**Capital and Dividends** OCC Documents

**Approval/Conditional Approval Letter**

\[OCC LOGO\]

Date

Name of Representative

Name of Bank

Address

City, State, ZIP Code

Re: Application Description, CAIS Control Number

Dear Mr./Ms. (Name):

The Comptroller of the Currency (OCC) has ([approved/conditionally
approved]{.underline}) the ([name of bank]{.underline})'s
([capital/dividend]{.underline}) proposal of \$ ([amount]{.underline})
as outlined in your letter of ([date]{.underline}).

(If applicable.) This approval is subject to the following condition(s):

List conditions: (Conditions are subject to 12 USC 1818 and continue to
be in effect after capital changes are completed.)

The condition(s) of this approval (is a condition/are conditions)
"imposed in writing by the agency in connection with the granting of any
application or other request" within the meaning of 12 USC 1818(b)(1).

*(If applicable, describe any special items that must be completed prior
to the increase/decrease in capital.)*

*(For increases in capital, if not provided in the notice\]* Pursuant to
12 USC 57, an increase in capital stock requires the approval by
shareholders owning at least two-thirds of the bank's capital stock. In
addition, 12 USC 21a requires approval by the shareholders to amend the
bank's Articles of Association) or (Pursuant to 12 USC 51a, issuance of
preferred stock requires approval by the shareholders owning a majority
of stock of the bank. If necessary, any changes to the Articles of
Association would also require shareholder approval.)

*(For capital reductions, if not provided in the notice)* Pursuant to 12
USC 59, a reduction in capital stock requires approval by shareholders
owning at least two-thirds of the bank's capital stock and, if
necessary, amendments to the Articles of Association.

*(If proxy materials must be filed)* Preliminary proxy materials or
information statements must be filed for banks that are subject to 12
CFR 11 with the OCC's Securities and Corporate Practices Division (SCP),
Washington, DC, for review and clearance prior to distribution to
shareholders.

*(If applicable)* Before commencing the sale of securities, prepare and
file with SCP a registration statement or other document(s) that may be
required under 12 CFR 16.

This approval is granted based on a through review of all information
available, including the representations and commitments made in the
application(s) and by the bank's representatives.

The change in capital should be completed within one year of the date of
this letter.

If you have questions, contact (name) at telephone number).

Sincerely,

─Signature─

Name and Title

cc: Official File

**Approval Letter: Quasi-reorganization**

\[OCC LOGO\]

Date

Name of Representative

Name of Bank

Address

City, State, ZIP Code

Re: Application Description, CAIS Control Number

Dear Mr./Ms. (Name):

The Comptroller of the Currency (OCC) has granted permission for

(name of bank) to perform a quasi‑reorganization as outlined in your
letter of

(date). This letter constitutes OCC recognition of the proposed
quasi‑reorganization to compute the formulas established in 12 USC 56
and 60 for the payment of dividends. This letter also serves as approval
of the reduction in (capital/surplus).

*(If applicable)* This approval is granted subject to the following
condition(s):

List Conditions: (Conditions are subject to 12 USC 1818 and continue to
be in effect after completing the quasi-reorganization.)

The condition(s) of this approval (is a condition/are conditions)
"imposed in writing by the agency in connection with the granting of any
application of other request" within the meaning of 12 USC 1818. As
such, the condition(s) is/are enforceable under 12 USC 1818.

*(If applicable, describe any special items that must be completed prior
to the reorganization.)*

Specific accounting and legal requirements must be met:

-   The transaction must be accounted for according to Chapter 7A of
    Accounting Research Bulletin No. 43, issued by the American
    Institute of Certified Public Accountants (AICPA). Assets and
    liabilities must be valued first to their current market value and
    any net write off as a result of the revaluation charged against
    undivided profits. The revaluation cannot increase total capital.
    Once the revaluation is complete, the deficit in the undivided
    profits account may be eliminated against the surplus account, and
    if necessary, the common stock account.

-   Shareholder approval must be obtained for the quasi‑reorganization.
    Shareholders must be provided with a full disclosure of all material
    aspects of the proposal, including the appraisal process, prior to
    the shareholders' meeting.

-   *(If proxy materials must be filed)* Preliminary proxy materials or
    information statements must be filed for banks that are subject to
    12 CFR 11 with the OCC's Securities and Corporate Practices
    Division, Washington, DC, for review and clearance prior to
    distribution to shareholders.

-   *(For transactions that involve a reduction in common stock)*
    Shareholders' approval must be obtained for the reduction in common
    stock according to 12 CFR 5.46(k) and the Articles of Association
    may also have to be amended in accordance with 12 USC 21(a).

Once shareholder approval has been obtained, please notify the OCC when
the change has been completed. (The effective date will be the date the
bank receives OCC authorization; however, the first day of the quarter
in which authorization is obtained may be used as the effective date.)
Along with the notification, please provide:

-   A copy of the final proxy materials as distributed to the
    shareholders.

-   Certification of shareholders' approval.

-   *(For transactions that require a reduction in capital stock)* A
    certified copy of the amendment to the Articles of Association.

