FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, D.C. And STATE OF GEORGIA DEPARTMENT OF BANKING AND FINANCE ATLANTA, GEORGIA

EX-10.9 3 e10-9.htm EXHIBIT 10.9- CONSENT ORDER BRYAN BANK & TRUST e10-9.htm

Exhibit 10.9

FEDERAL DEPOSIT INSURANCE CORPORATION

WASHINGTON, D.C.

And

STATE OF GEORGIA

DEPARTMENT OF BANKING AND FINANCE

ATLANTA, GEORGIA

In the Matter of

CONSENT ORDER

BRYAN BANK & TRUST

RICHMOND HILL, GEORGIA

FDIC-11-50Ib

(INSURED STATE NONMEMBER BANK)

The Federal Deposit Insurance Corporation ("FDIC") is the appropriate Federal banking

agency for Bryan Bank & Trust, Richmond Hill, Georgia, ("Bank"), under section 3(q) of the

Federal Deposit Insurance Act ("Act"), 12 U.S.C. § 1813(q).

The Bank, by and through its duly elected and acting Board of Directors ("Board"), has

executed a "STIPULATION AND CONSENT TO THE ISSUANCE OF A CONSENT

ORDER" ("CONSENT AGREEMENT"), dated February 16, 2012, that is accepted by the FDIC

and the Georgia Department of Banking and Finance (the "Department"). With the CONSENT

AGREEMENT, the Bank has consented, without admitting or denying any charges of unsafe or

unsound banking practices or violations of law or regulation relating to weaknesses in capital,

asset quality, management, earnings, liquidity, and sensitivity to market risk, to the issuance of

this Consent Order ("ORDER") by the FDIC.

Having determined that the requirements for issuance of an order under section 8(b) of

the Act, 12 U.S.C. § 1818(b) have been satisfied, the FDIC hereby orders that:

BOARD OF DIRECTORS

1.	(a) As of the effective date of this ORDER, the Board shall increase its participation

in the affairs of the Bank, assuming full responsibility for the approval of sound policies and

objectives and for the supervision of all of the Bank's activities, consistent with the role and

expertise commonly expected for directors of banks of comparable size. This participation shall

include meetings to be held no less frequently than monthly at which, at a minimum, the

following areas shall be reviewed and approved: reports of income and expenses; new, overdue,

renewal, insider, charged off, and recovered loans; investment activity; adoption or modification

of operating policies; individual committee reports; audit reports; internal control reviews

including management's responses; and compliance with this ORDER. Board meeting minutes

shall document these reviews and approvals, including the names of any dissenting directors.

(b) Within 30 days from the effective date of this ORDER, the Board shall establish

a Board committee ("Directors' Committee"), consisting of at least three members, to oversee the

Bank's compliance with this ORDER. At least two of the members of such committee shall be

directors not employed in any capacity by the Bank other than as a director. The Directors’

Committee shall formulate and review monthly reports detailing the Bank's actions with respect

to compliance with this ORDER. The Directors' Committee shall present a report to the Board at

each regularly scheduled Board meeting, and such report shall detail the Bank's adherence to this

ORDER. Such report shall be recorded in the appropriate Board meeting minutes and shall be

retained in the Bank's records. Establishment of this committee does not in any way diminish the

responsibility of the entire Board to ensure compliance with the provisions of this ORDER.

a directors' committee to review and approve loans, with such committee being structured so that

a majority of its members are directors who are not actively involved in the Bank's lending

activities.

MANAGEMENT

2.	(a) Within 90 days from the effective date of this ORDER, the Bank shall have and

retain qualified management with the qualifications and experience commensurate with assigned

duties and responsibilities at the Bank. Each member of management shall be provided

appropriate written authority from the Board to implement the provisions of this ORDER. At a

minimum, management shall include the following:

(i) A chief executive officer with proven ability in managing a bank of

comparable size and in effectively implementing lending, investment and operating policies in

accordance with safe and sound banking practices;

(ii) A senior lending officer with a significant amount of appropriate lending,

collection, and loan supervision experience, and experience in upgrading a low quality loan

portfolio; and

(iii) A chief operating officer with a significant amount of appropriate

experience in managing the operations of a bank of similar size and complexity in accordance

with sound banking practices.

