+--------+---+-----------------------------+--------+-----------------+---+
| # O    | # |                             |        |                 | # |
|        | # |                             |        |                 |   |
| ##     | # |                             |        |                 |   |
|        | # |                             |        |                 | # |
|        |   |                             |        |                 |   |
|        | O |                             |        |                 |   |
|        | C |                             |        |                 | # |
|        | C |                             |        |                 | # |
|        |   |                             |        |                 |   |
|        | 2 |                             |        |                 |   |
|        | 0 |                             |        |                 |   |
|        | 0 |                             |        |                 |   |
|        | 5 |                             |        |                 |   |
|        | - |                             |        |                 |   |
|        | 2 |                             |        |                 |   |
|        | 0 |                             |        |                 |   |
+--------+---+-----------------------------+--------+-----------------+---+
|        | * |                             |        |                 |   |
|        | * |                             |        |                 |   |
|        | O |                             |        |                 |   |
|        | C |                             |        |                 |   |
|        | C |                             |        |                 |   |
|        | B |                             |        |                 |   |
|        | U |                             |        |                 |   |
|        | L |                             |        |                 |   |
|        | L |                             |        |                 |   |
|        | E |                             |        |                 |   |
|        | T |                             |        |                 |   |
|        | I |                             |        |                 |   |
|        | N |                             |        |                 |   |
|        | * |                             |        |                 |   |
|        | * |                             |        |                 |   |
+--------+---+-----------------------------+--------+-----------------+---+
| ## Com |   |                             |        |                 |   |
| ptroll |   |                             |        |                 |   |
| er of  |   |                             |        |                 |   |
| the Cu |   |                             |        |                 |   |
| rrency |   |                             |        |                 |   |
|        |   |                             |        |                 |   |
| > A    |   |                             |        |                 |   |
| dminis |   |                             |        |                 |   |
| trator |   |                             |        |                 |   |
| > of   |   |                             |        |                 |   |
| > Na   |   |                             |        |                 |   |
| tional |   |                             |        |                 |   |
| >      |   |                             |        |                 |   |
|  Banks |   |                             |        |                 |   |
+--------+---+-----------------------------+--------+-----------------+---+
| ## Su  |   | ## No                       | ##     | ## Amendm       |   |
| bject: |   | tice of Comptroller of the  | Descri | ent to Year 200 |   |
|        |   | Currency Fees for Year 2005 | ption: | 5 Fee Structure |   |
+--------+---+-----------------------------+--------+-----------------+---+

**TO:** Chief Executive Officers of All National Banks, Federal Branches
and Agencies, Department and Division Heads, and All Examining Personnel

The purpose of this issuance is to inform all national banks and federal
branches and agencies of revised fees charged by the Office of the
Comptroller of the Currency (OCC) for year 2005. Changes apply beginning
**June 6, 2005**. A new fee is being added and one eliminated, since the
publication of the 2005 fee schedule.

The OCC is adding a fee for an application to make a fundamental change
to the asset composition of a national bank under new section 5.53 of
the OCC's rules, 12 CFR 5.53. The requirement for approval in these
circumstances is detailed in the OCC's final rule on fundamental changes
in the asset composition of a bank, published at 69 FR 50293 (August 16,
2004). Specifically, the OCC will charge a \$10,000 fee for an
application to reactivate a charter of a formerly dormant bank or a
national bank that recently was stripped of its assets and liabilities
and became dormant under 12 CFR 5.53. Reactivation of a charter can
occur by subsequent purchase of assets, other acquisitions of assets,
other expansion of its operations, or by any other means not herein
identified.

The OCC will not require a fee for an application to make a fundamental
change to the asset composition by stripping a national bank of its
assets and liabilities under this rule.

The fee being removed is for all After-the-Fact notices of operating
subsidiaries, including noncontrolling investments under 12 CFR 5.33(c).

