Pnc Routing Number Bank Account Illinois

Orders issued under Section 3 of the Bank Holding Company Act.

Hancock Holding Company

Gulfport, Mississippi

 

Hancock Holding Company (“Hancock”), Gulfport,
Mississippi, has requested the Board’s approval under section 3 of
the Bank Holding Company Act (”
BHC
 benzene hexachloride.


BHC,

?-BHC see benzene hexachloride.
 Act”) (1) to acquire
Whitney Holding Corporation (“Whitney”) and indirectly acquire
Whitney’s
wholly owned subsidiary

 bank,
Whitney National Bank

, both
of
New Orleans
 , city (2006 pop. 187,525), coextensive with Orleans parish, SE La., between the Mississippi River and Lake Pontchartrain, 107 mi (172 km) by water from the river mouth; founded
,
Louisiana
 , state in the S central United States. It is bounded by Mississippi, with the Mississippi R.
. (2)

Notice of the proposal, affording interested persons an opportunity
to submit comments, has been published (76 Federal Register 7211
(
February
 see month.
 9, 2011)). The time for filing comments has expired, and the
Board has considered the application and all comments received in light
of the factors set forth in the BHC Act.

Hancock, with total consolidated assets of approximately $8.2
billion, is the 110th largest
depository

 organization in
United States
 officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world’s third largest country in population and the fourth largest country in area.
,
controlling approximately $7.0 billion in deposits. Hancock controls
three subsidiary banks, HBLA, HBAL, and Hancock Bank, which operate in
four states. (3) Hancock is the third largest depository organization in

Mississippi
 , one of the Deep South states of the United States. It is bordered by Alabama (E), the Gulf of Mexico (S), Arkansas and Louisiana, with most of the border formed by
, controlling deposits of approximately $4.6 billion, and the
sixth largest depository organization in Louisiana, controlling deposits
of approximately $2.2 billion.

Whitney, with total consolidated assets of approximately $11.8
billion, is the 82nd largest depository organization in the United
States. Whitney National Bank, Whitney’s only subsidiary
depository
institution

, (4) operates in Alabama,
Florida
 , state in the extreme SE United States. A long, low peninsula between the Atlantic Ocean (E) and the Gulf of Mexico (W), Florida is bordered by Georgia and
, Louisiana, Mississippi,
and Texas. Whitney is the 4th largest depository organization in
Louisiana, controlling deposits of approximately $8.6 billion, and the
53rd largest depository institution in Mississippi, controlling deposits
of approximately $155 million.

On
consummation

 of the proposal, Hancock would become the 55th
largest depository organization in the United States, with total
consolidated assets of approximately $20 billion. Hancock would control
deposits of approximately $16.2 billion, which represent less than 1
percent of the total amounts of deposits of insured depository
institutions in the United States. In Mississippi, Hancock would remain
the third largest depository organization, controlling deposits of
approximately $4.7 billion, which represent approximately 10 percent of
deposits of insured depository institutions in the state. In Louisiana,
Hancock would become the largest depository organization, controlling
deposits of approximately $10.8 billion, which represent approximately
25 percent of deposits of insured depository institutions in the state.
In Alabama, Hancock would become the 16th largest depository
organization, controlling deposits of approximately $673 million, which
represent less than 1 percent of deposits of insured depository
institutions in the state. In Florida, Hancock would become the 26th
largest depository organization, controlling deposits of approximately
$2.6 billion, which represent less than 1 percent of deposits of insured
depository institutions in the state. In Texas, Hancock would become the
64th largest depository organization, controlling deposits of $740
million, which represent less than 1 percent of deposits of insured
depository institutions in the state.

Interstate
  
adj.
Involving, existing between, or connecting two or more states.

n.
One of a system of highways extending between the major cities of the 48 contiguous United States.

Noun 1.
 Analysis

Section 3(d) of the BHC Act allows the Board to approve an
application by a bank holding company to acquire control of a bank
located in a state other than the bank holding company’s home state
if certain conditions are met. For purposes of the BHC Act, the home
state of Hancock is Mississippi, (5) and Whitney is located in Alabama,
Florida, Louisiana, Mississippi, and Texas. (6)

Based on a review of all the facts of record, including relevant
state statutes, the Board finds that the conditions for an interstate
acquisition
enumerated

 in section 3(d) of the BHC Act are met in this
case. (7) In light of all the facts of record, the Board is permitted to
approve the proposal under section 3(d) of the BHC Act.

Competitive Considerations

The BHC Act prohibits the Board from approving a proposal that
would result in a monopoly or that would be in
furtherance
  
n.
The act of furthering, advancing, or helping forward:  
 of an attempt
to
monopolize
  
tr.v. mo·nop·o·lized, mo·nop·o·liz·ing, mo·nop·o·liz·es
1. To acquire or maintain a monopoly of.

2. To dominate by excluding others:
 the business of banking in any relevant banking market.
The BHC Act also prohibits the Board from approving a proposal that
would substantially
lessen
  
v. less·ened, less·en·ing, less·ens

v.tr.
1. To make less; reduce.

2. Archaic To make little of; belittle.

v.intr.
To become less; decrease.
 competition in any relevant banking market,
unless the anticompetitive effects of the proposal are clearly
outweighed in the public interest by the probable effect of the proposal
in meeting the convenience and needs of the community to be served. (8)

The subsidiary depository institutions of Hancock and Whitney
compete directly in nine banking markets, located in Alabama, Florida,
Mississippi, and Louisiana. 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 and the public comments on the
proposal. (9) In particular, the Board has considered the number of
competitors that would remain in the banking markets, the relative
shares of total deposits in depository institutions in the markets
(“market deposits”) controlled by Hancock’s insured
depository institutions and Whitney National Bank, (10) the
concentration levels of market deposits and the increase in those levels
as measured by the Herfindahl-Hirschman Index (”
HHI

HHI Heinrich Hertz Institut
HHI Hilton Head Island
HHI Household Income
HHI Hyundai Heavy Industries Co, Ltd
“) under
the Department of Justice
Merger Guidelines

 (”
DOJ

 Bank Merger
Guidelines”), (11) and other characteristics of the markets. In
addition, the Board has considered commitments made by Hancock to the
Board to reduce the potential that the proposal would have adverse
effects on competition by divesting eight Whitney branches, accounting
for a total of approximately $202 million in deposits, that operate in
two banking markets, one in Mississippi and one in Louisiana.

A. Banking Markets within Established
Guidelines

n.pl a set of standards, criteria, or specifications to be used or followed in the performance of certain tasks.
 

Consummation of the proposal would be consistent with Board
precedent and within the thresholds of the DOJ Bank Merger Guidelines in
six of the banking markets in which Hancock’s subsidiary depository
institutions and Whitney National Bank directly compete. (12) On
consummation of the proposal, one market would remain highly
concentrated, three markets would remain moderately concentrated, and
two would remain unconcentrated, as measured by the HHI. The change in
HHI in the one highly concentrated market would be small and consistent
with Board precedent and the thresholds in the DOJ Bank Merger
Guidelines. In each of the banking markets, numerous competitors would
remain.

B. Certain Banking Markets with Divestitures

After accounting for the branch divestitures, (13) consummation of
the acquisition would be consistent with Board precedent and the
thresholds in the DOJ Bank Merger Guidelines in the
Biloxi, Mississippi
) is a city in Harrison County, Mississippi, in the U.S..
,
and Washington Parish, Louisiana, banking markets. (14) Although both
markets would remain highly concentrated, the HHI would increase no more
than 112 points in the
Biloxi
 , city (1990 pop. 46,319), Harrison co., SE Miss., on a peninsula between Biloxi Bay and Mississippi Sound, on the Gulf of Mexico; inc. as a town 1838, as a city 1896.
 market and no more than 181 points in the
Washington Parish market. In addition, 14 other depository institutions
would operate in the Biloxi market and 4 other depository institutions
would operate in the Washington Parish market.

C.
Tangipahoa

 Banking Market

In the Tangipahoa banking market (“Tangipahoa Market”),
(15) Hancock operates the third largest depository institution,
controlling deposits of approximately $174 million, which represent
approximately 14 percent of market deposits. Whitney operates the fourth
largest depository institution in the market, controlling deposits of
approximately $108 million, which represent approximately 8 percent of
market deposits. On consummation of the merger the proposal, Hancock
would become the second largest depository institution in the market,
controlling deposits of approximately $282 million, which represent
approximately 22 percent of market deposits. The HHI would increase 228
points to 1842.

Several factors indicate that the increase in concentration in the
Tangipahoa Market, as measured by the HHI and Hancock’s market
share, overstates the potential competitive effects of the proposal in
the market. After consummation of the proposal, 14 other commercial bank
and
thrift
 see leadwort.
 competitors would remain in the market. The Board has also
considered the competitive influence of two active community credit
unions in the Tangipahoa Market. Both credit unions offer a wide range
of products, operate at least one street-level branch, and have broad
membership criteria that include most of the residents in Tangipahoa
Market. (16) The Board has concluded that the activities of such credit
unions exert competitive influence that mitigates, in part, the
potential effects of the proposal. (17)

D. Views of Other Agencies and Conclusion on Competitive
Considerations

The DOJ also has conducted a detailed review of the potential
competitive effects of the proposal and has advised the Board that, in
light of the proposed divestitures, consummation of the proposal would
not likely have a significantly adverse effect on competition in any
relevant banking market. (18) In addition, the appropriate banking
agencies have been afforded an opportunity to comment and have not
objected to the proposal.

Based on these and other facts of record, the Board has concluded
that consummation of the proposal would not have a significantly adverse
effect on competition or on the concentration of resources in any
relevant banking market. Accordingly, based on all the facts of record
and subject to completion of the proposed divestitures, the Board has
determined that competitive considerations are consistent with approval.

Financial, Managerial, and Future Prospects 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. (19) The Board has considered those factors in
light of all the facts of record, including confidential supervisory and
examination information from the relevant federal and state supervisors
of the organizations involved, publicly reported and other financial
information, information provided by Hancock, and public comments
received on the proposal. (20)

In evaluating financial factors in expansion proposals by banking
organizations, the Board reviews the financial condition of the
organizations involved on both a parent- only and consolidated basis, as
well as the financial condition of the subsidiary banks and significant
nonbanking operations. The Board also evaluates the financial condition
of the combined organization, including its capital position, asset
quality, and earnings prospects, and the impact of the proposed funding
of the transaction. In assessing financial factors, the Board
consistently has considered capital adequacy to be especially important.

The Board has carefully considered the financial factors of this
proposal. Hancock and its subsidiary depository institutions are well

capitalized

 and would remain so on consummation of the proposal. Whitney
and Whitney National Bank currently are well capitalized. The proposed
transaction is structured as a share exchange. Based on its review of
the record, the Board concludes that Hancock has sufficient financial
resources to effect the proposal.

The Board has also considered the managerial resources of the
applicant, including the proposed management of the organization. The
Board has reviewed the examination records of Hancock and its subsidiary
depository institutions, including assessments of their management,
risk-management systems, and operations. In addition, the Board has
considered its supervisory experiences and those of the other relevant
bank supervisory agencies with the organizations and their records of
compliance with applicable banking law, including anti-money-laundering
laws. Hancock and its subsidiary depository institutions are considered
to be well managed. The Board also has considered Hancock’s plans
of implementing the proposal, including the proposed management after
consummation of the proposal. In addition, the Board has considered the
future prospects of the organizations involved in the proposal in light
of financial and managerial resources and the proposed business plan.

