Exhibit 99.2
AGREEMENT BY AND BETWEEN
FIRST NATIONAL BANK OF SLIPPERY ROCK
SLIPPERY ROCK, PENNSYLVANIA
and
THE OFFICE OF THE COMPTROLLER OF THE CURRENCY
First National Bank of Slippery Rock, Slippery Rock,
Pennsylvania (Bank) and the Comptroller of the Currency of the
United States of America (Comptroller) wish to protect the
interests of the depositors, other customers, and shareholders
of the Bank, and, toward that end, wish the Bank to operate
safely and soundly and in accordance with all applicable laws,
rules and regulations.
The Comptroller, through his National Bank Examiner, has
examined the Bank, and his findings are contained in the Report
of Examination (▇▇▇), dated February 5, 2002.
In consideration of the above premises, it is agreed,
between the Bank, by and through its duly elected and acting
Board of Directors (Board), and the Comptroller, through his
authorized representative, that the Bank shall operate at all
times in compliance with the articles of this Agreement.
ARTICLE I
JURISDICTION
(1) This Agreement shall be construed to be a
"written agreement entered into with the agency" within the
meaning of 12 U.S.C. Section 1818(b)(1).
(2) This Agreement shall be construed to be a
"written agreement between such depository institution and such
agency" within the meaning of 12 U.S.C. Section 1818(e)(1) and
12 U.S.C. Section 1818(i)(2).
(3) This Agreement shall be construed to be a "formal
written agreement" within the meaning of 12 C.F.R.
Section 5.51(c)(6)(ii). See 12 U.S.C. Section 1831i.
(4) This Agreement shall be construed to be a
"written agreement" within the meaning of 12 U.S.C.
Section 1818(u)(1)(A).
(5) All reports or plans which the Bank or Board has
agreed to submit to the Assistant Deputy Comptroller pursuant to
this Agreement shall be forwarded to the:
Assistant Deputy Comptroller
Pittsburgh Field ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ARTICLE II
COMPLIANCE COMMITTEE
(1) Within ten (10) days, the Board shall appoint a
Compliance Committee of at least five (5) directors, of which
none shall be employees of the Bank or any of its affiliates (as
the term "affiliate" is defined in 12 U.S.C.
Section 371c(b)(1)), or a family member of any such person.
Upon appointment, the names of the members of the Compliance
Committee shall be submitted in writing to the Assistant Deputy
Comptroller. The Compliance Committee shall be responsible for
monitoring and coordinating the Bank's adherence to the
provisions of this Agreement.
(2) The Compliance Committee shall meet at least
monthly.
(3) Within thirty (30) days of the appointment of the
Committee and monthly thereafter, the Compliance Committee shall
submit a written progress report to the Board setting forth in
detail actions taken to comply with each Article of this
Agreement; and the results of those actions as prescribed in
Article XXI.
(4) The Board shall forward a copy of the Compliance
Committee's report, with any additional comments by the Board,
to the Assistant Deputy Comptroller.
ARTICLE III
ACTION PLAN
(1) Within thirty (30) days, the Board shall adopt,
implement, and thereafter ensure Bank adherence to a written
action plan detailing the Board's assessment of what needs to be
done to improve the Bank, specifying how the Board will
implement the plan, and setting forth a timetable for the
implementation of the plan and identifying accountable
person(s). The Board shall establish appropriate procedures for
the implementation of the plan.
(2) Upon completion of the plan, the Bank shall
submit the plan to the Assistant Deputy Comptroller for review
and determination of no supervisory objection.
(3) In the event the Assistant Deputy Comptroller
recommends changes to the action plan, the Board shall
immediately incorporate those changes into the plan.
(4) The plan shall be implemented pursuant to the
time frames set forth within the plan unless events dictate
modifications to the plan. Where the Board considers
modifications appropriate, those modifications shall be
submitted to the Assistant Deputy Comptroller for prior
determination of no supervisory objection.
(5) The Board shall ensure that the Bank has
processes, personnel, and control systems to ensure
implementation of and adherence to the plan developed pursuant
to this Article.
ARTICLE IV
MANAGEMENT AND BOARD SUPERVISION STUDY
(1) Within thirty (30) days the Board shall employ an
independent outside management consultant. Prior to employment
of the consultant, the name and the qualifications of the
consultant considered for employment shall be submitted to the
Assistant Deputy Comptroller, who shall have the power of veto
over the employment of the proposed consultant. However,
failure to exercise such veto power shall not constitute
approval or endorsement of the consultant.
(2) The requirement to submit information and the
prior veto provisions of this Article are based on the authority
of 12 U.S.C. Section 1818(b) and do not require the Comptroller
to complete his review and act on any such information or
authority within ninety (90) days.
(3) The Bank shall provide the Assistant Deputy
Comptroller with a copy of the draft engagement letter for a
determination of no supervisory objection prior to the start of
the engagement.
