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	Ben's=20 Guide to U.S. Government

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Home=20 Page > Executive=20 Branch > Code of=20 Federal Regulations > Electronic Code of Federal = Regulations

e-CFR=20 Data is current as of January 15, 2008

Title 12:=20 Banks and Banking

Browse=20 Previous | Browse=20 Next

PART 574=97ACQUISITION OF CONTROL OF SAVINGS ASSOCIATIONS

Section Contents
=A7 574.1 &nb= sp; Scope=20 of part.
=A7 574.2 &nb= sp; Definitions.
=A7 574.3 &nb= sp; Acquisition=20 of control of savings associations.
=A7 574.4 &nb= sp; Control.
=A7 574.5 &nb= sp; Certifications=20 of ownership.
=A7 574.6 &nb= sp; Procedural=20 requirements.
=A7 574.7 &nb= sp; Determination=20 by the OTS.
=A7 574.8 &nb= sp; Qualified=20 stock issuances by undercapitalized savings associations or = holding=20 companies.
=A7 574.100 &= nbsp; Rebuttal=20 of control agreement.

Authority: 12 U.S.C. 1467a, = 1817,=20 1831i.

Source: 54 FR 49690, Nov. = 30, 1989,=20 unless otherwise noted.

=A7 574.1 Scope of part.

=20 top

The purpose of this part is to implement the provisions of the = Change=20 in Bank Control Act, 12 U.S.C.1817(j) (=93Control Act=94), and the = Savings and=20 Loan Holding Company Act, 12 U.S.C. 1467a (=93Holding Company = Act=94),=20 relating to acquisitions and changes in control of savings = associations=20 that are organized in stock form and savings and loan holding = companies=20 thereof.

[61 FR 60184, Nov. 27, 1996]

=A7 574.2 Definitions.

=20 top

As used in this part and in the forms under this part, the = following=20 definitions apply, unless the context otherwise requires:

(a) Acquire when used in connection with the acquisition = of=20 stock of a savings association means obtaining ownership, control, = power=20 to vote, or sole power of disposition of stock, directly or = indirectly or=20 through one or more transactions or subsidiaries, through = purchase,=20 assignment, transfer, exchange, succession, or other means, = including:

(1) An increase in percentage ownership resulting from a = redemption,=20 repurchase, reverse stock split or a similar transaction involving = other=20 securities of the same class, and

(2) The acquisition of stock by a group of persons and/or = companies=20 acting in concert which shall be deemed to occur upon formation of = such=20 group: Provided, That an investment advisor shall not be = deemed to=20 acquire the voting stock of its advisee if the advisor:

(i) Votes the stock only upon instruction from the beneficial = owner,=20 and

(ii) Does not provide the beneficial owner with advice = concerning the=20 voting of such stock.

(b) Acquiror means a person or company.

(c) Acting in concert means: (1) Knowing participation = in a=20 joint activity or interdependent conscious parallel action towards = a=20 common goal whether or not pursuant to an express agreement, = or

(2) A combination or pooling of voting or other interests in = the=20 securities of an issuer for a common purpose pursuant to any = contract,=20 understanding, relationship, agreement or other arrangement, = whether=20 written or otherwise.

(3) A person or company which acts in concert with another = person or=20 company (=93other party=94) shall also be deemed to be acting in = concert with=20 any person or company who is also acting in concert with that = other party,=20 except that any tax-qualified employee stock benefit plan as = defined in=20 =A7563b.25 of this chapter will not be deemed to be acting in = concert with=20 its trustee or a person who serves in a similar capacity solely = for the=20 purpose of determining whether stock held by the trustee and stock = held by=20 the plan will be aggregated.

(d) Affiliate means any person or company which = controls, is=20 controlled by or is under common control with a person, savings=20 association or company.

(e) [Reserved]

(f) Company means any corporation, partnership, trust,=20 association, joint venture, pool, syndicate, unincorporated = organization,=20 joint-stock company or similar organization, as defined in = paragraph (r)=20 of this section; but a company does not include:

(1) The Federal Deposit Insurance Corporation, the Resolution = Trust=20 Corporation, the Office of Thrift Supervision, or any Federal Home = Loan=20 Bank, or

(2) Any company the majority of shares of which is owned = by:

(i) The United States or any State,

(ii) An officer of the United States or any State in his or her = official capacity, or

(iii) An instrumentality of the United States or any State.

(g) Controlling shareholder means any person who = directly or=20 indirectly or acting in concert with one or more persons or = companies, or=20 together with members of his or her immediate family, owns, = controls, or=20 holds with power to vote 10 percent or more of the voting stock of = a=20 company or controls in any manner the election or appointment of a = majority of the company's board of directors.

(h) Director means the Director of the Office of Thrift=20 Supervision.

(i) [Reserved]

(j) Immediate family means a person's spouse, father, = mother,=20 children, brothers, sisters and grandchildren; the father, mother, = brothers, and sisters of the person's spouse; and the spouse of = the=20 person's child, brother or sister.

(k) Management official means any president, chief = executive=20 officer, chief operating officer, vice president, director, = partner, or=20 trustee, or any other person who performs or has a representative = or=20 nominee performing similar policymaking functions, including = executive=20 officers of principal business units or divisions or subsidiaries = who=20 perform policymaking functions, for a savings association or a = company,=20 whether or not incorporated.

(l) Office means the Office of Thrift Supervision.

(m) Person means an individual or a group of individuals = acting=20 in concert who do not constitute a =93company=94 as defined in = paragraph (f)=20 of this section.

(n) Repealed Control Act means the Change in Savings and = Loan=20 Control Act, 12 U.S.C. 1730(q), as in effect immediately prior to = its=20 repeal by the Financial Institutions Reform, Recovery, and = Enforcement Act=20 of 1989.

(o) [Reserved]

(p) Savings Association means a Federal savings and loan = association or a Federal savings bank chartered under section 5 of = the=20 Home Owners' Loan Act, a building and loan, savings and loan or = homestead=20 association or a cooperative bank (other than a cooperative bank = described=20 in 12 U.S.C. 1813(a)(2)) the deposits of which are insured by the = Federal=20 Deposit Insurance Corporation, and any corporation (other than a = bank) the=20 deposits of which are insured by the Federal Deposit Insurance = Corporation=20 that the Office and the Federal Deposit Insurance Corporation = jointly=20 determine to be operating in substantially the same manner as a = savings=20 association, and shall include any savings bank or any cooperative = bank=20 which is deemed by the Office to be a savings association under 12 = U.S.C.=20 1467a(1), and any savings and loan holding company as defined in = paragraph=20 (q) of this section.

(q) Savings and loan holding company means any company = that=20 directly or indirectly controls a savings association, but does = not=20 include:

(1) Any company by virtue of its ownership or control of voting = stock=20 of a savings association acquired in connection with the = underwriting of=20 securities if such stock is held only for such period of time (not = exceeding 120 days unless extended by the Office) as will permit = the sale=20 thereof on a reasonable basis; and

(2) Any trust (other than a pension, profit-sharing, = stockholders',=20 voting, or business trust) which controls a savings association if = such=20 trust by its terms must terminate within 25 years or not later = than 21=20 years and 10 months after the death of individuals living on the = effective=20 date of the trust, and:

(i) Was in existence and in control of a savings association on = June=20 26, 1967, or

(ii) Is a testamentary trust; and

(3) A bank holding company that is registered under, and = subject to,=20 the Bank Holding Company Act of 1956, or any company directly or=20 indirectly controlled by such company (other than a savings=20 association).

(r) Similar organization for purposes of paragraph (f) = of this=20 section means a combination of parties with the potential for or = practical=20 likelihood of continuing rather than temporary existence, where = the=20 parties thereto have knowingly and voluntarily associated for a = common=20 purpose pursuant to identifiable and binding relationships which = govern=20 the parties with respect to either:

(1) The transferability and voting of any stock or other = indicia of=20 participation in another entity, or

(2) Achievement of a common or shared objective, such as to=20 collectively manage or control another entity.

(s) Stock means common or preferred stock, general or = limited=20 partnership shares or interests, or similar interests.

(t) Uninsured institution means any financial = institution the=20 deposits of which are not insured by the Federal Deposit Insurance = Corporation.

(u)(1) Voting stock means common or preferred stock, = general or=20 limited partnership shares or interests, or similar interests if = the=20 shares or interests, by statute, charter or in any manner, entitle = the=20 holder:

(i) To vote for or to select directors, trustees, or partners = (or=20 persons exercising similar functions of the issuing savings = association or=20 company); or

(ii) To vote or to direct the conduct of the operations or = other=20 significant policies of the issuer:

(2) Notwithstanding anything in paragraph (u)(1) of this = section,=20 preferred stock, limited partnership shares or interests, or = similar=20 interests are not =93voting stock=94 if:

(i) Voting rights associated with the stock, shares or = interests are=20 limited solely to the type customarily provided by statute with = regard to=20 matters that would significantly and adversely affect the rights = or=20 preference of the stock, security or other interest, such as the = issuance=20 of additional amounts or classes of senior securities, the = modification of=20 the terms of the stock, security or interest, the dissolution of = the=20 issuer, or the payment of dividends by the issuer when preferred = dividends=20 are in arrears;

(ii) The stock, shares or interests represent an essentially = passive=20 investment or financing device and do not otherwise provide the = holder=20 with control over the issuer; and

(iii) The stock, shares or interests do not at the time entitle = the=20 holder, by statute, charter, or otherwise, to select or to vote = for the=20 selection of directors, trustees, or partners (or persons = exercising=20 similar functions) of the issuer;

(3) Notwithstanding anything in paragraphs (u)(1) and (u)(2) of = this=20 section, =93voting stock=94 shall be deemed to include stock and = other=20 securities that, upon transfer or otherwise, are convertible into = voting=20 stock or exercisable to acquire voting stock where the holder of = the=20 stock, convertible security or right to acquire voting stock has = the=20 preponderant economic risk in the underlying voting stock. = Securities=20 immediately convertible into voting stock at the option of the = holder=20 without payment of additional consideration shall be deemed to = constitute=20 the voting stock into which they are convertible; other = convertible=20 securities and rights to acquire voting stock shall not be deemed = to vest=20 the holder with the preponderant economic risk in the underlying = voting=20 stock if the holder has paid less than 50 percent of the = consideration=20 required to directly acquire the voting stock and has no other = economic=20 interest in the underlying voting stock. For purposes of = calculating the=20 percentage of voting stock held by a particular acquiror, stock or = other=20 securities convertible into voting stock or exercisable to acquire = voting=20 stock which are deemed voting stock under this paragraph (u)(3) = shall be=20 included in calculating the amount of voting stock held by the = acquiror=20 and the total amount of stock outstanding only to the extent of = the voting=20 stock obtainable by such acquiror by such conversion or exercise = of=20 rights.

