Full opinion text
OPINION OF THE COURT NIXON, District Judge. This is an action instituted by the Plaintiff, United States of America on May 28, 1969, pursuant to Section 15 of the Clayton Act (Act of Congress of October 15, 1914, ch. 328, 38 Stat. 736, as amended 15 U.S.C. section 25), praying for injunctive relief to prevent and restrain the proposed merger of the Defendant banks, The First National Bank of Jackson (hereinafter referred to as FNB Jackson) and The Bank of Greenwood (hereinafter referred to as GB), which the Plaintiff charges violates Section 7 of the Clayton Act (38 Stat. 731, as amended by the Act of Congress of December 29, 1950, ch. 1184, 64 Stat. 1125, 15 U.S.C. section 18), in that the proposed merger may substantially lessen competition or tend to create a monopoly in commercial banking in Leflore County, Mississippi through the elimination of potential competition of The First National Bank of Jackson and other potential competitors. The Defendant, First National Bank of Jackson, is a banking association organized under the laws of the United States of America, with its principal place of business in Jackson, Hinds County, Mississippi within the Southern District of Mississippi. The Defendant, Bank of Greenwood, is a banking association organized under the laws of the State of Mississippi, with its principal place of business in Greenwood, Leflore County, Mississippi, within the Northern District of Mississippi. The Defendant banks, both of which are engaged in interstate commerce, on January 19, 1968 entered into an agreement to merge into and under the charter and title of FNB Jackson, which proposed merger was approved by the Intervenor herein, William B. Camp, Comptroller of the Currency, who found favorably to the Defendant banks on all the banking factors involved and also found that the proposed merger would have no adverse effects on competition or potential competition, that it would not tend toward monopoly, and that it would not violate Section 7 of the Clayton Act. After this action was commenced in this Court, the Intervenor on July 2, 1968 intervened in this action pursuant to its statutory right granted in 12 U.S.C. section 1828(c), The Bank Merger Act of 1966 (hereinafter BMA-66). It is the duty and responsibility of this Court to decide, de novo, whether or not the proposed merger of the Defendant banks is anti-competitive, when measured by traditional Clayton Section 7 standards, and if so, whether or not the anti-competitive effects of the proposed merger are clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the community to be served. The burden of proving the affirmative of the former question is upon the Plaintiff and the burden of proving the affirmative of the latter question is upon the Defendants and Intervenor. In deciding the above questions, this Court is required to and shall review de novo the issues presented and in doing so must apply the substantive rule of law set forth in Section 18(c) (5) of the Federal Deposit Insurance Act, as amended by BMA-66, by applying the standards' identical with those of the banking agencies as required by Section 18(c) (7) (B), as amended. The so-called “substantive rule of law set forth in Section 18(c) (5)” is stated in the act as follows: (5) The responsible agency shall not approve— (A) Any proposed merger transaction which would result in a monopoly, or which would be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize the business of banking in any part of the United States, or (B) Any other proposed merger transaction whose effect in any section of the country may be substantially to lessen competition, or to tend to create a monopoly, or which in any other manner would be in restraint of trade, unless it finds that the anti-competitive effects of the proposed transaction are clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the community to be'served. In every case, the responsible agency shall take into consideration the financial and managerial resources and future prospects of the existing and proposed institutions and the convenience and needs of the community to be served. The Court’s de novo findings and conclusions based upon all of the pleadings, testimony and exhibits in this case must form the basis of the result in the ultimate determination of this issue. After several lengthy but productive pre-trial conferences which produced a relatively brief, concise instrument reflecting agreed and contested issues of fact and law and a well-prepared agreed pre-trial order which contained stipulations of fact, the names of witnesses who were to testify, and the designation and numbering of exhibits to be offered at the trial of this cause, this case was tried to completion in six and one-half days through the splendid cooperation and competence of all counsel involved, and despite the fact that 46 witnesses testified and 322 exhibits were admitted in evidence. Following the trial, counsel were permitted to file briefs and proposed findings of fact with the Court. The responsibility and duty then devolved upon this Court to decide this case based upon all of the evidence received, the applicable statutory law and the established case law. Prior to discussing this cause and deciding it on the merits, it is appropriate and helpful to review the history and operation of the Defendant banks, events leading to the merger agreement, and the nature and perspective of banking in Mississippi. The Defendant, FNB Jackson, the second largest bank in Mississippi, came into existence as a result of a merger between Jackson State National Bank and Capitol National Bank in 1949 (Plaintiff’s Exhibit (hereinafter PX) 165; Hearin, Transcript (hereinafter Tr.) 519-520, 522; Lampton, Tr. 622). In the latter part of 1965 (PX165), but effective on January 1, 1966 (Hearin, Tr. 522, Line 16), FNB merged with four other Mississippi banks to form four branch banks of FNB namely: (1) Commercial National Bank of Green-ville, located approximately 90 miles northwest of Jackson in Washington County; (2) First National Bank of McComb, located approximately 75 miles south of Jackson, in Pike County; (3) Amite County Bank, about 90 miles southwest of Jackson, in Amite County; and (4) Tylertown Bank, approximately 80 miles south of Jackson, in Walthall County (PX165): On December 31, 1967, just prior to the January 19, 1968 merger agreement, FNB Jackson had total deposits of $287,-966.000 and loans and discounts of $207,-423.000 (Complaint, Paragraph 9 and Answers of Defendants and Intervenor thereto), holding approximately 11.8% of the total commercial bank deposits in Mississippi (PX202). On June 30, 1968, FNB Jackson had total deposits of $287,-713,916 or 11.7%, of the total commercial bank deposits in Mississippi, and had total loans and discounts of $197,-468,400 (PX201). FNB Jackson is a full service, general and commercial bank and trust company with its head office and its twenty additional banking offices all located within 100 miles of Jackson, the territorial limitation of branch banking under Mississippi law being 100 miles from its head or principal office. It has approval to operate three additional offices. FNB Jackson operates its office and ten of its branches in the city of Jackson and has approval to operate an additional office in Jackson. It also operates ten offices in areas outside Hinds County, four of its offices being located in the