(b) The qualifications of management shall be assessed on its ability to:

(i) Comply with the requirements of this ORDER;

(ii) Operate the Bank in a safe and sound manner;

(iii) Comply with applicable laws and regulations; and

(iv) Restore all aspects of the Bank to a safe and sound condition, including,

but not limited to, asset quality, capital adequacy, earnings, management effectiveness, risk

management, liquidity and sensitivity to market risk.

the FDIC's Atlanta Regional Office (the "Regional Director") and the Department (the Regional

Director and the Department are sometimes collectively referred to as the "Supervisory

Authorities"), in writing" of the resignation or termination of any of the Bank's directors or senior

executive officers. Prior to the addition of any individual to the Board or the employment of any

individual as a senior executive officer, the Bank shall comply with the requirements of section

32 of the Act, 12 U.S.C. § 1831i, 12 C.F.R. §§ 303.100-303.104, and any State requirement for

prior notification and approval. If the Regional Director issues a notice of disapproval with

respect to the proposed individual, then such individual may not be added to the Board or

employed by the Bank.

(d) Within 60 days from the effective date of this ORDER, the Bank shall develop

and approve a written analysis and assessment of the Bank's management and staffing needs

("Management Plan") for the purpose of providing qualified management for the Bank. The

Management Plan shall include, at a minimum:

(i) Identification of both the type and number of officer positions needed to

properly manage and supervise the affairs of the Bank;

(ii) Identification and establishment of such Bank committees as are needed

to provide guidance and oversight to active management;

(iii) Written evaluations of all senior executive officers to determine whether

such individuals possess the ability, experience and other qualifications required to perform

present and anticipated duties, including, but not limited to, adherence to the Bank's established

policies and practices, restoration of the Bank to a safe and sound condition, and maintenance of

the Bank: in a safe and sound condition thereafter;

(iv) A plan to recruit and hire any additional or replacement personnel with

the requisite ability, experience and other qualifications to fill those officer or staff member

positions consistent with the needs identified in the Management Plan; and

(v) An organizational chart

(e) Such Management Plan and its implementation shall be satisfactory to the Supervisory

Authorities at the initial review and at subsequent examinations and/or visitations.

CAPITAL

3.	(a) Within 90 days from the effective date of this ORDER, the Bank shall have Tier

1 Capital in such amount as to equal or exceed eight percent (8%) of its Total Assets and shall

have Total Risk-Based Capital in such an amount as to equal or exceed ten percent (10%) of the

Bank's total risk-weighted assets.

(b) During the life of this ORDER, the Bank: shall maintain a Leverage Capital Ratio

of at least eight percent (8%) and a Total Risk-Based Capital Ratio of at least ten percent (10%)

as those capital ratios are defined in 12 C.F.R. § 325.

pursuant to this paragraph shall be in addition to a fully funded allowance for loan and lease

losses ("ALLL"), the adequacy of which shall be satisfactory to the Supervisory Authorities as

determined at subsequent examinations and/or visitations.

(d) Within 60 days from the effective date of this ORDER, the Bank shall submit to

the Supervisory Authorities a written capital plan. Such capital plan shall detail the steps that the

Bank shall take to achieve and maintain the capital requirements set forth in this ORDER. In

developing the capital plan, the Bank shall take into consideration:

(i) The volume of the Bank's adversely classified assets;

(ii) The nature and level of the Bank's asset concentrations;

(iii) The adequacy of the Bank's ALLL;

(iv) The anticipated level of retained earnings;

(v) Anticipated and contingent liquidity needs; and

(vi) The source and timing of additional funds to fillfill future capital needs.

(e) In addition, the capital plan must include a contingency plan in the event that the

Bank has failed to:

(i) Maintain the minimum capital ratios required by this paragraph;

(ii) Submit an acceptable capital plan as required by this paragraph; or

(iii) Implement or adhere to a capital plan to which the Supervisory

Authorities have taken no written objection pursuant to this paragraph.

(f) The contingency plan shall include a plan to sell or merge the Bank. The Bank

shall implement the contingency plan upon written notice from the Supervisory Authorities.

