BOAR D O F GOVERNOR S 

OF THE 

FEDERAL RESERVE SYSTEM 

WASHINGTON, D. C. 2055 1 

ADDRES S OFFICIA L CORRESPONDENC E 

T O TH E BOAR D 

MAR 15 2012 

Christopher N. Lewis, Esq. 

Deputy General Counsel 

The Jones Financial Companies, LLLP 

12555 Manchester Road 

St. Louis, Missouri 63131 

Dear Mr. Lewis: 

The Dodd-Frank Wall Street Reform and Consumer Protection Act transferred 

supervisory and regulatory authority over savings and loan holding companies 

("SLHCs") from the Office of Thrift Supervision to the Board. In light of its new 

authority, the Board proposed for public comment and subsequently adopted regulatory 

reporting requirements for SLHCs. 

[footnote: 1]

 16 Federal Register 53129 (August 25, 2011), 16 Federal Register 81933 (December 29, 

2011). [end of footnote.] 

To address concerns expressed by some 

commenters, the Board exempted a limited number of SLHCs from transitioning to the 

Board's regulatory reports 

[footnote: 2]

 The following reports were identified: FR Y-6, FR Y-7, FR Y-9C, FR Y-9LP, FR Y-9SP, 

FR Y-9ES, FR Y-9CS, FR Y-11, FR Y-11S, FR 2314, FR 2314S, FR Y-8, FR Y-12, FR Y-12A, 

FR Y-7Q, FR Y-7N, and FR Y-7NS. [end of footnote.] 

and provided a two-year phase-in period for all other SLHCs. 

The Board required all SLHCs that were not exempted to submit certain Board regulatory 

reports beginning with the March 31, 2012, reporting period. 

In connection with your submission dated July 25, 2011, the Director of the 

Division of Banking Supervision and Regulation, acting pursuant to authority delegated 

by the Board and after consulting with the General Counsel, has granted The Jones 

Financial Companies, LLLP ("Jones Financial"), St. Louis, Missouri, a temporary 

exemption from submitting the Board's regulatory reports beginning with the 

March 31,2012, reporting period. However, Jones Financial should continue to submit 

to the Board the H-b(11), the FR 2320 (formerly Schedule HC of the Thrift Financial 

Report), and the annual FR Y-6 (or FR Y-7, if applicable) until such time as Jones 

Financial is deregistered as an SLHC. If Jones Financial cannot complete the 

deregistration process by December 31, 2012, it must transition to the Board's regulatory 

reports by March 31, 2013. 
This action is based on the representations made to the Board in your 

correspondence. Any change in the facts presented could result in a different conclusion 

and should be reported immediately to Board staff. This action should not be construed 

as granting relief from any other conditions or commitments to which Jones Financial 

may be subject. 

Sincerely yours, 

[signed:] 

Deputy Secretary of the Board 

cc: Julie Stackhouse, Senior Vice President 

Federal Reserve Bank of St. Louis 
BOAR D OF GOVERNOR S 

O F TH E 

FEDERAL RESERVE SYSTEM 

WASHINGTON , D.C. 2055 1 

ADDRES S OFFICIA L CORRESPONDENC E 

T O TH E BOAR D 

Mar 15 2012 

Lawrence Martinez, Esq. 

Senior Vice President and 

General Counsel 

Davidson Companies 

Davidson Building 

8 Third Street North, Suite 301 

Great Falls, Montana 59403 

Dear Mr. Martinez: 

The Dodd-Frank Wall Street Reform and Consumer Protection Act transferred 

supervisory and regulatory authority over savings and loan holding companies 

("SLHCs") from the Office of Thrift Supervision to the Board. In light of its new 

authority, the Board proposed for public comment and subsequently adopted regulatory 

reporting requirements for SLHCs. 

[footnote]1

 76 Federal Register 53129 (August 25,2011), 76 Federal Register 81933 (December 29, 

2011). [end of footnote 1] 

To address concerns expressed by some 

commenters, the Board exempted a limited number of SLHCs from transitioning to the 

Board's regulatory reports 

[footnote]2

 The following reports were identified: FR Y-6, FR Y-7, FR Y-9C, FR Y-9LP, FR Y-9SP, 

FR Y-9ES, FR Y-9CS, FR Y-11, FR Y-11S, FR2314, FR 2314S, FR Y-8, FR Y-12, FR Y-12A, 

FR Y-7Q, FR Y-7N, and FR Y-7NS. [end of footnote 2] 

and provided a two-year phase-in period for all other SLHCs. 

The Board required all SLHCs that were not exempted to submit certain Board regulatory 

reports beginning with the March 31, 2012, reporting period. 

In connection with your submission dated February 27, 2012, the Director of the 

Division of Banking Supervision and Regulation, acting pursuant to authority delegated 

by the Board and after consulting with the General Counsel, has granted Davidson 

Companies and all entities listed in Schedule A, attached (collectively, "Davidson 

Companies"), all of Great Falls, Montana, temporary exemptions from submitting the 

Board's regulatory reports beginning with the March 31, 2012, reporting period. 

However, Davidson Companies should continue to submit to the Board the H-b(11), the 

FR 2320 (formerly Schedule HC of the Thrift Financial Report), and the annual FR Y-6 

(or FR Y-7, if applicable) until such time as Davidson Companies are deregistered as 

SLHCs. If Davidson Companies cannot complete the deregistration process by 
December 31, 2012, they must transition to the Board's regulatory reports by 

March 31, 2013. 

This action is based on the representations made to the Board in your 

correspondence. Any change in the facts presented could result in a different conclusion 

and should be reported immediately to Board staff. This action should not be construed 

as granting relief from any other conditions or commitments to which Davidson 

Companies may be subject. 

