Unassociated Document


    EXHIBIT
10.18

    


    UNITED
STATES OF AMERICA

    DEPARTMENT
OF THE TREASURY

    COMPTROLLER
OF THE CURRENCY

    


    
      
        
          
            
              	
                      In
      the Matter of:

                      Bay
      National Bank

                      Lutherville,
      MD

                    	
                      )

                      )

                      )

                    	 
      


            

          

        

      

    

    


    STIPULATION
AND CONSENT TO THE ISSUANCE

    OF
A CONSENT ORDER

    


    The
Comptroller of the Currency of the United States of America (“Comptroller”)
intends to initiate cease and desist proceedings against Bay National Bank,
Lutherville, MD (“Bank”) pursuant to 12 U.S.C. § 1818(b).

     

    The Bank,
in the interest of compliance and cooperation, consents to the issuance of a
Consent Order, dated February 6, 2009 (“Order”);

     

    In
consideration of the above premises, the Comptroller, through his authorized
representative, and the Bank, through its duly elected and acting Board of
Directors, hereby stipulate and agree to the following:

    


     

     

    ARTICLE
I

     

    JURISDICTION

     

    (1) The Bank
is a national banking association chartered and examined by the Comptroller
pursuant to the National Bank Act of 1864, as amended, 12 U.S.C. § 1
et seq.

     

    (2) The
Comptroller is “the appropriate Federal banking agency” regarding the Bank
pursuant to 12 U.S.C. §§ 1813(q) and 1818(b).

     

    (3) The Bank
is an “insured depository institution” within the meaning of 12 U.S.C.
§ 1818(b)(1).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
II

     

    AGREEMENT

     

    (1) The Bank,
without admitting or denying any wrongdoing, hereby consents and agrees to the
issuance of the Order by the Comptroller.

     

    (2) The Bank
further agrees that said Order shall be deemed an “order issued with the consent
of the depository institution” as defined in 12 U.S.C. § 1818(h)(2),
and consents and agrees that said Order shall become effective upon its issuance
and shall be fully enforceable by the Comptroller under the provisions of
12 U.S.C. § 1818(i).  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(i), 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.

     

    (3) The Bank
also expressly acknowledges that no officer or employee of the Comptroller 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.

     

    
 

    ARTICLE
III

     

    WAIVERS

     

    (1) The Bank,
by signing this Stipulation and Consent, hereby waives:

     

    (a)           the
issuance of a Notice of Charges pursuant to 12 U.S.C.
§ 1818(b);

     

    
      	
               
      

            	
              (b)

            	
              any
      and all procedural rights available in connection with the issuance of the
      Order;

               

            


    

    
      	
               
      

            	
              (c)

            	
              all
      rights to a hearing and a final agency decision pursuant to 12 U.S.C.
      § 1818(i), 12 C.F.R. Part 19;

               

            


    

    
      	
               
      

            	
              (d)

            	
              all
      rights to seek any type of administrative or judicial review of the Order;
      and

               

            


    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       (e)
any
and all rights to challenge or contest the validity of the Order.

       

    

    


    ARTICLE
IV

     

    OTHER
ACTION

     

    (1) The Bank
agrees that the provisions of this Stipulation and Consent shall not inhibit,
estop, bar, or otherwise prevent the Comptroller from taking any other action
affecting the Bank if, at any time, it deems it appropriate to do so to fulfill
the responsibilities placed upon it by the several laws of the United States of
America.

    


     

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

    


    


    


    
      	
              MaryAnn
      H. Kennedy

              Assistant
      Deputy Comptroller

              Washington
      DC Satellite 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.

    


    


    


    


    
      
        
          	
                   

                	 
      	
                   

                
	
                  

                    Charles
      E. Bounds

                  

                   

                	 
      	
                  

                    Date

                  

                
	
                  

                    Gary
      T. Gill

                  

                   

                	 
      	
                  

                    Date

                  

                
	
                  R.
      Michael Gill

                   

                	 	

                  Date

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            
              	
                       

                       

                    	 
      	
                       

                    
	
                      

                        John
      R. Lerch

                      

                       

                    	 
      	
                      

                        Date

                      

                    
	
                      

                        Donald
      G. McClure, Jr.

                      

                       

                    	 
      	
                      

                        Date

                      

                    
	
                      

                        Hugh
      Mohler

                      

                       

                    	 
      	
                      

                        Date

                      

                    
	
                      

                        Robert
      L. Moore

                      

                       

                    	 
      	
                      

                        Date

                      

                    
	
                      

                        James
      P. O’Conor

                      

                       

                    	 
      	
                      

                        Date

                      

                    
	
                      

                        H.
      Victor Rieger, Jr.

                      

                       

                    	 
      	
                      

                        Date

                      

                    
	
                      

                        William
      B. Rinnier

                      

                       

                    	 
      	
                      

                        Date

                      

                    
	
                      Edwin
      A. Rommell, III

                       

                    	 	Date


            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    
      
        
          
            
              
                	
                         

                         

                      	 
      	
                         

                      
	
                        

                          Henry
      H. Stansbury

                        

                         

                      	 
      	
                        

                          Date

                        

                      
	
                        

                          Kenneth
      H. Trout

                        

                         

                      	 
      	
                        

                          Date

                        

                      
	
                        

                          Eugene
      M. Waldron, Jr.

                        

                         

                      	 
      	
                        
                          Date

                        

                      
	
                        Carl
      A. J. Wright

                         

                      	 	Date


              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    APPENDIX
A

    Bay
National Bank

    Lutherville,
MD

    


    
      
        
          	
                  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 one hundred and
      fifty thousand dollars ($150,000) and retain the original in the credit
      file for review by the examiners.  Submit your reports
      monthly until
      notified otherwise, in writing, by the Assistant Deputy
      Comptroller.