in place by Government will go a long way to protect the bank from any future hostile takeover.

But the head of Bermuda's largest bank stopped short at a press conference yesterday of guaranteeing that there could never be such an event.

"We have done virtually everything we can do,'' said Mr. Smith when asked about the possibility of a hostile take over by another bank or body.

And the bank's chairman Eldon Trimingham stated the bank had already put in place "numerous tender defence protections that make it extremely difficult for anyone, or association of persons, to take over''.

Mr. Smith agreed and said that the latest restrictions on ownership imposed by the Minister of Finance Eugene Cox simply added another layer of protection to those already in place at the bank and the Monetary Authority.

He added that there was also a "poison pill'' clause to help stop such take-overs or the possible onslaught of carpetbaggers overthrowing the board.

Mr. Smith said the best safeguard was to keep the bank performing well and the share price high which would make any possible take-over very expensive.

On Friday the bank was granted a licence which exempted it from the 60/40 ownership rules which restrict foreign investment.

It has now begun the process of filing with the Securities and Exchange Commission to eventually list on the Nasdaq. The process should take several months, and there have been fears that the bank could be taken over by a larger bank if it is no longer majority locally owned.

Mr. Smith was joined at the press conference by the chairman of the bank Eldon Trimingham and deputy chairman Joe Johnson where they welcomed questions from the press on behalf of the public.

Mr. Trimingham said: "The bank's attitude to the matter of strong local presence is hand in glove with the Ministry's. This is demonstrated by the fact that the directors already have imposed upon the bank, by means of the bank's own by-laws, numerous tender defence protections that make it extremely difficult for any one, or association of persons, taking over.

"This general thrust will now be reinforced by the Minister's requirement that the board be majority Bermudian -- I may say it is already all Bermudian bar one -- and we will be holding a special shareholders meeting to add an appropriate clause to our bye-laws.'' Mr. Trimingham joined Mr. Smith in congratulating the Minister for the hard work and attention he and his team had devoted to the licence.

On Friday Mr. Cox set out rules under which the Bank of Bermuda licence will operate and said he set in place measures which will ensure that the interests of Bermuda continue to be served even if the company is owned in main by foreigners.

He said the banking sector was a vital and strategic component of Bermuda's financial services and infrastructure.

Mr. Cox said: "As Bermuda has few banking institutions it is imperative that any controlling shareholders embrace the national interests that the bank presently serves.

"Other concerns that I have weighed are the nature of the mind and management of the bank, the retention of the head office in Bermuda, the continuation of the employment and training of Bermudians by the bank, the wind-up of strategic operations of the bank and the maintenance of key domestic services.'' In his report, he said the bank had to adopt a by-law which will prohibit shareholder controllers with more than 40 percent of the shares of the bank from exercising the voting rights of those shares in excess of 40 percent without the permission of the Minister and report to the Minister on shareholders who have ownership control of ten percent, 30 percent and 40 percent.

He also said the bank had to report annually on the domestic programmes which the bank maintains including loan programmes and community development initiatives, report on training and employment initiatives, and consult with the Minister on any strategic plans to change, wind-up or re-locate overseas.

And finally he said the bank had to "maintain the Bermudian mind and management of the bank. This means that the majority of the board of the Bank must be Bermudian, the head office must remain in Bermuda, and the shareholders' meetings must be held in Bermuda.'' Mr. Smith said he believes the Nasdaq and SEC will not have any problems with the restrictions in any application to float the bank in the United States.