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1993-176b \depos,to NOTE THIS ORDINANCE HAS BEEN AMENDED BY ORDINANCE 99-117, A COPY OF WHICH IS ATTACHED NOTE ATTACHED BID BACKUP IS NOT IN ORDINANCE BOOK NO 3 - 6 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON DESIGNATING DEPOSITORIES FOR CITY FUNDS FOR A TERM BEGINNING OCTOBER 1, 1993 AND ENDING SEPTEMBER 30, 1995 WHEREAS, the City of Denton has notified all the banking in- stitutions within the City of its intent to receive bid applica- tions for the custody of city funds for a term beginning on October 1, 1993, and ending on September 30, 1995, and WHEREAS, the City of Denton has received bid proposals from banking institutions desiring to be designated as the prime de- pository 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 proposals, that First State Bank of Denton, Texas has submitted the proposal offering the most favorable terms and conditions to the City for the handling of such funds, and WHEREAS, the City of Denton desires to maintain banking re- lations with the following institutions and to name those insti- tutions as additional depositories for the City of Denton Bank One, Denton Bank One, Dallas NCNB, Fort Worth NCNB, Dallas North Texas Savings, Denton Ameritrust, Dallas, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SEQTION I That First State Bank of Denton, Texas 1s hereby selected and designated as the primary depository for operations and payroll accounts and banking services beginning October 1, 1993, and ending September 30, 1995 SECTION II That the proposal of said institution 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 accepted SECTION III That Bank One, Denton, Bank One, Dallas, NCNB, Fort Worth, NCNB, Dallas, North Texas Savings, Denton, Ameritrust, Dallas are hereby designated as depositories for the City of Denton, in accordance with the terms of the proposals submitted and accepted, copies of which are attached hereto and made a part hereof SE~ ION IV That the following officials, Lloyd V Harrell, City MaXnager, Rick Svehla, Deputy City Manager, John F McGrane, Executive Director of Finance, Kathy Dubose, Director of Accounting and Budgeting, and Harlan Jefferson, Director of Treasury Operations, are hereby authorized to transact business with the above listed institutions regarding daily banking transactions or investments for the City of Denton SEC 0 V That this ordinance shall be effective immediately from and after its passage and approval by the city Council of the City of Denton PASSED AND APPROVED this the 'gl day of M 1993 CASTLEBERRY, ATTEST JENNIFIR WALTERS, CITY SECRETARY BY APPROVED AS TO LEGAL FORM DEBRA DRAYOVITCH, CITY ATTORNEY BY /l1/f C c U Page 2 E \WPD0CS\0RD\DEP0S17 PLE NO W-//7 AN ORDINANCE AMENDING ORDINANCE NO 93-176 RELATING TO THE DESIG- NATING OF DEPOSITORIES FOR CITY FUNDS TO PROVIDE FOR THE EXECUTION OF DEPOSITORY PLEDGE AGREEMENTS BETWEEN THE CITY AND SUCH DEPOSITO- RIES, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City's independent auditing firm has recommended that depositories for City funds execute pledge agreements with the City that clearly delineate collateral responsibilities, levels and safekeeping duties of depositories, and WHEREAS, the failure of the depositories and the City to exe- cute depository pledge agreements could result in the loss of col- lateral if a depository were to go into bankruptcy based on the court decision in North Arkansas Medical Center v Barrett, 962 F 2d 780 (Eighth Circuit, 1992), NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I. That Ordinance No 93-176 relating to the designating of depositories for City funds is amended to provide that the City and its depositories (where the possibility exists that at any point in time funds of the City in excess of $100,000 may be on deposit) shall execute Depository Pledge Agreements in a form substantially the same as the pledge agreement between the City, First State Bank and Nations Bank, attached hereto and made a part hereof for all purposes The terms of such pledge agreement may be modified only if the City Manager and City Attorney agree with the revised text SECTION II. That the Council hereby authorizes the City Manager to execute such agreements on behalf of the City of Denton ;ISECTION III. That this ordinance shall be effective immedi- ately from and after its passage and approval by the City Council of the City of Denton PASSED AND APPROVED this the day of , 1994 ATTEST JENNIFER WALTERS, CITY SECRETARY BY APPROVED AS TO LEGAL FORM DEBRA A DRAYOVITCH, CITY ATTORNEY BY A G%C~ ~ -~C ` 4 PAGE 2 DEPOSITORY PLEDGE AGREEMENT Whereas, City of Denton (hereinafter called Depositor') has selected FIRST STATE BANK OF TEXAS, a bank chartered by the State of Texas, (hereinafter called the 'Bank"), as a depository for certain of its funds in demand deposits and/or interest bearing time deposits entitled as follows Account Name(s) Employee Claims Account Operating Account Utility Sinking Fund Payroll Account Rehabilitation Commission Transportation Grant CDBG Commercial Development Block Grant Control Concentration City of Denton Cloride Branch Security Account Industrial Development Authority Denton Retirement & Nursing Center Finance Authority Account Type of Account Number Public Funds Checking 00 1009 0 Public Funds Checking 00 1016 5 Public Funds Checking 00 1017 3 Public Funds Checking 00 1077 7 Public Funds Checking 00 1363 1 Public Funds Checking 00-3104 7 Public Funds Checking 01-31847 Public Funds NOW Checking 00 1395 3 Public Funds NOW Checking 00 1408-4 Public Funds Money Market 50 0018 7 Public Funds Money Market 51 0571 3 Public Funds Checking 00-12492 Public Funds Checking 01 09397 and such additional accounts as Depositor may from time to time designate and the Bank desires to be the depository of such funds, and WHEREAS, any and all cash balances in any funds deposited with the Bank must be continuously secured by a valid pledge to Depositor of certain securities (being herein called the "Approved Securities") Approved Securities shall mean all securities which under the laws of the State of Texas can be used to secure the deposits of Depositor The aggregate market value of the Approved Securities shall at all times be, exclusive of accrued interest, equal to or in excess of the total funds of Depositor on deposit with the Bank, to the extent that said funds are not insured by the Federal Deposit Insurance Corporation NOW, THEREFORE, for value received and in consideration of the mutual promises and covenants herein contained, Depositor and the Bank agree as follows Page 1 1 Depositor deposits shall be secured and Bank hereby grants a security interest to Depositor in all Approved Securities held in safekeeping at Nations Bank, Texas, (the "Safekeeping Institution") Except as provided in paragraph 6 of such Approved Securities shall be subject only to the point instructions of both (a) authorized individuals appointed by Depositor, and (b) specifically authorized officers of the Bank The Depositor shall provide to the Bank written notice and specimen signatures of authorized representatives of Depositor on Addendum A of this document for the purposes hereof, and thereafter written notice of the removal from or addition to the existing names of such authorized representatives The Bank shall provide to the Board of Directors of Depositor or its authorized representatives written notice and specimen signatures of authorized officers of the Bank on Addendum B of this document for the purposes hereof, and thereafter written notice of addition to or removal from the existing list of names of such officers 2 The Bank may make additions to or substitutions of Approved Securities from time to time and may withdraw excess Approved Securities, with the amount and character of the new and/or remaining securities to be subject to the approval of Depositor If the Approved Securities, so proposed for substitution are of the kind, character, amount, and value required by law, such substitution shall be permitted If approved, the substituted Approved Securities shall thereafter be subject to all the terms and conditions of this Pledge Agreement as fully as if originally incorporated herein 3 Contemporaneously with the execution of this agreement and at the time of the substitution or release of any of the Approved Securities, the Bank shall execute and deliver to Depositor a Memorandum describing the Approved Securities deposited to or withdrawn from the securities held pursuant to this Agreement 4 The Bank shall not be obligated to accept interest bearing time deposits of Depositor in excess of $20,000,000 (twenty million dollars), but may choose to accept such deposits at its discretion 5 The Bank shall faithfully do and perform all of the duties and obligations required by the laws of the State of Texas for depositories of Depositor, and shall upon presentation pay all checks drawn on it by the duly authorized representatives of Depositor against collected funds of Depositor on demand deposit, and shall at the expiration of the term for which it has been chosen as depository of Depositor turn over to its successor all funds, property and things of value coming into its hands as depository 6 Upon default of any of the Bank s obligations hereunder or upon insolvency of the Bank or upon the appointment of a receiver of the Bank and at any time thereafter, Depositor may sell at public or private sale the Approved Securities or any part thereof and apply the proceeds of such sale to the satisfaction of any indebtedness caused by virtue of said default This right is in addition to other remedies which Depositor may have under this agreement and without prejudice to its rights to maintain any suit in any court for redress of injuries sustained by the Depositor under this Agreement Page 2 7 The Safekeeping Institution named herein hereby agrees to hold all Approved Securities deposited with it pursuant to the terms of this Agreement and to deliver them in accordance with the terms hereof Additionally, Safekeeping Institution agrees to serve as collateral agent for Depositor to the extent necessary to allow Depositor to perfect its security interest granted herein in the Approved Secure ties 8 This agreement may be terminated by either the Bank, Depositor or the Safekeeping Institution by giving thirty (30) days prior written notice to the other parties 9 All applicable provisions and requirements of the laws of the State of Texas governing depositories for Depositor sh~all/be a part of this Agreement WITNESS the execution hereof this a ' day of 1~ 1994 ATTEST DEPOSITOR BY el f/~• G!/~ N&Rt ~ U1# ,V M ATTEST MTV nc ncklI nm bA IV R u BY NAME ATTEST BY NAME A, t o~Dl FIRST STATE BANK OF TEXAS A Bank Chartered by the State of Texas BY NAME William E Bonds TITLE Executive vice President/CFO SAFEKEEPING INSTITUTION Nations Bank, Texas A Bank Charted by the State of Texas r BY NAME TITLE ` Page 3 ADDENDUM A The following designated individuals are authorized representatives empowered to direct FIRST STATE BANK OF TEXAS, a bank chartered by the State of Texas (the Bank') and NATIONS BANK, TEXAS, (the "Safekeeping Institution ) selected under Item 1 of the Depository Pledge Agreement in regard to collateral pledges, releases and substitutions in the point safekeeping account Such pledges, releases and substitutions shall follow procedures set forth in the Depository Pledge Agreement Name and Title Lloyd V Harrell City Manager Rick Svehla Deputy City Manager Kathy DuBose, Acting Executive Director of Finance Harlan L Jefferson, Director Treasury Operations Page 4 Authorized Officers Sianature ADDENDUM B FIRST STATE BANK OF TEXAS, a bank chartered by the State of Texas (the Bank ) has designated the following officers as specifically authorized to instruct City of Denton (the "Depositor") and NATIONS BANK, TEXAS (the Safekeeping Institution') selected under Item 1 of the Depository Pledge Agreement in regard to collateral pledges, releases and substitutions in the point safekeeping account Such pledges releases and substitutions shall follow procedures set forth in the Depository Pledge Agreement Authorized Officer's 2Si nature Name and Title William E Bonds, Exec VP/CFO/Cashier Deborah Darley, VP & Controller Greg Lytle, Accounting Supervisor Page 5 CERTIFICATE OF SECRETARY OF THE BOARD OF DIRECTORS OF FIRST STATE BANK OF TEXAS A BANK CHARTERED BY THE STATE OF TEXAS The undersigned, being the duly appointed Secretary of the Board of Directors (the "Board") of FIRST STATE BANK OF TEXAS a bank chartered by the State of Texas (the "Bank"), hereby certifies that (1) On d(kjLC , 1994, the Board approved the pledge of collateral as require y the depository contract with the City of Denton (the City") to secure the Bank s obligations with respect to deposits maintained at the Bank by the City (2) The minutes of the Board meeting held on 1 3 1994 will be maintained as part of the permanent records of the Bank Date BY ~1~ ~{Lh4(L( F NAME ItC~IY~F~ Ck'Cihh'E TITLE Secretary Page 6 BANK ONE, TEXAS, NA BID 1534 REQUEST FOR APPLICATION FOR BANK DEPOSITORY SERVICES CITY OF DENTON, TEXAS JULY 1993 BID OPENING DATE AUGUST 19, 1993 TABLE OF CONTENTS PAGE I Introduction 1 II Calendar of Events 2 III Criteria for Evaluation 2 IV Bank Questionnaire 3 V Account Descriptions 3 A General 3 B Services and Fees 6 C Other Services 7 D Payment for Services 7 E Collected Funds Definition 7 F Super NOW Rates 7 VI Collateral Requirements 7 A Securities Pledged 7 B Reporting Requirements 8 C Safekeeping Requirements 8 D Collateral Substitutions 8 E Maximum Amount Offered 8 F City to Handle Investments 9 G Safekeeping/Wire Services 9 H Interest Rates Paid - Certificates of Deposit 9 1 Interest Rate Calculations 9 VII Overdrafts 9 A Definition 9 B Terms 9 VIII Other Stipulations 10 A Regulation Notices 10 B Wire Transfers 10 C Account Balances 30 D Bank Statements 10 E Right to Audit Records 10 F Financial Reports 10 G Term of the Agreement 10 H Investment Extension Period 10 I Bank Failure 10 IX Proposal Instructions 11 A Date, Time, Location 11 B Response to the Bid 11 C Additional Information 11 D Right to Reject Bids 11 X Other Miscellaneous 11 A Periodic Review 11 B City Council Action 11 C Bid Advertisement 11 D Designation of Individuals 12 XI Submission Checklist 12 XII Alternate Bid-Lockbox Services 13 BANK ONE, TEXAS, NA 215 W HICKORY DENTON, TEXAS 76201 1. 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 safekeQping services and possible purchase of certificates of deposit within a pre-defined limit The City plane to manage its own investment portfolio The contract period will be two years beginning October 1, 1993 and ending September 30, 1995 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 banking services and willing to be attentive to the City's money matters; • To maximize the total dollars earned by the City on invested 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 This 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 An .asraJcns, chances, or deletions to this bid may be reason for the City-t v~r ruv ra a dder's reply to be considered for evaluation 1 be appropriate in order to answer some of the enclosed Questions regarding this bid may be addressed to: Harlan L Jefferson, Treasurer, C/o City of Denton - Department of Finance, 215 B McKinney, Denton, TX 76$01; 817/566-8224 This bid proposal may be accepted or rejected in whole but not in part With respect to all banking services contemplated herein, City of Denton agrees to enter into such standard implementing forms and agreements as shall be established from time to time by Bank One consistent with the policies and procedures of Bank One The obligation of Bank One and City of Denton are subject to all governmental requirements and restrictions now or hereafter applicable thereto To the extent of conflict between this bid proposal and any contract to which this bid proposal may be incorporated, the terms of this bid proposal shall govern See Attachment A -1- H. CALENDAR OF EVENTS Target Date August 2, 1993 August 8, 1993 August 19, 1993 August 24, 1993 August 31, 1993 September 1993 September 20, 1993 October 1, 1993 Description of Events Bid sent to all banks located in Denton Advertise Bank depository notice in local newspaper Receive proposals from interested banks Review recommendation with the Investment Committee Review recommendation with the City Council Receive direction from the City Council City Council to award contract New Bank depository contract period begins M. CRITERIA FOR EVALUATION 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 • Agreement to points outlined in this Bid • Cost of banking services • Rates paid on Super NOW accounts • Financial stability of the Bank • Safekeeping agreements accepted • Quality of all reports requested WEIGHTED PERCENTAGE 40• 108 258 100 15% 59 5i -2- IV. BANK QUESTIONNAIRE The Bank is requested to thoroughly answer the following questions Additional pages may be appended if space is inadequate See Attachments 1 How is the bank chartered? Nationally Chartered 2 What percent of current loans are classified as non-performing? 21% 3 pose the Bank have any significant problems noted by regulatory agencies in the past twenty-four months? If "yea", please explain Not Available 4 Indicate the Bank's capital to assets ratio for the last five years 7 10% 1993 5 What was the Bank's 1992 return on assets (ROA)? 1 8% 6 Attach copies of the Bank's most recent FDIC (UPBR) call reports $ee Attachments V. ACCOUNT DESCRIPTIONS A General The City intends to establish the following Bank accountes Account Name Twe Employees Claims Account operating Account Sinking Account Payroll Account Industrial Development Authority Rehab Account Concentration Account Insurance Account Electric Distribution Account Clordis Account CDBG Account contractual obligation Ray Roberts Lake Account Public Properties Security Account Zero-Balance Account Zero-Balance Account Zero-Balance Account Zero-Balance Account A%04 Commercial Toney Mkt Ckg Zero-Balance Account AW Commercial `Sonev Mkt Ckg Zero-Balance Account Zero-Balance Account ~flDjgt¢ Commercial Money Mkt Ckg Zero-Balance Account AW Commercial Money Mkt Ckg ,~(rpgy9CAW Commercial Money Mkt Ckg ~qkf Commercial Money Mkt Ckg ~A44V Commercial Money Mkt Ckg 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 Commercial Money Market Checking accounts not subject to account analysis, and as such balances are not used to offset services provided -3- B ServLces and Fees The services which should be made available to the City include but are not limited to the following TOTAL FEE CHARGED/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 1 S20 00 15 accounts cInn on Account Maintenance 2 NC 15 accounts a) First original bank statement $60 00 main per account $20 00 acct 20/month S 80.00 b) Balance inquiries by phone SeeachP,t 20/month c) Balance reporting (daily computer reporting system which list previous and current day balances, debits, credits, averages, and check presentments for all accounts) 3 $ 60 80/month $ 48 00 Deposit tickets (credit posting) 4 S 035 25,000/month S87S_nn Items deposited (encoding) 5 $ 12 3,200/month $384 00 Checks Paid (debit posting) $ 12 1,700/month $204 00 a) Payroll checks S .11) 1,500/month Sign-nn b) General disbursement checks $ 12 50/month S 60 00 c) Other debit posting 6 60/month Wire services $ 5 00 20/month $100.00 a) Incoming transfers 40/month b) Outgoing ( includesactivities-in safekeeping account)_ 1 - $6 50 25/month $162 50 1) Repetitive by computer $9 00 5/month s 45.00 2) Repetitive by phone $8 50 5/month S 42 50 3) Free-form by computer $10.50 5/month $ 52 50 4) Free-form by phone S in 15/month S 1_9n 5) ACS transfers 7 5/month Stop payment request $20 00 3/month $ 60 00 a) Written request $10 00 2/month $ 20 00 b) Automated request by terminal 8 5 boxes of Coin wrappers furnished each coin type/month p~ incurred 9 85/month Deposit slips printed * 05 *Input from attached material or information obtained from Don Ogden -4- TOTAL FEE CHARGED/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE * 10 no chg 6 bags/year Large vault cash bags * 11 19; 35 bags/year Plastic drawstring check bags 12 1/box 75 00/year Safe deposit boxes (10x10) 13 $20 00 4 hrs /month 580.00 Research hours 5e e" 14 Attachment C$300,000 on Cost of collateral pledged * 18 75 average for by the bank (quote coat per 15 accounts million pledged) See 15 attached 1 account Controlled Disbursement service * 20 00 charge 16 1$25 00 8 accounts x„00.00- Zero balance automatic transfers 17 1$ 2 50 50/month $125 00 a) Return Items S 1.00 120/month $240 00 b) Return items recleared $ 5 00 2/month S In-no c) Return item telephone advice *18 No CChg 15 accounts FDIC insurance cost * 19 see At ac ent E 1 accounts Securities clearing and safekeeping a) Maintenance charge * $20 00 13/month b) Receipts deposited 12/month c) Receipts withdrawal 2/month d) Coupon collections $90 million e) Safekeeping of assets, per ' receipt - i ` 8/month f) Book-entry security transfers via Federal Reserve, per transaction 1/year g) Audit confirmations 20 Ri-weekly Fees for direct deposit services for Payroll employees (900 employees, total payroll - $600,000) S30 00 $ 60 00 a) Tape charge $ 10 $ 90 00 b) ACH settlement q9n_nn c) Stop payment orders AeearhAd d) Credit/debit posting See Arranhad a) Other (list each specif-c charge) *Input from attached material, or information obtained form Don Ogden -5- * 21 List any other applicable bank charges 03 See Attached Fee Schedule NOTE Under a straight fee arrangement with the bank, analysis charges would be debited to each individual 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 would like to offer its 900 employees The bank would be required to produce bi-weekly payroll transfers from a magnetic tape furnished by the City in ACH format for 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 $600,000 each pay period State whether the bank would offer any type of special checking, money market, or loan account for the City' employees See ACE Services on attached fee schedule 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 See attachment B -6- B Otho, 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 The, City intends to pay for all account services provided by the Bank as set fourth in Section V B-9 The method expected to be used for the payment of these services is the direct payment method The Bank should debit the appFopriate accounts 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 ba]ances, 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 contract Please submit a sample of the monthly account analysis statement that will be provided to the City of Denton Safekeeping fees for the City's investments shall also be out up on an account analysis and paid monthly Please submit a sample of the safekeeping account analysis O CCoo] ected Funds Definition The City desires to receive same day credit for all funds deposited by 3:00 }XR)NNN If not invested, the funds should earn interest at the rate being paid for super NOW accounts Please attach proposed availability schedule Us~ a separate attachment if necessary Same day ledger credit is given for fonds deposited by 3 OOpm only collected funds are available for investment N Sugar NOW Rates Plgaee 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, 1992 Specifically in icate if the rates are, applied to ledger balances or collected balances in icate when the rates change and if they are based an a market rate such as T- ill discount or yield, rate if the Bank proposes to pay the City a di Parent rate on its Super NOW accounts, indicate that proposal See Attachment F VI. COLLATERAL REQUIREMENTS A Serurities Pledged Aslsecurity for the deposits of the City of Denton, the Bank shall pledge to the City securities equal to the largest total balances the City of Denton maintains in the Bank Certificates of deposit and other evidences of deposit shall be collateralized at 1026 of deposits JkxxALAkxAk:emevgw~d~d~eGX Gxzod M The securities so pledged, the amounts thereof and the same must satisfy the requirements of Article 2560 Tex Rev Civ State Ann The City will accept as collateral for its certificates of deposit and demand deposits only those securities identified by the Public Funds Investment Act as eligible investments Additionally, U S Treasury securities shall be the primary securities accepted as collateral The maximum levels needing to be collateralized are estimated to be the maximum amounts for the super NOW accounts and certificates of deposit estimated to be $3,000,000 *See attachment -7- These items constitute the only acceptable means of collateralizing the City's deposits The securities must be held in safekeeping by the Federal Reserve Bank of Dallas or another 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 B Reoortino Recuirements The Bank shall provide the City a report of securities pledged on a monthly basis or at any time requested by the City Manager, Finance Director, Treasurer, or a designated representative This report should reflect the following information as of the and of each month and be delivered to the City by the 10th of each month Total pledged securities itemized by: • Name • Type/Description/Cusip Number • Par Value • Current Market Value • Maturity Date • Moody's or Standard & Poore Rating (both, if available) C Safekeepinc Recuirements 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 Treasurer of the City of Denton The City will reimburse the depository Bank for any safekeeping char ea, if any Specify the safekeeping charges that will applys sea attached C4 The City, Depository Bank, and the Safekeeping Bank shall operate in accordance with a master safekeeping agreement signed by all three parties , a cop of which is, attached (See attachment D) tkatxxtkaxxRafekeap*RgxxBaskxxks AacAME= :tK Pxtkdca;rsw=muxwrxtkexBttyxkKnxdmtamtwerxtkatxtMxSktgRSxtMmft 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 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 Director of Finance, Treasurer, or his designated representative In the case of a reduction, the Bank must provide in writing that collateral will be available when needed to most 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 & Poore Corporation B Maximum Amount Offered Please state the maximum amount, if any, of pledged securities which the Bank in willing or able to commit for collateralized Super NOW accounts throughout the contract period above the $500,000 minimum requirement 55,000 000 00 -B- 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 G Safeksevina/Wire Services Thelthird-party safekeeping bank must be a subscriber to the Federal Security Wire System In addition to the safekeeping account in which pledged collateral is held, the City must have access to a safekeeping account to which Federal securities can be delivered via the Federal Reserve book entry system for a customer account H I~ntgrest Rates Paid - Certificates of Deposit The City may choose to invest in 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 What is the shortest maturity length in days that the Bank will accept for certificates of deposit in amounts of $100,000 or greater? 7 days I Interest Rate Calculations Interest on all certificates of deposit shall be computed on an actual day basis (368), 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 vu. OVERDRAFTS A Dof nit ion 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: i 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 an actual day basis Overdrafts and other loan requests are subject to the credit policy of Sank One and will be evaluated on a case-by-case basis -9- VM. OTHER STA'ULAnONS A Revelation Notices attempt to (without obligation) 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 Notification of wire transfers shall be made within one hour of the transaction and a duplicate copy furnished to the City within twenty-four hours C Account Balances The Bank shall have a means of contacting the City prior to 9:00 am each business day to give the ending ledger balances for all accounts from the previous working day D Bank Statements Bank Statements shall be rendered within five working days 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 E Richt to Audit Records The Bank's 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 F 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 and uniform Bank Performance Report O Term of the Acreement The term of the contract period will be for two years beginning October 1, 1993 and ending September 30, 1995 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 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 a depository services -10- IX. PROPOSAL INSTRUCTIONS A Sealed proposals clearly marked "Proposal for Bank Depository Agreement" s=d be delivered to the Finance Department located at City Hall, no 1 ter than 2:00 p m , August 19, 1993 to the attention of Tom Shaw Purchasing Agent 901-3 Texas Street Denton, T% 76201 NO PROPOSAL WILL BE RECEIVED AFTER 2:00 P M. B Rgenonse 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 c Additional Information The city reserves the right to request additional information or to meet vith representatives from proposing organizations to discuss points in the roponal before and after submission, any and all of which may be used in orming a recommendation D Bight to Reject Bide The City reserves the right to reject any and all proposals X. OTHER AUSCELLANEOUS 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 cook a responsible solution More frequent meetings may be called if necessary B Q"ity Council Action The final appointment of a depository Bank will be made by the 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 -11- D 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 XI. SUBMISSION CHECK A Bid with fill-in-the-blank format B Sample bank statement 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 6 Sample safekeeping agreement with the Depository Bank for the City s investment securities H Sample controlled disbursement agreement I Sample wire agreement J Sample stop payment agreement R Sample account analysis statement L Annual financial statement of the bank along with the last two quarterly FDIC call reports -12- XII. ALTERNATE BID-LOCKBOX SERVICES The City of Denton is seeking applications from eligible financial institutions bidding on the main bid to include an alternate bid for Lockbox services The contract period will be the same as the main Bid, beginning on October 1, 1993 and ending September 30, 1995 or thereafter until the successor Depository shall have been duly selected and qualified according to state laws The City of Denton requires a lockbox account for the purpose of collecting and processing the City's utility bills and property tax revenues The volume of utility bills the City currently receives through the mail is estimated to be 20,000 pieces per month Tax revenues received in the mail are heaviest during the months of November through February and average 5,500 pieces per month During the remainder of the year, tax revenues mailed in are approximately 1,000 pieces per month These volume estimates are based on fiscal year ended September 30, 1992 totals The City separates utility bill collections and tax collections into two divisions because of their unique needs and record keeping constraints Each division would require a separate tape returned for input to the City's system The Utility Division matches the account number, the name of the payor, and the address on the coupon and check It does not matter if the amount on the check does not match the amount owed on the coupon The City's system will automatically include the past due amount on the next billing All coupons must be returned for reference in handling customer inquiries The Tax Division matches the account number, and the amount They also require a printout of who the payor on each account number is If the amounts of the coupon and theicheck do not match, this must be separately accounted for on a different tape or printout. The Tax Division would need either a copy of each check returned or easy and timely access to check copies on a request basis an well as coupons returned with the tape or printout Attach a step by step explanation of the mail collection and remittance processing procedure that the bank follows Bid the cost of services based on the options listed gelows 1 Lockbox collection and processing with separate computer printouts for Tax and Utility Divisions returned to the City each day 2 Lockbox collection and processing with a magnetic tape returned to the City each day Format specifications of the bank given to the City for internally programming the interface needed for inputting the tape directly into the City's system 3 Lockbox collection and processing with a magnetic tape returned to the City each day Bank supplies format based on the City each day Bank supplies format based on the City's system specifications City uses this format to program the interface for the magnetic 4 Lockbox collection and processing with a magnetic tape returned to the City each day Bank does all programming necessary to convert City e system to capability of handling the magnetic tape Explain the procedure the bank follows for the record keeping of checks and stubs Does the bank put checks and stubs on microfiche as part of the procedure? Explain the procedure and cost of processing returned checks The City requires that returned checks be sent through twice before returning them to the City -13- Attach a cash analysis of the dollar savings and efficiency the City would achieve by having the lockbox service (Example: take an average deposit of $150,000 which is currently received by the City and processed one day before the deposit is made to the bank Checks are currently encoded by the bank instead of in-house and are delivered to the bank by courier each afternoon at 2:00 pm The City does not process checks an Saturdays, Sundays, or holidays The City is closed for business days during the calendar year in recognition of holidays Deposit size increases during tax collection time which occurs November through January Deposits as large as $1,000,000 could be made during these months with an average Deposit size of approximately $350,000 per day ) List any additional services connected with the lockbox initiation procedure that the bank would provide Printing of coupons with bar code Printing of envelopes with bar code Other List any additional fees not previously addressed in this bid All fees bid shall remain the same for the length of the contract period and no additional fees shall be added after this proposal is accepted Please return this sealed alternate bid along with main bid to the office of the following person by 2:00 pm , August 19, 1993: Tom Shaw, Purchasing Agent City of Denton ,901-H Texas Street Denton, Texas 76201 - i NO HID SHALL BE RECEIVED AFTER 2:00 P K AND SRAIJ. EE RETURNED UNOPENED The city reserves the right to request additional information or to most with representatives from proposing organizations to discuss points in th proposal before and after submission and may reject any and all options in this proposal AFr0068E 08/02/93 -14- C OF DEN ON WHOLESALE LOCK BOX Service Information Service Benefits ► Bank One's around-the-clock processing accelerates incoming cash flow ► Added security of third-party processor handling account receivables ► Located 15 minutes from the D/FW Airport, Bank One's Operations Center takes full advantage of the Post Office's weekly processing schedule ► Unique Dallas, San Antonio, Houston and Fort Worth Zip Codes eliminate the Post Office sorting time and maximize incoming mail volume ► The mail pickup schedule for Wholesale Lock Box during weekends and holidays is Saturday at 5 00 a in and 10 00 a in, Sunday at 5 00 a in and 10 00 a in and holidays at 10 00 a in ► Bank One's Bell and Howell Jetstar automated mail sorting equipment further miminizes potential remittance delays ► Assembly-line equipment and procedures ensure fast processing coupled with excellent quality ► Bank One's refined processing software eliminates manual efforts while significantly enhancing deposit accuracy ► The large dollar priority placed on Lock Box deposits ensures outstanding funds availability ► Bank One's Lock Box deposit times are determined after an evaluation of each individual customer's composition of checks and end points Normally, 3 30 a in, 10 00 a in and 2 00 p in prove to be the optimum deposit times ► Bank One's ledger cut-off is 4 00 p in, the 12 30 p in mail pickup is the last pickup processed prior to ledger cut-off Page 3 0TX OF DENTON WHOLESALE LOCK BOX (Continued) Standard Opening of the envelope and removing the contents Procedures Staple all contents, excluding the check; to the top of the envelope • Inspect the contents, checking for acceptable payees, stale dates • Items are then taken to the Video Entry Terminal (VET) for an image to be captured of each item • The dollar amount of the check is key entered from the numeric figures on the item by one lockbox specialist • The dollar amount of the check is key entered from the legal line on the item by a second lockbox specialist • The system matches the dollar amounts entered to ensure accuracy • Checks are high-speed encoded and endorsed Sophisticated software programming matches MICR line information captured with the dollar amount to encode • Once encoded the checks are taken directly to the Item Processing Department for check capture and transit to the individual check end point • Multiple deposit slips are system generated with one copy going with the live items to Item Processing, the other copy is forwarded with the check photocopies to a Lockbox processing specialist • The check photocopies are stapled to the ongmal envelope A copy of the deposit slip U then attached to the batch of work and forwarded to the customer Proven Performance ► Bank One's Lock Box Department processes nearly 2,000,000 Retail and Wholesale items per month for over 185 customers ► The varied customer and processing applications over the last 12 years lead to the development of high flexible software, greatly shortening the time necessary to implement even the most complex payment capture request References are available from current Wholesale Lock Box customers Page 4 LOCKBOX SERVICES WHOLESALE LOCKBOX SERVICES Monthly Maintenance 100 000 Items Processed 0 300 Monthly Mmunum 100 000 MICR Line Capture 0200 Additional Data Entry Fields 0 050 Lockbox Data Transmission 50 000 Courier/Express Mail Prep 20 000 Unprocessables 0 300 Lockbox Correspondence 0 100 Programming 60 000 Walk -m Deposit 5 000 INFORMTION REPORTING SERVICES Lockbox Deposit Detail Mamtenance/Per Account 40 000 Lockbox Deposit Detail Report Items/Per Line 0050 BANK ONE, TEXAS, N. A. AS OF MARCH 31, 1993 RATIO MEASURES CASH, DUE FROM BANKS, INVESTMENT SECURITIES. AND FUNDS SOLD $8,312,109 DEPOSITS $15,507,957 5360% LIQUIDITY SHARE HOLDERS EQUITY, LONG TERM DEBT. LOAN LOSS RESERVE $1,435,316 DEPOSITS $15,507,957 926% FINANCIAL STRENGTH SHARE HOLDERS EQUITY, LONG TERM DEBT, LOAN LOSS RESERVE $1435,316 LOANS $8828,274 1626% FINANCIAL STRENGTH PRIMARY CAPITAL $1,258,154 ASSETS $17 721 387 710% ~ LEVERAGE LOANS DEPOSITS NONPERFORMING LOANS ASSETS NET INCOME (ANNUALIZED) ASSETS NET INCOME (ANNUALIZED) STOCKHOLDERS EQUITY $8,828,274 $15,607957 5693% LIQUIDITY $36,539 $17721 387 0 21 j MANAGEMENT OF LOANS $318629 $17 721,387 C 1 80%, ~ANAGEMENT SKILLS $318,629 $1,308,701 2435% MANAGEMENT SKILLS Page 2 ACH SERVICES ,ACH Debit Origination 0100 ACH Credit Or nation 0100 Minimum Monthly Charge 25 000 ACH Tape Handling 30 000 ACH Transmission 1-5 files 20 000 '6+ files 15 000 ACH Stop Payment 20 000 ACH Debit/Credit Return 3 000 ACH Correction 5 000 ACCOUNT RECONCILIATION SERVICES Partial Account Reconciliation ($50 Mm) 0 050 Pull Account Reconciliation ($50 Min) 0 070 Account Reconciliation Sort ($50 Mm) 0 030 ~%RP Tape 30 000 ARP Data Transmission 1-5 files 20 000 6 + files 15 000 ARP Tape Set-Up 15 000 ARP Postage ($40 Max) 0 025 VAULT SERVICES Deposd Processing 0 400 Colt Per Roll 0 070 Currency Per Strap 0 350 Change Order 5 000 INFORMATION REPORTING Touch Tone Access )3alanceReport-Tel Mamt 60 000 Oalance Report-Tel Account 20 000 2ntr Disb Report-Tel Mamt 60 000 air Dish Not 5 000 Terminal Access Hal Report-Elec Mamt 540 000 Bal Report-Elec/Account X15 000 Prev Day Debits Mamt 40 000 Previous Day Credits Mamt 40 000 Previous Day Debits-Item 0 175 Previous Day Credits-Item 0175 Current Day Debits-Maint 25 000 Current Day Credits-Maint 25 000 Current Day Items 0 250 Contr Disb -Elec Mamt 30 000 Contr Dish Notification 5000 &NK ONE, DENTO CITY OF DENTON Unit enrice Price Account Maintenance 20 000 FDIC Checks Paid 0120 Deposits \0 600 Deposited Items Tier I - On Us Items 0 025 Tier II - Local City/Clearmghouse 0 030 Tier III - Local RCPC/Other 11th Dist Cities 0 040 Tier IV - Non-Local 11 Dist RCPC/Country 0 055 Tier V - Non 11th District Federal City 0 070 Tier VI - Non 11 District RCPC/Country 0 070 Encoding 0 015 Stop Payment-Automated 10 000 Stop Payment-Manual 20 000 NSF Overdraft 20 000 ZBA Debit/Credit Posting 25 000 Return Item 2 500 Reclears 2000 CONTROLLED DISBURSEMENT unt Maintenance 0 000_ y Controlled Disbursement Maintenance becks Paid 0-10,000 0 150 10,000-20,000 0 126, 20,001+ 0 100 Min Monthly Charge 100 000 Deposit 0 600\/ Contr Disb Funding Fee 100 000 WIRE TRANSFER SERVICES Direct Wire Maintenance Fee 25 000 Outgoing Repetitive 6 500 Outgoing Non-Rep 8 500 Internal Repetitive 4 000 Internal Non-Rep 6 000 Manual Maintenance Fee 50 000 Outgoing Repetitive 9 000 Outgomg Non- Rep 10 500 Internal Repetitive 4 000 Internal Non-Rep 6 000 Automated Transfer-Internal 4 000 Automated Transfer 6 000 Incoming Wire 5 000 W/ Phone Advice 4 000 W/ Mail Advice 1500 Capital Markets Operations Fee Schedule Effective January 1 1993 Securities Clearance . Book entry via Federal Reserve (each) Depository Eligible & New York settlements Registration of Securities Safekeeping . Book entry securities er month, per rec`efpt) Physical securities (bearer, registered) (per month, per receipt) . Pledge transactions . Mortgage & Asset Backed Securities (per month per receipt) . Free Deliveries & Receives . Account to Account Transfer . Additional verification statements . Account verification (year end) . Any out of pocket expenses Incurred to be paid by the customer Securities Management Services Monthly processmg (Includes edits and one month end for up to 100 blocks of receipts) . Active records over 100 (each) . Non interface transactions (each) . Additional copies of reports (each) . Consolidations keach) . Mergers (each) . Microfiche BANK ONE, TEXAS, NA Member FDIC $2500 5000 2500 S 200 400 1000 1200 1000 2500 NIC $ 8500 75 75 1000 5000 125 00 600 Attachment E 0 a ow Ix 1 M n II I I ~CI If 00 I I 00 NO I I N\O IX it 0o 1 1 0o ao 1 1 .r ooS W-C 11 I I I I 1o r10 40-11 0o I I 0o MO 1 I LL\u1 of. 11 00 I I 00 0o I I \*ON 11 00 1 1 00 MO I 1 =X J It I I I I F F411 in u) I I In In N O 1 I If as 1 1 aa• 00.1 1 1 WH II 1 I 1 1 R'011 I I 1 I x H 11 1 1 I I I 1 1 'w UO 11 11 1 1 II I I I 1 II 1 I I I It I a 11 0 0 0 1 If N N 0 I at/ U.1 11 = 11 woo 1 00 .40. I It zIT 1 4n n ti + 1 9 11 N 1 N N 1 0 O 1 O 00 I 11 H I N I q 11 I I CA i a or If c S u z 1 a 1 0 00 J o I y o N 0 ce o Do N O F O n I a ,.1 0 W LL W fA A W M J 0~ d \ h } R7 \ \ 00 F O O C o_ o W OCN 4 11 W 11 C7 11 w W 11 II J 11 CL. n u N Q II 11 N ( j 11 W t 1 I 11 H F 11 F II H Z 11 on I off: O 11 H1 U 1-1 11 F F 1 F W 0. 11 H 1 Z N H 11 I F OC I it Z U 1 a m U 1 W 1 \ Y W It 1 P N I In U Li 11 1 1-1 4 1 1 1 in A I \ on } 11 1 N W I w U i W w 11 1 -1 \ K II 1 .1 Q 1 to N o II I an 1 n N I b 4 W i1 1 Ln o, F ~ N 11 I N I7 W I v A 11 I 00 N I M 00 Z II 1 r~T N N 1 V' 6 ca W 1 Q =04 i1 1} 1 1 I V F 11 1 iKl K IY AI 01 K II 1 1 ~1 F ZI O 11 1 I N I N Q I N f 11 1\ 1 4 1 Q 1 rl II I WI W N FI ~0 9 11 I UI DLI K~? U~ O If 101FI FT 0 I ET O 11 n I 101 I EI J~7 II I 1 0 1 I NJ 0 1 SJ 0' 11 F I 11x1 1 N I Od O > 1 LL 0. O 7y 1 I t0 1 I IL O 1 IL 0 1 I W 1~1 OI 11 0. 1 1 I J I Ir N •-I M W 11 v l I S I LL J m a Z If, 11 1 1 LL 1 Q 0 F O I~ II C) 1 I N O Y O 11 N 1 1 m F to N F 0o Z U 11 11 1 N N ~ _ N ap 11 1 M N o ~o M O 0 0 M O N o ao ~ N 0 w N 00 I N O 1 I 1 N O O.O 1 1 To M O I I M O O O 1 1 O O M o 1 1 M o 1 Ir I I n nO o I I n = O HN 1 I rIN O 1 O 00 1 t O Ol n T I co 00 1 co I w 1 40 00 1 00 N I ~ P 0 O h OQ S LL O O LL U. N to J J F F O O F F ra m N M I 0 ATTACHMENT F Bank One offers Commercial Money Market Checking accounts Interest rates are variable and determined daily at Bank One's discretion for balances as follows -Up to $1,000 -$1,000 up to $10,000 -$10,000 up to $25,000 -$25,000 and over Interest is credited and compounded monthly based on the daily collected balance m m W Q G m U Y m O !n8nS tia~ 18sic 8 r N N M N Q m ~ N ~ N O N n m N N N 0 ~85~8 0 N X8888 m M M M M N N ~ N M M M M X8888 M M M M 1 0 P- n E M M M M O m O I d y Eg C m a ~y R Q OOR Y N N M m ~ O N b ~ N N N Attachment B REPURCHASE AGREEMENTS Subject to AGENT REPUCHASE AGREEMENT Subject to MASTER REPURCHASE AGREEMENT Orders must be placed by 9 00 A M daily Minumum order $100,000 00 Orders may be placed by calling Bank One, Texas, N A's Funding Desk at 1-800-288-6227 HISTORIC RATES 06/01/93 290% 06/08/93 280% 06/14/93 285% 07/06/93 295% j y+Nu W VAAW i I 14403"61 eoi8,ia{1&"Sb" n l It , i1 111 ,i1„ 41 tltl, ,1, ,N ,1 1 t W41 ~i , uu+++l UYWI"IN""11"pl+"ILLW y~ Attachment B AGENT REPURCHASE AGREEMENT This Agent Repurchase Agreement (the "Agreement") is made as of ,19931 by and between Tirg-u BANK NE, TEXAS. NA ("Agent") Buyer and Agent mutually covenant and agree as follows 1 Agent, acting solely as agent for a certain principal or for several principals (herein, whether Agent is acting for one "or several principals, each principal individually referred to as "Seller"), will, from time to time, at the request of Buyer, sell Securities (as defined in paragraph 4 herein) as agent for Seller, to Buyer, under areement to conditi ns and, easragent ~for Seller, pursuant t to t he terms wand conditions upon and subject set forth in the Master Repurchase Agreement attached hereto as Exhibit A (the "Master Repurchase Agreement"). 2 Buyer understands and agrees that Agent is acting not as principal, but solely as the agent of and for such Seller and that Agent shall not be responsible for any actions or failure to act of Seller, including the failure of Seller to perform its obligations in connection with any repurchase or other agreement between Seller and Buyer The Seller, in each instance, will be disclosed to Buyer in the confirmation slips delivered to Buyer in connection with any particular repurchase transaction and Buyer hereby agrees that such notice will be adequate and proper disclosure of the principal to Buyer 3 Buyer understands and agrees that Agent neither assumes nor has any responsibility of any kind or character whatsoever, express p for tperformance perof the formance Seller solely c to o the he Seller obligations Buyer agrees to look of the obligations under this Agreement and the Master Repurchase Agreement Buyer serve as and Agent tin also providing it servicesdtoheffectntheatransac ions between Seller and Buyer as a result of and in reliance on the agreements to a look solely to Buyer contained aford perherein, formance of including, any agreements and limitation, representations between Seller and Buyer 4 The securities to be purchased and sold under this Agreement shall be limited to obligations of the United States, or general exempt subdivision the thereof, any other inv dealing, expressly political obligations investment State or of security any underwriting and purchasing limitations and restrictions of 12 U S C Section 24 5 The purchase price of the Securities to be paid by Buyer, the repurchase price to be paid by Seller through its agent, Agent, _ and any other relevant matters relating to any particular repurchase transaction shall be established and confirmed pursuant to the Master Repurchase Agreement and in confirmation slips to be provided by Agent 6 (Except as hereinafter provided. Agent, or its nominee, at the reque'ist of Buyer, will hold as custodian all Securities sold to Buyer pursuant to this Agreement Such securities shall be held by Agent purfsuant to the terms of the Master Repurchase Agreement and should Agent reasonably deem it to be necessary, Buyer hereby agrees to execute and enter into Agent's standard custodian agreement Furthermoie, if acting as such custodian, Agent shall implement any necessary maintenance agreements in accordance with its standard practices and Buyer hereby expressly agrees and approves of Agent taking such other actions with respect to the Securities as Agent, in its sole discretion, deems advisable and which are consistent with the Master Repurchase Agreement It is further understood and agreed that any faction, inaction or omission taken or suffered by Agent or its nominee pursuant to this paragraph and involving the Securities, if in good faith, shall be binding upon Buyer, and shall not result in any liability on the part of Agent to Buyer 7 This Agreement shall supersede any existing agreements between the parties containing general terms and conditions for agent repurchase transactions Each provision and agreement herein shall be treated as separate and independent from any other provisions or agreement herein and shall be enforceable notwithstanding the unenforceability of any other provision or agreement. 