SULLIVAN & CROMWELL LLP 125 Broad Street...Dec 22, 2014 · Fair Housing Council the San Fernando Valley 14621 Titus Street, Suite 100 Panorama City, California 91402 Luis Granados

TELEPHONE: 1-212-558-4000

FACSIMILE: 1-212-558-3588

WWW.SULLCROM.COM

125 Broad Street

New York, NY 10004-2498 ______________________

LOS ANGELES • PALO ALTO • WASHINGTON, D.C.

FRANKFURT • LONDON • PARIS

BEIJING • HONG KONG • TOKYO

MELBOURNE • SYDNEY

December 22, 2014

Federal Reserve Bank of New York,

33 Liberty Street,

New York, New York 10045.

Attn: Ivan J. Hurwitz

Vice President, Bank Applications

Re: CIT Group Inc. Proposed Acquisition of IMB Holdco LLC –

Response to Request for Additional Information

Ladies and Gentlemen:

On behalf of our clients, CIT Group Inc. and Carbon Merger Sub LLC

(together, the “Applicants”), enclosed please find a response, prepared by the Applicants,

to the letter, dated December 10, 2014, from the Board of Governors of the Federal

Reserve System (the “Board”) requesting additional information with respect to the

Applicants’ application, dated August 20, 2014, to the Board in connection with the

Applicants’ proposed acquisition of IMB Holdco LLC and certain related transactions.

* * *

SULLIVAN & CROMWELL LLP:125 -gOBMad'Aweet

TELEPHONE: 1-212-558-4000FACSIMILE: 1-212-558-3588 -Aza * V1 014-2.8

WWW.SULLCROM.COMLOS ANGELES * PALO ALTO * WASHINGTON, D.C.

FRANKFURT * LONDON * PARIS

BEIJING * HONG KONG * TOKYO

MELBOURNE * SYDNEY

December 22, 2014

Federal Reserve Bank of New York,33 Liberty Street,

New York, New York 10045.

Attn: Ivan J. HurwitzVice President, Bank Applications

Re: CIT Group Inc. Proposed Acquisition of IMB Holdco LLC -Response to Request for Additional Information

Ladies and Gentlemen:

On behalf of our clients, CIT Group Inc. and Carbon Merger Sub LLC(together, the "Applicants"), enclosed please find a response, prepared by the Applicants,to the letter, dated December 10, 2014, from the Board of Governors of the FederalReserve System (the "Board") requesting additional information with respect to theApplicants' application, dated August 20, 2014, to the Board in connection with theApplicants' proposed acquisition of TMB Holdco LLC and certain related transactions.

If you have any questions with respect to any of the matters discussed in

this letter or in the materials included herewith, please feel free to contact me at

(212) 558-4998 ([email protected]).

Very truly yours,

Stephen M. Salley

(Enclosures)

cc: Philip Bae

(Federal Reserve Bank of New York)

Adam Cohen

Andrew Hartlage

Phyllis Harwell

Lisa Joire

Jevon Jordan

Bau Nguyen

Melissa Vanouse

(Board of Governors of the Federal Reserve System)

Elisa Johnson

(Federal Reserve Bank of San Francisco)

Kay E. Kowitt

(Office of the Comptroller of the Currency)

U.S. Department of Justice, Antitrust Division

G. Edward Leary

(Utah Department of Financial Institutions)

Robert J. Ingato

(CIT Group Inc.)

Joseph Otting

(IMB Holdco LLC)

H. Rodgin Cohen

Camille L. Orme

(Sullivan & Cromwell LLP)

Commenters Listed on Schedule A

If you have any questions with respect to any of the matters discussed inthis letter or in the materials included herewith, please feel free to contact me at(212) 558-4998 ([email protected]).

Very truly yours,

Stephen M. Salley

(Enclosures)

cc: Philip Bae

(Federal Reserve Bank of New York)

Adam CohenAndrew HartlagePhyllis HarwellLisa JoireJevon JordanBau NguyenMelissa Vanouse(Board of Governors of the Federal Reserve System)

Elisa Johnson(Federal Reserve Bank of San Francisco)

Kay E. Kowitt(Office of the Comptroller of the Currency)

U.S. Department of Justice, Antitrust Division

G. Edward Leary(Utah Department of Financial Institutions)

Robert J. Ingato(CIT Group Inc.)

Joseph Otting(IMB Holdco LLC)

H. Rodgin CohenCamille L. Orme(Sullivan & Cromwell LLP)

Commenters Listed on Schedule A

Schedule A

Commenters

Matthew R. Lee, Esq.

Executive Director

Inner City Press/Fair Finance Watch

747 Third Avenue

New York, New York 10017

Selma Taylor

Executive Director

California Resources and Training

300 Frank Ogawa Plaza, Suite 175

Oakland, California 94612

Sharon Miller

Chief Executive Officer

Renaissance Entrepreneurship Center

275 Fifth Street

San Francisco, California 94103

Maeve Elise Brown, Esq.

Executive Director

Housing and Economic Rights Advocates

1814 Franklin Street, Suite 1040


Viola Gonzales


AnewAmerica Community Corporation

1918 University Avenue, Suite 3A

Berkeley, California 94704

Roberto Barragan

President

VEDC

SFV ─ Small Business Development Corporation

5121 Van Nuys Boulevard

Van Nuys, California 91403

Isela Gracian

Vice President of Operations

East LA Community Corporation

530 South Boyle Avenue

Los Angeles, California 90033

Matt Huerta

Executive Director

Schedule ACommenters

Matthew R. Lee, Esq.Executive DirectorInner City Press/Fair Finance Watch747 Third AvenueNew York, New York 10017

Selma TaylorExecutive DirectorCalifornia Resources and Training300 Frank Ogawa Plaza, Suite 175Oakland, California 94612

Sharon MillerChief Executive OfficerRenaissance Entrepreneurship Center275 Fifth StreetSan Francisco, California 94103

Maeve Elise Brown, Esq.Executive DirectorHousing and Economic Rights Advocates1814 Franklin Street, Suite 1040Oakland, California 94612

Viola GonzalesChief Executive OfficerAnewAmerica Community Corporation1918 University Avenue, Suite 3ABerkeley, California 94704

Roberto BarraganPresidentVEDCSFV - Small Business Development Corporation5121 Van Nuys BoulevardVan Nuys, California 91403

Isela GracianVice President of OperationsEast LA Community Corporation530 South Boyle AvenueLos Angeles, California 90033

Matt HuertaExecutive Director

Neighborhood Housing Services Silicon Valley

31 North Second Street, Suite 300

San Jose, California 95133

Keith Ogden

Staff Attorney

Community Legal Services in East Palo Alto

1861 Bay Road

East Palo Alto, California 94303

Cynthia Strathmann

Executive Director

Strategic Actions for a Just Economy

152 West 32nd

Street


Dawn M. Lee

Executive Director and Chief Executive Officer

Neighborhood Housing Services of the Inland Empire

1390 North D Street

San Bernardino, California 92405

John E. Taylor

President and Chief Executive Officer

National Community Reinvestment Coalition

727 15th

Street, NW, Suite 900

Washington, D.C. 20005

Kerry N. Doi


Pacific Asian Consortium in Employment

1055 Wilshire Boulevard, Suite 1475


Hyepin Im


Korean Churches for Community Development



Amy Schur

Campaign Director

Alliance of Californians for Community Empowerment

3655 S. Grand Avenue, Suite 250


Sharon Kinlaw

Interim Executive Director

Neighborhood Housing Services Silicon Valley31 North Second Street, Suite 300San Jose, California 95133

Keith OgdenStaff AttorneyCommunity Legal Services in East Palo Alto1861 Bay RoadEast Palo Alto, California 94303

Cynthia StrathmannExecutive DirectorStrategic Actions for a Just Economy152 West 32nd StreetLos Angeles, California 90007

Dawn M. LeeExecutive Director and Chief Executive OfficerNeighborhood Housing Services of the Inland Empire1390 North D StreetSan Bernardino, California 92405

John E. TaylorPresident and Chief Executive OfficerNational Community Reinvestment Coalition727 15th Street, NW, Suite 900Washington, D.C. 20005

Kerry N. DoiPresident and Chief Executive OfficerPacific Asian Consortium in Employment1055 Wilshire Boulevard, Suite 1475Los Angeles, California 90017

Hyepin ImPresident and Chief Executive OfficerKorean Churches for Community Development3550 Wilshire Boulevard, Suite 736Los Angeles, California 90010

Amy SchurCampaign DirectorAlliance of Californians for Community Empowerment3655 S. Grand Avenue, Suite 250Los Angeles, California 90007

