OMB No. for FDIC 3064-0001

OMB No. for OCC 1557-0014

OMB No. for OTS 1550-0005

Expiration Date: 05/31/2010

> ***INTERAGENCY CHARTER AND FEDERAL DEPOSIT INSURANCE APPLICATION***
>
> Public reporting burden for this collection of information is
> estimated to average 250 hours per response (125 hours for the charter
> application and 125 hours for the insurance application), including
> the time to review instructions, search, and to review and 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: Office of the
> Executive Secretary, Federal Deposit Insurance Corporation, 550 17th
> Street, NW, Washington, DC 20429; Licensing Policy and Systems
> Division, Comptroller of the Currency, 250 E Street, S.W., Washington,
> DC 20219; or Office of Examination Policy, Office of Thrift
> Supervision, 1700 G Street, N.W., Washington, DC 20552; and to the
> Office of Management and Budget, Paperwork Reduction Project,
> Washington, DC 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 application is used to effect a transaction under:

-   Sections 5 and 6 of the Federal Deposit Insurance Act (FDIA), as
    amended (12 U.S.C. 1815, 1816), for federal deposit insurance.

-   Section 5(e) of the Home Owners' Loan Act (HOLA), as amended (12
    U.S.C. 1464(e)), for a federal savings association charter.

-   The National Bank Act, as amended (12 U.S.C. 21 *et seq*.), for a
    national bank charter.

-   The state law for applying for state depository charters, as
    approved by state regulatory authorities.

> 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
> 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
> such cross-reference must be made to a specific cite or location in
> the documents, so the information can be located easily.* Supporting
> information for all relevant factors, setting forth the basis for
> Applicant\'s conclusions, should accompany the application. The
> regulatory agency may request additional information.
>
> This application form collects information that the regulatory
> agencies will need to evaluate a charter or insurance application.
> While most of the information will be available when the organizers
> submit the application, some information will not be available at that
> time. Each agency has specific purposes and different timing
> requirements in collecting some of this information; for example,
> receipt of the organizers' draft policies. For any question about when
> to submit a specific item, organizers should contact the appropriate
> regulatory agencies to discuss the specific timing for submission.
>
> The regulatory agency must consider the applicable statutory
> requirements set forth in the preceding provisions, 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, please refer to the
> appropriate regulatory agency\'s procedural guidelines \[i.e.,
> *Comptroller's Corporate Manual*, the FDIC\'s Rules and Regulations
> (12 C.F.R. 303) and Statement of Policy on "Applications for Deposit
> Insurance", the OTS\' *Applications Processing Handbook,* or the
> application guidelines for the state in which the Applicant seeks a
> state charter\]. The Applicant may contact the agency

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  directly for specific instruction or visit their websites at
  [www.fdic.gov](http://www.fdic.gov/),
  [www.occ.treas.gov](http://www.occ.treas.gov/),
  [www.ots.treas.gov](http://www.ots.treas.gov/), and
  [www.csbs.org](http://www.csbs.org/) (through "Links" to each state
  banking department).

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> **Notice of Publication**
>
> The Applicant must publish notice of the proposed organization in a
> newspaper of general circulation in the community or communities in
> which the proposed financial institution will be located. Contact the
> appropriate regulatory agency for the specific requirements of the
> notice of publication.
>
> **Electronic Submission**

In addition to an original application and the appropriate number of
signed copies, the regulatory agencies would like to have an electronic
copy of the information in the application, especially of the business
plan's financial projections. Submission of an electronic copy is
voluntary. It will be used only for internal review and processing and
will not be released to the public. The electronic copy may be provided
on a computer diskette, using common word processing and spreadsheet
software. For E-mail submissions, contact the appropriate regulatory
agency for instructions and information about secure transmission of
confidential material.

> **Confidentiality**
>
> Any Applicant 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 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 U.S.C. 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 Applicant should follow the same
> procedure when requesting confidential treatment for the subsequent
> filing of supplemental information to the application.
>
> The Applicant 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
> Applicant of any decision to publicly release information labeled as
> \"Confidential.\"
>
> ***INTERAGENCY CHARTER AND FEDERAL DEPOSIT INSURANCE APPLICATION***
>
> **(**Check all appropriate boxes.)
>
> **Type of Charter** **Chartering Agency**
>
> National Bank Comptroller of the Currency
>
> State Bank Office of Thrift Supervision
>
> Federal Savings Bank or Association State      
>
> State Savings Association
>
> Other       **Insurance Fund**
>
> Bank Insurance Fund
>
> **Special Focus** Savings Association Insurance Fund
>
> Community Development
>
> Cash Management **Type of Insurance Application**
>
> Trust De Novo
>
> Bankers' Bank Operating Noninsured Institution
>
> Credit Card: CEBA Non-CEBA Other      
>
> Other      
>
> **Federal Reserve Status**
>
> *For OCC:* Standard Expedited Member Bank
>
> Nonmember Bank
>
> **Proposed Depository Institution** (institution)

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

  Name                                                   

  **     **                                              

  Street                                                 

                                                              

  City                        State                      ZIP Code
  ------------------------ -- ----------------------- -- ------------------

> **Holding Company Identifying Information** (if applicable)

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

  Name                                                   

  **     **                                              

  Street                                                 

                                                              

  City                        State                      ZIP Code
  ------------------------ -- ----------------------- -- ------------------

> **Contact Person**

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

  Name                                                   

  **     **                                              

  Street                                                 

                                                              

  City                        State                      ZIP Code
  ------------------------ -- ----------------------- -- ------------------

***INTERAGENCY CHARTER AND FEDERAL DEPOSIT INSURANCE APPLICATION***

1.  **Overview**

> \(a\) Provide a brief overview of the application. The overview should
> describe the institution's business and any special market niche,
> including the products, market, services, and any nontraditional
> activities.
>
>      
>
> \(b\) Describe any issues about the permissibility of the proposal
> with regard to applicable state or federal laws or regulations.
> Identify any regulatory waiver requests and provide adequate
> justification.
>
>      
>
> \(c\) List and provide a copy of all applications filed in conjunction
> with this proposal, such as applications for holding company, trust
> powers, branch offices, service corporations, and other subsidiaries.
>
>      
>
> \(d\) When available, provide a copy of all public or private offering
> materials and the proposed form of stock certificate, including any
> required restrictive legends.
>
>      
>
> \(e\) (Provide a copy of the proposed articles of association,
> articles of incorporation, or charter, and proposed bylaws.
>
>      
>
> \(f\) Provide a copy of the business plan. The business plan should
> address, at a minimum, the topics contained in the appropriate
> regulatory agency's Business Plan Guidelines.      

2.  **Management**

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(a) Provide a list of the organizers, proposed directors, senior
    executive officers, and any individual, or group of proposed
    shareholders acting in concert, that will own or control 10 percent
    or more of the institution's stock. For each person listed, attach
    an Interagency Biographical and Financial Report, a fingerprint
    card, and indicate all positions and offices currently held or to be
    held with the institution's holding company and its affiliates, if
    applicable. Include the signed "Oath of Director" for each proposed
    director. For an OTS filing, provide a RB 20a Certification for each
    person listed.

>      

(b) Describe each proposed director's qualifications and experience to
    serve and oversee management's implementation of the business plan.
    Describe the extent, if any, to which directors or major
    stockholders are or will be involved in the day-to-day management of
    the institution. Also list the forms of compensation, if any.

>      

(c) Provide a list of board committees and members.

>      

(d) Describe any plans to provide ongoing director education or
    training.

>      

(e) Describe each proposed senior executive officer's duties and
    responsibilities and qualifications and experience to serve in
    his/her position. If a person has not yet been selected for a key
    position, list the criteria that will be required in the selection
    process. Discuss the proposed terms of employment, including
    compensation and benefits, and attach a copy of all pertinent
    documents, including an employment contract or compensation
    arrangement. Provide the aggregate compensation of all officers.

>      

(f) Describe any potential management interlocking relationships (12
    U.S.C. 1467a(h)(2), 3201-3208, or applicable state law) that could
    occur with the establishment or ownership of the institution.
    Include a discussion of the permissibility of the interlock with
    regard to relevant law and regulations or include a request for an
    exemption.

>      

(g) Describe any potential conflicts of interest.

>      

(h) Describe any transaction, contract, professional fees, or any other
    type of business relationship involving the institution, the holding
    company, and its affiliates (if applicable), and any organizer,
    director, senior executive officer, shareholder owning or
    controlling 10 percent or more, and other insiders. Include
    professional services or goods with respect to organizational
    expenses and bank premises and fixed asset transactions.
    (Transactions between affiliates of the holding company that do not
    involve the institution need not be described.)

>      
>
> 1\) State whether the business relationship is made in the ordinary
> course of business, is made on substantially the same terms as those
> prevailing at the time for comparable transactions with non-insiders,
> and does not present more than the normal risk of such transaction or
> present other unfavorable features.
>
>      
>
> 2\) Specify those organizers that approved each transaction and
> whether the transaction was disclosed to proposed directors and
> prospective shareholders.
>
>      
>
> 3\) Provide all relevant documentation, including contracts,
> independent appraisals, market valuations, and comparisons.
>
>      

(i) Describe all stock benefit plans of the institution and holding
    company, including stock options, stock warrants, and other similar
    stock-based compensation plans, for senior executive officers,
    organizers, directors, and other insiders. Include in the
    description:

>      
>
> 1\) The duration limits.
>
>      

2)  The vesting requirements.

>      
>
> 3\) Transferability restrictions.
>
>      
>
> 4\) Exercise price requirements.
>
>      
>
> 5\) Rights upon termination.
>
>      
>
> 6\) Any "exercise or forfeiture" clause.
>
>      
>
> 7\) Number of shares to be issued or covered by the plans.
>
>      
>
> Provide a list of participants, allocation of benefits to each
> participant, and a copy of each proposed plan. (Plans must conform to
> applicable regulatory guidelines.)
>
> **3.** **Capital**
>
> \(a\) For each class of stock, provide the number of authorized
> shares, the number of shares to be issued, par value, voting rights,
> convertibility features, liquidation rights, and the projected sales
> price per share. Indicate the amount of net proceeds to be allocated
> to common stock, paid-in surplus, and other capital segregations.
>
>      
>
> \(b\) Describe any noncash contributions to capital, and provide
> supporting documents for assigned values, including an independent
> evaluation or appraisal.
>
>      
>
> \(c\) Discuss the adequacy of the proposed capital structure relative
> to internal and external risks, planned operational and financial
> assumptions, including technology, branching, and projected
> organization and operating expenses. Present a thorough justification
> to support the proposed capital, including any off-balance-sheet
> activities contemplated. Describe any plans for the payment of
> dividends.
>
>      
>
> \(d\) List all known subscribers to stock. For organizers, directors,
> 10 percent shareholders, senior executive officers, and other
> insiders, include the number of shares and anticipated investment and
> the amount of direct and indirect borrowings to finance the
> investment. Discuss how any debt will be serviced.
>
>      
>
> \(e\) List recipients and amounts of any fees, commissions, or other
> considerations in connection with the sale of stock.
>
>      
>
> \(f\) Indicate whether the institution plans to file for S Corporation
> tax status.
>
>      
>
> **4. Convenience and Needs of the Community**
>
> NOTE: This information must be consistent with the proposed business
> plan.
>
> \(a\) Market Characteristics
>
> 1\) Define the intended geographical market area(s). Include a map of
> the market area, pinpointing the location of proposed bank's offices
> and offices of competing depository institutions.
>
>      
>
> 2\) Describe the competitive factors the institution faces in the
> proposed market and how the institution will address the convenience
> and needs of that market to maintain its long-term viability.
>
>      
>
> 3\) Discuss the economic environment and the need for the institution
> in terms of population trends, income, and industry and housing
> patterns.
>
>      

(b) Community Reinvestment Act (CRA) Plan[^1]

> NOTE: The CRA Plan must be bound separately.
>
> 1\) Identify the assessment area(s) according to the CRA
> regulations.[^2]
>
>      
>
> 2\) Summarize the performance context for the institution based on the
> factors discussed in the CRA regulations.[^3]
>
>      
>
> 3\) Summarize the credit needs of the institution's proposed
> assessment area(s).