Based on all the facts of record, the Board concludes that
consideration
relating to
 relate prep

 relate prep → ,  
 the financial and managerial resources and
future prospects of the proposal 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 take into account the
records of the relevant insured depository institutions under the

Community Reinvestment Act

 (”
CRA

“). (21) The CRA requires the
federal financial supervisory agencies to encourage insured depository
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 a relevant depository institution’s record of meeting
the credit needs of its entire community, including low and

moderate-income

adj.
Of or relating to people or households supported by an average or slightly below average income:  
 neighborhoods in evaluating
expansionary
  
adj.
Tending toward or causing expansion:  
 proposals. (22)

A. CRA Performance Evaluations

As provided in the CRA, the Board has considered the convenience
and needs factor in light of the evaluations by the appropriate federal
supervisor of the CRA performance records of Hancock’s 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. (23)

HBLA, HBAL, and Hancock Bank received “satisfactory”
ratings at their most recent CRA performance evaluations by the
FDIC

See Federal Deposit Insurance Corporation (FDIC).
, as
of January 4, 2010, March 30, 2009, and June 11, 2007, respectively.
Whitney National Bank received an “outstanding” rating at its
most recent CRA performance evaluation by the
Office of the Comptroller
of the Currency

, as of February 7, 2007. Hancock has represented that
after the acquisition, the combined organization will offer the same or
substantially similar products and services as are currently offered by
the respective organizations.

B.
HMDA

HMDA Hitchhiker Motorized Door Assembly
HMDA High Mobility DGM Assemblage
HMDA Home Mortgage Disclosure Act of 1974
 and Fair Lending Record

The Board has considered carefully all the facts of record,
including reports of examination of the CRA performance records of
Hancock’s subsidiary insured depository institutions and Whitney
National Bank, data reported by Hancock and Whitney under the Home
Mortgage Disclosure Act (“HMDA”), (24) other information
provided by Hancock, confidential supervisory information, and public
comment received on the proposal. A commenter alleged, based on 2009
HMDA data, that Hancock’s subsidiary depository institutions denied
the home mortgage loan applications by
African American
 Multiculture A person having origins in any of the black racial groups of Africa. See Race.
 and
Hispanic
 Multiculture A person of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish culture or origin, regardless of race Social medicine Any of 17 major Latino subcultures, concentrated in California, Texas, Chicago, Miam, NY, and elsewhere
 borrowers more frequently than those by nonminority applications in
certain metropolitan statistical areas (“MSAs”). (25)

Although the HMDA data might reflect certain disparities in the
rates of loan applications, originations, denial, or pricing among
members of different racial or ethnic groups in certain local areas,
they provide an insufficient basis by themselves on which to conclude
whether or not Hancock is excluding any racial or ethnic group on a

prohibited
  
tr.v. pro·hib·it·ed, pro·hib·it·ing, pro·hib·its
1. To forbid by authority:  See Synonyms at forbid.

2.
 basis. The Board recognizes that HMDA data alone, even with
the recent addition of pricing information, provide only limited
information about the covered loans. (26) HMDA data, therefore, have
limitations that make them an inadequate basis, absent other
information, for concluding that an institution has engaged in illegal
lending discrimination.

The Board is nevertheless concerned when HMDA data for an
institution indicate disparities in lending and believes that all
lending institutions are obligated to ensure that their lending
practices are based on criteria that ensure not only safe and sound
lending but also equal access to credit by
creditworthy
  
adj.
Having an acceptable credit rating.


credit·wor
 applicants
regardless of their race or
ethnicity
 Vox populi Racial status–ie, African American, Asian, Caucasian, Hispanic
. Moreover, the Board believes that
all bank holding companies and their affiliates must conduct their
mortgage lending operations without any
abusive

 lending practices and in
compliance with all
consumer protection laws
 n. almost all states and the federal government have enacted laws and set up agencies to protect the consumer (the retail purchasers of goods and services) from inferior, adulterated, hazardous and deceptively advertised products, and
.

Because of the limitations of HMDA data, the Board has considered
these data and taken into account other information, including
examination reports that provide on- site evaluations of compliance with
fair lending laws by Hancock’s subsidiary insured depository
institutions. The Board also has consulted with the FDIC, the primary
federal supervisor of Hancock’s subsidiary banks. In addition, the
Board has considered information provided by Hancock about its fair
lending policies, procedures, and practices.

The record of this application, including confidential supervisory
information, indicates that Hancock has taken steps to ensure compliance
with fair lending and other consumer protection laws and regulations.
Hancock also represents that its subsidiary banks have such compliance

policies and procedures

 in place. Specifically, Hancock’s
subsidiary banks maintain a fair lending compliance program that
includes
centralized
  
v. cen·tral·ized, cen·tral·iz·ing, cen·tral·iz·es

v.tr.
1. To draw into or toward a center; consolidate.

2.
 
underwriting

 of consumer credit and mortgage
applications to ensure consistency and minimize subjectivity in reaching
credit decisions. Moreover, all mortgage application denials and
exceptions to Hancock’s compliance policies and procedures are
subject to additional review. Hancock also provides annual fair lending
training for all its employees and has provided additional training for
its compliance and lending staff. Hancock regularly conducts internal
audits of its fair lending programs, including independent third-party
analysis of HMDA and CRA lending patterns. Hancock anticipates that the
fair lending program of the resulting bank will be a combination of the
fair lending compliance programs of Hancock’s subsidiary banks and
Whitney National Bank.

The Board also has considered the HMDA data in light of other
information, including the overall performance records of the subsidiary
banks of Hancock and Whitney National Bank under the CRA. These
established efforts and records of performance demonstrate that the
institutions are active in helping to meet the credit needs of their
entire communities.

C. Conclusion on Convenience and Needs and CRA Performance

The Board has considered carefully all the facts of record,
including reports of examination of the CRA records of the subsidiary
banks of Hancock, information provided by Hancock, public comments
received on the proposal, and confidential supervisory information,
including records of compliance with consumer laws and regulations. (27)
Hancock represented that it would be able to offer a broader array of
banking products and services to the customers served by Whitney
National Bank. In addition, consummation of the proposal would allow the
combined organization to continue to provide credit and other
financial
services

 in support of the convenience and needs of the communities
served by Whitney National Bank. Based on a review of the entire record,
the Board concludes that considerations relating to the convenience and
needs factor and the CRA performance records of the relevant insured
depository institutions are consistent with approval of the transaction.

Conclusion

Based on the foregoing, and in light of all the facts of record,
the Board has determined that the application should be, and hereby is,
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. (28) The Board’s
approval is specifically conditioned on compliance by the applicant with
the conditions in this order and all the commitments made to the Board
in connection with the proposal. (29) For purposes of this transaction,
these commitments and conditions are deemed to be conditions imposed in
writing by the Board in connection with its findings and decision and,
as such, may be enforced in proceedings under applicable law.

The proposal may not be
consummated
  
tr.v. con·sum·mat·ed, con·sum·mat·ing, con·sum·mates
1.
a. To bring to completion or fruition; conclude:

b.
 before the 15th calendar day
after the effective date of this order, or later than three months after
the effective date of this order, unless such period is extended for
good cause by the Board or by the
Federal Reserve Bank of Atlanta

,
acting pursuant to
delegated authority

.

By order of the Board of Governors, effective May 13, 2011.

Voting for this action: Chairman Bernanke, Vice Chair Yellen, and
Governors Duke, Tarullo, and Raskin.

Robert deV. Frierson

Deputy Secretary of the Board

Appendix A

Hancock and Whitney Banking Markets Consistent with Bard Precedent and
DOJ Banking Merger Guidelines without Divestitures

Bank                           Rank     Amount of       Market
                                         Deposits      Deposit
                                        (dollars)       Shares
                                                      (percent)

Mobile Area, Alabama--Mobile County and the towns of Bay Minette,
Daphne, Fairhope, Loxley, Point Clear, Robertsdale, Silverhill,
Spanish Fort, and Summerdale, all in Baldwin County.

Hancock Pre-Consummation        9       165.5 mil.        2.1
Whitney                         7       316.5 mil.        4.0
Hancock Post-Consummation       6       482.0 mil.        6.1

Fort Walton Beach Area, Florida--Okaloosa and Walton counties and
the western half of Holmes County, including the town of Ponce
de Leon.

Hancock Pre-Consummation        9       167.9 mil.        4.0
Whitney                        14       118.5 mil.        2.8
Hancock Post-Consummation       5       286.4 mil.        6.8

Pensacola Area, Florida--Escambia and Santa Rosa counties.

Hancock Pre-Consummation        7       275.0 mil.        5.1
Whitney                         8       223.1 mil.        4.1
Hancock Post-Consummation       4       498.1 mil.        9.2

Baton Rouge Area, Louisiana--Ascension, East Baton Rouge, Iberville,
Livingston, and West Baton Rouge Parishes; the northern half of
Assumption Parish, including the towns of Napoleonville, Pierre Part,
and Plattenville; and the town of Union in Saint James Parish.

Hancock Pre-Consummation        4         1.2 bil.        8.3
Whitney                         5       789.0 mil.        5.4
Hancock Post-Consummation       3         2.0 bil.       13.6

New Orleans Area, Louisiana--Jefferson, Orleans, Plaquemines, Saint
Bernard, Saint Charles, Saint John the Baptist, and Saint Tammany
Parishes; and Saint James Parish, excluding the town of Union.

Hancock Pre-Consummation       12       455.7 mil.        1.7
Whitney                         3         4.1 bil.       15.0
Hancock Post-Consummation       2         4.5 bil.       16.7

Lafayette Area, Louisiana---Acadia, excluding the town of Mermentau;
Lafayette, Saint Landry, and Vermilion Parish, excluding the town of
Gueydan; and the portion of Saint Martin Parish north of Iberia Parish.

Hancock Pre-Consummation       25        74.0 mil.        1.0
Whitney                         5       392.2 mil.        5.3
Hancock Post-Consummation       4       466.2 mil.        6.2

Hancock and Whitney Banking Markets Consistent with Bard Precedent and
DOJ Banking Merger Guidelines without Divestitures

Bank                          Resulting    Change in     Remaining
                                 HHI          HHI        Number of
                                                        Competitors

Mobile Area, Alabama--Mobile County and the towns of Bay Minette,
Daphne, Fairhope, Loxley, Point Clear, Robertsdale, Silverhill,
Spanish Fort, and Summerdale, all in Baldwin County.

Hancock Pre-Consummation         1612          17            24
Whitney
Hancock Post-Consummation

Fort Walton Beach Area, Florida--Okaloosa and Walton counties and
the western half of Holmes County, including the town of Ponce
de Leon.

Hancock Pre-Consummation         755           22            24
Whitney
Hancock Post-Consummation

Pensacola Area, Florida--Escambia and Santa Rosa counties.

Hancock Pre-Consummation         1199          42            18
Whitney
Hancock Post-Consummation

Baton Rouge Area, Louisiana--Ascension, East Baton Rouge, Iberville,
Livingston, and West Baton Rouge Parishes; the northern half of
Assumption Parish, including the towns of Napoleonville, Pierre Part,
and Plattenville; and the town of Union in Saint James Parish.

