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Amalgamated Bank

FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: Amalgamated Bank (f/n/a Amalgamated Bank of New York)
New York, New York
Application for Consent to Indirectly Acquire and Hold an Equity Investment in a Foreign Financial Entity to be Organized Under the Laws of the Republic of Ireland

ORDER

The undersigned, acting under delegated authority, has fully considered all available facts and information relevant to the application of Amalgamated Bank, New York, New York ("Amalgamated"), for consent to hold, via a wholly-owned subsidiary, an equity investment in AmErin Partners, Dublin, Ireland, ("AmErin"), a foreign financial entity, and has concluded that the application should be approved.

Accordingly, it is hereby ORDERED, that the application submitted by Amalgamated for consent to acquire and hold an equity investment in AmErin be and the same hereby is approved, subject to the following conditions:

1. The bank shall obtain all necessary and final approvals from the appropriate state, federal, and foreign authorities.

2. The consent granted herein is based on facts, circumstances, and commitments presented to the FDIC in connection with this request, and upon the FDIC continuing to have the ability it currently has to obtain records and information as contemplated in this ORDER and to examine AmErin.

3. The FDIC shall have the authority to alter, suspend, or withdraw its approval should any development, or change in the FDIC's ability to examine or obtain records and information as contemplated in this ORDER, be deemed to warrant such.

4. That, if the proposed acquisition has not been consummated within twelve months from the date of this ORDER, or unless, in the interim, a request for an extension of time has been approved by the FDIC, the consent shall expire at the end of the twelve month period.

By Order of the Acting Director of the Division of Supervision of the Federal Deposit Insurance Corporation, acting pursuant to delegated authority for the Board of Directors of the Corporation.

Dated at Washington, D.C., this day of April, 2001.

By:
Michael J. Zamorski
Acting Director


DIVISION OF SUPERVISION
FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: Amalgamated Bank (f/n/a Amalgamated Bank of New York)
New York, New York
Application to Indirectly Hold an Equity Investment in a Foreign Financial Entity

STATEMENT

Pursuant to the provisions of section 18(l) of the Federal Deposit Insurance Act and Parts 347 and 303 of the Federal Deposit Insurance Corporation ("FDIC") Rules and Regulations, Amalgamated Bank, New York, New York ("Amalgamated"), a state chartered nonmember insured bank, has applied for the FDIC's consent to hold, via a wholly-owned subsidiary, an equity investment in AmErin Partners ("AmErin"), a foreign financial entity and general partnership to be organized under the laws of Ireland.

A general partnership agreement will be entered into between Amdel, Inc, ("Amdel"), a wholly-owned subsidiary of Amalgamated, and Univest, Inc. ("Univest"), a subsidiary of the Union of Needletrades, Industrial & Textile Employees ("UNITE") that also controls Amalgamated. In order to fund the partnership investment, Amalgamated, through Amdel, will make an initial contribution to AmErin of $250 million of Treasury securities, mortgage-backed securities, and other debt instruments. Univest will invest $10 thousand. The economic interests and voting rights in AmErin will be allocated pro-rata to Amdel and Univest in accordance with the economic values of their contributions to AmErin. Amdel shall at all times maintain a majority of the economic interests in AmErin, and will always maintain voting control of AmErin.

The purpose of the proposed equity investment is to restructure the investment portfolio and retain and enhance existing favorable state tax treatment while enhancing administrative efficiency. AmErin will not engage in any business activity other than owning and managing the investments received from Amdel; investing and reinvesting the income and/or principal derived from such investments in similar investments of the same general type; and investing funds received from Univest in investments of the same general type. All such investments will be limited to those permissible for Amalgamated and consistent with the bank's investment policies in effect.

The FDIC has fully considered all available facts and information relevant to the application of Amalgamated. Based on the activities to be pursued and Amalgamated's satisfactory condition, the FDIC has concluded that the application should be approved, with certain conditions and commitments. The conditions address regulatory concerns including, but not limited to, the FDIC's ability to assess the impact of the foreign entity's activities on the domestic bank. Also, Amalgamated has agreed to take all steps within its control to ensure that AmErin and its partners, agents, independent contractors, and affiliates provide Amalgamated with access to all information and records concerning AmErin's business operations. Upon request in connection with a FDIC examination of Amalgamated or otherwise, Amalgamated has further agreed to provide such information to the FDIC.



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