     

> 4\) Identify the CRA evaluation test[^4] under which the institution
> proposes to be assessed.
>
>      
>
> 5\) Discuss the institution's programs, products, and activities that
> will help meet the existing or anticipated needs of its community(ies)
> under the applicable criteria of the CRA regulation, including the
> needs of low‑ and moderate‑income geographies and individuals.
>
>      
>
> **5. Premises and Fixed Assets**

(a) Provide a physical description for permanent premises and discuss
    whether they will be publicly and handicapped accessible. Indicate
    the level and type of property insurance to be carried.

>      

(b) If the permanent premises are to be purchased, provide name of
    seller, purchase price, cost and description of necessary repairs
    and alterations, and annual depreciation. If the premises are to be
    constructed, provide the name of the seller, the cost of the land,
    and the construction costs. Indicate the percentage of the building
    that will be occupied by the bank. Provide a copy of the appraisal.

>      

(c) If the permanent premises are to be leased, provide name of owner,
    terms of the lease, and cost and description of leasehold
    improvements. Provide a copy of the proposed lease when available.

>      

(d) If temporary quarters are planned, provide a description of interim
    facility, length of use, lease terms, and other associated
    commitments and costs.

>      

(e) State whether proposed premises and fixed asset expenditures conform
    to applicable statutory limitations.

>      
>
> \(f\) Outline the security program that will be developed and
> implemented, including the security devices.[^5]
>
>      
>
> \(g\) Discuss any significant effect the proposal will have on the
> quality of the human environment. Include in the discussion changes in
> air and/or water quality, noise levels, energy consumption, congestion
> of population, solid waste disposal, or environmental integrity of
> private land within the meaning of the National Environmental Policy
> Act, 42 U.S.C. 4321, et seq.
>
>      
>
> \(h\) Describe any plan to establish branches or relocate the main
> office within the first three years. Any acquisition or operating
> expenses should be reflected in the financial projections.
>
>      

(j) Indicate if the establishment of the proposed main office and/or any
    branch site may affect any district, site, building, structure, or
    object listed in, or eligible for listing in, the National Register
    of Historic Places pursuant to the National Historic Preservation
    Act, 16 U.S.C. 470f. (See the Advisory Council

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  on Historic Preservation at [www.achp.gov](http://www.ACHP.gov/) for
  the Act and implementing regulations.) Specify how such determination
  was made:

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>      
>
> 1\) Consultation with the State Historic Preservation Officer (SHPO)
> and/or Tribal Historic Preservation Officer (THPO) (when tribal lands
> or historic properties of significance to a tribe are involved).
>
> 2\) Reviewed National Register of Historic Places (see
> www.cr.nps.gov/nr).
>
> 3\) Applied National Register criteria to unlisted properties.[^6]
>
> 4\) Reviewed historical records.
>
> 5\) Contact with preservation organizations.
>
> 6\) Other (describe).
>
> As appropriate, provide a copy of any documentation of consultation
> with the SHPO and/or THPO. *You are reminded that if a historic
> property may be affected, no site preparation, demolition,
> alterations, construction or renovation may occur without the
> appropriate regulatory agency's authorization.*
>
> **6. Information Systems**

(a) State whether the institution plans to market its products and
    services (the ability to do transactions or account maintenance) via
    electronic means. If yes, specifically state the products and
    services that will be offered via electronic banking or the
    Internet.

>      
>
> \(b\) Outline the proposed or existing information systems
> architecture and any proposed changes or upgrades. The information
> should describe how: (1) the information system will work within
> existing technology; (2) the information system is suitable to the
> type of business in which the institution will engage; (3) the
> security hardware, software, and procedures will be sufficient to
> protect the institution from unauthorized tampering or access; and (4)
> the organizers and directors will allocate sufficient resources to the
> entire technology plan.
>
>      
>
> \(c\) Provide lists or descriptions of the primary systems and
> flowcharts of the general processes related to the products and
> services. The level of detail in these system descriptions should be
> sufficient to enable verification of the cost projections in the *pro
> formas*.
>
>      
>
> \(d\) Estimate the start-up budget for the information systems related
> to the products and services and the expected annual operating and
> maintenance costs (including telecommunications, hardware, software,
> and personnel).
>
>      
>
> \(e\) Describe the physical and logical components of security.
> Describe the security system and discuss the technologies used and key
> elements for the security controls, internal controls, and audit
> procedures. Discuss the types of independent testing[^7] the
> institution will conduct to ensure the integrity of the system and its
> controls.

     

\(f\) Describe the information security program that will be in place to
comply with the "Interagency Guidelines Establishing Standards for
Safeguarding Customer Information."[^8]

     

> **7. Other Information**
>
> \(a\) List activities and functions, including data processing, that
> will be outsourced to third parties, identifying the parties and
> noting any affiliations. Describe all terms and conditions of the
> vendor management activities and provide a copy of the proposed
> agreement when available. Describe the due diligence conducted and the
> planned oversight and management program of the vendors' or service
> providers' relationships (for general vendor management guidance, see
> the Appendix of the FFIEC's guidance, Risk Management of Outsourced
> Technology Services).
>
>      
>
> \(b\) List all planned expenses related to the organization of the
> institution and include the name of recipient, type of professional
> service or goods, and amount. Describe how organization expenses will
> be paid.
>
>      
>
> \(c\) Provide evidence that the institution will obtain sufficient
> fidelity coverage on its officers and employees to conform with
> generally accepted banking practices.
>
>      
>
> \(d\) If applicable, list names and addresses of all correspondent
> depository institutions that have been established or are planned.
>
>      
>
> \(e\) Provide a copy of management's policies for loans, investments,
> liquidity, funds management, interest rate risk, and other relevant
> policies. Provide a copy of the Bank Secrecy Act program. Contact the
> appropriate regulatory agencies to discuss the specific timing for
> submission.
>
>      

(f) For Federal Savings Banks or Associations, include information
    addressing the proposed institution's compliance with qualified
    thrift lender requirements.

>      
>
> \(g\) If the institution is, or will be, affiliated with a company
> engaged in insurance activities that are subject to supervision by a
> state insurance regulator, provide:
>
> 1\) The name of insurance company.      
>
> 2\) A description of the insurance activity that the company is
> engaged in and has plans to conduct.      
>
> 3\) 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.
>
>      

**OCC CERTIFICATION**

> We, the organizers, certify that the information contained in this
> application has been examined carefully and is true, correct, and
> complete, and is current as of the date of this submission. We also
> certify that any misrepresentations or omissions of material facts
> with respect to this application, any attachments to it, and any other
> documents or information provided in connection with the application
> for the organization of the proposed financial institution and federal
> deposit insurance may be grounds for denial or revocation of the
> charter and/or insurance, or grounds for an objection to the
> undersigned as proposed director(s) or officer(s) of the proposed
> financial institution, and may subject the undersigned to other legal
> sanctions, including the criminal sanctions provided for in 18 U.S.C.
> 1001, 1007, and 1014. We request that examiners be assigned to make
> any investigations necessary.
>
> We acknowledge that approval of this application is in the discretion
> of the appropriate federal banking agency or agencies. Actions or
> communications, whether oral, written, or electronic, by an agency or
> its employees in connection with this filing, including approval of
> the application 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. We 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.

  ---------------------- ------------------------- -----------------------
  **Signature**          **Date**                  **Typed Name**

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

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                            **     **                **     **

                            **     **                **     **
  ---------------------- -- --------------------- -- -----------------------

**FDIC CERTIFICATION**

> We, the organizers, certify that the information contained in this
> application has been examined carefully and is true, correct, and
> complete, and is current as of the date of this submission. We also
> certify that any misrepresentations or omissions of material facts
> with respect to this application, any attachments to it, and any other
> documents or information provided in connection with the application
> for the organization of the proposed financial institution and federal
> deposit insurance may be grounds for denial or revocation of the
> charter and/or insurance, or grounds for an objection to the
> undersigned as proposed director(s) or officer(s) of the proposed
> financial institution, and may subject the undersigned to other legal
> sanctions, including the criminal sanctions provided for in 18 U.S.C.
> 1001, 1007, and 1014. We request that examiners be assigned to make
> any investigations necessary.
>
> We acknowledge that approval of this application is in the discretion
> of the appropriate federal banking agency or agencies. Actions or
> communications, whether oral, written, or electronic, by an agency or
> its employees in connection with this filing, including approval of
> the application 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. We 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.

It is understood that the Board of Directors of the Federal Deposit
Insurance Corporation (Corporation), in applying the factors set out in
federal statutes, will consider the application only with respect to the
general character or type of business stated and that the depository
institution will not engage in any other business without the prior
written consent of the Corporation.

> It is further understood that federal deposit insurance will not
> become effective (a) until the proposed depository institution has
> been incorporated and authorized to engage in the business of
> receiving deposits, (b) until the board of directors of the depository
> institution has adopted a resolution ratifying and confirming the
> action of the incorporators in making this application with supporting
> information, (c) until the depository institution has fulfilled such
> requirements, if any, as the Corporation may impose as a condition of
> its approval of
>
> this application, and (d) until the depository institution has been
> notified that its membership in the Corporation has been approved.

  ---------------------- ------------------------- -----------------------
  **Signature**          **Date**                  **Typed Name**

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

  ---------------------- -- --------------------- -- -----------------------
                            **     **                **     **

                            **     **                **     **

                            **     **                **     **

                            **     **                **     **

                            **     **                **     **

                            **     **                **     **

                            **     **                **     **

                            **     **                **     **

                            **     **                **     **

                            **     **                **     **
  ---------------------- -- --------------------- -- -----------------------

# OTS CERTIFICATION

> We, the organizers, certify that:

(i) The information contained in this application has been examined
    carefully and is true, correct, and complete, and is current as of
    the date of this submission.

```{=html}
<!-- -->
```
(i) Any misrepresentations or omissions of material facts with respect
    to this application, any attachments to it, and any other documents
    or information provided in connection with the application for the
    organization of the proposed financial institution and federal
    deposit insurance may be grounds for denial or revocation of the
    charter and/or insurance, or grounds for an objection to the
    undersigned as proposed director(s) or officer(s) of the proposed
    association, and may subject the undersigned to other legal
    sanctions, including the criminal sanctions provided for in 18
    U.S.C. 1001, 1007, and 1014.

