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  • Huntington Bank's (First) Response To Inner City Press On FirstMerit

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    Matthew Russell Lee
    987 vizualizări42 pagini
    ICP Zeroes In On Huntington Bank, Shutting Low Income FirstMerit Branches By Matthew R. Lee NEW YORK, April 2 -- The lack of seriousness in US bank regulation grows from the relatively smaller to the largest banks, more Fed-favored banks like Goldman Sachs - through those in the upper bulge like Huntington, seeking to buy First Merit and close more than 100 branches. Inner City Press / Fair Finance Watch on March 19 filed with the Federal Reserve a challenge to Huntington's application to acquire First Merit and close 107 branches. Now Inner City Press has received Huntington's response to the Fed, and it is woefully inadequate. Inner City Press has replied: "Huntington's Response to ICP, written by former Federal Reserve Board legal counsel Patricia Robinson -- we are concerned about this revolving door -- is dismissive of the issues raised. The Response states that 'Of the 107 consolidations / closings, a strong majority (62 of 107 or 58%) are short distance branch consolidations' -- but includes actions forcing consumers to travel more than one mile among these “consolidations.” Even using this definition, Huntington in its Response to ICP admits to no fewer than 45 prospective branch closures, an extraordinary number militating for the requested public hearings. Section D.1 of Huntington's Response to ICP lists low and moderate income branches and the income demographics of the branches that would “receive” them. Significantly, in every instance where the income demographics of the branches being shuttered and the “receiving” branch, Huntington has chosen to shutter the lower income branch. There's moderate into middle, for example Legacy FirstMerit Bank branch at: 430 Northfield Rd., Bedford, Ohio 44146 (Cuyahoga County) – moderate-income census tract “moving to” Legacy Huntington Bank branch at: 5321 Warrensville Rd., Maple Heights, Ohio 44137 (Cuyahoga County) – middle-income census tract There's low income into middle: Legacy Huntington Bank Branch at: 1500 East Main Street, Kent, Ohio 44240 (Portage County) – low-income census tract moving to Legacy FirstMerit Bank branch at: 1729 State Rt. 59, Kent, Ohio 44240 (Portage County) – middle-income census tract There's even moderate into upper: Legacy FirstMerit Bank branch at: 3505 Lee Rd., Shaker Heights, Ohio 44120 (Cuyahoga County) – moderate-income census tract “moving to” Legacy Huntington Bank branch at: 17121 Chagrin Blvd., Shaker Heights, Ohio 44120 (Cuyahoga County) – upper-income census tract But there is NOTHING moving the other way. Hearings are necessary. ICP disagrees with Huntington's dismissive approach to HMDA analysis, and adds this on First Merit into the record: FirstMerit in the Akron MSA in 2014 made 214 home purchase loans to whites -- and only 13 to African Americans and only two to Latinos. Troublingly, FirstMerit denied the applications of African American for home purchase loans 4.14 times more frequently than for white: a 9.2% denial rate for whites versus a whopping 38.1% denial rate for African Americans. For refinance loans, FirstMerit in the Akron MSA in 2014 made 158 loans to whites and only six to African Americans and none to Latinos. Its denial rate for African Americans was 35.7%, versus only 20.6% for whites. For home improvement loans, FirstMerit in the Akron MSA in 2014 made 47 loans to whites and only two to African Americans and NONE to Latinos. Its denial rate for Latinos was 100%. Its denial rate for African Americans was 77%, versus 50% for whites. We will have more comments, but for now the comment period should be extended; evidentiary hearings should be held; and on the current record, the application should not be approved." In its first comment, March 19, ICP/FFW analyzed Huntington: Huntington in the Akron MSA in 2014 made 197 home purchase loans to whites -- and only nine to African Americans and only three

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    ICP Zeroes In On Huntington Bank, Shutting Low Income FirstMerit Branches By Matthew R. Lee NEW YORK, April 2 -- The lack of seriousness in US bank regulation grows from the relatively smaller to the largest banks, more Fed-favored banks like Goldman Sachs - through those in the upper bulge like Huntington, seeking to buy First Merit and close more than 100 branches. Inner City Press / Fair Finance Watch on March 19 filed with the Federal Reserve a challenge to Huntington's application to acquire First Merit and close 107 branches. Now Inner City Press has received Huntington's response to the Fed, and it is woefully inadequate. Inner City Press has replied: "Huntington's Response to ICP, written by former Federal Reserve Board legal counsel Patricia Robinson -- we are concerned about this revolving door -- is dismissive of the issues raised. The Response states that 'Of the 107 consolidations / closings, a strong majority (62 of 107 or 58%) are short distance branch consolidations' -- but includes actions forcing consumers to travel more than one mile among these “consolidations.” Even using this definition, Huntington in its Response to ICP admits to no fewer than 45 prospective branch closures, an extraordinary number militating for the requested public hearings. Section D.1 of Huntington's Response to ICP lists low and moderate income branches and the income demographics of the branches that would “receive” them. Significantly, in every instance where the income demographics of the branches being shuttered and the “receiving” branch, Huntington has chosen to shutter the lower income branch. There's moderate into middle, for example Legacy FirstMerit Bank branch at: 430 Northfield Rd., Bedford, Ohio 44146 (Cuyahoga County) – moderate-income census tract “moving to” Legacy Huntington Bank branch at: 5321 Warrensville Rd., Maple Heights, Ohio 44137 (Cuyahoga County) – middle-income census tract There's low income into middle: Legacy Huntington Bank Branch at: 1500 East Main Street, Kent, Ohio 44240 (Portage County) – low-income census tract moving to Legacy FirstMerit Bank branch at: 1729 State Rt. 59, Kent, Ohio 44240 (Portage County) – middle-income census tract There's even moderate into upper: Legacy FirstMerit Bank branch at: 3505 Lee Rd., Shaker Heights, Ohio 44120 (Cuyahoga County) – moderate-income census tract “moving to” Legacy Huntington Bank branch at: 17121 Chagrin Blvd., Shaker Heights, Ohio 44120 (Cuyahoga County) – upper-income census tract But there is NOTHING moving the other way. Hearings are necessary. ICP disagrees with Huntington's dismissive approach to HMDA analysis, and adds this on First Merit into the record: FirstMerit in the Akron MSA in 2014 made 214 home purchase loans to whites -- and only 13 to African Americans and only two to Latinos. Troublingly, FirstMerit denied the applications of African American for home purchase loans 4.14 times more frequently than for white: a 9.2% denial rate for whites versus a whopping 38.1% denial rate for African Americans. For refinance loans, FirstMerit in the Akron MSA in 2014 made 158 loans to whites and only six to African Americans and none to Latinos. Its denial rate for African Americans was 35.7%, versus only 20.6% for whites. For home improvement loans, FirstMerit in the Akron MSA in 2014 made 47 loans to whites and only two to African Americans and NONE to Latinos. Its denial rate for Latinos was 100%. Its denial rate for African Americans was 77%, versus 50% for whites. We will have more comments, but for now the comment period should be extended; evidentiary hearings should be held; and on the current record, the application should not be approved." In its first comment, March 19, ICP/FFW analyzed Huntington: Huntington in the Akron MSA in 2014 made 197 home purchase loans to whites -- and only nine to African Americans and only three

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    Huntington Bank's (First) Response To Inner City Press On FirstMerit

    Încărcat de

    Matthew Russell Lee
    ICP Zeroes In On Huntington Bank, Shutting Low Income FirstMerit Branches By Matthew R. Lee NEW YORK, April 2 -- The lack of seriousness in US bank regulation grows from the relatively smaller to the largest banks, more Fed-favored banks like Goldman Sachs - through those in the upper bulge like Huntington, seeking to buy First Merit and close more than 100 branches. Inner City Press / Fair Finance Watch on March 19 filed with the Federal Reserve a challenge to Huntington's application to acquire First Merit and close 107 branches. Now Inner City Press has received Huntington's response to the Fed, and it is woefully inadequate. Inner City Press has replied: "Huntington's Response to ICP, written by former Federal Reserve Board legal counsel Patricia Robinson -- we are concerned about this revolving door -- is dismissive of the issues raised. The Response states that 'Of the 107 consolidations / closings, a strong majority (62 of 107 or 58%) are short distance branch consolidations' -- but includes actions forcing consumers to travel more than one mile among these “consolidations.” Even using this definition, Huntington in its Response to ICP admits to no fewer than 45 prospective branch closures, an extraordinary number militating for the requested public hearings. Section D.1 of Huntington's Response to ICP lists low and moderate income branches and the income demographics of the branches that would “receive” them. Significantly, in every instance where the income demographics of the branches being shuttered and the “receiving” branch, Huntington has chosen to shutter the lower income branch. There's moderate into middle, for example Legacy FirstMerit Bank branch at: 430 Northfield Rd., Bedford, Ohio 44146 (Cuyahoga County) – moderate-income census tract “moving to” Legacy Huntington Bank branch at: 5321 Warrensville Rd., Maple Heights, Ohio 44137 (Cuyahoga County) – middle-income census tract There's low income into middle: Legacy Huntington Bank Branch at: 1500 East Main Street, Kent, Ohio 44240 (Portage County) – low-income census tract moving to Legacy FirstMerit Bank branch at: 1729 State Rt. 59, Kent, Ohio 44240 (Portage County) – middle-income census tract There's even moderate into upper: Legacy FirstMerit Bank branch at: 3505 Lee Rd., Shaker Heights, Ohio 44120 (Cuyahoga County) – moderate-income census tract “moving to” Legacy Huntington Bank branch at: 17121 Chagrin Blvd., Shaker Heights, Ohio 44120 (Cuyahoga County) – upper-income census tract But there is NOTHING moving the other way. Hearings are necessary. ICP disagrees with Huntington's dismissive approach to HMDA analysis, and adds this on First Merit into the record: FirstMerit in the Akron MSA in 2014 made 214 home purchase loans to whites -- and only 13 to African Americans and only two to Latinos. Troublingly, FirstMerit denied the applications of African American for home purchase loans 4.14 times more frequently than for white: a 9.2% denial rate for whites versus a whopping 38.1% denial rate for African Americans. For refinance loans, FirstMerit in the Akron MSA in 2014 made 158 loans to whites and only six to African Americans and none to Latinos. Its denial rate for African Americans was 35.7%, versus only 20.6% for whites. For home improvement loans, FirstMerit in the Akron MSA in 2014 made 47 loans to whites and only two to African Americans and NONE to Latinos. Its denial rate for Latinos was 100%. Its denial rate for African Americans was 77%, versus 50% for whites. We will have more comments, but for now the comment period should be extended; evidentiary hearings should be held; and on the current record, the application should not be approved." In its first comment, March 19, ICP/FFW analyzed Huntington: Huntington in the Akron MSA in 2014 made 197 home purchase loans to whites -- and only nine to African Americans and only three