Sharon KinlawInterim Executive Director

Fair Housing Council of the San Fernando Valley

14621 Titus Street, Suite 100

Panorama City, California 91402

Luis Granados

Executive Director

Mission Economic Development Agency

2301 Mission Street, Suite 301


Sandy Jolley

Reverse Mortgage Suitability and Abuse Consultant

681 Benson Way

Thousand Oaks, California 91360

Brenda J. Rodriguez

Executive Director

Affordable Housing Clearinghouse

23861 El Toro Road, Suite 401

Lake Forest, California 92630

Matt Schwartz


The California Housing Partnership Corporation

369 Pine Street, Suite 300


Marcia Rosen

Executive Director

National Housing Law Project

703 Market Street, Suite 2000


Neal S. Dudovitz

Executive Director

Neighborhood Legal Services of Los Angeles County

1104 East Chevy Chase Drive

Glendale, California 91205

Kevin Stein

Associate Director

California Reinvestment Coalition

474 Valencia Street, Suite 230


Chancela Al-Mansour

Executive Director

Housing Rights Center

Fair Housing Council of the San Fernando Valley14621 Titus Street, Suite 100Panorama City, California 91402

Luis GranadosExecutive DirectorMission Economic Development Agency2301 Mission Street, Suite 301San Francisco, California 94110

Sandy JolleyReverse Mortgage Suitability and Abuse Consultant681 Benson WayThousand Oaks, California 91360

Brenda J. RodriguezExecutive DirectorAffordable Housing Clearinghouse23861 El Toro Road, Suite 401Lake Forest, California 92630

Matt SchwartzPresident and Chief Executive OfficerThe California Housing Partnership Corporation369 Pine Street, Suite 300San Francisco, California 94104

Marcia RosenExecutive DirectorNational Housing Law Project703 Market Street, Suite 2000San Francisco, California 94103

Neal S. DudovitzExecutive DirectorNeighborhood Legal Services of Los Angeles County1104 East Chevy Chase DriveGlendale, California 91205

Kevin SteinAssociate DirectorCalifornia Reinvestment Coalition474 Valencia Street, Suite 230San Francisco, California 94103

Chancela Al-MansourExecutive DirectorHousing Rights Center



Orson Aguilar

Executive Director

The Greenlining Institute

1918 University Avenue

Berkeley, California 94704

Ron Fong

Director

Asian Pacific Islander Small Business Program

231 E. 3rd

Street, Suite G-106


Robert Villarreal

Senior Vice President

CDC Small Business Finance

2448 Historic Decatur Road, Suite 200

San Diego, California 92106

Hubert Van Tol

President

PathStone Enterprise Center

400 East Avenue

Rochester, New York 14607

Francis C. Neri


Advocates for Neighbors, Inc.

4071 Summer Gate Avenue

Vallejo, California 94591

3255 Wilshire Boulevard, Suite 1150Los Angeles, California 90010

Orson AguilarExecutive DirectorThe Greenlining Institute1918 University AvenueBerkeley, California 94704

Ron FongDirectorAsian Pacific Islander Small Business Program231 E. 3rd Street, Suite G-106Los Angeles, California 90013

Robert VillarrealSenior Vice PresidentCDC Small Business Finance2448 Historic Decatur Road, Suite 200San Diego, California 92106

Hubert Van TolPresidentPathStone Enterprise Center400 East AvenueRochester, New York 14607

Francis C. NeriPresident and Chief Executive OfficerAdvocates for Neighbors, Inc.4071 Summer Gate AvenueVallejo, California 94591

Michael A. Chan

President

ASIAN, Inc.

1167 Mission Street, Fourth Floor


Earl “Skip” Cooper, II


Black Business Association

P.O. Box 43159


Thomas P. Tenorio


Community Action Agency of Butte County, Inc.

P.O. Box 6369

Chico, California 95927

Lillibeth Navarro

Founder and Executive Director

Communities Actively Living Independent & Free

634 S. Spring Street, Second Floor


Robert Wiener

Executive Director

California Coalition for Rural Housing

717 K Street, Suite 400

Sacramento, California 95814

Susan M. Reynolds


Community HousingWorks

2815 Camino del Rio South, Suite 350

San Diego, California 92108

Amie Fishman

Executive Director

East Bay Housing Organizations

538 9th Street, Suite 200


Michael A. ChanPresidentASIAN, Inc.1167 Mission Street, Fourth FloorSan Francisco, California 94103

Earl "Skip" Cooper, IIPresident and Chief Executive OfficerBlack Business AssociationP.O. Box 43159Los Angeles, California 90043

Thomas P. TenorioChief Executive OfficerCommunity Action Agency of Butte County, Inc.P.O. Box 6369Chico, California 95927

Lillibeth NavarroFounder and Executive DirectorCommunities Actively Living Independent & Free634 S. Spring Street, Second FloorLos Angeles, California 90014

Robert WienerExecutive DirectorCalifornia Coalition for Rural Housing717 K Street, Suite 400Sacramento, California 95814

Susan M. ReynoldsPresident and Chief Executive OfficerCommunity HousingWorks2815 Camino del Rio South, Suite 350San Diego, California 92108

Amie FishmanExecutive DirectorEast Bay Housing Organizations538 9th Street, Suite 200Oakland, California 94607

Robert Jones

Executive Director

East Palo Alto Community Alliance and Neighborhood Development Organization

2369 University Avenue

East Palo Alto, California 94303

Mark Moulton

Executive Director

Housing Leadership Council of San Mateo County

139 Mitchell Avenue

South San Francisco, California 94080

James F. Zahradka II

Supervising Attorney

Law Foundation of Silicon Valley

152 North Third Street, Third Floor


Michael Rawson

Director

Public Interest Law Project

449 15th Street, Suite 301


Robert Monzon

President

Montebello Housing Development Corporation

1619 Paramount Boulevard

Montebello, California 90640

Dolores Golden


Multicultural Real Estate Alliance For Urban Change

4437 West Slauson Ave


Lori R. Gay


Neighborhood Housing Services of Los Angeles County



Robert JonesExecutive DirectorEast Palo Alto Community Alliance and Neighborhood Development Organization2369 University AvenueEast Palo Alto, California 94303

Mark MoultonExecutive DirectorHousing Leadership Council of San Mateo County139 Mitchell AvenueSouth San Francisco, California 94080

James F. Zahradka IISupervising AttorneyLaw Foundation of Silicon Valley152 North Third Street, Third FloorSan Jose, California 95112

Michael RawsonDirectorPublic Interest Law Project449 15th Street, Suite 301Oakland, California 94612

Robert MonzonPresidentMontebello Housing Development Corporation1619 Paramount BoulevardMontebello, California 90640

Dolores GoldenChief Executive OfficerMulticultural Real Estate Alliance For Urban Change4437 West Slauson AveLos Angeles, California 90043

Lori R. GayPresident and Chief Executive OfficerNeighborhood Housing Services of Los Angeles County3926 Wilshire Boulevard, Suite 200Los Angeles, California 90010

Glenn Hayes


NeighborWorks Orange County

128 E. Katella Avenue, Suite 200

Orange, California 92867

Eric Weaver

Founder and Chief Executive Officer

Opportunity Fund

111 W. St. John Street, Suite 800


Darryl Rutherford

Executive Director

Sacramento Housing Alliance

1800 21st Street, Suite 100

Sacramento, California 95811

Junious Williams


Urban Strategies Council

1720 Broadway, Second Floor


Marva Smith Battle-Bey

President

Vermont Slauson Economic Development Corporation

1130 West Slauson Avenue


Mark Masaoka

Policy Director

Asian Pacific Policy and Planning Council

905 E. 8th

Street


Nora Mendez

Executive Director

Orange County Community Housing Corporation

2024 N. Broadway, Suite 300

Santa Ana, California 92709

Scott Morse

16 Claus Way

Marstons Mills, Massachusetts 02648

Glenn HayesPresident and Chief Executive OfficerNeighborWorks Orange County128 E. Katella Avenue, Suite 200Orange, California 92867

Eric WeaverFounder and Chief Executive OfficerOpportunity Fund111 W. St. John Street, Suite 800San Jose, California 9511

Darryl RutherfordExecutive DirectorSacramento Housing Alliance1800 21st Street, Suite 100Sacramento, California 95811

Junious WilliamsChief Executive OfficerUrban Strategies Council1720 Broadway, Second FloorOakland, California 94612

Marva Smith Battle-BeyPresidentVermont Slauson Economic Development Corporation1130 West Slauson AvenueLos Angeles, California 90044

Mark MasaokaPolicy DirectorAsian Pacific Policy and Planning Council905 E. 8th StreetLos Angeles, California 90021

Nora MendezExecutive DirectorOrange County Community Housing Corporation2024 N. Broadway, Suite 300Santa Ana, California 92709

