form104otsstipulation.htm


     

     

    
      UNITED
STATES OF AMERICA

      Before
the

      OFFICE
OF THRIFT SUPERVISION


 

     

    

    
STIPULATION AND CONSENT TO
ISSUANCE OF ORDER TO CEASE AND DESIST

     

            WHEREAS,
the Office of Thrift Supervision (OTS), acting by and through its
Regional Director for the Central Region (Regional Director), and based upon
information derived from the exercise of its regulatory and supervisory
responsibilities, has informed WaterStone Financial Inc., Wauwatosa, Wisconsin,
OTS Docket No. H4398 (Mid-Tier Holding Company) that the OTS is of the opinion
that grounds exist to initiate an administrative proceeding against the Mid-Tier
Holding Company pursuant to 12 U.S.C. § 1818(b);

    WHEREAS, the Regional Director,
pursuant to delegated authority, is authorized to issue Orders to Cease and
Desist where a savings and loan holding company has consented to the issuance of
an order; and

    WHEREAS, the Mid-Tier Holding Company desires
to cooperate with the OTS to avoid the time and expense of such administrative
cease and desist proceedings by entering into this Stipulation and Consent to
the Issuance of Order to Cease and Desist (Stipulation) and, without admitting
or denying that such grounds exist, but only admitting the statements and
conclusions in Paragraphs 1-3 below concerning Jurisdiction, hereby stipulates
and agrees to the following terms:

    


    
      
        
          
            
              	
                      WaterStone
      Financial Inc.

                      Stipulation
      and Consent to Issuance of Order to Cease and Desist

                      Page 1 of
      5

                    


            

            


          

           


        

        
           


          
          

        

        
           


        

      

    

    


    Jurisdiction.

     

    1. The
Mid-Tier Holding Company is a "savings and loan holding company" within the
meaning of 12 U.S.C. § 1813(w)(3) and 12 U.S.C. § 1467a. 

     

    Accordingly,
the Mid-Tier
Holding Company
is a "depository institution holding company" as that term is defined in 12
U.S.C. § 1813(w)(1).

     

    2. Pursuant
to 12 U.S.C. § 1818(b)(9), the "appropriate Federal banking agency" may initiate
cease and desist proceedings against a savings and 

     

    loan
holding company in the
same manner and to the same extent as a savings association for regulatory
violations and unsafe or unsound 

     

    acts or
practices.

     

    3. Pursuant
to 12 U.S.C. § 1813(q), the Director of the OTS is the "appropriate Federal
banking agency" with jurisdiction to maintain an 

     

    administrative
enforcement proceeding
against a savings and loan holding company. Therefore, the Mid-Tier Holding
Company is subject 

     

    to the
authority of the OTS to initiate and maintain an administrative
cease-and-desist proceeding against it pursuant to 12 U.S.C. §
1818(b).

     

    OTS Findings of
Fact.

     

    4. Based on
its August 10, 2009 examination of the enterprise consisting of the Mid-Tier
Holding Company and its parent company, 

     

    Lamplighter
Financial, MHC, Wauwatosa,
Wisconsin, OTS Docket No. H4397, the OTS finds that the Mid-Tier Holding Company


     

    has
engaged in unsafe or unsound practices that resulted in it
operating with insufficient earnings and an inadequate level of 

     

    capital
for its risk profile.

     

    Consent.

     

    5. The
Mid-Tier Holding Company consents to the issuance by the OTS of the accompanying
Order to
Cease and Desist (Order). 

     

    The
Mid-Tier Holding Company
further agrees to comply with the terms of the Order upon the Effective Date of
the Order and 

     

    stipulates
that the Order

     

    


    
      
        
          
            
              	
                      WaterStone
      Financial Inc.

                      Stipulation
      and Consent to Issuance of Order to Cease and Desist

                      Page 2 of
      5

                    


            

            


          

           


        

        
           


          
          

        

        
           


        

      

    

    


     

    complies
with all requirements of law.

     

     

    Finality.

     

     

    6. The Order
is issued by the OTS under 12 U.S.C. § 1818(b). Upon the Effective Date, the
Order shall be a final order, effective, and fully enforceable by the


     

     

    OTS under
the provisions of 12 U.S.C. § 1818(i).

     

     

    Waivers.