Greenville-Leland area of Washington County, about 90 miles northwest of Jackson; three offices are in the GlosterCrosby-Liberty area of Amite County, about 90 miles southwest of Jackson; two offices are in the McComb-Fernwood area of Pike County, about 75 miles south of Jackson; and one office is in Tylertown, Walthall County, about 80 miles south of Jackson. It also has approval to operate two additional offices in Pike County and it has applied for approval to operate an additional office in Walthall County (PX201; Complaint, Para. 9-10; Defendants’ Answer, Para. 9-10). All of the ten banking offices operated by FNB Jackson outside of Hinds County were acquired by and through the above four mergers (Complaint, Para. 10 and Defendants’ Answer thereto). It operates three computer centers, one in Jackson, one in Greenwood and one in Columbus, Mississippi (Hearin, Tr. 540-543, 557, 560; PX17, page 14). The Bank of Greenwood was chartered and organized in 1933 and now has approximately 50 employees. Its home office and only branch office are located approximately three blocks apart in the City of Greenwood, Mississippi (Miller, Tr. 647, Line 21 and Tr. 648, Lines 8-16). GB was organized because Greenwood, located in Leflore County, was a one-bank town, with only the Bank of Commerce operating therein and Greenwood needed another bank. GB grew much more rapidly than the Bank of Commerce and had slightly more than three-fifths of the banking business or market in Leflore' County at the time that Leflore Bank and Trust Company, an additional bank, was organized in 1944 (Haywood, Tr. 1410, Lines 15-25 and Tr. 1411, Lines 1-9). In December, 1964 GB had total deposits of $23,413,000 or 52.1% of the total deposits of commercial banks in Leflore County, with Leflore Bank and Trust Company having 22.1% of said deposits, the Bank of Commerce holding 19.6% of such deposits and the Itta Bena branch of the Grenada Bank, which is the only bank located outside the city limits of Greenwood in Leflore County, approximately nine miles west of Greenwood, holding 6.2% (PX168). In 1965, The First National Bank of Greenwood was organized and began operating, after which GB’s total deposit share of the Leflore County banks total deposits then progressively decreased, as evidenced at the end of December of each of the following years; 1965 to 48.1%; 1966 to 47.2%; 1967 to 46.4% (PX168). On June 30, 1968 its total deposit share decreased to 45.8%, its total deposits having declined from its December 31,1967 amount of $26,599,000 to $24,201,000 (PX169). GB is the largest of the four commercial banks headquartered in Leflore County and the second largest of the five banks which maintain banking offices in the County; GB ranks as the fifteenth largest commercial bank in Mississippi (PX168-173, 201; Complaint, Para. 11 and Defendants’ Answer thereto). Both of the Defendant banks are engaged in interstate commerce, and their head offices are approximately 94 miles apart. The closest office of FNB Jackson is approximately 50 miles west of the offices of GB (Complaint, Para. 13; Defendants’ Answer, Para. 13; Intervenor’s Answer, Para. VIII; PX167). THE BACKGROUND OF EVENTS LEADING TO THE PROPOSED MERGER Subsequent to the initiation of negotiations between FNB Jackson and the four banks with which it thereafter merged, Robert P. Parrish and C. A. Miller, Jr., President and Executive Vice President, respectively, of GB, approached Robert M. Hearin, then President of FNB Jackson and now Chairman of its Board of Directors, in a hotel in Chicago, Illinois in the fall of 1965 at an American Bankers Association Convention. Messrs. Parrish and Miller inquired of Mr. Hearin concerning the announced proposed merger between FNB Jackson and The Commercial National Bank of Greenville, particularly in view of the fact that Miller knew the latter bank to be an excellent bank and that the President thereof was “one of the most capable bankers in the State,” having been a past President of the Mississippi Bankers Association and an Executive officer with the Bank of Clarksdale for years. (Miller, Tr. 664-666; Hear-in, Tr. 521-523.) Mr. Miller knew FNB Jackson to be a “real strong conservative bank,” and that there must be some advantages for Commercial National to merge with it for additional reasons (Miller, Tr. 664-666). At the time that Messrs. Parrish and Miller approached Mr. Hearin at Chicago and thereafter during the pendency of merger negotiations, GB had been reasonably successful since its organization in 1933. However, because of the change in the economy in Greenwood and Leflore County, demands have begun to exceed the Bank’s means of serving the community in the manner it feels that it should be served. GB feels its services are deficient for the following reasons: (1) its President, Robert P. Parrish, is 63 years of age and its Executive Vice President is 61 years of age; the next man down in the chain of command is Ralph Pettey, 61 years of age, and these three constitute the top management of the bank; six others who constitute the next level of management, one of whom was recently employed as a college graduate range in age up to 51 years. In addition, GB has no training program for prospective new executives and has lost two of its top potential management people to the First National Bank of Greenwood and another through death as a result of an unfortunate accident; the payment of high salaries to college graduates, necessary to attract them to the Greenwood area, would create a serious morale problem among the bank’s established employees, who are primarily women (Miller, Tr. 667, 671-72, 737); (2) as mentioned above, the considerable change of the economy with a commensurate demand for more money from customers, which GB is unable to supply (Tr. 660, Lines 21-23); (3) the demand for specialized services which GB has attempted to render, but because it cannot employ specialists to do the job that should be done and is thus unable to render these necessary services in Greenwood on a basis comparable with the Memphis, Tennessee banks, where much of Leflore County’s big money goes instead of staying within the county (Miller, Tr. 660-661); (4) the need for a larger capital base because with changing times there is a demand for larger deposits. GB analyzed the possibility of selling stock and broadening its capital base but since needs were seasonal because of the seasonal crops, the major part of Leflore's economy, the additional dividends and additional tax commensurate therewith would bar the expansion of its capital structure because it would exceed the benefits received from the contemplated expansion (Miller, Tr. 661, Lines 13-25); (5) the necessity for a larger and new bank building, having been in the same building for 25 years or more with inadequate space, but with insufficient capital to put into fixed assets, the cost of which has been estimated to be from $200,000 to $300,000 up to $750,000 which would deprive the bank of the needed capital with which to operate (Miller, Tr. 662, Lines 1-14); (6) GB has no one to meet the demand for specialized trust services (Miller, Tr. 668, Lines 1-17), in consumer lending or in the installment loans field (Miller, Tr. 669, Lines 9-17); (7) GB’s risk in making cotton loans and taking the chance of absorbing a substantial loss because of the uncertainty and instability of the cotton market which comprises about one-half of its