Scott Morse16 Claus WayMarstons Mills, Massachusetts 02648

Svetlana Tyshkevich

Auburn, California 95603

S Patrick


Rebecca Boyle

DuPont, Washington 92837

Mike Healey

236 Broadway

Milford, Connecticut 06460

Lisa Marshall

337 7th Street

Manhattan Beach, California 90266

Karen Nierhake

848 Corte Briones

Martinez, California 94553

Diane Bucy

Columbus, Ohio 43228

Carol Sheppard

225 Tillotson Road

Fanwood, New Jersey 07023

Bert Thompson

Riverside, California 92503

Caarla Dimondstein

Fort Bragg, California 95437

Allana Baroni

Get Social

Vera Morales

Montebello, California 90641

Susan Batista

1074 Truxton Drive

Perth Amboy, New Jersey 08861

Mark Reback


Svetlana TyshkevichAuburn, California 95603

S PatrickOakland, California 94609

Rebecca BoyleDuPont, Washington 92837

Mike Healey236 BroadwayMilford, Connecticut 06460

Lisa Marshall337 7th StreetManhattan Beach, California 90266

Karen Nierhake848 Corte BrionesMartinez, California 94553

Diane BucyColumbus, Ohio 43228

Carol Sheppard225 Tillotson RoadFanwood, New Jersey 07023

Bert ThompsonRiverside, California 92503

Caarla DimondsteinFort Bragg, California 95437

Allana BaroniGet Social

Vera MoralesMontebello, California 90641

Susan Batista1074 Truxton DrivePerth Amboy, New Jersey 08861

Mark RebackLos Angeles, California 90042

Marie McDonnell

15 Cape Lane

Brewster, Massachusetts 02631

Dolores Golden

Culver City, California 90230

Djibril Djigal

11234 Emily Lane SW

Olympia, Washington 98512

Emily Gasner


Elba Schildcrout

530 S. Boyle Ave


Geoffrey Stilwell

Fort Myers, Florida 33919

Harold Good

1 Widgeon Drive

Denver, Pennsylvania 17517

Randall Guerra

Sanger, California 93657

Theresa Martinez


Los Angeles Latino Chamber of Commerce

634 South Spring Street, Suite 600


Helen Kelly

P.O. Box 237

Pleasanton, California 94566

Tod Lindner

477 San Marin Drive

Novato, California 94945

Teena Colebrook

4217 W. 142nd

Street

Hawthorne, California 90250

Marie McDonnell15 Cape LaneBrewster, Massachusetts 02631

Dolores GoldenCulver City, California 90230

Djibril Djigal11234 Emily Lane SWOlympia, Washington 98512

Emily GasnerSan Francisco, California 94133

Elba Schildcrout530 S. Boyle AveLos Angeles, California 90033

Geoffrey StilwellFort Myers, Florida 33919

Harold Good1 Widgeon DriveDenver, Pennsylvania 17517

Randall GuerraSanger, California 93657

Theresa MartinezChief Executive OfficerLos Angeles Latino Chamber of Commerce634 South Spring Street, Suite 600Los Angeles, California 90014

Helen KellyP.O. Box 237Pleasanton, California 94566

Tod Lindner477 San Marin DriveNovato, California 94945

Teena Colebrook4217 W. 142nd StreetHawthorne, California 90250

RESPONSES TO THE REQUEST FOR ADDITIONAL INFORMATION

DATED DECEMBER 10, 2014

FROM THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

IN CONNECTION WITH THE

APPLICATION

TO THE

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

RELATING TO THE PROPOSED ACQUISITION OF

IMB HOLDCO LLC

BY

CIT GROUP INC.

AND

CARBON MERGER SUB LLC

____________________________

December 22, 2014

____________________________

‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗

RESPONSES TO THE REQUEST FOR ADDITIONAL INFORMATION

DATED DECEMBER 10, 2014

FROM THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

IN CONNECTION WITH THE

APPLICATION

TO THE

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

RELATING TO THE PROPOSED ACQUISITION OF

IMB HOLDCO LLC

BY

CIT GROUP INC.

AND

CARBON MERGER SUB LLC

December 22, 2014

-1-

Responses to the Request for Additional Information, dated December 10, 2014, from the

Board of Governors of the Federal Reserve System1

_____________________________________________________________________

1. Provide the final version of the document “CIT Bank N.A. Community

Reinvestment Act Plan”, the draft of which was included as Annex C to the letter

responding to the public comments submitted to the Federal Reserve Bank of New

York on October 30, 2014, (the “CITBNA Draft CRA Plan”).

At this time, the parties are continuing to work to prepare a CRA plan that would be

submitted to the CITBNA board of directors for approval following closing of the Transaction. The

Applicants will provide that plan in a supplemental submission.

2. The CITBNA Draft CRA Plan indicates that CITBNA will broaden its CRA

investment portfolio to include more complex investments while maintaining its

risk and return tolerances. Describe these investments in detail.

CITB and OWB are not yet able to provide specific details about the expanded CRA

investment portfolio because this will be based, in part, on input from CITBNA’s to-be-formed

Community Development Advisory Board following the closing of the Transaction.2

The parties have considered the following types of investments as examples of more

complex investments that CITBNA is expected to explore: Social Impact Bonds, equity and debt

investments in Community Development Financial Institutions, and Equity Equivalent Investments

(EQ2s). CITBNA will complete due diligence and risk and legal assessments with respect to any

particular proposed CRA investment to ensure the investment is consistent with CITBNA’s credit and

risk standards.

3. List any CIT Bank or OneWest Bank consumer or small business products or

services that CIT intends to discontinue following the proposed transaction.

Other than the anticipated sale of OneWest’s reverse mortgage servicing business

(Financial Freedom), which was announced prior to the announcement of the proposed Transaction,

CIT and OneWest do not intend to discontinue any consumer or small business products or services

following the proposed Transaction.

1 Capitalized terms used but not defined herein shall have the meanings set forth in the Application to the Board of

Governors of the Federal Reserve System (the “Board”), dated August 20, 2014, relating to the proposed acquisition of

IMB Holdco LLC by CIT Group Inc. and Carbon Merger Sub LLC.

Information included in this response regarding OneWest and OWB was provided to the Applicants by OneWest.

2 The Community Development Advisory Board will serve as an advisor to CITBNA on: community development

needs; current programs and services in place and/or in development to address these needs; and opportunities for the

bank to help satisfy community development needs through investments and community service.

Responses to the Request for Additional Information, dated December 10, 2014, from theBoard of Governors of the Federal Reserve SystemI

1. Provide the final version of the document "CIT Bank N.A. CommunityReinvestment Act Plan", the draft of which was included as Annex C to the letterresponding to the public comments submitted to the Federal Reserve Bank of NewYork on October 30, 2014, (the "CITBNA Draft CRA Plan").

At this time, the parties are continuing to work to prepare a CRA plan that would besubmitted to the CITBNA board of directors for approval following closing of the Transaction. TheApplicants will provide that plan in a supplemental submission.

2. The CITBNA Draft CRA Plan indicates that CITBNA will broaden its CRAinvestment portfolio to include more complex investments while maintaining itsrisk and return tolerances. Describe these investments in detail.

CITB and OWB are not yet able to provide specific details about the expanded CRAinvestment portfolio because this will be based, in part, on input from CITBNA's to-be-formedCommunity Development Advisory Board following the closing of the Transaction.

The parties have considered the following types of investments as examples of morecomplex investments that CITBNA is expected to explore: Social Impact Bonds, equity and debtinvestments in Community Development Financial Institutions, and Equity Equivalent Investments(EQ2s). CITBNA will complete due diligence and risk and legal assessments with respect to anyparticular proposed CRA investment to ensure the investment is consistent with CITBNA's credit andrisk standards.

3. List any CIT Bank or OneWest Bank consumer or small business products orservices that CIT intends to discontinue following the proposed transaction.

Other than the anticipated sale of OneWest's reverse mortgage servicing business(Financial Freedom), which was announced prior to the announcement of the proposed Transaction,CIT and OneWest do not intend to discontinue any consumer or small business products or servicesfollowing the proposed Transaction.

Capitalized terms used but not defined herein shall have the meanings set forth in the Application to the Board ofGovernors of the Federal Reserve System (the "Board"), dated August 20, 2014, relating to the proposed acquisition ofIMB Holdco LLC by CIT Group Inc. and Carbon Merger Sub LLC.

Information included in this response regarding OneWest and OWB was provided to the Applicants by OneWest.

2 The Community Development Advisory Board will serve as an advisor to CITBNA on: community developmentneeds; current programs and services in place and/or in development to address these needs; and opportunities for thebank to help satisfy community development needs through investments and community service.

-1-

-2-

4. To the extent known, describe any measures OneWest Bank takes to prevent

prescreening, discouragement, or exclusion of credit applications on a prohibited

basis. Include any contemplated changes to those measures after consummation of

the proposal.

