Exhibit 10.1
AGREEMENT BY AND BETWEEN
Cornerstone National Bank
Easley, South Carolina
and
The Comptroller of the Currency
Cornerstone National Bank, Easley, South Carolina ("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 has found unsafe and unsound banking practices relating
to strategic planning and credit administration at the Bank.
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. 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 C.F.R. ss. 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:
Kent D. Stone, Assistant Deputy Comptroller
Carolinas Field Office
212 South Tryon Street, Suite 700
Charlotte, NC 28281
ARTICLE II
COMPLIANCE COMMITTEE
(1) Within thirty (30) days of the date of this Agreement, the Board
shall appoint a Compliance Committee of at least five (5) directors, of which no
more than one (1) shall be an employee or controlling shareholder 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 and, in the event of a change of the
membership, the name of any new member 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 forty-five (45) days of the date of this Agreement and
quarterly thereafter, the Compliance Committee shall submit a written progress
report to the Board setting forth in detail:
(a) a description of the action needed to achieve full compliance
with each Article of this Agreement;
(b) actions taken to comply with each Article of this Agreement; and
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(c) the results and status 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 within ten (10) days of receiving such report.
ARTICLE III
BOARD AND MANAGEMENT ASSESSMENT
(1) The Board shall ensure that the Bank has competent senior
management in place on a full-time basis 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 in a safe and sound manner.
(2) Within sixty (60) days, the Compliance Committee shall complete a
review of current Board and management supervision being provided in light of
the Bank's present condition. The findings and recommendations of the Compliance
Committee shall be set forth in a written report to the Board. At a minimum, the
report shall contain:
(a) an evaluation of each executive officer's duties and capacity to
effectively carry out such duties;
(b) an evaluation of Board member roles and responsibilities and each
member's ability to fulfill such roles and responsibilities;
(c) an assessment of the Board's strengths and weaknesses along with
a director education program designed to strengthen identified
weaknesses;
(d) 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;
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(e) an evaluation of the extent of responsibility of current
management and/or the Board for present weaknesses in the Bank's
condition; and
(f) recommendations to correct or eliminate any other deficiencies in
the supervision of the Bank.
(3) Copies of the Board's written plan and the Compliance Committee's
study shall be forwarded to the Assistant Deputy Comptroller. The Assistant
Deputy Comptroller shall retain the right to determine the adequacy of the
report 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.
(4) If the Board determines that an officer will continue in his/her
position but that the officer's depth of skills needs improvement, the Board
shall, within thirty (30) days following its determination, develop and
implement a written program, with specific time frames, to improve the officer's
performance, skills, and abilities. Upon completion, a copy of the written
program shall be submitted to the Assistant Deputy Comptroller.
(5) If the Board determines that an officer will not continue in
his/her position, the Board shall document the reasons for this decision in its
assessment performed pursuant to paragraph (2) of this Article, and shall within
sixty (60) days of such vacancy identify and provide notice to the Assistant
Deputy Comptroller, pursuant to paragraph (6) of this Article, of a qualified
and capable candidate for the vacant position who shall be vested with
sufficient executive authority to ensure the Bank's compliance with this
Agreement and the safe and sound operation of functions within the scope of that
position's responsibility.
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(6) Prior to the appointment of any individual to an executive officer
position, the Board shall submit to the Assistant Deputy Comptroller a written
statement of the Board's reasons for selecting the proposed officer and a
written description of the proposed officer's duties and responsibilities. The
Assistant Deputy Comptroller shall have the power to disapprove the appointment
of the proposed new officer. However, the lack of disapproval of such individual
shall not constitute an approval or endorsement of the proposed officer. The
requirement to submit information and the prior disapproval provisions of this
Article are based on the authority of 12 U.S.C. ss. 1818(b) and do not require
the Comptroller or the Assistant Deputy Comptroller to complete his review and
act on any such information or authority within ninety (90) days.
ARTICLE IV
STRATEGIC PLAN
(1) Within sixty (60) 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 nonperforming 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;
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(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 (1)(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
(1)(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) an action plan to improve bank earnings and accomplish identified
strategic goals and objectives, including individual
responsibilities, accountability and specific time frames;
(i) establishment and guidance of the Bank's strategic direction and
tolerance for interest rate risk.
(j) 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;
(k) a capital plan commensurate with the risk profile of the
institution;
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(l) control systems to mitigate risks associated with planned new
products, growth, or any proposed changes in the Bank's operating
environment;
(m) 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
(n) systems to monitor the Bank's progress in meeting the plan's
goals and objectives.