loan portfolio, whereas a merger with FNB Jackson would greatly reduce the risk and allow the absorption of large potential losses (Miller, Tr. 684, Lines 1-25). Although GB’s correspondent relationship with FNB Jackson has enabled it to obtain some loan participations with them, this has not proved satisfactory because a bank desires to be the prime lender so that its hands are not tied with reference to its rate and terms. The bank also likes to give a quick answer to its customers and at times is unable to get a participation and particularly is the latter important in view of GB’s cotton financing of heavy equipment dealers which often require money “in bigger slugs * * * than the average needs.” (Miller, Tr. 662, Lines 22-25 and Tr. 663, Lines 1-24.) The discussions concerning the merger were next had between Mr. Hearin and Messrs. Parrish and Miller at a Mississippi Bankers Association meeting on the Mississippi Gulf Coast in the spring of 1966, and thereafter Parrish and Miller visited Jackson and Hearin visited Greenwood until the merger proceedings came to a successful conclusion in the latter part of 1967 (Hearin, Tr. 523, Lines 2-9). The merger would result in a substantial additional number of services that could be provided by a bank the size of FNB Jackson to the residents of Leflore County that could not be provided by a smaller bank such as GB, including trust services, special services, consumer services, substantial increase in the lending limits to any one individual or entity, namely, from the approximate amount of $210,000, or 15% of GB’s capital and surplus under state law, to approximately $2,000,000, or 10% of FNB’s capital surplus as regulated by national regulations (Hearin, Tr. 524, Lines 3-25; Tr. 525, Lines 1-18). GB’s Executive Vice President, Miller, testified as follows: A. Judge, let me tell you. I think I know all about the First National Bank, you know we’re not just dealing with those guys because we like them. * * * We think that they can offer us something that would be good for us and may be good for them. (Miller, Tr. 678, Lines 14-16, 20-21) After the merger was agreed to between the two Defendant banks, the Intervenor herein, Comptroller of the Currency, found favorably to the banks on all the banking factors involved and also found that the proposed merger would have no adverse effect on competition and that it would not tend toward monopoly, and that it would not violate Section 7 of the Clayton Act, as amended. Subsequently, this action was commenced by the United States through the Justice Department on May 28, 1969 for an injunction restraining the consummation of the merger after which the Comptroller intervened as permitted by law. So much for the history up to the time of this trial. THE NATURE AND PERSPECTIVE OF BANKING IN THE STATE OF MISSISSIPPI AND THE ECONOMIC MILIEU IN WHICH IT OPERATES In view of the fact that the Defendant, FNB Jackson, is the second largest bank in the State of Mississippi and operates in various parts of the State within 100 miles of its home office as restricted by Mississippi law, and in order to better understand the potential impact and effect of the proposed merger with reference to its alleged anti-competitive effects, it is helpful and necessary to review the banking and economic situation in the State of Mississippi. The State of Mississippi is a capital deficit area or state (Lampton, Tr. 613, Lines 21-24; McNew, Tr. 802; Wagner, Tr. 902; Burt, Tr. 840), and particularly so with reference to the State’s concern for developing “home grown business and industry” (Wagner, Tr. 902, Lines 9-12) which has led to its seeking programs for the development of such types of business and industrial operations (Wagner, Tr. 902, Lines 9-14). The term “capital deficit state” signifies that the State’s citizens do not generate savings in sufficient quantity to produce sufficient capital resources, but have to consume most of their income. The primary cause of this is the fact that Mississippi has the lowest per capita income of any State in the nation and needs additional capital resources. It is therefore necessary that Mississippi utilize its existing resources as best it can and bring in outside capital resources if it is to have the industrial and economic development desired in order for its citizens to have a satisfactory standard of living (McNew, Tr. 802, Lines 6-17, 21-25 and Tr. 803, Lines 1-6). Presently, the State is primarily a producer of raw materials, and is largely confined to its highest-valued crop, cotton, which is shrinking in demand to the point that the State faces the prospect of having to switch a major segment of its farm workers to industrial enterprises (Sayre, Tr. 1003, Lines 5-11). Although industries have moved into Mississippi in recent years, the overall rate of economic growth in the State has been unsatisfactory and the State has not made the type progress it should have in closing the gap between the national average per capita income and that of Mississippi which is approximately 60% thereof (McNew, Tr. 821, Lines 17-25 and Tr. 822, Lines 1-5, 14-17). The fact that Mississippi is a capital deficit State has a definite negative effect on its efforts to industrially develop in a manner so that profits are retained within the State rather than flowing out of the State, as at present, with out-of-state ownership of much of the industry located in Mississippi (Wagner, Tr. 902, Lines 18-23). If Mississippi is to have the industrial and economic development necessary in order for its citizens to have a satisfactory standard of living, it must bring in outside capital resources, because use of its currently available resources in the most advantageous manner possible is simply not enough (McNew, Tr. 803, Lines 1-6). The national average per capita personal income in 1967 was $3,159 whereas that of Mississippi was $1,896 or 60% thereof (Defendants’ Exhibit (hereinafter DX) 35; Lampton, Tr. 577, Lines 16-24), the lowest per capita income of any State in the nation (McNew, Tr. 802, Lines 10-11; Burt, Tr. 840, Lines 14-15). In fact, Mississippi is the only state that has a per capita income of less than $2,000 (Lampton, Tr. 577, Lines 16-24; Wagner, Tr. 908, Lines 24-25, and Tr. 909, Lines 1-3). While the rate of growth of Mississippi’s per capita income has been steadily increasing, nonetheless it has continued to fall further behind the national average, so that the actual difference between Mississippi’s average and the national average of per capita income is approximately $1,300 (MeNew, Tr. 821, Lines 17-25 and Tr. 822, Lines 1-5; Burt, Tr. 853, Lines 17-21), as compared to the difference of $800 some few years ago (Me-New, Tr. 822, Lines 1-5). One goal of the Mississippi Research and Development Center, the “R & D Center,” is to equalize the per capita income of Mississippians with that of the State in the approximate projected average of $5,000 by the year 2,000, which would require a tripling of the per capita income of Mississippians within a 30 year period (Wagner, Tr. 909, Lines 12-18). The new minimum wage law has caused a relatively high rate of out migration of people from areas in Mississippi which have already suffered from relatively high unemployment (Wagner, Tr. 914, Lines 15-18). Although Mississippi historically hás been an agricultural State (Burt, Tr. 853, Lines 11-16), there has been a decline in the importance of agriculture