ex10-2.htm


    


    FEDERAL
DEPOSIT INSURANCE CORPORATION

    


    WASHINGTON,
D.C.

    


    CALIFORNIA
DEPARTMENT OF FINANCIAL INSTITUTIONS

    


    SAN
FRANCISCO, CALIFORNIA

    


    
      	 
      	 
      	 
      	 
      
	 
      	
              )

            	 
      	 
      
	 
      	
              )

            	 
      	 
      
	
              IN THE MATTER
      OF

            	
              )

            	 
      	
              STIPULATION AND
      CONSENT

            
	 
      	
              )

            	 
      	
              TO THE
    ISSUANCE

            
	
              IMPERIAL CAPITAL
      BANK

            	
              )

            	 
      	
              OF AN
  ORDER

            
	
              LA
      JOLLA, CALIFORNIA

            	
              )

            	 
      	
              TO CEASE AND
      DESIST

            
	 
      	
              )

            	 
      	 
      
	
              (INSURED STATE NONMEMBER
      BANK)

            	
              )

            	 
      	
              Docket
      FDIC-08-392b

            
	 
      	
              )

            	 
      	 
      
	 
      	
              )

            	 
      	 
      


    

    


    


    Subject to the acceptance of this
STIPULATION AND CONSENT TO THE ISSUANCE OF AN ORDER TO CEASE AND DESIST
("CONSENT AGREEMENT") by the Federal Deposit Insurance Corporation ("FDIC") and
the California Department of Financial Institutions (“CDFI”), it is hereby stipulated and agreed by
and between a representative of the Legal Division of FDIC, a representative of
the CDFI, and Imperial Capital Bank, La Jolla, California ("Bank"), as follows:

    1.           The Bank has been advised of its right to
receive a NOTICE OF CHARGES AND OF HEARING (“NOTICE”) detailing the unsafe or
unsound banking practices alleged to have been committed by the Bank and of its right to a public hearing on
the alleged charges under section 8(b)(1) of the Federal Deposit Insurance Act
("Act"), 12 U.S.C. § 1818(b)(1), and Section 1912 of the California
Financial Code (“CFC”), and has
waived those rights.

     

    
 

    
      
         

      

      
         

        
        

      

      
         

      

    

    -2-

        2.           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 an
ORDER TO CEASE AND DESIST ("ORDER") by the FDIC and the CDFI.  The Bank further stipulates and agrees that such
ORDER will be deemed to be an order which has become final under the Act and the
CFC, and that said ORDER
shall become effective upon its issuance by the FDIC and the CDFI, and fully enforceable by the FDIC and
the CDFI pursuant to the
provisions of the Act and the CFC.

    3.           In the event the FDIC and the
CDFI accepts the CONSENT
AGREEMENT and issues the ORDER, it is agreed that no action to enforce said
ORDER in the United States District Court will be taken by the FDIC, and no
action to enforce said ORDER in State Superior Court will be taken by the
CDFI, unless the
Bank or any
institution-affiliated party, as such term is defined in section 3(u) of the
Act, 12 U.S.C. § 1813(u), has violated or is about to violate any provision of
the ORDER.

    4.           The Bank hereby waives:

    (a)           The receipt of a
NOTICE;

    (b)           All defenses in this
proceeding;

    (c)           A public hearing for the purpose of
taking evidence on such alleged charges;

    (d)           The filing of Proposed Findings of Fact
and Conclusions of Law;

    (e)           A recommended decision of an
Administrative Law Judge; and

    


    
      
         

      

      
         

        
        

      

      
         

      

    


    -3-

     

    (f)           Exceptions and briefs with respect to
such recommended decision.

     

    Dated:  February 12,
2009.

    


    
      	
              FEDERAL
      DEPOSIT INSURANCE

              |CORPORATION,
      LEGAL DIVISION

            	 
      	 
      	
              IMPERIAL
      CAPITAL BANK

              LA
      JOLLA, CALIFORNIA

            
	
              BY:

            	 
      	
              BY:

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              /s/
      James L. Miller

            	 
      	 
      	
              /s/
      Norval L. Bruce

            
	
              James
      L. Miller

            	 
      	 
      	
              Norval
      L. Bruce

            
	
              Counsel

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              California
      Department of

              Financial
      Institutions

            	 
      	 
      	
              /s/
      George W. Haligowski

            
	
              BY:

            	 
      	 
      	
              George
      W. Haligowski

            
	 
      	 
      	 
      	 
      
	
              /s/
      Paul Crayton

            	 
      	 
      	
              /s/
      Jeffrey L. Lipscomb

            
	
              Paul
      Crayton

            	 
      	 
      	
              Jeffrey
      L. Lipscomb

            
	
              Senior
      Counsel

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              /s/
      Sandor X. Mayuga

            
	 
      	 
      	 
      	
              Sandor
      X. Mayuga

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              /s/
      Hirotaka Oribe

            
	 
      	 
      	 
      	
              Hirotaka
      Oribe

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              /s/
      Robert R. Reed

            
	 
      	 
      	 
      	
              Robert
      R. Reed

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Comprising
      the Board of Directors of

              Imperial
      Capital Bank

              La
      Jolla, California