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
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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
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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%
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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___
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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
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spsmecpgitAi leuogtPP6
pred sKoaga;o lunowe milop pgol
sapniaw pled alep pue lunowe tagwnu dq pied s3laago s4si7
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swmogs dpntloe punoaae BmNoaga -Tnod sazt-TewwnS
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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;
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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
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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,
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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
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TABLE OF CONTENTS
PAGE
I
Introduction
II
Calendar of Events
2
III
Criteria for Evaluation
2
IV
Bank Questionnaire
3
V
Account Descriptions
3
3
A General
a
B 'Services and Fees
7
C Other Services
7
D Payment for Services
7
E Collected Funds Definition
F Super NOW Rates
VI
Collateral Requirements
7
A Securities Pledged
B
e Reporting Requirements
B
C Safekeeping Requirements
D Collateral Substitutions
B
E Maximum Amount Offered
B
F City to Handle Investments
9
G Safekeeping/Wire Services
9
H Interest Rates Paid - Certificates of Deposit
9
I Interest Rate Calculations
9
VII
Overdrafts
9
A Definition
9
B Terms
9
VIII
Other Stipulations
10
A Regulation Notices
10
a Wire Transfers
10
C Account Balances
10
D Bank Statements
10
E Might to Audit Records
10
F Financial Reports
10
G Term of the Agreement
10
H Investment Extension Period
30
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 Bide
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
CiRST S-A"E 5A K
BID 1534
REQUEST FOR APPLICATION FOR
BANK DEPOSITORY SERVICES
CITY OF DENTON, TEXAS
JULY 1993
BID OPENING DATE AUGUST 19, 1993
I. INTRODUCTION
The City of Denton is seeking applications from eligible financial institutions
( Bank") to be the banking services depository for public funds of the City
This agreement will not cover any investment transaction activities other than
safekeeping services and possible purchase of certificates of deposit within a
pre-defined limit The City plans to manage its own investment portfolio The
contract period will be two 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
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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
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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