OMB No. for FDIC 3064-0019

OMB No. for FRB 7100-0134

OMB No. for OCC 1557-0014

OMB No. For OTS 1550-0032

Expiration Date: 02/29/2008

**Interagency Notice of Change in Control**

Public reporting burden for the collection of information for this
notice is estimated to average 30 hours, including the time to gather
and maintain data in the required form, to review instructions, and to
complete the information collection. Send comments regarding this burden
estimate or any other aspect of this collection of information,
including suggestions for reducing this burden to: Paperwork Reduction
Act, Legal Division, Federal Deposit Insurance Corporation, 550 17th
Street, NW, Washington, D.C. 20429; Secretary, Board of Governors of the
Federal Reserve System, 20th St. and Constitution Ave., NW, Washington,
D.C. 20551; Licensing Activities Division, Comptroller of the Currency,
250 E Street, SW, Washington, DC 20219; or Office of Supervision Policy,
Office of Thrift Supervision, 1700 G Street, NW, Washington, D.C. 20552;
and to the Office of Management and Budget, Paperwork Reduction Project,
Washington, D.C. 20503.

An organization or a person is not required to respond to a collection
of information unless it displays a currently valid OMB control number.

##### General Information and Instructions

###### Preparation and Use

This form is used to file notice to acquire control of a depository
institution or a holding company, pursuant to the Change in Bank Control
Act, as amended (12 U.S.C. 1817(j)). As used in this form, "holding
company" means a bank holding company, a savings and loan holding
company, or other company that controls a depository institution. The
information must be submitted to the appropriate regulatory agency of
the institution whose shares are to be acquired. All inquiries on
preparation of the notice should be directed to that agency which, in
some circumstances, may modify the information requested.

The regulatory agency will review the submitted notice to determine if
it is complete. If the submitted notice is not complete, the regulatory
agency may either request additional information or it may return the
notice. If the required information is not available, please explain.
When the notice is complete, the regulatory agency will confirm its
determination in writing. The questions are not intended to duplicate
information supplied on another form or in an exhibit; a cross-reference
to the information is acceptable. *Any cross-reference must be made to a
specific location in the documents, so the information can be found
easily.* If additional space is needed to provide complete answers,
please attach additional sheets or exhibits.

For additional information regarding the processing procedures and
guidelines, and any supplemental information that may be required, refer
to the appropriate regulatory agency's procedural guidelines (that is,
*Comptroller's Licensing Manual*, the FDIC's Rules and Regulations (12
CFR Part 303) and relevant policy statements, or the OTS' *Application
Processing Handbook*), contact the agency directly for specific
instruction, or

  -----------------------------------------------------------------------

  -----------------------------------------------------------------------

  -----------------------------------------------------------------------
  visit its Web site at [www.occ.treas.gov](http://www.occ.treas.gov/),
  [www.fdic.gov](http://www.fdic.gov/),
  [www.ots.treas.gov](http://www.ots.treas.gov/), or
  [www.federalreserve.gov](http://www.federalreserve.gov/).

  -----------------------------------------------------------------------

  -----------------------------------------------------------------------

  -----------------------------------------------------------------------

####### **Biographical and Financial Report**

To assist the regulatory agencies in evaluating the factors specified in
the Change in Bank Control Act, an *Interagency Biographical and
Financial Report* must be submitted for **each** person named in the
notice.

#### **Supporting Information**

The formal questions in the notice are not intended to limit the
acquirer's presentation, and the regulatory agency may request
additional necessary information. If any information furnished in the
notice changes materially during the processing of the notice or prior
to consummation, such changes should be communicated promptly to the
regulatory agency with which the notice was filed.

###### Compliance

The proposed acquirer is expected to comply with all representations and
commitments made in this notice.

Transactions subject to the Hart-Scott-Rodino Antitrust Improvement Act
of 1976 (15 U.S.C. 18a), which applies to certain very large
transactions, require a pre-merger filing with the Federal Trade
Commission and the Department of Justice.