8 The rights and obligations of the parties under this Agreement shall not be assigned by either party without the prior written consent of the other party Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns 9 THIS AGREEMENT SWILL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS. Executed the day of BUYER 1992 By - Title Address AGENT BANK ONE, TEXAS, NA By - Title _ Address n¢ Attachment B MASTER REPURCHASE AGREEMENT PSA Between Dated as of and 1 Applicability From time to time the parties hereto may enter into transactions in which one party ("Seller") agrees to transfer to the other ("Buyer") securities or financial instruments ("Securities") against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on demand, against the transfer of funds by Seller Each such transaction shall be referred to herein as a 'Transaction' and shall be governed by this Agreement, including any supplemental terms or conditions contained in Annex i hereto, unless otherwise agreed in writing 2 Definitions (a) "Act of Insolvency", with respect to any party, (i) the commencement by such party as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law, or such party seeking the appointment of a receiver, trustee, custodian or similar official for such party or any substantial part of its property, or (u) the commencement of any such case or proceeding against such party, or another seeking such an appointment, or the filmg against aparty of an applicationfor aprotective decree under the provisions of the Securities Investor Protection Act of 1970, which (A) is consented to or not timely contested by such party, (B) results in the entry of an order for relief, such an appointment, the issuance of such a protective decree or the entry of an order having a similar effect, or (C) is not dismissed within 15 days (iii) the making by a party of a general assignment for the benefit of creditors, or (iv) the admission in writing by a party of such party's inability to pay such party's debts as they become due, 6 (b) "Additional Purchased Securities", Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof, (c) "Buyer's Margin Amount", with respect to any Transaction as of any date, the amount obtained by application of a percentage (which may be equal to the percentage that is agreed to as the Seller's Margin Amount under subparagraph (q) of this Paragraph), agreed to by Buyer and Seller prior to entering into the Transaction, to the Repurchase Price for such Transaction as of such date, (d) "Confirmation", the meaning specified in Paragraph 3(b) hereof, (e) "Income", with respect to any Security at any time, any principal thereof then payable and all interest, dividends or other distributions thereon, (f) "Margin Deficit", the meaning specified in Paragraph 4(a) hereof, (g) "Margin Excess", the meaning specified in Paragraph 4(b) hereof, (h) "Market Value!', with respect to any Secunties as of any date, the price for such Securities on such date obtained from a generally recognized source agreed to by the parties or the most recent closing bid quotation from such a source, plus accrued income to the extent not included therein (other than any Income credited or transferred to, or applied to the obligations of, Seller pursuant to paragraph 5 hereof) as of such date (unless contrary to market practice for such Securities), (i) "Price Differential", with respect to any Transaction hereunder as of any date, the aggregate amount obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction on a 360 day per year basis for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the date of determination (reduced by any amount of such Price differential previously paid by Seller to Buyer with respect to such Transaction), "Pricing Rate", the per annum percentage rate for deterrmnation of the Price Differential, (k) "Prime Rate", the prime rate of U S money center commercial banks as published in The Wall Street Journal, (1) "Purchase Date' the date on which Purchased Securities are transferred by Seller to Buyer, (m) "Purchase Price", (i) on the Purchase Date, the price at which Purchased Securities are transferred by Seller to Buyer, and (ii) thereafter, such price increased by the amount of any cash transferred by Buyer to Seller pursuant to Paragraph 4(b) hereof and decreased by the amount of any cash transferred by Seller to Buyer pursuant to Paragraph 4(a) hereof or applied to reduce Seller's obligations under clause (u) of Paragraph 5 hereof, (n) "Purchased Securities", the Securities transferred by Seller to Buyer in a Transaction hereunder, and any Securities substituted therefor in accordance with Paragraph 9 hereof The term "Purchased Securities" with respect to any Transaction at any time also shall include Additional Purchased Securities delivered pursuant to Paragraph 4(a) and shall exclude Securities returned pursuant to Paragraph 4(b), (o) "Repurchase Date", the date on which Seller is to repurchase the purchased Securities from Buyer, including any date determined by application of the provisions of Paragraphs 3(c) or 11 hereof, (p) "Repurchase Price", the price at which Purchased Securities are to be transferred from Buyer to Seller upon terrmnation of a Transaction, which will be detertmned in each case (including Transactions terminable upon demand) as the sum of the Purchase Price and the Price Differential as of the date of such determination, increased by any amount determmed by the application of the provisions of Paragraph 11 hereof, (q) "Seller's Margin Amount", with respect to any Transaction as of any date, the amount obtained by application of a percentage (which may be equal to the percentage that is agreed to as the Buyer's Margin Amount under subparagraph - (c) of this Paragraph), agreed to by Buyer and Seller prior to entering into the Transaction, to the Repurchase Price for such Transaction as of such date 3 Initiation, Confirmation, Termination (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a "Confirmation") The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (t) the Purchase Date, (u) the Purchase Price, (tit) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) The Pricing Rate or Repurchase Price applicable to the transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary to accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination will be effective On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed _ term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer 4 Margin Maintenance (a) If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Buyer is less than the aggregate Buyer's Margin Amount for all such Transactions ("a Margin Deficit"), then Buyer may by notice to Seller require Seller in such Transactions, at Seller's option, to transfer to Buyer cash or additional Securities reasonably acceptable to Buyer ("Additional Purchased Securities"), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer's Margin Amount (decreased by the amount of any Margin Deficit as of such date arising from any Transactions in which such Buyer is acting as Seller) (b) If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Seller exceeds the aggregate Seller's Margin Amount for all such Transactions at such time (a "Margin Excess"), then Seller may by notice to Buyer require Buyer in such Transactions, at Buyer's option, to transfer cash or Purchased Securities to Seller, so that the aggregate Market Value of the Purchased Securities, after deduction of any such cash or any Purchased Securities so transferred, will thereupon not exceed such aggregate Seller's Margin Amount (increased by the amount of any Margin Excess as of such date arising from any Transactions in which such Seller is acting as Buyer) (c) Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as shall be agreed upon by Buyer and Seller (d) Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer and Seller (or both) under subparagraphs (a) and (b) of this Paragraph may be exercised only where a Margin Deficit or Margin Excess exceeds a specified dollar amount or a specified percentage of the Repurchase Prices for such Transactions (which amount or percentage shall be agreed to by Buyer and Seller prior to entering into any such Transactions) (e) Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer and Seller under subparagraphs (a) and (b) of this Paragraph to require the elimination of a Margin Deficit or a Margin Excess, as the case may be, may be exercised whenever such a Margin Deficit or Margin Excess exists with respect to any single Transaction hereunder (calculated without regard to any other Transaction outstanding under this Agreement) Income Payments Where a particular Transaction's term extends over an income payment date on the Securities subject to that Transaction, Buyer shall, as the parties may agree with respect to such Transaction (or, in the absence of any agreement, as Buyer shall reasonably determine in its discretion), on the date such income is payable either (i) transfer to or credit to the account of Seller an amount equal to such Income payment or payments with respect to any Purchased Securities subject to such Transaction or (it) apply the Income payment or payments to reduce the amount to be transferred to Buyer by Seller upon termination of the Transaction Buyer shall not be obligated to take any action pursuant to the preceding sentence to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Securities sufficient to eliminate such Margin Deficit 6 Security Interest Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller shall be deemed to have pledged to Buyer as security for the performance by Seller of its obligations under each such Transaction, and shall be deemed to have granted to Buyer a security interest in, all of the Purchased Securities with respect to all Transactions hereunder and all proceeds thereof Payment and Transfer Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immediately available funds All Securities transferred by one party hereto to the other party (i) shall be in suitable form for transfer or shall be accompamed by duly executed instruments of transfer or assignment in blank and such other documentation as the party receiving possession may reasonably request, (it) shall be transferred on the book-entry system of a Federal Reserve Bank, or (iii) shall be transferred by any other method mutually acceptable to Seller and Buyer As used herein with respect to Secunties, "transfer" is intended to have the same meaning as when used in Section 8-313 of the New York Umform Commercial Code or, where applicable, in any federal regulation governing transfers of the Securities g Segregation otlPurchased Securities To the extent required by applicable law, all Purchased Securities in the possession of Seller shall be segregated from other securities in its possession and shall be identified as subject to this Agreement Segregation may be accomplished by appropriate identification on the books and records of the holder, including a financial intermediary or a clearing corporation Title to all Purchased Securities shall pass to B yer and, unless otherwise agreed by Buyer and Seller, nothing in this Agreement shall preclude Buy e: from engaging in repurchase transactions with the Purchased Securities or otherwise pledging or hypothecating the Purchased Securities, but no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pursuant to paragraphs 3, 4 or I1 hereof, or of Buyer's obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Paragraph 5 hereof Required Disclosure for Transactions in which the Seller Retains Custody of the Purchased Securities Seller is not permitted to substitute other securities for those subject to this Agreement and therefor¢ must keep Buyer's securities segregated at all times, unless in this Agreement Buyer grants Seller the right to substitute other securities If Buyer grants the right to substitute, this means tllat Buyer's securities will likely be commingled with Seller s own securities during the trading day Buyer is advised that, daring any trading day that Buyer's securities are commingled with Sell'er's securities, they [may]" be subject to hens granted by Seller to third parties'" and may be used by Seller for deliveries on other securities transactions Whenever the secunues are commined, Seller's ability to resegregate substitute securities for Buyer will be subject to Seller's ability to satisfy [any]"" hen or to obtain substitute securities " language to be used under 17 C P R Sec.403 4(e) if Seller is a government securities broker or dealer other than a financial institution Language to be used under 17 C F R Sec 403 5(d) if Seller is a financial institution 9 Substitution (a) Seller may, subject to agreement with and acceptance by Buyer, substitute other Securities for any Purchased Securities Such substitution shall be made by transfer to Buyer of such other Securities and transfer to Seller of such Purchased Securities After substitution, the substituted Securities shall be deemed to be Purchased Securities (b) In Transactions in which the Seller retains custody of Purchased Securities, the parties expressly agree that Buyer shall be deemed, for purposes of subparagraph (a) of this Paragraph, to have agreed to and accepted in this Agreement substitution by Seller of other Securities of Purchased Securities, provided, however, that such other Securities shall have a Market Value at least equal to the Market Value of the Purchased Securities for which they are substituted 10 Representations Each of Buyer and Seller represents and warrants to the other that (t) it is duly authorized to execute and deliver this Agreement, to enter into the 't'ransactions contemplated hereunder and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery and performance, (u) itwill engage in suchTransactions as principal (or, if agreed in writing in advance of any Transaction by the other party hereto, as agent for a disclosed principal), (iii) the person signing this Agreement on its behalf is duly authorized to do so on its behalf (or on behalf of any such disclosed principal), (iv) it has obtained all authorizations of any governmental body required in connection with this Agreement and the Transactions hereunder and such authorization s are in full force and effect and (v) the execution, delivery and performance of this Agreement and the Transactions hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected On the Purchase Date for any Transaction Buyer and Seller shall each be deemed to repeat all the foregoing representations made by it 11 Event of Default In the event that (i) Seller fails to repurchase or Buyer fails to transfer Purchased Securities upon the applicable Repurchase Date, (it) Seller or Buyer fails, after one business day's notice, to comply with Paragraph 4 hereof, - (iii) Buyer fails to comply with Paragraph 5 hereof, (iv) an Act of Insolvency occurs with respect to Seller or Buyer, (v) any representation made by Seller or Buyer shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated, or (vi) Seller or Buyer shall admit to the other its inability to, or its intention not to, perform any of its obligations hereunder (each an "Event of Default") (a) At the option of the nondefaulting party, exercised by written notice to the defaulting party (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence of an Act of Insolvency), the Repurchase Date for each Transaction hereunder shall be deemed immediately to occur (b) In all Transactions in which the defaulting party is acting as Seller, if the nondefaulting party exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, (i) the defaulting party's obligations hereunder to repurchase all Purchased Securities in such Transactions shall thereupon become immediately due and payable, (ii) to the extent permitted by applicable law, the Repurchase Price with respect to each such Transaction shall be increased by the aggregate amount obtained by daily application of (x) the greater of the Pricing Rate for such Transaction or the Prime Rate to (y) the Repurchase Price for such Transaction as of the Repurchase Date as determined pursuant to subparagraph (a) of this Paragraph (decreased as of any day by (A) any amounts retained by the nondefaulting party with respect to such Repurchase Price pursuant to clause (iii) of this subparagraph, (B) any proceeds from the sale of Purchased Securities pursuant to subparagraph, (d)(i) of this Paragraph, and (C) any amounts credited to the account of the defaulting party pursuant to subparagraph (e) of this Paragraph) on a 360 day per year basis for the actual number of days during the period from and including the date of the Event of Default giving rise to such option to but excluding the date of payment of the Repurchase Price as so increased, (in) all Income paid after such exercise or deemed exercise shall be retained by the nondefaultmg party and applied to the aggregate unpaid Repurchase Prices owed by the defaulting party and (tv) the defaulting party shall immediately deliver to the nondefaulttng party any Purchased Securities subject to such Transactions then in the defaulting party's possession (c) In all Transactions in which the defaulting party is acting as Buyer, upon tender by the nondefaulttng party of payment of the aggregate Repurchase Prices for all such Transactions, the defaulting party's right, title and interest in all Purchased Securities subject to such Transactions shall be deemed transferred to the nondefaulttng party, and the defaulting party shall deliver all such Purchased Securities to the nondefaultmg party (d) After one business day's notice to the defaulting party (which notice need no be given if an Act of Insolvency shall have occurred, and which may be the notice given under subparagraph (a) of this Paragraph or the notice referred to in clause (it) of the first sentence of this Paragraph), the nondefaulttng party may (i) as to Transactions in which the defaulting party is acting as Seller, (A) immediately sell, in a recognized market at such price or prices as the nonndefaulting party may reasonably deem satisfactory, any or all Purchased Securities subject to such Transactions and apply the proceeds thereof to the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Securities, to give the defaulting party credit for such Purchased Securities in an amount equal to the price therefor on such date, obtained from a generally recognized source or the most recent closing bid quotation from such a source, against the aggregate unpaid Repurchase Prices and any - other amounts owing by the defaulting party hereunder, and (it) as to Transactions in which the defaulting party is acting as Buyer, (A) purchase securities ("Replacement Securities") of the same class and amount as any Purchased Securities that are not delivered by the defaulting party to the nondefaulting party as required hereunder or (B) in its sole discretion elect, in lieu of purchasing Replacement Securities, to be deemed to have purchased Replacement Securities at the price therefor on such date, obtained from a generally recognized source of the most recent closing bid quotation from such a source (e) As to Transactions in which the defaulting party is acting as Buyer, the defaulting party shall be liable to the nondefaulting party (1) with respect to Purchased Securities (other than Additional Purchased Securities), for any excess of the price paid (or deemed paid) by the nondefaulnng party for Replacement Securities therefor over the Repurchase Price for such Purchased Securities and (it) with respect to Additional Purchased Securities, for the price paid (or deemed paid) by the nondefaulting party for the Replacement Securities therefor In addition, the defaulting party shall be liable to the nondefaulting party for interest on such remaining liability with respect to each such purchase (or deemed purchase) of Replacement Securities from the date of such purchase (or deemed purchase) until paid in full by Buyer Such interest shall be at a rate equal to the greater of the Pricing Rate for such Transaction or the Prime Rate (f) For purposes of the Paragraph 11, the Repurchase Price for each Transaction hereunder in respect of which the defaulting party 1s acting as Buyer shall not increase above the amount of such Repurchase Price for such Transaction determined as of the date of the exercise or deemed exercise by the nondefaulting party of its option under subparagraph (a) of this paragraph (g) The defaulting party shall be liable to the nondefaulttng party for the amount of all reasonable legal or other expenses incurred by the nondefaulting party in connection with or as a consequence of an Event of Default, together with interest thereon at a rate equal to the greater of the Pricing Rate for the relevant Transaction or the Prime Rate (h) The nondefaulttng party shall have, to addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law 12 Single Agreement Buyer and Seller acknowledge that, and have entered heremto and will enter into each Transaction hereunder in consideration of an in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and have been made in consideration of each other Accordingly, each of Buyer and Seller agrees (1) to perform all of its obligations m respect of each Transaction hereunder, and that a default m the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, (11) that each of them shall be entitled to set off claims and apply property held by them in respect of any Transaction against obligations owing to them in respect of any other Transactions hereunder and (iii) that payments, deliveries and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted 13 Notices and Other Communications Unless another address is specified m wntmg by the respective party to whom any notice or other communication is to be given hereunder, all such notices or communications shall be m writing or confirmed in writing and delivered at the respective addresses set forth in Annex 11 attached hereto 14 Entire Agreement, Severabdity This Agreement shall supersede any existing agreements between the parties containing general terms and conditions for repurchase Transactions Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement 15 Non-assignability, Termination The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by either party without the prior written consent of the other party Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns This Agreement maybe cancelled by either party upon giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any Transactions then outstanding 16 Governing Law This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law principles thereof 17 No Waivers, Etc No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder No modification or waiver of any provision of this Agreement and no consent by any party to a departure herefrom shall be effective unless and until such shall be in writing and duly executed by both of the parties hereto Without limitation on any of the foregoing, the failure to give a notice pursuant to subparagraphs 4(a) or 4(b) hereof will not constitute a waiver of any right to do so at a later date 18 Use of Employee Plan Assets (a) If assets of an employee benefit plan subject to any provision of the Employee Retirement Income Security Act of 1974 ("ERISA") are intended to be used by either party hereto (the "Plan Party") in a Transaction, the Plan Party shall so notify the other party prior to the Transaction The Plan Party shall represent inwriting to the other party that the Transaction does not constitute aprolubited transactio under ERISA or is otherwise exempt therefrom, and the other party may proceed in reliance thereon but shall no be required so to proceed (b) Subject to the last sentence of subparagraph (a) of this Paragraph, any such _ Transaction shall proceed only if Seller furnishes or has furnished to Buyer its most recent available audited statement of its financial condition and its most recent subsequent unaudited statement of its financial condition (c) By entering into a Transaction pursuant to this Paragraph, Seller shall be deemed (i) to represent to Buyer that since the date of Seller's latest such financial statements, there has been no material adverse change in Seller's financial condition which Seller has not disclosed to Buyer, and (it) to agree to provide Buyer with future audited and unaudited statements of its financial condition as they are issued, so long as it is a Seller in any outstanding Transaction involving a Plan Party 19 Intent (a) The parties recognize that each Transaction is a "repurchase agreement" as that term is defined in Section 101 of Title 11 of the United States Code, as amended (except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a "securities contract" as that term is defined in Section 741 of Title 11 of the United States Code, as amended (b) It is understood that either party's right to liquidate Securities delivered to it to connection with Transactions hereunder or to exercise any other remedies pursuant to Paragraph 11 hereof, is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the United States Code, as amended 20 Disclosure Relating to Certain Federal Protection The parties acknowledge that they have been advised that (a) in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Coinnussion ("SEC") under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"), the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 ("SIPA') do not protect the other _ party with respect to any Transaction hereunder, (b) in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder, and (c) in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable [Name of Party] BANK ONE, TEXAS, NA By Title (Name of Party] (Other Name) By Title Date Date ANNEX 1 Supplemental Terms and Conditions Paragraph 2(c) is amended to substitute "Purchase Price" for "Repurchase Price" in the last line thereof Paragraph 2(q) is amended to substitute "Purchase Price" for "Repurchase Price" in the last line thereof Paragraph 10(n) is amended to read (u) will engage m such transactions as principal, (or if agreed to m writing m advance of any transaction by the other party hereto, as agent for a principal who will be identified upon request) Paragraph 16 is amended to read 16 Governing Law This Agreement shall be governed by the laws of the State of Texas Parties hereby agree that "Buyer's Margin Amount" (Paragraph 2(c)) and "Seller's Margin Amount" (Paragraph 2(q)) shall be 100 percent of the Purchase Price of any Transaction Parties hereby agree that Seller or Buyer may act as agent in any Transaction for a principal who will be identified upon request Annex II Names and Addresses for Communications Between Parties BANK ONE, TEXAS, NA P O Box 6655415 Dallas, Texas 75265 Attu Comphance Attachment C COLLATERAL FEES EXHIBIT where securities are held at Federal Home Loan Bank of Dallas as custodian 6 25 Basis Points on Bank One selected collateral 50 Basis Points on Public Fund selected collateral where securities are held by custodian other than Federal Home Loan Bank of Dallas 25 Basis Points on Bank One selected collateral 100 Basis Points on Public Fund selected collateral Fees will be charged based on market value of collateral as required by the Public Fund Fees will be based on actual number of days with 365 days in a year Attachment C COLLATERAL EXHIBIT 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 Student Loan Marketing Association Agencies Federal Home Loan Mortgage Corporation Pools Federal National Mortgage Association Pools Government National Mortgage Association Pools Federal National Mortgage Association REMIC CMO's Federal Home Loan Mortgage Corporation REMIC CMO's Obligations of states, counties, cities and other political subdivisionsof the State of Texas having been rated 8A* or better Bank One intends to select securities from this Collateral Exhibit. The collateral will be held at the Federal Home Loan Bank of Dallas as custodian. The collateral fees will be 6.2~ Basis Points annually as described on the Collateral Fees exhibit. If Public Fund requests Bank One, Texas, N.A. either to (a) pledge securities (or categories thereof) selected by Public Fund or (b) deposit securities with any custodian other than the Federal Home Loan Bank of Dallas, the collateral fees will be determined as described on the~Collateral Fees exhibit. All selections of securities or custodians are subject to the approval of Bank One, Texas, N.A , which approval shall not be unreasonably withheld. Attachment D FEDERAL HOME LOAN BANK OF DALLAS CUSTODIAL SERVICES TERMS AND CONDITIONS These Custodial Services Terms and conditions ("Terms and Conditions") govern all future custodial services between Bank One, Texas, N A ("Customer") and Depositor, as defined herein, and the Federal Home Loan Bank of Dallas ("Bank"), with offices at 5605 N MacArthur, Irving, Texas 75038, mailing address Attention Member Safekeeping Department, P O Box 619026, Dallas/Fort North, Texas 75261-9026 ARTICLE ONE CUSTODIAL ENGAGEMENT Section 1 1 Definitions "Confirm" means a document substantially in the form of Exhibit A which sets forth the terms of the Custodial Agreement and establishes the specific collateral to be delivered to Bank by Customer for the benefit of Depositor "Custodial Agreement" means an agreement between Bank, Customer and Depositor to have Customer deliver to Bank for the benefit of Depositor certain collateral as outlined in the confirm Such agreement is evidenced by a signed Confirm which incorporates the Terms and Conditions contained herein "Depositor" means any institution, corporation, municipality, federal or State Agency or instrumentality authorized to enter into Custodial Agreement and who enters into a Custodial Agreement with Customer and Bank "Customer" means Bank One, Texas, N A who has entered into a "Safekeeping Agreement" with the Bank and who pledges collateral to Depositor in a Custodial Agreement Section 1 2 PERFECTION OF SECURITY INTEREST BY DEPOSITOR Depositor is solely responsible for perfecting its security interest in the Collateral Section 1 3 PROVISIONAL PLEDGE To the extent that Customer requests in writing, that the Bank provisionally segregate specified collateral held in a safekeeping account with the Bank to be pledged to Depositor, these Terms and Conditions shall govern such provisional pledge section 1 4 AUTHORIZATION OF CUSTODIAL SERVICES Customer and Depositor authorize the Bank to act as custodian of Collateral transferred to it pursuant to the Confirm in accordance with the rights and duties contained in these Terms and Conditions and to safekeep such Collateral subject to the terms and conditions of the Securities Safekeeping Agreement executed by Customer and the Bank The Bank shall be compensated for its services in connection with the Custodial Agreement by the Customer in accordance with the published fee schedule in effect on the date the Confirm is signed All charges by the Bank for the handling and safekeeping of collateral pursuant to the Custodial Agreement shall be paid by Customer ARTICLE TWO RIGHTS AND DUTIES OF CUSTOMER Section 2 1 OWNERSHIP OF THE COLLATERAL Customer shall be the owner of all collateral, and all income derived therefrom, when transferred to the Bank under the Custodial Agreement as evidenced from the confirm from time to time and the Bank is acting as custodian of Customer on behalf of Depositor in accordance with a Custodial Agreement Section 2 2 CUSTOMER'S RESERVATION OF RIGHTS IN THE COLLATERAL Upon transfer of Collateral by Customer to Depositor or to the Bank on behalf of Depositor, Customer shall reserve the following rights in the collateral, unless otherwise agreed to in writing between Customer and Depositor a The right to receive prepayments of principal from mortgage- backed securities and all income from the Collateral, b The right to control the management, administration, and supervision of the Collateral in accordance with these Terms and Conditions and the Securities Safekeeping Agreement,and Section 2 3 ADDITIONS OF COLLATERAL Customer may transfer to the Bank additional eligible Collateral acceptable to Depositor Upon transfer to the Bank of such additional Collateral, the Bank will send Customer and Depositor a receipt identifying the additional Collateral Section 2 4 SUBSTITUTIONS OF COLLATERAL In the event Customer requests, in writing, the Bank shall release to Customer any of the Collateral upon receipt of other Collateral in substitution thereof on written authorization received from the Depositor When substitution is made, the Bank promptly shall cause a receipt describing both the Collateral substituted and that released to be mailed to Customer, with a copy to Depositor Upon such substitution, all rights and obligations of Customer and the Bank and Depositor under the Custodial Agreement, including the grant of a security interest in such Collateral in favor of Depositor as set forth in the Confirm, shall automatically apply to all substituted Collateral Section 2 5 INDEMNITY OF THE BANK Customer shall reimburse, indemnify and hold harmless the Bank from and against claims of third parties, Depositor, or from any taxes or other governmental charges, and any expenses related thereto, which may be imposed or assessed in respect to the custodial services performed pursuant to the Custodial Agreement except to the extent same results from the gross negligence or wilful misconduct of the Bank Customer further agrees that the Bank shall be entitled to make claim for and to receive from the value of the Collateral pledged hereunder all funds due to the Bank from Customer pursuant to the indemnity granted by the paragraph and all of the costs and expenses, including without limitation, attorney's foes arising out of or in any way connected with an action in the nature of an interpleader Such claims by the Bank shall have priority status (subject to any claims of Depositor) among the claims asserted against the Collateral Customer shall further reimburse, indemnify and hold harmless the Bank from and against claims, costs, liabilities, expenses, losses and damages, except those caused by the wilful misconduct or gross negligence of the Bank, resulting from the exercise by the Bank of any authority or power granted to it hereunder ARTICLE THREE RIGHTS AND DUTIES OF THE BANK Section 3 1 PRINCIPAL PAYMENTS ON COLLATERAL The proceeds of any payments for any redemptions of securities upon receipt by Bank of a release of collateral, or of any principal payments made on Collateral except prepayments of principal on mortgage/backed securities, shall be wired to Customer on each payment date Section 3 2 COLLECTION OF INCOME ON COLLATERAL The Bank shall collect any interest, dividends, prepayments of principal on mortgage-backed securities, or other income from the Collateral in accordance with the Securities Safekeeping Agreement executed by Customer and the Bank Section 3 3 RESPONSIBILITY OF THE BANK the Bank, its officers, agents, and employees shall not be liable for errors of judgment either in holding Collateral initially delivered to it or in acquiring and afterwards holding additional Collateral as instructed by Customer, nor for any loss arising out of any investment, nor for any depreciation in the value of any Collateral held by the Bank pursuant to this Agreement, nor for any act, or omission to act, performed or omitted by the Bank, its officers, employees, or agents, in the execution of this custodianship in good faith The Bank shall be responsible for the safekeeping of any Collateral held by it pursuant to these Terms and conditions, except that it shall not be liable or responsible for any act or omission to act of any broker or similar agent employed by the Bank to effect a transaction on Customer's behalf, or for the financial solvency of any such broker or agent, so long as the Bank exercises the same care in selecting such broker or agent as the Bank employs in handling similar transactions involving its own property In no event shall the Bank be liable to Customer or Depositor for any special, consequential, incidental, or punitive damages Section 3 4 DUTIES OF THE BANK The Bank shall have the following duties respecting Collateral held by it a The duties to take possession of and safekeep all Collateral transferred or assigned to the Bank by Customer on behalf of Depositor, b The duty to exercise reasonable skill and care when dealing with the Collateral the standard of skill and care exercisable by the Bank shall be the same as that employed by the Bank in dealing with similar transactions involving property of a similar type to the collateral for the Bank's own account Section 3 5 LIMITATION ON SCOPE OF THE BANK'S DUTIES Depositor acknowledges that a The Bank will not make, and has no duty to make, any inquiry into the value or marketability of the Collateral and shall not be responsible for determining whether the value of the Collateral is sufficient to fully collateralize Customer's obligation to Depositor b The Bank shall not record any assignments, file any financing statements with respect to any security interest referred to herein, or take any other action to perfect any such security interest, c Neither the Bank nor any of its officers have made any representations, given any assurances, or expressed any opinions to Depositor as to the effectiveness of any of the procedures and rights herein provided in any situations, including but not limited to a case where Customer is placed in receivership or is liquidated, and d The Bank is under no duty to supervise the investment of , or to advise or make any recommendation to, Depositor or Customer with respect to the sale or other disposition of any Collateral at any time ARTICLE FOUR GENERAL PROVISIONS Section 4 1 INCORPORATED DOCUMENTS Except to the extent inconsistent herewith, the Securities Safekeeping Agreement, and all future documents distributed by the Bank and related to the subject matter hereof shall apply to the Custodial Agreement as evidenced by the Confirm as between Customer and the Bank as though set forth expressly therein Section 4 2 SUCCESSORS AND ASSIGNS The Custodial Agreement as evidenced by the Confirm shall inure to the benefit of and shall be binding upon the Bank, Customer and Depositor and their respective successors and assigns Section 4 3 CONSULTATION WITH ATTORNEYS The Bank shall be entitled to employ and consult with counsel of its choosing at the expense of Customer and shall be entitled to act on advice of such counsel Section 4 4 ADDRESS FOR NOTICE All notices to be provided hereunder shall be mailed or provided to the parties hereto at their addresses set forth in the confirm Section 4 5 AMENDMENT OF THIS AGREEMENT The Custodial Agreement may be amended at any time by written agreement signed by all parties thereto Section 4 6 COUNTERPARTS AND EXECUTION The Confirm may be executed in any number of counterparts, all of which taken together shall constitute one instrument and any of the parties hereto may execute the confirm by signing any of such counterparts By executing the Confirm, the parties acknowledge receipt of these Terms and Conditions ARTICLE FIVE TERMINATION Section 5 1 RESIGNATION OF CUSTODIAN The Bank may resign at any time upon five (5) business days written notice to Customer Upon receipt of such written notice, the Customer shall promptly locate and appoint a successor custodian and the Bank shall transfer all collateral held by it to such successor custodian If Customer does not locate and appoint a successor custodian within thirty (30) business days of delivery of notice of resignation from the Bank, the Bank may transfer its custodial duties to a successor chosen by it and shall have no further obligations or responsibilities hereunder The obligations of Customer and Depositor to the Bank pursuant to this Agreement shall be deemed to survive any termination of the Custodial Agreement and any removal or resignation of the Bank Section 5 2 DEFAULT BY MEMBER If the Bank receives from Depositor written notice ("Default Notice") of customer's failure to pay when due, perform under the terms of any agreement between customer and Depositor secured by the collateral, or perform under the terms of the Custodial Agreement ("Default"), which failure shall be specified in detail, then and notwithstanding any defense, claim, or objection that Customer may have to the contrary, the Bank shall act as the exclusive agent of the Depositor for the purpose of delivering, with prior written notice to Customer, such part or all of the Collateral to the Depositor or its nominee as directed in writing by the Depositor Depositor shall be entitled to retain only that portion of the Collateral having a value equal to the amount of principal and interest that Customer failed to pay at maturity, and Depositor shall promptly execute any releases, assignments, quitclaims, or other documents necessary or desirable to effect a release of Depositor's interest in the remaining portion of the Collateral Section 5 3 SATISFACTION Upon satisfaction of the Security Agreement between Customer and Depositor, Depositor shall promptly notify the Bank in writing of such satisfaction Such notice shall be given by Depositor in the form of Exhibit B, which exhibit is attached hereto and incorporated herein by reference Immediately after receipt of notice by Depositor, the Bank shall deliver the Collateral, together with any necessary assignment(s), to Customer, and the Bank shall have no further obligations under the Custodial Agreement Section 5 4 TERMINATION OF THE CUSTODIAL AGREEMENT The Custodial Agreement shall terminate upon the earlier of the following (1) thirty days from the date that Customer notifies the bank of the termination of the Agreement and delivers the consent of Depositor to such termination and transfer of the collateral, or (11) when the Bank no longer holds the Collateral identified in a Confirm and pledged to Depositor pursuant to these Terms and Conditions These Terms and Conditions are effective as of licustomer" Bank One, Texas, N A By "Depositor" By , 19 "Bank" Federal Home Loan Bank of Dallas By Title _ Title Title A FEDCRAI HOML LOAN BANkOf DAIIAS Federal Home Loan Bank-Dallas 5605 N MacArthur Blvd Irving TX 75030 etui nable sole custody receipt for and on behalf of Custody Receipt Bank One Greenville Public Entity Name Attn Judy Guyton 1717 Main Street, LL1 Dallas TX 75201 Customer No 6500015 Par/Shares Security Description e 1 952 078 0000 FHLMC 182128 790 673 9700 Cusip Number 3134ONLH4 Maturity Rate issued 12/01/2007 800000 04/01/1983 Interest Schedule Monthly on Day 1 (Payment delay of 45 days ) 1 952 078 00 PLEDGED to Public Entity Name aceipt issued for Receipt No Tax-ID 12001082 752270994 Dated Acquired 08/25/92 08/12/92 on 08/12/1992 SPECIMAN NON NEGOTIABLE AUTHORIZATION TO RELEASE SECURITIES CUSTODIAN BANK Federal Home Loan Bank, Dallas, Texas DEPOSITORY BANK/CUSTOMER Bank One, Texas, NA Pledgee/Depositor THE CUSTODIAN BANK NAMED ABOVE You are hereby authorized to allow the release of the securities described below upon request from the above named Depository Bank/Customer Safekeeping Custody Receipt Account No. Number(sl Security Description Par Amount of Cusio Number Securitle Bank One. Texas. N.A. Name of Depository/Customer Authorized Signature Date Name of Pledgee Depositor Authorized Signature Date 2752 BANK ONE, TEXAS, NA Amount of Paid-up Capital Stock $64,000000 Permanent Surplus $935,699,000 Undivided Profits and Capital Reserves $309,002,000 Total Stockholder's Equity $1,308,701,000 as of March 31, 1993 Current Bank Credit Rating By Moody's AA3/P1 (Long Term/Short Tenn) Standard & Poors AA/A-1+ (Long Term/Short Tenn) SECURITIES LENDING PROGRAM Bank, One, Indianapolis N.A./Banc One Investment Advisors Corporation Purpose of the Program To provide enhanced revenue opportunities for fixed- income securities history of the Program Bank One. Indianapolis. N.A. has been providing securities lending for Public Funds, Insurance Companies, Custodial Accounts and Financial Institutions since 1981 Current Asset Value Averages % Loan on a Day-to-Day Basis Why Loan Securities What is a Securities Loan Advantages to Client For Additional Information Market value of eligible accounts, $5 billion Government secunties 69% Broker borrowers need secunties daily to meet current sale obligations to make good delivery to a purchaser or to provide securities for an arbitrage transactions A securities loan is simply securities temporarily lends for 102% collateral t method where an owner of securities to a broker in return To gam extra income that would otherwise be lost - No disruption to present investment management of the bond portfolio An automated secunti;s lending system provides a monthly record of all lending activities Experienced staff of lending professionals Bank One. Indianapolis. N.A.'s established contacts with the brokerage community provide a high average daily loan ratio Please call Joe Benson of Banc One Investment Advisors Corporation at 1-800-888-0107 or (817) 884-5021 Attachment A DEPOSITORY CONTRACT FOR FUNDS OF INDEPENDENT SCHOOL DISTRICTS UNDER THE SC1400L DEPOSITORY ACT AS AMENDED STATE OF TEXAS ' COUNTY Of 1091 1093 BIENNIUM County Outbid Number Bank Routing Number haremditer rolened 10 as the Condition` located at ARTICLE I Name .1 Doposllory BanN County Stets of Texas being either a stele bank eulhriied and regulated by the Bank Address City Zip Code Name of County ing Doparlormt Sell Support and Administration Act of a national bank authorised and regulated by Parietal law lo Dep in the the Act Stele of Tezat and the deposits ion 23 71 at sOq of which are Insured by the Pectoral Deposit Insurance Corporation was duly selected in accordance with the School l Depositary (Sect Independent School District Education Code) by find Board of Trustees Of the Name of District aced in -County Texas hereinafter retailed to as the ISO to serve as the DePOaaory for in the avail of he bits as claimed in the Name Of County School Depository pct es one of the Delulsilofms) of the school funds of the ISO except those school bonds permitted ke law to he deposited or invested of rsu 1-t at the sole discretion of the Board of Trustees of the ISO The action of file Board of Trustees of the ISO was duly taken and the Depository la to eons pusua eposltOry a failure to adhere t this contract for a period of two years beginning September 1 19_ and artirry August gl 19._ unless snner terminated by O J 19 Depository s to all requirements of the School Depository Act and of this contract Said action was a result of bids opened on bids submitted to the ISD being the bast or equal to the bast bid selected from number submitted permanent don the S ARTICLE II suW iohl bid is attached beret and made a pan hareo(rby reference andeThis Contract titl bsubstantiall led to theySc ooh aDepos tary Act set forth fli23 7 l D 1s at Iseq in the Act a copy O by the ISO Or of the Texas Education Code and any amendments therolo and to any and all ads of the Taxes lagislalura which ebbed public monbs held by the ISO during the term of this contract ARTICLE III of tuns arm n such a corporals If the Depository elected to file with the ISO a corporate surely bond in an Initial amount equal to IS, ,,y Contract Ithen edfully exlecmed Of ISO y th ry by the Board of Trustees of the ISO to be on deposit with Depositary during the term of this O la attached herald and made a pan surely bond in the salami of $ - in the form and conditioned as required by the School Depository Act provided lusher that the initial amount of ilia corporate surety bond may rise or fall from day to day an long u all deposits of ISO are hereof by reference pro lolly and wholly protected II the Depository did full elect to make the corporate surety bond in the amount and as referred ed in A above then the Depository shah have the option n e their depositing or pledging with the O strict or with a trustee designated by the District approved secunues es.~efinad m the School Depository Act n an it from day today during the term of hie contract prow dad that by l deposit ated Depot dry th ,zed amount at market value sufficient to adequately protect the funds of the ISO agency and shall be in a total market in dance Capin aw and w aul Ili standards acceptable to A or the Texas Education Agency the p anytim shall by Pie SD S a rccties and proved (1) vat al as ed saedrfai s (1) the pledge of approved securities shall be waived only to the extent of the exact dollar amount of Federal Deposit Insurance protect on for the funds of the ISO on deposit with the Depository from day to day and in the event of any termination of such insurance prdfecti adion this ca ine p contract shall immediately become void except as provided in (e) hereinafter )esdovy shall credit the &CCwnqs) or the ISO with the lull to Depositary or the lore 1-t Of he SO no at~r than the banking day next fol cw rig he day of the Depository hs condi ions Of the (7) Tell Slate Texas Warrants of approved receipt 91 such xis W is and for lends transferred the reenicelly the district shell receive credit on the effective settlement dale that the Depository she faithfully bligedona devolving upon the Depository by law and this contract pay upon presentation all checks or drafts drawn on perform all duties and o flu fed the ISO ndepost of cdmfcets -chin, duly I lheentered acccofd Deno he law Texas pay upon demo period o of erotica demand epos red r ono upon maturity or after the any u order of the Board rm all vies and of the ISO In the Depositary pay Y and faithfully keep account for as required by law and Wildully pay over at maturity or on demand as the ISO may sad 1o any successor depositary S o all balances of funds of the ISO then on deposit with the Depository p) the pledge of approved aecurh ss required by this contract shall be a continuing Pledge feat rig only upon the later of the terminatin of this the fulfillment by the Depository of all of he duties and obligations arising out of this conuad aria a continuing security aiteresl in favor at f the e ISO ISD shell anaa have he fight with any such pledge to all proceeds of solo and to all rides rig the Depository ary substitutions replecemems and exchanges of tecurhiee end f no even alist attach shall such Immediately continuing upon security interest be voidod by any act of did Depositary but but Mlvhe approve the foregoi and replace substitu and sel all of 11 approved securtllesS provm(edchat all of thel other c nditioin$ of this cone cl a e Wheals I~y the Depository plantl wch pledge shall be in addition IOhPII the C0Os@IVt Of the other remedies available in law to the ISO of dopes I which (5) the District She" in eaallo else the Depositary l Cats 01 d has 1 alters the ending dale 01 Ili a Cloaffect 0, 0 sttr ct shall be allowed tw mdfaw ertifiicated of a pot 1 to the may apply new IS loss of accrued interest of naCupon the ending dale of acceptance by To as Educat on Agency oM lbe contract and the b d aims ad this centred without (6) This contract shall become bind rig upon the ISO and the Oepoalory only Pon the bank holding hoa10 (7) the Depository shall immedmlelY WrniSh or cause 10 be lumuhpd to Iba ISO dogmas s l lace to show ad valid safekeeping 0r bust receipts issue as re b red old a ao, dirt approved secunhs hid dde sl asuant to t Dislncl li provde disc iption of secu a os being pledged and ev dance thatl se<uallea au®c acceptable nlowneco pis and OOPOSnory shall Upon hiocop as of all such rota fib and ptrotcop as dance w Ih (1) above and the ISO shall Promptly fumist an ns when capes of it s Cardiac, p to subs) lutana and odd Iran' and w ,,an not co of deltance by the Texas tEeucsion Agency i and Agency Add I D via On W teem D T e s Bu Id q 1701 made N Congress Avenue Austin Texas 76701 lof accep Y lute 10 as secu I as plunged ed to sake mined aid possess on (a) upon anyffosnq or lmlum of Oepos ton` and the ISO m(I ~1 to Ili s dOPOS Mary contract 51 all be doomed to h vested in end 10 be held an. I lh IS ban dine Ipossoss on h oe i isSBrO d the Depas lory of ind to sell any and all of sucl pledged 101-1-105 Mich., I i sal°keop q C It the Depository elects 10 give both • 001POrale surely bond and to Pledge approved sactrrillea such corporate surety bond and Pledged approved secomies shall be in an aggregate amount which together ,in applicable Federal Depsed Insurance Corporalbn Insurance shall adequately protect the total amount of ISO funds on deposit with Depository from day to day The Provisions of A above permitting the amount of the corporate surety, bond to Plea ot fall from day to day and all or the provisions or B above relating to the amount all conditions of pledge of approved secuMlee Including but not limited to substitution and condlllane of pledge shall apply to the sledlon permuted by this paragraph C ARTICLE IV On the execution date of this Depository Contract the depository bank agrees to cover by corporals surety bond andlor pledge of approved securities an amount that is equal to funds anticipated to be on deposit from day to day which is estimated not to exceed Dollars (f ) and warrants that the initial total corporate surety bond and securities In safekeeping and trust for the protection of the funds (including FDIC coverage) of the ISO in the hands of the Depository is as follows Corporate Surety Bond Market Value of Securities Pledged FDIC Insurance (Regular/Demand( FDIC Insurance (Int L Sinking) FDIC Insurance (Time f Savings) Total Initial Secured Amount f f IBO 000) S10000,01 f (Maximum $1000001 s ARTICLE V Subsequent 10 the execution date of this contract should the amount of deposit exceed that which is initially covered by corporate surety bond pledged approved securities and FDIC insurance said amount will be increased and photocopies of the safekeeping recalpts of the additional scones andlor Increased corporate surety bond will be provided in accordance with the Texas Education Code and Texas Education Agency rules ARTICLE VI This contrail nit executed by the ISO and the Depository In three copies all of which shall be deemed originals TO BE COMPLETED BY BANK 111111111111 Transit Routing Number (Must be 9 digits) ` Type of Account (Check One) -Checking (22) -Savings (32) Account Number (Up to 13 digits) AGREED AND ACCEPTED on behalf of Depository this 19 Typed Name of Depository Signature of Aulhonzed Officer Title of Authorized Officer AGREED AND ACCEPTED on banal( of ISO this Signature of President of School Board A T T E S T Signature of Secretary of School Board ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF 19 Before me the undersigned authority In and for said county and state on this day personally appeared known to me to be the person whose name is subscribed Io the foregoing instrument on behalf of the Depository named therein and known to me to be an officer authorized to execule the foregoing instrument on behalf of said depository and acknowledged to me that (s)he executed the same as the ad and dead of said Depository for the purpose therein expressed and in the capacity therein staled Given under my hand and seal of office this the (SEAL) day of Notary Publ c in and for county Texas My Commis, on E p '.S ACCEPTED AND FILED AT TEXAS EOUCATION AGENCY AUSTIN TEXAS 19___ The Aud I Di 3 0 LLIO V OMM~OO V100 <hMOOJ VI NORM VIO ~DN VI ~O MYNO O~ N,^ wz ~ OV1toNo .y O~U V100~M W~pp yNyN VNI MV~OM ` 0 O WM~O ~O ¢O ~y~ KK V1 N h N N N oM w u V "'aNOOJMI~ V~p~MO~D ~ Oo a w t~ V ~OV OMOOOOOM~V10000 M M O O O Vmv n O0 O0 G0 O00~ aO aa LL~ µ p p~~µ p ~ p p p p p r~.MiO<-hr t+~INNOVI~N~^ ~ u N Vl z .y ¢ I IIII v y 6 ~ ~ 00.-i.-~N W6JN V~~MN.ti .v n ~ ' M M 0 0 E F N m ~ ~ ¢ h V ~ ~ s K z z H o ~ u 6 d Q~ OZz da e 5 V V V N Z LL 6 Q N 0 0 0 V vi 2LL ^ M m m ~o N~ ^ h ~ rn O N o m V M W W U m N^ m Q U O O O N W O O N yy h ti O o ri LL¢ i s^ n ~ rv m~ m m~ 00 OR O E K CA 1 ~ rh IIII ~ A s Ao~ V ~ F ~ t- r~i ~i ~ o q w S o da aa~z~, dwOOuLLaj~~~~, ~~+20oz aoz r o u u u Cz z~° w z"~~~~ o ¢a' ¢¢a a z z z« Q~u °u~x°~*yu o wrtox►~s►ixoaooeN~- q p d ~a q V) y • q ~ FF~i a+ QN V ~gyN A ^O Qn G ~ p ~ O S ~ V U ~ y~ r" ~2 OgA N d ~ p w Zy y ~ ~ v Gg aY+ ~n CO p U u N Vi Q1 V 7 N U ~fj 0.L" ~ V V A O i y b b ZZ ~tl0 SSA 0.L Eli OA Ub ~ f7 aw+U >,ZN.C Ab. t~qW Qma W^ v w~ppvptat°~~i a rya, SG9y~±a v Y3 ywy O V N A O'p '~yqy eO `p~ O C CLp: .~Oy. 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[ 0.AT R ~ Y V b ~'a q ~ ~ ^p 0.~~ ~ ~j ~ A a 5abaj'«'~0 'O a'~'~''~J t'qd .']•«~01w+~,o v C 'd 4> T N O a1 O aJ T N T N MIS ai'a~ac7C'r[ oF°~~ a~+ ~ c~F° ~ $~r oFG o~rO:°F[ Q aamuor~ Sri ate row°'3= I H► E, 8r o Sr w ~ pw ~ ~ A q o'~ ,d m~ A p C~ O y p_ q lobw SOHO, WHO Vi '0" b ~ N y.~ U~ N q 7 w y~.~' qj a~°low ~~c~ 0Q B 0 cm, ~ol~ 3.