EX-10.6



 Exhibit 10.6 
 UNITED STATES OF AMERICA 
 BEFORE THE 

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM 
 WASHINGTON, D.C. 
  

			
	 Written Agreement by and between
	  	
		  	Docket No. 10-098-WA/RB-HC
	 VOLUNTEER BANCORP, INC.
	  	
	 Rogersville, Tennessee

 
 and

 
	  	
	 FEDERAL RESERVE BANK OF
	  	
	 ATLANTA
	  	
	 Atlanta, Georgia
	  	

 WHEREAS, Volunteer Bancorp, Inc., Rogersville, Tennessee (“VBI”), a registered bank holding
company, owns and controls The Citizens Bank of East Tennessee, Rogersville, Tennessee (the “Bank”), a state chartered nonmember bank, and a nonbank subsidiary; 
 WHEREAS, it is the common goal of VBI and the Federal Reserve Bank of Atlanta (the “Reserve Bank”) to maintain the financial soundness of VBI so that VBI may serve as a source of strength to the
Bank; 
 WHEREAS, VBI and the Reserve Bank have mutually agreed to enter into this Written Agreement (the
“Agreement”); and 
 WHEREAS, on May 20, 2010, the board of directors of VBI, at a duly constituted meeting, adopted a
resolution authorizing and directing Reed D. Matney to enter into this Agreement on behalf of VBI, and consenting to compliance with each and every provision of this Agreement by VBI and its institution-affiliated parties, as defined in sections
3(u) and 8(b)(3) of the Federal Deposit Insurance Act, as amended (the “FDI Act”) (12 U.S.C. §§ 1813(u) and 1818(b)(3)). 







 NOW, THEREFORE, VBI and the Reserve Bank agree as follows: 

Source of Strength 
 1.
The board of directors of VBI shall take appropriate steps to filly utilize VBI’s financial and managerial resources, pursuant to section 225.4(a) of Regulation Y of the Board of Governors of the Federal Reserve System (the “Board of
Governors”) (12 C.F.R. § 225.4(a)), to serve as a source of strength to the Bank, including, but not limited to, taking steps to ensure that the Bank complies with the Consent Order entered into with the Federal Deposit Insurance
Corporation on January 28, 2010 and any other supervisory action taken by the Bank’s federal or state regulator. 
 Dividends and
Distributions 
 2.      (a) VBI shall not declare or pay any dividends without the prior
written approval of the Reserve Bank and the Director of the Division of Banking Supervision and Regulation (the “Director”) of the Board of Governors. 
 (b) VBI shall not directly or indirectly take dividends or any other form of payment representing a reduction in capital from the Bank without the prior written approval of the Reserve Bank. 

(c) VBI and its nonbank subsidiary shall not make any distributions of interest, principal, or other sums on subordinated debentures or
trust preferred securities without the prior written approval of the Reserve Bank and the Director. 







 (d) All requests for prior approval shall be received by the Reserve Bank at least 30 days
prior to the proposed dividend declaration date, proposed distribution on subordinated debentures, and required notice of deferral on trust preferred securities. All requests shall contain, at a minimum, current and projected information on
VBI’s capital, earnings, and cash flow; the Bank’s capital, asset quality, earnings, and allowance for loan and lease losses; and identification of the sources of funds for the proposed payment or distribution. For requests to declare or
pay dividends, VBI must also demonstrate that the requested declaration or payment of dividends is consistent with the Board of Governors’ Policy Statement on the Payment of Cash Dividends by State Member Banks and Bank Holding Companies, dated
November 14, 1985 (Federal Reserve Regulatory Service, 4-877 at page 4-323). 
 Debt and Stock Redemption 

3.      (a) VBI and any nonbank subsidiary shall not, directly or indirectly, incur, increase, or guarantee
any debt without the prior written approval of the Reserve Bank. All requests for prior written approval shall contain, but not be limited to, a statement regarding the purpose of the debt, the terms of the debt, and the planned source(s) for debt
repayment, and an analysis of the cash flow resources available to meet such debt repayment. 
 (b) VBI shall not, directly or
indirectly, purchase or redeem any shares of its stock without the prior written approval of the Reserve Bank. 
 Compliance with Laws and
Regulations 
 4.      (a) In appointing any new director or senior executive officer, or
changing the responsibilities of any senior executive officer so that the officer would assume a different senior executive officer position, VBI shall comply with the notice provisions of section 32 of the FDI Act (12 U.S.C. §1831i) and
Subpart H of Regulation Y of the Board of Governors (12 C.F.R. §§ 225.71 et seq.). 







 (b) VBI shall comply with the restrictions on indemnification and severance payments of
section 18(k) of the FDI Act (12 U.S.C. § 1828(k)) and Part 359 of the Federal Deposit Insurance Corporation’s regulations (12 C.F.R. Part 359). 
 Progress Reports 
 5. Within 30 days after the end of each calendar quarter
following the date of this Agreement, the board of directors shall submit to the Reserve Bank written progress reports detailing the form and manner of all actions taken to secure compliance with the provisions of this Agreement and the results
thereof, and a parent company only balance sheet, income statement, and, as applicable, report of changes in stockholders’ equity. 

Communications 
 6. All
communications regarding this Agreement shall be sent to: 
 (a)     Robert D. Hawkins 

         Assistant Vice President 

         Federal Reserve Bank of Atlanta 

         1000 Peachtree Street, N.E. 

         Atlanta, Georgia 30309-4470 

(b)     Reed D. Matney 
          President and Chief Executive Officer 
          Volunteer Bancorp, Inc. 

         210 East Main Street 

         Rogersville, Tennessee 37857 

Miscellaneous 
 7.
Notwithstanding any provision of this Agreement, the Reserve Bank may, in its sole discretion, grant written extensions of time to VBI to comply with any provision of this Agreement. 

8. The provisions of this Agreement shall be binding upon VBI and its institution-affiliated parties, in their capacities as such, and
their successors and assigns. 







 9. Each provision of this Agreement shall remain effective and enforceable
until stayed, modified, terminated, or suspended in writing by the Reserve Bank. 
 10. The provisions of this
Agreement shall not bar, estop, or otherwise prevent the Board of Governors, the Reserve Bank, or any other federal or state agency from taking any other action affecting VBI, the Bank, any nonbank subsidiary of VBI, or any of their current or
former institution-affiliated parties and their successors and assigns. 
 11. Pursuant to section 50 of the FDI
Act (12 U.S.C. § 1831aa), this Agreement is enforceable by the Board of Governors under section 8 of the FDI Act (12 U.S.C. § 1818) . 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the 26th day of May, 2010. 

 

									
	VOLUNTEER BANCORP, INC.	 		 	 FEDERAL RESERVE BANK

OF ATLANTA

					
	By:	 	/s/    Reed D. Matney	 		 	By:	 	/s/    Robert D. Hawkins
		 	 Reed D. Matney
 President
and
	 		 		 	 Robert D. Hawkins
 Assistant
Vice President

		 	Chief Executive Officer