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OMB No. for FDIC 3064-0015; Expiration Date: June 30, 2021
OMB No. for Federal Reserve 7100-0171; Expiration Date: May 31, 2021
OMB No. for OCC 1557-0014; Expiration Date: February 28, 2021
Federal Deposit Insurance Corporation
INTERAGENCY BANK MERGER ACT APPLICATION
Public reporting burden for this collection of information is estimated to average 31 and 19 hours for nonaffiliate and
affiliate transactions, respectively, including the time to gather and maintain data in the required form, to review
instructions, and to complete the information collection. Send comments regarding this burden estimate or any other
aspect of this collection of information, including suggestions for reducing this burden to: Paperwork Reduction Act,
Legal Division, Federal Deposit Insurance Corporation (FDIC), 550 17th Street, NW, Washington, DC 20429; Secretary,
Board of Governors of the Federal Reserve System (Board), 20th and C Streets, NW, Washington, DC 20551; or
Licensing Activities Division, Office of the Comptroller of the Currency (OCC), 400 7th Street, SW, Washington, DC
20219 and to the Office of Management and Budget (OMB), Paperwork Reduction Project, Washington, DC 20503.
An organization or a person is not required to respond to a collection of information unless it displays a currently valid
OMB control number.
GENERAL INFORMATION AND INSTRUCTIONS
Preparation and Use
This application is used to effect a merger transaction under section 18(c) of the Federal Deposit Insurance Act (FDIA),
as amended (12 U.S.C. § 1828(c)), and for national banks using sources of merger authority, such as 12 U.S.C. §§ 215,
215a. “Merger transaction” includes a merger, consolidation, assumption of deposit liabilities, and certain asset transfers
between or among two or more institutions. An application is required for merger transactions between or among
affiliated institutions (affiliate transactions), as well as for merger transactions between or among nonaffiliated institutions.
An affiliate transaction refers to a merger transaction or other business combination (including a purchase and
assumption) between institutions that are commonly controlled (for example, between a depository institution and an
affiliated interim institution). Applicants proposing affiliate transactions are not required to complete questions 16 through
18 of this form.
All questions must be answered with complete and accurate information that is subject to verification. If the answer is
"none," "not applicable," “not available,” or "unknown," so state. Answers of “not available” or "unknown" should be
explained.
The questions in the application are not intended to limit the applicant's presentation, nor are the questions intended to
duplicate information supplied on another form or in an exhibit. A cross reference to the information is acceptable. Any
cross reference must be made to a specific location in the documents, so the information can be found easily.
Supporting information for all relevant factors, setting forth the basis for applicant's conclusions, should accompany the
application. The responsible regulatory agency may request additional information.
Applications involving insured depository institutions must be submitted to the responsible regulatory agency of the
depository institution that is the acquiring, assuming, or resulting institution (resultant institution). All questions about
preparing the merger application should be directed to that agency, along with the information requested in the
application and other information requested by the responsible agency. In addition, all applications involving a
noninsured bank or institution must be submitted to the FDIC.
For additional information regarding the processing procedures and guidelines and any supplemental information that
may be required, please refer to the responsible regulatory agency's procedural guidelines (for example, the OCC's
Rules and Regulations (12 C.F.R. Part 5), the Comptroller's Licensing Manual, the FDIC's Rules and Regulations (12
C.F.R. Part 303) and Statement of Policy on Bank Merger Transactions and other relevant policy statements. Contact the
responsible regulatory agency directly for specific instruction, or visit its website at www.fdic.gov, www.occ.treas.gov, and
www.federalreserve.gov.
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Interim Charters and Federal Deposit Insurance
An interim state or federal depository institution charter may be used to facilitate a merger transaction. An interim
institution is one that does not operate independently but exists, usually for a very short period of time, solely as a
vehicle to accomplish a merger transaction (for example, to facilitate the acquisition of 100 percent of the voting shares
of an existing depository institution). The processing procedures and guidelines for chartering an interim institution may
be found in the guidelines of the responsible regulatory agency.
Applicants should consult the FDIC's Rules and Regulations (12 C.F.R. § 303.62(b)(2)) or contact the FDIC directly to
discuss relevant deposit insurance requirements. An application for deposit insurance is not required in connection with
a merger transaction (other than a purchase and assumption) between a federally chartered interim institution and an
existing FDIC-insured depository institution, including those instances in which the resulting institution is to operate under
the charter of the federal interim institution. However, an application for deposit insurance is required if a state-chartered
interim bank or savings association is organized solely to facilitate a merger transaction which will be reviewed by a
Federal banking agency other than the FDIC. Merger transactions (including a purchase and assumption) between an
FDIC-insured institution and a non-FDIC-insured institution are subject to FDIC approval under section 18(c)(1) of the
FDIA (12 U.S.C. § 1828(c)(1)).
