Increase in Permanent Capital Notice

Office of the Comptroller of the Currency

OMB no. 1557-0014

Expiration date: See www.occ.gov

Increase in Permanent Capital Notice

General Information and Instructions

Preparation and Use

This notice informs the Office of the Comptroller of the Currency (OCC) of an increase in permanent capital under 12 CFR 5.45 (federal savings associations) and 12 CFR 5.46 (national banks) (collectively, a bank or applicant). Federal savings associations are required to file a notice after an increase in permanent capital. National banks are required to file a notice after an increase in permanent capital and obtain OCC certification. All questions must be answered with complete and accurate information that is subject to verification. If the answer is “none,” “not applicable,” or “unknown,” so state. Answers of “unknown” should be explained.

The questions in the notice are not intended to limit the applicant’s presentation nor are the questions intended to duplicate information supplied on another form or in an exhibit. For such information, a cross-reference to the information is acceptable. Any cross-reference must be made to a specific citation or location in the documents, so the information can be found easily. Supporting information for all relevant factors, setting forth the basis for the applicant’s conclusions, should accompany the notice. The regulatory agency may request additional information.

This notice form collects information that the OCC will need to evaluate an increase in permanent capital notice. The OCC must consider the applicable statutory requirements set forth above, as well as applicable regulatory requirements, when acting on this notice. For additional information regarding these statutory and regulatory requirements, as well as processing procedures and guidelines and any supplemental information that may be required, refer to the OCC’s procedural guidelines in the Comptroller’s Licensing Manual. The applicant may contact the OCC directly for specific instruction or visit the OCC’s Web site at www.occ.gov.

Submission

In addition to an original notice, the OCC would like to have an electronic copy of the notice. Submission of an electronic copy is voluntary. It will be used only for internal review and processing, and those portions granted confidential treatment will not be released to the public. For e-mail submissions, contact the OCC for instructions and information about secure transmission of confidential material.

Confidentiality

Any applicant desiring confidential treatment of specific portions of the notice must submit a request in writing with the notice. The request must discuss the justification for the requested treatment. The applicant’s reasons for requesting confidentiality should specifically demonstrate the harm (for example, loss of competitive position, invasion of privacy) that would result from public release of information (5 USC 552 or relevant state law). Information for which confidential treatment is requested should be (1) specifically identified in the public portion of the notice (by reference to the confidential section); (2) separately bound; and (3) labeled “Confidential.” The applicant should follow the same procedure when requesting confidential treatment for the subsequent filing of supplemental information to the notice. Contact the OCC for any further questions regarding requests for confidential treatment.

Increase in Permanent Capital Notice

Applicant

___________________________________________________________________________

Name Charter Number

___________________________________________________________________________

Street Address

___________________________________________________________________________

City County State Zip Code

Parent Company Identifying Information (if applicable)

___________________________________________________________________________

Name

___________________________________________________________________________

Street Address

___________________________________________________________________________

City State Zip Code

Contact Person

___________________________________________________________________________

Name Title

___________________________________________________________________________

Employer

___________________________________________________________________________

Street Address

___________________________________________________________________________

City State Zip Code

___________________________________________________________________________

Phone No. Email

Overview: Please select the type of transaction and answer the applicable questions below.

Cash increase to capital

Sale of common or preferred stock for cash

Nonmaterial noncash increase to capital

Sale of common or preferred stock for consideration other than cash

Capital increase resulting from a material noncash contribution to capital surplus

Other

1. Total cash contribution, if applicable.

2. If nonmaterial noncash transaction, provide the following:

1. The number, type, and par value of shares issued in exchange for the asset or the conversion of preferred stock.¹

2. Describe asset contributed in exchange for capital stock.

3. Provide the following information for all transactions:

1. Description of the transaction.

2. Change in capital before and after the transaction:

Preferred Stock _____________ ______________

Common Stock _____________ ______________

Capital Surplus _____________ ______________

3. The effective date of the increase.

4. A certification that the funds have been paid in, if applicable.

5. A certified copy of the amendment to the Articles of Association or charter, if required.

6. A statement that the bank complied with all laws, regulations, and conditions imposed by the OCC.

7. If applicable, a statement that the necessary shareholder approval has been obtained for a change in the bank’s capital.

NOTE: Discuss and confirm any change in the bank’s capital category and the legal lending limit with your supervisory office.

OCC CERTIFICATION

I certify that the bank’s board of directors, shareholders, or a designated official has authorized the filing of this notice. I certify that the information contained in this notice has been examined carefully and is true, correct, complete and current as of the date of this submission.

I acknowledge that any misrepresentation or omission of a material fact with respect to this notice, any attachments to it, and any other documents or information provided in connection with this notice may be grounds for the OCC to require cessation of the proposed activity, and may subject the undersigned to legal sanctions, including the criminal sanctions provided for in Title 18 of the United States Code.

I acknowledge that the activities and communications by OCC employees in connection with the filing do not constitute a contract, express or implied, or any other obligation binding upon the OCC, the United States, any agency or entity of the United States, or any officer or employee of the United States, and do not affect the ability of the OCC to exercise its supervisory, regulatory and examination authorities under applicable law and regulations. I further acknowledge that the foregoing may not be waived or modified by any employee or agent of the OCC or the United States.

____________________________________________

President or other authorized officer²

____________________________________________

Typed name

____________________________________________

Title

____________________________________________

Employer

1 The shareholder converting preferred stock may be subject to a change in bank control filing. (See 12 CFR 5.50.) In addition, existing or new stockholders acquiring newly issued preferred stock may also be required to submit a change in control filing.

2 For national banks, this notice must be acknowledged before a notary public.

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