Section: Application Filing Requirements Section 010

Office of Thrift Supervision April 2001 Applications Handbook 010.1 

This section discusses the standardized filing procedures for most applications requiring action by the 

Office of Thrift Supervision (OTS). The review and processing of a majority of applications has been 

delegated to the Regional Offices. However, certain types of applications contain unique or novel 

issues, or present issues of law or policy, and must be concurrently processed with OTS-Washington. 

Please refer to Delegation Section 040 of the handbook for a listing of applications that will be 

processed concurrently by the Regional and Washington offices. 

This section does not apply to applications or requests related to transactions pursuant to Sections 

13 (c) or (k) of the Federal Deposit Insurance Act, 12 U.S.C. 1823(c), (k), or requests submitted in 

connection with cease and desist orders, temporary cease and desist orders, removal and/or 

prohibition orders, temporary suspension orders, supervisory agreements or directives, consent 

merger agreements, or documents negotiated in settlement of litigation (including requests for 

termination or modification of, or for approval pursuant to, such orders, agreements, or documents), 

or similar litigation or enforcement matters. Requests for reconsideration, modification, or appeal of 

final agency actions are also not covered by this section. 

How to file Applications and Notices 

Delegated Applications 

The original and the number of copies indicated on the application form or notice should be filed with 

the appropriate Regional office. If the form does not indicate the number of copies to be filed, or 

OTS does not have a prescribed form for the application, the original and two copies must be filed. 

All copies should be clearly captioned as to the type of filing, and should contain all exhibits and 

other pertinent documents. The appropriate filing fee must accompany each submission in order for it 

to be accepted. An application is not considered filed until OTS receives the appropriate number of 

copies and fee. Any filing received after the close of business established by a Regional office will be 

considered received on the next business day. 

The following are common types of applications that require submission of more than three copies: 

• Merger or branch purchase applications filed pursuant to 12 C.F.R. § 563.22, or notices filed 

pursuant to 12 C.F.R. § 574.3(b) involving a merger (including a merger involving an interim 

institution), or applications filed on Form H-(e)3 require four additional copies of the 

application. The copies will be distributed to other agencies for review and comment. 

• Any acquiror filing a notice pursuant to 12 C.F.R. § 574.3(b) must file three additional copies 

of the notice, which will be distributed to other agencies for review and comment. If the 

acquisition involves a state-chartered institution, the acquiror must also file one additional 

copy of the notice with OTS, which will be provided to the state supervisor. 

• In the case of an application filed on Form H-(e)2, the applicant must file one additional copy 

of the application with OTS for the Department of Justice. 

You may contact the Applications Manager at the appropriate Regional office to obtain application 

forms, notice forms, and instructions. OTS’s Regional Offices and the states or territories they cover 

are as follows:
Section: Application Filing Requirements Section 010

010.2 Applications Handbook January 2005 Office of Thrift Supervision 

Northeast Regional Office 

Harborside Financial Center Plaza Five 

Suite 1600 

Jersey City, NJ 07311 

(201) 413-1000 

Region: Connecticut, Delaware, Maine, Massachusetts, New Hampshire, New Jersey, New York, 

Ohio, Pennsylvania, Rhode Island, Vermont and West Virginia. 

Southeast Regional Office 

1475 Peachtree Street, N.E. 

Atlanta, GA 30309 

(404) 888-0771 

Mail: P.O. Box 105217 

 Atlanta, GA 30348-5217 

Region: Alabama, District of Columbia, Florida, Georgia, Illinois, Indiana, Kentucky, Maryland, 

Michigan, North Carolina, South Carolina, Puerto Rico, the Virgin Islands, and Virginia. 

Midwest Regional Office 

225 E. John Carpenter Freeway, Suite 500 

Irving, TX 75062-2326 

(972) 277-9500 

Mail: P.O. Box 619027 

 Dallas/Ft. Worth, TX 75261-9027 

Region: Arkansas, Iowa, Kansas, Louisiana, Minnesota, Mississippi, Missouri, Nebraska, 

Oklahoma, Tennessee, Texas, and Wisconsin. 

West Regional Office 

Pacific Plaza 

2001 Junipero Serra Blvd. 

Suite 650 

Daly City, CA 94014-1976 

(650) 746-7000 

Mail: P.O. Box 7165 

 San Francisco, CA 94120-7165 

Region: Alaska, Arizona, California, Colorado, Guam, Hawaii, Idaho, Montana, New Mexico, 

Nevada, North Dakota, Northern Mariana Islands, Oregon, South Dakota, Utah, 

Washington, and Wyoming. 
Section: Application Filing Requirements Section 010

Office of Thrift Supervision April 2001 Applications Handbook 010.3 

Nondelegated Applications 

As previously stated, Section 040 of the handbook should be consulted for those applications that will 

be concurrently processed with the Washington office. For these applications, or if applicable 

regulations or forms so direct, an applicant must file the required number of copies with OTS’s 

Applications Filing Room (AFR) in Washington at 1700 G Street, N.W., Washington, D.C. 20552 in 

addition to filing with the appropriate Regional office. Any filings received after the close of 

business established by a Regional or Washington office will be considered received on the next 

business day. 

If the application form does not indicate the number of copies to be filed, or OTS does not have a 

prescribed form for the application, three copies must be filed with the AFR. All copies should be 

clearly captioned as to the type of filing, and should contain all exhibits and other pertinent 

documents. The application will be considered filed when both the Washington and Regional offices 

receive the appropriate number of copies, and the fee has been submitted to the appropriate Regional 

office. In the event a fee waiver is requested, the application will not be considered filed until such 

time as a decision is made with respect to the request. All fee waiver requests will be acted on by the 

Washington office. 

Securities Filings 

Securities Filings, filed pursuant to 12 C.F.R. Parts 563g and 563d.1, should be submitted directly to 

OTS’s Securities Filings Desk at 1700 G Street, N.W., Washington, D.C. 20552. 

Confidentiality 

The applicant must submit in writing, concurrently with the submission of the application, any 

requests to keep specific portions of the application confidential. In accordance with the Freedom of 

Information Act, the request should discuss the justification for the requested treatment and should 

specifically demonstrate the harm (e.g., to competitive position, invasion of privacy) that would result 

from the public release of information. OTS will not treat as confidential the portion of an 

application describing the plan to meet the Community Reinvestment Act objectives. 

