Item 1.01. Entry into a Material Definitive Agreement.

The Registrant has previously disclosed the Sanctions Motion against the Federal Deposit Insurance Corporation ("FDIC") pending before the U.S. District Court in Houston, Texas. See "OTS/FDIC Litigation" in Note 8 (to Unaudited Condensed Consolidated Financial Statements) of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008. On December 17, 2008, the Registrant and certain affiliated persons entered into a Settlement Agreement with the FDIC, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. The Settlement Agreement provides for mutual releases by the parties and a $10.0 million payment by the FDIC to Registrant. The $10.0 million payment has been received by Registrant.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

10.1 Settlement Agreement among the Registrant, certain affiliated persons and the FDIC, dated December 17, 2008