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    Direct Dial: (212) 403-1127


    Direct Fax: (212) 403-2127
    E-Mail: PARobinson@wlrk.com

    March 31, 2016


    Via E-Apps
    Mr. Allen M. Brown
    Banking Supervisor
    Federal Reserve Bank of Cleveland
    1455 E. 6th Street
    Cleveland, OH 44114
    Re:

    Application to the Federal Reserve Board by Huntington Bancshares Incorporated


    to Acquire FirstMerit CorporationResponse to Concerns of a Commenter

    Dear Mr. Brown:


    This letter responds to statements in an e-mail of March 19, 2016, from the public (the
    March 19 E-mail) that the Federal Reserve Bank of Cleveland (the Reserve Bank) forwarded
    to us concerning the application (the Application) by Huntington Bancshares Incorporated
    (Huntington) to the Board of Governors of the Federal Reserve System (the Board) for prior
    approval to acquire FirstMerit Corporation (FirstMerit), pursuant to Sections 3(a)(3) and
    3(a)(5) of the Bank Holding Company Act (the Proposed Transaction). The March 19 E-mail:
    (1) expressed concern about the number of planned consolidations and closings of branches of
    Huntingtons subsidiary bank, The Huntington National Bank (Huntington Bank), and

    W/2645618v3

    Mr. Allen M. Brown


    March 31, 2016
    Page 2
    FirstMerits subsidiary bank, FirstMerit Bank, National Association (FirstMerit Bank), that
    Huntington has publicly disclosed in connection with the Proposed Transaction, 1 (2) criticized
    Huntington Banks lending record based on data filed in 2014 under the Home Mortgage
    Disclosure Act (HMDA), (3) requested an extension of the public comment period on the
    Application, and (4) requested a public hearing on the Application. Huntington appreciates the
    opportunity to respond to these matters raised in the March 19 E-mail.
    I.

    Branch Consolidations and Closings

    The March 19 E-mail states that the closure of more than 100 branches, including a
    number 2 in the Cleveland, Akron and Canton areas of Ohio, would cause harm. Huntington
    believes that the FirstMerit Bank and Huntington Bank customers in Illinois, Michigan, Ohio,
    Pennsylvania and Wisconsin will be well served by the resulting branch network following the
    consummation of the Proposed Transaction. As discussed below, the majority of the branch
    actions are short-distance consolidations and the substantial majority of the branch closures
    involve modest distances to the recipient branches. The Proposed Transaction will result in
    public benefits that outweigh any limited inconvenience that might result from the planned
    branch actions.
    A. The strong majority of the consolidations/closures are short-distance
    consolidations.
    As discussed in the Application, due to some overlap in the legacy branch networks of
    Huntington Bank and FirstMerit Bank and in order to reduce redundancy and make the delivery
    of customer services more efficient, Huntington Bank expects to consolidate or close 107
    licensed locations, including: (a) 105 branches (75 legacy FirstMerit Bank branches and 30
    legacy Huntington Bank branches), (b) one legacy FirstMerit Bank limited-service drive-up
    location and (c) one legacy FirstMerit Bank limited-service facility that services Wealth and
    Commercial clients.
    Of the 107 consolidations/closings, a strong majority (62 of 107 or 58%) are shortdistance branch consolidations under the OCCs rules. 3 Under the applicable interagency
    1

    Huntington disclosed the branches of Huntington Bank or FirstMerit Bank that are planned to be consolidated or
    closed after consummation of the Proposed Transaction in Exhibits 1719 of the Application, as well as in the
    application that Huntington Bank filed with the Office of the Comptroller of the Currency (the OCC) for prior
    approval to merge with FirstMerit Bank, pursuant to the Bank Merger Act and the National Bank Act (the Bank
    Merger Application), and in the published newspaper notice of the Bank Merger Application, copies of which have
    been submitted to the Board.
    2

    The March 19 E-Mail refers to nearly 50 branch closings in Cleveland, Akron and Canton. As discussed below,
    Huntington Bank expects to consolidate 32 branches and to close 11 branches in these areas combined.
    3

    According to the OCCs regulations, a short-distance consolidation occurs when the receiving branch is within the
    following distances to the consolidating branch: (1) one thousand foot-radius of the site if the consolidating branch

    Mr. Allen M. Brown


    March 31, 2016
    Page 3
    guidance from the Board, OCC and the Federal Deposit Insurance Corporation, a branch
    consolidation is a movement of customer deposits within the same immediate neighborhood and,
    therefore, does not substantially affect the nature of the business or customers served by the
    consolidating branch. 4 In each of the 62 consolidations, the distance between the consolidating
    branch and the receiving branch is two miles or less. In 59 of these consolidations (or 95%) the
    distance between the consolidating and receiving branch is one mile or less, and in 41 of these
    consolidations (or 66%) the distance is one-half mile or less.
    The other 45 planned branch actions are considered to be closures. Of the 45 closures
    (involving 43 branch locations and the two limited-service locations), a strong majority (25 of 45
    or 56%) involve distances between the closing location and the receiving branch of two miles or
    less, 10 (or 22%) involves distances of one mile or less and seven (or 16%) involve distances of
    one-half mile or less.
    The March 19 E-Mail specifically referenced branch closures in Cleveland, Akron and
    Canton. Huntington Bank expects to consolidate/close 43 branches in the Cleveland, Akron and
    Canton areas of Ohio combined, including 24 legacy FirstMerit Bank branches and 19 legacy
    Huntington Bank branches. Of the 43 branch consolidations/closings in these areas, 32 (or 74%)
    are short-distance consolidations under the OCCs rules. Of the 32 consolidations, all involve
    distances between the consolidating and receiving branches of one mile or less and 21 (or 66%)
    involve distances of one-half mile or less. Of the 11 branch closings in these areas, all involve
    distances of less than two miles and three (or 27%) involve distances of less than one-half mile.
    B. Huntington Bank has been very transparent in publicly disclosing its branch
    consolidation/closure plans.
    Huntington Bank has been very transparent with both its regulators and the public in
    disclosing its branch consolidation/closure plans. Huntington publicly disclosed in the published
    newspaper notice of the Bank Merger Application, copies of which have been submitted to the
    Board, the addresses of the 107 Huntington Bank or FirstMerit Bank licensed locations that it
    plans to consolidate or close after consummation of the Proposed Transaction. Additionally,
    public Exhibits 1719 of the Application, as well as similar public exhibits in the Bank Merger
    Act Application, contain detailed information about each consolidation/closure, including:
    (a) the addresses (including the county) of the consolidating/closing branch, (b) the address
    (including the county) of the branch that will receive the deposits of the consolidating/closing
    branch, (c) the distance between the branches and (d) a detailed explanation of why the branch is

    is located within a central city of an Metropolitan Statistical Area (an MSA); (2) one-mile radius of the site if the
    consolidating branch is not located within a central city, but is located within an MSA; or (3) two-mile radius of the
    site if the consolidating branch is not located within an MSA. 12 CFR 5.3(l).
    4

    Interagency Policy Statement Concerning Branch Closing Notices and Policies, June 18, 1999.

    Mr. Allen M. Brown


    March 31, 2016
    Page 4
    being consolidated/closed. Many of the explanations reference attached maps that further
    illustrate the relationship between the consolidating/closing branch and the receiving branch.
    C. Notices to affected customers and Huntington Banks careful considerations
    in compliance with its branch closing/consolidation/relocation policy.
    The factors that were used in identifying branches for consolidation or closure included:
    (a) proximity to the nearest branch, (b) respective conditions and available services at the
    consolidating/closing and recipient branch, (c) customer and community impact, and
    (d) financial performance and future prospects of the branch. In addition, Huntington Bank
    adheres to a comprehensive internal branch opening, closing, relocation and consolidation policy
    to ensure compliance with applicable laws and regulatory guidance. That policy requires
    compliance with the following requirements during the evaluation process:

    Ensure compliance with applicable laws and regulatory guidance for branch
    openings, closings, relocations and consolidations.

    Conduct appropriate analysis of impacts of branch opening, closing, relocation and


    consolidation activity on considerations related to the Community Reinvestment Act
    (the CRA), considering the effect on the community, the ability of the bank to
    provide service to the area and the presence of other financial institutions in the area.

    Ensure that all branch changes are approved by Huntington Banks Board of
    Directors or a committee or member of management as delegated by the Board.

    Ensure that the necessary regulatory and client notices, applications and legal notices
    are completed to comply with the regulations governing branching.

    Escalate, as necessary, risk and compliance issues to the Chief Risk Officer and Legal
    Regulatory Compliance Committee.

