UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C.

Exhibit 10.1

UNITED STATES OF AMERICA

BEFORE THE

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

WASHINGTON, D.C.

Written Agreement by and between

FIRST NATIONAL COMMUNITY		Docket No. 10-220-WA/XX-XX
BANCORP, INC.
Dunmore, Pennsylvania

and

FEDERAL RESERVE BANK

OF PHILADELPHIA

Philadelphia, Pennsylvania

WHEREAS, First National Community Bancorp, Inc, Dunmore, Pennsylvania (“Bancorp”), a registered bank holding company, owns and controls First National Community Bank, Dunmore, Pennsylvania (“Bank”), a national bank, and a nonbank subsidiary;

WHEREAS, it is the common goal of Bancorp and the Federal Reserve Bank of Philadelphia (the “Reserve Bank”) to maintain the financial soundness of Bancorp so that Bancorp may serve as a source of strength to the Bank;

WHEREAS, Bancorp and the Reserve Bank have mutually agreed to enter into this Written Agreement (the “Agreement”); and

WHEREAS, on November 24, 2010, the board of directors of Bancorp, at a duly constituted meeting, adopted a resolution authorizing and directing Xxxxxx X. Xxxxxx to enter into this Agreement on behalf of Bancorp, and consenting to compliance with each and every

provision of this Agreement by Bancorp 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, Bancorp and the Reserve Bank agree as follows:

Source of Strength

1.             The board of directors of Bancorp shall take appropriate steps to fully utilize Bancorp’s financial and managerial resources, pursuant to section 225.4 (a) of Regulation Y of the Board of Governors of the Federal Reserve System (the “Board of Governors”) (12 C.F.R. § 225.4(a)), to serve as a source of strength to the Bank, including, but not limited to, taking steps to ensure that the Bank complies with the Consent Order entered into with the Office of the Comptroller of the Currency on September 1, 2010 and any other supervisory action taken by the Bank’s federal regulator.

Dividends, Distributions, and Other Payments

2.             (a)           Bancorp 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.

(b)           Bancorp 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)           Bancorp 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.

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(d)           Bancorp shall not make any payment of interest, principal, or other sums on debt owed to insiders without the prior written approval of the Reserve Bank and the Director.  For the purposes of the Agreement, “insider” shall include any of Bancorp’s current or former executive officers, directors, shareholders, members of their immediate families, related interests thereof, or persons acting on their behalf.  For purposes of this Agreement, “immediate family” shall be defined as set forth in section 225.41(b)(3) of Regulation Y of the Board of Governors (12 C.F.R. § 225.41(b)(3)).

(e)           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 a minimum, current and projected information on Bancorp’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, Bancorp 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

3.             (a)           Bancorp and its 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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(b)           Bancorp shall not, directly or indirectly, purchase or redeem any shares of its stock without the prior written approval of the Reserve Bank.

Capital Plan

4.             Within 60 days of this Agreement, Bancorp shall submit to the Reserve Bank an acceptable written plan to maintain sufficient capital at Bancorp on a consolidated basis. The plan shall, at a minimum, address, consider, and include:

(a)           The consolidated organization’s and the Bank’s current and future capital requirements, including compliance with the Capital Adequacy Guidelines for Bank Holding Companies: Risk-Based Measure and Tier 1 Leverage Measure, Appendices A and D of Regulation Y of the Board of Governors (12 C.F.R. Part 225, App. A and D) and the applicable capital adequacy guidelines for the Bank issued by the Bank’s federal regulator;

(b)           the adequacy of the Bank’s capital, taking into account the volume of classified credits, its risk profile, the adequacy of the allowance for loan and lease losses, current and projected asset growth, and projected earnings;

(c)           the source and availability of additional funds necessary to fulfill the consolidated organization’s and the Bank’s future capital requirements on a timely basis;

(d)           supervisory requests for additional capital at the Bank or the requirements of any supervisory action imposed on the Bank by its federal regulator; and

(e)           the requirements of section 225.4(a) of Regulation Y of the Board of Governors that Bancorp serve as a source of strength to the Bank.

5.             Bancorp shall notify the Reserve Bank, in writing, no more than 45 days after the end of any quarter in which any of Bancorp’s capital ratios fall below the approved plan’s minimum ratios. Together with the notification, Bancorp shall submit an acceptable written plan

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that details the steps that Bancorp will take to increase Bancorp’s capital ratios to or above the approved plan’s minimums.