(2) Upon adoption, a copy of the plan, and any subsequent amendments or
revisions, shall be forwarded to the Assistant Deputy Comptroller for review and
prior written determination of no supervisory objection. Upon receiving a
determination of no supervisory objection from the Assistant Deputy Comptroller,
the Bank shall implement and adhere to the strategic plan.
(3) The Bank may not initiate any action, which deviates significantly
from the Board-approved Strategic Plan without a written determination of no
supervisory objection from the Assistant Deputy Comptroller. The Board must give
the Assistant Deputy Comptroller at least six (6) days advance, written notice
of its intent to deviate significantly from the Strategic Plan, along with an
assessment of the impact of such change on the Bank's condition, including a
profitability analysis and an evaluation of the adequacy of the Bank's
organizational structure, staffing, management information systems, internal
controls, and written policies and procedures to identify, measure, monitor, and
control the risks associated with the change in the Strategic Plan.
(4) For the purposes of this Article, changes that may constitute a
significant deviation from the Strategic Plan include, but are not limited to, a
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change in the Bank's marketing strategies, marketing partners, underwriting
practices and standards, credit administration, account management, collection
strategies or operations, fee structure or pricing, accounting processes and
practices, or funding strategy, any of which, alone or in aggregate, may have a
material impact on the Bank's operations or financial performance; or any other
changes in personnel, operations, or external factors that may have a material
impact on the Bank's operations or financial performance. For purposes of this
paragraph, personnel shall include the president, chief executive officer, chief
operating officer, chief financial officer, chief credit officer, chief
compliance officer, risk manager, auditor, member of the Bank's board of
directors, or any other position subsequently identified in writing by the
Assistant Deputy Comptroller.
(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 V
PROFIT PLAN
(1) Within sixty (60) days, the Board shall develop, implement, and
thereafter ensure Bank adherence to a three-year written profit plan, consistent
with the Bank's Strategic Plan as required in Article IV, 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;
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(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) The budgets and related documents required in paragraph (1) above
for 2010-2012 shall be submitted to the Assistant Deputy Comptroller upon
completion. 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
November 30, 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 Article.
ARTICLE VI
CAPITAL PLAN
(1) Within sixty (60) days, the Board shall develop, implement, and
thereafter ensure Bank adherence to a three-year capital program, consistent
with the Strategic Plan as required in Article IV. The program shall include:
(a) specific plans for the maintenance of adequate capital levels in
relation to the bank's risk profile;
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(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;
(e) contingency plans that identify alternative methods should the
primary source(s) under (d) above not be available; and
(f) a dividend policy that permits the declaration of a dividend
only:
(i) when the Bank is in compliance with its approved capital
program;
(ii) when the Bank is in compliance with 12 U.S.C. ss.ss. 56 and
60; and
(iii) with prior written notice to the Assistant Deputy
Comptroller. Upon receiving a notice from the Assistant
Deputy Comptroller, the Bank shall implement and adhere to
the dividend policy.
(2) Upon completion, the Bank's capital program shall be submitted to
the Assistant Deputy Comptroller for prior determination of no supervisory
objection. Upon receiving a determination of no supervisory objection from 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
annual basis, or more frequently if necessary. Copies of the reviews and updates
shall be submitted to the Assistant Deputy Comptroller.
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(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
CRITICIZED ASSETS
(1) The Bank shall take immediate and continuing action to protect its
interest in those assets criticized in the most recent Report of Examination
("ROE"), in any subsequent ROE, by internal or external loan review, or in any
list provided to management by the National Bank Examiners during any
examination.
(2) Within thirty (30) 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 most recent Report of Examination
("ROE"), in any subsequent ROE, 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.
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(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, 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
(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 quarterly 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 most recent Report of
Examination ("ROE"), 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 ($100,000) only if each of the following conditions
are 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,
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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 develop and implement a written strategy designed
to ensure that the Bank's high level of Other Real Estate Owned ("OREO") is
reduced to manageable levels.
