2

are likely to cause significant dissipation of the assets 25 earnings of CenTrust, or are likely to weaken the condition of CenTrust or prejudice the interest of depositors prior to the completion of the proceedings conducted pursuant to paragraph (1) of subsection (t of Section 8 of the FDIA as amended by FIRREA, 12 U.S.C. S 1818(b); and

(b)

the books and records of CenTrust are so incomplete with respect to certain expenses and certain transactions specified in the Notice that OTS is unable, through the normal supervisory process, to determine the financial condition of CenTrust or the details or purposes of certain transactions that may have a material effect on the financial condition of CenTrust.

THEREFORE, by the authority of Section 8(c) of the FDIA, as amended by FIRREA, to be codified at 12 U.S.c. § 1818(c), it is ORDERED:

Books and Records

1. CenTrust shall immediately make available for inspection by the District Director of the Atlanta District of OTS or his designees ("District Director") all books and records relating to the affairs and ownership of CenTrust, its subsidiaries, and its affiliates over which it has control. These books and records snall include but are not limited to the complete books and records of the Supplemental Executive Retirement Plan ("SERP"), including but not limited to bank account statements, broker confirmations and all other documents related to the purchase and sale of assets held by the SERP. Complete books and records related to the SERP shall be maintained on the premises of

are likely to cause significant dissipation of the assets earnings of CenTrust, or are likely to weaken the condition of CenTrust or prejudice the interest of depositors prior to the completion of the proceedings conducted pursuant to paragraph (1) of subsection (t of Section 8 of the FDIA as amended by FIRREA, 12 U.S.C. S 1818(b); and

(b) the books and records of CenTrust are so incomplete with respect to certain expenses and certain transactions specified in the Notice that OTS is unable, through the normal supervisory process, to determine the financial condition of CenTrust or the details or purposes of certain transactions that may have a material effect on the financial condition of CenTrust.

as

THEREFORE, by the authority of Section 8(c) of the FDIA, amended by FIRREA, to be codified at 12 U.S.C. S 1818 (c), it is

ORDERED:

Books and Records

These books and records

1. CenTrust shall immediately make available for inspection by the District Director of the Atlanta District of OTS or his designees ("District Director") all books and records relating to the affairs and ownership of CenTrust, its subsidiaries, and its affiliates over which it has control. snall include but are not limited to the complete books and records of the Supplemental Executive Retirement Plan ("SERP"). including but not limited to bank account statements, broker confirmations and all other documents related to the purchase and sale of assets held by the SERP. Complete books and records related to the SERP shall be maintained on the premises of

CenTrust's main office at all times.

2. CenTrust shall maintain their books and records in compliance with the requirements of 12 C.F.R. § 563.170, republished at 54 Fed. Reg. 49411 (November 30, 1989).

3. Within 10 days of the effective date of this Order, the members of CenTrust's Audit Committee immediately shall establish policies and procedures to ensure that henceforth examiners of the Office of Thrift Supervision and the Federal Deposit Insurance Corporation are provided immediate and complete access to any records, documents, personnel and any other information that examiners deem necessary. CenTrust shall adopt and adhere to such policies and procedures.

Supplemental Executive Retirement Plan

4. No additional funding shall be made to or disbursements made from the SERP without the prior written approval of the

District Director.

5.

CenTrust shall not establish any additional or successor retirement, bonus or other benefit plans, other than those currently in effect for all employees of CenTrust, without prior written approval of the District Director.

Compensation

6. The annual compensation for any individuals with the title or responsibilities of senior vice president and above whose compensation as of September 1, 1989 was more than $150,000 ("executive officers") shall not exceed their compensation, which includes but is not limited to salary, bonus, pension plan

contribution or any other remuneration, as of September 1, 1989,

without the prior written approval of the District Director. CenTrust shall require the return of any bonuses paid to any of the executive officers suosequent to September 30, 1989. Further, there shall be no increase in compensation for executive officers unless and until CenTrust maintains three consecutive quarters of operating profit and receives the prior written approval of the District Director. CenTrust shall not enter into any employment or severance contract(s) without the terms and conditions being approved in advance by the District Director. within 30 days,

CenTrust shall notify the District Director of its compliance with this paragraph.

7. CenTrust shall not pay any additional premiums on any life insurance policy for any of its directors and officers unless and until Centrust is the named beneficiary of any such policy.

Dividends

8. CenTrust shall not pay any dividends on its common Ог preferred stock until such time that it complies with its fully phased-in capital requirements pursuant to OTS regulations and receives the prior written approval of the District Director.

9.

Indemnity Agreement

Expenses related to CenTrust's Second Amended and Restated Directors and Officers Indemnity Agreement, dated April 7, 1989, shall not be paid without the prior written approval of the District Director.

10.

Purchase of Assets

CenTrust only shall engage in loans and investments permitted by Section 1464 (c) of the Home Owners Loan Act, 12

U.S.C. S 1464(c) (1982) ("HOLA"), as recodified by FIRREA. Specifically, and without limitation of the foregoing, CenTrust shall not invest or purchase non-interest earning speculative assets, including but not limited to art, oriental rugs, crystal stemware or other luxury decorative items.

11. CenTrust shall not purchase any additional fixed assets, leasehold improvements, furniture, fixtures and equipment in excess of $5000, other than office machines and equipment, such as typewriters, computers or telephones, used in the ordinary course of business, without the prior written approval of the District Director. CenTrust shall submit a policy acceptable to the District Director within 30 days of the effective date of this Order regarding the purchase of furniture, fixtures and equipment, setting forth guidelines for the acquisition of only prudent, appropriate, reasonable and necessary fixed assets and furniture, fixtures and equipment. This policy also shall include a plan to dispose of all property, including but not limited to artwork, oriental rugs, crystal stemware, and other property designated by the District Director to be excessive and unnecessary to the safe and sound operation of an insured depository institution. CenTrust shall adhere to this policy.

Expenses

12. (a) CenTrust shall immediately cease the payment or reimbursement of any personal, non-business-related expenses. Within 15 days of the effective date of this Order, CenTrust shall order and require the immediate reimbursement of any outstanding personal expenses of any directors, officers and employees which