Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
Securities Act of 1933 File No: 333-41292
(If application to determine eligibility of trustee for delayed offering
pursuant to Section 305(b)i2))
GENERAL INSTRUCTIONS
A. Rule as to the Use of Form T 1.
Form T-1 shall be used for statements of eligibility of corporations
designated to act as trustees under trust indentures to be qualified pursuant to
Sections 305 or 307 of the Trust Indenture Act of 1939. Form T-1 also shall be
used for statements of eligibility of foreign trustees under trust indentures to
be qualified pursuant to Sections 305 or 307, where a prior order has been
issued pursuant to Section 310(a)(1) or 304(d), or the Commission has
promulgated a rule under such sections permitting the trustee to act as a sole
trustee under the indenture to be qualified. Finally, Form T-2 shall be used for
applications to determine the eligibility of a trustee pursuant to Section
305(b)(2) of the Act.
B. Obligations Deemed to be in Default.
Item 13 requires disclosure of defaults of the obligor on securities issued
under indentures under which the applicant is trustee.
If the obligor is not in default, the applicant is required to provide
responses to Items 1, 2, and 16 of Form T-1. In addition, Item 15 would be
applicable to foreign trustees. If the obligor is in default, the applicant must
respond to all of the items in the Form T-1.
An obligor shall be deemed to be in default upon the occurrence of acts or
conditions as defined in the indenture, but exclusive of any period of grace or
requirement of notice.
C. Application of General Rules and Regulations.
The General Rules and Regulations under the Trust Indenture Act of 1939 are
applicable to statements of eligibility on this form. Attention is particularly
directed to Rules 0-1 and 0-2 as to the meaning of terms used in the rules and
regulations. Attention is also directed to Rule 5a-3 regarding the filing of
statements of eligibility and qualification and to Rule 7 a-16 regarding the
inclusion of items, the differentiation between items and answers, and the
omission of instructions.
D. Scope of Items and Instructions.
The items and instructions require information only as to the trustee, unless
the context clearly shows otherwise.
E. Calculation of Percentages of Securities.
The percentages of securities required by this form are to be calculated in
accordance with the provisions of Rule 10b-1.
F. Items Relating to Underwriters.
Wherever any item of the form requires information with respect to an
underwriter for the obligor, the information is to be given as to every person
who, within one year prior to the date of filing the statement of eligibility
and qualification, acted as an underwriter of any security of the obligor
outstanding on the date of filing the statement and as to every proposed
principal underwriter of the securities proposed to be offered. The term
"principal underwriter" means an underwriter in privity of contract with the
issuer of the securities as to which he is an underwriter.
1
<PAGE>
G. Coordination with Delayed Offering Registration Statement.
When the Form T-1 is used for applications to determine the eligibility of a
trustee pursuant to Section 305(6)(2), the following provisions shall apply:
1. The file number under the Securities Act of 1933 for the delayed offering
registration statements to which the application applies shall be placed in the
upper right hand corner of the cover page of the Form T-1.
2. The description of the indenture securities included under "Title of
Securities" should specify whether the application relates to a single tranche
or to all of the securities registered pursuant to the delayed offering
registration statement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(6)(2) C [ ]
SunTrust Bank
(Exact name of trustee as specified in its charter)
--------------------------------------------------------------------------------
State of Georgia 75-2740870
--------------------------------------------------------------------------------
(Jurisdiction of incorporation or organization (I.R.S. Employer
if not a U.S. national bank) Identification No.)
225 East Robinson Street, Orlando, Florida 32801
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
SunTrust Bank, 200 South Orange Avenue, Orlando, Florida 32801, Attention:
Corporate Trust Department, (407) 237-4141
--------------------------------------------------------------------------------
(Name, address and telephone number of agent for service)
Windsor Woodmont Black Hawk Resort Corporation
--------------------------------------------------------------------------------
(Exact name of obligor as specified in its charter)
Colorado 75-2740870
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
12160 North Abrams Road, Suite 516, Dallas, Texas 75243
--------------------------------------------------------------------------------
(address of principal executive offices) (Zip code)
13% First Mortgage Notes Series B Due 2005 of Windsor Woodmont Black Hawk
Resort Corporation
--------------------------------------------------------------------------------
(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.
Secretary of State of Georgia
Department of Banking and Finance
Atlanta, Fulton County, Georgia
(b) Whether it is authorized to exercise corporate trust powers. Yes,
authorized to exercise corporate trust powers.
Item 2. Affiliations with the obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation. None
Instructions.
1. The term "affiliate" is defined in Rule 0-2 of the General Rules and
Regulations under the Act. Attention is also directed to Rule 7a-26.
2. Include the name of each such affiliate and the names of all
intermediary affiliates, if any. Indicate the respective percentage of
voting securities or other bases of control giving rise to the
affiliation.
2
<PAGE>
Item 3. Voting securities of the trustee. Furnish the following information as
to each class of voting securities of the trustee: As of September 12,
2000 (Insert date within 31 days).
-------------- ------------------
Col. A Col. B
Title of Class Amount Outstanding
-------------- ------------------
Common Stock 299,063,737
-------------- ------------------
Instruction. The term "voting security" is defined in Section 303(16) of the
Act.
Item 4. Trusteeships under other indentures.
If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities of the obligor are outstanding, furnish the following information:
(a) Title of the securities outstanding under each such other
indenture. None
(b) A brief statement of the facts relied upon as a basis for the
claim that no conflicting interest within the meaning of
Section 310(b)(1) of the Act arises as a result of the
trusteeship under any such other indenture, including a
statement as to how the indenture securities will rank as
compared with the securities issued under such other
indenture. N/A
Item 5. Interlocking directorates and similar relationships with the obligor
or underwriters.
If the trustee or any of the directors or executive officers of the
trustee is a director, officer, partner, employee, appointee, or representative
of the obligor or of any underwriter for the obligor, identify each such person
having any such connection and state the nature of each such connection. None
Instructions.
1. Notwithstanding General Instruction F, the term "underwriter" as used
in this item does not refer to any person who is not currently engaged
in the business of underwriting.
2. The terms "employee," "appointee," and "representative," as used in
this item, do not include connections in the capacity of transfer
agent, registrar, custodian, paying agent, fiscal agent, escrow agent,
or depositary, or in any other similar capacity or connections in the
capacity of trustee, whether under an indenture or otherwise.
Item 6. Voting securities of the trustee owned by the obligor or its officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by the obligor and each director, partner, and
executive officer of the obligor: None
As of September 12, 2000 (Insert date within 31 days).
Instructions.
1. Names of persons who do not own beneficially any of the securities
specified may be omitted.
2. No information need be given in any case where the amount of voting
securities of the trustee, owned beneficially by the obligor and its
directors, partners, and executive officers, taken as a group, does not
exceed 1 percent of the outstanding voting securities of the trustee.
------------- -------------- ------------ -------------------------
Col A. Col. B Col. C Col. D
Percentage of Voting
Amount Owned Securities Represented by
Name of Owner Title of Class Beneficially Amount Given in Col. C.
------------- -------------- ------------ -------------------------
Item 7. Voting securities of the trustee owned by underwriters or their
officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter:
As of September 12, 2000 (Insert date within 31 days). None
3
<PAGE>
Instructions.
1. Instruction 1 to Item 6 shall be applicable to this item.
2. The name of each director, partner, or executive officer required to be
given in Column A shall be set forth under the name of the underwriter
of which he is a director, partner, or executive officer.
3. No information need be given in any case where the amount of voting
securities of the trustee owned beneficially by an underwriter and its
directors, partners, and executive officers, taken as a group, does not
exceed 1 percent of the outstanding voting securities of the trustee.
------------- -------------- ------------ -------------------------
Col A. Col. B Col. C Col. D
Percentage of Voting
Amount Owned Securities Represented by
Name of Owner Title of Class Beneficially Amount Given in Col. C.
------------- -------------- ------------ -------------------------
Item 8. Securities of the obligor owned or held by the trustee.
Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for obligations in default by the
trustee: None
As of September 12, 2000 (Insert date within 31 days).
Instructions.
1. As used in this item, the term "securities" includes only such
securities as are generally known as corporate securities, but shall
not include any note or other evidence of indebtedness issued to
evidence an obligation to repay monies lent to a person by one or more
banks, trust companies, or banking firms, or any certificate of
interest or participation in any such note or evidence of indebtedness.
2. For the purposes of this item the trustee shall not be deemed the owner
or holder of (a) any security which it holds as collateral security (as
trustee or otherwise) for an obligation which is not in default, or (b)
any security which it holds as collateral security under the indenture
to be qualified, irrespective of any default thereunder, or (c) any
security which it holds as agent for collection, or as custodian,
escrow agent or depositary, or in any similar representative capacity.
3. No information need be furnished under this item as to holdings by the
trustee of securities already issued under the indenture to be
qualified or securities issued under any other indenture under which
the trustee is also trustee.
4. No information need be given with respect to any class of securities
where the amount of securities of the class which the trustee owns
beneficially or holds as collateral security for obligations in default
does not exceed 1 percent of the outstanding securities of the class.
<TABLE>
<CAPTION>
-------------- ---------------------- ---------------------- -------------------
<S> <C> <C> <C>
Col A. Col. B Col. C Col. D
Amount Owned Percentage of Class
Whether the Securities Beneficially or Held as Represented by
are Voting or Collateral Security for Amount Given
Title of Class Nonvoting Securities Obligations in Default in Col. C.
-------------- ---------------------- ---------------------- -------------------
</TABLE>
Item 9. Securities of underwriters owned or held by the trustee.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor, furnish
the following information as to each class of securities of such underwriter any
of which are so owned or held by the trustee:
As of September 12, 2000 (Insert date within 31 days) None
<TABLE>
<CAPTION>
------------------ ------------------ ----------------------- ---------------------
<S> <C> <C> <C>
Col A. Col. B Col. C Col. D
Amount Owned
Beneficially or Held as
Collateral Security for Percentage of Class
Title of Issuer Obligations in Default Represented by Amount
and Title of Class Amount Outstanding by Trustee Given in Col. C.
------------------ ------------------ ----------------------- ---------------------
</TABLE>
Instruction. Instructions 1, 2, and 4 to Item 8 shall be applicable to this
item.
4
<PAGE>
Item 10. Ownership or holdings by the trustee of voting securities of
certain affiliates or security holders of the obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge of
the trustee (1) owns 10 percent or more of the voting securities of the obligor
or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the
following information as to the voting securities of such person:
As of September 12, 2000 (Insert date within 31 days). None
<TABLE>
<CAPTION>
------------------ ------------------ ----------------------- ---------------------
<S> <C> <C> <C>
Col A. Col. B Col. C Col. D
Amount Owned
Beneficially or Held as
Collateral Security for Percentage of Class
Title of Issuer Obligations in Default Represented by Amount
and Title of Class Amount Outstanding by Trustee Given in Col. C.
------------------ ------------------ ----------------------- ---------------------
</TABLE>
Instruction. Instructions 1, 2, and 4 to Item 8 shall be applicable to this
item.
Item 11. Ownership or holdings by the trustee of any securities of a person
owning 50 percent or more of the voting securities of the obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of the
trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such person
any of which are so owned or held by the trustee:
As of September 12, 2000 (Insert date within 31 days) None
<TABLE>
<CAPTION>
------------------ ------------------ ------------------------ ---------------------
<S> <C> <C> <C>
Col A. Col. B Col. C Col. D
Amount Owned
Beneficially or Held as
Collateral Security for Percentage of Class
Title of Issuer Obligations in Default Represented by Amount
and Title of Class Amount Outstanding by Trustee Given in Col. C.
------------------ ------------------ ------------------------ ---------------------
</TABLE>
Instruction. Instructions 1, 2, and 4 to Item 8 shall be applicable to this
item.
Item l2. Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information:
As of September 12, 2000 (Insert date within 31 days). None
Col. A Col. B Col. C
Nature of Indebtedness Amount Outstanding Date Due
---------------------- ------------------ ----------
Instructions.
1. No information need be provided as to: (a) the ownership of securities
issued under any indenture, or any security or securities having a
maturity of more than one year at the time of acquisition by the
indenture trustee; (b) disbursements made in the ordinary course of
business in the capacity of trustee of an indenture, transfer agent,
registrar, custodian, paying agent, fiscal agent or depositary, or
other similar capacity; (c) indebtedness created as a result of
services rendered or premises rented; or indebtedness created as a
result of goods or securities sold in a cash transaction; (d) the
ownership of stock or of other securities of a corporation organized
under Section 25(a) of the Federal Reserve Act, as amended, which is
directly or indirectly a creditor of an obligor upon the indenture
securities; or (e) the ownership of any drafts, bills of exchange,
acceptances, or obligations which fall within the classification of
self-liquidating paper.
2. Information should be given as to the general type of indebtedness,
such as lines of credit, commercial paper, long-term notes, mortgages,
etc.
5
<PAGE>
Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to
the securities under this indenture. Explain the nature of any
such default. None.
(b) If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest or
participation in other securities, of the obligor are
outstanding, or is trustee for more than one outstanding
series of securities under the indenture, state whether there
has been a default under any such indenture or series,
identify the indenture or series affected, and explain the
nature of any such default. None
Item l4. Affiliations with the Underwriters.
If any underwriter is an affiliate of the trustee, describe each such
affiliation. None
Instructions.
1. The term "affiliate" as defined in Rule 0-2 of the General Rules and
Regulations under the Act. Attention is directed to Rule 7a-26.
2. Include the name of each such affiliate and the names of all
intermediate affiliates, if any. Indicate the respective percentage of
voting securities or other bases of control giving rise to the
affiliation.
Item 15. Foreign Trustee.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be qualified
under the Act.
Item 16. List of exhibits.
List below all exhibits filed as a part of this statement of
eligibility.
Instructions. Subject to Rule 7a-29 permitting incorporation of exhibits by
reference, the following exhibits are to be filed as a part of the statement of
eligibility of the trustee. Such exhibits shall be appropriately lettered or
numbered for convenient reference. Exhibits incorporated by reference may be
referred to by the designation given in the previous filing. Where exhibits are
incorporated by reference, the reference shall be made in the list of exhibits
called for under Item 16. If the certificate of authority to commence business
(Exhibit 21 and/or the certificate to exercise corporate trust powers ( Exhibit
3) is contained in another exhibit, a statement to that effect shall be made,
identifying the exhibit in which such certificates are included. If an
applicable exhibit is not in English, a translation in English shall also be
filed. In response to Exhibit 7 , foreign trustees shall provide financial
information sufficient to provide the information required by Section 310(a)(2)
of the Act.
1. A copy of the articles of association of the trustee as now in effect.
2. A copy of the certificate of authority of the trustee to commence
business, if not contained in the articles of association.
3. A copy of the authorization of the trustee to exercise corporate trust
powers, if such authorization is not contained in the documents
specified in paragraph (1) or (2) above.
4. A copy of the existing bylaws of the trustee, or instruments
corresponding thereto.
5. A copy of each indenture referred to in Item 4, if the obligor is in
default.
6. The consents of United States institutional trustees required by
Section 321(6) of the Act.
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or
examining authority.
8. A copy of any order pursuant to which the foreign trustee is authorized
to act as sole trustee under indentures qualified or to be qualified
under the Act.
9. Foreign trustees are required to furnish a consent to service of
process (see Rule 10a-4 under the Act).
6
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, SunTrust Bank, a Georgia State Banking Corporation organized and
existing under the laws of the State of Georgia, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Tampa, and State of Florida, on this ____ day of
September, 2000.
SUNTRUST BANK (Trustee)
By: /s/ Deborah L. Moreyra
--------------------------------
Name: Deborah L. Moreyra
Title: Vice President
Instruction. The name of each person signing the statement of eligibility shall
be typed or printed beneath the signature.
7
<PAGE>
EXHIBIT 1
---------
ARTICLES OF AMENDMENT AND
RESTATED ARTICLES OF INCORPORATION OF
SUNTRUST BANK
Pursuant to the Financial Institutions Code of Georgia, SunTrust Bank, a
Georgia banking corporation (the "Bank"), submits Articles of Amendment and
Restated Articles of Incorporation and shows as follows:
1.
The Bank was chartered by a special act of the General Assembly of Georgia
approved on September 21, 1891 with banking and trust powers.
2.
The Bank's main office is located at One Park Place, N.E., Atlanta, Fulton
County, Georgia, 30302.
3.
By a written consent and waiver of notice dated August 8, 2000, the sole
shareholder of the 4,320,000 shares of Common Stock then outstanding and
entitled to vote did authorize, approve and adopt these Articles of Amendment
and Restated Articles of Incorporation of the Bank, as submitted by a Resolution
of the Board of Directors, and as set forth in Paragraph 4 below. The Bank has
only one class of stock authorized, issued and outstanding.
4.
The Articles of Incorporation of the Bank shall be amended by changing the
address of the main office in Article IV, authorizing the issuance of preferred
stock in Article VI, and by restating in their entirety the Articles of
Incorporation, as heretofore amended, and substituting therefor in-all
respects,-the Restated Articles of Incorporation as follows:
1
<PAGE>
RESTATED
ARTICLES OF INCORPORATION
OF
SUNTRUST BANK
Article I
The name of the bank is SunTrust Bank (the "Bank").
Article II
The Bank is organized pursuant to the provisions of the Financial
Institutions Code of Georgia.
Article III
The Bank shall have perpetual duration.
Article IV
The principal place of business of the Bank is located in Atlanta, Fulton
County, Georgia, and the Bank may establish branches or agencies at other places
in Georgia or elsewhere. The address of the main office of the Bank is 303
Peachtree Street, N.E., Atlanta, Fulton County, Georgia 30308.
Article V
The purposes for which the Bank is organized are to act as a bank and as a
trust company and to enjoy and be subject to the powers and restrictions of a
bank and a trust company under the laws of the State of Georgia, and to conduct
any other businesses, to exercise any powers, and to engage in any other
activities not specifically prohibited to corporations organized to act as a
bank and as a trust company under the laws of the State of Georgia.
Article VI
Section 6.01. The aggregate number of common shares which the Bank has
authority to issue is 4,750,000, all of which are of one class only, each such
share having a par value of $5.00 (the "Common Stock"). The Bank shall also have
authority to issue 15,000 shares of preferred stock, par value $1,000 per share
(the "Preferred Stock").
Section 6.02. Pursuant to the provisions of this Article VI, a series of
Preferred Stock, all designated as the Series A Non-Cumulative Preferred Stock,
consisting of 1,000 shares, is hereby established and authorized to be issued,
and in addition to such matters specified elsewhere in this Article VI, such
Series A Non-Cumulative Preferred Stock shall have the following powers,
preferences and relative, participating, optional or other special rights and
qualifications, limitations or restrictions:
2
<PAGE>
Series A Dividend Payment Date at the Series A Dividend Rate to
holders of record at the close of business on the applicable Record
Date, commencing on March 31, 2001 with respect to any shares of
Series A Preferred Stock issued prior to that Series A Dividend
Payment Date; provided that dividends payable on the Series A
Preferred Stock on the initial Series A Dividend Payment Date (and any
dividend payable for a period less than a full semiannual period)
shall be prorated for the period and computed on the basis of a
360-day year of twelve 30-day months and the actual number of days in
such Series A Dividend Period; and provided, further, that dividends
payable on the Series A Preferred Stock on the initial Series A
Dividend Payment Date shall include any accumulated and unpaid
dividends on the Series B Non-Cumulative Exchangeable Preferred Stock
of the Corporation exchanged for the Series A Preferred Stock as of
the Exchange Date for the then current dividend period. Dividends on
such Series A Preferred Stock shall be paid only in cash.
(iii) No dividends on shares of Series A Preferred Stock shall be
declared by the Board of Directors or paid or set apart for payment by
the Board of Directors or paid or set apart for payment by the Bank at
such time as the terms and provisions of any agreement of the Bank,
including any agreement relating to its indebtedness, prohibits such
declaration, payment or setting apart for payment or provides that
such declaration, payment or setting apart for payment would
constitute a breach thereof or a default thereunder, or if such
declaration or payment shall be restricted or prohibited by law.
(iv) Holders of shares of Series A Preferred Stock shall not be
entitled to any dividends in excess of full non-cumulative dividends
declared, as herein provided, on the shares of Series A Preferred
Stock. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment on the shares of Series A
Preferred Stock that may be in arrears.
(v) (A) So long as any shares of Series A Preferred Stock are
outstanding, no dividends shall be declared, paid or set aside for
payment or other distribution upon any Series A Junior Securities
(other than dividends or distributions paid in shares of, or options,
warrants or rights to subscribe for or purchase shares of, Series A
Junior Securities and other than as provided in clause (B) below), nor
shall any shares of any Series A Junior Securities or any Series A
Parity Securities be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or set aside or made available
for a sinking fund for the redemption of any shares of any such stock)
by the Bank (except by conversion into or exchange for shares of, or
options, warrants or rights to subscribe for or purchase, Series A
Junior Securities) whenever, in each case, full non-cumulative
dividends on all outstanding shares of the Series A Preferred Stock
for the related Series A Dividend Period shall not have been declared
and paid, when due, for the two consecutive Series A Dividend Periods
terminating on or immediately prior to the date of payment in respect
of such dividend, distribution, redemption, purchase or acquisition.
3
<PAGE>
(B) When dividends for any dividend period are not paid in full.
as provided in clause (A) above, on the shares of the Series A
Preferred Stock or and Series A Parity Securities, dividends may be
declared and paid on any such shares for any dividend period therefor,
but only if such dividends are declared and paid pro rata so that the
amount of dividends declared and paid per share on the shares of the
Series A Preferred Stock and any Series A Parity Securities, in all
cases shall bear to each other the same ratio that the amount of
unpaid dividends per share on the shares of the Series A Preferred
Stock for such Series A Dividend Period and such Series A Parity
Securities for the corresponding dividend period bear to each other.
(e) Liquidation Preference.
-----------------------
(i) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Bank, the holders of
shares of Series A Preferred Stock then outstanding shall be entitled
to be paid out of the assets of the Bank available for distribution to
its stockholders an amount in cash equal to the Series A Liquidation
Value for each share outstanding, plus an amount in cash equal to all
accumulated and unpaid dividends thereon for the then current Series A
Dividend Period, whether or not earned or declared, before any payment
shall be made or any assets distributed to the holders of Series A
Junior Securities. If the assets of the Bank are not sufficient to pay
in full the liquidation payments payable to the holders of outstanding
shares of the Series A Preferred Stock and any Series A Parity
Securities, then the holders of all such shares shall share ratably in
such distribution of assets in accordance with the amount which would
be payable on such distribution if the amounts to which the holders of
outstanding shares of Series A Preferred Stock and the holders of
outstanding shares of such Series A Parity Securities are entitled
were paid in full. After payment of the full amount of the liquidation
preference, plus any accumulated and unpaid dividends for the then
current Series A Dividend Period, to which holders of Series A
Preferred Stock are entitled, holders of Series A Preferred Stock will
have no right or claim to any remaining assets of the Bank.
(ii) For the purpose of this Section 6.02(e), neither the
voluntary sale, conveyance, exchange or transfer (for cash, shares of
stock, securities or other consideration) of all or substantially all
of the property or assets of the Bank, nor the consolidation or merger
of the Bank, shall be deemed to be a voluntary or involuntary
liquidation, dissolution or winding up of the Bank, unless such
voluntary sale, conveyance, exchange or transfer shall be in
connection with a plan of liquidation, dissolution or winding up of
the Bank.
(f) Redemption. The Series A Preferred Stock is not redeemable prior
to March 31, 2021. On or after such date, the Series A Preferred Stock
shall be redeemable, in whole or in part, at the option of the Bank, but
only with the prior written approval of the Federal Reserve and, if such
approval is then required under any applicable law, rule, guideline or
policy, with the prior written approval of the Georgia Department of
Banking and Finance, for cash out of any source of funds legally available,
at a redemption price equal to 100% of
4
<PAGE>
the Series A Liquidation Value per share plus unpaid dividends thereon
accumulated since the immediately preceding Series A Dividend Payment Date
(the "Series A Redemption Price"). Any date of such redemption is referred
to as the "Series A Redemption Date." If fewer than all the outstanding
shares of Series A Preferred Stock are to be redeemed, the Bank will select
those to be redeemed by lot or pro rata or by any other method as may be
determined by the Board of Directors to be equitable.
(g) Procedure for Redemption.
-------------------------
(i) Upon redemption of the Series A Preferred Stock pursuant to
Section 6.02(f) hereof, notice of such redemption (a "Series A Notice
of Redemption") shall be mailed by first-class mail, postage prepaid,
not less than 30 days nor more than 60 days prior to the Series A
Redemption Date to the holders of record of the shares to be redeemed
at their respective addresses as they shall appear in the records of
the Bank; provided, however, that failure to give such notice or any
defect therein or in the mailing thereof shall not affect the validity
of the proceeding for the redemption of any shares so to be redeemed
except as to the holder to whom the Bank has failed to give such
notice or except as to the holder to whom notice was defective. Each
such notice shall state: (A) the Series A Redemption Date; (B) the
Series A Redemption Price; (C) the place or places where certificates
for such shares are to be surrendered for payment of the Series A
Redemption Price; and (D) the CUSIP number of the shares being
redeemed.
(ii) If a Series A Notice of Redemption shall have been given as
aforesaid and the Bank shall have deposited on or before the
Redemption Date a sum sufficient to redeem the shares of Series A
Preferred Stock as to which a Series A Notice of Redemption has been
given in trust with the Transfer Agent with irrevocable instructions
and authority to pay the Series A Redemption Price to the holders
thereof, or if no such deposit is made, then upon the Series A
Redemption Date (unless the Bank shall default in making payment of
the Series A Redemption Price), all rights of the holders thereof as
stockholders of the Bank by reason of the ownership of such shares
(except their right to receive the Series A Redemption Price thereof
without interest) shall cease and terminate, and such shares shall no
longer be deemed outstanding for any purpose. The Bank shall be
entitled to receive, from time to time. from the Transfer Agent the
interest, if any, earned on such moneys deposited with it. and the
holders of any shares so redeemed shall have no claim to any such
interest. In case the holder of any shares of Series A Preferred Stock
so called for redemption shall not claim the Series A Rede Option
Price for its shares within six months after the related Series A
Redemption Date, the Transfer Agent shall, upon demand, pay over to
the Bank such amount remaining on deposit, and the Transfer Agent
shall thereupon be relieved of all responsibility to the holder of
such shares, and such holder shall look only to the Bank for payment
thereof.
