Exhibit 10.22


     

      
        

      

    

     

    Exhibit
      10.22

     

    

      AGREEMENT
        BY AND BETWEEN

      AB
        & T National Bank

      Dothan,
        Alabama

      and

      The
        Comptroller of the Currency

      


      


      AB
&
        T National Bank, Dothan, Alabama (“Bank”) and the Comptroller of the Currency of
        the United States of America (“Comptroller”) wish to protect the interests of
        the depositors, other customers, and shareholders of the Bank, and, toward
        that
        end, wish the Bank to operate safely and soundly and in accordance with all
        applicable laws, rules and regulations.

      The
        Comptroller, through his National Bank Examiner, has examined the Bank and
        identified deficiencies in the Bank's operations including unsafe and unsound
        banking practices and violations of law. His findings are contained in the
        Report of Examination dated October 3, 2005 (“ROE”).

      In
        consideration of the above premises, it is agreed, between the Bank, by and
        through its duly elected and acting Board of Directors (“Board”), and the
        Comptroller, through his authorized representative, that the Bank shall operate
        at all times in compliance with the articles of this Agreement.

      ARTICLE
        I -- JURISDICTION

      (1)    This
        Agreement shall be construed to be a “written agreement entered into with the
        agency” within the meaning of 12 U.S.C. § 1818(b)(1).

      (2)    This
        Agreement shall be construed to be a “written agreement between such depository
        institution and such agency” within the meaning of 12 U.S.C.
§ 1818(e)(1) and 12 U.S.C. § 1818(i)(2).

      (3)    This
        Agreement shall be construed to be a “formal written agreement” within the
        meaning of 12 C.F.R. § 5.51(c)(6)(ii). See
        12 U.S.C. § 1831i.


      
        
          
          

        

        
           

          
            

          

        

        
          
          

        

      


      (4)    This
        Agreement shall be construed to be a “written agreement” within the meaning of
        12 U.S.C. § 1818(u)(1)(A).

      (5)    This
        Agreement shall cause the Bank to be designated as in “troubled condition,” as
        set forth in 12 C.F.R. § 5.51(c)(6), unless otherwise informed in
        writing by the Comptroller. In addition, this Agreement shall cause the Bank
        not
        to be designated as an “eligible bank” for purposes of 12 C.F.R.
§ 5.3(g), unless otherwise informed in writing by the Comptroller.


      (6)    All
        reports or plans which the Bank or Board has agreed to submit to the Assistant
        Deputy Comptroller (ADC) pursuant to this Agreement shall be forwarded
        to:

      Tommy
        Tucker

      Assistant
        Deputy Comptroller

      Birmingham
        Office

      100
        Concourse Parkway, Suite 240

      Birmingham,
        Alabama 35244

      


      ARTICLE
        II --
        COMPLIANCE COMMITTEE

      (1)    Within
        thirty (30) days of the date of this Agreement, the Board shall appoint a
        Compliance Committee of at least three (3) directors, all of
        which
        shall be outside directors (i.e., not employees of the Bank or any of its
        affiliates, as the term “affiliate” is defined in 12 U.S.C.
§ 371c(b)(1). Upon appointment, the names of the members of the Compliance
        Committee and, in the event of a change of the membership, the name of any
        new
        member shall be submitted in writing to the ADC. The Compliance Committee
        shall
        be responsible for monitoring and coordinating the Bank's adherence to the
        provisions of this Agreement.

      (2)    The
        Compliance Committee shall meet at least monthly.

      (3)    Within
        sixty(60) days of the date of this Agreement and every thirty (30) days
        thereafter, the Compliance Committee shall submit a written progress report
        to
        the Board setting forth in detail:


      
        
          
          

        

        
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      (a)    a
        description of the action needed to achieve full compliance with each
Article
        of this Agreement;

      (b)    actions
        taken to comply with each Article of this Agreement; and

      (c)    the
        results and status of those actions.

      (4)    The
        Board
        shall forward a copy of the Compliance Committee's report, with any additional
        comments by the Board, to the ADC within ten (10) days of receiving such
        report.

      ARTICLE
        III -- BOARD TO ENSURE COMPETENT MANAGEMENT

      (1)    Within
        ninety (90) days, the Board shall ensure that the Bank has competent management
        in place on a full-time basis in its Chief Executive Officer, President,
        and
        Senior Loan Officer positions to carry out the Board’s policies, ensure
        compliance with this Agreement, applicable laws, rules and regulations, and
        manage the day-to-day operations of the Bank in a safe and sound manner.
        

      (2)    Within
        sixty (60) days, the Board shall review the capabilities of the Bank’s
        management to perform present and anticipated duties and the Board will
        determine whether management changes will be made, including the need for
        additions to or deletions from current management.

      (3)    For
        incumbent officers in the positions mentioned in this Article, the Board
        shall
        within sixty (60) days assess each of these officers’ experience, other
        qualifications and performance compared to the position’s description, duties
        and responsibilities. 

      (4)    If
        the
        Board determines that an officer will continue in his/her position but that
        the
        officer’s depth of skills needs improvement, the Board will, within ninety (90)
        days, develop and implement a written program, with specific time frames,
        to
        improve the officer’s supervision and management of the Bank. At a minimum the
        written program shall include:


      
        
          
          

        

        
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      (a)    an
        education program designed to ensure that the officer has skills and abilities
        necessary to supervise effectively;

      (b)    a
        program
        to improve the effectiveness of the officer;

      (c)    objectives
        by which the officer’s effectiveness will be measured; and

      (d)    a
        performance appraisal program for evaluating performance according to the
        position’s description and responsibilities and for measuring performance
        against the Bank’s goals and objectives.

      Upon
        completion, a copy of the written program shall be submitted to the
        ADC.