(g) Any increase in Tier 1 Capital necessary to meet the requirements of this

ORDER may be accomplished by the following:

(i) Sale of common stock;

(ii) Sale of noncumulative perpetual preferred stock;

(iii) Direct contribution of cash by the Board, shareholders, and/or parent

holding company;

(iv) Any combination of the above means; or

(v) Any other means acceptable to the Supervisory Authorities.

(h) No increase in Tier I Capital that is necessary to meet the requirements of this

ORDER may be accomplished through a deduction from the Bank's ALLL.

(i) If all or part of any necessary increase in Tier 1 Capital required by this ORDER
is accomplished by the sale of new securities, the Board shall take all necessary steps to

implement a plan for the sale of such additional securities, including the voting of any shares

owned or proxies held or controlled by them in favor of the plan. Should the implementation of

the plan involve a public distribution of the Bank's securities (including a distribution limited

only to the Bank's existing shareholders), the Bank shall prepare offering materials fully

describing the securities being offered, including an accurate description of the financial

condition of the Bank and the circumstances giving rise to the offering, and any other material

disclosures necessary to comply with applicable federal securities laws. Prior to the

implementation of the plan and, in any event, not less than 15 days prior to the dissemination of

such materials, the plan and any materials used in the sale of the securities shall be submitted to

the FDIC, Division of Risk Management Supervision, Accounting and Securities Disclosure

Section, 550 17th Street, N.W., Room MB-S073, Washington, D.C. 20429, and the

Commissioner, Georgia Department of Banking and Finance, 2990 Brandywine Road, Suite 200,

Atlanta, Georgia 30341-5565, for review. Any changes required to be made in the plan or

materials by the FDIC shall be made prior to the dissemination of the plan and materials. If the

increase in Tier I Capital is provided by the sale of noncumulative perpetual preferred stock,

then all terms and conditions of the issue, including but not limited to those terms and conditions

relative to interest rate and convertibility factor, shall be presented to the Supervisory Authorities

for prior approval.

(j) In complying with the provisions of the Capital paragraph of this ORDER, the

Bank shall provide written notice of any planned or existing development, or other changes that

are materially different from the information reflected in any offering materials used in

connection with the sale of Bank securities, to any subscriber and/or purchaser of the Bank's

securities. The written notice required by this paragraph shall be furnished within 10 days from

the date such material development or change was planned or occurred, whichever is earlier, and

shall be furnished to every subscriber and/or purchaser of the Bank's securities who received or

was tendered the information contained in the Bank's original offering materials.

CHARGE-OFF LOSS AND DOUBTFUL

4.	(a) Within 30 days from the effective date of this ORDER, the Bank shall eliminate

from its books, by charge-off or collection, all assets or portions of assets classified "Loss" and

50 percent of those assets or portions of assets classified "Doubtful" in the Report of

Examination dated June 20, 2011, (the "Report"), that have not been previously collected or

charged-off. If an asset is classified "Doubtful", the Bank may, in the alternative, charge-off the

amount that is considered uncollectible in accordance with the Bank's written analysis of loan or

lease impairment. Such analysis shall be accomplished in accordance with generally accepted

accounting principles, the Federal Financial Institutions Examination Council's ("FFIEC")

Instructions for Preparation of Consolidated Reports of Condition and Income (FFIEC 032 and

041), http://www.ffiec.gov/, Interagency Statements of Policy on the ALLL, and other applicable

regulatory guidance that addresses the adequacy of the Bank's ALLL. Elimination of any of

these assets through proceeds of other loans made by the Bank is not considered collection for

purposes of this paragraph.

(b) Additionally, while this ORDER remains in effect, the Bank shall, within 30 days

from the receipt of any official Report of Examination of the Bank from, or visitation of the

Bank by, the FDIC or the Department, eliminate from its books, by collection, charge-off, or

other proper entry, the remaining balance of any asset classified "Loss" and 50 percent of those

assets classified "Doubtful" unless otherwise approved in writing by the Supervisory Authorities.

If an asset is classified "Doubtful", the Bank may, in the alternative, charge-off the amount that is

considered uncollectible in accordance with the Bank's written analysis of loan or lease

impairment.