Sincerely yours, 

[signed] Robert deV

Deputy Secretary of the Board 

Attachment 

cc: Ron J. Feldman, Senior Vice President 

Federal Reserve Bank of Minneapolis 
Schedule A 

Abigail Davidson 1997 Trust 

Andrew Davidson 1999 Trust 

Nicholas Descamps 1995 Trust 

Ian T. Descamps 1997 Trust 

Lucas Maxwell 1994 Trust 

Alex Maxwell 1992 Trust 

Zachary Maxwell 1999 Trust 

Ryan Maxwell 1991 Trust 

Casey Maxwell 1991 Trust 

Davidson Companies Employee Stock Ownership Plan 

Ian B. Davidson Revocable Trust 

Davidson Legacy LLC 
BOAR D OF GOVERNOR S 

OF THE 

FEDERAL RESERVE SYSTEM 

WASHINGTON, D.C. 20551 

ADDRES S OFFICIA L CORRESPONDENC E 

T O TH E BOAR D 

MAR 1 5 2012 

Catherine L. Heron, Esq. 

Senior Vice President and 

General Counsel 

Capital Bank and Trust Company 

333 South Hope Street 

Los Angeles, California 90071 

Dear Ms. Heron: 

The Dodd-Frank Wall Street Reform and Consumer Protection Act transferred 

supervisory and regulatory authority over savings and loan holding companies 

("SLHCs") from the Office of Thrift Supervision to the Board. In light of its new 

authority, the Board proposed for public comment and subsequently adopted regulatory 

reporting requirements for SLHCs. 

[footnote]1

 76 Federal Register 53129 (August 25, 2011), 76 Federal Register 81933 (December 29, 

2011). [end of footnote 1.] 

To address concerns expressed by some 

commenters, the Board exempted a limited number of SLHCs from transitioning to the 

Board's regulatory reports 

[footnote]2

 The following reports were identified: FR Y-6, FR Y-7, FR Y-9C, FR Y-9LP, FR Y-9SP, 

FR Y-9ES, FR Y-9CS, FR Y-11, FR Y-11S, FR 2314, FR 2314S, FR Y-8, FR Y-12, FR Y-12A, 

FR Y-7Q, FR Y-7N, and FR Y-7NS. [end of footnote 2.] 

and provided a two-year phase-in period for all other SLHCs. 

The Board required all SLHCs that were not exempted to submit certain Board regulatory 

reports beginning with the March 31, 2012, reporting period. 

In connection with your submission dated July 25, 2011, the Director of the 

Division of Banking Supervision and Regulation, acting pursuant to authority delegated 

by the Board and after consulting with the General Counsel, has granted The Capital 

Group Companies, Inc. ("Capital Group"), Los Angeles, California, a temporary 

exemption from submitting the Board's regulatory reports beginning with the 

March 31, 2012, reporting period. However, Capital Group should continue to submit to 

the Board the H-b(11), the FR 2320 (formerly Schedule HC of the Thrift Financial 

Report), and the annual FR Y-6 (or FR Y-7, if applicable) until such time as Capital 

Group is deregistered as an SLHC. If Capital Group cannot complete the deregistration 

process by December 31, 2012, it must transition to the Board's regulatory reports by 

March 31, 2013. 
This action is based on the representations made to the Board in your 

correspondence. Any change in the facts presented could result in a different conclusion 

and should be reported immediately to Board staff. This action should not be construed 

as granting relief from any other conditions or commitments to which Capital Group may 

be subject. 

Sincerely yours. 

[signed] 

Deputy Secretary of the Board 

cc: Teresa Curran, Senior Vice President 

Federal Reserve Bank of San Francisco 
BOAR D O F GOVERNOR S 

OF THE 

FEDERAL RESERVE SYSTEM 

WASHINGTON, D.C. 20551 

ADDRES S OFFICIA L CORRESPONDENC E 

T O TH E BOAR D 

Peter D. Stahl, Esq. 

Vice President and 

Associate General Counsel 

FMR LLC 

Fidelity Thrift Holding Company, Inc. 

82 Devonshire Street 

Boston, Massachusetts 02109 

Dear Mr. Stahl: 

The Dodd-Frank Wall Street Reform and Consumer Protection Act transferred 

supervisory and regulatory authority over savings and loan holding companies 

("SLHCs") from the Office of Thrift Supervision to the Board. In light of its new 

authority, the Board proposed for public comment and subsequently adopted regulatory 

reporting requirements for SLHCs. 

[footnote]1

 76 Federal Register 53129 (August 25, 2011), 76 Federal Register 81933 (December 29, 

2011).[end of footnote 1.] 

To address concerns expressed by some 

commenters, the Board exempted a limited number of SLHCs from transitioning to the 

Board's regulatory reports 

[footnote]2

 The following reports were identified: FR Y-6, FR Y-7, FR Y-9C, FR Y-9LP, FR Y-9SP, 

FR Y-9ES, FR Y-9CS, FR Y-11, FR Y-11S, FR 2314, FR 2314S, FR Y-8, FR Y-12, FR Y-12A, 

FR Y-7Q, FR Y-7N, and FR Y-7NS. [end of footnote 2.] 

and provided a two-year phase-in period for all other SLHCs. 

The Board required all SLHCs that were not exempted to submit certain Board regulatory 

reports beginning with the March 31, 2012, reporting period. 

In connection with your submission dated August 10, 2011, the Director of the 

Division of Banking Supervision and Regulation, acting pursuant to authority delegated 

by the Board and after consulting with the General Counsel, has granted FMR LLC and 

Fidelity Thrift Holding Company, Inc. (collectively, "Fidelity companies"), both of 

Boston, Massachusetts, temporary exemptions from submitting the Board's regulatory 

reports beginning with the March 31, 2012, reporting period. However, Fidelity 

companies should continue to submit to the Board the H-b(11), the FR 2320 (formerly 

Schedule HC of the Thrift Financial Report), and the annual FR Y-6 (or FR Y-7, if 

applicable) until such time as Fidelity companies are deregistered as SLHCs. If Fidelity 

companies cannot complete the deregistration process by December 31, 2012, they must 

transition to the Board's regulatory reports by March 31, 2013. 
This action is based on the representations made to the Board in your 

correspondence. Any change in the facts presented could result in a different conclusion 

and should be reported immediately to Board staff. This action should not be construed 

as granting relief from any other conditions or commitments to which Fidelity companies 

may be subject. 

