Notification for Prior Approval to Engage Directly or Indirectly in Certain Nonbanking Activities

INSTRUCTIONS FOR PREPARATION OF

Notification to the Board of Governors
of the Federal Reserve System
FR Y-4

Who May Use This Form
This form should be used for notifications filed with the
Federal Reserve System (the ‘‘Federal Reserve’’) under
section 4 of the Bank Holding Company Act of 1956, as
amended (‘‘BHC Act’’—12 U.S.C. 1842) pursuant to
sections 225.23 or 225.24 of the Board of Governors of
the Federal Reserve System’s (the ‘‘Board’s’’) Regulation Y, where a bank holding company proposes to
engage in a nonbanking activity, either de novo or
through the acquisition or control of shares or assets of an
existing nonbank company.
Exemptions for certain de novo activities: A well-run
bank holding company (a company meeting the criteria
in sections 225.23(c) of Regulation Y) that complies with
the requirements in section 225.22(a) of Regulation Y
may engage de novo in the nonbanking activities listed in
section 225.28(b) of Regulation Y (except operating a
nonbank insured depository institution) without obtaining the Board’s prior approval. However, a notice must
be provided to the appropriate Reserve Bank (defined
below) within 10 business days after commencing the
activity as required by section 225.22(a) of Regulation Y.
In fulfilling that notice requirement, the notifying bank
holding company should not use this form, but instead
must provide by letter the information and certifications
specified in section 225.22(a)(3) of Regulation Y.

Preparation of Notification
For relevant filing information, Notificants should consult
the Board’s Regulation Y (12 CFR Part 225), a copy of
which is available on the Board’s public website at
www.federalreserve.gov/regulations/ or from any Reserve
Bank. Additional filing information is available on the
Board’s public website at www.federalreserve.gov/
generalinfo/applications/afi/.
Inquiries regarding the preparation and filing of notifications should be directed to the Reserve Bank of the
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April 2008

Federal Reserve district in which the head office of
Notificant or its sole or principal banking subsidiary
either will be or is currently located (i.e. where the senior
executives of the consolidated banking organization are
located and overall strategic direction is established)
(‘‘appropriate Reserve Bank’’). Notificants are encouraged to contact Federal Reserve staff as soon as possible
to discuss whether a notification is appropriate for the
proposed transaction.

Filing Categories
(1) Expedited Nonbanking Proposals—A well-run bank
holding company may (i) engage de novo in any
nonbanking activity approved by Board order and
(ii) acquire voting shares or assets of a going concern
engaged in any nonbanking activity approved by
Board regulation (except operating a nonbank insured
depository institution) and most nonbanking activities approved by Board order if the bank
holding company has provided written notice to the
appropriate Reserve Bank at least 12 business days
before commencing the proposed activity and the
appropriate Reserve Bank or the Board has not
indicated within that period that a notice would be
required under section 225.24 of Regulation Y. The
criteria and information required to comply with the
12 business day prior notice procedure are described
in section 225.23 of Regulation Y. This expedited
procedure may not be used for proposals to acquire
or otherwise operate a nonbank insured depository
institution.
Proposals eligible for the 12 business day prior notice
procedure in section 225.23 of Regulation Y do not
include proposals that the Board has indicated, (in section 225.23(c)(3(ii) of Regulation Y), are subject to the
notice procedures provided in section 225.24 of Regulation Y. For example, some activities approved only by
Board order may require a notice under section 225.24 of
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Regulation Y. Questions regarding whether an activity
approved by Board order requires a notice under section 225.24 of Regulation Y should be addressed to the
appropriate Reserve Bank.
(2) Other Nonbanking Proposals—Proposals that do not
qualify for the 10 business day post notice procedure
(section 225.22(a) of Regulation Y) or the 12 business day prior notice (section 225.23 of Regulation Y) procedure discussed above must comply with
the procedures in section 225.24 of Regulation Y.
Proposals in which a company would become a bank
holding company must also comply with the procedures in section 225.24 of Regulation Y. Proposals
that are eligible for processing under authority delegated to the appropriate Reserve Bank will be acted
on within 30 calendar days after the notice is filed
unless Notificant is informed otherwise. Proposals
that are not otherwise eligible for Reserve Bank
processing will normally be acted on by the Board
within 60 calendar days after the notice is filed.
(a) Engaging de novo in Listed Activities—
Proposals to engage de novo in any nonbanking
activity described in section 225.28(b) of Regulation Y that are filed under the procedures
described in this Filing Category must contain
the information set forth in section 225.24(a)(1)
of Regulation Y. Proposals to engage de novo
in operating a nonbank insured depository institution or to engage in nonbanking activities
through an initial joint venture are usually viewed
as acquisitions for purposes of this paragraph,
and must follow the procedures described in
paragraph (b) below. Questions regarding
whether an activity would be considered de
novoshould be addressed to the appropriate
Reserve Bank.
(b) Acquiring a Company Engaged in Listed
Activities—Proposals to acquire voting shares or
assets of a going concern engaged in any nonbanking activity described in section 225.28(b)
of Regulation Y that are filed under the procedures described in this Filing Category must
contain the information set forth in section 225.24(a)(2) of Regulation Y.
(c) Engaging in or Acquiring a Company Engaged
in Unlisted Activities—Proposals to engage de
novo or to acquire voting shares or assets of a
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going concern engaged in any nonbanking activity not described in section 225.28(b) of Regulation Y that are filed under the procedures
described in this Filing Category must contain
the information set forth in sections 225.24(a)(2)
and (4) of Regulation Y.
Proposals involving the acquisition of an insured depository institution that require approval under section 4
should use this form. The filing must be modified to
satisfy the same information and publication requirements that would apply if the savings association or other
nonbank insured depository institution to be acquired
were a bank. Generally, the notification must satisfy the
requirements outlined in sections 225.14, 225.15, and
225.16 of Regulation Y. If Notificant is seeking expedited
action for the proposal, the bank holding company and
the proposal should meet all applicable criteria under
section 225.14 of Regulation Y. Notificant may use the
forms FR Y-3 and FR Y-3N as guides for the type of
information that should be included in the notification.
Notice of the proposals also may be filed under section 225.24 of Regulation Y as described in Filing
Category (2).

