Grant of Individual Exemptions; San Diego National Bank

DEPARTMENT OF LABOR

Pension and Welfare Benefits Administration

[Prohibited Transaction Exemption 96-50; Exemption Application No. D-

10039, et al.]

Grant of Individual Exemptions; San Diego National Bank

AGENCY: Pension and Welfare Benefits Administration, Labor.

ACTION: Grant of individual exemptions.

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SUMMARY: This document contains exemptions issued by the Department of

Labor (the Department) from certain of the prohibited transaction

restrictions of the Employee Retirement Income Security Act of 1974

(the Act) and/or the Internal Revenue Code of 1986 (the Code).

Notices were published in the Federal Register of the pendency

before the Department of proposals to grant such exemptions. The

notices set forth a summary of facts and representations contained in

each application for exemption and referred interested persons to the

respective applications for a complete statement of the facts and

representations. The applications have been available for public

inspection at the Department in Washington, D.C. The notices also

invited interested persons to submit comments on the requested

exemptions to the Department. In addition the notices stated that any

interested person might submit a written request that a public hearing

be held (where appropriate). The applicants have represented that they

have complied with the requirements of the notification to interested

persons. No public comments and no requests for a hearing, unless

otherwise stated, were received by the Department.

The notices of proposed exemption were issued and the exemptions

are being granted solely by the Department because, effective December

31, 1978, section 102 of Reorganization Plan No. 4 of 1978 (43 FR

47713, October 17, 1978) transferred the authority of the Secretary of

the Treasury to issue exemptions of the type proposed to the Secretary

of Labor.

Statutory Findings

In accordance with section 408(a) of the Act and/or section

4975(c)(2) of the Code and the procedures set forth in 29 CFR Part

2570, Subpart B (55 FR 32836, 32847, August 10, 1990) and based upon

the entire record, the Department makes the following findings:

(a) The exemptions are administratively feasible;

(b) They are in the interests of the plans and their participants

and beneficiaries; and

(c) They are protective of the rights of the participants and

beneficiaries of the plans.

San Diego National Bank Deferred Savings Plan (the Plan) Located in San

Diego, California

[Prohibited Transaction Exemption 96-50; Exemption Application No. D-

10039]

Exemption

The restrictions of sections 406(a), 406(b)(1) and (b)(2), and

407(a) of the Act and the sanctions resulting from the application of

section 4975 of the Code, by reason of section 4975(c)(1) (A) through

(E) of the Code, shall not apply to (1) the past acquisition by the

Plan of certain stock rights (the Rights) pursuant to a stock rights

offering (the Offering) by SDNB Financial Corp., a California

corporation (the Parent), which wholly-owns and is the parent company

of the San Diego National Bank (the Employer), the sponsor of the Plan

and a party in interest with respect to the Plan; (2) the past holding

of the Rights during the subscription period of the Offering; and (3)

the disposition or exercise of the Rights by the Plan; provided the

following conditions are satisfied: (a) The acquisition and holding of

the Rights by the Plan occurred in connection with the Offering made

available to all shareholders of the common stock of the Parent; (b)

all holders of the common stock of the Parent were treated in a like

manner, with respect to the Offering, including the Plan; and (c) all

decisions regarding holding and disposing of the Rights by the Plan

were made in accordance with Plan provisions for individually-directed

investment of participant accounts by the individual participant whose

account in the Plan received Rights in the Offering, and if no

instructions were received the Rights were sold.

EFFECTIVE DATE: The effective date of this exemption is May 30, 1995.

FOR FURTHER INFORMATION CONTACT: Mr. C.E. Beaver of the Department,

telephone (202) 219-8881. (This is a toll-free number.)

Puckett Machinery Company Profit Sharing Plan (the Plan), Located in

Jackson, Mississippi

[Prohibited Transaction Exemption 96-51; Exemption Application No. D-

10149]

Exemption

The restrictions of sections 406(a), 406(b)(1) and 406(b)(2) of the

Act and the sanctions resulting from the application of section 4975 of

the Code, by reason of section 4975(c)(1)((A) through (E) of the Code

shall not apply to the sale (the Sale) of improved real property (the

Property) by the Plan to Richard H. Puckett, a party in interest with

respect to the Plan provided that: (a) The Sale is a one time

transaction for cash; (b) the Plan will receive the greater of $315,000

or the fair market value of the Property at the time of the Sale; (c)

the Property has been appraised by an independent and qualified real

estate appraiser; (d) the Plan will pay no fees or commissions

associated with the Sale; and (e) the terms and conditions of the Sale

are at least as favorable as those obtainable with an unrelated third

party.