Information for which confidential treatment is requested should be: (i) specifically identified in the 

public portion of the application by reference to the confidential section; (ii) separately bound; and 

(iii) labeled “confidential.” The applicant should follow these same procedures when filing 

supplemental information to the application. OTS will determine whether information designated as 

confidential must be made available to the public under the Freedom of Information Act. OTS will 

advise the applicant before it makes information designated as confidential available to the public. 
Section: Publication Forms Section 020

Office of Thrift Supervision April 2001 Applications Handbook 020.1

Savings institutions are required by regulation to provide the public with advance notice of certain 

activities as they pertain to specific application types. The form of publication to be used will depend 

on the type of application filing that has been submitted to OTS. Specific guidance on public notice 

requirements for individual application types may be found in the handbook section for that 

application. The following are examples of publication forms that should be used by applicants to 

meet public notice requirements. 

Exhibit 1 Notice of Filing of Application or Notice for Acquisition of a Savings 

Institution. For filings required pursuant to 12 C.F.R. § 574.3. Pursuant to 

12 C.F.R. § 574.6(d)(1), notice must be published no earlier than, and no 

later than, three calendar days from the filing date of the application.

Exhibit 2 Establishment of a Branch Office, or Change of Location of an Office, or 

Redesignation of Home Office Location. For filings required pursuant to 

12 C.F.R. §§ 545.92 or 545.95. Pursuant to 12 C.F.R. § 516.60, notice must 

be published no earlier than seven days before and no later than the filing 

date of the application.

Exhibit 3 Notice of Assumption of Deposit Application. For assumption of deposit 

liabilities, primarily involving the purchase of branch offices by a Savings 

Institution. For filings required pursuant to 12 C.F.R. § 563.22(a). Pursuant 

to 12 C.F.R. § 516.60, notice must be published no earlier than seven days 

before and no later than the filing date of the application.

Exhibit 4 Notice of Merger Application. For the purchase of all or substantially all of 

a financial institution by a Savings Institution. For filings required pursuant 

to 12 C.F.R. § 563.22(a). Pursuant to 12 C.F.R. § 516.60, notice must be 

published no earlier than seven days before and no later than the filing date 

of the application.

Exhibit 5 Notice of Filing of Application For Permission to Organize a Federal 

Savings Institution. For filings required pursuant to 12 C.F.R. § 543.2 or 

552.2-1. Pursuant to 12 C.F.R. § 516.60, notice must be published no earlier 

than seven days before and no later than the filing date of the application.

Exhibit 6 Combined Notice of Filing of Application For Acquisition Of A Savings 

Institution And For Permission To Organize A Federal Savings 

Institution. For filings required pursuant to 12 C.F.R. §§ 574.3 and 552.2-1. 

Pursuant to 12 C.F.R. § 516.60, notice must be published no earlier than 

seven days before and no later than the filing date of the application.

Exhibit 7 Combined Notice of Filing Of Application For Acquisition Of A Savings 

Institution And Notice Of Merger. For filings required pursuant to 12 

C.F.R. §§ 574.3 and 563.22. Pursuant to 12 C.F.R. § 516.60, notice must be 

published no earlier than seven days before and no later than the filing date 

of the application.
Section: Publication Forms Section 020

020.2 Applications Handbook April 2001 Office of Thrift Supervision

Exhibit 8 Combined Notice Of Filing Of Application For Acquisition Of A Savings 

Institution And Application For Permission To Convert To A Federal 

Savings Institution In A Merger Transaction. For filings required 

pursuant to 12 C.F.R. §§ 574.3, 552.2-1, and 563.22. Pursuant to 12 C.F.R. 

§ 516.60, notice must be published no earlier than seven days before and no 

later than the filing date of the application.

Exhibit 9 Combined Notice Of Filing Of Application For Acquisition Of A Savings 

Institution And Application For Permission To Convert To A Federal 

Savings Institution. For filings required pursuant to 12 C.F.R. §§ 574.3 and 

552.2-1. Pursuant to 12 C.F.R. § 516.60, notice must be published no earlier 

than seven days before and no later than the filing date of the application. 

Exhibit 10 Notice Of Filing Of Application For Permission To Convert To A 

Federal Savings Institution. For filings required pursuant to 12 C.F.R. 

§§ 543.2 or 552.2-1. Pursuant to 12 C.F.R. § 516.60, notice must be 

published no earlier than seven days before and no later than the filing date 

of the application. 
Section: Publication Forms Section 020

Office of Thrift Supervision April 2001 Applications Handbook 020.3

EXHIBIT 1

NOTICE OF FILING OF APPLICATION OR NOTICE FOR ACQUISITION OF A

SAVINGS INSTITUTION

This is to inform the public that under 12 C.F.R. § 574.3 of the Regulations of the Office of Thrift

Supervision (OTS) for Acquisitions of Savings Institutions, [Acquiror(s) or Holding Company(ies) 

name, City and State)] will file on or about [date] an application with the OTS, to acquire control of 

[Exact Corporate Name of Target Institution, City, State].

Anyone may submit written comments in connection with the application, and in so doing, may

submit such information as he or she deems relevant. Three copies of all submissions must be sent to 

the Regional Director, The Office of Thrift Supervision, [Street Address, City, State, and Zip Code of 

applicable Regional Office] within 20 calendar days of the filing of the application. Up to an

additional 20 calendar days may be obtained, upon a showing of good cause, if a written request is

received by OTS within the initial 20-day period.

You may inspect the nonconfidential portions of the application and the nonconfidential portions of

all comments filed with OTS by contacting the OTS Regional Office listed above. If you have any

questions concerning these procedures, contact the OTS Regional Office at [Telephone Number].
Section: Publication Forms Section 020

020.4 Applications Handbook April 2001 Office of Thrift Supervision

EXHIBIT 2

NOTICE [(TO ESTABLISH A BRANCH OFFICE) OR (TO CHANGE THE LOCATION 

OF AN OFFICE) OR (FOR REDESIGNATION OF HOME OFFICE)]

This is to inform the public that under 12 C.F.R. Section [545.92 or 545.95] of the Regulations of the 

Office of Thrift Supervision (OTS), [Thrift Corporate Title, Street Address, City, Town, State and 

Zip Code] [has filed/intends to file] an [application/notice] with the OTS for permission to

[(establish a branch office at (proposed location)) or (change the location of a branch office from 

(present address) to (proposed address)) or (redesignate its home office from (present address) to 

(proposed address))].

