OMB No. for FDIC 3064-0015

OMB No. for FRB 7100-0171

OMB No. for OCC 1557-0014

OMB No. for OTS 1550-0016

Expiration Date: 07/31/2008

***INTERAGENCY BANK MERGER ACT APPLICATION***

Public reporting burden for this collection of information is estimated
to average 30 and 18 hours for nonaffiliate and affiliate transactions,
respectively, including the time to gather and maintain data in the
required form, to review instructions, and to complete the information
collection. Send comments regarding this burden estimate or any other
aspect of this collection of information, including suggestions for
reducing this burden to: Office of the Executive Secretary, Federal
Deposit Insurance Corporation, 550 17th Street, NW, Washington, DC
20429; Secretary, Board of Governors of the Federal Reserve System, 20th
and C Streets, NW, Washington, DC 20551; Licensing Policy and Systems
Division, Comptroller of the Currency, 250 E Street, S.W., Washington,
DC 20219; or Corporate Activities Division, 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 section 18(c) of
the Federal Deposit Insurance Act (FDIA), as amended (12 U.S.C.
1828(c)), and for national banks, 12 U.S.C. 215, 215a. This application
is used for a merger, consolidation, or other combining transaction
between nonaffiliated parties as well as to effect a corporate
reorganization between affiliated parties (affiliate transaction).

An affiliate transaction refers to a merger, consolidation, other
combination, or transfer of any deposit liabilities, between depository
institutions that are controlled by the same holding company. It
includes a business combination between a depository institution and an
affiliated interim institution. Applicants proposing affiliate
transactions are not required to complete questions 12 through 14 of
this form.

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. Provide the
approximate approval date needed to consummate.

For additional information regarding the 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 Licensing Manual*, the FDIC's Rules and
Regulations \[12 C.F.R. 303\] and Statement of Policy on Bank Merger
Transactions, or the OTS' *Application Processing Handbook*) or contact
the agency directly for specific instruction. The Applicant may contact
the agency directly for specific instruction or visit the website 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.federalreserve.gov](http://www.federalreserve.gov/).

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

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

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

**Insurance Fund Conversions and Oakar Transactions**

With the prior approval of the FDIC, Section 5(d)(2) of the FDIA (12
U.S.C. 1815(d)(2)) allows an insured depository institution to convert
from a Bank Insurance Fund (BIF) member to a Savings Association
Insurance Fund (SAIF) member or from a SAIF to a BIF member. Insurance
fund exit and entry fees apply.

Section 5(d)(3) of the FDIA (12 U.S.C. 1815(d)(3)), pertaining to Oakar
transactions, permits a direct merger or a purchase and assumption
transaction by which a member of BIF or SAIF assumes deposits insured by
the other insurance fund subject to the satisfaction of certain
conditions.

If applying for approval of a transaction covered by either Section
5(d)(2) or 5(d)(3), check the appropriate box on Page 1 of this form.

**Interim Charters and Federal Deposit Insurance**

An interim state or federal depository institution charter may be used
to facilitate a merger or consolidation. An interim institution is one
that does not operate independently but exists, usually for a very short
period of time, solely as a vehicle to accomplish a combination (for
example, to facilitate the acquisition of 100 percent of the voting
shares of an existing depository institution). The processing procedures
and guidelines for chartering an interim institution may be found in the
guidelines of the appropriate regulatory agency.

Applicants should contact the FDIC to discuss relevant deposit insurance
requirements. An application for deposit insurance is not required in
connection with a merger (other than a purchase and assumption) between
a federally chartered interim institution and an existing FDIC-insured
depository institution, including those instances in which the resulting
institution is to operate under the charter of the federal interim
institution. However, an application for deposit insurance is required
if a state-chartered interim bank or savings association is to be
insured. Mergers between an FDIC-insured institution and a noninsured
institution are subject to FDIC approval under section 18(c)(1) of the
FDIA (12 U.S.C. 1828(c)(1)).

In making its determination to grant deposit insurance under section
5(a) of the FDIA (12 U.S.C. 1815(a)), the FDIC will consider the factors
enumerated in section 6 of the FDIA (12 U.S.C. 1816). If applying for
deposit insurance under section 5(a), check the appropriate boxes on the
top of Page 1 of this form and include with this application any
additional relevant information.

**Establishment of Branches and Branch Closings**

This Interagency Bank Merger Act Application will be deemed to
constitute an application pursuant to section 9 of the Federal Reserve
Act (12 U.S.C. 321) in the case of state member banks, section 18(d) of
the FDIA (12 U.S.C. 1828(d)) for other state-chartered banks, and 12
U.S.C. 36 for national banks to operate the Target Institution's
branches.

If a branch is closed as a result of a merger, consolidation, or other
combination, refer to the Interagency Policy Statement on Branch
Closings and applicable law for branch closure notice requirements (12
U.S.C. 1831r-1).

