State of Wyoming  
                                          
                         APPLICATION FOR CHARTER 
                        TO OPERATE A STATE TRUST COMPANY 
                        REPRESENTATIONS OF INCORPORATORS 
                                          
                    ________________________________________________ 
                        (Name of Proposed Trust Company) 
                                          
                    _________________________________________________ 
                                        (Location) 
 
TO: DEPARTMENT OF AUDIT                    Dated:                                                    
    Herschler Building, 3rd Floor West 
    Cheyenne, WY  82002 
 
                                        APPLICATION 
 
    We, the undersigned incorporators, desiring to organize and operate a State Chartered Trust Company in 

accordance with the provisions of the Wyoming Statutes of 1977, as amended, do hereby make application to 

the State Banking Commissioner and the State Banking Board for a Charter for said Trust Company and 

propose as follows: 

                                         1 

1. That, in order of preference, said trust company will have one of the following names: 
 
   A.                                                                                       

   B.                                                                                       

   C.                                                                                       

2. Complete either 2 (a) or 2 (b) as necessary. 
   (a)      That the address of said trust company will be: 
                                                                                           
    (b)     That the address, at the time of the signing of this Application, is not known.  The trust company 
            will be located within a radius of one-half mile of the following: 
                                                                                           
   (c)      (1) Population of city, town, county, village or municipality in which the proposed trust 
                company is to be located as of the last decennial census: 
                                                                                           
            (2) Estimate of present population thereof:                                    

            (3) Source upon which this estimate is based:                                  

3. That said trust company be authorized to issue ___________ shares of capital stock, each share having a 

   par value of $____________. 

4. That the consideration received by said financial institution for the shares issued by it be allocated as 
   follows: 
                                 Consideration                            Aggregate 
                                 Per Share                                Consideration 
                                                                           
Capital                        $                               $   
Paid-in Surplus                $                               $   
Paid in Undivided Profits      $                               $   
Organizational expense         $                               $   
* (Itemize)                                                                
TOTAL CONSIDERATION            $                               $   
 
*Use a separate sheet. 
 
                                                 2 

5. That _______________________________________________________________________ 
    (Name) 
   of _______________________________________________, _________________________ 
    (Street Address)         (City) 
   County of _________________________________, State of __________________________ 
 
   act as sole and exclusive Agent to represent and appear for the undersigned incorporators before the 
   State Banking Commissioner and the State Banking Board, and to receive all correspondence and 
   documents with regard to this application, in accordance with the annexed Appointment of Agent. 

                        3 

 APPLICATION FOR CHARTER 
 TO OPERATE A STATE TRUST COMPANY 
 REPRESENTATIONS OF INCORPORATORS 
 CONFIDENTIAL SECTION:

 4 

     The following information must accompany the application for a Wyoming state trust company. 
 
1. A new trust company’s business (strategic) plan must accompany the application.  The “plan” shall set forth 
   the goals and address how each is to be achieved.  The “plan” must project beyond the current fiscal year 
   and should include goals and objectives for the first three years of operation. 
    
2. Provide a list of the organizers, proposed directors, senior executive officers, and any individual, or group of 
   proposed shareholders acting in concert, that will own or control 10 percent or more of the institution’s 
   stock.  For each person listed, attach an Interagency Biographical and Financial Report, a fingerprint card, 
   and indicate all positions and offices currently held or to be held with the trust company’s affiliates, if 
   applicable.  Include the signed “Oath of Director” for each proposed director.  
 
3. Proposed salaries to active officers and employees for the first three years (if additional space is needed, 
   attach a separate sheet).   
 
