.

Direct sales of securities at an

ties of an insured institution filiate may only be offered or an office of an insured institun affiliate, if:

commissions are paid to any e or other person;

offers or sales are made by or at the teller counter, or by able persons at comparable lo

fers and sales are made only lar, full-time employees; and he institution issuing the secuin compliance with the Corpo

regulatory capital requireduring the time the offering is except that such compliance is quired for repurchase agreeissued in compliance with -4 of this subchapter.

8 Current and periodic reports. Cach insured institution which n offering circular which beeffective pursuant to this part, such effective date, shall file ne Corporation periodic and cureports on Forms 8-K, 10-Q and as may be required by section 13

Exchange Act (15 U.S.C. 78m) The securities sold by such offerrcular were securities registered ant to section 12 of the Exe Act (15 U.S.C. 781). The duty e periodic and current reports - this section shall be automatisuspended if and so long as any of securities of the insured instiis registered pursuant to section the Exchange Act (15 U.S.C. 781). duty to file under this section also be automatically suspended any fiscal year, other than the - year within which such offering lar became effective, if, at the beng of such fiscal year, the securiof each class to which the offering lar relates are held of record by Chan three hundred persons.

For purposes of registering secus under section 12(b) or 12(g) of Exchange Act, an issuer subject to reporting requirements of parah (a) of this section may use the mission's registration statement Form 10 or Form 8-A or 8-B as apable.

§ 563g.19 Approval of the security.

Any securities of an insured institution which are not exempt under this part and are offered or sold pursuant to an offering circular which becomes effective under this part, are deemed to be approved as to form and terms for purposes of § 563.1 of this subchapter.

§ 563g.20 Form for securities sale report. FEDERAL HOME LOAN BANK BOARD, 1700 G STREET, N.W., WASHINGTON, D.C. 20552

[Form G-12]

Securities Sale Report Pursuant to Section 563g.12

FHLBB No. Issuer's Name: Address:

If in organization, state the date of certification of insurance of accounts:...

State the title, number, aggregate and per-unit offering price of the securities sold:..

State the aggregate and per-unit dollar amounts of actual itemized offering expenses, discounts, commissions, and other fees:.........

State the aggregate and per-unit dollar amounts of the net proceeds raised:..

Describe the use of proceeds. If unknown, provide reasonable estimates of the dollar amount allocated to each purpose for which the proceeds will be used:....

State the number of purchasers of each class of securities sold and the number of owners of record of each class of the issuer's equity securities at the close or termination of the offering:.

For a non-public offering, also state the factual and legal grounds for the exemption claimed (attach additional pages if necessary):..

For a non-public offering, all offering materials used should be listed:....

Person to Contact:....
Telephone No.:.....

...

This issuer has duly caused this securities sale report to be signed on its behalf by the undersigned person.

Date of securities sale report....

Issuer:...... Signature:. Name:.

Title:...

Instruction: Print the name and title of the signing representative under his signa

tures. Ten copies of the securities sale report should be filed, including one copy manually signed, as required under 12 CFR 563g.5.

Attention

Intentional misstatements or omissions of fact constitute violations of Federal law (See 18 U.S.C. 1001 and 12 CFR 563.18(b)).

§ 563g.21 Filing of copies of offering circulars in certain exempt offerings.

A copy of the offering circular, or similar document, if any, used in connection with an offering exempt from the offering circular requirement of § 563g.2 by reason of §§ 563g.3(f) or 563g.4 of this part shall be mailed to the Corporation within 30 days after the first sale of such securities. Such copy of the offering circular, or similar document, is solely for the information of the Corporation and shall not be deemed to be "filed" with the Corporation pursuant to § 563g.2 of this part. The mailing to the Corporation of such offering circular, or similar document, shall not be a pre-condition of the applicable exemption from the offering circular requirements of § 563g.2 of this part.

APPENDIX-EXAMPLES OF INSURANCE COVER

AGE AFFORDED ACCOUNTS IN INSTITUTIONS INSURED BY THE FEDERAL SAVINGS AND LOAN INSURANCE CORPORATION

AUTHORITY: Sec. 5A, 47 Stat. 727, as added by sec. 1, 64 Stat. 256, as amended (12 U.S.C. 1425a); sec. 5B, 47 Stat. 727, as added by sec. 4, 80 Stat. 824, as amended (12 U.S.C. 1425b); sec. 17, 47 Stat. 736, as amended (12 U.S.C. 1437); sec. 5, 48 Stat. 132, as amended (12 U.S.C. 1464); secs. 401-405, 407, 48 Stat. 1255-1260, as amended (12 U.S.C. 1724–1728, 1730); Reorg. Plan No. 3 of 1947, 12 FR 4981, 3 CFR, 1943-48 Comp., p. 1071.

§ 564.1 Settlement of insurance upon default.

