FEDERAL RESERVE SYSTEM

National City Corporation

Cleveland, Ohio

Order Approving the Acquisition of a Bank Holding Company

National City Corporation (“National City”), a financial holding 

company within the meaning of the Bank Holding Company Act (“BHC Act”), has 

requested the Board’s approval under section 3 of the BHC Act (12 U.S.C. § 1842) 

to acquire Wayne Bancorp, Inc., Wooster (“Wayne”), and its subsidiary banks, The 

Wayne County National Bank of Wooster, Wooster (“Wayne Bank”), and Savings 

Bank & Trust (“SB&T”), Wadsworth, all in Ohio. National City also has 

requested the Board’s approval under sections 4(c)(8) and 4(j) of the BHC Act and

section 225.28(b)(1) of the Board’s Regulation Y to acquire a nonbanking 

subsidiary of Wayne and thereby engage in permissible lending activities

(12 U.S.C. §§ 1843(c)(8) and 1843(j); 12 C.F.R. 225.28(b)(1)).

Notice of the proposal, affording interested persons an opportunity to 

submit comments, has been published (69 FederalRegister 34,675 (2004)). The 

time for filing comments has expired, and the Board has considered the proposal 

and all comments received in light of the factors set forth in sections 3 and 4 of the 

BHC Act.

National City, with total consolidated assets of $130.7 billion, is the 

ninth largest depository organization in the United States, controlling $88.3 billion

in deposits, which represents approximately 1.4 percent of the total amount of 

deposits of insured depository institutions in the United States.1 National City is 

 

1

 Total asset and deposit data are as of March 31, 2004; nationwide ranking data 

are as of December 31, 2003; and statewide deposit and ranking data are as of 

June 30, 2003. Data reflect subsequent merger activity through August 11, 2004.
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the largest depository organization in Ohio, controlling $34 billion in deposits,

which represents approximately 16.1 percent of the total amount of deposits of 

insured depository institutions in the state (“state deposits”). NationalCity also 

operates subsidiary insured depository institutions in Illinois, Indiana, Kentucky, 

Michigan, Missouri, and Pennsylvania. 

Wayne, with total consolidated assets of approximately 

$812.2 million, is the 16th largest depository organization in Ohio, controlling 

$689.8 million in deposits, which represents less than 1 percent ofstate deposits. 

Wayne operates subsidiary insured depository institutions only in Ohio. 

On consummation of this proposal, National City would remain

the ninth largest depository organization in the United States, with total 

consolidated assets of approximately $131.5 billion, and would control 

approximately 1.5 percent of the total amount of deposits of insured depository 

institutions in the United States.2 NationalCity would remain the largest 

depository organization in Ohio, controlling approximately $34.7 billion in

deposits, which represents approximately 16.5 percent of state deposits. 

Competitive Considerations

Section 3 of the BHC Act prohibits the Board from approving a 

proposal that would result in a monopoly or that would further any attempt to 

monopolize the business of banking in any relevant banking market. It also 

prohibits the Board from approving a proposal that would substantially lessen 

 

2

 The data for National City include consummations of proposals by National City 

to acquire Allegiant Bancorp, Inc., St. Louis, Missouri (“Allegiant proposal”), 

which the Board approved on March 15, 2004; and Provident Financial Group, 

Inc., Cincinnati, Ohio (“Provident proposal”), which the Board approved on 

June 8, 2004. See National City Corporation, 90 Federal Reserve Bulletin 236 

(2004) (“Allegiant Order”); National City Corporation, 90 Federal Reserve 

Bulletin ___ (2004) (Order dated June 8, 2004) (“Provident Order”).
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competition in any relevant banking market unless the anticompetitive effects of 

the proposal clearly are outweighed in the public interest by its effect in meeting 

the convenience and needs of the community to be served.3 

National City and Wayne compete directly in the Akron, Canton,

Cleveland, and Dover-New Philadelphia banking markets, all in Ohio.4 The Board 

has reviewed carefully the competitive effects of the proposal in each of these 

banking markets in light of all the facts of record. In particular, the Board has 

considered the number of competitors that would remain in the markets, the 

relative shares of total deposits in depository institutions in the markets (“market 

deposits”) controlled by NationalCity and Wayne,

5

 the concentration level of 

market deposits and the increase in this level as measured by the 

Herfindahl-Hirschman Index (“HHI”) under the Department of Justice Merger 

Guidelines (“DOJ Guidelines”),6 and other characteristics of the markets.

