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FR Y-3F
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Instructions for Preparation of FR Y-3F Application for a Foreign
Organization to Acquire a U.S. Bank or Bank Holding Company
___________________________________________________________

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Purpose
This application collects data that are used to evaluate the presentexisting and pro forma ownership structure and
financial condition of the applicant and its proposed subsidiary(ies), the home country supervisory regime, and the
proposed transaction’s in terms of its effects on (i) competition in the relevant market(s), (ii) and the convenience and
needs of the public, and (iii) the stability of the United States banking and financial system.

Who Must File This Application
This form should be used for applications filed with the Federal Reserve System (the “Federal Reserve”) by Aany
company organized under the laws of a foreign country that is seeking to acquire a U.S. bank or bank holding
company must file this application pursuant to section 3 of the Bank Holding Company Act of 1956, as amended (the
“BHC Act”, - 12 U.S.C. 1842).

Nonbanking Investments and Activities
Certain additional information is required if the applicant, in connection with the proposed transaction, intends to
acquire nonbanking operations, including a savings association or other nonbank insured depository institution, Any
nonbanking investments or activities that are to be acquired under the authority of sections 4(c)(8) and 4(j) of the
BHC Act require the prior approval of the Board and a companion FR Y-4 notification.If Applicant proposes as part
of this transaction to engage, directly or indirectly, in any U.S. nonbanking activity, Applicant must file a companion
FR Y-4 application. (See section 225.28 of the Board of Governors of the Federal Reserve System’s (the “Board’s”)
Regulation Y for a listing of permissible nonbanking activities approved by regulation and section 225.24 for
application procedures to engage in those and other nonbanking activities.) Any nonbanking operations that are to
be acquired under other provisions within section 4 of the BHC Act and that do not require the prior approval of the
Board should be identified separately with relevant authorities cited. (See sections 225.22, 225.86 and 225.170 of
Regulation Y for activities and investments that generally do not require the prior approval of the Board.) See also
Item 178 below.

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Financial Holding Companies

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If the Aapplicant seeks to become a financial holding company in connection with the proposed transaction, it must
submit the necessary written declaration as part of the FR Y-3F filing. The declaration must conform to section 4(l) of
the BHC Act and Regulation Y (sections 225.81 and 225.82, or sections 225.90, 225.91, and 225.92, as appropriate).
The Aapplicant should contact the appropriate Reserve Bank and consult the Board’s public website for further
information.
If the applicant isproposal involves a financial holding company that is seeking to acquire a depository institution that
is not well capitalized or well managed, the Aapplicant must contact the appropriate Reserve Bank regarding the
development and execution of an agreement under section 4(m) of the BHC Act acceptable to the Federal Reserve.
The agreement will outline the actions to be taken by the Aapplicant to address the financial and/ or managerial
deficiencies of the depository institution, and any limitations on the activities of the Aapplicant until those deficiencies
are satisfactorily addressed. The agreement must be executed prior to or upon consummation of the proposed
transaction.

Tiered Applicant Organizations

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In tiered organizations, that consist of more than one foreign bank applicant, each parent foreign bank of the foreign
bank applicant must respond individually to Items 5 (internal controls), 6 (financial information), 7 and 8 (home
country supervision), and 9 (antimoney laundering measures). If anthe applicant organization within the structure is
not a foreign bank, it should consult with the Reserve Bank of the Federal Reserve district in which the head office of

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the applicant or its sole or principal banking subsidiary either will be or is currently located (the “appropriate Reserve
Bank”) the appropriate Reserve Bank regarding the financial and managerial information that should be provided.

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Preparation of Application
For relevant filing information, An Aapplicants should consult the Board’s Regulation Y (12 CFR Part 225), a copy of
which is available on the Board’s public website at www.federalreserve. gov/regulations/ or throughfrom any Reserve
Bank. Additional filing information is also available on the Board’s public website at www.
federalreserve.gov/generalinfo/applications/afi/. An applicant may submit a pre-filing before filing a formal
application.1

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Inquiries regarding the preparation and filing of applications should be directed to the appropriate Reserve Bankas
defined in Regulation Y. Applicants are encouraged to contact Federal Reserve staff as soon as possible for
assistance in identifying the specific type of information that should be provided in the application (particularly
information related to convenience and needs, or competitive or financial stability considerations, and including
management official interlocks subject to Regulation L (12 CFR Part 212)) and to determine whether an examination
of the bank(s) to be acquired will be required in connection with the proposed transaction.
The required application is to be filed by submitting the information requested in this form to the appropriate Reserve
Bank. Applicants are strongly encouraged to submit their applications electronically through the Federal Reserve
System’s web-based application (E-Apps).2 Additional information on E-Apps may be found on the Board’s public
website. Alternative formats to this form, if used, must includeprovide all requested information. In order to be
considered properly filed in accordance with the requirements of the BHC Act, tThe application must be substantially
complete and responsive to alleach item of information requested (including an indication ofthat the answer is ‘‘not
applicable’’ or ‘‘none’’ whereif such is the case) in order to be considered properly filed in accordance with the
requirements of the BHC Act.

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The appropriate Reserve Bank, within the established time limitations, will review the submitted application to
determine if it is substantially complete. If sothe application is considered complete, an acknowledgement letter will
be sent indicating the date the application has been formally accepted for processing. If not considered complete, the
application will be returned to the aApplicant. As necessary to complete the record of the application, a request for
additional information will be sent to the contact person named in the application. Under certain circumstances, name
check and financial information related to individuals involved in a proposed transaction may be required.; sSuch
information for individuals should be submitted on the Interagency Biographical and Financial Report (FR 2081c;
OMB No. 7100-0134), and may be submitted in advance of the application.3 Contact the appropriate Reserve Bank
for further information.

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The Federal Reserve System reserves the right to require the filing of additional statements and information. If any
information initially furnished in the application changes significantly dDuring processing of the application, if there are
any material changes to the information initially furnished in the application, these changes should be communicated
promptly to the appropriate Reserve Bank.

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Publication Requirement

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For applications filed pursuant to section 3 of the BHC Act, the Aapplicant is required toshould publish a notice in a
newspaper of general circulation in the community(ies) in which the head offices of the target bank holding company,
its largest subsidiary bank, and each bank to be directly or indirectly acquired is located. The newspaper notice
should provide opportunity for the public to submit written comments on the proposal for at least 30 calendar days
after the date of publication, and must be published no more than 15 calendar days before and no later than 7
calendar days after the date the application is filed with the appropriate Reserve Bank. The Federal Reserve will
publish notice of the proposal in the Federal Register upon receipt of the application. On written request by the

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1

See SR letter 12-12 on the Board’s public website.

2

The application may alternatively be submitted in paper form.