      (5)    If
        a
        position mentioned in this Article is vacant now or in the future, including
        if
        the Board realigns an existing officer’s responsibilities and a position
        mentioned in this Article becomes vacant, the Board shall within ninety (90)
        days of such vacancy appoint a capable person to the vacant position who
        shall
        be vested with sufficient executive authority to ensure the Bank’s compliance
        with this Agreement and the safe and sound operation of functions within
        the
        scope of that position’s responsibility.

      (6)    Prior
        to
        the appointment of any individual to an executive officer position, the Board
        shall submit to the ADC the following information:

      (a)    the
        information sought in the “Changes in Directors and Senior Executive Officers”
and “Background Investigations” booklets of the Comptroller’s
        Licensing Manual,
        together with a legible fingerprint card for the proposed
        individual;

      (b)    a
        written
        statement of the Board's reasons for selecting the proposed officer;
        and

      (c)    a
        written
        description of the proposed officer's duties and
        responsibilities.


      
        
          
          

        

        
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      (7)    The
        ADC
        shall have the power to disapprove the appointment of the proposed new officer.
        However, the lack of disapproval of such individual shall not constitute
        an
        approval or endorsement of the proposed officer.

      (8)    The
        requirement to submit information and the prior disapproval provisions of
        this
        Article are based on the authority of 12 U.S.C. § 1818(b)(6)(E) and do
        not require the Comptroller to complete his review and act on any such
        information or authority within ninety (90) days.

      ARTICLE
        IV -- ALLOWANCE FOR LOAN AND LEASE LOSSES

      (1)    The
        Board
        shall review the adequacy of the Bank's Allowance for Loan and Lease Losses
        (“Allowance”) and shall establish a program for the maintenance of an adequate
        Allowance. This review and program shall be designed in light of the comments
        on
        maintaining a proper Allowance found in the “Allowance for Loan and Lease
        Losses” booklet of the Comptroller’s
        Handbook,
        and
        shall focus particular attention on the following factors: 

      (a)    results
        of the Bank's internal loan review;

      (b)    results
        of the Bank's external loan review;

      (c)    an
        estimate of inherent loss exposure on each credit in excess of seventy-five
        thousand dollars ($75,000);

      (d)    loan
        loss
        experience;

      (e)    trends
        of
        delinquent and nonaccrual loans; 

      (f)    concentrations
        of credit in the Bank; and,

      (g)    present
        and prospective economic conditions.

      (2)    The
        program shall provide for a review of the Allowance by the Board at least
        once
        each calendar quarter. Any deficiency in the Allowance shall be remedied
        in the
        quarter it 


      
        
          
          

        

        
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      is
        discovered, prior to the filing of the Consolidated Reports of Condition
        and
        Income, by additional provisions from earnings. Written documentation shall
        be
        maintained indicating the factors considered and conclusions reached by the
        Board in determining the adequacy of the Allowance.

      (3)    A
        copy of
        the Board's program shall be submitted to the ADC for review and prior written
        determination of no supervisory objection. Upon receiving a determination
        of no
        supervisory objection from the ADC, the Bank shall implement and adhere to
        the
        program. 

      ARTICLE
        V -- CAPITAL PLAN AND HIGHER MINIMUMS

      (1)    The
        Bank
        shall achieve by September 30, 2006, and thereafter maintain the following
        capital levels (as defined in 12 C.F.R. Part 3):

      (a)    Tier
        1
        capital at least equal to eleven percent (11 %) of risk-weighted
        assets;

      (b)    Tier
        1
        capital at least equal to eight percent (8 %) of adjusted total
        assets.

      (2)    The
        requirement in this Agreement to meet and maintain a specific capital level
        means that the Bank may not be deemed to be “well capitalized” for purposes of
        12 U.S.C. § 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R.
§ 6.4(b)(1)(iv). 

      (3)    Within
        ninety (90) days, the Board shall develop, implement, and thereafter ensure
        Bank
        adherence to a three year capital program. The program shall
        include:

      (a)    specific
        plans for the maintenance of adequate capital that may in no event be less
        than
        the requirements of subparagraph (1);

      (b)    projections
        for growth and capital requirements based upon a detailed analysis of the
        Bank's
        assets, liabilities, earnings, fixed assets, and off-balance sheet
        activities;


      
        
          
          

        

        
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      (c)    projections
        of the sources and timing of additional capital to meet the Bank's current
        and
        future needs; 

      (d)    the
        primary source(s) from which the Bank will strengthen its capital structure
        to
        meet the Bank's needs;

      (e)    contingency
        plans that identify alternative methods should the primary source(s) under
        (d)
        above not be available; and

      (f)    a
        dividend policy that permits the declaration of a dividend only:

      (i)     when
        the
        Bank is in compliance with its approved capital program; 

      (ii)    when
        the
        Bank is in compliance with 12 U.S.C. §§ 56 and 60; and,

      (iii)    with
        the
        prior written determination of no supervisory objection by the ADC.

      (4)    Upon
        receiving a determination of no supervisory objection from the
        ADC,
        the Bank shall implement and adhere to the dividend policy.

      (5)    Upon
        completion, the Bank's capital program shall be submitted to the ADC for
        prior
        determination of no supervisory objection. Upon receiving a determination
        of no
        supervisory objection from the ADC, the Bank shall implement and adhere to
        the
        capital program. The Board shall review and update the Bank's capital program
        on
        an annual basis, or more frequently if necessary. Copies of the reviews and
        updates shall be submitted to the ADC.