CLASSIFIED ASSET REDUCTION

5. (a) Within 60 days from the effective date of this ORDER, the Bank shall submit a

written plan to the Supervisory Authorities to reduce the remaining assets classified "Doubtful"

and "Substandard" in the Report or any future regulatory examination report. The plan shall

address each asset so classified with a balance of$750,000 or greater and provide the following:

(i) The name under which the asset is carried on the books of the Bank;

(ii) Type of asset;

(iii) Actions to be taken in order to reduce the classified asset; and

(iv) Timeframes for accomplishing the proposed actions.

(b) The plan shall also include, at a minimum:

(i) A review of the financial position of each such borrower, including the

source of repayment, repayment ability, and alternate repayment sources; and

(ii) An evaluation of the available collateral for each such credit, including

possible actions to improve the Bank's collateral position.

reduction of total classified assets on a quarterly basis. Further, the plan shall require the

submission of monthly progress reports to the Board and mandate a review by the Board.

(d) The Bank shall present the plan to the Supervisory Authorities for review. Within

30 days from the Supervisory Authorities' response, the plan, including any requested

modifications or amendments, shall be adopted by the Board and the approval shall be recorded

in the Board minutes. The Bank shall then immediately implement the plan.

(e) For purposes of the plan, the reduction of adversely classified assets in the Report

shall be detailed using quarterly targets expressed as a percentage of the Bank's Tier I Capital

plus the Bank's ALLL and may be accomplished by:

(i) Charge-off,

(ii) Collection;

(iii) Sufficient improvement in the quality of adversely classified assets so as

to warrant removing any adverse classification, as determined by the FDIC or the Department;

and/or

(iii) Increase in the Bank's Tier 1 Capital

NO ADDITIONAL CREDIT

6.	(a) Beginning with the effective date of this ORDER, the Bank shall not extend,

directly or indirectly, any additional credit to, or for the benefit of, any borrower who has a loan

or other extension of credit from the Bank that has been charged off or classified, in whole or in

part, "Loss" or "Doubtful" and is uncollected. The requirements of this paragraph shall not

prohibit the Bank from renewing credit already extended to a borrower after full collection, in

cash, of interest due from the borrower.

(b) Additionally, during the life of this ORDER, the Bank shall not extend, directly

or indirectly, any additional credit to, or for the benefit of, any borrower who has a loan or other

extension of credit from the Bank that has been classified, in whole or part, "Substandard."

to extend further credit to a particular borrower would be detrimental to the best interests of the

Bank. Prior to the extension of any additional credit pursuant to this paragraph, either in the form

of an extension or further advance of funds, such additional credit shall be approved by a

majority of the Board or a designated committee thereof, who shall certify in writing that:

(i)	The failure of the Bank to extend such credit would be detrimental to the

best interests of the Bank, including an explanatory statement of why it would be detrimental to

the Bank's best interests;

(ii)	The Bank's position would be improved thereby, including an explanatory statement

of how the Bank’s position would be improved; and

(iii)

An appropriate workout plan has been developed and will be

implemented in conjunction with the additional credit to be extended.

(d) The signed certification shall be made a part of the meeting minutes of the Board

or its designated committee and a copy of the signed certification shall be retained in the

borrower's credit file.

(e) Any additional extensions of credit to classified borrowers made under this

provision shall be reported to the Supervisory Authorities at 90-day intervals with the other

reporting requirements set forth in this ORDER. At a minimum, the 90-day reports shall include

the name of the classified borrower, the amount of additional credit extended, and the total

outstanding balance of credit extended to the classified borrower.

CONCENTRATIONS OF CREDIT

7.	(a) Within 90 days from the effective date of this ORDER, the Bank shall perfonn a

risk segmentation analysis and develop a plan with respect to the concentrations of credit listed

on the Concentrations page(s) of the Report. The analysis and plan should incorporate applicable

guidance set forth in Guidance on Concentrations in Commercial Real Estate Lending, Sound

Risk Management Practices, FIL-l 04-2006 (Dec. 12, 2006). Concentrations should be identified

by product type, geographic distribution, underlying collateral, or other asset groups which are

considered economically related, and in the aggregate represent a large portion of the Bank's Tier

1 Capital and reserve for ALLL. A copy of this analysis and plan shall be provided to the

Supervisory Authorities. The plan and its implementation shall be in a form and manner acceptable to

the Supervisory Authorities at the initial review and at subsequent examinations

and/or visitations.

