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
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Docket No.
09-094-WA/RB-HC
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WGNB
CORP.
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Carrollton,
Georgia
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and
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FEDERAL RESERVE
BANK OF
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ATLANTA
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Atlanta,
Georgia
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WHEREAS,
WGNB Corp., Carrollton, Georgia (“WGNB”), a registered
bank holding company, owns and controls First National Bank of
Georgia, Carrollton, Georgia (the “Bank”), a national
bank, and a nonbank subsidiary;
WHEREAS,
it is the common goal of WGNB and the Federal Reserve Bank of
Atlanta (the “Reserve Bank”) to maintain the financial
soundness of WGNB so that WGNB may serve as a source of strength to
the Bank;
WHEREAS,
WGNB and the Reserve Bank have mutually agreed to enter into this
Written Agreement (the “Agreement”); and
WHEREAS,
on July 14, 2009, the board of directors of WGNB, at a duly
constituted meeting, adopted a resolution authorizing and directing
H.B. Lipham, III to enter into this Agreement on behalf of WGNB,
and consenting to compliance with each and every provision of this
Agreement by WGNB 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, WGNB and the Reserve Bank agree as follows:
Dividends
and Distributions
1. (a) WGNB
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) WGNB
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) WGNB
and its nonbank subsidiary 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