      ARTICLE
        VI -- CREDIT AND COLLATERAL EXCEPTIONS

      (1)    Within
        sixty (60) days the Board shall obtain current and satisfactory credit
        information on all loans lacking such information, including those listed
        in the
        ROE, in any subsequent Report of Examination, in any internal or external
        loan
        review, or in any listings of


      
        
          
          

        

        
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      loans
        lacking such information provided to management by the National Bank Examiners
        at the conclusion of an examination.

      (2)    Within
        sixty (60) days the Board shall ensure proper collateral documentation is
        maintained on all loans and correct each collateral exception listed in the
        ROE,
        in any subsequent Report of Examination, in any internal or external loan
        review, or in any listings of loans lacking such information provided to
        management by the National Bank Examiners at the conclusion of an
        examination.

      (3)    Effective
        immediately, the Bank may grant, extend, renew, alter or restructure any
        loan or
        other extension of credit only
        after:

      (a)    documenting
        the specific reason or purpose for the extension of credit;

      (b)    identifying
        the expected source of repayment in writing;

      (c)    structuring
        the repayment terms to coincide with the expected source of
        repayment;

      (d)    obtaining
        and analyzing current and satisfactory credit information, including cash
        flow
        analysis, where loans are to be repaid from operations;

      (i)    Failure
        to obtain the information in (3)(d) shall require a majority of the full
        Board
        (or a delegated committee thereof) to certify in writing the specific reasons
        why obtaining and analyzing the information in (3)(d) would be detrimental
        to
        the best interests of the Bank, and,

      (ii)    A
        copy of
        the Board certification shall be maintained in the credit file of the affected
        borrower(s). The certification will be reviewed by this Office in subsequent
        examinations of the Bank; 


      
        
          
          

        

        
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      (e)    documenting,
        with adequate supporting material, the value of collateral and properly
        perfecting the Bank's lien on it where applicable.

      ARTICLE
        VII -- CREDIT RISK 

      (1)    Within
        sixty (60) days, the Board shall develop, implement, and thereafter ensure
        Bank
        adherence to a written program to reduce the high level of credit risk in
        the
        Bank.

      (2)    The
        program shall include, but not be limited to:

      (a)    procedures
        to strengthen credit underwriting, particularly in the commercial real estate
        loan portfolio;

      (b)    procedures
        to strengthen management of loan operations and to maintain an adequate,
        qualified staff in all lending functional areas;

      (c)    procedures
        for strengthening collections; and

      (d)    an
        action
        plan to control loan growth.

      The
        Board
        shall promptly submit a copy of the program to the ADC.

      (3)    At
        least
        quarterly, the Board shall prepare a written assessment of the bank’s credit
        risk, which shall evaluate the Bank’s progress under the aforementioned program.
        The Board shall submit a copy of this assessment to the ADC.

      ARTICLE
        VIII -- INTEREST RATE RISK POLICY

      (1)    Within
        sixty (60) days, the Board shall adopt, implement, and thereafter ensure
        Bank
        adherence to a written interest rate risk policy. In formulating this policy,
        the Board shall refer to the “Interest Rate Risk” booklet of the Comptroller’s
        Handbook.
        The
        policy shall provide for a coordinated interest rate risk strategy and, at
        a
        minimum, address:

      (a)    the
        establishment of adequate management reports on which to base sound interest
        rate risk management decisions; 


      
        
          
          

        

        
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      (b)    establishment
        and guidance of the Bank’s strategic direction and tolerance for interest rate
        risk;

      (c)    implementation
        of effective tools to measure and monitor the Bank’s performance and overall
        interest rate risk profile;

      (d)    employment
        of competent personnel to manage interest rate risk;

      (e)    prudent
        limits on the nature and amount of interest rate risk that can be taken;
        and,

      (f)    periodic
        review of the Bank's adherence to the policy.

      (2)    Upon
        adoption, a copy of the written policy shall be forwarded to the ADC for
        review.

      ARTICLE
        IX -- INTERNAL AUDIT

      (1)    Within
        sixty (60) days, the Board shall adopt, implement, and thereafter ensure
        Bank
        adherence to an independent, internal audit program sufficient to:

      (a)    detect
        irregularities and weak practices in the Bank's operations;

      (b)    determine
        the Bank's level of compliance with all applicable laws, rules and
        regulations;

      (c)    assess
        and report the effectiveness of policies, procedures, controls, and management
        oversight relating to accounting and financial reporting;

      (d)    evaluate
        the Bank's adherence to established policies and procedures, with particular
        emphasis directed to the Bank's adherence to its loan policies concerning
        underwriting standards and problem loan identification and
        classification;

      (e)    review
        and provide an opinion regarding whether regulatory reports 


      
        
          
          

        

        
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      beginning
        with the quarter ending June 30, 2006, contain “material misstatements” within
        thirty (30) days of filing; for purposes of this Article, “material
        misstatements” has the same meaning as the term is used in the SEC’s Staff
        Accounting Bulletin No. 99 on Materiality (“SAB  99”).
        

      (f)    adequately
        cover all areas; and

      (g)    establish
        an annual audit plan using a risk based approach sufficient to achieve these
        objectives.

      (2)    As
        part
        of this audit program, the Board shall evaluate the audit reports of any
        party
        providing services to the Bank, and shall assess the impact on the Bank of
        any
        audit deficiencies cited in such reports.

      (3)    The
        Board
        shall ensure that the audit function is supported by an adequately staffed
        department or outside firm, with respect to both the experience level and
        number
        of the individuals employed.

      (4)    The
        Board
        shall ensure that the audit program is independent. The persons responsible
        for
        implementing the internal audit program described above shall report directly
        to
        the Board, which shall have the sole power to direct their activities. All
        reports prepared by the audit staff shall be filed directly with the Audit
        Committee of the Board and not through any intervening party. All audit reports
        shall be in writing. The Board shall ensure that immediate actions are
        undertaken to remedy deficiencies cited in audit reports, and that auditors
        maintain a written record describing those actions.