(4) Within ninety (90) days, the Consultant shall
complete a study of current management and Board supervision
presently being provided to the Bank, the Bank's management
structure, and its staffing requirements in light of the Bank's
present condition. The findings and recommendations of the
Consultant shall be set forth in a written report to the Board.
At a minimum, the report shall contain:
(a) the identification of present and future
management and staffing requirements of each area of the Bank,
with particular emphasis given to the lending function,
information technology, consumer compliance, and internal audit;
(b) detailed written job descriptions for all
executive officers;
(c) an evaluation of each officer's
qualifications and abilities and a determination of whether each
of these individuals possesses the experience and other
qualifications required to perform present and anticipated
duties of his/her officer position;
(d) recommendations as to whether management or
staffing changes should be made, including the need for
additions to or deletions from the current management team;
(e) objectives by which management's
effectiveness will be measured;
(f) a training program to address identified
weaknesses in the skills and abilities of the Bank's staff and
management team;
(g) an evaluation of current lines of authority,
reporting responsibilities and delegation of duties for all
officers, including identification of any overlapping duties or
responsibilities;
(h) a recommended organization chart that
clearly reflects areas of responsibility and lines of authority
for all officers, including the Bank's president and chief
executive officer;
(i) an assessment of the Board's strengths and
weaknesses along with a director education program designed to
strengthen identified weaknesses;
(j) an assessment of whether Board members are
receiving adequate information on the operation of the Bank to
enable them to fulfill their fiduciary responsibilities and
other responsibilities under law;
(k) recommendations to expand the scope,
frequency and sufficiency of information provided to the Board
by management; and
(l) recommendations to correct or eliminate any
other deficiencies in the supervision or organizational
structure of the Bank.
(5) Within thirty (30) days of completion of this
study, the Board shall develop, implement, and thereafter ensure
Bank adherence to a written plan, with specific time frames,
that will correct any deficiencies noted in the study.
(6) The Board shall ensure that the Bank has
processes, personnel, and control systems to ensure
implementation of and adherence to the plan developed pursuant
to this Article.
(7) Copies of the Consultant's study shall be
forwarded to the Assistant Deputy Comptroller upon completion.
The Assistant Deputy Comptroller shall retain the right to
determine the adequacy of the report and its compliance with the
terms of this Agreement.
(8) Copies of the Board's written plan shall be
forwarded to the Assistant Deputy Comptroller. The Assistant
Deputy Comptroller shall retain the right to determine the
adequacy of the plan and its compliance with the terms of this
Agreement. In the event the written plan, or any portion
thereof, is not implemented, the Board shall immediately advise
the Assistant Deputy Comptroller, in writing, of specific
reasons for deviating from the plan.
ARTICLE V
BOARD TO ENSURE COMPETENT LENDING MANAGEMENT
(1) Within ninety (90) days, the Board shall ensure
that it has competent management in place on a full-time basis
in its Senior Loan Officer position to carry out the Board's
policies, ensure compliance with this Agreement, applicable
laws, rules and regulations, and manage the day-to-day
operations of the Bank's loan function in a safe and sound
manner.
(2) Prior to the appointment of any individual to an
executive officer position, the Board shall submit to the
Assistant Deputy Comptroller the following information:
(a) the information sought in the "Changes in
Directors and Senior Executive Officers" booklet of the
Comptroller's Corporate Manual, together with a legible
fingerprint card for the proposed individual;
(b) a written statement of the Board's reasons
for selecting the proposed officer;
(c) the proposed officer's resume; and
(d) a written description of the proposed
officer's duties and responsibilities.
(3) The Assistant Deputy Comptroller shall have the
power of veto over the employment of the proposed executive
officer. However, the failure to exercise such veto power shall
not constitute an approval or endorsement of the proposed
officer.
(4) The requirement to submit information and the
prior veto provisions of this Article are based on the authority
of 12 U.S.C. Section 1818(b)(6)(E) and do not require the
Comptroller to complete his/her review and act on any such
information or authority within ninety (90) days.
ARTICLE VI
CONSUMER COMPLIANCE PROGRAM
(1) Within sixty (60) days, the Bank shall adopt,
implement, and thereafter ensure adherence to a written consumer
compliance program designed to ensure that the Bank is operating
in compliance with all applicable consumer protection laws,
rules and regulations. This program shall include, but not be
limited to:
(a) a plan to review and determine compliance
with each consumer law and regulation during the next audit
cycle;
(b) adequate internal controls to ensure
compliance with consumer protection laws, rules, and
regulations;
(c) written description of the duties and
responsibilities of the compliance officer;
(d) the preparation of a policies and procedures
manual covering all consumer protection laws, rules and
regulations for use by appropriate Bank personnel in the
performance of their duties and responsibilities;
(e) semiannual (or more frequently, if needed)
updates of the written policies and procedures manual to ensure
it remains current;
(f) the assignment of specific laws and
regulations to responsible parties throughout the Bank;
(g) periodic, transaction-based, business unit
self-monitoring practices;
(h) an independent audit program to test for
compliance with consumer protection laws, rules and regulations;
(i) procedures to ensure that exceptions noted
in the audit reports are corrected and responded to by the
appropriate Bank personnel;
(j) the education and training of all
appropriate Bank personnel in the requirements of all applicable
consumer protection laws, rules and regulations;
(k) a director education program; and
(l) periodic reporting of the results of the
consumer compliance business-unit self monitoring and audit to
the Board or a committee thereof.