Anyone may submit written comments in connection with this application within 25 days of the filing 

of the application. The comment must be sent simultaneously to the Regional Director, Office of

Thrift Supervision, [Street Address, City, State, and Zip Code of applicable Regional Office], and to 

the attention of [Name or Title of contact person] of [Thrift Corporate Title] to its address stated

above [or other appropriate address to ensure delivery of the comment]. Written comments in

opposition to the application should address the regulatory basis for denial of such application, and be 

supported by the information specified in 12 C.F.R. Section 516.120(a). You may request an

informal meeting on such application by filing a written request with the OTS that describes the

nature of the issues or facts to be discussed and the reasons why written submissions are insufficient 

to adequately address these facts or issues within the 25 day period.

You may look at the non-confidential portions of the application and all comments filed with the OTS 

Regional Office. This information is available for public inspection at the appropriate OTS Regional 

Office during regular business hours. If you have any questions concerning these procedures, contact 

the OTS Regional Office at [Telephone Number]. 
Section: Publication Forms Section 020

Office of Thrift Supervision April 2001 Applications Handbook 020.5

EXHIBIT 3

NOTICE OF ASSUMPTION OF DEPOSITS APPLICATION

Notice is hereby given that application has been made to The Office of Thrift Supervision (OTS), for 

approval of the assumption of liabilities of the [address of branch(es)] branch office[s] of [Exact 

Corporate Name of Selling Institution, City, State] by [Exact Corporate Name of Purchasing

Institution, Street Address, City, State and Zip Code].

It is contemplated that [Name of Purchaser] will continue to operate the acquired branch office[s] at 

[its or their] current location[s]. [Note: If all or certain offices will be closed or consolidated,

substitute the following “(Name of Purchaser) will (discontinue operations of the acquired branch 

office(s) at (its or their) current location(s)) or (continue to operate the acquired branch offices at 

their current locations with the exception of (identify the location of each office to be closed

including Street Address, City, State).

This notice is published pursuant to 12 U.S.C. Section 1828(c) of the Federal Deposit Insurance Act 

and 12 C.F.R. Section 563.22 of the regulations of OTS. This notice will appear at approximately

one-week intervals over a 30-day period beginning [date] and ending [date].

Anyone may submit written comments in connection with this application within 30 days of the filing 

of the application. The comment must be sent simultaneously to the Regional Director, Office of 

Thrift Supervision, [Street Address, City, State, and Zip Code of applicable Regional Office], and to 

the attention of [Name or Title of contact person] of [Name of the Purchasing Institution] to its

address stated above [or other appropriate address to ensure delivery of the comment letter]. 

Written comments in opposition to the application should address the regulatory basis for denial of

such application, and be supported by the information specified in 12 C.F.R. Section 516.120(a). 

You may request an informal meeting on such application by including a written request for a

meeting with your comment that describes the nature of the issues or facts to be discussed and the

reasons why written submissions are insufficient to adequately address the facts or issues.

You may look at the non-confidential portions of the application and all comments filed with the OTS 

Regional Office. This information is available for public inspection at the appropriate OTS Regional 

Office during regular business hours. If you have any questions concerning these procedures, contact 

the OTS Regional Office at [Telephone Number]. 
Section: Publication Forms Section 020

020.6 Applications Handbook April 2001 Office of Thrift Supervision

EXHIBIT 4

NOTICE OF MERGER APPLICATION

Notice is hereby given that application has been made to The Office of Thrift Supervision (OTS), for 

approval of the merger of [Exact Corporate Name of Selling Institution, City, State] by [Exact 

Corporate Name of Purchasing Institution, Street Address, City, State and Zip Code].

It is contemplated that all offices of the above-named depository institutions will continue to operate 

with the exception of [identify location of each office to be closed including Street Address, City,

State]. [Note: If no offices will be closed or consolidated, insert instead: “(Name of Purchaser) will 

continue to operate the offices at their current locations.”]

This notice is published pursuant to 12 U.S.C. Section 1828(c) of the Federal Deposit Insurance Act 

and 12 C.F.R. Section 563.22 of the regulations of OTS. This notice will appear at approximately

one-week intervals over a 30-day period beginning [date] and ending [date].

Anyone may submit written comments in connection with this application within 30 days of the filing 

of the application. The comment must be sent simultaneously to the Regional Director, Office of

Thrift Supervision, [Street Address, City, State, and Zip Code of applicable Regional Office], and to 

the attention of [Name or Title of contact person] of [Name of the Purchasing Institution] to its

address stated above [or other appropriate address to ensure delivery of the comment letter]. 

Written comments in opposition to the application should address the regulatory basis for denial of

such application, and be supported by the information specified in 12 C.F.R. Section 516.120(a). 

You may request an informal meeting on such application by including a written request for a

meeting with your comment that describes the nature of the issues or facts to be discussed and the

reasons why written submissions are insufficient to adequately address the facts or issues.

You may look at the non-confidential portions of the application and all comments filed with the OTS 

Regional Office. This information is available for public inspection at the appropriate OTS Regional 

Office during regular business hours. If you have any questions concerning these procedures, contact 

the OTS Regional Office at [Telephone Number]. 
Section: Publication Forms Section 020

Office of Thrift Supervision April 2001 Applications Handbook 020.7

EXHIBIT 5

NOTICE OF FILING OF APPLICATION FOR PERMISSION TO ORGANIZE A

FEDERAL SAVINGS INSTITUTION 

This is to inform the public that under 12 C.F.R. Section [543.2 or 552.2-1] of the Rules and

Regulations of the Office of Thrift Supervision (OTS), [Name of organizing group & location

including Street Address, City, State and Zip Code] has filed an application with the OTS, for

permission to organize a Federal savings institution to be known as [corporate title of savings

institution] and located at, or in the immediate vicinity of, [proposed location including Street

Address, City, State].

