Exhibit 10.1


 


AGREEMENT BY AND BETWEEN


Southern First Bank, N.A.


Greenville, SC


and


The Comptroller of the Currency


 


Southern
First Bank, N.A., Greenville, SC (“Bank”) and the Comptroller of the Currency
of the United States of America (“Comptroller”) wish to protect the interests
of the depositors, other customers, and shareholders of the Bank, and, toward
that end, wish the Bank to operate safely and soundly and in accordance with
all applicable laws, rules and regulations.


 


The Comptroller, through his National Bank Examiner,
has examined the Bank and his findings are contained in the Report of
Examination (“ROE”) for the examination that commenced on June 1,
2009.  The Comptroller has found unsafe
and unsound banking practices relating to credit administration, credit risk
management and liquidity risk management at the Bank.


 


In consideration of the above premises, it is agreed,
between the Bank, by and through its duly elected and acting Board of Directors
(“Board”), and the Comptroller, through his authorized representative, that the
Bank shall operate at all times in compliance with the articles of this
Agreement.


 


ARTICLE I


 


JURISDICTION


 


(1)                                  This Agreement shall be construed to be a “written agreement
entered into with the agency” within the meaning of 12 U.S.C. §  1818(b)(1).


 


(2)                                  This Agreement shall be construed to be a “written agreement
between such depository institution and such agency” within the meaning of 12
U.S.C. § 1818(e)(1) and 12 U.S.C. § 1818(i)(2).


 


(3)                                  This Agreement shall be construed to be a “formal written
agreement” within the meaning of 12 C.F.R. § 5.51(c)(6)(ii).  See 12 U.S.C. § 1831i.


 


(4)                                  This Agreement shall be construed to be a “written agreement”
within the meaning of 12 U.S.C. § 1818(u)(1)(A).


 


(5)                                  All reports or plans which the Bank or Board has agreed to
submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be
forwarded to the:


 


Assistant
Deputy Comptroller


Carolinas Field Office


212 South Tryon Street, Suite 700


Charlotte, NC 28281


 

















 


ARTICLE II


 


COMPLIANCE COMMITTEE


 


(1) Within thirty (30) days of the date of this
Agreement, the Board shall appoint a Compliance Committee of at least five (5) directors,
of which no more than one (1) shall be an employee or controlling
shareholder of the Bank or any of its affiliates (as the term “affiliate” is
defined in 12 U.S.C. § 371c(b)(1)), or a family member of any such person.  Upon appointment, the names of the members of
the Compliance Committee and, in the event of a change of the membership, the
name of any new member shall be submitted in writing to the Assistant Deputy
Comptroller.  The Compliance Committee
shall be responsible for monitoring and coordinating the Bank’s adherence to
the provisions of this Agreement.


 


(2) The Compliance Committee shall meet at least
monthly.


 


(3) Within thirty (30) days of the date of this
Agreement and quarterly thereafter, the Compliance Committee shall submit a
written progress report to the Board setting forth in detail:


 


(a) a description of the action needed to achieve
full compliance with each Article of this Agreement;


 


(b) actions taken to comply with each Article of
this Agreement; and


 


(c) the results and status of those actions.


 


(4) The Board shall forward a copy of the
Compliance Committee’s report, with any additional comments by the Board, to
the Assistant Deputy Comptroller within ten (10) days of receiving such
report.


 


ARTICLE III


 


CRITICIZED ASSETS


 


(1) The Bank shall take immediate and continuing
action to protect its interest in those assets criticized in the ROE, in any
subsequent Report of Examination, by internal or external loan review, or in
any list provided to management by the National Bank Examiners during any
examination.