 

3

 12 U.S.C. § 1842(c)(1).

4

 These banking markets are described in Appendix A.

5

 Market share data are as of June 30, 2003, and are based on calculations 

in which the deposits of thrift institutions are included at 50 percent. The 

Board previously has indicated that thrift institutions have become, or 

have the potential to become, significant competitors of commercial banks. 

See, e.g., Midwest Financial Group, 75 Federal Reserve Bulletin 386 (1989); 

National City Corporation, 70 Federal Reserve Board 743 (1984). Thus, the 

Board regularly has included thrift deposits in the market share calculation on 

a 50 percent weighted basis. See, e.g., First Hawaiian, Inc., 77 Federal Reserve 

Bulletin 52 (1991).

6

 Under the DOJ Guidelines, 49 Federal Register 26,823 (1984), a market is 

considered moderately concentrated if the post-merger HHI is between 1000 and 

1800 and highly concentrated if the post-merger HHI is more than 1800. The 

Department of Justice has informed the Board that a bank merger or acquisition 

generally will not be challenged (in the absence of other factors indicating 

anticompetitive effects) unless the post-merger HHI is at least 1800 and the 
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Consummation of the proposal would be consistent with Board 

precedent and the DOJ Guidelines in each of these banking markets.7 After 

consummation, the Akron, Canton, and Dover-New Philadelphia banking markets

would remain moderately concentrated, and the Cleveland banking market would 

remain highly concentrated. The change in market shares would be small and 

numerous competitors would remain in all these banking markets. 

The Department of Justice also has conducted a detailed review of the 

proposal’s competitive effects and has advised the Board that consummation of the 

proposal would not have a significantly adverse effect on competition in any

relevant banking market. The appropriate banking agencies have been afforded an 

opportunity to comment and have not objected to the proposal.

Based on these and all other facts of record, the Board concludes that 

consummation of the proposal would not have a significantly adverse effect on 

competition or on the concentration of banking resources in the four banking

markets discussed above or in any other relevant banking market and that 

competitive considerations relating to this proposal are consistent with approval. 

Financial, Managerial, and Supervisory Considerations

Section 3 of the BHC Act requires the Board to consider the financial 

and managerial resources and future prospects of the companies and depository 

institutions involved in the proposal and certain other supervisory factors. The 

Board has carefully considered these factors in light of all the facts of record, 

 

merger increases the HHI by more than 200 points. The Department of Justice 

has stated that the higher than normal HHI thresholds for screening bank 

mergers for anticompetitive effects implicitly recognize the competitive effects 

of limited-purpose lenders and other nondepository financial institutions.

7

The effects of the proposal on the concentration of banking resources in the 

banking markets are described in Appendix B.
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including reports of examination, other confidential supervisory information 

received from the primary federal banking agency that supervises each institution,

publicly reported and other financial information, and information provided by 

National City. 

National City is well capitalized and will remain so on consummation 

of the proposal. Moreover, National City has indicated that the transaction would 

be funded from available liquid resources.

The Board also has considered the managerial resources of 

NationalCity and Wayne and the banks to be acquired, including the assessments 

of management by the relevant bank supervisory agencies and the organizations’ 

records of compliance with applicable banking laws. In addition, the Board has 

reviewed the examination records of National City, Wayne, and their subsidiary 

depository institutions, including assessment of their risk management systems. 

The Board also has considered National City’s plans to integrate Wayne and its 

subsidiaries after consummation of the proposal and the proposed management of 

the resulting organization. 