OneWest has a comprehensive Fair Lending Policy (the “FL Policy”) and Fair Lending

Program (the “FL Program”) (both of which are more fully described in the response to Question 5

below) which require compliance, and are designed to ensure OneWest complies, with fair lending

laws, including Regulation B and the Fair Housing Act. The FL Policy and FL Program expressly

prohibit prescreening, discouragement and exclusion of credit applications on a prohibited basis.

The FL Program is also designed to proactively identify and minimize the risk of fair

lending issues. For example, OneWest has a Fair Lending Officer who leads OneWest’s Fair and

Responsible Lending Department (“FRLD”) and is organizationally independent from any lending

units. The Fair Lending Officer must review and approve any new lending program prior to its

submission to the relevant committee at OWB for approval in order to ensure the program does not

contain problematic systemic or structural components that may create fair lending issues. The FRLD

reviews all marketing materials for compliance with fair lending laws and industry best practices.

Additionally, as described in the response to Question 5, the FRLD monitors consumer complaints that

might suggest fair lending issues, either on an individual or a systemic basis.

As discussed further in the response to Question 9, OneWest also requires all its

employees to complete annual fair lending training (which includes training as to the FL Policy and

applicable fair lending laws), and employees must pass a post-training comprehension test.

As discussed further in the response to Question 6, it is expected that CITBNA will

continue OneWest’s existing FL Policy and FL Program, supplemented as necessary to address any

additional lending activities and/or products of the combined CITBNA.

5. To the extent known, describe the key elements of OneWest Bank’s policies,

procedures, and practices to ensure compliance with the fair lending laws as they

relate to home mortgage lending as well as to monitor fair lending risk. Include in

your response a discussion of any comparative file analysis, self-

assessments/audits, second review processes, complaint resolution processes, and

fair lending training of which CIT is aware.

OneWest maintains a comprehensive, board-approved FL Policy and FL Program that is

designed to ensure compliance with fair lending laws, including by prevent prescreening,

discouragement, or exclusion of credit applications on a prohibited basis.

The FL Policy mandates that OneWest make all credit products available on a fair and

consistent basis to all applicants regardless of race, ethnicity, color, religion, national origin, sex,

marital status, age, disability, receipt of public assistance, familial status, or the exercise of any right

under the Consumer Credit Protection Act. The FL Policy defines fair lending expectations and

delineates fair lending responsibilities of the (i) board of directors, (ii) management at each business

line, (iii) all employees, (iv) OneWest’s Fair Lending Officer and compliance personnel, and (v)

internal audit.

4. To the extent known, describe any measures OneWest Bank takes to preventprescreening, discouragement, or exclusion of credit applications on a prohibitedbasis. Include any contemplated changes to those measures after consummation ofthe proposal.

OneWest has a comprehensive Fair Lending Policy (the "FL Policy") and Fair LendingProgram (the "FL Program") (both of which are more fully described in the response to Question 5below) which require compliance, and are designed to ensure OneWest complies, with fair lendinglaws, including Regulation B and the Fair Housing Act. The FL Policy and FL Program expresslyprohibit prescreening, discouragement and exclusion of credit applications on a prohibited basis.

The FL Program is also designed to proactively identify and minimize the risk of fairlending issues. For example, OneWest has a Fair Lending Officer who leads OneWest's Fair andResponsible Lending Department ("FRLD") and is organizationally independent from any lendingunits. The Fair Lending Officer must review and approve any new lending program prior to itssubmission to the relevant committee at OWB for approval in order to ensure the program does notcontain problematic systemic or structural components that may create fair lending issues. The FRLDreviews all marketing materials for compliance with fair lending laws and industry best practices.Additionally, as described in the response to Question 5, the FRLD monitors consumer complaints thatmight suggest fair lending issues, either on an individual or a systemic basis.

As discussed further in the response to Question 9, OneWest also requires all itsemployees to complete annual fair lending training (which includes training as to the FL Policy andapplicable fair lending laws), and employees must pass a post-training comprehension test.

As discussed further in the response to Question 6, it is expected that CITBNA willcontinue OneWest's existing FL Policy and FL Program, supplemented as necessary to address anyadditional lending activities and/or products of the combined CITBNA.

5. To the extent known, describe the key elements of OneWest Bank's policies,procedures, and practices to ensure compliance with the fair lending laws as theyrelate to home mortgage lending as well as to monitor fair lending risk. Include inyour response a discussion of any comparative file analysis, self-assessments/audits, second review processes, complaint resolution processes, andfair lending training of which CIT is aware.

OneWest maintains a comprehensive, board-approved FL Policy and FL Program that isdesigned to ensure compliance with fair lending laws, including by prevent prescreening,discouragement, or exclusion of credit applications on a prohibited basis.

The FL Policy mandates that OneWest make all credit products available on a fair andconsistent basis to all applicants regardless of race, ethnicity, color, religion, national origin, sex,marital status, age, disability, receipt of public assistance, familial status, or the exercise of any rightunder the Consumer Credit Protection Act. The FL Policy defines fair lending expectations anddelineates fair lending responsibilities of the (i) board of directors, (ii) management at each businessline, (iii) all employees, (iv) OneWest's Fair Lending Officer and compliance personnel, and (v)internal audit.

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While the FL Policy serves as the governance document for OneWest’s fair lending

compliance, the FL Program outlines how the fair lending compliance mandated by the FL Policy is to

be implemented. The FL Program describes how OneWest executes fair lending compliance across a

number of topics, such as (i) underwriting standards, (ii) marketing and distribution, (iii) monitoring,

(iv) training, (v) complaints management and resolution and (vi) reporting.

OneWest takes fair lending compliance seriously, and self-assessment and monitoring

activities undertaken by the FRLD (under the leadership of the Fair Lending Officer) are important

aspects of OneWest’s FL Program to ensure ongoing compliance and proactive identification of fair

lending concerns. Examples of OneWest’s existing self-assessment and monitoring activities are

discussed below:

Annual Risk Assessments. On an annual basis, the FRLD conducts a

detailed risk assessment (the “Risk Assessment”) of OWB’s consumer lending

activities, including mortgage lending, against each key component of fair lending laws

and regulatory requirements. The assessment includes an evaluation of the inherent risk

of OWB’s lending activities, along with an assessment of the quality of the controls and

the resulting residual risk. The Risk Assessment informs OWB’s approach to

minimizing fair lending risks, including by helping OWB to identify areas of higher fair

lending risk which are emphasized during focal point testing (described below).

Comparative file reviews. On an annual basis, the FRLD conducts a

comparative file review. In the comparative file review, the FRLD evaluates loan files

for mortgage applicants in protected classes against loan files for similarly situated

applicants who are not in a protected class to detect possible disparate treatment with

respect to credit decisions and pricing. To date, OneWest’s comparative file reviews

have not identified concerns relating to discrimination against applicants in protected

classes.

Focal point testing. As determined by the Risk Assessment, the FRLD

conducts targeted compliance reviews of OWB’s activities that involve higher fair

lending compliance risk. For example, OneWest recently conducted a focused review

on a mortgage marketing campaign to evaluate disparity in solicitation of majority-

minority geographies (OneWest did not identify any concerns as a result of this review).

As a result of a focused compliance review, follow-up actions may be required with

respect to the business activity, for example, to implement additional measures to

reduce fair lending compliance risk proactively and/or to correct any identified

concerns.

Complaint monitoring. OneWest maintains an independent complaint

management unit. As part of the unit’s complaint review, the unit determines whether

any complaint involves allegations regarding fair lending issues. Any such identified

complaint is flagged for review by the FRLD within OneWest’s complaint monitoring

system. The FRLD reviews all complaints that involve an allegation of fair lending

violations, and the Fair Lending Officer reviews all high-risk fair lending complaints.

The complaint review is designed to address both (i) individual complaints, which are

tracked to conclusion to ensure a resolution consistent with the FL Policy and

applicable fair lending laws and (ii) any trends that suggest any systemic issues so that

While the FL Policy serves as the governance document for OneWest's fair lendingcompliance, the FL Program outlines how the fair lending compliance mandated by the FL Policy is tobe implemented. The FL Program describes how OneWest executes fair lending compliance across anumber of topics, such as (i) underwriting standards, (ii) marketing and distribution, (iii) monitoring,(iv) training, (v) complaints management and resolution and (vi) reporting.

OneWest takes fair lending compliance seriously, and self-assessment and monitoringactivities undertaken by the FRLD (under the leadership of the Fair Lending Officer) are importantaspects of OneWest's FL Program to ensure ongoing compliance and proactive identification of fairlending concerns. Examples of OneWest's existing self-assessment and monitoring activities arediscussed below:

Annual Risk Assessments. On an annual basis, the FRLD conducts adetailed risk assessment (the "Risk Assessment") of OWB's consumer lendingactivities, including mortgage lending, against each key component of fair lending lawsand regulatory requirements. The assessment includes an evaluation of the inherent riskof OWB's lending activities, along with an assessment of the quality of the controls andthe resulting residual risk. The Risk Assessment informs OWB's approach tominimizing fair lending risks, including by helping OWB to identify areas of higher fairlending risk which are emphasized during focal point testing (described below).