-   A statement that the transaction complied with all laws,
    regulations, and conditions imposed by the Comptroller of the
    Currency.

Upon receipt of your notification, the OCC will authorize the reduction
in capital.

The quasi‑reorganization should be completed within one year of the date
of this letter.

This approval is granted based on a thorough review of all information
available, including the representations and commitments made in the
application(s) and by the bank's(s') representatives.

If you have questions, please contact ([name, address, city, state, ZIP
Code]{.underline}) at ([telephone number]{.underline}).

Sincerely

─Signature─

Name and Title

cc: Official File

bcc: Quality Assurance Coordinator

**Authorization Letter: Capital Decrease**

\[OCC LOGO\]

Date

Name of Representative

Name of Bank

Address

City, State, ZIP Code

Re: Application Description, CAIS Control Number

Dear Mr./Ms. (Name):

This will acknowledge receipt of your letter of notification
([date]{.underline}), concerning the reduction of \$
([amount]{.underline}) in ([common stock/preferred stock/capital
surplus]{.underline}).

This letter is the official authorization of the Comptroller of the
Currency given to ([name of bank, city, and state]{.underline}),
([charter number]{.underline}), to decrease its ([common stock/preferred
stock/surplus]{.underline}) account from \$ ([amount]{.underline}) to

\$ ([amount]{.underline}), effective ([date]{.underline})\*, and capital
surplus from \$ ([amount]{.underline}) to

\$ ([amount]{.underline}).

(*If applicable*) This letter also confirms that the bank's capital
category for purposes of 12 USC 1831o and 12 CFR 6 changed from ([former
capital category]{.underline}) to ([new capital category]{.underline})
effective ([date]{.underline}).\* The bank should change its legal
lending limit calculation as of ([date]{.underline}).\* In addition, all
other statutory limits based on resulting capital changed on
([date]{.underline}).

Sincerely,

─Signature─

Name and Title

cc: Official File

\* Use actual date of decrease.

**Certification of Capital Increase**

\[OCC LOGO\]

Date

Name of Representative

Name of Bank

Address

City, State, ZIP Code

Re: Application Description, CAIS Control Number

Dear Mr./Ms. (Name):

*(For common and preferred stock)*

This will acknowledge receipt of your letter of notification
([date]{.underline}), concerning the increase of \$
([amount]{.underline}) in ([common/preferred]{.underline}) stock.

This letter is the official certification of the approval of the
Comptroller of the Currency given to ([name of bank, city, and
state]{.underline}) to increase its ([common/preferred]{.underline})
stock from \$ ([amount]{.underline}) to \$ ([amount]{.underline}). The
proceeds may be considered as capital, effective ([date]{.underline}).\*

*(For surplus)*

This letter is the official authorization of the approval of the
Comptroller of the Currency given to ([name of bank, city, and
state]{.underline}) to increase its

capital surplus from \$ ([amount]{.underline}) to \$
([amount]{.underline}). The proceeds may be considered as capital,
effective ([date]{.underline}).\*

(*If applicable*) This letter also confirms that the bank's capital
category for purposes of 12 USC 1831o and 12 CFR 6 changed from ([former
capital category]{.underline}) to ([new capital category]{.underline})
effective ([date]{.underline}).\* The bank should change its legal
lending limit calculation as of ([date]{.underline}).\* In addition, all
other statutory limits based on resulting capital changed on
([date]{.underline}).

Sincerely,

─Signature─

Name and Title

‑‑OCC SEAL‑‑

cc: Official File

\* Use actual date of the increase.

**Acknowledgment Letter for Notice of Preferred Stock Terms**

\[OCC LOGO\]

Date

Name of Representative

Name of Bank

Address

City, State, ZIP Code

Re: Application Description, CAIS Control Number

Dear Mr./Ms. (Name):

This will acknowledge receipt of your letter of notification
([date]{.underline}), concerning the preferred stock terms for ([name of
bank and charter number]{.underline}). You may consider the preferred
stock terms approved if you receive no additional communication from our
agency on, or before (insert date automatic approval will become
effective).

The OCC will consider the issue (Tier 1 or Tier 2) capital.

*(Insert if applicable)*

Shareholders should approve, by a majority vote, the necessary issuance
of authorized shares of preferred stock.

Preliminary proxy materials or information statements must be filed for
banks that are subject to 12 CFR 11 with the OCC's Securities and
Corporate Practices Division (SCP), Washington, DC, for review and
clearance prior to distribution to shareholders.

Before commencing the sale of securities, prepare and file with SCP a
registration statement or other document(s) that may be required under
12 CFR 16.

Please notify the OCC after you have completed the change and complied
with legal requirements (see 12 CFR 5.46(I)(3) for notification
requirements). Upon receipt of your notification, the OCC will certify
the increase in capital, provided it is legal.

If you have questions, contact ([name]{.underline}) at ([telephone
number]{.underline}).

Sincerely,

─Signature─

Name and Title

‑‑OCC SEAL‑‑

cc: Official File