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2004-031ORDINANCE NO. d~)0¢-t~*-~/ AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON DESIGNATING A DEPOSITORY FOR CITY FUNDS FOR A TERM BEGINNING MARCH 1, 2004 AND ENDING FEBRUARY 28, 2006; AUTHORIZING THE MAYOR TO EXECUTE A DEPOSITORY CONTRACT WITH BANK ONE AS THE PRIMARY DEPOSITORY; AUTHORIZING THE CITY MANAGER AND OTHER CITY EMPLOYEES TO TRANSACT BUSINESS WITH THE DEPOSITORY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Denton has notified all the banking institutions within the City its intent to receive applications for the performance of depository services and the custody of City funds for a term beginning March 1, 2004, and ending on February 28, 2006, with three possible one-year extensions of the Contract not to extend beyond February 28, 2009, in accordance with the requirements of Chapter 105 of the Local Government Code; and WHEREAS, the City of Denton has received an application for depository services from a banking institution desiring to be designated as the primary depository for both operations and payroll accounts and standard banking services as requested in the proposal; and WHEREAS, after such opening, the City Council found, on the basis of the bid application, that Bank One has submitted the application offering the most favorable terms and conditions to the City for the handling of such funds; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. Bank One is hereby selected and designated as the primary depository for operations and payroll accounts and banking and depository services beginning March l, 2004, and ending February 28, 2006, with three possible one-year extensions of the Contract through February 28, 2009, in accordance with Chapter 105 of the Texas Local Government Code. The Mayor, or in her/his absence, the Mayor Pro Tern, is authorized to execute a depository contract with Bank One, substantially in the form of the attached Contract. SECTION 2. The Contract, including ail attached exhibits, with said depository having its office and place of business in the City of Denton, Texas, shall be attached hereto and made a part hereof, and the same is hereby in all things approved and accepted. .SECTION 3. The following officials: Michael A. Conduff, City Manager; Kathy DuBose, Assistant City Manager for Fiscal & Municipal Services; Howard Martin, Assistant City Manager of Utilities; Jon Fortune, Assistant City Manager of Pul~lic Safety and Transportation Operations; and Diana G. Ortiz, Director of Fiscal Operations, are hereby authorized to transact business with the above listed institutions regarding daily banking transactions or investments for the City of Denton. SECTION 4. The City Manager is authorized to make the expenditure of funds and fees and take the actions as indicated in the attached Contract and exhibits. SECTION 5. The City Manager is authorized to extend the expiring contract with the current depository, Texas Bank, for up to 60 days to ensure services until the complete transition of services to the new depository. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the -~ffd. day of ~7~/2d~{~ ,2004. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, C1TY SECRETARY APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY Page 2 DEPOSITORY SERVICES CONTRACT STATE OF TEXAS § COUNTY OF DENTON § ARTICLE 1. SELECTION AND TERM Bank One, hereinafter referred to as "Depository" at 1200 W. University Drive, Denton Texas 76201, a bank located in the State of Texas and the deposits of which are insured by the Federal Deposit Insurance Corporation, was duly selected in compliance with the terms and provisions of Tex. Loc. Gov't Code Ch. 105, Tex. Loc. Gov't Code §131.903, Tex. Tax Code §6.09, and all other applicable laws, by the City Council of the City of Denton located in Denton County, Texas hereinafter referred to as "City" to serve as the depository of the funds of City. The action of the City Council was duly taken and the Depository is to serve pursuant to this Contract for a period of two years, beginning March 1, 2004 and ending February 28, 2006. Provided, however, that this Contract may be extended for up to three additional one-year terms at the request of the Depository and upon the approval of and sole discretion of the City through its City Council. Depository also agrees that the City shall have up to 60 days from the date the City Council designates it as the City's depository to transfer all municipal funds covered by this Contract from its current depository to Depository. Under no circumstances shall the term of this Contract extend beyond February 28, 2009 or the maximum term allowed by law. It may be sooner terminated by Depository's failure to adhere to all requirements of this Contract. ARTICLE 2. OBLIGATIONS OF DEPOSITORY A. The Depository shall pledge to the City and deposit in safekeeping and trust with another bank acceptable to the City approved security as defined or referred to in Tex. Loc. Gov't Code §105.031, et. seq. and the Collateral for Public Funds Act, Chapter Act, Chapter 2257 of the Texas Government Code, in an amount of market value sufficiently adequate to protect all funds of City on deposit with Depository during the term of this Contract, but not less than that required by Tex. Loc. Gov't Code Ch. 105, Tex. Gov't Code §2257.022, the City's Investment Policy, and all other applicable laws. Depository shall execute the Depository Pledge Agreement attached to this Contract as Exhibit "A" and made a part hereof as if written word for word herein. All deposits, including accrued interest, are to be fully collateralized in accordance with the above terms. Depository will be responsible for determining daily if the collateral is sufficient in accordance with this Contract, the Depositories for Municipal Funds Act, the Collateral for Pubhc Funds Act, and all other applicable laws. Pledged securities will be listed as an addendum to the Depository Contract in Exhibit "A". Pledged securities will be held by the Federal Home Loan Bank in joint custody with the City and the Depository. Provided further that: 1. The approved securities shall be of the kind defined or referred to in Tex. Loc. Gov't Code §105.031 and Chapter 2257 of the Texas Government Code and acceptable to the City, and the amount pledged shall be in a total market value as directed at any time by the City Council in accordance with standards acceptable to the City Council and as required by applicable laws. 2. The conditions of the pledge of approved securities required by this Contract are that the Depository shall credit the account(s) of City with the full amount or all State of Texas Warrants presented to Depository for the account of the City no later than the banking day next following the day of Depository's receipt of such warrants; that Depository shall faithfully perform all duties and obligations devolving upon Depository by law and this Contract, including specifically the duty to collect with diligence checks, drafts, and demands for money deposited with Depository; pay upon presentation all checks or drafts drawn on order of the City in accordance with its orders duly entered according to the laws of Texas; pay any time deposit or certificate of deposit of City in Depository upon maturity or after the period of notice required, and faithfully keep, account for as required by law; and faithfully pay over, at maturity or on demand, as City may elect, to any suc. cessor depository all balances of funds the City then has on deposit with Depository. 3. The pledge of approved securities required by this Contract shall be a continuing pledge, ceasing only upon the later of the termination of this Contract or the fulfillment by Depository of all of its duties and obligations arising out of this Contract (and a continuing security interest in favor of City shall attach immediately upon any such pledge to all proceeds of sale and to all substitutions, replacements, and exchanges of such securities, and in no event shall such coiatinuing security interest be voided by any act of Depository). But notwithstanding the foregoing Depository shall have the right, with the consent City, to purchase and sell and substitute or replace, any and all of the approved securities pledged pursuant to this Contract with other approved securities, provided that all of the other conditions of this Contract are adhered to by Depository, and such pledge shall be in addition to all other remedies available in law to City. 4. This Contract shall become binding upon City and Depository only upon approval by the City Council of the Contract and the application attached hereto. To the extent of conflict, if any there be, between this Contract and the application, Exhibit "B", and any of the attached exhibits, the terms of this Contract shall control. Nothing in the terms and conditions of the application (Exhibit "B"), including without limitation, any indemnity or venue clauses, shall control or reduce the obligations of Depository under this Contract, it being the intent of the parties that the terms of this Contract shall control and be binding over any conflicting provision in the exhibits. All conflicts in the exhibits shall be resolved in accordance with Article 2 A. 10 of this Contract. 5. Upon execution, Depository shall immediately furnish or cause to be furnished to City original and valid safekeeping or trust receipts issued by the bank holding the approved securities pledged pursuant to this Contract, marked by the holding bank on their face to show the pledge and market value as required above. City shall promptly furnish two executed copies of this Contract, photocopies of all such receipts, and photocopies of new receipts for substitutions and additions and written notice of deletion, when made, to Depository. 6. On the execution date of this Depository Contract the Depository agrees to pledge an amount that is equal to funds anticipated to be on deposit from day to day. 7. Any closing or failure of Depository, or any event deemed by City to constitute a closing or failure of Depository, shall be deemed to have vested full title to Page 2 all approved securities pledged pursuant to this Depository Contract in City. City is hereby empowered to take possession of and sell any and all of such pledged approved securities, to the extent not forbidden by law, whether in safekeeping at another bank or in possession of City, and City is specifically so empowered by Depository. 8. Depository agrees that it will act, and the City hereby designates Depository as its primary depository, with both parties agreeing that all funds herein shall be deposited and invested in compliance with all applicable local, state, and federal laWs including, but not limited to, the Depository for Municipal Funds Act, Chapter 105, §105.001-105.092 of the Texas Government Code (V.A.T.C.S.); the Collateral for Public Funds Act, Chapter 2257, §2257.001-2257.083 of the Texas Government Code (V.A.T.C.S.); the Public Funds Investment Act, Chapter 2256, §2256.001-2256.104 of the Texas Government Code (V.A.T.C.S.); the City Charter and Code of Ordinances of the City of Denton, Texas as amended; and the Investment Policy adopted by the City. It is also the intention of the parties hereto, in conformance with the above-mentioned laws, that the City shall remain at maximum flexibihty to invest its funds prudently to earn the highest rate of return consistent with the City's Investment Policy and all other applicable requirements of the law. 9. Depository shall, in return for the City depositing its funds in the Depository, provide professional banking services as an independent contractor for the charges as set forth in the Depository's application dated December 9, 2003, which application is attached hereto as Exhibit "B" and made a part of this Contract for all purposes. 10. Depository shall perform all those banking services set forth in Exhibit "A"; its application attached hereto as Exhibit "B"; and the City's Request for Applications for the Performance of Depository Services, which is attached hereto as Exhibit "C" and made a part of this Contract for all purposes. In case of conflicts between this Depository Contract and the aforementioned exhibits or in case of a conflict between such exhibits, the conflict will be resolved as follows: First, this Depository Contract controls over all exhibits; second, Exhibit "A" controls over Exhibits "B" and "C"; third, Exhibit "C" controls over Exhibits "B". 11. Depository shall (a) keep the municipal funds covered by this Contract, (h) perform the duties and obligations imposed on the Depository by law and under this Contract, (c) pay on presentation all checks drawn and personally payable on a demand deposit account with the Depository, (d) pay all transfers properly payable as directed by the designated employee or officer chosen by the city, (e) provide and maintain security at the level required by Tex. Gov't Code Ch. 2257, and (f) account for municipal funds as required by law. B. Depository warrants that each computer, hardware, software, and firmware product or equipment utilized by Depository to deliver financial and depository services under this Contract shall be able to accurately process date data (including, but not limited to, calculating, comparing, and sequencing) fi.om, into, and between the twentieth and twenty-first centuries, including leap year calculations, when used in accordance with the product documentation provided by Depository, provided that all other interfaces (e.g., hardware, sofm'are, firmware) used in combination with such product properly exchange data with it. If this Contract requires that the Depository's equipment or products must perform as a system in Page 3 accordance with the foregoing warranty, then that warranty shall apply to Depository's products and equipment as a system. The duration of this warranty and the remedies available to the City for breach of this warranty shall be as defined in, and subject to, the terms and limitations of Depository's standard commercial warranty or warranties contained in the contract(s), provided that, notwithstanding any provision to the contrary in such commercial warranty or warranties, the remedies available to City under this warranty shall include repair or replacement of any Depository-utilized product or equipment whose non-compliance is discovered and made known to Depository in writing and Depository, in accordance with Article 6 hereof, shall indemnify City against losses caused by any breach of this warranty. Nothing in this warranty shall be construed to limit any rights or remedies the City may otherwise have under this Contract with respect to defects other than Year 2000 performance. ARTICLE 3. ADDITIONAL SECURITY Subsequent to the execution date of this Contract, should the amount of deposit exceed that which is initially pledged, said amount will be increased, and the safekeeping receipts of the additional securities will be provided in accordance with Paragraph A(5) of Article 2 herein. ARTICLE 4. ADDITIONAL DEPOSITORIES This Contract shall be non-exclusive and the City reserves the right to designate secondary or additional depositories and to, if necessary, enter into Depository Agreements for other City funds with other banks in Denton County or adjacent counties whenever the interests of the City may demand. The City also reserves the right to contract with other financial institutions under separate contract if the City determines that additional financial services are necessary in the administration, collection, investment, and/or transfer of municipal funds. ARTICLE 5. LEVEL OF COMPETENCY Depository and its officers and employees performing services hereunder agree that in the performance of these depository services, they shall be responsible to the level of competency and shall use the same degree of skill and care as presently maintained by other practicing professionals performing the same or similar types of work in the State of Texas. ARTICLE 6. INDEMNIFICATION Depository shall indemnify and hold harmless the City, its officers, agents, and employees from loss, damage, liabihty, or expenses on account of any claims, damages, or injuries, whatsoever to all persons including employees of Depository and City, including without limitation breach of the Year 2000 Warranty set forth in Article 2.B., which may arise from any negligence, error, or omission in the performance of this Contract on the part of Depository or any breach of its obligations or duties under this Contract, and Depository shall defend, at its own expense, any suits or other proceedings brought against the City, its officers, agents, and employees, and shall pay any expenses to satisfy all judgments or losses whatsoever which may be incurred or rendered against them or the City. Page 4 ARTICLE 7. EXHIBITS All exhibits attached to this Contract are considered to be integral parts of same, and Depository will fully comply with the terms and conditions of same. ARTICLE 8. VENUE For purposes of determining venue and the law governing this Contract, services performed under this Contract are performed in the City and County of Denton, Texas. Any suit or dispute regarding this Contract shall be decided and settled in a court of competent jurisdiction sitting in Denton County, Texas. ARTICLE 9. COUNTERPARTS This Contract may be executed in any number of counterparts, and each such counterpart shall be deemed for all purposes to have the same effect as if all parties to this Contract had signed one and the same signature page of this Contract. ARTICLE 10. TERMINATION A. The City and Depository shall, as a matter of right without necessity of default on the part of City or Depository, terminate this Contract at any time by giving the City or Depository 90 days prior notice in writing. Should Depository default in any of its obligations to City under this Contract, City shall give Depository notice of default in writing, and Depository shall have 30 days from receipt of the notice to correct the default. If Depository fails to remedy default within this time, City, at its sole option, may cancel this Contract and Depository shall be fully responsible to pay City any and all damages caused by its default. Depository shall be paid for all services satisfactorily performed in accordance with this Contract up to date of any termination hereunder. Depository's filing of a petition in bankruptcy or being declared insolvent by a federal bank regulatory agency shall be considered a material breach of this Contract. Nothing herein shall deprive City of any other remedies in law and equity to enforce the terms, conditions, and obligations of this Contract including, but not limited to, instituting suit for damages or, in the alternative, specific performance of this Contract. B. In the event of termination, Depository shall fully cooperate with the City to transfer all municipal funds to the new depository designated by the City. ARTICLE 11. NOTICES All notices required under this Contract must be given by certified mail or registered mail, addressed to the proper party, at the following addresses: CITY: DEPOSITORY: Mike Conduff, City Manager City o f Denton 215 E. McKinney Denton, Texas 76201 Bank One Randall McDonald 1200 W. University Drive Denton, Texas 76201 Page 5 Either party may change the address to which notice is sent by giving the other party notice of the new address in the manner provided in this section. ARTICLE 12. ASSIGNMENT Depository shall not assign any interest in this Contract and shall not transfer any interest in this Contract (whether by assignment, novation, or otherwise) without the prior written consent of the City thereto. ARTICLE 13. BINDING EFFECT This Contract shall be binding upon and enure to the effect of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns where permitted by this Contract. ARTICLE 14. ENTIRE AGREEMENT This Contract and the attached exhibits constitute and express the entire agreement between the parties and shall not be amended or modified except by written instrument signed by both parties. ARTICLE 15. AUTHORITY TO CONTRACT Depository hereby does represent to the City that its officer or officers who have executed this Contract have full and complete capacity and authority to execute a binding Depository Contract which is effective, for all purposes, as to all services to be provided and all terms and obligations under this Contract. ARTICLE 16. DUPLICATE ORIGINALS This Contract is executed by the City and the Depository in three copies, all of which shall be deemed originals. IN WITNESS of which this Contract has been executed on this the 1st of February, 2004 by the duly authorized officers of Depository and City. CITY OF DENTON: By: f/~/~ Name (Print): Euline Brock Date: ,~/~/~2 t7~ Title: Mayor Address: City of Denton 215 E. McKinney Denton, Texas 76201 Page 6 ATTEST: JENNIFER WALTERS, CITY SECRETARY APP D AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BANK ONE AUTHORIZED SIGNATURE Name (Print): Title: 1o~.~ ;~..q/__ Page 7 EXHIBIT "A" CONTINUING DEPOSIT SECURITY AGREEMENT THIS AGREEMENT is entered into as of this __.day of ,200 __, by and between the ("Customer"), and Bank One, NA, main office Chleago, Illinois ("the Bank'). RECITALS A. From time to time Customer, for investment and business purposes, makes deposits of money with the Bank; and B. Although such deposits are generally eligible for FDIC insurance coverage, such coverage is limited for the funds of each public unit, as that term is defined by applicable law. C. In consideration of the deposits made by Customer with the Bank, Customer and the Bank desire to enter this Agreement granting Customer a security interest in certain Coil ateral hereinafter defined to afford Customer greater protection. NOW, THEREFORE, in consideration of the Customer's depositing its funds with the Bank and as security for the repayment of those deposits, the pa[ties agree as follows: 1. OBLIGATIONS. The obligations subject to this Agreement, hereinafter referred to as "Obligations", are the accounts held in the following name: 2. GRANT OF SECURITY INTEREST - COLLATERAL. To secure the Obligations described above, the Bank hereby grants to the Customer security interest in and assigns and pledges assets, hereinafter referred to as ("Collateral"). The Bank represents that its Board of Directors has passed a resolution authorizing and approving the execution and delivery of contracts with the United States, individual states, and any political subdivisions thereof ("Public Units") providing for the deposit of public funds with the Bank and the pledge of collateral by the Bank to the Public Unit and further authorizing and approving the execution and delivery of all related contracts between the Public Units and the Bank, including without limitation, assignments, pledge agreements and security agreements; that such resolution is reflected in the Minutes of the Bank's Board of Directors; and that a copy of this Continuing Deposit Security Agreement shall be maintained as an official record pf the Bank. LOCATION OF COLLATERAL. The Bank agrees to deliver and place the Collateral with the Federal Reserve Bank, hereinafter referred to as "Trustee", as a book entry item in the name of the Customer as the secured party. Page 1 of 4 Evidence of such transaction will be forwarded to the Customer immediately after the transaction occurs, in no event later than one (1) week from the execution of this Agreement. BANK REPRESENTATIONS, WARRANTIES AND PROMISES. The Bank further represents, warrants and agrees: a) The Bank has full power and authority to enter into this Agreement. b) The Bank is the owner of the Collateral, or if the Bank is not the owner, the owner has agreed to execute a Hypothecation Agreement granting a security interest in the Collateral in consideration of the Customer's deposits. o) The Bank agrees that the total aggregate market value of the Collateral pledged to the Customer, pursuant to this Agreement, shall be continually maintained at the amount equal to or greater than the Obligations of the Bank to the Customer which exceed the sum of the Federal Deposit Insurance Corporation's Insurance limitation. Customer shall notify Bank of significant changes in the amount of Customer's deposits, at which time Bank will pledge additional or release excess securities. (Bank will voluntarily monitor the market value of pledged sec urities on a daily basis.) d) If the Bank shall desire to sell or otherwise dispose of any one or more of the securities constituting part of the Collateral deposited with the Trustee, it may substitute for any one or more such securities other securities of the same current par and of the character authorized herein. Such right of substitution shall remain in full fome and may be exercised by the Bank as often as it is desired; provided, however, that the aggregate market value of all Collateral pledged hereunder shall be at least equal to the amount of Collateral requir ed hereunder. e) The Bank shall be entitled to income on securities held by the Trustee, and the Trustee may dispose of such income as directed by the Bank without approval of the Customer, provided a breach of contract does not exist. f) This Agreement will continuously, from the time of its execution, remain part of the official records of the Bank. EVENTS OF BANK DEFAULT. The Bank shall be in default under this Agreement upon the occurrence of any one or more of the following events or conditions which continue to exist for a period of ten (10) days after Customer has served the Bank with a notice generally describing said defaults: a) Failure to comply with any of the requirements of Subparagraph 4 above or any other provisions of this Agreement: b) Non-payment of any of the Obligations when due or non-performance of any promises made by the Bank in this Agreement: c) Insolvency of the Bank Page 2 of 4 d) The appointment of a receiver for any part of the Bank. RIGHT OF CUSTOMER UPON BANK'S DEFAULT. In the event Of a default by the Bank, in addition to all the rights and remedies provided in Article 9 of the Uniform Commercial code and any other applicable law, the Customer may (but is under no obligation to the Bank to do so) sell, assign and deliver the whole, or any part of the Collateral or any substitutes thereof or additions thereto, in a commercially reasonable manner and with dght to purchase the Collateral at any public sale. Out of the proceeds of any such sale Customer may deduct its actual damages and reasonable costs and expenses of sale incurred as a result of Bank's default, accounting to Bank for the remainder, if any, of such proceeds or collateral remaining unsold. 7. CUSTOMER REPRESENTATIONS, WARRANTIES, AND PROMISES. Customer further represents, warrants and agree s: a) Customer has full power and authority to enter into this Agreement. b) Customer will comply with the terms of any other agreements it may have with the Bank which govern the Obligations. In the event that Customer fails to comply with any of its promises herein, or any of its representations is untrue or any of its warranties is breached, or if any of the Obligations are subjected to service of process, includinq but not exclusively, a writ of execution, then Bank may immediately terminate this Agreement. LAW GOVERNING. This Agreement and the rights and obligations of the parties hereunder shall be construed and interpreted in accordance with the laws of the State of T~..~ ¢-,.5 applicable to agreements made and to be wholly performed in such state. TERMINATION OF THE AGREEMENT. Customer or the Bank may terminate this Agreement by giving written notice of termination to the other party which notice is effective when received by the other party. The rights and liabilities of the parties under this Agreement survive any termination of the Agreement until all Obligations have been satisfied in full. 10. NOTICES. All notices and other communications shall be sent to the CUSTOMER: Name: Address: City/State: BANK: Name: Address: Bank One, NA, Chicago, Illinois City/State: Page 3 of 4 11. ASSIGNS. This Agreement and all rights and liabilities hereunder and in and to any and all Collateral shall insure to the benefit of Customer and the Bank and their respective successors and assigns. No portion of this Agreement may be assigned without the expressed written consent of the other party, and any assignment must comply with all provisions of Paragraph 4c. IN WITNESS WHEREOF the parties have signed this Agreement as of this day and year first above written. CUSTOMER: List of Accounts: BY: Title BANK: Bank One~ NA, Chicaqo, Illinois BY: Title Page 4 of 4 Pledgee Agreement Form To: Federal Reserve Bank of Boston 600 Atlantic Avenhe PO Box 2076 Boston, MA 02106-2076 Attn: Joint Custody Date: We, the agree to the terms of Appendix C of your Operating Circular 7, dated July 12, 2002, as it may be amended from time to time with respect to the account on your books designated (account number) We further agree that you may accept securities from the Pledgor as a replacement of, or in substitution for, those securities presently held (please check one): [~'~ with prior approval ~] without prior approval provided that the replacement or substitution does not reduce the aggregate par amount of securities held in custody for us. (See Operating Circular 7, Appendix C, Section 4.3.) We authorize you to use the following call-back procedure for securities transactions pertaining to this account (please circle one): Three-party call-back [-~ Four-party call-back We certify that the individuals listed below may take authoritative action on our behalf with respect to the account, including a direction to release collateral from the account. You may rely on the authority of these individuals with respect to the account until we otherwise notify you. tint Name) (Title) (Signature) (Date) (email) (fax) Telephone rint Name) (Title) (Signature) (Date) (email) (fax) Telephone rint Name) (Title) (Signature) (Date) (email) (fax) Telephone rint Name) (Title) (Signature) (Date) ((email) (fax) Telephone dnt Name) (Title) (Signature) (Date) (email) (fax) Telephone REV 12/2002 Pledgee Agreement (page 2 of 2) The Undersigned hereby certifies that he/she is the present lawful incumbent of the designated public office. Pledgee Name of governmental unit Street Address or P.O Box Number City, State, Zip Code Official Signature/Date Printed Name and Title State of Notary County of On this day of he/she resides at State of ,200_ before me personally appeared , to me personally known or satisfactorily proven, who by me duly sworn, did depose and say that , in the City of , in the , that he/she is the .[Title] of and that he/she executed this document on behalf of before me. (Signature of Notary) (Print name of Notary) My commission expires on [Date] REV 12/2002 CITY OF DENTON BANK BID FEE SCHEDULE December 2003 Monthly Fee Per Total Monthly Activity Item Fee 6 10.000 60.00 9oo o.ooo o.oo 450 0.750 337.50 450 0.100 45.00 25,000 0.045 1125.00 3,500 0.100 350.00 6 15.000 90.00 5,037 0.060 302.22 6 15.000 90.00 3,500 0.060 210.00 ~; o.ooo o.oo 30 5.000 150.00 550 0.100 55.00 50 6.000 300.00 2 12.000 24.00 5 0.100 0.50 1 50 0.000 0,00 1 0,000 0.00 10 10.000 100.00 ~ 20.000 40.00 1,260 0.060 75.60 2 40.000 80.00 1 0.000 0.00 $3,824.82 13 0.000 0.00 10 2.750 27.50 13 12.000 156.0C 25 0,000 O.OC $183.5~ CITY OF DENTON BANK BID FEE SCHEDULE December 2003 ~ ~ ~ ~ ~,~i;~ ~L~:_ ~ ~`' Monthly Fee Per Total Monthly ENH~CED,~A, NKING$1~ Vi~S ~,~~ ~ ~EdO'(~t~ ~e ~a~); ~[ ~[~ :~ . 3,500 0.050 175.00 ~ FI~ ~mnsm~s~ n ~ >, -, 3,500 0.060 210.00 ....... ~ ~ ...... 25 1.500 37.50 ;:Che~ I~g ng~"; '~' ~¢~ ~' ';' ~ 3,500 0.030 105,0C ':~o~l~Enhan~,Banking S~ ~ ~',~::~ ~.: ~ ~,[~ :~ . 2 100.000 200.00 ~ q ~nsml~ ~,per I~m~ ,~ ~: 26,500 0.000 0.00 ~;~,~m~on ~ ~ ;~ ~ ,~: ~ o.ooo o.oo ~?Tr~n Main~ ~ 25.000 25.00 M~in~a~D-Rom ~ . : ~ , ~!~Paymeet:ReJ~on ~ ~ ~;~ lOO 0.250 25.0e Pr~sslng~F~/DIs~qnt~E~7,~ : :[~, :: $608,708 1.74% 10,591.52 ..... ~:~ ' 7,249 0.000 0.0[ :~o~;~u~,Fee ~ :~: I 0.650 0.6~ CITY OF DENTON BANK BID FEE SCHEDULE December 2003 Approx. Monthly Actlvl~ Fee Per Total Monthly tern Fee $3,825 184 633 $4,64~ $6,965 11,572 $18,53~ $23,17~8 $45,898 2,202 7,590 $55,69~ $83,580 138~866 $222,446 $278,136 EXHIBIT "B" 4NK ON£ 1200 W. University Dr. Denton, TX 76201 December 9, 2003 Mr. Tom Shaw Purchasing Agent 901 -B Texas Street Denton, Texas 76209 RE: City of Denton RFP #3120 De~Mr. Shaw: Thank you for the opportunity to submit the enclosed proposal for baalcing services. This letter shall serve as our commitment to provide the requested services contained in the RFP #3120, as amended with 21 pages. Sincerely, Randall McDonald President 940-381-7425 REQUEST FOR PROPOSAL FOR DEPOSITORY SERVICES FOR SUBMITTED BY: BANK'~ONE. DECEMBER 9, 2003 DEPOSITORY AGREEMENT REQUEST FOR PROPOSAL CITY OF DENTON, TEXAS NOVEMBER 24, 2003 BID 3120 OPENING DATE: December 9, 2003 Page 1 of 21 NOTICE TO BIDDERS Sealed proposals submitted in triplicate will be received by the City of Denton, Texas at the office of the Purchasing Agent at 901-B Texas Street, Denton, Texas 76209 prior to 2:00 p.m. on December 9, 2003, then publicly opened to purchase the following listed items as per bid instructions and specifications. RFP # 3120 - REQUEST FOR APPLICATION FOR BANK DEPOSITORY SERVICES Qualified prospective bidders may obtain copies of the Request for Proposal with information at the office of the Purchasing Agent, located at 901-B Texas Street, Denton, Texas 76209 in the Purchasing/Warehouse portion of the Service Center complex. The City of Denton, Texas reserves the right to reject any and all bids and to waive defects in bids. No officer or employee of the City of Denton shall have a financial interest, direct or indirect, in any contract with the City of Denton. Minority and small business vendors or contractors encouraged to bid on any and all City of Denton projects. CITY OF DENTON (940) 349-7100 TOM D. SHAW, C.P.M. PURCHASING AGENT This advertisement to run on November 24, 2003 and December I, 2003. Page 2 of 21 I. INTRODUCTION The City of Denton is seeking applications from eligible financial institutions ("Bank") to be the banking services depository for public funds of the City. This agreement will not cover any investment transaction activities other than safekeeping services and possible purchase of certificates of deposit within a pre-defined limit. The City plans to manage its own investment portfolio. The contract period will be two (2) years beginning March 1, 2004 and ending February 28, 2006, with a provision for a one (1) year continuation up to three (3) additional years under the same terms and conditions of the contract, subject to the mutual agreement of both parties. The contract will also provide for an extension period not to exceed ninety (90) days for the transition to the new Bank depository. At the outset, the City wishes to communicate the primary objectives of the depository agreement, an important component of the overall treasury and debt management program of the City of Denton: · To seek a Bank that is both capable of providing comprehensive banking services, and willing to be attentive to the City's money matters. · To maximize the total dollars earned by the City on investment monies in order to be prudent and effective custodians of the taxpayers' financial resources; · To maintain a good working relationship with the depository Bank; and · To adequately compensate the depository Bank for services provided to the City and to allow a reasonable profit to be earned, subject to competitive forces in the market place. · To fully comply with the requirements of Texas Local Govemment Code Chapter 105, as amended. This Request for Proposal (Bid) is intended to serve as the proposal form for the depository agreement. There are several blanks to fill in and questions to be answered. Any alterations, changes, or deletions to this Bid may be reason for the City to disregard and reject the proposal. Any terms in this Request for Proposal which are in conflict with Chapter 105, as amended, of the Texas Local Government Code shall be deemed superseded by such chapter. Conflicts discovered between this RFP and state law by a bidder should be notes in such bidder's proposal form. Bidders will be required, if awarded the depository agreement bid, to execute the documents attached as Exhibits A, B, and C, unless bidders note in their bid exceptions to the terminology in such exhibits. City will disregard any exceptions which conflict with Chapter 105 referenced above. All points outlined and materials requested will be incorporated into the bidder's reply to be considered for evaluation. Attachments will be appropriate in order to answer some of the enclosed questions. Questions regarding this Bid may be addressed to: Purchasing Agent, c/o City of Denton - Purchasing Department, 901-B Texas St., Denton, TX 76209; FAX 940-349-7302. II. CALENDAR OF EVENTS ~ arget Date Description of Events Page 3 of 21 ember 24, 2003 November 24- December 1, 2003 December 9, 2003 December 17, 2003 February 7, 2004 March 1, 2004 Bid sent to all banks located in Denton and those outside the city limits that requested a copy Advertise Bank depository notice in local newspaper Receive proposals from interested banks Review recommendation with the Investment Committee City Council to award contract 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 best on behalf of the City and the taxpayers. The following areas will be considered in the evaluation of the proposals: CRITERIA · Ability to perform the requested services · Lowest aggregate cost of banking services · Agreement to points outlined in this Bid and Contract · Financial condition & ability to meet collateral requirements · Safekeeping/collateral agreements accepted · Quality of all repons requested WEIGHTED PERCENTAGE 30% 20% 15% 15% 10% 10% Bo In order to be considered, the depository must be a federal or Texas-chartered bank. provide the following information: 1. The amount of paid-up capital stock and permanent surplus for the depository. 2. Audited financial statements for the most recent reporting year. Each proposal must Page 4 of 21 3. A list of the depository officers. 4. A list of the depository directors. 5. Ratings on outstanding debt. 6. Proposed wire transfer agreement/contract. 7. Sample account analysis and monthly bank statement (must show city requirements IX.B & E). 8. Availability of funds schedule. 9. Proposed collateral agreement. 10. Proposed custody/security safekeeping agreement. 11. Any additional contracts or agreements requiring City approval (ACH, Credit Card Processing, Lockbox etc.) 12. RFP documents including fee schedule. 13. Daylight overdraft policy. 14. Reference list of agencies currently using your institution's lock-box services. 15. Sample daily lock-box transmission reports. 16. Sample monthly lock-box activity reports. All RFPs must include a completed fee schedule in the form provided. Only the charges listed in Section iV: B. Services and Fees will be acceptable in the monthly account analysis. Once selected as the City's Depository, no additional or increased fees for services in the fee schedule may be charged to the City during the initial two (2) year contract period. An account analysis must be forwarded to the City each month for review. Upon review and any necessary corrections, the City will authorize a debit to its General Account. Under most cimumstances, the review should be completed in five (5) business days. No interest or other late charge payment shall ever be due. Charges for services requested after award of contract will be mutually- agreed upon. Services may be modified by mutual agreement. It is expected the range of services described in this RFP will be used for the length of the contract; however, the City may discontinue any service after sixty (60) days written notification to the depository. Services may also be added, with costs of new services to be negotiated at that time. IV. BANK QUESTIONNAIRE The Bank is requested to thoroughly answer the following questions. Additional pages may be appended if space is inadequate. How is the Bank chartered? Bank One in Texas is a wholly-owned subsidiary of Bank One, N.A. What percent of current loans are classified as non-performing? 2.52% as of yearend 2002. Does the Bank have any significant problems noted by regulatory agencies in the past twenty-four (24) months? If "yes", please explain. None exist. Indicate the Bank's capital to assets ratio for the last five (5) years. 1998-7.8%; 1999-7.49%; 2000-6.87%; 2001-7.5%; 2002~8.1% What was the Bank's 2003 tatum on assets (ROA)? Page 5 of 21 L 1.25% as of yearend 2002. Attach copies of the Bank's most recent FDIC (UPBR) call reports. These are included in Exhibit A. Is the Bank a branch bank or will it soon become a branch bank? No. ff so, please indicate which services will be provided from the Bank's present location and which will be provided from the main Bank. Also, please indicate service location throughout the proposal where applicable. V. ACCOUNT DESCRIPTIONS A. General The City intends to establish the following Bank accounts: Account Name Type Employee Claims Account Operating Account Sinking Account Payroll Account Concentration Account CDBG Account Zero-Balance Account Zero-Balance Account Zero-Balance Account Zero-Balance Account Super Now Account Zero-Balance Account · City reserves the right to open or close any number or type of accounts throughout the period if necessary although no changes are anticipated. Page 6of21 k 3ervices and Fees The service which should be made available to the City include but are not limited to the following: TOTAL FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 1. $10.00 6 accounts $60.00 2. $15.00 prior day 6 accounts $90.00 $00.06 per item 5,037 (est.) $302.22 $15.00 cum day 6 accounts $90.00 $00.06 per item 3,500 (est.) $210.00 3. $00.75 450/month (est.) $337.50 $00. i0 450/month (est.) $45.00 4. $00.045 25,000/month $1,125.00 5. $00.10 3,500/month $350.00 6. $5.00 30/month $150.00 7. $6.00 50/month $300.00 8. $12.00 2/month $24.00 9. $00.10 5/month $00.50 $00.10 550/month $55.00 10. $20.00 2/month $40.00 11. $10.00 10/month $100.00 12. *No Charge 150 books/mo. $0.00 13. No Charge 1/box $0.00 i0. No Charge 4 hrs./month $0.00 11. $75.00 1 account $75.00 Account Maintenance Cash Management System (computer reporting system which lists previous and current day balances, debits, credits, averages, and check presentments for all accounts) Deposit tickets (credit posting)-branch Deposit tickets (credit posting)-electronic (wire, ACH, lockbox) Items deposited (encoding) Items paid (debit posting) Incoming wire transfer by computer Outgoing Wire by Cash Mgt System Outgoing Wire by Phone Outgoing Wire by ACH transfers Incoming Wire by ACH Transfers Stop Payment by phone Stop Payment by Cash Mgt System Deposit slips printed (serialized & coded by location) Safe deposit boxes (10xl0) Research hours Controlled disbursement service charge (per item chg. incl. in #$) Page 7 of 21 t2. $2.50 13. $2.00 14. No Charge No Charge **No Charge **No Charge No Charge $ 2.75 $ 12.00 15. $40.00 $00.06 $2.00 $10.00 16. $00.00 $30.00 $15.00 17. $00.05 $00.06 18. No Charge $1.50 60/month 120/month 1 account 13/month 12/month 10/month $320 million 13/month Bi-weekly Payroll 1/month 1,654/month Quarterly 3,500 3,500 3,500 ***3 $150.00 $240.00 $o.oo $o.oo $o.oo $o.oo $o.oo $2.75Perreceipt $156.00 $40.00 $99.24 $00.00 $30.00 $15.00 $175.00 $210.00 $oo.oo $4.50 Return items Return items mcleared Securities cleating and safekeeping a) Maintenance charge b) Receipts deposited c) Receipts withdrawal d) Coupon collections e) Safekeeping of assets, per receipt f) Book-entry security transfers via Federal Reserve, per transaction Fees for direct deposit services for employees (1,260 employees, total payroll = $1,300,000), (66% usage) Tape charge - Net ACH Monthly Maint b) Credit/debit posting c) Other (list each specific charge) ACH Retums/NOC ACH Deletions/Reversals Check Clearing Service a) Software charge b) Quarterly CD-ROM Charge c) Other (list each specific charge) Additional CD-ROM Partial Account Reconciliation Full Account Reconciliation Positive Pay Processed Rejections (Positive Pay Exceptions) Page 8 of 21 TOTAL FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 19. $00.03 3,500 $105.00 $30.00 I $30.00 20. * 2 Si~s Bank One respectfully declinesto bid on this atthistime. Check Imaging Monthly/Quarterly Disk Automated Teller Machines · * For initial order of two year supply, for each account, with location indicators. · **If Banc One Capital Markets utilized. · ***Estimated volume reduced from 500 to 3 to more accurately reflect the exception percentage experienced by most Bank One's customers using Bank One's definition of an exception. (see enclosed Positive Pay exception definition) 21. List any other applicable Bank charges: Please refer to Exhibit I for other available Treasury Management services; Safekeeping services in Exhibit L, and Paymentech charges in Exhibit N. Under a straight fee arrangement with the Bank, analysis charges would be debited to the control concentration account and an analysis fee statement will be mailed to the City each month. Under a compensating balance method, all accounts would be tied to a main account and collected balances would be maintained to offset service charges. Also note, that estimated volume above are projections based on current annual volumes. C. Automatic Payroll Deposit is a service the City offers its 1,260 employees. The Bank would be required to produce bi-weekly payroll transfers furnished by the City in ACH format for the transfer of funds directly to the employee bank, savings and loan, or credit union account. Please state the Bank's procedure for this service and list appropriate cut-off times that would apply. The City's net payroll is approximately $1,300,000 each pay period. State whether the Bank would offer any type of special checking, money market, or loan account for the City employees. The Direct Deposit service allows you to automatically disburse scheduled payments such as payroll, dividends or annuities. Both your corporation and the individual receiving the payment realize many benefits. Your employees or customer authorize you to automatically credit their bank account(s). You provide Bank One with the payroll or payment information, which includes the payment amount, the account number and routing transit number of each recipient's bank. This information is submitted by transmission. Bank One transmits the information to the ACH network. The ACH transmits the entries to your employees'/customers' financial institutions. On settlement day, each recipient's account is credited, and the total of these separate credits is debited from your funding/disbursement account at Bank One. Although Bank One will accept files up to 10:00 p.m.E.S.T., we strongly recommend you send the files as early as possible to allow for recovery in the event of processing problems. If the City employees utilize direct deposit, a free checking account will be offered to them. Page 9 of 21 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 collateraiized or insured certificates of deposit, that the City could utilize daily as an investment alternative? If so, please explain the fund's parameters and interest earnings history or attach a separate prospectus. Bank One offers two sweep account options: a Repurchase Agreement and a U.S. Treasury Money Market fund sweep. The funds' parameters, interest earnings history and a separate prospectus are all included in Exhibit J. Automated Teller Machines (ATM) The Bank will install and maintain ATM units at the following locations: · Denton Municipal Complex, 601 E. Hickory · Water Works Park, 2400 Long Road The City agrees to furnish a lighted, inside location and sufficient electrical power for each machine installation. Note: The City of Denton reserves the right to remove this section from consideration in the award process and to re-bid an award under a separate cover. Bank One respectfully declines to bid on this at this time. Lockbox The City desires lock-box services for the purpose of collecting and processing the City's utility and property tax revenues. The City separates utility bill collections and tax collections into (2) divisions because of their unique needs and record keeping constraints. Services and Fees: FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 1. Lock-box Services $00.23 $00.25 25,000 payments $5,750.00 100 payments $25.00 $00.23 1,500 payments $345.00 $00.03 1,500 payments $45.00 Utility Payment Processing (12 months of service) Utility Payment -Rejection (Flag accounts for Payment Rejection-"Cash only" customers) Avg Tax Payments Processing (Oct thru March Only) Avg. Electronic Image of Tax Payments (Oct thru Mar) -Checks Only Page 10 of 21 See note below 1,500 payments Avg Electronic Image of Tax Payments (Oct thru Mar) - Correspondence & Envelopes Image capture being provided only for checks and OCR documents. To capture and provide images of other materials (correspondence & envelopes) would require that the remittances be processed as wholesale lockbox items and a significantly higher cost. The City of Denton's choice was to forego imaging of other documentation and remain a retail lockbox. 2. List any other applicable Bank charges: $250.00 2 (Utilities & Tax) $500.00 $100.00 2 (Utilities & Tax) $200.00 $25.00 2 (Utilities & Tax) $50.00 $00.21 $25.00 $25.00 $00.03 $00.03 $10.00 1 (Tax) $25.00 1 (Tax) $25.00 $10.00 Lockbox monthly maintenance Transmission (per month/box) Courier Mail Preparation (per month/box: freight fee charged directly to City of Denton account with chosen courier) Multiples and Correspondence Image Capture Maintenance (per month) Image Transmission Maintenance (per month) OCR Doc Image Processing Image Transmission Record (per image) Walk-In Deposit (surcharge per remittance received via method other than First Class Mall) Cash Processing (surcharge per handling of cash remittances) Please refer to Exhibit I for other available Treasury Management services. NOTE: The following requirements must be met for full consideration. The provider must obtain two (2) post office boxes: one for utility payments and one for tax payments at the City's expense. The provider must be capable of processing approximately 25,000 pieces of mail per month, with a seasonal increase at tax time, up to 33,000 pieces. Processing includes: retrieving mail from post office, opening all correspondence, balancing contents, direct deposits to the City's bank account, transmitted updates/posting to the City of Denton customer accounts. Page 11 of 21 · The provider must notify the City of all miscellaneous correspondence received through lock-box (i.e, address changes, payment extension requests, etc). · The provider must submit daily and monthly reports, indicating the number of pieces received and the total revenue deposited for utilities and tax. · The provider must transmit data and images electronically, on a daily basis, by 1:00 p.m., in order to expedite cash flow and customer updates. · The provider must return the tax payment envelopes from January 31st through March 31st. G. Credit Card Services - The City desires credit card services for the purpose of collecting credit card payments for 17 remote sites and 4 intemet sites. The T7P Hypercom terminals are used in all seventeen remote sites. Skipjack operates as the internet gateway for the 4 intemet sites. TOTAL FEE CHARGES/ EST]MATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 1. $0.00 21 Merchant accts $0.00 Account Maintenance 2. 1.74% 3,895 units/per month $10,591.52 Total Volume or $608,708/per month 3. $10.00 94 units/per month $940.00~ Total Chargebacks or $1,404/per month The following requirements must be met for full consideration. · AAVS and CVVI verification is required. · Payment processing not to exceed forty-eight hours. H. Payment for Services The City intends to pay for all account services provided by the Bank as set forth in Section V. B. The method expected to be used for the payment of these services is the direct payment method. The Bank should debit the appropriate account on a monthly basis. The City will require an account analysis each month which will clearly show volume counts, fees charged, and total price for servicing the account. The account analysis should also show average ledger balances, average uncollected funds, and average collected balances, interest rates and the amount of interest paid or credited to the account. These fees are not subject to change for the length of this account. Please submit a sample of the monthly account analysis statement that will be provided and paid monthly. Please submit a sample of the safekeeping account analysis. All safekeeping services for the City's investments are included in the account analysis. A sample statement is included in Exhibit D. I. Collected Funds Definition The City desires to receive same day credit for all funds deposited by 3:00 p.m. The funds should be investable for any investment transactions that can be executed. If not invested, the funds should earn interest at the rate Page 12 of 21 being paid for Super NOW accounts. Please attach availability schedule. Use a separate attachment if necessary. A Premium Availability Schedule is contained in Exhibit K. J. Super NOW Rates Please provide a detailed explanation of the Bank's policy and methodology used in the setting of rates paid on Super NOW accounts. Also, provide a schedule of all rates paid on Super NOW accounts since January 1, 2003. Specifically indicate if the rates are applied to ledger balances or collected balances. Indicate when the rates change and if they are based on a market rate such as T-Bill discount or yield rate. If the Bank proposes to pay the City a different rate on its Super NOW accounts, indicate that proposal. Bank One sets rates based upon individual markets. The High Balance Savings account pays interest on collected balances maintained, and is changed every Monday. A rate history is contained in Exhibit J. K. Other Services Please specify any other services available to the City of Denton which may be thought to be beneficial or that may apply to the City. State all related fees. VI. SAFEKEEPING/COLLATERAL REQUIREMENTS A. Securities Pledged As security for the deposits of the City of Denton, the Bank shall pledge to the City securities equal to the largest total ledger balances the City of Denton maintains in the Bank. Certificates of deposit and other evidences of deposit shall be collateraiized at 102% of market with/by U.S. Treasury Bills, Notes, and Bonds or any other securities approved by the Director of Fiscal Operations with a remaining maturity of five years or less. The securities so pledged, the amounts thereof and the time for pledging same must satisfy the requirements of Texas Local Government Code Chapter 105, as amended. Additionally, U.S. Treasury securities shall be the primary securities accepted as collateral B. Collateral Substitutions Any substitutions of the securities or reductions in the total amount pledged may be made only by and with proper written authorization approved by the City Manager, the Assistant City Manager of Fiscal and Municipal Services, Director of Fiscal Operations, or his designated representative. In the case of reduction, the Bank must provide in writing that collateral will be available when needed to meet normal City balance increases throughout the year. The City must approve all securities pledged. Any state or local government bonds pledged must have a rating of at least A or A1 or better by Moody's Investor Services or Standard & Poors Corporation. C. Custodian of Collateral Securities pledged as collateral must be retained by a third party custodian, that is, a subscriber to the Fed Security Wire, and held in joint safekeeping for the Depository and the City. The custodian must be approved by the City and be: Page 13 of 21 , a state or national bank domiciled in Texas, · a federal home loan bank, or · a Federal Reserve Bank or branch of a Federal Reserve Bank. Bank One's preferred safekeeper is the Federal Reserve Bank of Chicago. The City shall be provided the original safekeeping receipt on each pledged security which will be filed with the Director of Fiscal Operations of the City of Denton. Written release by the City is required for all releases or substitutions of pledged accounts. D. Reporting Requirements The Bank shall provide the City a report of securities pledged on a monthly basis or at any time requested by the City Manager, Assistant City Manager of Fiscal and Municipal Services, Director of Fiscal Operations, or a designated representative. This report should reflect the following information as of the end of each month and be delivered to the City by the 5th of each month. Total pledged securities itemized by: · Name · Type/Description/Cusip Number · Par Value · Current Market Value · Maturity Date · Moody's or Standard & Poors Rating (both, if available) (Not Available) E. Eligible Securities The following investment securities are approved for collateral: 1. United States Treasury notes, bills or bonds or obligations fully and unconditionally guaranteed as to principal and interest by the full faith and credit of the United States; 2. Obligations of the Federal Home Loan Bank, Federal Home Loan Mortgage Corporation or Federal National Mortgage Association; and 3. FDIC coverage. The City will not allow Govemment National Mortgage Association securities or any other asset backed/pooled type securities as collateral. These items constitute the only acceptable means of collateralizing the City's deposits. The securities must be held in a safekeeping by a third party financial institution pursuant to a safekeeping agreement signed by the Depository Bank and the City. Repurchase agreements are not acceptable as collateral to the City of Denton. F. Safekeeping Requirements Page 14 of 21 The securities pledged shall be held in safekeeping by a separate and different Bank other than the depository Bank. The original copy of all safekeeping receipts shall be filed with the Director of Fiscal Operations of the City of Denton. The City will reimburse the depository Bank for any safekeeping charges, if any. Specify the safekeeping charges that will apply: None The City, Depository Bank, and the Safekeeping Bank shall Operate in accordance with a master safekeeping agreement signed by all three parties. The safekeeping agreement must clearly state that the Safekeeping Bank is instructed to release the collateral securities to the City if the City has determined that the Depository Bank has failed to pay on any accounts, or is in default of this agreement, or the City has determined that the City's funds are in jeopardy for whatever reason including involuntary closure or change of ownership, and if the instructions for release have been formally requested by the City Council by ordinance or resolution. A copy of the safekeeping agreement and the name of the safekeeping Bank to be used in the event you are awarded the Bank Depository Agreement must be submitted with the proposal. A Federal Reserve Bank agreement is contained in Exhibit L. Bank One utilizes the Federal Reserve Bank of Chicago. G. Maximum Amount Offered Please state the maximum amount, if any, of pledged securities which the Bank is willing or able to commit for collateralized Super NOW accounts throughout the contract period above the $1,000,000 minimum requirement. S_Unlimited City to Handle Investments The City of Denton will be responsible for handling the investment bidding process. The Depository Bank, along with any eligible financial institution shall be included in the bidding process as deemed appropriate and in accordance with the City's investment policies. I. Safekeeping/Wire Services The Depository may act as transfer agent for some or all security transactions undertaken by the City. All transfers made shall be executed delivery versus payment, (i.e. payment shall not be made until the security is received). The Depository must have the capability of executing on behalf of the City: physical; DTC; and Federal book entry security pumhases and sales through the Federal Reserve Bank or a New York correspondent bank. The City requires that security pumhase and sale instructions be transmitted to the Depository on-line. The City also requires the ability to review the status of security transactions on-line. Controls for securities clearance will be established by mutual agreement. Please enclose a proposed security clearance/custody agreement with your RFP. Safekeeping confirmation of all City security transactions will be issued and mailed to the City within two business days of settlement. Written communication of all security call and put option notices will also be mailed to the City as soon as the Depository receives the notice. A monthly report listing all City securities held in safekeeping will be mailed to the City within seven working days of the end of each month. J Interest Rates Paid - Certificates of Deposit Page 15 of 21 The City may choose to invest in the certificates of deposit in the depository Bank or any other eligible financial restitution. The depository Bank agrees to accept time deposits from the City for investment purposes in the form of certificates of deposits in varying amounts and maturities at rates determined by the depository's competitive bid as submitted in accordance with periodic competitive bid solicitations conducted by the City. K. Interest Rate Calculations Interest on all certificates of deposit shall be computed on an actual day basis (365), and the interest will be paid to the City on the maturity date. Interest calculations will include the first day in the investment period but will not include the day of maturity. Payment will be made by crediting the Bank account. A. Definition VII. OVERDRAFTS The City does not intend to have a net overdraft position throughout the course of the contract. An overdraft is defined as a negative demand balance in the City accounts collectively, not by individual account. Bank One assesses overdrafts by account, not collectively. B. Terms Should an overdraft occur in the aggregate, the following stipulation shall apply: 1. The maximum number of days the overdraft will be allowed is 2. The maximum amount of the net overdraft to be allowed will be $ 3. The interest rate charged for overdrafts will be ** One's prime rate 3 unlimited per annum computed on the actual day basis. **Bank VIII. INFORMATION SERVICES A. Account Reconciliation The City will process its own reconciliation for its accounts but requires data as follows: Monthly statements on all accounts showing overall activity shall be mailed within five (5) working days after the close of the calendar month. Statements shall include deposits made on the last day of the period. The accompanying checks shall be arranged in ascending numerical order for the General Fund Account which will include operating checks and payroll checks. All other account statements should include debit/credit advices which the City will be responsible for placing in numerical order. The City requires a report reflecting all items paid in serial number sequence, which is balanced to the Bank statement (partial account reconciliation). (Please provide a sample monthly statement with your RFP). 