Attached files
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| 8-K - SUPERIOR BANCORP | v201023_8k.htm |
| EX-10.3 - SUPERIOR BANCORP | v201023_ex10-3.htm |
| EX-99.1 - SUPERIOR BANCORP | v201023_ex99-1.htm |
| EX-10.2 - SUPERIOR BANCORP | v201023_ex10-2.htm |
| EX-10.4 - SUPERIOR BANCORP | v201023_ex10-4.htm |
UNITED
STATES OF AMERICA
Before
the
OFFICE
OF THRIFT SUPERVISION
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In
the Matter of
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Order
No.:
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SE-10-047
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SUPERIOR
BANK
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Effective
Date:
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November
2, 2010
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Tampa,
Florida
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OTS
Docket No. 18010
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STIPULATION AND CONSENT TO
ISSUANCE OF ORDER TO CEASE AND DESIST
WHEREAS, the Office of Thrift
Supervision (OTS), acting by and through its Regional Director for the Southeast
Region (Regional Director), and based upon information derived from the exercise
of its regulatory and supervisory responsibilities, has informed Superior Bank,
Tampa, Florida, OTS Docket No. 18010 (Association), that the OTS is of the
opinion that grounds exist to initiate an administrative proceeding against the
Association pursuant to 12 U.S.C. § 1818(b);
WHEREAS, the Regional
Director, pursuant to delegated authority, is authorized to issue Orders to
Cease and Desist where a savings association has consented to the issuance of an
order; and
WHEREAS, the Association
desires to cooperate with the OTS to avoid the time and expense of such
administrative cease and desist proceeding by entering into this Stipulation and
Consent to Issuance of Order to Cease and Desist (Stipulation) and, without
admitting or denying that such grounds exist, but only admitting the statements
and conclusions in Paragraphs 1 and 2 below concerning Jurisdiction, hereby
stipulates and agrees to the following terms:
Superior
Bank
Stipulation
and Consent to Issuance of Order to Cease and Desist
Page 1 of
7
Jurisdiction.
1. The
Association is a “savings association” within the meaning of 12 U.S.C. § 1813(b)
and 12 U.S.C. § 1462(4). Accordingly, the Association is “an insured
depository institution” as that term is defined in 12 U.S.C.
§ 1813(c).
2. Pursuant
to 12 U.S.C. § 1813(q), the Director of the OTS is the “appropriate Federal
banking agency” with jurisdiction to maintain an administrative enforcement
proceeding against a savings association. Therefore, the Association
is subject to the authority of the OTS to initiate and maintain an
administrative cease and desist proceeding against it pursuant to 12 U.S.C. §
1818(b).
OTS Findings of
Fact.
3. Based
on its April 26, 2010 examination of the Association (2010 Examination), the OTS
finds that the Association has engaged in unsafe or unsound banking practices
and failed to comply with conditions imposed in writing by the OTS
including:
(a) operating
the Association with an inadequate level of capital protection for the volume,
type and quality of assets held by the Association;
(b) operating
with inadequate earnings to augment capital and support reserves;
(c) operating
with an excessive level of adversely classified loans and assets;
(d) creating
and operating with an excessive concentration of commercial real estate and
construction loans.
(e) operating
the Association with a materially underfunded ALLL and inaccurately reported and
understated classified assets.
Superior
Bank
Stipulation
and Consent to Issuance of Order to Cease and Desist
Page 2 of
7
(f) engaging
in unsafe and unsound practices by failing to:
(i) provide
OTS with an acceptable business plan and capital plan that included reasonable
strategies to preserve and enhance capital, improve asset quality, and
strengthen and improve earnings;
(ii) adopt
and implement acceptable Allowance for Loan Lease Loss (ALLL) policies,
procedures and methodologies that ensured the timely establishment and
maintenance of adequate ALLLs;
(iii) adopt
and implement policies and procedures to ensure the Association indentified and
classified problem assets in compliance with 12 C.F.R. § 563.160 and 12 C.F.R.
Part 570; and
(iv) correct
all deficiencies and weaknesses identified in the 2010 Examination.
4. Based
on its 2010 Examination of the Association, the OTS finds that the Association
has engaged in violations of law and regulation, including:
(a) 12
C.F.R. § 560.101 (regarding Real Estate Lending Standards);
(b) 12
C.F.R. § 560.160 (regarding accurate and timely classification of
assets);
(c) 12
C.F.R. § 563.161 (regarding safe and sound management and financial policies);
and
(d) 12
C.F.R. § 563.170(c) (regarding establishment and maintenance of accurate books
and records).
Consent.
5. The
Association consents to the issuance by the OTS of the accompanying Order to
Cease and Desist (Order). The Association further agrees to comply
with the terms of the Order upon the Effective Date of the Order and stipulates
that the Order complies with all requirements of law.
Superior
Bank
Stipulation
and Consent to Issuance of Order to Cease and Desist
Page 3 of
7
Finality.