and a shift or trend away from small to larger farms resulting in fewer farms consisting of larger amounts of acreage (Lampton, Tr. 579, Lines 1-12). This shift or trend of agriculture has displaced a number of farm workers, particularly in the Delta area, including Leflore County, which area is principally and particularly oriented to agriculture, particularly cotton farming (Lampton, Tr. 579, Lines 1-12). The decline of the economic possibilities in the Delta area since 1940, and particularly the Leflore County area, which is the agreed relevant geographic market for purposes of determining the Clayton Section 7 question herein, has resulted in this being a capital deficit area (Neill, Tr. 1216, Lines 21-25 and Tr. 1217, Lines 1-7). Therefore, one of the principal problems facing Mississippi is the attraction and procurement of out of state industry to provide needed jobs for workers displaced from their agricultural jobs (Lampton, Tr. 579, Lines 1-12). Although Mississippi initiated its Bal-„ anee Agriculture with Industry program (BAWI) in 1936, it was not able to balance employment in agriculture and industry until the spring of 1965 when 165,000 people were employed in each area (Burt, Tr. 853, Lines 11-16). According to Defendants’ eminently qualified witness, Dr. Charles Foster Haywood, the State's banking system has not yet adjusted adequately to the change in the agricultural base of its economy and the shift of workers from rural to urban areas; rather, it is thought by economists that Mississippi is approximately ten to 15 years behind the nation in adjusting the structure of its banking system to the changes that have taken place in the underlying economy (Haywood, Tr. 392, Lines 15-23). Dr. Joseph A. Greene, Jr., Dean of the School of Business Administration at the University of Southern Mississippi, is of the opinion, based upon his observations during his 20 years in Mississippi, that in those areas within the State where the small unit banks have been predominant, there has been a “real lack of financial leadership and of economic growth” (Greene, Tr. 975, Lines 20-23). In order to raise the standard of living of Mississippians to a satisfactory level it is necessary that outside sources of capital be obtained. In the attraction of outside industry and capital into the State and the efficient utilization of the capital already present, Mississippi’s banking structure is of prime importance (McNew, Tr. 803, Lines 7-15). If Mississippi’s banks are confined to their home cities they cannot serve the needs of the State and its people because Mississippi has no truly large metropolitan areas in which to generate growth internally. Without growth Mississippi banks cannot compete with the large banks in New Orleans or Memphis, resulting in Mississippi’s financial needs being left to the discretion of large out of state banks (McNew, Tr. 804, Lines 11-15 and Tr. 805, Lines 1-9, 13-16). Almost all large industries which are interested in locating in Mississippi desire the availability of large banks which have the large amounts of capital necessary for industrial operations and expansion (Burt, Tr. 854, Lines 20-24). Yet not one of Mississippi’s banking institutions approaches the size of institutions in other states or areas which have contributed to the economic development and betterment of those states (McNew, Tr. 825, Lines 18-20). The only manner in which to achieve a system of large strong commercial banks in Mississippi is through branching, either by merger or de novo (McNew, Tr. 804, Lines 16-18). Despite the above inadequacies, Mississippi’s banks nevertheless, and particularly FNB Jackson and Deposit Guaranty National Bank of Jackson, have aided the Mississippi A & I Program to a limited degree by providing private capital to industry for working capital needs, financing inventory and moving expenses. These banks have likewise been of help to a limited degree in increasing the salability of Mississippi’s municipal bonds by participating with other bond buyers in the sale of smaller issues (Burt, Tr. 839, Lines 4-8, 9-15, 20-22). The State of Mississippi has recognized its economic problems and has made official efforts to solve them through the creation of the Mississippi Agricultural and Industrial Board (A & I Board) and the Mississippi Research and Development Center (R & D Center) and the sponsoring of the “Colonel MIM Program” (“Money in Mississippi”). The Mississippi legislature in 1936 established the State's Balance Agriculture with Industry bond program (BAWI), in an effort to bring needed industry into the State. This is a municipal or political subdivision industrial bond program designed to help procure or supply the necessary funds for capital investment and for working capital in Mississippi (Burt, Tr. 840, Lines 15-25). The A & I Board, which is the State agency mainly responsible for the economic development of Mississippi, has attempted to promote the purchase of Mississippi products for use in other in-State manufacturing concerns by publishing a directory of all the manufacturing firms in Mississippi showing what they purchased and in which products they have surplus production capacity (Burt, Tr. 838, Lines 8-25 and Tr. 846, Lines 16-21). This Board has also established local development committees in each section of the State which is composed of leading businessmen, including one banker in each area, who can inform potential industrial prospects about local conditions, including the availability of financing (Burt, Tr. 852, Lines 14-21). Of course, Mississippi is in competition with every other state in the nation in its attempt to attract new industry (Burt, Tr. 850, Lines 5-7). In the last two years there have been more expansions of previously established industries within Mississippi than the establishment of new industries therein — in 1968 there were approximately 90 expansions and 70 new industries (Burt, Tr. 840, Lines 1-6). The Industrial Revenue Bond issues under the BAWI Program have helped somewhat to satisfy the capital needs of the State but the need for additional capital has not nearly been met (Burt, Tr. 848, Lines 11-13). Although permanent financing of the construction of new industrial plants for private use has been accomplished under the Mississippi BAWI Program through various local governmental units, nevertheless private interim financing of the construction or expansion of these plants over the three or four month periods necessary to so build or expand is necessary. It is in this interim financing area in which banks, particularly large banks, are invaluable (Burt, Tr. 843, Lines 13-25 and Tr. 844, Lines 1-14). In the future, the success of the BAWI Program will be even more dependent upon the availability of loans and financing from banks because the Securities and Exchange Commission has adopted a regulation requiring the registration of all industrial revenue bonds issued after January 1, 1969 with the exception of totally intra-state issues and the so-called private placement exception where bonds are offered to a very limited number of investors, usually 20 to 25 in number. This requirement has had an adverse effect on the establishment of new industries and will continue to do so because of the additional time and expense required to complete such registration, thereby depriving the industry of available bond money which it could normally get within 60 to 70 days