Notification for Prior Approval to Engage Directly or Indirectly in Certain Nonbanking Activities

Instructions for Preparation of
FR Y-4
Notification to the Board of Governors
of the Federal Reserve System
Who May Use This Form
This form should be used for notifications filed under
section 4 of the BHC Act pursuant to sections 225.23 or
225.24 of Regulation Y, where a bank holding company
proposes to engage in a nonbanking activity, either de
novo or through the acquisition or control of shares or
assets of an existing company.
Exemptions for certain de novo activities: A well-run
bank holding company (a company that meets the criteria
in sections 225.23(c) of Regulation Y) that complies
with the requirements in section 225.22(a) of Regulation Y may engage de novo in the nonbanking activities
listed in section 225.28(b) of Regulation Y (except operating a nonbank insured depository institution) without
obtaining the Board’s prior approval. However, a notice
must be provided to the appropriate Reserve Bank
(defined below) within 10 business days after commencing the activity as required by section 225.22(a) of Regulation Y. In fulfilling that notice requirement, the notifying bank holding company should not use this form, but
instead must provide by letter the information and certifications specified in section 225.22(a)(3) of Regulation Y.

Preparation of Notification
For relevant filing information, Notificants should
consult the Board’s Regulation Y (12 CFR Part 225), a
copy of which is available on the Board’s public website
at www.federalreserve.gov/regulations/ or through any
Reserve Bank. Additional filing information is available
on the Board’s public website at www.federalreserve.gov/
generalinfo/applications/afi/.
Inquiries regarding the preparation and filing of notifications should be directed to the Reserve Bank of the
Federal Reserve district in which the main office of
Notificant’s sole or principal subsidiary either will be or
FR Y-4
April 2005

is currently located (‘‘appropriate Reserve Bank’’). Notificants are encouraged to contact Federal Reserve staff as
soon as possible to discuss whether a notification is
appropriate for the proposed transaction.

Filing Categories
(1) Expedited Nonbanking Proposals—A well-run bank
holding company may (i) engage de novo in any
nonbanking activity approved by Board order and
(ii) acquire voting shares or assets of a going concern engaged in any nonbanking activity approved
by Board regulation (except operating a nonbank
insured depository institution) and most nonbanking activities approved by Board order if the bank
holding company has provided written notice to the
appropriate Reserve Bank at least 12 business days
before commencing the proposed activity and the
appropriate Reserve Bank or the Board has not
indicated within that period that a notice would be
required under section 225.24 of Regulation Y. The
criteria and information required to comply with the
12 business day prior notice procedure are described
in section 225.23 of Regulation Y.
Proposals involving the acquisition of an insured
depository institution that require approval under
section 4 should use this form. The filing must be
modified to satisfy the same information and publication requirements that would apply if the savings
association or other nonbank insured depository institution to be acquired were a bank. Generally, the
notification must satisfy the requirements outlined in
sections 225.14, 225.15, and 225.16 of Regulation Y.
If the notificant is seeking expedited action for the
proposal, the bank holding company and the proposal should meet all applicable criteria under section 225.14 of Regulation Y. Notificant may use the
forms FR Y-3 and FR Y-3N as guides for the type of
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Instructions for Preparation

