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Exhibit 10.1
UNITED STATES OF AMERICA
BEFORE
THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
WASHINGTON, D.C.
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Written Agreement by and between
PEOPLE'S BANCSHARES, INC. Docket No. 00-025-WA/RB-HC
New Bedford, Massachusetts
and
FEDERAL RESERVE BANK
OF BOSTON
Boston, Massachusetts
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WHEREAS, in recognition of their common goal to restore and maintain the
financial soundness of People's Bancshares, Inc., New Bedford, Massachusetts
("Bancshares"), a registered bank holding company that owns and controls the
People's Savings Bank of Brockton, South Easton, Massachusetts, (the "Bank"), a
state chartered nonmember bank, the Federal Reserve Bank of Boston (the "Reserve
Bank") and Bancshares have mutually agreed to enter into this Written Agreement
(the "Agreement"); and
WHEREAS, on November 28, 2000, the board of directors of Bancshares, at a
duly constituted meeting, adopted a resolution authorizing and directing
Richard S. Straczynski to enter into this Agreement on behalf of Bancshares and
consenting to compliance with each and every provision of this Agreement by
Bancshares and its institution-affiliated parties, as defined
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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, without this Agreement constituting an admission of any
allegation made or implied by the Board of Governors of the Federal Reserve
System ("the Board of Governors") or the Reserve Bank, Bancshares and the
Reserve Bank agree as follows:
DIVIDENDS, DISTRIBUTIONS AND STOCK REDEMPTION
1. (a) Bancshares shall not declare or pay any dividends without the
prior written approval of the Reserve Bank and the Director of the Division of
Banking Supervision and Regulation of the Board of Governors (the "Director").
(b) Bancshares shall not make any distributions of interest,
principal or other sums on the subordinated debentures issued in connection with
its trust preferred securities without the prior written approval of the Reserve
Bank and the Director.
(c) All requests for prior approval shall be received by the Reserve
Bank at least 30 days prior to the proposed dividend or distribution declaration
date and shall include, without limitation:
(i) a determination by Bancshares that the proposed dividend
payment or distribution is covered by Bancshares's operating earnings and is
consistent with the Board of Governor's Policy Statement, dated November 14,
1985, concerning the payment of cash dividends by bank holding companies;
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(ii) a determination by Bancshares that the dividend payment or
distribution will not place undue pressure on the capital resources and the
liquidity of Bancshares or the Bank; and
(iii) an evaluation by Bancshares of the Bank's allowance for
loan and lease losses based on the level of criticized assets as established by
internal loan review ratings, and any projected increase in the consolidated
organization's overall risk exposure.
2. Bancshares 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. Bancshares shall not purchase, redeem or otherwise acquire, directly
or indirectly, any of its stock without the prior written approval of the
Reserve Bank.
CAPITAL ADEQUACY
4. Within 60 days of this Agreement, Bancshares shall submit to the
Reserve Bank an acceptable written plan to achieve and, thereafter, maintain, a
sufficient capital position for the consolidated organization. The plan shall,
at a minimum, address, consider and include:
(a) the current and future capital requirements of the Bank and the
consolidated organization, with particular attention to:
(i) the risk profile of the Bank's asset and liability
structure; and
(ii) the volume of adversely classified assets at the Bank;
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(b) the requirements of the Capital Adequacy Guidelines for Bank
Holding Companies: Risk-Based Measure and Tier 1 Leverage Measure, Appendices A
and D of Regulation Y of the Board of Governors (12 C.F.R. Part 225, App. A and
D);
(c) the adequacy of the Bank's loan loss reserve and its effect on
the consolidated financial condition of Bancshares;
(d) the anticipated levels of earnings at the Bank;
(e) the source and timing of additional funds that may be necessary
to fulfill the future capital needs of the Bank and the consolidated
organization.
(f) the requirements of any supervisory action consented to by the
Bank or imposed upon the Bank by the Federal Deposit Insurance Corporation of
the Commonwealth of Massachusetts Division of Banks;
(g) a methodology for the internal measurement of capital adequacy
that incorporates, at a minimum, target capital levels, the risk profile and
portfolio mix, growth strategies, competitive influences, market valuations and
dividend parameters of the Bank and Bancshares;
(h) procedures for monitoring, on a monthly basis, the capital
adequacy of the Bank and the consolidated organization; and
(i) procedures to notify the Reserve Bank, in writing, within ten
days of the end of any calendar quarter in which the consolidated organization's
teir 1 leverage ratio falls below 5 percent and the steps that will be taken by
Bancshares to increase the consolidated organization's tier 1 leverage ratio to
no less than 5 percent within 90 days of such event.