Based on all the facts of record, the Board has concluded that 

considerations relating to the financial and managerial resources and future 

prospects of National City, Wayne, Wayne Bank, and SB&T are consistent with 

approval, as are the other supervisory factors under the BHC Act. 

Convenience and Needs Considerations

In acting on a proposal under section 3 of the BHC Act, the Board is 

required to consider the effects of the proposal on the convenience and needs of the 

communities to be served and to take into account the records of the relevant 

insured depository institutions under the Community Reinvestment Act (“CRA”).8 

 

8

 12 U.S.C. § 2901 et seq.
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The CRA requires the federal financial supervisory agencies to encourage financial 

institutions to help meet the credit needs of the local communities in which they 

operate, consistent with their safe and sound operation, and requires the 

appropriate federal financial supervisory agency to take into account an 

institution’s record of meeting the credit needs of its entire community, including 

low- and moderate-income (“LMI”) neighborhoods, in evaluating bank 

expansionary proposals. 

The Board has considered carefully the convenience and needs factor 

and the CRA performance records of the subsidiary banks of National City and 

Wayne in light of all the facts of record, including a public comment received on 

the proposal. The Board recently considered the convenience and needs factor in 

National City’s proposals to acquire Allegiant and Provident. In those proposals, 

the Board conducted detailed reviews of the CRA performance records of the 

insured depository institutions controlled by National City and the lending records

of all of National City’s subsidiary banks and nonbank lending subsidiaries, 

including analyses of data reported by National City under the Home Mortgage 

Disclosure Act (“HMDA”)9 and the branch closing policies of National City. The 

Board found the records in each proposal to be consistent with approval. 10 

The commenter reiterated the concerns it expressed in the Allegiant 

and Provident proposals about National City’s home mortgage lending operations, 

including the subprime lending activities of First Franklin Financial Corporation, 

San Jose, California (“First Franklin”), a subsidiary of NationalCity Bank of 

Indiana, Indianapolis, Indiana (“NC Indiana”). In commenting on this proposal, 

the commenter asserted, based on its analysis of data reported by NationalCity 

 

9

 12 U.S.C. § 2801 et seq.

10 See Allegiant Order and Provident Order.
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under HMDA for the Canton, Ohio, Metropolitan Statistical Area (“MSA”)

(“Canton MSA”), that National City engages in discriminatory treatment of 

minorities in its home mortgage lending operations. 

A. CRA Performance Evaluations

As provided in the CRA, the Board has evaluated the convenience and 

needs factor in light of the evaluations by the appropriate federal supervisors of the 

CRA performance records of the relevant insured depository institutions. An 

institution’s most recent CRA performance evaluation is a particularly important 

consideration in the applications process because it represents a detailed, on-site 

evaluation of the institution’s overall record of performance under the CRA by its 

appropriate federal supervisor.11 

As noted, the Board has recently reviewed the CRA performance 

records of the subsidiary insured depository institutions of National City. 12 At 

their most recent CRA evaluations by the Office of the Comptroller of the 

Currency (“OCC”), National City Bank, Cleveland (“NC Bank”), National City’s 

largest subsidiary bank as measured by total deposits, received an “outstanding” 

rating, and NC Indiana, NationalCity’s largest subsidiary bank as measured by 

total assets, received a “satisfactory” rating.13 In addition, The Provident Bank, 

Cincinnati, Ohio, which National City recently acquired, received an “outstanding” 

rating by the Federal Reserve Bank of Cleveland (“Reserve Bank”) at its most 

recent CRA evaluation. 14 NationalCity’s five other subsidiary banks received 

 

11

 See Interagency Questions and Answers Regarding Community Reinvestment, 

66 Federal Register 36,620 and 36,639 (2001).

12

 See Allegiant Order and Provident Order.