under the BAWI Program. Also Congress enacted legislation in 1968 which took away the tax exempt status of the interest on the larger bond issues, imposing a fairly simple $1,-000,000 limitation and a fairly complicated $5,000,000 limitation (Burt, Tr. 841, Lines 4-25 and Tr. 842, Lines 1-5, 10-25 and Tr. 843, Lines 1-2). The A & I Board has had only two bond issues since January 1, 1969 both of which have been private placement bonds not requiring SEC registration (Burt, Tr. 843, Lines 1-2). In many instances banks participate in the underwriting of the A & I Bond issues and FNB Jackson has been a major influence in financing new industry either through private capital or through the acquisition of bonds through private placement, thus rendering a very needed service to promote industrial development (McNew, Tr. 821, Lines 1-7; Burt, Tr. 843, Lines 9-12). The Research and Development Center is another agency created by the Mississippi legislature for the basic purpose of improving economic conditions in Mississippi by developing a comprehensive economic program through research and technical services. The R & D Center, which has a full time staff of 128 persons, works very closely with the A & I Board by serving as its technical arm in the State’s development effort, performing research which the A & I Board then uses in the promotion or sales efforts. The purpose of this Center is to develop a comprehensive economic development program for the State and to upgrade per capita income within the State. The Center constantly seeks programs for the development of homegrown businesses and industrial operations (Lampton, Tr. 578, Lines 1-11; Wagner, Tr. 901, Lines 12-20 and 23-24; Tr. 902, Lines 2-6,12-14). The R & D Center, with the assistance of the special analyses made by an employed firm in Cambridge, Massachusetts, recently completed a comprehensive analysis of the agricultural sector of the Mississippi Delta’s economy, including that of Leflore County and Greenwood. It concluded that the agricultural economy currently existing in the Delta offers no real economic future for that area in terms of the total economic problems and needs that exist there. It found that employment in the Delta area has progressively declined in the agricultural sector, previously the primary source of employment, because of the encroachment of synthetic fibers on the cotton market (Wagner, Tr. 903, Lines 2-15). As a result, the R & D Center has now recommended that there should be an attempt to develop a whole new type of industry which would take advantage of national changes in the food industry and technical innovations occurring therein so that within the next twenty years a billion dollar a year industry could be developed in the Mississippi Delta. . This new industry would involve producing entire menus and reaching not only the consumer market at the supermarket but also the larger and rapidly expanding institutional market (Wagner, Tr. 904, Lines 3-18). In order to develop this new technological food industry, it will be necessary to organize a new type corporation in the area which must be supported by developing a complex of container packaging plastics and chemical companies all of which would add a new dimension to the existing economy of the Delta area (Wagner, Tr. 904, Lines 19-22). The State has further promoted an additional effort to bolster its economy and raise the per capita income of its citizens in the “Colonel MIM” Program (the letters MIM denoting “Money in Mississippi”). This program is sponsored each September by the Mississippi A & I Board through the Mississippi Marketing Council and its purpose is to encourage Mississippians to buy products made in Mississippi in order to prevent the flow of sales dollars out of the state. This program is designed to help correct Mississippi’s capital deficiency and to create additional governmental revenues from the State which in turn derives its chief revenues through sales taxes (Burt, Tr. 845, Lines 1-25 and Tr. 846, Lines 1 -16). THE ECONOMIC STATUS OF LEFLORE COUNTY In view of the fact that it is stipulated and agreed by and between all of the parties hereto that the relevant geographic market, insofar as the allegations of a violation of Section 7 of the Clayton Act are concerned, is Leflore County, Mississippi, it is important and essential to determine the economic status of Leflore County and the surrounding Mississippi Delta area of which Leflore is an integral and composite part, although this Court also felt it necessary to first look at the economic milieu of the entire State. The area or section of the State of Mississippi which is referred to as the “Mississippi Delta” encompasses 18 counties in Northwest Mississippi, eleven of which are entirely in the Delta and seven of which are partly in the Delta and in the hill section (Newton, Tr. 1344, Lines 1-4). The soil of the Mississippi Delta (hereinafter referred to as “Delta”) is rich and fertile, having always been able to produce much more profitably in proportion to other lands. It is difficult to purchase such land, which sells between $350 and $875 an acre or at an average price of $500 an acre (Miller, Tr. 653, Lines 20-25 and Tr. 654, Lines 1-4, 7-11). In view of the relative decline of cotton as a major source of income in Leflore County and the Delta because of competition from synthetics, foreign exports of cotton, and the probable discontinuance of the Federal Price Supports Program, it is essential that new sources of income be developed in Leflore County and the Delta in order to replace both the jobs and the revenue which that area expects to lose (Miller, Tr. 651, Lines 1-25; Wagner, Tr. 903, Lines 20-25). The seasonality facet of the agricultural industry also creates severe unemployment problems because workers cannot make a living by working only during the two seasonal peaks and therefore must look elsewhere for a means of earning a continued living (Sayre, Tr. 1009, Lines 1-7). The new minimum wage law has displaced approximately 1,000 persons per county in the Delta area who were formerly employed in agriculture. Statewide, it is estimated that about 40,000 or 50,-OpO people are left with no source of income because of displacement from agricultural employment because of the minimum wage law (Wagner, Tr. 914, Lines 3-12). The low money flow, caused by, or in combination with, the changes in agriculture, has caused many small towns in the area to virtually die because of the lack of business (Newton, Tr. 1344, Lines 14-25). Although farmers in the Delta at one time were reluctant to let industry come in for fear that it might deprive them of their labor supply, they have now come to the realization that industrialization is one of the main solutions to this surplus of labor which can no longer be supported by the agricultural industry (Newton, Tr. 1345, Lines 1-21). In Leflore County there is little available adequate housing, particularly in the suburbs of Greenwood, and this makes it very difficult for workers to follow an industry into a community, thus presenting a deterrent to the attraction of industry into the area (Newton, Tr. 1347, Lines 14-25 and Tr. 1348, Line 1). In the last twenty years the capital requirements of the Delta farms, including Leflore County, have increased almost ten-fold per farm primarily because of breakthroughs during that period in mechanization, technology and chemicals (Sayre, Tr. 