Shaw Pittman comment ltr re Reg. B

LISA BYINGTON 202.663.8296 lisa.byington@shawpittman.com September 2, 2004 By Electronic Mail Mr. Jonathan G. Katz Secretary Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-0609 Re: Regulation B; Release No. 34-49879; File No. S7-26-04 Dear Mr. Katz, Shaw Pittman appreciates the opportunity to present the views of an FDIC-insured depository trust company client relating to the Securities and Exchange Commission’s (the “Commission’s”) proposed Regulation B regarding specific exemptions for banks from the definition of the term “broker” under Section 3(a)(4) of the Securities Exchange Act of 1934 (the “Act”). We appreciate the Commission’s efforts to meet with the banking industry to understand their traditional banking and securities activities. However, we continue to have concerns with respect to certain aspects of the Commission’s interpretation of the statutory exceptions and the proposed regulatory exemptions. Because a complete discussion of these concerns would necessarily involve confidential and proprietary information relating to our client’s current business and strategic plans, those concerns are addressed here in summary. We appreciate the Commission’s willingness to meet with us in order to develop a more complete understanding of our concerns. Our comments focus on provisions under proposed Regulation B relating to certain aspects of the employee benefit plan exemption, the safekeeping ...