information that should be included in the notification. Notice of the proposals also may be filed under
section 225.24 of Regulation Y as described in Filing Category (2).
Proposals eligible for the 12 business day prior notice procedure in section 225.23 of Regulation Y do
not include proposals that the Board has indicated,
pursuant to section 225.23(c)(3)(ii) of Regulation Y,
are subject to the notice procedures provided in
section 225.24 of Regulation Y. For example, some
activities approved only by Board order may require
a notice under section 225.24 of Regulation Y. Questions regarding whether an activity approved by
Board order requires a notice under section 225.24
of Regulation Y should be addressed to the appropriate Reserve Bank.
(2) Other Nonbanking Proposals—Proposals that do not
qualify for the 10 business day post notice procedure
(section 225.22(a) of Regulation Y) or the 12 business day prior notice (section 225.23 of Regulation Y) procedure discussed above must comply with
the procedures in section 225.24 of Regulation Y.
Proposals in which a company would become a bank
holding company must also comply with the procedures in section 225.24 of Regulation Y. Proposals
that are eligible for processing under authority delegated to the appropriate Reserve Bank will be acted
on within 30 calendar days after the notice is filed
unless Notificant is informed otherwise. Proposals
that are not otherwise eligible for Reserve Bank
processing will normally be acted on by the Board
within 60 calendar days after the notice is filed.
(a) Engaging de novo in Listed Activities—
Proposals to engage de novo in any nonbanking
activity described in section 225.28(b) of Regulation Y that are filed under the procedures
described in this Filing Category must contain
the information set forth in section 225.24(a)(1)
of Regulation Y. Proposals to engage de novo
in operating a nonbank insured depository institution or to engage in nonbanking activities
through an initial joint venture are usually
viewed as acquisitions for purposes of this paragraph, and must follow the procedures described
in paragraph (b) below. Questions regarding
whether an activity would be considered de novo
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should be addressed to the appropriate Reserve
Bank.
(b) Acquiring a Company Engaged in Listed
Activities—Proposals to acquire voting shares or
assets of a going concern engaged in any nonbanking activity described in section 225.28(b)
of Regulation Y that are filed under the procedures described in this Filing Category must
contain the information set forth in section 225.24(a)(2) of Regulation Y.
(c) Engaging in or Acquiring a Company Engaged
in Unlisted Activities—Proposals to engage de
novo or to acquire voting shares or assets of a
going concern engaged in any nonbanking activity not described in section 225.28(b) of Regulation Y that are filed under the procedures
described in this Filing Category must contain
the information set forth in sections 225.24(a)(2)
and (4) of Regulation Y.

Publication Requirement
Proposals filed under the 12 business day prior notice
procedure (section 225.23 of Regulation Y) described
in Filing Category (1) do not require public notice. All
proposals filed under section 225.24 of Regulation Y
described in Filing Category (2) will be published in the
Federal Register with a public comment period of at
least 15 calendar days. On written request by the notificant, the Reserve Bank may publish notice of a proposal
under section 225.24 of Regulation Y in the Federal
Register up to 15 calendar days before filing the notice.
As a matter of policy, proposals to acquire a savings
association also require newspaper publication with a
public comment period of at least 30 calendar days after
the date of publication. The notice must be published in
a newspaper of general circulation in the communities
in which the head offices of the notificant bank holding
company, its largest subsidiary bank, and each savings
association to be directly or indirectly acquired is located
(12 CFR 262.3(b)(1)(ii)(E)). The newspaper notice for a
proposal to acquire a savings association also must be
published no more than 15 calendar days before and no
later than 7 calendar days after the date that the notification is filed with the appropriate Reserve Bank.
FR Y-4
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Instructions for Preparation

Notificant should consult with the appropriate Reserve
Bank or the Board’s public website for the specific
publication format used at that Reserve Bank. A copy of
any required newspaper notice publication must be provided to the appropriate Reserve Bank, as required by
Section 262.3(b) of the Board’s Rules of Procedure.

Supporting Information
Please note that the Federal Reserve System specifically
reserves the right to require the filing of additional statements and information. If any information initially furnished in the notification changes significantly during
processing or prior to consummation, these changes are
to be communicated promptly to the appropriate Reserve
Bank.

Confidentiality
Under the provisions of the Freedom of Information Act
(5 U.S.C. §552), the notification is a public document
and available to the public upon request.
If Notificant is of the opinion that disclosure of commercial or financial information would likely result in substantial harm to its competitive position or that of its
subsidiaries or that disclosure of information of a personal nature would result in a clearly unwarranted invasion of personal privacy, confidential treatment of such
information may be requested. The request for confidential treatment must be submitted in writing concurrently
with the filing of the notification, and must discuss in
detail the justification for confidential treatment. Such
justification must be provided for each response for
which confidential treatment in the public portion of the

