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Statement of Changes in Beneficial Ownership (Form F-8)

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Statement of Changes in Beneficial Ownership (Form F-8)

    FEDERAL DEPOSIT INSURANCE CORPORATION OMB APPROVAL WASHINGTON, DC. 20429

     OMB NUMBER: 3064-0030 EXPIRES: 8-31-06 Estimated burden hours per response ā€¦0.5

    FORM 4

    STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

    FDIC FORM 6800/04 (5-04)

    (12 C.F.R. 335.612)

THE FDIC IS AUTHORIZED TO SOLICIT THE INFORMATION REQUIRED BY THIS FORM PURSUANT TO SECTIONS 12(i), 16(a)

    and 23(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AND THE RULES AND REGULATIONS THEREUNDER.

SEC RULES REFERENCED IN THIS FORM APPEAR AT 17 CFR ??240.16a-1 THROUGH 16e-1.

DISCLOSURE OF INFORMATION SPECIFIED ON THIS FORM IS MANDATORY. THE INFORMATION WILL BE USED FOR THE

    PRIMARY PURPOSE OF DISCLOSING THE TRANSACTIONS AND HOLDINGS OF DIRECTORS, OFFICERS, AND BENEFICIAL

    OWNERS OF REGISTERED COMPANIES. INFORMATION DISCLOSED WILL BE A MATTER OF PUBLIC RECORD AND

    AVAILABLE FOR INSPECTION BY MEMBERS OF THE PUBLIC. THE FDIC CAN USE IT IN INVESTIGATIONS OR LITIGATION

    INVOLVING THE FEDERAL SECURITIES LAWS OR OTHER CIVIL, CRIMINAL, OR REGULATORY STATUTES OR PROVISIONS,

    AS WELL AS FOR REFERRAL TO OTHER GOVERNMENTAL AUTHORITIES AND SELF-REGULATORY ORGANIZATIONS.

    FAILURE TO DISCLOSE REQUIRED INFORMATION MAY RESULT IN CIVIL OR CRIMINAL ACTION AGAINST PERSONS

    INVOLVED FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS AND RULES.

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF THE INFORMATION CONTAINED IN THIS FORM

    ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENT, VALID OMB CONTROL NUMBER.

FDIC 6800/04 (5-04)

    GENERAL INSTRUCTIONS

1. When Form Must be Filed

     (a) This form must be filed on or before the end of the second business day following the day on which a transaction resulting in a change in beneficial ownership has been executed (See SEC Rule 16a-1(a)(2) and Instruction 4 regarding the meaning of "beneficial owner," and SEC Rule 16a-3(g) regarding determination of the date of execution for specified transactions). This form and any amendment is deemed filed with the FDIC upon electronic receipt on business days during the hours of 8:00 a.m. until 10:00 p.m. Eastern Standard Time or Eastern Daylight Saving Time, whichever is currently in effect. A form received after these business hours will be deemed filed at 8:00 a.m. on the following business day. If this form is submitted through FDICconnect on a non-business day, it will be deemed filed at 8:00 a.m. on the following business day. Business days include all weekdays that are not Federal holidays. A paper form submitted by a reporting person that has obtained a hardship exemption under applicable FDIC rules will be deemed filed with the FDIC on the date it is received by the FDIC. If this form is required to be filed on an exchange, this form and any amendment is deemed filed with the exchange on the date it is received by the exchange.

     (b) A reporting person no longer subject to Section 16 of the Securities Exchange Act of 1934 ("Exchange Act") must check the exit box appearing on this Form. However, Form 4 and Form 5 obligations may continue to be applicable. See SEC Rule 16a-3(f); see also SEC Rule 16a-2(b) (transactions after termination of insider status). Form 5 transactions to date may be included on this Form and subsequent Form 5 transactions may be reported on a later Form 4 or Form 5, provided all transactions are reported by the required date.

     (c) A separate Form shall be filed to reflect beneficial ownership of securities of each bank.

     (d) If a reporting person is not an officer, director, or 10 percent holder, the person should check "other" in item 6 (Relationship of Reporting Person to Issuer) and describe the reason for reporting status in the space provided.

