02-10

02-10

June 5, 2002

Re: The Purchase by ________ of Certain Trust Business of ________

Dear Mr. ________:

In your letter dated June 4, 2002, you stated that ________, a national banking association (“________”), purchased a portion of the trust business of ________, a national banking association (“________”), and of ________’s subsidiary ________, a national banking association (“________”;________ and ________ individually, a “Seller,” and collectively “Sellers”) pursuant to federal law. As you know, this sale is not subject to our review or approval, and we have not confirmed or verified any of the facts relating to the sale, including, without limitation, whether the sale was of less than substantially all of the business of Sellers. However, you have requested our view on whether is________ the successor to Sellers with respect to the portion of Sellers’ trust business purchased by ________, and in particular our view on whether ________ is entitled to the benefits of Financial Code section 4879.14(e)(1) with respect to that trust business.

Based on the representations set forth in your letter and the declaration of ________, Senior Vice President of ________, dated June 4, 2002, (the “Declaration”) which was submitted with your letter (a copy of the Declaration is attached hereto as Exhibit 1), the relevant facts are summarized as follows: ________ has purchased a portion of Sellers’ trust business pursuant to federal law which is less than substantially all of the business of the Sellers (the “Purchase”); the Purchase was pursuant to an Asset Purchase Agreement among ________ and Sellers dated as of April 29, 2002 (the “Agreement”); the Purchase closed on May 31, 2002; and pursuant to the Agreement, ________ purchased various assets of Sellers’ trust business, including, without limitation, the trusts and related assets described in the Bill of Sale delivered by Sellers to ________ at the closing (the “Trusts”).

Based on and subject to the accuracy of the foregoing facts, which we have not confirmed or verified, it is our view that the Purchase is subject to and governed by Financial Code section 4843. Pursuant to Financial Code section 4843, the Purchase shall be subject to the provisions of Financial Code section 4842,n1 and the Purchase shall have the same effect as provided in Financial Code section 4879.14(e). In our view, therefore, pursuant to Financial Code sections 4843 and 4879.14(e)(1), effective May 31, 2002, ________ succeeded, without further transfer, to the rights, obligations, properties, assets, investments, deposits, demands, agreements, and trusts of Sellers under all trusts, executorships, administrations, guardianships, agencies, and all other fiduciary or representative capacities sold to ________ under the Agreement, including without limitation the Trusts, to the same extent as if ________ had originally assumed the fiduciary or representative capacities.

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n1Financial Code section 4842 states: “If a trust is transferred under this chapter, the transfer shall be good cause for removal of the trustee under the Trust Law (division 9 (commencing with section 15000) of the Probate Code).” You have also represented that ________ shall provide notice of the Purchase in accordance with Probate Code section 16061.7, et seq.

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This analysis was made on the basis of and in reliance upon facts presented and representations made in your letter and in the Declaration. Should the facts or circumstances be different or subsequently change from those presented, our analysis and conclusions may change. Furthermore, this Department administers, among other laws, the Depository Corporation Sale, Merger, and Conversion Law. See Financial Code sections 4800, et seq. We express no view as to any law, state or federal, other than the Depository Corporation Sale, Merger, and Conversion Law.

We trust that this has been responsive to your inquiry.

Very truly yours,

DONALD R. MEYER
Commissioner of Financial Institutions
By

ROSEMARIE ODA
General Counsel
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Enclosure