0902004 Informal Interpretation

February 10,2009

Ms. Sheila Coleman
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580

Re: Ordinary CourseExemption under 15 U.S.C. 18a(c)(11)

Dear Sheila:

AsI mentioned in our telephone conversation on February 9, 2009, I am writing toconfirm our conversation that the exemption set forth in 15 U.S.C. 18a(c)(11)of the Hart-Scott-Rodino Antitrust Improvements Act (the "Exemption")applies to the transaction described below.

Asyou will recall, the transaction involves a national banking association headquarteredin Nebraska (the "Buyer") acquiring all or substantially all of thecredit card accounts of a federally chartered credit union (the"Seller") with locations only in California. The Buyer is a privatelyowned bank which has locations throughout the Midwest, but no branches in California. As part of its business, the Buyer issues credit cards and credit cards are anordinary and usual part of the Buyer's business. Buyer is purchasing the creditcard accounts to run as a portion of its normal and customary business,servicing the accounts and directly treating the debtors as Buyer's customers.Buyer does not intend to re-sell the credit card accounts. In addition, theBuyer periodically acquires credit card portfolios from third parties and the acquisitionof credit card portfolios is in the ordinary course of the Buyer's business.The Buyer is not acquiring all of the assets of the Seller; just all orsubstantially all of the credit card accounts of the Seller.

Thesize of the transaction and the parties, without the application of anexemption, would otherwise fall within the premerger notification filingrequirements. The relevant portion of the Exemption provides that"acquisitions, solely for the purpose of investment, by any bank ... of... (B) assets in the ordinary course of its business" are exempt from therequirements of the Hart-Scott-Rodino Antitrust Improvements Act("Act") and therefore do not require reporting under the Act. In ourcall, you confirmed to us that the Exemption applies and the Buyer and theSeller need not file and report the transaction under the Act.

Wewould appreciate your confirmation that this letter summarizes our telephoneconversation of yesterday and that the Exemption applies to the above describedtransaction. If you have any questions or would like to discuss this matterfurther, please do not hesitate to contact me.