2. The Depository shall also provide the City with a magnetic computer file of the transactions for each account. The file is to be transmitted by modem, tape/disk, or e-mail. Requirements for the file will be provided at a Page 16of21 later date. A computer printout of all activities should accompany the magnetic tape. Each debit or credit item, other than checks, deposits, or wire transfers, shall be supported by a written explanation identifying such item. B. Check Safekeeping Service All paid checks shall be returned to the City monthly along with the monthly statement. In addition to the return of the checks, all checks shall be captured monthly on a compact disk (2 copies) and sent to the City. This process should allow the City to search for cleared checks and print the image of a cleared check. The checks returned in the monthly statement do not require sorting, as long as the compact disk images are available. Please include any software cost associated with this service in the fee schedule section. The City may require a demonstration by the Depository of this service. IX. OTHER STIPULATIONS A. Regulation Notices The Bank will* notify the City in writing within ten (10) days of any changes in Federal or State regulations or laws that would thereafter affect the depository agreement. The Bank shall also notify the City of any new services that become available to the City throughout the contract period. *Insert, "attempt to" B. Wire Transfers The City shall submit all outgoing wire transfers to the Depository according to its published cutoff times established for current customers. The Depository shall maintain wire transfer facilities to the Federal Reserve Bank for investment purchases or sales and other transactions with financial institutions. Written conf'n-mation of such transactions will be provided to the City and a duplicate copy of the debit or credit shall be furnished to the City within twenty-four (24) hours. Notification to the City of incoming wire transfers or problems with outgoing wire transfers shall be made within one (1) hour of the transaction. The City requires that all outgoing wire transfers be released within one hour. In addition, all wire transfers (both incoming and outgoing) must be properly noted on the bank statement. (i.e., Wire Transfer- State Comptroller). The Director of Fiscal Operations or the Treasury & Tax Manager will authorize all wire transfers on behalf of the City. In the event of computer problems or other unexpected difficulties, the Depository shall use whatever means necessary to ensure that the City's outgoing wire transfers are completed on the date specified through City initi~ed instructions. C. Debit and Credit Adjustments The City requires that a copy of all debit and credit adjustments be mailed to the Controller with supporting documentation, as the entries are made throughout each month. The City's monthly statement should also include a copy of all debit and credit adjustments. Adjustments should include descriptions, dates, and amounts in order Page 17 of 21 for the City to properly adjust its books. The City shall not be responsible for the cost of credit and debit adjustments necessitated by Bank. D. Account Balances The Bank shall have a means of contacting the City prior to 9:00 a.m. each business day to give the ending ledger balances for all accounts from the previous working day. E. Bank Statements Bank statements or statement activity shall be rendered by the fifth working day after the close of the calendar month. The statement must include deposits made on the last day of the month. The accompanying checks must be arranged in numerical order. In addition, the City requires that all transactions (customer deposits, credit card deposits, charge backs) must be noted with a location name or unique identifiable number on the bank statements. F. Right to Audit Records The Banks' records relating to thc City of Denton accounts shall be open to review by either City staff members or City-appointed independent auditors during normal business hours. C- Financial Reports The Bank will submit a copy of the last audited annual financial statements and the subsequent quarterly supplements along with an annual year end uniform Bank Performance Report. H. Investment Extension Period The Bank agrees to honor and continue any investments made during the term of the depository contract that will mature after the expiration date of the depository agreement at the same rate established before the expiration of the contract. The investment extension period will not exceed ninety (90) days. I. Bank Failure Should the Bank fall, close, or be fomed into reorganization during the term of this contract, City reserves the right to cancel the contract and m-bid for City's depository services. J. Research Requests The City requests that all research requests be turned around within three (3) business days of the request. K. Returned Items All checks deposited by the City that do not clear the first time, should be submitted a second time before returning them to the City. Returned checks that do not clear on the second attempt shall be returned to the City Page 18 of 21 within two (2) business days. The City shall receive same day telephone notification of all return items in excess of $5,000. L. Transition Schedule Please provide a schedule documenting the transition of transferring the City's banking services from the current Depository to your institution. X. PROPOSAL INSTRUCTIONS A. Date, Time, Location Sealed proposals in triplicate clearly marked "Proposal for Bank Depository Agreement" should be delivered to the Purchasing Division located at the City's Service Center, no later than 2:00 p.m., December 9, 2003 to the attention of: Tom Shaw Purchasing Agent 901-B Texas St. Denton, Texas 76209 NO PROPOSAL WILL BE RECEIVED AFTER 2:00 P.M. A. Response to the Bid The proposing Bank should use this Bid form to submit rates and to answer questions wherever possible. However, any point that the Bank cannot agree with should be clearly noted with attachments which explain this disagreement. Please reference the section and paragraph in these cases. Also, please clearly restate the question when supplying answers on any supplemental pages. B. Additional Information The City reserves the right to request additional information or to meet with representatives from proposing organizations to discuss points in the proposal before and after submission, any and all which may be used in forming a recommendation. C. Right to Reject Bids The City reserves the fight to reject any and all proposals. Page 19 of 21 XI. OTHER MISCELLANEOUS A. Periodic Review The City of Denton shall require a review meeting at least once every six months to evaluate the working relationship between the City and the depository Bank. The objective will be to address any problems and to seek a responsible solution. More frequent meetings may be called if necessary. B. City Council Action The final appointment of a depository Bank will be made by City Council of the City of Denton. C. Bid Advertisement This Bid will be duly advertised and is being offered for consideration to all financial institutions inside the corporate limits of the City of Denton, as permitted by state laws. D. Designation of Individuals Upon being awarded the contract, the depository Bank shall designate, in writing, an individual to be the official contact person for all correspondence. The City of Denton shall do the same. The Depository Bank shall be responsible for training and communicating the terms of this contract to Bank employees. XII. SUBMISSION CHECK A. "Bid" with fill-in-the-blank format. (Section One) B. Sample bank statement (must show city requirements IX B & E). (Exhibit D) C. Availability of funds schedule. (Exhibit E) D. Money Market Fund prospectus if applicable. (Exhibit J) E. Sample monthly collateral report. (Exhibit D) F. Sample safekeeping agreement with the Federal Reserve Bank for collateral. (Exhibit C) G. Sample safekeeping agreement with Depository Bank for the City's investment securities. (Exhibit C) H. Sample controlled disbursement agreement. (Exhibit C) J. Sample wire agreement. (Exhibit C) Page 20 of 21 J Sample stop payment agreement. (Exhibit C) K. Sample account analysis statement. (Exhibit D) L. Annual financial statement of the Bank along with the last two quarterly FDIC call reports (Exhibit A) M. Reference list of agencies currently using your institutions lock-box services. (Exhibit G) N. Sample daily lock-box transmission reports. (Exhibit H) O. Sample monthly lock-box activity reports. (Exhibit H) P. Transition schedule. (Exhibit M) Note: All proposals must be submitted in triplicate with one set marked "original" with original signatures from individual(s) authorized to commit the financial institution to the terms and conditions of this request for proposal document. Page 21 of 21 A Federal Financial Institutions Examination Council Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices--FFIEC 031 Report at the close of buelneu June 30, 2003 Thle report b required by law: 12 U.8.C. §324 (State member benlm); 12 U.S,C. §l fi1? (State nonmember benk~); and 12 U.$.C. §161 (National banks). (2003063q) (RCRI eeee) This report form la to be filed by banks with branches and cot autldated aubeldlerico in U.S. terdmrlea and pcelessiona, Ed Agreement aubaidlertes, foreign branGhe~, conaolldatnd forek aub~ldlarlea, or International Banldng Facilities, NOTE: The Reporta of Condition and income muat be signed by an authorized officer and the Report of Condition mu~t be atfolted to by not le~ than two directorl (truatee~) for State nonmember banks and three direofom for State member and National banl~. I, William I- Tahoka, Senior Vice Pmlldent Na~e ~ld 11tie of Off~ Auth~ t~ $1~n ~l~t of the named bank do hereby d~re that the Report~ of Condition and Inceme (In~uding the auppmtlng Ichedulea) for this report data have been prepared In conformance with the tcetruofJona icoued by the appropriate Federal regulatory authority and are thJe to the bait of my knowledge and Signature of Offer Authored to Sign Re~tt 8/6/2003 Oato of s~%toure 8ubmI. Mon of R®porte Each benk muat prepare its Repo~ of Condition and Income either: (a) in ele~ronic form and then file the computer data file directly with tha banking aganciea' collection agent, Eleofmnlc Data Systems Corpom~n (EDS), by modem or on computer diskette; or (b) in han~-copy (paper) fo/m and arr.. nge fo~' another pmty to convert the paper report te ele~tronlo form, That party The Report~ of Condition and Income am to be prepared In accordance with Federal rngulethry authority icetruoflons. We, the unpareigned dlmctom (tmsteea), attest to tho correctness of the Report of Condition (Including the supporting achedules) for this aport pate and bec~are that It has been examined by ua and to the best of our knowledge and belief haa been prepared In confom'~ince with the inatructJona Illued by the appropriate Federal regulatory authority and is true and colT~ (if other than ED8) muat tranamfi the benk'a computer date file to EDS. For electronic filing allistanGe, contact EDS Call Report Services, 13890 Blehopa Drive, Suite 110, Brookflald, WI 53005, telephone (800) 255-t571. To fulfill the signature and ~tthstat~ requirement for the Reporte of Condlfion and Income for thla report date, attadn this signature page (or a photocopy or a computer-generated version of thie page) to the hard-ctAQy record of the complete( report that the bank plece~ in be files. FDIC Certificate Number:. 03618 (RCR19050) · Bank One NA LeOa Title of Bank (TEXT 9010) Chloaoo City {TEXT 01 ~0) 80870 Zip code (TEXT ~220) Ioard of Govemom of the Federal Rcoenm 8yltem, Federal DeposIt Insurance Corporation, Office of the Comptroller of the Currant Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices FFIB(~ 031 Page i Table of Contents Signature Page Cover Contact Information Report of Income Schedule RI - rncome Statement RI-l, 2, 3 Schedule RI-A- Changes in Equity Capital __. RI-4 Schedule RI-B - Charge-offs and Recoveries on Loans and Leases and Changes in Allowance . for Loan and Lease Losses RI-4, 5, 6 Schedule RI-D - Income from International Operations Schedule RI-E - Explanations RI-7, 8 Disclosure of Estimated Burden Secretary Board of Governors of the Federal Reserve System Washington, D.C. 20551 Legislative and Regulatory Analysis Division Office of the Comptroller of the Currency Washington, D.C. 20219 Assistant Executive Secretary Federal Deposit Insurance Corporation Washington, D.C. 20429 Report of Condition Schedule RC -Balance Sheet RC-1, 2 Schedule RC-A - Cash and Balances Due From Depository Institutions RC,-3 Schedule RC-B - Secedties RC-3, 4, 5 Schedule RC-C - Loans and Lease Financing Receivables: Part I. Loans and Leases RC,-6, 7 Part II. Loans to Small Businesses and Small Farms (to be completed for the June report only; not incJuded in the forms for the September and December reports) __ RC-7a, 7b Schedule RC-D - Trading Assets and Liabilities (to be completed only by selected banks) __ RC-8 Schedule RC-E - Deposit Uabilities RC-9, 10 Schedule RC-F - Other Assets RC-11 Schedule RC-G - Other Liabilities RC-11 Schedule RC-H - Selected Balance Sheet Items for Domestic Offices RC-12 Schedule RC-I - Assets and Uabilities of I BFs _ RC-12 Schedule RC-K- Quarterly Averages Schedule RC-L - Derivatives and Off-Balance Sheet Items Schedule RC-M - Memoranda Schedule RC-N - Past Due and Nonaccrual Loans. Leases, and Other Asseta Schedule RC-O - Other Data for Deposit Insurance and FICO Assessments Schedule RC-R - Regulatory Capital Schedule RC-S - Servicing, Securitization, and Asset Sales Activities RC-13 RC-14, 15 RC.-16 RC-17, 18 RC-19, 20 RC-21,22, 23,24 RC-25,26,27 Schedule RC-T - Fiduciary and Related Services Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and income RC-28, 29, 30 RC-31 Special Report (to be completed by all banks) For information or assistance, National and State nonmember banks should contact the FDIC's Reports Analysis and Quality Control Section, 550 17th Street, NW, Washington, D.C. 20429, toll free on (800) 688-FDIC(3342), Monday through Fdday between 8:00 a.m. and 5:00 p.m., Eastam time. State member banks should contact their Federal Reserve Distdct Bank. FFIEC 031 Emergency Contact Information This information is being requested so the Agencies can distribute cdfical, time sensitive information to emergency contacts at banks. Please provide pdmary contact information for a senior official of the bank who has decision-making authedty. Also provide information for a secondary contact if available. Enter "none" for the contact's e-mail address or fax number if not available. Emergency contact information is for the confidential use of the Agencies and will not be released to the public. Primary Contact Secondary Contact Matthew A. Reece Name (TEXT C366) Vice President Title (TEXT C367) Matt hew_A_Reece@bankone.com E-Mail Address (TEXT CS68) 312-407-3685 Telephone: Area code/phone number/extension (TEXT C369) 312-407-5698 Fax: Area code/phone number (TEXT C370) David Tr-zesniewski Name (TEXT C371) First Vice President 33tls (TEXT C372) davld_trzesniewski@bankone.cem E-Mail Address (TEXT C373) 312-407-1669 Telephone; Ama code/phone number/extension (TEXT C374) 312-407-5698 Fox: Area code/phone number (TEXT C375) USA PATRIOT Act Section 314(a) Anti-Money Laundering Contact Information This information is being requested to identify points-of-contact who are in charge of your depository institution's Section 314(a) searches and who could be contacted by federal law enfomement officem for additional information related to anti-terrorist financing and anti-money laundering. Please provide information for a secondary contact if available. Enter "none" for the contacts's e-mail address or fax number if not available. USA PATRIOT Act contact information is for the confidential use of the Agencies and will not be released to the public. Primary Contact Phil A Deluca Name (TEXT C437) First Vice President TitJe (TEXT C438) phillip_a_deluca@bankone.com E-Mail Address (TEXT C439) 614-213-3196 Telephone: Area code/phone number/extension (TEXT C440) 614-213-4548 Fax: Area code/phone number (TEXT C441) Secondary Contact John W Dyer Name (TEXT C442) Senior Investigator ~ohn_w_dyer~bankone.com 614-248-3722 Telephone: Area code/phone numbertextension (TEXT C445) 614-248-8978 Fax: Area code/phone number (TEXT C446) Bank One, NA FFIEC 031 Legal Title of Bank RI-1 Chica~lo IL 60670 State Zip Code Transmitted to EDS as 0008815 on 08~08~2003 at 08:08:16 CST FDIC Certificate Number- 03618 Consolidated Report of Income for the period January 1,2003- June 30, 2003 All Report of Income schedules are to be reported on a calendar year-t~-date basis in thousands of dollars. Schedule RI---Income Statement Dollar Amounts in Thousands RIADI BilI Mil I Thou 1. Interest Income: a. Interest and fee income on loans: '- (1) In domestic offices: (a) Loans secured by real estate 4011 832,000 (b) Loans to finance agricultural production and other loans to farmers 4024 13,000 (c) Commemial and industrial loans 4012 715,000 (d) Loans to individuals for household, family, and other personal expenditures: ' :;: ':"; .. ' (1) Credit cards e4851 448,000 (2) Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards) s4s~ 179,000 (e) Loans to foreign governments and official institutions 4056 0 (f) All other loans in domestic offices ~ B487 219,000 (2) In foreign offices, Edge and Agreement subsidiaries, and IBFs 4059 135,000 (3) Total interest and fee income on loans (sum of items 1 .a.(1 )(a) through 1.a.(2)) 4010 2,54t,000 b, income from lease financing receivables 4065 203,000 c. Interest income on balances due fi-om depository institutions: (1) 4115 38,000 (1) U.S. Treasury securities and U.S. Government agency obligations (excluding mortgage-backed securities) 1~.6sI 62,000 (2) Mortgage-backed securities e4801 521,000 (3) All other securities (includes securities issued by states and political subdivisions in the U.S.) 4060 563,000 e. Interest income from trading assets 4069 15,000 f. Interest income on federaJ funds sold and secodties purchased under agreements to resell 4020 95,000 g. Other interest income 4518 16,000 h. Total interest income (sum of items 1.a.(3) through l.g) 4107 4,054,000 (a) Transaction accounts (NOW accounts ATS accounts, and ~"~ telephone and preauthodzed transfer accounts) 46o81 10.000 (b) Nontransaction accounts; (1) Savings deposits (includes MMDAs) 0093 308,000 (2) Time deposits of $100,000 or more A517 161,000 (3) Time deposits of less than $100,000 AS18 235,000 (2) Interest on deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs 4172 1 ~4,000 b. Expense of federal funds purchased and securities sold under agreements to repurchase 41 s0 72,000 c. Interest on trading liabilities and other borrowed money____ 4185 398,000 1.a.2 1.a.3 1.d.1 1 ,d.2 1 ,d.3 1.f 1.h Z.a.l.a 2.a,l,b. 1 2.a,l.b,2 2.a.l.b.3 2,a.2 2. b 2.c (1) Includes interest income on time certificates of deposits not held for trading. , Bank One, NA FFIEC 031 RI-g Legal TiUe of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number- 03618 Schedule RI--Continued Dollar Amounts in Thousands 2. Interest expense (continued): d. Interest on subordinated notes and debentures e. Total interest expense (sum of items 2.a through 2.d) 3. Net interest income (item 1.h minus 2.e) 4. provision for loan and lease losses 5. Noninterest income: a. Income from fiduciary activities (1) b. Service charges on deposit accounts in domestic offices c. Trading revenue (2) d. Investment banking, advisory, brokerage, and underwriting fees and commissions. e. Venture capital revenue [ Net servidng fees g. Net securitization income h. (1) Insurance and reinsurance underwriting (2) Income from other insurance activities i. Net gains (losses) on sales of loans and leases j. Net gains (losses) on sales of other real estate owned k. Net gains (losses) on sales of other assets (excluding securities) I. Other noninterest income* m. Total noninterest income (sum of items 5.a through 5.1) 6. a. Realized gains (losses) on held-to-maturity securities b. Realized gains (losses) on available-for-sale securities 7. Nonintarest expense: a. Salades and employee benefits b. Expenses of premises and fixed assets (net of rental income) (excluding salades and employee benefits and mortgage interest) c. (1) Goodwiti impairment losses (2) Amortization expense and impairment losses for other intangible assets d. Other noninterest expense * e. Total noninterest expense (sum of items 7.a through 7.d) 8. Income (loss) before income taxes and extraordinary items, and other adjustments (item 3 plus or minus items 4, 5.m, 6.a, 6.b, and 7.e) 9. Applicable income taxes (on item 8) 10. Income (less) before extraordinary items and other adjusments (item 8 minus item 9) 11. Extraordinary items and other adjustments, net of inosme taxes * 12. Net income (loss) (sum of items 10 and 11) * Descdbe on Schedule RI-E - Explanafions. 42o0J 103,000 4073 t,451,000 40741 2,603,000 4230 575,000 4070 49,000 4080 695,000 A220 137,000 23,000 0 0 696,000 0 0 48,000 0 4,000 549,000 2. d 5. a 5.d 5.f 5.g 5.h.1 5.h.2 5.i 5.k 5J 2,203,000 5. m 126,00~6.b6'a 7.a 7.d 2,846,000 ]7.e (1) For banks required to complete Schedule RC-T, items 12 through 19, income from fiduciar7 activities reported in Schedule RI, item 5.a, must equal the amount reported in Schedule RC-T, item 19. (2) For banks required to complete Schedule RI, Memorandum item 8, trading revenue reported Jn Schedule RI, item 5.c must equal the sum of Memorandum items 8.a through 8.d. 7.b 7.c.1 4302 480,000 4300 "1,033,000 10 4320 0 11 4340 1,033,000 12 Bank One, NA FFIEC 031 Legal Title of Bank RI-3 Transmitted to EDS as 0008815 on 0810812003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RI--Continued Memoranda Dollar Amounts in Thousand 1, Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after August 7, 1986, that is not deductible for federal income tax purposes 2. Income fi.om the sale and servicing of mutual funds and annuities in domestic offices (included in Schedule RI, item 8) 3. Income on tax-exempt loans and leases to states and political subdivisions in the U.S, (included in Schedule RI, items l.a and l.b) 4. Income on tax-exempt securities issued by states and political subdivisions in the U.S. (included in Schedule RI, item 1.d.(3)) 5. Number of full-time equivalent employees at end of cuffent pedod (round to nearest whole number) 6. Not applicable 7. If the reporting bank has restated its balance sheet as a result of applying push dowr accounting this calendar year, report the date of the bank's acquisition (1) I Year-to-Data RIAD B[II Mil I T~xJ 45131 1,000 M.1 ~431 I 25,000 M.2 43rsI 14,000 M.3 .,6°[M.5 I.,ssl N/AIM.7 8. Trading revenue (from cash instruments and derivative instruments) (sum of Memorandum items 8.a through 8.d must equal Schedule RI, item 5.c) (To be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding calendar year.): a. Interest rate exposures b. Foreign exchange exposures c, Equity secudty and index exposures d. Commodity and other exposures RIAD Bil] Mill ~ 87571 66,000 ] M.8.a s76B 51,000 M.8.b 8759 4,000 M.8.c 8760 16,000 M.8.d 9. Impact on income of derivatives held for purposes other than trading: a. Net increase (decrease) to interest income b. Net (increase) decrease to interest expense c. Other (noninterest) allocations 10. Credit losses on derivatives (see instructions) 11. Does the reporting bank have a Subohapter S election in effect for federal income tax purposes for the current tax year ? R~^D Bi] I Mil I ThoU 8761 (2,000) M.9.a s7s2 (146,000) M.9.b 8763 (194,000) M.9.c A25r 2,000 M.10 YES I NO I soI NO IM.11 (1) For example, a bank acquired on June 1, 2001, would report 20010601 'Bank O~e, NA FREC 031 RI-4 Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certiticate Number ~ 03618 Schedule RI-A--Changes in Equity Capital Indicate decreases and losses in parentheses. 1. Total equity caI of Condition and Income accounting princi~ 3. Balance end of p 4. Net income (loss) 5. Sale, conversion, ac* stock transactions) 6. Treasury stock transactiom 7. Changes ]nc]den 8. LESS: Cash dividends declared on 9. LESS: Cash divide Dollar Amounts in Thousands RIADI Bil I Mir I Thou ~nost recently reported for the December 31, 2002, Reports :ome (i.e., after adjustments from amended Reports of income) 32171 17,541,000 3 corrections of matedal accounting errors and changes in ts" 6507 0 ]gus calendar year as restated (sum of items 1 and 2) e505 17,541,000 lust equal Schedule RI, item 12) 4340 1,033,000 :quisttion, or retirement of capital stock, net (exciudieg treasury 6509 0 ~actions, net 851o 0 business combinations, net 4356 782,000 ds declared on preferred stock 4470 0 tis declared on common stock 4450 1,110,000 10. Other com[ /e income (1) 8511 (90,000 11. Other transactions with parent holding company * (not included in items 5, 6, 8, or 9 above) 4415 (696,000 11 12. Total equity ca[ end of current peded (sum of items 3 through 11 ) (must equal ~ ,? Schedule RC, item 28) 32101 17,460,000 12 * Desc~be on Schedule RI-E - Explanations. (1) Includes changes in net unrealized holding gains (losses) on available-for-sale securities, changes in accumulated net gains (losses) on cash flow hedges, foreign currency translation adjustments, and changes in minimum pension liabtiity adjustments. Schedule RI-B--Charge-offs and Recoveries on Loans and Leases and Changes in Allowance for Loan and Lease Losses Part I. Charge-offs and Recoveries on Loans and Leases Part I includes charge-offs and recoveries through the allocated transfer risk reserve. Dollar Amounts in Thousands 1. Loans secured by real estate: a. Construction, land development, and other land loans in domestic b. Secured by farmland in domestic offices c. Secured by 1-4 family residential properties in domestic offices: (1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit (2) Closed-end loans secured by 1-4 family residential properties: (a) Secured by first liens (b) Secured by junior liens d. Secured by mutt]family (5 or more) residential properties in domestic e. Secured by nonfarm nonresidential properties in domestic offices f. In foreign offices 2. Loans to depository institutions and acceptances of other banks: a. To U.S. banks and other U.S. depository institutions b. To foreign banks 3. Loans to finance agdcuttural production and other loans to farmers 4. Commemial and industhal loans: a. To U.S. addressees (domicits) b. To non-U.S, addressees (domicile) (1) include write-downs arising from transfers of loans to a held-for-sale account. ( Column A ) I ( Column B ) Charge-offs (1) Recoveries Calendar year-to-date .,^DI BilI Mil I ~ I.=^ol Bil I Mill 35541 0 )3585) 2,000 s41r i 42,000 S412) , 4,000 c234 61,000 C21~ 4,000 C2351 17,000 Ic2rel 2,000 ' 3558 0 35891 2,000 1.d 3590 15,000 35911 5,000 l.e 6512 0 6513 l.f 4153' '" 0 0 12.a 4654 6,000 4664 1,000 2.b 46551 0 ] 4665 I 0 3 4645 255,000146171 85,000 14.a 46461 3,000 146181 6,000 14.b 1.c.2.b Bank One, NA FFIEC 031 Legal Title of Bank RI-5 Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Cerfiticate Number - 03618 Schedule RI-B--Continued Part L Continued Dollar Amounts in Thousands 5. Loans to individuals for household, family, and other personal expenditures: a. Credit cards b. Other (includes single payment, installment, all s~udent Joans and revolving credit plans other than credit cards) 6. Loans to foreign governments and official institutions 7. All other loans 8, Lease financing receivables: a. To U.S. addressees (domicile) b. To non-U.S, addressees (domicile) g. Total (sum of items 1 through 8) ( Column A ) I ( Column/3 ) Charge-offs (11 Recoveries Calendar year.to-date I B,l~,lTnoul..^~l BillMillThou B5141 218,000 I B515{ 24,000 6516 62,000 185171 30,000 4643 0 I 4627I 0 4644 1~,000 4626 7,000 4658 57,000 4668 8,000 4659 0 4666 0 4635 767,000 I 46051 180,000 i 5.a a Memoranda Dollar Amounts in Thousands ( Column A ) I ( Column B ) Charge-offs (1) Recoveries 1. Loans to finance commemial real estate, constmcfion, and land development activities (not secured by real estate) included in Schedule RI-B, part I, items 4 and 7, above 2. Loans secured by reat estate to non-U,S, addresses (domicile) (included in Schedule RI-B, part ~, item 1, above): 3. Not applicable. 4) Memorandum item 4 is to be completed by banks that (f) together with affiliated institutions, have outstanding credit card receivables (as defined ln the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. Uncollectible retail credit card fees and finance charges reversed against income {i.e., not included in charge-offs against the allowance for loan and lease losses) Calendar year-to-date RIAD I Bil I Mil I Thou I RIAD I Bil I Mil I Thou ~4o61 lo,coo { ,~101 5,000 46521 o 146621 o ',4.1 Vt.2 ICalendar I year-to-date I .~ADI Bil I Mil I Thou C3661 43,000 M.4 (1) Include write-downs adsing from transfers of loans to a held-for-sale account. ,Bank One, NA FFIEC 031 RI~ Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Part II. Changes in Allowance for Loan and Lease Losses Dollar Amounts in Thousands 1. Balance most recently reported for the December 31, 2002, Reports of Condition and Income (i.e., after adjustments from amended Repolls of Income) 2. Recoveries (must equal part I, item 9, column B above) 3. LESS: Charge-offs (must equal part I, item 9, column A above less Schedule RI-B, part Il, item 4) 4. LESS: Writs-downs adsing from transfers of loans to a held-for-sale account 5. Provision for loan and lease losses (must equal Schedule Ri, item 4) 6. Adjustments * (see instructions for this schedule) 7, Balance end of current peded (sum of items 1, 2, 5, and 6, less items 3 and 4) (must equal Schedule RC, item 4.c) 3,478,000 Memoranda Dollar Amounts in Thousands 1. Allocated transfer risk reserve included in Schedule RI-B, part II, item 7, above Memorandum items 2 and 3 are to be completed by banks that (fl together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. 2. Separate valuation allowance for uncollectible retail credit card fees and finance charges 3. Amount of allowance for loan and leases losses attributable to retail credit card fees and finance charges C3S01 0 * Descdbe on Schedule RI-E~planations. 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, Year-to-Da~ Dollar Amounts in Thousands I RIADI Bill Mi~l{ Thou s5231 232,000 t e5241 231,000 { es2sI , 1,000 1. Interest income and expense atthbutable to international operations: a. Gross interest income b. Gross interest expense 2. Net interest income attributable to intemafional operations (item l.a minus l.b) 3. Noninterast income and expense attributable to international operations: a. Noninterest income attributable to international operations b. Provision for loan and lease losses atthbutable to intemaitonal operations c. Other noninterest expense attributable to international operations d. Net honinterast income (expense) attributable to intemational operations (item 3.a minus 3. b and 3.c) 4. Estimated pretax income attributable to intemational operations before capital allocation adjustment (sum of items 2 and 3.d) 5. Adjustment to pretax income for internal allocations to international operations to ra§ect the effects of equity capital on overall bank funding costs 6. Estimated pretax income attributable to international operations after capital allocation adjustment (sum of items 4 and 5) 7. income taxes attributable to income from international operations as estimated in item 6 8. Estimated net income attributable to international operations (item 6 minus 7) 4097 104,000 4235 18,000 4239 80,000 6,000 M.1 M.2 M3 1.b 2. 3.a 3.d Bank One, NA FFIEC 031 Legal Title of Bank RI-7 Transmitted lo EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDrC Cerfltlcate Number- 03618 Schedule RI-E--Explanations Schedule RI-E is to be completed each quarter on a calendar year-to-date basis. Detail all adjustments in Schedules RI-A and RI-B, all extraordinary items and other adjustments in Schedule RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.) I Year.to-Date Dollar Amounts in Thousands RIADI ~ilI Mil I Thou 1. Other noninterest income (from Schedule RI, item 5.1). Itemize and descdbe amounts that exceed 1% of the sum of Schedule RI, items 1.h and 5.m: TEXT a. Income and fees from the pdnting and sale of checks co13 0 b. Earnings on/increase in value of cash surrender value of life insurance C014 57,000 c. Income and fees from automated teller machines (ATMs) c01s 0 d. Rent and other income from other real estate owned 4042 0 e, Safe deposit box rent c01s 0 f. 440~ Credit card interchange fees 4401 358,000 g. 4402 Standbylettersofcredit fees 4402, 58,000 h, 4463 4463! N/A 2. Other noninterest expense (from Schedule RI. item 7.d): -, · ';~,-:, ' Itemize and descdbe amounts that exceed 1% of the sum of ~',~-~ ~'~: ~: '.~ ': of Schedule RI, items 1.h and 5.m: b. Advertising and marketing expenses 0497 0 d. Printing, stationeq/, and supplies c01~ 0 4407 4407 N/A j. 4468 440a N/A 3, Extraordinary items and other adjustments and applicable income tax effect (from Schedule RI, item 11 ) (itemize and descdbe all extraordinary items and other adjustments): · ~:~ ~: a. (1~ 44691 N/A (l~pplicablel '""°' I income tax effect { 44861 0 b. N/A (2) Applicable income tax effect c. .sl (2) Applicable income tax effect 1.h 2.a 2.g 2.h 2.1 2.j 3.a.2 3.b.1 3.b.2 3.c.2 'Bank One, NA FFIEC 031 RI-8 Legal Title of Bank Transmtited to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RI-E--Continued Dollar Amounts in Thousands 4. Restatements due to corrections of matedal accounting errom and changes in accounting principles (from Schedule RI-A, item 2) (itemize and describe all restatements): TEXT b. 5. Other transactions with parent holding company (fr?m Schedule RI-A, item 11) (itemize and describe all such transactions): TEXT a.~ Capital infusion from parent b.144991 Return of capital to parent 6, Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II, item 6) (itemize and describe all adjustments); TEXT a.[~Transfers to affiliates b.I 4522 ITransfers due to merged institutions ~s~l 4,000 8. a 44S <700,000)J5.b 4521 (155,000) 6.a 145221 12o,ooo 16.b 4,a 7. Other explanations (the space below is provided for the bank to briefly describe, at its option, any other significant items affecting the Report of Income): RIAD X = NO COMMENT - Y = COMMENT 147691 X I Other explanations (please type or pdnt clearly): TEXT ( 70 characters per line ) Bank One, NA Legal Title of Bank Chicago IL 60670 State Zip Code Transmiited to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Ceraficate Number - 03618 Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for June 30, 2003 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC--Balance Sheet ASSETS Dollar Amounts in Thousands RCF[3{ Bil r Mil I T~cu 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin (t) b. interest-bearing balances (2) 2. Securities: a. Held-tc-matudty securities (from Schedule RC-B, column A) b. Available-for-sale securities (from Schedule RC-B, column D) 3. Federal funds sold and securities purchased under agreements to resell: a. Federal funds sold in domestic offices b. Securities purchased under agreements to resell (3) 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale Io0811 17,114,000 oo71 5,902,000 0 59,166,000 9,055,000; 9,976,000 6,117,000 FFIEC 031 RC-1 2.a 3,s 3.b b. Loans and leases, net of unearned income I s5281 109,091,000 ~ . ~ ~ ~ ;~ i~~r~:~ ~ '~ ~; ~: 3' c. LESS: Allowance for loan and lease losses 3123 3,478,000,,~,~,.~ '.,~w~:~., ;~ ,~ ~., ,',-~ d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) 5. Trading assets (from Schedule RC-D) 6. Premises and fixed assets (including capitalized leases) 7. Other real estate owned (Eom Schedule RC-M) 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 9. Customers' liability to this bank on acceptances outstanding 10. Intangible assets: a. Goodwill 847,000 ).a b. Ot~er intangible assets (from Schedule RC-M) 66,000 10.b 11. Other assets (from Schedule RC-F) 9,166,000 11 12. Total assets (sum of items 1 through 11) 231,100,000 12 (1) includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. (3) Includes all securities resale agreements in domestic and foreign offices, regardless of maturity. Bank One, NA FFIEC031 RC~ Legal Title of Bank Transmitted to EDS as 0008815 on 08108/2003 at 08:08:16 CST FDIC Cerfiticata Number - 03618 Schedule RC--Continued Dollar Amounts in Thousands LIABILITIES 13. Deposits: a. In domestic offices (sum of rotate of columns A and C from Schedule RC-E, part [) (1) Noninterest-bearing (1) t ss3, I 41,277,000' (2) Interest-bearing 6636 90,828,000 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II) (1) Noninterest-bearing J 6631J 215,000 (2) Interest-bearing 663s 22,005,000 14. Federal funds purchased and securities sold under agreements to repurchase: a. Federal funds purchased in domestic effices (2) b. Secudfies sold under agreements to repumhase (3) 15. Trading liabilities (from Schedule RC-D) 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) 17. Not applicable 18. Bank's liability on acceptances executed and outstanding 19. Subordinated notes and debentures(4} 20. Other liabilities (from Schedule RC-G) 21. Total liabilities (sum of items 13 through 20) 22. Minedty interest in consolidated subsidiaries EQUITY CAPITAL 23. Perpetual preferred stock and related surplus 24. Common stock 25. Surplus (exclude all surplus related to preferred stock) 26. a. Retained earnings b. Accumulated other comprehensive income (5) 27. Other equity capital components (6) 28. Total equity capital (sum of items 23 through 27) 29. Total liabilities, minority interest, and equity capital (sum of items 21,22, and 28) 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 dudng 2002 1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a c~rtified public accounting firm which submits a report on the bank 2 = Independent audit of the bank's parent holding company conducted in accordance with genera[ty accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank management's assertion on the effectiveness of the bank's internal control over financial reporting by a certified public accounting firrr 220 22,220,000 13.a.2 13.b . 13.b.1 13.b.2 8993 6,197,000 B995 4,112,000 35 4,666,000 31901 29,130,000 16 249,000 18 5,029,000 19 9,816,000 20 213,524,080 21 116,000 22 0 23 201,000 24 9,164,000 25 8,077,000 i 26.a 18,000 26.b 27 t7,460,000 28 231,100,000 29 14.b 15 RCFD~ Number 6724I N/A M. 1 4 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting tim' (may be required by state chartering authority) 5 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 6 = Review of the bank's financial statements by external auditors 7 = Compilation of the bank's financial statements by external auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "other borrowed money." (3) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity. (4) Includes timitedqife preferred stock and related surplus. (5) Includes net unrealized holding gains (losses) on available-for-sale secudfies, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. (6) Includes treasury stock and unearned Employee Stock Ownership Plan shares. Bank One, NA Lsgal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDiC Certificate Number - 03618 Schedule RC-A--Cash and Balances Due From Depository Institutions Exclude assets held for trading. Dollar Amounts in Thousands 1, Cash items in process of collection, unposted debits, and currency and coin a. Cash items in process of collection and unposted debits b. Cun'ency and coin 2. Balance due from depository institutions in the U.S. a. U.S. branches and agencies of foreign banks (including their IBFs) b. Other commercial banks in the U.S. and other depository institutions in the U.S. (including their IBFs) 3. Balances due from banks in foreign countries and foreign central banks a. Foreign branches of other U.S. banks b. Other banks in foreign countdes and foreign central banks 4. Balances due from Federal Reserve Banks 5. Total (sum of items 1 through 4) (total of column A must equal Schedule RC, sum of items l.a and l.b) (Column A) Consolidated Bank ~CFD~ BilI MilI 00221 10,780,000 0003 J 105,000 0o85 J 1,206,000 0073 2,000 0074 10,702,000 0090 ~1,000 0010 J 23,016,000 (Column B) Domesfic Offices ~co.I BilJ MilI Thou ;Jo g, t,0o0 30o 1,336,000 382 J 1,305,000 oo7oJ 38,000 oo~o 197,000 FFIEC 031 RC~3 1 1.b 2 2.a 2.b 3 3.a 3.b 4 5 Schedule RC-B--$ecurities Exclude assets held for trading. Held-to-rnatutity Available-far-sale (Column A) (Column B) (C(dumn C) (Column D) Amortized Cost Fair Value Amortized Co., Fair Value Dollar Amounts in Thousands ~CFI~ Bill MilI ~ BilI Mill Thou Bil J Mil J Trmu ROFC{ BilI MilI '~hou 1. U.S. Treasury securities 0211J 0 o21 0 120 3,677,000 12071 3,673,000 a. lssued by U.S. Govemmentagencies(l~289J 0 1290J 0 129~J 19,000 1293J 20,000 agencies (2) 1294J 0 ~290J 0 1297 J 1,858,000 ~2ssJ 1,862,000 politi~l subdivisions in the U.S. 8496 J 0 8497 J 0 ~8 J 1,096,000 ~99 J 1,155,000 2.b 3 (1) Includes Small Business Administration 'Guaranteed Loan Pool Certificates,' U.S. Madtime Administration obligations, and Export - Import Bank participation certificates. (2) Includes obligations (other than mortgage-backed securities) issued by the Farm Credit System, the Federal Home Loan Bank System, The Federal Home Loan Mortgage Corporation, the Federal National Mortgage Associatian, the Financing Corporation, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority. 'Bank On;', NA FFIEC 031 Legal Title of Bank RC-4 Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-B--Continued Dollar Amounts in Thousands Held-tc-matudty Available-for-sale (Column A) (Cdumn B) (Cc~umn C) (Column D) Amortized Fair Value Fair Value 4. Mortgage-backed securities (MBS): a. Pass-through securi6es: (1) Guaranteed by GNMA 1698 (2) Issued by FNMA and FHLMC 1703 (3) Other pass-through securities 1709 14,977,000 16,624,000 3,000 b. Other mortgage-backed secudlies include: CMOs REM[Cs and stdpped MBS): (1) Issued or guaranteed by FNMA, J; :;~;i;~!!;: ;~. FHLMC, or GNMA ~ 1714 (2) Collateralized by MBS issued or I": guaranteed by FNMA, FHLMC, or GNM,{ 1718 (3) All other mortgage-backed securities ~ 1733 5. Asset-backed securities (ABS): I,,:~:? a. Credit card receivables b. Home equit3 c. Automobile loans d. Other consumer loans e. Commercial and indusffial loans f. Other 6. Other debt securities: a. Other domestic debt secedties b. Foreign debt securities 7. Investments in mutual funds and other equity securities with readily determinable fair values 8. Total (sum of items 1 through 7) (total of Column A n (total of column D must ~qual Schedule RC item 2.b) 464,000 0 0 0 521,000 15,315,000 La.1 16,789,000 4.a.2 4,000 4.a.3 468,000 4.b.1 521,000 16,574,000 337,000 293,000 134,000 0 683,000 431,000 0 58,626,000 59,166,000 (1) Report Federal Reserve stock, Federal Hame Loan Bank stock, and banker's bank stock in Schedule RC-F, item 4. 4.b.2 4.b.3 5.a 5.b 5.C 5.d 5.e 5.f 6.a Bank One, NA FFIEC 031 Legal Title of Bank RC-5 Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-B--Continued Memoranda Dollar Amounts in Thousands IRCFI~ Bil I Mil I Thou 1. Pledged securities (1) 04161 21,624,000 2. Maturity and repdcing data for debt securities (1,2) (excluding those in nonacorual status): a. Securities issued by the U·S. Treasury, U.S. Government agencies, and states and political subdivisions in the U.S.; other non.mortgage debt secudties; and mortgage pass-through securities other than those backed by closed-end · first lien 1-4 family residential mortgages with a remaining matudty or next repttcing 'i . date of: (3,4) (1) Three months or less _ A548 6,242,000 (2) Over three months through 12 months ASS0 1,149,000 (3) Over one year through three yearn A551 10,151,000 (4) Over three years through five years A552 1,621,000 (5) Over five years through 15 years A553 4,795,000 (6) Over 15 years AS54 1,204,000 b. Mortgage pass-through secudties backed by closed-end first lien 1-4 family residenfial mortgages with a remaining matudty or next repdcing date of: (3,5) , -'; (1) Three months or less A555 0 (2) Over three months through 12 months A556 0 (3) Over one year through three years ASS7 1,000 (4) Over three years through five years ASSS 0 (5) Over five years through 15 years A559 10,495,000 (6) Over 15 years A560 21,612,000 c· Other mort0eg baeked securities (include °MOs, REMIOs. and stdpped MBS exclude mortgage pass-through securities) with an expected average life of: (6) (1) Three years or less A581 I1,000 (2) Over three years A8621 988,000 d, Debt secudties with a REMAINING MATURITY of one year or less (included in Memorandum items 2.a through 2.c above) A2.481 7,392,000 3. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale or ' trading securities dudng the calendar year-to-data (report the amortized cost at date of sale or transfer) 17781 0 4. Structured notes (included in the held-to-maturity and available-for-sale accounts in ~.~ '~ = ~*-t:,, ~; ': '* Schedule RC-B, items 2, 3, 5, and 6): a. Amortized cost 8782 J 0 b. Fair value 87831 0 M.1 M.2.a.l M.2.a.2 M.2.a.3 M.2.a.4 M.2.a.5 ~.2.a.6 ¥1.2.b.1 M.2.b.2 M.2.b.3 M.2.b~4 M.2.b.5 M.2.b.6 M.2.c.1 M.2.c.2 M.2.d M.3 M.4.b (1) Includes held-to-maturity securities at amortized cost and available-for-sale securities at fair value· (2) Exclude investments in mutual funds and other equity securities with readily determinable fair values. (3) Report fixed rate debt securities by remaining matudty and floating rate debt securities by next repdcing date. (4) Sum of Memorandum items 2.a.(1 } through 2.a.(6} plus any nonaccrual debt securities in the categories of debt securities reported in Memorandum item 2.a that are included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, sum of items 1, 2, 3, 5, and 6, columns A and D, plus mortgage pass-through securities ether than those backed by closed-end first lien 1-4 family residential mortgages included in Schedule Re-B, item 4.a, columns A and D. (5) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual mortgage pass-through securities backed by closed-end first lien 1-4 family residential mortgages included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, item 4.a, sum of columns A and D, less the amount of mortgage pass-through secudties other than those backed by closed-end first lien 1-4 tamily residential mortgages included in Schedule RC-B, item 4.a, columns A and D. (6) Sum of Memorandum items 2.c.(1) and 2.¢.(2) plus any nonaccrual "Other mortgage-backed securities" included in Schedule RC-N, item 9, column C, must equal Schedule Re-B, item 4.b, sum of columns A and D. Bank One, NA FFIEC 031 Legal Title of Bank nC-6 Tmnsmilted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Ce~fioate Number - 03618 Schedule nC-C--Loans and Lease Financing Receivables Part I. Loans and Leases Do not deduct the allowance for loan and lease losses or the allocated transfer dsk reserve from amounts reported in this schedule. Report (1) loans and leases held for sale at the lower of cost or market value and (2) loans and leases held for investment net of unearned income. Exclude assets held for trading and commercial paper. Dollar Amounts in Thousands 1. Loans secured by real estate a. Construction, land development, and other land loans b. Secured by farmland (including farm residential and other improvements) c. Secured by 1-4 family residential properties: (1) Revolving, open-end loans secured by 1-4 family residen6al prope~es and extended under lines of credit (2) Closed-end loans secured by 1-4 family residential properties: (a) Secured by first liens (b) Secured by junior liens d. Secured by multifamily (5 or more) residential properties e. Secured by nonfarm nonresidential properties 2. Loans to depository institutions and acceptances of other banks: a. To commercial banks in the U.S. (1) To U.S, branches and agencies of foreig (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. Not applicable. 6. Loans to individuals for household, family, and other personal expenditures (i.e., consumer leans) (includes purchased paper): a. Credit cards b. Other revolving credit plans c. Other consumer loans (includes single payment, installment, and and all student loans 7. Loans to foreign government and official institutions (including foreign central banks) 8. Obligations (other than secudties and leases) of states and poliUoal subdivisions in the U.S. 9. Other loans a. Loans for purchasing or cam/ing secudties (secured and unsecured) b. All other loans (exclude consumer loans) 10. Lease financing receivables (net of unearned income) a. Of U.S. addressees (domicile) b. Of non-U.S, addressees (domicile) 11. LESS: Any unearned income on loans reflected in items 1-9 above 12. Total leans and leases, net of unearned income (sum of items 1 through 10 minus item 11) (total of column A must equal Schedule nC, item 4.a and 4.b) (Column A) Consolidated Sank ~CF~E1 BilI Mil i ~ 141 25,950,000 (Column B) I Offices !CONI Bil I Mil I Thou I1 14!,j' 4.356,009 li.a 93,000 l.b 3,372,000 1.c.1 6,937,000 1.c.2.a 1,513,000 1.c.2.b 834,000 l.d ' 8,759,000 1.e 19,136,000 2.a 0 2.a.1 32,637,000 2.a.2 0 0 2. b . ;, : ~-,.i~t 11,000 2.c as36 78,000 2.C.1 8537 438,000 2.C.2 t5901 658,000 658,000 1re3 30,457,000 17631 30,145,000 a 1764 2,847,000 1764 4.b 8,509,000 117,000 117,000 741,000 741,000 0 649,000 1,115,000 5,453,000 5,351,000 0 97,835,000 t 21071 649,000 1563 6,703,~00 2182 4,615,000 2183 809,000 2123 · 21221 1i;,208,000 6.a 6.c 9.b 10 10.a 10.b 11 12 Bank One, NA FFIEC 031 Legal Tiaa of Bank RC-7 Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-C--Continued Part L Continued Memoranda Dollar Amounts in Thousands RCFDJ Bi~ I Mil r 'ITtou 1, Loans and Leases restructured and in compliance with modified terms (included in Schedule RC~C, part I, and not reported as past due or nonaccmal in Schedule RC-N, Memorandum item 1) (exclude loans secured by 1-4 famiJy residential properties and loans to individuals for household, family, and other personal expenditures) 1818 J 0 2. Matudty and repricing data for loans and leases (excluding those in nonaccmal status): a. Closed-end loans secured by first liens on 1-4 family residential pmperfies in domestic offices (reported in Schedule RC-C, part I, item 1.c.(2)(a), column B) ~': · . · -. with a remaining matudty or next repdcing date of: (1,2) ~CON (1) Three months or less ASS4 245,000 (2) Over three months through 12 months A565 247,000 (3) Over one year through three years AS6S 330,000 (4) Over three years through five years A567 793,000 (5) Over five years through 15 years A5SS 2,441,000 (6) Over 15 years Assa 2,619,000 b. All loans and leases (reported in Schedule RC-C, part l, items 1 through 10, column A) :. EXCLUDING closed-end loans secured by first liens on 1-4 family residential properties in domestic offices (reported in Schedule RC-C, part I item 1.c.(2)(a), column B) with a remaining matudty or next repdcing date of: (1,3) ~CFD (1) Three months or less AST0 71,936,000 (2) Over three months through 12 months A571 7,918,000 (3} Over one year through three years A572 14,880,000 (4) Over three years through five years A673 5,798,000 (5) Over five years through 15 yeare A574, 4,747,000 (6) Over 15 years A57.~ 1,086,000 c. Loans and leases (reported in Schedule RC-C, part I, items 1 through 10, column A) with a REMAINING MATURITY of one year or Jess (excluding those in nonaccroai status) A24?J 57,460,000 included in Schedule RC-C, part I, items 4 and 9, column A (4) 2746 J 3,455,000 (included in Schedule RC-C, part I, item 1.c.(2)(a), column B) 5. Loans secured by real estate to non-U.S, addresses (domicile) (included in RCF[ ,:. :.~: ~. Schedule RC-C, part I, item 1, column A) 8837 123,000 6) Memorandum item 6 is to be completed by banks that (I) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $600 million as of the report date or (2) are credit card specialty banks Outstanding credit card fees and finance charges included in Scheduta RC-C, part I, item 6.a., column A C3911 87,000 M.1 ~t2.a.1 M.2.a.2 M.2.a.3 M.2.a~4 M.2.a.5 M.2.a.6 M.2.b.2 M.2.b.4 M.2.b.5 M.2.b.6 M.3 M.4 M.5 (1) Report fixed rate loans and leases by remaining matudty and floating rate loans by next repdcing date. (2) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual closed-end loans secured by first liens on 1-4 family residential properties in domestic offices included in Schedule RC-N, item 1.c.(2)(a), coJumn C musl equal total closed-end loans secured by tirst liens on 1-4 family residential properties from. Schedule RC-C, part I, item 1.c.(2)(a), column B (3) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus total nonaccreal loans and leases from Schedule RC-N, sum of items 1 through 8, column C, minus nonaccmal closed-end loans secured by firsl liens on 1-4 family residential properties in domestic offices included in Schedule RC-N, item 1.c.(2)(a), column C, must equal total loans and tsases from Schedule RC-C, Part I, sum of items 1 through 10, column A, minus total closed-end loans secured by first liens on 1-4 family residential properties in domestic offices from Schedule RC-C, pad I, item 1.c.(2)(a), column S. (4) Exclude loans secured by real estate that are included in Schedule RC-C, part I, item 1, column A. 'Bank One, NA FFIEC 031 RC-Ta Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number- 03618 Schedule RC.C--Continued Part II. Loans to Small Businesses and Small Farms Schedule RC-C, Part II is to be reported only with the June Report of Condition. Report the number and amount currently outstanding as of June 30 of business loans with "original amounts" of $1,000,000 or less and farm loans with "original amounts" of $500,000 or less, The following guidelines should be used to determine the "original amount" of a loan: (1) For loans drawn down under lines of credit or loan commitments, the "original amount" of the roan is the size of the line of credit or loan commitment when the line of credit or loan commitment was most recently approved, extended, or renewed prior to the report date. However, if the amount currently outstanding as of the report date exceeds this size, the "original amount" is the amount currently outstanding on the report date. (2) For loan participations and syndications, the "original amount" of the loan participation or syndication is the entire amount of credit originated by the lead lender. (3) For all other loans, the "original amount'' is the total amount of the loan at origination or the amount currently outstanding as of the report date, whichever is larger, Loans to Small Businesses 1. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank's "Loans secured by nontarm nonresidential properties" in domestic offices reported in Schedule RC-C, part I, item l.e, column B, and all or substantially all of the dollar volume of your bank's "Commercial and industrial loans to U.S. addressees" in domestic offices reported in Schedule RC-C, part I, item 4.a, column B, have original amounts of $100,000 or less (If your bank has no loans outstanding in BOTH of these two loan categories, ~RIONI YES / NO place an "X" in the box marked "NO.") 161999 NO If YES, complete items 2.a and 2.b below, skip items 3 and 4, and go to item 5. If NO and your bank has loans outstanding in either loan category, skip items 2.a and 2.b, complete items 3 and 4 below, and go to item 5. If NO and your bank has no loans outstanding in both loan categories, skip items 2 through 4, and go to item 5. 2~ Report the total number of loans currently outstanding for each of the following Schedule RC-C, part I, loan categories: a. "Loans secured by nonfarm nonresidential properties" in domestic offices reported in Schsdule RC-C, part r, item 1.e, column B (Note: Item l.e, column B, divided by the number of loans should NOT exceed $100,000.) b. "Commercial and industrial loans to U.S. addressees" in domestic offices reported in Schedule RC-C, part I, item 4.a, column B (Note: Item 4.a, column B, divided by the number of loans should NOT exceed $100,000.) __ Dollar Amounts in Thousands 3. Number and amount currently outstanding of "Loans secured by nonfarm nonresidential properties" in domestic offices reported in Schedule RC-C, part I, item l.e, column B (sum of items 3.a through 3.c must be less than or equal to Schedule RC-C, part I, item l.e, column B); Number I of Loa~l/A 2. a N/A 2. b (Column A) (Column B) Number Amount of Loans Currently Outstanding a. With original amounts of $100,000 or less 5564 1,852 77,317 3.a b. With otiginal amounts of more than $100,000 through $250,000 ssss 2,939 177,046 3.b c, With paginal amounts of more than $250,000 through $1,000,000 5sss I 4,232 1,775,780 3.c addressees" in domestic offices reported in Schedule RC-C, part I item 4.a column * "~'"~ '~:~:;;.!i~:?~');:',~ ~.]?~-;~;~;;: .-i~; sumof tems4a hrough4cmustbe ess hanorequa oSchedueRC-C part / '; .:~:~ ~;' "~::~ ~ Bank One, NA FFIEC 031 Legal Title of Bank RC-7b Transmitted to EDS as 0008815 on 08108/2003 at 08:08:16 CST FDiC Ceffificate Number - 03618 Schedule RC-C--Continued Part II. Continued Agricultural Loans to Small Farms 5. indicate in the appropriate box at the dght whether all or substantially all of the dollar vorume of your bank's "Loans secured by farmland (including farm msiden§al and other improvements)" in domestic offices reported in Schedule RC-C, part I, item l.b, column B, and all or substantially all of the dollar volume of your bank's "Loans to finance agricultura. I production and other loans to farmem" in domestic offices reported in Schedule RC.-C, part I, item 3, column B, have edginal amounts of $100,000 or less (rf your bank has no loans outstanding in BOTH of these two loan categories, place an "X" in the box ma~ked "NO.") If YES, complete items 6.a and 6.b below, and do not complete items 7 and 8. if NO, and your bank has loans outstanding in either loan category, skip items 6.a and 6.b and complete items 7 and 8 below. If NO and your bank has no loans outstanding in both loan categories, do not complete items 6 through 8, 6. Report the total number of loans currently outstanding for each of the following Schedule RC-C, part J, loan categedes: a. "Loans secured by farmland (including farm residential and other improvements)" in domestic offices reported in Schedule RC-C, part I, item l.b, column B (Note: Item 1.b, column B, divided by the number of loans should NOT exceed $100,000.) b. "Loans to finance agricultural production and other loans to farmers" in domestic offices reported in Schedule RC-C, part I, item 3, column B (Note: Item 3, column B, divided by the number of loans should NOT exceed $100,000.) 860 55771 N/A Dollar Amounts in Thousands (Column A) Number of Loans 7. Number and amount currently outstanding of "Loans secured by farmland (including farm residential and other improvements)" in domestic offices reported in Schedule RC-C, part I, item l.b, column B (sum of items 7.a through 7.c must be less than or equal to Schedule RC-C, part I, item l.b, column B); a. With odgina[ amounts of $100,000 or less b. With odginal amounts of mom than $100,000 through $250,000 c. With odginal amounts of more than $250,000 througl 8. Number and amount currently outstandJeg of"Loans to finance agricultural production and other loans to farmers" in domestic offices reported in Schedule RC-C, part h item 3, column B, (sum of items 8.a through 8.c must be less than or equal to Schedule RC-C, part I, item 3 column B): a. With odginal amounts of $100,000 or less b. With odginal amounts of more than $100,000 throegl c. With edginal amounts of more than $250,000 through ~SINO (C~lumn B) Amount Cunently Outstanding J5 5.a 3,757 7.a 10,799 7.b 12,965 7.c 10,121 8.a 19,564 8.b 24,633 8.c Bank One, NA FFIEC 031 RC-8 Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-D--Trading Assets and Liabilities Schedule RC-D is to be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding year. Dollar Amounts in Thousands ~CONI BilI MilI Thou Jrifies in domestic offices 3531 I 105,000 agency obligations in domestic offices (exclude mortgage- 35321 0 ,y states and political subdivisions in the U.S. in domestic offices 3533 0 securities (MBS) in domestic offices: r' ;cudties issued or guaranteed by FNMA, FHLMC, or GNMA 35341 0 -backed secud~es issued or guaranteed by FNMA, FHLMC, or GNMA REMICs, and stripped MBS) 3535 0 ge-backed securities 3536 0 ~s in domestic offices 3537 88,000 ~raign offices 3542 218,000 :es 3643 3,736,000 ~ 3543 1,782,000 s (sum of items I through 11 ) (must equal Schedule RC, item 5) 3545 5,960,000 ASSETS 1. U.S. Treasury secL 2. U.S. Government a~ backed securities) 3. Securities issued b 4. Mortgage-backed securities a. Pass-through sE a b, Other mo~tgag~ (include CMOs 4.b c. All other mort~c 4.c 5. Other debt securities in 6. - 8. Not applicable 9. Other trading ass~ 10. Trading assets in foreb ) 11. Revaluation g~ ' a. In domestic offices 11.a b. In foreign offices 11.b 12. Total trading assets (sum 12 LIABILITIES 13, Liability for short positions 14. Revaluation losses on derivative contracts 15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15) t"Clil Bill""l~ a 3545 467,000 1'13 3547 4,179,000 114 354 4,666,000116 Bank One, NA FFIEC 031 " Legal Title of Bank Rc-g Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Cedificate Number - 03618 Schedule RC-E--Deposit Liabilities Part [. Deposits in Domestic Offices Transaction Accounts Accounts (Column A) (Column B) (Column C) Total Memo: Total Total (including tote (included in (including demand deposit.~ column A) MMDAs) Dollar Amounts in Thousands RCONI Bil I Mil I Thou ICONI Bil I Mil I Ti'.3u ~CONI Bil I Mil I Thou (include all certified and official checks) 8549 25,850,000 ~,;;~!~;i~:~:ii!.i.~-~,: ' s550 98,478,000 2. U.S. Government 2202 682,000 :~,~;i;.~;;-:;,i:~,:i · 2520 0 3. States and political subdivisions in the U.S. 2203 2,150,000 i ,g~;~':~',~ ii.; ; 2530 1,409,000 4. Commemial banks and other depository ?,~ ii-~,~;~'~ ~:'~*~'~ ' ' ,~, ,~: ' insfituUons in the U.S. s5§11 2,348,000 ~,~,",~ ~5S21 1,137,000 I I 5. Banks in foreign countries 2213 51,000 ~¢. ~,- . ,? .- 2236 g (including foreign central banks) 22161 0 *,'- · ~ ~ ~r 23771 0 7. Total (sum of items 1 through 6) (sum of ' item13.a) 22151 31,081,000 22101 28,289,000 23651 101,024,000 Memoranda Dollar Amounts in Th°usands ~R~ ~N!,: ~i.~,! Mil,} Th°u I 4,1g3,000 1~3ssl 2,560,000 1. Selected components of total deposits (i.e., sum of item 7, columns A and C): a, Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts b. Total brokered deposits c. Fully insured brokered deposits (included in Memorandum item l.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. Matudty data for brokered deposits: (1) Brokered deposits issued in denominations of less than $100,000 with a remaining matud{y of one year or less (included in Memorandum item 1.c.(1 ) above) (2) Brokered deposits issued in denominations of $100,000 or moro wilh a remaining matudty of one year or less (included in Memorandum item l.b above) e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S. reported in item 3 above which are secured or collatarlized as roquired under state law', (to be completed for the December report only) 2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.c must equal item 7, column C, above): a. Savings deposits: (1) Money market deposit accounts (MMDAs) (2) Other savings deposits (excludes MMDAs) b. Total time deposits of less than $100,000 c. Total time deposits of $100,000 or more 2s~l 2,493,000 5! °1 ! 561ol 74,383,000; o3521 6,457,000 i 2so~ I 7.522,0001 M.l.c.1 M.1.c.2 M.l.d.1 M.1 .d.2 M.2.a.2 M.2.b M.2.c Bank One, NA FFIEC 031 RC-10 Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-E--Continued Part I. Continued Memoranda (continued) Dollar Amounts 3. Maturity and repdcing data for time deposits of less than $100,000: a. Time deposits of less than $100,000 with a remaining maturity or next repricing date of (1,2) (1) Three months or less (2) Over three months through 12 months (3) Over one year through three years (4) Over three years b. Time deposits of less than $100,000 wilh a REMAINING MATURITY of one year or less (included in Memorandum items 3.a.(1) and 3.a.(2) above) (3) 4. Maturity and repdcing data for file deposits of $100,000 or more: a. Time deposits of $100,000 or more with a remaining matadty or next repdcing date of (1,4) (1) Three months or less (2) Over three months through 12 months (3) Over one year through three years (4) Over three years b. Time deposits of $100,000 or more with a REMAINING MATURITY of one year or less (included in Memorandum items 4.a.(1) and 4. a.(2) above) (3) 2,268,000 M.3.a.1 4,016,000 M.3.a.2 3,408,000 M.3.a.3 2,970,000 M.3.a.4 6,284,000 M.3.b A584 2,155,000 M.4.a.l A6SS 1,587,000 M.4.a.2 A586 2,255,000 M.4.a.3 A5871 1,525,000 M.4.a.4 I (1) Report fixed rate time deposits by remaining maturity and floa6ng rate time deposits by next repdcing date. (2) Sum of Memorandum items 3.a.(1 ) through 3.a.(4) must equal Schedule RC-E Memorandum item 2.b. (3) Report both fixed and floating rate time deposits by remaining matadty. Exclude floating rate time deposits with a next repdcing date of one year or less that have a remaining matudty of over one year, (4) Sum of Memorandum items 4.a.(1) through 4.a.(4) must equal Schedule RC-E, Memorandum item 2.c. Part II. Deposits in Foreign Offices (including Edge and Agreement subsidiaries and IBFs) Dollar Amounts in Thousands Deposits of: 1, Individuals, partnerships, and corporations (include all certified and official checks) 2. U.S. banks (including IBFs and foreign branches of U.S. banks) and other U.S. depository institu6ons 3, Foreign banks (including U.S. branches and agencies of foreign banks, including their IBFs) 4. Foreign governments and official institutions (including foreign central banks) 5. U.S. Govemment and states and political subdivisions in the U.S. 8. Total (sum of items 1 through 5 ) (must equal Schedule RC, item 13.b) Memorandum Dollar Amounts in Thousands 1. Time deposits with a remaining matudty of one year or less (included in Part I1, item 6 above) :~CFH BilI Mil l'rheu B5631 15,997,000 E~SS4 820,000 2625 2,368,000 2650 3,035,000 22~0 22,220,000 Bank One, NA FFIEC 031 Legal Title of Bank RC-11 Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number- 03618 Schedule RC-F~ther Assets Dollar Amounts in Thousands 1. Accrued interest receivable (1) 2. Net deferred tax assets (2) 3. Interest-only strips receivable (not in the form of a security) (3) on: a. Mortgage loans b. Other financial assets 4. Equity securities that DO NOT have readily determinable fair values (4) · 5. AIl other assets (itemize and describe amounta greater than $25,000 that exceed 25% of this itom) TEXT a. Prepaid expenses 2166 b. Cash surrender value of life insurance c009 c. Repossessed personal property (including vehicles) 1578 d. Dedviatives with a positive fair value held for purposes other than trading c010 Retained interests in accrued interest receivable related to securitized credit cards f'l 3549 IAcc°unts Receivable 9. 3550 I h. 3551 8. Total (sum of items 1 through 5) (must equal Schedule RC, item 11) C436 3550 A519 A520 -- 1753 829,000 2158 7,459,000 0 2,413,000 21601 9,166,000 5.b 5.c 5.d 5.e 5.g 5.h 6 Schedule RC-G--Other Liabilities Dollar Amounts in Thousands Rco[, I Bil I Mil I Thou 1. a. interest accrued and unpaid on deposits in domestic offices(5) 13645 174,000 b. Other expenses accrued and unpaid (includes accrued income taxes RCF[ payable) 3646 1,308,000 2. Net deferred tax liabilities (2) 3049 1,346,000 3. Allowance for credit losses on off-balance sheet credit exposures 8557 0 4. All other liabilities (itemize and descdbe amounts greater than $25,000 that exceed 25% of this item) 2938 6,988,000 c. Dividends declared but not yet payable 2932 0 5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) 29301 9,816,000 ¢.b 4.f 4.g (1) Include accrued interest receivable on loans, leases, debt securities, and other interest-bearing assets. (2) See discussion of deferred income taxes in Glossary entry on "income taxes." (3) Report interest-only stdps receivable in the form of a security as available-tor sale securities in Schedule RC, item 2.b, or as trading assets in Schedule RC, item 5, as appropriate. (4) Include Federal Reserve stock, Federal Home Loan Bank stock, and bankers' bank stock (5) For savings banks, includes "dividends" accrued and unpaid on deposits. Bank One, NA FFIEC 031 RC-12 Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-H---Selected Balance Sheet Items for Domestic Offices Offices Dollar Amounts in Thousands ~cor Bil t Mil I Thou 1. Customers' liability to this bank on acceptances outstanding 21 ss 237,000 2. Bank's liability on acceptances executed and outstanding ! 2920 237,000 3. Securities pumhased under agreements to resell BS8c. 9,876,000 4. Securities sold under agreements to repumhase ! B99." 4,112,000 5. Other borrowed money 13190 28,923,000 EITHER I ~ 6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs 21631 6,656,000 OR 7. Net due to own foreign offices, Edge and Agreement subsidiaries, and ]BFs 2941 I N/A 8. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and IBFs) 21921 200,226,000 9. Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries, and ,, IBFs) 31291 189,306,000 In items 10-17 report the amortized (historical) cost of both held-to-maturity and available-for-sale securities in domestic offices. 16. U.S. Treasury securities 11. U,S. Government agency obligations (exclude mortgage-backed securities) 12. Securities issued by states and political subdivisions in the U.S, 13. Mortgage-backed secudties (MBS): a. Pass-through securities: (1) Issued or guaranteed by FNMA, FHLMC, or GNMA (2) Other pass-through securities RCON Bil r Mil I 3~ou 1039 3,677,000 1041 1,877,000 1042 1,096~000 1043 31,601,000 1044 3,000 b. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS): (1) Issued or guaranteed by FNMA, FHLMC, or GNMA (2) All other mortgage-backed securities 14. Other domestic debt securities (include domestic asset-backed securities) 15. Foreign debt securities (include foreign asset-backed securities) 16. Investments in mutual funds and other equity securities with readily determinable fair values 17. Total amortized (historical) cost of both held-to-maturity and available-for-sale securities (sum of items 10 through 16) 18. Equity securities that do not have readily determinable fair values 10 11 12 13.a.1 13.a.2 464,000 13.b.1 521,000 13.b.2 17,953,000 14 6,000 15 903,000 16 58,101,000 17 829,000 18 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 IRCF~ 1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12) ~ 2133 2. Total IBF liabilities (component of Schedule RC, item 21) .128961 904,000 1 662,000 2 Bank One, NA FFIEC 031 Legal Title of Bank RC-13 Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number- 03618 Schedule RC-K----Quarterly Averages (1) Dollar Amounts in Thousands RCFD~ BilI Mil I Th~u ] balances due from depository institutions 3381 I 3,447,000 ;ecudties and U.S. Government agency obligations (2) :gage-backed secudties) e5581 3,864,000 ed secedties (2) a5591 27,846,000 ties (2, 3)(includes securities issued by states and political the U.S.) aSS01 19,182,000 ;old and securities purchased under'agreements to resell 33651 15,754,000 is 3360 93,362,000 :ured by mai estate 3385 26,797,0g0 ~nance agricultural production and other loans to farmers 3386 643,000 :iai and industrial loans 3387 31,985,000 individuals for household, family, and other persona~ expenditures: .' . : cards 85811 8,458,000 plans other than credit cards) 8562 1,712,000 i foreign offices, Edge and Agreement subsidiaries, and IBFs 3360 16,853,000 3401 5,759,000 and preauthorized transfer accounts) (exclude demand deposits) 3485 2,698,000 ~sits (includes MMDAs) 8563 60,588,000 :S of $100,000 or more ASia 7,935,000 s of less than $100,000 A52c. 13,014,000 g deposits in foreign offices, Edge and Agreement subsidiaries, and I BFs ' 34o4 21,447,000 ~age indebtedness and obligations under capitalized leases) 33551 28,991,000 ASSETS 1. thterest-bearin( 2. U.S. TreasuB (excluding mortgag, 3, Mortgage-backe 4. All other securities subdivisions in the U.S 6. Loans: a. Loans in domestic offices: (1) Total loans (2) Loans secured b~ 6.a.2 (3) Loans to finance ~ 6.a.3 (4) 6.a.4 (5) (a) Credil 6.a.5.a credit 6.a,5. b b. Total loans in forei( 6.b 7. Trading assets 8. Lease financing 9. Total assets(4) LIABILrrlES 10. Interest-beadr and telephone a. Savings deposits ( 11.a b. 'rime dep 11 .b c. Time deI 11.c 12. Interest-beadn 12 13. Federal funds 13 14. Other borrowed mona (includes mod 14 (1) For all items, banks have the option of reporting either (1) an average of DAILY figures for the quarter, or (2) an average of WEEKLY figures (i.e., the Wednesday of each week of the qua~er). (2) Quarterly averages for all debt securities should be based on amortized cost. (3) Quarterly averages for all equity securities should be based on historical cost. (4) The quarterly averages for total assets should reflect all debt securities (not held for trading) at amortized cost, equity securities with readily determinable fair values at the lower of cost or fair value, and equity securities without readily determinable fair values at historical cost. 'Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDiC Certificate Number- 03618 Schedule RC-L--Derivatives and Off-Balance Sheet Items FFIEC 031 RC-14 Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk. Dollar Amounts in Thousands nCF~ BilI MilI Thou 1. Unused commitments: · · a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home ,;;~" ," : equity lines 3814 { 81,000 b. Credit card lines 38151 1,302,000 c. Commemial real estate, construction, and land development; (1) Commitments to fund loans secured by real estate 3816 2,002,000 (2) Commitments to fund loans not secured by real estate 9880 1,534,000 d. Securities underwriting 3817 0 e. Other unused commitments 3818 111,435,000 2. Financial standby letters of credit and foreign office guarantees 3819 20,882,000 a. Amount of financial standby letters of credit conveyed to others I 38201 7,136,000 . '-.:.:': ·: -; .' 3. Performance standby letters of credit and foreign office guarantees 3821 I 3,948,000 a. Amount of perfomnance standby letters of credit conveyed to others I 38221 1,270,000 ; ~:~:~ :- - ~ ,, 4. Commercial and similar letters of credit 3411 I 578.000 5. Participations in acceptances (as described in the instructions) conveyed to others by the :,:: ~:~ ~;,- ,:':' ~ - reporting bank 34281 1,000 6. Securities lent (including customers' securities lent where the customer is indemnified against ~,,~ ~.J~ ~"~'~' ~;' ': loss by the reporting bank) 3433 { 0 2 2.a 3. 3.a 7.a.2 7.b 7.b.2 9. b 10 10.b 10,c 10.d 10.e 11. Year-to-date merchant credit card sales volume: a, Sales for which the reporting bank is the acquiring bank b. Sales for which the reporting bank is the agent bank with dsk c22 0 11.b Bank One, NA FFIEC 031 Lsgal Title of Bank RC-15 Transmitted to EDS as 0008815 on 08A)8/2003 at 08:08:16 CST FDIC Certificate Number- 03618 Schedule RC-L--Continued Dollar Amounts in Thousands Derivatives Position Indicators (Column A) Interesl Rate Contracts 12. Gross amounts (e.g., notional amounts) (for I Bil I Mil I Thou each column, sum of items 12.a through 12!e? ,-, ,, must equal sum of items 13 and 14): a. Futures contracts b. Forward contracts c. Exchange-traded option contracts: (1) Wdtten options (2) Purchased options d. Over-the-counter option contracts: (1) Wdtten options (2) Purchased options e. Swaps 13. Total gross notional amount of derivative contracts held for trading 14. Total gross notional amount of derivative contracts held for purposes other than trading a. Interest rate swaps where the bank has agreed to pay a fixed rate__ 15. Gross fair values of derivative contracts: a. Contracts held for trading: (1) Gross positive fair value (2) Gross negative fair value b. Contracts held for purposes other than trading: (1) Gross positive fair value (2) Gross negative fair value __ (Column B) Foreign Exchange Contracts T~il I Bil I Mil I Thou (Column C) Equity Derivative Contracts Th[ I Bil I Mil I Thou (C~umn D) Commod~ and Other Contracts THI I Bil I Mil I Thou RCFD 8696 RCFD 8693 RCFD 8694 RCFD 8695 30,470,000 344,000 147,000 232,000 RCFD 8697 RCFD 8698 RCFD 8699 RCFD 8700 163,537,000 72,648,000 332,000 0 RCFD 8701 RCFD 8702 RCFD 8703 RCFD 8704 RCFD 8706 4,000,000 RCFD 8705 7,835,000 97,000 RCFD 8707 1,202,000 RCFD 8711 RCFD8709 0 RCFD 8710 RCFD 8708 RCFD 8712 59,538,000 9,688,000 459,000 412,000 RCFD S713 RCFD 8714 RCFD 8715 RCFD 8716 74,871,000 8,958,000 529,000 515,000 RCFD 3450 RCFD 3826 RCFD 8719 RCFO 8720 675.458,000 8,853,000 2,755,000 2,977,000 RCFD A126 RCFD A127 RCFD 8723 RCFD 8724 100,049,000 RCFD 8726 5,521,000 RCFD 8727 442,000 11,273,000 RCFD A589 9,499,000 RCFD 8734 RCFD 8735 25,401,000 2,142,000 132,000 RCFD 8733 RCFD 8737 RCFD 8738 RCFD 8739 24,234,000 2,042,000 104,000 529,000 RCFD 8741 RCFD 8742 RCFD 8743 38,000 7,000 0 RCFD 8745 RCFD 8746 RCFD 9747 0 2,000 4,136,000 RCFD 8728 12.b 12.c.2 12.d.2 12.e 13 14 14.a RCFD 8744 15.b.1 RCFD S748 15.b.2 RCFD 8736 390,000 15.a.1 RCFD8740 344,000 15.a.2 Bank One, NA FFIEC 031 RC-16 Legal Title of Bank Transmi[ted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Ce~ficata Number - 03618 Schedule RC~M--Memoranda Dollar Amounts in Thousands 1, Extensions of credit by the reporting bank to its executive officers, directors, principal shareholders, and their related interests as of the report date: a. Aggregate amount of all extensions of credit to all executive officers, directors, principal shareholders, and their related interests b. Number of executive officers, directors, and principal shareholders to whom the amount of all extensions of credit by the reporting bank (including extensions of credit to related interests) equals or exceeds the lesser of $500,000 or 5 pement of total capital as defined for this puqoose in agency regula6ons 2. Intangible assets other than goodwill: a. Mortgage servicing Assets (1) Estimated fair value of mortgage servicing assets b. Purchased credit card relationships and nonmortgage servicing assets c. All other identifiable intangible assets. d. Total (sum of itams 2.a, 2.b, and 2.c) (must equal Schedule RC, item 10.b) 3. Other real estate owned: a. Direct and indirect investments in real estate ventures b. All other real estate owned: (1) Construction, land development, and other land in domestic offices (2) FarmJand in domestic offices (3) 1-4 family residential properties in domestic offices (4) Multifamily (5 or more) residential properties in domestic offices (5) Nonfarm nonresidential propeRties in domestic offices Number I A5gOI 0 ~CFD~ BilI Mil tThou s1641 1,3341831 B026 0 5507 66,000 0426 66,000 10.000 42,000 18,000 70,000 414,000 4t4,000 1.b 2.a.1 2.b 2.c 2.d 3.a 3.b.1 3.b.2 3.b.3 3.b.4 3.b.5 3.b.6 3.c ¢,a ¢.b (6) In foreign offices c. Total (sum of items 3.a and 3.b) (must equal Schedule RC, item 7) 4. Investments in unconsolidated subsidiaries and associated companies: a. Direct and indirect investments in real estate ventures b. All other investments in unconsolidated subsidialies and associated companies c. Total (sum of items 4.a and 4.b) (must equal Schedule RC, item 6) 5. Other borrowed money: a. Federal Home Loan Bank advances: (1) With a remaining matudty of one year or less (1) (2) With a remaining maturity of more than one year through Ihree years (3) With a remaining matudty of more than three years b. Other borrowings: (1) With a remaining matudty of one year or less (2) With a remaining matudty of more than one year through three years (3) With a remaining maturity of more than three years c. Total (sum of items 5.a.(1) through 5.b.(3)) (must equal Schedule RC, item 16) 6. Does the reporting bank sell pdvata label or third party mutual funds and annuities? 7. Assets under the reporting bank's management in propdetaP/mural funds and annuities 8. Primary Internet Web site address of the bank (home page), If any: (example: http://www.examptabank.com) TEXT ~ http://www.ban kone.com 9. Do any of the bank's Internet Web sites have transactional capability, i.e., allow the bank's customers to execute transactions on their accounts through the Web site? 2651 0 ssss 1,000,000 B56~] 3,565,000 B571 15,107,000 B567 4,116,000 B568 5,342,000 3190 29,130,000 ~essal YES/NOyEs 16 BS701 8 YES I NO 19 5.a.3 5.b.3 5.c (1) Includes overnight Federal Home Loan Bank advances. Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number- 03618 Schedule RC-N--Past Due and Nonaccrual Loans, Leases, and Other Assets FFIEC 031 RC-17 Dollar Amounts in Thousands 1. Loans secured by real estate: a. Construction, land development, and other land toans in domestic offices b. Secured by farmland in domestic offices c. Secured by 1-4 family residential propedies in domestic offices: (1) Revolving, open-end loans secured by 1-4 family residential propedies and extended under lines of credit (2) Closed-end loans secured by 1-4 family residential properties: (a) Secured by first liens (b) Secured by junior liens d. Secured by multifamily (5 or more) residential prope~[es in domestic offices e. Secured by nonfarm nonresidential properties properties in domestic offices f. In foreign offices 2. Loans to depositoPJ institutions and acceptances of other banks: a. To U.S. banks and other U.S. depositoP/ institutions b. To foreign banks 3. Loans to finance agdculturel production and other loans to farmers 4. Commemial and industrial loans: a. To U.S. addressees (domiciJe) b. To non-U.S, addressees (domicile) 5. Loans'to individuals for household, family, and other personal expenditures: a, Credit cards b. Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards) 6. Loans to foreign governments and official institutions 7. All other loans 8. Lease financing receivables: a. Of U.S. addressees (domicile) b. Of non-U.S, addressees (domicile) 9. Debt securities and other assets (exclude other real estate owned and other repossessed assets) (Column A) Past due 30 through 89 days and still accruing ~co.I BalI Mil I Thcu 65,000 0 (Column B) Past due 90 days or more and still accruing tCONI Bil I Mil 133'mu 0 0 (Column C) Nonaccrual Rco.I sill MilI Thou 2,000 l.b 101,000 1.c.1 0 262,000 0 45,000 0 14,000 5,000 5380 { 0 15941 7,000 400,000 1,000 5' '. 0 53511 o 305,000 0 0 55521 3,000 15831 8,000 67,000 0 ...... 5 ,81 o -5ol ,ooo 5389 0 5390] 0 5391 0 0 5461 ] 12,000 I84591 31,000 5460 1257 9,000 1258 . 0 1259 139,000 12711 0 12721 0 1791J 0 35o51 310,000 35051 270,000 35071 0 1 .c.2.b 1.d 2.a 4.b a I~ank Or'e, NA FFIEC 031 Legal Title of Bank RC-18 Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC.N--Continued Amounts reported in Schedule aC-N, items 1 through 8, above include guaranteed and unguamnteed portions of past due and nonaccrual loans and leases. Report in item 10 below certain guaranteed loans and leases that have already been included in the amounts reported in items 1 throuqh 8. 10. Loans and leases repo through 8 above which are whol guaranteed by the U.S. Government a. Guaranteed I: included in item 10 above (Column A) (Column B) (Column C) Past due Past due 90 Nonaccrual 30 through 89 days or more days and still and still accruing accruing Dollar Amounts in Thousands RCFD~ Bil I Mm I Thou RCFI~ BilI Mil t Thou =~CF~ BilI Mil I Thou 'holly or partially ? ..... .~:' ~ ' 'nment 56121 1,000 5si31 0 5si41 1,000 5s~sI 1,000 ss~sI 0 ~sl?I 1,000 10 10.a Memoranda Dollar Amounts in Thousands 1. Restructured loans and leases included in Schedule RC-N, items I through 8, above (and not reported in Schedule RC-C, Part I, Memorandum item 1) 2. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule aC-N, items 4 and 7, above 3. Loans secured by real estate to non-U.S. addresses (domicile) (included in Schedule aC-N, item 1, above) 4. Not appl[cabts 5. Loans and leases held for sale (included in Schedule aC-N, items 1 through 8, above) (Column A) Past due 30 through 89 days and still accruing RCFD~ BilI Mil I Thou 16581 0 (Column B) Past due 90 days or more and still accruing RCF[~ ailt MilI Thou 16591 0 (C~umn C) ~cF~ Bi)I Mil lThou 54,000 M.2 0 M.3 6,000 M.5 54,000 44,000 I (Column A) I (Column B) I Past due Past due 90 30 through days or more 6. Interest rote, foreign exchange rate, and other 89 days commodity and equity contracts: RCFD{ Bil, MilI 'R~ou RCFD~ Bil I M~] I Thou Fair value of amounts carried as assets 35291 2,000 353oI 0 M.6 Person to whom questions about the Repo~s of Condition and Income should be directed: Matthew A. Reeoa, Vice President Name and T/tie (TEXT 8901) Matthew A_Reece@bankone.com E-mail Address (TEXT 4086) 312-407-3685 312-407-5698 Telephone: Ama code/phone number/extension (TEXT 8902) FAX: Area code/phone number (TEXT 9116) Bank One, NA FFIEC 031 Legal Title of Bank RC-19 Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Cer~flcate Number- 03618 Schedule RC-O---Other Data for Deposit Insurance and FICO Assessments 1. Unposted debits (see instructions): a, Actual amount of all unposted debits OR b. Separate amount of unposted debits: (1) Actual amount of unpostad debits to demand deposits (2) Actual amount of unposted debits to time and savings deposils (1) 2. Unposted credits (see instructions): a. Actual amount of all unpostad credits OR b. Separate amount of unposted credits: (1) Actual amount of unposted credits to demand deposits (2) Actual amount of unposted credits to time and savings deposits (1) 3. Uninvested trust funds (cash) held in bank's own trust department (not included in total deposits in domestic offices) 4. Deposits of consolidated subsidiaries in domestic offices and in insured branches in Puerto Rico and U.S. territories and possessions ( not included in total deposits ): a. Demand deposits of consolidated subsidiaries b. Time and savings deposits (1) of consolidated subsidiaries c. Interest accrued and unpaid on deposits of consoiidatad subsidiaries 5. Deposits in insured branches in Puerto Rico and U.S. territories and possessions: a. Demand deposits in insured branches (included in Schedule RC-E, Part II) b. Time and saving deposits (1) in insured branches (included in Schedule RC-E, Part II) c. interest accrued and unpaid on deposits in insured branches (included in Schedule RC-G, item 1,b) 6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on behalf of its respondent depository institutions that are also reflected as deposit liabilities of the reporting bank: a. Amount reflected in demand deposits (included in Schedule RC-E, Part I, Item 7 column B) b. Amount reflected in time and savings deposits (1) (included in Schedule RC-E, Part I, Item 7, column A or C, but net column B) 7. Unamortized premiums and discounts on time and savings deposits: (1,2) a. Unamortized premiums b. Unamortized discounts 8. To be completed by banks with "Oakar deposits ". a. Deposits purchased or acquired from other FDiC-insured institutions dudng the quarter (exclude deposits purchased or acquired from foreign offices other than insured branches in Puerto Rico and U.S. territories and possessions): (1) Total deposits purchased or acquired from other FDiC-insured institutions dudng the quarter (2) Amount of purchased or acquired deposits reported in item 8.a.(1) above attributable to a secondary fund (i.e., BIF members report deposits attributable to SAIF; SAIF members report deposits at~ibutable to BIF) b, Total deposits sold or transferred to other FDiC-insured institutions dudng the quarter (exclude sales or transfers by the reporting bank of deposits in foreign offices other than insured branches in Puerto Rico and U.S. territedes and possessions) 1.b.1 1 .b.2 2.a 210,000 2.b.1 0 2.b.2 2211 177,000 2351 4.b 5514 4.c 2383 0 5.b ss~s I 0 5.c 23141 24,000 ~.a 7.b 6,250,000 8.a.1 89,000 8.a.2 0 8.b (1) For FDIC and FICO insurance assessment purposes, "time and savings deposits" consists of nontransaction accounts and all transaction accounts other than demand deposits. (2) Exclude core deposit intangibles. ', Bank Ohe, NA Legal Title of Sank Transmitted to EDS as 0008815 on 08/0812003 at 08:08:16 CST FDIC Certificate Number- 03618 Schedule RC-O-~Continued FFIEC 031 RC-20 9. Deposits in lifeline accounts Dollar Amounts in Thousands 10. Benefit-responsive "Depository institution Investment Contracts" (included in total deposits in domestic offices) 11. Adjustments to demand deposits in domestic offices and in insured branches in Puerto Rico and U.S. terdtedes and possessions repo~ted in Schedule RC-E for certain reciprocal demand balancas: a. Amount by which demand deposits would be reduced if the reporting bank's reciprocal demand balances with the domestic offices of U.S. banks and savings associations and insured branches in Puerto Rico and U.S. territories and possessions that were reported on a gross basis in Schedule RC-E had been reported on a net basis b. Amount by which demand deposits would be increased if the reporting bank's reciprocal demand balances with foreign banks and foreign offices of other U.S. banks (other than insured branches in Puerto Rico and U.S. territories and possessions) that were reported on a net basis in Schedule RC-E had been reported on a gross basis c. Amount by which demand deposits would be reduced if cash items in process of collection were included in the calculation of the reporting bank's net reciprocal demand balances with the domestic offices of U.S. banks and savings associations and insured branches in Puerto Rico and U.S. territedes and possessions in Schedule RC-E 12. Amount of assets netted against deposit liabilities in domestic offices and in insured branches in Puerto Rico and U.S. territories and possessions on the balance sheet (Schedule RC) in accordance with generally accepted accounting principles (exclude amounts related to reciprocal demand balances): a. Amount of assets netted against demand deposits b. Amount of assets netted against time and savings deposits Memoranda (to be completed each quarter except as noted) ~co~ Bil I Mil I 5596 : ~ 9 87851 48,000 11.a A181[ 0 11.b A527[ 425,000 12.a A52a 0 12.b Dollar Amounts in Thousands ~R~CONI Bil I Mil I Trx~ 1. Total deposits in domestic offices of the bank and in insured branches in Puerto Rico and U.S. terdtodes and possessions (sum of Memorandum items 1.a.(1) and 1.b.(1) must equal the sum of Schedule RC, item 13.a, and Schedule RC-O, items 5.a and 5.b): a. Deposit accounts of $100,000 or tsss (1): (1)'Amount of deposit accounts of $100,0000 or less (2) Number of deposit accounts of $100,000 or less ' (to be completed for the June report only) 13779 b. Deposit accounts of more than $100,000 (1): (1} Amount of deposit accounts of more than $100,000 (2) Number of deposit accounts of more than $100,000 [ 2722 2, Memorandum item 2 is to be completed by all banks. Estimated amount of uninsured deposits in domestic offices of the bank and in insured branches in Puerto Rico and U.S. ter~todes and possessions (see instructions) 3. Has the reporting institution been consolidated with a parent bank or savings association in that parent bank's or parent savings association's Call Report or Thdff Financial Report ? If so, report the legal title and FDIC Certificate Number of the parent bank or parent savings association: Text (1) The dollar amounts used as the basis for repo~ng in Memoranda items l.a and l.b reflect the deposit insurance limits in effect on the report date. Number 8,704,649 ;?~,~:~ '~: 7¥ ~ ~i ~ M.l.a 2 147,755 ~'~5~;~f5;f~ :~7~' ,';;~; M.l.b 2 FDIC Cert N~ N/AIM.3 Bank One, NA FFIEC 031 Legal l~tle of Bank RC-21 Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-RwRegulatory Capital Dollar am(3unts in ~o..a.d.l,cf4 siq Mil I Tho~I Tier I capital ' I I 1. Total equity capital (from Schedule RC, item28) _~32101 17,460,000 1 2. LESS: Net unrealized gains (losses) on available-for-sale secuhties (1) ~ I (if a gain, report as a positive value; if a loss, report as a negative value) _ ~ 84341 408,000 ~2 3. LESS: Net unrealized loss on available-for-sale EQUITY secudties (1) (report loss as a positive value} I A2211 0 3 4. LESS: Accumulated net gains (losses) on cash flow hedges (1) ~; ' "' ' · ' 'l (if a gain, report as a positive value; if a loss, report as a negative value) 5. LESS: Nonqualitying perpetual preferred stock 6. Qualifying minority interests Jn consolidated subsidiahes 7. LESS: Disallowed goodwill and other disallowed intangible assets 8. Subtotal (sum of items 1 and 6, less items 2, 3, 4, 5, and 7) 9.a. LESS: Disallowed servicing assets and purchased credit card relationships b. LESS: Disallowed deferred tax assets 10. Other additions to (deductions from) Tier 1 capital 11. Tier I capital (sum of itams 8 and 10, less items 9.a and 9.b) 4sssI (394,ooo) a588 0 85891 116,000 asao 913,000 C227 16,649,000 B591 0 5610 0 B592 0 8274 16,649,080 9.b 10 11 Tier 2 Capital 12. Qualifying subordinated debt and redeemable preferred stock 13. Cumulative perpetual preferred stock includible in Tier 2 capital 14. Allowance for loan and lease losses includible in Tier 2 capital 15. Unrealized gains on available-for-sale equity secudties includible in Tier 2 capital 16. Other Tier 2 capital components 17. Tier 2 capital (sum of items 12 through 16) 18. Allowable Tier 2 capital (lesser of item 11 or 17) 19. Tier 3 capital allocated for market risk 20. LESS: Deductions for total risk-based capital 21. Total risk-based capital (sum of items 11, 18, and 19, less item 20) Total assets for leverage ratio 22. Average total assets (from Schedule RC-K, item 9) 23. LESS: Disallowed goodwill and other disallowed intangible assets (from item 7 above) 24. LESS: Disallowed servicing assets and purchased credit card relationships (from item 9.a above) __ 25. LESS: Disallowed deferred tax assets (from item 9.b above) 26. LESS: Other deductions Eom assets for leverage capital purposes 27. Average total assets for leverage capital purposes (item 22 less items 23 through 26) Adjustments for financial subsidiaries 28.a Adjustment to Tier I capital reported in item 11 b. Adjustment to total risk-based capital reported in item 21 29. Adjustment to risk-weighted assets reported in item 62 30. Adjustment to average total assets reported in item 27 Capital Ratios (Column S is to be completed by all banks. Column A is to be completed by banks with financial subsidiaries) 31. Tier 1 leverage ratio (2) 32. Tier 1 risk-based capital ratio (3) 33. Total dsk-bacad capital ratio (4) (Colum~ B6~)% (Column A} ~ Pementsge IRCFI~ Pementage N/A172041 31 N/A172061 9.73% 32 N/A172051 t 3.45% 33 5306 4,172,000 112 ' B593 0 13 8310 2,197,000 14 2221 2,000 15 B594 0 16 8311 6,371,000 17 8275 6,371,000 18 t13osI o 58;8';i 23,020,0600 33681 218,913,000 r22 B58O 913,000 123 B591 0 124 561o 0 125 8598 0 J26 218,000,060 27 BSO3 0 28.b 8504 0 ~9 B505 0 (1) Report amount included in Schedule RC, item 26.b, "Accumulated other comprehensive income." (2) The ratio for column B is item 11 divided by item 27. The ratio for column A is item 11 minus item 28.a divided by (item 27 minus item 30). (3) The ratio for column B is item 11 divided by item 62. The ratio for column A is item 11 minus item 28.a divided by (item 62 minus item 29). (4) The ratio for column B is item 21 divided by item 62. The ratio for column A is item 21 minus item 28.b divided by (item 82 minus item 29). 'l~ank Onb, NA FFIEC 031 Legal Title of Bank RC-28 Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Cediticats Number- 03618 Schedule RC-T--Fiduciary and Related Services Items 12 through 23 and Memorandum item 4 will not be made available to the public on an individual institution basis. 1. Does the bank have fiduciary powers? (If"NO", do not complete Schedule RC-T.) 2. Does the bank exercise the fiduciary powers it has been granted? 3. Does the institution have any fiduciary or relatad activity (in the form of assets or accounts)? (If"NO," do not complete the rest of Schedule RC-T.) If the answer to item 3 is '~'ES", completa the applicable items of Schedule RC-T, as follows: I RCFs~ YESINO A34 YES rRCFs~YES / NOA34 YES IRCF~ YESI NO SSS YES Institutions with total fiduciary assets (item 9, sum of columns A and B) greater than $250 million (as of the preceding December 31 ) or with gross fiduciary and related services income greater than '~0% of revenue (net interest income plus noninterest income) for the proceeding calendar year must complete: · Itams 4 thrcogh 19.aquartedy, · Items 20 through 23 annually with the December report, and · Memorandum items 1 through 4 annually with the December report. Institutions with total fiduciary assets (item 9, sum of columns A and B) greater than $100 million but less than or equal to $250 million (as of the preceding December 31 ) that do not meet the fiduciary income test for quarterly reporting must complete: · Items 4 through 23 annually with the December report, and - Memorandum items 1 through 4 annually with the December report. Institutions with total fiduciary assets (item 9, sum of columns A and B) of $100 million or less (as of the preceding December 31 ) that do not meet the fiduciary income test for quarterly reporting must complete: · Items 4 through 11 annually with the December report, and · Memorandum items 1 through 3 annually with the December report. (Column A) (Column B) (Column C) (Column D) Managed Non-Managec Number of Number of Assets Assets Managed Non-Maneged Accounts Accounts ~SS~'I'S RCFO B868 RCFD B86g RCFD BS70 RCFD B871 y accounts 5,122,000 408,000 5,439 205 ed benefit 364,000 438,000 76 44 nts 244,000 131,000 274 61 ~ accounts 31,000 13,938,000 7 7,189 RCFOSSSS ?:, {.;, . .CFO.SSS ~ ',, agency accounts 3,492,000 1,656 1,565,000 400,000 2,062 180 Dollar Ar FIDUCIARY AND RELA 4. Personal trust and agency 4 5. Retirement related tru a. Employ~ 5. a b. Employee benefit-defined benefit 5.b c. Other retirement accounts 5.c 6. Corporate trust and agenc~ 7. Inventment management a! 8. Other fiduciary accounts Bank One, NA FFIEC 031 Legal Title of Bank RC-29 Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-T--Continued Dollar Amounts in Thousands FIDUCIARY AND RELATED ASSETS--Continued 9. Total fiduciary accounts (sum of items 4 through 8) 10. Custody and safekeeping 11. Fiduciary accounts held in foreign ofices (included in items 9 and 10) (Column A) (Column B) (Column C) (Column D) Managed Non-Managed Number of Number of Assets Assets Managed Non-Managed Accounts Accounts Tril I Bi~ I Mil ~ ThouThl I Bil I Mil I Thou : 11,040,000 15,378,000 RCFD B898 17,396,000 RCFN 8900 RCFN Be01 0 9,639 7,798 9 RCFD B899 2,436 10 RCFN B902 RCFN B903 0 11 Dollar Amounts in Thousands i RIAD I Bil I Mil I Thou FIDUCIARy.AND RELATED SERVICES INCOME *: ~;; ~;;:'; , 12. Pemonal trust and agency accounts 8so41 23,000 13. Retirement related trust and agency accounts: a. Employee benefit--defined contribution 8905 0 b. Employee beneflt~efined benefit 8906 1,000 c. Other retirement accounts B907 1 ,g00 14. Corporate trust and agency accounts A479 10,000 15. Investment management agency accounts B908 10,000 16, Other fiduciary accounts .~so 1,000 17. Custody and safekeeping accounts B909 3,000 18. Other fiduciary and related services income S91S 0 19. Total gross fiduciary and related services income (sum of items 12 through 18) (must equal Schedule RI, item 5.a) 40701 49,000 a. Fiduciary and related services income-foreign offices (included in item 19) 20. Less: Expenses coss N/A 21. Less: Net losses fi.om fiduciary and related services .~8e N/A 22. Plus: ~ntracompany in~..ome credits for fiduciary and related services e911 N/A 23. Net fiduciary and related services income A4Sl 12 13.b 13.c 14 15 16 17 18 19 19.a 20 21 22 23 Managed Memorahda Assets Dollar Amounts in Thousands RCFE{ 8il I Mil I Thou 1. Managed assets held in personal trust and agency accounts: a. Non interest-bearing deposits B913 N/A b, Interest-beadng deposits B914 c. U.S. Treasury and U.S. Government agency obliga~ons BSa5 N/A d. State, county and municipal obligations B91S N/A e. Money market mutual funds B917 N/A f. Other short-term obligations B918 g, Other notes and bonds B919 h. Common and preferred stocks a920 N/A i. Real estate mortgages B921 N~A j. Real estate B922 N/A k. Miscellaneous assets 8923 NJA I. Total assets of managed personal trust and agency accounts (sum of Memorandum items l.a through 1.k) (must equal Schedule RC-T. item 4, column A) BessI N/A ~.1 .d i~ank One, NA FFIEC 031 l~egal Title of Bank RC-30 Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-T--Continued Memoranda--Continued (Column A) (Column B) I Number of Principal Amount issues Outstanding Dollar Amounts in Thousands RCFI~ -,: ~ ? ~ RCFI~ Bil I Mil I Thou 2. Corporate trust and agency accounts: , ~ ;" ~' ' ' ~ .;; '. a. Corporate and municipal trusteeships B927 ' N/AI B92SI N/AI M2.a b. Transfer agent, registrar, paying agent, and other corporate agency I B9291 N/A~ '~ I M.2.b (Column A) (C~umn B) Number of Market Value o Funds Fund Assets Dollar Amounts in Thousands ~CFDI~ ;: ~!;'i~ ~!? '"RCFD~ Bil I Mil I Thou 3. Collective investment funds and common trust funds: .~ >'~,.i.~'i; !:'..: ~ ~ :~:: ;' :. ~, : a. Domestic equity B931 N/A B932 N/A b. International/Global equity BS33 N/A SS34 N/A c. Stock/Bond blend a93s N/A B936 N/A d. Taxable bond B937 N/A BS38 NJA e. Munidpal bond B93~ N/A 8940 N/A f, Short term investments/Money market SS41 N/A B942 N/A g. Specialty/Other 8943 N/A B944 N/A h. Total collective investment funds (sum of Memorandum items 3.a through 3.g) B945 N/A B946 N/A M.3.b M.3.c M.3.d M.3.e M.3.f M.3.g M.3.h M,4.b M.4.d (Column A) (Column B) (Column C) Gross Losses Gross Losses Recoveries Manageq Non-Managed Accounts Accounts Dollar Amounts in Thousands RIADI Mil I ThOU Mil ~ Thou MIl I Thou b. Retirement related trust and agency d. Other fiduciary accounts and related services e. Total fiduciary settlements, surcharges, and other losses (sum of Memorandum items 4.a through 4.d) (sum of columns A and B minus column C must equal Schedule RC-T. item 21) M.4.e Person to whom questions about Schedule RC~.T--Fiduciary and Related Services should be directed: John Dible, Accountant Name and T~e (TEXT B962) john dible@bankone.com E-mail Address (TEXT B926) 614-248-4772 614-244-2213 Telephone: Area code/phone number/extension (TEXT B963) FAX: Area code/phone number (TEXT B964) Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income at close of business on June 30, 2003 Transmitted to EDS as 0008815 on 08/08~2003 at 08:08:16 CST Bank One, NA Chicaqo ~L Legal Title of Bank City State FFIEC 031 RC-31 The management of the reporting bank may, if it wishes, submit a bdef narrative statement on the amounts reported in the Reports of Condition and Income. This optional statement will be made available to the public, along with the publicly available data in the Reports of Condition and Income, in response to any request for individual bank report data. However, the informatJor} reported in Schedule RC-T, items 12 through 23 and Memorandum item 4, is regarded as confidential and will not be released to the public. BANKS CHOOSING TO SUBMiT THE NARRATIV~ STATEMENT SHOULD ENSURE THaT THE STA'ITcMENT DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICA'I1ONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO '~E AMOUNTS F~=O~ ~ ~-u IN THE CONRDE.NT[AL FIEMS IN SCHEDULE RC-T, OR ANY OTHER INFORMA~ON ~-IAT THEY ARE NOT WILLING TO HAVE MADE PUBUC OR '~AT WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks chocking not to make a statement may check the "No comment' box below and should make no entdes of any kind in the space provided for the narrative statement; I.e., DO NOT enter in this space such phrases as "No statement," "Not applicable," "N/A," "No comment," and "None." The optional statement must be entered on this sheet. The state- ment should not exceed 100 words. Further, regardless of the number of words, the statement must not exceed 750 characters, including punctuation, indentation, and standard spacing between words and sentences. If any submission should exceed 750 char- acters, as defined, it will be truncated at 750 characters with no notice to the submiffing bank and the truncated statement will appear as the bank's statement both on agency computerized records and in computer-file releases to the public. All information furnished by the bank in the narrative statement must be accurate and not misleading. Appropriate efforts shall be taken by the submitting bank to ensure the statement's accuracy. The statement must be signed, in the space provided below, by a senior officer of the bank who thereby attests to its acuracy. If, subsequent to the odginal submission, matedal changes are submitted for the data reported in the Reports of Condition and income, the existing narrafive statement will be deleted from the files, and fi.om disclosure; the bank, at its option, may replace it with a statement, under signature, appropriate to the amended data. The optional narrative statement will appear in agency records and in release to the public exactly as submitted (or amended as described in the preceding paragraph) by the management of the bank (except for the trucnation of the statements exceeding the 750-character ~imti described above.) THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVi- SORY AGENCIES FOR ACCURACY OR RELEVANCE. DISCLO- SURE OF 'i~lE STATEMEhrT SHALL NOT SIGNIFY ~-IAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CON- FIRMED THE ACCURACY OF THE INFORMATION CONTAINED THEREIN. A STA'rEMENT TO THIS ~J-I-L-CT WiLL APPEAR ON ANY PUBUC RELEASE OF THE OPTIONAL STATEMENT SUB- MIT'FED BY THE MANAGEMENT OF THE REPOR~NG BANK. X = NO COMMENT Y = COMMENT BANK MANAGEMENT STATEMENT (please type or print cleady): TEXT ( 70 characters per line ) ~State of Michigan Deposits - $430 million 69791 Y I Signature of Executive Officer of Bank Date of Signature THIS PAGE IS TO BE COMPI.~ t =O BY ALL BANKS Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST NAME AND ADDRESS OF BANK Bank One, NA I Bank One Plaza, Ste IL1-0309 Chicago, IL 60670 OMB No. For OCC: 1557-0081 OMB No. For FDIC: 3064-0052 OMB No. For Federal Reserve: 7100-0036 Expiration Date: 4/30/2006 SPECIAL P, EPORT (Dollar Amounts in Thousands) CLOSE OF BUSINESS DATE FDIC Certificate Number 6~30/2003 I 3618 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 ali loans or other extensions of credit to their excutive officers made since the date of the previous Report of Condition. Data regarding individual loans or other extensions of credit are not required. If no such loans or other extensions of credit were made dudng the pedod, insert "none" against subitsm (a). (Excluded the First $15,000 of indebtedness of each executive officer under bank credit card plan.) See Sections 215.2 and 215.3 of Title 12 of the Cods of Federal Regulations (Federal Reserve Board Regulation O) for the definitions of "executive officer'* and "extension of credit,'" respectively. Exclude loans and other extensions of credit to directors and principal shareholders who are net executive officers. a, Number of loans made to executive officers since the previous Call Report date b, Total dollar amount of above loans (in thousands of dollars) c. Range of interest charged on above loans (example: 9-3/4% = 9.75)  0 a From To 0 b 7701 0.00%177021 0.00% C SIGNATURE AND TR3.E Of OFFICER AUTHO~i~-~ TO SIGN REPORT DATE (Month, Day, Year) Federal Financial Institutions Examination Council Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices--FFIEC 031 Report at the close of business september 30, 2003 Thin aport Is mqulrad 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). (20030930) (RCRI 9~gg) This report form is to be filed by banks with branches and cot solidated subeldlerlea In U.S. terflredes and poaseeelona, Ed~ Agreement subeidladss~ foreign bmnchss, consolidated fame. subeidledee, or International Banking Factlitlss. NOTE: The Reports al' Condition and Income must be signed by an authorized officer and the Report of Condition must be attested tn by not less than two directora (trustees) for State nonmember banks end three dlrectom for State member and National banks, I, William L. T~beka, Senior Vice President of the named bank do hereby dec.tam that the Reports of Condition and Income (Including the supporting Scheth~lee) for this aport date have been prepared In oonformsnne with the Instructions issued by the sppropdato Federal regulator/ authority ~nd am tree to the beet of my knowledge and The Reports of Condition and Income sm to be prepared in . accordance with Federal regulator/authority In~tmctions. We, the undersigned dh~ctdre (trustees), attest to the correctness of the Repod of Condition (Including the suppo~ng schedules) for thle report date and declare that R has been examined by tm and to the best of our knowledge and beilof hal been prepared hi confolmanco with the Fed.., Submission of Report~ Each bank must prepare its Reports of Condition and income eitber. (a) in electronic form and then file the computer data file directly with the banking agencies' collection agent, Electronic Data'Syltems Cordoretion (EDS), by modem or on computer diskette; or (b) in hard-copy (paper) t'orm and arrange for another party to convert the paper repod to electronic form, That party (If ather than EDS) must transmit the bank's computer data ~e to EDS. For electronic filing assistance, contact EDS Call Report Services, 13890 Bishops Drive, Suite 110, Bmok'flekl, WI 53~8, telephone (800) 255-1671. To fulfill the signature s[rd atteatatJon requirement for the Reports of Condition and Income for this report date, attach thle signature page (or s photocopy or a computer-generated version of this page) to the herd-copy record of the complete( report that tho bank pisces lo Itl ~ss. FDIC Certificate Number. 03618 Bank One~ NA Legal ~tle of Bank (TEXT 9010) · Chicago C~y CT F_X'T at 30) IL 60670 (TEXT 9220) Ioatcl of Governors of the Federal R~erve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currenc Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices Table of Contents FFIEC 031 Page i Signature Page Cover Contact Information ii Report of Income Schedule Ri - Income Statement RI-l, 2, 3 Schedule RI-A- Changes in Equity Capital RI-4 Schedule R!-B - Charge-offs and Recoveries on Loans and Leases and Changes in Allowance for Loan and Lease Losses _ RI-4, 5, 6 Schedule RI-D - Income fi'om Intema{ional Operations RI~ Schedure RI-E - Explanations RI-7, 8 Disclosure of Estimated Burden Board of Govemom oflhe Federal Resale System Washingtan, D.C. 20551 Legislative and Regulatory Analysis Division Office of the Comptroller of the Currency Washington, D.C. 20219 Assistant ExecuUve Secretary Federal Deposit Insurance Corporation Washington, D,C. 20429 Report of Condition Schedule RC - Balance Sheet RC-1, 2 Schedule RC-A- Cash and Balances Due Fram Depository Institutions RC.3 Schedule RC-B - Securities RC-3, 4, 5 Schedule RC-C - Loans and Lease Financing Receivables: Part I. Loans and Leases RC-6, 7 Part II. Leans to Small Businesses and Small Farms (to be completed for the June report only;, not included in the forms for the September and December reports) -- RC-Ta, 7b Schedule RC-D - Trading Assets and Liabilities (to be completed only by selected banks) __ RC-8 Schedule RC-E - Deposit Liabilities RC-9, 10 Schedule RC-F - Other Assets RC-11 Schedule RC-G - Other I labilities RC-11 Schedule RC-H - Selected Balance Sheet Items for Domestic Offices RC-12 Schedule RC-I - Assets and Uabilifies of IBFs - RC-12 Schedule RC-K - Quarterly Averages __ RC-13 Schedule RC-L - Derivatives and Olf-Balance Sheet Items RC-14, 15 Schedule RC-M - Memoranda RC-16 Schedule RC-N - Past Due and Nonaccrdal Loans, Leases, and Other Assets RC-17, 18 Schedule RC-O - Other Data for Deposit Insurance and FICO Assessments Schedule RC-R - Regulatory Capital Schedule RC-S - Servicing, Securitization, and Asset Sales Activities RC-1 S, 20 RC-21,22, 23,24 RC-25,28,27 Schedule RC-T - Fiduciary and Related Services RC-28, 29, 30 Optional Nan'at~ve Statement Concemieg the Amounts Reported in the Reports of Condition and Income RC-31 Special Report (to be completed by all banks) For information or assistance, National and State nonmember banks should contact the FDIC's Reports Analysis and Quality Conlrel Section, 550 17th Sb'eet, NW, Washington, D.C. 20429, toll free on (800) 688-FDIC(3342), Monday through Fdday behveen 8:00 a.m. and 5:00 p.m., Eastern time. State member banks should contact their Federal Reserve District Bank. FREC 031 Emergency Contact information This information is being requested so the Agencies can distribute chtical, time sensitive information to emergency contacts at banks. Please provide pdmary contact infRrmation for a senior official of the bank who has decision-making authority. Also provide information for secondary contact if available. Enter "none" for the contact's e-mail address or fax number if not available. Emergency contact information is for the confidential use of the Agencies and will not be released to the public. Primary Contact Secondary Contact Matthew A. Reece Name {TEXT C366) Vice President (TEXT C367) Matthew_A_Reece@bankone.com E-Mail Address (TEXT C36S) 312-407-3685 Telephone: A~ea ct]de/phone number/extension (TEXT C369) 312-407-5698 Fax: Area cede/phone number (TEXT C370) David Trzesniewski Name (TEXT C371) First Vice President davld_trzesniewskl@bankone.com Telephone: Area cede/phone number/extension (TEXT C374) 312-407-5698 Fax: Area cede/phone number {TEXT C375) USA PATRIOT Act Section 314(a) AntE-Money Laundering Contact Information This information is being requested to identif7 points-of-contact who are in charge of your depositor/institution's Section 314(a) searches and who could be contacted by federal law enforcement officers for additional information related to anti-terrorist financing and anti-money laundering. Please provide information for a secondary contact if available. Enter "none" for the contacts's e-mail address or fax number if not available. USA PATRIOT Act contact information is for the confidential use of the Agencies and witi not be released to the public. Primary Contact Secondary Contact Phil A Deluca Name (TEXT C437) First Vice President phllllp_a_deluca~bankone.com Telephone: Area cede/phone number/extension (TEXT C440) 614-213-4548 Fax: Area cede/phone number {TEXT C441) John WDyer Nams (TEXT C442) Sen~or Investigator John_w_dyer~bankone.com 614-248.8978 Bank One, NA FFIEC 031 Legal Title of Bank RI-1 Chica~lo IL 60670 State Zip Code Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number ~ 03618 Consolidated Report of Income for the period January 1, 2003 - September 30, 2003 All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars. Schedule RI--Income Statement Ootiar Amounts in Thousands RIADI ~11 Mil I Th(3u 1. Interest Income: a. Interest and fee income on loans: (1) In domestic offices: (a) Loans secured by real estate (b} Loans to §nanoa agricultural production and other loans to farmers (c) Commemial and industrial loans (d) Loans to individuals for household, family, and other personal expenditures: (1) Credit cards (2) Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards) (e) Loans to foreign governments and official institutions (f) All other loans in domestic offices (2} In foreign offices, Edge and Agreement subsidiaries, and IBFs (3) Total interest and fee income on loans (sum of items 1.a.(1 )(a) through 1.a.(2)) b. income from lease financing recefvabtss c. Interest income on balances due from depository institutions: (1) d. Interest and dividend income on secudties: (1) U.S, Treasury securities and U.S. Government agency obligations (excluding mortgage.backed securities) (2) Mortgage-backed secudtles (3) All other securities (includes secud6es issued by states and political subdivisions in the U.S,) e. Interest income from trading assets f. Interest income on federal funds sold and securities pumhased under agreements to resell g. Other interest income h. Total interest income (sum of items 1.a.(3) through l.g) 2. Interest expense: a. Interest on deposits: (1) Interest on deposits In domestic offices: (a) Transaction accounts (NOW accounts, ATS accounts, and telephone and preauthodzed transfer accounts) (b) Nontransaction accounts: (1) Savings deposits (includes MMDAs) (2) "rime deposits of $100,000 or more (3) Time deposits of lees than $100,000 (2) Interest on deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs b, Expense of federal ~nde pumhased and securities sold under agreements to repurchase c. Interest on trading liabilities and other homered money (1) Includes interest income on t~me cerlificates of deposits not held for trading, 4011 1,196,000 4024 19,000 40121 1,026,000 B485 771,000 183,000 O~ 330,000 196,000 3,721,ti00 284,000 22,000 99,000 843,000 1.a.l.a l,a.l.b 1,a.l.c 1.a.l.d,1 1.a.l.d.2 1.a.l.f 1.a.2 1.d.1 1 .d.2 816,000 1.d.3 133,000 1.f 1.g 5,968,000 1.h 16,000 2.a,l,a 0093 448,000 2.a.l.b. 1 A817 226,000 2.a.l.b.2 A818 350,000 2.a.l.b.3 4172 235,000 2,a.2 4180 109,000 2, b 4185 579,000 2.c Bank On&, NA Leg~ Title of Sank Tmhsmittad to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Ce~ficata Number- 03618 Schedule RI--Continued Dollar Amounts in Thousands 2. interest expense (continued): d. Intarest on subordinated notes and debentures e. Total interest expense (sum of items 2.a through 2.d) 3. Net interest income (item 1.h minus 2.e) 4. Provision for loan and lease losses 5. Noninterest income: a. Income from fiduciary activities (1) b. Service charges on deposit accounts in domestic offices c. Trading revenue (2} d. investment banking, advisory, brokerage, and underwriting fees and commissions. e. Venture capital revenue f. Net servicing fees g. Net securitization income h. (1) Underwriting income from Insurance and reinsurance activities ___ (2) Income from other Insurance activities i. Net gains (losses) on sales of loans and leases j. Net gains (tosses) on sales of other reaJ estate owned k. Net gains (losses) on sales of other assets (excluding securities) ]. Other neninterest income*_ m. Total nonintemst income (sum of [tams 5.a through 5.1) 6. a. Realized gains (tosses) on held-to-maturity b. Realized gains (losses) on available-for-sale securities 7. Noninterest expense: a. Salaries and employee benefits b. Expenses of premises and fixed assets (net of rental income) (excluding ealades and emptoyee benefits and mortgage interest) c. (1} Goodwill impairment losses (2} Amortization expense and impairment tosses for other intangible assets d. Other noninterest expense * e. Total noninterest expense (sum of Items 7.a through 7.d) 8. Income (loss) before income taxes and extraordinary items, and other adjustments ([tam 3 plus or minus items 4, 5.m, 6. a, 6. b, and 7.e) 9. Applicable income taxes (on item 8) 10. Income (loss) before extraordinary items and other adjusments (item 8 minus item 9) 11. Extraordinary items and other adjustments, net of income taxes 12. Net income (loss) (sum of items 10 and 11 ) · Deschbe on Scheduta RI-E - Explanations. IYear-ta-data 4073 2,t13,0O0 · .~; ~.~::~.~.,~! 4074 3,865,000 0 0 0 (2,000) 1,320,0O0 455,000 FREC 031 RI-2 2.d 2.e 9.a 5.d 5.e 5.f 5.g 5.h.1 5.h.2 5.i 5.j 5.k 5.1 3,285,0000 ]5.m6.a 41,000 6.b 7.a 7.d 4,242,600 ]7.e (1) For banks required to complets Schedule RC-T, items 12 through 19, income from fiduciary activities reported in Schedule RI, item 5.a, must equal the amount reported in Schedule RC-T, item 19. (2) For banks required ta complete Schedule RI, Memorandum item 8, trading revenue reported in Schedule RI, tiem 5.c must equal the sum of Memorandum items 8.a through 8.d. 7.b 7.c. 1 4301 2,243,000 8 4302I 710,00019 4300 1,533,000 10 4320 20,000 11 4340 1,553,000 12 Bank One, NA FF]EC 031 Legal TiUe of Bank RI-3 T~ansmitte~ to FDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Ce~ficata Number - 03618 Schedule RI--Continued Memoranda Dollar Amounts in Thousands 1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after August 7, 1986, that is not deductible for federal income tax purposes 2. Income from the sale and servicing of mutual funds and annui0as in domestic offices (included in Schedule RI, item 8) 3. Income on tax-exempt loans and leases to states and political subdivisions in the U.S. (included in Schedule RI, items l.a and l.b) 4. Income on tax-exempt securities issued by states and political subdivisions in [he U.S. (included in Schedule RI, item 1.d.(3)) 5. Number of full-time equivalent employees at end of current pedod (round to nearest whole number) 6. Not applicable 7. If the reposing bank has restated its batance sheet as a result of applying push dowr accounting this calendar year, report [he date of the bank's acquisition (1) Year-re-Date RIAD Bil I Mil I Thou 45131 2,000 84311 37,000 43131 21,000 Is07 33,000 5~ Number 11,5,01 28,452 CCYYIMM/DD N/A M.1 M.2 M.3 M.4 M,5 M.7 8. Trading revenue (from cash instruments and derivative instruments} (sum of Memorandum items 8.a through 8.d must equal Schedule RI, item 5.c) (To be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding oalendar year.): a. Interest rate exposures b. Foreign exchange exposures c. Equity security and index exposures d. Commodity and other exposures m^o ail I Mil 13~'~uI 8757 116,000 8758 78,000 IM.8.b 8759 5,000 M.8.C 876O 27,000 M.8.d 9, Impact on income of derivatives held for purposes other [han trading: a. Net increase (decrease) to interest income b. Net (increase) decrease to interest expense c. Other (noninterest) allocations 10. Credit losses on derivatives (see instruc0ons) 11. Does the reporting bank have a Subchaptar S election in effect for federal income tax purposes for the current tax year ? tRIAD Bil I Mil I ~ I 8761 13,000) M.9.a 8762 (224,000) M.9.b 8763 {405,000) M.9.c A251 2,000 M.10 J .~oI NO IM.11 (1) For example, a bank acquired on June 1,2001, would report 20010601 Bank On'e, NA FFIED 031 'Legal Title of Bank RI-4 Transmitted to EDS as 0013340 on 11/07/2003 at 11:16:11 CST FDIC CerUJicate Number - 03618 Schedule RI-A--Changes in Equity Capital Indicate decreases and losses in parentheses. Dollar Amounts in Thousands RIAOI BilI Mil I Thou Host recanUy reported for the December 31, 2002, Reports ;oma (i.e., alter adjustments from amended Reports of Income) 3217 J 17,541,000 3 corrections of matedal accounting errors and changes in is* 6507 0 iOUS calendar year as restated (sum of items 1 and 2) --_ 6506 17,541,000 lust equal Schedule RI, item 12) 4340 1,S53,000 :quisition, or retirement of capital stock, net (excluding treasury 6509 0 ;actions, net 6510 0 business combinations, net 4356 782,000 ds declared on preferred stock 4470 0 ds declared on common stock 4460 1,713,000 ye income (1) 6611 (157,000 ,vith parent holding company ° (not included in items 5, 8, 8, or 9 above) 4415 (696,000 end of current pedod (sum of items 3 through 11) (must equal 28} 321oI 17,310,000 1. Total equity cai of Condition and 2. Restatements due b accounting princil: 3. Balance end ofp 4. Net income (loss) (must eq 5. Sale, conversion, ac~ stock transactions) 6. Treasury stock transactions 7. Changes incident to bus 8. LESS: Cash dividends declared on 9. LESS: Cash dividends dec~ 10. Other com[ 0 11, Other transactions with 11 12. Total equity ca~ Schedule RC, item 2t 12 · Descdb~ on Schedule RI-E - Explanations. (1) Includes changes in net unrealized holding gains (losses) on available-for-sale securities, changes in accumulated net gains (leases) on cash flow hedges, foreign currency translation adjustments, and changes in minimum pension liability adjustments. Schedule RI-B~Charge-offs and Recoveries on Loans and Leases and Changes in Allowance for Loan and Lease Losses Part I. Charge-offs and Recoveries on Loans and Leases Part I Includes charge-offs and recoveries through the allocated transfer risk reserve. ( Column A ) I ( Column B ) Recovedes 1. Loans secured by real estate: a. Construction, land development, and other land loans in domestic Offices b. Secured by farmtand in domestic offices c. Secured by 1-4 family residential properties in domestic offices: (1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit (2) Closed-end loans secured by 1-4 family residential properties: (a) Secured by first liens (b) Secured by junior liens d. Secured by mulfifamily (5 or more) residential properties in domestic offices e, Secured by nonfarm nonresidential properties in domestic offices f. In foreign offices 2. Loans to depository institutions and acceptances of other banks: a. To U.S. banks and other U.S. depository institutions b. To foreign banks 3. Loans to finance agricultural production and other loans to farmers 4. Commemial and industrial loans: a. To U.S. addressees (domicile) b. To non-U.S, addressees (domicile) (1) Include write-downs arising from transfers of loans to a held-for-sale account. e 6,000 I.c. 1 8,000 1.c.2.a 2,000 1.c.2.b t 3688 1,000 2,000 1.d 3590 31,000 9,000 1.e 6612 1.f 4653 0 4663 0 2. a 4654 6,000 4664 2,000 2.b 4s661 0 1467jt o 3 4845 363,000 46171 118,000 4646 14,000 4818 7,000 4.b Bank One, NA Legal Tifie of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Cerfi6cata Number - 03618 Schedule RI-B--Continued Part I. Continued Dollar Amounts in Thousands 5. Loans to individuals for household, family, and other personal expenditures: a. Credit cards b. Other (includes single payment, installment, all student loans and revolving credit plans other than credit cards) 6. Loans to foreign governments and official institutions 7. All other loans 8. Lease financing receivables: a. To U.S. addressees (domicile) b. To non-U.S, addressees (domicile) 9, Total (sum of items 1 through 8) ( Column A ) I ( Column B ) Recoveries 42,000 32,000 FFIEC 031 RIo5 4658 75,000 146651 11,000 4659 0 46691 B.b 4635 1,163,000 4605 249,000 9 Memoranda Dollar Amounts in Thousands 1. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RI-B, part I, items 4 and 7, above 2. Loans secured by real estate to non-U.S, addresses (domicile) (included in Schedule RI-B, part I, item 1, above): 3. Not applicabta~ ( Column A ) I ( Column B ) Charge-offs (1) Recoveries Calendar year-to-data .~oI ~llMi~l"rhoul.~t BillUillTheu ,54091 12,000 I ,ol 8,0oo 46s~ I 0 1456~ I 0 4) Memorandum item 4 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. Uncollectible retail credit card fees and finance charges reversed against income (i.e., not Included In charge-offs against the allowance for loan and lease losses) M.1 Calendar I year-ta-date RIAD I Bil I M~J I Thou c3851 65,000 MA (1) Include write-downs adsing from transfers of loans to a held-for-sale account. eahk O~e, NA FREC 031 · Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number- 03618 Part II. Changes in Allowance for Loan and Lease Losses Dollar Amounts in Thousands 1. Balance most recently reported fur.the December 31,2002, Reports of Condition · and Income (i.e., after adjustments from amended Reports of Income) 2. Recoveries (must equal part I, item 9, column B above) 3. LESS: Charge-offs (must equal part i, item 9, column A above less Schedule RI-B, part II, item 4) 4, LESS: Write-downs arising from transfers of loans to a held-fur-sale account 5. Provision for loan and lease losses (must equal Schedule RI, item 4) 6. Adjustments * (see instnJctions for this schedule) 7. Balance end of current pedod (sum of items 1, 2, 5, and 6, less items 3 and 4) (must equal Schedule RC, item 4.c) 3,272,000 Memoranda Dollar Amounts in Thousand~ 1. Allocated transfer risk reserve included in Schedule RI-B, part II, item 7, above Memorandum items 2 and 3 are to be completed by banks that (f) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. 2. Separate valuation allowance for uncollectible retail credit card fees and finance charges 3. Amount of allowance for loan and leases losses attributable to retail credit card fees and finance charges · Describe on Schedule RI-E--Explanations. Schedule RI-D--Income from International Operations C4351 0 C3891 27.~00 M.1 M.2 M.3 For all banks with foreign offices, Edge or Agreement subsidiaries, or leFs where international operations account for more than 10 percent of total revenues, total assets, or net income· Dollar Amounts in Thousands RLa, ~il~ 69231 332,000 89241 333,000 1e9251 1. Interest income and expense attdbutable to international operations; a. Gross interest income b. Gross interest expense 2. Net interest income attributable to international operations (item 1.a minus l.b) 3. Nonintamst income and expense attributable to international operations: a. Nonintemst income attributable to international operations b. Provision for loan and lease losses attributable to intemational operations c. Other nonintemst expense attributable to international operations d. Net nonintemst income (expense) attributable to intemational operations (item 3.a minus 3.b and 3.c) 4. Estimated pretax income attributable to intemational operations before capital allocation adjustment (sum of items 2 and 3.d) 5. Adjustment to pretax income for internal allocations to international operations to reflect the effects of equity capital on overall bank funding costs 6. Estimated pretax income attributable to international operalions after capital allocation adjustment (sum of items 4 and 5) 7. Income taxes attributable to income from international operations as estimated in item 6 8. Estimated net income attributable to international operations (item 6 minus 7) 166,000 3.a 7,000 3.b 127,000 3.c 32,000 3.d 4846 17,000 4797 4,000 4341 13,000 Bank One, NA FFIEC 031 Legal Title of Sank RI-7 Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Ce~ficete Number - 03618 Schedule RI-E--Explanations Schedule RI-E is to be completed each quarter on a calendar year-to-date basis. Detail all adjustments in Schedules RI-A and RI-B, all extraordinary items and other adjustments in Schedule RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.) I Year-to-Data Dollar Amaunts in Thousands RIAO I Bil I Mil I Thou Itemize and descdbe amounts that exceed 1% of the sum of , ,,,~'-~,~ . Schedule items a. Income and fees from the pdnting and sale of checks C013 0 b. Eaminss on/increase in value of cash surrender value of life insurance c0~4 0 c. Income and fees from automated teller machines (ATMs) C016 0 e. Safe deposit box rent c0~5 0 f. 4461 Credit card intemhange fees 4461 564,000 g. 4462 4462 N/A h. 4463 4463 Itemize and descdbe amounts that exceed 1% of the sum of ~?~,~ a. Data processin~ expenses c017 0 b. Advertisin~ and marketin~ expenses 0497 0 d. Printing. stationery, and supplies c01s 0 e. Posta~e 84o3 0 f. Le~lal fees and expenses 4141 0 g. FDIC depasit insurance assessments 4146 0 h. 44e4 Affiliate related expense 4464 1.948.000 L 4467 4467 N/A J. 4468 4468 AVA 3. Extraordinary items and other adjustments and applicable income tax effect (from Schedule RI. ~~' item 11 ) (itemize and descdbe all extraordinary items and other adjustments): : 11EXT a. (1 ~ Discontinued operations 44ss I 32,000 2(~Appllcable income tax effect 1 4488 I 12.000 b · (1~ 44s71 AVA pllcable income tax effect 1 44s8 J 0 ~ c. (1 ~69 J AVA (2) Appticeble income/ax effect 1449~1 0 l.d 2.8 2.d 2.f 2.g 2.h 2.1 2.j 3.a.2 3.b.2 3.c.2 Bank Orie, NA FFIEC 031 · Legal Title of Bank RI-8 Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Cedificata Number - 03618 Schedule RI-E--Continued Dollar Amounts in Thousands 4. Restatements due to corrections of matedal accounting errom and changes in accounting principles (from Schedule RI-A, item 2) (itemize and describe all restatements): 'rEx'r 4.b 5. Other transactions with parent holding company (from Schedule Ri-A, item 11) (itemize and describe ali such transactions): TEXT a. F~lcapital intusion from parent 4,000 5.a b.14499 I Retum of capital to parent 5.b 6. Adjustments to allowance for loan and lease losses ~~r~I (from Schedule RI-B, part II, item 6) (itemize and describe all adjustments): a. F'~ Transfers to affiliates 4521 (155,000)/6.a b,14522 I Transfers due to merged institutions 145221 120,000 [ 6.b 7. Other explanations (the space below is provided for the bank to bdefly describe, at its opt[on, any other significant items affecting the Report of Income): RIAD X = NO COMMENT - Y = COMMENT 147691 X I Other explanations (please type or print clearly): TEXT ( 70 characters per line ) Bank One, NA Legal Title of Bank Chica~lo c~ IL 60670 Slate Zip Code Transmitted lo EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Ce~ficate Number - 03618 FFIEC 031 RC-1 Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for September 30, 2003 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC--Balance Sheet Dollar Amounts in Thousands ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noointemst-bearing balances and currency and cain (1) b. Intarest-bea~ng balances (2) 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, calumn A) b. Available-for-sale securities (from Schedule RC-B, column D) 3. Federal ~unds sold and securities purchased under agreements to resell: a. Federal funds sold in domestic offices b. Securities purchased under agreements to resell (3) 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale b. Loans and leases, net of unearned incame c. LESS; Afiowanca for loan and lease losses d, Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) 5. Trading assets (from Schedule RC-D) 6. premises and fixed assets (including capitalized leases) 7. Other real estate owned (from Schedule RC-M) 8. Investments in uncansol[datad subsidiaries and associated companies (from Schedule RC-M} 9. Customers' liability to this bank on acceptances outstanding 10. Intangible assets: a. Goodwill tss2sr 105,464,000 3123 3,272,000 b. Other intangible assets (from Schedule RC-M)_ 11. Other assets (from Schedule RC-F) 12. Total assets (sum of items 1 through 11 ) .cFq ~ilI Mil IThou 081 14,869,000 071 3,248,00O 0 ;'73, 54,~30,000 9871 2,6~2,000 9891 11,329,000 53691 5,780,000 102,'192,000 7,365,000 1,478,000 77,000 398,000 268,000 847,000 63,000 11,606,000 216,452,000 2.a 3. a 3.b 4.a 4.b 4.C 4.d 10.b 11 12 (1) Includes cash items in process of callection and unpostad debits. (2) Includes time certificates of deposit not held for trading. (3) Includes all securities resale agreements in domestic and foreign offices, regardlsss of maturity. Bank Ohe, NA · Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number - 03618 Schedule RC--Continued Dollar Amounts in Thousands ~ Bi~ I Mil I Thou LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, (1) Nonintarest-beadng (1) _ __ 6631 42 380 000 I~' (2 Interest~bearing __ _ __ 6636 82,993 0O0 b. In fore,gn offices, Edge and Agreement subsld,anes, and IBFs (from Schedule RC-E, part II) (1) Noninterest-bearing (2) Interest-bearing 14. Federal funds purchased and securities sold under agreements to repurchase: a. Federal funds purchased in domestic offices (2) ~-tss31 I 291,000 6636 21,937,000 FFIEC 031 RC-2 i13.a.1 113.b 13.b.1 13.b.2 3,979,000 14.a b. Securities sold under agreements to repurchase (3) 15. Trading liabilities (from Schedule RC-D) 16. Other bon'owed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) 17. Not applicable 18. Bank's liability on acceptances executed and outstanding 19. Subordinated notes and debentures(4) 20. Other liabilities (from Schedule RC-G) 21. Totat liabilities (sum of items 13 through 20) 22. Minedty interest in consolidated subsidiaries EQUITY CAPITAL 23. Perpetual preferred stock and related surplus 24. Common stock 25, Surplus (exclude all surplus related to preferred stock) 26. a. Retained eamings b. Accumulated other comprehensive income (5) 27. Other equity capital components (6) 28. Total equity capital (sum of items 23 through 27) 29. Total tiabifities, minedty interest, and equity capital (sum of items 21,22, and 28) Memorandum To be reported only with the March Report of Condition, 1. Indicate in the box at the dght the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent extsmal auditors as of any date during 2002 14.b 24,883,000 16 2920 268,000 18 3200 4,827,000 19 2930 6,221,000 20 2948 199,024,000 21 39~1 118,000 ~2 ~ss 0 ~3 ~3o 201,0O0 24 ;39 9,164,000 25 i32 7,994,000 26.a 130 (49,0001 26.b !1o 17,310,000 ~8 2t6,452,600 ~9 RCFI~ Number 87241 N/A M. 1 I = 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 = Attestation on bank management's asse~on on the effectiveness of the bank's internal control over financial reporting by a ced[fled public accounting I~rrr 4 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting flm' (may be required by state chartering authority) 5 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 6 = Review of the bank's financial statements by extamal auditors 7 = Compilation of the bank's financial statements by extamal auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work (1) Includes total demand deposits and noninterest-bearing time and savings deposits· (2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "other bon'owed money." (3) Includes a~l securities repumhase agreements in domestic and foreign offices, regardless of maturity. (4) Includes limited-life preferred stock and related surplus. (5) Includes c~_~ unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency ~anslation adjustments, and minimum pension liability adjustments. (6) Includes treasury stock and unearned Employee Stock Ownership Plan shares. Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Cediflcata Number-03618 Schedule RC-A--Cash and Balances Due From Depository Institutions FFIEC 031 RC-3 Exclude assets held for trading. Dollar Amounts in Thousands (Column A) (Column B) Consolidated Domestic Bank Offices 1. Cash items in process of collection, unposted debits, and currency and coin a, Cash items in b. Currency and coin __ 2. Balance due Eom 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 cenffal banks 4. Balances due from Federal Reserve Banks 5. To,al (sum of items 1 through 4) (total of column A must equal Schedule RC, sum of items l.a and l.b) 1 8,238,000 1.a 1,373,000 1.b 1,445,000 2 100,000 2.a 1,346,000 2.b 12,000 3 6,000 3.a 6,508,000 3.b 544,000 522,000 18,1t7,000 11,590,000 Schedule RC-B---Securities Exclude assets held for trading. Held-lo-matud~/ Available-for-sale (Column A) (Column B) (C~umn C) (Cdurnn D) Amortized Cos1 Fair Value Amortized Cos Fair Value Dollar Amounts in Thousands RCF Bil I Mn I Thoo BII J Mil J Thou Bil J Mil I Thou ~CF~ Bil J Mi[ J 1. U.S. Treasury secutifies o21 0 021 0 128 4,065,000 12871 4,028,000 a. lssued by U.S. Govemmentagencies(ll 12891 0 12901 0 12911 19,000 12931 19,000 agencies(2) 12~41 g 12~sI 0 129'/I 984,000 12981 976,000 political subdivisions in the U.S. s49s I 0 s4971 0 s49s I 1,077,000 s4991 1,120,000 2.b 3 (1) Includes Small Business Administration 'Guaranteed Loan Pool Ce~fisates,' U.S. Madtime Administration obligations, and Export - Import Bank participation certificates. (2) Includes obligations (ether than mortgage-backed secutilies) issued by the Farm Credit System, the Federal Home Loan Bank System, The Federal Home Loan Mortgage Coq0oration, the Federal National Mortgage Association, the Financing Corporation, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority. Bank O~e, NA FFIEC 031 · Legal T~t~e of Bank RC-4 Transmitted ~o EDS as 0013340 on 11/07/2603 at 11:18:11 CST FDIC Certificate Number- 03618 Schedule RC-B--Continued Held-to-maturity Available-tor-sale (Column A) (C~umn B) (Column C) (Column D) Collar Amounts in Thousands Amortized Cost Fair Value Amortized Cos Fair Value ~CF~ BiltMiIIThoulRCF~ SillMillTheu .CF~ BillU~lThou ~cF~I Bi~lUiqThou 4 Mortgage-backed secud es MBS) · ' ' ~' ~:~, ~:~¥-~.A~~;'~ ~ :~ ~;~ ¢~,~-' ~- ~,' ' a. Pass-through secunhes: ::' (1) Guamnte~ byGNMA 1698 0 ~ 1699 0 ~70~ 14.610,000 ~702 14,784.000 (2) ISSU~ by FNMA and FHLMC ~7o3 0 ~ 17o5 0 ~ ~706 13,405.000 ~7o7 13,412,000 (3) Other pass-~mugh socud~es ~7o9 0 ~7~0 ', 0 I ~7~ 3,000 ~713 3,000 b Other mo~gag~back~ securities include CMOs, REMI~ and s~pp~ MBS): (1) Issued or guaranteed by FNMA, FHLMC, orGN~ 17141 0117151. ~, 0 t7161 430,000 17171 427,000 (2) Collateraliz~ by MBS issued or '~ ?." guamnte~ by FNMA, FHLMC, or GNM~ 1718 0 1719 0 1731 I 0 17321 0 (3) All other mo~gag~acked securities, t7331 0 17~1 0 1735~ 496,000 17361 496.000 5. Asset-hacked securdms (ABS). a. Credit ~rd receivables 8838 0 / B839 0 B84C 15,861,000 B841 15,9~,000 b. Home ~ui~lines 8842 0 / B843 0 BS~ 0 B845 0 C. Automobile loans 6848 0 ~ B847 0 B84a 253,000 B849 253,000 d. Other consumer Ioans~ e850 0 a85~ 0 ass: 282,000 SSS3 282,000 e. Comme~al and indus~al loans 8854 0 I B855 0 8s5~ 87,000 B857 87,000 [. Other 88s8 ~ I 8859 ~ 0 B86( 0 a861 0 6. Other debt securities: a. Olher domestic debt securities 1737 0 173a 0 1739[ 707,000 1741 I 687,000 b. Foreign debt se~dties --- ~74~ I 0 I 1~431 0 17~~ ~1,000 17481 ~0,000 reeddydete~nablefairvalues(1) ,-,¢~A~;~I~ ,3s7,000 8 To~ (sum of ems ~ ~mugh 7) (toa of .;:~?f~ ~1~ {~ ~'. ' ,.~' ' ~lumn A must .ual S~ule RC .tern 2.a)~ ~},:~t:,~ (to~l of ~lumn D must ~ual S~ule RC,J item 2.b) ~4 J 0 ~ ~71~ ~ 0 ~772 J ~.011.000 ~11~ ~ ~,330,000 4.a.2 4.a.3 4. b.1 4. b.2 4. b.3 5.a 5.b 5.c 5.d 5.e 5.f 6.a 6, b (1) Report'Federal Resei~,e stock, Federal Home Loan Bank stock, and banker's bank stock in Schedule RC-F, item 4. Bank One, NA FFIEC 031 Legal Title of Bank RC-5 Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certflcate Number - 03618 Schedule RC-B--Continued Memoranda Dollar Amounts in Thousands RCF~ Sil 1. Pledged securities (1) 04161 12,229,600 2. Matedty and repricthg data for debt secuHfies (1, 2) (excluding those in nonaccrual status): a. Securties issued by the U.S. Treasury, U,S. Government agencies, and states and political subdivisions in the U.S.; other non.mortgage debt secudfies; and mortgage pass-through secudfies other than those backed by closed-end :',,~,,.~'~' ;,:~, - . first lien 1-4 family residential mortgages with a remaining matudty or next repficing '. ~' date o~: (3,4) (1) Three months or less A549 3,857,000 (2) Over three months through 12 months ASS0 1,173,000 (3) Over one year through three yearn A$5~ 10,586,000 (4) Over three years through five years A5S2 1,791,000 (5) Over five years through 15 yearn ASS3 5,373,000 (6) Over 15 years A554' 1,066,000 b. Mortgage pass-through securities backed by closed-end first lien 1-4 family residential mortgages with a remaining matudty or next replacing date of:. (3,5) (1) Three months or less ASSS 0 (2) Over throe months through 12 months A556 0 (3) Over one year through three years A$57 0 (4) Over three years through five years A558 0 (5) Over five years through 15 years AS59 5,439,000 (6) Over 15 years ASS0 22,760,000 C. Other mortgage-backed securities (include CMOs, REM[Cs, and stripped MBS; exclude mortgage pass-through securities) with an expected average life of: (6) '~'~' (1) Three years or less ASS11 1,000 (2) Over three years A5621 922,000 d. Debt secudfies with a REMAINING MATURITY of one year or less (included in Memorandum items 2.a through 2.c above) A2.4SI 5,030,000 3. Amortized cost of held-to.maturity secudfies sold or transferred to available-for-sale or .;_~ ' trading securities dudng the calendar year-to-date (report the amortized cost at date of sale or transfer) 17781 0 4. Structured notes (included in the held-to-maturity and available-fur-sale accounts in a. Amortized cost 87821 0 b. Fair value 87831 0 M.1 M.2.a.2 M.2.a.3 M.2.a.4 M.2.a.5 M.2.a.6 M.2.b.1 M.2.b.2 M.2.b.3 M.2.b.4 M.2.b.5 M.2.b.6 M .2.c.2 M.2.d M.3 M.4.b (1) Includes held-th-maturity securities at amortized cost and available-for-sale securffies at fair value. (2) Exclude investments in mutual funds and other equity securities ~th roadily determinable fair values. (3} Report fixed rate debt securities by remaining matudty and floating rate debt securities by next mpdcthg date. (4) Sum of Memorandum items 2.a.(1 ) through 2.a.(6) plus any nonaccrual debt securities in the categodes of debt securities roported in Memorandum item 2.a that aro included In Schedule RC-N, item 9, column C, must equal Schedule RC-B, sum of items 1, 2, 3, 5, and 6, columns A and D, plus mortgage pass4hrough securities other than those backed by closed-end first lien 1-4 family residenlial mortgages included in Schedule RC-B, item 4.a, columns A and D. (5) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual mortgage pass-through securities backed by closed-end first lien 1-4 ~amily rosidenfial mortgages included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, item 4.a, sum of columns A and D, less the amount of mortgage pass-through securities other than those backed by closed-end first lien 1-4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D. (6) Sum of Memorandum ilems 2.c.(1) and 2.c.(2) plus any nonaccrual 'Other mortgage-backed securities" included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, item 4.b, sum of columns A and D. BAnk O~e, NA FFIEC 031 RC-6 Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Ce~ficata Number - 03618 Schedule RC-C--:-Loans and Lease Financing Receivables Part I. Loans and Leases Do not deduct the allowance for loan and lease losses or the allocated transfer dsk reserve from amounts reported in this schedule. Report (1) loans and leases held for sale at the lower of cost or market value and (2) loans and leases held for investment, net of unearned income. Exclude assets held for tmdthg and commercial paper. Dollar Amounts in Thousands 1. Loans secured by real estate a. Construction, land development, and other land loans b. Secured by farmland (including farm residential and other improvements) c. Secured by 1-4 family residential properties: (1) Revolving, opec-end loans secured by 1-4 family residential properties and extended under lines of credit (2) CIssed-end loans secured by 1-4 family residential properties: (a) Secured by flint liens (b) Secured by junior liens d. Secured by multifamily (5 or more) residential properties e. Secured by nonfarm nonresidential properties 2. Loans to depository institutions and acceptances of other banks: a. To commercial banks in the U.S. {1) To U.S. branches and agencies of foreign banks (2) To other commercial banks in the U.S. b. To other depository institutions in the U.S. c. To banks in foreign countries (1) To foreign branches of other U.S. banks (2) To other banks in foreign countries 3. Loans to finance agricultural production and other loans to farmers 4. Commercial and industhal loans: a. To U.S. addressees (domicile) b. To non-U.S, addressees (domicile) 5. Not applicable. 6. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): a. Credit cards b. Other revolving credit plans c. Other consumer loans (includes single payment, installment, and and all student loans 7. Loans to foreign govemment and official institutions (including foreign central banks) 8. Obligations (other than securities and leases) of states and political subdivisions in the U.S. 9. Other loans a. Loans for purchasing or carrying secudtiss (secured and unsecured) b. Ail other loans (exclude consumer loans) 10. Lease financing receivables (net of unearned income) a. Of U.S. addressees (domicile) b. Of non-U.S, addressees (domidle) 11. LESS: Any unearned income on loans reflected in items 1-9 above 12. Total loans and leases, net of uneamed income (sum of items 1 through 10 minus item 11 } (total of column A must equal Schedule RC, item 4.a and 4,b) (Column A) Consolidated Bank Be32 B533 33,432,000 -[ ssa,~I 8,ooo 63,000 140,000 584,000 (Cciumn B) Domestic Offices 4,335,000 99,000 3,117,000 6,734,000 1,295,000 817,000 8,653,000 32,569,000 10,000 90,000 1 8,534,000 6.a 137,000 6.b 194,000 6.c 4,704,000 9. b 4,845,000 10 I0.a 10.b 106,869,000 12 l.d 2.a 2.a.1 2.a.2 2.b 2.c 2.c.2 4.b Bank One, NA FFIEC 031 Legal Title of Bank RC-7 Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certi~cate Number - 03618 Schedule RC-C--Continued Part Io Continued Memoranda 1, Loans and Leases restructured and in compliance with modified terms (included in Schedule RC-C, part I, and not reported as past due or nonaccrual in Schedule RC-N, Memorandum item 1) (exclude loans secured by 1-4 family residential properties and loans to individuals for household, family, and other pemonal expenditures) 2. Matudty and repdcing data for loans and leases (excluding those in nonaccmal status): a. Ctased-end loans secured by first liens on 1-4 family residential properties in domestic offices (reported in Schedule RC-C, part I, item 1.c.(2)(a), column B) with a remaining matudty or next mpdcing date of: (1, 2) (1) Three months or less (2) Over three months through 12 months (3) Over one year through throe years (4) Over throe yearn through five years (5) Over five years through 15 years (6) Over 15 years b. All loans and leases (reported in Schedule RC-C, part I, items 1 through 10, column A) EXCLUDING closed-end loans secured by timt liens on 1-4 family residential properties in domestic offices (reported in Schedule RC-C, part I item 1,c,(2)(a), column S) with a remaining matudty or next repdcing date of: (1,3) (1) Three months or less (2) Over three months through 12 months (3) Over one year through three yearn (4) Over three years through five years _ (5) Over five years through 15 years (6) Over 15 years c. Loans and leases (reported in Schedule RC-C, part I, items 1 through 10, column A) with a REMAINING MATURITY of one year or less (excluding those in nonaccrual status) 3. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC-C, part I, items 4 and 9, column A (4) 4. Adjustable rate closed-end loans secured by first liens on 1-4 family residential properties in domestic offices (included in Schedule RC-C, part I, item 1.c.(2)(a), column B) 5. Loans secured by real estate to non-U.S, addresses (domicile) (included in Schedule RC-C, part I, item 1, column A} 6) Memoraedum Item 6 Is to be completed by banks that (1) together with affiliated institutions, have outstanding oredit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) ara credit card specialty banks as defined for Uniform Bank performance Report purposes. Outstanding credit card fees and finance charges Included in Sohedule RC-C, part I, Item 6.a., column A 235,000 M.2.a.1 215,000 M.2.a.2 258,000 M.2.a.3 791,000 M.2.a.4 2,395,000 M.2.a.5 2,585,000 M.2.a,5 68,68g,000 M.2.b.1 8,018,000 M.2.b.2 5,713,000 M.2.b.4 4,614,000 M.2.b.5 1,037,000 M.2.b.6 ' 56,294,000 M.2,c 3,563,000 IM.3 ~ s370f S34,000 M.4 I a8371 119,000 M.5 1~7,ooo IU.~ (1) Report fixed rate loans and leases by remaining matudty and floating rate loans by next rapdcing date. (2) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual closed-end loans secured by first liens on 1-4 family residential properties In domestic offices included in Schedule RC-N, item 1.c.(2)(a), column C musl equal total dosed-end loans secured by first liens on 1-4 family residential properties from. Schedule RC-C, part I, item 1.c.(2)(a), column B (3) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus total nonaccrual loans and leases from Schedule RC-N, sum of Items 1 through 8, column C, minus nonaccrual dosed-end loans secured by first liens on 1-4 family residential properties in domestic offices included in Schedule RC-N, item 1.c.(2)(a), column C, must equal total loans and leases from Schedule RC-C, Part I, sum of items I through 10, column A, minus total dosed-end loans secured by first liens on 1-4 famfiy residential properfies in domestic offices from Schedule RC-C, part t, item 1.c.(2)(a), column B. (4) Exclude loans secured by real estate that are included in Schedule RC-C, part I, item 1, column A~ Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:1 t CST FDIC Certificate Number. 03618 SChedule RC-D--Trading Assets and Liabilities Schedule RC-D is to be completed by banks that reported average trading assets (Sc'hedule RC-K, item 7) of $2 million or more for any quarter of the preceding year. ASSETS 1. U.S. Treasury 2. U.S. Government a, backed secudfies) 3. Securities issued 4. Modgage-bac a. Pass-througl b. Other mortgeg~ FREC 031 RC-8 6. - 8. Not applicable 9. Other trading 10. Trading assets 11. Revaluation g ' a. In domestic offices b. in foreign offices 12. Total trading assets (= LIABILITIES 13. Liabiltly for short positions Dollar Amounts in Thousands {CONI Bil I Mil I 'Tt~u Jr[ties in domestic offices 3531 I 1,034,000 agency obligations in domestic offices (exclude mortgage- ':~,% ......, 35321 0 ~y staths and political subdivisions in the U.S. in domestic offices 3533 0 securities (MBS) in domestic offices: ;,.~--~ -" ~ ~ ~'"' ~cudfles issued or guaranteed by FNMA, FHLMC, or GNMA 35341 0 -backed securities issued or guaranteed by FNMA, FHLMC, or GNMA ..~ ;~...~- · ?~,~..~ (include CMOs REMICs, and stripped MBS) 35351 0 4.b c. All other mortgage-backed securities 3536 0 4.c 5. Other debt securities in domestic offices 3537 173,000 ts in domestic offices / 3541 29,000 ~CFN ' ~oreign offices 3542 259,000 ~ on dedvative contracts: ICON ;Ets 3543 4,183,000 s 3543 1,687,000 ~CFO ts (sum of items 1 through 11 ) (must equal Schedule RC, item 5) 3545 7,365,000 11.a 11.b 12 RC!I 9il I Mil IThco I 3546 439,000 113 14. Revaluation losses on derivative contracts 3547 4,775,000 14 15. Total trading liabifitles (sum of items 13 and 14) (must equal Schedule RC, item 15) 354 5,214,000 15 Bank One, NA FREC 031 Legal Title of Bank RC-9 Transmit[ed to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificata Number - 03618 Schedule RC-E--Deposit Liabilities Part I. Deposits in Domestic Offices Nontransactio~ Transaction Accounts Accounts (Column A) (Cdumn B) (Column C) Total Memo: .Total Total transaction demand nontransactio~ accounts deposits accounts (including total (included in (including demand deposits) column A) MMDAs) Dollar Amounts in Thousands ~CON{ Bit Deposits of: 1. Individuals, padnerehips and corporal~ons ....... (include all cedified and official checks) B549 20,106,000 ~ 8550 98,076,000 2. U.S. Government 2202 .~3,000~~.~ ~ 2520 0 3. States and political subdivisions in the U.S. 2203 2,126,000~~~ 2s30 1,191,000 4. Commercial banks and other depository insti~ttans in the U.S, sss~II 2,201,000~~~~__~,a B552 1 1,0,54,000 (including [oreign cenlral banks) ~2~s I 0 '~' '; ~'~ ~;r'/I 0 7. Total (sum of items 1 through 6) (sum of columns A and C must squal Schedule RC, item13.a) 22~5~ 25,052,000 22101 ~,024,000 ~38~I t00,321,000 Memoranda Dollar Amounts in Thousands 1. Selected components of total deposits (i.e., sum of item 7, columns A and C): a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts b. Total brokered deposits c. Fully insured brokered deposits (included in Memorandum item l.b above): (1) Issued in denominations of less than $100,000 (2) Issued either in denaminations of $100,000 or in de~minafions greater than $100,000 and participated out by the broker in shares of $100,000 or less d. Matudty data for brokered deposits: (1) Brokered deposits issued in denominations of less than $100,000 with a remaining matudl,/of one year or less (included in Memorandum item 1,c.(1 ) above) (2) Brokered deposits issued in denominations of $100,000 or mom with a remaining matudty of one year or less (included in Memorandum item l.b above} e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S. reported in item 3 above which are secured or collatarllzed as required under state law~ (to be completed for the December report only) 2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.c must equal item 7, column C, above): a. Savings deposits: (1) Money market deposit accounts (MMDAs) (2) Other savings deposits (excludes MMDAs) b. Total time deposits o~ less than $100,000 c. Total time deposits of $100,000 or more aco,I BilI MilI Ttx~ s3sI 4,124,000 M.l.a 36s 2,385,000 M.l.b : 2343 [ 0 M.I.c.1 2344 1,439,000 M.l.c.2 M.l.d.1 841,000 i M.l.d.2 74,838,000 ~ M.2.a.1 6,288,000 M.2.a.2 12,111,000 M.2.b 7,084,008 M.2.c Bahk one, NA FF1EC031 LegalTiUe ~ Bank RC-10 TmnsmiEed tu EDS as 0013340 on 11~7~003 at11:18:11 CST FDiC Ce~ficatu Number-03618 Schedule RC-E--Continued Part I. Continued Memoranda (continued) Dollar Amounts in Thousands 3. Maturity and mpdcing data for time deposits of less than $100,000: a. Time deposits of less than $100,000 with a remaining matudty or next repriclng date of (1,2) (1) Three months or less (2) Over throe months through 12 months (3) Over one year through throe years (4) Over three years b. Time deposits of less than $100,000 with a REMAiNiNG MATURITY of one year er less (included in Memorandum items 3.a.(1) and 3.a.(2) above) (3) 4. Matudty and repricing data for time deposits of $100,000 or more: a. Time deposits of $100,000 or more with a remaining matudty or next repdcing date of (1,4) (1) Three months or less (2) Over three months through 12 months (3) Over one year through three years (4} Over three years b. Time deposits of $100,000 or more with a REMAINING MATURITY of one year or less (included in Memorandum items 4.a.(1) and 4.a.(2) above) (3) 2,154,000 4,008,000 2,873,000 3,076,000 6,162,000 1,938,000 1,420,000 2,144,000 1,582,000 3,358,000 M.3.a.1 M.3.a.2 M.3.a.3 M.3.a.4 M.3.b M.4.a.1 M.4.a.2 M4.a.3 M.4.a.4 M.4.b (1) Report fixed rate time deposits by remaining matudty and floating rate time deposits by next repdcing date. (2) Sum of Memorandum items 3.a.(1) through 3.a.(4) must equal Schedule RC-E Memorandum item 2.b. (3) Report both fixed and floating rate time deposits by remaining maturity. Exclude floating rate time deposits with a nexl repdcing date of one year or less that have a remaining maturity of over one year. (4) Sum of Memorandum items 4.a.(1) through 4.a.(4) must equal Schedule RC-E, Memorandum item 2.c. Part II. Deposits in Foreign Offices (including Edge and Agreement subsidiaries and IBFs) Dollar Amounts in Thousands R~Fr~ BilI Miq ~u 1. Individuals, partnershlps, and corporations (include uti certified and official checks) 1 ~BSSl 1B,688,~00 Deposits of: 2. U.S. banks (including IBFs and foreign branches of U.S. banks) and other U.S. depository institutions 3. Foreign banks (including U.S. branches and agencies of foreign banks, including their IBFs) 4. Foreign govemments and official institutions (including foreign central banks) 5. U.S. Government and states and political subdivisions in the U.S, 6. Total (sum of items I through 5 ) (must equal Schedule RC, item 13.b) t B554 1,520,000 2625 1,671,000 2550 3,349,000 B555 0 2200 22,228,000 Memorandum Dollar Amounts in Thousands RCFi~ Bil t Mil I Thou ] 1 A24S 17,455,000 M.1 1. Time deposits with a remaining matudty of one year or less (included in Part II, item 6 above) Bank One, NA FFIEC 031 Legal Title of Bank RC-11 Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number - 03618 Schedule RC-F--Other Assets Dollar Amounts in Thousands 1. Accrued interesl receivable (1) 2. Net deferred tax assets (2) 3, Interest-only stdps receivable (not in the form of a security) (3) on: a. Mortgage loans b. Other financial assets 0 3.b 4. Equity securities Ihat DO NOT have readtiy determinable fair values (4) 5. All other assets (itemize and describe amounts greater than $25,000 that exceed 25% of this item) ___ TEX'r a. Prepaid expenses 2165 0 b. Cash surrender value of life insurance c0o9 0 5.b c. Repossessed pemonal property (including vehicles) 1575 0 5.c d. Deriviatives with a positive fair value held for purposes other than trading c01o 0 5.d Retained interests In accrued interest receivable e. related to securitized credit cards c436 0 5. e f. 3549 Accounts Receivable 3549 5,615,000 5.f g. 35501 3650 5.g h. 3551 3551 5.h 6. Total (sum oi~items 1 thruugh 5) (must 6<lual Schedule RC, item 11) tl,606,000 6 Schedule RC-G.~Other Liabilities Dollar Amounts in Thousands 1. a. interest accrued and unpaid on deposits in domestic offices(5} b. Other expenses accrued and unpaid (includes accrued income taxes payable) 2. Net defen-ed tax liabilities (2) 3. Allowance for credit losses on off-balance sheet credit exposures 4. All other liabilities (itemize and describe amounts greater than $25,000 that exceed TEXT 159,000 1.a 1,029,000 1.b 1,301,000 0 3,732,000 a. Accounts pa~/able 3066 2,594,000I;~ ''~ ' c. Dividends declared but not yet payable 2932 0 d. Derivatives with a ne~lafive fair value held for purposes other than trading c012 0 e. 3552 3552 N/A 4.e 3553 3553 N/A 4.f 3654 35.54 N/A 4.g 5. Total (sum of items 1 threugh 4) (must equal Schedule RC, item 20) 6,221,000 5 (1) Include accrued Interest receivable on loans, leases, debt secuhties, and other interest-bearing assets. (2) See discussion of deferred income taxes fn Glossary entry on "income taxes." (3) Report interest..only strips receivable in the form of a security as available-for sale securities in Schedule RC, item 2.b, or as trading assets in Schedule RC, item 5, as appropriate. (4) Include Federal Reserve stock, Federal Home Loan Bank stock, and bankers' bank stock (5) For savings banks, includes "dividends" accrued and unpaid on deposits. B~,nk O~e, NA FFIEC 031 Legal Title of Bank RC-12 Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC CertJficata Number. 03618 ~ Schedule RC-H--Selected Balance Sheet Items for Domestic Offices Offices Dollar Amounts in Thousands ' ~cot Bti I M,~ I 'Fn(xj ~' liability to this bank on acceptances outstanding 2185 256,000 )ility on acceptances executed and outstanding 292{3 256,000 purchased under agreements to resell es9.= 11,323,000 sold under agreements to repurchase 399.' 6,031,000 owed money 31~3 24,723,000 )m own foreign offices, Edge and Agreement subsidiaries, and IBFs 21631 N/A own foreign offices, Edge and Agreement subsidiaries, and IBFs 2941 I 10,766,000 ts (excludes net due from foreign offices, Edge and Agreement subsidiaries, ~;~.~t~'~>.~.; 21921 202,896,000 ities (excludes net due to foreign offices. Edge and Agreement subsidiaries, and ~:?.,~,~.'~2~ 31291 174,702,000 1. Customers' 2. Bank's liabilit 3. Securities 4. Securities sold 5. Other borrow( EITHER 6. Net due from OR 7. Net due to own 8. Total assets and IBFs) 9. Total liabilitie.~ IBFs) In items 10-17 report the amortized (historical) cost of both held-to-maturity and available-for-sale securities in domestio offices. 10. U.S. Treasury securities 11. U.S. Government agency obligations (excJude mortgage-backed securities) 12. Secudties issued by states and political subdivisions in the U,S. 13. Mortgage-backed securities (MBS): a. Pass-through securities: (1) issued or guaranteed by FNMA, FHLMC, or GNMA (2) Other pass-threugh securities b. Other mortgage-backed secutities (include CMOs, REMICs, and stripped MBS): (1) Issued or guaranteed by FNMA, FHLMC, or GNMA (2) All other mortgage-backed securities 14. Other domestic debt securities (include domestic asset-backed securities) 15. Foreign debt securities (include foreign asset-backed securities) 16. Investments in mutual funds and other equity sacudties with readily determinable fair values 17. Total amortized (historical) cost of both held-to-maturity and available-for-sale securities (sum of items 10 through 16) 18. Equity securities that do not have readiiy detan'n[nable fair values 4,065,000 10 1,003,000 11 1,077,000 12 28,015,000 13.a.1 13.a.2 ~2ce 430,000 13.b.1 1280 496,000 13.b.2 1281 17,190,000 14 1292 5,000 15 ,~oI 1.356,000 16 11 9 t 98a,000 118 Schedule RC-I~elected Assets and Liabilities of IBFs To be completed only by banks with IBFs and other"foreign" offices. Dollar Amounts in Thousands IRCFI~ Bil I Mil { Thou 1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12) 2133} 487,000 2. Total IBF abi t es component of Schedu e RC, item 21 2898t 684,000 Bank One, NA Legal Title of Sank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Cer~ficata Number- 03618 Schedule RC-K--Quarterly Averages (1) Dollar Amounts in Thousands RCFI~ BilI Milim~ ASSETS ~-'-.; ~ .~!..~.; i::~ ~t.[~I,~'~ 1. Intarest-beadng balances due from depository institutions 33811 3,013,000 2. U.S. Treasu~J securities ahd U.S. Government agency obligations (2) ~'~:~;~} (excluding modgag~ba~ed s~udties) 85~ 5,257,000 3. Mo~gag~ack~ secu~ies (2) ~559~ 31,2~,000 4. All other securities (2, 3)(includes securities issued by states and political ~:;~.~;?,~;,~:~ subdivisions in the U.S.) B560{ 18,925,000 5. F~eral ~nds sold and securities pu~ased under agreements to resell ~_ ~65~ 14,~1,000 (1) Total loans 33~ 92,810,000 (2} Loans s~ur~ by mai estate 3385 25,332,000 (3) Loans to finan~ agricultural pmdu~ion and o~er loans to la.em _ 3386 616,000 (4) Comme~al and industrial loans 3387 29,188,000 (5) Loans to individuals for household, family, and other pemonal expenditures: ~;~:,~'~.~ (a) Credit ~rds ass1 ~ 9,286,000 (b) Other (includes single payment, ins~llment, all student loans, and revolving ~[~':'~;~'~E~ credit plans other than credit ~s) 9562 553,000 b. To~l loans in foreign offices, Edge and Agreement subsidiaries, and IBFs ~s0 16,191,~0 7. Trading assets ~o~ 7,093,000 8. Lease financing m~ivabl~ (net of unearned income) ~ 5,~0,000 9. Total assms(4} 33ss 218,6~.000 10. Intarast-beafing ~ansaction accounts in domestic (NOW accounts, ATS accounts, RCON .'~:~t~'~ and telephone and preauthoHz~ ~ansfer account) (exclude demand de.sits) ~85 ~ 2,933,000 11. Nontransaction ac~un~ in domestic o~ces: ~;~ a. Savings de~i~ (includes MMDa) ~5~3 62,219,000 b. ~me dep~i~ of $100,000 or mom A5~4 7,360,000 c. ~me deposits of less than $100,000 ~29 12,~,000 RCF~ ~5~ 12. Interest-beating de~si~ in foreign offices, Edge and Agr~ment subsidiaries, and IBFs ~ 20,991,~0 13. F~eml funds pu~as~ and securities sold under agreements to repumhase 33~ 9,967,000 14. Other bo~owed money ~-~ (includes moAgage Indebtedness and obligations under ~pi~llzed leases) 3355 ~ 27,1 ~,000 FFIEC 031 RC-13 6.a.2 6.a.3 6.a.4 6.a.5.b 6.b 12 13 14 (1) For all items, banks have the option of repoding either (1) an average of DAILY figures for the quader, or (2) an average of WEEKLY figures (i.e., the Wednesday of each week of the quarter). (2) Quarterly averages for all debt securities should be based on amodized cost. (3) Quarterly averages for all equity securities should be based on historical cost. (4) The quarterly averages for total assets should reflect all debt securities (not held fo," trading) at amortized cost, equity securities with readily determinable fair values at the lower of cost or fair value, and equity securities without readily determinable fair values at historical cost. Bank Offs, NA FFIEC 031 · Legal Title of Bank RC.-14 Transmitted to EDS as 0013340 on 11~37/2003 at 11:18:11 CST FDIC CeA§cats Number- 03618 Schedule RC-L--Derivatives and Off-Balance Sheet Items Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk. Dollar Amounts 1. Unused commitments: a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home equity lines b. Credit cord lines c. (1) Commitments to fund commercial real estate, construction, and land development loans secured by mai estate (2) Commitments to fund commercial mai estate, construction, and land development loans NOT secured by real estate d. Securities underwriting e. Other unused commitments 2. Financial standby lettem of credit and foreign office guarantees a. Amount of financial standby letters of credit conveyed to others 3. Performance standby lettem of credit and foreign office guarantees a. Amount of performance standby letters of credit conveyed to others 4. Commercial and similar letters of credit 79,000 1.a 1.b 2,928,000 1.c.1 6550 3,544,000 1.c.2 3817 0 1.d 3518 116,542,000 l.e 20,625,000 2 I 38201 7,221,000 ~'~,ft~'~f~'s'.'.'.'.'.'.'.'.~.~12.a I~.=,1 3:3 ,000 13. 1 3822~ 1,132,000 I~ 595,000 5. Participations in acceptances (as described in the instructions) conveyed to others by the reporting bank 6. Securities lent (including customers' securiUes lent where [he customer is indemnified against loss by the raporting bank} 7. Credit derivatives: a. Nctionat amount of credit derivatives on which the reporting bank is the guarantor (1) Gross positive fair value (2) Gross negative fair value b. Notional amount of credit dedvativos on which the reporting bank is the beneficiary (1) Gross positive fair value (2) Gross negative fair value 8. Spot foreign exchange contracts 9. All other off-balance sheet liabilities (exclude derivatives) (itemize and describe each component of this item over 25% of Schedule RC, item 28, "Total equity copital") 'TEXT a. Securities borrowed 3432 3555 3556 b. Commitments to purchase when-issued securities c, 3555 d, 35s6 e. 3557 10. All other off-balance sheet assets (exclude derivatives)(itamize and describe each component of this item over 25% Schedule RC item 28, ~Total equity copital") 'IEX'r a. Commitments to sell when-issued securities b.I 8592I c. 5593 d. 5594 e. 5595 107,000 7.a.1 6,000 7.a.2 10,170,000 7.b 30,000 7,b.1 192,000 7.b.2 9. b 0 10 10.b 10.c 10.d 10.e 11. Year-to-date merchant credit card sales volume: a. Sales for which the reporting bank is the acquiring bank b. Sales for which the reporting bank is the agent bank with risk C2231 0 11,a ¢2241 0 11.b Bank One, NA FREC 031 Legal T~tle of Sank RC-15 Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Cerfiflcale Number - 03618 Schedule RC-L--Continued Dollar Amounts in Thousands (Column A) (Column B) (Column C) (Column D) Interest Foreign Equily Cemmodi[¥ Derivatives Position indicators Rate Exchange Derivative and Other Contracts Contracts Contracts Contracts must equal sum of items 13 and 14): RCFD 8693 RCFD 8694 RCFD 8695 RCFD 8696 a. Futures contracts 52,459,000 280,000 73,000 183,000 RCFD 8697 RCFD 8699 RCFD 8699 RCFD 8700 b. Forward contracts 140,655,000 70,964,000 428,000 0 c. Exchange-traded option contracts; RCFID 8701 RCFD 9702 RCFO 8703 RCFD 8704 (1) Written options 11,035,000 0 94,000 0 RCFD 8705 RCFD 8706 RCFD 8707 RCFD 8708 (2) Purchased options 9,140,000 0 1,207,000 0 d. Over*the-counter option contracts: RCFD 8709 RCFD 8710 RCFe 8711 RCFO 8712 (1) Wdtten options 63,492,000 18,939,000 547,000 470,000 RCFD 8713 RCFD 8714 RCFD 8715 RCFD 8716 (2) Purchased options 72,766,000 17,763,000 825,000 694,009 RCFD 3480 RCFO 3828 RCFD 8719 RCFD 8720 e. Swaps 715,151,000 9,884,000 2,012,000 3,579,000 13. Total gross notional amount of RCFD A126 RCFD A127 RCFD 9723 RCFD 8724 derivative contracts held for trading ###5:.':.',':iillil;;;: 117,281,000 5,186,000 4,926,000 derivative contracts held for RCFD 9725 RCFD 8725 RCFD 8727 RCFD 8728 purposes other than trading 10,225,000 549,000 0 0 a. Contracts held for trading: RCFD 8733 RCFD 5734 RCFD 8735 RCFD 8736 (1) Gross positive fair value 22,238,000 2,463,000 158,000 218,000 RCFD 8737 RCFD 8738 RCFO 8739 RCFO 8740 (2) Gross negative fair value 21,259,000 2,366,000 161,000 192,000 trading: RCFD 8741 RCFO 8742 RCFD 8743 RCFD 97440 (1) Gross positive fair value 21,000 7,000 0 1 RCFD 8745 RCFD 8746 RCFD 87470 I RCFD 8748 (2) Grass negaUve fair value 265,000 4,000 ~ 0 12.b 12.d.2 12.e 13 14 14.a 15.a.2 15.b.2 BAnk O~e, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificata Number - 03618 Schedule RC-M--Memoranda Dollar Amounts in Tl~ousands IRCFD~ Bil t Mil '~ I 1. Extensions of credit by the reporting bank to its executive officers, directors, principal I ~; ~;'~?<' ,~ ' :~' ' ',' ~' J shareho ders and he r re a ed n erests as of he report da e'. -:-,~' ~i~;,; ~ ~:~, .~ · ,~ :~'~', ,.;;!'~;~.,t, a. Aggregate amount of all extensions of credit to all executive officers, directors, principal ,~i~?~!,~'~i:?~!',;i~,:?~ s1~4 1,337,438 1.a FFiEC 031 RC-16 shareholders, and their related interests b. Number of executive officers, directors, and principal shareholders to whom the amount of all extensions of credit by the reporting bank (including extensions of credit to related interests) equals or exceeds the lesser of $500,000 or 5 percent ol~ total capital as defined for this purpose in agency regulations 2. Ictangible assets other than goodwill: a. Mortgage servicing Assets (1) Estimated fair value of mortgage servicing assets b. Pumhased credit card relationships and nonmortgage servicing assets c. All other identifiable intangible assets d. Total (sum of items 2.a, 2. b, and 2. c) (must equal Schedule RC, item 10.b) 3. Other real estate owned: a. Direct and indirect investments in real estate ventures b. All other real estate owned: (1) Construction, land development, and other land in domestic offices (2) Farmland in domestic offices (3) 1-4 family residential properties in domestic offices (4) Mufiifamily (5 or more) residential properties in domestic offices (5) Nonfarm nonresidential properties in domestic offices Number 0155[ 7 1.b 1 A5901 0 8026 5507 :0426 63,000 0 2.a 2.a.1 2. b 2.d (6) In foreign offices _ c. Total (sum of items 3.a and 3.b) (must equal Schedule RC, item 7) 4. Investments in unconsolidated subsidiaries and associated companies: a. Direct and indirect Inveslrnents in real estate ventures b. All other investments in unconsolidated subsidiaries and associated companies c. Total (sum of items 4.a and 4.b) (must equal Schedule RC, item 8) 5. Other borrowed money: a. Federal Home Loan Bank advances: (1) With a remaining matudty of one year or less (1) (2) With a remaining maludty of more than one year through three years (3) With a remaining matudty of more than three years b. Other borrowings: (1) With a remaining matudty of one year or less (2) With a remaining matudty of more than one year through three years (3) With a mmainieg matudty of more than three years c. Total (sum of items 5.a.(1 ) through 5.b.(3)) (must equal Schedule RC, Item 16) 6. Does the reporting bank sell pdvata label or third party mutual funds and annuities? 7. Assets under the reporting bank's management in proprietary mutual funds and annuities 8. Primary Internet Web site address of the bank (home page), If any: (example: http://www,examplebank.com) FEXT ~'] htr p://www.bankone.com 9. Do any of the bank's Internet Web sites have transactional capability, I.e., allow the bank's customers to execute transactions on their accounts through the Web site? 3.a 0 5.a.1 1,000,000 5.a.2 3,865,000 5.a.3 5,517,000 5.b.2 5,125,000 5.b.3 24,883,080 5.c lass01 YES/NOYEs 15 557ot o 17 8 YES I NO YEs 10 (1) Includes overnight Federal Homo Loan Bank advances. 5374 0 4.a 5375 398.000 4.b 2130 398,000 4.c 28,000 3,b,1 0 3.b.2 31,000 3.b.3 3.b.4 3.b.5 0 3.b.6 77,000 3.c Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number- 03618 Schedule RC-N--Past Due and Nonaccrual Loans, Leases, and Other Assets FREC 031 RC-17 (Column A) (Column B) Past due Past due 90 30 through 8.c days or more and still (C,~umn C) Nonaccrual Dollar Amounts in Thousands 1. Loans secured by mai estate: a. Construction, land development, and other land loans in domestic offices b. Secured by farmland in domestic offices c. Secured by 1-4 family residential properties [n domestic offices: (1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit (2) CIosad-end loans secured by 1-4 family residential properties: (a) Secured by first liens (b) Secured by junior liens d. Secured by multifamily (5 or more) residential properties in domestic offices e. Secured by nonfarm nonresidential properties properties In domestic offices 0 1.b 97,000 1.c.1 255,000 1.c.2.a 40,000 1.c.2. b 14,000 l.d 27%000 1.e f. In foreign offices 2. Loans to depository institutions and acceptances of other banks: a. To U.S. banks and other U.S. depository institutions b. To foreign banks 3. Loans to finance agricultural production and other loans to farmem 4. Commemial and industrial loans: a. To U.S. addressees (domicile) b. To non-U.S, addressees (domicile) 5. Loans to individuals for housahold, family, and other personal expenditures:- a, Credit cards b. Other (includes single payment, installment, ail student loans, and revolving credit plans Other than credit cards) 6. Loans to foreign governments and official institutions 7. All other loans 8, Lease financing receivables: a. Of U,S, addressees (domicile) b. Of non-U,S, addressees (domicJle) 9, Debt securities and other assets (exclude other real estate owned and other repossessed assets) 0 0 0 1.f 0 2. a 1,000 2. b 50,000 4.b 0 5.a 4,000 5.b 8.b 266,000 229,000 9 Bahk O~e, NA FFIEC 031 Legal Tifie of Bank RC-18 Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Ce~ficata Number - 03618 Schedule RC-N~-Continued Amounts reported in Schedule RC-N, items I through 8, above include guaranteed and unguaranteed portions oil past due and nonaccrual loans and leases. Report in item 10 below certain guaranteed loans and leases that have already been incJuded in the amounts reported in items I through 8. (Column A) (Column B) (Column C) Past due Past due 90 Nonaccrual 30 through 89 days or more days and still and still accnJing accruing Dollar Amounts in Thousands ~CFI~ 8il IhoJly or partially mment 5~12J 1,000 5613J 0 6614J 1,000 ts and leases 56151 1,000 ss~sI 0 56~7~ 1.000 10. Loans and leases reported in items 1 through 8 above which are wholl guaranteed by the U.S, Government 10 a. Guaranteed portion of lear included in item 10 above 10.a (Column A) (Column B) (Column C) Past due Past due 90 Nonaccrual 30 through 89 days or more days and still and sfill Memoranda accmin~l accnJin~ Dollar Amounts in Thousands ~CFI~ Bil I Mil Bil I Mil 133',ou RCF[~ B[~ I Mil I Thou 1. Restructured loans and leases inrJuded in ' Schedule RC-N, items 1 through 8, above (and not reported in Schedule RC-C, Part I. Memorandum item 1) ~6581 0 16591 0 1661 I 0 2. Loans to finance commercial real estate, ~., ~ ~r~!~ ~,:~, '~. ':~..,~:~- ~ ,,,.~, ~,.~,.%':~ '"'~ .... ~ ~ ~'~'... ,}.~;,~ .,~j ~' "~ TM construcflon, and land development activities ;,'~.~tc,~,.~!;~;~ .,. ~:~, ~~: (not secured by real estate) included in ~'~""~. Schedute RC-N, Items 4 and 7, above 66561 20,000 66~ I 0 658o I 47,000 Schedule RC-N, item 1, above) 12481 3,000 1249 012501 0 §. 'oaneand,aaeeabe,d,o, sata <,n uded,n Schedule RC-N, items I through 8, above) C2401 83,000 c2411 63,000 C2261 3,000 M.1 M2 M.3 M.5 (Column A) (Column B) Past due Past due 90 30 through days or more 89 days ~CFq BilI MilI Th~ BilI MilI Thou 35291 1.000 353 6,000 6. Interest rate, foreign exchange rate, and other commodity and equity contracts: Fair value of amounts carried as assets M,6 Person to whom questions about the Reports of Condition and Income shouid be directed: Matthew A, Reece, Vice Presldenl Name and Title [TEXT 8901) Matthew_A_ Reece~bankone.com E-mail Address (TEXT 4086) 312-407-3685 312-407-5698 Telephone: Area code/phone number/extension (TEXT 8902) FAX: Area code/phone number (TEXT 9116) Bank One, NA Legal Ttile of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11;18:11 CST FDIC Certificate Number- 03618 Schedule RC-O---Other Data for Deposit Insurance and FICO Assessments Oorlar Amounts in Thousands JRCONI Bi[ I Mil I ~ FFIEC 031 RC-19 1. Unpostsd debits (see instructions): a. Actual amount of all unposted debits OR b. Separate amount of unpostad debits: (1) Actual amount o[ unpostad debits to demand deposits (2) Actual amount o[ unposted debits to time and savings deposits (1) 2. Unposted credits (see instructions}: a. Actual amount of all unpostad credits OR b. Separate amount of unposted credits: (1) Actual amount of unpostad credits to demand deposits (2) Actual amount of unpcated credits to time and savings deposits (1) 3. Uninvested trust funds (cash) held in bank's own trust department (not included in total deposits in domestic offices) 4. Deposits of consolidated subsidiaries in domestic offices and in insured branches in Puerto Rico and U.S. terdtaries and possessions ( not included in total deposits ): a. Demand deposits of consolidated subsidiaries b. Time and savings deposits (1) of consolidated subsidiaries c. Interest accrued and unpaid on deposits of consolidated subsidiaries 5. Deposits in insured branches in Puerto Rico and U.S. te~todes and possessions: a. Demand deposits in insured branches (included in Schedule RC-E, Part II) b. ~me and saving deposits (1) in insured branches (included in $cheduta RC-E, Part I~) c. interest accrued and unpaid on deposits in insured branches (included in Schedule RC-G, item l.b} 6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on behalf of its respondent depository institutions that are also reflected as depostt liabilities of the reporting bank: a. Amount reflected in demand deposits (included in Schedule RC-E, Part I, Item 7 column B) b. Amount reflected in time and savings deposits (1) (included in Schedule RC-E, Part I, Item 7, column A or C, b~t not column B) 7. Unamortized premiums and discounts on time and savings deposits: (1,2) a. Unamortized premiums b. Unamortized discounts 8. To be completed by banks with "Oakar deposits ". a. Deposits purchased or acquired from other FDiC-insured institutions during the quarter (exclude deposits purchased or acquired from foreign offices other than insured branches in Puerto R~ca and U.S. territories and possessions): (1) Total deposits pumhasad or acquired from other FDIC-Insured institutions dudng the quarter (2) Amount of purchased or acquired deposits repoded in item 8.a.(1) above attributable to a secondary fund (i.e., BIF membera report deposits attributable to SAIF; SAIF members report deposits attributable to BIF) b. Total deposits sold or transferred to other FDIC-insured institutions during the quarter (exclude sales or transfers by the reporting bank of deposits in foreign offices other than insured branches In Puerto Rico and U.S. ten'itades and 0031 NJA 1.b. 1 OO321 N/AJ 1 .b.2 1 ,01 r' N/A J2.a 2.b.2 4.b 4.c 2229 0 5.a 23s31 o 15.b 5515J o 5.c 23151 O, 6.b 22,000 7,b 8.b (1) For FDIC and FICO insurance assessment purposes, "time and savings deposits" consists of nontransaction accounts and all transaction accounts other than demand deposits. (2) Exclude core deposit intangibles. .Bank One, N A Legal TiUe of Bank Transmitted lo EDS as 0013~0 on 11/0712003 at 11:18:11 CST FDIC Certificate Number- 03618 Schedule RC-O--Continued Dollar Amounts in Thousands 9. Deposits in lifeline accounts. 10. Benefit-responsive "Depository Institution Investment Contrac!s" (included in total deposits in domestic offices) 11. Adjustments to demand deposits in domestic offices and in insured branches in Puerto Rico and U.S. territories and possessions reported in Schedule RC-E for certain reciprocal demand balances: a. Amount by which demand deposits would be reduced if the reporting bank's reciprocal demand balances with the domestic offices of U.S. banks and savings associations and insured branches in Puerto Rico and U.S. territories and possessions that were reported on a gross basis in Schedule RC-E had been reported on a net basis b. Amount by which demand deposits would be increased if the reporting bank's reciprocal demand balances with foreign banks and foreign offices of other U.S. banks (other than insured branches in Puerto Rico and U.S. territories and possessions) that were reported on a net basis in Schedule RC-E had been reported on a gross basis c. Amount by which demand deposits would be reduced if cash items in process of collection were included in the calculation of the reporting bank's net reciprocal demand balances with the domestic offices of U.S. banks and savings associations and insured branches in Puerto Rico and U.S. territodes and possessions in Schedule RC-E 12. Amount ot assets netted against deposit liabilities in domestic offices and in insured branches in Puerto Rico and U.S. terfitofios and possessions on the balance sheet (Schedule RC) in accordance with generally accepted accounting principles (exclude amounts related to reciprocal demand balances): a. Amount of assets netted against demand deposits b. Amount of assets netted against time and savings deposits Memoranda (to be completed each quarter except as noted) Dollar Amounts in Thousands 1. Total deposits in domestic offices of the bank and in insured branches in Puerto Rico and U.S. terfitedes and possessions (sum of Memorandum items 1.a.(1) and 1.b.(1 ) must equal [he sum of Schedule RC, item 13.a, and Schedule RC-O, items 5.a and 5.b): a. Deposit accounts of $100,000 or less (1): (t) Amount of deposit accounts of $100,0000 or less (2) Number of deposit accounts of $100,000 or less (to be completed for the June report only) -I 3779 b. Deposit accounts of more than $100,000 (1): (1 } Amount of deposit accounts of more than $100,000 (2) Number of deposit accounts of more than $100,000 12722 2. Memorandum Item 2 is to be completed by all banks. Estimated amount of uninsured deposits in domestic offices gl the bank and in insured branches in Puerto Rico and U.S. terTitodes and possessions (see instructions) 3. Has the reporting institution been consolidated with a parent bank or savings association in that parent bank's or parent savings association's Call Report or Thrift Financial Report ? If so, report the legal title and FDIC Certificate Number of the parent bank or parent savings association: Text Number N/A Number 151,247 (1) The dollar amounts used as the basis for reporting in Memoranda items 1.a and 1.b reflect the deposit insurance limits in effect on the report date. FFIEC 031 RC-20 ~co.I E,~I M, I ~ 27021 58,335,000 M.l.a 1 M.l.a 2 2710t 67,038,000 M.l.b 1 M.l.b 2 55971 60,195,000 M.2 IRAsCONI FDIC Cart No~ 45[ N/AJ M.3 Rank One, NA Legal T~tls of Sank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number- 03618 Schedule RC-R--Regulatory Capital oo,,.. ^~.o..,. i. T.o....d. RCF[~ sir I M,~ I Thou Tier t capital :~!;~,~;~,~;~,r.?:~; ~', 1. Total equity capital (fi'om Schedule RC, item 28) 32101 17,~370,060 2. LESS: Ne/Unrealized gains (losses) on available-for-sale securities (1) A'~T~f~;~,~!~ ;;~*?,~' (if a gain, report as a positive value; if a loss, report as a negative value) _~ 8434 157,000 3. LESS: Net unrealized loss on available-for-sale EQUITY securities (1) (report loss as a positive value) ___[ A2211 0 FREC 031 RC-21 4. LESS: Accumulated net gains (losses) on cash flow hedges (1) (if a gain, report as a positive value; if a loss, report as a negative value) 5. LESS; Nonquali~ng perpetual preferred stock 6. Qualifying minodty interests in consolidated subsidiedes 7. LESS: Disallowed goodwill and other disallowed intangible assets 8. Subtotal (sum of items 1 and 6, less items 2, 3, 4, 5, and 7) 9.a. LESS: Disallowed servicing assets and purchased credit card relationships b. LESS: Disallowed deferred tax assets 10. Other additions to (deductions from) Tier I capital 11. Tier 1 capital (suro of items 8 and 10, less items 9.a and 9.b} 4336 (210,000) 8588 0 essa 118,000 ssso 910,000 C227 16,571,006 B5911 0 5610 0 B592 .... 0 8274 16,57t,000 ~.b 10 Tier 2 Capital I redeemable preferred stock 5308 4,079,000 tock includible in Tier 2 capital 8593 0 sss includible in Tier 2 capital 3310 2,130,000 '-sale equity securities includible in Tier 2 capital _ 2221 2,000 B594 0, rough 16) i 53~1 6,211,000 fitam 11 or17) 8275 6,211,000 12. Qualifying subordinated debt al 12 13. Cumulative perpetual preferred 13 14. Allowance for loan and lease losses inc 14 15. Unrealized gains on avaiiable-for-ssle e( 15 16. Other Tier 2 capital components 16 17. T~er 2 capital (sum of items 12 thro[ 17 18. Allowable Tier 2 capital (less 18 19. Tier 3 capital allocated for market risk 20, LESS: Deductions for total risk-based capital 21. Total risk-based capital (sum of items 11, 18, and 19, less item 20) 1395 0121 8596 020 3792 22,782,000 Total assets for leverage ratio 22. Average total assets (fi'om Schedule RC-K, itero 9) . 3366 218,604,00022 23. LESS: Disallowed goodwill and other disallowed intangible assets (from item 7 above) B590 910,0002723 24. LESS: Disallowed servicing assets and pumhased credit card relationships (from item 9.a above) asa~ 024 25. LESS: Disallowed deferred tax assets (fi*om item 9.b above) 156101 025 26. LESS: Other deductions from assets for leverage capital purposes 185961 026 27. Average total assets for leverage capital purposes (item 22 less items 23 through 26) I tA224217,694,000 Adjustments for financial subsidiaries 28,a Adjustment to Tier I capital reported in item 11 b. Adjustment to total risk-based capital reported in item 21 29. Adjustment to risk-weighted assets reported in item 62 30. Adjustment to average total assets reported in item 27 c228 028.a e503 0128,b aso4 0 [29 a5o5 030 Capital Ratios (Column B is to be completed by all banks. Column A is to be completed by banks with financial subsidiaries) 31. Tier I leverage ratio (2) 32. Tier 1 risk-based capital ratio (3) 33. Total risk-based capital ratio (4) ~.. (Column A) ~ (Column B) Pements~e 11114~1 Pemcenta~e N/A 7.61% 31 N/A 9.99% 32 NIA 13.74% 33 (1) Report amount included in Schedule RC, item 26.b, "Accumulated other comprehensive income," (2} The ratio for column B is itero 11 divided by item 27. The ratio for caluron A is item 11 minus item 28.a divided by (item 27 minus item 30). (3) The ratio for column B is item 11 divided by item 62. The ratio for column A is item 11 minus item 28.a divided by (item 62 minus item 29). (4) *me ratio for column B is item 21 divided by item 62. The raUo for cciumn A is itero 21 minus item 28.b divided by (item 62 minus item 29). 0 .N ., B;'nk (~ne, NA FFIEC 031 RC-28 Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number. 03618 Schedule RC-T--Fiduciary and Related Services Items 12 through 23 and Memorandum item 4 will not be made available to the public on an individual institution basis. 1. Does the bank have fiduciary powem? (If"NO", do not complete Schedule RC-T.) 2. Does the bank exerdse the fiduciary powers it has been granted? 3. Do~s the institution have any fiduciary or related activity (in the ~orm of assets or accounts)? (if "NO," do not complete the rest of Schedule RC-T.) If the answer to item 3 is '~ES", complete the applicable items of Schedule RC-T, as follows: A34 YES RCFI~ YES / NO I A3481 YES ] 2 IRCF7E1 YES I NO I B86 YES 3 Institutions with total fiduciary assets (item 9, sum of columns A and B) greater than $250 million (as of the preceding December 31) or with gross fiduciary and related seP/ices income greater than 10% of r~venue (net interest income plus noninterest income) for the preceeding calendar year must complete: · items 4 through 19.a quarterly, · Items 20 through 23 annually with the December report, and · Memorandum items 1 through 4 annually with the December report. Institutions with total fiduciary assets (item 9, sum of columns A and B) greater than $100 million but less than or equal to $250 million (as of the preceding December 31) that do not meet the fiduciary income test for quarterly reporting must complete: · Items 4 through 23 annually with the December report, and · Memorandum items 1 through 4 annually with the December report. Institutions with total fiduciary assets (item 9, sum of columns A and B) of $100 million or less (as of the preceding December 31) that do not meet the fiduciary income test for quarterly reporting must complete: · Items 4 threugh 11 annualiywith the December report, and · Memorandum items 1 through 3 annually with the December report. (Column A) (Column B) (Column C) (Colurnn O) Managed Non-Managed Number of Number of Assets Assets Managed Non-Managed Accounts Accounts Dollar Amounts in Thousands T~I I Bil I Mil { Thou Tdl I Bil I Mil I Thou ~r~?~,.!~?=~ ~~, FIDUCtARYAND RELATED ASSETS RCFD B888 RCFD B869 RCFD 8870 RCFO B871 4. Personal trust and agency accounts 5,725,000 365,000 6,545 244 5. Retirement related trust and agency accounts: RCFD as72 RCFD B873 · RCFO es74 RCFD S878 a. Employee benefit-defined cont~bution _ 443,000 62,000 169 143 RCFD B876 RCFD B877 RCFD 8878 RCFO B879 b. Employee benefit-defined benefit 365,000 704,000 74 62 RCFD 6880 RCFD Be81 RCFD B882 RCFD 8883 c. Other retirement accounts 337,000 156,000 315 83 RCFD B884 RCFD B885 RCFD C001 RCFD C002 6. Corporate trust and agency accounts 0 0 0 0 7. Inventment management agency accounts 3,200,000 1,569 8, Other fiduciary accounts 1,637,000 538,000 2,016 291 5.b Bank One, NA FFIEC (~1 Legal Title of Bank RC-29 Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number- 03618 Schedule RC-T--Continued (Column A) (Column E (Column D) Managed Number of Assets Dollar Amounts in Thousands FIDUCIARY AND RELATED ASSETS--Continued 9. Total i~duciary accounts (sum of items 4 through 8) 10. Custody and safekeeping 11. Fiduciary accounts held in foreign ofices (included in items 9 and 10) RCFD 5895 RCFD B89S RCFD 8899 RCFN 8901 RCFN B903 Dollar Amounts in Thousands 11 FIDUCt/~RY AND RELAX, cD SERVICES INCOME 12. Personal trust and agency accounts 40,000 12 13. Retirement related Lust and agency accounts: a. Employee benefit---defined santributlon 1,000 13.a b. Employee bsoefit--deflned benefit 1,000 13.b c. Other rstirement accounts 2,000 13.c 14. Corporate Lust and egency accounts t,000 14 15. Investment management agency accounts 15,000 15 16. other fiduciary accounts 1,000 16 17. Custody and safekeeping accounts 4,000 17 18. Other 6duciary and related services income 0 18 19. Total gross fiduciary and related services income (sum of items 12 through 18) (must equal Scheduta RI, item 5.a) 65,000 19 a. Fiduciary and related services income-foreign offices (included in item 19)__[ s9121 0 .,'~,,:.,v-~,-'~A~ 19.a 20. Less: Expenses [ C058 21. Less: Net [ossas from fiduciary and related services t A48S 22. Plus: Intracompany income ~edits for fiduciary and related services B911 23. Net fiduciary and related services income A491 Memoranda Dollar Amounts in Thousands 1. Managed assets held in personal trust and agency accounts: a. Non interest-bearing deposits b. Interest-bearing deposits c. U.S, Treasury and U.S. Govemment agency obiigaflona d. State, county and municipal obligations. e. Money manet mutual funds f. Other short-term obligations g. Other notes and bonds h. Common and prefened stocks i. Real estate mortgages J. Real estate N/A 21 N/A 22 23 Managed Assets M.l.d M.1 .i k. Miscellaneous assets I. Total assets of managed personal trust and agency accounts (sum of Memorandum items l.a through l.k) (must equal Schedule RC-T, item 4, column A) M.I.I , Bank One, NA FFIEC 031 RC.-30 Legal Title oi' Bank TransmiUed to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC CerlJflca{e Number-03618 Schedule RC-T--Continued Memoranda--Continued ~ Number of I PdndpaiAmount L Issues Do~larAmountsinThousandslRcFrt~: ";,;,."~ ,IRCFrl B "M 'Thou I 2. Corporate trust and agency accounts: a. Corporate and municipal trusteeships I ss=,l N/AI es281 N/AIM.2.a b Transfer agent reg strar paying agent and o her corporate agency _.~ B9291 N/A I ! ~; ~':;~'~'~4~';~[~1M.2.b 3. Collective investment funds and common trust funds: a. Domestic equity b. IntemationaFGIobal equity c. StockJBond blend d. Taxable bond e. Municipal bond Dollar Amounts in Thousands (Column A) (Column B) Number of Market Value of Funds Fund Assets f, Short term investments/Money market g. Specialty/Other h. Total collective investment funds (sum of Memorandum items 3.a through 3.g M.3.b M.3.d M.3.e M.3.f M.3.g M.3.h Dollar Amounts in Thousands 4. Fiduciary settlements, surcharges and other losses: a. Personal trust and agency accounts b. Retirement related trust and agent3 c. Investment management agency accounts d. Other fiduciary accounts and related services e. Total fiduciary settlements, surcharges, and other losses (sum of Memorandum items 4.a through 4.d) (sum of columns A and B minus column C must equal Schedule RC-T, item 21) (Column A) I (Column B) (Column C) Gross Lossesl Recoveries Managed Accounts M.4.b M.4.c M.4.d Person to whom questions about Schedule RC-T--Fiduciary and Related Services should be directed: John Dible, Accountant Name and Tlae (TEXT B962) iohn dible~[~bankone.com E-mail Address (TEXT B926) 614-2484772 614-244-2213 Telephone: Area cede/phone number/extension (TEXT B963) FAX: Area code/phone number (TEXT B964) Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income at close of business on September 30, 2003 Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST Bank One, NA Chicaoo iL Legal Title of Bank City State FFIEC 031 RC-31 The management of the reporting bank may, if it wishes, submit a brief narrative statement on the amounts reported in the Reports of Condition and Income. This optional statement will be made available to the public, along with the publicly available data in Ihe Reports of Condition and Income, in response to any request for individual bank report data. However, the information reported in Schedule RC-T, items 12 through 23 and Memorandum item 4, is regarded as confidential and will not be released to the public. BANKS CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE 'tHAT THE STATEMENT DOES NOT CONTAIN THE NAMES OR OTHER [~FiCA~ONS OF INDMDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS REPC~I~JJ IN THE CONFIDENTIN. ITEMS IN SCHEDULE RC-T, OR ANY OTHER INFORMA'~ON 'r~--IAT THEY ARE NOT W~LUNG TO HAVE MADE PUBEC OR THAT WOULD CCMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a statement may check the "No comment' box below and should make no entries of any kind in the space provided for the narrative statement; I.e., DO NOT enter in this space such phrases as "No statement," "Not applicable," "N/A," "No comment," and "None." The optional statement must be entered on this sheet. The state- ment should not exceed 100 words. Further, regardless of the number of words, the statement must not exceed 750 characters, including punctuation, indentation, and standard spacing between words and sentences. If any submission should exceed 750 char- actere, 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 computadzed records and in computer-file releases to the public. All information furnished by the bank in the narrative statement must be accurate and not misleading. Apprepdata efforts shall be taken by the submitting bank to ensure the statement's accuracy. The statement must be signed, in the space provided below, by a senior officer of the bank who thereby attests to its acuracy. If, subsequent to the odginal submission, matedal changes are submitted for the data reported in the Reports of Condition and Income, the existing namative statement will be deleted from the tiles, and from disclosure; the bank, at its option, may replace it with a statement, under signature, appropriate to the amended data. The optional narrative statement will appear in agency records and in release to the public exactly as submitted (or amended as described in the preceding paragraph) by the management of the bank (except for the trucnation of the statements exceeding the 750-character limit desc~bed above.) THE STATEMENT WILL NOT BE EDr~F_D OR Sc_,P, EENED IN ANY WAY BY THE SUPERVI- SORY AGENCIES FOR ACCURACY OR RELEVANCE DISCLO- SURE OF THE STA'I~M E~'~r' SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CON- FIRMED THE ACCURACY OF THE INFORMA33ON CONTAINED THE~,EiN. A STATEE~-r-NT TO THIS EFFECT WILL AI:~:~cAR ON ANY PUBUC RELEASE OF THE OFq3ONAL STATEMENT SUB- MIT'I'ED BYTHE MANAGEMENT OF THE REPOR~NG B~NK. X = NO COMMENT Y = COMMENT. BANK MANAGEMENT STATEMENT (please type or pdnt deedy): TEXT ( 70 characters par line } ~State of Michicjan Deposits - $442 million Signature of Executive Officer of Bank Date of Signature THIS PAGE IS TO BE COMP[J= I t:O BY ALL BANKS Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST NAME AND ADDRESS OF BANK Bank One, NA I Bank One Plaza, Ste IL1-0309 Chicago, IL 60670 OMB No. For OCC: 1557-0081 OMB No. For FDIC: 3064-0052 OMB No. For Federal Reserve: 7100-0036 Expiration Date: 4/30/2006 SPECIAL RE~ORT (Dollar Amounts in Thousands) CLOSE OF 0USINESS DATE FDIC Cer~ficate Number 9~30~2003 I 3618 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 excutive officers made since the date of the previous Report of Condition. Data regarding individual loans or other extensions of credit are not required. If no such loans or other extensions of credit were made dudng the period, insert "none" against subitem (a). (Excluded the first $15,000 of indebtedness of each executive officer under bank credit card plan.) See Sections 215.2 and 215.3 of Title 12 of the Code of Federal Regulations (Federal Reserve Board Regulation O) for the definitions of "executive officer" and "extension of credit," respectively. Exclude loans and other extensions of credit to directors and principal shareholders who are not executive officers. a. Number of loans made to executive officers since the previous Call Report date_._. b. Total dotiar amount of above loans (in thousands of dollars) c. Range of interest charged on above loans (example: 9-3/4% = 9.75) SIGNATURE AND TITLE OF OFFICER Al_r'rl-IO~7~3 TO SIGN REPORT  1 a From To 920 b 5.38% I '/7o21 5.38%1c DATE (Month, Day, Year) 0 Z z z 0[3 z Z 7.', N BANK ONE, NA RATIOS AS OF SEPTEMBER 30, 2003 Ratio Cash + Due From Banks + Investment Securities + Fed Funds Sold Deposits Shareholder's Equity + Long Term Debt Loan Loss Reserve Deposits Shareholder's Equity + Long Term Debt Loan Loss Reserve Loans Primary Capital (Tier 1) Total Adjusted Average Assets Loans Deposits Nonperforming Loans Deposits Net Income (Annualized) Assets Net Income (Annualized) Stockholder's Equity 000's % Measures $75,049,000 147,601,000 20,582,000 147,601,000 20,582,000 102,192,000 16,571,000 2 l 8,604,000 102,192,000 147,601,000 1,146,000 147,601,000 3,106,000 216,452,000 3,106,000 17,310,000 50.85% 13.94% 20.14% 7.58% 69.24% 0.78% 1.43% 17.94% Liquidity Financial Strength Financial Strength Leverage Liquidity Management of Loans Management Skills Management Skills BANK ONE, NA " AS OF SEPTEMBER 30, 2003 COMMON STOCK SURPLUS UNiDIVlDED PROFITS AND CAPITAL RESERVES NET UNREALIZED HOLDING GAINS (LOSSES ON AVAILABLE FOR SALE SECURITIES TOTAL EQUITY CAPITAL CRA RATING Current Bank Credit Rating By: Moody's Long Term / Short Term Standard & Poors Long Term / Short Term $201,000,000 $9,164,000,000 $7,994,000,000 ($49,000,000) $17,310,000,000 HIGH SATISFACTORY Aa2/P1 A+/A1 B BANK~ONE, DEAR FELLOW SHAREHOLDER Bank One made very good progress in 2002. We earned $3.3 billion - or approximately 15% return on equity (ROE) -versus $2.6 billion in 2001. In many ways 2002 ended the "lbo-it" chapter for Bank One. I can now say that we are appropriately and responsibly investing in all parts of our busi- ness. This clearly wasn't true in the past. In 2003 we will continue to make substantial investments in all areas, including people, technology, marketing, products, branches, and branding. Today Bank One is positioned to grow properly and profitably. Our discipline and investments will drive revenue growth. Efficiency will gradually improve operating margins and pay for our investments. Credit will improve due to our pruning and better management of exposures and the eventual eco- nomic recovery. In this letter I will review our accomplishments of 2002 and share how we will build on this progress in 2003 and beyond. I will also discuss some critical subjects in the news. This year I've asked the heads of our four main lines of busi- ness, as well as our Chief Information Officer and our Chief Risk Management Officer, to add to this letter with their own shareholder letters. Each area is facing specific business oppor- tunities and challenges, and each leader does an outstanding job of assessing and addressing them. You will note some consistent themes across our lines of business. First, we are not in any business where we can't effec- tively compete. Second, each of our businesses is beginning to perform and demonstrate signs of growth. Third, each is real- izing its competitive advantages and becoming an efficient, best-in-class provider. As you read our letters, I hope you feel - as I do every day - the growing energy and com- petitive spirit at Bank One. I. THE IMPORTANCE OF 2002 ACCOMPLISHMENTS By the end of 2002 we had significantly cut expenses, run off large, unprofitable, and risky books of business, consolidated and upgraded massively complex systems and operations, strengthened our management teams, and Tier 1 Capital 9.5 9.0 8.5 8.0 7,5 7.0 6.5 6.0 2000 2001 2002 implemented highly structured risk controls. I am extremely pleased that during a time of dramatic change we were also able to show growth. Building our fortress balance sheet. We ended the year with Tier 1 capital of 9.9% and a loan-loss reserve ratio of 3.2% - both among the highest of all major banks. Even if new accounting rules require us to move certain off-balance-sheet exposures, such as asset-backed conduits, onto our balance sheet, our capital ratios will continue to be among the strongest in the industry. Our pension obligations are fully funded. This year we expanded our authorized share buyback program from $500 million to $2 billion and to date have purchased more than $600 million of stock. In the event of continued economic weakness, we are extremely well capitalized and well reserved. We are also well protected against rising interest rates, which I will talk about later in this letter. Building a foundation for growth while sustaining sivong and expanding margins. In 2003 expenses will increase approxi- mately $300 million, to $9.9 billion. A large portion of this increase is related to the expens- ing of options and higher medical, pension, and insurance costs. Your company is also dra- matically increasing investments in key areas such as new products, marketing, systems, and branch upgrades. This spending is what I would call good spending. While these invest- ments increase expenses in the short run, they fortify and drive growth in the long run. BANK ONE 2002 ANNUAL REPORT I C BANK _ONE. Bank One Wire Transfer Service Terms Dated as of Dated as of ("Customer") 1. .qerviaeg. The following provisions apply to the Services for funds transfers that Bank One may provide in connection with any account maintained by the Customer with Bank One. The provisions of Bank One's Commercial Account Agreement or other applicable agreement for account and Treasury Management services ("Service Agreemenf') are incorporated into these Service Terms by this reference. Capitalized terms used herein and not otherwise defined shall have the same meaning specified in the Service Agreement. 