 


(2) Within sixty (60) days, the Board shall
adopt, implement, and thereafter ensure Bank adherence to an updated written
program designed to eliminate the basis of criticism of assets criticized in
the ROE, in any subsequent Report of Examination, or by any internal or
external loan review, or in any list provided to management by the National
Bank Examiners during any examination as “doubtful,” “substandard,” or “special
mention.”  This updated program shall
include, at a minimum:


 


(a) an identification of the expected sources of
repayment;


 


(b) the appraised value of supporting collateral
and the position of the Bank’s lien on such collateral where applicable;


 


(c) an analysis of current and satisfactory
credit information, including cash flow analysis where loans are to be repaid
from operations; and


 


(d) the proposed action to eliminate the basis of
criticism and the time frame for its accomplishment.


 

















 


(3) Upon adoption, a copy of the updated program
for all criticized assets equal to or exceeding two hundred fifty thousand
dollars ($250,000) shall be forwarded to the Assistant Deputy Comptroller.


 


(4) The Board shall ensure that the Bank has
processes, personnel, and control systems to ensure implementation of and
adherence to the updated program developed pursuant to this Article.


 


(5) The Board, or a designated committee, shall
conduct a review, on at least a quarterly basis, to determine:


 


(a) the status of each criticized asset or
criticized portion thereof that equals or exceeds two hundred fifty thousand
dollars ($250,000);


 


(b) management’s adherence to the program adopted
pursuant to this Article;


 


(c) the status and effectiveness of the written
program; and


 


(d) the need to revise the program or take
alternative action.


 


(6) A copy of each review shall be forwarded to
the Assistant Deputy Comptroller on a quarterly basis (in a format similar to
Appendix A, attached hereto).


 


(7) The Bank may extend credit, directly or
indirectly, including renewals, extensions or capitalization of accrued
interest, to a borrower whose loans or other extensions of credit are
criticized in the ROE, in any subsequent Report of Examination, in any internal
or external loan review, or in any list provided to management by the National
Bank Examiners during any examination and whose aggregate loans or other
extensions exceed one hundred thousand dollars ($100,000) only if each of the
following conditions is met:


 


(a) the Board or designated committee finds that
the extension of additional credit is necessary to promote the best interests
of the Bank and that prior to renewing, extending or capitalizing any
additional credit, a majority of the full Board (or designated committee)
approves the credit extension and records, in writing, why such extension is
necessary to promote the best interests of the Bank; and


 


(b) a comparison to the written program adopted
pursuant to this Article shows that the Board’s formal plan to collect or
strengthen the criticized asset will not be compromised.


 


(8) A copy of the approval of the Board or of the
designated committee shall be maintained in the file of the affected borrower.


 


ARTICLE IV


 


CREDIT RISK


 


(1) Within ninety (90) days, the Board shall
develop, implement, and thereafter ensure Bank adherence to a written program
to reduce the high level of credit risk in the Bank.  The program shall include, but not be limited
to:


 


(a) procedures to strengthen credit underwriting,
particularly in the commercial real estate portfolio;


 


(b) procedures to ensure satisfactory and
perfected collateral documentation;


 

















 


(c) procedures to ensure that extensions of
credit are granted, by renewal or otherwise, to any borrower only after
obtaining and analyzing current and satisfactory credit information;


 


(d) procedures to ensure pre- and post-funding
analysis is comprehensive and includes a complete analysis of the primary
source of repayment, guarantor support, and collateral value.  Analysis must include assessment and
verification of contingent liabilities, and liquid assets when consideration is
given as part of the loan approval decision;


 


(e) An action plan approved by the Board to
improve asset diversification and reduce the risk of any concentration of
credit deemed imprudent.  For purposes of
this Article, a concentration of credit is as defined in the “Loan Portfolio
Management” booklet of the Comptroller’s Handbook.


 


(f) procedures to ensure the re-appraisal of
property that defines the criteria for when a new or adjusted appraisal is
required based upon changes in market conditions, original project plans, or
loans subject to criticism.


 


(2) Within ninety (90) days, the Board shall
develop, implement, and thereafter ensure Bank adherence to systems which
provide for effective monitoring of:


 


(a) compliance with the Bank’s lending policies
and laws, rules, and regulations pertaining to the Bank’s lending function;


 


(b) adequacy of credit and collateral
documentation.


