0404016 Informal Interpretation

From:(redacted)
Sent:Tuesday, April 20, 2004 7:48 PM
To:Verne, B. Michael
Subject: OurTelephone Conversation Earlier Today

Dear Michael,

Thank you for returning my call earliertoday. This e-mail confirms our conversation.

We discussed the situation of atrust that holds 54% of the outstanding voting securities issued by a company.

All or nearly all of the remainingvoting securities issued by the company are held by two unrelated shareholderswho are also members of the board of directors of the company (the"Minority Shareholders").

The trust is not revocable, thesettlor of the trust does not hold a reversionary interest in the trust and thetrust is not a collective investment fund under 12 CFR 9.18(a).

The trustee of the trust takesdirection on how to vote the company shares held by the trust from a committee,which committee is appointed by and composed of the two Minority Shareholders.You indicated that, despite this role of the Minority Shareholders, the trustis the ultimate parent entity of the company.

Please let me know if this summaryis inconsistent with your understanding of our conversation or inconsistentwith the HSRRules.