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HomeMy WebLinkAbout2004-031swm uxmmcni,wmiwca,��pmimrcomcao ad,o ORDINANCE NO. 40 -iOl AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON DESIGNATING A DEPOSITORY FOR CITY FUNDS FOR A TERM BEGINNING MARCH 1, 2004 AND ENDING FEBRUARY 28, 2006; AUTHORIZING THE MAYOR TO EXECUTE A DEPOSITORY CONTRACT WITH BANK ONE AS THE PRIMARY DEPOSITORY; AUTHORIZING THE CITY MANAGER AND OTHER CITY EMPLOYEES TO TRANSACT BUSINESS WITH THE DEPOSITORY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Denton has notified all the banking institutions within the City its intent to receive applications for the performance of depository services and the custody of City funds for a term beginning March 1, 2004, and ending on February 28, 2006, with three possible one-year extensions of the Contract not to extend beyond February 28, 2009, in accordance with the requirements of Chapter 105 of the Local Government Code; and WHEREAS, the City of Denton has received an application for depository services from a banking institution desiring to be designated as the primary depository for both operations and payroll accounts and standard banking services as requested in the proposal; and WHEREAS, after such opening, the City Council found, on the basis of the bid application, that Bank One has submitted the application offering the most favorable terms and conditions to the City for the handling of such funds; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. Bank One is hereby selected and designated as the primary depository for operations and payroll accounts and banking and depository services beginning March 1, 2004, and ending February 28, 2006, with three possible one-year extensions of the Contract through February 28, 2009, in accordance with Chapter 105 of the Texas Local Government Code. The Mayor, or in her/his absence, the Mayor Pro Tern, is authorized to execute a depository contract with Bank One, substantially in the form of the attached Contract. SECTION 2. The Contract, including all attached exhibits, with said depository having its office and place of business in the City of Denton, Texas, shall be attached hereto and made a part hereof, and the same is hereby in all things approved and accepted. SECTION 3. The following officials: Michael A. Conduff, City Manager; Kathy DuBose, Assistant City Manager for Fiscal & Municipal Services; Howard Martin, Assistant City Manager of Utilities; Jon Fortune, Assistant City Manager of Public Safety and Transportation Operations; and Diana G. Ortiz, Director of Fiscal Operations, are hereby authorized to transact business with the above listed institutions regarding daily banking transactions or investments for the City of Denton. 5:\arU umeals rdinwcu�pmimrr convon Q d.D0 SECTION 4. The City Manager is authorized to make the expenditure of funds and fees and take the actions as indicated in the attached Contract and exhibits. SECTION 5. The City Manager is authorized to extend the expiring contract with the current depository, Texas Bank, for up to 60 days to ensure services until the complete transition of services to the new depository. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the j/�a( day of , 2004. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APP OVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: & / EULINE BROCK, MAYOR Page 2 DEPOSITORY SERVICES CONTRACT STATE OF TEXAS § COUNTY OF DENTON § ARTICLE 1. SELECTION AND TERM Bank One, hereinafter referred to as "Depository" at 1200 W. University Drive, Denton Texas 76201, a bank located in the State of Texas and the deposits of which are insured by the Federal Deposit Insurance Corporation, was duly selected in compliance with the terns and provisions of Tex. Loc. Gov't Code Ch. 105, Tex. Loc. Gov't Code §131.903, Tex. Tax Code §6.09, and all other applicable laws, by the City Council of the City of Denton located in Denton County, Texas hereinafter referred to as "City" to serve as the depository of the funds of City. The action of the City Council was duly taken and the Depository is to serve pursuant to this Contract for a period of two years, beginning March 1, 2004 and ending February 28, 2006. Provided, however, that this Contract may be extended for up to three additional one-year terms at the request of the Depository and upon the approval of and sole discretion of the City through its City Council. Depository also agrees that the City shall have up to 60 days from the date the City Council designates it as the City's depository to transfer all municipal funds covered by this Contract from its current depository to Depository. Under no circumstances shall the term of this Contract extend beyond February 28, 2009 or the maximum term allowed by law. It may be sooner terminated by Depository's failure to adhere to all requirements of this Contract. ARTICLE 2. OBLIGATIONS OF DEPOSITORY A. The Depository shall pledge to the City and deposit in safekeeping and trust with another bank acceptable to the City approved security as defined or referred to in Tex. Loc. Gov't Code §105.031, et. seq. and the Collateral for Public Funds Act, Chapter Act, Chapter 2257 of the Texas Government Code, in an amount of market value sufficiently adequate to protect all funds of City on deposit with Depository during the term of this Contract, but not less than that required by Tex. Loc. Gov't Code Ch. 105, Tex. Gov't Code §2257.022, the City's Investment Policy, and all other applicable laws. Depository shall execute the Depository Pledge Agreement attached to this Contract as Exhibit "A" and made a part hereof as if written word for word herein. All deposits, including accrued interest, are to be fully collateralized in accordance with the above terms. Depository will be responsible for determining daily if the collateral is sufficient in accordance with this Contract, the Depositories for Municipal Funds Act, the Collateral for Public Funds Act, and all other applicable laws. Pledged securities will be listed as an addendum to the Depository Contract in Exhibit "A". Pledged securities will be held by the Federal Home Loan Bank in joint custody with the City and the Depository. Provided further that: 1. The approved securities shall be of the kind defined or referred to in Tex. Loc. Gov't Code §105.031 and Chapter 2257 of the Texas Government Code and acceptable to the City, and the amount pledged shall be in a total market value as directed at any time by the City Council in accordance with standards acceptable to the City Council and as required by applicable laws. 2. The conditions of the pledge of approved securities required by this Contract are that the Depository shall credit the account(s) of City with the full amount or all State of Texas Warrants presented to Depository for the account of the City no later than the banking day next following the day of Depository's receipt of such warrants; that Depository shall faithfully perform all duties and obligations devolving upon Depository by law and this Contract, including specifically the duty to collect with diligence checks, drafts, and demands for money deposited with Depository; pay upon presentation all checks or drafts drawn on order of the City in accordance with its orders duly entered according to the laws of Texas; pay any time deposit or certificate of deposit of City in Depository upon maturity or after the period of notice required, and faithfully keep, account for as required by law; and faithfully pay over, at maturity or on demand, as City may elect, to any successor depository all balances of funds the City then has on deposit with Depository. 3. The pledge of approved securities required by this Contract shall be a continuing pledge, ceasing only upon the later of the termination of this Contract or the fulfillment by Depository of all of its duties and obligations arising out of this Contract (and a continuing security interest in favor of City shall attach immediately upon any such pledge to all proceeds of sale and to all substitutions, replacements, and exchanges of such securities, and in no event shall such continuing security interest be voided by any act of Depository). But notwithstanding the foregoing Depository shall have the right, with the consent City, to purchase and sell and substitute or replace, any and all of the approved securities pledged pursuant to this Contract with other approved securities, provided that all of the other conditions of this Contract are adhered to by Depository, and such pledge shall be in addition to all other remedies available in law to City. 4. This Contract shall become binding upon City and Depository only upon approval by the City Council of the Contract and the application attached hereto. To the extent of conflict, if any there be, between this Contract and the application, Exhibit `B", and any of the attached exhibits, the terms of this Contract shall control. Nothing in the terms and conditions of the application (Exhibit `B"), including without limitation, any indemnity or venue clauses, shall control or reduce the obligations of Depository under this Contract, it being the intent of the parties that the terms of this Contract shall control and be binding over any conflicting provision in the exhibits. All conflicts in the exhibits shall be resolved in accordance with Article 2 A.10 of this Contract. 5. Upon execution, Depository shall immediately furnish or cause to be furnished to City original and valid safekeeping or trust receipts issued by the bank holding the approved securities pledged pursuant to this Contract, marked by the holding bank on their face to show the pledge and market value as required above. City shall promptly furnish two executed copies of this Contract, photocopies of all such receipts, and photocopies of new receipts for substitutions and additions and written notice of deletion, when made, to Depository. 6. On the execution date of this Depository Contract the Depository agrees to pledge an amount that is equal to funds anticipated to be on deposit from day to day. 7. Any closing or failure of Depository, or any event deemed by City to constitute a closing or failure of Depository, shall be deemed to have vested full title to Page 2 all approved securities pledged pursuant to this Depository Contract in City. City is hereby empowered to take possession of and sell any and all of such pledged approved securities, to the extent not forbidden by law, whether in safekeeping at another bank or in possession of City, and City is specifically so empowered by Depository. 8. Depository agrees that it will act, and the City hereby designates Depository as its primary depository, with both parties agreeing that all funds herein shall be deposited and invested in compliance with all applicable local, state, and federal laws including, but not limited to, the Depository for Municipal Funds Act, Chapter 105, §105.001-105.092 of the Texas Government Code (V.A.T.C.S.); the Collateral for Public Funds Act, Chapter 2257, §2257.001-2257.083 of the Texas Government Code (V.A.T.C.S.); the Public Funds Investment Act, Chapter 2256, §2256.001-2256.104 of the Texas Government Code (V.A.T.C.S.); the City Charter and Code of Ordinances of the City of Denton, Texas as amended; and the Investment Policy adopted by the City. It is also the intention of the parties hereto, in conformance with the above -mentioned laws, that the City shall remain at maximum flexibility to invest its funds prudently to earn the highest rate of return consistent with the City's Investment Policy and all other applicable requirements of the law. 9. Depository shall, in return for the City depositing its funds in the Depository, provide professional banking services as an independent contractor for the charges as set forth in the Depository's application dated December 9, 2003, which application is attached hereto as Exhibit `B" and made a part of this Contract for all purposes. 10. Depository shall perform all those banking services set forth in Exhibit "A"; its application attached hereto as Exhibit `B"; and the City's Request for Applications for the Performance of Depository Services, which is attached hereto as Exhibit "C" and made a part of this Contract for all purposes. In case of conflicts between this Depository Contract and the aforementioned exhibits or in case of a conflict between such exhibits, the conflict will be resolved as follows: First, this Depository Contract controls over all exhibits; second, Exhibit "A" controls over Exhibits `B" and "C"; third, Exhibit "C" controls over Exhibits `B". 11. Depository shall (a) keep the municipal funds covered by this Contract, (b) perform the duties and obligations imposed on the Depository by law and under this Contract, (c) pay on presentation all checks drawn and personally payable on a demand deposit account with the Depository, (d) pay all transfers properly payable as directed by the designated employee or officer chosen by the city, (e) provide and maintain security at the level required by Tex. Gov't Code Ch. 2257, and (f) account for municipal funds as required by law. B. Depository warrants that each computer, hardware, software, and firmware product or equipment utilized by Depository to deliver financial and depository services under this Contract shall be able to accurately process date data (including, but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, including leap year calculations, when used in accordance with the product documentation provided by Depository, provided that all other interfaces (e.g., hardware, software, firmware) used in combination with such product properly exchange data with it. If this Contract requires that the Depository's equipment or products must perform as a system in Page 3 accordance with the foregoing warranty, then that warranty shall apply to Depository's products and equipment as a system. The duration of this warranty and the remedies available to the City for breach of this warranty shall be as defined in, and subject to, the terms and limitations of Depository's standard commercial warranty or warranties contained in the contract(s), provided that, notwithstanding any provision to the contrary in such commercial warranty or warranties, the remedies available to City under this warranty shall include repair or replacement of any Depository -utilized product or equipment whose non-compliance is discovered and made known to Depository in writing and Depository, in accordance with Article 6 hereof, shall indemnify City against losses caused by any breach of this warranty. Nothing in this warranty shall be construed to limit any rights or remedies the City may otherwise have under this Contract with respect to defects other than Year 2000 performance. ARTICLE 3. ADDITIONAL SECURITY Subsequent to the execution date of this Contract, should the amount of deposit exceed that which is initially pledged, said amount will be increased, and the safekeeping receipts of the additional securities will be provided in accordance with Paragraph A(5) of Article 2 herein. ARTICLE 4. ADDITIONAL DEPOSITORIES This Contract shall be non-exclusive and the City reserves the right to designate secondary or additional depositories and to, if necessary, enter into Depository Agreements for other City funds with other banks in Denton County or adjacent counties whenever the interests of the City may demand. The City also reserves the right to contract with other financial institutions under separate contract if the City determines that additional financial services are necessary in the administration, collection, investment, and/or transfer of municipal funds. ARTICLE 5. LEVEL OF COMPETENCY Depository and its officers and employees performing services hereunder agree that in the performance of these depository services, they shall be responsible to the level of competency and shall use the same degree of skill and care as presently maintained by other practicing professionals performing the same or similar types of work in the State of Texas. ARTICLE 6. INDEMNIFICATION Depository shall indemnify and hold harmless the City, its officers, agents, and employees from loss, damage, liability, or expenses on account of any claims, damages, or injuries, whatsoever to all persons including employees of Depository and City, including without limitation breach of the Year 2000 Warranty set forth in Article 2.B., which may arise from any negligence, error, or omission in the performance of this Contract on the part of Depository or any breach of its obligations or duties under this Contract, and Depository shall defend, at its own expense, any suits or other proceedings brought against the City, its officers, agents, and employees, and shall pay any expenses to satisfy all judgments or losses whatsoever which may be incurred or rendered against them or the City. Page 4 ARTICLE 7. EXHIBITS All exhibits attached to this Contract are considered to be integral parts of same, and Depository will fully comply with the terms and conditions of same. ARTICLE 8. VENUE For purposes of determining venue and the law governing this Contract, services performed under this Contract are performed in the City and County of Denton, Texas. Any suit or dispute regarding this Contract shall be decided and settled in a court of competent jurisdiction sitting in Denton County, Texas. ARTICLE 9. COUNTERPARTS This Contract may be executed in any number of counterparts, and each such counterpart shall be deemed for all purposes to have the same effect as if all parties to this Contract had signed one and the same signature page of this Contract. ARTICLE 10. TERMINATION A. The City and Depository shall, as a matter of right without necessity of default on the part of City or Depository, terminate this Contract at any time by giving the City or Depository 90 days prior notice in writing. Should Depository default in any of its obligations to City under this Contract, City shall give Depository notice of default in writing, and Depository shall have 30 days from receipt of the notice to correct the default. If Depository fails to remedy default within this time, City, at its sole option, may cancel this Contract and Depository shall be fully responsible to pay City any and all damages caused by its default. Depository shall be paid for all services satisfactorily performed in accordance with this Contract up to date of any termination hereunder. Depository's filing of a petition in bankruptcy or being declared insolvent by a federal bank regulatory agency shall be considered a material breach of this Contract. Nothing herein shall deprive City of any other remedies in law and equity to enforce the terms, conditions, and obligations of this Contract including, but not limited to, instituting suit for damages or, in the alternative, specific performance of this Contract. B. In the event of termination, Depository shall fully cooperate with the City to transfer all municipal funds to the new depository designated by the City. ARTICLE It. NOTICES All notices required under this Contract must be given by certified mail or registered mail, addressed to the proper party, at the following addresses: CITY: Mike Conduff, City Manager City of Denton 215 E. McKinney Denton, Texas 76201 DEPOSITORY: Bank One Randall McDonald 1200 W. University Drive Denton, Texas 76201 Page 5 Either party may change the address to which notice is sent by giving the other party notice of the new address in the manner provided in this section. ARTICLE 12. ASSIGNMENT Depository shall not assign any interest in this Contract and shall not transfer any interest in this Contract (whether by assignment, novation, or otherwise) without the prior written consent of the Citv thereto. ARTICLE 13. BINDING EFFECT This Contract shall be binding upon and enure to the effect of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns where permitted by this Contract. ARTICLE 14. ENTIRE AGREEMENT This Contract and the attached exhibits constitute and express the entire agreement between the parties and shall not be amended or modified except by written instrument signed by both parties. ARTICLE 15. AUTHORITY TO CONTRACT Depository hereby does represent to the City that its officer or officers who have executed this Contract have full and complete capacity and authority to execute a binding Depository Contract which is effective, for all purposes, as to all services to be provided and all terms and obligations under this Contract. ARTICLE 16. DUPLICATE ORIGINALS This Contract is executed by the City and the Depository in three copies, all of which shall be deemed originals. IN WITNESS of which this Contract has been executed on this the 1" of February, 2004 by the duly authorized officers of Depository and City. CITY OF DENTON: By: ANC— Date: �' � a 00� Name (Print): Euline Brock Title: Mayor Address: City of Denton 215 E. McKinney Denton, Texas 76201 Page 6 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: (A)� APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: 6u/ BANK ONE Byw�crPa�Qi%%��jate: AUTHORIZED SIGNATURE Name (Print): f�lQvtor4 (( AA bo✓zm %{ Title:4„cm)oPea,7L— l72v1.Ta , \\CH-LGL\V0LI\shartdWepNAL\0w Ooco U\Controls\04WEPOSUORY CONTMCT.doc Page 7 EXHIBIT "F," CONTINUING DEPOSIT SECURITY AGREEMENT THIS AGREEMENT is entered into as of this day of 200 _, by and between the ("Customer"), and Bank One, NA, main office Chicano, Illinois ("the Bank'). RECITALS A. From time to time Customer, for investment and business purposes, makes deposits of money with the Bank; and B. Although such deposits are generally eligible for FDIC insurance coverage, such coverage is limited for the funds of each public unit, as that term is defined by applicable law. C. In consideration of the deposits made by Customer with the Bank, Customer and the Bank desire to enter this Agreement granting Customer a security interest in certain Collateral hereinafter defined to afford Customer greater protection. NOW, THEREFORE, in consideration of the Customer's depositing its funds with the Bank and as security for the repayment of those deposits, the parties agree as follows: 1. OBLIGATIONS. The obligations subject to this Agreement, hereinafter referred to as "Obligations", are the accounts held in the following name: 2. GRANT OF SECURITY INTEREST - COLLATERAL. To secure the Obligations described above, the Bank hereby grants to the Customer security interest in and assigns and pledges assets, hereinafter referred to as ("Collateral"). The Bank represents that its Board of Directors has passed a resolution authorizing and approving the execution and delivery of contracts with the United States, individual states, and any political subdivisions thereof ("Public Units") providing for the deposit of public funds with the Bank and the pledge of collateral by the Bank to the Public Unit and further authorizing and approving the execution and delivery of all related contracts between the Public Units and the Bank, including without limitation, assignments, pledge agreements and security agreements; that such resolution is reflected in the Minutes of the Bank's Board of Directors; and that a copy of this Continuing Deposit Security Agreement shall be maintained as an official record of the Bank. 3. LOCATION OF COLLATERAL. The Bank agrees to deliver and place the Collateral with the Federal Reserve Bank, hereinafter referred to as "Trustee", as a book entry item in the name of the Customer as the secured party. Page I of Evidence of such transaction will be forwarded to the Customer immediately after the transaction occurs, in no event later than one (1) week from the execution of this Agreement. 4. BANK REPRESENTATIONS, WARRANTIES AND PROMISES. The Bank further represents, warrants and agrees: a) The Bank has full power and authority to enter into this Agreement. b) The Bank is the owner of the Collateral, or if the Bank is not the owner, the owner has agreed to execute a Hypothecation Agreement granting a security interest in the Collateral in consideration of the Customer's deposits. c) The Bank agrees that the total aggregate market value of the Collateral pledged to the Customer, pursuant to this Agreement, shall be continually maintained at the amount equal to or greater than the Obligations of the Bank to the Customer which exceed the sum of the Federal Deposit Insurance Corporation's Insurance limitation. Customer shall notify Bank of significant changes in the amount of Customer's deposits, at which time Bank will pledge additional or release excess securities. (Bank will voluntarily monitor the market value of pledged securities on a daily basis.) d) If the Bank shall desire to sell or otherwise dispose of any one or more of the securities constituting part of the Collateral deposited with the Trustee, it may substitute for any one or more such securities other securities of the same current par and of the character authorized herein. Such right of substitution shall remain in full force and may be exercised by the Bank as often as it is desired; provided, however, that the aggregate market value of all Collateral pledged hereunder shall be at least equal to the amount of Collateral requir ed hereunder. e) The Bank shall be entitled to income on securities held by the Trustee, and the Trustee may dispose of such income as directed by the Bank without approval of the Customer, provided a breach of contract does not exist. f) This Agreement will continuously, from the time of its execution, remain part of the official records of the Bank. 5. EVENTS OF BANK DEFAULT. The Bank shall be in default under this Agreement upon the occurrence of any one or more of the following events or conditions which continue to exist for a period of ten (10) days after Customer has served the Bank with a notice generally describing said defaults: a) Failure to comply with any of the requirements of Subparagraph 4 above or any other provisions of this Agreement: b) Non-payment of any of the Obligations when due or non-performance of any promises made by the Bank in this Agreement: c) Insolvency of the Bank Page 2 of 4 d) The appointment of a receiver for any part of the Bank 6. RIGHT OF CUSTOMER UPON BANK'S DEFAULT. In the event of a default by the Bank, in addition to all the rights and remedies provided in Article 9 of the Uniform Commercial code and any other applicable law, the Customer may (but is under no obligation to the Bank to do so) sell, assign and deliver the whole, or any part of the Collateral or any substitutes thereof or additions thereto, in a commercially reasonable manner and with right to purchase the Collateral at any public sale. Out of the proceeds of any such sale Customer may deduct its actual damages and reasonable costs and expenses of sale incurred as a result of Bank's default, accounting to Bank for the remainder, if any, of such proceeds or collateral remaining unsold. 7. CUSTOMER REPRESENTATIONS, WARRANTIES AND PROMISES. Customer further represents, warrants and agree s: a) Customer has full power and authority to enter into this Agreement. b) Customer will comply with the terms of any other agreements it may have with the Bank which govern the Obligations. In the event that Customer fails to comply with any of its promises herein, or any of its representations is untrue or any of its warranties is breached, or if any of the Obligations are subjected to service of process, including but not exclusively, a writ of execution, then Bank may immediately terminate this Agreement. 8. LAW GOVERNING. This Agreement and the rights and obligations of the parties hereunder shall be construed and interpreted in accordance with the laws of the State of cx 4,5 applicable to agreements made and to be wholly performed in such state. 9. TERMINATION OF THE AGREEMENT. Customer or the Bank may terminate this Agreement by giving written notice of termination to the other party which notice is effective when received by the other party. The rights and liabilities of the parties under this Agreement survive any termination of the Agreement until all Obligations have been satisfied in full. 10. NOTICES. All notices and other communications shal I be sent to the CUSTOMER: Name: Address: City/State: BANK: Name: Address: City/State: Bank One, NA, Chicago, Illinois Page 3 of 11. ASSIGNS. This Agreement and all rights and liabilities hereunder and in and to any and all Collateral shall insure to the benefit of Customer and the Bank and their respective successors and assigns. No portion of this Agreement may be assigned without the expressed written consent of the other party, and any assignment must comply with all provisions of Paragraph 4c. IN WITNESS WHEREOF the parties have signed this Agreement as of this day and year first above written. CUSTOMER: M Title BANK: Bank One, NA, Chicago Illinois BY: Title Page 4 of 4 List of Accounts: Pledgee Agreement Form To: Federal Reserve Bank of Boston Date: 600 Atlantic Avenue PO Box 2076 Boston, MA 02106-2076 Attn: Joint Custody We, the agree to the terms of Appendix C of your Operating Circular 7, dated July 12, 2002, as it may be amended from time to time with respect to the account on your books designated (account number) We further agree that you may accept securities from the Pledgor as a replacement of, or in substitution for, those securities presently held (please check one): = with prior approval = without prior approval provided that the replacement or substitution does not reduce the aggregate par amount of securities held in custody for us. (See Operating Circular 7, Appendix C, Section 4.3.) We authorize you to use the following call-back procedure for securities transactions pertaining to this account (please circle one): = Three -party call-back = Four -party call-back We certify that the individuals listed below may take authoritative action on our behalf with respect to the account, including a direction to release collateral from the account. You may rely on the authority of these individuals with respect to the account until we otherwise notify you. rint Name) (Title) (Signature) (Date) (email) (fax) Telephone rint Name) (Title) (Signature) (Date) (email) (fax) Telephone rint Name) (Title) (Signature) (Date) (email) (fax) Telephone rint Name) (Title) (Signature) (Date) ((email) (fax) Telephone rint Name) (Title) (Signature) (Date) (email) (fax) Telephone REV 12/2002 Pledgee Agreement (Page 2 of 2) The Undersigned hereby certifies that he/she is the present lawful incumbent of the designated public office. Notary State of County of Pledgee Name of governmental unit Street Address or P.O Box Number City, State, Zip Code Official Signature/ Date Printed Name and Title On this day of 200_ before me personally appeared to me personally known or satisfactorily proven, who by me duly sworn, did depose and say that he/she resides at in the City of in the State of that he/she is the [Title] of and that he/she executed this document on behalf of before me. (Signature of Notary) (Print name of Notary) My commission expires on [Date] REV 12/2002 CITY OF DENTON BANK BID FEE SCHEDULE December 2003 CITY OF DENTON BANK BID FEE SCHEDULE December 2003 CITY OF DENTON BANK BID FEE SCHEDULE December 2003 Bank One Approx. Service i, c.,tiy�:}syy„ a 4 n� H,C Monthly Fee Per Total Monthly Item Fee IyIONTiHLX RECAP_OF FEES ' "' � Basic Ba°hking Ser*lces Safe keepij7giSarJIces a EnliancedBanWrI9 Servicea TOTALBANKINOiF.EES Yi iS LockBox,ervices , - Credit Cad,Secv9lces .:.; TOTAL"1RETAIL3 ,;, I TOTAL,IMONTWIIY FEES" $3,825 184 633 $4,641 $6,965 11,572 $18,537 $23,178 $45,898 2,202 7,590 $55,690 $83,580 138,866 $222,446 $278,136 EXHIBIT "B" AWK=ONE 1200 W. University Dr. Denton, TX 76201 December 9, 2003 Mr. Tom Shaw Purchasing Agent 901 — B Texas Street Denton, Texas 76209 RE: City of Denton RFP #3120 Dear Mr. Shaw: Thank you for the opportunity to submit the enclosed proposal for banking services. — ' This letter shall serve as our commitment to provide the requested services contained in the RFP #3120, as amended with 21 pages. Sincerely, Randall McDonald President 940-381-7425 REQUEST FOR PROPOSAL FOR DEPOSITORY SERVICES WfA SUBMITTED BY: BANK= ONE DECEMBER 9, 2003 w� 0� Z ww mz a0 S am N h � ti � ti h W W W W W W W W W W W W W lX8"Ad "*"a" DEPOSITORY AGREEMENT REQUEST FOR PROPOSAL CITY OF DENTON, TEXAS NOVEMBER 24, 2003 BID 3120 OPENING DATE: December 9, 2003 Page 1 of 21 NOTICE TO BIDDERS Sealed proposals submitted in triplicate will be received by the City of Denton, Texas at the office of the Purchasing Agent at 901-B Texas Street, Denton, Texas 76209 prior to 2:00 p.m. on December 9, 2003, then publicly opened to purchase the following listed items as per bid instructions and specifications. RFP # 3120 - REQUEST FOR APPLICATION FOR BANK DEPOSITORY SERVICES Qualified prospective bidders may obtain copies of the Request for Proposal with information at the office of the Purchasing Agent, located at 901-B Texas Street, Denton, Texas 76209 in the Purchasing/Warehouse portion of the Service Center complex. The City of Denton, Texas reserves the right to reject any and all bids and to waive defects in bids. No officer or employee of the City of Denton shall have a financial interest, direct or indirect, in any contract with the City of Denton. Minority and small business vendors or contractors encouraged to bid on any and all City of Denton projects. CITY OF DENTON (940)349-7100 TOM D. SHAW, C.P.M. PURCHASING AGENT This advertisement to run on November 24, 2003 and December 1, 2003. Page 2 of 21 I. INTRODUCTION The City of Denton is seeking applications from eligible financial institutions ("Bank") to be the banking services depository for public funds of the City. This agreement will not cover any investment transaction activities other than safekeeping services and possible purchase of certificates of deposit within a pre -defined limit. The City plans to manage its own investment portfolio. The contract period will be two (2) years beginning March 1, 2004 and ending February 28, 2006, with a provision for a one (1) year continuation up to three (3) additional years under the same terms and conditions of the contract, subject to the mutual agreement of both parties. The contract will also provide for an extension period not to exceed ninety (90) days for the transition to the new Bank depository. At the outset, the City wishes to communicate the primary objectives of the depository agreement, an important component of the overall treasury and debt management program of the City of Denton: • To seek a Bank that is both capable of providing comprehensive banking services, and willing to be attentive to the City's money matters. • To maximize the total dollars earned by the City on investment monies in order to be prudent and effective custodians of the taxpayers' financial resources; • To maintain a good working relationship with the depository Bank; and • To adequately compensate the depository Bank for services provided to the City and to allow a reasonable profit to be earned, subject to competitive forces in the market place. • To fully comply with the requirements of Texas Local Government Code Chapter 105, as amended. This Request for Proposal (Bid) is intended to serve as the proposal form for the depository agreement. There are several blanks to fill in and questions to be answered. Any alterations, changes, or deletions to this Bid may be reason for the City to disregard and reject the proposal. Any terms in this Request for Proposal which are in conflict with Chapter 105, as amended, of the Texas Local Government Code shall be deemed superseded by such chapter. Conflicts discovered between this RFP and state law by a bidder should be notes in such bidder's proposal form. Bidders will be required, if awarded the depository agreement bid, to execute the documents attached as Exhibits A, B, and C, unless bidders note in their bid exceptions to the terminology in such exhibits. City will disregard any exceptions which conflict with Chapter 105 referenced above. All points outlined and materials requested will be incorporated into the bidder's reply to be considered for evaluation. Attachments will be appropriate in order to answer some of the enclosed questions. Questions regarding this Bid may be addressed to: Purchasing Agent, c/o City of Denton — Purchasing Department, 901-B Texas St., Denton, TX 76209; FAX 940-349-7302. II. CALENDAR OF EVENTS . aryet Date Description of Events Page 3 of 21 ember 24, 2003 Bid sent to all banks located in Denton and those outside the city limits that requested a copy November 24- December 1, 2003 Advertise Bank depository notice in local newspaper December 9, 2003 Receive proposals from interested banks December 17, 2003 Review recommendation with the Investment Committee February 7, 2004 City Council to award contract March 1, 2004 New Bank depository contract period begins III. CRITERIA FOR EVALUATION A. The City staff will review the submitted proposals carefully. The recommendations will be based on the proposal determined to be best on behalf of the City and the taxpayers. The following areas will be considered in the evaluation of the proposals: • Ability to perform the requested services 30% • Lowest aggregate cost of banking services 20% • Agreement to points outlined in this Bid and Contract 15% • Financial condition & ability to meet collateral requirements 15% • Safekeeping/collateral agreements accepted 10% • Quality of all reports requested 10% B. In order to be considered, the depository must be a federal or Texas -chartered bank. Each proposal must provide the following information: 1. The amount of paid -up capital stock and permanent surplus for the depository. 2. Audited financial statements for the most recent reporting year. Page 4 of 21 3. A list of the depository officers. 4. A list of the depository directors. 5. Ratings on outstanding debt. 6. Proposed wire transfer agreement/contract. 7. Sample account analysis and monthly bank statement (must show city requirements IX.B & E). 8. Availability of funds schedule. 9. Proposed collateral agreement. 10. Proposed custody/security safekeeping agreement. 11. Any additional contracts or agreements requiring City approval (ACH, Credit Card Processing, Lockbox etc.) 12. RFP documents including fee schedule. 13. Daylight overdraft policy. 14. Reference list of agencies currently using your institution's lock -box services. 15. Sample daily lock -box transmission reports. 16. Sample monthly lock -box activity reports. C. All RFPs must include a completed fee schedule in the form provided. Only the charges listed in Section IV: B. Services and Fees will be acceptable in the monthly account analysis. Once selected as the City's Depository, no additional or increased fees for services in the fee schedule may be charged to the City during the initial two (2) year contract period. An account analysis must be forwarded to the City each month for review. Upon review and any necessary corrections, the City will authorize a debit to its General Account. Under most circumstances, the review should be completed in five (5) business days. No interest or other late charge payment shall ever be due. Charges for services requested after award of contract will be mutually - agreed upon. D. Services may be modified by mutual agreement. It is expected the range of services described in this RFP will be used for the length of the contract; however, the City may discontinue any service after sixty (60) days written notification to the depository. Services may also be added, with costs of new services to be negotiated at that time. IV. BANK QUESTIONNAIRE The Bank is requested to thoroughly answer the following questions. Additional pages may be appended if space is inadequate. How is the Bank chartered? Bank One in Texas is a wholly -owned subsidiary of Bank One, N.A. 2. What percent of current loans are classified as non -performing? 2.52% as of yearend 2002. 3. Does the Bank have any significant problems noted by regulatory agencies in the past twenty-four (24) months? If "yes", please explain. None exist. 4. Indicate the Bank's capital to assets ratio for the last five (5) years. 1998-7.8%; 1999-7.49%; 2000-6.87%; 2001-7.5%; 2002-8.1% J. What was the Bank's 2003 return on assets (ROA)? Page 5 of 21 1.25% as of yearend 2002. C Attach copies of the Bank's most recent FDIC UPBR) call reports. These are included in Exhibit A. 7. Is the Bank a branch bank or will it soon become a branch bank? No. If so, please indicate which services will be provided from the Bank's present location and which will be provided from the main Bank. Also, please indicate service location throughout the proposal where applicable. V. ACCOUNT DESCRIPTIONS A. General The City intends to establish the following Bank accounts: Account Name Employee Claims Account Operating Account Sinking Account Payroll Account Concentration Account CDBG Account Type Zero -Balance Account Zero -Balance Account Zero -Balance Account Zero -Balance Account Super Now Account Zero -Balance Account City reserves the right to open or close any number or type of accounts throughout the period if necessary although no changes are anticipated. Page 6 of 21 L .iervices and Fees The service which should be made available to the City include but are not limited to the following: TOTAL FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 1. $10.00 6 accounts $60.00 Account Maintenance 2. $15.00 prior day 6 accounts $90.00 Cash Management System $00.06 per item 5,037 (est.) $302.22 (computer reporting system which $15.00 curt. day 6 accounts $90.00 lists previous and current day $00.06 per item 3,500 (est.) $210.00 balances, debits, credits, averages, and check presentments for all accounts) 3. $00.75 450/month (est.) $337.50 Deposit tickets (credit posting) -branch $00.10 450/month (est.) $45.00 Deposit tickets (credit posting) -electronic (wire, ACH, lockbox) 4. $00.045 25,000/month $1,125.00 Items deposited (encoding) 5. $00.10 3,500/month $350.00 Items paid (debit posting) 6. $5.00 30/month $150.00 Incoming wire transfer by computer 7. $6.00 50/month $300.00 Outgoing Wire by Cash Mgt System 8. $12.00 2/month $24.00 Outgoing Wire by Phone 9. $00.10 5/month $00.50 Outgoing Wire by ACH transfers $00.10 550/month $55.00 Incoming Wire by ACH Transfers 10. $20.00 2/month $40.00 Stop Payment by phone 11. $10.00 10/month $100.00 Stop Payment by Cash Mgt System 12. *No Charge 150 books/mo. $0.00 Deposit slips printed (serialized & coded by location) 13. No Charge 1/box $0.00 Safe deposit boxes (10x10) 10. No Charge 4 hrs./month $0.00 Research hours 11. $75.00 1 account $75.00 Controlled disbursement service charge (per item chg. incl. in #5) Page 7 of 21 12. $2.50 60/month $150.00 Return items 13. $2.00 120/month $240.00 Return items recleared 14. No Charge 1 account $0.00 Securities clearing and safekeeping No Charge $0.00 a) Maintenance charge **No Charge 13/month $0.00 b) Receipts deposited **No Charge 12/month $0.00 c) Receipts withdrawal No Charge 10/month $0.00 d) Coupon collections $ 2.75 $320 million $2.75 Per receipt e) Safekeeping of assets, per receipt $ 12.00 13/month $156.00 f) Book -entry security transfers via Federal Reserve, per transaction 15. Bi-weekly Payroll Fees for direct deposit services for employees (1,260 employees, total payroll = $1,300,000), (66°% usage) $40.00 1/month $40.00 Tape charge - Net ACH Monthly Maint $00.06 1,654/month $99.24 b) Credit/debit posting c) Other (list each specific charge) $2.00 ACH Returns/NOC $10.00 ACH Deletions/Reversals 16. Quarterly Check Clearing Service $00.00 $00.00 a) Software charge $30.00 $30.00 b) Quarterly CD-ROM Charge c) Other (list each specific charge) $15.00 $15.00 Additional CD-ROM 17. $00.05 3,500 $175.00 Partial Account Reconciliation $00.06 3,500 $210.00 Full Account Reconciliation 18. No Charge 3,500 $00.00 Positive Pay Processed $1.50 ***3 $4.50 Rejections (Positive Pay Exceptions) Page 8 of 21 TOTAL FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 19. $00.03 3,500 $105.00 Check Imaging $30.00 1 $30.00 Monthly/Quarterly Disk 20. * 2 Sites Automated Teller Machines Bank One respectfully declines to bid on this at this time. • * For initial order of two year supply, for each account, with location indicators. • **If Banc One Capital Markets utilized. ***Estimated volume reduced from 500 to 3 to more accurately reflect the exception percentage experienced by most Bank One's customers using Bank One's definition of an exception. (see enclosed Positive Pay exception definition) 21. List any other applicable Bank charges: Please refer to Exhibit I for otter available Treasury Management services; Safekeeping services in Exhibit L, and Paymentech charges in Exhibit N. I, JTE: Under a straight fee arrangement with the Bank, analysis charges would be debited to the control concentration account and an analysis fee statement will be mailed to the City each month. Under a compensating balance method, all accounts would be tied to a main account and collected balances would be maintained to offset service charges. Also note, that estimated volume above are projections based on current annual volumes. C. Automatic Payroll Deposit is a service the City offers its 1,260 employees. The Bank would be required to produce bi-weekly payroll transfers furnished by the City in ACH format for the transfer of funds directly to the employee bank, savings and loan, or credit union account. Please state the Bank's procedure for this service and list appropriate cut-off times that would apply. The City's net payroll is approximately $1,300,000 each pay period. State whether the Bank would offer any type of special checking, money market, or loan account for the City employees. The Direct Deposit service allows you to automatically disburse scheduled payments such as payroll, dividends or annuities. Both your corporation and the individual receiving the payment realize many benefits. Your employees or customer authorize you to automatically credit their bank account(s). You provide Bank One with the payroll or payment information, which includes the payment amount, the account number and routing transit number of each recipient's bank. This information is submitted by transmission. Bank One transmits the information to the ACH network. The ACH transmits the entries to your employees'/customers' financial institutions. On settlement day, each recipient's account is credited, and the total of these separate credits is debited from your funding/disbursement account at Bank One. Although Bank One will accept files up to 10:00 p.m. E.S.T., we strongly recommend you send the files as early as possible to allow for recovery in the event of processing problems. If the City employees utilize direct deposit, a free checking account will be offered to them. Page 9 of 21 L Does the Bank offer any type of sweep account where excess City funds could be invested at a higher rate overnight than in a Super Now account arrangement? Does the Bank have money market funds consisting of treasuries, agencies, prime commercial paper, prime domestic bankers acceptances and collateralized or insured certificates of deposit, that the City could utilize daily as an investment alternative? If so, please explain the fund's parameters and interest earnings history or attach a separate prospectus. Bank One offers two sweep account options: a Repurchase Agreement and a U.S. Treasury Money Market fund sweep. The funds' parameters, interest earnings history and a separate prospectus are all included in Exhibit J. E. Automated Teller Machines (ATM) The Bank will install and maintain ATM units at the following locations: • Denton Municipal Complex, 601 E. Hickory • Water Works Park, 2400 Long Road The City agrees to furnish a lighted, inside location and sufficient electrical power for each machine installation. Note: The City of Denton reserves the right to remove this section from consideration in the award process and to re -bid an award under a separate cover. Bank One respectfully declines to bid on this at this time. F. Lockbox The City desires lock -box services for the purpose of collecting and processing the City's utility and property tax revenues. The City separates utility bill collections and tax collections into (2) divisions because of their unique needs and record keeping constraints. Services and Fees: FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 1. Lock -box Services $00.23 25,000 payments $5,750.00 Utility Payment Processing (12 months of service) $00.25 100 payments $25.00 Utility Payment -Rejection (Flag accounts for Payment Rejection -"Cash only" customers) $00.23 1,500 payments $345.00 Avg Tax Payments Processing (Oct thru March Only) $00.03 1,500 payments $45.00 Avg. Electronic Image of Tax Payments (Oct thru Mar) -Checks Only Page 10 of 21 See note below 1,500 payments Avg Electronic Image of Tax Payments (Oct thru Mar) — Correspondence & Envelopes Image capture being provided only for checks and OCR documents. To capture and provide images of other materials (correspondence & envelopes) would require that the remittances be processed as wholesale lockbox items and a significantly higher cost. The City of Denton's choice was to forego imaging of other documentation and remain a retail lockbox. 2. List any other applicable Bank charges: $250.00 2 (Utilities & Tax) $500.00 $100.00 2 (Utilities&Tax) $200.00 $25.00 2 (Utilities & Tax) $50.00 $00.21 $25.00 1 (Tax) $25.00 $25.00 $00.03 $00.03 $10.00 $10.00 1 (Tax) $25.00 Lockbox monthly maintenance Transmission (per month/box) Courier Mail Preparation (per month/box: freight fee charged directly to City of Denton account with chosen courier) Multiples and Correspondence Image Capture Maintenance (per month) Image Transmission Maintenance (per month) OCR Doc Image Processing Image Transmission Record (per image) Walk -In Deposit (surcharge per remittance received via method other than First Class Mail) Cash Processing (surcharge per handling of cash remittances) Please refer to Exhibit I for other available Treasury Management services. NOTE: The following requirements must be met for full consideration. • The provider must obtain two (2) post office boxes: one for utility payments and one for tax payments at the City's expense. • The provider must be capable of processing approximately 25,000 pieces of mail per month, with a seasonal increase at tax time, up to 33,000 pieces. Processing includes: retrieving mail from post office, opening all correspondence, balancing contents, direct deposits to the City's bank account, transmitted updates/posting to the City of Denton customer accounts. Page 11 of 21 • The provider must notify the City of all miscellaneous correspondence received through lock -box (i.e, address changes, payment extension requests, etc). • The provider must submit daily and monthly reports, indicating the number of pieces received and the total revenue deposited for utilities and tax. • The provider must transmit data and images electronically, on a daily basis, by 1:00 p.m., in order to expedite cash flow and customer updates. • The provider must return the tax payment envelopes from January 31" through March 31" G. Credit Card Services - The City desires credit card services for the purpose of collecting credit card payments for 17 remote sites and 4 internet sites. The T7P Hypercom terminals are used in all seventeen remote sites. Skipjack operates as the internet gateway for the 4 internet sites. TOTAL FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 1. $0.00 2. 1.74% 3. $10.00 21 Merchant accts $0.00 Account Maintenance 3,895 units/per month $10,591.52 Total Volume or $608,7081per month 94 units/per month $940.00_ Total Chargebacks or $1,404/per month The following requirements must be met for full consideration. • AAVS and CVVI verification is required. • Payment processing not to exceed forty-eight hours. H. Payment for Services The City intends to pay for all account services provided by the Bank as set forth in Section V. B. The method expected to be used for the payment of these services is the direct payment method. The Bank should debit the appropriate account on a monthly basis. The City will require an account analysis each month which will clearly show volume counts, fees charged, and total price for servicing the account. The account analysis should also show average ledger balances, average uncollected funds, and average collected balances, interest rates and the amount of interest paid or credited to the account. These fees are not subject to change for the length of this account. Please submit a sample of the monthly account analysis statement that will be provided and paid monthly. Please submit a sample of the safekeeping account analysis. All safekeeping services for the City's investments are included in the account analysis. A sample statement is included in Exhibit D. I. Collected Funds Definition The City desires to receive same day credit for all funds deposited by 3:00 p.m. The funds should be investable for any investment transactions that can be executed. If not invested, the funds should earn interest at the rate Page 12 of 21 being paid for Super NOW accounts. Please attach availability schedule. Use a separate attachment if necessary. A Premium Availability Schedule is contained in Exhibit K. J. Super NOW Rates Please provide a detailed explanation of the Bank's policy and methodology used in the setting of rates paid on Super NOW accounts. Also, provide a schedule of all rates paid on Super NOW accounts since January 1, 2003. Specifically indicate if the rates are applied to ledger balances or collected balances. Indicate when the rates change and if they are based on a market rate such as T-Bill discount or yield rate. If the Bank proposes to pay the City a different rate on its Super NOW accounts, indicate that proposal. Bank One sets rates based upon individual markets. The High Balance Savings account pays interest on collected balances maintained, and is changed every Monday. A rate history is contained in Exhibit J. K. Other Services Please specify any other services available to the City of Denton which may be thought to be beneficial or that may apply to the City. State all related fees. VI. SAFEKEEPING/COLLATERAL REQUIREMENTS A. Securities Pledged As security for the deposits of the City of Denton, the Bank shall pledge to the City securities equal to the largest total ledger balances the City of Denton maintains in the Bank. Certificates of deposit and other evidences of deposit shall be collateralized at 102% of market with/by U.S. Treasury Bills, Notes, and Bonds or any other securities approved by the Director of Fiscal Operations with a remaining maturity of five years or less. The securities so pledged, the amounts thereof and the time for pledging same must satisfy the requirements of Texas Local Government Code Chapter 105, as amended. Additionally, U.S. Treasury securities shall be the primary securities accepted as collateral. B. Collateral Substitutions Any substitutions of the securities or reductions in the total amount pledged may be made only by and with proper written authorization approved by the City Manager, the Assistant City Manager of Fiscal and Municipal Services, Director of Fiscal Operations, or his designated representative. In the case of reduction, the Bank must provide in writing that collateral will be available when needed to meet normal City balance increases throughout the year. The City must approve all securities pledged. Any state or local government bonds pledged must have a rating of at least A or Al or better by Moody's Investor Services or Standard & Poors Corporation. C. Custodian of Collateral Securities pledged as collateral must be retained by a third party custodian, that is, a subscriber to the Fed Security Wire, and held in joint safekeeping for the Depository and the City. The custodian must be approved by the City and be: Page 13 of 21 a state or national bank domiciled in Texas, • a federal home loan bank, or • a Federal Reserve Bank or branch of a Federal Reserve Bank. Bank One's preferred safekeeper is the Federal Reserve Bank of Chicago. The City shall be provided the original safekeeping receipt on each pledged security which will be filed with the Director of Fiscal Operations of the City of Denton. Written release by the City is required for all releases or substitutions of pledged accounts. D. Reporting Requirements The Bank shall provide the City a report of securities pledged on a monthly basis or at any time requested by the City Manager, Assistant City Manager of Fiscal and Municipal Services, Director of Fiscal Operations, or a designated representative. This report should reflect the following information as of the end of each month and be delivered to the City by the 5a' of each month. Total pledged securities itemized by: • Name • Type/Description/Cusip Number • Par Value • Current Market Value • Maturity Date • Moody's or Standard & Poors Rating (both, if available) (Not Available) E. Eligible Securities The following investment securities are approved for collateral: 1. United States Treasury notes, bills or bonds or obligations fully and unconditionally guaranteed as to principal and interest by the full faith and credit of the United States; 2. Obligations of the Federal Home Loan Bank, Federal Home Loan Mortgage Corporation or Federal National Mortgage Association; and 3. FDIC coverage. The City will not allow Government National Mortgage Association securities or any other asset backed/pooled type securities as collateral. These items constitute the only acceptable means of collateralizing the City's deposits. The securities must be held in a safekeeping by a third party financial institution pursuant to a safekeeping agreement signed by the Depository Bank and the City. Repurchase agreements are not acceptable as collateral to the City of Denton. F. Safekeeping Requirements Page 14 of 21 The securities pledged shall be held in safekeeping by a separate and different Bank other than the depository Bank. The original copy of all safekeeping receipts shall be filed with the Director of Fiscal Operations of the City of Denton. The City will reimburse the depository Bank for any safekeeping charges, if any. Specify the safekeeping charges that will apply: None The City, Depository Bank, and the Safekeeping Bank shall operate in accordance with a master safekeeping agreement signed by all three parties. The safekeeping agreement must clearly state that the Safekeeping Bank is instructed to release the collateral securities to the City if the City has determined that the Depository Bank has failed to pay on any accounts, or is in default of this agreement, or the City has determined that the City's funds are in jeopardy for whatever reason including involuntary closure or change of ownership, and if the instructions for release have been formally requested by the City Council by ordinance or resolution. A copy of the safekeeping agreement and the name of the safekeeping Bank to be used in the event you are awarded the Bank Depository Agreement must be submitted with the proposal. A Federal Reserve Bank agreement is contained in Exhibit L. Bank One utilizes the Federal Reserve Bank of Chicago. G. Maximum Amount Offered Please state the maximum amount, if any, of pledged securities which the Bank is willing or able to commit for collateralized Super NOW accounts throughout the contract period above the $1,000,000 minimum requirement. $_Unlimited_ F City to Handle Investments The City of Denton will be responsible for handling the investment bidding process. The Depository Bank, along with any eligible financial institution shall be included in the bidding process as deemed appropriate and in accordance with the City's investment policies. I. SafekeepinWWire Services The Depository may act as transfer agent for some or all security transactions undertaken by the City. All transfers made shall be executed delivery versus payment, (i.e. payment shall not be made until the security is received). The Depository must have the capability of executing on behalf of the City: physical; DTC; and Federal book entry security purchases and sales through the Federal Reserve Bank or a New York correspondent bank. The City requires that security purchase and sale instructions be transmitted to the Depository on-line. The City also requires the ability to review the status of security transactions on-line. Controls for securities clearance will be established by mutual agreement. Please enclose a proposed security clearance/custody agreement with your RFP. Safekeeping confirmation of all City security transactions will be issued and mailed to the City within two business days of settlement. Written communication of all security call and put option notices will also be mailed to the City as soon as the Depository receives the notice. A monthly report listing all City securities held in safekeeping will be mailed to the City within seven working days of the end of each month. J Interest Rates Paid — Certificates of Deposit Page 15 of 21 The City may choose to invest in the certificates of deposit in the depository Bank or any other eligible financial .nstitution. The depository Bank agrees to accept time deposits from the City for investment purposes in the form of certificates of deposits in varying amounts and maturities at rates determined by the depository's competitive bid as submitted in accordance with periodic competitive bid solicitations conducted by the City. K. Interest Rate Calculations Interest on all certificates of deposit shall be computed on an actual day basis (365), and the interest will be paid to the City on the maturity date. Interest calculations will include the first day in the investment period but will not include the day of maturity. Payment will be made by crediting the Bank account. VII. OVERDRAFTS A. Definition The City does not intend to have a net overdraft position throughout the course of the contract. An overdraft is defined as a negative demand balance in the City accounts collectively, not by individual account. Bank One assesses overdrafts by account, not collectively. B. Terms Should an overdraft occur in the aggregate, the following stipulation shall apply: 1. The maximum number of days the overdraft will be allowed is 2. The maximum amount of the net overdraft to be allowed will be $ unlimited 3. The interest rate charged for overdrafts will be ** per annum computed on the actual day basis. **Bank One's prime rate VIII. INFORMATION SERVICES A. Account Reconciliation The City will process its own reconciliation for its accounts but requires data as follows: Monthly statements on all accounts showing overall activity shall be mailed within five (5) working days after the close of the calendar month. Statements shall include deposits made on the last day of the period. The accompanying checks shall be arranged in ascending numerical order for the General Fund Account which will include operating checks and payroll checks. All other account statements should include debit/credit advices which the City will be responsible for placing in numerical order. The City requires a report reflecting all items paid in serial number sequence, which is balanced to the Bank statement (partial account reconciliation). (Please provide a sample monthly statement with your RFP). 2. The Depository shall also provide the City with a magnetic computer file of the transactions for each account. The file is to be transmitted by modem, tape/disk, or e-mail. Requirements for the file will be provided at a Page 16 of 21 later date. A computer printout of all activities should accompany the magnetic tape. Each debit or credit item, other than checks, deposits, or wire transfers, shall be supported by a written explanation identifying such item. B. Check Safekeeping Service All paid checks shall be returned to the City monthly along with the monthly statement. In addition to the return of the checks, all checks shall be captured monthly on a compact disk (2 copies) and sent to the City. This process should allow the City to search for cleared checks and print the image of a cleared check. The checks returned in the monthly statement do not require sorting, as long as the compact disk images are available. Please include any software cost associated with this service in the fee schedule section. The City may require a demonstration by the Depository of this service. IX. OTHER STIPULATIONS A. Regulation Notices The Bank will* notify the City in writing within ten (10) days of any changes in Federal or State regulations or laws that would thereafter affect the depository agreement. The Bank shall also notify the City of any new services that become available to the City throughout the contract period. *Insert, "attempt to" B. Wire Transfers The City shall submit all outgoing wire transfers to the Depository according to its published cutoff times established for current customers. The Depository shall maintain wire transfer facilities to the Federal Reserve Bank for investment purchases or sales and other transactions with financial institutions. Written confirmation of such transactions will be provided to the City and a duplicate copy of the debit or credit shall be furnished to the City within twenty-four (24) hours. Notification to the City of incoming wire transfers or problems with outgoing wire transfers shall be made within one (1) hour of the transaction. The City requires that all outgoing wire transfers be released within one hour. In addition, all wire transfers (both incoming and outgoing) must be properly noted on the bank statement. (i.e., Wire Transfer- State Comptroller). The Director of Fiscal Operations or the Treasury & Tax Manager will authorize all wire transfers on behalf of the City. In the event of computer problems or other unexpected difficulties, the Depository shall use whatever means necessary to ensure that the City's outgoing wire transfers are completed on the date specified through City initiated instructions. C. Debit and Credit Adjustments The City requires that a copy of all debit and credit adjustments be mailed to the Controller with supporting documentation, as the entries are made throughout each month. The City's monthly statement should also include a copy of all debit and credit adjustments. Adjustments should include descriptions, dates, and amounts in order Page 17 of 21 for the City to properly adjust its books. The City shall not be responsible for the cost of credit and debit adjustments necessitated by Bank. D. Account Balances The Bank shall have a means of contacting the City prior to 9:00 a.m. each business day to give the ending ledger balances for all accounts from the previous working day. E. Bank Statements Bank statements or statement activity shall be rendered by the fifth working day after the close of the calendar month. The statement must include deposits made on the last day of the month. The accompanying checks must be arranged in numerical order. In addition, the City requires that all transactions (customer deposits, credit card deposits, charge backs) must be noted with a location name or unique identifiable number on the bank statements. F. Rijzht to Audit Records The Banks' records relating to the City of Denton accounts shall be open to review by either City staff members or City -appointed independent auditors during normal business hours. r Financial Reports The Bank will submit a copy of the last audited annual financial statements and the subsequent quarterly supplements along with an annual year end uniform Bank Performance Report. H. Investment Extension Period The Bank agrees to honor and continue any investments made during the term of the depository contract that will mature after the expiration date of the depository agreement at the same rate established before the expiration of the contract. The investment extension period will not exceed ninety (90) days. I. Bank Failure Should the Bank fail, close, or be forced into reorganization during the term of this contract, City reserves the right to cancel the contract and re -bid for City's depository services. J. Research Requests The City requests that all research requests be turned around within three (3) business days of the request. K. Returned Items All checks deposited by the City that do not clear the first time, should be submitted a second time before returning them to the City. Returned checks that do not clear on the second attempt shall be returned to the City Page 18 of 21 within two (2) business days. The City shall receive same day telephone notification of all return items in excess of $5,000. L. Transition Schedule Please provide a schedule documenting the transition of transferring the City's banking services from the current Depository to your institution. X. PROPOSAL INSTRUCTIONS A. Date, Time, Location Sealed proposals in triplicate clearly marked "Proposal for Bank Depository Agreement" should be delivered to the Purchasing Division located at the City's Service Center, no later than 2:00 p.m., December 9, 2003 to the attention of: Tom Shaw Purchasing Agent 901-B Texas St. Denton, Texas 76209 NO PROPOSAL WILL BE RECEIVED AFTER 2:00 P.M. A. Response to the Bid The proposing Bank should use this Bid form to submit rates and to answer questions wherever possible. However, any point that the Bank cannot agree with should be clearly noted with attachments which explain this disagreement. Please reference the section and paragraph in these cases. Also, please clearly restate the question when supplying answers on any supplemental pages. B. Additional Information The City reserves the right to request additional information or to meet with representatives from proposing organizations to discuss points in the proposal before and after submission, any and all which may be used in forming a recommendation. C. Right to Reject Bids The City reserves the right to reject any and all proposals. Page 19 of 21 XI. OTHER MISCELLANEOUS A. Periodic Review The City of Denton shall require a review meeting at least once every six months to evaluate the working relationship between the City and the depository Bank. The objective will be to address any problems and to seek a responsible solution. More frequent meetings may be called if necessary. B. City Council Action The final appointment of a depository Bank will be made by City Council of the City of Denton. C. Bid Advertisement This Bid will be duly advertised and is being offered for consideration to all financial institutions inside the corporate limits of the City of Denton, as permitted by state laws. D. Designation of Individuals Upon being awarded the contract, the depository Bank shall designate, in writing, an individual to be the official contact person for all correspondence. The City of Denton shall do the same. The Depository Bank shall be responsible for training and communicating the terms of this contract to Bank employees. XII. SUBMISSION CHECK A. "Bid" with fill -in -the -blank format. (Section One) B. Sample bank statement (must show city requirements IX B & E). (Exhibit D) C. Availability of funds schedule. (Exhibit E) D. Money Market Fund prospectus if applicable. (Exhibit J) E. Sample monthly collateral report. (Exhibit D) F. Sample safekeeping agreement with the Federal Reserve Bank for collateral. (Exhibit C) G. Sample safekeeping agreement with Depository Bank for the City's investment securities. (Exhibit C) H. Sample controlled disbursement agreement. (Exhibit C) J. Sample wire agreement. (Exhibit C) Page 20 of 21 J Sample stop payment agreement. (Exhibit C) K. Sample account analysis statement. (Exhibit D) L. Annual financial statement of the Bank along with the last two quarterly FDIC call reports (Exhibit A) M. Reference list of agencies currently using your institutions lock -box services. (Exhibit G) N. Sample daily lock -box transmission reports. (Exhibit H) O. Sample monthly lock -box activity reports. (Exhibit H) P. Transition schedule. (Exhibit M) Note: All proposals must be submitted in triplicate with one set marked `original' with original signatures from individual(s) authorized to commit the financial institution to the terms and conditions of this request for proposal document. Page 21 of 21 A BOYS of Oprwnwe d e. F*dM1 Rio SyW OMB NMnbw: 71000M Federal O"k Ineunnm Corpwedm OMa Nunbw.. 3064 O= One d the CampbWr Y e» Cwrwcy OMB NMnbw.. 1557-0081 Federal Financial Institutions Examination Council Expboo AW 30, 2006 Pew rber 10 paps 1. Tebe or Caorenet far tie resedred dhdnue of atinwed W14M. Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices—FFIEC 031 Report at the close of business June 30, 2003 This report is required by law: 12 U.S.C. §324 (State member banks); 12 U.S.C. §1617 (State nonmember banks); and 12 U.S.C. 1101 (National banks). NOTE: The Repots of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two directors (trustees) for State nonmember banks and three directors for State member and National banks. 1, Wllllam L Tabaka, Senior vice President Name and Title 0106MAualorteed to Sign Report of the named bank do hereby declare that the Reports of Condition and Income (Including the supporting schedules) for this report date have been prepared In conformance with the Instructions Issued by the appropriate Federal regulatory authority and are true to theug best of my knowledge and belief. 1. lYrri� J� a] t_ . Slgnsturs of OmwrAuthortM to atilp Report 8/9)2003 Data Slensture Submission of Reports Each bank must prepare Its Reports of Condition and Income either: (a) In electronic form and then file the computer data file directly with the banking agencles' collection agent, Electronic Data Systems Corporation (EDS), by modem or on computer diskette; or (b) In hard -copy (paper) form and arrange for another parry to convert the paper report to electronic form. That party FDIC Certificate Number. 03818 (RCRI a050) (200305W) (RCRI 9909) This report form Is to be Bled by banks with branches and cot solklated subsidiaries in U.S. tsniroriss and possessions, Ed Agreement subsidiaries, foreign branches, consolidated foreM, subsidiaries, or International Banking Facilities. The Reports of Condition and Income are to be prepared In accordance with Federal regulatory authority instructions. We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (Including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared In conformance with the instructions Issued by the appropriate Federal regulatory authority and Is true and correct. W (B other than EDS) must transmit the Fettles computer data file to EDS. For electronic filing assistance, contact EDS Call Report Services, 13890 Bishops Drive, Suite 110, Brookfield, WI 53005, telephone (500) 255.1571. To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach this signature page (or a photocopy or a computer -generated version of this page) to the hard -copy record of the complehx report that the bank pleas In Its tiles. Bank One NA lapel sot nit a010 Chlu o ley 9130) I 80970 SINS Abbnw. MXT 9200) Zip Coos (T 9220) loard of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Curren Consolidated Reports of Condition and Income for A Bank With Domestic and Foreiqn Offices Table of Contents Signature Page Cover Contact Information Report of Income Schedule RI - Income Statement RI-1, 2, 3 Schedule RI -A- Changes in Equity Capital Rid Schedule RI-B - Charge -offs and Recoveries on Loans and Leases and Changes in Allowance . for Loan and Lease Losses RI-4, 5, 6 Schedule RI-D - Income from International Operations RW Schedule RI-E - Explanations RI-7, 8 Disclosure of Estimated Burden T a essinsead avenge bnn1M assoda tl Kull d119111rQn000n mlled;on is 37.0 Mies Iarrespondea anal b assessed 0 �faro 15 b 550 boas per nsporaa, daper.". trldruidual dtamsVarms. BMIan estirrelas iMide the Nine for rem ng hdnxfi , gadenM and maintaining dale in the required faro andm.Oeleg ft Wanness, mllerZm, but exclude Has Me fa compiling and maintaining business records in One nonral causes da resporltlam's actiNties. A Federal agenW may sal w d or sponw.. aM an olganstation(a a person) is rat required b respaal b a cdlecticn aftrdamatlm, unless It displays a aanntiy valid OMB contra nutrta. Cmvnenb mnrer"gin amrncy of this hoiden estimate and suggestions for retlMdg this hoiden stxuid M dinded btheO as of lnfonrasion and! RegWamry Main, M. of Manegarent and Budget Washington. D.C. 20503, and b one of the fd g: 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 Report of Condition FFIEt 031 Pace Schedule RC - Balance Sheet RC-1, 2 Schedule RC -A - Cash and Balances Due From Depository Institutions RC-3 Schedule RC-B - Securities RC-3, 4, 5 Schedule RC-C - Loans and Lease Financing Receivables: Part I. Loans and Leases RC-6, 7 Part It. Loans to Small Businesses and Small Farms (to be completed for the June report only; not included in the forms for the September and December reports) _ RC-7a, 7b 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-H - Selected Balance Sheet Items for Domestic Offices RC-12 Schedule RC -I -Assets and Liabilities of IBFs _ RC-12 Schedule RC-K- Quarterly Averages RC-13 Schedule RC-L - Derivatives and Off -Balance Sheet Items RC-14, 15 Schedule RC-M-Memoranda RG16 Schedule RC-N - Past Due and Nonaccrual Loans, Leases, and Other Assets RC-17, 18 Schedule RC-O - Other Data for Deposit Insurance and FICO Assessments RC-19, 20 Schedule RC-R - Regulatory Capital RC-21,22, 23,24 Schedule RC-S - Servicing, Securitizaton, and Asset Sales Activities RC-25,26,27 Schedule RC-T - Fiduciary and Related Services Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income Special Report (to be Completed by all banks) For information or assistance, National and State nonmember banks should contact the FDIC's Reports Analysis and Quality Control Section, 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. RC-28, 29. 30 RC-31 FFIEC 031 Page ii 0 Emergency Contact Information This information is being requested so the Agencies can distribute critical, time sensitive information to emergency contacts at banks. Please provide primary contact information for a senior official of the bank who has decision -making authority. Also provide information for a secondary contact if available. Enter "none" for the contact's e-mail address or fax number if not available. Emergency contact information is for the confidential use of the Agencies and will not be released to the public. Primary Contact Matthew A. Reece Name (TEXT C366) Vice President Title (TEXT C367) Matthew A Reece@bankone.com E-Mail Address (TEXT C368) Telephone: Area code/phone number/extension (TEXT C369) 312-407-5698 Fax: Area code/phone number (TEXT C370) Secondary Contact David Trzesniewski Name (TEXT C371) First Vice President Tile (TEXT C372) david-trzesniewski@bankone.com E-Mail Address (TEXT C373) 312-407-1669 Telephone: Area code/phone number/extension (TEXT C374) 312-407-5698 Area code/phone number (TEXT C375) USA PATRIOT Act Section 314(a) Anti -Money Laundering Contact Information This information is being requested to identify points -of -contact who are in charge of your depository insfitution's Section 314(a) searches and who could be contacted by federal law enforcement officers for additional information related to anti-terrorist financing and anti -money laundering. Please provide information for a secondary contact if available. Enter "none" for the contacts's e-mail address or fax number if not available. USA PATRIOT Act contact information is for the confidential use of the Agencies and will not be released to the public. Primary Contact Phil A Deluca Name (TEXT C437) First Vice President Title (TEXT C438) phillip-a-deluca@bankone.com E-Mail Address (TEXT C439) 614-213.3196 Telephone: Area code/phons number/extension (TEXT C440) 614-213-45U Fax: Area code/phone number (TEXT C441) Secondary Contact John W Dyer Name (TEXT C442) Senior Investigator Ti8e (TEXT C443) john_w_dyer@bankone.com E-Mail Address (TEXT C444) 614-248-3722 Telephone: Area code/phons number/extension (TEXT C445) 614-248.8978 Fax: Area code/phone number (TEXT C446) Bank One, NA Legal Title of Bank Chicago City IL 60670 State Zip Code Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Consolidated Report of Income for the period January 1, 2003—June 30, 2003 All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars. Schedule R"ncome Statement Dollar Amounts in Thousands 1. Interest Income: a. Interest and fee income on loans: (1) In domestic offices: (a) Loans secured by real estate (b) Loans to finance agricultural pmduction and other loans to farmers (c) Commercial and industrial loans (d) Loans to individuals for household, family, and other personal expenditures: (1) Credit cards (2) Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards) (a) Loans to foreign governments and official institutions (f) All other loans in domestic offices (2) In foreign offices, Edge and Agreement subsidiaries, and IBFs (3) Total interest and fee income on loans (sum of items 1.a.(1)(a) through 1.a.(2)) b. Income from lease financing receivables c. Interest income on balances due from depository institutions: (1) d. Interest and dividend income on securities: (1) U.S. Treasury securities and U.S. Government agency obligations (excluding mortgage -backed securities) (2)Mortgage-backed securities (3) All other securities (includes securities issued by states and political subdivisions in the U.S.) e. Interest income from trading assets f. Interest income on federal funds sold and securities purchased under agreements to resell g. Other interest income h. Total interest income (sum of items 1.a.