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
FRONTIER
FINANCIAL CORPORATION
Everett,
Washington
and
FEDERAL RESERVE
BANK OF
SAN
FRANCISCO
San Franciso,
California
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Docket No.
09-073-WA/RB-HC
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WHEREAS, Frontier Financial
Corporation, Everett, Washington (“FFC”), a registered
bank holding company, owns and controls Frontier Bank, Everett,
Washington (the “Bank”), a state chartered nonmember
bank, and various nonbank subsidiaries;
WHEREAS, it is the common goal
of FFC and the Federal Reserve Bank of San Francisco (the
“Reserve Bank”) to maintain the financial soundness of
FFC so that FFC may serve as a source of strength to the
Bank;
WHEREAS, FFC and the Reserve
Bank have mutually agreed to enter into this Written Agreement (the
“Agreement”); and
WHEREAS, on June 24, 2009, the
board of directors of FFC, at a duly constituted meeting, adopted a
resolution authorizing and directing Patrick M. Fahey to enter into
this Agreement on behalf of FFC and consenting to compliance with
each and every provision of this Agreement by FFC 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,
FFC and the Reserve Bank agree as follows:
Dividends
and Distributions
1.
(a) FFC
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 (the “Director”) of
the Board of Governors of the Federal Reserve system (the
“Board of Governors”).
(b) FFC
shall not directly or indirectly take dividends or any other form
of payment representing a reduction in capital from the Bank
without the prior written approval of the Reserve Bank.
(c) FFC
and its nonbank subsidiaries shall not make any distributions of
interest, principal, or other sums on subordinated debentures or
trust preferred securities without the prior written approval of
the Reserve Bank and the Director.
(d) All
requests for prior approval shall be received by the Reserve Bank
at least 30 days prior to the proposed dividend declaration date,
proposed distribution on subordinated debentures, and required
notice of deferral on trust preferred securities. All
requests shall contain, at minimum, current and projected
information on FFC’s capital, earnings, and cash flow; the
Bank’s capital, asset quality, earnings, and allowance for
loan and lease losses; and identification of the sources of funds
for the proposed payment or distribution. For requests
to declare or pay dividends, FFC must also demonstrate that the
requested declaration or payment of dividends is consistent with
the Board of Governors’ Policy Statement on the Payment of
Cash Dividends by State Member Banks and Bank Holding Companies,
dated November 14, 1985 (Federal Reserve Regulatory Service, 4-877
at page 4-323).
Debt and
Stock Redemption
2.
(a) FFC,
and any nonbank subsidiary, shall not, directly or indirectly,
incur, increase, or guarantee any debt without the prior written
approval of the Reserve Bank. All requests for prior
written approval shall contain, but not be limited to, a statement
regarding the purpose of the debt, the terms of the debt, and the
planned source(s) for debt repayment, and an analysis of the cash
flow resources available to meet such debt repayment.
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