Hancock Pre-Consummation         2100          89            41
Whitney
Hancock Post-Consummation

New Orleans Area, Louisiana--Jefferson, Orleans, Plaquemines, Saint
Bernard, Saint Charles, Saint John the Baptist, and Saint Tammany
Parishes; and Saint James Parish, excluding the town of Union.

Hancock Pre-Consummation         1653          51            37
Whitney
Hancock Post-Consummation

Lafayette Area, Louisiana---Acadia, excluding the town of Mermentau;
Lafayette, Saint Landry, and Vermilion Parish, excluding the town of
Gueydan; and the portion of Saint Martin Parish north of Iberia Parish.

Hancock Pre-Consummation         786           10            41
Whitney
Hancock Post-Consummation

Note: Data are as of June 30, 2010. All amounts of deposits are
unweighted. All rankings, market deposit shares, and HHIs are based
on thrift institution deposits weighted at 50 percent.

Appendix B

Hancock and Whitney Banking Markets Consistent with Board Precedent
and DOJB Banking Merger

Bank                     Rank     Amount of      Market
                                  Deposits      Deposit
                                  (dollars)      Shares
                                               (percent)

Biloxi, Mississippi--Harrison and Hancock counties and the city of
Ocean Springs in Jackson County.

Pre-Divestiture

Hancock Pre-
  Consummation             1      1.7 bil.         46
Whitney                    6      155 mil.        4.1
Hancock Post-
  Consummation             1      1.9 bil.        50.2
Post-Divestiture

Hancock Post-
  Consummation             1      1.7 bil.         46

Branches Divested          6      155 mil.        4.1
                                 (All Whitney
                                  Branches)

Washington Parish, Louisiana--Washington Parish.

Pre-Divestiture

Hancock Pre-
  Consummation             1     149.1 mil.       29.2
Whitney                    4      69.8 mil.       13.7
Hancock Post-
  Consummation             1     218.9 mil.       42.8
Post-Divestiture
Hancock Post-
  Consummation             1     172.2 mil.       33.7
Branch Divested to
  Out-of- Market
  Purchaser *              5      46.7 mil.       9.1
                                 (1 branch)

Hancock and Whitney Banking Markets Consistent with Board Precedent
and DOJB Banking Merger

Bank                       Resulting         Change in       Remaining
                              HHI               HHI          Number of
                                                            Competitors

Biloxi, Mississippi--Harrison and Hancock counties and the city of
Ocean Springs in Jackson County.

Pre-Divestiture

Hancock Pre-
  Consummation                2973              383             14
Whitney
Hancock Post-
  Consummation
Post-Divestiture

Hancock Post-
  Consummation                2703        [less than or         14
                          (if sold to     equal to] 112
                           in-market        (if sold to
                         purchaser(s))       in-market
                            or 2591        purchaser(s))
                                               or 0

Branches Divested         (if sold to       (if sold to
                         out-of-market     out-of-market
                         purchaser(s))     purchaser(s))

Washington Parish, Louisiana--Washington Parish.

Pre-Divestiture

Hancock Pre-
  Consummation                2885              797              4
Whitney
Hancock Post-
  Consummation
Post-Divestiture
Hancock Post-
  Consummation                2269              181              4
Branch Divested to
  Out-of- Market
  Purchaser *

Note: Data are as of June 30, 2010. All amounts of deposits are
unweighted. All rankings, market deposit shares, and HHIs are based
on thrift institution deposits weighted at 50 percent.

* Hancock has committed to divest the branch to an out-of-market
purchaser.

Concurring
  
intr.v. con·curred, con·cur·ring, con·curs
1. To be of the same opinion; agree:  See Synonyms at assent.

2.
 Statement by Governor Tarullo

I approve the application as presented based on information
received by the Board indicating that the institution that proposes to
purchase the branches to be divested in the Biloxi area is competitively
suitable.

Order Approving Acquisition of Interests in a Bank Holding Company
and Certain Nonbanking Subsidiaries

Mitsubishi UFJ Financial Group

, Inc.

Tokyo, Japan

Mitsubishi UFJ Financial Group, Inc. (“MUFG”), a foreign
banking organization that is a financial holding company for purposes of
the Bank Holding Company Act (“BHC Act”), has requested the
Board’s approval under section 3 of the BHC Act (1a) to acquire up
to 24.9 percent of the
voting shares

 of
Morgan Stanley

,
New York
 Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
, New
York, and thereby indirectly acquire an interest in
Morgan
 American family of financiers and philanthropists.

Junius Spencer Morgan, 1813–90, b. West Springfield, Mass., prospered at investment banking.
 Stanley’s subsidiary banks, Morgan Stanley Bank, National
Association (“MS Bank”),
Salt Lake City, Utah

; and Morgan
Stanley Private Bank, National Association (”
MSPB

“),
Purchase,
New York

. In addition, MUFG has requested the Board’s approval to
acquire interests in the nonbanking operations of Morgan Stanley that
are engaged in activities described in section 4(k) of the BHC Act. (2a)

Notice of the proposal, affording interested persons an opportunity
to submit comments, has been published (76 Federal Register 17,418
(2011)). 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 section 3 of the BHC Act.

MUFG, with total consolidated assets of approximately $2.5
trillion

 as of March 31, 2011, is the largest banking organization in Japan. MUFG
owns the Bank of Tokyo-Mitsubishi
UFJ

UFJ Upper Flex Joint
, Ltd. (”
BTMU

“) and

Mitsubishi UFJ Trust and Banking Corporation
 
 (”
MUTB

“), both of
Tokyo. BTMU operates branches, agencies, and representative offices in
several states. (3a) It also controls Bank of Tokyo-Mitsubishi UFJ Trust
Company (“BTMUT”), New York, New York, and UnionBanCal
Corporation and its subsidiary bank, Union Bank, N.A. (“Union
Bank”), both of
San Francisco
 , city (1990 pop. 723,959), coextensive with San Francisco co., W Calif., on the tip of a peninsula between the Pacific Ocean and San Francisco Bay, which are connected by the strait known as the Golden
. MUTB operates a branch and controls
Mitsubishi UFJ Trust & Banking Corporation (U.S.A.) (“MUTB
USA”), both of New York, New York. MUFG controls deposits of
approximately $60 billion, which represent less than 1 percent of the
total amount of deposits of insured depository institutions in the
United States. (4a)

Morgan Stanley, with total consolidated assets of approximately
$836 billion, engages in investment banking, securities underwriting and
dealing, asset management, trading, and other activities in the United
States and abroad. (5a) Morgan Stanley controls MS Bank, which operates
one branch in Utah, with total assets of approximately $68.6 billion and
deposits of approximately $56.7 billion. In addition, Morgan Stanley
controls MSPB, with total assets of approximately $7.4 billion and
deposits of approximately $6.4 billion. (6a)

In 2008, the Board approved MUFG’s acquisition of up to 24.9
percent of the voting shares of Morgan Stanley. (7a) MUFG consummated
its initial investment in Morgan Stanley in 2008 by purchasing two
different series of
preferred stock

, one of which is convertible into
common stock. Subsequently, MUFG acquired additional common stock. MUFG
is currently deemed to own 19.23 percent of Morgan Stanley’s voting
shares. (8a) MUFG now intends to convert all of its outstanding

convertible preferred stock

 in Morgan Stanley to common shares, after
which MUFG would own approximately 22.4 percent of Morgan Stanley’s
voting shares. In addition, MUFG is seeking authority to acquire, from
time to time, additional shares of Morgan Stanley pursuant to an
investor agreement in order to maintain a specific level of ownership in
Morgan Stanley. (9a)

Noncontrolling Investment

MUFG has stated that it does not propose to control or exercise a
controlling influence over Morgan Stanley and that its investment in
Morgan Stanley will continue to be a passive investment. (10a) MUFG has
agreed to continue
to abide by

 certain commitments it provided in 2008,
(11a) which are similar to those previously relied on by the Board in
determining that an investing company would not be able to exercise a
controlling influence over another bank holding company for purposes of
the BHC Act. For example, MUFG committed not to exercise or attempt to
exercise a controlling influence over the management or policies of
Morgan Stanley or any of its subsidiaries. The commitments also included
certain restrictions on the business relationships of MUFG with Morgan
Stanley.

In connection with the Board’s decision in 2008, MUFG
committed to have no more than one representative serve on the board of
directors of Morgan Stanley or its subsidiaries. After the proposed
conversion of convertible
preferred shares

 to common shares, MUFG would
have two representatives serving on the board of directors of Morgan
Stanley. The Board considered carefully the potential for the proposed
change in MUFG’s voting power on Morgan Stanley’s board to
create the ability of MUFG to exercise a controlling influence over
Morgan Stanley for purposes of the BHC Act. In reaching its
determination that the increased voting power would not have such an
effect, the Board considered the size, composition, and expertise of the
members of the Morgan Stanley board of directors and the fact that a
majority of the members of the board would continue to be independent of
management, MUFG, and other investors. The Board also considered that
MUFG representatives would represent less than 15 percent of the total
membership of the board and that neither MUFG representative would be
able to second a motion offered by the other MUFG representative. In
addition, an MUFG representative would be able to cast only one vote on
any committee or
subcommittee
  
n.
A subordinate committee composed of members appointed from a main committee.


Noun
 of the board. The Board also relied on
certain commitments made by MUFG with respect to, among other things,
maintaining the level of its voting investment in Morgan Stanley and
using reasonable best efforts to assist Morgan Stanley should Morgan
Stanley decide to seek additional funding from other sources. (12a)

Based on these facts and commitments, the Board has determined that
it would not at this time initiate a control proceeding in this case
based on the structure of the proposed investment. The Board notes that
the BHC Act would require MUFG to file an application and receive the
Board’s approval before MUFG may directly or indirectly acquire
additional shares of Morgan Stanley above the proposed investment level
or attempt to exercise a controlling influence over Morgan Stanley or
any of its subsidiaries. (13a)

Competitive Considerations

The Board has considered carefully the competitive effects of the
proposal in light of all the facts of record. Section 3 of the BHC Act
prohibits the Board from approving a proposal that would result in a
monopoly or would be in furtherance of any attempt to monopolize the
business of banking in any relevant banking market. The BHC Act also
prohibits the Board from approving a proposal that would substantially
lessen competition in any relevant banking market, unless the
anticompetitive effects of the proposal are clearly outweighed in the
public interest by the probable effect of the proposal in meeting the
convenience and needs of the community to be served. (14a)

The Board previously has stated that one company need not acquire
control of another company to lessen competition between them
substantially. (15a) The Board has found that noncontrolling interests
in directly competing depository institutions may raise serious
questions under the BHC Act and has stated that the specific facts of
each case will determine whether the minority investment in a company
would be anticompetitive. (16a) Because the subsidiary insured
depository institutions of MUFG and Morgan Stanley compete directly in
the metropolitan New York-New Jersey-Pennsylvania-Connecticut
(“Metro New York”) banking market, (17a) the Board reviewed
carefully the competitive effects of the proposal in the Metro New York
banking market in connection with the approval granted MUFG in 2008. In
particular, the Board considered the number of competitors that would
remain in the banking market, the relative shares of total deposits in
depository institutions in the market (“market deposits”)
controlled by MUFG and Morgan Stanley, and the concentration level of
market deposits and the increase in the level as measured by the
Herfindahl-Hirschman Index (“HHI”) under the Department of
Justice Merger Guidelines (“DOJ Guidelines”).

