97-8

March 28, 1997

Re: Reorganization of U.S. Operations

Dear Mr. __________:

This relates to the letters of January 28 and March 11, 1997 from your firm, and follows my telephone conversations of March 27 and 28, 1997, with __________. Those communications dealt generally with the proposal of Bank (“Bank ________ “) to reorganize certain of its operations in the United States.

We understand the circumstances to be as follows:

Bank ________ is a bank organized under the laws of Israel. It operates two FDIC-insured branch offices in California (the “California Branches”). Bank ________ also owns all of the issued and outstanding capital stock of Bank ________ Trust Company of New York (the “New York Bank”), a state bank organized under the laws of the State of New York. The New York Bank proposes to acquire the California Branches and operate them as branches of the New York Bank (the “Proposal”).

We have reviewed the opinion of General Counsel for the FDIC dated May 13, 1996, which concludes that for purposes of Section 44 of the Federal Deposit Insurance Act, the acquisition by an out-of-state bank of all of the insured branches of a foreign bank in a host state constitutes acquisition of a whole insured bank rather than acquisition of a branch of a bank. If there is no material challenge to that opinion, we will not oppose an application to the FDIC for approval of the Proposal on the ground that the Proposal fails to qualify as a merger transaction between insured banks with different home states involving the acquisition of a whole bank, provided that any such application is filed after May 31, 1997.

If you have any questions, please feel free to contact me at (415) 263-8512.

Very truly yours,

CONRAD W. HEWITT
Superintendent of Banks

By

THOMAS M. LOUGHRAN
Senior Counsel

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