DNBNOR - CONCESSION TERMS FOR THE BANK MERGER

Reference is made to the letter from the Ministry of http://www.newsweb.no/index.asp?melding_ID=87468 Finance dated 28 November 2003, granting a concession for a merger between Den norske Bank ASA and Union Bank of Norway ASA. According to the letter, the merger between the two banks cannot be implemented until the Ministry has considered whether a decision should be made concerning the duty to pay a fee etc. to the relevant Guarantee Fund pursuant to Section 2-9, third paragraph, of the Guarantee Schemes Act. Reference is made to the letter from the Ministry of Finance dated 28 November 2003, granting a concession for a merger between Den norske Bank ASA and Union Bank of Norway ASA. According to the letter, the merger between the two banks cannot be implemented until the Ministry has considered whether a decision should be made concerning the duty to pay a fee etc. to the relevant Guarantee Fund pursuant to Section 2-9, third paragraph, of the Guarantee Schemes Act. According to a letter dated 19 December 2003, the Ministry of Finance has considered the matter and gives its approval to the implementation of the merger prior to the combination of the Guarantee Funds without payment of additional fees on the following terms: DnB NOR Bank ASA is required to issue a guarantee to the Savings Banks` Guarantee Fund corresponding to the increase in the Fund`s liabilities resulting from the merger between Den norske Bank ASA and Union Bank of Norway ASA. The guarantee can only be exercised after the paid-in capital has been used and the ordinary guarantee liabilities pursuant to the Guarantee Schemes Act have been met. A further condition is that the Commercial Banks` Guarantee Fund must issue an irrevocable guarantee to the Savings Banks` Guarantee Fund for an amount corresponding to minimum three times the ordinary fee payable by Den norske Bank ASA in 2004 if the bank had still been a member of the Commercial Banks` Guarantee Fund.