**Notice of Publication**

An Applicant must publish notice of the proposed acquisition in a
newspaper of general circulation in the community or communities in
which the main office of each of the parties to the transaction is
located (12 U.S.C. 1828(c)(3)). 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 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). 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 make available to the public information labeled as
\"Confidential.\"

***INTERAGENCY BANK MERGER ACT APPLICATION***

Check all that apply:

> **Type of Filing** **Form of Transaction** **Filed Pursuant To**

Affiliate/Corporate Reorganization Merger 12 U.S.C. 1828(c)

Combination with Interim Consolidation 12 U.S.C. 1815(d)(2)

> Depository Institution Purchase and Assumption 12 U.S.C. 1815(d)(3)

Nonaffiliate Combination Branch Purchase and Assumption 12 U.S.C. 215,
215a

Other [     ]{.underline} Other [     ]{.underline} 12 U.S.C. 1815(a)

Other [     ]{.underline}

**Applicant Depository Institution**

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

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

Name Charter/ Docket Number

+-----------------------+-----+-------------+---+---------------------+
|                       |     |             |   | >                   |
+-----------------------+-----+-------------+---+---------------------+

City State ZIP Code

**Target Institution**

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

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

Name Charter/ Docket Number

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

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

Street

+-----------------------+-----+-------------+---+---------------------+
|                       |     |             |   | >                   |
+-----------------------+-----+-------------+---+---------------------+

City State ZIP Code

**Resultant Institution (if different than Applicant)**

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

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

Name Charter/ Docket Number

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

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

Street

+-----------------------+---+-----------------+---+---------------------+
|                       |   |                 |   | >                   |
+-----------------------+---+-----------------+---+---------------------+

City State ZIP Code

**Contact Person**

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

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

Name Title/Employer

+-----------------------+---+-----------------+---+---------------------+
|                       |   |                 |   | >                   |
+-----------------------+---+-----------------+---+---------------------+

City State ZIP Code

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

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

Telephone Number Fax Number

**INTERAGENCY BANK MERGER ACT APPLICATION**

1\. Describe the transaction's purpose, structure, significant terms and
conditions, and financing arrangements, including any plan to raise
additional equity or incur debt.

2\. Provide a copy of (a) the executed merger or transaction agreement,
including any amendments, (b) any board of directors\' resolutions
related to the transaction, and (c) interim charter, names of
organizers, and related documents, if applicable.

3\. Describe any issues regarding the permissibility of the proposal
with regard to applicable state or Federal laws or regulations (for
example, nonbank activities, branching, qualified thrift lender's test).

4\. Describe any nonconforming or impermissible assets or activities
that Applicant or Resultant Institution may not be permitted to retain
under relevant law or regulation, including the method of and
anticipated time period for divestiture or disposal.

5\. Provide the indicated financial information and describe the
assumptions used to prepare the projected statements, including those
about the effect of the merger transaction. Material changes between the
date of the financial statements and the date of the application should
be disclosed. If there are no material changes, a statement to that
effect should be made.

> a\. Pro Forma Balance Sheet, as of the end of the most recent quarter
> and for the first year of operation after the transaction. Indicate
> separately for the Applicant and Target Institution each principal
> group of assets, liabilities, and capital accounts; debit and credit
> adjustments (explained by footnotes) reflecting the proposed
> acquisition; and the resulting pro forma combined balance sheet.
> Goodwill and all other intangible assets should be listed separately
> on the balance sheet. Indicate the amortization period and method used
> for any intangible asset and the accretion period of any purchase
> discount on the balance sheet.
>
> b\. Projected Combined Statement of Income for the first year of
> operation following consummation.
>
> c\. Pro Forma and Projected Regulatory Capital Schedule, as of the end
> of the most recent quarter and for the first year of operation,
> indicating:

-   Each component item for Tier 1 (Core) and Tier 2 (Supplementary)
    Capital, Subtotal for Tier 1 and Tier 2 Capital (less any investment
    in unconsolidated or nonincludable subsidiaries), Total Capital
    (*include Tier 3 if applicable)*.

```{=html}
<!-- -->
```
-   Total risk-weighted assets.

```{=html}
<!-- -->
```
-   Capital Ratios: (1) Tier 1 capital to total risk-weighted
    assets; (2) Total capital to total risk-weighted assets; and (3)
    Tier 1 capital to average total consolidated assets (leverage
    ratio).

6\. List the directors and senior executive officers of the Resultant
Institution and provide the name, address, position with and shares held
in Resultant Institution or holding company, and principal occupation
(if a director).

7\. Describe how the proposal will meet the convenience and needs of the
community. For the combining institutions, list any significant
anticipated changes in services or products that will result from the
consummation of the transaction. If any services or products will be
discontinued, describe and explain the reasons.