(2) Upon adoption, a copy of the program shall be
forwarded to the Assistant Deputy Comptroller for review.
(3) The Board shall ensure that the Bank has
processes, personnel, and control systems to ensure
implementation of and adherence to the program developed
pursuant to this Article.
ARTICLE VII
AUDIT PROGRAMS
(1) Within sixty (60) days, the Audit Committee shall
submit to the Assistant Deputy Comptroller an action plan
detailing how they will improve the quality of their supervision
over the audit functions of the Bank to ensure that high risk
areas are reviewed and to ensure realistic, timely and
meaningful responses from management on deficiencies noted by
the internal or external audit, loan review, or compliance
review. Once implemented, the Board shall ensure that adequate
oversight is maintained.
(2) Within sixty (60) days, the Audit Committee shall
develop and implement a plan to review, assess and determine
compliance with applicable consumer law and regulation during
the next audit cycle.
(3) Within ninety (90) days, the Board shall adopt,
implement, and thereafter ensure Bank adherence to an
independent internal audit program sufficient to:
(a) detect irregularities in the Bank's
operations;
(b) determine the Bank's level of compliance
with all applicable laws, rules and regulations;
(c) evaluate the Bank's adherence to established
policies and procedures, with particular emphasis directed to
the Bank's adherence to its loan, compliance, and technology
policies;
(d) ensure adequate audit coverage in all areas;
and
(e) establish an annual audit plan using a risk
based approach to achieve these objectives.
(4) The Board shall ensure that the entire audit
program is independent. The persons responsible for
implementing the internal audit program described above shall
report directly to the Board, which shall have the sole power to
direct their activities. All reports prepared by the audit
staff shall be filed directly with the Board and not through any
intervening party.
(5) The Board shall ensure that the audit function is
supported by an adequately staffed department or outside firm,
with respect to both the experience level and number of
individuals employed.
(6) As part of this audit program, the Board shall
evaluate the audit reports of any party providing services to
the Bank, and shall assess the impact on the Bank of any audit
deficiencies cited in such reports.
(7) All audit reports shall be in writing and that
auditors shall maintain a written record describing those
actions.
(8) The audit staff shall have access to any records
necessary for the proper conduct of its activities. National
Bank Examiners shall have access to all reports and work papers
of the audit staff and any other parties working on its behalf.
(9) Upon adoption, a copy of the internal audit
program shall be submitted to the Assistant Deputy Comptroller.
(10) The Board shall ensure that the Bank has
processes, personnel, and control systems to ensure
implementation of and adherence to the program developed
pursuant to this Article.
ARTICLE VIII
CREDIT RISK REDUCTION
(1) Within sixty (60) days, the Board shall develop,
implement, and thereafter ensure Bank adherence to a written
program to reduce the high level of credit risk in the Bank.
The program shall include, but not be limited to:
(a) re-writing all of the commercial lines of
credit in accordance with safe and sound banking practice;
(b) assessing all loans (excluding commercial
lines of credit in [a] above) with multiple (3 or more) renewals
and extensions to determine quality, ratings, and what actions,
if any, are needed to protect the Bank's interests;
(c) establishing procedures to assure the timely
identification and risk rating of loans and leases based on
lending officer analysis;
(d) strengthening credit underwriting;
(e) developing an action plan to control loan
growth consistent within the Bank's ability to manage that
growth in a safe and sound manner;
(f) establishing procedures to ensure and
monitor compliance with the Bank's lending policies, loan
approval requirements, and laws, rules, and regulations
pertaining to the Bank's lending function;
(g) refining your processes for tracking,
analyzing, and reporting exceptions for all types of loans and
establishing prudent risk limits for aggregate exceptions;
(h) establishing procedures to ensure the
accuracy and usefulness of internal management information
systems;
(i) creating statistical records that will serve
as a basis for identifying sources of problem loans and leases
by size, collateral, type, and individual lending officer;
(j) revising your performance appraisal process,
including performance appraisals, job descriptions, and
incentive programs for loan officers, to adequately consider
their performance relative to policy compliance, documentation
standards, accuracy in credit grading, credit losses, and other
loan administration matters; and
(k) developing and implementing corrective
action for any other credit management deficiency noted in the
▇▇▇ that is not otherwise included in this Agreement.