(a) General. In the event of a default by an insured institution, the Corporation will promptly determine, from the account contracts and the books and records of the institution, or otherwise, the insured members thereof and the amount of the insured account or accounts of each such member. The Corporation will give to each insured member shown to be such on the books of the insured institution written notice of the time and place of payment of insurance by mail at the last known address as shown by the books of the insured institution. If an insured institution has outstanding at the time of default any account or accounts issued in negotiable instrument form, the Corporation shall, promptly after default, publish (in a newspaper printed in the English language and of general circulation in the city, county, or locality in which the principal office of such insured institution is located) a notice to all account holders of such insured institution of the time and place of payment of insurance.

(b) Amount of insured account. The amount of an insured account is the amount which the insured member would have been entitled to withdraw as of the date of default, plus interest on any savings account accrued to such date or dividends prorated to such date at the announced or anticipated rate without regard to whether such account is subject to any pledge: Provided, That the amount of an insured account shall not include any amount the accural or payment of which is any way contingent or, in the case of a share account, which has not been announced as of the date of de

er the terms of the account. Be of a savings account with a minimum term or a qualifying period that has not expired h date, dividends or interest hall be computed as if the aculd have been withdrawn on without any penalty or rethe rate of earnings. tiple accounts. In the event ed member holds more than Fred account in the same cand the aggregate amount of ounts (including checking aceld in such capacity) exceeds bunt of insurance afforded

2

the insurance coverage will ted among the member's in■ all accounts held in the same on the basis of their vable value as of the date of In the case of individual ache insurance proceeds shall be the holder of the account,

or not the beneficial owner. - case of accounts which are jointly the insurance proceeds

paid to the owners jointly. In e of trust estates the insurance s shall be paid to the indicated - unless otherwise provided for Brust instrument or under State

the case of corporations, partDs and unincorporated associahether or not engaged in an inent activity, the insurance proshall be paid to the indicated

of the account. Where insurDayment is in the form of a erred account, the same rules e applied. Processing of insurance claimslegations of authority. The Dior Acting Director of the InsurDivision of the Office of the Fedavings and Loan Insurance Coron ("Director of the Insurance on") or his or her designee is auDed to give written notice to each ed member of the time and place tlement of insurance, as required ragraph (a) of this section, and ke initial determinations with reto insurance claims pursuant to rinciples set forth in this part. Director or the Acting Director of Office of the Federal Savings and Insurance Corporation or his or designee ("Director") is authorized

to reconsider determinations made by the Director of the Insurance Division and to make determinations on reconsideration with respect to insurance claims pursuant to the principles set forth in this part.

(2) Initial determination. In the event the Director of the Insurance Division shall determine that all or a portion of an accountholder's account is uninsured, the Director of the Insurance Division shall so notify the accountholder in writing, stating the reason(s) for such initial determination, and shall provide the accountholder with a certificate of claim in liquidation in the amount of the uninsured account from the Corporation, in its capacity as receiver for the insured institution in default, to enable the accountholder to share in the proceeds of the liquidation of the institution, if any, up to the amount of the uninsured account. Failure of the accountholder to file with the Director a request for reconsideration pursuant to paragraph (d)(3) of this section shall be deemed to constitute acceptance of the initial determination by the accountholder.

(3) Request for reconsideration—(i) Time for filing. Within 60 days after issuance of an initial determination by the Director of the Insurance Division that all or a portion of an accountholder's account is uninsured, such accountholder may obtain reconsideration of the initial determination by filing with the Director a written request for reconsideration.

(ii) Content of request. Any request for reconsideration must include:

(a) A statement of the facts on which the claim for insurance is based;

(b) A statement of the basis for the initial determination to which the accountholder objects and the alleged error in such determination, including citations to applicable statutes and regulations

(c) Copies of the accountholder's records, maintained in good faith and in the ordinary course of business, which support the accountholder's claim for insurance;

(d) A separate indentification and statement of all facts and matters relied upon by the accountholder seeking reconsideration which were not

previously provided to the Director of the Insurance Division, together with all records maintained in good faith and in the ordinary course of business which support the accountholder's claim for insurance, in the event that reconsideration is sought based on matters not available for consideration by the Director of the Insurance Division at the time of the issuance of the initial determination.

(iii) Procedures for review of request. (a) Within 60 days of the date of the Director's receipt of a request for reconsideration, the Director may request in writing that the accountholder submit additional facts and records in support of its request. If additional information is requested by the Director, the accountholder shall have 45 days from the date of issuance of such written request to provide such additional information. Failure by the accountholder to provide such additional information may, as determined solely by the Director, result in denial of the accountholder's request that the initial determination be reconsidered.

(b) Within 60 days from the date of the Director's receipt of a request for reconsideration, the accountholder may amend or supplement the request in writing. In the event that the accountholder does amend or supplement the request, the provisions of paragraph (d)(3)(iii)(a) of this section with respect to requests for additional information and responses to such requests shall apply with equal force to any such amendment or supplement to a request.

