Orders issued under Bank Holding Company Act

Federal Reserve Bulletin,  Summer, 2004  by Robert DeV. Frierson

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As discussed above, the Board has reviewed the examination ratings received by First Signature under the CRA and other relevant examinations and information. (28) Based on all the facts of record, the Board has determined that these elections to become financial holding companies will become effective on consummation of the proposal, (29) as long as First Signature continues to be well capitalized and well managed and has at least a "satisfactory" CRA rating on that date.

Conclusion

The Board's actions on this proposal are conditioned on compliance by Manulife and John Hancock with all the commitments made to the Board in connection with the proposal and with the conditions stated or referred to in this order, and receipt of all necessary regulatory approvals. For the purpose of these actions, these commitments and conditions are deemed to be conditions imposed in writing by the Board in connection with its findings and decision and, as such, may be enforced in proceedings under applicable law.

The acquisition of First Signature shall not be consummated before the fifteenth calendar day after the effective date of this order, or later than three months after the effective date of this order, unless such periods are extended for good cause by the Board or the Federal Reserve Bank of Boston, acting pursuant to delegated authority.

By order of the Board of Governors, effective April 5, 2004.

Voting for this action: Chairman Greenspan, Vice Chairman Ferguson, and Governors Gramlich, Bies, Olson, Bernanke, and Kohn.

ROBERT DeV. FRIERSON

Deputy Secretary of the Board

(1.) 12 U.S.C. [section] 1842.

(2.) Manulife proposes to acquire John Hancock through a merger with a newly formed direct subsidiary of Manulife. After the merger, John Hancock would be a wholly owned direct subsidiary of Manulife.

(3.) John Hancock holds First Signature in accordance with grand-father rights under section 4(f) of the BHC Act (12 U.S.C. [section] 1843(f)), which exempts from treatment as a bank holding company a company that has continually owned an institution that became a bank as a result of the enactment of the Competitive Equality Banking Act of 1987 (Pub. L. No. 100-86 (1987)). First Signature is an insured bank that currently accepts demand deposits but does not make commercial loans. On consummation of this proposal, neither John Hancock nor Manulife would be entitled to the exemption under section 4(f) of the BHC Act.

(4.) 12 U.S.C. [subsection] 1843(k) & (l); 12 CFR 225.82.

(5.) Asset data are as of December 31, 2003. Manulife was incorporated under Canada's Insurance Companies Act in 1999 to become the holding company for The Manufacturers Life Insurance Company ("Manufacturers Life"), which converted from mutual to stock organization in September 1999. Manufacturers Life is now a life insurance company with common shares and a wholly owned direct subsidiary of Manulife.

(6.) Manulife Bank, a wholly owned subsidiary of Manufacturers Life, was established in 1993 as the first federally regulated bank in Canada owned by an insurance company.