Mark A. Weiss, Esquire
Covington & Burling
1201 Pennsylvania Avenue, N.W.
P.O. Box 7566
Washington, D.C. 20044-7566

Dear Mr. Weiss:

This letter responds to your request regarding a proposal by [name deleted] ("Company") to allow individuals who are simultaneously employees of [name deleted] ("Securities"), and of [name deleted] ("Bank"), to sell annuities from the premises of Bank. You request confirmation that this proposal would be permissible under the Bank Holding Company Act.

The proposal involves individuals who would be employees of Securities and would be registered with the NASD as registered representatives of Securities. We understand that the individuals would also be employees of Bank, would be licensed in Florida as insurance agents through Bank, and would sell annuities only on behalf of Bank. Bank would be responsible for the insurance licensing of the dual employees in connection with annuity sales activities, and would provide initial and ongoing training and supervision to the dual employees in connection with these annuity sales activities. Bank would enter into separate agreements directly with the dual employees that would cover the employee's obligations to Bank and the compensation to be paid to the employees for sales of annuities, and Bank would pay compensation for the sales of annuities directly to the dual employees. Securities would be held harmless for the activities of the employees when they are acting on behalf of Bank in selling annuities.

The dual employees would sell annuities on the Bank's premises in areas separate and distinct from areas of the Bank where insured deposits are accepted, and would abide by the Interagency Statement on Retail Sales of Nondeposit Investment Products in connection with these sales. The employees would use disclosures, business cards, marketing information, and application and acknowledgement forms to distinguish sales of annuities from sales of deposit products at the Bank. These disclosures would include the fact that the annuities are not insured by the FDIC, are not deposits of or other obligations of the Bank or affiliated banks, and are subject to investment risk, including possible loss of principal.

You have represented that this proposal involves only the sale of annuities, and that Bank is permitted under the National Bank Act to sell annuities directly. In addition, you have represented that neither Company nor any nonbank subsidiary of Company, such as Securities, would engage in the sale of annuities. Securities would receive no compensation or commissions from the sales of annuities, and Securities would have no involvement in this activity beyond allowing its employees to serve also as employees of Bank. Securities does not propose to lease Bank's premises.

Based on all the facts of record, including the fact that the proposal involves financial activities, staff would not recommend that the Board take action if Company proceeds with this proposal. This view is limited to the specific facts of Company's proposal as you have presented them to Board staff, including those facts and representations discussed above, and is given in reliance on the facts that you have presented to date. Any change in circumstances or any evidence that the sale of annuities is in fact being conducted by Securities, Company or any nonbank affiliate of Company may result in a different opinion. Accordingly, you should notify Board staff promptly if any facts or circumstances regarding the conduct of this activity should differ from those discussed in this letter.

Sincerely yours,

(Signed) Scott G. Alvarez

Scott G. Alvarez

cc: Federal Reserve Bank of Atlanta