 


(3) The Board shall ensure that the Bank has
processes, personnel, and control systems to ensure implementation of and
adherence to the program and systems developed pursuant to this Article.


 


(4) At least quarterly, the Board shall prepare a
written assessment of the bank’s credit risk, which shall evaluate the Bank’s
progress under the aforementioned program. 
The Board shall submit a copy of this assessment to the Assistant Deputy
Comptroller.


 


ARTICLE V


 


CREDIT AND COLLATERAL EXCEPTIONS


 


(1) Within ninety (90) days the Board shall take
the necessary steps to obtain current and satisfactory credit information on
all loans lacking such information, including those listed in the ROE, in any
subsequent Report of Examination, in any internal or external loan review, or
in any listings of loans lacking such information provided to management by the
National Bank Examiners at the conclusion of an examination.


 


(2) Within ninety (90) days the Board shall take the
necessary steps to ensure proper collateral documentation is maintained on all
loans and correct each collateral exception listed in the ROE, in any
subsequent Report of Examination, in any internal or external loan review, or
in any listings of loans lacking such information provided to management by the
National Bank Examiners at the conclusion of an examination.


 


(3) If the Board is unable to obtain the credit
information or collateral documentation required by paragraphs (1) and (2) of
this Article within ninety (90) days, the Board shall document its efforts
to obtain such information or documentation, and maintain the documentation of
its efforts in the loan file.


 

















 


(4) Effective immediately, the Bank may grant,
extend, renew, alter or restructure any loan or other extension of credit only
after:


 


(a) documenting the specific reason or purpose
for the extension of credit;


 


(b) identifying the expected source of repayment
in writing;


 


(c) structuring the repayment terms to coincide
with the expected source of repayment;


 


(d) obtaining and analyzing current and
satisfactory credit information, including cash flow analysis, where loans are
to be repaid from operations;


 


(i) Failure to obtain the
information in (3)(d) shall require a majority of the full Board (or a
delegated committee thereof) to certify in writing the specific reasons why
obtaining and analyzing the information in (3)(d) would be detrimental to
the best interests of the Bank.


 


(ii) A copy of the Board
certification shall be maintained in the credit file of the affected
borrower(s).  The certification will be
reviewed by this Office in subsequent examinations of the Bank; and


 


(e) documenting, with adequate supporting
material, the value of collateral and properly perfecting the Bank’s lien on it
where applicable.


 


ARTICLE VI


 


APPRAISALS
OF REAL PROPERTY


 


(1)                                  Within thirty (30) days, the Board shall engage the services
of an independent, professionally certified, or licensed appraiser(s) to
provide:


 


(a)                                  a written or updated appraisal, in accordance with 12 C.F.R. Part 34,
for each parcel of real property that represents primary collateral behind any
extension of credit where:


 


(i)                                    the loan was criticized in the ROE or by the Bank’s internal
loan review, and the most recent independent appraisal is more than
twelve (12) months old; or


 


(ii)                                 accrued interest or loan fees have been or will be added to
the outstanding principal balance, and the most recent independent
appraisal is more than twelve (12) months old.


 


(b)                                 a written appraisal on each parcel of Other Real Estate Owned
where it is needed to bring the Bank into conformity with the provisions of 12
C.F.R. Part 34.


 


(2)                                  The Board shall specifically instruct the appraiser(s) to
comply with the requirements of 12 C.F.R. Part 34.  The details surrounding any and all other
instructions given to the appraiser(s) by the Bank, whether written or
oral, shall be provided to the Assistant Deputy Comptroller for review prior to
the appraiser(s) undertaking the actual appraisals.


 


(3)                                  All such appraisals shall be completed within sixty (60)
days, and certification by the Board attesting to the completion of the
appraisals shall be forwarded to the Assistant Deputy Comptroller along 


 

















 


with your quarterly progress reports.


