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For
immediate
release
The Federal
of a Written
San Rafael,
Agreement
California,
May
Reserve
Board
by and between
and
today
announced
Marin
the Federal
Bank
San Francisco.
A copy
Attachment
of the Written
Agreement
1997
the execution
National
Reserve
21,
is attached.
Bancorp,
of
I
.
UNITED STATES OF AMERICA
BEFORE
THE BOARD
OF GOVERNORS
OF TEE FEDERAI. RESERVE
WASHINGTON,
Written Agreement by and between
)
MARIN NATIONAL BANCORP
San Rafael, California
1
SYSTEM
D.C.
Docket No. 97-003-WA/RB-HC
;
and
i
FEDERAL RESERVE BANK
OF SAN FRANCISCO
San Francisco, California
;
)
WHEREAS, in recognition of their common goal to
restore and maintain the financial soundness of Marin National
Bancorp, San Rafael, California
("Marin"), a registered bank
holding company', the Federal Reserve Bank of San Francisco
(the "Reserve Bank") and Marin have mutually agreed to enter
into this Written Agreement
(the l'Agreement")i
NBEBEAS, as of the date of this Agreement, Marin owns
and controls the First National Bank of Marin, San Rafael,
California
(the "Bank"), a national bank, which is subject to a
Consent Order to Cease and Desist issued on September 17, 1996,
by the Office of the Comptroller of the Currency
(the "OCC");
WHEREAS, this Agreement is being executed in
accordance with the Rules Regarding Delegation of Authority
the Board of Governors of the Federal Reserve System
of
(the "Board
r
2
of
Governors"),
specifically
12 C.F.R. 5 265.11(a) (15), and the
Reserve Bank has received the prior approval of the Director of
the Division of Banking Supervision and Regulation
(the "Director") and the General Counsel of the Board of
Governors to enter into this Agreement with Marin; and
orI
WHEHEAS,on
17.
, 1997, the board of
directors of Marin adopted a resolution authorizing and
directing
Jnqat
a~
A, /?I
to enter into this Agreement
on behalf of Marin, and consenting to compliance with each and
every provision of this Agreement by Marin and its institutionaffiliated parties, as such term is defined in sections 3(u) and
8(b) (3) of the Federal Deposit Insurance Act, as amended
"FDI Act")
(the
(12 U.S.C. 55 1813(u) and 1818(b) (3)).
NOW, THEREFORE, the Reserve Bank and Marin agree as
follows:
1.
Marin shall not declare or pay any cash
dividends, or make any other form of payment representing a
reduction of capital, without the prior written approval of the
Reserve Bank and the Director.
2.
(a)
Marin shall not, directly or indirectly,
increase its borrowings or incur any debt, including, but not
3
limited to the renewal of existing debt, without the prior
written approval of the Reserve Bank.
(b)
Marin shall not repay any debt to any
institution-affiliated
party without the prior written approval
of the Reserve Bank.
(c)
Within
90 days of this Agreement, Marin
shall submit to the Reserve Bank a written plan to service its
current debt without incurring any additional debt.
The plan
shall, at a minimum, include appropriate financial projections
and shall specifically address:
(i)
the actions Marin will take to maintain
compliance with the terms of its debt agreements;
'(ii)
Marin's cash flow projections for 1997
(iii)
Marin's operating expenses; and
and 1998;
(i-4
alternative sources of funds, other
than the Bank. to be used to service Marin's debt.
3.
Within 60 days of this Agreement, Marin shall
submit to the Reserve Bank an acceptable plan to achieve and,
thereafter, to maintain, an adequate capital position for the
4
Bank and the consolidated
organization.
The plan shall, at a
minimum, address and consider:
(a)
The current and future capital requirements
of the Bank and the consolidated organization, particularly in
view of the~volume of adversely classified assets at the Bank
and the risk profile of the Bank's asset and liability
structure;
lb)
the source and timing of additional funds
needed to fulfill all current and future capital needs of the
Bank and the consolidated
organization;
and
(c)
the requirements of the Bank's Consent Order
(a)
Within 60 days of this Agreement, Marin
with the OCC.
4.
shall conduct a review of its current management and staffing
needs in light of its present and proposed business activities..