Regulatory Reports

6.             (a)           Bancorp shall immediately take all actions as are necessary to ensure that: (i) each regulatory report, including each Consolidated Financial Statements for Bank Holding Companies with Total Consolidated Assets of $150 million or More, or with More Than One Subsidiary Bank (Form Y-9 C), accurately reflects Bancorp’s condition on the date for which it is filed and all material transactions between the bank holding company and its subsidiaries; (ii) each regulatory report is prepared in accordance with applicable instructions for preparation; and (iii) all records indicating how the report was prepared are maintained for subsequent supervisory review.

(b)           Within 60 days of this Agreement, Bancorp shall submit to the Reserve Bank acceptable written procedures to strengthen and maintain internal controls to ensure that all required regulatory reports and notices filed with the Board of Governors are accurate and filed in accordance with the applicable instructions for preparation.

Cash Flow Projections

7.             Within 45 days of this Agreement, Bancorp shall submit to the Reserve Bank a written statement of its planned sources and uses of cash for debt service, operating expenses, and other purposes (“Cash Flow Projection”) for 2011. Bancorp shall submit to the Reserve Bank a Cash Flow Projection for each calendar year subsequent to 2011 at least one month prior to the beginning of that calendar year.

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Compliance with Laws and Regulations

8.             (a)           In appointing any new director or senior executive officer, or changing the responsibilities of any senior executive officer so that the officer would assume a different senior executive officer position, Bancorp shall comply with the notice provisions of section 32 of the FDI Act (12 U.S.C. § 1831(i) and Subpart H of Regulation Y of the Board of Governors (12 C.F.R. §§ 225.71 et seq.).

(b)           Bancorp shall comply with the restrictions on indemnification and severance payments of section 18(k) of the FDI Act (12 U.S.C. § 1828(k)) and Part 359 of the FDIC’s regulations (12 C.F.R. Part 359).

Progress Reports

9.             Within 30 days after the end of each calendar quarter following the date of this Agreement, the board of directors shall submit to the Reserve Bank written progress reports detailing the form and manner of all actions taken to secure compliance with the provisions of this Agreement and the results thereof, and a parent company only balance sheet, income statement, and, as applicable, report of changes in stockholders’ equity.

Approval and Implementation of Plan

10.           (a)           Bancorp shall submit a written capital plan that is acceptable to the Reserve Bank within the applicable time period set forth in paragraph 4 of this Agreement.

(b)           Within 10 days of approval by the Reserve Bank, Bancorp shall adopt the approved capital plan. Upon adoption, Bancorp shall promptly implement the approved plan, and thereafter fully comply with it.

(c)           During the term of this Agreement, the approved capital plan shall not be amended or rescinded without the prior written approval of the Reserve Bank.

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Communications

11.           All communications regarding this Agreement shall be sent to:

(a) Xx. Xxxx X. Xxxxxxxx

Assistant Vice President

Federal Reserve Bank of Philadelphia

00 Xxxxxxxxxxxx Xxxx

Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000

(b) Xx. Xxxxxx X. Xxxxxx

Interim President and Chief Executive Officer

First National Community Bancorp, Inc.

000 Xxxx Xxxxxxx Xxxxxx

Xxxxxxx, Xxxxxxxxxxxx 00000-0000

Miscellaneous

12.           Notwithstanding any provision of this Agreement, the Reserve Bank may, in its sole discretion, grant written extensions of time to Bancorp to comply with any provision of this Agreement.

13.           The provisions of this Agreement shall be binding upon Bancorp and its institution-affiliated parties, in their capacities as such, and their successors and assigns.

14.           Each provision of this Agreement shall remain effective and enforceable until stayed, modified, terminated, or suspended in writing by the Reserve Bank.

15.           The provisions of this Agreement shall not bar, estop, or otherwise prevent the Board of Governors, the Reserve Bank, or any other federal or state agency from taking any other action affecting Bancorp, the Bank, the nonbank subsidiary of Bancorp, or any of their current or former institution-affiliated parties and their successors and assigns.

16.           Pursuant to section 50 of the FDI Act (12 U.S.C. § 1831aa), this Agreement is enforceable by the Board of Governors under section 8 of the FDI Act (12 U.S.C. § 1818).

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the 24th day of November, 2010.

FIRST NATIONAL COMMUNITY			FEDERAL RESERVE BANK OF
BANCORP, INC.			PHILADELPHIA
By:	/s/ Xxxxxx X. Xxxxxx		By:	/s/ Xxxx X. Xxxxxxxx
	Xxxxxx X. Xxxxxx			Xxxx X. Xxxxxxxx
	Interim President and CEO			Assistant Vice President

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