(2) Within thirty (30) days and on a monthly basis,
management will provide the Board with written reports
including, at a minimum, the following information:
(a) the identification, amount, type, rating,
and trends of problem loans, leases, and commitments; capital
exposure; any other significant issues noted;
(b) the identification, amount, and trends of
delinquent and nonaccruing loans and leases by loan category;
(c) identification of significant renewals and
extensions, trends, loan categories, and other requirements
pursuant to Article XII and XIV;
(d) credit and collateral documentation
exceptions by loan category and aging;
(e) the identification of loans and leases that
are exceptions to the Bank's lending and leasing policies by
loan category, trends, aggregates, and capital exposure;
(f) differences in risk rating between loan
officer and loan review;
(g) the identification, status, correction of
credit related violations of law, rule or regulation;
(h) the identity of the loan officer who
originated each loan reported in accordance with subparagraphs
(a) through (f) of this Paragraph;
(i) an analysis of concentrations of credit,
significant economic factors, and general conditions and their
potential impact on the credit quality of the Bank's loan and
lease portfolios; and
(j) the identification and amount of loans and
leases to executive officers, directors, principal shareholders
(and their related interests) of the Bank.
(3) Upon completion, a copy of this program and
written reports developed shall be submitted to the Assistant
Deputy Comptroller for review. In the event the Assistant
Deputy Comptroller recommends changes to the program or the
reports, the Board shall immediately incorporate those changes
into the program or the reporting systems.
(4) The Board shall ensure that the Bank has
processes, personnel, and control systems to ensure
implementation of and adherence to the program and written
reporting systems developed pursuant to this Article.
ARTICLE IX
LOAN GROWTH LIMITATIONS
(1) Effective immediately, the Bank shall limit its
loan portfolio growth rate to no more than five (5) per cent per
annum of the Bank's total loans outstanding. This requirement
is based on the authority of 12 U.S.C. Section 1818(b)(6)(B) and
shall be in place until the Assistant Deputy Comptroller
determines that the Bank has complied with Articles V, VIII, and
X through XV. The basis for measuring the growth shall be the
Call Report filed by the Bank, commencing with the base period
of June 30, 2002.
(2) The Board may seek the approval of the Assistant
Deputy Comptroller to exceed the five (5) per cent per annum
restriction on loan growth by sending its written request to the
Assistant Deputy Comptroller and describing the reasons why
exceeding the limit is in the best interest of the Bank.
ARTICLE X
CRITICIZED ASSETS IMPROVEMENT
(1) The Bank shall take immediate and continuing
action to protect its interest in those assets criticized in the
▇▇▇, in any subsequent Report of Examination, by internal or
external loan review, or in any list provided to management by
the National Bank Examiners during any examination.
(2) Within sixty (60) days, the Board shall adopt,
implement, and thereafter ensure Bank adherence to a written
program designed to eliminate the basis of criticism of assets
criticized in the ▇▇▇, in any subsequent Report of Examination,
or by any internal or external loan review, or in any list
provided to management by the National Bank Examiners during any
examination as "doubtful," "substandard," or "special mention."
This program shall include, at a minimum:
(a) an identification of the expected sources of
repayment;
(b) the appraised value of supporting collateral
and the position of the Bank's lien on such collateral where
applicable;
(c) an analysis of current and satisfactory
credit information, including cash flow analysis where loans are
to be repaid from operations; and
(d) the proposed action to eliminate the basis
of criticism and the time frame for its accomplishment.
(3) Upon adoption, a copy of the program for all
criticized assets equal to or exceeding two-hundred and fifty
thousand dollars ($250,000) shall be forwarded to the Assistant
Deputy Comptroller.
(4) The Board, or a designated committee, shall
conduct a review, on at least a monthly basis, to determine:
(a) the status of each criticized asset or
criticized portion thereof that equals or exceeds two-hundred
and fifty thousand dollars ($250,000);
(b) management's adherence to the program
adopted pursuant to this Article;
(c) the status and effective of the written
program; and
(d) the need to revise the program or take
alternative action.
(5) A copy of each review shall be forwarded to the
Assistant Deputy Comptroller on a monthly basis.
(6) The Bank may extend credit, directly or
indirectly, including renewals, extensions or capitalization of
accrued interest, to a borrower whose loans or other extensions
of credit are criticized in the ▇▇▇, in any subsequent Report of
Examination, in any internal or external loan review, or in any
list provided to management by the National Bank Examiners
during any examination and whose aggregate loans or other
extensions exceed two-hundred and fifty thousand dollars
($250,000) only if each of the following conditions is met:
(a) the Board or designated committee finds that
the extension of additional credit is necessary to promote the
best interests of the Bank and that prior to renewing, extending
or capitalizing any additional credit, a majority of the full
Board (or designated committee) approves the credit extension
and records, in writing, why such extension is necessary to
promote the best interests of the Bank; and
(b) a comparison to the written program adopted
pursuant to this Article shows that the Board's formal plan to
collect or strengthen the criticized asset will not be
compromised.
(7) A copy of the approval of the Board or of the
designated committee shall be maintained in the file of the
affected borrower.
(8) The Board shall ensure that the Bank has
processes, personnel, and control systems to ensure
implementation of and adherence to the program developed
pursuant to this Article.
