EXHIBIT 10.1






Exhibit 10.1




FEDERAL DEPOSIT INSURANCE CORPORATION




WASHINGTON, D.C.




CALIFORNIA DEPARTMENT OF FINANCIAL INSTITUTIONS




SAN FRANCISCO, CALIFORNIA




	 	 	 	 	 
	

				
	



In the Matter of


ALLIANCE BANK

CULVER CITY, CALIFORNIA


(INSURED STATE NONMEMBER BANK)





 


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STIPULATION AND CONSENT

TO THE ISSUANCE

OF AN ORDER

TO CEASE AND DESIST

Docket FDIC-08-265b






     Subject to the acceptance of this STIPULATION AND CONSENT TO THE ISSUANCE OF AN ORDER TO CEASE
AND DESIST (“CONSENT AGREEMENT”) by the Federal Deposit Insurance Corporation (“FDIC”) and the
California Department of Financial Institutions (“CDFI”), it is hereby stipulated and agreed by and
between a representative of the Legal Division of FDIC, a representative of the CDFI, and Alliance
Bank, (“Bank”), as follows:



     1. The Bank has been advised of its right to receive a NOTICE OF CHARGES AND OF HEARING
(“NOTICE”) detailing the unsafe or unsound banking practices and violations of law alleged to have
been committed by the Bank and of its right to a public hearing on the alleged charges under
section 8(b)(l) of the Federal Deposit Insurance Act (“Act”), 12 U.S.C. § 1818(b)(l), and Section
1912 of the California Financial Code (“CFC”), and has waived those rights.



     2. The Bank, solely for the purpose of this proceeding and without admitting or denying any of
the alleged charges of unsafe or unsound banking practices and any violations of



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law, hereby consents and agrees to the issuance of an ORDER TO CEASE AND DESIST (“ORDER”) by
the FDIC and the CDFI. The Bank further stipulates and agrees that such ORDER will be deemed to be
an order which has become final under the Act and the CFC, and that said ORDER shall become
effective upon its issuance by the FDIC and the CDFI, and fully enforceable by the FDIC and the
CDFI pursuant to the provisions of the Act and the CFC.



     3. In the event the FDIC and the CDFI accepts the CONSENT AGREEMENT and issues the ORDER, it
is agreed that no action to enforce said ORDER in the United States District Court will be taken by
the FDIC, and no action to enforce said ORDER in State Superior Court will be taken by the CDFI,
unless the Bank or any institution-affiliated party, as such term is defined in section 3(u) of the
Act, 12 U.S.C. § 1813(u), has violated or is about to violate any provision of the ORDER,



     4. The Bank hereby waives:




	 	(a)	 	The receipt of a NOTICE;
	 
	 	(b)	 	All defenses in this proceeding;
	 
	 	(c)	 	A public hearing for the purpose of taking evidence on such alleged charges;
	 
	 	(d)	 	The filing of Proposed Findings of Fact and Conclusions of Law;
	 
	 	(e)	 	A recommended decision of an Administrative Law Judge; and





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	 	(f)	 	Exceptions and briefs with respect to such recommended decision.




     Dated: October 10, 2008.



	 	 	 
	FEDERAL DEPOSIT INSURANCE

CORPORATION, LEGAL DIVISION

BY:

	 	ALLIANCE BANK

CULVER CITY, CALIFORNIA
	 
	 	 
	/s/ Adam Bialosky

	 	/s/ Curtis Reis
	 

	 	 
	Adam Bialosky 

Senior Regional Attorney

	 	Curtis Reis
	 
	 	 
	CALIFORNIA DEPARTMENT OF FINANCIAL

	 	/s/ Robert H. Bothner
	 

	 	 
	INSTITUTIONS

	 	Robert H. Bothner
	BY:

	 	 
	 
	 	 
	/s/ James M. Patten

	 	/s/ Michael L. Abrams
	 

	 	 
	James
M. Patten 

Senior Counsel

	 	Michael L. Abrams
	 
	 	 
	 

	 	/s/ Lyn S. Caron
	 

	 	 
	 

	 	Lyn S. Caron
	 
	 	 
	 

	 	/s/ Willie D. Davis
	 

	 	 
	 

	 	Willie D. Davis
	 
	 	 
	 

	 	/s/ Daniel T. Jackson
	 

	 	 
	 

	 	Daniel T. Jackson
	 
	 	 
	 

	 	/s/ D. Gregory Scott
	 

	 	 
	 

	 	D. Gregory Scott
	 
	 	 
	 

	 	/s/ Andrew A. Talley
	 

	 	 
	 

	 	Andrew A. Talley
	 
	 	 
	 

	 	/s/ Robert H. Thompson
	 

	 	 
	 

	 	Robert H. Thompson

Comprising the Board of Directors

of Alliance Bank, Culver City,

California







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Exhibit 10.1




FEDERAL DEPOSIT INSURANCE CORPORATION




WASHINGTON, D.C.