(3) through 1.g) 2. Interest expense: a. Interest on deposits: (1) Interest on deposits in domestic offices: (a) Transaction accounts (NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) (b) Nontransaction accounts: (1) Savings deposits (includes MMDAs) (2) Time deposits of $100,000 or more (3) Time deposits of less than $100,000 (2) Interest on deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs b. Expense of federal funds purchased and securities sold under agreements to repurchase c. Interest on trading liabilities and other borrowed money (1) Includes interest income on time certificates of deposits not held for trading. RIAD Bit Mil I Thou 4011 832,000 4024 13,000 4012 715,000 B485 448.000 B486 179,000 4056 0 B487 219,000 4059 135,000 4010 2,541,000 4065 203,000 4115 38,000 B488 62,000 0489 521,000 y ._ 4060 563,000 4069 15,000 4020 95,000 4518 16,000 4107 4,054,000 g 41 U 4508 10,000 0093 308,000 A517 161,000 A518 235.000 4172 164.000 4180 72,000 4185 398,000 FFIEC 031 RI-1 1.a.1.d.2 1.a.1.e 1.a.1.f 1.a.2 1.a.3 1.b 1.c 1.d.1 1.d.2 2.a.1.a 2.a.1.b.1 2.a.1.b.2 2.a.t.b.3 2.a.2 2.b 2.c Bank One, NA FFIEC 031 Legal Tide of Bank RI-2 Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number- 03618 0 Schedule RI -Continued 2. Interest expense (continued): d. Interest on subordinated notes and debentures e. Total interest expense (sum of items 2.a through 2.d) 3. Net interest income (item 1.h minus 2.e) 4. Provision for loan and lease losses: 5. Noninlerest income: a. Income from fiduciary activities (1) b. Service charges on deposit accounts in domestic offices c. Trading revenue (2) d. Investment banking, advisory, brokerage, and underwriting fees and commissions e. Venture capital revenue I. Net servicing fees g. Net secuddization income h. (1) Insurance and reinsurance underwriting income (2) Income from other Insurance activities I. Net gains (losses) on sales of loans and leases j. Net gains (losses) on sales of other real estate owned k. Net gains (losses) on sales of other assets (excluding securities) I. Other noninterest income' m. Total noninterest income (sum of items 5.a through 5.1) 6. a. Realized gains (losses) on held -to -maturity securities b. Realized gains (losses) on available -for -sale securities 7. Noninlerest expense: a. Salaries and employee benefits b. Expenses of premises and fixed assets (net of rental income) (excluding salaries and employee benefits and mortgage interest) c. (1) Goodwill Impairment losses (2) Amortization expense and impairment losses for other intangible assets d. Other noninterest expense' e. Total noninterest expense (sum of items 7.a through 7.d) 8. Income (loss) before income taxes and extraordinary items, and other adjustments (item 3 plus or minus items 4, 5.m, 6.a, 6.b, and 7.e) 9. Applicable income taxes (on item 8) 10. Income (loss) before extraordinary items and other adjusments".rt (item 8 minus item 9) 11. Extraordinary items and other adjustments, net of income taxes' 12. Net income (loss) (sum of items 10 and 11) ' Describe on Schedule RI-E - Explanations. (1) For banks required to complete Schedule RC-T. items 12 through 19, income from fiduciary item 5.a, must equal the amount reported in Schedule RC-T, item 19. (2) For banks required to complete Schedule RI, Memorandum item 8, trading revenue reported must equal the sum of Memorandum items 8.a through 8.d. 2.d 2.e 4200 103.000 4073 1,451,000 - -:. a, 4074 L 2.603,000 3 4zao 575,000 4 5.a 5.b 5.c 5.d 5.e 5.f 5.g 5.h.1 5.h.2 5.i 5.j 5.k 5.1 4070 49,000 4080 695,000 A220 137,000 B490 25,000 B491 0 B492 0 B493 696,000. C3e5 0 C387 0 5416 48,000 5415 0 B496 4,000 B497 549,000 r y.�; ,:. �3 ' '; 4079 2,203,000 5.m 35210 6.a 319fi 128,000 6.b 7.a 7.b 7.c.1 7.c.2 7.d 4093 2,846,000 7.e 1,513,000 8 gas2 480,000 19 gao0 1,033,000 10 4320 0 Ill 43401 1,033,000 112 in Schedule RI, item 5.c 41351 882,000 2 _ 4217 303,002 C216 0 - c232 4,000 4092 1,657,000 __ , -,rs ;,. ki"".. ,v'+i -^a :' '4 activities reported in Schedule RI, Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RI —Continued Memoranda Dollar Amounts in Thousands 1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after August 7, 1986, that is not deductible for federal income tax purposes 2. Income from the sale and servicing of mutual funds and annuities in domestic offices (included in Schedule RI, Rem 8) 3. Income on tax-exempt loans and leases to states and political subdivisions in the U.S. (included in Schedule RI, items t.a and 1.b) 4. Income on tax-exempt securities issued by states and political subdivisions in the U.S. (included in Schedule RI, item 1.d.(3)) 5. Number of full-time equivalent employees at end of current period (round to nearest whole number) 6. Not applicable 7. If the reporting bank has restated its balance sheet as a result of applying push dowr accounting this calendar year, report the date of the bank's acquisition (1) 8. Trading revenue (from cash instruments and derivative instruments) (sum of Memorandum items 8.a through 8.d must equal Schedule RI, item 5.c) (To be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding calendar year.): a. Interest rate exposures b. Foreign exchange exposures c. Equity security and index exposures d. Commodity and other exposures 9. Impact on income of derivatives held for purposes other than trading: a. Net increase (decrease) to interest income b. Net (increase) decrease to interest expense c. Other (noninterest) allocations 10. Credit losses on derivatives (see instructions) Year -to -Date RIAD BII Mil I Thal 4513 1,000 8431 25,000 43131 14,000 4507 22,000 Number 41601 29,424 CCYY/MM/DD 9io6T NIA RIAD BII I Mil I Thou 8757 66,000 8758 51,000 8759 4,000 8760 16,000 FFIEC 031 RI-3 M.1 M.2 M.3 MA M.5 M.7 M.B.a M.8.b M.8.c M.8.d M.9.a M.9.b M.9.c M.10 11. Does the reporting bank have a Subchapter S election in effect for YES I NO federal income tax purposes for the current tax year? A53TNO I M.11 (1) For example, a bank acquired on June 1, 2001, would report 20010601 RIAD Bil I Mil I Thou 8761 (2,000) a762 146,000 8763 194,000) A251 2,000 Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RI -A —Changes in Equity Capital Indicate decreases and losses in parentheses. Dollar Amounts in Thousands 1. Total equity capital most recently reported for the December 31, 2002, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income) 2. Restatements due to corrections of material accounting errors and changes in accounting principles' 3. Balance end of previous calendar year as restated (sum of items 1 and 2) 4. Net income (loss) (must equal Schedule RI, item 12) 5. Sale, conversion, acquisition, or retirement of capital stock, net (excluding treasury stock transactions) 6. Treasury stock transactions, net 7. Changes incident to business combinations, net 8. LESS: Cash dividends declared on preferred stock 9. LESS: Cash dividends declared on common stock 10. Other comprehensive income (1) 11. Other transactions with parent holding company ` (not included in items 5, 6, 8, or 9 above) 12. Total equity capital end of current period (sum of items 3 through 11) (must equal Schedule RC, item 28) RIAD Bit I Mil I Thou 3217 17,541,000 8507 0 Bsoe 17,541,0005 4340 1,033,000 B509 0 B510 0 4356 782,000 4470 0 4460 1,110,000 B511 90.000 4415 (696,000) 321n 17,460,000 Describe on Schedule RI-E - Explanations. (1) Includes changes in net unrealized holding gains (losses) on available -for -sale securities, changes in accumulated net gains (losses) on cash flow hedges, foreign currency translation adjustments, and changes in minimum pension liability adjustments. Schedule RI-B—Charge-offs and Recoveries on Loans and Leases and Changes in Allowance for Loan and Lease Losses Part I. Charge -offs and Recoveries on Loans and Leases Part I includes charge -offs and recoveries through the allocated transfer risk reserve. Dollar Amounts in Thousands 1. Loans secured by real estate: a. Construction, land development, and other land loans in domestic offices b. Secured by farmland in domestic offices c. Secured by 1-4 family residential properties in domestic offices: (1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit (2) Closed -end loans secured by 1-4 family residential properties: (a) Secured by first liens (b) Secured by junior liens d. Secured by multifamily (5 or more) residential properties in domestic e. Secured by nonfarm nonresidential properties in domestic offices f. In foreign offices 2. Loans to depository institutions and acceptances of other banks: a. To U.S. banks and other U.S. depository institutions It. To foreign banks 3. Loans to finance agricultural production and other loans to farmers _ 4. Commercial and industrial loans: a. To U.S. addressees (domicile) b. To non-U.S. addressees (domicile) (1) Include write -downs arising from transfers of loans to a held -for -sale account. ( Column A) I ( Column B ) Charge -offs (1) Recoveries Calendar ear -to -date RIAD Bit Mil Thou RIAD BII I Mil I Thou ,4 - 3582 18,000 3583 2,000 3584 0 3585 1 0 54111 42,000 54121 4.000 cz3a sl,000 c2n a,000 C2351 17,000 1 C2181 2,000 35881 0 13589 2,000 35901 15,000 13591 5,000 B5121 0 18513 0 4653 0 1 4663 F 0 4654116,000 146641 1,000 46561 0 146651 0 46451 255,000 14617 85,000 4646 1 3.000 146181 6,000 FREC 031 RI-4 0 5 6 7 8 9 10 11 12 1.e t.b t.c.1 1.c.2.a 1.c.2.b t.d 1.e 1.f 2.a 2.b 3 4.a 4.b Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RI-B—Continued Part I. Continued Dollar Amounts in Thousands S. Loans to individuals for household, family, and other personal expenditures: a. Credit cards b. Other (includes single payment, installment, all student loans and revolving credit plans other than credit cards) 6. Loans to foreign governments and official institutions 7. All other loans B. Lease financing receivables: a. To U.S. addressees (domicile) b. To non-U.S. addressees (domicile) 9. Total (sum of items 1 through 8) Memoranda Dollar Amounts in Thousands 1. 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 2. Loans secured by real estate to non-U.S. addresses (domicile) (included in Schedule RI-B, part I, item 1, above): 3. Not applicable. ( Column A) Charge -offs (1) I ( Column B ) Recoveries Calendar yea' -to -date RUD BII Mil Thou RIAD Bit Mil Thou :.... , B5141 218,000 18515 24,000 e516 62,000 Bm7 30,000 4643 0 4627 0 46" 13,000 14628 7,000 4658 57,000 4668 8,000 46591 0 14669 0 46351 767,000 14605 Ian non ( Column A) I ( Column B ) Charge -offs (1) Recoveries Calendar year-to-date RIAD I Bit I Mil I Thou I RIAD BII MII ThOU 540910,000 154101 5,000 , A 46521 0 14662 0 FFIEC 031 RI-5 5.a 5.b 6 7 8.a 8.b 9 MA M.2 4) Memorandum item 4 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks Calendar as defined for Uniform Bank Performance Report purposes. ear -to -date Uncollectible retail credit card fees and finance charges reversed against income (i.e., RiAO sn MII 7nou not Included in charge -offs against the allowance for loan and lease losses) __ C388 43,000 MA (1) Include write -downs arising from transfers of loans to a held -for -sale account. Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Part II. Changes in Allowance for Loan and Lease Losses Dollar Amounts in Thousands 1. Balance most recently reported for the December 31, 2002, Reports of Condition and Income (i.e.. after adjustments from amended Reports of Income) 2. Recoveries (must equal part I, item 9, column B above) 3. LESS: Charge -offs (must equal part I, item 9, column A above less Schedule RI-B, part ll, item 4) 4. LESS: Write -downs arising from transfers of loans to a held -for -sale account 5. Provision for loan and lease losses (must equal Schedule RI, item 4) 6. Adjustments' (see instructions for this schedule) 7. Balance end of current period (sum of items 1, 2, 5, and 6, less items 3 and 4) (must equal Schedule RC, item 4.c) Dollar Amounts in Thousands 1. Anocatea transter rlsK reserve Included In schedule RI.B, part II, Item 7, above Memorandum Items 2 and 3 are to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. 2. Separate valuation allowance for uncollectible retail credit card fees and finance charges. 3. Amount of allowance for loan and leases losses attributable to retail credit card fees and finance charges Describe on Schedule RI-E-Explanations. Schedule RI-D-Income from International Operations FFIEC 031 RI-6 0 RIADI Bit I Mil I Thou es22 3,525,000 4605 160,000 C079 726,000 5523 41,000 4230 575,000 C233 (35,000) 3123 3,476,000 For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs where international operations account for more than 10 percent of total revenues, total assets, or net income. Year -to -Date Dollar Amounts in Thousands 1. Interest income and expense attributable to international operations: a. Gross interest income b. Gross interest expense 2. Net interest income attributable to international operations (item 1.a minus 1.b) 3. Noninterest income and expense attributable to intemational operations: a. Noninterest income attributable to intemational operations b. Provision for loan and lease losses attributable to intemational operations c. Other noninterest expense attributable to intemational operations d. Net honinterest income (expense) attributable to intemational operations (item 3.a minus 3.10 and 3.c) 4. Estimated pretax income attributable to intemational operations before capital allocation adjustment (sum of items 2 and 3.d) 5. Adjustment to pretax income for internal allocations to intemational operations to reflect the effects of equity capital on overall bank funding costs 6. Estimated pretax income attributable to intemational operations after capital allocation adjustment (sum of items 4 and 5) 7. Income taxes attributable to income from intemational operations as estimated in item 6 8. Estimated net income attributable to intemational operations (item 6 minus 7) RIAD BII I Mil I Thou =1 iv B523 232,000 B5241 231.000 eszs 1,000 aos7- 104,000� 4235 18,000 4239 80.000 :..✓'6,000 4843.::. 48441 7,000 ' 4845 10,000 / 4846 (3,000 4797 3.000 4341 0 M.2 M.3 1.a 1.b 2. 3.a 3.b 3.c 3.d Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number- 03618 Schedule RI-E—Explanations Schedule RI-E is to be completed each quarter on a calendar year-to-date basis. Detail all adjustments in Schedules RI -A and RI-B, all extraordinary items and other adjustments in Schedule RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.) 1. Other noninterest income (from Schedule RI, Rem 5.1) Itemize and describe amounts that exceed 1 % of the sum of Schedule RI, items 1.1h and 5.m: TIER a. Income and fees from the printing and sale of checks - - .. cot3 0 b. Earnings on/increase in value of cash surrender value of life insurance C014 57.000 C. Income and fees from automated teller machines (ATMs) C016 0 d. Rent and other income from other real estate owned 4042 0 e. Safe deposit box rent Cols 0 I. aril Credit card interchange fees 4461 368,000 g. 446z Standby letters of credit fees 4462 58,000 h. 1 "631 4463 WA 2. Other noninterest expense (from Schedule RI, item 7.d): Itemize and describe amounts that exceed 1 % of the sum of of Schedule RI, items 1.1h and 5.m: TEXT tic j " '•° t a. Data processing expenses b. Advertising and marketing expenses C. Directors fees d. Printing stationery, and supplies e. Postage f. Legal fees and expenses g. FDIC deposit insurance assessments It.I. i. 44s4 Aifiliate related expense 4464 1,296,000 4487 4467 WA 4ase 4468 WA 3. Extraordinary items and other adjustments and applicable income tax effect (from Schedule RI, item 11) (itemize and describe all extraordinary items and other adjustments): TIXf a. (1 tax b. (1 FFIEC 031 RI-7 2.a 2.b 2.c 2.d 2.e 2.f 2.g 2.h 2.1 2.j 3.a.1 3.a.2 3.b.1 3.b.2 3.c.1 Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RI-E—Continued 4.R a. b. 6. A (fi a. b. 7. 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): RIAD X = NO COMMENT - Y = COMMENT Other explanations (please type or print clearly): TEXT ( 70 characters per line ) Dollar Amounts in Thousands RIAD Year -to -Date Bil Mil Thou estatements due to corrections of material accounting errors and ranges in accounting principles ram Schedule RI -A, item 2) (itemize and describe all restatements): TEXT B528 _. 8526 N/A 8527 8527 N/A ther transactions with parent holding company (from Schedule RI -A, item 11) emize and describe all such transactions): TEXT a Capital infusion from parent - 449e 4,000 . 4aas Reium of capital to parent 44ee 700,000) djustments to allowance for loan and lease losses om Schedule RI-B, part II, item 6) (itemize and describe all adjustments):` TEXT a521 Transfers to affiliates aszl 155,000) 45zz Transfers due to merged institutions gszz 120,000 FREC 031 RI-8 4,a 4.b 5.a 5.b B.a 5.b Bank One. NA Legal Title of Bank Chicago CRY IL 60670 State Zip Code Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Consolidated Report of Condition for Insured Commercial and State -Chartered Savings Banks for June 30, 2003 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC —Balance Sheet Dollar Amounts in Thousands FRUCT Bit I Mil I Thou ASSETS 1. Cash and balances due from depository institutions (from Schedule RC -A): a. Noninterest-bearing balances and currency and coin (1) b. Interest -bearing balances (2) 2. Securities: a. Held -to -maturity securities (from Schedule RC-B, column A) b. Available -for -sale securities (from Schedule RC-B, column D) 3. Federal funds sold and securities purchased under agreements to resell: a. Federal funds sold in domestic offices oo8i 1 17.114,000 oon 5,902,000 ` 17541 0 1773 59,166,000 RCONI ; B9871 9.055,000 b. Securities purchased under agreements to resell (3) 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale b. Loans and leases, net of unearned income a5ze 1 c. LESS: Allowance for loan and lease losses 31z3 d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) 5. Trading assets (from Schedule RC-D) 6. Premises and fixed assets (Including capitalized leases) 7. Other real estate owned (from Schedule RC-M) 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 9. Customers liability to this bank on acceptances outstanding 10. Intangible assets: a. Goodwill b. Other intangible assets (from Schedule RC-M) 11. Other assets (from Schedule RC-F) 12. Total assets (sum of items 1 through 11) (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. (3) Includes all securities resale agreements in domestic and foreign offices, regardless of maturity. FFIEC 031 RC-1 1.a 1.b Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC —Continued Dollar Amounts in Thousand: 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part 1) (1) Noninterest-bearing (1) 66311 41 277 000 (2)Interest-bearing _ 166361 90,828,000 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II) (1) Noninterest-bearing 6631 215,000 (2)Interest-bearing 66361 22,005,000 14. Federal funds purchased and securities sold under agreements to repurchase: a. Federal funds purchased in domestic offices (2) b. Securities sold under agreements to repurchase (3) 16. Trading liabilities (from Schedule RC-D) 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) 17. Not applicable 18. Bank's liability on acceptances executed and outstanding 19. Subordinated notes and debentures(4) 20. Other liabilities (from Schedule RC-G) 21. Total liabilities (sum of items 13 through 20) 22. Minority interest in consolidated subsidiaries EQUITY CAPITAL 23. Perpetual preferred stock and related surplus 24. Common stock 25. Surplus (exclude all surplus related to preferred stock) 26. a. Retained earnings b. Accumulated other comprehensive income (5) 27. Other equity capital components (6) 28. Total equity capital (sum of items 23 through 27) 29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) Bit I Mil I Thou RCON 22001 132,105,000 RCF 2200 722,220,000 CON 8993 6,197,000 RCF i - B995 4,112,000 3548 4,666,000 31901 29,130,000 2920 249,000 3200 5,029,000 2930 9,816,000 2948 213,524,000 3000 116,000 3838 0 3230 201,000 3839 9,164,000 3632 8,077,000 B530 18,000 At 30 0 3210 17,460,000 3300 231,100,000 FFIEC 031 RC-2 13 13.a 13.a.1 13.a.2 13.b 13.b.1 13.b.2 14.a 14.b 15 16 18 19 20 21 22 23 24 25 26.a 26.b 27 28 29 Memorandum To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external RCF Number auditors as of any date during 2002 6724N/A M. 1 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 firth which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank managements assertion on the effectiveness of the bank's internal control over financial reporting by a certified public accounting firm 4 = 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) 5 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 6 = Review of the bank's financial statements by external auditors 7 = Compilation of the bank's financial statements by external auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "other borrowed money." (3) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity. (4) Includes limited -life preferred stock and related surplus. (5) Includes net unrealized holding gains (losses) on available -for -sale securities, accumulated net gains (losses) on rash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. (6) Includes treasury stock and unearned Employee Stock Ownership Plan shares. Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC -A —Cash and Balances Due From Depository Institutions Exclude assets held for trading. in Thousands 1. Cash items in process of collection, unposted debits, and currency and coin a. Cash items in process of collection and unposted debits b. Currency and coin 2. Balance due from depository institutions in the U.S. a. U.S. branches and agencies of foreign banks (including their IBFs) _ b. Other commercial banks in the U.S. and other depository institutions in the U.S. (including their IBFs) 3. Balances due from banks in foreign countries and foreign central banks a. Foreign branches of other U.S. banks b. Other banks in foreign countries and foreign central banks 4. Balances due from Federal Reserve Banks 5. Total (sum of items 1 through 4) (total of column A must equal Schedule RC, sum of items Ilia and 1.1b) Schedule RC-B—Securities Exclude assets held for trading. Dollar Amounts in Thousands 1. U.S. Treasury securites 2. U.S. Government agency obligations (exclude mortgage -backed securities): a. Issued by U.S. Government agencies (1 b. Issued by U.S. Government -sponsored agencies (2) 3. Securities issued by states and political subdivisions in the U.S. (Column A) Consolidated Bank (Column B) Domestic Offices RCFO BI MII Tt1ou RCON BII I Mil I Thou � , 0022 10,780,000 ✓' 0020 9.441,000 0oao 1 1.336,000 5052 1,305,000 0083 10¢,000 T 0085 1,206,000 0073 2,000 0074 10,702,000 0090 221,090 0090 197,000 ooto 23,016,000 looiol 12,317,000 Held -to -maturity Available -for -sale (Column A) Amortized Cost (Column B) Fair Value (Column C) Amortized Cos (Column D) Fair Value RCF Bit Mil Thou RCF 91 Mil Thal RCF 8il Mil Thou RCF BII MII I Thou 0211 0 0213 0 12as 3,677,000 12871 3,673,000 t, 7289 0 12901 0 12911 19,000 12931 20,000 - . 1294 0 1295 O 1 12971 1,858,000 1298 1,862,000 a496 0 11 8497'1 0 1849sl 1,096,000 18499 1,15$,000 (1) Includes Small Business Administration'Guaranteed Loan Pool Certificates,' U.S. Maritime Administration obligations, and Export - Import Bank participation certificates. (2) Includes obligations (other than mortgage -hacked 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. FFIEC 031 RC-3 1 1.a 1.b 2 2.a 2.b 3 3.a 3.b 4 2.a 2.b NA Legal Title of Bank Transmitted to EDS as 0008815 on 0810812003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-B—Continued 4. Mortgal a. Pass- (1) Gi (2) 1w (3) Of b. Othe CM0 (1) IS! FHL (2) Cc guar (3) All 5. Asset -lb a. Credi b. Hom( c. Autor d. Other e. Corm f. Other 6. Other d a. Other b. Forei, 7. Investm other eq readily d 8. Total (sr Column (total of item 2.b Dollar Amounts in Thousands Held -to -maturity Available -for -sale (Column A) Amortized Coal (Column 8) Fair Value (Column q Amortized Cos (Column D) Fair Value RCFq Bit I Mill I Thou je-backed securities (MBS): through securities: 1 jaranteed by GNMA 16980 ;ued by FNMA and FHLMC 0 her pass -through securities 17091 0 ' mortgage -backed securities (include- s. REMICs and stripped MBS): ;ued or guaranteed by FNMA, NC, or GNMA- 17141 0 laterialized by MBS issued or ...... 3nteed by FNMA, FHLMC, or GNM t71e 0 other mortgage -backed securities It . as. acked securities (ABS): t mrd receivables B838 0 r equity lines - B842 0 iobile loans B846 0 consumer loans B850 0 nercial and industrial loans B854 0 B858 0 a securities: domestic debt securities 1737• 1 0 In debt securities 17421 0 ants in mutual funds and Aty securities with aten-ninable fair values (1) im of items 1 through 7) (total of A must equal Schedule RC item 2... miumn D must equal Schedule C -R-c-F Bi[Mil I Thou RCFDI Bit I Mil I Thou RCFBil I Mil I Thou 1699 0 1701 14.977,000 1702 15,315,000 1705 0 1706 16,624,000 1707 16,789.000 1710 0 1711 3,000 1713 4,000 1715F 0 1716 464,000 17171 468,000 1719-0 7737- o 1732 0 17341 0 1735 F 521,000 1736 521,000 B839 0 B840 16,503,000 B841 16,574,000 B843 0 B844 0 8845 0 B847 0 B848 332,000 B849 337,000- B851 0 B852 293,000 B853 293,000 B855 0 B856 137,000 B857 134,000 B859 0 B860 0 B861 0 17381 0 _1739 688,000 17411 683,000 1743 0 17441 431,000 1746T 43-1,000 Z.- A5i0 903.000 A5111 907,000 1772T 58,526,000 17731 59,166,000 1 (1) Report Federal Reserve stock, Federal Home Loan Bank stock, and banker's bank stock in Schedule RC-F, item 4. FFIEC 031 RC-4 4.a.1 4.a.2 4.a.3 4.b.1 4.b.2 4.b.3 5.a 5.b 5.c 5.d 5.e 5.f 5.a 3.b Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08108/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-B—Continued Memoranda Dollar Amounts in Thousands 1. Pledged securities (1) 2. Maturity and repricing data for debt securities (1, 2) (excluding those in nonaccrual status): a. Securities issued by the U.S. Treasury, U.S. Government agencies, and states and political subdivisions in the U.S.; other non -mortgage debt securities; and mortgage pass -through securities other than those backed by closed -end first lien 14 family residential mortgages with a remaining maturity or next repricing date of: (3,4) (1) Three months or less _ (2) Over three months through 12 months (3) Over one year through three years (4) Over three years through five years (5) Over five years through 15 years (6) Over 15 years b. Mortgage pass -through securities backed by closed -end first lien 1-4 family residential mortgages with a remaining maturity or next repricing date of: (3,5) (1) Three months or less (2) Over three months through 12 months (3) Over one year through three years (4) Over three years through five years (5) Over five years through 15 years (6) Over 15 years c. Other mortgage -backed securities (include CMOs, REMICs, and stripped MBS; exclude mortgage pass -through securities) with an expected average life of: (6) (1) Three years or less (2) Over three years d. Debt securities with a REMAINING MATURITY of one year or less (included in Memorandum items 2.a through 2.c above) 3. Amortized cost of held -to -maturity securities sold or transferred to available -for -sale or trading securities during the calendar year-to-date (report the amortized cost at date of sale or transfer) 4. Structured notes (included in the held -to -maturity, and available -for -sale accounts in Schedule RC-B, items 2, 3, 5, and 6): a. Amortized cost b. Fair value RCFcr Bit I Mil Thou 04161 21.624,000 A549 6,242,000 A550 7, 149,000 A551 10.151,000 A552 1,621,000 A553 4,795,000 A554 1,204,000 A555 0 A556 0 A557 1.000 A558 0 A559 10,495,000 A56c 21.612,000 -A567 1.000 A562 988,000 A248 7,392,000 1778 0 a 8782 O 8783 0 FFIEC 031 RC-5 MA M.2.a.1 M.2.a.2 M.2.a.3 M.2.a.4 M.2.a.5 M.2.a.6 M.2.b.1 M.2.b.2 M.2.b.3 M.2.b.4 M.2.b.5 M.2.b.6 M.2.c.1 M.2.c.2 M.2.d M.3 MA.a M.4.b (1) Includes held -to -maturity securities at amortized cost and available -for -sale securities at fair value. (2) Exclude investments in mutual funds and other equity securities with readily determinable fair values. (3) Report fixed rate debt securities by remaining maturity and floating rate debt securities by next repricing date. (4) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonaccrual debt securities in the categories of debt securities reported in Memorandum item 2.a that are included in Schedule RC-N, Rem 9, column C, must equal Schedule RC-B, sum of items 1, 2, 3, 5, and 6, columns A and D, plus mortgage pass -through securities other than those backed by closed -end first lien 1-4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D. (5) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual mortgage pass -through securities backed by closed -end first lien 1-4 family residential mortgages included in Schedule RC-N, item 9, column C. must equal Schedule RC.B, item 4.a, sum of columns A and D, less the amount of mortgage pass -through securities other than those backed by closed -end first lien 1-4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D. (6) Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual "Other mortgage -backed securities' included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, item 4.b, sum of columns A and D. NA Legal Title of Bank Transmitted to EDS as 0008815 on OBIOM003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-C—Loans and Lease Financing Receivables PartL Loans and Leases Do not deduct the allowance for loan and lease losses or the allocated transfer risk reserve from amounts reported in this schedule. Report (1) loans and leases held for sale at the lower of cost or market value and (2) loans and leases held for investment, net of unearned income. Exclude assets held for trading and commercial paper. Dollar Amounts in Thousands 1. Loans secured by real estate a. Construction, land development, and other land loans b. Secured by farmland (including farts residential and other improvements) 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 (2) Closed -end loans secured by 1-4 family residential properties: (a) Secured by first liens (b) Secured by junior liens d. Secured by multifamily (5 Or more) residential properties e. Secured by nonfarm nonresidential properties 2. Loans to depository institutions and acceptances of other banks: a. To commercial banks in the U.S. (1) To U.S. branches and agencies of foreign banks (2) To other commercial banks in the U.S. b. To other depository institutions in the U.S. c. To banks in foreign countries (1) To foreign branches of other U.S. banks (2) To other banks in foreign countries 3. Loans to finance agricultural production and other loans to fanners 4. Commercial and industrial loans: a. To U.S. addressees (domicile) b. To non-U.S. addressees (domicile) 5. Not applicable. 6. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): a. Credit cards b. Other revolving credit plans c. Other consumer loans (includes single payment, installment, and and all student loans 7. Loans to foreign government and official institutions (including foreign central banks) 8. Obligations (other than securities and leases) of states and political subdivisions in the U.S. 9. Other loans a. Loans for purchasing or carrying securities (secured and unsecured) b. All other loans (exclude consumer loans) 10. Lease financing receivables (net of unearned income) a. Of U.S. addressees (domicile) b. Of non-U.S. addressees (domicile) 11. LESS: Any unearned income on loans reflected in items 1-9 above 12, Total loans and leases, net of unearned income (sum of items 1 through 10 minus item 11) (total of column A must equal Schedule RC, item 4.a and 4.b) (Column A) Consolidated Bank (Column B) Domestic Offices RCFO Bit I Mil I Thou RCONJ Bit I Mil I Thou 14101 25,952,000 '-. ..' ` ta15 4,359,000 1420._ 93.000 r ,. t797 3,372,000 53671 6.937,000 5368 1.513.000 1460 834,000 1480 8,759,000 B531 19,136,000 8532 0 8533 32,637,000 B5341 0 B534 0 s , z+4= 8535 11,000 B536 r r1` �+£=�Y e637 438,000 1590 658,000 1590 6 88,000 1763 30,457,000 1763 30,145,000 1764 2,847,000 1764 83,000 �t� � a '�- - B538T 8,5 99,000 8538 8,509,000 B539 117,000 B5391 117,000 2011741,000 2011 741,000 2081 0 2087 O 2107 649:000 2107, 649,000 1563 6,703,000- L1 - -. • 1545 1.115,000 1564 5,453,000 21651 5,351,000 2182 4,615,000 2183 809,000 21231 0 2123 0 2122115,208,000 s122 97,835,000 FFIEC 031 RC-6 1.c.2.a 1.c.2.b t.d 1.e 2.a 2.a.1 2.a.2 2.1; 2.c 2.c.1 2.c.2 3 4.a 4.b 3.a 3.b 3.c 3 3.a Kto 10 IO.a IO.b 11 Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/0812003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-C—Continued Part I. Continued Memoranda Dollar Amounts in Thousands 1. Loans and Leases restructured and in compliance with modified terms (included in Schedule RC-C, part I, and not reported as past due or nonaccrual in Schedule RC-N, Memorandum item 1) (exclude loans secured by 1-4 family residential properties and loans to individuals for household, family, and other personal expenditures) 2. Maturity and repricing data for loans and leases (excluding those in nonaccrual status): a. Closed -end loans secured by first liens on 1-4 family residential properties in domestic offices (reported in Schedule RC-C, part I, item 1.c.(2)(a), column B) with a remaining maturity or next repricing date of: (1, 2) (1) Three months or less (2) Over three months through 12 months (3) Over one year through three years (4) Over three years through five years (5) Over five years through 15 years (6) Over 15 years b. All loans and leases (reported in Schedule RC-C, part 1, items 1 through 10, column A) EXCLUDING closed -end loans secured by first liens on 1-4 family residential properties in domestic offices (reported in Schedule RC-C, part I item 1.c.(2)(a), column B) with a remaining maturity or next repricing date of: (1,3) (1) Three months or less (2) Over three months through 12 months (3) Over one year through three years (4) Over three years through five years (5) Over five years through 15 years (6) Over 15 years c. Loans and leases (reported in Schedule RC-C, part I, items 1 through 10, column A) with a REMAINING MATURITY of one year or less (excluding those in nonaccrual status) 3. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC-C, part I, items 4 and 9, column A (4) 4. Adjustable rate closed -end loans secured by first liens on 1-4 family residential properties in domestic offices (included in Schedule RC-C, part I, item 1.c.(2)(a), column B) 5. Loans secured by real estate to non-U.S. addresses (domicile) (included in Schedule RC-C, part I, item 1, column A) 6) Memorandum item 6 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. Outstanding credit card fees and finance charges included in Schedule RC-C, part I, item 6.a., column A RCFd Bit I Mil I Thou 16167 0 CON A564 245,000 A565 247,000 A566 330,000 A567 793,000 A566 2,441.000 A569 2.619,000 RCF A57o 71,936,000 A571 7.918,000 A572 14,880,000 A573 5,798,000 A574 4,747,000 A575 1,086,000 :t A247 57,460,000 2746 3,455,000 60N 537o 725,000 RCF - ae37 123,000 a 7{ C391„^^ 87,000 (1) Report fixed rate loans and leases by remaining maturity and floating rate loans by next repricing date. (2) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual closed -end loans secured by first liens on 1-4 family residential properties in domestic offices included in Schedule RC-N, item 1.c.(2)(a), column C must equal total closed -end loans secured by first liens on 1-4 family residential properties from . Schedule RC-C, part 1, item 1.c.(2)(a), column B (3) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus total nonaccrual loans and leases from Schedule RC-N, sum of items 1 through 8, column C, minus nonaccrual closed -end loans secured by first liens on 1-4 family residential properties in domestic offices included in Schedule RC-N, item 1.c.(2)(a), column C, must equal total loans and leases from Schedule RC-C, Part I, sum of items 1 through 10. column A, minus total closed -end loans secured by first liens on 1A family residential properties in domestic offices from Schedule RC-C, part I, item 1.c.(2)(a), column B. (4) Exclude loans secured by real estate that are included in Schedule RC-C, part 1, item 1, column A. FFIEC 031 RC-7 M.1 M.2.a.1 M.2.a.2 M.2.a.3 M.2.aA M.2.a.5 M.2.a.6 M.2.b.1 M.2.b.2 M.2.b.3 M.2.b.4 M.2.b.5 M.2.b.6 M.2.c M.3 MA M.5 M.6 Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number- 03618 Schedule RC-C—Continued Part II. Loans to Small Businesses and Small Farms Schedule RC-C, Part II is to be reported only with the June Report of Condition. Report the number and amount currently outstanding as of June 30 of business loans with "original amounts" of $1,000,000 or less and farm loans with "original amounts" of $500.000 or less. The following guidelines should be used to determine the "original amount" of a loan: (1) For loans drawn down under lines of credit or loan commitments, the "original amount" of the loan is the size of the line of credit or loan commitment when the line of credit or loan commitment was most recently approved, extended, or renewed prior to the report date. However, if the amount currently outstanding as of the report date exceeds this size, the "original amount" is the amount currently outstanding on the report date. (2) For loan participations and syndications, the "original amount" of the loan participation or syndication is the entire amount of credit originated by the lead lender. (3) For all other loans, the "original amount" is the total amount of the loan at origination or the amount currently outstanding as of the report date, whichever is larger. FFIEC 031 RC-7a Loans to Small Businesses 1. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank's "Loans secured by nonfarm nonresidential properties" in domestic offices reported in Schedule RC-C, part 1, item 1.e, column B, and all or substantially all of the dollar volume of your bank's "Commercial and industrial loans to U.S. addressees" in domestic offices reported in Schedule RC-C, part I, item 4.a, column B. have original amounts of $100,000 or less (If your bank has no loans outstanding in BOTH of these two loan categories, CON YES / NO place an "X" in the box marked "NO.") 169991 NO 11 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 2.1b, complete items 3 and 4 below, and go to item 5. If NO and your bank has no loans outstanding in both loan categories, skip items 2 through 4, and go to item 5. 2. Report the total number of loans currently outstanding for each of the following Schedule RC-C, part I, loan categories: a. "Loans secured by nonfarm nonresidential properties" in domestic offices Number reported in Schedule RC-C, part I, item 1.e, column B (Note: Item 1.e, column B, RCON of Loans divided by the number of loans should NOT exceed $100,000.) 5562 1 WA b. "Commercial and industrial loans to U.S. addressees" in domestic offices !-, .��;cl reported in Schedule RC-C, part I, item 4.a, column B (Note: Item 4.a, `-. _ •NIA column B. divided by the number of loans should NOT exceed $100,000.) 5563 Dollar Amounts in Thousands 3. Number and amount currently outstanding of "Loans secured by nonfarm nonresidential properties" in domestic offices reported in Schedule RC-C, part I, item 1.e, column B (sum of items 3.a through 3.c must be less than or equal to Schedule RC-C, part I, item 1.e, column B): a. With original amounts of $100,000 or less b. With original amounts of more than $100,000 through $250,000 c. With original amounts of more than $250,000 through $1,000,000 4. Number and amount currently outstanding of "Commercial and industrial loans to U.S addressees" in domestic offices reported in Schedule RC-C, part I, item 4.a, column B (sum of items 4.a through 4.c must be less than or equal to Schedule RC-C, part I, item 4.a, column B): a. With original amounts of $ 100,000 or less b. With original amounts of more than $100,000 through $250,000 c. With original amounts of more than $250,000 through $1,000,000 (Column A) (Column B) Number Amount of Loans Curenty Outstanding CON :>"'gdig""i.;-cyi3 CON Bit I Mil I Thou 5614 1,852 5565 77,317 55fifi 2,939 5567 377,046 55681 4.232 155691 1,775,780 1 5570 424,647 5571 1,245,131 5572 4,907 55R 570,149 5574 6,116 5575 2,123,670 2.a 2.b 3.a 3.b 3.c 4.a 4.b 4.c 18a Bank One, NA FFIEC 031 Legal Title of Bank RC-7b Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 1 Bb Schedule RC-C—Continued Part IL Continued Agricultural Loans to Small Farms 5. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank's "Loans secured by farmland (including farm residential and other improvements)" in domestic offices reported in Schedule RC-C, part I, item t.b, column B, and all or substantially all of the dollar volume of your bank's "Loans to finance agricultural production and other loans to farmers" in domestic offices reported in Schedule RC-C, part I, item 3, column B. have original amounts of $100,000 or less (If your bank has no loans outstanding in BOTH of these two loan categories, CON YES / NO place an"V in the box marked "NO.") _ 6860 NO 15 If YES, complete items 6.a and 6.b below, and do not complete items 7 and 8. If NO, and your bank has loans outstanding in either loan category, skip items 6.a and 6.b and complete items 7 and 8 below. If NO and your bank has no loans outstanding in both loan categories, do not complete items 6 through 8. 6. Report the total number of loans currently outstanding for each of the following Schedule RC-C, part I, loan categories: a. "Loans secured by farmland (including farm residential and other improvements)" in domestic offices reported in Schedule RC-C, part I, item 1.b, column B (Note: Item 1.1b, column B, divided by the number of loans should NOT exceed $100,000.) b. "Loans to finance agricultural production and other loans to farmers" in domestic offices reported in Schedule RC-C, part I, item 3, column B (Note: Item 3, column B, divided by the number of loans should NOT exceed $100,000.) Dollar Amounts in Thousands 7. Number and amount currently outstanding of "Loans secured by farmland (including farm residential and other improvements)" in domestic offices reported in Schedule RC-C, part I, item 1.1b, column B (sum of items Ta through 7.c must be less than or equal to Schedule RC-C, part I, item t.b, column B): a. With original amounts of $100,000 or less b. With original amounts of more than $100,000 through $250,000 c. With original amounts of more than $250,000 through $500,000 8. Number and amount currently outstanding of "Loans to finance agricultural production and other loans to fanners" in domestic offices reported in Schedule RC-C, part I, item 3, column B. (sum of items 8.a through B.c must be less than or equal to Schedule RC-C, part I, item 3 column B): a. With original amounts of $100,000 or less b. With original amounts of more than $100,000 through $250,000 G. With original amounts of more than $250,000 through $500,000 (Column A) (Column B) Number Amount of Loans Currently Outstanding CON -te e! CONI Bil I MII I Thou 5578 111 5579 3,757 55801 84 5581 10,799 5582 43 6583 12,965 55a4 258 ss851 10,121 5586 149 SSB7 19,564 ss88 92 5589 24,633 6.a 6.b . 7.a 7.b To 8.a 8.b 8.c Sank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-D—Trading Assets and Liabilities Schedule RC-D is to be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding year. Dollar Amounts in Thousands 1. U.S. Treasury securities in domestic offices 2. U.S. Government agency obligations in domestic offices (exclude mortgage - backed securities) 3. Securities issued by states and political subdivisions in the U.S. in domestic offices 4. Mortgage -backed securities (MBS) in domestic offices: a. Pass -through securities issued or guaranteed by FNMA, FHLMC, or GNMA b. Other mortgage -backed securities issued or guaranteed by FNMA, FHLMC, or GNMA (include CMOs, REMICs, and stripped MBS) c. All other mortgage -backed securities 5. Other debt securities in domestic offices 6. - B. Not applicable 9. Other trading assets in domestic offices 10. Trading assets in foreign offices 11. Revaluation gains on derivative contracts: a. In domestic offices b. In foreign offices 12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item RCONJ Bit I Mil I Thou 3531 105,000 • 3532 0 3533 0 3534 o 3535 0 3536 0 3537 88,000 3141 31,000 RCIPIN 3542 218,000- CON :'-,;.: ,_ 3543 3,736,000 RCF 6'.,. :`:.:, •,:�:` ,+ 3543 1,782,000 RCF ri ?e: ;; r':rk:*<:x; 3545 5,960,000 FFIEC 031 RC-8 4.a 4.b 4.c 5 LIABILITIES RcF Bit I Mil Thou 13. Liability for short positions 3sa6 487.000 13 14. Revaluation losses on derivative contracts 35474 179 000 14 15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15) 135481 4,666,000 15 Bank One, NA Legal Titie of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-E—Deposit Liabilities Part I. Deposits in Domestic Offices Dollar Amounts in Thousands Deposits of: 1. Individuals, partnerships and corporations (include all certified and official checks) 2. U.S. Government 3. States and political subdivisions in the U.S. 4. Commercial banks and other depository institutions in the U.S. 5. Banks in foreign countries 6. Foreign governments, and official institutions (including foreign central banks) 7. Total (sum of items 1 through 6) (sum of columns A and C must equal Schedule RC, item 13.a) Nontransactio Transaction Accounts Accounts (Column A) (Column B) (Column C) Total Memo: Total Total transaction demand nontransactio accounts deposits accounts (including total (included in (including demand deposits) column A) MMDAs) RCON Bil I Mil I Thou RCONJ Bil I Mil I Thou RCONJ Bil I Mill I Thou " '�� t '. -. 0549 25,850,000 8550 98,478,000 2202 682,000 2520 0 2203 2,150,000 25301 1,409,000 B551 2,348,000 B552 1,137,000 22361 0 O, C2215 , 37,081,000 2210 28,289,000 z3e5 101,024,000 Memoranda Dollar Amount 1. Selected components of total deposits (i.e., sum of item 7, columns A and C): a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts b. Total brokered deposits c. Fully insured brokered deposits (included in Memorandum item 1.b above): (1) Issued in denominations of less than $100,000 (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 d. Maturity data for brokered deposits: (1) Brokered deposits issued in denominations of less than $100,000 with a remaining maturity of one year or less (included in Memorandum item 1.c.(1) above) (2) Brokered deposits issued in denominations of $100,000 or more with a remaining maturity of one year or less (included in Memorandum item 1.b above) e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S. reported in item 3 above which are secured or collaterlized as required under state law; (to be completed for the December report only) _ 2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.c must equal item 7, column C, above): a. Savings deposits: (1) Money market deposit accounts (MMDAs) (2) Other savings deposits (excludes MMDAs) b. Total time deposits of less than $100,000 c. Total time deposits of $100,000 or more FFIEC 031 RC-9 M.1.a M.1.b M.t.c.1 M.1.c.2 MA.d.1 MAA.2 M.1.e s 4,183,000 sl 2,560,000 3 0 42,493,000 3...,a.. 4 1,043,000 3 WA Bank One. NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08*16 CST FDIC Certificate Number - 03618 Schedule RC-E—Continued Part I. Continued Memoranda (continued) Dollar Amounts in Thousands 3. Maturity and repricing data for fime deposits of less than $100,000 : a. Time deposits of less than $100,000 with a remaining maturity or next repricing date of (1,2) (1) Three months or less (2) Over three months through 12 months (3) Over one year through three years (4) Over three years b. Time deposits of less than $100,000 with a REMAINING MATURITY of one year or less (Included in Memorandum items 3.a.(1) and 3.a.(2) above) (3) 4. Maturity and repricing data for time deposits of $100,000 or more: a. Time deposits of $100,000 or more with a remaining maturity or next repricing date of (1,4) (1) Three months or less (2) Over three months through 12 months (3) Over one year through three years (4) Over three years b. Time deposits of $100,000 or more with a REMAINING MATURITY of one year or less (included in Memorandum items 4.a.(1) and 4.a.(2) above) (3) RCONJ Bit I Mil I Thou A579 4268400 A580 4,016,000 A581 3,408.000 A5821 2,970,000 A2411 6,284,000 A5a4l 2,155,000 A585 1,587,000 A586 2,255,000 A587 1,525.000 A2423,742,000 (1) Report fixed rate time deposits by remaining maturity and floating rate time deposits by next repricing date. (2) Sum of Memorandum items 3.a.(1) through 3.a.(4) must equal Schedule RC-E Memorandum item 2.b. (3) Report both fixed and floating rate time deposits by remaining maturity. Exclude floating rate time deposits with a next repricing date of one year or less that have a remaining maturity of over one year. (4) Sum of Memorandum items 4.a.(1) through 4.a.(4) must equal Schedule RC-E, Memorandum item 2.c. Part II. Deposits in Foreign Offices (including Edge and Agreement subsidiaries and IBFs) Dollar Amounts in Thousands 1. Individuals, partnerships, and corporafions (include all cerfified and official checks) 2. U.S. banks (including IBFs and foreign branches of U.S. banks) and other U.S. depository institutions 3. Foreign banks (including U.S. branches and agencies of foreign banks, including their IBFs) 4. Foreign governments and official institutions (including foreign central banks) 5. U.S. Government and states and political subdivisions in the U.S. 6. Total (sum of items 1 through 5 ) (must equal Schedule RC, item 13.b) I Ime deposits with a remaining maturity of one year or (included in Part II, item 6 above) RCF Bit I Mil I Thou ' B553 15,997,000 B554 820,000 2625 2,368,000 2650 3,035,000 B555 0 2200 22,220,000 FFIEC 031 RC-10 21 M.3.a.1 M.3.a.2 M.3.a.3 M.3.a.4 IL1141 MA.a.1 M.4.a.2 M.4.a.3 M.4.a.4 M.4.b Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number- 03618 Schedule RC-F—Other Assets Dollar Amounts 2. Net deferred tax assets (2) 3. Interest -only strips receivable (not in the form of a security) (3) on: a. Mortgage loans b. Other financial assets 4. Equity securities that DO NOT have readily determinable fair values (4) 5. All other assets (itemize and describe amounts greater than $25,000 that exceed 25% of this item) TEXT a. Prepaid expenses 2166 b. Cash surrender value of life insurance Coos 1 2,4 C. Repossessed personal property (including vehicles) 1578 d. Deriviatives with a positive fair value held for purposes other than trading co to 9• h. RC, Schedule RC-G—Other Liabilities Dollar Amounts in Thousands 1. a. Interest accrued and unpaid on deposits in domestic offices(5) b. Other expenses accrued and unpaid (includes accrued income taxes payable) 2. Net deferred tax liabilities (2) 3. Allowance for credit losses on off -balance sheet credit exposures 4. All other liabilities (itemize and describe amounts greater than $25,000 that exceed 25% of this Rem) TEXT (1) Include accrued interest receivable on loans, leases, debt securities, and other interest -bearing assets. (2) See discussion of deferred income taxes in Glossary entry on "income taxes." (3) Report interest -only strips receivable in the form of a security as available -for sale securities in Schedule RC, item 2.b, or as trading assets in Schedule RC, item 5, as appropriate. (4) Include Federal Reserve stock, Federal Home Loan Bank stock, and bankers' bank stock (5) For savings banks, includes "dividends" accrued and unpaid on deposits. coN Bit I Mil I Thou 3645 174.000 RCF .- 3646 1,308.000 3049 1,346,000 B557 0 2938 6,988,000 rcC�y Yi*f•.•'rzt . � f 29301 9,816,000 FFIEC 031 RC-11 5.f 5.g 5.h 1.a 1.b 2 3 4 4.a 4.b 4.c 4.d 4.e 4.f 4.g 5 Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08108/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-H—Selected Balance Sheet Items for Domestic Offices to this bank on 2. Bank's liability on acceptances executed and outstanding 3. Securities purchased under agreements to resell 4. Securities sold under agreements to repurchase 5. Other borrowed money EITHER 6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs OR 7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs B. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and IBFs) 9. Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries, and IBFs) In items 10-17 report the amortized (historical) cost of both held -to -maturity and available -for -sale securities in domestic offices. 10. U.S. Treasury securities 11. U.S. Government agency obligations (exclude mortgage -backed securities) 12. Securities issued by states and political subdivisions in the U.S. 13. Mortgage -backed securities (MBS): a. Pass -through securities: (1) Issued or guaranteed by FNMA, FHLMC, or GNMA (2) Other pass -through securities b. Other mortgage -backed securities (include CMOs, REMICs, and stripped MBS): (1) Issued or guaranteed by FNMA, FHLMC, or GNMA (2) All other mortgage -backed securities 14. Other domestic debt securities (include domestic asset -backed securities) 15. Foreign debt securities (include foreign asset -backed securities) 16. Investments in mutual funds and other equity securities with readily determinable fair values 17. Total amortized (historical) cost of both held -to -maturity and available -for -sale secutities (sum of items 10 through 16) 18. Equity securities that do not have readily determinable fair values Schedule RC-1—Selected Assets and Liabilities of IBFs cON Bil Mil I Thou 103e 3,677,000 1041 1,877,000 10421 1,096,000 12a3 31,601,D20 loaa 3,000 120e 464,000 1280 521.000 1281 17,953,000 1282 6,000 aslo 903,000 1374T 58,101,000 1752 829.00- To be completed only by banks with IBFs and other "foreign" offices. Dollar Amounts in Thousands RCF Bil I Mil I Thou 1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12) 2133 904,000 2. Total IBF liabilities (component of Schedule RC, item 21) zees 662,000 FFIEC 031 RC-12 10 11 12 13.a.1 13.a.2 131.1 13.b.2 14 15 16 17 18 Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/0812003 at 08:08:16 CST FDIC Certificate Number- 03618 Schedule RC-K—Quarterly Averages (1) Dollar Amounts in Thousand ASSETS 1. Interest -bearing balances due from depository institutions 2. U.S. Treasury securities and U.S. Government agency obligations (2) (excluding mortgage -backed securities) 3. Mortgage -backed securities (2) 4. All other securities (2, 3)(includes securities issued by states and political subdivisions in the U.S.) 5. Federal funds sold and securities purchased under agreements to resell 6. Loans: a. Loans in domestic offices: (1)Total loans (2) Loans secured by real estate (3) Loans to finance agricultural production and other loans to fanners (4) Commercial and industrial loans (5) Loans to individuals for household, family, and other personal expenditures: (a) Credit cards (b) Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards) b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs 7. Trading assets 8. Lease financing receivables (net of unearned income) 9. Total assets(4) LIABILITIES 10. Interest -bearing transaction accounts in domestic (NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) (exclude demand deposits) 11. Nontransaction accounts in domestic offices: a. Savings deposits (includes MMDAs) b. Time deposits of $100,000 or more c. Time deposits of less than $100,000 12. Interest -bearing deposits in foreign offices, Edge and Agreement subsidiaries, and 13. Federal funds purchased and securities sold under agreements to repurchase 14. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) s RCFJ Bil I Mil I Thou 3381 3,447,000 B558F 3,864,000 8559 27,846,000 8560 19,182,000 33651 15,754,000 CON 3360 93,362,000 3365 26,797,000 3386 643,000 3387 31,985,000 B561 8,458,000 B562 1,712,000 RCF.,,:::_: 3360 16,853,000 RCF 3401 5,759,000 3484 5,755,000 338a 218,913,000 i .:CON 3485 2,698,000 B563 60,588,000 A514 7,935,000 A529 13,014,000 RCF e moo 21,447,000 RCF 3353 8,231,000W r 3355 28,991,000 (1) For all items, banks have the option of reporting either (1) an average of DAILY figures for the quarter, or (2) an average of WEEKLY figures (i.e., the Wednesday of each week of the quarter). (2) Quarterly averages for all debt securities should be based on amortized cost. (3) Quarterly averages for all equity securities should be based on historical cost. (4) The quarterly averages for total assets should reflect all debt securities (not held for trading) at amortized 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. FFIEC 031 RC-13 6.a.1 6.a.2 6.a.3 6.a.4 5.a.5.a 6.a,5.b 5.b 1.a 1.b 1.c (1) For all items, banks have the option of reporting either (1) an average of DAILY figures for the quarter, or (2) an average of WEEKLY figures (i.e., the Wednesday of each week of the quarter). (2) Quarterly averages for all debt securities should be based on amortized cost. (3) Quarterly averages for all equity securities should be based on historical cost. (4) The quarterly averages for total assets should reflect all debt securities (not held for trading) at amortized 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. FFIEC 031 RC-13 6.a.1 6.a.2 6.a.3 6.a.4 5.a.5.a 6.a,5.b 5.b 1.a 1.b 1.c Bank One, NA Legal Tifle of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number- 03618 Schedule RC-L—Derivatives and Off -Balance Sheet Items Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk. Dollar Amounts in Thousands a. Revolving, open-end lines secured by 14 family residential properties, e.g., home equity lines b. Credit card lines c. Commercial real estate, construction, and land development (1) Commitments to fund loans secured by real estate (2) Commitments to fund loans not secured by real estate d. Securities underwriting e. Other unused commitments 2. Financial standby letters of credit and foreign office guarantees a. Amount of financial standby letters of credit conveyed to others 3. Performance standby letters of credit and foreign office guarantees a. Amount of performance standby letters of credit conveyed to others 4. Commercial and similar letters of credit 5. Participations in acceptances (as described in the instructions) conveyed to others by the reporting bank 6. Securities lent (including customers' securities lent where the customer is indemnified against loss by the reporting bank) 7. Credit derivatives : a. Notional amount of credit derivatives on which the reporting bank is the guarantor (1) Gross positive fair value (2) Gross negative fair value b. Notional amount of credit derivatives on which the reporting bank Is the beneficiary (1) Gross positive fair value (2) Gross negative fair value 8. Spot foreign exchange contracts 9. All other off -balance sheet liabilities (exclude derivatives) (itemize and describe each component of this item over 25% of Schedule RC, Item 28,'Total equity capital") TEXT C. d. e. Commitments to purchase when -issued securifies 3434 0 55 36 3557 L 55 N/A ; 5N/A , N/A 10. All other off -balance sheet assets (exclude derivatives)(itemize and describe each component of this item over 25% Schedule RC item 28.,'Total equity capital") TEXT Commitments to sell when -issued securities FFIEC 031 RC-14 10. All other off -balance sheet assets (exclude derivatives)(itemize and describe each component of this item over 25% Schedule RC item 28.,'Total equity capital") TEXT Commitments to sell when -issued securities FFIEC 031 RC-14 t.a 1.1b 1.c.1 1.c.2 1.d 1.e 2 3. 4 14T 81,000 is 1,302,000 16 2,002,000 50 1,534,000 17 0 19 111,435,000 19 20,882,000 21 3.948.000 1t 578,000 .b 11. Year-to-date merchant credit card sales volume: RCF nl 1 &1 I Mil Thou a. Sales for which the reporting bank is the acquiring bank C223 0 11.a b. Sales for which the reporting bank is the agent bank with risk I C2240 111.1b Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-L—Continued Dollar Amounts in Thousands (Column A) Interest Rate Contracts (Column B) Foreign Exchange Contracts (Column C) Equity Derivative Contracts (Column D) Commodity and Other Contracts Derivatives Position Indicators 12. Gross amounts (e.g., notional amounts) (for each column, sum of items 12.a through 12 must equal sum of items 13 and 14): a. Futures contracts b. Forward contracts c. Exchange -traded option contracts: (1) Written options (2) Purchased options d. Over-the-counter Option contracts: (1) Written options (2) Purchased options _ e. Swaps 13. Total gross notional amount of derivative contracts held for trading 14. Total gross notional amount of derivative contracts held for purposes other than trading a. Interest rate swaps where the bank has agreed to pay a fixed rate 15. Gross fair values of derivative contracts. a. Contracts held for trading: (1)Gross positive fair value (2) Gross negative fair value b. Contracts held for purposes other than trading: (1) Gross positive fair value (2) Gross negative fair value I Bit I Mil I Thou Tnl I Bit I Mil I Thou Tnl I Bit I Mil I Thou Tnl I Bil I Mil I Thou e" ' � . '+ - � - -: - RCFD 8693 RCFD 8694 RCFD 8695 RCFD 8696 30,470,000 344,000 147,000 232,000 RCFD 8697 RCFD 8696 RCFD 8699 RCFD 8700 163,537,000 72,648,000 332.000 0 RCFD 8701 RCFD 8702 RCFD 8703 RCFD 8704 4,000,000 0 97,000 0 RCFD 8705 RCFD 8706 RCFD 8707 RCFD 8708 7,835,000 0 1.202,000 0 RCFD 8709 RCFD 8710 RCFD 8711 RCFD 8712 59,538,000 9,688,000 459,000 412,000 RCFD 8713 RCFD 8714 RCFD 8715 RCFD 8716 74,871,000 8,958.000 529,000 515.000 RCFD 3450 RCFD 3826 RCFD 8719 RCFD 8720 675,458,000 8,853,000 2,755,000 2.977,000 RCFD A126 RCFD A127 RCFD 8723 RCFD 8724 100,049,000 5,521.000 4.136,000 ? 0 RCFD 8725 RCFD 87 26 RCFD 8727 RCFD 8728 11.273,000 442,000 0 0 RCFD A589 "_.,i.+ , r' '° _ = r "� 4 :'� Y - 9,499 000 RCFD 8733 RCFD 8734 RCFD 8735 RCFD 8736- 25,401,000 2,142,000 132,000 390.000 RCFD 6737 RCFD 8738 RCFD 8739 RCFD 8740 24,234,000 2,042.000 104,000 344,000 01-.- ,. "RCFD RCFD 8741 RCFD 8742 8743 RCFD 8744 38,000 7,000 0 1 0 RCFD 8745 RCFD 8746 RCFD 8747 RCFD 8748 529,000 2,000 0 0 FFIEC 031 RC-15 12.a 12.b 12.c.1 12.c.2 12.d.1 12.d.2 12.e 13 14 14.a 15.a.1 15.a.2 15.b.1 15.b.2 Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/0812003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-M—Memoranda Dollar Amounts in Thousands 1. Extensions of credit by the reporting bank to its executive officers, directors, principal shareholders, and their related interests as of the report date: a. Aggregate amount of all extensions of credit to all executive officers, directors, principal shareholders, and their related interests b. Number of executive officers, directors, and principal shareholders to whom the amount of all extensions of credit by the reporting bank (including extensions of credit to related interests) equals or exceeds the lesser of $500,000 or 5 percent Number of total capital as defined for this purpose in agency regulations slss 7 2. Intangible assets other than goodwill: a. Mortgage servicing Assets (1) Estimated fair value of mortgage servicing assets A590 0 b. Purchased credit card relationships and nonmortgage servicing assets c. All other identifiable intangible assets d. Total (sum of items 2.a, 2.1h, and 2.c) (must equal Schedule RC, item 101) 3. Other real estate owned: a. Direct and indirect investments in real estate ventures b. All other real estate owned: (1) Construction. land development, and other land in domestic offices (2) Farmland in domestic offices (3) 1-4 family residential properties in domestic offices (4) Multifamily (5 or more) residential properties in domestic offices (5) Nonfarm nonresidential properties in domestic offices (6) In foreign offices c. Total (sum of items 3.a and 31) (must equal Schedule RC, item 7) 4. Investments in unconsolidated subsidiaries and associated companies: a. Direct and indirect investments in real estate ventures b. All other investments in unconsolidated subsidiaries and associated companies c. Total (sum of items 4.a and 4.b) (must equal Schedule RC, item 8) 5. Other borrowed money: a. Federal Home Loan Bank advances: (1) With a remaining maturity of one year or less (1) (2) With a remaining maturity of more than one year through three years (3) With a remaining maturity of more than three years b. Other borrowings: (1) With a remaining maturity of one year or less (2) With a remaining maturity of more than one year through three years (3) With a remaining maturity of more than three years c. Total (sum of items 5.a.(1) through 5.b.(3)) (must equal Schedule RC, item 16) RCFd Bit I Mil I Thou 6164 1,334,831 3164 0 8026 0 5507 66,000 Odzs 66,000 5372 0 RCON 5508 10,000 5509 0 5510 42,000 5511 0 5512 18,000 RCF Jff '-�7, 1 5513 0 2150 70,000 5374 0 5375 414,000 2130 414,000 2651 0 e565 1,000,000 e566 3,565,060 B571 15,107,000 B557 4,116.000 B566 5,342,000 31s0 29,130,000 FFIEC 031 RC-16 27 2.a 2.a.1 2.b 2.c 2.d 3.a 3.b.1 3.b.2 3.b.3 3.b.4 3.b.5 3.b.6 3.c 4.a 4.b 4.c 5.a.1 5.a.2 5.a.3 5.b.1 5.b.2 5.b.3 5.c YES/NO 6. Does the reporting bank sell private label or third party mutual funds and annuities? B569 YES 6 RCF Bil Mil Thou 7. Assets under the reporting bank's management in proprietary mutual funds and annuities B5700 7 8. Primary Internet Web site address of the bank (home page), If any: (example: http://www.examplebank.com) TE)CT 40e7 http://www.bankone.com 8 9. Do any of the bank's Internet Web sites have transactional capability, i.e., allow the YES I NO bank's customers to execute transactions on their accounts through the Web site? __ 4086 F YES 19 (1) Includes overnight Federal Home Loan Bank advances. Bank One. NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-N—Past Due and Nonaccrual Loans, Leases, and Other Assets Dollar Amounts in Thousand: 1. Loans secured by real estate: a. Construction, land development, and other land loans in domestic offices b. Secured by farmland in domestic offices c. Secured by 1-4 family residential properties in domestic offices: (1) Revolving, open-end loans secured by 14 family residential properties and extended under lines of credit (2) Closed -end loans secured by 1-4 family residential properties: (a) Secured by first liens (b) Secured by junior liens d. Secured by multifamily (5 or more) residential properties in domestic offices e. Secured by nonfarm nonresidential properties properties in domestic offices f. In foreign offices 2. Loans to depository institutions and acceptances of other banks: a. To U.S. banks and other U.S. depository institutions b. To foreign banks 3. Loans to finance agricultural production and other loans to farmers 4. Commeroial and industrial loans: a. To U.S. addressees (domicile) b. To non-U.S. addressees (domicile) 5. Loans to individuals for household, family, and other personal expenditures: a. Credit cards b. Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards) 6. Loans to foreign governments and official 7. All other loans 8. Lease financing receivables: a. Of U.S. addressees (domicile) b. Of non-U.S. addressees (domicile) 9. Debt securities and other assets (exclude other real estate owned and other repossessed assets) (Column A) Past due 30 through 89 days and still accruing (Column B) Past due 90 days or more and still accruing (Column C) Nonaccrual RCONJ Bit I Mill I Thou RCONJ Bit I Mil I Thou RCONJ Bit I Mil I Thou {r 1+ 2759 65,000 2769 0 349z 139,090 3493 0 3494 0 3495 2,006 5398 115,000 5399 0 5400 101,000 C2361 327,000� C2371 0 C2291 262,000 C2381 53,000 C2391 0 C230 4$,000 J14,000 34es 35000 3601 14,000 35021 141,000 3503 0 35134 305,000 RCF ;,,%, RCF `..., RCF B572 0 B573 0 B574 0 '4 RCF �`��RCF d. k .: , 5377 5,000 5378 0 5379 0. 5380 0 5381 0 5382 3,000 15941 7,000 15971 0 15831 8.000 1251 1 400,000 1252 18,000 1253 1,063,000 1254 1,000 1255 0 12581 67.000 8575 142,000 B57fi 122,000 asn 0 '''i - B5781 4,000 B6791 0 13580 8,000 1 5389T 0 5390 0 5391 O 1 5459 31,000 54601 0 54611 12,000 '. 1z57 9,000 1258 . 0 1259 139,000 1 1271 0 12721 0 17911 0 1 3505 F310,000 3506 27o,000 3507 0 ! FFIEC 031 RC-17 1.a 1.b 1.c.2.a 1.c.2.b 1.d i.e 1.f 2.a 2.b 3 t.a t.b 3.a i.b i r La I.b Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-N—Continued Amounts reported in Schedule RC-N, items 1 through 8, above include guaranteed and unguaranteed portions of past due and nonaccrual loans and leases. Report in item 10 below certain guaranteed loans and leases that have already been included in the amounts reported in items 1 throw h 8. Dollar Amounts in Thousands 10. Loans and leases reported in items 1 through 8 above which are wholly or partially guaranteed by the U.S. Government a. Guaranteed portion of loans and leases included in item 10 above Memoranda 1. Restructured loans a Schedule RCA item (and not reported in S Memorandum item 1) 2. Loans to finance com construction, and land (not secured by real Schedule RC-N, item 3. Loans secured by rea addresses (domicile) Schedule RC-N, item 4. Not applicable 5. Loans and leases hel Schedule RC-N, item an (Column A) (Column B) (Column C) Past due Past due 90 Nonaccrual 30 through 89 days or more days and still and still accruing accruing RCF Bit Mil Thou RCF Bil MII Thou 1,0RCF Bil Mil Thou 5612 00 5fi13 0 5614 1,000 TI 5fi15 1,000 5616 0 56171 1,000 6. Interest rate, foreign exchange rate, and other commodity and equity contracts: Fair value of amounts carried as assets Matthew A. Reece, Vice President Name and Title (TEXT 8901) Matthew_A_Reece@bankone.com E-mail Address (TEXT 4086) (Column A) (Column B) Past due Past due 90 30 through days or more 89 days RCF Bil I Mil I Thou RCF Bill Mil Thou 35291 2,000 35301 0 312-407-3685 312-407-5698 Telephone: Area code/phone number/extension (TE)(T 8902) FAX: Area code/phone number (TEXT 9116) FFIEC 031 RC-18 10 10.3 M.1 M.2 M.3 M.5 M.6 Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 an 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-0—Other Data for Deposit Insurance and FICO Assessments Dollar a. Actual amount of all unposted debits OR b. Separate amount of unposted debits: (1) Actual amount of unposted debits to demand deposits (2) Actual amount of unposted debits to time and savings deposits (1) 2. Unposted credits (see instructions): a. Actual amount of all unposted credits OR b. Separate amount of unposted credits: (1) Actual amount of unposted credits to demand deposits (2) Actual amount of unposted credits to time and savings deposits (1) 3. Uninvested trust funds (cash) held in bank's own trust department (not included in total deposits in domestic offices) 4. Deposits of consolidated subsidiaries in domestic offices and in insured branches in Puerto Rico and U.S. territories and possessions ( not included in total deposits) a. Demand deposits of consolidated subsidiaries b. Time and savings deposits (1) of consolidated subsidiaries c. Interest accrued and unpaid on deposits of consolidated subsidiaries 5. Deposits in insured branches in Puerto Rico and U.S. territories and possessions: a. Demand deposits in insured branches (included in Schedule RC-E, Part II) b. Time and saving deposits (1) in insured branches (included in Schedule RC-E, Part II) c. Interest accrued and unpaid on deposits in insured branches (included in Schedule RC-G, item 1.b) 6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on behalf of its respondent depository institutions that are also reflected as deposit liabilities of the reporting bank: a. Amount reflected in demand deposits (included in Schedule RC-E, Part 1, Item 7 column B) b. Amount reflected in time and savings deposits (1) (included in Schedule RC-E, Part I, Item 7, column A or C, but not column B) 7. Unamortized premiums and discounts on time and savings deposits: (1,2) a. Unamortized premiums b. Unamortized discounts 8. To be completed by banks with " Dakar deposits ". a. Deposits purchased or acquired from other FDIC -insured institutions during the quarter (exclude deposits purchased or acquired from foreign offices other than insured branches in Puerto Rico and U.S. territories and possessions): (1) Total deposits purchased or acquired from other FDIC -insured institutions during the quarter (2) Amount of purchased or acquired deposits reported in item 8.a.(1) above attributable to a secondary fund (i.e., BIF members report deposits attributable to SAIF; SAIF members report deposits attributable to BIF) b, Total deposits sold or transferred to other FDIC -insured institutions during the quarter (exclude sales or transfers by the reporting bank of deposits in foreign offices other than insured branches in Puerto Rico and U.S. territories and possessions) (1) For FDIC and FICO insurance assessment purposes, "time and savings deposits" consists of nontransaction accounts and all transaction accounts other than demand deposits. (2) Exclude core deposit intangibles. RCONJ Bit I Ml I Thou 0031 WA 00321 WA 3510 WA 3512 210,000 35141 0 3520 D _ 2211!y� 177,000 2351 0 5514 O 2229 0 23831 0 55151 O 23141 24,000 23151 0 1 e _ 55161 0 5517 0 � r w5a:t} tE 1 i�iv Mqt i�, A5316,250,000 1 •': i p t' Yam,;: ..�;*: A532 89,000 l A533 0 1 FFIEC 031 RC-19 1.6 1.b.1 1.b.2 2.a 2.b.1 2.b.2 3 4.a 4.b 4.c 5.a 5.b 5.c 5.a i.b r.a r.b Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number- 03618 Schedule RC-O—Continued Dollar Amounts in Thousands 10. Benefit -responsive "Depository Institution Investment Contracts" (included in total deposits in domestic offices) 11. Adjustments to demand deposits in domestic offices and in insured branches in Puerto Rim and U.S. territories and possessions reported in Schedule RC-E for certain reciprocal demand balances : a. Amount by which demand deposits would be reduced if the reporting bank's reciprocal demand balances with the domestic offices of U.S. banks and savings associations and insured branches in Puerto Rim and U.S. territories and possessions that were reported on a gross basis in Schedule RC-E had been reported on a net basis b. Amount by which demand deposits would be increased if the reporting bank's reciprocal demand balances with foreign banks and foreign offices of other U.S. banks (other than insured branches in Puerto Rim and U.S. territories and possessions) that were reported on a net basis in Schedule RC-E had been reported on a gross basis c. Amount by which demand deposits would be reduced if cash items in process of collection were included in the calculation of the reporting bank's net reciprocal demand balances with the domestic offices of U.S. banks and savings associations and insured branches in Puerto Rim and U.S. territories and possessions in Schedule RC-E 12. Amount of assets netted against deposit liabilities in domestic offices and in insured branches in Puerto Rim and U.S. territories and possessions on the balance sheet (Schedule RC) in accordance with generally accepted accounting principles (exclude amounts related to reciprocal demand balances): a. Amount of assets netted against demand deposits b. Amount of assets netted against time and savings deposits Memoranda (to be completed each quarter except as noted) and U.S. territories and possessions (sum of Memorandum items 1.a.(1) and 1.b.(1) must equal the sum of Schedule RC, Rem 13.a, and Schedule RC-O, items 5.a and 5.b): a. Deposit accounts of $100,000 or less (1): (1)'Amount of deposit accounts of $100,0000 or less (2) Number of deposit accounts of $100,000 or less (to be completed for the June report only) b. Deposit accounts of more than $100,000 (1): (1) Amount of deposit accounts of more than $100,000 (2) Number of deposit accounts of more than $100,000 12722 147 2. Memorandum item 2 is to be completed by all banks. Estimated amount of uninsured deposits in domestic offices of the bank and in insured branches in Puerto Rico and U.S. territories and possessions (see instructions) 3. Has the reporting institution been consolidated with a parent bank or savings association in that parent bank's or parent savings association's Call Report or Thrift Financial Report 7 If so, report the legal title and FDIC Certificate Number of the parent bank or parent savings association: FREC 031 RC-20 31 econ Bil Mil Thou 15961 9 10 a43z 0 11.a 8785 48,000 1l b A1e1 0 A1821 0 11.c A527 425,010 12.a A52e 0 112.b M.1.a 1 M.1.a 2 M.t.b 1 M.1.b 2 Text CON FDIC Cert No A545 A545 N/A M.3 (1) The dollar amounts used as the basis for reporting in Memoranda Items 1.a and 1.b reflect the deposit insurance limits in effect on the report date. Bank One. NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-R-Regulatory Capital Dollar Amounts in Thousands Tier 1 capital 1. Total equity capital (from Schedule RC, item 28) 2. LESS: Net unrealized gains (losses) on available -far -sale securities (1) (if a gain, report as a positive value; if a loss, report as a negative value) 3. LESS: Net unrealized loss on available -for -sale EQUITY securities (1) (report loss as a positive value) _ 4. LESS: Accumulated net gains (losses) on cash flow hedges (1) (if a gain, report as a positive value; if a loss, report as a negative value) 5. LESS: Nonqualifying perpetual preferred stock 6. Qualifying minority interests in consolidated subsidiaries 7. LESS: Disallowed goodwill and other disallowed intangible assets 8. Subtotal (sum of items 1 and 6, less items 2, 3, 4, 5, and 7) 9.a. LESS: Disallowed servicing assets and purchased credit card relationships b. LESS: Disallowed deferred tax assets 10. Other additions to (deductions from) Tier 1 capital 11. Tier 1 capital (sum of items 8 and 10, less items 9.a and 9.b) Tier 2 Capital 12. Qualifying subordinated debt and redeemable preferred stock 13. Cumulative perpetual preferred stock includible in Tier 2 capital 14. Allowance for loan and lease losses Includible in Tier 2 capital 15. Unrealized gains on available -for -sale equity securities includible in Tier 2 capital 16. Other Tier 2 capital components 17. Tier 2 capital (sum of items 12 through 16) 18. Allowable Tier 2 capital (lesser of item 11 or 17) 19. Ter 3 capital allocated for market risk 20. LESS: Deductions for total risk -based capital 21. Total risk -based capital (sum of items 11, 18, and 19, less item Total assets for leverage ratio 22. Average total assets (from Schedule RC-K, item 9) 23. LESS: Disallowed goodwill and other disallowed intangible assets (from item 7 above) 24. LESS: Disallowed servicing assets and purchased credit card relationships (from item 9.a above) 25. LESS: Disallowed deferred tax assets (from item 9.b above) 26. LESS: Other deductions from assets for leverage capital purposes 27. Average total assets for leverage capital purposes (item 22 less items 23 through 26) Adjustments for financial subsidiaries 28.a Adjustment to Tier 1 capital reported in item 11 b. Adjustment to total risk -based capital reported in item 21 29. Adjustment to risk -weighted assets reported in item 62 30. Adjustment to average total assets reported in item 27 Capital Ratios (Column B is to be completed by all banks. Column A is to be completed by banks with financial subsidiaries) 31. Tier 1 leverage ratio (2) 32. Tier 1 risk -based capital ratio (3) 33. Total risk -based capital ratio (4). RCF Bit I Mil I Thou 3210 17,460,000 a434 408.000 A221 0 4336 (394,000 B588 0 8589 116,000 B590 913,000 C227 16,649,000 B591 0 5610 0 B592 0 8274 16,649,000 5306 4,172,000 B593 0 5310 2,197,000 2221 2,000 B594 0 5311 6,371,000 8275 6,371,000 1395 0 FB595F 0 137921 23,020,000 3368 218,913,000 8590 913,000 B591 0 5610 0 B596 0 A224 218,000,000 C228 0 B5031 0 8504 1 0 B505 0 (Column A) percentage (Column B) Percentage RCFC RCF 7273 NIA 7204 7.64% 7274 NIA 7206 9.73% 7275 NIA 7205 13.45% (1) Report amount included in Schedule RC, item 26.b, "Accumulated other comprehensive income. (2) The ratio for column B is item 11 divided by item 27. The ratio for column A is item 11 minus item 28.a divided by (item 27 minus item 30). (3) The ratio for column B is item 11 divided by item 62. The ratio for column A is item 11 minus item 28.a divided by (item 62 minus item 29). (4) The ratio for column B is item 21 divided by item 62. The ratio for column A is Rem 21 minus item 28.1b divided by (item 62 minus item 29). FFIEC 031 RC-21 8 9.a 9.b 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28.a 28.b 29 30 31 32 33 Y C m a y E L=' E y Y N � m a m o�$t m icy m UM O O m y E m y 'N m O y 3 U m o a a t m E E o m o m U E m mEy'- m 2 LO O O 01 U Y Z m ` O d U m E E o m � a m m y m m L y O O O 3 m a `m ry Y L c U � O � L m C L c 0E'd m = t 3 N m a C m v � m m y p 3 y m W N L > a 3= m c m m O U C U V O U pL 2 v L Ol C Y C m d m m a �o C O m N L v ° 'LM J m m Y C O m U c o m t o m n y m y m 0 Y 3 v L m C v 4: m ',,: M o N ': '. °. O O m O 'O a �� LL LL LL n LL LL {p LL M cp'=` LL LL m LL 1O O O O O O O O O O W 0 O N O GG m b tN0 y tN0 V O O p N r p p N p p n M Y 0 n P O O C L m O m mm N° m m E C � N U O o o= N o LL Is: o LL o_ LL o c o p Y o o a o r. LL p) LL LL 01 .: LL LL LL N va r pp O O O O O O O b O N O O O O O O O U e 0 o O O m O o O{' p O N 0 E F m� N m b m� O U °' m b mN' f.m mm my p ❑ p l0 ❑ � p p h O p O p M O O CZ Ol� ..b bNgl tlm bd�abClop d l4pa J E a o LL ❑to J��;:o 0 od orn ov; ptp m Ul N �v K LL LL' ��,); A,tF_ LL LL' LL C LL fY LL K N LL tt LL K d m U o o 0 0 o e a o 0 Q r4 O^ E5 E �_ E o� O �� Utn 0 y� mrn 0 mn t1Oe mq No O �--, ` �2 ❑ LL M ❑ LL p LL q p LL pj ❑ LL r• tp p LL pj p LL d p LL Ot N LL ry LL U ,C UN U UN Ur• U U' U U Ur• UIy U I m Iy Q L ~ C E J E c a m Z 4 c a c J � O m 5 m m m m U d O y 0 E M U a- O rn O O V m J _ d U d E d 2 N m C O O m y U ry O m o m E a m J b y m m m "0 m .D m y C a m `m y N m o a m E m m rn y m L m m w v m m m i m a O o W c m N U m = Q LL m J J J Fm`- a H m m (6rl� m M c v e v U N M O� k m m N m m M m tN0 O V LL❑" LL ❑ O ,4 LL LL pLL LL m m O O O O O O O O O O Iq O- 0 ❑ O O O ': ❑ U ❑ U p U ❑ U a ` sop N p � mo u`Vio ino m m ca F �n m mr m 0 my m ., m m m m m Aa m mV.� ml.j m'- p lJyl LL LL N LL r LL LL LL LL U LL ) - = LL U LL U U U Ip ¢ zU m oo m o m N O ( m O b O p ry O� i LL LL LL LL LL LL y,a µE LL LL LL LL m C K K =. K K C �"9.rL K K C � i.� r't •�� fL C O y� O N O ! m m m e o m m m m o C r m e N m V m E m i— J� o m❑ m❑❑ ❑ ❑ ry`❑ rn p ❑❑ o O 2LL O LL LL LL LL LL ' }�"{V LL p LL LL N LL 1p LL p 1 { p L, it til 0 b 0 , O m n y m n "- n n Q 1 -,' m lr0 m m m �O't N 1 i j� O C Z 1� O LL m O 0 LL 0! Lrt O LL O :: ❑ LL O LL ❑ LL ' 0 LL 0❑ LL ❑ li N❑ N LL r {�J Q U U m0 �{y E m c a m m e O 10 10 40 N 10 f0 t0 tD O O O O {tyV O O O Yf O p N p N ❑ 10 O N O O _ U rca• -¢� a ?.�rc� c c c� — Op O O h O Y k ry x v, sm Y'1 IA w 0 O E m l U O m r N N N N N fV 'o goo0 O o o o 0 a (j 00 C m __ W A 1 z N E > T mm N a 0 m - O N U f LL O C 0 0 0 0 0 0 0 Em m = c c o E c m m r A o in c O m _ m m £ o E U m m �= p 0 m N VI o p O O O O O O O O Ld [V 17 O c f O LL U m m n n 2 a C m m a u m a m a fV fV tV f7 at Q N N O O O O O O O O O no J ❑ LL O ❑ n O ❑ n❑ 6 p ¢ 33 m o ';. n LL S FE ! n en n e vNi vp1i E c J� ❑ ❑ ❑ ❑ o o S - a a ,� j C m U U m m m L m k J:• fl \.,p-1 m c\'i cda - m m m ¢ ¢ ^ti m U m p CO O a 1 �0 O a00 O ry mO O e0 O 11 Y.{y(d0 O NO O E o ' ! m m U pm� 3UU[J� L LLQ� .j'Y!\ .:LL'ON❑ +1 ❑LL LL❑O LLP Ny�6mp¢h TS2 'c '° ❑ ❑ ❑ p ".. ❑ m ❑ m ❑ i (•XI #i tin m ❑ m ❑ Q T� N O CI Vl :• tJ~ n d C O m N d V d N LL 02 ❑ F rr. m 0 LL ❑ LL ❑ ..' f❑ ¢ O Q ib N I L yN C O m N C j L � O L V o Z o. a 3 N O m Y m J C N C C NC N y U L QQQc `o c a N N c 0 m E m y a o N Sao xc� o40dyto ma`m m« OI m L m L N U atipp ?OCL'0N: 9�0' ^ 0 0 OUJUS _ onmmd LZ "Q mT 0-5 U mC d m 0, N12m N 7 '0 w Om U`OC C m`= m o O m oy E NN m H L 3 U O E N m L N C 9 m L C V 0 C N E m N O C C N 9 C E g 0 9 C U O p 9 2- Ocm 0)� m >` OO an d N cOim a z C N' 12 O N O� O o a d o N 0 m a. m fV ci O m� a m a M. a m a c n M. m m m 0 0 0 0 m d 1 4 p O 0 O 1Q L l 1: m O c � 1 ZZ _ _ cS c 0 1 " m W 1 N O O O � 5 yl O d O ?n O O E O U d d o p ., d o m o ,,,+... r o n o ( i4Ri^`- sl'4 '-F'51�,4 E a > V U�� UU m cLLi .- o o o �ya1, -ict�a x'1� f �r cLLi :' u VP m O m m c a ? y y O o m m d j C T a E c v m d M N � m o d dm m c E m o m 0 m L m r E = U a U m c m m a N O O « m m m m t ¢ J ¢ m K m � o o N J C m m E E V E O U U ... U m O a:. O OE o Om OJT , U Ip ": U U m K g y m O O m K k!liryL: m d m > 4 m o o ffl € d m m � � m O O J IL 9 m OV.S' O U r N 7" m a m .O U m m L z fV (V N t7 t7 m m O yj 00 O 000 "G O _ 00000 d O 6 O O 0 0 � M n = a m ]1 d Mr C N d pp c {4 N n m m m m O m coma-mmmmu >� c C I O E I rmn O O 1= y E Z m m CO S m 5 y 0 € E > m C d « =I E L C c E d« .0a E v m c o U m J O m A O 2 O d d d and �IV m99 n d a c d19 ° u d = o? a OoE pEo y c y m O U U J C 3 N _ y p 9 K d O d V m V y L d L O C N m d L L W p 00 op L+ d L 0 N N C p^- a d 0 U Y Y NN m V O�i d «0 0 N O 5� o e d .d. « U« O m a 2 oc nn od e J m _ Emmoodd C 'd . 0d Od m$ J d O m'.E V OIE aL a T 0 > SoAd Lr .-L k L m m$ m C O d d N d a m Z'o v O d 0 E c o u d c L= ° y u u w .d..Z .