Unassociated Document


    Exhibit
10.2

    


    UNITED
STATES OF AMERICA

    Before
the

    OFFICE
OF THRIFT SUPERVISION

    


    


    
      
        
          	 
      	 
      	 
      
	 
      	
                  )

                	 
      
	
                  In
      the Matter of

                	
                  )

                	
                  Order
      No.: CN 10-21

                
	 
      	
                  )

                	 
      
	 
      	
                  )

                	 
      
	
                  TIERONE
      BANK

                	
                  )

                	
                  Effective
      Date:  June 3, 2010

                
	 
      	
                  )

                	 
      
	 
      	
                  )

                	 
      
	
                  Lincoln,
      Nebraska

                	
                  )

                	 
      
	
                  OTS
      Docket No. 03309

                	
                  )

                	 
      
	 
      	
                  )

                	 
      


        

      

    

     

    ORDER TO CEASE AND
DESIST

     

    WHEREAS, TierOne Bank,
Lincoln, Nebraska, OTS Docket No. 03309 (Association), by and through its Board
of Directors (Board), has executed a Stipulation and Consent to Issuance of an
Order to Cease and Desist (Stipulation); and

     

    WHEREAS, the Association, by executing the
Stipulation, has consented and agreed to the issuance of this Order to Cease and
Desist (Order) by the Office of Thrift Supervision (OTS) pursuant to
12 U.S.C. § 1818(b); and

     

    WHEREAS, pursuant to delegated
authority, the OTS Regional Director for the Central Region (Regional Director)
is authorized to issue Orders to Cease and Desist where a savings association
has consented to the issuance of an order.

     

    NOW, THEREFORE, IT IS ORDERED
that:

     

    Cease and
Desist.

     

    1.           The
Association and its directors, officers, and employees shall cease and desist
from any action (alone or with others) for or toward, causing, bringing about,
participating in, counseling, or aiding
and abetting the unsafe or unsound practices that resulted in the Association
operating with: (a)
an excessive level of adversely classified and delinquent loans,
(b)  an inadequate level of capital for the volume, type and quality
of assets held by the Association, and (c) inadequate earnings to fund growth
and augment capital as described in the OTS Report of Examination of the
Association dated October 5, 2009 (2009 ROE).

    


    TierOne
Bank

    Order to
Cease and Desist

    Page 1 of
6


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    2.           The
Association and its directors, officers, and employees shall cease and desist
from any action (alone or with others) for or toward, causing, bringing about,
participating in, counseling, or aiding and abetting the violations of law and
regulation cited in the 2009 ROE, including:

     

    
      	
               
      

            	
              (a)

            	
              12
      C.F.R. § 560.160(a) (regarding classification of
  assets);

            


    

     

    (b)           12
C.F.R. § 560.160(b) (regarding allowance for loan and lease losses (ALLL) and
valuation allowances);

     

    (c)           12
C.F.R. §§ 564.3(a), 560.170(a), 560.170(b), and 560.170(e) (regarding
appraisals); and

     

    (d)           12
C.F.R. § 560.170(b) (regarding loan administration).

     

    Asset
Quality.

    


    
      	
              3.

            	
              (a)

            	
              By
      June 30, 2010, the Association shall develop an individual written
      specific workout plan for each adversely classified asset and asset
      designated as special mention (Criticized Asset)  or group of
      such Criticized Assets to any one borrower or loan relationship of five
      hundred thousand dollars ($ 500,000) or greater (collectively, Asset
      Workout Plans).

            


    

     

    
      	
            	
              (b)

            	
              Within
      forty-five (45) days after the end of each quarter, beginning with the
      quarter ending June 30, 2010, the Association shall submit a quarterly
      written asset status report (Quarterly Asset Report) to the
      Board.  The Board’s review of the Quarterly Asset Report shall
      be documented in the Board meeting minutes.  The Quarterly Asset
      Report shall include, at a minimum:

            


    

     

    TierOne
Bank

    Order to
Cease and Desist

    Page 2 of
6


    
      
         


      

      
         


        
          

        

      

      
         


      

    

              

    
      
        	 	(i) 	the
      current status of all Asset Workout Plans;


         

        	 	(ii) 	a
      comparison of classified assets to Tier 1 (Core) capital plus
    ALLL;


         

        	
                 
      

              	
                (iii)

              	
                a
      comparison of Criticized Assets to Tier 1 (Core) capital plus
      ALLL;

              


      

       

    

    
      	
               
      

            	
              (iv)

            	
              a
      comparison of classified assets and Criticized Assets at the current
      quarter end with the preceding
quarter;

            


    

     

    
      	
               
      

            	
              (v)

            	
              a
      breakdown of Criticized Assets by type and risk
  factor;

            


    

     

    
      
        	
                 
      

              	 	
                (vi)

              	
                a
      discussion of the actions taken during the preceding quarter to reduce the
      Association’s level of Criticized Assets;
and

              


         

        	 	 	(vii) 	any
      recommended revisions or updates to the Asset Workout
  Plans.


      

    

              

    
      	
            	
              (c)

            	
              Within
      fifty (50) days after the end of each quarter beginning with June 30,
      2010, a copy of the Quarterly Asset Report shall be provided to the
      Regional Director.

            


    

     

    
      Appraisals.

    

     

    
      	
              4.