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3

See SR 15-8 Name Check Process for Domestic and International Applications.

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Aapplicant, the Reserve Bank may publish notice of proposals in the Federal Register may be published up to no
more than 15 calendar days before the application is filed.

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The Aapplicant should consultact with the appropriate Reserve Bank or consult the Board’s public website for the
specific publication format used at that Reserve Bank. A copy of the newspaper notice publication must be provided
to the appropriate Reserve Bank, as required by section 262.3(b) of the Board’s Rules of Procedure. In addition,
proof of newspaper publication should be provided, when available.
The following is a sample notice:
Notice of Application for
(Formation of Bank Holding Company) or
(Acquisition of a Bank or Bank Holding Company by a Bank Holding Company) or
(Merger of Bank Holding Companies)
(Name and location of head office) intends to apply to the Federal Reserve Board for permission to (form a bank
holding company with respect to) (acquire a bank,) (acquire/merge with another bank holding company,) (name and
location of head office). We intend to acquire control of (name of bank and location of head office; include name and
location of savings association or other nonbank insured depository institution, if any). The Federal Reserve
considers a number of factors in deciding whether to approve the application, including the record of performance of
banks we own in helping to meet local credit needs.
You are invited to submit comments in writing on this application to (name of the Reserve Bank contact) at the
Federal Reserve Bank of _______ , (address of appropriate Reserve Bank). The comment period will not end before
(date must be no less than 30 days from the date of publication of the application) and may be somewhat longer. The
Board’s procedures for processing applications may be found at 12 CFR Part 262. Procedures for processing
protested applications may be found at 12 CFR 262.25. To obtain a copy of the Federal Reserve Board’s procedures,
or if you need more information about how to submit your comments on the application, contact (name of Reserve
Bank contact and telephone number). The Federal Reserve will consider your comments and any request for a public
meeting or formal hearing on the application if they are received in writing by the Reserve Bank on or before the last
day of the comment period.

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Confidentiality
Under the provisions of the Freedom of Information Act (the “FOIA”), - 5 U.S.C. § 552), the application is a public
document and available to the public upon request. Once submitted, an application becomes a record of the Board
and may be requested by any member of the public. Board records generally must be disclosed unless they are
determined to fall, in whole or in part, within the scope of one or more of the FOIA exemptions from disclosure.
See 5 U.S.C. § 552(b)(l)-(9).
The exempt categories include (but are not limited to) ‘‘trade secrets and commercial or financial information obtained
from a person and privileged or confidential’’ (exemption 4), and information that, if disclosed, ‘‘would constitute a
clearly unwarranted invasion of personal privacy’’ (exemption 6). The An Aapplicant may request confidential
treatment for any information submitted in or in connection with its application that the Aapplicant believes is exempt
from disclosure under the FOIA. For example, if the Aapplicant is of the opinion that disclosure of commercial or
financial information would likely result in substantial harm to its competitive position or that of its subsidiaries, or that
disclosure of information of a personal nature would result in a clearly unwarranted invasion of personal privacy,
confidential treatment of such information may be requested. Any request for confidential treatment must comply with
the requirements of the Board’s “Rules Regarding Availability of Information” (the “Board’s Rules”), 12 CFR Part 261.
The request for confidential treatment must be submitted in writing concurrently with the filing of the application (or
subsequent related submissions), and must discuss in detail the justification for confidential treatment. Such
justification must be provided for each portion of the application (or related submissions) for which confidential
treatment is requested. The Aapplicant’s reasons for requesting confidentiality must specifically describe the harm
that would result from public release of the information. A statement simply indicating that the information would result
in competitive harm or that it is personal in nature is not sufficient. In addition, (Aa claim that disclosure would violate
the law or policy of a foreign country is not, in and of itself, sufficient to exempt information from disclosure. The

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Aapplicant must demonstrate that disclosure would fall within the scope of one or more of the FOIA exemptions from
disclosure.) The Aapplicant must follow the steps outlined immediately below, and certify in the application (or related
submissions) that these steps have been followed. These same steps must be followed with respect to any
subsequent submission related to this application for which confidential treatment is sought.

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Information for which confidential treatment is requested should be: (1) specifically identified in the public portion of
the application (by reference to the confidential section); (2) separately bound; and (3) labeled “CONFIDENTIAL.”
This application requires the submission of information to the Federal Reserve regarding individuals. The submission
of information on individuals can raise privacy concerns. Some of the details provided may be highly sensitive.
Under limited circumstances, the information may be subject to withholding from public disclosure under the FOIA.
Applicant ultimately is responsible for taking appropriate measures to safeguard the confidentiality of information it
provides to the Federal Reserve, including details regarding individuals.1 With respect to applications that include
information regarding an individual or individuals associated with the proposed transaction, the Board expects the
aApplicant to certify that it has obtained the consent of the individual(s) to public release of such information prior to its
submission to the Board or, in the absence of such consent, to submit (or ensure that the individual(s) submit(s)) a
timely request for confidential treatment of the information in accordance with these instructions. Information
submitted directly by an individual or individuals will become part of the relevant application record, and, accordingly,
will be a Board record subject to being requested by any member of the public under the FOIA.The Federal Reserve
expects Applicant to ensure that it has the legal authority to provide information regarding individuals to the Federal
Reserve Board and, on behalf of each individual, to consent or object to public release of the information.

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Accordingly, Applicant must confirm (on the cover sheet to this filing) that Applicant has the authority (a) to provide
information regarding individuals to the Federal Reserve, and (b) on behalf of each individual, to consent or object to
public release of information regarding that individual. The Federal Reserve will assume, in the absence of a request
for confidential treatment submitted in accordance with the Board’s Rules that the Applicant and individual consent to
public release of all details in the application and in any related submissions containing information concerning that
individual.
The Federal Reserve will determine whether information submitted as confidential will be so regarded, and will advise
the Aapplicant of any decision to make available to the public information labeled ‘‘CONFIDENTIAL.’’ However, it
shall be understood that, without prior notice to the Aapplicant, the Board may disclose or comment on any of the
contents of the application in the Order or Statement issued by the Board in connection with its decision on the
application. The Board’s staff normally will apprise the Aapplicant in the course of the review process that such
information may need to be disclosed in connection with the Board’s action on the application.
For further information on the procedures for requesting confidential treatment and the Board’s procedures for
addressing such requests, consult the Board’s Rules Regarding Availability of Information, 12 CFR part 261,
including 12 CFR 261.15, which specifically addresses governs requests for confidential treatment.

