**EXHIBIT 10.1**

 

FEDERAL DEPOSIT INSURANCE CORPORATION

 

WASHINGTON, D.C.

 
|                            | ) |                         |
|---------------------------------|---|------------------------------|
| In the Matter of                | ) | STIPULATION  AND CONSENT     |
|                            | ) | TO  THE ISSUANCE OF AN ORDER |
| ATLANTIC  SOUTHERN BANK         | ) | TO CEASE AND DESIST          |
| MACON,  GEORGIA                 | ) |                         |
|                            | ) | FDIC-09-225b                 |
| (Insured  State Nonmember Bank) | ) |                         |
|                            | ) |                         |

 

Subjectto the acceptance of this STIPULATION AND CONSENT TO THE ISSUANCE OF AN ORDERTO CEASE AND DESIST (“CONSENT AGREEMENT”) by the Federal Deposit InsuranceCorporation (“FDIC”), it is hereby stipulated and agreed by and between a representativeof the Legal Division of the FDIC, the Commissioner (“Commissioner”) for theState of Georgia, Department of Banking and Finance and Atlantic Southern Bank,Macon, Georgia (“Bank”), through its board of directors, as follows.

 

1.                                       The Bank has beenadvised of its right to receive a written Notice of Charges and of Hearing (“Notice”)detailing the unsafe or unsound banking practices and violations of law and/orregulations alleged to have been committed by the Bank and of its right to ahearing on the alleged charges under section 8(b)(1) of the FederalDeposit Insurance Act (“Act”), 12 U.S.C. § 1818(b)(1), and the FDIC’s Rules ofPractice and Procedure (“Rules”), 12 C.F.R. Part 308, and has waived thoserights.

 

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2.                                       The Bank,solely for the purpose of this proceeding and without admitting or denying anyof the alleged charges of unsafe or unsound banking practices and anyviolations of law and/or regulations, hereby consents and agrees to theissuance of an ORDER TO CEASE AND DESIST (“ORDER”) by the FDIC and theCommissioner in the form attached hereto. The Bank further stipulates and agrees that such ORDER shall becomeeffective immediately after its issuance by the FDIC and the Commissioner andbe fully enforceable by the FDIC pursuant to the provisions of section 8(i)(1) ofthe Act, 12 U.S.C. § 1818(i)(1), and the Rules, and by the Commissioner subjectonly to the conditions set forth in paragraph 3 of this CONSENT AGREEMENT.

 

3.                                       In the eventthe FDIC accepts this CONSENT AGREEMENT and issues the ORDER, it is agreed thatno action to enforce said ORDER in the United States District Court will betaken by the FDIC unless the Bank or any “institution affiliated party”, assuch term is defined in section 3(u) of the Act, 12 U.S.C. § 1813(u), hasviolated or is about to violate any provision of the ORDER.

 

4.                                       The Bank herebywaives:

 

(a)                                  the receipt ofa written Notice;

 

(b)                                 all defenses tothe charges to be set forth in the Notice;

 

(c)                                  a hearing forthe purpose of taking evidence     regarding the allegations to be set forth in theNotice;

 

(d)                                 the filing ofProposed Findings of Fact and Conclusions of Law;

 

(e)                                  a RecommendedDecision of an Administrative Law Judge; and

 

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(f)                                    exceptions andbriefs with respect to such Recommended Decision.

 

Dated:  September 11th, 2009

 
| FEDERAL  DEPOSIT INSURANCE CORPORATION     |   |
|--------------------------------------------|--------|
| LEGAL  DIVISION                            |   |
|                                       |   |
| BY:                                        |   |
| /s/  Barbara J. Lukes                      |   |
|                                       |   |
| Barbara  J. Lukes                          |   |
| Counsel                                    |   |
|                                       |   |
|                                       |   |
| GEORGIA  DEPARTMENT OF BANKING AND FINANCE |   |
|                                       |   |
| BY:                                        |   |
| /s/  Robert M. Braswell                    |   |
|                                       |   |
| Robert  M. Braswell                        |   |
| Commissioner                               |   |
|                                       |   |
|                                       |   |
| ATLANTIC  SOUTHERN BANK                    |   |
| MACON,  GEORGIA                            |   |
|                                       |   |
| BY:                                        |   |
|                                       |   |
| /s/  Raymond O. Ballard, Jr.          |   |
| Raymond  O. Ballard, Jr.              |   |
|                                       |   |
| /s/  Peter R. Cates                        |   |
| Peter  R. Cates                            |   |
|                                       |   |
| /s/  Carolyn Crayton                       |   |
| Carolyn  Crayton                           |   |
|                                       |   |
| /s/ James Douglas Dunwody                  |   |
| James  Douglas Dunwody                     |   |
|                                       |   |
| /s/  William A. Fickling, III         |   |
| William  A. Fickling, III             |   |

 

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| (continued  on next page)         |   |
|-----------------------------------|--------|
|                              |   |
|                              |   |
| /s/ Michael C. Griffin            |   |
| Michael C. Griffin                |   |
|                              |   |
| /s/  Carl E. Hofstadter           |   |
| Carl  E. Hofstadter               |   |
|                              |   |
| /s/  Laudis H. Lanford            |   |
| Laudis  H. Lanford                |   |
|                              |   |
| /s/  J. Russell Lipford, Jr. |   |
| J.  Russell Lipford, Jr.     |   |
|                              |   |
| /s/  Thomas J. McMichael          |   |
| Thomas  J. McMichael              |   |
|                              |   |
| /s/  Donald Moore                 |   |
| Donald  Moore                     |   |
|                              |   |
| /s/  Tyler J. Rauls, Jr.     |   |
| Tyler  J. Rauls, Jr.         |   |
|                              |   |
| /s/  Hugh F. Smisson, III    |   |
| Hugh  F. Smisson, III        |   |
|                              |   |
| /s/  Mark A. Stevens              |   |
| Mark  A. Stevens                  |   |
|                              |   |
| /s/  George Waters, Jr.      |   |
| George  Waters, Jr.          |   |
|                              |   |
| THE  BOARD OF DIRECTORS           |   |

 

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