<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 1995
REGISTRATION NO. 33-63343
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
FINOVA CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
94-1278569
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
1850 N. CENTRAL AVENUE, P.O. BOX 2209, PHOENIX, ARIZONA 85002-2209
(602) 207-4900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
SAMUEL L. EICHENFIELD
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
FINOVA CAPITAL CORPORATION
1850 N. CENTRAL AVENUE, P.O. BOX 2209, PHOENIX, ARIZONA 85002-2209
(602) 207-4900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
RICHARD LIEBERMAN DAVID J. JOHNSON, JR.
ASSISTANT GENERAL COUNSEL BROWN & WOOD
FINOVA CAPITAL CORPORATION 10900 WILSHIRE BOULEVARD
1850 N. CENTRAL AVENUE, P.O. BOX 2209 LOS ANGELES, CALIFORNIA 90024
PHOENIX, ARIZONA 85002-2209
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act Registration number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee...................... $ 517,241
Printing................................................................. 60,000
Accounting services...................................................... 200,000
Fees and expenses of Trustee............................................. 25,000
Rating agency fees....................................................... 750,000
Legal fees and expenses.................................................. 50,000
Expenses of qualification under blue sky laws............................ 25,000
Miscellaneous............................................................ 22,759
----------
Total.......................................................... $1,650,000
=========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Certain directors and officers of the Registrant are, in specified
circumstances, indemnified under the Amended and Restated Certificate of
Incorporation of FINOVA Capital Corporation and the General Corporation Law of
the State of Delaware against liability which they may incur in their capacities
as such.
The Certificate of Incorporation of FINOVA Capital Corporation provides
that such a person shall be indemnified to the fullest extent authorized by the
General Corporation Law of the State of Delaware. The General Corporation Law of
the State of Delaware provides generally that indemnification of such a person
may be made if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. With respect to
suits by or in the right of the corporation, such person may be indemnified for
the costs and expenses of defending and settling such suits if he or she acted
in good faith in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Corporation except that, if held liable to the
corporation, such person may not be so indemnified (unless and only to the
extent a court of competent jurisdiction shall determine that such
indemnification is appropriate.
In addition, under an insurance policy, the directors and officers of the
Registrant are indemnified, with various exclusions, against liability for
wrongful acts in such capacities, including negligence or breach of duty. The
principal exclusions from coverage are fines and penalties, liability based on
violation of pollution control laws, libel or slander, liability for illegal
personal profit or remuneration, ERISA violations and liability for deliberate
dishonesty.
ITEM 16. LIST OF EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. TITLE
- ------- ----------------------------------------------------------------------------------
<C> <C> <S>
1. -- Form of Senior Debt Securities Underwriting Agreement.*
4.1 -- Form of Indenture between the Company and First Interstate Bank of Arizona, N.A.,
as Trustee, dated as of October 1, 1995.*
4.2 -- Form of Fixed Rate Note.*
4.3 -- Form of Floating Rate Note.*
5. -- Opinion and consent of William J. Hallinan, Esq., Senior Vice President -- General
Counsel of the Company.*
12. -- Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to
Exhibit 12 to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994 and Exhibit 12 to the Registrant's Quarterly Report on Form 10-Q
for the six months ended June 30, 1995).*
23.1 -- Consent of Deloitte & Touche LLP.*
</TABLE>
II-1
<PAGE> 3
<TABLE>
<CAPTION>
EXHIBIT
NO. TITLE
- ------- ----------------------------------------------------------------------------------
<S> <C>
23.2 -- Consent of William J. Hallinan, Esq. (included in Exhibit 5).
24. -- Power of Attorney (included on signature page).
25. -- Form T-1 Statement of Eligibility of First Interstate Bank of Arizona, N.A., as
Trustee under the Trust Indenture Act of 1939.
</TABLE>
- ---------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933; (ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; provided however, that any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement; (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4), or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration
II-2
<PAGE> 4
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 5
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
FINOVA CAPITAL CORPORATION, CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE
THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED
THIS AMENDMENT NO. 1 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF PHOENIX, STATE OF ARIZONA, ON THE 13TH
DAY OF OCTOBER, 1995.
FINOVA CAPITAL CORPORATION
By: *
______________________________
Samuel L. Eichenfield
Chairman of the Board, President
and Chief Executive Officer
------------------------
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
AMENDMENT NO. 1 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES
AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------ -----------------
<S> <C> <C>
* Director, Chairman of the October 13, 1995
_________________________________________ Board, President and
(Samuel L. Eichenfield) Chief Executive Officer
(Principal Executive Officer)
/s/ ROBERT J. FITZSIMMONS Director, Senior Vice October 13, 1995
_________________________________________ President-Treasurer
(Robert J. Fitzsimmons)
* Senior Vice President-Con- October 13, 1995
_________________________________________ troller (Principal Financial
(Bruno A. Marszowski) and Accounting Officer)
* Director October 13, 1995
_________________________________________
(W. Carroll Bumpers)
* Director, Group Vice Presi- October 13, 1995
_________________________________________ dent -- Portfolio Management
(Gregory C. Smalis)
* By: /s/ ROBERT J. FITZSIMMONS
_________________________________________
Robert J. Fitzsimmons
Attorney-in-fact
</TABLE>
II-4
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE NO. IN
SEQUENTIALLY
NUMBERED
EXHIBIT REGISTRATION
NO. TITLE STATEMENT
- ------- ------------------------------------------------------------------- ------------
<C> <C> <S> <C>
1. -- Form of Senior Debt Securities Underwriting Agreement.*
4.1 -- Form of Indenture between the Company and First Interstate Bank of
Arizona, N.A., as Trustee, dated as of October 1, 1995.*
4.2 -- Form of Fixed Rate Note.*
4.3 -- Form of Floating Rate Note.*
5. -- Opinion and consent of William J. Hallinan, Esq., Senior Vice
President -- General Counsel of the Company.*
12. -- Computation of Ratio of Earnings to Fixed Charges (incorporated by
reference to Exhibit 12 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1994 and Exhibit 12 to the
Registrant's Quarterly Report on Form 10-Q for the six months ended
June 30, 1995).*
23.1 -- Consent of Deloitte & Touche LLP.*
23.2 -- Consent of William J. Hallinan, Esq. (included in Exhibit 5).
24. -- Power of Attorney (included on signature page).
25. -- Form T-1 Statement of Eligibility of First Interstate Bank of
Arizona, N.A., as Trustee under the Trust Indenture Act of 1939.
</TABLE>
- ---------------
* Previously filed.
II-5
<PAGE> 1
EXHIBIT 25
FORM T-1
____________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
____________________________
FIRST INTERSTATE BANK OF ARIZONA, N.A.
(Exact name of trustee as specified in its charter)
(Exact name of trustee as agent for service)
Not applicable 86-0002768
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
National Bank)
100 West Washington
Phoenix, Arizona 85003
(Address of principal executive offices) (Zip Code)
FINOVA Capital Corporation
(Exact name of obligor as specified in its charter)
Delaware 94-1278569
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1850 North Central Avenue
P.O. Box 2209 85002-2209
Phoenix, Arizona (Zip Code)
(Address of principal executive offices)
____________________________
Senior Debt Securities
(Title of the Indenture Securities)
<PAGE> 2
1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervision authority to
which it is subject.
Name Address
---- -------
Comptroller of the Currency Washington, D.C.
Federal Deposit Insurance Corporation Washington, D.C.
Board of Governors of The Federal
Reserve System Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Affiliations with Obligor and Underwriters.
If the obligor or any underwriter for the obligor is an affiliate of
the trustee, describe each such affiliation.
Neither the obligor nor any underwriter for the obligor is an affiliate
of the trustee.
13. Defaults by the Obligor.
The trustee is not trustee under any other indenture relating to
securities of the obligor.
16. List of Exhibits:
Exhibit 1 Articles of Association of First Interstate Bank of
Arizona, N.A.
Exhibit 2 By-laws of First Interstate Bank of Arizona, N.A.
Exhibit 3 Certificate of Authority to transact business from
Comptroller of the Currency
Exhibit 4 Resolution adopted by Board of Directors of First
Interstate Bank of Arizona, N.A.
Exhibit 5 A copy of the latest report of condition of the
trustee published pursuant to law or the requirements
of its supervising or examining authority.
Exhibit 6 Consent under Section 321(b) of the Trust Indenture
Act of 1939
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
First Interstate Bank of Arizona, National Association, a corporation organized
and existing under the laws of the United States of America, has duly caused
this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the city of Phoenix, County of Maricopa, and
State of Arizona, on the 11th day of October, 1995.
FIRST INTERSTATE BANK OF ARIZONA, N.A.
BY: /s/ Jason D. Farnsworth
Vice President and Manger
<PAGE> 4
EXHIBIT 1
ARTICLES OF ASSOCIATION CHARTER NO. 3728
OF
FIRST INTERSTATE BANK OF ARIZONA, N.A.
PHOENIX, ARIZONA
(as adopted at special meetings of the shareholders of First
National Bank of Arizona and of Southern Arizona Bank and Trust
Company on December 18, 1974, to become effective upon merger of
those two banks.)
Effective date (date of merger)-May 14, 1975
(as amended at the annual meeting of the shareholder on
March 18, 1981, to change Article First and the title of the
Association to First Interstate Bank of Arizona, N.A.)
Effective date-June 1, 1981
(as amended at the annual meeting of the shareholder on
March 1, 1984, to change Articles Third, Fourth, Sixth and Ninth.)
Effective date-March 1, 1984
(as amended at the annual meeting of the shareholder on
March 21, 1991, to change Article Tenth.)
Effective date-March 21, 1991
(as amended at a special meeting of the shareholder on
July 21, 1994, to change Article Tenth and Eleventh and to create
an Article Twelfth.)
Effective date-July 21, 1994
First. The title of this Association, which shall carry on the business of
banking under the laws of the United States, shall be "First Interstate Bank of
Arizona, N.A."
Second. The main office of this Association shall be located in Phoenix,
County of Maricopa, State of Arizona. The general business of this Association
shall be conducted in its main office and its branch offices.
Third. The Board of Directors of this Association shall consist of such
number not less than five nor more than twenty-five as from time to time shall
be determined by a majority of the votes to which all of its shareholders are
at the time entitled. Every director must own in his or her own right either
shares of this Association, or in any company which has control over such
Association. A majority of the Board of Directors shall be necessary to
constitute a quorum for the transaction of business. The Board of Directors, by
the vote of the majority of the full Board, may between annual meetings of
shareholders increase the number of directors within the limits provided by the
laws of the United States. Unless otherwise provided by the laws of the United
States, any vacancy in the Board of Directors for any reason, thereof, may be
filled by action of the Board of Directors.
The Board of Directors shall have the power to fix a mandatory retirement age
for directors by making appropriate amendment to the Bylaws.
Fourth. The regular annual meeting of the shareholders of this Association
for the election of Directors and the transaction of whatever other business
may be brought before said meeting shall be held at its main banking house, or
other convenient place as the Board of Directors may designate, on such day of
each year as is specified therefor in the Bylaws, but if no election is held
on that day, it may be held on any subsequent day according to the provisions
of law; and all elections shall be held according to such lawful regulations as
may be prescribed by the Board of Directors.
Fifth. The authorized amount of capital stock of this Association shall be
eighteen million three hundred fifty-two thousand dollars ($18,352,000),
divided into 1,835,200 shares of common stock of the par value of ten dollars
($10.00) each; but said capital stock may be increased or decreased from time
to time in accordance with the provisions of the laws of the United States.
In the event of an increase in said capital stock by the sale of additional
shares thereof, each shareholder shall be entitled to subscribe for such
additional shares in proportion to the number of shares of said capital stock
owned by him at the time the increase is authorized by shareholders, unless
another time subsequent to the date of the shareholders' meeting is specified
in a resolution adopted by the shareholders at the time the increase is
authorized. The Board of Directors shall have the power to prescribe a
reasonable period of time within which the preemptive rights to subscribe to
the new shares of capital stock must be exercised.
The Association at any time and from time to time may authorize and issue
debt obligations whether or not subordinated, without the approval of
shareholders.
<PAGE> 5
Sixth. The Board of Directors shall appoint one of its members President of
this Association, who shall be Chairman of the Board, unless the Board of
Directors appoints another Director, in lieu of the President, to be the
Chairman. The Board of Directors shall have the power to appoint one or more
Vice Chairmen; to appoint one or more Vice Presidents; and to appoint a Cashier
and such other officers and employees as may be required to transact the
business of this Association.
The Board of Directors shall have the power to define the duties of officers
and employees of this Association; to fix the salaries to be paid to them;
to dismiss them; to require bonds from them and to fix the penalty thereof; to
regulate the manner in which any increase of the capital of the Association
shall be made; to regulate the manner in which Directors shall be elected or
appointed; to make all Bylaws that may be lawful for the general regulation of
the business of this Association and the management of its affairs; and
generally to do and perform all acts that may be lawful for a Board of
Directors to do and perform.
Seventh. The Board of Directors shall have the power to change the location
of the main office to any other place within the limits of the City of Phoenix,
without the approval of the shareholders but subject to the approval of the
Comptroller of the Currency; and shall have the power to establish or change
the location of any branch or branches of the Association to any other
location, without the approval of the shareholders but subject to the approval
of the Comptroller of the Currency.
Eighth. The corporate existence of this Association shall continue until
terminated in accordance with the laws of the United States.
Ninth. The Board of Directors of this Association, or any shareholder owning
not less than 25% of the stock of this Association, may call a special meeting
of the shareholders at any time.
A notice of the time, place and purpose of every annual and special meeting
of the shareholders shall be given by first-class mail, postage prepaid, mailed
at least 10 days prior to the date of such meeting to each shareholder of
record at his address as shown upon the books of this Association unless such
notice is expressly waived by the shareholders in writing, or unless otherwise
provided by the laws of the United States.
Tenth. (a) Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is otherwise involved in any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Association or is or was
serving at the request of the Association as a director, officer, employee, or
agent of another corporation or of a partnership, joint venture, trust, or
other enterprise, including service with respect to an employee benefit plan,
whether the basis of such proceeding is alleged action in an official capacity
while serving as a director, officer, employee, or agent, or in any other
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Association (except as provided in the
last sentence of this subsection) to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Association to provide broader indemnification rights
than permitted prior thereto). The aforesaid indemnity shall protect such
person against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties, and amounts paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee, or agent and shall inure to the benefit of
his or her heirs, executors, and administrators; provided, however, that,
except as provided in paragraph (b) hereof, with respect to proceedings to
enforce rights to indemnification, the Association shall indemnify any such
person in connection with a proceeding (or part thereof) initiated by such
person only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Association. The conditional right to indemnification
conferred in this section shall be a contract right and shall include the right
to be paid by the Association the expenses incurred in defending any such
proceeding in advance of its final disposition (an "advancement of expenses");
provided, however, that, if required by applicable law or regulation, an
advancement of expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person, including, without limitation,
service to an employee benefit plan) shall be made only upon delivery to the
Association of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately by determined by final
judicial or administrative decision from which there is no further right to
appeal that such director or officer is not entitled to be indemnified for such
expenses under this section or otherwise and upon compliance with any other
actions required by applicable law or regulation to be taken prior to an
advancement of expenses. The Association may, by action of its Board of
Directors, grant rights to indemnification and to the advancement of expense to
employees and agents of the Association and to any director, officer, employee
or agent of any of its subsidiaries with the same scope and effect as the
foregoing indemnification of directors and officers. Notwithstanding the
foregoing, (i) no person shall be indemnified hereunder by the Association
against expenses, penalties, or other payments incurred in an administrative
proceeding or action (instituted by an appropriate bank regulatory agency)
which proceeding or action results in a final order assessing civil money
penalties or requiring affirmative action by an individual or individuals in
the form of payments to the Association, and (ii) no person shall be
indemnified hereunder by the Association and no advancement of expenses shall
be made to any person hereunder to the extent such indemnification or
advancement of expenses would violate or conflict with any applicable federal
statute now or hereafter in force or final regulation now or hereafter
promulgated by the Federal Deposit Insurance Corporation or Comptroller of the
Currency. The Association shall comply with any requirements imposed on it by
any such statute or regulation in connection with any indemnification or
advancement of expenses hereunder by the Association.
(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of
the section is not paid in full by the Association within thirty (30) days
after written claim has been received by the Association, the claimant may at
any time thereafter bring suit against the Association to recover the unpaid
amount of the claim. If successful in whole or in part in any such suit, or in
a suit brought by the Association to recover an advancement of expenses
pursuant to the terms of an undertaking, the claimant shall be entitled to be
paid also the expense of prosecuting
<PAGE> 6
or defending such claim. It shall be a defense to any such action brought by
the claimant to enforce a right to indemnification hereunder (other than an
action brought to enforce a claim for an advancement of expenses where the
required undertaking, if any, has been tendered to the Association) that the
claimant has not met any applicable standard for indemnification under the
Delaware General Corporation Law. In any suit brought by the Association to
recover an advancement of expenses pursuant to the terms of an undertaking, the
Association shall be entitled to recover such expenses upon a final
adjudication that the claimant has not met any applicable standard for
indemnification under the Delaware General Corporation Law. Neither the
failure of the Association (including its Board of Directors, independent
legal counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standards of
conduct set forth in the Delaware General Corporation Laws, nor an actual
determination by the Association (including its Board of Directors, independent
legal counsel, or its stockholders) that the claimant has not met such
applicable standards of conduct under the Delaware General Corporation Law,
shall create a presumption that the claimant has not met such applicable
standards of conduct or, in the case of such a suit brought by the claimant, be
a defense to such suit.
(c) Non-Exclusivity of Rights. The rights to indemnification and the
advancement of expenses conferred in this section shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the Articles of Association, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
(d) Insurance. The Association may, at its expense, purchase, maintain or
make payment or reimbursement for premiums on insurance to protect itself and
any director, officer, employee or agent of the Association or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Association would have the power
to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law; provided, however, that such insurance shall
explicitly exclude insurance coverage for a formal order assessing civil money
penalties against an Association director or employee.
Eleventh. A director of the Association shall not be personally liable to the
Association or its stockholder(s) for monetary damages for breach of fiduciary
duty as a director, except that this ARTICLE ELEVENTH shall not eliminate or
limit a director's liability (i) for any breach of the director's duty of
loyalty to the Association or its stockholder(s), (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for any willful or negligent violation of applicable
law with respect to payment of dividends or purchase or redemption by the
Association of its own stock, or (iv) for any transaction from which the
director derived an improper personal benefit. If the Delaware General
Corporation Law is amended after approval by the stockholder(s) of this
provision to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Association shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended from time to time.
Any repeal or modification of the foregoing paragraph by the stockholder(s)
of the Association shall not adversely affect any right or protection of a
director of the Association existing at the time of such repeal or modification.
Twelfth. These Articles of Association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.
<PAGE> 7
EXHIBIT 2
[LOGO]
FIRST INTERSTATE BANK
OF ARIZONA, N.A.
BYLAWS
As Amended and Restated
March 16, 1995
<PAGE> 8
BYLAWS
OF
FIRST INTERSTATE BANK OF ARIZONA, N.A.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE I Page
<S> <C> <C> <C>
Shareholder
Meetings Section 1.1 Place of Meeting 1
Section 1.2 Annual Meeting 2
Section 1.3 Special Meetings 3
Section 1.4 Actions without a Meeting 4
Section 1.5 Notice of Meetings 5
Section 1.6 Quorum 6
Section 1.7 Organization 7
Section 1.8 Voting 8
Section 1.9 Irregularities 9
ARTICLE II -
Board of
Directors Section 2.1 General Powers 10
Section 2.1.1 Indemnification 10
Section 2.2 Number 11
Section 2.2.1 Executive Board 11
Section 2.3 Qualifications, Election and
Term of Office 12
Section 2.4 Quorum and Manner of Acting 13
Section 2.5 Organizational Meeting 14
Section 2.6 Regular Meetings 15
Section 2.7 Special Meetings 16
Section 2.8 Actions without a Meeting 17
Section 2.9 Special Meetings-Notice 18
Section 2.10 Organization 19
Section 2.11 Order of Business 20
Section 2.12 Resignations 21
Section 2.13 Vacancies 22
Section 2.14 Compensation 23
ARTICLE III
Committees Section 3.1 Executive Committee 24
Section 3.2 Independent Audit Committee 26
Section 3.3 Trust Committee 27
Section 3.4 Other Committees 28
Section 3.4.1 Other Committees 28
Section 3.5 Resignations 29
Section 3.6 Quorum 30
ARTICLE IV
Officers Section 4.1 Number and Titles 31
Section 4.2 Elections, Appointments and
Removals 32
Section 4.3 Duties and Bonds 33
Section 4.4 Chairman of the Board, Chief Executive Officer
and President of this Association 34
Section 4.5 Area President/Area Manager 35
Section 4.6 Vice Presidents 36
Section 4.7 Delegation of Duties Generally Performed by Cashier 37
Section 4.8 Controller 38
Section 4.9 Division Head, Trust and Financial Services Division 39
Section 4.10 Other Functions 40
Section 4.10.1 Investments 40
Section 4.10.2 Human Resource Management Group 40
Section 4.10.3 Credit and Credit Administration 40
Section 4.10.4 Bank Properties Management 40
Section 4.10.5 External Affairs 40
Section 4.10.6 Compliance 40
Section 4.11 General Auditor 42
Section 4.12 Secretary to the Board of Directors 43
Section 4.12.1 Assistant Secretary to the Board of Directors 43
Section 4.13 Loans to Officers 44
Section 4.13.1 Loans to Executive Officers 44
</TABLE>
<PAGE> 9
BYLAWS
<TABLE>
<CAPTION>
ARTICLE V -
<S> <C> <C> <C>
Miscellaneous Section 5.1 Fiscal Year 45
Provisions Section 5.2 Records 47
Section 5.3 Execution of Instruments 48
ARTICLE VI -
Opening and
Closing Section 6.1 Days and Hours of Business 49
Section 6.2 Emergency Closing 50
Section 6.2.1 Emergency Preparedness 50
ARTICLE VII -
Waiver of
Notice Section 7.1 Waiver of Notice 52
ARTICLE VIII -
Shares of Stock
and their
Transfer Section 8.1 Certificates of Stock 53
Section 8.2 Transfer of Stock 54
Section 8.3 Closing of Transfer Books 55
ARTICLE IX
Seal Section 9.1 Seal 56
ARTICLE X -
Bylaws Section 10.1 Inspection 57
Section 10.2 Amendments to Bylaws 58
</TABLE>
<PAGE> 10
ARTICLE I
SHAREHOLDER MEETINGS
Section 1.1. Place of Meeting. All Shareholder Meetings of this Association
shall be held at its principal banking house located at First Interstate Bank
Plaza, Phoenix, Arizona or at such other place as the Board of Directors of this
Association shall designate in such notice of meeting and as may not be contrary
to the provisions of law or the Articles of Association.
Adopted 1-25-60
-------
Amended 9-16-81
-------
Amended 6-20-91
-------
Amended 4-21-94
-------
Article I: Section 1.1. Page 1
<PAGE> 11
ARTICLE I
SHAREHOLDER MEETINGS
Section 1.2. Annual Meetings. The annual meeting of the shareholders shall
be on the third Tuesday in March of each year, unless a different day is set, or
if that day is a legal holiday in Arizona then on the next business day
thereafter which is not a legal holiday, for the purpose of electing Directors
and for the transaction of such other business as may properly come before the
meeting. The meeting shall be held at the hour of 1:30 P.M. of said day unless a
different time is stated in the notice.