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Newly Chartered or Converting Bank
If a proposed new operating bank or charter conversion is involved, the Aapplicant should contact the appropriate
Reserve Bank before the review process for the charter application of the new or converting bank (and the review
process for any related deposit insurance application)of the proposed new or converted bank begins to determine the
appropriate time(s) when the related Federal Reserve application(s) should be filed, and to discuss the informational
requirements for the specific proposal. Applicants are encouraged to remain in contact with the appropriate Reserve
Bank during the review process of all the relevant applications.

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Supporting Information

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The Federal Reserve specifically reserves the right to require the filing of additional statements and information. The
formal questions in the application are not intended to limit an Aapplicant’s presentation. The Aapplicant bears the full
burden for presenting and documenting a case tohat meets the statutory criteria for approval. Supporting information
for any or all factors, setting forth the basis for the Aapplicant’s judgment, may accompany the application.

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Compliance
The Board expects Aapplicant is expected to comply with all representations and commitments made in this
application. The Aapplicant should immediately contact the appropriate Federal Reserve Bank if there is any material
change in the information contained in the application prior to consummation.

Requested Information
I. Proposed Transaction
Item 1
Provide the following with respect to the Bank/Bank Holding Company to be acquired:
1. Total number of shares of each class of stock outstanding;
1.2.
Number of shares of each class now owned or under option by the Aapplicant, by subsidiaries of the
Aapplicant, by principals of the Aapplicant,4 by trustees for the benefit of the Aapplicant, its subsidiaries,
shareholders, and employees as a class, or by an escrow arrangement instituted by the Aapplicant;
2.3.
Number of shares of each class to be acquired by cash purchase, the amount to be paid, per share and in
total, and the source of funds to be applied to the purchase;
3.4.
Number of shares of each class to be acquired by exchange of stock, the exchange ratio, and the number
and description of each class of the Aapplicant’s shares to be exchanged;
5. A brief description of any unusual contractual terms, emphasizing those terms not disclosed elsewhere in the
application. Also, provide the expiration dates of any contractual arrangement between the parties involved in this
application; A copy of the purchase, operating or other agreements associated with the proposed transaction.
Also, provide and the expiration dates of any contractual arrangement between the parties involved in this
application and a brief description of any unusual contractual terms, especially those terms not disclosed
elsewhere in the application;
4.6.
If the proposed transaction is an acquisition of assets and assumption of liabilities, indicate the total price,
and the source of funds that the applicant intends to use for the proposed purchase, and discuss the effect of the
transaction on the operations of the applicant;
7. Describe briefly the due diligence review conducted on the target company by the Aapplicant. Indicate the scope
of and the resources committed to the review, explain any adverse findings, and describe the corrective action(s)
to be taken to address those deficiencies. As an alternative to developing the foregoing information, provide a
copy of the purchase, operating or other agreements associated with the proposed transaction.;

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8. List all regulatory approvals and filings required for the proposed transaction and provide a copy of any related
required U.S. regulatory filing; and

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9. A copy of any findings, orders, approvals, denials or other documentation regarding the proposed transaction
issued by any regulatory authority.

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4

The term principal as used herein means any individual or corporation that (1) owns or controls, directly or indirectly, individually
or as a member of a group acting in concert, 10 percent or more of the outstanding shares of any class of voting securities or other
voting equity interest of the entity; (2) is a director, trustee, partner, or executive officer; or (3) with or without ownership interest,
participates, or has the authority to participate in major policy-making functions, whether or not the individual has an official title or
is serving without compensation. If the aApplicant believes that any such individual should not be regarded as a principal, the
aApplicant should so indicate and give reasons.

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Item 2

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1. Describe the transaction’s purpose and strategic impact. Identify any changes to the business plan of the
Bank/Bank Holding Company to be acquired or the Resultant Institution. Identify any new business lines.

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2. Discuss any material change in the financial condition of Bank/Bank Holding Company since the most recent
examination/inspection. Indicate the amount of any dividend payment by Bank/Bank Holding Company since the
date of the most recent report of condition and report of income and dividends. Also, indicate the amount of any
Bank/Bank Holding Company dividends that are planned prior to consummation. For applications filed pursuant to
section 3(a)(1) of the BHC Act, provide for Bank a copy of all schedules from the most recent report of condition
and report of income and dividends as filed with a Federal supervisory authority.
Item 3
1. For applications filed pursuant to section 3(a)(1) of the BHC Act, which concernsrepresents the initial acquisition of
bank shares or assets, provide for the Aapplicant and the Bank a list of principals (including changes or additions
to this list to reflect consummation of the transaction). With regard to each principal, providinge information with
respect to each as follows:

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a. Name and address (City and State/Country). If the principal’s country of citizenship is different from his or her
country of residence, then state the country of citizenship;.
b. Title or positions with the Aapplicant and the Bank.
b.c. Number and percentage of each class of shares of the applicant and the Bank owned, controlled, or held with
power to vote by this individual.5
c.d.

Principal occupation if other than with the Aapplicant or the Bank; and.

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e. Percentage of direct or indirect ownership, if such ownership represents 10 percent or more of any class of
shares, or positions held in any other U.S. depository institution or depository institution holding company.6
Give the name and location of such other U.S. depository institution or depository institution holding company.
(Information that has been collected or updated within the past 12 months may be submitted, unless the
Aapplicant has reason to believe that such information is incorrect.)
f. Interagency Biographical and Financial Reports (IBFRs) are required for certain individuals. Consult with the
appropriate Reserve Bank for guidance on who should file an IBFR. See SR 15-8 Name Check Process for
Domestic and International Applications for more details.
d.g. If the principal is a corporation or partnership, provide financial statements (balance sheets and income
statements) for the two most recent fiscal years and the most recent quarter end. Discuss any negative trends
in the financial statements.
2. For application filed pursuant to sections 3(a)(3) of the BHC Act, which concerns subsequent acquisition of bank
shares, or 3(a)(5) of the BHC Act, which concerns bank holding company mergers, list any changes in
management or other principal relationships for the Aapplicant and theany other Bank(s)/Bank Holding
Company(ies) whichthat wouldill result from the proposal. For any existing or proposed principal of the Aapplicant
or the Bank/Bank Holding Company that is also a principal of any other U.S. depository institution or depository
institution holding company, provide the following information:

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5

Include shares owned, controlled or held with power to vote by principal’s spouse, dependents, and other immediate family
members. Give record ownership and, to the extent information is available, beneficial ownership of shares held by trustees,
nominees, or in street names.

6

For purposes of the application, a depository institution is defined as a commercial bank (including a private bank), a savings
bank, a trust company, a savings and loan association, a homestead association, a cooperative bank, an industrial bank, or a credit
union.

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a. Name, address, and title or position with the Aapplicant, Bank/Bank Holding Company, and theany other U.S.
depository institution or depository institution holding company (give name and location of the other U.S.
depository institution or depository institution holding company).;

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a.b. Number and percentage of each class of shares of t h e a pplicant and Bank/Bank Holding Company
owned, controlled, or held with power to vote by this individual.7

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b.c.

