Stipulation and Consent to the Issuance of a Consent Order



 Exhibit 10.2 

UNITED STATES OF AMERICA 

DEPARTMENT OF THE TREASURY 

COMPTROLLER OF THE CURRENCY 
  

							
	 In the Matter of:

FSGBank, N.A.

Chattanooga, Tennessee
	 	 )
 )

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	  	AA-EC-10-38	  	

 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 FSGBank, N.A., Chattanooga, Tennessee (“Bank”), pursuant to 12 U.S.C. § 1818(b), through the issuance of a Notice of Charges, for unsafe and unsound banking practices relating
to, among other issues, management, asset quality and credit risk management; 
 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 April 28, 2010 (“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). 







 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. 
 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. 


 

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 ARTICLE IV 

CLOSING PROVISIONS 

(1) 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, and is not an “eligible bank,” pursuant to the definition in 12 C.F.R. § 24(e)(4), for the purposes of 12 C.F.R. Part 24 regarding public welfare investments, 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. 

 (2) 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/ Ronald G. Schneck
	  	 April 28, 2010
	  	
	for Henry Fleming	  	Date	  	
	Director, Special Supervision Division	  		  	

  

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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. 
  

							
	 /s/ Randall L. Gibson
	 		 	 April 28, 2010
	 	
	Randall L. Gibson	 		 	Date	 	
				
	 /s/ Rodger B. Holley
	 		 	 April 28, 2010
	 	
	Rodger B. Holley	 		 	Date	 	
				
	 /s/ Carol H. Jackson
	 		 	 April 28, 2010
	 	
	Carol H. Jackson	 		 	Date	 	
				
	 /s/ Ralph L. Kendall
	 		 	 April 28, 2010
	 	
	Ralph L. Kendall	 		 	Date	 	
				
	 /s/ D. Ray Marler
	 		 	 April 28, 2010
	 	
	D. Ray Marler	 		 	Date	 	

  

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