[54 FR 49690, Nov. 30, 1989, as amended at 60 FR 66720, Dec. = 26, 1995;=20 61 FR 60184, Nov. 27, 1996; 71 FR 19812, Apr. 18, 2006; 73 FR 19, = Jan. 2,=20 2008]

=A7 574.3 Acquisition of control of = savings=20 associations.

=20 top

(a) Acquisition by a company or certain persons. Unless = a=20 transaction is exempt under paragraph (c) of this section, or = exempt from=20 prior approval under paragraph (d) of this section, no company or = any=20 director or officer of a savings and loan holding company, or any=20 individual who owns, controls, or holds with power to vote (or = holds=20 proxies representing) more than 25 percent of the voting stock of = a=20 savings and loan holding company, shall acquire control, as = defined in=20 =A7574.4 (a) and (b) of this part, of a savings association except = upon=20 receipt of the written approval of the Office.

(b) Acquisition by a person. Unless a transaction is = exempt=20 under paragraph (c) of this section, or exempt from prior notice = under=20 paragraph (d) of this section, no person (other than certain = persons=20 affiliated with a savings and loan holding company who are subject = to=20 paragraph (a) of this section), shall acquire control, as defined = in=20 =A7574.4 (a) and (b) of this part, of a savings association until = written=20 notice has been provided to the Office and (1) the Office = indicates in=20 writing its intent not to disapprove the proposed acquisition or = (2) 60=20 days (or such period of time as the Office may specify if the = review=20 period has been extended under =A7574.6(c)(3) of this part) have = passed=20 since receipt of a notice deemed sufficient under =A7574.6(c)(2).=20 Notwithstanding the forgoing, acquisitions by persons by means of = a merger=20 with an interim association are not subject to this part, but = shall be=20 subject to approval under =A7563.22, and either =A7552.13 or = applicable state=20 law.

(c) Exempt transactions. (1) The following transactions = are=20 exempt from the application requirements of paragraph (a) of this=20 section:

(i) Control of a savings association acquired by devise under = the terms=20 of a will creating a trust which is excluded from the definition = of=20 savings and loan holding company under =A7574.2(q) of this = part;

(ii) Control of a savings association acquired in connection = with a=20 reorganization that involves solely the acquisition of control of = that=20 association by a newly formed company that is controlled by the = same=20 acquirors that controlled the savings association for the = immediately=20 preceding three years, and entails no other transactions, such as = an=20 assumption of the acquirors' debt by the newly formed company: = Provided,=20 that the acquirors have filed with the Office an H=96(e)4 = notification as=20 provided in section 574.6 of this part and the OTS does not object = to the=20 acquisition within 30 days of the filing date;

(iii) Control of a savings association acquired by a bank = holding=20 company that is registered under and subject to, the Bank Holding = Company=20 Act of 1956, or any company controlled by such bank holding = company;

(iv) Control of a savings association acquired solely as a = result of=20 (A) a pledge or hypothecation of stock to secure a loan contracted = for in=20 good faith or (B) the liquidation of a loan contracted for in good = faith,=20 in either case where such loan was made in the ordinary course of = the=20 business of the lender: Provided, further, That acquisition = of=20 control pursuant to such pledge, hypothecation or liquidation is = reported=20 to the Office within 30 days, and Provided, further, That = the=20 acquiror shall not retain such control for more than one year from = the=20 date on which such control was acquired; however, the Office may, = upon=20 application by an acquiror, extend such one-year period from year = to year,=20 for an additional period of time not exceeding three years, if the = Office=20 finds such extension is warranted and would not be detrimental to = the=20 public interest;

(v) Control of a savings association acquired through a = percentage=20 increase in stock ownership following a pro rata stock = dividend or=20 stock split, if the proportional interests of the recipients = remain=20 substantially the same;

(vi) Acquisition of additional stock after approval under = =A7574.7 of=20 this part, or any predecessor provision, has been received: = Provided,=20 That such acquisition is consistent with any conditions = imposed in=20 connection with such approval and with the representations made by = the=20 acquiror in its application;

(vii) Acquisitions of up to twenty-five percent (25%) of a = class of=20 stock by a tax-qualified employee stock benefit plan as defined in = =A7563b.25; and

(viii) Acquisitions of up to 15 percent of the voting stock of = any=20 savings association by a savings and loan holding company (other = than a=20 bank holding company) in connection with a qualified stock = issuance if=20 such acquisition is approved by the Office pursuant to = =A7574.8(a).

(2) The following transactions are exempt from the notice = requirements=20 of paragraph (b) of this section:

(i) Transactions which are exempt pursuant to paragraphs = (c)(1)(iii),=20 (c)(1)(iv), (c)(1)(v), and (c)(1)(vi) of this section;

(ii) Transactions for which approval is required under = paragraph (a) of=20 this section;

(iii) Transactions for which approval is required under part = 546 or=20 =A7552.13 and =A7563.22 of this chapter;

(iv) Transactions for which a change of control notice must be=20 submitted to the Board of Governors of the Federal Reserve System = pursuant=20 to the Change in Bank Control Act, 12 U.S.C. 1817(j);

(v) Acquisition of additional stock of a savings association by = any=20 person who:

(A) Has held power to vote 25 percent or more of any class of = voting=20 stock in such association continuously since March 9, 1979; or

(B) Has maintained control of the savings association = continuously=20 since acquiring control in compliance with the Control Act (or the = Repealed Control Act) and the Office's regulations thereunder then = in=20 effect: Provided, That such acquisition is consistent with = any=20 conditions imposed in connection with such acquisition of control = and with=20 the representations made by the acquiror in its notice; and

(vi) Acquisitions of stock of a de novo federal savings=20 association in connection with the organization of such = association:=20 Provided, That the Office has considered the financial and=20 managerial resources of the acquiror in granting the association = its=20 federal savings association charter; and additional acquisitions = of stock=20 of such association, and further provided, that the = acquisitions=20 are consistent with any conditions imposed in connection with the = approval=20 of the association's charter and with representations made by the = acquiror=20 in its application for a federal savings association charter, and = that the=20 Regional Director has no supervisory objection to the acquiror's=20 additional acquisitions.

(3) An acquiror that would be considered to be in control of a = savings=20 association pursuant to =A7574.4 of this part on December 26, = 1985, shall=20 not be subject to this =A7574.3 unless the acquiror acquires = additional=20 stock of the savings association or obtains a control factor with = respect=20 to such association after December 26, 1985: Provided, That = an=20 acquiror shall not be deemed to have acquired control of a savings = association on the basis of actions taken prior to December 26, = 1985, or=20 on the basis of actions taken after December 26, 1985, if such = actions are=20 pursuant to and consistent with a materially complete application = under=20 the Holding Company Act or notice under the Repealed Control Act = filed=20 prior to December 26, 1985, if such acquisition is made pursuant = to an=20 application approved under the Holding Company Act or a notice = under the=20 Repealed Control Act that was not disapproved.

(d) Transactions exempt from prior approval or notice. = (1)=20 Subject to the conditions set forth in paragraph (d)(2) of this = section,=20 the following transactions are exempt from prior approval and = prior notice=20 under =A7574.3: Provided, That the timing of the = transaction was not=20 within the control of the acquiror.

(i) Control of a savings association acquired through bona = fide=20 gift;

(ii) Control of a savings association acquired through = liquidation of a=20 loan contracted in good faith where the loan was not made in the = ordinary=20 course of business of the lender;

(iii) Control of a savings association acquired through a = percentage=20 increase in ownership following a stock split or redemption that = was not=20 pro rata ;

(iv) Control determined pursuant to =A7574.4 (a) or (b) as a = result of=20 actions by third parties that are not within the control of the=20 acquiror;

(v) Control of a savings association acquired through testate = or=20 intestate succession: Provided, That the acquiror transmits = written=20 notification of the acquisition to the Office within 60 days of = the=20 acquisition and provides such additional information as the Office = may=20 specifically request.

(2) The exemptions provided by paragraphs (d)(1)(i) through = (d)(1)(iv)=20 of this section are subject to the following conditions:

(i) The acquiror shall file an application, notice or rebuttal, = as=20 appropriate, with the Office within 90 days of acquisition of = control;

(ii) The acquiror shall not take any action to direct the = management or=20 policies of the savings association or which are designed to = effect a=20 change in the business plan of the savings association other than = voting=20 on matters that may be presented to stockholders by management of = the=20 savings association until the Office has acted favorably upon the=20 acquiror's application or notice, and the Office may require that = the=20 acquiror take such steps as the Office deems necessary to insure = that=20 control is not exercised; and

(iii) If the Office disapproves the acquiror's application or = notice,=20 the acquiror shall divest such portion of the stock held by the = acquiror=20 so as to cause the acquiror not to be determined to be in control = of the=20 savings association under =A7574.4 of this part, within one year = or such=20 shorter period of time and in the manner that the Office may = order.

(e) Prohibited acquisitions. No acquisition shall be = approved by=20 the Office pursuant to =A7574.3(a) which would result in the = formation by=20 any company, through one or more subsidiaries or through one or = more=20 transactions, of a multiple savings and loan holding company = controlling=20 savings associations in more than one state where the acquisition = causes a=20 savings association to become an affiliate of another savings = association=20 with which it was not previously affiliated unless:

(1) Such company, or a savings association subsidiary of such = company,=20 is authorized to acquire control of a savings association = subsidiary, or=20 to operate a home or branch office, in the additional state or = states=20 pursuant to section 13(k) of the Federal Deposit Insurance Act, 12 = U.S.C.=20 1823(k) (or section 408(m) of the National Housing Act as in = effect=20 immediately prior to enactment of the Financial Institutions = Reform,=20 Recovery and Enforcement Act of 1989);

(2) Such company controls a savings association subsidiary = which=20 operated a home or branch office in the additional state or states = as of=20 March 5, 1987; or

(3) The statute laws of the state in which the savings = association,=20 control of which is to be acquired, is located are such that a = savings=20 association chartered by such state could be acquired by a savings = association chartered by the state where the acquiring savings = association=20 or savings and loan holding company is located (or by a holding = company=20 that controls such a state chartered savings association), and = such=20 statute laws specifically authorize such an acquisition by = language to=20 that effect and not merely by implication.