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Principal occupation if other than with the Aapplicant or the Bank/Bank Holding Company.; and

d. Percentage of direct or indirect ownership held in the other U.S. depository institution or depository institution
holding company if such ownership represents 10 percent or more of any class of shares. (Information that has
been collected or updated within the past 12 months may be substituted, unless the Aapplicant has reason to
believe that such information is incorrect.)

II. Operations, Structure, and Ownership of Applicant
Item 4
1. For a foreign organization seeking initial entry:
a. Discuss whether the Aapplicant engages directly in the business of banking outside the United States. In this
regard, the aApplicant should address whether it engages directly in banking activities usual in connection with
the business of banking in the countries in which it is organized or operating.
b. Provide a brief history of the Aapplicant, including ranking by asset size in the home country.
c. Provide a brief summary of the Aapplicant’s experience in inter-national banking. The discussion should include
a general description of the volume and character of the Aapplicant’s current international business and the
location, number, and asset size of direct offices overseas.
d. Provide an organization chart for the Aapplicant and its ultimate parent, if any, showing all subsidiaries of the
Aapplicant and its ultimate parent.8

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e. Provide the name, asset size, general activities, place of incorporation, and ownership share held by the
Aapplicant for each of the Aapplicant’s direct and indirect subsidiariesy that comprise 1 percent or more of the aApplicant’s worldwide consolidated assets.
f. List all persons (natural oras well as legal) in the upstream chain of ownership of the Aapplicant who, directly or
indirectly, own 5 percent or more of the voting shares of the Aapplicant and its ultimate parent, if any. Provide
information concerning any voting agreements or other mechanisms that exist among shareholders for the
exercise of control over the Aapplicant or its ultimate parent.
g. For the two individuals with the most senior decision-making authority for any applicant foreign bank, provide
the biographical information requested in the Interagency Biographical and Financial Report FR 2081c (the
Financial Report need not be provided). This information may be submitted in advance of the application. See
SR 15-8 Name Check Process for Domestic and International Applications for more details.
h. Provide for Applicant and Bank/Bank Holding Company copies of their most recent quarterly and annual reports
prepared for shareholders. Describe the methods used by the applicant to monitor and control its operations,
including those of its domestic and foreign subsidiaries and offices (e.g., through internal reports and internal
audits). Note the scope and frequency of those methods and whether the methods are subject to review by

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7

As defined in footnote #3.

8

The ‘‘ultimate parent’’ of a foreign bank is the parent of the foreign bank that is not a subsidiary of any other company. A
‘‘subsidiary’’ is any organization 25 percent or more of whose voting shares is directly or indirectly owned, controlled, or held with
the power to vote by a company, including a foreign bank or foreign banking organization, or any organization that is otherwise
controlled or capable of being controlled by foreign bank or foreign banking organization.

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external auditors and/or the home country supervisor. Also, state whether audit results are shared with the
home country supervisor and/or the applicant’s external auditors.

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2. For a foreign organization that has previously been approved to acquire a U.S. bank or to establish a U.S. branch
or agency:
a. Provide current information on the foreign bank’s ranking by asset size in the home country.
b. Provide current information regarding all persons (natural as well as legal) in the upstream chain of ownership
of the Aapplicant who, directly or indirectly, own 5 percent or more of the voting shares of the foreign bank and
its ultimate parent, if any. Provide information concerning any voting agreements or other mechanisms that
exist among shareholders for the exercise of control over the applicantforeign bank or its ultimate parent(s).
b.c. Confirm (or modify as appropriate) that there have been no material changes in the methods used by the
foreign bank to monitor and control its operations, including those of its domestic and foreign subsidiaries, since
the Federal Reserve’s most recent determination that the foreign bank is subject to comprehensive
consolidated supervision.
Item 5
1.
for a foreign organization seeking initial entry: Describe the methods used by Applicant to monitor and
control its operations, including those of its domestic and foreign subsidiaries and offices (e.g., through internal
reports and internal audits). Note the scope and frequency of those methods and whether the methods are subject
to review by external auditors and/or the home country supervisor. Also, state whether audit results are shared
with the home country supervisor and/or Applicant’s external auditors.

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1.
For a foreign organization that has previously been approved to acquire a U.S. bank or to establish a U.S.
branch or agency:Confirm (or modify as appropriate) that there have been no material changes in the methods
used by the foreign bank to monitor and control its operations, including those of its domestic and foreign
subsidiaries, since the Federal Reserve’s most recent determination that the foreign bank is subject to
comprehensive consolidated supervision.

III. Financial and Managerial Information
The financial statements should be stated in the local currency of the country in which the head office of Applicant is
located. The financial statements may also be stated in U.S. dollars, but conversion to U.S. dollars is not required.
The statements should be prepared in accordance with local accounting practices; however, Provide Aan explanation
of the accounting terminology and the major features of the accounting standards used in the preparation of the
financial statements must be provided. This explanation should include a discussion of the following practices and
any other material practices as determined by the Aapplicant:
•

•

•

•

The accounting principles used for consolidation of investments on a line-by-line basis in the preparation of the
financial statements. Comments should address the method and/or criteria by which the majority-owned
companies are consolidated on a line-by-line basis, and the basis for carrying value and manner of income
recognition of any majority-owned subsidiaries that are not consolidated on a line-by-line basis. The method of
valuation of the investments in which the Aapplicant owns between 20 percent and 50 percent, i.e., historical cost,
net asset value (book value), market value, or appraised value, and the manner of the recognition of income
should be included.
The accounting practices used in the valuation, e.g., historical cost, net asset value (book value), market value, or
appraised value, of short-term investments, long-term investments, and fixed assets. Comments should disclose
the manner of the recognition of increases and/or decreases in the value of the assets.
The method of recording of guarantees, letters of credit, contingencies, leases, pension obligations, and other
similar accounts on the books of the Aapplicant. The explanation should indicate whether such accounts are
carried as assets and/or liabilities on the Aapplicant’s financial statements, are disclosed as footnotes to the
financial statements, or are undisclosed.
The method utilized in translating foreign currency transac-tions and foreign currency financial statements with
respect to current assets, long-term investments, fixed assets, long-term debt, and forward exchange contracts.

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The discussion should also include the method of recognition of any gains or losses resulting from such translation
and the effect of the translation upon the recognition of revenue and expense and the determination of net income.