13 Both ratings are as of February 22, 2000.

14 The rating was as of March 29, 2004.
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either “outstanding” or “satisfactory” ratings at their most recent CRA 

evaluations.15

The most recent CRA evaluations of NC Bank and NC Indiana were 

discussed in the Allegiant and Provident Orders. Based on a review of the record 

in this case, the Board hereby reaffirms and adopts the facts and findings detailed 

in those orders concerning National City’s CRA performance record. 

As discussed in the previous orders, the most recent CRA evaluation 

of NC Bank characterized the bank’s overall record of home mortgage and small

business lending as excellent and commended its level of community development 

lending. 16 Examiners noted favorably the use of several flexible lending products 

designed to address affordable housing needs of LMI individuals and commended 

the bank’s level of qualified investments. In addition, examiners reported that 

NC Bank’s community development services were excellent and praised the 

distribution of the bank’s branches. 

At NC Indiana’s most recent CRA performance evaluation, examiners 

commended the bank’s record of home mortgage lending to borrowers of different 

income levels and its community development lending. NC Indiana’s most recent 

evaluation also commended the bank’s strong level of qualified investments and 

 

15 Appendix C lists the most recent CRA ratings of National City’s subsidiary 

banks, including the recently acquired Allegiant Bank, St. Louis, and Provident 

Bank.

16

 See Allegiant Order and Provident Order. In evaluating the records of 

performance under the CRA of NC Bank and NC Indiana, examiners considered 

home mortgage loans by certain affiliates in the banks’ assessment areas. The 

loans reviewed by examiners included loans reported by National City Mortgage 

Corporation, Miamisburg, Ohio (“NC Mortgage”) (a subsidiary of NC Indiana); 

National City Mortgage Services, Kalamazoo, Michigan (“NC Mortgage 

Services”) (a subsidiary of NationalCity Bank of the Midwest, Bannockburn, 

Illinois); and other bank and nonbank affiliates of NC Bank.
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characterized the distribution of the bank’s branches throughout its assessment 

area, including LMI geographies, as excellent.

The Board also carefully reviewed the CRA performance records of 

Wayne’s subsidiary banks at their most recent CRA performance evaluations. 

Wayne Bank received a “satisfactory” rating by the OCC, and SB&T received an 

“outstanding” rating by the Reserve Bank.17 Examiners stated that Wayne Bank’s 

level of overall lending reflected excellent responsiveness to the credit needs of the 

bank’s assessment area. In addition, examiners characterized as excellent 

Wayne Bank’s distribution of home purchase and home improvement loans to LMI 

borrowers and the bank’s geographic distribution of home mortgage loans and 

small loans to businesses and farms.18 Examiners also determined that Wayne 

Bank’s level of community development lending and investment was adequate, 

and they noted favorably the number of branches the bank had in moderate income 

geographies. 

Examiners of SB&T characterized the distribution of the bank’s 

consumer, home mortgage, and small business loans to borrowers of different 

 

17 Wayne Bank was evaluated as of February 24, 2003. SB&T, the former 

Chippewa Valley Bank, Wadsworth (“Chippewa”), was evaluated as of April 7, 

2003. On May 31, 2003, Wayne acquired Banc Services, Inc. and its subsidiary 

bank, Savings Bank & Trust, both in Orville, Ohio (“Old SB&T”). On July 1, 

2003, Old SB&T was merged into Wayne’s subsidiary bank, Chippewa, with 

Chippewa as the surviving bank, and renamed as Savings Bank & Trust. 

Old SB&T received a “satisfactory” rating from the Reserve Bank at its last CRA 

performance evaluation, as of April 9, 2001. 

18 Small loans to businesses are loans with originated amounts of $1 million or 

less that are either secured by nonfarm or nonresidential real estate or classified as 

commercial and industrial loans. Small loans to farms are loans with originated 

amounts of $500,000 or less that are either secured by farmland or classified as 

loans to finance agricultural production and other loans to farmers. 
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income levels as excellent throughout its assessment areas.