[54 FR 49690, Nov. 30, 1989, as amended at 57 FR 14348, Apr. = 20, 1992;=20 60 FR 66720, Dec. 26, 1995; 61 FR 60184, Nov. 27, 1996; 67 FR = 52035, Aug.=20 9, 2002]

=A7 574.4 Control.

=20 top

(a) Conclusive control. (1) An acquiror shall be deemed = to have=20 acquired control of a savings association, other than a savings = and loan=20 holding company, if the acquiror directly or indirectly, through = one or=20 more subsidiaries or transactions or acting in concert with one or = more=20 persons or companies:

(i) Acquires more than 25 percent of any class of voting stock = of the=20 savings association;

(ii) Acquires irrevocable proxies representing more than 25 = percent of=20 any class of voting stock of the savings association;

(iii) Acquires any combination of voting stock and irrevocable = proxies=20 representing more than 25 percent of any class of voting stock of = a=20 savings association; or

(iv) Controls in any manner the election of a majority of the = directors=20 of the savings association.

(2) An acquiror shall be deemed to have acquired control of a = company,=20 including a savings and loan holding company, if the acquiror = directly or=20 indirectly, or through one or more subsidiaries or transactions or = acting=20 in concert with one or more persons or companies:

(i) Acquires more than 25 percent of any class of voting stock = of the=20 company;

(ii) Acquires irrevocable proxies representing more than 25 = percent of=20 any class of voting stock of the company;

(iii) Acquires any combination of voting stock and irrevocable = proxies=20 representing more than 25 percent of any class of voting stock of = a=20 savings association;

(iv) Controls in any manner the election of a majority of the = directors=20 or trustees of a company;

(v) Is a general partner of a company;

(vi) Has contributed more than 25 percent of the capital of the = company; or

(vii) Is a trustee of a trust.

(3) A company shall be deemed to control a savings association = if the=20 Office finds, after notice and opportunity for hearing, that the = company=20 has the power directly or indirectly, to exercise a controlling = influence=20 over the management or policies of the savings association.

(4) A person shall be deemed to control a savings association = if the=20 Office determines that such person has the power to direct the = management=20 or policies of the savings association.

(b) Rebuttable control determinations. (1) Except as = provided in=20 =A7574.8, an acquiror shall be determined, subject to rebuttal, to = have=20 acquired control of a savings association, if the acquiror = directly or=20 indirectly, or through one or more subsidiaries or transactions or = acting=20 in concert with one or more persons or companies:

(i) Acquires more than 10 percent of any class of voting stock = of the=20 savings association and is subject to any control factor, as = defined in=20 paragraph (c) of this section;

(ii) Acquires more than 25 percent of any class of stock of the = savings=20 association and is subject to any control factor, as defined in = paragraph=20 (c) of this section.

(2) An acquiror shall be determined, subject to rebuttal, to = have=20 acquired control of a savings association, if the acquiror = directly or=20 indirectly, or through one or more subsidiaries or transactions or = acting=20 in concert with one or more persons or companies, holds any = combination of=20 voting stock and revocable and/or irrevocable proxies, = representing more=20 than 25 percent of any class of voting stock of a savings = association,=20 excluding such proxies held in connection with a solicitation by, = or in=20 opposition to, a solicitation on behalf of management of the = savings=20 association, but including a solicitation in connection with an = election=20 of directors, and such proxies would enable the acquiror to:

(i) Elect one-third or more of the savings association's board = of=20 directors, including nominees or representatives of the acquiror = currently=20 serving on such board;

(ii) Cause the savings association's stockholders to approve = the=20 acquisition or corporate reorganization of the savings = association; or

(iii) Exert a continuing influence on a material aspect of the = business=20 operations of the savings association.

(c) Control factors. For purposes of paragraph (b)(1) of = this=20 section, the following constitute control factors. References to = the=20 acquiror include actions taken directly or indirectly, or through = one or=20 more subsidiaries or transactions or acting in concert with one or = more=20 persons or companies:

(1) The acquiror would be one of the two largest holders of any = class=20 of voting stock of the savings association.

(2) The acquiror would hold more than 25 percent of the total=20 stockholders' equity of the savings association.

(3) The acquiror would hold more than 35 percent of the = combined debt=20 securities and stockholders' equity of the savings = association.

(4) The acquiror is party to any agreement:

(i) Pursuant to which the acquiror possesses a material = economic stake=20 in the savings association resulting from a profit-sharing = arrangement,=20 use of common names, facilities or personnel, or the provision of=20 essential services to the savings association; or

(ii) That enables the acquiror to influence a material aspect = of the=20 management or policies of the savings association, other than = agreements=20 to which the savings association is a party where the restrictions = are=20 customary under the circumstances and in the case of an = acquisition=20 agreement, which apply only during the period when the acquiror is = seeking=20 the Office's approval to acquire the savings association, the = agreement=20 prohibits transactions between the acquiror and the savings = association=20 and their respective affiliates without approval by the Regional = Director=20 during the pendency of the application process, and the agreement = contains=20 no material forfeiture provisions applicable to the savings = association in=20 the event the acquisition is not approved or not approved by a = specified=20 date.

(5) The acquiror would have the ability, other than through the = holding=20 of revocable proxies, to direct the votes of more than 25 percent = of a=20 class of the savings association's voting stock or to vote more = than 25=20 percent of a class of the savings association's voting stock in = the future=20 upon the occurrence of a future event.

(6) The acquiror would have the power to direct the disposition = of more=20 than 25 percent of a class of the savings association's voting = stock in a=20 manner other than a widely dispersed or public offering.

(7) The acquiror and/or the acquiror's representatives or = nominees=20 would constitute more than one member of the savings association's = board=20 of directors.

(8) The acquiror or a nominee or management official of the = acquiror=20 would serve as the chairman of the board of directors, chairman of = the=20 executive committee, chief executive officer, chief operating = officer,=20 chief financial officer or in any position with similar = policymaking=20 authority in the savings association.

(d) Rebuttable presumptions of concerted action. An = acquiror=20 will be presumed to be acting in concert with the following = persons and=20 companies:

(1) A company will be presumed to be acting in concert with a=20 controlling shareholder, partner, trustee or management official = of such=20 company with respect to the acquisition of stock of a savings = association,=20 if

(i) Both the company and the person own stock in the savings=20 association,

(ii) The company provides credit to the person to purchase the = savings=20 association's stock, or

(iii) The company pledges its assets or otherwise is = instrumental in=20 obtaining financing for the person to acquire stock of the savings = association;

(2) A person will be presumed to be acting in concert with = members of=20 the person's immediate family;

(3) Persons will be presumed to be acting in concert with each = other=20 where

(i) Both own stock in a savings association and both are also=20 management officials, controlling shareholders, partners, or = trustees of=20 another company, or

(ii) One person provides credit to another person or is = instrumental in=20 obtaining financing for another person to purchase stock of the = savings=20 association;

(4) A company controlling or controlled by another company and=20 companies under common control will be presumed to be acting in=20 concert;

(5) Persons or companies will be presumed to be acting in = concert where=20 they constitute a group under the beneficial ownership reporting = rules=20 under section 13 or the proxy rules under section 14 of the = Securities=20 Exchange Act of 1934, promulgated by the Securities and Exchange=20 Commission.

(6) A person or company will be presumed to be acting in = concert with=20 any trust for which such person or company serves as trustee, = except that=20 a tax-qualified employee stock benefit plan as defined in = =A7563b.2(a)(39)=20 shall not be presumed to be acting in concert with its trustee or = person=20 acting in a similar fiduciary capacity solely for the purposes of=20 determining whether to combine the holdings of a plan and its = trustee or=20 fiduciary.

(7) Persons or companies will be presumed to be acting in = concert with=20 each other and with any other person or company with which they = also are=20 presumed to act in concert.

(e) Procedures for rebuttal=97 (1) Rebuttal of = control=20 determination. An acquiror attempting to rebut a determination = of=20 control that would arise under paragraph (b) of this section shall = file a=20 submission with the Office setting forth the facts and = circumstances which=20 support the acquiror's contention that no control relationship = would exist=20 if the acquiror acquires stock or obtains a control factor with = respect to=20 a savings association. The rebuttal must be filed and accepted in=20 accordance with this section before the acquiror acquires such = stock or=20 control factor.

(i) An acquiror seeking to rebut the determination of control = arising=20 under paragraph (b)(1) of this section shall submit to the Office = an=20 executed agreement materially conforming to the agreement set = forth at=20 =A7574.100 of this part. Unless agreed to by the Office in = writing, no other=20 agreement or filing shall be deemed to rebut the determination of = control=20 arising under paragraph (b)(1) of this section. If accepted by the = Office,=20 the acquiror shall furnish a copy of the executed agreement to the = association to which the rebuttal pertains.

(ii) An acquiror seeking to rebut the determination of control = with=20 respect to holding of proxies arising under paragraph (b)(2) of = this=20 section shall be subject to the requirements of paragraph (e)(1) = of this=20 section, except that in the case of a rebuttal of the presumption = of=20 control arising under paragraph (b)(2) of this section, the Office = may=20 require the acquiror to furnish information in response to a = specific=20 request for information and depending upon the particular facts = and=20 circumstances, to provide an executed rebuttal agreement = materially=20 conforming to the agreement set forth at =A7574.100 of this part, = with any=20 modifications deemed necessary by the Office.