� 9domd'o mdwmy- d m o m udi w c c c c n E E K m Ao a m« o E 5 o d a o V. 01E U d m C C y d O d N N d N d u N E � D o •c c c `0 E 10 0 0 �_ d j 6 C O C b oa E N N d E^ m 5424 E 2 2 w E J c J E j L m m m J d C a 'O C C •O C q O m m J� O y•r-••.La X'o U U dU U.m. 0 0 E OJ ¢E y Y Y p m m m N c^ N Z E m y o E E y U a 5 A a ti Q A N tl] 13ank One, NA FREC 031 Legal Title of Bank RCG28 Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number -03618 39 Schedule RC-T—Fiduciary and Related Services Items 12 through 23 and Memorandum Item 4 will not be made available to the public on an Individual Institution basis. RCF YESINO 1. Does the bank have fiduciary powers? (If "NO", do not complete Schedule RC-T.) A3451 YES 11 RCF T YES/NO 2. Does the bank exercise the fiduciary powers it has been granted? A346 YES 2 3. Does the institution have any fiduciary or related activity (in the form of assets or accounts)? RCF YES / NO (If "NO," do not complete the rest of Schedule RC-T.) I B8671 YES 13 If the answer to item 3 is "YES", complete the applicable items of Schedule RC-T, as follows: Institutions with total fiduciary assets (item 9, sum of columns A and B) greater than $250 million (as of the preceding December 31) or with gross fiduciary and related services income greater than 10% of revenue (net interest income plus noninterest income) for the preceeding calendar year must complete: • Items 4 through 19.a quarterly, • Items 20 through 23 annually with the December report, and • Memorandum items 1 through 4 annually with the December report_ Institutions with total fiduciary assets (item 9, sum of columns A and B) greater than $100 million but less than or equal to $250 million (as of the preceding December 31) that do not meet the fiduciary income test for quarterly reporting must complete: • Items 4 through 23 annually with the December report, and • Memorandum items 1 through 4 annually with the December report. Institutions with total fiduciary assets (item 9, sum of columns A and B) of $100 million or less (as of the preceding December 31) that do not meet the fiduciary income test for quartedy reporting must complete: • Items 4 through 11 annually with the December report, and • Memorandum items 1 through 3 annually with the December report. Dollar Amoi FIDUCIARY AND RELATED. 4. Personal trust and agern 5. Retirement related trust a. Employee benefit-defii b. Employee benefitdefii c. Other retirement ascot 6. Corporate trust and ager 7. Inventment management 8. Other fiduciary accounts (Column A) Managed Assets (Column B) Non -Managed Assets (Column C) Number of Managed Accounts (Column D) Number of NorManaged Accounts rots in Thousands Tril I Bit I Mil I Thou TO I Bit I Mil I Thou r - -.� 4SSETS RCFD B868 RCFD B869 RCFD B870 RCFD B871 .y accounts 5.122,000 408,000 5,439 205 and agency accounts: RCFD 8872 RCFD B873 RCFD B874 RCFD B875 led contribution 222,000 63,000 125 119 RCFD B876 RCFD B877 RCFD 8878 RCFD 8879 led benefit 364,000 438,000 76 44 RCFD B880 RCFD B881 RCFD B882 RCFD B883 lnts 244,000 131,000 274 61 RCFD B884 RCFD 8885 RCFD C001 RCFD C002 icy accounts_ 31,000 13,938.000 7 7,189 agency accounts RCFD 8886 - RCFD 8888 3,492.000 1,656 RCFD 8890 RCFD B691 RCFD B892 RCFD B893 1,565,000 400,000 2,062 180 5.a 5.b 5.c Bank One, NA Legal Tide of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-T—Continued Dollar Amounts in Thousands FIDUCIARY AND RELATED ASSETS —Continued 9. Total fiduciary accounts (sum of items 4 through 8) 10. Custody and safekeeping accounts 11. Fiduciary accounts held in foreign offices (included in items 9 and 10) (Column A) (Column B) (Column C) (Column D) Managed Nan -Managed Number of Number of Assets Assets Managed Non -Managed Accounts Accounts Tnl I Bil I Mill I Thou Tnl I B,I I Mil I Thou RCFD B894 RCFD B895 RCFD B896 RCFD B897 111040,000 15,378,000 9,639 7,798 RCFD 8898 'I. a _. RCFD B899 Yry 17,396'000 2,436 RCFN 8900 RCFN B901 RCFN 8902 RCFN 8903 0 0 0 0 12. Personal trust and agency accounts 13. Retirement related trust and agency accounts: a. Employee benefit —defined contribution b. Employee benefit —defined benefit c. Other retirement accounts 14. Corporate trust and agency accounts 15. Investment management agency accounts 16. Other fiduciary accounts 17. Custody and safekeeping accounts 18. Other fiduciary and related services income 19. Total gross fiduciary and related services income (sum of items 12 through 18) (must equal Schedule RI, item 5.a) a. Fiduciary and related services income -foreign offices (included in item 19)_ 20. Less: Expenses 21. Less: Net losses from fiduciary and related services 22. Plus: Intracompany income credits for fiduciary and related services 23. Net fiduciary and related services income Memoranda Dollar Amounts in Thousands 1. Managed assets held in personal trust and agency accounts: a. Non interest -bearing deposits b. Interest -bearing deposits c. U.S. Treasury and U.S. Government agency obligations d. State, county and municipal obligations e. Money market mutual funds f. Other short-term obligations g. Other notes and bonds h. Common and preferred stocks I. Real estate mortgages j. Real estate k. Miscellaneous assets I. Total assets of managed personal trust and agency accounts (sum of Memorandum items 1.a through 1.k) (must equal Schedule RC-T, item 4, column A) Managed Assets RCFq BII I Mil I Thou B913 NIA B914 NIA B915 NIA B916 N/A B917 WA B918 NIA B919 NIA 8920 NIA B921 NIA 8922 NIA 8923 NIA B85e NIA FFIEC 031 RC-29 40 10 11 12 13.a 13.b 13.c 14 15 16 17 18 19 19.8 M.1.a M.1.b M.1.c M.1.d M.1.e MA J M.1.g M.1.h M.1.i M.1.j M.1.k M.1.1 Bank One, NA Legal Tide of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-T—Continued Memoranda —Continued Corporate trust and agency accounts: a. Corporate and municipal trusteeships b. Transfer agent, registrar, paying agent, and other corporate agency Dollar Amounts in Thousands 3. Collective investment funds and common trust funds: a. Domestic equity b. Intemational/Global equity c. Stock/Bond blend d. Taxable bond e. Municipal bond f. Short tens investments/Money market g. Specialty/Other It. Total collective investment funds (sum of Memorandum items 3.a through 3.g) Dollar Amounts in Thousands 4. Fiduciary settlements, surcharges and other losses: a. Personal trust and agency accounts b. Retirement related trust and agency accounts c. Investment management agency accounts d. Other fiduciary accounts and related services e. Total fiduciary settlements, surcharges, and other losses (sum of Memorandum items 4.a through 4.d) (sum of columns A and B minus column C must equal Schedule RC-T, Item 21) John Dible, Accountant Name and Tide (TEXT B962) john dible@bankone.com E-mail Address (TEXT B926) Number of Principal Amoun Issues Outstanding IRCFCI Sit I Mil I Thou (Column A) Number of Funds (Column B) Market Value of Fund Assets RCF • :' RCFj Bil I Mil I Thou B931 WA B932 WA B933 WA B934 WA B935 WA B936 WA B937 WA B938 WA B939 WA B940 WA B941 WA B942 WA B943 WA B944 WA B945 WA B946 WA (Column A) (Column B) (Column C) Gross Losses Gross Losses Recoveries Managed Non -Managed Accounts Accounts RIAD Mil I Thou RIAD MII I Thou RIAD I MII I Thou ` B9471 WA 8948 WA B949 WA B950 WA B951 WA B9521 WA 8953 WA B954 WA 8955 WA 8956 WA B957 WA B958 WA ' 8959 WA B960 WA B9611 WA 614-248-4772 614-244-2213 Telephone: Area code/phone number/extension (TEXT B963) FAX: Area code/phone number (TEXT B964) FFIEC 031 RC-30 M.3.a M.3.b M.3.c M.3.d M.3.e M.3.f M.3.g M.3.h MA.a M.4.b M.4.c MA.d M.4.e Optional Narrative Statement Concerning the Amounts FFIEC 031 Reported in the Reports of Condition and Income RC-31 at close of business on June 30, 2003 Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST 42 Bank One, NA Chicago IL 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 Schedule RC-T, items 12 through 23 and Memorandum item 4, is regarded as confidential and will not be released to the public. BANKS CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC-T, OR ANY OTHER INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a statement may check the "No comment' box below and should make no entries of any kind in the space provided for the narrative statement; I.e., DO NOT enter in this space such phrases as "No statement," "Not applicable," "N/A," "No comment," and "None." The optional statement must be entered on this sheet. The state- ment 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 char- acters, 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 acuracy. 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 trucnation of the statements exceeding the 750-character limit described above.) THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVI- SORY AGENCIES FOR ACCURACY OR RELEVANCE DISCLO- SURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CON- FIRMED THE ACCURACY OF THE INFORMATION CONTAINED THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUB- MITTED BY THE MANAGEMENT OF THE REPORTING BANK -- X = NO COMMENT Y = COMMENT BANK MANAGEMENT STATEMENT (please type or print clearly): TEXT ( 70 characters per line ) 69eo State of Michigan Deposits - $430 million Signature of Executive Officer of Bank Date of Signature THIS PAGE IS TO BE COMPLETED BY ALL BANKS 5 on 08/08/2003 at 08:08:16 CST NAME AND ADDRESS OF BANK Bank One, NA 1 Bank One Plaza, Ste ILt-0309 Chicago, IL 60670 OMB No. For OCC: 1557-0081 OMB No. For FDIC: 3064-0052 OMB No. For Federal Reserve: 7100-0036 Expiration Date: 4/30/2006 SPECIAL REPORT 3618 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 their excutive 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). (Excluded 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 O) 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. a. Number of loans made to executive officers since the previous Call Report date 3561 0 a b. Total dollar amount of above loans (in thousands of dollars) 3562 0 b c. Range of interest charged on above loans From To (example: 9-3/4%=9.76) 177011 0.00% rr0z 0.00% c Bond of Gaewnws of nw Feeerw ttee sym OMB Nunbr. 7100003e Fe D"xA Yeuanae Corpwwan OMB Nunba:30e4CDW OMa of the Cwnplmler of art cu wwy OMB Nunber. 16574MI Federal Financial Institutions Examination Council E'0esAprl30,2008 PNw rwrropapa4 Table of Caawaa, fw the WAAVd dbrJo of eeYneed burden. Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices—FFIEC 031 Report at the close of business September 30, 2003 This report Is required by law: 12 U.S.C. §324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); and 12 U.S.C. §161 (National banks). NOTE: The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two cilmdors (trustees) for State nonmember banks and three directors for State member and National banks. I, Willem L. Tibaka, Senior Vice President Name and This of OIIIoerAuetplted to Sian Report of the named bank do hereby declare that the Reports of Condition and Income (Including the supporting schedules) for this report date have been prepared In conformance with the instructions Issued by the appropriate Federal regulatory authority nd are true to. the best of my knowledge and belief. _ �t(cpw .� D� Slpnaturs of Oelar rizad to Ian Report 11/6/2003 Date or signaiwre Submission of Reports Each bank must prepare its Reports of Condition and Income either. (a) in electronic forth and then file the computer data file directly with the banking agendas' collection agent, Electronic Data Systems Corporation (EDS), by modem or on computer diskette; or (b) In hard -copy (paper) forth and arrange for another party to convert the paper report to electronic form. That party 20030930 (RCRI 9999) This report form Is to be filed by banks with branches and cot solidated subsidiaries In U.S. territories and possessions, E0 Agreement subsidiaries, foreign branches, consolidated fore► subsidlmdes, or International Banking Facilities. The Reports of Condition and Income are to be prepared In accordance with Federal regulatory authority Instructions. We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (Including the supporting schedules) for this report data and declare that it has been examined by us and to the best of our knowledge and belief has been prepared In conformance with the Instructions Issued bxAm4pproprlats Federal regulatory authority and a and aofrnecL (If other than EDS) must transmit the bank's computer data file to EDS. For electronic filing assistance, contact EDS Call Report Services, 13890 Bishops Drive, Suite 110, Brookfield, WI S300S, telephone (800) 288.1571. To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach this signature page (or a photocopy or a omputer-generated version of this page) to the hard -copy record of the compistet report that the bank places In its flies. FDIC Certificate Number. 03818 Bank One NA (RCRI 60� Excel eOfBank 9W 9010) Chldago Chy (T% 9130) IL 80870 State Aboray. (TEXT 9200) 10(1(TITT 9220) . load of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Current: FIFEC 031 Consolidated Reports of Condition and Income for Page I A Bank With Domestic and Foreign Offices n Table of Contents Signature Page Cover Contact Information _ it Report of Income Schedule RI - Income Statement RI.1, 2, 3 Schedule RI -A- Changes in Equity Capital RI-4 Schedule RI-B - Charge -offs and Recoveries on Loans and Leases and Changes in Allowance for Loan and Lease Losses _ RI.4, 5,6 Schedule RI-D - Income from International Operations RI-6 Schedule RI-E - Explanations RI-T 8 Disclosure of Estimated Burden The estlmded avea0. When asmdSW Wt h this infometim odled;on is 07.0 hove per rsspatlen d is esehaled bray hom 15 b 5501 per ,esponee, daps lirgw IndM " apureleax eaten esumm.e t . fs tiro. forr seeing in5mtllas, Wtheri g and �ddning date in ft mgulred 1a end amplefng the irdanston odlmion. Wt evdWe the um. for oanpilbhg art manminng We.r snthen —us, of a'.sp nrs acuvifes. A Federal agency may ndl axd,cl a spmsa, a%, w aWs® (aa pss.n)is h nWhad W rsapond to a cdlecum of fdo .,trot. it dWye a amenfy veld OMB mhbol nanbsr. Carmend cmceming tlle.mfery of this buN esW,eil. and Wggestaq fa redwhg this Wden slwfd Wdoted bfha 010 W of lnfameton erd Regulalay Mars, Off® of Managernsd and BuhpL Wse1*Vtw. D.C. 205e1, end to a,. of fw fdbMr g: 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 Report of Condition Schedule RC - Balance Sheet _ RC-1, 2 Schedule RC -A- Cash and Balances Due From Depository Institutions RC-3 Schedule RGB - Securities RC-3, 4, 5 Schedule RC-C - Loans and Lease Financing Receivables: Part I. Loans and Leases RC-6, 7 Part II. Loans to Small Businesses and Small Farms (to be completed for the June report only, not Included in the fors for the September and December reports) _ RC-7a, 7b 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 RCG - Other Liabilities RG11 Schedule RC-H - Selected Balance Sheet Items for Domestic Offices RC-12 Schedule RC-1-Assets and Liabilities of IBFs _ RG72 Schedule RC-K- Quarterly Averages RG13 Schedule RC-L - Derivatives and Off -Balance Sheet Items RC-14, 15 Schedule RGM - Memoranda RG16 Schedule RGN - Past Due and Nonaccrual Loans, Leases, and Other Assets RC-17, 18 Schedule RC-O - Other Data for Deposit Insurance and FICO Assessments RC-1 S. 20 Schedule RC-R - Regulatory Capital RG21,22, 23,24 Schedule RC-S - Servicing, Securitization, and Asset Sales Activities RC-25,26,27 Schedule RC-T - Fiduciary and Related Services RC-28, 29, 30 Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income RC-31 Special Report (to be completed by all banks) For information or assistance, National and State nonmember banks should contact the FDIC's Reports Analysis and Quality Control Section, 550 17th Street, NW, Washington, D.C. 20429, toll free on (800) 688-FOIC(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. FREC 031 Page 7 3 Emergency Contact Information This information is being requested so the Agencies can distribute critical. time sensitive information to emergency contacts at banks. Please provide primary contact information for a senior official of the bank who has decision -making authority. Also provide information for secondary contact if available. Enter "none" for the contact's e-mail address or fax number if not available. Emergency contact information is for the confidential use of the Agencies and will not be released to the public. Primary Contact Matthew A. Reece Name (TEXT C366) Vice President Title (TEXT C367) Matthew-A-Raece@bankone.com E-Mail Address (TEXT C366) 312-407.3685 Telephone: Area Code/phone number/extension (TEXT C369) 312-407-5698 Fax: Area code/phone number (TEXT C370) Secondary Contact David Trzesniewski Name (TEXT C371) First Vice President Title (TEXT C372) david_tmesniewskl@bankone.com E-Mail Address (TEXT C373) 312-407.1669 Telephone: Area code/phone number/extension (TEXT C374) 312-407.5698 Fax: Araa code/phone number (TEXT C375) USA PATRIOT Act Section 314(a) Anti -Money Laundering Contact Information This information is being requested to identify points -of -contact who are in charge of your depository institution's Section 314(a) searches and who could be contacted by federal law enforcement officers for additional information related to anti-terrorist financing and anti -money laundering. Please provide information for a secondary contact if available. Enter "none" for the contacts's e-mail address or fax number if not available. USA PATRIOT Act Contact information is for the confidential use of the Agencies and will not be released to the public. Primary Contact Phil A Deluca Name (TEXT C437) First Vice President Title (TEXT C438) phillip_a_deiuca@bankone.com E-Mail Address (TEXT C439) 614-213.3196 Telephone: Area code/phone number/extension (TEXT C440) 614-213-4548 Fax: Area code/phone number (TEXT C441) Secondary Contact John W Dyer Name (TEXT C442) Senior Investigator nee (TEXT C443) John_w_dyer@bankone.com E-Mall Address (TEXT C444) 614-2483722 Telephone: Area code/phone numbedextension (TEXT C445) 614-248.8978 Fax: Area code/phone number (TEXT C446) Bank One, NA Legal Title of Bank Chicago City It. 60670 State Zip Code Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number • 03618 Consolidated Report of Income for the period January 1, 2003 — September 30, 2003 All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars. Schedule RI —Income Statement Dollar Amounts in Thousands 1. Interest Income: a. Interest and fee income on loans: (1) In domestic offices: - (a) Loans secured by real estate (b) Loans to finance agricultural production and other loans to fanners (c) Commercial and industrial loans (d) Loans to individuals for household, family, and other personal expenditures: (1) Credit cards (2) Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards) (a) Loans to foreign governments and official institutions _ (f) All other loans in domestic offices (2) In foreign offices. Edge and Agreement subsidiaries, and IBFs (3) Total interest and fee income on loans (sum of items 1.a.(1)(a) through 1.a.(2)) b. Income from lease financing receivables c. Interest income on balances due from depository institutions: (1) d. Interest and dividend income on securities: (1) U.S. Treasury securities and U.S. Government agency obligations (excluding mortgage backed securities) (2) Mortgage -backed securities (3) All other securities (Includes securities issued by states and political subdivisions in the U.S.) e. Interest income from trading assets f. Interest Income on federal funds sold and securities purchased under agreements to resell g. Other interest income h. Total interest income (sum of Items 1.a.(3) through 1.g) 2. Interest expense: a. Interest on deposits: (1) Interest on deposits In domestic offices: (a) Transaction accounts (NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) (b) Nontransaction accounts: (1) Savings deposits (Includes MMDAs) (2) Tlme deposits of $100,000 or more (3) Time deposits of less than $100,000 (2) Interest on deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs b. Expense of federal funds purchased and securities sold under agreements to repurchase c. Interest on trading liabilities and other borrowed money (1) Includes interest income on time cer0ficates of deposits not held for trading. RIAD I Bil I Mil Thcu 4011 1,196,000 4024 19,000 4012 1,026,000 B465 771,000 B486 183,000 4056 0 B487 330,000 4059 196,000 4010 3.721,000 4065 284,000 4115 22,000 w e4ae 99,000 84891 843,000 4060 816,000 4069 27,000 4020 133,000 4518 23,000 4107 5,968,000 r 45081 16,000 .ra7;xv1;T9b"?t'"�%fD?1_t s 0093 448,000 A517 228,000 A518 350,000 4172 235,000 4180 109,000 4185 579,000 FREC 031 RI-1 1.a.1.a t.a.1.b 1.a.1.c 1.a.1.d.1 1.a.1.d.2 t.a.1.e 1.a.1.f 1.a.2 t.a.3 1.b 1.c 1.d.1 1.d.2 1.d.3 1.e 1.f 1.g 1.h 2.a.1.a 2.a.1.b.1 2.a.1.b.2 2.a.1.b.3 2.a.2 2.b 2.c Bank One, NA Legs) Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number - 03618 Schedule RI -Continued Dollar Amounts in Th 2. Interest expense (continued): d. Interest on subordinated notes and debentures e. Total interest expense (sum of items 2.a through 2.d) 3. Net interest income (item 1.h minus 2.e) 4. Provision for loan and lease losses 5. Noninteresl income: a. Income from fiduciary activities (1) b. Service charges on deposit accounts in domestic offices _ c. Trading revenue (2) d. Investment banking, advisory, brokerage, and underwriting fees and commissions e. Venture capital revenue f. Net servicing fees g. Net securitization Income h. (1) Underwriting Income from Insurance and reinsurance activities (2) Income from other Insurance activities 1. Net gains (losses) on sales of loans and leases j. Net gains (losses) on sales of other real estate owned k. Net gains (losses) on sales of other assets (excluding securities) I. Other noninterest income' m. Total noninterest income (sum of items 5.a through 5.1) 6. a. Realized gains (losses) on held -to -maturity securities b. Realized gains (losses) on available -for -sale securities 7. Noninterest expense: a. Salaries and employee benefits _ b. Expenses of premises and fixed assets (net of rental income) (excluding salaries and employee benefits and mortgage interest) c. (1) Goodwill impairment losses (2) Amortization expense and impairment losses for other intangible assets d. Other noninterest expense' e. Total noninterest expense (sum of Items 7.a through 7.d) 8. Income (loss) before Income taxes and extraordinary items, and other adjustments (item 3 plus or minus items 4, 5.m, 6.a, 6.b, and 7.e) 9. Applicable Income taxes (on Item 8) 10. Income (loss) before extraordinary items and other adjusments (item 8 minus item 9) 11. Extraordinary Items and other adjustments, net of Income taxes' 12. Net Income (loss) (sum of items 10 and 11) Describe on Schedule RI-E - Explanations. (1) For banks required to complete Schedule RC-T. items 12 through 19. income from fiduciary activities reported in Schedule RI, item 5.a, must equal the amount reported in Schedule RC-T. item 19. (2) For banks required to complete Schedule RI, Memorandum item 8, trading revenue reported in Schedule RI, item 5.c must equal the sum of Memorandum items 8.a through 8.d. FFIEC 031 RI-2 2.d 2.e 3 4 5.a 5.b 5.c 5.d 5.e 5.f 5.g S.h.t 5.h.2 5.i 5.j 5.k 5.1 7.a 7.b 7.c.1 7.c.2 7.d To Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11107/2003 at 11:18:11 CST FDIC Certificate Number - 03618 - Schedule RI —Continued Memoranda Dollar Amounts in Thousands 1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after August 7, 1986, that is not deductible for federal Income tax purposes 2. Income from the sale and servicing of mutual funds and annuities in domestic offices (Included in Schedule RI, item 8) 3. Income on tax-exempt loans and leases to states and political subdivisions in the U.S. (Included in Schedule RI, items 1.a and 1.b) 4. Income on tax-exempt securities issued by states and political subdivisions in the U.S. (included in Schedule RI, item 1.d.(3)) 5. Number of full-time equivalent employees at end of current period (round to nearest whole number) 6. Not applicable 7. If the reporting bank has restated its balance sheet as a result of applying push dowr accounting this calendar year, report the date of the bank's acquisition (1) 8. Trading revenue (from cash instruments and derivative instruments) (sum of Memorandum items 8.a through 8.d must equal Schedule RI, item 5.c) (To be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding calendar year.): a. Interest rate exposures b. Foreign exchange exposures c. Equity security and Index ex d. Commodity and other exposu expo Year -to -Date RIAD Bil MR Thou 4513 2,000 8431 37,000 ; '%vttC:A5i11GM.4';ii?:'i1. It's 4313 �c^HF4:i'iiv"r�.t9#f1�Wlt•��;c: �(21,000 4507 33,000 ?+iris'; Number 4tso 28,452 CCYY/MM/DD 910s WA RiAD Bil Mil Thou 8757 116,000 a758 78,000 9. Impact on income of derivatives held for purposes other than trading: a. Net increase (decrease) to Interest income b. Net (increase) decrease to Interest expense _ c. Other (noninterest) allocations 10. Credit losses on derivatives (see instructions) 11. Does the reporting bank have a Subchapter S election in effect for federal Income tax purposes for the current tax year 7 (1) For example, a bank acquired on June 1, 2001, would report 20010601 FFIEC 031 RI-3 MA M.2 M.3 MA M.5 M.7 M.8.a M.8.b M.B.c M.8.d 10 11 Bank One, NA 'Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number - 03618 Schedule RI -A —Changes in Equity Capital Indicate decreases and losses in parentheses. Dollar Amounts in Thousands 1. Total equity capital most recently reported for the December 31, 2002, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income) _ 2. Restatements due to corrections of material accounting emors and changes in accounting principles' 3. Balance end of previous calendar year as restated (sum of items 1 and 2) 4. Net income (loss) (must equal Schedule RI, item 12) 5. Sale, conversion, acquisition, or retirement of capital stock, net (excluding treasury stock transactions) 6. Treasury stock transactions, net _ 7. Changes incident to business combinations, net 8. LESS: Cash dividends declared on preferred stock 9. LESS: Cash dividends declared on common stock 10. Other comprehensive income (1) 11. Other transactions with parent holding company' (not included in items 5, 6, 8, or 9 above) 12. Total equity capital end of current period (sum of items 3 through 11) (must equal Schedule RC, item 28) FFIEC 031 RI4 U RIAD Bil I Mi Thou 3217 17.541,000 B507 0 B508 17,541.000 4340 1,553,000 8509 0 13510 0 4356 782,000 4470 0 4460 1,713,000 8511 157,000 4415 (696.000) 3210 17,310,000 • Describe on Schedule RI-E - Explanations. (1) Includes changes in net unrealized holding gains (losses) on available -for -sale securities, changes in accumulated net gains (losses) on cash flow hedges, foreign currency translation adjustments, and changes in minimum pension liability adjustments. Schedule RI-B—Charge-offs and Recoveries on Loans and Leases and Changes in Allowance for Loan and Lease Losses Part t. Charge -offs and Recoveries on Loans and Leases Part I Includes charge -offs and recoveries through the allocated transfer risk reserve. Dollar Amounts in Thousands 1. Loans secured by real estate: a. Construction, land development, and other land loans in domestic offices It. Secured by farmland in domestic offices c. Secured by 14 family residential properties in domestic offices: (1) Revolving, open-end loans secured by 1.4 family residential properties and extended under lines of credit (2) Closed -end loans secured by 14 family residential properties: (a) Secured by first liens (b) Secured by junior liens d. Secured by multifamily (5 or more) residential properties in domestic offices e. Secured by nonfarm nonresidential properties in domestic offices I. In foreign offices 2. Loans to depository institutions and acceptances of other banks: a. To U.S. banks and other U.S. depository institutions b. To foreign banks 3. Loans to finance agricultural production and other loans to farmers 4. Commercial and industrial loans: a. To U.S. addressees (domicile) b. To non-U.S. addressees (domicile) (1) Include writedowns arising from transfers of loans to a held -for -sale account. ( Column A) I ( Column B ) Charge -offs 1 Recoveries Calendar ear -to -date RwD Bil I Mil I Thou I MAD I Bil I MB I Thou 35821 23.000 13583 3,000 35841 0 13585 0 . 5411 67,000 15412 6,000 C234 80,000 c2n 8,000 C235 37,000 C218 2,000 A1P?�+' K" 35881 1,000 3599 2,000 1590 31,000 3581 9,000 8512 0 e513 0 4R91I 0 14663 0 4e54 6,000 I 4664 2,000 4655 0 4665 0 'igef.�yr:3, iatz:.."sr._w,'1 4645 363,000 4e17 118,000 4646 14,000 4a1e 7,000 5 6 7 8 9 10 11 12 t.e t.b t.c.1 1.c.2.a 1.c.2.b 2.a 2.b 3 4.a 4.b Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number - 03618 - Schedule RI-B—Continued Part I. Continued 5. Loans to individuals for household, family, and other personal expenditures: a. Credit cards b. Other (includes single payment, installment, all student loans and revolving credit plans other than credit cards) 6. Loans to foreign governments and official institutions 7. All other loans 8. Lease financing receivables: a. To U.S. addressees (domicile) b. To non-U.S. addressees (domicile) 9. Total (sum of items 1 through 8) Memoranda Dollar Amounts in Thousands 1. 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 2. Loans secured by real estate to non-U.S. addresses (domicile) (included in Schedule RI-8, part I, item 1, above): ( Column A) I ( Column B) Charge -offs (II Recoveries FFIEC 031 RI-5 MA M.2 3. Not applicable. 4) Memorandum item 4 is to be completed by banks that (1) together with affiliated Institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks Calendar as defined for Uniform Bank Performance Report purposes. ear -to -data Uncollectible retail credit card fees and finance charges reversed against income (i.e., RIAD 95 Mu thou not Included In charge -offs against the allowance for loan and lease losses) _ c3ee 65,000 MA (1) Include write -downs arising from transfers of loans to a held -for -sale account. ( Column A) I ( Column B ) Charge -offs 1 Recoveries Calendar ear -Iodate RIAD Bil Mil Thou IiwD BII Mil Thou 54091 12,000 1541ol 6.000 4652 0 146621 0 Bahk One. NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number- 03618 Part II. Changes in Allowance for Loan and Lease Losses Dollar Amounts in Thousands 1. Balance most recently reported for.the December 31, 2002. Reports of Condition and Income (i.e., after adjustments from amended Reports of Income) 2. Recoveries (must equal part I, Rem 9, column B above) 3. LESS: Charge -offs (must equal part 1, item 9, column A above less Schedule RI-B, part II, item 4) 4. LESS: Write -downs arising from transfers of loans to a held -for -sale account 5. Provision for loan and lease losses (must equal Schedule RI, item 4) 6. Adjustments' (see instructions for this schedule) 7. Balance end of current period (sum of items 1, 2, 5, and 6, less items 3 and 4) (must equal Schedule RC, item 4.c) Memoranda Dollar Amounts in Thousands 1. Allocated transfer risk reserve included in Schedule RI-B, part 11, item 7, above Memorandum items 2 and 3 are to be completed by banks that (1) together with affiliated Institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. 2. Separate valuation allowance for uncollectible retail credit card fees and finance charges 3. Amount of allowance for loan and leases losses attributable to retail credit card fees and finance charges Describe on Schedule RI-E-Explanations. Schedule RI-D-Income from International Operations RiAD Bil I Mil I Tfxxr 6522 3,525.000 4e05 249,000 C079 1,089,000 5523 74,000 4230 696,000 C233 (35,000) 31231 3,272,000 RIAO I Bil I Mil I Thou C4351 0 MMyt^ ry;FF kJ � �c1i c3s9 27,000 C390 0' For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs where international operations account for more than 10 percent of total revenues, total assets, or net income. Dollar Amounts in Thousands 1. Interest income and expense attributable to international operations: a. Gross Interest income b. Gross interest expense 2. Net Interest income attributable to International operations (Item 1.a minus 1.b) 3. Noninterest Income and expense attributable to international operations: a. Noninterest income attributable to International operations b. Provision for loan and lease losses attributable to International operations c. Other noninterest expense attributable to International operations d. Net noninterest income (expense) attributable to International operations (item 3.a minus 3.b and 3.c) 4. Estimated pretax income attributable to intemational operations before capital allocation adjustment (sum of items 2 and 3.d) 5. Adjustment to pretax income for Internal allocations to international operations to reflect the effects of equity capital on overall bank funding costs 6. Estimated pretax Income attributable to international operations after capital allocation adjustment (sum of items 4 and 5) 7. Income taxes attributable to Income from International operations as estimated in item 6 8. Estimated net Income attributable to international operations (item 6 minus 7) Year -to -Date RIAD I Bit IlMil I�Thou 8523 332,000 0524 333,000 B525k. 1,000 4097 166,000 4235 7.000 4239 127,000 49431,7_ 32,000 48" ar. tyM+ix:e 31,000 w uh° 0 Re i seas 14,000 4046 17,000 a7s7 4,000 43411 13,000 FREC 031 RI-6 M.1 M.2 M.3 la 1.b 2. 3.a 3.b 3.c 3.d Bank One, NA Legal Tille of Bank Transmitted to EDS as 0013340 on 11107/2003 at 11:18:11 CST FDIC Certificate Number - 03618 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 Rl, and all significant items of other noninterest income and other noninterest expense in Schedule Rl. (See instructions for details.) Itemize and describe amounts that exceed 1% of the sum of Schedule RI, items 1.h and 5.m: TEXT a. Income and fees from the printing and sale of checks b. Earnings onfincrease in value of cash surrender valu C. Income and fees from automated teller machines (ATI d. Rent and other income from other real estate owned e. Safe deposit box rent f. 9• h. 2. Other noninterest expense (from Schedule RI, item 7.d): Itemize and describe amounts that exceed 1 % of the sum of of Schedule RI, items t.h and 5.m: TEXT a. b. C. d. e. f. 9• cols 4461 Credit card interchange fees 4461 564,000 4462 4462 N/A 4467 4463 N/A 3. Extraordinary Items and other adjustments and applicable income tax enect (Tr Item 11) (itemize and describe all extraordinary items and other adjustments): TEXT (1 4 a. 469 Discontinued operations b. FFIEC 031 RI-7 1.a 1.b 1.c 1.d 1.e 1.f 1.g t.h 2.a 2.c 2.e 10 1 c.(1 4469I4aesl WA�3.c.t f21 Acolicable income tax effect _ 144911 0 .�w'a»h.N3M€.;IfiJrj; �MI14 3.c.2 Bank Orle, NA 'Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number - 03618 - Schedule RI-E—Continued 4. R ct (fr a. b. 5.0 (it a. b. 6. A If, Year -to -Date - Dollar Amounts in Thousands RIAD &I Mil Thou astatements due to corrections of material accounting errors and ranges in accounting principles om Schedule RI -A, item 2) (itemize and describe all restatements):t ^q TEXT e52e WA as2e 8527 a527 WA Cher transactions with parent holding company (from Schedule RI -A, item 11) emize and describe all such transactions): TEXT F a49a Capital infusion from parent 4498 4,000 4499 Retum of ca list to parent aa99 700,000 tjustments to allowance for loan and lease losses ems; om Schedule RI-B, part ll, item 6) (itemize and describe all adjustments): TEXT h .`21Fy9w'4`AL". aszt Transfers to affiliates as2t 155,000 a522 Transfers due to merged institutions 4522 120,000 a. b. 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): RIAD X=NO COMMENT -Y= COMMENT _47fi X Other explanations (please type or print clearly): TEXT ( 70 characters per line ) FFIEC 031 RI-8 4.a 4.b 5.a 5.b 6.a 6.b Bank One, NA Legal Title of Bank Chicago City IL 60670 State Zip Code Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number - 03618 Consolidated Report of Condition for Insured Commercial and State -Chartered Savings Banks for September 30, 2003 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC —Balance Sheet Dollar Amounts in Thousands ASSETS 1. Cash and balances due from depository institutions (from Schedule RC -A): a. Noninterest-bearing balances and currency and coin (1) b. Interest -bearing balances (2) 2. Securities: a. Held -to -maturity securities (from Schedule RC-B, column A) b. Available -for -sale securities (from Schedule RC-B, column D) 3. Federal funds sold and securities purchased under agreements to resell: a. Federal funds sold in domestic offices b. Securities purchased under agreements to resell (3) 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale b. Loans and leases, net of unearned income es2B 105 464,000 c. LESS: Allowance for loan and lease losses 13 3 272,000 d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) 5. Trading assets (from Schedule RC-O) 6. Premises and fixed assets (including capitalized leases) 7. Other real estate owned (from Schedule RC-M) 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 9. Customers' liability to this bank on acceptances outstanding 10. Intangible assets: a. Goodwill b. Other intangible assets (from Schedule RC-M) 11. Other assets (from Schedule RC-F) 12. Total assets (sum of items 1 through 11) (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. (3) Includes all securities resale agreements in domestic and foreign offices, regardless of maturity. RCF BII Mil Thou .l 0081 14,869,000 0071 3,248,000 n9 nA' :;; r-- 1754 0 1773 54,330,000 CON aal. W`' B987 2,602,000 RCFE MVWPfWI 17F B989 11,329,000 53691 5,780,000 B529 102,192.000 3545 7.365,000 2146 1,478,000 2150 77,000 2130 398,000 2155 268,000 3163 847,000 0426 63,000 P21eo 11:606,000 2170 216452,000 FFIEC 031 RC-1 1.a 1.b 2.a 2.b 3.a 3.b 4.a 4.b 4.c 4.d 5 6 7 8 9 10.a 10.b 11 12 Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number - 03618 - Schedule RC —Continued Dollar Amounts in Thousands LIABILITIES - 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part 1) (1) Noninterest-bearing (1) 6631 42,380,000 (2)Interest-bearing 6636 82,993,000 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II) (1) Noninterest-bearing 6631 291,000 (2) Interest -bearing 6636 1 21.937,000 14. Federal funds purchased and securities sold under agreements to repurchase: a. Federal funds purchased in domestic offices (2) b. Securities sold under agreements to repurchase (3) 15. Trading liabilities (from Schedule RC-D) 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) 17. Not applicable 18. Bank's liability on acceptances executed and outstanding - 19. Subordinated notes and debentures(4) 20. Other liabilities (from Schedule RC-G) 21. Total liabilities (sum of items 13 through 20) 22. Minority interest in consolidated subsidiaries EQUITY CAPITAL 23. Perpetual preferred stock and related surplus 24. Common stock 25. Surplus (exclude all surplus related to preferred stock) 26. a. Retained earnings b. Accumulated other comprehensive income (5) 27. Other equity capital components (6) 28. Total equity capital (sum of items 23 through 27) 29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) p Bit Mil Thou CON �Y,;�!z': :: ,?ns ;-:.: 2200 125,373,000 iyY.JJ " 22001 22,228,000 B993 3,979,000 RCF 8995 6,031,000 3548 5,214,000 .-T, t, :{0AWd1V;s x.$,s 31901 24,883.000 2920 268,000 3200 4,827,000 2930 6,221,000 2948 199,024,000 3000 118,000 3838 0 3230 201,000 3839 9,164,000 3632 7,994,000 B530 491000 A130 0 3210 17,310.000 3300 216,452.000 FFIEC 031 RC-2 13.a 13A.1 13.a.2 13.b 13.b.1 13.b.2 14.a 18 19 20 21 22 23 24 25 26.a 26.b 27 28 29 Memorandum To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external RCF Number auditors as of any date during 2002 8724 WA M. 1 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 banles 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 = Attestation on bank management's assertion on the effectiveness of the bank's internal control over financial reporting by a certified public accounting firr 4 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firr (may be required by state chartering authority) 5 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 6 = Review of the bank's financial statements by external auditors 7 = Compilation of the bank's financial statements by external auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work (1) Includes total demand deposits and noninlerest-bearing time and savings deposits. (2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "other borrowed money." (3) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity. (4) Includes limited -life preferred stock and related surplus. (5) Includes rel unrealized holding gains (losses) on available -for -sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. (6) Includes treasury stock and unearned Employee Stock Ownership Plan shares. Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number -03618 Schedule RC -A —Cash and Balances Due From Depository Institutions Exclude assets held for tradinq. 1. Casl win a. C. b. Ci 2. Bala a. U, b. O it 3. Bala a. R b. O' 4. Bala S. Tote Scht (Column A) (Column B) Consolidated Domestic Dollar Amounts in Thousands Bank Offices RCFiiTjMfljTh0U RCON BII MII Thw 7 items in process of collection, unposted debits, and currency and 0022T 9613000 <^4C%d'",W�1•? ash items in process of collection and unposted debits imency and win rice due from depository institutions in the U.S. -..'j:::..`,.,,.:,a; ,;= 0020 aoeo oosz 8,238,000 1,373,000 1.445,000 S. branches and agencies of foreign banks (including their IBFs) :her commercial banks in the U.S. and other depository institutions the U.S. (including their IBFs) ooe3 0085 100.000 F 1,346,000 '_ 1 noes due from banks in foreign countries and foreign central banks sw!dG&+.:3;¢Ftxrr,",!gf 00701 12,000 0073 0074 6,000 6,508,000 V}-, . rreign branches of other U.S. banks her banks in foreign countries and foreign central banks noes due from Federal Reserve Banks 0090 544,000 0090 522,000 I (sum of items 1 through 4) (total of column A must equal F-5. s9�z. ,ry y r ? i=,;„+y ,X 1,w�zs+>• ,aq?,rE: 0010 18,117,000 loolol 11,590,000 ,dule RC, sum of items 1.a and 1.b) Schedule RC-B--Securities Exclude assets held for trading. Dollar Amounts in Thousands 1. U.S. Treasury securities 2. U.S. Government agency obligations (exclude mortgage -backed securities): a. Issued by U.S. Government agencies (1 b. Issued by U.S. Govemment-sponsored agencies (2) 3. Securities issued by states and political subdivisions in the U.S. Held-to-matud Available -for -sale (Column A) Amortized Cost (Column B) Fair Value (Column C) Amortized Cos (Column D) Fair Value RCF Bil I -Mill Thou RCFd Bit I Mil I Thou RCFCi Bit I Mil I Thou RCF BI Mil Thou 02111 0 02131 0 12e8 4,065,000 12871 4,028.000 4 �4'' 4 - 1239 0 7290 0 1291, 19,000 7293 19.000 :v5tdiaiWslsy: - - 9i ' .. 1294 0 12950 1297 984,000 7299 976,000' 12 : �:` Mbt%'+V tv`+'T:�rv:i? ) ii•.4104971 F; pE 849e 0 0 1 s49sl 1,077.000 s4991 1,120,000 (1) Includes Small Business Administration 'Guaranteed Loan Pool Certificates,' U.S. Maritime Administration obligations, and Export - Import Bank participation certificates. (2) Includes obligations (other than mortgage -backed securities) issued by the Farm Credit System, the Federal Home Loan Bank System, The Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Financing Corporation, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority. FFIEC 031 RCJ 1 le 1.b 2 2.a 2.b 3 3.a 3.b 4 2.a 2.b Bank One, NA 'Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18: 11 CST FDIC Certificate Number- 03618 - Schedule RC-B—Continued 4. Mortgag a. Pass (1) Gu (2)lss (3) Otl b. Other CMO: (1)Iss FHLf (2) Cc guar, (3) All 5. Asset-b a. Credi b. Home c. Auton d. Other e. Comr f. Other 6. Other d a. Other b. Foreil 7.lnvestm other eq readily d 8. Total (si Column (total of item 2.b Dollar Amounts in Thousands Held -to -maturity Available -For -sale (Column A) Amortized Cost (Coumn B) Fair Value (Column C) Amortized Cos (Column D) Fair Value RCF Bit I Mil I Thou e-backed securities (MBS): s :hrough securities:iiv-i4":�;�; aranteed by GNMA 169e 1 0 ued by FNMA and FHLMC 17031 0 ter pass -through securities 1709 0 mortgage -backed securities (include :, REMICs and stripped MBS): r @ f ued or guaranteed by FNMA, AC, or GNMA 17141 0 Ilateralized by MBS issued or inteed by FNMA, FHLMC, or GNM 1718 ~' 0 other mortgage -backed securities 1733 0 acked securities (ABS): I card receivables B838 0 i equity lines B842 0 labile loans s846 0 consumer loans B850 0 nercial and industrial loans 8854 0 BBSB 0 Bbt securities: r �;. 2:: domestic debt securities 1737 0 7n debt securities 1742 0 ants in mutual funds and r �,,,..+ uity securities with atenninable fair values (1) ,"'rat im of items 1 through 7) (total of >w ` , x s.. A must equal Schedule RC item 2 column D must equal Schedule RC s 1754 0« RCFO Bit I Mil I Thou RUT Bit I �Mllj Thou RCF 811 MY Thou , rkge 3,e'}11'�14 a� ., i yr <t , e, I ww 16991 0 1701 14.610,000 1702 14,784.000 1705 0 1706 13,405,000 1707 13,412,000 1710 0 1711 3,000 17131 3.000 Y}i;° S'� `"�w+l�! 41,`g'S,�k +i•<i �'a" '*'1� �' `�'k: 17151 0 17161 430,000 17111 427.000 a4 #Y''.%x` w<i'-:.t �,,,,�., ;yr f�;,;gt.olGA.+a ms 0 1731 0 1732 0 t734 0 1735 496,000 1736 496,000 ..1.".:ab':s `., "M 1+,. '•'. ;+= r e. +NX,;.uF "`�i , ;�!h*+.x`.,:ri 8839 0 B840 16,861,000 B841- 15,954,000 8843 0 B844 0 8845 0 ee47 0 B848 253,000 B849 253,000 8651 0 B852 282.000 B853 282,000 B855 0 8856 87,000 8857 87.000 8859 0 B860 0 B881 0 yr�,`a.:>1tt1 x �•: awval Wr P.<`K!:rirA• 4 k^•s"FA:e d+:;ifre, 1738 0 1739 707,000 17411 687,000 743 0 17" 1 441,000 —1746F 440,000 . J,a """? " ),h, �" , ' , • A61OF 1,357,000 A511 1.362 000 , , x t771 0 7772 54,077,000 1773 54.330,OD0 (1) Report Federal Reserve stock, Federal Home Loan Bank stock, and banker's bank stock in Schedule RC-F, item 4. FFIEC 031 RCA 4.a.1 4.a.2 4.a.3 4.b.1 4.b.2 4.b.3 5.a Sib 5.c 5.d 5.e 5.f 6.a 6.b Bank One, NA Legal Tille of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number - 03618 Schedule RC-B—Continued 1. Pledged securities (1) _ 2. Maturity and repricing data for debt securities (1, 2) (excluding those in nonaccrual status): a. Securities issued by the U.S. Treasury, U.S. Government agencies, and stales and political subdivisions in the U.S.; other non -mortgage debt securities; and mortgage pass -through securities other than those backed by closed -end first lien 14 family residential mortgages with a remaining maturity or next repricing date of:(3,4) (1) Three months or less (2) Over three months through 12 months (3) Over one year through three years (4) Over three years through five years (5) Over five years through 15 years (6) Over 15 years b. Mortgage pass -through securities backed by closed -end first lien 14 family residential mortgages with a remaining maturity or next repricing date of. (3,5) (1) Three months or less (2) Over three months through 12 months (3) Over one year through three years (4) Over three years through five years (5) Over five years through 15 years (6) Over 15 years c. Other mortgage -backed securities (include CMOs, REMICs, and stripped MBS; exclude mortgage pass -through securities) with an expected average life of: (6) (1) Three years or less (2) Over three years d. Debt securities with a REMAINING MATURITY of one year or less (Included in Memorandum items 2.a through 2.c above) 3. Amortized cost of held -to -maturity securities sold or transferred to available -for -sale or trading securities during the calendar year-to-date (report the amortized cost at date of sale or transfer) 4. Structured notes (included in the held -to -maturity and available -for -sale accounts in Schedule RC-B, items 2, 3, 5, and 6): a. Amortized cost b. Fair value FFIEC 031 RCS (1) Includes held -to -maturity securities at amortized cost and available -for -sale securities at fair value. (2) Exclude investments in mutual funds and other equity securities with readily determinable fair values. (3) Report fixed rate debt securities by remaining maturity and floating rate debt securities by next repricing date. (4) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonaccrual debt securities in the categories of debt securities reported in Memorandum item 2.a that are included In Schedule RC-N, item 9, column C, must equal Schedule RC-B, sum of items 1, 2, 3, 5, and 6, columns A and D, plus mortgage pass -through securities other than those backed by closed -end first lien 14 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D. (5) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual mortgage pass -through securities backed by closed -end first lien 14 family residential mortgages included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, item 4.a, sum of columns A and D, less the amount of mortgage pass -through securities other than those backed by closed -end first lien 14 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D. (6) Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual "Other mortgage -backed securities" included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, item 4.b, sum of columns A and D. 16 Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11107/2003 at 11:18:11 CST FDIC Certificate Number - 03618 Schedule RC-C—Loans and Lease Financing Receivables Part I. Loans and Leases Do not deduct the allowance for loan and lease losses or the allocated transfer risk reserve from amounts reported in this schedule. Report (1) loans and leases held for sale at the lower of cost or market value and (2) loans and leases held for investment, net of unearned income. Exclude assets held for trading and commercial paper. Dollar Amounts in Thousands 1. Loans secured by real estate a. Construction, land development, and other land loans b. Secured by farmland (including fans residential and other improvements) c. Secured by 14 family residential properties: (1) Revolving, open-end loans secured by 14 family residential properties and extended under lines of credit (2) Closed -end loans secured by 14 family residential properties: (a) Secured by first liens (b) Secured by junior liens d. Secured by multifamily (5 or more) residential properties e. Secured by nonfarm nonresidential properties 2. Loans to depository institutions and acceptances of other banks: a. To commercial banks in the U.S. (1) To U.S. branches and agencies of foreign banks _ (2) To other commercial banks in the U.S. b. To other depository institutions in the U.S. c. To banks in foreign countries (1) To foreign branches of other U.S. banks (2) To other banks in foreign countries 3. Loans to finance agricultural production and other loans to fanners 4. Commercial and industrial loans: a. To U.S. addressees (domicile) b. To non-U.S. addressees (domicile) 5. Not applicable. 6. Loans to Individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): a. Credit cards b. Other revolving credit plans c. Other consumer loans (includes single payment, installment, and and all student loans 7. Loans to foreign government and official institutions (Including foreign central banks) 8. Obligations (other than securities and leases) of states and political subdivisions in the U.S. 9. Other loans a. Loans for purchasing or carrying securities (secured and unsecured) b. All other loans (exclude consumer loans) 10. Lease financing receivables (net of unearned income) _ a. Of U.S. addressees (domicile) b. Of non-U.S. addressees (domicile) 11. LESS: Any unearned income on loans reflected in items 1-9 above 12. Total loans and leases, net of unearned income (sum of items 1 through 10 minus item 11) (total of column A must equal Schedule RC, item 4.a and 4,b) (Column A) Consolidated Bank (Column B) Domestic Offices RCF d Bit I Mail I Ttxxt RCONJ = Thou 14101 25,121,000 F t+ S >efi:1n1. tti i xxJ„„)t` ° �•- s! Y 14151 4,335 000 1420 99,000 i17k�"'f�11VA ns7 3,117,000 53s7 6.734.000 5368 1,295,000 14601 817.000 14801 8,653 000 5531 32,569,000 11 ..5f ",-F 9 �4r.'.,:+ 8533 33,432,000 B534 8,000 85341 8,000 B536 B537 63,000 140,000 15901 684,000 t5e0 1 584,000 .,..i;.�f.. tom. ..'�.,. w 17631 28,571.000 1763 28,244,000 1764 2.600,000 90.000 Y 41764 =tom. W. B538 8,534,000 05381 8.534,000 B53e 138,000 B639 137.000 WAR z011 194,000 zon 194,000 208t 0 2081 0 IiWIVAMPOWN it 21071 729,000 2107 729,000 1563 6,211,000 W4'i.'AW."K •. 1545 1,171,000 1564 4,704,000 r, y .; ].>"; i;i.. 2165 4,845,000 2182 4,101,000 ' ?!:v " 2183 818,000"�' 2123 0 2123 0 2122 111,244,000 21221 106.869,000 FFIEC 031 RC-6 1.c.2.a t.c.2.b 1.d 1.e 2.a 2.a.1 2.a.2 2.b 2.c 2.c.1 2.c.2 3 4.a 4.b 6.a 6.b 6.c 8 9 9.a 9.b 10 1 O.a 10.b 11 12 Bank One, NA FFIEC 031 Legal Tide of Bank RC-7 Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number - 03618 - 18 Schedule RC-C—Continued Part I. Continued 1. Loans and Leases restructured and in compliance with modified terms (included in Schedule RC-C, part I, and not reported as past due or nonaccrual in Schedule RC-N, Memorandum item 1) (exclude loans secured by 1-4 family residential properties and loans to individuals for household, family, and other personal expenditures) 1616F 0 M.1 2. Maturity and repricing data for loans and leases (excluding those in nonaccrual status): a. Closed -end loans secured by first liens on 1-4 family residential properties in domestic offices (reported in Schedule RC-C, part I, item t.c.(2)(a), column B) with a remaining maturity or next repricing date of: (1, 2) RCONJ A5641 235,000 (1) Three months or less M.2.a.1 A565 215,000 (2) Over three months through 12 months M.2.a.2 (3) Over one year through three years A566 258,000 M.2.a.3 (4) Over three years through five years A567 791,000 M.2.a.4 (5) Over five years through 15 years A568 2,395.000 M.2.a.5 (6) Over 15 years M.2.a.6 A569 2,585,000 b. All loans and leases (reported in Schedule RC-C, part I, items 1 through 10, column A) EXCLUDING closed -end loans secured by first liens on 14 family residential properties in domestic offices (reported in Schedule RC-C, part I item t.c.(2)(a), column B) with a remaining maturity or next repricing date of: (1,3) "-1Yrr3v�,l! (1) Three months or less A57o 68,689,000 M.2.b.1 A571 8,018,000 (2) Over three months through 12 months M.2.b.2 (3) Over one year through three years A572 14.871,000 M.2.b.3 (4) Over three years through five years _ _ A573 5.713,0 00 M.2.b.4 (5) Over five years through 15 years A574 4,614,000 M.2.b.5 (6) Over 15 years A575 1,037,000 M.2.b.6 c. Loans and leases (reported in Schedule RC-C, part I, items 1 through 10, column A) with a REMAINING MATURITY of one year or less (excluding those in nonaccrual status) A2471 56,294,000 M2.c 3. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) ';u'' rw fits 27461 3.563.000 included in Schedule RC-C, part I, Items 4 and 9, column A (4) M.3 4. Adjustable rate closed -end loans secured by first liens on 14 family residential properties in domestic offices ' "4,"Q'(to WrAArs" RcoN �-asrv,,thy�fti 5'� (included in Schedule RC-C, part I, Item 1.a(2)(a), column B) 5370 634,000 MA 5. Loans secured by real estate to non-U.S. addresses (domicile) (included in CrjB837 Schedule RC-C, part I, Item 1, column A) M.5 6) Memorandum Item 6 is to be completed by banks that (1) together with affiliatedInstitutions, have outstanding credit card receivables (as defined in the Instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report Purposes.Outstanding credit card fees and finance charges Included in Schedule RC-C, .� c3s1 127,000 part I. Item 6.a., column A M.6 (1) Report fixed rate loans and leases by remaining maturity and floating rate loans by next repricing date. (2) Sum of Memorandum items 2.a.(t) through 2.8.(6) plus total nonaccrual closed -end loans secured by first liens on IA family residential properties In domestic offices included in Schedule RC-N, item 1,c.(2)(a), column C must equal total closed -end loans secured by first liens on 14 family residential properties from . Schedule RC-C, part I, item 1.c.(2)(a), column B (3) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus total nonaccrual loans and leases from Schedule RC-N, sum of items 1 through 8, column C, minus nonaccrual closed -end loans secured by first liens on IA family residential properties in domestic offices Included in Schedule RC-N, item 1.c.(2)(a), column C, must equal total loans and leases from Schedule RC-C, Part I, sum of items 1 through 10, column A, minus total closed -end loans secured by first liens on 1-4 family residential properties in domestic offices from Schedule RC-C, part 1, item 1.c.(2)(a), column B. (4) Exclude loans secured by real estate that are Included In Schedule RC-C, part 1, item 1, column A Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number - 03618 Schedule RC-D—Trading Assets and Liabilities Schedule RC-D is to be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding year. Dollar Amounts in Thousands ASSETS 1. U.S. Treasury securities in domestic offices _ 2. U.S. Government agency obligations in domestic offices (exclude mortgage - backed securities) 3. Securities Issued by states and political subdivisions in the U.S. in domestic offices 4. Mortgage -backed securities (MBS) in domestic offices: a. Pass -through securites issued or guaranteed by FNMA, FHLMC, or GNMA b. Other mortgage -backed securities issued or guaranteed by FNMA, FHLMC, or GNMA (include CMOs, REMICs, and stripped MBS) c. Al other mortgage -backed securities 5. Other debt securities in domestic offices 6. - 8. Not applicable 9. Other trading assets in domestic offices 10. Trading assets in foreign offices 11. Revaluation gains on derivative contracts: a. In domestic offices b. In foreign 12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5) RCONJ Bil I Mil I Thou 35311 1,034,000 3532 0 3533 0 3534 0 3535 0 3536 0 3537 173,000 3541 29,000 RCFN 2AW-'Zc9tff.f 3542 259,000 RCON a!t>:`$;%•%a%uuofb 3543 4,183,000 RCF ka.:'1k 3543 1,687,000 RCFE 3545 7,365,000 FF1EC 031 RC-8 4.a 4.b 4.c 5 LIABILITIES IRCFd Bil I Mil I Thou 13. Liability for short positions 3546 439.000 13 14. Revaluation losses on derivative contracts 3547 4.775,000 14 15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15) 354a 4 21A nnn 15 Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number - 03618 - Schedule RC-E—Deposit Liabilities Part I. Deposits in Domestic Offices Deposits of 1. Individuals (include all 2. U.S. Gave 3. States anc 4. Commerci institutions 5. Banks in ft 6. Foreign gc (including 7. Total (sum columns A item 13.a) Nontransactio Transaction Accounts Accounts (Column A) (Column B) (Column C) Total Memo: Total Total transaction demand nontransactio accounts deposits accounts (including total (included in (including demand deposits) column A) MMDAs) Dollar Amounts in Thousands RCONJ Bit I Mil I Thou(' RtvC.On Bit Mil Thou CON Gil Mil ou Th partnerships and corporations certified and official checks) mment_ J!J$Yjr of N15 piV ,Ly11T. ` ? ,`, v a 'r ;,S'li '�--rr,a��i^} _� l `.s >~ e54s 22021 20 106,000 583,000 ssso 98,076,000 2520 2530 0 1,191 000 political subdivisions in the U.S. 31 banks and other depository in the U.S. )reign countries ivemments, and official institutions 'oreign central banks) of items 1 through 6) (sum of and C must equal Schedule RC, 22031 2,126,000 ss51 2.2 11.000 , , �� 7. t, yr '' a552 1,054 000 zzt3 36,000 2236 0 %' i .t+f >z?.i; '• +itr^`t1$1 i ' t +fir * ' .� A z,,�v k . �. .. t'}}6'vdi§ 2216 1 0 2377 0 1 i1)r4 ^a i „ ;sdv L4.A �13i S. 2215 25,052,000 2270 22.024.000 2365 100,321,000 In Thousands FREC 031 RC-9 20 1. Selected components or total deposits (i.e., sum or item 1, columns P dnu a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts 6835 4.124,000 MA.a b. Total brokered deposits 23651 2,385.000 M.1.b c. Fully insured brokered deposits (included in Memorandum item t.b above): 11, 1� ls1,Y.1 ;;;'h4,'�' (1) Issued in denominations of less than $100,000 — 2343 0 M.1.c.1 (2) Issued either in denominations of $100,000 or in denominations greater than *'1rr�?'R`M1t`sx}t $100,000 and participated out by the broker in shares of $100,000 or less z344 1,439,000 M.1.c.2 d. Maturity data for brokered deposits: ) v; (1) Brokered deposits issued in denominations of less than $100,000 with a remaining Ct.�>R_..% maturity of one year or less (included In Memorandum item 1.c.(1) above) A243 0 M.1.d.1 (2) Brokered deposits issued In denominations of $100,000 or more with a remaining maturity of one year or less (included In Memorandum Item 1.b above) A2441 841.000 M.t.d.2 e. Preferred deposits (uninsured deposits of stales and political subdivisions in the U.S. a. ' reported in item 3 above which are secured or collaterlized as required under state law; (to be completed for the December report only) 6590 WA M.1.e 2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.c :' "' " must equal item 7, column C, above): a. Savings deposits: "'t ..,. (1) Money market deposit accounts (MMDAs) 6810 74,838,000 M.2.a.1 (2) Other savings deposits (excludes MMDAs) 0352 6,288,000 M.2.a.2 b. Total time deposits of less than $100,000 66481 12,111,000 j M.2.b c. Total time deposits of $100,000 or more zeoa 1 7,004,000 M.2.c Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/0712003 at 11:18:11 CST FDIC Certificate Number - 03618 Schedule RC-E—Continued Part I. Continued Memoranda (continued) Dollar Amounts in Thousands 3. Maturity and repricing data for time deposits of less than $100,000: a. Time deposits of less than $100.000 with a remaining maturity or next repricing dale of (1,2) (1) Three months or less (2) Over three months through 12 months (3) Over one year through three years (4) Over three years b. Time deposits of less than $100,000 with a REMAINING MATURITY of one year or less (included in Memorandum items 3.a.(1) and 3.a.(2) above) (3) 4. Maturity and repricing data for time deposits of $100,000 or more: a. Time deposits of $100,000 or more with a remaining maturity or next repricing date of (1,4) (1) Three months or less (2) Over three months through 12 months (3) Over one year through three years (4) Over three years b. Time deposits of $100,000 or more with a REMAINING MATURITY of one year or less (included in Memorandum items 4.a.(1) and 4.a.(2) above) (3) coN Bil I Mil I Thou A579 2.154,000 A580 4.008,000 A581 2,873,000 A582 3,076,000 A241 6,162,000 ±5841 1,938,000 A5a5 1,420,000 Asas 2,144,000 A597 1,582,000 yi riit.�m da; �(f5 A2423,358,000 (1) Report fixed rate time deposits by remaining maturity and floating rate time deposits by next repricing date. (2) Sum of Memorandum items 3.a.(1) through 3.a.(4) must equal Schedule RC-E Memorandum item 2.b. (3) Report both fixed and floating rate time deposits by remaining maturity. Exclude floating rate time deposits with a next repricing date of one year or less that have a remaining maturity of over one year. (4) Sum of Memorandum items 4.a.(1) through 4.a.(4) must equal Schedule RC-E, Memorandum item 2.c. Part It. Deposits in Foreign Offices (including Edge and Agreement subsidiaries and IBFs) Dollar Amounts in Thousands Deposits of: 1. Individuals, partnerships, and corporations (Include all certified and official checks) 2. U.S. banks (including IBFs and foreign branches of U.S. banks) and other U.S. depository Institutions 3. Foreign banks (Including US. branches and agencies of foreign banks, Including their IBFs) 4. Foreign governments and official institutions (including foreign central banks) 5. U.S. Government and states and political subdivisions in the U.S. 6. Total (sum of items 1 through 5 ) (must equal Schedule RC, item 13.b) i ime deposits with a remaining maturity of one year or (Included in Part II, Item 6 above) RCF BII Mil Thou 8553 15,688,000 8554 1,520,000 2fi2s 1,671,000 2e5o 3,349,000 B555 O 2200 22,226,000 FREC 031 RC-10 21 M.3.a.1 M.3.a.2 M.3.a.3 M.3.a.4 M.3.b MA.a.1 MA.a.2 MA.a.3 MA.a.4 MA.b Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 1110712003 at 11:18:11 CST FDIC Certificate Number -03618 ' Schedule RC-F—Other Assets FFIEC 031 RC-11 2. Net deferred tax assets (2) 3. Interest -only strips receivable (not in the form of a security) (3) on: a. Mortgage loans b. Other financial assets 4. Equity securities that DO NOT have readily determinable fair values (4) 5. All other assets (itemize and describe amounts greater than $25,000 that exceed 25 % of this item) _ TEXT a. Prepaid expenses 2166 0 21481 0 2 3.a 3.b 4 5 5.a :•a e?3a„?T*!?`5i�rcr:5 A519 0 A520 0 1752 963,000 21sa 9,873,000 ''„,+�,t b. Cash surrender value of life insurance Co09 0 F 5.b C. Repossessed personal roe includin vehicles 157s 0?z,, 1 5.c 5A d. Deriviatives with a positive fair value held for purposes other than trading I cola 1 0 related to securitized credit cards 3549 3550 Accounts Receivable 3549 3660 5 615 000 N/A Yj4� 3551 3551 N/A f. g. 5.f 5.g h. 5.h 6. Total (sum of items 1 through 5) (must equal Schedule RC, item 111 2160 11,606,000 6 Schedule RC-G—Other Liabilities in Thousands 1. a. imeresr accrueo ana unpaiu on oeposns m oomesuc unlcusto( b. Other expenses accrued and unpaid (includes accrued income taxes payable) 2. Net deferred tax liabilities (2) 3. Allowance for credit losses on off -balance sheet credit exposures 4. All other liabilities (itemize and describe amounts greater than $25.000 that exceed 25% of this item) TEXT a. Accounts oavable 3066 2,59, b. C. d. e. f. 9• purposes 4.e 4.f 4.g 5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) z93� 01 8.221A00 15 u SmII ®}Je ®�.wi sib EM 111M® •h )Ir1f v " I (1) Include accrued Interest receivable on loans, leases, debt securities, and other interest -bearing assets. (2) See discussion of deferred income taxes in Glossary entry on "income taxes." (3) Report interest -only strips receivable in the form of a security as available -for sale securities in Schedule RC, item 2.b, or as trading assets in Schedule RC, item 5, as appropriate. (4) Include Federal Reserve stock, Federal Home Loan Bank stock, and bankers' bank stock (5) For savings banks, Includes "dividends" accrued and unpaid on deposits. 22 Bank One. NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number - 03618 Schedule RC-H—Selected Balance Sheet Items for Domestic Offices Dollar Amounts in Thousands 1. Customersliability to this bank on acceptances outstanding 2. Bank's liability on acceptances executed and outstanding _ 3. Securities purchased under agreements to resell 4. Securities sold under agreements to repurchase 5. Other borrowed money EITHER 6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs OR 7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs _ 8. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and IBFs) 9. Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries, and IBFs) __ In items 10-17 report the amortized (historical) cost of both held -to -maturity and available -for -sale securities in domestic offices. 10. U.S. Treasury securities 11. U.S. Government agency obligations (exclude mortgage -backed securities) 12. Securities issued by states and political subdivisions in the U.S. 13. Mortgage -backed securities (MBS): a. Pass -through securities: (1) Issued or guaranteed by FNMA, FHLMC, or GNMA (2) Other pass -through securities b. Other mortgage -backed securities (include CMOs, REMICs, and stripped MBS): (1) Issued or guaranteed by FNMA, FHLMC, or GNMA (2) All other mortgage -backed securities 14. Other domestic debt securities (Include domestic asset -backed securities) 15. Foreign debt securities (Include foreign asset -backed securities) 16. Investments in mutual funds and other equity securities with readily determinable fair values 17. Total amortized (historical) cost of both held-to-maturty and available -for -sale secutibes (sum of items 10 through 16) 18. Equity securities that do not have readily determinable fair values Schedule RC -I —Selected Assets and Liabilities of IBFs Domestic Offices cox Bit I MilThou 21551 256,000 2920 256,000 B989 11,323,000 8995 6,031,000 3tso 24,723,000 21631 NIA 2941 r 10,766,000 21921 202,896,000 3129 174,702,000 coN Bil I MR I Thou 1039 4,065,000 1041 1,003.000 1042 1,077.000 10431 28,015,000 1044 1 3,000 w5rlc 1209 430.000 1280 496,000 12811 17,190,000 12e2 5,000 nslo 1,356,000 1374 53,640,000 7752 963,000 To be completed only by banks with IBFs and other "foreign" offices. Dollar Amounts in Thousands RCF Bit I Mil I Thou 1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12) 2133 487,000 2. Total IBF liabilities (component of Schedule RC, item 21) z89e 684,000 FREC 031 RC-12 10 11 12 13.a.1 13.a.2 13.b.1 13.b.2 14 15 16 17 18 Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number - 03618 Schedule RC-K—Quarterly Averages (1) Dollar Amounts in Thousands ASSETS 1. Interest -bearing balances due from depository institutions 2. U.S. Treasury securities and U.S. Government agency obligations (2) (excluding mortgage -backed securities) --- 3. Mortgage -backed securities (2) 4. All other securities (2, 3)(includes securities issued by states and political subdivisions In the U.S.) _ 5. Federal funds sold and securities purchased under agreements to resell 6. Loans: .. a. Loans in domestic offices: (1) Total loans (2) Loans secured by real estate (3) Loans to finance agricultural production and other loans to fanners (4) Commercial and industrial loans (5) Loans to individuals for household, family, and other personal expenditures: (a) Credit cards (b) Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards) b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs 7. Trading assets 8. Lease financing receivables (net of unearned income) 9. Total assets(4) LIABILMES 10. Interest -bearing transaction accounts in domestic (NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) (exclude demand deposits) _ 11. Nontransaction accounts in domestic offices: a. Savings deposits (includes MMDAs) b. Time deposits of $100,000 or more c. Time deposits of less than $100,000 12. Interest -bearing deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs 13. Federal funds purchased and securities sold under agreements to repurchase 14. Other borrowed money (includes mortgage Indebtedness and obligations under capitalized leases) RCF Bit Mil }Thou .i 1 :14'L'11Y-Qi� 33811 3.013,000 .t� �v Giuty'.t9n`° B558 5,257,000 85591 31,234,000 B560 18,925,000 3365 14,601,000 ON 3360 92,810,000 3385 25,332,000 33861 616,000 33871 29,188,000 `;i?{lyrth?s(:1t;1 s'r6$11+'1':"Nt 956t 9,286.000 +8562 553,000 RCF 3360 16,191,000 RC C 3401 7,093.000 3484 5,220.000 3368 218.604.000 4 .N in51'i CON 3485 2,933,000 B563 62.219,000 A514 7.360,000 As29 12,344,000 RCF l 34o4 20,991.000 RCF 3353 9,967,000 'riri&^J.•h"12$'+iz.�C. �!1H%PI� 3355 27,104,000 (1) For all Items, banks have the option of reporting either (1) an average of DAILY figures for the quarter, or (2) an average of WEEKLY figures (i.e., the Wednesday of each week of the quarter). (2) Quarterly averages for all debt securities should be based on amortized cost. (3) Quarterly averages for all equity securities should be based on historical cost. (4) The quarterly averages for total assets should reflect all debt securities (not held for trading) at amortized 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. FFIEC 031 RC-13 6.a.1 6.a.2 6.a.3 6.a.4 6.a.5.a 6.a.5.b 6.b Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number - 03618 Schedule RC-L—Derivatives and Off -Balance Sheet Items Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk. a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home equity lines b. Credit card lines c. (1) Commitments to fund commercial real estate, construction, and land development loans secured by real estate (2) Commitments to fund commercial real estate, construction, and land development loans NOT secured by real estate d. Securities underwriting e. Other unused commitments 2. Financial standby letters of credit and foreign office guarantees a. Amount of financial standby letters of credit conveyed to others 3. Performance standby letters of credit and foreign office guarantees a. Amount of performance standby letters of credit conveyed to others 4. Commercial and similar letters of credit S. Participations in acceptances (as described in the instructions) conveyed to others by the reporting bank 6. Securities lent (including customers' securities lent where the customer is indemnified against loss by the reporting bank) 7. Credit derivatives : a. Notional amount of credit derivatives on which the reporting bank is the guarantor (1) Gross positive fair value (2) Gross negative fair value b. Notional amount of credit derivatives on which the reporting bank is the beneficiary (1) Gross positive fair value (2) Gross negative fair value 8. Spot foreign exchange contracts 9. All other off -balance sheet liabilities (exclude derivatives) (itemize and describe each component of this item over 25% of Schedule RC, item 28,'Total equity capital") TEXT a. Securities borrowed 3432 b. Commitments to purchase when -issued securities 343a e. IM 10. o er off -balance sheet assets (exclude denvat ves)(item ze and describe each component of this item over 25% Schedule RC Item 28., "Total equity capital") TEXT to sell when -issued securities FFIEC 031 RC-14 1.a 1.b 1.c.2 1.d 1.e .b.1 9.a 9.b 9.c 9.d 9.e 10 10.a 10.b 10.c 10.d 10.e 11. Year-to-date merchant credit card sales volume: RCF ril I Bil l Mil I Thou a. Sales for which the reporting bank is the acquiring bank C223 0 11.a b. Sales for which the reporting bank is the agent bank with risk C224 0 11.1b Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number - 03618 - Schedule RC-L—Continued Dollar Amounts in Thousands (Column A) Interest Rate Contracts (Column B) Foreign Exchange Contracts (Column C) Equity Derivative Contracts (Column D) Commodity and Other Contracts Derivatives Position Indicators 12. Gross amounts (e.g., notional amounts) (for each column, sum of items 12.a through 12.9 must equal sum of Items 13 and 14): a. Futures contracts b. Forward contracts c. Exchange -traded option contracts: (1) Written options (2) Purchased options d. Over-the-counter option contracts: (1) Written options (2) Purchased options e. Swaps 13. Total gross notional amount of derivative contracts held for trading 14. Total gross notional amount of derivative contracts held for purposes other than trading a. Interest rate swaps where the bank has agreed to pay a fixed rate 15. Gross fair values of derivative contracts a. Contracts held for trading: (1) Gross positive fair value (2) Gross negative fair value b. Contracts held for purposes other than trading: (1) Gross positive fair value (2) Gross negative fair value I Bit I Mil I Thou Tnl I Bil I Mil I Thou Tril I Bit I Mil I Thou Tril I ail I Mil I Thou •.. �'-''^a :.''• l+`n••hi - + s ?. ':.a=, m�: ' M+a,.�:�;ii6:>?^:+'ns RCFD 8693 RCFD 8694 RCFD 8695 RCFD 8696 52,459,000 280.000 73,000 183,000 RCFD 8697 RCFD 8698 RCFD 8699 RCFD 8700 140,655,000 70,964,000 428,000 0 RCFD 8701 RCFD 8702 RCFD 8703 RCFD 8704 11,035,000 0 94,000 0 RCFD 8705 RCFD 8706 RCFD 8707 RCFD 8708 9,140,000 0 1,207,000 0 RCFD 8709 RCFD 8710 RCFD 8711 RCFD 8712 63,492,000 18,939,000 547,000 47Q000 RCFD 8713 RCFD 8714 RCFD 8715 RCFD 8716 72,766,000 17.763,000 825,000 694,000 RCFD 3450 RCFD 3820 RCFD 8719 RCFD 8720 715,151,000 9,884,000 2,012,000 3,579,000 RCFD A126 RCFD A127 RCFD 8723 RCFD 8724 N 117.281,000 5,186,000 4.926,000 7,1X �=;y"h,:*:Y:w:T''i .R"'�lhil`4 .FYty°`: °Yk1,E?iY;"*?8 .v11SSdi7ri+n781gF'PfiF*: RCFD 8725 RCFD 8726 RCFD 8727 RCFD 8728 10,225,000 549.000 0 0 RCFD A589 -. 0 7 249 000 : ,.•++•i:::a: �.NV,}J{�Q9 RCFD 8733 RCFD 8734 RCFD 8735 RCFD 8736 22,238.000 2,463,000 158,000 218.000 RCFD 8731 RCFD 8738 RCFD $739 RCFD 9740 21.259,000 2,366,000 161.000 192,000 1{"0.aNrNilsexd4E •`-:a.,C'A ice+:' RCFD 6741 RCFD 8742 RCFD 8743 RCFD 8744 7,000 0 0 �265000 RCFD 8748 RCFD 8747 RCFD 8748 _ 4,000 0 0 FREC 031 RC-15 26 12.a 12.b 12.c.1 12.c.2 12A.1 12.d.2 12.e 13 14 14.a 15.a.1 15.a.2 15.b.1 15.b.2 Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number • 03618 Schedule RC-M—Memoranda Dollar Amounts in Thousands 1. Extensions of credit by the reporting bank to its executive officers, directors, principal shareholders, and their related interests as of the report date: a. Aggregate amount of all extensions of credit to all executive officers, directors, principal shareholders, and their related interests b. Number of executive officers, directors, and principal shareholders to whom the amount of all extensions of credit by the reporting bank (including extensions of credit to related interests) equals or exceeds the lesser of $500,000 or 5 percent Number of total capital as defined for this purpose in agency regulations s116s 7 2. Intangible assets other than goodwill: a. Mortgage servicing Assets _ (1) Estimated fair value of mortgage servicing assets nsso 0 b. Purchasedcreditcard relationships and nonmortgage servicing assets C. All other identifiable intangible assets d. Total (sum of items 2.a, 2.15, and 2.c) (must equal Schedule RC, item 10.b) 3. Other real estate owned: a. Direct and indirect investments in real estate ventures b. All other real estate owned: (1) Construction, land development, and other land in domestic offices (2) Farmland in domestic offices (3) 1-4 family residential properties in domestic offices (4) Multifamily (5 or more) residential properties in domestic offices (5) Nonfarm nonresidential properties in domestic offices (6)In foreign c. Total (sum of items 3.a and 3.b) (must equal Schedule RC, item 7) 4. Investments in unconsolidated subsidiaries and associated companies: a. Direct and indirect Investments in real estate ventures b. All other investments in unconsolidated subsidiaries and associated companies. C. Total (sum of items 4.a and 4.b) (must equal Schedule RC, item 8) 5. Other borrowed money: a. Federal Home Loan Bank advances: (1) With a remaining maturity of one year or less (1) (2) With a remaining maturity of more than one year through three years (3) With remaining maturity of more than three years b. Other borrowings: (1) With a remaining maturity of one year or less (2) With a remaining maturity of more than one year through three years (3) With a remaining maturity of more than three years c. Total (sum of items S.a.(1) through 5.b.(3)) (must equal Schedule RC, Item 16) RCF BII Mil Thou r 6164 1,337,438 t'4�(6f' a 9 is 31641 0 8026 0 5507 63,000 0426 63,000 5372 0 CON ",; ,iry'.::yl;;n 5508 28,000 5509 0 5510 31,000 55/1 0 5512 18.000 RCF%c:':�N•�-i;t:^;$G:-.'i 5513 0 RCF 2150 77,000 5374 0 sa7s 398.000 1140 L 398,000 s, ,,rrxy,y 2651 0 s5s5 1,000,000 8566 3,865.000 9571 9.376,000 6587 5,517,000 9568 5.125,000 3190 24,883,000 FREC 031 RC-16 2.a 2.a.1 2.b 2.c 2.d 3.a 3.b.1 3.b.2 3.b.3 3.b.4 3.b.5 3.b.6 3.c 4.a 4.b 4.c 5.a.1 5.a.2 5.a.3 5.b.1 5.b.2 5.b.3 5.c YES/NO 6. Does the reporting bank sell private label or third parry mutual funds and annuities? _ e569 YES 6 RCF Bil I Mil I Thou 7. Assets under the reporting bank's management in proprietary mutual funds and annuities _ 8570 0 17 8. Primary Internet Web site address of the bank (home page), If any: (example: http://www.examplebank.com) rEXT 40e7 http://www.bankone.com 8 9. Do any of the bank's Internet Web sites have transactional capability, Le., allow the YES / NO bank's customers to execute transactions on their accounts through the Web site? __ 4 YES�9 (1) Includes overnight Federal Home Loan Bank advances. Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 1110712003 at 11:18:11 CST FDIC Certificate Number -03618 - Schedule RC-N—Past Due and Nonaccrual Loans, Leases, and Other Assets Dollar Amounts in Thousands 1. Loans secured by real estate: a. Construction, land development, and other land loans in domestic offices b. Secured by farmland in domestic offices c. Secured by 1-4 family residential properties In domestic offices: (1) Revolving, open-end loans secured by 1.4 family residential properties and extended underlines of credit (2) Closed -end loans secured by 1-4 family residential properties: (a) Secured by first liens (b) Secured by junior liens d. Secured by multifamily (5 or more) residential properties in domestic offices e. Secured by nonfarm nonresidential properties properties In domestic offices f. In foreign offices 2. Loans to depository institutions and acceptances of other banks: a. To U.S. banks and other U.S. depository b. To foreign banks 3. Loans to finance agricultural production and other loans to fanners 4. Commercial and industrial loans: a. To U.S. addressees (domicile) b. To ncn-U.S. addressees (domicile) 5. Loans to Individuals for household, family, and other personal expenditures: a. Credit cards b. Other (Includes single payment, installment, all student loans, and revolving credit plans other than credit cards) 6. Loans to foreign governments and official Institutions 7. All other loans 8. Lease financing receivables: a. Of U.S. addressees (domicile) b. Of non-U.S. addressees (domicile) 9. Debt securities and other assets (exclude other real estate owned and other repossessed assets) (Column A) Past due 30 through 89 days and still accruing (Column B) Past due 90 days or more and still accruing (Column C) Nonaccrual RCONJ Bit I Mil I Thou RCONI Bit I Mti I Thou RCON Bit Mil Thou 2759 70.000 27691 0 3492 101,002 3493 2,000 �� If � ilvf yA 3494 0 S1, �N, wi 3495 O lau�4 �..a.• 53981 109,000 5399 0, 5400 97.000 ._ G 7�jy U c236 310,000 C237 0 C229 255,000 C2381 46,000 C239 0 C2301 40.000 :.x�'ae x�4"7 ei+stiSk�r..4ta 5�r"HSuMl+C .,:IY k,•;;m 3499 9,000 3sao 0 35ot 14,000 ^,,,u �- 1•fi',,f ,.'p ��k,3ri+�i.�v;�63r>f�+TRp: !i'a3tN714?tyt is': t�'. 3502 121,000 3503 0 35oa 271.000 RCF 1't 3:qM", 'V RCF 8572 0 86731 0 8574 0 RCF„ per, }i$RCF ;,tigk RCF dreu4ff+'.�, i✓K 'i 5377 4.000 53781 0 53791 0 5380 0 6381 0 5382 1,000 '-'"..