19 They commented that 

the bank’s geographic distribution of loans in different census tracts was more than 

reasonable, as was its lending distribution among individuals of different income 

levels and among businesses and farms of different annual revenue levels. 

B. HMDA Data, Subprime Lending, and Fair Lending Record

The Board has carefully considered the lending record and 

HMDA data reported by National City in light of the public comment received on

this proposal. Based on a review of National City’s HMDA data in the 

Canton MSA for 2002, the commenter reiterated its contentions in the Allegiant 

and Provident proposals that National City’s lending operations were organized to 

direct First Franklin’s higher-priced loans disproportionately to minority and 

LMI borrowers and in LMI and predominantly minority communities, as compared 

with the other subsidiaries of National City engaged in home mortgage lending, 

including National City’s subsidiary banks, NC Mortgage, and NC Mortgage 

Services (collectively, “National City Lenders”).20

As noted in the Allegiant and Provident Orders, the Board reviewed 

HMDA data reported by all of NationalCity’s subsidiary bank and nonbank 

lending subsidiaries in the MSAs that comprise the banks’ major assessment areas. 

The analyses included a comparison of the HMDA data of First Franklin with 

 

19 The commenter criticized Old SB&T for denying 100 percent of its applications 

for home purchase loans by borrowers in LMI census tracts in the Canton MSA in 

2002. As noted, Wayne did not acquire Old SB&T until 2003 and Wayne’s 

subsidiary banks did not have branches in the Canton MSA in 2002. 

20

 The commenter asserted that First Franklin made more home purchase loans to 

African Americans in the Canton MSA than NC Bank or NC Mortgage. The 

commenter also criticized National City for the number of denials of home 

improvement loan applications by African Americans in the Canton MSA by 
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combined data submitted by the National City Lenders.21 The Board concluded 

that the 2002 HMDA data did not support the contention that National City 

disproportionately directed First Franklin’s loans to minority and LMI borrowers 

or in LMI and predominantly minority communities as compared with the 

NationalCity Lenders. Moreover, the Board concluded that denial disparity ratios 

of the National City Lenders for African-American and Hispanic applicants for 

total HMDA-reportable loans were generally comparable with or lower than those 

of aggregate lenders in a majority of the MSAs reviewed.22 Based on its review of 

the record in this case, the Board hereby reaffirms and adopts the HMDA analyses 

detailed in the Allegiant Order and the Provident Order. 

The Board’s review of the final 2003 HMDA data of First Franklin, 

the National City Lenders, and the aggregate lenders in the MSAs previously 

reviewed and in the Canton MSA supports the Board’s conclusions in those orders. 

The National City Lenders made more HMDA-reportable loans to AfricanAmerican borrowers than did First Franklin in the Canton MSA. In addition, the 

percentage of total HMDA-reportable loans that the National City Lenders made to 

African-American borrowers in the Canton MSA was comparable with the 

 

NC Bank compared to the number of home purchase loans originated by First 

Franklin in the same area. 

21

 In evaluating the Allegiant and Provident proposals, the Board analyzed HMDA 

data for 2001 and 2002 for the National City Lenders, First Franklin, and the 

aggregate of lenders (“aggregate lenders”) in the areas reviewed and preliminary 

2003 HMDA data for the National City Lenders. In this context, the lending data 

of the aggregate lenders represent the cumulative lending for all financial 

institutions that reported HMDA data in a given area.

22 The total HMDA-reportable loans include home purchase, home refinance, 

home improvement, and multifamily residential loans. The denial disparity ratio 

equals the denial rate for a particular racial category (for example, African 

Americans) divided by the denial rate for whites.
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aggregate lenders. Furthermore, the denial disparity ratios of the National City 

Lenders for African-American and Hispanic applicants for total HMDA-reportable 

loans in the Canton MSA approximated or were lower than those of the aggregate 

lenders in 2003. 