            	
              (a)

            	
              Effective
      immediately, the Association shall comply with the amended appraisal
      policy approved at the October 27, 2009 Board meeting (Appraisal
      Policy).

            


    

     

    
      	
              
              

            	
              (b)

            	
              By
      June 30, 2010, the Association shall submit to the Regional Director a
      written plan for compliance with the Appraisal Policy that requires a
      monthly appraisal tracking report be submitted for Board
      review.

            


    

     

    Concentrations of
Credit.

     

    
      	
              5.

            	
              (a)

            	
              By
      June 30, 2010, the Association shall revise its written policy for
      identifying, monitoring, and controlling risks associated with
      concentrations of credit (Credit Concentration Policy) to ensure that it
      addresses all corrective actions set forth in the 2009 ROE relating to
      concentrations of credit.  The Credit Concentration Policy shall
      comply with all applicable laws, regulations and regulatory guidance and
      establish comprehensive concentration limits expressed as a percentage of
      Tier 1 (Core) Capital plus ALLL based on the Association’s risk
      profile.

            


    

     

    TierOne
Bank

    Order to
Cease and Desist

    Page 3 of
6

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
            	
              (b)

            	
              Immediately
      after Board approval of the Association’s revised Credit Concentration
      Policy, the Association shall implement and adhere to the Credit
      Concentration Policy.  A copy of the Credit Concentration Policy
      shall be provided to the Regional Director within five (5) days of
      adoption by the Board.

            


    

     

    Board Oversight of
Compliance with Order and Supervisory Agreement.

     

    6.            Effective immediately, the Board shall monitor and coordinate the Association’s
compliance with the provisions of this Order and the Supervisory Agreement entered into
between the Association and the OTS effective January 15, 2009 (Supervisory
Agreement).  The Board shall review and adopt all policies and
procedures required by this Order prior to submission to the OTS and shall
monitor and coordinate
completion of all corrective actions required in the 2009 ROE.

     

    7.           Within twenty (20) days after the end of each month, beginning with the month ending May 31, 2010, the Association shall prepare a written compliance progress report for the
Board (Compliance Tracking Report).  The Compliance Tracking Report
shall, at a minimum:

     

    (a)           separately list each corrective action
required by this Order and the 2009 ROE;

     

    (b)           separately list each corrective action
required by the Supervisory Agreement;

     

    (b)           identify the required or anticipated
completion date for each corrective action; and

     

    (c)           discuss
the current status of each corrective action, including the action(s) taken or to be taken to
comply with each corrective action.

     

    TierOne
Bank

    Order to
Cease and Desist

    Page 4 of
6

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    8.           Within thirty (30) days after the end of
each month, beginning with month ending      May
31, 2010, the Board shall review the Compliance Tracking Report and all
reports required to be prepared by this Order and the Supervisory
Agreement.  Following its review, the Board shall adopt a resolution:
(a) certifying that each
director has reviewed the
Compliance Tracking Report and all required reports; and
(b) documenting any corrective actions
adopted by the Board.  A copy of the Compliance
Tracking Report and the Board resolution shall be provided to the Regional
Director within five (5) days after the Board meeting.

     

    Effective Date,
Incorporation of Stipulation.

     

    9.           This
Order is effective on the Effective Date as shown on the first
page.  The Stipulation is made a part hereof and is incorporated
herein by this reference.

     

    Duration.

     

    10.           This
Order shall remain in effect until terminated, modified, or suspended, by
written notice of such action by the OTS, acting by and through its authorized
representatives.

     

    Time
Calculations.

     

    11.           Calculation
of time limitations for compliance with the terms of this Order run from the
Effective Date and shall be based on calendar days, unless otherwise
noted.

     

    12.           The
Regional Director or an OTS authorized representative may extend any of the
deadlines set forth in the provisions of this Order upon written request by the
Association that includes reasons in support for any such
extension.  Any OTS extension shall be made in writing.

     

    Submissions and
Notices.

     

    13.           All
submissions, including any reports, to the OTS that are required by or
contemplated by this Order shall be submitted within the specified
timeframes.

     

    TierOne
Bank

    Order to
Cease and Desist

    Page 5 of
6


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    14.           Except
as otherwise provided herein, all submissions, requests, communications,
consents, or other documents relating to this Order shall be in writing and sent
by first class U.S. mail (or by reputable overnight carrier, electronic
facsimile transmission, or hand delivery by messenger) addressed as
follows:

     

    (a)           To the OTS:

     

    Regional Director

    Office of Thrift
Supervision

    One South Wacker Drive, Suite
2000

    Chicago,
Illinois  60606

    Facsimile: (312) 917-5001

    


    (b)           To the
Association:

    


    President

    TierOne Bank

    1235 “N” Street

    Lincoln,
Nebraska  68508-2008

    Facsimile: (402) 435-0427

    


    No Violations
Authorized.

    


    15.           Nothing
in this Order or the Stipulation shall be construed as allowing the Association,
its Board,
officers, or employees to violate any law, rule, or regulation.

    


    IT
IS SO ORDERED.

    


     

    OFFICE
OF THRIFT SUPERVISION

     

    By: /s/ Daniel T.
Mckee                                                           

           Daniel
T. McKee

           Regional
Director, Central Region

    Date: See
Effective Date on page 1

    


    TierOne
Bank

    Order to
Cease and Desist

    Page 6 of
6