FR Y-4
April 2005

notification is requested. Notificant’s reasons for requesting confidentiality should demonstrate specifically the
harm that would result from public release of the information. A statement simply indicating that the information would result in competitive harm or that it is personal in nature is not sufficient. (A claim that disclosure
would violate the law or policy of a foreign country is
not, in and of itself, sufficient to exempt information
from disclosure. Notificant must demonstrate that disclosure would meet either the ‘‘substantial competitive
harm’’ or ‘‘unwarranted invasion of personal privacy’’
tests.)
Information for which confidential treatment is requested
should be (1) specifically identified in the public portion
of the notification (by reference to the confidential section); (2) separately bound; and (3) labeled ‘‘CONFIDENTIAL.’’ Notificant should follow this same procedure with regard to filing any supplemental information
to the notification.
The Federal Reserve System will determine whether
information submitted as confidential will be so regarded, and will advise Notificant of any decision to
make available to the public information labeled ‘‘CONFIDENTIAL.’’

Compliance
Notificant is expected to comply with all representations
and commitments made in this notification. Notificant
should immediately contact the appropriate Reserve
Bank if there is any change in the structure of the
proposal prior to consummation.

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Insert D
Confidentiality
Under the provisions of the Freedom of Information Act (the “FOIA” -- 5 U.S.C.
552), the notification is a public document and available to the public upon request.
Once submitted, a notification becomes a record of the Board and may be
requested by any member of the public. Board records generally must be disclosed
unless they are determined to fall, in whole or in part, within the scope of one or
more of the FOIA exemptions from disclosure. See 5 U.S.C. § 552(b)(l)-(9).
The exempt categories include (but are not limited to) ‘‘trade secrets and
commercial or financial information obtained from a person and privileged or
confidential’’ (exemption 4), and information that, if disclosed, ‘‘would constitute
a clearly unwarranted invasion of personal privacy’’ (exemption 6). A Notificant
may request confidential treatment for any information submitted in (or in
connection with) its application that Notificant believes is exempt from disclosure
under the FOIA. For example, if Notificant is of the opinion that disclosure of
commercial or financial information would likely result in substantial harm to its
competitive position or that of its subsidiaries, or that disclosure of information of
a personal nature would result in a clearly unwarranted invasion of personal
privacy, confidential treatment of such information may be requested.
The request for confidential treatment must be submitted in writing concurrently
with the filing of the notification (or subsequent related submissions), and must
discuss in detail the justification for confidential treatment. Such justification must
be provided for each portion of the notification (or related submissions) for which
confidential treatment is requested. Notificant’s reasons for requesting
confidentiality must specifically describe the harm that would result from public
release of the information. A statement simply indicating that the information
would result in competitive harm or that it is personal in nature is not sufficient.
(A claim that disclosure would violate the law or policy of a foreign country is not,
in and of itself, sufficient to exempt information from disclosure. Notificant must
demonstrate that disclosure would fall within the scope of one or more of the FOIA
exemptions from disclosure.) Notificant must follow the steps outlined
immediately below, and certify in the notification (or related submissions) that
these steps have been followed.
Information for which confidential treatment is requested should be: (1)
specifically identified in the public portion of the notification (by reference to the
confidential section); (2) separately bound; and (3) labeled ‘‘CONFIDENTIAL.’’
With respect to applications that include information regarding an individual or
individuals associated with the proposed transaction, the Board expects Notificant

to certify that it has obtained the consent of the individual(s) to public release of
such information prior to its submission to the Board or, in the absence of such
consent, to submit (or ensure that the individual(s) submit(s)) a timely request for
confidential treatment of the information in accordance with these instructions.
Information submitted directly by an individual or individuals will become part of
the relevant notification record, and, accordingly, will be a Board record subject to
being requested by any member of the public under FOIA.
The Federal Reserve will determine whether information submitted as confidential
will be so regarded, and will advise Notificant of any decision to make available to
the public information labeled ‘‘CONFIDENTIAL.’’ However, it shall be
understood that, without prior notice to Notificant, the Board may disclose or
comment on any of the contents of the notification in the Order or Statement issued
by the Board in connection with its decision on the notification. The Board’s staff
normally will apprise Notificant in the course of the review process that such
information may need to be disclosed in connection with the Board’s action on the
notification.
For further information on the procedures for requesting confidential treatment and
the Board’s procedures for addressing such requests, consult the Board’s Rules
Regarding Availability of Information, 12 CFR part 261, including 12 CFR 261.15,
which governs requests for confidential treatment.