Exhibit 10.2







Exhibit 10.2 


UNITED STATES OF AMERICA

DEPARTMENT OF THE TREASURY

COMPTROLLER OF THE CURRENCY




	 	 	 	 	 	 	 	 	 
	In the Matter of:
	 	 	)	 	 	AA-EC-09-73
	Beach First National Bank
	 	 	)	 	 	 	 	 
	Myrtle Beach, South Carolina
	 	 	)	 	 	 	 	 






STIPULATION AND CONSENT TO THE ISSUANCE




OF A CONSENT ORDER




WHEREAS, the Comptroller of the Currency of the United States of America (“Comptroller” or
“OCC”) intends to initiate cease and desist proceedings against Beach First National Bank, Myrtle
Beach, South Carolina (“Bank”), pursuant to 12 U.S.C. § 1818(b), through the issuance of a Notice
of Charges, for practices as noted in the Report of Examination as of December 31, 2008 unsafe and
unsound banking practices relating to supervision of the Bank;



WHEREAS, the Bank, in the interest of compliance and cooperation, and without admitting or
denying any wrongdoing, consents to the issuance of a Consent Order,
dated November 3, 2009,
(“Order”) by executing this Stipulation and Consent to the Issuance of a Consent Order;



NOW THEREFORE, the Comptroller, through his authorized representative, and the Bank, through its
duly elected and acting Board of Directors, hereby stipulate and agree to the following:



ARTICLE I




JURISDICTION




(1) The Bank is a national banking association chartered and examined by the Comptroller
pursuant to the National Bank Act of 1864, as amended, 12 U.S.C. § 1 et seq.



(2) The Comptroller is “the appropriate Federal banking agency” regarding the Bank, pursuant
to 12 U.S.C. §§ 1813(q) and 1818(b).



(3) The Bank is an “insured depository institution” within the meaning of 12 U.S.C. §
1818(b)(1).


 


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(4) As a result of this Order:




	 	(a)	 	the Bank is not an “eligible bank” pursuant to 12 C.F.R. §
5.3(g)(4) for the purposes of 12 C.F.R. Part 5 regarding rules, policies and
procedures for corporate activities, unless otherwise informed in writing by the
OCC;
	 
	 	(b)	 	the Bank is subject to the limitation of 12 C.F.R. §
5.51(c)(6)(ii) for the purposes of 12 C.F.R. § 5.51 requiring OCC approval of a
change in directors and senior executive officers, unless otherwise informed in
writing by the OCC; and
	 
	 	(c)	 	the Bank is subject to the limitation on golden parachute and
indemnification payments provided by 12 C.F.R. § 359.1(f)(1)(ii)(C) and 12
C.F.R. § 5.51(c)(6)(ii), unless otherwise informed in writing by the OCC.





ARTICLE II




ACKNOWLEDGMENTS 




(1) The Bank acknowledges that said Order shall be deemed an “order issued with the consent of
the depository institution,” as defined in 12 U.S.C. § 1818(h)(2), and consents and acknowledges
that said Order shall become effective upon its issuance and shall be fully enforceable by the
Comptroller under the provisions of 12 U.S.C. § 1818. 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. § 1818, 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.



(2) The Bank also expressly acknowledges that no officer or employee of the Comptroller 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 officer or employee of
any of those entities to a contract affecting the Comptroller’s exercise of his supervisory
responsibilities.


 


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ARTICLE III




WAIVERS 





(1) The Bank, by signing this Stipulation and Consent, hereby waives:




	 	(a)	 	the issuance of a Notice of Charges pursuant to 12 U.S.C. §
1818(b);
	 
	 	(b)	 	any and all procedural rights available in connection with the
issuance of the Order;
	 
	 	(c)	 	all rights to a hearing and a final agency decision pursuant to
12 U.S.C. § 1818(i) or 12 C.F.R. Part 19;
	 
	 	(d)	 	all rights to seek any type of administrative or judicial review
of the Order; and
	 
	 	(e)	 	any and all rights to challenge or contest the validity of the
Order.





ARTICLE IV




CLOSING PROVISIONS 




(1) The provisions of this Stipulation and Consent shall not inhibit, estop, bar, or otherwise
prevent the Comptroller from taking any other action affecting the Bank if, at any time, the
Comptroller deems it appropriate to do so to fulfill the responsibilities placed upon him by the
several laws of the United States of America.



IN TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller as his representative,
has hereunto set his hand on behalf of the Comptroller.



	 	 	 	 	 
	/s/ Henry Fleming
 


	 	November 4, 2009
 

	 	  
	Henry Fleming 

Director, Special Supervision Division

	 	Date	 	 





 


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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.



	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
 
Michael Bert Anderson

	 	  

Date	 	 
	 
	 	 	 	 
	/s/ Orvis Bartlett Buie
 

Orvis Bartlett Buie

	 	November 3, 2009
 

Date
	 	 
	 
	 	 	 	 
	/s/ Raymond Cleary III
 

Raymond Cleary III

	 	November 3, 2009
 

Date
	 	 
	 
	 	 	 	 
	/s/
E. Thomas Fulmer

	 	November 3, 2009	 	 
	 

	 	 	 	 
	Fulmer Thomas E.

	 	Date	 	 
	 
	 	 	 	 
	/s/ Michael Harrington
 

Michael Harrrington

	 	November 3, 2009
 

Date
	 	 
	 
	 	 	 	 
	/s/ Joe Jarrett

	 	November 3, 2009	 	 
	 

	 	 	 	 
	Joe Jarrett

	 	Date	 	 
	 
	 	 	 	 
	/s/ Richard Lester

	 	November 3, 2009	 	 
	 

	 	 	 	 
	Richard Lester

	 	Date	 	 
	 
	 	 	 	 
	/s/ Leigh Ammons Meese
 

Leigh Ammons Meese

	 	November 3, 2009
 

Date
	 	 
	 
	 	 	 	 
	/s/ Rick Seagroves

	 	November 3, 2009	 	 
	 

	 	 	 	 
	Rick Seagroves

	 	Date	 	 
	 
	 	 	 	 
	/s/ Don Smith

	 	November 3, 2009	 	 
	 

	 	 	 	 
	Don Smith

	 	Date	 	 
	 
	 	 	 	 
	/s/ Samuel Robert Spann, Jr.

	 	November 3, 2009	 	 
	 	 	 	 	 
	Samuel Robert Spann, Jr.

	 	Date	 	 
	 
	 	 	 	 
	/s/ B. Larkin Spivey, Jr.

	 	November 3, 2009	 	 
	 

	 	 	 	 
	B. Larkin Spivey, Jr.

	 	Date	 	 
	 
	 	 	 	 
	/s/ Walter E. Standish
 

Walter E. Standish

	 	November 3, 2009
 

Date
	 	 
	 
	 	 	 	 
	/s/ James Yahnis

	 	November 3, 2009	 	 
	 

	 	 	 	 
	James Yahnis

	 	Date	 	 







 


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