DEPARTMENT OF FINANCIAL INSTITUTIONS




SAN FRANCISCO, CALIFORNIA




	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	In the Matter of

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	ALLIANCE BANK

	 	 	)	 	 	ORDER TO CEASE AND DESIST
	CULVER CITY, CALIFORNIA

	 	 	)	 	 	 
	 

	 	 	)	 	 	Docket FDIC-08-265b
	(INSURED STATE NONMEMBER BANK)

	 	 	)	 	 	 
	 
	 	 	)	 	 	 
	 	 	 	 	 	 	 






     Alliance Bank, Culver City, California (“Bank”), having been advised of its right to a NOTICE
OF CHARGES AND OF HEARING detailing the unsafe or unsound banking practices alleged to have been
committed by the Bank and of its right to a hearing on the alleged charges under section 8(b)(1) of
the Federal Deposit Insurance Act (“Act”), 12 U.S.C. § 1818(b)(1), and Section 1912 of the
California Financial Code and having waived those rights, entered into a STIPULATION AND CONSENT TO
THE ISSUANCE OF AN ORDER TO CEASE AND DESIST (“CONSENT AGREEMENT”) with counsel for the Federal
Deposit Insurance Corporation (“FDIC”), and with counsel for the California Department of Financial
Institutions (“CDFI”), dated                     , 2008, whereby solely for the purpose of this
proceeding and without admitting or denying the alleged charges of unsafe or unsound banking
practices and violations of law and/or regulations, the Bank consented to the issuance of an ORDER
TO CEASE AND DESIST (“ORDER”) by the FDIC and the CDFI.



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     The FDIC and the CDFI considered the matter and determined that they had reason to believe
that the Bank had engaged in unsafe or unsound banking practices. The FDIC and the CDFI,
therefore, accepted the CONSENT AGREEMENT and issued the following:



ORDER TO CEASE AND DESIST




     IT IS HEREBY ORDERED, that the Bank, its institution-affiliated parties, as that term is
defined in section 3(u) of the Act, 12 U.S.C. § 1813(u), and its successors and assigns, cease and
desist from the following unsafe and unsound banking practices, as determined during the Joint FDIC
and CDFI Examination (“Joint Examination”) commenced on June 30, 2008, the results of which were
discussed during a meeting with the Bank’s Board of Directors (“Board”) on September 26, 2008:



     (a) operating with management whose policies and practices are detrimental to the Bank and
jeopardize the safety of its deposits;



     (b) operating with the Board which has failed to provide adequate supervision over and
direction to the active management of the Bank;



     (c) operating with inadequate capital in relation to the kind and quality of assets held by
the Bank;



     (d) operating with an inadequate loan valuation reserve;



     (e) operating with a large volume of poor quality loans;



     (f) engaging in unsatisfactory lending and collection practices;



     (g) operating in such a manner as to produce operating losses; and



     (h) operating with inadequate provisions for liquidity.



     IT IS FURTHER ORDERED, that the Bank, its institution-affiliated parties, and its successors
and assigns, take affirmative action as follows:



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     1. The Bank shall have and retain qualified management.



          (a) Each member of management shall have qualifications and experience commensurate with his
or her duties and responsibilities at the Bank. Management shall include the following: (i) a
chief executive officer with proven ability in managing a bank of comparable size, and experience
in upgrading a low quality loan portfolio, improving earnings, and other matters needing particular
attention; (ii) a chief financial officer with demonstrated ability in all financial areas
including, but not limited to, accounting, regulatory reporting, budgeting and planning, management
of the investment function, liquidity management, and interest rate risk management; and (iii) a
chief credit officer with significant appropriate lending, collection, and loan supervision
experience and experience in improving a low quality loan portfolio. The chief executive officer,
the chief financial officer, and the chief credit officer are hereafter referred to collectively as
“Senior Executive Officers.” Each Senior Executive Officer shall be provided appropriate written
authority from the Bank’s Board to implement the provisions of this ORDER.




