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| ## Comptroller of the Currency                                        |
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| > Administrator of National Banks                                     |
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Washington, DC 20219

####### CRA Decision #109

DECISION OF THE OFFICE OF THE COMPTROLLER OF THE CURRENCY

ON THE MERGER APPLICATIONS OF

FIRSTAR BANK, NATIONAL ASSOCIATION, CINCINNATI, OHIO;

U.S. BANK NATIONAL ASSOCIATION, MINNEAPOLIS, MINNESOTA;

U.S. BANK NATIONAL ASSOCIATION, CANBY, OREGON;

AND

U.S. BANK NATIONAL ASSOCIATION MT, BILLINGS, MONTANA

#### July 18, 2001

##### I. INTRODUCTION

On June 4, 2001, Firstar Bank, National Association, Cincinnati, Ohio
("FB") applied to the Office of the Comptroller of the Currency ("OCC")
for approval to merge U.S. Bank National Association, Minneapolis,
Minnesota ("USB") into FB under the charter of FB, but with the title of
USB, pursuant to 12 U.S.C. §§ 215a & 1828(c) (the "USB/FB Merger"). FB
is an interstate bank with its main office in Cincinnati, Ohio, and
branches in several states, including Minnesota.[^1] USB is an
interstate bank with its main office in Minneapolis and branches in
several states.[^2] FB also requested approval for the resulting bank to
retain USB's main office and branches, as well as FB's branches, as
branches after the merger under 12 U.S.C. § 36(b)(2).

On June 4, 2001, FB applied to the OCC for approval to merge U.S. Bank
National Association, Canby, Oregon, ("USBOR") into the resulting bank
of the USB/FB Merger ("USB I") under the charter and title of USB I
pursuant to 12 U.S.C. §§ 215a & 1828(c) (the "Oregon Merger"). USBOR's
main office is in Canby, Oregon; it has no branch offices. OCC approval
is requested for the resulting bank to retain USB I's main office and
branches after the merger under 12 U.S.C. § 36(b)(2).[^3]

Also on June 4, 2001, FB applied to the OCC for approval to merge U.S.
Bank National Association MT, Billings, Montana, ("USBMT") into the
resulting bank of the Oregon Merger ("USB II"), pursuant to 12 U.S.C. §§
215a-1, 1828(c) & 1831u, under the charter and title of USB II (the
"Interstate Merger"). USBMT has its main office in Billings, Montana,
and its branch offices are all in Montana. OCC approval is also
requested for the resulting bank ("USB III") to retain USBMT's main
office and branches, as well as USB II's branches, as branches after the
merger under 12 U.S.C. §§ 36(d) & 1831u(d).

FB, USB, USBOR, and USBMT are wholly owned subsidiaries of U.S. Bancorp.
All of the banks are members of the Bank Insurance Fund.

###### II. LEGAL AUTHORITY

**A. The FB/USB Merger**

This transaction is a merger between two interstate national banks in
which the acquiring bank has branches in the state in which the other
bank has its main office. The OCC previously considered such
applications under sections 215a and 36(b). This merger does not raise
new issues, but requires only the application of established precedent
for applying sections 215a and 36(b) to an interstate national bank.
[^4]

**1. The Merger of USB into FB is Authorized under 12 U.S.C. § 215a.**

Mergers of national banks, and of state banks into national banks, are
authorized under 12 U.S.C. § 215a. Section 215a authorizes a national
bank to merge with other national banks or state banks "located within
the same State." 12 U.S.C. § 215a(a). In many prior decisions, both
before and after the Riegle-Neal Act, the OCC has interpreted and
applied section 215a in the context of a merger involving an existing
interstate national bank and concluded that a national bank with its
main office and branch offices in more than one state is "located" in
each such state, for the purpose of mergers with other banks in that
state under section 215a.[^5] Here, FB has branches in Minnesota, and
USB has its main office and branches in Minnesota. Accordingly, both FB
and USB are located in Minnesota for purposes of section 215a, and so
the FB/USB Merger is authorized under section 215a.