If in any year no election of directors shall be held on the date
designated for the annual shareholder meeting, or at any adjournment of such
meeting, such election may be held on any subsequent day established by the
incumbent Board of Directors in accordance with the provisions of the banking
laws of the United States. All elections shall be held according to such
regulations as may be prescribed by the Board of Directors, not inconsistent
with law or the provisions of the bylaws.
Adopted 1-25-60
-------
Amended 1-17-68
-------
Amended 3-13-74
-------
Amended 9-16-81
-------
Amended 1-18-84
-------
Amended 2-21-90
-------
Amended 6-20-91
-------
Amended 4-21-94
-------
Article I: Section 1.2. Page 2
<PAGE> 12
ARTICLE I
SHAREHOLDER MEETINGS
Section 1.3. Special Meetings. Special meetings of the shareholders may be
called for any purpose or purposes at any time, unless otherwise prescribed by
statute, by the Chairman of the Board, Chief Executive Officer, the Board of
Directors, or by any shareholder or group of shareholders holding not less than
twenty-five (25) percent of the shares entitled to vote at the meeting.
Adopted 1-25-60
-------
Amended 9-16-81
-------
Amended 2-20-85
-------
Amended 6-20-91
-------
Amended 4-21-94
-------
Article I: Section 1.3. Page 3
<PAGE> 13
ARTICLE I
SHAREHOLDER MEETINGS
Section 1.4. Actions without a Meeting. Any actions required to be taken at
shareholder meetings by the bylaws of this Association may be taken without a
shareholder meeting and shareholder vote if consent in writing, setting forth
the action so taken, is signed by all shareholders entitled to vote.
Adopted 9-16-81
-------
Amended 6-20-91
-------
Article I: Section 1.4. Page 4
<PAGE> 14
ARTICLE I
SHAREHOLDER MEETINGS
Section 1.5. Notice of Meetings. Except as otherwise provided by the laws
of the United States, or in these bylaws, a notice of the time, place and
purpose of every annual and special meeting of the shareholders shall be given
by first class mail, postage prepaid, mailed at least ten (10) days prior to the
date of such meeting to each shareholder of record at his or her address as
shown upon the books of this Association.
Whenever a meeting is adjourned for thirty (30) days or less, it shall not
be necessary to give any notice of the time or place of the adjourned meeting or
of the business to be transacted thereat other than by announcement at the
meeting in which the adjournment is taken.
Adopted 1-25-60
-------
Amended 9-16-81
-------
Amended 2-20-85
-------
Amended 4-21-94
-------
Article I: Section 1.5. Page 5
<PAGE> 15
ARTICLE I
SHAREHOLDER MEETINGS
Section 1.6. Quorum. At any meeting of the shareholders, the presence, in
person or proxy, of the holders of a majority of the issued and outstanding
stock of this Association entitled to vote at such meeting shall constitute a
quorum for the transaction of business except where otherwise provided by law or
by these bylaws. Business may be conducted once a quorum is present and may
continue to be conducted until adjournment sine die, notwithstanding the
withdrawal or temporary absence of shareholders leaving less than a quorum.
Adopted 1-25-60
-------
Amended 9-16-81
-------
Amended 6-20-91
-------
Amended 4-21-94
-------
Article I: Section 1.6. Page 6
<PAGE> 16
ARTICLE I
SHAREHOLDER MEETINGS
Section 1.7. Organization. At every meeting of the shareholders, the
Chairman of the Board or Chief Executive Officer shall preside or in the absence
of such persons, a Chairman chosen by a majority vote of the shareholders
present in person or by proxy and entitled to vote thereat, shall act as
Chairman. The Secretary of the Board or an Acting Secretary appointed by the
Chairman shall act as Secretary at all meetings of the shareholders.
Adopted 1-25-60
-------
Amended 10-1-77
-------
Amended 9-16-81
-------
Amended 2-20-85
-------
Amended 3-1-86
-------
Amended 4-21-94
-------
Article I: Section 1.7. Page 7
<PAGE> 17
ARTICLE I
SHAREHOLDER MEETINGS
Section 1.8. Voting. Save for the statutory right of shareholders to
cumulate their votes for the election of directors, in deciding all questions at
shareholder meetings of this Association, each shareholder of this Association
shall be entitled to one vote or corresponding fraction thereof for each share
of stock or fraction thereof standing in his or her name on the books of this
Association, or if some record date is fixed for the determination of
shareholders of record, then registered in his or her name on such record date.
Any vote by stock may be given by the shareholder entitled thereto in person by
his or her proxy appointed by an instrument in writing, subscribed by such
shareholder or by his or her attorney thereunto authorized and delivered to the
Secretary of the meeting, but no such proxy shall be voted or acted upon after
eleven months from the date of its execution unless the proxy provides for a
longer period.
At all shareholder meetings, all matters (except where otherwise provided
by law, the Articles of Association or these bylaws) shall be decided by the
vote of the holder of record of a majority of the shares of stock present in
person or by proxy and entitled to vote thereat.
Adopted 1-25-60
-------
Amended 9-16-81
-------
Amended 2-20-85
-------
Amended 4-21-94
-------
Article I: Section 1.8. Page 8
<PAGE> 18
ARTICLE I
SHAREHOLDER MEETINGS
Section 1.9. Irregularities. All informalities and irregularities at any
meeting of the shareholders with respect to calls, notices of meetings, the
manner of voting, the form of proxies and credentials, and the method of
ascertaining those present shall be deemed waived if no objection is made at the
meeting.
Adopted 1-25-60
-------
Amended 9-16-81
-------
Amended 6-20-91
-------
Amended 4-21-94
-------
Article I: Section 1.9. Page 9
<PAGE> 19
ARTICLE II
BOARD OF DIRECTORS
Section 2.1. General Powers. The property, affairs and business of this
Association shall be managed by the Board of Directors. The Board of Directors
shall have power and authority to make rules and regulations for the guidance of
the officers and employees of this Association and the transaction of its
business, not inconsistent with law, and subject to such laws may declare
dividends; elect all officers, prescribe their duties and fix and change their
compensation; call shareholder meetings; fix and determine the rate of interest
to be paid on deposits; regulate the deposit and withdrawal of funds; provide
for the security of public deposits, make all bylaws deemed necessary or proper
for the general regulation of this Association and the management and
administration of its affairs within the limitations prescribed by law; and
generally to exercise all powers necessary for the transaction of the business
of this Association. Nothing herein contained shall limit or restrict the powers
conferred by law and the Articles of Association of this Association upon the
Board of Directors.
Section 2.1.1. Indemnification. The Board of Directors shall be indemnified
to the full extent permitted by Delaware law, including but not limited to the
indemnification rights provided for in the Articles of Association of this
Association.
Adopted 1-25-60
-------
Amended 9-16-81
-------
Amended 5-21-86
-------
Amended 6-20-91
-------
Article II: Section 2.1. Page 10
<PAGE> 20
ARTICLE II
BOARD OF DIRECTORS
Section 2.2. Number. The Board of Directors of this Association shall
consist of such number of qualified individuals, not less than five (5) nor more
than twenty-five (25), as from time to time shall be determined in the manner
provided by law.
The Board of Directors, by vote of the majority of the full board, may
between annual shareholder meetings increase the number of directors within the
limits provided by law, and by like vote elect qualified persons to fill
vacancies created thereby.
Section 2.2.1. Executive Board. The Board of Directors may appoint an
Executive Board consisting of not less than five nor more than twenty members,
who shall hold office at the pleasure of the Board of Directors and shall serve
terms concurrent with those of the Board of Directors. The Executive Board's
sole responsibility is to keep management and the Board of Directors apprised of
business developments affecting and/or relevant to the goals and objectives of
this Association. Initially, the Executive Board shall provide to management and
the Board of Directors advice and recommendations concerning the Association's
market, appropriate products and services and methods of effectively promoting
and delivering them, the Association's role in its local community, and such
other matters as may be agreed upon between the Executive Board and the Board of
Directors. The Executive Board shall regularly be furnished information
concerning the Association's performance and plans sufficient to enable its
members to assess the appropriateness and feasibility of courses of action which
the Executive Board may wish to consider recommending. The function of the
Executive Board shall be more fully delineated in a Charter established by
management of the Association, which shall be proposed by the Executive Board
and adopted by it after revision, if any, and approval by the Board of
Directors.
Executive Board members shall have no power to vote, shall not have any
authority to direct, nor any responsibility for the direction of, the management
of this Association, and shall not be entitled to any of the rights and
privileges of other Directors, except for the receipt of compensation and
reimbursement for expenses incurred in attending meetings of the Executive Board
as may be fixed by the Board of Directors. Executive Board members shall be
subject to the duties of loyalty and of confidentiality which are applicable to
Directors.
The Executive Board shall meet at such time and place as is established or
required by management of this Association.
Adopted 1-25-60 Amended 9-16-81
------- -------
Amended 9-10-60 Amended 2-20-85
------- -------
Amended 4-20-77 Amended 3-1-86
------- -------
Amended 5-18-77 Amended 4-21-94
------- -------
Article II: Section 2.2. Page 11
<PAGE> 21
ARTICLE II
BOARD OF DIRECTORS
Section 2.3. Qualification, Election and Term of Office. Directors shall
hold qualifying shares of stock of a value meeting the requirements of the
National Bank Act and regulations promulgated pursuant thereto. Directors shall
be elected at the annual shareholder meeting or at any special shareholder
meeting, or by the Board of Directors to fill vacancies, as provided by law or
by these bylaws, except that no person shall be nominated who shall have
attained the age of 70 on or before the annual meeting at which directors are to
be elected. Each director shall take and subscribe his or her oath of office in
form and manner required by law before entering upon his or her duties of such
director.
At each annual election each director shall be elected to hold office for
one year and until his or her successor is elected and has qualified, or until
his or her death, or until he or she shall resign or shall have become
disqualified or shall have been removed from office. Any director who fails to
own qualifying stock in the amount and manner provided by the National Bank Act
and regulations promulgated pursuant thereto shall be disqualified and, without
the necessity of any formal resignation, shall cease to be a director, provided
that no action of the Board of Directors, based upon the vote or written consent
of such disqualified director, shall be invalidated by reason of such
disqualification until notice of such disqualification shall have been served
upon or come to the attention of the Board of Directors.
Officers of this Association who are otherwise qualified may be elected to
the Board of Directors.
Adopted 12-21-60
-------
Amended 3-12-69
-------
Amended 10-14-71
-------
Amended 9-16-81
-------
Amended 2-20-85
-------
Amended 4-21-94
-------
Article II: Section 2.3. Page 12
<PAGE> 22
ARTICLE II
BOARD OF DIRECTORS
Section 2.4. Quorum and Manner of Acting. A majority of all the members of
the Board of Directors shall constitute a quorum for the transaction of business
at any meeting and, except as otherwise expressly provided by law or by these
bylaws, the act of a majority of the directors present at any meeting at which a
quorum is present shall be the act of the Board of Directors. Any Director may
participate in the transaction of business and vote in any meeting of the Board
of Directors by telephone and such Director's participation shall count towards
determination of a quorum hereunder. Such telephonic participation shall be
treated in the same manner as if such Director was physically present at the
meeting. The transaction of business by use of proxy vote is not authorized. In
the absence of a quorum a majority of the directors present, or if only one
director shall be present, such director, may adjourn any meeting to a day
certain or from day to day or from time to time until a quorum is in attendance.
Notice of adjourned meeting need not be given, except as required by law.
In the event of an emergency declared by the President of the United States
or by the person performing the President's functions, or of a disaster of
sufficient severity to prevent the direction of this Association by the Board as
contemplated by these bylaws, a majority of the members of the Board who are
available for the transaction of business shall constitute a quorum and be
vested with all the authority of the Board except as to transactions which, by
the laws of the United States, require approval by a greater number of
directors.
Adopted 1-25-60
-------
Amended 4-20-77
-------
Amended 9-17-80
-------
Amended 2-20-89
-------
Amended 6-20-91
-------
Amended 4-21-94
-------
Article II: Section 2.4. Page 13
<PAGE> 23
ARTICLE II
BOARD OF DIRECTORS
Section 2.5. Organizational Meeting. The Board of Directors shall meet for
the purpose of organization and the transaction of other business as soon as
practicable after the annual shareholder meeting at which they have been
elected. The meeting shall be held on the same day and at the same place as the
shareholder meeting, or, if permitted by law, as may be otherwise provided by
vote of the shareholders at said shareholder meeting. Notice of such meeting
need not be given.
At the first meeting of the Board of Directors hereinabove described the
newly elected and re-elected directors shall proceed to take their oaths, elect
officers, establish or approve salary programs, approve committees of the Board
and management, and otherwise organize the Board. The Board may transact such
other business as may properly come before the meeting.
In addition to the officers of this Association enumerated in Section 4.1
of Article IV of these bylaws, the Board shall proceed to elect a secretary to
the Board in accordance with Section 4.12 below who shall act as such until the
next annual meeting of the Board of Directors or until his or her successor
shall have been elected. The secretary to the ard shall also act as secretary of
shareholder meetings of this Association.
Adopted 1-25-60
--------
Amended 10-14-71
--------
Amended 4-20-77
--------
Amended 5-18-77
--------
Amended 9-16-81
--------
Amended 2-20-85
--------
Amended 6-20-91
--------
Amended 4-21-94
--------
Article II: Section 2.5. Page 14
<PAGE> 24
ARTICLE II
BOARD OF DIRECTORS
Section 2.6. Regular Meetings. Regular monthly meetings of the Board of
Directors shall be held in accordance with a Schedule of Meetings established by
the Chairman of the Board at the main office of this Association or at such
other place or places as may be authorized or hereinafter provided. The regular
March meeting may be held immediately following the Annual Meeting of the
Shareholders and the Organizational Meeting of the Board of Directors. The Board
of Directors may cancel any regular meeting through an appropriate resolution
adopted by the Board of Directors, and may, upon the vote of a majority of the
directors present at any meeting, adjourn any meeting to a day certain or from
day to day. Notice of adjourned meeting need not be given, except as required by
law.
Any regular meeting of the Board of Directors may be held at any other time
or place where authorized by the Board of Directors at any prior meeting or by
the Chairman of the Board and Chief Executive Officer, or the President between
meetings of the Board.
Notice of regular meetings of the Board of Directors need not be given
except in cases where the Chairman of the Board has designated a different day
of meeting than previously set for in his or her Schedule of Meetings, or has
designated another place for such meeting in which event notice of such meeting,
stating the time and place thereof, shall be given.
Adopted 1-25-60 Amended 3-1-86
------- -------
Amended 3-9-66 Amended 2-21-90
------- -------
Amended 1-17-68 Amended 6-20-91
------- -------
Amended 3-13-74 Amended 10-1-77
------- -------
Amended 9-17-75 Amended 4-21-94
------- -------
Amended 2-20-85
-------
Article II: Section 2.6. Page 15
<PAGE> 25
ARTICLE II
BOARD OF DIRECTORS
Section 2.7. Special Meetings. Special meetings of the Board of Directors
may be held whenever called by the Chairman of the Board, Chief Executive
Officer, or by any other officer designated to act on their behalf. Special
meetings of the Board of Directors shall be called by the Chairman of the Board,
Chief Executive Officer, or the Secretary to the Board at the written request of
three or more directors. Special meetings shall be held at the main office of
this Association, or at such other locations as may be specified in the notice
thereof.
Adopted 1-25-60
-------
Amended 9-17-75
-------
Amended 10-1-77
-------
Amended 2-20-85
-------
Amended 3-1-86
-------
Amended 4-21-94
-------
Article II: Section 2.7. Page 16
<PAGE> 26
ARTICLE II
BOARD OF DIRECTORS
Section 2.8. Actions without a Meeting. Any action required to be taken at
a meeting of the directors by the bylaws of this Association may be taken
without a directors meeting if consent in writing, setting forth the action so
taken, is signed by all directors entitled to vote with respect to the subject
matter thereof.
Adopted 9-16-81
-------
Amended 4-21-94
-------
Article II: Section 2.8. Page 17
<PAGE> 27
ARTICLE II
BOARD OF DIRECTORS
Section 2.9. Special Meetings - Notice. Notice of special meetings shall be
given by written or printed notice, by telegraph, by telephone, by facsimile
transmission, or orally, provided that oral notice is confirmed in writing.
Said notice shall state the time, place and purpose of the meeting. A
record of such notice, by whom given and the manner in which given, shall be
entered upon the minutes of any special meeting of the Board of Directors, and
the said minutes on being read and approved at any subsequent meeting of the
Board shall be conclusive upon the question of service.
The attendance of any director at any regular or special meeting of the
Board of Directors, or a prior or subsequent consent thereto, shall constitute a
waiver of any such notice and a consent to the holding of such meeting and to
the consideration and action upon all matters which may come before such
meeting, except when he or she attends the meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.
Adopted 1-25-60
-------
Amended 2-20-85
-------
Amended 4-21-94
-------
Article II: Section 2.9. Page 18
<PAGE> 28
ARTICLE II
BOARD OF DIRECTORS
Section 2.10. Organization. At any meeting of the Board of Directors, the
Chairman of the Board, or in the absence of such person, a director to be chosen
by a majority of the directors present, shall act as Chairman. The Secretary of
the Board, or in the Secretary's absence such person as may be designated by the
presiding director, shall act as Secretary of the meeting and keep the minutes
thereof.
Adopted 1-25-60
-------
Amended 10-1-77
-------
Amended 2-20-85
-------
Amended 3-1-86
-------
Amended 4-21-94
-------
Article II: Section 2.10. Page 19
<PAGE> 29
ARTICLE II
BOARD OF DIRECTORS
Section 2.11. Order of Business. At all meetings of the Board of Directors
business shall be transacted in such order as the Board of Directors may from
time to time by resolution determine, or in the absence of such determination as
the Chairman of the meeting may determine. To the extent the Board elects to
establish committees of the Board, copies of the minutes of meetings of such
committees, approved by that committees since the last meeting of the Board of
Directors, shall be made available to each director present and reviewed in
depth by a member of that committee. Notation of such review shall be entered
upon the minutes of the Board of Directors.
Adopted 1-25-60
-------
Amended 4-20-77
-------
Amended 4-21-94
-------
Article II: Section 2.11. Page 20
<PAGE> 30
ARTICLE II
BOARD OF DIRECTORS
Section 2.12. Resignations. Any director of this Association may resign at
any time by giving written notice of his or her resignation to the Chairman of
the Board, Chief Executive Officer, President or to the Secretary to the Board
of this Association. Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective is not
specified therein, it shall take effect immediately upon its receipt by the
Chairman of the Board, Chief Executive Officer, President or the Secretary, as
the case may be; and unless otherwise specified therein, the acceptance of such
resignation by the Board of Directors shall not be necessary to make it
effective.
Adopted 1-25-60
-------
Amended 9-17-75
-------
Amended 10-1-77
-------
Amended 2-20-85
-------
Amended 3-1-86
-------
Amended 4-21-94
-------
Article II: Section 2.12. Page 21
<PAGE> 31
ARTICLE II
BOARD OF DIRECTORS
Section 2.13. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, removal, or any other cause, including disqualification as
provided in Article II, Section 2.3 of these bylaws, and any newly created
directorship, shall be filled as soon as deemed practical under the
circumstances, by a majority vote of the remaining directors in office,
including any director whose resignation from the Board becomes effective at a
future time, though less than a quorum, or by a sole remaining director,
provided that any vacancy not filled by the directors may be filled at any
special shareholder meeting by vote of shareholders entitled to exercise a
majority of the voting power of this Association. Each director so elected shall
hold office for a term to expire at the next annual election of directors and
until his or her successor shall be duly elected and qualified, or until his or
her death, or until he or she shall resign or shall have become disqualified or
shall have been removed from office in the manner herein provided. During the
existence of any vacancy, howsoever caused, the remaining directors shall
possess and exercise all of the powers of the Board of Directors.
Adopted 1-25-60
-------
Amended 9-17-80
-------
Amended 9-16-81
-------
Amended 2-20-85
-------
Amended 4-21-94
-------
Article II: Section 2.13. Page 22
<PAGE> 32
ARTICLE II
BOARD OF DIRECTORS
Section 2.14. Compensation. Directors shall receive such compensation,
fees, and reimbursement of expenses as may be fixed by the Board of Directors.
Directors may receive compensation, fees, and reimbursement of expenses as may
be fixed by the Board for services on any Committee of the Board or for any
special services rendered upon and under the direction of the Board.
Adopted 1-25-60
-------
Amended 2-20-85
-------
Amended 4-21-94
-------
Article II: Section 2.14. Page 23
<PAGE> 33
ARTICLE III
COMMITTEES
Section 3.1. Executive Committee. During the intervals between the meetings
of the Board of Directors the general authority of the Board of Directors may be
vested in the Executive Committee. To the extent one is established, and subject
to the review of its actions by the Board of Directors, the Executive Committee
shall decide questions of corporate policy and shall counsel with and aid the
officers of this Association in matters concerning its interests and the
management of its business, except that such committee shall have no power or
authority as to the following:
- The adoption, amendment, or repeal of the bylaws;
- The declaration of dividends; and
- Any other action proscribed by law or by ruling of a
regulatory authority.
The Board of Directors shall designate five or more of its number as an
Executive Committee which may meet at stated times or on notice to all by any of
its number. The Chairman of the Board, Chief Executive Officer, and President
may be members of the Executive Committee.
The Board of Directors may elect the Chairman of the Executive Committee
and may appoint one or more Vice Chairman of the Executive Committee. All
members of the Executive Committee shall enjoy the same privilege of voice and
vote and shall have the same rights and duties.
A majority of all members of the Executive Committee shall constitute a
quorum for the transaction of business. The act of a majority of the members
present at any meeting at which there is a quorum shall be the act of such
committee.
In the absence or disqualification of any member of the Executive
Committee, absent objection by any qualified member or members thereof present
at any meeting, whether or not a quorum has been constituted, the Secretary may
invite another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.
The Executive Committee is authorized to appoint a Secretary, who need not
be a member of the Board of Directors, and such other officers as it may deem
necessary or advisable and may make such rules and regulation as it shall deem
necessary or advisable, consistent with these bylaws and resolutions of the
Board.
The Executive Committee shall keep true and correct minutes of all
meetings. Copies of such minutes shall be filed with the Board of Directors
prior to each regular meeting of the Board of Directors.
Article III: Section 3.1. Page 24
<PAGE> 34
ARTICLE III
COMMITTEES
In the event of an emergency declared by the President of the United States
or by the person performing his functions, or of a disaster of sufficient
severity to prevent the direction of this Association by its directors and
officers as contemplated by these bylaws, and in the event of the
unavailability, at such time, of a minimum of two members of the then incumbent
Executive Committee, any three available directors shall constitute the
Executive Committee for the full conduct and direction of the affairs and
business of this Association, including, but not limited to, all the powers
reserved to or vested in other committees of the Board of Directors as well as
the Executive Committee.