(2) Presumptions of concerted action. An acquiror = attempting to=20 rebut the presumption of concerted action arising under paragraph = (d) of=20 this section shall file a submission with the Office setting forth = facts=20 and circumstances which clearly and convincingly demonstrate the=20 acquiror's contention that no action in concert exists. Such a = statement=20 must be accompanied by an affidavit, in form and content = satisfactory to=20 the Office, executed by each person or company presumed to be = acting in=20 concert, stating that such person or company does not and shall = not,=20 without having made necessary filings and obtained approval or = clearance=20 thereof under the Holding Company Act or the Control Act, as = applicable,=20 have any agreements or understandings, written or tacit, with = respect to=20 the exercise of control, directly or indirectly, over the = management or=20 policies of the savings association, including agreements relating = to=20 voting, acquisition or disposition of the savings association's = stock. The=20 affidavit shall also recite that the signatory is aware that the = filing of=20 a false affidavit may subject the person or company to criminal = sanctions,=20 would constitute a violation of the Office's regulations at 12 CFR = 563.180(b), and would be considered a =93presumptive = disqualifier=94 under 12=20 CFR 574.7(g)(1)(v).

(3) Determination. A rebuttal filed pursuant to = paragraph (e) of=20 this section shall not be deemed sufficient unless it includes all = the=20 information, agreements, and affidavits required by the Office and = this=20 part, as well as any additional relevant information as the Office = may=20 require by written request to the acquiror. Within 20 calendar = days after=20 proper filing of a rebuttal submission, the Office will provide = written=20 notification of its determination to accept or reject the = submission;=20 request additional information in connection with the submission; = or=20 return the submission to the acquiror as materially deficient. = Within 15=20 calendar days after proper filing of any additional information = furnished=20 in response to a specific request by the Office, the Office shall = notify=20 the acquiror in writing as to whether the rebuttal is thereby = deemed to be=20 sufficient. If the Office fails to notify an acquiror within such = time,=20 the rebuttal shall be deemed to be accepted. The Office may reject = any=20 rebuttal which is inconsistent with facts and circumstances known = to it or=20 where the rebuttal does not clearly and convincingly refute the = rebuttable=20 determination of control or presumption of action in concert, and = may=20 determine to reject a submission solely on such bases.

(f) Safe harbor. Notwithstanding any other provision of = this=20 section, where an acquiror has no intention to participate in or = to seek=20 to exercise control over a savings association's management or = policies,=20 the acquiror may seek to qualify for a safe harbor with respect to = its=20 ownership of stock of a savings association.

(1) In order to qualify for the safe harbor, an acquiror must = submit a=20 certification to the OTS that shall be signed by the acquiror or = an=20 authorized representative thereof and shall read as follows:

The undersigned makes this submission pursuant to =A7574.4(f) = of the=20 regulations of the Office of Thrift Supervision (=93Office=94) = with respect to=20 [name of savings association] and hereby certifies to the Office = the=20 following:

The undersigned is not in control of [name of savings = association]=20 under =A7574.4(a);

The undersigned is not subject to any control factor as = enumerated in=20 =A7574.4(c) with respect to the [name of savings association];

The undersigned will not solicit proxies relating to the voting = stock=20 of [name of savings association];

Before any change in status occurs that would bring the = undersigned=20 within the scope of =A7574.4 (a) or (b), the undersigned will file = and=20 obtain approval of a rebuttal, notice or application, as = appropriate.

The undersigned has not acquired stock of [name of savings = association]=20 for the purpose or effect of changing or influencing the control = of [name=20 of savings association] or in connection with or as a participant = in any=20 transaction having such purpose or effect.

(2) An acquiror claiming safe-harbor status may vote freely and = dissent=20 with respect to its own stock. Certifications provided for in this = paragraph must be filed with OTS in accordance with =A7=A7516.30 = and 516.40 of=20 this chapter.

[54 FR 49690, Nov. 30, 1989, as amended at 57 FR 14349, Apr. = 20, 1992;=20 60 FR 66720, Dec. 26, 1995; 66 FR 13009, Mar. 2, 2001]

=A7 574.5 Certifications of = ownership.

=20 top

(a) Acquisition of stock. (1) Upon the acquisition of = beneficial=20 ownership that exceeds, in the aggregate, 10 percent of any class = of stock=20 of a savings association or additional stock above 10 percent of = the stock=20 of a savings association occurring after December 26, 1985, an = acquiror=20 shall file with the OTS a certification as described in this = section.

(2) The certification filed pursuant to this section shall be = signed by=20 the acquiror or an authorized representative thereof and shall = read as=20 follows:

The undersigned is the beneficial owner of 10 percent or more = of a=20 class of stock of [name of savings association or holding = company]. The=20 undersigned is not in control of such association or company, as = defined=20 in 12 CFR 574.4(a), and is not subject to a rebuttable = determination of=20 control under =A7574.4(b), and will take no action that would = result in a=20 determination of control or a rebuttable determination of control = without=20 first filing and obtaining approval of an application under the = Savings=20 and Loan Holding Company Act, 12 U.S.C. 1467a, or notice under the = Change=20 in Bank Control Act, 12 U.S.C. 1817(j), or filing and obtaining = acceptance=20 by the Office of Thrift Supervision of a rebuttal of the = rebuttable=20 determination of control.

(3) Notwithstanding anything contained in this paragraph (a), = an=20 acquiror is not required to file a certification if (i) the Office = has=20 approved the acquisition of the savings association or (ii) the = acquiror=20 has filed a materially complete application or notice pursuant to = =A7574.3=20 of this part.

(b) Privacy. All certifications filed under this = =A7574.5 shall be=20 for the information of the Office in connection with its = examination=20 functions and shall be provided confidential treatment by the = Office.

[54 FR 49690, Nov. 30, 1989, as amended at 57 FR 14349, Apr. = 20, 1992;=20 59 FR 53571, Oct. 25, 1994]

=A7 574.6 Procedural = requirements.

=20 top

(a) Form of application or notice. An application, = notice, or=20 informational filing required by =A7574.3 of this part shall be = filed on the=20 Application/Information Filing H=96(e) ____ form. (As specified in = the=20 form's instructions, the blank line following the H=96(e) should = be filled=20 in by applicants with the appropriate =931=94, =931=96S=94, = =932=94, =933=94, or =934=94=20 depending on the type of application.) The specific application=20 requirements for each type of filing are indicated on the form. An = acquiror may request confidential treatment of portions of an = application=20 or notice only by complying with the requirements of paragraph (f) = of this=20 section. In the case of an application involving a merger = (including a=20 merger with an interim association) the Application/Information = Filing=20 H=96(e) ____ form shall be used in lieu of an application that = otherwise=20 would be required for such merger under =A7=A7546.2, 552.13, and = 563.22 of=20 this chapter.

(1) H=96(e)1. This application type shall be filed under = =A7574.3(a)=20 of this part by a company, other than a savings and loan holding = company,=20 for approval to acquire direct or indirect control of one savings=20 association.

(2) H=96(e)1=96S. This application type shall be filed = under=20 =A7574.3(a) of this part by a savings association for approval to = reorganize=20 into a holding company structure, provided that the proposed = transaction=20 satisfies each of the conditions for automatic approval specified = in=20 =A7574.7 (a)(2) and (a)(3) of this part.

(3) H=96(e)2. (i) This application type shall be filed = under=20 =A7574.3(a) of this part:

(A) By a savings and loan holding company for approval to = acquire and=20 hold separately one or more savings associations;

(B) By any other company for approval to acquire and hold = separately=20 more than one savings association;

(C) By a savings and loan holding company for approval of an=20 acquisition of shares issued by a savings association in a = qualified stock=20 issuance pursuant to =A7574.8 of this part; or

(D) By any director, officer, or any individual who owns, = controls, or=20 holds with power to vote (or holds proxies representing) more than = 25=20 percent of the voting shares of a savings and loan holding company = for=20 approval of an acquisition of one or more savings = associations.

(ii) The OTS may determine as a general matter or on a = case-by-case=20 basis not to require application information not relevant to = transactions=20 described in paragraphs (a)(3)(i) (C) and (D) of this section.

(4) H-(e)3. This application shall be used for all = applications=20 filed under =A7574.3(a) of this part:

(i) By a savings and loan holding company for approval of = acquisitions=20 by a merger, consolidation, or purchase of assets of a savings = association=20 or uninsured institution or a savings and loan holding company; = or

(ii) By any company for approval of acquisitions by a merger,=20 consolidation, or purchase of assets of two or more savings=20 associations.

(5) H-(e)4. This information filing shall be used to = claim that=20 a reorganization is exempt from prior written approval of the OTS = under=20 =A7574.3(c)(1)(ii) of this part.

(6) Notice Form 1393, parts A and B. This form shall be = used for=20 all notices filed under =A7574.3(b) of this part regarding the = acquisition=20 of control of a savings association by any person or persons not=20 constituting a company except as provided in paragraph (a)(3) of = this=20 section.

(b) Filing requirements =97(1) Applications, notices, = and=20 rebuttals. (i) Complete copies including exhibits and all = other=20 pertinent documents of applications, notices, and rebuttal = submissions=20 shall be filed with the Region in which the savings association or = associations involved in the transaction have their home office or = offices. Unsigned copies shall be conformed. Each copy shall = include a=20 summary of the proposed transaction.

(ii) Any person or company may amend an application, notice or = rebuttal=20 submission, or file additional information, upon request of the = OTS or, in=20 the case of the party filing an application, notice, or rebuttal, = upon=20 such party's own initiative.

(2) H=96(e)4 Information filing. Any information filing = required=20 to be made to claim that a reorganization is exempt from prior = written=20 approval of the OTS under =A7574.3(c)(1)(ii) of this part shall be = clearly=20 labeled =93H=96(e)4 Information Filing=94.

(c) Sufficiency and waiver. (1) Except as provided in=20 =A7574.6(c)(5), an application or notice filed pursuant to = =A7574.3 (a) or (b)=20 shall not be deemed sufficient unless it includes all of the = information=20 required by the form prescribed by the Office and this part, = including a=20 complete description of the acquiror's proposed plan for = acquisition of=20 control whether pursuant to one or more transactions, and any = additional=20 relevant information as the Office may require by written request = to the=20 applicant. Unless an application or notice specifically indicates=20 otherwise, the application or notice shall be considered to = pertain to=20 acquisition of 100 percent of a savings association's voting = stock. Where=20 an application or notice pertains to a lesser amount of stock, the = Office=20 may condition its approval or non-disapproval to apply only to = such=20 amount, in which case additional acquisitions may be made only by=20 amendment to the acquiror's application or notice and the Office's = approval or non-disapproval thereof. Failure by an applicant to = respond=20 completely to a written request by the Office for additional = information=20 within 30 calendar days of the date of such request may be deemed = to=20 constitute withdrawal of the application, notice, or rebuttal = filing or=20 may be treated as grounds for denial of an application, issuance = of a=20 notice of disapproval of a notice, or rejection of a rebuttal.