Anyone may submit written comments in connection with this application within 25 days of the filing 

of the application. The comment must be sent simultaneously to the Regional Director, Office of

Thrift Supervision, [Street Address, City, State, and Zip Code of applicable Regional Office], and to 

the attention of [Name of the organizing group (or other contact if the organizing group is not the 

preferred contact)] to its address stated above [or alternate address if appropriate]. Written

comments in opposition to the application should address the regulatory basis for denial of such

application, and be supported by the information specified in 12 C.F.R. Section 516.120(a). You may 

request an informal meeting on such application by including a written request for a meeting with

your comment that describes the nature of the issues or facts to be discussed and the reasons why

written submissions are insufficient to adequately address the facts or issues.

You may look at the non-confidential portions of the application and all comments filed with the OTS 

Regional Office. This information is available for public inspection at the appropriate OTS Regional 

Office during regular business hours. If you have any questions concerning these procedures, contact 

the OTS Regional Office at [Telephone Number]. 
Section: Publication Forms Section 020

020.8 Applications Handbook April 2001 Office of Thrift Supervision

EXHIBIT 6

NOTICE OF FILING OF APPLICATION FOR ACQUISITION OF A SAVINGS 

INSTITUTION AND FOR PERMISSION TO ORGANIZE A FEDERAL SAVINGS

INSTITUTION 

This is to inform the public that under 12 C.F.R. Section 574.3 and 552.2-1 of the Rules and

Regulations of the Office of Thrift Supervision (OTS), [Acquiror(s) or Holding Company(ies) name, 

Street Address, City, State, and Zip Code (complete mailing address is needed for only one entity 

for the purpose of receiving comment letters, whereas additional entities need only City and State)]

will file on or about [date] an application with the OTS, for permission to organize and acquire

control of a Federal [Savings Bank or Savings Association] to be known as [thrift corporate title]

and located at, or in the immediate vicinity of, [proposed location...Street Address, City, State].

Anyone may submit written comments in connection with this application within 25 days of the filing 

of the application. Up to an additional 15 calendar days to submit comments may be obtained upon a 

showing of good cause, if a written request is received by the OTS within the initial 25-day period. 

The comment must be sent simultaneously to the Regional Director, Office of Thrift Supervision,

[Street Address, City, State, and Zip Code of applicable Regional Office] and to the attention of

[Name or Title of contact person] of [Name of Acquiror or the Holding Company or substitute

contact if another entity is selected to receive the comment] to its address stated above [or other

appropriate address to ensure delivery of the comment]. Written comments in opposition to the

application should address the regulatory basis for denial of such application, and be supported by the 

information specified in 12 C.F.R. Section 516.120(a). You may request an informal meeting on such 

application by filing a written request with the OTS that describes the nature of the issues or facts to 

be discussed and the reasons why written submissions are insufficient to adequately address these

facts or issues.

You may look at the non-confidential portions of the application and all comments filed with the OTS 

Regional Office. This information is available for public inspection at the appropriate OTS Regional 

Office during regular business hours. If you have any questions concerning these procedures, contact 

the OTS Regional Office at [Telephone Number]. 
Section: Publication Forms Section 020

Office of Thrift Supervision April 2001 Applications Handbook 020.9

EXHIBIT 7

NOTICE OF FILING OF APPLICATION FOR ACQUISITION OF A SAVINGS

INSTITUTION AND NOTICE OF MERGER 

This is to inform the public that under 12 C.F.R. Sections 574.3 and 563.22 of the Rules and

Regulations of the Office of Thrift Supervision (OTS), [Holding Company(ies) name, Street

Address, City, State, and Zip Code (complete mailing address is needed for only one entity for the 

purpose of receiving comment letters, whereas additional entities need only City and State)] will 

file on or about [date] an application with the OTS, to acquire control of [Exact Corporate Name of 

Selling Institution, City, State], through (briefly describe the transaction, e.g. merger,

consolidation, purchase and assumption, etc., with/into/of/to, include the Exact Corporate Titles of 

financial institutions involved)].

It is contemplated that all offices of the above-named depository institutions will continue to operate

with the exception of [identify location of each office to be closed including Street Address, City,

State]. [Note: If no offices will be closed or consolidated, insert instead: “(Name of Holding

Company) will continue to operate the offices at their current locations.”]

This notice is published pursuant to 12 U.S.C. Section 1828(c) of the Federal Deposit Insurance Act 

and 12 C.F.R. Sections 563.22 and 574.6 of the regulations of OTS. This notice will appear at

approximately one-week intervals over a 30-day period beginning [date] and ending [date].

Anyone may submit written comments in connection with this application within 30 days of the filing 

of the application. Up to an additional 10 calendar days to submit comments may be obtained upon a 

showing of good cause, if a written request is received by the OTS within the initial 30 day period. 

The comment must be sent simultaneously to the Regional Director, Office of Thrift Supervision,

[Street Address, City, State, and Zip Code of applicable Regional Office], and to the attention of

[Name or Title of contact person] of [Name of the Holding Company or substitute contact if

another entity is selected to receive the comment] to its address stated above [or other appropriate 

address to ensure delivery of the comment letter]. Written comments in opposition to the application 

should address the regulatory basis for denial of such application, and be supported by the

information specified in 12 C.F.R. Section 516.120(a). You may request an informal meeting on such 

application by including a written request for a meeting with your comment that describes the nature 

of the issues or facts to be discussed and the reasons why written submissions are insufficient to

adequately address the facts or issues.

