UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
Statement of Eligibility and Qualification Under the
Trust Indenture Act of 1939 of a Corporation
Designated to Act as Trustee
___ Check if an application to determine eligibility
of a trustee pursuant to section 305(b)(2)
Deutsche Bank National Trust Company
(Exact name of trustee as specified in its charter)
300 South Grand Avenue
Los Angeles, California 90071 13-3347003
(Address of principal (I.R.S. Employer
executive offices) Identification No.)
Financial Asset Securities Corp.
(Exact name of obligor as specified in its charter)
Delaware 06-1442101
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
600 Steamboat Road
Greenwich, Connecticut 06830
(Address of principal executive offices) (Zip Code)
Home Loan Mortgage Trust 2004-2, Asset-Backed Notes, Series 2004-2
(Title of the Indenture Securities)
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it is
subject.
NAME ADDRESS
Office of the Comptroller 1114 Avenue of the
of the Currency Americas, Suite 3900
New York, New York 10036
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Item 16. List of Exhibits
Exhibit 1 -
Articles of Association as amended on April 15, 2002.
Exhibit 2 -
Certificate of the Comptroller of the Currency dated August 6, 2004.
Exhibit 3 -
Certification of Fiduciary Powers dated August 6, 2004.
Exhibit 4 -
Existing By-Laws of Deutsche Bank National Trust Company as amended dated May
21, 2003.
Exhibit 5 -
Not Applicable.
Exhibit 6 -
Consent of Deutsche Bank National Trust Company required by Section
321(b) of the Act.
Exhibit 7 -
Reports of Condition of Deutsche Bank National Trust Company, dated as of
September 30, 2004.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Deutsche Bank National Trust Company, a national banking association,
organized and existing under the laws of the United States, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the city of Santa Ana, and State of
California, on the 21st day of December, 2004.
Deutsche Bank National Trust Company
By:/s/ Ronaldo Reyes
Ronaldo Reyes
Assistant Vice President
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
CERTIFICATE
I, Ronaldo Reyes, do hereby certify that:
1. I am the duly elected Asst. V.P. of Deutsche Bank National Trust
Company, a national bank organized and existing under the laws of the United
States of America (the "Association").
2. The Articles of Association of the Association, under the name of BT
Trust Company of California, National Association, were filed with the
Comptroller of the Currency, Northeastern District office on February 13, 1986
(the "Original Articles"). A copy of said Original Articles, as amended from
time to time and as certified by the Comptroller of the Currency on February 4,
2002, is attached hereto as Exhibit A.
3. A further amendment to the Articles of Association of the
Association changing the title of the Association to "Deutsche Bank National
Trust Company" effective April 15, 2002, was filed with the Comptroller of the
Currency, Western District Office Licensing Unit on March 28, 2003 (the "Amended
Articles"). A copy of that amendment is attached hereto as Exhibit B.
4. The Original Articles and the Amended Articles, taken together,
constitute the entire Articles of Association of the Association, as in effect
on the date hereof; such Articles of Association of the Association have not
been further modified or rescinded.
IN WITNESS WHEREOF, I have set my hand and seal of Deutsche Bank
National Trust Company this 24th day of November, 2004.
/s/ Ronaldo Reyes
-----------------
Ronaldo Reyes
Assistant Vice President
Comptroller of the Currency
Administrator of National Banks
Washington, D.C. 20219
CERTIFICATE
I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that the
document hereto attached is a true copy, as recorded in this Office, of the
currently effective Articles of Association for "Bankers Trust Company of
California, National Association," Los Angeles, California, (Charter No. 18608)
IN TESTIMONY WHEREOF, I have
hereunto subscribed my name and
caused my seal of office to be
affixed to these presents at the
Treasury Department in the City
of Washington and District of
Columbia, the Monday, February
04, 2002
/s/ John D. Hawke, Jr.
Comptroller of the Currency
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF ASSOCIATION
OF
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
I, David Abramson, certify that:
1. I am the duly elected Secretary of Bankers Trust Company of
California, N.A.
2. On January 17, 1992, at a special meeting of the
Shareholders of Bankers Trust Company of California, N.A., the following
resolution and amendment to Article FIFTH of the Articles of Association of
Bankers Trust Company of California, N.A. was adopted:
RESOLVED, that Bankers Trust Holdings, Inc. the sole
shareholder of Bankers Trust Company of California, N.A.
("BTCal"), hereby approves of the amendment to the first
paragraph of Articles FIFTH of the Articles of Association of
BTCal, to read as follows:
The authorized amount of capital stock of this
Association shall be 500,00 shares of common stock of
the par value of One Hun- dred Dollars and no cents
($100.00) each; but said capital stock may be
increased or decreased from time to time, in
accordance with the provisions of the laws of the
United states.
Article FIFTH of the Articles of Association of Bankers Trust Company of
California, N.A. is restated in entirety, as follows:
The authorized amount of capital stock of
this Association shall be 500,000 shares of common stock of
the par value of One Hundred Dollars and no cents ($100.00)
each; but said capital stock may be increased or decreased
from time to time, in accordance with the provisions of the
laws of the United States.
No holder of shares of the capital stock of
any class of the Association shall have any pre-emptive or
preferen- tial right of subscription to any shares of any
class of stock of the Association, whether now or hereafter
authorized, or to any obligations convertible into stock of
the Association, issued, or sold, nor any right of subscrip
-tion thereto other than such, if any, as the Board of
Directors, in its discretion may from time to time deter- ine
and at such price as the Board of Directors may from time to
time fix.
If the capital stock is increased by a stock
dividend, each shareholder shall be entitled to his/her
proportionate amount of such increase in accordance with the
number of shares of capital stock owned by him/her at the time
the increase is authorized by the shareholders, unless another
time subsequent to the date of the shareholders' meeting is
specified in a resolution adopted by the shareholders at the
time the increase is authorized.
The Association, at any time and from time
to time, may authorize and issue debt obligations, whether or
not subordinated, without the approval of the shareholders.
3. The foregoing amendment of the Articles of
Association has been duly approved by the Board of Directors
of Bankers Trust Company of California, N.A. on January 7,
1992.
4. The Resolution and Amendment set forth above has
not been modified or rescinded and is in full force and
effect.
IN WITNESS WHEREOF, I have set my hand and the seal
of this Association this 22nd day of January, 1992.
/s/ David Abramson
------------------
David Abramson
Secretary
DATE ACCEPTED: February 10, 1992
-----------------
/s/ John C. Beers
-----------------
BY: John C. Beers
Acting Director for Analysis
Western District
2
BT TRUST COMPANY OF CALIFORNIA,
NATIONAL ASSOCIATION
I, DAVID ABRAMSON, certify that:
I am the duly constituted Secretary of BT Trust Company of
California, National Association, and as such officer I am
the official custodian of its records; and that the following
is a true and correct copy of a resolution of the
Association's Shareholders, and such resolution is now
lawfully in force and effect:
RESOLVED, that the amendment of the First Article of
Association is hereby approved, shall be effective
immediately, and shall read as follows:
FIRST: The title of this Association shall be
"Bankers Trust Company of California, National
Association.
And that the following is a true and correct copy of a resolution
of the Association's Board of Director's, and such resolution is
now lawfully in force and effect:
RESOLVED, that the amendment of the title of the
Association's By-Laws to read "Bankers Trust Company
of California, National Association", is hereby
approved.
Dated: March 20, 1987
--------------
/s/ David Abramson
------------------
Secretary
EXHIBIT A
Filed
Comptroller of The Currency
Northeastern District
Date FEB 13 1986
-----------
BT TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION
ARTICLES OF ASSOCIATION
For the purpose of organizing an association to carry on the business
of a limited purpose trust company under the laws of the United States, the
undersigned do enter into the following articles of association:
FIRST: The title of this Association shall be "BT Trust
Company of California, National Association".
SECOND: The main office of the Association shall be in the
City of Los Angeles, County of Los Angeles, State of California. The general
business of the Association shall be conducted at its main office and its
branches.
THIRD: The Board of Directors of this Association shall
consist of not less than five nor more than twenty- five shareholders, the exact
number of Directors within such minimum and maximum limits to be fixed and
determined from time to time by resolution of a majority of the full Board of
Directors or by resolution of the shareholders at any annual or special meeting
thereof. Each director, during the full term of his or her directorship, shall
own a minimum of $1,000 aggregate par value of stock of this association or a
minimum par market value or equity interest of $1,000 of stock in the bank
holding company controlling this association. Unless otherwise provided by the
laws of the United States, any vacancy in the Board of Directors for may reason,
including an increase in the number thereof, may be filled by action of the
Board of Directors.
FOURTH: The annual meeting of the shareholders for the
election of Directors and the transaction of whatever other business may be
brought before said meeting shall be held at the main office or such other place
as the Board of Directors may designate, on the day of each year specified
therefor in the By-Laws, but if no election is held on that day, it may be held
on any subsequent day according to the provisions of law; and all elections
shall be held according to such lawful regulations as may be prescribed by the
Board of Directors.
Nominations for election to the Board of Directors may be made
by the Board of Directors or by any shareholder of any outstanding class of
capital stock of the Association entitled to vote for election of directors.
Nominations other than those made by or on behalf of the existing management of
the Association, shall be made in writing and shall be delivered or mailed to
the President of the Association and to the Comptroller of the Currency,
Washington, D.C., not less than 14 days nor more than
-2-
50 days prior to any meeting of shareholders called for the election of
directors; provided, however, that if less than 21 days' notice of the meeting
is given to shareholders, such nomination shall be mailed or delivered to the
President of the Association and to the Comptroller of the Currency not later
than the close of business on the seventh day following the day on which the
notice of meeting was mailed. Such notification shall contain the following
information to the extent known to the notifying shareholder: (a) the name and
address of each proposed nominee; (b) the principal occupation of each proposed
nominee; (c) the total number of shares of capital stock of the Association that
will be voted for each proposed nominee; (d) the name and Residence address of
the notifying shareholder; and (e) the number of shares of capital stock of the
Association owned by the notifying shareholder. Nominations not made in
accordance herewith may, in his/her discretion, be disregarded by the
chairperson of the meeting, and upon his/her instructions, the vote tellers may
disregard all votes cast for each such nominee.
FIFTH: The authorized amount of capital stock of this
Association shall be 5,000 shares of common stock of the par value of One
Hundred Dollars and no cents ($100.00) each; but said capital stock may be
increased or decreased from time to time, in accordance with the provisions of
the laws of the United States.
No holder of shares of the capital stock of any class of the
Association shall have any pre-emptive or preferential right of subscription to
any shares of any class of stock of the Association, whether now or hereafter
authorized, or to any obligations convertible into stock of the Association,
issued, or sold, nor any right of subscription thereto other than such, if any,
as the Board of Directors, in its discretion may from time to time determine and
at such price as the Board of Directors may from time to time fix.
If the capital stock is increased by a stock dividend, each
share holder shall be entitled to his/her proportionate amount of such increase
in accordance with the number of shares of capital sock owned by him/her at the
time the increase is authorized by the shareholders, unless another time
subsequent to the date of the shareholders' meeting is specified in a resolution
adopted by the shareholders at the time the increase is authorized.
The Association, at any time and from time to time, may
authorize and issue debt obligations, whether or not subordinated, without the
approval of the shareholders.
-3-
SIXTH: The Board of Directors (a majority of whom shall be a
quorum to do business) shall appoint one of its members to be President of the
Association who shall hold office (unless he shall become disqualified or be
sooner removed by a two-thirds vote of the members of the Board) for the term
for which he was elected a Director. The Board of Directors may appoint one of
its members to be Chairperson of the Board, who shall perform such duties as may
be designated by it. The Board of Directors shall have power to appoint one or
more Vice-Presidents; and to appoint a Cashier and such other officers and
employees as may be required to transact the business of the Association.
The Board of Directors shall have the power to define the
duties of the officers and employees of the Association; to fix the salaries to
be paid to them; to dismiss them; to require bonds from them and to fix the
penalty thereof; to regulate the manner in which any increase of the capital of
the Association shall be made; to manage and administer the business and affairs
of the Association; to make all by-laws that it may be lawful for them to make
and generally do and perform all acts that it may be legal for a board of
directors to do and perform.
SEVENTH: The Board of Directors shall have the power to change
the location of the main office of the Association to any other place within
the limit of the City of Los Angeles, without the approval of the shareholders
but subject to the approval of the Comptroller of the Currency; and shall have
the power to establish or change the location of any branch or branches of the
Association to any other location, without the approval of the shareholders
but subject to the approval of the Comptroller of the Currency.
EIGHTH: The corporate existence of this Association shall
continue until terminated in accordance with the laws of the United States.
NINTH: The Board of Directors of this Association, or any
three or more shareholders owning, in the aggregate, not less than 25 percent of
the stock of this Association, may call a special meeting of shareholders at any
time. Unless otherwise provided by the laws of the United States, a notice of
the time, place, and purpose of every annual and special meeting of the
shareholders shall be given by first-class mail, postage prepaid, mailed at
least ten days prior to the date of such meeting to each shareholder of record
at her/her address as shown upon the books of the Association.
-4-
TENTH: Any person, his/her heirs, executors or administrators,
may be indemnified or reimbursed by the Association for liability and reasonable
expenses (including amounts paid in settlement or in satisfaction of judgments
or as fines or penalties) actually incurred in connection with any claim,
action, suit, or proceeding, civil or criminal, whether or not by or in the
right of the Association, in which he/she or they shall be involved or
threatened to be involved by reason of he/her being or having been a director,
officer, or employee of the Association or of any firm, corporation, or
organization which he/she serves or has served in any such capacity at the
specific request of the Association (provided he/she so served at the specific
request of the Association in writing signed by the Chairperson of the Board or
the President and specifically referring to this Article Tenth); provided,
however, that no person shall be so indemnified or reimbursed (1) in relation to
any matter in an action, suit or proceeding as to which he/she shall finally be
adjudged to have been guilty of, or liable for, willful misconduct, gross
neglect of duty or criminal acts in the performance of his/her duties to the
Association or such firm, corporation or organization; or (2) in relation to any
matter in a claim, action, suit or proceeding which has been made the subject of
a settlement except with the approval of (a) a court of competent jurisdiction,
(b) the Board of Directors, acting by vote of Directors not parties to the same
or substantially the same action, suit or proceeding, constituting a majority of
the whole number of the Directors, or (c) the shareholders, acting by vote of a
majority of the outstanding shares of capital stock; and provided further that,
in the case of persons serving another firm, corporation or organization at the
request of the Association, the indemnity provided in this Article Tenth shall
apply only if and to the extent that, after making such efforts as the Board of
Directors or shareholders shall deem adequate under the circumstances, such
person shall be unable to obtain indemnification from such firm, corporation or
organization. The foregoing provisions for indemnification or reimbursement
shall not be exclusive of other rights to which such person, his/her heirs,
executors or administrators, may be entitled by contract or otherwise. Unless
the context clearly requires otherwise, the term "the Association" as used in
this Article shall include any predecessor corporation.
The Association may, upon the affirmative vote of a majority
of its Board of Directors, purchase insurance for the purpose of indemnifying
its directors, officers and other employees to the extent that such
indemnification is allowed in the preceding paragraph. Such insurance may, but
need not, be for the benefit of all directors, officers, or employees.
-5-
ELEVENTH: The powers of the Association shall be limited to
conducting the business of a trust company under a national bank charter, and no
amendment to such powers may be made without the prior approval of the
Comptroller of the Currency.
TWELFTH: These Articles of Association may be amended at any
regular or special meeting of the shareholders by the affirmative vote of the
holders of a majority of the stock of the Association, voting in person or by
proxy, unless the vote of the holders of a greater amount of stock is required
by law, and in that case by the vote of the holders of such greater amount.
IN WITNESS WHEREOF, we have hereunto set our hands on this the date appearing
opposite our names.
/s/ Peter E. Lengyel 10/7/85
Peter E. Lengyel date
/s/ Harold K. Atkins 10/7/85
Harold K. Atkins date
/s/ John L. Murphy 10/7/85
John L. Murphy date
/s/ Allan C. Martin 10/7/85
Allan C. Martin date
/s/ Rein Lumi 10/7/85
Rein Lumi date
/s/ Gerard P. Hourihan 10/7/85
Gerard P. Hourihan date
State of New York
County of New York
Before the undersigned, a Notary Public of the State of New
York personally appeared Peter E. Lengyel, to me known, who acknowledged that he
executed the foregoing certificate for the purposes therein mentioned.
