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FACTS KS TRANS/.HEKICA C03TH0LLIP BASKS As o f December 31, 1 9 ' 3 , Transaaerica c o n t r o l l e d 7 banks having 429 branches w i t h deposits o f $873,86i,000 and served 242 towns. As of December 31, 1946, i t c o n t r o l l e d 41 banks having 578 branches w i t h de o s i t s o f $6,585,000,000 and served 379 towns. Since 1933 Tranaamerica has obt a i n e d approval t e s t a b l i s h de novo branches and branches t o take over banks bought by the Transnmerica group as f o l l o w s ; Author ised Since Deciamber 31, IS>33, t o Take 0 ver Benks Boug]at by trie Ti"tmsa&sr-ica Gr ou; Since t h a t Date BJi n c h e s BFink 11. 1934 1935 1936 1937 1938 1939 1940 1941 2 1*43 1944 1945 1946 1947 o f America T & S. A. 2 2 26 6 Other Nation* Banks 1 / Others^ 1 6 4 13 4 3 De Novo Branch*• s E s t a b l i s h e d Bank of Aaarical Other Kationa1 S. T . & S. A # Bankaff 3 8 20 U 3 1 Others*/ 1 4 2 3 1 1 2 2 7 7 1 1 Total 37 1948 _ 1 1 X. 34 3 67 12 6 _ _ • 9 1 1 } J These i n c l u d e F i r s t N a t i o n a l Ban«t of Nevada, lieno, Nevada; F i r s t S a t i e a a i B*-nkf P o r t l a n d , Oregon; F i r s t N a t i o n a l Bank, o f * r i £ o n a , Phoenix, Arizona, Rational Bank o f Washington, S e a t t l e , fc&shington. 2 / These i n c l u d e Bank o f America, San F r a n c i s c o , " C a l i f o r n i a (nonmember)j C e n t r a l Bank, Oakland, C a l i f o r n i a (nonmember); Bank o f Nevada, Lets Vegas, Nevada (nonmeaber). Sote: As o f December 31, 946, Transaaerica a l s o o\ned 46,798 out o f the 250,000 outstanding shares o f the C i t i a e n s H - t i o n a l T r u s t and Savings A s s o c i a t i o n o f Los Angelas, C a l i f o r n i a . * h i s bank has 33 b r nches i n the C i t y o f Los Angeles and d e p o s i t s o f $344,752,000* —2— The f o l l o w i n g i s a l i s t of the banks vhich Transaaerica nov c n t r o l s end t h e i r de o s i t s as of December 31, 19^6: Hame Arizona F i r s t National Bank of Arizona. Phoenix Phoenix S^vin^s Bank & Trust C o a ^ y , ?h eoix California Bank of S e r i e s , N. T. & 5 . A . f San Francisco F i r s t National hank, Bellflover F i r s t National Bank, Corcoran Bank of P i n o l e , Crockett F i r s t S a t i o n e l Bank, Crova Landing F i r s t N a t i o n a l *ank, Fairfield F i r s t R a t i o n a l Bank Garden Grove F i r s t R a t i o n a l Ban*, Los A l t o s Farmers and Mercli^nts Bank o f V a t t s , Los Angeles F i r s t H-.ticnal B&nk, Mountain View Bank of 8ev*M»n Neviaen F i r s t National Bank, Oakdvlc Stanislaus County Savings Ban*, Oakdale Central Bank, Oakland F i r s t Trust and S t r i n g s Bank Pasadena Central Bank of Calaveras, San Andreas F i r s t N a t i o n a l Bank, San J a c i n t o Deposits I 63,437,942 12,734,431 5,382,571,060 3,337,839 4,329,1^0 3,697,709 3,120,741 3*34,750 5,553,672 2,082,882 4,936,013 4,045,167 3,009,341 7,392,650 4,135,106 116,430,865 44,765,802 2,936,564 1,403,428 -3hV.ne C a l i f o r n i a (continued) F i r s t Savings Bank, San J a c i n t o F i r s t R a t i o n a l B*nk, Santa Ana F i r s t tiaticnal T r u s t end Savings B^qk, Senta Barbara Bank o f Tehachapi, Tehachapi Teazle C i t y a c t i o n a l Btmk, Temple C i t y F i r s t Mationak Bank, Turlock F i r a t N a t i o n a l Bank, Veed 1 era da F i r s t Hational Bank of Nevada, Reno Bunk of Nevada, L*a Vefeas Far<aera Bank of Carson V a l l e y , Minden Oregon F i r s t a c t i o n a l Bank, Portland F i r s t National Banc, Cottage Grove F i r s t Hational Bank Eugene F i r s t National Bank, Foreat Grove MoreLand-Sellvood Bank, Portland F i r s t Sational Sank Frinevilla v Scio S U t e Bank Scio Clatsop ^ounty Bank, Seaaide Coolidge and McClaine, Silverton Beak of Sweet Hone, Sveet Kmc Benton County St^te Bank, Corvallia Washington Hational Bank of Washington, Tacoaa Total Deposits 944,544 32,893,088 13,816,017 1,529,9*6 4,533,110 7,315,947 2,469,321 116,471, 9,435,0*6 3,536,271 511,400,230 6,444,433 47,590,004 3,982,443 4,603*753 3,844,707 1,312,331 4,H3»656 5,030,857 2,510,205 10,764,942 97,689,801 $6,5*5,438,105 FACTS HE T^ANS AMERICA CONTROLLED BANKS Ag; of December ?1, 1933» Transeaerica c o n t r o l l e d 7 banks having 429 branches w i t h d e p o s i t s o f $378,361,000 and served 2i2 towns. As o f December 31. 1946. i t c o n t r o l l e d 41 beak a h&vinj 573 branches w i t h d e p o s i t s o f 16,535,000,00*3 and served 379 towns. Since 1933 Trans&rarica has a c q u i r e d , d i r e c t l y or i n d i r a c t l y , 131 banks having aggregate deposits o f approximately $3»~:6,300,000 a t the time o f a c q u i s i t i o n . Fort$--three o f these banks have continued t o t e operated as separate i n s t i t u t i o n s . The remaining e i g h t y - e i g h t were absorbed by various banks c o n t r o l l e d by Transamerlca. As o f Leceaber 31, 1946, the percentage's by States showing TransAmerica's c o n t r o l o f bankihg o f f i c e s and commercial d e p o s i t s are ss f o l l o w s : Californiat Mevadat Oregon* Ariionai Washington* 50^ 58* 35* 13% 4* of of of of of all all all all all banking o f f i c e s and 43^ o f a l l d e p o s i t s . tauJciig o f f i c e s and 79* o f a l l d e p o s i t s . banking o f f i c e s end Lj$. o f a l l d e p o s i t s . banking o f f i c e s and 20* o f a l l d e p o s i t s . banking o f f i c e s and 4 . 