993, Lines 18-25 and Tr. 994, Lines 1-2). The Staple Cotton Discount Corporation and the Greenwood Production Credit Association are two of the Federally financed financial agencies in Leflore County whose purpose and function it is to finance farm operations (Eason, Tr. 1056, Lines 8-10; Sayre, Tr. 987, Line 25 and Tr. 988, Lines 1-2). The former does an annual volume of financing in the Mississippi Delta in amounts varying from thirty to thirty two million dollars (Sayre, Tr. 993, Lines 17-18), and the latter’s loan volume has been increasing over the last few years, having reached a peak of slightly over $15,000,000 in 1968 (Eason, Tr. 1055, Lines 3-5). The increase in loan volumes of the Production Credit Association has come about because of an increase in capital needs of the farmers who substitute capital for labor, rather than an increase in membership of the association (Eason, Tr. 1056, Lines 2-3). Both of these Federally owned organizations compete with the local banks in the area in the financing of agricultural activity, purchase of farm land and the construction of farm dwellings (Eason, Tr. 1056, Lines 8-10; Haywood, Tr. 1460, Lines 9-20). Other needs of Leflore County and the Delta area are better highways, better air transportation facilities, more capital and more speculative money to be invested and spent therein (Newton, Tr. 1347, Lines 5-8); however, the greatest need in the Delta area is the creation of more jobs, and particularly jobs for unskilled people. The corollary of this job need is the very great need for a better industrial program to be established throughout the area (Newton, Tr. 1347, Lines 1-5). The population of Leflore County is “rather mixed,” some people in the community being rather wealthy but a much greater percentage being poor in that they do not have or possess those things that people generally expect in a growing community (Miller, Tr. 650, Lines 6-12). For example, a farmer who once had 150 families on his plantation now, because of mechanization, has only five or six who are machine operators. The displaced workers either had to leave Leflore County altogether or move into Greenwood to find a place to live, although in some instances through the kindness of the plantation owner such persons were permitted to remain in their run-down shacks (Miller, Tr. 655, Lines 13-23). This Court judicially notices that by far the great percentage of these people are unskilled Negro laborers. The housing situation in Greenwood and Leflore County constitutes a major problem, because many are substandard and practically uninhabitable, although there are some very elaborate homes in Greenwood (Miller, Tr. 650, Lines 16-22). As discussed, the decline of the cotton market has been a great blow to the economy of Leflore County. The technological revolution in the agricultural industry has also caused serious problems. In order to be competitive, farmers in Leflore County and the Delta have had to switch from manpower to the use of machinery in crop production. This has resulted in an increased need for capital resources in the acquisition of necessáry machinery. For example, some of the mechanical cotton pickers cost from $26,000 to $28,000 each (Miller, Tr. 654, Lines 1-25). All of the above has resulted in the financing of cotton entailing much more risk than in the past. The loan price, that is, the price stabilized by the Federal government, is very much the floor in the cotton market, and some of the banks have cotton in their possession that they cannot now sell at any price (Miller, Tr. 652, Lines 2-9). BANKING CONCENTRATION IN MISSISSIPPI AS COMPARED TO OTHER STATES AND THE NATION Although this Court must and will assess the anti-competitive effects, if any, of the proposed merger of the Defendant banks in the agreed relevant geographic market of Leflore County, it nevertheless deems it necessary and beneficial to note, and not ignore, the general Mississippi banking situation in perspective, including (1) the concentration ratios as to total deposits held by the largest, the two largest and the five largest of the banks in Mississippi as compared to like categories of banks in other states in the United States; (2) the size, number and growth of banks in Mississippi compared with that of banks in the United States as a whole; (3) the growth of Mississippi banks in comparison with other state banks; and (4) the question of correspondent bank balances. In the absence of such a consideration, this Court would be ignoring a substantial and essential part of the banking picture which would result in a false portrayal of the hard economic facts of banking in the relevant market. In so doing, the Court would not be fulfilling the obligation to clarify and establish the entire picture with certainty. Although more detailed consideration will be hereinafter given to the question of concentration ratios, it is at this time informative and enlightening to note that Mississippi ranks as follows compared with other states and the District of Columbia in connection with the share of deposits held by the largest one, two and five commercial banks as of December 30, 1967: 24th as to the two largest, 26th as to the largest and 35th as to the five largest banks in Mississippi compared with banks in the other states and the District of Columbia, as more fully shown by the following table admitted in evidence as DX60: SHARE OF DEPOSITS HELD BY LARGEST ONE, TWO, AND FIVE COMMERCIAL BANKS IN EACH STATE, RANKING BY STATES, AND NUMBER OF BANKS AND BRANCHES IN EACH STATE DECEMBER 30, 1967 STATE Share of Deposits Held By Largest 1 Largest 2 Largest 5 States Ranked By % of 1 % of 2 % of 3 Number of Banka-Branches Rhode Island 53.27. 87.47. 97.37. 1 1 1 14 149 Nevada 49.37. 64.6% 93.17. 2 6 3 9 .75 California 46.37. 58.77. 86.07. 3 8 9 178 2692 Arizona 45.37. 71.27. 92.67. 4 4 4 17 • 265 42.67. 82.87. 87.47. 5 2 7 50 285 Hawaii 42.17. 74.87. 93.77. 6 3 2 11 Delaware 36.4% 57.1% 91.7% 7 9 5 19 74 Idaho 34.9% 66.27. 86.4% 8 5 8 26 141 32.9% 53.0% 73.27. 9 10 11 94 452 Alaska 32.77. 58.8% 83.6% 10 7 10 12 54 Massachusetts 32.47. 42.17. 60.8% 11 13 16 159 647 Dist./Columbia 30.57. 52.87. 88.37. 12 11 6 14. 96 Utah 30.2% 47.0% 71.6% 13 12 12 55 112 So. Carolina 22.87. 35.27. 55.37. 14 18 18 125 328 No. Carolina 21.2% 38.4% 66.87. 15 15 14 128 859 New York 20.57. 40.37. 69.57. 16 14 13 327 2136 19.97. 32.6% 53.17. 17 20 19 426 227 Maryland 19.97. 33.0% 63.2% 18 19 15 122' 442 Connecticut 18.77. 37.27. 57.07. 19 16 17 67 357 Illinois 18.47. 35.87. 47.5% 20 17 23 1067 18 18.17. 28.07. 48.97. 21 22 21 341 1049 New Mexico 16.87. 29.4% 43.87. 22 21 25 64 109 Colorado 14.8% 27.4% 44.0% 23 23 24 256 7 14.57. 25.57. 49.07. 24 26 20 Alabama 14.27. 21.67. 34.8% 25 28 31 266 211 MISSISSIPPI 13.97. ,25.87. 32.87. 26 24 35 188 281 Pennsylvania 13.97. 21.97. 39.8% 27 27 27 522 1421 Vermont 13.4% 25.8% 47.7% 28 25 Wisconsin 12.87. 18.27. 25.07. 29 38 42 599 171 Nebraska 11.67. 18.27. 34.6% 30 39 32 439 33 So. Dakota 11.37. 19.67. 36.2% 31 33 30 166 87 Oklahoma 11.07. 19.67. 37.67. 32 34 28 422 10.97. 17.4% 29.87. 33 41 39 531 1069 'Louisiana 10.97. 18.07. 32.57. 34 10.7% 20.57. 33.87. 35 31 33 Minnesota 10.67. 21.37. 33.37. 36 29 34 723 9 Tennessee 10.67. 20.87. 41.2% 37 30 26 299 404 Missouri 10.1% 18.5% 30.97. 38 36 38 664 78 Virginia 10.07. 19.87. 36.37. 39 32 29 250 Indiana 9.47. 9.27. 18.37. 32.3% 41 37 37 New Hampshire 7.37. 13.07. 27.37. 