Adopted 1-25-60
-------
Amended 1-17-68
-------
Amended 1-20-74
-------
Amended 10-1-77
-------
Amended 2-20-85
-------
Amended 3-1-86
-------
Amended 4-21-94
-------
Article III: Section 3.1. (continued) Page 25
<PAGE> 35
ARTICLE III
COMMITTEES
Section 3.2. Independent Audit Committee. The Board of Directors shall
appoint an Independent Audit Committee consisting of a minimum of three
directors. Independent Audit Committee members shall be independent directors
and not current members of the Association's management. The Committee's
responsibility is to insure that the Association has a strategic audit plan and
an efficient and effective audit program, consistent with generally accepted
auditing standards. The strategic plan and audit program shall contribute to the
goals and objectives of the Association. The Committee shall have authority to
employ such assistance in the performance of its duties as it may deem
necessary.
The Independent Audit Committee shall report significant audit matters on a
timely basis to the Board of Directors. External audit reports and Trust
Division audit reports, together with action taken thereon, shall be noted in
the minutes of the Board of Directors.
The Independent Audit Committee shall perform such other duties as the
Board of Directors or the Executive Committee may from time to time assign.
Adopted 1-25-60
--------
Amended 10-14-63
--------
Amended 8-9-72
--------
Amended 5-11-73
--------
Amended 9-17-80
--------
Amended 4-21-82
--------
Amended 6-20-91
--------
Amended 7-15-93
--------
Article III: Section 3.2. Page 26
<PAGE> 36
ARTICLE III
COMMITTEES
Section 3.3. Trust Committee. The Board of Directors shall appoint a Trust
Committee, to consist of not less than three directors of this Association other
than directors who are active officers of this Association.
The Trust Committee is responsible for the proper exercise by this
Association of its fiduciary powers. All matters pertinent thereto, including
the determination of policy, the investment and disposition of property held in
a fiduciary capacity, and the direction and review of actions of officers and
committees utilized by this Association in the exercise of its fiduciary powers,
are the responsibility of this Committee, acting for the Board. In discharging
this responsibility the Trust Committee may assign, by action duly entered in
the minutes of its meetings, the administration of such of the fiduciary powers
of this Association as it may consider proper to assign to such officer or
officers or committee or committees as it may designate.
Through appropriate assignment of performance of responsibility, direct
inquiry on a regular or periodic basis, or other means determined by the
Committee, the Trust Committee shall ensure compliance by the Trust Division
with laws, regulations, rulings governing operations of the Trust Division
including:
1. The proper acceptance of fiduciary accounts and the maintenance of
written records of all such acceptances and of all relinquishments of fiduciary
accounts.
2. As required by law, the periodic review of all trust accounts to
determine the advisability of retaining or disposing of the assets held in each
fiduciary account where the bank has investment responsibilities.
3. The designation, employment, or retention of legal counsel, to provide
counsel readily available to pass upon fiduciary matters and to advise the Trust
Division.
4. The periodic review of the extent of utilization by the Trust Division
of personnel and facilities of other divisions and offices of this Association,
to preserve the separate identity of the Trust Division.
The Trust Committee shall hold formal meetings as a committee, shall
maintain separate minutes of all meetings held and of actions taken, and shall
report its actions and recommendations at regular meetings of the Board of
Directors.
Adopted 1-25-60
-------
Amended 1-16-63
-------
Amended 6-12-68
-------
Amended 9-10-69
-------
Amended 8-9-72
-------
Amended 9-17-80
-------
Article III: Section 3.3. Page 27
<PAGE> 37
ARTICLE III
COMMITTEES
Section 3.4. Other Committees. The Board of Directors or the Executive
Committee or, pursuant to the authority of the Board of Directors or the
Executive Committee, the Chairman of the Board and Chief Executive Officer and
President, may from time to time create and appoint any other committee or
committees, whether composed of directors, officers, or employees, with such
duties, responsibilities, and authority as may be prescribed by the Board of
Directors or the Executive Committee or by the Chairman of the Board and Chief
Executive Officer and President pursuant to the authority of the Board of
Directors or of the Executive Committee.
A majority of all the members of any such committee may determine its
action and fix the time and place, whether within or without the State of
Arizona, of its meetings and specify what notice thereof, if any, shall be
given, unless the Board shall otherwise by resolution provided. The Board of
Directors or the Chairman of the Board, Chief Executive Officer or President
pursuant to the authority of the Board to appoint such committee, shall have
power to, with or without cause, change the members of any such committee, to
fill vacancies and to dissolve any such committee at any time.
Any committee may appoint one or more sub-committees, of its own members,
to advise with such committee, or to apportion the work of such committee.
Section 3.4.1 Other Committees. The Board of Directors may appoint other
committees from time to time, the members of which may or may not be directors
of this Association, to perform such limited or specific duties or functions as
the Board from time to time may prescribe.
Any committee may appoint one or more sub-committees, of its own members,
to advise with such committee, or to apportion the work of such committee.
Adopted 1-25-60
-------
Amended 9-17-75
-------
Amended 10-1-77
-------
Amended 2-20-85
-------
Amended 3-1-86
-------
Amended 4-21-94
-------
Article III: Section 3.4. Page 28
<PAGE> 38
ARTICLE III
COMMITTEES
Section 3.5. Resignations. To the extent the Board elects to establish a
committee of the Board, any member of such committee may resign therefrom at any
time by giving written notice of his or her resignation to the Chairman of the
Board, Chief Executive Officer, or to the Secretary to the Board of this
Association. Any such resignation shall take effect at the time specified
therein, or if the time when it shall become effective is not specified therein,
it shall take effect immediately upon its receipt by the Chairman of the Board,
Chief Executive Officer, or the Secretary, as the case may be; unless otherwise
specified therein, the acceptance of such resignation by the Board of Directors
shall not be necessary to make it effective.
Adopted: 4-21-94
-------
Article III: Section 3.5. Page 29
<PAGE> 39
ARTICLE III
COMMITTEES
Section 3.6. Quorum. A majority of all the members of any Committee,
exclusive of ex-officio members, if any, shall constitute a quorum for the
transaction of business at any meeting. However, ex-officio members, if present
at any meeting, shall be counted in determining the presence of a quorum. The
act of a majority of the members present at any meeting at which a quorum is
present shall be the act of the Committee.
In the absence of a quorum a majority of the members present, or if only
one member is present, such member, may adjourn any meeting to a day certain or
from time to time until a quorum is in attendance. Notice of an adjourned
meeting need not be given.
Adopted 1-25-60
-------
Amended 9-17-80
-------
Amended 4-21-94
-------
Article III: Section 3.6. Page 30
<PAGE> 40
ARTICLE IV
OFFICERS
Section 4.1. Number and Titles. The following official designations for
corporate officers are established for this Association, with precedence as
shown:
Corporate Titles
----------------
Chairman of the Board
Chief Executive Officer
Chairman of any Executive Committee
President
Executive Vice President (one or more)
Senior Vice President (one or more)
Area President/Area Manager (one or more)
Vice President (one or more)
Controller
General Auditor
Secretary to the Board of Directors
Assistant Vice President (one or more)
Banking Officer
In addition to the above, the Board of Directors or the Executive Committee
may elect such officers with such titles as it may from time to time find are
required for the transaction of the business of this Association. Precedence
among officers shall be determined by the Board of Directors or the Executive
Committee.
Official titles may be used in combination, when so determined in the
manner outlined in Section 4.2 of this Article, except that one officer shall
not be designated as Chairman of the Board and Chief Executive Officer and
President and the officer designated pursuant to Section 4.7 below to perform
the duties of a cashier as the same may be prescribed by applicable law and
regulation.
Adopted 1-17-62 Amended 5-9-73
-------- --------
Amended 1-18-67 Amended 11-20-74
-------- --------
Amended 1-17-68 Amended 7-23-76
-------- --------
Amended 7-9-69 Amended 10-1-77
-------- --------
Amended 9-10-69 Amended 2-20-85
-------- --------
Amended 7-8-70 Amended 3-1-86
-------- --------
Amended 9-9-70 Amended 9-18-90
-------- --------
Amended 10-14-71 Amended 6-20-91
-------- --------
Amended 8-9-72 Amended 4-21-94
-------- --------
Article IV: Section 4.1. Page 31
<PAGE> 41
ARTICLE IV
OFFICERS
Section 4.2. Elections, Appointments and Removals. The officers shall be
elected or appointed by the Board of Directors at the annual organizational
meeting (the first meeting after the election of the Board) and shall hold
office at the pleasure of the Board. Other officers, either in addition to or in
place of officers elected at the organizational meeting of the Board, may also
be appointed by the Board of Directors or by the Executive Committee at any
regular or special meeting during the year.
The authority of the Board of Directors to appoint Banking Officers is
delegated, without restriction, to the Chairman of the Board and Chief Executive
Officer, and the Manager of the Southwest Region Human Resource Management
Group, each of whom may appoint members of the staff to the title of Banking
Officer, which appointees shall hold office at the pleasure of the Board until
their appointment is terminated by the appointing authority, whichever occurs
first .
Notwithstanding anything to the contrary contained in these bylaws, the
authority of the Board of Directors to dismiss officers at pleasure is
delegated, without restriction, to the Chairman of the Board and Chief Executive
Officer and to the Manager of the Southwest Region Human Resource Management
Group, each of whom is authorized to dismiss any officer of equal or lesser
corporate title, or to appoint an officer to a corporate title in a lower level
than that to which he or she was elected by the Board of Directors or the
Executive Committee, or to appoint an officer to a corporate title or position
of a lower salary grade or level than that to which he or she was elected by the
Board of Directors, or to remove a corporate title from any officer of equal or
lesser corporate title.
Adopted 1-25-60 Amended 1-15-86
-------- -------
Amended 1-18-67 Amended 3-1-86
-------- -------
Amended 10-14-71 Amended 1-21-87
-------- -------
Amended 10-1-77 Amended 9-18-90
-------- -------
Amended 2-20-85 Amended 6-20-91
-------- -------
Amended 12-18-85 Amended 4-21-94
-------- -------
Article IV: Section 4.2. Page 32
<PAGE> 42
ARTICLE IV
OFFICERS
Section 4.3. Duties and Bonds. The accountabilities, responsibilities and
authority of the officers shall be as provided by law, or specifically set forth
in these bylaws, or shall be such as have been or may be prescribed and
established by the Board of Directors or the Executive Committee at any time or
from time to time. For officers whose major accountabilities and
responsibilities are set forth in these bylaws, the Chairman of the Board and
Chief Executive Officer and President or officer acting under the authority of
the Chairman of the Board and Chief Executive Officer and President may, at any
time or from time to time, add new or collateral accountabilities and
responsibilities to meet the needs of this Association.
Accountabilities and responsibilities of officers shall be such as have
been set forth in job description summaries prepared and approved in accordance
with procedures established by the Chairman of the Board and Chief Executive
Officer and President.
Authority of officers to sign documents on behalf of this Association shall
be prescribed in Article V of these bylaws. When the signatures of two officers
are required, a person holding two offices shall act or sign only in his or her
capacity as one of such officers.
The Board of Directors shall provide for such fidelity insurance and surety
bonds covering the officers and employees of this Association as it may
determine to be prudent and advisable in the interest of this Association.
Adopted 1-25-60
-------
Amended 1-18-67
-------
Amended 8-9-72
-------
Amended 5-18-77
-------
Amended 2-20-85
-------
Amended 3-1-86
-------
Article IV: Section 4.3. Page 33
<PAGE> 43
ARTICLE IV
OFFICERS
Section 4.4. Chairman of the Board, Chief Executive Officer and President
of this Association. The Chairman of the Board, Chief Executive Officer and
President shall be members of the Board of Directors and the Chairman of the
Board shall preside as Chairman at meetings of the Board and as Chairman at
shareholder meetings. The Chief Executive Officer and President shall have
general executive supervision of the business and affairs of the Association and
over its several officers and shall be an ex-officio member of all committees,
except committees on which officers of the Association are prohibited from
serving by the laws of the United States or these bylaws.
During the temporary absence or inability to act as the Chairman of the
Board,, an officer who shall have been designated by the Chairman of the Board
shall perform the duties and have the authority of the Chairman of the Board. In
the absence or disability of such officer and if another officer shall have not
been designated by the Chairman of the Board, an officer designated by the Board
of Directors or the Executive Committee shall perform such duties and have such
authority.
Adopted 1-16-67
--------
Amended 9-9-72
--------
Amended 11-20-74
--------
Amended 10-1-77
--------
Amended 9-17-80
--------
Amended 9-16-81
--------
Amended 2-20-85
--------
Amended 3-1-86
--------
Amended 4-21-94
--------
Article IV: Section 4.4. Page 34
<PAGE> 44
ARTICLE IV
OFFICERS
Section 4.5. Area President/Area Manager. The Board of Directors may elect
one or more Area Presidents/Area Managers with such accountabilities,
responsibilities, and authority as may be prescribed by the Chairman of the
Board or Chief Executive Officer.
In addition to regularly assigned accountabilities and responsibilities,
which shall be defined in job description summaries developed in accordance with
Section 4.3 of these bylaws, the Area Presidents shall serve on such committees,
represent this Association at such meetings and conventions, and perform such
other functions as may be directed by the Chairman of the Board or Chief
Executive Officer.
Adopted 1-18-67
--------
Amended 8-9-72
--------
Amended 11-20-74
--------
Amended 10-1-77
--------
Amended 2-20-85
--------
Amended 3-1-86
--------
Amended 4-21-94
--------
Article IV: Section 4.5. Page 35
<PAGE> 45
ARTICLE IV
OFFICERS
Section 4.6. The Vice Presidents. The Board of Directors or the Executive
Committee may elect one or more Executive Vice Presidents, Senior Vice
Presidents, Vice Presidents and Assistant Vice Presidents (collectively, the
"Vice Presidents") with such accountabilities, responsibilities, and authority
as may be prescribed by the Chairman of the Board, Chief Executive Officer, or
President. Vice Presidents shall be responsible for the effective operation of
divisions, principal departments, or major offices or for the performance of
specialized functions requiring an exceptionally high degree of training and
experience.
Under the direction of a Vice President or other duly designated senior
officer, Assistant Vice Presidents shall be responsible for the effective
operation of lesser departments, offices, or for the performance of specialized
functions requiring a high degree of training or experience.
In addition to regularly assigned accountabilities and responsibilities,
which shall be defined through job description summaries developed in accordance
with Section 4.3 of these bylaws, the Vice Presidents shall serve on such
committees, represent this Association at such meetings and conventions, and
perform such other functions as may be directed by appropriate senior authority.
Adopted 1-18-67
-------
Amended 8-9-72
-------
Amended 10-1-77
-------
Amended 2-20-85
-------
Amended 3-1-86
-------
Amended 6-20-91
-------
Amended 4-21-94
-------
Article IV: Section 4.6. Page 36
<PAGE> 46
ARTICLE IV
OFFICERS
Section 4.7. Delegation of Duties Generally Performed by Cashier. The
officer designated by the Board of Directors as its Secretary pursuant to
Section 4.12 shall also perform and discharge the duties of a cashier as the
same may be prescribed by applicable law and regulation.
In addition to regularly assigned accountabilities and responsibilities,
which shall be defined in job description summaries developed in accordance with
Section 4.3 of these bylaws, the designated officer shall serve on such
committees, represent this Association at such meetings and conventions, and
perform such other functions as may be directed by appropriate authority.
Adopted 1-25-60
-------
Amended 1-18-67
-------
Amended 1-17-68
-------
Amended 8-9-72
-------
Amended 5-18-77
-------
Amended 2-20-85
-------
Amended 3-1-86
-------
Amended 6-20-91
-------
Amended 4-21-94
-------
Article IV: Section 4.7. Page 37
<PAGE> 47
ARTICLE IV
OFFICERS
Section 4.8. Controller. Under the direction of the Chairman of the Board,
Chief Executive Officer, President or officer acting under the authority of the
Chairman of the Board, Chief Executive Officer, or President, the Controller
shall have supervision of and be responsible for corporate accounting, including
tax accounting, investment accounting, cost accounting, and related accounting
functions and for reporting of the fiscal results of operations.
When directed by the Chairman of the Board, Chief Executive Officer,
President or officer acting under the authority of the Chairman of the Board,
Chief Executive Officer, or President, the Controller shall be responsible
through designated supervisors for the effective operations of other
organizational groupings with duties related to the fiscal functions.
In addition to regularly assigned accountabilities and responsibilities,
which shall be defined in job description summaries developed in accordance with
Section 4.3 of these bylaws, the Controller shall serve on such committees,
represent the bank at such meetings and conventions, and perform such other
functions as may be directed by appropriate authority.
Adopted 5-18-77
-------
Amended 2-20-85
-------
Amended 3-1-86
-------
Amended 5-21-86
-------
Amended 9-18-90
-------
Amended 4-21-94
-------
Article IV: Section 4.8. Page 38
<PAGE> 48
ARTICLE IV
OFFICERS
Section 4.9. Division Head, Trust and Financial Services Division. Under
the direction of the Chairman of the Board and Chief Executive Officer and
President, or an Executive Vice President, the officer designated by management
as head of the Trust and Financial Services Division shall be responsible for
the operation of the division to provide a full range of profitable trust,
investment, property management, and other fiduciary services.
The division head is responsible for the effective operation of the Trust
and Financial Services Division in compliance with applicable Federal and
Arizona laws, regulations and rulings of designated regulatory agencies, these
bylaws, and applicable administrative policies and regulations of this
Association. In addition to regularly assigned accountabilities and
responsibilities, which shall be defined through job description summaries
developed in accordance with Section 4.3 of these bylaws, the Division Head
shall serve on such committees, represent this Association at such meetings and
conventions, and perform such other duties as may be directed by appropriate
senior authority.
The Board of Directors or Executive Committee may elect one or more
Officers of various levels to assist the Division Head in conducting the
effective operation of the Trust and Financial Services Division. Duties and
responsibilities of such Officers shall be defined as required by Section 4.3 of
these bylaws.
Adopted 1-18-67 Amended 6-27-89
------- -------
Amended 8-9-72 Amended 6-20-91
------- -------
Amended 9-17-75 Amended 2-20-85
------- -------
Amended 10-1-77 Amended 4-21-94
------- -------
Amended 3-1-86
-------
Article IV: Section 4.9. Page 39
<PAGE> 49
ARTICLE IV
OFFICERS
Section 4.10. Other Functions. To provide for essential functions not
otherwise set forth in these bylaws, the Board of Directors, Executive
Committee, or Chairman of the Board and Chief Executive Officer, or President
shall establish groups, divisions or departments with responsibilities herein
defined, or shall assign responsibilities for these functions to appropriate
officers. Where it is deemed necessary to establish separate groups, divisions
or departments, each such group, division or department shall be under the
administration of an officer appointed by the Chairman of the Board and Chief
Executive Officer, or President.
Section 4.10.1. Investments. Responsibility for investment activities of
this Association, including investment in bonds, trading in municipal bonds,
analysis of investments, trading in stocks and bonds, and settlement of all
investment activities on behalf of this Association shall be assigned to a
division.
Section 4.10.2. Human Resource Management Group.
Responsibility for specialized functions in support of Human Resource
Management Group policies and practices, including hiring, orientation,
training, position assignments, performance review, salary administration,
fringe benefits, employee services, and related items shall be assigned to a
Human Resource Management Group.
The responsibility to insure that Human Resource Management Group policies
and practices are in conformance with federal and state labor legislation shall
be defined and allocated as is necessary and appropriate to insure compliance
and conformity therewith.
Section 4.10.3. Credit and Credit Administration. Responsibilities for
centralized credit information, credit analysis, loan recovery, loan portfolio
evaluation, and other specialized functions in support of lending programs, not
otherwise assigned, shall be assigned to a group, division, department, or
series of departments established for these purposes.
Section 4.10.4. Bank Properties Management. Responsibility for the purchase
and sale of real property of this Association or its subsidiaries, for new
construction of such real property, and for the maintenance of properties shall
be assigned to a group.
Section 4.10.5. External Affairs. Responsibilities for the relationships of
this Association with its customers, prospective customers, and the general
public - including development and administration of aggressive programs of
research of customer needs, marketing of existing and new services, and
marketing assistance to other firms; of advertising and news releases; of sales
presentations, schedules for personal calls, and in-bank receptions; of
relationships with other banks; of participation in community endeavors; and of
such other programs as may prove effective, economical, and appropriate to
overall banking objectives shall be assigned to groups, divisions or departments
staffed by persons skilled in such functions.
Divisions or departments performing the above functions may report
independently to the Chairman of the Board and Chief Executive Officer, or
President, or an executive vice president, or they may be combined into a single
group.
Section 4.10.6. Compliance. Responsibility for the development and
implementation of policies and procedures designed to ensure compliance
throughout the Association with applicable laws and regulations shall be
Article IV: Section 4.9. Page 40
<PAGE> 50
ARTICLE IV
OFFICERS
assigned to an appropriate officer and division designated by management. The
designation of such officer shall not, however, diminish the individual
responsibility of every employee of the Association to maintain a current
awareness and understanding of appropriate banking laws, regulations, internal
policies of the Association and procedures, and to comply fully therewith.
Adopted 1-18-67
-------
Amended 8-9-72
-------
Amended 9-17-75
-------
Amended 10-1-77
-------
Amended 1-18-84
-------
Amended 2-20-85
-------
Amended 1-15-86
-------
Amended 3-1-86
-------
Amended 1-21-87
-------
Amended 6-20-91
-------
Article IV: Section 4.9. (continued) Page 41
<PAGE> 51
ARTICLE IV
OFFICERS
Section 4.11. General Auditor. The Board of Directors shall appoint a
General Auditor. The General Auditor, with the concurrence of the Independent
Audit Committee, shall develop and implement a strategic audit plan, and an
efficient and effective audit program consistent with generally accepted
auditing standards. The strategic plan and audit program shall contribute to the
goals and objectives of this Association.
The General Auditor shall have access to all Association records and
personnel necessary for the timely completion of official duties.
The General Auditor shall be accountable to the Board of Directors, through
the Independent Audit Committee; for administrative purposes the General Auditor
shall be responsible to the Chairman of the Board and Chief Executive Officer.
Adopted 1-25-60
-------
Amended 1-18-67
-------
Amended 8-9-72
-------
Amended 5-11-73
-------
Amended 5-18-77
-------
Amended 4-21-82
-------
Amended 2-20-85
-------
Amended 3-1-86
-------
Amended 6-20-91
-------
Amended 4-21-94
-------
Article IV: Section 4.11. Page 42
<PAGE> 52
ARTICLE IV
OFFICERS
Section 4.12. Secretary to the Board of Directors. The Board of Directors
shall elect an officer of this Association as Secretary to the Board and to the
Executive Committee. The Secretary shall also serve in that capacity at
shareholder meetings.
Under the direction of the Chairman of the Board and Chief Executive
Officer, the Secretary is responsible to prepare the agenda and to make other
arrangements for shareholder meetings, Board of Directors, and Executive
Committee, and to prepare minutes thereof, and to generally maintain the
official corporate records of the Association.
The Secretary may be assigned other duties and responsibilities which shall
be defined in accordance with Section 4.3 of the bylaws. The Secretary need not
be a member of the Board of Directors.
Section 4.12.1. Assistant Secretary to the Board of Directors. The Board of
Directors may elect one or more Assistant Secretaries who, in the absence of the
Secretary, shall perform the duties of the latter office.
The Assistant Secretaries may be assigned other duties and responsibilities
which shall be defined in accordance with Section 4.3 of these bylaws.
