Consent Order and Written Agreement

6 Months Ended

Jun. 30, 2012

Consent Order and Written Agreement [Abstract]

Note 8 - Consent Order and Written Agreement

On April 16, 2010, the Company's wholly-owned subsidiary, NorStates Bank (the "Bank"), and the Federal Deposit Insurance Corporation (the "FDIC") and the Illinois Department of Financial and Professional Regulation (the "IDFPR") entered into a joint Consent Order. Pursuant to the Consent Order, among other things, the Bank has agreed to undertake the following:

(1)

increase the participation of the Bank's Board of Directors in overseeing and supervising the affairs and activities of the Bank, including holding meetings of the Board no less frequently than monthly;

(2)

adopt and implement a program for monitoring compliance with the Consent Order, including establishing a committee comprised of at least three outside Bank board members responsible for such oversight;

(3)

maintain a Tier 1 capital to total assets ratio of at least 8% and a total risk-based capital ratio of at least 12%;

(4)

prohibit the extension of additional credit to or for the benefit of any existing borrower with a loan that has been previously charged-off or classified "loss" by the examiners, as well as prohibit the extension of additional credit in any amount in excess of $10,000 to any existing borrower with an outstanding loan classified as "substandard", "doubtful" or "special mention" unless the Board of Directors or a committee thereof determines the loan to be in the best interests of the Bank;

(5)

adopt a written action plan with respect to each classified asset and delinquent loan in excess of $1,000,000 for the purpose of reducing the Bank's risk position with respect to such asset;

(6)

correct all deficiencies in the loans listed as "special mention" by the examiners;

(7)

adopt a written action plan to reduce and manage concentrations of credit identified by the examiners, including procedures that provide for the ongoing measurement and monitoring of the concentrations of credit, the performance of portfolio stress testing analysis and the setting of concentration limits commensurate with the Bank's capital levels and overall risk profile;

(8)

provide for quarterly reviews of and adjustments to the allowance for loan and lease losses in accordance with bank regulatory guidelines;

(9)

implement revised written lending and collection policies as indicated by the examiners, as well as revised loan grading and review procedures, including procedures for periodic confirmation of the accuracy and completeness of the watch list and all risk grade assignments, identification of loan relationships that warrant special management attention, and identification and tracking of credit and collateral documentation exceptions;

(10)

adopt a written profit plan and comprehensive budget containing formal goals and strategies to reduce discretionary expenses and to improve the Bank's overall earnings;

(11)

adopt a written contingency funding/liquidity plan which includes identification of the sources of liquid assets available to meet the Bank's contingency funding needs over one-, two- and three-month time horizons; and

(12)

adopt a revised investment policy and interest rate risk policy to address the recommendations of the examiners.

The Consent Order also prohibits the payment of any dividends by the Bank to the Company without the prior written consent of both the FDIC and the IDFPR.

Because the Consent Order establishes specific capital amounts to be maintained by the Bank, the Bank may not be considered better than "adequately capitalized" for capital adequacy purposes, even if the Bank exceeds the levels of capital set forth in the Consent Order.

As an adequately capitalized institution, the Bank may not accept, renew or roll over brokered deposits without prior approval of the FDIC. Brokered deposits also include deposits with rates of interest that are more than 75 basis points above the rates applicable to the market of the Bank as determined by the FDIC. The FDIC has approved that the Bank is operating in a high rate area, which allows the Bank to use local average deposit rates as a basis for setting competitive rates on its deposits.

Any material failure to comply with the provisions of the Consent Order could result in additional enforcement actions by the FDIC as allowed by 12 U.S.C. §1818 and the IDFPR. While the Company intends to take such actions as may be necessary to enable the Bank to comply with the requirements of the Consent Order, there can be no assurance that the Bank will be able to comply fully with the provisions of the Consent Order, or that efforts to comply with the Consent Order will not have adverse effects on the operations and financial condition of the Company and the Bank.

On March 17, 2011, the Company and the Federal Reserve Bank of Chicago ("Reserve Bank") entered into a Written Agreement. Pursuant to the Written Agreement, among other things, the Company has agreed to undertake the following:

(1)

serve as a source of strength to the Bank;

(2)

abstain from paying any dividends, redeeming any stock or incurring any debt without Federal Reserve approval;

(3)

adopt a capital plan;

(4)

provide the Federal Reserve with cash flow projections on a quarterly basis;

(5)

notify the Federal Reserve of the proposed addition of any individual to the Board of Directors or the employment of any individual as a senior executive officer of the Company before such addition or employment becomes effective; and

(6)

provide progress reports to the Federal Reserve concerning the Company's compliance with the Written Agreement.

Any material failure to comply with the provisions of the Written Agreement could result in additional enforcement actions by the Federal Reserve Bank. While the Company intends to take such actions as may be necessary to comply with the requirements of the Written Agreement, there can be no assurance that the Company will be able to comply fully with the provisions of the Written Agreement, or that efforts to comply with the Written Agreement will not have adverse effects on the operations and financial condition of the Company.

NORTHERN STATES FINANCIAL CORP /DE/ 10-Q