      (5)    The
        audit
        staff shall have access to any records necessary for the proper conduct of
        its
        activities. National bank examiners shall have access to all reports and
        work
        papers of the


      
        
          
          

        

        
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      audit
        staff and any other parties working on its behalf. 

      (6)    Upon
        adoption, a copy of the internal audit program shall be promptly submitted
        to
        the ADC.

      ARTICLE
        X -- INVESTMENT POLICY

      (1)    Within
        sixty (60) days, the Board shall review and revise the Bank's investment
        policy
        and implement the revised policy, and thereafter ensure Bank adherence to
        the
        policy. The policy shall contain the basic elements of a sound investment
        policy
        consistent with regulatory guidance provided in An
        Examiner’s Guide to Investment Products and Practices
        (Dec.,
        1992), 12 C.F.R. Part 1, and OCC Bulletin 98-20 (Apr. 27, 1998) and shall
        include:

      (a)    an
        investment portfolio strategy that is consistent with Board approved Bank
        asset
        and liability management policies and interest rate risk
        tolerances;

      (b)    individual
        and committee investment portfolio purchase and sale authority;

      (c)    approval
        procedures that will include dollar size limits, quality limitations, maturity
        limitations, and concentration or diversification guidelines;

      (d)    a
        requirement that investment securities be supported by adequate credit and
        interest rate risk measurement information as described in the “Interest Rate
        Risk” booklet of the Comptroller’s
        Handbook and
        in
        OCC Bulletin 98-20 (Apr. 27, 1998);

      (e)    required
        reviews and use of securities dealers;

      (f)    periodic
        reports to and approval by the Board for all investment portfolio purchases
        and
        sales and strategy changes; and


      
        
          
          

        

        
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      (g)    monthly
        review by the Board's investment committee of the Bank's investment portfolio
        activity to ensure adherence to the investment policy and to applicable banking
        and securities laws and regulations.

      (2)    The
        revised investment policy shall be implemented and a copy shall be forwarded
        to
        the ADC.

      ARTICLE
        XI -- LOAN REVIEW

      (1)    The
        Board
        shall employ or designate a sufficiently experienced and qualified person(s)
        or
        firm to ensure the timely and independent identification of problem loans
        and
        leases.

      (2)    Within
        sixty (60) days from the effective date of this Agreement, the Board shall
        establish an effective, independent and on-going loan review system to review,
        at least quarterly, the Bank's loan and lease portfolios to assure the timely
        identification and categorization of problem credits. The system shall provide
        for a written report to be filed with the Board after each review and shall
        use
        a loan and lease grading system consistent with the guidelines set forth
        in
        Rating Credit Risk, A-RCR, of the Comptroller’s
        Handbook.
        Such
        reports shall, at a minimum, include:

      (a)    conclusions
        regarding the overall quality of the loan and lease portfolios;

      (b)    the
        identification, type, rating, and amount of problem loans and
        leases;

      (c)    the
        identification and amount of delinquent loans and leases;

      (d)    the
        identification of credit and collateral documentation exceptions;

      (e)    the
        identification of loans meeting the criteria for nonaccrual 


      
        
          
          

        

        
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      status;

      (f)    the
        identification and status of credit related violations of law, rule or
        regulation;

      (g)    the
        identification of loans and leases not in conformance with the Bank's lending
        and leasing policies, including approved exceptions to the Bank’s lending and
        leasing policies;

      (h)    the
        identity of the loan officer who originated or is responsible for each loan
        reported in accordance with subparagraphs (b) through (g) of this
        paragraph;

      (i)    the
        identification of concentrations of credit; and

      (j)    the
        identification of loans and leases to executive officers, directors, principal
        shareholders (and their related interests) of the Bank.

      (3)    The
        Board
        shall evaluate the loan review report(s) and shall ensure that immediate,
        adequate, and continuing remedial action, if appropriate, is taken upon all
        findings noted in the report(s).

      (4)    A
        copy of
        the reports submitted to the Board, as well as documentation of the action
        taken
        by the Bank to collect or strengthen assets identified as problem credits,
        shall
        be preserved in the Bank. 

      ARTICLE
        XII -- LENDING POLICY

      (1)    Within
        sixty (60) days, the Board shall review and revise the Bank's written loan
        policy. In revising this policy, the Board shall refer to “Loan Portfolio
        Management” booklet of the Comptroller’s
        Handbook.
        This
        policy shall incorporate, but not necessarily be limited to,
        the


      
        
          
          

        

        
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      following: 

      (a)    a
        description of acceptable types of loans;

      (b)    a
        provision that current and satisfactory credit information will be obtained
        on
        each borrower;

      (c)    maturity
        scheduling related to the anticipated source of repayment, the purpose of
        the
        loan, and the useful life of the collateral;

      (d)    maximum
        ratio of loan value to appraised value or acquisition costs of collateral
        securing the loan;

      (e)    collection
        procedures, to include follow-up efforts, that are systematically and
        progressively stronger;

      (f)    a
        pricing
        policy that takes into consideration costs, general overhead, and probable
        loan
        losses, while providing for a reasonable margin of profit;

      (g)    a
        definition of the Bank's trade area;

      (h)    guidelines
        and limitations for loans originating outside of the Bank's trade
        area;

      (i)    a
        limitation on aggregate outstanding loans in relation to other balance sheet
        accounts;

      (j)    distribution
        of loans by category;

      (k)    a
        prohibition regarding the use of brokered deposits to fund loan growth or
        support criticized loans;

      (l)    guidelines
        for loans to insiders, including a statement that such loans will not be
        granted
        on terms more favorable than those offered to similar outside
        borrowers;


      
        
          
          

        

