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Release Date: January 14, 1998

For immediate release

The Federal Reserve Board announced today its approval of the application of Bank of Scotland, Edinburgh, Scotland, to establish a representative office in Seattle, Washington.

Attached is the Board's Order relating to this action.

Bank of Scotland
Edinburgh, Scotland

Order Approving Establishment of a Representative Office

Bank of Scotland ("Bank"), Edinburgh, Scotland, a foreign bank within the meaning of the International Banking Act ("IBA"), has applied under section 10(a) of the IBA (12 U.S.C. § 3107(a)) to establish a representative office in Seattle, Washington. The Foreign Bank Supervision Enhancement Act of 1991 ("FBSEA"), which amended the IBA, provides that a foreign bank must obtain the approval of the Board to establish a representative office in the United States.

Notice of the application, affording interested persons an opportunity to submit comments, has been published in a newspaper of general circulation in Seattle, Washington (The Seattle Times, August 5, 1997). The time for filing comments has expired, and the Board has considered the application and all comments received.

Bank, with approximately $77.1 billion in assets,1 is the eighth largest bank in the United Kingdom.

Bank's shares are publicly traded and widely held.

Bank has an extensive worldwide network of branches and subsidiaries and provides a wide range of banking and financial services throughout the United Kingdom and internationally. In the United States, Bank operates a branch in New York, New York; and representative offices in Houston, Texas; Chicago, Illinois; Jacksonville, Florida; and Los Angeles, California.

Bank proposes to establish the representative office in Seattle in order to develop business opportunities in the Pacific Northwest. The proposed representative office would report to the New York branch, and all credit decisions would be made by the New York branch or Bank's head office in Scotland. No funds would be solicited, received or disbursed at or through the representative office.

In acting on an application to establish a representative office, the IBA and Regulation K provide that the Board shall take into account whether the foreign bank engages directly in the business of banking outside of the United States and has furnished to the Board the information it needs to assess the application adequately. The Board also shall take into account whether the foreign bank and any foreign bank parent is subject to comprehensive supervision or regulation on a consolidated basis by its home country supervisor (12 U.S.C. § 3107(a)(2); 12 C.F.R. 211.24).2 The Board may also take into account additional standards as set forth in the IBA and Regulation K (12 U.S.C. § 3105(d)(3)-(4); 12 C.F.R. 211.24(c)).

As noted above, Bank engages directly in the business of banking outside the United States. Bank also has provided the Board with information necessary to assess the application through submissions that address the relevant issues. With respect to supervision by home country authorities, the Board previously has determined, in connection with applications involving other banks in the United Kingdom, that those banks were subject to home country supervision on a consolidated basis.3 Bank is supervised by the Bank of England on substantially the same terms and conditions as those other banks. Based on all the facts of record, the Board has determined that Bank is subject to comprehensive supervision and regulation on a consolidated basis by its home country supervisor.

The Board also has taken into account the additional standards set forth in section 7 of the IBA and Regulation K (12 U.S.C. § 3105(d)(3),(4); 12 C.F.R. 211.24(c)(2)). The Bank of England has no objection to Bank's establishment of the proposed representative office.

With respect to the financial and managerial resources of Bank, taking into consideration Bank's record of operations in its home country, its overall financial resources, and its standing with its home country supervisors, the Board also has determined that financial and managerial factors are consistent with approval of the proposed representative office. Bank appears to have the experience and capacity to support the proposed representative office and has established controls and procedures for the proposed representative office to ensure compliance with U.S. law.

With respect to access to information about Bank's operations, the Board has reviewed the restrictions on disclosure in relevant jurisdictions in which Bank operates and has communicated with relevant government authorities regarding access to information. Bank has committed to make available to the Board such information on the operations of Bank and any of its affiliates that the Board deems necessary to determine and enforce compliance with the IBA, the Bank Holding Company Act of 1956, as amended, and other applicable federal law. To the extent that the provision of such information to the Board may be prohibited by law, Bank has committed to cooperate with the Board to obtain any necessary consents or waivers that might be required from third parties for disclosure of such information. In light of these commitments and other facts of record, and subject to the condition described below, the Board concludes that Bank has provided adequate assurances of access to any necessary information the Board may request.

On the basis of all the facts of record, and subject to the commitments made by Bank, as well as the terms and conditions set forth in this order, the Board has determined that Bank's application to establish a representative office should be, and hereby is, approved. Should any restrictions on access to information on the operations or activities of Bank and its affiliates subsequently interfere with the Board's ability to obtain information to determine and enforce compliance by Bank or its affiliates with applicable federal statutes, the Board may require termination of any of Bank's direct or indirect activities in the United States. Approval of this application is also specifically conditioned on Bank's compliance with the commitments made in connection with this application, and with the conditions in this order.4 The commitments and conditions referred to above are conditions imposed in writing by the Board in connection with its decision, and may be enforced in proceedings under 12 U.S.C. § 1818 against Bank and its affiliates.

By order of the Board of Governors,5 effective January 14, 1998.

(signed) Jennifer J. Johnson

Jennifer J. Johnson

Deputy Secretary of the Board


1 Asset data are as of February 28, 1997.

2 In assessing this standard, the Board considers, among other factors, the extent to which the home country supervisors: (i) ensure that the bank has adequate procedures for monitoring and controlling its activities worldwide; (ii) obtain information on the condition of the bank and its subsidiaries and offices through regular examination reports, audit reports, or otherwise; (iii) obtain information on the dealings with and relationship between the bank and its affiliates, both foreign and domestic; (iv) receive from the bank financial reports that are consolidated on a worldwide basis, or comparable information that permits analysis of the bank's financial condition on a worldwide consolidated basis; and (v) evaluate prudential standards, such as capital adequacy and risk asset exposure, on a worldwide basis. These are indicia of comprehensive, consolidated supervision. No single factor is essential and other elements may inform the Board's determination.

3 See Coutts & Co. AG, 79 Federal Reserve Bulletin 636 (1993); Singer & Friedlander, 79 Federal Reserve Bulletin 809 (1993); West Merchant Bank Limited, 81 Federal Reserve Bulletin 519 (1995).

4 The Board's authority to approve the establishment of the proposed office parallels the continuing authority of the State of Washington to license offices of a foreign bank. The Board's approval of this application does not supplant the authority of the State of Washington and the Washington State Banking Department ("Department") to license the proposed office of Bank in accordance with any terms or conditions that the Department may impose.

5 Voting for this action: Chairman Greenspan and Governors Kelley, Phillips, Meyer, Ferguson, and Gramlich. Absent and not voting: Vice Chair Rivlin.

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