(b) Within 90 days from the effective date of this ORDER, the Bank shall develop

and submit for review a written plan for systematically reducing and monitoring the Bank's

Commercial Real Estate ("CRE") Loan concentrations of credit identified in the Report to an

amount which is commensurate with the Bank's business strategy, management expertise, size,

and location ("Concentration Reduction Plan").

referenced in Guidance on Concentrations in Commercial Real Estate Lending, Sound Risk

Management Practices, FIL-I04-2006 (Dec. 12, 2006), and Managing Commercial Real Estate

Concentrations in a Challenging Environment, FIL-22-2008 (Mar. 17, 2008). The Concentration

Reduction Plan shall include, but not be limited to:

(i) Dollar levels and percent of total capital to which the Bank shall reduce

each concentration;

(ii) Timeframes for achieving the reduction in dollar levels in response to the

paragraph above;

(iii) Provisions for controlling and monitoring of CRE, including plans to

address the rationale for CRE levels as they relate to growth and capital targets, segmentation,

and testing of the CRE portfolio to detect and limit concentrations with similar risk

characteristics; and

(iii) Provisions for the submission of monthly written progress reports to the

Board for review and notation in minutes of the Board meetings.

(d) The Concentration Reduction Plan shall be submitted to the Supervisory

Authorities for non-objection or comment. Within 30 days from receipt of non-objection or any

comments from the Supervisory Authorities, and after incorporation and adoption of all

comments, the Board shall approve the Concentration Reduction Plan, which approval shall be

recorded in the Board meeting minutes. Thereafter, the Bank shall implement and fully comply

with the Concentration Reduction Plan.

BUDGET

8.	(a) Within 60 days from the effective date of this ORDER, the Bank shall implement

a written plan and a comprehensive budget for all categories of income and expense for the

calendar year ending 2012. The plan and budget required by this paragraph shall include formal

goals and strategies, consistent with sound banking practices, and take into account the Bank's

other written policies in order to improve the Bank's net interest margin, increase interest

income, reduce discretionary expenses, control overhead, and improve and sustain earnings of

the Bank. The plan shall include a description of the operating assumptions that form the basis

for, and adequately support, major projected income and expense components. Thereafter, the

Bank shall fommlate such a plan and budget by November 30 of each subsequent year and

submit the plan and budget to the Supervisory Authorities for review and comment by December

15 of each subsequent year. The plan and budget required by this ORDER shall be acceptable to

the Supervisory Authorities at the initial review and at subsequent examinations and/or

visitations.

(b) On a monthly basis, the Board shall evaluate the Bank's actual performance in

relation to the plan and budget required by this ORDER and shall record the results of tl)e

evaluation, and any actions taken by the Bank, in the minutes of the Board meeting at which

such evaluation is undertaken. The actual performance compared to the budget shall be

submitted to the Supervisory Authorities with the quarterly progress reports required by this

ORDER.

LENDING

9.	Within 90 days from the effective date of this ORDER, the Board shall review, revise,

adopt, and implement its written lending and collection policy to provide effective guidance and

control over the Bank's lending and credit administration functions, which implementation shall

include the resolution of those exceptions enumerated in the Report. The written policy shall

include specific guidelines for concentrations of credit, placing loans on nonaccrual status,

appraisals and evaluations, and provisions which establish a written policy governing the Bank's

Other Real Estate portfolio. In addition, the Bank shall obtain adequate and current

documentation for all loans in the Bank's loan portfolio. Such policy and its implementation shall

be in a form and manner acceptable to the Supervisory Authorities at the initial review and at

subsequent examinations and/or visitations.

LIOUIDITY AND FUNDS MANAGEMENT

10.	(a) Within 90 days from the effective date of this ORDER, the Bank shall adopt and

implement a written plan to improve liquidity, contingency funding, interest rate risk, and asset

liability management.