~ s aff OF DENTON COMMERCIAL CHECKING Service Information Service Benefits ► Bank One's Commercial Checking Account provides unlimited transaction privileges at competitive price; ► City of Denton receives an attractive Earnings Credit based upon the average collected funds in the account and the Bank One, Texas, N A. 30-day Jumbo CD rate, effectively offsetting the cost of the account plus other cash management services (e g, Account Reconciliation, Lock Box, etc) ► A monthly debit to the account - after sufficient time to review the Account Analysis - is Bank One's preferred method of payment ► Bank One allows the flexibility to pay for services with either "hard" dollar or compensating balances methods, applying the same Commercial Services Fee schedule to both ► The Account Analysis statement lists the services used in an unbundled format and important balance information, featuring a convenient way for you to keep track of usage and volumes ► Items deposited into a Commercial Checking Account receive timely processing and collection, offering optional accelerated availability schedules to enhance the availability of funds Proven Performance ► Bank One's full-service Commercial Checking Account satisfies the complex checking and cash management needs of thousands of customers ► The flexible software and aggressive availability schedules maximize your use of the account Over 47,000 Corporate Customers use their Account sis statements to review volume and monthly actl Page 1 MY Off' UUN't'ON ACCOUNT RECONCILIATION Service information Service Benefits ► Bank One's Account Reconciliation service provides more efficient account balancing, enhancing the control over checks written and items deposited The timely sorting of checks and distribution of reports features enhanced audit controls, offering the opportunity to detect potential errors earlier ► The service minimizes City of Denton's administrative burdens, reconciling either checks written, multiple-location deposits, or both ► Safekeeping services are available for high volume accounts, Bank One will provide the actual check imaging information serial sorted on microfiche ► Computer automation further increases the control, electronically supplying you with paid check information in the form of magnetic tapes or data transmissions ► Deposit Reconciliations provide sorting of deposits on a location-by location basis, assisting in the segregation of funds and balancing of accounts ► Reconciliation information may be delivered to City of Denton on hardcopy reports, Magnetic Tape, Diskette or Data Transmission ► Bank One offers Account Reconciliation services from the simple task of putting checks in numerical order to the more sophisticated full reconciliation, where you send Bank One the checks you have issued during the month and we reconcile that to the checks we have paid during the month Proven Performance ► Bank One performs numerous reconciliations for customers writing 200 or more checks per month Tho flexible Wndle he complex requests cof customers staff Page 6 cm of T)ENTON BALANCE REPORTING Service Information Service Benefits ► Bank One's Balance Reporting service provides City of Denton with a variety of electronic information options, delivering the precise account balance and activity data required to make time-critical decisions ► Access to account balance and activity information increases opportunities to invest funds while avoiding potential overdrafts ► The tracking of account information over a period of time enhances the accuracy of cash forecasting and strengthens audit controls ► Bank One Corporate Access offers information on variety of Cash Management services including Current Day Credit and Float figures on Lock Box, or Controlled Disbursement Totals, or Detail information on Lock Box items received including invoice number, payee, dollar amount per item Proven 1 Performance ► Bank one provides daily information to hundreds of satisfied customers ► The flexible standard and custom report formats satisfy even the most demanding customer requirements information Closing Ledger Balance Available Closing Collected Balance • Month-to-Date Average Collected Balance • One Day Float • Two Day Float • Total Dollar Amount of All Credits • Total Number of Credits • Total Dollar Amount of All Debits • Total Number of Debits • Individual Deposits • Individual Checks Paid • Individual Outgoing Money Transfer • Individual Incoming Money Transfer • Individual Zero Balance Account Credit • Individual Zero Balance Account Debit Page 7 MY OF DRN'T'UN AUTOMATED CLEARINGHOUSE (ACH) Service Information Service Benefits ► Bank one's flexible ACH system provides the City of Denton with innovative transaction initiation and receipt processing ► Security and authentication procedures include verification of file trailer record totals checking for valid file identification, information, duplicate fields, processing dates, and dollar value ► Timely ACH transactions avoid the high cost of Wire Transfers ► Deliver of data through transmission, magnetic tape, or diskette provides a variety of compatible options for processing ► ACH simplifies the payment process for your customers, allowing your company the control of initiating payments from their accounts ► Cash Concentration offers your company the ability to move funds from outlying locations or "field banks" to your main depository, eliminating excessive balances and enhancing cash control ► Bank One has operated a Amdahl 5890 to process ACH transactions for three years, the software PEP+ has been installed for three and one-half years Proven Performance ► Bank One's ACH Department electronically processes 19 million in interbank debit and credit transactions monthly for a variety of small- to large-sized companies ► Each month Bank One successfully moves over $8 billion dollars in payroll and debit transactions ► Bank One's staff constantly updates software, procedures, and training to coincide with the growing ACH volume, technological advances, and customers' 4000 Page 8 0 41' UEMN DIRECT PAYROLL DEPOSIT (DPD) Service Information Service Benefits ► ACH provides the ability to offer Direct Payroll Deposit services, a unique benefit for both the employee and the employer ► Direct Deposit allows employee's paychecks to be electronically deposited into their account automatically on payday ► Bank One may accept payroll information direct from your company through main-frame to main- frame transmission, or magnetic tape, or diskette, or through a third-party payroll processor, 1 e, ADP ► Direct Deposit allows your company precise control over payroll deposits further enhancing cash forecasting ► Payroll accounts are transfer is a singular Deposit Payroll file easier to reconcile since the total of the entire Direct ► Bank One's Disaster Recovery Contingency Plan includes the following features • Pre-designated alternate processing facility • Off-sight storage of back-up files • Off-sight storage of supplies ready to transfer to the designated alternate processing facility Proven Performance ► Bank One's ACH Department electronically processes 19 million in interbank debit and credit transactions monthly for a variety of small- to large-sized companies ► Each month Bank One successfully moves over $8 billion dollars in payroll and debit transactions ► Bank One's vaned applications provide customers with valuable expertise and cost-effective electronic payment processing Page 9 CM OV DENTON s CONTROLLED DISBURSEMENT Service Information Service Benefits ► Bank One's Controlled Disbursement service provides precise management over daily check funding requirements ► Bank One's control points are strategically located in remote banking offices, 1 e, Levelland, Port Arthur, Round Rock ► By working closely with the Federal Reserve system, Bank One is able to offer prompt and accurate notification of check clearing totals ► Flexible reporting options allow your Company to receive Controlled Disbursement daily totals through a telephone- based response or on-line using a Personal Computer ► A 9 30 a in (CDT) first presentment ensures sufficient time to prepare investment decisions - - second presentments are held over to the following day ► Since Bank One offers Controlled Disbursement services to only the most credit-worthy customers, an annual review is preformed by the Relationship Officer to ensure the integrity of the service Proven Performance ► The "Payor Bank Service" supplied by the Federal Reserve Bank of Dallas, ranks as one of the best presentments points in the nation ► References are available upon request from current customers ► The continuity of processing and Cash Management staff provides superior customer service Page 10 CITY OF DENTON mwiwnwm~ AUTOMATED WIRE TRANSFER SERVICES Service Information Service Benefits ► Bank One's Automated Wire Transfer System enables you to retrieve vital information concerning money transfers Repetitive Transfers, Serm-Repetitive Transfers, Non-Repetitive, Future Dated Transfer and Drawdown Request, and Automatic Standing Transfer illustrates the full menu of Wire Transfer choices Bank One offers ► City of Denton provides detailed security information on wire transfer users to ensure that the level of security received, matches your company's standards ► Through this electronic gateway, City of Denton needs only one telephone call to access critical information concerning wire transfers both in to and out of your accounts ► The menu driven system eases your ability to perform vital functions ► Automated Wire Transfer Services gives your company the best of both worlds - increased security and reduced costs ► Bank One has spent hours ensuring the authenticity of data received through PC systems, increasing security Proven Performance ► Approximately 78,000 transactions are processed monthly on Bank One's MoneyNet System Bank One Texas' Wire Transfer Department successfully transfers over $110 billion dollars monthly The varied customer and processing applications have led to the development of highly flexible software Page 11 CM OF DEN'ON COMMERCIAL VAULT SERVICES Service Information Service Benefits ► Bank One's Commercial Deposit service provides high-volume cash customers such as Lewisville I S D with a full-service vault facilities, enhancing the security and efficiency of deposits ► Numerous controls ensure accurare deposits, including dual control of funds, superior intervention on all overages/shortages, and continuous camera coverage of vault ► The Bank works with high volume customers to develop compatible procedures, minimizing each company's administrative burden ► Bank One's efficiencies speed the flow of deposits, ensuring security of funds and optimum customer service ► Full service coin and strap currency processing is available ► No additional Commercial Deposit fees are assessed for processing during "premium" peak periods Proven Performance ► Bank One's Commercial Deposit facilities process for some of the largest companies operating in Texas ► The years of experiences with high-volume cash deposits offer prospective customers a wide array of ideas to streamline their gathering, processing, and transportation procedures Page 12 DENTON ACCOUNT ANALYSIS Page 15 BANK'ONE BANK ONEr TEXASt NA CORPORATE CASH AGREEMENT ( Customer-) hereby authorizes and duets !lank One Texas NA to transfer funds between Customers operating Account No Dank One Texas NA (the Operating Account )end Customerc investment Account No A (the investment Account) upon and subject to the terms and conditions set forth h In m this a Transfer and Investment Authorization [lank One Texas N One Texas N.A sha &I Agreement (the Agreement") 1 TRAPIS= AtMIORITATION At the end of each banlunghe day, Cuso me may hangs he tom&cally transfer the investment Account All Peg upon 24 hourstadvance notice to Bank One collected funds in the Operating Account in excess of $ ( i ) interest earned them in shall remain in thecinvestment bAccount yuntil this Agra men is t rminted exas N.A. nsferred to he ever cha rats Ine excess tof one par with calondar month will W leas than the peg, tra until collected [ands in the Operating Account at the end of any banking day are, for any reason in which event Bank One Texas NA Account (but only to the ext ent of the balance therein) to the operating Account an amount sufficient shall automatically transfer from the Investment to restore the balance in the operating Account to the amount of the Peg. The Investment Account balance at the end of each banking day (after completion of the transfers contemplated by Paragraph y WC['RIiS1 FARAIPD (the Varibe I bow) d that will n be determined by And In in le interest the sole druret on of Bank One, Texas, NA. without notice to may very each M he period Rat swiill not Available he Investment delivered, bat ncesat the end of mailed or only be earned however if the eepossitt (As he rainafter define) is offered fortis Da iposite If the Deposit this rate 0 ( basis Poi) below if Bank One, Texas N.A. pays interest on the Operating each banking day (after completion of the transfers contemplated by Paragraph 1 Above) will (i) ned by and dete rate per ternate at a Period Interest appl Account interest sole d NA without inotice to Customer or (ii) If the Operating Ac cots tnis la demand deposit enum arn no sin erest during app! cable Interest Period Bank One Texas 72 be cable 9, BMIRPSI' PERIOD For purposes of this Agreement Interest Period shall mean the period beginning at 8 00 nod of t hours ahalday at t h end of which interest earned is or would be calculated and ending at 8 OD a m on the next banking day (e g. an Interest nce to the Investment Account balance at the end of the day on Friday before a two-day weeken} 4 QNy ry srmE rAVIHORIZATION The Investment Account balance will be combined with aggregate funds bof other customers and alance (u) that is an such egg egate bale One obligation of ank coincid shall Texas shall be invested in a deposit (the Deposit ) (I) in a principal amount approximatelyeq ith the ayy at annyy time and from time to invest the Investment Account balance o her than inch n a Depoau w he Cayma Interestra Texas Grand ve no obligation or Authority Branch ha to time determine in its sole discretion, that a Deposit is not available 5 RISK OF LASS. If a Deposit is not available the Investment Account balance will be a deposit eligible for FDIC deposit Insurance (subject to FDIC Customer limits and cable unders in the Investment Account represnt ownership bly Cups omer of an undivideA merest insuc061h Deposit anld that such funds will nnds ot betreated bysBan f On s IC or Insurance tha its Investment Account balance bears tolthe princiany of the DepositC If! ibe Cayman Branch shouldedefault n iitseobligatons under anDepos tt Customer's entire Investment Account balance may be lost 6 PERIODIC STATEMFNM Bank One Texas NA shall provide Customer a periodic statement (on the same cycle as the Operating Account showing, for each banking day during the statement cycle the amount of interest earned and credited and the Investment Account balance 7 PERIODIC FEE. Customer agrees to pay Bank One Texas standard monthly fee which may be changed without notice to Customer and which may be automatically deducted from the Investment Account or Operating Account balance On the date this Agreement was mailed or delivered such fee was S per calendar month & OVERDRAFM Bank One Texas NA shall have no obligation or authority to permit Customer to overdraw the Investment Account Drafts in excess of the aggregate balance in the Operating Account and Investment Account will be treated As overdrafts to the Operating Account 9 TERMINATION This Agreement may be terminated by either party upon notice to he other This Agreement shall automatically terminate if for any reason it shall become unlawful for Bank One Texas N.A. to obtain or if the Cayman Branch tto Issue a he sole and eposiisive remedy of the aggrieved party expensesY waive 10 LU-MTATION OF REMEDIES. In the event of any breach of any provision of this Agreement irre parties such breach and losses l out-of action shal be an and any land all other acbonsliswhether akwtor in equity esincl d ng, without limitation any consequentiand al orinc d ntal d m Bub!! sse , oor U It PARTIES BOUND/GOVERNING LAW This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors heirs, and assigns This Agreement shall be governed by the laws of the State of Texas. It AUMOILITY Each signatory to this Agreement represents and warrants that he or she has the requisite power and authonty to execute this Bank One, eas N.A. reasonably behaves to be au a sous N.A. shall be entitled to rely upon any notice from ment Agnomen on behalf of or in writing) or Bank One NA as the case may be Bank One, Custo (whether oral COMPANY Name (Type or PnntJ Signature (Authorised Signer) Title Date Bank Oae Dallas post office Box 655415 Dallas Texas 75265 5415 Attn Cash Management Name (Type or Signature (Authomed Signer) lI le Dais BANK=ONE. BANK ONE, TEXAS, NA INFORMATION REPORTING SERVICES AGREEMENT This Information Reporting Services Agreement (the Agreement ) dated is executed by and between Bank One, Texas, National Association ("Bank One ) and the undersigned Customer (the Customer ) In consideration of the mutual covenants contained herein Bank One and the Customer agree as follows 1 Services Book one will make available to the Customer the cash management information transaction and other informational services (the Services) The services are more particularly described in the User Guide and/or in other written materials from time to time provided to the Customer by Book one (collectively, as amended and supplemented from time to time the "User Guides ) Bank Out will make available and perform the Services substantially as described in the User Guides, however, Bonk One shall have the right to revue the User Guides from time to time Bank One shall also have the right to perform the Services by such means and subject to such time deadlines as Bonk One shall establish from time to time with notification to the Customer Banc One will periodically publish revisions to the User Guides however until published revisions will be available for the Customers review at Bank Ones offices instructions directions and requests from the Customer with regard to the Services required must be communicated in a written form satisfactory to Bank Out Bank Out must be permitted a reasonable time to respond 2 Customer s Eayinrilem The Customer at its sole cost and expense will provide and maintain all equipment from time to time necessary to obtain access to and utilize the Services or otherwise necessary to comply with the provisions requirements and instructions contained in the User Guides 3 Indemnities (a) Customer agrees to hold harmless and indemnify Bank One it employees agents and affiliates from and against any and all liabilities claims costs expenses losses and damages of any and every kind (including reasonable attorneys fees and costs) arising out of or resulting directly or indirectly from the acts or omissions or Customer or third party reporting services selected by and contracting with Bank One in Connection with this Agreement or the Services contemplated herein It is the intention or the parties hereto that that indemnification shall be unlimited and that it shall include but not be limited to any and all direct indirect, incidental consequential and punitive damages (b) Except for the willful misconduct or gross negligence of Banc One its employees or agents Customer releases Bank One. its employees and agents from all liabilities claims costs expenses losses and damages of any and every kind armng out of or resulting directly or indirectly from any act omission error or delay in the performance or nonperformance of Bank One a services agreements or duties under this Agreement To the extent if any that Banc One shall have any liability under thin Agreement Customer s exclusive remedy and Bank One s entire liability for any and all causes whether for negligence breach of contract warranty or otherwise shall in the aggregate not exceed sat months average billing to Customer taken over the twelve months preceding the month in which the damage or injury is alleged to have occurred but if this Agreement has not been to effect for twelve months preceding such date then over such fewer number of preceding months that this Agreement has been in effect Customer may not assert any claim against Bank One arming to connection with this Agreement more than one year after the occurrence of the event which gives rue to such claim (c) THE OBLIGATIONS RESPONSIBILITIES AND LIABILITIES OF Bank One AS ABOVE DESCRIBED IN SUBPARAGRAPH 3(b) ARE EXCLUSIVE AND IN LIEU OF ANY OTHER GUARANTEES OBLIGATIONS RESPONSIBILITIES AND LIABILITIES HEREUNDER WHETHER DIRECT OF INDIRECT EXPRESS OR IMPLIED UNDER LAW OR EQUITY AND Bank One DISCLAIMS AND CUSTOMER HEREBY WAIVES AND RELINQUISHES ANY FURTHER OR OTHER SUCH GUARANTEES OBLIGATIONS RESPONSIBILITIES AND LIABILITIES ONBukOoeSPARTINCLUDING BUTNOTLIM17EDTO ANY IMPLIED WARRANTIES OF FITNESS FOR APARTICULAR PURPOSE OR OF MERCHANTABILITY AND CUSTOMER WAIVES ALL CLAIMS FOR CONSEQUENTIAL DAMAGES AND ALL CLAIMS REGARDG LOSS OF OR CONSEQUENTIAL. THE EXTENT OF LIABILITY THAT MAY BE IMPOSED ON Bank One S LIMITED STRICTLY AND SOLELY TO INCOME, PROFIT AND USE, OR DAMAGES WHETHER THE CIRCUMSTANCES AND AMOUNTS AS SET FORTH ABOVE IN SUBPARAGRAPH 3(b) (d) If Bank One bas arranged for the simou of a third party reporting service in connection with this Agreement Customer agrees that the releases indemnities waivers limitations and other terms and provisions of subparagraphs 3(b) and 3(c) above shall also tome third party reporting service and the term Banc One as used in such subparagraphs 3(b) and 3(e) shall be deemed to include such thud r reporting service (e) Bank One shall have no responsibility, or liability for early processing or failure cur delay to performance pursuant to the terms or this Agreement when such early processing, failure or delay is due to any natural duaster fire flood storm rinse labor unrest war not act of God power failure equipment failure errors or acts by any third party reporting service cr any other cause beyond Banc One s reasonable control. 4 security, To protect the Customer s access to and utilisation of the Services Bank One shall establish secunty procedures (furnished to the Customer in the User Guides) which shall be and remain confidential The Customer agrees to disclose such procedures only to persons who are authorized to obtain access and utilize the Services and to establish and maintain written procedures to safeguard secunty, (including maintaining and disclosing to Bank One it list of authorized persons on a current bum) The Customer agrees to notify Bank One immediately if the Customer knows suspects or has reason to believe that unauthorized persons have had access to the secunty, procedures that the security procedures have been breached or are inadequate in any way or that the Services are being or might be aeoossed or utilized in any manner potentially detrimental to the Customer or Bank One Bank One shall have the right to change the security procedures immediately and without notice to the Customer if Bank One his reason to believe that the security procedures have been disclosed to unauthorized persons have otherwise been breached are inadequate in any way or permit or might permit the Services to be accessed or utilized in any manner potentially detrimental to the Customer or Bank One 5 Authorization to Record Conversations Bank One m hereby authorized to record on tape or other retention device any or all telephone conversations with the Customer involving instructions directions or requests from the Customer 6 Customer Wormation The Customer agrees to provide Bank One any and all information reasonably requested by Bank Oat in connection with the Services and in connection with the Customers financial condition business operations and equipment used for access to and utilu ation of the PAGCI (IR B&M AGR/1\9M/GAB) Services All Information supplied to Bank One will be treated as confidential t 7 Foes The customer agrees o pay Bank one's prevailing charges In effect from time to time for providing the services utilized or designated s ile account for use by the Customer Payment may be in the form of collected balances remittance from Customer automatic c deduction from Customer or a combination thereof 8 ggineral [ (a) e filligl o This Agreement may be terminated by either party upon not ICs that thirty (70) days written nonce any of this to the other and any such shall be effective greement by the Custo oreBank One may immediately terminate his Agreement i without tn tea tt The provisions of Paragraph 7 hereofrsha I survive ltIL A the termination of his Agreement and any unpaid fees accrued through the date of termination shall be paid upon demand (b) A hsbio w This agreement shall be governed by and Interpreted in accordance with the laws of the State of Texas and venue for any dispute arlang under this Agreement shall be County Texas (c) 8ntire Ace -ePI1Ql• This Agreement supersedes and acts to rescind all prior agreements between he parties with regard to the subject presentations agreements (d) teed except matter of this Agreement The Customer agrees that it has mcan any be modifiednor amended by mutual watt n n, warranties agreement of the parties provision herein this Agreement herein Except as specifically contemplated (d) ver bblI114 It any provision of this Agreement is held to be invalid illegal or unenforceable such provision shall be deleted an the as if such unenforceab Customer and Buds gneifor the purposes of his Agreement therein One shall provii remainder of this Agreem cat shall be °Is Illetgal or (e) PartieBoar This; Agreement and rInclude egimen the offloars, amptomer , cloyees, agents and Mils Agreeem eof haBank One lll be binding rupon and inure to therbenefit ofront f hehpart es here oiand ttheir respective Agreement will l Waremprried out by Bank One b the Customer without prior written consent of Bank One and assigns however r this Agreement Agr this may not be assigned by when from respective heirs successors carried as set forth delivered below I Buher parry an mailed from ostei be dram prepaid and have , return this Agreement time (t) s Notion All Notices required permitted under this by United Stair mad registered or certified d mail, return reivioherparty prior written notice of the new address and the date upon which at will tima e to to time change its address drau for notification purposes by giving the become effective y be construed right or power reu not be construed to be such ( Non Waiver No rely eor emission ither party of any cparty t textra= be rformed by the otheraor anyebreach by airhe other sght hallr power or lobe a waiver hereof A waiver by either er party any a waiver of any succeeding breach or of any other covenant (h) Bsok Ooe__,1nf~ otmetion The Customer agrees that all information not otherwise publicly available that is communicated by Bank One to the Customer shall be treated in strict confidence shall be used only for purposes of his Agreement and shall not be disclosed without the prior written consent of Bank One (a) Titles to Paraarenhs The titles to the paragraphs used in this Agreement are for reference purposes only and shall not be used to interpret the contents thereof COMPANY Name ('type or Print) Signature (Authorised Signer) (Title) (Phone No) Date Originating Branch Bank One Dallas Name (r pe or Print) Signature (Authorised Signer) (Title) (Phone No) Date PAGE2 (IR B&M AGR/1i931GAB) BANK -ONE CONTROLLED DISBURSEMENT SERVICE AGREEMENT Dus Agreement is made by and between BANK ONE, TEXAS N.A ("Bank ) with its prom pa) banking office at with its principal and place of business at is contained herein, Bank and Customer hereby agree as [allows In consideration of the promises and covenant 1 Customer maintains one or more depart accounts as lusted by style and number on Schedule lso maintains a deposit account ( control Bank )10C stomer t a) at amount num her as set forth on Schedule B ("Funding Account ) at Dank with the style and 2 Customer requests aissru 'Bank from time to time transfer funds from the Funding Account to the Disbursing Account Such transfers may be effected haw been by any reasonable means acceptable to Bank ng Account DaItems ilyTotal) Cst mer autihorizes Bank tot transfer funds as of the same banking for 3 Every banking business day (Monda(Ihe dead line ~ mllbe to holidays), before or by ottheeraarrangements made by accessing the Bank a forreposuch business day ay Customer obtain the Daily Total for each Disbursiing Acount In an amount equal to the DailyTotal d with Bank 4 Items drawn on a Disbursing Account which are presented for payment at the Control Bank after the deadline maybe dishonored or payment on such items may be refused or delayed unless Customer has a sufficient available balance of collected funds in such Disbursing Account to over payment of such items If Control Bank pays an item presented after the deadline, such Items will be included in the Daily Total for the appropriate Disbursing Amount on he next banking business day S Customer agrees to maintain a sufficient balance of collected funds in the Funding Account to allow Bank to make transfers in the amount of the Daily ot he Daily Totals to the Disbursing Totals as Account or nty of the Disbud ngg Amounts If the Fu ding the right at Account does not contain sufficient funds to over the transfers certain Customer overdra on a D sbursingfAccoun wh account have been Accounts Bank acknowledges that in shall s cnot be h event required Bank may dsho nor or or funds from the Funding refuse payment of art or some of the items) drawcreate presented for payment 6 Customer authorizes the Control Bank to deliver to Bank all relevant information and documents related to the Disbursing Account and items drawn thereon including without limitation checks deposit information balance information and monthly statements 7 Customer acknowledges and agrees that each of the Disbursing Accounts is subject to a deposit agreement between Customer and the Control Bank only Customer agrees to contact the Bank in matters related to the Disbursing Account such as, for example the issuance of a stop payment order on an item drawn on a Disbursing Account S Customer agrees that it promptly will examine bank statements for the Disbursing Account and the Funding Account Customer agrees to repo any discrepancies (a) between the statements for the Disbursing Account and the transfers shown on the statement for the Funding Account or (b) between the statements in writing to Bank within thirty days after the statement date Failure to notify Bank of any such discrepancies within such time period will relieve Bank of any liability for such discrepancies 9 Customer agrees to promptly pay Bank according to Banks published fee schedule Customer agrees that Bank may reimburse itself for fees due hereunder by debits to Customer's Funding Account If the Funding Account does not have a sufficient collected balance to cover such charges and fees Bank may reimburse itself from any other account maintained by Customer at Bank Customer agrees to reimburse Bank upon demand for any of such charges and fees which remain unpaid Bank may, at its option require advance payment of such charges or fees or a deposit to cover such damages and fees 10 From time to time upon not less than 30 days prior written notice to Customer Bank may change any procedures or fees established in connection with this Agreement Notwithstanding the foregoing Bank may change any procedures without prior notice to Customer where an immediate change in terms or conditions is necessary IR maintain or restore the security of a funds transfer system or any deposit account 11 If Customer notifies Bank of any error or omission by Bank In any transfer under this Agreement the Bank shall undertake to correct such error or omission within a reasonable time by preparing and processing appropriate transfers provided that Customer shall ensure that sufficient funds of Customer are available in the Disbursing Account and/or Funding Account involved 12 In the event of any disagreement hereunder or if conflicting demands or notices are made upon Bank resting to this Agreement or any item or amount received by Bank hereunder Bank may at its option, refuse to comply with any claims or demands on at or refuse to take any other action hereunder with regard to the subject matter of the dispute so long as such dispute continues and in any such event Bank shall not be or become liable to any person for its failure or refusal to act and Bank shall be entitled to continue so to refrain from acting until (a) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction or (b) all differences shall have been adjusted and all doubt resolved by agreement among all of the interested persons The rights of Bank under this paragraph are cumulative of all other rights which it may have by law or otherwise. 13 Customer agrees tolihold harmless and indemnify Bank its employees agents and affiliates from and against any and all liabilities, claims costs expenses losses and damages of any and every kind (including reasonable attorneys fees and costs) ansmg out of or resulting, directly or indirectly from the acts or omissions of Customer or third parties (including without limitation the Control Bank or other financial institutions or automated clearinghouses) mconnection with this Agreement or the transfers contemplated herein It is the intention of the parties hereto that this indemnification shall be unlimited and that it shall include but not be limited to any and all direct indirect incidental consequential and punitive damages 14 (a) Except for the willful misconduct or gross negligence of Bank its employe" or agents Customer releases Bank its employees and agents from all liabilities claims costs expenses losses and damages of any and every kind ansmg out of or resulting directly or indirectly from any act omission error or delay in the performance or nonperformance of Bank s services agreements or duties under this Agreement To the extent if any that Bank shall have any liability under this Agreement Customer s exclusive remedy and Bank s entire lability for any and all causes whether for negligence breach of contract warranty or otherwise shall in the aggregate not exceed six months average billing to Customer taken over the twelve months preceding the month in which the damage or injury is alleged to have occurred but if this Agreement has not been in effect for twelve months preceding such date then over such fewer number of preceding months that this Agreement has been in effect Customer may not assert anv claim against Bank among in connection with this Agreement more thin one ycir titer the occurrence of the went which gives rise to such claim (b) THE OBLIGATIONS[ ROPONSI13ILM13S AND LIABILITIES OF THE BANK AS ABOVE DESCRIBED IN PARAGRAPH It AND SIBILMES OBLIGATIONS EXPRESS OR IMPLIED UN DERRLAW O EQUITY, ANDNTHE BANK DI CLAIMS AND SUBPARAGRAP1414(s) ARE AND HEREUNDER, DIRECT SOR INDIRECT, IN UBU OF ANY OTHER CUSTOMER HEREBY WAIVES AND RELINQUISHES ANY FURTHER OR OTHER SUCH GUARANMBS OBLIGATIONS RESPONSIBILITIES ANY IMPLIED WARRANTIES OF FITNESS FOR A AND LIABILITIES ON THE BANKS PART, PARTICULAR PURPOSE OR OF MERCHANTABILITY.INCLUDING CUSTOMER WAIVES AL, CLAIMS FOR CONSEQUUBNTIAAL DAMAGES AND ALL CLAIMS REGARDING LASS OF REVENUE, INCOME, PROFIT AND USE, OR DAMAGES WHETHER SAME BE DIRECT INDIRECT INCIDENTAI OR CONSEQUENTIAL THE BMW OF LIABILITY THAT MAYBE IMPOSED ON BANK IS LIMITED STRICTLY AND SOLELY rO rIIE CIRCUMSTANCES AND AMOUNT'S AS SET FORTH IN SUBPARAGRAPH 4(s) hs 14(s) and 14(b) about shell also apply (c) Customer agees that the releases indemnities waivers limitations and other terms of provsions of subparagrap to the Control Bank and the term Bank as used in such subparagraphs 14(a) and 14(b) shall be deemed to include such Control Bank 15 The Bank shall have no responsibility or liability for early processingor failure or delay in performance pursuant to the terms of this Agreement when such failure or delay is due to any natural disaster rare flood storm, strike labor unrest, war, act of God power failure equipment failure errors or acts by the Control Bank or any clearinghouse or any other cause beyond Bank a reasonable control that the 16 This Agreement shall be effective for a term of one year from the date hereof The Agreemanens s the shell aothernew each party year written on its non snce ivmwitsrsary ry da datte e for a term of another year unless not less than 30 days prior to such anniversary date either party shall have of Agreement should expire on such anniversary date and not renew In addition this Agreement may be terminated at any time by either party hereto by giving pay when not less then 30 days prior written notice of such termination to the other party Notwithstanding the foregoing, Bank may terminate this Agreement with such comply the A term with the to levy Disbursing mAccount or F nding Account Its elosd forgany erceron or fasubjils in e this ~Agreeme toor Customer provided for immediately due any termination of the be garnishment attachment or similar process, or if any transfer made or contemplated hereunder ceatea, or would create an overdraft in the Funding Account of this r or expiration 14 shall survive prior to such terminatitisonaoroexpiration eThe provisions of paragraphs 11 13 sha affect the rights without or a Agreem or obligations of either partywhich ,may have ariisen or daylight party or delivered by the termination or expiration of this Agreement 17 All notices required in connection with this Agreement shall be deemed to have been given may sent Ce tifiieei i gall pox postaB e Pe paid messenger to the parties at the addressee appearing above or to such other address as either parry y specify in the 18 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 19 No waiver of any provision hereunder shall be binding unless such walver shall bean writing and signed by the party alleged to haw waived such provision Any waiver by either party of any default hereunder shall not operate as a waiver of succeeding defaults 20 If one or more of the provisions of this Agreement or in the Schedules attached should be orhe declared legality, validity detllpl invalid o enforceability ceablle i rang cement should be declared to respect under present or future laws or regulations effective during the term of this Agreement r y' v y and provstons of this entire Agreement shall not be affected or impaired thereby PROVIDED, HOWEVER, that if this entire Agra be illegal invalid or unenforceable or should any regulatory agency direct Bank to shall discontinue pro iding the services; ~h rr` u deer the Ipiarties roedher payments or credits due re to that time shall be moutt or made and this Agree t of the subject matter hereof and all prior negotiations agreements and respec 2e This agreement constitutes the entiree understanding of the parties in writing signed by an authorized is Agreement Agreement cannot be assigned byp eithe~r this iho without the othe rparty's written consent cep representative of each eparty herein IN WITNESS WHEREOF the parties have caused this Agreement to be executed by their duly authorized representatives and same shall be effective as of the date of execution and acceptance by Bank as set forth below Bank Customer By (Authorized Signature) Name (Type or Print) Title Date By (Authorized Signature) (Type or Print) Title SCHEDULE A CONTROLLED DISBURSEMENT SERVICE Disbursmg Account (s) Controlled Disbursement Bank Bank Address Bank Telephone Number Disbursing Accounts (s) Account Number Styled SCHEDULE B CONTROLLED DISBURSEMENT SERVICE Fundmg Account (s) Funding Bank Funding Bank Address Bank Telephone Number Funding Account (s) Account Number Styled SAIVKc'ONE ACCOUNT RECONCILIATION OPERATIONS AGREEMENT This Agreement is made by and between BANK ONE TEXAS N A ( Bank ) with (its 6tomter lbanking office at with its principal and t place of business at In consideration of the mutual promises contained herein it is agreed as follows I Prior to the date on which Recon somms commence company will provide Bank with the following A No less than thirty (30) voided checks lobe inspected to ensure MICR spedButtons have been satisfied Bank will inform Company of the results have the apebdtry to supply said service Inspection of cheeks also applies to each new order of the inspection If specifications are not met, Bank will not received by Company B If full Recon is performed Company will provide Bank with the following: 1 A test tape orlsample of issue register input should Bank so request 2 A list of checks outstanding prior to the period of the first Recon by Bank List must include check serial number date of issue and dollar amount for each check 2 Company assumes the entire responsibility for completeness and accuracy of all information famished to Bank by Company 3 Prior to each reconcilement if applicable Company will provide Bank with an issue register and a transmittal letter Issue rester must be on magnetic tape showing checks issued their serial number date of issue and dollar amount 4 For each Reran period, Bank agrees to provide to Company within ten (10) working days the following (on full Recon ten (10) working days from receipt of issue register and transmittal letter) A Computer reconciliation report containing paid and if applicable outstanding and consolidated list in renal number order B Balanced reports to Demand Deposit Account Statement C Check sort in serial number order of all paid checks as may be requested D Other standard reports and semas as may be requested I? Other nonstandard reports and services as may be requested by Company and agreed upon by Bank 5 Any errors or discrepancies in the output must be reported in writing by Company within fourteen (14) calendar days after receipt or Company is deemed to have accepted the output and waives any right to challenge such errors or discrepancies 6 Company agrees to keep sufficient collected funds on deposit at Bank to support Recon fees or authorizes Bank to charge the amount for such feu The method of charging shall be agreed upon by Bank and Company Should Company default to compensating Bank Bank u under no obligation to perform services Payment is due upon completion of each reconcilement Bank agrees to provide Company with thirty (30) days notification of changes in service charges 7 Nothing herein shall preclude Bank from making such modifications changes or adjustments in the system described herein S Company agrees that Bank s responsibility to Company under this agreement shall be limited to the exercise of ordinary arc Establishment of the substantial compliance with the procedures set forth herein by Bank shall be deemed to constitute the exercise of ordinary are and Company agrees that occasional unintentional deviations by the Bank from the procedures set forth herein shall not be deemed a failure to exercise ordinary am in respect to the transaction in which the devigtions occur In no event shall Bank be liable to Company for failure to follow any of the operating procedures set forth above including without limitation failure to perform any service within the time provided, if the failure to perform is due to the occurrence of any of the following commotion windstorms, earthquakes floods oroothe actslof od delay ie transportation government regulation or interferences other eventany s task or failure cml to or any event beyond the reasonable control of Barak 9 Any coned with Company concerning the Racon should be directed to company telephone number at the office of to This agreement shall become effective when signed by both parties and shall remain in full fora and effect until terminated by thirty (30) days written notice to the other party with the exception that Bank may terminate this agreement without notice at Any time If Company fails to timely pay any sum of money for services described herein Bank Customer By (Authonzcii Signature) Name (Type or Print) Title Date By (Authorized Signature) Name ('type or Print) Title Date AU IOAIA I LU LLLAKInV HOUSL CUSTOMER PARTICIPATION AGREEMENT This Agreement ('Agreement ) is made by and between Bank One, Tees, NA and with ha principal place of business at ( Bank ) a National bank with Its principal banking office at _ ( Customer) ■ In consideration of the promises and covenants contained herein Bank and Customer hereby agree As follows 1 Customer maintains at Bank a deposit account (the Account ) As listed by style and number on Schedule A 2 Customer requests that Bank perform the services that Customer has selected on Schedule B Prom time to time and with the approval of Bank. Customer may select addutot'al services as such are made available by bank and listed on Schedule B 3 Bank is hereby authorized and directed to process debit and credit transactions in connection with the services selected by Customer on Schedule B AB foods transferred by Bank on behalf of Customer in connection with credit entries processed pursuant to this Agreement shall be withdrawn from the Account 4 Subject to the terms of this Agreement Customer requests that the services selected on Schedule B be provided in accordance with the calendar set forth on Schedule C. Customer agrees to notify Bank of any deviation from the calendar set forth on Schedule C, such as without limitation a change on a desrputed file delivery date Customer understands that a change in a designated rile delivery date necessarily change the corresponding settlement date Customer agrees to provide M new calendar annually at least 30 days before the end of the then current year Customer may revise the calendar at any time by any means acceptable to Bank. S Customer agtgea to maintain a sufficient balance of collected funds in the Account to allow Bank to make W transfers and other credit entries contemplated in this Agree ant Bank reserves the right at any time to require that Customer maintain a certain minimum balance in the Account If the Account does not coauin suricient collected funds on the Account to allow Bank to make all transfers and other credit entries contemplated hereunder, Bank shag not be required to make any transfer of funds form the Account which would exceed the balance of collected funds in the Account 6 Customers to prepare and deliver to Bank such information or items as required or requested by Bank to perform the Services contemplated by this Agreement Such in ormation and items shall be prepared and delivered to Bank in such form and manner and at such time and place as shall be acceptable to Bank 7 Bank shall have no obligation at any time on connection with this Agreement to give any notice of any land to any person including the payor or payee of any debit or esedit transaction made hereunder (the Depositor') and Customer shall give any and all such notices at its own cast and expense (lncludsa& without Bmiu xN any notice to its employee as to availability of payroll funds or change in such availability) Notwithstanding the foregoing, if any of the Depositors have depository relationships with Bank this paragraph shall not affect such relationships or any requirements for notice m be given to such Depositors in connection with such relationships This paragraph shall not affect Bank s responsibility to gin any nouces to Customer as such may be xequuod elsewhere to shut Agreement B As to each and every entry that is or will be submitted by Customer to Bank for processing, Customer represents and warrants as follows (a) Customer has obtained from Depositor a currently valid and enforceable written authorisation to Initiate debit or credit entries to the account that a identified in such entry Customer has provided to each such Depositor a copy of such authorization when made No defense or offset exists against Customer on any such authotzation or entry Each such authorization authonzes such debit in credit entries in the focus (paper chock, electronic funds transfer or otherwise) that is specified in the entry that is submitted to Bank All authorization$ that authorise paper checks have appointed Customer as an Agent or representative with authority to mate the signature of Depositor All authorizations that Authorize electronic fund transfers haw been nude in compliance with the Operating Rule and thelOperming Guidelines of the National Automated Clearing House Association msuch Rules and Guidelines maybe amended from time to tome by such Association (NACHA Ruies and Guidelines) Bank shalt gave the right to rely on each such authorization until actual receipt from Customer of a written noise that such authorization during the term of this Agreement is terminated (b) Each entry submitted to Bank for credit to the account of a Depositor is timely (c) Each entry submitted to Bank for debit to the account of a Depositor is timely and is for a sum that on the settlement date with respect to such entry wall be due and owing to Customer from such Depositor, or is for a sum specified by such Depositor to be paid to Customer (d) At the bile each entry is submitted to Bank Customer has no knowledge of any revocation by Depositor of such Depositor's authorisation of such entries, and Customer has no knowledge of any revocation by such Depositors depository institution of its agreement to accept such estrus (c) At the"each entry is submitted to Bank Customer has no knowledge that Depositors authorization of such entries has been terminated to whole or in pan by operation of law (f) Each entrylthat u submitted to Bank has been prepared in compliance with all relevant federal state local and foreign statutes lsws,ordmances regulations, wn s, mjunctmtls and decrees, and no such entry requires any approval from any federal state local or foreign court or governmental department board bureau agency administration, commission or instrumentality As illustrations of the foregoing but without limiting its generality each catty that is submitted to Bank has beep prepared insofar as applicable on compliance with the Electronic Fund Transfer Act, as amended 15 US C. Science 1693 et seq and Regulation Bby the Board of Governors of the Federal Reserve System thereunder as such Regulation may be amended form time to time 12 CF R. Section 2051 (g) As to two transfer, Customer has complied with all applicable laws and governmental regulations, including, without limitation, all relevant notice requoremeals set fo h in the Electronic Fund Transfer Act and Regulation E at such are identified above 9 (a) Customer Agrees to complywith all applicable NACHA Rules and Guidelines and with all applicable Rule and Guideline of the Southwestern Automated Clearing Hoos4 Association ('SWACHA as any or all such Rules and Guidelines may be amended from time m time. Customer shag provide to Bank all information needed by Bank for compliance with all such Rules and Guidelmm (b) Customer agrees to comply with all rules and instructions or Bank relevant to this Agreement including, but not limited to, the ACH Services Speaficabons Manuel 10 Prior to the initiation of the First debit or credit entry to a Depositors account pursuant to this Agreement Customer shall haw delivered or sent notification ( Pre Notification ) complying with the Bank s ACH Services Specification Manuel through Bank to the Federal Raurw System Automated Clearing House Sculemenl Service (the Federal Reserve Service ) for distribution to the Financial institution where the account to be debited or credited is mainwned (the Receiving DFl ) Such Pre-Notification shall be to the effect that Customer intends to initiate one or more entries to the specified account pursuant to the authorization of the Depositor Customer may initiate proper entries to an account of a Depositor through Bank not less than 10 busmen days after such Pre-Nolddationlhas been transmitted by the Federal Reserve Service to the Receiving DFl unless within that time period Bank shall haw received from the Receiving DFI a toper notice of rejection of pre Notification that the Receiving DFI will not accept the described entries 11 Neither Customer nor Bank shall haw the right to reverse adjust or stop payment or posting of an entry after such entry has been received by the Federal Reserve Semr~e or such earlier time as may be imposed by the Rules and Guidelines of NACHA and SWACHA. 