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fiscal year exceeded 5 percent of its operating expenses, state the amount of such rentals and the average term of the leases pursuant to which such rentals were paid.

Item 5-Organization Within 5 years. If the bank was organized within the past 5 years, furnish the following information:

(a) State the names of the promoters, the nature and amount of anything of value (including money, property, contracts, options, or rights of any kind) received or to be received by each promoter directly or indirectly from the bank, and the nature and amount of any assets, services, or other consideration therefor received or to be received by the bank.

(b) As to any assets acquired or to be acquired by the bank from a promoter, state the amount at which acquired or to be acquired and the principle followed in determining the amount. Identify the persons making the determination and state their relationship, if any, with the bank or any promoter. If the assets were acquired by the promoter within 2 years prior to their transfer to the bank, state the cost thereof to the promoter.

Item 6-Pending Legal Proceedings.

Describe briefly any material pending legal proceedings, other than ordinary routine proceedings, incidental to the business, to which the bank or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings were instituted, the date instituted, and the principal parties thereto.

Instructions. 1. No information need to be given with respect to proceedings that involve princpally claims for damages if the aggregate amount involved does not exceed 10 percent of the equity capital accounts of the bank. If, however, any proceeding presents in large degree the same issues as other proceedings pending or known to be contemplated, the amount involved in such other proceedings shall be included in computing such percentage.

2. Any material proceedings to which any director, officer, or affiliate of the bank, any security holder named in answer to Item 11 (a), or any associate of any such director, officer, or security holder, is a party adverse to the bank or any of its subsidiaries shall also be described.

Item 7-Directors and Officers.

List all directors and officers of the bank and all persons chosen to become directors or officers. Indicate all positions and offices with the bank held by each person named and his principal occupations during the past 5 years. (The term "officer" is defined in section 335.2(0).)

Item 8-Indemnification of Directors and Officers.

State the general effect of any charter provision, bylaw, contract, arrangement, or

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statute under which any director or officer of the bank is insured or indemnified in any manner against any liability that he may incur in his capacity as such.

Item 9-Remuneration of Directors and Officers.

(a) Furnish the following information in substanially the tabular form indicated below as to all direct remuneration paid by the bank and its subsidiaries during the bank's latest fiscal year to the following persons for services in all capacities:

(1) Each director and each of the two highest paid officers of the bank whose annual total direct remuneration exceeded $30,000, naming each such person.

(2) All directors and officers of the bank as a group, without naming them, but stating the number of persons included.

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Instructions. 1. This item applies to any person who was a director or officer of the bank at any time during said fiscal year. Information need not, however, be given for any portion of that period during which such person was not a director or officer.

2. The information is to be given on an accrual basis, if practicable. The tables required by this paragraph and paragraph (b) may be combined if the bank so desires.

3. Do not include remuneration paid to a partnership in which any director or officer was a partner. But see Item 12, below.

4. If the bank has not completed a full fiscal year since its organization or if it acquired or is to acquire the majority of its assets from a predecessor within the current fiscal year, the information shall be given for the current fiscal year, estimating future payments, if necessary. To the extent that such remuneration is to be computed upon the basis of a percentage of earnings or profits, the percentage may be stated without estimating the amount of such profits to be paid.

5. If any part of the remuneration shown in response to this item was paid pursuant to a material bonus or profit-sharing plan, describe briefly the plan and the basis upon which directors or officers participate therein.

(b) Furnish the following information, in substantially the tabular form indicated below, as to all pension or retirement benefits proposed to be paid under any existing plan in the event of retirement at normal retirement date, directly or indirectly, by the bank

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Instructions. 1. Column (B) need not be answered with respect to amounts computed on an actuarial basis under any plan that provides for fixed benefits in the event of retirement at a specified age or after a specified number of years of service.

2. The information called for by Column (C) may be given in a table showing the annual benefits payable upon retirement to persons in specified salary classifications.

3. In the case of any plan (other than those specified in Instruction 1) where the amount set aside each year depends upon the amount of earnings or profits of the bank or its subsidiaries for such year or a prior year (or where otherwise impracticable to state the estimated annual benefits upon retirement) there shall be set forth, in lieu of the information called for by Column (C), the aggregate amount set aside or accrued to date, unless impracticable to do so, in which case the method of computing such benefits shall be stated.