You may look at the non-confidential portions of the application and all comments filed with the OTS 

Regional Office. This information is available for public inspection at the appropriate OTS Regional 

Office during regular business hours. If you have any questions concerning these procedures, contact 

the OTS Regional Office at [Telephone Number]. 
Section: Publication Forms Section 020

020.10 Applications Handbook April 2001 Office of Thrift Supervision

EXHIBIT 8

NOTICE OF FILING OF APPLICATION FOR ACQUISITION OF A SAVINGS

INSTITUTION AND APPLICATION FOR PERMISSION TO CONVERT TO A 

FEDERAL SAVINGS INSTITUTION IN A MERGER TRANSACTION 

This is to inform the public that under 12 C.F.R. Sections 574.3, 552.2-1, and 563.22 of the Rules and 

Regulations of the Office of Thrift Supervision (OTS), [Acquiror(s) or Holding Company(ies) name, 

Street Address, City, State, and Zip Code (complete mailing address is needed for only one entity 

for the purpose of receiving comment letters, whereas additional entities need only City and State)]

will file on or about [date] an application with the OTS, to acquire control of [Exact Corporate Name 

of Proposed Savings Institution, City, State], through its conversion to a Federal savings institution 

by (briefly describe the transaction, e.g. merger, consolidation, purchase and assumption, etc.,

with/into/of/to, include the Exact Corporate Titles of financial institutions involved].

This notice is published pursuant to 12 U.S.C. Section 1828(c) of the Federal Deposit Insurance Act 

and 12 C.F.R. Sections 552.2-1, 563.22, and 574.6 of the regulations of OTS. This notice will appear 

at approximately one-week intervals over a 30-day period beginning [date] and ending [date].

Anyone may submit written comments in connection with this application within 30 days of the filing 

of the application. Up to an additional 10 calendar days to submit comments may be obtained upon a 

showing of good cause, if a written request is received by the OTS within the initial 30 day period. 

The comment must be sent simultaneously to the Regional Director, Office of Thrift Supervision,

[Street Address, City, State, and Zip Code of applicable Regional Office] and to the attention of

[Name or Title of contact person] of [Name of Acquiror or the Holding Company or substitute

contact if another entity is selected to receive the comment] to its address stated above [or other

appropriate address to ensure delivery of the comment]. Written comments in opposition to the

application should address the regulatory basis for denial of such application, and be supported by the 

information specified in 12 C.F.R. Section 516.120(a). You may request an informal meeting on such 

application by filing a written request with the OTS that describes the nature of the issues or facts to 

be discussed and the reasons why written submissions are insufficient to adequately address these

facts or issues.

You may look at the non-confidential portions of the application and all comments filed with the OTS 

Regional Office. This information is available for public inspection at the appropriate OTS Regional 

Office during regular business hours. If you have any questions concerning these procedures, contact 

the OTS Regional Office at [Telephone Number]. 
Section: Publication Forms Section 020

Office of Thrift Supervision April 2001 Applications Handbook 020.11

EXHIBIT 9

NOTICE OF FILING OF APPLICATION FOR ACQUISITION OF A SAVINGS

INSTITUTION AND APPLICATION FOR PERMISSION TO CONVERT TO A 

FEDERAL SAVINGS INSTITUTION

This is to inform the public that under 12 C.F.R. Sections 574.3, and 552.2-1 of the Rules and

Regulations of the Office of Thrift Supervision (OTS), [Acquiror(s) or Holding Company(ies) name, 

Street Address, City, State, and Zip Code (complete mailing address is needed for only one entity 

for the purpose of receiving comment letters, whereas additional entities need only City and State)]

will file on or about [date] an application with the OTS, to acquire control of [Exact Corporate Name 

of Proposed Savings Institution, City, State]. As part of the transaction, [Exact Corporate Title of 

the converting institution] will file an application to convert from a [specify the existing charter type 

of the converting institution] to a Federal Savings Institution to be called [Exact Corporate Name of 

Proposed Savings Institution].

Anyone may submit written comments in connection with this application within 25 days of the filing 

of the application. Up to an additional 15 calendar days to submit comments may be obtained upon a 

showing of good cause, if a written request is received by the OTS within the initial 25-day period. 

The comment must be sent simultaneously to the Regional Director, Office of Thrift Supervision,

[Street Address, City, State, and Zip Code of applicable Regional Office], and to the attention of

[Name or Title of contact person] of [Name of Acquiror or the Holding Company or substitute

contact if another entity is selected to receive the comment] to its address stated above [or other

appropriate address to ensure delivery of the comment]. Written comments in opposition to the

application should address the regulatory basis for denial of such application, and be supported by the 

information specified in 12 C.F.R. Section 516.120(a). You may request an informal meeting on such 

application by filing a written request with the OTS that describes the nature of the issues or facts to 

be discussed and the reasons why written submissions are insufficient to adequately address these

facts or issues.

You may look at the non-confidential portions of the application and all comments filed with the OTS 

Regional Office. This information is available for public inspection at the appropriate OTS Regional 

Office during regular business hours. If you have any questions concerning these procedures, contact 

the OTS Regional Office at [Telephone Number]. 
Section: Publication Forms Section 020

020.12 Applications Handbook April 2001 Office of Thrift Supervision

EXHIBIT 10

NOTICE OF FILING OF APPLICATION FOR PERMISSION TO CONVERT TO A 

FEDERAL SAVINGS INSTITUTION

This is to inform the public that under 12 C.F.R. Section [543.2 or 552.2-1] of the Rules and

Regulations of the Office of Thrift Supervision (OTS), [Exact Corporate Title of the converting

institution, Street Address, City, State and Zip Code] will file on or about [date] an application with 

the OTS, to convert from a [specify the existing charter type of the converting institution] to a

Federal Savings Institution to be called [Exact Corporate Name of Proposed Savings Institution].

Anyone may submit written comments in connection with this application within 25 days of the filing 

of the application. The comment must be sent simultaneously to the Regional Director, Office of

Thrift Supervision, [Street Address, City, State, and Zip Code of applicable Regional Office], and to 

the attention of [Name or Title of contact person] of [Name of Converting Institution or substitute 

contact if another entity is selected to receive the comment] to its address stated above [or other

appropriate address to ensure delivery of the comment]. Written comments in opposition to the

application should address the regulatory basis for denial of such application, and be supported by the 

information specified in 12 C.F.R. Section 516.120(a). You may request an informal meeting on such 

application by filing a written request with the OTS that describes the nature of the issues or facts to 

be discussed and the reasons why written submissions are insufficient to adequately address these

facts or issues.