**2. The Resulting Bank may Retain the Offices of Both Banks after the
Merger.**

FB has also requested OCC approval for the bank resulting from the
merger (referred to in this subsection as "USB I" or "the Resulting
Bank" to distinguish it from FB prior to the merger) to retain and
operate the main office and branches of USB and the branches of FB as
branches of the Resulting Bank after the merger. Branch retention in a
merger under section 215a is covered by 12 U.S.C. § 36(b)(2). Section
36(b)(2)(A) permits the resulting bank (here USB I) to retain the main
office and branches of the target bank (here USB) if the resulting bank,
under section 36 and relevant state law incorporated into section 36,
could establish them as *de novo* branches or continue to operate them
as branches following a merger with a state bank.[^6] Under section
36(b)(2)(A) and relevant state law regarding establishment of branches
or acquisition of branches by merger,[^7] USB I may retain, as branches,
USB's main office and branches in California, Colorado, Idaho, Illinois,
Iowa, Minnesota, North Dakota, Nebraska, Nevada, Oregon, South Dakota,
Utah, Washington, Wisconsin, and Wyoming.

With regard to FB's branches, section 36(b)(2)(C) authorizes a national
bank resulting from a merger to retain and operate as a branch any
branch the acquiring bank had prior to the merger, unless a state bank
resulting from a merger in the state would be prohibited by state law
from retaining as a branch an identically situated office of a state
bank. Here, the acquiring bank's branches (*i.e.,* FB's branches) are
situated in Arkansas, Arizona, Florida, Illinois, Indiana, Iowa,
Kentucky, Minnesota, Missouri, Ohio, Tennessee, and Wisconsin. None of
these states have laws that would prohibit a bank chartered by that
state, following a merger with another state bank in that state, from
retaining its own similarly situated branches in the state. Therefore,
USB I may retain the branches of FB under section 36(b)(2)(C).

Accordingly, the USB/FB Merger is authorized, and after the merger, USB
I may retain and operate as branches the main office and branches of USB
and the branches of FB.[^8]

B. The Oregon Merger is Authorized under 12 U.S.C. § 215a, and the
Resulting Bank may Retain the Offices of Both Banks after the Merger.

FB applied for approval to merge USBOR into USB I, the resulting bank of
the USB/FB Merger. Both banks are located in Oregon. USBOR's main and
only office is located in Oregon, and USB I (and USB prior to the USB/FB
Merger) has branch offices in Oregon. Since the two banks are located in
the same state, their merger is authorized under section 215a.

FB also requested OCC approval for the bank resulting from the Oregon
Merger (referred to in this subsection as "USB II" to distinguish it
from USB I prior to the merger) to retain and operate the branches of
USB I (the acquiring bank) as branches of USB II after the merger. Here,
the acquiring bank's branches (*i.e.,* USB I's branches) will be located
in Arkansas, Arizona, California, Colorado, Florida, Idaho, Illinois,
Indiana, Iowa, Kentucky, Minnesota, Missouri, Nebraska, Nevada, North
Dakota, Ohio, Oregon, South Dakota, Tennessee, Utah, Washington,
Wisconsin, and Wyoming. None of these states have laws that would
prohibit a bank chartered by that state, following a merger with another
state bank in that state, from retaining its own similarly situated
branches in the state. Therefore, USB II may retain the branches of USB
I under section 36(b)(2)(C).

#### C. The Interstate Merger is Authorized, and the Resulting Bank may Retain the Offices of the Banks, under 12 U.S.C. §§ 215a-1, 1831u, and 36(d).

**1. The Merger of USBMT into USB II is authorized under the Riegle-Neal
Act.**

FB applied for approval to merge USBMT into USB II, the resulting bank
of the Oregon Merger. USBMT's main office is in Montana. USB II will be
an interstate bank with its main office in Ohio. In this transaction
national banks with different home states will merge.[^9] Such mergers
are authorized under section 44 of the Federal Deposit Insurance Act:

> Beginning on June 1, 1997, the responsible agency may approve a merger
> transaction under section 18(c) \[12 U.S.C. § 1828(c), the Bank Merger
> Act\] between insured banks with different home States, without regard
> to whether such transaction is prohibited under the law of any State.

12 U.S.C. § 1831u(a)(1).[^10] The Act permits a state to elect to
prohibit such interstate merger transactions involving a bank whose home
state is the prohibiting state (*i.e*., "opt-out") by enacting a law
between September 29, 1994, and May 31, 1997, that expressly prohibits
all mergers with all out-of-state banks. *See* 12 U.S.C. § 1831u(a)(2).
In the Interstate Merger, the home states of the banks are Montana and
Ohio. Ohio did not opt out. On March 20, 1997 Montana enacted law that
prohibited mergers with out-of-state banks until October 1, 2001.[^11]
Thus, Montana's opt-out law expires on September 30, 2001, and
interstate merger transactions that will become effective on October 1,
2001, and thereafter, will not be subject to it.[^12] Here, the
applicants represent that the Interstate Merger transaction will not be
consummated until on or after October 1, 2001. Accordingly, the
Interstate Merger transaction may be approved under 12 U.S.C. §§ 215a-1
& 1831u(a).

