FSA Service Corporation Application

Office of the Comptroller of the Currency

OMB no. 1557-0014

Expiration date: See www.occ.gov

Service Corporation—Federal Savings Association

Application

General Information and Instructions

Preparation and Use

This application is used to effect a transaction by a federal savings association under 12 USC 1828(m), 12 USC 1464(c)(4)(B), and 12 CFR 5.59 to acquire or establish a service corporation, or to commence a new activity in an existing service corporation subsidiary.

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 application are not intended to limit the filer’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 filer’s conclusions, should accompany the application. The regulatory agency may request additional information.

This application form collects information that the Office of the Comptroller of the Currency (OCC) will need to evaluate a service corporation application. The OCC must consider the applicable statutory requirements set forth above, as well as applicable regulatory requirements, when acting on this application. 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 filer may contact the OCC directly for specific instruction or visit the OCC’s website at www.occ.gov.

Notice of Publication

Generally, public notice under 12 CFR 5.8 does not apply to a service corporation application, unless the OCC determines that the application presents a significant or novel policy, supervisory, or legal issue where a public notice is considered necessary. A public notice also may be required where a service corporation application is accompanied by a second application that requires a publication notice under 12 CFR 5.8. In this instance, a public notice describing the entire transaction may be necessary to ensure the public has a full understanding of the entire transaction.

If a notice is required, the filer must publish notice of the proposed service corporation application in a newspaper of general circulation in the community or communities in which the filer proposes to engage in business. The OCC will provide specific requirements for the notice of publication.

Submission

The OCC requests that the filing be submitted electronically. The OCC’s electronic filing system, called the Central Application Tracking System (CATS) is accessed through BankNet, the OCC’s secure website for communicating with and receiving information from banks. For more information about filing through CATS, including BankNet registration instructions and CATS user manuals, refer to the Licensing Division home page on the OCC’s website.

For email submissions, contact the OCC for instructions and information about secure transmission of confidential material.

Confidentiality

Any filer desiring confidential treatment of specific portions of the application must submit a request in writing with the application. The request must discuss the justification for the requested treatment. The filer’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 application (by reference to the confidential section); (2) separately bound; and (3) labeled “Confidential.” The filer should follow the same procedure when requesting confidential treatment for the subsequent filing of supplemental information to the application. Contact the OCC for any further questions regarding requests for confidential treatment.

Service Corporation—Federal Savings Association Application

Filer

_____________________________________________________________________

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

The federal savings association requests approval to

establish a service corporation.

acquire a service corporation.

conduct a new activity in an existing service corporation subsidiary.

2. Name and address of service corporation:

_____________________________________________________________________

Name

_____________________________________________________________________

Street

_____________________________________________________________________

City State Zip code Country

3. The activity will be performed at

main/home office.

branch location.

offshore location.

other location.

4. State of incorporation

5. If the federal savings association will own less than 100 percent, identify the other owners and their ownership interest.

6. Proposed investment amount: $

Pro forma aggregate investment in service corporations: $

Percent of assets: %

If aggregate percentage of assets is in excess of 2 percent but not more than 3 percent of assets, does the excess amount represent activities serving primarily community, inner city, or community development purposes consistent with 12 CFR 24?

Yes No

7. Include a copy of any filings made with other regulators.

8. Is the application eligible for the expedited review process under 12 CFR 5.59(h)(2)?

Yes No

9. Specifically state the preapproved activity listed in 12 CFR 5.59(f) for which approval is requested. Where the authority relied on is in published OCC precedent or former, non-rescinded Office of Thrift Supervision opinions, attach a copy of the document.

10. Describe in detail the proposed investment and activities to be performed, the organizational structure and management of the service corporation, the relations between the federal savings association and the service corporation, any significant effect the service corporation will have on the saving association’s condition and earnings, and other information necessary to adequately describe the proposal. The filing should also discuss how the federal savings association and service corporation will maintain separate corporate identities pursuant to 12 CFR 5.59(e)(8).

11. Will the service corporation engage in securities activities?

Yes No

12. If yes, has the service corporation registered with the Securities and Exchange Commission and state securities regulators?

Yes No

13. Is this the initial affiliation of the federal savings association 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 in which the service corporation proposes to engage.

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 application. I certify that the information contained in this application has been examined carefully and is true, correct, complete and current as of the date of this submission. Additionally, I agree to notify the OCC if the facts described in the filing materially change prior to receiving a decision or at any time prior to consummation of the action contemplated herein.

I acknowledge that any misrepresentation or omission of a material fact with respect to this application, any attachments to it, and any other documents or information provided in connection with this application may be grounds for denial of the application or revocation of its approval, 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 approval of this application is in the discretion of the OCC. The activities and communications by OCC employees in connection with the filing, including approval of the application if granted, 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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