Witness my hand and seal of office this 7 day of October,
1985.
/s/ David Abramson
Notary Public
DAVID ABRAMSON
Notary Public, State of New York
No. 60-0007785
Commission Expires March 30, 1987
State of New York
County of New York
Before the undersigned, a Notary Public of the State of New
York personally appeared John L. Murphy, to me known, who acknowledged that he
executed the foregoing certificate for the purposes therein mentioned.
Witness my hand and seal of office this 7 day of October,
1985.
/s/ David Abramson
Notary Public
DAVID ABRAMSON
Notary Public, State of New York
No. 60-0007785
Commission Expires March 30, 1987
State of New York
County of New York
Before the undersigned, a Notary Public of the State of New
York personally appeared Harold K. Atkins, to me known, who acknowledged that he
executed the foregoing certificate for the purposes therein mentioned.
Witness my hand and seal of office this 7 day of October,
1985.
/s/ David Abramson
Notary Public
DAVID ABRAMSON
Notary Public, State of New York
No. 60-0007785
Commission Expires March 30, 1987
State of New York
County of New York
Before the undersigned, a Notary Public of the State of New
York personally appeared Allan C. Martin, to me known, who acknowledged that he
executed the foregoing certificate for the purposes therein mentioned.
Witness my hand and seal of office this 7 day of October,
1985.
/s/ David Abramson
Notary Public
DAVID ABRAMSON
Notary Public, State of New York
No. 60-0007785
Commission Expires March 30, 1987
State of New York
County of New York
Before the undersigned, a Notary Public of the State of New
York personally appeared Rein Lumi, to me known, who acknowledged that he
executed the foregoing certificate for the purposes therein mentioned.
Witness my hand and seal of office this 7 day of October,
1985.
/s/ David Abramson
Notary Public
DAVID ABRAMSON
Notary Public, State of New York
No. 60-0007785
Commission Expires March 30, 1987
State of New York
County of New York
Before the undersigned, a Notary Public of the State of New
York personally appeared Gerard P. Hourihan, to me known, who acknowledged that
he executed the foregoing certificate for the purposes therein mentioned.
Witness my hand and seal of office this 7 day of October,
1985.
/s/ David Abramson
Notary Public
DAVID ABRAMSON
Notary Public, State of New York
No. 60-0007785
Commission Expires March 30, 1987
EXHIBIT B
Comptroller of the Currency
Administrator of National Banks
Attn: Licensing Unit
50 Fremont Street, Suite 3900
San Francisco, CA 94105
(415) 545-5930, FAX (415) 442-5315
April 4, 2002
Sandra L. West
Assistant Secretary
C/o Deutsche Bank
31 West 52nd Street-M/S NYC09-0810
New York, NY 10019
Re: Title Change
------------
Bankers Trust Company of California, N.A.
Los Angeles, California
Charter No. 18608
Dear Ms. West:
The Office of the Comptroller of the Currency (OCC) has received your letter
concerning the title change, appropriate amendment to the First Article of
Association of Bankers Trust Company of California, National Association. The
OCC will update their records to reflect that as of April 15, 2002, the Title of
Bankers Trust Company of California, National Association, Charter Number 18608
will change to Deutsche Bank National Trust Company.
The original of the bank's respective Article has been forwarded to the bank's
official file with our Office and an original is hereby returned for your
records.
As a result of the Garn-St Germain Depository Institutions Act of 1982, the OCC
is no longer responsible for the approval of national bank name changes nor does
it maintain official record on the use of alternate titles. The use of other
titles or the retention of the rights to any previously used title is the
responsibility of the bank's board of directors. Legal counsel should be
consulted to determine whether or not the new title, or any previously used
title, could be challenged by competing institutions under the provisions of
federal or state law.
Very truly yours,
/s/ James A. Bundy
James A. Bundy
Licensing Manager
Enclosure
BANKERS TRUST COMPANY OF CALIFORNIA,
NATIONAL ASSOCIATION
I, DAVID ABRAMSON, certify that:
1. I am the duly elected and acting Secretary of Bankers Trust Company
of California, National Association (formerly, BT Trust Company of California),
and as such officer, I am the official custodian of its records; that the
following is a true and correct copy of resolutions adopted by the Association's
shareholders; and that such resolutions are now lawfully in force and effect:
RESOLVED, that the Association is hereby authorized to amend the First
Article of Association read as follows:
FIRST: The title of this Association shall be
"Deutsche Bank National Trust Company."
FURTHER RESOLVED, that the effective date of the amendment of the First
Article of Association shall be April 15, 2002.
2. The following is a true and correct copy of a resolution of the
Association's Board of Directors, and such resolution is now lawfully in force
and effect:
RESOLVED, that the amendment of the First Article of Association to
change the title of the Association "Deutsche Bank National Trust
Company" is hereby approved, effective April 15, 2002.
3. The foregoing amendment to the Articles of Association has been duly
approved by the Board of Directors of Bankers Trust Company of California,
National Association on March 21, 2002.
4. The Resolution and Amendment set forth above has not been modified
or rescinded and is in full force and effect.
IN WITNESS HEREOF, I have set my hand and the seal of this Association
this 27th day of March 2002.
/s/ David Abramson
------------------
Secretary
State of New York )
) ss.:
County of New York)
On the 27th day of March in the year 2002 before me, the undersigned, a Notary
Public in and for said state, personally appeared David Abramson, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument;
/s/ Sandra L. West
- ------------------
Notary Public
Sandra L. West
Notary Public, State of New York
No. 01WE4942401
Qualified in New York County
Commission Expires September 19, 2002
Office of the Comptroller of the Currency
Accepted by: /s/ James A. Bundy
James A. Bundy, Licensing Manager
Date: 4/4/03
Comptroller of the Currency
Administrator of National Banks
Washington, D.C. 20219
CERTIFICATE
I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et
seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession,
custody and control of all records pertaining to the chartering,
regulation and supervision of all National Banking Associations.
2. Effective April 15, 2002, the title of "Bankers Trust Company of
California, National Association," Los Angeles, California, (Charter
No. 18608), was changed to "Deutsche Bank National Trust Company," Los
Angeles, California, (Charter No. 18608).
IN TESTIMONY WHEREOF, I have
hereunto subscribed my name and
caused my seal of office to be
affixed to these presents at the
Treasury Department, in the City
of Washington and District of
Columbia, this 17th day of May,
2002.
/s/ John D. Hawke, Jr.
------------------
Comptroller of the Currency
Deutsche Bank
Office of the Secretary OCC Bankers Trust Corporation
Mar 29 2002 31 West 52nd Street, NYC09-0810
Sandra L. West Western District New York, NY 10019
Assistant Secretary Tel 212 469-8174
Fax 646-324-9056
sandra.l.west@db.com
March 28, 2002
Mr. James A. Bundy, Licensing Manager
Office of the Comptroller of the Currency
Western District Office
50 Femont Street
Suite 3900
San Francisco, CA 94105-2292
Dear Mr. Bundy:
Re: Bankers Trust Company of California, National Association
(Charter No. 18608)
Please be advised that the Board of Directors and sole shareholder of Bankers
Trust Company of California, National Association, have authorized a change of
title for the Association, effective on April 15, 2002, as follows:
From: Bankers Trust Company of California, National Association
To: Deutsche Bank National Trust Company
Pursuant to 12 U.S.C. 21a, we are hereby requesting approval of the Office of
the Comptroller of the Currency to amend the Articles of Association to reflect
the name change and enclose two certified copies of the proposed amendment.
The Association, whose principal office is located at 300 South Grand Avenue,
Los Angeles, CA 90071, was originally chartered in October 1985 under the name
of BT Trust Company of California, National Association.
From its inception through June 4, 1999, the Association was an indirect
wholly-owned subsidiary of Bankers Trust New York Corporation (now, Bankers
Trust Corporation) ("Bankers Trust"). In June 1999, Bankers Trust, including its
subsidiaries, was acquired by a subsidiary Deutsche Bank AG, a bank organized
and existing under the laws of the Federal Republic of Germany. Deutsche Bank
was recently listed on the New York Stock Exchange ("NYSE") and its activities
are reported daily in the U.S. media. Since its acquisition of Bankers Trust and
subsequent listing on the New York Stock Exchange, awareness of the Deutsche
Bank brand has increased significantly. Management now deems
Mr. James A. Bundy
March 28, 2002
Page 2
it in the best interests of the firm at this time to consolidate all of the
U.S.-based businesses under the global Deutsche Bank brand.
Thank you for your consideration in this matter.
Please direct any questions or problems regarding this application to the
undersigned, as follows:
c/o Deutsche Bank
31 West 52nd Street - M/S NYC09-0810
New York, NY 10019
Phone: (212) 469-8174
Fax: (646) 324-9056
Sincerely yours,
BANKERS TRUST CORPORATION
By: /s/ Sandra L. West
------------------
Sandra L. West
Assistant Secretary
enclosures
cc: Joseph Marcy, OCC Lead Trust Examiner
Foy B. Hester, Vice President and Controller
Bankers Trust Company of California, N.A,
David Abramson, Secretary and Counsel
Bankers Trust Company of California, N.A.
Comptroller of the Currency
Administrator of National Banks
Washington, D.C. 20219
CERTIFICATE OF CORPORATE EXISTENCE
I, John D. Hawke, Jr. Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.
2. "Deutsche Bank National Trust Company," Los Angeles, California, (Charter No.
18608) is a National Banking Association formed under the laws of the United
States and is authorized thereunder to transact the business of banking on the
date of this Certificate.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
caused my seal of office to be affixed to these presents at
the Treasury Department in the City of Washington and District
of Columbia, this August 6, 2004.
/s/ John D. Hawke, Jr.
Comptroller of the Currency
Comptroller of the Currency
Administrator of National Banks
Washington, D.C. 20219
Certificate of Fiduciary Powers
I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.
2. "Deutsche Bank National Trust Company," Los Angeles, California, (Charter No.
18608), was granted, under the hand and seal of the Comptroller, the right to
act in all fiduciary capacities authorized under the provisions of the Act of
Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a, and that the
authority so granted remains in full force and effect on the date of this
Certificate.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
caused my seal of office to be affixed to these presents at
the Treasury Department in the City of Washington and District
of Columbia, this August 6, 2004.
/s/ John D. Hawke, Jr.
Comptroller of the Currency
CERTIFICATE
I, Ronaldo Reyes, do hereby certify that:
1. I am a duly elected Asst. V.P. of Deutsche Bank National Trust
Company (formerly known as Bankers Trust Company of California, N.A.), a
corporation duly organized and validly existing under the laws of the United
States of America (the "Company");
2. Attached hereto is a true, correct and complete copy of the By-laws
of the Company as in effect on the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
DEUTSCHE BANK NATIONAL TRUST COMPANY this 24th day of November, 2004.
/s/ Ronaldo Reyes
-----------------
Ronaldo Reyes
Assistant Vice President
BANKERS TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION
BY-LAWS
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The regular annual meeting of the
shareholders for the election of directors and the transaction of whatever other
business may properly come before the meeting, shall be held at the Main Office
of the Association, 400 South Hope Street, Los Angeles, California or such other
places as the Board of Directors may designate, at 11 a.m. on the third
Wednesday of March of each year. Notice of such meeting shall be mailed, postage
prepaid, at least ten days prior to the date thereof, addressed to each
shareholder at his address appearing on the books of the Association. If, for
any cause, an election of directors is not made on the said day, the Board of
Directors shall order the election to be held on some subsequent day, as soon
thereafter as practicable, according to the provisions of law; and notice
thereof shall be given in the manner herein provided for the annual meeting.
Section 1.2. Special Meetings. Except as otherwise
specifically provided by statue, special meetings of the shareholders may be
called for any purpose at any time by the Board of Directors or by any one or
more shareholders owning, in the aggregate, not less than twenty five percent
(25%) of the stock of the Association. Every such special meeting, unless
otherwise provided by law, shall be called by mailing, postage prepaid, not less
than ten days prior to the date fixed for such meeting, to each shareholder at
his address appearing on the books of the Association a notice stating the
purpose of the meeting.
Section 1.3. Nominations for Director. Nominations for
election to the Board of Directors may be made by the Board of Directors or by
any stockholder of any outstanding class of capital stock of the Association
entitled to vote for the election of directors.
1
Nominations, other than those made by or on behalf of the existing management of
the Association, shall be made in writing and shall be delivered or mailed to
the President of the Bank and to the Comptroller of the Currency, Washington,
D.C., not less than 14 days nor more than 50 days prior to any meeting of
shareholders called for the election of directors, provided however, that if
less than 21 days' notice of the meeting is given to shareholders, such
nomination shall be mailed or delivered to the President of the Bank and to the
Comptroller of the Currency not later than the close of business on the seventh
day following the day on which the notice of meeting was mailed. Such
notification shall contain the following information to the extent known to the
notifying shareholder: (a) the name and address of each proposed nominee; (b)the
principal occupation of each proposed nominee; (c) the total number of shares of
capital stock of the Bank that will be voted for each proposed nominee; (d) the
name and residence address of the notifying shareholder; and (e) the number of
shares of capital stock of the Bank owned by the notifying shareholder.
Nominations not made in accordance herewith may, in his/her discretion, be
disregarded by the Chairperson of the meeting, and upon his/her instructions,
the vote tellers may disregard all votes cast for each such nominee.
Section 1.4. Proxies. Shareholders may vote at any meeting of
the shareholders by proxies duly authorized in writing, but no officer or
employee of this Association shall act as proxy. Proxies shall be valid only for
one meeting, to be specified therein, and any adjournments of such meeting.
Proxies shall be dated and shall be filed with the records of the meeting.
Section 1.5 Quorum. A majority of the outstanding capital
stock, represented in person or by proxy, shall constitute a quorum at any
meeting of shareholders, unless otherwise provided by law; and less than a
quorum may adjourn any meeting, from time to time, and the
2
meeting may be held, as adjourned, without further notice. A majority of the
votes cast shall decide every question or matter submitted to the shareholders
at any meeting, unless otherwise provided by law or by the Articles of
Association.
ARTICLE II
Directors
Section 2.1. Board of Directors. The board of
directors(hereinafter referred to as the "Board"), shall have power to manage
and administer the business and affairs of the Association. Except as expressly
limited by law, all corporate powers of the Association shall be vested in and
may be exercised by said Board.
Section 2.2. Number. The Board shall consist of not less than
five nor more than twenty-five shareholders, the exact number within such
minimum and maximum limits to be fixed and determined from time to time by
resolution of the shareholders at any meeting thereof; provided, however, that a
majority of the full Board of Directors may not increase the number of directors
to a number which; (i) exceeds by more than two the number of directors last
elected by shareholders where such number was fifteen or less; and (ii) to a
number which exceeds by more than four the number of directors last elected by
shareholders where such number was sixteen or more, but in no event shall the
number of directors exceed twenty-five.
Section 2.3 Organization Meeting. The Secretary, upon
receiving the certificate of the judges, of the result of any election, shall
notify the directors-elect of their election and of the time at which they are
required to meet at the Main Office of the Association for the purpose of
organizing the new Board and electing and appointing officers of the Association
for the succeeding year. Such meeting shall be held on the day of the election
or as soon thereafter
3
as practicable, and, in any event, within thirty days thereof. If, at any time
fixed for such meeting, there shall not be a quorum present, the directors
present may adjourn the meeting, from time to time, until a quorum is obtained.
Section 2.4. Regular Meetings. Regular Meetings of the Board
of Directors shall be held from time to time, at such time as may be designated
from time to time by the Board of Directors and communicated to all directors.
Such meetings shall be held in the Main Office of the Association, subject to
the provisions of Section 2.6 below, and at least one such meeting shall be held
during any two consecutive calendar months.
Section 2.5 Special Meetings. Special meetings of the Board of
Directors may be called by the Chairperson or President of the Association, or
at the request of two or more directors. Each member of the Board of Directors
shall be given notice stating the time and place, by telegram, letter, or in
person, of each such special meeting.