**LICENSING FEES** [^1]

Reference: [12 CFR
5.5](http://www.occ.treas.gov/fr/fedregister/69fr50293.pdf)

\[http://www.occ.treas.gov/fr/fedregister/69fr50293.pdf\]

(continued next page)

**The Licensing Fee Schedule is as follows:**

+--------------------------------------------------+-------------------+
| **Application Type**                             | **Fee**           |
+--------------------------------------------------+-------------------+
| ## New National Bank Charter                     | \$25,000          |
|                                                  |                   |
| Individuals and Nonbank Holding Company          | 35,000            |
| Sponsored [^2]                                   |                   |
|                                                  | 25,000            |
| ### Full Service                                 |                   |
|                                                  | 50,000            |
| ### Credit Card                                  |                   |
|                                                  | 10,000            |
| ### Trust                                        |                   |
|                                                  | 10,000            |
| -   Internet -- Primary [^3]                     |                   |
|                                                  | 10,000            |
| ##  Bank Holding Company Sponsored               |                   |
|                                                  | 50,000            |
| -   Full Service                                 |                   |
|                                                  | 25,000            |
| -   Credit Card                                  |                   |
|                                                  | 0                 |
| ### Trust                                        |                   |
|                                                  |                   |
| -   Internet -- Primary ^3^                      |                   |
|                                                  |                   |
| -   Bankers' Bank                                |                   |
|                                                  |                   |
| Low- and Moderate-Income Area [^4]               |                   |
+--------------------------------------------------+-------------------+
| ####### Conversion to a National Bank            | 5,000             |
|                                                  |                   |
| Standard                                         | 2,500             |
|                                                  |                   |
| Expedited                                        |                   |
+--------------------------------------------------+-------------------+
| **Business Combination Between Banks** [^5]      | 6,000             |
|                                                  |                   |
| Standard                                         | 2,000             |
|                                                  |                   |
| Expedited -- Business Reorganization ^5^         | 4,000             |
|                                                  |                   |
| Expedited -- Streamlined Application ^5^         |                   |
+--------------------------------------------------+-------------------+
| **Combination with Nonbank Subsidiary or         | 2,000             |
| Affiliate** [^6]                                 |                   |
+--------------------------------------------------+-------------------+
| **Expedited Reorganization** [^7]                | 250               |
+--------------------------------------------------+-------------------+
| ####### Failure Resolution                       | 7,500             |
|                                                  |                   |
| Acquisition by De Novo Group                     | 2,000             |
|                                                  |                   |
| Acquisition by Existing Bank, Bank Holding       |                   |
| Company, or                                      |                   |
|                                                  |                   |
| Experienced Group                                |                   |
+--------------------------------------------------+-------------------+
| **Branches** [^8]                                | 350               |
|                                                  |                   |
| Standard                                         | 0                 |
|                                                  |                   |
| Expedited                                        | 0                 |
|                                                  |                   |
| Low- and Moderate-Income Area [4]{.underline}/   |                   |
| or Indian Reservations ^8^                       |                   |
+--------------------------------------------------+-------------------+
| ####### Branch Relocation                        | 350               |
|                                                  |                   |
| Standard                                         | 0                 |
|                                                  |                   |
| Expedited                                        | 0                 |
|                                                  |                   |
| Short-Distance                                   |                   |
+--------------------------------------------------+-------------------+
| ####### Main Office Relocation                   | 0                 |
|                                                  |                   |
| To Existing Branch Within City Limits            | 700               |
|                                                  |                   |
| Other -- Standard                                | 350               |
|                                                  |                   |
| Other -- Expedited                               |                   |
+--------------------------------------------------+-------------------+
| **Subsidiary**                                   | 2,700             |
|                                                  |                   |
| Standard                                         | as above          |
|                                                  |                   |
| Multi-Bank Operating Subsidiary                  | +100 for each     |
|                                                  | add'l bank        |
| After-the-Fact                                   |                   |
|                                                  | 0                 |
+--------------------------------------------------+-------------------+
| **Change in Bank Control** [^9]                  | 10,000            |
|                                                  |                   |