(iii) Not later than 1:30 p.m., Eastern Standard Time, on the
Business Day immediately preceding the Series A Redemption Date, the
Bank shall irrevocably deposit with the Transfer Agent sufficient
5
<PAGE>
funds for the payment of the Series A Redemption Price for the shares
to be redeemed on the Series A Redemption Date and shall give the
Transfer Agent irrevocable instructions to apply such funds, and, if
applicable and so specified in the instructions, the income and
proceeds therefrom, to the payment of such Series A Redemption Price.
The Bank may direct the Transfer Agent to invest any such available
funds, provided that the proceeds of any such investment will be
available to the Transfer Agent in Atlanta, Georgia at the opening of
business on such Series A Redemption Date.
(iv) Except as otherwise expressly set forth in this Section
6.02(g). nothing contained in these Restated Articles of Incorporation
shall limit any legal right of the Bank to purchase or otherwise
acquire any shares of Series A Preferred Stock at any price, whether
higher or lower than the Series A Redemption Price, in private
negotiated transactions, the over-the-counter market or otherwise.
(v) If the Bank shall not have funds legally available for the
redemption of all of the shares of Series A Preferred Stock on any
Series A Redemption Date, the Bank shall redeem on the Series A
Redemption Date only the number of shares of Series A Preferred Stock
as it shall have legally available funds to redeem, as determined in
an equitable manner, and the remainder of the shares of Series A
Preferred Stock shall be redeemed, at the option of the Bank, on the
earliest practicable date next following the day on which the Bank
shall first have funds legally available for the redemption of such
shares.
(h) Reacquired Shares. Shares of the Series A Preferred Stock that
have been redeemed, purchased or otherwise acquired by the Bank are not
subject to reissuance or resale as shares of Series A Preferred Stock and
shall be held in treasury. Such shares shall revert to the status of
authorized but unissued shares of preferred stock, undesignated as to
series, until the Board of Directors of the Bank shall designate them again
for issuance as part of a series.
(i) Voting Rights. Holders of Series A Preferred Stock will not have
any voting rights, except as otherwise from time to time required by law
and except as follows:
(i) In addition to any vote or consent of stockholders required
by law, the approval of the holders of two-thirds of the outstanding
shares of Series A Preferred Stock, voting as a class, shall be
required for the Bank: (A) to amend, alter or repeal any of the
provisions of these Restated Articles of Incorporation in any manner
that would alter or change the powers, preferences or special rights
of the shares of Series A Preferred Stock so as to materially and
adversely affect them, except as permitted in Section 6.02(j)(i)(A);
(B) to authorize the merger, consolidation, or reclassification of the
Bank with or into another Person, except as permitted in Section
6.02(j)(i)(B); (C) to dissolve, liquidate or wind up the affairs of
the Bank; and (D) to authorize or issue, or obligate itself to
authorize or issue, any Series A Senior Securities or any Series A
Parity Securities unless, for purposes of this clause (D) only, the
6
<PAGE>
Bank shall have received written notice from each of the Rating
Agencies, and delivered a copy of such written notice to the Transfer
Agent, confirming that any such issuance will not result in a
reduction of the rating assigned by any of such Rating Agencies to the
Series A Preferred Stock then outstanding.
(ii) If at any time dividends on the Series A Preferred Stock or
any Series A Parity Securities shall not have been declared and paid
in an amount equal to three semiannual dividends, whether consecutive
or not, the number of directors constituting the Board of Directors of
the Bank shall be increased by two and the holders of the Series A
Preferred Stock and any Series A Parity Securities with similar voting
rights, voting together as a single class, shall be entitled to elect
two additional persons to fill such newly created directorships. The
directors so elected shall meet the qualifications set forth in the
Bank's bylaws and any applicable statutory or regulatory
qualifications. At such time as dividends for at least two consecutive
Series A Dividend Periods have been fully paid or set apart for full
payment on the outstanding Series A Preferred Stock and any Series A
Parity Securities with similar voting rights, the rights of such
holders to vote for the election of directors as provided in this
Section 6.02(i)(ii) shall cease and such directors shall no longer
serve on the Board of Directors of the Bank. subject to renewal from
time to time in the event of each and every subsequent default in the
aggregate amount equivalent of three full semiannual dividends.
During any period when the holders of the Series A Preferred
Stock and any Series A Parity Securities have the right to vote as a
class for directors as provided above, the directors so elected by the
holders of the Series A Preferred Stock and any Series A Parity
Securities with similar voting rights shall continue in office until
their successors shall have been elected or until termination of the
right of the holders of the Series A Preferred Stock and any Series A
Parity Securities to vote as a class for directors. For purposes of
the foregoing, the holders of the Series A Preferred Stock and any
Series A Parity Securities shall vote in proportion to their
respective liquidation preference of the shares of such stock held by
them.
(iii) With respect to any right of the holders of shares of
Series A Preferred Stock to vote on any matter, whether such right is
created by this Section 6.02(i), by applicable law or otherwise, no
holder of any share of Series A Preferred Stock shall be entitled to
vote, and no share of Series A Preferred Stock shall be deemed to be
outstanding for the purpose of voting or determining the number of
shares required to constitute a quorum, if prior to or concurrently
with a determination of shares entitled to vote or of shares deemed
outstanding for quorum purposes, as the case may be, funds sufficient
for the redemption of such shares are irrevocably deposited with the
Transfer Agent and a Series A Notice of Redemption has been given by
the Bank or an affiliate thereof to the holders of the Series A
Preferred Stock.
7
<PAGE>
(j) Covenants. So long as any shares of Series A Preferred Stock are
outstanding. the Bank covenants and agrees with and for the benefit of the
holders of shares of Series A Preferred Stock that:
(i) the Bank shall not, without the affirmative vote or consent
of holders of two-thirds of the number of shares of Series A Preferred
stock then outstanding, voting as a separate class:
(A) amend, alter or repeal any provisions of these Restated
Articles of Incorporation (existing prior to and at the time of such
vote) so as to materially and adversely affect the rights,
preferences, privileges or restrictions of the holders of Series A
Preferred Stock, except that this subsection (A) shall not apply to
steps taken by the Bank to issue and the issuance of other preferred
stock by the Bank; or
(B) consolidate, merge, or reclassify with or into any other
Person, or permit any merger of another Person into the Bank, or enter
into a voluntary liquidation or voluntary dissolution of the Bank or
enter into a share exchange with another Person, except that (1) the
Bank may consolidate, merge or reclassify with or into another Person
or enter into a share exchange with another Person if such other
Person is a consolidated subsidiary (in accordance with generally
accepted accounting principles) of SunTrust Banks, Inc., or (2) the
Bank may consolidate, merge, or reclassify with or into another Person
or enter into a share exchange with another Person if (a) such other
Person is a Depository Institution or corporation organized under the
laws of the United States or of a state of the United States, (b) such
other Person expressly assumes all obligations and commitments of the
Bank pursuant to such consolidation, merger, reclassification or share
exchange, (c) the outstanding shares of Series A Preferred Stock are
exchanged for, reclassified as or converted into shares of the
surviving Depository Institution or corporation which have
preferences, limitations and relative voting and other rights
substantially identical to those of the Series A Preferred Stock, (d)
after giving effect to such merger, consolidation, reclassification or
share exchange. no default. or event which with the giving of notice
or passage of time or both could become a default by the Bank of its
obligations under these Restated Articles of Incorporation. shall have
occurred and be continuing, and (e) the Bank shall have received
written notice from each of the Rating Agencies, and delivered a copy
of such written notice to the Transfer Agent, confirming that such
merger, consolidation, reclassification or share exchange will not
result in a reduction of the rating assigned by any of such Rating
Agencies to the Series A Preferred Stock then outstanding; provided
that, for purposes of this subsection (B)(2), the Bank shall have
delivered to the Transfer Agent and caused to be mailed to each holder
of record of Series A Preferred Stock, at least thirty days prior to
any such merger, consolidation, reclassification or share exchange
becoming effective, a notice describing such merger, consolidation,
reclassification or share exchange, together with an Officers'
Certificate and an Opinion of Counsel, each stating that such merger,
consolidation, reclassification or share exchange complies with the
8
<PAGE>
requirements of these Restated Articles of Incorporation and that all
conditions precedent herein provided for relating to such transaction
have been complied with.
(ii) the Bank will not issue additional shares of Series A Senior
Securities or Series A Parity Securities unless the Bank shall have
received written notice from each of the Rating Agencies, and
delivered a copy of such written notice to the Transfer Agent,
confirming that any such issuance will not result in a reduction of
the rating assigned by any of such Rating Agencies to the Series A
Preferred Stock then outstanding.
Section 6.03. Pursuant to the provisions of this Article VI, a series of
Preferred Stock, all designated as the Series B Non-Cumulative Preferred Stock,
consisting 9,000 shares, is hereby established and authorized to be issued, and
in addition to such matters specified elsewhere in this Article VI, such Series
B Non-Cumulative Preferred Stock shall have the following powers, preferences
and relative, participating, optional or other special rights and
qualifications. limitations or restrictions:
(a) Designation and Amount. The shares of such series of Preferred
Stock shall be designated as the Series B Non-Cumulative Preferred Stock
("Series B Preferred Stock"), and the number of shares constituting the
Series B Preferred Stock shall be 9,000. The liquidation preference of the
Series B Preferred Stock shall be $100,000 per share ("Series B Liquidation
Value").
(b) Maturitv. The Series B Preferred Stock has no stated maturity and
will not be subject to any sinking fund or mandatory redemption.
(c) Rank. The Series B Preferred Stock shall, with respect to dividend
rights and upon liquidation, dissolution and winding up of the Bank, rank
(i) senior to all classes and series of Common Stock of the Bank and to all
classes and series of equity securities of the Bank now or hereafter
authorized, issued or outstanding, which by their terms expressly provide
that they are junior to the Series B Preferred Stock as to dividend
distributions and distributions upon the liquidation, dissolution or
winding up of the Bank. or which do not specify their rank (collectively
with the Common Stock, the "Series B Junior Securities"); (ii) on a parity
with the Series A Preferred Stock and each other class or series of equity
securities issued by the Bank after the date hereof, the terms of which
specifically provide that such class or series will rank on a parity with
the Series B Preferred Stock as to dividend distributions and distributions
upon the liquidation, dissolution or winding up of the Bank (collectively
with the Series A Preferred Stock, the "Series B Parity Securities"); and
(iii) junior to each other class or series of equity securities issued by
the Bank after the date hereof, the terms of which specifically provide
that such class or series will rank senior to the Series B Preferred Stock
as to dividend distributions and distributions upon the liquidation,
dissolution or winding up of the Bank (collectively, the "Series B Senior
Securities"), provided that any such Series B Senior Securities or Series B
Parity Securities issued after the date hereof that are not approved by the
holders of Series B Preferred Stock as required by Section 6.03(i)(i)(D)
hereof shall be deemed to be Series B Junior Securities and not Series B
Senior Securities or Series B Parity Securities, as the case may be.
9
<PAGE>
(d) Dividends. Dividends are payable on the Series B Preferred Stock
as follows:
(i) The holders of shares of the Series B Preferred Stock in
preference to the Series B Junior Securities shall be entitled to
receive, out of funds legally available for that purpose, and when,
as, and if declared by the Board of Directors of the Bank,
preferential non-cumulative dividends payable in cash in an amount
determined by applying the annual rate of LIBOR plus 200 basis points
to the Series B Liquidation Value (the "Series B Dividend Rate").
(ii) Dividends on the Series B Preferred Stock shall be
non-cumulative. Dividends not paid on any Series B Dividend Payment
Date shall not accumulate thereafter. Dividends shall accumulate from
the first day of any Series B Dividend Period to but excluding the
immediately succeeding Series B Dividend Payment Date. Dividends, if
and when declared, shall be payable in arrears in cash on each Series
B Dividend Payment Date of each year with respect to the Series B
Dividend Period ending on the day immediately prior to such Series B
Dividend Payment Date at the Series B Dividend Rate per share to
holders of record at the close of business on the applicable Record
Date, commencing on the Exchange Date with respect to any shares of
Series B Preferred Stock issued prior to that Series B Dividend
Payment Date; provided that dividends payable on the Series B
Preferred Stock on the initial Series B Dividend Payment Date (and any
dividend payable for a period less than a full quarterly period) shall
be prorated for the period and computed on the basis of a 360-day year
and the actual number of days in such Series B Dividend Period; and
provided, further, that dividends payable on the Series B Preferred
Stock on the initial Series B Dividend Payment Date shall include any
accumulated and unpaid dividends on the Series C Non-Cumulative
Exchangeable Preferred Stock of the Corporation exchanged for the
Series B Preferred Stock as of the Exchange Date for the then current
dividend period. Dividends on such Series B Preferred Stock shall be
paid only in cash.
(iii) No dividends on shares of Series B Preferred Stock shall be
declared by the Board of Directors or paid or set apart for payment by
the Board of Directors or paid or set apart for payment by the Bank at
such time as the terms and provisions of any agreement of the Bank,
including any agreement relating to its indebtedness, prohibits such
declaration, payment or setting apart for payment or provides that
such declaration, payment or setting apart for payment would
constitute a breach thereof or a default thereunder, or if such
declaration or payment shall be restricted or prohibited by law.
(iv) Holders of shares of Series B Preferred Stock shall not be
entitled to any dividends in excess of full non-cumulative dividends
declared, as herein provided, on the shares of Series B Preferred
Stock. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment on the shares of Series B
Preferred Stock that may be in arrears.
10
<PAGE>
(v) (A) So long as any shares of Series B Preferred Stock are
outstanding, no dividends shall be declared, paid or set aside for
payment or other distribution upon any Series B Junior Securities
(other than dividends or distributions paid in shares of, or options,
warrants or rights to subscribe for or purchase shares of, Series B
Junior Securities and other than as provided in clause (B) below), nor
shall any shares of any Series B Junior Securities or any Series B
Parity Securities be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or set aside or made available
for a sinking fund for the redemption of any shares of any such stock)
by the Bank (except by conversion into or exchange for shares of, or
options, warrants or rights to subscribe for or purchase, Series B
Junior Securities) whenever, in each case, full non-cumulative
dividends on all outstanding shares of the Series A Preferred Stock
for the related Series B Dividend Period shall not have been declared
and paid, when due, for the two consecutive Series B Dividend Periods
terminating on or immediately prior to the date of payment in respect
of such dividend, distribution, redemption, purchase or acquisition.
(B) When dividends for any dividend period are not paid in full.
as provided in clause (A) above, on the shares of the Series B
Preferred Stock or and Series B Parity Securities, dividends may be
declared and paid on any such shares for any dividend period therefor,
but only if such dividends are declared and paid pro rata so that the
amount of dividends declared and paid per share on the shares of the
Series B Preferred Stock and any Series B Parity Securities, in all
cases shall bear to each other the same ratio that the amount of
unpaid dividends per share on the shares of the Series B Preferred
Stock for such Series B Dividend Period and such Series B Parity
Securities for the corresponding dividend period bear to each other.
(e) Liquidation Preference.
-----------------------
(i) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Bank, the holders of
shares of Series B Preferred Stock then outstanding shall be entitled
to be paid out of the assets of the Bank available for distribution to
its stockholders an amount in cash equal to the Series B Liquidation
Value for each share outstanding, plus an amount in cash equal to all
accumulated and unpaid dividends thereon for the then current Series B
Dividend Period, whether or not earned or declared, before any payment
shall be made or any assets distributed to the holders of Series B
Junior Securities. If the assets of the Bank are not sufficient to pay
in full the liquidation payments payable to the holders of outstanding
shares of the Series B Preferred Stock and any Series B Parity
Securities, then the holders of all such shares shall share ratably in
such distribution of assets in accordance with the amount which would
be payable on such distribution if the amounts to which the holders of
outstanding shares of Series B Preferred Stock and the holders of
outstanding shares of such Series B Parity Securities are entitled
were paid in full. After payment of the full amount of the liquidation
preference, plus any accumulated and unpaid dividends for the then
current Series B Dividend Period, to which holders of Series A
Preferred Stock are entitled, holders of Series A Preferred Stock will
have no right or claim to any remaining assets of the Bank. Preferred
11
<PAGE>
Stock are entitled, holders of Series B Preferred Stock; will have no
right or claim to any remaining assets of the Bank.
(ii) For the purpose of this Section 6.03(e), neither the
voluntary sale. conveyance, exchange or transfer (for cash, shares of
stock, securities or other consideration) of all or substantially all
of the property or assets of the Bank. nor the consolidation or merger
of the Bank, shall be deemed to be a voluntary or involuntary
liquidation, dissolution or winding up of the Bank. unless such
voluntary sale, conveyance, exchange or transfer shall be in
connection with a plan of liquidation, dissolution or winding up of
the Bank.
(f) Redemption. The Series B Preferred Stock is not redeemable prior
to March 31, 201 1. On March 31, 201 1 and on each Series B Dividend
Payment Date thereafter, the Series B Preferred Stock shall be redeemable,
in whole or in part, at the option of the Bank, but with the prior written
approval of the Federal Reserve and, if approval is then required under any
applicable law, rule, guideline or policy, the Georgia Department of
Banking and Finance, for cash out of any source of funds legally available,
at a redemption price equal to 100% of the Series B Liquidation Value per
share plus unpaid dividends thereon accumulated since the immediately
preceding Series B Dividend Payment Date (the "Series B Redemption Price").
Any date of such redemption is referred to as the "Series B Redemption
Date." If fewer than all the outstanding shares of Series B Preferred Stock
are to be redeemed, the Bank will select those to be redeemed by lot or pro
rata or by any other method as may be determined by the Board of Directors
to be equitable.
(g) Procedure for Redemption.
-------------------------
(i) Upon redemption of the Series B Preferred Stock pursuant to
Section 6.03(f) hereof, notice of such redemption (a "Series B Notice
of Redemption") shall be mailed by first-class mail, postage prepaid,
not less than 30 days nor more than 60 days prior to the Series B
Redemption Date to the holders of record of the shares to be redeemed
at their respective addresses as they shall appear in the records of
the Bank; provided, however, that failure to give such notice or any
defect therein or in the mailing thereof shall not affect the validity
of the proceeding for the redemption of any shares so to be redeemed
except as to the holder to whom the Bank has failed to give such
notice or except as to the holder to whom notice was defective. Each
such notice shall state: (A) the Series B Redemption Date; (B) the
Series B Redemption Price; (C) the place or places where certificates
for such shares are to be surrendered for payment of the Series B
Redemption Price; and (D) the CUSIP number of the shares being
redeemed.
(ii) If a Series B Notice of Redemption shall have been given as
aforesaid and the Bank shall have deposited on or before the
Redemption Date a sum sufficient to redeem the shares of Series B
Preferred Stock as to which a Series B Notice of Redemption has been
given in trust with the Transfer Agent with irrevocable instructions
and authority to pay the Series B Redemption Price to the holders
thereof, or if no such deposit is made, then upon the Series B
12
<PAGE>
Redemption Date (unless the Bank shall default in making payment of
the Series B Redemption Price), all rights of the holders thereof as
stockholders of the Ban}; by reason of the ownership of such shares
(except their right to receive the Series B Redemption Price thereof
without interest) shall cease and terminate, and such shares shall no
longer be deemed outstanding for any purpose. The Bank shall be
entitled to receive, from time to time, from the Transfer Agent the
interest. if any earned on such moneys deposited with it, and the
holders of any shares so redeemed shall have no claim to any such
interest. In case the holder of any shares of Series B Preferred Stock
so called for redemption shall not claim the Series B Redemption Price
for its shares within six months after the related Series B Redemption
Date, the Transfer Agent shall, upon demand, pay over to the Bank such
amount remaining on deposit, and the Transfer Agent shall thereupon be
relieved of all responsibility to the holder of such shares, and such
holder shall look only to the Bank for payment thereof.
(iii) Not later than 1:30 p.m., Eastern Standard Time, on the
Business Day immediately preceding the Series B Redemption Date, the
Bank shall irrevocably deposit with the Transfer Agent sufficient
funds for the payment of the Series B Redemption Price for the shares
to be redeemed on the Series B Redemption Date and shall give the
Transfer Agent irrevocable instructions to apply such funds, and, if
applicable and so specified in the instructions, the income and
proceeds therefrom, to the payment of such Series B Redemption Price.
The Bank may direct the Transfer Agent to invest any such available
funds, provided that the proceeds of any such investment will be
available to the Transfer Agent in Atlanta, Georgia at the opening of
business on such Series B Redemption Date.
(iv) Except as otherwise expressly set forth in this Section
6.03(g), nothing contained in these Restated Articles of Incorporation
shall limit any legal right of the Bank to purchase or otherwise
acquire any shares of Series B Preferred Stock at any price, whether
higher or lower than the Series B Redemption Price, in private
negotiated transactions, the over-the-counter market or otherwise.
(v) If the Bank shall not have funds legally available for the
redemption of all of the shares of Series B Preferred Stock on any
Series B Redemption Date, the Bank shall redeem on the Series B
Redemption Date only the number of shares of Series B Preferred Stock
as it shall have legally available funds to redeem, as determined in
an equitable manner, and the remainder of the shares of Series B
Preferred Stock shall be redeemed, at the option of the Bank, on the
earliest practicable date next following the day on which the Bank
shall first have funds legally available for the redemption of such
shares.
(h) Reacquired Shares. Shares of the Series B Preferred Stock that
have been redeemed, purchased or otherwise acquired by the Bank are not
subject to reissuance or resale as shares of Series B Preferred Stock and
shall be held in treasury. Such shares shall revert to the status of
authorized but unissued shares of preferred stock, undesignated as to
series, until the Board of Directors of the Bank shall designate them again
for issuance as part of a series.
13
<PAGE>
(i) Voting Rights. Holders of Series B Preferred Stock will not have
any voting rights. except as otherwise from time to time required by law
and except as follows:
(i) In addition to any vote or consent of stockholders required
by law, the approval of the holders of two-thirds of the outstanding
shares of Series B Preferred Stock, voting as a class, shall be
required for the Bank: (A) to amend. alter or repeal any of the
provisions of these Restated Articles of incorporation in any manner
that would alter or change the powers, preferences or special rights
of the shares of Series B Preferred Stock so as to materially and
adversely affect them, except as permitted in Section 6.03(i)(i)(A);
(B) to authorize the merger, consolidation, or reclassification of the
Bank with or into another Person, except as permitted in Section
6.03(j)(i)(B); (C) to dissolve, liquidate or wind up the affairs of
the Bank; and (D) to authorize or issue, or obligate itself to
authorize or issue, any Series B Senior Securities or Series B Parity
Securities, unless, for purposes of this clause (D), the Bank shall
have received written notice from each of the Rating Agencies, and
delivered a copy of such written notice to the Transfer Agent,
confirming that any such issuance of Series B Parity Securities will
not result in a reduction of the rating assigned by any of such Rating
Agencies to the Series B Preferred Stock then outstanding.
(ii) If at any time dividends on the Series B Preferred Stock or
any Series B Parity Securities shall not have been declared and paid
in an amount equal to six quarterly dividends, whether consecutive or
not, the number of directors constituting the Board of Directors of
the Bank shall be increased by two and the holders of the Series B
Preferred Stock and any Series B Parity Securities with similar voting
rights, voting together as a single class, shall be entitled to elect
two additional persons to fill such newly created directorships. The
directors so elected shall meet the qualifications set forth in the
Bank's bylaws and any applicable statutory or regulatory
qualifications. At such time as dividends for at least four
consecutive Series B Dividend Periods have been fully paid or set
apart for full payment on the outstanding Series B Preferred Stock and
any Series B Parity Securities with similar voting rights, the rights
of such holders to vote for the election of directors as provided in
this Section 6.03(i)(ii) shall cease and such directors shall no
longer serve on the Board of Directors of the Bank, subject to renewal
from time to time upon the same terms and conditions in the event of
each and every subsequent default in the aggregate amount equivalent
of six full quarterly dividends.
During any period when the holders of the Series B Preferred
Stock and any Series B Parity Securities have the right to vote as a
class for directors as provided above, the directors so elected by the
holders of the Series B Preferred Stock and any Series B Parity
Securities with similar voting rights shall continue in of rice until
their successors shall have been elected or until termination of the
right of the holders of the Series B Preferred Stock and any Series B
14
<PAGE>
Parity Securities to vote as a class for directors. For purposes of
the foregoing. the holders of the Series B Preferred Stock and any
Series B Parity Securities shall vote in proportion to their
respective liquidation preference of the shares of such stock held by
them.
(iii) With respect to any right of the holders of shares of
Series B Preferred Stock to vote on any matter, whether such right is
created by this Section 6.03(i), by applicable law or otherwise, no
holder of any share of Series B Preferred Stock shall be entitled to
vote, and no share of Series B Preferred Stock shall be deemed to be
outstanding for the purpose of voting or determining the number of
shares required to constitute a quorum, if prior to or concurrently
with a determination of shares entitled to vote or of shares deemed
outstanding for quorum purposes, as the case may be, funds sufficient
for the redemption of such shares are irrevocably deposited with the
Transfer Agent and a Series B Notice of Redemption has been given by
the Bank or an affiliate thereof to the holders of the Series B
Preferred Stock.