An application to engage in an interstate merger transaction under 12
U.S.C. § 1831u is also subject to certain requirements and conditions
set forth in the Riegle-Neal Act. These conditions are: (1) compliance
with state-imposed age limits, if any, subject to the Act's limits; (2)
compliance with certain state filing requirements, to the extent the
filing requirements are permitted in the Act; (3) compliance with
nationwide and state concentration limits; (4) community reinvestment
compliance; and (5) adequacy of capital and management skills. The
Interstate Merger application satisfies all these conditions to the
extent applicable.

First, the proposal satisfies the state-imposed age requirements
permitted by section 1831u(a)(5). Under that section, the OCC may not
approve a merger under section 1831u(a)(1) "that would have the effect
of permitting an out-of-State bank or out-of-State bank holding company
to acquire a bank in a host state that has not been in existence for the
minimum period of time, if any, specified in the statutory law of the
host State." 12 U.S.C. § 1831u(a)(5)(A). In the proposed merger USB II
is acquiring a bank in the host state of Montana. Montana requires that
in a merger with an out-of-state bank that will be effective after
September 30, 2001, the bank located in Montana must have been in
existence for five years. Mont. Code. Ann. § 32-1-370(1)(b). Here, USBMT
has been in existence since 1923. Thus, the Interstate Merger
application satisfies the age requirements of the Riegle-Neal Act.

Second, the proposed merger satisfies the applicable filing
requirements. A bank applying for an interstate merger transaction under
section 1831u(a) must (1) "comply with the filing requirements of any
host State of the bank which will result from such transaction" as long
as the filing requirement does not discriminate against out-of-state
banks and is similar in effect to filing requirements imposed by the
host state on out-of-state nonbanking corporations doing business in the
host state, and (2) submit a copy of the application to the state bank
supervisor of the host state. 12 U.S.C. § 1831u(b)(1).[^13] The Montana
interstate bank merger statute does not contain filing requirements for
an interstate merger transaction. The applicant provided a copy of its
OCC merger application to the Montana Division of Banking and Financial
Institutions. Thus, the Interstate Merger application satisfies the
Riegle-Neal Act's filing requirements.

Third, the proposed merger transaction does not raise issues with
respect to the deposit concentration limits of the Riegle-Neal Act.
Section 1831u(b)(2) places certain nationwide and statewide deposit
concentration limits on section 1831u(a) interstate merger transactions.
However, interstate merger transactions involving only affiliated banks
are specifically excepted from these provisions. 12 U.S.C. §
1831u(b)(2)(E). At the time of the merger, USBMT and USB II will be
affiliates; thus section 1831u(b)(2) is not applicable to this merger.

Fourth, the proposed interstate merger transaction also does not raise
issues with respect to the special community reinvestment compliance
provisions of the Riegle-Neal Act. In determining whether to approve an
application for an interstate merger transaction under section 1831u(a),
the OCC must (1) comply with its responsibilities under section 804 of
the federal Community Reinvestment Act ("CRA"), (2) take into account
the CRA evaluations of any bank which would be an affiliate of the
resulting bank, and (3) take into account the applicant bank's record of
compliance with applicable state community reinvestment laws. 12 U.S.C.
§ 1831u(b)(3). However, these provisions do not apply to mergers between
affiliated banks. USB II and USBMT are affiliates. Thus, this
Riegle-Neal Act provision is not applicable. However, the Community
Reinvestment Act itself is applicable, as discussed below in Part III-B.

Fifth, the proposal satisfies the adequacy of capital and management
skills requirements in the Riegle-Neal Act. The OCC may approve an
application for an interstate merger transaction under section 1831u(a)
only if each bank involved in the transaction is adequately capitalized
as of the date the application is filed and the resulting bank will
continue to be adequately capitalized and adequately managed upon
consummation of the transaction. 12 U.S.C. § 1831u(b)(4). As of the date
the application was filed, each of the banks that will ultimately be
involved in the Interstate Merger (*i.e.*, FB, USB, USBOR, and USBMT)
satisfied all regulatory and supervisory requirements relating to
adequate capitalization. Currently, all of the banks are at least
satisfactorily managed. The OCC has also determined that, following the
merger, the resulting bank will continue to exceed the standards for an
adequately capitalized and adequately managed bank. The requirements of
12 U.S.C. § 1831u(b)(4) are, therefore, satisfied.