Section 2.6 Quorum. A majority of the directors shall
constitute a quorum at any meeting, except when otherwise provided by law; but a
less number may adjourn any meeting, from time to time , and the meeting may be
held, as adjourned, without further notice. Any one or more directors may
participate in a meeting of the Board by means of a conference telephone or
similar communications equipment which allows all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at such a meeting. The vote of a majority of the
directors present at the time of the vote, if a quorum is present at such time,
shall be the act of the Board except as may be otherwise provided by statute or
the By-Laws.
Section 2.7. Vacancies. When any vacancy occurs among the
directors, the remaining members of the Board, in accordance with the laws of
the United States, may
4
appoint a director to fill such vacancy at any regular meeting of the Board, or
at a special meeting called for the purpose.
ARTICLE III
Committees of the Board
Section 3.1. Examining Committee. There shall be an Examining
Committee appointed annually by the Board which shall consist of two directors,
who are not also officers of the Association, one of whom shall be designated by
the Board as the Chairperson thereof. Such Committee shall conduct the annual
directors' examination of the Association as required by the Comptroller of the
Currency; shall review the reports of all examinations made of the Association
by public authorities and report thereon to the Board; and shall report to the
Board such other matters as it deems advisable with respect to the Association,
its various departments and the conduct of its operations.
In the performance of its duties, the Examining Committee may
employ or retain, from time to time, expert assistants, independent of the
officers or personnel of the Association, to make such studies of the
Association's assets and liabilities as the Committee may request and to make an
examination of the accounting and auditing methods of the Association and its
system of internal protective controls to the extent considered necessary or
advisable in order to determine that the operations of the Association,
including its fiduciary department, are being audited by the Auditor in such a
manner as to provide prudent and adequate protection. The Committee also may
direct the Auditor to make such investigation as it deems necessary or advisable
with respect to the Association, its various departments and
5
the conduct of its operations. The Committee shall hold regular quarterly
meetings and during the intervals thereof shall meet at other times on call of
the Chairperson.
Section 3.2. Investment Committee. There shall be an
investment committee composed of two directors, appointed by the board annually
or more often. The investment committee shall have the power to insure adherence
to the investment policy, to recommend amendments thereto, to purchase and sell
securities, to exercise authority regarding investment and to exercise, when the
board is not In session, all other powers of the Board regarding investment
securities that may be lawfully delegated. The investment committee shall keep
minutes of its meetings, and such minutes shall be submitted at the next regular
meeting of the Board of Directors at which a quorum is present, and any action
taken by the board with respect thereto shall be entered in the minutes of the
Board.
Section 3.3. Other Committees. The Board of Directors may
appoint, from time to time, from its own members, other committees of one or
more persons, for such purposes and with such powers as the Board may determine.
ARTICLE IV
Officers and Employees
Section 4.1. Chairperson of the Board. The Board of Directors
shall appoint one of its members to be Chairperson of the Board to serve at the
pleasure of the Board. Such person shall preside at all meetings of the Board of
Directors. The Chairperson of the Board shall supervise the carrying out of the
policies adopted or approved by the Board; shall have general executive powers,
as well as the specific powers conferred by these By-Laws; shall
6
also have and may exercise such further powers and duties as from time to time
may be conferred upon, or assigned by the Board of Directors.
Section 4.2. President. The Board of Directors shall appoint
one of its members to be President of the Association. In the absence of the
Chairperson, the President shall preside at any meeting of the Board. The
President shall have general executive powers, and shall have and may exercise
any and all other powers and duties pertaining by law, regulation, or practice,
to the Office of the President, or imposed by these By-Laws. The President shall
also have and may exercise such further powers and duties as from time to time
may be conferred, or assigned by the Board of Directors.
Section 4.3. Vice President. The Board of Directors shall
appoint one or more Vice Presidents. Each Vice President shall have such powers
and duties as may be assigned by the Board of Directors. One Vice President
shall be designated by the Board of Directors, in the absence of the President,
to perform all the duties of the President.
Section 4.4. Secretary. The Board of Directors shall appoint a
Secretary or other designated officer who shall be Secretary of the Board and of
the Association, and shall keep accurate minutes of all meetings. The Secretary
shall attend to the giving of all notices required by these By-Laws to be given;
shall be custodian of the corporate seal, records, documents and papers of the
Association; shall provide for the keeping of proper records of all transactions
of the Association; shall have and may exercise any and all other powers and
duties pertaining by law, regulation or practice, to the office of the
Secretary, or imposed by these By-Laws; and shall also perform such other duties
as may be assigned from time to time, by the Board of Directors.
Section 4.5. Other Officers. The Board of Directors may
appoint one or more assistant vice presidents, one or more trust officers, one
or more assistant trust officers, one or
7
more assistant secretaries, one or more assistant treasurers, and such other
officers and attorneys-in-fact as from time to time may appear to the Board of
Directors to be required or desirable to transact the business of the
Association. Such officers shall respectively exercise such powers and perform
such duties as pertain to their several offices, or as may be conferred upon, or
assigned to, them by the Board of Directors, the Chairperson of the Board, or
the President.
Section 4.6. Tenure of Office. The President and all other
officers shall hold office for the current year for which the Board was elected,
unless they shall resign, become disqualified, or be removed; and any vacancy
occurring in the office of President shall be filled promptly by the Board of
Directors.
ARTICLE V
Trust Department
Section 5.1. Trust Department. There shall be a department of
the Association known as the trust department which shall perform the fiduciary
responsibilities of the Association.
Section 5.2. Trust Officer. There shall be a trust officer of
this Association whose duties shall be to manage, supervise and direct all the
activities of the trust department. Such person shall do or cause to be done all
things necessary or proper in carrying on the business of the trust department
according to provisions of law and applicable regulations; and shall act
pursuant to opinion of counsel where such opinion is deemed necessary. Opinions
of counsel shall be retained on file in connection with all important matters
pertaining to fiduciary activities. The trust officer shall be responsible for
all assets and documents held by the
8
Association in connection with fiduciary matters. The Board of Directors may
appoint other officers of the trust department as it may deem necessary, with
such duties as may be assigned.
Section 5.3. Trust Investment Committee. There shall be a
trust investment committee of this Association composed of two members, who
shall be capable and experienced officers and directors of the Association. All
investments of funds held in a fiduciary capacity shall be made, retained or
disposed of only with the approval of the trust investment committee; and the
committee shall keep minutes of all its meetings, showing the disposition of all
matters considered and passed upon by it. The committee shall, promptly after
the acceptance of an account for which the bank has investment responsibilities,
review the assets thereof, to determine the advisability of retaining or
disposing of such assets. The committee shall conduct a similar review at least
once during each calendar year thereafter and within 15 months of the last
review. A report of all such reviews, together with the action taken as a result
thereof, shall be noted in the minutes of the committee.
Section 5.4. Trust Audit Committee. The Board of Directors
shall appoint a committee of two Directors, exclusive of any active officer of
the Association, which shall, at least once during each calendar year within
fifteen months of the last such audit make suitable audits of the Trust
Department or cause suitable audits to be made by auditors responsible only to
the Board of Directors, and at such time shall ascertain whether the department
has been administered in accordance with law, 12 Code of Federal Regulations,
Section 9, and sound fiduciary principles.
Section 5.5. Trust Department Files. There shall be maintained
in the Trust Department files containing all fiduciary records necessary to
assure that its fiduciary responsibilities have been properly undertaken and
discharged.
9
Section 5.6. Trust Investments. Funds held in a fiduciary
capacity shall be invested in accordance with the instrument establishing the
fiduciary relationship and appropriate local law. Where such instrument does not
specify the character and class of investments to be made and does not vest in
the bank a discretion In the matter, funds held pursuant to such instrument
shall be invested in investments in which corporate fiduciaries may invest under
appropriate local law.
ARTICLE VI
Stock and Stock Certificate
Section 6.1. Transfers. Shares of stock shall be transferable
on the books of the Association, and a transfer book shall be kept in which all
transfers of stock shall be recorded. Every person becoming a shareholder by
such transfer shall, in proportion to his shares, succeed to all rights of the
prior holder of such shares.
Section 6.2. Stock Certificates. Certificates of stock shall
bear the signature of the President (which may be engraved, printed or
impressed), and shall be signed manually or by facsimile process by the
Secretary, Assistant Secretary, Cashier, Assistant Cashier, or any other officer
appointed by the Board of Directors for that purpose, to be known as an
Authorized Officer, and the seal of the Association shall be engraved thereon.
Each certificate shall recite on its face that the stock represented thereby is
transferable only upon the books of the Association properly endorsed.
10
ARTICLE VII
Corporate Seal
The President, the Cashier, the Secretary or any Assistant
Cashier or Assistant Secretary, or other officer thereunto designated by the
Board of Directors, shall have authority to affix the corporate seal to any
document requiring such seal, and to attest the same. Such seal shall be
substantially in the following form:
(Impression)
( of )
( Seal )
ARTICLE VIII
Miscellaneous Provisions
Section 8.1. Fiscal Year. The Fiscal Year of the Association
shall be the calendar year.
Section 8.2. Execution of Instruments. All agreements,
indentures, mortgages, deeds, conveyances, transfers, certificates,
declarations, receipts, discharges, releases, satisfactions, settlements,
petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and
other instruments or documents may be signed, executed, acknowledged, verified,
delivered or accepted in behalf of the Association by the Chairperson of the
Board, or the President, or any Vice President, or the Secretary, or the
Cashier, or, if in connection with exercise of fiduciary powers of the
Association, by any of said officers or by any Trust Officer. Any such
instruments may also be executed, acknowledged, verified, delivered or accepted
in behalf of the Association in such other manner and by such other officers as
the Board of
11
Directors may from time to time direct. The provisions of this Section 8.2. are
supplementary to any other provision of these By-Laws.
Section 8.3. Records. The Articles of Association, the By-Laws
and the proceedings of all meetings of the shareholders, the Board of Directors,
and standing committees of the Board, shall be recorded in appropriate minute
books provided for the purpose. The minutes of each meeting shall be signed by
the Secretary, or other officer appointed to act as Secretary of the meeting.
ARTICLE IX
By-Laws
Section 9.1. Inspection. A copy of the By-Laws, with all
amendments thereto, shall at all times be kept in a convenient place at the Main
Office of the Association, and shall be open for inspection to all shareholders,
during banking hours.
Section 9.2. Amendments. The By-Laws may be amended, altered
or repealed, at any regular meeting of the Board of Directors, by a vote of a
majority of the total number of the Directors.
12
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939 in connection with the proposed issue by New Century Home Equity
Loan Trust 2004-4, we hereby consent that reports of examination by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange commission upon request therefor.
December 16, 2004
Deutsche Bank National Trust Co.
By: /s/ Ronaldo Reyes
Ronaldo Reyes
Assistant Vice President
Board of Governors of the Federal
Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance
Corporation
OMB Number: 3064-0052
Office or the Comptroller of the
Currency
OMB Number: 1557-0081
Federal Financial Institutions Examination Council Expires March 31, 2007
- -------------------------------------------------------------------------------------------------------------------------
Please refer to page i, Table of Contents,
REPORT OF CONDITION (Only) for the required disclosure of estimated
burden.
- -------------------------------------------------------------------------------------------------------------------------
Consolidated Reports of Condition and Income for
A Bank With Domestic Offices Only--FFIEC 041
(20040930)
----------
Report at the close of business September 30, 2004 (RCRI 9999)
This report is required by law: 12 USC. ss.324 (State member This report form is to be filed by banks with domestic
banks); 12 U.S.C. ss.1817 (State nonmember banks); and 12 offices only. Bank with foreign offices (as defined in
U.S.C. ss.161 (National banks) the instructions) must file FFIEC 031.
- -------------------------------------------------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by The Report of Condition and Income are to be prepared
an authorized officer and the Report of Condition must be in accordance with Federal regulatory authority
attested to by not less than two directors (trustees) for instructions.
State nonmember banks and three directors for State member
and National banks. We, the undersigned directors (trustees), attest to the
correctness of the Report of Condition (including the
supporting schedules) for this report date and declare
I, Fox B. Hester, Vice President & Controller that it has been examined by us and to the best of our
--------------------------------------------------- knowledge and belief has been prepared in conformance
Name and Title of Officer Authorized to Sign Report with the instructions issued by the appropriate Federal
regulatory authority and is true and correct.
of the named bank do hereby declare that the Reports of
Condition and Income (including the supporting schedules) ----------------------------------------------
for this report date have been prepared in conformance with Director (Trustee)
the instructions issued by the appropriate Federal regulatory
Director (Trustee) authority and are true to the best of my ----------------------------------------------
knowledge and belief. Director (Trustee)
----------------------------------------------
/s/ Fox B. Hester Director (Trustee)
- ----------------------------------------------
Signature of Officer Authorized to Sign Report
10/27/04
- ----------------------------------------------
Date of Signature
- -------------------------------------------------------------------------------------------------------------------------
Submission of Reports For electronic filing assistance, contact EDS Call
Report Services, 13890 Bishops Drive, Suite 110,
Each bank must prepare its Reports of Condition and Income Brookfield, WI 53005, telephone (800) 255-1571.
either:
To fulfill the signature and attestation
(a) in electronic form and then file the computer data file requirement for the Reports of Condition and
directly with the banking agencies' collection agent, Income for this report date, attach this
Electronic Data Systems Corporation (EDS), by modem or signature page (or a photocopy or a
for the Reports of Condition and Income for this report computer-generated version of this page) to
on computer diskette; or the hard-copy record of the completed report
that the bank places in its files.
(b) in hard-copy (paper) form and arrange for another party
to convert the paper report to electronic form. That party
(if other than EDS) must transmit the bank's computer
date file to EDS.
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FDIC Certificate Number 26732 Deutsche Bank National Trust Company
----------- ----------------------------------------------
(RCRI 9050) Legal Title of Bank (Text 9010)
Los Angelest
----------------------------------------------
City (Text 9130)
CA 90071-3109
----------------------------------------------
State Abbrev (Text 9200)
Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency
2
Consolidated Reports of Condition and Income for
A. Bank With Domestic Offices Only
- -------------------------------------------------------------------------------------------------------------------------
Table of Contents Report of Condition Only
------------------------
Signature Page Cover Report of Condition
Schedule RC--Balance Sheet.......................RC-1,2
Schedule RC-A--Cash and Balances Due
From Depository Institutions
(to be completed only by select banks)...........RC-3
Schedule RC-B--Securities......................RC-3,4,5
Schedule RC-C--Loans and Lease Financing:
Receivables:
Part I. Loans and Leases .....................RC-6, 7
Report of Income Part II. Loans to Small Businesses and
Schedule RI- Income Statement......................RI-1,2,3 Small Farms (to be completed for the
June report only; not included in the
Schedule RI-A - Changes in Equity Capital..............RI-4 forms for the September and
December reports)............................RC-7a,7b
Schedule RI-B - Charges-offs and Recoveries on Schedule RC-D--Trading Assets and Liabilities
Loans and Leases and Changes in Allowance (to be completed only by selected banks).........RC-8
for Loan and Lease Losses .......................RI-4,5,6 Schedule RC-E--Deposit Liabilities..............RC-9,10
Schedule RC-F Other Assets........................RC-11
Schedule RI-E - Explanations........................RI-6, 7 Schedule RC-G--Other Liabilities..................RC-11
Schedule RC-K--Quarterly Averages.................RC-12
Disclosure of Estimated Burden Schedule RC-L--Derivatives and
Off-Balance Sheet Items.....................RC-13, 14
The estimated average burden associated with this Schedule RC-M--Memoranda..........................RC-15
information collection is 37.1 hours per respondent and
is estimated to vary from 15 to 600 hours per response, Schedule RC-N--Past Due and Nonaccrual
depending on individual circumstances, Burden estimates Loans, Leases, and Other Assets.............RC-16, 17
include the time for reviewing instructions, gathering
and maintaining data in the required form, and Schedule RC-O--Other Data for Deposit
completing the information collection, but exclude the Insurance and FICO Assessments..............RC-18, 19
time for compiling and maintaining business records in
the normal course of a respondent's activities. A Schedule RC-R--Regulatory Capital.....RC-20, 21, 22, 23
Federal agency may not conduct or sponsor, and an
organization (or a person) is not required to respond Schedule RC-S--Servicing, Securitization,
to a collection of information, unless it displays a and Asset Sale Activities...............RC-24, 25, 26
currently valid OMB control number. Comments concerning
the accuracy of this burden estimate and suggestions Schedule RC-T--Fiduciary and
for reducing this burden should be directed to the Related Services........................RC-27, 28, 29
Office of Information and Regulatory Affairs, Office of Optional Narrative Statement Concerning
Management and Budget. Washington, D.C. 20503, and to the Amounts Reported in the Reports
one of the following: of Condition and Income.........................RC-30
Secretary
Board of Governors of the Federal Reserve System
Washington, D.C. 20551
Legislative and Regulatory Analysis Division
Office of the Comptroller of the Currency
Washington, D.C 20219
Assistant Executive Secretary
Federal Deposit Insurance Corporation
Washington, D.C. 20429
For information or assistance, National and State nonmember banks should contact
the FDIC's Reports Analysis and Quality Control Section, 550 17th 550 17th
Street, NW, Washington, D.C. 20429, toll free on (800) 688-FDIC(3342), Monday
through Friday between 8:00 am. and 5:00 p.m., Eastern time. State member banks
should contact their Federal Reserve District Bank.