6. The
Order is issued by the OTS under 12 U.S.C. § 1818(b). Upon the
Effective Date, the Order shall be a final order, effective, and fully
enforceable by the OTS under the provisions of 12 U.S.C. § 1818(i).
Waivers.
7. The
Association waives the following:
(a) the
right to be served with a written notice of the OTS’s charges against it as
provided by 12 U.S.C. § 1818(b) and 12 C.F.R. Part 509;
(b) the
right to an administrative hearing of the OTS’s charges as provided by 12 U.S.C.
§ 1818(b) and 12 C.F.R. Part 509;
(c) the
right to seek judicial review of the Order, including, without limitation, any
such right provided by 12 U.S.C. § 1818(h), or otherwise to challenge the
validity of the Order; and
(d) any
and all claims against the OTS, including its employees and agents, and any
other governmental entity for the award of fees, costs, or expenses related to
this OTS enforcement matter and/or the Order, whether arising under common law,
federal statutes, or otherwise.
OTS Authority Not Affected.
8. Nothing
in this Stipulation or accompanying Order shall inhibit, estop, bar, or
otherwise prevent the OTS from taking any other action affecting the Association
if at any time the OTS deems it appropriate to do so to fulfill the
responsibilities placed upon the OTS by law.
Superior
Bank
Stipulation
and Consent to Issuance of Order to Cease and Desist
Page 4 of
7
Other Governmental Actions
Not Affected.
9. The
Association acknowledges and agrees that its consent to the issuance of the
Order is solely for the purpose of resolving the matters addressed herein,
consistent with Paragraph 8 above, and does not otherwise release, discharge,
compromise, settle, dismiss, resolve, or in any way affect any actions, charges
against, or liability of the Association that arise pursuant to this action or
otherwise, and that may be or have been brought by any governmental entity other
than the OTS.
Miscellaneous.
10. The
laws of the United States of America shall govern the construction and validity
of this Stipulation and of the Order.
11. If
any provision of this Stipulation and/or the Order is ruled to be invalid,
illegal, or unenforceable by the decision of any Court of competent
jurisdiction, the validity, legality, and enforceability of the remaining
provisions hereof shall not in any way be affected or impaired thereby, unless
the Regional Director in his or her sole discretion determines
otherwise.
12. All
references to the OTS in this Stipulation and the Order shall also mean any of
the OTS’s predecessors, successors, and assigns.
13. The
section and paragraph headings in this Stipulation and the Order are for
convenience only and shall not affect the interpretation of this Stipulation or
the Order.
14. The
terms of this Stipulation and of the Order represent the final agreement of the
parties with respect to the subject matters thereof, and constitute the sole
agreement of the parties with respect to such subject matters.
15. The
Stipulation and Order shall remain in effect until terminated, modified, or
suspended in writing by the OTS, acting through its Regional Director or other
authorized representative.
Superior
Bank
Stipulation
and Consent to Issuance of Order to Cease and Desist
Page 5 of
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Signature of Directors/Board
Resolution.
16. Each
Director signing this Stipulation attests that he or she voted in favor of a
Board Resolution authorizing the consent of the Association to the issuance of
the Order and the execution of the Stipulation. This Stipulation may
be executed in counterparts by the directors after approval of execution of the
Stipulation at a duly called board meeting.
[Remainder
of Page Intentionally Left Blank]
Superior
Bank
Stipulation
and Consent to Issuance of Order to Cease and Desist
Page 6 of
7
WHEREFORE, the Association, by
its directors, executes this Stipulation.
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Accepted
by:
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SUPERIOR
BANK
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OFFICE
OF THRIFT SUPERVISION
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Tampa,
Florida
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By:
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/s/ C. Stanley Bailey
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By:
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/s/ James G. Price
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C.
Stanley Bailey
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James
G. Price
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Chairman
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Regional
Director, Southeast Region
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Date:
See Effective Date on page 1
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/s/ C. Marvin Scott
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/s/ Peter L. Lowe
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C.
Marvin Scott, Director
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Peter
L. Lowe, Director
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/s/ Rick D. Gardner
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/s/ John C. Metz
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Rick
D. Gardner, Director
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John
C. Metz, Director
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/s/ Roger D. Barker
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Roger
D. Barker, Director
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D.
Dewey Mitchell, Director
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/s/ Thomas E. Dobbs, Jr.
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/s/ Robert R. Parrish,
Jr.
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Thomas
E. Dobbs, Jr., Director
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Robert
R. Parrish, Jr., Director
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/s/ Thomas E. Jernigan, Jr.
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/s/ Charles W. Roberts,
III
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Thomas
E. Jernigan, Jr., Director
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Charles
W. Roberts, III, Director
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/s/ James Mailon Kent, Jr.
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/s/ James C. White
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James
Mailon Kent, Jr., Director
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James
C. White,
Director
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Superior
Bank
Stipulation
and Consent to Issuance of Order to Cease and Desist
Page 7 of
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