EXHIBIT 99.2
UNITED STATES OF AMERICA
DEPARTMENT OF THE TREASURY
COMPTROLLER OF THE CURRENCY
_________________________________________
)
IN THE MATTER OF: )
) AA-EC-07-58
Union Bank of California, N.A. )
San Francisco, California )
_________________________________________)
STIPULATION AND CONSENT TO THE ISSUANCE
OF A CONSENT ORDER
The Comptroller of the Currency of the United States of America
("Comptroller") intends to assess a civil money penalty and to impose a cease
and desist order against Union Bank of California, N.A., San Francisco,
California ("Bank") pursuant to 12 U.S.C. ss. 1818(b) and 1818(i)(2) for
violations of the Bank Secrecy Act, 31 U.S.C. ss.ss. 5311, et seq. and OCC
regulations 12 C.F.R. ss.ss. 21.11 and 21.21 thereunder, and 12 U.S.C. ss.
1818(s).
The Bank, in the interest of compliance and cooperation, enters into this
Stipulation and Consent to the Issuance of a Consent Order for a Civil Money
Penalty and to Cease and Desist dated 9/14/07 ("Stipulation") (i) without
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any adjudication on the merits and (ii) without admitting or denying the
Comptroller's Findings, except as to jurisdiction (Article I below), which
jurisdiction is admitted;
In consideration of the above premises, the Comptroller, through his
authorized representative, and the Bank, through its duly elected and acting
Board of Directors, hereby stipulate and agree to the following:
ARTICLE I
JURISDICTION
(1) The Bank is a national banking association chartered and examined by
the Comptroller pursuant to the National Bank Act of 1864, as amended, 12 U.S.C.
ss. 1 ET SEQ.
(2) The Comptroller is "the appropriate Federal banking agency" regarding
the Bank pursuant to 12 U.S.C. ss.ss. 1813(q) and 1818(b).
(3) The Bank is an "insured depository institution" within the meaning of
12 U.S.C. ss. 1818(b)(1).
(4) As a result of this Order,
(a) the Bank is not an "eligible bank" pursuant to 12 C.F.R. ss.
5.3(g)(4) for the purposes of 12 C.F.R. Part 5 regarding rules,
policies and procedures for corporate activities, unless
otherwise informed in writing by the OCC.
(b) the Bank is not subject to the limitation of 12 C.F.R. ss.
5.51(c)(6)(ii) for the purposes of 12 C.F.R. ss. 5.51 requiring
OCC approval of a change in directors and senior executive
officers, unless otherwise informed in writing by the OCC.
(c) the Bank is not subject to the limitation on golden parachute and
indemnification payments provided by 12 C.F.R. ss.
359.1(f)(1)(ii)(C) and 12 C.F.R. ss. 5.51(c)(6)(ii), unless
otherwise informed in writing by the OCC.
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(d) the Bank's status as an "eligible bank" remains unchanged
pursuant to 12 C.F.R. ss. 24.2(e)(4) for the purposes of 12
C.F.R. Part 24 regarding community and economic development,
unless otherwise informed in writing by the OCC.
ARTICLE II
AGREEMENT
(1) The Bank, without admitting or denying any wrongdoing, hereby consents
and agrees to issuance of the Consent Order for a Civil Money Penalty and to
Cease and Desist ("Order") by the Comptroller.
(2) The Bank further agrees that said Order shall be deemed an "order
issued with the consent of the depository institution" as defined in 12 U.S.C.
ss. 1818(h)(2), and consents and agrees that said Order shall become effective
upon its issuance and shall be fully enforceable by the Comptroller under the
provisions of 12 U.S.C. ss. 1818(i). Notwithstanding the absence of mutuality of
obligation, or of consideration, or of a contract, the Comptroller may enforce
any of the commitments or obligations herein undertaken by the Bank under his
supervisory powers, including 12 U.S.C. ss. 1818(i), and not as a matter of
contract law. The Bank expressly acknowledges that neither the Bank nor the
Comptroller has any intention to enter into a contract.
(3) The Bank also expressly acknowledges that no officer or employee of the
Comptroller has statutory or other authority to bind the United States, the U.S.