9 * of a l l d e p o s i t s . S. 829 has received the support o f the Federal Advisory C o u n c i l , the Keserve C i t i e s Bankers A s s o c i a t i o n , the Independent Bankers A s s o c i a t i o n of the T w e l f t h Federal Re-serve D i s t r i c t , the Independent Bankers A s s o c i a t i o n ( n a t i o n a l ) , and the g r e a t m a j o r i t y o f a l l o f the bank h o l d i n g companies* I n a d d i t i o n , the Bankers' Associations of C a l i f o r n i a , Montana, North Dakota, Oregon, Minnesota, South Dakota, Wisconsin, Hichie«"m and Texas ha.ve a l l r e c e n t l y passed r e s o l u t i o n s supporting t h i s b i l l . JLT/eve 1 A /AS TRAK SAi-ifcfICA CORPORATION CaN KRANCISCG, CALlFOKNXA aonbanklng s u b s i d i a r i e s - December 31. 1946 Total sasets Naue Adel P r e c i s i o n Products Corp.,. Bur&ank, C a l i f . Aerco Corporation, Hollydala, C a l i f . A l l i s d Building Credits, I n c . , Los Angeles, C a l i f . American brokerage, I n c . , San Francisco, C a l i f . Ax t o n - F i s h e r Tobaceo Company, L o u i s v i l l e , Ey. banea Iassobiliare I t a l i a n s , Milan, I t a l y C a l i f o r n i a Foundries, I n c . , 2 / Oakland, C a l i f . C a p i t a l Company, San Francisco, C a l i f . Coast Sorvice Company, Sen Francisco, C a l i f . Colorable River Packers Assn., I n c . , A s t o r i a , Oreg. Corporation o f America, San Francisco, C a l i f . Del Mar C o r p o r a t i o n , ? / Los Angeles, C a l i f * E n t e r p r i s e Shgine & Foundry C o . , San Franeisco, C a l i f . E n t e r p r i s e Kngine Company, I n c . , San Francisco, C a l i f . F i r s t Holding Company, Pasadena, C a l i f * F i r s t S e c u r i t i e s Company, P o r t l a n d , Oregon 0en©7-al Metals C o r p o r a t i o n , Oakland, C a l i f . I n t e r - A m e r i e a Corp. ( C a l i f o r n i a ) , San F r a n c i s c o , C a l i f . Merchants R a t i o n a l Realty Corp. ^ j J Wilmington, D e l . Manufacture o f h y d r a u l i c cont r o l s and l i n e supports f o r a i r c r & f t , and other products. Manufacture of a g r i c u l t u r a l implements and other products. Home f i n a n c i n g . Inactive. In liquidation. Real e s t a t e . % 4,215,462*/ v 49,808,492 - 16,39'/' 63,710 2/ y I r o n and brass foundry. Real e s t a t e . Insurance brokerage. Catching, buying, processing and s e l l i n g f i s h and seafood. Trustee uncer deeds o f t r u s t . In liquidation. 20,908,634 61,«J73 5,677,150^ 454,160 y Manufaeture of Diesel engines and o t h e r p r o d u c t s . (Subsioiary of Faterprise Sngine & Foundry Coauany). Holding r e a l e s t a t e and a c t i n g as t r u s t e e under deeds of trust* L i q u i d a t i o n o f assets* 5,534,036^ Ron f e r r o u s and sluminim ess things and f o r g i n g s . Insurance brokerage* 3,970,550 Owns bank premises Under lease t o Bank o f America, S* T. It 5>* A* V 543,733 307,669 763,113 y -2- Total assets 12-31-46 Business Msm M&tional Insurance Agenoy, Phoenix, A r i a . Occidental Corporation, San Francisco, C a l i f . Occidental L i f e Insurance Company of California, Los Angeles, C a l i f . . Olympic Frozen ?oods, I n c . , S e a t t l e , wash* P a c i f i c National Fire Insurance Co., Sen Francisco, C a l i f . P emler Insurance Company, San Francisco, C a l i f . Societa iBKBobiliare Loabarci, Milan, I t a l y Thompson Salmon Compaay, A s t o r i a , Oregon Timeplan, Incorporated San F;anciaco, C a l i f . Western Merchandise H a r t , San Francisco, C a l i f . Insurance brokerage. Proposed investments i n P h i l i p p i n e s and Far Eaat. L i f e , h e a l t h , and accident insurance. Not i n operation as y e t Writes f i r e , automobile, i n l a n d marine and ocean marine insurance. Writes automobile insurance. $ 64,708 368 160,603,190 1*9,994 16,617,059 4,964,602 In liquidation U (Subsidiary of Columbia RiverPack *rs Assn., I n c . ) Inactive. 1/ heal e s t a t e . 14,116 2,912,405 T o t a l (29) 1 / Figures f o r Aerco Corporation were consolidated w i t h those of i t s parent, Adel Precision Products Corp. 2 / Figures not g i v e n . An I t a l i a n o r g a n i s a t i o n . J / Information not r e a d i l y H t l l i t t S t • i j Figures f o r mtejr*prise Engine Company, I n c . , were consolidated w i t h those o f i t s parent, Enterprise Engine & Foundry Company. f j Figures f o r Thompson Salmon Company were consolidated w i t h those I f i t s parent, Columbia River Packers A s s o c i a t i o n , I n c . 