ARTICLE XI
CREDIT AND COLLATERAL EXCEPTIONS
(1) Within sixty (60) days, the Board shall obtain
current and satisfactory credit information on all loans lacking
such information, including those listed in the ▇▇▇, in any
subsequent Report of Examination, in any internal or external
loan review, or in any listings of loans lacking such
information provided to management by the National Bank
Examiners at the conclusion of an examination.
(2) Within (60) days, the Board shall ensure proper
collateral documentation is maintained on all loans and correct
each collateral exception listed in the ▇▇▇, in any subsequent
Report of Examination, in any internal or external loan review,
or in any listings of loans lacking such information provided to
management by the National Bank Examiners at the conclusion of
an examination.
ARTICLE XII
CREDIT EXTENSIONS AND RENEWALS
(1) Effective immediately, the Bank may grant,
extend, renew, alter or restructure any loan or other extension
of credit only after:
(a) documenting the specific reason or purpose
for the extension of credit;
(b) identifying the expected source of repayment
in writing;
(c) structuring the repayment terms to coincide
with the expected source of repayment;
(d) obtaining and analyzing current and
satisfactory credit information, including, cash flow analysis,
where loans are to be repaid from operations;
(e) documenting, with adequate supporting
material, the value of collateral and properly perfecting the
Bank's lien on it where applicable; and
(f) all analyses are completed after receipt of
the information.
(2) Failure to obtain the information in
subparagraphs (1)(c), (d), (e) above shall require a majority
of the full Board (or a delegated committee thereof) to certify
in writing the specific reasons why fulfilling these
requirements would be detrimental to the best interests of the
Bank.
(3) A copy of the Board certifications shall be
maintained in the credit files of the affected borrowers to be
reviewed by National Bank Examiners in subsequent examinations.
ARTICLE XIII
NONACCRUAL LOANS
(1) The Bank shall immediately reverse or charge off
all interest that has been accrued contrary to the requirements
contained in the Instructions for Preparation of Consolidated
Reports of Condition and Income (Call Report Instructions)
governing nonaccrual loans. Further, the Bank shall immediately
reverse or charge off that portion of the remaining accrued
interest on such loans that, when combined with principal, is
not protected by sound collateral values. This action should be
taken on specifically directed credits identified in the ▇▇▇, on
credits identified in specifically required portfolio reviews,
or credits identified in any internal or external loan review.
(2) Within sixty (60) days, the Board shall develop,
adopt and implement written policies and procedures governing
the supervision and control of nonaccrual loans. Such policies
and procedures shall:
(a) be consistent with the accounting
requirements contained in the Call Report Instructions;
(b) address the circumstances under which
accrued interest due on a loan may be added to the outstanding
principal amount when the loan is renewed or restructured;
(c) address any other nonaccrual issues
presented in the ▇▇▇; and
(d) require the monthly presentation to the
Board of all loans meeting any of the nonaccrual criteria.
(3) Upon adoption, these written policies and
procedures shall be incorporated into the Bank's lending
policies required under Article XIV of this Agreement.
(4) The Board shall ensure that the Bank has
processes, personnel, and control systems to ensure
implementation of and adherence to the program developed
pursuant to this Article.
ARTICLE XIV
LENDING POLICIES
(1) Within one-hundred fifty (150) days, the Board
shall review, revise, and adhere to the Bank's written loan
policies. In revising these policies, the Board shall refer to
the Loan Portfolio Management booklet. A-LPM, of the
Comptroller's Handbook. For all loans, these policies shall
incorporate, but not necessarily be limited to, the following:
(a) a description of acceptable types of loans;
(b) a provision that current and satisfactory
credit information will be obtained on each borrower and
significant guarantor(s);
(c) minimum requirements for uniform and
comprehensive credit analysis, including appropriate cash flow
analysis, full disclosure of all significant aspects of the
proposed credit, and an assessment of the risks involved, prior
to credit approval;
(d) minimum requirements for audited or compiled
financial statements;
(e) procedures for appropriate underwriting and
management of all commercial lines of credit;
(f) collection procedures, to include follow-up
efforts, that are systematically and progressively stronger;
(g) maturity scheduling related to the
anticipated source of repayment, the purpose of the loan, and
the useful life of the collateral;
(h) guidelines for appraisal and/or evaluating
collateral;
(i) guidelines and limitations for participation
loans;
(j) a limitation on aggregate outstanding loans
in relation to other balance sheet accounts;
(k) guidelines and limitations on concentrations
of credit;
(l) guidelines designed to improve Board
oversight of the loan approval process, specifically with regard
to credits exhibiting significant risk; and
(m) charge-off guidelines, by type of loan or
other asset, addressing the circumstances under which a charge-
off would be appropriate and ensuring the recognition of losses
within the quarter of discovery.
(2) Upon completion, a copy of this policy shall be
forwarded to the Assistant Deputy Comptroller for review.
(3) The Board shall ensure that the Bank has
processes, personnel, and control systems to ensure
implementation of and adherence to the policy developed pursuant
to this Article.