 


(4)                                  The Board shall ensure that all appraisals are reviewed to
assess compliance with 12 C.F.R. Part 34, as well as any applicable bank
policies.  Appraisal reviews shall
include sufficient narratives to document why the reviewer concurs or does not
concur with the appraised value.  Written
documentation of all such reviews shall be maintained by the bank.


 


ARTICLE VII


 


LENDING POLICY


 


(1)                                  Within ninety (90) days, the Board shall review and revise
the Bank’s written loan policy.  In
revising this policy, the Board shall refer to “Loan Portfolio Management”
booklet of the Comptroller’s Handbook. 
This policy shall incorporate, but not necessarily be limited to, the
following:


 


(a)          a provision that current and satisfactory credit information
will be obtained on each borrower;


 


(b)         measures to correct the deficiencies in the Bank’s lending
procedures noted in any ROE;


 


(c)          guidelines consistent with Banking Circular 255, setting
forth the criteria under which renewals of extensions of credit may be
approved.  At a minimum the policy shall:


 


(i) ensure that
renewals are not made for the sole purpose of reducing the volume of loan
delinquencies; and


 


(ii) provide guidelines
and limitations on the capitalization of interest;


 


(d) guidelines governing lending standards for
all types of lending in which the bank is engaged;


 


(e) guidelines for periodic review of the Bank’s
adherence to the revised lending policy.


 


(2) Upon adoption, the policy shall be
implemented, the Board shall thereafter ensure Bank adherence to the policy,
and a copy of the policy shall be forwarded to the Assistant Deputy Comptroller
for review.


 


(3) The Board shall ensure that the Bank has
processes, personnel, and control systems to ensure implementation of and
adherence to the policy developed pursuant to this Article.


 


ARTICLE VIII


 


ALLOWANCE FOR LOAN AND LEASE LOSSES


 


(1)  
Within sixty (60) days, the Board shall adopt, implement, and thereafter
ensure adherence to updated written policies and procedures for maintaining an
adequate Allowance for Loan and Lease Losses (“ALLL”) in accordance with
generally accepted accounting principles. 
The ALLL policies and procedures shall be consistent with the guidance
set forth in the Federal Financial Institutions Examination Council’s “Interagency
Policy Statement on the Allowance for Loan and Lease Losses” dated December 13,
2006 (OCC Bulletin 2006-47) and with “Allowance for Loan and Lease Losses,”
booklet A-ALLL of the 


 

















 


Comptroller’s Handbook, and shall at a minimum include:


 


(a)  procedures for
determining whether a loan is impaired and measuring the amount of impairment,
consistent with FASB Statement of Financial Accounting Standards No. 114,
Accounting by Creditors for Impairment of a Loan;


 


(b)  procedures for
segmenting the loan portfolio and estimating loss on groups of loans,
consistent with FASB Statement of Financial Accounting Standards No. 5,
Accounting for Contingencies.  The
following must be included in the procedures:


 


(i)  All FASB Statement
of Financial Accounting Standards No. 5 qualitative factors discussed in
OCC Bulletin 2006-47;


 


(ii) A process to track
and calculate the historical loss for each homogenous Statement of Financial
Accounting Standards No. 5  pool
of loans;


 


(d)         a process to adjust historical losses based on significant
factors that affect the collectability of loans in the portfolio.


 


(e)          procedures for validating the ALLL methodology; and


 


(f)            a process for summarizing and documenting, for the Board’s
review and approval, the amount to be reported in the Consolidated Reports of
Condition and Income (“Call Reports”) for the ALLL.


 


(2)          The Board shall ensure that the Bank has processes,
personnel, and control systems to ensure implementation of and adherence to the
policies and procedures developed pursuant to this Article.


 


(3)          A copy of the Board’s policies and procedures developed
pursuant to this Article shall be submitted to the Assistant Deputy
Comptroller for review and prior written determination of no supervisory
objection. Upon receiving a determination of no supervisory objection from the
Assistant Deputy Comptroller, the Bank shall implement and adhere to the
program.