    Huntington Bank will provide prior notices of any branch closures to the applicable
    regulators and the customers in accordance with the applicable law, regulations and regulatory
    guidance. Customers of branches to be consolidated also will receive prior notices of the
    planned consolidation into other branches.
    D. Detailed rationales and distance information are provided in the
    Applications for each proposed branch consolidation or closure.
    In most cases, the customer accounts of branches to be closed will be transferred to the
    next nearest branch, either a legacy FirstMerit Bank branch or an existing Huntington Bank
    branch. Accounts of customers of a branch to be consolidated will be transferred to the branch
    designated as the surviving branch of the two consolidating branches. Exhibit 19 of the
    Application (and a similar exhibit in the Bank Merger Act Application to OCC) contains detailed

    Mr. Allen M. Brown


    March 31, 2016
    Page 5
    information regarding each of these licensed location consolidations and closures, including:
    (a) the addresses (including the county) of the consolidating/closing branch, (b) the address
    (including the county) of the branch that will receive the deposits of the consolidating/closing
    branch, (c) the distance between the branches and (d) a detailed explanation of why the branch is
    being consolidated/closed. Many of the explanations reference attached maps that further
    illustrate the relationship between the consolidating/closing branch and the receiving branch.
    Below, we provide similar information for each branch that will be consolidated/closed that is
    located in a low- to moderate-income (LMI) or majority-minority census tract.
    1. Consolidations in LMI census tracts
    Of the 62 short-distance branch consolidations, only 10 consolidate a branch located in an
    LMI census tract. These consolidations are detailed below:
    Location of Consolidating Branch

    Location of Receiving Branch

    Distance Between
    the Branches

    Legacy FirstMerit Bank branch at:


    21 N. Beacon Blvd., Grand Haven,
    Michigan 49417
    (Ottawa County)
    moderate-income census tract

    Legacy Huntington Bank branch at:


    1300 South Beacon Blvd., Grand
    Haven, Michigan 49417
    (Ottawa County)
    middle-income census tract

    0.87 mile

    Legacy FirstMerit Bank branch at:


    430 Northfield Rd., Bedford, Ohio
    44146
    (Cuyahoga County)
    moderate-income census tract

    Legacy Huntington Bank branch at:


    5321 Warrensville Rd., Maple
    Heights, Ohio 44137
    (Cuyahoga County)
    middle-income census tract

    0.72 mile

    Legacy FirstMerit Bank branch at:


    11427 Euclid Avenue, Cleveland,
    Ohio 44114
    (Cuyahoga County)
    moderate-income census tract

    Legacy Huntington Bank branch at:


    11457 Mayfield Road, Cleveland,
    Ohio 44106
    (Cuyahoga County)
    moderate-income census tract

    0.08 mile

    Legacy FirstMerit Bank branch at:


    6939 E. Broad St., Columbus, Ohio
    43213
    (Franklin County)
    moderate-income census tract

    Legacy Huntington Bank branch at:


    6867 E. Broad Street, Columbus,
    Ohio 43213
    (Franklin County)
    moderate-income census tract

    0.07 mile

    Mr. Allen M. Brown


    March 31, 2016
    Page 6
    Location of Consolidating Branch

    Location of Receiving Branch

    Distance Between
    the Branches

    Legacy Huntington Bank Branch at:


    1500 East Main Street, Kent, Ohio
    44240
    (Portage County)
    low-income census tract

    Legacy FirstMerit Bank branch at:


    1729 State Rt. 59, Kent, Ohio 44240
    (Portage County)
    middle-income census tract

    Legacy Huntington Bank branch at:


    6550 N. Ridge Rd., Madison, Ohio
    44057
    (Lake County)
    moderate-income census tract

    Legacy FirstMerit Bank branch at:


    6565 N. Ridge Rd., Madison, Ohio
    44057
    (Lake County)
    moderate-income census tract

    0.17 mile

    Legacy Huntington Bank branch at:


    58 S. Park Place, Painesville, Ohio
    44077
    (Lake County)
    low-income census tract

    Legacy FirstMerit Bank branch at:


    56 Liberty St., Painesville, Ohio
    44077
    (Lake County)
    low-income census tract

    0.09 mile

    Legacy FirstMerit Bank branch at:


    3505 Lee Rd., Shaker Heights, Ohio
    44120
    (Cuyahoga County)
    moderate-income census tract

    Legacy Huntington Bank branch at:


    17121 Chagrin Blvd., Shaker
    Heights, Ohio 44120
    (Cuyahoga County)
    upper-income census tract

    0.27 mile

    Legacy FirstMerit Bank branch at:


    411 Adams St., Toledo, Ohio 43604
    (Lucas County)
    moderate-income census tract

    Legacy Huntington Bank branch at:


    519 Madison Ave., Toledo, Ohio
    43604
    (Lucas County)
    moderate-income census tract

    0.16 mile

    Legacy Huntington Bank branch at:


    101 East Washington St., New
    Castle, Pennsylvania 16101
    (Lawrence County)
    moderate- income census tract

    Legacy FirstMerit Bank branch at:


    11 S. Mill St., New Castle,
    Pennsylvania 16101
    (Lawrence County)
    moderate-income census tract

    0.09 mile

    0.28 mile

    Mr. Allen M. Brown


    March 31, 2016
    Page 7
    Explanations:
    Legacy FirstMerit Bank branch at 21 N. Beacon Blvd., Grand Haven, Michigan
    The consolidating FirstMerit Bank branch is in the town of Grand Haven, Michigan, where
    customers primarily travel by car. The branch is at the corner of N. Beacon Blvd. and Columbus
    Avenue. The FirstMerit Bank branch has very few deposits (less than $3 million) and a very low
    number of teller transactions. Huntington Bank will continue to serve this community with three
    branches within five minutes of the consolidating branch. The receiving Huntington Bank
    branch is 0.87 mile from the consolidating FirstMerit Bank branch due south on Beacon Blvd.
    (1300 S. Beacon Blvd.). It has five drive-thru teller lanes and a drive-up Automated Teller
    Machine (ATM). In addition to the receiving Huntington Bank branch, there is also the nearby
    Huntington Bank Spring Lake branch, which is 1.56 miles northeast of the consolidating branch
    and the Grand Haven Meijer in-store branch, which is 1.69 miles to the south. Please see Map 1
    in the Appendix, which illustrates the relationship of the consolidating FirstMerit Bank branch
    and the Huntington Bank branches in the Grand Haven area.
    Legacy FirstMerit Bank branch at 430 Northfield Rd., Bedford, Ohio The
    consolidating branch is located in a suburban area where customers primarily travel by car. The
    consolidating branch is located in an older facility, in the out-lot of a Wal-Mart anchored center.
    The Wal-Mart is reported to be closing in 2016. Huntington Bank will continue to serve this
    community through the receiving Huntington Bank branch at 5321 Warrensville Rd., which is
    only 0.72 mile away (just over a three-minute drive-time); the drive is relatively simple drive
    west on Rockside Rd., then south on Dunham Road. The receiving Huntington Bank branch
    offers full-service banking as well as extended hours for customer convenience. Huntington
    Bank has recently added an additional walk-up ATM and a Teller Pod at the Southgate location.
    We believe that the customer impact of consolidating the FirstMerit Bank location is minimized
    because most of the customers using the consolidating branch live West of I-271 and South of
    I-480, near the receiving Huntington Bank branch. Additionally, the existing Huntington Bank
    Turney Dunham branch (2.72 miles away) offers drive-up convenience with three drive-thru
    teller windows and a drive-up ATM; and there is a FirstMerit Bank branch located 2.14 miles
    northeast of the consolidating branch at 4834 Richmond Road in Warrensville Heights, Ohio that
    offers two drive-thru teller lanes and a drive-up ATM. The receiving Huntington Bank branch
    has ample capacity to handle the additional traffic from the consolidating branch. Please see
    Map 2 in the Appendix which illustrates the relationship of the branches in the area.
    Legacy FirstMerit Bank Branch at 11427 Euclid Avenue, Cleveland, Ohio The
    consolidating branch is in an urban area where customers either use cars or walk as their primary
    modes of transportation. There is a dichotomy of customers in the area due to the large presence
    of the Cleveland Clinic and University Hospital; doctors/faculty drive to/from work at the nearby
    hospitals. In addition, Case Western Reserve University has a large pedestrian population. The
    consolidating branch is newly opened in a recently constructed building and has struggled to
    open accounts and draw customers. Huntington Bank will continue to serve this community
    through the Huntington Bank branch at 11457 Mayfield Road (only 0.08 mile away, a short walk

    Mr. Allen M. Brown


    March 31, 2016
    Page 8
    or less than one-minute drive-time). The receiving Huntington Bank branch offers designated
    parking for customers and has an existing deposit base of $29 million (versus less than $1
    million at the consolidating branch). Please see Map 3 in the Appendix which illustrates the
    relationship of the consolidating and receiving branches. We believe that the customer impact of
    consolidating this location is minimized due to the close proximity and the low volume of
    customers utilizing the existing FirstMerit Bank branch. The receiving Huntington Bank branch
    has ample capacity to handle the additional traffic from the consolidating branch.
    Legacy FirstMerit Bank branch at 6939 E. Broad St., Columbus, Ohio The
    consolidating facility is located in a suburban area of Columbus where customers primarily
    travel by car. The consolidating branch is an in-line branch with no drive-thru located in the
    same shopping center as the receiving Huntington Bank branch. The receiving branch is a fullservice in-store branch in a Giant Eagle that is located less than 400 feet from the consolidating
    branch. Please see Map 4 in the Appendix A which illustrates the relationship of the
    consolidating and receiving branches. The in-store branch has multiple teller stations and an
    ATM and can sufficiently serve the expanded customer base. Compared to the consolidating
    branch, the receiving in-store branch offers extended banking hours and is open seven days a
    week and, as such, will positively impact customers. For customers needing drive-thru access,
    there is another Huntington Bank branch with a five-lane drive-thru and drive-up ATM that is
    only two miles (a four-minute drive) along Broad Street.
    Legacy Huntington Bank branch at 1500 East Main Street, Kent, Ohio The
    consolidating branch is in a suburban area, adjoining Kent State University. Customers
    generally use a car as a means of transportation, but the student population is also likely to walk
    between campus and neighboring businesses. The consolidating Huntington Bank branch is
    located on a sub-standard site. The older branch is mid-block, sits back off the road and has oneway site circulation, limited parking, a one-lane drive-thru with no bypass and no drive-up ATM.
    Huntington Bank will serve this community through the receiving FirstMerit Bank branch at
    1729 State Rt. 59, which is located only 0.28 mile away (less than one-minute drive-time). This
    location offers far superior visibility and access. It is on a corner out-lot of the Acme-anchored
    shopping center (Cleveland/Akron grocer). The location offers two drive-thru lanes and a driveup ATM. It also has signalized access and multiple points of ingress/egress into the center, as
    well as a bypass for drive-thru traffic. We believe that the customer impact of consolidating this
    location is minimized by the superior facility located near one of the daily needs providers.
    Students/pedestrians who may have walked to the consolidating Huntington Bank branch will
    have the additional option of using a walk-up ATM at the corner of Route 59 (Main St.) and
    Lincoln. This ATM is exterior and is located next to a campus bookstore, Starbucks and the
    university bus/circulator stop. Please see Map 5 in the Appendix A which illustrates the
    relationship of the branches and the ATM. The receiving FirstMerit Bank branch has ample
    capacity to handle the additional traffic from the consolidating branch.
    Legacy Huntington Bank branch at 6550 N. Ridge Rd., Madison, Ohio The
    consolidating branch is located in a small town where customers travel primarily by car. The