(j) Covenants. So long as any shares of Series B Preferred Stock are
outstanding, the Bank covenants and agrees with and for the benefit of the
holders of shares of Series B Preferred Stock that:
(i) the Bank shall not, without the affirmative vote or consent
of holders of two-thirds of the number of shares of Series B Preferred
Stock then outstanding, voting as a separate class:
(A) amend, alter or repeal any provisions of these Restated
Articles of Incorporation (existing prior to and at the time of such
vote) so as to materially and adversely affect the rights,
preferences, privileges or restrictions of the holders of Series B
Preferred Stock, except that this subsection (A) shall not apply to
steps taken by the Bank to issue and the issuance of other preferred
stock by the Bank; or
(B) consolidate, merge, or reclassify with or into any other
Person, or permit any merger of another Person into the Bank, or enter
into a voluntary liquidation or voluntary dissolution of the Bank or
enter into a share exchange with another Person, except that (1) the
Bank may consolidate, merge or reclassify with or into another Person
or enter into a share exchange with another Person if such other
Person is a consolidated subsidiary (in accordance with generally
accepted accounting principles) of SunTrust Banks, Inc., or (2) the
Bank may consolidate, merge, or reclassify with or into another Person
or enter into a share exchange with another Person if (a) such other
Person is a Depository Institution or corporation organized under the
laws of the United States or of the United States, (b) such other
Person expressly assumes all obligations and commitments of the Bank
pursuant to such consolidation, merger, reclassification or share
exchange, (c) the outstanding shares of Series B Preferred Stock are
exchanged for, reclassified as or converted into shares of the
surviving Depository Institution or corporation which have
preferences, limitations and relative voting and other rights
15
<PAGE>
substantially identical to those of the Series B Preferred Stock. (d)
after giving effect to such merger, consolidation, reclassification or
share exchange, no default, or event which with the giving of notice
or passage of time or both could become a default by the Bank of its
obligations under these Restated Articles of Incorporation, shall have
occurred and be continuing, and (e) the Bank; shall have received
written notice from each of the Rating Agencies. and delivered a copy
of such written to the Transfer Agent. confirming that such merger,
consolidation, reclassification or share exchange will not result in a
reduction of the rating assigned by any of such Rating Agencies to the
Series B Preferred Stock then outstanding; provided that, for purposes
of this subsection (B)(2), the Bank shall have delivered to the
Transfer Agent and caused to be mailed to each holder of record of
Series B Preferred Stock, at least thirty days prior to any such
merger, consolidation, reclassification or share exchange becoming
effective, a notice describing such merger, consolidation,
reclassification or share exchange, together with an Officers'
Certificate and an Opinion of Counsel, each stating that such merger,
consolidation, reclassification or share exchange complies with the
requirements of these Restated Articles of Incorporation and that all
conditions precedent herein provided for relating to such transaction
have been complied with.
(ii) The Bank covenants and agrees with and for the benefit of
the holders of shares of Series B Preferred Stock that the Bank will
not issue additional shares of Series B Senior Securities or Series B
Parity Securities unless the Bank shall have received written notice
from each of the Rating Agencies, and delivered a copy of such written
notice to the Transfer Agent, confirming that any such issuance will
not result in a reduction of the rating assigned by any of such Rating
Agencies to the Series B Preferred Stock then outstanding.
Section 6.04. Definitions. For the purpose of Sections 6.02 and 6.03
hereof, the following terms shall have the meanings indicated:
"Business Day" means a day on which the New York Stock Exchange is
open for trading and which is not a day on which banking institutions in
The City of New York or Atlanta, Georgia are authorized or required by lair
or executive order to close.
"Calculation Agent" means any Person authorized by the Bank to
determine the Series B Dividend Rate, which initially shall be the Bank.
"Corporation" means SunTrust Real Estate investment Corporation' a
Virginia corporation, or any successor thereto.
"Depository Institution" has the meaning given to such term in 12
U.S.C 181 3(c)(i), or any successor thereto.
"Determination Date" means, with respect to any Series B Dividend
Period, the date that is two London Business Days prior to the first day of
such Series B Dividend Period.
16
<PAGE>
"Dividend Payment Date" means, as the context requires, a Series A
Dividend Payment Date or a Series B Dividend Payment Date.
"Exchange Date" means any date on which the Series B Non-Cumulative
Exchangeable Preferred Stock of the Corporation is exchanged for the Series
A Preferred Stock or any date on which the Series C Non-Cumulative
Exchangeable Preferred Stock;of the Corporation is exchanged for the Series
B Preferred Stock
"Federal Reserve " means the Board of Governors of the Federal Reserve
System or any successor thereto.
"Issue Date" means, with respect to the Series A Preferred Stock, the
first date on which shares of Series A Preferred Stock are issued and with
respect to the Series B
Preferred Stock, the first date on which shares of the Series B
Preferred Stock are issued.
"LIBOR" means, with respect to a Series B Dividend Period relating to
a Series B Dividend Payment Date (in the following order of priority):
(i) the rate (expressed as a percentage per annum) for Eurodollar
deposits having a three-month maturity that appears on The related
Page 3750 as of 11:00 a.m. (London time) on the related Determination
Date;
(ii) if such rate does not appear on The related Page 3750 as of
1 1:00 a.m. (London time) on the related Determination Date, LIBOR
will be the arithmetic mean (if necessary rounded upwards to the
nearest whole multiple of .00001 %) of the rates (expressed as
percentages per annum) for Eurodollar deposits having a three month
maturity that appear on Reuters Monitor Money Rates Page LIBO
("Reuters Page LIBO") as of 11:00 a.m. (London time) on such
Determination Date;
(iii) if such rate does not appear on Reuters Page LIBO as of
11:00 a.m. (London time) on the related Determination Date, the
Calculation Agent will request the principal London offices of four
leading banks in the London interbank market of the Bank's selection
to provide such banks' offered quotations (expressed as percentages
per annum) to prime banks in the London interbank market for
Eurodollar deposits having a three-month maturity as of 11:00 a.m.
(London time) on such Determination Date. If at least two quotations
are provided, LIBOR will be the arithmetic mean (if necessary rounded
upwards to the nearest whole multiple of .00001 %) of such quotations;
(iv) if fewer than two such quotations are provided as requested
in clause (iii) above, the Calculation Agent will request four major
New York City banks of the Bank's selection to provide such banks'
offered quotations (expressed as percentages per annum) to leading
European banks for loans in Eurodollars as of 1 1:00 a.m. (London
time) on such Determination Date. If at least two such quotations are
provided, LIBOR will be the arithmetic mean (if necessary rounded
upwards to the nearest whole multiple of .00001 %) of such quotations;
and
17
<PAGE>
(v) if fewer than two such quotations are provided as requested
in clause (iv) above, LIBOR will be LIBOR determined with respect to
the Series B Dividend Period immediately preceding such current Series
B Dividend Period.
If the rate for Eurodollar deposits having a three-month maturity
that initially appears on Telerate Page 3750 or Reuters Page LIBO, as
the case may be. as of 1 1:00 a.m. (London time) on the related
Determination Date is superseded on Telerate Page 3750 or Reuters Page
LIBO, as the case may be. by a corrected rate before 12:00 noon
(London time) on such Determination Date, the corrected rate as so
substituted on the applicable page will be the applicable LIBOR for
such Determination Date.
"London Business Day " means any day, other than a Saturday or Sunday,
on which commercial banks and foreign exchange markets are open for
business, including dealings in foreign exchange and foreign currency
deposits, in London.
"Moody's" means Moody's Investors Service, Inc., or its successor, so
long as such agency (or successor) is in the business of rating securities
of the type of the Series A Preferred Stock or the Series B Preferred
Stock.
"Officer's Certificate" means a certificate signed by the President,
any Vice President, the Treasurer, any Assistant Treasurer, the Secretary
or any Assistant Secretary of the Bank.
"Opinion of Counsel" means a written opinion of counsel, who may be
in-house counsel for the Bank.
"Person" means any individual, firm, Depository Institution or other
entity and shall include any successor (by merger or otherwise) of such
entity.
"Rating Agencies" means Moody's (and any successor thereto), Standard
& Poor's (and any successor thereto) and any other nationally recognized
statistical rating organizations assigning at the Bank's request, ratings
to the shares of Series A Preferred Stock or Series B Preferred Stock.
"Record Date" means the 1 pith day of the month in which the
applicable Dividend Payment Date falls for dividends declared by the Board
of Directors.
"Series A Dividend Payment Date" means each March 31 and September 30
of each year. "Series A Dividend Period" is the period from a Series A
Dividend Payment Date to, but excluding, the next succeeding Series A
Dividend Payment Date; provided, however, that the initial Series A
Dividend Period is the period from the Issue Date of the Series B Preferred
Stock to the next succeeding Series A Dividend Payment Date.
"Series A Dividend Rate" has the meaning set forth in Section
6.02(d)(i) hereof.
18
<PAGE>
"Series A Junior Securities" has the meaning set forth in Section
6.02(c) hereof.
"Series A Liquidation Value" has the meaning set forth in Section
6.02(a) hereof.
"Series A Notice of Redemption" has the meaning set forth in Section
6.02(g)(i) hereof.
"Series A Parity Securities" has the meaning set forth in Section
6.02(c) hereof.
"Series A Preferred Stock" has the meaning set forth in Section
6.02(a) hereof.
"Series A Redemption Date" has the meaning set forth in Section
6.02(f) hereof.
"Series A Redemption Price" has the meaning set forth in Section
6.02(f) hereof.
"Series A Senior Securities" has the meaning set forth in Section
6.02(c) hereof.
"Series B Dividend Payment Date" means each March 31, June 30,
September 30 and December 31 of each year.
"Series B. Dividend Period" is the period from a Series B Dividend
Payment Date to, but excluding, the next succeeding Series B Dividend
Payment Date; provided, however, that the initial Series B Dividend Period
is the period from the issue Date of the Series B Preferred Stock to the
next succeeding Series B Dividend Payment Date.
"Series B Dividend Rate" has the meaning set forth in Section
6.03(d)(i) hereof
"Series B Junior Securities" has the meaning set forth in Section
6.03(c) hereof.
"Series B. Liquidation Value" has the meaning set forth in Section
6.03(a) hereof.
"Series B Notice of Redemption" has the meaning set forth in Section
6.03(g)(i) hereof.
"Series B Parity Securities" has the meaning set forth in Section
6.03(c) hereof.
"Series B Preferred Stock" has the meaning set forth in Section
6.03(a) hereof.
"Series B Redemption Date" has the meaning set forth in Section
6.03(f) hereof.
"Series B Redemption Price" has the meaning set forth in Section
6.03(f) hereof.
"Series B Senior Securities" has the meaning set forth in Section
6.03(c) hereof.
"Standard & Poor's" means Standard & Poor's Ratings Group, a division
of the McGraw-Hill Companies, Inc. or its successor, so long as such agency
(or successor) is in the business of rating securities of the type of the
Series A Preferred Stock or the Series B Preferred Stock.
19
<PAGE>
"Transfer Agent" means a bank or trust company as may be appointed
from time to time by the Board of Directors of the Bank, or a committee
thereof, to act as transfer agent, paying agent and registrar of the Series
A Preferred Stock and the Series B Preferred Stock.
Section 6.05. Authority is hereby expressly granted to the Board of
Directors from time to time to issue additional Preferred Stock, for such
consideration and on such terms as it may determine, as Preferred Stock of one
or more series and in connection with the creation of and such series to fix by
the resolution or resolutions providing for the issue of shares thereof the
designation, powers and relative participating, optional, or other special
rights of such series, and the qualifications, limitations, or restrictions
thereof.
Article VII
No stockholder shall have any preemptive right to subscribe for or to
purchase any shares or other securities issued by the Bank.
Article VIII
The number of directors shall be not less than eleven nor more than
twenty-five, which number shall be fixed as provided by law.
Article IX
Section 9.01. No director of the Bank shall be personally liable to the
shareholders of the Bank for monetary damages for breach of his duty of care or
other duty as a director, provided that this provision shall eliminate or limit
the liability of a director only to the maximum extent permitted from time to
time by the Financial institutions Code of Georgia or any successor law or laws.
Section 9.02. Any repeal or modification of clause (a) of this Article IX
by the shareholders of the Bank shall not adversely affect any right or
protection of a director of the Bank existing at the time of such repeal or
modification.
20
<PAGE>
IN WITNESS WHEREOF, SunTrustBank has caused these Restated Articles of
Incorporation to be executed and its corporate seal to be affixed and has caused
the foregoing to be attested, all by its duly authorized officers on this 8th
day of August, 2000.
SUNTRUST BANK
By: /s/ L. Phillip Humann
----------------------------------
L. Phillip Humann
Chairman of the Board, President
and Chief Executive Officer
By: /s/ John W. Spiegel
---------------------------------
John W. Spiegel
Executive Vice President and
Chief Financial Officer
[SEAL]
Attest: /s/ Raymond D. Fortin
-----------------------------
Raymond D. Fortin
Corporate Secretary
<PAGE>
SECRETARY'S CERTIFICATE
I, Raymond D. Fortin, do hereby certify that I am the duly elected and
qualified Corporate Secretary of SunTrust Bank, a Georgia banking corporation
(the "Bank"), and that the attached are true and correct copies of documents
filed with certain public officials.
IN WITNESS WHEREOF, I have affixed my name as Corporate Secretary and
have caused the seal of the Bank to be hereunto affixed this 6th day of
September, 2000.
By: /s/ Raymond D. Fortin
--------------------------
Raymond D. Fortin
Corporate Secretary
[SEAL]
<PAGE>
Secretary of State Docket Number : 002370150
Corporations Division CONTROL NUMBER : J715952
315 West Tower DATE INC/AUTH/FILED : 09/21/1891
#2 Martin Luther King, Jr. Dr. JURISDICTION : GEORGIA
Atlanta, Georgia 30334-1530 PRINT DATE : 08/24/2000
FORM NUMBER : 215
SUNTRUST
MARGARET U. HODGSON
POB 4418 GA-ATLANTA 0643
ATLANTA, GA 30302
CERTIFIED COPY
I, Cathy Cox, the Secretary of State of the State of Georgia, do hereby certify
under the seal of my office that the attached documents are true and correct
copies of documents filed under the name of
SUNTRUST BANK
A DOMESTIC BANK
Said entity was formed in the jurisdiction set forth above and has filed in the
Office of Secretary of State on the date set forth above its certificate of
limited partnership, articles of incorporation, articles of association,
articles of organization or application for certificate of authority to transact
business in Georgia.
This certificate is issued pursuant to Title 14 of the Official Code of Georgia
Annotated and is prima-facie evidence of the existence or nonexistence of the
facts stated herein.
By: /s/ Cathy Cox
--------------------------------
Cathy Cox
Secretary of State
(Graphic of State of Georgia Seal Omitted)
<PAGE>
Secretary of State DOCKET NUMBER : 002370151
Corporations Division CONTROL NUMBER: J715952
315 West Tower JURISDICTION : Georgia
#2 Martin Luther King, Jr. Dr. PRINT DATE : 08/24/2000
Atlanta, Georgia 30334-1530 FORM NUMBER : 256
SUNTRUST
MARGARET U. HODGSON
POB 4419, GA-ATLANTA 0643
ATLANTA, GA 30302
CERTIFICATE OF EXISTENCE
I, Cathy Cox, the Secretary of State and the Corporations Commissioner of the
State of Georgia, do hereby certify under the seal of my office that
SUNTRUST BANK
A DOMESTIC BANK
was duly incorporated on the above date. Said corporation is in compliance with
the applicable filing and annual registration provisions of Title 14 of the
Official Code of Georgia Annotated and has not filed articles of dissolution.
This certificate is issued under the authority of Title 14 of the Official Code
of Georgia Annotated and is prima-facie evidence of the existence or
nonexistence of the facts stated herein.
This certificate applies only to filings pursuant to Title 14 of the Official
Code of Georgia Annotated. Information concerning bank related filings must be
certified by the Georgia Department of Banking and Finance.
By: /s/ Cathy Cox
--------------------------------
Cathy Cox
Secretary of State
(Graphic of State of Georgia Seal Omitted)
<PAGE>
Secretary of State DOCKET NUMBER : 002350060
Corporations Division CONTROL NUMBER : J715952
315 West Tower EFFECTIVE DATE : 0B/18/2000
#2 Martin Luther King, Jr. Dr. REFERENCE : 0077
Atlanta, Georgia 30334-1530 PRINT DATE : OB/22/2000
FORM NUMBER : 101
MARGARET U. HODGSON
SUNTRUST BANKS, INC.
POST OFFICE BOX 4418, MAIL CODE 643
ATLANTA, GEORGIA 30302-441B
CERTIFICATE OF AMENDMENT
I, Cathy Cox, the Secretary of State and the Corporations Commissioner of the
State Georgia, do hereby certify under the seal of my office that articles of
amendment have be filed to amend certain articles of incorporation and that the
Department of Banking . Finance has filed a certificate of approval authorizing
the amendment of said articles for
SUNTRUST BANKS
Atlanta, Fulton COUNTY, Georgia
The required fees as provided by Title 14 of the Official Code of Georgia
Annotated have been paid.
THEREFORE, the Secretary of State hereby issues this certificate of amendment.
WITNESS my hand and official seal in the City of Atlanta and the State of
Georgia on the date set forth above.
By: /s/ Cathy Cox
--------------------------------
Cathy Cox
Secretary of State
(Graphic of State of Georgia Seal Omitted)
<PAGE>
EXHIBITS 2 and 3
----------------
(Graphic of State of Georgia Seal Omitted)
This is to certify that
SUNTRUST BANK
ATLANTA, FULTON COUNTY, GEORGIA
is a state bank and trust company, approved to exercise trust powers, operating
under Articles of Incorporation (Charter) granted by this State on September 21,
1891, and since amended numerous times by the Secretary of State of Georgia. It
is validly existing at the present time and, to the best of our knowledge, its
deposits are insured by the Federal Deposit Insurance Corporation.
This the 22nd day of August, 2000. By: /s/ Murali Ramachandran
--------------------------------
Murali Ramachandran
Corporate Manager
<PAGE>
EXHIBIT 4
----------
SUNTRUSTBANK
BYLAWS
(As Amended and Restated August 8, 2000)
ARTICLE I
SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the shareholder for the
election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place, on such date and
at such time as the Board of Directors may by resolution provide. If the Board
of Directors fails to provide such date and time, the meeting shall be held at
the Bank s headquarters at 10:00 AM local time on the third Tuesday in April of
each year, or, if that date is a legal holiday, on the next succeeding business
day. The Board of Directors may specie by resolution prior to any special
meeting of the shareholder that such meeting shall be in lieu of the annual
meeting.
SECTION 2. Special Meeting; Call of Meetings. Special meetings of the
shareholder may be called at any time by the Chairman of the Board, the
President, or the Board itself, and shall be held at such place as is stated in
the notice.
ARTICLE II
DIRECTORS
SECTION 1. Board of Directors. The Board of Directors shall manage the business
and affairs of the Bank and may exercise all of the powers of the Bank, subject
to whatever restrictions are imposed by law
SECTION 2.Composition of the Board. The Board of Directors of the Bank shall
consist of not less than ten (10) nor more than twenty (20) natural persons, the
exact number to be set from time to time by the Board of Directors. Each
Director shall be a shareholder of SunTrust Banks, Inc. and a citizen of the
United States of America. In the absence of the Board setting the number of
Directors the number shall be sixteen ( 16). Each Director, unless he or she
dies, resigns. retires or is removed from office, shall hold office until the
next annual meeting of the shareholder. and may be reelected for successive
terms.
SECTION 3. Election of Directors. Nominations for election to the Board of
Directors may be made by the Board or by the Bank's shareholder. Nominations
shall specify the class of Directors to which each person is nominated.
SECTION 4. Vacancies. Vacancies resulting from retirement, resignation, removal
from office (with or without cause), death or an increase in the number of
Directors comprising the Board shall be filled by the Board of Directors. Any
Director so elected shall hold office until the next annual meeting of the
<PAGE>
shareholder. No decrease in the number of Directors constituting the Board of
Directors shall shorten the term of any incumbent Director.
SECTION 5. Retirement. Each Director serving as an officer of the Bank or any of
its affiliates shall cease to be a Director on the date of the first to occur of
(a) his or her 65th birthday, or (b) the date of his or her termination,
resignation or retirement of employment. Each Director who is not an officer of
the Bank or any of its affiliates shall cease to be a Director at the end of his
or her term that coincides with or follows his or her 70th birthday.
SECTION 6. Removal. Any or all Directors may be removed from office at any time
with or without cause, by the affirmative vote of the shareholder.
SECTION 7. Resignations. Any Director may resign at any time by giving written
notice to the Chairman of the Board, the President or the Corporate Secretary.
Such resignation shall take effect when delivered unless the notice specifies a
later effective date, and the acceptance of the resignation shall not be
necessary to make it effective. unless otherwise stated in the resignation.
ARTICLE III
ACTION OF THE BOARD OF DIRECTORS; COMMITTEES
SECTION1. Quorum; Vote Requirement. A majority of the Directors holding office
shall constitute a quorum for the transaction of the Board's business. If a
quorum is present, a vote of a majority of the Directors present at such time
shall be the act of the Board of Directors, unless a greater vote is required by
law, the Articles of Incorporation or these Bylaws.
SECTION 2. Executive Committee. An Executive Committee, consisting of not less
than four (4) Directors, is hereby established. The members of the Executive
Committee shall be elected by the Board at its meeting immediately following the
annual shareholder's meeting, or at such other time as the Board determines to
be appropriate. The Executive Committee shall have and may exercise all the
authority of the Board as permitted by law. In addition, the Executive Committee
shall serve as the Nominating Committee and shall have the power to recommend
candidates for election to the Board and consider other issues related to the
size and composition of the Board. The Board shall elect the Chairman of the
Executive Committee, who shall be entitled to preside at all meetings of the
Executive Committee and perform such other duties as may be designated by the
Committee.
SECTION 3. Audit Committee. An Audit Committee. consisting of not less than four
(4) Directors, is hereby established. No Director who is an officer of the Bank
or any affiliate shall be a member of the Audit Committee. The members of the
Audit Committee shall be elected by the Board at its meeting immediately
following the annual shareholder's meeting, or at such other time as the Board
determines to be appropriate. The Audit Committee shall require that an audit of
the books and records of the affairs of the Bank be made at such time or times
as the members of the Audit Committee choose, and shall review the scope of
the audit and approve of any non-audit services to be performed for the Bank by
the independent accountants. The Audit Committee shall also review examination
reports by the independent accountants and regulatory agencies; review credit
2
<PAGE>
issues, loan policies and procedures, the classification of loans and the
adequacy of the allowance for loan losses; monitor the credit process review
function: review the Bank's CRA policy, plans and performance; review internal
programs to assure compliance with laws and regulations and the adequacy of
internal controls, and exercise oversight for the Bank's fiduciary actions and
duties. The Board shall elect the Chairman of the Audit Committee, who shall be
entitled to preside at all meetings of the Committee and perform such other
auras as may be designated by the Committee.
SECTION 4. Other Committees. The Board of Directors may designate one or more
other committees, each consisting of one or more Directors, and each of which,
to the extent permitted by law and provided in the resolution establishing such
committee, shall have and may exercise all authority of the Board of Directors.
SECTION 5. Committee Meetings. Regular meetings of each committee, of which no
notice is necessary, shall be held at such times and places as fixed, from time
to time, by resolution adopted by the committee. Special meetings of any
committee may be called at any the by the Chairman of the Board or the
President, by the Chairman of such committee or by two members of the committee.
Notice of any special meeting of any committee may be given in the manner
provided in the Bylaws for giving notice of a special meeting of the Board of
Directors. However, notice of any special meeting need not be given to any
member of the committee who is present at the meeting or who, before or after
the meeting, waives notice in writing (including telegram, cablegram, facsimile,
or radiogram). Any regular or special meeting of any committee shall be a legal
meeting, without any notice being given, if all the members are present.
majority of the members of any committee shall constitute a quorum for the
transaction of business, and the act of a majority of those present at any
meeting at which a quorum is present shall be the act of the committee.
SECTION 6. Committee Records. Each committee shall keep a record of its acts and
proceedings and shall report them from time to time to the Board of Directors.
SECTION 7. Alternate Members; Vacancies. The Board of Directors may designate
one or more Directors as alternate members of any committee, to act in the place
and stead of one or more members who are absent from such committee. The Board
of Directors may fill any vacancy or vacancies occurring in any committee.
SECTION 8. Place, Time, Notice and Call of Directors' Meetings. The annual means
of the Board of Directors shall be held each year immediately following the
annual meeting of the shareholder or at such other time and place as the
Chairman of the Board may designate Regular meetings of the Board of Directors
shall be held at such times and places as the Board of Directors may determine
from time to time. Regular meetings of the Board of Directors may be held
without notice. Special meetings of the Board of Directors shall be held upon
notice of the date, time and place of the meeting as given to each Director
orally, by telephone or in person, or in writing, by personal delivery or by
mail, telegram, facsimile, or cablegram. Sconce OI special meetings shall be
given no later than the day before the meeting, except that notice of a special
meeting need not be given to any Director who signs and delivers to the Bank,
either before or after the meeting, a waiver of notice. Attendance of a Director
at a Board meeting shall constitute a waiver of notice of that meeting, as well
3
<PAGE>
as a waiver of any and all objections to the place of the meeting, the time of
the meeting, or the manner in which it has been called or convened, except when
a Director states, at the beginning of the meeting (or promptly upon his or her
arrival), any such objection or objections to the transaction of business and
thereafter does not vote for or assent to action taken at the meeting. The
business to be transacted at, and the purpose of, any regular or special meeting
of the Board of Directors need not be specified in the notice or waiver of
notice of the meeting unless required by law or these Bylaws.
A majority of the Directors present, whether or not a quorum exists, may adjourn
any meeting of the Board of Directors to another time and place. No notice of
any adjourned need be given. Meetings of the Board of Directors may be called by
the Chairman of the Board, the President or any two Directors.
SECTION 9. Action by Directors Without a Meeting; Participation in Meeting by
Telephone. Except as limited by law, any action to be taken at a meeting of the
Board, or by any committee of the Board, may be taken without a meeting if
written consent, setting forth the action so taken, shall be signed by all the
members of the Board or such Committee and shall be filed with the minutes of
the proceedings of the Board or such committee. Such written consent shall have
the same force and effect as a unanimous vote of the Board or such committee and
any document executed on behalf of the Corporation may recite that the action
was duly taken at a meeting of the Board or such committee.