| New Entrant to System                            | 5,000             |
|                                                  |                   |
| After-the-Fact                                   | 2,000             |
|                                                  |                   |
| Existing Officer/Director/National Bank          |                   |
+--------------------------------------------------+-------------------+
| **Fundamental Change in Asset Composition of     | 0                 |
| Bank**                                           |                   |
|                                                  | 10,000            |
| Stripping of Charter by Sale or Other            |                   |
| Disposition of Assets                            |                   |
|                                                  |                   |
| Reactivation of Dormant/Stripped Charter [^10]   |                   |
+--------------------------------------------------+-------------------+
| **Increase in Permanent Capital** [^11]          | 500               |
|                                                  |                   |
| Standard Request for Approval                    | 250               |
|                                                  |                   |
| Expedited Request for Approval                   |                   |
+--------------------------------------------------+-------------------+
| **Reduction in Permanent Capital** [^12]         | 500               |
|                                                  |                   |
| Standard                                         | 250               |
|                                                  |                   |
| Expedited                                        |                   |
+--------------------------------------------------+-------------------+
| **Subordinated Debt as Capital** [^13]           | 1,000             |
|                                                  |                   |
| Standard Application for Approval                | 500               |
|                                                  |                   |
| Expedited Approval                               | 250               |
|                                                  |                   |
| Request to Prepay                                |                   |
+--------------------------------------------------+-------------------+
| ## Fiduciary Powers                              | 1,600             |
|                                                  |                   |
| Standard                                         | 800               |
|                                                  |                   |
| Expedited                                        |                   |
+--------------------------------------------------+-------------------+
| ####### Bank Service Corporation                 | 2,000             |
|                                                  |                   |
| Standard                                         | 500               |
|                                                  |                   |
| After-the-Fact                                   |                   |
+--------------------------------------------------+-------------------+
| ## Dividend                                      | 0                 |
|                                                  |                   |
| ##  Cash Dividend                                | 250               |
|                                                  |                   |
| Dividend-in-Kind                                 |                   |
+--------------------------------------------------+-------------------+
| **Stock Appraisal** [^14]                        | 8,200             |
+--------------------------------------------------+-------------------+
| **Section 914 Notice** (Changes in directors or  | 35                |
| senior executive officers)                       |                   |
+--------------------------------------------------+-------------------+
| **Federal Branches and Agencies** [^15]          | 10,000            |
|                                                  |                   |
| Initial Federal Branch or Agency                 | 1,000             |
|                                                  |                   |
| Additional Federal Branch or Agency              | 500               |
|                                                  |                   |
| -   Standard                                     | 350               |
|                                                  |                   |
| -   Expedited                                    | 0                 |
|                                                  |                   |
| Relocation                                       | 0                 |
|                                                  |                   |
| -   Standard [^16]                               | 3,600             |
|                                                  |                   |
| ```{=html}                                       | 1,800             |
| <!-- -->                                         |                   |
| ```                                              | 700               |
| -   Expedited                                    |                   |
|                                                  | 350               |
| -   Short-Distance                               |                   |
|                                                  | 1,600             |
| Change of Status -- State to Federal             |                   |
|                                                  | 800               |
| -   Standard                                     |                   |
|                                                  | 0                 |
| -   Expedited                                    |                   |
|                                                  |                   |
| Change of Status -- Other [^17]                  |                   |
|                                                  |                   |
| -   Standard                                     |                   |
|                                                  |                   |
| -   Expedited                                    |                   |
|                                                  |                   |
| Fiduciary Powers                                 |                   |
|                                                  |                   |
| -   Standard                                     |                   |
|                                                  |                   |
| -   Expedited                                    |                   |
|                                                  |                   |
| Voluntary Liquidation                            |                   |
+--------------------------------------------------+-------------------+