6 / As i n d i c a t e d , the t o t a l assets of some s u b s i d i a r i e s are n o t included. 7 / Owned or c o n t r o l l e d by Bank o f America, 1* T. 4 S. A* The Agreement signed by Transamerica when i t s voting permit was issued - k p r i l 28, 1937 i s i n the standard form as p r i n t e d i n t h e Board 1 s Annual Report f o r 1936, a t page 219, except t h a t numbered paragraph 6* i n Transamerica's Agreement was added because Transamerica had f i l e d two a p p l i c a t i o n s , one i n 1933 and one i n 1937« The standard form of Agreement i s s t i l l the same, but numbered paragraphs 1 and 2, t o g e t h e r w i t h t h e i n t e r p r e t a t i v e paragraphs ( A ) , ( B ) , (C) and (D) a t t h e end o f the Agreement are u s u a l l y not needed and are t h e r e f o r e omitted* ff 6» That the undersigned 1 s a p p l i c a t i o n f o r a v o t i n g permit dated December 25, 1936, and f i l e d i n February, 1937, i s supplementary and amendatory t o , and does n o t supersede, i t s a p p l i c a t i o n dated November 29, 1933, and f i l e d s h o r t l y t h e r e a f t e r ; t h a t the a p p l i c a t i o n dated November 29, 1933, as amended from time to t i m e i s now pending before the Board o f Governors of t h e Federal Reserve System, and the general v o t i n g permit t o be granted upon the execution o f t h i s agreement s h a l l be g r a n t ed pursuant to such a p p l i c a t i o n ; and t h a t November 29, 1933, s h a l l be deemed t o be the date of t h e undersigned's a p p l i c a t i o n f o r the purpose of determining the p e r i o d w i t h i n which the undersigned must dispose o f any i n t e r e s t i n ' s e c u r i t i e s comp a n i e s ' as p r o v i d e d i n paragraph 5 o f i t s a p p l i c a t i o n , as w e l l as f o r a l l other purposes. f t Board of Governors of the Federal Reserve System Form P - l (Page 1) (Revised—1936) APPLICATION OP (Name) (Address) FOR A VOTING PERMIT UNDER AUTHbRITY OF SECTION 5144, REVISED STATUTES This application and all exhibits should be forwarded in duplicate to the Federal Reserve agent at the Federal Reserve bank of the district in which Applicant's principal office is located and a copy thereof should be forwarded to the Federal Reserve agent at the Federal Reserve bank of each other district in which a subsidiary member bank or subsidiary nonmember bank applying for membership is located. Exhibits C, L, N, P, and Q should be furnished on Forms P-2, P-3, P-4, P-5, and P-6, respectively. Instructions concerning the preparation of Exhibits D, E, F, G, H, and K should be obtained from the Federal Reserve agent at the Federal Reserve bank of the district in which Applicant's principal office is located. Board of Governors of the Federal Reserve System Form P - l (Page 2) (Revised—1936) APPLICATION FOR V O T I N G P E R M I T (Name of Applicant) (hereinafter called the Applicant), a (Here Indicate Whether Corporation, Business T r u s t , Association, or Other Similar Organization) organized and existing under the laws of , and registered and/or licensed to do business in... and having its principal place of business at , , hereby applies to the Board of Governors of the Federal Reserve System (hereinafter called the Board) for a permit entitling (Applicant or Trustee—Indicate and Name Trustee, I f A n y ) to vote, at any or all meetings of shareholders of the banking institutions listed in Exhibit A attached hereto and made a part hereof, the stock of each such banking institution directly or indirectly owned or controlled by the Applicant, or held by any trustee for the benefit of the shareholders or members of the Applicant. For the purpose of obtaining such permit, the Applicant represents and agrees as follows: 1. The Applicant expressly agrees to submit to examination by examiners duly authorized to examine banks with which it is affiliated; that such examinations may be made on dates identical with those fixed for the examination of such banks or at such other times as the Board, the Federal Reserve agent, the Comptroller of the Currency, the appropriate State authority, or other duly constituted authority may decide; that such examiners may make such examinations of the Applicant, and that the reports of such examinations shall contain such information as shall be necessary to disclose fully the relations between the Applicant and such banks, its other subsidiaries, and other corporations, business trusts, associations, or other organizations with which the Applicant or its subsidiaries may be affiliated, and the effect of such relations upon the affairs of such banks, subsidiaries, and other organizations: that such reports shall contain such other and additional information as the Board, the Federal Reserve agent, the Comptroller of the Currency, the appropriate State authority, or other duly constituted authority may require; that the Applicant will do everything necessary to facilitate such examinations and will make available to the examiners all information which they may require; and that the Applicant will pay the expenses of all such examinations as determined by the Board, the Federal Reserve agent, the Comptroller of the Currency, the appropriate State authority, or other duly constituted authority, and at such times as it may be called upon to pay such expenses. 