Comparative file reviews. On an annual basis, the FRLD conducts acomparative file review. In the comparative file review, the FRLD evaluates loan filesfor mortgage applicants in protected classes against loan files for similarly situatedapplicants who are not in a protected class to detect possible disparate treatment withrespect to credit decisions and pricing. To date, OneWest's comparative file reviewshave not identified concerns relating to discrimination against applicants in protectedclasses.

Focal point testing. As determined by the Risk Assessment, the FRLDconducts targeted compliance reviews of OWB's activities that involve higher fairlending compliance risk. For example, OneWest recently conducted a focused reviewon a mortgage marketing campaign to evaluate disparity in solicitation of majority-minority geographies (OneWest did not identify any concerns as a result of this review).As a result of a focused compliance review, follow-up actions may be required withrespect to the business activity, for example, to implement additional measures toreduce fair lending compliance risk proactively and/or to correct any identifiedconcerns.

Complaint monitoring. OneWest maintains an independent complaintmanagement unit. As part of the unit's complaint review, the unit determines whetherany complaint involves allegations regarding fair lending issues. Any such identifiedcomplaint is flagged for review by the FRLD within OneWest's complaint monitoringsystem. The FRLD reviews all complaints that involve an allegation of fair lendingviolations, and the Fair Lending Officer reviews all high-risk fair lending complaints.The complaint review is designed to address both (i) individual complaints, which aretracked to conclusion to ensure a resolution consistent with the FL Policy andapplicable fair lending laws and (ii) any trends that suggest any systemic issues so that

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OneWest can proactively identify and correct for fair lending concerns before they lead

to potential fair lending violations. OneWest’s Executive Consumer Complaint

Committee meets monthly, and any trends in fair lending complaints are discussed at

that meeting, including to determine whether any corrective actions should be

implemented.

Internal Audit. OWB’s internal audit department also conducts a

separate fair lending audit on a periodic basis to test for adherence to policies and

procedures.

In addition to self-assessment and monitoring, training is also a critical component of

OneWest’s fair lending compliance program. As discussed further in the response to Question 9,

OneWest requires all of its employees to complete annual fair lending training, which includes training

both as to OWB’s FL Policy and applicable fair lending laws, and employees must pass a post-training

comprehension test.

Specifically with respect to mortgage lending, OneWest also takes steps to ensure

compliance with the Equal Credit Opportunity Act and Regulation B. OWB has a formal, detailed

policy document that addresses Regulation B compliance. OWB refers to this policy document as the

“Regulation B Standard”. In addition to the FL Policy, all mortgage guidelines must meet the

requirements of the Regulation B Standard. Before submission to the relevant OWB committee for

approval, all mortgage guidelines are reviewed for compliance with OWB’s policies, including the FL

Policy and the Regulation B Standard, by the Fair Lending Officer and OWB’s Compliance

Department.

In addition to the various protocols and procedures described above, OWB takes an

additional step with regard to mortgage declinations. OneWest requires a management-level, second

review of all declined mortgages to verify the decline was consistent with bank policies and fair

lending laws. Finally, on an annual basis, the independent loan review department also conducts an

additional review of the declinations for compliance with OWB’s lending guidelines.

6. Clarify whether OneWest Bank’s risk-management systems and policies and

procedures for assuring compliance with fair lending laws would be implemented

at the combined organization. Describe any changes contemplated to these

systems, policies, and procedures. Describe any plans to provide oversight of these

programs at the combined organization.

It is expected that CITBNA will continue OneWest’s existing FL Policy and FL

Program; however, the FL Program and related Risk Assessment will be supplemented as necessary to

address any additional lending activities and products of the combined CITBNA. In addition, as

appropriate, compliance personnel, programs and controls at CIT will be incorporated into CITBNA’s

compliance procedures to supplement OneWest’s existing compliance program, both with respect to

fair lending and otherwise.

It is anticipated that the FRLD at CITBNA will report into CITBNA’s Chief

Compliance Officer.

OneWest can proactively identify and correct for fair lending concerns before they leadto potential fair lending violations. OneWest's Executive Consumer ComplaintCommittee meets monthly, and any trends in fair lending complaints are discussed atthat meeting, including to determine whether any corrective actions should beimplemented.

InternalAudit. OWB's internal audit department also conducts aseparate fair lending audit on a periodic basis to test for adherence to policies andprocedures.

In addition to self-assessment and monitoring, training is also a critical component ofOneWest's fair lending compliance program. As discussed further in the response to Question 9,OneWest requires all of its employees to complete annual fair lending training, which includes trainingboth as to OWB's FL Policy and applicable fair lending laws, and employees must pass a post-trainingcomprehension test.

Specifically with respect to mortgage lending, OneWest also takes steps to ensurecompliance with the Equal Credit Opportunity Act and Regulation B. OWB has a formal, detailedpolicy document that addresses Regulation B compliance. OWB refers to this policy document as the"Regulation B Standard". In addition to the FL Policy, all mortgage guidelines must meet therequirements of the Regulation B Standard. Before submission to the relevant OWB committee forapproval, all mortgage guidelines are reviewed for compliance with OWB's policies, including the FLPolicy and the Regulation B Standard, by the Fair Lending Officer and OWB's ComplianceDepartment.

In addition to the various protocols and procedures described above, OWB takes anadditional step with regard to mortgage declinations. OneWest requires a management-level, secondreview of all declined mortgages to verify the decline was consistent with bank policies and fairlending laws. Finally, on an annual basis, the independent loan review department also conducts anadditional review of the declinations for compliance with OWB's lending guidelines.

6. Clarify whether OneWest Bank's risk-management systems and policies andprocedures for assuring compliance with fair lending laws would be implementedat the combined organization. Describe any changes contemplated to thesesystems, policies, and procedures. Describe any plans to provide oversight of theseprograms at the combined organization.

It is expected that CITBNA will continue OneWest's existing FL Policy and FLProgram; however, the FL Program and related Risk Assessment will be supplemented as necessary toaddress any additional lending activities and products of the combined CITBNA. In addition, asappropriate, compliance personnel, programs and controls at CIT will be incorporated into CITBNA'scompliance procedures to supplement OneWest's existing compliance program, both with respect tofair lending and otherwise.

It is anticipated that the FRLD at CITBNA will report into CITBNA's ChiefCompliance Officer.

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7. To the extent known, provide information about OneWest Bank’s lending

activities to minority borrowers in 2012 and 2013, including an analysis of

OneWest Bank’s originations of:

(i) home purchase and home improvement loans to African Americans in the Los

Angeles-Long Beach-Glendale, CA MSA, and

Please see Tables 1 and 2 below.

(ii) conventional home purchase and refinance loans to Asian-American Pacific

Islanders in the state of California.

Please see Table 3 and 4 below.

Please include information about how OneWest Bank’s lending activities in those

geographical areas compare to the population demographics and the lending

activities of other banks in those same areas.

As is apparent in the data below,3 historically, OWB has engaged in only limited new

mortgage loan originations (e.g., only 81 single-family mortgage purchase originations nationwide in

2012 and 68 in 2013). Indeed, during the years 2012 and 2013 in particular, OWB’s primary focus

was engaging in loan modification and refinancing efforts in the context of its mortgage servicing

operations inherited from IndyMac, which servicing operations OneWest has now largely exited.

OWB’s highest priority at the time was to provide relief to existing borrowers who were

struggling with repayment of their loans. As described in the Applicants’ response, dated October 8,

2014, to the Board’s September 24, 2014 request for additional information, OWB was an early

adopter of HAMP and worked closely with the FDIC to develop innovative loan modification

programs that were the precursors to the U.S. Treasury’s HAMP program. During 2012 and 2013,

OneWest completed $7.7 billion of loan modifications in 26,261 unique loan modifications and, since

inception of the program, has modified loans to provide for $730 million of principal forgiveness. Of

this population, where race/ethnicity information was reported, 62% were minority borrowers.

During the same period, OneWest also prioritized affordable refinancing alternatives

under the Home Affordable Refinance Program. In 2013, OWB provided refinancing alternatives to

9,815 borrowers, of whom (i) on a nationwide basis, 36% were minority borrowers, (ii) in California,

52% were minority borrowers, and (iii) in the Los Angeles Long Beach-Glendale, CA MD, 66% were

minority borrowers.4

With regard to the first set of data requested (Tables 1 and 2 below), the number of

home purchase and home improvement loans originated by OWB in the Los Angeles-Long Beach-

Glendale, CA MD, irrespective of race, was very limited: 43 in 2012 and 26 in 2013, for borrowers

3 Data set forth below is derived from HMDA reporting and OWB’s internal records.

4 Percentages are based on only those borrowers who reported race/ethnicity.

7. To the extent known, provide information about OneWest Bank's lendingactivities to minority borrowers in 2012 and 2013, including an analysis ofOneWest Bank's originations of:

(i) home purchase and home improvement loans to African Americans in the LosAngeles-Long Beach-Glendale, CA MSA, and

Please see Tables 1 and 2 below.