(2) The period for the Office's review of any proposed = acquisition will=20 commence upon receipt by the Office of a notice or application = deemed=20 sufficient under paragraph (c)(1) of this section. The Office = shall notify=20 an acquiror in writing within 30 calendar days after proper filing = of an=20 application or notice as to whether an application or = notice=97

(i) Is sufficient;

(ii) Is insufficient, and what additional information is = requested in=20 order to render the application or notice sufficient; or

(iii) Is materially deficient and will not be processed. The = Office=20 shall also notify an acquiror in writing within 15 calendar days = after=20 proper filing of any additional information furnished in response = to a=20 specific request by the Office as to whether the application or = notice is=20 thereby deemed to be sufficient. If the Office fails to so notify = an=20 acquiror within such time, the application or notice shall be = deemed to be=20 sufficient as of the expiration of the applicable period.

(3) After additional information has been requested and = supplied, the=20 Office may request additional information only with respect to = matters=20 derived from or prompted by information already furnished, or = information=20 of a material nature that was not reasonably available from the = acquiror,=20 was concealed, or pertains to developments subsequent to the time = of the=20 Office's initial request for additional information. With regard = to=20 information of a material nature that was not reasonably available = from=20 the acquiror or was concealed at the time an application or notice = was=20 deemed to be sufficient or which pertains to developments = subsequent to=20 the time an application or notice was deemed to be sufficient, the = Office,=20 at its option, may request such additional information as it = considers=20 necessary, or may deem the application or notice not to be = sufficient=20 until such additional information is furnished and cause the = review period=20 to commence again in its entirety upon receipt of such additional=20 information.

(i) The 60-day period for the Office's review of an application = or=20 notice deemed to be sufficient also may be extended by the Office = for up=20 to an additional 30 days.

(ii) The period for the Office's review of a notice may be = further=20 extended not to exceed two additional times for not more than 45 = days each=20 time if=97

(A) The Office determines that any acquiring party has not = furnished=20 all the information required under this part;

(B) In the Office's judgment, any material information = submitted is=20 substantially inaccurate;

(C) The Office has been unable to complete an investigation of = each=20 acquiror because of any delay caused by, or the inadequate = cooperation of,=20 such acquiror; or

(D) The Office determines that additional time is needed to = investigate=20 and determine that no acquiring party has a record of failing to = comply=20 with the requirements of subchapter II of chapter 53 of title 31 = of the=20 United States Code.

(4) With respect to an H=96(e)4 information filing, the Chief = Counsel or=20 his or her designee shall have 30 days after receipt of a filing = deemed=20 sufficient to disapprove the assertion that the company qualifies = for the=20 exemption provided in =A7574.3(c)(1)(ii). After the expiration of = such=20 30-day period without response from the Chief Counsel, the filing = shall be=20 deemed to be approved.

(5) The Office may waive any requirements of this paragraph (c) = determined to be unnecessary by the Office, upon its own = initiative, upon=20 the written request of an acquiring person, or in a supervisory = case.

(d) Public notice. (1) The acquiror must publish a = public notice=20 of an application under =A7574.3(a) or =A7574.8 of this chapter or = a notice=20 under =A7574.3(b) of this chapter, in accordance with the = procedures in=20 subpart B of part 516 of this chapter. Promptly after publication, = the=20 acquiror must transmit copies of the public notice and the = publisher's=20 affidavit to OTS.

(2) The acquiror must provide a copy of the public notice to = the=20 savings association whose stock is sought to be acquired, and may = provide=20 a copy of the public notice to any other person who may have an = interest=20 in the application.

(3) OTS will notify the appropriate state supervisor and will = notify=20 persons whose requests for announcements, as described in 12 CFR = part=20 563e, Appendix B, have been received in time for the notification. = OTS may=20 also notify any other persons who may have an interest in the = application=20 or notice.

(e) Submission of comments. Commenters may submit = comments on=20 the application or notice in accordance with the procedures in = subpart C=20 of part 516 of this chapter.

(f) Disclosure. (1) Any application, notice, other = filings,=20 public comment, or portion thereof, made pursuant to this part for = which=20 confidential treatment is not requested in accordance with this = paragraph=20 (f), shall be immediately available to the public and not subject = to the=20 procedures set forth herein. Public disclosure shall be made of = other=20 portions of an application, notice, other filing or public comment = in=20 accordance with paragraph (f)(2) of this section, the provisions = of the=20 Freedom of Information Act (5 U.S.C. 552a) and parts 503 and 505 = of this=20 chapter. Applicants and other submitters should provide = confidential and=20 non-confidential versions of their filings, as described in = =A7574.6(f) (2)=20 and (3) in order to facilitate this process.

(2) Any person who submits any information or causes or permits = any=20 information to be submitted to the Office pursuant to this part = may=20 request that the Office afford confidential treatment under the = Freedom of=20 Information Act to such information for reasons of personal = privacy or=20 business confidentiality, which shall include such information = that would=20 be deemed to result in the commencement of a tender offer under = =A7240.14d=962=20 of title 17 of the Code of Federal Regulations, or for any other = reason=20 permitted by Federal law. Such request for confidentiality must be = made=20 and justified in accordance with paragraph (f)(5) of this section = at the=20 time of filing, and must, to the extent practicable, identify with = specificity the information for which confidential treatment may = be=20 available and not merely indicate portions of documents or entire=20 documents in which such information is contained. Failure to = specifically=20 identify information for which confidential treatment is = requested,=20 failure to specifically justify the bases upon which = confidentiality is=20 claimed in accordance with paragraph (f)(5) of this section, or = overbroad=20 and indiscriminate claims for confidential treatment, may be bases = for=20 denial of the request. In addition, the filing party should take = all steps=20 reasonably necessary to ensure, as nearly as practicable, that at = the time=20 the information is first received by the Office (i) it is supplied = segregated from information for which confidential treatment is = not being=20 requested, (ii) it is appropriately marked as confidential, and = (iii) it=20 is accompanied by a written request for confidential treatment = which=20 identifies with specificity the information as to which = confidential=20 treatment is requested. Any such request must be substantiated in=20 accordance with paragraph (f)(5) of this section.

(3) All documents which contain information for which a request = for=20 confidential treatment is made or the appropriate segregable = portions=20 thereof shall be marked by the person submitting the records with = a=20 prominent stamp, typed legend, or other suitable form of notice on = each=20 page or segregable portion of each page, stating =93Confidential = Treatment=20 Requested by [name].=94 If such marking is impracticable under the = circumstances, a cover sheet prominently marked =93Confidential = Treatment=20 Requested by [name]=94 should be securely attached to each group = of records=20 submitted for which confidential treatment is requested. Each of = the=20 records transmitted in this manner should be individually marked = with an=20 identifying number and code so that they are separately = identifiable.

(4) A determination as to the validity of any request for = confidential=20 treatment may be made when a request for disclosure of the = information=20 under the Freedom of Information Act is received, or at any time = prior=20 thereto. If the Office receives a request for the information = under the=20 Freedom of Information Act, OTS will advise the filing party = before it=20 discloses material for which confidential treatment has been=20 requested.

(5) Substantiation of a request for confidential treatment = shall=20 consist of a statement setting forth, to the extent appropriate or = necessary for the determination of the request for confidential = treatment,=20 the following information regarding the request:

(i) The reasons, concisely stated and referring to specific = exemptive=20 provisions of the Freedom of Information Act, why the information = should=20 be withheld from access under the Freedom of Information Act;

(ii) The applicability of any specific statutory or regulatory=20 provisions which govern or may govern the treatment of the=20 information;

(iii) The existence and applicability of any prior = determination by the=20 Office, other Federal agencies, or a court, concerning = confidential=20 treatment of the information;

(iv) The adverse consequences to a business enterprise, = financial or=20 otherwise, that would result from disclosure of confidential = commercial or=20 financial information, including any adverse effect on the = business'=20 competitive position;

(v) The measures taken by the business to protect the = confidentiality=20 of the commercial or financial information in question and of = similar=20 information, prior to, and after, its submission to the = Office;

(vi) The ease or difficulty of a competitor's obtaining or = compiling=20 the commercial or financial information;

(vii) Whether commercial or financial information was = voluntarily=20 submitted to the Office, and, if so, whether and how disclosure of = the=20 information would tend to impede the availability of similar = information=20 to the Office;

(viii) The extent, if any, to which portions of the = substantiation of=20 the request for confidential treatment should be afforded = confidential=20 treatment;

(ix) The amount of time after the consummation of the proposed=20 acquisition for which the information should remain confidential = and a=20 justification thereof;

(x) Such additional facts and such legal and other authorities = as the=20 requesting person may consider appropriate.

(6) Any person requesting access to an application, notice, = other=20 filing, or public comment made pursuant to this part for purposes = of=20 commenting on a pending submission may prominently label such = request:=20 =93Request for Disclosure of Filing(s) Made Under part = 574/Priority=20 Treatment Requested.=94

(g) Supervisory cases. The provisions of paragraphs (d), = (e) and=20 (f) of this section may be waived by the Office in connection with = a=20 transaction approved by the Office for supervisory reasons.

(h) Notification of State supervisor. Upon receiving a = notice=20 relating to an acquisition of control of a state-chartered savings = association, the Office shall forward a copy of the notice to the=20 appropriate state savings and loan association supervisory agency, = and=20 shall allow 30 days within which the views and recommendations of = such=20 state supervisory agency may be submitted. The Office shall give = due=20 consideration to the views and recommendations of such state = agency in=20 determining whether to disapprove any proposed acquisition.=20 Notwithstanding the provisions of this paragraph (h), if the = Office=20 determines that it must act immediately upon any notice of a = proposed=20 acquisition in order to prevent the default of the association = involved in=20 the proposed acquisition, the Office may dispense with the = requirement of=20 this paragraph (h) or, if a copy of the notice is forwarded to the = state=20 supervisory agency, the Office may request that the views and=20 recommendations of such state supervisory agency be submitted = immediately=20 in any form or by any means acceptable to the Office.