2. The Applicant expressly agrees that examiners duly authorized to examine banks with which the Applicant is affiliated may examine every bank or other organization owned or controlled by the Applicant either individually or in conjunction with other banks or other organizations owned or controlled by the Applicant in any manner whatsoever, and at such times as may be fixed by the Board, the Federal Reserve agent, the Comptroller of the Currency, the appropriate State authority, or other duly constituted authority, as the case may be; and that, when called upon to do so, the Applicant will pay the expenses of all such examinations as determined by the Board, the Federal Reserve agent, the Comptroller of the Currency, the appropriate State authority, or other duly constituted authority. 3. The Applicant expressly agrees that it will publish or cause to be published, if required by the Board, either individual or consolidated statements of banks with which it is affiliated and of any other corporation, business trust, association, or other organization with which it or any of its subsidiaries is affiliated, and that publication of such statements will be made at such times and in such manner and in such form as may be prescribed by the Board, and without expense to the Board. Board of Governors of the Federal Reserve System Form P - l (Paste 3) (Revised—1936) 4. The Applicant expressly agrees that reports of examinations of duly constituted authorities, and any other information they may have relating to the Applicant, its subsidiaries, or other organizations with which the Applicant or any of its subsidiaries is affiliated, may be furnished by any such authority to the Board, the Federal Reserve agent, the Comptroller of the Currency, the appropriate State authority, or other duly constituted authority upon request therefor, and the Applicant authorizes the interchange of such reports and information among such authorities. 5. The Applicant represents that it does not directly or indirectly own, control, or have any interest in, and is not directly or indirectly participating in the management or direction of, any corporation, business trust, association, or other similar organization formed for the purpose of, or engaged principally in, the issue, flotation, underwriting, public sale, or distribution, at wholesale or retail or through syndicate participation, or otherwise, of stocks, bonds, debentures, notes, or other securities of any sort (hereinafter referred to as "securities company"), except such securities companies, if any, as may be listed in Exhibit 0 attached hereto and made a part hereof; and the Applicant expressly agrees that, within 5 years after the date of this application, it will divest itself of all its ownership, control, and interest in the securities company or companies, if any, listed in Exhibit 0 hereof, and will cease to participate in the management and direction thereof, and will not thereafter, during the period that any permit granted hereunder remains in force, directly or indirectly retain or acquire any further ownership, control, or interest in any such securities company, or participate in the management or direction thereof, in any manner whatsoever. 6. The Applicant expressly agrees that, in the event a voting permit is granted hereunder, the Applicant will not directly or indirectly acquire any ownership, control, or interest in any securities company, and will not directly or indirectly participate in the management or direction of any securities company not listed in Exhibit 0 hereof, during the period that such permit remains in force; and the Applicant further expressly agrees that, between the date of filing of this application and the issuance or refusal of a voting permit hereunder, or the withdrawal of said application, it will not acquire any ownership, control, or interest in any securities company in any manner whatsoever. 7. The Applicant expressly agrees that from the date of the filing of this application until the termination of any permit which may be granted hereunder, by revocation or otherwise, it will not directly or indirectly, by any device whatsoever, declare, pay, or set aside any dividend other than a stock dividend, or order or make any distribution, whether in cash, property, or otherwise, on any shares of its capital stock unless and except to the extent that the actual net earnings of the Applicant are sufficient therefor, and unless provision has first been made for any impairment in its capital, and such reserves have been established and such transfers have been made to surplus as may be required by law or provided for herein. 