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 

M ay 4 , 2012 

C. Andrew Gerlach, Esq. 

Sullivan & Cromwell LLP 

125 Broad Street 

New York, New York 10004 

Dear Mr. Gerlach: 

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 regulatory 

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

In response to your request dated March 19, 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 Saddle River Valley Bancorp, 

Saddle River, New Jersey, and its parent SLHCs 

[footnote] 3

 The parent SLHCs of Saddle River Bancorp are JCF III AIV SRV GP LLC, JCF III AIV SRV 

GP LP, JCF III AIV SRV LP, JCF III HoldCo SRV LP, SRV Holdings LLC, JCF III AIV SRV 

SLP LP, and JCF III AIV SRV SLP LLC, which are investment vehicles managed by 

J.C. Flowers & Co., LLC, all of New York, New York. [end of footnote 3.] 

(collectively, "Holding Companies") 

temporary exemptions from submitting the Board's regulatory reports beginning with the 

March 31, 2012, reporting period. However, Holding 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 
Holding Companies are deregistered as SLHCs. If Holding 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 Holding 

Companies may be subject. 

Sincerely yours, 

Deputy Secretary of the Board 

cc: William W. Lang, Senior Vice President & Lending Officer 

Federal Reserve Bank of Philadelphia 
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 

May 4 , 2012 

Ms. Valerie C. Toalson 

Chief Financial Officer and 

Executive Vice President 

BankAtlantic Bancorp, Inc. 

2100 West Cypress Creek Road 

Fort Lauderdale, Florida 33309 

Dear Ms. Toalson: 

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 regulatory 

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

In view of the notice submitted by BB&T Corporation, Winston-Salem, North 

Carolina, to acquire all of the voting shares of BankAtlantic Bancorp, Inc. 

("BankAtlantic"), Fort Lauderdale, Florida, 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 BankAtlantic a temporary exemption 

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

reporting period. However, BankAtlantic 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 BankAtlantic is deregistered 

as an SLHC. If BankAtlantic 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 BankAtlantic may 

be subject. 

Sincerely yours, 

[signed:] Robert deV. Frierson 

Deputy Secretary of the Board 

cc: Michael Johnson, Senior Vice President 

Federal Reserve Bank of Atlanta 
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 

M ay 4, 2012 

Christina M. Gattuso, Esq. 

Kilpatrick Townsend & Stockton LLP 

607 14th Street, N.W. 

Suite 900 

Washington, DC 20005 

Dear Ms. Gattuso: 

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 regulatory 

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

In response to your request dated April 2, 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 W. R. Berkley Corporation 

("WR Berkley"), Greenwich, Connecticut, a temporary exemption from submitting the 

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

However, WR Berkley 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 WR Berkley is deregistered as an SLHC. If 

WR Berkley 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 WR Berkley may 

be subject. 

Sincerely yours, 

[signed:] Ro

Deputy Secretary of the Board 

cc: Jim Nolan, Senior Vice President 

Federal Reserve Bank of Boston