Board of Directors
Richmond County Savings Bank
1214 Castleton Avenue
Staten Island, New York 10310
Board of Directors:
The notice of intent to convert from mutual to stock form filed on behalf of Richmond County
Savings Bank, Staten Island, New York ("Bank") has been reviewed by the Federal Deposit
Insurance Corporation ("FDIC") pursuant to Section 303.15 of the FDIC Rules and Regulations, 12
C.F.R. 303.15. As described in the notice, the Bank proposes to convert from a New York chartered
mutual savings bank to a New York chartered stock savings bank.
The FDIC has relied on information provided in the Bank's notice of conversion and the
accompanying business plan in reaching, its decision. It is anticipated that any planned material
deviations from the business plan, such as a return of capital will be provided to the FDIC in advance
of such an event. Based on the information and representations presented, the FDIC plans to issue
a letter of non-objection to the proposed conversion transaction provided that the bank satisfies the
following, conditions:
1. The Bank must execute the enclosed Tolling, Agreement and deliver it to this office on or
before January 15, 1998,
2. The Bank must submit final disclosure materials acceptable to the FDIC Division of
Supervision, Registration and Disclosure Section;
3. The Bank must provide written evidence that its Plan of Conversion has been approved by
the affirmative vote of a majority of the votes eligible to be cast at a special meeting of the
Bank's voting participants,
4. Organizers of the Richmond County Savings Foundation ("Foundation") must commit in
writing to the following provisions:
(a) Common stock of Richmond County Financial Corporation held by the
Foundation shall he voted by the Foundation at the same ratio as all other shares
voted on each and every proposal considered by the stockholders of Richmond
County Financial Corporation,
(b) The Foundation shall be subject to examination by the FDIC;
(c) The Foundation shall comply with all supervisory directives imposed by the
FDIC;
(d) The Foundation shall operate in accordance with written policies adopted by the
Foundation's Board of Directors, including adopting a conflict of interest policy
acceptable to the FDIC; and
(e) The Foundation shall provide a proposed operating plan prior to conversion and
annual reports thereafter describing grants made and grant recipients;
5. The Bank must advise this office of the results of the subscription offering and deliver
an updated appraisal that:
(a) Takes the results of the subscription offering into account,
(b) discuss any material occurrences during the subscription period; and
(c) explains any orders that may have been rejected.
6. The Bank must receive final approval from the New York State Banking Department
for its establishment as a stock savings bank.
Provided the Bank meets the foreclosure conditions and that the FDIC is satisfied with the appraiser's
determination in the updated appraisal that the results of the subscription offering represent fair
value for the Bank, the FDIC will issue a letter of nonobjection to the proposed conversion
transaction.
Sincerely,
Cary H. Hiner
Associate Director
Enclosure
cc Douglas P. Faucette
Muldoon, Murphy & Faucette
5101 Wisconsin Avenue, NW
Washington, D.C 20016
Tolling Agreement
by and between
Richmond County Savings Bank
Staten Island, New York.
and
The Federal Deposit Insurance Corporation
The undersigned parties hereby agree as follows:
1. The time in which the Federal Deposit Insurance Corporation ("FDIC") may act to object to the
notice of the proposed conversion of Richmond County Savings Bank ("Bank") to stock
ownership filed with the FDIC on October 3, 1997, pursuant to section 303.15 of the FDIC
Rules and Regulations ("Notice"). is hereby extended from February 3, 1998, until 30 days after
the Bank advises the FDIC of the results of the subscription offering and delivers an appraisal
that
(a) takes into account the results of the subscription offering;
(b) discusses any material occurrences during the subscription period, and
(c) explains any orders that may have been rejected
2. Any action taken by the FDIC on the aforementioned Notice during the extension period
described in paragraph 1 shall have the same force and effect as if it were taken by the FDIC
before February, 3, 1998, and shall not be challenged by the Bank or anyone associated with it
solely for having been taken during the extension period described above in paragraph 1.
Dated
Richmond County Savings Bank
Dated
Federal Deposit Insurance Corporation