In connection with the current application, the Board has again
considered the facts related to the relevant banking markets and has
determined that consummation of this proposal is consistent with Board
precedent (18a) and within the thresholds of the DOJ Guidelines in the
Metro New York banking market. (19a) On consummation, the Metro New York
banking market would remain moderately concentrated, and numerous
competitors would remain in the market. (20a)

The DOJ also has reviewed the proposal and has advised the Board
that it does not believe that MUFG’s ownership interest in Morgan
Stanley is likely to have a significant adverse effect on competition in
any relevant banking or other market. In addition, the appropriate
banking agencies have been afforded an opportunity to comment and have
not objected to the proposal.

Based on all the facts of record, the Board has concluded that
consummation of the proposal would not have a significantly adverse
effect on competition or on the concentration of resources in any
relevant banking market and that competitive considerations are
consistent with approval. (21a)

Financial, Managerial, and Other 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 considered these factors in light of
all the facts of record, including supervisory and examination
information from various U.S. banking supervisors of the institutions
involved, publicly reported and other financial information, and
information provided by MUFG. In addition, the Board has consulted with
the Japanese
Financial Services Agency

 (”
FSA

FSA Farm Service Agency
FSA Financial Services Agency  
“), the agency
with primary responsibility for the supervision and regulation of
Japanese banking organizations, including MUFG.

In evaluating financial factors in expansion proposals by banking
organizations, the Board reviews the financial condition of the
organizations involved on both a parent- only and consolidated basis, as
well as the financial condition of the subsidiary banks and significant
nonbanking operations. The Board also evaluates the financial condition
of the
pro forma

 organization, including its capital position, asset
quality, and earnings prospects, and the impact of the proposed funding
of the transactions. In assessing financial factors, the Board
consistently has considered capital adequacy to be especially important.

The Board has carefully considered the financial factors of the
proposal. The capital levels of MUFG exceed the minimum levels that
would be required under the Basel Capital Accord and are considered to
be equivalent to the capital levels that would be required of a U.S.
banking organization. In addition, the subsidiary depository
institutions involved in the proposal are well capitalized and would
remain so on consummation. Based on its review of the record, the Board
finds that MUFG has sufficient financial resources to effect the
proposal.

The Board also has considered the managerial resources of the
organizations involved. The Board has reviewed the examination records
of MUFG and its subsidiary depository institutions, including
assessments of their management, risk-management systems, and
operations. In addition, the Board has considered its supervisory
experiences and those of other relevant banking supervisory agencies
with the organizations and their records of compliance with applicable
banking law, including anti-money-laundering laws. Based on all the
facts of record, the Board has concluded that considerations relating to
the managerial resources and future prospects of the organizations
involved are consistent with approval. (22a)

Section 3 of the BHC Act also provides that the Board may not
approve an application involving a foreign bank unless the bank is
subject to comprehensive supervision or regulation on a consolidated
basis by the appropriate authorities in the bank’s home country.
(23a) The FSA is the primary supervisor of Japanese banking
organizations. The Board previously has determined that BTMU and MUTB
are subject to comprehensive supervision on a consolidated basis by
their home-country supervisor. (24a) In that determination, the Board
took into account the FSA’s supervisory authority with respect to
MUFG (operating at the time as Mitsubishi Tokyo Financial Group, Inc.)
and its nonbanking subsidiaries. (25a) Based on this finding and all the
facts of record, the Board has concluded that BTMU and MUTB continue to
be subject to comprehensive supervision on a consolidated basis by their
home-country supervisor. As noted, the FSA is the primary supervisor of
Japanese banking organizations, including holding companies such as
MUFG. (26a) The FSA may conduct inspections of MUFG and its subsidiaries
and require MUFG to submit reports about its operations on a
consolidated basis. The FSA also may review transactions between MUFG
and its subsidiaries and has authority to require MUFG
to take measures

 necessary to ensure the safety and soundness of the MUFG organization.
Based on all the facts of record, the Board has determined that MUFG is
subject to comprehensive supervision on a consolidated basis by its
appropriate home-country authorities for purposes of this application.
(27a)

Based on all the facts of record, the Board has concluded that
considerations relating to the financial and managerial resources and
future prospects of the organizations involved 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
must consider the effects of the proposal on the convenience and needs
of the communities to be served and take into account the records of the
relevant depository institutions under the Community Reinvestment Act
(“CRA”). (28a) The CRA requires the federal financial
supervisory agencies to encourage insured depository 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 a relevant depository institution’s record of meeting the
credit needs of its entire community, including low- and moderate-income
neighborhoods, in evaluating bank expansionary proposals. (29a)

The Board has carefully considered the convenience and needs factor
and the CRA performance records of the relevant insured depository
institutions. MUFG’s subsidiary banks each received
“outstanding” or “satisfactory” ratings, (30a) and
MS Bank received an “outstanding” rating at its most recent
CRA performance evaluation by the OCC, as of January 25, 2010. (31a) In
addition, consummation of the proposal would strengthen the financial
resources of Morgan Stanley by converting preferred stock to voting
common shares and better enable its depository institution subsidiaries
to provide services to and to assist in meeting the credit needs of
their communities.

Based on all the facts of record, the Board has concluded that
considerations relating to convenience and needs of the communities to
be served and the CRA performance records of the relevant depository
institutions are consistent with approval of the proposal.

Nonbanking Activities

Morgan Stanley engages in nonbanking activities that are financial
in nature as described in section 4(k)(4) of the BHC Act. (32a) Section
4(k)(6) of the BHC Act generally permits financial holding companies
such as MUFG to acquire shares of companies that conduct activities that
are financial in nature without prior Board approval. (33a) Section
163(b) of the Dodd-Frank Act, however, contains an exception to this
rule that requires prior Board approval of an acquisition by a bank
holding company with assets of $50 billion or more of shares of any
company with assets of at least $10 billion that is engaged in
activities described in section 4(k) of the BHC Act. MUFG and Morgan
Stanley exceed those asset thresholds and, accordingly, the proposal
requires the Board’s prior approval.

In reviewing a notice under section 163(b) of the Dodd-Frank Act,
the Board is required to consider the standards listed in section
4(j)(2) of the BHC Act. (34a) Accordingly, the Board has considered
carefully whether the proposed acquisition “can reasonably be
expected to produce benefits to the public, such as greater convenience,
increased competition, or gains in efficiency, that
outweigh
  
tr.v. out·weighed, out·weigh·ing, out·weighs
1. To weigh more than.

2. To be more significant than; exceed in value or importance:
 possible
adverse effects, such as undue concentration of resources, decreased or
unfair competition, conflicts of interests, or
unsound

 banking
practices.” (35a) In addition, the Board has considered the extent
to which the proposed acquisition “would result in greater or more
concentrated risks to global or United States financial stability or the
United States economy.” (36a)

As part of its review of the factors enumerated in section 4(j)(2)
of the BHC Act, the Board has considered carefully the financial and
managerial resources of the companies involved, the effect of the
proposal on competition in the relevant markets, and the public benefits
of the proposal. As previously noted, the Board has concluded, based on
its review of the record, that considerations relating to the financial
and managerial resources of the organizations involved in the proposal
are consistent with approval.

In addition, the Board carefully considered the competitive effects
of MUFG’s proposed acquisition of additional voting shares of
Morgan Stanley. In the United States, MUFG’s operations consist
primarily of commercial banking through its retail banking subsidiary in

California
 , most populous state in the United States, located in the Far West; bordered by Oregon (N), Nevada and, across the Colorado River, Arizona (E), Mexico (S), and the Pacific Ocean (W).
. Morgan Stanley does not engage in retail banking to any
significant extent. Moreover, Morgan Stanley engages extensively in
nonbank financial activities. MUFG has a limited presence in such
activities in the United States. As a result, even if MUFG were to be
considered to control Morgan Stanley, a combination of the two firms
would be unlikely to raise competitive issues. The proposed marginal
increase in the percentage of Morgan Stanley’s shares that would be
held by MUFG would have no significant competitive effects in any
relevant market. As a result, the Board expects that consummation of the
proposal would have a
de minimis

 effect on competition for these
services.

The Board also has reviewed carefully the public benefits and
possible adverse effects of the proposal. The record indicates that
consummation of the proposal would strengthen Morgan Stanley’s
capital position and allow Morgan Stanley to better serve its customers.
For the reasons discussed above, and based on all the facts of record,
the Board has determined that consummation of the proposal is not likely
to result in significant adverse effects, such as undue concentration of
resources, decreased or unfair competition, conflicts of interests, or
unsound banking practices, and that consummation of the proposal can
reasonably be expected to produce public benefits that would outweigh
any likely adverse effects. Accordingly, the Board has determined that
the balance of public benefits is consistent with approval.

As required by section 163(b) of the Dodd-Frank Act, the Board also
has considered the extent to which the proposed acquisition would result
in greater or more concentrated risks to global or United States
financial stability or to the United States economy. In its review under
this factor, the Board has considered whether the proposal would result
in a material increase in risks to financial stability, due to an
increase in the size of the acquirer or in the extent of the
interconnectedness of the financial system, or in a reduction in the
availability of substitute providers of critical financial products or
services. As discussed above, MUFG has stated that it does not propose
to control or exercise a controlling influence over Morgan Stanley and
would need Board approval before acquiring control or exercising a
controlling influence. Consummation of this proposal would not result in
a significant decrease in the availability of substitute providers of
critical financial services or a significant increase in the size of
MUFG because MUFG will not control Morgan Stanley. For the same reason,
and because the increase in MUFG’s and Morgan Stanley’s
economic exposure to each other would be relatively small, this proposal
will not result in a significant increase in the interconnectedness of
the financial system. As a result, the Board has concluded that the
change in the risk to global or United States financial stability or to
the United States economy associated with this transaction would be

inconsequential
  
adj.
1. Lacking importance.

2. Not following from premises or evidence; illogical.

n.
A triviality.
. Based on all the facts or record, the Board concludes
that the considerations under this factor are consistent with approval.

Conclusion

Based on the foregoing and all the facts of record, the Board has
determined that the proposal should be, and hereby is, 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. (37a) The Board’s approval
is specifically conditioned on compliance by MUFG with all the
commitments made to and relied on by the Board in connection with the
application. (38a) For purposes of this action, the conditions and
commitments are deemed to be conditions imposed in writing by the Board
in connection with its findings and decision herein and, as such, may be
enforced in proceedings under applicable law.

The proposal may not be consummated before the 15th calendar day
after the effective date of this order. The conversion transaction must
be consummated no later than three months after the effective date of
this order, unless such period is extended for good cause by the Board
or the
Federal Reserve Bank of San Francisco

 (“Reserve Bank”),
acting pursuant to delegated authority. Subject to the conversion
transaction being consummated within that three-month period, MUFG may
acquire additional shares up to 24.9 percent of the voting shares of
Morgan Stanley within one year after the effective date of this order,
such period subject to extension for good cause by the Board or the
Reserve Bank, acting pursuant to delegated authority. (39a)

By order of the Board of Governors, effective June 14, 2011.

