For immediate release

The Federal Reserve Board today announced its approval of the proposal of Cooper Life Sciences and Greater American Financial Group to become bank holding companies by acquiring up to 100 percent of The Berkshire Bank, all of New York, New York. Attached is the Board's Order relating to this action.

Cooper Life Sciences New York, New York Greater American Financial Group New York, New York Order Approving the Formation of Bank Holding Companies and Acquisition of a Bank

Cooper Life Sciences ("CLS") and its wholly owned subsidiary, Greater American Financial Group ("GAFG") (collectively, "Applicants"), have requested the Board's approval under section (3)(a)(1) of the Bank Holding Company Act ("BHC Act") (12 U.S.C. § 1842(a)(1)) to become bank holding companies by acquiring control of up to 100 percent of the voting shares of The Berkshire Bank, New York, New York ("Berkshire"). Notice of the proposal, affording interested persons an opportunity to submit comments, has been published (63 Federal Register 43,950 (1998)). The time for filing comments has expired, and the Board has considered the proposal and all comments received in light of the factors set forth in section 3 of the BHC Act. Applicants, although previously engaged directly and indirectly in various activities, have no current business operations. CLS has an investment, however, that does not conform to the requirements of section 4 of the BHC Act (12 U.S.C. § 1843), which sets forth the investments and activities that are permissible for bank holding companies. Applicants have committed to conform their current investments to the requirements of the BHC Act within two years of the date of consummation of the proposal, including by divestiture if necessary, in accordance with section 4(a)(2) of the BHC Act (12 U.S.C. § 1843(a)(2)). In reviewing the proposal under the BHC Act, the Board has considered the financial and managerial resources and future prospects of the companies and bank involved, the convenience and needs of the communities to be served, and certain supervisory factors. The Board has reviewed these factors in light of the facts of record, including supervisory reports of examination assessing the financial and managerial resources of Berkshire, discussions with appropriate federal and state banking supervisors and other appropriate federal agencies, and information provided by Applicants. The Board notes that Applicants would not incur or assume any debt in connection with the proposal, and that Berkshire would remain well capitalized after consummation of the proposal. Based on all the facts of record in this case, the Board concludes that the financial and managerial resources and future prospects of Applicants and Berkshire and other supervisory factors are consistent with approval of the proposal. In considering the convenience and needs factor, the Board has reviewed the record of Berkshire under the Community Reinvestment Act ("CRA").1 The Board notes that Applicants intend to continue the CRA program of Berkshire and do not intend to make any material changes in the products and services provided by Berkshire. The Board has evaluated the convenience and needs factor in light of examinations of the CRA performance record of Berkshire by the Federal Deposit Insurance Corporation ("FDIC"), the institution's appropriate federal banking supervisor, and the New York State Banking Department ("NYSBD"). Berkshire received "satisfactory" ratings from the FDIC and the NYSBD at the most recent examinations of its performance under the CRA. Based on all the facts of record, the Board concludes that convenience and needs considerations, including the CRA performance record of the relevant institution, are consistent with approval of the proposal. As required under the BHC Act, the Board also considered the competitive effects of the proposal. The proposed transaction is a formation of bank holding companies that will control only one bank and, therefore, does not involve competing banking institutions. Accordingly, the Board concludes that the proposal would not have a significantly adverse effect on competition or on the concentration of banking resources in any relevant banking market. Based on all the facts of record, the Board concludes that competitive considerations are consistent with approval. Based on all the facts of record, the Board has determined that this application should be, and hereby is, approved. The Board's approval is specifically conditioned on compliance by Applicants with all the commitments made in connection with this proposal. The commitments and conditions relied on by the Board in reaching its decision are deemed to be conditions imposed in writing by the Board in connection with its findings and decisions and, as such, may be enforced in proceedings under applicable law. The proposed acquisition shall not be consummated before the fifteenth calendar day after the effective date of this order, or later than three. months after the effective date of this order, unless such period is extended by the Board or by the Federal Bank of New York, acting pursuant to delegated authority.

By order of the Board of Governors,2 effective December 7, 1998. (signed) Robert deV. Frierson Robert deV. Frierson Associate Secretary of the Board

Footnotes 1 12 U.S.C. § 2901 et seq. 2 Voting for this action: Chairman Greenspan, Vice Chair Rivlin, and Governors Meyer, Ferguson, and Gramlich. Absent and not voting: Governor Kelley.

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1998 Orders on banking applications