EXHIBIT 10.23
AGREEMENT BY AND BETWEEN
First Professional Bank, N. A.,
Santa Monica, California
and
The Office of the Comptroller of the Currency
First Professional Bank, N. A., Santa Monica, California (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
November 8, 1999 (XXX).
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
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(1) This Agreement shall be construed to be a "written agreement
entered into with the agency" within the meaning of 12 U.S.C.ss.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.ss.1818(e)(1) and 12 U.S.C.ss.1818(i)(2).
(3) This Agreement shall be construed to be a "formal written
agreement" within the meaning of 12 X.X.X.xx. 5.51(c)(6)(ii). SEE 12
U.S.C.ss.1831i.
(4) This Agreement shall be construed to be a "written agreement"
within the meaning of 12 U.S.C.ss.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
Southern California - North Field Office
Comptroller of the Currency
000 Xxxxx Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Article II
COMPLIANCE COMMITTEE
--------------------
(1) Within thirty (30) days, the Board shall appoint a Compliance
Committee of at least five (5) directors, of which no more than two (2) shall be
employees of the Bank or any of its affiliates (as the term "affiliate" is
defined in 12 U.S.C.ss.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 sixty (60) days of the appointment of the Committee and
quarterly thereafter, the Compliance Committee shall submit a written progress
report to the Board setting forth in detail:
(a) actions taken to comply with each Article of this
Agreement; and
(b) the results of those actions.
(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.
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Article III
PRESIDENT
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(1) Within ninety (90) days. the Board shall appoint a capable,
full-time and permanent president who shall be vested with sufficient executive
authority to fulfill the duties and responsibilities of the position and ensure
the safe and sound operation of the Bank.
(2) Prior to the appointment of any individual to the position of
president, 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, dated April 1998, for
the proposed individual;
(b) a written statement of the Board's reasons for
selecting the proposed individual: and
(c) a written description of the proposed individual's
duties and responsibilities.
(3) The Assistant Deputy Comptroller shall have the power of veto
over the employment of the proposed president. 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. ss. 181 8(b)
and do not require the Comptroller to complete his review and act on any such
information or authority within ninety (90) days.
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Article IV
SENIOR LENDING OFFICER
----------------------
(1) Within ninety (90) days, the Board shall appoint a capable,
full-time and permanent senior lending officer who shall be vested with
sufficient executive authority to fulfill the duties and responsibilities of the
position and ensure the safe and sound operation of the Bank.
(2) Prior to the appointment of any individual to the senior lending
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, dated April 1998, for the proposed
individual;
(b) a written statement of the Board's reasons for selecting
the proposed individual; and
(c) a written description of the proposed individual's duties
and responsibilities.
(3) The Assistant Deputy Comptroller shall have the power of veto
over the employment of the proposed senior lending 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. ss. 181 8(b)
and do not require the Comptroller to complete his review and act on any such
information or authority within ninety (90) days.
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Article V
LOAN WORKOUT DEPARTMENT
-----------------------
(1) Within ninety (90) days, the Board shall establish a Loan Workout
Department for the purpose of restoring and reclaiming classified assets,
consistent with OCC Banking Circular 255, including commercial real estate
loans.
(2) The Loan Workout Department shall take all steps necessary to
improve the operation of the Bank's workout function including, but not limited
to:
(a) the establishment of policies and procedures to
distinguish assets that should be managed by the
Loan Workout Department from assets that should
be managed by the originating unit;
(b) the establishment of policies and procedures to require
assets that remain with the originating unit are managed
according to the standards of the Loan Workout Department;
(c) the development and implementation of management
information systems to track workloads and staffing
requirements within the Loan Workout Department; and
(d) the development and implementation of management
information systems to measure the success of workout
activities.
(3) Upon completion, a copy of the policies and procedures required
in paragraph (2) shall be forwarded to the Assistant Deputy Comptroller for
review and approval.
(4) The Board shall ensure that the Loan Workout Department receives
staffing and funding support necessary to maintain its sound operation.