In making its determination to grant deposit insurance under section 5(a) of the FDIA (12 U.S.C. § 1815(a)), the FDIC will
consider the factors enumerated in section 6 of the FDIA (12 U.S.C. § 1816). If applying for deposit insurance under
section 5(a), check the appropriate boxes on the top of the application form and include with this application any
additional relevant information.
Establishment of Branches and Branch Closings
This Interagency Bank Merger Act Application will be deemed to constitute an application to operate the target
institution's main office and branches as branches of the applicant pursuant to section 9 of the Federal Reserve Act (12
U.S.C. § 321) for state member banks, section 18(d) of the FDIA (12 U.S.C. § 1828(d)) for state nonmember insured
banks, 12 U.S.C. § 36 for national banks, and 12 C.F.R. 5.31 for federal savings associations.
Refer to the Interagency Policy Statement on Branch Closings and applicable law for branch closure notice requirements
under section 42 of the FDIA (12 U.S.C. § 1831r-1) if a branch is closed as a result of a merger transaction.
Notice of Publication
An applicant must publish notice of the proposed acquisition in a newspaper of general circulation in the community or
communities in which the main office of each of the parties to the transaction is located (12 U.S.C. § 1828(c)(3)), or if
there is no such newspaper in any such community, then in a newspaper of general circulation published nearest to the
community. A copy of the affidavit(s) of publication should be submitted to the responsible regulatory agency. Contact
the responsible regulatory agency for the specific requirements of the notice of publication.
Compliance
An applicant is expected to comply with all representations and commitments made in the application.
Transactions subject to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a), which applies to
certain very large transactions, require a pre-merger filing with the Federal Trade Commission and the Department of
Justice. Refer to the Federal Trade Commission's website for specific details (www.ftc.gov).
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Electronic Submission
In addition to an original application and the appropriate number of signed copies, the responsible regulatory agencies
request that the applicant submit an electronic copy of the information in the application, especially of the financial
projections. Submission of an electronic copy is voluntary. It will be used only for internal review and processing, and
those portions granted confidential treatment will not be released to the public. For electronic submissions, contact the
responsible regulatory agency for instructions and information about secure transmission of confidential material. For
the Board, the application may be submitted in paper form, or electronically through the Board's web-based application
E-Apps. Additional information on E-Apps may be found on the Board's public website. For the OCC, the application
may be submitted in paper form, or electronically through the OCC's web-based application CATS. Additional
information on CATS may be found on the OCC's public website.
Confidentiality
Any applicant desiring confidential treatment of specific portions of the application must submit a request in writing with
the application. The request must discuss the justification for the requested treatment. The applicant's reasons for
requesting confidentiality should specifically demonstrate the harm (for example, loss of competitive position, invasion of
privacy) that would result from public release of information under the Freedom of Information Act (5 U.S.C. § 552).
Information for which confidential treatment is requested should be: (1) specifically identified in the public portion of the
application (by reference to the confidential section); (2) separately bound; and (3) labeled "Confidential." The applicant
should follow the same procedure when requesting confidential treatment for the subsequent filing of supplemental
information to the application.
The applicant should contact the responsible regulatory agency for specific instructions regarding requests for
confidential treatment. The responsible regulatory agency will determine whether the information will be treated as
confidential and will advise the applicant of any decision to make available to the public information labeled as
"Confidential."
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OMB No. for OCC 1557-0014; Expiration Date: February 28, 2021
Federal Deposit Insurance Corporation
INTERAGENCY BANK MERGER ACT APPLICATION
Merger
Consolidation
Purchase and Assumption
Branch Purchase and Assumption
Other
Combination with Interim Depository Institution
Affiliate/Corporate Reorganization
12 U.S.C. 215, 215a-c
Other
12 U.S.C. 1815(a)
12 U.S.C. 1828(c)
Nonaffiliate Combination
Type of Filing Form of Transaction Filed Pursuant To
Check all that apply:
Other
Applicant Depository Institution
Name
Street
City Zip Code
Charter/Certificate Number
State
Target Institution
Name
Street
City Zip Code
Charter/Certificate Number
State
Resultant Institution (if different than the Applicant)
Name
Street
City Zip Code
Charter/Certificate Number
State
Contact Person
Name
Title Employer
Street
City Zip Code
State
Telephone
Email Address
Reset Form
Submit
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1. Describe the transaction's purpose, structure, significant terms, conditions, and termination dates of related contracts
or agreements; and financing arrangements, including any plan to raise additional equity or incur debt.