8\. Discuss the programs, products, and activities of the Applicant or
the Resultant Institution that will meet the existing or anticipated
needs of its community(ies) under the applicable criteria of the
Community Reinvestment Act (CRA) regulation, including the needs of low‑
and moderate‑income geographies and individuals. For an Applicant or
Target Institution that has received a CRA composite rating of \"needs
to improve\" or \"substantial noncompliance\" institution-wide or, where
applicable, in a state or a multi-state MSA, or has received an
evaluation of less than satisfactory performance in an MSA or in the
non-MSA portion of a state in which the applicant is expanding as a
result of the combination, describe the specific actions, if any, that
have been taken to address the deficiencies in the institution\'s CRA
performance record since the rating.

9\. The Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 imposes additional considerations for certain interstate mergers
between insured banks. Savings associations are not subject to 12 U.S.C.
1831u. If subject to these provisions, discuss authority; compliance
with state age limits and host state(s) filing requirements; and
applicability of nationwide and statewide concentration limits. In
addition, discuss any other restrictions that the states seek to apply
(including state antitrust restrictions).

10\. List all offices that (a) will be established or retained as
branches, including the main office, of the Target Institution, (b) are
approved but unopened branch(es) of the Target Institution, including
the date the current federal and state agencies granted approval(s), and
(c) are existing branches that will be closed as a result of the
proposal to the extent the information is available and indicate the
effect on the branch customers served. For each branch, list the popular
name, street address, city, county, state, and ZIP code.

11\. As a result of this transaction, if the Applicant will be or will
become affiliated with a company engaged in insurance activities that is
subject to supervision by a state insurance regulator, provide:

> a\. The name of company.
>
> b\. A description of the insurance activity that the company is
> engaged in and has plans to conduct.
>
> c\. A list of each state and the lines of business in that state in
> which the company holds, or will hold, an insurance license. Indicate
> the state where the company holds a resident license or charter, as
> applicable.

**If a nonaffiliate transaction, the Applicant also must reply to items
12 through 14.**

12\. Discuss the effects of the proposed transaction on existing
competition in the relevant geographic market(s) where Applicant and
Target Institution operate. Applicant should contact the appropriate
regulatory agency for specific instructions to complete the competitive
analysis.

13\. If the proposed transaction involves a branch sale or any other
divestiture of all or any portion of the bank, savings association or
nonbank company (in the case of a merger under 12 U.S.C. 1828(c)(1)) to
mitigate competitive effects, discuss the timing, purchaser, and other
specific information.

14\. Describe any management interlocking relationships (12 U.S.C.
3201-3208) that currently exist or would exist following consummation.
Include a discussion of the permissibility of the interlock with regard
to relevant laws and regulations.

# CERTIFICATION

We hereby certify that our board of directors, by resolution, has
authorized the filing of this application, and that to the best of our
knowledge, it contains no misrepresentations or omissions of material
facts. In addition, we agree to notify the agency if the facts described
in the filing materially change prior to receiving a decision or prior
to consummation. Any misrepresentation or omission of a material fact
constitutes fraud in the inducement and may subject us to legal
sanctions provided by 18 U.S.C. 1001 and 1007.

We acknowledge that approval of this application is in the discretion of
the appropriate federal banking agency. Actions or communications,
whether oral, written, or electronic, by an agency or its employees in
connection with this filing, including approval 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.

Signed this       day of       ,      .

      by

(Applicant) (Signature of Authorized Officer)[^1]

     

(Typed Name)

     

(Title)

[     ]{.underline} by

(Target Institution) (Signature of Authorized Officer)^1^

>      
>
> (Typed Name)
>
>      

(Title)

## COMPTROLLER OF THE CURRENCY

## OFFICE OF THRIFT SUPERVISION

## SUPPLEMENT TO INTERAGENCY BANK MERGER ACT APPLICATION

All OCC and OTS Applicants should provide the following supplemental
information with their application:

15\. If any of the combining institutions have entered into commitments
with community organizations, civic associations, or similar entities
concerning providing banking services to the community, describe the
commitment.

16\. If the Resultant Institution will not assume the obligations
entered into by the Target Institution, explain the reasons and describe
the impact on the communities to be affected.

If filing with the OCC:

17\. Identify and state the activity of each subsidiary to be acquired.
If acquiring a non-national bank subsidiary, provide the information and
analysis of the subsidiary\'s activities that would be required if it
were established pursuant to 12 C.F.R. 5.34 or 5.39.

If filing with the OTS:

17\. Provide the information to satisfy the requirements of 12 C.F.R.
563.22(d)(1)(vi).