Sincerely yours, 

[si

Deputy Secretary of the Board 

cc: Jim Nolan, Senior Vice President 

Federal Reserve Bank of Boston 
BOAR D O F GOVERNOR S 

OF THE 

FEDERAL RESERVE SYSTEM 

WASHINGTON, D.C. 2055 1 

ADDRES S OFFICIA L CORRESPONDENC E 

T O TH E BOAR D 

MAR 1 5 2012 

Mr. Douglas Nunn 

Chief Executive Officer 

TCV Financial Corporation 

9030 Stony Point Parkway, Suite 300 

Richmond, Virginia 23235 

Dear Mr. Nunn: 

The Dodd-Frank Wall Street Reform and Consumer Protection Act transferred 

supervisory and regulatory authority over savings and loan holding companies 

("SLHCs") from the Office of Thrift Supervision to the Board. In light of its new 

authority, the Board proposed for public comment and subsequently adopted regulatory 

reporting requirements for SLHCs. 

[footnote]1

 76 Federal Register 53129 (August 25, 2011), 76 Federal Register 81933 (December 29, 

2011). [end of footnote 1.] 

To address concerns expressed by some 

commenters, the Board exempted a limited number of SLHCs from transitioning to the 

Board's regulatory reports 

[footnote]2

 The following reports were identified: FR Y-6, FR Y-7, FR Y-9C, FR Y-9LP, FR Y-9SP, 

FR Y-9ES, FR Y-9CS, FR Y-11, FR Y-11S, FR 2314, FR 2314S, FR Y-8, FR Y-12, FR Y-12A, 

FR Y-7Q, FR Y-7N, and FR Y-7NS. [end of footnote 2.] 

and provided a two-year phase-in period for all other SLHCs. 

The Board required all SLHCs that were not exempted to submit certain Board regulatory 

reports beginning with the March 31, 2012, reporting period. 

In connection with your submission dated October 24, 2011, the Director of the 

Division of Banking Supervision and Regulation, acting pursuant to authority delegated 

by the Board and after consulting with the General Counsel, has granted TCV Financial 

Corporation ("TCV"), Richmond, Virginia, a temporary exemption from submitting the 

Board's regulatory reports beginning with the March 31, 2012, reporting period. 

However, TCV should continue to submit to the Board the H-b(11), the FR 2320 

(formerly Schedule HC of the Thrift Financial Report), and the annual FR Y-6 (or 

FR Y-7, if applicable) until such time as TCV is deregistered as an SLHC. If TCV 

cannot complete the deregistration process by December 31, 2012, it must transition to 

the Board's regulatory reports by March 31, 2013. 
This action is based on the representations made to the Board in your 

correspondence. Any change in the facts presented could result in a different conclusion 

and should be reported immediately to Board staff. This action should not be construed 

as granting relief from any other conditions or commitments to which TCV may be 

subject. 

Sincerely yours, 

[signed] R

Deputy Secretary of the Board 

cc: Jennifer Burns, Senior Vice President 

Federal Reserve Bank of Richmond 
BOAR D O F GOVERNOR S 

OF THE 

FEDERAL RESERVE SYSTEM 

WASHINGTON, D.C. 2055 1 

ADDRES S OFFICIA L CORRESPONDENC E 

T O TH E BOAR D 

MAR 15 2012 

Mr. Robert L. Bogenschutz 

Executive Vice President and 

Chief Operating Officer 

Union Savings Bank 

8534 East Kemper Road 

Cincinnati, Ohio 45249 

Dear Mr. Bogenschutz: 

The Dodd-Frank Wall Street Reform and Consumer Protection Act transferred 

supervisory and regulatory authority over savings and loan holding companies 

("SLHCs") from the Office of Thrift Supervision to the Board. In light of its new 

authority, the Board proposed for public comment and subsequently adopted regulatory 

reporting requirements for SLHCs. 

[footnote]1

 76 Federal Register 53129 (August 25, 2011), 76 Federal Register 81933 (December 29, 

2011). [end footnote 1.] 

To address concerns expressed by some 

commenters, the Board exempted a limited number of SLHCs from transitioning to the 

Board's regulatory reports 

[footnote]2

 The following reports were identified: FR Y-6, FR Y-7, FR Y-9C, FR Y-9LP, FR Y-9SP, 

FR Y-9ES, FR Y-9CS, FR Y-11, FR Y-11S, FR 2314, FR 2314S, FR Y-8, FR Y-12, FR Y-12A, 

FR Y-7Q, FR Y-7N, and FR Y-7NS. [end of footnote 2.] 

and provided a two-year phase-in period for all other SLHCs. 

The Board required all SLHCs that were not exempted to submit certain Board regulatory 

reports beginning with the March 31, 2012, reporting period. 

In connection with your submission dated October 7, 2011, the Director of the 

Division of Banking Supervision and Regulation, acting pursuant to authority delegated 

by the Board and after consulting with the General Counsel, has granted U.S. Bancorp, 

Guardian Bancorp, Inc., and LSB Bancshares LLC (collectively, "Holdco companies"), 

all of Cincinnati, Ohio, temporary exemptions from submitting the Board's regulatory 

reports beginning with the March 31, 2012, reporting period. However, Holdco 

companies should continue to submit to the Board the H-b(11), the FR 2320 (formerly 

Schedule HC of the Thrift Financial Report), and the annual FR Y-6 (or FR Y-7, if 

applicable) until such time as Holdco companies are deregistered as SLHCs. If Holdco 

companies cannot complete the deregistration process by December 31, 2012, they must 

transition to the Board's regulatory reports by March 31, 2013. 
This action is based on the representations made to the Board in your 

correspondence. Any change in the facts presented could result in a different conclusion 

and should be reported immediately to Board staff. This action should not be construed 

as granting relief from any other conditions or commitments to which Holdco companies 

may be subject. 