The Board recognizes that HMDA data alone provide an incomplete 

measure of an institution’s lending in its community because these data cover only 

a few categories of housing-related lending and provide only limited information 

about covered loans. Because of the limitations of HMDA data, the Board has 

considered these data carefully in light of other information, including examination 

reports that provide on-site evaluations of compliance with fair lending laws by 

National City’s banks and their lending subsidiaries, including First Franklin. 

As noted in the Allegiant and Provident Orders, examiners found no 

evidence of prohibited discrimination or other illegal credit practices at any of 

National City’s subsidiary banks or the banks’ lending subsidiaries at their most 

recent CRA performance evaluations. 

The record also indicates that National City has taken several 

affirmative steps to ensure compliance with fair lending laws. National City has a 

centralized compliance function and has implemented corporate-wide compliance 

policies and procedures to help ensure that all National City business lines, 

including those of First Franklin, comply with all fair lending and other consumer 

protection laws and regulations. It employs compliance officers and staff 

responsible for compliance training and monitoring, and conducts file reviews for 

compliance with federal and state consumer protection rules and regulations for all 

product lines and origination sources, including First Franklin. National City also 
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regularly performs self-assessments of its compliance with fair lending law and 

provides training in fair lending policy for its employees.23 

The Board also has considered the HMDA data in light of other 

information, including the CRA performance records of National City’s and 

Wayne’s subsidiary banks. These records demonstrate that National City and 

Wayne are active in helping to meet the credit needs of their entire communities.

C. Conclusion on Convenience and Needs Factor

The Board has carefully considered all the facts of record, including 

reports of examination of the CRA records of the institutions involved, information 

provided by National City, a public comment on the proposal, and confidential 

supervisory information. 24 The Board notes that the proposal would allow 

National City to provide a broader range of products and services to Wayne’s 

customers. Moreover, Wayne’s customers would have access to an expanded 

 

23 The commenter also reasserted criticisms raised in the Allegiant and Provident 

proposals that National City pays loan brokers yield-spread premiums and does not 

have a program for referring to the National City Lenders loan applicants of 

First Franklin who qualify for credit from those affiliates. As noted in the 

Provident Order, National City has represented that all loan applicants are 

evaluated individually on their credit qualifications and the loans they receive are 

based on those qualifications. Moreover, National City has a substantial 

compliance program in place to ensure that First Franklin and the National City 

Lenders do not engage in abusive lending practices. The Board also notes that the 

payment of yield-spread premiums to brokers is not a prohibited practice. 

24 The commenter voiced again a criticism it raised in the Provident proposal 

about NationalCity’s funding of third-party consumer lending operations, 

including payday lenders, pawn shop operators, and rent-to-own businesses. 

National City has represented that its credit evaluations of these types of lenders 

include, as applicable, the customer’s reputation and adherence to applicable law, 

including the Fair Debt Collection Practices Act. Moreover, National City has 

represented that it monitors those borrowers’ compliance with industry best 
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network of branch offices and automated teller machines. Based on a review of the 

entire record, and for the reasons discussed above and in the Allegiant and 

Provident Orders, the Board concludes that considerations relating to the 

convenience and needs factor, including the CRA performance records of the 

relevant depository institutions, are consistent with approval.

Nonbanking Activities

National City also has filed a notice under sections 4(c)(8) and 4(j) of 

the BHC Act to acquire Access Financial, Massillon, Ohio, a Wayne subsidiary 

that engages in consumer lending activities. The Board has determined by 

regulation that making, acquiring, brokering, or servicing loans is permissible for 

bank holding companies under the Board’s Regulation Y,25 and National City has 

committed to conduct this activity in accordance with the Board’s regulations and 

orders for bank holding companies engaged in these activities.

To approve the notice, the Board must determine that National City’s

acquisition of Access Financial and the performance of the proposed activities “can 

reasonably be expected to produce benefits to the public . . . that outweigh possible 

adverse effects, such as undue concentration of resources, decreased or unfair 

competition, conflicts of interests, or unsound banking practices.”26 As part of its 

evaluation of these factors, the Board has considered the financial and managerial 

resources of National City, its subsidiaries, and the company to be acquired, and 

the effect of the proposed transaction on those resources. For the reasons noted 

 

practices through due diligence, including “blind shopping” programs and 

interviews with management.

