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To: Kelley M&A Analysis Team

From: Thomas Mays, Senior Vice President of The Hoosier Bank

Subject: Big Merger On Walnut Street?

Mr. Isiah Knight, President and CEO of The Hoosier Bank is very concerned about a recent change in banking regulation coming from the state of Indiana. Banks in most metro areas of Indiana have previously been protected from outside competition by a law requiring banks to only operate in their hometowns metro areas. That law has just been repealed and local banks are now expecting to see smaller banks in each metro area acquired by gigantic global banks. Larger banks in each metro area are expected to be safe from acquisition threats because global banks would face higher regulatory scrutiny from both the State of Indiana and the Department of Justice (DOJ).

We are considering acquiring one of the banks smaller than us in the Bloomington metropolitan area local market. Mr. Knight wants to move faster than the global banks, and stay unchallenged by the Department of Justice. He believes Kirkwood Savings Bank would make a good target. Mr. Knight will call it a merger of equals and say the proposed merger is good for local Bloomington business. Do you foresee any legal ramifications or challenges from the DOJ with the proposed merger? Below is a deposit market share table of the 8 banks in Bloomington.

Rank:	Bank:	Deposits In The Bloomington Market:
1	The Hoosier Bank	$500,000
2	First Bank of Bloomington	$300,000
3	State Bank of Monroe County	$200,000
4	Kirkwood Savings Bank	$200,000
5	Citizens Bank of Southern Indiana	$100,000
6	Farmers and Teachers Trust	$100,000
7	National Boilermaker's Bank	$50,000
8	The Wildcat Bank	$50,000

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