Sincerely yours, 

Deputy Secretary of the Board 

cc: Stephen Jenkins, Senior Vice President 

Federal Reserve Bank of Cleveland 
BOAR D O F GOVERNOR S 

OF THE 

FEDERAL RESERVE SYSTEM 

WASHINGTON, D.C. 2055 1 

ADDRES S OFFICIA L CORRESPONDENC E 

T O TH E BOAR D 

MAR 1 5 2012 

Mr. David L. Roberts 

President 

National Advisors Holdings, Inc. 

10881 Lowell Avenue, Suite 100 

Overland Park, Kansas 66210 

Dear Mr. Roberts: 

The Dodd-Frank Wall Street Reform and Consumer Protection Act transferred 

supervisory and regulatory authority over savings and loan holding companies 

("SLHCs") from the Office of Thrift Supervision to the Board. In light of its new 

authority, the Board proposed for public comment and subsequently adopted regulatory 

reporting requirements for SLHCs. 

[footnote]1

 76 Federal Register 53129 (August 25, 2011), 76 Federal Register 81933 (December 29, 

2011).[end of footnote 1.] 

To address concerns expressed by some 

commenters, the Board exempted a limited number of SLHCs from transitioning to the 

Board's regulatory reports 

[footnote] 2

 The following reports were identified: FR Y-6, FR Y-7, FR Y-9C, FR Y-9LP, FR Y-9SP, 

FR Y-9ES, FR Y-9CS, FR Y-11, FR Y-11S, FR 2314, FR 2314S, FR Y-8, FR Y-12, FR Y-12A, 

FR Y-7Q, FR Y-7N, and FR Y-7NS. [end of footnote 2.] 

and provided a two-year phase-in period for all other SLHCs. 

The Board required all SLHCs that were not exempted to submit certain Board regulatory 

reports beginning with the March 31, 2012, reporting period. 

In connection with your submission dated August 26, 2011, the Director of the 

Division of Banking Supervision and Regulation, acting pursuant to authority delegated 

by the Board and after consulting with the General Counsel, has granted National 

Advisors Holdings, Inc. ("NAH"), Overland Park, Kansas, a temporary exemption from 

submitting the Board's regulatory reports beginning with the March 31, 2012, reporting 

period. However, NAH should continue to submit to the Board the H-b(11), the FR 2320 

(formerly Schedule HC of the Thrift Financial Report), and the annual FR Y-6 (or 

FR Y-7, if applicable) until such time as NAH is deregistered as an SLHC. If NAH 

cannot complete the deregistration process by December 31,2012, it must transition to 

the Board's regulatory reports by March 31, 2013. 
This action is based on the representations made to the Board in your 

correspondence. Any change in the facts presented could result in a different conclusion 

and should be reported immediately to Board staff. This action should not be construed 

as granting relief from any other conditions or commitments to which NAH may be 

subject. 

Sincerely yours, 

[signed] 

Deputy Secretary of the Board 

cc: Kevin Moore, Senior Vice President 

Federal Reserve Bank of Kansas City 
BOAR D O F GOVERNOR S 

OF THE 

FEDERAL RESERVE SYSTEM 

WASHINGTON, D.C. 2055 1 

ADDRES S OFFICIA L CORRESPONDENC E 

T O TH E BOAR D 

MAR 1 5 2012. 

Mr. Robert J. DalSanto 

President and 

Chief Executive Officer 

Fort Washington Savings Company 

400 Broadway Street 

Cincinnati, Ohio 45202 

Dear Mr. DalSanto: 

The Dodd-Frank Wall Street Reform and Consumer Protection Act transferred 

supervisory and regulatory authority over savings and loan holding companies 

("SLHCs") from the Office of Thrift Supervision to the Board. In light of its new 

authority, the Board proposed for public comment and subsequently adopted regulatory 

reporting requirements for SLHCs. 

[footnote]1

 76 Federal Register 53129 (August 25,2011), 76 Federal Register 81933 (December 29, 

2011). [end of footnote 1.] 

To address concerns expressed by some 

commenters, the Board exempted a limited number of SLHCs from transitioning to the 

Board's regulatory reports 

[footnote]2

 The following reports were identified: FR Y-6, FR Y-7, FR Y-9C, FR Y-9LP, FR Y-9SP, 

FR Y-9ES, FR Y-9CS, FR Y-11, FR Y-11S, FR 2314, FR 2314S, FR Y-8, FR Y-12, FR Y-12A, 

FR Y-7Q, FR Y-7N, and FR Y-7NS. [end of footnote 2.] 

and provided a two-year phase-in period for all other SLHCs. 

The Board required all SLHCs that were not exempted to submit certain Board regulatory 

reports beginning with the March 31, 2012, reporting period. 

In connection with your submission dated November 10, 2011, the Director of the 

Division of Banking Supervision and Regulation, acting pursuant to authority delegated 

by the Board and after consulting with the General Counsel, has granted The Western and 

Southern Life Insurance Company, Western & Southern Financial Group, Inc., and 

Western-Southern Mutual Holding Company (collectively, "W&S companies"), all of 

Cincinnati, Ohio, temporary exemptions from submitting the Board's regulatory reports 

beginning with the March 31, 2012, reporting period. However, W&S companies should 

continue to submit to the Board the H-b(11), the FR 2320 (formerly Schedule HC of the 

Thrift Financial Report), and the annual FR Y-6 (or FR Y-7, if applicable) until such time 

as W&S companies are deregistered as SLHCs. If W&S companies cannot complete the 

deregistration process by December 31, 2012, they must transition to the Board's 

regulatory reports by March 31, 2013. 
This action is based on the representations made to the Board in your 

correspondence. Any change in the facts presented could result in a different conclusion 

and should be reported immediately to Board staff. This action should not be construed 

as granting relief from any other conditions or commitments to which W&S companies 

may be subject. 

