**Conditional Approval #560**

**January 2003**

December 3, 2002 By facscimile: 215.419.6743

and regular mail.

Mr. James R. Belanger, Esq.

First Vice President & Corporate Counsel

The Glenmede Corporation

One Liberty Place

1650 Market Street, Suite 1200

Philadelphia, PA 19103

Re: Application to merge The Glenmede Trust Co, Philadelphia, PA, and
The Glenmede Trust Company of NJ, Princeton, NJ, with and into The
Glenmede Trust Co NA, Philadelphia, PA The resulting Trust Company will
retain the charter number and title of " The Glenmede Trust Company,
National Association."

Control No.: 2002-NE-02-0030 Charter No.: 23864

Dear Mr. Belanger:

This is to inform you that today, the Office of the Comptroller of the
Currency (OCC) has conditionally approved the proposed merger of The
Glenmede Trust Company (GTC), Philadelphia, PA, and The Glenmede Trust
Company of New Jersey (GTCNJ), Princeton, NJ, with and into The Glenmede
Trust Company National Association (Bank), Philadelphia, PA. The
resulting Trust Company will retain the charter number and title of "The
Glenmede Trust Company, National Association." This conditional approval
was granted based on a thorough review of all information available,
including commitments and representations made in the application, the
merger agreement, and those of your representatives.

The Bank is a national bank whose operations are limited to those of a
trust company and activities related thereto. It does not accept
deposits, and it is not an insured bank under the Federal Deposit
Insurance Act ("FDIA"). The Bank's principal place of business is in
Pennsylvania, and it has trust offices in New Jersey and Delaware. The
two target institutions are state chartered by their respective states,
New Jersey and Pennsylvania. GTC also maintains a trust office in Ohio
and GTCNJ operates a second trust office in New Jersey. Like the Bank,
they do not accept deposits and are not insured under FDIA. The Bank and
the two state trust companies are affiliates.

Under the proposal, the two state trust companies will merge into the
Bank under 12 U.S.C. 215a, the Bank will succeed to the current
fiduciary business of each institution under 12 U.S.C. 215a(e), and
after the merger the Bank will continue engaging in fiduciary activities
through its offices in Pennsylvania, Delaware, New Jersey and Ohio.
Under section 215a, a national bank may merge with another national bank
or state bank, including state trust companies, located in the same
state, 21 U.S.C. 215a(a). For purposes of section 215a, a limited
purpose national trust bank is located in the state in which it has its
main office and in states in which it has a trust office. *See* Decision
on the Application to Merge Neuberger Berman Trust Company, New York,
New York, into Neuberger Berman National Trust Company, Seattle,
Washington (OCC Corporate Decision No. 2001 -- 29, September 28, 2001).
The Bank has its main office in Pennsylvania and trust offices in New
Jersey and Delaware, and so it is located in each of those states. The
two state trust companies are located in Pennsylvania and New Jersey,
respectively. Thus, the merger of each trust company into the Resulting
Bank is authorized under 215a.

The Bank currently conducts fiduciary business at its trust offices in
Pennsylvania, New Jersey and Delaware, and after the merger, it will
continue to do so. In addition, the Bank will operate a trust office in
Ohio where GTC maintains a trust office. National banks that have
fiduciary powers under 12 U.S.C. 92a may exercise those powers in any
state and may establish trust offices to facilitate that business. *See,
e.g*., 12 C.F.R. 9.7; OCC Interpretive Letter No. 866 (October 8, 1999);
OCC Interpretive Letter No. 695 (December 8, 1995).

The Bylaws of GTCNA provide for a special Board of The Pew Charitable
Trusts that is comprised of members of GTCNA\'s Board of Directors,
officers, and other appointees. The Board of The Pew Charitable Trusts
is responsible for the finances, administration and eleemosynary
purposes of The Pew Charitable Trusts. Under the provisions of the
Bylaws, which describe how actions are taken for The Pew Charitable
Trusts division, the Board of Directors of GTCNA has ultimate
responsibility for and oversight of the activities of The Pew Charitable
Trusts Division.