    Mr. Allen M. Brown


    March 31, 2016
    Page 9
    consolidating Huntington Bank branch is only 0.17 mile (less than one-minute drive-time) from
    the receiving FirstMerit Bank branch. In addition, the consolidating Huntington Bank branch is
    located in the same center as a Huntington Bank Giant Eagle in-store branch. The consolidating
    branch does not have signalized access, has an unattractive facade for a bank branch, three drivethru lanes and a drive-up ATM. Huntington Bank will serve this community through the
    FirstMerit Bank receiving branch at 6565 N. Ridge Rd., which is located in the out-lot of a
    Tractor Supply and Peebles (local grocer) anchored shopping center. There is signalized access
    to the center, and the branch offers five drive-thru lanes and a drive-up ATM. We believe that
    the customer impact of consolidating this location is minimized because of the close proximity as
    well as the superior facility at the receiving FirstMerit Bank branch. Please see Map 6 in the
    Appendix which illustrates the relationship of the consolidating and receiving branches and
    shows the location of the nearby Huntington Bank Giant Eagle in-store branch. Additionally,
    there is a Giant Eagle in-store branch only 0.17 mile away, which offers full service banking and
    extended hours for added convenience. The receiving branch has ample capacity to handle the
    additional traffic from the consolidating branch.
    Legacy Huntington Bank branch at 58 S. Park Place, Painesville, Ohio The
    consolidating branch is in a suburban area where customers travel primarily by car. The
    consolidating Huntington Bank branch is located only 0.09 mile (less than one-minute drivetime) from the receiving FirstMerit Bank branch. Although the consolidating branch has three
    drive-thru lanes and a drive-up ATM, the access to the branch off of S. Park Place (town square)
    is not ideal; one-way circulation forces customers to enter from the town square and exit onto
    E. Washington St. Further, there is limited street-side parking and shared parking in the rear
    with a self-storage facility. Huntington Bank will serve this community through the receiving
    FirstMerit Bank branch at 56 Liberty St., which offers a more prominent and much larger
    building, visible from the town square. The receiving branch has 25,000 square feet of interior
    space, ample parking, four drive-thru lanes and a drive-up ATM. We believe that the customer
    impact of consolidating this location is minimized because customers in Painesville will be able
    to utilize a more easily accessed branch which has ample capacity to handle increased volume.
    Please see Map 7 in the Appendix A which illustrates the relationship of the consolidating and
    receiving branches.
    Legacy FirstMerit Bank branch at 3505 Lee Rd., Shaker Heights, Ohio The
    consolidating branch is in a dense suburban area where customers travel through a mixture of
    cars, public transportation and on foot. The consolidating branch is located only 0.27 mile (less
    than one-minute drive-time) to the Huntington Bank branch. The two branches are within
    walking distance in shopping centers that front opposite sides of the same street. Although the
    consolidating and receiving branches are located in different census tracts, the shopping centers
    both serve the same neighborhood. The consolidating branch is located at the juncture of a busy
    five-street intersection. The location is a smaller format building with limited parking and
    challenging access; it has two drive-thru lanes and a drive-up ATM. Huntington Bank will
    continue to serve this community through the Huntington Bank receiving branch at 17121
    Chagrin Blvd. The receiving branch is a newer building in front of an adjoining retail/grocery

    Mr. Allen M. Brown


    March 31, 2016
    Page 10
    center with signalized access and multiple points of ingress/egress. Huntington Bank recognizes
    that the receiving branch has only two drive-thru lanes and a drive-up ATM, which could
    become busy. As a means of mitigating the capacity concerns, Huntington Bank will retain the
    rights to the consolidating branch's drive-thru and will install additional drive-up ATMs. We
    believe that the customer impact of consolidating this location is minimized because customers
    will have the opportunity to utilize the receiving branchs and the consolidating branch's drivethru for transactions. This combination of branches will have the capacity to handle the
    transaction needs of the consolidating branch. Huntington Bank also operates six other branches
    within four miles of the consolidating branch. Please see Map 8 in the Appendix which
    illustrates the relationship of the consolidating and receiving branches.
    Legacy FirstMerit Bank branch at 411 Adams St., Toledo, Ohio Huntington Bank
    will continue to serve this community at the Huntington Bank receiving branch located on the
    first floor of the Huntington Regional Headquarters building at 519 Madison Avenue. The
    consolidating branch is only 0.16 mile away. Both branches are in the main part of downtown
    Toledo where the two primary means of transportation are by foot or by car. The two locations
    are only a four-minute walk or a one-minute drive apart and there is ample public parking around
    the receiving branch. Please see Map 9 in the Appendix which illustrates the relationship of the
    consolidating and receiving branches. The receiving Huntington Bank branch has sufficient
    capacity to handle the additional traffic.
    Legacy Huntington Bank branch at 101 East Washington St., New Castle,
    Pennsylvania The consolidating Huntington Bank branch is located in downtown New Castle,
    PA. It has a walk-up ATM, as well as two drive-thru teller lanes accessed from Sycamore
    Street. Huntington Bank will continue to serve the downtown New Castle community with the
    nearby FirstMerit Bank receiving branch. The receiving branch is a newer facility and is located
    one block east of the consolidating Huntington branch at the corner of E. Washington Street and
    S. Mill Street (only 0.09 mile away). The receiving FirstMerit Bank branch has two walk-up
    ATMs, but does not have a drive-thru attached to the building, For this reason, Huntington Bank
    will retain the current two drive-thru lanes on Sycamore Street from the consolidating branch;
    only the lobby operations of the consolidating branch will be closed. As a result, there will be no
    change to the drive-thru capacity or to the drive-thru location. Accordingly, the legacy
    Huntington Bank branch customers will experience no change in their drive-thru service and the
    legacy FirstMerit Bank branch customers will gain the convenience of drive-thru service. The
    receiving branch and the retained drive-thru location have sufficient capacity to handle the
    additional traffic. Please see Map 10 in the Appendix which illustrates the relationship of the
    consolidating branch, the receiving branch and to the two drive-thru lanes on Sycamore Street.

    Mr. Allen M. Brown


    March 31, 2016
    Page 11
    2. Closures in LMI Census Tracts
    Of the 45 closings, only three close a facility located in an LMI census tract (two are
    branches and one is a limited service facility) and all three involve distances of 0.36 mile or less.
    These closings are detailed below:
    Location of Closing Branch

    Location of Receiving Branch

    Distance Between
    the Branches

    Legacy Huntington Bank branch at:


    130 N. Jefferson Ave., Saginaw,
    Michigan 48607
    (Saginaw County)
    low-income census tract

    Legacy FirstMerit Bank branch at:


    101 N. Washington Avenue,
    Saginaw, Michigan 48607
    (Saginaw County)
    low-income census tract

    0.21 mile

    Legacy Huntington Bank branch at:


    39 E. Market St., Akron, Ohio 44308
    (Summit County)
    low-income census tract

    Legacy FirstMerit Bank branch at:


    106 S. Main St., Akron, Ohio 44308
    (Summit Country)
    low-income census tract

    0.22 mile

    Legacy FirstMerit Bank branch at:


    111 W. Rich St, Columbus, Ohio
    43215
    (Franklin County)
    licensed limited-service facility
    moderate-income census tract

    Legacy Huntington Bank branch at:


    17 S. High Street, Columbus, Ohio
    43215
    (Franklin County)
    moderate-income census tract

    0.36 mile

    Explanations:
    Legacy Huntington Bank branch at 130 N. Jefferson Ave., Saginaw, Michigan The
    closing branch is located in the urban downtown of Saginaw, Michigan, where customers
    primarily travel by car or on foot. Huntington Bank will serve this community through the
    FirstMerit Bank receiving branch at 101 N. Washington Avenue, Saginaw, Michigan. The
    receiving branch is less than 600 yards away, which is a five-minute walk or less than a oneminute drive. The receiving branch is a much more prominent location in a large office tower
    located in the heart of the downtown. The closing branch is located four blocks east in the
    middle of parking lots. Although the receiving branch has no drive-thru lanes versus two at the
    closing branch, there is a FirstMerit Bank branch with five drive-thru lanes less than one mile
    away on one of the main routes into downtown. The legacy FirstMerit Bank customers will not