11 Customer shall retain the original or a m,crof lm or other copy equivalent to a microfilm record of each written authorization of each Depositor Customer authonutg the initiation of debit or ercAitnr'trn h ;u hhis onxeaccount ofyin the ease of al single entry authorization ator In fter Initiating sec hrentry upon request by Bank. of 7 years after termination or r'vAea Customer shall within S business days of such request deliver to Bank a copy of such authonretion or electron by Depositor in a form that an be easily ma without any optical aid 13 Customer shall bear the sole responsibility for the accuracy of the dollar amounts and account numbers for each entry initialed by Customer through Bank between Cuswmefs 14 Customer yjrees that It prompllywrll examine bank statement for he Account Customer agrees to report any discrepancies; records and the statement for the Account in writing to Dank within 30 days after the statement date Failure to notify Bank of any such discrepancies within such ume period will relieve Bank of any liability for such discrepancies IS Customer agrees to promptly pay Bank according to the Bank & published fee schedule Customer agrees that Bank may reimburse itself for fees due hereunder by debits to Cuslomefs Account If the Account does not have a sufficient collected balance to cover such charges and fees Bank may reimburse demand for es or tees o ra burse Bankcovsr such charger and such charges and fees which remain any Itself from any other account maintained by Customer a Bank each rhos Customer unpaid. Bank may at its torten require advance payment B 16 From time to time upon upon not lest this 30 days prior wntien nonce to Customer Bank may change any procedures or feu established in conaecuoo with thisAgreement Notwithstanding the foregoing Bank may change any procedures without prior notice to Customer where an immediate change in terms or condition is necessary to maintain or restore the security of a funds transfer system or any deposit account 17 If customer notifies Bank of any error or omission b PBa k In any transfer under this Agreement the Bank shall undertake to correct such error or omission within a reasonable lime by preparing and processing appropriate transfers provided that Customer shall enure that sufficient funds of Customer are avoidable in the Account 18 In the event of ray disagreement hereunder or if conflicting demands or notices are made upon Bank relating to this Agreement or any item or amount received by Bank hereunder Bank may, at its option refuse to comply with any claims or demands on it or refuse to take any other action hereunder shall Bank with any or its failure or rrrefusal to act, matter of the dispute Bank shall be entitled to contrinudiute e so to refrain from acting until (a)the rights of all panes hall ~have belia en fully ndpfinally doubt adjudicated by a court of competent jurisdiction or (b) a are romuf letive es shalllthav been which id and hall ave by nrwesoo otherwise agreement among all of the interested armies paragraph areaning persons. The rights of Bank under this Section ]9 Customer agrees to bold harmless and indemnify Bank Its employees agents, affiliates and controlling laws urArhnsmhgrmc for any and every 20 (a) of the Securities Exchange Act of 1934 as amended) from and against any and all liabilities claims, tote ape kind (including reasonable attorneys fees and coals) ans rag out of or resulting, directly or mdireetly for the acts or omission of Customer or third parties shall be unl~ted, connection Service or that it shall (including, without ther financial this Agreement r firmtion, the the tatanfers oa templat d herein Iteis theme nt et o of the oparties hereto ithattthis inordemnifiautomatcatioed clearing mclude but not be limited to any and all strut indirect incidental consequential and punitive damages 20 (a) Except for the wnliful misconduct or gross negligence of Bank, its employees or agents Customer releases Bank Its employees, agents and controlling person (within the meaning of Section 20 (a) of the Securities Exchange An of 1934 as amended) from all liabilities claim costs, expenses, losses resulting di ny act from indimc delay and damages of any and every kdautiexBundcrf this AgreemenrecTotly ex entry of anyathat Ba krshall have ny liabdrrytunderrthis aAgrement ~Cutomees exclusive Bank c services agreements remedy and Bank a scoriae liability for any and all causes whether for negligence breach of contact warranty or otherwise chaff in the aggregate not exceed sin month a average bitting to Customer taken over he twelve months preceding the month to which the damage or injury a alleged to have occurred ding mon preced twelve m Agreement more th an otneeyearr a erthe ooavrrenceof he event but if this bcca ement been m eff~Customer mnot ay not assert any cfor laim against Bnths ank e s ng nsconnefron with over which gives rise to such claim OFANY OTHER THE AND (b) THE OBLIGATIONS, RESPONSIBILITIES AND LIABILITIES OF THE BANK AS ABOVE DESCRIBED IN PARAGRAPH 17 ANIEREUNDER, WWHETHER DIRECT OR INDIRECT EXPRESS OR IMPLIED UNDER LAW OR EQUITY AND BANK DISCLAIMS A H D CUSTOMER HEREBY WAIVES AND RELINQUISHES ANY FURTHER OR OTHER SUCH GUARANTEES OBLIGATIONS, RESPONSIBILITIES AND LIABILITIES ON THE BANKS PART INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF FIMSW FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY AND CUSTOMER WAIVES ALLCLAIMS FORCONSEQUENfIALDAMAGESANDALL CLAIMS REGARDING LOSS OF REVENUE, INCOME PROTIT AND USE, OR DAMAGES WHETHER SAME BE D1REC1 INDIRECT INCIDENTAL OR CONSEQUENTIAL- THE EXTENT OF LIABILITY THAT MAY BE IMPOSED ON BANK IS LIMITED STRICTLY AND SOLELY TO THE CIRCUMSTANCES AND AMOUNTS AS SET TOR nl ABOVE IN SUBPARAGRAPH 20 (a) 21 The Bank shall have no responsibility or liability for early processing or failure or delay in performance pursuant to the terms of this Agreement when such early processing, failure or delay is due to any natural disaster fire flood stone strike labor unrest war not act of God power failure equipment failure errors or acts by the Resmrving DFI any clearing house or the federal Reserve Service or any other cause beyond Bank s reasonable control 22 This Agreement shall be effective for a term of one year from the date hereof Ibis Agreement tshall hrenew er parry written ear notice anniversa its sa y date for a term of another year unless not lest than 30 days prior to such anniversary date either party shall haw sen the o of that the Agreement should expue on such anniversary date and not renew In addition this Agreement may be terminated at any time by either parry hereto by giving not less than 30 days prior written notice of such termination to the other party Notwithstanding the foregoing, Bank may terminate this Agreement w Agmemerft, If gCustomer fails to with nt, attachment same or is madeietssubject the for In this Agree mnotice to stomer if Customer ent or if the Account is closed for to with such the te pay when due aination to ny of the fees effective or similar process or if any transfer made or contemplated hereunder creates, or would create, an overdraft in the Account including, wittout hmnatron, a daylight overdraft 23 All notices Irqurred In connection with the Agreement shall be deemed to have been given when sent Certified Mail postage prepaid or delivered by messenger to the parties at the addresses appearing above or to such other address as either parry may "cry in writing to the other party 24 This Agreement "I be governed by and construed in accordance with the internal laws of the state of Texas and to the extent controlling, federal Is" of the United States of America alleged to have waived such 25 No waiver of any provision hereunder shall be binding unless such waiver shall be in writing and signed by the party provision Any waiver by either party of any default hereunder shall not operate as a waiver of succeeding defaults 26 No termination hereunder or expiration of his Agreement shall affect the rights or obligation of either party which may ban arisen or accrued prior to such termination or expiration The provisions of paragraphs 17 19 and 20 shall survive he termination or expiration of this Agreement ared to be uncnfo 27 If one por mom ure prcivu;ions or regulations effective during their htermcof this Agreement he legality Ival 4 ry dr enfolrceablity of he rema nmg to any respect under presento should be or be declared provisions of this enure Agreement shall not be effected or unpaved thereby PROVIDED HOWEVER that if this entire Agreement , the pto be aymentsor credits due p to the time shall be remit ed ors made and this Agreement shall thereafter be Immediatelytermi~ ted .nthoutpliability two either party 28 This Agreement constitutes; the entire undemanding of the panes m reaped of the subject molter hereof all and poor negotiations Agreements and representations ace merged herein Except at provided in paragraph 16 this Agreement may not be modified except In writing signed by an authorized representative of each party Ths Agreement cannot be assigned by either parry without the other party6 wnden consent IN WITNESS WHRREOP the parties have caused this Agreement to be executed by theirduly authorized representatives and game shall be effective as of the date of execution and acceptance by Sant, as set forth below Bans Customef By (Authorized Signature) Name (type or Pnnt) Title Date Baak one Texas, NA By (Authonud Signature) Name (fype or Pdnt) Title Date (A \ACM AGRt10t16/91) 6AN 100 FUNDS TRANSFER AGREEMENT 7Fn Bank ) a National Bank with its pnnnpal banking office at nth its Agreement is made by and betvrten BANK ONE TEXAS ( ((.utlomtl) a ■nd pnnnpal putt of bu mess at in consideration of the proms" and covenants contained herein Bank and Customer hereby agree as (ollows 1 Customer berctry wthorues Bank to honor execute and charge to any depots account maintained Customer at Bank Ohs Account without icon m toarrwurt (unless an amount limit is clearly set forth User Authowuon porm ruched hed h crtw) any and d all telephonic telephonic telegraphic 0 be ioral or 01171114111 Requests Is auth rued or Orden for the transfer of fund, when such pquau or r orders (e) am reserved from a person identifying Nrnself or herself f w ben meet authorized of Customer lured on the User Authonnlion Forth and (b) are made in compliance with Bank, transfer P~dums under such a r such account Y with nth cal (a) to transfer funds from a~specific cotfuthe ndsgfrom mAmount to any depot( account of aathirdnparty whether Customer c hdeposit ac mount is with Bank a then fl financial Institution N) to transfer arc Personal IdenuOrauor of another n another fwncul nr instnuuoaor (c) to transfer funds from an Account for the account or for ends to 1O0m nests Customer warrants that it will ensure 2 ber*) Customer agues that Bank may assign to each Authorized Representative Initiate a decunrycode security test orother sccunrypromfl it is asstpsdr Bank shall be entitled to rely conclusively upor Number) thud shell be used by such Authorised Representative to o mnuo funds person to is known only to the Authonud then instructions Representative the authority of k p person tip make a transfer and issue alien tnatruebons to Bank it such person user a Personal IOcnta(iesuon Number of aan Authonzed that Personal Identification n Authorised 3 Bank ts hereby authorised to trander funds hued upon predetermined miens contained an written instructions to Bank aped by Represcntatw Representatw A act of such instructions is attached to the Repetitive Transfer Authorization Form which coven pre authorized transfers of a ttpettne nature where the debt and credit parties remain the same and only the date and dollar amount are variable ( Repetitive Transfers ) Each such Reptiam Transfer Authorised Numbers arc known only to approperic T will be assn gnecommunrtatepha ilia or numd s code ( Repetam nsibIdIdentification to fication N ensure that umber ) Rcwhichpctttave shall be Transfer communicated to the Bank when request for epettrw ant of ach transfer of (unds raners am Representatives 4 Customer rtpracnts and warrants that each Amount to be debited will contain sufGnent amlablc funds to allow or payment requested hereunder at the time that such transfer is to be made S Bank "pea to electronically record all telephonic instructions nmrved by Bank t ware Transfer Department from Customer and to rerun such recd trigs fora period not less than rimy days shown ontht promptly examine bank statements for the Account Customer agree" he any ter tµh cunt of Cwiomcr Of (to et Bank tot the s 6 Customer transfers reco Customerds ofe statements sueh transfers andeany t atement aril for the Accounupin wnu g wu&nk within a th rty ocdays l~at Kcount oft date Faor (b) Datify the noes .nth such time period will relieve Bank any ion which for such discrepancies of any such dsereW hurea mdudmg but not binned to money amounts 7 Customer agrees t to dsupply ates to Bank any additional towns or mere Bank may my Authorized p9 trans unds accounts to be be affected dates o of transfers Supplemental nnttrveuooll information m and and further evidence of any Rcpreseh otcedurea established tromrumr to time do any other act arm, to sea hereunder a Customer agrees to use dl personal end Repewrve Identification Numbers and to comply with any other security I condentiality of any Personal by Bank Customer aaedoret aepto not e Bank score dnksan ofbreach departure of any AuthorvcdPerson from n Customer's employment mlthattfBank may onset the or other security pr the Personal Identification Number assigned to such person oats made in compliance with the Agreement within a commercially Reasonable time afte ability Bank yaavrt the not to vend requests have been i Bank but Bonk r such acti q gash agrees w make transfers and but Bank shall act ham o li u ed n a re Bank nLwnmt to Customer for fatting to make a transfer any Req tri to s aka any appropriate but its may any dun to wnfy deadline contained an a request unless such deadline deadline u ommercrally retson an thn"as which tB~ of de are of good faith Bank shad not be Isbla for to refusal w or outheatiau off request fora tfan fen or other request by telephone alts exercise y any other uctionwm Pull not d faith is unable to aaatsfy itself that here request or innnctwn is (T'am by an Authorized Represenusrve Bank or auNentwte any such instru duty for unless the affected Amount contains suRn'at eolleeted funds to Cover such transfer Bannkee lllf for fees disc honor any request or instruction if Hank in good shad haw `w obligation to make any trans w no reimbur to notify Customer that a transfer was delayed Bank r not according deetbe Banks published fec ecbaduk Customer apses that Bank may balance: to 001 Account 10 Customer apace to promptly fepay e such hcresader by debts to Customer, affeclRdmA Ymne tueif (from anysother arrested f n pe Customer aa, to reirebmse Bank upon demand for any of kucn Claatges cover such charges ands tea Hank may require adwnee payment of such Gitarga or fees or • depot to Cover such charges and feet nor written notra to Customer Bank may change any procedures or fees established to connection with and foes fur rtntam unpaid Bank may at its Option rocedupt without pea which neersaarY to r notnn to Customer where an Immediate Chaotic an aims or 11 From tune to time upon ea h es than 30 days p this Agrumat Notwito Notwithstanding o foregoing. h gook may change a funds Smaller system or ty depodt account OF 6 mentor ay hem or amount condWOOS s isagre maintain or reatorc tie toeunry _ am made an 12 In the eve m f any disagreement hereunder of f conflicting daM h any d daoirs or demands it of pause to take any other action hereunder with regard paved by Bank hereunder Bank may nits option refurefuse to Comply such ewnt Bank shall ram be of become liable to any person (or its failure to the subject matter of the dispute so song to such dispute continua and in any shall he to continue 60 to ft*l from acti ut (a) he n or refusal to an and plank eortt(b) all differences shell haw been adjustednand allsdoubt mwlved by agreement among all lo( we in terestedl persons bye coon of competent 1ur h arc cumuutm of ell other rights which it may haw try caw or Otherwise Tate rights of Bank ank under the pengnp lasses and damage[ of any and eve? land (including reamnabk atoraeys fees and eau) ansmg out of or ruulung directly or mdreaty tram Inc aw Of it u the tmcnuor omusan of Customer nit employees to agents or third parties in connection with this Agreement or the inmfen contemplated herein of the panics that this ndemniri"tion shall be unlimited and that a hall include but not be limned to any and all direct indirect incidental mnsequcnual and punnet damages met cmpl 14 (a) Except for he willful misconduct graneigence every kind its aril rig Dear orf oentsuC al dscctlyl or nd& sly (rompaey t m'uron eno or delay in clams costa expenses last damages Y and ry agreeme negligence bit ch o comnclt wsrw any n4 delay to the perfornsance: or eet he extent if any that W Agreement a stomer6 exclusive remedy and Bank 6 entire liabilury or any and all "use Agreement To or ofry under Ids or otherwise shall in the aggrepte not acted au monks avenge billing to Customer liken over the twelve months prcccdng the moon in which the damage bethis en in effect rn Customer b may nor assert a for or injury a alleged to have occuffed but protecting months that this Ageemem has if any claim against Bank darungt neonnecuon withsths Agreement 6moroc invelyc months than one Mr after the occurrona of the event which pve rise to such clam (b) THE OBLIGATIONS RESPONSIBILITIES AND LIABILITIES OF THE BANK AS ABOVE DESCRIBED IN SUBPARAGRAPH 14(a) ARE EXCLUSIVE AND IN LIEU OF ANY OTHER GUARANTEES, OBLIGATIONS RESPONSIBILITIES AND LIABILITIES HEREUNDER, WHETHER DIRECT OR INDIRECT EXPRESS OR IMPLIED CUSTOMER HEREBY WAIVES AND RELINOUISHFS UNDER LAW OR EQUITY, ANY FURTHER OR THER S CH THE BANK DISCLAIMS GUARANTEES, OBLIGATIONS, T ONS, RESPONSIBILITIES AND LIABILITIES ON THE BANK'S PART INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY, AND CUSTOMER WAIVES ALL CLAIMS FOR CONSEOUENTIAL DAMAGES AND ALL CLAIMS REGARDING LOSS OF REVENUE INCOME PROFIT AND USE OR DAMAGES WHETHER SAME BE DIRECT INDIRECT INCIDENTAL OR CONSEOUENTIAL THE EXTENT OF LIABILITY THAT MAY BE IMPOSED ON BANK IS LIMITED STRICTLY AND SOLELY TO THE CIRCUMSTANCES AND AMOUNTS AS SET FORTH ABOVE IN SUBPARAGRAPH 14(a) 15 The Bank shall has no esponsibilm or habdtry for early processing or failure or delay to performance pursuant to he terms of this Agreement %her such failure or delay is due to on) natural disaster fire flood tarn stoke labor unrest war not act of God power failure equipment failure or an other "use beyond Bank s reasonable control 16 This Agreement shall be effective for a term of one year from the date lkcrcof The Agreement shall renew each year on to anniversary date or a term of another year unless not less than 30 days prior to such anniversary date either parry shall have sent the other parry written notice of its intention that the Agreement should eupin on such anmv rmary date and not renew In addition this Agreement ma) be tcrmma eel at an) lime by either parry hereto b) pawing notice to Customer tf Customer jfailsntoscoply with he to rrms of the Ageem net nal f Cus omer fals nto pa) "or ihar forego such mminauoo to be effective immed aal) upon termination when due an) of the fees provided for in this Agreement if the Account is closed for any mason or is made subject to levy gamshment attachment or simda proceu or if any transfer made hereunder creates an overdraft to an Account including without limitation a da)hghi overdraft No m mnatior heeunde or expir<tion of the Agreement shall affect the nghts or obligations of either party which may have angers or seemed pnor to such termination or exptraticn Tht provisions of Paragraph 13 and 14 shall sumvc the termination shall ordeexpiratin of this emcdto have been eemenwhen sent Certified Mad postage prepaid or delivered 17 All nouns required to connection with this Age given ti~ mc=nger to the parties at the addresses appearing above or to such other address as either parry may spiced) rn Writing to the other part) 18 This Agreement shall be govemed by and continued in accordance with the laws of the State of Texas war A 19 waiver b) ender pan) ision heeundn binding not unopente as ai"over shall euin winting otedng and signed b) the party alleged to have warved such provision Iveriver of any hereunder defaults 20 If one or mot of the provisions of this Agreement or in the Schedules attached hereto should be or be declared to be illegal invalid or unenforceable or future laws or temn of this il Aegreement hall not be regulations PROVIDED HOWEVER, that if this entire Agreement shalll bef orr be in an) respect provisions of this entire declared or impaired therea the to be illegal invalid or unenforceable or should on) regulatory agency direct Bank to discontinue provtdng he services hereunder he panne agree that payments of credtu due up to that time shall be remmed or made and this Agreement shall thereafter be immediately tcsminated without habnm to either pan) 21 This Agreement constitutes the entire understanding of the panes to respect of the subject mater hereof and all pnor negotiations agreements n mpre ntatana an merged herein Except as provided to paragraph 11 this Agreement may Other be modified tmn mount wnting signed b) an Authomed without the Repmunutive of tech parry This Agreement cannot be assigned by either parry Pony' ~ 11% WITNESS WHEREOF the parties have "used this Agreement to be executed by their duty Authorized Representatives and lime alkali be cffennc as of he dam of execution and aceeptane by BANK at eel ooh below Bank Cuamef B) (AL11110 red Stjptaue) Name (Type or Pnni) By (Authorized Signature) Name (Type or Print) Title Date Date .Zf BANK= DIVE VAULT SERVICES AGREEMENT 8-0 0426 T (IN2) BANK ONE TEXAS NA This Vault Service Agreement (the Agreement ) dated 6 executed by and between BANK ONE TEXAS NATIONAL ASSOCIATION rBANK ONE-1 and the undersigned Customer (the CWWMCr'7 In consideration of the mutual covenants contained herein BANK ONE and the Customer agree a follows I BANK ONE shell make available m Custome( and perform the Vault Services (the 'Servlcee") substantially BE dewnbed on Exhibit A (Vault Services ."Or ire) BANK ONE shall have the right to revise Exhibit A(rom time to time upon delivery of written notice of any such revision tocustomer 3 fnL Customer agrees to pay BANK ONE a prevailing charges in effect from time to time for providing the Service utilized or designated for use by Customer Payment may be in the form of collected balances remittam from Customer automatic deduction from Customer a account or a combmabon thereof 3 Security. To protet Customerl areas to and utilization of the Service BANK ONE shall witiah sesunty procedures (furnished to Customer m writing) which shall be and remain confidential Customer agrees to disclose such procedures only to persons who are authorized to obtain access and utdue the Semen and to establish and maintain written procedures to safeguard security (including maintaining and dMosing to BANK ONE a bsl of authorized persons on a current Owls) Customer agrees to notify BANK ONE Immediately if Customer knows auspec6 or his reason to believe that unauthorized persons have had access to the Security procedures that the secunty procedures have been breached or are inadequate in any way or that the Services are being or might be accessed or utilized in any manner potentially detrimental to Customer and/or BANK ONE BANK ONE shall have the right to change the security procedures immediately and without notice to Customer if BANK ONE has reason to believe that the security procedures have ban disclosed to unauthonmd persons have otherwise been breached are inadequate in any way or permit or might permit the Services to be accessed or utilized in any manner potentially detrimental to Customer andfor BANK ONE 4 Customer agrees m venfy cotNcumency orders using adequate secunty puch as dual control) and Moldy BANK ONE Vault Services of any discrepancies within 34 hours or Customer a Receipt of a coiDlcurency order delivery I p) Gwtome arm as hold harmless and mdemnify BANK ONE from and against any and ail bubNUa cuums costs expenses loses anddamagao enyen everykmd(Ineludingreasonableatiomays feaandeoa«Unsingoutoformsulting ddrectlyonnmremly from the acsorammions of Customer or third party Servicers selected by Customer that provide Services w Customer in connection with the Services It is the intent of BANK ONE and Customer that this indemnification shell be unlimited and shell include all direct Indirect incidental consequential and punitive damages (b) Except for the willful misconduct or grow negligence of BANK ONE Customer remain; BANK ONE from all liabilities clwms oats expenses losses and damages of any and every kind (Including reasonable attorneys fees and costs) arising out of or resulting, directly or indirectly from any act omission error or delay in the performance or nonperformance of Services by BANK ONE In the event of BANK ONE, grow negligence or willful misconduct BANK ONE, liability shall be limited to amount equal to six months average billings to Customer taken over the twelve months preceding the month in which the damage or injury 6 alleged to have muffed but if this Agreement has not been in effect for twelve months preceding such date then over such fewer number of preceding months that this Agreement has been in effect Customer may not Simon any claim against BANK ONE arising to connection with this Agreement more than one year after the oceurence of the event which gives rise to such claim (c) BANK ONE shall have no responsibility or liability for failure or delay in performance or in obligations hereunder when such failure or delay, are due to any natural disaster fire need storm strike labor unrest war riot act or God power failure equipment failure errors or acts of any third pony or any cause beyond BANK ONE s reasonable control (it) THE OBLIGATIONS RESPONSIBILITIES LIABILITIES OF BANK ONE AS DESCRIBED ABOVE ARE EXCLUSIVE AND IN LIEU OF ANY OTHER GUARANTEES OBLIGATIONS RESPONSIBILITIES AND LIABILITIES HEREUNDER WHETHER DIRECT OR INDIRECT EXPRESS OR IMPLIED UNDER LAW OR EQUITY AND BANK ONE DISCLAIMS AND CUSTOMER HEREBY WAIVES AND RELINQUISHES ANY FURTHER OR OTHER SUCH GUARANTEES OBLIGATIONS RESPONSIBILITIES AND LIARI (TIES ON BANK ONES PART INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY AND CUSTOMER WANES ALL CLAIMS FOR CONSEQUENTIAL DAMAGES AND ALL CLAIMS REGARDING LOSS OF REVENUE INCOME PROFIT AND USE OR DAMAGES WHETHER SAME BE DIRECT INDIRECT INCIDENTAL OR CONSEQUENTIAL THE EXTENT OF LIABILITY THAT MAY BE IMPOSED ON BANK ONE IS LIMITED STRICTLY AND SOLELY TO THE CIRCUMSTANCES AND AMOUNTS AS SET FORTH ABOVE 6 Ggpg(gL7~Q Iaions. lal Teimintl140. This original tam of this Agreement shall be for a period of one year Following the expiration of me original term this Agremem may rminam by a tther pony upon not law than (30) days written notice to the other and any such UTIMMIbon than be effective upon the date specified in such termination notice provided that upon any breach of this Agreement by Customer BANK ONE may immediately terminate this Agreement without notice The provisions of Paragraph 4 hereof shall survive the termination of this Agreement and any unpaid fm accrued through the date of terindnatlon Shen be paid upon demand Ibl ApoBablaJ~w This agreement Ail) be governed by and Interpreted N accordance with the law, of the State of Texas and venue for any dispute irking under this Agreem-ants bus DaOes Courtly Texts (o) Entire Asremeni THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES Except as specifically provided herein this Agreement can only be modified or emended by the ni (d), of this Agree (A. the offsoen c and their real (n mail register, for nouleatu thereof A Ito breach or of cement of the panda f any provision of this Agreement Is held to be invalid illegal or unenforceable such provision shall be deleted and the remainder enforced as I such invalid Wagal or unenforceable provision had never been contained therein This Agrement 6 effeetivebetween Customer and BANK ONE, for the purposes or" Agreement BANK ONE than mean and Include its affiliates and mpreee millves of BANK ONE This Agreement shell be binding upon and Inum to the benefit of the parries heave is ..m m and wig" however this Agreement may not be assigned by Customer without prior written consent of BANK ONE loss requited or permitted under this Agreement shall be deemed to have been given when delivered to hand or when maned by United Stases mad return receipt requested passage prepaid and addressed as tot forth below Either party may from time to time change ns addres f giving the other party poor written notice of the new address and the dam upon which it will become effective Nodelay or omission byedther party to acreiseany right or power hereundershall ImpArsuch right orpower or beconsuued to be a waiver party of any covenant to be pedo-red by the other or any breach by Lite other shall not be construed to be a waiver of any suoceedma be treated In fsot confidence shall be used only @ Title, TO PAMMADlis The titles to the thereof COMPANY, Name Slgnatum (Authorized Signer) Tide (felephone Number) otherwise publicly available that 4communiated by BANK ONE to Customer shall mt and shall not be disclosed without the prior written consent of BANK ONE ment are for reference purposes only and shall not be used to m«rpret the contents BANK ONE TEXAS. NA (Originating ranch) Name Signature (Authorized Signor) Title Data Date s r I MIA wsagvj 17 Jana; h¢~ f 'g t & j °I },t i r r~~ + ~z ~ a .cT p ~ { aF ~ e i g + t t y I~F k e t ~sre ty ~ ~"F q• f t r n k 54~. f ~f Y Y t i~ R ..q an q Y Y sY 3 i F { k f t 34q j - x, - 7 4 f i T v n I T- I ~Y{ F, f WIT, al tt 1 7~ f f ` A tY~ C f f il{~~~a 9h' II n eara w, rdMwiBaq , 43eea! algp dq lunoaae .mOS o; sltpa-Ta pug s-Tajsue-Tl sltsodap spsri Wpaij pug tgisodaU0 t v G S f r f of soaueigq palaalioa uo lipa-Ta ssutu-Tea due snid pouad luawalels alp -To; saRmga aam-Tas jo spunowe pue saddp swltelap uotlaas mau y daeurmnS aBaegO aOLAJOS0 sas-Tgga aatn-Tas pus s-Ta;sugxl sputg 'swap papsod lsg jo dpguenb pue lunoum 8wpniaw 'punooae -Tnod of sltgap -Taglo samwali spsmecpgitAi leuogtPP6 pred sKoaga;o lunowe milop pgol sapniaw pled alep pue lunowe tagwnu dq pied s3laago s4si7 simau uorpusue.IL suuiaago aauelgq sutpua pue sltpa-Ta aag)O pue sitsodap 'siemwpgptm pred s3ioaga jo -Tagwnu aoueieq Eutuutsaq swmogs dpntloe punoaae BmNoaga -Tnod sazt-TewwnS daewwnS dl►ngaV OuuiaagO ssautsng magma 4u1Mo~0 - x~-awo,~n ~w•~¢~ wowce alep swpua luawalels agl;o se pred lsa talus pue saaugleq gptm slunooae ssautsnq auo 3lueg -Tnod suizt-Tewwns uogaas oouels ale uy sauuwwnS aunoaaV 0 sased luawalels;o -Tagwnu pug pouad luawalels -Tagwnu uogeagguapt xel -Tagwnu lunoaae aweu ssauisnq -Tnod slsrl uogew-Tojui ssauisng nod -To; Iaisea sutKueq ssauisnq a3lew of sa3iel p -Tanalegm Swop a.t aAj s-Tamsue agp -To; 3ag3o auO 3111e9 due lure Jo Qua suogsanb due aneq nod p puy lew-To; luawalels mau -Tnod gptm palwenbae lag a-Taq aas nod luawalels aidutes agp le 3looi ~anb a alley 33 6M W~ ~ pgNllS M I 11 rsvng~n+re lunoaae ssawsng auo Kugg -Tnod;o mamw „ aaueis e le apapdwoo a nod sumtE -Tana se antsuagwdwoa se puy lunoaae .nod apauoaa-T of -Talse; pea-T of -Tatsga li apew an aM luawalels ssawsng auo Kueg alp paustsap am uagm putty m peg am w4m dgaexa s legs, -Tappaq st -Taidwts 'sawgawos asneaag suoge-Tado -Tnod augwea-Tls of asuas pool sa3luw li ssauisnq uj . ki~ siee ~-~---.Y+nsa 4 ~..uime,emaoseuosuae w I n wiw at t i tip ~8inalllliflhir$7iiiluiUihub~lsils Sat tlah a.~~ilil3ai8dN88U8&U53Na1il3373iki833t~id+3~dd8+33)ilb zx~4fi++~ki ai> > > a 8840 Si ~';Rw Federal Financial Institutions Examination Council E X T "i ti MAN + il.a.+r 555... Board of Govemms of the Federal Reserve Swim OMB Number 71W-0036 Federal Deposit inswance Corporation OMB Number 3064-0052 Office of the Comptroller of the currency OMB Number 1557-0081 Expires Febnary 78 1995 Please refer to page n Table of Contents for to required disclosure of estimated burden Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices-FFIEC 031 Report at the close of business June 30, 1993 (9liaw0 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) Thus reportform 1s lobe filed bybanks withbranches and con sobdated subsidiaries in U S territories and possessions Edge or Agreement subsidiaries foreign branches consolidated foreign subsidiaries or International Banking Facilities 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 directors (trustees) for State nonmember banks and three directors for State member and National banks I Barry R Barkley, Chief Financial Officer Name and Title of Officer Authorized to Sign Report of the named bank do hereby declare that these Reports of Condition and Income (including the supporting schedules) have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief Si tore of Officer Au edt Report 7-29-93 Date of Signature The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions NOTE These instructions may in some cases differ from generally accepted accounting principles We the undersigned directors (trustees), attest to the correct ness of this Report of Condition (including the supporting schedules) and declare that it has been examined by us and to the best of our knowledge and belief has been prepared confo ce with the instructions issued by the a r to Fecie 1 regulatory auth99" tea jz For Banks Submitting Hard Copy Report Forms. State Member Banks Retluntheorigirtalandonecopytothe appropriate Federal Reserve District Bank State Nonmember Banjp Return the original only in the special return address ovided If express mall is used in heu of the special address envelope return the original only to the e o Quality Data Systems 2139 Espey Court Crofton 114 National Banks Return the original only in the special return address envelope provided If express mail is used in lieu of the special return address envelope return the ongmal only to the FDIC c/o Quality Data Systems, 2139 Espey Court Crofton MD 21114 FDIC Certificate Number I I I I I I (Bau amm CALL NO. 184 31 06-30-93 CERT 27474 00088 STBK 48-1996 BANK BONE, TEXAS, NATIONAL ASSOCIATIO OALLAS?XTX254#5222-5415 L- Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation Office of the Comptroller of the Curronrv > > o o , a19n81iP11 ma 88 n afAa#o aa3x>ifA+iaaaii8~ a a an rv~ , o , Slilif~ FFIEC oat Pape a Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices Table of Contents Signature Page Cover Report of Income Schedule RI-Income Statement RI 1, 2 3 Schedule RI-A--Changes in Equity Capital RI 3 Schedule RI-B--Charge-offs and Recoveries and Changes in Allowance for Loan and Lease Losses R14,5 Schedule RI-C-Apphcable Income Taxes by Taxing Authority RI-5 Schedule RI D-Income from International Operations RI-6 Schedule RI-E-Explanations RI-7,8 Disclosure of Estimated Burden Theestimated average burden associated with "Wormatio ncdleciiona29.2hours per respondent and isggmatedtovary from 146to 19ohounperresponse depending on mdrvduai aroumatanaa Burden estlmatesinclude fhetime fee revWivinghutruc tions gadwnng and maintaining data in the required form, and completing rise udormation collection, but exclude rise time for compiling end maintaining business records in the normal couree of a raeporrdenrs activities. comments concerning dw accuracy of this burden estimate and suggestions for reducing rids burden should be duetted to the Office of fnfarm0set aM Regulatory Affatn Office of Management and Budget Washington, D C Xft and mar of dw following: Secretary Board of Covemorsd the FededRsaeve System Wadilngton, DC 70551 Legislative and Regulatory Analysis Division Office of the comptroller of the Currency Washmgtm DC 20219 Assistant Executive Secretary Federal Deposit lnsuranceCorporatum Wadungim DC 20429 Report of Condition Schedule RC-Balance Sheet RC 1 2 Schedule RC A-Cash and Balances Due From Depository Institutions RC 3 Schedule RC B-Secunties RC-4 5 Schedule RC-C-Loans and Lease Financing Receivables Part I Loans and Leases RC 6 7 Part H Loans to Small Businesses and Small Farms (included in the forms for June 30 only) RC 7a 7b Schedule RC-D-Assets Held in Trading Accounts in Domestic Offices Only (to be completed only by banks with $1 billion or more in total assets) RC 8 Schedule RC E-Deposit Liabilities RC 9 19 Schedule RC-F--Other Assets RC Schedule RC-G--Other Liabilities RC 11 Schedule RC H-Selected Balance Sheet Items for Domestic Offices RC 12 Schedule RC I-Selected Assets and Liabilities of IBFs RC-12 Schedule RC K-Quarterly Averages RC 13 Schedule RC-L-Off-Balance Sheet Items RC-14 15 Schedule RC-M-Memoranda RC-16 17 Schedule RC N-Past Due and Nonaccrual Loans Leases, and Other Assets RC 18 19 Schedule RC-O--Other Data for Deposit Insurance Assessments RC 19 20 Schedule RC-R-Risk Based Capital RC 21 22 Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income RC 23 Special Report (to be completed by all banks) Schedule RC J-Repncmg Opportunities (sent only to and to be completed only by savings banks) For information or assistance national and state nonmember banks should contact the FDIC s Call Reports Analysis Urut 550 17th Street NW Washington D C 20429 toll free on (800) 688-FDIC (3342) Monday through Friday between 8 00 a in and 5 00 p in Eastern time State member banks should contact their Federal Reserve District Bank I ~ r bb d "81W1WU 8> m 8iib64Ww t84'881 a ill t i t 1 Legal Title of Bank Bank One Texas NA Address 1717 Main Street City State Zip Dallas, T% 75201 3602 FDIC Certificate No 71417141 Consolidated Report of Income for the period January 1, 1993-June 30, 1993 > is 4'wi S Call Date 6/30/93 ST BK 48 1996 FFIEC 031 Page RI 1 ALL Report of income schedules are to be reported on a calendar year to date basis in thousands of dollars Schedule RI--Income Statement 1480 < Dollar 1 Interest income Amouits to Thousands RIAD Bit Mil That, a Interest and fee income on loans (1) In domestic offices ces (a) Loans secured by real estate (b) loans to depository institutions 4011 137 404 1 a (1)(a) (c) Loans to finance agricultural production and other loans to farmers 4019 26 4024 1 a (1)(b) (d) Commercial and industrial loans 2 921 1 a (1)(c) (a) Acceptances of other banks 4012 86 642 1 a (1)(d) (f) Loans to individuals for household family and other personal expenditures 4026 0 1 a (1)(e) (1) Credit cards and related plans 4054 40 845 1 (2) Other a (1)(f)(1) (g) Loans to foreign governments and official institutions 4055 99 423 4056 1 a (1)(f)(2) (h) obligations (other than securities and leases) of states and political 0 1 a (1)(g) subdivisions in the U S (1) Taxable obligations (2) Tax exempt obligations 4503 752 1 a (1)(h)(1) h) ALL other loans in domestic offices 4504 322 1 a (1)(h)(2) (2) In foreign offices Edge and Agreement subsidiaries and IBFs 4058 15 579 4059 1 a (1)(i) b Income from lease financing receivables 0 1 a (2) (1) Taxable leases (2) Tax exempt leases 4505 2 020 1 b (1) c Interest intone on balances due from depository institutions (1) 4307 359 1 b (2) (1) In domestic offices (2) In foreign offices, Edge and Agreement subsidiaries and IBFs 4105 7 120 4106 1 c (1) d Interest and dividend income on securities 0 1 c (2) (1) U 5 Treasury securities and U S Government agency and corporation obligations 4027 110 410 1 (2) Securities issued by states and political subdivisions in the U S d (1) (a) Taxable securities (b) Tax exempt securities 4506 0 1 d (2)(a) (3) Other domestic debt securities 4507 4 419 1 d (2)(b) (4) Foreign debt securities 3657 57 135 1 d (3) (5) Equity securities (including investments in mutual funds) 3658 104 3659 1 d (4) e interest income from assets held In trading accounts 902 1 d (5) 1 4069 1 1 1 e (1) Includes interest income an tiros certificates of deposit not held to trading accounts 3 11 it t it li Legal Title of Bank Bank One Texas NA Address 1717 Main Street City State Zip Dallas, Tx 75201 3602 FDIC Certificate No 12171417141 Schedule III--Continued I l a> xH8lilld>xiiirll) Call Date 6/30/93 ST SK 48 1996 FFIEC 031 Page RI 2 1 rnmanw m invaaa~Nla Interest income (continued) I Tear to date RIAD Bit Mit Thou f Interest income on federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries and in IBFs 4020 2 373 1 f g Total interest income (sum of items 1 a through 1 f) 4107 568 757 1 2 Interest expense g a Interest on deposits (1) Interest on deposits in domestic offices (a) Transaction accounts (NOW accounts, ATS accounts and telephone and preauthorized transfer accounts) 4508 1 626 2 a (1)(a) (b) Nontransaction accounts (1) Money market deposit accounts (MMDAs) 4509 37 812 2 a <1)(b)(1) (2) other savings deposits 4511 3 538 2 a (1)(b)(2) (3) Time certificates of deposit of $100 000 or more 4174 19 847 2 a (1)(b)(3) (4) All other time deposits 4512 78,564 2 a (1)(b)(4) (2) Interest on deposits in foreign offices edge and Agreement subsidiaries, and IBFs 4172 3 164 2 a (2) b Expense of federal funds purchased and securities said under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries and in IBFs 4180 8 364 2 b c interest on demand notes issued to the U S Treasury and on other borrowed money 4185 548 2 c d interest on mortgage indebtedness and obligations under capitalized leases 4072 26 2 d e Interest on subordinated notes and debentures 4200 0 2 e f Total interest expense (sum of items 2 a through 2 e) 4073 153 489 2 f 3 Net interest income (item 1 g minus 2 f) RIAD 4074 1 415 268 I 3 4 Provisions a Provision for loan and lease losses RIAD 4230 (6 5604 a b Provision for allocated transfer risk RIAD 4243 1 0 1 4 b 5 Noninterest income a Income from fiduciary activities 4070 13 657 5 a b Service charges on deposit accounts in domestic offices 4080 64 926 5 b c Trading gains (losses) and fees from foreign exchange transactions 4075 882 5 c d other foreign transaction gains (losses) 4076 0 5 d e Gains (losses) and tees from assets held in trading accounts 4077 295 5 e f other noninterest income (1) Other fee income 5407 26 261 5 f (1) (2) ALI other noninterest incomes 5408 12 521 5 f (2) g Total noninterest income (sum of items 5 a through 5 f) RIAD 4079 118 542 5 6 Gains (losses) on securities not held in trading accounts RIAD 4091 I g 1 846 1 6 7 Noninterest expenses _ . a Salaries and smpioyee benefits 4135 124 218 7 a b Expenses of premises and fixed assets (net of rental income) (excluding salaries and apt" benefits and mortgage interest) 4217 32 730 7 b c Other nom nterest exp~ 4092 172 006 7 c d Total noninterest expenee (sun of items 7 a through 7 c) RIAD 4093 1 328 954 7 d 8 Income (loss) before income taxes and extraordinary item and . other adjustments (item 3 plus or minus items 4 a 4 is 5 Is, 6 and 7 d) RIAD 4301 213 266 8 9 Applicable income taxes (on item 8) RIAD 4302 72 084 1 9 10 Income (loss) before extraordinary items and other adjustments . (item 8 minus 9) 111 4300 I 141.182 1 10 *Describe an Schedule RI E Explanations 4 4WA94ii iDil8iii3diiid831a8k3318i11i8iHiNNiNkllilMll}liBiNNi1i)ilu i + ~ Legal Title of Bank Bank One Texas NA Address 1717 Main Street City State Zip Dallas Tx 75201 3602 FDIC Certificate Not 2 71417141 Schedule Ri--Continued 9i > > x B iII99iNi i 1 b1 t i3il+ii BilNeii18113 ~Ni4iN3iiiiiiidlN7333didi Wll ! ;W~iW;gifillh Call Date 6/30/93 ST BK 48 1996 FFIEC 031 Page RI 3 Year to date Dollar Amounts in Thousands RIAD Bit Mil Thou 11 Extraordinary items and other adjustments I Bt Mi Thou a Extraordinary items and other adjustments gross of income taxes" 4310 0 11 a b Applicable income taxes (on item 11 a)* 4315 0 11 b c Extraordinary items and other adjustments, net of incase taxes (item 11 a minus 11 b) RIAD 4320 0 11 c 12 Net income (loss) (sum of items 10 and 11 c) I I RIAD 4340 1 141,182 1 12 Memoranda _I Year to date I Dollar Amounts in Thousands RIAD Bit Mil Thou 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 4513 1 942 M 1 2 Not applicable 3 Estimated foreign tax credit included in applicable income taxes items 9 and 11 b above 4309 0 M 3 4 To be completed only by banks with $1 billion or more in total assets Taxable equivalent adjustment to °Income (loss) before income taxes and extraordinary items and other adjustments" (item 8 above) 1244 2 264 M 4 5 Number of full time equivalent employees on payroll at end of current period (round to Number nearest whole number) 14150 7.396 1 M 5 Schedule RI-A--Changes in Equity Capital Indicate decreases and losses in parentheses 1483 < 1 Dollar Amounts in Thousands Total equity capital originally reported in the December 31 1992 Reports of Condition RIAD Bit Nil Thou and Income 2 Equity capital adjustments from amended Reports of Income net* 3215 3216 1 250 135 1 3 Amended balance and of previous calendar year (sus of items 1 and 2) 3217 0 1 250 135 2 3 4 Net income (loss) (must equal Schedule RI item 12) 4340 141 182 4 5 Sale conversion acquisition or retirement of capital stock, net 4346 0 5 6 Changes incident to business comb(nati ons, net 4356 0 6 7 LESS Cash dividends declared on preferred stock ' 4470 0 7 8 LESS Cash dividends declared on common stock 4460 I 43 000 8 9 Cumulative effect of changes in accounting principles from prior years* (see instructions , for this schedule) 4411 0 9 10 Corrections of material accounting errors from prior years* (see instructions for this schedule) 4412 0 10 11 Change in net unrealized law an marketable equity securities 4413 0 11 12 Foreign currency translation adjustments 4414 0 12 13 Other transactions with parent holding company'" (not included in items 5, 7 or 8 above) 4415 0 13 14 Total equity capital and of current period (sum of items 3 through 13) (must equal Schedule RC item 28) 1 3210 1.348.317 1 14 Wescrmbe on Schedule RI E Explanations 5 48810 list a N9iAWY3ll8li73l4ifNNWIQkhFNalifNltiNWll$81)U31517Na)ai3iid318NiiFidi ASNA i t i > > Legal Title of Bank Bank One Texas NA Address 1717 Main Street Call Date City State Zip Dallas TX 75201 3602 FDIC Certificate No 12171417141 Schedule RI-$--Charge-offs and Recoveries and Changes in Allowance for Loan and Lease Losses Part I Charge-offs and Recoveries on Loans and Leases Part I excludes charge offs and recoveries through the allocated transfer risk reserve 2 3 4 5 6 7 8 9 Loans secured by real estate a To U S addressees (domicile) In To non u S addressees (domicile) Loans to depository institutions and acceptances of other banks a To U S banks and other U S depository institutions b To foreign banks Loans to finance agricultural production and other loans to farmers Commercial and industrial loans a To U S addressees (domicile) b To non U S addressees (domicile) Loans to individuals for household family and other personal expenditures a Credit cards and related p(ans b Other (includes single payment installment and all student loans) Loans to foreign governments and official institutions All other loans Lease financing receivables a Of U S addressees (domicile) b Of non U S addressees (domicile) Total (sum of items 1 through 8) Memoranda aN1ils 6/30/93 ST BK 48 1996 FFIEC 031 Page RI 4 1486 < (Cc l unn A) I (Column _8)1 Charee offs Reco_ 4651 4 005 4652 0 4653 0 4654 0 4655 18 4645 3 535 4646 0 4656 12 197 4657 15 941 4643 0 4644 0 4658 0 4659 0 Cumulative Charge offs Jan 1 1986 through 4661 1 510 4662 0 4663 0 4664 0 4665 0 4617 12 658 4618 0 4666 675 4667 5 496 4627 0 4628 16 4668 0 4669 0 Cumulative Recoveries Jan 1 1986 through To be completed by national banks only nos Dec 31, 1989 1_ Report Date 1 Charge offs and recoveries of Special Category Loans as defined for this I RIAD Sit Nil Thou RIAD Bit Mil Thou Call Report by the Comptroller of the Curren 1 a 1b 2 a 2 b 3 4 a 4 b 5 a 5 b 6 7 8a 8 b 9 M1 Memorandum items 2 and 3 are to be completed by all banks 2 Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RI s pert I item 4 and 7, above 3 Loans secured by real estate in domestic offices (included in Schedule RI B part 1, item 1, above) a Construction and tend developsent b Secured by farmland 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) ALL other loans secured by 1 4 family residential properties d Secured by multifamily (5 or more) residential properties e Secured by nonfarm nonresidential properties (Column A) 5409 1 015 3582 130 3584 4 5411 298 5413 3 436 3588 76 (Column B) ~41u 0 3583 65 3585 4 5412 36 5414 1 197 3589 0 1 M2 M 3 a M 3 b M 3 c (1) M3c(2) M 3 d M 3 e 6 e ,u a» i o ~ i >4WgiriaiA Legal Title of Bank Bank One Texas NA Address 1717 Main Street City State Zip Dallas, TX 75201 3602 FDIC certificate Na 12171417141 Schedule RI-B--Continued Part II Changes in Allowance for Loan and Lease Losses and in Allocated Transfer Risk Reserve 1 Balance originally reported in the December 31 1992 Reports of Condition and Income 2 Recoveries (column A must equal part I item 9 column B above) 3 LESS Charge offs (column A must equal part 1 item 9 coLumn A above) 4 Provision (col uan A must equal Schedule RI item 4 a, column B must equal Schedule RI item 4 b) 5 Adjustments- (see instructions for this schedule) 6 Belance end of current period (sum of items 1 through 5) (column A must equal Schedule RC, item 4 b, column B must equal Schedule RC item 4 c) "Describe on Schedule RI E Explanations Call Date 6/30/93 ST BK 48 1996 FFIEC 031 Page RI 5 (Column A) (column B) Allowance for Allocated Loan and Lease I Transfer Risk 3124 137 139 3131 0 1 4605 20 355 3132 0 2 4635 35,696 3133 0 3 4230 (6 564) 4243 0 4 4815 812 3134 0 5 3123 116.046 13128 0 6 Schedule RI-C--Applicable Income Taxes by Taxing Authority Schedule R1 C is to be reported with the December Report of Income 1 Federal 2 State and local 3 Foreign 4 Total (sum of items 1 through 3) (must equal sun of Schedule RI 5 Deferred portion of item 4 1489 < RIAD Bit Mil Thou 4780 N/A 1 4790 N/A 2 4795 N/A 3 4770 N/A 4 5 7 ~~o nxa Legal Title of Bank Bank One Texas NA Address 1717 Main Street City State Zip Dallas, TX 75201 3602 FDIC Certificate No 12171417141 1 1 1 1 ) I;Aid ! Call Date 6/30/93 ST SK 48 1996 FFIEC 031 Page RI 6 Schedule RI-D--Income from International Operations For all banks with foreign offices, Edge or Agreement subsidiaries or IBFS where international operations account for more than 10 percent of total revenues total assets or net income Part I Estimated Income from International Operations 1492 < Year to date Dollar Amounts in Thousands 1 Interest income and expense booked at foreign offices Edge and Agreement subsidiari RIAD 811. Nil Thou es and IBFS a Interest income booked b Interest expense booked 4837 N/A 1 a c Net interest income booked at foreign offices edge and Agreement subsidiaries and IBFS 4838 N/A 1 b (item 1 a minus 1 b) 2 Adjustments for booking location of international operations 4839 N/A 1 c a Net interest income attributable to international operations booked at domestic offices 4840 N/A 2 b Net interest income attributable to domestic business booked at foreign offices 4841 a c Net booking location adjustment (item 2 a minus 2 b) N/A 2 b 3 Noninterest income and expense attributable to international operations 4842 N/A 2 c a Non interest income attributable to international operations 4097 b Provision for loan and lease losses attributable to international operations N/A 4235 N/A 3 a 3 b c Other non interest expense attributable to international operations 4239 N/A 3 c d Net noninterest income (expense) attributable to international operations (item 3 a minus 3 b and 3 c) 4843 N A 3 4 Estimated pretax income attributable to international operations before capital allocation / d adjustment (sum of items t c 2 c and 3 d) 5 Adjustment to pretax income for internal allocations to international operations to reflect 4844 N/A 4 the effects of equity capital on overall bank funding costs 4845 6 Estimated pretax income attributable to international operations after capital allocation N/A 5 adjustment (sun of items 4 and 5) 7 Income taxes attributable to income from international operations as estimated in item 6 4846 N/A 4797 6 8 Estimated net income attributable to international operations (item 6 minus 7) N/A 1 4341 7 N/A 1 8 Memoranda Dollar Amounts in Thousands 1 Intracompany interest income included in item 1 a above RIAD Bil Mil Thou 2 Intraccmpany interest expense included in item 1 b above 4847 N/A L4848 M 1 N/A I M 2 Part Ii Supplementary Details on income from International Operations Required by the Departments of Commerce and Treasury for Purposes of the U S International Accounts and the U S National Income and Product Accounts 1 Interest ineanwe booked at Ufa uvuar q unLa in rnousa 1 RIAD Bil Mil Thou 2 Interest expense booked at We 4849 N/A 1 3 Noninterest intone attributable to international operations booked at domestic offices 4850 N/A 2 (excluding IBFS) a Gains (losses) and extraordinary items b Fees and other non interest income 5491 N/A 5492 3 a 4 Provision for loan and lease Losses attributable to international aperations booked at N/A 3 b domestic offices (excluding IBFS) 5 Other non interest expense attributable to international operations booked at domestic offices 4852 N/A 4 (excluding IBFS) j 4853 N/A 1 5 8 I I ~ i o a lioN1d11 W8U }U i-0 & ii3iitiihd i l ll h87131 tiiJ1931id 11882 N8+ o a> > 181 1~81173v0U ilii Ada aW814 a38i911 dUitdBNaaiN b undo > Ni o;iWAii 44 Legal Title of Bank Sank One, Texas NA Call Date 6/30/93 ST SK 48 1996 FFIEC 031 Address 1717 Main Street Page RI 7 city state zip Dallas, TX 75201 3602 FDIC Certificate No 7 4 7 4 Schedule RI-E«-Explanations Schedule RI E is to be completed each quarter on a calendar year to date basis Detail all adjustmentsiin Schedules RI A and RI B, all extraordinary items and other adjustments in Schedule RI and all significant item of other noninterest income and other noninterest expense in Schedule RI (See instructions for details ) 1 All other noninterast Income (from Schedule RI item 5 f (2)) Report amounts that exceed 10% of Schedule RI item 5 f (2) a Not gains on other real estate owned ~ 5415 0 ~ 1 a b Net gains on sales of loans 5416 0 1 b c Net gains on sales of premises and fixed assets 5417 0 1 c Itemize and describe the three largest other amounts that exceed 10% of Schedule R1, item 5 if (2) d TEXT 4461 C OWNED LIFE INSURANCE 4461 2 805 1 d e TEXT 4462 I P IOR PERIOD SALES TAX REFUND 4462 2 432 1 e if l TEXT 4463 1 4463 1 f 2 Other noninterast expense (from Schedule RI item 7 c> a Amortization expense of intangible assets 4531 12 369 2 a Report amounts that exceed 10% of Schedule RI item 7 c b Net losses on other real estate owned 5418 0 2 b c Net losses on spies of loans 5419 0 2 c d Net losses on sales of premises and fixed assets 5420 0 2 d Itemize and describe the three largest other amounts that exceed 10% of Schedule RI. item 7 c a TEXT 4464 D P E G C G ES 4464 40 533 2 e f TEXT 4467 IN! PROCESSING CHARGES 4467 26 858 2 f g 1 TEXT 4468 1 4468 2 g 3 Extraordinary items and other adjustments (from Schedule RI item 11 a) and applicable income tax effect (from Schedule R1, item 11 b) (itemize and describe all extraordinary ems and other adjustments) a (1) 1 TEXT 446911 4469 3 a (1) licacis I~rcame tax effect I RIAD 4486 I C2) A p 3 a (2) ~ b (1)~ TEXT 44871 4487 3 b (1) (2) Applicable come tax effect I_RIAD 4488 I 3 b (2) c (1) 1 TEXT 4489 4489 3 c (1) (2) Applicable income tax effect I RIAD 4491 I 3 c (2) 4 Equity capital adjustments from amended Reports of Income (from Schedule RI A, item 2) (itemize and describe ell adjustments) a I TEXT 4492 4492 4 a b 1 TEXT 4493 1 4493 4 b 5 Cumulative effxt Hof changes in accounting principles from prior years (frees Schedule RI A. itse 9) (ited to and describe ell changes in accounting principles) a TEXT 