`G'Jt'X"`n#=iT+°F+.la" $%i't:. ES j1e"%1._.. YAWMWtmWUW= 15941 6.000 1597 0 15831 7,000 12611 214,000 1252 19,000 12531 839,000 12541 0 1255 0 12561 50,000 B5751 175,000 B678 150,000 85771 0 es7B 27,000�8{579 0 85801 4,000 y 5389 0 5390 0 5391 0 5459 5,000 54eo 0 6461 32,000 9,iQfE::t',3�'72.00 1, 1257 9,000 1258 0 1259 112,000 2710 1272 0 1791 0 f %�505 266,000 3508 229.000 3507 0 FREC 031 RC•17 1.a 1.b 1.c.1 1.c.2.a 1.c.2.b 1.d 1.e 1.1' 2.a 2.b 3 4.a 4.b 5.a 5.b 6 7 8.a 8.b Bank One, NA FFIEC 031 Legal Tide of Bank RC-18 Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number -03618 2g Schedule RC-N'-Continued Amounts reported in Schedule RC-N, items 1 through 8, above include guaranteed and unguaranteed portions of past due and nonaccrual loans and leases. Report in item 10 below certain guaranteed loans and leases that have already been included in the amounts reported in items 1 through 8. Past due I Past due 90 Nonaccrual 30 through 891 days or more days and still I and stilt through 8 above which are wholly or partially guaranteed by the U.S. Government a. Guaranteed portion of loans and leases included in item 10 above 10 10.a 5612 1,000 5613 0 5614 1,000 "` 156,51 1,000 156,61 0 156171 1.non Memoranda 1. Restructured loans a Schedule RC-N, item (and not reported in S Memorandum item 1) 2. Loans to finance com construction, and Ian (not secured by real Schedule RC-N, Item 3. Loans secured by me addresses (domicile) Schedule RC-N, item 4. Not applicable 5. Loans and leases hel Schedule RC-N, item (Column A) (Column B) (Column C) Past due Past due 90 Nonaccrual 30 through 89 days or more days and still and still accruingaccruing Dollar Amounts in Thousands RCF BII MR Thou RCF Bit MR Thou RCF Bil MN Thou M.1 M.2 M.3 M.5 (Column A) (Column B) Past due Past due 90 30 through days or more 6. Interest rate, foreign exchange rate, and other 89 days commodity and equity contracts: RCFj Bit I Mil I Thou RCF Bil Mil Thou Fair value of amounts carried as assets 35291,000 3530 5,000 M.6 Matthew A. Reece, Vice Presldenl Name and Tide (TEXT 8901) Matthew__A_Reece@bankone.com E-mail Address (TEXT 4086) 312407-3685 312407-5698 Telephone: Area code/phone number/extension (TE)(T 8902) FAX: Area code/phone number (TEXT 9116) Bank One, NA Legal Tide of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number - 03618 Schedule RC-O—Other Data for Deposit Insurance and FICO Assessments Dollar Amounts in Thousands 1. Unposted debits (see instructions): a. Actual amount of all unposted debits OR b. Separate amount of unposted debits: (1) Actual amount of unposted debits to demand deposits (2) Actual amount of unposted debits to time and savings deposits (1) 2. Unposted credits (see instructions): a. Actual amount of all unposted credits OR b. Separate amount of unposted credits: (1) Actual amount of unposted credits to demand deposits (2) Actual amount of unposted credits to time and savings deposits (1) 3. Uninvested trust funds (rash) held in bank's own trust department (not included in total deposits in domestic offices) 4. Deposits of consolidated subsidiaries in domestic offices and in insured branches in Puerto Rico and U.S. territories and possessions ( not included in total deposits) a. Demand deposits of consolidated subsidiaries b. Time and savings deposits (1) of consolidated subsidiaries c. Interest accrued and unpaid on deposits of consolidated subsidiaries 5. Deposits in Insured branches in Puerto Rico and U.S. territories and possessions: a. Demand deposits in insured branches (Included In Schedule RC-E, Part II) b. Time and saving deposits (1) in Insured branches (Included in Schedule RC-E, Part II) c. Interest accrued and unpaid on deposits in insured branches (included In Schedule RC-G, item t.b) 6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on behalf of its respondent depository Institutions that are also reflected as deposit liabilities of the reporting bank: a. Amount reflected in demand deposits (included in Schedule RC-E, Part I, Item 7 column B) b. Amount reflected in time and savings deposits (1) (included in Schedule RC-E, Part I, Item 7, column A or C, but not column B) 7. Unamortized premiums and discountsonfine and savings deposits: (1,2) a. Unamortized premiums b. Unamortized discounts 8. To be completed by banks with " Dakar deposits ". a. Deposits purchased or acquired from other FDIC -insured institutions during the quarter (exclude deposits purchased or acquired from foreign offices other than insured branches in Puerto Rico and U.S. territories and possessions): (1) Total deposits purchased or acquired from other FDIC -Insured institutions during the quarter (2) Amount of purchased or acquired deposits reported in item 8.a.(1) above attributable to a secondary fund (i.e., BIF members report deposits attributable to SAIF; SAIF members report deposits attributable to BIF) b. Total deposits sold or transferred to other FDIC -insured institutions during the quarter (exclude sales or transfers by the reporting bank of deposits in foreign offices other than insured branches In Puerto Rico and U.S. territories and possessions) (1) For FDIC and FICO Insurance assessment purposes, "rime and savings deposits" consists of nontransaction accounts and all transaction accounts other than demand deposits. (2) Exclude core deposit intangibles. RCONJ Bit I MR I Thou ...0:. 00301 ,J i L MN 00311 NIA 00327 N/A 3510 F NIA 35t2 252,000 3514 0 35201 0 all 2211 177,000 2351 0 5514 0 2229 0 23831 0 5515 0 1 T a is�hti 23141 29,000 Yuyi 23151 0 'tea 5516 0 5517 22,000 wl� A5311 0 .1.R A632 0 ti A5331 0 FFIEC 031 RC-19 30 1.e 1.b.1 1.b.2 2.a 2.b.1 2.b.2 3 4.a 4.b 4.c 5.a 5.b 5.c 6.a 6.b 7.a 7.b 8.a.1 8.a.2 8.b Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number- 03618 Schedule RC-0—Continued Dollar Amounts in Thousands 9. Deposits in lifeline accounts 10. Benefit -responsive "Depository Institution Investment Contracts" (included in total deposits in domestic offices) 11. Adjustments to demand deposits in domestic offices and in insured branches in Puerto Rico and U.S. territories and possessions reported in Schedule RC-E for certain reciprocal demand balances: a. Amount by which demand deposits would be reduced if the reporting bank's reciprocal demand balances with the domestic offices of U.S. banks and savings associations and insured branches in Puerto Rico and U.S. territories and possessions that were reported on a gross basis in Schedule RC-E had been reported on a net basis b. Amount by which demand deposits would be increased if the reporting bank's reciprocal demand balances with foreign banks and foreign offices of other U.S. banks (other than insured branches in Puerto Rico and U.S. territories and possessions) that were reported on a net basis in Schedule RC-E had been reported on a gross basis c. Amount by which demand deposits would be reduced if rash items in process of collection were included in the calculation of the reporting bank's net reciprocal demand balances with the domestic offices of U.S. banks and savings associations and insured branches in Puerto Rim and U.S. territories and possessions in Schedule RC-E 12. Amount of assets netted against deposit liabilities in domestic offices and in insured branches in Puerto Rico and U.S. territories and possessions on the balance sheet (Schedule RC) in accordance with generally accepted accounting principles (exclude amounts related to reciprocal demand balances): a. Amount of assets netted against demand deposits b. Amount of assets netted against fime and savings deposits Memoranda (to be completed each quarter except as noted) in Thousands and U.S. territories and possessions (sum of Memorandum Items 1.a.(1) and 1.b.(1) must equal the sum of Schedule RC, item 13.a, and Schedule RC-0, items S.a and 5.1b): a. Deposit amounts of $100,000 or less (1): (1) Amount of deposit amounts of $100,0000 or less (2) Number of deposit accounts of $100,000 or less (to be completed for the June report only) _ b. Deposit accounts of more than $100,000 (1): (1) Amount of deposit accounts of more than $100,000 Number (2) Number of deposit accounts of more than $100,000 I 2. Memorandum Item 21s to be completed by alf banks. Estimated amount of uninsured deposits in domestic offices of the bank and in insured branches in Puerto Rico and U.S. territories and possessions (see instructions) 3. Has the reporting institution been consolidated with a parent bank or savings association in that parent bank's or parent savings association's Call Report or Thrift Financial Report? If so, report the legal title and FDIC Certificate Number of the parent bank or parent savings association: RCONI Bit I MO I Thou 55961 I.`iry 4 fi n.> 8432 0 z e7e5 68,000 rpyrfs�}rv'� : aT � <r ` A1811 0 a ,4XL�...f`. I. �t`kigk A182 �y00 7 [jV�"TL�n'TR'I- 1 1i�.'14F�a1 +>ty,'tH A527+. 499,000 A5281 O FFIEC 031 RC-20 10 11.b 11.c 12.a 12.b Text CON FDIC Cart No A545 As.5 WA M.3 (1) The dollar amounts used as the basis for reporting in Memoranda items 1.a and 1.b reflect the deposit insurance limits in effect on the report date. Bank One, NA Legal Mile of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number- 03618 Schedule RC-R-Regulatory Capital Dollar Amounts in Thousands Tier 1 capital 1. Total equity capital (from Schedule RC, item 28) 2. LESS: Net unrealized gains (losses) on available -for -sale securities (1) (if a gain, report as a positive value; if a loss, report as a negative value) 3. LESS: Net unrealized loss on available -tor -sale EQUITY securities (1) (report loss as a positive value) _ 4. LESS: Accumulated net gains (losses) on cash flow hedges (1) . (if a gain, report as a positive value; if a loss, report as a negative value) 5. LESS: Nonqualifying perpetual preferred stock 6. Qualifying minority interests in consolidated subsidiaries 7. LESS: Disallowed goodwill and other disallowed intangible assets 8. Subtotal (sum of items 1 and 6, less items 2, 3, 4, 5, and 7) 9.a. LESS: Disallowed servicing assets and purchased credit card relationships to. LESS: Disallowed deferred tax assets 10. Other additions to (deductions from) Tier 1 capital 11. Tier 1 capital (sum of Items 8 and 10, less items 9.a and 9.b) Tier 2 Capital 12. Qualifying subordinated debt and redeemable preferred stock 13. Cumulative perpetual preferred stock includible in Tier 2 capital 14. Allowance for loan and lease losses includible in Tier 2 capital 15. Unrealized gains on available -for -sale equity securities includible in Tier 2 capital 16. Other Tier 2 capital components 17. Ter 2 capital (sum of items 12 through 16) 18. Allowable Tier 2 capital (lesser of item 11 or 17) _ 19. Tier 3 capital allocated for market risk 20. LESS: Deductions for total risk -based capital 21. Total risk -based capital (sum of items 11, 18, and 19. less item 20) FREC 031 RC-21 RCF Bil Mil Thou 32101 17,310,000 „ 8434 157.000 A221 0 4336 210,000 B588 0 B589 118,000 B590 910,000 C227 16,571,000 B591 0 5610 0 B592 0 8274 16,571,000 Total assets for leverage ratio 22. Average total assets (from Schedule RC-K. item 9) 23. LESS: Disallowed goodwill and other disallowed intangible assets (from item 7 above) - 24. LESS: Disallowed servicing assets and purchased credit card relationships (from Item 9.a above) _ 25. LESS: Disallowed deferred tax assets (from item 9.b above) 26. LESS: Other deductions from assets for leverage capital purposes 27. Average total assets for leverage capital purposes (Item 22 less items 23 through 26) Adjustments for financial subsidiaries 28.a Adjustment to Tier 1 capital reported in item 11 b. Adjustment to total risk -based capital reported I 29. Adjustment to dsk-weighted assets reported In Ito 30. Adjustment to average total assets reported in ite 5306 4,079,000 8593 0 5310 2.130.000 2221 2,000 B694 0 5311 6,211,000 8275 6,211,000 1395 0 B595 0 -11 22,7S12,000 3366 218,604,000 B590 8591 910,000 0 5610 0 B596 0 A224 217,694,000 c22e 0 n item 21 8503 0 Im 62 - 85041 0 m 27 185051 0 Capital Ratios (Column B is to be completed by all banks. Column A is to be completed by banks with financial 31, Tier 1 leverage ratio (2) 32. Ter 1 risk -based capital ratio (3) 33. Total risk -based capital ratio (4) B 9.a 9.b 10 11 subsidiaries) 'u1 (Column A) Percentage L?,g (Column B) POroenta e RCFC RCFC 7273 WA 7204 7.61% 7274 WA 7206 9.99% 7275 N/A 7205 13.74% (1) Report amount Included in Schedule RC, item 26.b, "Accumulated other comprehensive income." (2) The ratio for column 8 is Rem 11 divided by item 27. The ratio for column A Is item 11 minus item 28.a divided by (item 27 minus item 30). (3) The ratio for column B is item 11 divided by item 62. The ratio for column A Is item 11 minus item 28.a divided by (item 62 minus item 29). (4) The ratio for column B is item 21 divided by item 62. The ratio for column A is item 21 minus item 28.b divided by (item 62 minus item 29). 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28.a 28.b 29 30 31 32 33 Q Z � N o E EN Y m U1 m a m m m m m m O � a m QC o m v a wE o E m ffi „ m N m rn d moy3 aNi a me C j o T m ° m E a S E'er U m m U m E m = m 01 0° a O C O y m E � o m — n v m m m t H C �3Eo m m o a r `Lp i N C d t m u •c m L m C m m t 3 m m Y m m a c m m 3 g m�rm L m N C m 0 cry nt n� rn mN'3o� O C Y c m • � m a Y � m m Ivl m na m C O m m t �N r m ma m Ri 'C 19u rJ 10 O O O ff- O O tt M O O O m��r J L i0 1�5 N �_4•iy$,`l 0 O W F c p p z rc rc N O O e❑E m m _ C o mp U� m mvv.dm m,M_. vim 9 O D 0= N U p^ LL nj p LL p LL^ N wC6 p m m C m C LL m y'%a: tt m C 0 pp 0 0 p 0 0 os. o 0 0 Oi �in o�aaa u cLLim c�`iv cLLi U��uRa N C p p Z L E N m � O m m N (n M N A m m N W 0 b W m m Nl 0 U Q cc c o N ti o W 0 N 0 W 0 l Cm`! N 0 O i0 0 0 0 0^ 0 O N E m 1gg� O � {�! 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OOO O m 9 .a E T 9 3 a m Z y ry `O m r' m H m umi m e _ 2-10 �am`•'�•5557` cm�FmFE'sE'`ry8�o�am�ms�v Wig•r� 9 ee� cJ 1m `mY o sv m c v v vi 9 C) N LL Cr N U m m m m m m mi do n n mi do a - j O C t t ��Yt I I ���Y 1 !ri R3' i � tlt A� {' O �. ❑ e- J a F{'?� �yt��` m 4 M li .a 5 L m o m m m m 1 t n N fti �^y.ili m m v m y 'i'� � � �4 � ,y�qA 1_gYbd � O ❑ Y ❑ o N � E 5 9�uy IFy' ��l at'',fT jiytit�:c� 1 i � n k���f fD A 1` {7 1 0 A , A n j 0�� 2222 '$9- 1� tt'� 0 0 c ❑ 0 p q LL LL r 6 g � LL 4 B ❑ x LL a a N m L N- 0 .0 dp'n o 0 d =_' m - N m t y L y E D 0 o. m _ N N 0[ O yN+ m .�% 8j O N 0 t`1 C a m N m� 0 jp 10 `om .�-;Ec" LL N m .0 d �- � Z. om oDm3�S `m SC�N m Eaco�mo'QS� =:E09 O N m�. pp55 0 N0«EE¢ RMH o LL m C O C N O w b O 1 l Ol O O C m a m J� - ❑ LL k O U E E c � C J 1{�• 03 �rvi O U m ¢yrtt' C y 1 N O} T #; m m O cc ^i1anS'% o o ESi t.mm ': N N ma E a U N lU La Cl Cl Cl! M M m Q N si sim 22 iii m =° J, k Ov 1 O O O x j < t. Fl �'1 m m o `m m o w c E m x �w m•E 0L E m o E c b 6 w c q S cli N 2 E. m p a c a v � m ° c n mm w w m• C w Em a O = m u a � Y y m `n m E `o w cv �E =0 m ° � i E a a o c o y way m w C w C `o pO E � n H q N C rJ V e L C w E C m y q c E E S c a E m e 4° ° L U E V m E u m c .- m E a E H m _ m ` ` V "E mm L L N 5 W O p N O 4! ° ° w 0 9 y m o12 m E @m �mieQ 6 ° 12O O 8 m c w C a g o U q° U m E m �Cg w m° �QE E- m °c E 99v `"5 m o v m aZi m v' � a x c c x `c c m E E 75 mm o awi m 8pL g a m a n m q E° o Ot�I m O" a E a a s 4 a a Q w 0 msw' rE. ', c h m� E m c jg 1 : m- 8 E- w w 1 w w°= E— g g ° a� E�9� � o s c a. I...aEE- m �� c m m MEAaodadd�' �rR Cl t�) �I.r.. Bank One, NA FFIEC 031 Legal Tide of Bank RC-28 Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number - 03618 39 Schedule RC-T—Fiduciary and Related Services Items 12 through 23 and Memorandum item 4 will not be made available to the public on an Individual Institution basis. RCF YES/NO 1. Does the bank have fiduciary powers? (If "NO", do not complete Schedule RC-T.) _ A3a5 YES 1 RCF YES/NO 2. Does the bank exercise the fiduciary powers it has been granted? A346 VFS 2 3. Does the institution have any fiduciary or related activity (in the form of assets or accounts)? RCF YES / NO (If "NO,' do not complete the rest of Schedule RC-T.) B8671 YES 13 If the answer to item 3 is "YES', complete the applicable items of Schedule RC-T, as follows: Institutions with total fiduciary assets (item 9, sum of columns A and B) greater than $250 million (as of the preceding December 31) or with gross fiduciary and related services income greater than 10% of revenue (net interest income plus noninterest income) for the preceeding calendar year must complete: • Items 4 through 19.a quarterly, • Items 20 through 23 annually with the December report, and • Memorandum items 1 through 4 annually with the December report Institutions with total fiduciary assets (item 9, sum of columns A and B) greater than $100 million but less than or equal to $250 million (as of the preceding December 31) that do not meet the fiduciary income test for quarterly reporting must complete: • Items 4 through 23 annually with the December report, and • Memorandum items 1 through 4 annually with the December report. Institutions with total fiduciary assets (item 9, sum of columns A and B) of $100 million or less (as of the preceding December 31) that do not meet the fiduciary income test for quarterly reporting must complete: • Items 4 through 11 annually with the December report, and • Memorandum items 1 through 3 annually with the December report. Dollar Amounts In Thousands FIDUCIARY AND RELATED ASSETS 4. Personal trust and agency accounts 5. Retirement related trust and agency accou a. Employee benefit -defined contribution _ b. Employee benefit -defined benefit c. Other retirement accounts 6. Corporate trust and agency accounts 7. Inventment management agency accounts 8. Other fiduciary accounts (Column A) Managed Assets (Column B) Non -Managed Assets (Column C) Number of Managed Accounts (Column D) Number of Non -Managed Accounts Toll I Bil I Mil I Thou Tnl I Bii I Mil I Thou RCFD 8868 RCFD B869 RCFD 8870 RCFD B871 5,725,000 365,000 6,545 244 nts: RCFD B872 RCFD 8873 RCFD 8874 RCFD B875 443,000 62,000 169 143 RCFD 8876 RCFD B877 RCFD 8878 RCFD B879 365,000 704.000 74 62 RCFD 8880 RCFD B081 RCFD B882 RCFD 8883 337,000 156,000 315 83 RCFD B884 RCFD B885 RCFD C001 RCFD C002 0 0 0 0 RCFD 8886 _ RCFD 8888 3,200,000 1,569 RCFD 8890 RCFD 8891 RCFD 8892 RCFD B893 1,637,000 538,000 2,016 1291 5.a 5.b 5.c Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/0712003 at 11:18:11 CST FDIC Certificate Number- 03618 Schedule RC-T—Continued Dollar Amounts in Thousands FIDUCIARY AND RELATED ASSETS --Continued 9. Total fiduciary accounts (sum of items 4 through 8) 10. Custody and safekeeping accounts 11. Fiduciary accounts held in foreign ofices (included in items 9 and 10) (Column A) Managed Assets (Column B) Non -Managed Assets (Column C) Number of Managed Accounts (Column D) Number of Non -Managed Accounts Tnl Bil I Mil I Thou TnI I Bd Mil I Thou ��'�#+'. '� 5 i�'�if Yt "t�F�tiF.�r/.T*n{[�(".f .. ae� " M� !1{ �I)yYY•� W RCFD 8894 RCFD B895 RCFD B896 RCFD B897 11,707,000 1,825,000 10,688 823 d ,g RCFD B89B '',,bpi P7 RCFD 8B99 9,893.000 1203 RCFN 8900 RCFN 8901 RCFN B902 RCFN B903 0 0 0 0 Dollar Amounts in Thousands FIDUCIARY AND RELATED SERVICES INCOME 12. Personal trust and agency accounts 13. Retirement related trust and agency accounts: a. Employee benefit —defined contribution b. Employee benefit —defined benefit c. Other retirement accounts 14. Corporate trust and agency accounts 15. Investment management agency accounts 16. Other fiduciary accounts 17. Custody and safekeeping accounts 18. Other fiduciary and related services income 19. Total gross fiduciary and related services income (sum of items 12 through 18) (must equal Schedule RI, item 5.a) a. Fiduciary and related services Income -foreign offices (included in item 19)_ e9120 20. Less: Expenses 21. Less: Net losses from fiduciary and related services 22. Plus: Intracompany income credits for fiduciary and related services 23. Net fiduciary and related services income Memoranda r Amounts in Thousands a. Non Interest -bearing deposits b. Interest -bearing deposits c. U.S. Treasury and U.S. Government agency obligations d. State, county and municipal obligations e. Money market mutual funds f. Other short-term obligations g. Other notes and bonds h. Common and preferred stocks 1. Real estate mortgages J. Real estate k. Miscellaneous assets I. Total assets of managed personal trust and agency accounts (sum of Memorandum items 1.a through 1.1k) (must equal Schedule RC-T, item 4, column A) RIAD all I MII I Thou B9047 40,000 B905 1,000 B906 1,000 8907 2,000 A479 1,000 8908 15,000 A480 1,000 V Managed Assets RCF B0 Mil IThou eft' B913 WA 8914 WA 8915 WA B916 WA 8917 WA 8918 WA 8919 WA 8920 WA 5921 WA B922 WA B923 WA ease WA FFIEC 031 RC-29 10 11 12 13.a 13.b 13.c 14 15 16 17 18 19 19.a 20 21 22 23 M.1.a MA.b M.1.c M.1.d M.1.e MAJ M.1.g M.1.h M.1.i M.1.j MAA M.1.1 .Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number -03618 Schedule RC-T—Continued Memoranda —Continued Dollar Amounts in Thousands Corporate trust and agency accounts: a. Corporate and municipal trusteeships b. Transfer agent, registrar, paying agent, and other corporate agency Dollar Amounts in Thousands 3. Collective investment funds and common trust funds: a. Domestic equity b. International/Global equity c. Stock/Bond blend d. Taxable bond e. Municipal bond I. Short term investments/Money market g. Specialty/Other h. Total collective investment funds (sum of Memorandum items 3.a through 3.g) 4. Fiduciary settlements, surc a. Personal trust and agenc b. Retirement related trust a c. Investment management d. Other fiduciary accounts e. Total fiduciary settlemen (sum of Memorandum Ite columns A and B minus c Schedule RC-T, item 21) Number of Issues Principal (Column A) Number of Funds (Column B) Market Value of Fund Assets RCF f� iJ '..+ RCF Bit Mill Thou B931 WA 89321 WA 8933 WA B934 WA B935 WA B935 WA 8937 WA B938 WA B939 WA B940 WA B941 WA B942 WA 8943 WA Be" WA e945 WA 8945 WA Dollar Amounts in Thousands (Column A) Gross Losses Managed Accounts (Column B) Gross Losses Non -Managed Accounts (Column C) Recoveries RIAD 1 MII 1 Thou RIADI MII I Thou RIA01 MII 1 Thou larges and other losses: y accounts .r,;:r1A}>:$:,,^.,vvt ny�yw„ B9471 WA B948 WA B949 WA nd agency accounts agency accounts B960 WA 8951 WA B952 WA B953 WA es54 WA Bass WA and related services is, surcharges, and other losses me 4.a through 4.d) (sum of olumn C must equal 8956 WA 8957 WA ;; ." a a " �;fl Jim. *B961 8959 WA 8980 WA John Dible, Accountant Name and Title (TE)CT B962) John dible@bankone.com E-mail Address (TEXT 8926) 614-2484772 614-244-2213 Telephone: Area code/phone number/extension (TE)CT 8963) FAX: Area codelphone number (TEXT B964) FFIEC 031 RC-30 41 M.3.a M.3.b M.3.c M.3.d M.3.e M.3.f M.3.g M.3.h M.4.a M.4.b M.4.c M.4.d M.4.e Optional Narrative Statement Concerning the Amounts FFIEC031 Reported in the Reports of Condition and Income RC•31 at close of business on September 30, 2003 Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST 42 Bank One, NA Chicaao IL 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 Schedule ROT, items 12 through 23 and Memorandum item 4, is regarded as confidential and will not be released to the public. BANKS CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE ROT, 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 commenC box below and should make no entries of any kind in the space provided for the narrative statement; Le., 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 state- ment 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 char- acters, as defined, it will be truncated at 750 characters with no notice to the submitting bank and the truncated statement will appear as the banks statement both on agency computedzed 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 acuracy. 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 trucnation of the statements exceeding the 750-character limit described above.) THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERW SORY AGENCIES FOR ACCURACY OR RELEVANCE DISCLO- SURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CON- FIRMED THE ACCURACY OF THE INFORMATION CONTAINED THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUB- MITTED BY THE MANAGEMENT OF THE REPORTING BANK X = NO COMMENT Y = COMMENT BANK MANAGEMENT STATEMENT (please type or print clearly): TEXT (70 characters per line ) F69-8—ol State of Michigan Deposits - $442 million Signature of Executive Officer of Bank Date of Signature THIS PAGE IS TO BE COMPLETED BY ALL BANKS NAME AND ADDRESS OF BANK Bank One, NA 1 Bank One Plaza, Ste lL1-0309 Chicago, IL 60670 43 OMB No. For OCC: 1557-0081 OMB No. For FDIC: 3064-0052 OMB No. For Federal Reserve: 7100-0036 Expiration Date: 4/30/2006 SPECIAL REPORT Dollar Amounts in Thousands CLOSE OF BUSINESS DATE FDIC Certificate Number 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 their excutive 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). (Excluded 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 O) 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. a. Number of loans made to executive officers since the previous Call Report date_ 3561 1 Is b. Total dollar amount of above loans (in thousands of dollars) 3562920 1 b c. Range of interest charged on above loans I From To (example: 9-3/4%=9.75) TTot 5.38% TTo2 5.38% c Mr dN.0AmP0- m r O 00 000000.-� 2 i •y •y U , O • op •O W •J • O W m • W M � •J .r J 2 a •W X� ` W U y£r O y z0 M W2w . U. F WO y6C . w W v � H . O 2 W J ¢ ' 3 m •OWU a• . LLO ; yW ¢ ^UUyO wa W �X •�2¢-a J _62y 2W J W 2 m y3pTF, y 0O3J2 > O O N£ 6 J ¢ W •' z¢ '- w�o¢w¢� r W £ y rOYw O O 2U LL r W r Wy6•r_ n wz z x z¢ y n• y 6 W O £ Wuw.00w Q W z ¢w w <w w xuxoOc z U F'• O 1-�W W y2y T¢ Z 6 LL y n' 2 6 y y T H a' 2 W y WJW--y-J £ W= U g U y y W O 6 S O r a• W O_ U 2m2TTC-1- K W Ulm 2 J m O m 6 6- J U W r] 2 m 2 O m OM O W S J u LL LL6x H ¢ O ti Y N Z F'6T30F p ¢ W ¢ m - M USW LL _ O 2TyprW U O ¢ w m r y 2 C N £ O O O 6 W O n•z U YK ^ O 060>O- LL OOt-0 ZY M a'2 Ta• Z MU 2 W O a y N n..'6• J yW H C r 0 6^ y r x W YOLLI-.0 a• Sti y O ¢- 0 0 0 m ¢ MI. 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Y NT 01 s-fr�N.d ass 41...... 1 d � i i ;{l \.,r\�wr�I\�L • r', r •Yy�e-r �s art "� :., `Jt �g y a • w,.e:.v SriAs'�gC{h, m M Aw at .. _ ... i ° 4i• „Y� L x s. ry J 1 a-,-�, � eA 1�.,T, 'm � h; 1 - ��� A y; rP � • -.d �.ks -'4h �4e"mom. ih� _Rn �'�"��� 'rtl�¢f7�'.+' rrrr io .gam x S.li Y`. '.d S 1 +lu1fS r`Yi } 9 . ry a s'- a TAN w t!: y. . t "Y+27 "- bisvlu �vti..- y - Y�L a 1 74. LAW 1N*•W - - - Y ,r < 'T OAK .yy.,�� ., w...„eq w+.ptvn lye a ixh°tp +t4o-w t e..x - vxlv.r wvy(em Y19P�lYJYna�Aw�g� l� tA,r +iMaeTK.rmA M'l.MYdivA�W. ILL RI IN nit a YVdN4L�lY �rArM1r :� .. �t ,+tip, [.x a .PiS s'xa MAN _ p rf ni. A Mt'411N� Pi 0. .1jfi��� J Id Imam y�y��y Sixc K bA `-'XLW xis t t1 y Yb »s r u7aS�z i 0 f siWJ yj.` xy:, ,._ P„': -x r Iri r v rr. r - t .v r}Y 1 Y s �e „ .r� `-,Y t. (•'?rf +� i�x.� tr.�e_� R � ;;;r t wY., r ,... _.� .. DEAR FELLOW SHAREHOLDER Bank One made very good progress in 2002. We earned $3.3 billion — or approximately 15% return on equity (ROE) —versus $2.6 billion in 2001. In many ways 2002 ended the "fix -it" chapter for Bank One. I can now say that we are appropriately and responsibly investing in all parts of our busi- ness. This clearly wasn't true in the past. In 2003 we will continue to make substantial investments in all areas, including people, technology, marketing, products, branches, and branding. Today Bank One is positioned to grow properly and profitably. implemented highly structured risk controls. I am extremely Our discipline and investments will drive revenue growth. pleased that during a time of dramatic change we were also able Efficiency will gradually improve operating margins and pay to show growth. for our investments. Credit will improve due to our pruning and better management of exposures and the eventual eco- Building our fortress balance sheet. We ended the year with Tier nomic recovery. 1 capital of 9.9% and a loan-loss reserve ratio of 3.2% — both In this letter I will review our accomplishments of 2002 and share how we will build on this progress in 2003 and beyond. I will also discuss some critical subjects in the news. This year I've asked the heads of our four main lines of busi- ness, as well as our Chief Information Officer and our Chief Risk Management Officer, to add to this letter with their own shareholder letters. Each area is facing specific business oppor- tunities and challenges, and each leader does an outstanding job of assessing and addressing them. You will note some consistent themes across our lines of business. First, we are not in any business where we can't effec- tively compete. Second, each of our businesses is beginning to perform and demonstrate signs of growth. Third, each is real- izing its competitive advantages and becoming an efficient, best -in -class provider. As you read our letters, I hope you feel — as I do every day — the growing energy and com- petitive spirit at Bank One. t0.0 9.5 9.0 I. THE IMPORTANCE OF 2002 ACCOMPLISHMENTS 8.5 By the end of 2002 we had significantly cut 8.0 expenses, run off large, unprofitable, and risky 7.5 books of business, consolidated and upgraded 7.0 massively complex systems and operations, 6.5 6.0 strengthened our management teams, and among the highest of all major banks. Even if new accounting rules require us to move certain off -balance -sheet exposures, such as asset -backed conduits, onto our balance sheet, our capital ratios will continue to be among the strongest in the industry. Our pension obligations are fully funded. This year we expanded our authorized share buyback program from $500 million to $2 billion and to date have purchased more than $600 million of stock. In the event of continued economic weakness, we are extremely well capitalized and well reserved. We are also well protected against rising interest rates, which I will talk about later in this letter. Building a foundation for growth while sustaining strong and expanding margins. In 2003 expenses will increase approxi- mately $300 million, to $9.9 billion. A large Tier 1 Capital 2000 2001 2002 portion of this increase is related to the expens- ing of options and higher medical, pension, and insurance costs. Your company is also dra- matically increasing investments in key areas such as new products, marketing, systems, and branch upgrades. This spending is what I would call good spending. While these invest- ments increase expenses in the short run, they fortify and drive growth in the long run. BANK ONE 2002 0 ~ z z z -MULAd !� "eMNAV ,� F d z � C7 � •-, O z °o Coo Q 3 u 0 u ti Q w C „PANC= ONE. Bank One Wire Transfer Service Terms Dated as of Dated as of ("Customer”) 1. Services. The following provisions apply to the Services for funds transfers that Bank One may provide in connection with any account maintained by the Customer with Bank One. The provisions of Bank One's Commercial Account Agreement or other applicable agreement for account and Treasury Management services ("Service Agreement') are incorporated into these Service Terms by this reference. Capitalized terms used herein and not otherwise defined shall have the same meaning specified in the Service Agreement. 2. Payment Orders, Bank One will execute each payment order issued in the name of the Customer which: (a) is received by Bank One in a manner described in these Service Terns; (b) specifies the Customer's account with Bank One or the account with another bank from which it is to be paid; (c) is verified as the authentic payment order of the Customer using one of the Security Procedures defined in paragraph 10 and 11; and (d) is accepted by Bank One (`Payment Order"). 3, Canrellatinnc, A Payment Order may be cancelled by the Customer if the cancellation is received: (a) by Bank One from a person Bank One reasonably believes is authorized to cancel the Payment Order for the Customer before the related Payment Order is accepted by Bank One; (b) in the case of any foreign exchange Payment Order, prior to the value date of the Payment Order; provided however, the cancellation will only be effective if it is honored by the beneficiary's bank; or (c) in the case of a Payment Order sent electronically where the Service allows, by a Bank One computer and is verified as the authentic request of the Customer using the applicable Security Procedure defined in paragraph 10 or 11 ("Cancellation"). Bank One has no obligation to adjust, reverse or stop payment or posting of a Payment Order or Cancellation (each a "Transfer" and collectively, "Transfers"), except to the extent, if any, permitted by the applicable funds transfer system rules. A Payment Order other than an electronic foreign exchange Payment Order may not be amended or modified. An electronic foreign exchange Payment Order may be cancelled or closed -out in whole or in part, in which case, Bank One shall offset the amount of foreign currency closed -out or cancelled by the Customer at the prevailing market rate and the Customer will hold Bank One harmless from any loss suffered as a result of such offset necessitated by the Customer's close-out or cancellation. If an electronic foreign exchange Payment Order that has been cancelled for any reason is re -initiated by the Customer, a new foreign exchange rate' (prevailing as of the time of re -initiation) will be assigned. 4. Receipt of Transfers, Transfers must be received by Bank One on a business day no later than the time specified by Bank One. Certain Transfers received after the specified time may be processed on the next funds transfer business day. 5, MenrifyinnT N,�. The Customer acknowledges that: (a) if a Transfer identifies its beneficiary or specifies the owner of the account to be debited, as applicable, by both a name and an identifying or bank account number and the name and number identify different persons, execution of the Transfer and payment to the beneficiary may be made solely on the basis of the number; and (b) if a Transfer identifies any bank both by a name and an identifying number and the number identifies a person other than the bank identified by name, any bank may rely solely on the identifying number. 6. Fxerutinn and Trancmiccinn of Payment Orders. If the accounts to be debited and credited by a Payment Order both are maintained with Bank One, the Transfer may be made by a book transfer and not through a funds transfer system. 7. Notice of Rejection, Bank One promptly upon becoming aware will notify the Customer if a Payment Order is rejected and promptly will advise the Customer as to the reason after Bank One receives notice of the reason. The notice or advice shall be deemed commercially reasonable if made available through the Service or given electronically, orally, by telephone, facsimile transmission, first class mail or private delivery service. 8. Notice of Execution. Bank One will notify the Customer of the execution of a Payment Order. The notice shall be deemed commercially reasonable if made available through the Service or in a periodic account statement or given electronically, orally, by telephone, facsimile transmission, first class mail or private delivery service. Unless within three (3) business days after receipt of notification of the execution of a Transfer, Customer notifies Bank One in writing that any Transfer was unauthorized, altered, erroneous or otherwise unenforceable against the Customer, Bank One shall not be liable for interest on any such Transfer which otherwise may be refundable to the Customer under applicable law. Bank One Wire Transfer Service Terms (08-03) 1 of 4 Cash Manager CashNeto FirstCasho The One Connection® The One Net@ One Net@ and FirstWindow are registered marks of BANK ONE CORPORATION. SANKEONE 9. Funds Tra cf r Item Rule c, �'Terms used in these Service Terms that are defined in the relevant funds transfer system rules, but not in these Service Terms, have the meanings given those terms in the relevant funds transfer system rules. The Customer represents and warrants to Bank One that each Transfer initiated by the Customer is in compliance with the laws of the United Slates of America, including, without limitation, economic sanctions administered by the United States Treasury Department's Office of Foreign Asset Control ("OFAC") and any other applicable laws. 10. Bank One, Serurb Pr red m . The Customer agrees that the authenticity of a Transfer will be verified as being that of the Customer using one of the following applicable security procedures (each a "Bank One Security Procedure"): (a) Flertrn it Transfer Security Pored, : For any Transfer initiated by the Customer by the use of a personal computer, terminal or a touch-tone telephone in connection with Services including but not limited to Cash Manager@, CashNet@, DirectWireTM, FirstCash@, FirstWindow@, The One Connection@, Cash Connector, NBDNet, The One Net@, and One Net@ (each an "Electronic Transfer"), a Bank One computer must receive one or more codes, passwords, certificates or security keys related to algorithms assigned to the Customer by Bank One which permits access to the applicable Service. In some cases, a Bank One computer may place a telephone call back to the Customer's computer or terminal to retrieve one or more Electronic Transfers. The Customer acknowledges that prior to sending any Electronic Transfer using any such Service, the Customer may be required to complete and deliver to Bank One funds transfer setup forms and that only Electronic Transfers described in repetitive funds transfer setup forms executed and delivered by the Customer to Bank One can be issued or transmitted using a touch-tone telephone. (b) Telenhnnir Serer ry Pmred e, (i) Authorization. The Customer may authorize persons ("Initiators") to send Payment Orders to Bank One. The Customer may also authorize persons ("Confirmors") to confirm Payment Orders. Each Initiator and Confirmor may be assigned a personal identification code or number for the purpose of caller identification. A person designated as an Initiator and a Confirmor cannot initiate and confirm the same Payment Order. Changes to the designation of Initiators and Confirmors may be made in writing by completing a Telephonic Funds Transfer Authorization Form or other authorization in form and substance satisfactory to Bank One. (ii) Nnn-Rem r't' P e t Ohl r Seewrity P n di . Each Payment Order that is not subject to a repetitive funds transfer setup forth ("Non -Repetitive Payment Order") will be verified using the following security procedure. Bank One will obtain from the person purporting to be an Initiator: the amount of the Payment Order and certain other information regarding the Payment Order; and, if applicable, the Initiator's personal identification code or number; and pursuant to Bank One's usual and customary procedures, Bank One may place a telephone call to a Confirmor to confirm the issuance of such Non - Repetitive Payment Order. (iii) Repieddye Pn)nent Order. Security Proredure. The Customer may complete a repetitive funds transfer setup form providing that payments may be made from a designated Bank One account to another designated account ("Repetitive Payment Order"). Bank One will verify each Repetitive Payment Order by obtaining from the person purporting to be an Initiator the amount of the Repetitive Payment Order, the transaction I.D. set forth in the funds transfer setup form or otherwise assigned relating to the Repetitive Payment Order and, if applicable, the Initiator's personal identification code or number. Bank One is not required to take any other action to verify the Repetitive Payment Order. (c) Dollar t imitc. The Customer and Bank One, upon mutual agreement, may establish per transaction U.S. Dollar limits for Initiators, Confirmors and Repetitive Payment Orders. (d) Binding hLatme of Trnmf r. The Customer agrees that it is bound by any Transfer, the authenticity of which is verified as being that of the Customer by Bank One using the applicable Bank One Security Procedure set forth herein. (a) Customer Sennity Prnr d r . In the event the Customer rejects the Bank One Security Procedures and chooses to initiate Payment Orders by telephonically contacting a banking division, the following security procedure will apply (the "Customer Security Procedure" and together with each Bank One Security Procedure, the "Security Procedures"): Bank One will obtain from a person Bank One believes to be authorized by the Customer (i) the Customer's name, (ii) the amount to be paid pursuant to such Payment Order, (iii) the Customer's account with Bank One from which the Payment Order is to be paid, (iv) the name of the beneficiary of such Payment Order, (v) the name of the beneficiary's bank and city and state, and (vi) the beneficiary bank account which is to be credited pursuant to the Payment Order (collectively "Payment Order Data"). In the Bank One Wire Transfer Service Terms (08-03) 2 of 4 Cash Manager® CashNe? FirstCash® The One Connection® The One Net® One Net® and FirstWindow are registered marks of BANK ONE CORPORATION. "Ali! =ONE t the Payment Order exceeds. I Y calling �nhn ne�rsOrderon and ha i- thete� Phonmitum l o ank One from time to time r. Bank One ' P n confirm the P Person Bank is not required to take aYment Order D One believes to One may confirm the issuance of (b) any other Data. Banc O be authorized constitutes action to verify the 1, "e will not r personal the Customer, Proc a security procedure The Custom aY"tent Order.�uest a personal identification edures. The selected met and Bank One a the Custo Customer by the Customergree that the mer using the agrees to be bound by aand refusal b use of the 12 Custo Y Whe use use CY of the Security proCed mer Security procedure. Y payment Order, mer to an revoke or r name affect any separat�Ers. The Sec dter or not authorized, issued S Of the Custo Customer tl Proc he name Password or s mer. authority of an edures described ecurity key related to,, r will Y Person (whether by coupe of e Computer establish and in addition to and as defined in the Service A ori� maintain, and dealing One will maintain ' is assigned to will cause g or other d do not,, nt or by Bank One to reasonable sec greement and In, and each wise) [a untY and control ar'y such I.D., c maintainpersonreasonable sec n to Which Issue Transfers e" is on the info Customer. Bank One is over code e, number, password ty keand control ofeach code, n rmation contain No a not responsible I•D' nu or s "umber, Bank One except as set fo therein. greement or for number pas sword mow' Y related aleach Custom a t* a and in a rth ininstruct.the detection or sec ed to gorithms manner dtese Service Te of the errors con y key related to Bank transmitted by Banc One. affording Bank One a writin Customer restric ,tamed in any Transfer algorithms assigned rms or in a reasonable opPortnn signed by Customer ting acceptance of an and is entitled to rely 13. Y to act and Bank One Y Transfer is binding on before any affect and is received b affected Transfer is executBank edd, made at r (a) made or ('TRUS Lam At its discretio settlement fit) aPPlicable to the "' Bank One from the Pa of one or more foreign Customer. In m time to time, may Yment Order to B g" exch the event the Customer its account a"ge Tr establish a lirrdt for for with B Bank One or B Transfers uir eign exchan sufficient funds still One; provided, �serm mayholdthe p r� ed to has PRUS Lirt>;t or as exc ge Transfers or waive are not available, B Y the end of b ent Order until atldie on rite same busies thep RUS debited on the�alue datent at an ank one may cancel usiness day on whicCut [Omer has su s day as e Y time ' the fo cient available releaseof of the to its sole discretion rergn exchange Tr the Transfer was released funds in (b) Payment for sole Generally, if the p ansfer, Bank One eased to Bank One available t�e BanOne will not acce RUS Limit is not exceeded, my increase, decrease Transfer when Customer. Unless Pt a foreign ",change funds will be a Price otherwise ins ge Transfer until a rate quote for the applicable c ncy ied by the Custo o urrency is available. mer, B quote for the applicable Bank O Computer is once a forei ti a the 'Pot date generally used gn ge TransferRegarasere1 f rite value dat specifi ❑e will process any foreign currency The resulting valfurnaton ue date by the forei heased to Bark O ed on the co dtree (3) business will be a g" exc ge market or e' the Transfer bee received on the dealing of thedays after the d w ay ranging from the s such other value date specified a value date in Customer's Impossibility foreign exchange at on which the Transfer is arue day as [he effective spe Pied by Bank One from time Possibilit ge industry Pecifi accordance date obligation Bad 'One ma rtibility, whichen�cluding, µi�out�i ed to Bank One oDelive Of the Transfer to a me to which mitation, ry is sub' date u yaO lnonude an eventeWhich a 5etdement of f ult in delay in or t rrnina0 dealing relating Its standard trrtts to itunenc gn exchanof situationP Defintions issued bonstimts `Trice ge Tr °f the perform.,," Bank One diver h it is impossible to ob ISDq, BlvTlq and Ce Disruption"ore- upon the occurrence ounce of a dehe e, Trice of a delivery exchange ges matrially from ta'" a Price, �e Poreign Exchan Matrialit " Drsruption Event, `Trice Source Dti ns i c°"trots or othe Price quoted t (tt�h Cu a on in which the mark [ (event er the 1998 hx and forei ruPtion" and ' factors)• As mer duet extra et Puce of which involve (i) a gn exchange industry to Trice Matenalit ^ use rite current tetras. Y shall haven dtese Service Te ary Prevailin Y available to (d) rite meaningsnns, "inconvertibility,> �Diest rates, foreign assigned to them, from time to foreign exchange r"Ption Event," ge Transfer, the foll�. In the event the time, by relevant gprovisions shall apply.. Customer r equires that a draft be issued in connection with a Bank One Cash Manager®CarhNet®Firs[11 Wire Transfer Se rvice Terms (08-03 he One Connec[ian®The One Netp One N. a Firs[Wi BANKONECORPp�T�ON, ndow are registered Nvir6..,, 3 of BANKS ONE, On -site Drafts. For drafts printed at Customer's office, a Bank One computer must receive notice of the issuance of the draft through FirstCash' or FirstWindow , using the applicable Security Procedure, before the draft is presented for payment at the relevant Bank One correspondent bank. If Bank One does not receive such notice, the draft may not be honored upon presentment to Bank One or its correspondent. The Customer acknowledges that neither Bank One nor correspondent bank will maintain signature cards for the Customer and neither is obligated to inspect any draft for the presence of or authenticity of any signature of any person or whether the signature is authorized. The Customer shall keep stock of unissued drafts in safe custody in the same manner as it would keep cash, currency, unissued cashier(s) or traveler(s) checks or similar money instruments until issued. The Customer shall be liable for any loss, theft or mysterious disappearance of any drafts and will unconditionally pay on demand the face amount of any such drafts which have been presented to and paid by Bank One without regard to whether Customer is legally obligated to make such payment or whether Customer notifies Bank One of any such loss, theft or mysterious disappearance. Bank One will use reasonable and customary efforts to notify its correspondents of a stop payment request with respect to a draft; provided, however, regardless of any notice, written or otherwise, Customer will hold Bank One harmless and indemnify Bank One against any loss in the event a draft is paid over any stop payment request. Remote Drafts. For drafts printed at Bank One's offices, Bank One must receive a Payment Order through FirstCash' or the FirstWindow Electronic Funds Transfer or Cross -Border Payments applications or over the telephone, using the applicable Security Procedure, specifying that Bank One execute the Payment Order by issuing a draft. Bank One will cause the draft to be printed and completed and will mail the draft to Customer or the applicable beneficiary as instructed by the Customer in the Payment Order (the "Mail to Address") or on the applicable signature card. Bank One will use reasonable and customary efforts to notify its correspondents of a stop payment request with respect to a draft; provided, however, regardless of any notice, written or otherwise, Customer will hold Bank One harmless and indemnify Bank One against any loss in the event a draft is paid over any stop payment request. Remote drafts may not be available for some currencies even though such currencies may appear on FirstCash' or FirstWindow . (e) C'arreory ind�, If any foreign exchange Transfer is cancelled for any reason, the Customer shall indemnify Bank One and hold Bank One harmless from and against any loss incurred by Bank One arising from any change in the value of the applicable currency in relation to U.S. Dollars between the time Bank One purchases such currency to cover such Transfer and the time Bank One is able to convert such currency into freely transferable U.S. Dollars. The Customer agrees to pay any such amount on demand. 14. Consumer Transactions, If a Payment Order or related Cancellation is a portion of a funds transfer in which other Portions are subject to the Electronic Fund Transfer Act of 1978 (as in effect from time to time), all actions and disputes between the Customer and Bank One concerning the Payment Order or Cancellation shall be determined purcnant to Article 4A of the Uniform Commercial Code in effect in the state where the relevant account is maintained as varied by these Service Terms 15. Third Rao Scrvqrp. pro id M, In the event the Customer chooses to use a third party service provider ("Provider"), the Customer is responsible for all costs and expenses of its Provider, including, without limitation, all costs and expenses relating to all communications between its Provider and Bank One and all communications between Bank One and the Provider. The Customer shall require each of its Providers to agree to be bound by the confidentiality provisions of the Service Agreement. The Customer is liable for all actions taken or not taken by its Provider in regard to these Service Terms. If each of the Customer and Bank One is a contracting party with the same Provider under separate contracts, the party that originated the instructions, including, without limitation, any Transfer, to the Provider is liable for the resulting action or non -action, subject to the provisions of these Service Terms, and for all resulting costs and expenses. nunx vne Wire Transfer Service Terms (08-03) 4 of 4 Cash Manager' CashNet' FirstCash' The One Connection® The One Net® One NetO and FirstWindow are registered marks of BANK ONE CORPORATION. CONTINUING DEPOSIT SECURITY AGREEMENT THIS AGREEMENT is entered into as of this day of 200 _, by and between the ("Customer"), and Bank One, NA, main office Chicago, Illinois ("the Bank'). RECITALS A. From time to time Customer, for investment and business purposes, makes deposits of money with the Bank; and B. Although such deposits are generally eligible for FDIC insurance coverage, such coverage is limited for the funds of each public unit, as that term is defined by applicable law. C. In consideration of the deposits made by Customer with the Bank, Customer and the Bank desire to enter this Agreement granting Customer a security interest in certain Collateral hereinafter defined to afford Customer greater protection. NOW, THEREFORE, in consideration of the Customer's depositing its funds with the Bank and as security for the repayment of those deposits, the parties agree as follows: OBLIGATIONS. The obligations subject to this Agreement, hereinafter referred to as "Obligations", are the accounts held in the following name: 2. GRANT OF SECURITY INTEREST - COLLATERAL. To secure the Obligations described above, the Bank hereby grants to the Customer security interest in and assigns and pledges assets, hereinafter referred to as ("Collateral"). The Bank represents that its Board of Directors has passed a resolution authorizing and approving the execution and delivery of contracts with the United States, individual states, and any political subdivisions thereof ("Public Units") providing for the deposit of public funds with the Bank and the pledge of collateral by the Bank to the Public Unit and further authorizing and approving the execution and delivery of all related contracts between the Public Units and the Bank, including without limitation, assignments, pledge agreements and security agreements; that such resolution is reflected in the Minutes of the Bank's Board of Directors; and that a copy of this Continuing Deposit Security Agreement shall be maintained as an official record of the Bank. 3. LOCATION OF COLLATERAL. The Bank agrees to deliver and place the Collateral with the Federal Reserve Bank, hereinafter referred to as "Trustee", as a book entry item in the name of the Customer as the secured party. Page I of Y Evidence of such transaction will be forwarded to the Customer immediately after the transaction occurs, in no event later than one (1) week from the execution of this Agreement. 4. BANK REPRESENTATIONS, WARRANTIES AND PROMISES. The Bank further represents, warrants and agrees: a) The Bank has full power and authority to enter into this Agreement. b) The Bank is the owner of the Collateral, or if the Bank is not the owner, the owner has agreed to execute a Hypothecation Agreement granting a security interest in the Collateral in consideration of the Customer's deposits. c) The Bank agrees that the total aggregate market value of the Collateral pledged to the Customer, pursuant to this Agreement, shall be continually maintained at the amount equal to or greater than the Obligations of the Bank to the Customer which exceed the sum of the Federal Deposit Insurance Corporation's Insurance limitation. Customer shall notify Bank of significant changes in the amount of Customer's deposits, at which time Bank will pledge additional or release excess securities. (Bank will voluntarily monitor the market value of pledged securities on a daily basis.) d) If the Bank shall desire to sell or otherwise dispose of any one or more of the securities constituting part of the Collateral deposited with the Trustee, it may substitute for any one or more such securities other securities of the same current par and of the character authorized herein. Such right of substitution shall remain in full force and may be exercised by the Bank as often as it is desired; provided, however, that the aggregate market value of all Collateral pledged hereunder shall be at least equal to the amount of Collateral requir ad hereunder. e) The Bank shall be entitled to income on securities held by the Trustee, and the Trustee may dispose of such income as directed by the Bank without approval of the Customer, provided a breach of contract does not exist. f) This Agreement will continuously, from the time of its execution, remain part of the official records of the Bank. 5. EVENTS OF BANK DEFAULT. The Bank shall be in default under this Agreement upon the occurrence of any one or more of the following events or conditions which continue to exist for a period of ten (10) days after Customer has served the Bank with a notice generally describing said defaults: a) Failure to comply with any of the requirements of Subparagraph 4 above or any other provisions of this Agreement: b) Non-payment of any of the Obligations when due or non-performance of any promises made by the Bank in this Agreement: c) Insolvency of the Bank Page 2 of 4 d) The appointment of a receiver for any part of the Bank 6. RIGHT OF CUSTOMER UPON BANK'S DEFAULT. In the event of a default by the Bank, in addition to all the rights and remedies provided in Article 9 of the Uniform Commercial code and any other applicable law, the Customer may (but is under no obligation to the Bank to do so) sell, assign and deliver the whole, or any part of the Collateral or any substitutes thereof or additions thereto, in a commercially reasonable manner and with right to purchase the Collateral at any public sale. Out of the proceeds of any such sale Customer may deduct its actual damages and reasonable costs and expenses of sale incurred as a result of Bank's default, accounting to Bank for the remainder, if any, of such proceeds or collateral remaining unsold. 7. CUSTOMER REPRESENTATIONS WARRANTIES AND PROMISES. Customer further represents, warrants and agree s: a) Customer has full power and authority to enter into this Agreement. b) Customer will comply with the terms of any other agreements it may have with the Bank which govern the Obligations. In the event that Customer fails to comply with any of its promises herein, or any of its representations is untrue or any of its warranties is breached, or if any of the Obligations are subjected to service of process, including but not exclusively, a writ of execution, then Bank may immediately terminate this Agreement. 8. LAW GOVERNING. This Agreement and the rights and obligations of the parties hereunder shall be construed and interpreted in accordance with the laws of the State of applicable to agreements made and to be wholly performed in such state. 9. TERMINATION OF THE AGREEMENT. Customer or the Bank may terminate this Agreement by giving written notice of termination to the other party which notice is effective when received by the other party. The rights and liabilities of the parties under this Agreement survive any termination of the Agreement until all Obligations have been satisfied in full. 10. NOTICES. All notices and other communications she] I be sent to the CUSTOMER: Name: Address: City/State: BANK: Name: Bank One, NA, Chicago, Illinois Address: City/State: Page 3 of 4 11. ASSIGNS. This Agreement and all rights and liabilities hereunder and in and to any and all Collateral shall insure to the benefit of Customer and the Bank and their respective successors and assigns. No portion of this Agreement may be assigned without the expressed written consent of the other party, and any assignment must comply with all provisions of Paragraph 4c. IN WITNESS WHEREOF the parties have signed this Agreement as of this day and year first above written. CUSTOMER: go Title BANK: Bank One, NA, Chicago, Illinois BY: Title List of Accounts: Page 4 of 4 Pledgee Agreement Form To: Federal Reserve Bank of Boston Date: 600 Atlantic Avenue PO Box 2076 Boston, MA 02106-2076 Attn: Joint Custody We, the agree to the terms of Appendix C of your Operating Circular 7, dated July 12, 2002, as it may be amended from time to time with respect to the account on your books designated (account number) We further agree that you may accept securities from the Pledgor as a replacement of, or in substitution for, those securities presently held (please check one): with prior approval = without prior approval provided that the replacement or substitution does not reduce the aggregate par amount of securities held in custody for us. (See Operating Circular 7, Appendix C, Section 4.3.) We authorize you to use the following call-back procedure for securities transactions pertaining to this account (please circle one): = Three -party call-back = Four -party call-back We certify that the individuals listed below may take authoritative action on our behalf with respect to the account, including a direction to release collateral from the account. You may rely on the authority of these individuals with respect to the account until we otherwise notify you. rint Name) (Title) (Signature) (Date) (email) (fax) Telephone rint Name) (Title) (Signature) (Date) (email) (fax) Telephone rint Name) (Title) (Signature) (Date) (email) (fax) Telephone rint Name) (Title) (Signature) (Date) ((email) (fax) Telephone rint Name) (Title) (Signature) (Date) (email) (fax) Telephone REV 12/2002 Pledgee Agreement (page 2 of 2) The Undersigned hereby certifies that he/she is the present lawful incumbent of the designated public office. Notary State of County of Pledgee Name of governmental unit Street Address or P.O Box Number City, State, Zip Code Official Signature/ Date Printed Name and Title On this _ day of 200_ before me personally appeared to me personally known or satisfactorily proven, who by me duly sworn, did depose and say that he/she resides at in the City of , in the State of that he/she is the [Title] of and that he/she executed this document on behalf of before me. (Signature of Notary) (Print name of Notary) My commission expires on [Date] REV 12/2002 Appendix C CUSTODY AGREEMENT FOR BOOK -ENTRY SECURITIES This Appendix sets forth the terms under which this Bank holds Book -Entry Securities in custodv for the benefit of a state or local government or unit thereof to which the securities have been pledged. Unless otherwise agreed in writing between this Bank and a Pledgee, this Appendix applies only to Book -Entry Securities pledged for the purposes specified in Paragraphs 4.3.2(a) (ii) of this Operating Circular ("Circular").This Appendix constitutes an agreement, as described in the Applicable Regulations, regarding the security interest of a non -Participant in Book -Entry Securities held by a Participant on the books of this Bank. Each Reserve Bank has issued an Appendix C to Circular No. 7 identical to this one. 1.0 DEFINITIONS In addition to the terms defined in the Circular, the terms defined in this Paragraph have the follosvin,g meanings when used in this Appendix. (a) Applicable Regulations means the regulations of issuers of Book -Entry Securities listed in Appendix A to this Circular. (b) Collateral Transaction means the pledge of Book -Entry Securities by a Pledgor to a Pledgee; the release of Pledged Securities to a Pledgor; or the substitution of the same par value amount of new Pledged Securities for existing Pledged Securities that are released to the Pledgor. (c) Pledged Security means a Book -Entry Security that is held in a Restricted Securities Account. (d) Pledgee means the state or total government or unit thereof, to which Book- Entry Securities have been pledged. (e)PI edgor means the Participant that has pledged the Book -Entry Securities. 2.0 GOVERNING LAW 2.1 The Bank provides custodial services in accordance with Paragraph 4.3.2(a)(ii) of the Circular and this Appendix. The Banks rights and obligations in providing custodial services pursuant to this Appendix are governed solely by the Circular, this Appendix, and the Applicable Regulations. 2.2 Pledgor and Pledgee warrant that a pledge of Book -Entry Securities marked on the books of the Bank under the provisions of this Appendix is in accordance with applicable law. If any provision of any bond, security or pledge agreement between Pledgor and Pledgee, or any subsequent waiver, modification or amendment of such agreement, imposes any duties on this Bank that are inconsistent with the provisions of this Appendix, the provisions of this Appendix govern. Provisions of state law that are inconsistent with, or in addition to, the provisions of this Appendix are not binding on this Bank unless otherwise agreed in writing. 2.3 Under the Applicable Regulations, the security interest of a Pledgee is perfected by this Bank -s marking the security interest on its books, and the security interest has priority over any other interest in the Pledged Securities, other than a security interest of the United States. 12 3.0 ESTABLISHMENT OF RESTRICTED SECURITIES ACCOUNT 3.1 This Bank will establish a Restricted Securities Account for [he benefit of a Pledgee once the Pledgee has agreed to the terms of this Appendix and has provided such other information as may be required by the Bank. Existing Pledgees may be required to execute a new agreement with the Bank but, in the absence of such new agreement, are deemed to have agreed to the pro- visions of this Appendix by continuing to hold Pledged Securities with the Bank. Forms for this purpose are available from the Bank. 3.2 By initiating a Collateral Transaction, a Pledgor agrees to all the provisions of this Appendix, as amended from time to time. 4.0 COLLATERAL TRANSACTIONS 4.1 A Cot lateralTransaction is initiated by the Pledgor and, except for the pledge of new Pledged Securities, requires the prior approval of the Pledgee or its authorized representative. Collateral Transaction requests and Pledgee authorizations are subject to verification procedures the Bank specifies from time to time. -1.2 If a Pledged Security is unacceptable as collateral to a Pledgee, the Pledged Security will not be released to the Pledgor without the authorization of the Pledgee. The Bank assumes no responsibility to determine if a Pledged Security is acceptable to the Pledgee. 4.3 A Pledgee may provide the Bank with written standing instructions to permit substitutions of lilts: par value amounts of Pledged Securities without the consent of the Pledgee. A substitution transaction involving a lesser par value amount of Pledged Securities requires Pledgee authoriza- tion for the release of Pledged Securities. In the case OF a substitution involving a pay -down Book -Entry Security, par value refers to the outstanding boot: value of the securities at the time of a substitution transaction. 4.1I The Bank issues a confirmation to the Pledgee and the Pledgor for each Collateral Transaction. The confirmation is conclusive evidence of the Collateral Transaction reflected therein. 5.0 INTEREST PAYMENTS AND OTHER PROCEEDS 5.l Pursuant to Paragraph 9.2 of the Circular, the Bank credits payments of interest on the Pledged Securities to the Pledgor until the Bank receives (i) a written certification from the Pledgee or its authorized representative that the Pledgor is in default under any underlying pledge or security agreement between the Pledgor and the Pledgee, and (ii) written instructions directing the Bank to hold the interest payments.The Bank holds the interest payments in a non -interest -bearing account until collected in accordance with Paragraph 6 of this Appendix. 5.2 The Bank holds proceeds of Pledged Securities (other than interest payments) in a non -interest - bearing account, pursuant to Paragraph 4.3.3 of the Circular, until: (a) Pledged Securities are deposited in substitution for the proceeds or the proceeds are released in accordance with Paragraph 4 of this Appendix; or (b) the proceeds are collected in accordance with Paragraph 6 of this Appendix. Il 6.0 COLLECTION OF PLEDGED SECURITIES AND PROCEEDS 6.l If the Pledgee or its authorized representative certifies in writing to the Bank that the Pledgor is in default under any underlying pledge or security agreement between the Pledgor and the Pledgee, and certifies that the Pledgee has satisfied any notice or other requirement to which the Pledgee is subject, the Pledgee may instruct the Bank in writing to transfer specific amounts and issues of Pledged Securities and, if applicable, specific amounts of interest payments or other proceeds of Pledged Securities not previously credited to the Pledgor or otherwise released, to designated accounts on the books of this Bank or another Reserve Bank. 6.2 Promptly after receiving such certifications and instructions, the Bank will make the transfer instructed by the Pledgee. 6.3 The Bank is not required to obtain the consent of the Pledgor for any such transfer and assumes no responsibility for determining the validity of a Pledgee's declaration of the Pledgor's default or of the underlying pledge or security agreement between the Pledgor and the Pledgee. 7.0 PROHIBITED ACTS 7.1 Notwithstanding any other provision of this Appendix or the Circular to the contrary, the Bank is not required to perform any act directed or required by the Pledgee if the Bank is prohibited from performing the act by law or by court order. 8.0 LIMITATIONS ON BANKS LIABILITY AND DUTIES 8.1 The Bank is liable only for the actual direct loss sustained by a pledgee or Pledgor proximately caused by the Reserve Bank's failure to exercise ordinary care or act in good faith in performing its duties under this Appendix. In no event shall the Reserve Bank be liable for consequential, indirect, incidental or special damages (including lost profits), however derived, and regardless of whether the Reserve Bank has been informed of the possibility thereof. Both the Pledgee and the Pledgor release and forever discharge the Bank from all other claims, demands, and liability of the Pledgee or the Pledgor, or both, in connection with the Bank's performance of its duties under this Appendix and indemnify the Bank for any claims of other parties, including costs of litigation and reasonable attorneys' fees, with respect to Pledged Securities held by the Bank. 3.2 In particular, but not exclusively, the Bank has no duty to: (a) act as escrow agent or in any other capacity not expressly provided for in this Appendix; (b) determine the validity of the pledge of securities by the Pledgor to the Pledgee, including whether any required bond, pledge, or security agreement has been executed; (c) monitor the value of a Pledged Security, or the declining book value of a pay -down Pledged Security subsequent to its pledge, or ensure that the type, amount, or value of a Pledged Security is that which is required under state or local law; (d) verify ownership, validity, or legality of the Pledged Securities; (e) pay assessments as provided under state or local law: (1) give notice of maturity. call, exchange offer, or the like, affecting the Pledged Securities: 14 (g) carry insurance against loss of the Pledged Securities; or (h) inquire into the existence or continuance of the powers or authority of a public official who is the Pledgee or is acting for the Pledgee or the successors in office to or any person repre- sented to the Bank as authorized to act on behalf of the Pledgee. However, the Bank may require a certificate from the proper authority showing that the public official, or any person represented to the Bank as authorized to act on behalf of the Pledgee, is and continues to be so authorized. 9.0 DISPUTES In the event of notice of a conflicting claim with respect to Pledged Securities, the Bank may hold the Pledged Securities, including interest and proceeds, pending settlement of the dispute either by agree- ment of the parties or by order of a court of competent jurisdiction. 10.0 TERMINATION OF AGREEMENT OR PLEDGE SECURITIES ACCOUNT 10.1 The Bank or the Pledgee may terminate this Agreement and close any Restricted Securities Account established under this Appendix by giving not less than 30 calendar days advance writ- ten notice of termination to the other party and to the Pledgor. 10.2 The Bank may release Pledged Securities held by the Bank to the Pledgor at the end of the 30 day period. However, if, within the 30 day period, the Bank (a) receives written instructions from the Pledgor to otherwise dispose of the Pledged Securities and (b) the Pledgee's separate writ- ten approval thereof, the Bank will dispose of the Pledged Securities in accordance with these instructions. 10.3 If, by reason of a merger or otherwise. a Pled-or's Book -Entry Securities account is transferred to another Reserve Bank, the Pledged Securities held by this Bank will be transferred to the other Reserve Bank, with 30 calendar days prior notice to affected Pledgees. If Pledged Securities are transferred to this Bank pursuant to this provision, this Bank will hold the Pledged Securities pursuant to the terms of this Appendix and the existing Pledgee Agreement with the transferor Reserve Bank but may require a new Pledgee agreement. L 1.0 FEES The Pledgor shall pay any fees for services provided under this Appendix, as announced by the Bank from time to time. 12.0 AMENDMENT The Reserve Banks reserve the right to amend this Appendix at any time without prior notice. 15 y X U CC � � ,Y bD •C � Ci iv 0. Y O d U❑ C e0 y N U N V m C V ❑ V T O W � L Y G. Cp '� cu Qa V 7 ti a •o E 'a In. CO CDY C 'U >cm v1 LL, Y Y m CL C O O h Q 0 0 y a o c o A W U O N -Z3 to Ii In • C Lai OV m N 0. •b �° V A H ^. y0 to ° >° La in. w C n c m o❑ ° m d a y .5 0 O o s > o s w �coE Oa � CU❑ s C 0 Gbo as M C 0 o 'y Cas y c o y 3 >, •O N N 0. Y 'N Li c y i E E Ua a o; t E �_ ° _ E y L ; to C o C d y n ^a N m °' ° b wie u d ca � 3�� • • u E o4 y y v Of VN ate. C N C y y L = N O Or 'O O _� C N O N b u v N r M N U H N y C U p CO C y 0 o =yy v W N N N U y S N y on o at°i - o rz to N C O 'D > tU. {�„� A � •� G. 'O > N G N cC 0 LA r'C"' rL.. N 'fl 'O •N ti (D IL _ cc; rn ° E C C4 0 s o u w° cm Q_ CL O1 y 0 = V U C C N p on U o W, O7 h y r L N .m N vcn.y_ E = V W N m N V y rE A OD m E on N N v` G aO O w 'cc a� O O L � ❑ �? .o � : E = N UL = R ttl G p O V p O � C V G •A 1. E � N— V9 4. y E > y C O R `O N ro tC .� O 0 ` b➢ C U � o a o m o � rc � a L o L e u 3 N > VI O 9 U x Q C " S c w C7 e � ¢ o c � N w i a o 0 u H c N O W :.1 > r, u G s W a v�❑ m e vL � , G �V O ti 9 4 V b ov a .a ry LLV hn c G c co V W WO C C SQ U n i u n BANK ONE BSAFEtiF-ENA1 ING :1GRF:FJIE,VT Bank One, N• nk One') is authorized to open a safekeeping ("ClientI and serve as a . account (the ", securities a Sent for Client At the time Client Account") for the °oboe cash listed on the Schedule of P Assets, subject to the ' signs this lent, followinS Provisions: rop�rty � �`lssets") ;igach , Client will deliver t �d to this .agreemeno Bank Onenwillne the SERVICES TO its best efforts t BopeROr,D� D BdYng main ONE. nonpayment of either. Bank One will Promptly D,tn6 Ong will provide custody a Principal, but Bank One will not be of the Assets and will use 00rporate actions affecting or relatim, P Y deliver all 1, held res any mvestmem analysis or reco ' 10 securities held i mu of Ponsible tar the n the proxies and notices ofmcetints or other mmendations with res Account to Client. Bank RECEIPTOFINSTRU Poottoinvestmntorre-inves[meoofwillnot Client that it reasonably INSTRUCTIONS. Bank One ma provide Y believes to be Y, in its discretion, the Account. letter. Client agrees to ..' • genuine. Such inst follow and rely wrung will not atfec[ �n a Bank One written co rn011ons may Y O° any instructions by directs B Bank One's right to eel nBrn'at1On of oral y be given orally, by fax tele Bank One tv act a Yon Client's oral instructions�In Promptly, but failure ko d, one or regardingp°0 the instructions of its affiliate shall be delivC`red to Bank and t all do so in delivery ofsecur tics and other credal Or dollts he 'Markets I c't(gOCilgthonzes and pursuant to BOCbf's nornud business Pmctico. 4ccounc Such instructions §3. REGISTR,gT, of any nominceON IN NOibIINEE NA,% E. All securities ornominces selected b held i y flank One. n the Account maybe re §d. ACCOUNTINGS. gistered in the _- Bank One will forward to name aecounungs will be deemed y Client with the s Sall o Client a periodic statement listin by a court receipt of thee sub ict matter; cot a' Client's rccei t vino clic s if the ace Ofthe Assets, n aich are p income tax ntPeriodic accounyn9, an object* all no, part unless with had been 0) loved prep or file i acknowledge the right c net or an of hereto is raised wnhm thin condition at Sht to receive wrinen confinnatto to connection with the accountOreatedank One will otof periodic statements of activit will al furnished Of each to n niched transaction but waives that right 5. REPRESENTATIONS AND Y Client Client. ght on the in Client's name and on Client behalf to executEMENTS e an May hercaRcr be required b CLIENT. Bank Onc is hereby States, state or local , Y any regulation of the internal ofo authorized and herealicr be in Bank One's ment or judicial action, in connective with a�nvrtcrshtp or other re empowered teal Revenue Service, or other authority which arc or Possession hereunder, clai con . °f �L United areb no crcmptions nSClient's1 behalf. now or may Bank One will not be re account of Client. IfBank lone red tshou dlend t�� itsasole d scrction, advance funds to fhe account to fa ' demand ra of transactions on behalf of the account, °rPayout of its ow demand made b n funds any sums whatsoever fbr the oa - by Bank One or b 6 is ParentOne asuch rand te r in be terestat totnon such advance shall be rc act the and unlessPrime rate m effect fro payable immediatcl Previously Paid, out of rite effective m tun° to time y uPon the first sums there• ' date of, me as announced ��. FEES. For B after received for the account change in such Bank. One's services hereunder, account of Client. priO1`' rate, pursuant io the schedule of fees i Client • . charged against n me ffect at thv time sines to Pay Cc Back One' m Principal or into h -services s Customary Ice co ssZ INDEMNIFICATIONrendered. Clint a . computed OF grew fees may be in by Bank one in BANK ONE. Client will reimburse Bank wt111„-�:thl� good faith in connection with Bank One for a under thi q One's acts ny o this and . mvestmcAny losses resulting Pursuant to this Agreement expenses nt decisions will be home sold b from the investment decisions of Client or 6 inert. IQ secure the faithful perfomtance of its duties under this q l Y y Client. Bank One will not be rc Ta t— Id S scs s quircd to ru a suitability Of such o ea.. la i+s greement. �4h mish any bond to eKe�c�s� vrcQ.wkr - ({wl WrkOne w,ll be 1',-,51e tt.:S q�rrt c�i e�rClt� Pe�arhan C_sa�S dam, n� Cr t IS C91 41` a� i-ES 0('4TC, 'A�Jjr% §S. FORCE MAJEURE. Bank One shall not be responsible or liable Ibr any failure or delay in the pertbnnance of its obligations under this agreement arising out of or caused directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God: earthquakes; tires; floods; tears; civil or military disturbance; sabotage: epidemics; riots; interruptions, loss or malfunctions of utilities or communications service, including without limitation electrical Outages; accidents; labordispmcs; acts of civil or military authority; govcmmental action; or inability to obtain labor, material, equipment or transportation. §9. ASSIGNMENT AN1ENDb{ENT AND TERNIINATION. This Agreement may not be assigned by either party except with the prior written consent of the other party. However, any successor to the business of Bank One, whether by reorganization or otherwise, will act with like effect as though originally named. This Agreement shall be binding upon Client's heirs, executors, administrators, successors and assigns. This Agreement represents the entire agreement between the parties and may be modified or amended only upon the mutual written consent of the parties. On receipt by Bank One of notice of Client's legal incapacity or death. Assets in the Account shall be held pending receipt of proper authorization and instructions. This agency will terminate upon written notice by either party to the other at least thirty (30) days prior to the effective date of such termination. In the event of termination, and within a reasonable time thereafter. Bank One will render to Client a final accounting of the transactions from the date of the last accounting to the date of the transfer of the Assets and Bank One will be discharged and released from any liability thereunder. The termination of this Agreement will not affect or preclude the consummation of any transactions which were initiated prior to the effective date of such termination.. If Client does not provide any instructions within five (5) days of notice of termination, Bank One may deposit any Assets in the Account in the United States mail, registered and insured, postage prepaid, addressed to Clicm,s last known address as shown on Bank One's records. If there eve no Assets in the Account when notice of termination is given, termination is effective upon notice, Alternatively, Bank One shall have the right, but shall not be required, to commence an action in the nature of an interpleader and deposit the Assets in a court of competent jurisdiction. § 10. SECURITY HOLDINGS DISCLOSURE. Bank One is not authorized and will not disclose the name, address or security positions of Client in response to requests concerning shareholder communications under Section 14 of the Securities Exchange Act of 1934, the rules and regulations thereunder, and any similar statute, regulation, or rule in effect from time to time. §I I. —Iran"t inn :...------- _-------- T'__ § 12. NOTICES. All written communication to Bank One pursuant to this Agreement will be sent to Bank One at the address set forth below unless Bank One designates otherwise in writing. All written communication to Client will be sent to the address set forth below unless Client designates otherwise in writing. § 13. INFORMATION - SHARING. Bank One is hereby specifically authorized to release information about this Account to other affiliates of BANK ONE CORPORATION. §1 § 1 J. be"Ove ..1.�VENUE WAIVER and laws rl s. exc except as rued by the al laws UlZ TRI A L AND SGV be brou> court o perceded P ' y attic Statout 'f}I;,,,�s EtR,o ABILITY. This Agreement kill Sht in a co fcom or Pre-em Icd'YY�•.�. �' this agreenme PetentjL risdiction i pplm�ablc fedc S 45 lout ret'erence to the c nt only, each n the Slate °ty law w Any action brought °n0iet of canvenreny'or an Pany hereto irrevocabl w T-"'""t' ght hereunder shall manner Y similar grounds and irrevocably waives any o` iki °r purposcs of dn on the isputes arising em ,by aPPP lcaa Ile w and consents to hcjuis t i serviceloofpr Process S b grounds of venue,lbe. nunrnon_ ti'vtttt�'*R-ee eonditi etion of Y mail Orin any other said courts. �- on wt '�denfa IS greemen ,jaEtsltiP-�tR''-�td-W e veen a'-etas-st-ix- 'fatly Provision of this , Agreement is declared or found toillegal` shall be relieved of all obligations arisin . illegal, unenforceable or void be deemed Sunder such , unenforceable or void, then both amended b t[ being the intent and aprovtsion, but only to the extent that such Preserving ' Y modifying such provision to the gree lent of the Patties S rts intent or, if that is not Parties that this A Provision is enforceable and achieves Possible• bysubstituti ment necessary to make it legal and enforce ble be 1, the same objective. ng therefor another pro §IS CLIENT' §I6 S A vision that is legal t `" negotiate CKN0 LEDGiVIENT OF S and bchalfof mL tOrmnof this A AUTHORITY. grecment. includin . •,,, Client represents that it is dul Client re resents that the execution of this s, action. Client undertakes to advise Bank One of an and to cater into this A ➢ authorized to this Agreement Agreement ha • gauth t. The si Y event whit s been duly authorized bnatotyon h ^might affect this Onze by appropriate INOENINIFICATION authority or the securities of OE CLIENT, propriety of the Client in Bank One's cu tod One shall be °bli °freers or cmployces or to, Sntnl to destrctio abbe Y occasioned b mdemnil'q the Client n: and (b) in the ev ry' or holdup, theft, Y m° ^Cgh 'ence or di • Ibr any loss of Ode (he eat that there is °r mysterious disa shone Client, the securities shall be a loss of t PPearance, ' sty of Bank One's trine loss ofrighis or he securities for which includauk ,ing loss b to privile , PrompgY replaced or the value of 8e �� rides ann s ld hedva value of y damage r Scs from said loss of securities shall be promptly replaced, USq PgTRfOT ACT DISCLOSURE. Bank 0 iate Tools Required to Intercept and Obyd-6 o Tc Bank One to im le of the Uniting and Strengthenin 'with Bunk P meat reasonable procedures to vcrif morism b America b One. Accordin> Actof2001("USA AYy One's identity verification Sro Customer acknowledS.esY�he identit info P ccdures re at Section ofa^Y Person thatopens a new requires ^^afton")fromCustomcroronsom9occasfmoosfromthird 326ofthe 10 Pr°vide Bank On° to re USq PATRIOT account One with and consents to Bank guest certain information Act and Bank information requested condition of Partiesregentifying as a o ening On �ooUn� tag from third partmi s anstomer. Customer agrees P an th or usin Y such identify ng S t^Y Service provided by Bank One. Account By: Signature & Title Address: Dated: El BANK ONE. NA By: GJ Director Address: Bank One National Safekeeping Services I00 N. Broadway, 6'" Floor OKIJ075 Oklahoma City, OK 73102 Dated: Substitute W-9 Certification Under penalties of perjury, I certify that: (1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that 1 am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding., and (3) 1 am a U.S. person (including a U.S. resident alien). Certification Instructions - You must cross out Item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. Taxpayer Identification Number Signature SCHEDULE OF PROPERTY Please attach a list of securities that you will be delivering to National Safekeeping Services. Bank One National Safekeeping Services makes no representations or warranties thereof, including but not limited to representations or warranties as to (1) the value, marketability or authenticity of the herein described item(s); (2) whether any debt evidenced by the herein described item(s) can be collected; or (3) the value or existence of any collateral securing the herein described item(s). 