Lawrence E. Beard

Deputy Comptroller for Licensing

Attachment: [12 CFR
5.5](http://www.occ.treas.gov/fr/fedregister/69fr50293.pdf)

\[http://www.occ.treas.gov/fr/fedregister/69fr50293.pdf\]

###### LICENSING FEES -- Endnotes

[^1]: Expedited processing is available to eligible banks as defined in
    12 CFR 5 and 28. Applicants may request a reduced fee for
    transactions requiring multiple filings, steps, or banks. Applicants
    requesting reduced fees should consult with the licensing manager in
    the appropriate district office in advance of filing. Generally, fee
    concessions are not granted unless savings in the OCC's processing
    costs are demonstrated.

[^2]: These fees are appropriate for charter applications submitted by a
    group of individuals or a sponsor that is not a bank holding company
    for purposes of the Bank Holding Company Act; or a sponsor that has
    received Federal Reserve Board approval as a bank holding company
    but has been in operation for less than three years prior to filing
    the application to organize a new national bank.

[^3]: Includes banks that will operate predominantly on the Internet,
    but also have limited branch or nonbranch physical facilities, such
    as kiosks or ATMs (limited facility bank), as well as banks that
    will operate solely via the Internet (Internet-only bank).

[^4]: The OCC does not require a licensing filing fee for applications
    for new national bank charters or branches to be located in a low-
    or moderate-income area as defined in 12 CFR 25.12(l), (n)(l), and
    (n)(2), and where no other depository institution operates a branch
    or main office.

[^5]: The stated fees are for a transaction involving two banks. If more
    than two *affiliated* banks are involved, and, if the following
    criteria are met, the OCC may charge a fee of \$100 for each
    additional intrastate charter and \$200 for each additional
    interstate charter involved in the transaction. *Criteria:* a) the
    acquiring bank is eligible, b) current national bank assets exceed
    nonnational bank assets, and c) the combination presents no expected
    complications. Otherwise, additional fees will be required (equal to
    no more than one-half the stated fee times the number of banks),
    based on the marginal increases in the OCC's processing costs
    attributable to the additional banks.

    An application that does not qualify for expedited review because it
    involves either an interim bank, a trust bank, or a credit card
    bank, is nonetheless charged the expedited-business reorganization
    fee if (1) the interim bank is merging with an eligible bank or (2)
    the trust bank or credit card bank is a subsidiary of a bank holding
    company of which its lead bank is an eligible national bank or is a
    subsidiary of an eligible national bank. However, the application is
    not eligible for expedited review.

    The "Expedited -- Business Reorganization" fee is charged for branch
    purchase and assumption transactions between affiliated
    institutions. Purchase and assumption transactions between
    unaffiliated banks are charged either the "Standard" or the
    "Expedited-Streamlined Application" fee, as appropriate.

    The definition of business reorganization is found at 12 CFR
    5.33(d)(2). The definition of a streamlined application is found at
    12 CFR 5.33(j)(1).

[^6]: Transactions conducted pursuant to 12 USC 215a-3.

[^7]: Transactions conducted pursuant to 12 USC 215a-2.

[^8]: The fee listed is for one branch. Multiple branches filed together
    and published on the same date may be charged \$100 per additional
    bank branch. The OCC does not require a licensing filing fee for
    applications for branches to be located on an Indian reservation.

[^9]: The fee for a change-in-bank-control filing should be borne by the
    party(ies) acquiring the shares. The fee for increases by an
    existing officer or director is available for persons who have been
    associated with the bank for more than three years.

[^10]: The OCC will charge a fee for an application to reactivate a
    charter of a formerly dormant bank or a national bank that recently
    was stripped of its assets and liabilities and became dormant under
    12 CFR 5.53. Reactivation of a charter can occur by subsequent
    purchase of assets, other acquisitions of assets, other expansion of
    its operations, or by any other means not herein identified.

[^11]: A national bank generally need only submit a notice to increase
    its permanent capital. However, prior OCC approval is required to
    increase permanent capital if a bank is required by the OCC to
    obtain prior approval; it plans to sell common or preferred stock
    for consideration other than cash; or it will receive a material
    noncash contribution to capital surplus.

[^12]: Includes distributions from surplus or surplus accounts (unless
    to pay dividends from surplus that was transferred from prior period
    earnings); acquisitions of treasury stock; or retirement of
    outstanding shares. The expedited fee applies to an application to
    conduct a reverse stock split. No fee is required for applications
    to pay a dividend pursuant to 12 USC 60(b) unless it is a
    dividend-in-kind.

[^13]: Prior approval is required if the OCC has notified the bank that
    it must receive prior approval or the bank will become inadequately
    capitalized after the transaction. Otherwise, a bank may issue
    subordinated debt without prior OCC approval. However, if the bank
    would like the subordinated debt to count as Tier 2 capital, it must
    provide the OCC with notification after the debt has been issued. No
    fee is charged for this request. No approval is required for
    eligible banks to repay subordinated debt.

[^14]: The fee for a stock appraisal must be borne by the bank which, in
    the case of a business combination, is the surviving bank.

[^15]: After‑the‑fact merger applications could be subject to a fee. If
    a fee is required, it will be determined based on the specific
    circumstances surrounding the transaction.

[^16]: Interstate relocations are processed under standard procedures.

[^17]: There is no fee for a downgrade in the status of the federal
    branch or agency.