3
Consolidated Report of Condition for Insured Commercial and State - Chartered
Savings Banks for September 30, 2004
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC -- Balance Sheet
Dollar Amounts in Thousands
ASSETS
1. Cash and balances due from depository institutions
(from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1) RCON 0081 1,786
b. Interest-bearing balances(2) RCON 0071 24,379
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) RCON 1754 0
b. Available-for-sale securities (from Schedule RC-B, column D) RCON 1773 82,219
3. Federal funds sold and securities purchased under
agreements to resell:
a. Federal funds sold RCON B987 0
b. Securities purchased under agreements to resell(3) RCON B989 0
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale RCON 5369 0
b. Loans and leases, net of unearned income RCON B528 0
c. LESS: Allowance for loan and lease losses RCON 3123 0
d. Loans and leases, net of unearned income and allowance
(item 4.b minus 4.c) RCON B529 0
5. Trading assets (from Schedule RC-D) RCON 3545 0
6. Premises and fixed assets (including capitalized leases) RCON 2145 4,029
7. Other real estate owned (from Schedule RC-M) RCON 2150 0
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) RCON 2130 0
9. Customers' liability to this bank on acceptances outstanding RCON 2155 0
10. Intangible assets:
a. Goodwill RCON 3163 0
b. Other intangible assets (from Schedule RC-M) RCON 0426 0
11. Other assets (from Schedule RC-F) RCON 2160 12,572
12. Total assets (sum of items 1 through 11) RCON 2170 124,985
- ---------------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
(3) Includes all securities resale agreements, regardless of maturity.
4
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E) RCON 2200 0
(1) Noninterest-bearing(1) RCON 6631 0
(2) Interest-bearing RCON 6636 0
b. Not applicable
14. Federal funds purchased and securities sold under
agreements to repurchase:
a. Federal funds purchased(2) RCON B993 0
b. Securities sold under agreements to repurchase(3) RCON B995 0
15. Trading liabilities (from Schedule RC-D) RCON 3548 0
16. Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases) (from Schedule RC-M) RCON 3190 0
17. Not applicable
18. Bank's liability on acceptances executed and outstanding RCON 2920 0
19. Subordinated notes and debentures(4) RCON 3200 0
20. Other liabilities (from Schedule RC-G) RCON 2930 13,489
21. Total liabilities (sum of items 13 through 20) RCON 2948 13,489
22. Minority interest in consolidated subsidiaries RCON 3000 0
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus RCON 3838 0
24. Common stock RCON 3230 50,000
25. Surplus (exclude all surplus related to preferred stock) RCON 3839 50,000
26. a. Retained earnings RCON 3632 11,515
b. Accumulated other comprehensive income(5) RCON B530 (19)
27. Other equity capital components(6) RCON A130 0
28. Total equity capital (sum of items 23 through 27) RCON 3210 111,496
29. Total liabilities, minority interest, and equity capital
(sum of items 21, 22, and 28) RCON 3300 124,985
Memorandum
To be reported with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed for Number
the bank by independent external auditors as of any date during 2003 RCON 6724 N/A
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank conducted in
with generally accepted auditing standards by a accordance with generally accepted auditing standards
certified public accounting firm which submits a report by a certified public accounting firm (may be required
on the bank by state chartering authority)
5
2 = Independent audit of the bank's parent holding company 5 = Directors' examination of the bank performed by other
conducted in accordance with generally accepted external auditors (may be required by state chartering
auditing standards by a certified public accounting authority)
firm which submits a report on the consolidated holding
company (but not on the bank separately)
6 = Review of the bank's financial statements by external
3 = Attestation on bank management's assertion on the auditors
effectiveness of the bank's internal control over
financial reporting by a certified public accounting
firm
7 = Compilation of the bank's financial statements by
external auditors
8 = Other audit procedures (excluding tax preparation work)
9 = No external audit work
- ---------------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item
16,"Other borrowed money."
(3) Includes all securities repurchase agreements, regardless of maturity.
(4) Includes limited-life preferred stock and related surplus.
(5) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges, and minimum
pension liability adjustments.
(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.
6
Schedule RC-A -- Cash and Balances Due From Depository Institutions
Schedule RC-A is to be completed only by banks with $300 million or more in
total assets. Exclude assets held for trading.
Dollar Amounts in Thousands
1. Cash items in process of collection, unposted debits, and currency and coin:
a. Cash items in process of collection and unposted debits RCON 0020 N/A
b. Currency and coin RCON 0080 N/A
2. Balances due from depository institutions in the U.S:
a. U.S. branches and agencies of foreign banks RCON 0083 N/A
b. Other commercial banks in the U.S. and other depository institutions in the U.S. RCON 0085 N/A
3. Balances due from banks in foreign countries and foreign central banks:
a. Foreign branches of other U.S. banks RCON 0073 N/A
b. Other banks in foreign countries and foreign central banks RCON 0074 N/A
4. Balances due from Federal Reserve Banks RCON 0090 N/A
5. Total (sum of items 1 through 4) (must equal Schedule RC, sum of items 1.a and 1.b) RCON 0010 N/A
Schedule RC-B--Securities
Exclude assets held for trading.
Held-to-maturity Available-for-sale
(Column A) (Column B) (Column C) (Column D)
Dollar Amounts in Thousands Amortized Cost Fair Value Amortized Cost Fair Value
1. U.S.Treasury securities RCON 0211 0 RCON 0213 0 RCON 1286 82,252 RCON 1287 82,219
2. U.S.Government agency obligations (exclude
mortgage-backed securities):
a. Issued by U.S. Government
agencies(1) RCON 1289 0 RCON 1290 0 RCON 1291 0 RCON 1293 0
b. Issued by U.S.
Government-sponsored agencies2 RCON 1294 0 RCON 1295 0 RCON 1297 0 RCON 1298 0
7
3. Securities issued by states and
political subdivisions in the U.S. RCON 8496 0 RCON 8497 0 RCON 8498 0 RCON 8499 0
- ---------------------
1 Includes Small Business Administration "Guaranteed Loan Pool Certificates,"
U.S. Maritime Administration obligations, and Export-Import Bank
participation certificates.
2 Includes obligations (other than mortgage-backed securities) issued by the
Farm Credit System, the Federal Home Loan Bank System, the Federal Home
Loan Mortgage Corporation, the Federal National Mortgage Association, the
Financing Corporation, Resolution Funding Corporation, the Student Loan
Marketing Association, and the Tennessee Valley Authority.
8
Schedule RC-B - Continued
4. Mortgage-backed securities (MBS):
a. Pass-through securities:
(1) Guaranteed by GNMA RCON 1698 0 RCON 1699 0 RCON 1701 0 RCON 1702 0
(2) Issued by FNMA and FHLMC RCON 1703 0 RCON 1705 0 RCON 1706 0 RCON 1707 0
(3) Other pass-through securities RCON 1709 0 RCON 1710 0 RCON 1711 0 RCON 1713 0
b. Other mortgage-backed securities
(include CMOs, REMICs,
and stripped MBS):
(1) Issued or guaranteed by FNMA, FHLMC,
or GNMA RCON 1714 0 RCON 1715 0 RCON 1716 0 RCON 1717 0
(2) Collateralized by MBS issued or
guaranteed by FNMA,
FHLMC, or GNMA RCON 1718 0 RCON 1719 0 RCON 1731 0 RCON 1732 0
(3) All other mortgage-backed securities RCON 1733 0 RCON 1734 0 RCON 1735 0 RCON 1736 0
5. Asset-backed securities (ABS):
a. Credit card receivables RCON B838 0 RCON B839 0 RCON B840 0 RCON B841 0
b. Home equity lines RCON B842 0 RCON B843 0 RCON B844 0 RCON B845 0
c. Automobile loans RCON B846 0 RCON B847 0 RCON B848 0 RCON B849 0
d. Other consumer loans RCON B850 0 RCON B851 0 RCON B852 0 RCON B853 0
e. Commercial and industrial loans RCON B854 0 RCON B855 0 RCON B856 0 RCON B857 0
f. Other RCON B858 0 RCON B859 0 RCON B860 0 RCON B861 0
6. Other debt securities:
a. Other domestic debt securities RCON 1737 0 RCON 1738 0 RCON 1739 0 RCON 1741 0
b. Foreign debt securities RCON 1742 0 RCON 1743 0 RCON 1744 0 RCON 1746 0
7. Investments in mutual funds and other
equity securities
with readily determinable fair values(1) RCON A510 0 RCON A511 0
8. Total (sum of items 1 through 7)
(total of column A must
equal Schedule RC, Item 2.a) (total
of column D must
equal Schedule RC, item 2.b) RCON 1754 0 RCON 1771 0 RCON 1772 82,252 RCON 1773 82,219
1 Report Federal Reserve stock, Federal Home Loan Bank stock, and bankers'
bank stock in Schedule RC-F, item 4.
Memoranda
1. Pledged securities(1) RCON 0416 599
2. Maturity and repricing data for debt securities 1,2
(excluding those in nonaccrual status):
a. Securities issued by the U.S. Treasury, U.S.
Government agencies, and states and political
subdivisions in the U.S.; other non-mortgage debt
securities; and mortgage pass-through securities
other than those backed by closed-end first lien
1-4 family residential mortgages with a remaining
maturity or next repricing date of:3,4
(1) Three months or less RCON A549 54,447
(2) Over three months through 12 months RCON A550 27,772
(3) Over one year through three years RCON A551 0
9
(4) Over three years through five years RCON A552 0
(5) Over five years through 15 years. RCON A553 0
(6) Over 15 years RCON A554 0
b. Mortgage pass-through securities backed by
closed-end first lien 1-4 family residential
mortgages with a remaining maturity or next
repricing date of:3,5
(1) Three months or less RCON A555 0
(2) Over three months through 12 months RCON A556 0
(3) Over one year through three years RCON A557 0
(4) Over three years through five years RCON A558 0
(5) Over five years through 15 years RCON A559 0
(6) Over 15 years RCON A560 0
c. Other mortgage-backed securities (include CMOs,
REMICs, and stripped MBS; exclude mortgage
pass-through securities) with an expected average
life of:6
(1) Three years or less RCON A561 0
(2) Over three years RCON A562 0
d. Debt securities with a REMAINING MATURITY of one
year or less (included in Memorandum items
2.a through 2.c above) RCON A248 82,219
3. Amortized cost of held-to-maturity securities sold or
transferred to available-for-sale or trading
securities during the calendar year-to-date (report the
amortized cost at date of sale or transfer) RCON 1778 0
4. Structured notes (included in the held-to-maturity and
available-for-sale accounts in Schedule
RC-B, items 2, 3, 5, and 6):
a. Amortized cost RCON 8782 0
b. Fair value RCON 8783 0
- ---------------------
1 Includes held-to-maturity securities at amortized cost and
available-for-sale securities at fair value.
2 Exclude investments in mutual funds and other equity securities with
readily determinable fair values.
3 Report fixed rate debt securities by remaining maturity and floating rate
debt securities by next repricing date.
4 Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonaccrual debt
securities in the categories of debt securities reported in Memorandum item
2.a that are included in Schedule RC-N, item 9, column C, must equal
Schedule RC-B, sum of items 1, 2, 3, 5, and 6, columns A and D, plus
mortgage pass-through securities other than those backed by closed-end
first lien 1-4 family residential mortgages included in Schedule RC-B, item
4.a, columns A and D.
5 Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual
mortgage pass-through securities backed by closed-end first lien 1-4 family
residential mortgages included in Schedule RC-N, item 9, column C, must
equal Schedule RC-B, item 4.a, sum of columns A and D, less the amount of
mortgage pass-through securities other than those backed by closed-end
first lien 1-4 family residential mortgages included in Schedule RC-B, item
4.a, columns A and D.
6 Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual "Other
mortgage-backed securities" included in Schedule RC-N, item 9, column C,
must equal Schedule RC-B, item 4.b, sum of columns A and D.
10
Schedule RC-C--Loans and Lease Financing Receivables
Part I. Loans and Leases
Do not deduct the allowance for loan and lease losses or the allocated transfer
risk reserve from amounts reported in this schedule. Report (1) loans and leases
held for sale at the lower of cost or market value and (2) loans and leases held
for investment, net of unearned income. Exclude assets held for trading and
commercial paper.
(Column A)
To Be Completed by
Banks with $300 (Column B)
Million or More in To Be Completed by All
Dollar Amounts in Thousands Total Assets 1 Banks
1. Loans secured by real estate:
a. Construction, land development, and other land loans RCON 1415 0
b. Secured by farmland (including farm residential and other improvements) RCON 1420 0
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family
residential
properties and extended under lines of credit RCON 1797 0
(2) Closed-end loans secured by 1-4 family residential properties:
(a) Secured by first liens RCON 5367 0
(b) Secured by junior liens RCON 5368 0
d. Secured by multifamily (5 or more) residential properties RCON 1460 0
e. Secured by nonfarm nonresidential properties RCON 1480 0
2. Loans to depository institutions and acceptances of other banks
a. To commercial banks in the U.S.: RCON 1288 0
(1) To U.S. branches and agencies of foreign banks RCON B532 N/A
(2) To other commercial banks in the U.S. RCON B533 N/A
b. To other depository institutions in the U.S. RCON
B534 N/A c. To banks in foreign countries:
(1) To foreign branches of other U.S. banks RCON B536 N/A
(2) To other banks in foreign countries RCON B537 N/A
3. Loans to finance agricultural production and other loans to farmers RCON 1590 0
4. Commercial and industrial loans RCON 1766 0
a. To U.S. addressees (domicile) RCON 1763 N/A
b. To non-U.S. addressees (domicile) RCON 1764 N/A
5. Not applicable
6. Loans to individuals for household, family, and other personal
11
expenditures (i.e., consumer loans) (includes
purchased paper):
a. Credit cards RCON B538 0
b. Other revolving credit plans RCON B539 0
c. Other consumer loans (includes single payment, installment, and all
student loans) RCON 2011 0
7. Loans to foreign governments and official institutions (including foreign
central banks) RCON 2081 0
8. Obligations (other than securities and leases) of states and political
subdivisions in the U.S. RCON 2107 0
9. Other loans RCON 1563 0
a. Loans for purchasing or carrying securities
(secured and unsecured) RCON 1545 N/A b. All other
loans (exclude consumer loans) RCON 1564 N/A
10. Lease financing receivables (net of unearned income) RCON 2165 0
a. Of U.S. addressees (domicile) RCON 2182 N/A
b. Of non-U.S. addressees (domicile) RCON 2183 N/A
11. LESS: Any unearned income on loans reflected in items 1-9 above RCON 2123 0
12. Total loans and leases, net of unearned income (sum of items 1 through 10
minus item 11) (must equal Schedule RC, sum of items
4.a and 4.b) RCON 2122 0
1 The $300 million asset size test is generally based on the total assets
reported on the June 30, 2003, Report of Condition.
