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UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C. > Written Agreement by and between BELMONT BANCORP Bridgeport, Ohio and FEDERAL RESERVE BANK OF CLEVELAND Cleveland, Ohio ) ) ) ) ) ) ) ) Docket No. 99-020-WA/RB-BHC ) ) WHEREAS, in order to maintain the financial soundness of Belmont Bancorp, Bridgeport, Ohio (“Belmont”), a registered bank holding company, the Federal Reserve Bank of Cleveland (the “Reserve Bank”) and Belmont have mutually agreed to enter into this Written Agreement (the “Agreement”); WHEREAS, as of the date of this Agreement, Belmont owns and controls the Belmont National Bank, Wheeling, West Virginia (the “Bank”); WHEREAS, this Agreement is being executed in accordance with the Rules Regarding Delegation of Authority of the Board of Governors of the Federal Reserve System (the “Board of Governors”) specifically 12 C.F.R. 265.11 (a)( IS), and the Reserve Bank has received the prior approval of the Director of the Division of Banking Supervision and Regulation and the General Counsel of the Board of Governors to enter into this Agreement (the “Director”) with Belmont; and 3 WHEREAS, on Belmont, at a duly constituted wL).Qw , 1999, meeting, adopted a resolution the board of directors of authorizing and directing hc,CL x.X to enter into this Agreement on behalf of Belmont and consented to compliance with each and every provision of this Agreement by Belmont and its institution- affiliated parties, as defined in sections 3(u) and 8(b)(3) of the Federal Deposit Insurance Act, as amended (the “FDI Act”) (12 U.S.C. 1813(u) and 1818(b)(3)). NOW, THEREFORE, before the taking of any testimony any issue of fact or law herein, and without this Agreement or adjudication constituting of or finding on an admission of any allegation made or implied by the Board of Governors, the Reserve Bank and Belmont hereby agree as follows: 1. Belmont shall not declare or pay any dividends without the prior written approval of the Reserve Bank and the Director. All requests for prior approval shall be received by the Reserve Bank and the Director at least 30 days prior to the proposed dividend declaration and shall include, but not be limited to, current and projected information earnings, cash flow and capital levels, and the asset quality of the Bank. on consolidated date > 2. Belmont shall not take dividends or any other form of payment representing a reduction of capital from the Bank without the prior written approval of the Reserve Bank. 3. Belmont shall not impose, levy, or in any other manner charge the Bank any fee or fees that represent service or management fees of any nature without the prior written approval of the Reserve Bank. Any request for such approval shall be accompanied documentation 4. justifying by the fee with respect to the services provided. Belmont shall not, directly or indirectly, engage, undertake, initiate, or in any other manner participate in any transaction with the Bank that would cause the Bank to violate the lending limitations and restrictions of Section 23A and 23B of the Federal Reserve Act (12 U.S.C. 371~ and 371c-1). 5. Belmont shall not incur any debt, either directly or indirectly, in the form of a guarantee or otherwise, without the prior written approval of the Reserve Bank. 6. Belmont shall not, directly or indirectly, purchase or redeem any of its stock or make, affirm, or ratify any commitment to purchase or redeem any of its stock without the prior written approval of the Reserve Bank. A 7. (a> Within w days of this Agreement, Bank its annual cash flow projections Belmont shall submit to the Reserve statement through the end of 1999. @I Within 30 days after the end of 1999 and the end of each calendar year thereafter, Belmont shall submit to the Reserve Bank its annual cash flow projections for the ensuing year. 8. statement 4 Within Gdays of this Agreement, Belmont shall submit to the Reserve Bank an acceptable written plan to achieve and, thereafter, to maintain an adequate capital position for the Bank and the consolidated organization. The plan shall, at a minimum, (a) the current and future capital requirements address and consider: of the Bank and the consolidated organization, including compliance with the Capital Adequacy Guidelines for Bank Holding Companies: Based Measure and Tier 1 Leverage Measure, Appendices A and D of Regulation Risk- Y of the Board of Governors (12 C.F.R. Part 225, App. A and D); (b) the volume of adversely classified assets at the Bank; (c) the Bank’s anticipated level of retained earning; (d) the growth of the Bank’s assets and its relationship to the Bank’s capital ratios; and (e) the source and timing of additional funds to fulfill the Banks future capital requirements and maintain the adequacy of the allowance for loan and lease loss reserves. 9. Belmont shall take all actions necessary to ensure that the Bank complies fully with all formal or informal supervisory Bank by the Office of the Comptroller 10. actions that have been imposed or may be imposed on the of the Currency. The plan required by paragraph 8 hereof shall be submitted to the Reserve Bank for review and approval. An acceptable plan shall be submitted to the Reserve Bank within the required time period. Belmont shall adopt the approved plan within 10 days of receipt of 4 approval by the Reserve Bank and then shall fully comply with it. During the term of this Agreement, the approved plan shall not be amended or rescinded without the prior written approval of the Reserve Bank. 11. Within 30 days of the end of each quarter (September and June 30) following the date of this Agreement, 30, December 3 1, March 3 1 Belmont shall furnish to the Reserve Bank written progress reports detailing the form and manner of all actions taken to secure compliance with this Agreement 12. and the results thereof. All communications regarding this Agreement shall be sent to: R. Chris Moore Senior Vice President Federal Reserve Bank of Cleveland East 6* & Superior P.O. Box 6387 Cleveland, Ohio 44101-1387 (a) 13. The provisions of this Agreement institution-affiliated 14. W. Quay Mull II Chairman and Interim Chief Executive Officer Belmont Bancorp 154 West Main Street St. Clairsville, Ohio 43950 shall be binding upon Belmont all of its parties, in their capacities as such, and their successors and assigns. The provisions of this Agreement shall remain effective and enforceable stayed, modified, terminated or suspended, in writing, by the Reserve Bank. 5 until 15. Notwithstanding any provision of this Agreement Bank may, in its sole discretion, grant written extensions to the contrary, the Reserve of time to Belmont to comply with any . provision of this Agreement. 16. The provisions of this Agreement shall not bar, estop or otherwise prevent the Board of Governors, the Reserve Bank or any federal or state agency or department from taking any other action affecting Belmont or any of its current or former institution-affiliated parties and its successors or assigns. 17. This Agreement is a “written agreement” for the purposes of section 8 of the FDI Act (12 U.S.C. 1818). IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the&dayof flu: BELMONT BANCORF’ , 1999. FEDERAL RESERVE BANK OF CLEVELAND By: Senior Vice President The undersigned directors of Belmont each acknowledges Agreement and approves of the consent thereto by Belmont. having read the foregoing J. Vincent Ciroli, Jr. ? Terrence A. Lee 0, a/w17&dY W. Quay Mull, 11 Thomas P. Olszowy