11. BANK -ZONE. Bank One Commercial Account Agreement "'"'"^c a^^ The following provisions apply to the services that Bank One (as defined below) may provide to the Customer in connection with any account and any service described (a) in any user guide, or (b) in any Service Tema or other agreement which incorporates this Commercial Account Agreement by reference ("Service Terms"). The provisions of any such Service Terms are incorporated herein by this reference. By signing a signature card or similar document, snaking deposits or withdrawals, or using any service ("Service" and collectively "Services"), the Customer agrees to the terms of this Commercial Account Agreement ("Service Agreement") and any applicable Service Terms. 2. Aff liatrs. The Customer acknowledges and agrees that some or all of the Services may be provided by one or more subsidiaries or affiliates of BANK ONE CORPORATION (individually or collectively, "Bank One") or agents thereof. It is the intent of the parties m this Service Agreement that the provisions of this Service Agreement and any Service Terms will inure equally many such subsidiary, affiliate, or agent of BANK ONE CORPORATION, or any successor thereto, providing Services Pursuant to this Service Agreement or any user guide or Service Terms. 3. Chargesmd-Ecesi. The Customer will pay Bank One's charges and fees applicable, from time to time, to each Service as specified in writing by Bank One or as otherwise agreed by the Customer and Bank One. Bank One will send the Customer a periodic statement of Service charges and fees which are due and payable no later than thirty (30) calendar days from the date of the statement unless otherwise agreed. Customer agrees to reimburse Bank One upon demand if such charges and fees are not paid when due. Bank One may charge a person who cashes a check drawn on the Customer's account a fee if that person is not a deposit m loan (excluding credit cards) customer of Bank One. 4. Liability. Bank One will be Gable only for direct damages if it fails to exercise ordinary care. Bank One shall be deemed to have exercised ordinary care if its action or failure to act is in conformity with general banking usages or is otherwise a commercially reasonable practice of the banking industry. Bank One shall not be liable for any special, indirect or consequential damages, even if it has been advised of the possibility of these damages. 5. Fan ,rP to Perform. Neither the Customer nor Bank One will be liable for any failure to perform its obligations when the failure arises out of causes beyond its control, including, without limitation, legal constraint m act of a governmental or regulatory authority, an act of God, accident, equipment failu failure, provided it has exercised the diligence as the circumstances require. re, labor disputes or system 6. Indernn'firar'n, The Customer will indemnify Bank One for all claims, costs, demands, expenses, liabilities and losses, including reasonable legal fees and expenses, arising from: any claim of a third party relating to any action taken or not taken by Bank One pursuant to this Service Agreement many Service, user guides or Service Terms, unless the action or non -action constitutes negligence or willful misconduct by Bank One; or the breach of any warranty made by the Customer to Bank One in this Service Agreement or any of the Service Terms. This provision shall survive termination of this Service Agreement and any Service or Service Terms as to matters that occurred during their terms. r`„cr�r.rPr•c rim ( The Customer is solely responsible for the selection, purchase or lease and maintenance of its computer hardware and software collectively the "Customer's Computer") and its compatibility for use where required in connection with any Service. S. Sofhuam. Bank One may supply Customer with certain software owned or licensed by Bank One to be used by Customer only in connection with any Service described in any Service Terms (the "Software"). Bank One hereby grants the Customer a nonexclusive, nontransferable license to use the Software in whatever form and whether installed on Customer's Computer or only accessed from Customer's Computer in connection with any Service. The Software is provided to the Customer in machine readable object code form and the Customer agrees not to decompile or reverse engineer the object code. The Customer acknowledges that it is not purchasing title to the Software and the Software constitutes trade secrets. The Customer will use reasonable care to keep the Software confidential and will not disclose my Software many person, other than the officers and employees of the Customer responsible for the use or maintenance of the System. The obligation to keep the Software confidential shall survive termination of this Service Agreement and any Service Terms. The Customer will not use, make, or have made, any additional copies of the Software, or any part of it, without obtaining the prior written consent of an officer of Bank One, except one additional copy of the Software may be made by the Customer for normal backup purposes without Bank One's consent A separate Software package may be required for each Customer's Computer on which the Software will be installed whether or not it is part of a local area network ("LAN"). The Software may be temporarily transferred to a backup Customer's Computer which is not a part of a LAN or to a backup file server connected to a LAN or to a backup tape while the Customer's Computer or primary LAN, as the case may be, is inoperative due to malfunction. The Customer win not remove any idendfying marks or copyright marks in or on the Software. The Customer represents and warrants to Bank One that, except as otherwise permitted by Service Agreement or any Service Terms, the Software will reside and be used only on a Customer's Computer and will not reside or be used on any other computer of the Customer. Upon the termination of this Service Agreement or any applicable Service Terms, the Customer will return all the Software to Bank One or certify to Bank One the destrrcdon of all copies of the Software in the Customer's possession. 9. Other PimPrictary Data. During the term of this Service Agreement the Customer has a nonexclusive, nontransferable license to use the system user manuals and other implementation and reference guides and manuals, as in effect from time to time, and all other material and associated documentation that Bank One supplies to the Customer pursuant to this Service Agreement or any Service Terms (collectively, "Proprietary Dam") only in connection with the Services. The Customer acknowledges that it is not purchasing title to the Proprietary Data and the Proprietary Data constitutes trade secrets. The Customer will use reasonable care to keep the Proprietary Data confidential and will not disclose any Proprietary Data to any person, other than the officers and employees of the Customer responsible for the use or maintenance many Service. The obligation to keep the Proprietary Data confidential shall survive termination of this Service Agreement and any Service Terms. The Customer will not use, make, or have made, any additional copies of the Proprietary Data, or any parr of it without obtaining the prim written consent of an officer of Bank One. The Customer will not remove any identifying marks or copyright marks in m on the Proprietary Data. Upon the termination of this Service Agreement or any applicable Service Temms, the Customer will rerun an the Proprietary Data to Bank One or certify to Bank One the destruction of all copies of the Proprietary Data in the Customer's possession. 10. Third parry, Safts The Customer acknowledges [hat (a) the Software includes certain software owned and co Software"); (b) that the Customer is not purchasing title to the Third Party Software; (c) that the portions of the Third copyrighted by y t be c pied Party independently of the Services, but only as a part of the Services; and (d) that no third p Party Softwaa may not in copied m used the Third Party Software. The Customer agrees not to decompile or averse engineer anode contained n myrtThird Party Sp�eare technical assistance in connection with H. WARR ANTrPC AND nAMAGP.S BANK ONE REPRESENTS AND WARRANTS THAT IT HAS DEVELOPED EACH SERVICE (OTHER THAN ANY PORTION FURNISHED BY A THIRD PARTY VENDOR) AND HAS THE RIGHT TO FURNISH THE SAME (INCLUDING ANY PORTION FURNISHED BY A Bank One Commercial Account Agreement (10-02) THER PARTY VENDOR). THE SOFTWARE, THIRD PARTY SOFTWARE AND THE PROPRIETARY DATA ARE PROVIDED OR LICENSED TO CUSTOMER "AS K. NEITHER BANK ONE NOR ANY THIRD PARTY MAKES ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED, rMPLID OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR JRPOSE. NEITHER BANK ONE NOR ANY THIRD PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES ARISING FROM THE SOFTWARE EVEN E ADVISED OF THE POSSIBILITY THEREOF. BANK ONE DISCLAIMS ANY LIABILITY FOR DAMAGE TO CUSTOMER'S COMPUTER OR ANY CUSTOMER SOFTWARE OR HARDWARE INCLUDING CUSTOMER'S COMPUTER ALLEGED TO HAVE BEEN CAUSED OR CAUSED BY THE SOFTWARE, THE THIRD PARTY SOFTWARE OR THE PROPRIETARY DATA. 12. Gavemi g I aw. This Service Agreement and each of the Service Terms shall be construed in accordance with the internal laws (and not the law of conflicts) of the state in which the applicable account is located and applicable federal laws. Rank One and Thevo rt. • rive .a..r..a r - 13. Nn Fvrensinn of rmlir, Nothing in this Service Agreement many user guide or Service Terms, unless otherwise agreed in writing between the Customer and Bank One, commits or obligates Bank One to extend any overdraft or other credit to the Customer but Bank One, in its sole discretion, may do so. In that event. the Customer agrees to reimburse Bank One immediately. 14. SeL-0ff. In the event there are insufficient funds available in any applicable account to cover Customer's obligations under this Service Agreement, Service Terms, user guide or Service, Customer agrees that Bank One may debit any account maintained by Customer with Bank One m that Bank One may set off against any amount it owes to Customer in order to obtain payment of Customer's obligations under this Service Agreement. 15. Roles. Use of each Service is subject to all applicable laws, regulations, mles and funds transfer systems and clearing arrangements, whether or not Bank One is a party to them ("Rules"). 16. VAdrDeposits. A receipt or similar document may be provided or made available upon request for all deposits to Customer's account (except for remote deposits, e.g., lockbox, night depository services). However, the amount on such receipt or similar document is based solely on Customer's deposit ticket Credits for all deposits are subject to final verification and, after review, Bank One may make adjustments to Customer's account for any errors, including any errors appearing on Customer's deposit ticket, but has no obligation to do so for de minimus discrepancies. 17. RPair* c_ f nrprrsih. Bank One may return or refuse to accept all many part of a deposit or credit to Customer's account at any time and win not be Gable to Customer for doing so even if such action causes outstanding checks to be dishonored and returned or funds transfers to be rejected. Refused deposits will be returned to Customer. Ili. fherks. Customer agrees that Bank One has no duty to honor, and it may disregard, any statements or legends on the front m back of any check or other item. A stop payment request, regardless of how it is made, will become effective no later than the business day after the business day on which the stop payment request was made. Stop payment requests will be valid for one year and will automatically renew unless cancelled by Customer. Customer may request, through a Bank One Call Center or :usmnux s Customer Service Representative, a non-renewable stop payment, which will be effective for a I80-day period. Bank One shall not be liable for any item paid prim to the effective date of a stop payment request 19. Chr.k cafeveep'n . If Bank One is safekeeping checks or deposit slips for Customer, Customer agrees that Customer's cancelled checks or deposit slips will not be retuned in Customer's statement and that the original cancelled checks or deposit slips may be destroyed in accordance with Bank One's applicable record retention schedules. 20. 1 tnenneeted Funds. Bank One reserves the right, without notice, to refuse to pay checks or permit withdmwls against uncollected funds. In the event Bank One pays a check or permits a withdmwl against uncollected funds, (a) Bank One shall not be deemed to have waived its rights in the future and (b) Customer agrees to reimburse Bank One for the amount of any overdraft. 21. Adverse Claims, Upon receipt of any notice of a claim regarding an account, Bank One may hold the account and shall be refieved of any and all liability for its failure or refusal to honor any item drawn on the account or any other withdrawal instruction. 22. wrdriv. Ph . Bank One offers and recommends Customer use Bank One's Positive Pay Service for fraud protection. In the event Customer declines to use the Positive Pay Service, Customer acknowledges and agrees that all items processed by Bank One are processed through automated technology that reties solely on MICR encoding and that Bank One is authorized to pay, and will be deemed to have exercised ordinary care if it pays, items MICR-enccded with the Customers account information, whether or not authorized by the Customer and whether the item is an original, a copy or is in a carrier m bears a repair strip. 23. Final Pmfing; lnfmmarion Reporting. All credits received for deposit (other than FedWire deposits) are provisional, subject to verification and final settlement Entries received th mugh an automated clearing boom ("ACH") may be posted to the Customer's account If Bank One does not receive final settlement for an ACH entry, Bank One shall be entitled to a refund from the Customer in the amount of the credit to the Customer's account and the originator will not be considered to have paid the amount of the entry to the Customer. The Rules do not require Bank One to provide the Customer with notice that Bank One has received an ACH entry. Information and data reported pursuant to any Service: (a) may be received prior to final posting and confirmation and is subject to correction and (b) is for inforwtional purposes only and may not be relied upon. Customer agrees that Bank One shag have no liability for the content of payment -related information. 24. Flerrmnie prey .ranenr, Customer acknowledges that its account may be debited on the day an item is presented by electronic or other means, in at an earfier time based on notification received by Bank One that an item dmwn on the account has been deposited for collection in another financial institution. A determination of the account balance for purposes of making a decision to dishonor an item for insufficiency of available funds may be made at any time between the receipt of such presentment or notice and the time of return of the item, and no more than one such determination need be made. 25. Account. Each account may consist of two sub -amounts; a demand deposit sub -account and a non -interest bearing money market deposit sub -account This change will occur solely on the books of Bank One and will not affect Customer's account balances or Customer's use of the account Customer will continue to have access to all of Customer's available funds, as Customer does today. The reclassified account is subject to all federal regulations. Bank One is required by law to reserve the right to require seven days' prior notice of any withdrawal from Customer's money market sub -account Bank One, however, does not presently exercise this right. Bank One Commercial Account Agreement (10-02) 26. Man-,e. The Customer is responsible for, and Bank One may rely upon, the contents of any instruction or notice Bank One believes in good faith to be from the Customer or any ttinl party. Bank One shall have no duty to inquire into the authority of the person giving such notice or instruction. 17, Nnrire of t hnanrhmirM'nnncanNnn; Unless the Customer notifies Bank One in writing of any item or debit that is unauthorized, altered, erroneous or otherwise tenforceable against the Customer with reasonable promptness, not to exceed thirty (30) days, after Bank One sends or makes available to the Customer a statement or other notice describing the item or debit, the Customer shall be barred from making any claims against Bank One in connection with such item or debit. 28. A sigma. Neither the Customer nor Bank One may assign m transfer any of its rights or obligations under this Service Agreement many of the ServiceTents, except Bank One may assign or transfer its rights and obligations to a subsidiary of BANK ONE CORPORATION or any successor thereto. This Service Agreement and any Service Terms shall bind the respective successors and assigns of the parties and shall inure to the benefit of their respective successors and assigns. 29. Amen lmenre, None of the Service Agreement, any Service Terms or user guides may be amended orally or by any course of conduct Bank One may amend any procedural or operating term in this Service Agreement, any Service Tema or user guides at any time by sending written notice of the amendment to the Customer. Such notice shall specify the date upon which such amendment shall become effective, which date shag be at least thirty (30) days after the date such notice is sent. Bank One and the Customer may also amend this Service Agreement or any Service Tema at any time in writing. In no event shall Bank One's failure to exercise any right be taken as a waiver of that right or any other right. 30. tag tnfnrmat'nn, The Customer agrees to provide information concerning its financial condition and operations, from time to time, as reasonably requested by Bank One. 31. 1ISA Patrinr A& nlsrinam . Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Interecept and Obstruct Terrorism Act of 2001 ("USA PATRIOT Act") requires Bank One to implement reasonable procedures to verify the identity of any person that opens a new account with Bank One. Accordingly, Customer acknowledges that Section 326 of the USA PATRIOT Act and Bank One's identity verification procedures require Bank One to request certain information ("identifying information") from Customer or on some occasions from third parties regarding Customer. Customer agrees to provide Bank One with and consents to Bank One obtaining from third parties any such identifying information requested as a condition of opening an account with or using any Service provided by Bank One. 32. Tennlnntiun, This Service Agreement cannot be terminated if any Service or Service Tema remains in effecL The Customer or Bank One, upon thirty (30) days prior written notice to the other, may terminate this Service Agreement, any Service and any of the Service Terms; provided, however, any Service in connection with ACH may be terminated upon five (5) days prior written notice to the other party; provided, further, in the event of the filing of a petition in bankruptcy, insolvency or reorganization for the benefit of creditors of the Customer, whether voluntary or otherwise, Bank One may immediately temunate this Service Agreement and any Service Terms. Any claim or cause of action of any party against the other under this Service Agreement or any of the Service Terms or relating to any Service which existed at the time of termination shag survive the termination. 33. Fntim Agmernmt This Service Agreement and each of the Service Tema constitute the entire agreement and understanding, and supersede all prior agreements and understandings, between the Customer and Bank One relating to the Services as of the respective dates of this Service Agreement and each of the Service Terms. The provisions of this Service Agreement shall control any conflict among it and any of the Service Tema or user guides. 34. Sevraahility. If any provision of this Service Agreement is held by a court of competentjurisdicton to be void or illegal or in conflict with any applicable law, the validity of the remaining provisions of this Service Agreement shall not be affected. 35. Nrai . Unless otherwise provided in the relevant Service Terms or by applicable law, all notices may be delivered by hand, mail, private delivery service or (unless otherwise specified by Bank Otte) by facsimile or electronic mail and shall be effective when received. Each notice shall be addressed as specified by the parties from time to time. 36. RernMfing Cnnve tins, Customer or Bank One may record, store and use all telephone conversations and data transmissions. AvauabUity PoUcy Bank One's policy is to make funds available to the Customer on the same, next, second or third business day after the day of deposit depending on the type of deposit m described below. B the Customer will need the funds from a deposit immediately, ask Bank One when the funds will be available. A. nerennlni _g the nary of a� Ir. B a deposit is made before 2:00 p.m' on a business day that Bank One is open, Bank One will consider that day to be the day of deposit. However, if a deposit is made after that time, or on a weekend a federal holiday, Bank One will consider that the deposit was made on the next business day. For determining the availability of deposits, every day is a business day, except Saturdays. Sundays, and federal holidays. B. name nay Ava�ahlrn,, Funds from the following deposits will be available on the day Bank One receives the deposit Cash; Wire transfers: and • Electronic direct deposits to an account C. Ne.r My Avanahtmw, Funds from the following deposits are available on the first business day after the day of deposit: U.S. Treasury checks that are payable to the Customer; Checks down on the Bank One affiliate that holds the applicable account (excluding a Controlled Disbursement site); and The first $100 from a day's total deposits. If the deposit is made in person to a Bank One employee, funds from the following deposits are also available on the first business day after the day of deposit: State and local government checks that are payable to the Customer, if a special deposit slip available at any Bank One banking office upon request is used; • Cashier's, certified, and teller's checks that are payable to the Customer, if a special deposit slip available at any Bank One banking office upon request is used; and Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money orders, if these items are payable to the Customer. If the deposit is not made in person to a Bank One employee, funds from these deposits will be available on the second business day after the day of deposit Bank One Commercial Account Agreement (10-02) D. - Avatlahil't)iof Other f•hwk Dopncih. Funds from all other check deposits vri8 be available depending on whether the check is a local or nonlocal check. Checks can be identified as local or nonlocal by looking at the first four digits of the nine -digit bank routing number normally located on the lower left-hand side of the check. Some ^hecks are marked "payable through" and have a four- or nine -digit number near the routing number. For these checks, use the four -digit number (or the fast four digits of e nine -digit number), not the routing number on the bottom of the check, to determine if these checks are local or nonlocal. Availability fm checks that require special handling will be delayed by one banking day. The amount of funds available to the Customer will be reduced by the amount of any deposited check that is returned unpaid. B Bank One reprocesses the check, the funds will become available no later than the second business day after the banking day the check is reprocessed, for local items, or no later than three business days after the banking day the check is reprocessed, for all other items. E. I onset Delays May nriy. In some cases Bank One may not make all of the funds that deposited by cbeck available. Depending on the type of check deposited, funds may not be available until the fifth business day after the day of deposit. However, the first $100 of the deposit will be available on the first business day after the day of deposit. If Bank One is not going to make all of the funds from a deposit available at the times shown above, it will notify the Customer at the time the deposit is made. Bank One will also specify when the fords will be available. B a deposit is not made directly to a Bank One employee, or if Bank One decides to take this action after the Customer has left the premises, Bank One will mail a deliver the notice to the Customer by the day after Bank One receives the deposit. In addition, funds deposited by check may be delayed for a longer period under the following circumstances: Bank One believes a deposited check will not be paid; • Deposited checks for all of the Customer's accounts total more than $5,000 in any one day; • The Customer redeposited a check that has been retained unpaid; The Customer has overdrawn one or more of its accounts repeatedly in the last six months; or There is an emergency, such as failure of communications or computer equipment. Bank One will notify you if it delays the ability to withdraw funds for any of these reasons, and it will tell you when the funds will be available. They will generally be available no later than the seventh business day after the day of deposit. Inclement weather or transportation delays may lead to additional delays under certain availability schedules, Please see your specific availability schedule. The Federal Reserve banking system does not allow forward processing of any check over $99,999,999. Bank One will handle any such item as a collection item, with customer credit and availability deferred accordingly. • Certain banking centers aMnummNedreller machines(ATM) observe cutoff hours later than 2:00p.m. Check the local Nanking center orATMfor exam tines. Bank One Commercial Account Agreement (10-02) n Account Analysis STATEMENT GUIDE This guide is intended to provide information to help you understand each section of your Account Analysis statement(s). All balance terms, column headings, and summary line items are defined in this guide. Information About Statements Each month,you will receive a detailed Account Analysis statement for each individual account. If you have multiple accounts,you will receive a summary Account Analysis statement foryour entire billing relationship in addition to a detailed Account Analysis statement for each individual account. Detailed Account Analysis Statement The detailed Account Analysis statement contains two sections: Balance Analysis A concise monthly and average year-to-date summary of your average balances, service charges, and earnings allowance. This summary provides a step-by-step review of how your investable balance and earnings allowance were calculated. Service Analysis A review of all services used during the month and the resulting service charge and balance equivalent. Services are grouped by product family. Summary Account Analysis Statement The summary Account Analysis statement contains three sections. In addition to the Balance Analysis and the Service Analysis sections, the summary Account Analysis statement also contains a: Relationship Account Summary A list of all accounts included with your relationship summary. In addition to information in the sections of your Account Analysis statement, this guide also contains: Account Analysis Definitions and Formulas Index A list of all terms used in this guide ® Account Number/Group Account Number: The Demand Deposit Account (DDA) number for this statement. For groups, the account number designated to represent a group of accounts in a relationship. ® Page Numbers: Each page of the analysis is numbered consecutively and also reflects the total number of pages in the entire statement. ® Statement Perlod:The beginning and ending date of the statement. 0 Contact: Your Bank One Relationship Manager or department managingyour relationship. ® Account Number: The number of the individual or group DDA covered by this balance analysis section. 0 Average Ledger Balance: The net sum of the daily positive and negative ledger balances for the month, divided by the number of days in the month. The balance of the last preceding business day is used for weekends and holidays. ® Less Average Float: The difference between the average ledger balance and average collected balance for the month. Bank One assigns float on deposited items based on our published availability schedules. [Average Ledger Balance — Average Collected Balance] Q Average Collected Balance:The net sum of the daily positive and negative collected balances for the month, divided by the number of days in the month. [Average Ledger Balance —Average Float] ® Less Reserve Requirement: The portion of the DDA balances that must be set aside by the bank to meet reserve requirements. This amount is not available to offset service charges. [Average Positive Collected Balance x Reserve Rate] ® Average Investable Balance: The sum of the average positive collected balances less reserve requirements (less loan compensating balances, if applicable). This is the balance on which the earnings credit rate (ECR) is applied. [Average Positive Collected Balance— Reserve Requirement — Loan Compensating Balances (if applicable)] ® Less Balance Required: Balance required to offset the current month's balance -based service charges. [Total Charge For Services/Earnings Credit Rate x No. of Days in Year/ No.of Days in Mo.] Excess/(Deficit) Investable Balance: The excess or deficit in balances remaining after the balances required to offset the current month's balance -based service charges have been deducted. [Average Investable Balance— Balance Required] ® Reserve Adjustment: The reserve adjustment is used for determining the collected balance position after offset of service charges. For excess investable balances, the reserve adjustment represents surplus reserves based on excess collected balances. For deficit investable balances, the reserve adjustment represents additional reserves based on deficit collected balances. (Excess/(Deficit) Investable Balance/(i-Reserve Rate) x Reserve Rate] 0 Average Negative Collected Balance: The sum of the (D Net Collected Balance Position: The net collected daily negative collected balances for the month, divided balance position is the sum of the investable balance by the number of days in the month.This balance is plus the reserve adjustment. For excess balances, these used in determining the negative collected balance fee, positive collected funds are available to your company which will also appear within the service analysis to meet other corporate obligations. For deficit section of your statement. balances, this is the additional positive collected ® Average Positive Collected Balance:The sum of the balance required to offset all service charges. (Excess/(Deficit) Investable Bolonce/(7-Reserve Rate)] daily positive collected balances for the month, divided by the number of days in the month. AWK_=ONE. Bank One, NA ABC COMPANY 123 MAIN ST CITY ST ZIP CAP N N 001 573 2 09-09-2002 N ® Group Account: 111 12345678901 ® Page 1 of 27 ® AUG 1 through AUG 31, 2002 0 Contact: John Smith Account Analysis Statement ® Group Account: 111 12345678901 GROUP ACCOUNT Balance Analysis Average Ledger Balance ® Less Average Float UI Average Collected Balance ®' Avg Negative Collected Balance ®I Avg Positive Collected Balance ® Less Reserve Requirement ® Average Investable Balance ® Less Balance Required Excess/(Deficit) Investable Balance ® Reserve Adjustment -Collected Net Collected Balance Position service Charge Calculation ® Earnings Credit Allowance 10 Total Charge for Services Net Charge for Services Service Charge Amount Service Charges Will Be Debited From Account ® Earnings Credit Allowance: The calculated value of balances maintained during the month, which can be used to offset balance -based service charges. The ECR is displayed on each corresponding detailed DDA statement. [Average Investable Balance x Earnings Credit Rate x (Days in Mal Days in Yr)] Q Total Charge for Services: The sum of the charges for services rendered.This amount is detailed within the service analysis section. This Period 739,811.19 -231,849.63 507,961.56 16,381.16 524,342.72 -52,434.24 471,908.48 -2,614,424.63 -2,142,516.15 -238,057.35 -2,380,573.50 715.72 -4,107.87 -3,392.15 3,392.15 111 12345678901 Q Will be either: Average Year To Dare 739,811 -231,850 507,962 524,343 -52,434 471,908 -2,614,425 -2,142,516 -238,057 -2,380,574 716 -4,108 -3,392 A. Net Charge for Services: Amount due for services after deducting the total charge for services from the earnings credit allowance where the result is negative. or B. Net Service Credit: Amount of excess credit remaining after the total charge for services has been deducted from the earnings credit allowance where the result is positive. 3 KEY, FEATURES ® Account Number/Group Account Number: The DDA number for this statement. For groups, the account number designated to represent a group of accounts in a relationship. ® Page Numbers: Each page of the analysis is numbered consecutively and also reflects the total number of pages in the entire statement. ® Statement Period: The beginning and ending date of the statement. Account Number: The number of the individual or group DDA covered by this service analysis section. ® Service: This column lists all services used during the month. Services are grouped by product family. Number of Units: This column displays total volumes for each service used. For the FDIC assessment and negative collected balance fees, this amount represents the balance on which the service charge was determined. ® Unit Price ($): The price per unit of service is displayed. If accounts within an analysis relationship have different pricing for the same service, the services will be listed at each price for that service. For the negative collected balance fee, the rate will be displayed. 0 Charge for Service ($): This column displays the total charge for each service. [No. of Units x Unit Price] Q Balance Required ($): The balance required to offset the current month's balance -based service charges.This amount is calculated by dividing the total charge for services bythe ECR,then multiplying bythe number of days in the year, and dividing bythe number of days in the month. ((Charge for Service/Earnings Credit Rate) x No. of Days in the Year/ No. of Days in the Month] ®i Total Charge for Services ($):This amount represents the sum of all charges for services rendered during the month. eaWK=ONE. CAP N N 001 574 2 09-09-2002 N Bank One, NA ® Group Account: 111 12345678901 ® Page 2of 27 ABC COMPANY ®AUG 1 through AUG 37, 2002 0 Account No: 111 12345678901 GROUP ACCOUNT Service Analysis ® O ® O O Service Number OI Charge For Unite Laft Price Service Balance Resulted General Account Services FDIC Assessment Account Maintenance Account Maintenance DDA Statement Print Additional Depositary Services Dep Cks On -Us Dep Cks Local City Dap Cks Local RCPC Dep Cks National FRB Other Dep Cks Encoding Credits Posted Deposits Deposited Items Returned Wholesale Lockbox Services WLB Maintenance WLB Lockbox Deposits WLB Courier Del Svc Fixed Fee WLB Courier Delivery Service WLB Unprocessables WLB Item With Copy WLB Attach Document WLB Check Clearing- Canadian Disbursement Services Coat Dub Checks Paid Stop Pymnt Automatic Renewal Telephone Inquiry A WK=ONE. Bank One, NA ABC COMPANY Account No: 111 12345578901 GROUP ACCOUNT Service Funds Transfer Services FT Voice Incoming Transfer FT Voice Outgoing OTC FT Voice Outgoing Rep Transfer FT Term Outgoing Rap Transfer Cash Conn Single Acol Chg Automated Clearing House ACH Cretlits Received ACH Debits Received ACH Addenda Records TTPS Federal Tax Payments TTPS Fed Monthly Report Reconciliation Services ARP CD ROM Media Fee ARP CD ROM Mantenance Check Image Capture Information Services Foreign Check Deposit (CAD) CM Stop Payment Initiation CMFW Detail Rpt 1° Acet CMFW Detail Rpt Addl Acat Miscellaneous Services Balance Transfer Incoming ZBA Automated Credit Total Charge for Services Service Analysis Number Of Units Unit Price 33 7.5000 2 55.0000 8 16.0000 1 7.5000 1 35.0000 CAP N N 001 575 2 09-09-2002 N Group Account: 111 12345678901 Page 3 of 27 AUG 1 through AUG 31, 2002 Charge For Service Balance Required 247.50 157,519.62 110.00 70,008.72 128.00 81,464.69 7.50 4.773.32 35.00 22,275.50 31 0.2000 6.20 3.945.93 12 0.2000 2.40 1.527.46 9 0.0300 0.27 171.0 20 5,0000 100.00 63,644.29 1 15.0000 15.00 9,546.64 1 50.0000 50.00 31,822.14 1 50.0000 50.00 31,822.14 1562 0.0400 62.48 39,764.95 1 3.5000 3.50 2,227.55 1 12.0000 12.00 7,637.31 1 125.0000 125.00 79.555.36 5 55.0000 275.00 175,021.81 as 1.5000 132.00 84,010.46 64 0.7500 48.00 30.549.26 4,107.87 2,614,424.63 5 AMK_—�E Bank One, NA ABC COMPANY Account No: 111 12345678901 GROUP ACCOUNT CAP N N 001 576 2 09-09-2002 N Group Account: 111 12345678901 Page 4 of 27 AUG 1 through AUG 31, 2002 Summary of Accounts Included In Analysis 111 12345678901 111 56789011234 111 90112345678 111 23456789011 111 67890112345 111 01123456789 111 34567890112 111 78901123456 111 11234567890 111 45678901123 111 89011234567 Average Collected Balance: The net sum of the daily ending positive and negative collected balances for the month, divided by the number of days in the month. The average collected balance is the average ledger balance less average float. Average Float:The difference between the average ledger balance and the average collected balance for the month. Bank One assigns float on deposited items based on our published availability schedules. Average Investable Balance: Sum of the average positive collected balance less reserve requirement (less loan compensating balances, if applicable). This is the balance on which the ECR is applied. Average Ledger Balance: The net sum of the daily positive and negative ledger balances for the month, divided by the number of days in the month. Average Negative Collected Balance: Sum of the daily negative collected balances forthe month, divided bythe number of days in the month. This balance is used in determining the negative collected balance fee. Average Positive Collected Balance: Sum of the daily positive collected balances for the month divided by the number of days in the month. Average Year to Date: Sum of the balance analysis line calculations averaged for the calendaryear. When an account is opened during the year, this column represents the average since the account was opened. Balance -Based Service Charges: Service charges that can be offset by the earnings credit allowance. Balance Required: Balance required to offset the current month's balance -based service charges.This amount is calculated by dividing the total charge for services bythe ECR, then multiplying bythe number of days in the year, and dividing bythe number of days in the month. Balances Brought Forward: For accounts on a settlement cycle otherthan monthly, this represents the excess balances carried overfrom prior months to be accumulated within the current month. Balances Taken Forward: For accounts on a settlement cycle otherthan monthly,this represents the excess balances accumulated within the analysis cycle which will be carried over to the next month. Charges Brought Forward: For accounts on a settlement cycle other than monthly, this represents the amount of service charges carried over from prior months to be accumulated within the analysis cycle. Charges Taken Forward: For accounts on a settlement cycle other than monthly, this represents the amount of service charges accumulated within the analysis cycle which will be carried over to the next month. Collected Balance: Ledger balance less float. Credit Requirement: If required, the collected balance that must be maintained for credit services.The balance has been adjusted by the DDA reserve amount. Earnings Credit Allowance: Calculated value of balances maintained during the month which can be used to offset balance -based service charges.This amount is calculated by multiplying the average investable balance,times the ECR, times the number of days in the month, divided by the number of days in the year. Earnings Credit Rate: The rate used to value your average investable balance. Bank One assigns this rate at our management's discretion. The rate is usually based on the average of the current month's weekly auctions of the gi-day Treasury Bill rates and rounded down to the nearest five basis points, less management determined basis points. Excess/(Deficit) Earnings Allowance: Difference between the earnings credit allowance and the balance -based service charges. Excess/(Deficit) Investable Balance: The excess or deficit in balances remaining after the balances required to offset the current month's balance -based service charges have been deducted. FDIC Assessment: A pass -through fee based on each $i,000 in ledger balances held on the last day of the month times the current premium rate. Fee -Based Service Charges: Service charges that cannot be offset by the earnings credit allowance. Float: The dollar amount of deposited items that have been given immediate, provisional credit but are in the process of collection from drawee banks.This is also called uncollected funds. Invoice: The first page of the analysis statement designates when service fees are to be paid by invoice versus direct debit.The analysis invoice will be found as the last page of the analysis statement. Ledger Balance: End of day balance after all accounting entries (debits and credits) have posted to your account. Multiplier: The balance required to offset one dollar of balance -based service charges at the prevailing ECR.To calculate the multiplier, take the number of days in the year divided by the ECR times the number of days in the month. After determining the multiplier, the balance required can be calculated by taking the balance -based service charges times the multiplier. Net Charge for Services: Amount due for services after deducting the total charge for services from the earnings credit allowance where the result is negative. Net Collected Balance Position: The net collected balance position is the sum of the investable balance plus the reserve adjustment. For excess balances, these positive collected funds are available to your company to meet other corporate obligations. For deficit balances, this is the additional positive collected balance required to offset all service charges. Net Service Credit: Amount of excess credit remaining after deducting the total charge for services from the earnings credit allowance where the result is positive. Reserve Adjustment: The reserve adjustment is used for determining the collected balance position after offset of service charges. For excess investable balances, the reserve adjustment represents surplus reserves based on excess collected balances. For deficit investable balances, the reserve adjustment represents additional reserves based on deficit collected balances. (Excess/(Defldt) Investable Balance/(i-Reserve Rate) x Reserve Rate] Reserve Requirement: The portion of the DDA balances that must be set aside by the bank to meet reserve requirements. This amount is not available to offset service charges, and is calculated by multiplying the average positive collected balance times the current reserve requirement rate. Service Charge Amount: Service charge that will be debited from the DDA you have specified (or invoiced if applicable). Settlement Date: When the analysis billing period is greater than one month, this represents the day for which the analysis billing cycle will be complete. For example, a quarterly billing cycle may have the settlement date of March 31 on the January analysis statement. Total Charge for Services: Sum of the charges for services rendered. Total Net Services: Sum of the net charge for services plus or minus balances/charges brought forward. Unit Price: Price per unit of service. Average Collected Balance 2,7 Average Float 2,7 Average Investable Balance 2,7 Average Ledger Balance 2,7 Average Negative Collected Balance 2,7 Average Positive Collected Balance 2,7 Average Year to Date 7 Balance -Based Service Charges 7 Balance Required 2, 4, 7 Balances Brought Forward 7 Balances Taken Forward 7 Charges Brought Forward 7 Charges Taken Forward 7 Credit Requirement 7 Earnings Credit Allowance 3,7 Earnings Credit Rate 7 Excess/(Deficit) Earnings Allowance 7 Excess/(Deficit) Investable Balance 2,8 FDIC Assessment 8 Fee -Based Service Charges 8 Invoice 8 Multiplier 8 Net Charge for Services 3, 8 Net Collected Balance Position 2,8 Net Service Credit 3,8 Reserve Adjustment 2,8 Reserve Requirement 2,8 Service Charge Amount 8 Settlement Date 8 Total Charge For Services 3, 4, 8 Total Net Services 8 Unit Price 4,8 Bank Statement 0 Bank One Anywhere, NA Anywhere, USA 1 MULTI SITE CUSTOMER 100 SOMEWHERE SOMEWHERE, USA Acct # 123456789 Taxpayer ID 9999999999 May 1 through May 29, 20OX Page I HAVE A QUESTION ABOUT YOUR STATEXIENT OR YOUR ACCOUNT - RECEIVE CONVENIENT CUSTOMER SERVICE FROM A REAL BANK ONE B,4NKER 5 BANK ONE COMMERCIAL CHECKING Account Number 123456789 6 Checks Paid Number Amount Date Paid Number Amount Date Paid 7 Other withdrawals including tees and list posted items Date Description 05-02 IDNXTO Taraet 002 0456456456 0000000400 1 nnn on IDNXTO Return 05-15 IDNXTO Misc Fee 002 0456456456 0000000400 70.00 05-29 IDNXTO Return 002 0456456456 0000000400 20.00 $1,135.79 7 Deposits and other additions 05-02 IDNXFR Target 004 0056056056 0000000000 2.000.00 05-08 IDNXFR Deoosit 002 0456456456 0000000400 2.048.99 I7F:�ilftdtlf�#li#3 05-10 IDNSFR IDN Sum 004 0046046046 0000000000 R 952 47 10 Daily ending balance Date Amount Date Amount 05-02 $1,000.00 05-10 $18,118.94 05-06 $989.21 05-15 $18,048.94 05-08 $6,766.61 05-21 $18,023.94 05-09 $9,766.61 05-29 $20,003.94 Fees and charges Your service charges, fees and earnings credit have been calculated through account analvsis } »� , , / \ E \ >- ° < § )/ g k \) ) 2 2 /) § 164 \ § \); \s ( § o \\ ( \ \ ; ;. <- B @ (/ @2u j4 Z e 2]§ < E ` ( C \ /000zu ° [ \ u Cd \ I® 23 / S \§}Uj ��U \ \\ /(0 ( a o d }\ a\a E Bank One, NA North Texas Availability Schedule Policy The availability of checks deposited is based on the financial institutions where the checks are draw and the location where the deposit is made. • The cutoff time for same day ledger credit is 3:00 PM Central Time. • Items that reject from the high speed sorter will be assigned one day extra float. • The availability of checks deposited at a branch will be based on the processing time at the check clearing site. The availability of pre - encoded checks deposited at the check processing will be based on receipt time. • The Federal Reserve banking system does not allow forward processing of any check item over $99,999,999.00. Bank One will handle any such items as a collection item, with customer credit and availability deferred accordingly. • The attached availability schedule lists deadlines for pre -encoded deposits received at Bank One, Texas processing site I Bedford, Texas, Monday through Friday. Assuming no Holiday, deposits made on weekends before the Sunday deposit deadline of Noon will be available l to 2 days lather than shown in the schedule. For example, if the schedule shows immediate or one -day availability, those funds would generally be available on Monday. • Bank One assigns an additional 5% float factor to some items to cover unusual situations such as extreme weather conditions when checks may not be presented to the drawee banks. 0 Availability schedules may be changed without notification. NORTH TEXAS PREMIUM COMMERCIAL AVAILABILITN' SCHEDI,LE Sured by Transit Routing Number DCV)t-ICE :\V:VL\BIL.CIY DESCR1PTi0Y 7TL\.iSIT ROLIIYG YLh7BER(5) VLV3tL1'iY F. CTOR 12:00 P.M. 0 Postal Money Orders 0000-0020,0000-0119.0000.0800 100% 12:00 p.m. 0 U.S. Treasury Warrants 0000-0050, 0000-0051 7:30 a.m. 0 E-Z Clear Bands 0000-9000 1009'u 10:30 p.m. I 0 Boston City 0110 2_:00 p.m. Windsor Locks RCPC Ol 11,0113,0119,0211 10130 o.m. 0 %indsor Locks HDGS O l l 1-0001. 0010. 0080. 0091. 0152. 0336,0412,0113-0105,0413,0119- 0044,0057.0065.0135.O140.0165. 0322, 0367, 0211-0032. 0110. 2211- T_13 95"'" 1 Boston RCPC 0112,0113,0114,0115 95% I0:30 p.m. 0 Boston HDGS 0113-0060.0068,0164,0203.0235. 0243, 0283, 0292. 0115-0001. 0033 '>5"a 2:00 P.M. l NWNE RCPC 01 16.0117 '0:30 P.M. Il New York City 0210.0260.0_30 30 a.:n. 0 New York Select City 0210-0002,0210-0008,0210-001 0210.0030,0260.0002.0200-001'. 0260-0030 95In :,OQ P.m. l East Rutherford RCPC 0212,0214.0219 95".5, 10:30 p.m. 0 East Rutherford HDGS 0212.0002,0009.0033,0216.0260, 0271,0501,0214-1063,0219-0032, 0235, 0828, 0852 95% :.QO P.M. l Utica RCPC 0213,0223 95% 10:30 P.M. D Utica HDGS 0213-0001,0007,0038.0046.0262. 0539,0682,0943,0223-OO16.0017, 2213-7079 9511E 0 30 p.m. I East Rutherford Country 0215.0216 951,E 1().3()p.m, O Utica City 0220 93% 10:30 p.m. 0 Philadelphia City 0310,0360 95". 3_7 i.m. O Philadelphia Select City 0310-0001, 0310-0002, 0310-0003 95"s, '10 a.m. Philadelphia RCPC 0311.0312.0313,0319 95"1, ! 1430 p.m. 0 Philadelphia HDGS 0311-0004,0009,0015.0016,0017. 0020,0022.0026.0028.0035.0033. 0047,0312-0073.0209,0254.027;. 0305, 0760, 0313.0046, 0154, 0234. 0281, 03 L9-0166, 0168, 0276 95% U):30 p M. 0 Cleveland City 0410 3:30 a.m. 0 Cleveland Select City 0410-0068, 0410-0103 951�" ,,09 P.M. I Cleveland RCPC 0412 959'. Page 1 of 9 VORTH TEXAS PREMIUM COMMERCIAL AVAILABILITY SCHEDI.LE Sorted by Transit Routing Number OF_kDG\E .AV.UL%BlLrN DESCRIPTION TRINSIT ROL-NG:VUBER(S) AVUL1BILr1y FACTOR 0412-0008,0014,0044,OOS5,0066. 0 M. 0156, 0110, 0200, 0211. 0332. 0389,0497,0567,0685,0704,0924. 10:30 o.m. 0 Cleveland HDGS 1343, 1331. 1503, 2412-7203 95'16 10:30 o.m. 0 Cincinnati City 041_0 9;� 3:30 a.m. 0 Cincinnati Select City 0420-0042 I 959;, 2:00 P.m. l Cincinnati RCPC 0421.0422,0423 95% 0421-0017,0013,0023,0028.0119. 0422-0092.0137,0194,0204.02La. 0230, 0242, 0421, 0501, 0503, 0347, 10:30 am. 0 Cincinnati HDGS 0773. 1208, 0423.0407 95% 10:30 o.m. 0 Pittsburgh City 0430 9jv, 3:30 a.m. 0 Pittsburgh Select Ciry 0430-0026 95^,;, 2:00 a.m. 1 Pittsburgh RCPC 0432,0433,0434 95% 0433-0073,0I60,0162.0173,0241).. 0:30 o.m. Pittsburgh HDGS 034-1, 03-13, 05 L3 It):30 p M. Columbus City 0440 iF3:30 a.m. O Columbus Select City O-WO-0002 95'!i 2:00 p.m. I Columbus RCPC 0441,0422 95ON 0441-0173, 0259, 0832, 1509, 15 12. 10:30 p.m. 0 Columbus HDGS 1544, 0442-0366, 0454 95% 10:30 p.m. 0 Richmond City 0510 959% 2:00 o.m. I Richmond RCPC 0514 95% 0514-0064, 0072,0073, 0186, 023 L 10:30 p.m. 0 Richmond HDGS 0589, 0712 95% 2:00 p.m. l Charleston RCPC 0515 95% 0:30 a.m. 0 Charleston Citv 0519 10:30 P.M. O Baltimore City 0520 95% 3:30 a.m. 0 Baltimore Select City 0520-0001 95% 2:00 p.m. Baltimore RCPC 0521,0522,0540.0550,0560.0570 95% 0540-0003.0004,0052,0055,0120. Ot22.0158,0550--0011.0190.0234. 0270,0302,o309,0320.0560-0107. (M11.0126,0424,0479,0738.0760. U)JU p.m. O Baltimore HDGS 2560-7497 951?14 10:30 p.m. 0 Charlotte City 0530 95N 2:00 P.M. ! Charlotte RCPC 0531 95% 0531-0002,0025,0030,0035.0049. 0052,0055.0112,0127,0139,0152, 0156.0162,0132,0197.0246,0348, 0351,0763.0796,0799.0858,0920. it) 30 o.m. D Charlotte HDGS 1 0952, 1040. 1051, 2531-7159 950+. Page 2 of 9 NORTH TE`CAS PRFMIUM COMMERCIAL AVAILABILITY SCHEDI:LE Sorted by Transit Routing Number DF_1DLINE I AV:UL(BlLM DESCRIPTION I TR.4SIT ROL-RNG YLNBER(S) FALTOR 2:00 o.m. I Columbia RCPC 0532 95'" ')30 D.M. U Columbia HDGS 0532-0001. 0006, 0044. 0776 95'' 1030 p.m. 0 Columbia City 0539 5'^ I030 p.m. 0 Atlanta City 0610 0610-0001,06 0-000,0610-0007. 33U a.m. 0 A[lanta Select City 0610-0010 =' 2:00 I Atlanta RCPC 0611,0612,0613 =''^ p.m. 10:30 p.m. 0 Atlanta HDGS 0611-0079, 0116, 01'_4. t278. I3'_7 95"" 1030 p.m. 0 Birmingham City O620 951'' Birmingham RCPC 0621,0622 Oti21-0081. 0110, 0349, 0558, 0622- 0053,0114.O1'_9.0136.O149,0157. OIBI,01_11.0226,0230.0233,0306. 0372.0373.0373,0375.0403.0406. 't:30 P.M. 0 Birmingham HDGS 0509, 0536 Iq: 10 O.M. I 0 Jacksonville City 0630 p.m. 1 Jac!son yille RCPC 063 I,063'_ 95'' 0631-0027. 0063, 01 15. 0215, 03 L9. 04ti9, OSfi8, 06 L', Oti62, 0751, 0838. 10:30 p.m. 0 Jacksonville HDGS 0632-101'_ 95N 3130 a.m. O Nashville City 0640 95"a 2:00 l Nashville RCPC 0641,0642 951% P.M. 0641-0139,0153,0307,0435,0824. 0642-0076.0091,0132,OL45,0275. 930 0 Nashville HDGS 0361, 0434, 0591, 0719 `>5"^ p.m. i30 a.m. D New Orleans City 0650 95"� 0650-0002,0060, 0652.00 L 7,0021, 0023,0036,0038,0040,0044,0223. 0312.0361,0654-0011,0013,0056. 0 O Bank One, Louisiana New Orleans RCPC 0237,0507.1111-0002,0029,0031. 007fi,0091,O103.0214.0286.04h7 0651.0652.0653.0654,0655 95'^ �)Miami City 0660 95''" I Miami RCPC 06700670-Ot01.0243,0269,0398.0567.0606.0617,0623,0643,0713.0775. 401)') 0 Miami HDGS 0941. 0859, 0909, 1402, 2670-912695'� 0 Chicago City 0710 95%0710-OOO1,0710-0003,0710-0015. q Chicago Select City 0710-0023. 0710-0077 95'/1 I Peoria RCPC 071 I 95"9 2:00 p.m. I Chicago RCPC 0712,0719 95"i" _' 00 O.M. Page 3 of 9 NORTH TPCILS PREMIUM COMMERCIAL AVA;LABILITF SCHEDULE Sorted by Transit Routing Number DGID LIMB AVAILAB1LM DESCRIPi7(7Y 'I7LL\SI1'ROLTiVG NUMBER(S) ( AVM55iILCIy FACTOR 10:30 o.m. 0 Chicago HDGS 0719-U433, 1141, 1558, 1315. [904. 1946, 2222.2269, 2302, 2322.'_23, 2382. 2414, 2719-7001, 7233. 7293 951,E (0:3U o.m. 0 Detroit Ciry I U720 I qp. 3:30 a.m. 0 Detroit Select Ciry 0720-0009, 0"-0-0033, 0720-0091 95" 2:00 p.m. 1 I De roit RCPC 0724 95 ,. 10:30 p.m. 0 Detroit HDGS 0724-0005. 1292, 1329, 1333, 1360 951% 10:30 o.m. 0 Des Moines City 0730 qjq 3:30 a.m. 0 Des Moines Select City 0730-0017, 0730-0022. 0730-0054 954; 2:00 p.m. 1 Des Moines RCPC 0739 95% 10:30 o.m. 0 Indianaoolis City 0740 95' 3:30 i.m. 0 Indianapolis Select City 0740-0001, 0740-0006 95" 2:00 P.M. Indianapolis RCPC 0749 yj+ M:_0 p.m. 0 Indianapolis HDGS 0749-0019,0027,0174,0357,0360,, )412. 0465. 0616. 0910. l I00. 1247, 1243. 1257, 1317, 1337. 1346 9j^t 10:31) o.m. ') Milwaukee City 0750 3'.30 a.m. O :Nfilwaukee Select City 0750-0001. 0750-0002 2:60 P.M. l Milwaukee RCPC 0759 10:30 p.m. 0 Milwaukee HDGS 0090, 0127, 01-54, 0272, 0600, 0819, 0821, 0957.0991, 1052, 1120, 1160, 1216 9511, 3:30 a.m. 0 St. Louis City 0810 95% 6:30 o.m. 0 St. Loui.i Country 0812,0915,0865 94" St. Louis HDGS 08IZ-0827,2149,0815-0049,0140. 0142, 0289, 1769, 1789, 0819-0221 95% 2:00 P.M. l Louisville RCPC 0813,0839,0863 959b 10:30 p.m. 0 Louisville HDGS 0839-0165, 0,939-0426 95N 2:00 p.m. St. Louis RCPC 0819 qj+, 3 30 a.m. 0 Little Rock Citv 0820 yj+, 6:30 a.m. 0 Little Rock RCPC 0829 qj• I 0:3o p.m. 0 Louisville City 0830 qj „ 3:30 a.m. 0 Memphis Ciry 0840 7:30 p.m. ) Memphis RCPC 0841,0842,0843 95% 0 30 p.m. 0 Minneapolis City 0M,0960 95% 7:30 a.m. 0 Minneapolis Select Ciry 0910-0001, 0910.0002, 0960-0001 95% 3:30 a.m. I Minneapolis Country 2211 -09I2,0913,0914,0915 95".' M .30 P.M. 0 Minneapolis HDGS 0912-1592.0913-0002,0914-0850, 0918-0029, 0030. 0919-0034, 0046. 0053, 0102, 0149, 0188, 0197 95'!!, Page 4 of 9 NORTH TEX,\5 ?RE1lILll CO\I�tERC(AL A`: A[LA3lLIT'r" Si'FiEpI-_Lc Sorted by Transit Routing Number W=\DU ,E .w.ULABIIM DESCRIPnOY 1R XNSIT ROURNG NUMBER(S) a)?'''IL1B1 e.Acra 2:00 o.m. t Minneapolis RCPC 0913,09[9 9j? i0:30p.m. 0 Helena City 0920 95"6 10:30 o.m, f Helena Country 0921 951; T)o p.m. Helena RCPC 0929 9; J:30 a. 0 Helena HDGS 0929-0002.0017,0033.0047,0085. O163, 0455, 05 t6. 0527 9j9 1:30 a.m. O Kansas Cio+ 1010 959; 1,:30 P.m. . 0 Kansas City Counuv 1011, 1012, 1019 I 95".t, !i'rai m 0 Kano, Cin: Pr1,'C toII-0002,0004,0016,0160,0183, 0743,1226.1012-0039,0051,0062, 0095.0112.0115,0563.1156.1019- 1)[;Q nluI n 0 Denver City 1020 95"� 3:301.:T1. l I Denver Country 102I, l0221023 I yjn, i i 3:30 i.m. 0 Denver HDGS tint-Uu4U.0o91,0151.0164,0254, 0400,0454,O463,0526,0531.102'_- 0022. OI24, 0252. 1070-0002, 0007. 0019, 0032. 0033, 0070. 0079, 01 _5. 0 107, 0180, 0250, 0253, 0301, 0329. 0361, 0364,0435. 0438, 0463. 0504. 0549, 0580, 0592, 0630 -- 95". 1:30 a.m. 0 Oklahoma City 1030 95y" 4:00 P.M. 0 Bank One. Oklahoma 1030-0019,0064,0205,0226.1030, 1031-0164,1039-000l,0136 l00°. 1i:30p.m. > Oklahoma Country 1031 959;, 3:30 a.m. O Oklahoma HDGS 1031-00l;2, Ol 15 95% 1:301.m. 0 Oklahoma RCPC t039 951t, 0:30 p.m. 0 Omaha City1040 95"„ ;:30 a.m. 0 Omaha Select City 1040-0001 9511, 3:30a.m. 1 Omaha Country 1041 Omaha RCPC W44.0004 0p1 `. 0113, Q1;ij I304 9i"„ it):31) p.m. U Omaha HDGS 1322 95 a:JO O.M. Denver RCPC 1070 15"„ 7:30 a.m. 0 Dallas City 1110 U)0° 4:00 p m. 0 Bank One. Texas 1110-0061,1119-0005,1149-1978 100% Page 5 of 9 NORTH TEXAS PRE-IILM CONIMERCIAL AVAILABILITY SCHEDCL2 Sotted'ov Transit Routing Number DL\DI.ISE kv--uLkBILITY DESCRIPTION' ROf--i'tS , NnIBER(S) aY:11L\BI FACTOR 1110-0001.0002,0075,0077,0094. 0091i,0098,0103.0t15.0396,043!. 0793.09% [017, 1361. t535, 17,20- 2159.1113-0037,0090,0093,0094, 0148, 0235, 0352, 0436, 0437, 058-, 0636,0819,103-,1236,146t,2256. 2269. I119-00t(). 0023, 0062, 0065. 0067.0071, 0167,0364,0457,0744. 0919.0969.11!_.I146,1384,1405, 11_3. [4"3. 1430, 15,2. 1592. 1609. 1710, 21,16, 2270. _294, 1120-00L. II23-2260.1130-0001.0002,0000. 0O')S. 0126, 01a4, 0'_94. 03I2, 0501). 0501,0635,1054,1135,1433,1482. 1496,1578,t598,1625,t787,2307. t131-0004,0059,0237,029t,0607. _ 2237.2387.1I40-OOOI.0D08.U009. 007t, 0077, 0079.008t. 0085,0086. Ib14,17t2. 1149-0032,0234,0289. 0391,0411.0459,0470,0930,1003. 1223, 1271, 2093, 2117, 2149, 2t65, 2180, 2377,1163-0319.100.1046. 1465,2293,3110.7314,9312,3119- 9323,3130-7376.930t.3140-7298. 12:00 p.m. 0 Statewide C',earinghouse 3149-7447 1ow'., 12:00 1.rn. 0 Dallas RCPC 1111.111 1100% Page 6 of 9 NORTH TEXAS PRE�I(U,I COMMERCIAL AVAILABILITY SCHEDI;LE Sorted by Transit Routing Number DF_U)IItiE AVMLWILM DFSCRIMoY T21,YSrT ROLTRG NUMBER(S) iV:VLiBlI17y F.XC-rOR 11 I1-0090, M,7, 0177, 035'_. 0474, 0737,1119-0025,0045,0052,0054. 0()5-', 0053, 0059, 0060, 0073. 0145. 0151.0156.0i5_.0164,0190.0191. 0197.0200,021:.0227,0239,024'. 0315. 0323, 035'.. 0355.0357.0385. 0404.O141.04:35.0509.0523,0539. OW, 056,. 057:. 0576, 0600.0tiO3, ObO4,0616,0327,0632.0634,0662. 0685.0714. 07t9. 0742. 0755. 0750. 07n5, 0771, 0737. 0783. OS 17, 085it. 0883,0836.0895,0923.0936.0960. 0')n I, 099'). 10GG. 1005. IO2n, 1060, 1062, 1249. 13_6, 1332, 1338. 1368. 1379,1402.1-'_:.1428,1463.1484. _ 1480, 1503. 1525, 1539, 1556. 1562. 1505. 1508, Ut65. 1669, 172l, 1732. 1736, I943. 2GG9.2032.2076. _123. 1178, 2277, 2323, 2330, 2360, 2389. 22393,3111-75i2,3119-7975.8900. Dallas Sakct RCPC 9290 Ilili"' It 13-0083. 0113. 1119-0073, 0 1. 23, O130,0155,0390,0760.0963.1055, 1474,1635. Mo. 1714,1917,3119- 3:30 a.tn. 11 Daliav Select RCPC 7223 IUO"S l 119-0450, 311 l.7584. 7594, 7598. 3113-7651. 7675, 7676, 7078, 76,-35. 7791,8084.8:99,3596,3706,3711. 3737,3119.770!.7702,7329,7987. SDT_, 113,1, 9 ! 5', 8153. 315n.81n1. I a 1 n6. 1169.:i 173. S 193. 8 Ho. 3203. Q43,8253.3256.8523.'1533.3585. :in37, 877.9, !Sa9'. 89Y5. 9005. 9029. j 9033, 9040, 9051. M23-3530.3130- 8061.8062.3064.8290,8316,8319. 3322,8325,8400,8507,8549,3723. .729,9056,9209,9210,9327,3131- 7748,7766,95i9.8745.8760,8762. 3971, 3140-8540. 9953. 3859, 9374, 3149-7716, 7717, 7797, 7835, 7.139. 7,41. 7862. 9097. 8089, 9534, 8621). I A a.m. O Texas Credit Union League 3630. 8737. 3163-8639, 9648, 3673 IIiO9l, Page 7 of 9 N'ORTH TE',-\S PRENIIC�vI CO;vI�IERCI.AL AV:\ILABILITY SCHFDI:LF Sorted by Transit Routing Number DE WUNE :XVAIL0lL= DESCIUMoY T VNSIT RoI.TIS ; YINBER(S) A -"UL1Bllfll" FACMR 10 o.m. 0 Dallas Countr: l t 13 l00 ; 1113-0143, Ott)[, 0173, 0209. 0236, 0237, 0254,0253.0260,0'33,0231. 0300, 0301. 031 :. 0348. 0349, 0360. 03-1,0405,0106,0430.0434,0435. 0440, 0460, 0463, 0491. 0311. 0557. 0574, 0585.0605,0608,0619,0655. On56, 0675. 0637, 0725, 0726. 0743. 0748,0;'53.0766.0734.0,905,0821. 0327.0335,0814,0855,0857.0863, OS7'_, 0873, 0903. 0923. 1029. 103_. 1031t, U)80. 1084. W86, 1087, I41. ! t 145, 1162, 1171, 1178, t 79. 1184. 1203, 1206, 1213. 1220, 1253. 1273, 1277. U00.1320,1347,1303.[4ip• =_ 1157, 14111. I5(1,1. 1579. 1661. 1()71), 1632. 1658, 17pb. 1763, t7,84, t 36. 13(hi, 13:6. 1858, L861, tVO. 1900. ! 1931,1953,2000,2021. 2034.2067. 1 208'), 2092, 0 104.2105.2106,21IY. 2164, 2171, 2172, 2181, 2132. 2185, 2192. 2227, 2231, 2240 2245. 2_53, 2257,2266,2272,2274,2231.2296 _301,2303,2363.2368,2373.2330. 10:10 n.m. U Dallas Seieet (:ountrr 2390, 2392, 2395, 3113-3085 t 1 L1-0095, 0112.0731, 1131, f 694, West Texas Selcct:; 2253. 2299 1:30a.:n. EIPaso Ciri 1120 Lopp,� 6.30 p.m. 0 I El Paso RCPC 1122.1123.1163 Iowl, i:3U a.m. U Houston City 1130 !0:30 p.m. 0 Houston RCPC 1131 7 ; 0 a.m. ') San Antonio Ciri t 140 •�•". I0:3OP.m. ban :Antonio RCPC 114') 3:30 t.m. I Texas State Warrants 49-OOlti !00" 3:30 a.m. 0 San Antonio Select RCPC t 149-0272, 3149-7066 U)0°" 6:30 p.m. D San Francisco City 1210 9p; 3:30 a.m. 0 San Francisco Select City 1210-0004, l210-0035. 1210-0057 95'S 11:31) am. 0 San Francisco RCPC 1211,1212.1213 95?" n:31; p.m. I San Francisco Country I214 10:30 p.m. 0 Los Angeles City 1220,1223 3:31) t.m. 0 Los Angeles Select City 1220-0004. 1220-0021, 1220-0066 9510, Page 8 of 9 NORTH TFMkS PREMICM CO�I%IERCLAL AVAILABILITY SCHED(:LE Sorted by Transit Routing Number DE.IDLI�'E .i�":�1L11fi[ll1Y DESCRIPliO� TRLYSiT ROf,'IIYG YLl.4BER(5) Ab'IBIE1 F.LLC n:00 P.m. 0 Los Angeles RCPC L'_tA222,1221 9jN ,0 a.m. 0 Los .Angeles Select RCPC 1221-0001. 0002, 0170 )5"0 0 Los Angeles HDGS 1222-0144, 0477, 1224707- 1 95"" 0:30 P.m. 0 Portland City l_'30 q;" 3:30 a.m. U Portland Select Cin 1230-001'_, 1230-00'_2 95"6 ::UU o.m, t Portland RCPC l23l,t232,1'_3= qp, 9:30 o...r. 0 Portland HDGS L'_32-On51 95"6 3:30 a.m. 0 Salt Lake City 1240 2:00 P.M. 1 Salt Lake RCPC l'_41,12a2,1_13 95°6 0 SearleCRV 125O 95% 1:30 �. . 0 Searle Select City 1250-OOO2. I _Si)-0003 95N I Searle RCPC 12;I,1252 751;, i:30a.m. 0 BnkofAmenca- Tray.Ck 3000-0001 9514 i0:30 p.m. U First Chicago - Visa 3000-0002. Rcnublic National 3000-0003 i '0 I.M. 0 Amencan Express 3000-0005 3!) p.m. !) Thomas Cook 3000-0006 10:30 P.M. 0 Citibank .SU00-0008 95 1 3030 am, 0 Barclays 3000-0010 1030 p.m. 0 ,MasterCard Internti. 3000-001 ( I 95'!a, 10:30 p.m. 0 Arab Banking Corp. 3000-0013 95".. Page 9 of 9 F . -.. �..,.,..,,.._�:..,.o..,_.__.-,,..,,�,.,.w.,�..a.,..� __ a .. ..•...�.,�. r 1XIUAd J!d�E«nY, J%m e ■CL cn § o -�_ CL 2 a R Fcam- E ■2Lj- o 222E « =.tee G 2=•C . ak22 2 moms J 0 k E .rig aoRCL /k 0 l Ef al « )§m m >2§S f C«2 §\d]d § om §a)CE .. 2a�§2 er- 22]a$ m� �£'0N 0 2E-1§% 2� 20m Mo 2"a §©■=0 2■ mmF- U- L) -i= a�3 k § k )§§ § )#§ )k{ k gI E MCc0 k §og�r-2 a aXM� c.�§LO �§�^m] =�a��■ omE�§§ �3� = a2■X�CJ ����z� �72�.� 2��a�, LLLLc®f� o4) 7$$2km §22¢2% ■«A§§(D f�ff/° ��2cN )f%$—k CLC) LL&�LL$§ d22akk j2■jkk /&alkP H DDA NUMBER 123456789 LOCKBOX NUMBER 1234 LOCK 80X NO.OF BATCH# COUPONS 100 4 101 7 410 7 BATCH NO. 100 100 100 100 100 101 101 101 101 101 101 101 IM 410 410 410 410 410 410 410 TRANSACTION NUMBER 0042 W65 0055 0001 0086 DD67 0070 0056 0014 0034 0029 0002 D002 DD01 OD02 OD02 0002 0001 PAYMENT AMOUNT 41.50 33.20 58.10 66.40 B'ik, 33.20 38.18 136.95 244.85 63.86 53.95 8.30 579.29 390.00 311.00 329.00 311.00 311.00 346.00 362.00 BANK ONE RETAIL LOCKBOX ADDR-1 1 STANDARD DETAIL REPORT WORK OF: 11/17/2003 PAGE:1 DDA NAME ABC COMPANY LOCKBOX NAME ABC COMPANY I Y102 NO. OF NO. OF CHECKS TRANS. 4 4 7 7 2 2 PAYMENT DUE 41.50 33.20 58.10 66.40 19920 33.20 38.18 136.95 244.85 63.86 53.95 8.30 579.29 390.00 311.00 329.00 311.00 311.00 346.00 362.00 410 2,360.00 2,360.00 3,130.49 3,138.49 TRANSIT CHECK NUMBER ACCOUNT 07IM29M 102030405 071922968 020406OB09 071915580 1050709060801 071000013 246824682460 071000013 102030405 271070801 02D4060B09 071925745 1050709050801 071923909 246024682468 071000505 102030405 044000804 0204060809 243374218 1050709060801 063000047 1050709060801 063000D47 1050709060801 122000861 102030405 063000D47 1050709060801 063000047 1050709060801 063000047 10507091KIM01 1220MI 102030405 CHECK SERIAL 1234 2468 13579 123456789 987654321 24682468 1357913579 111 222 123456789 147258369 1357913579 1357913579 24682468 1357913579 1357913579 1357913579 24682468 DEPOSIT AMOUNT 199.20 579.29 2,360.00 OCR ACCOUNT 0000123312 1234567890 1111111111 2YE2222222 0000123312 1234567890 1111111111 1331331331 2442442442 3553553553 D000123312 1234567890 1111111111 PM922222 1331331331 2442442442 3553553653 WHOLESALE LOCKBOX DEPARTMENT A WORK OF: -0510512003 CUSTOMER SUMMARY DETAIL REPORT PAGE:1 DDA NUMBER 000000000 DDA NAME XYZ COMPANY LOCKBOX NUMBER 111111 LOCKBOX NAME XYZ COMPANY OKLA(A) LOCKBOX DEPOSIT ITEM REFERENCE NUMBER AMOUNT COUNT 31465 33,057.47 11 41459 7,668.58 2 42831 6,647.40 2 TOTALS 47.373.45 15 ITEM REF- REMITTER CHECK CHECK CHECK ACCOUNT NUMBER NO. NAME AMOUNT DATE SERIAL NUMBER 1 31465 ARAMARK 4,200.32 04/27/1999 1898856 0877711DO08956 31465 2 31487 ACCO BRANDS 4.200.32 04/27/1999 1098856 08777110008956 31487 2 32940 ACCO BRANDS 4,200.32 04/27/1999 1898856 08777110008956 32940 AIN 4 ' LOCKBOX NAME :COMPANY MANUFACTURING. INC. REFERENCE NUMBER :21001 TEM COUNT :13 1. 177.17 2. 17.93 3. 71.11 4. 486.42 S. 7.891.46 8. 7. 0.32 772.10 (" 4 � 8. 7210 � �f 9. 1,876.17 10. 304.00 11. 114.06 12. 244.98 13. 2,364.82 4 LOCKBOX NAME :COMPANY MANUFACTURING, INC. REFERENCE NUMBER :21001 TRANSIT ROUTING NUMBER : 569998763 DEPOSIT LOCATION ITEM COUNT :13 We have credited your account for the above Lock Box deposit COMPANY MANUFACTURING, INC. 2222 EXECUTIVE ST. LAS VEGAS, NV 89231 EDr [E* ED:> L-f" w 4 4 ACCOUNT NUMBER :8122-0054 02232003 Page: 1 LOCKBOX NUMBER :8977 DOLLAR AMOUNT : $14,326.55 USD 4 4 ACCOUNTNUMBER :8122-0054 02/232003 LOCKBOXNUMBER :89T DOLLAR AMOUNT : $14.326.65 USD INITIAL REFERENCE GUIDE Lockbox Name = Client's Name Reference Number = Number of This Batch Item Count = Total Check in This Batch Account Number = Client's Deposit Account Lockbox Number = Client's P.O. Box Dollar Amount = Batch/Deposit Total (dollars) Date of DepositBusiness Date Listintg of Individual Checks in This Batch Lockbox Name = Client's Name Reference Number = Number of This Deposit Transit Routing Number = Internal Sort No. Deposit Location = Not Applicable Item Count = Total Checks in This Deposit ADDR-1 1 WORK OF: 12/03/2003 DETAILS -CITY OF DENTON TAX PAGE: BANK ONE - RETAIL LOCKBOX D E T A I L R E P O R T - C 0 U P 0 NS I CUMBER 1562622132 DDA NAME CDTNT(961083) LU.. OX NUMBER 961083 LOCKBOX NAME CITY OF DENTON TAX LOCK BOX NO. OF NO. OF NO. OF DEPOSIT BATCH # COUPONS CHECKS TRANS. AMOUNT 1 1 1 1 575.10 2 76 76 76 42,474.52 85 12 7 6 5,563.17 TOTALS 89 84 83 48.612.79 I BATCH TRANSACTION OCR PAYMENT PAYMENT TRANSIT CHECK CHECK NO. NUMBER ACCOUNT DUE AMOUNT NUMBER ACCOUNT SERIAL 1 0001 00000216146 575.10 575.10 111900659 70773B8911 1535 1 575.10 575.10 2 0001 00000196475 677.70 877.70 111000614 1574763858 2619 2 0002 00000103045 961.93 961.93 111000614 9332059088 4113 2 0003 00000920634 30.41 30.41 322077795 081545907 012816 2 0004 00000192149 1,057.93 1,057.93 111911321 2103372 3495 2 0005 00000221895 698.22 698.22 101000019 145017803 0435 2 0006 00000033110 184.68 184.68 062101413 8033393656 0B26 2 0007 00000021092 540.66 540.66 311980725 0000073334 3543 2 0008 00000035695 414.31 414.31 111900659 5691512102 1278 2 0009 00000211004 702.52 702.52 111001150 1747843905810565 1747 2 0010 00000208865 913.90 913.90 111000025 007836501348 1545 2 0011 00000031448 256.37 256.37 111000614 9332060248 3030 2 0012 00000030000 348.58 348.58 111000025 004777584169 1287 2 0013* 00000022324 519.31 519.31 314970664 0030052436 9583 2 0014 00000022257 381.84 381.84 111902000 0420005456 2348 2 0015 00000221867 72B.61 72B.61 111906271 463978569 0793 2 0016 00000102803 672.70 672.70 113000023 000317082887 2896 2 0017 00000102686 755.57 755.57 113000023 000317082887 2895 2 0018 00000173426 6.03 6.03 111907445 16811122 0158 2 0019 00000175378 6.23 6.23 111907445 16811122 0159 2 0020 00000023044 579.50 579.50 111000614 646411116 1047 2 0021 00000030678 583.79 583.79 103100959 0426364 2777 2 0022 00000030015 147.06 147.06 111904817 2118955 1081 2 0023 00000026066 560.60 560.00 111900659 5691034024 1283 2 0024 00000901736 45.04 45.04 111900659 5690468371 007774 2 0025 00000033545 466.45 466.45 111900659 5690468371 007773 2 0026 00000025436 501.24 501.24 111000614 1599815204 0532 2 0027 00000216170 805.25 805.25 111900659 7077388911 1533 2 0028 00000915716 9.88 9.88 111911321 2030500 5460 2 0029 00000907407 280.99 280.99 111902000 0620580 008937 2 0030 00000244884 16.17 16.17 111911321 022117170 1008 2 0031 00000034454 340.56 340.56 111911321 022117170 1009 2 0032 00000026062 307.32 307.32 111000614 7331306219 005453 2 0033 00000238264 913.62 913.62 314970664 3801081534 0875 2 0034 00000025420 764.93 764.93 111900659 5691056076 3697 2 0035 00000020842 420.20 420.20 111000614 7332062070 3507 2 0036 00000028169 1,035.14 1,035.14 111906006 45720560482 4572 2 0037 00000105306 678.05 678.05 111900659 9397166506 1003 2 0038 00000189966 777.21 777.21 031100157 1884746726 0172 2 0039 00000518373 66.47 66.47 311980725 0007004391 4402 2 0040 00000103146 1,033.76 1,033.76 111000614 9332287167 5445 1 WORK OF: 12/03/2003 DETAILS -CITY OF DENTON TAX PAGE: BANK ONE - RETAIL LOCKBOX D E T A I L R E P O R T - C 0 U P 0 NS DDP NUMBER 1562622132 DDA NAME CDTNT(961OB3) L )X NUMBER 961063 LOCKBOX NAME CITY OF DENTON TAX SATCH TRANSACTION OCR PAYMENT PAYMENT TRANSIT CHECK CHECK NO. NUMBER ACCOUNT DUE AMOUNT NUMBER ACCOUNT SERIAL 2 0041 00000104217 553.88 553.08 111000614 7332208016 0711 2 0042 00000190000 798.81 798.81 111000614 647194109 5033 2 0043 00000022195 833.29 B33.29 111904817 2147467 1365 2 0044 00000231464 848.27 B48.27 063210125 2079900152333 3521655502 2 0045 00000180778 B87.57 887.57 111900659 4201011451 0605 2 0046 00000029760 410.78 410.78 111911321 4001046 1134 2 0047 00000021362 333.76 353.76 111907144 1068520 1705 2 0048 00000020980 359.61 359.61 111907144 1068520 - 1706 2 0049 00000021163 248.58 248.58 111907144 1068520 1707 2 0050 00000914531 226.28 226.28 111000614 0330009903 010348 2 0051 00000146418 628.96 628.96 111917309 0204198 3238 2 0052 00000120512 1,277.91 1,277.91 311987786 1145639911 4497 2 0053 00000102914 602.77 602.77 311980725 0000048707 53B2 2 0054 00000030551 511.63 511.63 111902000 2229129 5298 2 0055 00000022608 644.85 644.85 111900659 5693170842 2286 2 0056 00000027737 890.43 890.43 111000025 000305083572 1167 2 0057 00000028265 569.30 569.30 044000804 041170364591 2719 2 0058 00000032424 690.74 690.74 314970664 3315025357 0976 2 0059 00000146081 592.00 592.00 111900659 5691591643 1582 2 0060 00000024153 637.32 637.32 111900659 5691550029 5358 2 0061 00000023718 339.56 339.56 111000614 1885494961 1019 2 0062 00000227661 1,302.25 1,302.25 111000025 004796805285 3488 2 0063 00000025315 434.24 1,059.10 314970664 0035096964 2405 2 0064 00000104239 521.27 521.27 311980725 0000039446 2149 2 0065 00000024764 551.40 551.40 111900659 5691012293 5667 2 0066 00000102778 503.64 503.64 111000614 1883211342 3025 2 0067 00000514112 113.09 113.09 111900659 9582535019 2024 2 0066 00000215671 755.04 755.04 111900659 4201005776 0450 2 0069 00000031585 410.78 410.78 314970664 0030012404 2817 2 0070 00000930590 34.53 34.53 111900659 4201013655 1674 2 0071 00000919700 162.25 162.25 111000025 004771510689 2313 2 0072 00000215809 1,135.81 1,135.81 111000025 004772636180 0909 2 0073 00000231447 866.7E 866.78 111000025 004795998928 1110 2 0074 00000152141 685.37 685.37 111000614 1595190693 1180 2 0075 00000031428 340.85 340.85 111900659 5695206305 1003 2 0076 00000030497 735.93 735.93 111904817 2093200 1963 2 41,850.26 42,474.52 85 0001 00000081500 251.88 251.88 111000614 1560779777 0638 85 0001 00000OB1501 268.1E 268.18 111000614 1560779777 0638 85 0002 00000029267 765.95 765.95 111000614 0332010545 3012 85 0002 00000025174 493.76 493.76 111000614 0332010545 3012 85 0003 00000031494 82.26 82.26 111914849 340191002501229 3401 85 0003 00000031493 535.44 535.44 111914949 340191002501229 3401 85 0004 00000103078 838.16 838.16 111900659 5691225689 2810 85 0005 00000031654 431.42 431.42 111900659 5691632207 0207 85 0005 00000031677 471.00 471.00 111900659 5691632207 0207 85 0005 00000033793 94B.64 948.64 111900659 5691632207 0207 85 0006 00000118369 438.53 438.53 111906006 0165464 013450 85 0006 00000901857 37.95 37.95 111906006 0165464 013450 85 5,563.17 5,563.17 47,988.53 4B,612.79 i ADDR-1 1 WORK OF: 12/03/2003 DETAILS -CITY OF DENTON TAX BANK ONE RETAIL LOCKBOX CHECK REPORT D' 7MBER 1562622132 DDA NAME CDTNT(961083) LL JX NUMBER 961083 LOCKBOX NAME CITY OF DENTON TAX LOCK BOX NO. OF NO. OF NO. OF DEPOSIT BATCH # COUPONS CHECKS TRANS. AMOUNT 1 1 1 1 575.10 2 76 76 76 42,474.52 85 12 7 6 5,563.17 TOTALS 89 84 83 48,612.79 i PAYMENT BATCH TRANSACTION RECORD # CHECK TRANSIT CHECK AMOUNT NO. NUMBER W/I SEQUENCE SERIAL NUMBER ACCOUNT 6.03 2 0018 0001 0158 111907445 16811122 6.23 2 0019 - 0001 0159 111907445 16811122 9.88 2 0028 0001 5460 111911321 2030500 16.17 2 0030 0001 1008 111911321 022117170 30.41 2 0003 0001 012816 322077795 081545907 34.53 2 0070 0001 1674 111900659 4201013655 45.04 2 0024 0001 007774 111900659 5690468371 66.47 2 0039 0001 4402 311980725 0007004391 113.09 2 0067 0001 2024 111900659 9582535019 147.06 2 0022 0001 1081 111904817 2118955 162`.25 2 0071 0001 2313 111000025 004771510689 184.68 2 0006 0001 0826 062101413 Ba33393656 226.28 2 0050 0001 010348 111000614 0330009903 248.58 2 0049 0001 1707 111907144 1068520 256.37 2 0011 0001 3030 111000614 9332060248 280.99 2 0029 0001 008937 111902000 0620580 307.32 2 0032 0001 005453 111000614 7331306219 339.56 2 0061 0001 1019 111000614 1885494961 340.56 2 0031 0001 1009 111911321 022117170 340.85 2 0075 0001 1003 111900659 5695206305 348.58 2 0012 0001 1287 111000025 004777504169 353.76 2 0047 0001 1705 111907144 1068520 359.61 2 0048 0001 1706 111907144 1068520 381.84 2 0014 0001 2346 111902000 0420005456 410.78 2 0046 0001 1134 111911321 4001046 410.78 2 0069 0001 2817 314970664 0030012404 414.31 2 0008 0001 1278 111900659 5691512102 419.08 85 0004 0001 2810 111900659 5691225689 419.08 85 0004 0002 2809 111900659 5691225689 420.20 2 0035 0001 3507 111000614 7332062070 466.45 2 0025 0001 007773 111900659 5690468371 476.48 85 OD06 0001 013450 111906006 0165464 501.24 2 0026 0001 0532 111000614 1599815204 503.64 2 0066 0001 3025 111000614 1883211342 511.63 2 0054 0001 5298 111902000 2229129 519.31 2 0013 0001 9583 314970664 0030052436 520.06 85 0001 0001 0638 111000614 1560779777 521.27 2 0064 0001 2149 311980725 0000039446 540.66 2 0007 0001 3543 311980725 0000073334 551.40 2 0065 0001 5667 111900659 5691012293 553.88 2 0041 0001 0711 111000614 7332208016 560.00 2 0023 0001 1283 111900659 5691034024 569.30 2 0057 0001 2719 044000804 041170364591 575.10 1 0001 0001 1535 111900659 7077388911 579.50 2 0020 0001 1047 111000614 646411116 PAGE: 1 A- r ' WORK OF: 12/03/2003 DETAILS -CITY OF DENTON TAX BANK ONE RETAIL LOCKBOX CHECK REPORT DDI NUMBER 1562622132 DDA NAME CDTNT(961083) L 3X NUMBER 961083 LOCKBOX NAME CITY OF DENTON TAX PAYMENT BATCH TRANSACTION RECORD # CHECK TRANSIT CHECK AMOUNT NO. NUMBER W/I SEQUENCE SERIAL NUMBER ACCOUNT 583.79 2 0021 0001 2777 103100959 0426364 592.00 2 0059 0001 1582 111900659 5691591643 602.77 2 0053 0001 5382 3119B0725 0000048707 617.70 85 0003 0001 3401 111914849 340191002501229 628.96 2 0051 0001 3238 111917309 0204198 637.32 2 0060 0001 5358 111900659 S691550029 644.85 2 0055 0001 2286 111900659 5693170842 672.70 2 0016 0001 2896 113000023 000317082887 678.05 2 0037 0001 1003 111900659 9397166506 6B5.37 2 0074 0001 1180 111000614 1595190693 690.74 2 0058 0001 0976 314970664 3315025357 698.22 2 0005 0001 0435 101000019 145017803 702.52 2 0009 0001 1747 111001150 1747843905810565 728.61 2 0015 0001 0793 111906271 463978569 735.93 2 0076 0001 1963 111904817 2093200 755.04 2 0068 0001 0450 111900659 4201005776 755.57 2 0017 0001 2895 113000023 000317082887 764.93 2 0034 0001 3697 111900659 5691056076 777.21 2 0038 0001 0172 031100157 1884746726 798.81 2 0042 0001 5033 111000614 647194109 805.25 2 0027 0001 1533 111900659 7077388911 833.29 2 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000000008512/03/2003000000000000000316770000000000047100000000000004710000000000 000000008512/03/2003000000000000000337930000000000094864000000000009486400000000 000000008512/03/2003000000000000001183690000000000043853000000000004385300000000 000000008512/03/2003000000000000009018570000000000003795000000000000379500000000 (R6 ') ocv , , # 60111,?D 0601 CD RI rL RJ Ln rz ri in C13 0 L13 Ir WORK OF: 12/03/2003 BANK ONE REMITTANCE PROCESSING PAGE: 1 LOCKBOX BATCH RECAP REPORT LOCKBOX ACCOUNT NUMBER NUMBER 961083 1562622132 961083 1562622132 961083 1562622132 DEPOSIT BANK NUMBER REFERENCE N 0001 1 0001 2 0001 85 LOCK BOX TOTALS NO. OF NO. OF N0. OF TRANS. COUPONS CHECKS 1 1 1 76 76 76 6 12 7 83 89 84 FACE AMOUNT 575.10 42,474.52 5,563.17 48,612.79 BA/VK= ONE BA/VK=ONE Treasury Management Services Proposal Presented to: The City of Denton Randell McDonald Banker 940-381-7425 Diann Kinson Treasury Management Officer 817-548-3067 BANK ONE December 9,2003 Confidentiality Statement BANK=ONB Confidentiality Statement The information contained in this proposal is to be treated as confidential and proprietary to Bank One. This material is intended only for the use by the party to which it is provided, and may be shared only with the employees and advisors of such party, who agree to maintain the confidentiality of this material. ' 2003, Bank One Proprietary and Confidential B ANK ONE Executive Summary BANK=®NE Executive Summary Introduction Today's business environment is more competitive than ever before. To stay ahead of the competition, you must be prepared to take advantage of every opportunity to enhance your bottom line, including skillful management of your company's cash. By actively managing your cash, you can put funds to profitable use, without compromising your day-to-day financial operations. A successful Treasury Management program designed by Bank One can help you achieve this objective by providing a program to optimize your cash flow and save you money. At Bank One, we can help you maximize your available cash through a wide variety of services. With our help, cash will flow into your company faster, and more cash will stay in your company where you can put it to profitable and productive use. You'll have better, up-to-date information about your account balances and activity to make informed decisions concerning disbursements, investments and debt service. Whether you're managing the assets of an emerging business or an established firm, you need the strength and ingenuity of a resourceful banking partner who can make your company's cash work as hard as possible. BANK ONE Treasury Management Services Overview ➢ Information Services Account Analysis Bank One's Account Analysis program provides unlimited checking account transaction privileges at competitive prices. <COMPANY> will receive an attractive earnings credit, based on average collected funds and the Bank One earnings credit rate, that can offset the cost of maintaining the account, as well as other Treasury Management services. Electronic Account Analysis Electronic Account Analysis offers <COMPANY> the flexibility of receiving account analysis detail electronically eliminating, the need for a paper statement. This ANSIxl2/EDI 822 file can be transmitted via mainframe, PC, third party vendor, or customer initiated dial -up. The once cumbersome task of identifying and reporting bank service fees and their associated charges has been made considerably easier thanks to TMA (Treasury Management Association) Service Codes and this service feature. Account Reconciliation Service Account Reconciliation Service (ARS) gives you the level of detailed information you need — including checks issued, paid and voided, deposits and fraud control — to efficiently manage and monitor disbursement accounts. ARS detailed account information is available on a monthly, weekly, or even a daily basis. Your Treasury Management Sales Representative, <REPRESENTATIVE>, will help you select the ARS services that best meet your needs. The One® ConnectionsM The One® ConnectionsM is a complete information reporting and treasury management service that can accommodate all your reporting requirements, including ledger balances, collected balances, total debits and credits, transaction detail, lockbox deposit reporting and more. The One® ConnectionsM operates 24 hours a day and is easy to access through your PC. Bank One offers both intemet and modem based PC access to accommodate our customer's unique needs. The One® ConnectionsM makes it easy for you to determine <POSS_CO_NAME> cash position early each morning so you can identify excess cash for investment and funding needs. RANKZ-O E ➢ Collection Services Automated Clearing House Collection Automated Clearing House (ACH) Collection offers fast and cost-efficient ways to convert your receivables into working cash by electronically transferring funds from your customers' accounts to your account at Bank One on specified dates. Cash CenterlVault Commercial Vault services are available to handle all your coin and currency processing needs. Cash Concentration With ACH Cash Concentration, you can concentrate funds from field locations or regional lockboxes into a centralized Bank One account for greater control and improved efficiency of your cash flow. ➢ Multi -Site Depository Services Multi -Site Depository Services offer retailers a convenient and safe means of depositing checks and cash after regular banking hours. Our banking center night deposit sites located throughout Texas provide the convenience you want with the security you need. Retail Lockbox Service Speed the conversion of remittances into cash with Bank One's Retail Lockbox Service. Using the most advanced processing technology, our Retail Lockbox Service helps you improve your funds availability and information flow by reducing your mail processing and check collection time. Wholesale Lockbox Service Wholesale Lockbox Service accelerates the collection of incoming remittances by establishing a unique zip code for your customers to use when mailing payments. Bank One collects the payments at frequent, regular intervals from the post office and deposits the checks directly into your Bank One account. BANK9-ONE ➢ Disbursement Services Automated Stop Payment Service This service gives <COMPANY> a direct link to Bank One's demand deposit system so you can check to see if a check has been paid or initiate a stop payment. Automated Clearing House Disbursement Service ACH Disbursement Service reduces the amount of time you spend writing and processing checks and helps you maintain greater control of available funds until they are needed to cover your disbursements. Direct Deposit of Payroll Service Bank One's Direct Deposit of Payroll Service provides an efficient, electronic alternative to costly payroll check processing by eliminating paper checks. Controlled Disbursement This service eliminates the uncertainty of daily clearings by notifying you each morning of the total amount of checks to be paid on your account. You then can provide the funds to cover only checks to be paid, and use surplus cash for other purposes. One Sweep Investment With One Sweep Investment from Bank One, excess funds are automatically swept into a preselected investment. hi the morning, these funds and interest earnings are available again for your use. BA/ K19-ONE Bank One's Treasury Management Commitment Bank One, NA is a leader in providing quality Treasury Management services. By focusing on the needs of business customers, we consistently deliver innovative solutions to serve the diverse and changing Treasury Management needs of companies like <COMPANY>. We do this through our commitment to providing quality Treasury Management products and services to your business. At Bank One, we will tailor a comprehensive Treasury Management program to help <COMPANY> meet its goals and objectives. Your Treasury Management Sales Representative, <REPRESENTATIVE>, will work with you to: ♦ review and evaluate current and alternative systems and procedures ♦ prepare a cost -benefit analysis based on <POSS_CO NAME> unique characteristics ♦ formulate specific recommendations to optimize your cash flow ♦ assist with scheduling, implementation and control to turn recommendations into solutions. BANK . ®NE About BANK ONE CORPORATION BANK ONE, headquartered in Chicago, is the nation's sixth -largest bank holding company, with assets of more than $275 billion. It offers a full range of financial services to commercial and business customers and consumers. It is the nation's third largest Visa/Mastercard issuer, the second-largest bank -owned finance company, the fifth -largest bank lender to small businesses, and one of the top 20 managers of mutual funds. A leader in the retail market, Bank One operates approximately 1,700 banking centers and a nationwide network of ATMs. In addition, it is a major commercial bank in the United Sates and in select international markets. Bank One has become the third largest Treasury Management bank in the U.S. The Corporation continues to expand its market share by offering a range of innovative, high -quality products to its diverse customer base. Bank One Corporation Banking Locations ® SANKONE Retail Sanking Other U.S. Customer and Operations Facilities Treasury Management Customer Service BANKS®NB Texas Treasury Management Team At Bank One, we believe customer service means more than just responding to your questions — it means anticipating them as well. That's why we assign <COMPANY> a team of Treasury . Management professionals who understand your business and its Treasury Management needs. The following description of these professionals will help you understand how Bank One provides the best service possible for your company: ➢ Relationship Manager The Relationship Manager's primary responsibility is to keep abreast of your business and changes in your banking needs. Your Relationship Manager ensures all your banking needs are satisfied by coordinating the involvement of other bank personnel in areas such as trust, investments, leasing, employee banking, and more. ➢ Treasury Management Sales Representative Your Treasury Management Sales Representative will prepare your service agreements and implement your new Treasury Management services. In addition, your Treasury Management Sales Representative will maintain regular contact with you to ensure service performance is satisfactory and to introduce new products or enhancements as needed. ➢ Client Services Consultants Our consultants know that when you call Client Service, you want to talk to someone who can answer your questions and respond quickly to your account needs. To ensure you'll always have access to a well -trained, professional customer service representative, all Bank One Treasury Management consultants provide back-up assistance to one another. This ensures your Treasury Management issues always receive immediate attention. Client Services Consultants are available from 8:00 A.M. to 5:00 P.M. CT Monday through Friday. BANK O®NE Grace Castle Diann Kinson Bank One, NA Services Team Treasury Management Officers Phone: (817) 548-3066 Phone: (817) 548-3067 Treasury Management Sales and Consulting Expertise -Requests for Information and Proposals -Service Quality and Delivery -Analysis of Payables/Receivables -Provide and Execute Service Agreements Treasury Management Sales Associate Todd Hansard Jenifer Tooley Phone: (817) 549-3069 Phone: (817) 548-3071 Fax: (817)548-3060 Account set-up and Coordination •Implement new services -Coordinate with Operation sites -Handle documentation and aereei Susie Anguiano Rozella Harris Implementations Phone: (214) 290-5406 Phone: (214) 290-5519 Commercial Client Services (CCS) 1-888-434-3030 Inquiry and Support for Designated Operational Areas -Account and transaction inquiry and research -Account maintenance (adds, changes and deletes) -Funds availability and float, analysis adjustments and research -Transaction status inquiry - including ACH, External and Internal transfers, CDs and loans -Account Analysis inquiry/support IChapter 4 Reporting Decisions on Positive Pay Exceptions I Reading the Positive Pay Exception Report Bank One's Positive Pay Service identifies the following situations as exceptions: Exceptions Description Company Action Paid -No -Issue A check presented for payment Determine if the item should have been included in without corresponding issue the issue file transmission or manual issue update to information on file at Bank One Bank One. If you have issued the item and it was not paid previously, or you have not voided the issue, you should authorize the bank to pay the item. Bank One will add the issue information to the Account Reconciliation Processing (ARP) system. If you have not issued the item, authorize Bank One to return the item. Item has Zero A check presented for payment Bank One has researched this item and cannot Serial Number with no serial number determine the serial number, or the item has no serial number. Research the item and instruct Bank One as or to the appropriate course of action. A check with an unreadable MICR line serial number Dollar Amount A check presented for payment Determine if the issue file information is incorrect, Mismatch with a dollar amount that differs or if the item is paying for a different amount than from the amount listed for the item was authorized (the check dollar amount may have in your issue file been altered after the item was disbursed). Instruct (Bank One will have already Bank One to pay or return the item accordingly. researched for an encoding error) Duplicate Paid A check presented for payment If these checks are listed on your Positive Pay report, Record that matches the serial number of they cannot be disposed of without your an item already paid through this involvement. Determine if the item should be paid or account returned and instruct Bank One accordingly. Cancel on File A check presented for payment Determine if the item should be returned or paid and that corresponds to an item on the instruct Bank One accordingly. issue file that has been canceled or voided Bank One 23 Positive Pay Service User Guide Automated Coin and Currency Orders Place coin and currency orders conveniently over the phone, and Bank One automatically debits the payment to your DDA. Order up to $5,000 daily in coin and currency using our convenient ■ Place coin and currency orders voice response unit and without having to pay with cash or check. Bank from a touch-tone phone 24 hours One's Automated Coin and Currency Orders service lets you place a day orders conveniently from a touch-tone telephone 24 hours a day, seven m Pay securely with an automatic days a week, debiting your preselected Bank One Demand Deposit debit from your preselected Bank Account (DDA) automatically. One DDA When you place your order using the voice response unit, we issue you a s Track coin and currency transaction number and debit your DDA, providing an accurate record of transactions your coin and currency transactions. Orders received before 1 p.m. local ■ Receive transaction numberto time are released the some day. For added security, you oryour ensure secure order pickup representative must present the transaction number upon order pickup, so we can validate that you're the party entitled to retrieve the order. You can arrange to have your automated coin and currency orders filled at the banking center(s) where you currently deliver your Business Deposit Express deposits and pick up your coin and curreny orders. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at w .bankone.com 0200313onk One Corporation Global Treasury Services 05/14/03 Member FDIC Cash Vault Services Receive coin and currency orders and make cash deposits securely and efficiently. If you deposit $50,000 or more in cash each week and would like localized reporting for all your transactions, Bank One's Cash Vault Service can help. With it, you can conduct cash deposits and withdrawals ■ Deposit cash and coins securely safely and conveniently without leaving your business site. ■ Request currency deliveries on a fixed schedule or around the clock You can choose to schedule currency deliveries on a fixed schedule by using our automated system day of the week or date, or place automated orders up to 14 days in ■ Receive same -day provisional advance using a touch-tone telephone 24 hours a day, seven days a credit week. ■ Track cash and coin deposits from For cash deposits, simply prepare yourdeposits and deliver them to our verification to posting with our wide vault using your armored courier service. This can help you reduce the range of reporting options risk of theft, personal and legal costs of injury to your employees and loss of companytime spent transporting currency. Cash deposits made prior to the published, local deadline are posted on a same -day basis. Deposits are verified within 48 hours, and you're notified of any discrepancies and adjustments via U.S. mail, phone, fax or our information reporting services. From the point of delivery, our Vault Management System individually tracks each deposit from verification to posting. You can access deposit information, such as change orders and adjustments, through our wide range of information reporting services for fast, reliable verification of all your recent deposits. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at www.bankone.com 0 2003 Bank One Corporation Global Treosur,Semlces05/IC/03 Member FDIC One Sweep Investment Maximize earnings on idle account balances and automate surplus -fund investment and account administration. One Sweep Investment offers a convenient way to earn income on idle cash in your Bank One operating account. Excess funds are automatically swept into a pre -selected investment, and the next business day, the funds are available for your use. You will receive a ■ Sweep excess cash automatically monthly One Sweep Investment activity statement, plus, you can choose into your choice of an overnight to receive a comprehensive daily sweep recap available through investment option Information Reporting. ■ Save time by automating We will help you set a daily target balance for your operating account, investment management and and will work closely with you to review the target, and make administrative tasks adjustments as your needs change. At the end of the business day, any n Make use of idle operating collected funds in excess of the target balance, less any holds, are account balances with our close - automatically swept into the investment of your choice. At the start of the of -business investment cutoff next business day, your invested funds are available to your operating account. ■ View sweep activitiy and earnings on a monthly statement, plus, you We offer several investments that meetvarious risk tolerances and yield can choose to receive an online expectations. You are free to adjustyour investment selection at any daily recap with One Sweep time. Our diverse set of investment options includes: Overnight Special Report Offshore Deposits, Overnight Repurchase Agreements (Repos) and One Group® Mutual Funds. One Group Disclosure: One Group mutual funds are distributed by One Group Dealer Services, Inc., I I I I Polaris Parkway, Suite 2- GIVI., Columbus, Off 43271-1235, which is affiliated with Bank One Corporation. Affiliates of Bank One Corporation receive fees for providing various services to the funds. Shares of One Group money market funds are not deposits of, or obligations of, or guaranteed by Bank One Corporation or its affiliates, nor are they federally insured by the Federal Deposit Insurance Corporation (FDIC). Although the funds strive to maintain the value of your investment at $1.00 per share, it is possible to lose money by investing in the funds. Investments in the funds involve investment risk, including the possible loss of principal. Coll One Group Dealer Services at 1-800-480-41 7 1 for a prospectus containing complete information about charges and Your Financial Solutions Team delivers individual answers by providing ideas to expenses. Read carefully before investing. energize your business. For more information, call us, or visit us of www.bankone.com M 2003 Bank One Carpamlion Global Treasury Services 05/14/03 Membe, FDIC One Sweep Investment Whether you need a low -risk investment or a higher return, One Sweep Investment provides some of the most competitive investment options available. Overnight Offshore Deposits Overnight Offshore Deposits are U.S. dollar denominated time deposits that provide you with daily interest earnings on an overnight time deposit. They are free of FDIC fees and reserve requirements because they are not insured by the FDIC or any other U.S. government agency. Offshore Deposits are issued by the foreign branch of Bank One, N.A., and are backed by the full faith and credit of Bank One, N.A. (The minimum investment required is $100,000.) Repurchase Agreements Repurchase Agreements (Repos) are liquid, overnight investments secured by U.S. Treasury, government or agency securities that are segregated and allocated to your company, free of any other liens or encumbrances. Your interest earnings are paid daily and you will receive a daily confirmation of collateral. IMPORTANT CUSTOMER NOTIFICATION Investment Products: • Are not deposits or obligations of, or guaranteed by Bank One Corporation or any of its affiliates • Are subject to investment risks, including possible loss of the principal amount invested • Are not insured by the FDIC One Group® Money Market Mutual Funds One Group Money Market Funds are designed to meet a variety of investment objectives. Each fund is managed by Banc One Investment Advisors Corporation, and is offered through One Group®Mutual Funds. (Class S Share funds require an average monthly investment balance of $1 million.) Class A Shares • One Group Prime Money Market Mutual Fund ■ One Group U.S. Treasury Securities Money Market Mutual Fund ■ One Group U.S. Government Securities Money Market a Mutual Fund • One Group Municipal Money Market Mutual Fund Class S Shares One Group Institutional Prime Money Market Mutual Fund ■ One Group Government Money Market Mutual Fund a ■ One Group Treasury Only Money Market Mutual Fund One Group Disclosure: One Group mutual funds are distributed by One Group Dealer Services, Inc., I I I I Polaris Parkway, Suite 2-G/J/L, Columbus, OH 43271-1235, which is affiliated with Bank One Corporation. Affiliates of Bank One Corporation receive fees for providing various services to the funds. Shares of One Group money market funds are not deposits of, or obligations of, or guaranteed by Bank One Corporation or its affiliates, nor are they federally insured by the Federal Deposit Insurance Corporation (FDIC). Although the funds strive to maintain the value of your investment at $1.00 per share, it is possible to lose money by investing in the funds. Investments in the funds involve investment risk, including the possible loss of principal. Call One Group Dealer Services at 1-800-480-411 7 for a prospectus containing complete information about charges and expenses. Read carefully before investing. Note: This material must be preceded or accompanied by a prospectus. Read the prospectus carefully before investing. For more information, call us, or visit us at www.bonkone.com 020036ank One C-po,mion Global T—n., 5enkes 05/14/03 Member FDIC The One Net Information Reporting"M Manage your global and domestic accounts more efficiently, create targeted reports and export account data online. ■ Create statements and balance To make informed investment and borrowing decisions, as well as history reports and search a variety properly manage your cash flow, you need accurate, updated information of fields to manage your liquidity on youraccounts worldwide. The One Net Information Reporting helps more efficiently you and your staff monitor, search and download detailed, up-to-date account information. It also allows you to track your bank balance ■ Drill down to detailed account and position, identify incoming payments, create balance history and transaction levels to determine your statement reports and monitor previous- and current -day activity. financial position ■ Retrieve 45 calendar days of Log onto The One Net Information Reporting via your Internet balance and transaction history as connection to query critical account information, create a range of well as 90 calendar days of check reports and export data in several ways —all with just a few mouse history clicks. You can create reports featuring detailed account and transaction activityfor a range of dates. When you need to analyze in-depth ■ Download bank data to Microsoft historical information, The One Net Information Reporting lets you access Excel 2000/XP or export data using 45 calendar days of balance and transaction history and 90 calendar formats common to your days of check history. The system allows you to download data to accounting system Microsoft® Excele spreadsheets for exporting to your accounting system. ■ Aggregate account information from banks around the world The One Net Information Reporting aggregates account information from banks worldwide. Navigation is so intuitive that it's easy to display information in the way that best meets your needs. Microsoft® Excel is a registered trademark of Microsoft Corporation in the United States and/or other countries. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. 1 For more information, call us, or visit us at v,ww.bankone.Com ®2003 Bank One Corporation Global Treason5eMces05/l4/03 Member FDIC The One Net Information Reporting" Reporting and Query Options Once you access The One Net Information Reporting via your Internet connection, you can build, view and print reports directly from the screen. The system allows you to add custom headings to individualize reports. For example, you can use statement and balance history reports to display your account balance trends. Select from a wide range of filter options to locate and organize account data by transaction type such as wire transfer, lockbox, Automated Clearing House (ACH) and paid checks. Account Management You receive quick access to current- and previous -day account information, with the ability to drill down to view previous -day account summaries by transaction types as well as credit and debit details. To check the status of an account or reconcile its balance, you can explore each account to check transaction types and see which transactions have posted. Online History Availability You can view a wide range of reports when you need quick access to historical account data. You can also retrieve balance and transaction history for the last 45 calendar days, or 90 calendar days of check history. Data Export Options The One Net Information Reporting accommodates your need to capture account information in your own software and accounting systems. All important balance and summary information about your accounts is available for decision making for loading into your accounting software. You can export data by creating BAI2 comma -separated or tab -separated files, or you can download report data directly into Microsoft Excel 2000/XP. For more information, call us, or visit us at w .bankone.com Global Account Aggregation With The One Net Information Reporting, you can collect and compare your current- and prior -day account information quickly and efficiently online. The system supports global account aggregation, whetheryou maintain Bank One accounts in the United States, an international branch of Bank One, U.S. dollar clearing accounts at Bank One International Corporation in New York or an account with another bank in the Americas, Asia or Europe. Securityand Control The One Net Information Reporting's advanced security features help prevent unauthorized access and safeguard your data against theft or manipulation. Additionally, your data is protected with 128-bit encryption —the industry standard for secure online transactions. Internet Based Our Internet -based solution eliminates the need to download and maintain software, while increasing the availability of, and access to, our service. This helps you reduce costs while providing you with around -the -clock access to the information you need. We also offer a full range of Internet services such as wire, ACH and check services through The One Net®. 02003 Bank One Corporation Global Treasury 5eMces 05/14/03 Member FDIC The One Net Account Transfer-`M Move funds between your Bank One, NA accounts and access real-time and historical transfer information, anywhere, anytime, via the Internet. If you need an efficient, convenient way to move funds between your Bank One accounts throughout the day, The One Net Account Transfer offers ■ Transferfunds between same -state an ideal solution. Using a secure, online process, The One Net Account Bank One accounts in real time Transfer allows you and your staff to transferfunds on a real-time basis ■ Create and save templates for between same -state accounts, build and reuse transfer templates, and recurring transfers access current -day and historical transactions. ■ Take advantage of same -day, real - Simply access The One Net Account Transfer through the Internet, enter time credit and debit entries, your same -state Bank One accounts, enter the transfer amount and then including updated teller -line submit. The One Net Account Transfer offers other conveniences. Its balances Quick Entry feature allows you to create, save and reuse templates, ■ Access transaction history for up to expediting future transfers and improving accuracy. The One Net Account 90 days Transfer prevents errors by automatically checking for duplicate transfers ■ Avoid transfer duplications within the some session. It also allows transfers to be executed until 6:30 p.m. (CT), providing you with a late -day cutoff and same -day settlement. Transfers can be entered 24 hours a day, seven days a week, but those made on a banking business day afterthe cutoff will be executed the following business day. When you need historical information, you can review transactions online that date back 90 days. The One Net Account Transfer's advanced security features help prevent unauthorized access and safeguard your data against theft or manipulation. Your data is protected with 128-bit encryption — the industry standard for secure online transactions. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at www.bankone.com 02003 Bank One Corporation Global Treasury Services 05/14/03 Member FDIC The One Net Check Servicessm Simplify daily disbursement activities by executing and monitoring your check transactions anytime via the Internet. The One Net Check Services lets you search for paid checks, place stop payments, view check images, submit check issues and disposition your III Simplify paid check research positive pay exceptions overthe Internet. The One Net Check Services is an easy -to -use, single solution for managing disbursement activities, with check status and history minimizing risk and streamlining account reconciliation processes. ■ View images of exception items from anywhere in your Check Services can help you save time, reduce costs and improve organization customer service. With The One Net Check Services, financial managers a Place requests for stop -payments across your organization can initiate and complete requisite activities and photocopies throughout the dayfrom any location with Internet access. e Minimize exposure to check You can use Check Services to simplify paid check research with check fraud by making positive pay status and history. Additionally, The One Net Check Services helps decisions minimize your exposure to check fraud by making positive pay decisions. ■ Streamline account reconciliation You also can streamline account reconciliation by manually adding or by manually adding or importing importing check issue information to your Account Reconciliation check issue information to your Processing (ARP) file at Bank One, NA. ARP file at Bank One In addition, your data is secured with 128-bit encryption —the industry standard forsecure online transactions. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at w .bankone.com ra 2003 Bank One Carporatian Globol Treosug5ervices05/14/03 Menbar FDIC The One Net Check ServicesSM Image Access Whether you're in a hurry to access a single check or a range of checks, you can view paid check images in seconds with The One Net Check Service's Check Image module. You can search for checks by account number, paid date, check number, check amount or sequence number. Additionally, you can choose to viewthe front and back of check images, instantly magnifying images to examine important data. Check images are available online for 90 days. Check Inquiry, Stop Payment and Photocopy Capabilities You no longer need to navigate multiple system applications, sort through reams of paper or manually place stop payment and photocopy requests. You can quickly inquire on the payment status of a check, place and remove stop payment requests and view activity and history reports relating to your requests. You have access to 90 days of check history, with the option to extend it to 180 - 360 days. Positive Pay Minimize exposure to check fraud by making your daily positive pay decisions online. We compare your check issue information to your check paid information and alert you to any exceptions via The One Net Check Services Positive Pay module. You retain complete control over each exception item, and are able to quickly view the check image to verify your pay or return decision. For more information, call us, or visit us at w w.bankone.com Account Reconciliation The One Net Check Services offers an importfunction that makes adding check issues for your account reconciliation data file quick and simple. You can choose to import your check issue files in a fixed width, delimited and XML format, or enter your issues manually. You can use this service to enter checks throughout the day from any location — further helping you take advantage of Bank One's positive pay and reconciliation services. Security Advanced security features help prevent unauthorized access and safeguard your data against theft or manipulation. Your data is protected with 128-bit encryption — the industry standard for secure online transactions. Internet Based Our Internet -based solution eliminates the need to download and maintain software, while increasing the availability of our service. This helps you reduce costs while providing around -the -clock access to the functionality and information you need. 2 02003 Bank One Corporation Global Treasury Services 05/14/03 Member FDIC The One Net Wiressm Initiate real-time U.S. dollar and cross currency wire transfers and move funds between accounts over the Internet. If you need a solution that allows you to send and transfer funds in real time, The One Net Wires offers an intuitive, efficient means for you and your staff to create and send U.S. dollar and cross -currency wires, on -site ■ Initiate U.S. dollar and cross drafts and remote drafts throughout the world. You receive same -day currency wire transfers to almost settlement for U.S. dollar payments. Cross -currency payments made any location around the world and during normal business hours are processed and dispatched in minutes transferfunds between your Bank — resulting in settlement in as little as two days. The One Net Wires One accounts offers an ideal solution for settling your urgent and sensitive payable ■ Monitor payment progress through requirements efficiently while managing wire transfer access within your regular status updates office. Is Build individual payment templates Using your Internet connection, log onto The One Net Wires to access a for immediate use and access formatted payment template from yourtemplate library or build a new customized screens to simplify one. Before funds are transferred, The One Net Wires requires from one payment entry to three approvals, allowing you to define the appropriate security level, ■ View and export historical data on users' roles and functions. Once the transaction is approved, the system outbound payments and design confirms payment details such as Fedwire and S. W.I.F.T. reference "favorite' reports numbers. With The One Net Wires, you can customize the icons so that ■ Create icons for one-step access to the system takes you directly to the payment screens and reports that you payment screens and reports of want. In addition, you can view reports about the transaction's status, Yourchoice routing and text information, and historical data on outbound payments. ■ Manage users' roles and functions To safeguard your data againsttheft or manipulation, The One Net Wires protects your data with 128-bit encryption —the industry standard for secure online transactions. The system also requires a company ID, user ID, password, our SecurID® and a token numberfor access. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. 1 For more information, call us, or visit us at w .bonkone.com m 2003 B.rk aoe Co,pormion Gbb.11.a u, S.,,c 05/1 </03 Member FDIC The One Net WiressM Repetitive Payment Templates If you spend too much time making payments to the same beneficiaries, streamline your day and improve accuracy by creating or accessing a formatted template from your online template library. You can either build a template using the available online tools or locate a previously sent transfer to use as an ad hoc template. Customized Screens The One Net Wires simplifies payment entry by tailoring screens to match your intended payment types. For example, if you want to send a cross -currency payment, you can enter the transfer on a screen that displays applicable conversion rates. Additional screens help guide you through the specific rules for sending drafts, transferring funds between your own accounts or even making domestic U.S. dollar payments. Historical Information Reporting Whether you need to view a report to see the status of current transactions or access a historical record of outbound payments, you can choose from a variety of standard reports or create customized reports to enhance your workflow controls. You also have the ability to view full payment information with payment records and the name of each employee who worked on the transaction. This functionality is invaluable for payment reconcilement and other auditing needs. For more information, call us, or visit us of w vv.bonkone.com Value-added Functionality With The One Net Wires, you can create and customize icons to take you directly to these payment screens and reports that you want. To build your payments more easily, you can also access convenient Fedwire and S.W.I.F.T. tables to locate the appropriate routing codes. This helps enhance straight -through processing to result in minimized costs and errors. User Entitlement Capabilities Before funds can be transferred, The One Net Wires requires from one to three approvals. You can define the appropriate approvals and roles and functions for your users. We can work with you to structure the entitlement options for optimal security and efficiency. Security To safeguard your data against theft or manipulation, The One Net Wires protects your data with 128-bit encryption —the highest level generally available. The system also requires a login process that identifies each user and is completed with a SecurID® keyfob. 0 2003 Bank One Corporation Global Treasury Services 05/14/03 Member FDIC ACH Services Maximize collection efficiency to reduce processing costs and improve cash flow forecasting accuracy. In today's business environment, effective cash management is a key determinant of a corporation's success. When it comes to payments and collections, automated electronic funds transfer maximizes collection ■ Reduce banking and processing speed and lowers processing costs. You'll gain greater control over costs while initiating a variety of payments and receivables, and reduce mail delays, processing time and ACH transactions electronically exception items —resulting in accelerated cash inflow and improved ■ Control payment timing to improve cash forecasting. With Bank One's ACH Services, you can securely cash forecasting process a variety of transactions for direct deposit, direct payment and ■ Accelerate cash inflow by reducing Business -to -Business payment applications. processing delays Our customer service, implementation and operational personnel are ■ Reduce reconciliation costs and dedicated to providing superior service and processing quality. We'll work exception items with you to determine which of our Automated Clearing House (ACH) ■ Initiate a variety of ACH payment products fit your needs, whether you prefer to process ACH items over the applications electronically Internet, or via a PC, mainframe, a third -party sender or touch-tone phone. Additionally, Bank One offers a variety of information reporting tools to provide you with up-to-date transaction details that can be imported into your back -office systems to make your reconciliation process easier and more accurate. Bank One is a nationally recognized leader in ACH technology and development— being first in debit origination and second overall for origination volumes. Our leadership role with The National Automated Clearing House Association (NACHA) helps us integrate your unique requirements with the payments industry's changing strategies. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at www.bankone.com 0 2003 Bank One Corporation Global Treasury Services 05/14/03 Member FDIC ACH Services ACH Transactions Whether you need to initiate ACH transactions for collections, disbursements or funds concentration, our-ACH Services offer you a high level of functionality and convenience. Direct Deposit Direct Deposit is the automatic deposit of money to consumer checking and savings accounts. The most common form of direct deposit is payroll. Otherdired deposit applications include pensions and annuities, dividends, royalties, and travel and entertainment reimbursement. Direct Payment Direct Payment is the automatic deduction of money from consumer checking and savings accounts. You can allow consumers to preauthorize electronic debits to their accounts on a mutually selected date. It is most efficientfor recurring payments. Applications for direct payments include insurance premiums, utilities, membership fees, subscriptions and charitable contributions. Business -to -Business Payments Business -to -Business Payments automatically depositor deduct money from one business or corporate account to another. They are used primarily to transmit detailed accounting and remittance information between corporate trading partners. There are several applications for these types of payments, including state and federal tax payments, cash concentration, internal transfers, corporate trade payments and child support payments. For more information, call us, or visit us at w ..bankone.com 02003 Bank One Corporation Global Treasury Services 05/14/03 Member FDIC The One Net ACH' Manage your ACH transactions more efficiently by originating transactions and retrieving information over the Internet. The One Net ACH provides you with a convenient, online solution for initiating a variety of Automated Clearing House (ACH) transactions ■ Initiate secure ACH transactions for relating to collections, disbursements and funds concentration. Save time and money originating and managing ACH transactions by accessing collections, disbursements and transaction information, creating formatted templates and importing funds concentration transaction data from your back -office accounting systems. ■ Access multiple transaction formats and a variety of formatted Simply log onto The One NetACH's secure system through your Internet templates connection to access your library of formatted templates; depending on ■ Transfer information from back - your needs, this may include templates of payroll, cash concentration or office systems using the data import tax payments. Execute the transaction by building a template or accessing function one from your library. You can initiate debits and credits in numerous formattypes, including PPD, CCD and CCD+. Populate yourtemplates ■ Manage ACH data and related by importing data from your back -office systems and complete the transactions with ease transaction with a quick mouse click. Transactions are processed until 8:30 p.m. (CT). In addition, The One Net ACH features advanced security to safeguard your data from theft or manipulation. Access requires a company ID, user ID, password and SecurlD®. The system also protects yourdato with 128- bit encryption — the industry standard for secure online transactions. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at www.bankone.com 0 2003 Bank One Corporation Global Treasury Services 05/14/03 Member FDIC The One Net ACH" ACH Transactions Whether you need to initiate ACH transactions for collections, disbursements orfunds concentration, The One Net ACH offers you a high level of functionality, convenience and online security. Multiple Transaction Types The One Net ACH is ideal for creating, storing and sending files on a variety of ACH transaction instructions. You can originate ACH debits and credits in formats such as PPD, CCD, CCD+ and prenotifications. In addition, you can generate EFTPS, state tax and child support payments conveniently. Repetitive Transaction Templates No matter which type of transactions you originate — payroll, cash concentration ortax payments —you can create a database of common transaction types and a library of formatted payment types. When you need to execute a new transaction, The One Net ACH supplies the appropriate template and fields for the transaction type, making your job easier. Data Import Flexibility The One NetACH allows you to import data from your back -office systems into a variety of preferred formats, including National Automated Clearinghouse Association (NACHA), delimited and fixed -width formats. For more information, call us, or visit us at w ..bankone.com Security Advanced security features help prevent unauthorized access and safeguard your data againsttheft or manipulation. Additionally, your data is protected with t 28- bit encryption —the industry standard for secure online transactions. Internet Based Our Internet -based solution eliminates the need to download and maintain software and increases the availability of our service. This saves you time, eliminates costs and provides you with around -the -clock access to the functionality you need. 2 Z 2003 Bank One Corporation Global Treasury Services 05/14/03 Member FDIC Account Reconciliation Services Receive a flexible, comprehensive reconciliation and reporting solution that conforms to your audit, system and security requirements. OurAccount Reconciliation Processing (ARP) Services offer disbursement and depository information ranging from a simple list of paid checks to ■ Receive prompt, reliable and multiple reports of issued checks and postings to check imaging. You can custom reconciliation reporting customize reports, receiving hard copy or electronic formats, daily, ■ Determine when you receive monthly, weekly, by accounting period or on specified days. detailed reports of issued and posted items Full Reconciliation — Submit your check numbers, issue dates and amounts anytime throughoutthe month, and we'll identify exceptions and ■ Choose from hard copy or create detailed reports of paid and outstanding items, miscellaneous electronic reports, depending on credits and debits and stop payments. yoursystem requirements Range Reconciliation — Provide a range of check serial numbers before ■ Reduce exposure to check fraud the end of the account cycle, and we'll create detailed reports of paid with our Positive Pay service and outstanding checks for the serial number range you indicate. ■ Receive Full, Partial, Range or Partial Reconciliation — Once all account activity is captured, we'll Deposit Reconciliation services provide you with a report of paid checks that you reconcile with the account. ■ Access a flexible solution that Positive Pay— Provide your daily issue items, and we'll match them with meets your audit, security and presentments and reporting exception items. You can then authorize the system requirements to minimize pay/no-pay decisions. fraud risk Deposit Reconciliation —You'll receive a list of all deposits, identified by store/location number and miscellaneous debit/credit adjustments. Regardless of the ARP service you choose, we'll work within your security standards, audit requirements and system constraints to provide a flexible solution that meets your needs while reducing your exposure to check fraud. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at w ..bankone.com C 2003 Bank One Corporation GIobolrreosunserices09/14/03 Member FDIC Positive Pay Reduce your risk of check fraud by receiving account reconciliation and management reports for paid, outstanding and exception items. Our Positive Pay account reconciliation service is a convenient, effective solution to help you reduce exposure to check fraud and reduce In Reduce exposure to check fraud processing costs. You'll choose from our many Positive Pay reconciliation ■ Maintain control over check services and decide which one best fit your needs. payments and returns Simply submit a check issue file to us via direct transmission or overihe III Make timely pay/no-pay decisions Internet. We'll then match your issue file against presented checks and ■ Save time and increase efficiency provide an exception item report so that you can review discrepancies with optional Internet access to and expedite payment decisions. You control whether an item is paid or exception items and images returned. If we do not receive a decision within a specified time, we'll ■ Receive check fraud protection at return the presented item unpaid. In addition, you can use The One Net the tellerwindow Check ServicessM, our Internet solution, to simplify your daily disbursement activities. You can use itto view detailed check images, search for paid checks, place stop payments and perform quick disposition on exception items. An integral feature of our Positive Pay service is Teller Line Positive Pay, which allows a Bank One teller to immediately query your presented checks. The teller accesses the daily issue file and enters presented check information into the system. Check items are quickly matched against the issue file, allowing the teller to make an immediate decision on whether to pay or not pay an item. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at www.bankonexom 0 2003 Bank One Corporation Global Treasury Services 05/14/03 Member FDIC ACH Debit Authorization Prevent unauthorized transactions and control debits authorized by your trading partners. Guard your accounts against unauthorized Automated Clearing House (ACH) transactions using Bank One's ACH Debit Authorization. With it, you can specify which companies are authorized to post ACH debit ■ Control who can post ACH debits transactions to your account, blocking those that are not authorized. You to your accounts can also set dollar -limit ceilings or block all ACH debits from posting. ■ Set dollar limits for authorized originators ACH Debit Authorization can help you minimize the risk and potential . Block all ACH debits from posting cost of accepting unauthorized debit transactions. By establishing to your accounts screening criteria, including company ID and/or maximum dollar amount, you make sure only those items that match your criteria post to ■ Access reports of returned your account. transactions When an originating company attempts to post ACH debits, the system immediately compares the incoming company ID with your listing of authorized company IDs. This incoming ID must match exactly — and if you decide, comply within dollar limits —to post successfully. If your parameters are not met, the system automatically returns the item without posting the debit to your account. Additionally, if you put the system's "block all" capability to work, you prevent all ACH debits from posting to you r accou nt. You can remove an authorized originator at any time, according to your instructions. Additions to the authorized list can be made whenever you deem necessary. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at www.bankone.com ®2003 Bank One Corporation Global Tmmsur,5a,,o, 05/14/03 Member FDIC Controlled Disbursement Port Arthur, Texas Receive precise, timely account totals to predict your cash requirements and gain control of idle balances. Bank One's Controlled Disbursement service helps you effectively ■ Control idle balances, eliminate manage the disbursement process to gain control over idle balances, overdrafts and calculate your cash eliminate overdrafts and automate funding transfers. Precise and timely position check presentment information allows you to make the best investment or borrowing decisions based on your cash position. ■ Receive same -day notification of daily disbursement totals by By 11 a.m. ET, Bank One will inform you of the total amount of checks 1 7 a.m. ET and Automated Clearing House (ACH) items clearing your account that ■ Access information reporting via day. With this early information, you can accurately calculate your cash Internet, PC or phone position to fund your concentration account for the exact amount ■ Transferfunds automatically reported, make investments when market rates are generally more between your concentration and favorable or pay down short-term borrowings. disbursement accounts Bank One's Automated Funding service will transfer the funds from your ■ Rely on our Guaranteed Funding concentration account to your disbursement account. If the check amount feature to cover differences between reported is different than the check amount posted to your account, our reported check totals and actual Guaranteed Funding feature will offset the amount in your disbursement posted totals account and report it as part of your next day's funding requirement. ■ Initiate ACH, wire and account When you need to originate same -day electronic transfers (such as wire transfers from your disbursement and account transfers) from your disbursement account, our Late Funding account, which we will fund for you feature can automatically fund those transactions for you. Controlled automatically Disbursement offers account totals, high order prefix (HOP) and check detail information reporting. You can easily access your Controlled Disbursement report via our Intemet-based product, The One Net Information Reporting"'; our Microsoft®WindowsO— based systems or touchtone telephone. Microsofl®is a registered trademark of Microsoft Corporation in the United States and/or other countries. Windows® is a registered trademark of Microsoft Corporation in the United States Your Financial Solutions Team delivers individual answers by providing ideas to and/or other countries. energize your business. For more information, call us, or visit us at www.bankone.com 02003 Bank One Corporation Global Treasury 5ervices05/14/03 Member FDIC Controlled Disbursement — Circleville, Ohio Receive precise, timely account totals to predict your cash requirements and gain control of idle balances. Bank One's Controlled Disbursement service helps you effectively ■ Benefit from our commitment to manage the disbursement process to gain control over idle balances, timeliness and accuracy eliminate overdrafts and automate funding transfers. Precise and timely ■ Control idle balances, eliminate check presentment information allows you to make the best investment or overdrafts and calculate your cash borrowing decisions based on your cash position. position By 8:30 a.m. ET, you will receive first presentment reporting, which on ■ Receive same -day notification of average amounts to 85 percent of the day's check presentments and daily disbursement totals by Automated Clearing House (ACH) transactions. This provides an early 8:30 a.m. ET and 10 a.m. ET estimate of your cash position. By 10 a.m. ET, Bank One will inform you ■ Access information reporting via of the total amount of checks and items clearing your account that day. Internet, PC or phone With this early information, you can accurately calculate your cash position to fund your concentration account forthe exact amount ■ Transferfunds automatically reported, make investments when market rates are generally more between your concentration and favorable or pay down short-term borrowings. disbursement accounts ■ Rely on our Guaranteed Funding Bank One's Automated Funding service will transferthe funds from your feature to cover differences between concentration accounttoyour disbursement account. Ifthe check amount reported check totals and actual reported is differemthan the check amount posted to your account, our posted totals Guaranteed Funding feature will offset the amount in your disbursement account and report it as part of your next day's funding requirement. ■ Initiate ACH, wire and account When you need to originate same -day electronic transfers (such as wire transfers from your disbursement and account transfers) from your disbursement account, our Late Funding account, which we will fund for you feature can automatically fund those transactions for you. Controlled automatically Disbursement offers account totals, high order prefix (HOP) and check detail information reporting. You can easily access your Controlled Disbursement report via our Intemet-based product, The One Net Information ReportingsM; our Microsoft®W indows®— based systems or touchtone telephone. MicrosofYe is a registered trademark of Microsoft Corporation in the United States and/or other countries. Windows'° is a registered trademark of Microsoft Corporation in the United States Your Financial Solutions Team delivers individual answers by providing ideas to and/or other countries. energize your business. For more information, call us, or visit us at v .bonkone.com C 2003 Bank One Corporation Global Treasury Services 05/14/03 Member FDIC Pay$treama Automate your electronic and paper payments to streamline your payments processing, increase security, minimize costs and reduce errors. Integrate payment activity into a single, automated account payables system to determine your cash position. Bank One's Pay$tream automates Is Automate check, ACH and wire your entire payment process by consolidating your ACH, wire and check payment activity into a single payments into a single electronic formatthat integrates with your payables accounts payable solution environment. Simply send a file to us indicating how, when and to whom ■ Secure yourfiles with encryption we should make payment. We handle the rest, so that you reduce the and authentication costs of errors associated with in-house processing. ■ Advise payees of remittance Transmit payment instructions to us over phone lines, the Internet, or delivery via fax, e-mail, paper, PC, through a Value Added Network (VAN). There is no limit to the number of VAN orthe Internet payments you can include in a file. Send them up to 60 days prior to the ■ Reduce risk of errors caused by payment due date for ACH and checks, or up to 30 days before the manual data entry effective date for Fedwire transfers. To ensure the safety and integrity of III Access payment file status, file your payments, we require that you authenticate and encrypt your files. detail and payee profiles through your PC orthe Internet Once we receive your paymenifile, we'll send you a confirmation, validate all payment dates, check for duplicates, send you payment totals, batch total balances and then store your files. We'll then create ACH, wire or check transfers and send them to the payees ortheir banks along with remittance information in a format matching their capabilities. This automatic translation and consolidation of multiple -resource data saves you time, reduces your resource costs and helps you eliminate processing errors. Access to file status and error reports, payment inquiries, and payee profiles are available through your PC orthe Internet. If you need to originate both electronic and paper payments, you can use our optional Check Outsourcing service, a comprehensive payables service that uses Pay$tream to originate payments. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, toll us, or visit us of www.bankone.com 02003 Bank One Corporation Global Treasury Services 05/14/03 Member FDIC Regional Wholesale Lockbox Process high -value, regionally concentrated remittances to reduce collection and reconciliation costs and accelerate funds availability. If you collect high -value payments within a concentrated region of the United States and generate annual revenue of less than $300 million, our ■ Reduce mail float to minimize Regional Wholesale Lockbox service can help you speed the collection payment delays and accelerate and posting of payments, while minimizing the time and expense required funds availability to collect, clear and reconcile yourcompany's receivables. Simply direct ■ Capture remittance detail in a your remittances to one of our strategically located processing sites in the single information stream for East, West, North, South, Southeast, and Midwest regions to minimize simplified activity monitoring internal fraud exposure and reduce the time and resources required to deposit your remittances. ■ Update internal accounts receivable systems quickly and with To minimize mail float and accelerate funds availability, your lockbox site educed costs gathers mail directlyfrom the post office multiple times a day, and on the s Minimize exposure to fraud risk some day, deposits the checks into your DDA. Our high-speed ■ Concentrate cash into a single processing equipment scans items to capture payment information and DDA account and take advantage transmits it directly into your accounts receivables system. You receive a of short-term investment complete audittrail for each item that passes through the lockbox. You opportunities can electto receive deposit reports on a next -day or intraday basis, receivables information and float availability via the Internet, PC, e-mail, ■ Receive detailed deposit and fax or touch-tone phone. Additionally, you may choose to view document remittance information via e-mail, images and reports through our optional Lockbox Online Imaging fax, PC or the Internetto easily Service. If an emergency occurs, redundant systems are available monitor and track cash flow throughout our processing locations to ensure continuous service. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at w .bankone.com 0200311ank One C.,pomiion Global T,.,s,Servires09/15/03 Member FDIC Regional Retail Lockbox Process consumer -based remittances, while reducing collection and reconciliation costs and accelerating funds availability. If you collect consumer payments within a specific region of the United States, our Regional Retail Lockbox service can help you speed the collection and posting of payments, while minimizing the time and III Reduce mail float and process expense required to collect, clear and reconcile your company's consumer -based remittances receivables. By sending remittances directly to one of our strategically quickly located processing sites in the East, West, North, South, Southeast and ■ Accelerate funds availability Midwest regions, you minimize exposure to internal fraud and reduce the ■ Lower costs associated with in - time and resources required to deposit and process your remittances in- house collections processing house. ■ Minimize the risk of internal fraud To reduce mail float and accelerate funds availability, we collect mail ■ Update internal systems using daily directly from the post office multiple times a day. On the some day, we captured OCR data, such as deposit, on your behalf, those checks received prior to the latest customer account and invoice applicable mail pick-up. Our high-speed processing equipment numbers, payment amount and automatically scans Optical Character Recognition (OCR) -scannable due date remittances and checks to capture payment information per your specifications, such as payer account number, invoice number, amount ■ Receive detailed deposit and due and due date. We can forward them to you daily via e-mail or fax, remittance information via e-mail, or, to help you update your internal systems more quickly, deliverthem phone, fax, PC or the Internet through your PC orthe Internet. You receive a complete audittrail for ■ Minimize errors caused by manual each item that passes through the lockbox. You can elect to receive data entry deposit reports, receivables information and float availability on a next - day or intro -day basis. You may also choose to view check and remittance images and reports through our optional Lockbox Online Imaging Service. To protect your data, redundant systems are available at our sites. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us of �.bankone.com 02003 Bank One Corpormion Global Tmosun5enica505/14/03 Membar FDIC Lockbox Online Imaging Service View check and remittance images and create related reports from anywhere using the Internet. Would you like to view images of check and remittance documents via the Internet to help evaluate your cash flow and identify payments received by individual customers? With our Lockbox Online Imaging ■ View images of checks and Service (LOIS), you can effectively manage wholesale lockbox receivables corresponding remittance and improve customer response time with nothing more than an Internet documents anytime, anywhere connection. You'll be able to efficiently manage credit exposure by ■ Manage credit exposure more gaining online visibility of your lockbox directly from your PC. quickly by gaining online visibility directly into your lockbox Lockbox Online Imaging Service provides secure, 24-hour access for an unlimited number of users — no matter where they're located — to view, is Search and sort images quickly print and copy processed images. Simply assign user entitlements and using a number of parameters permissions, and you and your staff can quickly resolve exceptions and ■ Reduce casts associated with answer customer inquiries, improving your customer response time. paper -based document retrieval Images are available online for 45 daysto help you minimize expenses and storage associated with photocopies, shipping and storage, as well as the filing, ■ Create and download a variety of retrieving and warehousing of your paper documents. For image archival reports and retrieval purposes, we will send you a searchable CD-ROM of your image and transaction data on a monthly basis. In addition, same -day is Add notes to transactions and flag image presentment is available upon request. items forefficient tracking Flexible search and reporting options allow you to quickly search for remittance details using a variety of parameters, such as deposit date, amount or check number. You can add notes or flags to your transactions for tracking purposes. For added convenience, Lockbox Online Imaging Service offers several reporting options, including credit date summary, batch date summary and check detail reports, that you can view or download using various file formats. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at ..bankone.com ®2003 Bank One Comaration Global Treasury Services 09/10/03 Member FDIC Lockbox Online Imaging Service Convenient Notation Feature To help you improve day-to-day efficiency in tracking your items, you can add notations to transactions or flag them as exceptions. Enter Search Criteva Comprehensive Searching Tools LOIS allows you to search efficiently for items by deposit date, check number, amount or invoice number. Quick Image Access LOIS captures and scans documents received in your Bank One lockbox and delivers secure, around -the -clock access to your receivable images. You can quickly scroll through, print and copy any images you wish. We also store your images online. For more information, call us, or visit us at wvnv.bankone.com ,r•:.v. IE :•.:di. ....� _ J. �il1 11.Y! :S. 'A! -. ,r I1J :.... _' IM _ '. W errRak� .... us.• �.. .:^.r,.✓ n;.. .no-• .,,... �-�,.. I I ( 11 ... _ I .I...... C 2003 Bank One Corporation Global Treasury Services 09/10/03 Member FDIC Bank One Pay Connexion' Reduce expenses and streamline collection processes while providing customers with multiple methods to make recurring and one-time payments. When considering an electronic revenue or payment collection system, you want to provide customers and billers with a convenient, easy -to -use solution that is cost-effective for you. Pay Connexion, part of the Bank One Connexion suite, offers a configurable collections product to meet the needs of you and your customers. With Bank One Pay Connexion, you can mix and match the channels — Internet, Interactive Voice Response (IVR) orcall center —and payment methods —electronic check (e-check), credit cards or PINless debit cards —your customers use to submit payments. You can edit or cancel payments for customers, and confirm payments immediately afterthey occur. Customers who don't have Web access orwould prefer not to make payments via the Internet, can pay via IVR or call center. Or, you may accept payments on their behalf through Pay Connexion's administrative site. Pay Connexion maintains the look and feel of your Web site, while enabling customers to manage payment information for one-time or recurring payments, verify payment status and checktheir payment history. If you wish, they also have the ability to schedule payments for a future date. This flexibility helps increase customer satisfaction while helping you forecast future cash flows. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at ..bankone.com ■ Lower the costs and inconvenience of collecting payments from customers ■ Provide your customers with multiple payment options and payment methods ■ Make, editor cancel payments on behalf of your customers ■ Service customers more efficiently by accessing real time, web -based payment information ■ Improve customer satisfaction by allowing them to manage their information including payment scheduling ®2003 Bank One corporation Global Treasun5e,,ioes09/l0/03 Bank One Pay Connexions"' Bank One's Connexion Suite Overview Bank One's Connexion products are designed to help you streamline and expand your payment collection and customer service operations. The suite consists of: Bank One Pay Connexions""— a payment product that allows your customers to submit a variety of payments via the Internet, IVR or call center; Bank One Answer Connexions"" — an interactive, web -based customer self-service/ information product, and; Bank One Call Connexion" —a fully scalable call center product using IVR and live customer supportfor responding to inquiries. Designed to integrate with your existing systems, each product can be used alone or bundled to meet your requirements while maintaining the look and feel of your Web site and brand. Pay Connexion Advantages: Reduced Costs Lower the resource and opportunity costs of collecting and reconciling paper checks while expanding your current electronic collection system with Pay Connexion. Not only will you reduce costs, but you'll offer customers the flexibility to make payments online or by phone using multiple payment methods. In addition, you can choose to implement a user convenience fee to help recoup transaction charges and offset processing costs. Internet Payment Channel From your Web site, customers simply click a "Pay Now" button where they are transferred to a secure, Bank One - hosted Web site that maintains the look and feel of yoursite. Here they can see the payment options you determine, register and manage payment information, and initiate immediate one-time, scheduled and recurring payments. From this site, they can also verify payment status, check their payment history, edit or cancel pending payments or update their profile information. For more information, call us, or visit us at v.ww.bankone.com Additional Payment Channels You may have customers that will notwontto make payments online. With Pay Connexion, you can offerthem the ability to make payments by phone with IVR or call center. In addition, your staff can process payments on their behalf using the Pay Connexion administrative site. We can also help you provide customers with call centersupport year round or just during peak times. Multiple Payment Methods You can provide customers several payment options including credit cards, PINless debit cards and e-checks. You have control in determining which combination to implement. Integrated Administrative Tools Pay Connexion's administrative site offers you a single view of the various transaction types and interfaces from which you can view, service and analyze payment activity. This helps you serve your customers more efficiently across your organization, while providing the flexible reporting you need. Departments within your organization can easily access this single database to capture information for all Internet, IVR and call center payments and receive reporting on multiple levels. You can also export data for further CRM analysis and integration with your back -office systems. Additional System Flexibility You can use the administrative site to edit and cancel payments on behalf of your customers and confirm payments immediately afterthey occur. You can also use it to initiate and process refund payments. This functionality reduces manual processing time while increasing customer satisfaction. ®2003Bonk One C.,omiion Global Tre.,u,SeMkce 09/10/03 Bank One Call Connexion' Outsource your telephone and help desk operations to reduce costs and improve customer satisfaction. Providing telephone support for customers is an unpredictable, costly process for many organizations. Call Connexion, part of the Bank One Connexion Suite of customer payment and service solutions, offers a fully - integrated and scalable call center productthat functions as an extension of your organization. Through our national network of call centers, we offer services to handle all aspects of customer care including bilingual, around -the -clock help desk support. Call Connexion utilizes Interactive Voice Response (IVR) to handle routine inquiries and supports your callers with highly trained customer service professionals to answer inquiries correctly the first time. You also receive tracking and reporting on all calls to help improve your service. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at w .bankone.com ■ Manage inbound customer questions more efficiently through a combination of IVR and live support ■ Expand the level of support you offer with our scalable platform ■ Improve customer satisfaction with 24x7x365, bilingual support 0200313anLOne CcWrofion Global Leoau Services 09/10/03 Bank One Call Connexions"' Bank One Connexion Suite Overview Bank One's Connexion products are designed to help your organization streamline and expand payment collection and customer service operations. The suite consists of: Bank One Call Connexions"'— a fully scalable call center product using IVR and live customer support for handling customer inquiries; Bank One Answer Connexions"— an interactive, web -based, customer self-service/information product, and; Bank One Pay Connexions"' —a payment productthat allows your customers to submit a variety of payments via the Internet, IVR or call center. Designed to integrate with your existing systems, each product can be used individually or bundled to meet your unique requirements while maintaining the look and feel of your Web site and brand. Call Connexion Advantages: Reduced Costs Call Connexion combines call center scalability, voice response technology and live support to provide you with an efficient alternative to maintaining an in-house customer care center. As a result, you'll free up resources to spend less time dealing with service issues and more on business at hand. Improved Customer Satisfaction Answertelephone inquiries around the clock correctly the firsttime with Call Connexion. We provide you with highly - trained agents and the ability to manage your unique solution to maximize customer satisfaction. Evenifyou need bilingual call center support or support in multiple languages, Call Connexion can help. For more information, call us, or visit us at www.bankone.com System Flexibility Whether you need us to operate as your overflow call center just during peak times or handle all yourtelephone inquiries, we can design a solution just for you. Additionally, we offer skilled -based routing to direct calls to the appropriate person or group of representatives that can be trained in a particular area. No matter the size or scope of your solution, we take care of managing yourtotal call center operation. Increased Efficiency To improve efficiency for you and your customers, Call Connexion provides detailed statistics on each call and can help you evaluate the collected data. All of our call centers can use IVR technology via touch-tone phone or by voice recognition to help customers answer repetitive questions while routing complex questions to a live agent. 02003 Bank One Corporation G1oba[Treasur,5en,ices09/10/03 Bank One Answer Connexions" Provide customers with an interactive customer service solution while reducing the costs of handling repetitive inquiries. If you receive inquiries from your customers and employees, you know it can bean expensive and inconvenient process for you and them. Answer Connexion, part of the Bank One Connexion Suite of customer payment and service solutions, offers a self-sufficient product designed to answer inquiries 24 hours a day and reduce your costs. From a Bank One hosted Web page that maintains the look and feel of your own site, your customers can access a dynamic list of frequently asked questions, search for answers and even submit questions that will be added automatically to this list. You have control over this data so that at any time you can update, change and reprioritize information. Additionally, you can even choose to route inquiries to specific employees or departments in your organization. All data and user traffic are tracked, providing you with a comprehensive picture of what your customers are asking you. For more information, please contact your Bank One Government Financial Solutions Representative or visit us at www.bankone.com ■ Lower the costs and inconvenience of answering customer inquiries ■ Increase customer satisfaction by providing answers around the clock m Better understand your customers' needs ■ Provide customers with prompt, accurate answers ®2003 Bonk Ona Global Treasury 5erNces 06/12/03 Bank One Answer Connexionsm Connexion Suite Overview Bank One's Connexion products are designed to help your organization streamline and expand its payment collection and customer service operations. The suite consists of: Bank One Answer Connexions'"— an interactive, web -based customer self-service/information product; Bank One Call Connexions"" —a fully scalable call center product utilizing Interactive Voice Response (IVR) and live customer support for responding to inquiries, and; Bank One Pay Connexionsm— a payment product that allows your customers to submit a variety of payments via the Internet, IVR or call center. Designed to integrate with your existing systems, each product can be used individually or bundled to meet your unique requirements while maintaining the look and feel of your Web site and brand. Answer Connection Advantages: Reduced Costs and Improved Customer Service Lower the costs of handling repetitive customer or employee questions with Answer Connexion. It provides an easy -to - navigate self-help site available 24 hours a day —enabling customers and employees to service themselves. To help you save additional costs, Answer Connexion provides a hosted solution requiring little internal IT effort. Online Inquiry Resolution From your Bank One hosted help page, customers and/or employees can access a "top -ten' list of frequently asked questions or use a search function to find the answer they need. In addition, a user can submit a question that will show a list of possible answers and generate a confirmation number. Questions are routed to the right person via established workflow rules. Togetherwith Call Connection, this offers you a comprehensive reporting solution. Interactive Customer Database Measure what's most important to your customers and employees with Answer Connexion. Its dynamic database learns, stores and tracks all data generated from your users. Ittracks site traffic in multiple ways, including how often a question has been accessed and by how many different users. It also tracks all customer interactions — providing analytical information to help you determine how successfully you are meeting yourcustomers' needs and uncover the areas in which you can improve. For more information, please contact your Bank One Government Financial Solutions Representative or visit us at viww. bonkone.com 02003 Bank One Corporation Globol Tmaaun 5enices 06/12/03 Receipt$treama Capture payment and remittance data from multiple -source systems and transmit it as one information stream into your accounts receivable system. Bank One's Receipt$tream retrieves payment details from virtually any source, including lockbox, ACH and wire transactions, consolidates them ■ Integrate current -day remittance into a single information stream and transmits them directly into your information from multiple payment accounts receivable system. Receipt$tream's ability to access and sources directly into your accounts translate remittance data across multiple electronic platforms provides the receivables system timely delivery of data, so you can review it with minimal effort and ■ Consolidate lockbox, ACH and manage yourfunds more efficiently, wire remittance details into a single information stream Ratherthan dealing with individual feeds from yourwholesale lockbox, III Receive data in a formatthat meets ACH orwire remittance, you receive a single electronic information your information reporting stream in a format that best meets your needs, including: e-mail, fax or requirements paper advices received via your PC orthe Internet; or BAI orANSI formats via a value added network. You can also receive reports by one ■ Streamline internal processes to of our optional electronic reporting platforms, such as FirstCasho, reduce costs and more effectively FirstWindowe or The One Net®. This automatic translation and manage yourfunds consolidation of multiple resource data saves time, reduces resource costs ■ Reduce risk of errors caused by and helps you reduce errors. Whether you conduct business with the manual data entry Federal government, healthcare organizations ortraditional vendors, Receipt$tream can streamline your receivables and remittance processes to help you manage funds more efficiently. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at www.bankone.com 02003 Bank One Corporafon Gloh lireasur,Senices05/14/03 Member FDIC Represented Check Entry Accelerate collection and reduce processing costs by converting returned checks into ACH transactions. Bank One's Represented Check Entry (RCK) service can reduce the cost of redepositing high volumes of checks by converting checks returned NSF orfor uncollected funds into Automated Clearing House (ACH) debit ■ Reduce processing costs and speed transactions and submitting them for redeposit. Checks eligible for RCK collection times by converting are consumer checks written for less than $2,500 and dated less than returned checks into ACH 180 days priorto the ACH debit transaction. Before accepting a check as transactions paymentfor a product orservice, companies must disclose to customers ■ Consolidate multiple bank returns thatthe check may be converted to an electronic debit. into a central account To help you identify return transactions quickly and efficiently, we offer ■ Improve collection rates convenient and secure reporting of the previous day's return checks ■ Access detailed, secure transaction using your PC with Windows® -based software or the Internet. Returned information from your PC check data includes chargeback, RCK and redeposit item data, dollar amount, return reason and optional store/location number. Checks converted to RCK are included in this report atthe time of conversion, and information on returned ACH transactions is also available, either as a preformatted report or through a data file transmission. Checks may be eligible for an additional presentment opportunity, according to National Automated Clearing House Association (NACHA) regulations. Through our service, you can choose between one paper redeposit followed by a final RCK presentment or two RCK presentments. RCK transactions can also be submitted on a preselected day, up to 30 days in the future. In addition, RCK can be combined with our Windows is a registered trademark Centralized Return Service if you use multiple depository banks and wish Microsoft Corporation in the united States to consolidate returns into one central account. and/or other countries. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at wwmbankone.com 0 2003 Bank One Corporation Global Treasury Services 05/14/03 Member FDIC Direct PayChek CardTM Simplify your payroll process with a convenient payment option for your employees. If your payroll processing costs are high because some of your employees don't use direct deposit, consider the convenience and security of the Direct PayChek Card. This prefunded, card -based payroll solution helps ■ Reduce the costs of paper -based reduce paper checks, postage expenses and the risk of fraud. It offers you payroll checks and your employees many of direct deposit's advantages, such as faster ■ Improve efficiencywith an easy -to - access to funds and reduced check cashing fees. You can streamline your implement program, leveraging check payment process and provide employees immediate access to yourexisting systems and processes funds — all without them having to take a separate trip to the bank. ■ Enhance yourdirect deposit Funding works just like direct deposit into a checking account. We'll options for employees provide you with a routing/transit and account numberfor each ■ Reduce the need for special payroll cardholder, and you'll fund the account via your existing Automated arrangements Clearing House (ACH) process. ■ Offer yourfield personnel a more convenient payroll option For your employees, the Direct Paycheck Card works just like a debit card, exceptthere's no associated checking account. Employees can ■ Reduce the need to monitor bank access their money by using their card at any Visas merchant, withdraw accounts for cleared checks cash from an ATM or bank branch, or make purchases with "cash -back" at select merchants. Direct PayChek Card eliminates checks and leverages your existing payroll systems —providing you with a streamlined solution. In addition, your employees receive benefits beyond typical direct deposit programs — monthly statements to help track spending and finances and around -the - clock customer support. Your Financial Solutions Team delivers individual answers by providing ideas to Visa' is a registered trademark of Visa. energize your business. For more information, call us, or visit us at wwmbankone.com C 2003 Bank One Corporation Glob& Treasury Services 05/14/03 Member FDIC Commercial Card Classic Meet your business challenges by integrating and streamlining your payment processes. In the face of intense competition and escalating customer demands, you need every area of your business to be more efficient and results -driven — includingyourexpenseandpaymentprocesses.Whether your goals include ■ Combine low -dollar expenses into reducing overhead or improving payment flexibility, we'll work with you to one payment solution design and implement a Commercial Card Classic program that streamlines ■ Reduce the costs of processing and your business processes from procurement to payment. tracking low -dollar purchases Commercial Card Classic can help you lowerthe costs of processing and ■ Minimize time-consuming travel tracking low -dollar purchases and business travel expenses. Tight purchasing expense reporting and controls reduce the cost of administrative oversight, and transactions can be reimbursement processes posted automatically to cost centers or general ledger (G/L) accounts, ■ Automate transaction posting to eliminating manual data entry and reconciliation. In addition, our extensive cost centers or general ledger reporting functionality yields opportunities to consolidate vendors and accounts enhance your sourcing strategy. And because it is accepted at more than 30- 111 Improve vendor reporting across million locations worldwide, Commercial Card Classic is convenient for your the organization employees as well. ■ Leverage enhanced reporting to Whether you want to use one card for your low -dollar and travel expenses, or make better informed business split them into multiple card programs, we'll help you customize a program decisions that lets you capture the information that you need. Detailed reports, spending controls and a more efficient purchasing process mean that you'll spend less time managing expenses and more time making informed decisions. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at www.bonkone.com ®2003 Bank One Corporation Global Treosury5enices05/14/03 Member FDIC Commercial Card Classic Purchasing Purchasing activities typically involve a myriad of suppliers and vendors of all types of goods and services. Without a card program, most organizations use traditional purchase order authorization processes to control what is bought and from whom. Our Commercial Card Classic offers you a streamlined way to manage those processes. Use the card to migrate from a paper -based to an electronic procurement process, which should result in significant savings. The card also can help you evaluate and enhance vendor relationships and improve vendor reporting organization - wide. In addition, you are able to extend purchasing authority to more individuals in your organization while increasing control over spending. You can establish authorization controls unique to each cardholder. The card lets you impose limits at the point of sale, such as supplier type, dollar amount per transaction, dollars and authorizations per day, dollars and transactions per billing cycle or month, or dollars and transactions perself-definedperiod (up to 999 days). These limits are customizable for different types of expenses. Travel and Entertainment Commercial Card Classic offers the convenience and flexibility of a corporate travel card, and the daily access to data and automated interface capabilities typically associated with a purchasing card. Use it to improve employee productivity by minimizing travel expense reporting, orto control non -travel spending and eliminate employee reimbursement. You benefit from a single approach to program implementation, customer service, data access and reporting. MasterCarde is a registered trademark of MosterCard International. For more information, call us, or visit us at www.bankone.com In addition, Commercial Card Classic offers your employees convenience. Available with the MosterCarde brand, the card is accepted at more than 30-million locations worldwide. You can also provide your employees with comprehensive insurance coverage, including travel accident and primary collision/loss damage coverage. Centralized Reporting and Program Administration Commercial Card Classic uses innovative technologies to centralize yourentire expense management process. You and your managers will be able to capture data needed to better control low -dollar purchases and travel expenses. Our Internet -based solution offers you a single point of access to data and the ability to easily view daily purchase information, create detailed reports, upload transaction data to your accounts payable or general ledger system and automatically allocate and edit transactions. You'll also be able to add or remove cardholders and adjust cardholder spending limits. Experienced Program Support Our approach to program support and day-to-day customer service is highly regarded by our nearly 1700 customers. You'll be assigned an account specialist, who will work directly with your program administrator during design and implementation stages. And our dedicated customer -service team will support your administrator and cardholders on every aspect of the program. In addition, you'll have access to our Commercial Card Classic Web site — designed especially for programs like yours. With this site, you'll have access to program forms, frequently asked questions, periodic newsletters, reference lists and links to other useful sites, such as MasterCard's Enhanced Merchant Reporting Service. 020033.AOne Corpormb. Globalrreaswy SeM.,05/14/03 Member FDIC J Investment Sweep Accounts Sweep accounts allow you to concentrate funds in a master investment account while maintaining a designated peg balance in your main/operating account. The peg can be set at any amount (i.e. the estimated balance required to pay all service charges or zero balance). The earnings credit rate will be applied to all residual balances which may be utilized to offset service charges. Sweep accounts are in compliance with Tx. Gov. Code Ann. Section 2257.001 et seq, the Public Funds Act. Previous day account information is available each morning at 7:00 a.m. on the Bank One Information Reporting Service, "The One Connection". A monthly fee will be assessed on analysis. See the chart below for more facts: RepurchaseAgreements* U.S. Treasury Securities Money Market Fund Minimum Sweep Amounts $1.00 $1.00 Memo Posting Principal and Interest Principal Interest/Dividends Daily Monthly (1st Business Day) Statements/Confirms Daffy/MonthlyDaffy/Monthly Monthly Rates Based On Target Fed Funds Rate (-) 15 Basis Points U.S. Treasury Securities Money Market Rates *The collateral for the Repurchase Agreement will be held at either a Federal Reserve Bank or JP Morgan (Chase Bank) as third party custodian. The funds that are swept into these Investments are not a deposit of Bank One, NA and are not insured by the Federal Deposit Insurance Corporation. One Group Disclosure: One Group Mutual Funds are distributed by One Group Services Company, I I I I Polaris Parkway, Suite B2, Columbus, Ohio, 43271-1235, which is not affiliated with Bank One Corporation. Affiliates of Bank One Corporation receive fees for providing investment advisory, administrative and other services to the funds. Shares of One Group Money Market Funds are not deposits of, or obligations of, or guaranteed by Bank One Corporation or its affiliates, nor are they federally insured by the Federal Deposit Insurance Corporation (FDIC). Although the funds strive to maintain the value of your investment at $1 per share, it is possible to lose money by investing in the funds. Investments in the funds involve investment risk, including the possible loss of principal. Call One Group Services Company at 1-800-480-4111 for a prospectus containing complete information about charges and expenses. Read carefully before investing. Repurchase Agreement Disclosure: Investment products are not deposits of, or obligations of, or guaranteed by Bank One Corporation or its affiliates, nor are they federally insured by the Federal Deposit Insurance Corporation (FDIC). Investments are subject to investment risk, including the possible loss of principal invested. Past performance is not indicative of future results. 4NK� ONE. Bank 0111 T et mi ® in�csuucnt ticr.itc In%on«11JIll ll is l3 Ball", al c no The pro is of B' t S,l lee h to cc Sa'ciccs fur one cc 0 Ion 1' . ro.isi,)ns apt with B IIJt in'= P p the Ctuto«1cr irra, .tuff \l ul;l Tht 1 For accaunL and I I ,semen n,esul �.3t�ettut. m;untainc`1 OncSlltcF. I1 Lt �ar.ice; t. arc r" us: 11nt,c'.rc1s1a1'n'1.e :eery 011ll[ n a)nnettion with nlent or other a?Plic:tLlc a' c till 'cle » > ;c thr; anct. ` our \_rce `t.lte l'snu .,11dn'[o her ro i lc \CCJttnC ;hC;C S' -,11,n.t11[.t l t rl u ed h.rc" tial . d Into .I'enr,,. C JI11i»dl Jf:ttc: ,iC- ' 1, Clii,�Iller 1 ultorp of these " ll� ClI1G.. atd. 11 :19 \_leetllell[ 1' «CCep .Ice �nre C»len[' , In. ejL1»e»LU art Ulln[,11 o I,c .our in the so, = _ th d»; �LI'.le f.•r nrak'1'' ,., deemed nJlliatIIJ l \ttctuu xl I. .J ,,1 INm dent d1 `tltpos the ;anlo lllcstltlr= `I , ll pn„ idc l ustome' Str lee Iro111 ume to Form arathe l hcretJ 1 et`nslsI. of Ianodic tr'ansltrs t t h AS B"k (-tt th[n«_ ti. dollar urn tiop` Mich \uthoricttil)n m the o oltshor0 C plate, Lot't'o11in_ In e;utic»t eh of la) S�tcen- of dtt nulucll ful�s„aCu;,omar. (bl ` .t„l.cerlc»t; Ic. cili[,: In n a Otie u1 ac -onn, nl :m) urchase m time b} credit is -ionic' n)tu t'a) • and ') as spetilie tinder rep b Custc o or �Iuulal Fmay Prix» nlle hotitied . dte utccsultcnts \ttoun[,vhith d 10 the \tanlnu) �rr,),.ad. or l') m effete, Customer •ln� p)lletlt\ dl\ R1 tollotSll 21' ant. n f5 \ ,[Celltept 1� CII. - ylunrll Fund.. t d. ld) I ad F \\bile thu r create. 1h) sp' lmtsmte11t ahcrn;tti.elsl time W'•tcl' :l tltenl-.11;c� )' , �,,t to this :\_r, tl',a One 511etp- `l Pcd Fu»ds h1`es fv lttrnatives offered throu_h (no dep,l;iC. ( -'Otte �t.,ttp-In1c;ullcnt 1.hlch sha11 he sue I \ccotutt sp' • ..Ill.su»cnt �II� ;llt� :\ttlltplr lJf d:1th lll� oil Cl1e referru LJ :U Chc h uu' h lc t all ) s1 " - 11 be lability u) Oil l: �_re'11ltnt. all,, tcl da.:, . ;1lh1eCC t0 iltlti .allablt (J hd ti11Cp[ Irioi il'`':ll y b«�111e5s - \1t�1'ranle lot' notice [� to !-t „t; the rl;ht to 1in11t the : `. she; funds '`1 , i throu'_h It) One rest' lint S tctP Invesu11t»t on^__' fht unount of thts Sacuo» _l'.1 t,pllcablt. w stied u1 3 ,)f dtase Scrcicc ! m1s. 13an rowed. 1 I yecC101111Kf»;tll.e (.. U•vlJlllet' Ill:l. th�)Ose 011ly i j l4ctp-In�csulttltC sp' meet for dte as more loth dtlu,t,n suntnt ` half JI 5wecp I;alalltc Swtcl both I:. d F,pl,l> Intt;ted :uu1 Fcd Funds �' „ 'ttt on �' One of am One t' cnt. •> nPeel itd cunt u110 [ht l)";licvl by Customer t:.us«ttllcr �etpt l-ttstomcr nla. ch,xls., as Customers I �a�h a» wlnh l3a»h Unc filial \" oath account hereby aFl \luula! F°ud ume dI , 1. l" ustolllcr tlw Invcsuncnt R°I'aneJ From 'a»v 'p' 5• doll«r F,,d Funds �PP�u[uht l' cepiuu 1 ulFshoro U d funds rate 1 for purchases 'an l rchlnptiolts of shares In ll` d at the F' urthase1 0l s .al)I)htablc. of s 1:) hx dt)osit u4o d:t.. wrl)Jse.. :(ransactions )• ( old l=) for purch:t5as and rcP Olth, DoPos;u'"). (cl Iw ticposiS Pa W\Qtivcly \ccounL each business ux1 toll F d Funds l3orrJvvcd') ' Terms. Invesunal rlt»;aetjon lntludtn vlcJ Icach a and collocllve!y th�` l Fund:; rate l 1 of x)s;t iced at the 13:u k Onu s authorised to debit uc credlL the ht Ie`e -Ofl'shorc D d) for loans 1 ' I" )o'') \nNunl that to Ile Invcstcd" ), ( urcllase a' reelncnLs nit ,1 t Balance slydl eaAallalc .-InveS«ncnt :\uthoritati`)Il o»d die rcWva»t provislolls of [hcsc . cl t311c wee) •tar d'.ty.13'.tnl: me Ono «radar 1` One S 1 1th bus'ntess oOunt contun; al l nc and Cu;tolnct' ItIJScyol ,e: to the ;\ccu«rat. IF the A \mount i'V111od spttilied'm I. \Isar llu rho �lininlun' )na ldlc each \etuunt, Il:u1k �caxuu. l n ss. Pot of that w- I remain Ill the s tletcrntl�L'nu»I«III n1n\11 lyll'dlttt LItt1' I3;mk 011e h:ts I)Jtitell 'del llelell5 \QQ lYet It$ 1111Jtlln : The nail;thI \'count' •;tab11;11cd : „ s. 1, [ht tar cl 13alauco \n``, taallm:tvmum . I'nu»cnt :v\tects )IlU11Jrt Dcp os and ?lull t100 Gn' lrornativo, Ilan1. One la; - .ail:d,lt hat:«tee In c`ccss of the CM b:da»ec 1 1):tlano weep such t' htvtsuncnt Custontcr; unt;tlnIntel«rein'. table one 1•i11 s ()no Sete!" rands I3orrrntcd an`I Rcl-ustonler. below). 1):tnl` nto lllo Incestai. Fed F .en_t montll!v lnvJStmcnt l3alantc Jf 13'liallcc 1 `d l:ult.I u)Jn notilicatton to htvcsuntnt I: ands. 1' ' s) tu:;l nl«st m'ainlam an a U for �luuct! he ntJdllled Irnnl ulna w lime ! either Pa Ill the appl'Icahlt I I 1 Ono sl. 1111tHllll a Jt� � ntman :\nt,xlltt nI, Ias dttin `I ticrvlcc ;\;rcculcnt or h: \lu In l ll h:tvt the ril_ht to Intrc;t, e or decrease thV1th'th`t»um in.csuttcn Baal. lilt .Ice '1 a-ms. \lone \I:ul.cl 1' wlthl)tll VIV) , sh• 11 c, cd; to One, of these Scr ht p.).. rillion. Rank and crcdtt Ile tcrntmatJd In attar anc� lbn»;n1av)' liionlcrmmauodternatilcs I'htst ScrvIce other party. I wrltim t I tl'c one 5wctp !nvtsulunt -�;I:nllnatlJlt' ; n0tice 111 In t11C ill'o tt»e»h v .yivill' U a !-i1 Custulnc. of ll bt Ilyu'Id:uc _ ___....- ,1)pFlcabIc fen»': het tillecp ,,-1».,,_:,until n,nh l )nc •tt• Eers. Qank Ont, n ill collect SperilieJ in toIitin lit, the tees for m hntr u\ tilt, Onr Succ i_ lint, h\ Bank t life. loch t'a,•;:Ir (❑ ,111lentit'lrtel-I Int eI \,lit nt ahernadt e SelecteJ he Custoolel' in the ; 1=fF'"rivn il;tts f :\Ilv chant, in ;ulv 1' e�ccnscs Ie\ ird In lmuun lit One Swee Ile Sttec n the \Innctl ht ; p-Incrstlnrrtt,\uthur!znt;OO has been fee'`hnent : utt.t; Iltcrnadve shall he ettbctirc t\i[hin tilt, j, 8 Th• \hmrtl P ced: tCce —tlli. II' Customer It:ls Selected .A nrl pled ht E3anl: One. busines of this Section 3 shall apply in adelitioll to Sections I throtl h ?: Mutual Ponds ;e; a One .Stteep_fncesrrticllt alrel'natite. I lospc -ctus. Customer has r,yttestetl, acl:no\ticd,c I s t,ctuS foil its provision., ?ru p each :Atutu:v\ hun.l in which it is infesting i• �. huf ing. The Pros �cehu ' rrce1pl nl; ; E details tees ncI has had the uppurultity to r;lrctil!h elecauiltg and e. penses incolfctll"sPrclt"'") tcidt res,.,. h:u'es of each i\fuRcll Fund Ru to the rlcvam Pro , tilt, :\tutu:]\ Ptmil in will,\] ,taus of . etictt ;t pcCttrs. Shares"1. C'ustollicl, h;Irt,S Customer is s rclf ill Solch Custtmer is incestin¢. (h) on the r presentatiulei contained in ht ( imlt' n Tr discretion. to Jill 13:mf< One rescrtrs tilt ri h( Itn the limit the amount o and Custonurs. Customer trill rceeicclenrnintl-;Itcreaddit t[,li`ttl'h Ihr.',- ` n` circa da, to suspend the .Sertirc esptvtsible Ibr:utt urerdr-llis tvltich occur \\hen :l redemption Trartsac[iu Sclficc. .Such !inlitadorls nun f; ., I lIt its nv,n \Inuctl hand due to a rcdCmPlion Im( ucrurrin, l ill runtime rift, Int cslnlent Balance he!u any business d:n the IMesumnt Q1,1,1 r Hill incrrase or enutinin, in am n d okill be n is not processed. Imesttttentsclrnt[unin ]till e business day and, in either' Case, the resultim, tccrllc dividends. The a ill recen decrcaSe C'usnxliershall notil n the priority in invcspncrtts: thcrct6re• by rce kvIlc" rn°t Qank O Invcstntrnt f3al:utec till nut be lirlly incrsled. l3ank t I'll p:,'ed \ thu fnrestnleltt Q:dancc pn the )Ile ifun IS, ,OUp•ppp ;\II customers that report lame tuctuations rntcr into 1-r:msactions tilt C,SIOltter if Customer tails to I'll SO fluctuations. P"aLions hands e. c,pt Iht, Ortc Group I\lunicip:tl :\funr5 \lar6ct fund. e. in its sole ducredoll and n irhout liability t t the ustomer well rcducc tilt, n such Pollee to Q:utl` One Iy Pussihilit} that its li3 it,, :\Ipnev ,,, I \ct Fund. ;\,y d;ly .1 1 ransacll'lit ret Flue tin Custplltef• play nut Bank Oitc lilt, 1'I hr tU 1'l'l'l`IVe CIIVIdCntIS, rf;IIR', pit UI' ( ) Itt. ) by _.Of) p.11l. E:LtitUt"l1 -I}IIle ti;r;tll I I: p a.m. Pastern 'fink fin' the rcdcmpliu'] uFShat* is proct,ssrd, (e) Shares sp rrdcclllcr One Group y Lam. Mutual Fund accounts set up for usr \vith tilt C u'wlner assi ,ns direct phone call to the ,urtual fund Co Scrvice C:uulot be aeeeSSCLj througll any other,]calls such as a (`lj Uitidcitd bu distributod nitmtlll� WIll d t cuu utJ� msaCliults rcpr ell(Is, CllLi_;. Dir lantlsu❑ that the Inresunult l3al:mce in the i\ucuullt is less S e the no redcrttptiolt shall he mad, if the OIL l alanCc' Dcli e'l Sh;u'cs will be declared on each busillcss day and rodent .. rcdcnyuions 1'ronl a Mutual Fund \till occur to �hat B illitl] eececd lilt, investment in the ;\lutu,l Fund. In wrh mt civc3tt. Lulcc /\Ill ltt ('1 arq , hat Bank One estimates will be suflickllt to nlai,t:ri❑ th Tar. , `ct Qalanec Dalicit" ,the `strut cif is Icss that] lilt, nlinum1111 ;unuurtt. In no Liyuidali„It u',' ! protidcd. I Share.a «ills • Bank One shall liquidatu an anittullt hall iuuLs hurcunticl'shall he in imntctliatcllc it taxable o table \louts. ct 13alancc t,t'ent to tilt, (. \motor[ and p;ry chCCls drttclt on thu '\Canutl. ustomer. Unless othcrteist, mutually a`, Lei �\ \1 VIs{rrcd. all transfers ut' S I OyIC R ;At, f.VObVLC.pcES I f l\ 1 11 1y�. I. SLRbICI S TO Tlil i\IUTIJi\L I3,\,VI< (),NE 1SL RE,1D I'lIC PRt I XPf VSl \.VD t FIJNDS. 1.1IG AND I IS SUI3SIp , )SI'C l I S JfHCR IN. I'RpSPEC'7l I\RILS \REI'ULI,Y. \'Vf) AD:MI,VLShR,\"fIVE f<,RV1:\LION ON S DE.SCRIQP,' iND ;1PI'll..l:11'(=.' > SIlI3.S1DI;llty OF 13,1NK ONE h` 11: ,,. l\IIJT S SL'C'hl SERVICE. S I ROVIDIi VD TO THE INV.,. U`\L FUND 11 LUD1, S i\;Vp (-t)Nr,\I.\ hOR "1-1if::\IUT1;; C )RI ORATION CS I,\IGNT 1\InNA G 11 VEST;\IE,N,T \1. FUNDS. Tf fERG C',q,V BI nS THE 11 V ,, GC,\IEN"f COi\IPq,V \DVISORY �AL1hV1:�\I.N ,A S-J,A13LL _ IV'O CS I.: IENT A VISE Y bb'IfICH !S q J1' OlE hltJ 1.1J, VE'f ;\SS[:T VALUE OP \SSf1Rr1NC'E TI1AT q,Vy \I RAND SUQ-r1D;\IINISTR.4'fOR t 1f. PUNDS \VII-I. hLU SI'1)7 PER .Sfi,1Rl .TUAL PUNp kl',\INI:VVf3Sl'\IEN'I' CTUi1-1E, CU.STO:MIE WfLLQEnBLEfO E11111:1� li.\N.'I< DIiPO,S1RSSNrS. IN(.'L.IIOING Tlip \IONCY ,VI.ARJQ-. \ R LNDERSTAN POSSE IGTL,\I. I:IJND D.S TI I. I' YIELDS JR Hi\:VI< OVP I Q1' - I-t).S.S OP I, IVC' Sf 1;1RES IN'Vp )131,11;1 Fit) 1, IP;11„ LVE AND :ARli ; 'r)� � I IIE ;AI(!TIlAI. II:,V V ---- -_ f IVSI1111iD UI< t'I , D.S ARh -..- ---- r .\R.\��Itil{DI3Y --, of i B4N s ONE 111E FDIC. THE UNITED STA FES GO\ ERNMEN'T. OR :\NY ST.\ VF GO\"ER.N\II N"1' OR \NY" AG1:NCY. OR INIT TIiEREOF. (]Ifsh11I1c_DJ:pusiu. If the Customer has selected OftshON Deposits as a One SoNcop-imesuttcnt iltcniati%e, the provisions orthis Section t) shall apple in addition to Sections I through 7: (a) Offshore Di-pusils Ope C%\con-Invesnnenr. \it•rn;tti.r. 1:ndCr the Offshore Deposits Ono Sweep-Imestmcnt alternative, the Itnestntcnt Balance is swept from the ACCount iMO Uflshore Deposits at a Cayman Islatnds hranch of Bank One on each business day. The Custoincr's Imcstntent Balance must Cqual or exceed the ntininuun an7nttnl in order to be Swept tiotn the Spccificd Account inw Offshore Deposits. To the axtcnt CuStrnter hats choSCII the Ofl3hore Deposit One S�\eep-Investuttcot alternative and the Investment Balance in [he :\Ccouttt is less them the Ylinimum AmOltitt. the Incestmcnt l3alatncc will. as desimated b% the CuStonter an the One S\Wep-linCstntell[ .-luthoriza[ion- (i) be st opt into the Rzpos aIIernati e. or (ii 1 remain in the applicable A,CLUIll [, For %0ich CuS[ontcr \N ill receive carnines credIis. (b) L LLl ur s } u is. Offshore Deposits are payable onh at or by direction, or Bank One"S Cayman Islands offshore hranch. C tI5IOIl7Ci' act:rntttled_CS that the offshore branch account is maintained by Ban!: One fix its customers gencrdh and deposits to an ofCShore fnrcisn branch account kill he CO- Ill in_ICd with the deposits )Fouler cusaill cis of B:atk Onc. (ct Latiu (?Jtsttus�epusLi u 11llu;r nn OI'1',horc DCI „i[s. Bach Offshore Deposit Shall earn interest at a rate per annunt equal it) the rate act by Bank One frail time to lime calculated un a 360 day tear basiS till the actual number of days elapsed ("Interest'). Each Offshore Deposit shall mature on the business d:w following the business diary it %gas made ('AIaturih Datc"•). On the (Maturity Date, all amount equal to the Ofkhorc Deposit and the Interest either shall be available Ill the Account a%hich waS debi[ad in Making [lie Offshore Deposit or otherwise shall be made available to Customer. (d1 LMLL)RL\NCl_DISLLOSS RLS LZLIJRDI�(i I'f_.lL-C2LLSLLLi(:r DLPOSrrS. IN\FSI'MENTS IN OFFSHORE DI:POShI.S INVOLVI'. INN, IiSI"iMI N F RISKS. INCLUDING POSS1131.E LOSS OF PRINC(P:\I. ;\ 101'N I' INVESTED. )I PSI IORI:. DEPOSITS r\R1: SUBJLC I l U CKUS.S-131)RDI:R RISKS, ARE AN OBLIG;ATION OI' l'I IIi APPLICABLE ,3 NK ONE OFFSi LORE BRANCI I AND ,-ARE NOT INSURED OR OTHERWISE GUARANTL=ED BY BANK ONE OR \NY OF ITS AFFILIATES, THE FIiDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR BY ANY OTHER GOVERNMENTAL AGENCY OR GOVERNMENT SPONSORED ;\GENCY OF IlIE FEDERAL GOVERNMENT OR ANY STATE. IN THE EVENT OF A LIQUIDATION OF BANK ONE, OFFS( [ORE DEPOSITS WILL I IAVE LESSER PREFERENCE' THAN DOMESTIC DEPOSITS. 10. 0ins_) I['theCust0nnerhas SCICctodPodfundsimcstedas One Sweep-InvCOMM alternative, the pro%isions ol'Ihis Section 10 shall apply in addition to Sections 1 through 7: ut) E dluudslL utcd�uc�ucc(t ltuutuutLtllicnativ . Under the fed Funds Imcstcd OIIC Swccp-Imcstnunt allcmalivc. the Itncstntcnl Balance is swept I'Mill the Account in[O a contntingled account with Bank Onc at the cod oFeach husiness day. TIC CHSI[OIIICr'5 linesuncnl Balance must equal or exceed the ntinuunwu inSeep amount in w order to be Sept front the spccillcd Account ioto :cd Ponds. Bank One is the principal. (h) Luatlllla;IQd_)cGLJWJL. I-LISMInCi :(All( QLIUCS that catch contntinglCd aC,ount is ❑taintaincd by Bail. ()Ile Ion its cu`,tuntcrs _cocralh aril Ills htvc:;tincnt Balancc Kill be coinmin^led with the deposits ofolhcr ustuntcrs u1 Bitola Unc. (c) ttttcrest. Pod funds Invcsmd shall earn interest at a rate per aniuutt equal to the rate Sct by Bank One From time to time caticulatcd on a 360 day year basis 60r the actual number oFdays elapsed ('"Interest"). fed Funds Invested shall m:mtre nn lhC hu:;inrsS day tit luwin, the business day the investment was madC ("I'llaturity Date"). On the Maturity Date, an annuttit Cyual tO the Fccl Funds Iltvcsted and the interest either shall be availatblc in the Account that was debited in staking Ilse iinrslntcsl or otherwise ;hall be made available to Qtstonter. d) I�911ORTANLD1.fLOSLRES--RELGARDING EED EIINDs. FED FUNDS ,ARE NOT INS(;RED OR 1:1) I1Y BANK ONE OR ANY OF ITS APFILIATFS, I111. FEDERAL Dlfl'OSIINSIJRANCI'. h;uik ) me un- 'i cep., -Investment Service I cnm III BANK = ONE. Azov CORPORA"I-IOv (FDIC) OR B1 AN't OTIIER GOVERNMENTAI. AGG\Cl" OR GOVER\\IG.\T SPONSORED \(-iF\CY OF TI iL_ FEDERAL C TTRNNIFNT OR ANY TrATli. Ei l Lug liEiu'r tuL "1 ail l 1c1 \ ' \ "•<putilctii—Bai (),I] yj If the Customer has selected Foci Fund; Borrawcd as a One Sweep-Inycsunent alternative, the provisions oFthis Section I I shall apply in addition to SeetionS I thmtgh (a) rids Q=Ncd (One SwcepJhIne rmenr \IteLudd,,-e. Under the Fed Funds Borrowed One Sweep - Inyesuttcnt alternative. in the eke tit the ax ailab le balance in the account is Ies, than the Tat get Balance Amount. Bank One gill "loan" Me Customer an amount of Fed Funds Sut Vent to bring the availahle halance in the Acount to to Tar yet Balance Amount ("Loan Balance"). 1n the event the difference benyeen the wAlablc Kdalice and the Target Balance Amount is less than the minimum swop amount, no Fed Funds BOITMOd transaction kill be initiated. iv htL�t. Foci Funds BOITO\\ed Shall accrue interest. at (the) mic(s) per annum equal to the rareis) set by Bank One from time to time cQulatcd on a 360 day Near basis tar the actual number of dens elapsed ("Interest"). Fed Funds Borrotced :hall mature on the business da) follott inu the business dac the loan teas made (`vfaturit) Date"). On rite Maturity Date for Fed Funds Borro\ead. an amount equal to the Fed Funds Borrowed and the interest accrued shall he dchned li'nnt the \attar. 11. R,_pos. I('the Customer haS Selected Ropos as a One Swaep-In\ csunent altcrnati\c. the pro\ isiorti of this Section 12 ;hall appl\ in addition to .tieetionS I throu,h'' U4) D.efitili mo. (it "Repo Rate" means Ilse per annum percentage rate Gar determination of the Interest at Maturity.. I -he Repo Rate tail: he determined by B;utl< One and is subject to chance from time to time: lii) "htcomd means with respeCt to ane Securities at any time. ally principal thereof then payable and all interest, dieidcnds or other distributions thcrcof: (iii) "Market Value" means with respect to any Securities as Oran, date, the most recently available bid price for the Securities, plus accrued Income to the extent not included therein as of Such data (unlcSs contrary to market practice for such Securities): (iv) "Interest at ,Vlaturit}- means %\ith respect to ally Purchasc hcrcundcr as ol'any dale. the ng rcgatc amount ohtainccl b% drily appIicatit'll of the Rcpo Rate for Snell PIII-Cha�C to die Principal Antrum tin' Such Purchase mi a 3W) day per )car hask Gtr the actual nuniher of days during the period conimencine on trod imludirly the I'radc Data for Such Prrchase and ending on (but cXcluding) the llttu illD;ac: (v) "Purchase - shall hacc the ntc:utin_as spccilied in Section 12(h). \ i ( "1-rack Date" nteve; the dale on UK Purchased Securities err,n ue;farrad ht. Bank One to (llstnntcr: (%ii) "'Principal Amount' ntennS om the Trade Datc. the price at which Pul'allaSed �caUIHQICti ;Ira u'an.;farrCd by Bank One to Custmter: (%iii) "Purchased Sccuritics" me;tnS the Sccuritics Irmsletred by Bank One to C'ustonter in a Purchase hereunder. and any Securities Substituted therelixc: i:;l "llaturity Datd­ means die date on which Bank One is to repurchase the Purchased Sa,�uritics from (-,ustonter, which i; the business day succeeding the Trade Datc: Raul: t ma t the ;tvt y,._ IIIv",IIIIt: m .tit ice I', tnI,t .tht - I or BANK® ONE. Ix1 - -Net Duc at klatt!rit%- mans the price at \tl,ieh the Pl!rcha;ed Seeurities are to Lc [nntiterrl'd front Customer to Bank One upon termination ))fa Purchase, \\hich \\ill he tiCterntinCd in eaCh Case:n; the stint of the Principal :\mount and the Interest at :Mast, by as ol'the date oFSuch dC[CrinlnatjUm (xi) "Securities" means securities issued by the United States Treaswv or any agencc of the Cnited States Government (which may be ayailabic in boot. Cntry torn, onlc). II,) \ nrhahiIirv. On etch b!sincss day, the parties ma\ enter jilt,) transactions in �Oeh Bank One agr,xs nt mister to Customer Securities against the meel) of hunts Prom the spceiI ied ACcnunt. %%jIll a siIll ultaneouS a 1reentenl b_\ Customer to transfer to Bmik One such Securities on the succeeding business dac, ;r_ainst the ttansrer to Custottter of funds b,. Bank Onc, Bank One agrees to provide Customer \\jilt Securities \\ith a Market Value sufficient to cover the Principal .-\mount with resoect to anc Purchase. Patch such tt:usaction shall be reFer!rJ to Itcrein as a " Purchase" and shall be governed by these Sen ice Terms unless others isc rsreed in writin¢. ICI fniLittion'Cnntirllratiori 'To mirmi-ion. On each business day in \\hjch there exists an Inyesttt,ent Balancc. Bank One gill eiltCr nt,, a Purchase for Customer in the amount of the Investment Balance. Upon aet'ecmg to enter into a Purchase hCcunder. Ball, One shall promptly deliver to Customer a written confirmation of each Purchase (a "Contirntatind 1. l'he Gmlwilation shall describe the Securities (specirNing the C1,1SIP or a mortgage -backed security pool number. if any. the issuer. Mattu'ily Date, coupon rate, par amount. market price and Market Value), identiR Customer and Bank One. and set )rth I it the l-rade Date, ( ii) the Principal Amount. I iii) the :Mattrity Datc (iv) the Repo Rate (v) Net Due at Matsu iq and IN i) ;tm additi\mal taints or Co1!djLjUns ei the P[arClttse not jnconSIStent with these Service Terms. The Coil firmation, together u jilt these Service Terns, shall Constitute Conclusi\C ceidence of the terms agreed between Customer and Bank One kith respect to the Purchase to which [he Conlirntation relateS. unless, with respect to the Continuation, specific objection is made promptly after eceipt Ihercur. In the c\cnt ofam conllict between the terms of such Conri-m:uion and tLesC Service ferns. IhCse Service reruns shall prrvail. On the Maturity Data, termination of the Purch;uc \till be ctfected b% t'anslcr to Bank One of the Purchased ,ecttrincs against the Iansrcr of the Net Due at :MaturM to the ;\ceount. When the kst duy uF a gian month f.[Ils on a Friday. Sauud:ry or Sunday, then the Interest at .Maturity carted front Purchases entered into on that Friday will be paid on the next business clay li)r the Interest at Maturity earned during the days) preceding month end and on the followim business day fix the period succeeding month end. The Repo Rate paid to Customer by Bank One on Purchases is not intendCd to be the same as the interest rate or stated rate of the Purchased Securities; therefore, the Net Due at Maturity is independent orally fhlCtuation in the market pric or the PnrCltaSed SCCuritics. Earnings on Repos shall be credited to the \ccount on a claily basis. LIt LsLimatczuLL vl [mui_Bafauics. In connection \vilh Repos, Bank One hC-eby discloses that it Craters into Purchases prior to the end of eacb 1)tl5lneSS da hascd on its estimate of the amount oh the funds that will be available for in�cstntcnt by Repos customers at the end of the business day. Although Bank One \\ill use its best efforts to accurately cstintalC the Principal :\mount fur the Purchase that will be entered into on behalf of C[ISIOIt1CI- on each business dav, t:us[on,er ackno\vlcdgcs and agrees that. on ;utv business day. ali or a portion of its htccsunent Balance tnaV be uniMcstcd jF the Markel value otSecuritics held by Bank One is less Ilmll the Investment Balances ofall customers whose funds are to be in\estcd in Repos. In such an event. I-ustonnr shall be entitled to an enrnins Credit established bt Basil, One IrVmt time to time, to be applied against the hccs Ch:u�_cd b\ Banl<Ona [:XCCpt for lbe caruinus Credit described in this SCC6011. CuStontcr Reiss that it shall ha\c no claim against. Bank One based on, or relating to. Purchases entered into with u(hcr Customers, Nether )r not Bank Onc has made fc\vcr Or more investments for any other customer. or whether or not :mv investment for another customer could have resulled in additional investments made 1-br Customer under these Service Terms. Customers that have selected the Repos alternative rather then the Offshore Deposit alternative ("Repurchase Agreement Customers") .hall be cntided to priority in allocating Investment Balances to Repos. Notwithstanding anything to the contrary in these Service Terms, nil interest shall be paid on an uninvested Invesuncnt Balance that is held in the specified ACCDIIm at Banl< One, l-he Customer shall notily Basil, One if on anv ,,I:'inCtis 1.1% the linestntent Balance will increase or deerC(15e con!parctl to the Investment Balance on the bnsincss Ilanlc(Me I)t!cS\\eep,,-InvcsnuclltService IemitIII -o'I joh7 BANK = ONE. day and, in either tau, the roWli tg change "ill cxucd S2.11110.0 H). All customers that report large Iluktualion; 011 rccckc prioritc in im Cst IQ?ns1 therefore. b. rcporting large IhtCUationS. Cu 4oma' kill r^duce the poSSibilnt that it; In\esUncnt Il dance «ill not be hill inNe!aC 1. IrCusttrincr Brits to give such notice. to Bank One b) 11:30 a.m. Eastcrn time. Bank Onc. Is sole. discrction and v ithout liahilit) to the Customer. 111011 not onto'* into Purchases for Cuswme'. (C) C•Curit\ Inn•ssl. Although the parties intend that all Purchases hereunder be sales and purchases and nut loans, in the C\ eat :111% such Purchases arc deemed to be loans. Bank One shall he deemed to have pledged to Customer. as security for the performance by Bank One of its obligations under each such Purchase. and shall be deemed to have granted to Customer a SCCurit% interest in. all of the Purchased Securities \\ ith respect to all Purchases hereunder and all proceeds thereof. ( t) Parr How and rinncf„r. Unless othen,ise Inutualk ❑greed, all u'ansters of rinds hernmder shall be in immediatelc ❑\ ailable t(II)LIS. All Purchased Securities transferred b} one party hcroto to the oTer shall be through book Cott. transfer be Bank (As or okcr identification On Bank Onc's records that the Purchased Security belongs to either Customer Or Bank One. t g) To the extent reyuircd b) applieahlc lac\, all Purchased Securities in the possession of Rani: One Shill be AC'rL!--1atCd 6-0111 other securities ill its possession and shall be idantil icd as Subjccl to these Scrcicc Terms. Segregation mac he accomplished h� :uppropriatc identification on the books and records of the holder. incudims a linnncial internlediary or a clearing corporation. Rey l:C Dlielusul'L' BANK ONE IS NOT PERMITTED TO SUBSTITUTE OTHER SI (:URITIES FOR THOSE. SUBJECT TO THESE' SERVICIi TI RyIS AND TI IEREFORE :MUST KEEP CUSTOMER'S SECURITIES SEGREGATED AT ALL 171MES, UNLESS IN '1-I IESE SERVICE TERMS. CUS'I'OIVIER GRANTS BANK ONE THE. RIGHT TO SI BSTffI; l-E OTHER SECURITIES. IF CUSTOMER GR;\NTS TTTHE RIGHT TO W131TITUTE. THIS MEANS -rHAT CUSTOMER'S ;CURfI'ILS W11-1. LIKELY BI- CO:MMINGLF..D \VITH BANK ONF-S O\VN' SECURITIES DURING I -I IE TRADING ,),\1. Clis'rO%IER IS ADVISED'riiAr. DURING ANY TRADING DAY THE CUSTOMER'S SECURITIES ARE t-'O\I%IINGLED %Ill-t-I BANK ONE'S SECURITIES, THEY MAY BE SUBJECT TO LIENS GRANTED BY BANK uNE TO THIRD PARTIES AND MAY BE USED BY BANK ONE FOR DELIVERIES ON OTHER SECURITIES TRANSACITONS. VVFIENEVER THE SECURITIES .ARE COMMINGLED, BANK ONE'S ABILITY TO RESEGREGATIE SUBSTIIUT'E SECURrnES FOR CUSTOiMER VALL. BE SUBJECT TO BANK ONE'S ;\BILITY TO SATISFY ANY LIEN Oh TO OBTAIN SUBT171TUTE SECURITIES. 111 Lsc. tlmpluycc-11atu\tLscs. Irasict:; o1 any cnlplu)cc )Cnolit plan suhject to ml) provision o1 the Flllplocec Rethanacnt Income. Sccurkh .\et of 1974 1" ERISA') are intended tO be used ba Costumer in a P(II'ChlsC. Ctstorncr shall also nolirl Bank One prior to the Purchase. Cusanucr hereby represents and warrants to Bank One that no Purchase Constitutes a prohibited tr,msaCtion unclCr FRISA or is olllcrwisc exempt therefrom, and Bank One may proceed in reliance thereon but hall nut be I-CLIMIed lu proCced. ti) htent. I'hc parties rccognizc that each Pur"chasc is a "rCpHr'--hase .creonr,:nt" as that form is defined in Section IWO 1?) of Title I l ordlu Undo([ Stalc , COdC. as ❑nter,ded Iexccpr im;ofir as the t'.nc ol'SC:aritics srtbjcct to ;uch Purchase )r the ternhs of such Purchase. %\mild render such dClill&00 %pplicabic), and a ".acuntics contract` as that torn; is delinad in Section 7.11(7) of ride. I I ordw tinitCd States Code, LIS;unandc(l. It ie understood that either party's right to liquickne secIAHOUS dCHVWQd to it in connuCtion with Purchhases hereunder or to exercise amO(hcr remedies pursuant to these Service Terms or the ScrVico A grecmcnt, is a Contractual right to liquidate such Purchase as described in Section 555 and 559 Oratic I I orlhc United States Code., as aniCnded. t j) Disclosure The parties acknowledge that any Purchases under thi; \gretuhcnl arc obligations of Bank One collateralized by Securilics. The P;trtie; ;also aekuuwlcd c that thee. darc been mk i,cd rin:n Bond: hold he Bald, OIIC pursuant In a PLII-Chase hercundcr :re not a deposit nor arc .1wV insured or eu;rantecd 14nnl,I)Ile 11nCS\\up..,IIIVC;IIIIenISoIVICC Icttn;Ill-tl_i6 nf7 BANK v ONE. L the Federal Deposit Insurance CorpornIion ( FDIC), the I_'nitcd SlaleS Go%emntcnt, or anv ;cell t% of the l:nited States t h,%ern well I. . �Luthh Sh,tcmeau. Bank One %%ill furnish account statements either indi� idualh or together with other Customer ;tutentettts to Customer on a Periodic, but no less frequent than montIiI%. has is %, hich ;hall set forth all PLII'ClWSQS onter.d into Turin_ the statement period. Customer shall receive confirmation of Purchases purxlant to Section I I(C). It.mk()1(c 1neService Iulnr;(II-II'i "tl'' SAAfKCOIVE. Bank one One Sweep.Anvestment Authorization Customer Name ('-CnSlOntcr"): Mailing Address: Contact Name: Contact Plione No.: Taxpa%er ID No.: \caxmt No. ("'account -): State where :account is located: One Sweep -Inv wtnrent altervintiNe& Customer hereby specifics the lollotcin_ One S�%cep-Iilk estmentalternative for rite account: I�- i,*lo.. ier V;.iwCI si@nl[turc: Printed Name: fide: _ Dane: ❑ Repurchase Agreements ❑ Offshore U.S. Dollar Time Deposits (il'S I00,0oo minimum trade not met- investment will de Fault into the Repos Alternative) ❑ Offshore U.S. Dollar Time Deposits (il'$100,000 minimum trade not met, Investment Balance will remain in applicable Account with earnings credits) Fed Funds ( ror correspondent banks onh ) ❑ Fed FLIMIS lnveSLed ❑ Fed Fund Borrowed ❑ Fed Funds Invested and Borrowed Mutual FL1nlIS: ❑ One Group Prime Vluncy Market Fund - Class A Shares ❑ One Group U.S. Treasury Securities Money Market Fund - Class A Shares ❑ One Group Municipal Money Market Fund - Class A Shares ❑ One Group U.S. Government Securities Money Market Pond - Class A Shares Institutional Funds (S I million averae monthly investment balance required): ❑ Onc Group Treasury Only Money Market Fund - Class S ❑ One (;coup Government Money Market Fund - Class S ❑ One Group Institutional Priinc lvluney Market Fund - Class S S ignat 11 re: Printed Name: Title: Date: ISmlk One One Sweep-Invcsuncnt Service Terms Authorization ( 1 1-02) 1 of I \O \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 �I 0 0 0 0 0 0 '00)O '00)O O O O O O O O O O O O O O O O O O O O O O p 0 0 0 0 O O N N N O O O O O O O O O O O O O N O 0 0 CD 0 0 0 0 0 0 0 0 0 O (O (0 Co O O O O O O O O O O O O O Co O O O O O O O O O O O O O N O Z O a1 W 00 00 00 00 00 00 OD M OD O OD M 0) OD 00 00 M co 00 O 00 00 M M O 00 W i CD CD CD O O CD O O O O O O O O O O O O CD O CD O O O O O O O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0-010\\80,8-0\\\80181010, o HI O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O r U04 CN 0 CV n LO LO LO LO � O O O O O O O LOLOLLO O LO O O LO LO LO O LO O LOO LO LO O0) Oo 00 co 00 co 00 ODO O 00 co O 0) 00 00 00 00 OD W OM 00 O 00 O OD 0000 W 00 6 060 0 0 00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O 0000000000000000000e��ee�\\\\\ 0 dl 0 0 0 0 0 0 0 o o o 0 O LO 0 0 LO LO LO 0 0 Ln 0 CD 0 0 0 0 0 0 O l0 0 0 0 0 0 t() l() In LO In It W LON O O� r r O O r O O O O O O O O h I- r O O O O N N N N r O N r-.r LO O 00 00 00 O LO 00 LO LO LO O r- LO LO LOOD OD OD LO LO LO LOr T T T M (0 d1 O 00 00 r- r rl 00 00 r 00 00 00 00 0) O O O rr�- r w w O w m O m W O W O O O O O O O O O O O O O O O O O O O O O O O O O O O O O r O 0000000000000000000000000000000 0 OI O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O N 0 0 LO M M M 0 0 M M M, M M M M N On 4 cN- W M L0 l� M LOO LO 0� ti r 00) 0) OD 00 F, OD 1- I,- r- 00 0000 OD O O O 0) 001,- ti r� ti � 00 co 00 00 0) 0) 0) OD 0 0 0 0 0 0 0 0 0 0 0 0 0 o T T r o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0000000000000000000000000000000 0 JIO O O O O O O O O O O r) O OT O O O O O O O O O O O O O O O O O O N N N N N N O O O 1� r Ih O 0 0 O r� r n r O O O O O O N N N N T O LO LO W W M IO r�r T T T ti O O M O W M LO LO LO LO LO LO r r T r (O 0) 0) 0) 0) O) 0) 0) M OD OD 1- r r OD 0) 00 00 r� r r n 00 0o 00 0o 00 O O) O O M co . . 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 -0-0 -0-0 Z 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O r o NO�� F, r r r r r- r- 1` t` 1` h 0 r� r r LO LO LO r LO N LO LO LO O O N _ O M CO M M M (+) Cl) Cl) Cl) Cl) Cl) M CO O CO M CO r�r� M 1` r 1` r� t` r O N N O r 0 0 0 0 0 0 0 0 0 0 0 0 0 T 0 0 0 0) 0) 0) O 0) 0) 0) W 0) 0) T O r r r r r T r r r r r r r r T T T T r 0 0 0 r O 0 0 0 0 0 T r 0 \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O O O O O O O O 0 O R C W } O L L e e e e c e c O e c O o 0 0 o L Ln l0 O O O O O O O O O O O LO LO O O O O O O O O ll7 LO O t0 O O l0 l() L 0) W a N N N N O 0 o o 0 0 0 0 0 r� N r r nr� h r r h r, n h r O O N N P- oo r r r r r r r r r r r r r O T 0 0 0 0 0 0 0 0 0 0 0 0 r r r r 0 N V T T r T T T T T T T T r r r r r r r T T T T T T T T T r r r r T F Z O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O d al 0 0 0 0 0 00 0 0 0 0 CD 0 O 00 0 0 0 0 0 0 0 0 0 00 LO O O CDW .� (0 N O O O O O O O O O O O O N O O O O O O O O O O O O O N N O 0 0 0 0 0 O o 0 0 0 0 0 0 0 0 0 0 0 CD 0 0 O O 0 0 CD O O (0 o G N O W W N r r T T T r r T T T T T T T r r r r r r r T r T T T T T r r r . T 00000000000000000000000000IOR O Q O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O V) WN QI N N N N N O O O O O O O O N N N N O O O r I,- ti O O O O N N N r O r O O O O O O O O O O O O O O (0 (0 W O O O MMM 0 0 0 0 O O (0 M OD (n T T T T T T T O O O O O O T r r r O 0 0 0 0 0 0 0 0 0 T r r N C) = y r r r r r r r r r r r r r r r T r r r r r r r r r r r r T r T r U o< O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O N O O O O p p O O O O O O O O 0 0 0 LO 0 0 0 O O O O O O O aD ui r r O CD M M O N N N O 00 h O O O O O O O O T (L Lml CoN (o (o0 0 0 (M M M M Ce)0 0 0 0 O O O M M O N O O M M M O M M O O O W li T T T T T T O O T r r r r r T N T T O 0 0 T O O r r O O W U. O1 M ZI o O o 0 0 0 o O o 0 o O o O o 0 0 0 o O o 0 0 0 o O o 0 0 0 0 O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O V C O) Q N N O O O O O O O O O O O O N O O O O O O O O O O O O N (0 N L;o O p 0 0 0 0 0 0 0 0 0 0 0 f0 0 0 0 0 0 0 0 0 M M M 0 0 0 0 O M M M O. T T T r T T r T T T T T T T r r r r T r r r r 0 0 0 r r r r r O \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \O \ \ \ \ \ 0 .-0 0 0 -.-0 0 0 0 0 -0-0 0 0 0 0 0 0 0 0 0 C C C 0 0 0 0 0 0 0 0 0 0 VI O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O n w ,, M O M LO LO LO O LO O LO LO O M O O O O O O LO LO M LO M LO LO LO , M V C M M M M M m M M M m M M M M M M M Cl) Cl) co Cl) (o Cl) co Cl) Cl) M IT co Cl) 00 O 00 O O O O O O p 0 0 0 0 o 0 0 6 6 66 6 66 66 6 0 0 O r N M -0 N 10 h O O) O r N M O LO LD h O O) O r N M O LO LO A O M O r m r r r r r r r r r r N N N N N N N N N N M M to A N N r o 0 0 0 0 0 o 0 o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 C 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 () O O r 00 W m 0 m O Q1 O) O I� Cl)M 0 0 0 O O W D7 O) O O O r 0 O O M M M M M N N N M N N N N M M M M M M M M M M N N N N N N M M M 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O 0 0 0 0 0 0 o a o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 d o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o a o 0 0 0 0 0 0 0 0 0 0 LU O O O M M M M W CO O) (A 0 (3) CO C) (O 0 0 O O W O M V' V It O m y N N Cl Cl N N N N N N N N N N M N N N N N N N Cl N M M M M M M N 0 0 CD 0 0 CD 0 0 0 0 0 0 0(D 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O 0 0 0 0 o 0 0 0 0 0 0 0 0 C 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 M M M (N') Go N N N N N N m m m M 7 V V M N N CO Cl) N N N m M M M M M Cl)O a 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o 0 0 CD (D 0 0 N. 0 o 0 0 0 0 0 0 O o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 J o 0 C 0 0( 0 0 0( 0 o a o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 CA O O O) O) (A 0 CD 00M. O. t` r O W M m M M 0 N M V' O I? O M M N N N N M M N N N N N M M m m m m m M M m M M M m M m M M M CD 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Z d• V' r O O (D O O O O) 00 I, rl- r N O O 00 IT IT IT O m O O O O O m (D O O O V' O O O O O O q. V' v v V' O 7 V' 'V V' 'T I cr M N co M M m M V' 0 0 6 0 0 0 0 0 0 0 0 6 0 6 0 6 6 0 6 0 6 0 0 0 0 6 6 6 0 0 O r o 0 0 0 0 0 0 o O o 0 0 0 0 0 o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O O CA O m r O O O N O O W O O O m m O W CO 00 a0 m %Itm d' O O V' V' V' O V' V O O O O O O O O O O O O V 7 O V' V' 7 V' O O O O O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 CD (D 6 CD 0 6 0 0 O CO Cl) C L. (n CL o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O O O O O O O O O C 0 0 0 0 0 0 0 0 0 0 0 OO 0 0 0 0 0 0 LL O J 0 C C C rn ( LO(o nU)LOLr)U)tOD(°n(ND v v v ND (LO lrn(n LOLOO too LO LO Un U0 loD(LO(rn Ln U') ILO � rn o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Y .0 Co ScL y 0 o a o o a � l o o � a o o o � 0 0 0 e o * mo o O O O O O O O O O O O O @ Cl)O CO M CO V' O m m M V' M V' O O O O r M O O O Cl) O O O O O I� (D to O O V' � � (D (D O O O O O O O O O O O O O O O O O O O O O O O O O C Q 6 06 0 0 00 6 0 06 0 0 06 6 06 6 0 0 0 06 6 06 06 0 06 0 f4 � U o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 a o 0 0 0 0 0 0 0 0 0 0 o C O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 m C W O O rn (D (D ,,(D (D ID ID (O (n IO (O (O In V• V"V (O (O m (m (O U � m Z mOOOin(nO��OOO(nOO(nu�OOu�Ouo)nu�uoOuoO Z O () � 0 6 6 6 0 0 6 6 6 6 6 0 0 6 0 0 6 0 0 0 6 0 0 0 6 6 0 0 0 X H W 1 Z 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o 0 0 0 0 o a o 0 0 0 0 0 0 0( 0 0 0 0 0 C 0 0 0 0 0 0 0 0 0 0 C) O W r 0 n (` O O N (A V' V' V' m O O O r r r O O O r IO O r W O O O O O O O O O O O O O O O In O O O O O O O O O O O O O � N' V' O O O O a..i 6 0 o 0 o CD(D 0 0 0 6 0(D(D 6 o 0 o o o 6 0(D 0 0 0 0 6 0 o 0 O • V \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ 0 o 0 o a 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o a 0 0 0 0 0 (jj W C C C CO N W ti 0(D O O O O r 0 0 0 V' O r O O O O r M M O r r r O C C C O 0 C O O O O O O O O CO. M. O O O O O M. O Co. O Co. O co O O Co. O O O O O IT O ,K O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O ' o 0 0 0 0 0 0 0 0 0 o O O o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 C 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o z O O O M Z OOW I,(O (OD g M r O O I, (00 O O O ((0 0 0 0 ((D COO CD (D O I- r r r r 0 CD CD 0 0 0 0 0 0 0 0 0 0 r 6 0 0 6 0 6 6 0 6 6 6 0 O EARNINGS CREDIT RATE Calculation: Earnings Credit Allowance is the dollar credit on the average positive available balances maintained. If there are negative balances at any time during the month, the applicable bank rate will be assesed as a Negative Collected Balance fee in the itemized services section of your Account Analysis Report. Rate Basis: Bank One, NA will pay for the current month Earnings Credit Rate the previous four week 91-day Treasury Bill weekly average. This weekly rate can be found in the "Wall Street Journal" in the Money & Investing section under Money Rates or on the Internet under http://Nvww.publicdebt.treas.gov/of/ofaicqry.htm. Historical Rates for the past year: 10/02 1.600% 11/02 1.600% 12/02 1.250% O1/03 1.150% 02/03 1.150% 03/03 1.120% 04/03 1.100% 05/03 1.050% 06/03 .900% 07/03 .900% 08/03 .950% 09/03 .900% 10/03 .900% 11/04 .900% BANK= ONE: Interest Interest Rate APY Rate APY ik One Basic Business Checking with Interests" Bank One BusinessM High Balance Savinass"t ik One Commercial Checkina with Interests~ $0 - $499,999 1.00% 1.00% - $9,999 0.20% 0.20% $500,000 - $999,999 1.00% 1.00% ),000 - $24,999 0.20% 0.20% $1,000,000 - $2,999,999 1.00% 1.00% 5,000 + 0.20% 0.20% $3,000,000 + 1.00% 1.00% Bank One BusinessM Money Market Sayinassm ' ' • ' • ' Rate $0 - $9,999 0.40% 0.40% ik One Businessdb CheckinosM $10,000 - $24,999 0.40% 0.40% Balances 0.30% $25,000 - $49,999 0.50% 0.50% $50,000 + 0.55% 0.55% 1k One Commercial Checkinosm & 1k One Commercial Checkina with Interest ge Corporate 0.30% dle Market 0.30% Funds Certificates Minimum Deposit of DepositPublic of Initial $1,000 Minimum Initial Deposit of $100,000 Interest Interest Term Rate APY Rate APY 14 - 31 Days* 0.50% 0.50% 0.65% 0.66% 32 - 89 Days* 0.50% 0.50% 0.65% 0.66% 90 - 179 Days* 0.55% 0.55% 0.70% 0.71% 180 - 364 Days* 0.60% 0.60% 0.80% 0.81% 12 - 17 Months 0.90% 0.90% 1.09% 1.11% 18 - 23 Months 1.34% 1.35% 1.54% 1.56% 24 - 35 Months 1.73% 1.75% 1.98% 2.01% 36 - 59 Months 2.37% 2.40% 2.62% 2.66% 60 - 83 Months 3.30% 3.35% 3.54% 3.59% 84 - 120 Months 3.83% 3.90% 4.07% 4.13% The "Unimum L:tw Deposit' leveb apply to the followinganeomu: Bosinea MoneyM ismug,-SZOW,,Bunneas HoiBalance Saving-110,000;Basic Business Cherkvgmith Intemat and Commend Cbac6'ngmith Llmmn f10D. Businn• Chrl ag ud Saving Acewnt ntea as wmb:e anduteretcompwtded ononthly. Accamt Fen wild tedace eevup2. A ., eate, atd balance tiers. applicable u of the effecfiw date of thb rate sheet and may change at Bank Ooe's ducreuon A copy of Bala One's Account AWn atd Begdhons is av le upon regant BvMm fedeWregulative,Daly ode pmpuetonhips, p.fit orgarunfive nd gowmment amid. am U.d to a. mama, on husinns ducking(ands. Commervd Chcckug and Cmm Cheditg with Inter, Bavugs ConditBates apply to aedvity f« the pawiuu caleadu month. CD'e withananti. minimum deposit ofS1,000 am compoun&ddaily and ofhe crchwg@egoeneiaof.onthly, quanedy,semi-uvually, .m.ully, aM foe teoos log dun oa eqt to one yell, at mamuty. m's mith an ideal.kair. deposit of II WWO arse ehtad l(rteees, atnrmtoity for twos le,, thin one yell and uvudly fog terms one yote or grea,o, orb mwoest is compnrd men. alto] day bug. CD rates are fixed The Amnul Pncmmge Yeld (APY) is based upon the mod.. term of dapmi, foe neh rmmuty mrge. Penalty foe early withdrawal. -Temple, W., Bel6nead, Mdl..4 Cbnaq Amarillo, Widda Falla, Abilene, Pon Aadur, Com . , a F O R INSTITUTIONAL CLI ENTS One Group. Institutional Prime Money Market Fund One Groupe Treasury Only Money Market Fund One 17roupo Government MMoney Market Fund THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE SHARES OF ANY OF THE FUNDS AS AN INVESTMENT OR DETERMINED WHETHER THIS PROSPECTUS 15 ACCURATE OR COMPLETE. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A CRIME. a so Table of C 0 N T E N T 5 Fund Summaries: Investments, Risk & Performance One Group Institutional Prime Money Market Fund 1 One Group Treasury Only Money Market Fund 4 One Group Government Money Market Fund 7 More About The Funds Principal Investment Strategies 10 Investment Risks 12 Portfolio Quality and Maturity 13 How to Do Business with One Group Mutual Funds Purchasing Fund Shares 14 Exchanging Fund Shares 17 Redeeming Fund Shares 13 Privacy Policy �20_ Shareholder Information Voting Rights 22 Dividend Policies 22 Tax Treatment of Shareholders 22 Shareholder Statements and Reports 23 Management of One Group Mutual Funds The Advisor 24 Advisory Fees 24 Financial Highlights #27 Appendix A: Investment Practices 1 ONE GROUP* Institutional Prime Money Market Fund FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE What is the goal of the Fund? The Fund seeks current income with liquidity and stability of principal. What are the Fund's main investment strategies? The Fund invests exclusively in high -quality, short-term money market instruments. These instruments include corporate notes, commercial paper, funding agreements, certificates of deposit and bank obligations. The Fund will comply with Securities and Exchange Commission ("SEC") rules applicable to all money market funds, including Rule 2a-7 under the Investment Company Act of 1940. The Fund will concentrate its investments in the financial services industry, including asset -backed commercial paper programs. For more information about the Institutional Prime Money Market Fund's investment strategies, please read "Vlore About The Funds" and "Principal Investment Strategies." What are the main risks of investing in the Fund? The main risks of investing in the Fund and the circumstances likely to adversely affect your investment are described below. Before you invest, please read "More About the Funds' and "Investment Risks." MAIN RISKS Credit Risk. Because the Fund only invests in high -quality obligations and limits its average maturity to go days or less, credit risk is minimized. Nonetheless, if an issuer fails to pay interest or principal, the value of your investment in the Fund could decline. Because the Fund invests in securities that are backed by "credit enhancements" such as letters of credit, the value of your investment in the Fund also could decrease if the value of the securities in the portfolio decreases in response to the declining credit quality of a credit enhancement provider. Concentration. The Fund will invest a significant portion of its assets in the securities of companies in the financial services industry. Because of the Fund's greater exposure to that industry, economic, political and regulatory developments affecting the financial services industry will have a disproportionate impact on the Fund. These developments include changes in interest rates, earlier than expected repayments by borrowers, an inability to achieve the same yield on the reinvestment of prepaid obligations and federal and state laws which may restrict the remedies that a lender has when a borrower defaults on a loan. Interest Rate Risk. The yield paid by the Fund will increase or decrease with changes in short-term interest rates. Net Asset Value. There is no assurance that the Fund will meet its investment objectbre of maintaining a net asset value of $r.00 per share on a continuous basis-. Not FDIC Insured. An investment in the Fund is not a deposit of Bank One Corporation or any of its affiliates and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $i.00 per share, it is possible to lose money by investing in the Fund. f, FUND SUMMARY Institutional Prime Money Market Fund How has the Fund performed? By showing the variability of the Fund's performance from year to year, the chart and table below help show the risk of investing in the Fund. Please remember that the past performance of the Fund is not necessarily an indication of how the Fund will perform in the future. Bar Chart (per calend arye ar), —Administrative Class Shares The Bar Chartshows changes in the Fund's performance from year to year. Total returns assume reinvestment of dividends and distributions. so 6.30% LUUU 2001 For the period from January i, 200'. through September 30, 2002, the Fund's total return wus 1.36%. Historical performance shown for Administrative Class prior to its inception is based on the performance of Class 1, the original class offered. Prior class performance has been adjusted to reflect the differences in expenses between classes. BestOuarter: 1.61% 3Q2000 Worstouarter: .60% 4Q2001 FUND SUMMARY Institutional Prime Money I Market Fund The Average Annual Total Return Table shows the Fund's average annual returns for the periods indicated. Average annual total returns for more than one year tend to smooth out variations in the Fund's total returns and are not the same as actual year - by -year results. Average Annual Total Returns through December 31, 2001' INCEPTION PERFORMANCE DATE OF Cuss 1 YEAR SINCE 4119/99 Administrative Class 11/1/01 4.08 % 5 23% Historical performance shown forAdministrative Class prior to its inception is based on the performance of Class t the original class offered. prior class performance has been adjusted to reflect the dfferences in expenses between classes. To obtain current yield information, call tall -free 1-877-6gi-7118 or visit www.onegroup.com. Fees and Expenses This table describes the fees and expenses that you may pay fyou buy and hold shares of the Fund. ANNUAL FUND OPERATING EXPENSES (expenses that are deductedfrom Fundassets) ADMIN15TRATIVE CLASS Investment Advisory Fees .10% Other Expenses, .17% Total Annual Fund Operating Expenses 27% Administrative Class shareholders pay shureholder servicing fee of up to.io%of the average daily net assets of such shares. The services provided muy include providing reports and other information related to the maintenance of'shareholder accounts. Examples The examples are intended 1YEAR 3YEARS 5YEARS 10YEARS to help you compare the $28 $37 5152 $343 cost of investing in the Fund with the cost of investing in other mutual funds. The examples assume that you invest $io,coo in the Fund for the time periods indicated and reflect what you would pay if you either redeemed all of your shares or continued to hold them at the end of the periods shown. The examples also assume that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Your actual costs may be higher or lower than those shown. There is no sales charge (load) on reinvested dividends. 13 ONE GROUP• Treasury Only Money Market Fund FUND SUMMARY: INSTRUMENTS, RISK & PERFORMANCE What is the goal of the Fund? The Fund seeks high current income with liquidity and stability of principal with the added assurance of a Fund that does not purchase securities that are subject to repurchase agreements. What are the Fund's main investment strategies? The Fund invests exclusively in short-term U.S. Treasury bills. notes and bonds. The Fund will comply with SEC rules applicable to all money market funds, including Rule 2a-7 under the Investment Company Act of 1940. For more information about the Treasury Only Money Market Fund's investment strategies, please read "More About the Funds" and "Principal Investment Strategies." What are the main risks of investing in the Fund? The main risks of investing in the Fund and the circumstances likely to adversely affect your investment are described below. Before you invest, please read "More About the Funds" and "Investment Risks." MAIN RISKS Interest Rate Risk. The yield paid by the Fund will increase or decrease with changes in short-term interest rates. Net Asset Value. There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of S1.00 per share on a continuous basis. Not FD(Clnsured. An investment in the Fund is not a deposit of Bank One Corporation or any of its affiliates and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. FUND SUMMARY Treasury Only Money I Market Fund How has the Fund performed? By showing the variability of the Fund's performance from year to year, the chart and table below help show the risk of investing in the Fund. Please remember that the past performance of the Fund is not necessarily an indication of how the Fund will perform in the future. Bar Chart (per calendar year), —Administrative Class Shares The Bar Chart shows changes in the Fund's performance from year to year. Total returns assume reinvestment of dividends and distributions. 8% 6 S.41% 5.74% 494% 5021 482/ .40% � 373% 371-••/ 4d�ek" 4 0 1994 1995 1996 1997 1998 1999 2000 2001 For the periodfrom January 1, zoo_, through September 30, zoo2, the Fund's total return was I.1696. historical performance shown for Administrative Class prior to its inception is based on the performance of Class 1, the original class offered. Prior class performance has been adjusted to reflect the differences in expenses between classes. Best Quarter: 1.49% 402000 WorstOuarter: .54% 402001 The Average Annual Total Return Table shows the Fund's average annual returns for the periods indicated. Average annual total returns for more than one year tend to smooth out variations in the Fund's total returns and are not the same as actual year - by -year results. Average Annual Total Returns through December 31, 2001' INC "ION FSRFORMANCR OATR OF CLASS 1YRAR 5YIAR5 SINCC 4/16/93 Administrative Class ll/l/01 3.73% 4.86% 4.71% Historical performance shown far Administrative Class prior to its inception is based on the performance of Class 1, the original class offered. Prior class performance has been adjusted to reflect the dfferences in expenses between classes. To obtain current yield information, call toll -free 1-877-691-1118 or visit www.onegroup.com. 5 FUND SUMMARY Fees and Expenses Treasury Only Money Market Fund This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. ANNUAL FUND OPERATING EXPENSES le.Ypenses that are deductedfrom Fund assets) ADMINISTRATIVE CLASS Investment Advisory Fees .08% Other Expensev .16% Total Annual Fund Operating Expenses .240' Administrative Class shareholders pay a shareholder servicing fee of vo to. is 0 of the average daily net assets of such shares. The services provided may include providing reports and other information related to the maintenance of shareholder accounts. Examples The examples are intended IYEAR 3YEARS SYEARS I0YEARS to help you compare the $25 $T7 $135 $306 cost of investing in the Fund with the cost of investing in other mutual funds. The examples assume that you invest $lo,000 in the Fund for the time periods indicated and reflect what you would pay if you either redeemed all of your shares or continued to hold them at the end of the periods shown. The examples also assume that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Your actual costs may be higher or lower than those shown. There is no sales charge (load) on reinvested dividends. T6 I ONE GROUP e l Government Money Market Fund FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE What is the goal of the Fund? The Fund seeks high current income with liquidity and stability of principal. What are the Fund's main investment strategies? The Fund invests exclusively in high -quality, short-term securities that are issued or guaranteed by the U.S. government or by U.S. government agencies and instrumentalities. Some of the securities purchased by the Fund may be subject to repurchase agreements. The Fund will comply with SEC rules applicable to all money market funds, including Rule 2a-7 under the Investment Company Act of 1940. For more information about the Fund's investment strategies, please read "More About the Funds" and "Principal Investment Strategies." What are the main risks of investing in the Fund? The main risks of investing in the Fund and the circumstances likely to adversely affect your investment are described below. Before you invest, please read "More About the Funds" and "Investment Risks." MAIN RISKS Interest Rate Risk. The yield paid by the Fund will increase or decrease with changes in short-term interest rates. Net Asset Value. There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $r.00 per share on a continuous basis. Not FDICInsured. An investment in the Fund is not a deposit of Bank One Corporation or any of its affiliates and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $r.00 per share, it is possible to lose money by investing in the Fund. 7 F U N D S U M M A R Y Government Money Market Fund How has the Fund performed? By showing the variability of the Fund's performance from year to year, the chart and table below help shove the risk of investing in the Fund. Please remember that the past performance of the Fund is not necessarily an indication of how the Fund will perform in the future. Bar Chart (per calendar year), —Administrative Class Shares The Bar Chart shows changes in the Fund's performance from year to year. Total returns assume reinvestment of dividends and distributions. 8",6 6.13% 6 5 60% 5.16% 5 30% 5.21% 4.85% q 398% 3.98% }. + r � i 0 1994 1995 1996 1997 1998 1999 2000 2001 For the periodfrom Ianuary i, 2cod through September jo. 2ooz the Fund's total return was i.28 0. Historical performance shown far administrative Class prior to its inception is based on the performance of Class I, the original class offered. Prior class performance has been adjusted to reflect the d+fferences in expenses between classes. Best Quarter: 1,58% 302000 Worst Quarter: .57% 4C12001 The Average Annual Total Return Table shows the Fund's average annual returns for the periods indicated. Average annual total returns for more than one year tend to smooth out variations in the Fund's total returns and are not the same as actual year - by -year results. Average Annual Total Returns through December 31, 2001' INCEPTION PERFORMANCE DATE OF CUSS 1 YEAR 5 YEARS SINCE 6114193 Administrative Class 11/1/01 3.98% 5.21% 5.03% Historical performance shown for Administrative Class prior to its inception is based on the performance of Class 1, the original class offered. Prior class performance has been adjusted to reflect the differences in expenses between classes. To obtain current yield information, call toll -free 1.877-691-mlil or visit www.onegroup.com. FUND SUMMARY Fees and Expenses Government Money Market Fund This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. ANNUAL FUND OPERATING EXPENSES je.YPenses that are deductedfiom Fund assecsi ADMINISTRATIVE CLASS Investment Advisory Fees 08% Other Expenses, .16 % Total Annual Fund Operating Expenses .24% Administrative Class shareholders pay a shareholder servicing fee of up to.lo°b of the average daily net assets of such shares. The services provided may include providing reports and other information related to the maintenance of shareholder accounts. Examples The examples are intended t YEAR 3 YEARS 5 YEARS tD YEARS to help you compare the $25 $77 $135 $306 cost of investing in the Fund with the cost of investing in other mutual funds. The examples assume that you invest Sso,000 in the Fund for the time periods indicated and reflect what you would pay if you either redeemed all of your shares or continued to hold them at the end of the periods shown. The examples also assume that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Your actual costs may be higher or lower than those shown. There is no sales charge (load) on reinvested dividends. 9 ONE GROUP *I More About the Funds Each of the three funds described in this prospectus is a series of One Group Mutual Funds and is managed by Banc One Investment Advisors Corporation. For more information about One Group and Banc One Investment Advisors, please read "Management of One Group Mutual Funds" and the Statement of Additional Information. PRINCIPAL INVESTMENT STRATEGIES The three mutual funds described in this prospectus are designed to produce high current income consistent with liquidity and stability of principal. The principal investment strategies that are used to meet each Fund's investment objective are described in "Fund Summaries: Investments, Risk & Performance' in the front of this prospectus. They are also described below. There can be no assurance that the Funds will achieve their investment objectives. Please note that each Fund also may use strategies that are not described below, but which are described in the Statement of Additional Information. ONE GROUP INSTITUTIONAL PRIME MONEY MARKET FUND. The Fund invests only In U.S. dollar denominated securities. • The average maturity on a dollar -weighted basis of the securities held by the Fund will be 90 days or less. • Each security held by the Fund will mature in 397 days or less. • The Fund will acquire only those securities that present minimal credit risks. • The Fund invests exclusively in money market instruments. These include, but are not limited to: 1. corporate notes: x. commercial paper; 3. funding agreements; q. certificates of deposit; and 5. bank obligations. • Under normal conditions, the Fund will invest at least 2595 of its total assets in securities issued by companies in the financial services industr/, although the Fund may invest less than 25% of its total assets in that industry if warranted due to adverse economic conditions and if investing less than that amount appears to be in the best interests of shareholders. The financial services industry includes banks, broker -dealers, finance companies and other issuers of asset -backed securities. • The Fund may lend its securities. WHAT IS AVERAGE WEIGHTED MATURITY? Average weighted maturity is the average of all the current maturities (that Is, the term of the securities) of the Individual securities in a fund calculated so as to count most heavily those securities with the highest dollar value. Average weighted maturity is important to Investors as an Indication of a fund's sensitivity to changes in interest rates. The longer the average weighted maturity, the more fluctuation in yield you can expect. ONE GROUP TREASURY ONLY MONEY MARKET FUND. The Fund invests only in U.S. dollar denominated securities. • The Fund invests exclusively in short-term U.S. Treasury bills, notes and other U.S. obligations issued or guaranteed by the U.S. Treasury. If the Fund decides to change this strategy, shareholders will be given 6o days advance notice. • The average maturity on a dollar -weighted basis of the securities held by the Fund will be 90 days or less. • Each security held by the Fund will mature in 397 days or less. • The Fund will acquire only those securities that present minimal credit risks. • The Fund may lend its securities. ONE GROUP GOVERNMENT MONEY MARKET FUNo. The Fund invests only in U.S. dollar denominated securities. The Fund invests exclusively in short-term securities that are issued or guaranteed by the U.S. government or its agencies and instrumentalities, some of which may be subject to repurchase agreements. If the Fund decides to change this strategy, shareholders will be given 6o days advance notice. The average maturity on a dollar -weighted basis of the securities held by the Fund will be 90 days or less. Each security held by the Fund will mature in 397 days or less. The Fund will acquire only those securities that present minimal credit risks. In addition to fixed-rate government securities, the Fund also will invest in variable and floating rate government securities and other money market funds that have similar investment policies and objectives. These money market funds must only invest in securities with short-term ratings equivalent to or higher than those in which the Fund invests. The Fund may lend its securities INVESTMENT RISKS The main risks associated with investing in the Funds are described below and in "Fund Summaries: Investments, Risk & Performance" at the front of this prospectus Additional risks are described below. NET ASSET VALUE. There is no assurance that the Funds will meet their investment objectives or be able to maintain a net asset value of Sr.00 per share on a continuous basis. FIXED INCOME SECURITIES. Investments in fixed income securities (for example, bonds) will increase or decrease in value based on changes in interest rates. If rates increase, the value of a Fund's investments generally declines. On the other hand, if rates fall, the value of the investments generally increases. Although money market funds limit such fluctuations by limiting the maturities of their investments, the value of your investment in a Fund could increase or decrease as the value of a Fund's investments increases and decreases to an extent greater than anticipated by the investment advisor. PREPAYMENT AND CALL RISK. Mortgage -backed securities and asset -backed securities are subject to prepayment and call risks. The issuers of these securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of mortgage -backed and asset - backed securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts (i.e., premiums) paid for securities with higher interest rates, resulting in an unexpected capital loss. DERIVATIVES. The Funds (other than the Treasury Only Money Market Fund) may invest in securities that may be considered to be derivatives. These securities may be more volatile than other investments. Derivatives present, to varying degrees. market, credit, leverage, liquidity and management risks. WHAT IS A DERIVATIVE? Derivatives are securities or contracts (like futures and options) that derive their value from the performance of underlying assets or securities. ILLIQUID INVESTMENTS. Each Fund may invest up to lo% of its net assets in illiquid investments. A security is illiquid if it cannot be sold at approximately the value assessed by the Fund within seven (7) days. Banc One Investment Advisors will follow guidelines adopted by the Board of Trustees of One Group Mutual Funds in determining whether an investment is illiquid. For more information about risks associated with the types of investments that the Funds purchase, please read "Fund Summaries: Investments. Risk & Performance." Appendix A and the Statement of Additional Information. PORTFOLIO QUALITY AND MATURITY The quality and maturity of money market funds are subject to SEC rules. Ouality is generally restricted to the two highest short-term ratings or their equivalent. Maturity is limited both as to total portfolio average and as to each individual security. With respect to portfolio average, the rules limit the Fund's average weighted maturity to go days. With respect to each individual security, the remaining maturity is restricted to 397 days at acquisition. Moreover, the SEC rules limit exposure to a single issuer to 5% of a diversified money market fund's assets (although there is no limit on government securities.) Subsequent to its purchase by a Fund, a security may cease to be rated or its rating may be reduced below the minimum rating required for purchase by the Fund. The Fund's Board of Trustees will consider such an event in determining whether the Fund should continue to hold the security. 13 ONE GROUP How to Do Business with One Group Mutual Funds PURCHASING FUND SHARES Where can I buy shares? You may purchase Fund shares: From Shareholder Servicing Agents. These include investment advisors, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan sponsors or other intermediaries. Shares purchased this way will be held for you by the Shareholder Servicing Agent, and • Directly from One Group through One Group Dealer Services. Inc. (the "Distributor"). Who may purchase Administrative Class shares? Administrative class shares may be purchased by: Institutional investors, such as corporations, pension and profit sharing plans, and foundations; and any organization authorized to act in a fiduciary, advisory, custodial or agency capacity, including affiliates of Bank One Corporation. Administrative class shares are designed for investors requiring additional services. Accounts may be opened with the Funds'transfer agent, State Street Bank and Trust Company, either directly or through a Shareholder Servicing Agent. If you have questions about eligibility, please call 1-877-691-1113 When can I buy shares? • Purchases may be made on any business day. This includes any day that the Funds are open for business. The Funds will be closed on weekends and days on which the New York Stock Exchange ("NYSE") or the Federal Reserve are closed, including the following holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving, and Christmas Day. • Purchase requests will be effective on the day received and you will be eligible to receive dividends declared the same day, if such purchase orders are received: (i) before 3:00 p.m. ET for the Treasury Only Money Market Fund; and (III before 5:00 p.m. ET for the Institutional Prime and Government Money Market Funds. On occasion. the NYSE closes before 4:00 p.m. ET. When the NYSE closes early, purchase requests received after the NYSE closes will be effective the following business day. Each Fund. however, reserves the right to remain open for extended hours following an early close of the NYSE. If your purchase request is received during extended hours, it will be effective the same business day. Purchase requests received after a Fund closes will be effective the following business day. Shareholders will receive notice at www.onegroup.com if a Fund remains open following an early close of the NYSE. • In addition, the Fund's custodian, State Street Bank and Trust Company, must receive "federal funds" before the above noted times (each Fund's "cut-off time"). If State Street Bank and Trust Company does not receive federal funds by the cut- off time, the purchase order will not be effective until the next business day on which federal funds are timely received by State Street Bank and Trust Company. • If a Shareholder Servicing Agent holds your shares, it is the responsibility of the Shareholder Servicing Agent to send your purchase or redemption order to the Fund. Your Shareholder Servicing Agent may have an earlier cut-off time for purchase and redemption requests. • The Distributor can reject a purchase order if it does not think that is is in the best interests of a Fund and/or its shareholders to accept the order. • Shares are electronically recorded. Therefore, certificates will not be issued. How much do shares cost? • Shares are sold at net asset value ("NAV"), • NAV per share is calculated by dividing the total market value of a Fund's investments and other assets (minus expenses) by the number of outstanding shares. The Funds use their best efforts to maintain their NAV at $i.00, although there is no guarantee that they will be able to do so. • NAV is calculated each business day as of 3:00 p.m. ET for the Treasury Only Money Market Fund and at 5:00 p.m. ET for the Institutional Prime Money Market Fund and the Government Money Market Fund. • On occasion, the NYSE will close before 4:00 p.m. ET. When the NYSE closes before the times listed above, NAV will be calculated as of the time the NYSE closes. How do I open an account? i. Read the prospectus carefully, and select the Fund or Funds most appropriate for you. z. Decide how much you want to invest. • The minimum initial investment for Administrative Class shares is $i,000,000 per Fund. • You are required to maintain a minimum account balance equal to the minimum initial investment in each Fund. • Subsequent investments must be at least $5,o0o per Fund. • These minimums may be waived. 3. Complete the Account Application Form. Be sure to sign up for all of the account privileges that you plan to take advantage of. Doing so now means that you will not have to complete additional paperwork later. • Federal regulations require all financial institutions to obtain, verify and record identification information from all persons opening new accounts or being added to existing accounts. One Group cannot waive these requirements. Account Application Forms that do not contain the required information will be rejected. 4. Send the completed application to: ONE GROUP MUTUAL FUNDS P.D. Box 8528 BOSTON, MA 02266.8528 And authorize a wire to: STATE STREET BANK AND TRUST COMPANY ATTN: CUSTODY AND SHAREHOLDER SERVICES ABA 011000 028 DDA 99034167 FBO ONE GROUP FUND (EX: ONE GROUP INSTITUTIONAL PRIME MONEY MARKET FUND—ADMIN) YOUR ACCOUNT NUMBER (Ex:123456789) YOUR ACCOUNT REGISTRATION (EX: ABC CORPORATION) 5. If you purchase shares through a Shareholder Servicing Agent. you may be required to complete additional forms or follow additional procedures. You should contact your Shareholder Servicing Agent regarding purchases, exchanges and redemptions. 6.If you have any questions, contact your Shareholder Servicing Agent or call 1-877-6gr-ui3. Can l purchase shares over the telephone? Yes. Simply select this option on your Account Application Form and then: • Contact your Shareholder Servicing Agent or call 1-877-6gr-iri3 to relay your purchase instructions. • Authorize a bank transfer or initiate a wire transfer payable to "One Group Mutual Funds" to State Street Bank and Trust Company to the following wire address: STATE STREET BANK AND TRUST COMPANY ATTN: CUSTODY & SHAREHOLDER SERVICES ABA 011 000 028 GOA99034167 FBO ONE GROUP FUND (EX: ONE GROUP INSTITUTIONAL PRIME MONEY MARKET FUND—ADMIN) YOUR ACCOUNT NUMBER (Ex:123456789) YOUR ACCOUNT REGISTRATION (EX: ABC CORPORATION) • One Group uses reasonable procedures to confirm that instructions given by telephone are genuine. These procedures include recording telephone instructions and asking for personal identification. If these procedures are followed, One Group will not be responsible for any loss, liability, cost or expense of acting upon unauthorized or fraudulent instructions: you bear the risk of loss. 16 • You may revoke your right to make purchases over the telephone by sending a letter to: ONE GROUP MUTUAL FUNDS P.O. BOX 8528 BOSTON, MA 02266-8528 EXCHANGING FUND SHARES What are my exchange privileges? You may exchange your shares for shares of any other Fund described in this prospectus. • One Group may change the terms and conditions of your exchange privileges upon 6o days written notice. • One Group does not charge a fee for this privilege. When are exchanges processed? Exchanges are processed the same business day they are received, provided: • State Street Bank and Trust Company receives the request by 3:00 p.m. ET. • You have provided One Group with all of the information necessary to process the exchange. • You have received a current prospectus of the Fund or Funds in which you wish to invest. • You have contacted your Shareholder Servicing .Agent, if necessary. Are there limits on exchanges? Yes. The exchange privilege is not intended as a way for you to speculate on short- term movements in the market. Therefore: • To prevent disruptions in the management of the Funds, One Group limits excessive exchange activity. Exchange activity is excessive if it exceeds two substantive exchange redemptions within 3o days of each other. • Excessive exchange activity will result in revocation of your exchange privilege. • In addition, One Group reserves the right to reject any exchange request (even those that are not excessive) if the Fund reasonably believes that the exchange will result in excessive transaction costs or otherwise adversely affect other shareholders. • Your shares may be automatically redeemed and your account closed if, due to exchanges, you no longer meet the Fund's minimum balance requirement. For information on the minimum required balance. please read, "How do I open an account?." 17 REDEEMING FUND SHARES When can I redeem shares? You may redeem all or some of your shares- on any day that the Funds are open for business. • Redemption requests received before 3:00 p.m. ET for the Treasury Only Money Market Fund and 5:oo p.m. ET for the Institutional Prime and Government Money Market Funds, will be effective that day. • All required documentation in the proper form must accompany a redemption request. One Group may refuse to honor incomplete redemption requests. How do I redeem shares? You may use any of the following methods to redeem your shares: i. You may send a written redemption request to your Shareholder Servicing Agent, if applicable, or to State Street Bank and Trust Company at the following address: ONE GROUP MUTUAL FUNDS P.O. BOX 8528 BOSTON, MA 02266.8528 2. You may use the One Group website at www.onegroup.com; or 3. You may redeem over the telephone. Please see "Can I Redeem 3y Telephone?" for more information. • One Group may require that the signature on your redemption request be guaranteed by a participant in the Securities Transfer Association Medallion Program or the Stock Exchange Medallion Program, unless: i. The redemption is payable to the shareholder of record; and either z. The redemption check is mailed to the shareholder at the record address; or 3. The redemption is payable by wire or bank transfer (ACH) to a pre-existing bank account. • On the Account Application Form you may elect to have the redemption proceeds mailed or wired to: 1. A designated commercial bank; or 2. Your Shareholder Servicing Agent. • Under normal conditions, the Funds will honor requests for same day payment if the request is received before 3:00 p.m. ET for the Treasury Only Money Market Fund and 5:oo p.m. ET for the Institutional Prime and Government Money Market Funds. If redemption requests are received after those times. the Funds will make payment the next business day. 18 What will my shares by worth? The NAV of shares of the Funds is expected to remain constant at $r.00 per share, although there is no assurance that this will always be the case. You will receive the NAV calculated after your redemption request is received. Please read "How much do shares cost?." Can I redeem by telephone? Yes, if you selected this option on your Account Application Form. • Contact your Shareholder Servicing Agent or call 1-877-6gi-rrr8 to relay your redemption request. Your redemption proceeds will be mailed or wired to the commercial bank account you designated on your Account Application Form. One Group uses reasonable procedures to confirm that instructions given by telephone are genuine. These procedures include recording telephone instructions and asking for personal identification. If these procedures are followed, One Group will not be responsible for any loss, liability, cost or expense of acting upon unauthorized or fraudulent instructions; you bear the risk of loss. ADDITIONAL INFORMATION REGARDING REDEMPTIONS • Your shares may be automatically redeemed and your account closed if, due to redemptions, you no longer meet the Fund's minimum balance requirement. For information on the minimum required balance, please read, "How do I open an account?." One Group may suspend your ability to redeem when: 1. Trading on the NYSE is restricted. 2. The NYSE is closed (other than weekend and holiday closings). 3. The SEC has permitted a suspension. 4. An emergency exists. The Statement of Additional Information offers more details about this process. 