ex10-1.htm


    
      

    

    Exhibit
10.1

     

    UNITED
STATES OF AMERICA

    Before
the

    OFFICE
OF THRIFT SUPERVISION

     

     

     

    
      	 
      	 
      	 
      
	 
      	
              )

            	 
      
	
              In
      the Matter of

            	
              )

            	
              Order
      No.: CN 09-20

            
	 
      	
              )

            	 
      
	 
      	
              )

            	 
      
	
              VANTUS
      BANK

            	
              )

            	
              Effective
      Date: July 31, 2009

            
	 
      	
              )

            	 
      
	
              Sioux
      City, Iowa

            	
              )

            	 
      
	
              OTS
      Docket No. 00190

            	
              )

            	 
      
	 
      	
              )

            	 
      


    

     

    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 Vantus Bank,
Sioux City, Iowa, OTS Docket No. 00190 (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 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 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 May 6, 2009 examination of the Association, the OTS finds that the
Association has engaged in unsafe or unsound banking practices, including
operating with a significant and increasing amount of classified assets and
inadequate capital to support the type and quality of the Association’s
assets.

     

    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).

     

    Vantus
Bank

    Stipulation
and Consent to Issuance of Order to Cease and Desist

    Page 2 of
5

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    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.

            


    

     

    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.

     

    Vantus
Bank

    Stipulation
and Consent to Issuance of Order to Cease and Desist

    Page 3 of
5

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    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 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.

     

    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.

     

    Vantus
Bank

    Stipulation
and Consent to Issuance of Order to Cease and Desist

    Page 4 of
5

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

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

    
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Accepted
      by:

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              VANTUS
      BANK

            	 
      	
              OFFICE
      OF THRIFT SUPERVISION

            	 
      
	
              Sioux
      City, Iowa

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              By: 

            	
              /s/
      Arlene T. Curry

            	 
      	
              By: 

            	
              /s/
      Daniel T. McKee

            	 
      
	 
      	
              Arlene
      T. Curry, Chairman

            	 
      	 
      	
              Daniel
      T. McKee

            	 
      
	 
      	 
      	 
      	 
      	
              Regional
      Director, Central Region

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              /s/
      Barry E. Backhaus

            	 
      	
              Date:
      See Effective Date on page 1

            	 
      
	 
      	
              Barry
      E. Backhaus, Director

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              /s/
      Jon G. Cleghorn

            	 
      	 
      	 
      	 
      
	 
      	
              Jon
      G. Cleghorn, Director

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              /s/
      Gary L. Evans

            	 
      	 
      	 
      	 
      
	 
      	
              Gary
      L. Evans, Director

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              /s/
      Allen J. Johnson

            	 
      	 
      	 
      	 
      
	 
      	
              Allen
      J. Johnson, Director

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              /s/
      Ronald A. Jorgensen

            	 
      	 
      	 
      	 
      
	 
      	
              Ronald
      A. Jorgensen, Director

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              /s/
      David M. Roederer

            	 
      	 
      	 
      	 
      
	 
      	
              David
      M. Roederer, Director

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              /s/
      Charles D. Terlouw

            	 
      	 
      	 
      	 
      
	 
      	
              Charles
      D. Terlouw, Director

            	 
      	 
      	 
      	 
      


    

     

    Vantus
Bank

    Stipulation
and Consent to Issuance of Order to Cease and Desist

    Page 5 of
5