###### Notice of Publication

An acquirer must publish an announcement of the proposed acquisition in
a newspaper of general circulation in the community in which the head
office of the depository institution or holding company is located. In
the case of a bank holding company, an announcement also must be
published in each community in which the head office of a bank
subsidiary of the holding company is located. A copy of the affidavit(s)
of publication should be submitted to the appropriate regulatory agency.
Contact the appropriate regulatory agency for the specific requirements
of the notice of publication.

**Confidentiality**

Any acquirer desiring confidential treatment of specific portions of the
notice must submit a request in writing with the submission of the
notice. The request must discuss the justification for the requested
treatment. An acquirer'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 U.S.C. 552). 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." An acquirer should
follow the same procedure for a request for confidential treatment for
the subsequent filing of supplemental information to the notice.

An acquirer should contact the appropriate regulatory agency for
specific instructions regarding requests for confidential treatment. The
appropriate regulatory agency will determine whether the information
will be treated as confidential and will advise the acquirer of any
decision to publicly release information labeled as "Confidential."

**Interagency Notice of Change in Control**

1\. Identify:

(a) Name and address of proposed acquirer(s):

(If an individual, provide last name, first name, and middle name)

> (If a corporation or other entity, provide the full legal name and the
> type of organization, for example, ABC Company, a corporation, or ABC,
> a partnership)

  ----------------------- ----------------------- -----------------------
                                                  

  (Name)                                          

                                                  

  (Street Address)                                

                                                       

  (City)                  (State)                 (ZIP Code)
  ----------------------- ----------------------- -----------------------

(b) Name and address of depository institution or holding company whose
    shares are to be acquired:

  ----------------------- ----------------------- -----------------------
                                                  

  (Name)                                          

                                                  

  (Street Address)                                

                                                       

  (City)                  (State)                 (ZIP Code)
  ----------------------- ----------------------- -----------------------

(c) Name, title, employer, address, telephone number, fax number, and
    e-mail address of the person to whom inquiries concerning this
    notice may be directed:

  ----------------------- --------- --------------------- -----------------------
                                                          

  (Name)                                                  

                                                          

  (Title, Employer)                                       

                                                          

  (Street Address)                                        

                                                               

  (City)                  (State)                         (ZIP Code)

                                                               

  (Area Code & Tel.                 (Fax Number)          (E-mail Address)
  Number)                                                 
  ----------------------- --------- --------------------- -----------------------

2\. Is this notice being filed prior to the acquisition of control? Yes
No

> If the response is no, state the nature of the exception upon which
> the acquirer is relying for an exception to the prior notice
> requirement. If no exception is available, please discuss the
> reason(s) that prior notice was not given and modify the wording of
> the form as appropriate to provide all necessary information related
> to the transaction.

     

3\. For each class of voting securities of the depository institution or
holding company to be acquired, provide the total number of voting
shares:

\(a\) Authorized      

(b) Currently outstanding      

(c) Pro forma outstanding      

4\. Provide the following information. For any shares registered or to
be registered in another name (such as a trust, corporation, or
partnership), indicate the names of registered parties, beneficial
owners and trustees, as applicable.

  ------------------ ---------------- ---------------- -------------------
  Full name of each  Number of shares Number of shares Number of shares
  acquirer or        per class of     per class of     per class of
  transferee         securities now   securities to be securities after
                     owned,           purchased by or  completion of
                     controlled, or   transferred to   acquisition
                     held             the acquirer or  
                                      transferee       

                                                            

  TOTAL                                                     

  Total as percent         %                %                %
  of shares                                            
  outstanding per                                      
  class of                                             
  securities                                           
  ------------------ ---------------- ---------------- -------------------

5\. Indicate:

> \(a\) The purchase price(s) per share of shares to be acquired \$
>      
>
> \(b\) Total purchase price for the entire proposed transaction \$
>      
>
> \(c\) The current book value per share \$      
>
> \(d\) The current market value per share \$      
>
> (including date and source of information, if available)

6\. Discuss the proposal, including the purpose, terms, and conditions
of the acquisition, and the manner in which the acquisition will be
made. Summarize and attach copies of all pertinent documents, such as
purchase and sale agreements, shareholder agreements, non-compete
agreements, employment contracts, and trust agreements.