2. Where Form Must be Filed

     (a) A reporting person must file Form 4 in electronic format using the secure, Internet based, FDICconnect Business Center to access the interagency Beneficial Ownership Filings system, except that a filing person that has obtained a hardship exemption under applicable FDIC rules (see Section 335.801(b) may file the form in paper format. For information and answers to questions regarding beneficial ownership and the completion and filing of the forms, please contact the FDIC Division of Supervision and Consumer Protection, Accounting and Securities Disclosure Section, 550 th17 Street, N.W., Washington, D.C. 20429. For technical questions or problems relating to the use of FDICconnect or Designated Coordinator registration, contact FDICconnect toll-free at 877-275-3342 or via

    E-mail at FDICconnect@fdic.gov.

     (b) At the time this form or any amendment is filed with the FDIC, file one copy with each Exchange on which any class of securities of the bank is registered. If the bank has designated a single Exchange to receive Section 16 filings, the copy shall be filed with that Exchange only.

     (c) Any person required to file this form or an amendment shall, not later than the time the form or amendment is transmitted for filing with the FDIC, send or deliver a copy to the person designated by the bank to receive the copy or, if no person is so designated, the bank's corporate secretary (or person performing similar functions) in accordance with SEC Rule 16a-3(e).

Note: If filing pursuant to a hardship exemption under FDIC rules, file three copies of this form or any amendment, at

    least one of which is signed, with the FDIC in accordance with applicable rules. (Acknowledgement of receipt by the agency may be obtained by enclosing a self-addressed stamped postcard or envelope identifying the form or amendment filed.)

3. Class of Securities Reported

FDIC 6800/04 (5-04) Page 2

     (a) Persons reporting pursuant to Section (16(a) of the Exchange Act must report each transaction resulting in a change in beneficial ownership of any class of equity securities of the bank and the beneficial ownership of that class of securities following the reported transaction(s), even though one or more of such classes may not be registered pursuant to Section 12 of the Exchange Act.

     (b) The title of the security should clearly identify the class, even if the bank has only one class of securities outstanding; for example: "Common Stock," "Class A Common Stock," and "Class B Convertible Preferred Stock," etc.

     (c) The amount of securities beneficially owned should state the face amount of debt securities (U.S. Dollars) or the number of equity securities, whichever is appropriate.

4. Transactions and Holdings Required to be Replaced

     (a) General Requirements

     (i) Report, in accordance with Rule 16a-3(g): (1) all transactions not exempt from Section 16(b); (2) all transactions exempt from Section 16(b) pursuant to ?240.16b-3(d), ?240.16b-3(e), or ?240.16b-3(f); and (3) all exercises and conversions of derivative securities, regardless of whether exempt from Section 16(b) of the Act. Every transaction must be reported even though acquisitions and dispositions are equal. Report total beneficial ownership following the reported transaction(s) for each class of securities in which a transaction was reported.

Note: The amount of securities beneficially owned following the reported transaction(s) specified in Column 5 of Table I

    and Column 9 of Table II should reflect holdings reported or required to be reported by the date of the form. Transactions and holdings eligible for deferred reporting on Form F-8A need not be reflected in the total unless the transactions were reported earlier or are included on this form.

     (ii) Each transaction should be reported on a separate line. Transaction codes specified in Instruction 8 should be used to identify the nature of the transaction resulting in an acquisition or disposition of a security. A deemed execution date must be reported in Column 2A of Table I or Column 3A of Table II only if the execution date for the transaction is calculated pursuant to ?240.16a-3(g)(2) or ?240.16a-3(g)(3).

Note: Transactions reportable on Form F-8 may, at the option of the reporting person, be reported on a Form F-8 filed

    before the due date of the Form F-8A (See instruction 8 for the code for voluntarily reported transactions).

     (b) Beneficial Ownership Reported (Pecuniary Interest)

     (i) Although for purposes of determining status as a ten percent holder, a person is deemed to beneficially own securities over which that person exercises voting or investment control (See SEC Rule 16a-1(a)(1)), for reporting transactions and holdings, a person is deemed to be the beneficial owner of securities if that person has the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the securities ("pecuniary interest"). See

    SEC Rule 16a-1(a)(2). See also SEC Rule 16a-8 for the application of the beneficial ownership definition to trust holdings and transactions.

     (ii) Both, direct and indirect beneficial ownership of securities shall be reported. Securities beneficially owned directly are those held in the reporting person's name or in the name of a bank, broker, or nominee for the account of the reporting person. In addition, securities held as joint tenants, tenants in common, tenants by the entirety, or as community property are to be reported as held directly. If a person has a pecuniary interest by reason of any contract, understanding, or relationship (including a family relationship or arrangement), in securities held in the name of another person, that person is an indirect beneficial owner of the securities. See SEC Rule 16a-1(a)(2)(ii) for certain indirect beneficial ownerships.