(c) Describe briefly all remuneration payments (other than payments reported under paragraph (a) or (b) of this item) proposed to be made in the future, directly or indirectly, by the bank or any of its subsidiaries pursuant to any existing plan to (1) each director or officer named in answer to paragraph (a) (1), naming each such persons, and (11) all directors and officers of the bank as a group, without naming them.

Instruction. Information need not be included as to payments to be made for, or benefits to be received from, group life or accident insurance, group hospitalization, or similar group payments or benefits. If impracticable to state the amount of remuneration payments proposed to be made, the aggregate amount set aside or accrued to date in respect of such payments should be stated, together with an explanation of the basis for future payments.

Item 10-Options to Purchase Securities. Furnish the following information as to options to purchase securities, from the bank or any of its subsidiaries that are outstanding as of a specified date within 30 days prior to the date of filing.

(a) Describe the options, stating the material provisions including the consideration received and to be received for such options by the grantor thereof and the market value

of the securities called for on the granting date. If, however, the options are "qualified stock options" or "restricted stock options" or options granted pursuant to a plan qualifying as an "employee stock purchase plan" as those terms are defined in sections 422 through 424 of the Internal Revenue Code of 1954, as amended, only the following is required: (1) a statement to that effect, (11) a brief description of the terms and conditions of the options or of the plan pursuant to which they were issued, and (iii) a statement of the provisions of the plan or options with respect to the relationship between the option price and the market price of the securities at the date when the options were granted, or with respect to the terms of any variable price option.

(b) State (1) the title and amount of the securities called for by such options; (11) the purchase prices of the securities called for and the expiration dates of such options; and (ii) the market value of the securities called for by such options as of the latest practicable date.

Instruction. In case a number of options are outstanding having different prices and expiration dates, the options may be grouped by prices and dates. If this produces more than five separate groups then there may be shown only the range of the expiration dates and the average purchase prices, 1.e., the aggregate purchase price of all securities of the same class called for by all outstanding options to purchase securities of that class divided by the number of securities of such class so called for.

(c) Furnish separately the information called for by paragraph (b) above for all options held by (1) each director or officer named in answer to paragraph (a)(1) of Item 9, naming each such person, and (ii) all directors and officers as a group without naming them.

Instructions. 1. The extension or renewal of options shall be deemed the granting of options within the meaning of this item.

2. Where the total market value of securities called for by all outstanding options as of the specified date referred to in this item does not exceed $10,000 for any officer or director named in answer to paragraph (8) (1) of Item 9, or $30,000 for all officers and directors as a group or for all option holders as a group, this item need not be answered with respect to options held by such person or group.

Item 11-Principal Holders of Securities. Furnish the following information as of a specified date within 90 days prior to the date of filing in substantially the tabular form indicated:

(a) As to the voting securities of the bank owned of record or beneficially by each person who owns of record, or is known by the bank to own beneficially, more than 10 percent of any class of such securities. Show

in Column (C) whether the securities are owned only, or beneficially only, and show in Columns (D) and (E) the respective amounts and percentages owned in each such manner:

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Instructions. 1. The percentages are to be calculated on the basis of the amount of securities outstanding, excluding securities held by or for the account of the bank. In any case where the amount owned by directors and officers as a group is less than

percent of the class, the percent of the class owned by them may be omitted.

2. If, to the knowledge of the bank, more than 10 percent of any class of voting securrities of the bank are held or to be held subject to any voting trust or other similar agreement, state the title of such securities, the amount held or to be held, and the duration of the agreement. Give the names and addresses of the voting trustees and outline briefly their voting rights and other powers under the agreement.

Item 12-Interest of Management and Others in Certain Transactions.

Describe briefly, and where practicable state the approximate amount of, any material interest, direct or indirect, of any of the following persons in any material transactions during the last 3 years, or in any material proposed transactions, to which the bank or any of its subsidiaries was, or is to be, a party:

(a) Any director or officer of the bank; (b) Any security holder named in answer to Item 11(a); or

(c) Any associate of any of the foregoing persons.

Instructions. 1. See Instruction 1 to Item 9(a). Include the name of each person whose interest in any transaction is described and the nature of the relationship by reason of which such interest is required to be described. Where it is not practicable to state the approximate amount of the interest, the approximate amount involved in the transaction shall be indicated.

2. As to any transaction involving the purchase or sale of assets by or to the bank or any subsidiary, otherwise than in the ordinary course of business, state the cost of the assets to the purchaser and the cost thereof to the seller if acquired by the seller within two years prior to the transaction.

3. This item does not apply to any interest arising from the ownership of securities of the bank where the security holder receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class.