(b) The plan shall incorporate the guidance contained in Liquidity Risk Management

FIL-84-2008 (Aug. 26, 2008). The plan shall provide restrictions on the use of broke red and

internet deposits consistent with safe and sound banking practices.

review and at subsequent examinations and/or visitations. The Bank shall adopt, implement, and

follow the plan, and its implementation shall be in a forn1 and manner acceptable to the

Supervisory Authorities at the initial review and at subsequent examinations and/or visitations.

(d) Beginning with the effective date of this ORDER, the Bank's management shall

review its liquidity position to ensure that the Bank has sufficient liquid assets or sources of

liquidity to meet current and anticipated liquidity needs. This review shall include an analysis of

the Bank's sources and uses of funds (cash flow analysis). The results of this review shall be

presented to the Board for review each month, with the review noted in the Board meeting

minutes.

BROKERED DEPOSITS

11.	Throughout the effective life of this ORDER, the Bank shall not accept, renew, or

rollover any brokered deposit, as defined in 12 C.F.R. § 337.6(a)(2), unless it is in compliance

with the requirements of 12 C.F.R. § 337.6(b) which governs the solicitation and acceptance of

brokered deposits by insured depository institutions. The Bank shall comply with the restrictions

on the effective yields on deposits as described in 12 C.F.R. §'337.6.

ASSET GROWTH

12.	While this ORDER is in effect, the Bank shall notify the Supervisory Authorities at least

60 days prior to undertaking asset growth that exceeds 10 percent or more per annum or

initiating material. changes in asset or liability composition. In no event shall asset growth result

in noncompliance with the capital maintenance provisions of this ORDER unless the Bank

receives prior written approval from the Supervisory Authorities.

RESTRICTIONS OF CERTAIN PAYMENTS

13.	(a) While this ORDER is in effect, the Bank shall not declare or pay dividends,

bonuses, or make any other form of payment outside the ordinary course of business resulting in

a reduction of capital, without the prior written approval of the Supervisory Authorities. All

requests for prior approval shall be received at least 30 days prior to the proposed dividend or

bonus payment declaration date (or at least 5 days with respect to any request filed within the

first 30 days from the date of this ORDER) and shall contain, but not be limited to, an analysis of

the impact such dividend or bonus payment would have on the Bank's capital, income, and/or

liquidity positions.

(b) During the term of this ORDER, the Bank shall not make any distributions of

interest, principal or other sums on subordinated debentures, if any, without the prior written

approval of the Supervisory Authorities.

ALLOWANCE FOR LOAN AND LEASE LOSSES

14. (a) Immediately upon the issuance of this ORDER, the Board shall maintain the

Allowance for Loan and Lease Losses ("ALLL") at levels determined pursuant to the Report and

Paragraph (b) of this paragraph below.

(b) Within 30 days from the effective date of this ORDER, the Board shall review

the adequacy of the ALLL and establish a comprehensive policy for determining the adequacy of

the ALLL. For the purpose of this determination, the adequacy of the ALLL shall be determined

after the charge-off of all loans or other items classified "Loss". The policy shall provide for a

review of the ALLL at least once each calendar quarter. Said review shall be completed in time

to properly report the ALLL in the quarterly Consolidated Reports of Condition and Income. The

review shall focus on the results of the Bank's internal loan review, loan and lease loss

experience, trends of delinquent and non-accrual loans, an estimate of potential loss exposure of

significant credits, concentrations of credit, and present and prospective economic conditions.

The review should include a review of compliance with ASC 450 (Topic 450, "Contingencies")

and ASC 310-10-35 (Section 35, "Subsequent Measurement General," of Subtopic 310-10). The

policy shall adhere to the guidance set forth in the Interagency Policy Statement on the

Allowance/or Loan and Lease Losses, FIL-I05-2006 (Dec. 13, 2006). A deficiency in the ALLL

shall be remedied in the calendar quarter it is discovered, prior to submitting the next

Consolidated Report of Condition and Income, by a charge to current operating earnings. The

Board meeting minutes for the meeting at which such review is undertaken shall indicate the

results of the review. The Bank's policy for determining the adequacy of the ALLL and its

implementation shall be satisfactory to the Supervisory Authorities as determined at the initial

review and at subsequent examinations and/or visitations.