8. The Applicant expressly agrees that the permit applied for hereunder may be granted for such period and for such purposes as the Board may determine, and that, before the date of expiration of such period, or before such other date as the Board may fix, the Applicant, if so requested by the Board, will file a new application or applications, in form prescribed by the Board, for a permit or permits to vote the stock owned or controlled directly or indirectly by the Applicant, or held by any trustee for the benefit of the shareholders or members of the Applicant, in any subsidiary member bank. 9. The Applicant represents that no certificate representing stock of the Applicant represents stock of any other corporation, and that neither the ownership, sale, nor transfer of any certificate representing the stock of the Applicant is conditioned in any manner whatsoever upon the ownership, sale, or transfer of a certificate representing the stock of any other corporation, except to the extent and in the manner, if any, set forth in Exhibit M attached hereto and made a part hereof. 10. The Applicant expressly agrees that if, during the life of any permit granted hereunder, it shall appear to the Board that any State nonmember banking institution is a subsidiary of the Applicant, and that the continuance of the relationship of the Applicant and its subsidiary member banks to any such subsidiary nonmember bank is not compatible with the public interest, the Applicant, if so requested by the Board, will cause any such subsidiary nonmember bank to apply for membership in the Federal Reserve System, or will forthwith surrender any voting permit granted to the Applicant by the Board upon the failure of any such bank to make such application and become a member of the Federal Reserve System, or will divest itself of its ownership or control of such bank; and, for failure so to do, any and all rights under any voting permit granted to the Applicant by the Board may be forfeited. 11. The Applicant represents that it is not engaged principally in the issue, flotation, underwriting, public sale, or distribution, at wholesale or retail or through syndicate participation, or otherwise, of stocks, bonds, debentures, notes, or other securities of any sort, and that it will not, during the life of any permit granted hereunder, engage principally in any such business in any manner whatsoever. Board of Governors of the Federal Reserve System Form P - l (Page 4) (Revised—1936) 12. The Applicant expressly agrees that if it acquires the ownership or control of any organization of any kind whatsoever by any device whatsoever during the life of any permit granted hereunder, it will forthwith notify the Board in writing of the acquisition of the ownership or control of any such organization. 13. The Applicant submits herewith as part of this application the following documents and represents that the information contained therein is true and complete to the best of its knowledge and belief: EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT A—Two copies of list of all subsidiary member banks and all subsidiary nonmember banks applying for membership, showing the address of each. B—Two certified copies of charter or article of incorporation and by-laws of Applicant, with all amendments to date. C—Two certified copies of resolution of applicant's Board of Directors (Form P - 2 ) . D—Two copies of statement of financial condition of Applicant as of date of application or a date not in excess of 60 days prior thereto, together with the required supplemental schedules and information in duplicate. E—Two copies of report of last audit of Applicant by independent auditors and of last report of examination, if any, of Applicant (unless Applicant is a member bank) by State authority, together with the required supplemental information in duplicate. F—Two copies of detailed statement regarding management and personnel of Applicant, including names, addresses and principal business connections of all directors and officers and a list of the principal shareholders. G—Two copies of list of all of Applicant's subsidiaries and all other corporations, business trusts, associations, and other similar organizations with which Applicant or any of its subsidiaries is affiliated, together with the required information in duplicate regarding their functions, financial condition, and relationships. H—Two copies of statement of financial condition of each subsidiary bank as of the date of the statement of financial condition of Applicant contained in Exhibit D, together with the required supplemental schedules and