National City Bank - s. 80

UPON application (the Application) by National City Bank (the Bank) to the Ontario Securities Commission (the Commission) for an order pursuant to section 80 of the Act exempting the Bank from the requirement to obtain registration as an adviser under clause 22(1)(b) of the Act in connection with the authorized foreign banking activities to be carried on by the Bank in Ontario;

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Bank having represented to the Commission that:

1.The Bank is a United States incorporated bank and is a foreign bank, as such term is defined in section 2 of the Bank Act (Canada) (the Bank Act).

2.The Bank currently conducts commercial lending activities in Canada through National City Canada, Inc. (NCC), its wholly-owned Canadian subsidiary. NCC is a private corporation incorporated under the Ontario Business Corporations Act and is not a financial institution regulated by the Bank Act.

3.Until recently, a foreign bank was not allowed under the Bank Act to establish a branch in Canada and could only carry on commercial lending activities by establishing a foreign bank subsidiary in Canada or, with the consent of the Minister of Finance, by establishing a private corporation. The Bank and NCC received an order of the Minister of Finance to establish NCC.

4.In 1999, the Bank Act was amended to add Part XII.1, which creates the concept of an authorized foreign bank. Under the Bank Act, an authorized foreign bank is a foreign bank that has applied to the Minister of Finance (the Minister) for an order under section 524(1) of the Bank Act (an AFB Order) permitting such foreign bank to become an authorized foreign bank. An authorized foreign bank is permitted to establish a branch in Canada to, among other things, carry on commercial lending activities.

5.The Bank received an AFB Order on December 8, 2000. The Bank expects to commence commercial lending activities by setting up a Canadian branch upon receipt of this MRRS decision document. The Bank expects that it will likely wind up NCC once the new branch is in place. Once established, the Bank's branch operations will be limited to commercial lending activities. The Bank will not operate a retail lending business nor be a deposit taking institution in Canada.

6.Section 31(a) of the Act refers to a bank listed on Schedule I or II to the Bank Act in connection with the exemption from the adviser registration requirement however no reference is made in the Act to entities listed on Schedule III to the Bank Act.

7.In order to ensure that the Bank, as an entity listed on Schedule III to the Bank Act, is able to provide banking services to businesses in Ontario it requires similar exemptions under the Act currently available to banking institutions incorporated under the Bank Act to the extent that the current exemptions applicable to such banking institutions are relevant to the banking business being undertaken by the Bank in Ontario.

8.The Bank will be performing certain foreign exchange advisory services in connection with its principal banking business.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS RULED pursuant to section 80 of the Act that, in connection with the authorized foreign banking activities to be carried on by the Bank in Ontario, the Bank is exempt from the requirement of clause 22(1)(b) of the Act where the performance of the service as an adviser is solely incidental to the Bank's principal banking business in Ontario.

December 19th, 2000.

J. A. Geller, H. I. Wetston