(ii) The undersigned will not represent themselves as authorized to
     organize such association until this application is approved and,
     upon notification that the application has been approved, they will
     proceed only in accordance with the provisions of the Home Owners'
     Loan Act of 1933, as amended, and with rules and regulations made
     thereunder.

(iii) The undersigned are not acting in this application as
      representative or on behalf of any person, partnership,
      association, or corporation undisclosed to the Office of Thrift
      Supervision.

(iv) No charge or expense incurred in connection with the organization
     of the association shall be charged to the association.

(v) No funds or money will be accepted for deposit or collected on
    account by or for the association until this application is approved
    and its organization has been completed.

(vi) *For mutual associations*, an organizational committee will be
     created promptly upon approval of this application, and the
     committee members will serve as temporary officers of the
     association until officers are elected by the members of the
     association.

> We request that examiners be assigned to make any investigations
> necessary.
>
> We also acknowledge that approval of this application is in the
> discretion of the Office of Thrift Supervision. Actions or
> communications, whether oral, written, or electronic, by the Office of
> Thrift Supervision or its employees in connection with this filing,
> including approval of the application if granted, do not constitute a
> contract, either express or implied, or any other obligation binding
> upon the Office of Thrift Supervision, 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. We 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.

  ---------------------- ------------------------- -----------------------
  **Signature**          **Date**                  **Typed Name**

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

  ---------------------- -- --------------------- -- -----------------------
                            **     **                **     **

                            **     **                **     **

                            **     **                **     **

                            **     **                **     **

                            **     **                **     **

                            **     **                **     **

                            **     **                **     **

                            **     **                **     **

                            **     **                **     **

                            **     **                **     **
  ---------------------- -- --------------------- -- -----------------------

> **EXHIBITS** (check all that apply)
>
> Business Plan

Financial Projections

> CRA Plan
>
> Articles of Association, Articles of Incorporation, or Charter
>
> Bylaws
>
> Oath of Director
>
> Interagency Biographical and Financial Reports
>
> Fingerprint cards (appropriate regulatory agency)
>
> Publication Certification/Affidavit/Notice of Publication
>
> Copies of contracts/agreements
>
> Employment/compensation
>
> Service providers
>
> Other
>
> Stock Benefit Plans
>
> Economic survey or market feasibility study
>
> Market Area Map
>
> Waiver request, specify:      
>
> Offering Materials
>
> Proposed stock certificate
>
> Corporate or holding company audited statements or financial reports
>
> OCC/OTS/state filing fee
>
> Copy of policies, specify:      
>
> **OTS ONLY**:
>
> RB 20a Certification
>
> **Oath of the Bank Director**

+------------------------------------------+---------------------------+
| Bank Name [     ]{.underline}            | Date [     ]{.underline}  |
+------------------------------------------+---------------------------+
| State of [     ]{.underline}             |                           |
+------------------------------------------+---------------------------+
| County of [     ]{.underline}            |                           |
|                                          |                           |
| [     ]{.underline}                      |                           |
+------------------------------------------+---------------------------+

> I, the undersigned, a (proposed) director of the above-named bank do
> solemnly swear (affirm) that:
>
> As a director, I have a legal responsibility and a fiduciary duty to
> shareholders to administer the depository institution's affairs
> faithfully and to oversee its management. In carrying out my duties
> and responsibilities, I shall exercise reasonable care and place the
> interests of the depository institution before my own interests. I
> shall fulfill my duties of loyalty and care to the above-named
> depository institution.
>
> I shall, commensurate with my duties, diligently and honestly
> administer the affairs of the depository institution, and I shall not
> knowingly violate, or willingly permit to be violated, any applicable
> statute or regulation. I shall ensure that I learn of changes in
> statutes, regulations, and policies of the Office of Comptroller of
> the Currency, the Federal Deposit Insurance Corporation, or any state
> to whose jurisdiction my association is subject, which affect my
> duties, responsibilities, or obligations as a director and affiliated
> person of the association.
>
> I am the owner, in good faith and in my own right, of the number of
> shares of stock that the law requires. I have either subscribed for
> this stock or it is issued and outstanding, and it is not
> hypothecated, or in any way pledged, as security for any loan or debt.
>
> I shall attend meetings of the board of directors and participate
> fully on all committees of the board to which I am appointed.

  ----------------------- ----------------------- -----------------------
  Signature                                       

  Typed Name                                      
  [     ]{.underline}                             

  Mailing Address                                 
  [     ]{.underline}                             

  City                    State                   ZIP Code
  [     ]{.underline}     [     ]{.underline}     [     ]{.underline}
  ----------------------- ----------------------- -----------------------

> **Notary's Affirmation**
>
> Sworn to before me and subscribed in my presence, this day of ,
> \_\_\_\_\_\_\_\_\_.
>
> Notary Public
>
> My Commission Expires
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> **Oath of Savings Association Director**

+-----+------------------+------+-------------+-----+----------------+
| > N |                  | >    |             |     |                |
| ame |                  |      |             |     |                |
| >   |                  |      |             |     |                |
|  of |                  |      |             |     |                |
| > S |                  |      |             |     |                |
| avi |                  |      |             |     |                |
| ngs |                  |      |             |     |                |
| >   |                  |      |             |     |                |
|  As |                  |      |             |     |                |
| soc |                  |      |             |     |                |
| iat |                  |      |             |     |                |
| ion |                  |      |             |     |                |
+-----+------------------+------+-------------+-----+----------------+
| > C | >                | > C  | >           | >   | >              |
| ity |                  | ount |             |  St |                |
|     |                  | y[.] |             | ate |                |
|     |                  | {.un |             | [.] |                |
|     |                  | derl |             | {.u |                |
|     |                  | ine} |             | nde |                |
|     |                  |      |             | rli |                |
|     |                  |      |             | ne} |                |
+-----+------------------+------+-------------+-----+----------------+

> I, the undersigned, a \[proposed\] director of the above-named savings
> association, do solemnly swear (affirm) as follows:

1.  I acknowledge that service as a director of a federally insured
    savings association is an important undertaking that carries with it
    significant duties and responsibilities. I have read and understand
    the OTS Directors' Responsibilities Guide describing the duties of
    directors and officers of savings association.

2.  As a director of the above-named savings association, I have a legal
    responsibility and a fiduciary duty to its shareholders and
    creditors and to the applicable federal deposit insurance funds to
    administer the savings association's affairs faithfully and to
    oversee its management. In carrying out my duties and
    responsibilities, I shall exercise reasonable care and place the
    interests of the savings association before my own interests. I
    shall fulfill my duties of loyalty and care to the above-named
    savings association.

3.  I shall diligently and honestly administer the affairs of the
    savings association, and I shall not knowingly violate, or willingly
    permit to be violated, any applicable statute or regulation. I shall
    ensure that I learn of changes in statutes, regulations, and
    policies of the Office of Thrift Supervision and the Federal Deposit
    Insurance Corporation or any state to whose jurisdiction my
    association is subject, which affect my duties, responsibilities, or
    obligations as a director and affiliated person of the savings
    association.

4.  I shall attend meetings of the board of directors and participate
    fully on all committees of the board to which I am appointed.

+-------+---+---+----------+-----+----------------+---------+---------+
| Sign  |   |   |          |     |                |         |         |
| ature |   |   |          |     |                |         |         |
+-------+---+---+----------+-----+----------------+---------+---------+
| Type  |   |   |          |     |                |         |         |
| Name  |   |   |          |     |                |         |         |
|       |   |   |          |     |                |         |         |
|       |   |   |          |     |                |         |         |
|       |   |   |          |     |                |         |         |
+-------+---+---+----------+-----+----------------+---------+---------+
| Ma    |   |   | >        |     |                |         |         |
| iling |   |   |          |     |                |         |         |
| Ad    |   |   |          |     |                |         |         |
| dress |   |   |          |     |                |         |         |
+-------+---+---+----------+-----+----------------+---------+---------+
| City  |   |   |          | St  |                | ZIP     |         |
|       |   |   |          | ate |                | Code    |         |
|       |   |   |          |     |                |         |         |
|       |   |   |          |     |                |         |         |
|       |   |   |          |     |                |         |         |
+-------+---+---+----------+-----+----------------+---------+---------+
| Date  |   |   |          |     |                |         |         |
|       |   |   |          |     |                |         |         |
|       |   |   |          |     |                |         |         |
|       |   |   |          |     |                |         |         |
|       |   |   |          |     |                |         |         |
+-------+---+---+----------+-----+----------------+---------+---------+

> **Notary's Affirmation**
>
> Sworn to before me and subscribed in my presence this \_\_\_\_ day of
> \_\_\_\_\_\_\_\_\_\_\_, \_\_\_\_\_\_\_.
>
> Notary Public
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> My Commission Expires
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> Business Plan Guidelines

Preparation and Use

The business plan should be an integral part of the management and
oversight of a financial institution (institution). It should establish
the institution's goals and objectives. It is a written summary of how
the business will organize its resources to meet its goals and how the
institution will measure progress.

The business plan should be a comprehensive plan, which is the result of
in-depth planning by the institution's organizers and management. It
should realistically forecast market demand, customer base, competition,
and economic conditions. The plan must reflect sound banking principles
and demonstrate realistic assessment of risk in light of economic and
competitive conditions in the market to be served. An institution with a
special purpose or focus (for example, credit card, trust only, cash
management, or bankers' bank) should address this special or unique
feature in detail in the appropriate sections of the plan.

The business plan should cover three years and provide detailed
explanations of actions that are proposed to accomplish the primary
functions of the institution. The description should provide enough
detail to demonstrate that the institution has a reasonable chance for
success, will operate in a safe and sound manner, and will have adequate
capital to support the risk profile.

For any institution with an Internet or alternative electronic delivery
channel, the plan should contain a clear and detailed definition of the
market the institution plans to serve and the products and services it
will provide through electronic channels. Because the Internet has a
potential global market and can reach anyone with Internet access, the
selected information on market area and products and services is
essential. The marketing plan should explain how the institution would
achieve brand recognition.

###### **Confidentiality**

Any Applicant desiring confidential treatment of specific portions of
the plan and projections must submit the request in writing. 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 its competitive position,
invasion of privacy) that would result from public release of
information (5 U.S.C. 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 Applicant should follow the same procedure when
requesting confidential treatment for the subsequent filing of
supplemental information to the plan.

The Applicant 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 Applicant of any
decision to publicly release information labeled as \"Confidential.\"

**BUSINESS PLAN**

I. Table of Contents

# Executive Summary

Describe the highlights of the plan.

     

**III. Description of** **Business**

A. Describe the institution's business and any special market niche,
including the products, market, services, and nontraditional activities.

>      

B. If in a holding company structure, discuss the operations of the
organization, including a brief detail of the organizational structure
and interaction between the institution and its affiliates.

>      

C. Describe the extent, if any, that there are or will be transactions
with affiliated entities or persons. Include terms.

>      
>
> D. Discuss the legal form and stock ownership of the institution and
> any investment in subsidiaries or service corporations.
>
>      
>
> E. For an operating company, describe the present financial condition
> and current resources, such as office network, staff, and customer
> base. Specifically discuss the strengths and weaknesses.
>
>      
>
> F. Describe the proposed location, office quarters, and any branch
> structure.
>
>      
>
> G. Discuss any growth or expansion plans, including additional
> branches, other offices, mergers, or acquisitions.      

