# O

+-----------------------------------------------------------------------+
| ## Comptroller of the Currency                                        |
|                                                                       |
| > Administrator of National Banks                                     |
+-----------------------------------------------------------------------+

Central District Office

One Financial Place, Suite 2700

440 South LaSalle Street

Chicago, Illinois 60605

February 11, 2003 **CRA Decision #115**

#### March 2003

Mr. Hoyt R. Stastney

Quarles & Brady LLP

411 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

**Re: Application by First National Bank & Trust Company, Beloit,
Wisconsin to purchase certain assets and assume certain liabilities of
three Clinton and Darien, Wisconsin branch offices of Amcore Bank,
National Association, Rockford, Illinois; OCC Application Number:
02-CE-02-040**

Dear Mr. Stastney:

This is to inform you that on February 11, 2003, the Office of the
Comptroller of the Currency (OCC) approved your proposed transaction
whereby First National Bank & Trust Company, Beloit, Wisconsin will
purchase certain assets and assume certain deposit liabilities of three
Clinton and Darien, Wisconsin branch offices of Amcore Bank, National
Association, Rockford, Illinois. This approval is granted based on a
thorough review of all information available, including commitments and
representations made in the application and those of your
representatives.

In rendering this decision, we reviewed the proposed purchase and
assumption transaction under the criteria of the Bank Merger Act \[12
U.S.C. 1828(c)\], the Community Reinvestment Act ("CRA") (12 U.S.C. 2901
et. seq.) and applicable OCC regulations and policies. We also
considered the financial and managerial resources of the two banks,
their future prospects, and the convenience and needs of the communities
to be served.

The OCC received one comment after the expiration of the public comment
period in connection with the proposed transaction. The commenter
alleged that the transaction was anticompetitive and that First National
Bank & Trust Company had a poor record of lending to minorities
compliance and of community reinvestment. As more fully described in the
attached letter dated February 11, 2003 to the commenter, we found that
approval of the transaction was not anti competitive and was consistent
with CRA.

In addition, the Bank Merger Act requires the OCC to consider, "\...the
effectiveness of any insured depository institution involved in the
proposed merger transaction in combating money laundering activities,
including overseas branches." We considered this factor and believe the
approval of this transaction is consistent with that statutory
provision.

Page 2

February 11, 2003

Mr. Hoyt R. Stastney

Quarles & Brady LLP

The district office must be advised in writing at least 10 days in
advance of the desired effective date for the purchase and assumption,
so that the OCC may issue the necessary certification letter. The
effective date must be after the expiration of the period during which
the Department of Justice may file an injunction to stop the merger,
i.e., at least 15 days after the date of this letter.

This 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.

Please address any correspondence, documents and questions regarding
this transaction to National Bank Examiner Carolina M. Ledesma, at (312)
360-8867.

Sincerely,

/s/ David J. Rogers

David J. Rogers

National Bank Examiner

Attachment

# O

+-----------------------------------------------------------------------+
| ## Comptroller of the Currency                                        |
|                                                                       |
| > Administrator of National Banks                                     |
+-----------------------------------------------------------------------+

Central District Office

One Financial Place, Suite 2700

440 South LaSalle Street

Chicago, Illinois 60605

February 11, 2003

Mr. Dan Andreola

Hudson Bay Company

431 Park Avenue

Beloit, Wisconsin 53511

**Re: Application by First National Bank & Trust Company, Beloit,
Wisconsin to purchase certain assets and assume certain liabilities of
three Wisconsin branches of Amcore Bank, National Association, Rockford,
Illinois; OCC Application Number: 02-CE-02-040**

Dear Mr. Andreola:

Please be advised that the Office of the Comptroller of the Currency
("OCC") approved the above purchase and assumption transaction on
February 11, 2003. Our decision took into account a variety of factors
including First National Bank & Trust Company's ("Bank") record of
performance under the Community Reinvestment Act ("CRA"), as well as the
issues and concerns you raised in your January 21, 2003 letter.

Based upon your comments, the OCC removed the application from expedited
processing in order to provide adequate time to investigate the concerns
raised. The findings of the OCC's investigation are presented below.
Based on the OCC's investigation, we found that approval of the proposed
transaction was not anticompetitive and was consistent with the CRA.

You expressed concerns that Bank had a poor record of lending to
minorities and of community reinvestment within the Beloit community.
However, we did not find any evidence of these concerns.

The OCC recently assigned a "Satisfactory" Community Reinvestment Act
(CRA) rating at its most recent Performance Evaluation ("PE") dated
October 7, 2002. The OCC evaluated the bank's performance using criteria
relative to its lending, investments, and services. The three component
ratings for the lending, investments and services tests were rated "High
Satisfactory", "Low Satisfactory" and "Low Satisfactory", respectively.
The attached PE provides a detailed analysis of Bank's community
reinvestment efforts in its assessment area, which is comprised of Rock
County and a small portion of Walworth County.

Page 2

February 11, 2003

Mr. Dan Andreola

Hudson Bay Company

With respect to minority lending, an OCC examiner with extensive
consumer compliance experience reviewed Bank's 2001 Home Mortgage
Disclosure Act ("HMDA") data. The examiner concluded that there was no
evidence of discrimination. Rock and Walworth Counties

have a predominantly white population. Of the 48 census tracts in the
area, only four have minority populations of 20%-50%. The 2001 HMDA data
indicates that the bank received 12 applications from minorities,
granted nine of the loans, and three applications were withdrawn. No
loans were denied to minority applicants.

You also expressed concerns that the transaction would have an
anticompetitive effect. Our review indicated that while the purchase and
assumption will eliminate one competitor in each of the relevant banking
markets, there is no adverse effect on competition due to the presence
of numerous other banking alternatives. In addition, the Federal Deposit
Insurance Corporation, the Federal Reserve Bank of Chicago, and the US
Justice Department reviewed the competitive effects of the proposed
transaction and concluded that it will have no adverse effect on
competition within the relevant banking markets.

Should you have any questions regarding this letter please contact the
undersigned or National Bank Examiner Carolina M. Ledesma at (312)
360-8863.

Sincerely,

/s/ David J. Rogers

David J. Rogers

National Bank Examiner

Attachment