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Factors Governing Board Review of the Proposal In acting on an application for membership in the Federal Reserve System,

the Board is required by the Act and Regulation H to consider the financial history and condition of the applying bank; the adequacy of its capital in relation to its assets and to its prospective deposit liabilities and other corporate responsibilities; its future earnings prospects; the general character of its management; whether its corporate powers are consistent with the purposes of the Act; and the convenience and needs of the community

to be served.11 [Footnote 11. 12 U.S.C. §§ 322 and 329; 12 CFR 208.3(b)(3). End footnote 11.] Because ICE Trust’s primary business would be acting as a CCP and

clearinghouse for CDS transactions, the Board has reviewed the applicable financial and managerial factors in light of the Federal Reserve’s Policy on Payments System Risk (“PSR Policy”), including its minimum standards for systemically important central counterparties.12 [Footnote 12. Federal Reserve Policy on Payments System Risk, available at http://www.federalreserve.gov/paymentsystems/psr/default.htm. The PSR Policy incorporates the minimum standards for systemically important central counterparties in the Recommendations for Central Counterparties (“RCCP”), jointly issued in November 2004 by the Committee on Payment Settlement Systems of the Bank for International Settlements and by the Technical Committee of the International Organization of Securities Commissioners. End footnote 12.] These standards address, among other matters, financial resources, measurement and management of credit exposures, margin requirements, and default procedures. Financial Considerations

In considering the financial history and condition, future earnings prospects, capital adequacy of ICE Trust, and other financial factors, the Board has reviewed its business plan and financial projections and has assessed the adequacy of ICE Trust’s anticipated capital levels in light of its proposed assets and liabilities.13 [Footnote 13. 12 U.S.C. §§ 322 and 329; 12 CFR 208.3(b)(3). As required by its regulations, the Board has used the definition of capital in Appendix A to Regulation H in assessing ICE Trust’s capital adequacy. 12 CFR 208.4(a). In light of the fact that ICE Trust would (1) take no deposits from the general public, (2) have no federal deposit insurance,(3) engage in no activities apart from serving as a CCP and clearinghouse, and (4) have assets and liabilities that reflect its status as a CCP and clearinghouse, the Board

will not require ICE Trust to meet the risk-based capital requirements or the leverage Endsfootnotte,13e.]wsof itstassets, liiabilities, andiresponsibillitielsE.t12tCF.Rn20t8.s4(a)d.apitalnis

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