5
Article VI
OVERDRAFT POLICY
----------------
(1) The Board shall immediately implement, and thereafter ensure Bank
adherence to, a written policy concerning the extension of overdrafts that shall
include, at a minimum:
(a) conditions and circumstances under which overdrafts will be
allowed, taking into consideration the Bank's loss
experience with prior overdrafts;
(b) charges that will be levied against depositors using
overdrafts;
(c) conditions and circumstances under which overdrafts will be
permitted to principal shareholders or the related
interests (as that term is defined in 12 C.F.R. Part 215)
of executive officers, directors or principal shareholders;
and
(d) conditions and circumstances under which overdrafts will be
charged off.
(2) 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 VII
LOAN PORTFOLIO MANAGEMENT
-------------------------
(1) The Board shall, within ninety (90) days, develop, implement, and thereafter
ensure Bank adherence to a written program to improve the Bank's loan portfolio
management. The program shall include, but not be limited to:
(a) procedures to ensure satisfactory and perfected collateral
documentation;
(b) procedures to ensure that extensions of credit are granted,
by renewal or otherwise, to any borrower only after
obtaining and analyzing current and satisfactory credit
information;
(c) procedures to ensure conformance with loan approval
requirements;
(d) a system to track and analyze exceptions;
(e) procedures to ensure conformance with Call Report
instructions;
(f) procedures to ensure the accuracy of internal management
information systems:
(g) a performance appraisal process, including performance
appraisals, job descriptions, and incentive programs for
loan officers, which adequately consider their performance
relative to policy compliance, documentation standards,
accuracy in credit grading, and other loan administration
matters; and
(h) procedures to track and analyze concentrations of credit,
significant economic factors, and general conditions and
their impact on the credit quality of the Bank's loan and
lease portfolios.
(2) Upon completion, a copy of the program shall be forwarded to the
Assistant Deputy Comptroller for review and approval.
(3) Within ninety (90) days, the Board shall develop, implement, and
thereafter ensure Bank adherence to systems that provide for effective
monitoring of:
(a) early problem loan identification to assure the timely
identification and rating of loans and leases based on
lending officer submissions;
(b) statistical records that will serve as a basis for
identifying sources of problem loans and leases by
industry, size, collateral, division, group, indirect
dealer, and individual lending officer;
(c) previously charged-off assets and their recovery potential;
(d) compliance with the Bank's lending policies and laws,
rules, and regulations pertaining to the Bank's lending
function;
(e) adequacy of credit and collateral documentation; and
(f) concentrations of credit.
(4) Beginning March 31, 2000, on a quarterly basis management shall
provide the Board with written reports including, at a minimum, the following
information:
(a) the identification, type, rating, and amount of problem
loans and leases;
(b) the identification and amount of delinquent loans and
leases;
(c) credit and collateral documentation exceptions;
(d) the identification and status of credit related violations
of law, rule or regulation;
(e) the identity of the loan officer who originated each loan
reported in accordance with subparagraphs (a) through (d)
of this Article and Paragraph;
(f) an analysis of concentrations of credit, significant
economic factors, and general conditions and their impact
on the credit quality of the Bank's loan and lease
portfolios;
(g) the identification and amount of loans and leases to
executive officers, directors, principal shareholders (and
their related interests) of the Bank; and
(h) the identification of loans and leases not in conformance
with the Bank's lending and leasing policies, and
exceptions to the Bank's lending and leasing policies.
(5) The Board shall ensure that the Bank has processes, personnel,
and control systems to ensure implementation of and adherence to the program and
systems developed pursuant to this Article.
Article VIII
LOAN REVIEW
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(1) Within sixty (60) days, the Board shall establish an effective,
independent and ongoing loan review system to review, at least quarterly, the
Bank's loan and lease portfolios to assure the timely identification and
categorization of problem credits. The system shall provide for a written report
to be filed with the Board after each review and shall use a loan and lease
grading system consistent with the guidelines set forth in Section 215 of the
COMPTROLLER'S HANDBOOK FOR NATIONAL BANK EXAMINERS. Such reports shall, at a
minimum, include conclusions regarding:
(a) the overall quality of the loan and lease portfolios;
(b) the identification, type, rating, and amount of problem
loans and leases;
(c) the identification and amount of delinquent loans and
leases;
(d) credit and collateral documentation exceptions;
(e) the identification and status of credit related violations
of law, rule or regulation;
(f) the identity of the loan officer who originated each loan
reported in accordance with subparagraphs (b) through (e)
of the Article;
(g) concentrations of credit;
(h) loans and leases to executive officers, directors,
principal shareholders (and their related interests) of the
Bank; and
(i) loans and leases not in conformance with the Bank's lending
and leasing policies, and exceptions to the Bank's lending
and leasing policies.