25

 See 12 C.F.R. 225.28(b)(1).

26

 See 12 U.S.C. § 1843(j)(2)(A).
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above, and based on all the facts of record, the Board concludes that financial and 

managerial considerations are consistent with approval of the notice.

The Board also has considered the competitive effects of 

NationalCity’s proposed acquisition of Access Financial in light of all the facts of 

record. Access Financial engages in consumer lending through one office in the 

Akron banking market, and National City engages in consumer lending through its 

subsidiary banks in that market. The record in this case indicates that there are 

numerous providers of consumer lending services in the Akron banking market and 

that the market for this service is unconcentrated. Accordingly, the Board 

concludes that National City’s acquisition of Access Financial would not have a 

significantly adverse effect on competition in any relevant market.

The Board also has reviewed carefully the public benefits of the 

proposed acquisition of Access Financial. The proposal would allow NationalCity 

to provide an expanded array of consumer loan products and services to customers 

of Access Financial. Based on these and other matters discussed in this order, as 

well as all the facts of record, the Board has determined that consummation of the 

proposal can reasonably be expected to produce public benefits that would 

outweigh possible adverse effects under the standard of review set forth in 

section 4(j)(2) of the BHC Act. 

Conclusion

Based on the foregoing and all the facts of record, the Board has 

determined that the application and notice should be, and hereby are, approved. In 

reaching its conclusion, the Board has considered all the facts of record in light of 

the factors that it is required to consider under the BHC Act and other applicable 

statutes. The Board’s approval is specifically conditioned on compliance by 

National City with the conditions imposed in this order and the commitments made 

to the Board in connection with the application and notice, including compliance 
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with state law. The Board’s approval of the nonbanking aspects of the proposal is 

also subject to all the conditions set forth in Regulation Y, including those in 

sections 225.7 and 225.25(c) (12 C.F.R. 225.7 and 225.25(c)), and to the Board’s 

authority to require such modification or termination of the activities of a bank 

holding company or any of its subsidiaries as the Board finds necessary to ensure 

compliance with and to prevent evasion of the provisions of the BHC Act and the 

Board’s regulations and orders issued thereunder. For purposes of these actions, 

the conditions and commitments are deemed to be conditions imposed in writing 

by the Board in connection with its findings and decisions and, as such, may be 

enforced in proceedings under applicable law. 

The acquisitions of Wayne Bank and SB&T shall not be 

consummated before the fifteenth calendar day after the effective date of this order, 

and no part of the proposal shall be consummated later than three months after the 

effective date of this order, unless such period is extended for good cause by the 

Board or the Reserve Bank, acting pursuant to delegated authority. 

By order of the Board of Governors,27 effective August 31, 2004.

(signed)

Robert deV. Frierson

Deputy Secretary of the Board

 

27 Voting for this action: Chairman Greenspan, Vice Chairman Ferguson, and

Governors Gramlich, Bies, Olson, Bernanke, and Kohn.
- 16 -

APPENDIX A

Ohio Banking Market Definitions

Akron 

Summit County, excluding the townships of Sagamore Hills, Northfield Center, 

Twinsburg, Richfield, Boston, and Hudson; Portage County, excluding the 

townships of Aurora, Streetsboro, Mantua, Hiram, Nelson, Shalersville, Freedom, 

and Windham; the townships of Homer, Harrisville, Westfield, Guilford, 

Wadsworth, and Sharon in Medina County; Lawrence township and the western 

half of Lake township in Stark County; and the townships of Milton and Chippewa 

in Wayne County.

Canton 

Stark County, excluding Lawrence township and the western half of Lake

township; Carroll County; the township of Smith in Mahoning County; and the 

townships of Lawrence and Sandy in Tuscarawas County.

