# O

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| ## Comptroller of the Currency                                        |
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| > Administrator of National Banks                                     |
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Large Bank Licensing, MS 7-13

250 E Street, SW

Washington, DC 20219

##### Corporate Decision #2005-12

**September 2005**

DECISION OF THE COMPTROLLER OF THE CURRENCY (OCC) ON THE APPLICATION BY
WELLS FARGO BANK, NATIONAL ASSOCIATION, SIOUX FALLS, SOUTH DAKOTA, TO
PURCHASE THE ASSETS AND ASSUME THE LIABILITIES OF FOUR RANDALL COUNTY,
TEXAS BRANCHES OF PLAINSCAPITAL BANK, HOUSTON, TEXAS

May 25, 2005

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**Introduction**

On January 24, 2005, application was made to the OCC for prior
authorization to purchase the assets and assume the liabilities of the
following branches of PlainsCapital Bank located in Amarillo, Texas:

Wolfin Branch 1838 South Georgia Street

Coulter Branch 4140 South Coulter

Downtown Branch 724 South Polk

Canyon Branch 1901 4^th^ Avenue

This application was based on an agreement entered into between the
proponents on December 16, 2004.

**Participating Financial Institutions**

As of March 31, 2005, Wells Fargo Bank had assets of \$367 billion,
deposits of \$280 billion, and operates 3,138 offices. As of this same
date, the four offices of PlainsCapital Bank subject to the purchase and
assumption agreement had total deposits of \$154 million. Wells Fargo
Bank is owned and controlled by Wells Fargo & Company.

**Competitive Analysis**

As required by the Bank Merger Act, reports on the competitive effects
of the merger were requested from the United States Attorney General and
the Federal Deposit Insurance Corporation (\"FDIC\"). The OCC has
considered the application and all the facts of record in light of the
factors set forth in the Bank Merger Act and the OCC's regulations
thereunder.

The relevant geographic market for this proposal is the Amarillo MSA,
Texas. This is the area where competition between PlainsCapital Bank and
Wells Fargo Bank is direct and immediate. Within this geographic area,
PlainsCapital Bank operates four branches, three in Amarillo and one in
Canyon, Texas. Wells Fargo Bank operates five offices, four in Amarillo
and one in Canyon, Texas. On a pro forma basis, the Herfindahl
Hirschmann Index increases by 97 points from 2,134 to 2,231, and Wells
Fargo Bank moves from number three in the market to number two, with
14.3% of the market deposits. The OCC has reviewed the competitive
effects of this proposal by using its standard procedures for
determining whether a purchase and assumption has minimal or no adverse
competitive effects. Based upon a competitive review, the OCC finds that
the proposed purchase of assets and assumption of liabilities will not
have a significant anticompetitive effect in the relevant geographic
market. In addition, the OCC considered the Department of Justice
Competitive Effects Report, which found no significant anticompetitive
effect.

#### Convenience and Needs

At consummation of this proposal, Wells Fargo Bank intends to close the
Downtown Branch. A short time following consummation, Wells Fargo Bank
intends to consolidate the Canyon Branch into its existing Canyon Branch
located at 2111 4^th^ Avenue. Wells Fargo Bank has met the requirements
of the Joint Policy Statement on Branch Closings (Policy Statement).

**Banking Factors**

The Bank Merger Act requires the OCC to consider "\...the financial and
managerial resources and future prospects of the existing and proposed
institutions, and the convenience and needs of the community to be
served." We find that the financial and managerial resources of Wells
Fargo Bank do not raise concerns that would cause the application to be
disapproved. The future prospects of the proponents, individually and
combined, are considered favorable and the resulting bank is expected to
meet the convenience and needs of the community to be served.

**Community Reinvestment Act**

A review of the record of this application and other information
available to the OCC as a result of its regulatory responsibilities has
revealed that the applicant's records of helping to meet the credit
needs of their communities, including low‑ and moderate‑income
neighborhoods, is satisfactory.

**Conclusion**

We have analyzed this proposal pursuant to the Bank Merger Act and the
Policy Statement and find that it will not lessen competition
significantly in any relevant market. Other factors considered in
evaluating this proposal are satisfactory. Accordingly, the application
is approved.

signed

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Lawrence E. Beard

Deputy Comptroller

2005-ML-02-0001