Memoranda
Dollar Amounts in Thousands
1. Loans and leases restructured and in compliance with modified terms
(included in Schedule RC-C, part I, and not reported as past due or
nonaccrual in Schedule RC-N, Memorandum item 1) (exclude loans secured by
1-4 family residential properties and loans to individuals for household,
family, and other personal expenditures) RCON 1616 0
2. Maturity and repricing data for loans and leases
(excluding those in nonaccrual status):
a. Closed-end loans secured by first liens on 1-4 family residential
properties (reported in Schedule RC-C, part I, item 1.c.(2)(a), column B,
above) with a remaining maturity or next repricing date of: 1,2
(1) Three months or less RCON A564 0
(2) Over three months through 12 months RCON A565 0
(3) Over one year through three years RCON A566 0
(4) Over three years through five years RCON A567 0
(5) Over five years through 15 years RCON A568 0
(6) Over 15 years RCON A569 0
b. All loans and leases (reported in Schedule RC-C,
part I, items 1 through 10, column B, above)
EXCLUDING closed-end loans secured by first liens
on 1-4
12
family residential properties (reported in
Schedule RC-C, part I, item 1.c.(2)(a), column B,
above) with a remaining maturity or next repricing
date of: 1,3
(1) Three months or less RCON A570 0
(2) Over three months through 12 months RCON A571 0
(3) Over one year through three years RCON A572 0
(4) Over three years through five years RCON A573 0
(5) Over five years through 15 years RCON A574 0
(6) Over 15 years RCON A575 0
c. Loans and leases (reported in Schedule RC-C, part
I, items 1 through 10, column B, above) with
a REMAINING MATURITY of one year or less (excluding those in nonaccrual status) RCON A247 0
3. Loans to finance commercial real estate, construction, and land development
activities (not secured by real estate) included in Schedule RC-C, part I,
items 4 and 9, column B(4) RCON 2746 0
4. Adjustable rate closed-end loans secured by first liens on 1-4 family
residential properties (included in Schedule RC-C, part I, item 1.c.(2)(a), column B) RCON 5370 0
5. TO BE COMPLETED BY BANKS WITH $300 MILLION OR MORE IN TOTAL ASSETS:5 Loans
secured by real estate to non-U.S. addressees (domicile) (included in
Schedule RC-C, part I, items 1.a through 1.e, column B) RCON B837 N/A
MEMORANDUM ITEM 6 IS TO BE COMPLETED BY BANKS THAT (1) TOGETHER WITH AFFILIATED
INSTITUTIONS, HAVE OUTSTANDING CREDIT CARD RECEIVABLES (AS DEFINED IN THE
INSTRUCTIONS) THAT EXCEED $500 MILLION AS OF THE REPORT DATE OR (2) ARE CREDIT
CARD SPECIALTY BANKS AS DEFINED FOR UNIFORM BANK PERFORMANCE REPORT PURPOSES
6. Outstanding credit card fees and finance charges
included in Schedule RC-C, part I, item 6.a RCFD C391 N/A
- --------------------
1 Report fixed rate loans and leases by remaining maturity and floating rate
loans by next repricing date.
2 Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual
closed-end loans secured by first liens on 1-4 family residential
properties included in Schedule RC-N, item 1.c.(2)(a), column C, must equal
total closed-end loans secured by first liens on 1-4 family residential
properties from Schedule RC-C, part I, item 1.c.(2)(a), column B.
3 Sum of Memorandum items 2.b.(1) through 2.b.(6), plus total nonaccrual
loans and leases from Schedule RC-N, sum of items 1 through 8, column C,
minus nonaccrual closed-end loans secured by first liens on 1-4 family
residential properties included in Schedule RC-N, item 1.c.(2)(a), column
C, must equal total loans and leases from Schedule RC-C, part I, sum of
items 1 through 10, column B, minus total closed-end loans secured by first
liens on 1-4 family residential properties from Schedule RC-C, part I, item
1.c.(2)(a), column B.
4 Exclude loans secured by real estate that are included in Schedule RC-C,
part I, item 1.a through 1.e, column B.
5 The $300 million asset size test is generally based on the total assets
reported on the June 30, 2003, Report of Condition.
13
Schedule RC-C - Continued
Part II. Loans to Small Business and Small Firms
Schedule RC-C, Part II is to be reported only with the June Report of
Conditions.
Report the number and amount currently outstanding as of June 30 of business
loans with "original amounts" of $1,000,000 or less and farm loans with
"original amounts" of $500,000 or less. The following guidelines should be used
to determine the "original amount" of a loan: (1) For loans drawn down under
lines of credit or loan commitments, the "original amount" of the loan is the
size of the line of credit or loan commitment when the line of credit or loan
commitment was most recently approved, extended, or renewed prior to the report
date. However, if the amount currently outstanding as of the report date exceeds
this size, the "original amount" is the amount currently outstanding on the
report date. (2) For loan participations and syndications, the "original amount"
of the loan participation or syndication is the entire amount of the credit
originated by the lead lender. (3) For all other loans, the "original amount" is
the total amount of the loan at origination or the amount currently outstanding
as of the report date, whichever is larger.
LOANS TO SMALL BUSINESSES
1. Indicate in the appropriate box at the right whether all or substantially
all of the dollar volume of your bank's "Loans secured by nonfarm
nonresidential properties" reported in Schedule RC-C, part I, item 1.e, and
all or substantially all of the dollar volume of your bank's "Commercial
and industrial loans" reported in Schedule RC-C, part I, item 4(1), have
original amounts of $100,000 or less (if your bank has no loans outstanding
in both of these two loan categories, place an "N" in the box to the right
for NO, otherwise mark it "Y" for YES) .....................RCON (Y/N)
6999 N/A.
If YES, complete items 2.a and 2.b below, skip items 3 and 4, and go to item 5.
If NO and your bank has loans outstanding in either loan category, skip items
2.a and 2.b, complete items 3 and 4 below, and go to item 5.
If NO and your bank has no loans outstanding in both loans categories, skip
items 2 through 4, and go to item 5.
Number of Loans
2. Report the total number of loans currently outstanding
for each of the following Schedule
RC-C, part I, loan categories:
a. "Loans secured by nonfarm nonresidential properties" reported in
Schedule RC-C, part I, item 1.e, (Note: Item 1.e divided by the number
of loans should NOT exceed $100,000.)..................................... 5562 N/A 2.a.
b. "Commercial and industrial loans" reported in Schedule RC-C,
part I, item 4(1). (Note: Item 4(1), divided by the number of loans
should NOT exceed $100,000.)........................................... 5563 N/A 2.b.
14
(Column A) (Column B)
Amount
Currently
Dollar Amounts in Thousands Number of Loans Outstanding
3. Number and amount currently outstanding of "Loans secured by nonfarm RCON RCON Bil Mil Thou
nonresidential properties "reported in Schedule RC-C, part 1, item 1.e (sum of
items 3.a through 3.c must be less than or equal to Schedule RC-C, part 1, item
1.e):
a. With original amounts of $100,000 or less..................................... 5564 N/A 5565 N/A 3.a.
b. With original amounts of more than $100,000 through $250,000..................
c. With original amounts of more than $250,000 through $1,000,000................ 5566 N/A 5567 N/A 3.b.
5568 N/A 5569 N/A 3.c.
4. Number and amount currently outstanding of "Commercial
and industrial loans" reported in Schedule RC-C, part
1, item 4(1) (sum of items 4.a through 4.c must be
less than or equal to Schedule RC-C, part 1, item
4(1):
a. With original amounts of $100,000 or less 5570 N/A 5571 N/A 4.a.
b. With original amounts of more than $100,000 through $250,000
c. With original amounts of more than $250,000 through $1,000,000 5572 N/A 5573 N/A 4.b.
5574 N/A 5575 N/A 4.c.
Agricultural Loans to Small Farms
5. Indicate in the appropriate box at the right whether all or
substantially all of the dollar volume of your bank's "Loans secured
by farmland (including farm residential and other improvements)"
reported in Schedule RC-C, part I, item 1.b, and all or substantially
all of the dollar volume of your bank's "Loans to finance agricultural
production and other loans to farmers "reported in Schedule RC-C, part
I, item 3, have original amounts of $100,000 or less (if your bank has
no loans outstanding in both of these two loan categories, place an
"N" in the box to the right for No, otherwise mark it "Y" for RCON (Y/N)
YES)................................... 6999 N/A. 5.
If YES, complete items 6.a and 6.b below and do not complete items 7 and 8.
If NO and your bank has loans outstanding in either loan category, skip items
6.a and 6.b and complete items 7 and 8 below.
If NO and your bank has no loans outstanding in both loan categories, do not
complete items 6 through 8.
- --------------------
(1) Banks with $300 million or more in total assets should provide the
requested information for "Commercial and industrial loans" based on the
loans reported in Schedule RC-C, part I, item 4.a, column A, "Commercial
and industrial loans to U.S. Addresses.
6. Report the total number of loans currently outstanding
for each of the following Schedule RC-C, part I, loan categories: Number of Loans
a. "Loans secured by farmland (including farm
residential and other improvements)" reported in
Schedule RC-C, part I, item 1.b, (Note: Item 1.b
divided by the number of loans should NOT exceed RCON
$100,000.)........................................................... 5576 N/A 6.a.
b. "Loans to finance agricultural production and
other loans to farmers" reported in Schedule
RC-C, part I, item 3 (Note: Item 3 divided by the number of loans
should NOT exceed $100,000.) 5577 N/A 6.b.
15
(Column A) (Column B)
Amount
Currently
Dollar Amounts in Thousands Number of Loans Outstanding
7. Number and amount currently outstanding of "Loans secured by farmland RCON RCON Bil Mil Thou
(including farm residential and other improvements)" reported in Schedule RC-C,
part 1, item 1.b (sum of items 7.a through 7.c must be less than or equal to
Schedule RC-C, part 1, item 1.b):
a. With original amounts of $100,000 or less............................. 5578 N/A 5579 N/A .7.a.
b. With original amounts of more than $100,000
through $250,000..................................................... 5580 N/A 5581 N/A 7.b.
c. With original amounts of more than $250,000
through $500,000..................................................... 5582 N/A 5583 N/A 7.c
8. Number and amount currently outstanding of "Loans to
finance agricultural production and other loans to
farmers" reported in Schedule RC-C, part 1, item 3
(sum of items 8.a through 8.c must be less than or
equal to Schedule RC-C, part 1, item 3):
a. With original amounts of $100,000 or less............................. 5584 N/A 5585 N/A 8.a.
b. With original amounts of more than $100,000 through $250,000.......... 5586 N/A 5587 N/A 8.b.
c. With original amounts of more than $250,000 through $500,000.......... 5588 N/A 5589 N/A 8.c.
Schedule RC-D--Trading Assets and Liabilities
Schedule RC-D is to be completed by banks that reported average trading assets
(Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding
calendar year.
Dollar Amounts in Thousands
ASSETS
1. U.S.Treasury securities RCON 3531 0
2. U.S.Government agency obligations (exclude mortgage-backed securities) RCON 3532 0
3. Securities issued by states and political subdivisions in the U.S. RCON 3533 0
4. Mortgage-backed securities (MBS):
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA RCON 3534 0
b. Other mortgage-backed securities issued or guaranteed by FNMA, FHLMC,
or GNMA (include CMOs, REMICs, and stripped MBS) RCON 3535 0
c. All other mortgage-backed securities RCON 3536 0
5. Other debt securities RCON 3537 0
6.-8. Not applicable
9. Other trading assets RCON 3541 0
16
10. Not applicable
11. Revaluation gains on derivative contracts RCON 3543 0
12. Total trading assets (sum of items 1 through 11) (must equal
Schedule RC, item 5) RCON 3545 0
LIABILITIES
13. Liability for short positions RCON 3546 0
14. Revaluation losses on derivative contracts RCON 3547 0
15. Total trading liabilities (sum of items 13 and 14) (must equal
Schedule RC, item 15) RCON 3548 0
17
Schedule RC-E--Deposit Liabilities
Transaction Nontransaction
Accounts Accounts
(Column A) Total (Column B) (Column C)
transaction accounts Memo: Total demand Total nontransaction
(including total deposits (included accounts (including
Dollar Amounts in Thousands demand deposits) in column A) MMDAs)
Deposits of:
1. Individuals, partnerships, and corporations (include
all certified and official checks) RCON B549 0 RCON B550 0
2. U.S.Government RCON 2202 0 RCON 2520 0
3. States and political subdivisions in the U.S. RCON 2203 0 RCON 2530 0
4. Commercial banks and other depository institutions in
the U.S. RCON B551 0 RCON B552 0
5. Banks in foreign countries RCON 2213 0 RCON 2236 0
6. Foreign governments and official institutions
(including foreign central banks) RCON 2216 0 RCON 2377 0
7. Total (sum of items 1 through 6) (sum of columns A and
C must equal Schedule RC, item 13.a) RCON 2215 0 RCON 2210 0 RCON 2385 0
Memoranda
Dollar Amounts in Thousands
1. Selected components of total deposits (i.e., sum of
item 7, columns A and C):
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts RCON 6835 0
b. Total brokered deposits RCON 2365 0
c. Fully insured brokered deposits (included in Memorandum item 1.b above):
(1) Issued in denominations of less than $100,000 RCON 2343 0
(2) Issued EITHER in denominations of $100,000 OR in denominations
greater than $100,000 and
participated out by the broker in shares of $100,000 or less RCON 2344 0
d. Maturity data for brokered deposits:
(1) Brokered deposits issued in denominations of
less than $100,000 with a remaining maturity
of one year or less (included in Memorandum item 1.c.(1) above) RCON A243 0
(2) Brokered deposits issued in denominations of $100,000 or more with
a remaining maturity of
one year or less (included in Memorandum item 1.b above) RCON A244 0
18
e. Preferred deposits (uninsured deposits of states and political
subdivisions in the U.S. reported in item 3 above which are
secured or collateralized as required under state law) (to
be completed for the December report only) RCON 5590 N/A
2. Components of total nontransaction accounts (sum of Memorandum items
2.a through 2.c must equal item 7, column C above):
a. Savings deposits:
(1) Money market deposit accounts (MMDAs) RCON 6810 0
(2) Other savings deposits (excludes MMDAs) RCON 0352 0
b. Total time deposits of less than $100,000 RCON 6648 0
c. Total time deposits of $100,000 or more RCON 2604 0
3. Maturity and repricing data for time deposits of less
than $100,000:
a. Time deposits of less than $100,000 with a
remaining maturity or next repricing date of: (1), (2)
(1) Three months or less RCON A579 0
(2) Over three months through 12 months RCON A580 0
(3) Over one year through three years RCON A581 0
(4) Over three years RCON A582 0
b. Time deposits of less than $100,000 with a
REMAINING MATURITY of one year or less (included in
Memorandum items 3.a.(1) and 3.a.(2) above)(3) RCON A241 0
4. Maturity and repricing data for time deposits of $100,000 or more:
a. Time deposits of $100,000 or more with a remaining
maturity or next repricing date of: (1), (4)
(1) Three months or less RCON A584 0
(2) Over three months through 12 months RCON A585 0
(3) Over one year through three years RCON A586 0
(4) Over three years RCON A587 0
b. Time deposits of $100,000 or more with a REMAINING
MATURITY of one year or less (included in
Memorandum items 4.a.(1) and 4.a.(2) above)(3) RCON A242 0
- -------------------
(1) Report fixed rate time deposits by remaining maturity and floating rate
time deposits by next repricing date.
(2) Sum of Memorandum items 3.a.(1) through 3.a.(4) must equal Schedule RC-E,
Memorandum item 2.b
(3) Report both fixed and floating rate time deposits by remaining maturity.
Exclude floating rate time deposits with a next repricing date of one year
or less that have a remaining maturity of over one year.
(4) Sum of Memorandum items 4.a.(1) through 4.a.(4) must equal Schedule RC-E,
Memorandum item 2.c
19
Schedule RC-F--Other Assets
Dollar Amounts in Thousands
1. Accrued interest receivable(1) RCON B556 46
2. Net deferred tax assets(2) RCON 2148 3,001
3. Interest-only strips receivable (not in the form of a security)(3) on:
a. Mortgage loans RCON A519 0
b. Other financial assets RCON A520 0
4. Equity securities that DO NOT have readily determinable fair values(4) RCON 1752 3,000
5. All other assets (itemize and describe amounts greater than $25,000 that
exceed 25% of this item) RCON 2168 6,525
a. Prepaid expenses RCON 2166 0
b. Cash surrender value of life insurance RCON C009 0
c. Repossessed personal property (including vehicles) RCON 1578 0
d. Derivatives with a positive fair value held for purposes other than trading RCON C010 0
e. Retained interests in accrued interest receivable related to
securitized credit cards RCON C436 0
f. (TEXT 3549) Accounts Receivable RCON 3549 6,525
g. (TEXT 3550) RCON 3550 0
h. (TEXT 3551) RCON 3551 0
6. Total (sum of items 1 through 5) (must equal Schedule RC, item 11) RCON 2160 12,572
- ---------------------------
(1) Includes accrued interest receivable on loans, leases, debt securities, and
other interest-bearing assets.