Sincerely yours, 

[signed] 

Deputy Secretary of the Board 

cc: Stephen Jenkins, Senior Vice President 

Federal Reserve Bank of Cleveland 
BOAR D O F GOVERNOR S 

OF THE 

FEDERAL RE5ERVE SYSTEM 

WASHINGTON, D.C. 2055 I 

ADDRES S OFFICIA L CORRESPONDENC E 

T O TH E BOAR D 

MAR 1 5 2012 

Raymond J. Manista, Esq. 

General Counsel and 

Secretary 

The Northwestern Mutual Life Insurance Company 

720 East Wisconsin Avenue 

Milwaukee, Wisconsin 53202 

Dear Mr. Manista: 

The Dodd-Frank Wall Street Reform and Consumer Protection Act transferred 

supervisory and regulatory authority over savings and loan holding companies 

("SLHCs") from the Office of Thrift Supervision to the Board. In light of its new 

authority, the Board proposed for public comment and subsequently adopted regulatory 

reporting requirements for SLHCs. 

[footnote]1

 76 Federal Register 53129 (August 25, 2011), 76 Federal Register 81933 (December 29, 

2011). [end of footnote 1.] 

To address concerns expressed by some 

commenters, the Board exempted a limited number of SLHCs from transitioning to the 

Board's regulatory reports 

[footnote]2

 The following reports were identified: FR Y-6, FR Y-7, FR Y-9C, FR Y-9LP, FR Y-9SP, 

FR Y-9ES, FR Y-9CS, FR Y-11, FR Y-11S, FR 2314, FR 2314S, FR Y-8, FR Y-12, FR Y-12A, 

FR Y-7Q, FR Y-7N, and FR Y-7NS. [end of footnote 2.] 

and provided a two-year phase-in period for all other SLHCs. 

The Board required all SLHCs that were not exempted to submit certain Board regulatory 

reports beginning with the March 31, 2012, reporting period. 

In connection with your submission dated June 22,2011, the Director of the 

Division of Banking Supervision and Regulation, acting pursuant to authority delegated 

by the Board and after consulting with the General Counsel, has granted The 

Northwestern Mutual Life Insurance Company ("Northwestern"), Milwaukee, Wisconsin, 

a temporary exemption from submitting the Board's regulatory reports beginning with 

the March 31, 2012, reporting period. However, Northwestern should continue to submit 

to the Board the H-b(11), the FR 2320 (formerly Schedule HC of the Thrift Financial 

Report), and the annual FR Y-6 (or FR Y-7, if applicable) until such time as 

Northwestern is deregistered as an SLHC. If Northwestern cannot complete the 

deregistration process by December 31, 2012, it must transition to the Board's regulatory 

reports by March 31, 2013. 
This action is based on the representations made to the Board in your 

correspondence. Any change in the facts presented could result in a different conclusion 

and should be reported immediately to Board staff. This action should not be construed 

as granting relief from any other conditions or commitments to which Northwestern may 

be subject. 

Sincerely yours, 

[signed] R

Deputy Secretary of the Board 

cc: Cathy Lemieux, Executive Vice President 

Federal Reserve Bank of Chicago 
BOAR D OF GOVERNOR S 

OF THE 

FEDERAL RESERVE SYSTEM 

WASHINGTON, D.C. 2055 1 

ADDRES S OFFICIA L CORRESPONDENC E 

T O TH E BOAR D 

MAR 15 20121 

William E. Stern, Esq. 

Goodwin Proctor, LLP 

620 Eighth Avenue 

New York, New York 10018 

Dear Mr. Stern: 

The Dodd-Frank Wall Street Reform and Consumer Protection Act transferred 

supervisory and regulatory authority over savings and loan holding companies 

("SLHCs") from the Office of Thrift Supervision to the Board. In light of its new 

authority, the Board proposed for public comment and subsequently adopted regulatory 

reporting requirements for SLHCs. 

[footnote] 1

 76 Federal Register 53129 (August 25, 2011), 76 Federal Register 81933 (December 29, 

2011). [end of footnote 1.] 

To address concerns expressed by some 

commenters, the Board exempted a limited number of SLHCs from transitioning to the 

Board's regulatory reports 

[footnote] 2

 The following reports were identified: FR Y-6, FR Y-7, FR Y-9C, FR Y-9LP, FR Y-9SP, 

FR Y-9ES, FR Y-9CS, FR Y-11, FR Y-11S, FR 2314, FR 2314S, FR Y-8, FR Y-12, FR Y-l2A, 

FR Y-7Q, FR Y-7N, and FR Y-7NS. [end of footnote 2.] 

and provided a two-year phase-in period for all other SLHCs. 

The Board required all SLHCs that were not exempted to submit certain Board regulatory 

reports beginning with the March 31, 2012, reporting period. 

In connection with your submission dated December 1, 2011, the Director of the 

Division of Banking Supervision and Regulation, acting pursuant to authority delegated 

by the Board and after consulting with the General Counsel, has granted Massachusetts 

Mutual Life Insurance Company ("MMLIC"), Springfield, Massachusetts, a temporary 

exemption from submitting the Board's regulatory reports beginning with the 

March 31, 2012, reporting period. However, MMLIC should continue to submit to the 

Board the H-b(11), the FR 2320 (formerly Schedule HC of the Thrift Financial Report), 

and the annual FR Y-6 (or FR Y-7, if applicable) until such time as MMLIC is 

deregistered as an SLHC. If MMLIC cannot complete the deregistration process by 

December 31, 2012, it must transition to the Board's regulatory reports by 

March 31, 2013. 
This action is based on the representations made to the Board in your 

correspondence. Any change in the facts presented could result in a different conclusion 

and should be reported immediately to Board staff. This action should not be construed 

as granting relief from any other conditions or commitments to which MMLIC may be 

subject. 