ARTICLE XV
ALLOWANCE FOR LOAN AND LEASE LOSSES
(1) The Board shall review the adequacy of the Bank's
Allowance for Loan and Lease Losses (Allowance) in consideration
of the findings identified within the ▇▇▇.
(2) The Board shall establish a program for the
maintenance of an adequate Allowance. This review and program
shall be designed in light of the comments on maintaining a
proper Allowance found in the Allowance for Loan and Lease
Losses booklet. A-ALLL, of the Comptroller's Handbook and OCC
Bulletin 2001-37 and shall focus particular attention on the
following factors:
(a) results of the Bank's loan review;
(b) an estimate of inherent loss exposure on
each significant credit;
(c) loan loss experience for each homogeneous
pool of loans;
(d) trends of delinquent and nonaccrual loans;
(e) concentrations of credit in the Bank;
(f) present and respective economic conditions;
and
(g) findings identified with the ▇▇▇.
(3) The program shall provide for a review of the
Allowance by the Board at least once each calendar quarter. Any
deficiency in the Allowance shall be remedied in the quarter it
is discovered, prior to the filing of the Consolidated Reports
of Condition and Income, by additional provisions from earnings.
Written documentation shall be maintained indicating the factors
considered and conclusions reached by the Board in determining
the adequacy of the Allowance.
(4) A copy of the Board's program shall be submitted
to the Assistant Deputy Comptroller for review and prior
determination of no supervisory objection.
(5) The Board shall ensure that the Bank has
processes, personnel, and control systems to ensure
implementation of and adherence to the program developed
pursuant to this Article.
ARTICLE XVI
BANK SECRECY ACT COMPLIANCE ASSESSMENT
(1) Within thirty (30) days, the Board shall retain
the services of a qualified independent Consultant to develop
findings, observations and recommendations on the Bank's
internal controls and audit programs, as defined under Article
XVII of this Agreement and the ▇▇▇, for complying with the Bank
Secrecy Act (BSA), (31 U.S.C. Sections 5311 - 5330), as amended
by Title III of the USA Patriot Act, the regulations promulgated
thereunder at 31 C.F.R. Part 103, as amended, and 12 C.F.R.
Part 21, Subparts B and C (including, but not limited to,
Currency Transaction Reports (CTRs) and Suspicious Activity
Reports (SARs)) (collectively referred to herein as the BSA),
the Money Laundering Control Act (MLCA), (18 U.S.C.
Sections 1956 and 1957), as amended by the USA Patriot Act, and
the rules and regulations of the Office of Foreign Assets
Control (OFAC), including related regulatory reporting on those
subjects. These findings, observations and recommendations,
along with the Bank's response to any such concerns, shall be
reviewed by the independent Consultant on an annual basis for
the term of this Agreement.
(2) Prior to employment of the Consultant, the name
and the qualifications of the Consultant considered for
employment shall be submitted to the Assistant Deputy
Comptroller, who shall have the power of veto over the
employment of the proposed consultant. However, failure to
exercise such veto power shall not constitute approval or
endorsement of the Consultant.
(3) The requirement to submit information and the
prior veto provisions of this Article are based on the authority
of 12 U.S.C. Section 1818(b) and do not require the Comptroller
to complete his review and act on any such information or
authority within ninety (90) days.
(4) Within forty-five (45) days of employment, the
independent Consultant shall conduct a review of all account
activity at the Bank for the twelve (12) month period from
July 1, 2001 to June 30, 2002. This review shall include
deposit accounts, loan transactions, wire activity, certified
check activity, Currency Transaction Report activity (including
structuring) and traveler's check activity (all cash-in and
cash-out services), in order to ascertain any unusual or
suspicious transactions that may have occurred at the Bank
during this period. Upon completion of this review, the
findings of the Consultant shall be reported to the Board, with
a copy to the Assistant Deputy Comptroller.
(5) Within ninety (90) days of employment, the
independent Consultant shall conduct, complete and report to the
Board his/her assessment of the Bank's internal controls and
audit programs for ensuring compliance with BSA, MLCA, and OFAC.
The study should use the minimum standards set out in Article
XVII of this Agreement as part of the assessment.
(6) Within thirty (30) days of receiving the
Consultant's written report, the Bank shall file Suspicious
Activity Reports, in accordance with 12 C.F.R. Section 21.11,
for any previously unreported suspicious activity identified
during this review.
(7) The Consultant shall assist the Bank with the
development of internal controls and audit program, as
stipulated under Article XVII, sufficient to monitor and ensure
compliance with the BSA, MLCA. and OFAC.
ARTICLE XVII
BANK SECRECY COMPLIANCE PROGRAM
(1) Within thirty (30) days, the Board shall re-
appoint a capable officer of the Bank who shall be vested with
sufficient authority and technical expertise to monitor and
ensure the Bank's compliance with the BSA, MLCA, and OFAC. This
compliance officer shall report directly to the Board and shall
have no conflicting responsibilities.
