stpbank.htm


    Exhibit 10.2

    UNITED
STATES OF AMERICA

    Before
the

    OFFICE
OF THRIFT SUPERVISION

     

    
      	
            	 	 	 
	 	In the Matter
      of 	) 	Order No.:
      WN-09-023  
	 	 	) 	 
	 	 	) 	 
	 	FIRST HOME SAVINGS
      BANK 	) 	Effective
      Date: August 17, 2009
	 	 	) 	 
	 	
              Mountain
      Grove, Missouri 

              OTS Docket No. 05233

               

            	
              )

              )

              )

              ) 

            	 


    

     

     

    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 Western Region
(Regional Director), and based upon information derived from the exercise of its
regulatory and supervisory responsibilities, has informed First Home Savings
Bank, Mountain Grove, Missouri, OTS Docket No. 05233 (Association), that the OTS
is of the opinion that grounds exist to initiate an administrative proceeding
against the Association 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 association has consented to the issuance of an order; and

    WHEREAS, the Association desires to cooperate
with the OTS to avoid the time and expense of such administrative cease and
desist proceeding 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

     

    
      First
Home Savings Bank

      Stipulation
and Consent to Issuance of Order to Cease and Desist

      Page 1
of 6

    


    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    

    1 and 2
below concerning Jurisdiction, hereby stipulates and agrees to the following
terms: 

    Jurisdiction.

    1.   The
Association is a "savings association" within the meaning of 12 U.S.C. § 1813(b)
and 12 U.S.C. § 1462(4). Accordingly, the Association is "an insured depository
institution" as that term is defined in 12 U.S.C. § 1813(c).

    2.   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 association. Therefore, the Association 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.

    3.   Based on
its March 30, 2009 examination of the Association, the OTS finds that the
Association has engaged in unsafe or unsound banking practices that resulted in
an increasing level of classified assets, poor earnings, and inadequate risk
management practices. The OTS also finds that the Association has violated
various laws and regulations, including:

    
    

     

    
      	 	
              (a)  12
      C.F.R. § 560.160 (failure to classify all assets and implement a policy
      for the establishment of allowances in accordance with generally accepted
      accounting principles and the guidelines of the Federal banking
      agencies); 

            
	 	
              (b)  12
      C.F.R. § 560.170(d) (failure to properly administer
      loans); 

            
	 	
              (c)  12
      C.F.R. §§ 562.1 and 562.2 (failure to file accurate Thrift Financial
      Reports); and 

            
	 	
              (d)  12
      C.F.R. § 563.161(a) (failure to adopt updated financial
      policies). 

            


    

     

    
      First
Home Savings Bank

      Stipulation
and Consent to Issuance of Order to Cease and Desist

      Page 2
of 6

    


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Consent.

    4.   The
Association consents to the issuance by the OTS of the accompanying Order to
Cease and Desist (Order). The Association further agrees to comply with the
terms of the Order upon the Effective Date of the Order and stipulates that the
Order complies with all requirements of law.

    Finality.

    5.   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.

    6.   The Association 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. 


    

     

    First
Home Savings Bank

    Stipulation
and Consent to Issuance of Order to Cease and Desist

    Page 3
of 6

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

    
      OTS Authority Not
Affected.

      7.   Nothing
in this Stipulation or accompanying Order shall inhibit, estop, bar, or
otherwise prevent the OTS from taking any other action affecting the Association
if at any time the OTS deems it appropriate to do so to fulfill the
responsibilities placed upon the OTS by law. 

    

    Other
Governmental Actions Not Affected.

    8.   The
Association 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 7 above, and does not otherwise release, discharge,
compromise, settle, dismiss, resolve, or in any way affect any actions, charges
against, or liability of the Association 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.

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

    10.   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.

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

    12.   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.

    13.   The terms
of this Stipulation and of the Order represent the final agreement of the
parties

     

    
      First
Home Savings Bank

      Stipulation
and Consent to Issuance of Order to Cease and Desist

      Page 4
of 6

    


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

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

    14.   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.

    Signature
of Directors/Board Resolution.

    15.   Each
Director signing this Stipulation attests that he or she voted in favor of a
Board Resolution authorizing the consent of the Association 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 execution of the Stipulation
at a duly called board meeting. A copy of the Board Resolution authorizing
execution of this Stipulation shall be delivered to the OTS, along with the
executed original(s) of this Stipulation.

     

    [Remainder
of Page Intentionally Left Blank]

     

    
       

      
        First
Home Savings Bank

        Stipulation
and Consent to Issuance of Order to Cease and Desist

        Page 5
of 6

      

    


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

            WHEREFORE,
the
Association, by its directors, executes this Stipulation.

     

    
       

      
        	 	Accepted
      by: 
	 	 
	FIRST HOME SAVINGS
      BANK 	OFFICE OF THRIFT
      SUPERVISION 
	Mountain Grove,
      Missouri 	 
	 	 
	 	 
	By:/s/Thomas M.
      Sutherland                          
       	By: /s/C.K.
      Lee                                                 
      
	    
      Thomas M. Sutherland  	      
      C.K. Lee 
	    
      Chairman  	      
      Regional Director, Western Region 
	 	 
	 	 
	 	Date: See Effective
      Date on page 1 
	 	 
	 	 
	      
      /s/D. Mitch Ashlock,
      Director                     	 
	      
      D. Mitch Ashlock, Director  	 
	 	 
	 	 
	      
      /s/Robert J. Breidenthal,
      Director              
      	 
	      
      Robert J. Breidenthal, Director 	 
	 	 
	 	 
	      
      /s/Harold F. Glass,
      Director                        
      	 
	      
      Harold F. Glass, Director 	 
	 	 
	 	 
	      
      /s/Billy E. Hixon,
      Director                           
       	 
	      
      Billy E. Hixon, Director 	 
	 	 
	 	 
	      
      /s/John G. Moody,
      Director                       
       	 
	      
      John G. Moody, Director 	 


      

       

      First
Home Savings Bank

      Stipulation
and Consent to Issuance of Order to Cease and Desist 

      Page 6 of
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