Office of Thrift Supervision

Department of the Treasury

Timothy T. Ward

Deputy Director, Examinations, Supervision, and Consumer Protection

1700 G Street, N.W., Washington, DC 20552 • (202) 906-5666

September 30, 2008

MEMORANDUM FOR: CHIEF EXECUTIVE OFFICERS

FROM: Timothy Ward Deputy Director Examinations, Supervision, and Consumer Protection

SUBJECT: Proposed Rule on the Deduction of Goodwill Net of Associated Deferred Tax Liability

The Office of Thrift Supervision, together with the Federal Reserve Board, the Office of

the Comptroller of the Currency, and the Federal Deposit Insurance Corporation (“the

Agencies”), issued a Notice of Proposed Rulemaking on the Deduction of Goodwill Net of

Associated Deferred Tax Liability on September 30, 2008.

The proposed rule would permit savings associations, banks, and bank holding companies to elect to deduct, for regulatory capital purposes, goodwill arising from taxable business combinations net of any associated deferred tax liability. This may result in a capital benefit for some savings associations.

In addition to the proposed rule change above, the OTS is proposing other technical and

conforming changes to its regulatory text. The Agencies request comment on the attached Notice of Proposed Rulemaking. The comment period is 30 days from the date of publication of the proposed rule.

For additional information, please contact Christine Smith, Project Manager, Capital Policy, at (202) 906-5740.

Stephen A. Cunningham; MAI, CCIM

Managing Director

Professional Affiliations/Community Activities: MAI Member of The Appraisal Institute, CCIM Designee of the CCIM Institute, Member of the International Council of Shopping Centers, Florida State Certified General Real Estate Appraiser #RZ300, Florida Licensed Broker.