(2) Within sixty (60) days, the Board shall develop, implement, and
thereafter ensure Bank adherence to a written program providing for independent
review of problem loans and leases in the Bank's loan and lease portfolios for
the purpose of monitoring portfolio trends, on at least a quarterly basis. The
program shall require a quarterly report to the Board. At a minimum, the program
shall provide for an independent reviewer's assessment of the Bank's:
(a) monitoring systems for early problem loan identification to
assure the timely identification and rating of loans and
leases based on lending officer submissions;
(b) statistical records that serve as a basis for identifying
sources of problem loans and leases by industry, size,
collateral, division, group, indirect dealer, and
individual lending officer;
(c) system for monitoring previously charged-off assets and
their recovery potential;
(d) system for monitoring compliance with the Bank's lending
policies and laws, rules, and regulations pertaining to the
Bank's lending function; and
(e) system for monitoring the adequacy of credit and collateral
documentation.
(3) A written description of the program called for in this Article
shall be forwarded to the Assistant Deputy Comptroller for review and approval.
(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.
(5) The Board shall evaluate the internal loan and lease review
report(s) and shall ensure that immediate, adequate and continuing remedial
action, if appropriate, is taken upon all findings noted in the report(s).
(6) A copy of the reports submitted to the Board, as well as
documentation of the action taken by the Bank to collect or strengthen assets
identified as problem credits, shall be preserved in the Bank.
Article IX
CRITICIZED ASSETS
-----------------
(1) The Bank shall take immediate and continuing action to protect
its interest in those assets criticized in the XXX, 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 XXX, 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 one hundred thousand dollars ($ 100,000) shall be
forwarded to the Assistant Deputy Comptroller.
(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.
(5) The Board, or a designated committee, shall conduct a review, on
at least a quarterly basis, to determine:
(a) the status of each criticized asset or criticized portion
thereof that equals or exceeds one hundred thousand dollars
($100,000);
(b) management's adherence to the program adopted pursuant to
this Article;
(c) the status and effectiveness of the written program; and
the need to revise the program or take alternative action.
(6) A copy of each review shall be forwarded to the Assistant Deputy
Comptroller on a quarterly basis.
(7) The Bank may extend credit, directly or indirectly, including
renewals, extensions or capitalization of accrued interest, to a borrower whose
loans or other extensions of credit are criticized in the XXX, in any subsequent
Report of Examination, in any internal or external loan review, or in any list
provided to management by the National Bank Examiners during any examination and
whose aggregate loans or other extensions exceed one hundred thousand dollars ($
100,000) 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 assets will not be
compromised.
(8) A copy of the approval of the Board or of the designated
committee shall be maintained in the file of the affected borrower.
Article X
ADHERENCE TO LOAN POLICY
------------------------
(1) Within sixty (60) days, the Board shall establish a system to
track and analyze the aggregate volume of loans that do not conform to the
underwriting standards in the Bank's Loan Policies and Procedures Manual.
(2) Within sixty (60) days, the Board shall establish risk limits for
the aggregate volume of such loans and shall ensure that the Bank has processes,
personnel and control systems to prevent the Bank from exceeding such risk
limits in the future.
Article XI
ORGANIZATIONAL STRUCTURE
------------------------
(1) Within sixty (60) days, the Board shall establish an
organizational structure that provides clear lines of authority and shall
eliminate any confusion concerning the authority and responsibilities of the
president and chief executive officer by developing detailed job descriptions
for each position.
(2) Upon completion, a copy of the documents required in paragraph (1
) shall be forwarded to the Assistant Deputy Comptroller for review and
approval.
(3) The Board shall ensure that the Executive Loan Committee consists
of, at a minimum, two outside directors, a president who is a permanent and
full-time employee, and a senior lending officer who is a permanent and
full-time employee, as required by the Bank's policy and safe and sound banking
practices.
