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Yasuda Bank and Trust Company (U.S.A.)

September 8, 1999

Mr. Tetsuo Ozaki
Joint General Manager
The Dai-Ichi Kangyo Fuji Trust & Banking Co., Ltd.
6-2, Marunouchi, 1-chrome
Chiyoda-ku, Tokyo 100-0005, Japan

Subject: Yasuda Bank and Trust Company (U.S.A.)
New York City, New York
Notice of Change in Control

Dear Mr. Ozaki:

We have reviewed and evaluated the Notice of Change in Control filed by Mr. Stuart M. Kuntz on behalf of The Dai-Ichi Kangyo Fuji Trust & Banking Co., Ltd. and received in the New York Regional Office on July 6, 1999. Based on the information contained in the Notice, and after considering the views of the State Authority and Federal Reserve of New York, we issue this letter to convey our intent not to disapprove the acquisition. The proposed transaction may proceed as soon as all other required regulatory approvals are received.

Our intent not to disapprove is based on the specific information contained in the Notice and related information provided in support of the Notice. An acquisition which is inconsistent with the information contained therein may be viewed as a violation of the Change in Bank Control Act and may be subject to civil money penalties or criminal prosecution. Any changes in the information provided in the Notice, such as the number of shares to be acquired, or the terms or conditions of the proposal, may alter the Corporation's findings on the proposed acquisition. Therefore, any such changes must be reported to the New York Regional Office in writing and acknowledged by that office in writing prior to the consummation of the acquisition. Depending on the circumstances, additional information or reconsideration may be necessary.

It is requested that you advise Daryl P. Stum, Regional Director, Federal Deposit Insurance Corporation, 452 Fifth Avenue, 19th Floor, New York, New York 10018 in writing when the transaction has been consummated. If the transaction is or will be delayed beyond one year from the date of this letter, please advise Mr. Stum in writing.


Michael J. Zamorski
Deputy Director