The review shall focus on an assessment of the duties performed
by each officer and the, ability of that officer to perform
competently his or her assigned duties or any duties that may be
assigned in the future.
The primary purpose of this review
shall be to aid in the development of a management structure
suitable to Marin and the consolidated organization that is
adequately staffed by qualified and trained personnel.
5
(b)
Within 75 days of this Agreement, Marin
shall submit to the Reserve Bank a written description of:
(i)
Any management or operational changes
that may be proposed as a result of the findings of the review
conducted pursuant to this paragraph;
(ii)
directors
the specific actions that the board of
proposes to take concerning its plans to employ and
retain individuals with demonstrated experience in the
management
and operations of credit cards for the positions of
President,
Chief Operations Officer, and Chief Financial Officer
for Marin and the Bank; and
(iii)
the specific actions that the board of
directors proposes'to take concerning its plans to attract and
retain qualified individuals to serve as directors of Marin.
5q
otherwise
provisions
During the term of this Agreement, or as
required by law, Marin shall comply with the
of section 32 of the FDI Act (12 U.S.C. 5 1831i) with
respect to the appointment of any new directors or the hiring or
promotion
of any senior executive officers.
6
6.
Except as otherwise agreed to in writing by the
Reserve Bank and Marin, Marin shall not assess or seek to
collect any management or service fees from the Bank without the
prior written approval of the Reserve Bank.
The written plans required by paragraphs 2(c) and
I.
3 hereof shall be submitted to the Reserve Bank for review and
approval.
Acceptable plans shall be submitted to the Reserve
Bank within the required time periods set forth in this
Agreement.
Marin shall adopt the approved plans within 10 days
of receipt of approval by the Reserve Bank and then fully comply
with them.
During the term of this Agreement, the approved
plans shall not be amended or rescinded without the prior
written approval of the Reserve Bank.
8.
quarter
Within 45 days of the end of each calendar
(June 30, September 30, December 31 and March 31)
following the date of this Agreement, Marin shall furnish to the
Reserve Bank written progress reports detailing the form and
manner of all actions taken to secure compliance with this
Agreement,
and the results thereof.
The board of directors of
Marin shall certify in writing to the Reserve Bank that each
director has reviewed each quarterly progress report required by
this paragraph.
corrections
Such reports may be discontinued when the
required by this Agreement have been accomplished,
7
and the Reserve Bank has, in writing, released the Marin from
making further reports.
9.
(a)
Marin and its board of directors shall take
all actions that are necessary to ensure that the Bank complies
fully with all formal or informal supervisory actions that have
been imposed, or which may be imposed, on the Bank by the OCC.
(b)
Marin shall submit to the Reserve Bank a
copy of all written progress reports submitted by the Bank to
the OCC pursuant to any cease and desist order, or other formal
or informal supervisory agreement or order, entered into between
the Bank and the ,OCC.
10. ‘All communications regarding this Agreement shall
be sent to:
11.
(a)
Mr. Harold H. Blum
Director, Bankins Supervision
Federal Reserve Bank-of San Francisco
P. 0. Box 7702
San Francisco, California
94120-7702
(b)
Mr. Jonathan A. Maffei
President & Chief Executive Officer
First National Bank of Marin
1201 Fifth Avenue
94901-2917
San Rafael, California
The provisions of this Agreement shall be binding
upon Marin and all of 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 until stayed, modified, terminated or
suspended by the Reserve Bank.
13.
Not withstanding any provision of this Agreement
to the contrary, the Reserve Bank may, in its sole discretion,
grant written extensions of time to Marin to comply with any
provision of this Agreement.
14.
The provisions of this Agreement shall not bar,
estop, or otherwise prevent the Board of Governors or any
federal or state agency or department from taking any other
action affecting Marin, or any of its current or former
institution-affiliated
15.
parties, and their successors or assigns.
This Agreement supersedes the Written Agreement
between the Reserve Bank and Marin, dated March 23, 1993.
9
16.
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 -L2L
day of
A;r;I
1997.
MARIN NATIONAL BANCORP
FEDERAL RESERVE BANK OF
SAN FRANCISCO
,
I
10
The undersigned directors of Marin each acknowledge
that each has read the foregoing Agreement and approves of the
consent thereto by Marin.