19 ONE GROUP. Pri One Group Mutual Funds understands that protecting your financial privacy is just as important as protecting your financial assets. We are committed to the responsible use of information in order to provide you with the products and services you want, when and where you want them. This statement of our privacy policy is intended to help you understand the ways in which we gather, use and protect your financial information. Key Definitions This Privacy Policy describes the way we treat nonpublic personal information that we may obtain from our customers or from consumers generally. Key terms used throughout this policy are: • Consumer — an individual who applies for or obtains a financial product or service from One Group Mutual Funds for personal, family or household purposes, including individuals who don't have a continuing relationship with One Group Mutual Funds. Consumers include individuals who provide nonpublic personal information to our shareholder servicing representatives. but do not invest in One Group Mutual Funds. • Customer — a consumer who has a continuing relationship with One Group Mutual Funds through record ownership of fund shares. • Nonpublic personal information — any personally identifiable financial information about a consumer that is obtained by One Group Mutual Funds in connection with providing financial products and services to that consumer and which is not otherwise publicly available. A telephone directory listing is an example of public information. Collection of Nonpublic Personal Information We collect information to service your account, to protect you from fraud, and to make available products and services that may be of interest to you. We collect nonpublic personal information about you from the following sources: • Information we receive from you on applications or other forms, on our website or through other means; • Information we receive from you through transactions, correspondence and other communications with us: and Information we otherwise obtain from you in connection with Providing you a financial product or service. Information Sharing with Non -Affiliated Third Parties We do not share any nonpublic personal information about our customers or former customers with anyone, except as required or permitted by law. This means we may disclose all of the information we collect, as described above, to companies who help us maintain and service your account. For instance, we will share information with the transfer agent for One Group Mutual Funds. The transfer agent needs this information to process your purchase, redemption and exchange transactions and to update your account. In addition, we may share nonpublic personal information to protect against fraud, to respond to subpoenas, or as described in the following section. Information Sharing with Joint Marketers We also may share the information described above in Collection of Nonpublic Personal Information with broker -dealers and other financial intermediaries that perform marketing services on our behalf and with which we have joint marketing agreements. However, we only provide information about you to that broker -dealer or financial intermediary from whom you purchased your One Group shares. In addition, our joint marketing agreements prohibit recipients of this information from disclosing or using the information for any purpose other than the purposes for which it is provided to them. Children's Online Privacy Act Disclosure From our website, One Group Mutual Funds does not knowingly collect or use personal information from children under the age of 13 without obtaining verifiable consent from their parents. Should a child whom we know to be under 13 send personal information to us, we will only use that information to respond directly to that child, seek parental consent or provide parental notice. We are not responsible for the data collection and use practices of nonaffiliated third parties to which our website may link. Security For your protection, One Group Mutual Funds maintains security standards and procedures that we continually update to safeguard against unauthorized disclosure of information or access to information about you.. We restrict access to nonpublic personal information about you to those individuals who need to know that information to provide products and services to you. We maintain physical, electronic and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. One Group Mutual Funds' Privacy Commitment One Group Mutual Funds is committed to protecting the privacy of our customers. but we understand that the best protection requires a partnership with you. We encourage you to find out how you can take steps to further protect your own privacy by visiting us online at www onegroup.mm. ONE GROUP • I Shareholder Information VOTING RIGHTS The Funds do not hold annual shareholder meetings, but may hold special meetings. The special meetings are held, for example, to elect or remove Trustees, change a Fund's fundamental investment objective, or approve an investment advisory contract. As a Fund shareholder, you have one vote for each share that you own. Each Fund, and each class of shares within each Fund, vote separately on matters relating solely to that Fund or class, or which affect that Fund or class differently. However, all shareholders will have equal voting rights on matters that affect all shareholders equally. DIVIDEND POLICIES Dividends The Funds generally declare dividends on each business day. Dividends are distributed on the first business day of each month. Capital gains, if any, for all Funds are distributed at least annually. Dividend Reinvestment You automatically will receive all income dividends and capital gain distributions in additional shares of the same Fund and class, unless you have elected to take such payments in cash. The price of the shares is the NAV determined immediately following the dividend record date. Reinvested dividends and distributions receive the same tax treatment as dividends and distributions paid in cash. If you elect to receive distributions in cash and the U.S. Postal Service twice returns your check to One Group as "undeliverable", your check will be credited back to your One Group account and all future distributions will be reinvested in One Group shares. If you want to change the way in which you receive dividends and distributions, you may write to State Street Bank & Trust Company at P.O. Box 8528, Boston. MA 02266-8528, at least 15 days prior to the distribution. The change is effective upon receipt by State Street. You also may change the way you receive dividends and distributions by calling 1-877-6gi-iiiS. TAX TREATMENT OF SHAREHOLDERS Taxation of Shareholder Transactions A sale, exchange, or redemption of Fund shares generally may produce either a taxable gain or a lass. You are responsible for any tax liabilities generated by your transactions. For more information about your specific tax situation, please consult your tax advisor. Taxation of Distributions Each Fund will distribute substantially all of its net investment income. Dividends you receive from a Fund, whether reinvested or received in cash, will be taxable to you. Dividends from the Fund's net investment income (generally, all of the Fund's net investment income) will be taxable as ordinary income. Dividends paid in January, but declared in October. November or December of the previous year, will be considered to have been Paid in the previous yea;. Tax Information The Form 1099 that is mailed to eligible taxpayers in January details your dividends and their federal tax category. Even though the Funds provide this information, you are responsible for verifying your tax liability with your tax prcfessional. For additional tax information, see the Statement of Additional Information. Please note that this tax discussion is general in nature; no attempt has been made to present a complete explanation of the federal, state, local or foreign tax treatment of the Funds or their shareholders. SHAREHOLDER STATEMENTS AND REPORTS One Group or your Shareholder Servicing Agent will send you transaction confirmation statements and quarterly account statements. Please review these statements carefully. One Group will correct errors if notified within one year of the date printed on the transaction confirmation or account statement. Your Shareholder Servicing Agent may have a different cut-off time. To reduce expenses and conserve natural resources, One Group will deliver a single copy of prospectuses and financial reports to individual investors who share a residential address, provided they have the same last name or Ore Group reasonably believes they are members of the same family. If you would like to receive separate mailings, please call 1-877-691-1118 and One Group will begin individual delivery within 3o days. If you would like to receive these documents by e-mail, please visit www.onegroup.com and sign up for electronic delivery. If you are the record owner of your One Group shares (that is, you did not use a Shareholder Servicing Agent to buy your shares), you may access your account statements at www.onegroup.com. In March and September, you will receive a financial report from One Group. In addition, One Group will periodically send you proxy statements and other reports. If you have any questions or need additional information, please write to One Group Mutual Funds at rui Polaris Parkway, Columbus, OH 43271-1235, calls-877- 691-u18 or visit www.onegroup.com. 23 ONE GROUP THE ADVISOR Management of One Group Mutual Funds Banc One Investment Advisors (rni Polaris Parkway, P.O. Box 710211, Columbus, Ohio 43271-0211) makes the day-to-day investment decisions for the Funds and continuously reviews, supervises and administers each Fund's investment program. Banc One Investment Advisors performs its responsibilities subject to the supervision of, and policies established by, the Trustees of One Group Mutual Funds. Banc One Investment Advisors has served as investment advisor to the Trust since its inception. In addition, Banc One Investment Advisors serves as investment advisor to other mutual funds and individual corporate, charitable and retirement accounts. As of June 3o, zooz, Banc One Investment Advisors, an indirect wholly - owned subsidiary of Bank One Corporation, managed over $148 billion in assets. ADVISORY FEES Banc One Investment Advisors is paid a fee based on an annual percentage of the average daily net assets of each Fund. For the most recent fiscal year, the Funds paid advisory fees at the following rates: ANNUAL RATE AS PERCENTAGE OF FUND AVERAGE DAILY NET ASSETS One Groups Institutional Prime Money Market Fund .08% One Groups Treasury Only Money Market Fund 08% One Groups Government Money Market Fund .08% 2424 ONE GROUP Financial Highlights . I The Financial Highlights tables are intended to help you understand the Fund's performance for the last five years or the period of the Fund's operations, whichever is shorter. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost an an investment in the Fund (assuming reinvestment of all dividends and distributions). This information for the Fund has been audited by PricewaterhouseCoopers LLP whose report, along with the Fund's financial statements, is incorporated by reference in the Statement of Additional Information, which is available upon request. NOVEMBER 3, INSTITUTIONAL PRIME MONEY MARKET FUND 2001 TO TUNE 30, ADMINISTRATIVE CLASS 2002 (A) NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 Investment Activities: Net investment income 0.013 Distributions: Net investment income (0013) NET ASSET VALUE, ENO OF PERIOD 5 1A00 Total Return L29'.6(R) RATIOS/SUPPLEMENTARY DATA: (000'5) $543.963 Net assets, end of Flo Ratio of expenses to average net assets 0251%(0 Ratio of net investment income to average net assets 1.33%(c) Ratio of expenses to average net assets' 0.27%(c) NOVEMBER t, TREASURY ONLY MONEY MARKET FUND 2001 TO TUNE 30, ADMINISTRATIVE CLASS 2002 (A) NET ASSET VALUE, BEGINNING OF PERIOD s 1.000 Investment Activities: Net investment income 0011 Distributions: Net investment income (0.011) NET ASSET VALUE, END OF PERIOD 5 1.000 Total Return RATIOS/SUPPLEMENTARY DATA: Net assets, end of period (000's) 531.239 Ratio of expenses to average net assets 0.21^dd Ratio of net investment income to average net assets 1.59%(c) Ratio of expenses to average net assets' 0 24%(c) 'Outing the period, certain fee; .were reduced. If such fee reduct;on; hud not occurred, the ratios would have been as Indicated (A) Period f rom commencement of operutions. (B) war annualized. (C) Annualized. 25 NOVEMBER 1, GOVERNMENT MONEY MARKET FUND goat TO TUNE 30, ADMINISTRATIVE CLASS 2002 (A) NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 Investment Activities: Net investment income 0.012 Distributions: Net investment income (0.012) NET ASSET VALUE, END OF PERIOD $ 1,000 Total Return 1.21's(e) PATIOS/SUPPLEMENTARY DATA: Net assets, end of period (000's) $81.289 Ratio of expenses to average net assets 0.24%(c) Ratio of net investment income to average net assets 1.72'1(c) Ratio of expenses to average net assets' 0.2496(c) 'During the period, certain fees were reduced. If such fee reductions had not occurred, the ratios would have been as indicated. (A) Period from commencement ofooeranons. (a) Not annualized. (C) Annualized. z6 ONE GROUP. Appendix INVESTMENT PRACTICES The Funds invest in a variety of securities and employ a number of investment techniques. Each security and technique involves certain risks. What follows is a list of some of the securities and techniques utilized by the Funds, as well as the risks inherent in their use. Fixed income securities are primarily influenced by market, credit and prepayment risks, although certain securities may be subject to additional risks. For a more complete discussion, please see the Statement of Additional Information. Following the table is a more complete discussion of risk. FUND NAM! FUNDCODf One Groups Institutional Prime Money Market Fund 1 One Groups Treasury Only Money Market Fund 2 One Groups Government Money Market Fund 3 Fund Risk Instrument Code Type U.S. Treasury Obligations: Bills. notes and bonds. 1-3 Market Treasury Receipts: TRs, TIGRS and CATS. I Market U.S. Government Agency Securities: Securities issued by 1,3 Market agencies and instrumentalities of the U.S. government. These Credit include Fannie Mae and Freddie Mac obligations. Certificates of Deposit: Negotiable instruments with a stated r Market maturity. Credit Liquidity Time Deposits: Non-negotiable receipts issued by a bank in r Liquidity exchange for the deposit of funds. Credit Market Repurchase Agreements: The purchase of a security and the 1,3 Credit simultaneous commitment to return the security to the seller Market at an agreed upon price on an agreed upon date. This is Liquidity treated as a loan. 27 Fund Risk Instrument Code Type Securities Lending: The lending of up to 33 ✓3 0 of the Fund's 1-3 Credit total assets. In return, the Fund will receive cash, other Market securities and/or letters of credit. Leverage When -Issued Securities and Forward Commitments: 1-3 Market Purchase or contract to purchase securities at a fixed price Leverage for delivery at a future date. Liquidity Investment Company Securities: Shares of other money 13 Market market mutual funds, including One Group money market funds and shares of other money market mutual funds for which Banc One Investment Advisors or its affiliates serve as investment advisor or administrator. Banc One Investment Advisors will waive certain fees when investing in funds for which it serves as investment advisor, to the extent required by law. Extendable Commercial Notes: Variable rate notes which 1 Market normally mature within a short period of time (e.g., one Credit month) but which may be extended by the issuer for a Liquidity maximum maturity of 13 months. Bankers'Acceptances: Bills of exchange or time drafts 1 Credit drawn on and accepted by a commercial bank. Maturities Liquidity are generally six months or less. Market Commercial Paper: Secured and unsecured short-term 1 Credit promissory notes issued by corporations and other entities. Liquidity Maturities generally vary from a few days to nine months. Market Foreign Securities: Commercial paper of foreign issuers and 1 Market obligations of foreign banks, overseas branches of U.S. Political banks and supranational entities. Liquidity Foreign Investment Restricted Securities: Securities not registered under the 1 Liquidity Securities Act of 1933, such as privately placed commercial Market paper and Rule r44A securities. Variable and Floating Rate Instruments. Obligations with r,3 Market interest rates which are reset daily, weekly, quarterly or Credit some other period and which may be payable to the Fund Liquidit/ on demand. Instrument Fund Risk Code Type Mortgage -Backed Securities: Debt obligations secured by 1 Prepayment real estate loans and pools of loans. These include Market collateralized mortgage obligations ("CMOs") and Real Credit Estate Mortgage Investment Conduits ("REMICs"). Regulatory Demand Features: Securities that are subject to pus and r Market standby commitments to purchase the securities at a Liquidity fixed price (usually with accrued interest) within a fixed Management period of time following demand by a Fund. Municipal Securities: Securities issued by a state or 1 Market political subdivision to obtain funds for various public Credit purposes. Municipal securities include private activity Political bonds and industrial development bonds, as well as Tax General Obligation Notes, Tax Anticipation Notes, Bond Regulatory Anticipation Notes, Revenue Anticipation Notes, other short-term tax-exempt obligations, municipal leases, obligations of municipal housing authorities and single family revenue bonds. Short -Term Funding Agreements: Agreements issued by 1 Market banks and highly rated insurance companies such as Credit Guaranteed Investment Contracts ("GICs") and Bank Liquidity Investment Contracts ('GICs-"). Participation Interests: Interests in municipal securities, 1 Credit including municipal leases, from financial institutions Tax such as commercial and investment banks, savings and Market loan associations and insurance companies. These interests may take the form of participations, beneficial interests in a trust, partnership interests or any other form of indirect ownership that allows the Funds to treat the income from the investment as exempt from federal income tax. Asset-Bac.eed Securities: Securities secured by company 1 Prepayment receivables, home equity loans, truck and auto loans, Market leases, credit card receivables and other securities backed Credit by other types of receivables or other assets. Regulatory 29 INVESTMENT RISKS Below is a more complete discussion of the types of risks inherent in the securities and investment techniques listed above. Because of these risks, the value of the securities in the Funds may fluctuate. If these fluctuations are sufficiently strong (despite the fund's efforts to control them) the value of your investment will be affected. Certain investments are more susceptible to these risks than others. • Credit Risk. The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation. Credit risk is generally higher for non -investment grade securities. The price and liquidity of a security can be adversely affected prior to actual default as its credit status deteriorates and the probability of default rises. • Foreign Investment Risk. Risks associated with higher transaction costs, delayed settlements and adverse economic developments. • Leverage Risk. The risk associated with securities or practices that multiply small index or market movements into large changes in value. Leverage is often associated with investments in derivatives, but also may be embedded directly in the characteristics of other securities. • Liquidity Risk. The risk that certain securities may be difficult or impossible to sell at the time and the price that normally prevails in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on fund management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments. • Management Risk. The risk that a strategy used by a Fund's management may fail to produce the intended result. This includes the risk that changes in the value of a hedging instrument will not match those of the asset being hedged. Incomplete matching can result in unanticipated risks. Market Risk. The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. There also is the risk that the current interest rate may not accurately reflect existing market rates. For fixed income securities, market risk is largely, but not exclusively, influenced by changes in interest rates. A rise in interest rates typically causes a fall in values, while a fall in rates typically causes a rise in values. Finally, key information about a security or market may be inaccurate or unavailable. • Political Risk. The risk of losses attributable to unfavorable governmental or political actions, seizure of foreign deposits, changes in tax or trade statutes and governmental collapse and war. • Prepayment Risk. The risk that the principal repayment of a security will occur at an unexpected time, especially that the repayment of a mortgage- or asset - backed security occurs either significantly sooner or later than expected. Changes in prepayment rates can result in greater price and yield volatility. Prepayments generally accelerate when interest rates decline. When mortgage and other obligations are pre -paid, a Fund may have to reinvest in securities with a lower yield. Further, with early repayment, a Fund may fail to recover additional amounts (i.e., premiums) paid for securities with higher interest rates, resulting in an unexpected capital loss. • Regulatory Risk. The risk associated with federal and state laws which may restrict the remedies that a lender has when a borrower defaults on loans. These laws include restrictions on foreclosures, redemption rights after foreclosure, federal and state bankruptcy and debtor relief laws, restrictions on "due on sale" clauses and state usury laws. Tax Risk. The risk that the issuer of the securities will fail to comply with certain requirements of the Internal Revenue Code, which could cause adverse tax consequences, Also, the risk that the tax treatment of municipal or other securities could be changed by Congress thereby affecting the value of outstanding securities. 31 (Intentionally Left Blank) (Intentionally Left Blank) If you want more information about the Funds, the following documents are free upon request: Annual/Semi-Annual Reports. Additional information about the Funds' investments is available in the Funds' annual and semi-annual reports to shareholders. In each Fund's annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund's performance during its last fiscal year. Statement of Additional Information ("SAI"). The SAI provides more detailed information about the Funds and is incorporated into this prospectus by reference. How Can I Get More Information? You can get a free copy of the semi-annual/ annual reports or the SAI, request other information or discuss your questions about the Funds by calling I-877-691-1118, or by writing the Funds at: ONE GROUPo MUTUAL FUNDS 1111 POLARIS PARKWAY COLUMBUS, OHIO 43271-1235 OR VISITING W W W.O NEGROUP.COM You can also review and copy the Funds' reports and the SAI at the Public Reference Room of the Securities and Exchange Commission ("SEC"). (For information about the SEC's Public Reference Room call 1-202-942-8090). You can also get reports and other information about the Funds from the EDGAR Database on the SEC's web site at http://vvww.sec.gov. Copies of this information may be obtained, after paying a copying charge, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-0102. (Investment Company Act File No. 811-4236) roc-F-140 (u/oz) ONE=GROUP, �MUM�lfunl, . D BANK ONE, NA COLLATERAL EXHIBIT Bank One, NA intends to select securities from the Collateral Exhibit and the Federal Reserve Bank of Chicago will serve as custodian. The Public Fund may request to (a) pledge securities selected by Public Fund or (b) deposit securities with any custodian other than the Federal Reserve Bank of Chicago. All selections of securities or custodians are subject to the approval of Bank One, NA, which approval shall not be unreasonably withheld. In the event, Bank One, NA requests substitution of collateral, the Public Fund agrees to provide a written release on a form provided by Bank One, NA within 48 hours of request. U. S. Treasury Bills U. S. Treasury Notes U. S. Treasury Bonds Federal National Mortgage Association Agencies Federal Farm Credit Bank Agencies Federal Home Loan Bank Agencies Federal Home Loan Mortgage Corporation Pools Federal National Mortgage Association Pools Government National Mortgage Association Pools Federal National Mortgage Association REMIC CMO's (No variable rates or original maturities longer than 10 years will be pledged) Federal Home Loan Mortgage Corporation REMIC CMO'S (No variable rates or original maturities longer than 10 years will be pledged) Obligations of states, agencies, counties, cities, and other political subdivisions of any state rated not less than "A" or its equivalent Securities Safekeeping Manage your safekeeping account and investment portfolios more effectively and receive timely, accurate transaction reporting. Whether you are a financial or educational institution, corporation, government or public agency, insurance company or individual, you ■ Access safekeeping and investment portfolio need timely, accurate transaction reporting to meet your safekeeping the Internet account documents via requirements. Designed to help you manage your safekeeping account and investment portfolios more effectively, our Securities Safekeeping ■ Settle security trades directly services settle security trades directly with the Federal Reserve Bank and through the Federal Reserve Bank Depository Trust Clearing Corporation. Securities Safekeeping services are and Depository Trust Clearing provided by Bank One, NA, Corporate Banking Operations. Corporation We also offer other settlement services, including notification of maturing ■ Collateralize investments to meet and called securities. In addition, Securities Safekeeping provides you regulatory requirements with timely notification of corporate actions, such as industry calls, ■ Receive accurate and timely acquisitions, tenders, puts and stock splits. You can can collateralize notification of industry calls, investments effectively and securely to meet regulatory requirements. acquisitions, tenders, puts and Collateralization is a tri-party agreement in which the National Securities stock splits Safekeeping customer owns a security that is pledged to another entity. In addition, our Securities Safekeeping Online services allow our safekeeping and investment portfolio customers to view, print and download account documents and access forms online, 24 hours a day, seven days a week. We use a secure Internet connection and 128-bit encryption — the industry standard for secure online transactions — to help prevent unauthorized access and safeguard your data. Our National Securities Safekeeping team helps financial, public and private institutions manage their security portfolios. We also assist investment portfolio customers by answering questions and resolving complex issues to provide you with the best solutions. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at https://safekeeping.bankone.com ,02003 Bank One Corporanan Global Treasury5arvices05/14/03 Member FDIC Securities Safekeeping Securities Safekeeping Services Whether you purchase securities through a representative of our affiliate, Banc One Capital Markets, or an external broker, you can use Securities Safekeeping services to keep track of interest payments, dividends, maturities and corporate actions. We collect and distribute principal and interest from paying agents and depositories. Securities Safekeeping can also help when you must pledge a security as collateral against a loan, or keep a security on deposit with a state government agency. Securities Safekeeping provides investment portfolio services to track the amortization, accretion and accruals of your securities and special reporting when you need it for your board of directors and auditors. Direct Securities Settlement In addition to settling your trades directly with the Federal Reserve Bank and Depository Trust Clearing Corporation, we offer notification of maturing and called securities, daily collection and disbursement of income for held securities, asset pledging for collateral purposes and reporting of audit verifications of customer holdings. With Securities Safekeeping, each trade is settled on its actual settlement date so that you don't pay for a trade until it settles. Corporate Actions Securities Safekeeping provides you with accurate and timely notification of corporate actions, including industry calls, acquisitions, tenders, puts and stock splits. In every notification, we clearly outline the corporate actions that directly affect the assets you hold in your account and that require your approval before processing. Collateral Management When you need to collateralize investments to meet local, state or other government agencies' regulatory requirements, Securities Safekeeping provides that service efficiently and securely. You can keep track of the securities that you have pledged as collateral. Online Services If you are a Bank One safekeeping and investment portfolio customer, Securities Safekeeping Online services let you see, print and download account documents and access forms online around the clock. You are able to access current documents and up to two years of historical data. With Securities Safekeeping Online services, you receive timely delivery and retrieval of important account information at no additional cost. Security Advanced security features help prevent unauthorized access and safeguard your data against theft or manipulation. Additionally, your data is protected with 128- bit encryption —the industry standard for secure online transactions. Internet Based Our Internet -based solution eliminates the need to download and maintain software, while increasing the availability of our service. This helps you reduce costs while providing around -the -clock access to the information you need. For more information, call us, or mil us of htips://safekeeping.bankone.com € 2003 Bank One Corporation Glabal Treasury Services 05/I4/03 Member FDIC Securities Safekeeping Online View, print and download safekeeping and investment portfolio account documents and access forms online. If you need abetter way to receive and access key account information quickly, consider our Securities Safekeeping Online services. Securities Safekeeping services are provided by Bank One NA, Corporate Banking ■ View, print and download important account information via Operations. These services let you conveniently view, print and download the Internet documents from your safekeeping and investment portfolio accounts as well as access forms anytime, anywhere, via the Internet — at no ■ Retrieve up to two years of additional cost. historical data ■ Establish multiple user IDs so your When you log onto Securities Safekeeping Online's secure Web site, you staff can view account information can access current and historical account documents. You are able to simultaneously retrieve credit advices, maturity notices, call notices, custody receipts, monthly statements and investment portfolio reports. Securities ■ Help provide confidentiality of Safekeeping Online allows you to create user IDs for each member of account information your staff, enabling employees to view information simultaneously. You ■ Download your holdings' text files determine whether your staff can access all or selected safekeeping and into spreadsheet or database information reporting accounts. applications With Securities Safekeeping Online, you can also download your holdings text files into any spreadsheet ordatabase application, 24 hours a day, seven days a week. To help provide security and confidentiality of your account information as well as help prevent unauthorized access, we use a secure Internet connection and 128-bit encryption — the industry standard for secure online transactions. In addition, access is controlled by the utilization of user IDs and passwords. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at https://safekeeping.bankone.com .n 2003 Bank One Co,po,mion Glabol T,.., , Se o,, 05/14/03 Member FDIC BANK; ONCE National Securities Safekeeping Buy/Sell/Accept/Deliver Fee Through Banc One Capital Markets Through External Broker No Charge $30.00 Monthly Receipt Holding Fee $2.75 Pledge/Release Fee $12.00 Maturity/Call Fee $15.00 Mortgage -backed Principal Pa down Fee $10.00 Investment Portfolio Service Bond Accounting Reports) 100.00 Securities Safekeeping Online Services No Charge Definition Buy Purchase of a security, payment of funds and receipt of securities on settle date Sell Sale of a security, receipt of funds and delivery of securities on settle date Accept Receipt of securities, no payment of funds to delivering agent Deliver Delivery of securities, no receipt of funds Monthly Receipt Holding The holding fee is the charge to hold your security; collect and distribute income Fee payments on your security; and produce and deliver (either by mail or by Securities Safekeeping Online Services) credit advices, account verification statements, maturity and/or call notices, and custody receipts. Pledge A pledge is a hold on a security used as collateral or as a surety bond Release A release removes the hold and releases the security held as collateral Maturity The receipt of funds and delivery of securities on a scheduled maturity date Call The receipt of funds and the delivery of securities on a date prior to scheduled maturity at the discretion of the issuer Mortgage -backed The payment of a portion of the principal balance of a security that is backed by a pool Principal Paydown of mortgages or assets Investment Portfolio Bond accounting reports that provide information for accounting, management, and call Service reporting purposes. This product is most often used by Correspondent Banks. Revised October 7, 2002 BANK ONE NATIONAL SECURITIES SAFEKEEPING DELIVERY INSTRUCTIONS DEPOSITORY CUT OFF TIME FEDERAL RESERVE EFFECTIVE: ABA # 071000013 2:00 CST BONE O/C1032 2:15 CST - REVERSALS SAFEKEEPING ACCT NUMBER AND NAME DTC: DTC #2613 2:00 CST AGENT ID #29315 INST#29360 2:15 CST -. REVERSALS SAFEKEEPING ACCT NUMBER AND NAME EUROCLEAR/CEDEL: EUROCLEAR # 23849 INFO RECEIVED BY A/C CHASE LONDON 10:OOA.M. CST TWO FFC BANK ONE 25030 DAYS PRIOR TO SETTLEMENT DATE CASH WIRES: ABA #103000648 SAFEKEEPING ACCT #662015101000702 REF: SAFEKEEPING ACCT NUMBER AND NAME PHYSICAL DELIVERY NEW YORK CLEARANCE f7"1201eI1114IR14>K3 C/O NY WINDOW 55 WATER STREET 1ST FLOOR, OLDSLIP ENTRANCE FAO NAT'L SAFEKEEPING NEW YORK, NY 10041 PHYSICAL DELIVERY (FREE) & CORRESPONDENCE If you have any questions, call Safekeeping at 1-800-888-0241. BANK ONE OKLAHOMA ATTN: SAFEKEEPING DEPT 6T" FLOOR OK1-1075 100 N BROADWAY OKLAHOMA CITY, OK 73102 Fax trades to 405-231-7389 and pledges to 405-231-6483. Modified 05/03 L City of Denton Implementation Plan Responsible Service Process Party Bank One Time Line Collateralization of 1. Execute Fed Agreement Customer 3 days balances 2. Implementation form to Bank One 1 day National Collateral Management 3. Copy of signed Fed Fed/ Bank 5 days agreement to Customer One Setup 1. Execute agreement Customer 1 day Safekeeping/Securities 2. Process implementation Bank One 3 days Clearance Account forms and set up service Responsible Service Process Party Bank One Time Line Merchant 1. Identify Accounts needed Customer 1 day Services/Paymentech 2. Execute Agreement/other Customer 3 days required forms 3. Process implementation Bank One 5-10 business days forms and set up on Bank One data base; call to schedule testing City of Denton Implementation Plan Responsible Service Process Party Bank One Time Line All Services 1. Assign Accounts and Bank One 1 day Account Numbers - Signature Cards - Business Resolutions 2. Execute Signature Cards Customer 1 day - Treasury Management and Business Resolution 3. Execute Required Customer 1 day Service Agreement Agreements and Bank One Information Reporting 1. Complete Questionnaire Customer 1 day The One Net Information 2. Process implementation Bank One 5 business days after or One Connection for Windows Reporting forms and set up service step 1 is completed Questionnaire Full Account Reconciliation 1. Complete Transmission Customer 1 day with Positive Pay and CD Services Request Form Rom Imaging 2. Provide account and Customer 1 day contact information 3. Process Implementation Bank One 10 Business days after Forms and prepare steps 1 and 2 are database; contact Customer completed to schedule transmission testing 4. Conduct testing of incoming Customer and 10 to business days and outgoing files Bank One depending on success of testing 5. Notify ARP department of Bank One 1 day after successful successful testing and testing prepare to receive live transmission 6. Send issue file transmission Customer 1 day after Customer has to Bank One been notified of promotion to live production 7. Verify issue file and clean Bank One 3 days after issue file is up any "paid no issues'; received activate Positive Pay and all other reconciliation services City of Denton Implementation Plan Responsible Service Process Party Bank One Time Line ACH - Direct Transmission 1. Identify Accounts Customer 1 day 2. Complete Transmission Customer 1 day Service Request Form, VRU Access Form and ACH calendar 3. Process implementation Bank One 10 business days forms and set up on Bank One data base; call to schedule testing 4. Transmission testing Bank One and 10 business days Customer 5. Notify Bank One ACH of Bank One 3 business days successful testing and complete the setup on our database for receipt of first transmission from Customer. Wire Transfer 1. Complete and sign all set Customer 1 day up forms for wire transfer 2. Process forms and mail out Bank One 5 business days confirmation, PIN numbers and instructions LZ PAYMENT PROCESSING SERVICES Prepared on December 5, 2003 by: Brian W. Sklrbe ccount Executive 1 Elm St., Suite 700 Dallas, TX 75201 (214)849-3534 drbe(a)Pavmentech.com I �ymentech_ PRICING Proposal DISCOUNT RATE DETAIL: 71 -!M1Mw11=1111 11,111 -1357 Total Card Volume $7,300,000 # of locations 21 Average Ticket $156.00 : ' i a �ij j;j i t TdhtRit .13!!. I,,r, ; ilIN I. 1,M -I,rAl-j M ., A.. Visa/MC Card Present (Qualified) 1.74% Other Fees Bankcard Transaction $0.00 American Express/Discover Authorization, Capture & Conveyance $0.10 Voice Authorization $0.65 Monthly Service Charge Waived Char_qeback Handling $10.00 Statement Fee (per location) Waived Annual Fee Waived Reprogram/ Set-up Fee Waived Minimum Monthly Discount Fee Waived ACH Return Fee $25.00 Address Verification Service No Charge Batch Fee aI v Waived Supplies (per location) No C Ime Re$ource Online Meb-based reportin2) Waived Internet Transaction Fee (4 Internet sites) $0.03 City of Denton .2- Page:. 1 Document Name: untitled LIST TRANSACTION HISTORY 13:52.08 BK 12/02 BATRNHST PG 1 SANK 201 SANK ONE TEXAS OP 12/02 MORE + "^.COUNT NDA BANK ONE COMMERCIAL ,RR SAL _ LST Svc 11/28/2003 REFRESHES] 12/01/2003 PW ENTER "I" TO INQUIRE ON A TRANSACTION T REJ MM/DD AMOUNT Y Cr) T/C SER NUM REFERENCE DESCRIPTION 12/01 43.97, A 176 000261334680 ACH DEPOSIT MERCHANT BNKCD DEPOSIT 0000000003092 CCD 11/28 89.30 A 176 000267524759 ACH DEPOSIT MERCHANT BNKCD DEPOSIT 0000000003092 CCD 11/28 70.35 A 176 000268071114 ACH DEPOSIT MERCHANT BNKCD DEPOSIT 0000000003092 CCD 11/Z6 74.96 A 176 000265439594 ACH DEPOSIT MERCHANT BNKCD DEPOSIT 0000000003092 CCD 11/25 130.20 A 176 000260197507 ACH DEPOST_^ MERCHANT BNKCD DEPOSIT 0000000003092 CCD 11/25 77.39 A 176 000260249583 ACH DEPOSIT MERCHANT BNKCD DEPOSIT 0000000003092 CCD �•v�nx �Da-.}F, e.f **• LAST REQUEST COMPLETED SUCCESSFULLY +** COMMANDS ENTER F1=HELP F2=BREAK F3=EXIT F7=RACKWA.RD FB=FORWARD F15=EXITAPPL ■ rt: on the horizon I'm sure I don't need to remind you that this time last year, the marketplace was very different.The economy was, unbelievably strong and as it continued to gain momentum, businesses were scrambling just to service their expanding customer bases.Almost overnight, the economy has slowed: A marketplace that once seemed to offer limitless opportunity and growth potential is now more competitive. While there's no way to predict what will happen on the Dow today, or tomorrow, one thing you can count on is Paymentech will continue to provide you the same reliable,' quality electronic.payment solutions you've always been used to. A[ Paymentech our'prio'rities are set by our �uUnmere—nnT rhn nrnnnmvWa rrucrtn �e'n wfrimnr-anti �rnly t study by Jupiter Media Metrix, 70% of the consumers that responded. stated they. would spend less money at a retailer's brick -and -mortar store if they were. dissatisfied with the shopping experience at the retailer's website. Customers expect consistent service —whether it's online or in a store. So we'll help you ensure their shopping experiences are consistently positive at.both your physical and virtual locations by continuing to provide you innovative product tools like physical and virtual Gift Card, online reporting and eFraud in addition to our fast, dependable authorization and capture services. As your, payment processor, we will work toearn your business ,everyday. Regardless of the economic climate, we will continue to focus'om servicing you. We not only want to ensure your'busine.ss thnves;today, but we want torhelp prepare your hucinPccfrir whataver hec.aheadr� ., - Michael'P. Duffy ChiefExecuuveOfficer ' Paymentech has a brand new look You may have noticed Paymentech has a new look. We've revised our logo design to create an even stronger brand image. We feel our new logo better reflects who we are because it embodies our business strategy, captures our enhanced attitude and reinforces our distinctive brand. Paymentech.. .great connections for business Paymentech is a leader in the payment processing industry for one simple reason. We continually challenge ourselves to offer secure and reliable payment solutions. Instead of just processing credit card transactions, we focus on providing customized products, data and service solutions designed to enhance your business operations. By providing you with premier payment solutions, we're keeping you on the forefront of the digital economy. Here are just a few of the ways we're adding value to your business and leading you into the future of electronic payment processing. reporting innovations No matter what type of business you run, you have to stay on top of your back office operations and all of the data generated by transactions. That's why we have developed a variety of online reporting solutions that can help you manage your business. Our web -based applications like Re$ource Online, Moneta and SE Workstation can provide you instant access to your credit card processing information, consolidated transaction reporting and reconciliation data. Applications are accessible from any location 24 hours a day/seven days a week and the data that's provided is password protected —and customizable. From defining date ranges and hierarchy levels to exporting data, our online reporting tools make it easy for you to streamline your operations. service support Our goal at Paymentech is to provide the most powerful, the most innovative and the most far-reaching electronic payment solutions. While technology can help us provide you new and better avenues to receive service and problem resolution, we do not minimize the importance of human interaction. People should do business with people. At Paymentech, we don't just service accounts. We build relationships. And because of our relationships with our customers, we're able to gather customer information and use it to maintain, improve and innovate our products and processes. We operate our business with the shared belief that the better the service we provide you, the better the service you'll be able to provide your customers. So our lines of communication are always open around the clock so we can provide you the responsive customer support your business deserves. industry partnerships One of the reasons we continually invest in our product development is because we closely monitor changes within the payment processing arena. From our representation on boards and committees governing Visa® and MasterCard® associations to our partnerships with all entities that affect the merchant relationship from the Point Of Sale (POS) system to the data communication providers, we'll help you maintain a competitive edge within your industry. Currently we are working with industry leading Value -Added Resellers (VARs) in many vertical markets, but we are especially concentrating on the restaurant vertical market to become the de facto Gift Card industry leader, The certification process begins with our Product group in Tampa distributing Gift Card specifications to specific VARs.The VARs then code the software to the format as outlined in the specifications. Finally, the VARs and our Product group test to ensure all data is in the format required by our processing platform.To date,Atomic Software has certified with Paymentech for Gift Card while we have internally developed Gift Card "drivers" for the Micros 8700 and 3700 restaurant POS systems. POSitouch and Progressive Software are among others who are currently in the process of writing to our Gift Card specifications. keeping you on the forefront of payment innovation As your business grows, our goal is to remain your partner every step of the way You can rely on Paymentech to provide you with comprehensive service and support, because we are the payment solutions company. For more information about any of our products and services, visit our website at www.paymentech.com. payment Paymentech is the payment solutions company for businesses of all sizes and industries. We are uniquely positioned to meet the needs of our clients through comprehensive retail point -of -sale and direct response payment processing services, as well as third -party transaction authorization services. Paymentech's singular business focus on providing innovative payment solutions has resulted in an impressive 16-year track record of growth as a leading bankcard acquirer and transaction processor in a field marked by consolidation. Paymentech Statistics • Premier provider to the direct response industry for card -not -present transactions • Global provider of payment services for Internet retailers and online service providers, including processor for top five e-tailers • Leading processor of restaurant, lodging, specialty retail and petroleum/c-store bankcard transactions • Major third -party processor for financial institutions and independent sales organizations • Proprietary point -of -sale (POS) network for processing credit and debit cards, and electronic check authorization and capture transactions with a wide base of terminal and integrated POS system support Employees � 1500 Millions $ Billions $ Merzhara lncanons 490000 500 . 200n.. _ 479 100 lanuary-March 1 (nt Quarter) 414 93.3 ToniSac 909 million Bankmcudd 6a'ez Vol Volume $30 billion 400 e0 AT' l-Jane 200i (S¢ond'Q.a ) 344 . . 7oW Tramadons . 062 million Banlo d Saks Vol. $27 billion 300 b054 r Calendar 2000 - ToniTsansacbons-..34billion- ' aankad Salesvol�nne $109 billion ' 200. 40 0., 199e 1999 2000 1999 1999 Calendar Years CalendarYmn • 0 F e Paymentech- Corporate Headquarters 1601 Elm Street, Suite 900 Dallas,Texas 75201 (214) 849-3000 Corporate Headquarters (800) 934-1872 Retail Services (603) 896-6000 Direct Response Services (813) 354-4200Third-Party Services Major offices in Dallas,Texas; Salem, New Hampshire;Tampa, Florida; Columbus, Ohio; Tempe.Arizona; Atlanta, Georgia; and New York, New York. Executive Management Team: Michael P, Duffy, president and chief executive officer Dan Charron, president Paymentech e8usiness Scott Cruickshank, chief marketing officer Roger C. Hart, general counsel Keith Kennedy, chief strategist and general manager, Paymentech Direct Response Wayne LeRoux, general manager, Poymentech Network Services Laura C. Rogers, chief administrative officer Kathryn J. Smith, chief financial officer George J. White, chief operating officer www.paymentech.com PTI-07/01 - ��� J\» ? o rn F �u Y b y F 'C F .O rC W F � .0 !L dl o O F .v b aJ O rC C y ro N ro vi '� rll fC N C ft n N Y N N rd u V J {ll n G V fJ U _ jj w Qj - :OJ _ Q W. BANK 0NE. We have one of the most extensive Group Banking programs in the country. Dedicated Group Banking professionals bTing the package to your employees. • Direct deposit participation is dramatically increased. • Employees see the program as an additional company benefit. • Execution is a turnkey proposition —minimal time and energy is expended by your staff. • Actual product package, Bank One at Work, is extremely valuable with: — Solid discounts —Special offers • We employ a unique, powerful system to make direct deposit sign-up "automatic" for your employees. • We can provide reports on the number of employees taking advantage of the program at the national, state, city, and even single location level. • All this at no cost to your company. We make sure that all employees have the opportunity to participate, both newly hired and current associates. We are available 24/7 for a vast variety of presentation types, from new employee orientations to cafeteria table discussions. For more specifics about this program, please contact your local Group Banking sales representative. Member FDIC 10 0 200i BANK ONE CORPORATION "EXHI3IT "C" DEPOSITORY AGREEMENT REQUEST FOR PROPOSAL CITY OF DENTON, TEXAS NOVEMBER 2003 l OPENING DATE: November 17, 2003 NOTICE TO BIDDERS Sealed bid proposals will be received by the City of Denton, Texas at the office of the Purchasing Agent prior to 2:00 p.m., then publicly opened to purchase the following listed items as per bid instructions and specifications. BID # - REQUEST FOR APPLICATION FOR BANK DEPOSITORY SERVICES Qualified prospective bidders may obtain copies of the bid invitation with information to bidders, bid proposals, plans and/or specifications at the office of the Purchasing Agent, located at 901-B Texas Street, Denton, Texas in the Purchasing/Warehouse portion of the Service Center complex. The City of Denton, Texas reserves the right to reject any and all bids and to waive defects in bids. No officer or employee of the City of Denton shall have a financial interest, direct or indirect, in any contract with the City of Denton. Minority and small business vendors or contractors encouraged to bid on any and all City of Denton projects. CITY OF DENTON (940)349-7100 TOM D. SHAW, C.P.M. PURCHASING AGENT This advertisement to run I. INTRODUCTION The City of Denton is seeking applications from eligible financial institutions ("Bank") to be the banking services depository for public funds of the City. This agreement will not cover any investment transaction activities other than safekeeping services and possible purchase of certificates of deposit within a pre -deemed limit. The City plans to manage its own investment portfolio. The contract period will be two (2) years beginning March 1, 2004 and ending February 28, 2006, with a provision for a one (1) year continuation up to three (3) additional years under the same terns and conditions of the contract, subject to the mutual agreement of both parties. The contract will also provide for an extension period not to exceed ninety (90) days for the transition to the new Bank depository. At the outset, the City wishes to communicate the primary objectives of the depository agreement, an important component of the overall treasury and debt management program of the City of Denton: • To seek a Bank that is both capable of providing comprehensive banking services, and willing to be attentive to the City's money matters. • To maximize the total dollars earned by the City on investment monies in order to be prudent and effective custodians of the taxpayers' financial resources; • To maintain a good working relationship with the depository Bank; and • To adequately compensate the depository Bank for services provided to the City and to allow a reasonable profit to be earned, subject to competitive forces in the market place. • To fully comply with the requirements of Texas Local Government Code Chapter 105, as amended. This Request for Proposal (Bid) is intended to serve as the proposal form for the depository agreement. There are several blanks to fill in and questions to be answered. Any alterations, changes, or deletions to this Bid may be reason for the City to disregard and reject the proposal. Any terms in this Request for Proposal which are in conflict with Chapter 105, as amended, of the Texas Local Government Code shall be deemed superseded by such chapter. Conflicts discovered between this RFP and state law by a bidder should be notes in such bidder's proposal form. Bidders will be required, if awarded the depository agreement bid, to execute the documents attached as Exhibits A, B, and C, unless bidders note in their bid exceptions to the terminology in such exhibits. City will disregard any exceptions which conflict with Chapter 105 referenced above. All points outlined and materials requested will be incorporated into the bidder's reply to be considered for evaluation. Attachments will be appropriate in order to answer some of the enclosed questions. Questions regarding this Bid may be addressed to: Purchasing Agent, c/o City of Denton — Purchasing Department, 901-B Texas St., Denton, TX 76201; FAX 940-349-7302. II. CALENDAR OF EVENTS Target Date Description of Events November 17, 2003 Bid sent to all banks located in Denton and those outside the city limits that requested a copy November 22- December 7, 2003 Advertise Bank depository notice in local newspaper December 9, 2003 Receive proposals from interested banks December 17, 2003 Review recommendation with the Investment Committee February 7, 2004 City Council to award contract March 1, 2004 New Bank depository contract period begins III. CRITERIA FOR EVALUATION A. The City staff will review the submitted proposals carefully. The recommendations will be based on the proposal determined to be best on behalf of the City and the taxpayers. The following areas will be considered in the evaluation of the proposals: CRITERIA • Ability to perform the requested services • Lowest aggregate cost of banking services • Agreement to points outlined in this Bid and Contract WEIGHTED PERCENTAGE • Financial condition & ability to meet collateral requirements • Safekeeping/collateral agreements accepted • Quality of all reports requested 30% 20% 15% 15% 10% 10% B. In order to be considered, the depository must be a federal or Texas -chartered bank. Each proposal must provide the following information: 1. The amount of paid -up capital stock and permanent surplus for the depository. 2. Audited financial statements for the most recent reporting year. 3. A list of the depository officers. 4. A list of the depository directors. 5. Ratings on outstanding debt. 6. Proposed wire transfer agreement/contract. 7. Sample account analysis and monthly bank statement (must show city requirements LY.B & E). 8. Availability of funds schedule. 9. Proposed collateral agreement. 10. Proposed custody/security safekeeping agreement. 11. Any additional contracts or agreements requiring City approval (ACH, Credit Card Processing, Lockbox etc.) 12. RFP documents including fee schedule. 13. Daylight overdraft policy. 14. Reference list of agencies currently using your institution's lock -box services. 15. Sample daily lock -box transmission reports. 16. Sample monthly lock -box activity reports. C. All RFPs must include a completed fee schedule in the form provided. Only the charges listed in Section IV: B. Services and Fees will be acceptable in the monthly account analysis. Once selected as the City's Depository, no additional or increased fees for services in the fee schedule may be charged to the City during the initial two (2) year contract period. An account analysis must be forwarded to the City each month for review. Upon review and any necessary corrections, the City will authorize a debit to its General Account. Under most circumstances, the review should be completed in five (5) business days. No interest or other late charge payment shall ever be due. D. Services may be modified by mutual agreement. It is expected the range of services described in this RFP will be used for the length of the contract; however, the City may discontinue any service after sixty (60) days written notification to the depository. Services may also be added, with costs of new services to be negotiated at that time. IV. BANK QUESTIONNAIRE The Bank is requested to thoroughly answer the following questions. Additional pages may be appended if space is inadequate. How is the Bank chartered? 2. What percent of current loans are classified as non -performing? 3. Does the Bank have any significant problems noted by regulatory agencies in the past twenty- four (24) months? If "yes", please explain. 4. Indicate the Bank's capital to assets ratio for the last five (5) years. 5. What was the Bank's 2003 return on assets (ROA)? 6. Attach copies of the Bank's most recent FDIC PBR call reports. Is the Bank a branch bank or will it soon become a branch bank? If so, please indicate which services will be provided from the Bank's present location and which will be provided from the main Bank. Also, please indicate service location throughout the proposal where applicable. V. ACCOUNT DESCRIPTIONS A. General The City intends to establish the following Bank accounts: Account Name Type Employee Claims Account Zero -Balance Account Operating Account Zero -Balance Account Sinking Account Zero -Balance Account Payroll Account Zero -Balance Account Concentration Account Super Now Account CDBG Account Zero -Balance Account The City reserves the right to open or close any number or type of accounts throughout the period if necessary although no changes are anticipated. B. Services and Fees The service which should be made available to the City include but are not limited to the following: TOTAL FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 1. 10 accounts Account Maintenance 2. Cash Management System (computer reporting system which lists previous and current day balances, debits, credits, averages, and check presentments for all accounts) 3. 900/month Deposit tickets (credit posting) 4. 25,000/month Items deposited (encoding) 5. 3,500/month Items paid (debit posting) 6. 30/month Incoming wire transfer by computer 7. 50/month Outgoing Wire by Cash Mgt System 8. 2/month Outgoing Wire by Phone 9. 5/month Outgoing Wire by ACH transfers 550/month Incoming Wire by ACH Transfers 10. 2/month Stop Payment by phone 11. 10/month Stop Payment by Cash Mgt System 12. 150 books/mo. Deposit slips printed (serialized & coded by location) 13. Ilbox Safe deposit boxes (1Ox10) 10. 4 hrs./month Research hours 11. 1 account Controlled disbursement service charge 12. 60/month Return items TOTAL FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 13. 120/month Return items recleared 14. 1 account 13/month 12/month 10/month $320 million 13/month 15. Bi-weekly Payroll 16. 17. Quarterly 3,500 Securities clearing and safekeeping a) Maintenance charge b) Receipts deposited c) Receipts withdrawal d) Coupon collections e) Safekeeping of assets, per receipt f) Book -entry security transfers via Federal Reserve, per transaction Fees for direct deposit services for employees (1,260 employees, total payroll = $1,300,000) a) Tape charge b) Credit/debit posting c) Other (list each specific charge) Check Clearing Service a) Software charge b) Quarterly CD-ROM Charge c) Other (list each specific charge) Partial Account Reconciliation 3,500 Full Account Reconciliation 18. 3,500 Postive Pay Processed 500 Rejections 19. TOTAL FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 3,500 Check Imaging Monthly/Quarterly Disk 20. 2 Sites Automated Teller Machines 21. List any other applicable Bank charges: NOTE: Under a straight fee arrangement with the Bank, analysis charges would be debited to the control concentration account and an analysis fee statement will be mailed to the City each month. Under a compensating balance method, all accounts would be tied to a main account and collected balances would be maintained to offset service charges. Also note, that estimated volume above are projections based on current annual volumes. C. Automatic Payroll Deposit is a service the City offers its 1,260 employees. The Bank would be required to produce bi-weekly payroll transfers furnished by the City in ACH format for the transfer of funds directly to the employee bank, savings and loan, or credit union account. Please state the Bank's procedure for this service and list appropriate cut-off times that would apply. The City's net payroll is approximately $1,300,000 each pay period. State whether the Bank would offer any type of special checking, money market, or loan account for the City employees. D. Does the Bank offer any type of sweep account where excess City funds could be invested at a higher rate overnight than in a Super Now account arrangement? Does the Bank have money market funds consisting of treasuries, agencies, prime commercial paper, prime domestic bankers acceptances and collateralized or insured certificates of deposit, that the City could utilize daily as an investment alternative? If so, please explain the fund's parameters and interest earnings history or attach a separate prospectus. E. Automated Teller Machines (ATM) The Bank will install and maintain ATM units at the following locations: • Denton Municipal Complex, 601 E. Hickory • Water Works Park, 2400 Long Road The City agrees to furnish a lighted, inside location and sufficient electrical power for each machine installation. Note: The City of Denton reserves the right to remove this section from consideration in the award process and to re -bid an award under a separate cover. F. Lockbox The City desires lock -box services for the purpose of collecting and processing the City's utility and property tax revenues. The City separates utility bill collections and tax collections into (2) divisions because of their unique needs and record keeping constraints. Services and Fees: FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 1. Lock -box Services 25,000 payments Utility Payment Processing (12 months of service) 100 payments Utility Payment -Rejection (Flag accounts for Payment Rejection -"Cash only" customers) 1,500 payments Avg Tax Payments Processing (Oct thru March Only) 1,500 payments Avg. Electronic Image of Tax Payments (Oct thru Mar) -Checks Only 1,500 payments Avg Electronic Image of Tax Payments (Oct thru Mar) — Correspondence & Envelopes 2. List any other applicable Bank charges: NOTE: The following requirements must be met for full consideration. • The provider must obtain two (2) post office boxes: one for utility payments and one for tax payments. • The provider must be capable of processing approximately 25,000 pieces of mail per month, with a seasonal increase at tax time, up to 33,000 pieces. Processing includes: retrieving mail from post office, opening all correspondence, balancing contents, direct deposits to the City's bank account, transmitted updates/posting to the City of Denton customer accounts. • The provider must notify the City of all miscellaneous correspondence received through lock - box (i.e, address changes, payment extension requests, etc). • The provider must submit daily and monthly reports, indicating the number of pieces received and the total revenue deposited for utilities and tax. • The provider must transmit data and images electronically, on a daily basis, by 1:00 p.m., in order to expedite cash flow and customer updates. • The provider must return the tax payment envelopes from January 3 1 " through March 315` . G. Credit Card Services - The City desires credit card services for the purpose of collecting credit card payments for 17 remote sites and 4 internet sites. The T7P Hypercom terminals are used in all seventeen remote sites. Skipjack operates as the intemet gateway for the 4 intemet sites. TOTAL FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 1. 21 Merchant accts _ 2. 3,895 units/per month _ or $608,708/per month 3. 94 units/per month or $1,404/per month The following requirements must be met for full consideration. • AAVS and CWI verification is required. • Payment processing not to exceed forty-eight hours. H. Pavment for Services Account Maintenance Total Volume Total Chargebacks The City intends to pay for all account services provided by the Bank as set forth in Section V. B. The method expected to be used for the payment of these services is the direct payment method. The Bank should debit the appropriate account on a monthly basis. The City will require an account analysis each month which will clearly show volume counts, fees charged, and total price for servicing the account. The account analysis should also show average ledger balances, average uncollected funds, and average collected balances, interest rates and the amount of interest paid or credited to the account. These fees are not subject to change for the length of this account. Please submit a sample of the monthly account analysis statement that will be provided and paid monthly. Please submit a sample of the safekeeping account analysis. I. Collected Funds Definition The City desires to receive same day credit for all funds deposited by 3:00 p.m. The funds should be investable for any investment transactions that can be executed. If not invested, the funds should earn interest at the rate being paid for Super NOW accounts. Please attach availability schedule. Use a separate attachment if necessary. J. Super NOW Rates Please provide a detailed explanation of the Bank's policy and methodology used in the setting of rates paid on Super NOW accounts. Also, provide a schedule of all rates paid on Super NOW accounts since January 1, 2003. Specifically indicate if the rates are applied to ledger balances or collected balances. Indicate when the rates change and if they are based on a market rate such as T-Bill discount or yield rate. If the Bank proposes to pay the City a different rate on its Super NOW accounts, indicate that proposal. K. Other Services Please specify any other services available to the City of Denton which may be thought to be beneficial or that may apply to the City. State all related fees. VI. SAFEKEEPING/COLLATERAL REQUIREMENTS A. Securities Pledged As security for the deposits of the City of Denton, the Bank shall pledge to the City securities equal to the largest total ledger balances the City of Denton maintains in the Bank. Certificates of deposit and other evidences of deposit shall be collateralized at 102% of market withlby U.S. Treasury Bills, Notes, and Bonds or any other securities approved by the Director of Fiscal Operations with a remaining maturity of five years or less. The securities so pledged, the amounts thereof and the time for pledging same must satisfy the requirements of Texas Local Government Code Chapter 105, as amended. Additionally, U.S. Treasury securities shall be the primary securities accepted as collateral. B. Collateral Substitutions Any substitutions of the securities or reductions in the total amount pledged may be made only by and with proper written authorization approved by the City Manager, the Assistant City Manager of Fiscal and Municipal Services, Director of Fiscal Operations, or his designated representative. hi the case of reduction, the Bank must provide in writing that collateral will be available when needed to meet normal City balance increases throughout the year. The City must approve all securities pledged. Any state or local government bonds pledged must have a rating of at least A or A 1 or better by Moody's Investor Services or Standard & Poors Corporation. C. Custodian of Collateral Securities pledged as collateral must be retained by a third party custodian, that is, a subscriber to the Fed Security Wire, and held in joint safekeeping for the Depository and the City. The custodian must be approved by the City and be: a state or national bank domiciled in Texas, a federal home loan bank, or a Federal Reserve Bank or branch of a Federal Reserve Bank. The City shall be provided the original safekeeping receipt on each pledged security which will be filed with the Director of Fiscal Operations of the City of Denton. Written release by the City is required for all releases or substitutions of pledged accounts. D. Reporting Requirements The Bank shall provide the City a report of securities pledged on a monthly basis or at any time requested by the City Manager, Assistant City Manager of Fiscal and Municipal Services, Director of Fiscal Operations, or a designated representative. This report should reflect the following information as of the end of each month and be delivered to the City by the 5`h of each month. Total pledged securities itemized by: • Name • Type/Description/Cusip Number • Par Value • Current Market Value • Maturity Date • Moody's or Standard & Poors Rating (both, if available) E. Eligible Securities The following investment securities are approved for collateral: 1. United States Treasury notes, bills or bonds or obligations fully and unconditionally guaranteed as to principal and interest by the full faith and credit of the United States; 2. Obligations of the Federal Home Loan Bank, Federal Home Loan Mortgage Corporation or Federal National Mortgage Association; and 3. FDIC coverage. The City will not allow Government National Mortgage Association securities or any other asset backed/pooled type securities as collateral. These items constitute the only acceptable means of collateralizing the City's deposits. The securities must be held in a safekeeping by a third party financial institution pursuant to a safekeeping agreement signed by the Depository Bank and the City. Repurchase agreements are not acceptable as collateral to the City of Denton. F. Safekeeping Requirements The securities pledged shall be held in safekeeping by a separate and different Bank other than the depository Bank. The original copy of all safekeeping receipts shall be filed with the Director of Fiscal Operations of the City of Denton. The City will reimburse the depository Bank for any safekeeping charges, if any. Specify the safekeeping charges that will apply: The City, Depository Bank, and the Safekeeping Bank shall operate in accordance with a master safekeeping agreement signed by all three parties. The safekeeping agreement must clearly state that the Safekeeping Bank is instructed to release the collateral securities to the City if the City has determined that the Depository Bank has failed to pay on any accounts, or is in default of this agreement, or the City has determined that the City's funds are in jeopardy for whatever reason including involuntary closure or change of ownership, and if the instructions for release have been formally requested by the City Council by ordinance or resolution. A copy of the safekeeping agreement and the name of the safekeeping Bank to be used in the event you are awarded the Bank Depository Agreement must be submitted with the proposal. G. Maximum Amount Offered Please state the maximum amount, if any, of pledged securities which the Bank is willing or able to commit for collateralized Super NOW accounts throughout the contract period above the $1,000,000 minimum requirement. $ H. City to Handle Investments The City of Denton will be responsible for handling the investment bidding process. The Depository Bank, along with any eligible financial institution shall be included in the bidding process as deemed appropriate and in accordance with the City's investment policies. I. Safekeeving/Wire Services The Depository may act as transfer agent for some or all security transactions undertaken by the City. All transfers made shall be executed delivery versus payment, (i.e. payment shall not be made until the security is received). The Depository must have the capability of executing on behalf of the City: physical; DTC; and Federal book entry security purchases and sales through the Federal Reserve Bank or a New York correspondent bank. The City requires that security purchase and sale instructions be transmitted to the Depository on-line. The City also requires the ability to review the status of security transactions on-line. Controls for securities clearance will be established by mutual agreement. Please enclose a proposed security clearance/custody agreement with your RFP. Safekeeping confirmation of all City security transactions will be issued and mailed to the City within two business days of settlement. Written communication of all security call and put option notices will also be mailed to the City as soon as the Depository receives the notice. A monthly report listing all City securities held in safekeeping will be mailed to the City within seven working days of the end of each month. J. Interest Rates Paid — Certificates of Deposit The City may choose to invest in the certificates of deposit in the depository Bank or any other eligible financial institution. The depository Bank agrees to accept time deposits from the City for investment purposes in the form of certificates of deposits in varying amounts and maturities at rates determined by the depository's competitive bid as submitted in accordance with periodic competitive bid solicitations conducted by the City. K. Interest Rate Calculations Interest on all certificates of deposit shall be computed on an actual day basis (365), and the interest will be paid to the City on the maturity date. Interest calculations will include the first day in the investment period but will not include the day of maturity. Payment will be made by crediting the Bank account. VII. OVERDRAFTS A. Definition The City does not intend to have a net overdraft position throughout the course of the contract. An overdraft is defined as a negative demand balance in the City accounts collectively, not by individual account. B. Terms Should an overdraft occur in the aggregate, the following stipulation shall apply: 1. The maximum number of days the overdraft will be allowed is 2. The maximum amount of the net overdraft to be allowed will be $ 3. The interest rate charged for overdrafts will be per annum computed on the actual day basis. VIII. INFORMATION SERVICES A. Account Reconciliation The City will process its own reconciliation for its accounts but requires data as follows: 1. Monthly statements on all accounts showing overall activity shall be mailed within five (5) working days after the close of the calendar month. Statements shall include deposits made on the last day of the period. The accompanying checks shall be arranged in ascending numerical order for the General Fund Account which will include operating checks and payroll checks. All other account statements should include debit/credit advices which the City will be responsible for placing in numerical order. The City requires a report reflecting all items paid in serial number sequence, which is balanced to the Bank statement (partial account reconciliation). (Please provide a sample monthly statement with your RFP). 2. The Depository shall also provide the City with a magnetic computer file of the transactions for each account. The file is to be transmitted by modem, tape/disk, or e-mail. Requirements for the file will be provided at a later date. A computer printout of all activities should accompany the magnetic tape. Each debit or credit item, other than checks, deposits, or wire transfers, shall be supported by a written explanation identifying such item. B. Check Safekeeping Service All paid checks shall be returned to the City monthly along with the monthly statement. In addition to the return of the checks, all checks shall be captured monthly on a compact disk (2 copies) and sent to the City. This process should allow the City to search for cleared checks and print the image of a cleared check. The checks returned in the monthly statement do not require sorting, as long as the compact disk images are available. Please include any software cost associated with this service in the fee schedule section. The City may require a demonstration by the Depository of this service. IX. OTHER STIPULATIONS A. Regulation Notices The Bank will notify the City in writing within ten (10) days of any changes in Federal or State regulations or laws that would thereafter affect the depository agreement. The Bank shall also notify the City of any new services that become available to the City throughout the contract period. B. Wire Transfers The City shall submit all outgoing wire transfers to the Depository according to its published cutoff times established for current customers. The Depository shall maintain wire transfer facilities to the Federal Reserve Bank for investment purchases or sales and other transactions with financial institutions. Written confirmation of such transactions will be provided to the City and a duplicate copy of the debit or credit shall be furnished to the City within twenty-four (24) hours. Notification to the City of incoming wire transfers or problems with outgoing wire transfers shall be made within one (1) hour of the transaction. The City requires that all outgoing wire transfers be released within one hour. In addition, all wire transfers (both incoming and outgoing) must be properly noted on the bank statement. (i.e., Wire Transfer- State Comptroller). The Director of Fiscal Operations or the Treasury & Tax Manager will authorize all wire transfers on behalf of the City. In the event of computer problems or other unexpected difficulties, the Depository shall use whatever means necessary to ensure that the City's outgoing wire transfers are completed on the date specified through City initiated instructions. C. Debit and Credit Adjustments The City requires that a copy of all debit and credit adjustments be mailed to the Controller with supporting documentation, as the entries are made throughout each month. The City's monthly statement should also include a copy of all debit and credit adjustments. Adjustments should include descriptions, dates, and amounts in order for the City to properly adjust its books. The City shall not be responsible for the cost of credit and debit adjustments necessitated by Bank. D. Account Balances The Bank shall have a means of contacting the City prior to 9:00 a.m. each business day to give the ending ledger balances for all accounts from the previous working day. E. Bank Statements Bank statements or statement activity shall be rendered by the fifth working day after the close of the calendar month. The statement must include deposits made on the last day of the month. The accompanying checks must be arranged in numerical order. In addition, the City requires that all transactions (customer deposits, credit card deposits, charge backs) must be noted with a location name or unique identifiable number on the bank statements. F. Right to Audit Records The Banks' records relating to the City of Denton accounts shall be open to review by either City staff members or City -appointed independent auditors during normal business hours. G. Financial Reports The Bank will submit a copy of the last audited annual financial statements and the subsequent quarterly supplements along with an annual year end uniform Bank Performance Report. H. Investment Extension Period The Bank agrees to honor and continue any investments made during the term of the depository contract that will mature after the expiration date of the depository agreement at the same rate established before the expiration of the contract. The investment extension period will not exceed ninety (90) days. I. Bank Failure Should the Bank fail, close, or be forced into reorganization during the term of this contract, City reserves the right to cancel the contract and re -bid for City's depository services. J. Research Requests The City requests that all research requests be turned around within three (3) business days of the request. K. Returned Items All checks deposited by the City that do not clear the first time, should be submitted a second time before returning them to the City. Returned checks that do not clear on the second attempt shall be returned to the City within two (2) business days. The City shall receive same day telephone notification of all return items in excess of $5,000. L. Transition Schedule Please provide a schedule documenting the transition of transferring the City's banking services from the current Depository to your institution. X. PROPOSAL INSTRUCTIONS A. Date, Time, Location Sealed proposals clearly marked "Proposal for Bank Depository Agreement" should be delivered to the Purchasing Division located at the City's Service Center, no later than 2:00 p.m., December 9, 2003 to the attention of: Tom Shaw Purchasing Agent 901-B Texas St. Denton, Texas 76201 NO PROPOSAL WILL BE RECEIVED AFTER 2:00 P.M. A. Response to the Bid The proposing Bank should use this Bid form to submit rates and to answer questions wherever possible. However, any point that the Bank cannot agree with should be clearly noted with attachments which explain this disagreement. Please reference the section and paragraph in these cases. Also, please clearly restate the question when supplying answers on any supplemental pages. B. Additional Information The City reserves the right to request additional information or to meet with representatives from proposing organizations to discuss points in the proposal before and after submission, any and all which may be used in forming a recommendation. C. Right to Reject Bids The City reserves the right to reject any and all proposals. XI. OTHER MISCELLANEOUS A. Periodic Review The City of Denton shall require a review meeting at least once every six months to evaluate the working relationship between the City and the depository Bank. The objective will be to address any problems and to seek a responsible solution. More frequent meetings may be called if necessary. B. City Council Action The final appointment of a depository Bank will be made by City Council of the City of Denton. C. Bid Advertisement This Bid will be duly advertised and is being offered for consideration to all financial institutions inside the corporate limits of the City of Denton, as permitted by state laws. D. Desienation of Individuals Upon being awarded the contract, the depository Bank shall designate, in writing, an individual to be the official contact person for all correspondence. The City of Denton shall do the same. The Depository Bank shall be responsible for training and communicating the terms of this contract to Bank employees. XII. SUBMISSION CHECK A. `Bid" with fill -in -the -blank format. B. Sample bank statement (must show city requirements Dt B & E). C. Availability of funds schedule. D. Money Market Fund prospectus if applicable. E. Sample monthly collateral report. F. Sample safekeeping agreement with the Federal Reserve Bank for collateral. G. Sample safekeeping agreement with Depository Bank for the City's investment securities. H. Sample controlled disbursement agreement. I. Sample wire agreement. J. Sample stop payment agreement. K. Sample account analysis statement. L. Annual financial statement of the Bank along with the last two quarterly FDIC call reports M. Reference list of agencies currently using your institutions lock -box services. N. Sample daily lock -box transmission reports. O. Sample monthly lock -box activity reports. P. Transition schedule.