**2. The Resulting Bank may retain the main offices and branches of USB
II and USBMT under 12 U.S.C. §§ 36(d) & 1831u(d)(1).**

The applicant has requested that, upon the completion of the merger, the
resulting bank in the merger (referred to as "USB III") be permitted to
retain and continue to operate USB II's main office in Cincinnati, Ohio,
as the main office of the resulting bank and to retain and continue to
operate as branches (1) USB II's branches and (2) the main office and
branches of USBMT in Montana. In an interstate merger transaction under
section 1831u, the resulting bank\'s retention and continued operation
of the offices of the merging banks is expressly provided for:

> Continued Operations. \-- A resulting bank may, subject to the
> approval of the appropriate Federal banking agency, retain and
> operate, as a main office or a branch, any office that any bank
> involved in an interstate merger transaction was operating as a main
> office or a branch immediately before the merger transaction.

12 U.S.C. § 1831u(d)(1). The resulting bank is the "bank that has
resulted from an interstate merger transaction under this section
\[section 1831u(a)\]." 12 U.S.C. § 1831u(f)(11). In addition, Congress
also added a conforming amendment to the McFadden Act to emphasize that
branch retention in an interstate merger transaction under section 1831u
occurs under the authority of section 1831u(d). *See* 12 U.S.C. § 36(d).

Therefore, USB III, the resulting bank in this interstate merger
transaction, may retain and continue to operate all of the existing
banking offices of USB II and USBMT under 12 U.S.C. §§ 36(d) &
1831u(d)(1).[^14] Moreover, at its branches in Montana, as well as those
in Arkansas, Arizona, California, Colorado, Florida, Idaho, Illinois,
Indiana, Iowa, Kentucky, Minnesota, Missouri, North Dakota, Nebraska,
Nevada, Ohio, Oregon, South Dakota, Tennessee, Utah, Washington,
Wisconsin, and Wyoming, USB III is authorized to engage in all
activities permissible for national banks, including fiduciary
activities.[^15]

**3. Conclusion**

Accordingly, the Interstate Merger is authorized, provided the merger
transaction is not consummated before October 1, 2001, and USB III may
retain as branches USB II's branch offices and the main office and
branches of USBMT.

## III. ADDITIONAL STATUTORY AND POLICY REVIEWS 

**A. The Bank Merger Act**

The Bank Merger Act, 12 U.S.C. § 1828(c), requires the OCC\'s approval
for any merger between insured banks when the resulting institution will
be a national bank. Under the Act, the OCC generally may not approve a
merger which would substantially lessen competition. The Act also
requires the OCC to take into consideration 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. For the reasons stated below, we find the merger applications
may be approved under section 1828(c).

**1. Competitive Analysis.**

Since FB, USB, USBOR, and USBMT are wholly owned by the same bank
holding company, the merger transactions will have no anticompetitive
effects.

**2. Financial and Managerial Resources.**

The financial and managerial resources of all four banks are presently
satisfactory. The proposed transactions are expected to result in
substantial cost savings through the elimination of duplicative
corporate overheads and administrative functions. The geographic
diversification of its operations will also strengthen the combined
bank. The future prospects of the existing institutions, individually
and combined, are favorable. Thus, we find the financial and managerial
resources factor is consistent with approval of the merger applications.

**3. Convenience and Needs.**

The resulting bank will help to meet the convenience and needs of the
communities to be served. The resulting bank of this series of mergers,
U.S. Bank N.A., Cincinnati, Ohio, will continue to serve the same areas
that FB served in Arkansas, Arizona, Florida, Illinois, Indiana, Iowa,
Kentucky, Minnesota, Missouri, Ohio, Tennessee, and Wisconsin, and
through the merger transactions it will add the offices of USB and USBMT
in California, Colorado, Idaho, Illinois, Iowa, Minnesota, Montana,
Nebraska, Nevada, North Dakota, Oregon, South Dakota, Utah, Washington,
Wisconsin, and Wyoming. FB, USB, and USBMT currently offer a full line
of banking services and USBOR offers cash management services; there
will be no reductions in the products or services as a result of the
merger transactions. Accordingly, we believe the impact of the merger
transactions on the convenience and needs of the communities to be
served is consistent with approval of the merger applications.

