Agreement by and between Intervest Bancshares Corporation and the Federal Reserv



 Exhibit 10.1 
 UNITED STATES OF AMERICA 
 BEFORE THE 

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

			
	Written Agreement by and between	  	
		
	INTERVEST BANCSHARES CORPORATION	  	
	New York, New York	  	
		  	Docket No. 10-248-WA/RB-HC
	and	  	
		
	FEDERAL RESERVE BANK OF NEW YORK	  	
	New York, New York	  	

 WHEREAS, Intervest Bancshares Corporation, New York, New York (“ Intervest”), a
registered bank holding company, owns and controls Intervest National Bank, New York, New York (the “Bank”), a national bank, and various nonbank subsidiaries; 
 WHEREAS, it is the common goal of Intervest and the Federal Reserve Bank of New York (the “Reserve Bank”) to maintain the financial soundness of Intervest so that Intervest may serve as a source
of strength to the Bank; 
 WHEREAS, Intervest and the Reserve Bank have mutually agreed to enter into this Written Agreement
(the “Agreement”); and 
 WHEREAS, on January 5, 2011, the board of directors of Intervest, at a duly constituted
meeting, adopted a resolution authorizing and directing Lowell S. Dansker to enter into this Agreement on behalf of Intervest, and consenting to compliance with each and every provision of this Agreement by Intervest 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, Intervest and the Reserve Bank agree as follows: 

Source of Strength 
 1.
The board of directors of Intervest shall take appropriate steps to fully utilize Intervest’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 Formal Agreement entered into with the Office of the
Comptroller of the Currency on December 9, 2010 and any other supervisory action taken by the Bank’s federal regulator. 

Dividends and Distributions 
 2. (a) Intervest 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) Intervest 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)
Intervest 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 

  
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subordinated debentures, and required notice of deferral on trust preferred securities. All requests shall contain, at a minimum, current and projected information on Intervest’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,
Intervest 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) Intervest 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) Intervest shall not, directly or indirectly, purchase or redeem any
shares of its stock without the prior written approval of the Reserve Bank. 
 Cash Flow 

4. Within 90 days of this Agreement, Intervest shall submit to the Reserve Bank a written statement of its planned sources and uses of
cash for debt service, operating expenses, and other purposes (“Cash Flow Projection”) for 2011. Intervest shall submit to the Reserve Bank a Cash Flow Projection for each calendar year subsequent to 2011 at least one month prior to the
beginning of that calendar year. 

  
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 Capital Plan 
 5. Within 90 days of this Agreement, Intervest shall submit to the Reserve Bank an acceptable written plan to maintain sufficient capital at Intervest on a consolidated basis. The plan shall, at a
minimum, address, consider, and include: 
 (a) The consolidated organization’s and the Bank’s current and future
capital requirements, including compliance with the Capital Adequacy Guidelines for Bank Holding Companies: Risk-Based Measure and Tier 1 Leverage Measure, Appendices A and D of Regulation Y of the Board of Governors (12 C.F.R. Part 225, App. A and
D) and the applicable capital adequacy guidelines for the Bank issued by the Bank’s federal regulator; 
 (b) the
adequacy of the Bank’s capital, taking into account the volume of classified credits, its risk profile, the adequacy of the allowance for loan and lease losses, current and projected asset growth, and projected earnings; 

(c) the source and timing of additional funds necessary to fulfill the consolidated organization’s and the Bank’s future
capital requirements; 
 (d) supervisory requests for additional capital at the Bank or the requirements of any supervisory
action imposed on the Bank by its federal regulator; and 
 (e) the requirements of section 225.4(a) of Regulation Y of the
Board of Governors that Intervest serve as a source of strength to the Bank. 
 6. Intervest shall notify the Reserve Bank, in
writing, no more than 30 days after the end of any quarter in which any of Intervest’s capital ratios fall below the approved plan’s minimum ratios. Together with the notification, Intervest shall submit an acceptable written plan that
details the steps that Intervest will take to increase Intervest’s capital ratios to or above the approved plan’s minimums. 

  
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 Compliance with Laws and Regulations 

7. (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, Intervest 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) Intervest 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 
 8.
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. 
 Approval and Implementation of Plan 
 9. (a) Intervest shall submit a
written capital plan that is acceptable to the Reserve Bank within the applicable time period set forth in paragraph 5 of this Agreement. 
 (b) Within 10 days of approval by the Reserve Bank, Intervest shall adopt the approved capital plan. Upon adoption, Intervest shall promptly implement the approved plan, and thereafter fully comply
with it. 
 (c) During the term of this Agreement, the approved capital plan shall not be amended or rescinded without the prior
written approval of the Reserve Bank. 

  
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 Communications 
 10. All communications regarding this Agreement shall be sent to: 
  

	 	(a)	Ms. Anita Awatramani 

   Senior Bank Examiner 
   Federal Reserve Bank
of New York 
   33 Liberty Street 

  New York, New York 10045 
  

	 	(b)	Mr. Lowell S. Dansker 

   Chairman & CEO 
   Intervest Bancshares
Corporation 
   One Rockefeller Plaza, Suite 400 

  New York, New York 10020 
 Miscellaneous 
 11. Notwithstanding any provision of this Agreement, the
Reserve Bank may, in its sole discretion, grant written extensions of time to Intervest to comply with any provision of this Agreement. 
 12. The provisions of this Agreement shall be binding upon Intervest and its institution-affiliated parties, in their capacities as such, and their successors and assigns. 

13. Each provision of this Agreement shall remain effective and enforceable until stayed, modified, terminated, or suspended in writing
by the Reserve Bank. 
 14. 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 Intervest, the Bank, any nonbank subsidiary of Intervest, or any of their current or former institution-affiliated parties and their successors and
assigns. 

  
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 15. 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 14th day of January, 2011. 
  

									
	INTERVEST BANCSHARES CORPORATION	  	 	  	FEDERAL RESERVE BANK OF NEW YORK
					
	By:	  	 /s/ Lowell S. Dansker
	  		  	By:	  	 /s/ Armin Lovi

		  	Lowell S. Dansker	  		  		  	Armin Lovi
		  	Chairman & CEO	  		  		  	Examining Officer


  
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