2. Payment Orrlerg Bank One will execute each payment order issued in the name of the Customer which: (a) is received by Bank One in a manner described in these Service Terms; (b) specifies the Customer's account with Bank One or the account with another bank from which it is to be paid; (c) is verified as the authentic payment order of the Customer using one of the Security Procedures defined in paragraph 10 and 11; and (d) is accepted by Bank One ("Payment Order"). 3. C'ant'~llatinnn A Payment Order may be cancelled by the Customer if the cancellation is received: (a) by Bank One from a person Bank One reasonably believes is authorized to cancel the Payment Order for the Customer before the related Payment Order is accepted by Bank One; (b) in the case of any foreign exchange Payment Order, prior to the value date of the Payment Order; provided however, the cancellation will only be effective if it is honored by the beneficiary's bank; or (c) in the case of a Payment Order sent elech'onically where the Service allows, by a Bank One computer and is verified as the authentic request of the Customer using the applicable Security Procedure defined in paragraph 10 or 11 ("Cancellation"). Bank One has no obligation to adjust, reverse or stop payment or posting of a Payment Order or Cancellation (each a "Transfer" and cnileetively, "Transfers"), except to the extent, if any, permitted by the applicable funds transfer system rules. A Payment Order other than an electronic foreign exchange Payment Order may not be amended or modified. An electronic foreign exchange Payment Order may be cancelled or closed-out in whole or in part, in which case, Bank One shall offset the amount of foreign currency closed-out or cancelled by the Customer at the prevailing market rate and the Customer will hold Bank One harmless from any loss suffered as a result of such offset necessitated by the Customer's close-out or cancellation. If an electronic foreign exchange Payment Order that has been cancelled for any reason is re-initiated by the Customer, a new foreign exchange ra~' (prevailing as of the time of re-initiation) will be assigned. 4. gex~eipr c~f Trangfern. Transfers must be received by Bank One on a business day no later than the time specified by Bank One. Certain Transfers received after the specified time may be processed on the next funds transfer business day. 5. ldenti~ing lq'Hmh~rl The Customer acknowledges that: (a) ifa Transfer identifies its beneficiary or specifies the owner of the account to be debited, as applicable, by both a name and an identifying or bank account number and the name and number identify different persons, execution of the Transfer and payment to the beneficiary may be made solely on the basis of the number; and (b) if a Transfer identifies any bank both by a name and an identifying number and the number identifies a person other than the bank identified by name, any bank may rely solely on the identifying number. 6. Rxe~ntinn and Trangmigginn c~f Payment tDrd~rg. If the accounts to be debited and credited by a Payment Order both are maintained with Bank One, the Tmasfer may be made by a book transfer and not through a funds transfer system. 7. Nnti,~ nf g~eatinn, Bank One promptly upon becoming aware will notify the Customer if a Payment Order is rejected and promptly will advise the Customer as to the reason after Bank One receives notice of the reason. The notice or advice shall be deemed commercially reasonable if made available through the Service or given electronically, orally, by telephone, facsimile transmission, first class mail or private delivery service. 8. Nc®ir~ of F. xe~mion Bank One will notify the Customer of the execution of a Payment Order. The notice shall be deemed commercially reasonable if made available through the Service or in a periodic account statement or given electronically, orally, by telephone, facsimile transmission, first class mail or private delivery service. Unless within three (3) business days after receipt of notification of the execution of a Transfer, Customer notifies Bank One in writing that any Transfer was unauthorized, altered, erroneous or otherwise unenforceable against the Customer, Bank One shall not be liable for interest on any such Transfer which otherwise may be refundable to the Customer under applicable law. Bank One Wire Transfer Service Terms (08-03) Cash Manager® CashNet® FirstCash® The One Connection® The One Net~ One Net® and FirstWindow® are registered marks of BANK ONE CORPORATION. 1 of 4 BANK ONE. 9. gnnd~ Tmnefer $1?tem R e~;. Terms used in these Service Terms that are defined in the relevant funds transfer system roles, but not in these Service Terms, have the meanings given those terms in the relevant funds transfer system roles. The Customer represents and warrants to Bank One that each Transfer initiated by the Customer is in compliance with the laws of the United States of America, including, without limitation, economic sanctions administered by the United States Treasury Department's Office of Foreign Asset Control ("OFAC") and any other applicable laws. 10. Flank (1ne .qee,rity Prnt'e.d re~. The Customer agrees that the authenticity of a Transfer will be verified as being that of the Customer using one of the following applicable security procedures (each a "Bank One Security Procedure"): (a) F.l~etrnnic Transfer Reeurity pincer,re: For any Transfer initiated by the Customer by the use of a personal computer, terminal or a touch-tone telephone in connection with Services including but not limited to Cash Manager®, CashNet®, DirectWireTM, FirstCash®, FirstWindow®, The One Connection®, Cash Connector, NBDNet, The One Net®, and One Net® (each an "Electronic Transfer"), a Bank One computer must receive one or more codes, passwords, certificates or security keys related to algorithms assigned to the Customer by Bank One which permits access to the applicable Service. In some cases, a Bank One computer may place a telephone call back to the Customer's computer or terminal to retrieve one or more Electronic Transfers. The Customer acknowledges that prior to sending any Electronic Transfer using any such Service, the Customer may be required to complete and deliver to Bank One funds transfer setup forms and that only Electronic Transfers described in repetitive funds transfer setup forms executed and delivered by the Customer to Bank One can be issued or transmitted using a touch-tone telephone. (b) Telephonic .qwnrlty pmo~lqre. (i) Authorization. The Customer may authorize persons ("Initiators") to send Payment Orders to Bank One. The Customer may also authorize persons ("Confirmors") to confirm Payment Orders. Each Initiator and Confirmor may be assigned a personal identification code or number for the purpose of caller identification. A person designated as an Initiator and a Confirmor cannot initiate and confirm the same Payment Order. Changes to the designation of Initiators and Confinnors may be made in writing by completing a Telephonic Funds Transfer Authorization Form or other authorization in form and substance satisfactory to Bank One. (ii) Nnn-Rep~titiv~ Payment Order ,qlo~'.Hty Prnct~d~..,,. Each Payment Order that is not subject to a repetitive funds transfer setup form ( Non-Repetmve Payment Order ) wall be verified using the following security procedure. Bank One will obtain from the person pul~orting to be an Initiator: the amount of the Payment Order and certain other information regarding the Payment order; and, if applicable, the Initiator's personal identification code or number; and pursuant to Bank One's usual and customary procedures, Bank One may place a telephone call to a Confirmor to confirm the issuance of such Non- Repetitive Payment order. (iii) Repe. titive Payment Ortl~r ~qemnqty Prt~eott irg. The Customer may complete a repetitive funds transfer setup form providing that payments may be made from a designated Bank One account to another designated account ("Repetitive Payment Order"). Bank One will verify each Repetitive Payment Order by obtaining from the person purporting to be an Initiator the amount of the Repetitive Payment Order, the transaction I.D. set forth in the funds transfer setup form or otherwise assigned relating to the Repetitive Payment Order and, if applicable, the Initiator's personal identification code or number. Bank One is not required to take any other action to verify the Repetitive Payment Order. (c) Driller l.imits. The Customer and Bank One, upon mutual agreement, may establish per transaction U.S. Dollar limits for Initiators, Confirmors and Repetitive Payment Orders. 11. (d) ]tin, tlng Nature nf Transfer. The Customer agrees that it is bound by any Transfer. the authenticity of which is verified as being that of the Customer by Bank One using the applicable Bank One Security Procedure set forth herein. (a) Cnatomor .qex~,,ri~ proae~l,,m In the event the Customer rejects the Bank One Security Procedures and chooses to initiate Payment Orders by telephonically contacting a banking division, the following security procedure will apply (the "Customer Security Procedure" and together with each Bank One Security Procedure, the "Security Procedures"): Bank One will obtain from a person Bank One believes to be authorized by the Customer (i) the Customer's name, (ii) the amount to be paid pursuant to such Payment Order, (iii) the Customer's account with Bank One from which the Payment Order is to be paid, (iv) the name of the beneficiary of such Payment Order, (v) the name of the beneficiary's bank and city and state, and (vi) the beneficiary bank account which is to be credited pursuant to the Payment Order (collectively "Payment Order Data"). In the Bank One Wire Transfer Service Terms (08-03) Cash Manager® CashNet® FirstCash ® The One Connection ® The One Net~ One Net® and FirstWindow ® are registered marks of BANK ONE CORPORATION. 2 of 4 event thc Payment O~ Payment Order ~. der exceeds a 1: ' Such "~r oy calling the. · ,nut set by Cb) . . constitute~ The to ven~ ~e Pam~.,l~n°t r~uest a rs c~stome[ r~iti Pr°C~Ures. Th ~Y procedure scl,2, ~ Customer a-~ ~ · ' -'-", ~rde[ ~ Onal the Cust--- ,ny ~Ustomer a~ --~eu by the Cu~ -~ oang One a~ ~mer using the Cuo,~tees to be bouna [~,~mer and refusal ~ ~ mat the use of th- ~ 12. °'umer Sec~itv Pr ~ oy any Payment ~ - oy me Customer · "~ ~UStomer Sec.- ' au~o~ze~ - One Secm ~, ~SSued m the name p~sword~e C~tOmer. The ~st°merau~odtyof~Pr°cmUmSdescHh.~ [ ~r s~ e ~tOmer wil ony Pe~on -~ heroin . COmputer ~ ~ _ ~ Y mlat~ to al~ ' ~ I eS~blish ~ . (whether by c-.. ~e m additi~ · ~" ~e Info--o,: ~i°~er. Ba~v ~ ~n~ol OVer any r ~ ., ~Oue, nmb~' ~onaole s~,,~,.. -~- an I.D. Ba~ On~ ~ ~ ~.uon con~in~ ~.'~ ~ne ~s not res~- ~:~ ~'~" COde, nu~ ~" passwo~ or s~.,.~''y and COnSol o~e, n~ber, a 8~ ~ ~Cept ~ set fo.~ · ~' cm, No a~ ]~uStme for ~e d.,~'°er' password o~ ~ -~ key relat.a, *mc~ Customer,.~ ~ans~u~ bv n~ }','_anner affordin~ n~',~'ce Te~ or in ~ 2~'?n °f~e C~to~f'~m ~°n~m~ in a~[~e'at~ to a/godwill'~' ya~ ~ ~ One. * ~ One a ~s-~ ~, ~"hng si~ b.. ~-~r res~chng aec-~. ' '~ ~ ransfer and is ~'~ 13. ~, ~,mmty ~ act ~- -"~ oa~ One a-~ · J ~ ramfer is bi-~. ~mre any aff~,~ .u ts r~eiv~ ~. ~ ,,umg on ~,m Transfer is --- ~ ~ One at "~ut~, made or ( ?RUS Li~'.. At ? discretion, B se~emen/of on- ~?mab/e to &e C-.*~ a~ One, ~om ~m. - . &e PaYment ~ ur mOre forei.n e~2~mer' In ~e even --~ to time, ma , i~ ac~-, y~ der to B~ ~ ~ ~u~ge Tr~qf~ t ~e CUStom~ ~ y m~bhsh a limit ~ ~ ~Unt w~ Ba~~ ~ne or B~ o- --'erS ~aY ~ r~. '7' "~ no PRUs r : sU~icient ~ .~ une; Pmvi~ , _ ue may hol~ .~ ~ ~u~ to ~ ~ - ~t or h~o ~ ~- ~u~ge a [~mve ~e PRuS r, ,,yt aVmlable, B~ ~-' --oy ~e end o~ '[' ura~ ~1 ~e ~. --- ~ame business ~_ -'~ r~US Li~t ~.m or &e Pa~e-* ~ '~ sole Sscmfio~ ~m~ exch~e ~ ~- me Tr~sfer wa~ ~" avmlable Ends . ,,,mr~a~ .. ~nemllv ;e.[~ ~r~f~. Ba.v~ ~rel~toB..~. , rands ~ll n~g r;;r;:r L~: apPlicable c~ncy is ~Y fOrei~ eXOange ~ (3) busine~ ~ ~mue da~ will ~ ~,gn exchange ~.j~ ~nu, ~e Tra ~m~8on · dmlin~ ~ .F-~a aays a~er ~h. ~ ~ a ~ay mn~.~ ~ -,m ~et or such ~,~ ~fer Will ~ ~s;~ ~e~v~ on ~e nu~ss~bility ana .'~'~ exchange i~a. ~cn ~e Transfer ;~ - ~}~e day ~ ~e ~J u~m sp~fi~ by n~,~am m ~COrdane~ obliga~on ~ ~ mCOnvenibiu,. ,,~, includ;~ .o mtms~ to ~- - ~"~ve ~ ~ .~ ~ ~ One ~ ,: ~. ~ -.. na~ On~ ~ '"J, which e,,* - '"g. Wi~our ~. . ou~ One ~,. ~ me Tra~f~ , '- ume ~.:,,c,, may include a~ may delay ~e ~e2~n~ may ~ult in ;f/~t, on, ~ o~j',ve~ ,s subj~t to'~:~ ~ a ~te up to situa~o. : ~77n °efi~Oons ;_ "C°nst~ms ,~ 2~'~'' eXChange ~_ }~"mnat~on o~ *~ '"~g to fOrce - ,-- o. oa~ One diw-- ' '~ ~mpossible to ~. ~yoa, E~A a.a .~ °~Smption,, o- '~[~" me oCc~eno~ j-.~,,~e ota deli,.~-- exchange u . ~,ges matedall,, ~_ ~ ~°~n a price .... 7~'~ me Foreign e 7 rnce Ma~al;,..,,-~ O.a Dismp~o. ~ rnce So~ h, u~ con~ls o .... v,,~c quot~ to ,[ _ -~Uon m whi.~ ,[~ ~u~t~ {.,,~ u,e 1~98 ~ . forei~ - ~ otSmption,, .~ ,~ ~mer facto~ . me UUStom~ ~ ~- me m~ke* - , .~,~n~ which ;-~ .' ~ ~nu · " eXChange indus... ~"~ race Mam.~;2~; ~ m~ in E.~'o uu~ m eXmordi~o ' ~nce of ~e C~e~ ,-rot. ye (0 a ~2 ~e~. ~.ay sh~l have ~ ~ oervice Te~s ,,;"~ prevailing in~ y avmlable to (d) x~v ~ meanings ~si~'. 'ncOnvenibili~,,, ,~ rat~, forei~ foreign e *',~ to ~em, ~om ,: o~Smp~°n Event,, ume to time, by relev '~t Bank One Cmh M~ger C~ · . BANK---=ONE. On-site Drafts. For drafts printed at Customer's office, a Bank One computer must receive notice of the issuance of the draft through FirstCash® or l~irstWindow®, using the applicable Security Procedure, before the draft is presented for payment at the relevant Bank One correspondent bank. If Bank One does not receive such notice, the draft may not be honored upon presentment to Bank One or its correspondent. The Customer acknowledges that neither Bank One nor correspondent bank will maintain signature cards for the Customer and neither is obligated to inspect any draft for the presence of or authenticity of any signature of any person or whether the signature is authorized. The Customer shall keep stock of unissued drafts in safe custody in the same manner as it would keep cash, currency, unissued cushier(s) or traveler(s) checks or similar money instruments until issued. The Customer shall be liable for any loss, theft or mysterious disappearance of any drafts and will unconditionally pay on demand the face amount of any such drafts which have been presented to and paid by Bank One without regard to whether Customer is legally obligated to make such payment or whether Customer notifies Bank One of any such loss, theft or mysterious disappearance. Bank One will use reasonable and customary efforts to notify its correspondents of a stop payment request with respect to a draft; provided, however, regardless of any notice, written or otherwise, Customer will hold Bank One harmless and indemnify Bank One against any loss in the event a draft is paid over any stop payment request. Remote Drafts. For drafts printed at Bank One's offices, Bank One must receive a Payment Order through FirstCash® or the FirstWindow® Electronic Funds Transfer or Cross-Border Payments applications or over the telephone, using the applicable Security Procedure, specifying that Bank One execute the Payment Order by issuing a draft. Bank One will cause the draft to be printed and completed and will mail the draft to Customer or the applicable beneficiary as instructed by the Customer in the Payment Order (the "Mail to Address") or on the applicable signature card. Bank One will use reasonable and customary efforts to notify its correspondents of a stop payment request with respect to a draft; provided, however, regardless of any notice, written or otherwise, Customer will hold Bank One harmless and indemnify Bank One against any loss in the event a draft is paid over any stop payment request. Remote drafts may not be available for some currencies even though such currencies may appear on FirstCash® or FirstWindow®. (e) C. nrreney lnd~mni~ If any foreign exchange Transfer is cancelled for any reason, the Customer shall indemnify Bank One and hold Bank One hanuless from and against any loss incurred by Bank One arising from any change in the value of the applicable currency in relation to U.S. Dollars between the time Bank One purchases such currency to cover such Transfer and the time Bank One is able to convert such currency into fi'eely transferable IJ.S. Dollars. The Customer agrees to pay any such amount on demand. 14. Can.:met Trnn~m-ti0n~' If a Payment Order or related Cancellation is a portion of a funds transfer in winch other portions are subject to the Electronic Fund Transfer Act of 1978 (as in effect from time to time), aH actions and disputes between the Customer and Bank One concerning the Payment Order or Cancellation shall be determined pursuant to Article 4A of the Uniform Commercial Code in effect in the state where the relevant account is maintained as varied by these Service Terms. 15. Third Party..qervir~ Provid~rg. In the event the Customer chooses to use a third party service provider ("Provider"), the Customer is responsible for all costs and expenses of its Provider, including, without limitation, all costs and expenses relating to all communications between its Provider and Bank One and all communications between Bank One and the Provider. The Customer shall require each of its Providers to agree to be bound by the confidentiality provisions of the Service Agreement. The Customer is liable for all actions taken or not taken by its Provider in regard to these Service Terms. If each of the Customer and Bank One is a contracting party with the same Provider under separate contracts, the party that originated the instructions, including, without limitation, any Transfer, to the Provider is liable for the resulting action or non-action, subject to the provisions of these Service Terms, and for all resulting costs and expenses. Bank One Wire Transfer Service Terms (08-03) Cash Manager® CashNet® FirstCash ® The One Connection® The One Net® One Net~ and FirstWindow® are registered marks of BANK ONE CORPORATION. 4 of 4 CONTINUING DEPOSIT SECURITY AGREEMENT THIS AGREEMENT is entered into as of this day of ,200 __, by and between the . CCustomer"), and Bank One, NA~ main office Chicago, Illinois ("the Bank'). RECITALS A. From time to time Customer, for investment and business purposes, makes deposits of money with the Bank; and B. Although such deposits are generally eligible for FDIC insurance coverage, such coverage is limited for the funds of each public unit, as that term is defined by appl icable law. C. In consideration of the deposits made by Customer with the Bank, Customer and the Bank desire to enter this Agreement granting Customer a security interest in certain Collateral hereinafter defined to afford Customer greater protection. NOW, THEREFORE, in consideration of the Customer's depositing its funds with the Bank and as security for the repayment of those deposits, the parties agree as follows: 1. OBLIGATIONS. The obligations subject to this Agreement, hereinafter referred to as "Obligations", ara the accounts held in the following name: 2. GRANT OF SECURITY INTEREST - COLLATERAL. To secure the Obligations described above, the Bank hereby grants to the Customer security interest in and assigns and pledges assets, hereinafter referred to as ("Collateral"). The Bank represents that its Board of Directors has passed a resolution authorizing and approving the execution and delivery of contracts with the United States, individual states, and any political subdivisions thereof ("Public Units") providing for the deposit of public funds with the Bank and the pledge of collateral by the Bank to the Public Unit and further authorizing and approving the execution and delivery of all related contracts between the Public Units and the Bank, including without limitation, assignments, pledge agreements and security agreements; that such resolution is reflected in the Minutes of the Bank's Board of Directors; and that a copy of this Continuing Deposit Security Agreement shall be maintained as an official record pf the Bank. LOCATION OF COLLATERAL. The Bank agrees to deliver and place the Collateral with the Federal Reserve Bank, hereinafter referred to as "Trustee", as a book entry item in the name of the Customer as the secured party. Page 1 of 4 Evidence of such transaction will be forwarded to the Customer immediately after the transaction occurs, in no event later than one (1) week from the execution of this Agreement. 4. BANK REPRESENTATIONS, WARRANTIES AND PROMISES. The Bank further represents, warrants and agrees: a) The Bank has full power and authority to enter into this Agreement. b) The Bank is the owner of the Collateral, or if the Bank is not the owner, the owner has agreed to execute a Hypothecation Agreement granting a security interest in the Collateral in consideration of the Customer's deposits. c) The Bank agrees that the total aggregate market value of the Collateral pledged to the Customer, pursuant to this Agreement, shall be continually maintained at the amount equal to or greater than the Obligations of the Bank to the Customer which exceed the sum of the Federal Deposit Insurance Corporation's Insurance limitation. Customer shall notify Bank of significant changes in the amount of Customer's deposits, at which time Bank will pledge additional or release excess securities. (Bank will voluntarily monitor the market value of pledged sec urities on a daily basis.) d) If the Bank shall desire to sell or otherwise dispose of any one or more of the securities constituting part of the Collateral deposited with the Trustee, it may substitute for any one or more such securities other securities of the same current par and of the character authorized herein. Such right of substitution shall remain in full force and may be exercised by the Bank as often as it is desired; provided, however, that the aggregate market value of all Collateral pledged hereunder shall be at least equal to the amount of Collateral requir ed hereunder. e) The Bank shall be entitled to income on securities held by the Trustee, and the Trustee may dispose of such income as directed by the Bank without approval of the Customer, provided a breach of contract does not exist. f) This Agreement will continuously, from the time of its execution, remain part of the official records of the Bank. EVENTS OF BANK DEFAULT. The Bank shall be in default under this Agreement upon the occurrence of any one or more of the following events or conditions which continue to exist for a period of ten (10) days after Customer has served the Bank with a notice generally describing said defaults: a) Failure to comply with any of the requirements of Subparagraph 4 above or any other provisions of this Agreement: b) Non-payment of any of the Obligations when due or non-performance of any promises made by the Bank in this Agreement: c) Insolvency of the Bank Page 2 0£4 d) The appointment of a receiver for any part of the Bank. RIGHT OF CUSTOMER UPON BANK'S DEFAULT. In the event Of a default by the Bank, in addition to all the rights and remedies provided in Article 9 of the Uniform Commercial code and any other applicable law, the Customer may (but is under no obligation to the Bank to do so) sell, assign and deliver the whole, or any part of the Collateral or any substitutes thereof or additions thereto, in a commercially reasonable manner and with dght to purchase the Collateral at any public sale. Out of the proceeds of any such sale Customer may deduct its actual damages and reasonable costs and expenses of sale incurred as a result of Bank's default, accounting to Bank for the remainder, if any, of such proceeds or collateral remaining unsold. 7_. CUSTOMER REPRESENTATIONS, WARRANTIES, AND PROMISES Customer further represents, warrants and agree s: a) Customer has full power and authority to enter into this Agreement. b) Customer will comply with the terms of any other agreements it may have with the Bank which govern the Obligations. In the event that Customer fails to comply with any of its promises herein, or any of its representations is untrue or any of its warranties is breached, or if any of the Obligations are subjected to service of process, includinq but not exclusively, a writ of execution, then Bank may immediately terminate this Agreement. LAW GOVERNING. This Agreement and the rights and obligations of the parties hereunder shall be construed and interpreted in accordance with the laws of the State of applicable to agreements made and to be wholly performed in such state. TERMINATION OF THE AGREEMENT. Customer or the Bank may terminate this Agreement by giving written notice of termination to the other party which notice is effective when received by the other party. The dghts and liabilities of the parties under this Agreement survive any termination of the Agreement until all Obligations have been satisfied in full. 10. NOTICES. All notices and other communications shall be sent to the CUSTOMER: Name: Address: City/State: BANK: Name: Address: Bank One, NA, Chicago, Illinois City/State: Page 3 of 4 11. ASSIGNS, This Agreement and all rights and liabilities hereunder and in and to any and all Collateral shall insure to the benefit of Customer and the Bank and their respective successors and assigns. No portion of this Agreement may be assigned without the expressed written consent of the other party, and any assignment must comply with all provisions of Paragraph 4c. IN WITNESS WHEREOF the parties have signed this Agreement as of this day and year first above written. CUSTOMER: List of Accounts: BY: Title BANK: Bank OneT NA, Chicaqo, Illinois BY: Title Page 4 of 4 · , " Pledgee Agreement Form To: Federal Reserve Bank of Boston 600 Atlantic Avenim PO Box 2076 Boston, MA 02106-2076 Attn: Joint Custody Date: We, the agree to the terms of Appendix C of your Operating Circular 7, dated July 12, 2002, as it may be amended from time to time with respect to the account on your books designated (account number) We further agree that you may accept securities from the Pledgor as a replacement of, or in substitution for, those securities presently held (please check one): [~] with prior approval [~'~ without prior approval provided that the replacement or substitution does not reduce the aggregate par amount of securities held in custody for us. (See Operating Circular 7, Appendix C, Section 4.3.) We authorize you to use the following call-back procedure for securities transactions pertaining to this account (please circle one): Three-party call-back [-~ Four-party call-back We certify that the individuals listed below may take authoritative action on our behalf with respect to the account, including a direction to release collateral from the account. You may rely on the authority of these individuals with respect to the account until we otherwise notify you. rint Name) (Title) (Signature) (Date) (email) (fax) Telephone tint Name) (Title) (Signature) (Date) (email) (fax) Telephone tint Name) (Title) (Signature) (Date) (email) (fax) Telephone rint Name) (Title) (Signature) (Date) ((email) (fax) Telephone tint Name) (Title) (Signature) (Date) (email) (fax) Telephone REV 12/2002 Pledgee Agreement · ' ' (page 2 of 2) The Undersigned hereby certifies that he/she is the present lawful incumbent of the designated public office. Pledgee Name of governmental unit Si-feet Address or P.O Box Number City, State, Zip Code Official Signature/Date Printed Name and Title State of Notary County of_ On this day of he/she resides at State of ,200_ before me personally appeared , to me personally known or satisfactorily proven, who by me duly sworn, did depose and say that , in the City of , in the , that he/she is the .[Title] of and that he/she executed this document on behalf of before me. (Signature of Notary) (Print name of Notary) My commission expires on [Date] REV 12/2002 Appendix C CUSTODY AGREEMENT FOR BOOK-ENTRY SECURITIES This Appendix sets forth the terms under ~vhich this Bank holds Book-Entry Securities in custody for the benefit of a state or local government or unit thereof to which the securities have been pledged. Unless other'vise agreed in writing between this Bank and a Pledgee, this Appendix applies only to Book-Entry Securities pledged for the purposes specified in Paragraphs 4,3.2(a)(ii) of this Operating Circular ('Circu[ar").This Appendix constitutes an agreement, as described in the Applicable Regulations, regarding the security interest of a non-Participant in Book-Entry Securities held by a Participant on the books of this Bank, Each Reserve Bank has issued an Appendix C to Circular No. 7 identical to this one. DEFINITIONS [n addition to the terms defined in tile Circular, the terms defined in this Paragraph have the fo[lowing meanings when used in this Appendix. (a) Applicable Regulations means the regulations of issuers of Book-Entry Securities listed in Appendix A to this Circular. (b) Collateral Transaction means the pledge of Book-Entry Securities by a Pledgor to a Pledgee: the release of Pledged Securities to a Pledgor; or the substitution of the same par value amount of new Pledged Securities for existing Pledged Securities that are released to the Pledgor. (c) Pledged Security means a Book-Entry Security that is held in a Restricted Securities Accodnt. (d) Pledgee means the state or local government, or unit thereof, to which Book- Entry Securities have been pledged. (e)Pl edgor means the Participant that has pledged the Book-Entry Securities. 2.0 GOVERNING LAW 2.1 The Bank provides custodial services in accordance with Paragraph 4.3.2(a)(ii) of the Circular and this Appendix. The Bank's rights and obligations in providing custodial services pursuant to this Appendix are governed solely by the Cimular. this Appendix, and the Applicable Regulations. 2.2 Pledgor and Pledgee warrant that a pledge of Book-Entry Securities marked on the books of the Bank under the provisions of this Appendix is in accordance with applicable law. [f any provision of any bond. security or pledge agreement between Pledgor and Pledgee. or any subsequent waiver, modification or amendment of such agreement, imposes any duties on this Bank that are inconsistent with the provisions of this Appendix. the provisions of this Appendix govern. Provisions of state law that are inconsistent with. or in addition to, the provisions of this Appendix am not binding on this Bank unless otherwise agreed in writing. 2.3 Under the Applicable Regulations, the security interest of a Pledgee is perfected by this Bank's marking the security interest on its books, and the security interest has priority over any other interest in the Pledged Securities, other than a security interest of the United States. ESTABLISHMENT OF RESTRICTED SECURITIES ACCOUNT 3.1 This Bank w(ll establish a Restricted Securities Account for the benefit of a Pledgee once the Pledgee I~as agreed to the terms of this Appendix and has provicied such other information as may be required by the Bank. Existing Pledgees may be required ~o execute a ne~v agreemen~ ;vith ~he Bank but. in the absence of such new agreement, am deemed ~o have agreed ~o the pro- visions of ~his Appendix by continuing to hold Pledged ~ecuri~ies with the Bank. Forms rot this purpose are available from the Bank. 3.2 By initiating a CollateralTransaction, a Pledgor agrees to all the provisions of this Appendix. as amended from time to time. 4.0 COLLATERAL TRANSACTIONS 4.1 A CollateralTransaction is initiated by the Pledgor and, except for the pledge of ne~v Pledged Secorities, requires the prior approval of the Pledgee or irs authorized representative. Collateral Transaction requests and Pledgee authorizations are subject to verification procedures the Bank specifies from time to time. [fa Pledged Security is unacceptable as collateral to a Pledgee, the Pledged Security ~vill not he released to the Pledgor without the authorization of the Pledgee. The Bank assumes no responsibility to determine if a Pledged Security is acceptable to the Pledgee. 4.3 t~ Pledgee may provide the Bank with written standing instructions to permit substitutions of like par value amounts of Pledged Securities without the consent of the Pledgee. A substRutiOn transaction revolving a lesser par value amount of Pledged Securities requires Pledgee authoriza- tion for the release of Pledged ~ecurities. [n the case of a substitution involving a pay-do~vn Book-Entry Security, par value refers to the outstanding book value of the securities at the time of a substitution transaction. 4.4 The Bank issues a confirmation to the Pledgee and the Pledgor for each Collateraltransaction. Tim confirmation is conclusive evidence of the Col[ateralTransaction reflected therein. 5.0 INTEREST PAYMENTS AND OTHER PROCEEDS Pursuant to Paragraph 9.2 of the Circular, the Bank credits payments of interest.on the Pledged Securities to the Pledgor until the Bank receives (i) a written certification from the Pledgee or its authorized representative that the Pledgor is in default under any underlying pledge or security agreement between the Pledgor and the Pledgee, and (ii) written instroctions directing the Bank to hold the interest payments.The Bank holds the interest payments in a non-interestdmaring account until collected in accordance with Paragraph § of this Appendix. 5.2 Tiae Bank holds proceeds of Pledged Secorities (other tlaan interest payments) in a non-interest- bearing account, pursuant to Paragraph 4.3.3 or the Circular. until: (a) Pledged Securities are deposited in substitution for the proceeds or the proceeds are released in accordance with Paragraph 4 of this Appendix; or (b) the proceeds are collected in accordance with Paragraph 6 of this Appendix. ~.0 COLLECTION OF PLEDGED SECURITIES AND PROCEEDS 6.t If tile Pledgee.or its authorized representative certifies in writing to the Bank that tile Pledgor is in default under any underlying pledge or security agreement between the Pledgor and the Pledgee. and certifies that the Pledgee has satisfied any notice or other requirement to which the Pledgee is subject, the Pledgee may instruct the Bank in writing to transfer specific amounts and issues of Pledged Securities and. if applicable, specific amounts of interest payments or other proceeds of Pledged Securities not previously credited to the Pledgor or othep, vise released, to designated accounts on the books of this Bank or another ~.eserve Bank.. 6.2 Prompdy after receiving such certifications and instructions, the Bank will make the transfer inst~:ucted by the Pledgee. 6.3 The Bank is not required to obtain tile consent of the Pledgor for any such transfer and assumes ilo respousibility for determining tile validity of a Pledgee's dgclaration uf the P[edgor's default or of the underlying pledge or security agreement between the Pledgor and the Pledgee. 7.0 PROHIBITED ACTS 7. I. Notwithstanding any other provision of this Appendix or the Circular to the contrary, the Bank is nut required to perform any act directed or required by the Pledgee if the Bank is prohibited from performing the act by law or by court order. 8.0 LIMITA.TIONS ON BANK'S LIABILITY AND DUTIES 8.[ The Bank is liable only for the actual direct loss sustained by a pledgee or pledgor proximately caused by the F~eserve Bank's failure to exercise ordinary care or act in good faith in performing its duties under this Appendix. in no event shah the Reserve Bank be liable for consequential, indirect, incidental or special damages (including lost profits), however derived, and regardless of whether the ~.eserve Bank has been informed of the possibility thereof. Both the Pledgee and the Pledgor reiease and forever discharge the Bank from all other claims, demands, and liability of the Pledgee or the Pledgor, or both. in connection with the Bank's performance of its duties under this Appendix and indemnify the Bank for any claims of other parties, including costs of litigation and reasonable attorneys' fees, with respect to Pledged Securities held by the Bank. ,~.2 In particular, but not exclusively, tile Bank has no duty to: (a) act as escrow agent or in any other capacity not expressly provided for in this Appendix; (b) determine the validity of the pledge of securities by the Pledgor to the Pledgee, including whether any required bond, pledge, or security agreement has been execumd; (c) monitor the value ora Piedged Security, or the declining book value ora pay-down Pleclged Security subsequent to its pledge, or ensure that the type. amount, or value of a Pledged Security is that which is required under state or local (d) verify ownership, validity, or legality of the Pledged Securities; (e) pay assessments as provided under state or local law: (f) give nutice of maturity, call, exchange offer, or the like. affecting the Pledged Securities; (g) carry insurance against loss of the Pledged Securities; or (h) inquire into the existence or cor'~tinuance of the powers or authority of a public official who is the Pledgee or is acting for the Pledgee or the successors in office to or any person repre- sented to the Bank as authorized to act on behalf of the Pledgee. However, the Bank may require a certificate from the proper authority showing that the public official, or any person represented to the Bank as authorized to act on behalf of the Pledgee, is and continues to be so authorized. 9.0 DISPUTES [n the event of notice of a conflicting claim with respect to Pledged Securities, the Bank may hold the Pledged Securities, including interest and proceeds, pending settlement of the dispute either by agree- meat of the parties or by order of a court of competentjurisdiction. 10.0 TERMINATION OF AGREEMENT OR PLEDGE SECURITIES ACCOUNT 10.1 The Bank or the Pledgee may terminate this Agreement and close any Restricted Securities Account established under this Appendix by giving not less than 30 calendar days advance writ- leo notice of termination to the other party and to the Pledgor. 10.2 The Bank may release Pledged Securities held by the Bank to the Pledgor at the end of the 30 day period. However, if, within the 30 day period, the Bank (a) receives written instructions from the Pledgor to otherwise dispose of the Pledged Securities and (b) the P[edgee's separate writ- ten approval thereof, the Bank will dispose of the Pledged Securities in accordance with these' instructions. 10.3 If. by reason of a merger or other,vise, a Pledgor's Book-Entry Securities account is transferred to another Reserve Bank. the Pledged Securities held by this Bank ~vill be transferred to the other Reserve Bank, with 30 calendar days prior notice to affected Pledgees. If Pledged Securities are transferred to this Bank pursuant to this provision, this Bank will hold the Pledged Securities pursuant to the terms of this Appendix and the existing Pledgee Agreement with the transferor Reserve Bank but may require a new Pledgee agreement. ti.0 FEES The Pledgor shall pay any fees for services provided under this Appendix. as announced by the Bank From time to time. 12.0 AMENDMENT The Reserve Banks reserve the right to amend this Appendix at any time without prior notice. Bank One, NA ("Bank One") is · . author/zed to Open a satbkeepingaCcounl secnrities and/or cash listed on the Schedule or'Property ("Assets") ;ittachcltbe "ACCOunt") tbr t e Ass - c s, subject to thc lollowing provisions: to this Agreement. Bank One will hold ~ 1. nt, Cbent wdl dehver to Bank One ~e ~VIDED By BANK ONE B, ~. 'n k On ,,~ ~*zmmt ot either. ~anb ~ ,-"~'"amnng Pdncb ~ ~,~ ~ "'" provide custod,, ~orate ac ohs afFec ~ ,*' ~n~ *?il prompdy delivT,~ .~*~ oank One will ~ ,~ ' ' . ,,-~ or re~atmg to secuNt;~ ,_ 7' '~" ~omls ol'orov/~ o~ be held responsible m~ .~ use any nvestmenl analysts or recommendations with '"~ ~CCount to CI eat B~.7~(meetings or other ~2. ~IONs B ' ~.~ une will nOtprovide Client th~ auk One n.,, · r~Spcct to/nveslment or ~'investment of~e Acconnt. le~er. C eh, _,,-o~nao~y be ~eves to be ~ .z-"~, m ~? d~scretion . . , %tees to give Bank ~ o?ume. Such mstmct;- , Follow and rely on ~,, - wrmng wdl not al'feet Bank ~ne Wmten confim~.,. ,uns may be give .... ,, ~'z mStmctions by CJim t's ora ' ~ ruSt.ct ohs. In addition, Client authorizes and shall · ~ ot securities and othc~ cre,~;~ One Cap~/Marke~ be dehvered to Bank pursuant ~ BOCM's nomml bus/ness practice. ¢ .~CCOunt. Such instructions fi3. ~,~s or deb/ts to h~ ~ '"*. t~uUM) ~IINEE NAME A -~¢s selected by Bank One ' ,,es held m the AcCOUnt may be registered m fie name ~. Bank One ' aCCOuntings will be deemed a-~11 fom'ard to Client a ~eri ~' , ' .... , ff~,~uut wnll the same elIbct as if k g of the Assets Su - by a co~ h~v~ng?msd~ct.mn'°fthe subject matter and ofall nccessa u ' Cheat's rece,pt ot ~y per,od,c accountin ,, an ob'e~' ,.. ~ P' ,n,;;;ccountin,~ ha.~.- cn prepare or file income lax returns or any othcv reports in connection ~ ~ ueen approved acknowledges the right g ~ tloa thereto Is raised with ~s~ffh~a~Y (30)days of to receive written conli~ation Ofeach ' One will not condition 'at pe'od/c statements of activity will be famished to Cli::'tth the account ~eated hereunder. transaction but Waives that right on the Client ~5. ~AN ~ Bank One is hemb au ' States, slate or local government orjudJcial action, in COnnection whh herealjcr be in Bank One s · --~venue Sc~ ce or-.~. "" ~ePo~s Which arc Or possession hereunder, · ~mer authoaty oF~e Un/te~ Clmmmg no exempt/oas on Chent's behalf · . any Asset~ which are now or may Bank One will not be required to lend ~o, or advance, or pay ou ofi~ own account oFClicnt lfBank One should, m ~ts sole discretion adv any sums w~ Settlement °l'transactJons on ?mand made by 8' .v bchaUofthe accou , ance fun~ ..... natsoever lbr oy Bank One ,,~'~ p"~ One and shall hear iht. nt, then such advance , ~o ,~ tee aCCOunt to Facilitate the thc ~. uy ~ts parent, suck ~ ,, . cr?t al the prim .... shall be repayable ;~ and un/ess previously paid, - .ate to oe adjnsted on',~ ,~fat~ m effect from t m- ?~mematcly upon out o~e first sums thereat]er received lbr the acmunt of Client. ~. For Bank One's se~iccs "-~ c. ange m such prune rat~ ' ' ' ' . to pay Bank One's customa~ Ibc COmputed charged against pdncipal or income. the schedule ol Ices m elFect at the t~mc such se~ices are rendered. Client agrees fees may be ~11 h,. ~;.~h~ ...... e ,. goon Fa h in ~n dl.rmmbursc Ba u--~ ,~' .- . ]~'~--necOonw~thBa. V~ ,nk~ef°ran ~e~ .... ~ .... ~e's acts pursuant ~ th; ~' and expenses Secure the Faithful Perfo~ance or,ts dut', ,,,*m aeC~Smns o~Chent or ~e Smtabff~ty OFsuch ~ vo~ l~x~ ._ _ SunderthisA~r~__, n°tberequimdtofumlh ~8. F~OP. CE MAJEURE_. Bank One shall not be responsible or liable lbr :In,.,' failure or delay in the performance of its obligations under this agreement arising out ut'ur CaLlsed directly or indirectly by circumstances beyond its reasonable control, including without limitation: acts of God: earthquakes; fires; floods; wars; cb, il or rnilitarv d sturbance: sabotage: epidemics: riots; interrupt ons. h)ss nr malfimctions of utilities or commumcatlons service, including without limitation electrical enrages; accidents; labor disputes: acts of civil or military authority; governmental action; or inability to obtain labor, material, eqnipment or transportation. §9. ASSIGNMENT, AMENDMENT, .AND TERMINATION_. This .Agreement may not be assigned bv either party except with the prior written consent of the other party. However, any successor to the business of Bank One, whether by reorganization or other,vise, will act with like effect as thongh originally named. This Agreement shall be binding upon Client's heirs, executors, admin s raters successors and assigns. This Agreement represents the entire agreement between the partias and may be modified or amended only upon the mutual wr/tten consent of the parties. On receipt by Bank One of notice of Client's legal incapacity or death. Assets in the Account shall be held pending receipt of proper attthofization and instructions. This agency will terminate upon writlen notice by either party to the other at least thirty (30) days prior to the effective date et'such termination. In the event oftem~ination, and within a reasonable time therealter, Bank One will render to Client a final accounting of the transactions from the date of the last accounting to the date of the transfer of the Assets and Bank One will be discharged and released from any liability thereunder. The termination of this Agreement will not affect or preclude the consummation of any transactions which were initiated prior to the effective date of such termination.. If Client does not provide any instructions within five (5) days of notice of termination, Bank One may deposit any Assets in the Account in the United States mail, registered and insured, postage prepaid, addressed to Client's last known address as shown on Bank One's records. Il'there are no Assets in the Account when notice of termination is given, termination is effective upon notice. Alternatively, Bank One shall have the right, but shall not be required, to commence an action in the nature of an interpleader and deposit the Assets in a court of competent jur/sdiction. §10. ~ECURITY HOLDINGS DISCLOSURE, Bank One is not authorized and will not disclose the name, address or security positions of Client in response to requests concerning shareholder communications under Section 14 of the Securities Exchange Act of 1934, the roles and regulations therennder, and any similar statute, regulation, or rule in effect from time to time. 12. NOTICES. All written communication to Bank One pursuant to this Agreement will be sent to Bank One at the address set lbrth below un]ess Bank One designates otherwise in writing. All written communication to Client will be sent to the address set forth below unless Client designates othenvise in writing. 13 INFORMATION - SHARING. Bank One is hereby specifically authorized to release inlbrmation about this Account to other affiliates of BANK ONE COILPORATION. :,~14. ~V,v- . '~"~,,,~, or any si~,-- ~'Y ~o '~o~ ..: V" '.~ o~o. ::"' ~t,o~ b~o~ h~,..~'~ ~anner pemfitted b. ~af.groun~ and i~evocabl~, 2roves ~Y'o~a~ :f~o~o~ of disputes ar,7~"u~r si)all .Ir'any provision of his A ) shall be reheved of all ~.~reet. nent is declared or )= · ~uuSat)ons arising Under s ~u?u (o,b~ il egal, uae ~ dlegal, Unenforceable or v ' ' . deemeq ~ended b .... ~'~. It being the intent J'~9 prods,on) but onl,.~eable or void, then both presewmg its ~)~ ~'"~uYmg such nrov ~ . ~nu agreement o~,~ . -.- aCmeves the Same o~;--.'y'~' oy Subs/il ~tim, ,~ ,~Y ~o make t le~a) .~ee~ent shall be ~erprov~sion th~* ' , blewh e ~ )s regal and ~15 C~IENT's AC~OwL: ~UTH~ ,~ . ~- Cheat re r . · ~lent unde~akes t~ ..2 ["~ execution of this a,,- ~ ~u enter rolo this A~.~.~ amy authorized to dli$ Agreement. ~ a~v~se 8auk One or.... ' *s~eemen/has bee ' -~-~e~enL The si .n ~""~ event whiek -' - n duly aUtho~zea k g ato~ on ,, aught affect this a,.,k ~. ~y appr°pDnte ~mon~ or ~e propriety of ~16 ~NT destn c ~- fnP?yees' or robbe~ --tc'~t°dy occasioned k. ,~at~ to mde~i ~ ,, --*gum Orpriv let,~ &~ ~"?',' ue promp ly renl..~(t~es For wh ch 8a.V ~'9g ~oss by dama= ~. · , =e promptly r~laced ~,,,~es and the value of ~17 ~LO, oankOne oim-- ~ ~¢utolnterceptanank,,. olthcUmm,a with Bank O-~ ~mem reasonable.ro~.._, ~ ~mct Te~oris~ 5 ?~engthening Am~ ~ ~ One's ide-,;. "~' ~CCOrdingly C ~*~ ~=u~res to verify th~:, ~ 9c~ ot2001 (,,Us a-~ . ZT"a oy Provid n= into .... "? ~,n~= io. -~o.-,- .~'~"'~.o~ ~a=~t~ 7~"?(y or~y ~ Z"~oT aot,,~ ~e~..~ ,~ ,,u~uon ) from Cus,-. ~' ~¢~Uresrequire Bank ~ "at oec/ion 326 ~e,'k .~n matopens a new ~ quires ?~rov~de Bank O~,. ,...~mer or on Some occa~;~ "~ne to request ce-..' *tuje uSA PATRIOT a ~ aCcount mmmmtio, re~.. -~."~m and Consen~ tn ~ 7,uns/rom third .~., ~,_~m mto~u(ion [,,i.(~ ..~ ~ct and Bank ~m w~th or us/m, a~.. ~ a~y such identifyh~) = "~ oC~lce provided by ~k One. 3 ,A. ccotlllt Name: By: Signature & Title BANK ONE. NA By: ~ Address: Dated: Director Address: Bank One National Safekeeping Services 100 N. Broadway, 6m Floor OKI-1075 Oklahoma City, OK 73102 Dated: 4 Substitute W~9 Certification Under peoalties of perjury, [ certify that: (l) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to repot[ all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding., and (3) I am a U.S. person (including a U.S. resident alien). Certification Instructions - You must cross out Item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because ot'underreponing interest or dividends on your tax retnm. Signature Taxpayer Identification Number SCHEDULE OF PROPERTY Please attach a list of securities that you will be de[ivering to National Safekeeping Services. Bank One National Safekeeping Services makes no representations or warranties thereof, including but not limited to representations or warranties as to (1) the value, marketability or authenticity of the herein described item(s); (2) whether any debt evidenced by the herein described item(s) can be collected; or (3) the value or existence of any collateral securing the herein described item(s). · ' BANK ONE. Bank One Conunercial Account Agreement ~erviet~ and R~rwit.~ T.~rrne, T]le following provisions apply to the services that Bank One (as defined below) may provide to the Customer in connection with any account and any service described (a) in any user guide, or (b) in any Service Terms or other agreement which incorporates this Commercial Account Agreement by reference "Serv ce Terms" The ' ' · . · . ). prowslons o~,any sue,h, Service Terms are incorporated berem by this reference. By signing a si atom card or simil deposlls or vnthdrawals, or using any service ( Service and coil~--: ..... , .... gu ar document, making Agreement") and any applicable Service Terms. ~uve,y aervtces ), me ~.ustomer agrees to the terms of this Commercial Account Agreement ("Service 2. AlCfilian~e. The Customer acknowledges and agrees that some or all of the Services may be provided by one or more subsidiahes or affiliates of BANK ONE CORPORATION (individually or collectively, "Bank One") or agents therenL It is the intent of the parties to this Service Agreement that the provisions of this Service Agreement and any Service Terms will inure equally to any such subsidiary, affiliate, or agent of BANK ONE CORPORATION, or any successor thereto, providing Services pursuant to this Service Agreement or any user guide or Service Terms. 3. ~h~rg~andFe~,~ The Customer will pay Bank One's charges and fees applicable, from time to time, to each Service as specified in whting by Bank One or as otherwise agreed by the Customer and Bank One. Bank One will send the Customer a periodic statement of Service charges and fees which are due and payable no later than thirty (30) calendar days from the date of the statement unless otherwise agreed. Customer agrees to reimburse Bank One upon demand if such charges and fees are not paid when due. Bank One may charge a person who cashes a check drawn on the Customer's account a fee if that person is not a deposit or loan (excluding credit cards) customer of Bank One. 4. Liability. Bank One will be liable only for direct damages f fails to exercise ordinmy care. Bank One shall be deemed to have exe action or faihim to act is in conformity with oeneral hankin~ usa-e~ --: .~ ' - rclsed ordinary care if its . . . . ~, ~ ~ · u, ,s omerw~se a coramcm~ady reasonable practice of the banldng industry. Bank One shall not be liable for any spemai, redirect or consequen~al damages, even if it has been advised of the possibility of these damages. 5. Failnr~ t,a perform Neither tbe Cust°mer n°r Bank One will be liable for any failure to perfurm its obligations when the faihire arises out of causes beyond its control, including, without limitation, legal constraint or act of a governmental or regulatmy authority, an act of Ged, accident, equipment failure, labor disputes or system hiilure, provided it has exercised the diligence as the circumstances reqdim. 6. lnd~rnnifie"~ic'n The Customer will indemnify Bank One for ag claims, costs, demands, expenses, liabilities and losses, including reasonable legal fees and expenses, arising from: any claim of a third pan}, relating to any action taken or not taken by Bank One pursuant to this Service Agreement or any Service, user guides or Sermce Terms, unless the action or non actton constatutos negligence or vnllful rmsconduct by Bank One, or the breach of any warranty made by the Customer to Bank One in this Service Agreement or any of the Service Terms. This provision shall survive termination of di/s Service Agreement and any Service or Service Terms as to matters that occtared during their terms. '. C',~n~-,~ P,~m.,,nter The Customer is solely responsible for die selection, purchase or lease and maintenance of its computer hardware and software (cofieclively the "Customer's Computer") and its compatibility for use where required in connection with any Service. 8. gc,~a,'e. Bank One may supply Customer with certain software owned or licensed by Bank One to be used by Customer only in connect/ca with any Service described in any Service Terms (the "Software"). Bank One hereby grants the Customer a nonexclusive, nontransferable license to use the Software in whatever form and whether installed on Custhmer's Comguter or only accessed from Customer's Corn utor in ' ' · p conneceon with any Servme. The Software is provided to the Customer in machine readable object code form and the Customer agrees not to dacompile or reverse engineer the object code. The Customer acknowledge~ that it is not purchasing title to the Software and the Software conslitates Wade secrets. · . The Customer va fi use reasonable care to keep the Softvnu'e confident~ai and wig not disclme any Software to any person, other than the officers and employees of the Customer responsible for the use or maintenance of the System. The obggation to ke~p the Software confidential shall sunive termination of this Service Agreement and any Service Terns. The Customea- will not use, make, or have made, any additional copies of the Software or any pm of it. without obtaining the prior written consent of an officer of Bank One, except one additional copy of the Software may be made by the Customer for normal backup purposes without Bank One's consent. A separate SoPavare package may ha required for each Customer's Computer on which the Software will be installed whether or not it ispartofalocaiareanetwork(,,LAN-). TheS°fiwaremaybetempomrilyWansferredttoabacknpCustomer, sCom uterw ' ' p hich ~s not a part of a LAN or to a backup file server connected to a LAN or to a backup tape while the Customer's Computer or primary LAN, as the case may be, is inoperative due to malfunction. The Customer will not remove any identifying marks or copyright marks in or on the Software. The Customer represents and warrants to Bank One that, except as othcawise permitted by Service Agreement or any Semce Terms, the Software vrdl reside and be used only on a Customer's Computer and will not reside or be used on any other computer of the Customer. Upon the temunaeon of this Servme Agreement or any applicable Semce Terms, the Customer will return all the Software to Bank One or certify to Bank One the destruction of ail copies of the Software in die Customer's possession. 9. IDthm- Pm?,.ta~ Data Dtmng the term of this Service Agreement, the Customer has a nonexclusive, nontomsferahie license to use the system user manuals and other implementation and reference guides and manuals, as in effect from time to time, and all other matmiai and assccintod documentation that Bank One supplies to the Customer pursuant o this Servme Ag~ement or any Service Terms (cdilecnvely, "Propnetu~ Date ) only m connection with the Services. The Customer acknowledges that it is not purchasing title to the Proprietary Data and die Proprietary Data constitutes wade secrets. The Customer will use reascaable care to keep die Proprietary Data confidential and wili not disclose any Proprietary Data to any person, other than the officers and employees of the Customer responsible for the use or maintenance of any Service. The obligation to keep die Proprietary Data confidential shag survive termination of this Service Agreement aod any Service Terms. The Customer will not use, make, or have made, any additional copies of the Proprietary Data, or any part of it. without obtaining the prior wriiten consent of an officer of Bank One. The Customer wig not remove any identifying marks or copyright marks in or on the Pmprieta.,y Date. Upon the termination of this Set,dee Agreement or any applicable Service Terms, the Customer will return all the Proprietary Data to Bank One or certify to Bank One the desmtetion of all copies of the Proprietary Data in the Customer's possession. 10. Thlnt P~ny Rc, fi,unr,~ The Customer acknowledges that (a) the Software includes certain software owned and copyrighted by third pardes ('Whird Party Software"); (b) that the Customer is not purchasing title to the Third Party Software; (c) that the portions of the Third Party Software may not be copied or used independently of the Services, but only as a pan of the Services; and (d) that no third gaily provides any support semites, upgrades or technical assistance in connection with the Third Party Soflware. The Customer agrees not to decompfie or reverse engineer any code contained in any Third Party Software. 11. WArtg t, NTEn_q aND DnMaC;~_~ BANK ONE REPRESENTS AND WARRANTS THAT IT HAS DEVELOPED EACH SERVICE (OTHER THAN ANy PORTION FURNISHED BY A THIRD PARTY VENDOR) AND HAS THE RIGHT TO FURNISH THE SADIE (INCLUDING ANy PORTION FURNISHED BY A Bank One Commercial Account Agreement (10-02) THIR~D PAI~TY VENDOR). THE SOFTWARE, THIRD PARTY SOFTWARE AND THE PROPRIETARy DATA ARE PROVIDED OR LICENSED TO CUSTOMER "AS lg? NEITHER BANK ONE NOR ANY THIRD PARTY MAKES ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIE~ OF QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED, qV[PLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR URFOSE. NEITHER BANK ONE NOR ANY THIRD PARTY WILL BE LIABLE FOR ANY CONSEQUENT1AL~ INDIRECT OR SPECIAL DAMAGES ARISING FROM THE SOFTWARE EVEN IF ADVISED OF THE POSS1BLLITY THEREOE BANK ONE DISCLAIMS ANY LIABILITY FOR DAMAGE TO CUSTOMER'S COMPUTER OR ANY CUSTOMER SOPTWARE OR HARDWARE INCLUDING CUSTOMER'S COMPUTER A! !.FGED TO HAVE BEEN CAUSED OR CAUSED BY THE SOFFWARE, THE THIRD PARTY SOFI'WARE OR THE PROPRIETARY DATA. 13. N/n gxtoneinn nf Orodit. Nothing in diis Service Agrcemeot or any user guide or Serviee Terms, unless otherwise agreed in wrnlng between tha Customer ~d Bank One, commits or obligates Bank One to extend any overdraft or other credit to the Customer but Bank One, in its sole discretion, may do so. th that event, the Customer agrees to reimburse Bank One immediately. 14. g~ta3fle In the event there are insufficient funds available in any applicable account to cover Customer's obligations under this Service Agreement, Service Terms, user guide or Service, Customer agrees that Bank One may debit any account maintained by Customer with Bank One or that Bank One may set off against any amount it owes to Customer in order to obtain payment of Customer's obligations under this Service Agreement. 15. Rnl~ Use of each Service is subjcot to all appllcable laws, regulations, roles and funds transfer systems and clearing an-angamcots, whether or not Bank one is a party to them ("Rules"). 16. r~,~it t'n~ r'~.~it, A reeeipt or similar documeot may be provided or made available upon request for all deposits to Customer's account (except for remote deposits, e.g., lockbox, night depository services). However, the amount on such receipt or similar document is based solely on Customer's deposit ticket. Credits for all deposits are subject to final verification and, aRer review, Bank One may make adjustments to Customer's account for any errors, including any errors appearing on Customer's deposit ticket, but has no obligation to do so for de minimus discrepancies. 18. i~h~'~. Customer agrees tint Bank One has no duty to honor, and it may disregard, any statements or legends on die front or hack of any check or other item. A stop payment request, regardless of how it is made, will become effective no later than the business day after die business day on which the stop payment request was made. Stop payment requests will be valid for one year and will automatically renew unless cancelled by Customer. Customer may request, through a Bank One Call Center or ~ustomegs Customer Service Representelive, a non-renewable stop payment, which will be effective for a 180-day period. Bank one shall not be liable for any item paid 19. c'h~,~ Rn¢olcoo.nlnE. If Bank One is safekeeping checks or deposit slips for Customer, Customer agrees that Customer's cancelled checks or deposit sgps will not be returned in Customer's statement and that the original cancelled checks or deposit slips may be destroyed in accordance with Bank One's applicable recold retention schedules. 20. t lnet~lle~ted Funda. Bank One reserves the right, without notice, to refuse to pay checks or permit withdsawla against uncollected funds, hi thc event Bank One pays a check or permits a withdrawl against uncollected funds, (a) Bank One shall not be deemed to have waived its fights in the future and (b) Customer agrees to reinlbu~e Bank One for ~he amount of any overdrafL 21. Adwr~ ~l~ima, Upon receipt of any notice of a claim regarding an account, Bank One may hold the account and shall be relieved of any and all liability for its failure or refusal to honor any item drawn on the account or any other withdrawal instruction. change will occur solely on the books of Bank One and will not affect Customer's account halances or Customer's use of the accounL Custome~ will continue to have access to ail of Customer's available funds, as Customer does today. The reclassified account is subject to all federal regulations. Bank One is required by law to i~rve thc right to require seven days' prior notice of any withdrawal fiom Customer's money n~rket sub-account. Bank One, however, does not presently exercise this tight. Bank One Commercial Account Agreement (10-02) 26. Rellanro. The Customer is responsible for, and Bank One may rely upon, the contents of any insiaruction or notice Bank One believes in good faith to be from the Customer or any third pasty. Bank One shall have no duty to inquire into the authority of the person giving such notice or instruction. 29. Amendmente. Noneofthe Service Agreement, any Service Terms or user guides maybeamendedoraUyorbyanycourseofconduct- BankOne may amend any procedural or operating term in this Service Agreement, any Service Terms or user guides at any time by sending written notice of the amendment to the Customer. Such notice shall specify the date upon which such amendment shall Income effective, which date shall be at least thirty (30) days after the date such notice is sent. Bank One and the Customer may also amend this Service Agreement or any Service Terms at any time in writing, th no event shall Bank One's failure to exercise any right be ~aken as a waiver of flint fight or any other fight. 