(1) The total number of shares of stock outstanding for each constituent association on the date of the application. If the association has more than one class of stock or more than one series of stock, the total number of shares in each class and/or series.

(2) On the date of filing the application, description and number of stock options, profit sharing, pension plans, employment contracts, and other employee benefit plans, if any, outstanding of the disappearing association and setting forth the method of handling them upon such merger.

(3) The total number of shares of stock of the corporate holding company whose stock is being used to acquire the assets or the stock of the disappearing association. The latest available market price quotations (closing or bid and ask prices) for the stock of the corporate holding company and each association, and quarterly range of sales of bid and ask prices over the preceding two (2) years, if available, on the basis of any adequate market.

(4) For any stockholder and affiliate, their officers and directors or partners and any associates thereof, who, on the filing date of the application, are known to own of record or beneficially then percent (10%) of the voting stock of any savings and loan holding company:

(5) Total number of shares of stock of the surviving association which will be outstanding on the effective date of the merger.

(6) For any stockholder and affiliate, their officers or directors or partners and any associates thereof, who directly or indirectly will own ten percent (10%) or more of the outstanding stock of any class and/or series of stock which carries a voting right of the surviving association when the merger becomes effective:

(7) For any constituent association that is a mutual association, the total number of voting rights on the filing date of the application. Specify the estimated appropriate number of votes represented by valid proxies held by the management.

(8) For any “person” or “company” who owns of record or beneficially or controls ten percent (10%) or more of the voting proxies or voting rights (on the filing date of the application) of any constituent association that is a mutual association:

(9) For any disappearing association that is a mutual association:

(1) Describe any arrangements or agreements with respect to any affiliate which will be associated with or serving the surviving association or its borrowers.

(1) The number of shares to be acquired by cash purchase, the amount proposed to be paid per share, and in total; the method by which the purchase price was determined and the source of the funds to be applied to the purchase.

(2) The number of shares to be acquired by exchange of stock, the exchange ratio, the method by which the ratio was determined, and classes or series of shares to be exchanged.

(3) The difference, if any, in per share amount of consideration to be paid to holders of various classes of stock, or of the same class.

(4) The latest available market price quotations (closing or bid and ask prices) and trading volume for the stock of each association and each holding company, and quarterly range of sales or bid and asked prices over the preceding two years and trading volume, if available, on basis of an adequate market.

(5) Statement of dividends for each year of the three years prior to the date of the application paid by each of the constituent associations and the dividends paid by the holding company if the holding company stock is to be a consideration in the transaction.

(1) Furnish map showing the location of all offices of each constituent.

(2) Furnish a map showing the authorized lending territories of the surviving and disappearing associations.

(3) A brief summary of the net effect of the proposed merger upon the lending territories of the constituent associations should be provided.

(4) Include a comprehensive discussion setting forth any relevant statistics plus supporting statements as to the effect of this merger on competition for savings and for loans.

(5) Furnish as of December 31 for each of the last three (3) calendar years and for the most recent month available the dollar amount of total assets, total savings, and real estate loans outstanding of the constituent associations, the dollar volume of real estate loans by each such constituent association for the last three (3) calendar years and the current calendar year to the end of the above most recent month.

(6) For constituent associations which are overlapping lending institutions:

(1) A statement of condition of each constituent association as of a date within ninety (90) days prior to the filing date of the application. In addition, the constituent associations shall include an audited statement of condition as of a date within one (1) year of the filing date of the application, in which case the statement of condition as of the end of the latest fiscal year may be unaudited, but the application shall also contain an audited statement of condition as of the end of the preceding fiscal year.

(2) An audited statement of operations of each constituent association for each of the last three fiscal years and an interim unaudited statement of operations for the period between the end of the last fiscal year and the date of the latest statement of condition in the application. If the last fiscal year ended within ninety (90) days prior to the filing date of the application and an audited statement is not available for that fiscal year, there shall be included with the application audited statements of operations for the latest three years available and an unaudited statement of operations for the last fiscal year and following interim period.

(3) A pro forma statement of condition and statement of operations giving effect to the proposed merger. The pro forma statement of condition shall be as of a date within ninety (90) days prior to the filing date of the application and as of the end of the preceding fiscal year. The pro forma statement of operations should cover the year to date period ended within ninety (90) days prior to the filing date of the application and the prior fiscal year.

(4) Any differences from generally accepted accounting principles in the individual and pro forma financial statements which have a material effect on the financial statements shall be fully explained. The amounts and effects of those differences shall be stated.

(5) A calculation of book value per share for each constituent association as of the same dates as the statement of condition referred to in (1) above and pro forma statements of condition referred to in (3) above.