(2) See discussion of deferred income taxes in Glossary entry on "income
taxes."
(3) Report interest-only strips receivable in the form of a security as
available-for-sale securities in Schedule RC, item 2.b, or as trading
assets in Schedule RC, item 5, as appropriate.
(4) Includes Federal Reserve stock, Federal Home Loan Bank stock, and bankers'
bank stock.
20
Schedule RC-G--Other Liabilities
Dollar Amounts in Thousands
1. a. Interest accrued and unpaid on deposits(1) RCON 3645 0
b.Other expenses accrued and unpaid (includes accrued income taxes payable) RCON 3646 11,780
2. Net deferred tax liabilities(2) RCON 3049 0
3. Allowance for credit losses on off-balance sheet credit exposures RCON B557 0
4. All other liabilities (itemize and describe amounts greater than
$25,000 that exceed 25% of this item) RCON 2938 1,709
a. Accounts payable RCON 3066 0
b. Deferred compensation liabilities RCON C011 0
c. Dividends declared but not yet payable RCON 2932 0
d. Derivatives with a negative fair value held for purposes other than trading RCON C012 0
e. (TEXT 3552) Intercompany Accounts Payable RCON 3552 1,596
f. (TEXT 3553) RCON 3553 0
g. (TEXT 3554) RCON 3554 0
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) RCON 2930 13,489
- ---------------------------
(1) For savings banks, include "dividends" accrued and unpaid on deposits.
(2) See discussion of deferred income taxes in Glossary entry on "income
taxes."
21
Schedule RC-K--Quarterly Averages(1)
Dollar Amounts in Thousands
ASSETS
1. Interest-bearing balances due from depository institutions RCON 3381 23,869
2. U.S. Treasury securities and U.S. Government agency obligations(2)
(excluding mortgage-backed securities) RCON B558 82,203
3. Mortgage-backed securities(2) RCON B559 0
4. All other securities (2), (3) (includes securities issued by states and
political subdivisions in the U.S.) RCON B560 0
5. Federal funds sold and securities purchased under agreements to resell RCON 3365 0
6. ITEMS 6.A THROUGH 6.D.(2) ARE TO BE COMPLETED BY ALL BANKS.
Loans:
a. Total loans RCON 3360 0
b. Loans secured by real estate RCON 3385 0
c. Commercial and industrial loans RCON 3387 0
d. Loans to individuals for household, family, and other personal expenditures:
(1) Credit cards RCON B561 0
(2) Other (includes single payment, installment, all student loans, and
revolving credit plans other than credit cards) RCON B562 0
7. TO BE COMPLETED BY BANKS WITH $100 MILLION OR MORE IN TOTAL ASSETS:(4)
Trading assets RCON 3401 0
8. Lease financing receivables (net of unearned income) RCON 3484 0
9. Total assets (5) RCON 3368 126,388
LIABILITIES
10. Interest-bearing transaction accounts (NOW accounts, ATS accounts,
and telephone and preauthorized transfer accounts) (exclude demand deposits) RCON 3485 0
11. Nontransaction accounts:
a. Savings deposits (includes MMDAs) RCON B563 0
b. Time deposits of $100,000 or more RCON A514 0
c. Time deposits of less than $100,000 RCON A529 0
12. Federal funds purchased and securities sold under agreements to repurchase RCON 3353 0
13. TO BE COMPLETED BY BANKS WITH $100 MILLION OR MORE IN TOTAL ASSETS:(4)
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases) RCON 3355 0
Memorandum
Dollar Amounts in Thousands
1. MEMORANDUM ITEM 1 IS TO BE COMPLETED BY:4
o BANKS WITH $300 MILLION OR MORE IN TOTAL ASSETS, AND RCON 3386 N/A
22
o BANKS WITH LESS THAN $300 MILLION IN TOTAL ASSETS THAT HAVE LOANS TO
FINANCE AGRICULTURAL PRODUCTION AND OTHER LOANS TO FARMERS (SCHEDULE
RC-C, PART I, ITEM 3) EXCEEDING FIVE PERCENT OF TOTAL LOANS.
Loans to finance agricultural production and other loans to farmers
- ---------------------------
(1) For all items, banks have the option of reporting either (1) an average of
DAILY figures for the quarter, or (2) an average of WEEKLY figures (i.e.,
the Wednesday of each week of the quarter).
(2) Quarterly averages for all debt securities should be based on amortized
cost.
(3) Quarterly averages for all equity securities should be based on historical
cost.
(4) The asset size tests and the five percent of total loans test are generally
based on the total assets and total loans reported on the June 30, 2003,
Report of Condition.
(5) The quarterly average for total assets should reflect all debt securities
(not held for trading) at amortized cost, equity securities with readily
determinable fair values at the lower of cost or fair value, and equity
securities without readily determinable fair values at historical cost.
23
Schedule RC-L-- Derivatives and Off-Balance Sheet Items
Please read carefully the instructions for the preparation of Schedule RC-L.
Some of the amounts reported in Schedule RC-L are regarded as volume indicators
and not necessarily as measures of risk.
Dollar Amounts in Thousands
1. Unused commitments:
a. Revolving, open-end lines secured by 1-4 family
residential properties, e.g., home equity
lines RCON 3814 0
b. Credit card lines RCON 3815 0
c. (1) Commitments to fund commercial real estate, construction,
and land development loans secured by real estate RCON 3816 0
(2) Commitments to fund commercial real estate, construction, and
land development loans NOT secured by real estate RCON 6550 0
d. Securities underwriting RCON 3817 0
e. Other unused commitments RCON 3818 0
2. Financial standby letters of credit RCON 3819 0
a. Amount of financial standby letters of credit conveyed to others RCON 3820 0
3. Performance standby letters of credit RCON 3821 0
a. Amount of performance standby letters of credit conveyed to others RCON 3822 0
4. Commercial and similar letters of credit RCON 3411 0
5. TO BE COMPLETED BY BANKS WITH $100 MILLION OR MORE IN TOTAL ASSETS:(1)
Participations in acceptances (as described in the instructions) conveyed
to others by the reporting bank RCON 3428 0
6. Securities lent (including customers' securities lent where the
customer is indemnified against loss by the reporting bank) RCON 3433 0
7. Credit derivatives:
a. Notional amount of credit derivatives on which the
reporting bank is the guarantor RCON A534 0
(1) Gross positive fair value RCON C219 0
(2) Gross negative fair value RCON C220 0
b. Notional amount of credit derivatives on which the
reporting bank is the beneficiary RCON A535 0
(1) Gross positive fair value RCON C221 0
(2) Gross negative fair value RCON C222 0
8. Spot foreign exchange contracts RCON 8765 0
9. All other off-balance sheet liabilities (exclude derivatives)
(itemize and describe each
component of this item over 25% of Schedule RC, item 28, "Total
equity capital") RCON 3430 0
a. Securities borrowed RCON 3432 0
b. Commitments to purchase when-issued securities RCON 3434 0
24
c. (TEXT 3555) RCON 3555 0
d. (TEXT 3556) RCON 3556 0
e. (TEXT 3557) RCON 3557 0
10. All other off-balance sheet assets (exclude
derivatives) (itemize and describe each component of
this item over 25% of Schedule RC, item 28, "Total equity capital") RCON 5591 0
a. Commitments to sell when-issued securities RCON 3435 0
b. (TEXT 5592) RCON 5592 0
c. (TEXT 5593) RCON 5593 0
d. (TEXT 5594) RCON 5594 0
e. (TEXT 5595) RCON 5595 0
11. Year-to-date merchant credit card sales volume:
a. Sales for which the reporting bank is the acquiring bank RCON C223 0
b. Sales for which the reporting bank is the agent bank with risk RCON C224 0
(Column B) (Column C)
Dollar Amounts in Thousands (Column A) Foreign Equity (Column D)
_______________________________ Interest Rate Exchange Derivative Commodity and
Derivatives Position Indicators Contracts Contracts Contracts Other Contracts
12. Gross amounts (e.g., notional amounts) (for each
column, sum of items 12.a through 12.e must equal
sum of items 13 and 14):
a. Futures contracts RCON 8693 0 RCON 8694 0 RCON 8695 0 RCON 8696 0
b. Forward contracts RCON 8697 0 RCON 8698 0 RCON 8699 0 RCON 8700 0
c. Exchange-traded option contracts:
(1) Written options RCON 8701 0 RCON 8702 0 RCON 8703 0 RCON 8704 0
(2) Purchased options RCON 8705 0 RCON 8706 0 RCON 8707 0 RCON 8708 0
d. Over-the-counter option contracts:
(1) Written options RCON 8709 0 RCON 8710 0 RCON 8711 0 RCON 8712 0
(2) Purchased options RCON 8713 0 RCON 8714 0 RCON 8715 0 RCON 8716 0
e. Swaps RCON 3450 0 RCON 3826 0 RCON 8719 0 RCON 8720 0
13. Total gross notional amount of derivative
contracts
held for trading RCON A126 0 RCON A127 0 RCON 8723 0 RCON 8724 0
14. Total gross notional amount of derivative contracts
held for purposes other than trading RCON 8725 0 RCON 8726 0 RCON 8727 0 RCON 8728 0
a.Interest rate swaps where the bank has agreed to
pay a fixed rate RCON A589 0
25
15. TO BE COMPLETED BY ALL BANKS: Gross fair values:
a. Contracts held for trading:
(1) Gross positive fair value RCON 8733 0 RCON 8734 0 RCON 8735 0 RCON 8736 0
(2) Gross negative fair value RCON 8737 0 RCON 8738 0 RCON 8739 0 RCON 8740 0
b. Contracts held for purposes other than trading:
(1) Gross positive fair value RCON 8741 0 RCON 8742 0 RCON 8743 0 RCON 8744 0
(2) Gross negative fair value RCON 8745 0 RCON 8746 0 RCON 8747 0 RCON 8748 0
- ---------------------
(1) The $100 million asset size test is generally based on the total assets
reported in the June 30, 2003, Report of Condition.
26
Schedule RC-M--Memoranda
Dollar Amounts in Thousands
1. Extensions of credit by the reporting bank to its
executive officers, directors, principal shareholders,
and their related interests as of the report date:
a. Aggregate amount of all extensions of credit to all
executive officers, directors, principal
shareholders, and their related interests RCON 6164 0
b. Number of executive officers, directors, and principal
shareholders to whom the amount of all
extensions of credit by the reporting bank
(including extensions of credit to related
interests) equals or exceeds the lesser of $500,000
or 5 percent of total capital as defined for this
purpose in agency regulations RCON 6165 Number
0
2. Intangible assets other than goodwill:
a. Mortgage servicing assets RCON 3164 0
(1) Estimated fair value of mortgage servicing assets RCON A590 0
b. Purchased credit card relationships and nonmortgage servicing assets RCON B026 0
c. All other identifiable intangible assets RCON 5507 0
d. Total (sum of items 2.a, 2.b, and 2.c) (must equal Schedule RC, item 10.b) RCON 0426 0
3. Other real estate owned:
a. Direct and indirect investments in real estate ventures RCON 5372 0
b. All other real estate owned:
(1) Construction, land development, and other land RCON 5508 0
(2) Farmland RCON 5509 0
(3) 1-4 family residential properties RCON 5510 0
(4) Multifamily (5 or more) residential properties RCON 5511 0
(5) Nonfarm nonresidential properties RCON 5512 0
c. Total (sum of items 3.a and 3.b) (must equal Schedule RC, item 7) RCON 2150 0
4. Investments in unconsolidated subsidiaries and associated companies:
a. Direct and indirect investments in real estate ventures RCON 5374 0
b. All other investments in unconsolidated subsidiaries and associated companies RCON 5375 0
c. Total (sum of items 4.a and 4.b) (must equal Schedule RC, item 8) RCON 2130 0
5. Other borrowed money: a. Federal Home Loan Bank
advances:
(1) With a remaining maturity of one year or less(1) RCON 2651 0
(2) With a remaining maturity of more than one year through three years RCON B565 0
(3) With a remaining maturity of more than three years RCON B566 0
b. Other borrowings:
(1) With a remaining maturity of one year or less RCON B571 0
(2) With a remaining maturity of more than one year through three years RCON B567 0
(3) With a remaining maturity of more than three years RCON B568 0
27
c. Total (sum of items 5.a.(1) through 5.b.(3))(must
equal Schedule RC, item 16) RCON 3190 0
6. Does the reporting bank sell private label or third party mutual
funds and annuities? RCON B569 YES/NO
No
7. Assets under the reporting bank's management in proprietary
mutual funds and annuities RCON B570 0
8. Primary Internet Web site address of the bank (home page), if any
(Example:www.examplebank.com)
(TEXT 4087) http://www.deutsche-bank.com
9. Do any of the bank's Internet Web sites have
transactional capability, i.e, allow the bank's
customers to execute transactions on their accounts through the Web site? RCON 4088 YES/NO
No
- --------------------
(1) Includes overnight Federal Home Loan Bank advances.
28
Schedule RC-N--Past Due and Nonaccrual Loans, Leases, and Other Assets
(Column A) (Column B)
Past Due 30 through Past Due 90 days or
89 days and still more and still (Column C)
Dollar Amounts in Thousands accruing accruing Nonaccrual
1. Loans secured by real estate:
a. Construction, land development, and other land loans RCON 2759 0 RCON 2769 0 RCON 3492 0
b. Secured by farmland RCON 3493 0 RCON 3494 0 RCON 3495 0
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family
residential properties and extended under lines
of credit RCON 5398 0 RCON 5399 0 RCON 5400 0
(2) Closed-end loans secured by 1-4 family
residential properties
(a) Secured by first liens RCON C236 0 RCON C237 0 RCON C229 0
(b) Secured by junior liens RCON C238 0 RCON C239 0 RCON C230 0
d. Secured by multifamily (5 or more) residential
properties RCON 3499 0 RCON 3500 0 RCON 3501 0
e. Secured by nonfarm nonresidential properties: RCON 3502 0 RCON 3503 0 RCON 3504 0
2. Loans to depository institutions and acceptances of
other banks RCON B834 0 RCON B835 0 RCON B836 0
3. Not applicable
4. Commercial and industrial loans RCON 1606 0 RCON 1607 0 RCON 1608 0
5. Loans to individuals for household, family, and other
personal expenditures:
a. Credit cards RCON B575 0 RCON B576 0 RCON B577 0
b. Other (includes single payment, installment, all
student loans, and revolving credit plans other
than credit cards) RCON B578 0 RCON B579 0 RCON B580 0
6. Loans to foreign governments and official institutions RCON 5389 0 RCON 5390 0 RCON 5391 0
7. All other loans(1) RCON 5459 0 RCON 5460 0 RCON 5461 0
8. Lease financing receivables RCON 1226 0 RCON 1227 0 RCON 1228 0
9. Debt securities and other assets (exclude other real
estate owned and other repossessed assets) RCON 3505 0 RCON 3506 0 RCON 3507 0
29
Amounts reported in Schedule RC-N, items 1 through 8, above include guaranteed
and unguaranteed portions of past due and nonaccrual loans and leases. Report in
item 10 below certain guaranteed loans and leases that have already been
included in the amounts reported in items 1 through 8.