(2) Within ninety days (90) days, the Board shall
develop, implement, and thereafter ensure Bank adherence to a
written program of policies and procedures and audit standards
to ensure compliance with the BSA, MLCA, and OFAC. At a
minimum, this written program shall establish:
(a) a system of internal controls and
independent testing and auditing to ensure ongoing compliance
with the BSA, MLCA, and OFAC laws and regulations and guidance
in Advisory Letter 2000-3;
(b) operating procedures for both the opening of
new accounts and the monitoring of high risk accounts;
(c) adequate controls and procedures to ensure
that all suspicious and large currency transactions are
identified and reported. Procedures should be comprehensive as
to all points of cash entry and exit;
(d) procedures to ensure that records are
maintained on monetary instrument transactions and funds
transfers, as required by the BSA;
(e) comprehensive procedures to identify and
report to appropriate management personnel:
(i) frequent or large volume cash deposits
or wire transfers or book entry transfers to or from offshore or
domestic entities or individuals;
(ii) wire transfers or book entry transfers
that are deposited into several accounts;
(iii) receipt and disbursement of wire
transfers or book entry transfers without an apparent business
reason;
(iv) receipt and disbursement of wire
transfers or book entry transfers when they are inconsistent
with the customer's business;
(v) receipt and disbursement of currency or
monetary instruments when they are inconsistent with the
customer's business; and
(vi) bank accounts opened in the name of a
casa de cambio (money exchange house) or any "financial
'institution" as defined in 31 C.F.R. Section 103.11 (n) (bank,
broker/dealer, currency dealer or exchanger, issuer or seller or
redeemer of traveler's checks or money orders, transmitter of
funds, telegraph company, casino, etc.);
(f) a comprehensive training program for all
appropriate operational and supervisory personnel to ensure
their awareness of and compliance with the requirements of the
BSA, MLCA, and OFAC, including the currency reporting and
monetary instrument and funds transfer recordkeeping
requirements, and the reporting requirements associated with
Suspicious Activity Reports (SARs) pursuant to 12 C.F.R.
Part 21, Subpart B;
(g) an officer who will be responsible for
filing Currency Transaction Reports (CTRs), Reports of
International Transportation of Currency or Monetary Instruments
(CMIRs), and Reports of Foreign Bank and Financial Accounts
(FBARs); and
(h) comprehensive guidelines and procedures to
identify and report both the shipment and receipt of currency or
monetary instruments via common couriers, detail procedures that
will cover and address improperly labeled courier pouches
containing monetary instruments, as well as related procedures
for reporting and filing Suspicious Activity Reports for such
pouches.
(3) expanded audit procedures to include at minimum:
(a) a program to test the adequacy of internal
controls designed to ensure compliance with the provisions of
the BSA, MLCA, and OFAC;
(b) prompt management response and follow-up to
all audit exceptions or recommendations of the Bank's auditor,
external review providers, or regulators; and
(c) a risk based approach to compliance audits
that includes transactional testing and verification of data for
higher risk accounts, geographic areas of specific concern, or
new products and services.
(4) Upon completion, a copy of this program shall be
submitted to the Assistant Deputy Comptroller for review. In
the event the Assistant Deputy Comptroller recommends changes to
the program, the Board shall immediately incorporate those
changes into the program.
(5) The Board shall ensure that the Bank has
processes, personnel, and control systems to ensure
implementation of and adherence to the program developed
pursuant to this Article.
ARTICLE XVIII
BANK INFORMATION SYSTEMS (BIS) DEFICIENCIES
(1) Within thirty (30) days, the Board shall appoint
an Information Security Officer with sufficient knowledge of BIS
operations, regulatory guidance, and risk mitigation practices.
The Information Security Officer shall be responsible for
reviewing and ensuring that customer information is
appropriately protected.
(2) Within ninety (90) days, the Bank shall implement
effective information security and operations procedures as
described in the 12 C.F.R. Section Part 30, Appendix B, dated
February 1, 2001.
(3) The Bank shall immediately take all steps
necessary to improve the management of the BIS activities and
correct all other deficiencies cited in the Report of
Examination or any subsequent Report of Examination.
ARTICLE XIX
BANK INFORMATION SYSTEMS RESUMPTION AND CONTINGENCY PLAN
(1) Within one hundred and twenty (120) days, and at
least annually thereafter, the Board shall review its Bank
Information Systems resumption and contingency planning and
performing a test of all necessary programs and system
applications using its backup location, or recovery operation
center, to ensure the continuation of operations in the event of
a disaster. The Board shall document the results of this review
and test in its meeting minutes.
(2) A copy of the plan and test results shall be
forwarded to the Assistant Deputy Comptroller for review.
ARTICLE XX
VIOLATIONS OF LAW
(1) The Board shall immediately take all necessary
steps to ensure that Bank management corrects each violation of
law, rule or regulation cited in the ▇▇▇ and in any subsequent
Report of Examination. The monthly progress reports required by
Article XXI of this Agreement shall include the date and manner
in which each correction has been effected during that reporting
period.