information in duplicate. I—Two copies of report of last examination, if any, by State authorities of each of Applicant's subsidiaries and of each other corporation, business trust, association, or other similar organization with which Applicant or any of its subsidiaries is affiliated (other than a member bank). J—Two copies of report of last examination, if any, by or for Applicant of each of its subsidiaries and of each other corporation, business trust, association, or other similar organization with which Applicant or any of its subsidiaries is affiliated. K—Two copies of detailed statement of any plan of reorganization involving any subsidiary or any other corporation, business trust, association, or other similar organization with which Applicant or any of its subsidiaries is affiliated, effected since last examination of any such organization, and of any such reorganization proposed or pending. EXHIBIT L—Two copies of agreement by each subsidiary nonmember bank and by each other corporation, business trust, association, or other similar organization with which Applicant or any of its subsidiaries is affiliated (other than a member bank) to submit to examinations and furnish reports of condition (Form P-3). EXHIBIT M—Two copies of statement whether certificate representing stock of Applicant represents stock of any other corporation, and effect of ownership, sale, or transfer of stock of Applicant on ownership, sale or transfer of stock of any other corporation. EXHIBIT N—Two copies of authorization to other authorities and organizations to furnish information to Board and authorization to Board to interchange information (Form P-4). EXHIBIT 0—Two copies of complete list of securities companies which Applicant owns or controls, or in the management or direction of which it participates, and full information as to nature of such ownership, control, or participation. K«ird of Gotwmh «f tlis Federal Reserve System Form P - l (Page 5) (Revised—1938) EXHIBIT P—Two copies of agreement (Form P-5) by Applicant to accept provisions of section 5144, Revised Statutes. (This exhibit is not required unless Applicant is holding company affiliate of a State member bank.) EXHIBIT Q—Two copies of agreement (Form P-6) by Applicant to accept provisions of section 5144, Revised Statutes. (This exhibit is not required unless Applicant is holding company of a subsidiary nonmember bank applying for membership in the Federal Reserve System.) 14. The Applicant expressly agrees that it will comply at all times with all the provisions of section 5144 of the Revised Statutes, and with any and all regulations issued by the Board pursuant thereto, and with all other applicable provisions and requirements of law, including but not limited to the establishment and maintenance of requisite reserves of readily marketable assets; that it will require its subsidiary banks to comply with all provisions and requirements of law applicable thereto; that it will not violate or participate in the violation of any such provision or requirement; and that, if the Board so requires, it will eliminate from its employ any officer or employee who shall be guilty of doing any act prohibited by section 5209 of the Revised Statutes, the provisions of which are made applicable to officers and employees of the Applicant by law. 15. The Applicant expressly agrees that if at any time it shall appear to the Board that the Applicant has violated or failed to comply with any of the provisions of the Banking Act of 1933 or of any agreement made pursuant to section 5144 of the Revised Statutes or of any regulation issued by the Board pursuant thereto, or upon default in performance under this application or any other obligation of the Applicant to the Board, or upon default in performance by the obligor under any other agreement required hereunder, the Board may, in its discretion, revoke any voting permit granted pursuant to this application and any other voting permit granted by the Board to the Applicant; Provided, however, That the Board shall first give the Applicant 60 days' notice by registered mail of its intention to revoke such permit and afford it an opportunity to be heard. 16. I t is expressly understood and agreed that the terms "Board," "member bank/' "nonmember bank," "subsidiary," and "affiliate," shall have the meanings assigned to them, respectively, in Regulation P, issued by the Board and in force on the date of this application, which regulation is expressly incorporated by reference herein and made a part hereof. 