Sincerely yours, 

[signed] 

Deputy Secretary of the Board 

cc: Jim Nolan, Senior Vice President 

Federal Reserve Bank of Boston 
BOAR D O F GOVERNOR S 

OF THE 

FEDERAL RE5ERV E SYSTEM 

WASHINGTON, D.C. 2055 1 

ADDRESS OFFICIAL CORRESPONDENCE 

TO THE BOARD 

MAR 15 2012 

Mr. Carlos R. Mello 

President and 

Chief Executive Officer 

Prudential Bank & Trust, FSB 

280 Trumbull Street 

Hartford, Connecticut 06103 

Dear Mr. Mello: 

The Dodd-Frank Wall Street Reform and Consumer Protection Act transferred 

supervisory and regulatory authority over savings and loan holding companies 

("SLHCs") from the Office of Thrift Supervision to the Board. In light of its new 

authority, the Board proposed for public comment and subsequently adopted regulatory 

reporting requirements for SLHCs. 

[footnote] 1

 76 Federal Register 53129 (August 25, 2011), 76 Federal Register 81933 (December 29, 

2011). [end of footnote 1.] 

To address concerns expressed by some 

commenters, the Board exempted a limited number of SLHCs from transitioning to the 

Board's regulatory reports 

[footnote] 2

 The following reports were identified: FR Y-6, FR Y-7, FR Y-9C, FR Y-9LP, FR Y-9SP, 

FR Y-9ES, FR Y-9CS, FR Y-11, FR Y-11S, FR2314, FR 2314S, FR Y-8, FR Y-12, FR Y-12A, 

FR Y-7Q, FR Y-7N, and FR Y-7NS. [end of footnote 2.] 

and provided a two-year phase-in period for all other SLHCs. 

The Board required all SLHCs that were not exempted to submit certain Board regulatory 

reports beginning with the March 31,2012, reporting period. 

In connection with your submission dated January 11, 2012, the Director of the 

Division of Banking Supervision and Regulation, acting pursuant to authority delegated 

by the Board and after consulting with the General Counsel, has granted Prudential 

Financial Inc. and Prudential IBH Holdco, Inc. (collectively, "Prudential companies"), 

both of Newark, New Jersey, temporary exemptions from submitting the Board's 

regulatory reports beginning with the March 31, 2012, reporting period. However, 

Prudential companies should continue to submit to the Board the H-b(11), the FR 2320 

(formerly Schedule HC of the Thrift Financial Report), and the annual FR Y-6 (or 

FR Y-7, if applicable) until such time as Prudential companies are deregistered as 

SLHCs. If Prudential companies cannot complete the deregistration process by 

December 31, 2012, they must transition to the Board's regulatory reports by 

March 31, 2013. 
This action is based on the representations made to the Board in your 

correspondence. Any change in the facts presented could result in a different conclusion 

and should be reported immediately to Board staff. This action should not be construed 

as granting relief from any other conditions or commitments to which Prudential 

companies may be subject. 

Sincerely yours, 

[signed] R

Deputy Secretary of the Board 

cc: Jim Nolan, Senior Vice President 

Federal Reserve Bank of Boston 
BOAR D O F GOVERNOR S 

OF THE 

FEDERAL RESERVE SYSTEM 

WASHINGTON, D. C. 2055 1 

ADDRES S OFFICIA L CORRESPONDENC E 

T O TH E BOAR D 

MAR 1 5 2012 

Ms. Marcia E. Williams 

President 

Independence Holding Corporation 

P.O. Box 682188 

Franklin, Tennessee 37068 

Dear Ms. Williams: 

The Dodd-Frank Wall Street Reform and Consumer Protection Act transferred 

supervisory and regulatory authority over savings and loan holding companies 

("SLHCs") from the Office of Thrift Supervision to the Board. In light of its new 

authority, the Board proposed for public comment and subsequently adopted regulatory 

reporting requirements for SLHCs. 

[footnote] 1

 76 Federal Register 53129 (August 25, 2011), 76 Federal Register 81933 (December 29, 

2011). [end of footnote 1.] 

To address concerns expressed by some 

commenters, the Board exempted a limited number of SLHCs from transitioning to the 

Board's regulatory reports 

[footnote] 2

 The following reports were identified: FR Y-6, FR Y-7, FR Y-9C, FR Y-9LP, FR Y-9SP, 

FR Y-9ES, FR Y-9CS, FR Y-11, FR Y-11S, FR 2314, FR 2314S, FR Y-8, FR Y-12, FR Y-12A, 

FR Y-7Q, FR Y-7N, and FR Y-7NS. [end of footnote 2.] 

and provided a two-year phase-in period for all other SLHCs. 

The Board required all SLHCs that were not exempted to submit certain Board regulatory 

reports beginning with the March 31, 2012, reporting period. 

In connection with your submission dated August 16, 2011, the Director of the 

Division of Banking Supervision and Regulation, acting pursuant to authority delegated 

by the Board and after consulting with the General Counsel, has granted Independence 

Holding Corporation ("Independence"), Franklin, Tennessee, a temporary exemption 

from submitting the Board's regulatory reports beginning with the March 31, 2012, 

reporting period. However, Independence should continue to submit to the Board the 

H-b(11), the FR 2320 (formerly Schedule HC of the Thrift Financial Report), and the 

annual FR Y-6 (or FR Y-7, if applicable) until such time as Independence is deregistered 

as an SLHC. If Independence cannot complete the deregistration process by 

December 31, 2012, it must transition to the Board's regulatory reports by 

March 31, 2013. 
This action is based on the representations made to the Board in your 

correspondence. Any change in the facts presented could result in a different conclusion 

and should be reported immediately to Board staff. This action should not be construed 

as granting relief from any other conditions or commitments to which Independence may 

be subject. 