        
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      (m)    guidelines
        and limitations on concentrations of credit; 

      (n)    a
        limitation on the type and size of loans that may be made by loan officers
        without prior approval by the Board or a committee established by the Board
        for
        this purpose;

      (o)    measures
        to correct the deficiencies in the Bank's lending procedures noted in any
        ROE;
        and,

      (p)    guidelines
        designed to improve Board oversight of the loan approval process, specifically
        with regard to credits exhibiting significant risk. At a minimum, the policy
        shall:

      (i)    establish
        dollar limits on extensions of credit to any one borrower, above which the
        prior
        approval of the Board, or a committee thereof, would be required;

      (ii)    establish
        dollar limits on aggregate extensions of credit to any one borrower, above
        which
        any new extensions of credit to that borrower, regardless of amount, would
        require the prior approval of the Board, or a committee thereof;
        and

      (iii)    require
        that all credits which deviate from the Bank’s normal course of business,
        including all credits which deviate from the Bank’s written strategic plan,
        receive the prior approval of the Board, or a committee thereof;

      (iv)     require
        that all new, renewed, extended, restructured or altered credits in excess
        of
        fifty thousand dollars ($50,000) which deviate from the Bank’s lending policy
        receive the prior approval of the


      
        
          
          

        

        
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      Board,
        or
        a committee thereof. A copy of the Board or committee approval shall be
        maintained in the credit file of the affected borrower(s), and shall state
        the
        reason for deviating from the lending policy to include an assessment of
        why the
        deviation is in the best interest of the bank. 

      (v)     require
        that all new, renewed, extended, restructured or altered credits in the amount
        of fifty thousand dollars ($50,000) or less which deviate from the Bank’s
        lending policy receive the prior written approval of the bank’s senior lending
        officer. A copy of the written approval shall be maintained in the credit
        file
        of the affected borrower(s), and shall state the reason for deviating from
        the
        lending policy to include an assessment of why the deviation is in the best
        interest of the bank.

      (q)    guidelines
        consistent with Banking Circular 255, setting forth the criteria under which
        renewals of extensions of credit may be approved. At a minimum the policy
        shall:

      (i)    ensure
        that renewals are not made for the sole purpose of reducing the volume of
        loan
        delinquencies; and

      (ii)    provide
        guidelines and limitations on the capitalization of interest;

      (r)    charge-off
        guidelines, by type of loan or other asset, including Other Real Estate Owned,
        addressing the circumstances under which a charge-off would be appropriate
        and
        ensuring the recognition of losses within the quarter of discovery; and



      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      


      (s)    guidelines
        for periodic review of the Bank's adherence to the revised lending
        policy.

      (2)    Upon
        adoption, the policy shall be implemented, the Board shall thereafter ensure
        Bank adherence to the policy, and a copy of the policy shall be forwarded
        to the
        ADC for review.

      ARTICLE
        XIII -- LIQUIDITY

      (1)    The
        Board
        shall immediately increase the liquidity of the Bank to a level that is
        sufficient to sustain the Bank's current operations and to withstand any
        anticipated or extraordinary demand against its funding base. Such actions
        may
        include, but are not necessarily limited to:

      (a)    selling
        assets;

      (b)    obtaining
        lines of credit from the Federal Reserve Bank;

      (c)    obtaining
        lines of credit from correspondent banks;

      (d)    recovering
        charged-off assets; and

      (e)    injecting
        additional equity capital.

      (2)    The
        Board
        shall review the Bank's liquidity on a monthly basis. Such reviews shall
        consider: 

      (a)    a
        maturity schedule of certificates of deposit, including large uninsured
        deposits;

      (b)    the
        volatility of demand deposits including escrow deposits;

      (c)    the
        amount and type of loan commitments and standby letters of credit;

      (d)    an
        analysis of the continuing availability and volatility of present funding
        sources;

      (e)    an
        analysis of the impact of decreased cash flow from the Bank's
        loan


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      portfolio
        resulting from delinquent and non-performing loans;

      (f)    an
        analysis of the impact of decreased cash flow from the sale of loans or loan
        participations; and

      (g)    geographic
        disbursement of and risk from brokered deposits.

      (3)    The
        Board
        shall take appropriate action to ensure adequate sources of liquidity in
        relation to the Bank's needs. Monthly reports shall set forth liquidity
        requirements and sources and establish a contingency plan. Copies of these
        reports shall be forwarded to the ADC in the Bank’s monthly report to the
        ADC.

      ARTICLE
        XIV -- LOAN PORTFOLIO MANAGEMENT

      (1)    The
        Board
        shall, within sixty (60) days, develop, implement, and thereafter ensure
        Bank
        adherence to a written program to improve the Bank's loan portfolio management.
        The program shall include, but not be limited to:

      (a)    procedures
        to ensure satisfactory and perfected collateral documentation;

      (b)    procedures
        to ensure that extensions of credit are granted, by renewal or otherwise,
        to any
        borrower only
        after
        obtaining and analyzing current and satisfactory credit
        information;

      (c)    procedures
        to ensure conformance with loan approval requirements;

      (d)    a
        system
        to track and analyze exceptions;

      (e)    procedures
        to ensure conformance with Call Report instructions;

      (f)    procedures
        to ensure the accuracy of internal management information systems;

      (g)    a
        performance appraisal process, including performance appraisals, job
        descriptions, and incentive programs for loan officers, which
        adequately


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      consider
        their performance relative to policy compliance, documentation standards,
        accuracy in credit grading, and other loan administration matters;
        and

      (h)    procedures
        to track and analyze concentrations of credit, significant economic factors,
        and
        general conditions and their impact on the credit quality of the Bank’s loan and
        lease portfolios.

      Upon
        completion, a copy of the program shall be forwarded to the ADC.