(9) Upon adoption, the Board shall submit a copy of the plans 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
CONCENTRATIONS OF CREDIT
(1) Within sixty (60) days, the Board shall adopt, implement, and
thereafter ensure Bank adherence to a written concentration management program
consistent with OCC Bulletin 2006-46: Concentrations in Commercial Real Estate
Lending, Sound Risk Management Practices. The program shall include, but not
necessarily be limited to, the following:
(a) a review of the balance sheet to identify any concentrations of
credit;
(b) a written analysis of any concentration of credit identified
above in order to identify and assess the inherent credit,
liquidity, and interest rate risk;
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(c) policies and procedures to control and monitor concentrations of
credit;
(d) 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;
(e) periodic portfolio-level stress tests or sensitivity analysis to
quantify the impact on changing economic conditions on asset
quality, earnings, and capital;
(f) ongoing market analysis for the various property types
represented in the loan portfolio; and
(g) an action plan approved by the Board to reduce the risk of any
concentration deemed imprudent in the above analysis.
(2) For purposes of this Article, a concentration of credit is as
defined in the "Loan Portfolio Management" booklet of the Comptroller's
Handbook.
(3) The Board shall ensure that future concentrations of credit are
subjected to the analysis required by paragraph (1), subparagraph (b) of this
Article, and that the analysis demonstrates that the concentration will not
subject the Bank to undue credit, liquidity, or interest rate risk.
(4) The Board shall develop and implement a written strategy designed
to ensure that the Bank's high level of commercial real estate concentrations
are reduced to manageable levels.
(5) The Board shall forward a copy of any analysis performed on
existing or potential concentrations of credit to the Assistant Deputy
Comptroller immediately following the review.
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(6) 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 IX
LOAN PORTFOLIO MANAGEMENT
(1) The Board shall, within sixty (60) 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) an action plan to reduce the high level of credit risk in the
Bank;
(b) procedures to ensure that extensions of credit are granted, by
renewal or otherwise, to any borrower only after obtaining and
analyzing current, complete and satisfactory credit information
on the borrower and any guarantor, including, but not limited to,
annual financial statements, interim financial statements,
personal financial statements, all sources of cash flow, debt
service requirements, assets, liabilities, contingent
liabilities, and tax returns with supporting schedules;
(c) procedures that require any extension of credit (new, maturity
extension, or renewal) to be made only after obtaining and
validating current, complete and satisfactory credit information
about the borrower and any guarantor sufficient to fully assess
and analyze the borrower's and guarantor's global cash flow, debt
service requirements, assets, liabilities, contingent
liabilities, and global liquidity condition, and only after the
credit officer prepares a documented credit analysis, documents
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the reason or purpose for the extension of credit, and identifies
the source of repayment in writing;
(d) procedures to ensure conformance with loan approval requirements;
and
(e) procedures to measure the success of workout activities.
(2) Upon completion, a copy of the program shall be forwarded to the
Assistant Deputy Comptroller.
(3) The Board and senior management shall ensure that all lending
personnel adhere to the program and systems developed pursuant to this Article
and are held accountable for deviations from safe and sound credit risk
management practices.
(4) 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 X
LIQUIDITY MANAGEMENT
(1) The Board shall immediately ensure that liquidity of the Bank is
maintained at a level that is sufficient to sustain the Bank's current
operations and to withstand any anticipated or extraordinary demand against its
funding base. Such actions shall include, but not be limited to:
(a) reducing the level of liquidity risk at the institution;
(b) improving the level of sources of stable funding given the Bank's
anticipated liquidity and funding needs;
(c) reducing wholesale or credit sensitive liabilities and increasing
liquid assets;
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(d) revision of the Bank's strategic plan in light of the requirement
of this Article;
(e) establishment of prudent limits on the nature and amount of
liquidity risk that can be taken, particularly regarding
wholesale funding; and
(f) development and implementation of a comprehensive liquidity
contingency funding plan that forecasts funding needs and sources
under different stress scenarios, which represent management's
best estimate of balance sheet changes that may result from a
liquidity or credit event.
(2) The Board shall review the Bank's liquidity on a monthly basis.
Such reviews shall consider:
(a) a maturity schedule of certificates of deposit, including large
uninsured deposits;
(b) the volatility of demand deposits including escrow deposits;
(c) the amount and type of loan commitments and standby letters of
credit;
(d) an analysis of the continuing availability and volatility of
present funding sources;
(e) an analysis of the impact of decreased cash flow from the Bank's
loan portfolio resulting from delinquent and non-performing
loans; and
(f) the risk profile and overall condition of the institution.
(3) The Board shall take appropriate action to ensure adequate sources
of liquidity in relation to the Bank's needs. An analysis of the bank's
liquidity position shall be forwarded to the Assistant Deputy Comptroller
quarterly.