**IV. Marketing Plan**

*A marketing plan should provide in detail factual support that the
institution has reasonable prospects to achieve the revenue projections,
customer volume, and key marketing and income targets. The analysis
should be based on the most current data available, and the sources of
information should be referenced. This section should contain an
in-depth discussion of the major planning assumptions for the market
analysis, economic, and competitive components used to develop the
plans, objectives, and the basis for the assumptions.*

A. Product Strategy

1)  List and describe the general terms of the planned products and
    services, including activities of any subsidiaries. Discuss any
    plans to engage in any subprime or speculative lending, including
    plans to originate loans with high loan-to-value ratios.      

2)  Discuss how the institution will offer products and services over
    the three years, indicating any variation in the different market
    areas or distribution channels, and include the time frame for the
    introduction and the anticipated cost associated with each.

         

3)  Describe the institution's plans to engage in any secondary
    market/mortgage banking activity, including loan participations.
    Discuss plans to use forward take-out commitments or engage in loan
    securitization. Describe any plans to engage in hedging activity to
    mitigate the risks of this activity. Also, discuss plans to retain
    recourse and servicing.

         

4)  Describe the primary sources of loans and deposits and the major
    methods to solicit them. If using brokers or agents, provide full
    details of the nature and extent of all such activities, including
    sources, amounts, fees, and any intended tie-in of compensatory
    arrangements with the broker or agent.

         

    5\) Describe any arrangements with e-commerce businesses (for
    example, links to another's Web site to shop, order, or purchase
    goods and/or services online).

>      

B. Market Analysis

> 1\) Describe the intended target market and the geographical market
> area(s).
>
>      
>
> 2\) Describe the demographics of the target market population (for
> example, age, education, and occupation).
>
>      
>
> 3\) *For an OTS filing*, discuss in detail any current and/or proposed
> actions to accomplish the institution's commitment to promote home
> financing.
>
>      

C. Economic Component[^9]

> 1\) Describe the economic forecast for the three years of the plan.
> The plan should cover the most likely scenario and discuss possible
> economic downturns.
>
>      
>
> 2\) Indicate any national, regional, or local economic factors that
> may affect the operations of the institution. Include an analysis of
> any anticipated changes in the market, the factors influencing those
> changes, and the effect they will have on the institution.

     

> 3\) Describe the current economic characteristics of the proposed
> market(s), for example, size, income, and industry and housing
> patterns.
>
>      
>
> 4\) Based on the economic characteristics described previously,
> discuss the economic factors that influence the products and services
> to be offered. A more in-depth discussion is warranted when different
> types of services are identified for different market areas in the
> Description of Business section.
>
>      

D. Competitive Analysis

> 1\) Compare and contrast the institution's product strategy with its
> principal competitors in the target market(s). Include expected
> results in terms of relative strength, market share, and pricing.

     

> 2\) Discuss the overall marketing/advertising strategy, including
> approaches to reach target market through the marketing of brand,
> products, and services. Outline the specific medium that will be used,
> including timing and level of advertising efforts.
>
>      
>
> 3\) Discuss potential competition in the target market(s).

     

**V. Management Plan --- Directors and Officers**

A. Provide the number of organizers and/or directors. Provide a list of
board committees and a brief explanation of the responsibilities of each
committee.

     

B. Describe the organizational structure and provide an organizational
chart, indicating the number of officers and employees. Describe the
duties and responsibilities of the senior executive officers. Describe
any management committees that are or will be established.

     

C. Discuss the institution's plans to address management succession,
including any management training program or other available resources.

**     **

**VI. Records, Systems, and Controls**

A. Describe the institution's current and/or proposed accounting and
internal control systems, indicating any use of electronic processing
systems.

     

> B. Describe management's proposed internal audit function. The
> description should set forth the independence of the department and
> the scope and frequency of audits. Discuss the experience and
> education of the audit staff. If external auditors will be used for
> internal audits, provide similar information for the external
> auditors.

     

C. Describe the compliance management programs, addressing independence,
scope, frequency, and staff qualifications. Discuss how the institution
will respond to consumer complaints.

     

D. State plans for an annual audit by independent public accountants.

     

E. Discuss the functions that will be outsourced and what the
institution will do in-house.

     

**VII. Financial Management Plan**

> A. Capital and Earnings
>
>      

1\) Discuss the capital goals and the means to achieve them.

     

2\) Discuss the earnings goals in terms of return on assets, net
interest margin, or other profitability measurements, and summarize the
strategies to achieve those goals.

     

3\) Discuss the plan for raising capital and for financing growth, with
particular emphasis on conformance with regulatory capital requirements.

     

4\) Discuss the adequacy of the proposed capital structure relative to
internal and external risks, planned operational and financial
assumptions, including technology, branching, and projected organization
and operating expenses. Present a thorough justification to support the
proposed capital, including any off-balance-sheet activities
contemplated.

>      
>
> 5\) Describe the debt service requirements for any debt that will be
> issued at the holding company level to capitalize the institution.

     

6\) Discuss the use of options, warrants, and/or other benefits
associated with the institution's capital.

     

> 7\) Summarize the dividend policy.

     

B. Liquidity and Funds Management

     

1\) Discuss how the institution will identify and measure liquidity
risk.

     

2\) Discuss the institution's plan to monitor and control its liquidity
risk, including funding sources (deposits, borrowings, securitizations).
Include holding company support, if any.

     

> 3\) Describe any plans to borrow funds from any financial institutions
> or other sources, including the amount, composition, interest rate,
> maturity, purpose, and collateral.
>
>      

4\) Discuss the type of investment securities the institution plans to
purchase.

     

C. Sensitivity to Market Risk

> 1\) Discuss the institution's objectives, strategies, and risk
> tolerance for interest rate risk.
>
>      
>
> 2\) Discuss how the institution will identify and measure interest
> rate risk.
>
>      
>
> 3\) Discuss the institution's asset and liability portfolio in terms
> of sensitivity to interest rate changes and the impact of earnings and
> capital and net portfolio value.[^10] Discuss the risk limits to
> control interest rate risk.
>
>      
>
> 4\) Describe any plans to use hedging activities (for example,
> futures, options, interest rate swaps, or other derivative
> instruments).

     

D. Credit Risk

1\) Discuss how the institution will identify and measure credit risk.

     

2\) Describe the loan review program, addressing independence, scope,
frequency, and staff qualifications.

     

> 3\) Describe the methodology used to determine the allowance for loan
> and lease losses.

     

**VIII. Monitoring and Revising the Plan**

A. Describe how the board of directors will monitor adherence to the
business plan.

     

> B. Describe how the board of directors will adjust and amend the plan
> to accommodate significant or material economic changes.
>
>      

# IX. Alternative Business Strategy (Optional unless your regulator requires)

> An alternative business strategy details how an institution will
> operate under scenarios in which market conditions differ
> significantly from those projected in this business plan. This
> alternative business strategy should be realistic about the business
> risks and incorporate sound management of such risks. This alternative
> strategy should consider potential adverse scenarios relating to the
> asset or liability mixes, interest rates, operating expenses,
> marketing costs, and growth rates. This discussion should include
> realistic plans for how the bank would access additional capital, if
> needed, in the future and, if applicable, contingency funding plans
> that address strategies for managing potential liquidity fluctuations.
> This plan also should discuss any financial safeguards to offset
> unexpected costs and remain well capitalized.
>
>      

Periodically, the institution should update this section, especially as
the institution becomes more complex and as industry conditions change.

>      

#### **X. Financial Projections**

A.  Provide financial information for opening day *pro forma* and
    quarterly projections for the three years of operations. Also
    provide annual totals for the Income Statement. The line items in
    the financial statements should be consistent with the Consolidated
    Reports of Condition and Income or the Thrift Financial Report
    (Report)^11^ so that projected items may be compared conveniently
    with actual performance. The following reports should be used:

>      

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

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

  -----------------------------------------------------------------------
  ^11^ See FDIC's Web site,
  <http://www.fdic.gov/regulations/resources/call/crinst/callinst.html>
  or [http://www.ots.treas.gov](http://www.ots.treas.gov/) (link to TFR
  form and instructions).

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

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

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

Projected Balance Sheet (Schedule RC or SC)

Projected Income Statement (Schedule RI or SO)

Regulatory Capital Schedule (Schedule RI-A or CCR)

> The financial statements should be presented in two ways: (1) showing
> the dollar amounts, and (2) as a percentage of total assets.
>
> 1\) Describe in detail all of the assumptions used to prepare the
> projected statements, including the assumed interest rate scenario for
> each interest earning asset and interest costing liability over the
> term of the business plan. Also present a thorough justification to
> support proposed capital, including any branch expansion and
> off-balance-sheet activities contemplated.
>
>      
>
> 2\) Provide the basis for the assumptions used for noninterest income
> and noninterest expense. Indicate the amount of lease expense, capital
> improvements, and furniture, fixtures, and equipment, including
> systems and equipment upgrades.
>
> 3\) Describe the assumptions for the start-up costs, volumes, expected
> returns, and expected time frame to introduce each new product and
> service.
>
>      
>
> B. Discuss how the institution used marketing studies or surveys to
> support the institution's projected growth.
>
>      
>
> C. Discuss the level of marketing expenses necessary to achieve the
> projected market share for both loan and deposit products. Assumptions
> should be consistent with those experienced by other institutions in
> the target market. Explain any significant variances between the
> assumptions in the target market.
>
>      
>
> D. Provide a sensitivity analysis of the financial projections. A
> sensitivity analysis provides a realistic stress test of the major
> underlying assumptions used in the business plan and the resultant
> financial projections. For example, adjust the financials to reflect
> the effects of adverse changes in the interest rate environment,
> changes in the asset/liability mix, higher than expected operating
> expenses, marketing costs, and/or growth rates.
>
>      

**CALL REPORT**

**FINANCIAL PROJECTIONS**

  -----------------------------------------------------------------------
  **BALANCE SHEET**

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

+-----------------------------------------------------------------------+
| **Assets**                                                            |
+-----------------------------------------------------------------------+
| Cash and balances due from depository institutions                    |
|                                                                       |
| Noninterest-bearing balances and currency and coin                    |
|                                                                       |
| Interest-bearing balances                                             |
+-----------------------------------------------------------------------+
| Securities                                                            |
|                                                                       |
| Held-to-maturity securities                                           |
|                                                                       |
| Available-for-sale securities                                         |
+-----------------------------------------------------------------------+
| Federal funds sold and securities purchased under agreements to       |
| resell                                                                |
+-----------------------------------------------------------------------+
| Loans and lease financing receivables                                 |
|                                                                       |
| Construction and land development loans secured by real estate        |
|                                                                       |
| Secured by farmland                                                   |
|                                                                       |
| Revolving, open-end loans secured by 1-4 family residential           |
|                                                                       |
| Other first lien loans secured by 1-4 family residential              |
|                                                                       |
| Other junior lien loans secured by 1-4 family residential             |
|                                                                       |
| Secured by multifamily residential properties                         |
|                                                                       |
| Secured by nonfarm nonresidential properties                          |
|                                                                       |
| Loans to depository institutions                                      |
|                                                                       |
| Loans to finance agricultural production and other loans to farmers   |
|                                                                       |
| Commercial and industrial loans                                       |
|                                                                       |
| Acceptances of other banks                                            |
|                                                                       |
| Credit card and related plans to individuals                          |
|                                                                       |
| Other loans to individuals for household, family and other personal   |
| expenditures                                                          |
|                                                                       |
| Obligations (other than securities and leases) of states and          |
| political subdivisions in the U.S.                                    |
|                                                                       |
| All other loans (exclude consumer loans)                              |
|                                                                       |
| Lease financing receivables (net of unearned income)                  |
|                                                                       |
| Less:                                                                 |
|                                                                       |
| Unearned income                                                       |
|                                                                       |
| Allowance for loan and lease losses                                   |
|                                                                       |
| Total Loans and leases, net of unearned income and allowance          |
+-----------------------------------------------------------------------+
|                                                                       |
+-----------------------------------------------------------------------+
|                                                                       |
+-----------------------------------------------------------------------+
|                                                                       |
+-----------------------------------------------------------------------+
|                                                                       |
+-----------------------------------------------------------------------+
|                                                                       |
+-----------------------------------------------------------------------+
| Other Assets                                                          |
|                                                                       |
| Trading assets                                                        |
|                                                                       |
| Premises and fixed assets                                             |
|                                                                       |
| Other real estate owned                                               |
|                                                                       |
| Investments in unconsolidated subsidiaries and associated companies   |
|                                                                       |
| Customers' liability to this bank on acceptances outstanding          |
|                                                                       |
| Intangible assets                                                     |
|                                                                       |
| All other assets (describe)                                           |
+-----------------------------------------------------------------------+
| ***Total Assets***                                                    |
+-----------------------------------------------------------------------+