Article XII
CONFLICT OF INTEREST POLICY
(1) Within ninety (90) days, the Board shall review the Bank's
consulting agreement and relationship with Network Health Financial Services to
determine whether there are any actual or potential conflicts of interest
resulting therefrom and shall seek to eliminate or control any such conflicts by
amending the agreement or through other appropriate means.
(2) Within ninety (90) days, the Board shall adopt, implement, and
thereafter ensure Bank adherence to a written, comprehensive conflict of
interest policy applicable to the Bank's and the Bank's holding company's
directors, principal shareholders, executive officers, affiliates, employees and
consultants (Insiders), and the related interests of such Insiders. The policy,
in addition to defining a conflict of interest, shall address:
(a) avoidance of conflicts of interest and breaches of
fiduciary duty, and the appearance of conflicts of
interest;
(b) involvement in the loan approval process of Insiders who
may benefit directly or indirectly from the decision to
grant credit;
(c) disclosure of actual and potential conflicts of interest to
the Board, and periodic disclosure of "related interests"
as defined by 12 C.F.R. Part 215;
(d) disclosure of any Insider's material interest in the
business of a borrower, an applicant, or other customer of
the Bank; and
(e) restrictions on and disclosure of receipt of anything of
value by Insiders, directly or indirectly, from borrowers,
loan applicants, other customers, or suppliers of the Bank.
(3) Upon adoption, a copy of this conflict of interest policy shall
be forwarded to the Assistant Deputy Comptroller for review and approval.
(4) 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.
(5) Within ninety (90) days, the Compliance Committee shall conduct a
review of the Bank's existing relationships with its and its holding company's
directors, executive officers, affiliates, principal shareholders, employees,
consultants and their related interests for the purpose of identifying
relationships not in conformity with the policy. The Board shall ensure that:
(a) any nonconforming relationships are brought into conformity
with the policy within ninety (90) days; and
(b) that within ninety (90) days the Bank is properly
reimbursed for:
(i) any excess or improper payments to Insiders and their
related interests; and
(ii) any excess or improper payments for services provided
by Insiders and their related interests.
(6) Thereafter, the Board shall review all proposed transactions, or
modifications of existing relationships, between the Bank and any of its or its
holding company's directors, executive officers, affiliates, principal
shareholders, employees, consultants and their related interests. Documentation
supporting these reviews shall be in writing and preserved in the Bank.
Article XIII
STRATEGIC PLAN
--------------
(l) Within ninety (90) days, the Board shall adopt, implement, and
thereafter ensure Bank adherence to a written strategic plan for the Bank
covering at least a three-year period. The strategic plan shall establish
objectives for the Bank's overall risk profile, earnings performance, growth,
balance sheet mix, off-balance sheet activities, liability structure, capital
adequacy, reduction in the volume of non-performing assets, product line
development and market segments that the Bank intends to promote or develop,
together with strategies to achieve those objectives and, at a minimum, include:
(a) a mission statement that forms the framework for the
establishment of strategic goals and objectives;
(b) an assessment of the Bank's present and future operating
environment;
(c) the development of strategic goals and objectives to be
accomplished over the short and long term;
(d) an identification of the Bank's present and future product
lines (assets and liabilities) that will be utilized to
accomplish the strategic goals and objectives established
in (l )(c) of this Article;
(e) an evaluation of the Bank's internal operations, staffing
requirements, board and management information systems and
policies and procedures for their adequacy and contribution
to the accomplishment of the goals and objectives developed
under (l)(c) of this Article;
(f) a management employment and succession program to promote
the retention and continuity of capable management;
(g) product line development and market segments that the Bank
intends to promote or develop;
(h) a financial forecast to include projections for major
balance sheet and income statement accounts and desired
financial ratios over the period covered by the strategic
plan;
(i) control systems to mitigate risks associated with planned
new products, growth, or any proposed changes in the Bank's
operating environment;
(j) specific plans to establish responsibilities and
accountability for the strategic planning process, new
products, growth goals, or proposed changes in the Bank's
operating environment; and
(k) systems to monitor the Bank's progress in meeting the
plan's goals and objectives.
