2010 Washington Fly-In R E GULATORY REFORM UPDATE Buz Gorman Margaret Liu John Ryan March 22-23, 2010

2010 Washington Fly-In 2 Percentage of Charters by Authority As of 12/31/2009 9% OTS 18% OCC

2010 Washington Fly-In 3 Numbers of Charters by Authority STATE % OCC % OTS % TOTALSChange 12/31/20095,855 73% 1,465 18% 701 9% 8, /31/20086,034 73% 1,540 19% 740 9% 8, /31/20066,216 71% 1,723 20% 768 9% 8,707-1,046 12/31/20006,607 68% 2,231 23% 915 9% 9,753-1,952 12/31/19957,676 66% 2,858 24% 1,171 10% 11,705-1,662 12/31/19928,388 63% 3,593 27% 1,386 10% 13,367

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M&A Deals Summary

2010 Washington Fly-In Announced Bank M&A Transactions

2010 Washington Fly-In Bank M&A Transactions Currently Pending

2010 Washington Fly-In Completed Bank M&A Transactions

2010 Washington Fly-In Terminated Bank M&A Transactions

2010 Washington Fly-In Capital Offerings Summary

2010 Washington Fly-In Announced Bank Capital Offerings

2010 Washington Fly-In Pending Bank Capital Offerings

2010 Washington Fly-In House Wall Street Reform and Consumer Protection Act of 2009 Approved by House 223 to 202Senate Latest Dodd Bill released last Monday Over 1,300 pages Mark-Up begins Monday afternoon Chairman Dodd’s Goal: report out before the end of this week Financial Regulatory Reform

2010 Washington Fly-In Financial Stability and Prudential Supervision HouseCombines OCC and OTS No change to FDIC safety and soundness responsibilities over state-chartered banks SenateEliminates thrift charter; eliminates OTS Fed oversees (and assesses exam fees on) All bank and thrift holding companies above $50 billion Non-bank financial holding companies identified as systemically significant

2010 Washington Fly-In Financial Stability and Prudential Supervision Senate(cont’d) Fed loses supervisory responsibility for state-member banks Fed retains rulemaking authority for state- member banks FDIC becomes primary federal regulator for: All state-chartered banks State bank holding companies $50 billion and under

2010 Washington Fly-In Financial Stability and Prudential Supervision Senate(cont’d) OCC gains supervisory authority over: Federal thrifts Non-bank affiliates National bank and thrift holding companies $50 billion and under State and National Bank “Exam Fee Parity” - OCC to propose to FDIC an amount to be transferred to subsidize OCC’s supervision of depositories at or below $50 billion

2010 Washington Fly-In Financial Stability and Prudential Supervision HouseCreates Financial Stability Oversight Council (“FSOC”) Includes a state banking commissioner as a non-voting member SenateCreates Financial Stability Oversight Council (“FSOC”) No state banking commissioner representation on FSOC Establishes Office of Financial Research in Treasury and supporting FSOC

2010 Washington Fly-In HouseProvides for emergency stabilization for systemically significant firms in receivership TARP-like authority to support solvent institutions outside of resolution process Financial Stability and Prudential Supervision SenateDoes not contain similar provisions

2010 Washington Fly-In HouseExercise of Fed’s section 13(3) authority must be “broadly available” and requires Treasury concurrence Financial Stability and Prudential Supervision SenateFed’s section 13(3) authority limited to systemically significant industry utilities or broad-based programs Fed, in consultation with Treasury, to develop emergency lending policies and procedures

2010 Washington Fly-In HouseRequires 2/3 vote of the Fed and FDIC plus written determination by Treasury FDIC is receiver Financial Stability and Prudential Supervision SenateRequires 2/3 vote of Fed and FDIC Requires finding by 3-judge special bankruptcy panel that firm is in default or in danger of default FDIC is receiver

2010 Washington Fly-In HousePre-funded up to $150 billion by assessments on companies with at least $50 billion in assets Financial Stability and Prudential Supervision SenatePre-funded up to $50 billion by assessments on companies with at least $50 billion in assets

2010 Washington Fly-In HouseNone Financial Stability and Prudential Supervision Senate“Exam Fee Parity” provision requires OCC to propose to the FDIC an amount for FDIC to transfer to the OCC to promote exam fee parity between state and federally-chartered depostitories.

2010 Washington Fly-In HouseCreates CFPA as independent agency CFPA starts with single Director and then replaced with 5-member Commission Oversight Board includes SLC Chair Consumer Financial Protection SenateCreates Bureau of Consumer Financial Protection located within – but autonomous from - - Fed Bureau headed by Director named by President and confirmed by Senate

2010 Washington Fly-In Consumer Financial Protection SenatePrimary federal rulemaking, examination and enforcement authority under long list of federal financial consumer protection laws House

2010 Washington Fly-In Consumer Financial Protection SenateCovered entities: Depositories Non-depository mortgage businesses Other larger non-depositories providing consumer financial services and/or products as determined by Bureau and FTC HouseCovered entities Depositories Non-depositories providing consumer financial services and/or products (unless explicitly exempted)

2010 Washington Fly-In HouseFor banks at $10 billion or under, federal exam responsibility stays with federal safety and soundness agency Consumer Financial Protection SenateContains similar provision

2010 Washington Fly-In HouseCFPA required to coordinate with state regulators on rulemaking and examinations Risk-focused supervision to consider quality and extent of state regulation Consumer Financial Protection SenateBureau required to coordinate with state regulators on examinations Risk-focused supervision to consider consumer protections under existing law

2010 Washington Fly-In HouseCFPA required to develop registration regime for non-depository covered persons CFPA required to coordinate with states and state systems Consumer Financial Protection SenateBureau required to develop registration regime for non-depository covered persons Bureau required to coordinate with states and state systems

2010 Washington Fly-In HouseFederal standards are “floor not ceiling” to tougher state consumer protection standards Limited case-by-case carve out for national banks & federal thrifts based on Barnett “prevents or significantly interferes with” standard Consumer Financial Protection SenateFederal standards are “floor not ceiling” to tougher state consumer protection standards Limited case-by-case carve out for national banks & federal thrifts explicitly referencing Barnett decision

2010 Washington Fly-In Specific Issues Expanding State-Federal Coordination Mandated state-federal coordination across prudential and consumer protection functions Role of Federal Reserve Preserving Fed supervision over state-member banks and protecting the role of the Reserve Banks Ongoing advocacy through CSBS statements and letters, national and regional media, and partners (ICBA, ABA, dialogue with Reserve Banks and Board of Governors)

2010 Washington Fly-In Pre-emption Continue advocacy through CSBS Statements and letters, national and regional media, and partners (NGA, Attorneys General, Consumer Groups) Constant vigilance against efforts to expand national bank pre-emption and erode state enforcement authorities Lending Limits Need to strike language from Senate Bill Specific Issues

2010 Washington Fly-In De Novo Branching and Closing the Thrift Loophole in the Deposit Cap ICBA neutral on branching Push back from state banking trades Specific Issues

2010 Washington Fly-In Thank You