(ii) conventional home purchase and refinance loans to Asian-American PacificIslanders in the state of California.

Please see Table 3 and 4 below.

Please include information about how OneWest Bank's lending activities in thosegeographical areas compare to the population demographics and the lendingactivities of other banks in those same areas.

As is apparent in the data below, 3 historically, OWB has engaged in only limited newmortgage loan originations (e.g., only 81 single-family mortgage purchase originations nationwide in2012 and 68 in 2013). Indeed, during the years 2012 and 2013 in particular, OWB's primary focuswas engaging in loan modification and refinancing efforts in the context of its mortgage servicingoperations inherited from IndyMac, which servicing operations OneWest has now largely exited.

OWB's highest priority at the time was to provide relief to existing borrowers who werestruggling with repayment of their loans. As described in the Applicants' response, dated October 8,2014, to the Board's September 24, 2014 request for additional information, OWB was an earlyadopter of HAMP and worked closely with the FDIC to develop innovative loan modificationprograms that were the precursors to the U.S. Treasury's HAMP program. During 2012 and 2013,OneWest completed $7.7 billion of loan modifications in 26,261 unique loan modifications and, sinceinception of the program, has modified loans to provide for $730 million of principal forgiveness. Ofthis population, where race/ethnicity information was reported, 62% were minority borrowers.

During the same period, OneWest also prioritized affordable refinancing alternativesunder the Home Affordable Refinance Program. In 2013, OWB provided refinancing alternatives to9,815 borrowers, of whom (i) on a nationwide basis, 36% were minority borrowers, (ii) in California,52% were minority borrowers, and (iii) in the Los Angeles Long Beach-Glendale, CA MD, 66% wereminority borrowers.4

With regard to the first set of data requested (Tables 1 and 2 below), the number ofhome purchase and home improvement loans originated by OWB in the Los Angeles-Long Beach-Glendale, CA MD, irrespective of race, was very limited: 43 in 2012 and 26 in 2013, for borrowers

3 Data set forth below is derived from HMDA reporting and OWB's internal records.

4 Percentages are based on only those borrowers who reported race/ethnicity.

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who reported their race/ethnicity. The Applicants respectfully submit that the sample size of the

requested data is too small to evaluate appropriately OWB’s lending efforts.

Given OWB’s focus during the relevant time period on refinancings, the Applicants

believe that origination data supplemented with refinancing data (544 refinancings in 2012 and 1,029

in 2013 in the Los Angeles-Long Beach Glendale, CA MD (nationwide figures were 2,991 and 10,583,

respectively)) provide a more appropriate basis on which to evaluate OWB’s lending efforts. Using

this expanded data set (home purchase/home improvement originations + refinancings), OneWest’s

rate of lending to African Americans was 8.5% for 2013, compared to 4.6% for peers (or 1.8 times the

peer group). For 2012 it was also above peers at 4.2% compared to 4.0% for peers.

With regard to the second set of data requested (Table 3 and 4 below), although

OneWest was below peers in home purchase + refinancing originations for Asian-Pacific Islander

borrowers in California, the most recent 2013 data indicate that for all originations and home purchase

+ refinancing originations, OneWest was above peers in overall minority origination share (58.9% v.

50.7% for all originations and 48.6% v. 42.6% for home purchase + refinancing originations).

Table 1

African American Origination Volume: OneWest Bank & Peer Lenders

Los Angeles-Long Beach-Glendale, CA Metropolitan Division 2012

African American Population Share: 8.8%

Minority Population Share: 68.7%

All Originations Home Purchase & Improvement Originations

Institution Total

Originations

African American

Originations Minority

Originations

African American

Origination Share

Minority Origination

Share Total

Originations

African American


Originations

African American

Origination Share


Share

ONEWEST BANK, FSB

455

19

158 4.2% 34.7%

43 0

6 0.0% 14.0%

All Peer Lenders

124,762

4,958

61,749 4.0% 49.5%

24,401

849

12,960 3.5% 53.1%

"Peer Lenders" includes all banks with HMDA-reported loan originations in the Los Angeles-Long Beach-Glendale, CA Metropolitan Division, in the indicated year.

The analysis excludes loans with no race/ethnicity information reported.

who reported their race/ethnicity. The Applicants respectfully submit that the sample size of therequested data is too small to evaluate appropriately OWB's lending efforts.

Given OWB's focus during the relevant time period on refinancings, the Applicantsbelieve that origination data supplemented with refinancing data (544 refinancings in 2012 and 1,029in 2013 in the Los Angeles-Long Beach Glendale, CA MD (nationwide figures were 2,991 and 10,583,respectively)) provide a more appropriate basis on which to evaluate OWB's lending efforts. Usingthis expanded data set (home purchase/home improvement originations + refinancings), OneWest'srate of lending to African Americans was 8.5% for 2013, compared to 4.6% for peers (or 1.8 times thepeer group). For 2012 it was also above peers at 4.2% compared to 4.0% for peers.

With regard to the second set of data requested (Table 3 and 4 below), althoughOneWest was below peers in home purchase + refinancing originations for Asian-Pacific Islanderborrowers in California, the most recent 2013 data indicate that for all originations and home purchase+ refinancing originations, OneWest was above peers in overall minority origination share (58.9% v.50.7% for all originations and 48.6% v. 42.6% for home purchase + refinancing originations).

Table 1



African American PopulationShare: 8.8%



African AfricanAfrican American Minority African American Minority

Total American Minority Origination Origination Total American Minority Origination OriginationInstitution Originations Originations Originations Share Share Originations Originations Originations Share Share

ONEWEST BANK, FSB 455 19 158 4.2% 34.7% 43 0 6 0.0% 14.0%

All Peer Lenders 124,762 4,958 61,749 4.0% 49.5% 24,401 849 12,960 3.5% 53.1%

"Peer Lenders" includes all banks with HMDA-reported loan originations in the Los Angeles-Long Beach-Glendale, CA Metropolitan Division, in theindicated year.


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Table 2



African American Population Share: 8.8%



Institution Total

Originations

African American


Originations

African American

Origination Share


Share Total

Originations

African American


Originations

African American

Origination Share


Share

ONEWEST BANK, FSB

846

72

498 8.5% 58.9%

26 0

4 0.0% 15.4%

All Peer Lenders

98,300

4,530

49,881 4.6% 50.7%

24,564

757

12,748 3.1% 51.9%

"Peer Lenders" includes all banks with HMDA-reported loan originations in the Los Angeles-Long Beach-Glendale, CA Metropolitan Division, in the indicated year.


Table 3

Asian & Pacific Islander Origination Volume: OneWest Bank & Peer Lenders

California 2012

Asian & Pacific Islander Population Share: 14.2%


Home Purchase & Refinance Originations

Institution Total Originations Asian-Pacific Islander


Originations Asian-Pacific Islander

Origination Share


Share

ONEWEST BANK, FSB 1,036 105 309 10.1% 29.8%

All Peer Lenders 597,065 144,433 247,866 24.2% 41.5%

"Peer Lenders" includes all banks with HMDA-reported loan originations in California in the indicated year.


Table 4


California 2013




Institution Total Originations Asian-Pacific Islander


Originations Asian-Pacific Islander

Origination Share


Share

ONEWEST BANK, FSB 2,645 291 1,285 11.0% 48.6%

All Peer Lenders 453,107 104,440 192,819 23.0% 42.6%



Table 2



African AmericanPopulation Share: 8.8%Minority PopulationShare: 68.7%


African AfricanAfrican American Minority African American Minority

Total American Minority Origination Origination Total American Minority Origination OriginationInstitution Originations Originations Originations Share Share Originations Originations Originations Share Share

ONEWEST BANK, FSB 846 72 498 8.5% 58.9% 26 0 4 0.0% 15.4%

All Peer Lenders 98,300 4,530 49,881 4.6% 50.7% 24,564 757 12,748 3.1% 51.9%

"Peer Lenders" includes all banks with HMDA-reported loan originations in the Los Angeles-Long Beach-Glendale, CA Metropolitan Division, in theindicated year.