4494 4494 1 5 a b TEXT 4495 1 4495 5 b 6 Corrections of material accounting errors from prior years (from Schedule RI A It*M 10) (itemize and describe all corrections) a I TEXT 4496 44% 6 a b I TEXT 4497 1 1 4497 1 6 b 9 ~i6Uaaa8>+tA4Na118aaiN3xlfiUi3>3aN388N1iAi3bUi} ~ 8 84 ~ va read + ~ Legal. Title of Bank Bank One, Texas NA Address 1717 Main Street City State Zip Dallas TX 75201 3602 FDIC Certificate No IZ171417141 Schedule RI-S--Continued !si a ~ " akaW144 hi Call Date 6/30/93 ST SK 48 1996 FFIEC 031 Page RI 8 _I Year to date Dollar Amounts in Thousands RIAO Bit Mil Thou 7 Other transactions with parent holding company (from Schedule Rt A item 13) (itemize and describe ell such transactions) a TEXT 4498 4498 7 a b l TEXT 4499 1 4499 7 b 8 Adjustments to allowance for loan and lease losses (from Schedul e RI B part II item 5) (itemize and describe all adjustments) a TEXT 4521 RESERVE ACQUIRED FROM UNITED BANK OF DENTON 4521 812 8 a b I TEXT 4522 1 4522 8 b 9 Other explanations (the space below is provided for the bank to briefly describe 1 1489 1 1499 1 < at its option, any other significant items affecting the Report of Income) No comment fXI (RIAD 4769) Other explanations (please type or print clearly) (TEXT 4769) 10 iU Legal Title of Bank Bank One, Texas NA Address 1717 Main Street city state Zip Dallas TX 75201 3602 FDIC Certificate No 12171417141 Call Date 6/30/93 ST 8K 48 1996 FFIEC 031 Page RC 1 Consolidated Report of Condition for insured Commercial and State-Chartered Savings Banks for June 30, 1993 All schedules are to be reported in thousands of dollars Unless otherwise indicated report the amount outspending as of the last business day of the quarter Schedule RC--Balance Sheet Dollar Amounts in Thousands I ASSETS I 1 Cash and balances due from depository institutions (from Schedule RC A) a Noninterest bearing balances and currency and WWI I b Interest bearing balances(2) 2 Securities (from Schedule RC B) 3 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFS a Federal funds sold b Securities purchased under agreements to resell 4 Loans and lease financing receivables a Loans and leases, net of unearned income (from Schedule RC C) I RCFO 2122 I 8 863 796 b LESS Allowance for loan and lease losses I RCFD 3123 I 116 046 c LESS Allocated transfer risk reserve I RCFD 3128 1 0 d Loans and leases, net of unearned intone, allowance andlreserve (item 4 a minus 4 b and 4 c) 5 Assets held in trading accounts 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 (from Schedule RC M) 11 Other assets (from Schedule RC F) 12 Total assets (sun of items 1 through 11) (1) Includes cash items in process of collection and unposted debits (2) Includes time certificates of deposit not held in trading accounts n 1 IAb 1 B 3 p11A s 1 11 i u 9 11 0400 I < RCFO Bit Mil Thou 0081 1 388 273 1 a 0071 161 619 1 b 0390 5 855 347 I 2 0276 15 630 3 a 0277 626,852 I 3 b 4 a 4 b 4 c 2125 8 747 750 I 4 d 2146 177 I 5 2145 172 450 I 6 2150 24 846 I 7 2130 0 I 8 2155 12 412 I 9 2143 43 108 110 2160 365 577 111 2170 17.414.041 1 12 11 o U 7! ii 181011) III Legal Title of Bank Address City State Zip FDIC Certificate No Bank One, Texas NA 1717 Main Street Dallas, T% 75201 3602 12 71417141 Schedule RC--Continued d , iasmsxuxec Call Date 6/30/93 ST SK 48 1996 FFIEC 031 Page RC 2 LIABILITIES 13 Deposits a in domestic offices (sum of totals of columns A and C from Schedule RC E. Dart I) (1) Noninterest bearing(l) RCON 6631 3 880,994 (2) Interest bearing I RCON 6636 10,925,164 b In foreign offices, Edge and Agreement subsidiaries and IBFs (from Schedule RC E part II) (1) Nom ntereat bearing RCFN 6631 0 (2) Interest bearing I RCFN 6636 262,955 14 Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries and in IBFs a Federal funds purchased b Securities sold under agreements to repurchase 15 Demand notes issued to the u S Treasury 16 Other borrowed money 17 Mortgage indebtedness and obligations under capitalixed leases 18 Bank s liability on acceptances executed and outstanding 19 Subordinated notes and debentures 20 Other liabilities (from Schedule RC G) 21 Total liabilities (sun of items 13 through 20) 22 Limited life preferred stock and related surplus EQUITY CAPITAL 23 Perpetual preferred stock and related surplus 24 Common stock 25 Surplus (exclude all surplus related to preferred stock) 26 a Undivided profits and capital reserves b LESS Net unrealized Loss on marketable equity securities 27 Cumulative foreign currency translation adjustments 28 Total equity capital (am of items 23 through 27) 29 Total liabilities limited life preferred stock and equity capital (sun of items 21 22 arid 28) 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 auditors as of any data during 1992 1 = independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 - Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) RCON 2200 14 806 158 13 a 13 a (1) 13 a (2) RCFN 2200 262 955 13 b 13 b (1) 13 b (2) RCFD 0278 352 055 14 a RCFD 0279 199 457 14 In RCON 2840 16 282 15 RCFD 2650 26 750 16 RCFD 2910 319 17 RCFD 2920 12 417 18 RCFD 3200 0 19 RCFD 2930 389 331 20 RCFD 2948 16 065 724 21 RCFD 3282 0 22 RCFD 3838 0 23 RCFO 3230 224 000 24 RCFD 3839 775 699 25 RCFD 3632 348 618 26 a RCFD 0297 0 26 b RCFD 3284 0 27 RCFD 3210 1 348 317 28 I RCFD 3300 17,414,041 1 29 Number I RCFD 6724 N/A 1 M 1 4 - Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 5 - Review of the bank's financial statements by external auditors 6 = Compilation of the bank's financial statements by external auditors 7 - Other audit procedures (excluding tax preparation work) 8 - No external audit work (1) Includes total demand deposits and nommnterest bearing time and savings deposits 12 + i i i i ~ i~ XBNO B' IWi i bdlaLSi 444; ifbbddiUifbbbAifilM`BW3ili18NiNlUYl13iH1ido8dAillbi 19A bi W o t t i W. , .W. o > > . B'W d l 1 N! 1 i b , Ai r Sli~ii7aii9iUiNt HlUI)h Legal Title of Bank Bank one, Texas NA Call Date 6/30/93 ST SK 48 1996 FFIEC 031 Address 1717 Main Street Page RC 3 City State Zip Dallas T% 75201 3602 FDIC Certificate No 7 7 Schedule RC-A--Cash and Balances Due From Depository Institutions Exclude assets held in trading accounts 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 Balances due free 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 tram Federal Reserve Banks 5 Total (sun of items 1 through 4) (total of column A must equal Schedule RC, item 1) Noninterest bearing column B above) C405 < (Column A) (Column B) Consolidated Danestic 0022 877 187 0020 648 234 1 a 0080 228 953 1 b 0082 133 801 2 0083 721 2 a 0085 133 080 2 b 0070 138 621 3 0073 136,317 3 a 0074 2 304 3 b 0090 400 283 0090 400 283 4 10010 1,549,892 10010 1,549.892 15 in the u S (included in item 2 M 1 13 iu ruin t 4 1 lOlaibO Legal title of Bank Bank One Texas NA Address 1717 Main Street city state zip Dallas, T% 75201 3602 FDIC Certificate No 7 4 Schedule RC-B--Securities Exclude assets held in trading accounts air a ~ IIai~aaaUaUHIYBI>R3 Call Date 6/30/93 ST BK 48 1996 FFIEC 031 Page RC 4 (Cat" A) (Cot" B) 1 2 U S Treasury securities U S Government agency and corporation obligations a All holdings of V S Government issued or guaranteed certificates of participation in pools of residential mortgages (1) Issued by FNMA arid FHLMC (2) Guaranteed by GNMA (exclude FNMA and FHLMC issues) b All other (1) Collateralized mortgage obligations issued by FNMA and FHLMC (include REMICs) (2) All other U S Government sponsored agency obligations(2) (3) All other U S Government agency obligations(3) Securities issued by states and political subdivisions in thelli S a General obligations b Revenue obligations c industrial develgpment and similar obligations Other domestic debt securities a All holdings of private (t a nongovernment issued or guaranteed) certificates of participation inipools of residential mortgages b All other domestic debt securities (1) Privately issued collateralized mortgage obligations (include REMICs) (2) All other Foreign debt securities Equity securities a Marketable equity securities (1) Investments in mutual fads (2) Other marketable equity securities (3) LESS Net unrealized toes on marketable equity securities b Other equity seculrities (includes Federal Reserve stock) Total (sun of items 1 through 6) (total of column A must equal Schedule RC, item 2) 3 4 5 6 7 0400 825 304 3760 748 099 3762 477 518 0604 1,379 715 0402 235 627 0408 0 5361 963 071 5363 1 191 470 3635 3 805 3637 0 3639 0 3641 0 3642 30 738 0401 847 795 3761 785 515 3763 507 459 0605 1 385 276 0403 239,791 0409 0 5362 961 401 5364 1 211 805 3636 3 810 3638 0 3640 0 3643 29 991 C410 < Domestic Offices (Column C) Book Value 0400 825 304 3760 748 099 3762 477 518 3764 1 119 236 3765 219,497 3766 40 982 3767 191 110 3768 44 517 3769 0 0408 0 5361 963 071 5363 1 191,470 3635 3 805 3637 0 3639 0 3641 0 3642 30,738 2 a (1) 2 a (2) 2 b 2 b (1) 2 b (2) 2 b (3) 3 3 a 3 b 3 c 4 a 4 b (1) 4 b (2) 5 6 a (1) 6 a (2) 6 a (3) 6 b 7 (1) See discussion in Glossary entry for "market value of securities (2) Includes obligations (other than certificates of participation in pools of residential mortgages, CMOs and REMICS) issued by the Farm Credit System, the Federal Hero Loan Bank System the Federal Nome Loan Mortgage Corporation the Federal Nan onaL Mortgage Association, the Financing Corporation, Resolution Funding Corporation the Student Loan Marketing Association and the Tennessee Valley Authority (3) Includes Smell Business Administration "Guaranteed Loan Pool Certificates I U S Maritime Administration obligations and Export Mort Bank participation certificates 14 4~ ~ aob ~U o obddra443fi3813iHklNYN35319iNH1N1331ialIiU1)idlliiifY)9{p3diY133bifllS3Wi3Ji911131319fira8L11 ! V,U o, )b J 0)bA!)b o 9mhb Nt t o 1 i>! Z' 0 1 Legal Title of Bank Bank one, Texas NA Call Date Address 1717 Main Street City State Zip Dallas, TX 75201 3602 FDIC Certificate No 12171417141 Schedule RC-H--Continued Memoranda Dollar Amounts to Thousan 1 Pledged securities 2 Maturity and repricing data for debt securities(1),R) (excluding those in nonaccrual status) a Fixed rate debt securities with a remaining maturity of (1) Three months or lass (2) Over three months through 12 months (3) Over one year through five years (4) Over five years (5) Total fixed rate debt securities (sum of Memorandum items 2 a (1) through 2 a (4)) b Floating rate debt securities with a repricing frequency of (1) Quarterly or more frequently (2) Annually or more frequently but less frequently then quarterly (3) Every five years or more frequently but less frequently than amually (4) Less frequently than every five years (5) Total floating rate debt securities (sum of Memorandum items 2 b (1) through 2 b (4)) c Total debt securities (sum of Memorandum items 2 a (5) and 2 b (5)) (must equal total debt securities from Schedule RC B sun of item 1 through 5 column A minus nonaccrual debt securities included in Schedule RC N item 9, column C) 3 Taxable securities issued by states and political subdivisions in the U S (included in Schedule RC 8 item 3, colum A above) 4 Debt securities restructured and in comptiance with modified term (included in Schedule RC B items 3 through 5, column A above) 5 Debt securities held for sale (included in Schedule RC 6, items 1 through 5, Cmlumn A above) 6 Floating rate debt securities with a remaining maturity of one year or less (included in Memorandum item 2 b (5) above) wAw MB 6/30/93 ST 8K 48 1996 FFIEC 031 Page RC 5 Consolidated Bank Book Value RCFD Bit Mil Thou 0416 471 778 M 1 0343 40 377 M 2 a (1) 0344 284 766 M 2 a (2) 0345 1 928 539 M 2 a (3) 0346 1 698 684 M 2 a (4) 0347 3 952 366 M 2 a (5) 4544 1 759,364 M 2 b (1) 4545 112 879 M 2 b (2) 4551 0 M2b(3) 4552 0 M2b(4) 4553 1 872 243 M 2 b (5) 0393 5 824 609 M 2 c 0301 937 M 3 53650 M 4 5366 842 097 M 5 M 6 (1) Exclude equity securities e g investments in mutual funds Federat Reserve stock common stock and preferred stock (2) Memorandum item 2 is not applicable to savings banks that must complete supplemental Schedule RC J 15 e o 804o 1a, AIAie l 8,8hi >1 Legal Title of Bank Bank One Texas NA Address 1717 Main Street City State Zip Dallas TX 75201 3602 FDIC Certificat No 12171417141 i aA Call Date 6/30/93 ST SK 48 1996 FFIEC 031 Page RC 6 Schedule RC-C--Loans and Lease Financing Receivables Part I Loans and Leases Do not deduct the allowance for loan and lease losses from amounts reported in this schedule Report total loans and leases net of unearned income Exclude assets held in trading accounts Dollar Amounts in Thousands 1 Loans secured by real estate a Construction and land development In Secured by farmland (including farm 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) All other 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 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 farmers 4 Commercial and industrial loans a To U S addressees (domicile) b To non U S addressees (domicile) 5 Acceptances of other banks a Of u 5 banks b Of foreign banks 6 Loans to individuals for household, family, and other personal expenditures (i a consumer loans) (includes purchased paper) a credit cards and related plane (includes check credit and other revolving credit plans) b Other (includes single payment installment, and all student loans) 7 loans to foreign governments and official institutions (including foreign central banks) 8 Obligations (other than securities and leases) of states and political subdivisions in the U S (includes nonrated industrial development obligations) a Taxable obligations b Tax exempt obligations 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 incase) 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 incase (sum of items 1 through 10 minus item 11) (total of column A must equal Schedule RC item 4 a) 16 I C415 a I (Col umi A) (rotumn B) I I Consolidated I Domestic Bank I Offices I RCFD Bit Nit Thou I RCON Sit Mil Thou 11410 2 937 122 1 11415 257 943 11 a 11420 8 911 11 b 11797 518 076 1 1 c (1) 15367 1 477 991 1 1 c (2)(a) 15368 160 450 1 c (2)(b) 11460 38 947 1 1 d 11480 474 804 1 1 e 11505 3 451 12 a 11506 0 12 a (1) 11507 3,451 12 a (2) 11517 138 11517 138 1 2 b 11510 8 010 1 2 c 1513 0 12 c (1) 11516 8,010 12 c (2) 11590 62 607 11590 62 807 3 11763 2 040 409 11763 2 040 409 4 a 11764 4 853 11764 4 853 4 b 11756 0 1 1756 O 5 a 11757 0 1 1757 0 5 b 11975 2 786,298 1 6 12008 470 990 16 a 12011 2 315,308 6 b 12081 0 1 2081 0 1 7 12033 11,345 12033 11 345 1 8 a 12079 8 664 12079 8 664 1 8 b 11563 923,244 9 11545 12 288 1 9 a 11564 910 956 1 9 b 12165 77 455 10 12182 77 455 110 a 12183 0 110 b 12123 0 2123 0 1 11 2122 8,863,796 1 2122 8,863,796 1 12 1 > sly r 8 9H81 +aia BNIU 1{fjlia3ll~Aib3➢mt3i 8U& 4W8843 i if! UI1U813i38i38lNV iSbblfi8w1~1bhi81+98811 t 1 , t 111 1 1 Iblzlii)iitllWii+1 1 Legal Title of Bank Bank One Texas NA Address 1717 Main Street Call Oat, 6/30/93 ST BK 48 1996 FFIEC 031 City State Zip Dallas rx 75201 3602 Page RC 7 FDIC Certificate No 2 7 4 7 4 Schedule RC C--Continued Part I Continued I (Cot um A) I (Cot um B) Memoranda I Consolidated I Domestic I I Bank -I off-- LC=ss I i Commercial paper included to Schedule RC Dolls Amounts to Thousands I RCFD Bit Mil Thou I RCON Bi Thou 1 C part t b , a ove 2 Loans and leases restructured and in compliance with modified terms 1 1496 0 1 1496 0 M 1 (included in Schedule RC C part i above) a Loans secured by real estate (1) To U S addressees (domicile) (2) To non u s addressees (domicile) 11687 O I M 2 a (1) b Loans to finance agricultural production and other loans to farme 689 I (2) rs c Commercial and industrial loans 11 0 M 2 b I (1) To U S addressees (domicile) I (2) To non U S addressees (domicile) 1 1758 0 1 M 2 c (1) d All other Loans (exclude loans to individuals for household 1 1759 0 I M 2 c (2) family and other personal expenditures) e Lease financing receivables 1 1615 0 1 M 2 d (1) Of U S addressees (domicile) (2) Of non U S addressees (domicile) 1 1789 0 1 M 2 e (1) f Total (sum of Memorandum items 2 a through 2 e) 11790 0 1 M 2 e (2) 3 Maturity and repricing data for loans and leases(1) (excluding those 11616 0 I M 2 f in nonaccruaL status) a Fixed rate Loans and leases with a remaining maturity of (1) Three months or less (2) Over three months through 12 months 10348 275 885 I M 3 a (1) (3) Over one year through five years 1 0349 562 481 I M 3 a (2) (4) Over five years 1 0356 2 806 834 I M 3 a (3) (5) Total fixed rate loans and leases (sum of 10357 808 595 I M 3 a (4) Memorandum items 3 a (1) through 3 a (4)) b Floating rate loans with a repricing frequency of 1 0358 4 453 795 1 M 3 a (5) (1) Quarterly or more frequently I (2) Annually or more }r awaritly but leas frequently than quarterly (3) E 1 4554 3 739 057 I M 3 b (1) 14555 330 very true years or more frequently but leas fr equently than 943 I M 3 b (2) annually (4) Less frequently than every five years 1 4561 109 850 I N 3 b (3) (5) Total floating rate loans (sum of Memorand i 14564 200 822 1 M 3 b (4) um tems 3 b (1) through 3 b (4)) 1 c total loans and Leases (sum of Memorandum items 3 a (5) and 3 b (5>) 1 4567 4380 67722 i M 3 b (5) (must equal the sum of total loans and leases, net, frgm Schedule RC C Part 1, item 12, plug Schedule RC C e o r part 1, item 11 minty total nonacc loana and rual Leases from Schedule RC N, sum of items 1 through 8 column C) , 4 Loans to finance commercial real estate, construction and land 1479 B 834 467 N 3 c 1 1 development activities (not secured by real estate) included in Schedule RC C a t 1 / P r , items 4 and 9, column A, page RC 6(2) 5 Loans and leases held for sale (includ d i 1 2746 33 497 1 M 4 e n Schedule RC C, part I above)I 5369 0 M 5 6 Adjustable rate closed end loans secured by first liana on 1 4 famil y residential properties (included in Schedule RC C part I item 1 1 c (2)(a) col uin B page RC 6) RCON gt 1 Thou 46 15370 746 582 I M 6 (1) Memorandum item 3 is not applicable to savings banks that must complete supplemental Schedule RC J (2) Exclude loans secured by real e t s ate that are included in Schedule RC C part I item 1 cot" A 17 IIII! I > )1414, Legal Title of Bank Address city state Zip FDIC Certificate No Bank One Texas NA 1717 main Street Dallas, Tx 75201 3602 74 4 Schedule RC-C--Continued Part II Loans to Small Businesses and Small Fa=s Schedule RC C Part 11 is to be reported only with the June Report of Condition Call Date 6/30/93 ST SK 48 1996 FFIEC 031 Page RC 7a 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 amounts 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 granted (2) For loan participations and syndications the --original amount,- of the loan participation or syndication is the entire amount of the credit originated by the lead lender (3) For all other loans the 61original amount" is the total amount of the loan at origination Loans to Small Businesses 1 Indicate in the appropriate box at the right whether all or substantially all of the bank#s -'Loans secured by nonfarm nonresidential propertieso in domestic offices reported in Schedule RC C part I item 1 e column B and --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 YES complete items 2 a and 2 b below, skip items 3 and 4 and go to item 5 If NO skip items 2 a and 2 b complete items 3 and 4 below and go to item 5 2 Report the total number of loans currently outstanding for each of the following Schedule RC C part I loan categories a ,-Loans secured by nonfarm nonresidential properties,- in domestic offices reported in Schedule RC C part 1, item 1 e column e b --Commercial and industrial loans to U S addressees-- in domestic offices reported in Schedule RC C, part I item 4 e column 8 Amounts n on 1 Thousands 3 Number and amount currently outstandi ng 0 Laws secured by „ o r farm nonresidential properties" in domestic offices reported in Schedu le RC C part I item 1 e column B (sum of item 3 a through 3 c must be less than or equal to Schedule RC C, part I, item 1 a, column B) a With original amounts of $100,000 or lesa b With original amounts of more then 5100,000 through $250 000 c With original amounts of were then $2500000 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 8 (sus of item" 4 a through 4 c must be less than or equal to Schedule RC C part 1, 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 4 1 , H > e ! p) I l W 1 ! 11 ! 1 41 Oi 90 , ) IU 9A,iH,t M880 8i4ifilww I 0418 I< _ I YES ND I 169991 I///I X 1 1 I Number of Loans RCON 15562 N/A 12 a 15563 N/A 12 b (Column A) I (Column B) I Amount I I Currently I Number of Loans I Outstandine I RRC01RCON Bil Mtl Thau 15564 1 114 15565 36 730 15566 570 15567 67 079 15568 416 15569 148 490 5570 5 806 15571 118 902 5572 738 15573 93 400 I 3 a 3 b 3 c 4 a 4 b 4 c 17a is~1Ua~Nfa.,ni lllp~aHBfWHtlNaftaHiid»tiaVdt3ikdiAiUiN{u iiiOiW; d8t 4a4 am 1 Legal Title of Bank Address City State 21p FDIC Certificate No Bank One Texas NA 1717 Main Street Dallas, TX 75201 3602 12171417141 Schedule RC-C--Continued Part II Continued i p a o i44i,"w Call Date 6/30/93 $T BK 48 1996 FFIEC 031 Page RC 7b Agricultural Loans to Small Farms 5 Indicate in the appropriate box at the right whether all or substantially all of the bank s "Loan, secured by farmland (including farm residential and other improvements)', in domestic offices reported in Schedule RC C, part 1 item 1 b column B, and "Loans to finance agricultural production and other loans to farmers" in domestic offices reported in Schedule RC C part I YES NO item 3 column B have original amounts of $100 000 or less 1 68601 1//11 x 5 If YES complete items 6 a and 6 b below and do not complete items 7 and 8 If NO skip items 6 a and 6 b and complete items 7 and 8 below 6 Report the total number of loans currently outstanding for each of the following Schedule RC C part 1, loan categories Number of Loans a --Loans secured by farmland (including farm residential and other RCON improvements)" in domestic offices reported in Schedule RC C part 1 item 1 b column B 5576 N/A 6 a b --Loans to finance agricultural production and other loans to farmers-- in domestic offices reported in Schedule RC C part 1 item 3 column B 15577 N/A 16 b (Column A) 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 pert I item 1 b column 8 (sus of items 7 a through 7 c must be less than or squat to Schedule RC C, part 1 item 1 b column 8) 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 farmers-' in domestic offices reported in Schedule RC C part I item 3 column 8 (sus of items 8 a through 8 c must be less than or equal to Schedule RC C, part 1, item 3, column 8) a With original amounts of $100,000 or loss b With original amounts of more than $100,000 through $250,000 c With original amounts of more than $250,000 through $500,000 (Column 8) Mount Currently RCON/////////////I RCON Bit Mil thou 5578 137 5579 3 032 7 a 5580 27 5581 2 803 7 b 5582 9 5583 2 131 7 c 5584 290 5585 5 674 8 a 5586 33 5587 3 496 8 b 5588 17 1 5589 5.296 8 c 17b 1l411,NnU a u 1 ,u ~11n ~e>>> &AW4iil*IkM Legal Title of Bank Bank One, Texas NA Call Date 6/30/93 ST SK 48 1996 FFIEC 031 Address 1717 Main Street Page RC 8 City State Zip Dallas, Tx 75201 3602 FDIC Certificate No 12171417141 Schedule RC D is to be completed only by banks with S1 billion or care in total assets Schedule RC-D--Assets Held in Trading Accounts in Domestic Offices Only Dollar Amounts in Thousands Domestic RCON B1l 644W 1 Offices Mil Thou < 1 U S Treasury securities 1010 0 1 2 U S Goverrment agency and corporation obligations 1020 0 2 3 Securities issued by states and political subdivisions in the U S 1025 175 3 4 Other bonds notes and debentures 1045 0 4 5 Certificates of deposit 1026 0 5 6 Commercial paper 1027 0 6 7 Banker's acceptances 1028 0 7 8 Other 1029 2 8 9 Total (sum of items 1 through 8) 1 2146 177 1 9 18 Legal Title of Bank Address City State Zip FDIC Certificate No IUJ Bank One, Texas NA 1717 Main Street Dallas, T% 75201 3602 27474 Schedule RC-E--Deposit Liabilities Part I Deposits is Domestic Offices tlellUi)w4wn Call Date 6/30/93 ST SK 48 1996 FFIEC 031 Page RC 9 0425 1 < I Transaction Accounts Nontransaction I Accounts (Colon A) (Column B) (Column C) Total transaction Memo Total Total accounts (includingi demand deposits nontransaction I total demand I (included in accounts Dollar Amounts in Thousand s RCON Sil Mil Thou I RCOM sit nit inou I Deposits of I 1 Individuals partnerships and corporations 2201 5 573 491 2240 3 357 445 2202 37 792 2280 28 130 2 3 U S Government states and political subdivisions in the U S 2203 85 737 2290 35 230 4 Commercial banks in the U S 2206 275 244 2310 275,244 U S branches and agencies of foreign banks a b other commercial banks in the U S 5 Other depository institutions in the U S 2207 9 816 2312 9 805 6 Banks in foreign countries 2213 3 605 2320 3,605 a Foreign branches of other U S banks b other banks in foreign countries 7 Foreign governments and official Institutions (including foreign central banks) 2216 165 2300 165 8 Certified and official checks 2330 117 094 2330 117 094 9 Total (sum of items 1 through 8) (sun of cot "a A and C must equal Schedule RC item 13 a) 1 2215 6,102,944 12210 3.826.718 Dollar Amounts in Thousands Memoranda 1 Selected components of total deposits (i a sun of item 9 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 Total deposits denominated in foreign currencies e Preferred deposits 2 Components of total nontransaction accounts (sun of Memoranda items 2 a through 2 d must equal item 9 column C abm)s a Savings deposits (1) Money market deposit accounts (MMDAs) (2) Other savings deposits (excludes MNDAs) b Total time deposits of less than $100 000 c Time certificates of deposit of $100,000 or more d Open account time deposits of $100 000 or more 3 All NOW accounts (included in column A above) 811+ nioi9m uo > 11i 2346 8 636 308 I 1 2520 904 2 2530 57 047 13 4 2347 014a 2348 6 698 4 b 2349 2 257 15 16 2367 0 6 a 2373 06b 2377 0 17 123AA A_703.214 1 9 RCON Bit Mil Thou I 6835 1,222 166 I M 1 a 2365 8 730 M 1 b 2343 8 155 M 1 c (1) 2344 0 I M 1 c (2) 3776 0 M 1 d 5590 139 276 M 1 e 6810 2 784 302 M 2 a (1) 0352 830 058 M 2 a (2) 6648 4 017,354 M 2 b 6645 908 646 I M 2 c 6646 162 854 I M 2 d 1 2398 2.276.226 1 M 3 19 0 1 on, 10 W I0uie41Wi )I HI, )p legal Title of Bank Address City State Zip FDIC Certificate No Sank One Texas NA 1717 Main Street Dallas, TX 75201 3602 12171417141 Schedule RC-8--Continued Part I Continued Memoranda (continued) A> > > i +illuio ,d o ear a fi 8988 be84iiim Call Date 6/30/93 ST BK 48 1996 FFIEC 031 Page RC 10 1 Deposit Totals for FDIC Insurance Assessments(1) I Dollar Amounts in Thousands I RCON Sit Mil Thou I 4 Total deposits in domestic offices (sue of item 9, colu n A and item 9 column C) (east equal Schedule RC item 13 a) a Total demand deposits (must equal item 9, column 8) b Total time and savings deposits(2) (must equal item 9, column A plus item 9 cotu C minus item 9, column 8) 12200 14 806 158 1 M 4 1 12210 3826718 1 M4 a 12350 10,979,440-1 M 4 b (1) An amended Certified Statement should be submitted to the FDIC of the deposit totals reported in this item are amended after the semiannual Certified Statement originally covering this report date has been filed with the FDIC (2) For FDIC insurance assessment purposes i,total time and savings deposits" consists of nontransaction accounts and all transaction accounts other than demand deposits Doper Amounts in Thousands I 5 Tn me deposits of less than 5100 000 and open account time deposits of $100 000 or Mare I (included in Memorandum items 2 b and 2 d above) with a remaining maturity or repricing I frequency of (1) a Three months or less I b Over three months through 12 months (but not over 12 months) 1 6 Maturity and repricing data for time certificates of deposit of $100 000 or more (1) 1 a Fixed rate time certificates of deposit of $100,000 or more with a remaining maturity of 1 (1) Three months or less (2) Over three months through 12 months (3) Over one year through five years (4) Over five years (5) Total fixed rate time certificates of deposit of $100 000 or more (sum of Memorandum items 6 a (1) through 6 a (4)) b Floating rate time certificates of deposit of $100,000 or more with a repricing frequency of (1) Quarterly or more frequently (2) Annually or more frequently but less frequently then quarterly (3) Every five years or more frequently, but less frequently then atmmally (4) Less frequently than every five years (5) Total floating rate time certificates of deposit of $100 000 or more (sum of Memorandum items 6 b (1) through 6 b (4)) c Total time certificates of deposit of $1000000 or more (sum of Memorandum items 6 a (5) and 6 b (5)) (must equal Memoratxlum item 2 c above) 0359 1 196 389 1 M 5 a 3644 1 832 668 M 5 b 2761 348,285 M 6 a (1) 2762 299 087 M 6 a (2) 2763 172 981 M 6 a (3) 2765 88 293 I M 6 a (4) 2767 908 646 I M 6 a (5) 4568 0 M 6 b (1) 4569 0 M 6 b (2) 4571 01 M6b(3) 4572 01 M6b(4) 4573 01 M6b(5) 6645 908,646 M 6 c (1) Memorandum items 5 and 6 are not applicable to savings banks that must complete supplemental Schedule RC J 20 e~+ 1 U il » ) t 1 oo;)WliiLegal Title of Bank Address City State Zip FDIC Certificate No Bank One Texas NA 1717 Main Street Dallas, Tx 75201 3602 27474 Schedule RC-E--Continued Call Date 6/30/93 ST BK 48 1996 FFIEC 031 Page RC 11 Part II Deposits in Foreign Offices (including Edge and Agreement subsidiaries and IBFs) Dollar Amounts in Thousands RCFN Bit Mil Thou Deposits of 1 Individuals partnerships and corporations 2621 262 955 1 2 U S banks (including IBFs and foreign branches of U S banks) 2623 0 2 3 Foreign banks (including U S branches and agencies of foreign banks including their IBFS) 2625 0 3 4 Foreign governments and official institutions (including foreign central banks) 2650 0 4 5 Certified and official checks 2330 0 5 6 All other deposits 2668 0 1 6 7 Total (sun of items 1 through 6) (must equal Schedule RC item 13 b) L2200 262,955- 1 7 Schedule RC-F--Other Assets 1 -Income earned not collected on loans 2 Net deferred tax assets(1) 3 Excess residential mortgage servicing fees receivable 4 Other (itemize amounts that exceed 25% of this item) a TEXT 3549 CORPORATE OWNED LIFE INSURANCE RCFD 3549 b TEXT 3550 RCFD 3550 c I TEXT 3551 1 1 RCFD 3551 5 Total (sun of items 1 through 4) (must equal Schedule RC Item 11) Memorandum 1 Deferred tax assets disallowed for regulatory capital purposes Schedule RC-G--Other Liabilities RCFD 2164 53 282 1 1 RCFD 2148 25 400 2 RCFD 5371 0 3 RCFD 2168 286 895 4 4 a 4 b 4 c I RCFD 2160 365,577 1 5 Bit MIL Thou M 1 1 a interest accrued and unpaid an deposits in domestic offices(2) b Other expenses accrued and unpaid (Includes accrued insane taxes payable) 2 Net deferred tax liabilitiaa(l) 3 Minority interest in cotseNdated subsidiaries 4 other (itemize amounts that exceed 25% of this item) a TEXT 3552 TRADE DATE PAYAtLE RCFD 3552 b TEXT 3553 RCFD 3553 c I TEXT 3554 1 1 RCFD 3554 5 Total (sun of items 1 through 4) (must equal Schedule RC, item 20) (1) See discussion of deferred income taxes in Glossary entry on "income taxes " (2) for savings banks include "dividends" accrued and unpaid on deposits RCON 3645 37 032 1 a RCFD 3646 89 796 1 b RCFD 3049 0 2 RCFD 3000 0 3 RCFD 2938 262 503 4 256 163 4 a 4 b 4 c I RCFD 2930 389,331 15 21 ~ ¢ o lia4W NI Legal Title of Bank Bank One Texas NA Call Date 6/30/93 ST BK 48 1996 FFIEC 031 Address 1717 Main Street Page RC 12 city state Zip Dallas, TX 75201 3602 FDIC Certificate No 12171417141 Schedule RC-S--Selected Balance Sheet Items for Domestic Offices I C440 < 1 Customers liability to this bank on acceptances outstanding 2155 12 412 1 1 2 Bank's liability on acceptances executed and outstanding 2920 12 417 2 3 Federal funds sold and securities purchased under agreements to resell 1350 642 482 3 4 Federal funds purchased and securities sold under agreements to repurchase 2800 551 512 4 5 Other borrowed money 2850 26 750 5 EITHER 6 Net due from own foreign offices Edge and Agreement subsidiaries and IBFs 2163 N/A 6 OR 7 Net due to own foreign offices, Edge and Agreement subsidiaries and We 2941 195 511 7 8 Total assets (excludes net due from foreign offices Edge and Agreement subsidiaries and IBFs) 2192 17 346 597 8 9 Total liabilities (excludes net due to foreign offices Edge and Agreement subsidiaries and IBFS)1 3129 15.802 .769 1 9 Memorandum (to be completed only by banks with IBFs and other "foreign" offices) EITHER 1 Net due from the IBF of the domestic offices of the reporting bank OR 2 Net due to the IBF of the domestic offices of the reporting bank Schedule RC-I--Selected Assets and Liabilities of IBFs To be completed only by banks with IBFs and other "foreign" offices Dollar Amounts in Thousands 1 Total IBF assets of the consolidated bank (component of Schedule RC item 12) 2 Total IBF loans and lease financing receivables (component of Schedule RC C part 1 item 12 cola n A) 3 IBF commercial and industrial loans (component of Schedule RC C part I item 4 cot" A) 4 Total IBF liabilities (component of Schedule RC, item 21) 5 IBF deposit liabilities due to banks, including other IBFs (component of Schedule RC E part II items 2 and 3) 6 Other IBF deposit liabilities (component of Schedule RC E part If item 1 4 5 and 6) 3051 N/A M 1 M 2 2133 N/A 1 2076 N/A 2 2077 N/A 3 2898 N/A 4 2379 N/A 5 2381 N/A 16 22 i 1 l N,,.@4aau+, as > i i e~ t of N i legal Title of Bank Address City State Zip FDIC Certificate No Bank One Texas NA 1717 Main Street Deltas, TX 75201 3602 12171417141 Call Date Schedule RC-R--Quarterly Averages (1) > i 4b4" 6/30/93 ST SK 48 1996 FFIEC 031 Page RC 13 Dollar Amounts in Thousands C455 Bit M(l Thou < ASSETS 1 interest bearing balances due from depository institutions RCFD 3381 415,119 1 2 U S Treasury securities and U S Government agency and corporation obligations RCFD 3382 2 760 026 2 3 Securities issued by states and political subdivisions in the U S RCFD 3383 191 209 3 4 a Other debt securities RCFD 3647 2 847 972 4 a b Equity securities (includes investments in mutual funds and Federal Reserve stock) RCFD 3648 30 047 4 b 5 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs RCFD 3365 268 974 5 6 Loans a Loans in domestic offices (1) Total Loans RCON 3360 8 827 069 6 a (1) (2) Loans secured by real estate RCON 3385 2 966 797 6 a (2) (3) Loans to finance agricultural production and other loans to farmers RCON 3386 85,358 6 a (3) (4) Commercial and industrial loans RCON 3387 2 275 043 6 a (4) (5) Loans to individuals for household family, and other personal expenditures RCON 3388 2 748 190 6 a (5) (6) Obligations (other than securities and leases) of states and political subdivisions in the U S RCON 3389 24 372 6 a (6) b Total loans in foreign offices Edge and Agreement subsidiaries and IBFs RCFN 3360 13 6 b 7 Assets held in trading accounts RCFD 3401 133 7 8 Lease financing receivables (net of unearned income) RCFD 3484 67 373 8 9 Total assets RCFD 3368 17 346 253 9 LIABILITIES 10 Interest bearing transaction accounts in domestic offices (NOW accounts ATS accounts and telephone and preauthorized transfer accounts) (exclude demand deposits) RCON 3485 2 312 744 10 11 Nontransacticn accounts in domestic offices a Money market deposit accounts (MMDAs) RCON 3486 2 841 237 11 a b other savings deposits RCON 3487 745 483 11 b c Time certificates of deposit of $100,000 or more RCON 3345 961 672 11 c d ALL other time deposits RCON 3469 4 380 014 11 d 12 Interest bearing deposits in foreign offices Edge and Agreement subsidiaries and IBFS RCFN 3404 251 299 12 13 Federal funds purchased and securities acid under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries and in ISFs RCFD 3353 639 669 1 13 14 Other borrowed money I RCFD 3355 20.629 1 14 (1) For all items banks have the optf on of reporting either (1) an average of daily figures fo r the quarter or (2) an average of Meekly figures (I e , the Wednesday of each week of the quarter) 23 > U z 1 i i i i>>) N, Hmb"O 8 WR'0 bbb Sobb8b2 Li 9> N 01101)04;'W I i v ii"I Legal Title of Bank Address City State Zip FDIC Certificate No Bank One Texas NA 1717 Main Street Dallas, T% 75201 3602 12171417141 Call Date 6/30/93 ST OK 48 1996 FFIEC 031 Page RC 14 Schedule RC-L--OPl-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 A mounts in Thousands RCFD Sit Nil Thou St Mi 1 Unused commitments I a Revolving open and lines secured by 1 4 family residential properties, e g home equity lines 3814 376 653 1 a b Credit card lines 3815 1 395 201 11 b c Commercial real estate construction and land development (1) Commitments to fund loans secured by real estate 3816 230 682 1 c (1) (2) Commitments to fund loans not secured by real estate 6550 26 909 1 c (2) d Securities underwriting 3817 0 1 d e Other unused commitments 3818 2 732 474 1 a 2 Financial standby letters of credit and foreign office guarantees , 3819 123 317 2 a Amount of financial standby letters of credit conveyed to others I RCFD 3820 I 7,398 2 a 3 Performance standby letters of credit and foreign office guarantees 3821 154 466 3 a Amount of performance standby letters of credit conveyed to others I RCFD 3822 1 3,000 3 a 4 Commercial and similar letters of credit 3411 42 697 4 5 Participations in acceptances (as described in the instructions) conveyed to others by the reporting bank 3428 0 5 6 Participations in acceptances (as described in the instructions) acquired by the reporting (nonaccepting) bank 3429 0 6 7 Securities borrowed 3432 0 7 8 Securities lent (including customers securities lent where the customer is indemnified against Loss by the reporting bank) 3433 119 728 8 9 Mortgages transferred (i a sold or swapped) with recourse that have bear treated as sold for Call Report purposes a FNMA and FNLMC residential mortgage loan pools (1) Outstanding principal balance of mortgages transferred as of the report date 3650 0 9 a (1) (2) Amount of recourse exposure on these mortgages as of the report date 3651 0 9 a (2) b Private (nongovernment issued or guaranteed) residential mortgage loan pools (1) Outstanding principal balance of mortgages transferred as of the report date 3652 0 9 b (1) (2) Amount of recourse exposure on these mortgages as of the report date 3653 0 9 b (2) c Farmer Mac agricultural mortgage loan pools (1) Outstanding principal balance of mortgages transferred as of the report date 3654 0 9 c (1) (2) Amount of recourse exposure on these mortgages as of the report date 3655 0 9 c (2) 10 When issued securities a Gross commitments to purchase 3434 1 151 10 b Gross commitments to sell 3435 0 a 10 b 11 Interest rate contracts (exclude when issued securities) a Notional value of interest rate swaps 3450 8 747 977 11 a b Futures and forward contracts 3823 0 11 b c Option contracts (e g , aptiors on Treasuries) (1) Written option contracts 3824 0 11 c (1) (2) Purchased option contracts 3825 200 000 11 c (2) 12 Foreign exchange rate contracts a Notional value of exchange swaps (a g , cross currency swaps) 3826 0 12 a b Commitments to purchase foreign currencies and U S dollar exchange (spot, forward and futures) 3415 14 530 12 b c Option contracts (a g options on foreign currency) (1) Written option contracts 3827 0 12 c (1) (2) Purchased option contracts 1 3828 0 1 12 c (2) 24 l444 i 1 wlN Al 1i1U Vi1iUliii i11i, )11 , i li P W 111) 00 1 11E 1111 Legal Title of Bank Bank One Texas NA Address 1717 Main Street city state Zip Dallas, T% 75201 3602 FDIC Certificate No 12171417141 Schedule RC-L--Continued WIAli11i){IasgNg Call Date 6/30/93 ST SK 48 1996 FFIEC 031 Page RC 15 0461 I < 13 Contracts on other commodities and equities a Notional value of other swaps (e g oil swaps) b Futures and forward contracts (e g stock index and commodity precious metals wheat cotton livestock contracts) c option contracto (e 9 , options on commodities, individual stocks and stock indexes) (1) Written option contracts (2) Purchased option contracts 14 All other off balance sheet liabilities (itemize and describe each component of this item over 25% of Schedule RC, item 28 "Total equity capita(--) a 1 TEXT 3555 1 RCFD 3555 b TEXT 3556 RCFD 3556 c 1 TExT 12,17 I RCFD 3557 d TE%T 3558 RCFD 3558 15 All other off balance sheet assets (itemize and describe each component of this item over 25% of Schedule RC item 28 "Total equity capitat") a b c d Memoranda RCFD 5592 RCFD 5593 RCFD 5594 3829 0 3830 0 3831 0 3832 0 3430 0 5591 0 13 a 13 b 13 c (1) 13 c (2) 14 14 a 14 b 14 c 14 d 15 15 a 15 b 15 c 15 d i Loans originated by mhe reporting bank that have been sold or participated to others during xbru ail nit inou 1 the calendar quarter ending with the report date (exclude the portions of such loans retained by the reporting bank, see instructions for other exclusions) 3431 368 391 I M 1 2 Loans purchased by the reporting bank during the calendar quarter ending with the report date (see instructions for exclusions) 3488 146 175 M 2 3 Unused commitments with an original maturity exceeding one year that are reported in Schedule RC L items 1 a through i a, above (report only the unused portions of commitments that are fee paid or otherwise legally binding) 3833 2 618 557 M 3 a Participations in commitmants with an original maturity exceeding one year conveyed to others I RCFD 3834 1 83.138 M 3 a 4 To be completed only by banks with $1 billion or more in total assets Standby letters of credit and foreign office guarantees (both financial and performance) issued to non U S addressees (doelc(le) included in Schedule RC I. items 2 and 3, above 3377 42 118 M 4 5 To be completed for the Sepisidar report only: Installment loans to individuals for household, family and other personal expenditures that have been securitized and sold without recourse (with servicing retained) amounts outstanding by type of loan a Loans to purchaselprivate passenger automobiles 2741 N/A M 5 a b Credit cards and related plans 2742 N/A M 5 b c All other consumer installment credit (including mobile home loans) 1 2743 N/A I M 5 c 25 Legal Title of Bank Address city state imp FDIC Certificate No Bank One Texas NA 1717 Main Street Dallas, Tx 75201 3602 12171417141 Schedule RC-M--Memoranda AiO SN o i 1188 i > > 1 3d Wlatii Call Date 6/30/93 ST BK 48 1996 FFIEC 031 Page RC 16 C465 < Dollar Amounts in Thousands RCFD Bit Mil Thou 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 6164 391 1 a b Number of executive officers directors and principal shareholders to wham the amount of all extensions of credit by the reporting bank (including extensions of credit to related interests) squats or exceeds the leaser of $500 000 or 5 percent Number of total capital as defined for this purpose in agency regulations I RCFD 6165 1 0 1 b 2 Federal funds sold and securities purchased under agreements to resell with U S branches and agencies of foreign banks(1) (included in Schedule RC items 3 a and 3 b) 3405 0 2 3 Not applicable 4 Outstanding principal balance of 1 4 family residential mortgage loans serviced for others (include both retained servicing and purchased servicing) a Mortgages serviced under a GNMA contract 5500 0 4 a b Mortgages serviced under a FNLMC contract (1) Serviced with recourse to servicer 5501 0 4 b (1) (2) Serviced without recourse to servicer 5502 0 4 b (2) c Mortgages serviced under a FNMA contract (1) Serviced under a regular option contract 5503 0 4 c (1) (2) Serviced under a special option contract 5504 0 4 c (2) d Mortgages serviced under other servicing contracts 5505 0 4 d 5 To be completed only by banks with $1 billion or more in total assets Customers' liability to this bank on acceptances outstanding (sum of items 5 a and 5 b oust equal Schedule RC item 9) a U S addressees (domicile) 2103 3 812 5 a b Non U 5 addressees (domicile) 2104 8 600 5 b 6 Intangible assets a Mortgage servicing rights 3164 0 6 a b Other identifiable intangible assets (1) Purchased credit card relationships 5506 10 546 6 b (1) (2) All other identifiable intangible assets 5507 27 631 6 b (2) c Goodwill 3163 4 931 6 c d Total (sun of items 6 a through 6 c) (must equal Schedule RC item 10) 2143 43 108 6 d e Intangible assets that have been grandfathered for regulatory capital purposes 16442 0 6 e 7 Does your bank have any mandatory convertible debt that is part of your primary or secondary YES NO capital? 6167 1///1 x 7 If yes complete items 7 s through 7 a RC 0 gin Mil Thou a Total equity contract notes, gross 3290 N/A 7 a b Common or perpetual preferred stock dedicated to redeem the above notes 3291 N/A 7 b c Total equity commitment notes gross 3293 N/A 7 c d Common or perpetual preferred stock dedicated to redeem the above notes 3294 N/A 7 d e Total (item 7 a minus 7 b plus 7 e minus 7 d) 13295 N/A 7 e (1) Do not report federal funds sold and securities purchased under agreements to resell with other commercial banks in the U S in this item 26 GI i) 1 Legal Title of Bank Address City, State Zip FDIC Certificate No ] 0I W i 19"81. l 1 M 1 l 1 ti Bank One, Texas NA 1717 Main Street Dallas, T% 75201 3602 12171417141 Schedule RC-M--Continued d a t a of i W L4 L uliiliwl,ml a l V 1 1 1 odtita Call Date 6/30/93 ST SK 48 1996 FFIEC 031 Page RC 17 8 a other real estate owned (1) Direct and indirect investments in reel estate ventures (2) All other reel estate owned (a) Construction and land development in domestic offices (b) Farmland in domestic offices (c) 1 4 family residential properties in domestic offices (d) Multifamily (5 or more) residential properties in domestic offices (e) Nonfarm nonresidential properties in domestic offices (f) In foreign offices (3) Total (sum of items 8 a (1) and 8 a (2)) (must equal Schedule RC item 7) b Investments in unconsolidated subsidiaries and associated companies (1) Direct and indirect investments in real estate ventures (2) All other investments in unconsolidated subsidiaries and associated companies (3) Total (sun of items 8 b (1) and 8 b (2)) (must equal Schedule RC, item 8) c Total assets of unconsolidated subsidiaries and associated companies 9 Noncumulative perpetual preferred stock and related surplus included in Schedule RC item 23 "Perpetual preferred stock and related surplus" 1 Interbank holdings of capital instruments (to be completed for the Once a Reciprocal holdings of banking organizations' capital instruments b Nonreciprocal holdings of banking organizations' capital instruments report only) RCFD 5372 0 8 a (1) RCON 5508 105 8 a (2)(a) RCON 5509 0 8 a (2)(b) RCON 5510 20 862 8 a (2)(c) RCON 5511 0 8 a (2)(d) RCON 5512 3 879 8 a (2)(e) RCFN 5513 0 8 a (2)(f) RCFD 2150 24 846 8 a (3) RCFD 5374 0 8 b (1) RCFD 5375 0 8 b (2) RCFD 2130 0 8 b (3) RCFD 5376 0 8 c RCFD 3778 0 1 9 3836 N/A M 1 a 3837 N/A M 1 b 27 I l l-1 I l i i M p ffiab 0' o, legal Title of Bank Bank One Texas NA Address 1717 Main Street City State Zip Dallas TX 75201 3602 FDIC Certificate No 12171417141 1 I Hltll U lbb LaU8a9xi 1 Ii891iNik1 Call Date 6/30/93 ST SK 48 1996 FFIEC 031 Page RC 18 Schedule RC-N--Pant Due and Nonaccrual Loans, Leases, and Other Assets The FFIEC regards the information reported in all of Memorandum item 1, in items 1 through 10 colum A and in Memorandum items 2 and 3 colum A as confidential I ( Pest t due A) I (Column B) I I Past due 90 30 through 89 I days or more days and still I and still Dollar mci s in Thousands 1 Loans secured by real estate a To U S addressees (domicile) b To non U S addressees (domicile) 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) 5 Loans to individuals for household, family, and other personal expenditures a Credit cards and related plans b Other (Includes single Payment installment I and all student loans) 6 Loans to foreign governments and official I 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 I real estate owned and other repossessed assets) 1. C470 I r (COIum C) Nonaccrual I 1245 1248 11246 7 117 11247 18 277 1 1 a 1 1249 0 11250 0 I i b 5377 5578 1 15379 p I 2 5380 15381 0 15382 0 I a 2 b 1594 1 1597 5 1 1583 0 3 1251 1254 1252 1 679 1 1253 9 097 1 4 a 1 1255 0 I 1256 0 I 4 b 5383 ' 5384 7 005 1 5385 0 I 5 a 5386 5387 6 477 1 5388 1 390 1 5 b 5389 1 5390 0 1 5391 0 I 6 5459 5460 0 1 5461 495 I 7 1257 0 I 259 70 1 8 a 1271 I 1272 O I ; 0 I 8 b 3505 i 3506 0 1 3507 _ 0 1 9 aaaaamaazaaazzaaaaaaaaaaaaavsaazaaamsamaeeaaasavsmamaamesmvaamaaasaamaazamaamzasaaaavaaaasaazaaaasaaaaavaaasaaasaaazasaczaaaasaaaaaa Amounts reported in item 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 I Items 1 through 8 n the amounts reported in 10 Loans and leases reported in items 1 through above which era dally or arti ll I RCFD Bil Mil Thou I RCFD Bit Mil Thou _ a p a y guaranteed by the U S Gavel mmnt a Guaranteed portion of lam and teases 15612 ' 5613 3,707 15614 1 402 110 Included in item 10 above 1 5615 _ . 