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• The method by which interest revenue and interest expenses are recorded on the books of the Aapplicant.
Item 65
Provide the following for eachthe Aapplicant:
1. Parent-only and consolidated balance sheets showing separately each principal group of assets, liabilities and
capital accounts as of the end of the most recent fiscal quarter and the two (2) most recent fiscal year-ends; debit
and credit adjustments (explained by detailed footnotes) reflecting the proposed transaction; and the resulting pro
forma balance sheet.
NOTE: The financial information provided should be in sufficient detail to reflect common equity and preferred stock,
other qualifying capital, long- and short-term debt, and goodwill Goodwill and all other types of intangible assets.9 A
broad discussion on the valuation of the target entity and any anticipated goodwill and other intangible assets should
also be provided.set out separately on the balance sheet according to type of intangible. Also indicate the
amortization period for any amortizable intangible asset on the balance sheet.
2. If the Aapplicant and any parent foreign bank areis from a countryies subscribing to the Basel Accord, indicate the
approach (standardized or advanced) followed by the applicant for calculating risk-weighted assets. pProvide, on
a consolidated basis, a breakdown of each organization’s risk-weighted assets as of the end of the most recent
fiscal quarter, showing each principal group of on- and off-balance sheet assets and the relevant risk- weights.
Also, identify the components of actual and pro forma common equity tier 1, additional tier 1, and tier 2 capital
under the Basel risk-based capital guidelines pursuant to capital adequacy regulations, and provide calculations
of the ratios ofactual and pro forma common equity tier 1 capital, tier 1 capital,and total capital capital, and
leverage ratiosto risk-weighted assets for the applicant and any parent foreign bankfor the Applicant and any
parent foreign bank. If applicable, provide (i) the capital measure used as numerator and the exposure measure
used as denominator in the calculation of the Basel III leverage ratio, (ii) the minimum home country leverage ratio
if the home country supervisor has established a leverage ratio separate from or in addition to the Basel III
leverage ratio, and (iii) actual and pro forma supplementary leverage ratios for each organization pursuant to the
home country capital adequacy guidelines. The actual and pro forma capital ratios should reflect both the
minimum capital requirements and all applicable capital buffers. Provide the amount, maturity, and a brief
description of debt instruments and indicate which instruments qualify under the Basel risk-based capital
guidelines as tier 2 capital for each organization. If the home country capital standards forof the Aapplicant or any
parent foreign bank differ from thatose established under the Basel Accord, provide information concerning the
capital standard applied in the home country of the Aapplicant and any parent foreign bank, as well as information
sufficient to evaluate each organization’s capital position adjusted, as appropriate, for accounting and structural
differences Further, provide, to the extent possible, information comparable to the Basel format.
3. Proforma calculations of the ratios of tier 1 and total capital to risk-weighted assets for the Applicant and any
parent foreign bank.
4.3.
Income statements, parent-only and consolidated, showing separately each principal source of revenue and
expense, through the end of the most recent fiscal quarter and for the past two (2) fiscal years.
5.4.
Material changes between the date of the balance sheets and the date of the application should be
disclosed (explained by footnotes).. If there are no material changes, a statement to that effect should be made.
6.5.
Current information that will enable the Board to make a judgment as to the quality of the Aapplicant’s
assets. The information should be presented for the Aapplicant’s consolidated organization and, if available,
should include, but need not be limited to, the following (the Aapplicant should provide definitions of the terms.):

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a. Asset classifications or assessments made by foreign banking authorities;

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9

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Other qualifying capital includes, but is not limited to, trust preferred securities.

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b. Delinquencies;
c. Non-accrual loans;
d. Assets acquired in satisfaction of debts previously contracted;
e. Loans with reduced interest charges; or otherwise restructured; and
f. Foregone interest income on non-accrual and reduced interest loans.
7.6.
Total reserves available to cover credit-related losses for the end of the most recent fiscal quarter- end and
the two most recent fiscal year- ends. The total reserve amounts should be broken down into ‘‘specific’’ ‘‘general,’’
and/or other relevant categories.

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Item 6
Provide the following for the target bank/bank holding company:

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1. As of the most recent quarter, actual and pro forma balance sheet.

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2. As of the most recent quarter, actual and pro forma common equity tier 1, additional tier 1, and tier 2 capital and
calculations of actual and pro forma common equity tier 1 capital, tier 1 capital, total capital, and leverage ratios.
Item 7
Describe any litigation or investigations by local, state, or federal authorities involving the applicant or any of its
subsidiaries or the target or any of its subsidiaries that is currently pending or was resolved during the past two
years.

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IV. Home Country Supervision
In order to approve an application by a foreign bank to become a bank holding company, the Board must determine
that the Aapplicant and any parent foreign bank are each subject to comprehensive supervision or regulation on a
consolidated basis by the appropriate authorities in the home country of each bank. The Board considers this
standard met if the foreign bank’s home country supervisor receives sufficient information on the foreign bank’s
worldwide operations (including the bank’s relationships to any affiliates) to assess the foreign bank’s overall financial
condition and compliance with law and regulation. In making such a determination, the Board assesses, among other
factors, the extent to which the home country supervisor:
• ensures that the foreign bank has adequate procedures for monitoring and controlling its activities worldwide;
• obtains information on the condition of the foreign bank and its subsidiaries and offices outside the home country
through regular reports of examination, audit reports, or otherwise;
• obtains information on the dealings and relationship between the foreign bank and its affiliates, both foreign and
domestic;
• receives from the foreign bank financial reports that are consolidated on a worldwide basis, or comparable
information that permits analysis of the foreign bank’s financial condition on a worldwide, consolidated basis; and
• evaluates prudential standards, such as capital adequacy and risk asset exposure, on a worldwide basis.

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Item 78

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1. For a foreign organization seeking initial entry:

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1.
Describe the bank regulatory system that exists in the home country of the Aapplicant and, if different, the
home country of any foreign bank in the ownership chain.10
The response should identify the Aapplicant’s primary home country supervisor and the major laws governing the
Aapplicant’s operations and activities. The description also should include a discussion of each of the following:

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a. The scope and frequency of on-site examinations by the home country supervisor.: Describe the scope and
frequency of onsite examinations, identifying the operational areas reviewed and the general procedures used
by the home country supervisor to evaluate asset quality and internal controls. Also, discuss the manner in
which the home country supervisor monitors the condition and operations of the Aapplicant’s subsidiaries and
foreign offices.
b. Off-site monitoring by the home country supervisor.: Discuss the general type and frequency of filing of
regulatory and financial reports submitted by the Aapplicant to the home country supervisor. Specify whether
the reports contain information on the domestic and foreign subsidiaries of the Aapplicant and, if so, whether
this information is provided on a consolidated basis or for each entity separately.
c. The role of external auditors.: Discuss the general frequency, nature, and scope of review of the Aapplicant
(including subsidiaries and foreign offices) performed by external auditors, particularly with respect to the
review of asset quality and internal controls. Discuss whether the home country supervisor sets standards for
such reviews and the manner (if at all) by which the external audit results are communicated to the home
country supervisor. Include a brief discussion of the general standards or requirements that apply to the
external auditors themselves.
d. Transactions with Aaffiliates.: Indicate whether (and, if so, discuss how) the home country supervisor regulates
and monitors the Aapplicant’s transactions with its affiliates (e.g., through reporting requirements, lending limits,
or other restrictions). Define the home country’s definition of ‘‘affiliate’’ for this purpose (if different from the
Federal Reserve’s definition11), and specify whether any such restrictions apply to ‘‘upstream,’’ ‘‘downstream,’’
or ‘‘sister’’ affiliates.
e. Other aApplicable Pprudential Rrequirements.: To the extent not previously addressed, describe any prudential
limitations (e.g., with respect to capital adequacy, asset classification and provisioning, single or aggregate
credit and foreign currency exposure limits, and liquidity) that are imposed on the operations of the Aapplicant.
Describe the methods used by the home country supervisor to monitor compliance with these limitations.
f. Remedial aAuthority of the Hhome Ccountry Ssupervisor.: Describe the general methods available to the home
country supervisor to enforce the Aapplicant’s compliance with prudential controls and other supervisory or
regulatory requirements.
g. Prior approval requirements:. Indicate whether prior approval of the home country supervisor is needed for the
Aapplicant to make investments in other companies, or generally to establish overseas offices. Indicate the
type of information the home country supervisor reviews in making its determination.
2. For a foreign organization that has previously been approved to acquire a U.S. bank or to establish a U.S.
branch or agency:

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10

If the Federal Reserve has previously determined that another bank or a bank holding company from the Aapplicant’s home
country is subject to comprehensive consolidated supervision, the Aapplicant may request a copy of the previous application from
the Federal Reserve under the FOIAreedom of Information Act. After reviewing the record in the previous application, the
Aapplicant may make a statement that, if such is the case, it is subject to the same supervisory regime as the foreign bank
previously considered by the Federal Reserve, rather than responding to each subpart of this Item. In addition, the Aapplicant
should confirm that there have been no material changes in the manner in which the Aapplicant is supervised and regulated by its
home country supervisor(s) since that previous application or, if material changes have occurred, the Aapplicant should describe
such changes.

11

. An ‘‘affiliate’’ of a foreign bank or of a parent of a foreign bank is any company that controls, or is controlled by, or is under common
control with, the foreign bank or the parent of the foreign bank.

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Provide the date of the Federal Reserve’s most recent determination that the foreign bank is subject to
comprehensive consolidated supervision. Confirm (or modify as appropriate) that there have been no material
changes in the manner in which the foreign organization, including any parent holding companies, is supervised
and regulated by its home country supervisor(s) since that time.

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Item 89
Indicate what other home country regulatory authorities, if any, in addition to the primary home country supervisor,
supervise subsidiaries or particular activities of the Aapplicant. Briefly describe the financial and/or examination
requirements, including the general scope and frequency of on-site examinations, if any, of each such regulatory
authority. Also, discuss whether such regulatory authorities exchange information with the primary home country
supervisor, including financial or other supervisory information.

V. Anti-Money Laundering and Other Related Measures
Item 910
1. For a foreign organization seeking initial entry:

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a. Describe any home country laws or regulations that are designed to deter or prohibit money laundering,
terrorist financing, or other illicit activities. Also, describe the requirements that the Aapplicant’s (and any
foreign bank parent’s) home country supervisor imposes on banks for the detection and prevention of money
laundering, terrorist financing, and other illicit activities, and the reporting of suspicious transactions.

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b. Discuss the actions taken by the Aapplicant (and any foreign bank parent) to ensure that the bank and its
offices and subsidiaries have implemented sufficient safeguards to prevent such operations from being used for
purposes of money laundering, terrorist financing, or other illicit activities. The response should describe:

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(i)

the anti-money laundering policies and procedures implemented with respect to anti-money laundering
policies and measures, including any customer due diligence, recordkeeping, and cash and/ or suspicious
transaction reporting requirements;

(ii) the steps taken to ensure compliance with these policies and procedures (including the nature and
frequency of employee training and compliance monitoring by internal auditors); and
(iii) the extent to which these policies and procedures are sub-ject to independent external audit and
examination by the home country supervisor.
The response should indicate whether the financial institution-specific recommendations of the Financial Action Task
Force (‘‘FATF’’) have been implemented throughout the organization.12 The response also should confirm (or modify
as appropriate) that the anti-money laundering and counter-terrorist financing policies and procedures would be
implemented at BANKthe acquired U.S. bank and/or bank holding company.
2. For a foreign organization that has previously been approved to acquire a U.S. bank or to establish a U.S. branch
or agency:

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If applicable, discussndicate whether there have been any material changes in either in the anti-money laundering
laws and regulations of the home country of the foreign bank or of Applicant orin the foreign bank’s anti-money
laundering policies and procedures, since the Federal Reserve’s most recent review of such matters.

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12

These recommendations can be obtained from the following website:
http://www.oecd.org/fatf/index.htm.fatf-gafi.org/topics/fatfrecommendations

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VI. Competition
If the subject transaction is a bank holding company formation involving only one bank or an application filed pursuant
to section 3(a)(3) or 3(a)(5) of the BHC Act to acquire a de novo bank, a response to items 101 and 112 is not
required. Otherwise, the Aapplicant should contact the appropriate Reserve Bank to determine whether a response to
items 101 and 112 will be necessary. If a response is required, the Aapplicant should obtain a preliminary definition of
the relevant banking markets from the appropriate Reserve Bank. If the Aapplicant disagrees with the Reserve Bank’s
preliminary definition of the banking market(s), it may, in addition to supplying the information requested on the basis
of the Reserve Bank’s definition of the banking market(s), include its own definition of the banking market(s), with
supportive data, and answer the questions based on its definition. If later analysis leads Federal Reserve staff to alter
the preliminary definition provided, the Aapplicant will be so informed.

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Item 101
Discuss the effects of the proposed transaction on competition considering the structural criteria specified in the
Board’s Rules Regarding Delegation of Authority (section 265.11c(11)(v)). The Aapplicant may be required to
provide additional information if Federal Reserve staff determines that the proposal exceeds existing competitive
guidelines. Also, if divestiture of all or any portion of any bank or nonbanking company constitutes part of the
proposal, discuss in detail the specifics and timing of such divestiture.
Item 121
If the proposal involves the acquisition of nonbank operations under section 4(c)(8) and 4(j) of the Bank Holding
BHCompany Act, a Form FR Y-4 should be submitted in connection with the FR Y-3F filing. At a minimum, the
information related to the nonbank operations should include the following:
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1. A description of the proposed activity(ies);

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2. The name and location of the Aapplicant’s and the Bank’s direct or indirect subsidiaries that engage in the
proposed activity(ies);

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3. A description of the effect of the proposal on the competition in the relevant markets Identification of the
geographic and product markets in which competition would be affected by the proposal;

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4. A description of the effect of the proposal on the competition in the relevant marketsIdentification of the geographic
and product markets in which competition would be affected by the proposal; and

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5. A list of major competitors in each affected market.