          (b) The qualifications of management shall be assessed on its ability to:




               (i) comply with the requirements of this ORDER;



               (ii) operate the Bank in a safe and sound manner;



               (iii) comply with applicable laws and regulations; and



               (iv) restore all aspects of the Bank to a safe and sound condition, including asset quality,
capital adequacy, earnings, management effectiveness, liquidity, and sensitivity to market risk.



     Without limiting the generality of the foregoing, the Commissioner of the CDFI
(“Commissioner”) and the Regional Director of the FDIC’s San Francisco Regional Office



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(“Regional Director”) reserve the right to determine whether current senior executive officers and
directors of the Bank will be considered to be qualified for purposes of this Order.




          (c) During the life of this ORDER, the Bank shall notify the Regional Director and the
Commissioner in writing when it proposes to add any individual to the Bank’s Board or employ any
individual as a Senior Executive Officer. The notification must be received at least thirty (30)
days before such addition or employment is intended to become effective and should include a
description of the background and experience of the individual or individuals to be added or
employed. The Bank shall not add, elect or appoint any individual to the Bank’s Board or employ
any individual as a Senior Executive Officer if the Commissioner or the Regional Director, in
response to the Bank’s notification as required in this paragraph, notifies the Bank of his or her
disapproval.




     2. Within sixty (60) days from the effective date of this ORDER, the Bank’s Board shall
increase its participation in the affairs of the Bank, assuming full responsibility for the
approval of sound policies and objectives and for the supervision of all of the Bank’s activities,
consistent with the role and expertise commonly expected for directors of banks of comparable size.
This participation shall include meetings to be held no less frequently than monthly at which, at
a minimum, the following areas shall be reviewed and approved: reports of income and expenses; new,
overdue, renewal, insider, charged-off, and recovered loans; investment activity; operating
policies; individual committee actions; and liquidity and interest rate risk/sensitivity reports.
The Bank’s Board minutes shall document these reviews and approvals, including the names of any
dissenting directors.



     3. (a) Within fifteen (15) days from the effective date of this ORDER, the Bank shall
formulate, adopt, and implement a comprehensive capital plan (the “Capital Plan”)
acceptable



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to the Regional Director and the Commissioner. Such Capital Plan shall identify
the sources and timing of additional capital and shall, at a minimum, provide a plan for compliance
with Paragraphs 3(b) and 3(c) of this ORDER. The Capital Plan shall also discuss plans and a
timeframe for seeking a merger or acquisition partner as an alternative should the Bank be unable
to meet the requirements of Paragraphs 3(b) and 3(c) of this ORDER.



          (b) By December 12, 2008, the Bank shall increase its Tier 1 capital by not less than
$30,000,000, and remain well capitalized during the life of this ORDER.




          (c) By November 12, 2008, the Bank shall submit a status report on the requirement to raise
capital, pursuant to subparagraph (b) above, to the Regional Director and the Commissioner.




          (d) The level of Tier 1 capital to be maintained during the life of this ORDER pursuant to
Subparagraph 3(a) shall be in addition to a fully funded allowance for loan and lease losses
(“Allowance”), the adequacy of which shall be satisfactory to the Regional Director and the
Commissioner as determined at subsequent examinations and/or visitations.




          (e) Any increase in Tier 1 capital necessary to meet the requirements of Paragraph 3 of this
ORDER may be accomplished by the following:




               (i) the sale of common stock; or



               (ii) the sale of noncumulative perpetual preferred stock; or



               (iii) the direct contribution of cash by the Bank’s Board, shareholders, and/or parent holding
company; or



               (iv) any other means acceptable to the Regional Director and the Commissioner; or



               (v) any combination of the above means.



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Any increase in Tier 1 capital necessary to meet the requirements of Paragraph 3 of this ORDER may
not be accomplished through a deduction from the Bank’s Allowance.




          (f) If all or part of the increase in Tier 1 capital required by Paragraph 3 of
this ORDER is accomplished by the sale of new securities, the Bank’s Board shall forthwith take all
necessary steps to adopt and implement a plan for the sale of such additional securities, including
the voting of any shares owned or proxies held or controlled by them in favor of the plan. Should
the implementation of the plan involve a public distribution of the Bank’s securities (including a
distribution limited only to the Bank’s existing shareholders), the Bank shall prepare offering
materials fully describing the securities being offered, including an accurate description of the
financial condition of the Bank and the circumstances giving rise to the offering, and any other
material disclosures necessary to comply with the Federal securities laws and California Financial
Code Section 690 et. seq. Prior to the implementation of the plan and, in any event, not less than
fifteen (15) days prior to the dissemination of such materials, the plan and any materials used in
the sale of the securities shall be submitted to the FDIC, Registration and Disclosure Unit,
Washington, D.C. 20429, for review, and the CDFI for review. Any changes requested to be made in
the plan or materials by the FDIC or the CDFI shall be made prior to their dissemination. If the
increase in Tier 1 capital is provided by the sale of noncumulative perpetual preferred stock, then
all terms and conditions of the issue, including but not limited to those terms and conditions
relative to interest rate and convertibility factor, shall be presented to the Regional Director
and the Commissioner for prior approval.




