Stipulation and Consent dated February  24, 2009



 Exhibit 10.1 
 FEDERAL DEPOSIT INSURANCE CORPORATION 
 WASHINGTON, D.C. 
  

					
	 	 	)	  	
	 In the Matter of
	 	)	  	
		 	)	  	STIPULATION AND CONSENT TO THE
	 CAPE FEAR BANK
	 	)	  	ISSUANCE OF AN ORDER TO
	 WILMINGTON, NORTH CAROLINA
	 	)	  	CEASE AND DESIST
		 	)	  	
	 (Insured State Nonmember Bank)
	 	)	  	FDIC-09-005b
	 	 	)	  	

 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”), it is hereby stipulated and agreed by and between a representative of the Legal Division of the FDIC, the North Carolina Commissioner of Banks
(the “Commissioner”), and CAPE FEAR BANK, Wilmington, North Carolina (“Bank”), through its board of directors, as follows. 
 1. The Bank has been advised 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/or regulations alleged to have been committed
by the Bank and of its right to a 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 the FDIC’s Rules of Practice and Procedure (“Rules”), 12
C.F.R. Part 308, and has waived those rights. 
 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 and any violations of law, rules, and/or regulations, hereby consents and agrees to the issuance of an ORDER TO CEASE AND DESIST (“ORDER”) by the FDIC and the Commissioner in
the form attached hereto. The Bank further stipulates and agrees that such ORDER shall become immediately 








 
upon its issuance by the FDIC and the Commissioner and be fully enforceable by the FDIC pursuant to the provisions of section 8(i)(1) of the Act, 12 U.S.C.
§ 1818(i)(1), and the Rules, and by the Commissioner subject only to the conditions set forth in paragraph 3 of this CONSENT AGREEMENT. 
 3. In the event the FDIC accepts this 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 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 written Notice; 

  

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

  

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

  

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

  

	 	(e)	a Recommended Decision of an Administrative Law Judge; and 

  

	 	(f)	exceptions and briefs with respect to such Recommended Decision. 

 Dated:
February 24, 2009 
  

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	 FEDERAL DEPOSIT INSURANCE CORPORATION
 LEGAL DIVISION

	
	BY:
	
	 /s/    J. Michael Payne

	J. Michael Payne
	Counsel
	
	NORTH CAROLINA COMMISSIONER OF BANKS
	
	BY:
	
	 /s/    Joseph A. Smith, Jr.

	Joseph A. Smith, Jr.
	Commissioner of Banks
	State of North Carolina
	
	 CAPE FEAR BANK
 WILMINGTON, NORTH
CAROLINA

	
	BY:
	
	 /s/    Walter Lee Crouch, Jr.

	Walter Lee Crouch, Jr.
	
	 /s/    David G. Lucht

	David G. Lucht
	
	 /s/    James S. Mahan, III

	James S. Mahan, III
	
	 /s/    Mort S. Neblett

	Mort S. Neblett
	
	(continued on next page)

  

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	 /s/    Becky Parker O’Daniell

	Becky Parker O’Daniell
	
	 /s/    Ralph N. Strayhorn

	Ralph N. Strayhorn
	
	 /s/    Scott Sullivan

	Scott Sullivan
	
	 /s/    Walter O. Winter

	Walter O. Winter
	
	THE BOARD OF DIRECTORS

  

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