             Title                   First Year          Second Year      Third Year 
             President               $                   $                $ 
             Vice President                                                
             Treasurer                                                     
             Secretary                                                     
             Trust Officer                                                 
             Other                                                         
             Bookkeeper/Clerical                                           
             Total                   $                   $                $ 
 
4. Estimated income of proposed trust company for first three years.   
 
           Title                              First Year            Second Year     Third Year 
           Interest on securities             $                     $               $ 
           Trust fees & service charges                                              
           Other misc. commissions & fees                                            
           Total                              $                     $               $ 
 
5. Estimated expenses of proposed trust company for first three years.   
 
      Title                                        First Year          Second Year          Third Year 
      Salaries & employee benefits                 $                   $                    $ 
      Interest on borrowings                                                                 
      Taxes (other than on income)                                                           
      Recurring depreciation on fixed assets                                                 
      Advertising, travel & promotional                                                      
      expenses 
      Supplies & contractual expenses                                                        
      Rent of quarters & equipment                                                           
      Other current operating expenses                                                       
      Total expenses                               $                   $                    $ 

6. We propose to adopt a uniform schedule of trust company service charges:  Yes ____ No ____  
   Please attach schedule, if applicable. 
 
                                                         5 

7. a.  Provide a schedule of the estimate of the trust business by type, including the number of accounts, and 
   anticipated dollar market value that may be obtained in each year over a period of three years of operation.   
 
       Type of Account                 A. First Year         B. Second Year         C. Third Year 
                                       #Accts    $Value      #Accts       $Value    #Accts     $Value 
       Trust & Agency Accounts:                                                                 
         Personal                                                                               
         Retirement                                                                             
         Corporate                                                                              
         Investment management                                                                  
       Other Fiduciary Accounts                                                                 
                                                                                                
   b. Describe source data, survey, other economic assumptions used in arriving at the above estimates. 
 
8. Facilities of proposed trust company.   
 
   a. Will a trust company building be constructed or an existing structure be utilized by the proposed trust 
        company? 
 
   b. If the proposed trust company will own the building, please indicate.   
 
        i. Size of building (sq. ft.).   
 
        ii. Size of area within building to be utilized by proposed trust company (sq. ft.).   
 
        iii. Ownership of building (describe in detail).   
 
        iv. Cost of land and building and from whom purchased.   
 
        v. If a portion of the building is to be leased to third parties, state the estimated income and to whom 
             income will be credited.   
 
   c. If facility will be leased by proposed trust company, please indicate.   
 
        i. Area (sq. ft.) that will be leased by proposed trust company.   
 
        ii. Terms and duration of lease.   
 
        iii. From whom the proposed trust company will lease its facilities.   
 
   d. Please attach a recent photograph of proposed trust company site and surrounding area. 
 
   e. Type of liability and property insurance protection to be obtained.   
 
   f. If the seller or lessor of land, building, or equipment to the proposed trust company is otherwise directly 
        or indirectly associated with this application, please disclose the nature of this relationship and 
        transaction. This includes applicant's proposed directors, officers, employees, stockholders, or their 
        families or business interests of the aforementioned.  
 
                                                           6 

9. What plans have been made to obtain fidelity insurance? 
 
10.Identify any feasibility study, statistical or economic survey or similar detailed data that will be introduced 
   into the record at the hearing. Attach as an Exhibit. 
 
11.It is agreed by the incorporators and proposed directors that the following Statement of Principles of Trust 
   Company Management will be adopted at the first board of directors meeting.   
 
   The minimum requirements for sound practices in the operation of a trust company and as safeguards for the 
   protection of depositors, fiduciary beneficiaries, creditors, stockholders, and the public, should include.    
    
      • Involvement by the board of directors in providing for the establishment and continuing operation of a 
      trust company; 
       
      • Operation of the trust company separate and apart from every other department of the company, with 
      trust assets separated from other assets owned by the company, and the assets of each trust account 
      separated from the assets of every other trust account; and 
       
      • Maintenance of separate books and records for the trust company in sufficient detail to properly reflect 
      all trust company activities. 
 
   Nothing herein is intended to prohibit the board of directors from acting as the trust committee, or from 
   appointing additional committees and officers to administer the operations of the trust company.  When 
   delegating duties to subcommittees and/or officers, the board and the trust committee continue to be 
   responsible for the oversight of all trust activities.  Sufficient reporting and monitoring procedures should be 
   established to fulfill this responsibility.   
 