You may look at the non-confidential portions of the application and all comments filed with the OTS 

Regional Office. This information is available for public inspection at the appropriate OTS Regional 

Office during regular business hours. If you have any questions concerning these procedures, contact 

the OTS Regional Office at [Telephone Number]. 
Section: BMA Transmittal Forms Section 030

Office of Thrift Supervision April 2001 Applications Handbook 030.1

The attached form letters should be used in notifying the appropriate regulatory agencies when 

processing applications subject to the Bank Merger Act (BMA), as required by 12 C.F.R. 

§ 563.22(e)(2).

• Exhibit 1 Initial BMA Letter – Department of Justice

• Exhibit 2 Initial BMA Letter – Department of Justice

 Competitively Neutral Transactions

• Exhibit 3 Final BMA Letter – Department of Justice

• Exhibit 4 BMA Letter – Federal Reserve 

• Exhibit 5 BMA Letter – Comptroller of the Currency

• Exhibit 6 BMA Letter – Federal Deposit Insurance Corporation
Section: BMA Transmittal Forms Section 030

030.2 Applications Handbook April 2001 Office of Thrift Supervision

Exhibit 1

Initial BMA Letter – Department of Justice

U.S. Department of Justice

Antitrust Division

City Center Building, Suite 4000

1401 H Street, N.W.

Washington, D.C. 20530

Re: [Description of Transaction]

Dear Sir or Madam:

Pursuant to the provisions of the Bank Merger Act, 12 U.S.C. § 1828(c), we hereby request a 

report on the competitive factors involved in the above-captioned transaction. A copy of the 

application is enclosed.

The date of receipt of this letter by your office will be made a part of our records with respect 

to this transaction. Therefore, we would appreciate your signing or date stamping the enclosed 

copy of this letter and returning it to us.

If you require any further information, please contact me at ______________. We will 

forward to your office a copy of any amendment to the application that affects antitrust 

considerations. Thank you for your attention to this matter.

Sincerely,

Applications Analyst

Enclosures
Section: BMA Transmittal Forms Section 030

Office of Thrift Supervision April 2001 Applications Handbook 030.3

Exhibit 2 

Initial BMA Letter – Department of Justice 

Competitively Neutral Transactions

U.S. Department of Justice

Antitrust Division

City Center Building, Suite 4000

1401 H Street, N.W.

Washington, D.C. 20530

Re: [Description of Transaction]

Dear Sir or Madam:

Pursuant to the provisions of the Bank Merger Act, 12 U.S.C. § 1828(c), we hereby request 

your review of the above-captioned transaction. We request your confirmation that the proposed 

transaction is subject to the Department’s December 6, 1989, agreement on the prospective 

competitiveness factors report process. A copy of the application is enclosed.

Your receipt date plus 31 days will determine the earliest transaction consummation date. 

For the purposes envisioned under 12 U.S.C. § 18(c)(6) of the Federal Deposit Insurance Act, we 

will grant an interim approval of the application to be effective on your date of receipt. As a 

result, your confirmation should clearly indicate your date of receipt of our request and be 

returned to the OTS regional office at the above address.

In the event that during the 30 days following your receipt of this letter the Department 

advises OTS that the transaction will have a significantly adverse effect on competition, OTS’ 

interim approval will be immediately revoked or suspended. In such cases, you will be promptly 

notified of any subsequent approval and will have 30 days after that approval date to initiate any 

action to prevent consummation of the proposed transaction.

If you require any further information, please contact me at ______________. We will 

forward to your office a copy of any amendment to the application that affects antitrust 

considerations. Thank you for your attention in this matter.

Sincerely,

Applications Analyst

Enclosures 
Section: BMA Transmittal Forms Section 030

030.4 Applications Handbook April 2001 Office of Thrift Supervision

Exhibit 3

Final BMA Letter – Department of Justice

U.S. Department of Justice

Antitrust Division

City Center Building, Suite 4000

1401 H Street, N.W.

Washington, D.C. 20530

Re: [Description of Transaction]

Dear Sir or Madam:

 We are writing to advise you that the Office of Thrift Supervision approved the above referenced 

transaction under the Bank Merger Act, 12 U.S.C. § 1828(c). A copy of the approval is enclosed.

 The date of receipt of this letter by your office will be made a part of our records with respect to 

this transaction. Therefore, we would appreciate your signing or date stamping the enclosed copy of 

this letter and returning it to us. 

Sincerely,

Applications Analyst

Enclosures
Section: BMA Transmittal Forms Section 030

Office of Thrift Supervision April 2001 Applications Handbook 030.5

Exhibit 4

BMA Letter – Federal Reserve 

[Contact Person]

Federal Reserve Bank of _________

[Address]

Re: [Description of Transaction]

Dear ________:

Pursuant to the provisions of the Bank Merger Act, 12 U.S.C. § 1828(c), we hereby request a 

report on the competitive factors involved in the above-captioned proposed transaction. A copy 

of the application is enclosed.

The date of receipt of this letter by your office will be made a part of our records with respect 

to this transaction. Therefore, we would appreciate your signing or date stamping the enclosed 

copy of this letter and returning it to us.

If you require any further information, please contact me at ______________. We will 

forward to your office a copy of any amendment to the application that affects antitrust 

considerations. Thank you for your attention to this matter.

Sincerely,

Applications Analyst

Enclosures
Section: BMA Transmittal Forms Section 030

030.6 Applications Handbook April 2001 Office of Thrift Supervision

Exhibit 5

BMA Letter – Comptroller of the Currency

[Contact Person]

Comptroller of the Currency

Bank Organization and Structure

250 E Street, S.W.

Washington, D.C. 20219

Re: [Description of Transaction]

Dear ________:

Pursuant to the provisions of the Bank Merger Act, 12 U.S.C. § 1828(c), we hereby request a 

report on the competitive factors involved in the above-captioned proposed transaction. A copy 

of the application is enclosed.

The date of receipt of this letter by your office will be made a part of our records with respect 

to this transaction. Therefore, we would appreciate your signing or date stamping the enclosed 

copy of this letter and returning it to us.

If you require any further information, please contact me at ______________. We will 

forward to your office a copy of any amendment to the application that affects antitrust 

considerations. Thank you for your attention to this matter.