 


(4) The policies and procedures developed
pursuant to this Article shall provide for a review of the Allowance by
the Board at least once each calendar quarter. 
Any deficiency in the Allowance shall be remedied in the quarter it is
discovered, prior to the filing of the Consolidated Reports of Condition and
Income, by additional provisions from earnings. 
Written documentation shall be maintained indicating the factors
considered and conclusions reached by the Board in determining the adequacy of
the Allowance.


 


ARTICLE IX


 


OTHER REAL ESTATE OWNED


 


(1)          Within thirty (30) days, the Board shall adopt, implement,
and thereafter ensure Bank adherence to a policy to ensure that Other Real
Estate Owned (“OREO”) is managed in accordance with 12 U.S.C. § 29 and 12
C.F.R. Part 34.  The policy shall
address:


 

















 


(a)          responsibility and authority for OREO properties;


 


(b)         proper accounting procedures for OREO properties from transfer
to the Bank and until and upon sale to a third party;


 


(c)          procedures to require timely appraisals pursuant to 12 C.F.R.
§ 34.85 and 12 C.F.R. Part 34, Subpart C;


 


(d)         diligent sales efforts; and


 


(e)          reporting systems.


 


(2)          Upon adoption, the Board shall submit a copy of the policy to
the Assistant Deputy Comptroller for review.


 


(3)          The
Board shall ensure that the Bank has processes, personnel, and control systems
to ensure implementation of and adherence to the policy developed pursuant to
this Article.


 


ARTICLE X


 


DEPENDENCE ON WHOLESALE OR CREDIT
SENSITIVE LIABILITIES


 


(1) The Bank shall continue to improve the Bank’s
liquidity position, as of the date of the ROE, and maintain adequate sources of
stable funding given the Bank’ s anticipated liquidity and funding needs.  Such actions shall include, but not be
limited to:


 


(a) reduction of wholesale or credit sensitive
liabilities and/or increase of liquid assets;


 


(b) revision of the Bank’s strategic plan in
light of the requirement of this Article; and


 


(c) establishment of prudent limits on the nature
and amount of liquidity risk that can be taken.


 


ARTICLE XI


 


BROKERED DEPOSITS


 


(1) The Bank may accept, renew or rollover
Brokered Deposits (as defined by 12 C.F.R. § 337.6(a)(2)) for deposit at the Bank,
up to twenty five percent (25%) of total deposits (total deposits as reported
in the most recent Consolidated Report of Condition as of the date of this
Agreement), without obtaining prior written determination of no supervisory
objection from the Assistant Deputy Comptroller.


 


(2) The bank shall not exceed the twenty five
percent (25%) limitation on brokered deposits in paragraph (1) without
obtaining the prior written determination of no supervisory objection from the
Assistant Deputy Comptroller.


 


(3) The limitations of paragraphs (1) and (2) shall
include the acquisition of Brokered Deposits through any transfer, purchase, or
sale of assets, including Federal funds transactions administered through a
deposit broker.


 

















 


(4) If the Bank seeks to acquire Brokered
Deposits exceeding the twenty five percent (25%) limitation on brokered
deposits in paragraph (1), the Board shall apply to the Assistant Deputy
Comptroller for written permission.  Such
application shall contain, at a minimum, the following:


 


(a) the dollar volume, maturities, and cost of
the Brokered Deposits to be acquired;


 


(b) the proposed use of the Brokered Deposits,
i.e., short-term liquidity or restructuring of liabilities to reduce cost;


 


(c) alternative funding sources available to the
Bank; and


 


(d) the reasons why the Bank believes that the
acceptance of the Brokered Deposits does not constitute an unsafe and unsound
practice in its particular circumstances.


 


(5)   The
Assistant Deputy Comptroller may require the submission of such additional
information as necessary to make an informed decision.  Upon consideration of the Bank’s application,
the Assistant Deputy Comptroller will determine whether the proposed
acquisition of Brokered Deposits may be accomplished in a safe and sound manner
and may condition the Bank’s acquisition as the Assistant Deputy Comptroller
shall deem appropriate.