(c) Within 60 days from the last day on which an accountholder may either amend or supplement the request pursuant to paragraph (d)(3)(iii)(b) of this section or submit additional information to the Director pursuant to paragraphs (d)(3)(iii) (a)and (b), whichever is later in time, the Director shall in writing either grant or deny the accountholder's request that the initial determination be reconsidered. In the event that the Director fails to grant or deny the accountholder's request within such 60-day period, the request shall be deemed to be denied for purposes of paragraph (d)(5) of this section.

(iv) Failure to file request results in waiver (a) Complete waiver. If an accountholder does not file a request for reconsideration within the time permitted under this section, any objection to the initial determination by the accountholder is waived.

(b) Partial waiver. If an accountholder does not object to a part of an initial determination in its request for reconsideration within the time permitted under this section, any objection by the accountholder to that part of the initial determination is waived.

(4) Determination on reconsideration. (i) Within 180 days from the date of the Directors' issuance of a grant of a request for reconsideration under paragraph (d)(3)(iii)(c), the Director shall issue a decision regarding the merits of the accountholder's claim for insurance set forth in the request for reconsideration, determining the extent of the accountholder's insurance pursuant to the rules of this part.

(ii) The determination by the Director on reconsideration shall be provided to the accountholder in writing, stating the reason(s) for the determi nation, and shall constitute final agency action regarding the accountholder's claim for insurance.

(iii) If the Director determines that the accountholder is entitled to the amount of insurance claimed or a portion thereof, upon payment of such insurance the accountholder shall

promptly surrender to the Corporation the certificate of claim in liquidation provided in connection with the initial determination. In the event that the Director determines that the accountholder is only entitled to a portion of the amount of insurance claimed, upon the accountholder's surrender of such certificate a new certificate of claim in liquidation will be provided which reflects the revised amount of the uninsured account.

(iv) Failure by the Director to issue a determination on reconsideration of the accountholder's claim for insurance within the 180-day period provided for under this paragraph (d)(4) shall be deemed to be a denial of such claim for purposes of paragraph (d)(5) of this section.

cial review. (i) For purposes judicial review of actions suant to this section, only ving actions shall constitute ncy action regarding an acer's claim for insurance:

- determination on reconsidsued by the Director pursuagraph (d)(4) of this section;

initial determination made rector of the Insurance Diviuant to paragraph (d)(2) of on which was the subject of a For reconsideration filed with tor by the accountholder, if best had been denied by the = pursuant to paragraph (c) of this section. tial determinations made by ctor of the Insurance Division

,

to paragraph (d)(2) of this which are not the subject of for reconsideration filed with ector pursuant to paragraph all in no event be considered itute final agency action rean accountholder's claim for De for purposes of seeking judi

ew of such determinations. ailure by an accountholder to quest for reconsideration with to an initial determination to -it objects shall constitute a y the accountholder to exhaust ilable administrative remedies le to such failure, any objecthe initial determination shall ned to be waived in accordance aragraph (d)(3)(iv) of this secInd such initial determination e deemed to have been accepted e accountholder pursuant to aph (d)(2) of this section.

Effective date. The provisions of aragraph (d) shall apply to all Its for reconsideration filed on or November 29, 1985. With respect quests for reconsideration filed The Director prior to November 185, and where a determination Cot been issued as of that date, requests shall be deemed to have filed on November 29, 1985, and rocedures set forth in this para■ (d) shall apply.

Availability of reconsideration minations. The Corporation shall - available to the public copies of

the Director's determination on reconsideration of insurance claims.

[40 FR 46095, Oct. 6, 1975, as amended at 47 FR 13784, Apr. 1, 1982; 49 FR 36633, Sept. 19, 1984; 49 FR 50027, Dec. 26, 1984; 50 FR 49527, Dec. 3, 1985]

8564.2 General principles applicable in determining insurance of accounts.

(a) General. Section 564.1 of this part provides for determination by the Corporation of the insured members of an insured institution and the amount of their insured accounts. The rules for determining the insurance coverage of accounts in the same insured institution are set forth in the following provisions of this part. Insofar as rules of local law enter into such determinations, the law of the jurisdiction in which the insured institution's principal office is located shall govern.

(b) Records. (1) The account records of the insured institution shall be conclusive as to the existence of any relationship pursuant to which the funds

in the account are invested and on which a claim for insurance coverage is founded. Examples would be trustee, agent, custodian or executor. No claim for insurance based on such a relationship will be recognized in the absence of its disclosure on such records.

(2) If the account records of an insured institution disclose the existence of a relationship which may provide a basis for additional insurance, the details of the relationship and the interests of other parties in the account must be ascertainable either from the records of the association or the records of the account holder maintained in good faith and in the regular course of business.

(3) [Reserved]

(4) The foregoing provisions of this paragraph (b) shall not be applicable with respect to any account evidenced by a certificate of deposit which was issued in negotiable instrument form. Affirmative proof must be offered in all cases to substantiate a claim by the holder of such an account as to the existence of any relationship upon which a claim for insurance coverage is founded.