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

November 25, 2013

Ryan Zacharia

Chief Operating Officer

Jacobs Asset Management, LLC
11 East 26th Street, Suite 1900
New York, New York 10010

Dear Mr. Zacharia:

This letter responds to your request of May 30, 2013, on
behalf of JAM Consolidation Fund, LP; JAM Managers, LLC; and Jacobs Asset
Management, LLC (collectively, “JAM”), all of New York, New York, for relief
from passivity commitments that JAM made to the Board in connection with
JAM’s purchase of an aggregate principal amount of $3.0 million of 7.7 percent
senior subordinated securities due 2039 (the class collectively, “Boscobel CPP
shares”) that were issued by Boscobel Bancorp, Inc. (“Boscobel”), Boscobel,
Wisconsin, to the Department of the Treasury (“Treasury”) as part of the Troubled
Asset Relief Program’s Capital Purchase Program (“CPP”). JAM’s purchase
amounted to 54 percent of the outstanding Boscobel CPP shares and 15.6 percent
of Boscobel’s total equity. The requested relief would completely relieve JAM
from commitments that the Board relied on in determining that JAM would not be
able to exercise a controlling influence over Boscobel for purposes of the Bank
Holding Company Act (“BHC Act”).!

In 2009, as part of its effort to support the banking system and
promote new lending, Treasury invested $5.6 million in Boscobel by purchasing
the Boscobel CPP shares. In 2013, as part of its efforts to wind down and recover
its investments under the CPP, Treasury sold the CPP shares of a number of
banking organizations through an auction process. On March 11, 2013, JAM

' 12 U.S.C. § 1842. See 12 CFR 225.15.

www.federalreserve.gov


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acquired its Boscobel CPP shares from Treasury through this process, and in that
connection, provided the commitments to the Board.

On April 25, 2013, JAM consummated a transaction to sell all of its
Boscobel CPP shares back to Boscobel. Since JAM no longer has any ownership
of voting securities of Boscobel, JAM is presumed not to control Boscobel. In
addition, JAM does not have the right to appoint a director to the board of directors
of Boscobel or have representation on the board. Further, there are no existing or
contemplated business relationships between the two firms. JAM has also
provided written representation that it will not exercise or attempt to exercise a
controlling influence over the management or policies of Boscobel.

Based on all the facts of record, the Director of the Division of
Banking Supervision and Regulation, acting pursuant to authority delegated by
the Board under section 265.7(a)(2) of the Board’s Rules Regarding Delegation of
Authority (12 CFR 265.7(a)(2)), and after consulting with the General Counsel,
has approved JAM’s request for relief from the passivity commitments provided in
connection with the investment in Boscobel. This action is based on the
representations and commitments set forth in all of your communications and in
correspondence related to your request, including the representations discussed
above. Any change in the facts presented could result in a different conclusion and
should be reported to Board staff immediately. This determination should not be
construed as granting relief from any other conditions or commitments to which
JAM may be subject.

Very truly yours,

Margaret McCloskey Shanks
Deputy Secretary of the Board

cc: Adam M. Drimer, Assistant Vice President
Federal Reserve Bank of Richmond