 


ARTICLE XII


 


PROFIT PLAN


 


(1) Within sixty (60) days, the Board shall
develop, implement, and thereafter ensure Bank adherence to an updated written profit
plan to improve and sustain the earnings of the Bank at a level satisfactory to
support operations, the allowance for loan and lease losses, and augment
capital commensurate with the Bank’s risk profile.  This updated plan shall include, at minimum,
the following elements:


 


(a) identification of the major areas in and
means by which the Board will seek to improve the Bank’s operating performance;


 


(b) realistic and comprehensive budgets,
including projected balance sheets and year-end income statements;


 


(c) a budget review process to monitor both the
Bank’s income and expenses, and to compare actual figures with budgetary
projections; and


 


(d) a description of the operating assumptions
that form the basis for major projected income and expense components.


 


(2) The budgets and related documents required in
paragraph (1) above for 2010 shall be submitted to the Assistant Deputy
Comptroller upon completion.  The Board
shall submit to the Assistant Deputy Comptroller annual budgets as described in
paragraph (1) above for each year this Agreement remains in effect.  The budget for each year shall be submitted
on or before December 31, of the preceding year.


 


(3) The Board shall forward comparisons of its
balance sheet and profit and loss statement to the profit plan projections to
the Assistant Deputy Comptroller on a quarterly basis.


 


(4) The Board shall ensure that the Bank has
processes, personnel, and control systems to ensure 


 

















 


implementation of and adherence to the plan developed
pursuant to this Article.


 


ARTICLE XIII


 


CLOSING


 


(1) Although the Board has agreed to submit
certain programs and reports to the Assistant Deputy Comptroller for review or
prior written determination of no supervisory objection, the Board has the
ultimate responsibility for proper and sound management of the Bank.


 


(2) It is expressly and clearly understood that
if, at any time, the Comptroller deems it appropriate in fulfilling the
responsibilities placed upon him/her by the several laws of the United States
of America to undertake any action affecting the Bank, nothing in this
Agreement shall in any way inhibit, estop, bar, or otherwise prevent the
Comptroller from so doing.


 


(3) Any time limitations imposed by this
Agreement shall begin to run from the effective date of this Agreement.  Such time requirements may be extended in
writing by the Assistant Deputy Comptroller for good cause upon written
application by the Board.


 


(4) The provisions of this Agreement shall be
effective upon execution by the parties hereto and its provisions shall
continue in full force and effect unless or until such provisions are amended
in writing by mutual consent of the parties to the Agreement or excepted,
waived, or terminated in writing by the Comptroller.


 


(5) In each instance in this Agreement in which
the Board is required to ensure adherence to, and undertake to perform certain
obligations of the Bank, it is intended to mean that the Board shall:


 


(a) authorize and adopt such actions on behalf of
the Bank as may be necessary for the Bank to perform its obligations and
undertakings under the terms of this Agreement;


 


(b) require the timely reporting by Bank
management of such actions directed by the Board to be taken under the terms of
this Agreement;


 


(c) follow-up on any non-compliance with such
actions in a timely and appropriate manner; and


 


(d) require corrective action be taken in a
timely manner of any non-compliance with such actions.


 


(6) This Agreement is intended to be, and shall
be construed to be, a supervisory “written agreement entered into with the
agency” as contemplated by 12 U.S.C. § 1818(b)(1), and expressly does not form,
and may not be construed to form, a contract binding on the Comptroller or the
United States.  Notwithstanding the
absence of mutuality of obligation, or of consideration, or of a contract, the
Comptroller may enforce any of the commitments or obligations herein undertaken
by the Bank under his supervisory powers, including 12 U.S.C. § 1818(b)(1), and
not as a matter of contract law.  The
Bank expressly acknowledges that neither the Bank nor the Comptroller has any
intention to enter into a contract.  The
Bank also expressly acknowledges that no officer or employee of the Office of
the Comptroller of the Currency has statutory or other authority to bind the
United States, the U.S. Treasury Department, the Comptroller, or any other
federal bank regulatory agency or entity, or any officer or employee of any of
those entities to a contract affecting the Comptroller’s exercise of his
supervisory responsibilities.  The terms
of this Agreement, including this paragraph, are not subject to amendment or
modification by any extraneous expression, prior agreements or prior
arrangements between the parties, whether oral or written.