     (iii) Report transactions in securities beneficially owned directly on a separate line from those beneficially owned indirectly. Report different forms of indirect ownership on separate lines. The nature of indirect ownership shall be stated as specifically as possible; for example: "By Self as Trustee for X," "By Spouse," "By X Trust," "By Y Corporation," etc.

FDIC 6800/04 (5-04) Page 3

     (iv) In stating the amount of securities acquired, disposed of, or beneficially owned indirectly through a partnership, corporation, trust or other entity, report the number of securities representing the reporting person's proportionate interest in transactions conducted by that entity or holdings of that entity. Alternatively, at the option of the

    reporting person, the entire amount of the entity's interest may be reported (See SEC Rule 16a-1(a)(2)(ii)(B) and SEC Rule 16a-1(a)(2)(iii)).

     (v) Where more than one beneficial owner of the same equity securities must report transactions on Form 4, such owners may file Form 4 individually or jointly. Joint and group filings may be made by any designated beneficial owner. Transactions with respect to securities owned separately by any joint or group filer are permitted to be included in the joint filing. Indicate the name and address of the designated reporting person in Item 1 of Form 4 and attach a list of the names and addresses of each other reporting person. Joint and group filings must include all the required information for each beneficial owner, and such filings must be signed by each beneficial owner, or on behalf of such owner by an authorized person. Use the Filer Information screen in the interagency Beneficial Ownership Filings system to submit additional joint or group filers' names and related filing information required by this form.

    If this form is being filed in paper format pursuant to a hardship exemption and the space provided for signatures is insufficient, attach a signature page. If this form is being filed in paper format, submit any attached listing of names or signatures on another Form 4, copy of Form 4 or separate page of 8 ? by 11 inch white paper, indicate the number of pages comprising the report (form plus attachments) at the bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of 3), and include the name of the designated filer and information required by Items 2 and 3 of the form on the attachment.

See SEC Rule 16a-3(i) regarding signatures.

     (c) Non-Derivative and Derivative Securities

     (i) Report acquisitions or dispositions and holdings of non-derivative securities in Table I. Report acquisitions or dispositions and holdings of derivative securities (e.g., puts, calls, options, warrants, convertible securities, or other rights or obligations to buy or sell securities) in Table II. Report the exercise or conversion of a derivative security in Table

    II (as a disposition of the derivative security) and report in Table I the holdings of the underlying security. Report acquisitions or dispositions and holdings of derivative securities that are both equity securities and convertible or exchangeable for other equity securities (e.g., convertible preferred securities) only in Table II.

     (ii) The title of the derivative security and the title of the equity security underlying the derivative security should be shown separately in the appropriate columns in Table II. The" puts" and "calls" reported in Table II include, in addition to separate puts and calls, any combination of the two, such as spreads and straddles. In reporting an option in Table II, state whether it represents a right to buy, a right to sell, an obligation to buy, or an obligation to sell the equity securities

    subject to the option.

     (iii) Describe in the appropriate columns in Table II characteristics of derivative securities, including title, exercise or conversion price, date exercisable, expiration date, and the title and amount of securities underlying the derivative security. If the transaction reported is a purchase or sale of a derivative security, the purchase or sale price of

    that derivative security shall be reported in column 8. If the transaction is the exercise or conversion of a derivative security, leave column 8 blank and report the exercise or conversion price of the derivative security in column 2.

     (iv) Securities constituting components of a unit shall be reported separately on the applicable table (e.g., if a unit has a non-derivative security component and a derivative security component, the non-derivative security component shall be reported in Table I and the derivative security component shall be reported in Table II). The relationship between individual securities comprising the unit shall be indicated in the space provided for explanation of responses. When securities are purchased or sold as a unit, state the purchase or sale price per unit and other required information regarding the unit securities.

5. Price of Securities

     (a) Prices of securities shall be reported in U.S. dollars on a per share basis, not an aggregate basis, except that the aggregate price of debt shall be stated. Amounts reported shall exclude brokerage commissions and other costs of execution.

    FDIC 6800/04 (5-04) Page 4

     (b) If consideration other than cash was paid for the security, describe the consideration, including the value of the consideration, in the space provided for explanation of responses.

6. Additional Information

     (a) If space provided in the line items on Form 4 is insufficient, identify and enter additional information under Explanation of Responses.