Participation at Board and committee meetings may occur by conference telephone
or similar communication equipment so long as all persons participating in the
meeting can hear and spealc to one other, and such participation shall
constitute personal presence at the meeting.
SECTION 10. Directors' Compensation. The Board of Directors shall have authority
to determine, from time to time, the amount of compensation paid to its members
for attendance at meetings of, or services on, the Board or any committee
thereof. The Board shall also have the power to reimburse Directors for
reasonable expenses of attendance at Directors' meetings and committee meetings.
ARTICLE IV
OFFICERS
SECTION 1. Executive Structure. The Board of Directors shall elect a Chairman of
the Board, President, Chief Financial Officer, Corporate Secretary and
Treasurer, and may elect one or more Vice Chairmen and Executive Vice Presidents
as the Board of Directors may deem necessary. The Board of Directors shall
designate a Chief Executive Officer from among these officers. The Chief
Executive Officer shall designate duties of each designated officer and may
appoint assistant officers, to assist one or more of the designated officers
in discharging their duties. Titles of the assistant officers will be designated
by the Chief Executive Officer as he or she deems appropriate. The Chief
Executive Officer may also appoint other officers and may delegate the authority
to appoint officers to other officers of the Bank. The local or regional boards
or the local or regional chief executive officers or their designees may appoint
officers of SunTrustBank.Each officer elected by the Board and each officer
4
<PAGE>
appointed by the Chief Executive Officer or his or her designee shall serve
until the next annual meeting of the Board, or until he or she earlier resigns,
retires, dies or is removed from office. Any two or more offices may be held by
the same person.
SECTION 2. Chief Executive Officer. The Chief Executive Officer shall be the
most senior officer of the Bank and all other officers and agents of the Bank
shall be subject to his or her direction. He or she shall be accountable to the
Board of Directors for the fulfillment of his or her duties and responsibilities
and, in the performance and exercise of all such duties, responsibilities and
powers, he or she shall be subject to the supervision and direction of, and any
limitations imposed by, the Board of Directors. The Chief Executive Officer
shall be responsible for interpretation and implementation of the policies of
the Bank as determined and specified from time to time by the Board of
Directors, and shall be responsible for the general management and direction of
the business and affairs of the Bank. For the purpose of fulfilling his or her
duties and responsibilities and subject to these Bylaws and the direction of the
Board, the Chief Executive Officer shall have plenary authorities and powers,
including general executive powers, the authority to delegate and assign duties,
responsibilities and authorities, and, in the name of the Bank and on its
behalf, the authority to negotiate and make any agreements, waivers or
commitments that do not require the express approval or the Board.
SECTION 3. Chairman of the Board. The Chairman shall be a member of the Board of
Directors and shall be entitled to preside at all meetings of the Board.
SECTION 4. President. The President shall have such powers and perform such
duties as may be assigned by the Board of Directors, the Chairman of the Board
or the Chief Executive Officer.
SECTION 5. Vice Chairman. Any Vice Chairman elected shall have such duties and
authority as may be conferred upon him by the Board or delegated to him by he
Chief Executive Officer.
SECTION 6. Chief Financial Officer. The Chief Financial Officer shall have the
care, custody, control and handling of the Finds and assets of the Bank, and
shall render a statement of the assets, liabilities and operations of the Bank
to the Board at its regular meetings.
SECTION 7. Treasurer. The Treasurer shall perform such duties as may he assigned
to him or her and shall report to the Chief Financial Officer or, in the absence
of the Chief Financial Officer, to the President.
SECTION 8. Corporate Secretary. Due notice of all meetings of the shareholder
and Directors shall be given by the Corporate Secretary or the person or persons
falling such meeting. The Corporate Secretary shall report the proceedings of
all meetings a book of minutes and shall perform all the duties pertaining to
his or her office, including authentication of corporate documents, and shall
have custody of the Seal of the Bank. Each Assistant Corporate Secretary
appointed by the Chief Executive Officer or his or her designee may perform all
duties of the Corporate Secretary.
5
<PAGE>
SECTION 9. Bank Officers. Each officer, employee and agent of the Bank shall
have the duties and authority conferred upon him or her by the Board of
Directors or delegated to him or he. by the Chief Executive Officer, or his or
her designee.
SECTION 10. Removal of Officers. Any officer may be removed by the Board of
Directors with or without cause whenever, in its judgment, the best interests of
the Bank will be served thereby. In addition an officer of the Bank shall cease
to be an officer upon ceasing to be an employee of the Bank or its affiliates.
ARTICLE V
STOCK
SECTION 1. Stock Certificates. The shares of stock of the Bank shall be
represented by certificates In such form as may be approved by the Board of
Directors, which certificates shall be issued to the shareholder of the Bank and
shall be signed by the Chairman of the Board, or the President, together with
the Corporate Secretary or an Assistant Secretary of the Bank; and which shall
be sealed with the seal of the Bank. The described signatures on any certificate
may be a facsimile, signature if the certificate is countersigned by a transfer
agent or registrar other than the Bank itself or an employee of the Bank. No
share certificates shall be issued until consideration for the shares
represented thereby has been fully paid. If any of ricer who has signed or whose
facsimile signature has been placed upon a certificate ceases to be such officer
before such certificate is issued, it may be issued by the Bank with the same
effect as if he or she Has such officer at the date of issue.
SECTION 2. Transfer of Stock. Shares of stock of the Bank shall be transferred
on the books of the Bank only upon surrender to the Bank of the certificate or
certificates representing the shares to be transferred accompanied by an
assignment in writing of such shares, properly executed by the shareholder of
record or his or her duly authorized attorney-in-fact, and after payment of all
Dates due upon the transfer. The Bank may refuse any requested transfer until
furnished evidence satisfactory to it that such transfer is proper. Upon the
surrender of a certificate for transfer of stock, such certificate shall be
marked on its face "Canceled". The Board of Directors may make such additional
rules concerning the issuance, transfer and registration of stock and
requirements regarding the establishment of lost, destroyed or wrongfully taken
stock certificates (including any requirement of an indemnity bond prior to
issuance of any replacement certificate and provision for appointment of a
transfer agent and a registrar, as it deems appropriate.
SECTION 3. Registered Shareholder. The Bank may deem and treat the holder of
record of any stock as the absolute owner thereof for all purposes and shall not
be required to take any notice of any right or claim or right of any other
person.
SECTION 4. Record Date. For the purpose of determining the shareholder entitled
to notice of or to vote an any Fleeing of shareholder or any adjournment
thereof, or entitled to receive payment of any dividend or in order to make a
determination of the shareholder for any other purpose, the Board of Directors
6
<PAGE>
may fix, in advance, a date as the record date for determination of the
shareholder.
ARTICLE VI
DEPOSITORIES, SIGNATURES AND SEAL
SECTION 1. Depositories. All finds of the Bank shall be deposited in the name of
the Bank in such bank, banks, or other financial institutions as the Board of
Directors may from time to time designate and shall be drawn on checks, drafts
or other orders signed on behalf of the Bank by such person or persons as He
Board its Executive Committee or the Chief Executive Officer may, from time to
time, direct.
SECTION 2. Seal. The seal of the Bank shall be in such form as the Board of
Directors may, from time to time, direct. Unless otherwise directed by the Board
of Directors, the official seal of the Bank shall be as follows:
If the seal is affixed to a document the signature of the Corporate Secretary or
his or her designee shall attest to the seal. The seal and its attestation may
be lithographed or otherwise printed on any document and shall have, to the
extent permitted by law, the same force and effect as if it has been affixed and
attested annually.
SECTION 3. Execution of Instruments. All bills, notes, checks, and other
instruments for the payment of money, all agreements. indentures, mortgages,
deeds, conveyances, transfers, certificates, declarations, receipts, discharged
releases, satisfactions, settlements, petitions, schedules, accounts,
affidavits, bonds. undertakings, proxies and other instruments or documents may
be signed, executed, acknowledged, verified, delivered, or accepted on behalf of
the Bank by the Chairman of the Board, the President. any Vice Chairman,
Executive Vice President, Senior Vice President or Vice President, the Secretary
or the Treasurer. Any such instrument may also be signed, executed, acknowledged
verified, delivered or accepted on behalf of the Bank in such manner and by such
other officers, employees or agents of the Bank as the Board of Directors,
Executive Committee Chief Executive Officer may, from time to time, direct.
ARTICLE VII
INDEMNIFICATION OF OFFICERS, DIRECTORS, AND EMPLOYEES
SECTION 1. Definitions. The following terms are defined, for purposes of this
Article, as:
(A) "Bank" includes any domestic or foreign predecessor entity of this Bank in
merger or other transaction in which the predecessor existence ceased upon
consummation of the transaction.
7
<PAGE>
(B)"Director" means an individual who is or was a director of he Bank or an
individual who while a director of the Bank, is or was serving at the Bank's
request as director, officer, partner, trustee, employee, or agent of another
foreign or domestic corporation. partnership joint venture, trust, employee
benefit plan, or other entity. A Director is considered to be serving an
employee benefit plan at the Bank's request if his or her duties to the Bank
also impose duties on or otherwise involve services by, him or her to the plan
or to participants in or beneficiaries of the plan. Director includes, unless
the context requires otherwise, the estate or personal representative of a
Director.
(C) "Disinterested Director" means a Director who, at the time of a vote
referred 3 in Section 3(C) or a vote or selection referred to in Section 4(B),
4(C) or I A) is not: (I) a party to the proceedings; or (ii) an individual who
is a party to a proceeding having a familiar financial, professional, or
employment relationship with the Director whose indemnification or absence for
expenses is the subject of the decision being made with respect to the
proceeding. which relationship would, in the circumstances, reasonably be
expected to exert an influence on :he Director's judgement when voting on the
decision being made.
(D) "Employee" means an individual who is or was an employs of the Bank or an
individual who, while an employee of the Bank, is or was serving at the Bank's
request, as a director, officer, partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, joint venture, trust, employee
benefit plan, or other, enterprise. An Employee is considered to be serving an
employee benefit plan at the Bank s request if his or denies to the Bank also
imposes duties on, or otherwise involves services by him or her to the plan or
to participants in or beneficiaries of the plan. Employee includes. unless the
context yes otherwise, the estate or personal representative of an Employee.
(E) "Expenses" includes counsel fees.
(F) "Liability" means the obligation to pay a judgment, settlement, penalty,
fine (including an excise tax assessed with respect to an employee benefit
plan), or reasonable expenses incurred with respect to a proceeding.
(G) "Officer" means an individual who is or was an officer of the Bank including
an assistant officer, or an individual who, while an officer of the Bank is or
was serving at the Bank's, request as a director, officer, partner, trustee,
employee or agent of another foreign Or domestic corporation, partnership, joint
venture. trust, employee benefit plan or other entity. An Officer is considered
to be serving an employee benefit plan at the Bank's request if his or her
duties to the Bank also impose duties on. or otherwise involve services by him
or her. to the plan: or to participants in or beneficiaries of the plan. Officer
includes. unless the context retirees otherwise, the estate or personal
representative of an Officer
(H) "Official Capacity" means: (i) when used with respect to a director, the
office of a director in a corporation; and (ii) when used with respect: to an
officer, the office in a corporation held by the officer. Official Capacity does
not include service for any other domestic or foreign corporation or any
partnership, joint venture. trust employee benefit plan, or other entity.
8
<PAGE>
(I) "Party" means an individual who was, is, or is threatened to be made, a
named defendant or respondent in a proceeding.
(J) "Proceedings" means any threatened pending or completed action, suit, or
proceeding, whether civil, criminal. Administrative arbitrative or investigative
and whether formal or informal.
Section 2. Basic Indemnification Arrangement. (A) Except as provided in
subsections 2(D) and 2(E) below and if required by Section 4 below, upon a
determination pursuant to Section 4 in the specific case that such
indemnification is permissible in the circumstances under this subsection
because the individual has met the standard of conduct set forth in this
subsection (A), the Bank shall indemnify an individual who is made a party to a
proceeding because he or she is or was a Director or Officer against liability
incurred by him or her in the proceeding if he or she conducted himself or
herself in good faith and, in the case of conduct in his or her official
capacity, he or she reasonably, believed such conduct was in the best interest
of the Bank, or in all other cases, he or she reasonably believed such conduct
was at least not opposed to the best interests of the Bank and in he case of any
criminal proceeding, he or she had no reasonable cause to believe the conduct
was unlawful.
(B) A person's conduct with respect to an employee benefit plan for a purpose he
or she believes in good faith to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the Prevent of subsection
2(A) above.
(C) The termination of a proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the proposed indemnitee did not meet the standard of
conduct set forth in subsection 2(A) above.
(D) The Bank shall not indemnify a person under this Article (i) in connection
with a proceeding by or in the right of the bank except for reasonable expenses
incurred in connection with the proceeding if it is determined that such person
has met the relevant standard of conduct under this section or (ii) with respect
to conduct for which such person was adjudged liable on the basis that personal
benefit was improperly received by him or her, whether or not involving action
in his official capacity.
SECTION 3. Advances for Expenses. (A) The Bank may advance funds to pay for or
reimburse the reasonable expenses incurred by a Director or Officer who is a
party to a proceeding because he or she is a Director or Officer in advance of
final disposition of the proceeding if(i)such person furnishes the Bank a
written affirmation of his or her good faith belief that he or she has Met the
relevant standard of conduct set forth in subsection 2(A) above or that the
proceeding involves conduct for which liability has been eliminated under the
Bank's Articles of Incorporation and (ii) such person furnishes the Bank a
written undertaking meeting the qualifications set forth below in , section
3(B), executed personally or on his or her behalf, to repay any funds advanced
if it is ultimately determined that he or she is not entitled to any
indemnification under this Article or otherwise.
9
<PAGE>
(B) The undertaking required by subsection 3(A)(ii) above must be an unlimited
general obligation of the Director or Officer but need not be secured and shall
be accepted without reference to financial ability to make repayment.
(C) Authorizations under this Section shall be made: (i) by the Board of
Directors (a) when there are two or more Disinterested Directors, by a majority
vote of all Disinterested Directors (a majority of whom shall for such purpose
constitute a quorum) or by a majority of the members of a committee of two or
more Disinterested Directors appointed by such a vote; or (b) when there are
fewer than two Disinterested Directors, by a majority of the Directors present
in a meeting in which Directors who do not qualify as Disinterested Directors
may participate; or (ii) by the shareholder.
SECTION 4. Authorization of and Determination of Entitlement to Indemnification.
(A) The Bank shall not indemnify a Director or Officer under Section 2 above
unless authorized thereunder and a determination has been made for a specific
proceeding that indemnification of such person is permissible in the
circumstances because he or she has met the relevant standard of conduct set
forth in subsection 2(A) above; provided, however, that regardless of the result
or absence of any such determination, to the extent that a Director or Officer
has been wholly successful, on the merits or otherwise, in the defense of any
proceeding to which he or she was a party because he or she is or was a Director
or Officer, the Bank shall indemnify such person against reasonable expenses
incurred by him or her in connection therewith.
(B) The determination referred to in subsection 4(A) above shall be made (i) if
there are two or more Disinterested Directors, by a majority vote of all the
Disinterested Directors (a majority of whom shall for such purpose constitute a
quorum) or by a majority of the members of a committee of two or more
Disinterested Directors appointed by such a vote; (ii) by special legal counsel
( 1 ) selected by the Board of Directors or its committee in the manner
prescribed in subdivision (i), or (2) if there are fewer than two Disinterested
Directors, selected by the Board of Directors (in which selection Directors who
do not qualify as Disinterested Directors may participate); or (iii) by the
shareholder; but shares owned by or voted under the control of a Director who at
the time does not qualify as a Disinterested Director may not be voted on the
determination.
(C) Authorization of indemnification or an obligation to indemnify, and
evaluation as to reasonableness of expenses of a Director or Officer in the
specific case shall be made in the same manner as the determination that
indemnification is permissible, as described in subsection 4(B) above, except
that if there are fewer than two Disinterested Directors or if the determination
is made by special legal counsel, authorization of indemnification and
evaluation as to reasonableness of expenses shall be made by those entitled
under subsection 4(B)(ii)(2) above to select counsels
(D) The Board of Directors, a committee thereof, or special legal counsel acting
pursuant to subsection (B) above or Section 5 below, shall act expeditiously
upon an application for indemnification or advances, and cooperate in the
procedural steps required to obtain a judicial determination under Section 5
below.
10
<PAGE>
(E) The Bank may, by a provision in its Articles of Incorporation or Bylaws or
in a resolution adopted or a contract approved by its Board of Directors or
shareholder, obligate itself in advance of the act or omission giving rise to a
proceeding to provide indemnification or advance funds to pay for or reimburse
expenses consistent with this part. Any such obligatory provision shall be
deemed to satisfy the requirements referred to in Section 3(C) or Section 4C).
SECTION 5. Court-Ordered Indemnification and Advances for Expenses. A Director
or Officer who is a party to a proceeding because he or she is a Director or
Officer may apply for indemnification or advances for expenses to the court
conducting the proceeding or to another court of competent jurisdiction. After
receipt of an application and after giving any notice it considers necessary,
the court shall order indemnification or advances for expenses if it determines
that: (i) the Director is entitled to indemnification under this part or (ii) in
view of all the relevant circumstances, it is fair and reasonable to indemnify
the Director or Officer or to advance expenses to the Director or Officer, even
if the Director or Officer has not met the relevant standard of conduct set
forth in subsection 2(A) above, failed to comply with Section 3, or was adjudged
liable in a proceeding referred to in subsections (i) or (ii) of Section 2(D),
but if the Director or Officer was adjudged so liable, the indemnification shall
be limited to reasonable expenses incurred in connection with the proceeding,
unless the Articles of Incorporation of the Bank or a Bylaw, contract or
resolution approved or ratified by the shareholder pursuant to Section 7 below
provides otherwise.
If the court determines that the Director or Officer is entitled to
indemnification or an advance for expenses, it may also order the Bank to pay
the Director's or Officer's reasonable expenses to obtain court-ordered
indemnification or advance for expenses.
SECTION 6. Indemnification of Officers and Employees. (A) Unless the Bank s
Articles of Incorporation provide otherwise, the Bank shall indemnify and
advance expenses under this Article to an employee of the Bank who is not a
Director or Officer to the same extent, consistent with public policy, as to a
Director or Officer.
(B) The Bank may indemnify and advance expenses under this Article to an officer
of the Bank who is a party to a proceeding because he or she is an Officer of
the Bank: (i) to the same extent as a Director; and (ii) if he is not a
Director, to such further extent as may be provided by the Articles of
Incorporation, the Bylaws, a resolution of the Board of Directors, or contract
except for liability arising out of conduct that is enumerated in subsections
(A)(i) through (A)(iv) of Section 7. The provisions of this Section shall also
apply to an Officer who is also a Director if the sole basis on which he or she
is made a party to the proceeding is an act or omission solely as an Officer.
SECTION 7. Shareholder Approved Indemnification. (A) If authorized by the
Articles of Incorporation or a Bylaw, contract or resolution approved or
ratified by shareholder of the Bank, the Bank may indemnify or obligate itself
to indemnify a person made a party to a proceeding, including a proceeding
brought by or in the right of the Bank, without regard to the limitations in
other sections of this Article, but shares owned or voted under the control of a
Director who at the time does not qualify as a Disinterested Director with
respect to any existing or threatened proceeding that would be covered by the
11
<PAGE>
authorization may not be voted on the authorization. The Bank shall not
indemnify a person under this Section 7 for any liability incurred in a
proceeding in which the person is adjudged liable to the Bank or is subjected to
injunctive relief in favor of the bank: (i) for any appropriation, in violation
of his duties, of any business opportunity of the Bank (ii) for acts or
omissions which involve intentional misconduct or a knowing violation of
law;(iii) for the types of liability set forth in Section 14-2-832 of the
Georgia Business; Corporation Code. or (iv) for any transaction from which he or
she received an improper personal benefit.
(B) Where approved or authorized in the manner described in subsection 7(A)
above, the Bank may advance or reimburse expenses incurred in advance of final
disposition of the proceeding only if: (i) the proposed indemnitee furnishes the
Bank a written affirmation of his good faith belief that his or her conduct does
not constitute behavior of the kind described in subsection 7(A)(i)-(iv) above:
and,(ii) the proposed indemnitee furnishes the Bank a written undertaking,
executed personally or on his or her behalf, to repay any advances if it is
ultimately determined that he or she is not entitled to indemnification.
SECTION 8. Liability Insurance The Bank may purchase and maintain insurance on
behalf of an individual who is Director, Officer, Employee, or agent of the Bank
or who, while a director officer, employee or agent of the Bank, is or was
serving at the request of the Bank as a director officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership.
joint venture, trust, employee benefit plan, or other entity against liability
asserted against or incurred by him in that capacity or arising from his status
as a director, officer, employee, or agent whether or not the Bank would have
power to indemnify him against the same liability under Section 2 or section 3
above.
SECTION 9. Witness Fees Nothing in this Article shall limit the Bank's power to
pay or reimburse expenses incurred by a person in connection with his appearance
as a witness in a proceeding at a time when he is not a party.
SECTION 10. Report to Shareholders. If the Bank indemnifies or advances expenses
to a Director in connection with a proceeding by or in the right of the Bank,
the Bank shall report the indemnification or advance writing, to the
shareholder.
SECTION 11. Severability. In the event that any of the provisions of this
Article (including any provision within a single section. subsection, division
or sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions of this Atricle shall remain
enforceable to the fullest extent permitted by law.
SECTION 12. Indemnification Not Exclusive. The rights of indemnification
provided in this Article VII shall be in addition to any rights which any such
Director, Officer, Employee or other person may otherwise be entitled by
contract or as a matter of law.
12
<PAGE>
ARTICLE VIII
AMENDMENTS OF BYLAWS
SECTION 1. Amendments. The Board of Directors shall have the power to alter
amend or repeal the Bylaws or adopt new Bylaws, but any Bylaws adopted by the
Board of Directors may be altered, amended or repealed and new Bylaws adopted by
the shareholder. Action by the Directors with respect to the Bylaws shall be
taken by an affirmative vote of a majority of all of the Directors then elected
and serving, unless a greater vote is required by law. the Articles of
Incorporation or these Bylaws.
ARTICLE IX
EMERGENCY TRANSFER OF RESPONSIBILITY
SECTION 1. Emergency Defined. In the event of a national emergency threatening
national security or a major disaster declared by the President of the United
States or the person performing his functions, which directly or severely
affects the operations of the Bank, the officers and employees of the Bank will
continue to conduct the affairs of the Bank under such guidance from the
Directors as may be available except as to matters which by law or regulation
require specific approval of the Board of Directors and subject to conformance
with any applicable laws, regulations, and governmental directives during the
emergency.
SECTION 2. Officers Pro Tempore. The Board of Directon shall have the power, in
the absence or disability of any officer, or upon the refusal of any officer to
act as a result of said national emergency directly and severely affecting the
operations of the Bank to delegate and prescribe such officer's powers and
duties to any other officer, or to any Director.
In the event of a national emergency or state of disaster of sufficient severity
to prevent the conduct and management of the affairs and business of the Bank by
its Directors and officers as contemplated by the Bylaws, any two or more
available member or alternate members of the then incumbent Executive Committee
shall constitute a quorum of such Committee for the full conduct and management
of the Bank in accordance with the provisions of Articles II and III of the
Bylaws. If two members or alternate members of the Executive Committee cannot be
expeditiously located, then three available Directors shall constitute the
Executive Committee for the full conduct and management of the affairs and
business of the Bank until the then remaining Board can be convened. These
provisions shall be subject to implementation by resolutions of the Board of
Directors passed from time to time, and any provisions of the Bylaws (other than
this Section) and any resolutions which are contrary to the provisions, of this
Section or the provisions of any such implementary resolutions shall be
suspended until it shall be determined by any such interim Executive Committee
acting under this Section that it shall be to the advantage of this Corporation
to resume the conduct and management of its affairs and business under all of
the other provisions of these Bylaws.
SECTION 3. Officer Succession. If, in the event of a national emergency or
disaster which directly and severely affects the operations of the Bank. the
Chief Executive Officer cannot be located expeditiously or is unable to assume
or to continue normal duties, then the authority and duties of the office shall
13
<PAGE>
be automatically assumed, without Board of Directors action, in order of title,
and subject only to willingness and ability to serve, by the Chairman of the
Board. President, Vice Chairman, Executive Vice President, Senior Vice
President, Vice President, Corporate Secretary or their successors in office at
the time of the emergency or disaster. Where two or more of officers hold
equivalent titles and are willing and able to serve, seniority in title controls
initial appointment. If, in the same manner, the Corporate Secretary or
Treasurer cannot be located or is unable to assume or continue normal duties,
the responsibilities attached thereto shall, in like manner as described
immediately above, be assumed by any Executive Vice President, Senior Vice
President, or Vice President. Any officer assuming authority and position
hereunder shall continue to serve until the earlier of his resignation or the
elected officer or a more senior officer shall become available to perform the
duties of the position of Chief Executive Officer, Corporate Secretary, or
Treasurer.
SECTION 4. Certification of Authority. In the event of a national emergency or
disaster that directly and severely affects the operations of the Bank, anyone
dealing with the Bank shall accept a certification by the Corporate Secretary or
any three officers that a specified individual is acting as Chairman of the
Board, Chief Executive Officer, President, Corporate Secretary, or Treasurer, in
accordance with these Bylaws; and that anyone accepting such certification shall
continue to consider it in force until notified in writing of a change, such
notice of change to carry the signature of the Corporate Secretary or three
officers of the Bank.
SECTION 5. Alternative Locations. In the event of a national emergency or
disaster which destroys, demolishes, or renders the Bank's offices or facilities
unserviceable, or which causes or in the judgment of the Board of Directors or
the Executive Committee probably will cause, the occupancy or use thereof to be
a clear and imminent hazard to personal safety, the Bank shall temporarily lease
or acquire sufficient facilities to carry on its business as may be designated
by the Board of Directors. Any temporarily relocated place of business of this
Bank shall be returned to its legally authorized location as soon as practicable
and such temporary place of business shall then be discontinued.