(i) Additional procedures for acquisitions involving = mergers.=20 Acquisitions of control involving mergers (including mergers = with an=20 interim association) shall also be subject to the procedures set = forth in=20 =A7563.22 of this chapter to the extent applicable, except as = provided in=20 paragraph (a) of this section.

(j) Additional procedures for acquisitions of recently = converted=20 savings associations. Applications, notices and rebuttals = involving=20 acquisitions of the stock of a recently converted savings = association=20 under =A7563b.3(i)(3) of this chapter shall also address the = criteria for=20 approval set forth at =A7563b.3(i)(5) of this chapter.

[54 FR 49690, Nov. 30, 1989, as amended at 55 FR 13517, Apr. = 11, 1990;=20 57 FR 14349, Apr. 20, 1992; 59 FR 28470, June 2, 1994; 60 FR = 66720, Dec.=20 26, 1995; 61 FR 65179, Dec. 11, 1996; 66 FR 13009, Mar. 2, 2001; = 69 FR=20 68250, Nov. 24, 2004]

=A7 574.7 Determination by the = OTS.

=20 top

(a) Acquisition by a company. (1) The Office shall = approve an=20 application by any company other than a savings and loan holding = company=20 to acquire control of one savings association unless it determines = that=20 the criteria set forth in paragraph (c) of this section are not = met.=20 Acquisitions involving mergers with an interim association shall = also be=20 subject to =A7=A7546.2, 552.13, and 563.22 of this chapter.

(2) Subject to compliance with the requirements of =A7=A7546.2, = 552.13 and=20 563.22, as applicable, an application filed pursuant to = =A7574.6(a)(2) by a=20 savings association solely for the purpose of obtaining approval = for the=20 creation of a savings and loan holding company by such savings=20 association, and related applications for permission to organize = an=20 interim federal association, and for merger with such interim = association,=20 shall be deemed to be approved 45 calendar days after such = applications=20 are properly filed in accordance with the procedures set forth = herein,=20 unless, prior to such date:

(i) The Office has requested additional information of the = applicant in=20 writing;

(ii) Notified the applicant that the application is materially=20 deficient and will not be processed; or

(iii) Denied the application prior to that time; provided that = to be=20 eligible for approval under this paragraph (a)(2):

(A) The holding company shall not be capitalized initially in = an amount=20 exceeding the amount the savings association is permitted to pay = in=20 dividends to its holding company as of the date of the = reorganization=20 pursuant to applicable regulations or, in the absence thereof, = pursuant to=20 the then current policy guidelines issued by the OTS;

(B) The creation of the savings and loan holding company by the = association is the sole transaction contained in the application, = and=20 there are no other transactions requiring Office approval incident = to the=20 creation of the holding company (other than the creation of an = interim=20 association that will disappear upon consummation of the = reorganization=20 and the merger of the savings association with such interim = association to=20 effect the reorganization), and the holding company is not also = seeking=20 any regulatory waivers, regulatory forbearances, or resolution of = legal or=20 supervisory issues;

(C) The board of directors and executive officers of the = holding=20 company are composed of persons who, at the time of acquisition, = are=20 executive officers and directors of the association;

(D) The acquisition raises no significant issues of law or = policy under=20 then current Office policy;

(E) Prior to consummation of the reorganization transaction, = the=20 holding company shall enter into any dividend limitation, = regulatory=20 capital maintenance, or prenuptial agreement required by Office=20 regulations, or in the absence thereof, required pursuant to = policy=20 guidelines issued by the OTS;

(F) The holding company shall furnish the following information = in=20 accordance with the specified time frames:

( 1 ) On the business day prior to the date of = consummation of=20 the acquisition, the chief financial officers of the holding = company and=20 the savings association shall certify to the OTS in writing that = no=20 material adverse events or material adverse changes have occurred = with=20 respect to the financial condition or operations of the holding = company or=20 the savings association since the date of the financial statements = submitted with the application;

( 2 ) No later than thirty days from the date of = consummation of=20 the acquisition, the holding company shall file with the OTS a=20 certification by legal counsel stating the effective date of the=20 acquisition, the exact number of shares of stock of the savings=20 association acquired by the holding company, and that the = acquisition has=20 been consummated in accordance with the provisions of all = applicable laws=20 and regulations and the application;

( 3 ) No later than thirty days from the date of = consummation of=20 the acquisition, the holding company shall file with the OTS an = opinion=20 from its independent auditors certifying that the transaction was=20 consummated in accordance with generally accepted accounting = principles;=20 and

( 4 ) No later than thirty days from the date of = consummation of=20 the acquisition, the holding company shall file with the OTS a=20 certification stating that the holding company will not cause the = savings=20 association to deviate materially from the business plan submitted = in=20 connection with the application, unless prior written approval = from the=20 OTS is obtained;

(G) In the event an interim association is utilized to = facilitate the=20 reorganization transaction, the resulting association shall, no = later than=20 30 days from the date of consummation of the reorganization = transaction,=20 furnish a certification by legal counsel stating:

( 1 ) The effective date of the merger involving the = interim=20 association and that the merger has been consummated in accordance = with=20 the Agreement and Plan of Reorganization or similar document = pursuant to=20 which the transaction was accomplished;

( 2 ) The interim association has not opened for = business;

( 3 ) The merger was consummated within 120 calendar = days of the=20 date of approval: and

( 4 ) After completion of the organization of the = interim=20 association, the board of directors of the interim association = ratified=20 the Agreement and Plan of Reorganization or similar document; = and

(H) The proposed acquisition shall be consummated within 120 = days after=20 the application is automatically approved under this = =A7574.7(a)(2).

(3) To the extent that an association reorganizing into holding = company=20 form is subject to provisions relating to its mutual to stock = conversion=20 imposed by l2 CFR 563b.3(c)(9), (c)(17), (c)(18), (c)(19), (g)(1) = or (i),=20 such provisions shall be applicable to any holding company = approved=20 automatically pursuant to paragraph (a)(2) of this section.

(b) Acquisition by a savings and loan holding company. = The=20 Office shall not approve an acquisition by a savings and loan = holding=20 company to acquire control of a savings association, by any other = company=20 to acquire control of more than one savings association, by any = director=20 or officer of a savings and loan holding company, or any = individual who=20 owns, controls, or holds with power to vote (or holds proxies=20 representing) more than 25 percent of the voting stock of a = savings and=20 loan holding company to acquire control of a savings association, = or by a=20 savings and loan holding company to acquire a qualified stock = issuance by=20 a savings association pursuant to =A7574.8 of this part, except in = accordance with paragraph (c) of this section. Before approving = any such=20 acquisition, except a transaction under section 13(k) of the = Federal=20 Deposit Insurance Act, the Office shall request from the Attorney = General=20 and consider any report rendered within 30 days of such request on = the=20 competitive factors involved. Acquisitions involving mergers = (including=20 mergers with an interim association) shall also be subject to = =A7=A7546.2,=20 552.13, and 563.22 of this chapter.

(c) Application criteria. (1) The OTS may deny an = application by=20 a company or certain persons, described in paragraph (b) of this = section,=20 affiliated with a savings and loan holding company, to acquire = control of=20 a savings association, or by a savings and loan holding company to = acquire=20 a qualified stock issuance pursuant to =A7574.8 of this part:

(i) If the OTS finds that the financial and managerial = resources and=20 future prospects of the acquiror and association involved would be = detrimental to the association or the insurance risk of the = Deposit=20 Insurance Fund; or

(ii) If the acquiror fails or refuses to furnish information = requested=20 by the OTS.

(2) Consideration of the managerial resources of a company or = savings=20 association shall include consideration of the competence, = experience, and=20 integrity of the officers, directors, and controlling shareholders = of the=20 company or association. In connection with the applications filed = pursuant=20 to =A7=A7574.6 (a)(3) and 574.8 of this part, the OTS will also = consider the=20 convenience and needs of the community to be served. Moreover, the = OTS=20 shall not approve any proposed acquisition:

(i) Which would result in a monopoly, or which would be in = furtherance=20 of any combination or conspiracy to monopolize or to attempt to = monopolize=20 the savings and loan business in any part of the United = States;

(ii) The effect of which on any section of the country may be=20 substantially to lessen competition, or tend to create a monopoly, = or=20 which in any other manner would be in restraint of trade, unless = the OTS=20 finds that the anticompetitive effects of the proposed acquisition = are=20 clearly outweighed in the public interest by the probable effect = of the=20 acquisition in meeting the convenience and needs of the community = to be=20 served;

(iii) If the company fails to provide adequate assurances to = the OTS=20 that the company will make available to the OTS such information = on the=20 operations or activities of the company, and any affiliate of the = company,=20 as the OTS determines to be appropriate to determine and enforce=20 compliance with the Home Owners' Loan Act; or

(iv) In the case of an application by a foreign bank, if the = foreign=20 bank is not subject to comprehensive supervision or regulation on = a=20 consolidated basis by the appropriate authorities in the home = country of=20 the foreign bank. For purposes of this paragraph (c)(2)(iv),=20 =93comprehensive supervision or regulation on a consolidated basis = by the=20 appropriate authorities=94 shall be determined using the standards = set forth=20 at 12 CFR 211.24(c)(1)(ii).

(d) Notice criteria. In making its determination whether = to=20 disapprove a notice, the Office may disapprove any proposed = acquisition,=20 if the Office determines that:

(1) The proposed acquisition of control would result in a = monopoly or=20 would be in furtherance of any combination or conspiracy to = monopolize or=20 to attempt to monopolize the banking business in any part of the = United=20 States;

(2) The effect of the proposed acquisition of control in any = section of=20 the country may be substantially to lessen competition or to tend = to=20 create a monopoly or the proposed acquisition of control would in = any=20 other manner be in restraint of trade, and the anticompetitive = effects of=20 the proposed acquisition of control are not clearly outweighed in = the=20 public interest by the probable effect of the transaction in = meeting the=20 convenience and needs of the community to be served;

(3) The financial condition of the acquiring person is such as = might=20 jeopardize the financial stability of the association or prejudice = the=20 interests of the depositors of the association;

(4) The competence, experience, or integrity of the acquiring = person or=20 any of the proposed management personnel indicates that it would = not be in=20 the interests of the depositors of the association, the Office, or = the=20 public to permit such person to control the association;

(5) The acquiring person fails or refuses to furnish = information=20 requested by the Office; or

(6) The Office determines that the proposed acquisition would = have an=20 adverse effect on the Deposit Insurance Fund.

