Filed by Bowne Pure Compliance





Exhibit10.3




UNITED STATES OF AMERICA

DEPARTMENT OF THE TREASURY

COMPTROLLER OF THE CURRENCY




	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 
	In the Matter of:

	 	 	)	 	 	AA-EC-2009-13
	Corus Bank, National Association

	 	 	)	 	 	 
	Chicago, Illinois

	 	 	)	 	 	 
	 


	 	 	 	 	 	 






STIPULATION AND CONSENT TO THE ISSUANCE

OF A CONSENT ORDER




The Comptroller of the Currency of the United States of America (“Comptroller”) may initiate
cease and desist proceedings against Corus Bank, National Association, Chicago, Illinois (“Bank”)
pursuant to 12 U.S.C. § 1818(b).



The Bank, in the interest of compliance and cooperation, consents to the issuance of a Consent
Order, dated February 18, 2009 (“Order”).



In consideration of the above premises, the Comptroller, through his authorized
representative, and the Bank, through its duly elected and acting Board of Directors, hereby
stipulate and agree to the following:



ARTICLE I




JURISDICTION




(1) The Bank is a national banking association chartered and examined by the Comptroller
pursuant to the National Bank Act of 1864, as amended, 12 U.S.C. § 1 et seq.



(2) The Comptroller is “the appropriate Federal banking agency” regarding the Bank, pursuant
to 12 U.S.C. §§ 1813(q) and 1818(b).



(3) The Bank is an “insured depository institution” within the meaning of 12 U.S.C.
§ 1818(b)(1).


 


 









 





(4) Upon the issuance of the Order:




	 	(a)	 	the Bank will not be an “eligible bank” pursuant to 12 C.F.R. §
5.3(g)(4) for the purposes of 12 C.F.R. Part 5 regarding rules, policies and
procedures for corporate activities, unless otherwise informed in writing by
the OCC;
	 
	 	(b)	 	the Bank will be subject to the limitation of 12 C.F.R. §
5.51(c)(6)(ii) for the purposes of 12 C.F.R. § 5.51 requiring OCC approval of a
change in directors and senior executive officers, unless otherwise informed in
writing by the OCC; and
	 
	 	(c)	 	the Bank will be subject to the limitation on golden parachute
and indemnification payments provided by 12 C.F.R. 359.1(f)(1)(ii)(C) and 12
C.F.R. § 5.51(c)(6)(ii), unless otherwise informed in writing by the OCC.





ARTICLE II




AGREEMENT




(1) The Bank, without admitting or denying any wrongdoing, hereby consents and agrees to the
issuance of the Order by the Comptroller.



(2) The Bank further agrees that said Order shall be deemed an “order issued with the consent
of the depository institution” as defined in 12 U.S.C. § 1818(h)(2), and consents and agrees that
said Order shall become effective upon its issuance and shall be fully enforceable by the
Comptroller under the provisions of 12 U.S.C. § 1818(i). Notwithstanding the absence of mutuality
of obligation, or of consideration, or of a contract, the Comptroller may enforce any of the
commitments or obligations herein undertaken by the Bank under his supervisory powers, including 12
U.S.C. § 1818(i), and not as a matter of contract law. The Bank expressly
acknowledges that neither the Bank nor the Comptroller has any intention to enter into a
contract.


 


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(3) The Bank also expressly acknowledges that no officer or employee of the Comptroller has
statutory or other authority to bind the United States, the U.S. Treasury Department, the
Comptroller, or any other federal bank regulatory agency or entity, or any officer or employee of
any of those entities to a contract affecting the Comptroller’s exercise of his supervisory
responsibilities.



ARTICLE III




WAIVERS




(1) The Bank, by signing this Stipulation and Consent, hereby waives:




	 	(a)	 	the issuance of a Notice of Charges pursuant to 12 U.S.C.
§ 1818(b);
	 
	 	(b)	 	any and all procedural rights available in connection with the
issuance of the Order;
	 
	 	(c)	 	all rights to a hearing and a final agency decision pursuant to
12 U.S.C. § 1818(i), 12 C.F.R. Part 19;
	 
	 	(d)	 	all rights to seek any type of administrative or judicial
review of the Order; and
	 
	 	(e)	 	any and all rights to challenge or contest the validity of the
Order.





ARTICLE IV




OTHER ACTION




(1) The Bank agrees that the provisions of this Stipulation and Consent shall not inhibit,
estop, bar, or otherwise prevent the Comptroller from taking any other action affecting the Bank
if, at any time, it deems it appropriate to do so to fulfill the responsibilities placed upon it by
the several laws of the United States of America.


 


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IN TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller as his representative,
has hereunto set his hand on behalf of the Comptroller.



	 	 	 	 	 	 	 
	 


	 	 
	 	 

	 	 
	Ronald G. Schneck

	 	 	 	Date	 	 
	Director
	 	 	 	 	 	 
	Special Supervision
	 	 	 	 	 	 






IN TESTIMONY WHEREOF, the undersigned, as the duly elected and acting Board of Directors of
the Bank, have hereunto set their hands on behalf of the Bank.



	 	 	 
	 	 	 
	Robert. J. Buford

	 	Date
	 
	 	 
	 	 	 
	Kevin R. Callahan

	 	Date
	 
	 	 
	 	 	 
	Randy P. Curtis

	 	Date
	 
	 	 
	 	 	 
	Michael E. Dulberg

	 	Date
	 
	 	 
	 	 	 
	Robert J. Glickman

	 	Date
	 
	 	 
	 	 	 
	Richard J. Koretz

	 	Date
	 
	 	 
	 	 	 
	Rodney D. Lubeznik

	 	Date
	 
	 	 
	 	 	 
	Michael J. McClure

	 	Date







 


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