For a more complete statement of the facts and representations

supporting the Department's decision to grant this exemption, refer to

the notice of proposed exemption published on April 4, 1996 at 61 FR

15143.

For further information contact: Allison Padams of the Department,

telephone (202) 219-8971. (This is not a toll-free number.)

[[Page 36767]]

First Virginia Banks, Inc. Located in Falls Church, Virginia

[Prohibited Transaction Exemption 96-52; Application Nos. D-10175 thru

D-10177]

Exemption

Section I--Transactions

The restrictions of sections 406(a), 406(b)(1) and 406(b)(2) of the

Act and the sanctions resulting from the application of section 4975 of

the Code, by reason of section 4975(c)(1)(A) through (E) of the Code,

shall not apply to the following transactions provided that all of the

conditions set forth in Section II below are met:

(a) The cash sale on December 23, 1994 of certain variable rate

certificates of deposit (CDs) issued by Merrill Lynch National Bank,

Salt Lake City, Utah (the Merrill Lynch CDs) by forty (40) employee

benefit plans, Keogh plans and individual retirement accounts (IRAs),

for which First Knoxville Bank in Knoxville, Tennessee (the Bank)

serves as a fiduciary, to First Virginia Banks, Inc. (First Virginia),

a party in interest or disqualified person with respect to such plans

and IRAs;

(b) The cash sale on various dates during 1995 of certain fixed

rate CDs issued by various unrelated financial institutions (the Fixed

Rate CDs) by eighteen (18) employee benefit plans, Keogh plans and

IRAs, for which the Bank serves as a fiduciary to First Virginia, a

party in interest or disqualified person with respect to such plans and

IRAs; and

(c) The proposed cash sale of certain additional fixed rate CDs

issued by various unrelated financial institutions (the Additional

Fixed Rate CDs) by approximately twenty-one (21) employee benefit

plans, Keogh plans and IRAs, for which the Bank serves as a fiduciary,

to First Virginia, a party in interest or disqualified person with

respect to such plans and IRAs.

Section II--Conditions

(a) Each sale is a one-time transaction for cash;

(b) Each plan or IRA (hereafter referred to as ``Plan'') receives

an amount which is equal to the greater of (i) the face amount of the

CDs owned by the Plan, plus accrued but unpaid interest, at the time of

sale, or (ii) the fair market value of the CDs owned by the Plan as

determined by an independent, qualified appraiser at the time of the

sale;

(c) The Plans do not pay any commissions or other expenses with

respect to the sale of such CDs;

(d) The Bank, as trustee of the Plans, determines that the sale of

the CDs is in the best interests of each Plan and its participants and

beneficiaries at the time of the transaction;

(e) The Bank takes all appropriate actions necessary to safeguard

the interests of the Plans and their participants and beneficiaries in

connection with the transactions;

(f) Each Plan receives a reasonable rate of interest on the CDs

during the period of time such CDs are held by the Plan;

(g) The Bank or an affiliate maintains for a period of six years

the records necessary to enable the persons described below in

paragraph (h) to determine whether the conditions of this exemption

have been met, except that (1) a prohibited transaction will not be

considered to have occurred if, due to circumstances beyond the control

of the Bank or affiliate, the records are lost or destroyed prior to

the end of the six-year period, and (2) no party in interest other than

the Bank or affiliate shall be subject to the civil penalty that may be

assessed under section 502(i) of the Act or to the taxes imposed by

section 4975 (a) and (b) of the Code if the records are not maintained

or are not available for examination as required by paragraph (h)

below; and

(h)(1) Except as provided below in paragraph (h)(2) and

notwithstanding any provisions of section 504(a)(2) of the Act, the

records referred to in paragraph (g) are unconditionally available at

their customary location for examination during normal business hours

by--

(i) Any duly authorized employee or representative of the

Department or the Internal Revenue Service,

(ii) Any fiduciary of the Client Plans who has authority to acquire

or dispose of shares of the Funds owned by the Client Plans, or any

duly authorized employee or representative of such fiduciary, and

(iii) Any participant or beneficiary of the Client Plans or duly

authorized employee or representative of such participant or

beneficiary;

(2) None of the persons described in paragraph (h)(1) (ii) and

(iii) shall be authorized to examine trade secrets of the Bank, or

commercial or financial information which is privileged or

confidential.