**CALL REPORT**

**FINANCIAL PROJECTIONS**

  -----------------------------------------------------------------------
  **BALANCE SHEET** (Continued)

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

+-----------------------------------------------------------------------+
| **Liabilities**                                                       |
+-----------------------------------------------------------------------+
| Transaction deposit accounts                                          |
|                                                                       |
| Demand                                                                |
|                                                                       |
| NOW accounts, ATS accounts, and other interest bearing transaction    |
| accounts                                                              |
+-----------------------------------------------------------------------+
| Nontransaction Deposit Accounts                                       |
|                                                                       |
| Money market deposit accounts (MMDAs)                                 |
|                                                                       |
| Other savings deposits                                                |
|                                                                       |
| Time deposits of \$100,000 or more                                    |
|                                                                       |
| Time deposits of less than \$100,000                                  |
|                                                                       |
| Other nontransaction accounts (describe)                              |
+-----------------------------------------------------------------------+
| Other Liabilities                                                     |
|                                                                       |
| Federal funds purchased and securities sold under agreements to       |
| repurchase                                                            |
|                                                                       |
| Demand notes issued to the U.S. Treasury                              |
|                                                                       |
| Trading liabilities                                                   |
|                                                                       |
| Borrowed money with remaining maturity of one year or less            |
|                                                                       |
| Borrowed money with remaining maturity of more than one year through  |
| three years                                                           |
|                                                                       |
| Borrowed money with remaining maturity of more than three years       |
|                                                                       |
| Bank\'s liability on acceptances executed and outstanding             |
|                                                                       |
| Subordinated notes and debentures                                     |
|                                                                       |
| All other liabilities (describe)                                      |
+-----------------------------------------------------------------------+
| **Total Liabilities**                                                 |
+-----------------------------------------------------------------------+
| **Equity Capital**                                                    |
+-----------------------------------------------------------------------+
| Common stock                                                          |
+-----------------------------------------------------------------------+
| Surplus                                                               |
+-----------------------------------------------------------------------+
| Undivided profits                                                     |
+-----------------------------------------------------------------------+
| Other equity capital (describe)                                       |
+-----------------------------------------------------------------------+
| **Total Equity**                                                      |
+-----------------------------------------------------------------------+

**CALL REPORT**

**FINANCIAL PROJECTIONS**

  -----------------------------------------------------------------------
  **REGULATORY CAPITAL**

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

+-----------------------------------------------------------------------+
| Total Equity                                                          |
|                                                                       |
| Other Tier 1 Capital (describe)                                       |
+-----------------------------------------------------------------------+
| **Total Tier 1 Capital**                                              |
+-----------------------------------------------------------------------+
| Allowance for Loan and Lease Losses                                   |
|                                                                       |
| Other Tier 2 Capital (describe)                                       |
+-----------------------------------------------------------------------+
| **Total Tier 1 and Tier 2 Capital**                                   |
+-----------------------------------------------------------------------+
| Total Assets                                                          |
+-----------------------------------------------------------------------+
| Total Risk Weighted Assets                                            |
+-----------------------------------------------------------------------+
| **Capital Ratios**                                                    |
+-----------------------------------------------------------------------+
| Tier 1 Capital / Total Risk Weighted Assets                           |
+-----------------------------------------------------------------------+
| Total Tier 1 and Tier 2 Capital/Total Risk Weighted Assets            |
+-----------------------------------------------------------------------+
| Tier 1 Capital /Total Assets                                          |
+-----------------------------------------------------------------------+

  -----------------------------------------------------------------------
  **ALLOWANCE FOR LOAN AND LEASE LOSSES**

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

+-----------------------------------------------------------------------+
| Beginning balance                                                     |
+-----------------------------------------------------------------------+
| Current quarter\'s:                                                   |
|                                                                       |
| Recoveries                                                            |
|                                                                       |
| Provision for loan and lease losses                                   |
|                                                                       |
| Less: Charge-offs                                                     |
+-----------------------------------------------------------------------+
| Allowance ending balance                                              |
+-----------------------------------------------------------------------+

**FINANCIAL PROJECTIONS**

  -----------------------------------------------------------------------
  **INCOME STATEMENT**

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

+-----------------------------------------------------------------------+
| **Interest Income**                                                   |
|                                                                       |
| Real estate loans                                                     |
|                                                                       |
| Installment loans                                                     |
|                                                                       |
| Credit card loans                                                     |
|                                                                       |
| Commercial (time and demand) and all other loans                      |
|                                                                       |
| Lease financing receivables                                           |
|                                                                       |
| Balances due from depository institutions                             |
|                                                                       |
| Taxable securities issued by states and political subdivisions in the |
| U.S.                                                                  |
|                                                                       |
| Tax-exempt securities issued by states and political subdivisions in  |
| the U.S.                                                              |
|                                                                       |
| U.S. Government and other debt securities                             |
|                                                                       |
| Equity securities                                                     |
|                                                                       |
| Interest income from trading assets                                   |
|                                                                       |
| Federal funds sold and securities purchased under agreements to       |
| resell                                                                |
|                                                                       |
| Other interest income (describe)                                      |
|                                                                       |
| Total Interest Income                                                 |
+-----------------------------------------------------------------------+
| **Interest Expense**                                                  |
|                                                                       |
| Transaction accounts (NOW accounts, ATS accounts, and other)          |
|                                                                       |
| Money market deposit accounts                                         |
|                                                                       |
| Other savings deposits                                                |
|                                                                       |
| Time deposits of \$100,000 or more                                    |
|                                                                       |
| Time deposits of less than \$100,000                                  |
|                                                                       |
| Federal funds purchased and securities sold under agreements to       |
| repurchase                                                            |
|                                                                       |
| Demand notes issued by the U.S. Treasury, trading liabilities, and    |
| other borrowed money                                                  |
|                                                                       |
| Subordinated notes and debentures                                     |
|                                                                       |
| Other interest expense (describe)                                     |
|                                                                       |
| Total Interest Income                                                 |
+-----------------------------------------------------------------------+
| **Net Interest Income**                                               |
+-----------------------------------------------------------------------+
| Provision for Loan and Lease Losses                                   |
+-----------------------------------------------------------------------+
| Noninterest income                                                    |
|                                                                       |
| Service charges on deposit accounts                                   |
|                                                                       |
| Other fee income                                                      |
|                                                                       |
| All other noninterest income                                          |
+-----------------------------------------------------------------------+
| Realized gains (losses) on held-to-maturity securities                |
|                                                                       |
| Realized gains (losses) on available-for-sale securities              |
+-----------------------------------------------------------------------+
| Noninterest expense                                                   |
|                                                                       |
| Salaries and employee benefit expense                                 |
|                                                                       |
| Premises and fixed assets                                             |
|                                                                       |
| Other noninterest expense                                             |
+-----------------------------------------------------------------------+
| Income (loss) before income taxes and extraordinary items and other   |
| adjustments                                                           |
+-----------------------------------------------------------------------+
| Applicable income taxes                                               |
+-----------------------------------------------------------------------+
| Extraordinary items and other adjustments, net of income taxes        |
+-----------------------------------------------------------------------+
| **Net Income (Loss)**                                                 |
+-----------------------------------------------------------------------+
| Dividends                                                             |
+-----------------------------------------------------------------------+
| Other changes in capital (describe)                                   |
+-----------------------------------------------------------------------+
| **Ending Equity Capital**                                             |
+-----------------------------------------------------------------------+

**FINANCIAL PROJECTIONS**

+-------------------------------------------------+---------+---------+
| **INTEREST INCOME & INTEREST EXPENSE**          |         |         |
|                                                 |         |         |
| **ASSUMPTIONS**                                 |         |         |
+-------------------------------------------------+---------+---------+
| **For each quarter**                            | **Av    | **Int   |
|                                                 | erage** | erest** |
| Real estate loans                               |         |         |
|                                                 | **Ba    | *       |
| Installment loans                               | lance** | *Rate** |
|                                                 |         |         |
| Credit card loans                               |         |         |
|                                                 |         |         |
| Commercial (time and demand) and all other      |         |         |
| loans                                           |         |         |
|                                                 |         |         |
| Lease financing receivables                     |         |         |
|                                                 |         |         |
| Balances due from depository institutions       |         |         |
|                                                 |         |         |
| Taxable securities issued by states and         |         |         |
| political subdivisions in the U.S.              |         |         |
|                                                 |         |         |
| Tax-exempt securities issued by states and      |         |         |
| political subdivisions in the U.S.              |         |         |
|                                                 |         |         |
| U.S. Government and other debt securities       |         |         |
|                                                 |         |         |
| Equity securities                               |         |         |
|                                                 |         |         |
| Interest income from trading assets             |         |         |
|                                                 |         |         |
| Federal funds sold and securities purchased     |         |         |
| under agreements to resell                      |         |         |
|                                                 |         |         |
| Other interest income                           |         |         |
+-------------------------------------------------+---------+---------+
| **For each quarter**                            | **Av    | **Int   |
|                                                 | erage** | erest** |
| Transaction accounts (NOW accounts, ATS         |         |         |
| accounts, and other)                            | **Ba    | *       |
|                                                 | lance** | *Rate** |
| Money market deposit accounts                   |         |         |
|                                                 |         |         |
| Other savings deposits                          |         |         |
|                                                 |         |         |
| Time deposits of \$100,000 or more              |         |         |
|                                                 |         |         |
| Time deposits of less than \$100,000            |         |         |
|                                                 |         |         |
| Federal funds purchased and securities sold     |         |         |
| under agreements to repurchase                  |         |         |
|                                                 |         |         |
| Demand notes issued by the U.S. Treasury,       |         |         |
| trading liabilities, and other borrowed money   |         |         |
|                                                 |         |         |
| Subordinated notes and debentures               |         |         |
|                                                 |         |         |
| Other interest expense                          |         |         |
+-------------------------------------------------+---------+---------+

The Balance Sheet should be prepared showing each quarter end starting
with the most current actual quarter end and projecting each quarter for
years 1, 2, and 3. The balance sheet should be presented in two ways:
(1) showing dollar amounts, and (2) as a percentage of total assets.

