**Exhibit 10.2**

**UNITED STATES OF AMERICA**

**Before the**

**OFFICE OF THRIFT SUPERVISION**

 

**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 Western Region (RegionalDirector), and based upon information derived from the exercise of its regulatory and supervisory responsibilities, has informed Southwest Securities, FSB, Dallas, Texas, OTS Docket No. 08287 (Association), that the OTS is of the opinion thatgrounds 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 savingsassociation has consented to the issuance of an order; and 

**WHEREAS**, the Association desires to cooperate with the OTSto avoid the time and expense of such administrative cease and desist proceeding by entering into this Stipulation and Consent to the Issuance of Order to Cease and Desist (Stipulation) and, without admitting or denying that such grounds exist, butonly admitting the statements and conclusions in Paragraphs 1 and 2 below concerning Jurisdiction, hereby stipulates and agrees to the following terms: 

 
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**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 “aninsured depository institution” as that term is defined in 12 U.S.C. § 1813(c). 

2.     Pursuant to 12U.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 theauthority 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 examination of the Association, as described more fully in the Report of Examination, dated September 20,2010 (2010 ROE), the OTS finds that the Association has engaged in unsafe or unsound banking practices, including operating the Association with inadequate earnings to augment capital and to cover continuing losses, and with an excessive level ofadversely classified loans or assets. 

4.     As further described in the 2010 ROE, the OTS also finds that theAssociation has engaged in violations of law and regulation, including: 

(a)     12 C.F.R § 560.160(failure to classify assets); and 

(b)     12 C.F.R. § 560.170(d) (failure to undertake appropriatecredit administration and monitoring of loans). 

 
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Stipulation and Consent to Issuance of Order to Cease and Desist 

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**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 Orderupon the Effective Date of the Order and stipulates that the Order complies with all requirements of law. 

**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) and12 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 forthe 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. 

 
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**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 timethe OTS deems it appropriate to do so to fulfill the responsibilities placed upon the OTS by law. 

**Other Governmental Actions NotAffected.**

9.     The Association acknowledges and agrees that its consent to the issuance of the Order is solelyfor 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 theAssociation 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 Americashall govern the construction and validity of this Stipulation and of the Order. 

11.     If any provision of thisStipulation 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 orimpaired thereby, unless the Regional Director in his or her sole discretion determines otherwise. 

12.     All referencesto 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 theinterpretation of this Stipulation or the Order. 

 
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14.     The terms of this Stipulation and of the Order represent the final agreement ofthe 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, actingthrough its Regional Director or other authorized representative. 

**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 ofthe 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. A copy of the BoardResolution authorizing execution of this Stipulation shall be delivered to the OTS, along with the executed original(s) of this Stipulation. 

**[Remainder of Page Intentionally Left Blank]**

 
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**WHEREFORE,** the Association, by its directors, executes this Stipulation. 

 

 

**SOUTHWEST SECURITIES, FSB**

**Dallas, Texas**
By: **/s/ John Holt** John Holt, Chairman and CEO **/s/ Don A. Buchholz** Don A. Buchholz, Director **/s/ Robert A. Buchholz** Robert A. Buchholz, Director **/s/ Charles Green** Charles Green, Director **/s/ Larry A. Jobe** Larry A. Jobe, Director **/s/ Jerry Pavlas** Jerry Pavlas, Director **/s/ James H. Ross** James H. Ross, Director **/s/ Joel T. Williams III** Joel T. Williams III,Director
Accepted by:

 

**OFFICE OF THRIFT SUPERVISION**
By: **/s/ Philip A. Gerbick** Philip A. Gerbick 
Regional Director, Western Region

Date: See Effective Date on page 1

 
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