THE RESERVE BANK A WRITTEN STATEMENT OF BANCORP'S PLANNED
SOURCES AND USES OF CASH FOR DEBT SERVICE, OPERATING EXPENSES, AND OTHER
PURPOSES ("CASH FLOW PROJECTION") FOR 2010.
BANCORP SHALL SUBMIT TO THE RESERVE
BANK A CASH FLOW PROJECTION FOR EACH CALENDAR YEAR SUBSEQUENT TO 2010 AT LEAST
ONE MONTH PRIOR TO THE BEGINNING OF THAT CALENDAR YEAR.
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Compliance with Laws and Regulations
6.
(A)
IN APPOINTING ANY NEW
DIRECTOR OR SENIOR EXECUTIVE OFFICER, OR CHANGING THE RESPONSIBILITIES OF ANY
SENIOR EXECUTIVE OFFICER SO THAT THE OFFICER WOULD ASSUME A DIFFERENT SENIOR
EXECUTIVE OFFICER POSITION, BANCORP SHALL COMPLY WITH THE NOTICE PROVISIONS OF
SECTION 32 OF THE FDI ACT (12 U.S.C. § 1831I) AND SUBPART H OF REGULATION Y OF
THE BOARD OF GOVERNORS (12 C.F.R. §§ 225.71 ET SEQ.).
(B)
BANCORP SHALL COMPLY WITH THE RESTRICTIONS ON INDEMNIFICATION AND
SEVERANCE PAYMENTS OF SECTION 18(K) OF THE FDI ACT (12 U.S.C. § 1828(K)) AND
PART 359 OF THE FEDERAL DEPOSIT INSURANCE CORPORATION'S REGULATIONS (12 C.F.R.
PART 359).
Progress Reports
7.
WITHIN 30 DAYS AFTER THE END OF EACH
CALENDAR QUARTER FOLLOWING THE DATE OF THIS AGREEMENT, THE BOARD OF DIRECTORS
SHALL SUBMIT TO THE RESERVE BANK AND THE DFCS WRITTEN PROGRESS REPORTS DETAILING
THE FORM AND MANNER OF ALL ACTIONS TAKEN TO SECURE COMPLIANCE WITH THE
PROVISIONS OF THIS AGREEMENT AND THE RESULTS THEREOF, AND A PARENT COMPANY ONLY
BALANCE SHEET, INCOME STATEMENT, AND, AS APPLICABLE, A REPORT OF CHANGES IN
STOCKHOLDERS' EQUITY.
Approval and Implementation of Plan
8.
(A)
BANCORP SHALL SUBMIT A
WRITTEN CAPITAL PLAN THAT IS ACCEPTABLE TO THE RESERVE BANK WITHIN THE
APPLICABLE TIME PERIOD SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT.
(B)
WITHIN 10 DAYS OF APPROVAL BY THE RESERVE BANK, BANCORP SHALL
ADOPT THE APPROVED CAPITAL PLAN.
UPON ADOPTION, BANCORP SHALL PROMPTLY
IMPLEMENT THE APPROVED PLAN AND THEREAFTER FULLY COMPLY WITH IT.
(C)
DURING THE TERM OF THIS AGREEMENT, THE APPROVED CAPITAL PLAN SHALL
NOT BE AMENDED OR RESCINDED WITHOUT THE PRIOR WRITTEN APPROVAL OF THE RESERVE
BANK.
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Communications
9.
ALL COMMUNICATIONS REGARDING THIS
AGREEMENT SHALL BE SENT TO:
(A)
MR. JOHN KANDARIS
EXAMINING MANAGER
BANKING SUPERVISION AND REGULATION
FEDERAL RESERVE BANK OF SAN FRANCISCO
101 MARKET STREET, MAIL STOP 945
SAN FRANCISCO, CALIFORNIA
94105
(B)
MR. RICHARD RENKEN
BANKS AND TRUSTS PROGRAM MANAGER
STATE OF OREGON, DEPARTMENT OF CONSUMER AND BUSINESS SERVICES
DIVISION OF FINANCE AND CORPORATE SECURITIES
350 WINTER STREET NW, ROOM 410
SALEM, OREGON
97309-0405
(C)
MR. ROBERT SZNEWAJS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
WEST COAST BANCORP
5335 SW MEADOWS ROAD, SUITE 201
LAKE OSWEGO, OREGON
97035
Miscellaneous
10.
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT, THE RESERVE BANK
AND THE DFCS MAY, IN THEIR SOLE DISCRETION, GRANT WRITTEN EXTENSIONS OF TIME TO
BANCORP TO COMPLY WITH ANY PROVISION OF THIS AGREEMENT.
11.
THE PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON BANCORP AND
ITS INSTITUTION-AFFILIATED PARTIES, IN THEIR CAPACITIES AS SUCH, AND THEIR
SUCCESSORS AND ASSIGNS.
12.
EACH PROVISION OF THIS AGREEMENT SHALL REMAIN EFFECTIVE AND
ENFORCEABLE