10. Loans and leases reported in items 1 through 8 above
which are wholly or partially guaranteed by the U.S. Government RCON 5612 0 RCON 5613 0 RCON 5614 0
a. Guaranteed portion of loans and leases included in item 10 above RCON 5615 0 RCON 5616 0 RCON 5617 0
Memoranda
(Column A) (Column B)
Past due 30 through Past due 90 days or
89 days and still more and still (Column C)
Dollar Amounts in Thousands accruing accruing Nonaccrual
1. Restructured loans and leases included in Schedule
RC-N, items 1 through 8, above (and not reported in
Schedule RC-C, Part I, Memorandum item 1) RCON 1658 0 RCON 1659 0 RCON 1661 0
2. Loans to finance commercial real estate, construction,
and land development activities (not secured by real
estate) included in Schedule RC-N, items 4 and 7, above RCON 6558 0 RCON 6559 0 RCON 6560 0
3. MEMORANDUM ITEMS 3.A THROUGH 3.D ARE TO BE COMPLETED BY
BANKS WITH $300 MILLION OR MORE IN TOTAL ASSETS:2
a. Loans secured by real estate to non-U.S. addressees
(domicile) (included in Schedule RC-N, item 1, above) RCON 1248 N/A RCON 1249 N/A RCON 1250 N/A
b. Loans to and acceptances of foreign banks (included
in Schedule RC-N, item 2, above) RCON 5380 N/A RCON 5381 N/A RCON 5382 N/A
c. Commercial and industrial loans to non-U.S.
addressees (domicile) (included in Schedule RC-N,
item 4, above) RCON 1254 N/A RCON 1255 N/A RCON 1256 N/A
d. Lease financing receivables of non-U.S. addressees
(domicile) (included in Schedule RC-N, item 8, above) RCON 1271 N/A RCON 1272 N/A RCON 1791 N/A
4. MEMORANDUM ITEM 4 IS TO BE COMPLETED BY:(2)
O BANKS WITH $300 MILLION OR MORE IN TOTAL ASSETS O
BANKS WITH LESS THAN $300 MILLION IN TOTAL ASSETS THAT
HAVE LOANS TO FINANCE AGRICULTURAL PRODUCTION AND OTHER
LOANS TO FARMERS (SCHEDULE RC-C, PART I, ITEM 3)
EXCEEDING FIVE PERCENT OF TOTAL LOANS: Loans to finance
agricultural production and RCON 1594 0 RCON 1597 0 RCON 1583 N/A
30
other loans to farmers
(included in Schedule RC-N, item 7,
above)
5. Loans and leases held for sale (included in Schedule
RC-N, items 1 through 8, above) RCON C240 0 RCON C241 0 RCON C226 0
(Column A) (Column B)
Past due 30 through Past due 90 days or
Dollar Amounts in Thousands 89 days more
6. MEMORANDUM ITEM 6 IS TO BE COMPLETED BY BANKS WITH $300
MILLION OR MORE IN TOTAL ASSETS:(2)
Interest rate, foreign exchange rate, and other commodity and equity
contracts:
Fair value of amounts carried as assets RCON 3529 N/A RCON 3530 N/A
- -------------------
(1) Includes past due and nonaccrual "Loans to finance agricultural production
and other loans to farmers," "Obligations (other than securities and
leases) of states and political subdivisions in the U.S.," and "Other
loans."
(2) The $300 million asset size test and the five percent of total loans test
are generally based on the total assets and total loans reported on the
June 30, 2003, Report of Condition.
31
Schedule RC-O -- Other Data for Deposit Insurance and FICO Assessments
Dollar Amounts in Thousands
1. Unposted debits (see instructions):
a. Actual amount of all unposted debits RCON 0030 0
OR
b. Separate amount of unposted debits:
(1) Actual amount of unposted debits to demand deposits RCON 0031 0
(2) Actual amount of unposted debits to time and savings deposits(1) RCON 0032 0
2. Unposted credits (see instructions):
a. Actual amount of all unposted credits RCON 3510 0
OR
b. Separate amount of unposted credits:
(1) Actual amount of unposted credits to demand deposits RCON 3512 0
(2) Actual amount of unposted credits to time and savings deposits(1) RCON 3514 0
3. Uninvested trust funds (cash) held in bank's own trust department
(not included in total deposits) RCON 3520 0
4. Deposits of consolidated subsidiaries (not included in total deposits):
a. Demand deposits of consolidated subsidiaries RCON 2211 0
b. Time and savings deposits(1) of consolidated subsidiaries RCON 2351 0
c. Interest accrued and unpaid on deposits of consolidated subsidiaries RCON 5514 0
5. Not applicable
6. Reserve balances actually passed through to the
Federal Reserve by the reporting bank on behalf of its
respondent depository institutions that are also
reflected as deposit liabilities of the reporting
bank:
a. Amount reflected in demand deposits (included in Schedule RC-E,
item 7, column B) RCON 2314 0
b. Amount reflected in time and savings deposits1 (included in Schedule
RC-E, item 7, column A or C, but not column B) RCON 2315 0
7. Unamortized premiums and discounts on time and savings deposits:(1),(2)
a. Unamortized premiums RCON 5516 0
b. Unamortized discounts RCON 5517 0
8. To be completed by banks with "Oakar deposits."
a.Deposits purchased or acquired from other
FDIC-insured institutions during the quarter:
(1) Total deposits purchased or acquired from other
FDIC-insured institutions during the
quarter RCON A531 0
32
(2) Amount of purchased or acquired deposits reported in
item 8.a.(1) above attributable to a
secondary fund (i.e., BIF members report deposits
attributable to SAIF; SAIF members report
deposits attributable to BIF) RCON A532 N/A
b. Total deposits sold or transferred to other
FDIC-insured institutions during the quarter RCON
A533 N/A 9. Deposits in lifeline accounts RCON 5596
10. Benefit-responsive "Depository Institution
Investment Contracts" (included in total deposits)
RCON 8432 0 11. Adjustments to demand deposits
reported in Schedule RC-E for certain reciprocal
demand
balances:
a. Amount by which demand deposits would be reduced
if the reporting bank's reciprocal demand
balances with the domestic offices of U.S. banks and
savings associations and insured
branches in Puerto Rico and U.S. territories and
possessions that were reported on a gross
basis in Schedule RC-E had been reported on a net basis RCON 8785 0
b. Amount by which demand deposits would be
increased if the reporting bank's reciprocal
demand balances with foreign banks and foreign
offices of other U.S. banks (other than insured
branches in Puerto Rico and U.S. territories and
possessions) that were reported on a net basis in
Schedule RC-E had been reported on a gross basis
RCON A181 0
c. Amount by which demand deposits would be reduced
if cash items in process of collection were
included in the calculation of the reporting
bank's net reciprocal demand balances with the
domestic offices of U.S. banks and savings
associations and insured branches in Puerto Rico
and U.S. territories and possessions in Schedule
RC-E RCON A182 0
12. Amount of assets netted against deposit
liabilities on the balance sheet (Schedule RC) in
accordance with generally accepted accounting
principles (exclude amounts related to reciprocal
demand balances):
a. Amount of assets netted against demand deposits RCON A527 0
b. Amount of assets netted against time and savings deposits RCON A528 0
Memoranda (to be completed each quarter except as noted)
1. Total deposits of the bank (sum of Memorandum
items 1.a.(1) and 1.b.(1) must equal Schedule RC,
item 13.a):
a. Deposit accounts of $100,000 or less:(3)
(1) Amount of deposit accounts of $100,000 or less RCON 2702 0
(2) Number of deposit accounts of $100,000 or less (to be completed for the June report only) RCON 3779 Number
N/A
b. Deposit accounts of more than $100,000:(3)
(1) Amount of deposit accounts of more than $100,000 RCON 2710 0
(2) Number of deposit accounts of more than $100,000 RCON 2722 Number
0
33
MEMORANDUM ITEM 2 IS TO BE COMPLETED BY ALL BANKS.
2. Estimated amount of uninsured deposits (see instructions) RCON 5597 0
3. Has the reporting institution been consolidated with a parent
bank or savings association in that parent
bank's or parent saving association's Call Report or Thrift
Financial Report? If so, report the legal
title and FDIC Certificate Number of the parent bank
or parent savings association: FDIC Cert No.
(TEXT A545) RCON A545
- ---------------------------
(1) For FDIC insurance and FICO assessment purposes, "time and savings
deposits" consists of nontransaction accounts and all transaction accounts
other than demand deposits.
(2) Exclude core deposit intangibles.
(3) The dollar amounts used as the basis for reporting in Memoranda items 1.a
and 1.b reflect the deposit insurance limits in effect on the report date.
34
Schedule RC-R--Regulatory Capital
Dollar Amounts in Thousands
Tier 1 Capital
1. Total equity capital (from Schedule RC, item 28) RCON 3210 111,496
2. LESS: Net unrealized gains (losses) on available-for-sale securities(1) (if a gain, report as a
positive value; if a loss, report as a negative value) RCON 8434 (19)
3. LESS: Net unrealized loss on available-for-sale EQUITY securities(1) (report loss as a positive
value) RCON A221 0
4. LESS: Accumulated net gains (losses) on cash flow hedges(1) (if a gain, report as a positive value;
if a loss, report as a negative value) RCON 4336 0
5. LESS: Nonqualifying perpetual preferred stock RCON B588 0
6. Qualifying minority interests in consolidated subsidiaries RCON B589 0
7. LESS: Disallowed goodwill and other disallowed intangible assets RCON B590 0
8. Subtotal (sum of items 1 and 6, less items 2, 3, 4, 5, and 7) RCON C227 111,515
9. a. LESS: Disallowed servicing assets and purchased credit card relationships RCON B591 0
b. LESS: Disallowed deferred tax assets RCON 5610 0
10. Other additions to (deductions from) Tier 1 capital RCON B592 0
11. Tier 1 capital (sum of items 8 and 10, less items 9.a and 9.b) RCON 8274 111,515
Tier 2 Capital
12. Qualifying subordinated debt and redeemable preferred stock RCON 5306 0
13. Cumulative perpetual preferred stock includible in Tier 2 capital RCON B593 0
14. Allowance for loan and lease losses includible in Tier 2 capital RCON 5310 0
15. Unrealized gains on available-for-sale equity securities includible in Tier 2 capital RCON 2221 0
16. Other Tier 2 capital components RCON B594 0
17. Tier 2 capital (sum of items 12 through 16) RCON 5311 0
18. Allowable Tier 2 capital (lesser of item 11 or 17) RCON 8275 0
19. Tier 3 capital allocated for market risk RCON 1395 0
20. LESS: Deductions for total risk-based capital RCON B595 0
21. Total risk-based capital (sum of items 11, 18, and 19, less item 20) RCON 3792 111,515
Total assets for leverage ratio
22. Average total assets (from Schedule RC-K, item 9) RCON 3368 126,388
23. LESS: Disallowed goodwill and other disallowed intangible assets (from item 7 above) RCON B590 0
24. LESS: Disallowed servicing assets and purchased credit card relationships (from item 9.a above) RCON B591 0
25. LESS: Disallowed deferred tax assets (from item 9.b above) RCON 5610 0
26. LESS: Other deductions from assets for leverage capital purposes RCON B596 0
27. Average total assets for leverage capital purposes (item 22 less items 23 through 26) RCON A224 126,388
35
Adjustments for financial subsidiaries
28. a. Adjustment to Tier 1 capital reported in item 11 RCON C228 0
b. Adjustment to total risk-based capital reported in item 21 RCON B503 0
29. Adjustment to risk-weighted assets reported in item 62 RCON B504 0
30. Adjustment to average total assets reported in item 27 RCON B505 0
Capital ratios
(Column B is to be completed by all banks. Column A is to be (Column A) (Column B)
completed by banks with financial subsidiaries.) Percentage Percentage
31. Tier 1 leverage ratio(2) RCON 7273 0 RCON 7204 88.23
32. Tier 1 risk-based capital ratio(3) RCON 7274 0 RCON 7206 632.24
33. Total risk-based capital ratio(4) RCON 7275 0 RCON 7205 632.24
Banks are not required to risk-weight each on-balance sheet
asset and the credit equivalent amount of each off-balance
sheet item that qualifies for a risk weight of less than 100
percent (50 percent for derivatives) at its lower risk
weight. When completing items 34 through 54 of Schedule
RC-R, each bank should decide for itself how detailed a
risk-weight analysis it wishes to perform. In other words, a
bank can choose from among its assets and off-balance sheet
items that have a risk weight of less than 100 percent which
ones to risk-weight at an appropriate lower risk weight, or
it can simply risk-weight some or all of these items at a
100 percent risk weight (50 percent for derivatives).
(Column A) (Column B) (Column C) (Column D) (Column E) (Column F)
Totals Items Not
(FROM Subject
SCHEDULE to
RC) Risk- Allocation by Risk Weight Category
Dollar Amounts in Thousands Weighting 0% 20% 50% 100%
BALANCE SHEET ASSET CATEGORIES
34. Cash and balances due from RCON 0010 RCON B600 RCON B601 RCON B602
depository institutions (Column A
equals the sum of Schedule RC, items
1.a and 1.b)
26,165 1 26,164 0
35. Held-to-maturity securities RCON 1754 RCON B603 RCON B604 RCON B605 RCON B606 RCON B607
0 0 0 0 0 0
36. Available-for-sale securities RCON 1773 RCON B608 RCON B609 RCON B610 RCON B611 RCON B612
82,219 -33 82,252 0 0 0
37. Federal funds sold and securities RCON C225 RCON C063 RCON C064 RCON B520
purchased under agreements to
resell 0 0 0 0
38. Loans and leases held for sale RCON 5369 RCON B617 RCON B618 RCON B619 RCON B620 RCON B621
0 0 0 0 0 0
36
39. Loans and leases, net of unearned income RCON B528 RCON B622 RCON B623 RCON B624 RCON B625 RCON B626
0 0 0 0 0 0
40. LESS: Allowance for loan and lease losses RCON 3123 RCON 3123
0 0
41. Trading assets RCON 3545 RCON B627 RCON B628 RCON B629 RCON B630 RCON B631
0 0 0 0 0 0
42. All other assets(5) RCON B639 RCON B640 RCON B641 RCON B642 RCON B643 RCON 5339
16,601 0 3,045 1,439 0 12,117
43. Total assets (sum of items 34 through 42) RCON 2170 RCON B644 RCON 5320 RCON 5327 RCON 5334 RCON 5340
124,985 (33) 85,298 27,603 0 12,117
(Column A) Credit (Column B) (Column C) (Column D) (Column E) (Column F)
Face Value Conversion Credit
or Factor Equivalent
Notional Amount(6)
Dollar Amounts in Thousands Amount
Allocation by Risk Weight Category
0% 20% 50% 100%
Derivatives and Off-Balance Sheet
Items
44. Financial standby letters of
credit RCON B546 RCON B547 RCON B548 RCON B581 RCON B582 RCON B583
0 12.50(7) 0 0 0 0 0
45. Performance standby letters of
credit RCON 3821 RCON B650 RCON B651 RCON B652 RCON B653 RCON B654
0 0.50 0 0 0 0 0
46. Commercial and similar letters
of credit RCON 3411 RCON B655 RCON B656 RCON B657 RCON B658 RCON B659
0 0.20 0 0 0 0 0
47. Risk participations in bankers
acceptances acquired by the
reporting institution RCON 3429 RCON B660 RCON B661 RCON B662 RCON B663
0 1.00 0 0 0 0
48. Securities lent RCON 3433 RCON B664 RCON B665 RCON B666 RCON B667 RCON B668
0 1.00 0 0 0 0 0
49. Retained recourse on small
business obligations sold with
recourse RCON A250 RCON B669 RCON B670 RCON B671 RCON B672 RCON B673
0 1.00 0 0 0 0 0
50. Recourse and direct credit
substitutes (other than financial
standby letters of credit) subject
to the low-level exposure rule and
residual interests subject to a
dollar-for-dollar capital
requirement RCON B541 RCON B542 RCON B543
0 12.50(8) 0 0
51. All other financial assets sold
with recourse RCON B675 RCON B676 RCON B677 RCON B678 RCON B679 RCON B680
0 1.00 0 0 0 0 0
52. All other off-balance sheet
liabilities RCON B681 RCON B682 RCON B683 RCON B684 RCON B685 RCON B686
0 1.00 0 0 0 0 0
37
53. Unused commitments with an
original maturity exceeding one
year RCON 3833 RCON B687 RCON B688 RCON B689 RCON B690 RCON B691
0 0.50 0 0 0 0 0
54. Derivative contracts RCON A167 RCON B693 RCON B694 RCON B695
0 0 0 0
(Column C) (Column D) (Column E) (Column F)
Allocation by Risk Weight Category
Dollar Amounts in Thousands 0% 20% 50% 100%
Totals
55. Total assets, derivatives, and
off-balance sheet items by risk
weight category (for each column,
sum of items 43 through 54) RCON B696 RCON B697 RCON B698 RCON B699
85,298 27,603 0 12,117
56. Risk weight factor x 0% x 20% x 50% x 100%
57. Risk-weighted assets by risk
weight category (for each column,
item 55 multiplied by item 56) RCON B700 RCON B701 RCON B702 RCON B703
0 5,521 0 12,117
58. Market risk equivalent assets RCON 1651
0
59. Risk-weighted assets before
deductions for excess allowance
for loan and lease losses and
allocated transfer risk reserve
(sum of item 57, columns C through
F, and item 58) RCON B704
17,638
60. LESS: Excess allowance for loan
and lease losses RCON A222 0
61. LESS: Allocated transfer risk reserve RCON 3128
0
62. Total risk-weighted assets (item
59 minus items 60 and 61)
RCON A223
17,638
Memoranda
Dollar Amounts in Thousands
1. Current credit exposure across all derivative contracts covered by the
risk-based capital standards. RCON 8764 0
With a remaining maturity of
(Column B) Over one
(Column A) One year year through five (Column C) Over five
or less years years
2. Notional principal amounts of derivative contracts:(9)
a. Interest rate contracts RCON 3809 0 RCON 8766 0 RCON 8767 0
b. Foreign exchange contracts RCON 3812 0 RCON 8769 0 RCON 8770 0
c. Gold contracts RCON 8771 0 RCON 8772 0 RCON 8773 0
38
d. Other precious metals contracts RCON 8774 0 RCON 8775 0 RCON 8776 0
e. Other commodity contracts RCON 8777 0 RCON 8778 0 RCON 8779 0
f. Equity derivative contracts RCON A000 0 RCON A001 0 RCON A002 0
- -----------------------
(1) Report amount included in Schedule RC, item 26.b, "Accumulated other
comprehensive income."