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In addition, the Aapplicant should identify any other nonbank operations to be acquired, with brief descriptions of the
activities provided.

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VII. Convenience and Needs

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Item 12
In an application in which any principal of Applicant or Bank/Bank Holding Company is also a principal of any other
insured U.S. depository institution or depository institution holding company, give the name and location of each
office of such other institution that is located within the relevant banking market of Bank/ Bank Holding Company, and
give the approximate road miles by the most accessible and traveled route the offices of Bank/Bank Holding
Company.
Item 13

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1. Describe how the proposal willould assist in meeting the convenience and needs of the target Bank’s
community(ies) to be served, including, but not limited to, the following:

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a.

Summarize efforts undertaken or contemplated by the applicant to ascertain and address the needs of the
community(ies) to be served, including community outreach activities, as a result of the proposal.

b.

For the combining institutions, list any significant anticipated changes in services or products offered by the
depository subsidiary(ies) of the applicant or target, as applicable, that would result from the consummation of
the transaction.

c.

d.

To the extent that any products or services of the depository subsidiary(ies) of the applicant or target, as
applicable, would be offered in replacement of any products or services to be discontinued, indicate what
these are and indicate how they would assist in meeting the convenience and needs of the communities
affected by the transaction.
Discuss any enhancements in products or services expected to result from the transaction.

2. Describe how the applicant and the resultant institution, including its depository subsidiary(ies), would assist in
meeting the existing and anticipated needs of its community(ies) under the applicable criteria of the Community
Reinvestment Act (CRA) regulation, including the needs of low- and moderate income geographies and
individuals. This discussion should include, but not necessarily be limited to, a description of the following:
a.

The significant current and anticipated programs, products, and activities, including lending, investments, and
services, as appropriate, of the depository subsidiary(ies) of the applicant and the resultant institution, as
appropriate.

b.

Provide Tthe anticipated CRA assessment areas to be designated by the depository subsidiary(ies) of the
combined institution. If assessment areas of the depository subsidiary(ies) of the resultant institution would
not include any portion of the current assessment area of that subsidiary, describe the excluded areas.

c.

Describe tThe plans for administering the CRA program for the combined organization and its subsidiary(ies)
following the transaction.

d.

For a subsidiary of the applicant or target, as appropriate, that has received a CRA composite rating of
‘‘needs to improve’’ or ‘‘substantial noncompliance’’ institution-wide or, where applicable, in a state or multistate MSA, or has received an evaluation of less than satisfactory performance in an MSA or in the non-MSA
portion of a state in which the applicant is expanding as a result of the transaction, describe the specific
actions, if any, that have been taken to address the deficiencies in the institution’s CRA performance record
since the rating.

1. 3.
List all offices of the depository subsidiary(ies) of the applicant or target that (a) will be established or
retained as branches, including the main office, of the target’s depository subsidiary(ies), (b) are approved but
unopened branch(es) of the target’s depository subsidiary(ies), including the date the current federal and state
agencies granted approval(s), and (c) are existing branches that will be closed or consolidated as a result of
the proposal to the extent the information is available and indicate the effect on the branch customers served.
For each branch, list the popular name, street address, city, county, state, and zip code specifying any that are
in low- and moderate-income geographies.13. List any significant changes in services or products that will result
from the consummation of the transaction. If any services or products will be discontinued, describe and explain
the reasons.
1. Discuss the programs, products, and activities of the depository subsidiaries of the Applicant or the target Bank
that will meet the existing or anticipated needs of its community(ies) under the applicable criteria of the Community
Reinvestment Act (CRA) regulation, including the needs of low- and moderate income geographies and
individuals. For a subsidiary of the Applicant or Target Bank that has received a CRA composite rating of ‘‘needs

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13

Please designate branch consolidations as those terms are used in the Joint Policy Statement on Branch Closings, [64 FR 34844
(June 29, 1999)].

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to improve’’ or ‘‘substantial noncompliance’’ institution-wide or, where applicable, in a state or multi-state MSA, or
has received an evaluation of less that satisfactory performance in an MSA or in the non-MSA portion of a state in
which the applicant is expanding as a result of the transaction, describe the specific actions, if any, that have been
taken to address the deficiencies in the institution’s CRA performance record since the rating.

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VIII. Financial Stability

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Item 14

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1. If either the acquirer or the target’s total assets of U.S. operations exceed $10 billion as of the most recent
quarter for which data is available, address the following questions.
a.

b.

If either the acquirer or the target conducts any cross-border activities, please describe the nature of these
activities and the amounts of cross-border assets and liabilities as of the most recent quarter for which data
is available.
For each financial service below, if the dollar volume related to the service provided either by the acquirer or
the target exceeds $1 billion, please report the annual volume over the past 12 months (otherwise, do not
report).

Acquirer

Target

Short-term funding (e.g., in repos, fed funds)
Underwriting services (e.g., equity, corporate bonds,
commercial paper, ABS)
Trading activities (e.g., equity, corporate bonds, derivatives)
Payments, clearing, settlement, and custody services
Prime brokerage
Securities lending
Corporate trust
Correspondent banking
Wealth management
Insurance (including reinsurance)

IX. Other Matters
Item 145
1. For a foreign organization seeking initial entry: List all jurisdictions (in addition to the home country) in which the
Aapplicant has material operations.14 For each such jurisdiction, describe any secrecy laws or other impediments
that would restrict the ability of the Aapplicant or its ultimate parent, if any, from providing information on the
operations or activities of the Aapplicant and any of its affiliates that the Board deems necessary to determine and
enforce compliance with the International Banking Act, the BHC Act, and other applicable federal laws. If any
material impediments exist, discuss the manner in which the Aapplicant and its ultimate parent, if any, propose to
provide the Board with adequate assurances of access to information.
2. For a foreign organization that has previously been approved to acquire a U.S. bank or to establish a U.S. branch
or agency: Indicate whether there have been any changes to the list of jurisdictions in which the applicant or its
ultimate parent, if any,foreign bank has material operations since such information was previously provided to the
Federal Reserve. For any additional such jurisdiction, describe any secrecy laws or other impediments that would
restrict the ability of the Aapplicant or its ultimate parent, if any, to provide information on the operations or

14
Material operations exist in any jurisdiction in which the direct and indirect activities in that jurisdiction, in the aggregate, account
for 5 percent or more of the consolidated, worldwide assets of the foreign bank or its ultimate parent.