Adopted 1-18-67
-------
Amended 8-9-72
-------
Amended 10-1-77
-------
Amended 9-16-81
-------
Amended 2-20-85
-------
Amended 3-1-86
-------
Amended 6-20-91
-------
Amended 4-21-94
-------
Article IV: Section 4.12. Page 43
<PAGE> 53
ARTICLE IV
OFFICERS
Section 4.13. Loans to Officers. Except for limitations on loans to
executive officers, within the meaning of the term "executive officer" as set
forth below for specific application to the provisions of this section,
management is hereby authorized to extend credit to any officer of this
Association deemed eligible for credit under prudent lending policies, and under
rates, terms, and other conditions as provided for under relevant laws, rules
and regulations.
Management shall establish procedures that provide for loan approvals
either in a division or office other than the division or office to which the
officer loan applicant is assigned or, if within the same office or division, by
a lending officer at least one level senior to the immediate supervisor of the
applicant, provided however, that all loans and extensions of credit to Senior
Vice Presidents shall be referred to and approved by the Chief Credit Officer of
the Association or his or her designee.
Officers whose positions are other than those listed in the definition of
"executive officer" shall be deemed to be responsible only for the
administration of policy and, within prudent lending policy, shall be eligible
for loans beyond limits established for executive officers.
Section 4.13.1. Loans to Executive Officers. For the purpose of determining
eligibility for loans by this Association, an "executive officer" is defined, to
the exclusion of all other officers of the Association, as those individuals
designated from time to time by a resolution of the Board of Directors in
accordance with Federal Reserve Regulation O.
Management is hereby authorized to extend loans to executive officers
within the limitations and for the purposes prescribed by current laws and by
regulations and rulings of the Comptroller of the Currency. The term "loans"
shall include all extensions of credit set forth in such laws, regulations, and
rulings. Permissible exclusions, as advances for travel or other expenses on
behalf of this Association and allowances for indebtedness under time credit
accounts, bank credit card, and similar plans, are authorized for this
Association.
Within established limitations and subject to prudent judgment, loans to an
executive officer may be approved by the Chief Credit Officer, or in his absence
his designee possessing appropriate lending authority. Internal reporting
procedures for borrowings by executive officers, including borrowings from other
banks, shall conform to regulations of the Comptroller of the Currency.
The existence of loans beyond established limitations for executive
officers shall in no way preclude consideration of officers for promotions or
committee assignments which would change their status to executive officers.
Article IV: Section 4.13. Page 44
<PAGE> 54
ARTICLE IV
OFFICERS
Provisions of this section do not apply to any extension of credit,
regardless of amount, contracted or otherwise entered on for purposes of
protecting this Association against loss.
Adopted 8-9-72 Amended 3-1-86
------- -------
Amended 11-20-74 Amended 5-21-86
------- -------
Amended 10-1-77 Amended 1-21-87
------- -------
Amended 5-16-79 Amended 6-27-89
------- -------
Amended 9-16-81 Amended 6-20-91
------- -------
Amended 12-16-81 Amended 4-21-94
------- -------
Amended 1-18-84 Amended 3-16-95
------- -------
Amended 2-20-85
-------
Amended 1-15-86
-------
Article IV: Section 4.13. (continued) Page 45
<PAGE> 55
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.1. Fiscal Year. The fiscal year of this Association shall be the
calendar year.
Adopted 8-9-72
-------
Article V: Section 5.1. Page 46
<PAGE> 56
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.2. Records. The Articles of Association, the bylaws and the
proceedings of all shareholder meetings, the Board of Directors, standing
committees of the Board, shall be recorded in appropriate minute books provided
for the purpose. The minutes of each meeting shall be signed by the Secretary,
or other officer appointed to act as Secretary of the meeting.
Adopted 8-9-72
-------
Amended 6-20-91
-------
Amended 4-21-94
-------
Article V: Section 5.2. Page 47
<PAGE> 57
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.3. Execution of Instruments. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified, delivered or accepted
in behalf of this Association by the Chairman of the Board, Chief Executive
Officer, President, or Chairman of any Executive Committee, or any Executive
Vice President, Area President/Area Manager, Senior Vice President, or Vice
President, or the Secretary, or if in connection with the exercise of fiduciary
powers of the Association, by any of said officers or by any officer assigned to
the trust department. Any such instruments may also be executed, acknowledged,
verified, delivered, or accepted in behalf of this Association in such other
manner and by such other officers as the Board of Directors may from time to
time direct. The provisions of this Section 5.3 are supplementary to any other
provisions of these bylaws.
Adopted 8-9-72
-------
Amended 9-17-75
-------
Amended 10-1-77
-------
Amended 2-20-85
-------
Amended 3-1-86
-------
Amended 1-21-87
-------
Amended 6-20-91
-------
Amended 4-21-94
-------
Article V: Section 5.3. Page 48
<PAGE> 58
ARTICLE VI
OPENING AND CLOSING AND EMERGENCY PREPAREDNESS
Section 6.1. Days and Hours of Business. This Association and the various
offices thereof shall be open for business on such days of the year, excepting
those days designated by law as days which banks are required to remain closed,
and during such hours of the day as the Board of Directors or management may
prescribe, it being understood that such days or hours of the day on which the
various offices of this Association close or remain open for business may be
varied depending upon the circumstances.
Hours for transaction of usual banking business shall be determined by
management individually for each banking office, after the evaluation of the
needs for banking services of the community or trading area and of internal
costs and related considerations.
The Board of Directors or the Executive Committee shall be kept informed of
usual schedules adopted under the authority of this Article and of substantial
deviations therefrom, when occurring.
Agreements, arrangements, undertakings or understandings with competitive
banks, through clearing house associations or otherwise, concerning hours or
days when banks or any offices thereof may be open for business shall not be
made in any form.
Adopted 1-25-60 Amended 11-20-74
------- --------
Amended 12-18-85 Amended 12-12-73
-------- --------
Amended 9-17-80 Amended 4-21-94
-------- --------
Amended 6-9-71
--------
Article VI: Section 6.1. Page 49
<PAGE> 59
ARTICLE VI
OPENING AND CLOSING AND EMERGENCY PREPAREDNESS
Section 6.2. Emergency Closing. In the event either fire, flooding, extreme
weather, riot, insurrection or other emergency conditions is determined by the
Chairman of the Board and Chief Executive Officer and President to pose an
immediate threat to bank property or to the personal safety of members of its
staff, the Chairman of the Board and Chief Executive Officer and President may,
on his own initiative, suspend business and temporarily close the office or
offices directly threatened.
Under the above conditions of temporary closure during established banking
hours, the Chairman of the Board and Chief Executive Officer and President shall
exert every feasible effort to direct the usual business of offices closed to
the nearest offices which are not affected by the emergency conditions.
Authority established under this Section may be delegated by the Chairman
of the Board and Chief Executive Officer and President to one or more senior
management officers.
Circumstances attending suspensions of business shall be reported at the
next regular meeting of the Board of Directors or the Executive Committee,
whichever occurs first.
Section 6.2.1. Emergency Preparedness. During an emergency declared under
the authority of the office of the President of the United States - or during a
disaster of sufficient severity to prevent the direction of this Association by
its directors and officers as contemplated by these bylaws - available officers
and other staff members shall endeavor to conduct the affairs of this
Association under the general guidance of such directors as may be available
(Sections 2.4 and 3.1 of these bylaws) and under the supervision of the most
senior officer available determined in order of precedence from the following
(precedence between or among officers of the same title shall be determined by
length of service in that position):
President
Executive Vice President
Area President/Area Manager
Senior Vice President
Vice President
who shall assume the office of Chairman of the Board and Chief Executive Officer
and President, with all the responsibilities and authority of that office, using
as a headquarters any available banking office of this Association.
Upon assumption of office, the Chairman of the Board and Chief Executive
Officer and President shall appoint such other officers as are required to
maintain the business of this Association.
Persons dealing with this Association may accept a certification by any
three officers that a specified individual is acting as Chairman of the Board
and Chief Executive Officer and President or that a specified individual is
acting as a designated officer in accordance with these bylaws, and that anyone
accepting such certification may continue to consider it in force until notified
in writing of change.
Officers who have assumed or have been appointed to temporary offices under
this section of the bylaws shall continue in office until they resign, at which
time they shall be replaced in the same manner prescribed for
Article VI: Section 6.2. Page 50
<PAGE> 60
ARTICLE VI
OPENING AND CLOSING AND EMERGENCY PREPAREDNESS
their assumption of office; until they have been replaced by the return to duty
of a regularly elected officer of higher precedence; or until they have been
replaced by a duly constituted Board of Directors.
The office of this association at which its business shall be conducted
shall be the Home Office thereof and branch offices at any other legally
authorized locations which may be leased or acquired by this Association to
carry on its business. During an emergency resulting in any authorized place of
business of this Association being unable to function, the business ordinarily
conducted at such location shall be relocated elsewhere in suitable quarters, in
addition to or in lieu of the location theretofore authorized, as may be
designated by the Board of Directors or by the Executive Committee or by such
persons as are then, in accordance with resolutions adopted from time to time by
the Board of Directors dealing with the exercise of authority in the time of
such emergency, conducting the affairs of this Association. Any temporarily
relocated place of business of this Association shall be returned to its legally
authorized location as soon as practicable and such temporary place of business
shall then be discontinued.
Adopted 6-9-71
--------
Amended 12-12-73
--------
Amended 5-18-77
--------
Amended 9-17-80
--------
Amended 9-16-81
--------
Amended 2-20-85
--------
Amended 3-1-86
--------
Amended 6-20-91
--------
Amended 4-21-94
--------
Article VI: Section 6.2. (continued) Page 51
<PAGE> 61
ARTICLE VII
WAIVER OF NOTICE
Section 7.1. Waiver of Notice. Whenever any notice whatever is required to
be given by law or by these bylaws or the Articles of Association, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent to
such notice.
Adopted 1-25-60
-------
Article VII: Section 7.1. Page 52
<PAGE> 62
ARTICLE VIII
SHARES OF STOCK AND THEIR TRANSFER
Section 8.1. Certificates of Stock. Certificates of shares of the capital
stock of this Association shall be in such form as shall be approved by the
Board of Directors. Such certificates shall be signed by Chairman of the Board,
the President, or any Executive Vice President, and by the Secretary, or an
Assistant Secretary and shall bear the seal of the Association or a facsimile
thereof. The signature of such officers thereon may be facsimiles. In case of a
lost, stolen or destroyed certificate, a new one may be issued therefor upon
such terms and indemnity to this Association as the Board of Directors may
prescribe.
Adopted 1-25-60
-------
Amended 5-18-77
-------
Amended 2-20-85
-------
Amended 3-1-86
-------
Amended 1-21-87
-------
Amended 6-20-91
-------
Amended 4-21-94
-------
Article VIII: Section 8.1. Page 53
<PAGE> 63
ARTICLE VIII
SHARES OF STOCK AND THEIR TRANSFER
Section 8.2. Transfer of Stock. Transfer of shares of capital stock of this
Association shall be made only on the books of the Association by the registered
holder thereof or by his or her attorney thereunto authorized by a power of
attorney duly executed, and on surrender of the certificate or certificates of
such shares properly endorsed or accompanied by a proper instrument of transfer.
The Board of Directors may make such additional rules and regulations as it may
deem expedient concerning the issue, registration, transfer and replacement of
certificates for shares of capital state of this Association and may appoint one
or more transfer agents, transfer clerks or registrars. This Association shall
be entitled to treat the holder of record of any share or shares of capital
stock as the owner thereof in fact.
Adopted 1-25-60
-------
Amended 5-18-77
-------
Amended 4-21-94
-------
Article VIII: Section 8.2. Page 54
<PAGE> 64
ARTICLE VIII
SHARES OF STOCK AND THEIR TRANSFER
Section 8.3. Closing of Transfer Books. The transfer books may be closed
for the purpose of any meeting of shareholders or the payment of dividends or
for any other purpose, at such time and for such period not exceeding 50 days,
as the Board of Directors may direct. In lieu of closing the transfer books, the
Board of Directors may in its discretion fix a day and hour not more than 50
days prior to the day designated for the holding of any meeting of the
shareholders or the day appointed for the payment of any dividends or for any
other purpose at the time as of which shareholders entitled to notice of and to
vote at such meeting or to receive such dividend or to be treated as
shareholders for such other purpose shall be determined, and only shareholders
of record at such time shall be entitled to notice of or to vote at such meeting
or to receive such dividends or to be treated as shareholders for such other
purpose.
Amended 4-21-94
-------
Article VIII: Section 8.3. Page 55
<PAGE> 65
ARTICLE IX
SEAL
Section 9.1. Seal. The seal of the Association shall not be requisite to
the validity of any instrument executed by or on behalf of the Association.
Nevertheless, if in any instance such seal is used, the same shall be in the
form impressed on the margin of this Article IX. Said seal, if required, may be
affixed imprinted or reproduced by facsimile on any instrument or document,
including certificates for shares of stock of this Association.
Adopted 1-25-60
-------
Amended 4-21-94
-------
Article IX: Section 9.1. Page 56
<PAGE> 66
ARTICLE X
BYLAWS
Section 10.1. Inspection. A copy of the bylaws, with all amendments
thereto, shall at all times be kept in a convenient place at the principal
banking house of this Association, and shall be open for inspection to all
shareholders, during banking hours.
Adopted 8-9-72
-------
Amended 9-16-81
-------
Article X: Section 10.1. Page 57
<PAGE> 67
ARTICLE X
BYLAWS
Section 10.2. Amendments to Bylaws. These bylaws may be altered, amended,
or repealed, or new bylaws may be adopted, at any regular meeting of the Board,
without prior notice, or at any special meeting called for this purpose, by a
vote of the majority of the whole number of Directors.
Adopted 8-9-72
-------
Article X: Section 10.1. Page 58
<PAGE> 68
EXHIBIT 3
COMPTROLLER OF THE CURRENCY
TREASURY DEPARTMENT [GRAPHIC] OF THE UNITED STATES
WASHINGTON, D.C.
WHEREAS, FIRST INTERSTATE BANK OF ARIZONA, NATIONAL ASSOCIATION, located in
Phonenix, State of Arizona, being a national Banking Association, organized
under the statutes of the United States, has made application for authority to
act as fiduciary
AND WHEREAS, applicable provisions of the statutes of the United States
authorize the grant of such authority;
NOW THEREFORE, I hereby certify that the necessary approval has been given
and that the said association is authorized to act in all fiduciary capacities
permitted by such statutes.
[SEAL] IN TESTIMONY WHEREOF, Witness my
signature and seal of Office this
first day of June, 1981
[SIG] (illegible)
Acting Comptroller of the Currency
Charter No. 3728
<PAGE> 69
EXHIBIT 4
"RESOLUTION"
BE IT RESOLVED by the Board of Directors of First Interstate Bank of Arizona,
N.A., a national banking association, that the officers and employees of this
Association as hereinafter designated be and they are hereby authorized and
empowered to make and/or execute and/or acknowledge and/or deliver the
instruments and documents and to perform the acts hereinafter designated for and
on behalf of this Association and as its act and deed, to-wit:
I. With respect to all business and activities of this Association except
where it is acting in a fiduciary or representative capacity through its
Trust Division:
A. Any two officers or employees holding Authority Group 1 or Authority
Group 2 signing level authority, or any one of the foregoing acting in
conjunction with any one officer or employee holding Authority Group 3
signing level authority:
All conveyances of real estate, leases of real property or transfer of
goods now or hereafter owned by this Association, or any other
instruments or documents or agreements affecting the extent of the
Association's interest therein.
All purchases, leases, or other acquisitions of real estate necessary
to the accommodation of the Association's business.
B. Any one officer or employee holding Authority Group 1, Authority Group
2, or Authority Group 3 signing authority level authority:
Full or partial releases or satisfactions of mortgages, judgments, and
contracts of conditional sale; assignments, reassignments or transfer
of any mortgages, deeds of trust, contracts of sale, bonds,
certificates of stock, judgments, sheriff's certificates of sale,
agreements, or any other documents, instruments or obligations held by
the Association as collateral security to secure the payment of any
notes or the performance of any obligations now or hereafter held or
owned by this Association; receipts for any money or property paid or
delivered to this Association; sign and endorse checks and drafts
issued by or to this Association; certify copies of any by-law, record,
documents, or any instrument belonging to this Association, witness the
execution and acknowledgement of the assignment of any United States
registered bond or note, or any other bond or note, and any certificate
of stock, or any other document or instrument which the law permits to
be witnessed by an officer of the bank, and to guarantee signatures or
endorsements thereon.
C. Any one officer or employee holding Authority Group 1 or Authority
Group 2 signing level authority, or any officer or employee holding
Authority Group 3 signing level authority whose job description
authorizes the performance of lending activities:
Any loan commitment, document, or other such agreement.
D. Any one officer or employee holding Authority Group 1 or Authority
Group 2 signing level authority.
Contracts and agreements not provided for in IA or IB or IC that relate
to the business and activities of this Association.
E. Any one officer or employee holding Authority Group 1, Authority Group
2, or Authority Group 3 signing level authority, or holding Authority
Group 4 signing level authority and whose job function require them to
make and/or execute and/or acknowledge and/or deliver the following:
Certified checks, cashier's checks, drafts, money orders, certificates
of deposit, bills of exchange, and internal accounting entries.
F. Any one officer or employee holding Authority Group 1, Authority Group
2, or Authority Group 3 signing level authority, or holding Authority
Group 4 signing level authority and whose job function require them to
make and/or execute and/or acknowledge and/or deliver the following:
Purchase orders for supplies, services and equipment necessary for the
operation of this Association.
II. With respect to all business and activities of this Association where it
is acting in a fiduciary or representative capacity:
A. Any two officers or employees holding Authority Group 1 or Authority
Group 2 signing level authority, or any one of the foregoing acting in
conjunction with any one officer or employee holding Authority Group 3
signing level authority:
All conveyances of real estate, leases of any real property, contracts,
encumbrances, agreements, instruments or documents affecting any real
property or any interest therein now or hereafter held by or standing
in the name of this Association as Trustee or in any other
representative or fiduciary capacity, including without limitations as
Executor, Co-Executor, Administrator, Co-Administrator, Guardian,
Co-Guardian, Assignee, Receiver, Agent, Custodian, Depositary, Trustee
or Co- Trustee.
B. Any one officer or employee holding Authority Group 1, Authority Group
2, or Authority Group 3 signing level authority whose job function is
related to the business and activities of this Association where it is
acting in a fiduciary or representative capacity:
The acceptance of any private trust, escrow, agency, custodian,
depositary, or any other agreement under which this Association shall
act in a fiduciary or representative capacity, and to do all things and
perform all acts that may be proper, requisite or necessary thereunder;
to qualify as Executor, Co-Executor, Administrator, Co-Administrator,
Guardian, Co-Guardian, Assignee, Receiver, Agent, Custodian,
Depository, Trustee, Co-Trustee, or in any other representative or
fiduciary capacity, and take and subscribe to any oath which may be
necessary or required by law and upon such qualification to act in any
of the capacities herein stated; and sign for and on behalf of this
Association all applications, notices, pleadings, petitions and other
papers, documents or instruments that may be requisite, expedient or
proper for this Association to make, sign or file in the performance of
any of its duties in any of the capacities mentioned above in this
paragraph; and whenever this Association is acting in any of said
capacities, as respects any and all personal property now or hereafter
held by this Association in any of such capacities, to sign and deliver
all transfers, endorsements, or assignments of corporate stocks,
registered bonds, trustee's certificates, trust receipts, or evidences
of indebtedness of any nature, held by this Association, bills of sale,
contracts, agreements, and any and all other assignments, transfers or
other documents or instruments with reference to such personal
property; and to sign and deliver proxies and powers of attorney to
vote shares of corporate stocks; and to sign certificates of
authentication in respect of bonds, notes, debentures and other
obligations issued under corporate mortgages, trust agreements and
other indentures executed to this Association; and to sign certificates
for securities deposited, interim certificates, and any and all other
certificates; and to countersign bonds, notes, certificates of stock,
voting trust certificates or participation certificates on behalf of
this Association as Transfer Agent or Registrar, and to certify
certificates of cancellation and of cremation of stocks and bonds; and
to sign
<PAGE> 70
checks and drafts drawn upon or charged against trust funds or trust
division bank balances, and also receipts or other documents or
instruments evidencing the deposit of property in safekeeping or
escrow; and to do all of the acts authorized under Paragraph IB of this
resolution; and also to sign any other documents, papers or notices of
that may be necessary, requisite or expedient for this Association to
sign in the performance of any of its trust functions.
C. Any one officer or employee holding Authority Group 1 or Authority
Group 2 signing level authority, or any officer or employee holding
Authority Group 3 signing level authority whose job description
requires the performance of lending activities:
Countersign bonds, notes, certificates of stock, voting trust
certificates, or participation certificates on behalf of this
Association as Trustee, Transfer Agent or Registrar; sign checks and
drafts drawn upon or charged against trust funds or trust division bank
balances; sign receipts or other documents or instruments evidencing
the deposit of property in safekeeping or in escrow.
D. Any one officer or employee holding Authority Group 1, Authority Group
2, or Authority Group 3 signing level authority, or holding Authority
Group 4 signing level authority and whose job function require them to
make and/or execute and/or acknowledge and/or deliver the following:
Certified checks, cashier's checks, drafts, money orders, certificates
of deposit, bills of exchange, and internal accounting entries.
E. Any one officer or employee holding Authority Group 1, Authority Group
2, or Authority Group 3 signing level authority, or holding Authority
Group 4 signing level authority and whose job function require them to
make and/or execute and/or acknowledge and/or deliver the following:
Purchase orders for supplies, services and equipment necessary for the
operation of this Association.
BE IT FURTHER RESOLVED THAT, in the execution for this Association on its own
behalf, or as Trustee, or in any representative or fiduciary capacity, of any
instrument, document, writing, notice or paper herein before mentioned it shall
not be necessary to affix the corporate seal of this Association thereto, and
any of said instruments, documents, writings, notices or papers when executed
without said seal affixed thereto shall be of the same force and effect and as
binding on this Association as if said corporate seal had been affixed thereto
in each instance; and
BE IT FURTHER RESOLVED THAT any prior resolution adopted by the Board of
Directors of this Association granting powers and signing authority to its
officers be and the same is hereby rescinded, annulled and declared to be of no
force or effect; and that this resolution shall remain in full force and effect
in any county of the State of Arizona until this resolution is rescinded or
annulled by official action of the Board.
I, Harry Bonsall III, do hereby certify that I am a Senior Vice President and
duly elected Secretary to the Board of Directors of First Interstate Bank of
Arizona, N.A., a national banking association; that the foregoing constitutes a
full, true and correct copy of a resolution duly adopted by the Board of
Directors of said Association on June 14, 1994, to become effective on said
date; that said resolution is not in conflict with the bylaws of the
Association, has not been otherwise modified, canceled or revoked, and is in
full force and effect at the date hereof.
IN WITNESS WHEREOF I have hereunto set may hand and affixed the seal of said
Association this 10th day of October, 1995.
/s/ Harry Bonsall, III
-------------------------------------------------------------
Senior Vice President and Secretary to the Board of Directors
State of ARIZONA )
) ss.
County of MARICOPA )
The foregoing instrument was acknowledged before me this ELEVENTH day of
OCTOBER, 1995, by Harry Bonsall III, the Senior Vice President and
Secretary to the Board of Directors of First Interstate Bank of Arizona, N.A.,
on behalf of that bank.