7\. Provide the following information.

+-----------------------+-----------------------+-----------------------+
| Name of each          | Total purchase price  | Source and amount of  |
|                       |                       | funds                 |
| Acquirer or           |                       |                       |
| transferee            |                       |                       |
+-----------------------+-----------------------+-----------------------+
|                       | \$                    |                       |
+-----------------------+-----------------------+-----------------------+
| TOTAL                 | \$                    |                       |
+-----------------------+-----------------------+-----------------------+

\(a\) If cash funds will be used, provide copies of checking, savings,
or money market account statements. If assets will be liquidated, list
those assets and provide a copy of the documents that can verify the
timing of such transaction and the amount of the anticipated proceeds.

     

> \(b\) If any portion of the funds (or other consideration) for the
> acquisition will be borrowed, indicate the name of each borrower, name
> and address of each lender, amount financed, collateral to be pledged,
> and terms of the transaction, including interest rates, amortization
> requirements, guarantors, endorsers, co-makers, and any other
> arrangements, agreements, and understandings between and among the
> parties. If applicable, submit a copy of any loan commitment letter.

     

> \(c\) Indicate the means through which the borrowed funds will be
> repaid. Provide details if the acquirer will rely on salaries,
> dividends, fees, or other funds from the depository institution or
> holding company to be acquired.
>
>      

8\. Provide the following information.

+-------------------+-------------+-----------------+------------------+
| Name of each      | Number of   | Number of       | Number of shares |
|                   | shares per  | shares per      | per class of     |
| seller or         | class of    | class of voting | voting           |
| transferor        | voting      | securities to   | securities after |
|                   | securities  | be sold or      | completion of    |
|                   | now held    | transferred     | acquisition      |
+-------------------+-------------+-----------------+------------------+
|                   |             |                 |                  |
+-------------------+-------------+-----------------+------------------+
| Total             |             |                 |                  |
+-------------------+-------------+-----------------+------------------+
| Total as percent  |       %     |       %         |       %          |
| of total shares   |             |                 |                  |
| outstanding per   |             |                 |                  |
| class of voting   |             |                 |                  |
| securities        |             |                 |                  |
+-------------------+-------------+-----------------+------------------+

9\. Identify any person or parties employed, retained, or to be
compensated by any acquirer, or by any person on behalf of any acquirer,
to make solicitations or recommendations to stockholders and thereby
assist in the acquisition. Include a description of the terms of such
employment, retainer, or arrangement for compensation, and provide a
copy of any such agreement or contract.

     

10\. List and provide copies of all invitations, tenders, or
advertisements making a tender offer to stockholders for purchase of
their stock in connection with the proposed acquisition.

     

11\. Describe in detail any plans or proposals that any acquirer may
have to: (a) liquidate the depository institution or holding company to
be acquired, (b) sell its assets, (c) merge it with any company, or (d)
make any other significant change in its business strategy or corporate
structure.

     

12\. If changes are contemplated in the board of directors or senior
executive officers of the depository institution or holding company to
be acquired, provide a current and pro forma list of officers and
directors. The regulatory agency with which this notice has been filed
should be contacted to determine the filing or other information
requirements associated with changes to the board of directors or senior
executive officers, pursuant to Section 32 of the Federal Deposit
Insurance Act (12 USC 1831i).

     

13. For each acquirer, indicate any positions currently held (director,
    officer, or employee) in any other depository institution or holding
    company. Also indicate if any acquirer directly or indirectly (such
    as through personal trusts, corporations, or similar arrangements)
    owns, controls, or has power to vote 10 percent or more of any class
    of voting securities or other voting equity interests of any other
    depository institution or holding company.

