Exhibit 10.2


 


	
   

  	
  FDIC

  	
   

  
	
  Federal Deposit Insurance Corporation

  	
  Legal
  Division

  
	
  25 Jessie Street at Ecker
  Square, Suite 1400

  	
  San
  Francisco Regional Office

  
	
  San Francisco, California
  94105-2756

  	
  TEL:
  (415) 546-0160  FAX: (415) 808-7942

  



 


May 18,
2010


 


UPS OVERNIGHT
DELIVERY


 


The Board of Directors


Butte Community Bank


1360 E. Lassen Avenue


Chico, California 95973


 


	
  Subject:

  	
  In
  the Matter of:

  
	
   

  	
  Butte
  Community Bank

  
	
   

  	
  Chico,
  California

  
	
   

  	
  Docket
  FDIC-10-097b

  
	
   

  	
  Issuance
  of Consent Order

  



 


Members
of the Board:


 


The
San Francisco Regional Office of the Federal Deposit Insurance Corporation (“FDIC”)
has accepted the Stipulation to the Issuance of a Consent Order (“Stipulation”)
entered into by Butte Community Bank, Chico, California, on May 11, 2010,
and issued a Consent Order (“Order”) on May 18, 2010. Enclosed is a copy
of the executed Order and Stipulation.


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  /s/
  Elaine A. Laye

  
	
   

  	
  Elaine
  A. Laye

  
	
   

  	
  Counsel

  



 


 


Enclosures


 


	
  cc:

  	
  Gary
  S. Findley

  
	
   

  	
  Attorney
  at Law

  



 

















 


GARY
STEVEN FINDLEY & ASSOCIATES


 


	
  Gary Steven Findley*

  	
  A
  PROFESSIONAL CORPORATION

  	
  Telephone

  
	
  Thomas Q. Kwan

  	
  ATTORNEYS
  AT LAW

  	
  (714)
  630-7136

  
	
  Laura Dean-Richardson

  	
   

  	
  Telecopier

  
	
  Debra L. Barbin

  	
  1470
  NORTH HUNDLEY STREET

  	
  (714)
  630-7910

  
	
   

  	
  ANAHEIM,
  CALIFORNIA 92806

  	
   

  



 






*A Professional Corporation


May 11, 2010


 


Ms. Elaine
A. Laye, Counsel


Federal
Deposit Insurance Corporation


Legal
Division


25
Jessie Street @ Ecker Square, Suite 1400


San
Francisco, California 94105


 


	
  Re:

  	
  In
  the Matter of:

  
	
   

  	
  Butte
  Community Bank, Chico, California

  



 


Dear
Ms. Laye:


 


I serve as counsel for Butte Community Bank, Chico,
California (“Bank”). I have reviewed the facts related to the meeting of the
Bank’s Board of Directors (“Board”) held on May 11, 2010, I was present at
this meeting and am thoroughly familiar with the actions taken by the Board to
authorize the execution of the Stipulation of the Issuance of a Consent Order (“Stipulation”).


 


Therefore,
I can render the following opinion
that:


 


1.                                       the
above-referenced meeting of the Board was held in conformity with State law and
the Bylaws of the Bank;


 


2.                                       the action
taken by the Board at such meeting relating to the Stipulation was a valid and
binding act of the Bank; and


 


3.                                       the Stipulation
is a valid and binding agreement of the Bank.


 


	
   

  	
   

  	
  Respectfully,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GARY STEVEN FINDLEY &
  ASSOCIATES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary Steven Findley

  
	
   

  	
   

  	
  Gary Steven Findley

  
	
  GSF:b1

  	
   

  	
  Attorney at Law

  



 

















 


FEDERAL DEPOSIT INSURANCE CORPORATION


WASHINGTON, D.C.


 


CALIFORNIA DEPARTMENT OF FINANCIAL INSTITUTIONS


SAN FRANCISCO, CALIFORNIA


 


	
   

  	
   

  	
  )

  	
   

  	
   

  
	
  In
  the Matter of

  	
   

  	
  )

  	
   

  	
  STIPULATION
  TO THE

  
	
   

  	
   

  	
  )

  	
   

  	
  ISSUANCE
  OF A

  
	
  BUTTE COMMUNITY BANK

  	
   

  	
  )

  	
   

  	
  CONSENT
  ORDER

  
	
  CHICO, CALIFORNIA

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  )

  	
   

  	
  FDIC-10-097b

  
	
  (INSURED
  STATE NONMEMBER BANK)

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  )

  	
   

  	
   

  



 


Subject
to the acceptance of this Stipulation to the Issuance of a Consent Order (“Stipulation”)
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 Butte Community Bank, Chico, California (“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 and/or
regulations alleged to have been committed by the Bank and of its right to a
public 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 (“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 law and/or regulations, hereby consents and agrees to the
issuance of a Consent Order (“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 accept the Stipulation and issue 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;


 


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


 


(g)                                 The right to
appeal.


 


Dated:  May 11, 2010


 


	
  FEDERAL DEPOSIT INSURANCE

  	
   

  	
  BUTTE COMMUNITY BANK 

  
	
  CORPORATION, LEGAL
  DIVISION

  	
   

  	
  CHICO, CALIFORNIA

  
	
  BY:

  	
   

  	
  BY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Elaine A. Laye

  	
   

  	
  /s/ M. Robert Ching

  
	
  Elaine A. Laye

  	
   

  	
  M. Robert Ching, MD

  
	
  Counsel

  	
   

  	
   

  



 


2

















 


CALIFORNIA
DEPARTMENT OF


FINANCIAL
INSTITUTIONS


BY:


 


 


	
  /s/
  Jennifer L.W. Rumberger

  	
   

  	
  /s/
  John Coger

  
	
  Jennifer
  L.W. Rumberger

  	
   

  	
  John
  Coger

  
	
  Senior
  Counsel

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Donald W. Leforce

  
	
   

  	
   

  	
  Donald
  W. Leforce

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Eugene B. Even

  
	
   

  	
   

  	
  Eugene
  B. Even

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Robert L. Morgan

  
	
   

  	
   

  	
  Robert
  L. Morgan, MD

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Gary B. Strauus

  
	
   

  	
   

  	
  Gary
  B. Strauus, MD

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  John D. Lanam

  
	
   

  	
   

  	
  John
  D. Lanam

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Luther W. McLaughlin

  
	
   

  	
   

  	
  Luther
  W. McLaughlin, CPA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Hubert Townshend

  
	
   

  	
   

  	
  Hubert
  Townshend

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Ellis L. Matthews

  
	
   

  	
   

  	
  Ellis
  L. Matthews

  



 


3

















 


	
   

  	
   

  	
  /s/
  James S. Rickards

  
	
   

  	
   

  	
  James
  S. Rickards

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Keith Robbins

  
	
   

  	
   

  	
  Keith
  Robbins

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Comprising
  the Board of Directors of Butte

  
	
   

  	
   

  	
  Community
  Bank, Chico, California

  



 


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