IN WITNESS WHEREOF, I have set my hand and official seal.
/s/ Jennifer L. Hollingsworth
-----------------------------
My Commission Expires Notary Public
2/14/99
- ---------------------
I Certify that MARGARET M. MOORE 2 /s/ M. Moore
----------------- --------------- ------------------------
Name Authority Group Official Signature
and JASON D. FARNSWORTH 2 /s/ Jason D. Farnsworth
---------------------------- --------------- ------------------------
Name Authority Group Official Signature
are duly elected or appointed and acting officers or employees of said
Association with the Authority Group designation noted.
OCTOBER 11, 1995 /s/ Diane Englund V.P.
- ------------------------ --------------------------------------------
Date Signature and Title
<PAGE> 71
EXHIBIT 5
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, 1996
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL
- --------------------------------------------------------------------------
[1]
Please refer to page i,
[LOGO] Table of Contents, for
the required disclosure
of estimated burden.
- --------------------------------------------------------------------------
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC OFFICES ONLY AND
TOTAL ASSETS OF $300 MILLION OR MORE -- FFIEC 032
(950630)
REPORT AT THE CLOSE OF BUSINESS ---------
JUNE 30, 1995 (RCRI 9999)
This report is required by law: This report form is to be filed by
12 U.S.C. Section 324 (State banks with domestic offices only.
member banks); 12 U.S.C. Banks with branches and consolidated
Section 1817 (State nonmember subsidiaries in U.S. territories and
banks); and 12 U.S.C. Section possessions, Edge or Agreement
161 (National banks). subsidiaries, foreign branches,
consolidated foreign subsidiaries,
or International Banking Facilities
must file FFIEC 031.
- -------------------------------------------------------------------------
NOTE: The Reports of Condition The Reports of Condition and Income
and Income must be signed by an are to be prepared in accordance
authorized officer and the Report with Federal regulatory authority
of Condition must be attested to instructions.
by not less than two directors NOTE: These instructions may in
(trustees) for State nonmember some cases differ from generally
banks and three directors for accepted accounting principles.
State member and National banks.
We, the undersigned directors
I, John V. Prince, Vice President (trustees), attest to the correct-
------------------------------ ness of this Report of Condition
Name and Title of Officer (including the supporting schedules)
Authorized to Sign Report and declare that it has been examined
by us and to the best of our
of the named bank do hereby knowledge and belief has been pre-
declare that these Reports of pared in conformance with the
Condition and Income (including instructions issued by the appropriate
the supporting schedules) have Federal regulatory authority and is
been prepared in conformance with true and correct.
the instructions issued by the
appropriate Federal regulatory /s/ John L. Lewis
authority and are true to the ------------------------------------
best of my knowledge and belief. Director (Trustee) John L. Lewis
/s/ John V. Prince /s/ W. Wayne Bunker
- -------------------------------- ------------------------------------
Signature of Officer Director (Trustee) W. Wayne Bunker
Authorized to Sign Report
/s/ Leroy E. Gardner
July 26, 1995 ------------------------------------
- -------------------------------- Director (Trustee) Leroy E. Gardner
Date of Signature
- --------------------------------------------------------------------------
FOR BANKS SUBMITTING HARD COPY
REPORT FORMS:
STATE MEMBER BANKS: Return the NATIONAL BANKS: Return the original
original and one copy to the only in the special return address
appropriate Federal Reserve envelope provided. If express mail is
District Bank. used in lieu of the special return
address envelope, return the original
STATE NONMEMBER BANKS: Return only to the FDIC, c/o Quality Data
the original only in the special Systems, 2127 Espey Court, Suite 204,
return address envelope provided. Crofton, MD 21114.
If express mail is used in lieu
of the special return address
envelope, return the original
only to the FDIC, c/o Quality
Data Systems, 2127 Espey Court,
Suite 204, Crofton, MD 21114.
- ----------------------------------------------------------------------------
FDIC Certificate Number 0 2 8 4 3
--------- Banks should affix the address
(RCRI 9050) label in this space.
Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency
<PAGE> 72
<TABLE>
<CAPTION>
FFIEC 032
Page i
[2]
Consolidated Reports of Condition and Income for
A Bank With Domestic Offices Only and Total Assets of $300 Million or More
- -----------------------------------------------------------------------------------------------------
<S> <C>
TABLE OF CONTENTS
SIGNATURE PAGE COVER REPORT OF CONDITION
REPORT OF INCOME Schedule RC -- Balance Sheet...........RC-1, 2
Schedule RI -- Income Statement.........RI-1, 2, 3 Schedule RC-A -- Cash and Balances Due
From Depository Institutions............RC-3
Schedule RI-A -- Changes in Equity Capital....RI-3
Schedule RC-B -- Securities.........RC-3, 4, 5
Schedule RI-B -- Charge-offs and Recoveries and
Changes in Allowance for Loan and Lease Schedule RC-C -- Loans and Lease Financing
Losses...................................RI-4, 5 Receivables:
Part I. Loans and Leases............RC-6, 7
Schedule RI-C -- Applicable Income Taxes by Part II. Loans to Small Businesses and
Taxing Authority............................RI-5 Small Farms (included in the forms for
June 30 only)...................RC-7a, 7b
Schedule RI-E -- Explanations..............RI-5, 6
Schedule RC-D -- Trading Assets and
Liabilities (to be completed only by
selected banks).........................RC-8
Schedule RC-E -- Deposit Liabilities..RC-9, 10
Schedule RC-F -- Other Assets............RC-11
Schedule RC-G -- Other Liabilities.......RC-11
Schedule RC-K -- Quarterly Averages......RC-12
Schedule RC-L -- Off-Balance Sheet
Items..........................RC-13, 14, 15
Schedule RC-M -- Memoranda...........RC-16, 17
DISCLOSURE OF ESTIMATED BURDEN Schedule RC-N -- Past Due and Nonaccrual
Loans, Leases, and Other Assets....RC-18, 19
The estimated average burden associated with this
information collection is 31.6 hours per respondent Schedule RC-O -- Other Data for Deposit
and is estimated to vary from 15 to 225 hours per Insurance Assessments..............RC-20, 21
response, depending on individual circumstances.
Burden estimates include the time for reviewing Schedule RC-R -- Risk-Based Capital..RC-22, 23
instructions, gathering and maintaining data in the
required form, and completing the information Optional Narrative Statement Concerning
collection, but exclude the time for compiling the Amounts Reported in the Reports
and maintaining business records in the normal of Condition and Income................RC-24
course of a respondent's activities. Comments
concerning the accuracy of this burden estimate SPECIAL REPORT (TO BE COMPLETED BY ALL BANKS)
and suggestions for reducing this burden should be
directed to the Office of Information and Schedule RC-J -- Repricing Opportunities
Regulatory Affairs, Office of Management and (sent only to and to be completed only by
Budget, Washington, D.C. 20503, and to one of savings banks)
the following:
Secretary
Board of Governors of the Federal Reserve System
Washington, D.C. 20551
Legislative and Regulatory Analysis Division
Office of the Comptroller of the Currency
Washington, D.C. 20219
Assistant Executive Secretary
Federal Deposit Insurance Corporation
Washington, D.C. 20429
</TABLE>
For information or assistance, national and state nonmember banks should contact
the FDIC's Call Reports Analysis Unit, 550 17th Street, NW, Washington, D.C.
20429, toll free on (800) 688-FDIC (3342), Monday through Friday between 8:00
a.m. and 5:00 p.m., Eastern time. State member banks should contact their
Federal Reserve District Bank.
<PAGE> 73
<TABLE>
<S> <C> <C> <C>
FIRST INTERSTATE BANK OF ARIZONA Call Date: 06/30/95 ST-BK: 04-0070 FFIEC 032
P.O. BOX 29743 Page RI- 1
PHOENIX, AZ 85038 Vendor ID: D CERT: 02843 3
</TABLE>
Transit Number: 12210001 Transmitted to EDS as 0054364 on 07/28/95
at 18:24:13 CST
Consolidated Report of Income
for the period January 1, 1995 - June 30, 1995
All Report of Income schedules are to be reported on a calendar
year-to-date basis in thousands of dollars.
<TABLE>
<CAPTION>
Schedule RI - Income Statement
I380 <-
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------
<S> <C> <C>
1. Interest income:
a. Interest and fee income on loans: RIAD
----
(1) Loans secured by real estate___________________4011. . 66,281 1.a.1
(2) Loans to finance agricultural production
and other loans to farmers_____________________4024. . 6,048 1.a.2
(3) Commercial and industrial loans________________4012. . 26,430 1.a.3
(4) Loans to individuals for household, family,
and other personal expenditures:
(a) Credit cards and related plans_____________4054. . 15,109 1.a.4a
(b) Other______________________________________4055. . 30,897 1.a.4b
(5) Loans to foreign governments and official
institutions___________________________________4056. . 0 1.a.5
(6) Obligations (other than securities and leases)
of states and political subdivisions in
the U.S.:
(a) Taxable obligations________________________4503. . 185 1.a.6a
(b) Tax-exempt obligations_____________________4504. . 1,473 1.a.6b
(7) All other loans________________________________4058. . 1,661 1.a.7
b. Income from lease financing receivables:
(1) Taxable leases_________________________________4505. . 7,307 1.b.1
(2) Tax-exempt leases______________________________4307. . 58 1.b.2
c. Interest income on balances due from
depository institutions (1)________________________4115. . 1 1.c
d. Interest and dividend income on securities:
(1) U.S. Treasury securities and U.S. Government
agency and corporation obligations_____________4027. . 63,830 1.d.1
(2) Securities issued by states and political
subdivisions in the U.S.:
(a) Taxable securities_________________________4506. . 0 1.d.2a
(b) Tax-exempt securities______________________4507. . 67 1.d.2b
(3) Other domestic debt securities_________________3657. . 6,258 1.d.3
(4) Foreign debt securities________________________3658. . 0 1.d.4
(5) Equity securities (including investments
in mutual funds)_______________________________3659. . 187 1.d.5
e. Interest income from trading assets________________4069. . 210 1.e
f. Interest income on federal funds sold and
securities purchased under agreements to resell____4020. . 9,490 1.f
g. Total interest income (sum of items
1.a through 1.f)___________________________________4107. . 235,492 1.g
</TABLE>
- --------------
(1) Includes interest income on time certificates
of deposit not held for trading.
<PAGE> 74
<TABLE>
<S> <C> <C> <C>
FIRST INTERSTATE BANK OF ARIZONA Call Date: 06/30/95 ST-BK: 04-0070 FFIEC 032
P.O. BOX 29743 Page RI- 2
PHOENIX, AZ 85038 Vendor ID: D CERT: 02843 4
</TABLE>
Transit Number: 12210001 Transmitted to EDS as 0054365 on 07/28/95
at 18:24:13 CST
<TABLE>
<CAPTION>
Schedule RI - Continued
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
2. Interest expense:
a. Interest on deposits:
(1) Transaction accounts (NOW accounts, RIAD Year-to-date
ATS accounts, and telephone and ----
preauthorized transfer accounts)_________4508. . 7,667 . . . . . 2.a.1
(2) Nontransaction accounts:
(a) Money market deposit accounts
(MMDAs)______________________________4509. . 22,947 . . . . . 2.a.2a
(b) Other savings deposits_______________4511. . 5,921 . . . . . 2.a.2b
(c) Time certificates of deposit of
$100,000 or more_____________________4174. . 2,773 . . . . . 2.a.2c
(d) All other time deposits______________4512. . 25,406 . . . . . 2.a.2d
b. Expense of federal funds purchased and
securities sold under agreements to
repurchase___________________________________4180. . 7,558 . . . . . 2.b
c. Interest on demand notes issued to the
U.S. Treasury, trading liabilities, and on
other borrowed money_________________________4185. . 75 . . . . . 2.c
d. Interest on mortgage indebtedness and
obligations under capitalized leases_________4072. . 346 . . . . . 2.d
e. Interest on subordinated notes and
debentures___________________________________4200. . 0 . . . . . 2.e
f. Total interest expense (sum of items 2.a
through 2.e)_________________________________4073. . 72,693 . . . . . 2.f
3. Net interest income (item 1.g minus 2.f)________4074. . . . . . . . . . 162,799 3.
4. Provisions:
a. Provision for loan and lease losses__________4230. . . . . . . . . . 0 4.a
b. Provision for allocated transfer risk________4243. . . . . . . . . . 0 4.b
5. Noninterest income:
a. Income from fiduciary activities_____________4070. . 10,686 . . . . . 5.a
b. Service charges on deposit accounts__________4080. . 33,106 . . . . . 5.b
c. Trading gains (losses) and fees from
foreign exchange transactions________________4075. . 0 . . . . . 5.c
d. Other foreign transaction gains (losses)_____4076. . 666 . . . . . 5.d
e. Other gains (losses) and fees from
trading assets and liabilities_______________4077. . ( 3) . . . . . 5.e
f. Other noninterest income:
(1) Other fee income_________________________5407. . 10,320 . . . . . 5.f.1
(2) All other noninterest income *___________5408. . 1,352 . . . . . 5.f.2
g. Total noninterest income (sum of items
5.a through 5.f)_____________________________4079. . . . . . . . . . 56,127 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. . . . . . . . . . 0 6.b
7. Noninterest expense:
a. Salaries and employee benefits_______________4135. . 72,029 . . . . . 7.a
b. Expenses of premises and fixed assets (net
of rental income) (excluding salaries and
employee benefits and mortgage interest)_____4217. . 16,481 . . . . . 7.b
c. Other noninterest expense *__________________4092. . 56,298 . . . . . 7.c
d. Total noninterest expense (sum of items
7.a through 7.c)_____________________________4093. . . . . . . . . . 144,808 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. . . . . . . . . . 74,118 8.
9. Applicable income taxes (on item 8)_____________4302. . . . . . . . . . 27,902 9.
10. Income (loss) before extraordinary items and
other adjustments (item 8 minus 9)______________4300. . . . . . . . . . 46,216 10.
11. Extraordinary items and other adjustments:
a. Extraordinary items and other adjustments,
gross of income taxes *______________________4310. . 0 . . . . . 11.a
b. Applicable income taxes (on item 11.a) *_____4315. . 0 . . . . . 11.b
c. Extraordinary items and other adjustments,
net of income taxes (item 11.a minus 11.b)___4320. . . . . . . . . . 0 11.c
12. Net income (loss) (sum of items 10 and 11.c)____4340. . . . . . . . . . 46,216 12.
</TABLE>
- ----------------
* Describe on Schedule RI-E - Explanations.
<PAGE> 75
<TABLE>
<S> <C> <C> <C>
FIRST INTERSTATE BANK OF ARIZONA Call Date: 06/30/95 ST-BK: 04-0070 FFIEC 032
P.O. BOX 29743 Page RI- 3
PHOENIX, AZ 85038 Vendor ID: D CERT: 02843 5
</TABLE>
Transit Number: 12210001 Transmitted to EDS as 0054364 on 07/28/95
at 18:24:13 CST
<TABLE>
<CAPTION>
SCHEDULE RI - CONTINUED
I381 <-
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------
<S> <C> <C>
MEMORANDA
1. Interest expense incurred to carry tax-exempt RIAD Year-to-date
securities, loans, and leases acquired after ----
August 7, 1986, that is not deductible for
federal income tax purposes________________________4513. . 50 M.1
2. Income from the sale and servicing of mutual
funds and annuities (included in Schedule RI,
item 8)____________________________________________8431. . 1,193 M.2
3. Estimated foreign tax credit included in
applicable income taxes, items 9 and 11.b above____4309. . 0 M.3
4. Number of full-time equivalent employees on Number
payroll at end of current period (round to ------
nearest whole number)______________________________4150. . 13,179 M.4
5.-6. Not applicable.
7. If the reporting bank has restated its balance
sheet as a result of applying push down accounting MM DD YY
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) RIAD Year-to-date
(included in Schedule RI, items 5.c and 5.e): ----
a. Interest rate exposures_________________________8757. . ( 3) M.8.a
b. Foreign exchange exposures______________________8758. . 0 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. . 27 M.9.a
b. Net (increase) decrease to interest expense_____8762. . 0 M.9.b
c. Other (noninterest) allocations_________________8763. . 0 M.9.c
</TABLE>
<TABLE>
<CAPTION>
SCHEDULE RI-A CHANGES IN EQUITY CAPITAL
Indicate decreases and losses in parentheses. I383 <-
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------
<S> <C> <C>
1. Total equity capital originally reported in RIAD
the December 31, 1994, Reports of Condition ----
and Income________________________________________3215. . 480,237 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. . 480,237 3.
4. Net income (loss) (must equal Schedule RI,
item 12)__________________________________________4340. . 46,216 4.
5. Sale, conversion, acquisition, or retirement
of capital stock, net_____________________________4346. . 0 5.
6. Changes incident to business combinations, net____4356. . 0 6.
7. LESS: Cash dividends declared on preferred stock__4470. . 0 7.
8. LESS: Cash dividends declared on common stock_____4460. . 33,200 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. Change in net unrealized holding gains (losses)
on available-for-sale securities__________________8433. . 0 11.
12. Other transactions with parent holding company *
(not included in items 5, 7, or 8 above)__________4415. . 0 12.
13. Total equity capital end of current period
(sum of items 3 through 12) (must equal
Schedule RC, item 28)_____________________________3210. . 493,253 13.
</TABLE>
- --------------
* Describe on Schedule RI-E - Explanations.
<PAGE> 76
<TABLE>
<S> <C> <C> <C>
FIRST INTERSTATE BANK OF ARIZONA Call Date: 06/30/95 ST-BK: 04-0070 FFIEC 032
P.O. BOX 29743 Page RI- 4
PHOENIX, AZ 85038 Vendor ID: D CERT: 02843 6
</TABLE>
Transit Number: 12210001 Transmitted to EDS as 0054364 on 07/28/95
at 18:24:13 CST
<TABLE>
<CAPTION>
SCHEDULE RI - B -- CHARGE-OFFS AND RECOVERIES AND CHANGES IN ALLOWANCE
FOR LOAN AND LEASE LOSSES
PART I. Charge-offs and Recoveries on Loans and Leases
I386 <-
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
-----------calendar year-to-date-------------
Part I excludes charge-offs and recoveries through the (Column A) (Column B)
allocated transfer risk reserve. Charge-offs Recoveries
-------------------- ---------------------
RIAD RIAD
1. Loans secured by real estate: ---- ----
a. To U.S. addressees (domicile)___________________4651. . 424 4661. . 9,193 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. . 442 4665. . 28 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile)___________________4645. . 1,043 4617. . 735 4.a
b. To non-U.S. addressees (domicile)_______________4646. . 0 4618. . 0 4.b
5. Loans to individuals for household, family, and other
personal expenditures:
a. Credit cards and related plans__________________4656. . 2,916 4666. . 642 5.a
b. Other (includes single payment, installment,
and all student loans___________________________4657. . 3,624 4667. . 3,574 5.b
6. Loans to foreign governments and official
institutions________________________________________4643. . 0 4627. . 0 6.
7. All other loans_____________________________________4644. . 723 4628. . 1,503 7.
8. Lease financing receivables:
a. Of U.S. addressees (domicile)___________________4658. . 1,061 4668. . 214 8.a
b. Of non-U.S. addressees (domicile)_______________4659. . 0 4669. . 0 8.b
9. Total (sum of items 1 through 8)____________________4635. . 10,233 4605. . 15,889 9.
MEMORANDA
-----------calendar year-to-date-------------
(Column A) (Column B)
Charge-offs Recoveries
-------------------- ---------------------
RIAD RIAD
1.-3. Not applicable. ---- ----
4. Loans to finance commercial real estate,
construction, and land development activities
(NOT SECURED BY REAL ESTATE) included in Schedule
RI-B, part I, items 4 and 7, above__________________5409. . 0 5410. . 5 m.4
5. Loans secured by real estate (sum of Memorandum
items 5.a through 5.e must equal sum of Schedule
RI-B, part I, items 1.a and 1.b, above):
a. Construction and land development_______________3582. . 0 3583. . 269 m.5.a
b. Secured by farmland_____________________________3584. . 0 3585. . 8 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. . 11 5412. . 36 m.5.c1
(2) All other loans secured by 1-4 family
residential properties____________________5413. . 396 5414. . 346 m.5.c2
d. Secured by multifamily (5 or more) residential
properties_____________________________________3588. . 0 3589. . 3 m.5.d
e. Secured by nonfarm nonresidential properties___3590. . 17 3591. . 8,531 m.5.e
</TABLE>
<PAGE> 77
7
SCHEDULE RI-B -- CONTINUED
PART II. Changes in Allowance for Loan and Lease Losses
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RIAD
----
1. Balance originally reported in the December 31, 1994, Reports of Condition and Income __3124 . . 84,024 1.
2. Recoveries (must equal part I, item 9, column 8 above)__________________________________4605 . . 15,889 2.
3. LESS: Charge-offs (must equal part I, item 9, column A above)___________________________4635 . . 10,233 3.
4. Provision for loan and lease losses (must equal Schedule RI, item 4.a)__________________4230 . . 0 4.
5. Adjustments* (see instructions for this schedule)_______________________________________4815 . . 0 5.
6. Balance end of current period (sum of items 1 through 5) (must equal Schedule RC,
item 4.b)_______________________________________________________________________________2123 . . 89,680 6.
</TABLE>
- ---------------
* Describe on Schedule RI-E -- Explanations.
SCHEDULE RI-C -- APPLICABLE INCOME TAXES BY TAXING AUTHORITY
<TABLE>
<CAPTION>
I389 <--
Schedule RI-C is to be reported with the December Report of Income. Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RIAD
----
1. Federal_________________________________________________________________________________4780 . . N/A 1.
2. State and local_________________________________________________________________________4790 . . N/A 2.
3. Foreign_________________________________________________________________________________4795 . . N/A 3.
4. Total (sum of items 1 through 3) (nust equal sum of Schedule RI, items 9 and 11.b)______4770 . . N/A 4.
RIAD
----
5. Deferred portion of item 4______________________________4772 . . N/A . . . . . . 5.
</TABLE>
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 significaant items of other
noninterest income and other noninterest expense in Schedule RI. (See
instructions for details.)