17. I n case a permit is granted hereunder, this application and any agreements required hereunder and any conditions imposed by the Board in granting such permit shall be and become binding upon the Applicant and the other parties executing such agreements. I t is expressly understood and agreed that the voting privileges under any such permit shall not extend to the successors or assigns of the Applicant. If any part or provision of the contract so created shall for any reason be adjudged by any court of competent jurisdiction to be invalid, such adjudication shall not impair or invalidate the remainder of such contract, but shall be confined in its operation directly to the part or provision involved in the controversy in which such adjudication shall have been rendered. Executed this day of 19 [SEAL] By (Authorised Officer) ATTEST: Secretary. Beard of Gtveraora ef A t Federal Reserve System FermP-2 (Revised—19M) EXHIBIT C RESOLUTION O F BOARD OP DIRECTORS OR O T H E R G O V E R N I N G BODY OF APPLICANT RESOLVED, that , the (Name) (Officer) the and (Officer) (Name) this ,of (hereinafter called the Applicant), or either (Here Indicate Whether Corporation, Business Trust, Association, or Other Similar Organisation) of them, be, and they hereby are, authorized and empowered for and in the name and on behalf of the Applicant to execute and deliver to the Board of Governors of the Federal Reserve System an application for a voting permit under authority of section 5144, Revised Statutes of the United States, entitling (Applicant or Trustee—Indicate and Name Trustee, If Any) to vote at any or all meetings of shareholders of each of applicant's subsidiary member banks and subsidiary nonmember banks applying for membership the stock of each such bank owned or controlled by the Applicant, either directly or indirectly, or held by a trustee for the benefit of the stockholders or members of the Applicant, and to execute and deliver to said Board such other documents and agreements as may be required by the terms of said application or by said Board, and to consent for and in the name and on behalf of the Applicant to any conditions which may be imposed by said Board in granting the permit applied for under the application aforesaid. CERTIFICATE I HEEEBT CERTIFY that the foregoing is a true and correct copy of a resolution presented and adopted by the - (Governing Body) of the (Name of Applicant) at a meeting duly called and held at.. on the and voted. day of 19 , at which meeting a quorum was present Secretary. [SBAL] Beard of C t o m n m of tha Federal Reserve S j a t e n Form P-3 (Berieed—1936) EXHIBIT C AGREEMENT TO PERMIT EXAMINATIONS For the purpose of enabling the (Name of Applicant) to obtain a voting permit under the authority of section 5144 of the Revised Statutes, the undersigned agrees that such examinations and audits of its affairs as may be necessary to disclose fully the relations between it and the and the effect of such relations upon (Name of Applicant) the affairs of the undersigned may be made during the life of such permit by examiners approved by the Board of Governors of the Federal Reserve System and that the undersigned will furnish to the Board any information respecting its condition which the Board may require. This agreement shall become effective upon the granting of the voting permit referred to above and shall continue in effect until such voting permit may be revoked, or surrendered with the approval of the Board of Governors of the Federal Reserve System. (Name of Organiaation) By (Authorised Offieer) [SEAL] ATTEST: Secretary. I HEREBY CERTIFY that the agreement set out above was presented to the (Governing Body) of the (Name of Organiaation) at a meeting duly called and held at day of on the , 19 , at which a quorum was present and voted and that such duly authorized the execution and delivery of such agreement on behalf of such organization by the persons whose signatures are affixed to such agreement. (Governing Body) Secretary. [SEAL] NOTE.—A separate agreement muat be filed b y each of Applicant's subsidiary nonmember banks and by each other organlration (other than a member bank) w i t h which Applicant or any of ita subsidiaries ia affiliated. Board of Governors of the Federal Reserve System Form P - 4 (Revised—1936) EXHIBIT C AUTHORIZATION TO FURNISH INFORMATION The undersigned, having applied to the Board of Governors of the Federal Reserve System for a voting permit under the authority of section 5144 of the Revised Statutes, hereby authorizes all State and Federal authorities and instrumentalities and all clearing house associations and other similar organizations to furnish the Board of Governors of the Federal Reserve System or its representatives with any reports or information concerning the undersigned or any of the organizations consenting hereto which may be contained in their respective files and records; and the undersigned further authorizes the interchange of reports and information concerning the undersigned or any of the organizations consenting hereto between the Board of Governors of the Federal Reserve System or its representatives and any of the aforesaid authorities, instrumentalities, associations, or organizations having jurisdiction