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Goldman Sachs Bank USA (Proposed)

FEDERAL DEPOSIT INSURANCE CORPORATION

In Re: Goldman Sachs Bank USA (Proposed)
Salt Lake City, Salt Lake County, Utah
Application for Federal Deposit Insurance
(Bank Insurance Fund)

ORDER

The undersigned, acting on behalf of the Board of Directors pursuant to delegated authority, has fully considered all available facts and information relevant to the factors of Section 6 of the Federal Deposit Insurance Act relating to the application for Federal deposit insurance for Goldman Sachs Bank USA (the Bank), a proposed new Utah industrial loan corporation to be located at 295 Chipeta Way, Salt Lake County, Utah, and has concluded that the application should be approved.

Accordingly, it is hereby ORDERED, for the reasons set forth in the attached Statement, that the application submitted by the Bank for Federal deposit insurance be and the same hereby is approved subject to the following conditions:

1. That beginning paid-in capital funds of not less than $22,500,000 be provided, and that a ratio of Tier 1 Leverage Capital to total assets of not less than 8 percent will be maintained throughout the first three years of operation;

2. That, prior to opening of the Bank, the Bank will employ a Chief Financial Officer acceptable to the appropriate FDIC Regional Director;

3. That any changes in proposed management or proposed ownership (10 percent or more of stock), including new-acquisitions of or subscriptions to 10 percent or more of stock, will render this commitment null and void unless such proposal is approved by the appropriate FDIC Regional Director prior to opening of the Bank;

4. That any establishment of a stock benefit plan within the first three years of the Bank's operation will be in conformance with the FDIC's Statement of Policy and subject to review and approval by the appropriate FDIC Regional Director prior to its implementation;

5. That the Bank will operate within the parameters of the business plan submitted to the FDIC. Furthermore, during the first three years of operations, the Bank will notify the Regional Director of any proposed major deviation or material change from the submitted plan 60 days before consummation of the change;

6. That, prior to the payment of any dividends during the first three years of operations, the Bank will obtain the prior approval of the appropriate FDIC Regional Director;

7. That the Bank's board of directors shall be composed of a majority of outside directors;

8. That the Bank will obtain an audit of financial statements by an independent public accountant annually for at least the first three years after deposit insurance is effective, furnish a copy of any reports by the independent auditor (including any management letters) to the appropriate FDIC Regional Director within 15 days after their receipt by the Bank and notify the Regional Director within 15 days when a change in its independent auditor occurs;

9. That Federal deposit insurance shall not become effective unless and until the applicant has been established as an industrial loan company (not a member of the Federal Reserve System), that it has authority to conduct a banking business, and that its establishment and operation as an industrial loan company have been fully approved by the appropriate State Authority;

10. That until the conditional commitment herein granted becomes effective, the FDIC shall have the right to alter, suspend or withdraw said commitment should any interim development be deemed to warrant such action; and

11. That if Federal deposit insurance has not become effective within 12 months from the date of this ORDER, or unless, in the meantime, a request for an extension of time has been approved by the FDIC, the consent granted herein shall expire at the end of the said twelve-month period.

Dated at Washington, D.C. this 21st day of July 2003

BY: Lisa K. Roy
Associate Director
Division of Supervision and Consumer Protection


FEDERAL DEPOSIT INSURANCE CORPORATION

In Re: Goldman Sachs Bank USA (Proposed)
Salt Lake City, Salt Lake County, Utah
Application for Federal Deposit Insurance
(Bank Insurance Fund)

STATEMENT

Pursuant to the provisions of Section 5 of the Federal Deposit Insurance Act (12 U.S.C. 1815), an application for Federal deposit insurance has been filed for Goldman Sachs Bank USA (the Bank), a proposed new Utah industrial loan corporation, to be located at 295 Chipeta Way, Salt Lake County, Utah.

The Bank's top-tier parent, Goldman Sachs Group, Inc., (Goldman Sachs) is a publicly held Delaware corporation and a leading global investment banking, securities and investment management firm.

The Bank intends to provide deposit and loan products to high net-worth clients and employees of Goldman Sachs. The Bank will rely on its parent organization for a wide array of services for operations and information technology. In addition to adopting formal written operating policies, the Bank will ensure that all inter-company transactions are conducted at arms length and within regulatory statutes and guidelines, including the maintenance of an independent board of directors.

For the purposes of this proposal, capital is adequate, projections for future earnings prospects are favorable, management is considered satisfactory, and the investment in fixed assets is reasonable. Corporate powers to be exercised are consistent with the purpose of the Federal Deposit Insurance Act. Any and all formal objections to this proposal have been resolved and no undue risk to the insurance fund is apparent.

Accordingly, based upon careful evaluation of all available facts and information, the Associate Director, acting under delegated authority, has concluded that approval of the application is warranted, subject to certain prudential conditions.

ASSOCIATE DIRECTOR
DIVISION OF SUPERVISION AND CONSUMER PROTECTION FEDERAL DEPOSIT INSURANCE CORPORATION



Last Updated 03/24/2011 Legal@fdic.gov