Treasury Department, the Comptroller, or any other federal bank regulatory
agency or entity, or any officer or employee of any of those entities to a
contract affecting the Comptroller's exercise of his supervisory
responsibilities.
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(4) The Bank further agrees not to take any action or to make or permit to
be made any public statement denying, directly or indirectly, the specific acts,
omissions, or violations referenced in this Order or otherwise creating the
impression that this Order is without factual basis. If the Bank violates this
provision, the OCC may set aside this settlement and commence administrative
proceedings on the actions alleged herein.
(5) The OCC does release and discharge the Bank from all potential claims
and charges that have been or might have been asserted by the OCC based on the
violations described in the Comptroller's Findings set forth in Article I of the
Order to the extent known to the OCC as of the effective date of the Order.
However, the violations alleged in Article I of the Order may be utilized by the
OCC in future enforcement actions to establish a pattern or practice of
violations or the continuation of a pattern or practice of violations. This
release shall not preclude or affect any right of the OCC to determine and
ensure compliance with the terms and provisions of this Stipulation and the
Order.
(6) The Bank agrees that the provisions of this Stipulation and Consent
shall not inhibit, estop, bar, or otherwise prevent the Comptroller from taking
any other action affecting the Bank if, at any time, it deems it appropriate to
do so to fulfill the responsibilities placed upon it by the several laws of the
United States of America.
ARTICLE III
WAIVERS
(1) The Bank, by signing this Stipulation and Consent, hereby waives:
(a) the issuance of a Notice of Charges pursuant to 12 U.S.C. ss.
1818(b);
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(b) any and all procedural rights available in connection with the
issuance of the Order;
(c) all rights to a hearing and a final agency decision pursuant to
12 U.S.C. ss. 1818(i), 12 C.F.R. Part 19
(d) all rights to seek any type of administrative or judicial review
of the Order; and
(e) any and all rights to challenge or contest the validity of the
Order.
IN TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller as his
representative, has hereunto set his hand on behalf of the Comptroller.
/s/ DELORA NG JEE 9/14/07
_______________________ _______
Delora Ng Jee Date
Deputy Comptroller
Large Bank Supervision
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IN TESTIMONY WHEREOF, the undersigned, as the duly elected and acting
Board of Directors of the Bank, have hereunto set their hands on behalf of the
Bank.
/s/ NORIMICHI KANARI 8/28/07
______________________________ ________
Norimichi Kanari Date
/s/ AIDA M. ALVAREZ 8/28/07
______________________________ ________
Aida M. Alvarez Date
/s/ DAVID R. ANDREWS
______________________________ ________
David R. Andrews Date
/s/ NICHOLAS B. BINKLEY 8/28/07
______________________________ ________
Nicholas B. Binkley Date
/s/ L. DALE CRANDALL 8/28/07
______________________________ ________
L. Dale Crandall Date
/s/ MURRAY H. DASHE 8/28/07
______________________________ ________
Murray H. Dashe Date
/s/ RICHARD D. FARMAN 8/28/07
______________________________ ________
Richard D. Farman Date
/s/ PHILIP B. FLYNN
______________________________ ________
Philip B. Flynn Date
/s/ MICHAEL J. GILLFILLAN 8/28/07
______________________________ ________
Michael J. Gillfillan Date
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/s/ MOHAN S. GYANI
______________________________ ________
Mohan S. Gyani Date
/s/ RONALD L. HAVNER JR.
______________________________ ________
Ronald L. Havner Jr. Date
/s/ MARY S. METZ 8/28/07
______________________________ ________
Mary S. Metz Date
/s/ J. FERNANDO NIEBLA 8/28/07
______________________________ ________
J. Fernando Niebla Date
/s/ MASASHI OKA 8/28/07
______________________________ ________
Masashi Oka Date
/s/ KYOTA OMORI 8/28/07
______________________________ ________
Kyota Omori Date
/s/ MASAAKI TANAKA 8/28/07
______________________________ ________
Masaaki Tanaka Date
/s/ DEAN A. YOOST 8/28/07
______________________________ ________
Dean A. Yoost Date
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