EFFECTIVE DATE: This exemption is effective as of December 23, 1994,

for the transactions described in Section I(a) above, and the various

appropriate sale dates in 1995 for the transactions described above in

Section I(b).

For a more complete statement of the facts and representations

supporting the Department's decision to grant this exemption, refer to

the notice of proposed exemption published on April 25, 1996, at 61 FR

18430.

FOR FURTHER INFORMATION CONTACT: Mr. E.F. Williams of the Department,

telephone (202) 219-8194. (This is not a toll-free number.)

AmSouth Bancorporation Thrift Plan (the Plan) Located in Birmingham,

Alabama

[Prohibited Transaction Exemption 96-53; Exemption Application No. D-

10185]

Exemption

The restrictions of sections 406(a) and 406 (b)(1) and (b)(2) of

the Act and the sanctions resulting from the application of section

4975 of the Code, by reason of section 4975(c)(1) (A) through (E) of

the Code, shall not apply to the cash sale (the Sale) of Guaranteed

Investment Contract No. 62531 and Guaranteed Investment Contract No.

62651 (collectively, GICs), both issued by Confederation Life Insurance

of Atlanta, Georgia, by the Plan to AmSouth Bancorporation, a Delaware

corporation, the sponsor of the Plan and a party in interest with

respect to the Plan; provided that (1) The Sale is a one-time

transaction for cash; (2) the Plan experiences no losses nor incurs any

expenses from the Sale; and (3) the Plan receives as consideration from

the Sale an amount, as expressed in paragraph No. 4 of the Notice of

Proposed Exemption, that is equal to the total amount expended by the

Plan when acquiring the GICs plus all interest earnings occurring under

the terms of the GICs until the date of the Sale.

For a more complete statement of the facts and representations

supporting the Department's decision to grant this exemption refer to

the notice of proposed exemption published on May 6, 1996, at 61 FR

20283.

COMMENTS: The Department received two written comments, both of which

were in favor of granting the proposed exemption. Accordingly, after

giving full consideration to the entire record, the Department has

determined to grant the exemption.

FOR FURTHER INFORMATION CONTACT: Mr. C.E. Beaver of the Department,

telephone (202) 219-8881. (This is not a toll-free number.)

General Information

The attention of interested persons is directed to the following:

(1) The fact that a transaction is the subject of an exemption

under section 408(a) of the Act and/or section 4975(c)(2) of the Code

does not relieve a fiduciary or other party in interest or

[[Page 36768]]

disqualified person from certain other provisions to which the

exemptions does not apply and the general fiduciary responsibility

provisions of section 404 of the Act, which among other things require

a fiduciary to discharge his duties respecting the plan solely in the

interest of the participants and beneficiaries of the plan and in a

prudent fashion in accordance with section 404(a)(1)(B) of the Act; nor

does it affect the requirement of section 401(a) of the Code that the

plan must operate for the exclusive benefit of the employees of the

employer maintaining the plan and their beneficiaries;

(2) These exemptions are supplemental to and not in derogation of,

any other provisions of the Act and/or the Code, including statutory or

administrative exemptions and transactional rules. Furthermore, the

fact that a transaction is subject to an administrative or statutory

exemption is not dispositive of whether the transaction is in fact a

prohibited transaction; and

(3) The availability of these exemptions is subject to the express

condition that the material facts and representations contained in each

application accurately describes all material terms of the transaction

which is the subject of the exemption.

Signed at Washington, DC, this 9th day of July, 1996.

Ivan Strasfeld,

Director of Exemption Determinations, Pension and Welfare Benefits

Administration, Department of Labor.

[FR Doc. 96-17806 Filed 7-11-96; 8:45 am]

BILLING CODE 4510-29-P