      (2)    Within
        sixty (60 ) days, the Board shall develop, implement, and thereafter ensure
        Bank
        adherence to systems which provide for effective monitoring of:

      (a)    early
        problem loan identification to assure the timely identification and rating
        of
        loans and leases based on lending officer submissions;

      (b)    statistical
        records that will serve as a basis for identifying sources of problem loans
        and
        leases by industry, size, collateral, division, group, indirect dealer, and
        individual lending officer;

      (c)    previously
        charged-off assets and their recovery potential;

      (d)    compliance
        with the Bank's lending policies and laws, rules, and regulations pertaining
        to
        the Bank's lending function;

      (e)    adequacy
        of credit and collateral documentation; and

      (f)    concentrations
        of credit.

      (3)    Beginning
        August 31, 2006, on a monthly basis management will provide the Board with
        written reports including, at a minimum, the following information:

      (a)    the
        identification, type, rating, and amount of problem loans and
        leases;

      (b)    the
        identification and amount of delinquent loans and leases;


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      


      (c)    credit
        and collateral documentation exceptions;

      (d)    the
        identification and status of credit related violations of law, rule or
        regulation;

      (e)    the
        identity of the loan officer who originated each loan reported in accordance
        with subparagraphs (a) through (d) of this Article and Paragraph;

      (f)    an
        analysis of concentrations of credit, significant economic factors, and general
        conditions and their impact on the credit quality of the Bank’s loan and lease
        portfolios;

      (g)    the
        identification and amount of loans and leases to executive officers, directors,
        principal shareholders (and their related interests) of the Bank;
        and

      (h)    the
        identification of loans and leases not in conformance with the Bank's lending
        and leasing policies, and exceptions to the Bank’s lending and leasing
        policies.

      ARTICLE
        XV -- MANAGEMENT FEES TO AFFILIATES

      (1)    Prior
        to
        the payment of any management and other fees to any affiliate of the Bank
        as
        defined in 12 U.S.C. § 221a and 12 U.S.C. § 371c
        (“Affiliate”), the Board, or delegated committee of the Board, shall document
        and support, in writing, that such fees:

      (a)    are
        reasonable;

      (b)    have
        a
        direct relationship to, and are based solely upon, the fair value of goods
        and
        services received by the Bank; and

      (c)    compensate
        the Affiliate only for providing goods and services which


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      meet
        the
        legitimate needs of the Bank.

      (2)    All
        documentation supporting the payment of management and other fees to an
        Affiliate, shall be preserved in the Bank.

      ARTICLE
        XVI -- TRANSACTIONS BETWEEN AFFILIATES

      (1)    The
        Bank
        may, directly or indirectly, pay money or its equivalent to or for the benefit
        of, or extend credit in any form to or for the benefit of, its affiliates,
        or
        transfer assets between the Bank and its affiliates, or enter into or engage
        in
        any transaction that obligates the Bank to do the same only after:

      (a)    the
        Board
        has conducted an independent review of the action, which review is documented
        in
        writing; and, 

      (b)    the
        Board
        has determined in writing that it is advantageous for the Bank to engage
        in such
        action, and
        that the
        action complies with all applicable laws, rules, regulations, and Comptroller’s
        issuances, including, but not limited to 12 C.F.R. Part 223.

      (2)    For
        purposes of this Article, “affiliate” shall have the meaning set forth in and
        12 C.F.R. Part 223.

      ARTICLE
        XVII -- STRATEGIC PLAN

      (1)    Within
        one hundred and twenty (120) days, the Board shall adopt, implement, and
        thereafter ensure Bank adherence to a written strategic plan for the Bank
        covering at least a three-year period. The strategic plan shall establish
        objectives for the Bank's overall risk profile, earnings performance, growth,
        balance sheet mix, off-balance sheet activities, liability structure, capital
        adequacy, reduction in the volume of nonperforming assets, product line
        development and market segments that the Bank intends to promote or develop,
        together with strategies to 


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      achieve
        those objectives and, at a minimum, include:

      (a)    a
        mission
        statement that forms the framework for the establishment of strategic goals
        and
        objectives;

      (b)    an
        assessment of the Bank's present and future operating environment;

      (c)    the
        development of strategic goals and objectives to be accomplished over the
        short
        and long term;

      (d)    an
        identification of the Bank’s present and future product lines (assets and
        liabilities) that will be utilized to accomplish the strategic goals and
        objectives established in (1 )(c) of this Article;

      (e)    an
        evaluation of the Bank's internal operations, staffing requirements, board
        and
        management information systems and policies and procedures for their adequacy
        and contribution to the accomplishment of the goals and objectives developed
        under (1)(c) of this Article;

      (f)    a
        management employment and succession program to promote the retention and
        continuity of capable management; 

      (g)    product
        line development and market segments that the Bank intends to promote or
        develop;

      (h)    an
        action
        plan to improve bank earnings and accomplish identified strategic goals and
        objectives, including individual responsibilities, accountability and specific
        time frames;

      (i)    a
        financial forecast to include projections for major balance sheet and income
        statement accounts and desired financial ratios over the period covered by
        the
        strategic plan;

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      (j)    control
        systems to mitigate risks associated with planned new products, growth, or
        any
        proposed changes in the Bank’s operating environment;

      specific
        plans to establish responsibilities and accountability for the strategic
        planning process, new products, growth goals, or proposed changes in the
        Bank’s
        operating environment; and

      (k)    systems
        to monitor the Bank’s progress in meeting the plan’s goals and
        objectives.

      (2)    Upon
        adoption, a copy of the plan shall be forwarded to the ADC for review and
        prior
        written determination of no supervisory objection. Upon receiving a
        determination of no supervisory objection from the ADC, the Bank shall implement
        and adhere to the strategic plan. 

