UNITED STATES OF AMERICA
BEFORE THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE
SYSTEM
WASHINGTON, D.C.
STATE OF CALIFORNIA
DEPARTMENT OF FINANCIAL INSTITUTIONS
SACRAMENTO, CALIFORNIA
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Written Agreement by and among
IMPERIAL CAPITAL BANCORP, INC.
San Francisco, California
and
STATE OF CALIFORNIA
Sacramento, California
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Docket No. 09-097-WA/RB-HC
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WHEREAS, Imperial Capital Bancorp,
Inc., La Jolla, California ("Imperial"), a registered bank holding
company, owns and controls Imperial Capital Bank, La Jolla,
California (the "Bank"), a state chartered nonmember bank, and
various nonbank subsidiaries;
WHEREAS, it is the common goal of
Imperial, the Federal Reserve Bank of San Francisco (the "Reserve
Bank"), and the State of California Department of Financial
Institutions (the "Department") to maintain the financial soundness
of Imperial so that Imperial may serve as a source of strength to
the Bank;
WHEREAS, Imperial, the Reserve Bank,
and the Department have mutually agreed to enter into this Written
Agreement (the "Agreement"); and
WHEREAS, on July 28, 2009, the board
of directors of Imperial, at a duly constituted meeting, adopted a
resolution authorizing and directing Norval L. Bruce, Member of the
Executive Committee to enter into this Agreement on behalf of
Imperial, and consenting to compliance with each and every
provision of this Agreement by Imperial 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, Imperial, the
Reserve Bank, and the Department agree as follows:
Dividends and Distributions
1.
(a) Imperial
shall not declare or pay any dividends without the prior written
approval of the Reserve Bank, 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"),
and the Department.
(b) Imperial and any
nonbank subsidiary 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 and the Department.
(c) Imperial 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, the Director, and the Department.
(d) All requests for
prior approval shall be received by the Reserve Bank and the
Department 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 a minimum, current and projected
information on Imperial'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, Imperial
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) Imperial
and any nonbank subsidiary shall not, directly or indirectly,
incur, increase, or guarantee any debt without the prior written
approval of the Reserve Bank and the Department. 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.
(b) Imperial
shall not, directly or indirectly, pu