<TABLE>
<CAPTION>
I395 <--
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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 on other real estate owned_________________________________________________5415 . . 0 1.a
b. Net gains on sales of loans__________________________________________________________5416 . . 0 1.b
c. Net gains 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: Loss on consolidated companies_________________________________________________4461 . . ( 1,899) 1.d
e. 4462: Other Income___________________________________________________________________4462: 1,356 1.e
f. 4463 Basic checking check sale income_______________________________________________4463 . . 1,319 1.f
</TABLE>
<PAGE> 78
8
SCHEDULE RI-E--CONTINUED
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
2. Other noninterest expense (from Schedule RI, item 7.c): RIAD Year-to-date
----
a. Amortization expense of intangible assets______________________________________________4531. . 1,993 2.a
Report amounts that exceed 10% of Schedule RI, item 7.c:
b. Net losses on other real estate owned__________________________________________________5418. . 0 2.b
c. Net losses on sales of loans___________________________________________________________5419. . 0 2.c
d. Net losses on sales of premises and fixed assets_______________________________________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: Affiliate Banking Services 4469. . 22,081 2.e
--------------------------------------------------------------------------------
f. 4467: Data Processing 4467. . 19,333 2.f
--------------------------------------------------------------------------------
g. 4468: Supervisory Assessments 4468. . 8,019 2.g
--------------------------------------------------------------------------------
3. Extraordinary items and other adjustments (from Schedule RI, item 11.a) and applicable
income tax effect (from Schedule RI, item 11.b) (itemize and describe all extraordinary
items and other adjustments):
TEXT RIAD
---- ----
a. (1) 4469: _________________________________________ . . . . . . . . . . . . . 4469. . 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 tax effect___________________4488 . . 0 . . . . . . . 3.b.2
c. (1) 4489: _________________________________________ . . . . . . . . . . . . . 4489. . 0 3.c.1
(2) Applicable income tax effect___________________4491 . . 0 . . . . . . . 3.c.2
4. Equity capital adjustments from amended Reports of Income (from Schedule RI-A,
item 2) (itemize and describe all adjustments):
TEXT RIAD
---- ----
a. 4492: _________________________________________________________________________________4492. . N/A 4.a
b. 4493: _________________________________________________________________________________4493. . N/A 4.b
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):
TEXT RIAD
---- ----
a. 4494: _________________________________________________________________________________4494. . N/A 5.a
b. 4495: _________________________________________________________________________________4495. . N/A 5.b
6. Corrections of material accounting errors from prior years (from Schedule RI-A, item
10) (itemize and describe all corrections):
TEXT RIAD
---- ----
a. 4496: _________________________________________________________________________________4496. . N/A 6.a
b. 4497: _________________________________________________________________________________4497. . N/A 6.b
7. Other transactions with parent holding company (from Schedule RI-A, item 12) (itemize
and describe all such transactions):
TEXT RIAD
---- ----
a. 4498: _________________________________________________________________________________4498. . N/A 7.a
b. 4499: _________________________________________________________________________________4499. . N/A 7.b
8. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II,
item 5) (itemize and describe all adjustments):
TEXT RIAD
---- ----
a. 4521: _________________________________________________________________________________4521. . N/A 8.a
b. 4522: _________________________________________________________________________________4522. . N/A 8.b
I398 I399 <--
9. Other explanations (the space below is provided for the bank to briefly describe, at
its option, any other significant items affecting the Report of Income):
No comment: X (RIAD 4769)
Other explanations (please type or print clearly):
(TEXT 4769)
</TABLE>
<PAGE> 79
9
CONSOLIDATED REPORT OF CONDITION FOR INSURED
COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1995
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
<TABLE>
<CAPTION>
C300 <--
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCON
----
a. Noninterest-bearing balances and currency and coin (1)_____________________ 0081. . 761,111 1.a
b. Interest-bearing balances (2)______________________________________________ 0071. . 100 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)_________________ 1754. . 2,365,066 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)_______________ 1733. . 6,225 2.b
3. Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold_________________________________________________________ 0276. . 375,960 3.a
b. Securities purchased under agreements to resell____________________________ 0277. . 0 3.b
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCON
----
(from Schedule RC-C)___________________ 2122. . 3,749,673 . . . . . . . . . 4.a
b. LESS: Allowance for loan and lease losses______ 3123. . 89,680 . . . . . . . . . 4.b
c. LESS: Allocated transfer risk reserve__________ 3128. . 0 . . . . . . . . . 4.c
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c)________________________ 2125. . 3,659,993 4.d
5. Trading assets (from Schedule RC-D)___________________________________________ 3545. . 25,305 5.
6. Premises and fixed assets (including capitalized leases)______________________ 2145. . 291,040 6.
7. Other real estate owned (from Schedule RC-M)__________________________________ 2150. . 4,049 7.
8. Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M)_______________________________________________________________ 2130. . 7,792 8.
9. Customers' liability to this bank on acceptances outstanding__________________ 2155. . 1,461 9.
10. Intangible assets (from Schedule RC-M)________________________________________ 2143. . 50,606 10.
11. Other assets (from Schedule RC-F)_____________________________________________ 2160. . 182,705 11.
12. Total assets (sum of items 1 through 11)______________________________________ 2170. . 7,731,413 12.
</TABLE>
_______________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE> 80
10
SCHEDULE RC - CONTINUED
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
LIABILITIES
Deposits: RCON
13. a. In domestic offices (sum of totals of ----
columns A and C from Schedule RC-E)___________________________________________________________2200. . 6,809,363 13.a
RCON
----
(1) Noninterest-bearing (1)_________________________________________6631. . 2,166,836 . . . . . . 13.a.1
(2) Interest-bearing________________________________________________6636. . 4,642,527 . . . . . . 13.a.2
13. b. In foreign offices, Edge and Agreement subsidiaries, and IBFS_________________________________ . . . . . .
(1) Noninterest-bearing_______________________________________________________________________ . . . . . .
(2) Interest-bearing__________________________________________________________________________ . . . . . .
Federal funds purchased and securities sold under agreements to repurchase:
14. a. Federal funds purchased_______________________________________________________________________0278. . 296,132 14.a
14. b. Securities sold under agreements to repurchase________________________________________________0279. . 12,295 14.b
15. a. Demand notes issued to the U.S. Treasury______________________________________________________2840. . 0 15.a
15. b. Trading liabilities (from Schedule RC-D)______________________________________________________3548. . 0 15.b
Other borrowed money:
16. a. With original maturity of one year or less____________________________________________________2332. . 11,066 16.a
16. b. With original maturity of more than one year__________________________________________________2333. . 16,005 16.b
17. Mortgage indebtedness and obligations under capitalized leases___________________________________2910. . 1,691 17.
18. Bank's liability on acceptances executed and outstanding_________________________________________2920. . 1,461 18.
19. Subordinated notes and debentures________________________________________________________________3200. . 0 19.
20. Other liabilities (from Schedule RC-G)___________________________________________________________2930. . 90,147 20.
21. Total liabilities (sum of items 13 through 20)___________________________________________________2948. . 7,238,160 21.
22. Limited-life preferred stock and related surplus_________________________________________________3282. . 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus____________________________________________________3838. . 0 23.
24. Common stock_____________________________________________________________________________________3230. . 18,352 24.
25. Surplus (exclude all surplus related to preferred stock)_________________________________________3839. . 189,131 25.
26. a. Undivided profits and capital reserves________________________________________________________3632. . 285,770 26.a
26. b. Net unrealized holding gains (losses) on available-for-sale securities________________________8434. . 0 26.b
Cumulative foreign currency translation adjustments______________________________________________ . . . . . .
28. Total equity capital (sum of items 23 through 27)________________________________________________3210. . 493,253 28.
29. Total liabilities, limited-life preferred stock, and equity capital
(sum of items 21, 22, and 28)____________________________________________________________________3300. . 7,731,413 29.
MEMORANDUM
To be reported only with the March Report of Condition.
M.1.Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the bank by
independent external auditors as of any date during 1994_________________________________________6724. . N/A M.1
</TABLE>
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- ---------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
<PAGE> 81
11
SCHEDULE RC-A -- CASH AND BALANCE DUE FROM DEPOSITORY INSTITUTIONS
Exclude assets held for trading.
C305 <--
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Cash items in process of collection, unposted debits, and currency and coin: RCON
----
a. Cash items in process of collection and unposted debits___________________________0020 . . 312,437 1.a
b. Currency and coin_________________________________________________________________0080 . . 158,698 1.b
2. Balances due from depository institutions in the U.S.:
a. U.S. branches and agencies of foreign banks_______________________________________0083 . . 0 2.a
b. Other commercial banks in the U.S. and other depository institutions in the U.S.__0085 . . 102,219 2.b
3. Balances due from banks in foreign countries and foreign central banks:
a. Foreign branches of other U.S. banks______________________________________________0073 . . 0 3.a
b. Other banks in foreign countries and foreign central banks________________________0074 . . 458 3.b
4. Balances due from Federal Reserve Banks______________________________________________0090 . . 187,399 4.
5. Total (sum of items 1 through 4) (must equal Schedule RC, sum of items 1.a and 1.b)__0010 . . 761,211 5.
</TABLE>
MEMORANDUM
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
M. Noninterest-bearing balances due from commercial banks in the U.S.
(included in items 2.a and 2.b above)________________________________________________0050 . . 102,119 M.1
</TABLE>
SCHEDULE RC-B -- SECURITIES
Exclude assets held for trading.
C310 <--
<TABLE>
<CAPTION>
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)
------------------- ------------------- ------------------ -------------------
<S> <C> <C> <C> <C> <C> <C><C> <C> <C>
RCON RCON RCON RCON
---- ---- ---- ----
1. U.S. Treasury securities_________________0211 .. 773,001 0213 .. 769,866 1286 .. 0 1287 .. 0 1.
2. U.S. Government agency and corporation
obligations (exclude mortgage-backed
securities):
a. Issued by U.S. RCON RCON RCON RCON
government ---- ---- ---- ----
agencies(2)___________________________1289 .. 0 1290 .. 0 1291 .. 0 1293 .. 0 2.a
b. Issued by U.S. Government-
sponsored agencies(3)_________________1294 .. 60,223 1295 .. 59,217 1297 .. 0 1298 .. 0 2.b
</TABLE>
- ---------------
(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.c, column D.
(2) Includes Small Business Administration "Guaranteed Loan Pool Certificates,"
U.S. Maritime 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 Federal Home Loan
Mortgage Corporation, the Federal National Mortgage Association, the
Financing Corporation, Resolution Funding Corporation, the Student Loan
Marketing Association, and the Tennessee Valley Authority.
<PAGE> 82
12
SCHEDULE RC-B--CONTINUED
Exclude assets held for trading.
<TABLE>
<CAPTION>
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)
--------------- ------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
3. Securities issued by
states and political
subdivisions in the
U.S.:
a. General RCOM RCOM RCOM RCOM
---- ---- ---- ----
obligations___ 1676. . 618 1677. . 637 1678. . 0 1679. . 0 3.a
b. Revenue
obligations___ 1681. . 714 1686. . 709 1690. . 0 1691. . 0 3.b
c. Industrial
development
and similar
obligations___ 1694. . 495 1695. . 573 1696. . 0 1697. . 0 3.c
4. Mortgage-backed
securities (MBS):
a. Pass-through
securities:
(1) Guaranteed
by GNMA___ 1698. . 82,905 1699. . 81,658 1701. . 0 1702. . 0 4a1
(2) Issued by
FNMA and
FHLMC_____ 1703. . 438,652 1705. . 431,516 1706. . 0 1707. . 0 4a2
(3) Other Pass-
through
securities_1709. . 0 1710. . 0 1711. . 0 1713. . 0 4a3
b. Other mortgage-
backed securities
(include CMOs,
REMICs, and
stripped MBS):
(1) Issued or
guaranteed
by FNMA,
GNMA______ 1714. . 800,186 1715. . 790,725 1716. . 0 1717. . 0 4b1
(2) Collateralized
by MBS issued
or guaranteed
by FNMA, RCOM RCOM RCOM RCOM
FHLMC, or ---- ---- ---- ----
GNMA______ 1718. . 8,942 1719. . 9,231 1731. . 0 1732. . 0 4b2
(3) All other
mortgage-
backed
securities_1733. . 38,756 1734. . 37,563 1735. . 0 1736. . 0 4b3
5. Other debt securities:
a. Other RCOM RCOM RCOM RCOM
domestic debt ---- ---- ---- ----
securities____ 1737. . 160,574 1738. . 159,310 1739. . 0 1741. . 0 5.a
b. Foreign debt
securities____ 1742. . 0 1743. . 0 1744. . 0 1746. . 0 5.b
6. Equity securities:
a. Investments RCOM RCOM RCOM RCOM
in mutual ---- ---- ---- ----
funds_________ . . . . . . . . . . . . . . . . 1747. . 0 1748. . 0 6.a
b. Other equity
securities
with readily
determinable
fair values___ . . . . . . . . . . . . . . . . 1749. . 0 1751. . 0 6.b
c. All other
equity
securities(1)__ . . . . . . . . . . . . . . . . 1752. . 6,225 1753. . 6,225 6.c
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 RCOM RCOM RCOM RCOM
---- ---- ----
RC, item 2.b)____ 1754. 2,365,066 1771. . 2,341,005 1772. . 6,225 1773. . 6,225 7.
</TABLE>
_______________
(1) Includes equity securities without readily determinable fair values
at historical cost in item 6.c, column D.
<PAGE> 83
13
SCHEDULE RC-B--CONTINUED
MEMORANDA
<TABLE>
<CAPTION>
C312 <--
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RCON
1. Pledged securities (2)_____________________________________________________________________0416. . 860,487 M.1
2. Maturity and repricing data for debt securities (2, 3, 4) (excluding those in nonaccrual
status):
a. Fixed rate debt securities with a remaining maturity of:
(1) Three months or less_______________________________________________________________0343. . 115,295 M.2.a1
(2) Over three months through 12 months________________________________________________0344. . 468,330 M.2.a2
(3) Over one year through five years___________________________________________________0345. . 750,471 M.2.a3
(4) Over five years____________________________________________________________________0346. . 580,388 M.2.a4
(5) Total fixed rate debt securities (sum of Memorandum items 2.a.(1)
through 2.a.(4))___________________________________________________________________0347. . 1,914,484 M.2.a5
b. Floating rate debt securities with a repricing frequency of:
(1) Quarterly or more frequently_______________________________________________________4544. . 378,102 M.2.b1
(2) Annually or more frequently, but less frequently than quarterly____________________4545. . 72,480 M.2.b2
(3) Every five years or more frequently but less frequently than annually______________4551. . 0 M.2.b3
(4) Less frequently than every five years______________________________________________4552. . 0 M.2.b4
(5) Total floating rate debt securities (sum of Memorandum items 2.b.(1)
through 2.b.(4))___________________________________________________________________4553. . 450,582 M.2.b5
c. Total debt securities (sum of Memorandum items 2.a.(5) and 2.b.(5)) (must equal
total debt securities from Schedule RC-B, sum of items 1 through 5, columns A and D,
minus nonaccrual debt securities included in Schedule RC-N, item 9, column C)__________0393. . 2,365,066 M.2.c
3. Not applicable____________________________________________________________________________ . . . . . . . .
4. Held-to-maturity debt securities restructured and in compliance with modified terms
(included in Schedule RC-B, items 3 through 5, column A, above)___________________________5365. . 0 M.4
5. Not applicable____________________________________________________________________________ . . . . . . . .
6. Floating rate debt securities with a remaining maturity of one year or less (2)
(included in Memorandum item 2.b.(5) above)_______________________________________________5519. . 0 M.6
7. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale
or trading securities during the calendar year-to-date (report the amortized cost
at date of sale or transfer)______________________________________________________________1778. . 0 M.7
8. High-risk mortgage securities (included in the held-to-maturity and available-for-sale
accounts in Schedule RC-B, item 4.b):
a. Amortized cost_________________________________________________________________________8780. . 0 M.8.a
b. Fair value_____________________________________________________________________________8781. . 0 M.8.b
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. . 0 M.9.a
b. Fair value_____________________________________________________________________________8783. . 0 M.9.b
- ---------------
(2) Includes held-to-maturity securities at amortized cost and available-for-sale securities at fair value.
(3) Exclude equity securities, e.g., investments in mutual funds, Federal Reserve stock, common stock, and preferred stock.
(4) Memorandum item 2 is not applicable to savings banks that must complete supplemental Schedule RC-J.
</TABLE>
<PAGE> 84
14
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.
C315 <-
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RCON
1. Loans secured by real estate: ----
a. Construction and land development___________________________________________________________1415. . 66,317 1.a
b. Secured by farmland (including farm residential and other improvements)_____________________1420. . 21,577 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. . 116,676 1.c.1
(2) All other loans secured by 1-4 family residential properties:
(a) Secured by first liens______________________________________________________________5367. . 924,868 1.c.2a
(b) Secured by junior liens_____________________________________________________________5368. . 148,569 1.c.2b
d. Secured by multifamily (5 or more) residential properties___________________________________1460. . 8,922 1.d
e. Secured by nonfarm nonresidential properties________________________________________________1480. . 388,887 1.e
2. Loans to depository institutions:
a. To commercial banks in the U.S.:
(1) To U.S. branches and agencies of foreign banks__________________________________________1506. . 0 2.a.1
(2) To other commercial banks in the U.S.___________________________________________________1507. . 8,479 2.a.2
b. To other depository institutions in the U.S.________________________________________________1517. . 0 2.b
c. To banks in foreign countries:
(1) To foreign branches of other U.S. banks_________________________________________________1513. . 0 2.c.1
(2) To other banks in foreign countries_____________________________________________________1516. . 0 2.c.2
3. Loans to finance agricultural production and other loans to farmers____________________________1590. . 128,678 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile)_______________________________________________________________1763. . 648,301 4.a
b. To non-U.S. addressees (domicile)___________________________________________________________1764. . 423 4.b
5. Acceptances of other banks:
a. Of U.S. banks_______________________________________________________________________________1756. . 0 5.a
b. Of foreign banks____________________________________________________________________________1757. . 72 5.b
6. Loans to individuals for household, family, and other personal expenditures
(i.e., consumer loans) (includes purchased paper):
a. Credit cards and related plans (includes check credit and other revolving credit
plans)______________________________________________________________________________________2008. . 196,069 6.a
b. Other (includes single payment, installment, and all student loans)_________________________2011. . 778,510 6.b
7. Loans to foreign governments and official institutions (including foreign central
banks)_________________________________________________________________________________________2081. . 0 7.
8. Obligations (other than securities and leases) of states and political subdivisions
in the U.S. (includes nonrated industrial development obligations)_____________________________2107. . 52,915 8.
9. Other loans:
a. Loans for purchasing or carrying securities (secured and unsecured)_________________________1545. . 12,525 9.a
b. All other loans (exclude consumer loans)____________________________________________________1564. . 34,308 9.b
10. Lease financing receivables (net of unearned income):
a. Of U.S. addressees (domicile)_______________________________________________________________2182. . 213,577 10.a
b. Of non-U.S. addressees (domicile)___________________________________________________________2183. . 0 10.b
11. LESS: Any unearned income on loans reflected in items 1-9 above________________________________2123. . 0 11.
12. Total loans and leases, net of unearned income (sum of items 1 through 10 minus item
11) (must equal Schedule RC, item 4.a)_________________________________________________________2122. . 3,749,673 12.
</TABLE>
<PAGE> 85
15
SCHEDULE RC-C -- CONTINUED
PART I. CONTINUED
MEMORANDA
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RCON
----
M.1 Commercial paper included in Schedule RC-C, part I, above______________________________1496 . . 0 M.1
M.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:
(1) To U.S. addressees (domicile)___________________________________________________1687 . . 0 M.2.a1
(2) To non-U.S. addressees (domicile)_______________________________________________1689 . . 0 M.2.a2
b. All other loans and all 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
M.3 Maturity and repricing data for loans and leases(1) (excluding those in nonaccrual
status):
a. Fixed rate loans and leases with a remaining maturity of:
(1) Three months or less____________________________________________________________0348 . . 172,138 M.3.a1
(2) Over three months through 12 months_____________________________________________0349 . . 86,735 M.3.a2
(3) Over one year through five years________________________________________________0356 . . 950,486 M.3.a3
(4) Over five years_________________________________________________________________0357 . . 1,161,363 M.3.a4
(5) Total fixed rate loans and leases (sum of Memorandum items 3.a.(1) through
3.a.(4)_________________________________________________________________________0358 . . 2,370,722 M.3.a5
b. Floating rate loans with a repricing frequency of:
(1) Quarterly or more frequently____________________________________________________4554 . . 884,004 M.3.b1
(2) Annually or more frequently, but less frequently than quarterly_________________4555 . . 480,494 M.3.b2
(3) Every five years or more frequently, but less frequently than annually__________4561 . . 0 M.3.b3
(4) Less frequently than every five years___________________________________________4564 . . 0 M.3.b4
(5) Total floating rate loans (sum of Memorandum items 3.b.(1) through 3.b.(4)______4567 . . 1,364,498 M.3.b5
c. Total loans and leases (sum of Memorandum items 3.a.(5)) (must equal
the sum of total loans and leases, net, from Schedule RC-C, part I, item 12, plus
unearned income from Schedule RC-C, part I, item 11, minus total nonaccrual loans
and leases from Schedule RC-N, sum of items 1 through 8, column C)__________________1479 . . 3,735,220 M.3.c
M.4 Loans to finance commercial real estate, construction, and land development activities
(not secured by real estate) included in Schedule RC-C, part I, items 4 and 9.b,
page RC-6(2)___________________________________________________________________________2746 . . 827 M.4
M.5 Loans and leases held for sale (included in Schedule RC-C, part I, above)______________5369 . . 2,409 M.5
M.6 Adjustable rate closed-end loans secured by first liens on 1-4 family
residential properties (included in Schedule RC-C, part I, item 1.c.(2)(a), page RC-6)_5370 . . 388,073 M.6
</TABLE>
- ---------------
(1) Memorandum item 3 is not applicable to savings banks that must complete
supplemental Schedule RC-J.
(2) Exclude loans secured by real estate that are included in Schedule RC-C,
part I, items 1.a through 1.e.
<PAGE> 86
15a
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 the
credit originated by the lead lender. (3) For all other loans, the "original
amount" is the total amount of the loan at origination or the amount currently
outstanding as of the report date, whichever is larger.
LOANS TO SMALL BUSINESSES C318 <--
1. Indicate in the appropriate box at the right whether all or substantially
all of the dollar volume of your bank's "Loans secured by nonfarm
nonresidential properties" reported in Schedule RC-C, part I, item 1.e, and
all or substantially all of the dollar volume of your bank's "Commercial
and industrial loans to U.S. addressees" reported in Schedule RC-C, part 1,
item 4.a, have original amounts of $100,000 or less (If your bank has no
loans outstanding in both of these two loan categories, place an "X" in the
box marked "No" and go to item 5; otherwise, see instructions for further
information.) RCON YES NO
---- --- --
________________________ 6999. . X 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.
2. Report the total number of loans currently outstanding
for each of the following Schedule RC-C, part I, loan
categories: Number of Loans
---------------------
a. "Loans secured by nonfarm nonresidentail properties"
reported in Schedule RC-C, part I, RCON
item 1.e___________________________________________ 5562. . N/A 2.a
b. "Commercial and industrial loans to U.S. addressees"
reported in Schedule RC-C, part I, item 4.a_________ 5563. . N/A 2.b
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------
(Column A) (Column B)
Number of Loans Amount Currently Outstanding
----------------- ----------------------------
<S> <C> <C> <C> <C> <C>
3. Number and amount currently outstanding of "Loans secured
by nonfarm nonresidential properties" reported in Schedule
RC-C, part I, items 1.e (sum of items 3.a through 3.c must
be less than or equal to Schedule RC-C, part I, item 1.e): RCON RCON
---- ----
a. With original amounts of $100,000
or less________________________________________________ 5564. . 229 5565. . 9,271 3.a
b. With original amounts of more than $100,000 through
$25,000________________________________________________ 5566. . 194 5567. . 23,797 3.b
c. With original amounts of more than $250,000 through
$1,000,000_____________________________________________ 5568. . 221 5569. . 61,295 3.c
4. Number and amount currently outstanding of "Commercial and
industrial loans to U.S. addressees" reported in Schedule
RC-C, part I, item 4.a (sum of items 4.a through 4.c must
be less than or equal to Schedule RC-C, part I, item 4.a): RCOM RCOM
---- ----
a. With original amounts of $100,000
or less________________________________________________ 5570. . 2,081 5571. . 33,508 4.a
b. With original amounts of more than $100,000 through
$250,000_______________________________________________ 5572. . 420 5573. . 20,642 4.b
c. With original amounts of more than $250,000 through
$1,000,000_____________________________________________ 5574. . 510 5575. . 54,382 4.c
</TABLE>
<PAGE> 87
Schedule RC-C -- Continued 15b
Part II. Continued
Agricultural Loans to Small Farms
Indicate in the appropriate box at the right whether all
or substantially all of the dollar volume of your bank's
"Loans secured by farmland (including farm residential
and other improvements)" reported in Schedule RD-C,
part I, item 1.b, and all or substantially all of the
dollar volume of your bank's "Loans to finance
agricultural production and other loans to farmers"
reported in Schedule RC-C, part I, item 3, have original
amounts of $ 100,000 or less (if your bank has no loans
outstanding in both of these two loan categories, place
an "X" in the box marked "NO" and do not complete items RCON YES NO
7 and 8; otherwise, see instructions for further ---- --- --
information.) __________________________________________ 6860. . X 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.