**B. The Community Reinvestment Act.**

The CRA requires the OCC to take into account each applicant bank's
record of helping to meet the credit needs of its entire community,
including low- and moderate-income neighborhoods, when evaluating
certain applications. 12 U.S.C. § 2903. The types of applications that
are subject to review under the CRA include mergers between insured
depository institutions. 12 C.F.R. § 25.29(a)(3). The OCC considers the
CRA performance of each depository institution involved in the
transaction. Under the CRA regulations, effective July 1, 1997, the OCC
evaluates the performance of most large banks using lending, investment,
and service criteria. In these evaluations, the OCC considers the
institution's capacity and constraints, including the size and financial
condition of the bank and its subsidiaries.

USB received an "Outstanding" CRA rating in its most recent Performance
Evaluation dated March 31, 2000. The three component ratings for the
lending, investments and services tests were rated "Outstanding,"
"Outstanding," and "High Satisfactory," respectively. USB received
"Needs to Improve" ratings in Iowa and North Dakota, two of the twenty
state and multistate areas evaluated, due to low levels of investments
in those states. US Bancorp represented to the OCC that its affiliates
are already taking and will continue to take specific measures to
improve the current investment test ratings in Iowa and North Dakota.
These measures include a thorough review and analysis of current
investments, the implementation of specific strategies designed to
increase those levels, and active oversight by individuals familiar with
the current investment strategies. [^16]

FB's most recent CRA Performance Evaluation, dated July 6, 1998,
assigned a "Satisfactory" CRA rating. USBMT's most recent CRA
Performance Evaluation, dated March 31, 2000, assigned a "Satisfactory"
CRA rating.[^17]

The OCC did not receive any comments in connection with the USB/FB
Merger application. However, in connection with the holding company
merger application involving Firstar Corporation and U.S. Bancorp, the
Board of Governors of the Federal Reserve System considered comments
from approximately 16 commenters. The Board concluded that
considerations relating to the convenience and needs factor, including
the CRA performance records of the relevant banks, was consistent with
approval of the merger.[^18] The OCC has considered those comments and
the Board's analysis in reaching this decision.

The mergers are not expected to have any adverse effect on the CRA
performance of the resulting bank. Following the merger transactions,
the resulting bank will continue to serve the same communities that FB,
USB, USBOR, and USBMT currently serve. USB will carry forward its
existing CRA programs and policies. The merger transactions will not
alter USB's obligation to help meet the credit needs of its communities
in all the states it serves. Accordingly, we find that approval of the
proposed merger is consistent with the Community Reinvestment Act.

**IV. CONCLUSION AND APPROVAL**

For the reasons set forth above, including the representations and
commitments made by the applicants, we find that each of the three
mergers is legally authorized, the merger transactions meet the relevant
statutory criteria for approval, and the resulting bank in each merger
may retain and operate the branches of the participating banks. The
Interstate Merger may not be consummated until after September 30, 2001.
Accordingly, subject to the foregoing, these merger applications are
approved.

Signed 7-18-01

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Julie L. Williams Date

First Senior Deputy Comptroller

And Chief Counsel

Application Control Numbers: 01-CE-02-0022

01-CE-02-0023

01-CE-02-0024

[^1]: FB has branch offices in Arkansas, Arizona, Florida, Iowa,
    Illinois, Indiana, Kentucky, Minnesota, Missouri, Ohio, Tennessee,
    and Wisconsin.

[^2]: USB has branch offices in California, Colorado, Iowa, Idaho,
    Illinois, Minnesota, North Dakota, Nebraska, Nevada, Oregon, South
    Dakota, Utah, Washington, Wisconsin, and Wyoming.

[^3]: USBOR's main office is located at the same location as USB's
    branch in Canby, Oregon. Thus, approval is not requested to retain
    USBOR's main office after the Oregon Merger transaction.

[^4]: Since this transaction involves a merger between banks with
    different home states, it could also have been authorized under the
    Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994,
    Pub. L. No. 103-328, 108 Stat. 2338 (\"the Riegle-Neal Act\").
    However, the present application was made under section 215a.