Table 3


California 2012



Home Purchase & Refinance OriginationsMinority

Asian-Pacific Islander Minority Asian-Pacific Islander OriginationInstitution Total Originations Originations Originations Origination Share Share

ONEWEST BANK, FSB 1,036 105 309 10.1% 29.8%

All Peer Lenders 597,065 144,433 247,866 24.2% 41.5%



Table 4


California 2013




MinorityAsian-Pacific Islander Minority Asian-Pacific Islander Origination

Institution Total Originations Originations Originations Origination Share Share

ONEWEST BANK, FSB 2,645 291 1,285 11.0% 48.6%

All Peer Lenders 453,107 104,440 192,819 23.0% 42.6%



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8. To the extent known, provide a discussion of outreach and marketing activities

conducted by OneWest Bank, particularly to African-American and Asian-

American Pacific Islander individuals and majority-minority geographies. If

possible, provide MSA-specific information for the Los Angeles-Long Beach-

Glendale, CA MSA. Include any contemplated changes to those activities after

consummation of the proposal.

OneWest historically has engaged in very limited marketing efforts. To the extent it has

engaged in marketing, its recent efforts have been focused primarily on brand marketing, rather than

marketing of specific products. This approach is a result of OneWest’s experience of having limited

success with product-specific campaigns. As noted in the Applicants’ October 30, 2014 letter to the

Federal Reserve Bank of New York responding to certain commenters, in response to feedback from

community groups and commenters, CITBNA will commit to a $50,000 marketing pilot for

advertising in minority-owned publications and media platforms to improve community outreach

efforts and to reach an audience who may not be familiar with CITBNA’s products and services. This

amount may be increased based on successful marketing campaigns but will not be less than $50,000

on an annual basis for at least three years.

CIT and OneWest also continue outreach with community groups. After meetings with

over 50 organizations since CIT/OneWest’s September 17, 2014 Community, OneWest has committed

a line of credit to the National Asian American Coalition (NAAC) to allow it to acquire bank

foreclosure property for rehabilitation to be made available to LMI families, with a special preference

for returning veterans. OneWest also provided a grant to West Angeles CDC for a micro loan program

to improve the business climate in the LMI community of South Los Angeles.

Furthermore, the Applicants expect that, with the greater financial and personnel

resources of the combined institution and with the input of CITBNA’s Community Development

Advisory Board, CITBNA will have an enhanced ability to engage in community outreach and

marketing activities following closing of the Transaction.

9. To the extent known, provide information on the content of OneWest Bank’s fair

lending training programs, the individuals responsible for administering the

programs, the training schedule of classes offered, and the process (if any) of

testing employees. Include any contemplated changes to the fair lending training

programs after consummation of the proposal.

In conjunction with OWB’s human resources department (which is responsible for the

administration of training), the FRLD (including the Fair Lending Officer) develops and maintains a

fair lending training module that is part of the overall compliance training required of all OWB

employees.

Employees are required to complete this web-based training within 30 days of hire and

annually thereafter. The training includes comprehension testing with a minimum score of 90% and

includes coverage of the following fair lending topics:

Prohibited bases for lending

Restrictions on prescreening, discouragement and steering

8. To the extent known, provide a discussion of outreach and marketing activitiesconducted by OneWest Bank, particularly to African-American and Asian-American Pacific Islander individuals and majority-minority geographies. Ifpossible, provide MSA-specific information for the Los Angeles-Long Beach-Glendale, CA MSA. Include any contemplated changes to those activities afterconsummation of the proposal.

OneWest historically has engaged in very limited marketing efforts. To the extent it hasengaged in marketing, its recent efforts have been focused primarily on brand marketing, rather thanmarketing of specific products. This approach is a result of OneWest's experience of having limitedsuccess with product-specific campaigns. As noted in the Applicants' October 30, 2014 letter to theFederal Reserve Bank of New York responding to certain commenters, in response to feedback fromcommunity groups and commenters, CITBNA will commit to a $50,000 marketing pilot foradvertising in minority-owned publications and media platforms to improve community outreachefforts and to reach an audience who may not be familiar with CITBNA's products and services. Thisamount may be increased based on successful marketing campaigns but will not be less than $50,000on an annual basis for at least three years.

CIT and OneWest also continue outreach with community groups. After meetings withover 50 organizations since CIT/OneWest's September 17, 2014 Community, OneWest has committeda line of credit to the National Asian American Coalition (NAAC) to allow it to acquire bankforeclosure property for rehabilitation to be made available to LMI families, with a special preferencefor returning veterans. OneWest also provided a grant to West Angeles CDC for a micro loan programto improve the business climate in the LMI community of South Los Angeles.

Furthermore, the Applicants expect that, with the greater financial and personnelresources of the combined institution and with the input of CITBNA's Community DevelopmentAdvisory Board, CITBNA will have an enhanced ability to engage in community outreach andmarketing activities following closing of the Transaction.

9. To the extent known, provide information on the content of OneWest Bank's fairlending training programs, the individuals responsible for administering theprograms, the training schedule of classes offered, and the process (if any) oftesting employees. Include any contemplated changes to the fair lending trainingprograms after consummation of the proposal.

In conjunction with OWB's human resources department (which is responsible for theadministration of training), the FRLD (including the Fair Lending Officer) develops and maintains afair lending training module that is part of the overall compliance training required of all OWBemployees.

Employees are required to complete this web-based training within 30 days of hire andannually thereafter. The training includes comprehension testing with a minimum score of 90% andincludes coverage of the following fair lending topics:

* Prohibited bases for lending

* Restrictions on prescreening, discouragement and steering

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Evaluation of applicant income

Documentation of loan exceptions

Requirements for second review of denials.

Employees in positions with higher fair lending risk complete a more in-depth version

of the fair lending training.

A training program substantially similar to the OneWest program is expected to be

implemented by CITBNA after consummation of the proposed Transaction. However, the Applicants

expect that the nature and quality of training programs will be enhanced on a going forward basis by

virtue of the greater financial and personnel resources of the combined organization.

10. To the extent not previously discussed in the applications, please elaborate on the

public benefits that would result from this proposal, including a detailed discussion

of any addition or expansion of specific products, services, or other activities.

In recent Board orders evaluating the convenience and needs factor, the Board has

reviewed the benefits of a proposed transaction to the merging institutions’ customers, and more

broadly to the public.5 In these recent orders, the Board has stated that it considers all benefits of a

proposed transaction6 and that such benefits can include “merger-related cost savings, improvements in

the quality of existing product offerings, and the availability of products that were not previously

available to customers of either bank.”7 The Applicants believe that the Transaction will produce

significant public benefits with respect to each of these and other areas.

First, the Transaction will produce public benefits through CIT’s and OneWest’s

commitment to achieve an “Outstanding” CRA rating at CITBNA. CITBNA’s CRA lending and

investment are expected to increase as compared to CIT’s and OneWest’s combined CRA lending and

investment activities today. For example:

CITBNA’s small business lending volume in its southern California assessment area is

expected to be at least 200% higher than the current small business lending levels of OneWest

and CIT in these areas today, based on its small business lending target of $350 million.

CITBNA’s overall community development lending balance is expected to be at least 30%

higher than OneWest’s and CIT’s combined community development lending balances today,

based on its target to maintain a community development lending balance equal to at least 1%

of its outstanding deposit balances. The draft CRA plan notes a target for total community

development lending balances equal to at least 1% of assessment area deposit balances. CIT

5 See FirstMerit Corporation, Board Order No. 2013-3 (March 22, 2013) (“The Board has considered the extent to which

the proposal would benefit the customers of FirstMerit Bank, Citizens Bank, or both.”) and Cullen/Frost Bankers, Inc.,

Board Order No. 2014-10 (May 14, 2014) (“In assessing the effects of a proposal on the convenience and needs of the

communities to be served, the Board also considers the extent to which the proposal would result in public benefits.”).

6 “In evaluating the public benefits of a proposal, the Board considers all benefits of the proposed transaction, not just

those that benefit specific disadvantaged communities.” Board order approving Ameris Bancorp’s acquisition of the

Prosperity Banking Company (December 6, 2014) (citing FirstMerit Corporation, Board Order No. 2013-3 (March 22,

2013)).

7 United Bankshares, Inc., Board Order No. 2013-13 (December 12, 2013).

* Evaluation of applicant income

* Documentation of loan exceptions

* Requirements for second review of denials.

Employees in positions with higher fair lending risk complete a more in-depth versionof the fair lending training.

A training program substantially similar to the OneWest program is expected to beimplemented by CITBNA after consummation of the proposed Transaction. However, the Applicantsexpect that the nature and quality of training programs will be enhanced on a going forward basis byvirtue of the greater financial and personnel resources of the combined organization.

10. To the extent not previously discussed in the applications, please elaborate on thepublic benefits that would result from this proposal, including a detailed discussionof any addition or expansion of specific products, services, or other activities.

In recent Board orders evaluating the convenience and needs factor, the Board hasreviewed the benefits of a proposed transaction to the merging institutions' customers, and morebroadly to the public.5 In these recent orders, the Board has stated that it considers all benefits of aproposed transaction6 and that such benefits can include "merger-related cost savings, improvements inthe quality of existing product offerings, and the availability of products that were not previouslyavailable to customers of either bank."7 The Applicants believe that the Transaction will producesignificant public benefits with respect to each of these and other areas.