SECTION 6. Amendments to Article IX. At any meeting called in accordance with
Section 2 of this Article IX, the Board of Directors or Executive Committee, as
the case may be, may modify, amend or add to the provisions of this Article IX
so as to make any provision that may be practical or necessary for the
circumstances of the emergency.
14
<PAGE>
EXHIBIT 5
---------
Not Applicable
<PAGE>
EXHIBIT 6
---------
Not Applicable
<PAGE>
EXHIBIT 7
---------
<TABLE>
<CAPTION>
<S> <C>
Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
Expires March 31, 2002
------------------------------------------------------------------------------------------------------------------
Federal Financial Institutions Examination Council
------------------------------------------------------------------------------------------------------------------
1
Please refer to page 4
Table of Contents, for
The required disclosure
of estimated burden.
------------------------------------------------------------------------------------------------------------------
Consolidated Reports of Condition and Income for
A Bank with domestic and Foreign Offices - FFIEC 031
Report at the close of business June 30, 2000
20000630
(RCRI 9999)
This report is required by law; 12 U.S.C. "324 (State This report form is to be filed by banks with branches
member banks); 12 U.S.C. "1817 (State nonmember banks); and consolidated subsidiaries in U.S. terretories and
and 12 U.S.C. "161 (National banks). possessions, Edge or Agreement subsidiaries, foreign
branches, consolidated foreign subsidiaries, or
International Banking Facilities.
NOTE: The Reports of Condition and Income must be The Reports of Condition and Income are to be prepared
signed by an authorized officer and the Report of in accordance with Federal regulatory authority instructions.
Condition must be attested to by not less than
two directors (trustees) for State nonmember banks
and three directors for State member and National We, the undersigned directors (trustees), attest to the
(Banks. correctness of the Report of Condition (including the
supporting schedules) for this report date and declare that it
I, William P. O'Halloran, SVP & Controlller has been examined by us and to the best of our knowledge
------------------------------------------- and belief has been prepared in conformance with the
Name and Title of Officer Authorized to Sign Report 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 By: /s/
with the instructions issued by the appropriate Federal ---------------------------------------
regulatory authority and are true to the best of my Director (Trustee)
knowledge and belief.
By: /s/ William P. O'Hallaran By: /s/
---------------------------- ---------------------------------------
Signature of Officer Authorized to Sign Report Director (Trustee)
By: /s/
---------------------------------------
8/7/00 Director (Trustee)
Date of Signature
Submission of Reports (if other than EDS) must transmit the bank's
computer Data file to EDS.
Each bank must prepare its Reports of Condition and Income
either:
For electronic filing assistance, contact EDS Call
Report Services, 2150 N. Prospect Ave., Milwaukee,
(a) In electronic form and then file the computer data WI 53202, telephone (800) 255-1571.
file directly with the banking agencies' collection
agent, Electronic Data Systems Corporation (EDS), To fulfill the signature and attestation requirement for the
by modem or on computer diskette; or Reports of Condition and Income for this report date, attach this
signature page (or a photocopy or a computer-generated
(b) In hard-copy (paper) form and arrange for another version of this page) to the hard-copy record of the completed
party to convert the paper report to electronic form. That party report that the bank places in its files.
FDIC Certificate Number: 00867 SUNTRUST BANK
--------- -----------
RCRI 9050 Legal Title of Bank (TEXT 9010)
http://WWW.SUNTRUST.COM ATLANTA
----------------------- -------
Primary Internet Web Address of Bank City (TEXT 9130)
(Home Page), if any (TEXT 4087)
(Example: www.examplebank.com)
GA 30302
-- -----
State Abbrev. (TEXT 9200) Zip Code (TEXT 9220)
Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency
<PAGE>
FFIEC 031
Page i
Consolidated Reports of Condition and Income for 2
A Bank With domestic and Foreign Offices
------------------------------------------------------------------------------------------------------------------------------------
Table of Contents Report of Condition
Signature Page Cover Schedule RC - Balance Sheet.............. RC-1, 2
Report of Income Schedule RC-A - Cash and Balances Due
From Depository Institutions............. RC-3
Schedule RI - Income Statement ..................................RI-1, 2, 3
Schedule RC-B - Securities............... RC-3,4,5
Schedule RI-A Changes in Equity Capital..........................RI-4
Schedule RC-C - Loans and lease Financing
Receivables:
Schedule RI-B - Charge-offs and Recoveries on Part I. Loans and leases.............. RC-6,7,8
Loans and Leases and Changes in Allowance
for Credit Losses...............................................RI-4, 5 Part II. Loans to Small Businesses and
Small Farms (to be completed for the
Schedule RI-D - Income from June report only; not included in the forms
International Operations........................................RI-6 for the September and December reports). RC-8a, 8b
Schedule RI-E - Explanations.....................................RI-7, 8 Schedule RC-D - Trading Assets and Liabilities
(To be completed only by selected banks)RC-8
Disclosure of Estimated Burden
Schedule RC-E - Deposit Liabilities...... RC-9,10,11
The estimated average burden associated with this information
collection is 34.1 hours per respondent and is estimated to Schedule RC-F - Other Assets............. RC-11
vary from 15 to 400 hours per response, depending
on individual circumstances. Burden estimates include the time Schedule RC-G - Other Liabilities........ RC-11
for reviewing instructions, gathering and maintaining data in the
required form, and completing the information collection, but exclude Schedule RC-H - Selected Balance Sheet Items
the time for compiling and maintaining business records in the normal for Domestic Offices.................... RC-12
course of a respondent"s activities. A Federal agency may not
conduct or sponsor, and an organization (or a person) is not Schedule RC-1 - Selected Assets and Liabilities
required to respond to a collection of information, of IBFs................................. RC-13
unless it displays a currently valid OMB control number.
Comments concerning the accuracy of this burden Schedule RC-K - quarterly Averages....... RC-13
estimate and suggestions for reducing this burden
should be directed to the Office of Information and Schedule RC-L - Off-Balance Sheet
Regulatory Affairs, Office of Management and Budget, Items................................... RC-14,15,16
Washington, D.C. 20503, and to one of the following:
Schedule RC-M - Memoranda................ RC-17,18
Secretary
Board of Governors of the Federal Reserve System Schedule RC-N - Past Due and Nonaccrual
Washington, D.C. 20551 Loans, Leases, and Other Assets......... RC-19,20
Legislative and Regulatory analysis division Schedule RC-O - Other Data for Deposit
Office of the Comptroller of the Currency Insurance and FICO Assessments.......... RC-21,22
Washington, D.C. 20219
Schedule RC-R - Regulatory Capital....... RC-23,24
Assistant Executive Secretary
Federal Deposit Insurance Corporation Optional Narrative Statement Concerning
Washington, D.C. 20429 the Amounts Reported in the Reports
of Condition and Income................. RC-25
Special Report (to be completed by all banks)
For information or assistance, national and state nonmember banks should contact the FDIC"s Reports Analysis and Quality
<PAGE>
SUNTRUST BANK Call Date: 06/30/2000 State #: 130330 FFIEC 031
P.O. BOX 4418 CENTER 632 Vendor ID: D Cert #: 00867 RI-1
ATLANTA, GA 30302 Transit #: 61000104
3
Consolidated Report of Income
for the period January 1, 2000 - June 30, 2000
All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars.
Schedule RI - Income Statement
1480 7
Dollar Amounts in Thousands
----------------------------------------------------------------------------------------------------------------
1. Interest Income:
a. Interest and fee income on loans:
(1) In domestic offices: RIAD
----
(a) Loans secured by real estate ---------------------------------------------------------4011 1,244,442 1.a.1.a
(b) Loans to depository Instutions--------------------------------------------------------4019 4,941 1.a.1.b
(c) Loans to finance agricultural production and other loans to farmers-------------------4024 7,501 1.a.1.c
(d) Commercial and industrial loans------------------------------------------------------4012 876,441 1.a.1.d
(e) Acceptances of other banks------------------------------------------------------------4026 248 1.a.1.e
(f) Loans to individuals for household, family, and other personal expenditures:
(1) Credit cards and related----------------------------------------------------------4054 8,804 1.a.1.f.1
(2) Other-----------------------------------------------------------------------------4055 372,531 1.a.1.f.2
(g) Loans to foreign governments and official institutions--------------------------------4056 798 1.a.1.g
(h) Obligations (other than securities and leases) of states and political subdivisions
in the U.S.:
(1) Taxable obligations---------------------------------------------------------------4503 3,341 1.a.1.h.1
(2) Tax-exempt obligations------------------------------------------------------------4504 26,281 1.a.1.h.2
(I) All other loans in domestic offices---------------------------------------------------4058 84,176 1.a.1.i
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs------------------------------4059 0 1.a.2
b. Income from lease financing receivables:
(1) Taxable leases-----------------------------------------------------------------------------4505 72,580 1.b.1
(2) Tax-exempt leases--------------------------------------------------------------------------4307 3,682 1.b.2
c. Interest income on balances due from depository institutions: (1)
(1) In domestic offices------------------------------------------------------------------------4105 654 1.c.1
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs------------------------------4106 222 1.c.2
d. Interest and dividend income on securities:
(1) U.S. Treasury securities and U.S. Government agency obligations
(Including mortgage-backed securities issued
Or guaranteed by FNMA, FHLMC, or GNMA)-----------------------------------------------------4027 313,717 1.d.1
(2) Securities issued by states and political subdivisions in the U.S.:
(a) Taxable securities---------------------------------------------------------------------4506 3,993 1.d.2.a
(b) Tax-exempt securities------------------------------------------------------------------4507 8,506 1.3.2.b
(3) Other domestic debt securities
(Including mortgage-backed securities not issued
Or guaranteed by FNMA, FHLMC, or GNMA)-----------------------------------------------------3657 105,877 1.d.3
(4) Foreign debt securities-------------------------------------------------------------------3658 111 1.d.4
(5) Equity securities (including investments in mutual funds)---------------------------------3659 24,257 1.d.5
e. Interest income from trading assets-----------------------------------------------------------4069 1,857 1.e
--------
(1) Includes interest income on time certificates of deposits not held for trading.
<PAGE>
Schedule RI - Continued
4
Dollar Amounts in Thousands
--------------------------------------------------------------------------------------------------------------------
1. Interest income (continued)
f. Interest income on federal funds sold and securities purchased under RIAD Year-to-Date
----
agreements to resell________________________________________________ 4020 75,831 1.f
g. Total interest income (sum of items 1.a through 1.f)________________ 4107 3,240,791 1.g
2. Interest expense:
a. Interest on deposits:
(1) Interest on deposits in domestic offices:
(a) Transaction accounts (NOW accounts, ATS accounts, and
telephone and preauthorized transfer accounts)________________ 4508 11,306 2.a.1.a
(b) Nontransaction accounts:
(1) Money market deposit accounts (MMDAs)________________________ 4509 290,541 2.a.1.b.1
(2) Other savings deposits________________________________________ 4511 108,863 2.a.1.b.2
(3) Time deposits of $100,000 or more_____________________________ A517 191,191 2.a.1.b.3
(4) Time deposits of less than $100,000__________________________ A518 245,988 2.a.1.b.4
(2) Interest on deposits in foreign offices, Edge and agreement
subsidiaries, and IBFs___________________________________________ 4172 298,919 2.a.2
b. Expense of federal funds purchased
and securities sold under
agreements to repurchase____________________________________________ 4180 329,596 2.b
c. Interest on demand notes issued to the U.S. Treasury, trading
liabilities,
and on other borrowed money_________________________________________ 4185 142,799 2.c
d. Not applicable
e. Interest on subordinated notes and debentures______________________ 4200 38,446 2.e
f. Total interest expense (sum of items 2.a. through 2.e)_____________ 4073 1,657,649 RIAD 2.f
----
3. Net interest income (item 1.g minus 2.f)______________________________________________________ 4074 1,583,142 3.
4. Provisions:
a. Provision for credit losses_________________________________________________________________ 4230 48,034 4.a
b. Provision for allocated transfer risk_______________________________________________________ 4243 0 4.b
5. Noninterest income: RIAD
----
a. Income from fiduciary activities____________________________________ 4070 243,233 5.a
b. Service charges on deposit accounts in domestic offices_____________ 4080 223,858 5.b
c. Trading revenue (must equal Schedule RI, sum of Memorandum
items 8.a through8.d)__________________________________________________ A220 8,699 5.c
d. - e. Not applicable
f. Noninterest income:
(1) Other fee income_________________________________________________ 5407 337,431 5.f.1
(2) All other noninterest income *___________________________________ 5408 46,651 RIAD 5.f.2
----
g. Total noninterest income (sum of items 5.a. through 5.f)___________________________________ 4079 859,872 5.g
6.a. Realized gains (losses) on held-to-maturity securities_____________________________________ 3521 0 6.a
b. Realized gains (losses) on available-for-sale securities___________________________________ 3196 (2,601) 6.b
7. Noninterest expense: RIAD
----
a. Salaries and employee benefits______________________________________ 4135 703,616 7.a
b. Expenses of premises and fixed assets (net of rental income)
(excluding salaries and employee benefits and mortgage interest)____ 4217 194,707 7.b
c. Other noninterest expense *________________________________________ 4092 480,048 RIAD 7.c
----
d. Total noninterest expense (sum of items 7.a through7.c)____________________________________ 4093 1,378,371 7.d
8. Income (loss) before income taxes and extraordinary items and other
adjustments (item 3 plus or minus items 4.a, 4.b, 5.g, 6.a, 6.b, and
7.d)_________________________________________________________________________________________ 4301 1,014,008 8.
9. Applicable income taxes (on item 8)__________________________________________________________ 4302 357,820 9.
10. Income (loss) before extraordinary items and other adjustments
(item 8 minus 9)_____________________________________________________________________________ 4300 656,188 10.
11. Extraordinary items and other adjustments, net of income taxes *_____________________________ 4320 0 11.
12. Net income (loss) (sum of items 10 and 11)___________________________________________________ 4340 656,188 12.
--------------------
* Describe on Schedule RI-E - Explanations.
<PAGE>
5
Schedule RI - Continued
1481 7
Dollar Amounts in Thousands
---------------------------------------------------------------------------- --------------------------------
Memoranda
1. Interest expense incurred to carry tax-exempt securities, loans, RIAD Year-to-Date
----
leases acquired after August 7, 1986, that is not deductible for
federal income taxpurposes____________________________________________ 4513 5,053 M.1
2. Income from the sale and servicing of mutual funds and annuities in
domestic offices (included in Schedule RI, item 8)________________________ 8431 67,939 M.2
3. - 4. Not applicable
5. Number of full-time equivalent employees on payroll at end of current Number
period (round to nearest whole number)____________________________________ 4150 26,314 M.5
6. Not applicable
7. If the reporting bank has restated its balance sheet as a result of
applying push CCYY/MM/DD
accounting this calendar year, report the date of the bank's
acquisition___________________________________________________________ 9106 N/A M.7
8. Trading revenue (from cash instruments and off-balance sheet
derivative instruments)
(sum of Memorandum items 8.a. through 8.d must equal Schedule RI,
item 5.c):
a. Interest rate exposures_____________________________________________ 8757 77 M.8.a
b. Foreign exchange expenditures_______________________________________ 8758 8,622 M.8.b
c. Equity security and index exposures_________________________________ 8759 0 M.8.c
d. Commodity and other exposures_______________________________________ 8760 0 M.8.d
9. Impact on income of off-balance sheet derivatives held for purposes
other than trading:
a. Net increase (decrease) to interest income__________________________ 8761 (1,166) M.9.a
b. Net (increase) decrease to interest expense_________________________ 8762 1,101 M.9.b
c. Other (noninterest) allocations_____________________________________ 8763 0 M.9.c
10. Credit losses on off-balance sheet derivatives (see instructions)_____ A251 0 M.10
11. Does the reporting bank have a Subchapter S election in effect for YES / NO
federal income tax purposes for the current tax year?_______________ A530 NO M.11
12. Deferred portion of total applicable income taxes included in Schedule
RI, items 9 and 11 (to be reported with the December Report of Income)____ 4772 N/A M.12
--------------------
(1) For example, a bank acquired on June 1, 1998, would report 1998/06/01 *
Describe on Schedule RI-E - Explanations.
<PAGE>
6
Schedule RI-A - Changes in Equity Capital
1483 7
Indicate decreases and losses in parentheses.
Dollar Amounts in Thousands
----------------------------------------------------------------------------------------------------
1. Total equity capital originally reported in the December 31, 1999, Reports RIAD
----
of Condition and Income___________________________________________________ 3215 2,523,983 1.
2. Equity capital adjustments from amended Reports of Income, net *__________ 3216 0 2.
3. Amended balance end of previous calendar year (sum of items 1 and 2)______ 3217 2,523,983 3.
4. Net income (loss) (must equal Schedule RI, item 12)_______________________ 4340 656,188 4.
5. Sale, conversion, acquisition, or retirement of capital stock, net________ 4346 0 5.
6. Changes incident to business combinations, net____________________________ 4356 5,686,366 6.
7. LESS: Cash dividends declared on preferred stock_________________________ 4470 0 7.
8. LESS: Cash dividends declared on common stock_____________________________ 4460 702,634 8.
9. Cumulative effect of changes in accounting principles from prior years *
(see instructions for this schedule)______________________________________ 4411 0 9.
10. Corrections of material accounting errors from prior years * (see
instructions for this schedule)___________________________________________ 4412 0 10.
11. a Change in net unrealized holding gains (losses) on available-for-sale
securities_____________________________________________________________ 8433 (63,869) 11.a
b. Change in accumulated net gains (losses) on cash flow hedges_________ 4574 0 11.b
12. Foreign currency translation adjustments__________________________________ 4414 0 12
13. Other transactions with parent holding company * (not included in item 5,
7, or 8 above) ___________________________________________________________ 4415 (30,889) 13
14. Total equity capital end of current period (sum of items 3 through 13)
(must equal Schedule RC, item 28)_____________________________________________ 3210 8,069,145 14
--------------------
* Describe on Schedule RI-E - Explanations.
Schedule RI-B - Charge-offs and Recoveries on Loans and Leases and
Changes in Allowance for Credit Losses
Part I. Charge-offs and Recoveries on Loans and Leases (1)
1486 7
Part I excludes charge-offs and recoveries through the
allocated transfer risk reserve
Dollar Amounts in Thousands
---------------------------------------------------------- -----------------------------------------
----Calendar year-to-date----
( Column A ) ( Column B
)
1. Loans secured by real estate: RIAD Charge-offs RIAD Recoveries
---- ----
a. To U.S. addressees (domicile)____________________ 4651 5,695 4661 3,473 1.a
b. To non-U.S. addressees (domicile)________________ 4652 0 4662 0 1.b
2. Loans to depository institutions and acceptances of
other banks:
a. To U.S. banks and other U.S. depository
institutions_____________________________________ 4653 0 4663 0 2.a
b. To foreign banks_________________________________ 4654 0 4664 0 2.b
3. Loans to finance agricultural production and other
loans to farmers____________________________________ 4655 0 4665 0 3
4. Commercial and industrial loans:
a. To U.S. addressees (domicile)___________________ 4645 33,448 4617 6,800 4.a
b. To non-U.S. addressees (domicile)_______________ 4646 0 4618 39 4.b
5. Loans to individuals for household, family, and other
personal expenditures:
a. Credit cards and related plans___________________ 4656 1,669 4666 725 5.a
b. Other (includes single payment, installment, and
all student loans)__________________________________ 4657 25,875 4667 13,093 5.b
6. Loans to foreign governments and official
institutions________________________________________ 4643 0 4627 0 6
7. All other loans_____________________________________ 4644 3,409 4628 1,285 7
8. Lease financing receivables:
a. Of U.S. addressees (domicile)____________________ 4658 1,456 4668 286 8.a
b. Of non-U.S. addressees (domicile)________________ 4659 0 4669 0 8.b
9. Total (sum of items 1 through 8)____________________ 4635 71,552 4605 25,701 9
<PAGE>
7
Schedule RI-B - Continued
Part I. Continued
Memoranda
Dollar Amounts in Thousands
---------------------------------------------------------- -----------------------------------------
1. - 3. Not applicable ----Calendar year-to-date----
4. Loans to finance commercial real estate, ( Column A ) ( Column B)
construction, and land development activities RIAD Charge-offs RIAD Recoveries
(not secured by real estate) (included in ---- ----
Schedule RI-B, part I items 4 and 7, above______ 5409 0 5410 0 M.4
5. Loans secured by real estate in domestic offices
(included in Schedule RI-B, part I, item 1, above):
a. Construction and land development________________ 3582 113 3583 0 M.5.a
b. Secured by farmland______________________________ 3584 0 3585 0 M.5.b
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_____________________ 5411 949 5412 2,182 M.5.c.1
(2) All other loans secured by 1-4 family
residential properties____________________ 5413 3,388 5414 951 M.5.c.2
d. Secured by multifamily (5 or more) residential
properties_______________________________________ 3588 0 3589 0 M.5.d
e. Secured by nonfarm nonresidential properties_____ 3590 1,245 3591 340 M.5.e
Part II. Continued
Memoranda
Dollar Amounts in Thousands
---------------------------------------------------------- -----------------------------------------
RIAD
1. Balance originally reported in the December 31, 1999, Reports of Condition
and Income__________________________________________________________________ 3124 123,398 1.
2. Recoveries (must equal or exceed part I, item 9, column B above)____________ 2419 25,701 2.
3. LESS: Charge-offs (must equal or exceed part I, item 9, column A above)_____ 2432 71,552 3.
4. Provision for credit losses (must equal Schedule RI, item 4.a)______________ 4230 48,034 4.
5. Adjustments * (see instructions for this schedule)__________________________ 4815 729,639 5.
6. Balance end of current period (sum of items 1 through 5) (must equal or
exceed Schedule RC, item 4.b)__________________________________________________ A512 855,220 6.
--------------------
* Describe on Schedule RI-E - Explanations.
<PAGE>
8
Schedule RI-D - Income from International Operations
For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs
where international operations account for more than 10 percent of total
revenues, total assets, or net income.
Part I. Estimated Income from International Operations
1492 7
Dollar Amounts in Thousands
---------------------------------------------------------- -----------------------------------------
1. Interest income and expense booked at foreign offices, Edge and Agreement
subsidiaries, and IBFs: RIAD Year-to-Date
----
a. Interest Income booked_________________________________________________ 4837 0 1.a
b. Interest expense booked________________________________________________ 4838 0 1.b
c. Net interest income booked at foreign offices, Edge and Agreement
subsidiaries, and IBFs (item 1.a minus 1.b)___________________________ 4839 0 1.c
2. Adjustments for booking location of international operations:
a. Net interest income attributable to international operations booked at
domestic offices_______________________________________________________ 4840 0 2.a
b. Net interest income attributable to domestic business booked at
foreign offices________________________________________________________ 4841 0 2.b
c. Net booking location adjustment (item 2.a minus 2.b)___________________ 4842 0 2.c
3. Noninterest income and expense attributable to international operations:
a. Noninterest income attributable to international_______________________ 4097 0 3.a
b. Provision for loan and lease losses attributable to international
operations_____________________________________________________________ 4235 0 3.b
c. Other noninterest expense attributable to international
operations_____________________________________________________________ 4239 0 3.c
d. Net noninterest income (expense) attributable to international
operations (item 3.a minus3.b and3.c)__________________________________ 4843 0 3.d
4. Estimated pretax income attributable to international operations before
capital allocation adjustment (sum of items 1.c, 2.c, and 3.d)_____________ 4844 0 4
5. Adjustment to pretax income for internal allocations to international
operations to reflect the effects of equity capital on overall bank
funding costs______________________________________________________________ 4845 0 5
6. Estimated pretax income attributable to international operations after
capital allocation adjustment (sum of items 4 and 5)_______________________ 4846 0 6
7. Income taxes attributable to income from international operations as
estimated in item 6________________________________________________________ 4797 0 7
8. Estimated net income attributable to international operations (item 6
minus 7)___________________________________________________________________ 4341 0 8
Dollar Amounts in Thousands
---------------------------------------------------------------------------------------------------
Memoranda RIAD
----
1. Intracompany interest income included in item 1.a above____________________ 4847 0 M.1
2. Intracompany interest expense included in item 1.b above___________________ 4848 0 M.2
Part II. Supplementary Details on Income from International Operations Required by the
Departments of Commerce and Treasury for Purposes of the U.S. International
Accounts and the U.S. National Income and Product Accounts
Dollar Amounts in Thousands
---------------------------------------------------------------------------------------------------
RIAD Year-to-Date
----
1. Interest income booked at IBFs_____________________________________________ 4849 0 1
2. Interest expense booked at IBFs____________________________________________ 4850 0 2
3. Noninterest income attributable to international operations booked at
domestic offices
(excluding IBFs)
a. Gains (losses) and extraordinary items_________________________________ 5491 0 3.a
b. Fees and other noninterest income______________________________________ 5492 0 3.b
4. Provision for loan and lease losses attributable to international
operations booked at domestic offices (excluding IBFs)____________________ 4852 0 4
5. Other noninterest expense attributable to international operations booked
at domestic offices (excluding IBFs)______________________________________ 4853 0 5
<PAGE>
9
Schedule RI-E - Explanations
Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.
Detail all adjustments in Schedules RI-A and RI-B, all extraordinary items and
other adjustments in Schedule RI, and all significant items of other noninterest
income and other noninterest expense in Schedule RI. (See instructions for
details.)
