Seal THE BOARD FEDERAL OF RESERVE GOVERNORS SYSTEM OF 

BOARD OF GOVERNORS 

OF THE 

FEDERAL RESERVE SYSTEM 

WASHINGTON, D.C. 20551 

ADDRESS OFFICIAL CORRESPONDENCE 

TO THE BOARD 

October 21, 2013 

Michael A. Priest 

President 

JMAC, Inc. 

200 West Nationwide Boulevard 

Columbus, Ohio 43215 

Dear Mr. Priest: 

This letter responds to your request of April 20, 2013, on behalf of JMAC, 

Inc. ("JMAC"), Columbus, Ohio, and to subsequent correspondence, including your letter 

dated August 12, 2013, requesting modification of a commitment made to the Board in 

connection with the investment by JMAC in DCB Financial Corp ("DCB"), Lewis 

Center, Ohio. The requested relief would allow JMAC and its subsidiaries to establish 

and maintain deposit accounts with DCB's subsidiary bank, The Delaware County Bank 

and Trust Company ("Bank"), also of Lewis Center, and to obtain loans from Bank, each 

within specified limits. 

In September 2012, JMAC acquired 7.6 percent of the voting stock of 

DCB, a bank holding company, and a right to designate one director representative to 

DCB's board. In connection with this acquisition, JMAC provided certain commitments 

to the Board similar to those on which the Board previously has relied to ensure that an 

investor would not be able to exercise a controlling influence over a bank or bank holding 

company. These included a commitment that JMAC would engage in only limited 

business relationships with DCB that did not include obtaining credit from DCB 

("Business Relationship Commitment"). 

JMAC requests modification of the Business Relationship Commitment to 

allow it and its subsidiaries to (1) establish and maintain deposit accounts with Bank, 

provided that the aggregate balances of all such deposit accounts do not exceed 

1 percent of Bank's total deposits, and (2) obtain loans from Bank, provided that the 

aggregate total of such loans does not exceed the lesser of 1 percent of Bank's total 

outstanding loans or 85 percent of Bank's legal lending limit. JMAC has represented that 

all transactions and relationships with DCB would be on an arm's-length, negotiated 

basis, would be on market terms, and would not restrict DCB from entering into 

transactions of the same type with other parties. 
When viewed in conjunction with JMAC's relatively small ownership interest in 

DCB, and given (1) the limitations on the size of business relationships incorporated into 

the revised Business Relationship Commitment (which would equate, roughly, to $4.48 

million in deposits and $3.46 million in loans, based on June 30, 2013, figures); (2) the 

fact that the relationships would be on market terms and nonexclusive; and (3) the fact 

that all other passivity commitments made by JMAC would remain in place, including 

the commitment not to exercise a controlling influence over DCB, it appears that the 

expanded business relationships between JMAC and DCB would not provide JMAC or 

its subsidiaries with the power to exercise a controlling influence over the management or 

policies of DCB or its subsidiaries for purposes of the Bank Holding Company Act. 

Based on all the facts of record, the Director of the Division of Banking 

Supervision and Regulation, acting pursuant to authority delegated by the Board under 

section 265.7(a)(2) of the Board's Rules Regarding Delegation of Authority (12 CFR 

265.7(a)(2)), and after consulting with the General Counsel, has approved your request to 

modify JMAC's Business Relationship Commitment to permit JMAC and its 

subsidiaries to engage in the specific transactions to the extent described above, provided 

that JMAC does not, through these activities or in any other way, attempt to exercise a 

controlling influence over the management or policies of DCB. 

This action is based on the representations and commitments set forth in all 

of your communications and correspondence related to your request, including the 

representations discussed above. Any change in the facts presented could result in a 

different conclusion and should be reported to Board staff immediately. This 

determination should not be construed as granting relief from any other conditions or 

commitments to which JMAC may be subject. 

Very truly yours, 

(Signed Shanks by) initials MargareV-McCloskey Deputy Secretary of the Board 

cc: Allen Brown, Banking Supervisor 

Federal Reserve Bank of Cleveland