     

     

    7. The
Mid-Tier Holding Company waives the following:

     

     

    (a) the right
to be served with a written notice of the OTS's charges against it as provided
by 12 U.S.C. § 1818(b) and 12 C.F.R. Part 509;

     

     

    (b) the right
to an administrative hearing of the OTS's charges as provided by 12 U.S.C. §
1818(b) and 12 C.F.R. Part 509;

     

     

    (c) the right
to seek judicial review of the Order, including, without limitation, any such
right provided by 12 U.S.C. § 1818(h), or otherwise to 

     

     

    challenge
the validity of the Order; and

     

     

    (d) any and
all claims against the OTS, including its employees and agents, and any other
governmental entity for the award of fees, costs, 

     

     

    or
expenses related to this OTS enforcement matter and/or the Order, whether
arising under common law, federal statutes, or otherwise.

     

     

    OTS Authority Not
Affected.

     

    8.           Nothing
in this Stipulation or accompanying Order shall inhibit, estop, bar, or
otherwise prevent
the OTS from taking any other action affecting the 

     

     

    Mid-Tier
Holding Company if at any time, the OTS deems it appropriate to do so to fulfill
the responsibilities placed upon the OTS by law.

     

    


    
      
        
          
            
              	
                      WaterStone
      Financial Inc.

                      Stipulation
      and Consent to Issuance of Order to Cease and Desist

                      Page 3 of
      5

                    


            

            


          

           


        

        
           


          
          

        

        
           


        

      

    

    


    Other Governmental Actions
Not Affected.

     

     

    9. The
Mid-Tier Holding Company acknowledges and agrees that its consent to the
issuance of the
Order is solely for the purpose of resolving the matters 

     

     

    addressed
herein, consistent with Paragraph 8 above, and does not otherwise release,
discharge, compromise, settle, dismiss, resolve, or in any way affect


     

     

    any
actions, charges against, or liability of the Mid-Tier Holding Company that
arise pursuant to this action or otherwise, and that may be or have been


     

     

    brought
by any governmental entity other than the OTS.

     

     

    Miscellaneous.

     

    10. The laws
of the United States of America shall govern the construction and validity of
this Stipulation and of the Order.

     

     

    11. If any
provision of this Stipulation and/or the Order is ruled to be invalid, illegal,
or unenforceable by the decision of any Court of competent jurisdiction,


     

     

    the
validity, legality, and enforceability of the remaining provisions hereof shall
not in any way be affected or impaired thereby, unless the Regional Director


     

     

    in his or
her sole discretion determines otherwise.

     

     

    12. All
references to the OTS in this Stipulation and the Order shall also mean any of
the OTS's predecessors, successors, and assigns.

     

     

    13. The
section and paragraph headings in this Stipulation and the Order are for
convenience only and shall not affect the interpretation of this Stipulation


     

     

    or the
Order.

     

     

    14. The terms
of this Stipulation and of the Order represent the final agreement of the
parties with respect to the subject matters thereof, and 

     

     

    constitute
the sole agreement
of the parties with respect to such subject matters.

     

     

    15.           The
Stipulation and Order shall remain in effect until terminated, modified, or
suspended in
writing by the OTS, acting through its Regional Director 

     

     

    or other
authorized representative.

     

    


    
      
        
          
            
              	
                      WaterStone
      Financial Inc.

                      Stipulation
      and Consent to Issuance of Order to Cease and Desist

                      Page 4 of
      5

                    


            

            


          

           


        

        
           


          
          

        

        
           


        

      

    

    


    Signature of Directors/Board
Resolution.

     

     

    16.            Each
Director signing this Stipulation attests that he or she voted in favor of a
Board Resolution
authorizing the consent of the Mid-Tier Holding 

     

     

    Company
to the issuance of the Order and the execution of the Stipulation. This
Stipulation may be executed in counterparts by the directors after approval


     

     

    of the
execution of the Stipulation at a duly called board meeting. WHEREFORE, the Mid-Tier
Holding Company, by its directors, executes this Stipulation.

     

     

    WATERSTONE
FINANCIAL INC.                          OFFICE OF THRIFT
SUPERVISION

    Wauwatosa,
Wisconsin

     

     

    By: 
___________________________________________                                                    By: 
___________________________________________

              
Patrick S. Lawton, Chairman                      Daniel T.
McKee

                                       Regional Director, Central
Region


     

     

    By: 
___________________________________________               Date: See
Effective Date on page 1

    Thomas E.
Dalum, Director                   

     

     

     

    By: 
___________________________________________  

    Douglas
S. Gordon, Director

     

     

     

    By:  ___________________________________________ 

    Michael
L. Hansen, Director

     

     

     

    By: 
___________________________________________ 

          
Stephen J. Schmidt, Director

     

     

    


    
      
        
          
            
              	
                      WaterStone
      Financial Inc.

                      Stipulation
      and Consent to Issuance of Order to Cease and Desist

                      Page 5 of
      5