IN THE MATTER OF:	*	BEFORE
	 	 	 
	THE talbot BANK	*	THE COMMISSIONER OF
	 	 	 
	of easton, MARYLAND	*	FINANCIAL REGULATION
	 	 	 
	EASTON, Maryland	*	FOR THE
	 	 	 
	 	*	STATE OF MARYLAND


 


*                        *                          *                            *                           *                           *                            *


 


STIPULATION AND CONSENT TO 


THE ISSUANCE OF A CONSENT ORDER 


 


Subject to the acceptance of this STIPULATION
AND CONSENT TO THE ISSUANCE OF A CONSENT ORDER (“CONSENT AGREEMENT”) by the Commissioner of Financial Regulation for
the State of Maryland (“Commissioner”), it is hereby stipulated and agreed by and between the Commissioner and The
Talbot Bank of Easton, Maryland, Easton, Maryland (“Bank”), as follows:


 


1.          The
Bank, solely for the purpose of this proceeding and without admitting or denying any of the alleged charges of unsafe or unsound
banking practices, hereby consents and agrees to the issuance of a CONSENT ORDER (“ORDER”) by the Commissioner. The
Bank further stipulates and agrees that the ORDER shall be deemed to be a final ORDER and that the ORDER shall become effective
immediately upon its issuance by the Commissioner and fully enforceable by the Commissioner pursuant to the provisions of the Annotated
Code of Maryland, Financial Institutions Article (“FI”) §§ 5-808 and 5-809, subject only to the conditions
set forth in paragraph 3 of this CONSENT AGREEMENT.


 


2.          The
Bank has been advised of its right to notice and a hearing on the alleged charges relating to the ORDER under FI § 5-808(d)(2)
and Annotated Code of Maryland, State Government Article §§ 10-207 and 10-208, and has waived those rights.


 




    	 



    	 



    

 


3.          In
the event the Commissioner accepts the CONSENT AGREEMENT and issues the ORDER, it is agreed that no action to enforce the ORDER
in a court of competent jurisdiction will be taken by the Commissioner unless the Bank or any director, officer, employee, agent,
successor or assignee, or other affiliate of the Bank has violated or is about to violate any provision of the ORDER.


 


The Bank hereby waives:


 


		(a)	its right to notice and a hearing conducted for the purpose of taking evidence on the allegations to be set forth in the ORDER;



		(b)	all defenses to the allegations to be set forth in the ORDER;



		(c)	its right to appeal the ORDER by filing exceptions; and



		(d)	its right to appeal the ORDER to a court of competent jurisdiction.



 


	 	Dated:	May 23, 2013


 


	 	/s/ Mark A. Kaufman
	 	Mark A. Kaufman,
	 	Commissioner of Financial Regulation


 


	THE talbot BANK of easton, MARYLAND	 
	EASTON, MARYLAND:	 
	 	 
	BY:	 


 


	/s/ Herbert L. Andrew, III 	 
	Herbert L. Andrew, III	 
	Director	 
	 	 
	/s/ Brenda W. Armistead 	 
	Brenda W. Armistead	 
	Director	 
	 	 
	/s/ Lloyd L. Beatty, Jr.	 
	Lloyd L. Beatty, Jr.	 
	Director	 


 




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	/s/ Carole Ann Clem 	 
	Carole Ann Clem	 
	Director	 
	 	 
	/s/ R. Michael Clemmer, Jr.	 
	R. Michael Clemmer, Jr.	 
	Director	 
	 	 
	/s/ John W. Dillon 	 
	John W. Dillon	 
	Director	 
	 	 
	/s/ David A. Fike 	 
	David A. Fike	 
	Director	 
	 	 
	/s/ Duane F. Marshall 	 
	Duane F. Marshall	 
	Director	 
	 	 
	/s/ Steve M. Shearer 	 
	Steve M. Shearer	 
	Director	 
	 	 
	/s/ Christopher F. Spurry 	 
	Christopher F. Spurry	 
	Director	 
	 	 
	/s/ David P. Valliant 	 
	David P. Valliant	 
	Director	 
	 	 
	/s/ W. Moorhead Vermilye 	 
	W. Moorhead Vermilye	 
	Director	 
	 	 
	Comprising the Board of	 
	Directors of	 
	The Talbot Bank of Easton, Maryland	 
	Easton, Maryland	 


 




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