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September 24, 1999

Patrick J. Butler, Jr., Esq.
Phelps Dunbar, L.L.P.
Texaco Center
400 Poydras Street
New Orleans, Louisiana 70130-3245

Dear Mr. Butler:

This is in response to your letters dated September 10 and 20, 1999, on behalf of [BHC], regarding the applicability of section 4(c)(6) of the Bank Holding Company Act (12 U.S.C. 1843(c)(6)) ("BHC Act") to a proposed investment by [BHC].

We understand from your letters that [BHC] proposes to acquire all of the Class B Membership Units of [Mississippi LLC], a Mississippi limited liability company. [Mississippi LLC's] only asset is a 50 percent interest in [Delaware LLC], a Delaware limited liability company. [Delaware LLC] is engaged in oil and gas exploration and the ownership, development, and operation of oil and gas properties. The Class B Membership Units to be acquired by [BHC] will be entitled to receive 20 percent of all cash distributions and allocations of income, gain, loss, deduction, and credit made by [Mississippi LLC]. Class A Membership Units of [Mississippi LLC] will be entitled to receive 80 percent of such distributions and allocations. The Class B Membership Units to be acquired by [BHC] will be convertible into no more than 4.9 percent of the Class A Membership Units of [Mississippi LLC] outstanding immediately after conversion.

You also have indicated that the Class A Membership Units of [Mississippi LLC] will vote on all matters and, in particular, will elect the Managers of [Mississippi LLC] and thereby control the day-to-day affairs of [Mississippi LLC]. Class B Membership Units will be entitled to vote only on the following matters: (i) the dissolution, liquidation, and winding up of [Mississippi LLC] or [Delaware LLC]; (ii) the issuance by [Mississippi LLC] of additional Class B Membership Units or certain Class A Membership Units or the admission by [Mississippi LLC] of new Class B Members; and (iii) the sale or other transfer of all or substantially all of the assets of [Mississippi LLC], the merger or consolidation of [Mississippi LLC], or an amendment to the Certificate of Formation or Operating Agreement of [Mississippi LLC] or [Delaware LLC], but only to the extent that such sale, merger, or amendment would significantly and adversely affect the rights or preferences of the Class B Membership Units.

In connection with its request, [BHC] has committed that it will not, directly or indirectly: (i) exercise or attempt to exercise a controlling influence over the management or policies of [Mississippi LLC] or [Delaware LLC] or any of their subsidiaries; (ii) seek or accept representation on the board of directors or managers of [Mississippi LLC] or [Delaware LLC] or any of their subsidiaries; (iii) serve, have or seek to have any employee or representative serve, as an officer, agent, or employee of [Mississippi LLC] or [Delaware LLC] or any of their subsidiaries; or (iv) threaten to dispose of shares of [Mississippi LLC] in any manner as a condition of specific action or non-action by [Mississippi LLC] or [Delaware LLC] or any of their subsidiaries.

After review of all the facts of record and the Board's precedents under section 4(c)(6) of the BHC Act, we do not propose to recommend that the Board take action in the event that [BHC] were to consummate the proposed investment in [Mississippi LLC].

Our view on this matter is based on all the facts of record, including the representations and commitments made by [BHC] in connection with its current request. Any changes in the facts presented could result in different conclusions and should be reported to staff immediately. This determination is limited solely to the investment described above, and does not address the permissibility of any other investments of [BHC].

Sincerely yours,

(Signed) Scott G. Alvarez

Scott G. Alvarez

Associate General Counsel

cc: Federal Reserve Bank of Atlanta

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