(e) Failure to disapprove a notice. If, upon expiration = of the=20 60-day review period of any notice deemed to be sufficient filed = pursuant=20 to =A7574.6(c), or extension thereof, the Office has failed to = disapprove=20 such notice, the proposed acquisition may take place: Provided, = That it is consummated within one year and in accordance with = the=20 terms and representations in the notice and that there is no = material=20 change in circumstances prior to the acquisition.

(f) [Reserved]

(g) Presumptive disqualifiers =97(1) Integrity = factors. The=20 following factors shall give rise to a rebuttable presumption that = an=20 acquiror may fail to satisfy the managerial resources and future = prospects=20 tests of paragraph (c) of this section or the integrity test of = paragraph=20 (d)(4) of this section:

(i) During the 10-year period immediately preceding filing of = the=20 application or notice, criminal, civil or administrative = judgments,=20 consents or orders, and any indictments, formal investigations,=20 examinations, or civil or administrative proceedings (excluding = routine or=20 customary audits, inspections and investigations) that terminated = in any=20 agreements, undertakings, consents or orders, issued against, = entered into=20 by, or involving the acquiror or affiliates of the acquiror by any = federal=20 or state court, any department, agency, or commission of the U.S.=20 Government, any state or municipality, any Federal Home Loan Bank, = any=20 self-regulatory trade or professional organization, or any foreign = government or governmental entity, which involve:

(A) Fraud, moral turpitude, dishonesty, breach of trust or = fiduciary=20 duties, organized crime or racketeering;

(B) Violation of securities or commodities laws or = regulations;

(D) Violation of housing authority laws or regulations; or

(E) Violation of the rules, regulations, codes of conduct or = ethics of=20 a self-regulatory trade or professional organization;

(ii) Denial, or withdrawal after receipt of formal or informal = notice=20 of an intent to deny, by the acquiror or affiliates of the = acquiror,=20 of

(A) Any application relating to the organization of a financial = institution,

(B) An application to acquire any financial institution or = holding=20 company thereof under the Holding Company Act or the Bank Holding = Company=20 Act or otherwise,

(C) A notice relating to a change in control of any of the = foregoing=20 under the Control Act or the Repealed Control Act; or

(D) An application or notice under a state holding company or = change in=20 control statute;

(iii) The acquiror or affiliates of the acquiror were placed in = receivership or conservatorship during the preceding 10 years, or = any=20 management official of the acquiror was a management official or = director=20 (other than an official or director serving at the request of the = Office,=20 the Federal Deposit Insurance Corporation, the Resolution Trust=20 Corporation, or the former Federal Savings and Loan Insurance = Corporation)=20 or controlling shareholder of a company or savings association = that was=20 placed into receivership, conservatorship, or a management = consignment=20 program, or was liquidated during his or her tenure or control or = within=20 two years thereafter;

(iv) Felony conviction of the acquiror, an affiliate of the = acquiror or=20 a management official of the acquiror or an affiliate of the = acquiror;

(v) Knowingly making any written or oral statement to the = Office or any=20 predecessor agency (or its delegate) in connection with an = application,=20 notice or other filing under this part that is false or misleading = with=20 respect to a material fact or omits to state a material fact with = respect=20 to information furnished or requested in connection with such an=20 application, notice or other filing;

(vi) Acquisition and retention at the time of submission of an=20 application or notice, of stock in the savings association by the = acquiror=20 in violation of =A7574.3 or its predecessor sections.

(2) Financial factors. The following shall give rise to = a=20 rebuttable presumption that an acquiror may fail to satisfy the=20 financial-resources and future-prospects tests of paragraph (c) of = this=20 section, or the financial condition test of paragraph (d)(3) of = this=20 section:

(i) Liability for amounts of debt which, in the opinion of the = Office,=20 create excessive risks of default and pressure on the savings = association=20 to be acquired; or

(ii) Failure to furnish a business plan or furnishing a = business plan=20 projecting activities which are inconsistent with economical home=20 financing.

[54 FR 49690, Nov. 30, 1989, as amended at 57 FR 14349, Apr. = 20, 1992;=20 59 FR 28471, June 2, 1994; 59 FR 44627, Aug. 30, 1994; 60 FR = 66720, Dec.=20 26, 1995; 71 FR 19812, Apr. 18, 2006]

=A7 574.8 Qualified stock issuances by=20 undercapitalized savings associations or holding = companies.

=20 top

(a) Acquisitions by savings and loan holding companies. = No=20 savings and loan holding company shall be deemed to control a = savings=20 association solely by reason of the purchase by such savings and = loan=20 holding company of shares issued by such savings association, or = issued by=20 any savings and loan holding company (other than a bank holding = company)=20 which controls such savings association, in connection with a = qualified=20 stock issuance if prior approval of such acquisition is granted by = the=20 Office under this =A7574.8, unless the acquiring savings and loan = holding=20 company, directly or indirectly, or acting in concert with 1 or = more other=20 persons, or through 1 or more subsidiaries, owns, controls, or = holds with=20 power to vote, or holds proxies representing, more than 15 percent = of the=20 voting shares of such savings association or holding company.

(b) Qualification. For purposes of this section, any = issuance of=20 shares of stock shall be treated as a qualified stock issuance if = the=20 following conditions are met:

(1) The shares of stock are issued by=97

(i) An undercapitalized savings association, which for purposes = of this=20 paragraph (b)(1)(i) shall mean any savings association=97

(A) The assets of which exceed the liabilities of such = association;=20 and

(B) Which does not comply with one or more of the capital = standards in=20 effect under section 5(t) of the Home Owners' Loan Act; or

(ii) A savings and loan holding company which is not a bank = holding=20 company but which controls an undercapitalized savings association = if, at=20 the time of issuance, the savings and loan holding company is = legally=20 obligated to contribute the net proceeds from the issuance of such = stock=20 to the capital of an undercapitalized savings association = subsidiary of=20 such holding company.

(2) All shares of stock issued consist of previously unissued = stock or=20 treasury shares.

(3) All shares of stock issued are purchased by a savings and = loan=20 holding company that is registered, as of the date of purchase, = with the=20 Office in accordance with the provisions of section 10(b) of the = Home=20 Owners' Loan Act and the Office's regulations promulgated = thereunder.

(4) Subject to paragraph (c) of this section, the Office = approves the=20 purchase of the shares of stock by the acquiring savings and loan = holding=20 company.

(5) The entire consideration for the stock issued is paid in = cash by=20 the acquiring savings and loan holding company.

(6) At the time of the stock issuance, each savings association = subsidiary of the acquiring savings and loan holding company = (other than=20 an association acquired in a transaction pursuant to section 13(c) = or=20 13(k) of the Federal Deposit Insurance Act, or section 408(m) of = the=20 National Housing Act, as in effect immediately prior to enactment = of the=20 Financial Institutions Reform, Recovery and Enforcement Act of = 1989) has=20 capital (after deducting any subordinated debt, intangible assets, = and=20 deferred, unamortized gains or losses) of not less than=20 61/2percent of the total assets of such savings = association.

(7) Immediately after the stock issuance, the acquiring savings = and=20 loan holding company holds not more than 15 percent of the = outstanding=20 voting stock of the issuing undercapitalized savings association = or=20 savings and loan holding company.

(8) Not more than one of the directors of the issuing = association or=20 company is an officer, director, employee, or other representative = of the=20 acquiring company or any of its affiliates.

(9) Transactions between the savings association or savings and = loan=20 holding company that issues the shares pursuant to this section = and the=20 acquiring company and any of its affiliates shall be subject to = the=20 provisions of section 11 of the Home Owners' Loan Act and the = Office's=20 regulations promulgated thereunder.

(c) Approval of acquisitions=97 (1) Criteria. The = Office,=20 in deciding whether to approve or deny an application filed on the = basis=20 that it is a qualified stock issuance, shall apply the application = criteria set forth in =A7574.7(c) of this part, including the = presumptive=20 disqualifiers set forth in =A7574.7(g) of this part.

(2) Additional capital commitments not required. The = Office=20 shall not disapprove any application for the purchase of stock in=20 connection with a qualified stock issuance on the grounds that the = acquiring savings and loan holding company has failed to undertake = to make=20 subsequent additional capital contributions to maintain the = capital of the=20 undercapitalized savings association at or above the minimum level = required by the Office or any other Federal agency having=20 jurisdiction.

(3) Other conditions. The Office shall impose such = conditions on=20 any approval of an application for the purchase of stock in = connection=20 with a qualified stock issuance as the Office determines to be=20 appropriate, including=97

(i) A requirement that any savings association subsidiary of = the=20 acquiring savings and loan holding company limit dividends paid to = such=20 holding company for such period of time as the Office may require; = and

(ii) Such other conditions as the Office deems necessary or = appropriate=20 to prevent evasions of this section, including, but not limited = to,=20 requiring a rebuttal of control agreement in a form substantially = similar=20 to that appearing at =A7574.100.

(4) Application deemed approved if not disapproved within 90 = days.=20 An application for approval of a purchase of stock in = connection with=20 a qualified stock issuance shall be deemed to have been approved = by the=20 Office if such application has not been disapproved by the Office = before=20 the end of the 90-day period beginning on the date such = application has=20 been deemed sufficient under this part.

(d) No limitation on class of stock issued. The shares = of stock=20 issued in connection with a qualified stock issuance may be shares = of any=20 class.

(e) Application form. A savings and loan holding company = making=20 application to acquire a qualified stock issuance pursuant to this = =A7574.8,=20 shall use Form H-(e)2, as provided in =A7574.6(a)(3).

=A7 574.100 Rebuttal of control=20 agreement.