TECHNICAL EXCEPTIONS

15. Within 90 days from the effective date of this ORDER, the Bank shall correct the technical exceptions

listed in the Report. The Bank shall initiate and implement a program to

ensure its credit files contain complete, adequate and current documentation.

VIOLATIONS OF LAW, REGULATION, AND CONTRAVENTION OF POLICY

16. Within 60 days from the effective date of this ORDER, the Bank will eliminate and/or

correct all violations of laws, regulations, and/or contraventions of statements of policy in the

Report and shall adopt and implement appropriate procedures to ensure future compliance with

all such applicable federal and state laws, regulations, and/or statements of policy.

SHAREHOLDER DISCLOSURE

17. Within 45 days from the effective date of this ORDER, the Bank shall send a copy of this

ORDER, or otherwise furnish a description of this ORDER, to its parent holding company. The

description shall fully describe this ORDER in all material respects.

OTHER REAL ESTATE

18. Within 90 days from the effective date of this ORDER, the Board shall develop a written

policy for managing the Other Real Estate of the Bank. Such policy shall be consistent with all

applicable laws, regulations, and other regulatory guidelines regarding appraisals, including, but

not limited to, the FDIC's appraisal regulations as described in 12 C.F.R. § 323, and Guidance on

Other Real Estate, FIL-62-2008 (July I, 2008). The Bank shall submit the policy to the

Supervisory Authorities for review. The Bank shall approve the policy, which approval shall be

recorded in the Board meeting minutes. Thereafter, the Bank shall implement and fully comply

with the policy.

PROGRESS REPORTS

19. Within 30 days from the end of the first quarter following the effective date of this

ORDER, and within 30 days from the end of each quarter thereafter, the Bank shall furnish

written progress reports to the Supervisory Authorities detailing the form and manner of any

actions taken to secure compliance with this ORDER and the results thereof. Such reports shall

include a copy of the Bank's Consolidated Reports of Condition and of Income. Such reports

may be discontinued when the corrections required by this ORDER have been accomplished and

the Supervisory Authorities have released the Bank in writing from making further reports. All

progress reports and other written responses to this ORDER shall be reviewed by the Board and

made a part of the appropriate Board meeting minutes.

OTHER ACTIONS

20. This ORDER shall not bar, stop, or otherwise prevent the FDIC, the Department, or any

other federal or state agency or department from taking any action against the Bank, the Bank's

current or former institution-affiliated parties, and/or any of their respective directors, officers,

employees, and agents, including, but not limited to, the imposition of civil money penalties.

This ORDER shall be effective on the date of issuance.

The provisions of this ORDER shall be binding upon the Bank, it’s institution-affiliated

parties, and any successors and assigns thereof.

The provisions of this ORDER shall remain effective and enforceable except to

the extent that and until such time as any provision has been modified, terminated, suspended, or

set aside by the Supervisory Authorities.

Issued Pursuant to Delegated Authority.

Dated this 1st day of March, 2012

By: /s/ Thomas J. Dujenski

Thomas J. Dujenski

Division of Risk Management Supervision

Atlanta Region

Federal Deposit Insurance Corporation

The Georgia Department of Banking and Finance having duly approved the foregoing

ORDER, and the Bank, through its Board, agree that the issuance of said ORDER by the FDIC

shall be binding as between the Bank and the Georgia Commissioner of Banking and Finance to

the same degree and to the same legal effect that such ORDER would be binding if the

Department had issued a separate ORDER that included and incorporated all of the provisions of

the foregoing ORDER, pursuant to Official Code of Georgia Annotated § 7-1-91(1985).

Dated this 16th day of February, 2012

By:/s/ Robert M. Braswell

Robert M. Braswell

Commissioner

Department of Banking and Finance

State of Georgia

FEDERAL DEPOSIT INSURANCE CORPORATION

WASHINGTON, D.C.