+--------------+-----+-------------------------------------------------+
| ***This      |     |                                                 |
| balance      |     |                                                 |
| sheet format |     |                                                 |
| is           |     |                                                 |
| consistent   |     |                                                 |
| with the     |     |                                                 |
| TFR, but may |     |                                                 |
| show less    |     |                                                 |
| detail if    |     |                                                 |
| certain line |     |                                                 |
| items are    |     |                                                 |
| not          |     |                                                 |
| significant. |     |                                                 |
| Additional   |     |                                                 |
| detail may   |     |                                                 |
| be included, |     |                                                 |
| but these    |     |                                                 |
| items at a   |     |                                                 |
| minimum,     |     |                                                 |
| should be    |     |                                                 |
| shown.***    |     |                                                 |
+--------------+-----+-------------------------------------------------+
|              |     |                                                 |
+--------------+-----+-------------------------------------------------+
| #            | **  | **COMMENTS**                                    |
|              | TFR |                                                 |
| # ASSETS     | I   | *This column provides brief reference           |
|              | tem | information. Additional information on          |
|              | S   | individual line items is available in the TFR   |
|              | C** | manual.*                                        |
+--------------+-----+-------------------------------------------------+
| Cash and     | 110 |                                                 |
| NonInte      |     |                                                 |
| rest-Earning |     |                                                 |
| Deposits     |     |                                                 |
+--------------+-----+-------------------------------------------------+
| Total cash,  | 10  | Use one or more line items to show the amounts  |
| noninterest  |     | and types of investment securities. The line    |
| earning      |     | items should provide sufficient detail so that  |
| deposits,    |     | one can conclude that the institution's         |
| and          |     | investment policy objectives are being met.     |
| investment   |     | State the amount of securities designated as    |
| securities   |     | "held-to-maturity," "available-for-sale," and   |
|              |     | "trading." Separately state the categories in   |
|              |     | the balance sheet, or provide a separate        |
|              |     | schedule or narrative description.              |
|              |     |                                                 |
|              |     | The TFR has separate line items for accrued     |
|              |     | interest receivable -SC 190 and GVAs SC199.     |
|              |     | These line items are optional for the plan.     |
|              |     | State whether you will have GVAs for your       |
|              |     | investment portfolio. If so, provide an         |
|              |     | explanation.                                    |
+--------------+-----+-------------------------------------------------+
| Mortgage     | 20  | Provide sufficient detail so that one may       |
| Pool         |     | review and conclude that the institution's      |
| Securities   |     | investment policy objectives are being met.     |
|              |     | State the amount of securities designated as    |
|              |     | "held-to-maturity," "available-for-sale," and   |
|              |     | "trading." Separately state the categories in   |
|              |     | the balance sheet, or provide a separate        |
|              |     | schedule or narrative description.              |
|              |     |                                                 |
|              |     | The TFR has separate line items for accrued     |
|              |     | interest receivable - SC 220 and GVAs SC 227.   |
|              |     | These line items are optional for the plan.     |
|              |     | State whether you have GVAs for your mortgage   |
|              |     | pool securities portfolio. If so, provide an    |
|              |     | explanation.                                    |
+--------------+-----+-------------------------------------------------+
| Construction | 230 | Construction loans should be reported net of    |
| 1-4s         |     | loans in process.                               |
+--------------+-----+-------------------------------------------------+
| Construction | 235 | Construction loans should be reported net of    |
| 5+, and      | 240 | loans in process. If the level for each         |
| No           |     | activity is significant, report these line      |
| nResidential |     | items separately, otherwise combine them.       |
+--------------+-----+-------------------------------------------------+
| Permanent    | 250 | SC 250 is "closed-end first mortgages and       |
| 1-4 unit     | 253 | junior liens" and SC 253 is "revolving,         |
| residential  |     | open-end loans." These two items may be         |
| loans.       |     | combined, but report them separately if the     |
|              |     | level of SC 253 is significant.                 |
+--------------+-----+-------------------------------------------------+

# 

+--------------+-----+-------------------------------------------------+
| # ASSETS     | **  | **COMMENTS**                                    |
|              | TFR |                                                 |
| *            | I   | *This column provides brief reference           |
| (continued)* | tem | information. Additional information on          |
|              | S   | individual line items is available in the TFR   |
|              | C** | manual.*                                        |
+--------------+-----+-------------------------------------------------+
| Permanent    | 256 | If the level of each activity is significant,   |
| 5+,          | 260 | report these line items separately, otherwise   |
| non          | 265 | combine them.                                   |
| residential, |     |                                                 |
| and land     |     |                                                 |
| loans        |     |                                                 |
+--------------+-----+-------------------------------------------------+
| Accrued      | 272 |                                                 |
| Interest     |     |                                                 |
| Receivable,  | 275 |                                                 |
| and Advances |     |                                                 |
| for Taxes    |     |                                                 |
| and          |     |                                                 |
| Insurance    |     |                                                 |
+--------------+-----+-------------------------------------------------+
| Allowance    | 283 |                                                 |
| for Loan and |     |                                                 |
| Leases       |     |                                                 |
| Losses on    |     |                                                 |
| Mortgage     |     |                                                 |
| Loans        |     |                                                 |
+--------------+-----+-------------------------------------------------+
| Total        | 23  |                                                 |
| Mortgage     |     |                                                 |
| Loans        |     |                                                 |
+--------------+-----+-------------------------------------------------+
| Commercial   | 32  | (Non-real estate) Provide detail by type of     |
| Loans        |     | loan if portfolios are significant.             |
+--------------+-----+-------------------------------------------------+
| Consumer     | 34  | Provide detail by type of loan if portfolios    |
| Loans        |     | are significant.                                |
+--------------+-----+-------------------------------------------------+
| Accrued      | 348 |                                                 |
| Interest     |     |                                                 |
| Receivable   |     |                                                 |
+--------------+-----+-------------------------------------------------+
| Allowance    | 357 |                                                 |
| for Loan and |     |                                                 |
| Lease Losses |     |                                                 |
| on           |     |                                                 |
| NonMortgage  |     |                                                 |
| Loans        |     |                                                 |
+--------------+-----+-------------------------------------------------+
| Total        | 30  |                                                 |
| NonMortgage  |     |                                                 |
| Loans        |     |                                                 |
+--------------+-----+-------------------------------------------------+
| REO          | 40  | Report REO net of GVAs                          |
+--------------+-----+-------------------------------------------------+
| REI          | 45  | Report REI net of GVAs                          |
+--------------+-----+-------------------------------------------------+
| Office       | 55  |                                                 |
| Premises &   |     |                                                 |
| Equipment    |     |                                                 |
+--------------+-----+-------------------------------------------------+
| Goodwill and | 660 |                                                 |
| Other        |     |                                                 |
| Intangible   |     |                                                 |
| Assets       |     |                                                 |
+--------------+-----+-------------------------------------------------+

+--------------+-----+-------------------------------------------------+
| # ASSETS     | **  | **COMMENTS**                                    |
|              | TFR |                                                 |
| *            | I   | *This column provides brief reference           |
| (continued)* | tem | information. Additional information on          |
|              | S   | individual line items is available in the TFR   |
|              | C** | manual.*                                        |
+--------------+-----+-------------------------------------------------+
| All Other    |     | Use [one or more line items]{.underline} to     |
| assets       |     | show the amounts and types of "other assets."   |
|              |     | The total amount of "other assets" should tie   |
|              |     | to the sum of TFR items 50, 642, 644, 655, 690, |
|              |     | and 699 if those items were reported            |
|              |     | separately.                                     |
+--------------+-----+-------------------------------------------------+
| Total Assets | SC  |                                                 |
|              | 60  |                                                 |
+--------------+-----+-------------------------------------------------+

+--------------+-----+---+-------------------------------------------------+
| #            | **  | * |                                                 |
|  LIABILITIES | TFR | * |                                                 |
|              | I   | C |                                                 |
|              | tem | O |                                                 |
|              | S   | M |                                                 |
|              | C** | M |                                                 |
|              |     | E |                                                 |
|              |     | N |                                                 |
|              |     | T |                                                 |
|              |     | S |                                                 |
|              |     | * |                                                 |
|              |     | * |                                                 |
|              |     |   |                                                 |
|              |     | * |                                                 |
|              |     | T |                                                 |
|              |     | h |                                                 |
|              |     | i |                                                 |
|              |     | s |                                                 |
|              |     | c |                                                 |
|              |     | o |                                                 |
|              |     | l |                                                 |
|              |     | u |                                                 |
|              |     | m |                                                 |
|              |     | n |                                                 |
|              |     | p |                                                 |
|              |     | r |                                                 |
|              |     | o |                                                 |
|              |     | v |                                                 |
|              |     | i |                                                 |
|              |     | d |                                                 |
|              |     | e |                                                 |
|              |     | s |                                                 |
|              |     | b |                                                 |
|              |     | r |                                                 |
|              |     | i |                                                 |
|              |     | e |                                                 |
|              |     | f |                                                 |
|              |     | r |                                                 |
|              |     | e |                                                 |
|              |     | f |                                                 |
|              |     | e |                                                 |
|              |     | r |                                                 |
|              |     | e |                                                 |
|              |     | n |                                                 |
|              |     | c |                                                 |
|              |     | e |                                                 |
|              |     | i |                                                 |
|              |     | n |                                                 |
|              |     | f |                                                 |
|              |     | o |                                                 |
|              |     | r |                                                 |
|              |     | m |                                                 |
|              |     | a |                                                 |
|              |     | t |                                                 |
|              |     | i |                                                 |
|              |     | o |                                                 |
|              |     | n |                                                 |
|              |     | . |                                                 |
|              |     | A |                                                 |
|              |     | d |                                                 |
|              |     | d |                                                 |
|              |     | i |                                                 |
|              |     | t |                                                 |
|              |     | i |                                                 |
|              |     | o |                                                 |
|              |     | n |                                                 |
|              |     | a |                                                 |
|              |     | l |                                                 |
|              |     | i |                                                 |
|              |     | n |                                                 |
|              |     | f |                                                 |
|              |     | o |                                                 |
|              |     | r |                                                 |
|              |     | m |                                                 |
|              |     | a |                                                 |
|              |     | t |                                                 |
|              |     | i |                                                 |
|              |     | o |                                                 |
|              |     | n |                                                 |
|              |     | o |                                                 |
|              |     | n |                                                 |
|              |     | i |                                                 |
|              |     | n |                                                 |
|              |     | d |                                                 |
|              |     | i |                                                 |
|              |     | v |                                                 |
|              |     | i |                                                 |
|              |     | d |                                                 |
|              |     | u |                                                 |
|              |     | a |                                                 |
|              |     | l |                                                 |
|              |     | l |                                                 |
|              |     | i |                                                 |
|              |     | n |                                                 |
|              |     | e |                                                 |
|              |     | i |                                                 |
|              |     | t |                                                 |
|              |     | e |                                                 |
|              |     | m |                                                 |
|              |     | s |                                                 |
|              |     | i |                                                 |
|              |     | s |                                                 |
|              |     | a |                                                 |
|              |     | v |                                                 |
|              |     | a |                                                 |
|              |     | i |                                                 |
|              |     | l |                                                 |
|              |     | a |                                                 |
|              |     | b |                                                 |
|              |     | l |                                                 |
|              |     | e |                                                 |
|              |     | i |                                                 |
|              |     | n |                                                 |
|              |     | t |                                                 |
|              |     | h |                                                 |
|              |     | e |                                                 |
|              |     | T |                                                 |
|              |     | F |                                                 |
|              |     | R |                                                 |
|              |     | m |                                                 |
|              |     | a |                                                 |
|              |     | n |                                                 |
|              |     | u |                                                 |
|              |     | a |                                                 |
|              |     | l |                                                 |
|              |     | . |                                                 |
|              |     | * |                                                 |
+--------------+-----+---+-------------------------------------------------+
| Net deposits | 710 |   |                                                 |
+--------------+-----+---+-------------------------------------------------+
| Advances     | 720 |   |                                                 |
| from FHLB    |     |   |                                                 |
+--------------+-----+---+-------------------------------------------------+
| Federal      | 730 |   |                                                 |
| Funds        |     |   |                                                 |
| Purchased    |     |   |                                                 |
| and          |     |   |                                                 |
| Securities   |     |   |                                                 |
| Sold Under   |     |   |                                                 |
| Agreement to |     |   |                                                 |
| Repurchase   |     |   |                                                 |
+--------------+-----+---+-------------------------------------------------+
| Subordinated | 735 |   |                                                 |
| Debt         |     |   |                                                 |
| (including   |     |   |                                                 |
| mandatory    |     |   |                                                 |
| convertible  |     |   |                                                 |
| securities)  |     |   |                                                 |
+--------------+-----+---+-------------------------------------------------+
| CMOs         | 740 |   |                                                 |
| (including   |     |   |                                                 |
| REMICs)      |     |   |                                                 |
| issued       |     |   |                                                 |
+--------------+-----+---+-------------------------------------------------+
| Other        | 745 |   |                                                 |
| Mortgage     |     |   |                                                 |
| Co           |     |   |                                                 |
| llateralized |     |   |                                                 |
| Securities   |     |   |                                                 |
| Issued       |     |   |                                                 |
+--------------+-----+---+-------------------------------------------------+
| Other        | 760 |   |                                                 |
| Borrowings   |     |   |                                                 |
+--------------+-----+---+-------------------------------------------------+
| Total        | 72  |   |                                                 |
| Borrowings   |     |   |                                                 |
+--------------+-----+---+-------------------------------------------------+
| Other        |     |   | The sum should tie to the sum of TFR line items |
| Liabilities  |     |   | 75 "other liabilities," 783 "escrows," and 715  |
|              |     |   | "unamortized yield adjustments on deposits," if |
|              |     |   | those items were reported separately            |
+--------------+-----+---+-------------------------------------------------+