1495 7
Dollar Amounts in Thousands
---------------------------------------------------------- -----------------------------------------
1. All other noninterest income (from Schedule RI, item 5.f.(2))
Report amounts that exceed 10% of Schedule RI, item 5.f.(2): RIAD Year-to-Date
----
a. Net gains (losses) on other real estate owned_________________________ 5415 0 1.a
b. Net gains (losses) on sales of loans__________________________________ 5416 0 1.b
c. Net gains (losses) on sales of premises and fixed assets______________ 5417 0 1.c
Itemize and describe the three largest other amounts that exceed 10% of
Schedule RI, Item 5.f.(2):
TEXT RIAD
----
d. 4461 SALE OF ORIG SVC RIGHTS 4461 8,256 1.d
e. 4462 OTHER INCOME 4462 13,214 1.e
f. 4463 FOREIGN EXCHANGE GAIN/LOSS 4463 8,622 1.f
2. 2.Other noninterest expense (from Schedule RI, item 7.c): Year-to-Date
a. Amortization expense of intangible assets____________________________ 4531 11,002 2.a
Report amounts that exceed 10% of Schedule RI, item 7.c:
b. Net gains (losses) on other real estate owned________________________ 5418 0 2.b
c. Net gains (losses) on sales of loans_________________________________ 5419 0 2.c
d. Net gains (losses) on sales of premises and fixed ssets______________ 5420 0 2.d
Itemize and describe the three largest other amounts that exceed 10% of
Schedule RI, Item 7.c:
TEXT RIAD
----
e. 4464 4464 0 2.e
f. 4467 4467 0 2.f
g. 4468 4468 0 2.g
3. Extraordinary items and other adjustments and applicable income tax effect
(from Schedule RI, item 11. B) (itemize and describe all extraordinary items
and other adjustments):
TEXT
a. (1) 6673 Effect of adopting FAS 133, RIAD
"Accounting for Derivative Instruments and Hedging ----
Activities" RIAD 6373 0 3.a.1
----
(2) Applicable income tax effect______________________ 4486 0 3.a.2
b. (1) 4487 4487 0 3.b.1
(2) Applicable income taxeffect_______________________ 4488 0 3.b.2
c. (1) 4489 4489 0 3.c.1
(2) Applicable income tax effect______________________ 4491 0 3.c.2
4. 4. Equity capital adjustments from amended Reports of Income (from Schedule
RI-A, item 2)
(itemize and describe all adjustments) RIAD
----
TEXT 4492 0 4.a
a. 4492 4493 0 4.b
b. 4493
5. Cumulative effect of changes in accounting principles from prior years
(from Schedule RI-A, item 9) (itemize and describe all changes in
accounting principles): RIAD
----
TEXT 4494 0 5.a
a. 4494 4495 0 5.b
b. 4495
6. Corrections of material accounting errors from prior years (from Schedule
RI-A, item 10)
(itemize and describe all corrections): RIAD
----
TEXT 4496 0 6.a
a. 4496 4497 0 6.b
b. 4497
<PAGE>
10
Schedule RI-E - Explanations
Dollar Amounts in Thousands
---------------------------------------------------------- -----------------------------------------
7. Other transactions with parent holding company (from Schedule RI-A, item 13)
(itemize and describe all such transactions): RIAD Year-to-Date
----
TEXT 4498 (30,889) 7.a
a. 4498 MERGER OF BANKS INTO 1 CHARTER 4499 0 7.b
b. 4499
8. Adjustments to allowance for credit losses (from Schedule RI-B, item 5)
(itemize and describe all such adjustments):
TEXT RIAD Year-to-Date
----
a. 4521 MERGER OF BANKS INTO 1 CHARTER 4521 729,639 8.a
b. 4522 4522 0 8.b
1498 1499 7
9. Other explanations (the space below is provided for bank to briefly describe, at its option, any
other significant items facing the Report of Incor RIAD
X = NO COMMENT - Y = COMMENT______________________4769 X
Other explanations (please type or print clearly):
TEXT 4769 ( 70 characters per line )
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
<PAGE>
11
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 2000
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
C400 7
Dollar Amounts in Thousands
-------------------------------------------------------------------------------------------------
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD
----
a. Noninterest-bearing balances and currency and coin (1)_____________ 0081 3,558,361 1.a
b. Interest-bearing balances (2)______________________________________ 0071 17,246 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)_________ 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)_______ 1773 15,075,833 2.b
3. Federal funds sold and securities purchased under agreements to resell_ 1350 2,546,167 3
4. Loans and lease financing receivables: RCFD 4.a
----
a. Loans and leases, net of unearned income (from Schedule 4.b
RC-C)___________________________________________________2122 72,659,542 4.c
b. LESS: Allowance for loan and lease losses_______________3123 855,220
c. LESS: Allocated transfer risk reserve___________________3128 0
d. Loans and leases, net of unearned income, RCFD
allowance, and reserve (item 4.a minus 4.b and ----
4.c)_______________________________________________________________ 2125 71,804,322 4.d
5. Trading assets (from Schedule RC-D)____________________________________ 3545 143,815 5.
6. Premises and fixed assets (including capitalized leases)_______________ 2145 1,281,989 6.
7. Other real estate owned (from Schedule RC-M)___________________________ 2150 35,989 7.
8. Investments in unconsolidated subsidiaries and associated companies
from Schedule RC-M)____________________________________________________ 2130 0 8.
9. Customers' liability to this bank on acceptance outstanding____________ 2155 168,835 9.
10. Intangible assets (from Schedule RC-M)_________________________________ 2143 581,254 10.
11. Other assets (from Schedule RC-F_______________________________________ 2160 1,772,511 11.
12. Total assets (sum of items 1 through 11)_______________________________ 2170 96,986,322 12
--------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
12
Schedule RC - Continued
Dollar Amounts in Thousands
---------------------------------------------------------- -----------------------------------------
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, RCON
----
part I)_________________________________________________RCON 2200 57,796,821 13.a
----
(1) Noninterest-bearing (1)____________________________6631 11,446,978 13.a.1
(2) Interest-bearing____________________________________6636 46,349,843 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries,
and IBFs (from Schedule RC-E, part II)__________________RCFN RCFN
---- ----
2200 11,528,832 13.b
(1)Noninterest-bearing__________________________________6631 0 13.b.1
(2)Interest-bearing_____________________________________6636 11,528,832 RCFD 13.b.2
----
14. Federal funds purchased and securities sold under agreements to
repurchase_______________________________________________________________ 2800 11,129,477 14
RCON
----
15.a. Demand notes issued to the U.S. Treasury_______________________________ 2840 1 15.a
RCFD
----
15. b. Trading liabilities (from Schedule RC-D) 3548 0 15.b
16. Other borrowed money (includes mortgage indebtedness and
obligations under capitalized leases):
a. With a remaining maturity of one year or less_________________________ 2332 1,277,333 16.a
b. With a remaining maturity of more than one year through three years___ A547 2,509,678 16.b
c. With a remaining maturity of more than three years____________________ A548 1,412,939 16.c
17. Not applicable
18. Bank's liability on acceptances executed and outstanding_________________ 2920 168,835 18
19. Subordinated notes and debentures(2)_____________________________________ 3200 1,068,000 19
20. Other liabilities (from Schedule RC-G)___________________________________ 2930 2,025,261 20
21. Total liabilities (sum of items 13 through 20)___________________________ 2948 88,917,177 21
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus____________________________ 3838 0 23
24. Common stock_____________________________________________________________ 3230 21,600 24
25. Surplus (exclude all surplus related to preferred stock)_________________ 3839 2,545,484 25
26. a. Undivided profits and capital reserves________________________________ 3632 4,811,305 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities 8434 690,756 26.b
c. Accumulated net gains (losses) on cash flow hedges____________________ 4336 0 26.c
27. Cumulative foreign currency translation adjustments_____________________ 3284 0 27
28. Total equity capital (sum of items 23 through 27)________________________ 3210 8,069,145 28
29. Total liabilities and equity capital (sum of items 21 and 28)____________ 3300 96,986,322 29
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of statement below that best
describes the most comprehensive level of auditing work performed for
the bank by independent external RCFD Number
----
auditors as of any date during 1999_____________________________________ 6724 N/A M.1
------------------------------------------------------------------------------------------------------------------
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by
submits a report on the consolidated holding company (but external auditors
not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in accordance with 8 = No external audit work
generally accepted auditing standards by a certified
public accounting firm (may be required by state chartering
authority)
--------------------
(1) Includes total demand deposits and noninterest-bearing time and savings deposits.
(2) Includes limited-life preferred stock and related surplus.
<PAGE>
13
Schedule RC-A - Cash and Balances Due From Depository Institutions
Excludes assets held for trading.
C405 7
Dollar Amounts in Thousands
----------------------------------------------------------- -------------------------------------------
--(Column A)-- --(Column B)--
Consolidated Domestic
1. Cash items in process of collection, unposted debits, RCFD Bank Offices
----
and currency and coin__________________________________ 0022 3,455,309 RCON 1
----
a. Cash items in process of collection and unposted debits_________________ 0020 2,719,524 1.a
b. Currency and coin_______________________________________________________ 0080 735,785 1.b
2. Balance due from depository institutions in the U.S.________________________ 0082 110,314 2
a. U.S. branches and agencies of foreign banks
(including their IBFs) 0083 0 2.a
b. Other commercial banks in the U.S. and other
depository institutions in the U.S. (including their
IBFs)_______________________________________________ 0085 110,314 2.b
3. Balances due from banks in foreign countries and foreign central banks______ 0070 9,984 3
a. Foreign branches of other U.S. banks________________ 0073 0 3.a
b. Other banks in foreign countries and foreign
central banks_______________________________________ 0074 9,984 3.b
4. Balances due from Federal Reserve Banks_________________ 0090 0 0090 0 4
5. Total (sum of items 1 through 4) (total of column A must equal
Schedule RC, sum of items 1.a and 1.b)__________________ 0010 3,575,607 0010 3,575,607 5
Memorandum Dollar Amounts in Thousands
---------------------------------------------------------------------------------------------------------------
1. Noninterest-bearing balances due from commercial banks in the U.S. RCON
----
(included in item 2, column B above)______________________________________ 0050 92,929 M.1
Schedule RC-B - Securities
Excludes assets held for trading.
C410 7
Dollar Amounts in Thousands
---------------------------------------------------------------------------------------------------------------
----Held-to-Maturity---- ----Available-for-sale----
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value (1)
RCFD RCFD RCFD RCFD
---- ---- ---- ----
1. U.S. Treasury securities___________ 0211 0 0213 0 1286 362,129 1287 361,938 1
2. U.S. Government agency obligations
(exclude mortgage-backed
securities):
a. Issued by U.S. Government
agencies (2)___________________ 1289 0 1290 0 1291 0 1293 0 2.a
b. Issued by U.S.Government-
sponsored agencies
(3)___________________________ 1294 0 1295 0 1297 2,291,855 1298 2,238,766 2.b
--------------------
(1) Includes equity securities without readily determinable fair value at
historical cost in item 6.b, column D.
(2) Includes Small Business Administration 'Guaranteed Loan Pool Certificates,'
U.S. Marine Administration obligations, and
Export - Import Bank participation certificates.
(3) Includes obligations (other than mortgage-backed securities) issued by the
Farm Credit System, the Federal Home Loan Bank System, The Federalh 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.
<PAGE>
14
Schedule RC-B - Continued
Dollar Amounts in Thousands
----------------------------------------------------------- -------------------------------------------------------
----Held-to-Maturity---- ----Available-for-sale----
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value (1)
3. Securities issued by states and
political RCFD RCFD RCFD RCFD
---- ---- ---- ----
subdivisions in the U.S.:
a. General obligations_________ 1676 0 1677 0 1678 246,604 1679 249,335 3.a
b. Revenue obligations_________ 1681 0 1686 0 1690 138,753 1691 134,097 3.b
c. Industrial development
and similar
obligations_________________ 1694 0 1695 0 1696 29,600 1697 29,600 3.c
4. Mortgage-backed securities
(MBS):
a. Pass-through securities:
(1) Guaranteed by GNMA______ 1698 0 1699 0 1701 477,217 1702 470,699 4.a.1
(2) Issued by FNMA and
FHLMC___________________ 1703 0 1705 0 1706 1,912,115 1707 1,850,632 4.a.2
(3) Other pass-through
securities______________ 1709 0 1710 0 1711 531 1713 531 4.a.3
b. Other mortgage-backed
securities (include CMOs,
REMICs and stripped MBS): RCFD RCFD RCFD RCFD
---- ---- ---- ----
(1) Issued or guaranteed
by FNMA, FHLMC, or
GNMA___________________ 1714 0 1715 0 1716 4,563,756 1717 4,436,090 4.b.1
(2) Collateralized by MBS
issued or guaranteed by
FNMA, FHLMC, or GNMA___ 1718 0 1719 0 1731 0 1732 0 4.b.2
(3) All other mortgage-
backed securities______ 1733 0 1734 0 1735 47,808 1736 47,808 4.b.3
5. Other debt securities:
a Other domestic debt
securities__________________ 1737 0 1738 0 1739 3,216,382 1741 3,142,310 5.a
b Foreign debt
securities__________________ 1742 0 1743 0 1744 3,175 1746 3,175 5.b
6. Equity securities:
a. Investments in mutual funds and
other equity securities with RCFD RCFD
---- ----
readily determinable fair
values______________________________________________________ A510 287,890 A511 1,745,218 6.a
b. All other equity securities(1)_______________________________ 1752 365,634 1753 365,634 6.b
7. Total (sum of items 1 through 6)
(total of Column A must equal
Schedule RC item 2.a)
(total of column D must
equal Schedule RC, item RCFD RCFD RCFD RCFD
---- ---- ---- ----
2.b)__________________________ 1754 0 1771 0 1772 13,943,449 1773 15,075,833 7
--------------------
(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.b, column D.
<PAGE>
15
Schedule RC-B - Continued
C412 7
Memoranda Dollar Amounts in Thousands
---------------------------------------------------------- -----------------------------------------
RCFD
1. Pledged securities (2) 0416 10,387,468 M.1
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 in the U.S.; other non-mortgage debt
securities; and mortgage pass-through securities other than those RCFD
backed by closed-end first lien 1-4 family residential mortgages ----
with a remaining maturity or repricing frequency of: (3,4) A549 157,376 M.2.a1
(1) Three months or less_______________________________________________ A550 250,515 M.2.a2
(2) Over three months through 12 months________________________________ A551 789,757 M.2.a3
(3) Over one year through three years__________________________________ A552 3,537,364 M.2.a4
(4) Over three years through five years________________________________ A553 837,106 M.2.a5
(5) Over five years through 15 years___________________________________ A554 609,355 M.2.a6
(6) Over 15ears________________________________________________________
b. Mortgage pass-through securities backed by closed-end lien 1-4 family
residential mortgages with a remaining maturity or repricing
frequency of: (3,5)____________________________________________________ A555 314,355 M.2.b1
(1) Three months or less_______________________________________________ A556 457,784 M.2.b2
(2) Over three months through 12 months________________________________ A557 195,174 M.2.b3
(3) Over one year through three years__________________________________ A558 210,239 M.2.b4
(4) Over three years through five years________________________________ A559 981,253 M.2.b5
(5) Over five years through 15 years___________________________________ A560 140,805 M.2.b6
c. Other mortgage-backed securities (includes CMOs, REMICs, and stripped
MBS; exclude mortgage pass-through securities) with an expected average
life of: (6) A561 1,621,933 M.2.c1
(1) Three years or less________________________________________________ A562 2,861,965 M.2.c2
(2) Over three years___________________________________________________
d. Debt securities with a REMAINING MATURITY of one
year or less (included in Memorandum items 2.a through 2.c above)______ A248 387,927 M.2.d
3. -6. Not applicable
7. Amortized cost of held-to-maturity securities sold or transferred to
available-for-sale or trading securities during calendar year-to-date
(report the amortized cost at date of sale or transfer)______________________ 1778 0 M.7
8. Not applicable
9. Structured notes (included in the held-to-maturity and available-for-sale
accounts in Schedule RC-B, items 2, 3, and 5):
a. Amortized cost____________________________________________________________ 8782 1,707 M.9.b
b. Fair value________________________________________________________________ 8783 1,634 M.9.a
-------------
(1) Includes held-to-maturity securities at amortized cost and
available-for-sale securities at fair value.
(2) Exclude equity securities, e.g., investments in mutual funds, Federal
Reserve stock, common stock, and preferred stock.
(3) Report fixed rate debt securities by remaining maturity and floating rate
debt securities by repricing frequency.
(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 and 5, 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.
(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 family
residential mortgages included in Schedule-N, time 9, column C, must equal
Schedule RC-B, sum of items 1, 2, 3 and 5, 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.
<PAGE>
16
Schedule RC-C - Loans and Lease Financing Receivables
Part I. Loans and Leases
Do not deduct the allowance for loan and lease losses from amounts reported in
this schedule. Report total loans and leases, net of unearned income. Exclude
assets held for trading and commercial paper.
C415 7
Dollar Amounts in Thousands
-----------------------------------------------------------------------------------------------------
--(Column A)-- --(Column B)--
Consolidated Domestic
RCFD Bank Offices
----
1. Loans secured by real estate__________________________ 1410 33,064,251 RCON 1
----
a. Construction and land development______________________________________ 1415 2,768,862 1.a
b. Secured by farmland (including farm residential
and other improvements)________________________________________________ 1420 198,291 1.b
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_____________________________________________ 1797 2,068,024 1.c.1
(2) All other loans secured by 1-4 family
residential properties:
(a) Secured by first liens_________________________________________ 5367 18,819,724 1.c.2a
(b) Secured by junior liens________________________________________ 5368 1,408,346 1.c.2b
d. Secured by multifamily (5 or more) residential
properties_____________________________________________________________ 1460 473,671 1.d
e. Secured by nonfarm nonresidential properties___________________________ 1480 7,327,333 1.e
2. Loans to depository institutions:
a. To commercial banks in the U.S.________________________________________ 1505 101,063 2.a
(1) To U.S. branches and agencies of foreign banks 1506 59 2.a1
(2) To other commercial banks in the U.S.__________ 1507 101,004 2.a2
b. To other depository institutions in the U.S._______ 1517 0 1517 0 2.b
c. To banks in foreign countries__________________________________________ 1510 51,135 2.c
(1) To foreign branches of other U.S. banks________ 1513 0 2.c1
(2) To other banks in foreign countries____________ 1516 51,135 2.c2
3. Loans to finance agricultural production and other
loans to farmers_______________________________________ 1590 173,499 1590 173,499 3.
4. Commercial and industrial loans:
a. To U.S. addressee(domicile)________________________ 1763 23,645,379 1763 23,645,379 4.a
b. To non-U.S. addressees(domicile)___________________ 1764 347,180 1764 347,180 4.b
5. Acceptances of other banks:
a. Of U.S. banks______________________________________ 1756 0 1756 0 5.a
b. Of foreign banks___________________________________ 1757 0 1757 0 5.b
6. Loans to individuals for household, family, and other
personal expenditures (i.e., consumer loans) (includes
purchased paper)___________________________________________________________ 1975 9,188,096 6
a. Credit cards and related plans (includes check
credit and other revolving credit plans)____________ 2008 142,289 6.a
b. Other (includes single payment, installment, and
all student loans)__________________________________ 2011 9,045,807 6.b
7. Loans to foreign government and official institutions
(including foreign central banks)______________________ 2081 22,679 2081 22,679 7
8. Obligations (other than securities and leases) of
states and political subdivisions in the U.S.__________ 2107 1,050,123 2107 1,050,123 8
9. Other loans____________________________________________ 1563 2,719,047 9
a. Loans for purchasing or carrying securities (secured
and unsecured)_________________________________________________________ 1545 745,592 9.a
b. All other loans (exclude consumer loans)_______________________________ 1564 1,973,455 9.b
10. Lease financing receivables (net of unearned income)______________________ 2165 2,297,090 10
a. To U.S. addressees (domicile)______________________ 2182 2,297,090 10.a
b. To non-U.S. addressees (domicile)__________________ 2183 0 10.b
11. LESS: Any unearned income on loans reflected in items
1-9 above_________________________________________________ 2123 0 2123 0 11.
12. Total loans and leases, net of unearned income (sum of
items 1 through 10 minus item 11) (total of column A must
equal Schedule RC, item 4.a)______________________________ 2122 72,659,542 2122 72,659,542 12
<PAGE>
17
Schedule RC-C - Continued
Part I. Continued
Memoranda Dollar Amounts in Thousands
---------------------------------------------------------- -----------------------------------------
1. Not applicable
2. Loans and Leases restructured and in compliance with modified terms
(included in Schedule RC-C, part I, above and not reported as past due
or nonaccrual in Schedule RC-N, Memorandum item 1):
a. Loans secured by real estate: RCFD
----
(1) To U.S. addressees (domicile)____________________________________ 1687 14,919 M.2.a.1
(2) To non-U.S. addressees (domicile)_________________________________ 1689 0 M.2.a.2
b. All other loans and lease financing receivables (exclude loans to
individuals for household, family and other personal expenditures)_____ 8691 0 M.2.b
c. Commercial and industrial loans to and lease financing receivables
of non-U.S. addressees (domicile) included in Memorandum item 2.b
above__________________________________________________________________ 8692 0 M.2.c
3. 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 in domestic offices (reported in Schedule RC-C, part I,
item 1.c.(2)(a), column B) with a remaining maturity or repricing
frequency of: (1, 2) RCFD
----
(1) Three months or less______________________________________________ A564 225,370 M.3.a1
(2) Over three months through 12 months_______________________________ A565 3,587,855 M.3.a2
(3) Over one year through three years_________________________________ A566 1,661,821 M.3.a3
(4) Over three years through five years_______________________________ A567 6,592,964 M.3.a4
(5) Over five years through 15 ears___________________________________ A568 3,761,468 M.3.a5
(6) Over 15 years_____________________________________________________ A569 2,916,237 M.3.a6
b. All loans and leases (reported in Schedule RC-C, part I, items 1
through 10, column A) EXCLUDING closed-end loans secured by first
liens on 1-4 family residential properties in domestic offices
(reported in Schedule RC-C, part I item 1.c.(2)(a), column B) with a
remaining maturity or repricing frequency of: (1,3) RCON
----
(1) Three months or less______________________________________________ A570 25,904,919 M.3.b1
(2) Over three months through 12 months_______________________________ A571 4,115,941 M.3.b2
(3) Over one year through three years_________________________________ A572 6,783,503 M.3.b3
(4) Over three years through five years_______________________________ A573 9,628,981 M.3.b4
(5) Over five years through 15 years__________________________________ A574 5,753,679 M.3.b5
(6) Over 15 years_____________________________________________________ A575 1,446,274 M.3.b6
c. Loans and leases (reported in Schedule RC-C, part I, items 1
through 10, column A) with a REMAINING MATURITY of one year or
less___________________________________________________________________ A247 14,923,731 M.3.c
d. Loans secured by nonfarm nonresidential properties in RCON
domestic offices (reported in Schedule RC-C, part I, item 1.e, column ----
B) with a REMAINING MATURITY of over five years________________________ A577 2,847,184 M.3.d
e. Commercial and industrial loans (reported in Schedule RC-C RCFD
part I, Item 4, column A) with a REMAINING MATURITY of over three ----
years_______________________________________________________________ A578 8,772,050 M.3.e
--------------------
(1) Report fixed rate loans and leases by remaining maturity and floating rate
loans by repricing frequency.
(2) Sum of Memorandum items 3.a.(1) through 3.a.(6) plus total nonaccrual
closed-end loans secured by first liens on 1-4 family residential
properties included in Schedule RC-N, Memorandum item 3.c.(2), 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 3.b.(1) through 3.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 in domestic offices included in Schedule RC-N,
Memorandum items 3.c.(2), column C, must equal total loans and leases from
Schedule RC-C, Part I, sum or items 1 through 10, column A, minus total
closed-end loans secured by first liens on 1-4 family residential
properties in domestic offices from Schedule RC-C, part I, item 1.c.(2)(a),
column B.
<PAGE>
18
Schedule RC-C - Continued
Part I. Continued
Memoranda Dollar Amounts in Thousands
---------------------------------------------------------- -----------------------------------------
4. Loans to finance commercial real estate, construction, and land RCFD
development activities (not secured by real estate) included in ----
Schedule RC-C, part I, items 4 and 9, column A, page RC-6(1)_______________ 2746 1,105,675 M.4
5. Loans and leases held for sale (included in Schedule RC-C, part I,
page RC-6)_________________________________________________________________ 5369 1,345,694 M.5
6. Adjustable rate closed-end loans secured by first liens on 1-4 family RCON
residential properties in domestic offices (included in Schedule RC-C, ----
part I, item 1.c.(2)(a), column B, page RC-6)_____________________________ 5370 11,426,398 M.6
--------------------
(1) Exclude loans secured by real estate that are included in Schedule RC-C,
part I, item 1, column A.
Schedule RC-D - Trading Assets and Liabilities
Schedule RC-D is to be completed by banks with $1 billion or more in total
assets or with $2 billion or more in par/notional amount of off-balance sheet
derivative contracts (as reported in Schedule RC-L, items 14.a through 14.e,
columns A through D).
C420 7
Dollar Amounts in Thousands
---------------------------------------------------------- -----------------------------------------
ASSETS RCON
----
1. U.S. Treasury securities in domestic offices______________________________ 3531 0 1
2. U.S. Government agency obligations in domestic offices (exclude mortgage-
backed securities)________________________________________________________ 3532 0 2
3. Securities issued by states and political subdivisions in the U.S. in
domestic offices__________________________________________________________ 3533 5,520 3
4. Mortgage-backed securities (MBS) in domestic offices:
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or
GNMA___________________________________________________________________ 3534 0 4.a
b. Other mortgage-backed securities issued or guaranteed by FNHA, FHLMC,
or GNMA (include CMOs, REMICs, and stripped MBS)_______________________ 3535 0 4.b
c. All other mortgage-backed securities___________________________________ 3536 0 4.c
5. Other debt securities in domestic offices_________________________________ 3537 0 5
6. - 8. Not applicable
9. Other trading assets in domestic offices__________________________________ 3541 138,295 9
RCFN
----
10. Trading assets in foreign offices________________________________________ 3542 0 10
11. Revaluation gains on interest rate, foreign exchange rate, and other
commodity equity contracts: RCON
----
a. In domestic offices_________________________________________________ 3543 0 11.a
RCFN
----
b. In foreign offices_________________________________________________ 3543 0 11.b.
RCFD
----
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC,
item 5)__________________________________________________________________ 3545 143,815 12
LIABILITIES RCFD
----
13. Liability for short positions___________________________________________ 3546 0 13
14. Revaluation losses on interest rate, foreign exchange rate, and other RCFD
----
commodity and equity contracts___________________________________________ 3547 0 14
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule
RC, item 15.b)___________________________________________________________ 3548 0 15
<PAGE>
18a
Schedule RC-C - Continued
Part II. Loans to Small Businesses and Small Farms
Schedule RC-C, part II is to be reported only with the June Report of Condition.