The preliminary conditional approval to the merger is subject to the
following conditions "imposed in writing by the agency in connection
with the granting of any application or other request" within the
meaning of 12 U.U.C. 1818 and, as such, are enforceable under 12 U.S.C.
1818:

1\. Upon consummation, at all times, Bank shall maintain a minimum of
\$10 million in

Tier 1 capital.

2.  If the Bank fails to maintain Tier I capital in the amount of \$10
    million, the Bank shall be

> deemed "undercapitalized," for the purpose of 12 U.S.C. 1831o and 12
> C.F.R. Part 6, and the OCC shall have the authority to take any action
> authorized under all provisions of 12 U.S.C. 1831o and 12 C.F.R. Part
> 6 applicable to an undercapitalized national bank. For purposes of
> section 1831o(e)(5), and action "necessary to carry out the purpose of
> this section" shall include restoration of the Bank's capital so that
> it is not "undercapitalized" and any other action deemed advisable by
> the OCC to address the Bank's deficiency or the safety and soundness
> of its operation.

3\. Prior to consummation, the Bank will obtain and thereafter, maintain
a capital and liquidity support commitment from its parent that is
acceptable to the OCC.

4\. The Bank: (i) shall give the New England Field Office at least sixty
(60) days prior written notice of the Bank's intent to significantly
deviate or change from its business plan or operations[^1] and (ii)
shall obtain the OCC's prior written determination of no objection
before the Bank engages in any significant deviation or change from its
business plan or operations.

Please be advised that the OCC is currently reviewing its capital and
liquidity policy with respect to national trust banks. Should there be a
change to our policy as a result of the review, we will advise you
accordingly. In addition, if the Bank's future fiduciary and related
assets increase significantly, or if the Bank assumes additional risk,
the OCC may require the Bank to hold additional capital.

Until final approval is granted and the merger is consummated, the OCC
has the right to alter, suspend, or revoke this approval should any
interim development be deemed by the OCC to warrant such action.

The OCC poses no objection to the following persons serving as executive
officer and directors of the Bank as proposed in the application.

Robert G. Williams Chairman of the Board

Susan W. Catherwood Director

Norman T. Callaway Director

Joseph T. Dunlevy Director and Executive Vice President

Aristides W. Georgantes Director

Arthur E. Pew III Director

Thomas W. Langfitt Director

John H. Pew Director

Joseph N. Pew III Director

Joseph N. Pew IV Director

Richard F. Pew Director

Ethel B. Wister Director

The district office must be advised in writing in advance of the desired
effective date for the merger, so that the OCC may issue the necessary
certification letter. If the merger is not consummated within one year
from the approval date, the approval shall automatically terminate,
unless the OCC grants an extension of the time period.

We will not issue a letter certifying consummation of the transaction
until this Office has been first furnished with the following documents
executed in the original:

> 1\) A Secretary's Certificate for each institution, certifying that a
> majority of the board of directors approved the transaction, if not
> previously provided.
>
> 2\) A Secretary's Certificate for each institution, certifying
> shareholder approval of the merger transaction, if not previously
> provided.

3)  An executed merger agreement with Articles of Association for the
    Resulting Bank attached, if not previously provided.

This conditional approval and the activities and communications by OCC
employees in connection with the filing, do not constitute a contract,
express or implied, or any other obligation binding upon the OCC, the
U.S., any agency or entity of the U.S., or an officer or employee of the
U.S., and do not affect the ability of the OCC to exercise its
supervisory, regulatory and examination authorities under applicable law
and regulations. The foregoing may not be waived or modified by any
employee or agent of the OCC or the U.S.

In the event of questions, please contact Licensing Analyst Gabriel
Butler at 212.790.4055. Please include the application control number in
all correspondence.

Sincerely,

**-signed-**

Anthony P. DosSantos

Licensing Manager

Enclosure

[^1]: If such deviation is the subject of an application filed with the
    OCC for its prior approval, the OCC does not require notice to the
    supervisory office.