Exhibit 10.1





Exhibit 10.1




UNITED STATES OF AMERICA

DEPARTMENT OF THE TREASURY

COMPTROLLER OF THE CURRENCY




	 	 	 	 	 
	In the Matter of:

	)	 	 	AA-EC-11-82
	Mountain National Bank

	)	 	 	 
	Sevierville, Tennessee

	)	 	 	 






STIPULATION AND CONSENT TO THE ISSUANCE

OF A CONSENT ORDER




WHEREAS, the Comptroller of the Currency of the United States of America (“Comptroller” or
“OCC”) intends to initiate cease and desist proceedings against Mountain National Bank,
Sevierville, Tennessee (“Bank”) pursuant to 12 U.S.C. § 1818 through the issuance of a Notice of
Charges, for unsafe or unsound banking practices relating to capital, asset quality, earnings,
ALLL, management, Call Report preparation, information technology. Failure to correct previously
cited Matters Requiring Management Attention and for the failure to comply with the Formal
Agreement dated January 26, 2009; WHEREAS, the Bank, in the interest of compliance and cooperation,
and without admitting or denying any wrongdoing, consents to the issuance of a Consent Order, dated
October 27, 2011 (“Order”) by executing this Stipulation and Consent to the Issuance of a
Consent Order;



NOW THEREFORE, 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).



(3) 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.



(4) The Bank declares that no separate promise or inducement of any kind has been made by the
Comptroller, or by his agents or employees, to cause or induce the Bank to consent to the issuance
of the Consent Order and/or execute the Consent Order.


 


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(5) 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.



(6) The terms and provisions of the Stipulation and the Consent Order shall be binding upon,
and inure to the benefit of, the parties hereto and their successors in interest. Nothing in this
Stipulation or the Consent Order, express or implied, shall give to any person or entity, other
than the parties hereto, and their successors hereunder, any benefit or any legal or equitable
right, remedy or claim under this Stipulation or the Consent Order.



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




 


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ARTICLE IV




CLOSING PROVISIONS




(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 his hand on behalf of the Comptroller.



	 	 	 	 	 
	/s/ Henry Fleming

	 	 	 	October 27, 2011
	 	 	 	 	 
	Henry Fleming

	 	 	 	Date
	Director, Special Supervision Division
	 	 	 	 





 


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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/ Dwight Grizzell

	 	 	 	October 27, 2011
	 	 	 	 	 
	Dwight Grizzell

	 	 	 	Date
	 
	 	 	 	 
	/s/ Gary Helton

	 	 	 	October 27, 2011
	 	 	 	 	 
	Gary Helton

	 	 	 	Date
	 
	 	 	 	 
	/s/ Charlie Johnson

	 	 	 	October 27, 2011
	 	 	 	 	 
	Charlie Johnson

	 	 	 	Date
	 
	 	 	 	 
	/s/ Sam Large

	 	 	 	October 27, 2011
	 	 	 	 	 
	Sam Large

	 	 	 	Date
	 
	 	 	 	 
	/s/ Jeffrey Monson

	 	 	 	October 27, 2011
	 	 	 	 	 
	Jeffrey Monson

	 	 	 	Date
	 
	 	 	 	 
	/s/ Linda Ogle

	 	 	 	October 27, 2011
	 	 	 	 	 
	Linda Ogle

	 	 	 	Date
	 
	 	 	 	 
	/s/ Michael Ownby

	 	 	 	October 27, 2011
	 	 	 	 	 
	Michael Ownby

	 	 	 	Date
	 
	 	 	 	 
	/s/ John Parker, Sr.

	 	 	 	October 27, 2011
	 	 	 	 	 
	John Parker, Sr.

	 	 	 	Date
	 
	 	 	 	 
	/s/ Ruth Reams

	 	 	 	October 27, 2011
	 	 	 	 	 
	Ruth Reams

	 	 	 	Date







 


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