(2) Upon adoption, a copy of the plan shall be forwarded to the
Assistant Deputy Comptroller for review and approval.
(3) 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 XIV
PROFIT PLAN
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(1) Within sixty (60) days, the Board shall develop, implement, and
thereafter ensure Bank adherence to a written profit plan to improve and sustain
the earnings of the Bank. This plan shall include, at minimum, the following
elements:
(a) identification of the major areas in and means by which the
Board will seek to improve the Bank's operating
performance;
(b) realistic and comprehensive budgets, including projected
balance sheets and year-end income statements;
(c) a budget review process to monitor both the Bank's income
and expenses, and to compare actual figures with budgetary
projections; and
(d) a description of the operating assumptions that form the
basis for major projected income and expense components.
(2) Upon completion, the budgets and related documents required in
paragraph (1) shall be submitted to the Assistant Deputy Comptroller for review
and approval. The Board shall submit to the Assistant Deputy Comptroller annual
budgets as described in paragraph (1) above for each year this Formal Agreement
remains in effect. The budget for each year shall be submitted on or before
December 31st of the preceding year.
(3) The Board shall forward comparisons of its balance sheet and
profit and loss statement to the profit plan projections to the Assistant Deputy
Comptroller on a quarterly basis.
(4) 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 and year-end income statements;
Article XV
CAPITAL PLAN AND HIGHER MINIMUMS
--------------------------------
(1) The Bank shall achieve by September 30, 2000, and thereafter
maintain the following capital levels (as defined in 12 C.F.R. Parts 3 and 6):
(a) Total capital at least equal to ten percent (10%) of
risk-weighted assets;
(b) Tier 1 capital at least equal to six percent (6%) of
risk-weighted assets; and
(c) Tier 1 capital at least equal to five percent (5%) of
adjusted total assets.1
(2) Within sixty (90) days, the Board shall develop, implement, and
thereafter ensure Bank adherence to a three-year capital program. The program
shall include:
(a) specific plans for the maintenance of adequate capital that
may in no event be less than the requirements of paragraph
(1);
(b) projections for growth and capital requirements based upon
a detailed analysis of the Bank's assets, liabilities,
earnings, fixed assets, and off balance sheet activities;
(c) projections of the sources and timing of additional capital
to meet the Bank's current and future needs;
(d) the primary source(s) from which the Bank will strengthen
its capital structure to meet the Bank's needs; and
(e) contingency plans that identify alternative methods should
the primary source(s) under (d) above not be available.
(3) Upon completion, the Bank's capital program shall be submitted to
the Assistant Deputy Comptroller for review and approval. Upon approval by the
Assistant Deputy Comptroller, the Bank shall implement and adhere to the capital
program. The Board shall review and update the Bank's capital program on an
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(1) Adjusted total assets is defined in 12 C.F.R. ss. 3.2(a) as the average
total asset figure used for Call Report purposes minus end-of-quarter intangible
assets. As further noted in 12 C.F.R. ss. 3.2(a), a bank may be required to
compute anu maintain its leverage ratio on the basis of actual, rather than
average total assets. This language would have to be modified to reflect that
change.
annual basis, or more frequently if necessary. Copies of the reviews and updates
shall be submitted to the Assistant Deputy Comptroller.
(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 XVI
VIOLATIONS OF LAW
-----------------
(1) The Board shall immediately take all necessary steps to ensure
that Bank management corrects, to the extent possible, each violation of law,
rule or regulation cited in the XXX and in any subsequent Report of Examination.
The monthly progress reports required by Article II 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 XXX and shall adopt, implement, and ensure Bank
adherence to general procedures addressing compliance management that
incorporate internal control systems and education of employees regarding laws,
rules and regulations applicable to their areas of responsibility.
(3) Within sixty (60) 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 XXX 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 for review and approval.
(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 XVII
CLOSING
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(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 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, stop,
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.
IN TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller,
has hereunto set his hand on behalf of the Comptroller.
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Xxxx X. Xxxxxxxx Date
Deputy Comptroller
Western District
Western District
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.
/s/ Xxxxxxx XxXxxxxx-Xxxxxx 3/22/2000
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