=20 top

Agreement

Rebuttal of Rebuttable Determination Of Control Under Part = 574

I. WHEREAS

A. [ ] is the owner of [ ] shares (the = =93Shares=94)=20 of the [ ] stock (the =93Stock=94) of [name and address = of=20 association], which Shares represent [ ] percent of a = class of=20 =93voting stock=94 of [ ] as defined under the = Acquisition of=20 Control Regulations (=93Regulations=94) of the Office of Thrift = Supervision=20 (=93Office=94), 12 CFR part 574 (=93Voting Stock=94);

B. [ ] is a =93savings association=94 within the = meaning of the=20 Regulations;

C. [ ] seeks to acquire additional shares of stock = of=20 [ ] (=93Additional Shares=94), such that = [ ]'s ownership=20 thereof will exceed 10 percent of a class of Voting Stock but will = not=20 exceed 25 percent of a class of Voting Stock of [ ]; = [and/or]=20 [ ] seeks to [ ], which would constitute the = acquisition of a =93control factor=94 as defined in the = Regulations (=93Control=20 Factor=94);

D. [ ] does not seek to acquire the [Additional = Shares or=20 Control Factor] for the purpose or effect of changing the control = of=20 [ ] or in connection with or as a participant in any=20 transaction having such purpose or effect;

E. The Regulations require a company or a person who intends to = hold 10=20 percent or more but not in excess of 25 percent of any class of = Voting=20 Stock of a savings association or holding company thereof and that = also=20 would possess any of the Control Factors specified in the = Regulations, to=20 file and obtain approval of an application (=93Application=94) = under the=20 Savings and Loan Holding Company Act (=93Holding Company Act=94), = 12 U.S.C.=20 1467a, or file and obtain clearance of a notice (=93Notice=94) = under the=20 Change in Control Act (=93Control Act=94), 12 U.S.C. 1817(j), = prior to=20 acquiring such amount of stock and a Control Factor unless the = rebuttable=20 determination of control has been rebutted.

F. Under the Regulations, [ ] would be determined to = be in=20 control, subject to rebuttal, of [ ] upon acquisition = of the=20 [Additional Shares or Control Factor];

G. [ ] has no intention to manage or control, = directly or=20 indirectly, [ ];

H. [ ] has filed on [ ], a written = statement=20 seeking to rebut the determination of control, attached hereto and = incorporated by reference herein, (this submission referred to as = the=20 =93Rebuttal=94);

I. In order to rebut the rebuttable determination of contro1,=20 [ ] agrees to offer this Agreement as evidence that the = acquisition of the [Additional Shares or Control Factor] as = proposed would=20 not constitute an acquisition of control under the = Regulations.

II. The Office has determined, and hereby agrees, to act = favorably on=20 the Rebuttal, and in consideration of such a determination and = agreement=20 by the Office to act favorably on the Rebuttal, [ ] and any other=20 existing, resulting or successor entities of [ ] agree with the = Office=20 that:

A. Unless [ ] shall have filed a Notice under the = Control=20 Act, or an Application under the Holding Company Act, as = appropriate, and=20 either shall have obtained approval of the Application or = clearance of the=20 Notice in accordance with the Regulations, [ ] will not, except as = expressly permitted otherwise herein or pursuant to an amendment = to this=20 Rebuttal Agreement:

1. Seek or accept representation of more than one member of the = board=20 of directors of [insert name of association and any holding = company=20 thereof];

2. Have or seek to have any representative serve as the = chairman of the=20 board of directors, or chairman of an executive or similar = committee of=20 [insert name of association and any holding company thereof]'s = board of=20 directors or as president or chief executive officer of [insert = name of=20 association and any holding company thereof];

3. Engage in any intercompany transaction with [ ] = or=20 [ ]'s affiliates;

4. Propose a director in opposition to nominees proposed by the = management of [insert name of association and any holding company = thereof]=20 for the board of directors of [insert name of association and any = holding=20 company thereof] other than as permitted in paragraph A=961;

5. Solicit proxies or participate in any solicitation of = proxies with=20 respect to any matter presented to the stockholders [ ] = other=20 than in support of, or in opposition to, a solicitation conducted = on=20 behalf of management of [ ];

6. Do any of the following, except as necessary solely in = connection=20 with [ ]'s performance of duties as a member of=20 [ ]'s board of directors:

(a) Influence or attempt to influence in any respect the loan = and=20 credit decisions or policies of [ ], the pricing of = services,=20 any personnel decisions, the location of any offices, branching, = the hours=20 of operation or similar activities of [ ];

(b) Influence or attempt to influence the dividend policies and = practices of [ ] or any decisions or policies of = [ ]=20 as to the offering or exchange of any securities;

(d) Exercise, or attempt to exercise, directly or indirectly, = control=20 or a controlling influence over the management, policies or = business=20 operations of [ ]; or

(e) Seek or accept access to any non-public information = concerning=20 [ ].

B. [ ] is not a party to any agreement with=20 [ ].

C. [ ]shallnotassist,aidorabetanyof[ ]'s=20 affiliates or associates that are not parties to this Agreement to = act, or=20 act in concert with any person or company, in a manner which is=20 inconsistent with the terms hereof or which constitutes an attempt = to=20 evade the requirements of this Agreement.

D. Any amendment to this Agreement shall only be proposed in = connection=20 with an amended rebuttal filed by [ ] with the Office = for its=20 determination;

E. Prior to acquisition of any shares of =93Voting Stock=94 of=20 [ ] as defined in the Regulations in excess of the = Additional=20 Shares,anyrequiredfilingwillbemadeby[ ] under the = Control Act=20 or the Holding Company Act and either approval of the acquisition = under=20 the Holding Company Act shall be obtained from the Office or any = Notice=20 filed under the Control Act shall be cleared in accordance with = the=20 Regulations;

F. At any time during which 10 percent or more of any class of = Voting=20 Stock of [ ] is owned or controlled by [ ], = no=20 action which is inconsistent with the provisions of this Agreement = shall=20 be taken by [ ] until [ ] files and either = obtains=20 from the Office a favorable determination with respect to either = an=20 amended rebuttal, approval of an Application under the Holding = Company=20 Act, or clearance of a Notice under the Control Act, in accordance = with=20 the Regulations;

G.Whereanyamendedrebuttalfiledby[ ] is denied or=20 disapproved, [ ] shall take no action which is = inconsistent=20 with the terms of this Agreement, except after either (1) reducing = the=20 amount of shares of Voting Stock of [ ] owned or = controlled by=20 [ ] to an amount under 10 percent of a class of Voting = Stock,=20 or immediately ceasing any other actions that give rise to a = conclusive or=20 rebuttable determination of control under the Regulations; or (2) = filing a=20 Notice under the Control Act, or an Application under the Holding = Company=20 Act, as appropriate, and either obtaining approval of the = Application or=20 clearance of the Notice, in accordance with the Regulations;

H. Where any Application or Notice filed by [ ] is=20 disapproved, [ ] shall take no action which is = inconsistent=20 with the terms of this Agreement, except after reducing the amount = of=20 shares of Voting Stock of [ ] owned or controlled by=20 [ ] to an amount under 10 percent of any class of = Voting Stock,=20 or immediately ceasing any other actions that give rise to a = conclusive or=20 rebuttable determination of control under the Regulations;

I. Should circumstances beyond [ ]'s control result = in=20 [ ] being placed in a position to direct the management = or=20 policies of [ ], then [ ] shall either (1) = promptly=20 file an Application under the Holding Company Act or a Notice = under the=20 Control Act, as appropriate, and take no affirmative steps to = enlarge that=20 control pending either a final determination with respect to the=20 Application or Notice, or (2) promptly reduce the amount of shares = of=20 [ ] Voting Stock owned or controlled by [ ] = to an=20 amount under 10 percent of any class of Voting Stock or = immediately cease=20 any actions that give rise to a conclusive or rebuttable = determination of=20 control under the Regulations;

J. By entering into this Agreement and by offering it for = reliance in=20 reaching a decision on the request to rebut the presumption of = control=20 under the Regulations, as long as 10 percent or more of any class = of=20 Voting Stock of [ ] is owned or controlled, directly or = indirectly, by [ ], and [ ] possesses any = Control=20 Factor as defined in the Regulations, [ ] will submit = to the=20 jurisdiction of the Regulations, including (1) the filing of an = amended=20 rebuttal or Application or Notice for any proposed action which is = prohibited by this Agreement, and (2) the provisions relating to a = penalty=20 for any person who willfully violates or with reckless disregard = for the=20 safety or soundness of a savings association participates in a = violation=20 of the [Holding Company Act or Control Act] and the Regulations=20 thereunder, and any regulation or order issued by the Office.

K. Any violation of this Agreement shall be deemed to be a = violation of=20 the [Holding Company Act or Control Act] and the Regulations, and = shall be=20 subject to such remedies and procedures as are provided in the = [Holding=20 Company Act or Control Act] and the Regulations for a violation = thereunder=20 and in addition shall be subject to any such additional remedies = and=20 procedures as are provided under any other applicable statutes or=20 regulations for a violation, willful or otherwise, of any = agreement=20 entered into with the Office.

III. This Agreement may be executed in one or more = counterparts, each=20 of which shall be deemed an original but all of which counterparts = collectively shall constitute one instrument representing the = Agreement=20 among the parties thereto. It shall not be necessary that any one=20 counterpart be signed by all of the parties hereto as long as each = of the=20 parties has signed at least one counterpart.

IV. This Agreement shall be interpreted in a manner consistent = with the=20 provisions of the Rules and Regulations of the Office.

V. This Agreement shall terminate upon (i) the approval by the = Office=20 of [ ]'s Application under the Holding Company Act or = clearance=20 by the Office of [ ]'s Notice under the Control Act to = acquire=20 [ ], and consummation of the transaction as described = in such=20 Application or Notice, (ii) in the disposition by [ ] = of a=20 sufficient number of shares of [ ], or (iii) the taking = of such=20 other action that thereafter [ ] is not in control and = would=20 not be determined to be in control of [ ] under the = Control=20 Act, the Holding Company Act or the Regulations of the Office as = in effect=20 at that time.

VI. IN WITNESS THEREOF, the parties thereto have executed this=20 Agreement by their duly authorized = officer.

____________________

[Acquiror]

Office of Thrift=20 = Supervision.

Date:____________________
By:____________________
<= /FONT>

[54 FR 49690, Nov. 30, 1989, as amended at 63 FR 71213, Dec. = 24,=20 1998]

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For = questions=20 concerning e-CFR programming and delivery issues, email webteam@gpo.gov.

Section = 508 / Accessibility

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