ex102.htm


    Exhibit
10.2

     

    UNITED
STATES OF AMERICA 

    Before
the

    OFFICE
OF THRIFT SUPERVISION


    


    
      	 	 	 
	
               

              In
      the Matter of

               

              ALASKA
      PACIFIC BANK

               

              Juneau,
      Alaska

              OTS
      Docket NO. 04202

            	
              )

              )

              )

              )

              )

              )

              )

              
                )

              

            	
               

              Order
      No. WN-10-031

               

               

              Effective
      Date: September 28, 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 Alaska Pacific
Bank, Juneau, Alaska, OTS Docket No. 04202 (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

     

    
      Alaska
Pacific Bank

      Stipulation
and Consent to issuance of Order to Cease and Desist

      Page 1 of
6

       

    

    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    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.  Based on
its March 15, 2010 Comprehensive Report of Examination and its June 7, 2010
Information Technology Report of Examination of the Association, the OTS finds
that the Association has engaged in unsafe or unsound banking practices
resulting in deteriorating asset quality, ineffective risk management practices,
inadequate internal controls, and inadequate oversight and supervision at the
Association.

    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.

    

      Alaska
Pacific Bank

      Stipulation
and Consent to issuance of Order to Cease and Desist

      Page 2 of
6

    


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    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 l2 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. Pat/ 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 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.

     

    Alaska
Pacific Bank

    
      Stipulation
and Consent to issuance of Order to Cease and Desist

      Page 3 of
6

    


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    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 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.

     

    
      Alaska
Pacific Bank

      Stipulation
and Consent to issuance of Order to Cease and Desist

      Page 4 of
6

    


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

    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]

    
 

    
      Alaska
Pacific 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: 
	 	 
	ALASKA PACIFIC
      BANK	OFFICE OF THRIFT
      SUPERVISION
	Juneau, Alaska	 
	 	 
	
                By:
      /s/William A.
      Corbus                         
      

              	By: /s/ Philip A.
      Gerbick                                  
      
	     
       William A. Corbus	     
       Philip A. Gerbick
	      
       Chairman 	      
       Regional Director, Western Region
	 	 
	 	Date: See Effective
      Date on page 1 
	/s/Doug
      Andrew                                       
      	 
	Doug Andrew,
      Director 	 
	 	 
	/s/BethAnn
      Chapman                             
        	 
	BethAnn Chapman,
      Director 	 
	 	 
	/s/Craig E.
      Dahl                                        
      	 
	Craig E. Dahl,
      Director 	 
	 	 
	/s/Hugh N.
      Grant                                     
        	 
	Hugh N. Grant,
      Director 	 
	 	 
	/s/Scott C.
      Milner                                    
        	 
	Scott C. Milner,
      Director 	 
	 	 
	/s/Maxwell S.
      Rule                                  
        	 
	Maxwell S. Rule,
      Director 	 
	 	 
	/s/William J.
      Schmitz                              
        	 
	William J. Schmitz,
      Director 	 
	 	 
	/s/Linda
      Thomas                                    
        	 
	Linda Thomas,
      Director 	 


      

    

     

     

    Alaska
Pacific Bank

    Stipulation
and Consent to issuance of Order to Cease and Desist

    Page 6 of
6