Voting for this action: Chairman Bernanke, Vice Chair Yellen, and
Governors Duke, Tarullo, and Raskin.

Robert deV. Frierson

Deputy Secretary of the Board

United Bankshares, Inc.

Charleston, West Virginia

 

Order Approving the Acquisition of a Bank Holding Company

United Bankshares, Inc. (“United”) and its wholly owned
subsidiary, UBC Holding Company, Inc. (“UBC”), both of
Charleston, have requested the Board’s approval under section 3 of
the Bank Holding Company Act (“BHC Act”) (1b) to acquire
Centra Financial Holdings, Inc. (“Centra”) and its subsidiary
bank, Centra Bank, Inc. (“Centra Bank”), both of Morgantown,
and all of
West Virginia
 E central state of the United States. It is bordered by Pennsylvania and Maryland (N), Virginia (E and S), and Kentucky and, across the Ohio R., Ohio (W).
Facts and Figures

Area, 24,181 sq mi (62,629 sq km). Pop.
. (2b)

Notice of the proposal, affording interested persons an opportunity
to submit comments, has been published (76 Federal Register 20350
(2011)). The time for filing comments has expired, and the Board has
considered the application and all comments received in light of the
factors set forth in section 3 of the BHC Act.

United, with total consolidated assets of approximately $7.2
billion, is the 92nd largest insured depository organization in the
United States, controlling $5.7 billion in deposits. (3b) United
controls two subsidiary banks, United Bank, Inc. (“UB-WV”),
Parkersburg, West Virginia, and United Bank (“UB-VA”),

Fairfax, Virginia

, that operate in West Virginia,
Maryland
 , one of the Middle Atlantic states of the United States. It is bounded by Delaware and the Atlantic Ocean (E), the District of Columbia (S), Virginia and West Virginia (S, W), and Pennsylvania (N).
, Ohio,

Virginia
 state of the south-central United States. It is bordered by the Atlantic Ocean (E), North Carolina and Tennessee (S), Kentucky and West Virginia (W), and Maryland and the District of Columbia (N and NE).
, and the
District of Columbia
 federal district (2000 pop. 572,059, a 5.7% decrease in population since the 1990 census), 69 sq mi (179 sq km), on the east bank of the Potomac River, coextensive with the city of Washington, D.C. (the capital of the United States).
. (4b) United is the 2nd largest
depository organization in West Virginia, controlling deposits of
approximately $2.9 billion, which represent 10.1 percent of the total
amount of deposits of insured depository institutions in the state.
United is the 19th largest depository organization in Maryland,
controlling deposits of approximately $479.2 million, which represent
less than 1 percent of the total amount of deposits of insured
depository institutions in the state.

Centra, with total consolidated assets of $1.3 billion, controls
Centra Bank, which operates in West Virginia, Maryland, and

Pennsylvania
 , one of the Middle Atlantic states of the United States. It is bordered by New Jersey, across the Delaware River (E), Delaware (SE), Maryland (S), West Virginia (SW), Ohio (W), and Lake Erie and New York
. Centra Bank is the 9th largest insured depository
institution in West Virginia, the 71st largest insured depository
institution in Maryland, and the 99th largest insured depository
institution in Pennsylvania, controlling deposits of $718.5 million,
$116.4 million, and $341.0 million, respectively.

On consummation of the proposal, United would become the 81st
largest depository organization in the United States, with total
consolidated assets of approximately $8.6 billion. United would control
deposits of approximately $6.8 billion, which represent less than 1
percent of the total amount of deposits of insured depository
institutions in the United States. In West Virginia, United would remain
the 2nd largest depository organization, controlling deposits of
approximately $3.6 billion (approximately 12.6 percent of deposits of
insured depository institutions in the state); in Maryland, it would
remain the 19th largest depository organization, controlling deposits of
approximately $595.6 million (less than 1 percent of deposits of insured
depository institutions in the state); and in Pennsylvania, it would
become the 99th largest depository organization, controlling deposits of
approximately $341.0 million (less than 1 percent of deposits of insured
depository institutions in the state).

Interstate Analysis

Section 3(d) of the BHC Act allows the Board to approve an
application by a bank holding company to acquire control of a bank
located in a state other than the bank holding company’s home state
if certain conditions are met. For purposes of the BHC Act, the home
state of United is West Virginia, (5b) and Centra is located in West
Virginia, Maryland, and Pennsylvania. (6b) Based on a review of all the
facts of record, including relevant state statutes, the Board finds that
the conditions for an interstate acquisition enumerated in section 3(d)
of the BHC Act are met in this case. (7b)

Competitive Considerations

Section 3 of the BHC Act prohibits the Board from approving a
proposal that would result in a monopoly. The BHC Act also prohibits the
Board from approving a proposed bank acquisition that would
substantially lessen competition in any relevant banking market unless
the anticompetitive effects of the proposal are clearly outweighed in
the public interest by the probable effect of the proposal in meeting
the convenience and needs of the community to be served. (8b)

United and Centra have subsidiary depository institutions that
compete directly in two West Virginia banking markets: the Martinsburg
and the Morgantown banking markets. The Board has reviewed carefully the
competitive effects of the proposal in 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 banking markets, the
relative shares of total deposits in depository institutions in the
markets (“market deposits”) controlled by United and Centra,
(9b) the concentration levels of market deposits and the increase in
those levels as measured by the Herfindahl-Hirschman Index
(“HHI”) under the Department of Justice Merger Guidelines
(“DOJ Guidelines”), (10b) and other characteristics of the
markets.

A. Banking Market within Established Guidelines

Consummation of the proposal would be consistent with Board
precedent and within the DOJ Guidelines in the Martinsburg banking
market. (11b) On consummation of the proposal, the market would remain
moderately concentrated, as measured by the HHI. The change in the HHI
in the market would be consistent with Board precedent and the
thresholds in the DOJ Guidelines, and a number of competitors would
remain. (12b)

B. Banking Market Warranting Special Scrutiny

The structural effects that consummation of the proposal would have
on the Morgantown banking market (13b) warrant a detailed review because
the concentration level on consummation would exceed the threshold
levels in the DOJ Guidelines. UBWV is the sixth largest insured
depository institution in the Morgantown banking market, controlling
deposits of approximately $184.3 million, which represent approximately
8.1 percent of the market deposits. Centra Bank is the largest
depository institution in the market, controlling deposits of
approximately $535.4 million, which represent approximately 23.6 percent
of market deposits. On consummation, the HHI in this market would
increase 383 points, from 1719 to 2102, and the pro forma market share
of the combined entity would be approximately 31.7 percent.

The Board has considered carefully whether other factors either

mitigate

v.
To moderate in force or intensity.


miti·gation n.
 the competitive effects of the proposal or indicate that the
proposal would have a significantly adverse effect on competition in the
Morgantown banking market. (14b) Several factors indicate that the
increase in concentration in the Morgantown banking market, as measured
by the HHI and market share, overstates the potential competitive
effects of the proposal in the market. After consummation of the
proposal, eight other commercial bank competitors would remain, some
with a significant presence in the market. The second largest bank
competitor in the market would control 22 percent of market deposits,
and three other bank competitors in the market each would control
between 9 percent and 17 percent of market deposits.

In addition, the Board has evaluated the competitive influence of
two active community credit unions in the Morgantown banking market: The
United Federal Credit Union (“United Credit Union”),
Morgantown, and Fairmont Federal Credit Union (“Fairmont Credit
Union”), Fairmont. Both credit unions offer a wide range of
products, operate at least one street-level branch, and have broad
membership criteria that include most of the residents in the Morgantown
banking market. (15b) Moreover, Fairmont Credit Union is a significant
source of commercial loans, (16b) and competition from that credit union
closely approximates competition from a commercial bank. Accordingly,
the Board has concluded that deposits controlled by this institution
should be weighted at 100 percent in marketshare calculations. (17b) The
Board has also concluded that the activities of such credit unions exert
a competitive influence that mitigates, in part, the potential effects
of the proposal. (18b)

In addition, the record of recent entry into the Morgantown banking
market indicates the market’s attractiveness for entry. The Board
notes that five depository institutions have entered the market
de novo

 since 2000. Other factors indicate that the market remains attractive
for entry. From 2003 to 2008, the Morgantown banking market’s
population grew twice as fast as other metropolitan areas in West
Virginia, and the market’s
annualized

Of or relating to a variable that has been mathematically converted to a yearly rate. Inflation and interest rates are generally annualized since it is on this basis that these two variables are ordinarily stated and compared.
 rates of deposit growth and
income growth exceeded the averages for other urban areas in West
Virginia and the averages for all metropolitan areas in the United
States.

C. View of Other Agencies and Conclusion on Competitive
Considerations

The DOJ also has conducted a detailed review of the potential
competitive effects of the proposal and has advised the Board that
consummation would not likely have a significantly adverse effect on
competition in any relevant banking market. In addition, the appropriate
banking agency has been afforded an opportunity to comment and has not
objected to the proposal.

Based on these and other facts of record, the Board has concluded
that consummation of the proposal would not have a significantly adverse
effect on competition or on the concentration of resources in any
relevant banking market. Accordingly, based on all the facts of record,
the Board has determined that competitive considerations are consistent
with approval.

Financial, Managerial, and Other 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 banks involved in the proposal and certain other supervisory
factors. (19b) The Board has carefully considered these factors in light
of all the facts of record, including supervisory and examination
information received from the relevant federal and state supervisors of
the organizations involved in the proposal, and other available
financial information, including information provided by United.

In evaluating financial factors in expansion proposals by banking
organizations, the Board reviews the financial condition of the
organizations involved on both a parent- only and consolidated basis, as
well as the financial condition of the subsidiary depository
institutions and the organizations’ significant nonbanking
operations. In this evaluation, the Board considers a variety of
information, including capital adequacy, asset quality, and earnings
performance. In assessing financial factors, the Board consistently has
considered capital adequacy to be especially important. The Board also
evaluates the financial condition of the combined organization at
consummation, including its capital position, asset quality, and
earnings prospects, and the impact of the proposed funding of the
transaction.

The Board has considered carefully the proposal under the financial
factors. United, Centra, and their subsidiary depository institutions
are well capitalized and would remain so on consummation of the
proposal. The proposed transaction is structured as a share exchange.
Based on its review of the record, the Board also finds that United has
sufficient financial resources to effect the proposal.

The Board also has considered the managerial resources of the
organizations involved and of the proposed combined organization. The
Board has reviewed the examination records of United, Centra, and their
subsidiary depository institutions, including assessments of their
management, risk-management systems, and operations. In addition, the
Board has considered its supervisory experiences and those of the other
relevant bank supervisory agencies with the organizations and their
records of compliance with applicable banking law, including
anti-money-laundering laws. United and its subsidiary depository
institutions are considered to be well managed. The Board also has
considered United’s plans for implementing the proposal, including
the proposed management after consummation of the proposal. In addition,
the Board has considered the future prospects of the organizations
involved in the proposal in light of the financial and managerial
resources and the proposed business plan.

Based on all the facts of record, the Board concludes that
consideration relating to the financial and managerial resources and
future prospects of the organizations involved in the proposal are
consistent with approval, as are the other supervisory factors under the
BHC Act.