Report the total number of loans currently outstanding
for each of the following Schedule RC-C, part I, loan Number of Loans
categories: ---------------
a. "Loans secured by farmland (including farm residential RCON
and other improvements)" reported in Schedule RC-C, ----
part I, item 1.b _____________________________________ 5576. . N/A 6.a
b. "Loans to finance agricultural production and
other loans to farmers" reported in Schedule RC-C,
part I, item 3 _______________________________________ 5577. . N/A 6.b
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
__________________________________________________________________________________________________________________________
----------------------------------------------------
(Column A) (Column B)
Number of Loans Amount Currently Outstanding
--------------- ----------------------------
<S> <C> <C> <C> <C> <C>
Number and amount currently outstanding of "Loans secured
by farmland (including farm residential and other
improvements)" reported in Schedule RC-C, part I, item 1.b
(sum of items 7.a through 7.c must be less than or equal RCON RCON
to Schedule RC-C, part I, item 1.b): ---- ----
a. With original amounts of $ 100,000
or less _________________________________________________ 5578. . 9 5579. . 255 7.a
b. With original amounts of more than $ 100,000 through
$ 250,000 _______________________________________________ 5580. . 4 5581. . 438 7.b
c. With original amounts of more than $ 250,000 through
$ 500,000 _______________________________________________ 5582. . 6 5583. . 1,578 7.c
Number and amount currently outstanding of "Loans to
finance agricultural production and other loans to farmers"
reported in Schedule RC-C, part I, item 3 (sum of items
8.a through 8.c must be less than or equal to Schedule RCON RCON
RC-C, part I, item 3): ---- ----
a. With original amounts of $ 100,000
or less _________________________________________________ 5584. . 66 5585. . 1,462 8.a
b. With original amounts of more than $ 100,000 through
$ 250,000 _______________________________________________ 5586. . 84 5587. . 4,816 8.b
c. With original amounts of more than $ 250,000 through
$ 500,000 _______________________________________________ 5588. . 123 5589. . 12,057 8.c
</TABLE>
<PAGE> 88
16
Schedule RC-D - Trading Assets and Liabilities
Schedule RC-D is to be completed only 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).
C320 <-
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
_________________________________________________________________________________________________________
ASSETS
<S> <C> <C> <C>
RCON
----
1. U.S. Treasury securities____________________________________________ 3531. . 2,653 1.
2. U.S. Government agency and corporation obligations
(exclude mortgage-backed securities)________________________________ 3532. . 98 2.
3. Securities issued by states and political subdivisions in the U.S.__ 3533. . 21,552 3.
4. Mortgage-backed securities (MBS):
a. Pass-through securities issued or guaranteed by FNMA, FHLMC,
or GNMA__________________________________________________________ 3534. . 1,000 4.a
b. Other mortgage-backed securities issued or guaranteed by FNMA,
FHLMC, or GNMA (included CMOs, REMICs, and stripped MBS)_________ 3535. . 0 4.b
c. All other mortgage-backed securities_____________________________ 3536. . 0 4.c
5. Other debt securities_______________________________________________ 3537. . 0 5.
6. Certificates of deposit_____________________________________________ 3538. . 0 6.
7. Commercial paper____________________________________________________ 3539. . 0 7.
8. Bankers acceptances_________________________________________________ 3540. . 0 8.
9. Other trading assets________________________________________________ 3541. . 0 9.
10. Not applicable______________________________________________________ . . . . . . . .
11. Revaluation gains on interest rate, foreign exchange rate, and
other commodity and equity contracts________________________________ 4549. . 2 11.
12 Total trading assets (sum of items 1 through 11) (must equal
Schedule RC, item 5)_________________________________________________ 3545. . 25,305 12.
LIABILITIES
13. Liability for short positions_______________________________________ 3546. . 0 13.
14. Revaluation losses on interest rate, foreign exchange rate, and
other 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.
</TABLE>
<PAGE> 89
17
Schedule RC-E -- Deposit Liabilities
C325
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------------------
-----------Transaction Accounts---------- --Nontransaction Accounts--
(Column A) (Column B) (Column C)
Total transaction Memo: Total demand Total
accounts (including deposits nontransaction
total demand (included in accounts
deposits) column A) (including MMDAs)
____________________________________________________ ___________________ __________________ ______________________
<S> <C> <C> <C> <C> <C> <C> <C>
Deposits of: RCON RCON RCON
---- ---- ----
Individuals, partnerships and corporations________ 2201.. 2,804,488 2240.. 1,919,457 2346.. 3,740,046 1.
U.S. Government___________________________________ 2202.. 24,905 2280.. 23,023 2520.. 2,155 2.
States and political subdivisions in the U.S._____ 2203.. 49,760 2290.. 44,217 2530.. 12,940 3.
Commercial banks in the U.S.______________________ 2206.. 38,794 2310.. 38,794 . . . . . . . . 4.
a. U.S. branches and agencies of foreign banks____ . . . . . . . . . . . . . . . . 2347.. 0 4a
b. Other commercial banks in the U.S.____________ . . . . . . . . . . . . . . . . 2348.. 0 4b
Other depository institutions in the U.S._________ 2207.. 636 2312.. 636 2349.. 0 5.
Banks in foreign countries________________________ 2213.. 1,841 2320.. 1,841 . . . . . . . . 6.
a. Foreign branches of other U.S. banks__________ . . . . . . . . . . . . . . . . 2367.. 0 6a
b. Other banks in foreign countries______________ . . . . . . . . . . . . . . . . 2373.. 0 6b
Foreign governments and official institutions
(including foreign central banks)_______________ 2216.. 0 2300.. 0 2377.. 0 7.
Certified and official checks_____________________ 2330.. 133,798 2330.. 133,798 . . . . . . . . 8.
Total (sum of items 1 through 8) (sum of
columns A and C must equal Schedule RC,
item 13.a)______________________________________ 2215.. 3,054,222 2210.. 2,161,766 2385.. 3,755,141 9.
</TABLE>
Memoranda
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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.. 276,933 M.1.a
b. Total brokered deposits_________________________________________________________ 2365.. 0 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. Total deposits denominated in foreign currencies________________________________ 3776.. 0 M.1.d
e. Preferred deposits (uninsured deposits of states and political subdivisions in
the U.S. reported in item 3 above which are secured or collateralized as
required under state law)_____________________________________________________ 5590.. 50,962 M.1.e
Components of total nontransaction accounts (sum of Memoranda items 2.a through 2.d
must equal item 9, Column C, above):
a. Savings deposits:
(1) Money market deposit accounts (MMDAs)______________________________________ 6810.. 1,723,488 M.2.a1
(2) Other savings deposits (excludes MMDAs)____________________________________ 0352.. 596,156 M.2.a2
b. Total time deposits of less than $100,000_______________________________________ 6648.. 1,287,282 M.2.b
c. Time certificates of deposit of $100,000 or more________________________________ 6645.. 148,215 M.2.c
d. Open-account time deposits of $100,000 or more__________________________________ 6646.. 0 M.2.d
All NOW accounts (included in column A above)_______________________________________ 2398.. 892,456 M.3
</TABLE>
<PAGE> 90
18
Schedule RC-E -- Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------
Memoranda (continued)
<S> <C> <C> <C>
Deposit Totals for FDIC Insurance Assessments RCON
4. Total deposits (sum of item 9, column A and item 9, column C) ----
(must equal Schedule RC item 13.a)_______________________________ 2200.. 6,809,363 M.4
a. Total demand deposits (must equal item 9, column B)____________ 2210.. 2,161,766 M.4.a
b. Total time and savings deposits (1) (must equal item 9,
column A plus item 9, column C minus item 9, column B)_______ 2350.. 4,647,597 M.4.b
___________
(1) For FDIC insurance assessment purposes, "total time and savings deposits" consists of nontransaction accounts and
all transaction accounts other than demand deposits.
5. Time deposits of less than $100,000 and open-account time deposits
of $100,000 or more (included in Memorandum items 2.b and 2.d above)
with a remaining maturity or repricing frequency of:(1) RCON
----
a. Three months or less___________________________________________ 0359.. 417,484 M.5.a
b. Over three months through 12 months (but not over 12 months)___ 3644.. 495,200 M.5.b
6. Maturity and repricing data for time certificates of deposit of
$100,000 or more:(1)
a. Fixed rate time certificates of deposit of $100,000 or more
with a remaining maturity of:
(1) Three months or less______________________________________ 2761.. 70,215 M.6.a1
(2) Over three months through 12 months_______________________ 2762.. 50,000 M.6.a2
(3) Over one year through five years__________________________ 2763.. 28,000 M.6.a3
(4) Over five years___________________________________________ 2765.. 0 M.6.a4
(5) Total fixed rate time certificates of deposit of
$100,000 or more (sum of Memorandum items 6.a.(1)
through 6.a.(4))__________________________________________ 2767.. 148,215 M.6.a5
b. Floating rate time certificates of deposit of $100,000 or more
with a repricing frequency of:
(1) Quarterly or more frequently______________________________ 4568.. 0 M.6.b1
(2) Annually or more frequently, but less frequently
than quarterly____________________________________________ 4569.. 0 M.6.b2
(3) Every five years or more frequently, but less frequently
than annually_____________________________________________ 4571.. 0 M.6.b3
(4) Less frequently than every five years_____________________ 4572.. 0 M.6.b4
(5) Total floating rate time certificates of deposit of
$100,000 or more (sum of Memorandum items 6.b.(1)
through 6.b.(4))___________________________________________ 4573.. 0 M.6.b5
c. Total time certificates of deposit of $100,000 or more (sum of
Memorandum items 6.a.(5) and 6.b.(5)) (must equal Memorandum
item 2.c above)_________________________________________________ 6645.. 148,215 M.6.c
____________
(1) Memorandum items 5 and 6 are not applicable to savings banks that must complete supplemental Schedule RC-J.
</TABLE>
<PAGE> 91
19
Schedule RC-F - Other Assets C330 <-
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
_______________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
RCON
----
1. Income earned, not collected on loans _______________________________________________2164. . 23,607 1.
2. Net deferred tax assets (1) _________________________________________________________2148. . 12,959 2.
3. Excess residential mortgage servicing fees receivable________________________________5371. . 0 3.
4. Other (itemize and describe amounts that exceed 25% of this item) ___________________2168. . 146,139 4.
TEXT RCON
---- ----
a. 3549: Receivables from Parent/Affiliates __________3549 . . 44,019 . . . . . . . . . . . 4.a
b. 3550: _____________________________________________3550 . . N/A . . . . . . . . . . . 4.b
c. 3551: _____________________________________________3551 . . N/A . . . . . . . . . . . 4.c
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11) __________________2160. . 182,705 5.
</TABLE>
Memorandum
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
_______________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
RCON
----
1. Deferred tax assets disallowed for regulatory capital purposes ______________________5610. . 0 M.1
</TABLE>
Schedule RC-G - Other Liabilities C335 <-
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
_______________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
RCON
----
1. a. Interest accrued and unpaid on deposits(2) _______________________________________3645. . 22,120 1.a
b. Other expenses accrued and unpaid (includes accrued income taxes payable) ________3646. . 51,456 1.b
2. Net deferred tax liabilities (1) ____________________________________________________3049. . 0 2.
3. Minority interest in consolidated subsidiaries ______________________________________3000. . 0 3.
4. Other (itemize and describe amounts that exceed 25% of this item) ___________________2938. . 16,571 4.
TEXT RCON
---- ----
a. 3552: Cash Letter Credits in Process ______________3552 . . 10,375 . . . . . . . 4.a
b. 3553: _____________________________________________3553 . . N/A . . . . . . . 4.b
c. 3554: _____________________________________________3554 . . N/A . . . . . . . 4.c
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) __________________2930. . 90,147 5.
- -------------
</TABLE>
(1) See discussion of deferred income taxes in Glossary entry on "income
taxes."
(2) For savings banks, includes "dividends" accrued and unpaid on deposits.
<PAGE> 92
20
Schedule RC-K - Quarterly Averages(1)
C355 <-
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS RCON
1. Interest-bearing balances due from depository institutions______________________________ 3381 . . 100 1.
2. U.S. Treasury securities and U.S. Government agency and corporation obligations(2)______ 3382 . . 2,242,078 2.
3. Securities issued by states and political subdivisions in the U.S.(2)___________________ 3383 . . 1,827 3.
4. a. Other debt securities(2)_____________________________________________________________ 3647 . . 218,686 4.a
b. Equity securities(3) (includes investments in mutual funds and Federal Reserve
stock)_______________________________________________________________________________ 3648 . . 6,227 4.b
5. Federal funds sold and securities purchased under agreements to resell__________________ 3365 . . 401,827 5.
6. Loans:
a. Total Loans__________________________________________________________________________ 3360 . . 3,525,757 6.a
b. Loans secured by real estate_________________________________________________________ 3385 . . 1,671,101 6.b
c. Loans to finance agricultural production and other loans to farmers__________________ 3386 . . 128,607 6.c
d. Commercial and industrial loans______________________________________________________ 3387 . . 649,781 6.d
e. Loans to individuals for household, family, and other personal expenditures__________ 3388 . . 972,120 6.e
7. Trading assets__________________________________________________________________________ 3401 . . 8,133 7.
8. Lease financing receivables (net of unearned income)____________________________________ 3484 . . 204,090 8.
9. Total assets(4)_________________________________________________________________________ 3368 . . 7,733,255 9.
LIABILITIES
10. Interest-bearing transaction accounts (NOW accounts, ATS accounts, and telephone and
preauthorized transfer accounts) (exclude demand deposits)______________________________ 3485 . . 932,246 10.
11. Nontransaction accounts:
a. Money market deposit accounts (MMDAs)________________________________________________ 3486 . . 1,817,372 11.a
b. Other savings deposits_______________________________________________________________ 3487 . . 574,818 11.b
c. Time certificates of deposit of $100,000 or more_____________________________________ 3345 . . 142,865 11.c
d. All other time deposits______________________________________________________________ 3469 . . 1,252,977 11.d
12. Federal funds purchased and securities sold under agreements to repurchase______________ 3353 . . 283,631 12.
13. Other borrowed money____________________________________________________________________ 3355 . . 18,505 13.
</TABLE>
___________
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 average for total assets should reflect all debt securities
(not held for trading) at amortized cost, equity securities with readily
determinable fair values at the lower of cost or fair value, and equity
securities without readily determinable fair values at historical cost.
<PAGE> 93
21
Schedule RC-L - Off-Balance Sheet Items
Please read carefully the instructions for the preparation of Schedule RC-L.
Some of the amounts reported on Schedule RC-L are regarded as volume
indicators and not necessarily as measures of risk.
<TABLE>
<CAPTION>
C360 < -
Dollar Amounts in Thousands
_____________________________________________________________________________________________________________________________
<S> <C> <C> <C>
1. Unused commitments: RCON
a. Revolving, open-end lines secured by 1-4 family residential properties, ----
e.g., home equity lines _______________________________________________________ 3814. . 139,437 1.a
b. Credit card lines _____________________________________________________________ 3815. . 717,989 1.b
c. Commercial real estate, constrcution, and land development:
(1) Commitments to fund loans secured by real estate _________________________ 3816. . 203,625 1.c.1
(2) Commitments to fund loans not secured by real estate _____________________ 6550. . 8,937 1.c.2
d. Securities underwriting _______________________________________________________ 3817. . 0 1.d
e. Other unused commitments ______________________________________________________ 3818. . 1,254,321 1.e
2. Financial standby letters of credit _______________________________________________ 3819. . 87,145 2.
a. Amount of financial standby letters of RCON
----
credit conveyed to others _____________ 3822. . 1,100 . . . . . . . 2.a
3. Performance standby letters of credit _____________________________________________ 3821. . 5,511 3.
a. Amount of performance standby letters of RCON
----
credit conveyed to others _____________ 3822. . 0 . . . . . . . 3.a
4. Commercial and similar letters of credit __________________________________________ 3411. . 11,339 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. . 0 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. . 0 8.
9. Mortgages transferred (i.e., sold or swapped) with recourse that have been
treated as sold for Call Report purposes:
a. FNMA and FHLCM residential mortgage loan pools:
(1) Outstanding principal balance of mortgages transferred as of the
report date ______________________________________________________________ 3650. . 6,880 9.a.1
(2) Amount of recourse exposure on these mortgages as of the report date______ 3651. . 6,880 9.a.2
b. Private (nongovernment-issued or -guaranteed) residential mortgage
loan pools:
(1) Outstanding principal balance of mortgages transferred as of the report
date _____________________________________________________________________ 3652. . 0 9.b.1
(2) Amount of recourse exposure on these mortgages as of the report date______ 3653. . 0 9.b.2
c. Farmer Mac agricultural mortgage loans pools:
(1) Outstanding principal balance of mortgages transferred as of the report
date _____________________________________________________________________ 3654. . 0 9.c.1
(2) Amount of recourse exposure on these mortgages as of the report date _____ 3655. . 0 9.c.2
10. When-issued securities:
a. Gross commitments to purchase __________________________________________________ 3434. . 0 10.a
b. Gross commitments to sell ______________________________________________________ 3435. . 0 10.b
11. Spot foreign exchange contracts ___________________________________________________ 8765. . 0 11.
12. All other off-balance sheet liabilities (exclude off-balance sheet derivatives)
(itemize and desribe each component of this item over 25% of Schedule RC,
item 28, "Total equity capital") __________________________________________________ 3430. . 0 12.
TEXT RCON
---- ----
a. 3555: ___________________________________________________ 3555 . . N/A . . . . . . . . 12.a
b. 3556: ___________________________________________________ 3556 . . N/A . . . . . . . . 12.b
c. 3557: ___________________________________________________ 3557 . . N/A . . . . . . . . 12.c
d. 3558: ___________________________________________________ 3558 . . N/A . . . . . . . . 12.d
13. All other off-balance sheet assets (exlude off-balance sheet derivatives)
(itemize and describe each component of this item over 25% of Schedule RC,
Item 28, "Total equity capital") __________________________________________________ 5591. . 0 13.
TEXT RCON
---- ----
a. 5592: ___________________________________________________ 5592 . . N/A . . . . . . . . 13.a
b. 5593: ___________________________________________________ 5593 . . N/A . . . . . . . . 13.b
c. 5594: ___________________________________________________ 5594 . . N/A . . . . . . . . 13.c
d. 5595: ___________________________________________________ 5595 . . N/A . . . . . . . . 13.d
</TABLE>
<PAGE> 94
22
Schedule RC-L -- Continued
C361
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column C)
Off-balance Sheet Equity Commodity
Derivatives Interest Rate Foreign Exchange Derivative And Other
Position Indicators Contracts Contracts Contracts Contracts
__________________________________________ _________________ ________________ ______________ ______________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14. Gross amounts (e.g., notional amounts)
(for each column, sum of items 14.a
through 14.e must equal sum of items
15, 16.a, and 16.b):
a. Futures contracts_________________ 0 0 0 0 14.a
RCON 8693 RCON 8694 RCON 8695 RCON 8696
b. Forward contracts_________________ 0 488 0 0 14.b
RCON 8697 RCON 8698 RCON 8699 RCON 8700
c. Exchange-traded option contracts:
(1) Written options_______________ 0 0 0 0 14.c1
RCON 8701 RCON 8702 RCON 8703 RCON 8704
(2) Purchased options_____________ 0 0 0 0 14.c2
RCON 8705 RCON 8706 RCON 8707 RCON 8708
d. Over-the-counter option contracts:
(1) Written options_______________ 0 0 0 0 14.d1
RCON 8709 RCON 8710 RCON 8711 RCON 8712
(2) Purchased options_____________ 0 0 0 0 14.d2
RCON 8713 RCON 8714 RCON 8715 RCON 8716
e. Swaps_____________________________ 71,090 0 0 0 14.e
RCON 3450 RCON 3826 RCON 8719 RCON 8720
15. Total gross notional amount of
derivative contracts held for
trading_______________________________ 0 0 0 0 15.
RCON A126 RCON A127 RCON 8723 RCON 8224
16. Total gross notional amount of
derivative contracts held for
purposes other than trading:
a. Contracts marked to market________ 0 488 0 0 16.a
b. Contracts not marked to market____ 71,090 0 0 0 16.b
RCON 8729 RCON 8730 RCON 8731 RCON 8732
</TABLE>
<PAGE> 95
23
Schedule RC-L -- Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Off-balance Sheet Equity Commodity
Derivatives Interest Rate Foreign Exchange Derivative And Other
Position Indicators Contracts Contracts Contracts Contracts
__________________________________________ ______________ ________________ ____________ ___________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
17. Gross fair values:
a. Contracts held for trading: RCON RCON RCON RCON
---- ---- ---- ----
(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.. 0 8742.. 0 8743.. 0 8744.. 0 17.b1
(2) Gross negative fair value_____ 8745.. 0 8746.. 0 8747.. 0 8748.. 0 17.b2
c. Contracts held for purposes other
than trading that are not marked
to market:
(1) Gross positive fair value_____ 8749.. 1,712 8750.. 0 8751.. 0 8752.. 0 17.c1
(2) Gross negative fair value_____ 8753.. 532 8754.. 0 8755.. 0 8756.. 0 17.c2
</TABLE>
<TABLE>
<CAPTION>
Memoranda Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RCON
----
1.-2. Not applicable___________________________________________________________ . . . . . . . . . . .