Sincerely yours, 

[signed] 

Deputy Secretary of the Board 

cc: Michael Johnson, Senior Vice President 

Federal Reserve Bank of Atlanta 
BOAR D O F GOVERNOR S 

OF THE 

FEDERAL RE5ERVE SYSTEM 

WASHINGTON, D. C. 2055 I 

ADDRES S OFFICIA L CORRESPONDENC E 

T O TH E BOAR D 

MAR 1 5 2012 

Mr. Brad Hewitt 

President and 

Chief Executive Officer 

Thrivent Financial Holdings, Inc. 

625 Fourth Avenue South 

Minneapolis, Minnesota 55415 

Dear Mr. Hewitt: 

The Dodd-Frank Wall Street Reform and Consumer Protection Act transferred 

supervisory and regulatory authority over savings and loan holding companies 

("SLHCs") from the Office of Thrift Supervision to the Board. In light of its new 

authority, the Board proposed for public comment and subsequently adopted regulatory 

reporting requirements for SLHCs. 

[footnote] 1

 76 Federal Register 53129 (August 25, 2011), 76 Federal Register 81933 (December 29, 

2011). [end of footnote 1.] 

To address concerns expressed by some 

commenters, the Board exempted a limited number of SLHCs from transitioning to the 

Board's regulatory reports 

[footnote] 2

 The following reports were identified: FR Y-6, FR Y-7, FR Y-9C, FR Y-9LP, FR Y-9SP, 

FR Y-9ES, FR Y-9CS, FR Y-11, FR Y-11S, FR 2314, FR 2314S, FR Y-8, FR Y-12, FR Y-12A, 

FR Y-7Q, FR Y-7N, and FR Y-7NS. [end of footnote 2.] 

and provided a two-year phase-in period for all other SLHCs. 

The Board required all SLHCs that were not exempted to submit certain Board regulatory 

reports beginning with the March 31, 2012, reporting period. 

In connection with your submission dated February 15, 2012, the Director of the 

Division of Banking Supervision and Regulation, acting pursuant to authority delegated 

by the Board and after consulting with the General Counsel, has granted Thrivent 

Financial Holdings, Inc. ("Thrivent"), Minneapolis, Minnesota, a temporary exemption 

from submitting the Board's regulatory reports beginning with the March 31, 2012, 

reporting period. However, Thrivent should continue to submit to the Board the H-b(11), 

the FR 2320 (formerly Schedule HC of the Thrift Financial Report), and the annual 

FR Y-6 (or FR Y-7, if applicable) until such time as Thrivent is deregistered as an SLHC. 

If Thrivent cannot complete the deregistration process by December 31,2012, it must 

transition to the Board's regulatory reports by March 31, 2013. 
This action is based on the representations made to the Board in your 

correspondence. Any change in the facts presented could result in a different conclusion 

and should be reported immediately to Board staff. This action should not be construed 

as granting relief from any other conditions or commitments to which Thrivent may be 

subject. 

Sincerely yours, 

[signed] 

Deputy Secretary of the Board 

cc: Ron J. Feldman, Senior Vice President 

Federal Reserve Bank of Minneapolis 
BOAR D O F GOVERNOR S 

OF THE 

FEDERAL RESERVE SYSTEM 

WASHINGTON, D.C. 2055 1 

ADDRES S OFFICIA L CORRESPONDENC E 

T O TH E BOAR D 

MAR 1 5 2012 

Mary J. McGinn, Esq. 

Senior Vice President, Secretary, 

and Deputy General Counsel 

Allstate Insurance Company 

2775 Sanders Road, Suite E3 

Northbrook, Illinois 60062 

Dear Ms. McGinn: 

The Dodd-Frank Wall Street Reform and Consumer Protection Act transferred 

supervisory and regulatory authority over savings and loan holding companies 

("SLHCs") from the Office of Thrift Supervision to the Board. In light of its new 

authority, the Board proposed for public comment and subsequently adopted regulatory 

reporting requirements for SLHCs. 

[footnote] 1

 76 Federal Register 53129 (August 25, 2011), 76 Federal Register 81933 (December 29, 

2011). [end of footnote 1.] 

To address concerns expressed by some 

commenters, the Board exempted a limited number of SLHCs from transitioning to the 

Board's regulatory reports 

[footnote] 2

 The following reports were identified: FR Y-6, FR Y-7, FR Y-9C, FR Y-9LP, FR Y-9SP, 

FR Y-9ES, FR Y-9CS, FR Y-11, FR Y-11S, FR 2314, FR 2314S, FR Y-8, FR Y-12, FR Y-12A, 

FR Y-7Q, FR Y-7N, and FR Y-7NS. [end of footnote 2.] 

and provided a two-year phase-in period for all other SLHCs. 

The Board required all SLHCs that were not exempted to submit certain Board regulatory 

reports beginning with the March 31, 2012, reporting period. 

In connection with your submission dated September 30, 2011, the Director of the 

Division of Banking Supervision and Regulation, acting pursuant to authority delegated 

by the Board and after consulting with the General Counsel, has granted The Allstate 

Corporation ("Allstate"), Northbrook, Illinois, a temporary exemption from submitting 

the Board's regulatory reports beginning with the March 31, 2012, reporting period. 

However, Allstate should continue to submit to the Board the H-b(11), the FR 2320 

(formerly Schedule HC of the Thrift Financial Report), and the annual FR Y-6 (or 

FR Y-7, if applicable) until such time as Allstate is deregistered as an SLHC. If Allstate 

cannot complete the deregistration process by December 31, 2012, it must transition to 

the Board's regulatory reports by March 31, 2013. 
This action is based on the representations made to the Board in your 

correspondence. Any change in the facts presented could result in a different conclusion 

and should be reported immediately to Board staff. This action should not be construed 

as granting relief from any other conditions or commitments to which Allstate may be 

subject. 

