The Charles Schwab Corporation San Francisco, California Order Approving Formation of a Bank Holding Company and Notice to Acquire Nonbanking Companies

The Charles Schwab Corporation ("Schwab") has requested the Board's approval under section 3 of the Bank Holding Company Act ("BHC Act") (12 U.S.C. § 1842) to become a bank holding company by acquiring all the voting shares of U.S. Trust Corporation, New York, New York ("US Trust"), and of US Trust's subsidiary banks, including its lead subsidiary bank, United States Trust Company of New York, New York, New York ("UST-NY").

...The Board has carefully considered the financial and managerial resources and future prospects of the companies and banks involved in the proposal, the effect the proposed transaction would have on such resources, and other supervisory factors in light of all the facts of record. In evaluating the financial and managerial factors, the Board has reviewed confidential examination and other supervisory information assessing the financial and managerial strength of Schwab and its subsidiaries and of US Trust and its subsidiaries, including UST-NY in particular. In addition, the Board has reviewed public and confidential supervisory reports and information regarding the activities and financial position of the regulated subsidiaries of Schwab. The Board consistently has considered capital adequacy to be an especially important aspect in analyzing financial factors.

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