42 42 41 76 37 Arkansas 6.6%. 11.87. 21.57. 43 Texas 6.67. 12.87. 24.67. 44 43 43 1149 59 Florida 6.47. 9.0% 15.6% 45 49 51 450 21 Kansas 6.1% 9.47. 17.0 46 48 49 601 58 New 6.0% 11.1% 22.8% 47 45 44 228 757 5.9% 10.5% 22.17. 48 46 45 133 5 West Virginia 5.7% 10.5% 19.47. 49 47 47 Iowa .4.8% 8.3% 16.2% 50 No. Dakota 4.2% 8.0% 17.8% 51 Source: American Banker..- **1968 .Directory and Banking Who's Who,” March 20, 196$; FDIC, "Report o£ Call Ho. 82; FDIC, Annual Report, 1967,. Of the 23 states whose two largest banks are more heavily concentrated than the two largest banks in Mississippi, 16 permit statewide branch banking, five permit limited area branch banking as does Mississippi, and two are unit banking states where branching is prohibited (Haywood, Tr. 1389, Lines 11-25 and Tr. 1390, Lines 1-2). The foregoing table shows California, a growth state, with 178 unit banks therein or ten less than the 188 unit banks in Mississippi, with a concentration ratio in its two largest banks of 58.7 % of all deposits within the state, or more than double the concentration ratio of 25.8% of total Mississippi deposits held by its two largest banks (Lampton, Tr. 583, Lines 8-25 and Tr. 584, Lines 1-6). Dr. Charles F. Haywood, the Defendants’ outstanding expert witness who qualified as a specialist in economics and banking, testified that he was intimately familiar with the banking and economic scene in California, having lived there for a period of eight years and having received his Ph.D. in Economics from the University of California at Berkeley. During four of Dr. Haywood’s years in California he had been an officer of the Bank of America, first in the capacity as financial economist and later as Director of Economic Research (Haywood, Tr. 1393, Lines 23-25 and Tr. 1394, Lines 1-18). It was his undisputed testimony that the level of banking services in California is excellent, and yet if a simplistic approach were taken with reference to concentration ratios one would say that California banking is highly concentrated and that this portends the exercise of market power and all the adverse things that gradually go with it in terms of poor quality of banking services at high cost, etc. Yet quite the opposite is true (Haywood, Tr. 1393, Lines 23-25 and Tr. 1394, Lines 1-18). The two largest banks in North Carolina, another growth state with a very low unemployment, have a concentration ratio of 38.4% as compared with Mississippi’s two largest banks which have 25.-8% of the banking deposits. The largest bank in North Carolina, Wachovia, is domiciled at Winston-Salem, where Dr. Gaines M. Rogers, Defendants’ qualified expert in the field of economics and banking, resided for 20 years as Dean and Professor of Finance at the School of Business of Wake Forest University (Tr. 860 and Tr. 861, Lines 23-25 and Tr. 862, Lines 1-4). This bank is shown in DX60 to have 21.2% of the total deposits of that state whereas the largest bank in Mississippi, Deposit Guaranty National, holds only 13.9% of the total deposits in Mississippi (Lamp-ton, Tr. 582, Lines 1-21; DX60). If the present merger was consummated, and the share of Mississippi’s deposits held by GB, 1.02%, were added to the 25.8% of the State’s deposits which the two largest banks in Mississippi, Deposit Guaranty National and FNB Jackson, presently hold, there would be no change in the ranking of Mississippi on the deposit concentration table or chart (DX60), that is, Mississippi would still be ranked 24th behind Colorado just as it presently is (Haywood, Tr. 1406, Lines 1-19). The 137 largest banks in the United States in terms of deposit amounts (Mississippi not having a bank within the top 137) comprise 1% of the total number of banks in the United States for the years 1966-1968 and hold approximately 55% of the total deposits in the United States (DX27; Haywood, Tr. 1400, Lines 8-21), whereas 14.05% of the number of banks in Mississippi hold a corresponding 55% degree of concentration within the State (Haywood, Tr. 1401, Lines 10-25). Mississippi, as shown by PX201, has 187 unit banks (although other exhibits and testimony refer to the total number as 188). As of June 30, 1968 the average size of a Mississippi bank was only 45.4% of the average size bank in the United States. That is, 13.1 million dollars in deposits was the average for a Mississippi bank, whereas 28.9 million dollars in deposits was the average for banks in the United States as a whole (DX39). Although the average size bank in Mississippi has been growing relative to the national trend, this has been a very modest growth (Haywood, Tr. 1381, Lines 13-25). For example, in 1968 the average size of a bank in Mississippi was still less than the average size of a bank in the United States as of the mid 1950’s (Haywood, Tr. 1382, Line 12). The loan deposit ratio for Mississippi banks for 1950, 1960, 1965 and 1968 has consistently been below the loan deposit ratio for United States banks on the average. This reflects the smaller size of the banks in Mississippi, since smaller banks tend to have lower loan deposit ratios because they cannot risk the same degree of exposure that large banks can (DX38; Haywood, Tr. 1381, Lines 3-13). The population per bank in the United States in 1966 was 14,237; in Mississippi, 12,316; and in Leflore County, the agreed relevant geographic market herein, 10,600 (Haywood, Tr. 1386, Lines 19-25 and Tr. 1387, Lines 1-3; DX55). The last column on DX55 entitled “Personal Income Per Bank” is of even more significance than the population per bank statistic because the depth of a banking market depends not just on population but on the income which that population represents. Personal income per bank in the United States in 1966 was 42.4 million dollars; in Mississippi 21.8 million dollars (about one-half the national average); and in Leflore County, only 17.9 million dollars, considerably less even than the Mississippi average (DX55; Haywood, Tr. 1387, Lines 3-17). DX60 reflects that there are 22 states plus the District of Columbia where the degree of concentration in the two largest banks is greater than it is in the State of Mississippi. Oregon for example has 82.8% of its deposits in the hands of its two largest banks. Thus the degree of concentration in Mississippi banking is modest compared to what it is in various other states. Mississippi has no banks in the $500,000,000 and over deposit category. In the next category, $100,000,000 to $500,000,000, only 1.1% of Mississippi banks are represented as opposed to 2.