Unionbancal Corporation - Page 4




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          Respondent denied petitioner’s claim for a deduction in taxable             
          year 1988 for the remaining amount of the loss associated with              
          the sale of the loan portfolio (i.e., $85.6 million).                       
          Organizational Structure and History                                        
               On October 31, 1988, and at all prior times relevant hereto,           
          Standard Chartered Holdings, Inc. (Standard Chartered) was the              
          sole shareholder of Union Bancorp, which in turn was the sole               
          shareholder of Union Bank, a U.S. corporation.  Standard                    
          Chartered Overseas Holdings, Ltd. (SCOH), a United Kingdom                  
          corporation, owned all of the stock in Standard Chartered.                  
          Standard Chartered Bank (Standard Chartered-U.K.), a United                 
          Kingdom corporation, owned all of the stock in SCOH.  Therefore,            
          Standard Chartered-U.K. was the indirect parent of Union Bank.              
               On October 31, 1988, SCOH sold all its stock in Standard               
          Chartered to California First Bank, an unrelated party.  On                 
          November 1, 1988, Standard Chartered and its subsidiaries, Union            
          Bancorp and Union Bank, were liquidated into California First               
          Bank.  California First Bank then changed its name to Union Bank.           
               On April 1, 1996, BanCal Tri-State Corp., a Delaware                   
          corporation and parent of The Bank of California, merged into               
          Union Bank, with Union Bank surviving.  Union Bank transferred              
          all the assets of its banking business to The Bank of California,           
          and Union Bank then changed its name to petitioner's present                
          name, UnionBanCal Corp.                                                     





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