2. Indicate any other filings related to this transaction with other state and federal regulators.
3. Discuss whether and how the resultant institution's business strategy and operations will remain the same or change
from that of the applicant. Identify new business lines. Provide a copy of the business plan, if available. Discuss the
plan for integrating any new businesses into the resultant institution.
4. Provide a copy of (a) the executed merger or transaction agreement, including any amendments, (b) any board of
directors' resolutions related to the transaction, and (c) interim charter, names of organizers, and any other related
documents.
5. Describe any issues regarding the permissibility of the proposal with regard to applicable state or federal laws or
regulations (for example, nonbank activities, branching, or qualified thrift lender test).
6. Describe any nonconforming or impermissible assets or activities that applicant or resultant institution may not be
permitted to retain under relevant law or regulation, including the method of and anticipated time period for divestiture
or disposal.
7. Provide the following financial information.
a. Pro forma balance sheet, as of the end of the most recent quarter. Indicate separately for the applicant and
target institution each principal group of assets, liabilities, and capital accounts; debit and credit adjustments
(explained by footnotes) reflecting the proposed acquisition; and the resulting pro forma combined balance sheet.
b. Projected balance sheets and corresponding income statements as of the end of the first three years of operation
following consummation. Describe the assumptions used to prepare the projected statements.
c. Provide a discussion on the valuation of the target entity and any anticipated goodwill and other intangible assets.
d. Pro forma and Projected Regulatory Capital Schedule, as of the end of the most recent quarter and each of the
first three years of operation, indicating:
Each component item for common equity tier 1 capital, additional tier 1 capital and tier 2 capital pursuant
to the currently applicable capital requirements.
Total risk-weighted assets.
Common equity tier 1 capital, tier 1 capital, total capital, and leverage ratios pursuant to the capital
regulations. If applicable, also provide the applicant's existing and pro forma supplementary leverage
ratio pursuant to the current capital adequacy regulations.
8. List the directors and senior executive officers of the resultant institution and provide the name, address, position with
and shares held in the resultant institution or holding company, and principal occupation (if a director). Indicate any
changes to the applicant's current directors and senior executive officers that would occur at the resultant institution.
Applicants should consult with the responsible regulatory agency regarding whether any biographical or financial
information should be submitted with respect to any new principal shareholders, directors, and senior executive
officers.
9. Describe any litigation or investigation by local, state, or federal authorities involving the applicant or any of its
subsidiaries or the target or any of its subsidiaries that is currently pending or was resolved within the last two years.
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10. Describe how the proposal will assist in meeting the convenience and needs of the community to be served,
including, but not limited to, the following:
a. Summarize efforts undertaken or contemplated by the applicant to ascertain and address the needs of the
community(ies) to be served, including community outreach activities, as a result of the proposal.
b. For the combining institutions, list any significant anticipated changes in services or products that will result from
the consummation of the transaction.
c. To the extent that any products or services would be offered in replacement of any products or services to be
discontinued, indicate what these are and how they would assist in meeting the convenience and needs of the
communities affected by the transaction.
d. Discuss any enhancements in products or services expected to result from the transaction.
11. Describe how the applicant and resultant institution will assist in meeting the existing or anticipated needs of its
community(ies) under the applicable criteria of the Community Reinvestment Act (CRA) and its implementing
regulations, including the needs of low- and moderate-income geographies and individuals. This discussion should
include, but not necessarily be limited to, a description of the following:
a. The significant current and anticipated programs, products, and activities, including lending, investments, and
services, as appropriate, of the applicant and the resultant institution.
b. The anticipated CRA assessment areas of the resultant institution. If the resultant institution's CRA assessment
area would not include any portion of the current assessment area of the target or the applicant, describe the
excluded areas.
c. The plans for administering the CRA program for the resultant institution following the transaction.
d. For an applicant or target institution that has received a CRA composite rating of “needs to improve” or
“substantial noncompliance” institution-wide or, where applicable, in a state or a multistate Metropolitan Statistical
Area (MSA), or has received an evaluation of less than satisfactory performance in an MSA or in the non-MSA
portion of a state in which the applicant is expanding as a result of the transaction, describe the specific actions,
if any, that have been taken to address the deficiencies in the institution's CRA performance record since the
rating.
12. The Dodd-Frank Wall Street Reform and Consumer Protection Act requires regulators to consider the risk to the
stability of the United States banking and financial systems when reviewing a merger transaction between financial
institutions. Discuss any effect(s) that the proposed transaction may have on the stability of the United States
banking and financial systems.