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 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 C418 7
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" in domestic offices reported in Schedule RC-C,
part I, item 1.3, column B, and all or substantially all of the dollar
volume of your bank's "Commercial and Industrial loans to U.S. addresses"
in domestic offices reported in Schedule RC-C, part I, item 4.a, column B,
have original amounts of $100,000 or less (if your bank has no loans
outstanding in BOTH of these two loans categories, RCON YES / NO
place an "X" in the box marked "NO.")__________________________________6999 NO 1
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 loan categories, skip items 2 through 4, and go
to item 5.
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" in domestic
offices reported in Schedule RC-C, part I, item 1.e, column B RCON Number
(Note: Item 1.e, column B, divided by the number of loans should ---- of Loans
NOT exceed $100,000.)___________________________________________ 5562 0 2.a
b. "Commercial and industrial loans to U.S. addresses" in domestic
offices reported in Schedule RC-C, part I, item 4.a, column B
(Note: Item 4.a, column B, divided by the number of loans should
NOT exceed $100,000.) __________________________________________ 5563 0 2.b
Dollar Amounts in Thousands
----------------------------------------------------------------------------- -------- ----------- -------- ----------- -----
3. Number and amount currently outstanding of "Loans secured by nonfarm (Column A) (Column B)
nonresidential properties" in domestic offices reported in Schedule RC-C, Number Amount
part I, item 1.3, column B (sum of items 3.a through 3.c must be less than of Loans Currently
or equal to Schedule RC-C, part I, item 1.3, column B): RCON RCON Outstanding
---- ----
a. With original amounts of $100,000 or less_______________________ 5564 5,551 5565 242,107 3.a
b. With original amounts of more than $100,000 through $250,000____ 5566 5,211 5567 712,313 3.b
c. With original amounts of more than $250,000 through $1,000,000__ 5568 5,426 5569 2,220,791 3.c
4. Number and amount currently outstanding of "Commercial and industrial
loans to U.S. addressees' in domestic offices reported in Schedule RC-C,
part I, item 4.a, column B (sum of items 4.a through 4.c must be less
than or equal to Schedule RC-C, part I, item 4.a, column B):
industrial loans to U.S.
a. With original amounts of $100,000 or less_______________________ 5570 37,385 5571 761,529 4.a
b. With original amounts of more than $100,000 through $250,000____ 5572 4,767 5573 527,989 4.b
c. With original amounts of more than $250,000 through $1,000,000__ 5574 4,056 5575 1,291,488 4.c
<PAGE>
18b
Schedule RC-C-Continued
Part II, Continued
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)" in domestic offices
reported in Schedule RC-C, part I, item 1.b, column B, and all or
substantially all of the dollar volume of your bank's "Loans to finance
agricultural production and other loans to farmers" in domestic offices
reported in Schedule RC-C, part I, item 3, column B, have original amounts YES/NO
of $100,000 or less (if your bank has no loans outstanding in BOTH of these -----
two categories, place an "X" in the box marked "NO.")_____________________________6860 NO 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.
6. Report the total number of loans currently outstanding for each of
the following Schedule RC-C, part I, loan categories:
a. "Loans secured by farmland (including farm residential and other Number
improvements)" in domestic offices reported in Schedule RC-C, RCON of Loans
part I, item 1.b, column B (Note: Item 1.b, column B, divided by ---- --------
the number of loans should NOT exceed $100,000.)_____________________5576 0 6.a
b. "Loans to finance agricultural production and other loans to
farmers" in domestic offices reported in Schedule RC-C, part I,
item 3, column B (Note: Item 3, column B, divided by the number
of loans should NOT exceed $100,000.)_________________________________5577 0 6.b
Dollar Amounts in Thousands
----------------------------------------------------------------------------- -------- ----------- -------- ----------- -----
7. Number and amount currently outstanding of "Loans secured by
farmland (including farm residential and other improvements)" in
domestic offices reported in Schedule RC-C, part I, item 1.b, (Column A) (Column B)
column B (sum of items 7.a through 7.c must be less than or equal Number Amount
to Schedule RC-C, part I, item 1.b, column B): of Loans Currently
RCON RCON Outstanding
---- ---- -----------
a. With original amounts of $100,000 or less____________________________ 5578 452 5579 15,843 7.a
b. With original amounts of more than $100,000 through $250,000__________ 5580 220 5581 28,706 7.b
c. With original amounts of more than $250,000 through $500,000__________ 5582 130 5583 37,136 7.c
8. Number and amount currently outstanding of "Loans to finance
agricultural production and other loans to farmers" in domestic
offices reported in Schedule RC-C, part I, item 3, column B,
(sum of items 8.a through 8.c must be less than or equal to
Schedule RC-C, part I, item 3 column B):
a. With original amounts of $100,000 or less_____________________________ 5584 863 5585 15,659 8.a
b. With original amounts of more than $100,000 through $250,000__________ 5586 99 5587 10,821 8.b
c. With original amounts of more than $250,000 through $500,000__________ 5588 96 5589 14,799 8.c
<PAGE>
19
Schedule RC-E - Deposit Liabilities
Part I. Deposits in Domestic Offices C425 7
----------Transaction Accounts ----------- -Nontransaction-
Accounts
(Column A) (Column B) (Column C)
Total Memo: Total Total
Transaction Demand nontransaction
accounts Deposits Accounts
Dollar Amounts in Thousands (including (included (including
----------------------------------------------- total in MMDAs)
demand deposits Column A)
Deposits of: RCON RCON RCON
---- ---- ----
1. Individuals, partnerships and corporations___ 2201 11,619,230 2240 10,703,185 2346 44,224,049 1
2. U.S. Government______________________________ 2202 20,052 2280 20,052 2520 0 2
3. States and political subdivision in the U.S._ 2203 1,002,461 2290 304,269 2530 511,557 3
4. Commercial banks in the U.S._________________ 2206 244,283 2310 244,283 2550 0 4
5. Other depository institutions in the U.S. ___ 2207 55,689 2312 55,689 2349 0 5
6. Banks in foreign countries___________________ 2213 67,207 2320 67,207 2236 0 6
7. Foreign governments, and official
institutions (including foreign central
banks________________________________________ 2216 0 2300 0 2377 0 7
8. Certified and official checks________________ 2330 52,293 2330 52,293 8
9. Total (sum of items 1 through 8) (sum of
Columns A and C must equal Schedule RC,
Item 13.a ___________________________________ 2215 13,061,215 2210 11,446,978 2385 44,735,606 9
Memoranda Dollar Amounts in Thousands
---------------------------------------------------------------------------------------------------------------------------
1. Selected components of total deposits (i.e., sum of item 9, columns A and C): RCON
----
a. Total individual Retirement Accounts (IRAs) and Keogh Plan accounts________________ 6835 2,231,819 M.1.a
b. Total brokered deposits____________________________________________________________ 2365 2,617,000 M.1.b
c. Fully insured brokered deposits (included in Memorandum item 1.b above):
(1) Issued in denominations of less than $100,000__________________________________ 2343 0 M.1.c1
(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_____ 2344 0 M.1.c2
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)___________________________________________________________ A243 0 M.1.d1
(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)__________ A244 2,617,000 M.1.d2
e. Preferred deposits (uninsured deposits of states and political subdivisions
in the U.S. Reported in item 3 above which are secured or collaterlized
as required under state law) (to be completed for the December report only)________ 5590 N/A M.1.e
2. Components of total nontransaction accounts (sum of Memorandum items 2.a
through 2.c must equal item 9, column C, above):
a. Savings deposits: RCON
----
(1) Money market deposit accounts (MMDAs)_______________________________________ 6810 21,359,148 M.2.a1
(2) Other savings deposits (excludes MMDAs) _____________________________________ 0352 6,381,169 M.2.a2
b. Total time deposits of less than $100,000________________________________________ 6648 10,058,696 M.2.b
c. Total time deposits of $100,000 or mor __________________________________________ 2604 6,936,593 M.2.c
3. All NOW accounts (included in column A above)____________________________________ 2398 1,614,237 M.3
4. Not applicable
<PAGE>
20
Schedule RC-E - Continues
Part I. Continued
Memoranda (continued) Dollar Amounts in Thousands
---------------------------------------------------------------------------------------------------------------------------
5. 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 repricing
Frequency of: (1, 2) RCON
----
(1) Three months or less ___________________________________________________________ A579 2,472,749 M.5.a1
(2) Over three months through 12 months_____________________________________________ A580 4,948,896 M.5.a2
(3) Over one year through three years_______________________________________________ A581 2,297,614 M.5.a3
(4) Over three years _______________________________________________________________ A582 339,437 M.5.a4
b. Time deposits of less than $100,000 with a REMAINING MATURITY
of one year or less (included in Memorandum items 5.a.(1) through 5.a.(4) above)___ A241 7,420,890 M.5.b
6. 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 repricing
Frequency of: (1, 3)
(1) Three months or less ___________________________________________________________ A584 1,665,973 M.6.a1
(2) Over three months through 12 months_____________________________________________ A585 4,528,262 M.6.a2
(3) Over one year through three years_______________________________________________ A586 641,869 M.6.a3
(4) Over three years _______________________________________________________________ A587 100,489 M.6.a4
b. Time deposits of $100,000 or more with a REMAINING MATURITY
of one year or less (included in Memorandum items 6.a(1) through 6.a(4) above)_____ A242 6,011,662 M.6.b
--------
(1) Report fixed rate time deposits by remaining maturity and floating rate
time deposits by repricing frequency
(2) Sum of Memorandum items 5.a.(1) through 5.a.(4) must equal Schedule RC-E
Memorandum item 2.b above.
(3) Sum of Memorandum items 6.a.(1) through 6.a.(4) must equal Schedule RC-E
Memorandum item 2.c above.
<PAGE>
21
Schedule RC-E - Continued
Part II, Deposits in Foreign Offices (including Edge and
Agreement subsidiaries and IBFs)
Deposits of: Dollar Amounts in Thousands
------------------------------------------------------------------------------------------------------------------------------
RCFN
----
1. Individuals, partnerships, and corporations_______________________________________________ 2621 11,356,903 1
2. U.S. banks (including IBFs and foreign branches of U.S. banks)____________________________ 2623 0 2
3. Foreign banks (including U.S. branches and agencies of foreign banks,
including their IBFs) ____________________________________________________________________ 2625 171,929 3
4. Foreign governments and official institutions (including foreign central banks)___________ 2650 0 4
5. Certified and official checks_____________________________________________________________ 2330 0 5
6. All other deposits________________________________________________________________________ 2668 0 6
7. Total (sum of items 1 through 6) (must equal Schedule RC, item 13.b)______________________ 2200 11,528,832 7
Memorandum Dollar Amounts in Thousands
-----------------------------------------------------------------------------------------------------------------------------
RCFN
----
1. Time deposits with a remaining maturity of one year or less
(included in Part II, item 7 above)_______________________________________________________ A245 11,528,831 M.1
Schedule RC-F - Other Assets
C430 7
Dollar Amounts in Thousands
---------------------------------------------------------------------------------------------------------------------------
RCFD
----
1. Income earned, not collected on loans____________________________________________________ 2164 432,142 1.
2. Net deferred tax assets (1)______________________________________________________________ 2148 0 2.
3. Interest-only strips receivable (not in the form of a security)(2) on:
a. Mortgage loans _______________________________________________________________________ A519 0 3.a
b. Other financial assets________________________________________________________________ A520 0 3.b
4. Other (itemize and describe amounts that exceed 25% of this item)________________________ 2168 1,340,369 4.
TEXT RCFD
----
a. 3549 3549 0 4.a
b. 3550 3550 0 4.b
c. 3551 3551 0 RCFD 4.c
----
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11)_______________________ 2160 1,772,511 5.
Dollar Amounts in Thousands
---------------------------------------------------------------------------------------------------------------------------
Memorandum RCFD
----
1. Deferred tax assets disallowed for regulatory capital purposes___________________________ 5610 0 M.1
-------------------------------------
Schedule RC-G - Other Liabilities
C435 7
Dollar Amounts in Thousands
---------------------------------------------------------------------------------------------------------------------------
RCON
1. a. Interest accrued and unpaid on deposits in domestic offices(3)_______________________ 3645 140,834 1.a
RCFD
----
3646 359,391 1.b
b. Other expenses accrued and unpaid (includes accrued income taxes payable)____________ 3049 492,903 2.
3000 66,493 3.
2. Net deferred tax liabilities (1)_________________________________________________________ 2938 965,640 4.
3. Minority interest in consolidated subsidiaries___________________________________________
4. Other (itemize and describe amounts that exceed 25% of this item)________________________
TEXT RCFD
----
a. 3552 A/P FACTORING 3552 404,156 4.a
b. 3553 3553 0 4.b
c. 3554 3554 0 RCFD 4.c
----
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20)_______________________ 2930 2,025,261 5.
----------
(1) See discussion of deferred income taxes in Glossary entry on "income
taxes."
(2) 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.
(3) For savings banks, includes `dividends' accrued and unpaid on deposits.
<PAGE>
22
Schedule RC-H - Selected Balance Sheet Items for Domestic Offices
C440 7
Dollar Amounts in Thousands
------------------------------------------------------------------------------------------------------------------------------
Domestic Offices
RCON
----
1. Customers' liability to this bank on acceptances outstanding_________________________ 2155 168,835 1
2. Bank's liability on acceptances executed and outstanding_____________________________ 2920 168,835 2
3. Federal funds sold and securities purchased under agreements to resell_______________ 1350 2,546,167 3
4. Federal funds purchased and securities sold under agreements to repurchase___________ 2800 11,129,477 4
5. Other borrowed money ________________________________________________________________ 3190 5,199,950 5
EITHER
6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs__________ 2163 0 6
OR
7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs____________ 2941 11,532,786 7
8. Total assets (excludes net due from foreign offices, Edge and Agreement
subsidiaries, and IBFs) _____________________________________________________________ 2192 96,986,322 8
9. Total liabilities (excludes net due to foreign offices, Edge and Agreement
subsidiaries, and IBFs _____________________________________________________________ 3129 77,384,391 9
In items 10-17 report the amortized (historical) cost of both held-to-maturity
And available-for-sale securities in domestic offices.
10. U.S. Treasury securities_____________________________________________________________ 1039 362,129 10
11. U.S. Government agency obligations (exclude mortgage-backed
Securities) _________________________________________________________________________ 1041 2,291,855 11
12. Securities issued by states and political subdivisions in the U.S.___________________ 1042 414,957 12
13. Mortgage-backed securities (MBS):
a. Pass-through securities:
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA ______________________________ 1043 2,389,332 13.a.1
(2) Other pass-through securities _____________________________________________ 1044 531 13.a.2
b. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS):
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA ______________________________ 1209 4,563,756 13.b.1
(2) All other mortgage-backed securities___________________________________ 1280 47,808 13.b.2
14. Other domestic debt securities_______________________________________________________ 1281 3,216,382 14
15. Foreign debt securities______________________________________________________________ 1282 3,175 15
16. Equity securities:
a. Investments in mutual funds and other equity securities with readily
determinable Fair values _______________________________________________________ A510 287,890 16.a
b. All other equity securities_________________________________________________ 1752 365,634 16.b
17. Total amortized (historical) cost of both held-to-maturity and available-for-sale
Securities (sum of items 10 through 16)______________________________________________ 1374 13,943,449 17
Memorandum
(to be completed only by banks with IBFs and other "foreign" offices)
Dollar Amounts in Thousands
---------------------------------------------------------------------------------------------------------------------------
EITHER RCON
----
1. Net due from the IBF of the domestic offices of the reporting bank___________________ 3051 0 M.1
OR
2. Net due to the IBF of the domestic offices of the reporting bank_____________________ 3059 51,614 M.2
<PAGE>
23
Schedule RC-1 - Selected Assets and Liabilities of IBFs
To be completed only by banks with IBFs and other "foreign" offices. C445 7
Dollar Amounts in Thousands
---------------------------------------------------------------------------------------------------------------------------
RCFN
----
1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12)______________ 2133 0 1
2. Total IBF loans and lease financing receivables (component of Schedule RC-C, part
I, Item 12, column A)______________________________________________________________________ 2076 0 2
3. IBF commercial and industrial loans (component of Schedule RC-C, part I, item 4,
column A) _________________________________________________________________________________ 2077 0 3
4. Total IBF liabilities (component of Schedule RC, item 21)__________________________________ 2898 51,614 4
5. IBF deposit liabilities due to banks, including other IBFs (component of Schedule RC-E,
Part II, items 2 and 3)____________________________________________________________________ 2379 51,596 5
6. Other IBF deposit liabilities (component of Schedule RC-E, part II, items 1, 4, 5, and 6) _ 2381 0 6
Schedule RC-K - Quarterly Averages (1)
C455 7
Dollar Amounts in Thousands
---------------------------------------------------------------------------------------------------------------------------
ASSETS RCFD
----
1. Interest-bearing balances due from depository institutions_________________________________ 3381 19,269 1.
2. U.S. Treasury securities and U.S. Government agency obligations (2)
(including mortgage-backed securities
issued or guaranteed by FNMA, FHLMC, or GNMA) _____________________________________________ 3382 9,774,441 2.
3. Securities issued by states and political subdivisions in the U.S.(2)______________________ 3383 421,935 3.
4. a Other debt securities (2)
( including mortgage-backed securities not
issued or guaranteed by FNMA, FHLMC, or GNMA)___________________________________________ 3647 3,239,619 4.a
b. Equity securities (3) (includes investments in mutual funds and Federal Reserve stock)__ 3648 446,093 4.b
5. Federal funds sold and securities purchased under agreements of resell_____________________ 3365 2,602,087 5
6. Loans:
a. Loans in domestic offices: RCON
----
(1) Total loans _______________________________________________________________________ 3360 68,663,484 6.a.1
(2) Loans secured by real estate ______________________________________________________ 3385 32,146,808 6.a.2
(3) Loans to finance agricultural production and other loans to farmers________________ 3586 173,789 6.a.3
(4) Commercial and industrial loans ___________________________________________________ 3387 25,026,955 6.a.4
(5) Loans to individuals for household, family, and other personal expenditures________ 3388 9,446,892 6.a.5
RCFN
----
b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs_______________ 3360 0 6.b
RCFD
----
7. Trading assets_____________________________________________________________________________ 3401 128,399 7.
8. Lease financing receivables (net of unearned income)_______________________________________ 3384 2,222,436 8.
9. Total assets (4)___________________________________________________________________________ 3368 93,393,466 9
LIABILITIES RCON
10. Interest-bearing transaction accounts in domestic (NOW accounts, ATS accounts, ----
And telephone and preauthorized transfer accounts) (exclude demand deposits) ______________ 3485 1,492,306 10
11. Nontransaction accounts in domestic offices:
a. Money market deposit accounts (MMDAs) __________________________________________________ 3486 21,791,275 11.a
b. Other savings deposits _________________________________________________________________ 3487 6,529,034 11.b
c. Time deposits of $100,000 or more ______________________________________________________ A514 6,462,377 11.c
d. Time deposits of less than $100,000_____________________________________________________ A529 9,943,085 11.d
RCFN
12. Interest-bearing deposits in foreign offices, Edge and Agreement subsidiaries, and ----
IFB's______________________________________________________________________________________ 3404 10,523,547 12
RCFD
----
13. Federal funds purchased and securities sold under agreements to repurchase_________________ 3353 11,244,560 13
RCFD
14. Other borrowed money ----
(includes mortgage indebtedness and obligations under capitalized leases)__________________ 3355 5,914,842 14
----------
(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 quarterly averages for total assets should reflect all debt securities
(not held for trading) at amortized costs, equity securities with readily
determinable fair values at the lower of cost of fair value, and equity
securities without readily determinable fair values at historical cost.
<PAGE>
24
Schedule RC-L - 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.
C460 7
Dollar Amounts in Thousands
---------------------------------------------------------------------------------------------------------------------------
1. Unused commitments:
a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home RCFD
----
equity lines_____________________________________________________________________________ 3814 1,558,238 1.a
b. Credit card lines____________________________________________________________________ 3815 9 1.b
c. Commercial real estate, construction, and land development:
(1) Commitments to fund loans secured by real estate________________________________ 3816 1,869,153 1.c.1
(2) Commitments to fund loans not secured by real estate____________________________ 6550 1,185,542 1.c.2
d. Securities underwriting______________________________________________________________ 3817 0 1.d
e. Other unused commitments_____________________________________________________________ 3818 40,785,764 1.e
2. Financial standby letters of credit and foreign office guarantees__________RCFD 3819 6,433,226 2.
----
a. Amount of financial standby letters of credit conveyedto others________3820 796,620 2.a
3. Performance standby letters of credit and foreign office guarantees _____________________ 3821 542,589 3.
a. Amount of performance standby letters of credit conveyed to others ____3822 5,547 3.a
4. Commercial and similar letters of credit_________________________________________________ 3411 136,025 4.
5. Participations in acceptances (as described in the instructions) conveyed to others by
the reporting bank_______________________________________________________________________ 3428 0 5
6. Participations in acceptances (as described in the instructions) acquired by the
reporting (nonaccepting) bank____________________________________________________________ 3429 62 6
7. Securities borrowed______________________________________________________________________ 3432 0 7.
8. Securities lent (including customers' securities lent where the customer is
indemnified against Loss by the reporting bank)_________________________________________ 3433 144,722 8
9. Financial assets transferred with recourse that have been treated as
Sold for Call Report purposes:
a. First lien 1-to-4 family residential mortgage loans: RCFD
(1) Outstanding principal balance of mortgages transferred ----
as of the report date___________________________________________________________ A521 163,818 9.a.1
(2) Amount of recourse exposure on these mortgages
as of the report date___________________________________________________________ A522 1,848 9.a.2
b. Other financial assets (excluding small business obligations
reported in item 9.c):
(1) Outstanding principal balance of assets transferred
as of the report date___________________________________________________________ A523 247,892 9.b.1
(2) Amount of recourse exposure on these assets
as of the report date___________________________________________________________ A524 247,892 9.b.2
c. Small business obligations transferred with recourse under
Section 208 of the Reigle Community Development and Regulatory
Improvement Act of 1994:
(1) Outstanding principal balance of small business obligations
transferred as of the report date_______________________________________________ A249 0 9.c.1
(2) Amount of retained recourse on these obligations as of the report date__________ A250 0 9.c.2
10. Notional amount of credit derivatives:
a. Credit derivatives on which the reporting bank is the guarantor______________________ A534 0 10.a
b. Credit derivatives on which the reporting bank is the beneficiary____________________ A535 0 10.b
11. Spot foreign exchange contracts__________________________________________________________ 8765 144,910 11
12. All other off-balance sheet liabilities (exclude off-balance sheet
derivatives) (itemize and describe Each component of this item over 25% of
Schedule RC, item 28, "Total equity capital")___________________________________________ 3430 1,520,303 12
TEXT RCFD
----
a. 3555 MORTGAGE SERVICING RIGHTS 3555 1,520,303 12.a
b. 3556 3556 0 12.b
c. 3557 3557 0 12.c
d. 3558 3558 0 12.d
<PAGE>
25
Schedule RC-L - Continued
13. All other off-balance sheet assets (exclude off-balance sheet derivatives)(itemize and RCFD
----
describe each component of this item over 25% Schedule RC item 28., "Total equity capital")___ 5591 0 13
TEXT RCFD
----
a. 5592 5592 0 13.a
b. 5593 5593 0 13.b
c. 5594 5594 0 13.c
d. 5595 5595 0 13.d
Off-Balance Sheet Derivatives C461 7
Position Indicators Dollar Amounts in Thousands
----------------------------------------------------------------------------------------------------------------------------------
14. Gross amounts (e.g., notional (Column A) (Column B) (Column C) (Column D)
amounts) (for each column, sum Interest Foreign Equity Commodity
of items 14.a through 14.e must Rate Exchange Derivative and other
equal sum of items 15, 16.a and Contracts Contracts Contracts Contracts
16.b): RCFD RCFD RCFD RCFD
---- ---- ---- ----
a. Futures contract__________ 8693 1,402,000 8694 0 8695 0 8696 0 14.a
b. Forward contracts_________ 8697 1,844,250 8698 1,906,759 8699 0 8700 0 14.b
c. Exchange-traded option
contracts:
(1) Written options_______ 8701 0 8702 0 8703 0 8704 0 14.c1
(2) Purchased options____ 8507 0 8706 0 8707 0 8708 0 14.c2
d. Over-the-counter options
contracts:
(1) Written options______ 8709 2,712,797 8710 15,331 8711 286,666 8712 0 14.d1
(2) Purchased options____ 8713 3,163,265 8714 15,331 8715 286,666 8716 0 14.d2
e. Swaps_____________________ 3450 21,659,581 3826 163,881 8719 53,546 8720 20,000 14.e
15. Total gross notional amount of
derivative contracts held for
trading_______________________ A126 0 A127 0 8723 0 8724 0 15
16. Total gross notional amount of
derivative contracts held for
purposes other than trading: RCFD RCFD RCFD RCFD
---- ---- ---- ----
(a) Contracts marked to
market __________________ 8725 27,286,558 8726 2,067,356 8727 626,878 8728 20,000 16.a
(b) Contracts not marked to
market___________________ 8729 3,495,335 8730 33,946 8731 0 8732 0 16.b
(c) Interest rate swaps where RCON
the bank has agreed to ----
pay a fixed rate_________ A589 10,419,791 16.c
<PAGE>
26
Schedule RC-L - Continued
Dollar Amounts in Thousands
------------------------------------------------------------------------------------------------------------------------
Off-Balance Sheet Derivatives (Column A) (Column B) (Column C) (Column D)
Position Indicators Interest Foreign Equity Commodity
Rate Exchange Derivative and other
17. Gross fair value of derivative Contracts Contracts Contracts Contracts
contracts:
a. Contracts held for trading: RCFD RCFD RCFD RCFD
(1) Gross positive fair ---- ---- ---- ----
value __________________ 8733 0 8734 0 8735 0 8736 0 17.a1
(2) Gross negative fair
value __________________ 8737 0 8738 0 8739 0 8740 0 17.a2
b. Contracts held for purposes
other than trading that are
marked to market:
(1) Gross positive fair
value___________________ 8741 349,629 8742 30,845 8743 64,037 8744 351 17.b1
(2) Gross negative fair
value __________________ 8745 317,789 8746 19,291 8747 58,316 8748 732 17.b2
c. Contracts held for purposes
other than trading that are
not marked to market:
(1) Gross positive fair
value____________________ 8749 16,280 8750 2,636 8751 0 8752 0 17.c1
(2) Gross negative fair
value ___________________ 8753 17,338 8754 0 8755 0 8756 0 17.c2
Memorandum Dollar Amounts in Thousands
-----------------------------------------------------------------------------------------------------------------------------
1.-2. Not applicable
3. Unused commitments with an original maturity exceeding one year that are reported in RCFD
Schedule RC-L, items 1.a through 1.e, above (report only the unused portions of ----
Commitments that are fee paid or otherwise legally binding)________________________________ 3833 26,765,322 M.3
a. Participations in commitments with an original maturity RCFD
----
exceeding one year conveyed to others____________________________ 3834 1,020,767 M.3.a
4. To be completed only by banks with $1 billion or more in total assets: RCFD
Standby letters of credit and foreign office guarantees (both financial and performance) ----
issued to non-U.S. addressees (domicile) included in Schedule RC-L, items 2 and 3, above__ 3377 23,982 M.4
5. Loans to individuals for household, family, and other personal expenditures that
have been securitized and sold (with servicing retained), amounts
outstanding by type of loan: RCFD
a. Loans to purchase private passenger automobiles ----
(to be completed for the September report only)________________________________________ 2741 N/A M.5.a
b. Credit cards and related plans (TO BE COMPLETED QUARTERLY)_____________________________ 2742 0 M.5.b
c. All other consumer credit (including mobile home loans)
(to be completed for the September report only)________________________________________ 2743 N/A M.5.c
<PAGE>
27
Schedule RC-M-Memorandum
C465 7
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: RCFD
a. Aggregate amount of all extensions of credit to all executive officers, directors, ----
principal shareholders, and their related interests__________________________________ 6164 974,100 1.a
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 RCFD Number
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 _________________ 6165 8 1.b
2. Federal funds sold and securities purchased under agreements to resell with U.S. RCFD
branches and agencies of foreign banks (1) ----
(included in Schedule RC, item 3)_____________________________________________________________________ 3405 0 2