    Mr. Allen M. Brown


    March 31, 2016
    Page 12
    see a change to the branch network in the downtown area and will have a net increase of two
    branches in the Saginaw market. The legacy Huntington Bank customers will have a net
    increase of one branch in the downtown and a net increase of eight branches in the market. Two
    maps are included in the Appendix concerning this consolidation. Map 11-A shows the
    relationship of the consolidating branch to the receiving branch. Map 11-B shows the
    relationship of the consolidating branch to both the receiving branch and to the nearby branch
    with a five-lane drive-thru.
    Legacy Huntington Bank branch at 39 E. Market St., Akron, Ohio The closing
    branch is in downtown Akron where customers primarily travel on foot, walking from nearby
    buildings/businesses. The closing branch is located in a six-story building across from the
    seven-story WKYC building. The closing branch has a limited presence in downtown Akron,
    however, as it is located too far north, outside of the financial district. Further, the branch is
    located in a maintenance-challenged building where Huntington Bank has been removing
    colleagues due to on-going issues with the facility. The interior space is not customer-friendly
    based on its lack of a teller line (tellers perform transactions sitting at desks). Huntington Bank
    will continue to serve this community through the FirstMerit Bank receiving branch at 106 S.
    Main St., which is located in the heart of the financial district. The branch is the current
    Corporate Headquarters for FirstMerit Bank and has significant prominence and long-standing
    history in downtown Akron. We believe that the customer impact of closing this location is
    minimized by the fact that a pedestrian is able to traverse nearly the entire distance from the
    closing to the receiving branch in underground tunnels connecting each of the buildings along
    Main St. (0.22 mile away). The receiving branch will have ample capacity to handle the
    additional traffic from the closing branch. Please see Map 12 in the Appendix which illustrates
    the relationship of the downtown Akron facilities.
    Legacy FirstMerit Bank Licensed Limited Service Facility at 111 W. Rich St,
    Columbus, Ohio The closing facility is located in an urban, downtown area near other
    commercial buildings. It is primarily used as a commercial lending facility without retail walkin traffic; the location only accepts deposits from commercial customers who may request to
    make such a transaction. The Huntington Bank receiving branch at 17 S. High St., Columbus,
    Ohio, is 0.36 mile away and is Huntington Bank's most prominent downtown branch. It is
    located next to Huntingtons Corporate Headquarters. Given the limited scope of the services
    offered at the closing facility as well as the proximity to the receiving branch, no impact to the
    community is expected. There are also two other Huntington Bank/FirstMerit Bank branches
    (combined) within a five-minute drive-time of the closing facility. Please see Map 13 in the
    Appendix which illustrates the relationship between the consolidating FirstMerit Bank licensed
    limited service facility and Huntington Bank locations in the immediate area.

    Mr. Allen M. Brown


    March 31, 2016
    Page 13
    3. Consolidations in majority-minority census tracts
    Of the 62 short-distance branch consolidations, only five consolidate a branch located in
    a majority-minority census tract. These consolidations are detailed below:
    Location of Consolidating Branch

    Location of Receiving Branch

    Distance Between
    the Branches

    Legacy FirstMerit Bank branch at:


    430 Northfield Rd., Bedford, Ohio
    44146
    (Cuyahoga County)
    census tract is 50.4% minority

    Legacy Huntington Bank branch at:


    5321 Warrensville Rd., Maple
    Heights, Ohio 44137
    (Cuyahoga County)
    census tract is 83.9% minority

    Legacy FirstMerit Bank branch at:


    25 West Prospect Avenue, Cleveland,
    Ohio 44115
    (Cuyahoga County)
    census tract is 51.3% minority

    Legacy FirstMerit Bank branch at:


    200 Public Square, Cleveland, Ohio
    44114 (Cuyahoga Country)
    census tract is 51.3% minority

    Legacy FirstMerit Bank branch at:


    3505 Lee Rd., Shaker Heights, Ohio
    44120
    (Cuyahoga County)
    census tract is 82.1% minority

    Legacy Huntington Bank branch at:


    17121 Chagrin Blvd., Shaker
    Heights, Ohio 44120
    (Cuyahoga County)
    census tract is 33.1% minority

    0.27 mile

    Legacy FirstMerit Bank branch at:


    411 Adams St., Toledo, Ohio 43604
    (Lucas County)
    census tract is 57.7% minority

    Legacy Huntington Bank branch at:


    519 Madison Ave., Toledo, Ohio
    43604
    (Lucas County)
    census tract is 57.7% minority

    0.16 mile

    Legacy Huntington Bank branch at:


    101 East Washington St.,
    New Castle, Pennsylvania 16101
    (Lawrence County)
    census tract is 50.1% minority

    Legacy FirstMerit Bank branch at:


    11 S. Mill St.,
    New Castle, Pennsylvania 16101
    (Lawrence County)
    census tract is 50.1% minority

    0.09 mile

    0.72 mile

    0.14 mile

    Mr. Allen M. Brown


    March 31, 2016
    Page 14
    Explanations:
    Legacy FirstMerit Bank branch at 430 Northfield Rd., Bedford, Ohio This branch
    is located in an LMI census tract. Please see above for the detailed reasons it was consolidated
    into a nearby branch.
    Legacy FirstMerit Bank branch at 25 West Prospect Avenue, Cleveland, Ohio The
    consolidating branch is located in downtown Cleveland where customers primarily walk from
    neighboring businesses/buildings. Huntington Bank will continue to serve this community
    through the Huntington Bank branch located at 200 Public Square (0.14 mile away from the
    consolidating branch). The receiving Huntington Bank branch can be accessed on foot by
    walking north on Ontario Street and then taking a right turn onto S. Roadway (Euclid Ave.). The
    receiver branch is part of the "Huntington" building, which is the regional headquarters for
    Huntington in Cleveland. The receiving branch offers both interior and exterior access as well as
    a street-facing ATM. Huntington Bank plans on retaining one or more ATMs in a smaller space
    at the consolidating FirstMerit Bank branch location (subject to landlord negotiations). In
    addition, Huntington Bank has an existing walk-up ATM at Tower City, which will help to
    service transactions. We believe that the customer impact of consolidating this location is
    minimized because of the multiple ATM touchpoints that will be available at the Tower City
    Center as well as Huntington Bank's prominent location on the city square. Huntington Bank
    also has a branch at 905 Euclid Avenue (0.30 mile from Public Square) to serve customers in
    downtown Cleveland. Please see Map 14 in the Appendix which shows the relationship between
    the consolidating FirstMerit Bank branch and the Huntington Bank locations in the immediate
    area. The receiving branch has ample capacity to handle the additional traffic from the
    consolidating branch
    Legacy FirstMerit Bank branch at 3505 Lee Rd., Shaker Heights, Ohio This branch
    is located in an LMI census tract. Please see above for the detailed reasons it was consolidated
    into a nearby branch.
    Legacy FirstMerit Bank branch at 411 Adams St., Toledo, Ohio This branch is
    located in an LMI census tract. Please see above for the detailed reasons it was consolidated into
    a nearby branch.
    Legacy Huntington Bank branch at 101 East Washington St., New Castle,
    Pennsylvania This branch is located in an LMI census tract. Please see above for the detailed
    reasons it was consolidated into a nearby branch.

    Mr. Allen M. Brown


    March 31, 2016
    Page 15
    4. Closings in majority-minority census tracts
    Of the 45 closings, only one closes a branch located in a majority-minority census tract
    and the receiving branch is only 0.21 mile from the closing branch.
    This closure is detailed below:
    Location of Closing Branch
    Legacy Huntington Bank branch at:
    130 N. Jefferson Ave., Saginaw,
    Michigan 48607
    (Saginaw County)
    census tract is 91.9% minority

    Location of Receiving Branch


    Legacy FirstMerit Bank branch at:
    101 N. Washington Avenue,
    Saginaw, Michigan 48607
    (Saginaw County)
    census tract is 91.9% minority

    Distance Between
    the Branches

    0.21 mile

    Explanation:
    Legacy Huntington Bank branch at 130 N. Jefferson Ave., Saginaw, Michigan This
    branch is located in an LMI census tract. Please see above for the detailed reasons it was
    consolidated into a nearby branch.
    E. Public benefits far outweigh the costs.
    Any limited inconvenience caused by the consolidations and closings in connection with
    the Proposed Transaction should be weighed against the significant benefits that the Proposed
    Transaction will bring to the customers of FirstMerit Bank and Huntington Bank and to the
    communities they serve. For example, both the legacy customers of FirstMerit Bank and
    Huntington Banks customers will benefit from the combined banks more extensive network of
    branches and ATMs. The legacy customers of FirstMerit Bank will also benefit from the
    extended branch hours of Huntington Bank branches on Saturdays, and such customers in Ohio
    and Michigan will enjoy the added convenience of Huntington Bank branches co-located in local
    major grocery stores, which are open seven days a week (including most holidays) and for longer
    hours than traditional branches.
    The customers of FirstMerit and FirstMerit Bank also will benefit from Huntington
    Banks award-winning customer service and innovative products in its Fair Play banking
    strategy, including its checking accounts with no minimum-balance requirement, no monthly
    service fee and no-fee debit card use, as well as its 24-Hour Grace feature on that product and
    all other consumer checking accounts. This feature allows customers with an overdraft balance
    to make a deposit the next business day to clear the overdraft and avoid a fee. Huntington Bank
    also is one of the only banks in the country to credit same-day deposits made up to midnight,

    Mr. Allen M. Brown


    March 31, 2016
    Page 16
    including deposits made on mobile devices and at ATMs through the banks All-Day DepositSM
    solution. In addition, Huntington Bank offers no-fee automated transfers (to support
    maintenance of positive checking account balances) and no monthly maintenance fees on any
    savings account linked to the Asterisk-Free Checking account. Further, checking account
    customers can also sign up for email or text messages if their accounts are overdrawn.
    Huntington and Huntington Bank will provide the former customers of FirstMerit Bank
    with a broader set of product and service offerings, including, among others: additional deposit
    products and loan programs designed to benefit underserved populations and communities, as
    well as small businesses; various commercial, trust/fiduciary, wealth and investment
    management, institutional and public sector banking products and services; and personal and
    commercial lines of insurance products and services that are not available at FirstMerit Bank.
    Huntington Banks highly-rated customer service and broad suite of products and services have
    helped to grow its customer base in the past four years by more than 38% for consumer depositor
    relationships and 22% for commercial relationships. For example, Huntington Bank offers
    additional low-cost checking and savings accounts with minimum balance criteria. In addition,
    Huntington Bank offers an extensive range of business checking and savings accounts, including
    its low-cost Community Checking Account (with no monthly fees for businesses that have up to
    100 transactions) and Business Premier Savings Account, and offers payables/receivables
    management (lockbox, vault, deposit and merchant services), Treasury and foreign exchange
    services for small and larger businesses alike.
    As is detailed in the Application and Section II below, Huntington Bank also offers
    innovative lending programs, including those that assist underserved groups of customers. For
    example, Huntington Banks proprietary Community Access Mortgage loan program assists LMI
    borrowers or borrowers in LMI communities to purchase or refinance residences by offering
    flexible underwriting criteria and low-cost features.
    In addition, Huntington Bank offers its Consumer First Mortgage program, which is
    designed to provide a convenient, low-cost refinancing of a residence and/or cash-out option
    with no private mortgage insurance (PMI) requirements. Huntington Bank has also
    implemented an unsecured home improvement loan program to help provide credit to
    homeowners in LMI communities who are unable to qualify for traditional home equity loans
    because of decreased home values and/or compromised credit. In addition, Huntington Banks
    other home equity loans and lines of credit generally are more advantageous to customers than
    those at FirstMerit Bank. Huntington Banks home equity loan product allows customers to
    choose an escrow option, which is not available at FirstMerit Bank. In addition, Huntington
    Banks home equity loan and line of credit product products allow for a maximum loan-to-value
    (LTV) limit of 100% LTV, which is higher than that at FirstMerit Bank. As detailed in the
    Application and in Section II below, Huntington Bank also actively participates in a variety of
    national, state and locally based mortgage lending programs designed to assist LMI individuals
    and LMI or minority communities.