Convenience and Needs and CRA Performance Considerations

In acting on a proposal under section 3 of the BHC Act, the Board
must consider the effects of the proposal on the convenience and needs
of the communities to be served and take into account the records of the
relevant depository institutions under the Community Reinvestment Act
(“CRA”). (20b) The Board has carefully considered the
convenience and needs factor and the CRA performance records of UB-WV,
UB-VA, and Centra Bank in light of all the facts of record. As provided
in the CRA, the Board evaluates the record of performance of an
institution in light of examinations by the appropriate federal
supervisors of the CRA performance records of the relevant institutions.
(21b) UBWV, UB-VA, and Centra Bank received “satisfactory”
ratings at their most recent examinations for CRA performance by the

Federal Reserve Bank of Richmond

 (UB-WV and UB-VA) and the
Federal
Deposit Insurance Corporation

 (FDIC), an independent U.S. federal executive agency designed to promote public confidence in banks and to provide insurance coverage for bank deposits up to $100,000.
 (Centra Bank), as of February 2, 2009,
February 2, 2009, and July 16, 2008, respectively. Based on a review of
the entire record, the Board has concluded that considerations relating
to convenience and needs considerations and the CRA performance records
of UB-WV, UB-VA, and Centra Bank are consistent with approval of the
proposal.

Conclusion

Based on the foregoing and all the facts of record, the Board has
determined that the application under section 3 of the BHC Act should
be, and hereby is, 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. The Board’s approval is
specifically conditioned on compliance by United with all the conditions
imposed in this order and all the commitments made to the Board in
connection with the application and on receipt of all other required
regulatory approvals for the proposal. These conditions and commitments
are deemed to be conditions imposed in writing by the Board in
connection with its findings and decision and, as such, may be enforced
in proceedings under applicable law.

The proposal may not be consummated before the 15th calendar day
after the effective date of this order, or later than three months after
the effective date of this order, unless such period is extended for
good cause by the Board or the Federal Reserve Bank of Richmond, acting
pursuant to delegated authority.

By order of the Board of Governors, effective June 20, 2011.

Voting for this action: Chairman Bernanke, Vice Chair Yellen, and
Governors Duke, Tarullo, and Raskin.

Robert deV. Frierson

Deputy Secretary of the Board

(1) 12U.S.C. [section] 1842.

(2) Hancock is a financial holding company within the meaning of
the BHC Act. On April 29, 2011, the Federal Deposit Insurance
Corporation (“FDIC”) approved applications filed by Hancock
under the Bank Merger Act (12 U.S.C. [section] 1828(c)) to merge Whitney
National Bank and Hancock’s subsidiary bank, Hancock Bank of
Alabama (“HBAL”), Mobile, Alabama, into another subsidiary
bank of Hancock, Hancock Bank
of Louisiana

 (“HBLA”),
Baton
Rouge, Louisiana

 in English, and
. That same day, the FDIC also approved an application
filed by Hancock under the Bank Merger Act to sell and transfer to
Hancock Bank, Gulfport, the Florida and Alabama branches of HBLA
acquired in the merger of Whitney National Bank, HBAL, and HBLA.

(3) HBLA operates in Louisiana; HBAL operates in Alabama; and
Hancock Bank operates in Florida and Mississippi.

(4) For purposes of this order, insured depository institutions
include commercial banks, savings banks, and savings associations.

(5) A bank holding company’s home state is the state in which
the total deposits of all banking subsidiaries of such company were the
largest on July 1, 1966, or the date on which the company became a bank
holding company, whichever is later (12 U.S.C. [section] 1841(o)(4)(c)).

(6) For purposes of section 3(d) of the BHC Act, the Board
considers a bank to be located in the states in which the bank is
chartered or headquartered or operates a branch (12 U.S.C.
[section][section] 1841(o)(4)-(7), 1842(d)(1)(A), and 1842(d)(2)(B)).

(7) 12 U.S.C. [section][section] 1842(d)(1)(A)-(B) and
1842(d)(2)-(3). Hancock is adequately capitalized and adequately
managed, as defined by applicable law. Whitney National Bank has been in
existence and operated for the minimum period of time required by
applicable state laws and for more than five years. See 12 U.S.C.
[section] 1842(d)(1)(B)(i)(ii). On consummation of the proposal, Hancock
would control less than 10 percent of the total amount of deposits of
insured depository institutions in the United States (12 U.S.C.
[section] 1842(d)(2)(A)). In addition, Hancock would control less than
30 percent, or the applicable percentage established under state law, of
the total amount of deposits of insured depository institutions in the
relevant states. See 12 U.S.C. [section] 1842(d)(2)(B)- (C). All other
requirements of section 3(d) of the BHC Act would be met on consummation
of the proposal.

(8) 12 U.S.C. [section] 1842(c)(1).

(9) One commenter expressed general concerns about the competitive
effects of this proposal and the effects it might have on consumer
choices for banking services.

(10) Deposit and market share data are as of June 30, 2010, and are
based on calculations in which the deposits of thrift institutions are
included at 50 percent. In recognition that thrift institutions have
become, or have the potential to become, significant competitors of
commercial banks, the Board regularly has included thrift deposits in
the market concentration and market share calculations on a 50 percent
weighted basis. See, e.g., First Hawaiian, Inc., 77 Federal Reserve
Bulletin 52, 55 (1991).

(11) Under the DOJ Bank Merger Guidelines, a market is considered
unconcentrated if the post-merger HHI is under 1000, moderately
concentrated if the post-merger HHI is between 1000 and 1800, and highly
concentrated if the post-merger HHI exceeds 1800. The Department of
Justice (“DOJ”) has informed the Board that a bank merger or
acquisition generally would not be challenged (in the absence of other
factors indicating anticompetitive effects) unless the post-merger HHI
is at least 1800 and the merger increases the HHI more than 200 points.
Although the DOJ and the Federal Trade Commission recently issued
revised
Horizontal Merger

 Guidelines, the DOJ has confirmed that its
merger guidelines, which were issued in 1995, were not changed. Press
Release, Department of Justice (August 19, 2010), available at
www.justice.gov/opa/pr/2010/August/10-at- 938.html.

(12) These banking markets and the effects of the proposal on their
concentrations of banking resources are described in Appendix A.

(13) Hancock has committed that, not later than 60 days after
consummating the proposed acquisition, it will execute an agreement for
the proposed
divestiture

 in the Biloxi, Mississippi, and Washington
Parish, Louisiana, banking markets, consistent with this order, with one
or more purchasers determined by the Board to be competitively suitable.
Hancock has acknowledged that divestiture of a branch in the Washington
Parish market must be made to a competitor outside the market. Hancock
also has committed to complete the divestiture within 180 days after
consummation of the proposed merger. In addition, Hancock has committed
that, if it is unsuccessful in completing the proposed divestiture
within such time period, it will transfer the unsold branch to an
independent trustee who will be instructed to sell the branch to an
alternate purchaser or purchasers in
accordance

 with the terms of this
order and without regard to price. Both the trustee and any alternate
purchaser must be deemed acceptable to the Board. See BankAmerica
Corporation, 78 Federal Reserve Bulletin 338 (1992); United
New Mexico
 state in the SW United States. At its northwestern corner are the so-called Four Corners, where Colorado, New Mexico, Arizona, and Utah meet at right angles; New Mexico is also bordered by Oklahoma (NE), Texas (E, S), and Mexico (S).
 Financial Corporation, 77 Federal Reserve Bulletin 484 (1991).

(14) These banking markets and the effects of the proposal on their
concentrations of banking resources are described in Appendix B.

(15) The Tangipahoa Market is defined as
Tangipahoa Parish,
Louisiana

, excluding the city of Kentwood.

(16) The Board previously has considered the competitiveness of
certain active credit unions as a
mitigating
  
v. mit·i·gat·ed, mit·i·gat·ing, mit·i·gates

v.tr.
To moderate (a quality or condition) in force or intensity; alleviate. See Synonyms at relieve.

v.intr.
To become milder.
 factor. See, e.g., The
PNC
Financial Services

 Group, Inc. , 93 Federal Reserve Bulletin C65 (2007);
Regions Financial Corporation, 93 Federal Reserve Bulletin C16 (2007);
Wachovia Corporation, 92 Federal Reserve Bulletin C183 (2006); F.N.B.
Corporation, 90 Federal Reserve Bulletin 481 (2004).

(17) These credit unions control approximately $38 million in
deposits in the market that, on a 50 percent weighted basis, represent
approximately 3 percent of market deposits. With these deposits weighted
at 50 percent, Hancock would control approximately 21 percent of the
market deposits, and the HHI would increase 215 points to 1742.

(18) Hancock has committed to the Board that it will comply with
its divestiture agreement with DOJ dated April 1, 2011.

(19) 12 U.S.C. [section] 1842(c)(2) and (3).

(20) One commenter expressed concern about a
lawsuit
 see procedure; tort.
 filed by
Whitney shareholders against Whitney, its board of directors, and
Hancock that alleges, among other things, breach of
fiduciary duty

 to
shareholders by directors and conflicts of interest in selecting Hancock
over another potential acquirer. The
litigation

 is in its preliminary
stages, and no wrongdoing has been adjudicated. The commenter, citing a
press report, also asserted that Whitney’s board of directors
should have selected another company’s competing bid, described
only as “Company A” in Hancock’s filings with the
Securities and Exchange Commission.

The Board has considered these concerns in its review of
Hancock’s proposal and other information relating to the financial
and managerial factors the Board must consider under section 3 of the
BHC Act.

(21) 12 U.S.C. [section][section] 2901
et seq
 (et seek) n. abbreviation for the Latin phrase et sequentes meaning “and the following.” It is commonly used by lawyers to include numbered lists, pages or sections after the first number is stated, as in “the rules of the road are found in Vehicle Code
.

(22) 12 U.S.C. [section] 2903.

(23) See Interagency Questions and Answers Regarding Community

Reinvestment

, 75 Federal Register 11642 at 11665 (2010).

(24) 12 U.S.C. [section][section] 2801 et seq.

(25) The Board reviewed HMDA data for 2008 and 2009 for
Hancock’s insured depository institutions in their combined
assessment areas and the individual MSAs cited in the comment.

(26) The data, for example, do not account for the possibility that
an institution’s
outreach

 efforts may attract a larger proportion
of marginally qualified applicants than other institutions attract and
do not provide a basis for an independent assessment of whether an
applicant who was denied credit was, in fact, creditworthy. In addition,
credit history problems, excessive debt levels relative to income, and
high loan amounts relative to the value of the real estate collateral
(reasons most frequently cited for a credit denial or higher credit
cost) are not available from HMDA data.

(27) The commenter also expressed general concern that the proposal
would have “anti-consumer effects.”

(28) The commenter requested that the Board extend the comment
period on the proposal. As previously noted, the Board has
accumulated
  
v. ac·cu·mu·lat·ed, ac·cu·mu·lat·ing, ac·cu·mu·lates

v.tr.
To gather or pile up; amass. See Synonyms at gather.

v.intr.
To mount up; increase.
 a
significant record in this case, including reports of examination,
confidential supervisory information, public reports and information,
and considerable public comment. In the Board’s view, the commenter
has had ample opportunity to submit its views, as discussed above, and,
in fact, has provided substantial written submissions that the Board has
carefully considered in acting on the proposal. Moreover, the BHC Act
and Regulation Y require the Board to act on proposals submitted under
those provisions within certain time periods. Based on a review of all
the facts of record, the Board has concluded that the record in this
case is sufficient to warrant action at this time and that further delay
in considering the proposal, extension of the comment period, or denial
of the proposal on the grounds discussed above, including informational

insufficiency

, is not warranted.