-6% of the banks in the United States. In the $50,000,000 to $100,000,000 category Mississippi has 1.1% representation compared to 3% in the United States, or about three-eighths as many banks on a percentage basis in that category. In the $25,000,000 to $50,000,000 category Mississippi is close to the national distribution (DX46; Haywood, Tr. 1385, Lines 4-20). Deposit Guaranty National Bank of Jackson, the largest bank in Mississippi, as of December 31, 1968 ranked 166 in the nation in deposit size with FNB JACKSON, second largest in Mississippi, ranking 183rd. Significantly, Deposit Guaranty declined 11 places and FNB Jackson declined eight places in this ranking between December 31, 1967 and December 31, 1968 (DX27; Lampton, Tr. 580, Lines 9-25 and Tr. 581, Lines 1-3). It should be noted that Mississippi law permits branch offices in a bank’s home county and contiguous counties and permits branch banks up to a total of 15, within a hundred mile radius of the head office or main office. The branching law in Mississippi thus almost equates a statewide branching law, and yet, in terms of the size of its largest banks, Mississippi ranks far below two unit banking states, Colorado and Illinois, and below at least three other states where limited area branching is more restricted than in Mississippi. In connection with the growth of banks in Mississippi and in comparing them with each other, PX202, titled “Concentration of Total Deposits in the Five Largest Banks in Mississippi, Year End 1949-1967,” it is seen that the five largest banks did not remain the same over this 18 year period. They were located in seven cities in Mississippi, Biloxi, Cleveland, Greenville, Gulfport, Jackson, McComb and Tupelo (Haywood, Tr. 1397, Lines 1-25 and Tr. 1398, Lines 1-24). DX43, a table or chart titled “Population of Incorporated Places of 10,000 or more in 1960” which also shows populations for 1940, 1950, and 1965, gives a far better perspective to PX202. It lists 18 cities with populations of 10,000 or more in 1960 which grew at a somewhat faster pace than the state as a whole, namely an average growth of 28.53% from 1950 to 1960. Four of these cities, Biloxi, Cleveland, McComb and Tupelo, grew at a faster pace than the average for the whole 18 cities from 1960 to 1965. The banks located in the rapid growth cities in comparison to the rest of the state grew faster than the banks in the state as a whole, so the increase in concentration shown in PX202 primarily reflects the structure of growth in the state so far as population, personal income and related matters are concerned. Looking at DX43 we find that between 1940 and 1950 Greenwood, which is not one of the “rapid growth areas” noted above, showed an increase in population of 22.-31%, whereas the 18 “rapid growth areas” altogether showed an increase of 41.02%. From 1950 to 1960 Greenwood showed an increase of 13.1% compared to 28.53% for these 18 other cities. From 1960 to 1965 Greenwood had an increase of 12.55% compared to 16.54% for the 18 cities as a whole. In summary, throughout this period Greenwood grew at a somewhat slower pace than the 18 other cities, which shows it to be a growing area but not a rapidly growing area. DX65 shows the same picture of growth for the counties in which the cities shown in DX43 are located, and the general picture is the same (DX43; DX65; PX202; Haywood, Tr. 1397, Lines 1-25, Tr. 1398, Lines 1-25 and Tr. 1399, Lines 1-14). There were only three cities in Mississippi as of December 31, 1967 which had as many as four banks, namely, Jackson, Biloxi and Greenwood. Biloxi’s population was more than twice that of Greenwood and Jackson’s more than twice that of Biloxi so that Greenwood is the smallest town in the state which has four banks. Moreover, Biloxi has only two head offices or main offices, the other two being branches of banks with head offices in Gulfport. Two banks in Jackson have branches outside that city and county, so Greenwood is the only city in the state where there are four head bank offices with no branches outside Greenwood, drawing from and relying on the business in Leflore County alone. Therefore, we have in sharp focus the fact that there is a relatively large number of banks in Greenwood in relation to its economic base as compared with other communities in the State (DX29; Haywood, Tr. 1408, Lines 14-25 and Tr. 1408, Lines 1-25 and Tr. 1409, Lines 1-8). FNB Jackson maintains correspondent bank relationships with all banks in Mississippi with the exception of ten or twelve (Hearin, Tr. 547, Lines 5-12). Banks in Jackson have competed for many years with Memphis and New Orleans banks in the maintenance of correspondent bank balances with other Mississippi banks and this is one of the reasons for the cliche that “Mississippi has helped to build two cities, Memphis and New Orleans.” This cliche points up the fact that by virtue of the close proximity of Memphis and New Orleans to the northern and southern boundaries of Mississippi, respectively, banks in these cities have drawn heavily from Mississippi business because of the insufficient size of Mississippi’s largest banks to provide the services required (Lamp-ton, Tr. 570, Lines 15-25 and Tr. 571, Lines 1-10). There are more correspondent bank balances of Mississippi banks in Memphis banks, and in New Orleans banks, than there are in Jackson banks (Hearin, Tr. 529, Lines 1-12). Mr. Horace Steele, Mississippi State Bank Comptroller, testified that because Mississippi is a capital deficit state it has to go outside the state to obtain its necessary capital, which results in more money going outside the state than is coming in, as depicted in the cartoon admitted in evidence as 1X7. FNB Jackson, according to its last statement, had approximately $40,000,000 in correspondent bank balances, while banks in Memphis have approximately $40,-000,000 in reserve from Mississippi banks alone (Steele, Tr. 475, Lines 4-16 and Tr. 476, Lines 1-25 and Tr. 477, Lines 1-25 and Tr. 478, Lines 1-25). With the above necessary background information in mind, we will now turn to the issue at hand. Keeping in mind the proper test to be utilized, as found in the appropriate and hereinabove discussed statutory law and regulations, as well as the established case law, we will attempt to determine the ultimate question of whether the proposed merger between the Defendant banks would constitute a violation of Section 7 of the Clayton Act now or within the reasonably foreseeable future, having the effect substantially to lessen competition, actual or potential, or tend to create a monopoly. THE APPROPRIATE AND RELEVANT “GEOGRAPHIC MARKET” All of the parties have stipulated and agreed that Leflore County, Mississippi is the appropriate or relevant geographic market or “section of the country” within which to appraise the anti-competitive effects of the proposed merger (Agreed Contested Issues of Fact and Law; The Court, Tr. 37, Lines 2-6 and Tr. 82, Lines 13-17; Roache, Attorney for Intervenor, Tr. 4, Lines 8-10 and Tr. 20, Lines 1-4; Stipulation, Tr. 347, Lines 20-24). THE RELEVANT OR APPROPRIATE “LINE OF COMMERCE” OR “PRODUCT MARKET” In view of the fact that the relevant geographic market is Leflore County, the next matter to be considered and resolved in determining whether the merger is one in violation of Section 7 of the Clayton Act is the appropriate line of commerce within which to measure the probable anti-competitive effects, if any, of the proposed merger. This Court is mindful of the fact that in United States v. Philadelphia National Bank, 374 U.S. 321, 356, 83 S.Ct. 1715, 1737, 10 L.Ed.2d 915 (1963), the Supreme Court held under the particular circumstances of that case at the time it was decided, that “the cluster of products (various kinds of credit) and services (such as checking accounts and trust administration) denoted by the term ‘commercial banking’ * * * composes a distinct line of commerce.” The Court in Philadelphia also stated as did Plaintiff’s witness, Dr. Golden, that among all financial institutions the demand deposit and check clearing functions of commercial banks are unique and entirely free of effective competition from products or services of other financial institutions. Id. 356, 83 S.Ct. 1715 (Golden, Tr. 178, Lines 1-20). The Supreme Court in Philadelphia placed great significance on the