Publication Requirement
Proposals filed under the 12 business day prior notice
procedure (section 225.23 of Regulation Y) described
in Filing Category (1) do not require public notice. All
proposals filed under section 225.24 of Regulation Y
described in Filing Category (2) will be published in the
Federal Register with a public comment period of at least
15 calendar days. The Board will publish notice of the
proposal in the Federal Register upon receipt of the
notification. On written request by Notificant, the notice
in the Federal Register may be published up to 15
calendar days before the notification is filed.
As a matter of policy, proposals to acquire a savings
association also require newspaper publication with a
public comment period of at least 30 calendar days after
the date of publication. The notice must be published in
a newspaper of general circulation in the communities
in which the head offices of the notificant bank holding
company, its largest subsidiary bank, and each savings
association to be directly or indirectly acquired is located
(12 CFR 262.3(b)(1)(ii)(E)). The newspaper notice for a
proposal to acquire a savings association also must be
published no more than 15 calendar days before and no
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later than 7 calendar days after the date that the notification is filed with the appropriate Reserve Bank.
Notificant should consult with the appropriate Reserve
Bank or the Board’s public website for the specific
publication format used at that Reserve Bank. A copy of
any required newspaper notice publication must be provided to the appropriate Reserve Bank, as required by
Section 262.3(b) of the Board’s Rules of Procedure.

Supporting Information
Please note that the Federal Reserve System specifically
reserves the right to require the filing of additional
statements and information. If any information initially
furnished in the notification changes significantly during
processing or prior to consummation, these changes are
to be communicated promptly to the appropriate Reserve
Bank.

Confidentiality
Under the provisions of the Freedom of Information Act
(the “FOIA”—5 U.S.C. 552), the notification is a public
document and available to the public upon request. Once
submitted, a notification becomes a record of the Board
and may be requested by any member of the public.
Board records generally must be disclosed unless they
are determined to fall, in whole or in part, within the
scope of one or more of the FOIA exemptions from
disclosure. See 5 U.S.C. § 552(b)(l)-(9).
The exempt categories include (but are not limited to)
‘‘trade secrets and commercial or financial information
obtained from a person and privileged or confidential’’
(exemption 4), and information that, if disclosed, ‘‘would
constitute a clearly unwarranted invasion of personal
privacy’’ (exemption 6). A Notificant may request confidential treatment for any information submitted in (or in
connection with) its application that Notificant believes is
exempt from disclosure under the FOIA. For example, if
Notificant is of the opinion that disclosure of commercial
or financial information would likely result in substantial
harm to its competitive position or that of its subsidiaries,
or that disclosure of information of a personal nature
would result in a clearly unwarranted invasion of personal privacy, confidential treatment of such information
may be requested.
The request for confidential treatment must be submitted
in writing concurrently with the filing of the notification
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April 2008

(or subsequent related submissions), and must discuss in
detail the justification for confidential treatment. Such
justification must be provided for each portion of the
notification (or related submissions) for which confidential treatment is requested. Notificant’s reasons for
requesting confidentiality must specifically describe the
harm that would result from public release of the information. A statement simply indicating that the information would result in competitive harm or that it is
personal in nature is not sufficient. (A claim that disclosure would violate the law or policy of a foreign country
is not, in and of itself, sufficient to exempt information
from disclosure. Notificant must demonstrate that disclosure would fall within the scope of one or more of the
FOIA exemptions from disclosure.) Notificant must follow the steps outlined immediately below, and certify in
the notification (or related submissions) that these steps
have been followed.
Information for which confidential treatment is requested
should be: (1) specifically identified in the public portion
of the notification (by reference to the confidential section); (2) separately bound; and (3) labeled ‘‘CONFIDENTIAL.’’
With respect to applications that include information
regarding an individual or individuals associated with the
proposed transaction, the Board expects Notificant to
certify that it has obtained the consent of the individual(s)
to public release of such information prior to its submission to the Board or, in the absence of such consent, to
submit (or ensure that the individual(s) submit(s)) a
timely request for confidential treatment of the information in accordance with these instructions. Information
submitted directly by an individual or individuals will
become part of the relevant notification record, and,
accordingly, will be a Board record subject to being
requested by any member of the public under FOIA.
The Federal Reserve will determine whether information
submitted as confidential will be so regarded, and will
advise Notificant of any decision to make available to the
public information labeled ‘‘CONFIDENTIAL.’’ However, it shall be understood that, without prior notice to
Notificant, the Board may disclose or comment on any of
the contents of the notification in the Order or Statement
issued by the Board in connection with its decision on the
notification. The Board’s staff normally will apprise
Notificant in the course of the review process that such
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information may need to be disclosed in connection with
the Board’s action on the notification.

Compliance

For further information on the procedures for requesting
confidential treatment and the Board’s procedures for
addressing such requests, consult the Board’s Rules
Regarding Availability of Information, 12 CFR part 261,
including 12 CFR 261.15, which governs requests for
confidential treatment.

Notificant is expected to comply with all representations
and commitments made in this notification. Notificant
should immediately contact the appropriate Reserve Bank
if there is any change in the proposal prior to
consummation.

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FR Y-4
April 2008