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ARTICLE XI
BROKERED DEPOSITS
(1) The Bank may accept Brokered Deposits (as defined by 12 C.F.R. ss.
337.6(a)(2)) for deposit at the Bank only after obtaining a prior written
determination of no supervisory objection from the Assistant Deputy Comptroller.
(2) The limitation of paragraph (1) shall include the acquisition of
Brokered Deposits through any transfer, purchase, or sale of assets, including
Federal funds transactions.
(3) If the Bank seeks to acquire Brokered Deposits, the Board shall
apply to the Assistant Deputy Comptroller for written permission. Such
application shall contain, at a minimum, the following:
(a) the dollar volume, maturities, and cost of the Brokered Deposits
to be acquired;
(b) the proposed use of the Brokered Deposits, i.e., short-term
liquidity or restructuring of liabilities to reduce cost;
(c) alternative funding sources available to the Bank; and
(d) the reasons why the Bank believes that the acceptance of the
Brokered Deposits does not constitute an unsafe and unsound
practice in its particular circumstances.
(4) The Assistant Deputy Comptroller may require the submission of such
additional information as necessary to make an informed decision. Upon
consideration of the Bank's application, the Assistant Deputy Comptroller will
determine whether the proposed acquisition of Brokered Deposits may be
accomplished in a safe and sound manner and may condition the Bank's acquisition
as the Assistant Deputy Comptroller shall deem appropriate.
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(5) Nothing in this article shall relieve the Bank of its obligation
under 12 U.S.C. ss. 1831f to seek necessary approvals from the Federal Deposit
Insurance Corporation before accepting Brokered Deposits and to comply with all
the requirements of 12 U.S.C. ss. 1831f.
ARTICLE XII
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
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.
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(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. ss. 1818(b)(1), and expressly does not form, and may not be construed
to form, a contract binding on the Comptroller or the United States.
Notwithstanding the absence of mutuality of obligation, or of consideration, or
of a contract, the Comptroller may enforce any of the commitments or obligations
herein undertaken by the Bank under his supervisory powers, including 12 U.S.C.
ss. 1818(b)(1), and not as a matter of contract law. The Bank expressly
acknowledges that neither the Bank nor the Comptroller has any intention to
enter into a contract. The Bank also expressly acknowledges that no officer or
employee of the Office of the Comptroller of the Currency has statutory or other
authority to bind the United States, the U.S. Treasury Department, the
Comptroller, or any other federal bank regulatory agency or entity, or any
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officer or employee of any of those entities to a contract affecting the
Comptroller's exercise of his 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.
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Kent D. Stone Date
Assistant Deputy Comptroller
Carolinas 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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J. Rodger Anthony Date
Walter L. Brooks Date
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Jennifer M. Champagne Date
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Janice E. Childress Date
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J. Bruce Gaston Date
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S. Ervin Hendricks, Jr. Date
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Joe E. Hooper Date
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Susan S. Jolly Date
Robert R. Spearman Date
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John M. Warren, Jr., M.D. Date
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George I. Wike, Jr. Date
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APPENDIX A
Cornerstone National Bank
Easley, South Carolina
CRITICIZED ASSET REPORT AS OF: ------------------------------------------------
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BORROWER(S):
ASSET BALANCE(S) AND OCC RATING (SM, SUBSTANDARD, DOUBTFUL OR LOSS):
$ CRITICISM
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AMOUNT CHARGED OFF TO DATE
-------------------------------------------------
FUTURE POTENTIAL CHARGE-OFF
-------------------------------------------------
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PRESENT STATUS (Fully explain any increase in outstanding balance; include past
due status, nonperforming, significant progress or deterioration, etc.):
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FINANCIAL AND/OR COLLATERAL SUPPORT (include brief summary of most current
financial information, appraised value of collateral and/or estimated value and
date thereof, bank's lien position and amount of available equity, if any,
guarantor(s) info, etc.):
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PROPOSED PLAN OF ACTION TO ELIMINATE ASSET CRITICISM(S) AND TIME FRAME FOR ITS
ACCOMPLISHMENT:
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IDENTIFIED SOURCE OF REPAYMENT AND DEFINED REPAYMENT PROGRAM (repayment program
should coincide with source of repayment):
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Use this form for reporting each criticized asset that exceeds one hundred
thousand dollars ($100,000) and retain the original in the credit file for
review by the examiners. Submit your reports quarterly until notified otherwise,
in writing, by the Assistant Deputy Comptroller.
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