(29) The commenter also requested that the Board hold a public
meeting or hearing on the proposal on the branch closings and the loss
of service that would result. Hancock has not represented that it will
close any branch and has stated that any branch closings that may occur
in the future would be limited to branches that are in very close
proximity to each other. Moreover, federal banking law provides a
specific mechanism for addressing branch closings. Federal law requires
an insured depository institution to provide notice to the public and to
the appropriate federal supervisory agency before closing a branch. See
12 U.S.C. [section] 1831r-1; Joint Policy Statement Regarding Branch
Closings, 64 Federal Register 34844 (June 29, 1999).

Section 3 of the BHC Act does not require the Board to hold a
public hearing on an application unless the appropriate supervisory
authority for the bank to be acquired makes a written recommendation of
denial of the application. The Board has not received such a
recommendation from a supervisory authority. Under its rules, the Board
also may, in its discretion, hold a public meeting or hearing on an
application to acquire a bank if necessary or appropriate to clarify
material factual issues related to the application and to provide an
opportunity for testimony (12
CFR

 225.16(e), 262.3(e), and 262.25(d)).
The Board has considered carefully the commenter’s request in light
of all the facts of record. As noted, the commenter had ample
opportunity to submit views and submitted written comments that the
Board has carefully considered. The commenter’s request fails to
demonstrate why written comments do not present its views adequately or
why a meeting or hearing otherwise would be necessary or appropriate.
For these reasons, and based on all the facts of record, the Board has
determined that a public meeting or hearing is not required or warranted
in this case. Accordingly, the request for a public meeting or hearing
on the proposal is denied.

(1a) 12 U.S.C. [section] 1842.

(2a) This notice is required under section 163(b) of the Dodd-Frank
Wall Street Reform and Consumer Protection Act (“Dodd-Frank
Act”).

(3a) BTMU operates branches in California,
Illinois
 river, 273 mi (439 km) long, formed by the confluence of the Des Plaines and Kankakee rivers, NE Ill., and flowing SW to the Mississippi at Grafton, Ill. It is an important commercial and recreational waterway.
, New York, and
Washington; agencies in
Georgia
 , Georgian Sakartvelo, Rus. Gruziya, officially Republic of Georgia, republic (2005 est. pop. 4,677,000), c.26,900 sq mi (69,700 sq km), in W Transcaucasia.
 and Texas; and representative offices in
the District of Columbia,
Kentucky
 , one of the so-called border states of the S central United States. It is bordered by West Virginia and Virginia (E); Tennessee (S); the Mississippi R.
, Minnesota, New Jersey, and Texas.

(4a) Deposit data for MUFG’s subsidiary banks are as of March
31, 2011.

(5a) Asset data for Morgan Stanley and asset and deposit data for
MS Bank and MSPB are as of March 31, 2011.

(6a) In addition, Morgan Stanley holds a noncontrolling 9.9 percent
interest in a bank holding company, Chinatrust Financial Holding
Company, Ltd., Taipei, Taiwan, and a national bank, Herald National
Bank, New York, New York. See Morgan Stanley, 95 Federal Reserve
Bulletin B86 and B93 (2009).

(7a) Mitsubishi UFJ Financial Group, Inc., 95 Federal Reserve
Bulletin B34 (2009) (“Mitsubishi UFJ”).

(8a) The authority to make the initial and additional investments
expired April 6, 2011.

(9a) The investor agreement between MUFG and Morgan Stanley would
provide MUFG with both (i)
preemptive
 or pre-emp·tive  
adj.
1. Of, relating to, or characteristic of preemption.

2. Having or granted by the right of preemption.

3.
a.
 rights to participate in certain
securities offerings and (ii) the authority to acquire additional shares
of Morgan Stanley in the open market up to the ownership level it would
acquire on consummation of the conversion transaction. MUFG will need to
preserve a certain ownership level to account for its investment in
Morgan Stanley using the equity method of accounting and to comply with
its commitment to the Board to maintain its investment at a certain
level. MUFG made that commitment in connection with its request to have
a second director representative on the board of directors of Morgan
Stanley without being deemed to exercise a controlling influence over
that company.

(10a) Although the acquisition of less than a
controlling interest

The ownership of a quantity of outstanding corporate stock sufficient to control the actions of the firm. Controlling interest often involves ownership of significantly less than 51% of a firm’s outstanding stock because many owners fail
 in a bank or bank holding company is not a normal acquisition for a bank
holding company, the requirement in section 3(a)(3) of the BHC Act that
the Board’s approval be obtained before a bank holding company
acquires more than 5 percent of the voting shares of a bank suggests
that Congress contemplated the acquisition by bank holding companies of
between 5 percent and 25 percent of the voting shares of banks. See 12
U.S.C. [section] 1842(a)(3). On this basis, the Board previously has
approved the acquisition by a bank holding company of less than a
controlling interest in a bank or bank holding company. See, e.g., China
Investment Corporation, 96 Federal Reserve Bulletin B31 (2010)
(acquisition of up to 10 percent of the voting shares of a bank holding
company); Mitsubishi UFJ,
supra

, (acquisition of up to 24.9 percent of
the voting shares of a bank holding company); Brookline Bancorp,
MHC
 major histocompatibility complex.


abbr.
major histocompatibility complex


MHC

major histocompatibility complex.
, 86
Federal Reserve Bulletin 52 (2000) (acquisition of up to 9.9 percent of
the voting shares of a bank holding company); Mansura Bancshares, Inc.,
79 Federal Reserve Bulletin 37 (1993) (acquisition of 9.7 percent of the
voting shares of a bank holding company).

(11a) MUFG provided passivity commitments in 2008 in connection
with the Board’s approval of its application to acquire up to 24.9
percent of the voting shares of Morgan Stanley. See Mitsubishi UFJ,
supra.

(12a) See Board letter to H. Rodgin
Cohen

, Esq., dated April 22,
2011.

(13a) 12 U.S.C. [section] 1842. See, e.g.,
Emigrant

 Bancorp, Inc.,
82 Federal Reserve Bulletin 555 (1996).

(14a) 12 U.S.C. [section] 1842(c)(1).

(15a) See e.g., Sun Trust Banks, Inc., 76 Federal Reserve Bulletin
542 (1990).

(16a) See e.g., BOKFinancial Corp., 81 Federal Reserve Bulletin
1052, 1053-54 (1995).

(17a) The Metro New York banking market includes Bronx, Dutchess,
Kings,
Nassau, New York

, Orange, Putnam, Queens, Richmond, Rockland,
Suffolk, Sullivan,
Ulster
 northernmost of the historic provinces of Ireland. Modern Ulster consists of nine counties. Six (Antrim, Armagh, Down, Fermanagh, Derry, and Tyrone) now make up Northern Ireland (see Ireland, Northern), which is often referred to as Ulster; the remaining
, and Westchester
counties in New York

; Bergen,
Essex, Hudson, Hunterdon, Middlesex, Monmouth, Morris, Ocean, Passaic,

Somerset

1 City (1990 pop. 10,733), seat of Pulaski co., S Ky., in a farm, coal, and limestone area of the Cumberland foothills; inc. 1810.
,
Sussex
 county, SE England, since 1888 divided for administrative purposes into East Sussex (1991 pop. 670,600), 693 sq mi (1,795 sq km), and West Sussex (1991 pop. 692,800), 768 sq mi (1,990 sq km).
, Union, and Warren counties and the northern portion
ofMercer County in New Jersey; Monroe and Pike
counties in Pennsylvania

,
and
Fairfield County

 and portions of Litchfield and
New Haven
 city (1990 pop. 130,474), New Haven co., S Conn., a port of entry where the Quinnipiac and other small rivers enter Long Island Sound; inc. 1784. Firearms and ammunition, clocks and watches, tools, rubber and paper products, and textiles are among the many
 
counties
in Connecticut

.

(18a) Deposit and market share data are as of June 30, 2010, 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, 387 (1989); National
City Corporation, 70 Federal Reserve Bulletin 743, 744 (1984). The Board
regularly has included
thrift institution

 deposits in the market share
calculation on a 50 percent weighted basis. See, e.g., First Hawaiian,
Inc., 77 Federal Reserve Bulletin 52, 55 (1991).

(19a) Under the DOJ Guidelines, a market is considered
unconcentrated if the post-merger HHI is under 1000, moderately
concentrated if the post-merger HHI is between 1000 and 1800, and highly
concentrated if the postmerger HHI exceeds 1800. The Department of
Justice (“DOJ”) 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 merger increases the HHI more than 200 points.
Although the DOJ and the Federal Trade Commission recently issued
revised Horizontal Merger Guidelines, the DOJ has confirmed that the DOJ
Bank Merger Guidelines, which were issued in 1995, were not changed. DOJ
press release (August 19, 2010),
availableatwww.justice.gov/opa/pr/2010/August/10-at- 938.html.

(20a) On consummation, the HHI would remain unchanged at 1299, and
273 insured depository institution competitors would remain in the Metro
New York banking market. The deposits of MUFG and Morgan Stanley, on a
combined basis, would represent less than 1 percent of market deposits.

(21a) Competitive considerations in nonbanking markets are set
forth in the discussion on nonbanking activities.

(22a) A commenter asserted that recently announced losses at a
joint venture between MUFG and Morgan Stanley reflect poorly on
MUFG’s managerial capacity and its ability to avoid
predatory

 lending. MUFG has reviewed management and controls at the joint venture
and has strengthened its risk- management framework. In addition, MUFG
has increased the amount of capital held by the joint venture. There
appears to be no relationship between the losses at the joint venture,
which engages in securities activities in Japan, and predatory lending,
as asserted by the commenter.

The commenter also referred to news reports regarding Morgan
Stanley’s mortgage servicer,
Saxon

 Mortgage Services, Inc., with
respect to a
class action lawsuit

A lawsuit in which one party or a limited number of parties sue on behalf of a larger group to which the parties belong. For example, investors may bring a class action lawsuit against a brokerage firm that has actively promoted a tax
 involving the Home Affordable
Modification Program and a lawsuit under the Servicemembers Civil Relief
Act. In addition, the commenter referred to a settlement by Morgan
Stanley with the Office of the Attorney General of the Commonwealth of
Massachusetts regarding allegedly unfair residential mortgage loans. As
noted above, MUFG does not control the operations of Morgan Stanley and
cannot exercise a controlling influence over its management. Moreover,
as part of its ongoing supervision of Morgan Stanley, the Board monitors
the status of government investigations, consults
as needed
 prn. See prn order.
 with
relevant regulatory authorities, and periodically reviews Morgan
Stanley’s liability from material litigation.

Finally, the commenter raised allegations that are outside the
limited statutory factors that the Board is authorized to consider when
reviewing an application under the BHC Act. See, e.g., The
Royal Bank of
Scotland Group

 plc, 90 Federal Reserve Bulletin 87, 88 n.16 (2004); The
Royal Bank of Scotland Group plc, 89 Federal Reserve Bulletin 386, 389
n.26 (2003); Western Bancshares, Inc. v. Board of Governors, 480 F.2d
749 (10th Cir. 1973).