3. Unused commitments with an original maturity exceeding one year that are
reported in 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.. 946,433 M.3
a. Participations in commitments with an original maturity exceeding one
year conveyed to others__________________________________________________ 3834.. 49,732 M.3.a
4. To be completed only by banks with $1 billion or more in total assets:
Standby letters of credit (both financial and performance) issued to
non-U.S. addresses (domicile) included in Schedule RC-L,
items 2 and 3, above________________________________________________________ 3377.. N/A M.4
5. To be completed for the September report only:
Installment loans to individuals for household, family, and other personal
expenditures that have been securitized and sold without recourse (with
servicing retained), amounts outstanding by type of loan:
a. Loans to purchase private passenger automobiles__________________________ 2741.. N/A M.5.a
b. Credit cards and related plans___________________________________________ 2742.. N/A M.5.b
c. All other consumer installment credit (including mobile home loans)______ 2743.. N/A M.5.c
</TABLE>
<PAGE> 96
24
<TABLE>
<CAPTION>
Schedule RC-M - Memoranda C365 <-
Dollar Amounts in Thousands
_____________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
1. Extensions of credit by the reporting bank to its executive
officers, directors, principal shareholders, and their
related interests as of the report date:
a. Aggregate amount of all extensions of credit to RCON
all executive officers, directors, principal ----
shareholders and their related interests _______________________________________________ 6164. . 95,405 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
credit to related interests) equals or exceeds the RCON Number
lesser of $ 500,000 or 5 percent of total capital ---- ------
as defined for this purpose in agency regulations _______ 6165 . . 1 . . . . . . . 1.b
</TABLE>
<TABLE>
<C> <C> <C>
2. Federal funds sold and securities purchased under agreements to resell with U.S. branches
and agencies of foreign banks (1) (included in Schedule RC, items 3.a and 3.b) ____________ 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. . 0 4.a
b. Mortgages serviced under a FHLMC contract:
(1) Serviced with recourse to servicer _________________________________________________ 5501. . 0 4.b.1
(2) Serviced without recourse to servicer ______________________________________________ 5502. . 0 4.b.2
c. Mortgages serviced under a FNMA contract:
(1) Serviced under a regular option contract ___________________________________________ 5503. . 8,674 4.c.1
(2) Serviced under a special option contract ___________________________________________ 5504. . 0 4.c.2
d. Mortgages serviced under other servicing contracts _____________________________________ 5505. . 0 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. . 266 5.a
b. Non-U.S. addressees (domicile) _________________________________________________________ 2104. . 1,195 5.b
6. Intangible assets:
a. Mortgage servicing rights ______________________________________________________________ 3164. . 0 6.a
b. Other identifiable intangible assets:
(1) Purchased credit card relationships ________________________________________________ 5506. . 0 6.b.1
(2) All other identifiable intangible assets ___________________________________________ 5507. . 8,833 6.b.2
c. Goodwill _______________________________________________________________________________ 3163. . 41,773 6.c
d. Total (sum of items 6.a through 6.c) (must equal Schedule RC, item 10) _________________ 2143. . 50,606 6.d
e. Intangible assets that have been grandfathered 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.
</TABLE>
- ---------------
(1) Do not report federal funds sold and securities purchased under agreements
to resell with other commercial banks in the U.S. in this item.
<PAGE> 97
25
Schedule RC-M -- Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
a. Other real estate owned: RCON
----
(1) Direct and indirect investments in real estate ventures____ 5372.. 0 8.a.1
(2) All other real estate owned:
(a) Construction and land development______________________ 5508.. 0 8.a.2a
(b) Farmland_______________________________________________ 5509.. 718 8.a.2b
(c) 1-4 family residential properties______________________ 5510.. 764 8.a.2c
(d) Multifamily (5 or more) residential properties_________ 5511.. 0 8.a.2d
(e) Nonfarm nonresidential properties______________________ 5512.. 2,567 8.a.2e
(3) Total (sum of items 8.a.(1) and 8.a.(2)) (must equal
Schedule RC, item 7)_______________________________________ 2150.. 4,049 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.. 7,792 8.b.2
(3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal
Schedule RC, item 8)_______________________________________ 2130.. 7,792 8.b.3
c. Total assets of unconsolidated subsidiaries and associated
companies______________________________________________________ 5376.. 31,839 8.c
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 during the quarter (include
proprietary, private label, and third party products):
a. Money market funds_____________________________________________ 6641.. 252,952 10.a
b. Equity securities funds________________________________________ 8427.. 1,924 10.b
c. Debt securities funds__________________________________________ 8428.. 10,358 10.c
d. Other mutual funds_____________________________________________ 8429.. 1,633 10.d
e. Annuities______________________________________________________ 8430.. 9,279 10.e
f. Sales of proprietary mutual funds and annuities (included in
items 10.a through 10.e above)_________________________________ 8784.. 88,900 10.f
Memorandum
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------
11. Interbank holdings of capital instruments (to be completed for the
December report only):
a. Reciprocal holdings of banking organizations' capital
instruments___________________________________________________ 3836.. N/A M.1.a
b. Nonreciprocal holdings of banking organizations' capital
instruments___________________________________________________ 3837.. N/A M.1.b
</TABLE>
<PAGE> 98
26
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
confidential.
<TABLE>
<CAPTION>
C370 <-
Dollar Amounts in Thousands
_______________________________________________________________________________________________________________________
----(Column A)---- ----(Column B)---- ------(Column C)-------
Past due 30 Past due 90
through 89 days days or more
and still accruing and still accruing Nonaccrual
------------------ ------------------ -----------------------
<S> <C> <C> <C> <C> <C> <C>
1. Loans secured by real estate: RCON RCON RCON
---- ---- ----
a. To U.S. addressees (domicile) ___________1245. . 1246. . 2,954 1247. . 7,128 1.a
b. To non-U.S. addressees (domicile) _______1248. . 1249. . 0 1250. . 0 1.b
2. Loans to depository institutions and
acceptances of other banks:
a. To U.S. banks and other U.S.
depository institutions _________________5377. . 5378. . 0 5379. . 0 2.a
b. To foreign banks ________________________5380. . 5381. . 0 5382. . 0 2.b
3. Loans to finance agricultural production
and other loans to farmers _________________1594. . 1597. . 0 1583. . 664 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile) ___________1251. . 1252. . 0 1253. . 5,108 4.a
b. To non-U.S. addressees (domicile) _______1254. . 1255. . 0 1256. . 0 4.b
5. Loans to individuals for household,
family, and other personal expenditures:
a. Credit cards and related plans __________5383. . 5384. . 283 5385. . 0 5.a
b. Other (includes single payment,
installment, and all student loans) _____5386. . 5387. . 106 5388. . 0 5.b
6. Loans to foreign governments and
official institutions ______________________5389. . 5390. . 0 5391. . 0 6.
7. All other loans ____________________________5459. . 5460. . 0 5461. . 1,149 7.
8. Lease financing receivables:
a. Of U.S. addressees (domicile) ___________1257. . 1258. . 57 1259. . 404 8.a
b. Of non-U.S. addressees (domicile) _______1271. . 1272. . 0 1791. . 0 8.b
9. Debt securities and other assets (exclude
other real estate owned and other
repossessed assets) ________________________3505. . 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
through 8 above which are wholly or RCON RCON RCON
partially guaranteed by the U.S. ---- ---- ----
Government _________________________________5612. . 5613. . 223 5614. . 0 10.
a. Guaranteed portion of loans and leases
included in item 10 above _______________5615. . 5616. . 207 5617. . 0 10.a
</TABLE>
<PAGE> 99
27
Schedule RC-N - Continued
<TABLE>
<CAPTION>
Memoranda C373 <-
Dollar Amounts in Thousands
_______________________________________________________________________________________________________________________
----(Column A)---- ----(Column B)---- ------(Column C)-------
Past due 30 Past due 90
through 89 days days or more
and still accruing and still accruing Nonaccrual
------------------ ------------------ -----------------------
<S> <C> <C> <C> <C> <C> <C>
11. Restructured loans and leases included in
Schedule RC-N, items 1 through 8, above RCON RCON RCON
(and not reported in Schedule RC-C, ---- ---- ----
Memorandum item 2) _________________________ 1658. . 1659. . 0 1661. . 0 M.1
12. Loans to finance commercial real estate,
construction, and land development
activities (not secured by real estate)
included in Schedule RC-N, times 4 and 7,
above ______________________________________ 6558. . 6559. . 0 6560. . 0 M.2
13. Loans secured by real estate (sum of
Memorandum items 3.a through 3.e must
equal sum of Schedule RC-N, items 1.a
and 1.b, above):
a. Construction and land development _______ 2759. . 2769. . 0 3492. . 33 M.3a
b. Secured by farmland _____________________ 3493. . 3494. . 0 3495. . 541 M.3b
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 __ 5398. . 5399. . 22 5400. . 29 M.3c1
(2) All other loans secured by 1-4
family residential properties _______ 5401. . 5402. . 2,815 5403. . 327 M.3c2
d. Secured by multifamily (5 or more)
residential properties __________________ 3499. . 3500. . 0 3501. . 1,130 M.3d
e. Secured by nonfarm nonresidential
properties ______________________________ 3502. . 3503. . 117 3504. . 5,068 M.3e
<CAPTION>
----(Column A)---- ----(Column B)----
Past due 30 Past due 90 days
through 89 days or more
------------------ ------------------
<S> <C> <C> <C> <C>
14. Interest rate, foreign exchange rate, and
other commodity and equity contracts: RCON RCON
a. Book value of amounts carried as ---- ----
assets __________________________________ 3522. . 3528. . 0 M.4.a
b. Replacement cost of contracts with a
positive replacement cost _______________ 3529. . 3530. . 0 M.4.b
</TABLE>
<PAGE> 100
28
Schedule RC-O -- Other Data for Deposit Insurance Assessments
C375 <-
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
5. Unposted debits (see instructions): RCON
----
a. Actual amount of all unposted debits___________________________ 0030.. N/A 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
Unposted credits (see instructions):
a. Actual amount of all unposted credits__________________________ 3510.. 14,253 2.a
OR
b. Separate amount of unposted credits:
(1) Actual amount of unposted credits to demand deposits_______ 3512.. N/A 2.b.1
(2) Actual amount of unposted credits to time and
savings deposits(1)________________________________________ 3514.. N/A 2.b.2
Uninvested trust funds (cash) held in bank's own trust department
(not included in total deposits)___________________________________ 3520.. 0 3.
Deposits of consolidated subsidiaries (not included in
total deposits):
a. Demand deposits of consolidated subsidiaries___________________ 2211.. 1,172 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
Not applicable.
Item 6 is not applicable to state nonmember banks that have not been
authorized by the Federal Reserve to act as pass-through correspondents.
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: RCOM
a. Amount reflected in demand deposits (included in Schedule RC-E, ----
Memorandum item 4.a)__________________________________________ 2314.. 0 6.a
b. Amount reflected in time and savings deposits (1) (included in
Schedule RC-E, Memorandum item 4.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."
Total "Adjusted Attributable Deposits" of all institutions required
under Section 5(d)(3) of the Federal Deposit Insurance Act (from
most recent FDIC Oakar Transaction Worksheet(s))___________________ 5518.. 0 8.
9. Deposits in lifeline accounts______________________________________ . . . . 9.
10. Benefit-responsive "Depository Institution Investment Contracts"
(included in total deposits)_______________________________________ 8432.. 0 10.
</TABLE>
____________
(1) For FDIC insurance assessment purposes, "time and savings deposits"
consists of nontransaction accounts and all transaction accounts other
than demand deposits.
<PAGE> 101
29
Schedule RC-O - Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
__________________________________________________________________________________________________________________________
<S> <C> <C> <C>
1. Adjustments to demand deposits reported in Schedule RC-E for certain reciprocal
demand balances:
a. Amount by which demand deposits would be reduced if reciprocal demand balances RCON
between the reporting bank and savings associations were reported on a net basis ----
rather than a gross basis in Schedule RC-E ______________________________________ 8785 0 11.a
b. Amount by which demand deposits would be increased if reciprocal demand balances
between the reporting bank and U.S. branches and agencies of foreign banks were
reported on a gross basis rather than a net basis in Schedule RC-E ______________ 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 net reciprocal demand balances
between the reporting bank and the domestic offices of U.S. banks and savings
associations in Schedule RC-E ___________________________________________________ A182 2,136 11.c
</TABLE>
<TABLE>
<CAPTION>
Memoranda
(To be completed each quarter except as noted) Dollar Amounts in Thousands
___________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
1. Total deposits 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. . 5,230,554 M.1.a1
(2) Number of deposit accounts of $100,000 or less RCON Number
---- ------
(to be completed for the June report only) ____ 3779. . 1,578,809 . . . . . . . . M.1.a2
b. Deposit accounts of more than $100,000:
(1) Amount of deposit accounts of more than $100,000 __________________________ 2710. . 1,578,809 M.1.b1
(2) Number of deposit accounts of more than RCON Number
---- ------
$100,000 _____________________________________ 2722. . 5,789 . . . . . . . . M.1.b2
2. Estimated amount of uninsured deposits 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 M.2.a
procedure for determining a better estimate of uninsured deposits than the ----
estimate described above _______________________________________________________ 6861. . X
b. If the box marked YES has been checked, report the estimate of uninsured deposits
determined by using your bank's method of procdure _____________________________ 5597. . N/A M.2.b
___________________________________________________________________________________________________________________________
C377 <-
</TABLE>
Person to whom questions about Reports of Condition and Income should be
directed:
(602) 858-8162
DOUGLAS S. ALLDREDGE, BANK REGULATORY REPORTING MGR
- --------------------------------------------------------------------------------
Name and Title (TEXT 8901) Area code/phone number/extension (TEXT 8902)
<PAGE> 102
30
Schedule RC-R - Risk-Based Capital
This schedule must be completed by all banks as follows: Banks that reported
total assets of $1 billion or more in Schedule C, item 12, for June 30, 1994,
must complete items 2 through 9 and Memoranda items 1 and 2. Banks with assets
of less than 1 billion must complete items 1 and 2 below or Schedle RC-R in its
entirety, depending on their response to item 1 below.
C380
<TABLE>
<CAPTION>
<S> <C> <C>
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. RCON YES NO
Indicate in the appropriate box at the right whether the bank has total ---- --- --
capital greater than or equal to eight percent adjusted total assets_________ 6056 N/A
</TABLE>
For 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 instuctions).
If the box marked YES has been checked, then the bank only has to
complete item 2 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 guidelines.
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------------------
(Column A) (Column B)
Subordinated Debt (1) and
Intermediate Term Other Limited-Life
ITEM 2 IS TO BE COMPLETED BY ALL BANKS Preferred Stock Capital Instruments
------------------------- -----------------------------
<S> <C> <C> <C> <C> <C>
2. Subordinated debt(1) and other limited-life
capital instruments (original weighted
average maturity of at lest five years) with
a remaining maturity of: RCON RCON
---- ----
a. One year or less_________________________ 3780. . 0 3786. . 0 2.a
b. Over one year through two years__________ 3781. . 0 3787. . 0 2.b
c. Over two years through three years_______ 3782. . 0 3788. . 0 2.c
d. Over three years through four years______ 3783. . 0 3789. . 0 2.d
e. Over four years through five years_______ 3784. . 0 3790. . 0 2.e
f. Over five years__________________________ 3785. . 0 3791. . 0 2.f
3. Not Applicable.
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.
</TABLE>
<TABLE>
<CAPTION>
(Column A) (Column B)
Assets Recorded on the Credit Equivalent Amount
Balance Sheet of Off-Balance Sheet Items(2)
---------------------- -----------------------------
<S> <C> <C>
4. Assets and credit equivalent amounts of
off-balance sheet items assigned to the
Zero percent risk category:
a) Assets recorded on the balance sheet:
(1) Securities issued by, other claims on,
and claims unconditionally by, the U.S. RCON RCON
Government and its agencies and other ---- ----
OECD central governments_______________ 3794. . 876,944 . . . . . . . . . 4.a.1
(2) All other______________________________ 3795. . 346,097 . . . . . . . . . 4.a.2
b) Credit equivalent amount of off-balance sheet items . . . . . . . . . 3796. . . . . . . . . . 0 4.b
</TABLE>
_______________
(1) Exclude mandatory convertible debt reported in Schedule RC-N, item 7.
(2) Do not report in column B the risk-weighted amount of assets reported in
column A.
<PAGE> 103
31
Schedule RC-R - Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------------------------------
(Column A) (Column B)
Assets Recorded on the Credit Equivalent Amount
Balance Sheet of Off-Balance Sheet Items (1)
---------------------- ------------------------------
<S> <C> <C> <C> <C> <C>
5. Assets and credit equivalent amounts of
off-balance sheet items assigned to the
20 percent risk category:
a) Assets recorded on the balance sheet:
(1) Claims conditionally guaranteed by the RCON RCON
U.S. Government and its agencies and ---- ----
other OECD central governments__________________ 3798. . 147,676 . . . . . . . . . 5.a.1
(2) Claims collateralized by securities issued
by the U.S. Government and its agencies and
other OECD central governments; by securities
issued by U.S. Government-sponsored agencies;
and by cash on deposit__________________________ 3799. . 22,638 . . . . . . . . . 5.a.2
(3) All other______________________________ 3800. . 2,197,033 . . . . . . . . . 5.a.3
b) Credit equivalent amount of off-balance sheet items . . . . . . . 3801. . 28,271 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. . 957,100 . . . . . . . . . 6.a
b. Credit equivalent amount of off-balance sheet items_ . . . . . . . 3803. . 8,388 6.b
7. Assets and credit equivalent amounts of off-balance
sheet items assigned to the 100 percent risk category:
a. Assets recorded on the balance sheet________________ 3804. . 3,273,605 . . . . . . . . . 7.a
b. Credit equivalent amount of off-balance sheet items_ . . . . . . . 3805. . 537,689 7.b
8. On-balance sheet asset values excluded from the
calculation of the risk-based capital ratio(2)_________ 3806. . 0 . . . . . . . . . 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. . 7,821,093 . . . . . . . . . 9.
</TABLE>
Memoranda
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Current credit exposure across all off-balance sheet derivative contracts covered by RCON
the risk-based capital standards____________________________________________________ 8764. . 1,722 M.1.
</TABLE>
<TABLE>
<CAPTION>
------------------------------------ With a remaining maturity of -------------------------------
(Column A) (Column B) (Column C)
Over one year
One year or less through five years Over five years
------------------------- ---------------------------- -----------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
2. Notional principal amounts
of off-balance sheet
derivative contracts:(3) RCON RCON RCON
a. Interest rate ---- ---- ----
contracts______________ 3809. . N/A 8766. . 59,366 8767. . 11,724 M.2a
b. Foreign exchange
contracts______________ 3812. . 488 8769. . N/A 8770. . N/A m.2b
c. Gold contracts_________ 8771. . N/A 8772. . N/A 8773. . N/A M.2c
d. Other precious metals
contracts______________ 8774. . N/A 8775. . N/A 8776. . N/A M.2d
e. Other commodity
contracts______________ 8777. . N/A 8778. . N/A 8779. . N/A M.2e
f. Equity derivative
contracts______________ A000. . N/A A001. . N/A A002. . N/A M.2f
</TABLE>
______________
(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
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.
Exclude from item 8 margin accounts and accrued receivables 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.
<PAGE> 104
32
Optional Narrative Statement Concerning the Amounts
Reported in the Reports of Condition and Income
at close of business on June 30, 1995
FIRST INTERSTATE BANK OF ARIZONA PHOENIX AZ
- -------------------------------- -------------------- -----------
Legal Title of Bank City State
The management of the reporting bank may, if it wishes, submit a brief
narrative statement on the amounts reported in the Reports of Condition and
Income. This optional statement will be made available to the public, along
with the publicly available data in the Reports of Condition and Income, in
response to any request for individual bank report data. However, the
information reported in column A and in all of Memorandum item 1 of Schedule
RC-N is regarded as confidential and will not be released to the public. BANKS
CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT
DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK
CUSTOMERS, REFERENCES TO THE AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN
SCHEDULE RC-N, OR ANY OTHER INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE
PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing
not to make a statement may check the "No comment" box below and should make no
entries of any kind in the space provided for the narrative statement; i.e., DO
NOT enter in this space such phrases as "No statement," "Not applicable,"
"N/A," "No comment," and None."
The optional statement must be entered on this sheet. The statement should not
exceed 100 words. Further, regardless of the number of words, the statement
must not exceed 750 characters, including punctuation, indentation, and
standard spacing between words and sentences. If any submission should exceed
750 characters, as defined, it will be truncated at 750 characters with no
notice to the submitting bank and the truncated statement will appear as the
bank's statement both on agency computerized records and in computer-file
releases to the public.
All information furnished by the bank in the narrative statement must be
accurate and not misleading. Appropriate efforts shall be taken by the
submitting bank to ensure the statement's accuracy. The statement must be
signed, in the space provided below, by a senior officer of the bank who thereby
attests to its accuracy.
If, subsequent to the original submission, material changes are submitted for
the data reported in the Reports of Condition and Income, the existing
narrative statement will be deleted from the files, and from disclosure; the
bank, at its option, may replace it with a statement, under signature,
appropriate to the amended data.
The optional narrative statement will appear in agency records and in release
to the public exactly as submitted (or amended as described in the preceding
paragraph) by the management of the bank (except for the truncation of
statements exceeding the 750-character limited described above). THE STATEMENT
WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR
ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY
FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE
INFORMATION CONTAINED THEREIN. A STATEMENT OF THIS EFFECT WILL APPEAR ON ANY
PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE
REPORTING BANK.
______________________________________________________________________________
C371 C372<-
No comment: X (RCON 6979)
BANK MANAGEMENT STATEMENT (pleaase type or print clearly) (TEXT 6980):
______________________________________ _________________
Signature of Executive Officer of Bank Date of Signature
<PAGE> 105
33
THIS PAGE IS TO BE COMPLETED BY ALL BANKS
<TABLE>
- ----------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C>
CMB No. For OCC: 1557-0081
CMB No. For FDIC: 3064-0052
CMB No. For Federal Reserve: 7100-0036
Expiration Date: 03/31/96
SPECIAL REPORT
(Dollar Amounts in Thousands)
CLOSE OF BUSINESS DATE: FDIC Certificate Number:
June 30, 1995 02843
C700 <-
<S> <C>
- ----------------------------------------------------------------------------------------------------------
LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date)
- ----------------------------------------------------------------------------------------------------------
The following information is required by Public Laws 90-44 and 102-242, but
does not constitute a part of the Report of Condition. With each Report of Condition,
these Laws require all banks to furnish a report of all loans or other extensions of credit
to its executive officers made since the date of the previous Report of Condition.
Data regarding individual loans or other extensions of credit are not required.
If no such loans or other extensions of credit were made during the period,
insert "none" against subitem (a). (Exclude the first $15,000 of indebtedness
of each executive officer under bank credit card plan.) See Sections 215.2 and
215.3 of Title 12 of the Code of Federal Regulations (Federal Reserve Board
Regulation 0) for the definitions of "executive officer" and "extension of
credit," respectively. Exclude loans and other extensions of credit to directors
and principal shareholders who are not executive officers.
- ------------------------------------------------------------------------------------------------------------
RCOM
----
a. Number of loans made to executive officers since the previous
Call Report date ________________________________________________________ 3561. . NONE a.
b. Total dollar amount of above loans (in thousands of dollars) ____________ 3562. . 0 b.
c. Range of interest charged on above loans (example: 9 3/4% = 9.75) _______ 7701/7702. . 0.00% to 0.00% c.
- -------------------------------------------------------------------------------------------------------------
SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT: DATE (Month, Day, Year):
John Prince, Vice President 602-858-8164
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NAME AND TITLE OF PERSON TO WHOM INQUIRIES MAY BE DIRECTED: (TEXT 8903) AREA CODE/PHONE NUMBER/
EXTENSION: (TEXT 8904)
DOUGLAS S. ALLDREDGE, BANK REGULATORY REPORTING MGR (602) 858-8162
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</TABLE>
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EXHIBIT 6
Pursuant to Section 321(b) of the Trust Indenture Act of 1939, the
Trustee, First Interstate Bank of Arizona, N.A., a national banking association
hereby consents that reports of examinations by federal, state, territorial or
district authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request thereof.
FIRST INTERSTATE BANK OF ARIZONA, N.A.
BY: /s/ Jason D. Farnsworth
Vice President and Manager