     (b) If the space provided in the line items on the paper Form 4 or space provided for additional comments is insufficient, attach another Form 4, a copy of Form 4 or a separate sheet of 8 ? by 11 inch white paper to Form 4, completed as appropriate to include the additional comments. Each attached page must include information required in Items 1, 2 and 3 of the form. The number of pages comprising the report (form plus attachments) shall be indicated at the bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of 3).

     (c) If one or more exhibits are included with the form, provide a reference to such exhibit(s) under Explanation of Responses. If the exhibit is being filed in paper format pursuant to a hardship exemption under applicable FDIC rules, place the designation ā€œPā€ (paper) next to the name of the exhibit in the exhibit reference.

     (d) If additional information is not reported in this manner, it will be assumed that no additional information was provided.

7. Signature

     (a) If the form is filed for an individual, it shall be signed by that person or specifically on behalf of the individual by a

    person authorized to sign for the individual. If signed on behalf of the individual by another person, the authority of such person to sign the form shall be confirmed to the FDIC in writing in an attachment to the form, or as soon as practicable in an amendment by the individual for whom the form is filed, unless such a confirmation still in effect is on file with the FDIC.

    The confirming statement need only indicate that the reporting person authorizes and designates the named person(s) to file the form on the reporting person's behalf and state the duration of the authorization.

     (b) If the form is filed for a corporation, partnership, trust or other entity, the capacity in which the individual signed shall be set forth (e.g., John Smith, Secretary, on behalf of X Corporation).

8. Transaction Codes

     Use the codes listed below to indicate in Table I, Column 3 and Table II, Column 4 the character of the transaction reported. Use the code that most appropriately describes the transaction. If the transaction is not specifically listed, use transaction Code "J" and describe the nature of the transaction in the space for Explanation of Responses. If a transaction is voluntarily reported earlier than required, place "V" in the appropriate column to so indicate; otherwise, the column should be left blank. If a transaction involves an equity swap or instrument with similar characteristics use transaction Code "K" in addition to the code(s) that most appropriately describes the transaction (e.g., "S/K" or "P/K").

     General Transaction Codes

     P - Open market or private purchase of non-derivative or derivative security

     S - Open market or private sale of non-derivative or derivative security

     V - Transaction voluntarily reported earlier than required

     Rule 16b-3 Transaction Codes

     A - Grant, award, or other acquisition pursuant to SEC Rule 16b-3(d)

     D - Disposition to the issuer of bank equity securities pursuant to SEC Rule 16b-3(e)

     F - Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or

    vesting of a security issued in accordance with SEC Rule 16b-3 FDIC 6800/04 (5-04) Page 5

     I - Discretionary transaction in accordance with SEC Rule 16b-3(f) resulting in acquisition or disposition of issuer

    securities

     M - Exercise or conversion of derivative security exempted pursuant to SEC Rule 16b-3

     Derivative Securities Codes (Except for transactions exempted pursuant to SEC rule 16b-3)

    C - Conversion of derivative security

     E - Expiration of short derivative position

     H - Expiration (or cancellation) of long derivative position with value received

     O - Exercise of out-of-the-money derivative security

     X - Exercise of in-the-money or at-the-money derivative security

     Other Section 16(b) Exempt Transaction and Small Acquisition Codes (except for Rule 16b-3 codes above)

     G - Bona fide gift

     L - Small acquisition under SEC Rule 16a-6

     W - Acquisition or disposition by will or laws of descent and distribution

     Z - Deposit into or withdrawal from voting trust

     Other Transaction Codes

     J - Other acquisition or disposition (describe transaction)

     K - Transaction in equity swap or instrument with similar characteristics

     U - Disposition pursuant to a tender of shares in a change of control transaction

    9. Amendments

     (a) If this form is filed as an amendment in order to add one or more lines of ownership information to Table I or Table

    II of the form being amended, provide each line being added, together with one or more footnotes under Explanation of

    Responses, as necessary, to explain the addition of the line or lines. Do not repeat lines of ownership information that

    were disclosed in the original form and are not being amended.

     (b) If this form is filed as an amendment in order to amend one or more lines of ownership information that already

    were disclosed in Table I or Table II of the form being amended, provide the complete line or lines being amended, as

    amended, together with notes under Explanation of Responses as necessary to explain the amendment of the line or lines.

    Do not repeat lines of ownership information that were disclosed in the original form and are not being amended.

     (c) If this form is filed as an amendment for any other purpose other than or in addition to the purpose described in

    items (a) or (b) of this General Instruction 9, provide one or more notes under Explanation of Responses, as necessary, to

    explain the amendment.

    FDIC 6800/04 (5-04) Page 6

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