    Mr. Allen M. Brown


    March 31, 2016
    Page 17
    As a more active lender for Small Business Administration loan programs than FirstMerit
    Bank, Huntington Bank offers additional loan opportunities for legacy FirstMerit Bank small
    business customers. Huntington Bank is also an active participant in a number of statesponsored programs designed to assist small businesses.
    Commercial customers also will benefit from Huntington Banks larger lending limit for
    individual borrowers, attracting a wider scope of commercial loan customers. Huntington Bank
    offers additional products and services for commercial customers that are not available at
    FirstMerit Bank. FirstMerit Banks public sector customers also will benefit from Huntington
    Banks enhanced capabilities.
    In addition, Huntington Bank offers specialized industry expertise in offering tailored
    products and services to the following industries operating in the Midwest: food and
    agribusiness financing, healthcare, franchises and energy. Through its Private Client Group
    (PCG), Huntington Bank and Huntington Investment Company offer private banking,
    fiduciary and wealth and investment management services that are not available at FirstMerit.
    Clients of Huntington Banks PCG are assigned a dedicated Private Banker who functions as the
    private banking customers overall Relationship Manager and provides a wider array of deposit,
    loan and fiduciary products and services than are currently available at FirstMerit Bank. Due to
    the larger size and scale of Huntington Banks fiduciary business, the bank offers a broader array
    of trust products than FirstMerit Bank currently offers.
    Huntington Banks corporate trust services and retirement plan services offer more scale
    and expanded product offerings with nationally known industry partners than those available
    through FirstMerit Bank. Huntington Banks fiduciary business also offers expanded product
    and service offerings. Huntington Bank will be able to incorporate FirstMerit Bank fiduciary
    service customers into its centralized processing of irrevocable life insurance trusts and real
    estate trust services.
    In addition, Huntington provides securities brokerage and investment advisory services
    for individuals and commercial customers, activities that FirstMerit currently offers only through
    outsourced third-party arrangements. Huntingtons broker-dealer services will offer legacy
    FirstMerit Bank customers with improved new account set-up and document imaging workflow
    capabilities, as well as financial planning and other tools and vendor relationships, which will
    improve the customer experience. Further, through its commercial and personal lines insurance
    agency, Huntington Insurance, Inc., Huntington offers a broader array of insurance products and
    insurance-related consultative services which meet more needs of customers than what is
    available at FirstMerit Bank.
    Huntington Bank will continue its high level of community development lending,
    investment and services, throughout the combined organizations footprint, taking into account
    the Proposed Transaction. In addition, Huntington has agreed in the merger agreement between
    Huntington and FirstMerit to establish, before the Proposed Transaction closes, a new charitable

    Mr. Allen M. Brown


    March 31, 2016
    Page 18
    foundation to support community development in Akron, Ohio, which will be overseen by an
    initial three-member board of trustees. This board will be composed of one member of
    Huntingtons board of directors and two members domiciled in the greater Akron area selected
    from the four members of FirstMerits board of directors who will join Huntingtons board after
    the Closing. This new charitable foundation will be funded with at least $20 million over a 10year period. In addition, Huntington has agreed to contribute $5 million over the same 10-year
    period to The Huntington Foundation for the express purpose to provide additional community
    development support in the greater Canton, Ohio and Flint, Michigan communities.
    To minimize any economic impact to Akron, Huntington has also agreed in the merger
    agreement to: (1) establish an operations/call center within Akron (or in a city with a Joint
    Economic Development Agreement with Akron) and use reasonable best efforts to ensure that
    such operations/call center is fully operational by no later than the date of the second anniversary
    of the Proposed Transactions Closing date, and (2) use reasonable best efforts to maintain
    employment levels in Akron that are consistent with FirstMerits employment levels as of the
    Proposed Transactions date of Closing, by no later than the second anniversary of such date.
    For all of these reasons, the expected benefits of the Proposed Transaction to the
    customers and communities served by FirstMerit and Huntington outweigh any minimal
    inconvenience that might result from the planned branch consolidations and closures.
    II. Huntington Banks HMDA Lending Record
    The March 19 E-mail criticizes Huntington Banks lending record, based on its reported
    2014 HMDA data, alleging there were racial disparities in the banks mortgage lending activity
    in its Akron and Cleveland, Ohio assessment areas. In particular, the March 19 E-mail alleges
    that Huntington Bank made a disproportionately low number of home purchase, refinance and
    home improvement loans to African American and Latino borrowers, and disproportionately
    denied applications of African American and Latino borrowers for refinance and home
    improvement loans, as compared to non-minority borrowers and applicants.
    Any implication in the March 19 E-mail that Huntington Bank has engaged in prohibited
    discrimination in its home mortgage lending is unfounded. As a preliminary matter, the Board
    has long recognized that the full scope of information critical to an institutions credit decisions
    is not available from HMDA data and, therefore, HMDA data disparities must be evaluated in
    the context of other information regarding an institutions lending record. 5 For example, when
    conducting fair lending examinations of an institution, examiners review other data relevant to
    credit decisions, such as credit history, debt-to-income (DTI) ratios and LTV ratios. The

    E.g., CIT Group, Inc., FRB Order No. 2015-20 (July 19, 2015); First Union Corporation, 83 Federal Reserve
    Bulletin 1012 (1997).

    Mr. Allen M. Brown


    March 31, 2016
    Page 19
    Board also considers the institutions fair lending compliance program and record and its riskmanagement framework.
    Huntington Bank is firmly committed to making its credit products and services available
    to prospective and existing customers on a fair and equitable basis, in strict compliance with both
    the letter and spirit of the fair lending laws and regulations. A summary of Huntington Banks
    Fair Lending Program (the Program), which includes its Fair and Responsible Banking Policy
    (the Policy), is provided in Exhibit 14 of the Application. The Program applies to all business
    units and operational areas of Huntington Bank that are responsible for product development,
    sales, marketing, credit risk, pricing, origination and servicing practices. As noted in the
    Application, the Programs components cover: board and management oversight, policies and
    procedures, risk assessment, monitoring and testing, internal controls, training and customer
    complaint response. The monitoring, testing and internal controls to help ensure compliance
    with fair lending laws and regulations include, among others: (1) fair lending risk assessments
    that are conducted annually or more frequently, as needed, which include quantitative and
    qualitative analyses and an assessment of the quality of the controls and resulting residual risks;
    (2) a second review program; (3) required review and approval by Huntington Banks Fair
    Lending Compliance Officer (FLCO) of proposed changes to credit underwriting policies and
    procedures, credit risk or scoring models, pricing policies and tools, or other credit-related
    models; (4) due diligence and oversight of any third-party lending relationships; (5) testing and
    monitoring of HMDA data by the independent, centralized Compliance Team to ensure data
    accuracy, completeness and integrity; (6) statistical tests (including regression analysis) by the
    Compliance Team to detect any meaningful disparities; (7) matched-pair analyses, not less than
    annually, on all consumer lending products, including home mortgage loans, pursuant to which
    applicants from a protected class compared to similarly situated applicants who are not in a
    protected classes to detect possible disparate treatment with respect to credit decisions and
    pricing; (8) audits of the effectiveness of the Policy and Program by Internal Audit and
    monitoring of any remediation actions; and (9) periodic reporting of fair lending compliance risk
    assessments, issues and trends to senior management and the Community Development
    Committee and Risk Committee of Huntington Banks board of directors. Huntington Bank also
    has a robust customer complaint system that includes root cause and trend analysis, escalation of
    any fair lending-based complaints and tracking and monitoring of complaint resolutions.
    In addition, Huntington conducts extensive fair lending compliance training for its
    employees. Employees in multiple business lines reporting up to the Chief Risk Officer, Chief
    Compliance Officer, Chief Credit Officer, Chief Technology and Operations Officer must
    complete training annually, including employees in: Regional Banking, Private Client Group,
    Retail and Business Banking, Commercial Banking, Commercial Real Estate, Auto Finance and
    Human Resources. Employees are assigned one or more of the fair lending compliance training
    modules on an annual basis. In addition, annual compliance training for Huntington Banks
    board of directors covers fair lending compliance, and the boards Community Development
    Committee receives annual fair lending compliance training. Training is monitored and tracked
    and subject to accountability measures. Successful completion of training is reported to

    Mr. Allen M. Brown


    March 31, 2016
    Page 20
    Corporate Compliance, Segment Risk and the Community Development Committee of
    Huntington Banks board of directors, and segment-level completion of the training is monitored
    and reported to senior and executive management in risk assessments. A portion of performance
    evaluations is based on successful completion of assigned training.
    Information on the bases for the denials of home loan applications supports the view that
    Huntington Bank does not engage in prohibited discrimination in its mortgage lending. A review
    of Huntington Banks denials of home loan applications from African Americans and
    Hispanics/Latinos, as reported under HMDA in 2014, demonstrates that such actions were based
    on objective reasons unrelated to the race or ethnicity of the applicant or neighborhood where the
    subject property was located. The substantial majority of the denials were due to the collateral,
    credit history, incomplete credit applications and DTI ratios, as can be seen by the percentages
    below:
    (1) Akron
    (a) African American applicantscollateral (17%), incomplete credit application
    (13.8%), credit history (58.6%), DTI ratio (6.9%) and insufficient cash
    availability (3.4%).
    (b) Hispanic/Latino applicants 6collateral (37.5%), incomplete credit application
    (37.5%) and credit history (25.0%).
    (2) Cleveland
    (a) African American applicantscollateral (17.7%), incomplete credit application
    (12.0%), credit history (61.1%), DTI ratio (7.3%), employment history (0.3%),
    insufficient cash availability (0.6%), and unverifiable information (0.3%). 7
    (b) Hispanic/Latino applicantscollateral (14.9%), incomplete credit application
    (20.8%), credit history (47.5 %), DTI ratio (12.9%), employment history (1.0%)
    and unverifiable information (1.0%). 8
    For all these reasons and based on all the facts and circumstances, there is no basis to
    conclude that Huntington Bank has engaged in discriminatory home mortgage lending practices.