3. Not applicable.
4. Outstanding principal balance of 1-4 family residential mortgage loans serviced for others
(include both retained servicing and purchased servicing):
a. Mortgages serviced under a GNMA contract:_________________________________________________________ 5500 3,155,471 4.a
b. Mortgages serviced under a FHLMC contract:
(1) Serviced with recourse to service____________________________________________________________ 5501 16,021 4.b.1
(2) Serviced without recourse to servicer________________________________________________________ 5502 7,308,430 4.b.2
c. Mortgages serviced under a FNMA contract:
(1) Serviced under a regular option contract_____________________________________________________ 5503 42,584 4.c.1
(2) Serviced under a special option contract_____________________________________________________ 5504 9,149,630 4.c.2
d. Mortgages serviced under other servicing contracts________________________________________________ 5505 20,269,519 4.d
5. To be completed only by banks with $1 billion or more in total assets:
Customers' liability to this bank on acceptances outstanding (sum of items 5.a and 5.b must
Equal Schedule RC, item 9):
a. U.S. addressees (domicile)________________________________________________________________________ 2103 168,835 5.a
b. Non-U.S. addressees (domicile)____________________________________________________________________ 2104 0 5.b
6. Intangible assets:
a. Mortgage Servicing Assets_________________________________________________________________________ 3164 287,169 6.a
(1) Estimated fair value of mortgage servicing assets____________________________________________ A590 396,548 6.a.1
b. Other identifiable intangible assets:
(1) Purchased credit card relationships and nonmortgage servicing assets_________________________ 8026 0 6.b.1
(2) All other identifiable intangible assets_____________________________________________________ 5507 24,306 6.b.2
c. Goodwill__________________________________________________________________________________________ 3163 269,779 6.c
d. Total (sum of items 6.a, 6.b.(1), 6.b.(2), and 6.c) (must equal Schedule RC, item 10______________ 2143 581,254 6.d
e. Amount of intangible assets (included in item 6.b.(2) above) that have been
grandfathered or are otherwise qualifying for regulatory capital purposes_________________________ 6442 0 6.e
7. Mandatory convertible debt, net of common or perpetual preferred stock dedicated to
redeem the debt_______________________________________________________________________________________ 3295 0 7
-------------
(1) Do not report federal funds sold and securities purchased under agreements toresell with other
commercial banks in the U.S. in this item.
<PAGE>
28
Schedule RC-M - Continued
Dollar Amounts in Thousands
---------------------------------------------------------------------------------------------------------------------------
8. a. Other real estate owned: RCFD
----
(1) Direct and indirect investments in real estate ventures_________________________ 5372 0 8.a.1
(2) All other real estate owned: RCON
----
(a) Construction and land development in domestic offices______________________ 5508 4,058 8.a.2a
(b) Farmland in domestic offices_______________________________________________ 5509 0 8.a.2b
(c) 1-4 family residential properties in domestic offices______________________ 5510 16,290 8.a.2c
(d) Multifamily (5 or more) residential properties in domestic offices ________ 5511 0 8.a.2d
(e) Nonfarm nonresidential properties in domestic offices______________________ 5512 15,641 8.a.2e
RCFN
----
(f) In foreign offices_________________________________________________________ 5513 0 8.a.2f
RCFD
----
(3) Total (sum of items 8.a.(1) and 8.a.(2)) (must equal Schedule RC, item 7)_______ 2150 35,989 8.a.3
b. Investments in unconsolidated subsidiaries and associated companies:
(1) Direct and indirect investments in real estate ventures_________________________ 5374 0 8.b.1
(2) All other investments in unconsolidated subsidiaries and associated companies___ 5375 0 8.b.2
(3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule RC, item 8)_______ 2130 0 8.b.3
9. Noncumulative perpetual preferred stock and related surplus included in Schedule RC,
item 23, "Perpetual preferred stock and related surplus"_________________________________ 3778 0 9
10. Mutual fund and annuity sales in domestic offices during the quarter (include RCON
proprietary, private label, and third party products): ----
a. Money market funds_________________________________________________________________ 6441 1,983,486 10.a
b. Equity securities funds____________________________________________________________ 8427 185,818 10.b
c. Debt securities funds______________________________________________________________ 8428 36,484 10.c
d. Other mutual funds_________________________________________________________________ 8429 63,677 10.d
e. Annuities__________________________________________________________________________ 8430 133,081 10.e
f. Sales of proprietary mutual funds and annuities (included in items 10.a through
10.e above)________________________________________________________________________ 8784 2,049,476 10.f
11. Net unamortized realized deferred gains (losses) RCFD
on off-balance sheet derivative contracts included ----
in assets and liabilities reported in Schedule RC _____________________________________ A525 0 11
12. Amount of assets netted against nondeposit liabilities and deposits in
foreign offices (other than insured branches in Puerto Rico and U.S. RCFD
territories and possessions) on the balance sheet (Schedule RC) in ----
accordanance with generally accepted accounting principles(1)__________________________ A526 0 12
13. Outstanding principal balance of loans other than 1-4 family residential
mortgage loans that are serviced for others (to be completed
if this balance is more than $10 million and exceeds ten percent
of total assets)_______________________________________________________________________ A591 0 13
----------------------------------------------------------------------------------------------------------------------------
Memorandum Dollar Amounts in Thousands
----------------------------------------------------------------------------------------------------------------------------
1. Reciprocal holdings of banking organizations' capital instruments RCFD
----
(to be completed for the December report only)__________________________________________ 3836 N/A M.1
----------------------------------------------------------------------------------------------------------------------------
----------
(1) Exclude netted on-balance sheet amounts associated with off-balance sheet
derivative contracts, Deferred tax assets netted against deferred tax
liabilities, and assets netted in accounting for pensions.
<PAGE>
29
Schedule RC-N - Past Due and Nonaccrual Loans, Leases, and Other Assets
The FFIEC regards the information reported in all of Memorandum item 1, in items
1 through 10 Column A, and in Memorandum items 2 through 4, column A, as C4707
confidential. Dollar Amounts in Thousands
-------------------------------------------------------------------------------------------------------------------
--(Column A)-- -(Column --(Column
Past due B)- C)--
30 through 89 Past due 90 Nonaccrual
days and still days or
accruing more
and still
1. Loans secured by real estate: RCFD RCFD accruing RCFD
---- ---- ----
a. To U.S. addressees (domicile)_________ 1245 199,016 1246 16,504 1247 116,772 1.a
b. To non-U.S. addressees (domicile)_____ 1248 265 1249 1250 124 1.b
2. Loans to depository institutions and
acceptances of other banks:
RCFD RCFD RCFD
a. To U.S. banks and other U.S. ---- ---- ----
depository institutions_______________ 5377 500 5378 0 5379 0 2.a
b. To foreign banks______________________ 5380 0 5381 0 5382 2,615 2.b
3. Loans to finance agricultural production
and other loans to farmers________________ 1594 5,426 1597 725 1583 1,627 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile)_________ 1251 245,452 1252 61,002 1253 127,527 4.a
b. To non-U.S. addressees (domicile)_____ 1254 489 1255 0 1256 1,542 4.b
5. Loans to individuals for household,
family, and other personal expenditure: RCFD RCFD RCFD
---- ---- ----
a. Credit cards and related plans _______ 5383 1,190 5384 123 5385 399 5.a
b. Other (includes single payment,
installment, and all student loans)___ 5386 152,527 5387 102,637 5388 28,068 5.b
6. Loans to foreign governments and official
institutions______________________________ 5389 347 5390 70 5391 6 6
7. All other loans___________________________ 5459 13,740 5460 2,059 5461 1,765 7
8. Lease financing receivables:
a. Of U.S. addressees (domicile)_________ 1257 184,326 1258 9,756 1259 85 8.a
b. Of non-U.S. addressees (domicile)_____ 1271 0 1272 0 1791 0 8.b
9. Debt securities and other assets (exclude
other real estate owned and other
repossessed assets) ______________________ 3505 0 3506 0 3507 0 9
======================================================================================================
Amounts reported in 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 RCFD RCFD RCFD
through 8 above which are wholly or ---- ---- ----
partially guaranteed by the U.S.
Government______________________________ 5612 98,905 5613 103,803 5614 2,804 10
a. Guaranteed portion of loans and
leasesincluded in item 10 above_____ 5615 97,383 5616 103,795 5617 2,243 10.a
----------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
30
Schedule RC-N - Continues
C473
Dollar Amounts in Thousands
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
--(Column A)-- -(Column B)- --(Column C)--
Past due Past due 90 Nonaccrual
Memoranda 30 through 89 days or
days and still more
1. Restructured loans and leases included in accruing and still
Schedule RC-N, items 1 through 8, above RCFD RCFD accruing RCFD
(and not reported in Schedule RC-C, Part 1, ---- ---- ----
Memorandum item 2).......................... 1658 0 1659 0 1661 2,156 M.1
2. Loans to finance commercial real estate,
construction, and land development activities RCFD RCFD RCFD
(not secured by real estate) included ---- ---- ----
in Schedule RC-N, items 4 and 7, above...... 6558 3,455 6559 6560 1,200 M.2
3. Loans secured by real estate in domestic
offices (included in Schedule RC-N, item 1, RCON RCON 0 RCON
above): ---- ---- ----
a. Construction and land development....... 2759 36,435 2769 1,515 3492 10,203 M.3a
b. Secured by farmland..................... 3493 2,062 3494 364 3495 337 M.3b
c. Secured by 1-4 family residential
properties:
(1) Revolving, open-end loans
secured by 1-4 family residential RCON RCON RCON
properties and extended under lines ---- ---- ----
of credit.......................... 5398 12,203 5399 1,675 5400 1,716 M.3.c1
(2) All other loans secured by 1-4
family residential properties...... 5401 106,365 5402 8,581 5403 74,009 M.3c2
d. Secured by multifamily (5 or more)
residential properties.................. 3499 3,326 3500 0 3501 616 M.3d
e. Secured by nonfarm nonresidential
properties.............................. 3502 38,890 3503 4,369 3504 30,015 M.3e
---(Column A)--- -(Column B)-
Past due Past due 90
30 through 89 days or more
days and still and still
accruing accruing
4. Interest rate, foreign exchange rate, and
other commodity and equity contracts: RCFD RCFD
a. Book value of amounts carried as ---- ----
assets.................................. 3528 0 3528 0 M.4.a
b. Replacement cost of contracts with a
positive replacement cost............... 3529 0 3530 0 M.4.b
------------------------------------------------------------------------------------------------------------------------------
Person to whom questions about the Reports of Condition and Income should be directed: C477
Name Title Area Code/Phone Number/Extension
8901 TODD BAILEY 8901 AVP 8902 (404) 724-3835
------------------- ------- ---------------------------
TEXT Fax: Area Code/Phone Number
9116 (404) 827-6501
----------------------------
------------------------------------------------------------------------------------------------------------------------------
<PAGE>
31
Schedule RC-O - Other Data for Deposit Insurance and FICO Assessments
C475 7
Dollar Amounts in Thousands
---------------------------------------------------------------------------------------------------------------------------
1. Unposted debits (see instructions): RCON
----
a. Actual amount of all unposted 0030 0 1.a
OR
b. Separate amount of unposted debits:
(1) Actual amount of unposted debits to demand deposits 0031 0 1.b.1
(2) Actual amount of unposted debits to time and savings deposits (1) 0032 0 1.b.2
2. Unposted credits (see instructions):
a. Actual amount of all unposted credits 3510 0 2.a
OR
b. Separate amount of unposted credits:
(1) Actual amount of unposted credits to demand deposits 3512 0 2.b.1
(2) Actual amount of unposted credits to time and savings deposits (1) 3514 0 2.b.2
3. Uninvested trust funds (cash) held in bank's own trust department (not included in total
deposits in domestic offices) 3520 0 3.
4. Deposits of consolidated subsidiaries in domestic offices and in insured branches in
Puerto Rico and U.S. territories and possessions (not included in total deposits):
a. Demand deposits of consolidated subsidiaries 2211 0 4.a
b. Time and savings deposits (1) of consolidated subsidiaries 2351 0 4.b
c. Interest accrued and unpaid on deposits of consolidated subsidiaries 5514 0 4.c
5. Deposits in insured branches in Puerto Rico and U.S. territories and possessions:
a. Demand deposits in insured branches (included in Schedule RC-E, Part II) 2229 0 5.a
b. Time and saving deposits(1) in insured branches (included in Schedule RC-E, Part
II) 2383 0 5.b
c. Interest accrued and Unpaid on deposits in insured branches
(included in Schedule RC-G, item 1.b) 5515 0 5.c
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: RCON
a. Amount reflected in demand deposits (included in Schedule RC-E, Part I, ----
Item 4 or 5 column B) 2314 0 6.a
b. Amount reflected in time and savings deposits (1) (included in Schedule RC-E, Part
I, Item 4 or 5, column A or C, but not column B) 2315 0 6.b
7. Unamortized premiums and discounts on time and savings deposits: (1)
a. Unamortized premiums 5516 0 7.a
b. Unamortized discounts 5517 0 7.b
8. To be completed by banks with "Oakar deposits".
a. Deposits purchased or acquired from other FDIC-insured institutions during the
quarter (exclude deposits purchased or acquired from foreign offices other than
insured branches in Puerto Rico and U.S. territories and possessions): RCON
(1) Total deposits purchased or acquired from other ----
FDIC-insured institutions during the quarter A531 0 8.a.1
(2) Amount of purchased or acquired deposits reported in item
8.a.(1) above attributable to a secondary fund (i.e., BIF RCON
members report deposits attributable to SAIF; SAIF members ----
report deposits attributable to BIF) A532 0 8.a.2
b. Total deposits sold or transferred to other FDIC-insured institutions during the
quarter (exclude sales or transfers by the reporting bank of deposits in foreign
offices other than insured branches in Puerto Rico and U.S. territories and
possessions) A533 8.b
----------
(1) For FDIC and FICO insurance assessment purposes, "time and savings
deposits" consists of nontransaction accounts and all transaction accounts
other than demand deposits.
<PAGE>
32
Schedule RC-O - Continued
Dollar Amounts in Thousands
----------------------------------------------------------------------------------------------------------------------
RCON
----
9. Deposits in lifeline accounts 5596 9
10. Benefit-responsive "Depository Institution Investment Contracts" (included in total
deposits in domestic offices) 8432 0 10
11. Adjustments to demand deposits in domestic offices and in insured branches
in Puerto Rico and U.S. territories and possessions 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 RCON
and possessions that were reported on a gross basis in Schedule RC-E ----
had been reported on a net basis 8785 0 11.a
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 A181 0 11.b
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 A182 0 11.c
12. Amount of assets netted against deposit liabilities in domestic offices and in insured
branches in Puerto Rico and U.S. territories and possessions 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 A527 0 12.a
b. Amount of assets netted against time and savings deposits A528 0 12.b
Memoranda (To be completed each quarter except as noted) Dollar Amounts in Thousands
1. Total deposits in domestic offices of the bank (sum of Memorandum items 1.a.(1) and
1.b.(1) must equal Schedule RC, item 13.a): RCON
a. Deposit accounts of $100,000 or less: ----
(1) Amount of deposit accounts of $100,000 or less 2702 34,824,188 M.1.a1
RCON Number
(2) Number of deposit accounts of $100,000 or less ---- ------
(to be completed for the June report only) 3779 4,529,509 M.1.a2
RCON
b. Deposit accounts of more than $100,000: ----
(1) Amount of deposit accounts of more than $100,000 2710 22,972,633 M.1.b1
(2) Number of deposit accounts of more than $100,000 2722 70,974 M.1.b2
2. Estimated amount of uninsured deposits in domestic offices of the bank:
a. An estimate of your bank's uninsured deposits can be determined by
multiplying the number of deposit accounts of more than $100,000 reported in
Memorandum item 1.b.(2) above by $100,000 and subtracting the result from the
amount of deposit accounts of more than $100,000 reported in Memorandum item
1.b.(1) above.
Indicate in the appropriate box at right whether your bank has a method or RCON YES / NO
Procedure for determining a better estimate of uninsured deposits than the ---- --------
Estimate described above 6861 NO M.2.a
b. If the box marked YES has been checked, report the estimate of uninsured deposits
determined by using your bank's method or procedure 5597 0 M.2.b
3. Has the reporting institution been consolidated with a parent bank
or savings association in that parent bank's or parent savings association's
Call Report or Thrift Financial Report?
If so, report the legal title and FDIC Certificate Number of the RCON FDIC Cert
---- ---------
Parent bank or parent savings association: A545 No. M.3
---
Text N/A
A545
<PAGE>
33
Schedule RC-R - Regulatory Capital
This schedule must be completed by all banks as follows: Banks that reported
total assets of $1 billion or more In Schedule RC item 12, for June 30, 1999,
must complete items 2 through 9 and Memoranda items 1 and 2. BANKS WITH ASSETS
OF LESS THAN $1 BILLION MUST COMPLETE ITEMS 1 THROUGH 3 BELOW OR SCHEDULE RCR IN
ITS ENTIRETY, DEPENDING ONTHEIR RESONSE TO ITEM 1 BELOW.
C480
1. Test for determining the extent to which Schedule RC-R must be completed.
To be completed only by banks with total assets of less than $1 billion. RCFD YES / NO
Indicate in the appropriate box at the right whether the bank has total ---- --------
capital greater than or Equal to eight percent of adjusted total assets 6056 NO 1.
For the purposes of this test, adjusted total assets equals total assets
less cash, U.S. Treasuries, U.S. Government agency obligations, and 80 percent
of U.S. Government-sponsored agency obligations plus the allowance for loan and
lease losses and selected off-balance sheet items as reported on Schedule RC-L
(see instructions).
If the box marked YES has been checked, then the bank only has to complete
items 2 and 3 below. If the box Marked NO has been checked, the bank must
complete the remainder of this schedule.
A NO response to item 1 does not necessarily mean that the bank's actual
risk-based capital ratio is less than Eight percent or that the bank is not in
compliance with the risk-based capital guidelines.
NOTE: All Banks are required to complete
Items 2 and 3 below.
Dollar Amounts in Thousands
---------------------------------------------------------------------------------------------------------------------------
2. Portion of qualifying limited-life capital instruments (original weighted RCFD
average maturity of at least five years) that is includible in Tier 2 capital: ----
a. subordinated debt (1) and intermediate term preferred stock A515 900,000 2.a
b. Other limited-life capital instruments A516 0 2.b
3. Amounts used in calculating regulatory capital ratios (report amounts determined by the
bank for its own internal regulatory capital analyses consistent with applicable capital
standards):
a. (1) Tier 1 capital 8274 7,150,797 3.a.1
(2) Tier 2 capital 8275 2,411,057 3.a.2
(3) Tier 3 capital 1395 0 3.a.3
b. Total risk-based capital 3792 9,561,854 3.b
c. Excess allowance for loan and lease losses (amount that exceeds 1.25% of gross
risk-weighted assets) A222 0 3.c
d. (1) Net risk-weighted assets (gross risk-weighted assets, including market risk
equivalent assets, less excess allowance reported in item 3.c above and all
other deductions) A223 92,024,548 3.d.1
(2) Market risk equivalent assets (included in item 3.d.(1) above) 1651 0 3.d.2
e. Maximum contractual dollar amount of recourse exposure in low level recourse
transactions (to be completed only if the bank uses the "direct reduction method"
to report these transactions in Schedule RC-R) 1727 1,585 3.e
f. "Average total assets" (quarterly average reported in Schedule RC-K,
item 9, less all assets deducted from Tier 1 capital)(2) A224 93,099,381 3.f
Items 4-9 and Memoranda items 1 and 2 are to be completed by banks that answered
NO to item 1 above and by banks with total assets of $1 billion or more.
-(Column B)-
--(Column A)-- Credit Equiv-
Assets alent Amount
Recorded of
On the Off-Balance
Balance Sheet Sheet Items (3)
Dollar Amounts in Thousands
4. Assets and credit equivalent amount of off-balance sheet items RCFD
assigned to the Zero percent risk category: ----
a. Assets recorded on the balance sheet 5163 1,783,179 RCFD 4.a
----
b. Credit equivalent amount of off-balance sheet items 3796 0 4.b
----------
(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.
(2) Do not deduct excess allowance for loan and lease losses.
(3) Do not report in column B the risk-weighted amount of assets reported in column A.
<PAGE>
34
Schedule RC-R - Continued
-(Column B)-
--(Column A)-- Credit Equiv-
Assets alent Amount
Recorded of
On the Off-Balance
Balance Sheet Sheet Items (3)
Dollar Amounts in Thousands
5. Assets and credit equivalent amounts of off-balance sheet items
assigned to the 20 percent risk category: RCFD
----
a. Assets recorded on the balance sheet 5165 16,620,162 RCFD 5.a
----
b. Credit equivalent amount of off-balance sheet items 3801 1,666,091 5.b
6. Assets and credit equivalent amounts of off-balance sheet items
assigned to the 50 percent risk category:
a. Assets recorded on the balance sheet 3802 19,885,534 6.a
b. Credit equivalent amount of off-balance sheet items 3803 1,644,206 6.b
7. Assets and credit equivalent amounts of off-balance sheet items
assigned to 100 percent risk category:
a. Assets recorded on the balance sheet 3804 58,126,198 7.a
b. Credit equivalent amount of off-balance sheet items 3805 18,820,392 76.b
8. On-balance sheet asset values excluded from and deducted in
the calculation of the risk-based capital ratio(2) 3806 1,426,469 8.
9. Total assets recorded on the balance sheet (sum of
items 4.a, 5.a, 6.a, 7.a, and 8, column A) (must equal Schedule RC,
item 12 plus items 4.b and 4.c) 3807 97,841,542 9.
Dollar Amounts in Thousands
RCFD
1. Current credit exposure across all off-balance sheet derivative contracts covered by the ----
risk-based capital standards 8764 463,778 M.1
---------------- With a remaining maturity of ----------------
--(Column A)-- -(Column B)- --(Column C)--
One Year Over Over
Or less one year Five years
2. Notional principal amounts of off-balance thru five years
sheet derivative contracts: (3) RCFD RCFD RCFD
---- ---- ----
a. Interest rate contracts 3809 5,956,907 8766 13,912,220 8767 M.2.a
b. Foreign exchange contracts 3812 1,584,188 8769 368,955 8770 6,797,969 M.2.b
c. Gold contracts 8771 0 8772 0 8773 0 M.2.c
d. Other precious metals contracts 8774 0 8775 0 8776 0 M.2.d
e. Other commodity contracts 8777 0 8778 20,000 8779 0 M.2.e
f. Equity derivative contracts A000 40,756 A001 299,456 A002 0 M.2.f
----------
(1) Do not report in column B the risk-weighted amount of assets reported in
column A.
(2) Include the difference between the fair value and the amortized cost of its
available-for-sale securities in item 8 and report the amortized cost of
these securities in items 4 through 7 above. Item 8 also includes
on-balance sheet asset values (or portions thereof) of off-balance sheet
interest rate, foreign exchange rate, and commodity contracts and those
contracts (e.g. future contracts) not subject to risk-based capital, item 8
margin accounts and accrued receivables not included in the calculation of
credit equivalent amounts of off-balance sheet derivatives as well as any
portion of the allowance for loan and lease losses in excess of the amount
that may be included in Tier 2 capital.
(3) Exclude foreign exchange contracts with an original maturity of 14 days or
less and all futures contracts.
</TABLE>
<PAGE>
EXHIBIT 8
---------
Not Applicable
<PAGE>
EXHIBIT 9
---------
Not Applicable