 

















 


IN TESTIMONY WHEREOF, the undersigned, authorized by
the Comptroller, has hereunto set his hand on behalf of the Comptroller.


 


 


	
  /S/Kent
  D. Stone

  	
   

  	
  June 8,
  2010

  
	
  Kent
  D. Stone

  Assistant Deputy Comptroller

  Carolinas Field Office

  	
   

  	
  Date

  



 

















 


IN TESTIMONY WHEREOF, the undersigned, as the duly
elected and acting Board of Directors of the Bank, have hereunto set their
hands on behalf of the Bank.


 


 


	
  /s/Andrew B. Cajka

  	
   

  	
  June 8, 2010

  
	
  Andrew B. Cajka

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  /s/Mark A. Cothran

  	
   

  	
  June 8, 2010

  
	
  Mark A. Cothran

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  /s/Leighton M. Cubbage

  	
   

  	
  June 8, 2010

  
	
  Leighton M. Cubbage

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  /s/Anne S. Ellefson

  	
   

  	
  June 8, 2010

  
	
  Anne S. Ellefson

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  /s/David G. Ellison

  	
   

  	
  June 8, 2010

  
	
  David G. Ellison

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  /s/Fred Gilmer, Jr.

  	
   

  	
  June 8, 2010

  
	
  Fred Gilmer, Jr.

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  /s/Tecumseh Hooper, Jr.

  	
   

  	
  June 8, 2010

  
	
  Tecumseh Hooper, Jr.

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  /s/Rudolph G. Johnstone, III. M.D.

  	
   

  	
  June 8, 2010

  
	
  Rudolph G. Johnstone, III. M.D.

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  /s/James B. Orders, III

  	
   

  	
  June 8, 2010

  
	
  James B. Orders, III

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  /s/R. Arthur Seaver, Jr.

  	
   

  	
  June 8, 2010

  
	
  R. Arthur Seaver, Jr.

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  William B. Sturgis

  	
   

  	
  Date

  



 

















 


APPENDIX A


Southern First Bank, N.A.


Greenville, SC


 


CRITICIZED ASSET REPORT AS OF:


 


 


BORROWER(S):


 


ASSET BALANCE(S) AND OCC RATING (SM, SUBSTANDARD,
DOUBTFUL OR LOSS):


 


	
  $

  	
  CRITICISM

  	
   

  



 


AMOUNT CHARGED OFF TO DATE


 


FUTURE POTENTIAL CHARGE-OFF


 


 


PRESENT STATUS (Fully explain any increase in outstanding
balance; include past due status, nonperforming, significant progress or
deterioration, etc.):


 


 


FINANCIAL AND/OR COLLATERAL SUPPORT (include brief summary of
most current financial information, appraised value of collateral and/or
estimated value and date thereof, bank’s lien position and amount of available
equity, if any, guarantor(s) info, etc.):


 


 


PROPOSED PLAN OF ACTION TO ELIMINATE ASSET CRITICISM(S) AND
TIME FRAME FOR ITS ACCOMPLISHMENT:


 


 


IDENTIFIED SOURCE OF REPAYMENT AND DEFINED REPAYMENT PROGRAM
(repayment program should coincide with source of repayment):


 


 


Use this form for reporting each criticized asset that
exceeds two hundred fifty thousand dollars ($250,000) and retain the original
in the credit file for review by the examiners. 
Submit your reports quarterly until notified otherwise, in writing, by
the Assistant Deputy Comptroller.