After-the-Fact Notice-Subsidiary

Office of the Comptroller of the Currency

OMB no. 1557-0014

Expiration date: See www.occ.gov

Operating Subsidiary—National Bank

After the Fact Notice

General Information and Instructions

Preparation and Use

This notice is used by a well capitalized and well managed national bank for certain qualifying filings to provide written notice before, or within 10 days after, acquiring or establishing a subsidiary or commencing the new activity in an approved subsidiary pursuant to the requirements of 12 CFR 5.34(e)(5)(ii).

All questions must be answered with complete and accurate information that is subject to verification. If the answer is “none,” “not applicable,” or “unknown,” so state. Answers of “unknown” should be explained.

The questions in the notice are not intended to limit the applicant’s presentation nor are the questions intended to duplicate information supplied on another form or in an exhibit. For such information, a cross-reference to the information is acceptable. Any cross-reference must be made to a specific cite or location in the documents, so the information can be found easily. Supporting information for all relevant factors, setting forth the basis for the applicant’s conclusions, should accompany the notice. The regulatory agency may request additional information.

This notice form collects information that the Office of the Comptroller of the Currency (OCC) will need to evaluate a qualifying operating subsidiary notice. The OCC must consider the applicable statutory requirements set forth above, if any, as well as applicable regulatory requirements, when acting on this notice. For additional information regarding these statutory and regulatory requirements, as well as processing procedures and guidelines and any supplemental information that may be required, refer to the OCC’s procedural guidelines in the Comptroller’s Licensing Manual. The applicant may contact the OCC directly for specific instruction or visit the OCC’s Web site at www.occ.gov.

Submission

In addition to an original notice and the appropriate number of signed copies, submit an electronic copy of the information in the notice, especially of the business plan’s financial projections, if applicable. For e-mail submissions, contact the OCC for instructions and information about secure transmission of confidential material.

Confidentiality

Any applicant desiring confidential treatment of specific portions of the notice must submit a request in writing with the notice. The request must discuss the justification for the requested treatment. The applicant's reasons for requesting confidentiality should specifically demonstrate the harm (for example, loss of competitive position, invasion of privacy) that would result from public release of information (5 USC 552 or relevant state law). Information for which confidential treatment is requested should be (1) specifically identified in the public portion of the notice (by reference to the confidential section); (2) separately bound; and (3) labeled “Confidential.” The applicant should follow the same procedure when requesting confidential treatment for the subsequent filing of supplemental information to the notice. Contact the OCC for any further questions regarding requests for confidential treatment.

Operating Subsidiary—National Bank

After the Fact Notice

Applicant

_____________________________________________________________________

Name Charter no.

_____________________________________________________________________

Current street address

_____________________________________________________________________

City County State Zip code

Parent Company Identifying Information (if applicable)

_____________________________________________________________________

Name

_____________________________________________________________________

Street

_____________________________________________________________________

City State Zip code

Contact Person

_____________________________________________________________________

Name Title

_____________________________________________________________________

Employer

_____________________________________________________________________

Street

_____________________________________________________________________

City State Zip code

_____________________________________________________________________

Telephone no. Fax no. E-mail address

1. Overview

On (mm/dd/yyyy) the bank

established or will establish an operating subsidiary.

acquired or will acquire an operating subsidiary.

conducted or will conduct a new activity in an existing operating subsidiary.

2. Name and address of operating subsidiary:

_____________________________________________________________________

Name

_____________________________________________________________________

Street

_____________________________________________________________________

City State Zip code Country

3. The activity is or will be performed at

main/home office.

branch location.

offshore location.

other location.

4. The bank owns more than 50 percent of the voting or similar type of controlling interest of the subsidiary:

Yes No

5. Investment amount: $

Percent of total capital: %

6. The bank is well capitalized and well managed as defined in 12 CFR 5.34(d) and the bank and the activity are eligible for the notice process for the activity listed at 12 CFR 5.34(e)(5)(v) cite (A-FF):

Yes No

7. The bank represents and undertakes that the proposed activity is being conducted and will continue to be conducted according to the OCC policies contained in guidance issued for this activity:

Yes No

Provide a complete description of the investment and the activity:

8. Is this the initial affiliation of the bank with a company engaged in insurance activities (including a broker dealer selling annuities that are considered insurance products under state law)?

Yes No

If yes, describe the type of insurance activities that the company is engaged in and has present plans to conduct:

For each state in which the company holds an insurance license, indicate the lines of business, the state where the subsidiary holds a resident license or charter, and the type of license (enter additional lines as needed):

1. Line of business:

State:

Type of license:

2. Line of business:

State:

Type of license:

3. Line of business:

State:

Type of license:

OCC CERTIFICATION

I certify that the bank’s board of directors, shareholders or a designated official has authorized the filing of this notice. I certify that the information contained in this notice has been examined carefully and is true, correct, complete and current as of the date of this submission.

I acknowledge that any misrepresentation or omission of a material fact with respect to this notice, any attachments to it, and any other documents or information provided in connection with this notice may be grounds for the OCC to require cessation of the proposed activity, and may subject the undersigned to legal sanctions, including the criminal sanctions provided for in Title 18 of the United States Code.

I acknowledge that the activities and communications by OCC employees in connection with the filing do not constitute a contract, express or implied, or any other obligation binding upon the OCC, the United States, any agency or entity of the United States, or any officer or employee of the United States, and do not affect the ability of the OCC to exercise its supervisory, regulatory and examination authorities under applicable law and regulations. I further acknowledge that the foregoing may not be waived or modified by any employee or agent of the OCC or the United States.

_______________________________________

President or other authorized officer

_______________________________________

Typed name

_______________________________________

Title

_______________________________________

Employer

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