(2) Within ninety (90) days, the Board shall adopt,
implement, and thereafter ensure Bank adherence to specific
procedures to prevent future violations as cited in the ▇▇▇ and
shall adopt, implement, and ensure Bank adherence to general
procedures addressing compliance management which incorporate
internal control systems and education of employees regarding
laws, rules and regulations applicable to their areas of
responsibility.
(3) Within thirty (30) days of receipt of any
subsequent Report of Examination which cites violations of law,
rule, or regulation, the Board shall adopt, implement, and
thereafter ensure Bank adherence to specific procedures to
prevent future violations as cited in the ▇▇▇ and shall adopt,
implement, and ensure Bank adherence to general procedures
addressing compliance management which incorporate internal
control systems and education of employees regarding laws, rules
and regulations applicable to their areas of responsibility.
(4) Upon adoption, a copy of these procedures shall
be promptly forwarded to the Assistant Deputy Comptroller.
(5) The Board shall ensure that the Bank has
policies, processes, personnel, and control systems to ensure
implementation of and adherence to the procedures developed
pursuant to this Article.
ARTICLE XXI
PROGRESS REPORTING - MONTHLY
(1) The Board shall submit monthly progress reports
to the Assistant Deputy Comptroller, as described under
Article II These reports shall set forth in detail:
(a) actions taken since the prior progress
report to comply with each Article of the Agreement;
(b) results of those actions; and
(c) a description of the actions needed to
achieve full compliance with each Article of this Agreement.
(2) The progress reports should also include any
actions initiated by the Board and the Bank pursuant to the
criticisms and comments in the ▇▇▇ or in any future Report of
Examination.
(3) The first progress report shall be submitted to
the Assistant Deputy Comptroller within thirty (30) days of the
Agreement's effective date. Subsequent progress reports must be
submitted within fifteen (15) days after the last day of each
month.
(4) The Assistant Deputy Comptroller has the
discretion to amend reporting frequency and content based on the
level of bank progress.
ARTICLE XXII
CLOSING
(1) Although the Board has agreed to submit certain
programs and reports to the Assistant Deputy Comptroller for
review or approval, the Board has the ultimate responsibility
for proper and sound management of the Bank.
(2) It is expressly and clearly understood that if,
at any time, the Comptroller deems it appropriate in fulfilling
the responsibilities placed upon him/her by the several laws of
the United States of America to undertake any action affecting
the Bank, nothing in this Agreement shall in any way inhibit,
estop, bar, or otherwise prevent the Comptroller from so doing.
(3) Any time limitations imposed by this Agreement
shall begin to run from the effective date of this Agreement.
Such time requirements may be extended in writing by the
Assistant Deputy Comptroller for good cause upon written
application by the Board.
(4) The provisions of this Agreement shall be
effective upon execution by the parties hereto and its
provisions shall continue in full force and effect unless or
until such provisions are amended in writing by mutual consent
of the parties to the Agreement or excepted, waived, or
terminated in writing by the Comptroller.
(5) In each instance in this Agreement in which the
Board is required to ensure adherence to and undertake to
perform certain obligations of the Bank, it is intended to mean
that the Board shall:
(a) authorize and adopt such actions on behalf
of the Bank as may be necessary for the Bank to perform its
obligations and undertakings under the terms of this Agreement;
(b) require the timely reporting by Bank
management of such actions directed by the Board to be taken
under the terms of this Agreement;
(c) follow-up on any non-compliance with such
actions in a timely and appropriate manner; and
(d) require corrective action be taken in a
timely manner of any non-compliance with such actions.
(6) This Agreement is intended to be, and shall be
construed to be, a supervisory "written agreement entered into
with the agency" as contemplated by 12 U.S.C.
Section 1818(b)(1), and expressly does not form, and may not be
construed to form, a contract binding on the OCC or the United
States. Notwithstanding the absence of mutuality of obligation,
or of consideration, or of a contract, the OCC may enforce any
of the commitments or obligations herein undertaken by the Bank
under its supervisory powers, including 12 U.S.C.
Section 1818(b)(1), and not as a matter of contract law. The
Bank expressly acknowledges that neither the Bank nor the OCC
has any intention to enter into a contract. The Bank also
expressly acknowledges that no OCC officer or employee has
statutory or other authority to bind the United States, the U.S.
Treasury Department, the OCC, or any other federal bank
regulatory agency or entity, or any officer or employee of any
of those entities to a contract affecting the OCC's exercise of
its supervisory responsibilities. The terms of this Agreement,
including this paragraph, are not subject to amendment or
modification by any extraneous expression, prior agreements or
arrangements, or negotiations between the parties, whether oral
or written.
IN TESTIMONY WHEREOF, the undersigned, authorized by
the Comptroller, has hereunto set his/her hand on behalf of the
Comptroller.
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Assistant Deputy Comptroller
Pittsburgh Field Office
IN TESTIMONY WHEREOF, the undersigned, as the duly elected
and acting Board of Directors of the Bank, have hereunto set
their hands on behalf of the Bank.
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