## FEDERAL RESERVE SYSTEM

## SUPPLEMENT TO INTERAGENCY BANK MERGER ACT APPLICATION

All FRB Applicants should provide the following supplemental information
with their application:

15\. If the pro forma consolidated assets of Applicant's parent holding
company are less than \$150 million and parent company long‑term debt
will exceed 30 percent of parent company equity capital accounts on a
pro forma basis, provide cash flow projections for the parent company
which clearly demonstrate the ability to reduce the long‑term
debt-to-equity ratio to 30 percent or less within 12 years of
consummation.

## FEDERAL DEPOSIT INSURANCE CORPORATION

## SUPPLEMENT TO INTERAGENCY BANK MERGER ACT APPLICATION

All FDIC Applicants should provide the following supplemental
information with their application:

15\. This section supplements question 12 of the Interagency Bank Merger
Act Application for transactions between nonaffiliated parties.
Additional guidance relating to the FDIC's consideration of the
competitive factors in a proposed merger transaction is contained in the
FDIC's Rules and Regulations (12 C.F.R. 303 Subpart D) and Statement of
Policy on Bank Merger Transactions (2 FDIC Law, Regulations, and Related
Acts (FDIC) 5145).

**I. Delineation of the relevant geographic market(s).**

> The relevant geographic market includes the areas in which the offices
> to be acquired are located and from which those offices derive the
> predominant portion of their loans, deposits, or other business. The
> relevant geographic market also includes the areas where existing and
> potential customers impacted by the proposed merger may practically
> turn for alternative sources of banking services.
>
> \(a\) Prepare schedules for the Applicant Institution and Target
> Institution showing the total number of accounts and total dollar
> volume of deposits[^2] for each municipality or census tract, where
> applicable, according to the recorded address of the depositor (do not
> submit supporting data). Small amounts may be aggregated and
> identified as "other." *If the Applicant Institution is a multi-office
> institution, Applicant Institution deposit information should be
> provided only for those offices within or proximate to the area(s)
> described below under paragraph (b).*
>
> \(b\) Identify those areas where existing and potential customers of
> the offices to be acquired may practically turn for alternative
> sources of banking services. If consideration of the availability of
> such alternative banking services results in a market area
> considerably different from that indicated by the sources of deposits,
> discuss and provide necessary supporting information.
>
> \(c\) Using the information collected in paragraphs (a) and (b),
> provide a narrative description of the delineated relevant geographic
> market(s).
>
> \(d\) Provide any additional information necessary to support the
> delineated relevant geographic market(s). Supporting information may
> include relevant demographic information, locations of major
> employers, retail trade statistics, and/or information on traffic
> patterns. *Applicants may consult with the applicable FDIC Regional
> Office in determining whether additional information is necessary.*

**II. Competition in the relevant geographic market(s).**

> \(a\) Prepare a schedule of participating and competing banking
> institutions' offices, divided into three sections:
>
> \(i\) Applicant Institution offices within or proximate to the
> relevant geographic market(s);
>
> \(ii\) Target Institution offices within or proximate to the relevant
> geographic market(s); and
>
> \(iii\) Competitor banking offices located or competing within the
> delineated relevant geographic market(s).
>
> To the extent known, also include banking offices approved but not yet
> open. The following presentation format is suggested:

+-----------------------------+---------+-------------+--------------+
|                             |         | **Distance  |              |
|                             |         | and         |              |
|                             |         | Direction** |              |
|                             |         |             |              |
|                             |         | **From      |              |
|                             |         | Nearest     |              |
|                             |         | Office**    |              |
+-----------------------------+---------+-------------+--------------+
| **Name and Location of      | **      | **Applicant | **Target**   |
| Banking Office**            | Total** | In          |              |
|                             |         | stitution** | **I          |
|                             | **Dep   |             | nstitution** |
|                             | osits** |             |              |
+-----------------------------+---------+-------------+--------------+

\(b\) For each office listed in paragraph (a), provide the street
address; total deposits as reported in the most recent *FDIC Summary of
Deposits Data Book* (www.fdic.gov/databank); and distance and general
direction from the nearest office of Applicant and Target Institution.
*In cases where the delineated relevant geographic market includes a
significant portion of a larger metropolitan area, provide only a
listing of financial institutions and the aggregate total deposits of
all offices operated by each within the delineated relevant geographic
market(s).*

> \(c\) Discuss the extent and intensity of competition in the
> delineated relevant geographic market(s) provided by nonbank
> institutions, such as other depository institutions (for example,
> credit unions) and non-depository institutions (for example,
> industrial loan companies, finance companies, and/or government
> agencies). For those institutions regarded as competing in the
> delineated relevant geographic market(s), provide name, address, and
> services supplied.

[^1]: ^1^In multiple-step combinations, applicants should ensure that
    authorized officers of the combining institutions sign.

[^2]: In most cases, total deposits will serve as an adequate proxy for
    the overall share of banking business in the relevant geographic
    market area; however, other analytical proxies may be appropriate in
    certain cases (for example, a merger transaction involving trust
    companies).