   The board of directors, by proper resolution included in its minutes, should: 
 
   a. Designate an officer, qualified and competent, to be responsible for and administer the activities of the 
      trust company, and define his/her duties;  
 
   b. Name a trust committee consisting of at least three directors to be responsible for and supervise the 
      activities of the trust department.  The committee should include, where possible, one or more directors 
      who are not active officers of the bank.  
 
      The trust committee should: 
 
         i. Meet at least quarterly, and more frequently if considered necessary and prudent to fulfill its 
                supervisory responsibilities;  
    
         ii. Approve and document the opening of all new trust department accounts; all purchases and sales 
                of, and changes in, trust assets; and the closing of trust accounts; 
    
         iii. Provide for a comprehensive review of all new accounts for which the bank has investment 
                responsibility promptly following acceptance;  
    
         iv. Provide for a review of each trust department account, including collective investment funds, at 
                least once during each calendar year.  The scope, frequency, and level of review (trust committee, 
                subcommittee, or disinterested account officer) should be addressed in appropriate written 

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            policies, which give consideration to the department’s fiduciary responsibilities, type and size of 
            account, and other relevant factors. 
  
    Generally, discretionary account reviews should cover both administration of the account and suitability 
    of the account’s investments, and nondiscretionary account reviews should address account 
    administration; 
     
     i. Keep comprehensive minutes of meetings held and actions taken; and 
      
     ii. Make periodic reports to the board of its actions. 
 
 c. Provide comprehensive written policies that address all important areas of trust department activities.  
 
 d. Provide competent legal counsel to advise trust officers and the trust committee on legal matters 
    pertaining to fiduciary activities.  
 
 e. Provide for adequate internal controls including appropriate controls over trust assets.  
 
 f. Provide for an adequate audit (by internal or external auditors or a combination thereof) of all fiduciary 
    activities, annually. The findings of the audit, including actions taken as a result of the audit, should be 
    recorded in its minutes.  
 
    If a trust company adopts a continuous audit process instead of performing annual audits, audits may be 
    performed, on an activity-by-activity basis, at intervals commensurate with the level of risk associated 
    with that activity. Audit intervals must be supported and reassessed regularly to ensure appropriateness 
    given the current risk and volume of the activity. 
     
 g. Receive reports from the trust committee and record actions taken in its minutes.  
 
 h. Review the examination reports of the trust company by supervisory agencies and record actions taken in 
    its minutes. 
 
 If the above requirements cannot be met, please explain in detail. 

                                                     8 

                              R E P R E S E N T A T I O N S 
 
THE UNDERSIGNED INCORPORATORS, for the purpose of inducing the State Banking Commissioner and 
State Banking Board to permit the organization of said trust company, upon the terms and conditions set forth in 
this Application or upon such other or additional terms and conditions as may be lawfully required by the State 
Banking Commissioner or the State Banking Board and with the intention that the State Banking Commissioner 
and the State Banking Board shall rely upon the following, do hereby jointly and severally represent and warrant 
to the State Banking Commissioner and the State Banking Board as follows: 
 
 FIRST:             that the undersigned incorporators, as directors or shareholders of the said trust company 
or otherwise, will not vote for or in any other manner approve of, or consent to, any payment from the 
organization expense fund for obtaining subscriptions to the capital stock of said trust company nor shall any 
organization expense be paid out of any other funds of the said trust company. 
 