+---------------+-------------------+-------------------+-------------+
| Name of each  | Name and address  | Position and      | Percent     |
|               | of                |                   |             |
| acquirer or   |                   | Date appointed    | ownership   |
| transferee    | each depository   |                   | of          |
|               | institution or    |                   |             |
|               | holding company   |                   | institution |
+---------------+-------------------+-------------------+-------------+
|               |                   |                   |             |
+---------------+-------------------+-------------------+-------------+

14. If any office of any depository institution or holding company with
    which the acquirer is currently associated is located in the same
    geographic market as the subject institution, provide the name and
    location of each office of such other organization.

     

15. If the proposed acquirer is not an individual (or a group of
    individuals acting in concert) and the acquirer is engaged, directly
    or indirectly (including through a subsidiary), in insurance
    activities that are supervised by a state insurance regulator,
    provide:

    a.  The name of the company.

    b.  A description of the insurance activity that the company is
        engaged in and has plans to conduct.

    c.  A list of each state and the lines of business in that state in
        which the company holds, or will hold, an insurance license.
        Indicate the state where the company holds a resident license or
        charter, as applicable.

## Privacy Act Notice

A copy of this document is provided to the appropriate regulatory agency
as required under 12 USC 1817(j) and implementing regulations. This
notice, including supporting material, is available to the public upon
request under the provisions of the Freedom of Information Act (5 USC
552). Contact the appropriate regulatory agency for the specific
procedures under which the notice would be disclosed to the public. To
the extent that it contains personal and financial information
concerning individual acquirers of depository institutions and holding
companies, the information may be subject to the Privacy Act of 1974 (5
USC 552a), which provides safeguards for personal information. The
applicability of the Privacy Act to the information provided on this
document will depend on the manner in which the appropriate federal
banking agency maintains such information.

This form solicits information that will enable the regulatory agencies
to evaluate and make a decision on each proposed change in control under
the standards prescribed by the Change in Bank Control Act. Failure to
provide information requested in connection with the processing of this
notice could result in disapproval of a proposed acquisition or a
determination that complete notice has not been submitted. Any person
acquiring control of an depository institution or holding company
without filing a notice prior to the proposed acquisition may be subject
to substantial civil money penalties. The Change in Bank Control Act
requires the regulatory agencies processing this notice to furnish
copies of this information to other federal and state banking
authorities. Where possible violations of laws or regulations are
disclosed, relevant information may be made available to other
regulatory agencies or other law enforcement or governmental agencies.
Identification of parties to a proposed transaction and details of that
transaction, to the extent material to the regulatory agency's
determination, may be incorporated in orders and notices issued under
the Change in Bank Control Act or otherwise made public.

**Certification**

*This notice must be signed by each acquiring party, or by at least two
directors, officers, partners, or others authorized to sign on behalf of
an acquiring party that is not an individual.*

I certify that the information contained in this notice has been
examined carefully by me and is true, correct, and complete, and is
current as of the date of this submission. I acknowledge that any
misrepresentation or omission of a material fact constitutes fraud in
the inducement and may subject me to legal sanctions provided by 18 USC
1001 and 1007.

I acknowledge that approval of this notice is in the discretion of the
appropriate federal banking agency. Actions or communications, whether
oral, written, or electronic, by an agency or its employees in
connection with this filing, including approval if granted, do not
constitute a contract, either express or implied, or any other
obligation binding upon the agency, other federal banking agencies, the
United States, any other agency or entity of the United States, or any
officer or employee of the United States. Such actions or communications
will not affect the ability of any federal banking agency to exercise
its supervisory, regulatory, or examination powers under applicable law
and regulations. I further acknowledge that the foregoing may not be
waived or modified by any employee or agent of a federal banking agency
or of the United States.

Signed this [     ]{.underline} day of [     ]{.underline} ,
[     ]{.underline}.

  --------------------------------- -- -----------------------------------
                                       

  Signature                            Signature

                                            

  Print or type name                   Print of Type name

                                            

  Title (if applicable)                Title (if applicable)
  --------------------------------- -- -----------------------------------