13. The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (12 U.S.C. § 1831u) (R-N) imposes
additional considerations for certain interstate mergers between insured banks. Savings associations are not
subject to R-N. If subject to these provisions, please provide the following information:
a. Identify any host states involved with this transaction that require the target to be in operation for a minimum
number of years and discuss compliance with the R-N age requirement (12 U.S.C. § 1831u(a)(5)).
b. Indicate that (1) the applicant has complied or will comply with the applicable filing requirements of any host
state(s) that will result from the transaction and (2) the applicant has sent a copy of the merger application to the
state bank supervisor of the resultant host state(s).
c. Indicate applicability of R-N nationwide and statewide deposit concentration limits to the transaction. If
applicable, discuss compliance.
d. Indicate applicability of state-imposed deposit caps, if any. If applicable, discuss compliance.
e. Address whether:
i. Each bank involved in the transaction is adequately capitalized on the date of filing.
ii.The resultant institution will be well capitalized and well managed upon consummation of the
transaction.
f. Discuss compliance with the CRA requirement of R-N.
g. Discuss permissibility of retention of the target's main office and branches.
h. Discuss any other restrictions that the host states seek to apply (including state antitrust restrictions).
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14. List all offices of the applicant or target that: (a) will be established or retained as branches, including the
main office, of the target institution, (b) are approved but unopened branch(es) of the target institution,
including the date the current federal and state agencies granted approval(s), and (c) are existing
branches that will be closed or consolidated as a result of the proposal (to the extent the information is
available) and indicate the effect on the branch customers served. For each branch, list the popular
name, street address, city, county, state, and zip code, specifying any that are in low- and moderate-
income geographies.
1
15. As a result of this transaction, if the applicant will be or will become affiliated with a company engaged in
insurance activities that is subject to supervision by a state insurance regulator, provide:
a. The name of the company.
b. A description of the insurance activity that the company is engaged in and has plans to conduct.
c. A list of each state and the lines of business in that state in which the company holds, or will hold, an insurance
license. Indicate the state where the company holds a resident license or charter, as applicable.
If this is a nonaffiliate transaction, the applicant also must reply to items 16 through 18.
16. Discuss the effects of the proposed transaction on existing competition in the relevant geographic market(s) where
the applicant and the target institution operate. The applicant should contact the responsible regulatory agency for
specific instructions to complete the competitive analysis.
17. If the proposed transaction involves a branch sale or any other divestiture of all or any portion of the bank, savings
association or nonbank company (in the case of a merger transaction under 12 U.S.C. § 1828(c)(1)) to mitigate
competitive effects, discuss the timing, purchaser, and other specific information.
18. Describe any management interlocking relationships (12 U.S.C. §§ 3201-3208) that currently exist or would exist
following consummation. Include a discussion of the permissibility of the interlock with regard to relevant laws and
regulations.
1
Please designate branch consolidations as those terms are used in the Joint Policy Statement on Branch Closings, 64
FR 34844 (June 29, 1999).
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CERTIFICATION
We hereby certify that our board of directors, by resolution, has authorized the filing of this application, and that to the
best of our knowledge, it contains no misrepresentations or omissions of material facts. In addition, we agree to notify
the responsible regulatory agency if the facts described in the filing materially change prior to receiving a decision or prior
to consummation. Any misrepresentation or omission of a material fact constitutes fraud in the inducement and may
subject us to legal sanctions provided by 18 U.S.C. §§ 1001 and 1007.
We acknowledge that approval of this application is in the discretion of the responsible regulatory agency. Actions or
communications, whether oral, written, or electronic, by an agency or its employees in connection with this filing,
including approval of the application if granted, do not constitute a contract, either express or implied, or any other
obligation binding upon the responsible regulatory agency, other federal banking agencies, the United States, any other
agency or entity of the United States, or any officer or employee of the United States. Such actions or communications
will not affect the ability of any federal banking agency to exercise its supervisory, regulatory, or examination powers
under applicable law and regulations. We further acknowledge that the foregoing may not be waived or modified by any
employee or agent of a federal banking agency or of the United States.
Signed this
Day
day of
Month
,
Year
.
Applicant
by
Signature of Authorized Officer
2
Print or Type Name
Title
Target Institution
by
Signature of Authorized Officer
2
Print or Type Name
Title
2
In multiple-step combinations, applicants should ensure that authorized officers of the combining institutions sign.