Sincerely yours, 

Deputy Secretary of the Board 

cc: Cathy Lemieux, Executive Vice President 

Federal Reserve Bank of Chicago 
BOAR D OF GOVERNOR S 

OF THE 

FEDERAL RESERVE SYSTEM 

WASHINGTON, D.C. 5055 1 

ADDRES S OFFICIA L CORRESPONDENC E 

T O TH E BOAR D 

MAR 1 5 2012 

Mr. Michael H. Devlin 

Managing Director 

Curragh Capital Partners II, LP 

730 Fifth Avenue, Suite 2102 

New York, New York 10019 

Dear Mr. Devlin: 

The Dodd-Frank Wall Street Reform and Consumer Protection Act transferred 

supervisory and regulatory authority over savings and loan holding companies 

("SLHCs") from the Office of Thrift Supervision to the Board. In light of its new 

authority, the Board proposed for public comment and subsequently adopted regulatory 

reporting requirements for SLHCs. 

[footnote] 1

 16 Federal Register 53129 (August 25, 2011), 16 Federal Register 81933 (December 29, 

2011). [end of footnote 1.] 

To address concerns expressed by some 

commenters, the Board exempted a limited number of SLHCs from transitioning to the 

Board's regulatory reports 

[footnote] 2

 The following reports were identified: FR Y-6, FR Y-7, FR Y-9C, FR Y-9LP, FR Y-9SP, 

FR Y-9ES, FR Y-9CS, FR Y-11, FR Y-11S, FR 2314, FR 2314S, FR Y-8, FR Y-l2, FR Y-12A, 

FR Y-7Q, FR Y-7N, and FR Y-7NS. [end of footnote 2.] 

and provided a two-year phase-in period for all other SLHCs. 

The Board required all SLHCs that were not exempted to submit certain Board regulatory 

reports beginning with the March 31, 2012, reporting period. 

In connection with your submission dated October 14, 2011, the Director of the 

Division of Banking Supervision and Regulation, acting pursuant to authority delegated 

by the Board and after consulting with the General Counsel, has granted Curragh Capital 

Partners II, LP ("Curragh"), New York, New York, a temporary exemption from 

submitting the Board's regulatory reports beginning with the March 31, 2012, reporting 

period. However, Curragh should continue to submit to the Board the H-b(11), the 

FR 2320 (formerly Schedule HC of the Thrift Financial Report), and the annual FR Y-6 

(or FR Y-7, if applicable) until such time as Curragh is deregistered as an SLHC. If 

Curragh cannot complete the deregistration process by December 31, 2012, it must 

transition to the Board's regulatory reports by March 31, 2013. 
This action is based on the representations made to the Board in your 

correspondence. Any change in the facts presented could result in a different conclusion 

and should be reported immediately to Board staff. This action should not be construed 

as granting relief from any other conditions or commitments to which Curragh may be 

subject. 

Sincerely yours, 

Deputy Secretary of the Board 

cc: Jim Nolan, Senior Vice President 

Federal Reserve Bank of Boston 
BOAR D O F GOVERNOR S 

OF THE 

FEDERAL RESERVE SYSTEM 

WASHINGTON, D.C. 2055 1 

ADDRES S OFFICIA L CORRESPONDENC E 

T O TH E BOAR D 

MAR 1 5 2012 

Mr. Robert M. Devlin 

Robert M. Devlin Investment Trust 

17 East 89th Street 

New York, New York 10128 

Dear Mr. Devlin: 

The Dodd-Frank Wall Street Reform and Consumer Protection Act transferred 

supervisory and regulatory authority over savings and loan holding companies 

("SLHCs") from the Office of Thrift Supervision to the Board. In light of its new 

authority, the Board proposed for public comment and subsequently adopted regulatory 

reporting requirements for SLHCs. 

[footnote] 1

 76 Federal Register 53129 (August 25,2011), 76 Federal Register 81933 (December 29, 

2011). [end of footnote 1.] 

To address concerns expressed by some 

commenters, the Board exempted a limited number of SLHCs from transitioning to the 

Board's regulatory reports 

[footnote] 2

 The following reports were identified: FR Y-6, FR Y-7, FR Y-9C, FR Y-9LP, FR Y-9SP, 

FR Y-9ES, FR Y-9CS, FR Y-11, FR Y-11S, FR 2314, FR 2314S, FR Y-8, FR Y-12, FR Y-12A, 

FR Y-7Q, FR Y-7N, and FR Y-7NS. [end of footnote 2.] 

and provided a two-year phase-in period for all other SLHCs. 

The Board required all SLHCs that were not exempted to submit certain Board regulatory 

reports beginning with the March 31, 2012, reporting period. 

In connection with your submission dated September 8, 2011, the Director of the 

Division of Banking Supervision and Regulation, acting pursuant to authority delegated 

by the Board and after consulting with the General Counsel, has granted the Robert M. 

Devlin Investment Trust ("Devlin Trust"), New York, New York, a temporary exemption 

from submitting the Board's regulatory reports beginning with the March 31, 2012, 

reporting period. However, Devlin Trust should continue to submit to the Board the 

H-b(11), the FR 2320 (formerly Schedule HC of the Thrift Financial Report), and the 

annual FR Y-6 (or FR Y-7, if applicable) until such time as Devlin Trust is deregistered 

as an SLHC. If Devlin Trust cannot complete the deregistration process by 

December 31, 2012, it must transition to the Board's regulatory reports by 

March 31, 2013. 
This action is based on the representations made to the Board in your 

correspondence. Any change in the facts presented could result in a different conclusion 

and should be reported immediately to Board staff. This action should not be construed 

as granting relief from any other conditions or commitments to which Devlin Trust may 

be subject. 

Sincerely yours, 

[signed] Ro

Deputy Secretary of the Board 

cc: Sarah J. Dahlgren, Executive Vice President 

Federal Reserve Bank of New York