[^5]: *See, e.g.,* Decision on the Application to Merge NationsBank of
    Texas, N.A., Dallas, Texas, into NationsBank, N.A., Charlotte, North
    Carolina (OCC Corporate Decision No. 98-19, April 2, 1998) ("*OCC
    Texas Merger Decision"*); Decision on the Applications of Bank
    Midwest of Kansas, N.A., and Bank Midwest, N.A. (OCC Corporate
    Decision No. 95-05, February 16, 1995), *reprinted in* Fed. Banking
    L. Rep. (CCH)  90,474 (\"*OCC Bank Midwest Decision*\"); other OCC
    decisions cited in the *OCC Texas Merger Decision*. In litigation
    challenging the *OCC Texas Merger Decision,* the federal district
    court agreed with the OCC's position that the merger was authorized
    under 12 U.S.C. § 215a and that such mergers continue to be
    authorized after the Riegle-Neal Act and independently of that Act.
    *See* *Ghiglieri v. NationsBank of Texas, N.A.,* No. 3:97-CV-2897-P,
    1998 U.S. Dist. LEXIS 6637 (N.D. Texas filed May 6, 1998)
    (memorandum opinion and order denying preliminary and permanent
    injunction).

[^6]:
    > *See* *Seattle Trust & Savings Bank v. Bank of California, N.A.,*
    > 492 F.2d 48, 51 (9th Cir. 1974), *cert. denied,* 419 U.S. 844
    > (1974) (an interstate national bank is "situated" in each state in
    > which it has offices for purposes of establishing additional
    > branches under section 36(c)); *Ghiglieri v. Sun World, N.A.,* 117
    > F.3d 309, 315-16 (5th Cir. 1997) ("*Sun World*") (same, agreeing
    > with *Seattle Trust*). *See* also Decision on the Application to
    > Merge First Bank N.A., Minneapolis, Minnesota, and First National
    > Bank of East Grand Forks, East Grand Forks, Minnesota (OCC
    > Corporate Decision No. 97-68, July 10, 1997); Decision on the
    > Applications Involving Family Bank, FSB, Haverhill, Massachusetts,
    > First Massachusetts Bank, N.A., Worcester, Massachusetts, and six
    > other affiliated banks (OCC Corporate Decision No. 2000-03, March
    > 8, 2000); other decisions cited in Corporate Decisions Nos. 97-68
    > and 2000-03.

[^7]: *See* Cal. Fin. Code § 500(b) (*de novo*) & Cal. Fin. Code § 4888
    (retention after merger or consolidation); Colo. Rev. Stat. §
    11-25-103(8) (*de novo*) & Colo. Rev. Stat. § 11-25-103(3)
    (retention after merger or consolidation); Idaho Code § 26-301 (*de
    novo*); 205 Ill. Comp. Stat. Ann. 5/5(15) (*de novo*); Iowa Code §
    524.1213(3) (retention after merger or consolidation); Minn. Stat. §
    49.34 (retention after merger or consolidation); Neb. Rev. Stat §
    8-157(3) (retention after merger or consolidation); Nev. Rev. Stat.
    Ann. § 660.015 (*de novo*); N.D. Cent. Code § 6-03-13.1 (*de novo*);
    Or. Rev. Stat. § 714.025 (*de novo*); S.D. Codified Laws § 51A-7-4
    (retention after merger or consolidation); Utah Code Ann. § 7-1-708
    (*de novo*); Wash. Rev. Code § 30.04.285 (*de novo*); Wis. Stat. §
    221.0302 (*de novo* and retention after merger or consolidation);
    Wyo. Stat. § 13-2-702(a) (*de novo*) & Wyo. Stat. § 13-4-104(b)
    (retention after merger or consolidation).

[^8]: Both FB and USB exercise fiduciary powers. After the merger, USB I
    will continue to be authorized to exercise fiduciary powers under 12
    U.S.C. § 92a, it will succeed to the fiduciary appointments of both
    FB and USB as a result of the merger, and it will be authorized to
    engage in all activities permissible for national banks, including
    fiduciary activities. *See, e.g.,* 12 U.S.C. § 215a(e) (the
    resulting national bank in a merger succeeds to all the rights,
    franchises and interests, including fiduciary appointments, of the
    merging banks); Decision on the Applications of Bank One Wisconsin
    Trust Company, N.A., and Bank One Trust Company, N.A. (OCC Corporate
    Decision No. 97-33, June 1, 1997) (national banks may engage in
    fiduciary business at trust offices and branches in different
    states).