(23a) 12 U.S.C. [section] 1842(c)(3)(B). As provided in Regulation
Y, the Board determines whether a foreign bank is subject to
consolidated home-country supervision under the standards set forth in
Regulation K. See 12 CFR 225.13(a)(4). Regulation Kprovides that a
foreign bank will be considered subject to comprehensive supervision or
regulation on a consolidated basis if the Board determines that the bank
is
supervised
  
tr.v. su·per·vised, su·per·vis·ing, su·per·vis·es
To have the charge and direction of; superintend.


[Middle English *supervisen, from Medieval Latin
 or regulated in such a manner that its home-country
supervisor receives sufficient information on the worldwide operations
of the bank, including its relationship with any affiliates, to assess
the bank’s overall financial condition and its compliance with laws
and regulations. See 12 CFR 211.24(c)(1).

(24a) See Mitsubishi Tokyo Financial Group, Inc., 87 Federal
Reserve Bulletin 349 (2001). At that time, BTMU was named The Bank of
Tokyo-Mitsubishi, Ltd. and MUTB was named The Mitsubishi Trust and
Banking Corporation.

(25a) Id.

(26a) See, e.g., Chuo Mitsui Trust Holdings, Inc., (Order dated
March 15, 2011).

(27a) Section 3 of the BHC Act also requires the Board to determine
that an applicant has provided adequate assurances that it will make
available to the Board such information on its operations and activities
and those of its affiliates that the Board deems appropriate to
determine and enforce compliance with the BHC Act (12 U.S.C. [section]
1842(c)(3)(A)). The Board has reviewed the restrictions on disclosure in
the relevant jurisdictions in which MUFG operates and has communicated
with relevant government authorities concerning access to information.
In addition, MUFG previously has committed that, to the extent not
prohibited by applicable law, it will make available to the Board such
information on the operations of its affiliates that the Board deems
necessary to determine and enforce compliance with the BHC Act, the
International Banking Act, and other applicable federal laws. MUFG also
previously has committed to cooperate with the Board to obtain any
waivers or exemptions that may be necessary to enable its affiliates to
make such information available to the Board. In light of these
commitments, the Board has concluded that MUFG has provided adequate
assurances of access to any appropriate information the Board may
request.

(28a) 12 U.S.C. [section] 1842(c)(2); 12 U.S.C. [section][section]
2901 et seq.

(29a) 12 U.S.C. [section] 2903.

(30a) The most recent CRA performance evaluations of its insured
depository subsidiaries are as follows: (1) Union Bank
(“outstanding”) by the Office of the Comptroller of the
Currency (“OCC”) as of June 2009; (2) BTMUT
(“outstanding”) by the Federal Deposit Insurance Corporation
(“FDIC”) as of July 2010; and (3) MUTB USA
(“satisfactory”) by the FDIC as of December 2006.

(31a) MS Bank became a national bank on September 23, 2008, on its
conversion from a Utah-chartered industrial bank. MSPB became a national
bank on July 1, 2010, on its conversion from a limited-purpose savings
association that was not subject to the CRA. MSPB has not yet been
evaluated under the CRA by the OCC.

(32a) 12 U.S.C. [section] 1843(k)(4).

(33a) 12 U.S.C. [section] 1843(k)(6).

(34a) The Dodd-Frank Act [section] 163(b)(4).

(35a) 12 U.S.C. [section] 1843(j)(2).

(36a) The Dodd-Frank Act [section] 163(b)(4).

(37a) The commenter requested that the Board extend the comment
period on the proposal. In the Board’s view, the commenter has had
ample opportunity to submit its views and, in fact, has provided written
submissions that the Board has carefully considered in acting on the
proposal. Moreover, the BHC Act and Regulation Y require the Board to
act on proposals submitted under those provisions within certain time
periods. Based on a review of all the facts of record, the Board has
concluded that the record in this case is sufficient to warrant action
at this time and that further delay in considering the proposal,
extension of the comment period, or denial of the proposal on the
grounds discussed above, is not warranted.

(38a) The commenter also requested that the Board hold a public
hearing on the proposal. Section 3 of the BHC Act does not require the
Board to hold a public hearing on an application unless the appropriate
supervisory authority for the bank to be acquired makes a written
recommendation of denial of the application. The Board has not received
such a recommendation from the appropriate supervisory authorities.
Under its rules, the Board also may, in its discretion, hold a public
meeting or hearing on an application to acquire a bank if necessary or
appropriate to clarify the factual issues related to the application and
to provide an opportunity for testimony (12 CFR 223.16(e), 262.25(d)).
As noted above, MUFG will not be acquiring control of Morgan Stanley or
its depository institutions, and the commenter’s request fails to
demonstrate why written comments do not present its views adequately or
why a meeting or hearing otherwise would be necessary or appropriate.
For these reasons, and based on all the facts of record, the Board has
determined that a public meeting or hearing is not required or warranted
in this case. Accordingly, the request for a public meeting or hearing
on the proposal is denied.

(39a) No further approval would be required for MUFG to acquire
shares to comply with its commitment to the Board to maintain an
investment in at least 20 percent of the voting common equity of Morgan
Stanley and to use its reasonable best efforts to
honor

 a Board request
to provide additional capital to preserve the maximum level of ownership
of total equity of Morgan Stanley that MUFG achieved before the date of
the Board’s request. See Board letter to H. Rodgin Cohen, Esq.,
supra.

(1b) 12 U.S.C. [section] 1842.

(2b) Specifically, United has requested that Centra and its four
second-tier holding companies, Centra Financial Corporation-Hagerstown,
Inc.; Centra Financial Corporation-Martinsburg, Inc.; Centra Financial
Corporation-Morgantown, Inc.; and Centra Financial
Corporation-Uniontown, Inc., all of Morgantown, merge with and into UBC.

(3b) Deposit data are as of June 30, 2010, updated to reflect
mergers through April 23, 2011. In this context, insured depository
institutions include commercial banks, savings associations, and savings
banks. National deposit data and rankings are as of December 31, 2010.

(4b) UB-WV operates in West Virginia and Ohio. UB-VA operates in
Maryland, Virginia, and the District of Columbia.

(5b) A bank holding company’s home state is the state in which
the total deposits of all banking subsidiaries of such company were the
largest on July 1, 1966, or the date on which the company became a bank
holding company, whichever is later (12 U.S.C. [section] 1841(o)(4)(c)).

(6b) For purposes of section 3(d) of the BHC Act, the Board
considers a bank to be located in the states in which the bank is
chartered or headquartered or operates a branch (12 U.S.C.
[section][section] 1841(o)(4)-(7) and 1842(d)(1)(A) and 1842(d)(2)(B)).

(7b) 12 U.S.C. [section][section] 1842(d)(1)(A)-(B) and
1842(d)(2)-(3). United is adequately capitalized and adequately managed,
as defined by applicable law. Centra Bank has been in existence and
operated for the minimum period of time required by applicable state
laws and for more than five years. See 12 U.S.C. [section]
1842(d)(1)(B)(i)-(ii). On consummation of the proposal, United would
control less than 10 percent of the total amount of deposits of insured
depository institutions in the United States (12 U.S.C. [section]
1842(d)(2)(A)). United also would control less than 30 percent of, and
less than the applicable state deposit cap for, the total amount of
deposits in insured depository institutions in the relevant states (12
U.S.C. [section] 1842(d)(2)(B)-(D)). All other requirements of section
3(d) of the BHC Act would be met on consummation of the proposal.

(8b) 12 U.S.C. [section] 1842(c)(1).

(9b) Deposit and market share data are as of June 30, 2010, updated
to reflect mergers through April 23, 2011.

(10b) Under the DOJ Guidelines, a market is considered
unconcentrated if the postmerger HHI is under 1000, moderately
concentrated if the post-merger HHI is between 1000 and 1800, and highly
concentrated if the postmerger HHI exceeds 1800. The Department of
Justice (“DOJ”) has informed the Board that a bank merger or
acquisition generally would not be challenged (in the absence of other
factors indicating anticompetitive effects) unless the post-merger HHI
is at least 1800 and the merger increases the HHI more than 200 points.
Although the DOJ and the Federal Trade Commission recently issued
revised Horizontal Merger Guidelines, the DOJ has confirmed that its
guidelines for bank mergers or acquisitions, which were issued in 1995,
were not changed. Press Release, Department of Justice (August 19,
2010), available at www.justice.gov/opa/pr/2010/August/ 10-at-938.html.

(11b) The Martinsburg banking market is defined as
Berkeley County

,
West Virginia, excluding the portion of that county included in the
Hagerstown
Rand McNally

 Marketing Area (”
RMA

“).

(12b) UB-WV would be the second largest depository institution in
the market, controlling deposits of $218.4 million, which would
represent approximately 20.9 percent of market deposits. The HHI would
increase 25 points to 1764.

(13b) The Morgantown banking market is defined as the Morgantown
RMA and the nonRMA portions of Monongalia and Preston counties, West
Virginia.

(14b) The number and strength of factors necessary to mitigate the
competitive effects of a proposal depend on the size of the increase in,
and resulting level of, concentration in a banking market. See
NationsBank Corp., 84 Federal Reserve Bulletin 129 (1998).

(15b) The Board previously has considered the competitiveness of
certain active credit unions as a mitigating factor. See, e.g., The PNC
Financial Services Group, Inc., 93 Federal Reserve Bulletin C65 (2007);
Regions Financial Corporation, 93 Federal Reserve Bulletin C16 (2007);
Wachovia Corporation, 92 Federal Reserve Bulletin C183 (2006); and
F.N.B. Corporation, 90 Federal Reserve Bulletin 481 (2004).

(16b) Fairmont Credit Union has a ratio of commercial and
industrial loans to assets of approximately 6 percent, which is
comparable to the ratio for some commercial banks in the market and
greater than the ratio for some thrift institutions that the Board has
previously found to be full competitors of commercial banks.

(17b) The Board has previously indicated that it may consider the
competitiveness of a thrift institution at a level greater than 50
percent of deposits when appropriate. See, e.g., Banknorth Group, Inc.,
75 Federal Reserve Bulletin 703 (1989). As noted, Fairmont Credit
Union’s commercial-loan-to-asset ratio is higher than the ratio for
many thrift institutions that have been weighted at 100 percent in past
Board orders. See, e.g., The PNC Financial Services Group, Inc., supra.

(18b) These credit unions control approximately $68.1 million in
deposits in the market that, on a 50 percent weighted basis for United
Credit Union and a 100 percent weighted basis for Fairmont Credit Union,
represent approximately 2.6 percent of market deposits. Accounting for
the revised weightings of these deposits, United would control
approximately 30.9 percent of market deposits, and the HHI would
increase 363 points to 1996.

(19b) 12 U.S.C. [section] 1842(c)(2) and (3).

(20b) 12 U.S.C. [section][section] 2901 et seq.; 12 U.S.C.
[section] 1842(c)(2).

(21b) The Interagency Questions and Answers Regarding Community
Reinvestment provide that an institution’s most recent CRA
performance evaluation is a particularly important consideration in the
applications process because it represents a detailed, onsite evaluation
of the institution’s overall record of performance under the CRA by
its appropriate federal supervisor. 75 Federal Register 11642 at 11665
(2010).