          (g) In complying with the provisions of Paragraph 3 of this ORDER, the Bank shall provide to
any subscriber and/or purchaser of the Bank’s securities, a written notice of any planned or
existing development or other changes, which are materially different from the




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information reflected in any offering materials used in connection with the sale of Bank
securities. The written notice required by this paragraph shall be furnished within ten (10) days
from the date such material development or change was planned or occurred, whichever is earlier,
and shall be furnished to every subscriber and/or purchaser of the Bank’s securities who received
or was tendered the information contained in the Bank’s original offering materials.




          (h) For the purposes of this ORDER, the terms “Tier 1 capital” and “total assets” shall
have the meanings ascribed to them in Part 325 of the FDIC’s Rules and Regulations, 12 C.F.R. §§
325.2(v) and 325.2(x).




     4. (a) During the life of this Order, the Bank shall have and maintain an adequate Allowance
commensurate to the overall risk in its portfolio.



          (b) Additionally, within thirty (30) days from the effective date of this ORDER, the Bank’s
Board shall develop or revise, adopt and implement a comprehensive policy for determining the
adequacy of the Allowance. The policy shall provide for a review of the Allowance at least once
each calendar quarter. Said review should be completed within twenty (20) days after the end of
each quarter, in order that the findings of the Bank’s Board with respect to the Allowance may be
properly reported in the quarterly Reports of Condition and Income. The review shall focus on the
results of the Joint Examination, the Bank’s internal loan review, loan loss experience, trends of
delinquent and non-accrual loans, potential loss exposure of significant credits, concentrations of
credit, and present and prospective economic conditions. In addition, the Bank should document the
analysis that resulted in the impairment decision for each loan under Financial Accounting
Standards Number 114 (“FAS 114”) and the impairment measurement method used. A deficiency in the
Allowance shall be remedied in the calendar quarter in which it is discovered, prior to submitting
the quarterly Reports of Condition and





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Income, by a charge to current operating earnings. The minutes of the Bank’s Board meeting at
which such review is undertaken shall indicate the results of the review. Upon completion of the
review, the Bank shall increase and maintain its Allowance consistent with the policy established.
Such policy and its implementation shall be satisfactory to the Regional Director and the
Commissioner as determined at subsequent examinations and/or visitations.




     5. Within sixty (60) days from the effective date of this ORDER, the Bank shall adopt and
implement a written plan for the reduction and collection of classified assets and delinquent
loans. The plan shall be acceptable to the Regional Director and the Commissioner.



     6. Within sixty (60) days from the effective date of this ORDER, the Bank shall develop or
revise, adopt, and implement a written plan requiring the prudent diversification of the Bank’s
loan portfolio. Such plan shall include, but not be limited to, specific goals and timeframes for
a reduction in the Bank’s current concentration in construction and land development loans. Such
plan and its implementation shall be acceptable to the Regional Director and the Commissioner.



     7. Within sixty (60) days of the effective date of this ORDER, the Bank shall develop and
submit to the Regional Director and the Commissioner a written three-year strategic plan. Such
plan shall address ways to ensure that the Bank maintains adequate capital and liquidity, and shall
specifically address the composition of the loan and deposit portfolios and provisions for
increasing the Bank’s core deposits. Such plan shall be in a form and manner acceptable to the
Regional Director and the Commissioner.



     8. Within sixty (60) days from the effective date of this ORDER, the Bank shall formulate and
implement a written profit plan. This plan shall be forwarded to the Regional Director and the
Commissioner for review and comment and shall address, at a minimum, goals



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and strategies for improving and sustaining the earnings of the Bank, including identification
of the major areas in, and means by which, the Bank’s Board will seek to improve the Bank’s
operating performance.



     9. (a) Within sixty (60) days from the effective date of this ORDER, the Bank shall formulate
and fully implement a comprehensive budget for all categories of income and expense. The budget
required by this paragraph shall include formal goals and strategies, consistent with sound banking
practices, to improve the Bank’s net interest margin, increase interest income, reduce
discretionary expenses, and improve and sustain the earnings of the Bank. The plan shall include a
description of the operating assumptions that form the basis for, and adequately support, major
projected income and expense components. Thereafter, the Bank shall formulate such a plan and
budget by November 30 of each subsequent year.