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activities of the Aapplicant and any of its affiliates that the Federal Reserve deems necessary to determine and
enforce compliance with the International Banking Act, the BHC Act, and other applicable federal laws. If such
impediments exist, discuss the manner in which the Aapplicant and its ultimate parent, if any, propose to provide
the Federal Reserve with adequate assurance of access to such information.
Item 156
State whether the Aapplicant(s), upon consummation of the subject proposal, would be a qualifying foreign banking
organization as defined in Section 211.23(a) of Regulation K, and provide the necessary information to support such
a determination. In tiered organizations, if a foreign bank Aapplicant meets the requirements of section 211.23(a) but
the ultimate parent Aapplicant does not, then indicate whether the ultimate parent Aapplicant would satisfy the
requirements set forth in section 211.23(c) of Regulation K, and provide the necessary information to support that
determination. To the extent the information requested in this item has been provided in other report forms (FR Y-7)
filed with the Federal Reserve, the Aapplicant(s) may include such information by reference to those filings.
Item 167
If the Aapplicant’s home country maintains capital export controls, discuss in detail the limitations such controls would
place on the Aapplicant’s ability to serve as a source of strength forto its United States banking interests.
Item 178
If the Aapplicant itself, or any company (banking and nonbanking) in which it will have direct or indirect ownership or
control of more than 5 percent of the voting shares, will engage directly or indirectly at the time of consummation of
this proposal in any nonbanking activities in the United States, provide the following:
1. Name, location, and a detailed description of all the activities for each company (or the Aapplicant itself);
1.
2. The state(s) or geographical areas in which each nonbanking activity will be performed; and

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3. The specific section and paragraph of the BHC Act or of Regulation K or Regulation Y that the Aapplicant believes
provides authority for acquisition or retention of each U.S. nonbanking activity and a description that demonstrates
that each activity will be conducted consistent with the Board’s regulations and related interpretations. If the
Aapplicant has relied on the nonbanking exemptions afforded by Section 2(h) and 4(c)(9) of the BHC Act (as
implemented by Section 211.23 of Regulation K) for certain activities, provide the necessary information to
support such a determination. To the extent the information requested in this Iitem 17 has been provided to the
Federal Reserve in other report forms (Form FR Y-7 or FR Y-10F), the Aapplicant may include such information
by reference to those filings.

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Item 189

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The Aapplicant and its ultimate parent, if any, should provide (jointly or separately) the following commitments
(including all footnotes) through an officer that is authorized to bind the entity making the commitment.
1. Assurances Commitment. Each of [name of the applicant] (‘‘Bank’’), a bank organized under the laws of [home
country], and [name of ultimate parent] (‘‘Parent’’), a [company/bank] organized under the laws of [home country],
will make available to the Board of Governors of the Federal Reserve System (‘‘Board’’) such information on the
operations of Bank and any affiliate158 of Bank that the Board deems necessary to determine and enforce
compliance with the Bank Holding Company Act, the International Banking Act, and other applicable federal law,
provided that if the disclosure of such information is prohibited by law or otherwise, Bank and Parent will cooperate
with the Board including, without limitation, by seeking to obtain timely waivers of or exemptions from any

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15

An “affiliate” of a foreign bank is any company that controls, is controlled by, or is under common control with, the foreign bank or
the parent of the foreign bank. See 12 C.F.R. §211.21.

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applicable confidentiality or secrecy restrictions or requirements in order to enable Bank or Parent to make any
such information available to the Board.

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Bank and Parent agree that this commitment is deemed to be a condition imposed in writing in connection with the
Board’s findings and decision on (insert information describing the application) and, as such, may be enforced in
proceedings under applicable law.

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2. Consent Tto Jurisdiction. Each of [name of the applicant] (‘‘Bank’’), a bank organized under the laws of [home
country], and [name of ultimate parent] (‘‘Parent’’), a [company/bank] organized under the laws of [home country],
consents to the jurisdiction of the federal courts of the United States and of all United States governmental
agencies, departments and divisions for purposes of any and all claims made by, proceedings initiated by, or
obligations to, the United States, the Board of Governors of the Federal Reserve System (‘‘Board’’), and any other
United States governmental agency, department or division, in any matter arising under U.S. Banking Law.16

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Each of Bank and Parent designates [name and address] as its registered agent to receive service of process on
Bank or Parent in connection with such action. Bank and Parent agree to maintain a registered agent in the United
States and to notify the Board of any change in the designated registered agent. Bank and Parent agree that this
commitment is deemed to be a condition imposed in writing in connection with the Board’s findings and decision
on (insert information describing the application) and, as such, may be enforced in proceedings under applicable
law.

16

For purposes of this commitment, ‘‘U.S. Banking Law’’ means:
a. all federal and state statutes, rules, and regulations that the Board, the Office of the Comptroller of the Currency (the ‘‘OCC’’),
the Federal Deposit Insurance Corporation (the ‘‘FDIC’’), or any other federal banking agency or department (individually, a
‘‘Federal Banking Authority’’ and collectively, the ‘‘Federal Banking Authorities’’) administers or for which such Federal Banking
Authority has rulemaking or enforcement authority, including without limitation, all provisions of Title 12, United States Code,
as from time to time may be applicable to [Bank], its subsidiaries and affiliates, and any institution-affiliated party (as defined in
section 3(u) of the Federal Deposit Insurance Act (an ‘‘IAP’’)) of each thereof;

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b. all federal criminal laws of which violation(s) arise(s):
i.
ii.

from the applicability of any provision of a U.S. Banking Law, or
under Section 1001 of Title 18 of the United States Code as it relates to information, statements, omissions, writings, or
reports to a Federal Banking Authority, or
iii. under Sections 1004 through 1007 of Title 18 of the United States Code, or any other provisions of Title 18 of the United
States Code applicable to the ownership, control, operations or activities of a bank, bank holding company, or subsidiary
thereof, to the operations or activities of a foreign bank or a branch or agency of a foreign bank, or to the activities of any
IAP with respect to such bank, bank holding company, or subsidiary, or branch or agency,; or
iv. the Bank Secrecy Act, or the Currency and Foreign Transactions
Reporting Act; and,
c. any order issued or written agreement entered into by any Federal Banking Authority or an administrative law judge acting
under authority delegated by any Federal Banking Authority or federal court of competent jurisdiction pursuant to a U.S.
Banking Law against or with one or more of [Bank or Parent], any subsidiary or affiliate, any IAP, or any branch or agency.;
c.d.
the Bank Secrecy Act, or the Currency and Foreign Transactions Reporting Act.

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