of the undersigned or any organization consenting hereto. (Name of Applicant) By • (Authorised Officer) [SEAL] DATE CONSENT:* [SEAL] BY. [SEAL] BY. [SEAL] BY.. [SEAL] BY.. * A l l subsidiaries of Applicant and all other organizations w i t h which Applicant or any of its subsidiaries is affiliated (other than member banks) m u s t execute the foregoing authorization or an authorization i n this form d u l y executed b y the Applicant. Board of Governors of the Federal Reserve System Form P-5 (Revised—1936) EXHIBIT C AGREEMENT BY HOLDING COMPANY PROVISIONS OF AFFILIATE SECTION OF STATE 5144, R E V I S E D M E M B E R BANK TO ACCEPT STATUTES W H E R E A S , section 9 of the Federal Reserve Act, as amended by the Banking Act of 1 9 3 3 , provides among other things that each State member bank affiliated with a holding company affiliate shall obtain from such holding company affiliate, within such time as the Board of Governors of the Federal Reserve System shall prescribe, an agreement that such holding company affiliate shall be subject to the same conditions and limitations as are applicable under section 5144 of the Revised Statutes in the case of holding company affiliates of national banks; W H E R E A S , said section 9 further provides that, upon the failure of a State member bank affiliated with a holding company affiliate to obtain such an agreement within the time so prescribed, the Board of Governors of the Federal Reserve System shall require such bank to surrender its stock in the Federal Reserve Bank and to forfeit all rights and privileges of membership in the Federal Reserve System as in said section provided; W H E R E A S , under its statutory authority, the Board of Governors of the Federal Reserve System has prescribed that each State member bank which becomes a subsidiary of any holding company affiliate, within the meaning of the said Board's Regulation P, shall obtain such an agreement from such holding company affiliate within 90 days after such member bank shall have become a subsidiary thereof; WHEREAS, (Name of State Member Bank) (hereinafter referred to as the member bank) became such a subsidiary of the undersigned on , 19 ; Now, T H E R E F O R E , in pursuance of the requirements of the statute and of the benefits which will accrue to the member bank and to the undersigned from continuance of the membership of the member bank in the Federal Reserve System, and other good and valuable considerations, the undersigned does hereby accept, and agree to submit to and comply with, all of the provisions, conditions, and limitations of said section 5144 of the Revised Statutes which are applicable thereunder in the case of holding company affiliates of national banks and of any and all applicable regulations and requirements of the Board of Governors of the Federal Reserve System. (Name of Holding Company Affiliate) [SEAL] By (Authorised Offieer) ATTEST: Secretary. I HEREBY CERTIFY that the agreement set out above was presented to the (Governing Body) of the (Name of Organisation) at a meeting duly called and held at day of on the , 19 , at which meeting a quorum was present and voted, and that such duly authorized the execution and delivery (Governing Body) of such agreement on behalf of such organization by the persons whose signatures are affixed to such agreement. [SEAL] Secretary. B n r d of Govenon of the Federal Reserve System Form P-e (Revised—1936) EXHIBIT C AGREEMENT TO ACCEPT PROVISIONS OF SECTION 5144, R E V I S E D STATUTES For the purpose of enabling , , , a State banking institution, to qualify for admission to membership in the Federal Reserve System, and in consideration of the benefits which will accrue to said banking institution and to the undersigned from the admission to membership in the Federal Reserve System of said banking institution, the undersigned does hereby accept, and agree to submit to and comply with, all of the provisions, conditions, and limitations of section 5144 of the Revised Statutes of the United States which are applicable thereunder in the case of holding company affiliates of national banks, and of any and all applicable regulations and requirements of the Board of Governors of the Federal Reserve System. This agreement shall be and become a binding agreement on the undersigned upon the admission of said banking institution to membership in the Federal Reserve System. (Name of Holding Company) By (Authorised Offioer) [SEAL] ATTEST: Secretary. I HEREBY CERTIFY that the agreement set out above was presented to the (Governing Body) of the (Name of Organisation) at a meeting duly called and held at on the day of 19 present and voted, and that such , at which meeting a quorum was duly authorized the (Governing Body) execution and delivery of such agreement on behalf of such organization by the persons whose signatures are affixed to such agreement. Secretary. [SEAL]
@FedFRASER