5616 3 702 1 5617 1 345 110 a 26 I r 84hu 989 A miA 1W4k)ii WVW Legal Title of Bank Address City, State Zip FDIC Certificate No Bank One, Texas NA 1717 Main Street Dallas, TX 75201 3602 12 17 474 Call Date 6/30/93 ST SK 48 1996 FFIEC 031 Page RC 19 Schedule RC-N--Continued Memoranda Dollar Amounts in Thousand 1 Restructured loans and leases included In Schedule RC N items 1 through 8 above 2 Loans to finance commercial real estate construction and land development activities (not secured by reel estate) included in Schedule RC N items 4 and 7 above 3 Loans secured by rest estate in domestic offices (included in Schedule RC N item 1 above) a construction and land development b Secured by farmland 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) All other to ns secured by 1 4 family residential properties d secured by multifamily IS or more) residential properties a Secured by nonfarm nonresidential properties 1658 2759 3493 5398 5401 ///////////////IV 3499 1659 6559 0 RCON Bit Mil Thou 2769 1 055 3494 133 5399 1 138 5402 2,789 1 3500 0 RCFD Bit Mil Thou 1661 M i 1 6560 5 1 M 2 3492 1 222 1 M 3 a 3495 274 M 3 b 5400 1 904 M 3 c (1) 5403 10 471 M 3 c (2) 3501 36 M 3 d 3504 4,370 M 3 e Schedule RC-O--Other Data for Deposit Insurance Assessments An amended Certified Statement shouLd be submitted to the FDIC if the amounts reported in items 1 through 9 of this schedule are amended after the semiannual Certified Statement originally covering this report date has been filed with the FDIC 1 Unposted debits (see instructions) a Actual amount of alt 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(t) 3 uninvested trust finds (cash) hold 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 Tina and savingsideposits(1) of consolidated subsidiaries c Interest accruedand unpaid an deposits of consolidated subsidiaries 5 Deposits in msuredlbranchas in Puerto Rico and U 8 territories and possessions a Demand deposits in insured branches (included in Schedule RC E Part II) b Time and savingsldeposits(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) 1 C4 rb I < RCON Bit Mil Thou 0030 0 1 a 0031 N/A 1 b 0032 N/A 1 b 3510 0 2 a 3512 N/A 2 b 3514 N/A 2 b 3520 2 861 3 2211 37 4 a 2351 0 4 b $514 0 4 c 2229 0 1 5 a X2383 0~5b 15515 015c (1) (2) (1) (2) (1) For FDIC insurance assessment purposes "time and savings deposits" consists of nontransaction accounts and all transaction accounts other than demand deposits 29 Legal Title of Bank Address city state Zip FDIC Certificate No Bank One Texas NA 1717 Main Street Dallas, TX 75201 3602 12171417141 Call Date 6/30/93 ST 8K 48 1996 FFIEC 031 Page RC 20 Schedule RC-0--120ntinued Thousands RCON Si t lI item b is not applicable to state nonmember banks that have not been authorized b L'U y then Federal Reserve to act as pass thr h oug correspondents 6 Reserve balances actually passed through to the Federal R eserve by the reporting bank on behalf of its respondent depository institutions that are also reflected as del of the reporting bank posit k abilities a Amount reflected in demand deposits (included in Schedule RC E Part M I emorandum item 4 a) b Amount reflected in time and savings deposits(1) (included in Schedule RC E Part 1 Memorandum Item 4 b) 2314 0 6 a 7 Unamortized premium and discounts on time and savings deposits (1) a Unamortized premiums 2315 6 In b Unamortized discounts 5516 41 922 7 a 15517 017b 18 To be completed by banks with "Oskar deposits " Total "Adjusted Attributable Deposits', of all institutions acquired under Section 5(d)(3) of the Federal Deposit Insurance Act (from most recent FDIC O k s ar Transaction Worksheet(s)) ~ 5518 4 054 623 18 ~ 9 Deposits in lifeline accounts 1 55% 19 (1) For FDIC Insurance assessment purposes, "time and savings depositso consists of nontransacti accounts and all transaction accounts other th on an demand deposits Memoranda (to be completed each quarter except as noted) 1 bu`1m ida 1 Total deposits in domestic offices of the bank (aim of Memorarxlum DitlemsrI ap(7 m s IRCON Bi--- l Milih^~ ) ) and ust equal Schedule RC, item 13 a) a Deposit accounts of S100 000 or less (1) Amount of deposit accounts of $100 000 or lees (2) Number of deposit accounts of $100 000 or less (to be 2702 10 463 389 M 1 a (1) completed for the June report only) Number b Deposit accounts of more than $100 000 1 RCON 3779 I 1 533 785 N 1 a (2) (1) Amount of deposit accounts of more than $100 000 , (2) Number of deposit accounts of more than $100,000 Number I RCON 2722 1 11 2 Estimated amount of uninsured d 497 2710 4 342 769 M 1 b (1) , eposits i domestic offices the bank a An estimate of your bank's uni M t b (2) nsured d posuts cts can determined by multiplying the number of d0 n r sit accounts of more then $100000 0 eported above by $10 0 00 and subtracting the frosrthea utt of dep acc ) o ts of more than $100 000 reported In Naaorandw item 1 b (1) above Indicate in the appropriate box at the right whether your bank has a method or procedure for determining a better satis t a e of uninsured deposits than the estimate described above b If the box marked YES has been checked, report the estimate of uninsured deposits determined by using your bank's m th d YES NO 1~1`I`N M 2 a RCON Sit Mil e o or procedure Thou L UK N/A I M 2 b Person to whom questions about the Reports of Condition and income should be directed Dens Ueat Rankin Offie r C477 < Nams and Title (TEXT 8901) (214) 290 7413 Area code and phone number (TEXT 8902) 30 11I1 141 lim,06a0u l iuu 6 ma 1 4 Legal Title of Bank Address City, State Zip FDIC Certificate No Bank One Texas NA 1717 Main Street Dallas, TX 75201 3602 27474 Schedule RC-R--Rink-Based Capital Call Date 6/30/93 ST BK 48 1996 FFIEC 031 Page RC 21 This schedule must be completed by all banks as follows Banks that reported total assets of si billion or more in Schedule RC item 12 for June 30 1992 must complete Items 2 through 9 and Memorandum item 1 Banks with assets of less than $1 billion must complete items 1 through 3 below or Schedule RC R in its entirety depending on their response to item 1 below Test for determining the extent to which Schedule RC R must be completed To be completed only by banks with total assets of less than $1 billion Indicate in the appropriate C480 < box at the right whether the bank has total capital greater than or equal to eight percent YES NO of adjusted total assets I RCFD 6056J... 1////I 1 1 For purposes of this test adjusted total assets equals total assets Less cash U S Treasuries U S Government agency obligations and 80 percent of U S Government sponsored agency obligations plus the allowance for loan and lease Losses and selected off balance sheet items as reported on Schedule RC L (see instructions) If the box marked YES has been checked then the bank only has to complete items 2 and 3 below If the box marked NO has been checked the bank must complete the remainder of this schedule A NO response to item 1 does not necessarily mean that the bank's actual risk based capital ratio is less than eight percent or that the bank is not in compliance with the risk based capital guidelines (Calum A) (Column B) Subordinated oebt(1)l Other and Intermediate Limited Items 2 and 3 are to be completed by all banks Term Preferred Life Capital Stock Instruments Dollar Amounts in Thousands RCFD Bit Mil Thou RCFD Bit Nit Thou 2 Subordinated debt(s) and other limited life capital instruments (original weighted average maturity of at least five years) with a remaining maturity of a One year or less 3780 0 3786 0 2 a b Over one year through two years 3781 0 3787 0 2 b c Over two years through three years 3782 0 3788 0 2 C d Over three years through four years 3783 0 3789 0 2 d e Over four years through five years 3784 0 3790 0 2 f Over five years 1 3785 0 1 3791 0 1 e 2 f 3 Total qualifying capital (i a Tier 1 and Tier 2 capital) allowable under the risk based RCFD Bit Mil Thou capital guidelines 1 3792 1.412.077 1 3 Items 4 9 and Memorandum item 1 are to be completed by banks that answered NO to item 1 above and by banks with total assets of $1 billion or more 4 Assets and credit equivalent anoints of off balance sheet item assigned to the Zero percent risk category: a Assets recorded on the balance sheet (1) Securities issued by, other claims on, and claims unconditionally guaranteed by the U S Ooverrnnnt and its agencies and other OECD central governments (2) ALI other b Credit equivalent amount of off balance sheet items (Column A) (Column B) Assets Credit Equiv Recorded alent Amount on the of Off Balance Balance sheet Sheet Items(2) RCFD OIL Mil Thou RCFD Bit Mil Thou 3794 1 747 144 3795 228,953 3796 0 (1) Exclude mandatory convertible debt reported in Schedule RC M item 7 a "Total -4 (2) Do not report in column 8 the risk weighted amount of assets reported in cot umn A 1 > 9a, 4laNtlftl 4 a (1) 4 a (2) 4 b 31 VAe U i91i3i3Ye)11GktaN31~ Legal Title of Bank Address City State Zip FDIC Certificate No Bank One Texas NA 1717 Main Street Dallas, T% 75201 3602 27474 Schedule RC-R--Continued 5 Assets and credit equivalent amounts of off balance sheet items assigned to the 20 percent risk category a Assets recorded on the balance sheet (1) Claims conditionally guaranteed by the U S Government and its agencies and other OECD central governments (2) Claims collateralized by securities issued by the U S Govern ment and its agencies and other OECD central governments by securities issued by U S Government sponsored agencies and by cash on deposit (3) All other b Credit equivalent amount of off balance sheet items 6 Assets and credit equivalent amounts of off balance sheet items assigned to the 50 percent risk category a Assets recorded on the balance sheet b Credit equivalent amount of off balance sheet items 7 Assets and credit equivalent amounts of off balance sheet items assigned to the 100 percent risk category a Assets recorded On the balance sheet b Credit equivalent amount of off balance sheet items 8 On balance sheet values (or portions thereof) of interest rate foreign exchange rate and commodity contracts which have a capital assessment for their off balance sheet exposure under the risk based capital guidelines and those contracts (e g futures contracts) excluded from the calculation of the risk based capital ratio (exclude margin accounts and accrued receivables from this item) 9 Total assets recorded an the balance sheet (sum of items 4 a, 5 a, 6 a 7 a and 8 col um A)(must squat Schedule RC, item 12 plus items 4 b and 4 c, plus Schedule RC B item 6 a (3) column A) Call Date 6/30/93 ST 8K 48 1996 FFIEC 031 Page RC 22 I (Column A) I Assets I Recorded I on the Balance Sheet 37,98 437 864 3799 83 081 3800 3 922,087 3802 2 489 456 3804 8 621 502 3806 0 (COL= B) Credit Equiv alent Amount of Off Balance 15 a (2) 5 a (3) 3801 443 148 15 b 16 a 3803 13 600 16 b 17 a 3805 1 359 182 17 b 8 1 9 i (LOIUmn A) Notional Principal Memorandum I Value Dollar Mounts in Thousands I RCFO Bit Mil Thou 1 Notional principal value and rsplsc~t cost of interest rate and foreign exchange rate contrasts (in column 8, report only those contracts with a positive rsplaoaaient cost) a Interest rate contracts (exetude futures contracts) (1) With a remaining maturity of ens year or lass 13809 901 226 (2) With a remaining maturity of over one year 13810 7 196 751 b Foreign exchange rate contracts (exclude contracts with an original maturity of 14 days or less and futures contracts) (1) With a remaining maturity of one year or less 13812 13 258 (2) With a remaining maturity of over one year 13813 1.272 (1) Do not report in colon 8 the risk weighted amount of assets reported in cot" A (COlu n 8) Replacement Cost 3808 135 833 I M 1 a M 1 a (1) M 1 a (2) 3811 6 334 M 1 b M 1 b (1) M 1 b (2) 32 1 , 1i1 u o i o I;Ab o i 4swN Legal Title of Bank Bank One Texas NA Call Date 6/30/93 ST 8K 48 1996 FFIEC 031 Address 1717 Main Street Page RC 23 City, State Zip Dallas, TX 75201 3602 FDIC Certificate No 2 7 4 7 t octal Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income at close of business on June 30 1993 Bank One Texas NA Legal Title of Bank Dallas Texas City State The management of the reporting bank may, if it wishes, sub mit 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 re sponse to any request for individual bank report data How ever the information reported in column A and in all of Memorandum item 1 of Schedule RC N is regarded as confidential and will not be released to the public BANKS CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC N OR ANY OTHER INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOMERS Banks choosing not to make a statement may check the "No comment" box below and should make no entries of any kind in the space provided for the narrative statement i e DO NOT enter in this space such phrases as -'No statement " "Not applicable Of "N/A " "No comment " and "None " The optional statement must be entered on this sheet The statement should not exceed 100 words Further, regardless of the number of words the statement must not exceed 750 characters including punctuation indentation and standard spacing between words and sentences if any submission should exceed 750 characters, as defined, it Will be truncated at 750 characters with no notice to the submitting bank and the truncated statement will appear as the bank's statement both on agency computerized records and in computer file releases to the public All information furnished by the bank in the narrative state ment must be accurate and not misleading Appropriate of forts shall be taken by the submitting bank to ensure the statement's accuracy The statement must be signed in the space provided below by a senior officer of the bank who thereby attests to its accuracy If subsequent to the original submission, material changes are submitted for the data reported in the Reports of Conch tion 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 ap propriate to the amended data The optional narrative statement will appear in agency records and in release to the public exactly as submitted (or amended as described in the preceding paragraph) by the management of the bank (except for the truncation of state ments exceeding the 750 character limit described above) THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED THEREIN A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE Of THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT Of THE REPORTING BANK No comment J1 (RCON 6979) 1 C471 I 0472 1< BANK MANAGEMENT STATEMENT (please type or print clearly) (TEXT 6980) Signature of executive officer of Bank Date of Signature 33 i 1 i 4 i ! 8mf1 1 ! 1i q1 1 24 ! Hbim E 1 10 ii NfiaoNHidiiaifiH#itilLESi9lida$a313AViUV37oUV313H•}iSiiWfiUii7iiiU ~ 88ZWZ ZgOM1 0 i3 80hi WM ,Legal Title of Bank Bank One, Texas NA Call Date 6/30/93 ST BK 48 1996 FFIEC 031 Address 1717 Main Street Page RC 23 City State Zip Dallas, TX 75201 3602 FDIC Certificate No 2 7 7 4 Oki tonal Narrative Statement Concerning the Amounts Reported in the Reports of Condition and income at close of business on June 30 1993 Bank One. Texas NA Legal Title of Bank Dallas Texas City State The management of the reporting bank may if it wishes sub mit 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 re sponse to any request for individual bank report data How ever the information reported in column A and in all of Memorandum item 1 of Schedule RC N is regarded as confidential and will not be released to the public BANKS CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC N OR ANY OTHER INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOMERS Banks choosing not to make a statement may check the "No cement" 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 -I -'No comment " and '-None The optional statement must be entered on this sheet The statement should not exceed 100 words Further, regardless of the number of words the statement must not exceed 750 characters, including punctuation, indentation, and standard spacing between words and sentences If any submission should exceed 750 characters as defined, it will be truncated at 750 characters with no notice to the submitting bank and the truncated statement will appear as the bank's statement both on agency computerized records and in computer file releases to the public All information furnished by the bank in the narrative state ment must be accurate and not misleading Appropriate of forts shall be taken by the submitting bank to ensure the statement's accuracy The statement must be signed in the space provided below by a senior officer of the bank who thereby attests to its accuracy if, subsequent to the original submission material changes are submitted for the data reported in the Reports of Condi tion 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 ap propriate to the amended data The optional narrative statement will appear in agency records and in release to the public exactly as submitted (or emended as described in the preceding paragraph) by the management of the bank (except for the truncation of state ments exceeding the 750 character limit described above) THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED THEREIN A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE REPORTING BANK No comment IXI (RCON 6979) 1 C471 I 0472 I< BANK MANAGEMENT STATEMENT (please type or print clearly) (TEXT 6980) 41 {11{IO1 ' 114 UU BAaA 4 111 111114 6411 ) 1 UGH 1 Al W 1 !N 41 bb 4 1 , Lb 1 i i1 N Z8W,W, AJ81H8&bM iv HiWJW$bW owl , 1 Io III , "81 11 )113111 Legal Title of Bank Address City, State Zip FDIC Certificate No Bank One, Texas NA 1717 Main Street Dallas, T% 75201 3602 12 7474 Call Date 6/30/93 $T BK 48 1996 THIS PAGE IS TO BE COMPLETED BY ALL HANKS OMB No For OCC 1557 0081 CALL NO. 184 31 06-30-93 OMB No For FDIC 3064 0052 CERT. 27474 00088 S TSK 46-1996 OMB No For Federal Reserve 7100 0036 E xpiration Date 2/28/95 BANK ONE. TEXASe NATIONAL ASSOCIATIO P.O. BOX 2254 15 SPECIAL REPORT OALLA S, TX 75222-5415 (Dollar Amounts in Thousands) OSE OF BUSINESS I FDIC Certificate Number ATE I I C 700 1 < LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date) The following information is required by Public Laws 90 44 and 102 242 but does not constitute a part of the Report of Condition With each Report of Condition these Laws require all banks to furnish a report of all loans or other extensions of credit to their executive officers made since the date of the previous Report of Condition Data regarding individual loans or other extensions of credit are not required If no such loans or other extensions of credit were made during the period insert -none-- against subitem (a) (Exclude the first $5 000 of indebtedness of each executive officer under bank credit card plan ) See Sections 215 2 and 215 3 of Title 12 of the Code of Federal Regulations (Federal Reserve Board Regulation 0) for the definitions of "executive officers) and "extension of credit 11 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 I_RCFD 3561 1 0 a b Total dollar amount of above loans (in thousands of dollars) I RCFD 3562 I 0 b c Range of interest charged on above Loans (example 9 3/4% = 9 75) 1 RCFD 7701 1 0 00 1 % to I RCFD 7702 I 0 00 1 % c SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT I DATE (Month Day Year) I ~ ~ ~ t3 7- (99 93 NAME AN TITLE OF PERS TO W GUIRIES MAY BE DI CTED (TEXT 8903) I AREA CODE/PHONE NUMBER (TEXT 8904) Denise West (214) 290 7413 tUI6 UU4U/55 (12 92) 34 Federal Financial Institutions Examination Council ry ~ l~-{' ~ f N 1~ 1 a Board at Coyeman or dx Feacru Re a norm OMB \umDer loo-J076 Federal Deposit Insuruve Corporaom OMB Number 37"..0052 Office of the Comptroller of the Currency OMB Number 1557-0081 Upues Febnurv 28 1995 Rene refer to page t Table of Cmtenb for the required disclosure of esturuted burden Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices-FFIEC 031 Report at the close of business March 31, 1993 1 Ww This report is required by law 12 U S C §324 (State member banks) 12 U SlC §1817 (State nonmember banks) and 12 U S C §161 (National banks) Ttus report form u to be filed bybanks with branchesand con soliciated subsidiaries in U S territories and possessions Edge or Agreement subsidiaries foreign branch Bonsolidated foreign subsidiaries, or International Banking Facilities 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 directors (trustees) for State nonmember batiks and three directors for State member and National banks I &trq K ~21rLley. Ch1cF Fnanclal~ Name an Title ofCffim Au to Sign Report of the named bqnk hereby declare that these Reports of Condition and come (including the supportittg schedules) have been prep m conformance with the Insiru ctions issued by the a propnate Federal regulatory authority and are trug to the best of my knowledo and belief The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions NOTE These instructions may in some cases differ from generally accepted accounting principles M yYe the undersigned directors (trustees) attest to the correct ass of this Report of Condition (including the supporting schedules) and declare that it has beenexammed by us and to the best of our knowledge and belief has been prepared in conformance with the mseructi Qns4aire b ie p ropnate Federal regulatory author) For Banks Submitting Had Copy Report Forma. State Member Bar" Return theoriginalandaxcopytothe National Banks. Return the original only in the special return appropriate Federal Reserve District Bank address modope pr mdai If express mall is used in lieu of the State Nommem a Yft=Un the Original only in the special return address envelope, return the original only to special return If hided If aipress mail is used it* FDIC, c/o Quality Data Systems, 2139 Fspey Court in lieu of the envelope, return the Crofton, MD 21114 original only to Quality Data Systems, 2139 Espey Court- C 02 FDIC Certificate Number I I I I I I F- stew tam 7 CALL Nr. 193 31 11-31-`l3 CE1T 27474 30 STaK 49-1 io dAJK JNca TCXA.:it NATIZiAL ASSCCIAT,~i P.J. BOX t2>'1, ^4LLar, Tr 75222-941F L_ _J Board of Govemom of the Federal Reserve System Federal Deposit Insruar7ce Corporation Office of the Comptroller of the Currency i MEC 03, Pape 721 Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices Table of Contents Signature Page Cover Report of Income Schedule RI-Income Statement RI 1, 2,3 Schedule RI A--Changes in Equity Capital RI-3 Schedule RI B--Charge-offs and Recoveries and Changes in Allgwance for Loan and Lease Losses RI.4, 5 Schedule RI-C-Applicable Income Taxes by Taxing Authority Schedule RI D-Income from International Operations Schedule RI E-Explanations Disclaare of Estimated Barden neatmuted averagebuM.nam on matvavuarcuowepm oturamenmamaesara..wv.~.......1... none gathering sid maps dW in ar ta*dmd tam, and records m the roemal accuracy of tins bmdm directed to the Cd9oa d and Budget W tit secretary Bard of Covernoes d the 9r W &dW mn, D C 20561 1 Legtdative and aegulatoty ArWyW Division office of the Comptroller of the Curmuy W ashmgtatc D C 20219 Aawtant Executive secretary Federal Deposit bourance Coryondan Wadungbw DC 20x29 RI 5 RI-6 RI-7,8 the iti ^Report of Condition Nhha, IXaa d Martegmtent "I'll, , 5 Schedule RC-Balance Sheet RC 1 2 Schedule RC A-Cash and Balances Due From Depository Institutions RC 3 Schedule RC-B-Secunties RC4 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 (included in the forms for June 30 only) RC 7a 7b Schedule RC D-Assets Held in Trading Accounts in Domestic Offices Only (to be completed only by banks with $1 billion or more in total assets) RC-8 Schedule RC E-Deposit Liabilities RC 9 10 Schedule RC F-Other Assets RC Schedule RC-G--Other Liabilities RC 11 Schedule RC H--Selected Balance Sheet Items for Domestic Offices RC 12 Schedule RC-1--Selected Assets and Liabilities of IBFs RC-12 Schedule RC K-Quarterly Averages RC 13 Schedule RC-L--Off-Balance Sheet Items RC 14 15 Schedule RC M-Memoranda RC 16 17 Schedule RC-N-Past Due and Nonacc ual Loans Leases, and Other Assets RC 18,19 Schedule RC-0-Otlter Data for Deposit Insurance Assessments RC-19 20 Schedule RC R-Risk-Based Capital RC 21 22 Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income RC 23 Special Report (to be completed by all banks) Schedule RC J-Repnang Opportunities (sent only to and to be completed only by savings banks) For information or assistance national and state nonmember banks should contact the FDIC s Call Reports Analysis Unit 550 17th Street NW Washington D C 20429 toll free on (800) 688-FDIC (3342) Monday through Friday between 8 00 a in and 5.00 p in Eastern time State member banks should contact their Federal Reserve District Bank Legal Title of Bank BARK ONE TEXAS NA Address p o BOX 225415 City State zip DALLAS TX 75222 $415 FDIC Certificate No 1217141714A Call Date 3/31/93 ST BK 48 1996 FFIEC 031 Page RI 1 Consolidated Report of Income for the period January 1, 1993-Karch 31, 1993 All Report of income schedules are to be reported on a calendar year to date basis in thousands of dollars Schedule RI--IuCOme Statement interest inccaK a Interest and fee income on loans (1) In domestic offices (a) Loans secured by real estate 14011 68 867 I 1 a (1)(a) (b) Loans to depository institutions 4019 0 1 a (1)(b) (c) Loans to finance agricultural production and other Loans to farmers 14024 1 523 I 1 a (1)(c) (d) Commercial and industrial loans 4012 43,339 1 a (1)(d) (e) Acceptances of other banks 14026 0 I 1 a (1)(e) (f) Loans to Individuals for household family, and other personal expenditures (1) Credit cards and related plane 14054 21 215 I 1 a (1)(f)(1) 4055 48 542 I 1 a (1)(f)(2) (2) Other (g) Loans to foreign governments and official institutions 14056 0 I 1 a (1)(g) (h) Obligations (other then securities and teases) of states and political subdivisions In the U S (1) Taxable obligations 4503 387 I 1 a (1)(h)(1) (2) Tax exempt obligations 14504 162 I 1 a (1)(h)(2) (1) All other loans in domestic offices 14058 8 456 I 1 a MM (2) In foreign offices, Edge and Agreement subsidiaries, and IBFs 14059 0 1 a (2) b Income from lease financing receivables 14505 861 1 b (1) (1) Taxable leases 4307 201 1 b (2) (2) Tax exempt leases c interest income on balances due from depository institutions (1) 14105 3 861 11 c (1) (1) In domestic offices (2) In foreign offices Edge and Agreement subsidiaries and We 4106 0 1 c (2) d Interest and dividend income on securities (1) U S Tressuryl securities and U S Government agency and corporation obligation 14027 37 656 I 1 d (1) (2) Securities issued by states and political subdivisions in the U S (a) Taxable securities 14506 10 4507 2 018 I 1 d (2)(a) 1 d (2)(b) (b) Tax exempt securities 3657 52 362 I 1 d (3) (3) Other domestic debt securities 3658 68 I 1 d (4) (4) Foreign debt securities 13659 450 I 1 d (5) (5) Equity securities (including investments in mutual funds) e interest Income from assets held In trading accounts J 4069 5 I 1 e (1) Includes interest income an tive certificates of deposit not hold in trading accounts 3 Legal Title of Bank BANK ONE, TEXAS NA Address P 0 BOX 225415 City State zip DALLAS TX 75222 5415 FDIC Certificate No 12171417141 Schedule RI-- Continued Call Date 3/31/93 ST SK 48 1996 FFIEC 031 Page RI 2 1 Interest income (continued) RIAD Bit Mnl Thou f interest imams on federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs 4020 385 1 f g Total interest income (sus of items 1 a through 1 f) 4107 290,368 1 g 2 Interest expense a Interest on deposits (1) Interest on deposits in domestic offices (a) Transaction accounts (NOW accents, ATS accounts and telephone and preauthorized transfer accounts) 4508 81 2 a (1)(a) (b) Nontransacti on accounts (1) Monoy market deposit accounts (MMDAs) 4509 19 496 2 a (1)(b)(1) (2) Other savings deposits 4511 1 409 2 a (1)(b)(2) (3) Time certificates of deposit of $100,000 or more 4174 10 370 2 a (1)(b)(3) (4) All other time deposits 4512 41 423 2 a (1)(b)(4) (2) Interest on deposits in foreign offices, Edge and Agreement subsidiaries and We 4172 1 458 2 a (2) b Expense of federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs 4180 3 383 2 b c Interest on demand notes issued to the U 5 Treasury and on other borrowed money 4185 376 2 c d Interest on mortgage indebtedness and obligations under capitalized leases 4072 9 2 d e Interest on subordinated notes and debentures 4200 0 2 e f Total interest expense (sum of items 2 a through 2 e) ( 4073 78 005 2 f 3 Net interest income (item 1 9 minus 2 f) RIAD 4074 1 212,363 1 3 4 Provisions a Provision for loan and lease losses RIAD 4230 (8 596) 4 a b Provision for allocated transfer risk RIAD 4243 1 0 1 4 b 5 Nonnnterest ineomee a Income from fiduciary activities 4070 6 888 5 a b Service charges on deposit accosts in domestic offices 4080 32 248 5 b c Trading gains (losses) and fees from foreign exchange transaction 4075 378 5 c d other foreign transaction gains (losses) 4076 0 5 d e Gains (losses) and fees from assets hold in trading accents 4077 224 5 e f Other noninterest Income (1) Other fee income 5407 14 474 5 f (1) (2) All other noninterest ineoese 5408 2 980 5 f (2) g Total noninterest incase (sum of items 5 a through 5 f) RIAD 4079 ~ 57 192 1 5 g 6 Gains (losses) an securities not held in trading accents RIAD 4091 I 1,845 1 6 7 Noninterest expense a Salaries and employee bormonts 4135 63 202 7 a b Expenses of promises ens fi)ted esesto (net of rental income) (excluding salaries and mWoM benefits and mortgage interest) 4217 18,508 7 b c Other nonintereat GXpsnW 4092 79 386 7.c d Total nioninterest exper" Can of items 7 a through 7 c) RIAD 4093 1 161,096 1 7 d 8 Income (loss) before income taxes and extraordinary items and other adjustments (item 3 plus or minus items 4 a, 4 b, 3 9 6 and 7 d) RIAD 4301 118 900 8 9 Applicable income taxes (on item 8) RIAD 4302 1 40,334 1 9 10 Income (loss) before extraordinary items and other adjustments h tam 8 minus 9) RIAD 4300 1 78,566 1 10 `Describe on Schedule RI E Explanations 4 Legal im tie of Bank BANK ONE TEXAS 5 NA Address P 0 BOX 22545415 Call Date 3/31/93 ST SK 48 1996 FFIEC 031 City, state Zip DALLAS T% 75222 5415 Page RI 3 FDIC Certificate No JZL7L417 L4 I Schedule RI--Continued Year to date Dollar Amounts in Thousands RIAD Bit Nil Thou 11 Extraordinary item and other adjustments a Extraordinary items and other adjustments, gross of income taxes' ~ 4310 0 ~ 11 a b Applicable income taxes (en item 11 a)" 4315 0 11 b c Extraordinary items and other ad)ustments net of income taxes (teem 11 a minus 11 b) 12 Net income (loss) (sus Of trams 10 and 11 t) 11 c 112 Memoranda Year to date 1 Interest expense incurred to carry tax exempt securities loans, and leesearacqui reed an Thousands RIAD Bit Mil Thou August 7 1986, that is not deductible for federal intone tax 2 Not applicable purposes 4515 974 N 1 3 Estimated foreign tax credit included in applicable income taxes items 9 and 11 b above 4 To be completed only by banks with $1 billion or more in total assets 4309 0 N 3 Taxable equivalent adjustment to "Income (lose) before income taxes and extraordinary items and other adjustments" (item 8 above) 1062 5 Number of full time equivalent employees on payroll at end of current period (round to 1244 1 Number M 4 nearest whole number) Number er j 4150 7.394 I M 5 Schedule RI-A--Changes in Rquity Capital Indicate decreases and (oases in parentheses 1 Dollar Amounts in Thouse total equity capital originally reported in the December 31' 1992 Reports of Conditi l .!IM 1483 ail Nil Thau < l , on and Income 2 Equity capital ad)ustments from amended Reports of Income note 3215 1 250 135 1 3 Amended balance end of previous calendar year (sum of items 1 and 2) 3216 g I 2 4 Net income (loss) (must equal Schedule RI item 12) 3217 1,250,135 3 5 Sale conversion aoquiefti on, or retirement of capital stock net 4340 78 566 4 6 Changes incident to business combinations, net 4346 6 4346 0 5 7 LESS Cash dividends declared an preferred stock 4356 0 6 8 LESS Cash dividends declared on common stock 4470 0 7 9 Cumulative effect of changes in accounting principles from prior years* (see instructions for this schedule) 10 11 Corrections of material accounting errors from prior years* (see instructions for this schedule) Change in net unreaVited lop an mork t bl 4412 0 1 10 12 e a e equity securities Foreign currency translatiae adjustments )'/'13 0 11 13 14 Other transactions with pastlmt holding cospW pet included in items 5, 7, or 8 above) I Total i 1 "14 4415 0 0 12 equ ty capital and eB ewrent period (sum of items 3 through 13) (must equal Schedule RC item 28) 13 j 3210 1.308.701 14 Vescribe on Schedule RI E Explanations 5 Legal Title of Bank BANK ONE TEXAS NA Call Date 3/31/93 ST BK 48 1996 FFIEC 031 Address P 0 BOX 225415 Page RI 4 city State Zip DALLAS, TX 75222 5415 FDIC Certificate No 12171417141 Schedule RI-B- Charge-offs and Recoveries and Changes in Allowance for Loan and Lease Losses Part I Charge-offs and Recoveries on Loans and Leases Part I excludes charge offs and recoveries through the allocated transfer risk reserve 1486 < (Col uln A) (Coto n B) Charge offs Recoveries calendar year to date Dollar Amounts in Thousands RIAD Bit Nil Thou RIAD Bit Nil Thou 1 Loans secured by real estate a To U S addressees (domicile) 4651 2 181 4661 883 1 a b To non U S addressees (domicile) 4652 0 4662 0 1 b 2 Loans to depository institutions and acceptances of other banks a To U S banks and other U S depository institutions 4653 0 4663 0 2 a b To foreign banks 4654 0 4664 0 2 b 3 Loans to finance agricultural producti of and other loans to farmers 4655 15 4665 0 3 4 Commercial and industrial loans a To U S addressees (domicile) 464S 1,647 4617 12 222 4 a b To non U s addressees (domicile) 4646 0 4618 0 4 b 5 Loans to individuals for household, family and other personal expenditures a Credit cards and related plans 4656 6 154 4666 344 5 a b Other (includes single payment installment, and all student loans) 4657 8 010 4667 2 566 5 b 6 Loans to foreign governments and official institutions 4643 0 4627 0 6 7 All other loans 4644 0 4628 0 7 8 Lease financing receivables a Of U S addressees (domicile) 4658 0 4668 0 8 a b Of non U S addressees (domicile) 4659 0 4669 0 8 b 9 Total (am of items 1 through 8) 1 4635 18.067 1 4605 16.015 19 Cumulative Cumulative Charge offs Recoveries Jeri 1 1986 Jan 1 1986 Memoranda through through Dollar Amounts in Thousands Dee, 31. 1989 Retort Date To be completed by national banks only RIAD Bit Mil Thou RIAD Bit Mil Thou 1 Charge offs and recoveries of Special Category Loans, as defined for this Call Report by the Comptroller of the Currency I 14784 46 1 M 1 Memorandum items 2 and 3 are to be completed by all banks 2 Loans to finance commercial rest estate, construction and land development activities (not anted by real estate) Included in Schedule RI B part 1, it4% 4 and 7, above 3 Loans secured by real eatets<tn domestic offices (included in Schedule RI B part 1, itemal, sbove) a Construction and lard developent b Secured by farmland c Secured by 1 4 family residential properties (1) Revolving open end Were secured by 1 4 family residential properties and extended under lines of credit (2) All other Loans secured by 1 4 family residential properties d Secured by multifamily (5 or more) residential properties e Secured by nonfarm nonresidential properties (Column A) (Column B) Charge offs Recoveries calendar Year to date RIAD Bit Nit Thou RIAD Bit Mil Thou 5409 1 015 5410 0 3582 0 3583 11 3584 4 3585 0 5411 104 5412 36 5413 2 073 5414 703 3588 0 3589 1 13590 0 1 3591 132 M2 M 3 a M 3 b M 3 c (1) M 3 c (2) M 3 d Mae 6 Legal Title of Bank BANK ONE TEXAS NA Call Date 3/31/93 ST BK 48 1996 FFIEC 031 Address P 0 BOX 225415 Page RI 5 city state Zip DALLAS, TX 75222 5415 FDIC Certificate Na 12171417141 Schedule RI-H--Continued Part II Changes in Allowance for Loan and Lease Losses and in Allocated Transfer Risk Reserve Dollar Amounts in Thousands 1 Balance originally reported in the December 31, 1992, Reports of Condition and Income 2 Recoveries (column A must equal pert I item 9 column B above) 3 LESS Charge offs (column A must equal part 1, item 9, column A above) 4 Provision (column A must equal Schedule R1, Item 4 a, cotu n B must equal Schedule RI item 4 b) 5 Adjustments* (see instructions for this schedule) 6 Balance and of current period (sum of items 1 through 5) (column A must equal Schedule RC, item 4 b colum B mist equal Schedule RC, item 4 U *Describe on Schedule RI E Explanations (Cot" A) Atlowance for Loan and Lease Losses (Colum 8) Allocated Transfer Risk Reserve RIAD Sit Nil Thou RIAD Bit Nil Thou 3124 137 139 3131 0 4605 16 015 3132 0 4635 18 007 3133 0 4230 IS 596) 4243 0 4815 0 3134 0 1 3123 126,551 1 3128 0 Schedule RI-C--Applicable Income Taxes by Taxing Authority Schedule RI C is to be reported with the December Report of Income 1 2 3 4 5 6 1 Federal 4780 N/A 1 2 State and Local 4790 N/A 2 3 Foreign 4 795 N/A 3 4 Total (sun of items 1 through 3) (moat equal sum of Schedule R1, item 9 and it.b) 4770 N/A 4 5 Deferred portion of item 4 1 RIAD 4772 1 N/A 5 7 Legal Title of Bank BANK ONE TEXAS NA Address P 0 BOX 225415 Call Date 3/31/93 ST SK 48 1996 FFIEC 031 City state Zip DALLAS TX 75222 5415 Page xl 6 FDIC Certificate Na 12171417141 Schedule RI-D--Income from International Operations For all banks with foreign offices Edge or Agreement subsidiaries or IBFS where international operations account for more than 10 percent of total rev enues total assets or net income Part I Estimated Income from International Operations 1492 < Year to date Ooller Amounts In Thousands I 1 Interest income and expense booked et RIAD Bit Nit Thou foreign offices Edge and Agreement subsidi aries and IBFS a Interest income booked b Interest expense booked 4837 N/A 1 a c Net interest Income booked at foreign offices Edge and Agreement subsidiaries and IBFS (item i a minus 1 b) 14838 N/A 1 b 2 Adjustments for booking location of international operations 4859 N/A i c a Net interest income attributable to International operations booked at domestic offices b Net inter 4840 est income attributable to domestic business booked at foreign offices c Net bo ki l N/A 2 a 4841 o ng ocation adjustment (item 2 a minus 2 b) N/A 2 b 3 Noninterest income and expense attributable to international operations 48 42 4842 N/A 2 c a Noninterest income attributable to international operations b Provision for loan and lease losses attributable to international operations c Other i 4237 N/A 3 a 4235 non nterest expense attributable to international operations d Net no N/A 3 6 14239 ninterest income (expense) attributable to international operations (item 3 a minus 3 b and 3 c) N/A 3 c 4 Estimated pretax income attributable to international operations before capital allocation adjustment (sun of items 1 c 2 14843 N/A 3 d c and 3 d) 5 Adjustment to pretax income for Internal allocations to operations to reflect the effects of equity capital on overall bank fundin c 46" N/A 4 g osta 6 Estimated pretax income attributable to international adjustment (sun of item 4 and 5) operations after capital elloeatien 4945 'S N/A 5 7 Income taxes attributable to income from international operations as estimated in item 6 8 Estimated 14846 N/A 6 4347 net income attributable to international operations (item 6 minus 7) N/A 7 4341 N/A 18 Memoranda 1 tntracaipany interest insane Included in {tam 1 a above Dollar Amounts in Thousands aIAD giD i -ou 2 Intracompany interest expense included in item 1 b above 848 N/A M 1 1 4 _--~N/A I N 2 Part Ii Supplementary Details on Income from International Operations Required the Dep artments of f of the U S ternati na U 8 National Income d s an Pr oducct Accounts I Dollar Amaatts in Thousa 1 Interest income booked at 11111119 AIAD Bit Nit Thou 2 Interest expense backed at We 4849 N/A 1 3 Noninterest income attributable to international (excluding tats) operations booked at domestic offices 4850 N/A 2 a Gains (losses) and extraordinary items b Fees and other non interest income 5491 N/A 3 a 4 Provision for loan and lease tosses attributable to International operations booked at domestic offices (excluding IBFS) 5492 N/A 3 b 5 Other non interest expense attributable to international (excluding IBFS) operations booked at domestic offices ~ 4852 N/A 4 I J 4853 N/A S 8 _ Legal Title of Bank BANK ONE, TEXAS NA Call Date 3/31/93 ST 8K 48 1996 FFIEC 031 Address P O Box 225415 Page RI 7 City State zip DALLAS, TX 75222 5415 FDIC Certificate No 12171417141 Schedule RI-13--8apla7nations 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 item of other noninterest Income and other noninterest expense in Schedule RI (See instructions for details ) 1495 < 1 All other non interest income (from Schedule RI item 5 f (2)) Report amounts that exceed 10% of Schedule R1, item 5 f (2) a Net gains on other real estate owned 5415 0 1 a b Net gains on sales of loans 5416 0 1 b c Net gains on sales of premises and fixed assets 5417 523 1 c Itemize and describe the three largest other amounts that exceed 10% of Schedule RI. item 5 f (2) d TEXT 4461 CC~fNMATE OWNED LIFE INSURANCE 4461 1,289 1 d e TEXT 4462 OPERATING RECOVERY 4462 410 1 e f I TEXT 4463 1 4463 1 f 2 Other noninterest expense (from Schedule RI Item 7 c) a Amortization expense of intangible assets 4531 3 343 2 a Report amounts that exceed 10% of Schedule RI, item 7 e b Net losses on other real estate owned 5418 0 2 b c Net losses on sales of loans 5419 0 2 c d Net losses on sales of premises and fixed assets 5420 0 2 d itemize and describe the three largest other amounts that exceed 10% of Schedule RI. item 7 c e TEXT 4464 1 D E G P S 4464 17,113 2 e a! oe^rE SSING CHARGES f TEXT 4467 IN! 4467 13,250 2 f e l TEXT 4466 I FDIC ASSESSMENT 4468 8 498 2 g 3 Extraordinary item and other adjustments (from Schedule RI item 11 a) and applicable income tax effect (from Schedule RI, item 11 b) (itemize and describe all extraordinary items and other adjustments) a (1) 1 TEXT 4469 1 4469 3 a (1) (2) Applicable income tax effect I RIM 4486 I 3 a (2) b (1) 1 TEXT 4487 1 4487 3 b (1) (2) Applicable incase tax effect I RIM 4488 I 3 b (2) c (1) 1 TEXT 4489 1 44a9 3 c (1) (2) Applicable income tax affect I RIM 4491 I 3 c (2) 4 Equity capital adjustments from amended Reports of Income (from Schedule RI A item 2) (itemize and describe sit adjustments) a I TEXT 4492 4492 4 a b I TEXT 4493 1 4493 4 b 5 Cumulative effect of chsnoas in accounting principles from prior years (from Schedule RI A. item 9) (1taNRe and describe all changes in accenting principles) a TEXT 4494 4494 5 a b f TEXT 4495 1 4495 5 b 6 Corrections of material accounting errors from prior years (from Schedule RI A, item 10) (itemize and describe ail corrections) a I TEXT 44% 1 4496 6 a b I TEXT 4497 1 1 4497 1 6 b 9 Legal Title of Bank BANK ONE TEXAS NA Call Date 3/31/93 ST 8K 48 1996 FFIEC 031 Address P 0 BOX 225415 Page 0.1 8 City state zip DALLAS, TX 75222 5415 FDIC Certificate No 12171417141 Schedule RI-B--Continued Dollar Amounts in Thousands RIAD Bit Nil Thou 7 Other transactions with parent holding company (from Schedule RI A item 13) (itemize and describe all such transactions) a TEXT 4498 4498 7 a b l TEXT 4499 1 4499 7 b 8 Adjustments to allowance for loan and lease losses (from Schedule Rl B part II item 5) (itemize and describe all adjustments) a TEXT 4521 4521 8 a b I TEXT 4522 I 4522 8 b 9 Other explanations (the space below is provided for the bank to briefly describe at its option, any other significant items affecting the Report of Incase) No comment IXI (RIAD 4769) Other explanations (please type or print clearly) (TEXT 4769) 10 Legal Title of Bank BANK ONE, TEXAS NA Address P 0 BOX 225415 city state zip DALLAS, TX 75222 5415 FDIC Certificate No 12171417141 Call Date 3/31/93 ST SK 48 1996 M EC 031 Page RC 1 Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for March 31, 1993 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 ASSETS 1 Cash and balances due from depository Institutions (from Schedule RC A) a Nminterest bearing balances and currency and coin(1) b Interest bearing bslames(2) 2 Securities (free Schedule RC 8) 3 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of Its Edge and Agreement subsidiaries and in IBFa a Federal funds sold b Securities purchased under agreements to resell 4 Loans and lease financing receivables a Loans and leases, not of unearned income (from schedule RC C) RCFD 2122 8 828,274 b LESS Allowance for loan and lease losses RCFD 3123 126,551 c LESS Allocated transfer risk reserve I RCFD 3128 I 0 d Loans and leases, not of unearnsd income, allowance and reserve (item 4 a minus 4 b and 4 c) 5 Assets held in trading accounts 6 Premises and fixed assets (including capitalised 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 acceptaneas outstanding 10 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 rat hold in trading accounts 0081 1 394 805 1 e 0071 230 945 1 b 0390 6 079 323 2 0276 320 050 3 a 0277 286,986 3 b 4 a 4 b 4 c 2125 8 701 723 4 d 2146 0 5 2145 176 728 6 2150 23 545 7 2130 0 8 2155 39 729 9 2143 50 547 10 2160 417 006 11 2170 17.721.387 1 12 II Legal Title of Bank BANK ONE TEXAS NA Call Date 3/31/93 ST 8K 48 1996 FFIEC 031 Address P O sox 225415 Page RC 2 City State Lip DALLAS TX 75222 5415 FDIC Certificate Na 12171417141 Schedule RC--Continued LIABILITIES 13 Deposits a In domestic offices (sum of totals of columns A and C from Schedule RC E. part I) (1) Noninterest bearing(1) RCON 6631 3 829 800 (2) Interest bearing I RCON 6636 11,371,340 b In foreign offices, Edge and Agreement subsidiaries and IBFS (from Schedule RC E part 11) (1) Noninterest bearing RCFN 6631 0 (2) Interest bearing I RCFN 6636 306,817 14 Federal funds purchased and securities said under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries and in IBFS a Federal funds purchased b Securities said under agreements to repurchase 15 Demand notes issued to the U S Treasury 16 Other borrowed moray 17 Mortgage indebtedness and obligations udder capitalized leases 18 Bank's liability on acceptances executed and outstanding 19 Subordinated notes and debentures 20 Other liabilities (from Schedule RC G) 21 Total liabilities (sum of items 13 through 20) 22 Limited life preferred stock and related surplus EQUITY CAPITAL 23 Perpetual preferred stock and related surplus 24 Common stock 25 Surplus (exclude all surplus related to preferred stock) 26 a Undivided profits and capital reserves b LESS Net unrealized loss on marketable equity securities 27 Cumulative foreign currency translation adjustments 28 Total equity capital (sum of items 23 through 27) 29 Total liabilities limited life preferred stock, and equity capital (sus of items 21 22 and 28) Memioredum To be reported only with the March Report of Condition 1 indicate in the box at the right the ram bar of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 1992 1 • Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm witch submits a report on the bank 2 • Independent audit of the hank's parent holding company conducted in accordance with gorwally accepted auditing standards by a certified) public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting fire (my be required by state chartering authority) RCON 2200 15 201 140 13 a 13 a (1) 13 a (2) RCFN 2200 306 817 13 b 13 b (1) 13 b (2) RCFD 0278 343 230 14 a RCFD 0279 228 273 14 b RCON 2840 41 386 15 RCFD 2850 7 375 16 RCFD 2910 64 17 RCFD 2920 39 710 18 RCFD 3200 0 1 19 RCFD 2930 244 691 20 RCFD 2948 16 412 686 21 RCFD 3282 0 22 RCFD 3838 0 23 RCFD 3230 64 000 24 RCFD 3839 935 699 25 RCFD 3632 309 002 26 a RCFD 0297 0 26 b RCFD 3284 0 27 RCFD 3210 1 308 701 28 I RCFD 3300 17,721.387 1 29 Number i RCFD 6724 2 1 M 1 4 • Directors examination of the bank performed by other external auditors (may be required by state chartering authority) 5 Review of the bank's financial statements by external auditors 6 • Compilation of the bank's financial statements by external auditors 7 = Other audit procedures (excluding tax preparation work) 8 = No external audit work (1) Includes total demand deposits and noninterest bearing time and savings deposits 12 Legal Title of Bank BANK ONE TEXAS NA Call Date 3/31/93 ST OK 48 1996 FFIEC 031 Address PLO BOX 225415 Page RC 3 City State 2(p DALLAS TX 75222 5415 FDIC Certificate No liUVAM-41 Schedule RC-A--Cash and Balances Due From Depository Institutions Exclude assets held in trading accounts 0405 < Dollar Aaaunts in Thousands 1 Cash item 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 Balances 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 to the U S (including their IBFe) 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 (am of items 1 through 4) (total of column A not equal Schedule RC item 1) (Column A) Consolidated Bank (cat" 8) Domestic Offices RCFO Sit Mil Thou RCON Bit Mil Thou 0022 660 263 0020 590 414 0080 269 849 0082 37 221 0083 0 0085 37,221 0070 227,740 0073 225 424 0074 2,316 0090 500,526 0090 500,526 10010 1,625,750 1 0010 1,625,750 I 1 1a 1b 2 2 a 2b 3 3a 3 b 4 5 Memorandum r Dollar Amounts in Thousands RCON Bit Mil Thou i Noninterest bearing balances due from commercial banks in the U 5 (included in item 2 colum 6 above) 1 0050 31,707 I M 1 13 Legal Title of Bank BANK ONE, TEXAS NA Address P 0 BOX 225415 city State Zip DA{.LAS, TX 75222 5415 FDIC Certificate No 12171417141 Schedule RC-B- Securities Exclude assets held in trading accounts u n A) U S Treasury securities U S Government agency and corporation obligations a All holdings of U S Government issued or guaranteed certificates of participation In pools of residential mortgages (1) Issued by FNMA arid FHLMC (2) Guaranteed by GNMA (exclude FNMA and FHLMC, issues) b All other (1) Collateralize4 mortgage obligations issued by FNMA and FHLMC (Include REMICS) (2) All other U S Government sponsored agency obligations(2) (3) All other U S Government 490MY obli gat lons(3) I Securities issued by states and political subdivisions in the U S a General obligations b Revenue obligations c Industrial development and similar obligations other domestic debt securities a All holdings of private (i e , nongoverr ent issued or guaranteed) certificates of participation in pools of residential mortgages b ALL other domestic debt securities (t) Privately issued collateralized mortgage obligations (include REMICs) (2) Ali other 5 Foreign debt securities 6 Equity securities a marketable equityisecurities (1) Investments In mutual funds (2) Other marketable equity securities (3) LESS Net unrealised lame an marketable equity securities b other equity securitip Onctudes Federal Reserve stock) 7 Total (sum of items 1 threudt 6) (total of column A must equal Schedule RC, item 2) 0400 826 826 3760 814 603 3762 516 339 0604 1,315,472 0402 175,661 0408 7,917 5361 1 065,642 5363 1 322,274 3635 3,865 3637 0 3639 0 3641 0 3642 30,724 Call Date 3/31/93 ST BK 48 1996 FFIEC 031 Page RC 6 C410 < (cot" B) I (Column C) 0401 847 737 3761 849 029 3763 546 801 0605 1,326,679 0403 180,011 0409 7 919 5362 / 063 160 5364 1 344,941 3636 3,870 3638 0 3640 0 3643 30,724 0400 826,826 3760 814 603 3762 516 339 3764 1 016,266 3765 256 514 3766 42,692 3767 134,917 3768 40 744 3769 0 0408 7 917 5361 1 065 642 5363 1 322 274 3635 3 865 3637 0 3639 0 3641 0 3642 30,724 2 a (1) 2 a (2) 2 b 2 b (1) 2 b (2) 2 b (3) 3 3 a 3b 3c 4a 4 b (1) 4 b (2) 5 6 a(1) 6 a (2) 6 a (3) 6b (1) See discussion in Glossary entry for 'Isarket value of securities a (2) Includes obligations (other then certificates of participation in pools of residential mortgages, CHOS, and REMICs) issued by the Farm Credit System the federal Now Loan Bank System the Federal Nome Loan Mortgage Corporation the Federal National Mortgage Association the Financing Corporation Resolution Funding Corporation, the Student Loan Marketing Association and the Tennessee Valley Authority (3) Includes Small Business Administration "Guaranteed Loan Pool Certificates " U S Maritime Administration obligations and Export Import Bank iparticipation certificates 14 Legal Title of Bank BANK ONE TEXAS NA Call Date 3/31/93 ST SK 48 1996 FFIEC 031 Address P 0 BOX 225415 Page BC 5 City, state Zip OALGAS, TX 75222 5415 FDIC Certificate No 12171417141 Schedule RC-B--Continued Memoranda Dollar Amounts in Thousands 1 Pledged securities 2 Maturity and repricing data for debt securities(1),(2) (excluding those in nonaccrual status) a Fixed rate debt securities with a remaining maturity of (1) Three months or less (2) Over three months through 12 months (3) Over one year through five years (4) over five years (5) Total fixed rate debt securities (sum of Memorandm Items 2 a (1) through 2 a (4)) b Floating rate debt securities with a repricing frequency of (1) Quarterly or more frequently (2) Annually or more frequently, but lose frequently than quarterly (3) Every five years or more frequently, but lase frequently than annually (4) Less frequently than every five years (5) Total floating rate debt securities (sum of Memorandum Items 2 b (1) through 2 b (4)) c Total debt securities (sum of Memorandum items 2 a (5) and 2 b (5)) (must equal total debt securities from Schedule RC B, sum of (tens 1 through 5 column A, minus nonaccrual debt securities included in Schedule RC N, item 9, columl C) 3 Taxable securities issued by states and political subdivisions In the U S (included in Schedule RC 8 item 3, eolum A, above) 4 Debt securities restructured and in compliance with modified terms (included in Schedule RC 8, item- 3 through 5, column A above) 5 Debt securities held for sale (included in Schedule RC B, [tams 1 through 5 column A above) Floating rate debt securities with a remaining maturity of one year or less (included in Memorandum item 2 b (5) above) Consolidated Bank Book value RCFO Bit Mll Thou 0416 736 934 0343 3 251 0344 92 613 0345 1 864 117 0346 2 397 209 0347 4 357 190 4544 1 570 497 4545 120 912 4551 0 4552 0 4553 1 691 409 0393 6 048 599 0301 954 5365 0 5366 926 214 1 5519 60.490 I M 1 M 2a(1) M 2a(2) M 2a(3) M 2 a (4) M 2a(5) M 2 b (1) M 2b(2) M2b(3) M2b(4) M 2b(5) M 2 c M 3 M4 M 5 M 6 (1) Exclude equity securities, s g investments in mutual funds, Federal Reserve stock common stock and preferred stock (2) Memorandum item 2 is'not applicable to savings banks that must Cosplets supplemental schedule RC J 15 Legal Titte of Bank BANK ONE, TEXAS NA Address P 0 BOX 225415 City State Zip DALLAS TX 75222 5415 FDIC Certificate No 12171417141 Call Date 3/31/93 ST 8K 48 1996 FFIEC 031 Page RC 6 Schedule RC-C--Loans and Lease Financing Receivables Part I Loans and Leases Do not deduct the allowance for loan and lease losses from amounts reported in this schedule Report total loans and leases net of unearned income Exclude assets held in trading accounts (Column A) Consolidated 1 Loans secured by real estate a Construction and land development b Secured by farmland (including farm 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 Linea of credit (2) All other loans secured by 1 4 family residential properties (a) Secured by first tiens (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 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 Instituti one 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 farmers 4 Commercial and industrial loans a To U S addressees (domicile) b To non U S addressees (domicile) 5 Acceptances of other banks a Of U S banks b Of foreign banks 6 Loans to individuals for household family, and other personal expenditures (I e , consumer loam) (includes purchased paper) a Credit cards and related plane (includes check credit and other revolving credit piano) b Other (includes single payment, installment, and all student loam) 7 Loam to foreign governments and official institutions (including foreign central banks) 8 Obligations (other then aeewfties and leases) of states and political subdivisions in the U S (llrludaa nonrated industrial development obligations) a Taxable obligation b Tax exempt obtigaitformi 9 Other loam a Loam for purchasing or carrying securities (secured and unsecured) b All other loans (exclude consumer loam) 10 Leese financing receivables (not of unearned Income) a Of U S addressees (domicile) b Of non U S addressees (domicile) 11 LESS Any unearned Income on loam reflected in items 1 9 above 12 Total Loans and leases net of unearned income (sun of items 1 through 10 minus item 11) (total of column A must equal Schedule RC Item 4 a) 16 1506 0 1507 3 839 1517 5 1513 0 1516 3 808 1590 93 332 1763 1 963 683 1764 3 929 1756 0 1757 0 2008 493,568 2011 2 193,968 2081 0 2033 11 854 2079 8 976 1563 986 382 2182 59 517 2183 0 2123 0 (Column B) Domestic 1415 180 897 1 a 1420 10 218 1 b 1797 545 012 1 c (1) 5367 1 567 569 1 c (2)(a) 5368 148 293 1 c (2)(b) 1460 38 753 1 d 1480 514 671 1 e 1505 3 839 2 a 2 a (1) 2 a (2) 1517 5 2 b 1510 3 808 2 c 2 c (1) 2 c (2) 1590 93 332 3 1763 1 963 683 4 a 1764 3 929 4 b 1756 0 5 a 1757 0 5 b 1975 2 687 536 6 6 a 6 b 2081 0 ( 7 2033 11 854 8 a 2079 8 976 8 b 9 1545 12 731 9 a 1564 973 651 9 b 2165 59 517 10 10 a 10 b 2123 0 11 12 Legal Title of Bank BANK ONE TEXAS NA Address P 0 BOX 225415 City State Zip DAILLAS, TX 75222 5415 FDIC certificate No 1217 4 4 Schedule RC-C--Continued Part I Continued Memoranda Dollar Amounts in Thousands 1 commercial paper included in Schedule RC C, part I above 2 Loans and leases restructured and In compliance with modified terms (included in Schedule RC C part i above) a Loans secured by real estate (1) To U S addressees (domicile) (2) To non U S addressees (domicile) b Loans to finance agricultural production and other loans to farmers c Commercial and industrial loans (1) To U S addressees (domicile) (2) To non U S addressees (domicile) d All other Loans (exclude loans to individuals for household, family and other personal expenditures) e Lease financing receivables (1) Of U S addressees (domicile) (2) Of non U S addressees (domicile) f Total (sun of memorandum items 2 a through 2 a) 3 Maturity and repricing data for loans and leases(1) (excluding those in nonaccrual status) a Fixed rate Loam and leases with a remaining maturity of (1) Three months or less (2) Over three months through 12 months (3) Over one year through five years (4) over five years (5) Total fixed rate leans and leases (sum of Memorandum item 3 a (1) through 3 a (4)) b Floating rate loons with a repricing frequency of (1) Quarterly or'imore frequently Call Date 3/31/93 ST BK 48 1996 MCC 031 Page RC 7 (Column A) (Column 8) Consolidated Domestic Bank Offices RCFD Bit Mil Thou RCON Bit Nil Thou 1496 0 1496 0 1687 0 M 2 a (1) 1689 0 M2a(2) 11613 01 M 2 b 1758 0 1759 0 1615 0 1789 0 1790 0 1616 0 0348 245 244 0349 484 193 0356 2 871,469 0357 941 179 0358 4 542 085 4554 3 607 794 4555 320 282 4561 103,895 4564 217 679 4567 4 249 650 1479 8,791,755 2746 33,570 5369 0 N2c(1) N 2 c (2) M2d M2a(1) M2a(2) M2f N 3 a (1) M3a(2) M3a(3) M3a(4) M3a(5) M3b(1) M 3b(2) M 3b(3) M 3b(4) M 3b(5) (2) Annually or more frequently, but less frequently then quarterly (3) Every five years or more frequently but less frequently than annually (4) Less frequently than every five years (5) Total floating rate loans (sus of Memorandum items 3 b (1) through 3 b (4)) C Total loans and leases (sun of Memorandum item 3 a (5) and 3 b 