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UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE F E D E U RESERVE SYSTEM WASHINGTON, D.C. Written Agreement By and Between CRkDIT AGRICOLE, S.A. Paris, France 1 ) ) ) Docket No. 03-041-WA/RB-FB(2) 1 ) 1 1 and FEDERAL RESERVE BANK OF NEW YORK 1 WHEREAS, the Board of Governors of the Federal Reserve System (the “Board of Governors”) is the host country supervisor of the activities in the United States of Crkdit Agricole, S.A., Paris,France (“Crkdit Agricole”), a foreign bank, WHEREAS, on or about December 17,2003, Crkdit Lyonnais, S.A., Paris, France, a foreign bank, entered into a Consent Order to Cease and Desist and Order of Assessment of a Civil Money Penalty with the Board of Governors (the “Crait Lyonnais Board Order”); WHEREAS, the Crkdit Lyonnais Board Order requires that C r a t Lyonnais take or not take certain actions in the future, including implementing various procedures for making investments in the United States, and otherwise providing for mechanisms for Cddit Lyonnais to conform its conduct to the requirements of U.S. banking laws, particularly the Bank Holding Company Act, (the “BHC Act”), 12 U.S.C. 3 1841 ef seq.; 1 WHEREAS, there is no evidence or allegation that Crkdit Agricole has been involved in any manner whatsoever in the matters that have resulted in the issuance of the Crkdit Lyonnais Board Order, which conduct occurred before Credit Lyonnais became a subsidiary of Crait Agricole on or about June 19,2003; WHEREAS, Credit Agricole and the Federal Reserve Bank of New York (the “Reserve Bank”’) are in agreement that solely in light of Credit Lyonnais’s status as a subsidiary of CrMit Agricole and Cr6dit Agricole’s proposed business plans to consolidate some or all of CrMit Lyonnais’s activities in the United States with other entities within the C r a t Agricole group, it is necessary and appropriate for C r a t Agricole to adopt policies, procedures, and controls to assure full compliance by Crklit Lyonnais with the CrMit Lyonnais Board Order, and that C r a t Agricole and its subsidiaries will not take any action inconsistent with the C r a t Lyonnais Board Order; and WHEREAS, on July 18,2003, the board of directors of Crkdit Agricole adopted a resolution authorizing and directing Jean Laurent, Chief Executive Officer, Cddit Agricole, S.A. or his designee to enter into this Written Agreement (the “Agreement”) on behalf of Credit Agricole and consenting to compliance by Crkdit Agricole and its institution-affiliated parties, as defined in sections 3(u) and 8(b)(4) of the Federal Deposit Insurance Act, (the “FDI Act”), 12 U.S.C. $4 1813(u) and 1818@)(4),with each and every provision ofthis Written Agreement; NOW, THEWFORE, the Reserve Bank and Crkdit Agricole agree as follows: 1. Crkdit Agricole and any subsidiary and institution-affiliated party thereof shall not directly or indirectly violate the BHC Act or any rules or regulations issued pursuant thereto. 2 2. Credit Agricole shall use its authority as controlling shareholder of Credit Lyonnais to assure that Crait Lyonnais hlly complies with the CrMt Lyonnais Board Order. 3. Within 60 days of the effective date of this Agreement, Crdit Agricole shall submit to the Reserve Bank,acceptable written policies and procedures designed to ensure that regulatory reports submitted to the Board of Governors are accurate. The policies and procedures shall include, at a minimum, steps designed to ensure that all reports filed by Credit Agricole accurately reflect its investment relationships in such reports for the time periods for which such reports are filed. Crkdit Agricole shall make available to the Board of Governors (or the Commission Bancaire if requested by the Board of Governors) within 30 days of receipt of any request any record indicating how such reports are prepared. 