+--------------+-----+---+-------------------------------------------------+
| #            | **  | * |                                                 |
|  LIABILITIES | TFR | * |                                                 |
|              | I   | C |                                                 |
| *            | tem | O |                                                 |
| (continued)* | S   | M |                                                 |
|              | C** | M |                                                 |
|              |     | E |                                                 |
|              |     | N |                                                 |
|              |     | T |                                                 |
|              |     | S |                                                 |
|              |     | * |                                                 |
|              |     | * |                                                 |
|              |     |   |                                                 |
|              |     | * |                                                 |
|              |     | T |                                                 |
|              |     | h |                                                 |
|              |     | i |                                                 |
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|              |     | c |                                                 |
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|              |     | u |                                                 |
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|              |     | o |                                                 |
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|              |     | d |                                                 |
|              |     | e |                                                 |
|              |     | s |                                                 |
|              |     | b |                                                 |
|              |     | r |                                                 |
|              |     | i |                                                 |
|              |     | e |                                                 |
|              |     | f |                                                 |
|              |     | r |                                                 |
|              |     | e |                                                 |
|              |     | f |                                                 |
|              |     | e |                                                 |
|              |     | r |                                                 |
|              |     | e |                                                 |
|              |     | n |                                                 |
|              |     | c |                                                 |
|              |     | e |                                                 |
|              |     | i |                                                 |
|              |     | n |                                                 |
|              |     | f |                                                 |
|              |     | o |                                                 |
|              |     | r |                                                 |
|              |     | m |                                                 |
|              |     | a |                                                 |
|              |     | t |                                                 |
|              |     | i |                                                 |
|              |     | o |                                                 |
|              |     | n |                                                 |
|              |     | . |                                                 |
|              |     | A |                                                 |
|              |     | d |                                                 |
|              |     | d |                                                 |
|              |     | i |                                                 |
|              |     | t |                                                 |
|              |     | i |                                                 |
|              |     | o |                                                 |
|              |     | n |                                                 |
|              |     | a |                                                 |
|              |     | l |                                                 |
|              |     | i |                                                 |
|              |     | n |                                                 |
|              |     | f |                                                 |
|              |     | o |                                                 |
|              |     | r |                                                 |
|              |     | m |                                                 |
|              |     | a |                                                 |
|              |     | t |                                                 |
|              |     | i |                                                 |
|              |     | o |                                                 |
|              |     | n |                                                 |
|              |     | o |                                                 |
|              |     | n |                                                 |
|              |     | i |                                                 |
|              |     | n |                                                 |
|              |     | d |                                                 |
|              |     | i |                                                 |
|              |     | v |                                                 |
|              |     | i |                                                 |
|              |     | d |                                                 |
|              |     | u |                                                 |
|              |     | a |                                                 |
|              |     | l |                                                 |
|              |     | l |                                                 |
|              |     | i |                                                 |
|              |     | n |                                                 |
|              |     | e |                                                 |
|              |     | i |                                                 |
|              |     | t |                                                 |
|              |     | e |                                                 |
|              |     | m |                                                 |
|              |     | s |                                                 |
|              |     | i |                                                 |
|              |     | s |                                                 |
|              |     | a |                                                 |
|              |     | v |                                                 |
|              |     | a |                                                 |
|              |     | i |                                                 |
|              |     | l |                                                 |
|              |     | a |                                                 |
|              |     | b |                                                 |
|              |     | l |                                                 |
|              |     | e |                                                 |
|              |     | i |                                                 |
|              |     | n |                                                 |
|              |     | t |                                                 |
|              |     | h |                                                 |
|              |     | e |                                                 |
|              |     | T |                                                 |
|              |     | F |                                                 |
|              |     | R |                                                 |
|              |     | m |                                                 |
|              |     | a |                                                 |
|              |     | n |                                                 |
|              |     | u |                                                 |
|              |     | a |                                                 |
|              |     | l |                                                 |
|              |     | . |                                                 |
|              |     | * |                                                 |
+--------------+-----+---+-------------------------------------------------+
| Total        | 70  |   |                                                 |
| Liabilities  |     |   |                                                 |
+--------------+-----+---+-------------------------------------------------+
| Redeemable   | 799 |   |                                                 |
| Preferred    |     |   |                                                 |
| St           |     |   |                                                 |
| ock/Minority |     |   |                                                 |
| Interest     |     |   |                                                 |
+--------------+-----+---+-------------------------------------------------+

# 

+--------------+-----+---+-------------------------------------------------+
| # CAPITAL    | **  | * |                                                 |
|              | TFR | * |                                                 |
|              | I   | C |                                                 |
|              | tem | O |                                                 |
|              | S   | M |                                                 |
|              | C** | M |                                                 |
|              |     | E |                                                 |
|              |     | N |                                                 |
|              |     | T |                                                 |
|              |     | S |                                                 |
|              |     | * |                                                 |
|              |     | * |                                                 |
|              |     |   |                                                 |
|              |     | * |                                                 |
|              |     | T |                                                 |
|              |     | h |                                                 |
|              |     | i |                                                 |
|              |     | s |                                                 |
|              |     | c |                                                 |
|              |     | o |                                                 |
|              |     | l |                                                 |
|              |     | u |                                                 |
|              |     | m |                                                 |
|              |     | n |                                                 |
|              |     | p |                                                 |
|              |     | r |                                                 |
|              |     | o |                                                 |
|              |     | v |                                                 |
|              |     | i |                                                 |
|              |     | d |                                                 |
|              |     | e |                                                 |
|              |     | s |                                                 |
|              |     | b |                                                 |
|              |     | r |                                                 |
|              |     | i |                                                 |
|              |     | e |                                                 |
|              |     | f |                                                 |
|              |     | r |                                                 |
|              |     | e |                                                 |
|              |     | f |                                                 |
|              |     | e |                                                 |
|              |     | r |                                                 |
|              |     | e |                                                 |
|              |     | n |                                                 |
|              |     | c |                                                 |
|              |     | e |                                                 |
|              |     | i |                                                 |
|              |     | n |                                                 |
|              |     | f |                                                 |
|              |     | o |                                                 |
|              |     | r |                                                 |
|              |     | m |                                                 |
|              |     | a |                                                 |
|              |     | t |                                                 |
|              |     | i |                                                 |
|              |     | o |                                                 |
|              |     | n |                                                 |
|              |     | . |                                                 |
|              |     | A |                                                 |
|              |     | d |                                                 |
|              |     | d |                                                 |
|              |     | i |                                                 |
|              |     | t |                                                 |
|              |     | i |                                                 |
|              |     | o |                                                 |
|              |     | n |                                                 |
|              |     | a |                                                 |
|              |     | l |                                                 |
|              |     | i |                                                 |
|              |     | n |                                                 |
|              |     | f |                                                 |
|              |     | o |                                                 |
|              |     | r |                                                 |
|              |     | m |                                                 |
|              |     | a |                                                 |
|              |     | t |                                                 |
|              |     | i |                                                 |
|              |     | o |                                                 |
|              |     | n |                                                 |
|              |     | o |                                                 |
|              |     | n |                                                 |
|              |     | i |                                                 |
|              |     | n |                                                 |
|              |     | d |                                                 |
|              |     | i |                                                 |
|              |     | v |                                                 |
|              |     | i |                                                 |
|              |     | d |                                                 |
|              |     | u |                                                 |
|              |     | a |                                                 |
|              |     | l |                                                 |
|              |     | l |                                                 |
|              |     | i |                                                 |
|              |     | n |                                                 |
|              |     | e |                                                 |
|              |     | i |                                                 |
|              |     | t |                                                 |
|              |     | e |                                                 |
|              |     | m |                                                 |
|              |     | s |                                                 |
|              |     | i |                                                 |
|              |     | s |                                                 |
|              |     | a |                                                 |
|              |     | v |                                                 |
|              |     | a |                                                 |
|              |     | i |                                                 |
|              |     | l |                                                 |
|              |     | a |                                                 |
|              |     | b |                                                 |
|              |     | l |                                                 |
|              |     | e |                                                 |
|              |     | i |                                                 |
|              |     | n |                                                 |
|              |     | t |                                                 |
|              |     | h |                                                 |
|              |     | e |                                                 |
|              |     | T |                                                 |
|              |     | F |                                                 |
|              |     | R |                                                 |
|              |     | m |                                                 |
|              |     | a |                                                 |
|              |     | n |                                                 |
|              |     | u |                                                 |
|              |     | a |                                                 |
|              |     | l |                                                 |
|              |     | . |                                                 |
|              |     | * |                                                 |
+--------------+-----+---+-------------------------------------------------+
| Perpetual    | 812 |   | 812 is Cumulative, 814 is Noncumulative. Report |
| Preferred    | 814 |   | these items separately if amount is greater     |
| Stock        |     |   | than zero.                                      |
+--------------+-----+---+-------------------------------------------------+
| Common       | 820 |   |                                                 |
| Stock - Par  |     |   |                                                 |
| Value        |     |   |                                                 |
+--------------+-----+---+-------------------------------------------------+
| Paid in      | 830 |   |                                                 |
| Excess of    |     |   |                                                 |
| par          |     |   |                                                 |
+--------------+-----+---+-------------------------------------------------+
| Unrealized   | 860 |   |                                                 |
| Losses on    |     |   |                                                 |
| Available    |     |   |                                                 |
| for Sale     |     |   |                                                 |
| Securities   |     |   |                                                 |
+--------------+-----+---+-------------------------------------------------+
| Retained     | 880 |   |                                                 |
| Earnings     |     |   |                                                 |
+--------------+-----+---+-------------------------------------------------+
| Other        | 890 |   | Describe if amount is different than 0.         |
| Components   |     |   |                                                 |
| of Equity    |     |   |                                                 |
| Capital      |     |   |                                                 |
+--------------+-----+---+-------------------------------------------------+
| Subtotal     | 80  |   |                                                 |
| Equity       |     |   |                                                 |
| Capital      |     |   |                                                 |
+--------------+-----+---+-------------------------------------------------+
| Total        | 90  |   |                                                 |
| Liabilities, |     |   |                                                 |
| Redeemable   |     |   |                                                 |
| Preferred    |     |   |                                                 |
| Stock/       |     |   |                                                 |
| Minority     |     |   |                                                 |
| Interest,    |     |   |                                                 |
| and Equity   |     |   |                                                 |
| Capital      |     |   |                                                 |
+--------------+-----+---+-------------------------------------------------+