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SUPPLEMENT TO INTERAGENCY BANK MERGER ACT APPLICATION
COMPTROLLER OF THE CURRENCY
All OCC applicants should provide the following supplemental information with their application:
19a. If any of the combining institutions have entered into commitments with community organizations, civic
associations, or similar entities concerning providing banking services to the community, describe the commitment.
b. If the resultant institution will not assume the obligations entered into by the target institution, explain the reasons
and describe the impact on the communities to be affected.
20. If acquiring a non-national bank subsidiary, provide the information and analysis of the subsidiary's activities that
would be required if it were established pursuant to 12 C.F.R. § 5.34 or 5.39.
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SUPPLEMENT TO INTERAGENCY BANK MERGER ACT APPLICATION
FEDERAL RESERVE SYSTEM
The Certification on page 8 need not be provided by the target institution. Federal Reserve applicants should modify their
Certification accordingly.
In addition, all Federal Reserve applicants should provide the following supplemental information with their application:
21. Indicate whether the applicant's investment in bank premises in establishing or retaining the branches following
consummation of the transaction is consistent with Section 208.321 of the Board's Regulation H.
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SUPPLEMENT TO INTERAGENCY BANK MERGER ACT APPLICATION
FEDERAL DEPOSIT INSURANCE CORPORATION
All FDIC applicants should provide the following supplemental information with their applications:
22. This section supplements question 16 of the Interagency Bank Merger Act Application for transactions between
nonaffiliated parties. Additional guidance relating to the FDIC's consideration of the competitive factors in a proposed
merger transaction is contained in the FDIC's Rules and Regulations (12 C.F.R. § 303 Subpart D) and Statement of
Policy on Bank Merger Transactions, which may be found at www.fdic.gov/regulations/laws/rules/index. html.
I. Delineation of the relevant geographic market(s).
The relevant geographic market includes the areas in which the offices to be acquired are located and from which
those offices derive the predominant portion of their loans, deposits, or other business. The relevant geographic
market also includes the areas where existing and potential customers impacted by the proposed merger transaction
may practically turn for alternative sources of banking services.
a. Prepare schedules for the applicant institution and target institution showing the total number of accounts and
total dollar volume of deposits
3
for each municipality or census tract, where applicable, according to the recorded
address of the depositor (do not submit supporting data). Small amounts may be aggregated and identified as
“other.” If the applicant institution is a multi-office institution, the applicant institution deposit information should
be provided only for those offices within or proximate to the area(s) described below under paragraph (b).
b. Identify those areas where existing and potential customers of the offices to be acquired may practically turn for
alternative sources of banking services. If consideration of the availability of such alternative banking services
results in a market area considerably different from that indicated by the sources of deposits, discuss and provide
necessary supporting information.
c. Using the information collected in paragraphs (a) and (b), provide a narrative description of the delineated
relevant geographic market(s).
d. Provide any additional information necessary to support the delineated relevant geographic market(s).
Supporting information may include relevant demographic information, locations of major employers, retail trade
statistics, and/or information on traffic patterns. Applicants should consult with the applicable FDIC Regional
Office in determining whether additional information is necessary.
II. Competition in the relevant geographic market(s).
a. Prepare a schedule of participating and competing banking institutions' offices, divided into three sections:
(i) Applicant institution's offices within or proximate to the relevant geographic market(s);
(ii) Target institution's offices within or proximate to the relevant geographic market(s); and
(iii) Competitor banking offices located or competing within the delineated relevant geographic market(s).
3
In most cases, total deposits will serve as an adequate proxy for the overall share of banking business in the relevant
geographic market area; however, other analytical proxies may be appropriate in certain cases (for example, a merger
transaction involving trust companies).
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To the extent known, also include banking offices approved but not yet open. The following presentation format is
suggested:
Distance and Direction
from Nearest Office
Name and Location
of Banking Office
Total Deposits Applicant Institution Target Institution
b. For each office listed in paragraph (a), provide the street address; total deposits as reported in the most recent
FDIC Summary of Deposits Data Book (www2.fdic.gov/sod/index.asp); and distance and general direction from
the nearest office of the applicant and target institution. In cases where the delineated relevant geographic
market includes a significant portion of a larger metropolitan area, provide only a listing of financial institutions
and the aggregate total deposits of all offices operated by each within the delineated relevant geographic
market(s).
c. Discuss the extent and intensity of competition in the delineated relevant geographic market(s) provided by
nonbank institutions, such as other depository institutions (for example, credit unions) and nondepository
institutions (for example, finance companies or government agencies). For those institutions regarded as
competing in the delineated relevant geographic market(s), provide name, address, and services supplied.