Sincerely,

Applications Analyst

Enclosures
Section: BMA Transmittal Forms Section 030

Office of Thrift Supervision April 2001 Applications Handbook 030.7

Exhibit 6

BMA Letter – Federal Deposit Insurance Corporation

[Contact Person]

Special Situations and Applications Section

Room 512C

550 Seventeenth Street

Washington, D.C. 20249

Re: [Description of Transaction]

Dear __________:

Pursuant to the provisions of the Bank Merger Act, 12 U.S.C. § 1828(c), we hereby request a 

report on the competitive factors involved in the above-captioned proposed transaction. A copy 

of the application is enclosed.

The date of receipt of this letter by your office will be made a part of our records with respect 

to this transaction. Therefore, we would appreciate your signing or date stamping the enclosed 

copy of this letter and returning it to us.

If you require any further information, please contact me at ______________. We will 

forward to your office a copy of any amendment to the application that affects antitrust 

considerations. Thank you for your attention to this matter.

Sincerely,

Applications Analyst

Enclosures
Section: Delegations Section 040

Office of Thrift Supervision April 2001 Applications Handbook 040.1

OTS considers the following applications to contain an issue of law or policy that require concurrent 

processing by the OTS Regional Office and OTS-Washington. Therefore, if an applicant files any of 

the application types listed below, the applicant should submit the appropriate number of copies of 

the filing to the applicable OTS Regional Office and the Applications Filing Room (AFR), Office of 

Thrift Supervision, 1700 G Street, N.W., Washington, D.C. 20552. Applications and/or notices not 

listed below may be processed solely by the Regional Office and do not need to be filed with the 

AFR. If OTS later deems any such filings to present such issues of law or policy, the Regional Office 

will notify the applicant that the submission must be concurrently processed by the OTS Washington 

Office and will direct the applicant to file the appropriate number of copies with the AFR.

The following applications must be filed in both the Region and with the AFR:

A. Applications filed under the acquisition of control regulations, 12 C.F.R. Part 574, the 

Bank Merger Act, 12 U.S.C. § 1828(c), or the transfer of assets regulations, 12 C.F.R. 

§ 563.22(c), as follows: 

1. Applications involving foreign acquirors that have not previously received OTS 

approval under Part 574;

2. Applications by diversified companies, insurance companies, investment companies, 

pension funds, investment advisors, securities firms, and credit unions;

3. Applications that involve hostile or contested acquisitions, opposition proxy 

solicitations or other potential acquisitions where there is a competing acquiror for a 

savings association;

4. Applications for qualified stock issuances;

5. Applications for approval of material waivers of the required provisions for standard 

rebuttal of control or action in concert filings;

6. Applications raising significant competitive factor issues, including, but not limited 

to transactions in which the Department of Justice, Federal Trade Commission, or the 

Federal Reserve Board object to any aspect of the proposed transaction, or which 

otherwise result in significant post-transaction market concentrations;

B. Applications for permission to organize a savings association;

C. Applications by savings associations that have been approved to operate as limited 

purpose institutions to expand their activities beyond those previously approved;

D. Applications for mutual holding company reorganizations and minority stock issuances 

filed under Part 575;

E. Applications for mutual to stock conversions filed under Part 563b;

F. Applications filed by a savings association under Part 559 for a subordinate organization 

to engage in an activity that is not preapproved under Part 559.4;

G. Applications involving any foreign activity of a savings association or a subordinate 

organization of a savings association;
Section: Delegations Section 040

040.2 Applications Handbook April 2001 Office of Thrift Supervision

H. Applications requesting approval of waivers of statutes; regulations; OTS policy as set 

forth in bulletins; memorandums or handbooks; or significant application requirements;

I. Application for the modification or revocation of any condition of approval imposed on 

an application that was not approved on a delegated basis;

J. Applications for charter and bylaw amendments with nonroutine anti-takeover 

provisions, or nonstandard indemnification provisions;

K. Applications by or involving persons subject to a pending notice of charges or formal 

investigation;

L. Applications for Management Interlock exceptions under Part 563f; 

M. Applications involving approval of non-cash contributions or leveraged buyouts; and

N. Unique or novel branch applications. 
Section: Appeals Process Section 050

Office of Thrift Supervision April 2001 Applications Handbook 050.1

This handbook section provides information regarding the appeals process for Office of Thrift 

Supervision (OTS) decisions on applications, notices, and filings (collectively defined as 

applications). OTS recognizes that its decisions have a significant effect on its regulated savings 

institutions and that certain OTS application decisions may be challenged. Because it is the OTS's 

objective to ensure its decisions are fair, equitable and consistent, OTS has developed a process for 

the review, appeal and reconsideration of disputed OTS decisions. Further, the OTS Ombudsman is 

also available for use by an institution in dealing with OTS on any dispute or appeal relating to an 

OTS decision on an application.

A request to reconsider a decision made on an application may be made when, in the applicant's 

judgment, OTS's decision on an application, or its decision to impose non-standard conditions of 

approval, is inconsistent with existing OTS regulations, policies, procedures or the facts presented in 

the application. In all cases, before filing a request to reconsider a decision made on an application, 

applicants are encouraged to discuss with the decision-making office (e.g., Regional Office or 

OTS-Washington) any concerns regarding OTS’s decision on an application. 

FILING REQUIREMENTS

Filings and submissions made pursuant to the appeals process are not subject to the application 

processing procedures in 12 CFR Part 516.

Processing Procedures and Time Frames

A formal request for reconsideration of an OTS application decision, or for reconsideration of an OTS 

decision to impose a nonstandard condition of approval, should be filed with OTS within 30 calendar 

days of the OTS decision on the application. Applicants requesting reconsideration should submit an 

original and two copies of the request to the OTS-Washington Applications Filing Room, and submit 

one copy to the appropriate Regional Office. See Application Filing Requirements in Section 010 of 

this handbook for OTS addresses and more information.

No fees are charged for a request for reconsideration. OTS will make every effort to take action upon 

a request for reconsideration within 60 calendar days of the receipt of a request, or if additional 

information is requested, within 60 calendar days of receipt of any additional information. 