**The Income Statement should be prepared beginning with the most
current actual quarter, and projected [for each quarter]{.underline} for
Years 1, 2, and 3. The income statement should be presented in two ways:
(1) showing dollar amounts, and (2) as a percentage of average total
assets.**

+----------------------------+------+---------------------------------+
| **INCOME STATEMENT**       | *    | **COMMENTS**                    |
|                            | *TFR |                                 |
| **Show these items at a    | Item | **Format is consistent with the |
| minimum.**                 | SO** | TFR**                           |
+----------------------------+------+---------------------------------+
| ## Interest Income         |      |                                 |
+----------------------------+------+---------------------------------+
| > Deposits/Investment      | 110  |                                 |
+----------------------------+------+---------------------------------+
| > Mortgage Pool Securities | 120  |                                 |
+----------------------------+------+---------------------------------+
| > Mortgage Loans           | 140  |                                 |
+----------------------------+------+---------------------------------+
| > Commercial Loans         | 160  |                                 |
+----------------------------+------+---------------------------------+
| > Consumer Loans           | 170  |                                 |
+----------------------------+------+---------------------------------+
| > Amortization of Deferred | 180  |                                 |
| > Gain/Losses on Asset     |      |                                 |
| > Hedges                   |      |                                 |
+----------------------------+------+---------------------------------+
| ###                        | 11   |                                 |
|  Subtotal: Interest Income |      |                                 |
+----------------------------+------+---------------------------------+
| ## Interest Expense        |      |                                 |
+----------------------------+------+---------------------------------+
| > Deposits                 | 215  |                                 |
+----------------------------+------+---------------------------------+
| > Advances from FHLB       | 266  |                                 |
+----------------------------+------+---------------------------------+
| > Subordinated Debentures  | 230  |                                 |
+----------------------------+------+---------------------------------+
| > Mortgage Collateralized  | 240  |                                 |
| > Securities Issued        |      |                                 |
+----------------------------+------+---------------------------------+
| > Other Borrowed Money     | 260  |                                 |
+----------------------------+------+---------------------------------+
| > Other Interest Expense   |      | Should tie to sum of TFR items  |
|                            |      | SO 215, SO 280, SO 290, minus   |
|                            |      | SO271, if those items were      |
|                            |      | reported separately.            |
+----------------------------+------+---------------------------------+
| ###                        | 21   |                                 |
|  Subtotal Interest Expense |      |                                 |
+----------------------------+------+---------------------------------+
| Net Interest Income Before | 311  |                                 |
| Provision for Losses on    |      |                                 |
| IBA                        |      |                                 |
+----------------------------+------+---------------------------------+
| Provision for Losses on    | 321  |                                 |
| IBA                        |      |                                 |
+----------------------------+------+---------------------------------+
| Net Income After Provision | 331  |                                 |
| for Losses on IBA          |      |                                 |
+----------------------------+------+---------------------------------+
| ## NonInterest Income      |      |                                 |
+----------------------------+------+---------------------------------+
| > Mortgage Loan Servicing  | 410  |                                 |
| > Fees                     |      |                                 |
+----------------------------+------+---------------------------------+
| > Other Fees and Charges   | 420  |                                 |
+----------------------------+------+---------------------------------+
| > Other NonInterest Income |      | Should tie to sum of TFR items  |
|                            |      | SO 430, 461, 465, 467, 475,     |
|                            |      | 477, 485, and 491, if those     |
|                            |      | items were reported separately. |
+----------------------------+------+---------------------------------+
| ### S                      | 40   |                                 |
| ubtotal NonInterest Income |      |                                 |
+----------------------------+------+---------------------------------+

+----------------------------+------+---------------------------------+
| **INCOME STATEMENT**       | *    | **COMMENTS**                    |
|                            | *TFR |                                 |
| **Show these items at a    | Item | **Format is consistent with the |
| minimum**                  | SO** | TFR**                           |
|                            |      |                                 |
| *(continued)*              |      |                                 |
+----------------------------+------+---------------------------------+
| ## NonInterest Expense     |      |                                 |
+----------------------------+------+---------------------------------+
| > All Personnel Expense    | 510  |                                 |
+----------------------------+------+---------------------------------+
| > Office Occupancy Expense | 530  |                                 |
+----------------------------+------+---------------------------------+
| > Amortization of Goodwill | 560  |                                 |
+----------------------------+------+---------------------------------+
| > Other NonInterest        |      | Should tie to sum of TFR items  |
| > Expense                  |      | SO 510, 540, 550, 570, and 580, |
|                            |      | if those items were reported    |
|                            |      | separately.                     |
+----------------------------+------+---------------------------------+
| > ***Subtotal NonInterest  | 51   |                                 |
| > Expense***               |      |                                 |
+----------------------------+------+---------------------------------+
| Income (Loss) Before       | 60   |                                 |
| Income Tax                 |      |                                 |
+----------------------------+------+---------------------------------+
| Federal Taxes              | 710  |                                 |
+----------------------------+------+---------------------------------+
| State /Local/Other Taxes   | 720  |                                 |
+----------------------------+------+---------------------------------+
| Extraordinary Items        | 811  | Net of tax, and cumulative      |
|                            |      | effect of Changes in Acctg      |
|                            |      | Principles                      |
+----------------------------+------+---------------------------------+
| Net Income (Loss)          | 91   |                                 |
+----------------------------+------+---------------------------------+

A forecast of the changes in stockholders' equity should be prepared in
a format substantially similar to the format shown here:

  ------------------------------------- ---------------------------------
  **Beginning Stockholders Equity Year  
  1**                                   

  Net Income -- Year 1                  

  Cash Dividends Declared               

  Repurchase of Stock                   

  Other Comprehensive Income            

  Other Changes                         

  **Ending Stockholders Equity Year 1** 

  Net Income -- Year 2                  

  Cash Dividends                        

  Repurchase of Stock                   

  Other Comprehensive Income            

  Other Changes                         

  **Ending Stockholders Equity Year 2** 

  Net Income -- Year 3                  

  Cash Dividends                        

  Repurchase of Stock                   

  Other Comprehensive Income            

  Other Changes                         

  **Ending Stockholders Equity Year 3** 
  ------------------------------------- ---------------------------------

This schedule should be prepared beginning with the most current
quarter, and projected for each quarter for Years 1, 2, and 3. Provide
supporting schedules for each capital level.

  ---------------------------- --------------------- ---------------------
  **STOCKHOLDER'S EQUITY**     **Dollar Amount**     **Percent %**

  Tangible Capital                                   

  Core Capital                                       

  Risk-Based Capital                                 
  ---------------------------- --------------------- ---------------------

A forecast of loan origination levels should be prepared in a format
substantially similar to the format here:

  ---------------- -------- ---------------- ---------------- ----------------
                   **TFR    **Year 1**       **Year 2**       **Year 3**
                   Item**                                     

  Construction     230                                        
  1-4s                                                        

  Construction 5+  235                                        

  NonResidential   240                                        

  Permanent 1-4    250 253                                    
  unit Residential                                            
  loans.                                                      

  Permanent 5+,    256                                        

  Permanent        260                                        
  Nonresidential                                              

  Land Loans       265                                        

  Total Mortgage   23                                         
  Loans                                                       

  Commercial Loans 32                                         
  (non-real                                                   
  estate)                                                     

  Consumer Loans   34                                         
  ---------------- -------- ---------------- ---------------- ----------------

A forecast of interest rate assumptions should be prepared in a similar
format as presented here:

  ---------------- ----- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
                         **Year                              **Year                              **Year                     
                         1**                                 2**                                 3**                        

                         **Q1**   **Q2**   **Q3**   **Q4**   **Q1**   **Q2**   **Q3**   **Q4**   **Q1**   **Q2**   **Q3**   **Q4**

  Construction     230                                                                                                      
  1-4s                                                                                                                      

  Construction 5+  235                                                                                                      

  NonResidential   240                                                                                                      

  Permanent 1-4    250                                                                                                      
  unit Residential 253                                                                                                      
  loans.                                                                                                                    

  Permanent 5+,    256                                                                                                      

  Permanent        260                                                                                                      
  Nonresidential                                                                                                            

  Land Loans       265                                                                                                      

  Total Mortgage   23                                                                                                       
  Loans                                                                                                                     

  Commercial Loans 32                                                                                                       
  (non-real                                                                                                                 
  estate)                                                                                                                   

  Consumer Loans   34                                                                                                       
  ---------------- ----- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------

[^1]: See applicable state requirements.

[^2]: See 12 C.F.R. 25.41, 345.41, 563.41.

[^3]: See 12 C.F.R. 25.21(b), 345.21(b), 563e.21(b).

[^4]: See 12 C.F.R. 25.21(a); 345.21(a); 563e.21(a).

[^5]: See 12 C.F.R. 21, 326, 568.

[^6]: See 36 C.F.R. 60.4.

[^7]:
    > Independent tests should cover general and environmental controls
    > as well as audit, monitoring, and balancing controls. Independent
    > testing will provide an objective opinion on the adequacy of these
    > controls.

[^8]:
    > See 15 U.S.C. 6801, 6805(b); 12 C.F.R. 30; 308 and 364; 568 and
    > 570.

[^9]: If obtained, discuss any independent economic survey or market
    feasibility study.

[^10]: For OTS filing, see Thrift Bulletin 13a.