 SECOND:            that the undersigned incorporators have not directly or indirectly paid to, or received 
from, any person, partnership, association, or corporation not named on the annexed Appointment of Agent, any 
money or other thing of value as a fee, commission, or other compensation for any service rendered, or to be 
rendered, or for any property transferred or to be transferred, in connection with the organization of said trust 
company, except as follows: 
 
Name(s) of Payor(s)         Name(s) of          Reason for  Date               Amount 
                            Payee(s)            Payment     Paid               Paid 
                            (if None, so state)                                 
                                                                               $ 

 THIRD:             that the undersigned incorporators are not directly or indirectly party to any written or oral 
agreement or understanding to directly or indirectly pay to, or receive from, any person, partnership, association, 
or corporation not named on the annexed Appointment of Agent, any money or thing of value as a fee, 
commission, or other compensation for a service rendered or to be rendered or for any property transferred or to 
be transferred, in connection with the organization of said trust company, except as follows: 
 
 Name(s) of Payor(s)         Name(s) of Payee(s)           Date and Terms                     Amount to 
                                                           of Agreement(s)                    be Paid 
                              (if None, so state)                                
                                                                                $ 

 FOURTH:            that the undersigned incorporators are not acting in this application as representatives of, 
or on behalf of, any person, partnership, association, or corporation undisclosed to the State Banking 
Commissioner or the State Banking Board. 

                                                 9 

 FIFTH:      that the undersigned incorporators are not directly or indirectly party to any written or oral 
agreements or understanding providing for the undersigned incorporators or any other person, partnership, 
association, or corporation not party to any of the annexed Stock Subscription Agreements, or directly or 
indirectly purchase any stock of said trust company or providing for the sale, pledge, transfer, or other 
disposition of any stock in the said trust company to be legally or equitably owned by the undersigned 
incorporators to, or for the benefit of any person, partnership, association, or corporation, except as follows: 
 
 Name(s) of Undersigned                Name(s) of other Party(ies)  Date and Terms 
 Party to the Agreement                         to the Agreement    of Agreement 
                                       (if None, so state)          
                                                                    
 SIXTH:      that with the exception of securities issued or guaranteed as to principal and interest by 
the United States or any agency thereof; by a state or territory of the United States; or a subdivision, 
instrumentality, or public authority organized under the laws of such state or territory, or pursuant to an 
interstate compact between two or more states, the undersigned incorporators, as officers, directors, employees, 
or affiliates of said trust company or otherwise, will not engage in the business of issuing, floating, 
underwriting, distributing or promoting the sale of stocks, bonds, or other securities, and will not be an officer, 
trustee, director, employee, stockholder, or partner of any person engaged principally in such business. 
 
 SEVENTH:  that the undersigned incorporators are not directly or indirectly party to any written or oral 
agreement or understanding, undisclosed to the State Banking Commissioner and the State Banking Board, 
providing for the sale of the assets of said trust company to, or merging or consolidating the said trust company 
with any other financial institution. 
 
 EIGHTH:     that the undersigned incorporators, as directors or officers of the said trust company or 
otherwise, have not been convicted of fraud involving any financial institution or of a felony, except as might be 
enumerated in the annexed Biographical Reports. 
 
 NINTH:      that the undersigned incorporators have annexed to this application those attachments 
listed and enumerated below incorporating expressly by reference the information set forth therein within this 
Application. 
 
 TENTH:      that the undersigned incorporators acknowledge that any misrepresentation or omission of 
a material fact with respect to the foregoing Application and Representations or with respect to any other 
documents or papers submitted by the undersigned incorporators to the State Banking Commissioner or the 
State Banking Board in connection with the organization of said trust company shall, unless expressly waived 
by the State Banking Commissioner and the State Banking Board, constitute fraud in the inducement and be 
grounds for the denial of the State Charter requested herein. 
 
                                                10 

 IN WITNESS WHEREOF, the undersigned incorporators have hereunto set our hands and seals on the 
date set forth above: 
 
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STATE OF WYOMING        ) 
                        )  ss. 
COUNTY OF               ) 
 
 The foregoing Application for Charter to Operate a Trust Company and Representations of Incorporators 
was subscribed and sworn to before me by: 
__________________________, __________________________, __________________________ 

__________________________, __________________________, __________________________ 

__________________________, __________________________, __________________________ 

and __________________________, this _____ day of ________________, 20___. 

 Witness my hand and official seal. 

                                              _________________________________________ 
                                              (Notary Public)                                    
 
           SEAL 
 
My commission expires: __________________ 
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