Information and Form Requirements

The request should contain the following information:

• Identification of application on which review is sought;

• A copy of the original OTS decision letter or order, and any subsequent modifications;

• A statement of whether the applicant is submitting a request for reconsideration of an OTS 

application decision, or for the imposition of nonstandard conditions of approval;

• A concise statement of the reasons why the applicant disagrees with an OTS application 

decision or imposition of nonstandard conditions of approval;
Section: Appeals Process Section 050

050.2 Applications Handbook April 2001 Office of Thrift Supervision

• A description of any applicable statutes, regulations, policies or procedures on which the 

applicant relies;

• Confirmation as to whether the applicant has, in the interim, complied with the terms of the 

application decision and any nonstandard condition of approval;

• Copies of any supporting documents; and

• The name, address and telephone number of an individual designated to provide additional 

information.

Special Considerations

The procedures described in this section do not supersede any statutory provisions for judicial or 

administrative review of agency decisions concerning applications. An applicant's election to use 

these procedures will not affect the running of any statutorily-prescribed period for seeking judicial 

review. In addition, when a statute requires OTS to make a decision on an application within a 

specific period of time, OTS will deem the original decision, and not the decision rendered in 

response to a request for reconsideration, to determine compliance with such a requirement. 

OTS prohibits any employee, including members of its examination and supervisory staff, from acts 

of retaliation against an applicant that files for the reconsideration of an application. 

Ombudsman

Section 309(d) of the Community Development and Regulatory Improvement Act of 1994 (CDRIA), 

requires that each Federal banking agency appoint an Ombudsman. Section 309 provides that the 

Ombudsman is to:

• Act as a liaison between the agency and any affected person with respect to any problem such 

party may have in dealing with the agency resulting from the regulatory activities of the 

agency; and

• Assure that safeguards exist to encourage complainants to come forward and preserve 

confidentiality. 

Section 309(b)(2) of the CDRIA provides that each Federal banking agency shall ensure that 

appropriate safeguards exist for protecting any party who appeals a “material supervisory 

determination” from retaliation by agency examiners.

OTS believes that the proper role of the Ombudsman is to act as a facilitator and mediator for the 

resolution of complaints. The Ombudsman will ensure that complaints about OTS regulatory actions 

are addressed in a fair and timely manner.

The Ombudsman's major function is to provide assistance as a liaison with the thrift industry and the 

public on issues, concerns or problems that they may have in dealing with OTS. The OTS 

Ombudsman reports directly to the Director.
Section: Appeals Process Section 050

Office of Thrift Supervision April 2001 Applications Handbook 050.3

When a problem is brought to the attention of the Ombudsman, the Ombudsman will explain the 

appeals process. Where the applicant has a complaint with regard to the process, the Ombudsman 

will meet with the appropriate OTS official, or arrange a meeting between the complainant and the 

appropriate OTS official and attempt to resolve the problem. If the Ombudsman believes a problem 

or complaint has not been satisfactorily addressed, the Ombudsman may raise the matter with a 

higher level official and/or the Director for resolution.

Section 309(d)(2)(B) of the CDRIA requires that the Ombudsman ensure that safeguards exist to 

encourage complainants to come forward and preserve confidentiality. In OTS's view, its existing 

avenues for appeal or complaints, the Ombudsman's authority to compel meetings with appropriate 

OTS officials at all levels in Washington, D.C. and the Regions, as well as the authority of the 

Ombudsman to review complaints of retaliation, should encourage complainants to come forward.

All information and materials utilized in the Ombudsman's review of a complaint shall be used only 

for purposes of the review and not disclosed outside of the Ombudsman's office, except to appropriate 

reviewing officials or with appropriate authorization. The Ombudsman will honor requests to keep 

confidential the identity of a complaining party. It must be recognized, however, that the resolution 

of certain complaints (such as complaints of retaliation against an individual institution) may not be 

possible should the identity of the complainant remain confidential. In such cases, the Ombudsman 

will discuss the circumstances limiting confidentiality with the complaining party involved. OTS 

believes these provisions should assist in preserving the confidentiality of complainants and the 

Ombudsman function. 

The Ombudsman is authorized to receive complaints of retaliation against a party because of utilizing 

the Ombudsman or any existing avenue of appeal or complaint forum. Upon receiving a complaint of 

retaliation, the Ombudsman will investigate the supervisory basis for the alleged retaliatory conduct. 

Upon completion of the review, the Ombudsman will report any findings of retaliation to the Director 

of OTS with a recommendation for remedial action to protect the complainant. A finding of 

retaliation will be referred to the Chief Counsel, for possible disciplinary action against the OTS 

employee who retaliated. 

A party may contact the Ombudsman at any time regarding a problem resulting from the regulatory 

activities of OTS by calling (202) 906-5685 or writing to: Ombudsman, Office of Thrift Supervision, 

1700 G Street, NW, Washington, D.C. 20552.

INFORMATION SOURCES

Thrift Bulletin 68 dated July 15, 1996
Section: Application Tracking System Section 060

Office of Thrift Supervision April 2001 Applications Handbook 060.1

The National Application Tracking System (NATS) is a computerized on-line database that acts as a 

central file for all applications and notices processed by OTS-Washington and Regional staff. NATS 

is designed to satisfy four major objectives:

• Provide an historical database for applications and notices processed by OTS-Washington 

and Regional staff;

• Provide the status of applications pending in either the Washington or Regional offices;

• Provide various reports to monitor and track applications, which facilitates processing and 

ensures compliance with established regulatory timeframes; and

• Provide the ability to interface with other OTS monitoring systems, which allows for agencywide research and development projects.

By providing a wide range of reporting capabilities, NATS enables OTS to more effectively and 

efficiently manage processing activities and monitor applications. In addition, the public may access 

NATS through OTS’ website to obtain information regarding pending and completed applications. 

Therefore, it is critical that NATS entries be made in a timely manner to maintain the system’s 

effectiveness. Application information must be entered into the system within five days of the event 

or activity. Of particular importance is the entry of the effective date of certain transactions (i.e., 

mergers, acquisitions, de novos, charter conversions), which may affect whether the institution will be 

subject to OTS assessments.