(2) The ratio for column B is item 11 divided by item 27. The ratio for column
A is item 11 minus item 28.a divided by (item 27 minus item 30).
(3) The ratio for column B is item 11 divided by item 62. The ratio for column
A is item 11 minus item 28.a divided by (item 62 minus item 29).
(4) The ratio for column B is item 21 divided by item 62. The ratio for column
A is item 21 minus item 28 divided by (item 62 minus item 29).
(5) Includes premises and fixed assets, other real estate owned, investments
in unconsolidated subsidiaries and associated companies, customers'
liability on acceptances outstanding, intangible assets, and other assets.
(6) Column A multiplied by credit conversion factor.
(7) For financial standby letter of credit to which the low-level exposure
rule applies, use a credit conversion factor of 12.5 or an
institution-specific factor. For other financial standby letters of
credit, use a credit conversion factor of 1.00. See instructions for
further information.
(8) Or institution-specific factor.
(9) Exclude foreign exchange contracts with an original maturity of 14 days or
less and all futures contracts.
39
Schedule RC-S--Servicing, Securitization and Asset Sale Activities
(Column A) (Column B) (Column C) Column D) (Column E) (Column F) (Column G)
1-4 Family Home Credit Card Auto Other Commercial and All Other
Residential Equity Receivables Loans Consumer Industrial Loans and
Loans Lines Loans Loans All Leases
Dollar Amounts in Thousands
BANK SECURITIZATION ACTIVITIES
1. Outstanding principal balance
of assets sold and securitized
by the reporting bank with
servicing retained or with
recourse or other
seller-provided credit
enhancements RCON B705 RCON B706 RCON B707 RCON B708 RCON B709 RCON B710 RCON B711
0 0 0 0 0 0 0
2. Maximum amount of credit
exposure arising from recourse
or other seller-provided credit
enhancements provided to
structures reported in item 1
in the form of: a.
Credit-enhancing interest-only
strips (included in Schedules
RC-B or RC-F or in
Schedule RC, item 5 RCON B712 RCON B713 RCON B714 RCON B715 RCON B716 RCON B717 RCON B718
0 0 0 0 0 0 0
b. Subordinated securities, and
other residual
interests RCON C393 RCON C394 RCON C395 RCON C396 RCON C397 RCON C398 RCON C399
0 0 0 0 0 0 0
c. Standby letters of credit
and other enhancements RCON C400 RCON C401 RCON C402 RCON C403 RCON C404 RCON C405 RCON C406
0 0 0 0 0 0 0
3. Reporting bank's unused
commitments to provide
liquidity to structures
reported in item 1 RCON B726 RCON B727 RCON B728 RCON B729 RCON B730 RCON B731 RCON B732
0 0 0 0 0 0 0
4. Past due loan amounts included
in item 1:
40
a. 30-89 days past due RCON B733 RCON B734 RCON B735 RCON B736 RCON B737 RCON B738 RCON B739
0 0 0 0 0 0 0
b. 90 days or more past due RCON B740 RCON B741 RCON B742 RCON B743 RCON B744 RCON B745 RCON B746
0 0 0 0 0 0 0
5. Charge-offs and recoveries on
assets sold and securitized with
servicing retained or with
recourse or other
seller-provided credit
enhancements (calendar
year-to-date):
a. Charge-offs RIAD B747 RIAD B748 RIAD B749 RIAD B750 RIAD B751 RIAD B752 RIAD B753
0 0 0 0 0 0 0
b. Recoveries RIAD B754 RIAD B755 RIAD B756 RIAD B757 RIAD B758 RIAD B759 RIAD B760
0 0 0 0 0 0 0
6. Amount of ownership (or seller's) interests carried as:
a. Securities (included in Schedule RC-B or in
Schedule RC, item 5) RCON B761 RCON B762 RCON B763
0 0 0
b. Loans (included in Schedule RC-C) RCON B500 RCON B501 RCON B502
0 0 0
7. Past due loan amounts included in
interests reported in item 6. a:
a. 30-89 days past due RCON B764 RCON B765 RCON B766
0 0 0
b. 90 days or more past due RCON B767 RCON B768 RCON B769
0 0 0
8. Charge-offs and recoveries on
loan amounts included in
interests reported in item 6. a
(calendar year-to-date):
a. Charge-offs RIAD B770 RIAD B771 RIAD B772
0 0 0
b. Recoveries RIAD B773 RIAD B774 RIAD B775
0 0 0
41
FOR SECURITIZATION FACILITIES SPONSORED BY OR
OTHERWISE ESTABLISHED BY OTHER INSTITUTIONS
9. Maximum amount of credit exposure arising from credit
enhancements provided by the reporting bank to other
institutions' securitization structures in the form of
standby letters of credit, purchased subordinated
securities, and
other enhancements RCON B776 RCON B777 RCON B778 RCON B779 RCON B780 RCON B781 RCON B782
0 0 0 0 0 0 0
10. Reporting bank's unused commitments to provide
liquidity to other institutions' securitization
structures RCON B783 RCON B784 RCON B785 RCON B786 RCON B787 RCON B788 RCON B789
0 0 0 0 0 0 0
BANK ASSET SALES
11. Assets sold with recourse or other seller-provided
credit enhancements and not
securitized by the reporting bank RCON B790 RCON B791 RCON B792 RCON B793 RCON B794 RCON B795 RCON B796
0 0 0 0 0 0 0
12. Maximum amount of credit exposure arising from
recourse or other seller-provided credit enhancements
provided to assets reported in
item 11 RCON B797 RCON B798 RCON B799 RCON B800 RCON B801 RCON B802 RCON B803
0 0 0 0 0 0 0
Memoranda
Dollar Amounts in Thousands
1. Small business obligations transferred with recourse
under Section 208 of the Riegle Community Development
and Regulatory Improvement Act of 1994:
a. Outstanding principal balance RCON A249 0
b. Amount of retained recourse on these obligations as of the report date RCON A250 0
2. Outstanding principal balance of assets serviced for others:
a. 1-4 family residential mortgages serviced with
recourse or other servicer-provided credit
enhancements RCON B804 0
b. 1-4 family residential mortgages serviced with no
recourse or other servicer-provided credit
enhancements RCON B805 0
c. Other financial assets(1) RCON A591 0
3. Asset-backed commercial paper conduits:
a. Maximum amount of credit exposure arising from
credit enhancements provided to conduit structures
in the form of standby letters of credit,
subordinated securities, and other enhancements:
(1) Conduits sponsored by the bank, a bank affiliate, or the bank's holding company RCON B806 0
(2) Conduits sponsored by other unrelated institutions RCON B807 0
b. Unused commitments to provide liquidity to conduit
structures:
(1) Conduits sponsored by the bank, a bank affiliate, or the bank's holding company RCON B808 0
42
(2) Conduits sponsored by other unrelated institutions RCON B809 0
4. Outstanding credit card fees and finance charges
included in Schedule RC-S, item 1, column C(2) RCON C407 N/A
- -----------------------
(1) Memorandum item 2.c is to be completed if the principal balance of other
financial assets serviced for others is more than $10 million.
(2) Memorandum item 4 is to be completed by banks that (1) together with
affiliated institutions, have outstanding credit card receivables (as
defined in the instructions) that exceed $500 million as of the report
date or (2) are credit card specialty banks as defined for Uniform Bank
Performance Report purposes.
43
Schedule RC-T--Fiduciary and Related Services
ITEMS 12 THROUGH 23 AND MEMORANDUM ITEM 4 WILL NOT BE MADE
AVAILABLE TO THE PUBLIC ON AN INDIVIDUAL INSTITUTION BASIS.
YES/NO
1. Does the institution have fiduciary powers? (If "NO," do not complete Schedule RC-T) RCON
A345 Yes
2. Does the institution exercise the fiduciary powers it has been granted? RCON
A346 Yes
3. Does the institution have any fiduciary or related
activity (in the form of assets or accounts) to RCON
report in this schedule? (If "NO," do not complete the B867 Yes
rest of Schedule RC-T.)
If the answer to item 3 is "YES," complete the applicable
items of Schedule RC-T, as follows:
Institutions with total fiduciary assets (item 9, sum of
columns A and B) greater than $250 million (as of the
preceding December 31) or with gross fiduciary and related
services income greater than 10% of revenue (net interest
income plus noninterest income) for the preceding calendar
year must complete:
- - Items 4 through 19 quarterly,
- - Items 20 through 23 annually with the December report, and
- - Memorandum items 1 through 4 annually with the December
report.
Institutions with total fiduciary assets (item 9, sum of
columns A and B) greater than $100 million but less than or
equal to $250 million (as of the preceding December 31) that
do not meet the fiduciary income test for quarterly
reporting must complete:
- - Items 4 through 23 annually with the December report, and
- - Memorandum items 1 through 4 annually with the December
report.
Institutions with total fiduciary assets (item 9, sum of
columns A and B) of $100 million or less (as of the
preceding December 31) that do not meet the fiduciary income
test for quarterly reporting must complete:
- - Items 4 through 10 annually with the December report, and
- - Memorandum items 1 through 3 annually with the December
report.
(Column C) (Column D)
(Column A) (Column B) Number of Number of
Managed Non-Managed Managed Non-Managed
Dollar Amounts in Thousands Assets Assets Accounts Accounts
FIDUCIARY AND RELATED ASSETS
4. Personal trust and agency accounts RCON B868 RCON B869 RCON B870 RCON B871
305,788 11,885 150 2
5. Retirement related trust and agency accounts:
a. Employee benefit--defined contribution RCON B872 RCON B873 RCON B874 RCON B875
0 0 0 0
44
b. Employee benefit--defined benefit RCON B876 RCON B877 RCON B878 RCON B879
0 0 0 0
c. Other retirement accounts RCON B880 RCON B881 RCON B882 RCON B883
0 0 0 0
6. Corporate trust and agency accounts RCON B884 RCON B885 RCON C001 RCON C002
0 10,207,352 0 3,603
7. Investment management agency accounts RCON B886 RCON B888
227,077 69
8. Other fiduciary accounts RCON B890 RCON B891 RCON B892 RCON B893
0 0 0 0
9. Total fiduciary accounts (sum of items 4 through 8) RCON B894 RCON B895 RCON B896 RCON B897
532,865 10,219,237 219 3,605
10. Custody and safekeeping accounts RCON B898 RCON B899
0 0
11. Not Applicable
Memoranda
Dollar Amounts in Thousands Managed Assets
1. Managed assets held in personal trust and agency accounts:
a. Non-interest bearing deposits RCON B913 N/A
b. Interest-bearing deposits RCON B914 N/A
c. U.S. Treasury and U.S. Government agency obligations RCON B915 N/A
d. State, county and municipal obligations RCON B916 N/A
e. Money market mutual funds RCON B917 N/A
f. Other short-term obligations RCON B918 N/A
g. Other notes and bonds RCON B919 N/A
h. Common and preferred stocks RCON B920 N/A
i. Real estate mortgages RCON B921 N/A
j. Real estate RCON B922 N/A
k. Miscellaneous assets RCON B923 N/A
l. Total managed assets held in personal trust and agency accounts (sum of
Memorandum items 1.a through 1.k) (must equal Schedule RC-T, item 4,
column A) RCON B868 N/A
(Column A) Number of (Column B) Principal
Dollar Amounts in Thousands Issues Amount Outstanding
2. Corporate trust and agency accounts:
a. Corporate and municipal trusteeships RCON B927 N/A RCON B928 N/A
b. Transfer agent, registrar, paying
agent, and other corporate agency RCON B929 N/A
45
(Column A) Number of (Column B) Market
Dollar Amounts in Thousands Funds Value of Fund Assets
3. Collective investment funds and common trust funds:
a. Domestic equity RCON B931 N/A RCON B932 N/A
b. International/Global equity RCON B933 N/A RCON B934 N/A
c. Stock/Bond blend RCON B935 N/A RCON B936 N/A
d. Taxable bond RCON B937 N/A RCON B938 N/A
e. Municipal bond RCON B939 N/A RCON B940 N/A
f. Short term investments/Money market RCON B941 N/A RCON B942 N/A
g. Specialty/Other RCON B943 N/A RCON B944 N/A
h. Total collective investment funds (sum of Memorandum items 3.a through
3.g) RCON B945 N/A RCON B946 N/A
46
OPTIONAL Narrative Statement Concerning the Amounts
Reported in the Reports of Condition and Income
The management of the reporting bank may, IF IT WISHEs, submit a brief narrative
statement on the amounts reported in the Reports of Condition and Income. This
optional statement will be made available to the public, along with the publicly
available data in the Reports of Condition and Income, in response to any
request for individual bank report data. However, the information reported in
Schedule RC-T, items 12 through 23 and Memorandum item 4, is regarded as
confidential and will not be released to the public. BANKS CHOOSING TO SUBMIT
THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE
NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE
AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC-T, OR ANY OTHER
INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD
COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing NOT to make a
statement may check the "No comment" box below and should make no entries of any
kind in the space provided for the narrative statement; i.e., DO NOT enter in
this space such phrases as "No statement," "Not applicable," "N/A," "No
comment," and "None."
The optional statement must be entered on this sheet. The statement should not
exceed 100 words. Further, regardless of the number of words, the statement must
not exceed 750 characters, including punctuation, indentation, and standard
spacing between words and sentences. If any submission should exceed 750
characters, as defined, it will be truncated at 750 characters with no notice to
the submitting bank and the truncated statement will appear as the bank's
statement both on agency computerized records and in computer-file releases to
the public.
All information furnished by the bank in the narrative statement must be
accurate and not misleading. Appropriate efforts shall be taken by the
submitting bank to ensure the statement's accuracy. The statement must be
signed, in the space provided below, by a senior officer of the bank who thereby
attests to its accuracy.
If, subsequent to the original submission, MATERIAL changes are submitted for
the data reported in the Reports of Condition and Income, the existing narrative
statement will be deleted from the files, and from disclosure; the bank, at its
option, may replace it with a statement, under signature, appropriate to the
amended data.
The optional narrative statement will appear in agency records and in release to
the public exactly as submitted (or amended as described in the preceding
paragraph) by the management of the bank (except for the truncation of
statements exceeding the 750-character limit described above). THE STATEMENT
WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR
ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY
FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE
INFORMATION CONTAINED THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY
PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE
REPORTING BANK.
No comment [ ] (RCON 6979)
BANK MANAGEMENT STATEMENT (PLEASE PRINT OR TYPE CLEARLY):
(TEXT 6980)