First, the Transaction will produce public benefits through CIT's and OneWest'scommitment to achieve an "Outstanding" CRA rating at CITBNA. CITBNA's CRA lending andinvestment are expected to increase as compared to CIT's and OneWest's combined CRA lending andinvestment activities today. For example:

* CITBNA's small business lending volume in its southern California assessment area isexpected to be at least 200% higher than the current small business lending levels of OneWestand CIT in these areas today, based on its small business lending target of $350 million.

* CITBNA's overall community development lending balance is expected to be at least 30%higher than OneWest's and CIT's combined community development lending balances today,based on its target to maintain a community development lending balance equal to at least 1%of its outstanding deposit balances. The draft CRA plan notes a target for total communitydevelopment lending balances equal to at least 1% of assessment area deposit balances. CIT

See FirstMerit Corporation, Board Order No. 2013-3 (March 22, 2013) ("The Board has considered the extent to whichthe proposal would benefit the customers of FirstMerit Bank, Citizens Bank, or both.") and Cullen/Frost Bankers, Inc.,Board Order No. 2014-10 (May 14, 2014) ("In assessing the effects of a proposal on the convenience and needs of thecommunities to be served, the Board also considers the extent to which the proposal would result in public benefits.").

6 "In evaluating the public benefits of a proposal, the Board considers all benefits of the proposed transaction, not justthose that benefit specific disadvantaged communities." Board order approving Ameris Bancorp's acquisition of theProsperity Banking Company (December 6, 2014) (citing FirstMerit Corporation, Board Order No. 2013-3 (March 22,2013)).

7 United Bankshares, Inc., Board Order No. 2013-13 (December 12, 2013).

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and OneWest now expect that target to be at least 1% of total outstanding deposit balances,

which will be reflected in the updated CRA plan.

CITBNA’s overall community development donations are expected to be 80% higher than

OneWest’s and CIT’s overall community development donations today, based on its target to

make $3 million in annual community development donations in its assessment area.

Additional targets, reflected in CITBNA’s draft CRA plan, that will result in public

benefits include the following:

To meet or exceed peer benchmark lending targets for LMI tracts and borrowers;

To develop a small business loan and technical assistance referral program so that businesses

unable to qualify for small business loans from CITBNA can be referred to local CDFIs and

other nonprofit providers to assist potential borrowers better prepare themselves to qualify for

conventional financing;

To maintain a single point of contact to work with nonprofit groups representing homeowners

seeking to secure loan modifications;

To seek to have representatives from the Latino, Asian American and Pacific Islander and

African-American communities on the CITBNA board of directors within three years from the

closing of the Transaction;

To set a target for percentage of vendor spend with women, minority- and service disabled

veteran- owned businesses within 120 days of the closing of the Transaction;

To reduce the minimum opening balance for OneWest’s existing Personal Checking account

product from $100 to $25; and

To actively recruit minorities, disabled persons, veterans and unemployed individuals through

outreach in targeted job fairs and job boards.

As noted above, CITBNA is also expected to establish a Community Development Advisory Board,

which will create a formal open channel for community groups to provide input and support the bank

in its community development efforts.

Second, the Applicants do not expect any discontinuation or significant change in

products or services offered by either institution8 and no branch closures will occur as a result of the

Transaction. To the contrary, as discussed in prior submissions, CIT and OneWest have highly

complementary products and services, and each of CIT’s and OneWest’s customers will have access to

an expanded suite of products and services that are not currently available from either organization on

a standalone basis. For example, OneWest’s small business and middle market customers will have

access to CIT’s wider suite of business financing products. OneWest’s current small business lending

consists primarily of SBA 504 and 7(a) lending products. OneWest’s existing and future micro-,

small- and medium-sized business customers will benefit significantly from access to CIT’s small-

ticket leasing, commercial lending and factoring products (indeed, OneWest currently does not offer

factoring or leasing products, the availability of which the Applicants believe would benefit OneWest’s

current and prospective small business customers). Similarly, CIT’s business customers will have

access to OneWest’s deposit (checking) and cash management services (which are not currently

offered by CIT), and CIT’s smaller business customers, in particular, will have access to additional

products and services from OneWest’s lending platform. In addition, it is expected that CITB’s

8 The Board has previously cited the absence of changes to products or services in its discussion of a transaction’s public

benefits. See ViewPoint Financial Group, Inc., Board Order No. 2014-20 (December 9, 2014).

and OneWest now expect that target to be at least 1% of total outstanding deposit balances,which will be reflected in the updated CRA plan.

* CITBNA's overall community development donations are expected to be 80% higher thanOneWest's and CIT's overall community development donations today, based on its target tomake $3 million in annual community development donations in its assessment area.

Additional targets, reflected in CITBNA's draft CRA plan, that will result in publicbenefits include the following:

* To meet or exceed peer benchmark lending targets for LMI tracts and borrowers;* To develop a small business loan and technical assistance referral program so that businesses

unable to qualify for small business loans from CITBNA can be referred to local CDFIs andother nonprofit providers to assist potential borrowers better prepare themselves to qualify forconventional financing;

* To maintain a single point of contact to work with nonprofit groups representing homeownersseeking to secure loan modifications;

* To seek to have representatives from the Latino, Asian American and Pacific Islander andAfrican-American communities on the CITBNA board of directors within three years from theclosing of the Transaction;

* To set a target for percentage of vendor spend with women, minority- and service disabledveteran- owned businesses within 120 days of the closing of the Transaction;

* To reduce the minimum opening balance for OneWest's existing Personal Checking accountproduct from $100 to $25; and

* To actively recruit minorities, disabled persons, veterans and unemployed individuals throughoutreach in targeted job fairs and job boards.

As noted above, CITBNA is also expected to establish a Community Development Advisory Board,which will create a formal open channel for community groups to provide input and support the bankin its community development efforts.

Second, the Applicants do not expect any discontinuation or significant change inproducts or services offered by either institution8 and no branch closures will occur as a result of theTransaction. To the contrary, as discussed in prior submissions, CIT and OneWest have highlycomplementary products and services, and each of CIT's and OneWest's customers will have access toan expanded suite of products and services that are not currently available from either organization ona standalone basis. For example, OneWest's small business and middle market customers will haveaccess to CIT's wider suite of business financing products. OneWest's current small business lendingconsists primarily of SBA 504 and 7(a) lending products. OneWest's existing and future micro-,small- and medium-sized business customers will benefit significantly from access to CIT's small-ticket leasing, commercial lending and factoring products (indeed, OneWest currently does not offerfactoring or leasing products, the availability of which the Applicants believe would benefit OneWest'scurrent and prospective small business customers). Similarly, CIT's business customers will haveaccess to OneWest's deposit (checking) and cash management services (which are not currentlyoffered by CIT), and CIT's smaller business customers, in particular, will have access to additionalproducts and services from OneWest's lending platform. In addition, it is expected that CITB's

The Board has previously cited the absence of changes to products or services in its discussion of a transaction's publicbenefits. See ViewPoint Financial Group, Inc., Board Order No. 2014-20 (December 9, 2014).

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existing internet deposit customers will receive access to new online and mobile banking services that

are expected to be launched by CITBNA following closing.

Finally, the Transaction will result in a combined institution with a more diversified and

lower-cost funding base, and, with its greater resources, an enhanced lending capacity. In addition to

funding cost synergies, the Transaction is expected to result in operations efficiencies through

consolidation of IT and other systems-related activities. Moreover, the Applicants believe that with

these efficiencies and the greater financial strength and stability of the combined institution, the

combined institution will be a more effective competitor.

For these reasons, and others cited in the Application and related materials, the

Applicants believe that the Transaction will result in significant benefits to CIT’s and OneWest’s

customers and the public and support the Board’s consideration of the effect of the Transaction on the

convenience and needs of the community.

existing internet deposit customers will receive access to new online and mobile banking services thatare expected to be launched by CITBNA following closing.

Finally, the Transaction will result in a combined institution with a more diversified andlower-cost funding base, and, with its greater resources, an enhanced lending capacity. In addition tofunding cost synergies, the Transaction is expected to result in operations efficiencies throughconsolidation of IT and other systems-related activities. Moreover, the Applicants believe that withthese efficiencies and the greater financial strength and stability of the combined institution, thecombined institution will be a more effective competitor.

For these reasons, and others cited in the Application and related materials, theApplicants believe that the Transaction will result in significant benefits to CIT's and OneWest'scustomers and the public and support the Board's consideration of the effect of the Transaction on theconvenience and needs of the community.

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Documents

SULLIVAN & CROMWELL LLP 125 Broad Street...Dec 22, 2014 · Fair Housing Council the San Fernando Valley 14621 Titus Street, Suite 100 Panorama City, California 91402 Luis Granados