      ARTICLE
        XVIII -- BOOKS AND RECORDS

      (1)    The
        Board
        shall immediately take all necessary actions to ensure that, within thirty
        (30)
        days, the Bank’s books, records and management information systems (MIS) are in
        a complete and accurate condition.

      (2)    Within
        sixty (60) days, the Board shall submit to the ADC an action plan detailing
        how
        the Board will maintain the Bank’s books, records and MIS in a complete and
        accurate condition, setting forth a timetable for the plan. In the event
        the ADC
        recommends changes to the action plan, the Board shall immediately incorporate
        those changes into the plan.

      (3)    The
        Board
        shall ensure that the Bank’s books, records and MIS are maintained in a complete
        and accurate condition.

      ARTICLE
        XIX -- INFORMATION TECHNOLOGY

      (1)    The
        Board
        shall immediately take all steps necessary to improve the management of the
        Bank’s Information Technology (“IT”) activities and to correct each deficiency
        cited in the 


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      Report
        of
        Examination (“ROE”) or any supervisory communication.

      (2)    Within
        sixty (60) days, the Board shall ensure that the information technology manager
        has the necessary skills and experience to supervise effectively the IT
        area.

      (3)    Within
        sixty (60) days, the Board shall develop, implement, and thereafter adhere
        to a
        written, well-documented, risk-based, internal IT audit program. At a minimum,
        the IT audit program shall be performed by an independent and qualified party,
        and shall include fundamental elements of a sound audit program as described
        in
        the “Audit” booklet of the FFIEC
        Information Technology Examination Handbook.

      (4)    Within
        sixty (60) days, the Board shall develop, implement, and thereafter ensure
        adherence to a comprehensive, written information security program to ensure
        the
        safety and soundness of its operations and to support the Bank’s efforts to
        comply with 12 C.F.R. Part 30, Appendix B, Safeguarding Customer Information.
        The information security program shall include administrative, technical,
        and
        physical safeguards to protect the security, confidentiality, and integrity
        of
        customer information. The information security program shall be consistent
        with
        the security process described in the “Information Security” booklet of the
FFIEC
        Information Technology Examination Handbook.
        At a
        minimum, the information security program shall include: 

      (a)    a
        corporate-wide assessment of the risks to its customer information or customer
        information systems and a written report evidencing such assessment. The
        assessment shall include:

      (i)    the
        identification of reasonably foreseeable internal and external threats that
        could result in unauthorized disclosure, misuse, alteration, or destruction
        of
        customer


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      information
        or customer information systems;

      (ii)    an
        assessment of the likelihood and potential damage of these threats, taking
        into
        consideration the sensitivity of customer information; and 

      (iii)    an
        assessment of the sufficiency of policies, procedures, customer information
        systems, and other arrangements in place to control risks.

      (b)    a
        process
        to monitor and control the identified risks, commensurate with the sensitivity
        of the information as well as the complexity and scope of bank
        activities;

      (c)    a
        test
        plan that provides for regular testing of key controls, systems and procedures
        of its information security program. The frequency and nature of such tests
        shall be determined by the risk assessment. Such tests shall be conducted
        or
        reviewed by independent third parties or staff independent of those who develop
        or maintain the information security program.

      (5)    Within
        sixty (60) days, the Board shall develop, implement, and thereafter adhere
        to, a
        written program to oversee and manage risks associated with outsourcing any
        services to third party servicers, including technology service providers
        and
        vendors. This third party management program shall be consistent with OCC
        Bulletin 2001-47, “Third Party Relationships,” dated November 1, 2001, and OCC
        Advisory Letter 2000-12, “Risk Management of Outsourcing Technology Services”
dated November 28, 2000.

      (6)    Within
        sixty (60) days, the Board shall develop and implement a formal enterprise-wide
        business continuity process that complies with the requirements set forth
        in the



      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      “Business
        Continuity Planning” booklet of the FFIEC
        Information Technology Examination Handbook.
        At a
        minimum, the business continuity process shall include:

      (a)    a
        business impact analysis that includes:

      (i)    the
        identification of the potential impact of uncontrolled, non-specific events
        on
        the institution’s business processes and its customers; and 

      (ii)    an
        estimation of the maximum allowable downtime and acceptable levels of data,
        operations, and financial losses.

      (b)    a
        risk
        assessment process that includes:

      (i)    the
        prioritization of potential business disruptions based upon severity and
        likelihood of occurrence; 

      (ii)    a
        gap
        analysis comparing the institution’s existing business resumption plans, if any,
        to what is necessary to achieve recovery time and point objectives;
        and

      (iii)    an
        analysis of threats based upon the impact on the institution, its customers,
        and
        the financial markets, not just the nature of the treat.

      (c)    a
        risk
        management process that includes the development of a written, enterprise-wide
        business continuity plan (BCP); and

      (d)    a
        risk
        monitoring process that includes:

      (i)    testing
        of the BCP on at least an annual basis;

      (ii)    independent
        audit and review of the BCP; and

      (iii)    updating
        the BCP based upon changes to personnel and the internal


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


      and
        external environments. 

      (7)    The
        Board
        shall provide a quarterly written progress report on each of the requirements
        of
        this Article to the ADC.

      (8)    The
        Board
        shall ensure that the Data Center has processes, personnel and control systems
        sufficient to ensure implementation of and adherence to the procedures and
        programs developed pursuant to this Article.

      ARTICLE
        XX -- DEPENDENCE ON CREDIT SENSITIVE LIABILITIES 

      (1)    Within
        forty-five (45) days the Bank shall improve the Bank’s liquidity position and
        maintain adequate sources of stable funding given the Bank’s anticipated
        liquidity and funding needs. Such actions shall include, but not be limited
        to:

      (a)    reduction
        of wholesale or credit sensitive liabilities and/or increase of liquid assets;
        and

      (b)    revision
        of the Bank's strategic plan in light of the requirement of this
        Article.

