Exhibit 10.1
AGREEMENT BY AND BETWEEN
AMCORE Bank, N.A.
Rockford, Illinois
and
The Office of the Comptroller of the Currency
AMCORE Bank, N.A., Rockford, Illinois ("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 her National Bank Examiner, has examined the
Bank, and her findings are contained in the Report of Examination for the
examination that commenced on September 7, 2004 ("ROE").
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 her 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 l2 U.S.C. Section 1818(u)(1)(A).
(5) This Agreement shall not cause the Bank to be designated as in
"troubled condition," as set forth in 12 C.F.R. Section 5.51 (c)(6), unless
otherwise informed in writing by the OCC. In addition, this Agreement shall not
affect the Bank's designation as an "eligible bank" for purposes of 12 C.F.R.
Section 5.3(g), unless otherwise informed in writing by the 0CC.
(6) 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:
Robert P. Sejnoha
Assistant Deputy Comptroller
Comptroller of the Currency
Midsize Bank Supervision
One Financial Place, Suite 2700
440 South LaSalle Street
Chicago, Illinois 60605
With copies to:
Billy J. Lyons
National Bank Examiner, Examiner In Charge
Comptroller of the Currency
Chicago-South Field Office
7600 County Line Road, Unit 3
Burr Ridge, Illinois 60527
ARTICLE II
CONSUMER COMPLIANCE PROGRAM
---------------------------
(1) Within ninety (90) days, the Board 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 written description of the duties and responsibilities of the
compliance officer;
(b) adequate internal controls to ensure compliance with consumer
protection laws, rules, and regulations;
(c) at least annual updates of the Bank' s written policies and procedures
to ensure they remain current as laws and regulations and Bank
processes and procedures change;
(d) a monitoring program to test for compliance with all applicable
consumer protection laws, rules, and regulations
(e) an audit program to ensure that the compliance program is effectively
implemented;
(f) procedures to ensure that exceptions noted in the monitoring and/or
audit reports are responded to and corrected by the appropriate Bank
personnel in a timely manner (monitoring and/or audit reports shall
identify root causes of problems and corrective actions shall be
directed at those root causes);
(g) a program to track and report the status of corrective actions,
including periodic testing of completed corrective actions to ensure
implementation and effectiveness;
(h) a program to identify and monitor new products and services, both pre-
and post implementation;
(i) periodic reporting of the results of the consumer compliance
monitoring and audit to the Board or a committee thereof (reports
shall include all significant issues even if corrected since the
previous report and shall not be held pending completion of corrective
action); and
(j) a written program to monitor suspicious activity in the lower risk
non-cash areas of the Bank.
(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 programs
developed pursuant to this Article.
ARTICLE III
Compliance Staffing
-------------------
(1) Within forty-five (45) days (and within forty-five (45) days of any
subsequent vacancy), the Board shall appoint or employ a capable person to serve
as Compliance Officer who shall be vested with sufficient authority to monitor
and ensure the Bank's compliance with its Consumer Compliance Program, and all
applicable consumer compliance laws and regulations. The Compliance Officer
shall make reports directly to the Board.
(2) Prior to the appointment or employment of any individual to the
Compliance Officer position, the Board shall submit the name and qualifications
of the proposed officer to the Assistant Deputy Comptroller for a prior written
determination of no supervisory objection.
(3) Within forty-five (45) days (and within forty-five (45) days of any
subsequent vacancy), the Board shall appoint or employ a capable person to serve
as Community Reinvestment Act (CRA) Officer who shall be vested with sufficient
authority to monitor and ensure the Bank' s compliance with its Community
Reinvestment Act Program.
(4) Prior to the appointment or employment of any individual to the CRA
Officer position, the Board shall submit the name and qualifications of the
proposed officer to the Assistant Deputy Comptroller for a prior written
determination of no supervisory objection.
(5) The requirement to submit information and the provision for a prior
written determination of no supervisory objection in this Article are based on
the authority of 12 U.S.C. Section 1818(b) and do not require the Comptroller or
the Assistant Deputy Comptroller to complete their review and act on any such
information or authority within ninety (90) days.
ARTICLE IV
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
ROE and in any subsequent Report of Examination. The Board shall provide
quarterly progress reports to the Assistant Deputy Comptroller detailing 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 ROE 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 ninety (90) 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 ROE 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 V
CLOSING
-------
(1) Although the Board has agreed to submit certain programs and
reports to the Assistant Deputy Comptroller for review or prior written
determination of no supervisory objection, 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
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) 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 prior arrangements between the
parties, whether oral or written.
IN TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller,
has hereunto set his hand on behalf of the Comptroller.
/s/ Robert P. Sejnoha May 31, 2005
- ------------------------------------------- -------------------------------
Robert P. Sejnoha Date
Assistant Deputy Comptroller
Midsize Bank Supervision
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/ Patricia M. Bonavia May 31, 2005
- ------------------------------------------- -------------------------------
Patricia M. Bonavia Date
/s/ Eleanor Doar May 31, 2005
- ------------------------------------------- -------------------------------
Eleanor Doar Date
/s/ Kenneth E. Edge May 31, 2005
- ------------------------------------------- -------------------------------
Kenneth E. Edge Date
/s/ John R. Hecht May 31, 2005
- ------------------------------------------- -------------------------------
John R. Hecht Date
/s/ Bruce W. Lammers May 31, 2005
- ------------------------------------------- -------------------------------
Bruce W. Lammers Date
/s/ Joseph B. McGougan May 31, 2005
- ------------------------------------------- -------------------------------
Joseph B. McGougan Date
/s/ James S. Waddell May 31, 2005
- ------------------------------------------- -------------------------------
James S. Waddell Date