INDEX OF DEFINED TERMS - Banca di Legnano

Level: 2 – From: 2 – Wednesday, July 21, 2010 – 14:35 – eprint6 – 4247 Section 03
Regulatory Matters
REGULATORY MATTERS
The following discussion describes elements of an extensive regulatory framework applicable to
bank holding companies, financial holding companies, and banks and specific information about the
Issuer and its subsidiaries. Federal regulation of banks, bank holding companies, and financial holding
companies is intended primarily for the protection of depositors and the deposit insurance fund rather
than for the protection of stockholders and creditors.
1. General
As a registered bank holding company and financial holding company, the Issuer is subject to the
supervision of, and regular inspection by, the Board of Governors of the Federal Reserve System (the
“Federal Reserve Board”). The Issuer’s banking subsidiaries are organized as national banking
associations, which are subject to regulation, supervision, and examination by the Office of the
Comptroller of the Currency (the “Comptroller”), the Federal Deposit Insurance Corporation (the
“FDIC”), the Federal Reserve Board, and other federal and state regulatory agencies. In addition to
banking laws, regulations, and regulatory agencies, the Issuer and its subsidiaries and affiliates are subject
to various other laws and regulations and supervision and examination by other regulatory agencies, all of
which directly or indirectly affect the operations and management of the Issuer and its subsidiaries and
affiliates, and the Issuer’s ability to make distributions to stockholders and payments to holders of Notes.
For example, the Issuer’s U.S. broker dealer subsidiaries are subject to regulation by and supervision of the
SEC, the New York Stock Exchange (the “NYSE”), and the Financial Industry Regulatory Authority (the
“FINRA”); the Issuer’s commodities business in the United States is subject to regulation by and
supervision of the Commodities Futures Trading Commission (the “CFTC”); and the Issuer’s insurance
activities are subject to licensing and regulation by state insurance regulatory agencies.
The Issuer’s non-U.S. businesses are also subject to extensive regulation by various non-U.S.
regulators, including governments, securities exchanges, central banks and other regulatory bodies, in the
jurisdictions in which the businesses operate. The Issuer’s financial services operations in the United
Kingdom are subject to regulation by and supervision of the Financial Services Authority (the “FSA”).
A U.S. financial holding company, and the companies under its control, are permitted to engage in
activities considered “financial in nature” as defined by the Gramm-Leach-Bliley Act of 1999 (the
“Gramm-Leach-Bliley Act”) and Federal Reserve Board interpretations (including, without limitation,
insurance and securities activities) and therefore may engage in a broader range of activities than permitted
for bank holding companies and their subsidiaries. Unless otherwise limited by the Federal Reserve Board,
a financial holding company may engage directly or indirectly in activities considered financial in nature,
either de novo or by acquisition, provided the financial holding company gives the Federal Reserve Board
after-the-fact notice of the new activities. In addition, if the Federal Reserve Board finds that any of the
Issuer’s banking subsidiaries is not well capitalized or well managed, the Issuer would be required to enter
into an agreement with the Federal Reserve Board to comply with all applicable capital and management
requirements, which may contain additional limitations or conditions relating to the Issuer’s activities. The
Gramm-Leach-Bliley Act also permits national banks, such as the Issuer’s banking subsidiaries, to engage
in activities considered financial in nature through a financial subsidiary, subject to certain conditions and
limitations and with the approval of the Comptroller.
U.S. bank holding companies (including bank holding companies that also are financial holding
companies) also are required to obtain the prior approval of the Federal Reserve Board before acquiring
more than five per cent. of any class of voting stock of any non-affiliated bank. Pursuant to the Riegle-
Neal Interstate Banking and Branching Efficiency Act of 1994 (the “Interstate Banking and Branching
Act”), a bank holding company may acquire banks located in states other than its home state without
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