      ARTICLE
        XXI -- VIOLATIONS OF LAW

      (1)    The
        Board
        shall immediately take all necessary steps to ensure that Bank management
        corrects each violation of law, rule or regulation cited in the ROE and in
        any
        subsequent Report of Examination. The monthly progress reports required by
        this
        Agreement shall include the date and manner in which each correction has
        been
        effected during that reporting period.

      (2)    Within
        sixty (60) days, the Board shall adopt, implement, and thereafter ensure
        Bank
        adherence to specific procedures to prevent future violations as cited in
        the
        ROE and shall adopt, implement, and ensure Bank adherence to general procedures
        addressing compliance


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


      management
        which incorporate internal control systems and education of employees regarding
        laws, rules and regulations applicable to their areas of responsibility.
        

      (3)    Upon
        adoption, a copy of these procedures shall be promptly forwarded to the
        ADC.

      ARTICLE
        XXII -- CLOSING

      (1)    Although
        the Board has agreed to submit certain programs and reports to the ADC for
        review or prior written determination of no supervisory objection, the Board
        has
        the ultimate responsibility for proper and sound management of the
        Bank.

      (2)    The
        Board
        shall ensure that the Bank has processes, personnel, and control systems
        to
        ensure implementation of and adherence to the programs developed pursuant
        to
        this Agreement.

      (3)    It
        is
        expressly and clearly understood that if, at any time, the Comptroller deems it
        appropriate in fulfilling the responsibilities placed upon him/her by the
        several laws of the United States of America to undertake any action affecting
        the Bank, nothing in this Agreement shall in any way inhibit, estop, bar,
        or
        otherwise prevent the Comptroller from so doing.

      (4)    Any
        time
        limitations imposed by this Agreement shall begin to run from the effective
        date
        of this Agreement. Such time requirements may be extended in writing by the
        ADC
        for good cause upon written application by the Board.

      (5)    The
        provisions of this Agreement shall be effective upon execution by the parties
        hereto and its provisions shall continue in full force and effect unless
        or
        until such provisions are amended in writing by mutual consent of the parties
        to
        the Agreement or excepted, waived, or terminated in writing by the
        Comptroller.

      (6)    In
        each
        instance in this Agreement in which the Board is required to ensure


      
 

      
        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        

      

       

      adherence
        to, and undertake to perform certain
        obligations of the Bank, it is intended to mean that the Board shall: 
        (a)    authorize
          and adopt such actions on behalf of the Bank as may be necessary for the
          Bank to
          perform its obligations and undertakings under the terms of this Agreement;
          

        (b)    require
          the timely reporting by Bank management of such actions directed by the
          Board to
          be taken under the terms of this Agreement; 

        (c)    follow-up
          on any non-compliance with such actions in a timely and appropriate manner;
          and


        (d)    require
          corrective action be taken in a timely manner of any non-compliance with
          such
          actions. 

        (7)    This
          Agreement is intended to be, and shall be construed to be, a supervisory
          “written agreement entered into with the agency” as contemplated by 12 U.S.C. §
1818(b)(1), and expressly does not form, and may not be construed to form,
          a
          contract binding on the Comptroller or the United States. 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(b)(1),
          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.
          The Bank also expressly acknowledges that no officer or employee of the
          Office
          of the Comptroller of the Currency 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

      

      


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

      responsibilities.
        The terms of this Agreement, including this paragraph, are not subject to
        amendment or modification by any extraneous expression, prior agreements
        or
        prior arrangements between the parties, whether oral or written.

       

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

       

      


      
        	
                 
/s/
                  Tommy Tucker

                
                  

                

                Tommy
                  Tucker

                Assistant
                  Deputy Comptroller

                Birmingham
                  Office

              	 	
                 
                  July 27, 2006

                
                  

                

                Date

              


      

      



      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      


      AND
        IN FURTHER 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.

      


      


      


      
        	
                
                   
                    /s/ Keith Beckham

                

                
                  

                

                Keith
                  Beckham

              	 	
                 
                  July 27, 2006

                
                  

                

                Date

              
	 	 	 
	
                
                   
                    /s/ Malcolm Dunaway

                

                
                  

                

                Malcolm
                  Dunaway

              	 	
                 
                  July 27, 2006

                
                  

                

                Date

              
	 	 	 
	
                
                   
                    /s/ Paul Joiner

                

                
                  

                

                Paul
                  Joiner

              	 	
                 
                  July 27, 2006

                
                  

                

                Date

              
	 	 	 
	
                
                  /s/
                    Charles M. Jones, III

                

                
                  

                

                Charles
                  M. Jones, III

              	 	
                 
                  July 27, 2006

                
                  

                

                Date

              
	 	 	 
	
                
                   
                    /s/ William Matthews

                

                
                  

                

                William
                  Matthews

              	 	
                 
                  July 27, 2006

                
                  

                

                Date

              
	 	 	 
	
                
                   
                    /s/ Forrest Register

                

                
                  

                

                Forrest
                  Register

              	 	
                 
                  July 27, 2006

                
                  

                

                Date

              
	 	 	 
	
                
                   
                    /s/ Joseph C. Sorrells

                

                
                  

                

                Joseph
                  C. Sorrells

              	 	
                 
                  July 27, 2006

                
                  

                

                Date

              
	 	 	 
	
                
                   
                    /s/ Levy Ward

                

                
                  

                

                Levy
                  Ward

              	 	
                 
                  July 27, 2006

                
                  

                

                Date

              
	 	 	 


      

       

       

       

       

      32