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Special Alerts

June 28, 2005

TO: CHIEF EXECUTIVE OFFICER (also of interest to Compliance Officer)
SUBJECT: Mutual-to-Stock Conversions
Summary: Attached is important guidance for individuals who are eligible to participate in the initial public offerings of converting mutual banks and savings associations.

Attached is an Investor Alert that was released at a June 28, 2005, joint press conference held by the Securities and Exchange Commission (SEC), the Federal Deposit Insurance Corporation (FDIC), and the Office of Thrift Supervision. This Investor Alert provides useful information on mutual-to-stock conversions and highlights key concepts that eligible depositors need to be mindful of when participating in the initial public offering of a converting mutual bank or savings association.

When a bank or savings association converts from mutual to stock form, the financial institution (or holding company) generally issues stock in an initial public offering (IPO). During this conversion, eligible depositors of the financial institution have a unique opportunity to participate and purchase shares, because federal and state banking regulations require that the bank or savings association give depositors first priority to purchase the stock over all other interested investors. But, as several SEC enforcement actions in this area confirm, ineligible investors periodically attempt to circumvent these regulations and illegally participate in the mutual bank or savings association conversion.

Eligible depositors who enter into agreements that allow ineligible investors to participate in the initial public offering of a converting mutual bank or savings association may be violating state and federal banking laws. Moreover, eligible depositors should be aware that, by entering into such agreements, they may be violating these laws themselves and may be subject to civil enforcement actions or criminal prosecution.

For your reference, FDIC Special Alerts may be accessed from the FDIC's Web site at www.fdic.gov/news/news/SpecialAlert/2005/index.html. To learn how to automatically receive FDIC Special Alerts through e-mail, please visit www.fdic.gov/about/subscriptions/index.html.

Michael J. Zamorski
Division of Supervision and Consumer Protection

Attachment: "Mutual-to-Stock" Conversions: Tips for Investors

Distribution: FDIC-Supervised Banks (Commercial and Savings)

NOTE: Paper copies of FDIC Special Alerts may be obtained through the FDIC's Public Information Center, 801 17th Street, NW, Room 100, Washington, DC 20434 (1-877-275-3342 or (703) 562-2200).

Last Updated 6/28/2005 communications@fdic.gov