0)) (must equal the sum of total loan and leases, net, from Schedule RC C, part 1, item 12, plum unmarried inane from Schedule RC C, port I, (Laid 11, minus total nonaccrual loans and leases from Schedule Rc-M, an of iteea 1 through 8, column C) 4 Loans to finance cgmmerclaii real estate, construction, and land development activities (roof secured by real estate) included in Schedule RC C part 1, items 4 grid 9, column A, page RC 6(2) 5 Loans and leases held for sale (included in Schedule RC C, part 1, above) 6 Adjustable rate closed end loan secured by first it" on 1 4 family residential properties (included in Schedule RC C, part 1, item 1 c (2)(a) column 8 page RC 6) Mae M4 M5 RCON Bit Mil Thou M 6 (1) Memoranchn item 3 is not applicable to savings banks that mist complete supplemental Schedule RC (2) Exclude loans secured by rest estate that are included in Schedule RC C part I item 1 Column A 17 legal Title of Bank BANK ONE, TEXAS NA Call Date 3/31/93 ST SK 48 1996 FFIEC 031 Address P o sox 225415 Page RC 8 City State Zip DALLAS, TX 75222 5415 FDIC Certificate Na t2171417141 Schedule RC 0 is to be completed only by banks with 91 billion or more in total assets Schedule RC-D--Assets Held in Trading Accounts in Domestic Offices Only 1 U S Treasury securities 1010 0 1 2 U S Government agency and corporation obligations 1020 0 2 3 securities issued by states and polltical subdivisions in the U S 1025 0 3 4 Other bonds notes and debentures 1045 0 4 5 Certificates of deposit 1026 0 5 6 Conmercnal paper 1027 0 6 7 Banker s acceptances 1028 0 7 8 Other 1029 0 8 9 Total (sue of itere 1 through 8) i 2146 0 1 9 18 Legal Title of Bank B NK ONE TEXAS NA Address P10 BOX 225415 City State Zip DALLAS, TX 75222 5415 FDIC Certificate No 12171417141 Schedule RC-S--Deposit Liabilities Part I Deposits is Domestic Offices Call Date 3/31/93 ST BK 48 1996 FFIEC 031 Page RC 9 I 0425 I < Dollar Amounts in Thousands Deposits of 1 Individuals partnerships and corporations 2 U S Government 3 States and politicallsubdlvislons in the U S 4 Commercial banks in he U S a U S branches and agencies of foreign banks b other commercial banks in the U S 5 Other depository Institutions in the U S 6 Banks in foreign couhtr(es a Foreign branches of other U S banks b other banks in foreign countries 7 Foreign governments and official institutions (including foreign cpntrat banks) B Certified and official checks 9 Total (sun of items I through 8) (sum of colums A and C must'iequel Schedule RC, item 13 a) I Nontransaction I Transaction Accounts I Accounts I 1 (Colon A) I (Column B) I (Columl C) 1 Total transaction I Memo Total I Total 1 1 accounts 0 ncludinol demand deposits 1 nontransaction 1 1 total demand 1 (Included in 1 accounts I 1 deposits) 1 colum A) 1 (including MMOAs) I RCON Bit Mll Thou I RCON Oil MIL Thou I RCON Bit Mil Thou 1 1 2201 5 403 209 1 2240 3 193 947 1 2346 8 978 630 I 1 2202 26 396 1 2280 26 396 1 2520 612 1 1 2203 159,051 1 2290 89,033 1 2530 149,861 1 1 2206 331 771 1 2310 331,771 2347 0 1 2348 9 534 1 1 2207 10,312 1 2312 10,312 1 2349 2,555 1 1 2213 3 402 1 2320 3,402 2367 21 1 2373 416 1 1 2216 190 1 2300 190 1 2377 0 1 2330 125 180 1 2330 125,180 1 2215 6.059.511 1 2210 3.780.231 1 2385 9.141.629 I 1 Selected components of total deposits (i e , sum of item 9 coluam A and C) a Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts b Total brokered deposits c Fully insured brokered deposits (included in Memcranduo item 1 b above) (1) Issued in inat(ons of teas than s100,000 (2) Issued either (n denominations of $100,000 or in dm inations greater than $100,000 and participated out by the broker in shares of $100,000 or less d Total deposits de ommminated in foreign currencies e Preferred deposit# 2 Components of totat nontrerawtion accounts (sum of Memoranda items 2 a through 2 d not equal item 9 colunlC abwe)i a Savings deposits[ (1) Money market deposit socce is (MMOAs) (2) Other sav(ngsldapoafts (awtudes MMDAs) b Total time depoei s of lean then $100,000 c Time cert(ficatesiof depmft of $100,000 or more d Open account time deposits of $100,000 or more 3 All NOW accounts (17tuded in column A above) 1 2 3 4 4 a 4 b 5 6 6 a 6 b 7 8 9 6835 1 255 818 1 M t a 2365 8 700 1 M 1 b 2343 178 1 M 1 c (1) 2344 0 1 M 1 c (2) 3776 01M1d 5590 297 451 1 M 1 a 6810 2 893,528 1 M 2 a (1) 0352 762,293 1 M 2 a (2) 6648 4 198 058 1 M 2 b 6645 1 010,549 1 M 2 c 6646 277 201 1 M 2 d 2398 2.279.280 1 M 3 19 Legal Title of Bank BANK ONE TEXAS NA Call Date 3/31/93 ST SK 48 1996 FFIEC 031 Address P 0 BOX 225415 Page RC 10 City, state zip DALLAS, TX 75222 5415 FDIC Certificate No 121714 4 Schedule RC-B--Continued Part I --Continued Memoranda (continued) Deposit Totals for FDIC Insurance Assessments(1) 4 Total deposits in domestic offices (sun of item 9, column A and item 9 cal unn C) I (must equal Schedule AC, item 13 a) 1 2200 15 201 140 M 4 a Total demand deposits (must squat item 9, column B) 1 2210 3 780,231 M 4 a b Total time and savings deposits(2) (must equal item 9 column A plus item 9 column c minus item 9 column B) 1 2350 11,420,909 1 M 4 b (1) An amended Certified Statement should be submitted to the FDIC of the deposit totals reported in this item are emended after the semiannual Certified Statement originally covering this report date has been filed with the FDIC (2) For FDIC insurance assessment purposes, "total time and savings deposits" consists of nontransection accents and all transaction accounts other than demand deposits 5 Time deposits of less than $100,000 and open account time deposits of $100 000 or more (included in MemorarNAm items 2 b and 2 d above) with a remaining maturity or repricing frequency of (1) a Three months or less b over three months through 12 months (but not over 12 months) 6 Maturity and repricing data for time certificates of deposit of $100 000 or more (1) a Fixed rate time certificates of deposit of $100,000 or more with a remaining maturity of (1) Three months or less (2) Over three months through 12 months (3) Over one yearithrough five years (4) Over five years (5) Total fixed rate time certificates of deposit of $100 000 or more (sus of Memorandum items 6 a (1) through 6 a (4)) b Floating rate time certificates of deposit of $100,000 or more with a repricing frequency of (1) Quarterly or more frequently (2) Annually or more frequently, but less frequently than quarterly (3) Every five years or more frequently, but less frequently than annually (4) Less frequently than every five years (5) Total floating rate time certificates of deposit of $100,000 or more (sum of Memorandum Items 6 b (1) through 6 b (4)) c Total time certificates of dMosit of $100,000 or more (sum of Memorandum items 6 a (5) and 6 b (5)) (must squs4 Namsrandum its 2 c above) 0359 1 331 232 M 5 a 3644 1 925 144 M 5 b 2761 454 499 M 6 a (1) 2762 314,185 M 6 a (2) 2763 148 856 M 6 a (3) 2765 93 009 M 6 a (4) 2767 1,010,549 M 6 a (5) 4568 0 ~M6b(1) 4569 0 M6b(2) 4571 0 M6b(3) 4572 0 M 6 b (4) 4573 0 M 6 b (5) 1 6645 1,010,549.1 M 6 c (1) Memorandum item 5 and 6 are not applicable to savings banks that must complete supplemental Schedule RC J 20 Legal Title of Bank BANK ONE, TEXAS NA Call Date 3/31/93 ST BK 48 1996 FFIEC 031 Address P o Box 225415 Page RC 11 City State zip DALLAS, TX 75222 5415 FDIC Certificate No 14171417141 Schedule RC-E--Continued Part II Deposits in Foreign Offices (including Edge and Agreement subsidiaries and IHFs) Deposits of 1 individuals partnerships, and corporations 2 U S banks (including IBFs and foreign branches of U S banks) 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 Certified and official checks 6 All other deposits 7 Total (sun of items 1 through 6) (must equal Schedule RC, item 13 b) Schedule RC-F--Other Assets Dollar Amounts in Thousands 1 Incame earned not collected on loans 2 Net deferred tax assets(1) 3 Excess residential mortgage servicing fees receivable 4 Other (itemize amounts that exceed 25% of this item) a 1 TEXT 3549 1 COROWTE OWNED LIFE INSURANCE 1 RCFD 3549 1 115 945 b 1 TEXT 3550 1 1 RCFD 3550 1 c I TEXT 3551 1_ 1 RCFD 3551 1 5 Total (sum of items 1 through 4) (must equal Schedule RC, item 11) Memorandum 2621 306 817 1 1 2623 0 2 2625 0 3 2650 0 4 2330 0 1 5 2668 0 6 1 2200 306.817 17 RCFD 2164 53 995 1 1 RCFD 2148 28 276 1 2 RCFD $371 0 1 3 RCFD 2168 334 735 1 4 4 a 4 b 4 c RCFD 2160 417,006 1 5 M 1 tax assets disallowed for regulatory capital purposes Schedule RC-d--Other Liabilities 1 a interest accrued and unpaid an deposits in domestic offices(2) b Other expenses accrued said unpaid (includes accrued income taxes payable) 2 Net deferred tax liabilitiaa(1) 3 Minority interest in cariawkideted subsidiaries 4 other (itemize amounts that exe«d 25% of this item) a I TEXT 3552 1 RCFD 3552 b 1 TEXT 3553 RCFD 3553 c I TEXT 3554 1 _ 1 RCFD 3554 5 Total (sus of item 1 through 4) (mat equal Schedule RC item 20) (1) See discussion of deferred income taxes in Glossary entry on "income taxes ' (2) For savings banks include "dividends" accrued and unpaid on deposits RCON 3645 40 311 1 1 a RCFD 3646 147 861 1 1 b RCFD 3049 0 1 2 RCFD 3000 0 1 3 RCFD 2938 56 519 1 4 4 a 4 b 4 C RCFD 2930 244.691 15 21 Legal Title of Bank BANK ONE TEXAS NA Call Date 3/31/93 ST GK 48 1996 FFIEC 031 Address P 0 BOX 225415 Page RC 12 City, state Zip DALLAS, TX 75222 5415 FDIC Certificate No 12171417141 Schedule RC-H--Selected Balance Sheet Items for Domestic Offices C440 < Dollar Amounts In Thousands RCON Bit Nil Thou 1 Customers, liability to this bank on acceptances outstanding 2155 39 729 1 2 Bank's liability on acceptances executed and outstanding 2920 39 710 2 3 Federal funds sold and securities purchased under agreements to resell 1350 607 036 3 4 Federal funds purchased and securities sold under agreements to repurchase 2800 571 503 4 5 Other borrowed money 2850 7 375 5 EITHER 6 Net due from own foreign offices Edge and Agreement subsidiaries, and IBFS 2163 N/A 6 OR 7 Net due to own foreign offices, Edge and Agreement subsidiaries and IBFS 2941 239 774 7 8 Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries and IBFS) 2192 17 655 649 8 9 Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries and IBFS)I 3129 16,105,869 1 9 Memorandum (to be completed only by banks with IBFS and other "foreign" offices) EITHER 1 Net due from the [BF of the domestic offices of the reporting bank OR 2 Net due to the IBF of the domestic offices of the reporting bank Schedule RC-I--Selected Assets and Liabilities of IBFs To be completed only by banks with IBFS and other "foreign" offices 3051 N/A M 1 3059 N/A I M 2 C445 I < 1 Total IBF assets of the consolidated bank (component of Schedule RC item 12) 2 Total IBF loans and lease financing receivables (component of Schedule RC C part I item 12 column A) 3 IBF commercial and industrial loans (component of Schedule RC C, part 1 item 4 colum A) 4 Total IBF liabilities (component of Schedule RC, item 21) 5 IBF deposit liabilities due to banks, including other We (component of Schedule RC E part 11 items 2 and 3) 6 Other IBF deposit liabilities (componant of Schedule RC E part It items 1 4 5 and 6) RCFN Bit Nil Thou 2133 N/A 1 2076 N/A 2 2077 N/A 3 2898 N/A 4 2379 N/A 5 12381 N/A 1 6 22 Legal Title of Bank BANK ONE, TEXAS NA Call Date 3/31/93 ST SK 48 1996 FFIEC 031 Address P 0 BOX 225415 City State zip DALLAS, TX 75222 5415 Page RC 13 FDIC Certificate No 12171417141 Schedule RC-K--Quarterly Averages (1) Doltar Amounts in Thousands C455 Bit Nil Thou < ASSETS 1 Interest bearing balances due from depository institutions RCFD 3381 491 255 1 2 U S Treasury securities and U S Government agency and corporation obligations RCFD 3382 2 741 113 2 3 Securities issued by states and political subdivisions in the U S RCFD 3383 160 385 3 4 a Other debt securities RCFD 3647 3 341 369 4 a b Equity securities (includes investments in mutual funds and Federal Reserve stock) RCFD 3648 30 364 4 b 5 Federal funds said and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries and in IBFs RCFD 3365 92 038 5 6 Loans a Loans in domestic offices (1) Total Loans RCON 3360 8 750 194 6 a (1) (2) Loans secured by real estate RCON 3385 3 041,557 6 a (2) (3) Loans to finance agricultural production and other loans to farmers RCON 3386 89 068 6 a (3) (4) Commercial and industrial loans RCON 3387 2 310 575 6 a (4) (5) Loans to individuate for household, family, and other personal expenditures RCON 3388 2 648,752 6 a (5) (6) Obligations (other than securities and leases) of states and political subdivisions in the U S RCON 3389 26 710 6 a (6) b Total loans in foreign offices Edge and Agreement subsidiaries, and IBFs RCFN 3360 16 6 b 7 Assets held in trading accents RCFD 3401 502 7 8 Lease financing receivables (net of unearned income) RCFD 3484 54 231 8 9 Total assets RCFD 3368 17,481,661 9 LIABILITIES 10 Interest bearing transaction accents in domestic offices (NON accents, ATS accounts and telephone and preauthorised transfer accounts) (exclude distend deposits) RCON 3485 2 297 034 10 11 Nontransaction accounts in domestic offices a Money market deposit accents (MMDAS) RCON 3486 2 944 353 11 a b Other savings deposits RCON 3487 695 119 11 b c Time certificates of deposit of $100 000 or more RCON 3345 1 044 593 11 c d All other time deposits RCON 3469 4 733 620 11 d 12 Interest bearing deposits in foreign offices, Edge and Agreement subsidiaries and IBFs RCFN 3404 217 512 12 13 Federal funds purchased and securities said under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs RCFD 3353 554 267 13 14 Other borrowed money I RCFD 3355 12.774 1 14 (1) For all its= banks have the option of reporting either (1) an average of daily figures for the quarter or (2) an average of weekly figures (i a , the Wednesday of each week of the quarter) 23 Legal Title of Bank BANK ONE TEXAS NA Call Date 3/31/93 ST SK 48 1996 FFIEC 031 Address P 0 BOX 225415 Page RC 14 City state Zip DALLAS TX 75222 5415 FDIC Certificate No 12171417141 Schedule RC-L--Off-Balance Sheet Items Please read carefully the instructions for the preparation of Schedule RC L Some of the amounts reported in schedule RC L are regarded as volume indicators and not necessarily as measures of risk 1 Unused commitments a Revolving open end lines secured by 1 4 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 rest estate d Securities underwriting e Other unused commitments 2 Financ tat standby letters of credit and foreign office guarantees a Amount of financial standby letters of credit conveyed to others I RCFD 3820 1 3 Performance standby letters of credit and foreign office guarantees a Amnion of performance standby letters of credit conveyed to others I RCFO 3822 1 4 Commercial and similar letters of credit 5 Participations in acceptances (as described In the instructions) conveyed to others by the reporting bank 6 Participations in acceptances (as described in the instructions) acquired by the reporting (nonaccepting) bank 7 Securities borrowed 8 Securities lent (including customers' securities tent where the customer is indemnified against loss by the reporting bank) 9 Mortgages transferred e , sold or swapped) with recourse that have been treated as sold for Call Report purposes s FNMA and FNLMC residential mortgage loan pools (1) Outstanding principal balance of mortgages transferred as of the report date (2) Amount of recourse exposure on these mortgages as of the report date b Private (nongovernment issued or guaranteed) residential mortgage loan pools (1) outstanding pri ncipst balance of mortgages transferred as of the report date (2) Amount of recourse exposure an these mortgages as of the report date c Farmer Mac agricultural mortgage loan pools (1) outstanding principal balance of mortgages transferred as of the report date (2) Amount of recourse exposure on these mortgages as of the report date 10 When issued securities a Gross commitments to purchase It Gross commitments to sell 11 Interest rate contracts (exclude when Issued securities) a Notional value of interest rate swaps b Futures and forward coritrasts c option contracts (e g n options on Treasuries) (1) written option cant rsap (2) Purchased option contracts 12 Foreign exchange rate contracts a Notional value of exchange swaps (a g cross currency swaps) b Commitments to purchase foreign currencies and U S dollar exchange (spot forward and futures) c option contracts (a g options on foreign currency) (1) Written option contracts (2) Purchased opts on contracts 3814 397 587 1 1 a 3815 1 295 596 1 1 b 3816 206 866 I 1 c (1) 6550 27 826 1 1 c (2) 3817 0 1 1 d 3618 2 795 674 1 1 e 3819 126 361 1 2 2 a 3821 154 365 1 3 3 a 3411 46 128 1 4 3428 0 1 5 3429 0 1 6 3432 0 1 7 3433 227 235 1 8 j 3650 0 1 9 a (1) 3651 0 1 9 a (2) 3652 0 9 It (1) 3653 0 1 9 b (2) 1 3654 0 1 9 c (1) 1 3655 0 1 9 c (2) 1 3434 0 1 10 a 13435 0110b 1 3450 7 657 043 1 11 a 1 3823 0 1 11 b 1 3824 0 1 11 c (1) 1 3825 575 000 1 11 c (2) 13826 0112a 1 3415 18 394 1 12 b 3827 0 12 c (1) 1 3828 0 12 c (2) 24 Legal Title of Bank BANK ONE TEXAS NA Call Date 3/31/93 ST GK 48 1996 FFIEC 031 Address P 0 BOX 225415 City state zip DALLAS, TX 75222 5415 Page at 15 fOIC Certificate No 12171417141 Schedule RC-L--Continued C461 < 13 Contracts on other commodities and equities a Notional value of other swaps (e 9 , oil swaps) b Futures and forward contracts (e 9 stock index and commodity precious metals wheat cotton livestock contracts) c Option contracts (e 9 options on commodities individual stocks and stock indexes) (1) written option contracts (2) Purchased option contracts 14 All other off balance sheet liabilities (itemise and describe each component of this item over 25% of Schedule RC, item 28, "Total equity capital") a TEXT 3555 RCFD 3555 b I TEXT 3556 RCFD 3556 c I TEXT 3557 1 RCFD 3557 d I TEXT 3558 1 I RCFD 3558 1 15 All other off balance sheet assets (itemise and describe each component of this item over 25% of Schedule RC item 28 "Total equity capital") a TEXT 5592 RCFD 5592 b TEXT 5593 RCFD 5593 c l TE%T 5594 I RCFD 5594 d l TEXT 5595 I r 1 RCFD 5595 1 memoranda 1 Loans originated by the reporting bank that have been sold or participated to others during the calendar quarter ending with the report date (exclude the portions of such loans retained by the reporting bank, see instructions for other exclusions) 2 Loans purchased by the reporting bank during the calendar quarter ending with the report date (see instructions for exclusions) 3 Unused commitments with an original maturity exceeding one year that are reported in Schedule RC L, item 1 a through 1 a, above (report only the Unused portions of commitments that are fee paid or otherwise legally binding) a Participations in comitments with an original maturity exceeding one year conyreyad to others RCFD 3834 1 78.265 4 To be completed only by baNls with B/ billion or more in total assets Standby letters of credit od foreign office guarantees (both financial and performance) issued to non U S addressees (dsNcits) included in Schedule RC L items 2 and 3 above 5 To be completed for jthe septsabsr report only[ Installment loans to individuals for household, family, and other personal expenditures that have been securitited and said without recourse (with servicing retained) amounts outstanding by type of loan a loans to purchase private passenger automobiles b Credit cards and related plans c All other consumer installment credit (including mobile home loans) 3829 0 13 a 3830 0 13 b 3831 0 13 c (1) 3832 0 13 c (2) 3430 0 14 14 a 14 b 14 c 14 d 5591 0 15 15 b 15 c 15 d RCFD Bit Mil Thou 3431 18 939 M 1 3488 77 344 M 2 3833 2 609,624 M 3 M 3 a 3377 3 637 N 4 2741 N/A M 5 a 2742 N/A M 5 b 2743 k/A I M 5 c 25 Legal Title of Bank BANK ONE TEXAS NA Call Date 3/31/93 ST BK 48 1996 FFIEC 031 Address P 0 BOX 225415 Pa ge RC 16 City state zip DALLAS, TX 75222 5415 FDIC Certificate No 12171417141 Schedule RC-M--Memranda 0465 I e Dollar Amounts in Thousands I RCFD Bit Mil Thou 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 1 6164 579 I 1 a b Number of executive officers directors, and principal shareholders to whom the amount of sit 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 Nurber of total capital as defined for this purpose in agency regulations J RCFD 6165 1 0 1 b 2 Federal funds sold and securities purchased under agreements to resell with U S branches and agencies of foreign banks(1) (included In Schedule RC items 3 a and 3 b) 1 3405 0 1 2 3 Not applicable 4 Outstanding principal balance of 1 4 family residential mortgage loans serviced for others (include both retained servicing and purchased servicing) a Mortgages serviced under a ONMA contract 1 5500 0 1 4 a b Mortgages serviced under a FNLMC contract (1) Serviced with recourse to servicer 1 5501 0 1 4 b (1) (2) Serviced without recourse to servicer 1 5502 0 1 4 b (2) c mortgages serviced under a FNMA contract (1) Serviced under a regular option contract 1 5503 0 1 4 c (1) (2) Serviced under a special option contract 1 5504 0 1 4 c (2) d Mortgages serviced under other servicing contracts 1 5505 0 1 4 d 5 To be completed only by banks with $1 billion or more in total assets Customers' liability to this bank on acceptances outstanding (sum of items 5 a and 5 b not equal Schedule RC, item 9) a U S addressees (domicile) 1 2103 33 457 1 5 a b Non U S addressees (domicile) 1 2104 6 272 1 5 b 6 Intangible assets a Mortgage servicing rights 1 3164 0 1 6 a b Other identifiable intangible assets (1) Purchased credit card relationships 1 5506 12 721 1 6 b (1) (2) ALI other identifiable intangible assets 1 5507 28 $16 1 6 b (2) c Goodwill 1 3163 9 310 1 6 c d Total (sun of item 6 a through 6 c) (must equal Schedule RC, item 10) 1 2143 50 547 1 6 d e Intangible assets that have been grandfathered for regulatory capital purposes J 6442 0 1 6 e 7 Does your bank have any mandatory convertible debt that is part of your primary or secondary YES NO capital? 1 6167 1///I X 17 If yes complete Items 7 a through 7 e I RCFD Bit Mil Thou a Total equity contract notes, gross 1 3290 N/A 17 a b Cocoon or perpetual preforrid stock dedicated to redeem the above notes 1 3291 N/A 17 b c Total equity commitment otM, gross 1 3293 N/A 17 c It Common or perpetual preferred stock dedicated to redeem the above notes 1 3294 N/A 17 d e Total (item 7 a minus 7 b plus 7 e minus 7 d) 1 3295 N/A 1 7 e (1, Do not report federal fads sold and securities purchased under agreements to resell with other commercial banks in the U S in this item 26 Legal Title of Bank BANK ONE TEXAS NA Call Date 3/31/93 ST BK 48 1996 FFIEC 031 Address P O BOX 225415 Page RC 17 City state zip DALLAS TX 75222 5415 FDIC Certificate No 12171417141 Schedule RC-M--Continued Dollar Amounts to Thousands 8 a other real estate owned (1) Direct and indirect investments in real estate ventures (2) All other real estate owned (a) Construction and land development in domestic offices (b) Farmland in domestic offices (C) 1 4 family residential properties in domestic offices (d) Multifamily (5 or more) residential properties in domestic offices (e) Nonfarm nonresidential properties in domestic offices (f) In foreign offices (3) Total (sum of item 8 a (1) and 8 a (2)) (must equal Schedule RC item 7) b Investments in unconsolidated subsidiaries and associated companies (1) Direct and indirect investments in real estate ventures (2) All other investments in unconsolidated subsidiaries and associated companies (3) Total (sum of item 8 b (1) and 8 b (2)) (mutt ague( Schedule RC, item 8) C Total assets of unconsolidated subsidiaries and associated companies 9 Noncumulative perpetual preferred stock and related surplus included in Schedule RC, item 23, "Perpetual preferred stock and related surplus" erbank holdings of capital instruments (to be completed for the December report only) Reciprocal holdings of banking organizations' capital instruments Nonreciprocat holdings of banking organizationsf capital instruments Sit Mil Thou RCFD 5372 0 8 a (1) RCON 5508 142 8 a (2)(a) RCON $509 0 8 a (2)(b) RCON 5510 20,198 8 a (2)(c) RCON 5511 0 8 a (2)(d) RCON 5512 3 205 8 a (2)(e) RCFN 5513 0 8 a (2)(f) RCFD 2150 23,545 8 a (3) RCFD 5374 0 8 b (1) RCFD 5375 0 8 b (2) RCFD 2130 0 8 b (3) RCFD 5376 0 8 C RCFD 3778 0 1 9 RCFD Bit Mil Thou 3836 N/A M t a 1 3837 N/A I M i b 27 Legal Title of Bank BANK ONE, TEXAS NA Address P D sox 225415 City, state zip DALLAS TX 75222 5415 FDIC Certificate No 12171417141 Call Date 3/31/93 ST BK 48 1996 FFIEC 031 Page RC 18 Schedule RC-N--Past Due and Nonaccrual Loans, Leases, and Other Assets The FFIEC regards the information reported in all of Memorandum item 1 in (teas 1 through 10 column A, and in Memorandum Item 2 and 3, column A as confidential Doper Amounts In Thousands 1 Loans secured by real estate a To U S addrosseisi(domici le) b To non U S addressees (domicile) 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) 5 Loans to individuals for household, family and other personal expenditures a Credit cards and related plans b Other (ineludea single payment, installment and all student loans) 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) C470 < (Column A) Past due 30 through 89 days and still accruing (Column B) Past due 90 days or more and still accruing (Column C) Nonccerual RCFD Bit Nil Thou RCFD Bit Nil Thou RCFD Bit Nil Thou 1245 1246 7 700 1247 23 863 1248 1249 0 1250 0 5377 i 5378 0 5379 0 5380 53a1 0 5382 0 1594 j 1597 3 1583 0 1251 1252 1 868 1253 6 473 1254 1255 0 1256 0 5383 5384 7 630 5385 0 5386 5387 4,277 5388 1,699 5389 5390 0 5391 0 5459 5460 0 5461 502 1257 1258 O 11259 4 002 1271 1272 0 1791 0 13505 ' 3506 0 1 3507 0 1 1a 1b 2a 2b 3 4 a 4 b 5a 5 b 6 7 8 a 8 b 9 assss¢ssacsscsssssssssasssesssessssaosasaasssssaaasasasesasssssssssessassssessasssessssssss=W....esseassssa......assss......es...... Amounts reported in items 1 through 8 above include guaranteed and unquarenteed 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 item 1 through 8 10 Loans and leases reported in Items 1 through 8 RCFD Bit Nil Thou RCFD Bit Nil Thou RCFD Bit Nil Thou above which are wholly or partially guaranteed by the U S Government 5612 , 5613 1 629 5614 872 10 a Guaranteed portion of loam and leases included in item 10 above 1 5615 15616 1.629 1 5617 735 1 10 a 28 Legal Title of Bank BANK ONE TEXAS NA Call Date 3/31193 $T SK 48 1996 FFIEC 011 Address P 0 BOX 225415 city state Zip DALLAS, TX 75222 5415 Page RC 19 FDIC Certificate No 12171417141 Schedule RC-N--Continued Memoranda 1 Restructured loans and leases included in Schedule RC N items 1 through 8, above 2 Loans to finance commercial rest estate construction and land development activities (not secured by real estate) included in Schedule RC N items 4 and 7 above 3 Loans secured by real estate in domestic offices (included in Schedule RC N item 1 above) a Construction and land development b Secured by farmland 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) ALL other loans secured by 1 4 family residential properties d Secured by multifamily (5 or more) residential properties e Secured by nonfarm nonresidential properties 1658 1659 2759 3493 5396 5401 3499 2769 0 3494 0 5399 598 5402 5 166 5500 184 11661 3492 10 3495 264 5400 2 463 5403 15 552 3501 390 M 1 M2 Schedule RC-O--Other Data for Deposit Insurance Assessments An amended Certified Statement should be submitted to the FDIC if the amounts reported in items 1 through 9 of this schedule are amended after the semiannual Certified Statement originally covering this report date has been filed with the FDIC 1 Unposted debits (sae instructions) a Actual amount of all Uposted debits OR b Separate amount of unposted debits (1) Actual amount of unposted debits to claim nd deposits (2) Actual amount of unposted debits to time and savings deposits(1) 2 unposted credits (sae instructions) a Actual amount of all unposted credits OR b Separate anent of unposted credits (1) Actual amount of trposted credits to demand deposits (2) Actual anent of unposted credits to time and savings deposits(1) 3 uninvested trust finds (cash) held in banks own trust department (not included in total deposits in domestic offioes) 4 Deposits of consoltdsted subaidiaries in 1 1 tic offices and in insured branches In Puerto Rico and U S territeeiss and possessions (not included In total deposits) a Demand deposits of corselidoted subsidiaries b Time and savings deposits(1) of consolidetd 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 savings 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) M 3 a M 3 b M 3 c (1) M 3c(2) M 3 d M3a 0030 0 0031 N/A 0032 N/A 3510 0 3512 N/A 3514 N/A 3520 3 736 2211 39 2351 0 5514 0 2229 0 2387 0 a 1 b (1) 1 b (2) 2a 2 b (1) 2 b (2) 3 4 a 4 b 4 c 5 a 5 b 5 c (1) For FDIC insurance assessment purposes time and savings deposits consists of nontransaction accounts and all transaction accounts other than demand deposits 29 Legal Title of Bank BANK ONE TEXAS NA Call Date 3/31/93 ST aK 48 1996 FFIEC 031 Address P 0 BOX 225415 City state Zip DALLAS TX 75222 5415 vage AC 20 FDIC Certificate No 12171417141 Schedule RC-0--Continued Dallar Amounts in Thousands I_RCON_ Bit Mil Thou I Item 6 is not applicable to state nonmember banks that have not been authorized by the federal Reserve to act as pass through correspondents 6 Reserve balances actually passed through to the federal Reserve by the reporting bank on behalf of its respondent depository institutions that are also reflected as deposit liabilities of the reporting bank a Amount reflected in demand deposits (included in Schedule RC E, Part I Memorandum item 4 a) 2314 0 6 a b Amount reflected in time and savings deposits(1) (included in Schedule RC E Part I Memorarwkan item 4 b) 2315 0 6 b 7 Unamortized premium and discounts on time and savings deposits (1) a Unamortized premium 5516 43 794 7 a b unamortized discounts 1 5517 0 1 7 b 18 To be completed by banks with e0skar deposits " Total "Adjusted Attributable Deposits" of all institutions acquired under Section 5(d)(3) of I the Federal Deposit Insurance Act (from most recent FDIC Oskar Transaction worksheet(s)) 1 5518 4,054,623 1 8 I 9 Deposits in lifeline accounts 1 5596 1 9 (1) For FDIC insurance assessment purposes "time and savings deposits- consists of nontransaction accounts and all transaction accents other then demand deposits Memoranda (to be completed each quarter except as noted) Doper Aments in Thousands RCON Bit Mil Thou 1 Total deposits in domestic offices of the bank (sum of Memorandum item 1 a (1) and 1 b (1) must equal Schedule RC item 13 a) a Deposit accounts of $100,000 or less (1) Amount of deposit accounts of $100 000 or less 2702 10 596 013 M 1 a (1) (2) Number of deposit accounts of $100 000 or less (to be Number completed for the June report only) RCON 3779 1 N/A M 1 a (2) b Deposit accounts of more than $100 000 (1) Amount of deposit accounts of more than $100,000 Number 2710 4 605 127 M 1 b (1) (2) Number of deposit accents of more than $100,000 1 RCON 2722 1 14,200 M 1 b (2) 2 Estnmatad amount of um nsured deposits in domestic offices of the bank a An estimate of your bank's uninsured deposits can be determined by multiplying the number of deposit accounts of more than $100,000 reported in Memorandum item 1 b (2) above by $100 000 and s(btracting the result from the anent of deposit accents of more than $100 000 reported In Memorandum item 1 b (1) above Indicate in the appropriate box at the right whether your bank has a method or procedure for determining a better estimate of uninsured deposits than the estimate described YES NO above 6861 I///i X M 2 a b If the box marked YES has been checked, report the estimate of uninsured deposits RCON Bit Mil Thou determined by using your bank's method or procedure 1 5597 N/A I M 2 b Person to wham questions about the Reports of Condition and Income should be directed C477 < DENISE WEST, BANKING OFFICER (214) 290 7413 Nana and Title (TEXT 8901) Area code and phone number (TEXT 8902) 30 Legal Title of Bank BANK ONE TEXAS NA Call Date 3/31/93 ST BK 48 1996 FFIEC 031 Address P 0 BOX 225415 City State Zip DALLAS, TX 75222 5415 Page RC 21 FDIC Certificate No 12171417141 Schedule RC-R--Risk-Based Capital This schedule must be completed by ell banks as follows Banks that reported total assets of $1 billion or more in Schedule RC item 12 for June 30 1992, must complete items 2 through 9 and Memorandum item 1 Banks with assets of less than $1 billion must complete items 1 through 3 below or Schedule RC R in its entirety depending on their response to item 1 below Test for determining the extent to which Schedule RC R must be completed To be completed only by banks with total assets of leas than $1 billion indicate in the appropriate C480 < box at the right whether the bank has total capital greater than or equal to eight percent YES NO of ad)usted total assets I RCFD 6056 1 1////1 1 1 For purposes of this test adjusted total assets equals total assets less cash U S Treasuries U S Government agency obligations and 80 percent of U S Goverment sponsored agency obligations plus the allowance for loan and lease losses and selected off balance sheet items as reported on Schedule RC L (see instructions) If the box marked YES has been checked then the bank only has to complete items 2 and 3 below If the box marked NO has been checked the bank must complete the reminder of this schedule A NO response to item 1 does not necessarily mean that the bank's actual risk based capital ratio is less than eight percent or that the bank is not in compliance with the risk based capital guidelines Items 2 and 3 are to be completed by all banks 2 Subordinated debt(1) and other limited life capital instruments (original weighted average maturity of at least five years) with a remaining matu rity of a One year or less 3780 0 b Over one year through two years 3781 0 c over two years through three years 3782 0 d over three years through four years 3783 0 e over four years through five years 3764 0 f Over five years 13785 0 3 Total qua lifying capital (i a , Tier 1 and Tier 2 capital) allowable under the risk based capital guidelines Items 4 9 and Memorandum item 1 are to be coaplated by banks that answered NO to item 1 above and by banks with totat assets of $1 billion or more 4 Assets and credit squivelasts sasnts of off belance sheet items assigned to the Zero percent risk eatep"t a Assets recorded an the batastee sheet (1) Securities issued by, other claims on, and claims unconditionally guaranteed by the U S Gowr(wnt and its agencies and other OECD central governments (2) All other In Credit equivalent amount of off balance sheet (term (Column A) I (Column B) Subordinated DebtM 1 Other and Intermediate Limited Term Preferred Life Capital 3786 0 2 a 3787 0 2 b 3788 0 2 c 3789 0 2 d 3790 0 2 e 3791 0 12 f RCFD Bit Mil Thou 1 3792 1,362.336 13 (Column A) (Column B) Assets Credit Equiv Recorded slant Anoint on the of off Balance Balance Sheet Sheet Items(2) RCFD Bit Mil Thou RCFD Bit Mil Thou 3794 1 887 271 3795 269,849 1 37% 0 1 (1) Exclude mandatory convertible debt reported in Schedule RC M item 7 e -Total m (2) Do not report in column B the risk weighted amount of assets reported in column A 4 a (1) 4 a (2) 4 b 31 legal Title of Bank BANK ONE TEXAS NA Call Date 3/31/93 ST 8K 48 1996 FFIEC 031 Address P 0 BOX 225415 City State Zip DALLAS TX 75222 5415 Page RC 22 FDIC Certificate No 12171417141 Schedule RC-R--Continued (Cot" A) (Column 8) Assets Credit Equiv Recorded alent Amount on the of Off Balance I 5 Assets and credit equivalent amounts of off balance sheet items assigned to the 20 percent risk category a Assets recorded on the balance sheet (1) Claims conditionally guaranteed by the U S Government and its agencies and other OECD central governments (2) Claims collateralized by securities issued by the U S govern ment and its agencies and other OECD central governments, by securities issued by U 5 Government sponsored agencies, and by cash on deposit (3) All other b Credit equivalent amount of off balance sheet items 6 Assets and credit equivalent amounts of off balance sheet items assigned to the 50 percent risk category a Assets recorded on the balance sheet b Credit equivalent amount of off balance sheet items 7 Assets and credit equivalent amounts of off balance sheet items assigned to the 10d percent risk category a Assets recorded on the balance sheet b Credit equivalent amont of off balance sheet item 8 On balance sheet values (or portions thereof) of interest rate foreign exchange rate, and c, Wity contracts which have a capital assessment for their off balance sheet exposure under the risk based capital guidelines and those contracts (e g , futures contracts) excluded from the calculation of the risk based capital ratio (exclude margin accounts and accrued receivables from this (tam) 9 Total assets recorded on the balance sheet (sum of item 4 a 5 a 6 e, 7 a and 8 velum ~A)(must equal Schedule RC item 12 plus item 4 b and 4 c plus Schedule RC 8, item 6 a (3), column A) 3798 539 389 3799 91 267 3800 3,762 356 3802 2 667,892 3804 8,629,914 3806 0 (Column A) Notional Principal Memorandum Notional principal j value and replacement cost of interest rate and foreign exchange rats contracts ((n column B, report only those contracts with a positive replaeemant cost): a Interest rate contracts (exclude futures contracts) (1) with a remaining maturity of onm year or less (2) with a remaining maturity of over one year b Foreign exchange rate contracts (exclude contracts with an original maturity of 14 days or less and futures contracts) (1) With a remaining maturity of one year or less (2) with a remaining maturity of over one year 3809 936 226 3810 7 245 817 3812 17 121 (1) Do not report in column 8 the risk weighted amount of assets reported in column A 3801 536,779 3803 16 217 3805 1 378 364 (Column B) Replacement cost 3808 148 110 3811 6 677 5 a (1) 5 a (2) 5 a (3) 5 b 6a 6 b 7a 7b 8 9 M 1 a M 1 a (1) M 1 a (2) M 1 b M 1 b (1) M 1 b (2) 32 Legal Title of Bank BANK ONE TEXAS NA Call Date 3/31/93 ST SK 48 1996 FFIEC 03 Address P 0 BOX 225415 Page RC 13 City State Zip DALLAS TX 75222 5415 FDIC Certificate No 2 7 4 7 4 Opt oaal Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income at close of business on March 31 1993 BANK ONE. TEXAS NA Legal. Title of Bank DALLAS Texas City State The management of the reporting bank may if it wishes sub mit 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 Incase in re spores to any request for individual bank report data How ever the information reported in column A and in all of Memorandum item 1 of Schedule RC N is regarded as confidential and will not be released to the public BANKS CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS REFERENCES TO THE AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC N OR ANY OTHER INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOMERS Banks choosing not to make a statement may check the "No comment" box below and should make no entries of any kind in the space provided for the narrative statement, i e DO NOT enter in this space such phrases as "No statement," "Not applicable," "N/A," "No comment " and "None ' The optional statement must be entered on this sheet The statement should not exceed 100 words Further regardless of the number of words the statement mist not exceed 750 characters including punctuation indentation and standard spacing between words and sentences If any submission should exceed 750 characters, as defined it will be truncated at 750 characters with no notice to the submitting bank and the truncated statement will appear as the bank s statement both on agency computerized records and in computer file releases to the public All information furnished by the bank in the narrative state ment must be accurate and not misleading Appropriate of forts shall be taken by the submitting bank to ensure the statement s accuracy The statement must be signed in the space provided below by a senior officer of the bank who thereby attests to its accuracy If subsequent to the original submission material changes are submitted for the data reported in the Reports of Condi tion 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 ap propriate to the amended data The optional narrative statement Will appear in agency records and in release to the public exactly as submitted (or amended as described in the preceding paragraph) by the management of the bank (except for the truncation of state ments exceeding the 750 character limit described above) THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED THEREIN A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE REPORTING BANK No comment JXI (RCON 6979) 1 0471 1 C472 I< BANK MANAGEMENT STATEMENT (please type or print clearly) (TEXT 6980) 33 Legal Title of Bank BANK ONE TEXAS NA Call Date 3131/93 ST BK 48 1996 Address P 0 BOX 225415 City state zip DALLAS TX 75222 5415 FDIC Certificate No IZ171417141 -ALL i_, T ,'1. "1 1 THIS PAGE IS TO BE COMPLETED BY ALL BANKS ONS No For OCC 1557 0081 1 i - OMB No For FDIC 3064 0052 OMB No For Federal Reserve 7100 0036 { 4 - Expiration Date 2/28/95 .1L ' j' _ T I., SPECIAL REPORT 'c ' 1 '-c4 - G (Dollar Amounts in Thousands) CLOSE OF BUSINESS I FDIC CERTIFICATE NUMBER I I DATE I I C 700 1 < LOANS TO EXECUTIVE OFFICERS (Calplete as of each Call Report Dote) The following informstion 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 sit low or other extensioro of credit to their executive officers made since the date of the previous Report of Condition Data regarding individual low or other extensive of credit are not required If no such low or other extensions of credit were made during the period insert -Inones against subitem (a) (Exclude the first $5,000 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 Regulative (Federal Reserve Board Regulation 0) for the definitive of -,executive officer" and "extension of credit a respectively Exclude low and other extensions of credit to directors and pri n9ipsl shareholders who are not executive officers a Number of loans made to executive officers since the previous Call Report date I RCFD 3561 1 0 a b Total dollar amount of above loans (in thousands of dollars) 1 RCFD 3562 1 0 b c Range of interest charged on above low (example 9 3/4% - 9 75) 1 RCFD 7701 1 0 00 1 X to I RCFO 7702 1 0 00 1 X C SIGNATURE AND TITLE OF FFIM MR TPORT I DATE (Month, Day, Year) NAME TITLE OF PER~PK TO WN 1 S MAY BE OlRlCTED (T T 8903) I AREA CODE/PHONE NUMBER (TEXT 8904) DENISE WEST BANKING OFFICER 1 (214) 290 7413 FDIC 8040/53 (12 92) 34 I O 7 0 C 0 J U O O M b N I 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 .y .i b N n m m 0 0 0 0 0 0 0 N .+In In m d M N I mmmnd~•Fm0 OOOOOmnmO1N ti W d 0 I mNm.ymH I N NmMMmm rl r-inm ~'I (9 n7 I ~-ImmOim IO NNmmNtiMOmd' N I O O I N d'm NN ~-iNtimV~ b[ d I of F I a a I O I N '0 I Ati 11nNNNmNeM ey NIONNNNNNNNNNbNNNNNNIn NLLi 'Im'+OtititiOMM.y Nln lnNNONOIm W 41 100-I ~-I '100'INI(I rIW'1N rl'Ir'I~"~~"I'1'I rlm rl rvl rl ~-Irl'1m.-1m O0i 0.1m OiOmNtiOtiOl Oi .iNmNNm rIHN 'I H .'1 ^IN'IH "'~N rl ^~"'i "'I "'I 'y '-i 'iH .1 NIONOmmNmnnNrl d'd'N mdmO1M owl I ~ I viXXX000.XX000. 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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 years beginning October 1, 1993 and ending September 30 1995 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 banking services and willing to be attentive to the City a money matters; • To maximize the total dollars earned by the city on invested 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 This 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 All points outlined and materials requested will be incorporated into the bidder a 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: Harlan L Jefferson, Treasurer, c/o City of Denton - Department of Finance, 215 E McKinney, Denton, TX 76201, 817/566-8224 -1- II CALENDAR OF EVENTS Target Date Description of Events August 2 1993 Bid sent to all banks located in Denton August 8, 1993 Advertise Bank depository notice in local newspaper August 19, 1993 Receive proposals from interested banks August 24, 1993 Review recommendation with the Investment Committee August 31 1993 Review recommendation with the City Council September 6, 1993 Receive direction from the City Council September 20, 1993 City Council to award contract October 1, 1993 New Bank depository contract period begins III. CRITERIA FOR EVALUATION The City staff will review the submitted proposals carefully The recommendations will be based on the proposal determined to be beet 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 • Agreement to points outlined in this Bid • Cost of banking services • Rates paid on Super NOW accounts • Financial stability of the Bank • Safekeeping agreements accepted • Quality of all reports requested WEIGHTED PERCENTAGE 40% 108 25% 10% 15% 5% 5% -2- IN BANK QLESTIONNAIRE The Bank is requested to thoroughly answer the following questions Additional pages may be appended if space is inadequate 1 How is the bank chartered? State Chartered (Te%as) 2 what percent of current loans are classified as non-performing? 64, 3 Does the Bank have any significant problems noted by regulatory agencies in the past twenty-four months? If yes", please explain `one 4 Indicate the Bank a capital to assets ratio for the last five years 6/30/93 8 51 12/31/91 7 57 12/31/89 2 28 12/31/92 9 12 12/31/90 6 28 5 What was the Bank a 1992 return on assets (ROA)? 1 817 6 Attach copies of the Bank s most recent FDIC (UPBR) call reports Attached V. ACCOUNT DESCRIPTIONS A General The City intends to establish the following Bank accounts: Account Name Employees Claims Account Operating Account Sinking Account Payroll Account Industrial Development Authority Rehab Account Concentration Account Insurance Account Electric Distribution Account Clordie Account CDBG Account contractual Obligation Ray Roberts Lake Account Public Properties Security Account Tvoe Zero-Balance Account Zero-Balance Account Zero-Balance Account Zero-Balance Account Super Now Zero-Balance Account Super Now Zero-Balance Account Zero-Balance Account Super Now Zero-Balance Account Super Now Super Now Super Now Super Now 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 -3- B Services and Fees The services which should be made available to the City include but are not limited to the following TOTAL FEE CHARGED/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE 1 10 00 15 accounts 1D0 00 2 %/C 15 accounts 00 "/C 20/month 00 20/month 125 00 3 20 80/month 16 00 4 02 25,000/month 500 00 5 Il 3,200/month 352 00 11 1,700/month 187 00 11 1,500/nonth 165 00 ll 50/month 5 50 6 60/month 5 00 20/month 100 00 40/month 10 00 25/month 10 00 5/month 10 00 5/month 10 00 5/month 08 15/month 7 15 00 5/month 15 00 3/month 15 00 2/month 8 N/C 5 boxes of appror $20 00 each coin g per 200 85/month 250 00 Sn nn 50 00 50 00 1 20 DESCRIPTION OF SERVICE Account Maintenance a) First original bank statement per account b) Balance inquiries by phone c) Balance reporting (daily computer reporting system which list previous and current day balances, debits, credits, averages, and check presentments for all accounts) Deposit tickets (credit posting) ( 02 encoded) Items deposited (ancoding) ( 04 non-encodes' Checks Paid (debit posting) a) Payroll checks b) General disbursement checks c) Other debit posting Wire services a) Incoming transfers b) Outgoing (excludes activities in safekeeping account) 1) Repetitive by computer 2) Repetitive by phone 3) Free-form by computer 4) Free-form by phone 5) ACH transfers (incoming) 75 00 Stop payment request 45 00 a) Written request 30 00 b) Automated request by terminal Coin wrappers furnished type/month 8 50 Deposit slips printed (vendor price) -4- TOTAL FEE CHARGED/ ESTIMATED MONTHLY GE DESCRIPTION OF SERVICE PER UNIT VOLUME CHAR 10 C 6 bags/year CO Large vault cash bags 11 * 35 bags/year 1 ' Plastic drawstring check bags 12 N/C 1/box r0 Safe deposit boxes (10x10) 13 \/C 4 hra /month 00 Research hours 14 \/C $300,000 on 00 Cost of collateral pledged average for by the bank (quote cost per 15 accounts million pledged) Is II/C 1 account 00 Controlled Disbursement service charge 16 N/C 8 accounts 00 Zero balance automatic transfers 17 1 50 50/month 75 00 a) Return items /C 120/month 00 b) Return items recleared N/C 2/month 00 c) Return item telephone advice 00 18 V/C 15 accounts FDIC insurance cost 19 N/C 1 accounts 00 Securities clearing and safekeeping \/C 00 a) Maintenance charge 20 00 13/month 260 00 b) Receipts deposited(recei%es) 20 00 12/month 240 00 c) Receipts withdrawal (del- er_=_s 10 00 2/month 20.00 d) coupon collections 2 00 $90 million e) Safekeeping of assets, per receipt 25 00 8/month 200 00 f) Book-entry security transfers via Federal Reserve, per transaction V/C 1/year 00 q) Audit confirmations (Minimum per transmission) 20 $40 00 Bi-weekly Fees for direct deposit services for Payroll employees (900 employees, total payroll - $600,000) 25 00 50 00 a) Tape charge ($10 00 per trins i-, via mode-1 N/C 00 b) ACH settlement N/C .00 c) Stop payment orders 08 144 00 d) Credit/debit posting 00 e) Other (list each specific charge) * I2 x LS 520/per L00 16 x 24 39/per 100 -5- ACHpavroll services will be provided at no charge during the first 12 months Dt t'ie contract period See attachment to Page 6, C 2. List any other applicable bank charges Insufficient vu-id Charges q20/item Serial Check Sort 02/item NOTE Under a straight fee arrangement with the bank, analysis charges would be debited to each individual 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 Automatic Payroll Deposit is a service the city would like to offer its 000 employees The bank would be required to produce bi-weekly payroll transfers from a magnetic tape furnished by the city in ACH format for transfer of funds directly to the employee bank, savings and loan or credit union account Please state the bank a procedure for this service and list appropriate cut-off times that would apply The City a net payroll is approximately $600,000 each pay period State whether the bank would offer any type of special checking, money market, or loan account for the City employees See Attachment 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 a parameters and interest earnings history or attach a separate prospectus See Attachment -6- 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 See kttacned Payment for Services The City intends to pay for all account services provided by the Hank as set fourth in Section V s-E The method expected to be used for thelpayment of these services is the direct payment method The Bank should debit the appropriate accounts 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 contract Please submit a sample of the monthly account analysis statement that will be provided to the City of Denton safekeeping fees for the City ;lease shall also be set up on an account analysis and paid monthly Please submit a sample of the safekeeping account analysis Attached G 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 proposed availability schedule Use a separate attachment if necessary See attached narrative and schedule 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, 1992 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 See Attached i VI. COLLATERAL REQUIREMENTS A Securities Pledoed As security for the deposits of the City of Denton, the Bank shall pledge to the City securities equal to the largest total balances the City of Denton maintains in the Bank Certificates of deposit and other evidences of deposit shall be collateralized at 102% of market, for U S Treasury Bills, Notes, and Bonds with a remaining maturity of three years or lees and at 102% of market for other securities The securities so pledged, the amounts thereof and the time for pledging same must satisfy the requirements of Article 2560 Tex Rev Civ State Ann The City will accept as collateral for its certificates of deposit and demand deposits only those securities identified by the Public Funds Investment Act as eligible investments Additionally, U S Treasury securitieslshall be the primary securities accepted as collateral The maximum levels needing to be collateralized are estimated to be the maximum amounts for the Super NOW accounts and certificates of deposit estimated to be $3,000,000 -7- These items constitute the only acceptable means of collateralizing the C_ty s deposits The securities must be held in safekeeping by the Federal Reserve Bank of Dallas or another 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 Reoortina 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, Finance Director Treasurer, 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 10th of each month Total pledged securities itemized by • Name • Type/Description/Cusip • Par Value • Current Market Value • Maturity Date • Moody a or Standard 6 Safekeeoina Requirements Number Poore Rating (both, if available) The securities pledged shall be held in safekeeping by a separate and different Hank other than the depository Bank The original copy of all safekeeping receipts shall be filed with the Treasurer 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: Section B 19 The City, Depository B-nk, 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 Bank One-Fort Worth Sample agreements attached Collateral Substitgtions Any substitutions of the securities ox reductions in the total amount pledged may be made only by and with proper written authorization approved by the City Manager, the Director of Finance, Treasurer, or his designated representative in the case of a 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 a Investor Services or Standard & Poore Corporation 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 $500,000 minimum requirement 5 N/A -8- F C.t+ to Handle 'nveetm nts The City of Denton will be responsible for handling the investment bidd_rg 