John D. Robertson, Esq.
Hartzog Conger & Cason
1600 Bank of Oklahoma Plaza
201 Robert S. Kerr
Oklahoma City, Oklahoma 73102

Dear Mr. Robertson:

This letter responds to your letter, in which you request that the Board of Governors of the Federal Reserve System ("Board") consider whether a bank holding company would be established under the Bank Holding Company Act (the "BHC Act") (12 U.S.C. § 1841) in connection with the formation of a charitable remainder trust ("Trust") by [names deleted] that would hold shares of [word(s) deleted] ("Bank").

According to your letter, [name deleted] currently owns approximately 90.8 percent of Bank and proposes to transfer approximately 51 percent of Bank's shares to the Trust. [Name deleted] would serve as the trustee for the Trust, and the trustee would be the only person with the authority to amend the Trust. In a letter dated March 14, 1997, you clarified that the Trust would only contain assets transferred from [names deleted], who will be the beneficiaries of the Trust. Moreover, the Trust would contain no shares, certificates or other transferable rights. The Trust terminates upon the death of its beneficiaries, [names deleted], and any shares remaining would be distributed among the charitable organizations that serve as remainder beneficiaries of the Trust.

The definition of "company" in the BHC Act specifically exempts non-business trusts that "terminate within twenty-five years or not later than twenty-one years and ten months after the death of individuals living on the effective date of the trust . . ." (12 U.S.C. § 1841(b)). If the Trust is deemed to be a company, the Trust would be a bank holding company because of its ownership of bank shares.

Based upon the facts that you have provided, staff would not recommend that the Board find the Trust to be a "company" for the purposes of the BHC Act at this time. This opinion is based on a number of factors, including the fact that ownership in the Trust is not represented by shares or transferable rights, the grantor is the sole trustee of the Trust, the Trust terminates within the time periods established by the BHC Act, the Trust does not have the attributes or operations of a corporation, and the Trust appears to be an estate planning device as evidenced by the distribution of the Trust's assets to charities after the death of [names deleted].

This opinion is based on facts and representations that you have made and staff should be consulted regarding any difference or change in facts or circumstances. Because Bank is a state nonmember bank, you should contact the Federal Deposit Insurance Corporation to determine if establishment of the Trust would require filing a notice with the Federal Deposit Insurance Corporation under the Change In Bank Control Act (12 U.S.C. § 1817(j)).

Sincerely yours,

(signed) Scott G. Alvarez

Scott G. Alvarez