(6) A calculation of the earnings per share on a comparable basis for each constituent association as of the same dates as the statement of operations referred to in (2) above and pro forma statement of operations referred to in (3) above.

(7) If the constituent association is a subsidiary of a corporate holding company, as defined by Section 11500 of the Financial Code, the applicant shall file both unconsolidated financial statements of the parent holding company and consolidated financial statements of the parent holding company and its subsidiaries as follows:

(8) The audited financial statements shall be accompanied by the report of the independent accountant who examined such financial statements and by a letter from each independent accountant, dated not more than five (5) days prior to the date of the application, consenting to the use of his accountant's report in the applications.

(9) When unaudited financial statements are used as the basis for determining the purchase price or value for the exchange, or when requested by the Commissioner, the independent accountant shall perform certain specified procedures with respect to the unaudited financial statements and issue a separate letter to the Commissioner describing the procedures performed. Such procedures as a minimum shall include:

(1) Regarding any special consideration, monetary or otherwise, that has been paid, given, or offered, directly or indirect, to any stockholder, shareholder, directory or officer of any constituent association or of the holding company thereof in connection with the proposed merger or a statement that none has been paid or promised. Include information as to any formal or informal agreements relating to payment of compensation, after consummation of the proposed transaction, in any form, such as salary, bonus or retirement allowance, or consulting fee, showing to what extent and in what manner such information has been or will be disclosed to all stockholders or shareholders of the constituent association. If none, so indicate.

(2) If any person to whom fees or commissions have been or are to be paid in connection with merger is an affiliate or associate, or a holding company of any constituent association, set forth the facts with respect thereto, including but not limited to:

(3) Estimated Expenses. Information as to fees, commissions and expenses paid or incurred by the constituent associations to persons other than these mentioned in (1) and (2) above.

(1) Certified copies of the resolutions of the board of directors of each constituent association authorizing the submission of the application for approval of merger.

(2) If a stockholders' or shareholders' meeting is to be held or stockholders' or shareholders' approval obtained as required under Section 103.211:

(3) Draft of all letters or other communications relating to the merger to be sent to stockholders, shareholders, investment certificate holders, and members. Copies of any proposed tender or exchange offer to stockholders.

(4) Copy of merger agreement, any amendments thereto, and copy of any contract or agreement or any other means of acquisition providing for cash purchase or exchange of stock for the voting shares.

(5) The documents referred to in (2) and (3) above shall not be used until approval of the Commissioner has been obtained. Such approval may be obtained prior to the filing of the application but submission thereof should be accompanied by a statement setting forth the details of the stock acquisition and information required under these regulations unless such information is furnished in the proxy statements.

(1) A copy of the notice that has been sent to each stockholder or shareholder by each constituent association showing the date on which approval of said merger by the stockholders or shareholders took place, which shall be filed ten (10) days after such approval.

(2) Evidence of compliance with the applicable provisions of the Financial Code and the Corporations Code including but not limited to the provisions of each of the following sections of the Financial Code: Section 9207, 9209, 9210, 9213, 9215 and 9216. Applicant shall state the mailing date of notice to stockholders and/or shareholders specified in (1) above.

(3) Where the vote required for the merger has been obtained by written consents, applicant shall attach a copy of the written consent and a certification by the secretary of the association obtaining consent as to the number of consents obtained and the stock or share interest represented thereby.

(4) Copy of proxy statement used by each constituent association.

(5) Copy of proxy and notice of meeting used by each constituent association.

(6) Copy of all letters and other communications relating too the merger sent or proposed to be sent to stockholders, shareholders, investment certificate holders and borrowing members.

(7) A copy of the notice that has been or will be sent to depositors, promptly after consummation of the merger, showing the effective date of the merger and the effect of the merger on the depositor's FSLIC insurance if they are also depositors of any other constituent association.

(8) A statement setting forth the proposed form of the accounting for the merger by the surviving association. The statement shall describe the accounting method to be employed and set forth in reasonable detail the reasons justifying the accounting method and the underlying generally accepted accounting principles including a reference to the substantial authoritative support for such principles.

If the surviving association has a parent company, the accounting method employed by the parent company should be described and any inconsistency with the accounting method employed by the subsidiary association should be fully explained and justified.

This statement may be prepared by management of the surviving association or by the independent accountant, it must contain an opinion that the proposed accounting treatment conforms with generally accepted accounting principles. If the statement is prepared by management of the surviving association, it shall be accompanied by an opinion from the independent certified public accountant who will audit the surviving association, it shall be accompanied by an opinion from the independent certified public accountant who will audit the surviving association that he has reviewed the proposed accounting treatment and concurs that it conforms with generally accepted accounting principles.

(9) The supplement shall be signed and verified that all copies attached are true copies in the same manner as the application by the chief executive officer and chief financial officer of the surviving association.