Exhibit 10.9


 




	
  

  	
  UNITED STATES OF AMERICA Before the OFFICE OF THRIFT SUPERVISION In the Matter of Order No.: WN-10-13 FIRST FEDERAL BANK Harrison, Arkansas OTS Docket No. 02721
  Effective Date: April 14, 2010 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 (Regional Director), and based upon
  information derived from the exercise of its regulatory and supervisory
  responsibilities, has informed First Federal Bank, Harrison, Arkansas, OTS
  Docket No. 02721 (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 the Issuance of Order to
  Cease and Desist (Stipulation) and, without admitting or First Federal Bank
  Stipulation and Consent to Issuance of Order to Cease and Desist Page 1
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  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: 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. (a) Based
  on its September 21, 2009 examination (2009 examination) of the
  Association, the OTS finds that the Association has engaged in unsafe or
  unsound banking practices, including: (i) operating the Association with
  an inadequate level of capital protection for the volume, type and quality of
  assets held by the Association; (ii) operating the Association with an
  inadequate allowance for loan and lease losses for the volume, type, and
  quality of loans held; (iii) creating concentrations of credit without
  adequate and effective risk management problems; and (iv) operating the
  Association with inadequate internal review policies or procedures with respect
  to loan assets. (b) Based on its 2009 examination of the Association, the OTS
  finds that the Association also violated the following regulations: First
  Federal Bank Stipulation and Consent to Issuance of Order to Cease and Desist
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  (i) 12 C.F.R. §
  560.30 (Investment Limitations); (ii) 12 C.F.R. § 560.101 (Real Estate
  Lending Standards); and (iii) 12 C.F.R. Part 564 (Appraisal
  Requirements). Consent. 4. 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. Finality. 5. 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. 6. 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 First Federal Bank Stipulation and Consent to Issuance of
  Order to Cease and Desist Page 3 of 6 

  






 















	
  

  	
  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. 7. 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. Other
  Governmental Actions Not Affected. 8. 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 7 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. 9. The laws of
  the United States of America shall govern the construction and validity of
  this Stipulation and of the Order. 10. 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. 11. All references to the OTS in this
  Stipulation and the Order shall also mean any of the First Federal Bank
  Stipulation and Consent to Issuance of Order to Cease and Desist Page 4 of 6

  






 















	
  

  	
  OTS’s
  predecessors, successors, and assigns. 12. 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. 13. 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. 14. 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.
  Signature of Directors/Board
  Resolution. 15. 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. A copy of the Board Resolution 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] First Federal Bank Stipulation and Consent to Issuance of Order
  to Cease and Desist Page 5 of 6 

  






 















	
  

  	
  WHEREFORE, the
  Association, by its directors, executes this Stipulation. Accepted by: FIRST FEDERAL BANK OFFICE OF THRIFT
  SUPERVISION Harrison, Arkansas By: Larry J. Brandt, Chairman and Chief
  Executive Officer By: C.K. Lee Regional Director, Western Region Date: See
  Effective Date on Page 1 John P. Hammerschmidt, Senior Chairman Jeffrey L.
  Brandt, Director and Executive Vice President Frank L. Conner, Director
  Kenneth C. Savells, Director First Federal Bank Stipulation and
  Consent to Issuance of Order to Cease and Desist Page 6 of 6