-4-

Attachment A

Commitment by Mizuho Financial Group, Inc.
to the Board of Governors of the Federal Reserve System

In connection with the request, dated April 14, 2015, to the Board of Governors of the
Federal Reserve System (the “Board”) for the Board’s approval for an exemption for
Mizuho Financial Group, Inc. (“Mizuho”), Tokyo, Japan, from the requirement to
maintain its U.S. risk committee as a committee of its global board of directors for
purposes of compliance with Regulation YY, Mizuho makes the following commitment
to the Board:

1. Mizuho will not make any amendments or other alterations to the U.S.
risk committee charter that would materially change or limit the U.S. risk
committee’s oversight responsibilities for Mizuho’s combined U.S.
operations.

Mizuho agrees that the foregoing commitment is deemed to be a condition imposed in
writing by the Board in connection with its findings and decisions on Mizuho’s request,
and as such, may be enforced in proceedings under applicable law.


BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
WASHINGTON, DC 20551

FEB 18 2016

Mr. Frank Carellini IIT

Deputy General Manager

Americas Legal and Compliance Division
Mizuho Bank, Ltd. / Mizuho Bank (USA)
1251 Avenue of the Americas

New York, New York 10020

Dear Mr. Carellini:

This letter is in response to your request, dated April 14, 2015, that the
Board grant an exemption for Mizuho Financial Group, Inc. (“Mizuho”), Tokyo, Japan,
from the requirement to maintain its U.S. risk committee as a committee of its global
board of directors, for purposes of compliance with Regulation YY.

Regulation YY requires a foreign banking organization with combined U.S.
assets greater than $50 billion, but total U.S. non-branch assets of less than $50 billion, to
maintain a U.S. risk committee at its global board of directors.! However, a foreign
banking organization with U.S. non-branch assets of $50 billion or more (therefore,
subject to the requirement to establish an intermediate holding company (“IHC”)) and a
branch or agency has the option of maintaining the banking organization’s U.S. risk
committee at its global board of directors or at its IHC board of directors.? Although
Mizuho has combined U.S. assets of more than $50 billion, it has total U.S. non-branch
assets of approximately A 2s of September 30, 2015, and, therefore, it will not
have to establish an IHC. Accordingly, Mizuho must maintain its U.S. risk committee at
its global board of directors.

1 12 CER 252.155(a)(3)(ii)(A).

2 12 CFR 252.155(a)(3)Gi). A foreign banking organization that is required to maintain
its U.S risk committee at its global board of directors may maintain its U.S. risk
committee on either a standalone basis or as a joint committee with its enterprise-wide
risk committee.

www.federalreserve.gov


-2-

Mizuho intends to expand its U.S. business and expects to
exceed$50 billion in total U.S. non-branch assets ae and Mizuho would be

required to comply with the IHC requirement approximately two years after exceeding
this threshold.? In order to pre-position the U.S. risk committee and prepare for eventual
THC formation, Mizuho requests that it be permitted to locate its U.S risk committee at a
to-be-formed bank holding company that will hold substantially all of Mizuho’s U.S.
non-branch assets, rather than at its global board of directors, as required by

Regulation YY. Mizuho argues that locating the U.S. risk committee at the bank holding
company would facilitate centralized risk management of the combined U.S. operations.
The bank holding company would establish capabilities for stress testing, data
governance, and U.S. group-wide risk management and governance. In addition, Mizuho
would comply with the U.S. chief risk officer requirement under Regulation YY by
appointing the chief risk officer of the bank holding company as its U.S. chief risk
officer.4 Without the exemption, Mizuho argues that, after it is required to establish an
IHC, it would then relocate its U.S. risk committee from the global board of directors to
the IHC board of directors and would be required to reconstitute the committee and
reconstruct its reporting lines.

After consideration of all relevant facts, including Mizuho’s activities,
scope of operations, structure, and similar considerations, the Board has granted
Mizuho’s request for an exemption from the requirement to maintain its U.S. risk
committee as a committee of its global board of directors.

Granting Mizuho’s request to place its U.S. risk committee at the bank
holding company in anticipation of being subject to the IHC requirement would allow
Mizuho to develop and maintain a U.S. risk-management structure while it expands its
U.S. operations, which would facilitate an orderly transition to the IHC requirement and
overall compliance with Regulation YY. Further, Mizuho’s U.S. risk-committee charter
would allow the U.S. risk committee to have appropriate authority over Mizuho’s
combined U.S. operations. In order to maintain the U.S. risk committee’s character and
authority, Mizuho has entered into the commitment set forth in Attachment A.°

For the reasons stated above, the Board has granted Mizuho’s request for an
exemption from Regulation YY’s requirement to maintain its U.S. risk committee as a

3 12 CFR 252.152(a)(2). A foreign banking organization must comply with the IHC
requirement beginning on the first day of the ninth quarter following the date on which its
U.S. non-branch assets equal or exceed $50 billion.

4 12 CFR 252.155(b).

5 Mizuho has committed that it will not make any amendments or other alterations to the
USS. risk committee charter that would materially change or limit the U.S. risk
committee’s oversight responsibilities for Mizuho’s combined U.S. operations.


-3-

committee of its global board of directors. This action is based on all the facts of record
and on all the representations and commitments made by Mizuho in the submissions to
the Board in connection with the request, including the commitment set forth in
Attachment A. These representations and commitments constitute conditions imposed in
writing in connection with the findings and decisions herein and, as such, may be
enforced in proceedings under applicable law. Any material change in those facts or
representations could affect this approval and should be communicated promptly to
Board staff.

Very truly yours,
Wighed, ier jos es WMGGIUSKOY Shanks

Margaret McCloskey Shanks mr
Deputy Secretary of the Board

ce: Ms. Migdalia Garcia
Federal Reserve Bank of New York