    Hispanics/Latinos represent only 1.5% of the population in the Akron Metropolitan Statistical Area.

    In addition, 0.63% had a denial reason of other. The HMDA reporting rules indicate that the denial reason
    should be reported as other if the denial is for a reason other than: DTI ratio; employment history; credit history;
    collateral; insufficient cash availability; unverifiable information; incomplete credit application; or mortgage
    insurance denied.

    In addition, 2.0% had a denial reason of other.

    Mr. Allen M. Brown


    March 31, 2016
    Page 21
    Moreover, the March 19 E-mail ignores Huntington Banks many affordable mortgage
    loan programs and community development activities to increase affordable housing
    opportunities for LMI individuals and communities, which include many minority residents in
    the banks assessment areas. As noted in the Application and Section I above, Huntington Bank
    offers a proprietary affordable home mortgage loan program, the Community Access Mortgage
    program, to assist LMI borrowers or borrowers in LMI communities to purchase, refinance or
    improve residences. The Community Access Mortgage program allows higher LTV ratios and
    does not include either a PMI requirement or an interest rate adjustment for lower credit scores.
    Among the advantageous home equity loan programs offered by Huntington Bank, which
    are discussed in the Application and Section I above, is its proprietary Consumer First Mortgage
    program, which is designed to provide homeowners a convenient, low-cost refinancing of a
    residence and/or a cash-out option with no PMI requirement. In addition, after learning from
    community organizations in various markets that consumers in LMI census tracts needed small,
    affordable loans for home improvement purposes, Huntington Bank implemented an unsecured
    home improvement loan program for homeowners in LMI communities, which offers short-term
    loans (12-16 month terms) in amounts of $999 to $3,000 at an affordable fixed rate of 2.99%.
    Huntington Bank also actively participates in a variety of national, state and locally based
    mortgage lending programs designed to assist LMI individuals and LMI or minority
    communities, including programs of the Veterans Administration, the Federal Housing
    Administration, the Federal Home Loan Bank of Cincinnati (the Cincinnati FHLB), the U.S.
    Department of Agriculture and Fannie Mae. Examples of state and county-sponsored affordable
    mortgage programs in Ohio and Michigan in which Huntington Bank participates are listed in the
    Application. One such example is the Cuyahoga County Housing Enhancement Loan Program
    (the H.E.L.P. Program), which is designed to assist in the revitalization of Cleveland and its
    neighboring communities by offering affordable home improvement loans for alterations,
    repairs, maintenance, improvement, code violation compliance and other residential property
    upgrades. The H.E.L.P. Program is a linked-deposit program that provides reduced rates for
    borrowers through the purchase of reduced-yield certificates of deposit from the lender.
    In addition, Huntington Bank has taken actions to increase the number of home mortgage
    applications from, and loans to, LMI, African American and Hispanic/Latino borrowers. For
    example, in Akron, Huntington Bank has partnered with the East Akron Neighborhood
    Development Corporation (EANDC), an organization that works to improve communities by
    providing quality and affordable housing, comprehensive homeownership services and economic
    development opportunities. In northeast Ohio, Huntington Bank also has partnered with
    Neighborhood Housing Services of Greater Cleveland (NHS Cleveland), which works to
    strengthen urban neighborhoods and communities by offering various programs supporting
    affordable homeownership, including in collaboration with lenders and other third parties.
    Huntington Bank offers all of its mortgage products through its relationship with EANDC and
    NHS Cleveland, as well as its Hometown Mortgage, through these strategic partnerships. The
    Hometown Mortgage product allows flexible sources for down payment and/or closing costs.

    Mr. Allen M. Brown


    March 31, 2016
    Page 22
    Borrowers must have $500 of their own funds invested in the home purchase transaction, but
    sellers may pay closing costs, escrow items and prepaid items up to 6% of the sales price or
    appraised value of the property, whichever is less. Qualified borrowers are not limited to first
    time homebuyers, but they must be owner occupants and they cannot own other residential real
    estate at the time the Hometown Mortgage closes.
    Moreover, to increase lending and promote homeownership in LMI communities,
    Huntington is waiving its closing costs for borrowers purchasing or refinancing a home in an
    LMI census tract. This is a significant action to reduce the cost of homeownership in LMI
    communities.
    During the last four years, Huntington Bank has increased the number and percentage of
    its overall total HMDA loans originated to African American and Hispanic/Latino borrowers in
    its footprint. For example, in 2012, Huntington Bank originated 633 HMDA loans to African
    American borrowers and 285 HMDA loans to Hispanic/Latino borrowers. In 2015, HMDA loan
    originations had increased to 990 loans to African American borrowers and to 372 loans to
    Hispanic/Latino borrowers. During this same time period, the percentages of denials of HMDA
    loan applications from African American borrowers and Hispanic/Latino borrowers also steadily
    decreased each year. Those same improvements in lending to African American and
    Hispanic/Latino borrowers are generally found in Huntington Banks HMDA lending record for
    Ohio, including its Cleveland and Akron assessment areas, during the same time period.
    In addition, Huntington Bank continually seeks opportunities to participate in new,
    innovative affordable mortgage programs. For example, as noted in the Application, Huntington
    Bank is the largest participant in the newly-announced Detroit Home Mortgage Fund, through
    which home purchasers in Detroit will receive low-cost mortgage loans to cover the gaps
    between the amounts of mortgage loans needed, including for required repairs and
    rehabilitations, and the low appraised values of homes in Detroit. Disinvestment in the Detroit
    housing market has resulted in a large number of vacant homes, many of which require
    rehabilitation before they can be occupied. Due to low appraised values of homes caused by a
    lack of comparable sales prices in the Detroit market and exacerbated by large numbers of
    abandoned homes in many neighborhoods, homebuyers who wish to purchase and rehabilitate a
    home have trouble obtaining financing. To address this problem, Huntington Bank and four
    other program lenders, including FirstMerit Bank, have agreed to originate first and second
    mortgage loans, which would cover the cost to purchase and renovate the subject property, to
    qualified borrowers in Detroit and then sell the second mortgage loans to the Detroit Home
    Mortgage Fund. The Community Reinvestment Fund Inc., a non-profit organization, will act as
    servicer and program administrator to the Detroit Home Mortgage Fund. Furthermore,
    Huntington, through its subsidiary community development corporation, together with two other
    participating banks, has committed to provide initial funding to the Detroit Home Mortgage Fund
    of up to approximately $18.2 million in order to fund the purchase by the Detroit Home
    Mortgage Fund of the second mortgage loans originated by the program lenders. Huntington has
    committed to provide the most funding to the Detroit Home Mortgage Fund, initially

    Mr. Allen M. Brown


    March 31, 2016
    Page 23
    approximately $8.2 million. Huntington further agreed to provide funding up to a total of $18.5
    million (or up to 45% of the funding), if additional participating investors are admitted to the
    fund and its size increases. The Detroit Home Mortgage Fund will receive grants from the
    Michigan State Housing Development Authority and a guarantee by the Kresge Foundation, a
    non-profit organization. The Ford Foundation provided initial operating grants to the
    Community Reinvestment Fund Inc. to assist with the initial expenses related to the development
    and launch of the program. Under the new program, homebuyers with good credit and stable
    income may obtain a first mortgage for the appraised value of a home, minus a low down
    payment of only 3.5%, and a second mortgage of up to $75,000 will cover the gap between the
    homes appraised value and the sales price and/or the cost of renovations. This new innovative
    program should increase home ownership opportunities and property values for underserved
    residents and communities in Detroit, including minority individuals and communities.
    Also noteworthy is the leadership role that Huntington Bank has played in helping
    community organizations obtain Affordable Housing Program grants from the Cincinnati FHLB.
    For example, in the years 2012 through 2015, Huntington Bank has worked to obtain $18.6
    million of Affordable Housing grants, which exceeds that of any other member of the Cincinnati
    FHLB. These grants, representing nearly 19% of the total number of Affordable Housing
    Program grants during such time period, were to construct, rehabilitate or repair 1,814 affordable
    housing units. Such grants include those that involved Huntington Bank partnering with small
    institutions, which normally could not have participated in the Cincinnati FHLBs Affordable
    Housing Program.
    In addition, Huntington Bank has supported affordable housing development through its
    community development lending, investment and service activities. In Huntington Banks most
    recent CRA performance evaluation, dated January 1, 2012 (the 2012 Evaluation), the OCC
    reported that the banks community development lending in Ohio was excellent, including in its
    Cleveland assessment area which was subject to a full-scope review. The OCC also commended
    Huntington Banks qualified investment activity, particularly the number of its investments in
    individual low income housing tax credit (LIHTC) projects and single-investor funds where
    the bank was involved in the financing plans for the affordable housing projects. The
    Application identifies a number of examples of Huntington Banks community development
    loans and qualified investments during and since the evaluation period of the 2012 Evaluation,
    including those that support affordable housing projects.
    Since the 2012 Evaluation, Huntington Bank has made community development loans
    totaling $238.8 million in Cleveland and $70.7 million in Akron, and qualified investments
    totaling $39.6 million in Cleveland and $11.1 million in Akron. Examples of such loans and
    investments in Cleveland and Akron since the 2012 Evaluation that were focused on affordable
    housing development or rehabilitation include:

    A $4.0 million construction loan for a LIHTC project to create 30 affordable


    residential units in Cleveland.