4. No information need be given in answer to this item as to any remuneration not received during the bank's last fiscal year or as to any remuneration or other transaction reported in response to Item 9 or 10.

5. Information should be included as to any material underwriting discounts and commissions upon the sale of securities by the bank where any of the specified persons was or is to be a principal underwriter or is a controlling person or member of a firm that was or is to be a principal underwriter. Information need not be given concerning ordinary management fees paid by underwriters to a managing underwriter pursuant to an agreement among underwriters the parties to which do not include the bank or its subsidiaries.

6. No information need be given in answer to this item as to any transaction or any interest therein where:

(1) The rates or charges involved in the transaction are fixed by law or determined by competitive bids;

(11) The interest of the specified person in the transaction is solely that of a director of another corporation that is a party to the transactions;

(1) The specified person is subject to this Item 12 solely as a director of the bank (or associate of a director) and his interest in the transaction is solely that of a director and/or officer of another corporation that is a party to the transaction;

(iv) The transaction does not involve remuneration for services, directly or indirectly, and (A) the interest of the specified persons arises from the ownership individually and in the aggregate of less than a 10 percent interest in another person that is a party to the transaction, (B) the transaction is in the ordinary course of business of the bank or its subsidiaries, and (C) the amount of such transaction or series of transactions is less than 10 percent of the equity capital accounts of the bank;

(v) The transaction involves services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or other similar service;

(vi) The interest of the specified person, including all periodic installments in the case of any lease or other agreement providing for periodic payments or installments, does not exceed $30,000.

7. Information shall be furnished in answer to this item with respect to transactions not excluded above that involve remuneration, directly or indirectly, to any of the specified persons for services in any capacity unless the interest of such person arises solely from the ownership individually and in the aggregate of less than a 10 percent interest in another person furnishing the services to the bank or its subsidiaries.

Item 13-Capital Stock Being Registered. If capital stock is being registered, state the title of the class and furnish the following information:

(a) Outline briefly (1) dividend rights; (2) voting rights; (3) liquidation rights; (4) preemptive rights; (5) conversion rights; (6) redemption provisions; (7) sinking fund provisions; and (8) liability to further calls or to assessment by the bank.

(b) If the rights of holders of such stock may be modified otherwise than by a vote of a majority or more of the shares outstanding, voting as a class, 60 state and explain briefly.

(c) Outline briefly any restriction on the repurchase or redemption of shares by the bank while there is any arrearage in the payment of dividends or sinking fund installments. If there is no such restriction, BO state.

Instructions. 1. This item requires only a brief summary of the provisions that are pertinent from an investment standpoint. A complete legal description of the provisions referred to is not required and should not be given. Do not set forth the provisions of the governing instruments verbatim; only a succinct resume is required.

2. If the rights evidenced by the securities being registered are materially limited or qualified by the rights of any other class of securities, include such information regarding such other securities as will enable investors to understand the rights evidenced by securities being registered. If any securities being registered are to be offered in exchange for other securities, an appropriate description of such other securities shall be given. No information need be given, however, as to any class of securities all of which will be redeemed and retired if appropriate steps to assure such redemption and retirement will be taken prior to registration of the securities being registered.

Item 14-Long-Term Debt Being Registered.

If long-term debt is being registered, outline briefly such of the following as are relevant:

(a) Provisions with respect to interest, conversion, maturity, redemption, amortization, sinking fund, or retirement.

(b) Provisions restricting the declaration of dividends or the creation or maintenance of reserves.

(c) Provisions permitting or restricting the issuance of additional securities, the withdrawal of cash deposited against such issuance, the incurring of additional debt, the modification of the terms of the security, and similar provisions.

(d) The name of the trustee and the nature of any material relationship with the bank or any of its affiliates; the percentage of securities of the class necessary to require the trustee to take action, and what indemnification the trustee may require before proceeding to enforce the lien.

Instructions. The instructions to Item 13 shall also apply to this item.

Item 15 Other Securities Being Registered.

If securities other than capital stock or long-term debt are being registered, outline briefly the rights evidenced thereby. If subscription warrants or rights are being registered, state the title and amount of securities called for, the period during which and the price at which the warrants or rights are exercisable.

Instructions. The instructions to Item 13 shall also apply to this item.

Item 16-Recent Sales of Securities.

Furnish the following information as to all securities of the bank sold by the bank within the past 3 years, or presently proposed to be sold. Include securities issued in exchange for property, services, or other securities.

(a) Give the date of sale, title, and amount of securities sold.