[^9]: USB II does not have branches in Montana, and so USBMT and USB II
    are not located within the same state for the purposes of section
    215a. Thus, the two banks may not merge under the authority of
    section 215a.

[^10]: Congress also enacted a conforming amendment authorizing national
    banks to engage in interstate merger transactions under section
    1831u. 12 U.S.C. § 215a-1. For purposes of section 1831u, the
    following definitions apply: The term "home State" means, with
    respect to a national bank, "the State in which the main office of
    the bank is located." The term "host State" means, "with respect to
    a bank, a State, other than the home State of the bank, in which the
    bank maintains, or seeks to establish and maintain, a branch." The
    term "interstate merger transaction" means any merger transaction
    approved pursuant to section 1831u(a)(1). The term "out-of-State
    bank" means, "with respect to any State, a bank whose home State is
    another State." The term "responsible agency" means the agency
    determined in accordance with 12 U.S.C. § 1828(c)(2) (namely, the
    OCC if the acquiring, assuming, or resulting bank is a national
    bank). *See* 12 U.S.C. § 1831u(f)(4), (5), (6), (8) & (10).

[^11]: Mont. Code Ann. § 32-1-370 provides that:

    > \(1\) (a) A bank located in this state may not enter into a merger
    > transaction with a bank not located within this state if the
    > merger transaction would be effective on or before September 30,
    > 2001.
    >
    > . . . . .
    >
    > \(2\) This section implements 12 U.S.C.1831u(a)(2) and prohibits
    > until October 1, 2001, interstate merger transactions involving
    > banks located in this state.

[^12]: Mont. Code Ann. § 32-1-370(1)(b) expressly authorizes a bank
    located within Montana that has been in existence for at least 5
    years to enter into a merger transaction with an out-of-state bank
    beginning on October 1, 2001.

[^13]: Under this provision, states are permitted to impose a filing
    requirement on out-of-state banks that will operate branches in the
    state as a result of an interstate merger transaction under the
    Riegle-Neal Act, but the states may impose only those requirements
    that are within the terms specified. Since Congress has specifically
    set forth and limited what state filing requirements apply for these
    interstate transactions, it clearly intended that only those
    requirements would apply, and the states may not impose others.
    Thus, in a transaction involving only national banks, only the
    filing requirements allowed under section 1831u(b)(1) must be
    complied with. For a fuller discussion of this subject, see, *e.g*.,
    Decision on the Applications to Merge First Interstate Banks into
    Wells Fargo Bank, N.A. (OCC Corporate Decision No. 96-29, June 1,
    1996) (at pages 4-5, 12-14 & note 11).

[^14]: By its action in adding section 36(d), Congress made it clear
    that section 44(d)(1) is an express and complete grant of
    office-retention authority for interstate merger transactions
    effected under section 44 and that it operates independently of the
    provisions for branch retention in mergers under 12 U.S.C. §
    36(b)(2). Neither section 36(d) nor section 1831u(d)(1) refers to
    section 36(b)(2). By expressly providing for office-retention in
    section 1831u(d)(1) and then incorporating that into the McFadden
    Act in section 36(d), Congress clearly intended that those
    provisions apply to branch retention in interstate merger
    transactions under section 1831u, rather than the complex branch
    retention provisions of section 36(b)(2).

[^15]: *See e.g*., 12 U.S.C. §§ 215a-1 (Riegle-Neal mergers with a
    resulting national bank occur under the National Bank Consolidation
    and Merger Act) & 215a(e) (the resulting national bank in a merger
    succeeds to all the rights, franchises, and interests, including
    fiduciary appointments, of the merging banks).

[^16]: When arriving at an overall rating for each test for an
    interstate bank, performance in each state and/or multistate MSA is
    weighted based on the level of the bank's activity in that state
    and/or multistate MSA. One method for weighting considers the
    percentage of the bank's deposits in a state and/or multistate MSA
    relative to the bank's total deposits. In this instance, the bank's
    deposits in Iowa and North Dakota represented about 2% of the bank's
    total deposits.

[^17]: ^?^ USBOR is a limited purpose national bank that provides only
    cash management services. It is exempt from the provisions of the
    CRA pursuant to 12 C.F.R. § 25.11(c)(3) because of its status as a
    special purpose bank.

[^18]: *See* the Federal Reserve System's Order Approving Merger of Bank
    Holding Companies involving Firstar Corporation and U.S. Bancorp
    dated February 12, 2001.