    Mr. Allen M. Brown


    March 31, 2016
    Page 24

    A $5.1 million LIHTC investment to create 126 affordable family housing units in
    Cleveland.
    A $4.8 million loan to a LIHTC project to construct affordable single family homes in
    Akron.
    A $4.3 million LIHTC investment to create 60 affordable units of housing for special
    needs and homeless populations in Akron.

    As recognized in the 2012 Evaluation and discussed in the Application, Huntington Bank
    also has engaged in a high level of community development services throughout its assessment
    areas. Huntington Banks management and employees have volunteered their financial, business
    and technical expertise by serving on the boards of directors and committees and volunteering
    their time to various non-profit community organizations, including those that focus on
    providing affordable housing and other services. As part of these community development
    service efforts, Huntington Bank management and employees have addressed financial literacy
    needs through credit counseling, first-time home buyer seminars, foreclosure prevention
    workshops and other financial education programs targeted to LMI individuals throughout its
    assessment areas. Since the 2012 Evaluation, Huntington Banks employees have volunteered
    42,179 community development service hours throughout its footprint, including 4,895 hours in
    Cleveland and 1,325 hours in Akron.
    Huntington Banks wide ranging activities demonstrate its commitment to providing
    access to affordable housing to underserved residents and communities, including minority
    individuals and communities, directly and in partnership with governmental organizations, nonprofit community organizations and other participants.
    III. Comment Period Extension Request
    The March 19 E-mail requested an extension of the comment period. On March 10,
    2016, Huntington Bank and FirstMerit Bank published notices of the Application in (a) The
    Columbus Dispatch, a newspaper of general circulation in Columbus, Ohio, the city in which
    Huntingtons headquarters and Huntington Banks main office are located, and (b) the Akron
    Beacon Journal, a newspaper of general circulation in Akron, Ohio, the city in which
    FirstMerits headquarters and FirstMerit Banks main office are located. Huntington published
    such notices in accordance with the requirements of the Boards regulations. 9 Those notices
    invited comments on the Application, which was submitted to the Board on the same day, and
    noted that the due date for such comments was April 9, 2016. In addition, the Board published
    notice of the Application in the Federal Register on March 17, 2016, inviting the public to
    comment on the Application through April 15, 2016. Therefore, the comment period on the

    12 CFR 225.16(b).

    Mr. Allen M. Brown


    March 31, 2016
    Page 25
    Application is 36 days and remains open, providing interested members of the public an ample
    amount of time to comment on the Application.
    The Boards rules contemplate that the public comment period will not be extended
    absent a clear demonstration of hardship or other meritorious reasons for seeking additional
    time. 10 The March 19 E-mail, however, does not identify any facts or circumstances that would
    warrant an extension of the public comment period for the Application.
    Accordingly, the Board should deny the request to extend the public comment period on
    the Application.
    IV. Public Hearing Request
    The March 19 E-mail also asserted that the Board should hold public hearings on the
    Application. Section 3(b) of the Bank Holding Company Act does not require that the Board
    hold a public hearing on any application unless the appropriate supervisory authority of the bank
    to be acquired makes a timely written recommendation of denial of the application. 11 To
    Huntingtons knowledge, the Board has not received any such recommendation from the OCC.
    Under its rules, the Board may, in its discretion, hold a public hearing or meeting if
    appropriate to allow interested persons an opportunity to provide relevant testimony when
    written comments would not adequately represent their views. 12 However, the March 19 E-mail
    does not identify disputed issues of fact material to the Boards decision on the Application or
    that would be clarified by a public hearing or meeting. The March 19 E-mail also does not
    demonstrate why written comments cannot adequately present the commenters views, or those
    of other interested members of the public, or why a hearing or meeting otherwise would be
    necessary or appropriate.
    Accordingly, the Board should deny any such request for a public hearing on the
    Application.
    *******

    10

    12 CFR 262.25(b)(2).

    11

    12 U.S.C. 1842(b); 12 CFR 225.16(e).

    12

    12 CFR 225.16(e); 12 CFR 262.3(i)(2); see, e.g., CIT Group, Inc., FRB Order No. 2015-20 (July 19, 2015).

    Mr. Allen M. Brown


    March 31, 2016
    Page 26
    Once again, we appreciate this opportunity to respond. If you have any questions about
    this submission or need additional information, please do not hesitate to contact me (212/4031127) or my colleague, Jeffrey A. Watiker (212/403-1330).
    Sincerely,

    Patricia A. Robinson
    Attachments
    cc (via e-mail):
    Matthew Lee, Inner City Press/Fair Finance Watch
    Travis Wilbert, Office of the Comptroller of the Currency
    Carolina M. Ledesma, Office of the Comptroller of the Currency
    Richard A. Cheap, Huntington Bancshares Incorporated and
    The Huntington National Bank
    Helga S. Houston, Huntington Bancshares Incorporated and
    The Huntington National Bank
    Staci Glenn Short, Huntington Bancshares Incorporated and
    The Huntington National Bank
    Nicholas G. Demmo, Wachtell, Lipton, Rosen & Katz
    Richard K. Kim, Wachtell, Lipton, Rosen & Katz
    Mark F. Veblen, Wachtell, Lipton, Rosen & Katz
    Jeffrey A. Watiker, Wachtell, Lipton, Rosen & Katz

    Appendix

    #1
    ConsolidatingBranch:TheFirstMeritBankbranchlocatedat21NBeaconBlvd,GrandHaven,Michigan49417
    ReceivingBranch:TheHuntingtonBankbranchlocatedat1300SouthBeaconBlvd,GrandHaven,Michigan49417

    #2
    ConsolidatingBranch:TheFirstMeritbankbranchlocatedat430NorthfieldRd,Bedford,Ohio44146
    ReceivingBranch:TheHuntingtonbankbranchlocatedat5321WarrensvilleRd,MapleHeights,Ohio44137

    #3
    ConsolidatingBranch:TheFirstMeritbankbranchlocatedat11427EuclidAvenue,Cleveland,Ohio44114
    ReceivingBranch:TheHuntingtonbankbranchlocatedat11457MayfieldRoad,Cleveland,Ohio44106

    Afterthisphotowastaken,anew
    buildingcontainingthe
    consolidatingbranchwasbuilt

    #4
    ConsolidatingBranch:TheFirstMeritbankbranchlocatedat6939EBroadSt,Columbus,Ohio43213
    ReceivingBranch:TheHuntingtonbankbranchlocatedat6867EastBroadStreet,Columbus,Ohio43213

    #5
    ConsolidatingBranch:TheHuntingtonbankbranchlocatedat1500EastMainSt,Kent,Ohio
    44240ReceivingBranch:TheFirstMeritbankbranchlocatedat1729StateRt59,Kent,Ohio44240

    #6
    ConsolidatingBranch:TheHuntingtonbankbranchlocatedat6550NRidgeRd,Madison,Ohio44057
    ReceivingBranch:TheFirstMeritbankbranchlocatedat6565NRidgeRd,Madison,Ohio44057

    #7
    ConsolidatingBranch:TheHuntingtonbankbranchlocatedat58SParkPlace,Painesville,Ohio
    44077ReceivingBranch:TheFirstMeritbankbranchlocatedat56LibertySt,Painesville,Ohio44077

    #8
    ConsolidatingBranch:TheFirstMeritbankbranchlocatedat3505LeeRd,ShakerHeights,Ohio44120
    ReceivingBranch:TheHuntingtonbankbranchlocatedat17121ChagrinBlvd,ShakerHeights,Ohio44120

    #9
    ConsolidatingBranch:TheFirstMeritbankbranchlocatedat411AdamsSt,Toledo,Ohio43604
    ReceivingBranch:TheHuntingtonbankbranchlocatedat519MadisonAve,Toledo,Ohio43604

    #10
    ConsolidatingBranch:TheHuntingtonBankbranchlocatedat101EWashingtonSt,NewCastle,Pennsylvania
    16101ReceivingBranch:TheFirstMeritBankbranchlocatedat11SMillSt,NewCastle,Pennsylvania16101

    #11-A
    ClosingBranch:TheHuntingtonBankbranchlocatedat130NJeffersonAve.,Saginaw,Michigan48607
    ReceivingBranch:TheFirstMeritBankbranchlocatedat101NWashingtonAvenue,Saginaw,Michigan48607

    #11-B
    ClosingBranch:TheHuntingtonBankbranchlocatedat130NJeffersonAve.,Saginaw,Michigan48607
    ReceivingBranch:TheFirstMeritBankbranchlocatedat101NWashingtonAvenue,Saginaw,Michigan48607

    #12
    ClosingBranch:TheFirstMeritBankbranchlocatedat39E.MarketSt,Akron,Ohio44308
    ReceivingBranch:TheHuntingtonBankbranchlocatedat106SMainSt,Akron,Ohio44308

    #13
    ClosingBranch:TheFirstMeritbankbranchlocatedat111WRichSt,Columbus,Ohio43215
    ReceivingBranch:TheHuntingtonbankbranchlocatedat17SHighStreet,Columbus,Ohio43215

    #14
    ConsolidatingBranch:TheFirstMeritbankbranchlocatedat25WestProspectAvenue,Cleveland,Ohio44115
    ReceivingBranch:TheHuntingtonbankbranchlocatedat200PublicSquare,Cleveland,Ohio44114

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