(b) Give the names of the principal underwriters, if any. As to any securities sold privately, name the persons or identify the class of persons to whom the securities were sold.

(c) As to securities sold for cash, state the aggregate offering price and the aggregate underwriting discounts or commissions. As to any securities sold otherwise than for cash, state the nature of the transaction and the nature and aggregate amount of consideration received by the bank.

Instructions. 1. Information need not be set forth as to notes, drafts, bills of exchange, or bank acceptances that mature not later than 18 months from the date of issuance.

2. If the sales were made in a series of transactions, the information may be given by such totals and periods as will reasonably convey the information required.

Item 17-Financial Statements and Ezhibits.

List all financial statements and exhibits filled as a part of the registration statement. (a) Financial statements. (b) Exhibits.

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INSTRUCTIONS AS TO FINANCIAL STATEMENTS

These instructions specify the balance sheets and statements of income required to be filed as a part of a registration statement on this form. Section 335.7 governs the verification, form, and content of the balance sheets and statements of income required, including the basis of consolidation, and prescribes the statement of changes in capital accounts and the schedules to be filed in support thereof.

A. FINANCIAL STATEMENTS OF THE BANK 1. Balance Sheets.

(a) The bank shall file a verified balance sheet as of the close of its latest fiscal year unless such fiscal year has ended within 90 days prior to the date of filing the registration statement, in which case the balance sheet may be as of the close of the preceding fiscal year.

(b) If the latest fiscal year of the bank has ended within 90 days prior to the date of filing the registration statement and the balance sheet required by paragraph (a) is filed as of the end of the preceding fiscal year, there shall be filled as an amendment to the registration statement, within 120 days after the date of filing, a verified balance sheet of the bank as of the end of the latest fiscal year.

2. Statements of Income.

(a) The bank shall file verified statements of income for each of the 3 fiscal years preceding the date of the balance sheet required by Instruction 1(a).

(b) There shall be filled with each balance sheet filed pursuant to Instruction 1(b) a verified statement of income of the bank for the fiscal year immediately preceding the date of the balance sheet.

3. Omission of Bank's Financial Statements in Certain Cases.

Notwithstanding Instructions 1 and 2, the individual financial statements of the bank may be omitted if consolidated statements of the bank and one or more of its subsidiaries are filed.

B. CONSOLIDATED STATEMENTS

4. Consolidated Balance Sheets.

(a) There shall be filed a verified consolidated balance sheet of the bank and its majority-owned (1) bank premises subsidiarles, (ii) subsidiaries doing a foreign banking business, and (111) significant subsidiaries, as of the close of the latest fiscal year

of the bank unless such fiscal year has ended within 90 days prior to the date of filing the registration statement, in which case this balance sheet may be as of the close of the preceding fiscal year.

(b) If the latest fiscal year of the bank has ended within 90 days prior to the date of filing the registration statement, and the balance sheet required by paragraph (a) is filed as of the end of the preceding fiscal year, there shall be filled as an amendment to the registration statement, within 120 days after the date of filing, a verified consolidated balance sheet of the bank and such subsidiaries as of the end of the latest fiscal year.

5. Consolidated Statement of Income.

(a) There shall be filled verified statements of income of the bank and its majorityowned (1) bank premises subsidiaries, (11) subsidiaries doing a foreign banking business, and (111) significant subsidiaries, for each of the 3 fiscal years preceding the date of the consolidated balance sheet required by Instruction 4 (a).

(b) There shall be filled with each balance sheet filled pursuant to Instruction 4(b), a verified consolidated statement of income of the bank and such subsidiaries for the fiscal year immediately preceding the date of the balance sheet.

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7. Succession to Other Businesses.

(a) If during the period for which its statements of income are required, the bank has by merger, consolidation, or otherwise succeeded to one or more businesses, the additions, eliminations, and other changes effected in the succession shall be appropriately set forth in a note or supporting schedule to the balance sheets filed. In addition, statements of income for each constituent business, or combined statements, if appropriate, shall be filed for such period prior to the succession as may be necessary when added to the time, if any, for which statements of income after the succession are filed to cover the equivalent of the period specified in Instructions 2 and 5 above.

(b) If the bank by merger, consolidation, or otherwise is about to succeed to one or more businesses, there shall be filed for the constituent businesses financial statements, combined if appropriate, that would be required if they were registering securites under the Act. In addition, there shall be filled a balance sheet of the bank giving effect to the plan of succession. These balance sheets

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