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ORDER APPROVING APPLICATION TO ESTABLISH A NONDEPOSITORY TRUST COMPANY TO BE KNOWN AS PLIMOTH TRUST COMPANY 

               Citizens-Union Savings Bank, Fall River, Massachusetts (“CUSB”) and Dedham Institution for Savings, Dedham, Massachusetts (“DIS”) filed an application, pursuant to Title 9-B M.R.S.A. Chapter 121, to establish a nondepository trust company to be known as Plimoth Trust Company LLC (“Plimoth TC”) and to be located in Plymouth, Massachusetts.  Plimoth TC will have a registered agent in Maine.  The application was accepted for processing on June 28, 2011.  Public notice, as required by Title 9-B M.R.S.A. 252.2(B), was provided by publication, posting on the Bureau’s website and mail to interested parties affording them an opportunity to either submit written comments or request a hearing.  The Bureau received no comments during the public comment period ending August 1, 2011.         

            A Principal Bank Examiner of the Maine Bureau of Financial Institutions conducted an investigation of this transaction.  All evidence and pertinent material which were considered by the Examiner were also considered by the Superintendent in reaching his decision.

            CUSB is a $900 million Massachusetts state-chartered stock savings bank and a wholly-owned subsidiary of Narragansett Financial Corporation (“Narragansett”), a Massachusetts-chartered mutual holding company regulated by the Federal Reserve Bank of Boston.  CUSB, which reorganized into a mutual holding company form of organization, has not issued any stock other than to Narragansett.  CUSB has 13 banking offices in southeastern Massachusetts and one office in Rhode Island.  In addition to offering a broad range of personal and business products, CUSB offers insurance and investment services as well as a full range of trust services. 

            DIS is a $1.1 billion Massachusetts-chartered mutual savings bank operating ten offices in the greater Dedham area.  DIS has trust powers, but does not currently exercise them. 

CUS will own 80% of Plimoth TC and DIS will own the remaining 20%; in the future, other community banks located in different geographic markets may be invited to make a minority investment in the nondepository trust company.  Plimoth TC will assume the existing investment management and trust operations of CUSB and expand the target geographic market area in an effort to more efficiently leverage CUSB’s excess trust infrastructure.  CUSB’s existing trust-related policies and procedures will become the policies and procedures of Plimoth TC.  Additionally, CUSB will continue to contribute its services in several other functional areas.

            The proposed directors, officers and employees of Plimoth TC are currently engaged in a similar capacity at either CUSB or DIS.  The financial resources of CUSB and DIS are sound and sufficient to provide necessary support, if any, to Plimoth TC.  The Bureau has considered the competitive effects, the future prospects and the convenience and needs of the markets to be served and found them consistent with approval.  Accordingly, the application of CUSB and DIS to establish a nondepository trust company with the name “Plimoth Trust Company LLC” is approved, subject to the conditions listed on Appendix A.

            The transaction shall be completed within one year of the effective date of this Order, unless a written extension is granted by the Superintendent.  Any person aggrieved by this Order shall be entitled to a judicial review of the Order in accordance with the Maine Administrative Procedure Act, Title 5, Chapter 375, subchapter VII.

            By order of the Superintendent, effective September 8, 2011.

                                                                                    /s/ Lloyd P. LaFountain III
                                                                                    Superintendent

 

Gardiner, Maine
August 9, 2011

 

Plimoth Trust Company
Appendix A

CONDITIONS

1. Peter G. Brown, Nicholas M. Christ, Abraham Ehrenhaus, Richard K. Gunther, William G. Gothorpe, Mark C. Ingalls, Michael C. Lazdowsky, Jr., George Oliveira and Lawrence R. Walsh are approved as directors. 
2. George Oliveira is approved as the chief executive officer.
3. The minimum amount of initial equity capital shall be at least $7,000,000, of which at least $1,000,000 shall be paid-in cash with up to $6,000,000 attributed to customer list and goodwill.
4. Plimoth TC shall maintain Tier 1 capital (as defined in Bureau Regulation 27) not less than the greater of (a) $800,000 or (b) the sum of (1) 10 basis points (0.10%) of discretionary assets and (2) 5 basis points (0.05%) of nondiscretionary assets, including assets held in custody, unless a different amount is established by the Superintendent.  As such, the Superintendent reserves the right to change the above formula for determining ongoing capital adequacy. 
5. If Plimoth TC fails to maintain Tier 1 capital in the minimum amount specified above in Condition #3, Plimoth TC shall be deemed to have inadequate capital and the Bureau shall have the authority to take any action authorized by Regulation 27.
6. Prior to the issuance of a Certificate to Transact Business and pursuant to 9-B MRSA § 1213-A, Plimoth TC shall pledge to the Bureau readily marketable assets having a fair value of at least $500,000.
7. At all times, Plimoth TC shall maintain liquid assets at least equal to 25% of the minimum Tier 1 requirement.
8. All transactions between Plimoth TC and CUSB and DIS, including any subsidiaries and affiliates of either, shall be conducted subject to the provisions of 9-B M.R.S.A. §468.  Prior to commencing operations, Plimoth TC shall enter into written agreements, acceptable to the Bureau, governing all relationships, including shared management, employees, space and equipment, with CUSB and DIS (and their subsidiaries and affiliates) and any other affiliate.  The Board of Directors of Plimoth TC shall annually review and approve any service agreements and any other transactions with affiliates, including any cost allocation or fee-sharing provisions in such agreements or other transactions. 
9. During the first two years of operations, Plimoth TC shall not implement any material change or deviation from its operating plan without the prior written approval of the Bureau.
10. During the first two years of operations, the Bureau must review and have no objection to any proposed executive officer or director of Plimoth TC.
11. During the first two years of operations, Plimoth TC may not open any offices without the prior written approval of the Bureau.
12. All technology-related vendor contracts must stipulate that the performance of services provided by the vendors to Plimoth TC is subject to the Bureau’s examination and regulatory authority.
13. Prior to the issuance of a Certificate to Transact Business, Plimoth TC shall submit its written Anti-Money Laundering Program and Customer Identification Program to the Bureau.
14. The Superintendent must approve the organizational documents (i.e., Certificate of Formation and Members’ Agreement).
15. Plimoth TC must submit evidence that it has obtained adequate fidelity bond coverage, including an Errors and Omission rider; the coverage must be in an amount (including the amount of the deductible) and for such coverage that shall be satisfactory to the Superintendent.
16. Plimoth TC will comply with all applicable laws, including the Maine Banking Code (Title 9-B M.R.S.A.), regulations and policies of the Bureau.
17. On the business day prior to the issuance of a Certificate to Transact Business, Plimoth TC, CUSB and DIS must certify in writing to the Bureau that no material adverse changes have occurred with respect to the financial condition or operation of Plimoth TC, CUSB and DIS, respectively, as disclosed in the application.

 

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