In the Matter of STIPULATION TO THE

ISSUANCE OF A

BRYAN BANK & TRUST CONSENT ORDER

RICHMOND HILL, GEORGIA

FDIC-11-501b

(INSURED STATE NONMEMBER BANK)

Subject to the acceptance of this STIPULATION TO THE ISSUANCE OF A

CONSENT ORDER ("STIPULATION") by the Federal Deposit Insurance Corporation

("FDIC"), it is hereby stipulated and agreed by and between a representative of the Legal

Division of the FDIC, a representative of the Georgia Department of Banking and

Finance ("Department") and Bryan Bank & Trust, Richmond Hill, Georgia ("Bank"),

through its Board of Directors, as follows:

1.	The Bank has been advised of its right to receive a written Notice of

Charges and of Hearing ("Notice") detailing the unsafe or unsound banking practices or

violations of law or regulation relating to weaknesses in capital, asset quality,

management, earnings, liquidity, and sensitivity to market risk alleged to have been

committed by the Bank and of its right to a hearing on the alleged charges under section

8(b)(1) of the Federal Deposit Insurance Act ("Act"), 12 U.S.C. § 1818(b)(l), and the

FDIC's Rules of Practice and Procedure ("Rules"), 12 C.F.R. Part 308, and has waived

those rights.

2.	The Bank, solely for the purpose of this proceeding and without admitting

or denying any of the alleged charges of unsafe or unsound banking practices or any

violations of law or regulation, hereby consents and agrees to the issuance of a Consent

Order ("ORDER") by the FDIC and the Department in the form attached hereto. The

Bank further stipulates and agrees that such ORDER shall become effective immediately

upon issuance by the FDIC and the Department and be ..fully enforceable by the FDIC

pursuant to the provisions of section 8(i)(1) of the Act, 12 U.S.C. § 1818(i)(1), and the

Rules, and by the Department pursuant to section 7-1-91 of the Official Code of Georgia

Annotated, GA Code Arm. § 7-1-91(1985), subject only to the conditions set forth in

paragraph 3 of this STIPULATION.

3.	In the event the FDIC accepts this STIPULATION and issues the

ORDER, it is agreed that no action to enforce said ORDER in the United States District

Court will be taken by the FDIC unless the Bank or any "institution-affiliated party", as

such term is defined in section 3(u) of the Act, 12 U.S.C. § 18l3(u), has violated or is

about to violate any provision of the ORDER.

4. The Bank hereby waives:

(a)	the receipt of a written Notice;
(b)	all defenses to the charges to be set forth in the Notice;
(c)	a hearing for the purpose of taking evidence regarding the
	allegations to be set forth in the Notice;
(d)	the filing of Proposed Findings of Fact and Conclusions of Law;
(e)	a Recommended Decision of an Administrative Law Judge; and
(f)	exceptions and briefs with respect to such Recommended Decision.

Dated: The 16th day of February, 2012.

FEDERAL DEPOSIT INSURANCE CORPORATION

LEGAL DIVISION

BY:

/s/ Andrew B. Williams II

Andrew B. Williams II

Senior Regional Attorney

STATE OF GEORGIA

DEPARTMENT OF BANKING AND FINANCE

BY:

/s/ Robert M. Braswell

Robert M. Braswell

Commissioner

BRYAN BANK & TRUST

RICHMOND HILL, GEORGIA

BY:

/s/ E. James Burnsed

E. James Burnsed

/s/ J. Carl Cox, Jr.

J. Carl Cox, Jr.

/s/ Ferrell “Al” Dixon, Jr.

Ferrell “Al” Dixon, Jr.

/s/ J. Wiley Ellis

J. Wiley Ellis

/s/ L. Carlton Gill

L. Carlton Gill

/s/ John C. Helmken, II

John C. Helmken, II

/s/ Michelle M. Henderson

Michelle M. Henderson

/s/ Jerry O’Dell Keith

Jerry O’Dell Keith

/s/ Ben MacMillian

Ben MacMillian

/s/ J. Toby Roberts, Sr.

J. Toby Roberts, Sr.

/s/ James W. Royal, Sr.

James W. Royal, Sr.

/s/ Jimmy F. Sommers

Jimmy F. Sommers

__________________

Robert T. Thompson