          (b) The budget required by this provision shall, upon completion, be submitted to the Regional
Director and the Commissioner for their review and opportunity for comment.




          (c) Following the end of each calendar quarter, the Bank’s Board shall evaluate the Bank’s
actual performance in relation to the budget and shall record the results of the evaluation, and
any actions taken by the Bank, in the minutes of the Bank’s Board meeting at which such evaluation
is undertaken.




     10. During the life of this Order, the Bank shall not engage in any new lines of business
except with the prior written approval of the Regional Director and the Commissioner.



     11. During the life of this ORDER, the Bank shall maintain sufficient on-balance sheet and
off-balance sheet liquidity to meet all obligations as they come due.



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     12. Within sixty (60) days from the effective date of this ORDER, the Bank shall develop or
revise, adopt, and implement a written liquidity and funds management policy. Such policy and its
implementation shall be in a form and manner acceptable to the Regional Director and the
Commissioner. At a minimum, the policy shall require a plan to reduce its reliance upon volatile
funding sources, including money desk and brokered deposits (“MDB Deposits”). The plan should
contain details as to the current composition of MDB Deposits by maturity and explain the means by
which such deposits will be paid or rolled over. The Regional Director and the Commissioner shall
have the right to reject the Bank’s plan. On the 10th and 25th days of each month, the Bank shall
provide a written progress report to the Regional Director and the Commissioner detailing the
level, source, and use of MDB Deposits with specific reference to progress under the Bank’s plan.
For purposes of this ORDER, brokered deposits are defined as described in section 337.6(a)(2) of
the FDIC’s Rules and Regulations to include any deposits funded by third party agents or nominees
for depositors, including deposits managed by a trustee or custodian when each individual
beneficial interest is entitled to or asserts a right to federal deposit insurance.



     13. During the life of this ORDER, the Bank shall file Consolidated Reports of Conditions and
Income which accurately reflect the financial condition of the Bank as of the end of the period for
which the Reports are filed, including any adjustment in the Bank’s books made necessary or
appropriate as a consequence of any FDIC or CDFI examination of the Bank during that reporting
period.



     14. The Bank shall not pay any cash dividends without the prior written consent of the
Regional Director and the Commissioner.



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     15. Within thirty (30) days of the end of the first quarter following the effective date of
this ORDER, and within thirty (30) days of the end of each quarter thereafter, the Bank shall
furnish written progress reports to the Regional Director and the Commissioner detailing the form
and manner of any actions taken to secure compliance with this ORDER and the results thereof. Such
reports shall include a copy of the Bank’s Report of Condition and the Bank’s Report of Income.
Such reports may be discontinued when the corrections required by this ORDER have been accomplished
and the Regional Director and the Commissioner have released the Bank in writing from making
further reports.



     16. Following the effective date of this ORDER, the Bank shall send to its shareholder(s) or
otherwise furnish a description of this ORDER in conjunction with the Bank’s next shareholder
communication and also in conjunction with its notice or proxy statement preceding the Bank’s next
shareholder meeting. The description shall fully describe the ORDER in all material respects. The
description and any accompanying communication, statement, or notice shall be sent to the FDIC,
Accounting and Securities Section, Washington, D.C. 20429, at least fifteen (15) days prior to
dissemination to shareholders. Any changes requested to be made by the FDIC shall be made prior to
dissemination of the description, communication, notice, or statement.



     17. This ORDER will become effective upon its issuance by the FDIC and the CDFI. Violation of
any provision of this ORDER will be deemed to be conducting business in an unsafe or unsound
manner, and will subject the Bank to further regulatory enforcement action. The provisions of this
ORDER shall remain effective and enforceable except to the extent that, and until such time as, any
provisions of this ORDER shall have been modified, terminated, suspended, or set aside by the FDIC
and the CDFI.



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Pursuant to delegated authority.



Dated at San Francisco and                                         , California, respectively,
this                     day of October, 2008 and this                      day of October, 2008.




	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Stan Ivie

	 	 	 	William S. Haraf
	Regional Director

	 	 	 	Commissioner of Financial Institutions
	Division of Supervision and

	 	 	 	California Department of Financial Institutions
	          Consumer Protection
	 	 	 	 
	San Francisco Region
	 	 	 	 
	Federal Deposit Insurance Corporation
	 	 	 	 







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