4. Without the prior approval of the Board of Governors, Cddit Agriwle, its subsidiaries and affiliates shall not, directly or indirectly, own or control any voting or nonvoting shares of Artemis, S.A. or any parent company that controls Artemis, S.A. for as long as Artemis, S.A. its subsidiaries or affiliates, control Aurora, S.A., New Califomia Life Holdings, Inc., Aurora National Life Assurance Company, or any successor to these entities (collectively, the “Aurora Companies”). Effective on the date of this Agreement and for such time as Artemis controls one or more of the Aurora Companies, Crdit Agricole and its subsidiaries shall not extend credit to Artemis, S.A., or its subsidiaries and affiliates for the purpose of financing or refinancing the acquisition by Artemis of the shares of New California Life Holdings, Inc. In providing any financing to Artemis, Credit Agricole shall determine the purpose of such financing based on appropriate due diligence including certifications about such purposes fiom the borrower. 3 5. Within 60 days of the effective date of this Agreement, C r a i t Agricole shall submit to the Reserve Bank acceptable written policies and procedures with respect to any arrangement by which a third party agrees to hold temporarily the shares of a company for the benefit of CrCdit Agricole (referred to in the French language as a “portage” agreement”) except for shares acquired pursuant to 12 C.F.R. $8 21 1.23(f)(l) - (f)(5), so as to avoid any violation of the BHC Act and regulations, concerning such arrangements. 6. Credit Agricole and its subsidiaries shall not take any action on behalf of, or for the benefit of, C d i t Lyonnais, that is inconsistent with the Credit Lyonnais Board Order as if that Order applied to Cr6dit Agricole and its subsidiaries. If activities currently conducted by Cr6dit Lyonnais in the United States are consolidated with the activities of Cr6dit Agricole or other subsidiaries of Crbdit Agricole, the entity or entities into which Crkdit Lyonnais’s U.S. activities are consolidated, and any of the subsidiaries of those entities will become subject to Paragraphs 3(d) and 3(e) of the CrlAit L Y O M ~Board ~S Order pursuant to this Agreement, unless and until CrUit Agricole becomes a fmancial holding company as defined in 12 U.S.C. $ 1841(p). 7. The provisions of this Agreement shall not bar, estop or otherwise prevent the Board of Governors or any other US. federal or state agency or department from taking any other action affecting Credit Agricole or any of its current subsidiaries, or affiliates, or its institution-aniliated parties. 8. This Agreement shall become effective at the same time that the Credit Lyonnais Board Order becomes effective. Each provision of this Agreement shall remain effective and enforceable until stayed, modified, terminated or suspended by the Reserve Bank. Credit 4 Agricole may apply to the Reserve Bank to have this Agreement terminated, modified or amended. 9. No amendment to the provisions of this Agreement shall be effective unless made in writing by the Reserve Bank and by Crkdit Agricole. 10. The provisions of this Agreement shall be binding on Crkdit Agricole and its successors and assigns, and its institution-affiliated parties. 11. No representations, either oral or written, except those provisions as set forth herein, were made to induce any of the parties to agree to the provisions as set forth herein. 12. Notwithstanding any provision of this Agreement, the Reserve Bank may, in its discretion, grant written extensions of time to Cr*t Agricole to comply with any provision of this Agreement. 13. All communications regarding this Agreement shall be addressed to: (a) J. Vigil Mattingly, Jr., Esq. General Counsel Board of Governors of the Federal Reserve System 20th & C Streets, NW Washington, DC 2055 1 (b) Mr. Robert A. O’Sullivan Senior Vice President Federal Reserve Bank of New York 33 Liberty Street New York, NY 10045 (c) 1. Mr. Jean Laurent Chief Executive Officer Crkdit Agricole, S.A. 91-93 Boulevard Pasteur 75710 Paris CEDEX 15, France This. seement is a “written agreement” for the purposes of, and is enforceable by the Board of Governors as an order issued under, section 8 of the FDI Act. 5 - DEC-16-03 TUE 1:33 PM CRblTAORJCOLE, S A P. 7 FFDERAL.REsERvIiBANKOFNEWYORK 6 -