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 a investment policies G Safekeeping/Wire ServIces The third-party safekeeping bank must be a subscriber to the Federal Security Wire System In addition to the safekeeping account in which pledged collateral in held, the City must have access to a safekeeping account to which Federal securities can be delivered via the Federal Reserve book entry system for a customer account H Interest Rates Paid - Certificates of n , The City may choose to invest in 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 a competitive bid as submitted in accordance with periodic competitive bid solicitations conducted by the City What is the shortest maturity length in days that the Bank will' accept for certificates of deposit in amounts of $100,000 or greatei7 7 days I Interest Rate C > > bone 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 maurity date est willrn t calculations Pfirst ayment day will be made investmentditing 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 in 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 3 2 The maximum amount of the net overdraft to be allowed will be _$100.000 $ 3 The interest rate charged for overdrafts will be ' computed on an actual day basis per annum t %o interest charge on daily ledger overdrafts Should monthly average collected balances be overdrawn (in aggregate), interest at FSB base rate will be charged -9- VIII 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 C D E F G H wire Transfers Notification of wire transfers shall be made within one hour of the transaction and a duplicate copy furnished to the City within twenty-four hours Account Balances The Bank shall have a means of contacting the City prior to 9200 am each busi^ess day to give the ending ledger balances for all accounts from the previous working day Bank Statements Bank Statements shall be rendered within five working days 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 Riaht to Audit Records The Bank a 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 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 Attached Term of the Aareement The term of the contract period will be for two years beginning October 1, 1993 and ending September 30, 1995 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 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 -10- IX PROPOSAL INSTRUCTIONS A Date, Time, Location Sealed proposals clearly marked Proposal for Bank Depository Agreement" should be delivered to the Finance Department located at City Hall no later than 2 00 p m August 19, 1993 to the attention of Tom Shaw Purchasing Agent 901-B Texas Street Denton, TX 76201 NO PROPOSAL WILL BE RECEIVED AFTER 2 00 P N B 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 c Additional Information The City reserves the right to request additional information or to most with representatives from proposing organizations to discuss points in the proposal before and after submission, any and all of which may be used in forming a recommendation D Right to Reiect Bids The City reserves the right to reject any and all proposals X OTHER MISCELLANEOUS A Periodic Review The City of Denton shall require a review meeting at least once every six months to evaluate the workin; relationship between the City and the depository Bank The objective w"l 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 the 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 -11- D Deeicnati.on 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 XI SUBMISSION CBECK A Bid with fill-in-the-blank format B Sample bank statement 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 the Depository Bank for the city a investment securities H Sample controlled disbursement agreement Not applicable I Sample wire agreement J Sample stop payment agreement R Sample account analysis statement L Annual financial statement of the bank along with the last two quarterly FDIC call reports -12- YII kLTER.VATE BID-LOCKBOX SERVICES The City of Denton is seeking applications from eligible financial ipet_tut.ona bidding on the main bid to include an alternate bid for Lockbox services The contract period will be the same as the main Bid, beginning on October 1, 1c93 and ending September 30, 1995 or thereafter until the successor Depository shall have been duly selected and qualified according to state laws The City of Denton requires a lockbox account for the purpose of collecting and processing the city a utility bills and property tax revenues The volume o° utility bills the City currently receives through the mail is estimated to be 20,000 pieces per month Tax revenues received in the mail are heaviest during the months of November through February and average 5,500 pieces per month During the remainder of the year, tax revenues mailed in are approximately 1,000 pieces per month These volume estimates are based on fiscal year ended September 30, 1992 totals The City separates utility bill collections and tax collections into two divisions because of their unique needs and record keeping constraints Each division would require a separate tape returned for input to the City a System The Utility Division matches the account number, the name of the payor, and the address on the coupon and check It does not matter if the amount on the check does not match the amount owed on the coupon The City a system will automatically include the past due amount on the next billing All coupons must be returned for reference in handling customer inquiries The Tax Division matches the account number, and the amount They also require a printout of who the payor on each account number Is If the amounts of the coupon and the check do not match, this must be separately accounted for on a different tape or printout The Tax Division would need either a copy of each check eturned or easy and timely access to check copies on a request basis as well as coupons returned with the tape or printout Attach a step by step explanation of the mail collection and remittance processing procedure that the bank follows Bid the cost of services based on the options listed below: 1 Lockbox collection and processing with separate computer printouts for Tax and Utility Divisions returned to the City each day 2 Lockbox collection and processing with a magnetic tape returned to the City each day Format specifications of the bank given to the City for internally programming the interface needed for inputting the tape directly into the City a system 3 Lockbox collection and processing with a magnetic tape returned to the City each day Bank supplies format based on the city each day Bank supplies format based on the City's system specifications City uses this format to program the interface for the magnetic 4 Lockbox collection and processing with a magnetic tape returned to the City each day Bank does all programming necessary to convert City a system to capability of handling the magnetic tape 5xplain the procedure the bank follows for the record keeping of checks and stubs Does the bank put checks and stubs on microfiche as part of the procedure? Explain the procedure and cost of processing returned checks The City requires that returned checks be sent through twice before returning them to the city -13- Attach a cash analysis of the dollar savings and efficiency the city would achieve by having the lockbox service (Example take an average deposit of $150 000 which is currently received by the City and processed one day before the deposit is made to the bank Checks are currently encoded by the bank instead of in-house and are delivered to the bank by courier each afternoon at 2 00 pm The City doom not process checks on Saturdays, Sundays or holidays The City in closed for business days during the calendar year in recognition of holidays Deposit size increases during tax collection time which occurs November through January Deposits as large am $1 000,000 could be made during these months with an average Deposit size of approximately $350,000 per day ) List any additional services connected with the lockbox initiation procedure that the bank would provide Printing of coupons with bar code Printing of envelopes with bar code Other List any additional fees not previously addressed in this bid All fees bid shall remain the same for the length of the contract period and no additional fees shall be added after this proposal is accepted Please return this sealed alternate bid along with main bid to the office of the following person by 2100 pm , August 19, 19931 Tom Shaw, Purchasing Agent City of Denton 901-B Texas Street Denton, Texas 76201 NO BID BRA= BE RECEIVED AFTER 2t00 P N AND BEAM BE RETURNED UNOPENED The City reserves the right to request additional information or to meet with representatives from proposing organizations to discuss points in th proposal before and after submission and may reject any and all options in this proposal AFF006SE 08/02/93 -14- Page 6, C First State Bank offers ACH origination service for payroll accounts Information may be furnished to the bank on either magnetic tape or transferred by modem from personal computer to personal computer The City must deliver the ACH file to the Bank by two (2) working days prior to payment date For the initial twelve month period of the contract, ACH payroll origination will be handled at no charge City employees receiving ACH payroll deposits will be offered free checking accounts for the initial twelve month period as well This will encourage your employees to participate in the ACH program After the initial twelve months, the following charges will apply The cost of ACH service is 8 cents 08) per entry plus $10 00 per modem transmission ($25 00 via tape ) with a $40 00 minimum per transmission Page 6, D First State's Money Market Account is a convenient overnight investment vehicle with a competitive rate of interest (currently 38 for investments greater than $25,000) In addition, the Bank can provide other short term investment products through its Invest Department One such product is the AIM Government Fund, currently paying interest at 4 43%, with no sales charge for balances in excess of $1,000,000 This particular fund has maintained a very stable net asset value while providing above average returns We have enclosed a prospectus for this fund and would be glad to discuss this or any similar products with the City at any time Page 7, E First State Bank currently has five locations in Denton, most with extended banking hours of 7 00 AM until 7 00 PM, currently staffed with over 65 tellers We feel that First State is in a position to deliver superior and efficient service to the City of Denton and the City's 900 employees without delays, especially during times of peak volume, such as payday Page 7, V First State Bank gives same day ledger credit for all funds deposited by 3 00 p m Checks are paid from ledger balances Interest on NOW accounts is computed on collected balances Collected funds are calculated in accordance with the attached availability schedule For analysis purposes, the monthly earnings credit is applied to average collected balances, less reserve requirements Page 8, H Super Now rates are formulated partially on the level of short term interest rates in general (i e , US Treasury Bills) and on rates paid by competitors for similar products Rates are reviewed daily and changed as appropriate Interest is paid monthly on outstanding collected balances Historical rates have been as follows for Super Now accounts 01/01/90 - 01/18/91 - 5 25% 01/19/91 - 05/12/91 - 5 008 05/13/91 - 12/01/91 - 4 50% 12/02/91 - 12/31/91 - 4 258 01/01/92 - 03/31/92 - 3 758 04/01/92 - 07/31/92 - 3 508 08/01/92 - 09/30/92 - 2 75% 10/01/92 - current - 2 508 Page 14, XII The Bank has discussed its lockbox capabilities with the City on several occasions At the present time, the Bank does not have the capability to process lockbox transactions under the specified parameters Llf! OF DENTON 1 26 91 ,L(URIT~ ACCOUNT PAVE L WILL PICK UPA" 11010 "y 5106/13 fl YOU HAVE A QUL,TLON ON YOUR ALLOONI PLFASE CALL FIRST RESPONaE AT 38_ 9944 (110 571 3 FNCLOSURL COUNT 7 PREVIOUS BALANUF 12-24-92 98 057 51 +DEPObITS/CREDITS 2 143 290 32 CHECkS/DEBITS 3 241 347 8b CURRENT BALANCE 00 - - - - - - - INTLREST SUMMARY - - - - - - - - - " AVERAGE. DAILY BALANCE CUST COLLECTED- 108 778 05 - - - - - - - - - INTEREST RATE SUMMARY- - - - - - - DATL RATE DATF RATE DATE RAIL 12/F4 3 G5 1/13 G 50 1/15 9 1/25 G 50 h _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ CHECK CHECK DEPOSIT DATE DALAN(C 43821 530P 12-28 141879 06 99468 79 TRANSFER TO 0000010777 1-12 4,410 21 42410 27 TRANSFER TO 0000010165 1-13 00 99468 790P 1-15 994b8 /9 9U468 79 TRANSFER TO 0000010Lb5 1 25 00 C ENCLOSURE(S) ATTACHMENTS ARE ORDFRED ACCORDING TO SUBMISSION CHECKLIST FIRST STATE BANK AVAILABILITY SCHEDULE All on us items - Immediate Dallas RCPC - One Day Houston, E1 Paso and San Antonio - One Day Non-11 District Fed Cities & RCPC - Two Day Little Rock & Oklahoma City Fed Cities - One Day Lewiston & Helena RCPC - Two Day Non-11 District Fed Country - Two Day Oklahoma City and Kansas City Country - Two Day State Warrants - Three Day 'f FIRST STATE BANK a/ j P O Box 100 - Denton, TX 76202 ammimarr CITY OF DENTON 00 139 53 LUNTROL LONCENTRATION ACCT WILL PICK UP OFFICER DBD 6-40-1993 PAGE 45 4I ACCOUNT ANALYSIS ACCOUNT 00 139 53 CITY OF DENTON ANALYSIS PERIOD - FROM 5-31-93 TO 6-30-93 AVERAGE BALANCL 395.205*69 AVLRA6L CJLLECTEO BALANCE 60#992090 LESS: RESERVES AT 1000 PCT 6VO99429 INVESTABLE BALANCE 547813.61 BALANCE CREDIT AT 3-06000 PCT 138.96 INTLREST 347.69 14AINFLNANLE FEE 10000 33 UEUITS PROCESSED .11 3.63 549 CREDITS PROCESSED .20 109080 7,,643 LOCAL ITEMS DEPOSITLD .040 305.72 21, s6J9 POREI6N ITEMS DEPOSITED -040 865956 i 5U ACH 1TEMS PROCESSED *10 5000 U POS ITEMS PROCESSED .00 *00 UTHER CHARGES 315.04 TOTAL ANALYSIS CHARGES 1-932.44 NET SCRVICL ClIAR6E 17793.48 *-SOI-T DULLAR CHARGES-* DATL DESCRIPTION AMOUNT 67.25 ENCODING ITEMS*07 EACH 40.04 67-25 INLOMING WIRES 5*00 EACH 50000 6«-25 UUT60INU WIRES 12.50 EACH 225.00 a z OW z w W O aQ zz M m C7 z H U J M U W M ❑ W 0 w J a FM z p z w ❑ LL O M rn rn T M J U In n rn a T N a0 W OD n Y to O M O o m N O N W It D N J OD > W M Q T LL z O L ~ U W = ❑ LL N a ~ U Cl) FIRST STATE BMA OF TEXAS HIRE TRANSFER AUTHORISATION AND AORS&OM FIRST STATE BANE Attention; Wire Transfer Department Denton Texas 1 The undersigned ( Cuatomar") authorizes and requests First State Bank ('Bank') to make transfers of funds from time to time in accordance with the provisions more fully met forth in this Agreement Such transfers shall include transfers of Customer a funds from Customert■ account(s) at Bank ('Agcouot(s) ) to Customer a account(s) at other depository institutions and to account(s) of third parties at other depository institutions, and shall also include transfers of funds to Customer s account(s) from third parties 2 Specific requests from Customer to Bank are to be made by Customer s representatives listed on the List or Lists of Authorized Persons furnished by Customer to Bank from time to time Elimination of any names from such List(a) or addition of another name or names to such List(s) shall be made effective by actual written notice received by Bank's wire Transfer Department 3 Any request by a representative of Customer may authorize one or more than one funds transfer Requests for transfers may be made by telephone orally or in writing 6 Bank may make the requested funds transfers by any means for the transmission of funds and may also make transfers by internal means (including, as an example but without limitation bookkeeping entries between Bank and its correspondent banks) Transfers of funds to Customer a account(s) from third parties shall be received subject to time deadlines established by Bank Bank may cancel a requested transfer if Bank receives Customer a request for cancellation in form satisfactory to Bank in such time and in such manner as to allow Bank a reasonable opportunity to act S In consideration of Bank a transfers of funds pursuant to Customer a authorized requests, Customer shall pay to Bank such transfer fees as Bank shall from time to time impose e Bank will use ordinary care in implementing funds transfer requests received by it from Customer Customer agrees that Bank and its agents and correspondents shall be conclusively deemed to have exercised ordinary care if it or they has or have followed the procedures contained in this Agreement or if Customer shall have flailed to follow ouch procedures Bank shall be entitled to rely on any request that it believes to have been originated by Customer and any such request shall for purposes of this Agreement be deemed to have been authorized by Customer 7 Book shall not be liable for direct, indirect, consequential, or punitive damages of any party (including, without limitation, Customer) Bank shall have no liability to third parties for any damages incurred by Such third parties arising out of the performance or non-performance or services or transfers under this Agreement, and Customer agrees to and hereby does indemnify and hold Bank harmless from and against all such claims of third parties and all "Panama (including, without limitation attorney s fees and court costs) of such claims Bank's only responsibility to Customer occasioned by Bank a performance or non-performance of its obligations under this Agreement shall be to correct at Bank s expense any errors that are due solely to Bank's personnel, Bank's computer programs or malfunctions of Bank-controlled machines 8 Bank shall not be liable for delays or failures in processing that are caused by such events as fires power failures energy shortages strikes boycotts, riot war governmental regulations failures of Bank a vendors or suppliers acts of God or other circumstances or causes over which Bank has no control If because of circumstances or causes beyond Bank's control Bank shall be delayed beyond applicable time limits (provided herein or by law) in taking any action hereunder, the time limit for taking such action shall be extended for such time after the cause of the delay ceases to be operative as shall be necessary for Bank to take or complete such action, 9 Bank in its discretion may assign a security code security test or other security procedure to be used by Customer to authenticate funds transfer requests Customer agrees to use all such security codes security teats, and other security procedures as may be imposed by Bank 10 Bank will furnish to Customer a confirming notification of a funds transfer after it is made, either in form of a specific advice or a periodic account statement Customer will examine such advice and account statements to detect the presence or absence of any discrepancies between Customer a records and the advice or statement sent by Bank, and will report any such discrepancies to Bank within thirty (30) days after the day that Bank sands the advice or account statement 11 Back is hereby authorized to record an tape or other retention devices any or all of its telephone conversations with Customer involving any transfer instructions 12 Customer agrees to supply Bank information that Bank may reasonably request in connection with any prospective or completed funds transfer hereunder including without limitation any writings showing confirmation of any request for transfer of funds 13 Bank shall not be obligated to make any funds transfer if the amount of such transfer exceeds the finally collected and immediately available funds on deposit by Customer with Bank or exceeds any other limit established by Bank If Bank in its discretion makes any such transfer that exceeds the amount of Customer e deposited funds, customer shall be liable for any and all overdraft amounts 16 All data relating to Customer's business provided to Bank by customer pursuant to this Agreement will be treated Confidentially and safeguarded by Bank using the same care and discretion that it used with data that Bank designates as confidential 15 Bank may modify or cancel this Agreement upon fifteen (15) days notice to Customer Customer may cancel this Agreement upon fifteen (15) days' notice to Bank 16 This Agreement represents the entire understanding between Bank and customer with respect to the matters contained herein There are no representations or warranties express or implied other than those contained herein 17 This Agreement shall be governed by and construed in accordance with Texas Law and it shall be performable in Denton Denton County Texas 19 Any notice hereunder shall be in writing and may be given by personal service or by depositing in the United States mail postage prepaid to the addresses of the parties as follows (or as changed through written notice to the other party)t BANK CUSTOMER FIRST STATE BANK Attentions Wire Transfer Department Attention Post Office Box 100 Denton Taxes 76202 19 This Agreement is binding on the parties hereto and their respective successors and assigns Customer may not assign this Agreement without the prior written consent of Bank EXECUTED THIS day of , 19 Name Title FIRST STATE SANK Name Title , a, a nib 01 a ac Dena bdll Vale 064013 S! 64 4d LLSU tkit6 UJd P 0 801 100 Page RI 1 DENTON, tI 76202 Vendor ID D CERT 10348 3 Transit lumber 11191474 Transmitted to too as 0070605 on 07129193 at 09 43 56 CST Consolidated Report of income the period January 1, 1993 - June 30, 1993 ALL RNPORT Of INCOME SCHEDULRS All TO BR RRPORTED OA A CALMAR TSAR-TO-DATE BASIS IN THOUSANDS Of DOLLARS Schedule RI - Income Statement 1380 Dollar Amounts in Thou sands 1 Interest income a Interest and fee income on loans UK (1) Loans secured by teal estate _ 4011 3 , 6 0 5 1 a 1 (2) Loans to finance agricultural production and other loans to farmers 4024 1 1 a 2 (3) Commercial and industrial loans _ 4012 914 1 a 3 (4) Loans to individuals for household, family, and other personal expenditures (a) Credit cards and related plans __4054 0 1 a 4a (b) Other_______- 1,721 1 a 4b (5) Loans to foreign governments and official institutions _ 4056 0 1 a 5 (6) Obligations (Other than securities and leases) of states and political subdivisions in the a 3 (a) Taxable obligations 0 1 a 6a (b) Tax-exempt obligatioue___ 4504 130 1 a 6b (7) All other loans-- _4058 0 1 a 7 b Income from lease financing receivables (1) Taxable leases 4505 T 0 1 b 1 (2) Tax-exempt leases 4307 0 1 b 2 " Interest income on balances due from depository institutions (1)_ 4115 1 1 c interest and dividend income an securities (1) 0 s Treasury securities and 0 s Government agency and corporation obligations --4027 4,546 1 d 1 (2) securities issued by states and political subdivisions in the U 9 (a) Taxable securities _ 4506 0 1 d 2a (b) Tax exempt securities^_ 4507 2 1 d 2b (3) Other domestic debt securities 3657 381 1 d 3 (4) foreign debt securities_____ _ 46 1 d 4 (5) Rquity securities (iacluding investments in mutual funds) 3659 2 1 d 5 e Interest income from assets held in trading accounts _ _4069 0 1 e f Interest income on federal fonds sold and securities purchased under agreements to resell- 4020 163 1 f q Total interest income loom of items f a through 1 f) 11 512 1 g _ , (1) Includes interest income on time certificates of deposit not held in trading accounts 11181 S1A11 BAH OF TEXAS Call Date 06/30/93 ST-SK id 2250 MIC 032 P 0 801100 Page 11 2 DEITOI, T1 16202 Vendor ID D CUT 10348 4 Transit lumber 11191414 Transmitted to IDS as 0010605 on 01129193 at 09 43 56 CST P^hedule RI - Continued Dollar Amounts to Thousands 2 Interest expense 1 121 b lip c Iot oth d Iat accounts Aaccounts) and 008 e Interest on suaorainate notes aaa Man f Total interest expense long of iteas 2 a 3 Not interest income litem 1 g minus 2 f)_ 4 Provisi Rs 180 185 4014 for loan 804 b Prov slon for allocatedlt[anaf9isil'sF_- 1230 5 h dains (losses) on securities not bold in trading tecouats__`4091 1 loniote[ st expense b salaries old employee b$nllitd 4135 Ixpeaaes o prom sea an t xe 88 e B ae o B a Inc ae leicluding salaries and employee benefits and mortgage Me Roa aterest expease R 401Z YOU Ron aterest'expense (auiaal-i ef'ae 1-a ton "1 c►~40 3 8 Income (loan( before income taxes Rod extraordinary items aad other adjustments (itom 3 plus or rimes items 4 a, 4 b, aad 5 g, 6, aad 1 d( _4301 9 Applicable income taxes (on item 8) 4301 10 Income (loss) before )extraordinary items and other adjustments (item 8 giant 9)_4300 it Extraordina T its a 404 0kher adjustseats a tb1B6aord[Bary Items aad other adlustments, gross of iocoil 4310 b AP lica¢je 1118 axe b t eb 4 a -1 4315 c I taor nary toss aB a et a jn treats, not o ncome taxes item 11 a m one ll b 4320 12 let iacore (lose) (so& of items 10 and 11 c)____ _ 4340 Tear-to 603 711 158 1,057 2,029 18 0 0 0 4,576 27 1,26 0 0 0 165 3,335 2,840 3,645 0 0 2a1 2a2a 2a2b 2a 2c 2a 2d 2b 2c 2d 2e 2f 6,936 3 1,57 4 0 b 5a 5b 5c 5d 5e 5f1 5 2 5,037 g 239 6 1a 1b 7 7,200 d 3,441 8 975 9 2,466 10 11 b 0 11 c 2,466 12 I Describe on schedule lI-E - Explanations I la ui bi Ale BARA uk IBLAB P 0 SOL 100 DINTOI, TI 76202 Call Date 06130193 Vendor ID D Transit lumber 11191474 fraossitted to IDS as 0070605 on 07129193 at 09 43 56 CST bf BA 48 1660 CUT 10348 Consolidated Report of Condition for Insured ~mmercial and State-Chartered Savings Banks for June 30, 1993 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 iML U3l Page BC 1 9 C300 ASSETS 1 Cash and balances due from depository institutions (from Schedule IC-A) ICON a Ioninterest-bearing balances and currency and coin 11► 0081 16 ,787 1 a b interest-bearing balances (2)__ _0071 252 1 b 2 Securities (from Schedule IC-S) 0390 177 ,126 2 3 federal funds sold sad securities purchased under agreements to resell a federal funds Sold- 0276 0 3 a b Securities purchased under agreements to resell________ _ _0277 0 3 b 4 Loans and lease financial receivables a Loans and leases, net of unearned income (from Schedule IC-C) 2122 148,661 4 a b LESS Allowance for loan and lease losses- 3123 2 , 963 4 b c LIES Allocated transfer risk reserve 3128 0 4 c d Loans and leases, net of unearned income, allowance, and reserve (item 4 a minus 4 b and 4 c)__~__ 2125 145 ,698 4 d 5 Assets held in trading accounts (from Schedule IC-D) 2146 0 5 Promisee and fired assets (including capitalised leases) 2145 8 ,375 6 l~ Aher real estate owned (from schedule 4 ,441 7 8 Investments in unconsolidated subsidiaries and associated companies (from schedule IC-H►__~~_~__ _2130 0 8 9 Costomers, liability to this bank on Acceptances 0 9 10 Intangible assets (from Schedule IC-K) ~ _2143 93 10 11 Other assets (frog Schedule kC-f) 2160 3 814 11 12 Total Assets long of items I through It)__ _ 2170 356 , ,586 12 (1) Iocludes cash items in process of collection and unposted debits (2) inclades time certificates of deposit not held in trading accounts i lLMIO bail UdLe VVIJVIII bl all to LLJU liibb UJL P 0 BOX 100 Page RC 0 DINTON, 11 76102 Vendor ID D CENT 10348 Transit lumber 11191474 Transmitted to IDS as 0070605 on 07/29/93 at 09 43 56 CS! 10 Schedule RC - Continued Dollar A mounts in Thousands ~tABILITIBS 13 Deposits r0 a In domestic offices (sum of totals of columas A mad C from Schedule RC-B►`___ 2200 317, 987 13 a Im (I) Moaintetest-bearing (1) 6631 56,719 13 a 1 (2) interest bearing _ 6636 261,268 13 a 2 b In foreign offices, Idge and Agreement subsidiaries, and IBPs (1) Noniaterest-bearing (2) Interest-beatiogT 14 federal funds purchased and securities sold under agreements to repurchase a federal funds Purchased 0278 2 150 14 a _ _ b Securities sold under agreeaents to repurchase_ 0279 , 0 14 b 15 Demand notes issued to the U B Treasury_________^_ 28!0 0 15 16 Other borrowed money 2850 0 16 17 Mortgage indebtedness and obligations under capitalised 0 17 18 Bank's liability on acceptances executod and outstanding _ 2910 0 18 19 Subordinated notes and debentures_ 0 19 20 Other liabilities (from Schedule RC-O) 2930 6 1 1 6 20 21 _ Total liabilities (sum of items 13 through 20) ~ 2948 , 326 253 21 _ _ , 22 Limited-life preferred stock and related surplus____!_____ 3282 0 22 EQUITY CAPITAL 23 Perpetual preferred stock and related 0 23 13 Common stock 3230 3 045 24 1` lurplus (exclade all surplus related to preferred stock) , 16, 751 25 26 ^ a Undivided profits and capital reserves 3632 10 537 25 a _ b LISS Net unrealix$d lose on marketable equity - , 0 26 b 27 Cumulative foreign currency translation adjustments_______ 28 Total equity capital (sum of items 23 through 27) 3210 30 333 28 29 Total liabilities, likited-life preferred stock, and equity capital - , (sum of items 11, 22, and 28) 3300 356 586 19 , Memorandum TO BR RIPORTID ONLY WITH TBI NASCR REPORT OF CONDITION 1 Indicate in the box at the right the tubber of the statement below that best describes the moot comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 1992 -6724 N/A N 1 1 : lodepeodent 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 book's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on too consolidated holding company (but not on the bank separately) 3 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting fire (may be required by state charter- t9 authority) 4 : Directors' examination of the book performed by other sxternal auditors (say be required by state chartering authority) 5 - Review of the bank's financial statements by external auditors 6 - Compilation of the bank's financial statements by external auditors 7 = Other audit procedures (excluding tax preparation work) 8 = No external audit work (1) Includes total demand deposits and noninterest-bearing time and savings deposits riRSi o1ATE BANK OF TEXAS Call Date 03/31/93 ST BK 48 2250 FFIEC 032 P 0 Box 100 Page RI 1 DENTON, TX 76201 Vendor ID 0 CERT 1 034 8 3 Transit Number 11191474 Transmitted to EDS as 0060962 on 04/28/93 at 12 05 22 CST insolidated Report of Income ~r the period January 1, 1993 - March 31 1995 ALL REPORT OF INCOME SCHEDULES ARE TO BE REPORTED ON A CALENDAR YEAR-TO-DATE BASIS IN THOUSANDS OF DOLLARS Schedule RI - Income Statement 1380 Dollar Amounts in Thousands 1 In terest income a interest and fee income on loans R AD (1) Loans secured by real estate 4011 1 783 1 a 1 (2) Loans to finance agricultural production and other loans to farmers----_ _ 4024 0 1 a 2 (3) Commercial and industrial loans_y______ _ `4012 466 1 a 3 (4) Loans to individuals for household, family, and other personal expenditures (a) Credit cards and related plans____ _4054 0 1 a 4a -4055 854 1 a 4b (5) Loans to foreign governments and official institutions- ~ 4056 0 1 a 5 (6) Obligations (other than securities and leases) of states and political subdivisions in the U S (a) Taxable obligations_ 4503 0 1 a 6a (b) Tax-exempt obligations 4504 66 1 a 6b (7) All other loans___-~!__ 0 1 a 7 b Income from lease financing receivables (1) Taxable leases__`_ 4505 0 1 b 1 (2) Tax-exempt leases___~ _ 4301 0 1 b 2 Interest income on balances due from depository institutions 0 1 c d Interest and dividend income on securities (1) U S Treasury securities and U S Government agency and corporation obligations____! 4027 2,220 1 d 1 (2) Securities issued by states and political subdivisions in the U S (a) Taxable securities_~ 4506 0 1 d 2a (b) Tax exempt securities _ ___4507 0 1 d 2b (3) Other domestic debt securities 3657 13 3 1 d 3 (4) Foreign debt securities- 0 1 d 4 (5) Equity securities (including investments in mutual funds)____________ _ 3659 0 1 d 5 e Interest income from assets held in trading accounts _ __4069 0 1 e f Interest income on federal funds sold and securities purchased under agreements to resell- 143 1 f g Total interest income (sum of items 1 a through 1 f) _ 5,665 1 g (1) Includes interest income on time certificates of deposit not held in trading accounts FIRST STATE BANK Of TEXAS Call Date 03/31/93 ST-BK 48 2250 FFIEC 032 P 0 BOX 100 Page RI- 2 DEN TON, TX 76201 Vendor ID 0 CERT 10348 4 Tra nsit Number 11191474 Transmitted to EDS as 0060962 on 04128/93 at 12 05 22 CST ^ hedule RI - Continued Dol lar Amounts in Thousands 2 Interest expense a Interest on deposits (1) Transaction accounts (NON accounts, ATS accounts, and RIIAD Year to-date telephone an preauthorized transfer accounts)_A_____4308 292 2 a 1 (2) Nontransacti n accounts s ) Money me ket deposit accounts (MMDAs)~ _ 4509 353 2 a 2a I b other so ings deposits 4511 - 76 2 a 2b sRT oTT M bSb or more 4174 c Time certificates of dipo 546 2 a 2c ~ d All other time deposits 4512 ~ T 1 , 060 2 a 2d secuities so under b Expense of federal funds purchase a n7 agreements to reburchase 4180 ` - ' ' 3 2 b T reasury and on c Interest on dome d notes zssu ' T Ue 03 other borrowed apney 4185 ~ ~ ` ~ 0 2 c bt'atians urn d 6 e neT d ss awn o i er d Interest on mortgage in e" capitalized leas s 4072 0 2 d e Interest on subo dinate?no es an a entures 4200 0 2 e f Total interest a pense (sum of items 2 a througgh2 e)-_-'-4013 2 , 330 2 f 3 Net interest incomes (item 1 g minus 2 f)_______4074 3 335 3 4 Provisions a Provision for Iosn and lease losses 4230 84 4 a 4243 b Provision for allocated transfer rzsk~ 0 4 b 5 Noninterest income a Income from fidupiary activities 4070 " 137 5 a _4080 b Service charges on deposit accounts ` ' ' 575 5 b c Trading gains (losses) and fees from ore ore gn i I n exchange transactzons_ 4015 d Other foreign tr nsac 10~ n ga ns Tiosses ' "`4076 ` 0 0 5 c 5 d e Gains (losses) and fees from assets held in r E a ding eccounfs_4077 0 5 e f Other nonznterest income (t Other fee income_ _ 5407 " 97 5 f t 121 5408 All other nopintere7s T5me_ ' _ 17 5 5 f 2 g o r j__4079 al nonznteresit income (sua of iTees 5 a Efiro uj5 984 5 g 6 Gains (losses) on securities not held in trading accounts 4091 192 6 7 Nonznterest expense a Salaries and employee benefits 4135 " " 1,359 7 a b Expenses of premises and fixed asses ne o ren aT I incoieT (excluding salaries and employee benefits and mortgage interest) _4217 305 7 b , c Other noninteres expense 4092 - - 1,003 7 c ougfi 7 cJ_ 4093 d Total nonznteresit expense (sue ofiYeas 7 a E r6 2,667 7 d 8 Income (loss) before income taxes and extraordinary items and other adjustments (item 3 plus or minus items 4 a, 4 b, and 5 g, 6, and 7 d)~______~__~`~~___~_ 4301 1,760 8 9 Applicable income taxes (on item 8)_______ _ __4302 SIB 9 10 Income (loss) before extraordinary items and other adjustments (item 8 minus J. 242 10 11 Extraordinary items and other adjustments , a Extraordinary items and other adjustments gross of income taxes * _ 4310 b Applzca6Ie income taxes jdnZEeeT[ ari ' " 4315 0 0 11 a 11 b c Extraordinary items and other adjustments; net of income taxes (item 11 a minus 11 b)______ _ 4320 ~ 0 11 c 12 _________`4340 Net income (loss) (sum of items 10 and 11 c)__ 1 242 12 r Describe on Schedule RI E - Explanations FIRST STATE BANK OF TEXAS Call Date 03/31/93 ST-OK 48 2250 FFIEC 032 P 0 BOX 100 Page RI- 3 DENTON, TX 76201 Vendor ID 0 CERT 10348 Transit Number 11191474 Transmitted to EDS as 0060962 on 04/28/93 at 12 05 22 CST 5 hedule RI - Continued Dollar Amounts in Thousands Memoranda 1 Interest expense incurred to carry tax-exempt securities, loans, and leases acquired RIAD Year-to date after August 7 1986, that is not deductible for federal income tax purposes-- 4513 0 M 1 2 Not applicable 3 Estimated foreign tax credit included in applicable income taxes, items 9 and 11 b above---_ 4309 O M 3 4 Number of full time equivalent employees on payroll at and of current period (round to Number nearest whole number)- 450 161 M 4 Schedule RI-A - Changes in Equity Capital Indicate decreases and losses in parentheses 1383 Dollar Amounts in Thousands 1 Total equity capital originally reported in the December 31, 1992, Reports of RIAD Condition and Income— 3215 30 ,370 l 2 Equity capital adjustments from amended Reports of Income, net 3216 0 2 3 Amended balance and of previous calendar year (sum of items 1 and 2) 3217 30 , 370 3 4 Net income (loss) (must equal Schedule RI, item 12) 4340 1 242 4 5 Sale, conversion, acquisition, or retirement of capital stock, net _4346 0 5 6 Changes incident to business combinations, net 4356 + 0 6 n LESS Cash dividends declared on preferred stock-- _ 4470 0 7 LESS Cash dividends declared on common stock-_-____ 4460 0 8 9 Cumulative effect of changes in accounting principles from prior years = (see instructions for this schedule) 4411 0 9 10 Corrections of material accounting errors from prior years * (see instructions for this schedule) _ _4412 0 10 11 Change in net unrealized loss on marketable equity securities--- 4413 0 11 12 Other transactions with parent holding company * (not included in items 5, 7, or 8 above) - 4415 0 12 13 Total equity capital end of current period (sue of items 3 through 12) (must equal Schedule RC, item 28)-__-!_ 3210 31,612 13 $ Describe on Schedule RI E - Explanations FIRST STATE BANK OF TEXAS Call Date 03/31/93 ST 8K 48 2250 FFIEC 032 P 0 BOX 100 Page RC 1 DENTON, TX 76201 Vendor ID 0 CERT 10348 9 Transit Number 11191474 Transmitted to EDS as 0060962 on 04/28/93 at 12 05 22 CST ',insolidated Report of Condition for Insured `jrnrnercial and State-Chartered Savings Banks for March 31, 1993 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 C3OO _ Dollar Amounts in Thousands ASSETS 1 Cash and balances due from depository institutions (from Schedule RC A) RCON a Noninterest-bearing balances and currency and coin (1)__~ _0081 14 ,295 1 a b Interest-bearing balances (2)__________ _0071 0 1 b 2 Securities (from schedule RC B) _ 0390 171 ,254 2 3 Federal funds sold end securities purchased under agreements to resell a Federal funds sold _ _0276 0276 0 3 a b Securities purchased under agreements to resell 0277 0 3 b 4 Loans and lease financing receivables a Loans and leases, net of unearned income RCON (from Schedule RC-C)_ 2122 142,671 4 a b LESS Allowance for loan and lease losses- 3123 5,500 4 b c LESS Allocated transfer risk reserve- 3128 0 4 c d Loans and leases, net of unearned income, allowance, and reserve (item 4 a minus 4 b and 4 c) -2125 137 171 4 d 5 Assets held in trading accounts (from Schedule RC-D)__ 2146 0 5 Premises and fixed assets (including capitalized leases) _ 2145 7 , 993 6 1 Other real estate owned (from Schedule RC-M) _ _ _2150 5 , 807 7 8 Investments in unconsolidated subsidiaries and associated companies (from Schedule RC M)_~ 2130 0 B 9 Customers' liability to this bank on acceptances outstanding_____- 2155 0 9 10 Intangible assets (from Schedule RC-M) _ _ 2143 0 10 11 Other assets (from Schedule RC-F)_ ~ 2160 3 35 1 11 12 Total assets (sum of items I through ll)~~_ 2170 339 ,871 12 (1) Includes cash items in process of collection and unposted debits (2) Includes time certificates of deposit not held in trading accounts FIRST STATE BANK OF TEXAS Call Date 03/31/93 ST-8K 48 2250 FFIEC 032 P 0 BOX 100 Page RC 2 DENTON, TX 76201 Vendor ID D CERT 10345 to Transit Number 11191474 Transmitted to EDS as 0060962 on 04/28/93 at 12 05 22 CST " ohedule RC - Continued l _ Dollar Amounts in Thousands LIABILITIES 13 Deposits RCON a In domestic offices (sum of totals of columns A and C from Schedule RC E) 2200 302 , 517 13 a RCON (1) Honznterest-bearing (1) 6631 49 , 687 13 a 1 (2) Interest-bearing 6636 252,830 13 a 2 b In foreign offices, Edge and Agreement subsidiaries, and IBFs (1) Noninterest-bearing_ (2) Interest-bearing 14 Federal funds purchased and securities sold under agreements to repurchase a Federal funds purchased_____~ 0278 1,615 14 a b Securities sold under agreements to repurchase_ 0279 0 14 b 15 Demand notes issued to the U S Treasury____~ _2840 O 15 16 Other borrowed money_^__!_T_~_~~_~ ,2850 0 16 17 Mortgage indebtedness and obligations under papztalized leases _2910 0 17 18 Bank's liability on acceptances executed and outstanding 2920 0 18 19 Subordinated notes and debentures- 3200 0 19 20 Other liabilities (from Schedule RC-g) 2930 4 , 127 20 21 Total liabilities (sum of items 13 through 20) ,2948 308 , 259 21 22 Limited-life preferred stock and related surplus_ 3282 O 22 EQUITY CAPITAL 23 Perpetual preferred stock and related surplus____~ 3838 0 23 Common stock-------- 3230 3,045 24 is Surplus (exclude all surplus related to preferred stock)_ _3839 16 751 25 26 a Undivided profits and capital reserves- 3632 11,816 26 a b LESS Net unrealized loss on marketable equity securities-` 0297 0 26 b 27 Cumulative foreign currency translation adjustments_ 28 Total equity capital (sum of items 23 through 27)__ 3210 31,612 28 29 Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, and 28)_ _ 3500 339 871 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 auditors as of any date during 1992____A„_^__ 6724 2 M 1 t Independent audit of the bank conducted in accordance 4 Directors' examination of the bank performed by other with generally accepted auditing standards by a certified external auditors (may be required by state chartering public accounting firm Which submits a report on the bank authority) 2 Independent audit of the bank's parent holding company 5 Review of the bank s financial statements by external conducted in accordance with generally accepted auditing auditors standards by a certified public accounting fire which 6 Compilation of the bank s financial statements by submits a report on the consolidated holding company (but external auditors not an the bank separately) 7 Other audit procedures (excluding tax preparation work) 3 Directors' examination of the bank conducted in accordance 8 No external audit work with generally accepted auditing standards by a certified public accounting firm (may be required by state charter ing authority) (1) Includes total demand deposits and noninterest bearing time and savings deposits FIRST STATE BANK OF TEXAS Call Date 03/31/93 ST 8K 48 2250 FFIEC 032 P 0 BOX 100 Page RC 3 DENTON, TX 76201 Vendor ID D CERT 10348 11 Transit Number 11191474 Transmitted to EDS as 0060962 on 04/28/93 at 12 05 22 CST ^hedule RC-A - Cash and Balances Due from Depository Institutions Exclude assets held in trading accounts C3O5 Dollar Amounts in Thousands 1 Cash items in process of collection, unposted debits, and currency and coin 1)_CON a Cash items in process of collection and unposted debits__ _ 0020 2 133 1 a b Currency and coin_ 0080 2 , 150 1 b 2 Balances due from depository institutions in the U S a U S branches and agencies of foreign banks 0083 O 2 a b Other commercial banks in the U S and other depository institutions in the U S 0085 5 , 911 2 b 3 Balances due from banks in foreign countries and foreign central banks a Foreign branches of other U S banks____ 0073 O 3 a b Other banks in foreign countries and foreign central banks-_------ 0074 0 3 b 4 Balances due from Federal Reserve Banks______`_ 0090 4,101 4 5 Total (sum of items 1 through 4) (must equal Schedule RC, item 0010 14 , 295 5 Memorandum Dollar Amounts in Thousands 1 Noninterest bearing balances due from commercial banks in the U S (included in items 2 a and 2 b above) 0050 5,911 M 1 1 M 1 M m r a M m d O m^ N r M M N n lD N d m m M- 1(1 4 0 4 d N N 1 O 1 d N r r Z M d m d m O m m w o-- O o m w o m ow m o w n ^ Z M d m 0 1 O 1 Oww 1 a I MOMO NOS-0--0x-00 m0)owv ONM-^ Nm Win m d WM^ w m l N M d Wit M n- ^ m m ^ U \ 1 an d w 1 4 ^ I n a 1 a N oo pp M N WOONM 0) m OO N I ZI()O NON^ ^ Y mm I (I OmmmM -^Mmd mO^Z m ZNrN ^ a 1 -000 0 0 0 0 0 0 0 0 0 MO-00 O d M W N N O w o o m r M m I I M I I MM m d ' l0^ ^ 1 m 1 m M N M m^ M m^ M r d W 0^ m d O r m M 00 ^ M d M d r O N M 1 O O M N M ^ m m m on 0 000 M-1-No o d ^ d d M^ N d w M m d n ^ I N M M at M d d O O M O ^ O-^ N O m m d o a m^^ -0 n d W m d r N m M m l mod w l mm 0 d - ' \ 1 O- M w 1 ^ 1 N q a I X \ I m I M O M O N M M M m d M^ m M O M d - m d M m d n MN M O M M O r m m N 1- N Y I d m m N^ m M M N n M N W d M d m r n N u N m o M m r M N O O ^I ¢I WdM.-OMO^0^^00•- Onmmm ^^mm^ mO rOMd 00000 Z m l m n d M N m O zZ W 0 H m m m O M m m m M m d r O q d M M M M N w m o m m ^ r lp d M M m d o" 1 U N m N M N m N d M M M d m M N N M M N m^ N M d d - M^ M M m M n d w I a1 m l r r N n N N n d M m m M N d -00d w d d M O d -l- M M M^ ^ N M^ M N N M m O I M M m M N d m n O n N N^ m m m M M d w ^ M N ow m m M m N m w m d ~ 1 n m m a t n M d O O m 0^ O ^ ^ - ^ ^ N M M m d O M d^^ Ow n m r ^ m O m d In ^ I W 0 w 1 m r m m - - m 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O ' Z 111 J 0 o 4 O J w r " ~ p m O O a w Z I Z W Z o I> R a w m' Z Z X Z W 1 O Z 4 1 O Z J J 2 Z W W 1 H I- W W Q a O z Z oaa U a Q O a p OJ ooo W - O 6'I I z +11z<<Zm ~X' 4 m l l-HF < I hM m i ol - wl-OXUN n a wOf Om mJ w m 4 1 W 4 Z Z W 2 O I W 4 Z 4 1 <W -OF O Z W O w W h W 1- m J 1004 UU W 1 a X.. z J I Z W J U 1 Ua Y1-' 1- APPENDIX 1 SECURITIES DEPOSITORY AGREEMENT WHEREAS, by contract dated July L, 1991, ' and the Board of Trustees thereof designated and appointed ository Bank of said for the term beginning September 1, 1991, and ending August 31 1993 and until its successor shall have been duly selected and qualified, and WHEREAS, paragraph VIII of said Agreement required such Depository Bank to deposit and pledge in al=~Wankerin Texas "approved securities' as defined in said paragraph in an amount equal to at least 100 Darren, of the funds, and to maintain said deposit and pledge at all times at not less than 100 percent of such funds during the term of its appointment, and WHEREAS, has requested the to serve as the collateral depository bank for the pledging and holding of such 'approved securities" subject to the terms of said contract NOW, THEREFORE, a banking association organized under the laws of the United States, hereby agrees to serve as the collateral depository bank for the pledging and holding of such approved securities" subject to the terms of such agreement of July /S7 194 between and 'in an amount sufficient to satisfy its obligation to In the event of default on the part of the Depository Bank or its failure faithfully and strictly to comply in all respects with the terms provisions and stipulations of said contract (being the Depository Contract and thi Frur~ , s Depository Agreement which is a part thereof) theme S W (in addition to all of pairlies provided by said contract Ara by 'usiness and Commerce to) have the right to sell, assign ,nd deliver any par, of the apps od securities' and any additions " et )Rnt ro the terms of this contract at public or privatp ^ in or^A 'y III rir~ of the 0' i tions u, v the Dei itn to X1 iter ping under said contract heMmomaw its sw cr I ~ may purchase all it , hart of t aved secui s at fair , Pat value if it or the act to do r 110 Bank, acknowledges and agrees that qj~ a MINWanking Association organized under the laws of the United States with whom the "approved securities" have been deposited and pledged, has acted and is acting solely as the agent and representative of the and that the Depository Bank has no right to compel any action by such ba,I pith ~egaid to delivery, possession, pledge or sale of the "approved 5ecdntiea' ATIL~I BANK ONE, TEXAS, NA, FORT WORTH B 4t e-Cq A,6-6f - The above Securities Depository Agreement is hereby approved TEAM BANK ~~_'%7.onw~aa eF .Qn,.~a Erns By ~7 / e , onr~ to 9 BBUL - _ - _ Safakeevlrv Assumed PUS Customer desire* to deposit with Bonk certain securities end funds, end obtain the custodial services of Bank) and whereas Bank a no Ioial bank with corporate trust pnare Alen Is duly authorized to act as a custodian and 1s a son. r of the Federal Reserve t e e Federal Depasit Insurance Corporation) r rFORE In ronslderation of the mount covenants and ogreawnts heroin Bede, Customer and bank hereby agree as fotloust rajjyM °t Ae pU tustomer het delivered to Bank certain Duets to be held by Bank as Custodian Bank has accepted those assets end he, agree I occopt additional nuts acceptable to it whtoh Customer may hereafter fro time to time dellyer to Bank And to hold the assets subject to the terms and conditions of this Agreement Bank a Aulhmritf, so Bct[g a) To hold the assets using the same degree of core and protection which Bank gives to Its own property Loan the direction ar prior cogent of the officer(s) designated In writing to eat for the Cuetamer from time to time, retain nuts ,Malted the Re it however shall hove no responsibility to determine the validity or genilMMN of any security or related r ear r0 r atomor regarding the purchase retention ale, call for redemption exchange or deposit In reorgenisetion of I,✓ srni fly I NI Instrument so held or deposited under this Agreement Bank shalt have no responsibility for advising CuatO"r regaroirI features if shy applicable to any security If Customer uses bank fecllitlee to exercise a put feature whe her maid, a + IotaL Custmsor halt give Bank axprgoo written Instructions Including but mot limited tot description and quantity of sc h, nut date by which put moot be exercised detailed delivery Instructions Including data by which delivery R roqulrad) ar 1 I ar which put Is exercised tarsi" role proceeds or other payments from assets held In gafekeoptg hereunder and to make disposition of ouch I Id Ith the written 1lnstruetlona of the Custti To sign documents which way be required with respect to tu, qs c sea assets held or recelvad, and Customer m oar to reimburse Indemnify and hold Be y harmless free any loan rl { uding attorney a feet) which may arise by Ieesen of the execution of any such d a ,it I p incipaL held In Customer s account t Profit to Customer or deposit to Dust e i skmg or savings u utamar flan time but sub)eet To the I her provisions of this Agresti I proceeds redityd to 1 t Customer in any other fern end s b t I final payment and Customer harem cornea to rein utaa Bonk or f 's unable to obtain full and final pay, in the norms L course of business Bank shall art M M u accede until much ties as finally city ad funds are received by Bank 1~91iB1 Emeeuered to hot in ggjgggr a Behalf. Customer shall deeignute from time to hen Benk la ten obeslIf direatione approvals or comments as may be rcaul pal heiiun e in turn give Bank the Autha v to sot without such directive Opp oval m )rse t g w I oto L Jividual or individus s w 1 be unavailable for contact by h0 c in eddltin If Q S e e t c A v oel9 s it renewably expected to Lo t 1 table an a particular aceax thin the tine period e d t i If Bony shall hove the authority t act without the direction I or consent of the It n nnH 1 mrovided that prompt Mile* Is given to the Customer of such t n f lithe provided or rw , 1 dl Jual or individuals Is unavailable OP expected to be ugvollable ct the Bo ik o it mayor a dMer sI 1 to act and shall have the right nst to act until the designated Individ it jr i JI iJuf s e L t o ibis tr Conte t t s t fed Gush individual or Individuals shall have given dirntions approvals or r as fret be hereunder Vii f3ttr fry I II noeuri t106 or other property owned by Dmtsmer and hold by Be d mast be If rep I a srca e . ryolree none or a nomlnse of Bank's agents 'r o I ere 6 / k 11,19 1" nice is evidence that Securities, or other pr party listed is held at m it its at r by I d art, ribed an inn face of the Safekeeping rocelpt LVI till 6 L t able to Customer for any certificates lost due to theft or any error or omrkwls > h I We art at m 1 S mpto)ne or authorized representative of Bank Bank upon written et,eet shall r nigh C h l dth t r NII y or other Insurance covers,* to fulfill this obligation In ack i n to Its own fu I fa t s It a I dell no ell, for loss or dro"ge caused directly or indirectly by Inveslon insurrection riot IvR or o r x I or e t t (nVai or by order of any civil authority or other comes beyond the control of the Bank LDIP.,B011_411-1se enignt Insane generated from securities held by Bank under this Agreement shed be y11 el y or d dip,"ited or ,real ad to LuetrMr s demand deposit eCCOWt within five (S) work days after receipt thereof or rare It Aivu • therefore by at lk n tranemittel depaslt or credit of the investment Into" or credit therefore shell Identify the security that produced the i lent infdrestion to facilitate the originating accounting retry on the books of Customer D,L _ Any securities which have been sold by customs, shell be physically delivered after duo a is on or Off I s Amory settlement date recognlted In the security trading market LWRE cr funds owned by Customer and deposited by Bank under thin Agreement shell be pledBtd or hypothecated by so par shall Bonk be permitted to use such securities or funds for the benefit of Bank y „ 71 Bank A I Customer shell SOP" from time to time upon a fee schedule for Bank s services under this Agreement as bas r f lw i sod for all of Its reasonable expanses Incurred in coramotlon with Its duties Under this Agreement I Ba I, 1 I I I I to I ship under th It Agraament U oM of agency and Bank shell mot be damned a true te, but on Ly a cu r r e I~ ncO ow e1 of ail assets deposited with Bank elthaugh physically held by Baran The execution o Ins 1611 It in an) mxmlor r 44te the d6tlve s Iayanslbflittes of the Custemer's Board of ni f1 I"it ens for the Curt", i a?'a'71t_fA51.1fJ`ai1polpm Thls Agreement my be amended free time to time by written Instrument executed by Customer and Bank I I contfnu. I. t I terminated by thirty (00) days written mattes by either party or by OperatiM of low{ provided however th fan + ore Into W lank prior to receipt of t.rminatlno notice or actual notion of the event terminating the 9 s I aw Shall be binding upon Customer t 6 hirxt rN, ,greero,t e I he binding upon and endure to the benefit of Customer and Bert Ord the rospoctive sucoMSore d rarigne of Bern Opfd JIM I,& This Agre"ril shall be governed in accordance with the Lowe of the State of Texas sent re • this _ day of _.,.y ig_- by and between (the Customer ) and Bant ) e national banking eorporstion with Its principal place of business in Texas EXECUTED as of the day and year first written above 0 Bert i _ tfketmmer) ,iii - Return to rafikeepinq) Canary - Customer Copy