Cleveland 

Cuyahoga, Lake, Lorain, and Geauga Counties; the townships of Sagamore Hills, 

Northfield Center, Twinsburg, Richfield, Boston, and Hudson in Summit County; 

Medina County, excluding the townships of Homer, Harrisville, Westfield, 

Guilford, Wadsworth, and Sharon; the townships of Aurora and Streetsboro in 

Portage County; and the city of Vermillion in Erie County.

Dover-New Philadelphia

Tuscarawas County, excluding the townships of Lawrence and Sandy; the 

townships of Monroe, North, Franklin, Stock, Washington, Nottingham, Freeport, 

and Moorefield in Harrison County; and the townships of Salt Creek, Paint, Berlin, 

Walnut Creek, and Clark in Holmes County.
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APPENDIX B

Ohio Banking Markets in which National City 

and Wayne Compete Directly

Akron

National City operates the third largest depository institution in the Akron banking 

market, controlling $1 billion in deposits, which represents 13 percent of market 

deposits. Wayne operates the 12th largest depository institution in the market, 

controlling $138 million in deposits, which represents 1.8 percent of market 

deposits. On consummation of the proposal, National City would remain the 

third largest depository institution in the market, controlling deposits of 

$1.1 billion, which represent approximately 14.7 percent of market deposits. 

The HHI would increase 46 points to 1,436. Twenty-six bank and thrift

competitors would remain in the market.

Canton

National City operates the seventh largest depository institution in the Canton

banking market, controlling $226 million in deposits, which represents 4.7 percent 

of market deposits. Wayne operates the 13th largest depository institution in the 

market, controlling $41 million in deposits, which represents less than 1 percent of

market deposits. On consummation of the proposal, National City would remain

the seventh largest depository institution in the market, controlling deposits of 

$267 million, which represent approximately 5.6 percent of market deposits. The 

HHI would increase 8 points to 1,432. Eighteen bank and thrift competitors would 

remain in the market.

Cleveland

National City operates the second largest depository institution in the Cleveland

banking market, controlling $15.2 billion in deposits, which represents

25.6 percent of market deposits. Wayne operates the 31st largest depository 

institution in the market, controlling $16 million in deposits, which represents less 

than 1 percent of market deposits. On consummation of the proposal, 

NationalCity would remain the second largest depository institution in the market. 

The HHI would increase 2 points to 1,933. Thirty-five bank and thrift competitors 

would remain in the market.
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Dover-New Philadelphia

National City operates the sixth largest depository institution in the 

Dover-New Philadelphia banking market, controlling $67 million in deposits, 

which represents 5.6 percent of market deposits. Wayne operates the 18th largest 

depository institution in the market, controlling $7 million in deposits, which 

represents less than 1 percent of market deposits. On consummation of the 

proposal, NationalCity would remain the sixth largest depository institution in the 

market, controlling deposits of $73 million, which represent 6.2 percent of market 

deposits. The HHI would increase 6 points to 1,208. Twenty bank and thrift

competitors would remain in the market.
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APPENDIX C

CRA Performance Evaluations of National City

 Subsidiary Bank CRA Rating Date Supervisor

1. National City Bank, Outstanding February 2000 OCC

 Cleveland, Ohio

2. National City Bank Satisfactory February 2000 OCC

 of Indiana,

 Indianapolis, Indiana

3. The Madison Bank & Outstanding May 1999 FDIC

 Trust Company,

 Madison, Indiana

4. National City Bank Satisfactory February 2000 OCC

 of Kentucky,

 Louisville, Kentucky

5. National City Bank Outstanding February 2000 OCC

 of the Midwest, 

 Bannockburn, Illinois

6. National City Bank Outstanding February 2000 OCC

 of Pennsylvania,

 Pittsburgh, Pennsylvania

7. National City Bank Satisfactory February 2000 OCC

 of Southern Indiana, 

 New Albany, Indiana

8. The Provident Bank Outstanding March 2004 Federal

Cincinnati, Ohio Reserve 

Bank of 

Cleveland