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DEBT AND DEBT SERVICE
5. Bancshares shall not, directly or indirectly, increase its borrowings,
incur any debt, or renew any existing debt without the prior written approval of
the Reserve Bank. All requests for prior written approval shall contain, at a
minimum, a statement regarding the purpose of the debt, increase, or renewal,
the terms or the borrowing, the planned sources for debt repayment, and an
analysis of the cash flow resources available to meet such debt repayment.
DIRECTORS AND OFFICERS
6. During the term of this Agreement, or as otherwise required by law,
Bancshares shall comply with the provisions of section 32 of the FDI Act (12
U.S.C. 1831(i) and Subpart H of Regulation Y of the Board of Governors (12
C.F.R. Part 225, Subpart H) with respect to the appointment or election of any
new directors or the hiring or promotion of any senior executive officers as
defined in Regulation O of the Board of Governors (12 C.F.R. Part 215).
APPROVAL OF PLAN
7. The plan required by paragraph 4 hereof shall be submitted to the
Reserve Bank for review and approval. An acceptable plan shall be submitted
within the time period set forth in this Agreement. Bancshares shall adopt the
plan within 10 days of receipt of approval from the Reserve Bank and then shall
fully comply with it. During the term of this Agreement, the plan shall not be
amended or rescinded without the prior written approval of the Reserve Bank.
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PROGRESS REPORTS
8. Within 30 days after the end of each calendar quarter (December 31,
March 31, June 30, and September 30) following the date of this Agreement,
Bancshares 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. Such reports may be discontinued when the
corrections required by this Agreement have been accomplished and the Reserve
Bank has, in writing, released Bancshares from making further reports.
9. Bancshares shall submit to the Reserve Bank a copy of all written
progress reports submitted by the Bank to any federal or State supervisory
authority pursuant to any formal or informal supervisory agreement or order
between the Bank and such authority.
COMMUNICATIONS
10. All communications regarding this Agreement shall be sent to:
(a) E. Philip Simpson, Jr.
Vice President
Federal Reserve Bank of Boston
600 Atlantic Avenue
Boston, MA 02106-2076
(b) Richard S. Straczynski
President and Chief Executive Officer
People's Bancshares, Inc.
545 Pleasant Street
New Bedford, MA 02740
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EFFECT AND TERM OF AGREEMENT
11. The provisions of this Agreement shall be binding upon Bancshares 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, in writing, by the
Reserve Bank.
13. Notwithstanding any provision of this Agreement to the contrary, the
Reserve Bank may, in its sole discretion, grant written extensions of time to
Bancshares 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, the Reserve Bank or any federal or state agency
or department from taking any other action affecting Bancshares or any of its
current or former institution-affiliated parties.
15. This Agreement is a "written agreement" for the purposes of, and is
enforceable by the Board of Governors as an order issued under, section 8 of the
FDI Act (12 U.S.C. 1818).
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the 5th day of December, 2000.
People's Bancshares, Inc. Federal Reserve Bank of Boston
By: /s/ Richard S. Straczynski By: /s/ E. Philip A. Simpson, Jr.
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Richard S. Straczynski E. Philip A. Simpson, Jr.
President and Vice President
Chief Executive Officer
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Each of the undersigned directors of Bancshares acknowledges having read the
foregoing Agreement and approves of the consent thereto by Bancshares.
/s/ Frederick W. Adami, III /s/ B. Benjamin Cavallo
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Frederick W. Adami, III B. Benjamin Cavallo
/s/ John R. Eaton /s/ Terrence Gomes
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John R. Eaton Terrence Gomes
/s/ Dr. Loring C. Johnson /s/ Richard D. Matthews
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Dr. Loring C. Johnson Richard D. Matthews
/s/ Scott W. Ramsey /s/ Davis H. Scudder
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Scott W. Ramsey Davis H. Scudder
/s/ Stanley D. Siskind /s/ Richard S. Straczynski
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Stanley D. Siskind Richard S. Straczynski
8A