30. Pmvldln~ In ft~nnntinn The Customer agxees to provide information concerning its financial condition and operations, from time to time, as reasonably requested by Bank One. 31. l IRA Pah'ic~t Act Digel,n~nre Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Interecept and Obstract Terrorism Act of 2001 ("USA PATRIOT Act") requires Bank One to implement reasonable procedures to verify the identity of any person that opens a new account with Bank One. Accordingly, Customer acknowledges that Section 326 of the USA PATRIOT Act and Bank One's identity verification proendures require Bank One to request certain information ("identifying information") from Customer or on some occasions from third parties regarding Customer. Customer agrees to provhie Bank One with and consents to Bank One obtaining from third parties any such identifying information requested as a condition of opening an account with or using any Service provided by Bank One. 32. Tormlnnann This Service Agreement cannot be terminated if any Service or Service Terms remains in effect. The Customer or Bank One, upon thirty (30) days prior wrlaan notice to the other, may terminate this Service Agreement, any Service and any of the Service Terms; provided, however, any Service in connection with ACH may be terminated upon five (5) days prior written notice to the other party; provided, fia~ther, in the event of the filing of a petition in bankruptcy, insolvency or reorganization for the benefit of ctefiimm of the Customer, whether voluntary or otherwise, Bank One may immediately terminate this Service Agreement and any Serdee Terms. Any claim or cause of action of any party against the other under this Service Agreement or any of the Se~ce Terms or relating to any Service which existed at the time of tenniuallon shall survive the termination. 34, g.~,vm'a hill ~t~ ~anypr~vision~ft~sS~wiceAgr~emeotisheidbyac~urt~fc~mpetentjmisdimi~ntobevdid~ri~egu~rinc~nf~ctwithanyapp~icablelaw~the validity of the remaining provisions of this Sentice Agreement shall not be affected. 35. ~nfio~ Unless otheawlse provided in the relevant Service Terms or by applicable law, all notices may be delivered by hand, mail, private dalivexy sexvice or (unless otherwise specified by Bank One) by facsimile or elec~odic mail and shall ha effective when received. Each notice shall be addressed as spenified by the parties fi'om time to time. Availability Policy Bank one's policy is to make funds available to the Customer on the same, next, second or third business day after the day of deposit depending on the iype of deposit as described below, ff the Customer will need the funds fix)m a deposit immediately, ask Bank One when the funds will be available. A. F'kot~rn~inln~ th~' Day nfa ~.~it If a deposit is made before 2:00 p.m? on a business day that Bank One is open, Bank One will consider that day to be the day of deposit. However, if a deposit is made after that time, or on a weekend or federal holiday, Bank One will consider that the deposit was made on the next business day. For datennining the availability of dapmits, every day is a business day, except Saturdays, Sundays, and federal holidays. The first $100 fxom a day's tomi depoeits. Bank One Commercial ,Sccount Agreement (10-02) ohecks are marked "payable through" and have a four- or anne-digit numla:r n~ar the routing number. For these checks, use the four-digit number (or the fu'st four dighs of Avanlabitity for checks that require special handling will be delayed by one banking day. E. In,gerDelayqMayApply. In someeases BankOnc maynot makeallofthe funds that deposited by check avanlable. Depending on thctypeofcheckdeposited, funds may not be available until the fifth business day after the day of deposit. However, the first $100 of the deposit will be available on the first besin~ss day al~' the day of deposit. If Bank One is not going to make all of the funds dom a deposit available at the times shown above, it will notify the Customer at the time the deposit is made. Bank One will also specify when the funds will be available, ff a deposit is not made directly to a Bank One employee, or if Bank One decides to take this action after the Customer has left the premises, Bank One will mail ct deliver the notice to the Customer by the day after Bank One receives the deposit. In addition, funds deposited by check may be delayed for a longer period under the following circumstances: Bank One believes a deposited check will not be paid; Deposit~l checks for all of the Customer's accounts total more than $5,000 in any one day; The Customer redeposited a check that has been retomed unpaid; The Costomer has overdrawn one or more of its accounts repeatedly in the last six months; or There is an emergency, such as failure of commuancations or computer equipment. Bank One will notify you if it delays the ability to withdraw funds for any of these reasons, and it will tell you when thc funds will be available. They will generally be available no later than the seventh business day after the day of deposit. Inclement weather or transportation delays may lead to additional delays under certain avadability schedules, Please see your specific availability schedule. The Federal Rmerve baaking system do~s not allow forward prccessing of any cheek over $99,999,999. Bank One will handle any such item as a collection item, with customer credit and availabigty defen'ed accordingly. Certain banking cemets and automated teller machines (A TM) obserae cut.off hours later than 2:~0 p.m. Check the local banking center or A TM for exact times. Bank One Commercial Account Agreement (10-02) D Account Analysis STATEMENT GUIDE This guide is intended to provide information to help you understand each section of your Account Analysis statement(s). All balance terms, column headings, and summary line items are defined in this guide. Information About Statements Each month, you will receive a detailed Account Analysis statement for each individual account. If you have multiple accounts, you will receive a summary Account Analysis statement for your entire billing relationship in addition to a detailed Account Analysis statement for each individual account. Detailed Account Analysis Statement The detailed Account Analysis statement contains two sections: Balance Analysis A concise monthly and average year-to-date summary of your average balances, service charges, and earnings allowance. This summary provides a step-by-step review of how your investable balance and earnings allowance were calculated. Service Analysis A review of all services used during the month and the resulting service charge and balance equivalent. Services are grouped by product family. Summary Account Analysis Statement The summary Account Analysis statement contains three sections. In addition to the Balance Analysis and the Service Analysis sections, the summary Account Analysis statement also contains a: Relationship Account Summary A list of all accounts included with your relationship summary. In addition to information in the sections of your Account Analysis statement, this guide also contains: Account Analysis Definitions and Formulas Index A list of all terms used in this guide Account Number/Group Account Number:The Demand Deposit Account (DDA) number for this statement. For groups, the account number designated to represent a group of accounts in a relationship. Page Numbers: Each page of the analysis is numbered consecutively and also reflects the total number of pages in the entire statement. Statement Period:The beginning and ending date of the statement. Contact: Your Bank One Relationship Manager or department managingyour relationship. Account Number: The number of the individual or group DDA covered by this balance analysis section. Average Ledger Balance: The net sum of the daily positive and negative ledger balances for the month, divided bythe number of days in the month. The balance of the last preceding business day is used for weekends and holidays. Less Average Float:The difference between the average ledger balance and average collected balance for the month. Bank One assigns float on deposited items based on our published availability schedules. [Average Ledger Balance- Average Collected Balance] Average Collected Balance:The net sum of the daily positive and negative collected balances for the month, divided by the number of days in the month. [Average Ledger Balance -Average Float] Average Negative Collected Balance: The sum of the daily negative collected balances for the month, divided bythe number of days in the month. This balance is used in determining the negative collected balance fee, which will also appear within the service analysis section of your statement. Average Positive Collected Balance:The sum of the daily positive collected balances for the month, divided by the number of days in the month. ~ Less Reserve Requirement:The portion ofthe DDA balances that must be set aside by the bank to meet reserve requirements. This amount is not available to offset service charges. [Average Positive Collected Balance x £eserve £ate] ~]~ Average Investable Balance: The sum of the average positive collected balances less reserve requirements (less loan compensating balances, if applicable).This is the balance on which the earnings credit rate (ECR) is applied. [Average Positive Collected Balance- Reserve Requirement- Loan Compensating Balances (i~applicoble)] ~) Less Balance Required: Balance required to offset the current month's balance-based service charges. [Total Charge For Services~Earnings Credit Rate x No. of Days in Year/ No. of Da~vs in Mo.] ~ Excess/(Deficit) Investable Balance: The excess or deficit in balances remaining after the balances required to offset the current month's balance-based service charges have been deducted. [Average Investable Balance- Balance Required] ~ Reserve Adjustment: The reserve adjustment is used for determining the collected balance position after offset of service charges. For excess investable balances, the reserve adjustment represents surplus reserves based on excess collected balances. For deficit investable balances, the reserve adjustment represents additional reserves based on deficit collected balances. [Excess/(De~dt) Investable Balance/(7-Reserve Rate) x Reserve Rate] ~) Net Collected Balance Position: The net collected balance position is the sum of the investable balance plus the reserve adjustment. For excess balances, these positive collected funds are available to your company to meet other corporate obligations. For deficit balances, this is the additional positive collected balance required to offset all service charges. [Excess/(Deficit) Investable Balance/(~-Beserve Rate)] Bank One, NA ABC COMPANY 123 MAIN ST CITY ST ZIP CAP N N 001 573 2 09-09-2002 N GroupAccount: 111 12345678901 Page I of 27 AUG1 through AUG 3t, 2002 Contact: John Smith Account Analysis Statement Group Account: 111 12345678901 GROUP ACCOUNT Average Ledger Balance Less Average Float Average Collected Balance Avg Negative Collected Balance Avg Positive Collected Balance Less Reserve Requirement Average [nvestable Balance Less Balance Required Excess/(Deficit) Investable Balance Reserve Adjustment-Collected Net Collected Balance Position Service Charge Calculation Earnings Credit Allowance Total Charge for Services Net Charge for Services Service Charge Amount Balance Analysis This Period 739,811.18 -231,849.63 YearTo Date 739,811 -231,850 507,961.56 507,962 524,342.72 524,343 -52,434.24 -52,434 471,908.48 471,908 -2,614,424.03 -2,614,425 -238,057.35 -238,057 -2,380,573.50 -2,380,574 715.72 716 -4,107.87 -4,108 -3,392.15 -3,392 3,392.15 Service Charges Will Be Debited From Account 111 12345678901 Earnings Credit Allowance: The carculated value of balances maintained during the month, which can be used to offset balance-based service charges. The ECR is displayed on each corresponding detailed DDA statement. [Average Investable Balance x Earnings Credit Rate x (Days in Mo./ Days in Y~:)] Total Charge for Services: The sum of the charges for services rendered. This amount is detailed within the service analysis section. Will be either: A. Net Charge for Services: Amount due for services after deducting the total charge for services from the earnings credit allowance where the result is negative. or B. Net Service Credit: Amount of excess credit remaining after the total charge for services has been deducted from the earnings credit allowance where the result is positive. Account Number/Group Account Number: The DDA number for this statement. For groups, the account number designated to represent a group of accounts in a relationship. Page Numbers: Each page of the analysis is numbered consecutively and also reflects the total number of pages in the entire statement. Statement Period: The beginning and ending date of the statement. Account Number: The number of the individual or group DDA covered by this service analysis section. Service:This column lists all services used duringthe month. Services are grouped by product family. Number of Units: This column displays total volumes for each service used. For the FDIC assessment and negative collected balance fees, this amount represents the balance on which the service charge was determined. Unit Price ($): The price per unit of service is displayed. If accounts within an analysis relationship have different pricing for the same service, the services will be listed at each price for that service. For the negative collected balance fee, the rate will be displayed. Charge for Service ($): This column displays the total charge for each service. [No. of Units x Unit Price] Balance Required ($): The balance required to offset the current month's balance-based service charges. This amount is calculated by dividing the total charge for services bythe ECR, then multiplying bythe number of days in the year, and dividing by the number of days in the month. [(Charge for Service/Earnings Credit Rate) x No. o~ Days in the Year/ No. of Drays in the Month] Total Charge for Services ($):This amount represents the sum of all charges for services rendered during the month. Bank One, NA ABC COMPANY O AccourdNo: 111 12345678901 GROUP ACCOUNT CAP N N 001 574 2 09-09-2002 N O GraupAccount: 111 12345678901 (~ Page 2of 27 ~AUG I through AUG 3t, 2002 0 Service DDA Statement Pdni Additional Depository Services Dap Cks On-Us Dap Cks Local City Dap Cks Local RCPC Dap Cks National FRB Other Dap Cks Encoding Credits Posted Deposits Deposited Items Returned Wholesale Lockbox Services WLB Maintenance WLB Lockbox Deposits WLB Courier Del Svc Fixed Fee WLB Couder DelNery Service WLB Unpmcessables WLB Item W~th Copy WLB Attach Document WLB Check Clearing- Canadian Disbursement Services Cant Oisb Checks Paid Stop Pymnt Automahc Renewai Telephone Inquiry Service Analysis 0 0 0 0 Number ot Charge For Units Unit Price Se~vlca Balance Re.ulred Bank One, NA ABC COMPANY AccountNo: 111 12345678901 GROUP ACCOUNT Service Funds Transfer Services FT Voice Incoming Transfer FT Voice Outgoing OTC FT Voice Outgoing Rep Transtar FT Term Outgoing Rep Transfer Cash Corm Single Acct Chg Automated Clearing House ACH Credits Received ACH Debits Received ACH Addenda Records TTPS Federei Tax Payments TTPg Fed Monthly Report Reconciliation Services ARP CD ROM Media Fee ARP CO ROM Maintenance Check Image Capture Information Services Foreign Check Deposit (CAD) CM Stop Payment Initiation CMFW Detail Rpt 1= Acct CMFW Detail Rp~ Addl Acc[ Miscellaneous Services Balance Transtar Incoming ZBA Automated Credit ~) Total Charge for Services Service Analysis Number Of CAP N N 001 575 2 09-09-2002 N GmupAcceunt: 1tl 12345678901 Page 3 of 27 AUG I through AUG 31, 2002 Charge For Service Balance Reaulred 33 7.5000 247.50 157,519.62 2 55.0000 110.00 70.009.72 8 16.0000 128.00 81,464.69 31 0.2000 6,20 3,545.93 12 0.2000 2.40 1,527.46 9 0.0300 0.27 171.83 20 5,0000 100.00 63,§44.29 1 15.0000 15.00 9,546.64 1 50.0000 1 50.0000 1562 0.0400 3.5000 12.0000 125.0000 5 55.0000 50.00 31,922.14 50.00 31,822.14 62.48 39,764.95 3.50 2.227.55 12.00 7,637.31 125.00 79,555.36 275.00 175,021.81 88 1.5000 132.00 84.010.46 64 0.7500 48.00 30,549.26 4,107.87 2,614,424.63 Bank One, NA ABC COMPANY AccountNo: 111 12345678801 GROUP ACCOUNT CAP N N 091 576 2 0g~)9-2052 N Group Account: 111 12345678901 Page 4 o127 AUG t through AUG 31, 2002 Summary of Accounts Included In Analysis 111 12345678901 111 23456789011 111 34567890112 111 45678901123 111 56789011234 111 90112345678 111 67890112345 111 01123456789 111 78901123456 111 11234587890 111 89011234567 Average Collected Balance: The net sum of the daily ending positive and negative collected balances for the month, divided by the number of days in the month. The average collected balance is the average ledger balance less average float. Average Float:The difference between the average ledger balance and the average collected balance for the month. Bank One assigns float on deposited items based on our published availability schedules. Average Investable Balance: Sum of the average positive collected balance less reserve requirement (less loan compensating balances, if applicable). This is the balance on which the ECR is applied. Average Ledger Balance: The net sum of the daily positive and negative ledger balances for the month, divided by the number of days in the month. Average Negative Collected Balance: Sum of the daily negative collected balances for the month, divided bythe number of days in the month. This balance is used in determining the negative collected balance fee. Average Positive Collected Balance: Sum of the daily positive collected balances for the month divided by the number of days in the month. Average Year to Date: Sum of the balance analysis line calculations averaged for the calendar year. When an account is opened during the year, this column represents the average since the account was opened. Balance-Based Service Charges: Service charges that can be offset bythe earnings credit allowance. Balance Required: Balance required to offset the current month's balance-based service charges. This amount is calculated by dividing the total charge for services by the ECR, then multiplying bythe number of days in theyear, and dividing bythe number of days in the month. Balances Brought Forward: For accounts on a settlement cycle other than monthly, this represents the excess balances carried over from prior months to be accumulated within the current month. Balances Taken Forward: For accounts on a settlement cycle other than monthly, this represents the excess balances accumulated within the analysis cycle which will be carried over to the next month. Charges Brought Forward: For accounts on a settlement cycle other than monthly, this represents the amount of service charges carried over from prior months to be accumulated within the analysis cycle. Charges Taken Forward: For accounts on a settlement cycle other than monthly, this represents the amount of service charges accumulated within the analysis cycle which will be carried over to the next month. Collected Balance: Ledger balance less float. Credit Requirement: If required, the collected balance that must be maintained for credit services. The balance has been adjusted by the DDA reserve amount. Earnings Credit Allowance: Calculated value of balances maintained during the month which can be used to offset balance-based service charges. This amount is calculated by multiplying the average investable balance, times the ECR, times the number of days in the month, divided by the number of days in the year. Earnings Credit Rate: The rate used to value your average investable balance. Bank One assigns this rate at our management's discretion. The rate is usually based on the average of the current month's weekly auctions of the 91-day Treasury Bill rates and rounded down to the nearest five basis points, less management determined basis points. Excess/(Deficit) Earnings Allowance: Difference between the earnings credit allowance and the balance-based service charges. Excess/(Deficit) Investable Balance: The excess or deficit in balances remaining after the balances required to offset the current month's balance-based service charges have been deducted. FDIC Assessment: A pass-through fee based on each $1,ooo in ledger balances held on the last day of the month times the current premium rate. Fee-Based Service Charges: Service charges that cannot be offset by the earnings credit allowance. Float: The dollar amount of deposited items that have been given immediate, provisional credit but are in the process of collection from drawee banks. This is also called uncollected funds. Invoice: The first page of the analysis statement designates when service fees are to be paid by invoice versus direct debit. The analysis invoice will be found as the last page of the analysis statement. Ledger Balance: End of day balance after all accounting entries (debits and credits) have posted to your account. Multiplier: The balance required to offset one dollar of balance-based service charges at the prevailing ECR. To calculate the multiplier, take the number of days in the year divided by the ECR times the number of days in the month. After determining the multiplier, the balance required can be calculated by taking the balance-based service charges times the muitiplier. Net Charge for Services: Amount due for services after deducting the total charge for services from the earnings credit allowance where the result is negative. Net Collected Balance Position: The net collected balance position is the sum of the investable balance plus the reserve adjustment. For excess balances, these positive collected funds are available to your company to meet other corporate obligations. For deficit balances, this is the additional positive collected balance required to offset all service charges. Net Service Credit: Amount of excess credit remaining after deducting the total charge for services from the earnings credit allowance where the result is positive. Reserve Adjustment: The reserve adjustment is used for determining the collected balance position after offset of service charges. For excess investable balances, the reserve adjustment represents surplus reserves based on excess collected balances. For deficit investable balances, the reserve adjustment represents additional reserves based on deficit collected balances. [Excess/(Defidt) Investable Balance/(7-Reserve Rate) x Reserve Rate] Reserve Requirement: The portion of the DDA balances that must be set aside by the bank to meet reserve requirements. This amount is not available to offset service charges, and is calculated by multiplying the average positive collected balance times the current reserve requirement rate. Service Charge Amount: Service charge that will be debited from the DDA you have specified (or invoiced if applicable). Settlement Date: When the analysis billing period is greater than one month, this represents the day for which the analysis billing cycle will be complete. For example, a quarterly billing cycle may have the settlement date of March 31 on the January analysis statement. Total Charge for Services: Sum of the charges for services rendered. Total Net Services: Sum of the net charge for services plus or minus balances/charges brought forward. Unit Price: Price per unit of service. Average Collected Balance Avera§e Float Average Investable Balance Average Ledger Balance Average Negative Collected Balance Average Positive Collected Balance Average Year to Date Balance-Based Service Charges Balance Required Balances Brought Forward Balances Tal(en Forward Char§es Brought Forward Charges Taken Forward Credit Requirement Earnings Credit Allowance Earnings Credit Rate Excess/(Deficit) Earnings Allowance Excess/(Deficit) Investable Balance FDIC Assessment Fee-Based Service Charges Invoice Multiplier Net Charge for Services Net Collected Balance Position Net Service Credit Reserve Adjustment Reserve Requirement Service Charge Amount Settlement Date Total Charge For Services Total Net Services Unit Price 2,7 2,7 2,7 2,7 2,7 2,7 7 7 2,4,7 7 7 7 7 7 3,7 7 7 2,8 8 8 8 8 3,8 2,8 3,8 2,8 2,8 8 8 3,4,8 8 4,8 Bank Statement 0 Bank One Anywhere, NA Anywhere, USA I MULTI SITE CUSTOMER 100 SOMEWHERE SOMEWHERE, USA 2 Acct # 123456789 3 Taxpayer ID //999999999 4 May 1 through May 29, 200X Page 1 H.4I/E A QUESTION ABOUT YOUR STATEMENT OR YOUR ACCOUNT- RECEIVE CONVENIENT CUSTOMER SER VICE FROM A REAL BANK ONE BANKER 5 BANK ONE COMMERCIAL CHECKING Account Number 123456789 Number of checks paid Number of withdrawals Beginning balance $.00 6 Checks paid Number of deposits/addition 6 Other withdrawals $1,135.79 Interest paid this period .00 Deposits $21,139.73 Interest paid this year .00 Balance as of May 29 $20,003.94 6 Checks Paid Number Amount Date Paid Number Amount Date Paid 7 Other withdrawals including fees and list posted items Date Description 05-02 IDNXTOTarget 002 0456456456 0000000400 1,000.00 05-06 IDNXTO ACHDB 214 0024234234 0000100020 10.79 05-08 IDNXTORetum 018 0123 t23123 0000000322 10.00 05-15 IDNXTO Misc Fee 002 0456456456 0000000400 70.00 05-21 IDNXTO Check 018 0123123123 0000000322 25.00 05-29 IDNXTOReturn 002 0456456456 0000000400 20.00 $1,135.79 7 Deposits and other additions 05-02 IDNXFRTarget 004 0056056056 0000000000 2,000.00 05-08 IDNXFRDeposit 002 0456456456 0000000400 2,048.99 05-08 IDNXFR Deposit 018 0123123123 0000000322 3,738.41 05-09 IDNXFRDeposit 018 0123123123 0000000322 3,000.00 05-10 IDNSFRIDN Sum 004 0046046046 0000000000 8,352.33 05-29 IDNXFR Deposit 020 0456456456 0000000400 2,000.00 $21,139.73 10 Daily ending balance Date Amount Date Amount 05-02 $1,000,00 05-10 $18,118.94 05-06 $989.21 05-15 $18,048.94 05-08 $6,766.61 05-21 $18,023.94 05-09 $9,766.61 05-29 $20,003.94 Fees and charges Y~ur service charges~ fees and earnin~s credit have been calculated thr~ugh acc~nnt anal~vsis o E Bank One, NA North Texas Availability Schedule Policy The availability of checks deposited is based on the financial institutions where the checks are draw and the location where the deposit is made. · The cutoff time for same day ledger credit is 3:00 PM Central Time. · Items that reject from the high speed sorter will be assigned one day extra float. The availability of checks deposited at a branch will be based on thc processing time at the check clearing site. The availability, of pre- encoded checks deposited at the check processing will be based on receipt time. The Federal Reserve banking system does not allo~v [brward pt:oL'e,~ing of'any check item over $99,999,999.00. Bank One will handle any }uch items as a collection item, with customer credit and availability deferred accordingly. The attached availability schedule lists deadlines for pre-encoded deposits received at Bank One, Texas processing site I Bedford, Texas, Monday through Friday. Assuming no Holiday, deposits made on weekends before the Sunday deposit deadline of Noon will be available I to 2 days lather than shown in the schedule. For example, if the schedule shows immediate or one-day availability, those funds would generally be available on Monday. Bank One assign~ an additional 5% float factor to some items to cover unusual situations such as extreme weather conditions when checks may not be presented to the drawee banks. · Availability schedules may be changed without notification. NORTH TE."C\S PREMIUM COMMERCIAL AVAILABILITY SCHEDULE Sorted by Transit Routing Number DEADLI.NE I '~:00 p.m. 12:00 p.m. 7:30 a.m. !0:30 p.m. 2:00 p.m. 10:30 o.m. AVAIL~BILrI~' 0 0 0 l I):.;() p.m. 0 1:00 p.m. l , ):J0 p.m ;:30 a.m. !:00 10:30 p.m. 1:00 p.m, i0:30 p.m. 0 10:30 p.m. I !0:30 pm, 0 !0:30 p.m, 3:30 z.m. 10:30 p.m. U):30 p m. 0 3:30 a.m. 0 !:00 p.m. DESCI~FFION Postal Money Orders U.S. Treasury Wart:mrs E-Z Clew Bonds Boston City Windsor Locks RCPC Windsor Locks HDGS Boston RCPC Boston HDGS NWNE RCPC .New York City. New York Select City East Rutherford RC?C East Rutherford HDGS Utica RCPC Utica HDGS East Rutherford Country, Utica City Philadelphia City Philadelphia Select City Philadelphia RCPC Philadelphia HDGS Cleveland City Cleveland Select City Cleveland RCPC AV31LLB [LITy TR.~NSIT ROTTING NL,31BER($/ F..~,L~rOR 0000-0020.0(]00-0119.0000-0500 100"% 0000-0050, 0000-005 l 100% 0000-9000 100% 01~0 0111,0118.0119.021t 011t-0001.0010.0080.0091.0152. 0336. 0412, 0118-0105. 0418. 0119- 0044.0057.0065.0135.0140.0165. 0322,0367.0211-0032.0110.2211- 72t8 0112.0[13,0[14.0ll5 0t13~0060,0068,01§4,0203.0235, 0243. 0283.0201.0[15-000t.0033 01[6.0[17 0210.0260.0280 0210-0002,02L0-0008.02[0-(1012. 0210-0030.0260-0002.02n0-0012, 0260-0030 02t2.0214.0219 0212-0002,0009.0033,0216.0260. 02710501.0214-1063.0219-0032. 0235.0828,0852 02t3,0223 02t3-0001.0007.0038.0046.0262. 0539,0682,0943,0223-0016,0017. 2213-7079 0215.0216 0220 03L0,0360 03[0-0001,0310-0002,03t0-0003 0311.03[2.0313.0319 0311-0004.0009, O0 [ 5.00 [ 6.0017. 0020. 0022. 0026.0028. 0035.003:t, 0047, 0312-0073.0208. 0254.0277. 0305. 0760,0313.0046,0154,0234, 0281, 0319-0166.0168.0276 0410 0410-0068,0410-0103 { 0412 95% 95% 95% 05% 05% · : 95"% 95%, 95% 95% · 95% 95% 95% 05% 05% 95'h~ 95% 05% 05% 95% Page 1 of 9 NORTH TEXAS PREMIUM COMMERCIAL AVAILABILITY SCHEDULE Sorted by Transit Routing Number DESCRIP'llON TRANSIT ROUTING ~'W~.~IBER($) J DF_mUN~ FACTOR 0412-0008, 0014, 0044, 0055. 0066. 0108 0 56,0170 0200,0211.0382. 0089. 049 t, 0.~0 ~, 0687, 0704. 0924. 10:30 mm. 0 Cleveland HDGS 1343. 1381. 1503. 2412-7203 95% It):._,(, a.m. 0 Cincinnati City. } 0420 J 3:30 a.m. 0 Cincinnati Select City . j 04~ -0-004_ ' J , 95% [" 2:00 p.m. t Cincinnati RCPC 0421,0422,0423 I 95% 0421-0017.00la. 0023, 0028. 01 [9. 0422-0092. 0137.0194, 0204.0219. 0230, 0242, 0421. 0501. 0503, 0547. 10:30 a.m. 0 Cincinnati HDGS 0773. 1208.0423-0407 95% [ 10:30 rxrn. 0 Pittsburgh City. 0430 05% 3:30 a.m. 0 Pittsburgh Select City 0430-0026 95% 2:1}0 a.m. [ I Pittsburgh RCPC 0432. 0433, 0434 0433-01}73.0 [60, 0162.0173. 0249. - ~ · 0 Pittsburgh HDGS ,0:20 p.m. 0344. 0383.05 [3 '~ 95% I [0:30 pm. ') Columbus City 0440 )Sa J' 3:311 :t.m. 0 Columbus Select City 0440-0002 05% ":!)Il pm, I Columbus RCPC 0441.0422 95% 0441-0173. 0259.0832. 1509, 1512. 10:30 p.m. 0 Columbus HDGS 1544. 0442-0366.0454 95% 10:30 p.m. 0 Kichmond Citw 0510 95% 2:00 p.m. [ Richmond R. CPC 0514 95% 0514-0064.0072. 0073.0186. 0231. 10:30 n.m. 0 Richmond HDGS 0589, 0712 95% 2:00 p.m. I CharleSton RCPC 0515 95% [!1:30 p,m. 0 Charleston City 0519 95% I ):.~0 p.m II Baltimore City, 0520 95% 3:30 a.m. 0 Baltimore Select City 0520-0001 95% 2:00 p.m, I Baltimore RCPC 0521,0522,0540.0550.0560.0570 95% 0fi40-0003, 0004. )1)52, )055, I)[ 20. ] 0122. 0158, 0550-00l l. 0190.023.4-, 0270. 0302, 0309, 0320. 0560-0[07. 0l [ 1, 0126, 0424. 0479. 0738.0760. t0:30 p.m. 0 Baltimore HDGS 2560-7497 95% 10:30 p,m. I) Charlotte City 0530 95% 2:00 p.m. ! Charlotte KCPC 053[ 95% 0531-0002, 0025, 0030. 0035. 01149. 0052, 0055.0[ 12. 0127. 0139. 0152. 0156. 0t62. 0182. 0197. 0246.0348, 035 I. 0763. 0796.0798. 0858. 0920. ~ 14~:31) o.m. 0 Charlotte HDGS 0952. I040. 105[.2531.7158 95°',. Page 2 of 9 NORTH TE-~CkS PREMIUM COMMERCIAL AVAILABILITY SCHEDULE Sorted by Transit Routing Number DF_XDLINE 2:00 p.m. q:30 p.m. 10:30 10:30 p.m. 3:3{) a.m. 2:00 p.m. 10:30 p.m. 10:30 p.m. 2:00 p.m. U):10 p.m. pm. 10:30 p.m. 3:30 a.m. 2:00 p.m. 9:30 p.m. 3:30 a.m. 4.:q0 p.m. 6:30 p.m. 10:30 p.m. 2:00 p.m. 10:30 p.m. Il):30 o.m. 3:3{) a.m. 2:00 p.m. I 2:00 p.m. AVAILtBILfI~' l 0 0 0 0 0 0 l 0 0 1 0 0 0 DESCRIPTION Columbia RCPC Columbia HDGS Columbia City. Atlanta Atlanta Select City. Atlanta RCPC Atlanta HDGS Birmingham City Birmingham RCPC Birmingham HDGS Jacksanville City Jacksonville RCPC Jacksonville HDGS Nashville City Nashville RCPC Nashville HDGS New Orleans City Bank One, Louisiana New Orleans RCPC Miami City Miami RCPC Miami HDGS Chicago City Chicago Select City Peoria R. CPC Chicago RCPC TtL~NSFF ROI.TING NL~'MBER{S) 0532 0532-000 t. 0006, 0044. 0776 0530 0ol0 0610-000 t, 0610-0005.0610-0007. 06 l 0~00 l 0 06l 1.0612.06~3 06tl-0079.0116.0t24. t278.1327 0620 0621,0622 0~21-0081.0130,0349,0558,0622- 0053,0II4.0[29.0t36.0t49,0[57. 0181,0217,022~,0230.0233,0306, 0372,0373.0374.0375,0aO3,040m 0508,0536 0630 063t,0032 063t-0027.0003.0L15.02[5,03[9. 0469,0568,0612,0662,075[.0838, 06324012 0640 0641,0642 0641-0139,0155,0307,0435,0824. 0642-0076.009t,0132.0t45,0275. 036t.0434,059t, 07t9 0650 0650-0002.0060. 0652.00t7,002l. 0023,0036,0038.0040, 0044,0223. 0312.0361.06~4-0011,0013,0056. 0237,0507.1111-0002,0029.003l. 0076,0091.0103.0214,0286.0467 0651.0652.0653.0654,0655 0660 0670 0670-0[01.0243,0269,0308.0567. 0606,06L7,0623,0643,0713,0775. 0841,0858,0909. 1402,2670-0126 0710 0710-0001,0710-0003,0710-0015. 0710-0028.0710-0077 0711 0712,0719 /AVAILS. BII.I~' 95% 95% 95% 95% 95% 05% '3.<"',, 95% 95% 05% 05% 05% 95% 95% 95% 95% 95% 95% 95% Page 3 of 9 NORI'H YE.NL~.S PREMIUM COMMERCIAL ,&VAIL~.BILITY SCHEDULE fiurted by Transit Roudng Number h):30 p.m. 3:30 a.m. 2:00 p.m. 10:30 p,m. 10:30 p.m. 3:30 a.m. 2:00 mm. h):30 p.m. 3:30 ~.m. 2:00 p.m. 10:30 a.m. 10:30 a.m. 3:30 a.m. 2:00 p.m. 10:30 p.m. 3:30 a.m. 0 t~:30 om. 0 0:30 a.m. 0 2:00 0 I0:30 p.m. 2:00 om, 3:30 a.m. t~:31) p.m. (} ;11:30 p.m. 3:30 a.m. 6:30 p.m. t0:30 p.m. 7:311 a.m. 3:30 a.m. D ESCRI I~FIO N Chicago HDGS Detroit City. De:roit Select De=ok RCPC Detroit HDGS Des Moines City Des Moines Select City Des Moines RCPC lndianaootis City Indianamflis Select City lndianauolis RCPC Indianapolis HDGS Milwaukee City Milwaukee Select City Milwaukee RCPC Milwaukee HDGS St. Louis City St. Loui:¢ Country St. Louis HDGS Louisville RCPC Louisville HDGS St. Louis RCPC Little Rock Ci~ Little Rock RCPC Louisville City Memphis City Memphis RCPC Minneapolis City Minneapolis Select City. Minneapolis Country TR.~NSIT ROLLING NL,'MBER(S/ 0719-0488. 1141.1558. 1815. [904. t946. 2222. 2269,2302.2322.2328. 2382. 2414.2719-7001.7238. 7293 0720 0720-0009. 0720-0033.0720-0091 0724 0724-0005. [292.1329.[333. 1360 0730 0730-0017.0730.0022.0730-0054 0739 AVAILS, BI Lrl~ FACTOR 95% 95% 959';, 95% 95% 95% 95% 0740 95% 95% 95% 0740-000 I. 0740-0006 0749 95'% 0749-00 [9. 0027.0 t 74. 0357.03Or~, 0412.0465.0616.0910. It00. 1247. '--'.~ 1248. 1257. 1317. 1337. 1346 95";, 0750 95% 0750-0001. 0750.0002 95% 0759 95% 0090, 0[27.0!54. 0272, 0600. 0819. 082[, 0957. 099[. [052, [ 120. 1160, 1216 95% 0810 95% 0812,0815.0865 95% 0812-0827, 2149, 0815-0049, 0140. 0142. 0289. 1769. 1789. 0819-0221 95% 0813.0839.0863 95% 0839-0165. 0839-0426 95% 0819 95% 0820 95% 0829 95% 0830 0840 0841.0842.0843 0910.0960 95% 95% 95% 95% 95% 95% 10:30 p.m. AVMLt. BILi'I~' Minneapolis HDGS 09 t0-000 t. 0910-0002, 0960-000 t 0911.0912.0913.0914.0915 0912-1592.0913-0002.0914-0850. 0918-0029.0030.0919-0034.0046. 0053. 0102.0149.0188.0197 Page 4 of 9 NORTH TE,~L\S ?RE.MIUM COMMERCL&L AVAILkS[L[TY Sorted by Transit RoutJ~g Number I) 'E.~d3 LI NE AVAILM3 ILI'I~' ..0 ) p.m. t [0:30 p.m. 0 b):30 o.m, [ 2:00 pm. ~ i0:30 ~:~0 ~.m, 'x~0 p.m. 0 0 DESCRIFTION Minneapolis RCPC Helena City. Helena Cotmtry Helena RCPC Helena HDGS K.msas City Kansas City Country. !4:30 p.m. 0 Kansas City HDGS 3:30 a.:n. 0 Denver City 3:30 a.m. I ~:31) a.m. ~,:00 p.m. 0 0 0 ~k30 p.m. ):30 a,m, ;:30 a.m. Denver HDGS Oklahoma City Bank One, Oklahoma Oklahoma Countw Oklahoma HDGS 0 Oklahoma RCPC h):30 p.m. 0 Omaha k30 a.m. 0 Omaha Select City. 3:30 a.m. I Omaha Cauntr7 Dallas City 0 Bank One. Texas 7:30 a.m. 2:'30 2.m. I Omaha RCPC il):30 p.m. II Omaha HDGS n:30 mm. 0 Denver RCPC 0 TP,.kN'SIT ROI.TiNG NL.'MBER(S) 091~,0919 0o20 092l [ 0920 0929-0002.0017,0038.0047,0085. 0168.0455.0516.0527 lOLO 1011,1012.1019 1011-0002,0004,0016,0166,0t83. 0743. 1226. 1012-0039,0051.0062. 0005, 0112.0115.0568. [156.1019- 0t58.0182.0~6[ t020 [021. t022.1023 11121-0040. 009l, 0151. 0164, 0254, 0400. 0454, 0465. 0526. 0581.. 1022- 0022, 0124, 0252, 1070-0002, 0007, 00[9.0032~0035.0070. 0079,0125. 0[~7.0180.0250.0253, 0301.0329. 036[, 0364,0435.0438.0463,0504. 0549, 0580.0592,0630 1030 1030-0019,0064,0205,0226.1030, 103t-0164, 1039-0001,0136 t031 1031-0082.01t5 L039 04t) 1040-0001 104l JO~-OOOa, ootS. 011g. I)laS, 1304, £322 FACTOR 95% 959'o 95% 95% 95'% 95% 95% 95% 95% 100% 95% 95% 95% 95?;, 05% 95% 95% 1070 95'% I t 10 1110-0061. 1119-0005, 1149-1978 100% Page 5 of 9 NORTH TEX. kS ?RE~ .'M COMMERCI&L .&VAIL.&BILITY SCHEDULE S >fred by T~ns~t Ruunng N umber I)EADLINE A'v'AILtBILITY DESCRIPTION TIUk'~/SIT ROUTIN; N'L,'MBERifi) FACrOR 11 ! 04)001, 0002. 0075, 0077, 009-I'. 0096, 0098, 0[03.0115. 0396.043[. 0793. 097l, [017, 1361. i585. 1729. 2159. 1 I. 0090, 0093, 0094. 0148. 0235, 0352.0436, 0437, 055a. 0636, 0819. 103a. [ 236. 146 l, 2256. 2260. I 11%0010.0023, 0062. 0065. 0067. 007l, 0167. 0364, 0457, 07-~.. 0919, 0969. it !2. 114.6. 1384. [405. -o..., o. 1430. 1>.~~. 1592. i609. I710. 2186. ~*-~ "~94 l/20-0015. 1 t-3-_.o0, i 1304001, 0002, 00'18. 012~. {)[aa, 0294.03L2. 0500. 115 ) . )635. 1054, L135. La33. t482. llo6, 1578. t598, L625, 1787. 2307~ 1131-0004. 0050. 0257. 029 L. 0667, '-, 2287.23,'17. 1 [41)-000[. 0008. 000q. 111171, 0077, 0079. 0081, 0085./1086. 16 [4, 17 [ 2. t 149-0032. 0234, 0289. 0391.04[ 1, 0459, 0470. 11930, [008. 1228, 1271, 2093.21 L7.2149. 2L65. 21,'t0. 2377, 1163-0389. 101.3. L046. 1465, 2293, 3110.7314, 93 [2. 3119- 9323, 3130-7376. 9301.3140-7298. 2:00 0.m. 0 Statewide Clearinghouse 3149-7447 [00% I 12:00:~.m. { 0 J Dallas RCPC 1[11,1[19 I 100% Page 6 of 9 N )RTH TEXAS PRE.MH~'M COMMERCIAL AS.ML.kSILIT S(-,,EDL'LE So~ed by Transit Routing' Number FACTOR 111 l-0OqO, 0 [37.0 [77. 0351. 0474, )/,'l ~ 1119-0025. 0045, 0052, 0054. 0057, 0058 )0.v 0060, 0078.0 L.15. 0[5 , )[S6.0152.016&.0190.0t91. I 0t')7 0200 )~[' 0_.,,0_~,,0_4~. I 03 [5, 0323, 035L 0o~. 0~.,. 0404. 044 [. 04;]5' 0509, 0523, 0539, 0560 )50 . 0571 0576, 0600.0o03, )604 )6 6 03TM 0632. 0634.0662, 0685 )714,0719 0 t)7~j, 077[, 07]7. 0788. 0817, 0833, 0830.0895. 3928. 0936 0000. 000[, 0q00. [0O0. 1005. 102h, 1060, t0{)2, 1249. t~_5, lea_, too& 1368. [379, il)2 1421,[428,1468. 148~. 1503 [)__, t539,1556.1562. t5~5. 15a3, to65. 1669, 172t, 1732. t73~), toe3, 2069. 2032, 2076.2[23. 2178. 2277. -a.¢, 2330. 2360. 238'). 2393, 31 t 1-75 [2.3 t t9-7975, 8900. 1:30 t,m. 0 Dallas Select ~CPC 92')0 100'h, 1 [ t3-0088.0 [ [3.1 [ 19-0075, 0 [23. 0[30, 0[55. 0390. 0760. 0963. 1055, 1474. 1635. 1696. 1714, [917,31[9- ]:3il Lin. d Dalla:~ Sc!cc: ~CPC 7223 11)0'% I [ [ l VJ-0450, 3[ [ [-7584, 7594, 7598. 3113-765 . 7675, 7676, 7678, 7685. 7791, 8084, 820g, 8596, 871)6, 8711, I :1787, 3119-770 ~. 7702, 7320, 7087. I I I :{ 1~6, 3169. :4 ', 72 8 [')3. ;~ I%. 8203, ~ _4~, 8_~.. ~_.. 8~_~,~533, 8585. [ J %37. 8778.8;D3. 8985, 9005. 9020. 9038, gO40, 905[. 3123-8530, 3 t311- 8061. 8062, 8064. 8290, 8M6, 8M ). 8322. 8325, 8400 8507, 8549.87-o, I 8729, 9056. 9209, 92[0, 9327. 3131- 7748, 7766, 85[9. 8745. 8760. 8762. . 8971, 3140-8550. 8853, 8859, 8874, J 3149-77[6. 7717. 7797, 7835.7~39. 784[. 7862. 8087. 8088, 8534, 8629. ~_ 3:30 a.m. 0 Fexas Credit Union League 8630. 8737. 31634639, 8648, 8673 Page 7 of 9 NORTH TEX.'.S PREMIUM COMMERCIAL AVAILAB{LITY St-'HEDULE Sorted by Transit Routing Number AV3iL",BI~ DF-kDLINE ;~V.qlLU]IL-rl~' DESCR. IPTION TR, L'~SIT Rt)LTING NL3IBER($) '~430 p.m. I 0 Dallas Countr,: [ 113 ] I00% -- [i13-0 43.0t0.. 0173. 0209, 0236. 0237. 0254. 02531. 0260. 0283, 0284. 0o ;I). 030 [ I)3 [ [. 0348 0349. 0360. 0374. 0405. 040t~. 0430. 0434.043,'3. 0440, 0460. 0463. 0491.051 [. 0557. 574 0585. 0005, 0008.06i9. 0655. 00St). 0675. 0637, 0725. 0726.0743. 0748. 0758. 0766. 0784, 0805. 0821. ),'I,_ 0873, 0903. 0923. t0~.. ltL.~. 103q. 1080. l }84 1086. 1087. 1141. t[45. it62. 1174. [178, t 17'). L184. 2/3 t~0o. 1_I,3. t220. t~>.. 1457. 14o3. 1501. 1579. 166l. I )>~. ~000..O.l. 2034, 2067, 2080. 2002. 21 )4. 2105. ':' 100, 211~4.217t.2 72.3t81 2L82.2igS, 2257, 2266. 2272.3-"74 ~'~,i~ 23 }1 2303. 3363. 236g. ~~/.,. _:,10. 10:30 p.m. i) D:l[[,1s Select Countc,. 2390, 2392. 2395.3113-8085 I It 13-0095.01 t2.073l, 1131. 3431) x.m. 0 West l'exas Selects ~"$8 ~99 3:34) l.m. El Paso Civ., t t20 100". j he31) p.m. El Paso RCPC 3:30 a.m. I) Houston City Ill:31) ~.m I) Houston R. CPC 3:?,,0 a.m. I,):3t) p.m. San Antonio Cie/ San Antonio RCPC 122,[ L23.[ los 100% 130 I 31 141) t49 t49-00 ~:,, } ~ m Texas State Warrants I t x.~' ' ) a.m i) [ San Antonio Select RCPC t [49-0272.3 t49-7066 ' i00% 6:30 ¢.m. 0 San Francisco City t2[0 05% 34311 a.m. I 0 San Francisco Select giq/ t2 0-0004 t2t0-0035. 12 [0-0057 95'% ,x31) ;~.m. } 0 San Francisco RCPC 12l t.1212.!213 95% h:3(t p.m. I San Francisco Coun r7 1214 952':, ti):30 ~.m, 0 Los Angeles City ?"? ?? t~~O, t.~3 05% t:31) x.m. I) Los ~M~geles Select City 1220-0004. l.-0-00_1,?? '? 1220-0066 05'% Page 8 of 9 NORTH TEXAS ?REMIUM COMMERCL&L AVAILABILITY SCHEDULE Sorted by Transit Routing Number A~:&IL~,BILrl~ ~:O0 pm. 0 -:30 a.m. J 0 g:30 ¢.m. I 0 L0:30 p.m. t 0 3:30 a.m. 0 2:00 0:30 p.m. 3:3() a.m. DESCRIPTION TR.~NSIT ROLTING NU,'MBER(S) Los Angeles RCPC l__ 1.1 .... l,~.l 9. ,~ [ 22 [-0001,0002, 0170 L ,o Los )mgeles Select KCPC Los ,-Lngeles HDGS Portland City. Portland Select City Portland RCPC Portland HDGS 1222-0144.0a77. 1224-0072 t230 1230-0012. L230-0022 1232-0651 1240 FACTO R 95% 95% 95% 95% I) Salt Lake Ciw 05% 2:00 p.m. [ Salt Lake RCPC l_4 [.[_4~.1_.1~ 95% Seattle Cit~: 1250 95% Seaale Select CiD' 0 I 250-0002. 1250-0003 [,):)1) .).m. 95% ::01) p.m. Seattle RCPC l_. 1./_5_ o5% 3:3t) a.m. *) Bnk at'A. menca -Tray. Ck 8000~000l 95% 10:30 p.m. F'rs Chicago - 'Visa ,"1000-0002 0 () Reuubiic National "'l- ='. 95% j [,31)'!:, Thomas Cook 8000-1)006 J 95% Citibank 8000-001)8 952'0 Barclays 8000~00 l0 95% MasterCard [ntemtL 8000-01) t l I1):30 [I):30 p.m. j' 10:30 a.m. i[I):30 p.m. E):30 p.m. ;. ?0 ~.m. I'):31) ~m. J 95% Arab Banking Corp. 80~0-00 t3 J g5% Page 9 of 9 F meo~ '~' · '~).~ ..: .~' n," ~. '['" .E ._~ (" ,. "'m''° t'' (.3 o.m · o '- ~'-- · o'~ ~- e~o,.- e." ~o''''°'''::'''~ ~ °""~ ' 0=- -~, .~,,- ~," · ~ o .-~ H L BANK ON~ RETAIL LOCKBOX ACOR-11 STANDARD DETAIL REPORT WORKOF:11/17/2003 PAGE: 1 DDA NUMBER 123456789 DBA NAME ABC COMPANY LOCKBOX NUMBER 1234 LOCKBOX NAME ABC COMPANY I Y102 LOCK BOX NO. OF NO. OF NO. OF DEPOSIT BATCH # COUPONS CHECKS TRANS, AMOUNT 106 4 4 4 199.20 101 7 7 7 579.29 410 7 2 2 2,300.00 BATCH TRANSACTION PAYMENT PAYMENT TRANSIT CHECK CHECK OCR NO. NUMBER AMOUNT DUE NUMBER ACCOUNT SERIAL ACCOUNT 100 0042 41.50 41.50 0719~2~68 1{~030405 1234 {~00123312 100 0065 33.20 33.20 071~.2968 0204060809 2468 1234567890 100 0055 58.10 58,10 071915580 1059709(]60801 13579 1111111111 100 199.20 19920 101 0086 33.20 101 0067 38.18 101 0070 136.95 101 0056 244.85 101 0014 63.86 101 0034 53.95 101 0029 8.30 33.20 0710(30013 100000405 987654321 0(X)0123312 38.18 271070801 000406~09 24682468 1234567890 136.95 071925745 1~50709060801 1357913579 1111111111 ~n~ 579.29 579.29 410 0002 390,00 410 00O2 311.00 410 (~01 329.00 410 0002 311.00 410 0002 311.00 410 0002 346.00 410 0001 362.00 410 2,380.00 2,360.00 WHOLESALE LOCKBOX DEPARTMENT CUSTOMER SUMMARY DETAIL REPORT WORK OF: -0E05/2003 PAGE: 1 DDA NUMBER LOCKBOX NUMBER LOCKBOX REFERENCENUMBER 31465 41459 42831 000000000 111111 DDANAME XYZCOMPANY LOCKBOXNAME XYZCOMPANY DEPOSIT ITEM AMOUNT COUNT 7,668.58 2 6,647.40 2 TOTALS 47,373.45 15 OKLA (A) ITEM REF- NUMBER NO. 31465 31465 REMITTER NAME ARAMARK CHECK CHECK AMOUNT DATE 4,200.32 04/2~1999 CHECK ACCOUNT SERIAL NUMBER 1898856 08777110008956 31487 31487 ACCO BRANDS 4,200.32 04/27/lg99 1898856 08777110008956 1898856 08777110008956 2 32940 ACCO BRANDS 4,200.32 04/27/1999 3294O LCCKBOX NAME : COMPANY MANUFACTURING, INC, REFERENCE NUMBER : 21001 ~-EM COUNT : 13 1. 177.17 2. 17.93 3. 71.11 4. 488.42 5. 7,891.46 6. 0.32 ~ ACCOUNT NUMBER : 8122-0054 LOCKBOX NUMBER : 8977 COLLAR AMOUNT : $14,326.55 USD LOCKBOX NAME : COMPANY MANUFACTURING, INC. REFERENCE NUMBER : 21001 TRANSIT ROUTING NUMBER : 569998763 DEPOSIT LOCATION : ITEM COUNT : 13 we have credited your account for the above Lock Box deposit COMPANY MANUFACTURING, INC. 2222 EXECUTIVE ST. LAS VEGAS, NV 89231 ACCOUNT NUMBER : 8122-0054 LOCKBOX NUMBER :8977 DOLLAR AMOUNT : $14.326,55 USD INITIAL REFERENCE GUIDE Lockbox Name = Client's Name Reference Number = Number of This Batch Item Count = Total Check in This Batch Account Number = Client's Deposit Account _ockbox Number = Client's P.O. Box 3ollar Amount = Batch/Deposit Total (dollars) Date of DepositJBusiness Date ~istintg of Individual Checks in This Batch Lockbox Name = Client's Name Reference Number = Number of This Deposit transit Routing Number = Internal Sort No. Deposit Location = Not Applicable Item Count = Total Checks in This Deposit WORK OF: 12/03/2003 DETAILS~CITY OF DENTON TAX PAGE: 1 DDA NAME cDTNT (961083) LOCKBOX NAME CITY OF DENTON TAX LOCK BOX NO. OF NO. OF NO. OF BATCH # COUPONS CHECKS TRANS. 1 I 1 1 575.10 2 76 76 76 ~2,474.52 85 12 7 6 5,563.17 84 83 48,812.79 BATCH NO. TRANSACTION OCR NUMBER ACCOUNT 1 0001 00000216146 2 0001 00000196475 2 0002 00000103045 2 0003 00000920634 2 0004 00000192149 2 0005 00000221895 2 0006 00000033110 2 0007 00000021092 2 0008 00000035695 2 0009 00000211004 2 0010 00000205865 2 0011 00000031445 2 0018 00000030000 2 0013' 00000022324 2 0014 00000022297 2 0015 00080221867 2 0016 00000102803 2 0017 00000102688 2 0018 00000173426 2 0019 00000175376 2 0020 00000023044 2 0021 00000030675 2 0022 00000030015 2 0023 00000026066 2 0024 00000901736 2 0025 00000033945 2 0026 00000025436 2 0027 00000216170 2 0028 00000915716 2 0029 00000907407 2 0030 00000244884 2 0031 00000034454 2 0032 00000026062 2 0033 00000238264 2 0034 00000025420 2 0035 00000020842 2 0036 00000028169 2 0037 00000105306 2 0038 00000189966 2 0039 00000518373 2 0040 00000103146 877.70 877.70 111000614 1574763858 961.93 961.93 111000614 9332059085 30.41 30.41 322077795 081545907 1,057.53 1,057.93 111911321 2103372 698.22 698.22 101000019 145017803 CHECK SERIAL 1535 2619 4113 012816 3495 0435 0826 3943 1278 1747 1545 3030 1287 9583 2348 0795 2896 2895 0158 0159 1047 2777 1081 1283 007774 WORK OF: 12/03/2003 DETAILS-CITY OF DENTON T~d( PAGE: 2 BAi~K ONE - RETAIL LOCKBOX DETAIL REPORT -COUPONS DD~ N'~ER 1562622132 L dX NL~4BER 961083 BATC~ T~SACTION OCR NO. NL~ER ACCOUNT 2 0041 00000104217 2 0042 00000190000 2 0043 00000022795 2 0044 00000231464 2 0045 00000180778 2 0046 00000029760 2 0047 00000021362 2 0048 00000020980 2 0049 00000021163 2 0050 00000914531 2 0051 00000146418 2 0052 00000120512 2 0053 ~0000102914 2 0054 00000030551 2 0055 00000022608 2 0056 00000027737 2 0057 00000028265 2 0058 00000032424 2 0059 00000146081 2 0060 00000024153 2 0061 00000023718 2 0062 00000227661 2 0063 00000025315 2 0064 00000104239 2 0065 00000024764 2 0066 00000102778 2 0067 00000514112 2 0068 00000215671 2 0069 00000031585 2 0070 00000930590 2 0071 00000919700 2 0072 00000215809 2 0073 00000231447 2 0074 00000152141 2 0075 00000031428 2 0076 00000030497 2 85 0001 00000081500 85 0001 00000081501 85 0002 00000029267 85 0002 00000025174 85 0003 00000031494 85 0003 00000031493 85 0004 00000103078 BS 0005 00000031654 85 0005 00000011677 85 0005 00000033793 85 0006 00000118369 85 0006 00000901857 85 553.88 553.88 111000614 7332208016 0711 798.81 798.81 111000614 647194109 5033 833.29 833.29 111904817 2147467 1365 848.27 848.27 063210125 2079900152333 3521655502 887.57 887.57 111900659 4201011451 0605 410.78 410.78 111911321 4001046 1134 353.76 353.76 111907144 1068520 1705 359.61 359.61 111907144 1068520 1706 248.58 248.58 111907144 1068520 1707 226.28 226.28 111000614 0330009903 010348 628.96 628.96 111917309 0204188 3238 1,277.91 1,277.91 311987786 1145639911 4497 602.77 602.77 311980725 0000048707 5382 511.63 511.63 111902000 2229129 5298 644.85 644.85 111900658 5683170842 2286 890.43 890.43 111000025 000305083572 1167 569.30 569.30 044000804 041170364591 2719 690.74 690.74 314970664 3315025357 0976 592.00 592.00 111900659 5691591643 1582 637.38 637.32 111900659 9691550029 5358 339.56 339.56 111000614 1885494961 1019 1,302.25 1,302.25 111000025 004796805285 3488 434.24 1,059.10 314970664 0035096964 2405 521.27 521.27 311980725 0000039446 2149 551.40 551.40 111900659 5691012293 5667 503.64 503.64 111000614 1883211342 3025 113.09 113.09 111900699 9582535019 2024 755.04 755.04 111900659 4201005776 0450 410.78 410.78 314970664 0030012404 2817 34.53 34.53 111900659 4201013655 1674 162.25 162.25 111000025 004771510689 2313 1,135.81 1,135.81 111000025 004772636180 0909 866.78 866.78 111000025 004795998928 1110 685.37 669.37 111000614 1595190693 1180 340.85 360.85 111800659 5695206305 1003 735.93 735.83 111904817 2093200 1963 41,850.26 42,474.52 251.88 251.88 111000614 1560779777 268.18 268.18 111000614 1560779777 765.95 765.95 111000614 0332010545 493.76 493.76 111000614 0332010545 82.26 82.26 111914849 340191002501229 535.44 535.44 111914849 340191002501229 838.16 838.16 111900659 5691225689 431.42 431.42 111900659 5691632207 471.00 471.00 111900658 5691632207 948.64 948.64 111900659 5691632207 5,563.17 5,563.17 0638 0638 3012 3012 3401 3401 2810 0207 0207 0207 013450 013450 47,888.53 48,612.79 i 1 1 1 575.10 2 7~ 76 76 42,474.52 85 12 7 6 5,563.17 84 83 48,612.79 PAGE: 6.03 6.23 9.88 30.41 34.53 45.04 66.47 113.09 147.06 184.68 226.28 256.37 280.99 307.32 339.56 340.56 340.85 348.58 353,76 2 0018 2 0019 2 0028 2 0030 2 0003 2 0070 2 0024 2 0039 2 0067 2 0022 2 0071 2 0006 2 0050 2 0049 2 0011 2 0029 2 0032 2 0061 2 0031 2 0075 2 0012 2 0047 2 0048 2 0014 2 0046 2 0069 2 0008 85 0004 85 0004 2 0035 2 0025 85 0006 2 0026 2 0066 2 0054 2 0013 0001 0001 0001 0001 0001 0001 0001 0001 0001 0001 0001 0001 0001 0001 0001 0001 0001 0001 0001 0001 0001 0001 0001 0001 0001 0001 0001 0001 0002 000l 0001 0001 0001 OOOl 0001 0001 0001 0001 0001 0001 0001 0001 0001 0001 0001 0158 0159 5460 loo5 012816 1674 007774 4402 2024 1081 2313 0826 111907445 111907445 111911321 111911321 522077795 111900659 111900659 311980725 CHECK ACCOUNT 16811122 16811122 2030500 022117170 081545907 4201013655 5690468371 0007004391 WO~ OF: 12/03/2003 DD~ N73MBER 1562622132 L 9X NUMBER 961083 DDA NAME CDTNT(961083) LOCKBOX NAME CITY OF DENTON TAX 583.79 2 0021 0001 2777 103100959 552.00 2 0059 0001 1582 111900659 602.77 2 0053 0001 5382 311980725 617.70 85 0003 0001 3401 111914549 628.96 2 0051 000I 3238 111917309 637.32 2 0060 0001 5358 111900659 644.85 2 0055 000I 2286 111900659 672.70 3 0016 0001 2896 113000023 678.05 2 0037 0001 1003 111900659 685.37 2 0074 000I 1180 111000614 690.74 2 0058 0001 0976 314970664 698.22 2 0005 0001 0439 101000019 702.52 · 2 0009 0001 1747 111001150 728.61 2 0015 0001 0793 111506271 739.93 2 0076 0001 1963 111904817 755.04 2 0068 0001 0450 111500695 755.57 2 0017 000I 2895 113000023 764.93 2 0034 0001 3697 111900659 777.21 2 0038 0001 0172 031100157 798.81 2 0042 0001 5033 111000614 505.25 2 0027 0801 1533 111900659 833.29 2 0043 0001 1365 111904817 848.27 2 0044 0001 3521655502 063210125 866.78 2 0073 0001 1110 111000025 877.70 2 0001 0001 2619 111000614 887.57 2 0045 0001 0605 111900659 890.43 2 0056 0001 1167 111000029 913.62 2 0033 0001 0875 314970664 913.90 2 0010 0001 1545 111000025 961.93 2 0002 0081 4113 111000614 1,033.76 2 0040 0001 5449 111000614 1,035.14 2 0036 0001 4572 111906006 1,057.93 2 0004 0001 3485 111911321 1,059.10 2 0063 0001 2405 314570664 1,135.81 2 0072 0001 0909 111000025 1,259.71 89 0002 0001 3012 111000614 1,277.91 2 0052 0001 4497 311587786 1,302.25 2 0063 0001 3488 111000025 1,851.06 89 0009 0001 0207 111500659 CRECK ACCOUNT 0426364 5691591643 0000048707 340191002501229 0204198 PAGE: 000000000112/03/2 000000000212/03/2 000000000212/03/2 000000000212/03/2 000000000212/03/2 0 900000212/03/2 0~000000212/03/2 000000000212/03/2 000000000212/03/2 003000000000000002161460000000000057510000000000005751000000000 003000000000000001964750000000000087770000000000008777000000000 003000000000000001030450000000000096193000000000009619300000000 003000000000000009206340000000000003041000000000000304100000000 003000000000000001921490000000000105793000000000010579300000000 003000000000000002218950000000000069822000000000006982200000000 003000000000000000331100000000000018468000000000001846800000000 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Icj WORK OF: 12/03/2003 BANK ORE REMITTANCE PROCESSING PAGE: LOCKBOX BATCH RECAP REPORT 961083 961083 961083 1562622132 1562622132 1562622132 DEPOSIT BANK NUMBER REFERENCE NO. OF NO. OF NO. OF TRANS. COUPONS C~ECKS 0001 2 0001 85 76 76 76 8 12 7 575.10 42,474.52 LOCK BOX TOTALS 83 89 84 48,612.79 BANK~ONE BANK ONE Treasury Management Services Proposal Presented to: The City of Denton Randell McDonald Banker 940-381-7425 Diann Kinson Treasury Management Officer 817-548-3067 BANK~ONE December 9,2003 Confidentiality Statement B,4NIC ONE Confidentiality Statement The information contained in this proposal is to be treated as confidential and proprietary to Bank One. This material is intended only for the use by the party to which it is provided, and may be shared only with the employees and advisors of such party, who agree to maintain the confidentiality of this material. 2003, Bank One Proprietary and Confidential BANK~ONE Executive Summary BANK ONE Executive Summary Introduction Today's business environment is more competitive than ever before. To stay ahead of the competition, you must be prepared to take advantage of every opportunity to enhance your bottom line, including skillful management of your company's cash. By actively managing your cash, you can put funds to profitable use, without compromising your day-to-day financial operations. A successful Treasury Management program designed by Bank One can help you achieve this objective by providing a program to optimize your cash flow and save you money. At Bank One, we can help you maximize your available cash through a wide variety of services. With our help, cash will flow into your company faster, and more cash will stay in your company where you can put it to profitable and productive use. You'll have better, up-to-date information about your account balances and activity to make informed decisions concerning disbursements, investments and debt service. Whether you're managing the assets of an emerging business or an established firm, you need the strength and ingenuity of a resourceful banking partner who can make your company's cash work as hard as possible. BANK ONE Treasury Management Services Overview Information Services Account Analysis Bank One's Account Analysis program provides unlimited checking account transaction privileges at competitive prices. <COMPANY> will receive an attractive earnings credit, based on average collected funds and the Bank One earnings credit rate, that can offset the cost of maintaining the account, as well as other Treasury Management services. Electronic Account Analysis Electronic Account Analysis offers <COMPANY> the flexibility of receiving account analysis detail electronically eliminating, the need for a paper statement. This ANSIxl2/EDI 822 file can be transmitted via mainframe, PC, third party vendor, or customer initiated dial-up. The once cumbersome task of identifying and reporting bank service fees and their associated charges has been made considerably easier thanks to TMA (Treasury Management Association) Service Codes and this service feature. Account Reconciliation Service Account Reconciliation Service (ARS) gives you the level of detailed information you need -- including checks issued, paid and voided, deposits and fraud control -- to efficiently manage and monitor disbursement accounts. ARS detailed account information is available on a monthly, weekly, or even a daily basis. Your Treasury Management Sales Representative, <REPRESENTATIVE>, will help you select the ARS services that best meet your needs. The One® ConnectionsM The One® Connectionsu is a complete information reporting and treasury management service that can accommodate all your reporting requirements, including ledger balances, collected balances, total debits and credits, transaction detail, lockbox deposit reporfmg and more. The One® Connectionsu operates 24 hours a day and is easy to access through your PC. Bank One offers both intemet and modem based PC access to accommodate our customer's unique needs. The One® Connectionsu makes it easy for you to determine <POSS CO NAME> cash position early each morning so you can identify excess cash for investment and funding needs. BANK-----ONE Collection Services Automated Clearing House Collection Automated Clearing House (ACH) Collection offers fast and cost-efficient ways to convert your receivables into working cash by electronically transferring funds from your customers' accounts to your account at Bank One on specified dates. Cash Center/Vault Commercial Vault services are available to handle all your coin and currency processing needs. Cash Concentration With ACH Cash Concentration, you can concentrate funds from field locations or regional lockboxes into a centralized Bank One account for greater control and improved efficiency of your cash flow. Multi-Site Depository Services Multi-Site Depository Services offer retailers a convenient and safe means of depositing checks and cash after regular banking hours. Our banking center night deposit sites located throughout Texas provide the convenience you want with the security you need. Retail Lockbox Service Speed the conversion of remittances into cash with Bank One's Retail Lockbox Service. Using the most advanced processing technology, our Retail Lockbox Service helps you improve your funds availability and information flow by reducing your mail processing and check collection time. }Yholesale Lockbox Service Wholesale Lockbox Service accelerates the collection of incoming remittances by establishing a unique zip code for your customers to use when mailing payments. Bank One collects the payments at frequent, regular intervals from the post office and deposits the checks directly into your Bank One account. BANK ONE Disbursement Services Automated Stop Payment Service This service gives <COMPANY> a direct link to Bank One's demand deposit system so you can check to see ifa check has been paid or initiate a stop payment. Automated Clearing House Disbursement Service ACH Disbursement Service reduces the mount of time you spend writing and processing checks and helps you maintain greater control of available funds until they are needed to cover your disbursements. Direct Deposit of Payroll Service Bank One's Direct Deposit of Payroll Service provides an efficient, electronic alternative to costly payroll check processing by eliminating pap~ checks. Controlled Disbursement This service eliminates the uncertainty of daily clearings by notifying you each morning of the total amount of checks to be paid on your account. You then can provide the funds to cover only checks to be paid, and use surplus cash for other purposes. One Sweep Investment With One Sweep Investment l~om Bank One, excess funds are automatically swept into a preselected investment. In the morning, these funds and interest earnings are available again for your use. BANK ONE Bank One's Treasury Management Commitment Bank One, NA is a leader in providing quality Treasury Management services. By focusing on the needs of business customers, we consistently deliver innovative solutions to serve the diverse and changing Treasury Management needs of companies like <COMPANY>. We do this through our commitment to providing quality Treasury Management products and services to your business. At Bank One, we will tailor a comprehensive Treasury Management program to help <COMPANY> meet its goals and objectives. Your Treasury Management Sales Representative, <REPRESENTATIVE>, will work with you to: · review and evaluate current and alternative systems and procedures · prepare a cost-benefit analysis based on <POSS CO NAME> unique characteristics · formulate specific recommendations to optimize your cash flow · assist with scheduling, implementation and control to turn recommendations into solutions. BANK ?ONE About BANK ONE CORPORATION BANK ONE, headquartered in Chicago, is the nation's sixth-largest bank holding company, with assets of more than $275 billion. It offers a full range of financial services to commercial and business customers and consumers. It is the nation's third largest Visa/Mastercard issuer, the second-largest bank-owned finance company, the fii2h-largest bank lender to small businesses, and one of the top 20 managers of mutual funds. A leader in the retail market, Bank One operates approximately 1,700 banking centers and a nationwide network of ATMs. In addition, it is a major commercial bank in the United Sates and in select international markets. Bank One has become the third largest Treasury Management bank in the U.S. The Corporation continues to expand its market share by offering a range of innovative, high-quality products to its diverse customer base. Bank One Corporation Banking Locations BANK ONE Retail Ranking Other U.S. Customer and Operations Facilities BANK~ONE Treasury Management Customer Service BANK ONE Texas Treasur~ Management Team At Bank One, we believe customer service means more than just responding to your questions - it means anticipating them as well. That's why we assign <COMPANY> a team of Treasury . Management professionals who understand your business and its Treasury Management needs. The following description of these professionals will help you understand how Bank One provides the best service possible for your company: Relationship Manager The Relationship Manager's primary responsibility is to keep abreast of your business and changes in your banking needs. Your Relationship Manager ensures all your banking needs are satisfied by coordinating the involvement of other bank personnel in areas such as trust, investments, leasing, employee banking, and more. Treasury Management Sales Representative Your Treasury Management Sales Representative will prepare your service agreements and implement your new Treasury Management services. In addition, your Treasury Management Sales Representative will maintain regular contact with you to ensure service performance is satisfactory and to introduce new products or enhancements as needed. Client Services Consultants Our consultants know that when you call Client Service, you want to talk to someone who can answer your questions and respond quickly to your account needs. To ensure you'll always have access to a well-trained, professional customer service representative, all Bank One Treasury Management consultants provide back-up assistance to one another. This ensures your Treasury Management issues always receive immediate attention. Client Services Consultants are available from 8:00 A.M. to 5:00 P.M. CT Monday through Friday. BANK ONE Bank One, NA Team Treasury Management Officers Grace Castle Diann Kinson Phone: (817) 548-3066 Phone: (817) 548-3067 Treasury Management Sales and Consulting Expertise · Requests for Information and Proposals -Service Quality and Delivery · Analysis of Payables/Receivables · Provide and Execute Service Agreements Treasury Management Sales Associate Todd Hansard Jenifer Tooley Phone: (817) 549-3069 Phone: (817) 548-3071 Fax: (817) 548-3060 Account set-up and Coordination · Implement new services · Coordinate with Operation sites · Handle documentation and Implementations Susie Anguiano Rozella Harris Phone: (214) 290-5406 Phone: (214) 290-5519 Commercial Client Services (CCS) 1-888-434-3030 Inquiry and Support for Designated Operational Areas · Account and transaction inquiry and research -Account maintenance (adds, changes and deletes) · Funds availability and float, analysis adjustments and research · Transaction status inquiry - including ACH, External and Internal transfers, CDs and loans · Account Analysis inquiry/support I ! I Chapter 4 Reporting Decisions on Positive Pay Exceptions Reading the Positive Pay Exception Report Bank One's Positive Pay Service identifies the following situations as exceptions: Exceptions Description Company Action Paid-No-Issue A check presented for payment Determine if the item should have been included in without corresponding issue the issue file transmission or manual issue update to information on file at Bank One Bank One. If you have issued the item and it was notpaid previously, or you have not voided the issue, you should authorize the bank to pay the item. Bank One will add the issue information to the Account Reconc'fliation Processing (AP, P) system. If you have not issued the item, authorize Bank One to remm the item. Item has Zero A check presented for payment Bank One has researched this item and cannot Serial Number with no serial number determine the serial number, or the item has no serial number. Research the item and instruct Bank One as or to the appropriate course of action. A check with an unreadable MICK line serial number Dollar Amount A check presented for payment Determine ii' the issue file information is incorrect, Mismatch with a dollar amoant that differs or if the item is paying for a different amount than fi.om the mount listed for the item was authorized (the check dollar amount may have m your issue file been altered after the item was disbursed). Instruct Bank One will have already Bank One to pay or return the item accordingly. researched for an encoding error) Duplicate Paid A check presented for payment If these checks are listed on your Positive Pay report, Record that matches the serial number of they cannot be disposed of without your m item already paid through this involvement. Determine if the item should be paid or account returned and instruct Bank One accordingly. Cancel on File A check presented for payment Determine if the item should be returned or paid and that corresponds to an item on the insu'uct Bank One accordingly. issue file that has been canceled or voided Bank One 23 Positive Pay Service User Guide Automated Coin and Currency Orders Place coin and currency orders conveniently over the phone, and Bank One automatically debits the payment to your DDA. Order up to $5,000 daily in coin and currency using our convenient voice response unit and without having to pay with cash or check. Bank One's Automated Coin and Currency Orders service lets you place orders conveniently from a touch-tone telephone 24 hours a day, seven days a week, debiting your preselected Bank One Demand Deposit Account (DDA) automatically. When you place your order using the voice response unit, we issue you a transaction number and debit your DDA, providing an accurate record of your coin and currency transactions. Orders received before 1 p.m. local time are released the same day. For added security, you or your representative must present the transaction number upon order pickup, so we can validate that you're the party entitled to retrieve the order. You can arrange to have your automated coin and currency orders filled at the banking center(s) where you currently deliver your Business Deposit Express deposits and pick up your coin and curreny orders. · Place coin and currency orders from a touch-tone phone 24 hours a day · Pay securely with an automatic debit from your preselected Bank One DDA · Track coin and currency transadions · Receive transaction numberto ensure secure order pickup Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at ~vw. bankone.com 1 MemberFDIC Cash Vault Services Receive coin and currency orders and make cash deposits securely and efficiently. If you deposit $50,000 or more in cash each week and would like localized reporting for all your transactions, Bank One's Cash Vault Service can help. With it, you can conduct cash deposits and withdrawals safely and conveniently without leaving your business site. You can choose to schedule currency deliveries on o fixed schedule by day of the week or date, or place automated orders up to 14 days in advance using a touch-tone telephone 24 hours a day, seven days a For cash deposits, simply prepare your deposits and deliver them to our vault using your armored courier service. This can help you reduce the risk of theft, personal and legal costs of injury to your employees and loss of companytime spent transporting currency. Cash deposits made prior to the published, local deadline are posted on a same-day basis. Deposits are verified within 48 hours, and you're notified of any discrepancies and adjustments via U.S. mail, phone, fax or our information reporting services. From the point of delivery, our Vault Management System individually tracks each deposit from verification to posting. You can access deposit information, such os change orders and adjustments, through our wide range of information reporting servlces for fast, reliable verification of all your recent deposits. · Deposit cash and coins securely · Request currency deliveries on a fixed schedule or around the clock using our automated system · Receive sa me-day provisional credit · Track cash and coin deposits from verification to posting with our wide range of reporting options Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us ot www. bankone.com One Sweep® Investment Maximize earnings on idle account balances and automate surplus-fund investment and account administration. One Sweep Investment offers a convenient way to earn income on idle cash in your Bank One operating account. Excess funds are automatically swept into a pre-selected investment, and the next business day, the funds are available for your use. You will receive a monthly One Sweep Investment activity statement, plus, you can choose to receive a comprehensive daily sweep recap available through Information Reporting. We will help you set a daily target balance for your operating account, and will work closely with you to review the target, and make adjustments as your needs change. At the end of the business day, any collected funds in excess of the target balance, less any holds, are automatically swept into the investment of your choice. At the start of the next business day, your invested funds are available to your operating account. We offer several investments that meet va rious risk tolerances and yield expectations. You are free to adjust you r investment selection at a ny time. Our diverse set of investment options includes: Overnight Offshore Deposits, Overnight Repurchase Agreements (Repos) and One Group® Mutual Funds. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more inforrnalion, call us, or visit us al www. bankone.com · Sweepexcesscashautomatically into your choice of an overnight investment option · Save time by automating investment management end administrative tasks · Make use of idle operating account balances with our close- of-business investment cutoff · View sweep activitiy end earnings on a monthly statement, plus, you can choose to receive an online ® daily recap with One Sweep Special Report One Group Disclosure: One Group mutual funds are distributed by One Group Dealer Services, Inc., 1111 Po/aris Parkway, Suite 2- G/J/L~ Columbus, OH 43271-1235, which is affiliated with Bank One Corporation. Affiliates of Bank One Corporation receive fees for providing various services to the funds. Shares of One Group money market funds are not deposits of, or obligations of, or guaranteed by Bank One Corporation or its affiliates, nor are they federally insured by the Federal Deposit Insurance Corporation (FDIC). Although the funds strive to maintain the value of your investment at $1.00 per share, it is possible to lose money by investing in the funds, tevestments in the funds involve investment risk, including the possible loss of principal. Call One Group Dealer Sen, ices at 1-800-480-4111 for a prospectus conteining complete information about charges and expenses. Read camfully before investing. One Sweep® Investment Whether you need a Iow-risk investment or a higher return, One Sweep Investment provides some of the most competitive investment options available. Overnight Offshore Deposits Overnight Offshore Deposits are U.S. dollar denominated time deposits that provide you with daily interest earnings on an overnight time deposit. They are free of FDIC fees and reserve requirements because they are not insured by the FDIC or any other U.S. government agency. Offshore Deposits are issued by the foreign branch of Bank One, N.A., and are backed by the full faith and credit of Bank One, N.A. (The minimum investment required is $100,000.) Repurchase Agreements Repurchase Agreements (Repos) are liquid, overnight investments secured by U.S. Treasury, government or agency securities that are segregated and allocated to your company, free of any other liens or encumbrances. Your interest earnings are paid daily and you will receive a daily confirmation of collateral. IMPORTANT CUSTOMER NOTIFICATION Investment Products: · Are not deposits or obligations of, or guaranteed by Bank One Corporation or any at/ts affiliates · Are sublect to investment risks, including possible loss of the principal amount invested · Are not insured by the FDIC One Group® Money Market Mutual Funds One Group Money Market Funds are designed to meet a varie~ of investment objectives. Each fund is managed by Banc One Investment Advisors Corporation, a nd is offered through One Group®Mutual Funds. (Class S Share funds require an average monthly investment balance of $1 million.) Class A Shares · One Group Prime Money Market Mutual Fund ® · One Group U.S. TreasurySecurities Money Market ® Mutual Fund · OneGroup U.S. GovernmentSecuritiesMoneyMarket ® Mutual Fund · One Group Municipal Money Market Mutual Fund ® Class S Shares One Group InstitutionalPrimeMoneyMarketMutual ® Fund · One Group Government Money Market Mutual Fund ® · One Group Treasury Only Money Market Mutual Fund ® One Group Disclosure: One Group mutual funds are distributed by One Group Dealer Services, /nc., 1111 Polaris Parkway, Suite 2-G/J/L, Columbus, OH 43271 1235, which is affiliated with Bank One Corporation. Affiliates of Bank One Corporation receive fees for providing various sewices to the funds. Shares of One Group money market funds are not deposits of, or obligations of, or guaranteed by Bank One Corporation or its affiliates, nor are they federally insured by the Federal Deposit Insurance Corporation (FDIC). Although the funds strive to maintain the value of your investment at $1.00 per share, it is possible to lose money by investing in the funds. Investments in the funds involve investment risk, including the possible loss of principal. Call One Group Dealer Sewices at 1-800-480-4111 for a prospectus containing complete information about charges and expenses. Read carefully before investing. Note: This material must be preceded or accompanied by a prospectus. Read the prospectus carefully before investing. For more informalion, caJl us, or visit us at Yvww. bankone.com © 2003 Bank One Corporation GlobaJ Treasury Sen'ices 05/I 4/03 2 Member FDIC The One Net Information Reporting Manage your global and domestic accounts more efficiently, create targeted reports and export account data online. To make informed investment and borrowing decisions, as well as properly manage your cash flow, you need accurate, updated information on your accounts worldwide. The One Net Information Reporting helps you and your staff monitor, search and download detailed, up-to-date account information. It also allows you to track your bank balance position, identify incoming payments, create balance history and statement reports and monitor previous- and current-day activity. Log onto The One Net Information Reporting via your Internet connection to query critical account information, create a range of reports and export data in several ways -- all with just a few mouse clicks. You con create reports featuring detailed account and transaction activity for a range of dates. When you need to analyze in-depth historical information, The One Net Information Reporting lets you access 45 calendar days of balance and transaction history and 90 calendar days of check history. The system allows you to download data to Microsoft® Excel® spreadsheets for exporting to your accounting system. The One Net Information Reporting aggregates account information from banks worldwide. Navigation is so intuitive that it's easy to display information in the way that best meets your needs. · Creote statements and balance history reports and search a variety of fields to manage your liquidity more efficiently · Drill down to detailed account and transadion levels to determine your financial position · Retrieve 45 calendar days of balance and transaction history as well as 90 calendar days of check history · Download bank data to Microsoft Excel 2000/XP or export data using formats common to your accounting system · Aggregate account information from banks around the world Microsoft~ Excel® is o registered trademark of Microsoft Corporation in the United States and/or other countries. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or ¥isJt us at www. bankone.com 1 Member FDIC The One Net Information Reporting Reporting and Query Options Once you access The One Net Information Reporting via your Internet connection, you can build, view and print reports directly from the screen. The system allows you to add custom headings to individualize reports. For example, you can use statement and balance history reports to display your account balance trends. Select from a wide range of filter options to locate and organize account data by transaction type such as wire transfer, lockbox, Automated Clearing House (ACH) and paid checks. Account Management You receive quick access to current- and previous-day account information, with the ability to drill down to view previous-day account summaries by transaction types as well as credit and debit details. To check the status of an account or reconcile its balance, you can explore each account to check transaction types and see which transactions have posted. Online History Availability You can view a wide range of reports when you need quick access to historical account data. You can also retrieve balance and transaction history for the last 45 calendar days, or 90 calendar days of check history. Data Export Options The One Net Information Reporting accommodates your need to capture account information in your own software and accounting systems. All important balance and summary information about your accounts is available for decision making for loading into your accounting software. You can export data by creating BAI2 comma-separated or tab-separated files, or you can download report data directly into Microsoft Excel 2000/XR Global Account Aggregation With The One Net Information Reporting, you can collect and compare your current- and prior-day account information quickly and efficiently online. The system supports global account aggregation, whether you maintain Bank One accounts in the United States, an international branch of Bank One, U.S. dollar clearing accounts at Bank One International Corporation in New York or an account with another bank in the Americas, Asia or Europe. Securityand Control The One Net Information Reporting's advanced security features help prevent unauthorized access and safeguard your data against theft or manipulation. Additionally, your data is protected with 128-bit encryption --the industry standard for secure online transactions. Internet Based Our Internet-based solution eliminates the need to download and maintain software, while increasing the availability of, and access to, our service. This helps you reduce costs while providing you with around-the-clock access to the information you need. We also offer a full range of Internet services such as wire, ACH and check services through The One Net®. For more information, call us, or visit us at www. bankone.com © 2003 Bank One Corporalion Globol Treasu~/Se~fces 05/I 4/03 2 MemberFDIC The One Net Account Transfer Move funds between your Bank One, NA accounts and access real-time and historical transfer information, anywhere, anytime, via the Internet. If you need an efficient, convenient way to move funds between your Bank One accounts throughout the day, The O ne Net Account Transfer offers an ideal solution. Using a secure, online process, The One Net Account Transfer allows you and your staff to transfer funds on a real-time basis between same-state accounts, build and reuse transfer templates, and access current-day and historical transactions. Simply access The One Net Account Transfer through the Internet, enter your same-state Bank One accounts, enter the transfer amount and then submit. The One Net Account Transfer offers other conveniences. Its Quick Entry feature allows you to create, save and reuse templates, expediting future transfers and improving accuracy. The One Net Account Transfer prevents errors by automatlcally checking for duplicate transfers within the same session. It also allows transfers to be executed until 6:30 p.m. (CT), providing you with a late-day cutoff and same-day sefflement. Transfers can be entered 24 hours a day, seven days a week, but those made on a banking business day after the cutoff will be executed the following business day. When you need historical information, you con review transactions online that date back 90 days. The One Net Account Transfer's advanced security features help prevent unauthorized access and safeguard your data against theft or manipulation. Your data is protected with 128-bit encryption -- the industry standard for secure online transactions. · Transferfundsbetweensame-state Bank One accounts in real time · Create and save templates for recurring transfers · Take advantage of same-day, real- time credit and debit entries, including updated teller-line balances ~ Access transaction history for up to 90 days ' · Avoid transfer duplications Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at www. bankone.com The One Net Check Services Simplify daily disbursement activities by executing and monitoring your check transactions anytime via the Internet. The One Net Check Services lets you search for paid checks, place stop payments, view check images, submit check issues and disposition your positive pay exceptions over the Internet. The One Net Check Services is an easy-to-use, single solution for managing disbursement activities, minimizing risk and streamlining account reconciliation processes. Check Services can help you save time, reduce costs and improve customer service. With The One Net Check Services, financial managers across your organization can initiate and complete requisite activities throughout the day from any location with Internet access. You can use Check Services to simplify paid check research with check status and history. Additionally, The One Net Check Services helps minimize your exposure to check fraud by making positive pay decisions. You also can streamline account reconciliation by manually adding or importing check issue information to your Account Reconciliation Processing (ARP) file at Bank One, NA. In addition, your data is secured with 128-bit encryption -- the industry standard for secure online transactions. Simplify paid check research with check status and history · View images of exception items from an~vhere in your organization · Place requests for stop-payments and photocopies · Minimize exposure to check fraud by making positive pay decisions · Streamline account reconciliation by manually adding or importing check issue information to your ARP file at Bank One Your Financial Solutions Team delivers individual answers by providing ideas fo For more information, call us, or visit us at w'~v. bankone.com Member FDIC The One Net Check Services Image Access Whether you're in a hurry to access a single check or a range of checks, you can view paid check images in seconds with The One Net Check Service's Check Image module. You can search for checks by account number, paid date, check number, check amount or sequence number. Additionally, you can choose to view the front and back of check images, instantly magnifying images to examine important data. Check images are available online for 90 days. Check Inquiry, Stop Payment and Photocopy Capabilities You no longer need to navigate multiple system applications, sort through reams of paper or manually place stop payment and photocopy requests. You can quickly inquire on the payment status of a check, place and remove stop payment requests and view activity and history reports relating to your requests. You have access to 90 days of check history, with the option to extend it to 180 - 360 days. Positive Pay Minimize exposure to check fraud by making your daily positive pay decisions online. We compare your check issue information to your check paid information and alert you to any exceptions via The One Net Check Services Positive Pay module. You retain complete control over each exception item, and are able to quickly view the check image to verify your pay or return decision. Account Reconciliation The One Net Check Services offers an import function that makes adding check issues for your account reconciliation data file quick and simple. You can choose to import your check issue files in a fixed width, delimited and XML format, or enter your issues manually. You can use this service to enter checks throughout the day from any location -- further helping you take advantage of Bank One's positive pa,,, and reconciliation services. Security Advanced security features help prevent unauthorized access and safeguard your data against theft or manipulation. Your data is protected with 128-bit encryption -- the industry standard for secure online transactions. Internet Based Our Internet-based solution eliminates the need to download and maintain software, while increasing the availability of our service. This helps you reduce costs while providing around-the-dock access to the functionality and information you need. For more informotion, call us, or visit us at www. bankone.com 2 MemberFDIC The One Net Wires Initiate real-time U.S. dollar and cross currency wire transfers and move funds between accounts over the Internet. If you need a solution that allows you to send and transfer funds in real time, The One Net Wires offers an intuitive, efficient means for you and your staff to create and send U.S. dollar and cross-currency wires, on-site drafts and remote drafts throughout the world. You receive same-day settlement for U.S. dollar payments. Cross-currency payments made during normal business hours are processed and dispatched in minutes -- resulting in settlement in as little as two days. The One Net Wires offers an ideal solution for settling your urgent and sensitive payable requirements efflciently while managing wire transfer access within your Using your Internet connection, log onto The One Net Wires to access a formatted payment template from your template library or build a new one. Before funds are transferred, The One Net Wires requires from one to three approvals, allowing you to define the appropriate security level, users' roles and fundions. Once the transadion is approved, the system confirms payment details such as Fedwire and S.W.I.ET. reference numbers. With The One Net Wires, you can customize the icons so that the system takes you directly to the payment screens and reports that you want. In addition, you can view reports about the transaction's status, routing and text information, and historical data on outbound payments. To safeguard your data against theft or manipulation, The One Net Wires protects your data with 128-bit encryption -- the industry standard for secure online transactions. The system also requires a company ID, user ID, password, our SecurlD® and a token number for access. · Initiate U.S. dollarand cross currency wire transfers to almost any location around the world and transfer funds between your Bank One accounts · Monitor payment progress through regular status updates · Build individual payment templates for immediate use and access customized screens to simplify payment entry · View and export historical data on outbound payments and design "favorite" reports · Create icons for one-step access to payment screens and reports of your choice · Manage users' roles and fundions Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. 1 The One Net Wires Repetitive Payment Templates If you spend too much time making payments to the same beneficiaries, stream line your day and improve accuracy by creating or accessing a formatted template from your online template library. You can either build a template using the available online tools or locate a previously sent transfer to use as an ad hoc template. Customized Screens The One NetWires simplifies payment entry by tailoring screens to match your intended payment types. For example, if you want to send a cross-currency payment, you can enter the transfer on a screen that displays applicable conversion rates. Additional screens help guide you through the specific rules for sending drafts, transferring funds between your own accounts or even making domestic U.S. dollar payments. Historical Information Reporting Whether you need to view a report to see the status of current transactions or access a historical record of outbound payments, you can choose from a variety of standard reports or create customized reports to enhance your workflow controls. You also have the ability to view full payment information with payment records and the name of each employee who worked on the transadion. This functionaL[h/is invaluable for payment reconcilement and other auditing Value-added Functionality With The One Net Wires, you can create and customize icons to take you directly to these payment screens and reports that you want. To build your payments more easily, you can also access convenient Fedwire and S.W.I.RT. tables to locate the appropriate routing codes. This helps enhance straight-through processing to result in minimized costs and errors. User Entitlement Capabilities Before funds can be transferred, The One Net Wires requires from one to three approvals. You can define the appropriate approvals and roles and functions for your users. We can work with you to structure the entitlement options for optimal security and efficiency. Security To safeguard your data against theft or manipulation, The One Net Wires protects your data with 128-bit encryption -- the highest level generally available. The system also requires a Iogin process that identifies each user and is completed with a SecurlD® keyfob. For more information, coil us, or visit us at www. bankone.com © 2003 Bank One Corporation Global Treasury Services 05/14/03 2 MemberFDIC ACH Services Maximize collection efficiency to reduce processing costs and improve cash flow forecasting accuracy. In today's business environment, effedive cash management is a key determinant of o corporation's success. When it comes to payments and colledions, automated eledronic funds transfer maximizes collection speed and lowers processing costs. You'll gain greater control over payments and receivables, and reduce mail delays, processing time and exception items -- resulting in accelerated cash inflow and improved cash forecasting. With Bank One's ACH Services, you can securely process a variety of transadions for dired deposit, dlrect payment and Business-to-Business payment applications. Our customer service, implementation and operational personnel are dedicated to providing superior service and processing quality. We'll work with you to determine which of our Automated Clea ring House (ACH) prod uds fit your needs, whether you prefer to process ACH items over the Jnternet, or via a PC, mainframe, a third-party sender or touch-fane phone. Additionally, Bank One offers a variety of information reporting tools to provide you with up-to-date transadion details that can be imported into your back-office systems to make your reconciliation process easier and more accurate. Bank One is a nationally recognized leader in ACH technology and development -- being first in debit origination and second overall for origination volumes. Our leadership role with The National Automated Clearing House Association (NACHA) helps us integrate your unique requirements with the payments industry's changing strategies. · Reduce banking and processing costs while initiating a variety of ACH transactions electronically Control payment timing to improve cash forecasting · Accelerate cash inflow by reducing processing delays · Reduce reconciliation costs and exception items · Initiate a variety of ACH payment applications electronically Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more informotion, coil us, or visit us at www. bonkone.com 1 Member FDIC ACH Services ACH Transactions Whether you need to initiate ACH transactions for collections, disbursements or funds concentration, ourACH Services offer you a high level of functionality and convenience. Direct Deposit Direct Deposit is the automatic deposit of money to consumer checking and savings accounts. The most common form of direct deposit is payroll. Other dired deposit applications include pensions and annuities, dividends, royalties, and travel and entertainment reimbursement. Direct Payment Direct Payment is fha automatic deduction of money from consumer checking and savings accounts. You can allow consumers to prea uthorize electronic debits to their accounts on a mutually seleded date. It is most efficient for recurring payments. Applications for direct payments include insurance premiums, utilities, membership fees, subscriptions and charitable contributions. Business-to-Business Payments Business-fo-Business Payments automatically deposit or deduct money from one business or corporate account to anothe~ They are used primarilyto transmit detailed accounting and remiffance information between corporate trading partners. There ere several applications for these types of payments, including state and federal tax payments, cash concentration, infernal transfers, corporate trade payments and child support payments. For more information, call us, or visit us at www. bankone.corn © 2003 Bank One Corpor01ion Glnbol Treasury Services 05/I 4/03 2 Member FDIC The One Net ACH Manage your ACH transactions more efficiently by originating transactions and retrieving information over the Internet. The One Net ACH provides you with a convenient, online solution for initiating a variety of Automated Clearing House (ACH) transactions relating to collections, disbursements and funds concentration. Save time and money originating and managing ACH transactions by accessing transaction information, creating formatted templates and importing transaction data from your back-office accounting systems. Simply log onto The One Net ACH's secure system through your Internet connection to access your library of formatted templates; depending on your needs, this may include templates of payroll, cash concentration or tax payments. Execute the transaction by building a template or accessing one from your library. You can initiate debits and credits in numerous format types, including PPD, CCD and CCD+. Populate your templates by importing data from your back-office systems and complete the transaction with a quick mouse click. Transactions are processed until 8:30 p.m. (CT). In addition, The One Net ACH features advanced security to safeguard your data from theft or manipulation. Access requires a company ID, user ID, password and SecurlD®. The system also protects your data with 128- bit encryption -- the industry standard for secure online transactions. · Initiate secure ACH transadions for colledions, disbursements and funds concentration Access multiple transadion formats and a variety of formatted templates · Transferinformation from back- office systems using the data import function · ManageACH data and related transadions with ease Your Financial Solutions Team delivers individual answers by providing ideas to For more information, coil us, or visit us at w~vw. bonkone.com 1 Member FDIC The One Net ACHsM ACH Transactions Whether you need to initiate ACH transactions for collections, disbursements or funds concentration, The One Net ACH offers you a high level of functionality, convenience and online security. Multiple Transaction Types The One Net ACH is ideal for creating, storing and sending files on a variety of ACH transaction instructions. You can originate ACH debits and credits in formats such as PPD, CCD, CCD+ and prenotifications. In addition, you can generate EFTPS, state tax and child support payments conveniently. Repetitive Transaction Templates No matter which type of transactions you originate -- payroll, cash concentration or tax payments--you can create a database of common transaction types and a library of formatted payment types. When you need to execute a newtransaction, The One Net ACH supplies the appropriate template and fields for the transaction type, making your [ob easier. Data Import Flexibility The One Net ACH allows you to import data from your back-office systems into a variety of preferred formats, including National Automated Clearinghouse Association (NACHA), delimited and fixed-width formats. Security Advanced security features help prevent unauthorized access and safeguard your data against theft or manipulation. Additionally, your data is proteded with 128- bit encryption -- the industry standard for secure online transadJons. Internet Based Our Internet-based solution eliminates the need to download and maintain software and increases the availability of our service. This saves you time, eliminates costs and provides you with around-the-clock access to the functionality you need. For more information, call us, or visit us at www. bankone.com 2 Account Reconciliation Services Receive a flexible, comprehensive reconciliation and reporting solution that conforms to your audit, system and securi~/ requirements. OurAccount Reconciliation Processing (ARP) Services offer disbursement and depository information ranging from a simple list of paid checks to multiple reports of issued checks and postings to check imaging. You can customize repods, receiving hard copy or electronic formats, daily, monthly, weekly, by accounting period or on specified days. Full Reconciliation - Submit your check numbers, issue dates and amounts anytime throughout the month, and we'll identify exceptions and create detailed reports of paid and outstanding items, miscellaneous credits and debits and stop payments. Range Reconciliation - Provide a range of check serial numbers before the end of the account cycle, and we'll create detailed reports of paid and outstanding checks for the serial number range you indicate. Partial Reconciliation - Once all account activity is captured, we'll provide you with a report of paid checks that you reconcile with the account. Positive Pay - Provide your daily issue items, and we'll match them with presentments and reporting exception items. You can then authorize the pay/no-pay decisions. Deposit Reconciliation - You'll receive a list of all deposits, identified by store/location number and miscellaneous debit/credit adjustments. Regardless of the ARP service you choose, we'll work within your security standards, audit requirements and system constraints to provide a flexible solution that meets your needs while reducing your exposure to check fraud. · Receive prompt, reliable and custom reconciliation reporting · Determine when you receive detailed reports of issued and posted items · Choose from hard copy or eledronic reports, depending on your system requirements · Reduce exposure to check fraud with our Positive Pay service · Receive Full, Podial, Range or Deposit Reconciliation services · Access a flexible solution that meets your audit, security and system requirements to minimize fraud risk Your Financial Solutions Team delivers individual answers by providing ideas to eherglze your business. Positive Pay Reduce your risk of check fraud by receiving account reconciliation and management reports for paid, outstanding and exception items. Our Positive Pay account reconciliation service is a convenient, effective solution to help you reduce exposure to check fraud and reduce processing costs. You'll choose from our many Positive Pay reconciliation services and decide which one best fit your needs. Simply submit a check issue file to us via direct transmission or over the Internet. We'll then match your issue file against presented checks and provide an exception item report so that you can review discrepancies and expedite payment decisions. You control whether an item is paid or returned. If we do not receive a decision within a specified time, we'll return the presented item unpaid. In addition, you can use The One Net Check ServicessM, our Internet solution, to simplify your daily disbursement activities. You can use it to view detailed check images, search for paid checks, place stop payments and perform quick disposition on exception items. An integral feature of our Positive Pay service is Teller Line Positive Pay, which allows a Bank One teller to immediately query your presented checks. The teller accesses the daily issue file and enters presented check information into the system. Check items are quickly matched against the issue file, allowing the teller to make an immediate decision on whether to pay or not pay an item. · Reduce exposure to check fraud · Maintain control over check payments and returns · Maketimelypay/no-pay decisions · Save time and increase efficiency with optional Intemet access to exception items and images · Receive check fraud protection at the teller window Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. MemberFDIC ACH Debit Authorization Prevent unauthorized transactions and control debits authorized by your trading partners. Guard your accounts against unauthorized Automated Clearing House (ACH) transactions using Bank One's ACH Debit Authorization. With it, you can specify which companies are authorized to post ACH debit transactions to your account, blocking those that are not authorized. You can also set dollardimit ceilings or block all ACH debits from posting. ACH Debit Authorization can help you minimize the risk and potential cost of accepting unauthorized debit transactions. By establishing screening criteria, including company ID and/or maximum dollar amount, you make sure only those items that match your criteria post to your account. When an originating company afl'erupts to post ACH debits, the system immediately compares the incoming company ID with your listing of authorized company IDs. This incoming ID must match exactly-- and if you decide, comply within dollar limits -- to post successfully. If your parameters are not met, the system automatically returns the item without posting the debit to your account. Additionally, if you put the system's "block all" capability to work, you prevent all ACH debits from posting to youraccount. You can remove an authorized originator at any time, according to your instructions. Additions to the authorized list can be made whenever you deem necessary. · Control who can postACH debits to your accounts · Set dollar limits for authorized originators · Block allACH debits from posting to your accounts · Access reports of returned transactions Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at www. bankone.com MemberFDIC Controlled Disbursement Port Arthur, Texas Receive precise, timely account totals to predict your cash requirements and gain control of idle balances. Bank One's Control[ed Disbursement service helps you effectively manage the disbursement process to gain control over idle balances, eliminate overdrafts and automate funding transfers. Precise and timely check presentment information allows you to make the best investment or borrowing decisions based on your cash position. By 11 a.m. ET, Bank One will inform you of the total amount of checks and Automated Clearing House (ACH) items clearing your account that day. With this early information, you can accurately calculate your cash position to fund your concentration account for the exact amount reported, make investments when market rates are generally more favorable or pay down short-term borrowings. Bank One's Automated Funding service will transfer the funds from your concentration account to your disbursement account. If the check a mount reported is different than the check amount posted to your account, our Guaranteed Funding feature will offset the amount in your disbursement account and report it as part of your next day's funding requirement. When you need to originate same-day electronic transfers (such as wire and account transfers) from your disbursement account, our Late Funding feature can automatically fund those transactions for you. Controlled Disbursement offers account totals, high order prefix (HOP) and check detail information reporting. You can easily access your Controlled Disbursement report via our Intemet-based product, The One Net Information ReportingSM; our Microsoft®Windows®- based systems or touchtone telephone. · Control idle balances, eliminate overdrafts and calculate your cash position · Receive same-day notification of daily disbursement totals by 11 a.m. ET · Access information reporting via Internet, PC or phone · Transferfunds automatically between your concentration and disbursement accounts · Rely on ourGuaranteed Funding feature to cover differences between reported check totals and actual posted totals · Initlate ACH, wire and account transfers from your disbursement account, which we will fund for you automatically Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at ~vw. bankone.com Microsof~ is o registered trademark of Microsof~ Corporation in the United States and/or other countries. Windows® is a registered trademark of Microso~ Corparation in the United States and/or other countries. Controlled Disbursement- Circleville, Ohio Receive precise, timely account totals to predict your cash requirements and gain control of idle balances. Bank One's Controlled Disbursement service helps you effectively manage the disbursement process to gain control over idle balances, eliminate overdrafts and automate funding transfers. Precise and timely check presentment information allows you to make the best investment or borrowing decisions based on your cash position. By 8:30 a.m. ET, you will receive first presentment reporting, which on average amounts to 85 percent of the day's check presentments and Automated Clearing House (ACH) transactions. This provides an early estimate of your cash position. By 10 a.m. ET, Bank One will inform you of the total amount of checks and items clearing your account that day. With this early information, you can accurately calculate your cash position to fund you r concentration account for the exad amount raped'ed, make investments when market rates are generally more favorable or pay down short-term borrowings. Bank One's Automated Funding service will transfer the funds from your concentration account to your disbursement account. If the check amount reported is different than the check amount posted to your account, our Guaranteed Funding feature will offset the amount in your disbursement account and report it as part of you r next day's funding requirement. When you need to originate same-day electronictransfers (such as wire ~ and account transfers) from your disbursement account, our Late Funding feature can automatically fund those transactions for you. Controlled Disbursement offers account totals, high order prefix (HOP) and check detail information reporting. You can easily access your Controlled Disbursement report via our Intemet-based product, The One Net Information ReportingSM; our Microsoft®Windows®- based systems or touchtone telephone. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, coil us, or visit us at w~w. bonkone.com · Benefit from our commitment to timeliness and accuracy · Controlidle balances, eliminate overdrafts and calculate your cash position · Receive same-day notification of daily disbursement totals by 8:30 a.m. ETand 10 a.m. ET · Access information reporting via Internet, PC or phone · Transferfunds automatically between your concentration and disbursement accounts · Relyon ourGuaranteed Funding feature to cover differences between reported check totals and actual posted totals · Initiate ACH,wire and account transfers from your disbursement account, which we will fund for you automatically Microsoft~ is o registered trademark of Microsoft Corporation in the United States and/or other countries. Windows® is a registered trademark of Microsoft Corporation in the United States and/or other countries. PayStream® Automate your electronic and paper payments to streamline your payments processing, increase secuFity, minimize costs and reduce errors. Integrate payment adivity into a single, automated account payables system to determine your cash position. Bank One's PayStream automates your entire payment process by consolidating your ACH, wire and check payments into a single electronic format that integrates with your payables environment. Simply send a file to us indicating how, when and to whom we should make payment. We handle the rest, so that you reduce the costs of errors associated with in-house processing. Transmit payment instrudions to us over phone lines, the Internet, or through a Value Added Network (VAN). There is no limit to the number of payments you can include in a fife. Send them up to 60 days prior to the payment due date for ACH and checks, or up to 30 days before the effective date for Fedwire transfers. To ensure the safety and integrity of your payments, we require that you authenticate and encrypt you r files. Once we receive your payment file, we'll send you a confirmation, validate all payment dates, check for duplicates, send you payment totals, batch total balances and then store your files. We'll then create ACH, wire or check transfers and send them to the payees or their banks along with remittance information in a format matching their capabilities. This automatic translation and consolidation of multiple-resource data saves you time, reduces your resource costs and helps you eliminate processing errors. Access to file status and error reports, payment inquiries, and payee profiles are available through your PC orthe Internet. If you need to originate both eledronic and paper payments, you can use our optional Check Outsourcing service, a comprehensive payables service that uses PayStream to originate payments. · Automate check, ACH and wire payment activity into a single accounts payable solution · Secure your files with encryption and authentication · Advise payees of remittance delivery via fax, e-mail, paper, PC, VAN orthe Internet · Reduce risk of errors caused by manual data entry · Access payment file status, file detail and payee profiles through your PC orthe Internet Your Financial $olutians Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visil us at www. bankone.com © 2003 Bank One Corporation Global Treasur~ Services 05/14/03 Regional Wholesale Lockbox Process high-value, regionally concentrated remittances to reduce collection and reconciliation costs and accelerate funds availability. If you collect high-value payments within a concentrated region of the United States and generate annual revenue of less than $300 million, our Regional Wholesale Lockbox service can help you speed the collection and posting of payments, while minimizing the time and expense required to collect, clear and reconcile your company's receivables. Simply direct your remittances to one of our strategically located processing sites in the East, West, North, South, Southeast, and Midwest regions to minimize internal fraud exposure and reduce the time and resources required to deposit your remittances. To minimize mail float and accelerate funds availability, your lockbox site gathers mail directly from the post office multiple times a day, and on the same day, deposits the checks into your DDA. Our high-speed processing equipment scans items to capture payment information and transmits it directly into your accounts receivables system. You receive a complete audit trail for each item that passes through the lockbox. You can ebct to receive deposit reports on a next-day or intraday basis, receivables information and float availability via the Internet, PC, e-mail, fax or touch-tone phone. Additionally, you may choose to view document images and reports through our optional Lockbox Online Imaging Service. If an emergency occurs, redundant systems are available throughout our processing locations to ensure continuous service. · Reduce mail float to minimize payment delays and accelerate funds availability · Capture remittance detailin a single information stream for simplified activity monitoring · Update internal accounts receivable systems quickly and with reduced costs Minimize exposure to fraud risk · Concentrate cash into a single DDA account and take advantage of short-term investment opportunities · Receive detailed deposit and remittance information via e-mail, fax, PC or the Internet to easily monitor and track cash flow Your Financial $olutians Team delivers individual answers by providing ideas to energize your business. For more information, carl us, or visit us at www. bonkone.com © 2003 Bank One Co~poration GlobalTr~o~unlSer~ices09/15/03 MembetFDIC Regional Retail Lockbox Process consumer-based remi~ances, while reducing collection and reconciliation costs and accelerating funds availability. If you coiled consumer payments within a specific region of the United States, our Regional RetaJl Lockbox service can help you speed the collection and posting of payments, while minimizing the time and expense required to collect, clear and reconcile your company's receivables. By sending remittances directly to one of our strategically located processing sites in the East, West, North, South, Southeast and Midwest regions, you minimize exposure to internal fraud and reduce the time and resources required to deposit and process your remittances house. To reduce mail float and accelerate funds availability, we collect mail directly from the post office multiple times a day. On the same day, we deposit, on your behalf, those checks received prior to the latest applicable mail pick-up. Our high-speed processing equipment automatically scans Optical Character Recognition (OCR)-scannable remiltances and checks to capture payment information per your specifications, such as payer account number, invoice number, amount due and due date. We can forward them to you daily via e-mail or fax, or, to help you update your internal systems more quickly, dellver them through your PC orthe Internet. You receive a complete audit trail for each item that passes through the lockbox. You can elect to receive deposit reports, receivables information and float availability on a next- day or intra-day basis. You may also choose to view check and remittance images and reports through our optional Lockbox Online Imaging Service. To protect your data, redundant systems are available at our sites. · Reduce mail float and process consumer-based remittances quickly · Accelerate funds availabilih/ · Lower costs associated with in- house collections processing · Minimize the risk of internal fraud · Update internal systems using daily captured OCR data, such as customer account and invoice numbers, payment amount and due date · Receive detailed deposit and remittance information via e-mail, phone, fax, PC orthe Internet · Minimize errors caused by manual data entr~ Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at www. bankone.com MemberFDIC Lockbox Online Imaging Service View check and remittance images and create related reports from anywhere using the Internet. Would you like to view images of check and remittance documents via the Internet to help evaluate your cash flow and identify payments received by individual customers? With our Lockbox Online Imaging Service (LOIS), you can effectively manage wholesale lockbox receivables and improve customer response time with nothing more than an Internet connection. You'll be able to efficiently manage credit exposure by gaining online visibility of your lockbox directly from your PC. Lockbox Online Imaging Service provides secure, 24-hour access for an unlimited number of users -- no matter where they're located --to view, print and copy processed images. Simply assign user entitlements and permissions, and you and your staff can quickly resolve exceptions and answer customer inquiries, improving your customer response time. Images are available online for 45 days to help you minimize expenses associated with photocopies, shipping and storage, as well as the filing, retrieving and warehousing of your paper documents. For image archival and retrieval purposes, we will send you a searchable CD-ROM of your image and transaction data on a monthly basis. In addition, same-day image presentment is available upon request. Flexible search and reporting options allow you to quickly search for remiffance details using a variety of parameters, such as deposit date, amount or check number. You can add notes or flags to your transactions for tracking purposes. For added convenience, Lockbox Online Imaging Service offers several reporting options, including credit · date summary, batch date summary and check detail reports, that you can view or download using various file formats. · View images of checks and corresponding remittance documents anytime, an~vhere · Manage credit exposure more quickly by gaining online visibility directly into your lockbox · Search and sort images quickly using a number of parameters · Reduce costs associated with paper-based document retrieval and storage · Create and download a variety of mpods · Add notestotransactionsandflog items for efficient tracking Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For mare bformation, call us, or visit us at www. bankone.com Lockbox Online Imaging Service Convenient Notation Feature To help you improve day-to-day efficiency in tracking your items, you can add notations to transactions or flag them as exceptions. Enter se,~rch cri,~er;a Comprehensive Searching Tools LOIS allows you to sea rch efficiently for items by deposit date, check number, amount or invoice number. Quick Image Access LObS captures and scans documents received in your Bank One lockbox and delivers secure, around-the-clock access to your receivable images. You can quickly scroll through, print and copy any images you wish. We also store your images online. For more information, call us, or visit us of ~.bonkone.com Bank One Pay Connexion Reduce expenses and streamline collection processes while providing customers with multiple methods to make recurring and one-time payments. When considering an eledronic revenue or payment collection system, you want to provide customers and billers with a convenient, easy-to-use solution that is cost-effective for you. Pay Connexion, part of the Bank One Connexion suite, offers a configurable colledlons product to meet the needs of you and your customers. With Bank One Pay Connexion, you can mix and match the channels -- Internet, Interactive Voice Response (IVR) or call center--and payment methods -- electronic check (e-check), credit cards or PI Nless debit cards --your customers use to submit payments. You can edit or cancel payments for customers, and confirm payments immediately after they occur. Customers who don't have Web access or would prefer not to make payments via the Internet, can pay via IVR or call center. Or, you may accept payments on their behalf through Pay Connexion's administrative site. Pay Connexion maintains the look and feel of your Web site, while enabling customers to manage payment information for one-time or recurring payments, verify payment status and check their payment history. If you wish, they also have the ability to schedule payments for a future date. This flexibility helps increase customer satisfadion while helping you forecast future cash flows. · Lower the costs and inconvenience of collecting payments from customers · Provide your customers with multiple payment options and payment methods · Make, edit or cancel payments on behalf of your customers · Service customers more efficiently by accessing real time, web-based payment information · Improve customer satisfaction by allowing them to manage their information including payment scheduling Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. Bank One Pay Connexion Bank One's Connexion Suite Overview Bank One's Connexion products are designed to help you streamline and expand your payment collection and customer service operations. The suite consists of: Bank One Pay ConnexionsM- a payment product that allows your customers to submit a variety of payments via the Internet, IVR or call center; Bank One Answer ConnexionsM -- an interactive, web-based customer self-service/ information product, and; Bank One Call ConnexionsM- a fully scalable call center product using IVR and live customer support for responding to inquiries. Designed to integrate with your existing systems, each product can be used alone or bundled to meet your requirements while maintaining the look and feel of your Web site and brand. Pay Connexion Advantages: Reduced Costs Lower the resource and oppodunity costs of collecting and reconciling paper checks while expanding your current electronic colbdion system with Pay Connexion. Not only will you reduce costs, but you'll offer customers the flexibility to make payments online or by phone using multiple payment methods. In addition, you can choose to implement a user convenience fee to help recoup transaction charges and offset processing costs. Internet Payment Channel From your Web site, customers simply click a "Pay Now" button where they are transferred to a secure, Bank One- hosted Web site that maintains the look and feel of your site. Here they can see the payment options you determine, register and manage payment information, and initiate immediate one-time, scheduled and recurring payments. From this site, they can also verify payment status, check their payment history, edit or cancel pending payments or update their profile information. Additional Payment Channels You may have customers that will not want to make payments online. With Pay Connexion, you can offer them the ability to make payments by phone with IVR or call center. In addition, your staff can process payments on their behalf using the Pay Connexion administrative site. We can also help you provide customers with call center support year round or just during peak times. Multiple Payment Methods You can provide customers several payment options including credit cards, PINless debit cards and e-checks. You have control in determining which combination to implement. Integrated Administrative Tools Pay Connexion's administrative site offers you a single view of the various transaction types and interfaces from which you can view, service and analyze payment activity. This helps you serve your customers more efficiently across you r organization, while providing the flexible reporting you need. Departments within your organization can easily access this single database to capture information for all Internet, IVR and call center payments and receive reporting on multiple levels. You can also export data for further CRM analysis and integration with your back-office systems. Additional System Flexibility You can use the administrative site to edit and cancel payments on behalf of your customers and confirm payments immediately after they occur. You can also use it to initiate and process refund payments. This functionality reduces manual processing time while increasing customer satisfaction. Bank One Call Connexion Outsource your telephone and help desk operations to reduce costs and improve customer satisfaction. PrOviding telephone support for customers is an unpredictable, costly process for many organizations. Call Connexion, part of the Bank One Connexion Suite of customer payment and service solutions, offers a fully- integrated and scalable call center product that functions as an extension of your organization. Through our national network of call centers, we offer services to handle all aspects of customer care including bilingual, oround~the-clock help desk support. Call Connexion utilizes Interactive Voice Response (IVR) to handle routine inquiries and supports your callers with highly trained customer service professionals to answer inqulries correctly the first time. You also receive tracking and reporting on all calls to help improve your service. · Manage inbound customer questions more efficiently through a combination of IVR and live support · Expand the level of support you offer with our scalable platform · Improve customer satisfaction with 24x7x365, bilingual support Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at www. bankone.corn Bank One Call Connexion Bank One Connexion Suite Overview Bank One's Connexion products are designed to help your organization streamline and expand payment collection and customer service operations. The suite consists of: Bank One Call ConnexionsM- a fully scalable call center product using IVR and live customer support for handling customer inquiries; Bank One Answer ConnexionsM- an interactive, web-based, customer selfiservice/information product, and; Bank One Pay Connexions~- a payment product that allows your customers to submit o variety of payments via the Internet, IVR or call center. Designed to integrate with your existing systems, each product can be used individually or bundled to meet your unique requirements while maintaining the look and feel of your Web site and brand. Call Connexion Advantages: Reduced Costs Call Connexion combines call center scalability, voice response technology and live support to provide you with an efficient alternative to maintaining on in-house customer care center. As a result, you'll free up resources to spend less time dealing with service issues and more on business at hand. Improved Customer Satisfaction Answer telephone inquiries around the clock correctly the first time with Call Connexion. We provide you with highly- trained agents and the ability to manage your unique solution to maximize customer satisfaction. Even if you need bilingual call center support or support in multiple languages, Call Connexion can help. System Flexibility Whether you need us to operate as your overflow call center just during peak times or handle all your telephone inquiries, we can design a solution just for you. Additionally, we offer skilled-based routing to direct calls to the appropriate person or group of representatives that can be trained in a particular area. No matter the size or scope of your solution, we take care of managing your total call center operation. Increased Efficiency To improve efficiency for you and your customers, Call Connexion provides detailed statistics on each call and can help you evaluate the collected data. All of our call centers can use IVR technology via touch-tone phone or by voice recognition to help customers answer repetitive questions while routing complex questions to a live agent. For more information, call us, or visit us at ~ww. bankone.corn Bank One Answer ConnexionsM Provide customers with an interactive customer service solution while reducing the costs of handling repetitive inquiries. If you receive inquiries from your customers and employees, you know it can be an expensive and inconvenient process for you and them. Answer Connexion, pad' of the Bank One Connexion Suite of customer payment and service solutions, offers a selfisufficient produd designed to answer inquiries 24 hours a day and reduce your costs. From a Bank One hosted Web page that maintains the look and feel of your own site, your customers can access a dynamic list of frequently asked questions, search for answers and even submit questions that will be added a utomatically to this list. You have control over this data so that at any time you can update, change and reprioritize information. Additionally, you can even choose to rqute inquiries to specific employees or depadments in your organization. All data and user traffic are tracked, providing you with a comprehensive picture of what your customers are asking you. · Lowerthe costsand inconvenience of answering customer inquiries · Increase customer satisfaction by providing answers around the clock · Better understand your customers' needs · Provide customers with prompt, accurate answers For more information, please contact your Bank One Government Financial Solutions Representative or visit us at www. bankane.com Bank One Answer Connexion Connexion Suite Overview Bank One's Connexion products am designed to help your organization streamline and expand its payment collection and customer service operations. The suite consists of: Bank One Answer ConnexionsM- an interactive, web-based customer self-service/information product; Bank One Call ConnexionsM- a fully scalable call center product utilizing Interactive Voice Response (IVR) and live customer support for responding to inquiries, and; Bank One Pay ConnexionsM- a payment product that allows your customers to submit a variety of payments via the Internet, IVR or call center. Designed to integrate with your existing systems, each product can be used individually or bundled to meet your unique requirements while maintaining the look a nd feel of your Web site and brand. Answer Connection Advantages: Reduced Costs and Improved Customer Service Lower the costs of handling repetitive customer or employee questions with Answer Connexion. It provides an easy-to- navigate selfihelp site available 24 hours a day -- enabling customers and employees to service themselves. To help you save additional costs, Answer Connexion provides a hosted solution requiring little internal IT effort. Online Inquiry Resolution From your Bank One hosted help page, customers and/or employees can access a "top-ten" list of frequently asked questions or use a search function to find the answer they need. In addition, a user can submit a question that will show a list of possible answers and generate a confirmation number. Questions are routed to the right person via established workflow rules. Together with Call Connedion, this offers you a comprehensive reporting solution. Interactive Customer Database Measure what's most important to your customers and employees with Answer Connexion. Its dynamic database learns, stores and tracks all data generated from your users. It tracks site traffic in multiple ways, including how often a question has been accessed and by how many different users. It also tracks all customer interadions -- providing analytical information to help you determine how successfully you are meeting your customers' needs and uncover the areas in which you can improve. For more information, please contact your Bank One Government Financia~ Solutions Representative or visit us at www. bankone.com ©2003 BonkOneCorporot*on GlobaITreosu~Ser~ices 06/12/03 ReceiptStream® Capture payment and remittance data from multiple-source systems and transmit it as one information stream into your accounts receivable system. Bank One's ReceiptStream retrieves payment details from virtually any source, including lockbox, ACH and wire transactions, consolidates them into a single information stream and transmits them directly into your accounts receivable system. ReceiptStream's ability to access and translate remittance data across multiple electronic platforms provides the timely delivery of data, so you can review it with minimal effort and manage your funds more efficiently. Rather than dealing with individual feeds from your wholesale lockbox, ACH or wire remittance, you receive a single eledronic information stream in a format that best meets your needs, including: e-mail, fax or paper advices received via your PC or the Internet; or BAI or ANSI formats via a value added network. You can also receive reports by one of our optional eledronic reporting platforms, such as FirstCash®, FirstWindow® or The One Net®. This automatic translation and consolidation of multiple resource data saves time, reduces resource costs and helps you reduce errors. Whether you condud business with the Federal government, healthcare organizations or traditional vendors, ReceiptStream can streamline your receivables and remittance processes to help you manage funds more efficiently. · Integrate current-day remittance information from multiple payment sources diredly into your accounts receivables system · Consolidate lockbox, ACH and wire remittance details into a single information stream · Receive data in a format that meets your information reporting requirements · Streamline internal processes to reduce costs and more effedively manage your funds · Reduce risk of errors caused by manual data entry Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at www. bankone.com MemberFDIC Represented Check Entry Accelerate collection and reduce processing costs by converting returned checks into ACH transactions. Bank One's Represented Check Entry (RCK) service can reduce the cost of redepositing high volumes of checks by converting checks returned NSF orfor uncollected funds into Automated Clearing House (ACH) debit transadions and submitting them for redeposit. Checks eligible for RCK are consumer checks written for less than $2,500 and dated less than 180 days prior to the ACH debit transaction. Before accepting a check as payment for a produd or service, companies must disclose to customers that the check may be converted to an electronic debit. To help you identifi/return transactions quickly and efficiently, we offer convenient and secure reporting of the previous day's return checks using your PC with Windows®-based software or the Internet. Returned check data includes chargeback, RCK and redeposit item data, dollar amount, retum reason and optional store/location number. Checks converted to RCK are included in this report at the time of conversion, and information on returned ACH transadions is also available, either as a preformatCed report or through a data file transmission. Checks may be eligible for an additional presentment opportunity, according to National Automated Clearing House Association (NACHA) regulations. Through our service, you can choose between one paper redeposit followed by a final RCK presentment or two RCK presentments. RCK transactions can also be submitted on a preselected day, up to 30 days in the future. In addition, RCK can be combined with our Centralized Return Service if you use multiple depository banks and wish to consolidate returns into one central account. · Reduce processing costs and speed colledion times by converting returned checks into ACH transadions · Consolidate multiple bank returns into a central account · Improve colledion rates · Access detailed, secure transaction information from your PC Windows® is a registered trademark of Microsoft Corporation in the United States and/or other countries. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. Direct PayChek CardTM Simplify your payroll process with a convenient payment option for your employees. If your payroll processing costs are high because some of your employees don't use direct deposit, consider the convenience and security of the D~rect PayChek Card. This prefunded, card-based payroll solution helps reduce paper checks, postage expenses and the risk of fraud. It offers you and your employees many of direct deposit's advantages, such as faster access to funds and reduced check cashing fees. You can streamline your check payment process ond provide employees immediate access to funds -- all without them having to take o separate trip to the bank. Funding works just like direct deposit into a checking account. We'll provide you with a routing/transit and account number for each cardholder, and you'll fund the account via your existing Automated Clearing House (ACH) process. For your employees, the Dired Paycheck Card works just like a debit card, except there's no associated checking account. Employees can access their money by using their card at any Visa® merchant, withdraw cash from an ATM or bank branch, or make purchases with "cash-back" at salad merchants. Direct PayChek Card eliminates checks and leverages your existing payroll systems -- providing you with a streamlined solution. In addition, your employees receive benefits beyond typical direct deposit programs -- monthly statements to help track spending and finances and around-the- clock customer support. · Reduce the costs of paper-based payroll checks · Improve efficiency with an easy-to- implement program, leveraging your existing systems and processes · Enhance your direct deposit options for employees · Reduce the need for special payroll arrangements · Offer your field personnel a more convenient payroll option · Reduce the need to monitor bank accounts for cleared checks Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at ,~ww. bankone.com Visa® is a registered trodemark of Visa. Commercial Card Classic Meet your business challenges by integrating and streamlining your payment processes. In the face of intense competition and escalating customer demands, you need every area of your business to be more efficient and results-driven -- including your expense and payment processes. Whether your goals include reducing overhead or improving payment flexibility, we'll work with you to design and implement a Commercial Card Classic program that streamlines your business processes from procurement to payment. Commercial Card Classic can help you lower the costs of processing and tracking Iow-dollar purchases and business travel expenses. Tight purchasing controls reduce the cost of administrative oversight, and transactions can be posted automatically to cost centers or general ledger (G/L) accounts, eliminating manual data entry and reconciliation. In addition, our extensive reporting functionality yields opportunities to consolidate vendors and enhance your sourcing strategy. And because it is accepted at more than 30- million locations worldwide, Commercial Card Classic is convenient for your employees as well. Whether you want to use one card for your Iow-dollar and travel expenses, or split them into multiple card programs, we'll help you customize a program that lets you capture the information that you need. Detailed reports, spending controls and a more efficient purchasing process mean that you'll spend less time managing expenses and more time making informed decisions. · Combine Iow-dollar expenses into one payment solution · Reduce the costs of processing and tracking Iow-dollar purchases · Minimize time-consuming travel expense reporting and reimbursement processes · Automate transadion posting to cost centers or general ledger accounts · Imprave vendor reporting across the organization · Leverage enhanced reporting fo make better informed business decisions Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at www. bankone.com 1 MemberFDIC Commercial Card Classic Purchasing Purchasing activities typically involve a myriad of suppliers and vendors of all types of goods and services. Without a card program, most organizations use traditional purchase order authorization processes to control what is bought and from whom. Our Commercial Card Classic offers you a streamlined way to manage those processes. Use the card to migrate from a paper-based to an electronic procurement process, which should result in significant savings. The card also can help you evaluate and enhance vendor relationships and improve vendor reporting organization- wide. In addition, you are able to extend purchasing authority to more individuals in your organization while increasing control over spending. You can establish authorization controls unique to each cardholden The card lets you impose limits at the point of sale, such as supplier type, dollar amount per transadion, dollars and authorizations per day, dollars and transactions per billing cycle or month, or dollars and transactions per self-defined period (up to 999 days). These limits are customizable for different types of expenses. Travel and Entertainment Commercial Card Classic offers the convenience and flexibility of a corporate travel card, and the daily access to data and automated interface capabilities typically associated with a purchasing card. Use itto improve employee productivity by minimizing travel expense reporting, aria control non-travel spending and eliminate employee reimbursement. You benefit from a single approach to program implementation, customer service, data access and reporting. In addition, Commercial Card Classic offers your employees convenience. Available with the MasterCard® brand, the card is accepted at more than 30-million locations worldwide. You can also provide your employees with comprehensive insurance coverage, including travel accident and primary collision/loss damage coverage. Centralized Reporting and Program Administration Commercial Card Classic uses innovative technologies to centralize your entire expense management process. You and your managers will be able to capture data needed to better control Iow-dollar purchases and travel expenses. Our Internet-based solution offers you a single point of access to data and the ability to easily view daily purchase information, create detailed reports, upload transaction data to your accounts payable or general ledger system and automatically allocate and edit transactions. You'll also be able to add or remove cardholders and adjust cardholder spending limits. Experienced Program Support Our approach to program support and day-to-day customer service is highly regarded by our nearly ! 700 customers. You'll be assigned an account specialist, who will work directly with your program administrator during design and implementation stages. And our dedicated customer-service team will support your administrator and cardholders on even/asped of the program. In addition, you'll have access to our Commercial Card Classic Web site - designed especially for programs like yours. With this site, you'll have access to program forms, frequently asked questions, periodic newsletters, reference lists and links to other useful sites, such as MasterCard's Enhanced Merchant Reporting Service. MasterCard® is a registered trademark of MasterCard International. For more information, call us, or visit us at www. bankone.com 2 MemberFDIC J Investment Sweep Accounts Sweep accounts allow you to concentrate funds in a master investment account while maintaining a designated peg balance in your main/operating account. The peg can be set at any amount (i.e. the estimated balance required to pay all service charges or zero balance). The earnings credit rate will be applied to all residual balances which may be utilized to offset service charges. Sweep accounts are in compliance with Tx. Gov. Code Ann. Section 2257.001 et seq, the Public Funds Act. Previous day account information is available each morning at 7:00 a.m. on the Bank One Information Reporting Service, "The One Connection". A monthly fee will be assessed on analysis. See the chart below for more facts: U.S. Treasury Securities Repurchase Agreements* Money Market Fund Minimum Sweep Amounts $1.00 $1.00 Memo Posting Principal and Interest Principal Interest/Dividends Daily Monthly (1st Business Day) Statements/Confirms Dally/Monthly Monthly Rates Based On Target Fed Funds Rate U.S. Treasury Securities (-) 15 Basis Points Money Market Rates *The collateral for the Repurchase Agreement will be held at either a Federal Reserve Bank or JP Morgan (Chase Bank) as third party custodian. The funds that are swept into these Investments are not a deposit of Bank One, NA and are not insured by the Federal Deposit Insurance Corporation. One Group Disclosure: One Group Mutual Funds are distributed by One Group Services Company, 1111 Polaris Parkway, Suite B2, Columbus, Ohio, 43271-1235, which is not affiliated with Bank One Corporation. Affiliates of Bank One Corporation receive fees for providing investment advisory, administrative and other services to the funds. Shares of One Group Money Market Funds are not deposits of, or obligations of, or guaranteed by Bank One Corporation or its affiliates, nor are they federally insured by the Federal Deposit Insurance Corporation (FDIC). Although the funds strive to maintain the value of your investment at $1 per share, it is possible to lose money by investing in the funds. Investments in the funds involve investment risk, including the possible loss of principal. Call One Group Services Company at 1-800-480-4111 for a prospectus containing complete information about charges and expenses. Read carefully before investing. Repurchase Agreement Disclosure: investment products are not deposits off or obligations off or guaranteed by Bank One Corporation or its affiliates, nor are they tEderal]y insured by the Federal Deposit Insurance Corporation (FDIC). Investments am subject to investment risk, including the possible loss of principal invested. Past performance is not indicative of future results. ~.hs~Ou~ . . , ~f BankOneJs ..... nt~ to the a=~'~ '-,- Bank One. -~. .'. ':" ,.--'cs't`~c'''" ,~ ,cd t,, '~ ..... .,t~,c. L.~o , .,,~,~ ~.eu ,'-'- ' .',' . .kccot nt. B"'?~' ,.'c rant .;Mtc,' u,¢ ~;-1',, a ~d crcdkS to tn= 'J.ds thc Mh~hnum ']~-~ mk One tthc ' .'%~c balance.. , . &ccOUnt att~ , illkmcc Anlt~u . .. ~t m hw¢stn ,- est~bhshcu ' ~.'.. wc 9cpos~}>- . .. el thrs Sect/on S shall apph. 4nd accepted h3 ~ank One. in addition to .%orions I through 7 :1 One S~te.~.r.~ (d) ~' Cttstofllel. JILLS ictlLje~t~cL bllk h ~. The Prospectus . , · ,. Funds l huficilxll XI,mc~ ~X '~ct :uric . '. . thc Possibilitx that its MUnicipal MOl}ex '%hu'l, ct ~,,c,, naltcc fo ~;mk O/lc 'i} ' Fund. *,' 2')) ~ - · ]],15 not ' ' · 2- . . · or fz) Time tbr d~e One Group (c) A · -- .., .,... ..... .,, . dnectphonecal ~ ~ '. " ]o be cccsscd tim) ,, . id,) D~ldu'~d I ;,,~ · tl~ll ~c c s ' , ~ ~/T,. ..... ' as -.,c,.ms represm Ii ~ ...... 5 .,,u. cs ~11 be dec/ red ~ howm. cr. no redenlptiol~ shall bo made il'lite I'm'gut 13a at]ce Deficit i.5 less that] thc mi~imum amount. - .SI 3MI:R ACKNOWLffDG-,-. ~]~ ~I~RVIcI~s FO FI L: N ]'I .... U t~ '~u ~NCLUDING INVESTMENT ADVIs 5 ~ ' ' ' : '~ES I UI) TO THE INVESTMENT MANAGEMENT COMPANy WHICH IS A .BSIDI, u{y OF BANK ONE CORPORATION, AS THE INvES' ~ ' an~ ~ern ~,~ ~ I"OR 'l'l'lI~ MIj'['i.r/U' FUNDs. 'FIJERIi CAN BE ', I MeN F ..... "~oc~x *~u M. UNTAIN ,X STABLE NET ASSET VAI UE O~© /~SSURANCE TI'tAT oUB-ADMINiSTRAToR . - : ' 51.0~) ANy iMUTtJAL FUND WILL 8U ABLE TO 'i/fl t'l 'R tL X.NI< I)IfPOSITs NOR BANK f)Nl~ '. ,ot.u LOss OF PRINCIp/M,. Il. Ih MUTu,,Xl. . . SI[,4REs INVc~rwr. ...... OB[,IG, vFIONS AN/)ARI~ N()T [N%URI.JD OR 2 ut'7 "1'I IE FDIC, TI {E UNI'FED STA FIlS ( }O\'ERN,MENT. OR ,\NY S'i-.\ I'1~ GOVERXMEN'F OR \NY ,-\GI!NCY OR UNIT THEREOF. OFRll~-~ge~. It' tile L/LiSIOlusr has selsctsd f)Ft~shoFs Dsp,~sits ns a One S~xeep-hlxestmsnt ahernati,,e, tile pro~isious et'this Section O shall appl? hi addition to Ssetions I through 7: ()i"l"qJlol'~ K)epos{Ig ('h~e '<x\~el~-Inxestmelll \[ternaLi~. WltdSl' tile Offshore Deposits 01/c S~eep-[nxestment alternatixe, the h~estmcl~t Balance is sxxept 15'om thc AccoLIIi[ into Off'here Deposits at a Ca?~ama Islands branch of Bank sxkept fi'om the specified AccotHlt into ()f~horc Deposits. To the cxtc~t Customer has chosen the Off'here Deposit One Balance ~ki[I. as desigm~rcd b5 thc Customer on the One Skxcep-[nxcsrment Authorization. {i> be sx~cpt into the Ropes ahematix e. or (ii) remain in thc applicable &ccount. Ibr k~ h ich Cttstomcr kx iH recei\e earnings credits. Ot'F, hor~D¢l~t>si~. ()~'I}slttlrs Dsposits are pasabIe onI> at or I15 dirsction oF Bank ©he's Caxuta~l Islands oFFshore bF:mch. Customer acl, n~\x ledges that thc o(l'shore bFanch accmlnt is maintainsd b~ Bank One IbF its customers gcncrall> and dsposits to an oflChorc fi~reign Dranch account tt ill 10s eo-minglsd with {he deposits nFother ettstonlers ol'BaHk One. it) I'a5 i=~nl'f%h~cJ~c~il~ :md Int~st o~ <~flkh~l?nsi~. Each Off,shore Deposit shall cam interest at a rate per annum equal ltl thc rate scl b~ Bank One Ii'om time lo time calculated ~m :t 360 da> 5eat' basis tbr the actual number of days clapssd ("lnterest"). Each I)l't~hore I)cposit shall mature {mths busiuess till5 Folio\vinE the business day it \LaS made C;Nlaturit> Date"). On the Matut'ity Date. an amount cqmtl to the Off'shore Deposit and the Interest either shall be axailable in lhe Accoum x\hich was debited in inaking the Olllshore Deposit or otherwiss shall bo made a\'ailable to Castomcr. IMP~O£CI',.\NT D2SL]_OS/ RliS llFGAg~L~IbLtS_EkII! OI:F<iklL)LiF DI:PG~;ITS. [NVF:S'FMENTS iN O[:FSHORE I)IiPOSH'S INVOLVE INVt!S I'MENT R15KS. INCLUI)I*G POSSIBI,E [.()SS OF PRINClP.,\I. ANIOI 'NI' INVESTED. ~1' FSI IORI~ I)EP( )SITS ARIi SUI~./ECT I'O t:l/OSS-Bt)lil)lill RISKS. ARE ,.\N OBLIG,\ HeN OF I'11E ,\PPLICABLE dANK ()NE OI:FSHORli BR,\NCII ,\ND -\RE NO F INSURED OR O FHERWISE GIJARANTEF_D BY B.\NK ONE OR ANY ()1: ITS AFI:II.IATES. 1'11E Fl!DIS:l/,\l~ DEPOSIT INSURANCI! CORPORATION (FDIC) OR BY ANY OTHER GOVERNMENTAL/\GENCY OR GOVERNMENT SPONSORED AGENCY OF TIIE FEDERAL GOVERNMENT OR ,.\NY ST/\TE. IN TI-IE EVENT OF A LI(.)UID,\TION OF BANK ()NE. OFFSHORE DEPOSITS WILl_ II,.\VE L. ESSER PREFERENCI~ THAN DOMI.]STIC DEPOSITS. lO. EedJ~m~dsJimt:.~d (,,\ ,-~5Jab~J.m~:cspe~aJmlLBmlks OI1~ IFthe Cu,;tonlsr has selected I:cd l:unds invested as il (.)its $~\ssp-Inxestutsnt alternative, the pro\ isioHs el'this Ssction IO shall appl? itl addidou h) Ssc/ions I thr,ugh 7: 'k~Lk~.n~tt',L~tgd~J. nc S~xc~l~hl_\.e'illl~nt Ahc~alive Under lhe Fed Ftmds In~estcd Ouc Swecp-lm~cstment ahumali~o, lilt In~cstnluul [ = ma.co is swept ~¥o111 the Accou)lt into a commingled account ~ith gall\ Olio at thc end oFeach li'l)lll lbo spcciliud ..kco)~mnl into Fo, I Pm,ds. Bank Ozau is thc prim~cipai. CemnLin~lcd~omtL Ctlstonlsr ad, lion, ledges that sach ctmmtingled account is malntai.ed h\ Hank Oils l;)r ils custOlllS)':i .tzuner;lII5 arid IIis II~u:~tltlCll11½alallcS ~ ill be eOlllllliilgled ~ till tile dsp.sils ,ll'olher CtlStOlnurs lnlc~gst. Fed Funds hwssted shall cant interest at a rats per anntul~ equal Itl the I'atc sst b5 l)ank One i"rom tilns to time ealctda(ed Oll a 360 day >ear basis tbr the actual number el'days elapsed ("Interest"). I':gd Funds In\estsd shall mature ,m the bu:~ins:is day thllowing the business day the investment \vas made ("Maturity Date"). On tile Maturity Date. an ;unounl equal hi ths Fed Funds Iit~estsd alld Ills in~srest eithsr shall 10s avaiIable ill the Account that ~\as dsbited in mnnking die in~e~itment or olllsrwiss shall I)e iliads availabIe h> Customer. Idl I.MItOILLL'-'XNT DI.SCLOS ~LLL(ESJ~-EGARDING FEISLI:I/ND~S. FIED FUNDS .\l,~ll NOT INSI.rRED OR I}!'\I/AN'I'flED BY BANK ONE O1~...\NY OF ITS AFFII.IA'H~S. I'IIE FEDEt~,AI. I)I!I'OSII' INSliR.\NCI( I~a.I, ~ his ( hlu 'q~ccp 5-hlvushllel~! Servitje I CrlU5 t I I ()2} i oFT \GE.NC'f OF THE F :.DIOR..\[_ GOVI~P,~M~NT :'F6zdJZu~J.s Borre~_,._cEl -\vaiJ~bLcJ.oa-Corr~"~pm~deni R,:ml~_E~tlt. [£'lhe Customm' has selected Fed Funds Borro~ed as a One S~eep-h]x estnlent alternative, tile pL'm isions of\bis Section I I shall appb in addition Lo Sections I througll 7: Fed Fmlds Iz~orrox~ed Om, S~\ec~zjl~esrment -\h~tlaLix_~. Under tile Fed Funds Betrothed One ~t~ecp - hives\men\ alternative, in the e~en[ d~e available bakmce in the Account is less thau tl~e Tm'~et Balance Amount. Bani, One ~k ill "lomf' the Customer an alllOUI1[ O[' Fed Ftlllds suFlScient to bring tile avaiIabJe baklllCe in-the .-kC¢Otlllt tO the Tar2et ~il[ZlllCe .kmount t"Loan galance;'). In the event the diFt~rence betxxeen the akailable balance and the Target Bakmce An~ount is less than the minimum sx~eep amount, no Fed Funds Borro~xed transaction x~ ill be initiated. Intere'~t Fed [:ends Borro~ed shall accrue interest, at (tile) rate(s) per annum equal to tile ratels) set bx Bank One time to tin\e calcuklted on a 360 day >eat' basis (or the aetttal number of da.,,s elapsed (-Interest"). Fed Funcis matm'e on the business day tblloxving tt~e business da? the loan was made (-Maturity Date"L On the Maturity Date Funds Borrowed. all amomlt equal to the Fed FtLnds gorro~,.ctl and the interest accrued shall he dd>itud' t'r~!m thc I:. [~cpo.5. Il'thc CtlstOLtlCr has selected Rel>OS as a One Sxxecp-lnx estment altcmatixe, tile pro\isions oFthis Section 12 ;hall appl} in addition to Nections I through 7: D.cl2n ilion s. [i C;tlt:, the per alii\trill pel'CClllage rate [~)1' dcternlhlation el'tile Interest at M4turit}. 'FIle Repo determined hv B;mk eno a[ld bl sul'~jcct lo cbaLlge \'rein \init to time: "[tlCt)llle" Illt2allS xxitll respect to ally Securities al anv time. any principal thereof then pa,..ablc and all interest, dividends or other distributions tbcrcol;. "Market Value- means x,,ith respect to any Securities ils of any date, the most retch\l? available bid price Far tile Securities. plus aCCl'tle(-[ [llCOIlle t(.) tile extent IlO[ included therein its oF such date (LLnless contrary to market practice fi)r such Securities): liv) "Jlltcrest at ,'x, latttl'it~" llleilLIS with respect ti) ally [~lJrchase Jlcreuudcr as o[' any &tlc. I11c ;1221'cZatc ilmOtlllt ,fix:fined b5 dali> al*lflicacion el'the I~cpo Rate lln' such Purchase to thc Princil[al ,.Xlllt>llll{ lt;~st~h Purchase m~ a 360 day per 5car b:t:ds Ibr the acltlaJ tlunlhcr I)J*diJ~S during thc period commencing ,m (;llld including) Ibc 'Fr:Klc Date fi>r such Purchase :llltJ ending tm (but excluding) thc Maturity Dale: (v) "l~urchase'' shall haxc the/lleiltlillg as spccilScd ill Section 12(hi. { ,. ~ '"[-r;ide Date" ille;i]l!i the date ,,n pdliC]l I~Ul'cllased '5Ucllrilies :ti'...' Ir':llLSlbrred h5 IS;mi, One t,, ( 'llSh'lllCF: "Princilxfl .\UlOLml" nitro1'; mi thc Trade Dale. thc price itt ~dfich Purchased hecuritie~, mc \rand;erred bx [~allk ()ILO tO L'tLStOIIler: (,.'iii)"l>urch:l:icd Securities" means tile Securities transl;zrred by Bank One to Customer in a Purchase hereunder. ;tilt[ any Securities substitulcd therel'~)re: "*hLturity I)ate" ItlCalP4 thc date ~m 'Milch Bank One is L,~ repurchase thc Pm'chased 5euttrities I*l't)Jll CtL:4lomcr. vdticll i'; flit business day succeeding Lite Trade [):tlc: Iklllk ( tIlL' f tIlt; 5\x ?Ull ,-IIIV:,LIIIOlll ~UI",'{CU 'l'er[ll; I I I -LI~_L I *d'? "Net Due 'at MattlriLv" means tile price at ~dlich Ihe Pnrchased Secnrities arc to be u'ansI~rred CtlstoIller tt~ B;lllk Olio tLpOI1 ternlillatioll o[':1 Rill'chase, k~llich k~ill he deterlllincd in each C:l!C ~/~¢ tile tile Principal .&lllOtlnl lind the Interest at Mattn'ib as t~l'the date et'such determination: "Secnrities- means securities [ssned by tile (inited States TreasuO or any agent> et' tile United States Government (x~hich il/ay be available in book enu? tbrnl only). &I?lical~illry On each business day. the parties ma? emer imo transactions in ,.ditch Bani, Oile agl'oo5 hi transtbr to Ctlslomcr Sccarities agai~lst tile sx~cep of t~llldS ffOIll thc spccilScd .-%ccotmm. ~k ith a simlltlJtaneou5 aEreemllent bx Cu~tomm- to transfer to Bank One such Securities o, tt~e succeeding business da>, against the translUr to Customer oF tkmds'b,. Bank One. Bank One agrees to prox ldo Customer ~ ith Securities ~ itl~ a NIarket Value sufficient to cover the Principal -~mount ~t ith respect to an} Pm'chase. [~ach such transaction shall he re[brrcd ti) herein as a "Purchase" and shall be governed by II,ese 5crx icc l'erms unless txhcr~t isc agreed in ~riiing. LLtjri:~rion't'onlSEttUlion'Termiu:~tion On each business day ill ~dlich there exists an [nvestment Balance. Bank One ~, iii enter into a Purchase ~br Customer ill the amount of thc In~esmlcnt Ba[allCO. Upotl agreeing to enter into a Pnrchase hcrmmder. Bank One shall promptl? deliver to Cnstomer a k~rittcn conlimmtion of each Pnrchase (a "Cotlfil'!llatio~l"}. Thc Conlkmatkm shall describe the Securities JspecitSing the CUSIP or a morlgage-backed security poet number, if an~. the "- '., : ".' ' '. ' " · ' ' · " ~ ..... a[ue).identi~ Customer and BankOnc. a[~d Ibnh ii) tho Trade Date. iii} thc Principal ,Mnount. lilt) thc Maturity Date (iv) the Rope Rate tv) Net Due at Nlattu-i% and (vi) i111} addiliOHa[ totals or ctmditiotls of tho Pnrchase not inconsistem t~itll these Service Tut'his. The ~onlSrnlalio~l. to~ether ~ ill~ these Service Terms. shall constitute conclnsixe evidence o1' the terms agreed between Cnstomer and Bank On~ ~ ith respect to the Pnrchase ti> which thc Conl~rmation relates, unless, with respect to the Confirmation. specific objection made proml>tly alicr ,-ccdpt dlcrcor, hi thc c~cnt el'an5 COIII]ic[ I;ctx~ccn thc terms el'such ConlSl'lnation and these Service Forms. ii,ese Ser~ ice Terms shall prevail. On thc N[aturit> Date. terminatio,1 { } l I the Purchase ~ill bc effected [) } I translkr to Bank One of the Pnrchased .>ccuritics against l[Ic trans{~r of the Net Due at Maturil> to the ,.~caount. %'[le~l the test day of a gken month ~idls on a [:riday. Saturday or Sunda~, then die Interest at Maturity earned ['rom Pnrchases entered into on that Friday will be paid on thc next business day Ibr thc [merest at Maturity earned during the day(s) preceding month end and on the l~l[owing business day lbr the period succeeding month end. The Repo Rate paid to Cnstomer by Bank One on Purchases is not intended to be the same as tl~c interest rate or slated rate of tho Purchased Secm'itios; therefore, the Net Dnc at Maturity is independent o1' any flnctuation in thc market price of the Purchased Securities. Earnings on Repos shall be credited to'tt~c Accnum on a daily basis. i,h l~LinlaLc.~_OJLbLv~.l, mem [Iai;races. In ctmnection ~ilh btepos. Bank One hereby discloses that it enters into Purchases prior to die end ~>[' each bnsiness day hascd on its estimate of the amonnt of lhe rimtls that ~iil be a~ailab[e in~cstn~cnt by Repos customers at I]~e end o~' tt~e bnsiness day. AId~ongb Bank One ~ill usc its best el'lbr~s to accnrately cstimalo thc Principal .~Mllonnt lbr thc Pnrchasc that will he entered into on behalf of Customer on each business day. Cnstomer acknowledges and agrees that. o, any husincss cia>. ali or a portion of ils hl~uStmcnt Balance may be unin~cstcdS[' die Nlarkcl Value ~>l'Sect,'ities held by Bank O,lc is less ill;hi lhe Investment Bale,ecs of;ill cuslomers ~l~t~se limds are to be in~estcd in Ropes. [. such an e~cnt. Customer shall be entitled h) lin earnings crcdil established b> [lank eec t?,m~ time to time. to be applied again:~t tl~e I~cs charged b5 Bani, One. Except fbr thc earnings credit described in thi:; scott,re. Cttstomcr ;la~'ccs tJlat {I sJlaJJ llano iii) CIilHI1 against J~Llnk One based o11, tlr I'CkltJng to. J~nl'cJlase5 entered into witi~ other CLJStomors, another customer could have resulted in additiomd invcstmcms made ~br Customer under these Service Terms. Customers thai have selected the Rep~s alternative rather then tho Ol'[~horc Deposit alternative ("Repurchase Agrcmnent Cnstomers") ~hall be entitled to priority in allocating [nveslmcm Balances to Nolwithsmnding an?thing to tile contrary in these Service Terms, no interest shall bc paid on m~ tminvcstcd Invc,im~cnJ Balance dtat is held in file specified Accmnlt at Ballk ()lie. Thc CHstoincr shall Ilotil¥ [lanlx ()nc if OI1 lilly ~,,: ,i.c'is ,I.J5 Ibc ]llkCslmcllt J~ilJilllCC wiJ[ JllCrgasg or dccrcasu COlllpared [o die [ll~Csllncllt Balance I)~l dig [31'0~ i,ltl'5 business I I;inl.; ()cc I hlC '-,v, cop ,,~-Invcslment Scl'vice '['erlll'i J[ I -I)~ ) 5 ,)1'7 alld. ii1 either ease. ~llt: rCSLLIting cll;ttlgt2 ~x ill exceed SZ0 ~ .( ) I .X~[ custmucrs that report large t]ucmatlons xxi~l rcccixc ~ dance x~ ill not bc lhlh inx'c:4cd. Il' Customer fifils to gixe stlch Iii)lice to Bani< One b} I 1:30 a.m. Eastern time. Bank One. sole discretion and ~ ithout liahility to th,2 Custonlcr. ilia} ilO( cIl[cr into Purchases for Customer. (,2) Seom-i~5 lnte~'e~r. Although th,2 parties int,2nd that all Purchases hereunder b,2 sal,2s and purchases and m~t loans, in thc exent all.,.' such P:.u'cl'tascs are dccm,2d to bc loans. Bank One shall b,2 d,2erned to have pl,2dged to Customer. as 4cctu-iB:' Ibr the pert~_wnlance by Bank One of its obligations under each such Purchase. and shall be deemed to ha',,e 2ranted rtl Customer a s,2¢:_tl'it',.' int,2rest in. all of th,2 Purchased Securities v, ith respect re ali Purchases hereunder and all proce'7'ds [hereof. ( f} P;L',lnenr :md From:ItT L!nl,2ss ofllerv, ise mutuall5 a~reed, ail wanst'ers of funds Jlereunder shall be in immediateh. as ailabl,2 t"uads. All PU('L:hased Securities t('ansferred by one party hereto Lo tim otI'~er shall be through book entq. transfer b~.' [3ank One or oth,2r identification on Bani,: One*s records that tile Purchased Security belongs to either Customer or Bani., One. lC) .~oj..St2,2,?tion of Pl.'chaz2zd Necm'iIie,4. To the extent retluircd IB. applicable la~x. all Purchased Securities in thc possession o1' Bank (b~le shall be segregated fi'om other SCCLU'itieS in hs possession 3nd ~hall be [dentilied as stdZjccl re these Scrxicc l'cnns. Scgregatiou max be accomplished I*5 appropriate idcntit~catit~n on thc books :ultJ i'ecoFd5 o}' the holder. h~chtding a tlnanchd inlet'mc(Jim') or a clearing L~cu.mrc d D i'tcl:_Uurc 137\NK ONE IS NOT PERMITTED 'FO SUBSTITUTE O FIIER SECURITIES FOR THOSE SUBJECT I'O THESE SERVICE TERMS AND'I'IIEI~EF()RE MUST [4EEP CUS'FOMEIUS SECURITIES SEGREG,~X'FED :XF :XIA. FIMES, I.'NI.I{SS IN TIIESE SI~RVICE I'ERMS, CUSTOMER GR.XNTS B,XNK ONE FHE RIGHT TO SI.:BSTITU'I'E O1-HER SIECURITIES. IF CI~S'FONIER GR,XNT5 THE RIGHT TO SUBSTITUTE. THIS MEANS THAT CUSTOMER'S '~CURII'I[~S WILL I.[KELY BE COMMINGLED WITH BANI< ONE'S OWN SECURITIES DURING TIlE TRADING ,)AY. CI.rSTONIER IS ADVISED 'FI IAT. DURING ANY TRADING DAY FHE CUSTONI~IUS SECURITIES ARE COMMINGLED WI'I'H BANK ONE'S SECURITIES, TIIEY MAY BE SUBJECT TO LIENS GRANTED BY BANK ONE TO 'FI[IRD PARTIES AND MAY BE USED BY B.kNK ONE FOR DELIVERIES ON OTHER SECURITIES FRANSACTIONS. WHENEVER TIlE SECURITIES ARE COMMINGLED, BANK ONE'S ABILITY TO RESEGREG;kI'E SUBSTITUTE SECURFFIES FOR CUSTOMER W[LL BE SUBJECT TO BANK ONE'S ABILITY TO SATISFY ANY I.IEN OR 'FO O[YF,'klN SUBSTITUTE SECURITIES. [isc._~lLISmplo__,,:uc__J~alL_A_'~.scts. I1' asset:i o1' any cmplo>cc benefit plan quiknet to an> pmHsi,m of thc Emploscc Rctircmcm Income Sect(ri(5 Act ,>l' 1~)74 ~"ERISA")are intended Lo be tl~ied b5 Custtm~er in a I}urchasc. Customer shall m~lil} B:lnk ( )nc pr~t~' lq~ thc Purchase. Custonlm' hereby represents and wan'acts to Bani< One (hilt I1Q PLII'CII[ISC constitutes a prt~hilqtcd mmsaction under ERIS,'X m' is odtcrwisc exempt thcrclhmL and Bank One may proceed in reliance thereon but Ill Ncclion 7.11(7) ,)1' I'itlc I I el'thc [JtlitctJ States Ct)dc. als amended. h i:.; mld,21";tood that either party's right [o lit. luidate sccuriti,2s dcliver,2d [o it in cermet(ion with Purchases hereL lde' liqtlidatc '~uch P:u'chase :is described ill S,2cti:m 555 i.ll]d 559 ot'll'itle I I ,)['thc United Stat,2s Cod,2. as amended. ti) Di:4cl~,xure Refl2fiuL'_~{~ (:erl~i~E'm..lural PrlX'~zliun~. 'File parties ackno,,,dedgc that ~lll~' Purchases under this .\grccmcm arc obligations ,d' I~ank ()lie c,*llatcralized by %ccttritie,L ['he Partic4 also ackln)wlcdgc that th% have beell ;l:I,, i.,cd Ih;il ['lllld4 held b5 I};llllx ()tlc Iltll"qll~lll[ h) ti I:tlrchahc [lcl'C[llldcl' :ll'C ilt)l ri dCl¢.,;it ii:~r' arc thc% insured ,11' gtl~lllZllltecd BANK ONE. tile Fedel'al Deposit I~sttt':mce Coq¢oration (FDIC'~ the I 5tired SI;nos Go,.'cmn~cnt. or a:L,, agcnc.x o1' thc United States ~LIlIlJ~, 'qt:ItenlOLLLS. Bank OiJc will l~.~rnish account slat¢:llcnts either iudix idualJx or to,.z, ether with t)tller Customer ';tatemcnts to CtJstolller on a periodic, but no less (ret uent than mo ~ Iv. Ix~sis xx hicl~ shall set tbrlh all Purchases entered into during the staten~¢nt period. Customer sllall rcccixe cold'~nllation o£'Pm'chases pursuant to Section t il.mi,. Customer Name ("Customer"): Mailing ,Address: Bank O,lc One Sweep,~-Investment Authoriz~lfion Contact Nanlc: Contact Phone No.: Taxpayer ID No.: .\ccount No. ("Account'"): State where ..~CCOLIIlt is located: {"}lle 5ip,'eep-]T~Vestment :litprn:~li',es. Custollter betel)5 specifies tile /'ollov, ing Olle 5x~eep-hlvestmentalternative Ibr tile :\ccount: Repurchase Agreenlents Ol'ghore U.S. Dollar Time Deposits (if$10OJ}l)O minimum trade not met. investment ~ill default into the Repos Alternative) Offshore U.S. Dollar Time Deposits (i1:$100.000 minimum trade not met. Investment Balance will remain in applicable Account k~ith earnings credits) J:ed [7LHlds (~'t)' correspondent banks enl.\ : Fed Ftmds [n~ested Fed Fund Borrm~ed Fed Funds Invested and Borrowed Mutual Funds: One Group Prinle Money *larket Fund - Class A Shares One Group U.S. Treasury Securities Money Market Fund - Class A Shares One Group Municipal Mone,, Market Fund -Class A Shares One Group U.S. Govermnent Securities Money Market Fund - Class A Shares Institutional Funds ($I million average monthly investment balance required): Onc Group Freasury Only Money Marl<et Fund - Class ()tlc ( }roup G,~vernlm:nt Money Market Fund - Class S One Group lnstitotional Prime Money Market Fand - CklsS Printed Nanlc: Fide: Signature: Printed Name: Title: Date: One ( )ne Sweep-hlve:itmem Service 'l'ernq:i Authorization ( I 1-02) I of t ~ooooooooooooo~ooooooooooooo ~ooooooooooooo~ooooooooooooo 000000000000000000000000000000 ~ooooooooooo~oooooooooooooooo~ ~ooooooooooo~ooooooooooooooo~ 0000000000000000000000000000000 o~oo~oo~oooooooo~oooo~~ m~~ooo~oooo~oooooo~ ~ooooooooooooooooooooooooooo~o ..ooooooooooooooooooooooooooo.o 00000000000000000 O000000000000 0 0000000000000000000000000000000 0 000000000000000000000000000000 0 0000000000000000000000000000000 0000000000000000000000000000 0000000000000000000000000000000 ~0000000000000~000000000000 W I-- o___ 0 EARNINGS CREDIT RATE Calculation:- Earnings Credit Allowance is the dollar credit on the average positive available balances maintained. If there are negative balances at any time during the month, the applicable bank rate will be assesed as a Negative Collected Balance fee in the itemized services section of your Account Analysis Report. Rate Basis: Bank One, NA will pay for the current month Earnings Credit Rate the previous four week 91-day Treasury Bill wee 'ldy average. This weekly rate can be found in the "Wall Slreet Journal" in the Money & Investing section under Money Rates or on the Intemet under http://www.publicdebt, treas.gov/offo faicqry.htm. Historical Rates for the past year: 10/02 1.600% 11/02 1.600% 12/02 1.250% 01/03 1.150% 02/03 1.150% 03/03 1.120% 04/03 1.100% 05/03 1.050% 06/03 .900% 07/03 .900% 08/03 .950% 09/03 .900% 10/03 .900% 11/04 .900% BANK-5-ONE Tnterest Rate APY Bank One Business® Hioh Balance Savlnq~s" $0 - $499,999 1.00% 1.00% $0 - $9,999 0.200/0 0.20°/0 $500,000 - $999,999 1.00% 1.00% $10,000 ~ $24,999 0.20% 0.20% $1,000,000 - $2,999,999 1.00% 1.00% $25,000 + 0.20% 0.20% $3,000,000 + 1.00% 1.00% Rate $0 - $9,999 0.40% 0.40% Bank One Business~J Checkinas~ $10,000 - $24,999 0.400/0 0.40% All Balances 0.30% $25,000 - $49,999 0.50% 0.50% $50,000 + 0.55% 0.55% Bank One Commercial Checkinos" & Bank One Commercial Checkino with Large Corporate 0.30% Middle Market 0.30% Deposit of ~lr000 Deposit of $100rO00 , Interest Interest Term Rate APY Rate APY 14- 31 Days* 0.50% 0.50°% 0.65% 0.66% 32- 89 Days* 0.50% 0.50% 0.65% 0.66% 90- 179 Days* 0.55% 0.55% 0.70% 0.71% 180- 364 Days* 0.60% 0.60% 0.80% 0.81% 12- 17 Months 0.90% 0.90% 1.09% 1.11% 18- 23 Months 1.34% 1.35% 1.54% 1.56% 24- 35 Months 1.73% 1.75% 1,98% 2.01% 36- 59 Months 2.37% 2.40% 2.62% 2.66% 60- 83 Months 3.30% 3.35% 3.54% 3.59% 84- 120 Months 3.83% 3.90% 4.07% 4.13% FOR INSTITUTIONAL CLIENTS One Group~ Institutional Prime Money Market Pund One Group® Treasury Only Money Market Fund One ~roup, Government Money Market Fund Table of CONTENTS Fund Summaries: investments, Risk & Performance One Group Institutional Prime Money Market Fund One Group Treasury Only Money Market Fund One Group Government Money Market Fund 1 4 7 More About The l~unds Principal Investment Strategies Investment Risks Portfolio Quality and Maturity How to Do Business with One Group Mutual Funds Purchasing Fund Shares Exchanging Fund Shares Redeeming Fund Shares Privacy Policy 20 Shareholder Information Voting Rights Dividend Policies Tax Treatment of Shareholders Shareholder Statements and Reports 22 22 14 17 18 Management of One Group Mutual Funds The Advisor Advisory Fees Financial Higltlight s 22~ Appendix A: Investment Practices 10 I2 13 ONE GROUPe Institutional Prime Money Market Fund FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE What is the goal of the Fund? The Fund seeks current income with liquidity and stability of principal. What are the Fund's main investment strategies? The Fund invests exclusively in high-quality, short-term money market instruments. These instruments include corporate notes, commercial paper, funding agreements, certificates of deposit and bank obligations. The Fund will comply with Securities and Exchange Commission ("SEC") rules applicable to ali money market funds, including Rule 2a-7 under the Investment Company Act of ~94o. The Fund will concentrate its investments in the financial services industry, including asset-backed commercial paper programs. For more information about the Institutional Prime Money Market Fund's investment strategies, please read "More About The Funds" and "Principal Investment Strategies." What are the main risks oflnvesting in the Fund? The main risks of investing in the Fund and the circumstances likely to adversely affect your investment are described below. Before you invest, please read "More About the Funds" and "Investment Risks." MAIN RISKS Credit ,~tsk. Because the Fund only invests in high-quality obligations and limits its average maturity to 9o days or less, credit risk is minimized. Nonetheless, if an issuer fails to pay interest or principal, the value of your investment in the Fund could decline. Because the Fund invests in securities that are backed by "credit enhancements" such as letters of credit, the value of your investment in the Fund also co uid decrease if the value of the securities in the portfolio decreases in response to the declining credit quality of a credit enhancement provider. Concentration. The Fund will invest a significant portion of its assets in the securities of companies in the financial services industry. Because of the Fund's greater exposure to that industry, economic, political and regulatory developments affecting the financial services industry will have a disproportionate impact on the Fund. These developments include changes in interest rates, earlier than expected repayments by borrowers, an inability to achieve the same yield on the reinvestment of prepaid obligations and federal and state laws which may restrict the remedies that a lender has when a borrower defaults ou a loan. interest Rate Risk. The yield paid by the Fund will increase or decrease with changes in shorbterm interest rates. NetA~'set Value. There [s no assurance that the Fund will meet its investment objective of maintaining a net asset value of iLoo per share on a continuous basis Not FDIC insured. An investment in the Fund is not a deposit of Bank One Corporation or any of its affiliates and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $~,oo per share, it is possible to lose money by investing in the Fund. FUND SUMMARY Institutional Prime Money I Market Fund How has the Fund performed? By showing the variability of the Fund's performance from year to year, the char~ and table below help show the risk of investing in the Fund, Please remember that the past performance of the Fund is not necessarily an indication of how the Fund will perform in the future. Bar Chart (per calendar year)' -- Administrative Class Shares The Bar Chart shows changes in the Fund's performance from year to year. Total returns assume reinvestment of dividends and distributions. s% 6.30% 4 0 2000 2001 , For the period/rom Januap/L 2002. through September$o, 2002, the Fund's tote~l return was ~ 36% Historlce21 performance shown.for Administrat~ve Class prior to its inception is based on the performance oj~ Class I, the original class o~fered. Prior class pe(formance has been adjusted to reflect the di~ference; iN expenses between classes 8estQuarter: ~.6~% 3Q2ooo Worst Quarter: .6o% 4Q2oo~ ~:UND ~UMMARY J Institutional Prime Money Market Fund The Average Annual Total Return Table shows the Fund's average annual returns for the periods indicated. Avera§e annual total returns for more than oneyear tend to smooth out variations in the Fund's total returns and are not the same as actual year- by-year results. Average Annual Total Returns through December 31, 2oo], Administrative Class ll/1/01 4.08% 5.23% Historical per. forrnance shown.for Adrn inistrative Class prior to its inception is based on the pecformance qf Class I, the original doss o.f~fered. Prior class pe~orrnance has been adjusted to rej'lect the differences in expenses between classes. To obtain current yield information, call toll-free 1-877-691m~8 or visit www.onegroup.com. Fees and Expenses This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. (expenses that are deducted from Fund assets) ADMINISTRATIVE C~SS Investment Advisory Fees .10% Other Expenses, .17% Total Annual Fund Operating Expenses .27% ' Administrative Cla~s shareholders pay a shareholder servicing]ge of up to 70% of the average da~ly net assets of such shares. The services provided rn~y include providing reports and other information related to the rnainten~nce o/shareholder accounts. Examples The examples are intended 1 YEAR 3 YEARS 5 YEARS 10 YEARS to help you compare the $28 $87 $t52 $343 cost of investing in the Fund with the cost of investing in other mutual funds. The examples assume that you invest $~0,000 in the Fund for the time periods indicated and reflect what you would pay if you either redeemed allofyour shares or continued to hold them at the end of the periods shown. The examples also assume that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Your actual costs may be higher or lower than those shown. There ~s no sales charge (load) on reinvested dividends. r 3 ONE GEOUPe Treasury Only Money I Market Fund FUND SUMMARY: JNSTRUNtENTS, RISK & PERFORMANCE What is the goal of the Fund? The Fund seeks high current income with liquidity and stability of principal with the added assurance of a Fund that does not p~rchase securities that are subject to repurchase agreements. What are the Fund's main investment strategies? The Fund invests exclusively in short*term U.S. Treasury bills, notes and bonds. The Fund will comply with SEC rules applicable to all money market funds, including Rule 2a-? under the Investment Company Act of 194o. For more information about the Treasury Only Money Market Fund's investment strategies, please read "More About the Funds" and "Principal Investment Strategies." What are the maln risks of investing in the Fund? The main risks of investing in the Fund and the circumstances likely to adversely affect your investment are described below. Before you invest, please read "More About the Funds" and "Investment Risks." MAIN RISKS Interest Rate £isl~. The yield paid by the Fund will increase or decrease with changes in short-term interest rates. NetAsset Value. There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of 5~.oo per share on a continuous basis. No t FDfC Insured. An investment in the Fund is not a deposit of Bank One Corporation or any of its affiliates and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at SLoo per share, it is possible to lose money by investing in the Fund. FUND SUMMAEY Treasury Only Money Market Fund How has the Fund pen~ormed? By showing the variability of the Fund's performance from year to year, the chart and table below help show the risk of investing in the Fund. Please remember that the past performance of the l:und is not necessarily an indication of how the l:und will perform/n the future. Bar Chart (per calendar year)' -- Administrative Class Shares The Ear Chart shows changes in the Fund's performance from yea r to year. Total returns assume reiovestment of dividends and distributions. 8,°. 6 5.41% 5.74% 3.76 i 4.40% o 1994 1995 1996 1997 1998 19g9 2000 2001 For the period,from January ~, 2002, through September 30, 2002, the Fund's total return was ~.16~,~. Historical performance shown j~or Administrative Class prior to its incepnon is based on the performance of Class I. the anginal doss offered. Poor class performance has been adjusted to reflect the differences in expenses between classes, Best 0,uarter: 1.49% 40_looo Worst Quad:er: .S4% 40'1ooI The Average Annual Total Return Table shows the Fund's average annual returns for the periods indicated. Average annual total returns for more than one year tend to smooth out variations in the Fund's total returns and are not the same as actual year- by-year results. Average Annual Total Returns through December 3L 2oo~' Administ~atJ. ve Class 11/1/01 3.73% 4.86% 4.71% , Historical performance shown.forAdministrative Class prior to its inception is based on the performance o, f Class I, the original class offered. Prior class performance has been adjusted to reflect the differences in expenses ~etween classes. To obtain current yield information, call toll-free 1-877-69r-m8 or visit www.onegroup.com. FUND SUMMARY Treasury Only Money Market Fund FeesandExpenses Thistable describesthe feesand expensesthat,you may payifyou buy and hold shares ofthe Fund. ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets) ADMINISTRATIVE CLASS Investment Advisory Fees .08% Other Expenses, .16% Total Annual Fund Operating Expenses .24°,,0 , Adrninlstra tire Class shareholders pay a shareholder ser,l~c~ngfee of up to ~o% of the overage daily net assets of such shares. The services provided may include providing reports and other inforrnotlon related to the rn~intenance of shareholder accounts. Examples The examples are intended 1 YEAR 3 YEARS 5 YEARS 10 YEARS to help you compare the $25 ST/ $135 $306 cost of investing in the Fu nd with the cost of investing in other mutual funds. The examples assume that you invest $1o,ooo in the Fund for the time periods indicated and reflect what you would pay if.you either redeemed all of your shares or continued to hold them at the end of the periods shown. The examples also assu me that,your investment has a 5% return each year and that the Fund's operating expenses remain the same. Your actual costs may be higher or lower than those shown. There is no sales charge (load) on reinvested dividends. I 6 o N E ¢ R o U P. Government Money Market Fund FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE What is the goal of the Fund? The Fund seeks high current income with liquidity and stabiiity of principal. What are the Fund's main investment ~trategies? The Fund invests exclusively in high-quality, short-term securities that are issued or guaranteed by the U.S. government or by U.S. government agencies and instrumentalities. Some of the securities purchased by the Fund may be subject to repurchase agreements. The Fund will comply with SEC rules appIicable to all money market funds, including Rule 2a-7 under the Investment Company Act of t94o. For more information about the Fund's investment strategies, please read "More About the Funds" and "Principal Investment Strategies." What are the main risks of investing in the Fund? The main risks of investing in the Fund and the circumstances likely to adversely affect your investment are described below. Before you invest, please read "More About the Funds" and "Investment Risks." MAIN RISKS interest Rate Risk. The yield paid by the Fund will increase or decrease with changes in short-term interest rates. NetAsset Value, There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of St.oo per share on a continuous basis. Not FDIC Insured. An investment in the Fund is not a deposit of Bank One Corporation or any of its affiliates and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.oo per share, it is possible to lose money by investing in the Fund. I 7 FUND SUMMARY Government Money Market Fund How has the Fund performed.:' By showing the variability of the Fund's performance from year to year, the chart and table below help show the risk of investing in the Fund. Please remember that the past performance of the Fund is not necessarily an indication of how the Fund will perform in hb.e future. Bar Chart (per calendar year)'- Administrative Class Shares The Bar Chart shows changes in the Fund's performance from year to year. Total returns ass ume reinvestment of dividends and distributions. 6.13% 5.60% 5,'[6% 5.30% S,21% .... 0 1994 1995 1996 1997 1998 1999 2000 2001 , For the penodfrom lanuac/L 2002, through September 3o. 2002. the Fund's total return was ~,a8%. Historical performance shown for Adrmnistrative Class prior to ~ts inception ~s based on the performance of Class I, the original class offered. Prior class performance has been adjusted to rej~ect the d~fferences in expenses between classes. Best Quarter: 1.58% 30-2000 Worst 0,uarter: -57% 40_2001 .The Average Annual Total Return T¢ble shows the Fund's average annual returns for the periods indicated. Average annual total returns for more than one year tend to smooth out variations in the Fund's total returns and are not the same as actual year- by-year results. Average Annual Total Returns through December 3~, Administrative Class 11/1/01 3.98% 5.2I% 5.03% Historical performance shown for Administrative Class prior to its inception is based on the performance of Class I, the original class offered. Prior class performance has been adjusted to reflect the differences in expenses between classes, To obtain current yield information, call toll-free t~877-69~-~1~8 or visit 8 FUND SUMMARY FeesandExpenses Government Money Market Fund This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Investment Advisory Fees .08% Other Expenses, 36% Total Annual Fund Operating Expenses .24% ' Administrative Class shareholders pay ~ shareholder servicing fee of up to.loO, g of the average daily net assets o~ ~uch shares. The services provided may include providing reports and other m/orrnatlon related to the rnc~inten~nce of shareholder c~ccounts. Examples The examples are intended 1 YEAI~ 3 YEARS 5 YEA.~S 10 YI~ARS to help you compare the $25 SW $135 $306 cost of investing in the Fund with the cost of investing in other mutual funds. The examples assume that you invest $]o,ooo in the Fund for the time periods indicated and reflect what you wouJd pay if you either redeemed all of your shares or continued to hold them at the end of the periods shown. The examples also assume that you r investment has a 5% return each year and that the Fund's operating expenses remain the same. Your actual costs may be higher or lower than those shown, There is no sales charge (load) on reinvested dividends. ONE GROUPe More About the Funds Each of the three funds described in this prospectus is a series of One Group Mutual Funds and is managed by Banc One Investment Advisors Corporation. For more information about One Group and ganc One Investment Advisors, please read "Management of One Group Mutual Funds" and the Statement of Additional Information, PRINCIPAL INVESTMENT STRATEGIES The three mutual funds described in this prospectus are designed to produce high current income consistent with liquidity and stability of principal. The principal investment strategies that are used to meet each Fund's investment objective are described in "Fund Summaries: Investments, Risk & Performance" in the front of this prospectus. They are also described below. There can be no assurance that the Funds will achieve their investment objectives. Please note that each Fund also may use strategies that are not described below, but which are described in the Statement of Additional Information. ONE GROUP INSTITUTIONAL PRIME /~ONEY MARKET FUND. The Fund invests only in U.S, dollar denominated securities. · The average maturity on a dollar-wei§hted basis of the securities held by the Fund will be 9o days or less. · Each security held by the Fund wall mature in 397 days or less. · The Fund will acquire only those securities that present minimal credit risks. · The Fund invests excfusivdy in money market instruments. These include, but are not limited to: ~. corporate notes; a. commercial paper; :~. funding agreements; 4- certificates of deposit; and 5. bank obligations. · Under normal conditions, the Fund will invest at least 25% of its total assets in securities issued by companies in the financial services industr'/, although the Fund may invest less than 25% of its total assets in that industp/if warranted due to adverse economic conditions and if investing less than that amount appears to be in the best interests of shareholders, The financial services industp/includes banks, broker-dealers, finance companies and other issuers of asset*backed securities, · The Fund may lend its securities. 10 ' wHAT iS AVERAGE WEIGHTED MATURITY? Average ~eighted maturity is the average o~ all the Cu trent maturities (that is, the'term of the secu'rities) of the'individual securities in a fund calculated so as to count most heavily those securities with the highest dollar value. Average Weighted maturity is important to Investors as an indication ora fund's sensitivity to changes in interest rates. The longer the average weighted maturity, the more fluctuation in yield you can expect. ONE GROUP TREASURY ONLY MONEY MARKET FUND. The Fund invests onJy in U.S. dol[aF denominated securities. · The Fund invests exclusively in short-term U.S. Treasury bills, notes and other U.S. obligations issued or guaranteed by the U.S. Treasury. If the Fund decides to change this strategy, shareholders will be given 60 days advance notice. · The average maturity on a dollar-weighted basis'of the securities held by the Fund will be 90 days or less. · Each security held by the Fund will mature in 397 days or less. · The Fund will acquire only those securities that present minimal credit risks. · The Fund may[end its securities. denominated securities. · The Fund invests exelusively in short-term securities that are issued or guaranteed by the U.S. government or its agencies and instrumentalities, some of which may be subject to repurchase agreements. If the Fund decides to change this strategy, shareholders will be given 60 days advance notice. · The average maturity on a dollar-weighted basis of the securities held by the Fund will be 9o day's or less. · Each security held by the Fund wdl mature in 397 days or less. · The Fund will acquire only t hose securities that present minimal credit risks. · In addition to fixed-rate government securities, the Fund also will invest [n variable and floating rate government securities and other money market funds that have similar investment policies and objectives. These money market funds must only invest in securities with short-term ratings equivalent to or higher than those in which the Fund invests. · The Fund may lend its securities. INVESTMENT RISKS The maLn risks associated with investing in the Funds are described below and in "Fund Summaries: Investments, Risk & Performance" at the front of this prospectus. Additional risks are described below. N ET aSSET V~,LU E. There is no assurance that the Funds will meet their investment objectives or be able to maintain a net asset value of $1.oo per share on a continuous basis. F~XEO INCOME SECURmES. Investments in fixed income securities {for example, bonds) will increase or decrease in value based on changes in interest rates. If rates increase, the value of a Fund's investments generally declines. On the other hand, ff rates fall. the value of the investments generally increases. Although money market funds limit such fluctuations by limiting the maturities of their investments, the value of your investment in a Fund could increase or decrease as the value of a Fund's investments increases and decreases to an extent greater than anticipated by the investment advisor. PREPaVt~mT ANO CALL R~SK. Mortgage-backed securities and asset-backed securities are subject to prepayment and call risks. The issuers of these securities may be able to repay principal early, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of mortgage-backed and asset- backed securities. When obligations are prepaid, the Fund may have to reinvest in securities with lower yields. In addition, the Fund may fail to recover additional amounts (i.e., premiums) paid for securities with higher interest rates, resulting in an unexpected capitaI loss. OER~VarWES. The Funds (other than the Treasury Only Money Market Fund) may invest in securities that may be considered to be derivatives. These securities may be more volatile than other investments. Derivatives present, to varying degrees. market, credit, leverage, liquidity and management risks. WHAT [SA DERIVATIVE? Derivatives are securities or contracts (Nike futures and options). that derive their value from the performance of underlying assets or securities. I LLIO. UIO INVESTMENTS. Each Fund may invest up to ro% of its net assets in illiquid investments. A security is illiquid if it cannot be sold at approximately the value assessed by the Fund within seven (7) days. Banc One Investment Advisors will follow guidelines adopted by the Board of Trustees of One Group M. utual Funds in determining whether an investment is illiquid. For more information about risks associated with the types of investments that the Funds purchase, please read "Fund Summaries: investments. Risk & Performance." Appendix A and the Statement of Additional Information. 12 PORTFOLIO O. UALITY AND MATURITY The quality and maturity of money market funds are subject to SEC rules. Ouality is generally restricted to the two highest short-term ratings or their equivalent. Maturity is limited both as to total portfolio average and as to each individual security. With respect to portfolio average, the rules limit the Fund's average weighted maturity to 9o days. With respect to each individual security, the remammg maturity is restricted to 397 days at acquisition. Moreover, the SEC rules limit exposure to a single issuer to 5% of a diversified money market fund's assets (although there is no limit on government securities.) Subsequent to its purchase by a Fund, a security may cease to be rated or its rating may be reduced below the minimum rating required for purchase by the Fund. The Fund's Board of Trustees will consider such an event in determining whether the Fund should continue to hold the security. ONE GROUPe How to Do Business with One Group Mutual Funds PURCHASING FUND SHARES Where can I buy shares;' You may purchase Fund shares: · From Shareholder Servicing Agents. These include investment advisors, brokers, financial planners, banks, insurance companies, retirement or 4re(k) plan sponsors or other intermediaries. Shares purchased this way will be held for you by the Shareholder Servicing Agent. and · Directly from One Group through One Group Dealer Services. inc. (the "Distributor"). Who may purchase Administrative Class shares? Administrative class shares may be purchased by: · Institutional investors, such as corporations, pension and profit sharing plans, and foundations; and any organization authorized to act [na fiduciary, advisory, custodial or agency capacity, including affiliates of Bank One Corporation. Administrative class shares are designed for investors requiring additional services. Accounts may be opened with the Funds' transfer agent, State Street Bank and Trust Company, either directty or through a Shareholder Sep~icing Agent. · If you have questions about eligibility, please call ~-877-69Hn8. When can I buy shares? · Purchases may be made on any business day. This includes any day that the Funds are open for business. The Funds will be closed on weekends and days on which the New York Stock Exchange ("NYSE") or the Federal Reserve are closed, including the following holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, independence Day, Labor Day, Columbus Day, Veterans Day', Thanksgiving, and Christmas Day. · Purchase requests will be effective on the day received and you ',vi[[ be eligible to receive dividends declared the same day, if such purchase orders are received: (i) before 3:oo p m, ET for the TreasurJ Only Money Market Fund; and (ii) before S:oo p.m. ET for the Institutional Prime and Government Mone7 Market Funds. · On occasion, the NYSE closes before 4:00 p.m. ET. When the NYSE closes early, purchase requests received after the NYSE closes will be effective the following business day. Each Fund. however, reserves the right to remain open for extended hours following an early close of the NYSE. [f your purchase request is received during extended hours, it will be effe~ive the same business day. Purchase requests received after a Fund closes will be effective the following business day. Shareholders will receive notice at ww~,v.onegroup.com if a Fund remains open following an early close of the NYSE. · In addition, the Fund's custodian, State Street Bank and Trust Company, must receive "federal funds" before the above noted times (each Fund's "cut-off time"). If State Street Bank and Trust Company does not receive federal funds by the cut- offtime, the purchase order will not be effective until the ne.ct business day on which federal funds are timely received by State Street Bank and Trust Company. · If a Shareholder Servicing Agent holds your shares, it is the responsibility of the Shareholder Servicing Agent to send your purchase or redemption order to the Fund. Your Shareholder Servicing Agent may have an earlier cut-off time for purchase and redemption requests. · The Distributor can reject a purchase order if it does not think that is is in the best interests ora Fund and/or its shareholders fo accept the order. · Shares are electronically recorded. Therefore, certificates will not be issued. How much do shares cost? · Shares are sold at net asset value ("NAV"), · NAV per share is calculated by dividing the total market value of a Fund's investments and other assets (minus expenses) by the number of outstanding shares. The Funds use their best efforts to maintain their NAV at $1.oo, although there is no guarantee that they will be able to do so. · NAV is calculated each business day as of 3:oo p.m. ET for the Treasury Only Money Market Fund and at 5:00 p.m. ET for the Institutional Prime Money Market Fund and the Government Money Market Fund. · On occasion, the NYSE will close before 4:00 p.m. ET. When the NYSE closes before the times listed above, NAV will be calculated as of the time the NYSE closes. How do I open an account? '~. Read the prospectus carefully, and select the Fund or Funds most appropriate for you. a. Decide how much you want to invest. · The mintmum initial investment for Administrative Class shares is $I,ooo,ooo per Fund. · You are required to maintain a minimum account balance equal to the minimum initial investment in each Fund. · Subsequent investments must be at least $5,ooo per Fund. · These minimums may be waived. 3. Complete the Account Application Form. Be sure to sign up for all of the account privileges that you plan to take advantage of. Doing so now means that you wii[ not have to complete additional paperwork later · Federal regulations require all financiai institutions to obtain, verify and record identification information from ail persons opening new accounts or being added to existing accounts. One Group cannot waive these requirements. Account Application Forms that do not contain the required information will be rejected. 4. Send the completed application to: ONE GROUP MUTUAL FUNDS P.o. Box 8528 BOSTON, MA 02266-8528 And authorize a wire to: STATE STREET RANK AND TRUST COMPANY ATTN: CUSTODY AND SHAREHOLDER SERVICES ARA 011 000 028 OOA 99034167 FRO ONE GROUP FUND (EX: ONE GROUP INSTITUTIONAL PRIME MONEY MARKET FUND~ADMIN) YOUR ACCOUNT NUMBER (EX: 123456789) YOUR ACCOUNT REGISTRATION (EX: ADC CORPORATION) 5. If you purchase shares through a Shareholder Se~icing Agent. you may be required to complete additional forms or follow additional procedures. You should contact your Shareholder Servicing Agent regarding purchases, exchanges and redemptions. 6. If you have any questions, contact your Shareholder Serzicing Agent or call 1-877-691-m$, Can I purchase shares over the telephone? Yes. Simply select this option on your Account Application Form and then: · Contact your Shareholder Servicing Agent or calI z-877-69~-m8 to relay your purchase instructions, · Authorize a bank transfer or initiate a wire transfer payable to "One Group Mutual Funds" to State Street Bank and Trust Company to the following wire address: STATE STREET BANK AND TRUST COMPANY ArFN: CUSTODY & SHAREHOLDER SERVICES ABA 011 000 028 OOA 99034167 FRO ONE GROUP FUND (EX: 123456789) (EX: ADC CORPORATION) · One Group uses reasonable procedures to confirm that instructions given by telephone are genuine. These procedures include recording telephone instructions and asking for personal identification, ffthese procedures are followed. One Group will not be responsible for any loss. liability, cost or expense of acting upon unauthorized or fraudulent instructions; you bear the risk o f loss. · You may revoke your right to make purchases over the telephone by sending a letter to: ONE GROUP MUTUAL FUNDS P.o. aox 8528 eOSTON, MA 02266-8528 I~XCHANGING FUND CHARES What are my exchange privileges? You may exchange your shares for shares of any other Fund described in this prospectus. · One Group may change the terms and conditions of your exchange privileges upon 6o days written notice. · One Group does not charge a fee for this privilege. When are exchanges processed? Exchanges are processed the same business day they are received, provided: · State Street Bank and Trust Company receives the request by 3:oo p.m. ET. · You have provided One Group with all of the information necessary to process the exchange. · You have received a current prospectus of the Fund or Funds in which you wish to invest. · You have contacted your Shareholder Servicing Agent, if necessary. Are there limits on exchanges? Yes. The exchange privilege is not intended as a way for you to speculate on short- term movements in the market. Therefore: · To prevent disruptions in the management of the Funds, One Group limits excessive exchange ac~ivit7. llxchange activity is excessive ff it exceeds two substantive exchange redemptions within 3o days of each other. · Excessive exchange activity will result in revocation of your exchange privilege. · In addition, One Group reserves the right to reject any exchange request (even those that are not excessive) if the Fund reasonably believes that the exchange will result in excessive transaction costs or otherwise adversely affe~ other shareholders. · Your shares may be automatically redeemed and your account closed if, due to exchanges, you no longer meet the Fund's minimum balance requirement. For information on the mimmum required balance, please read. "How do I open an account?." REDEEMING FUND SHARES When can I redeem shares? You may redeem all or some of your shares on any day that the Funds are open for business. · Redemption requests received before 3:oo p m. ET for the Treasury Only Money Market Fund and 5:oo p.m. ET for the Institutional Prime and Government Money Market Funds, will be effective that day. · AIl required documentation in the proper form must accompany a redemption request. One Group may refuse to honor incomplete redemption requests. How do I redeem shares? You may use any of the following methods to redeem your shares: ~. You may send a written redemption request to your Shareholder Servicing Agent, if applicable, or to State Street Bank and Trust Company at the following address: ONE GROUP MUTUAL FUNOS e.o, Box 8528 BOSTON, MA 02266-$528 2. You may use the One Group website at www.onegroup.com: or 3. You may redeem over the telephone. Please see "Can [ Redeem By Telephone?" for more information. · One Group may require that the signature on your redemption request be guaranteed by a participant in the Securities Transfer Association Medallion Program or the Stock Exchange Medallion Program, unless: ~. The redemption is payable to the shareholder of record; and either 2. The redemption check ts mailed to the shareholder at the record address; or 3. The redemption is payable by wire or bank transfer (ACH) to a pre-existing bank account. · On the Account Application Form you may elect to have the redemption proceeds mailed or wired to: designated commercial bank; or Your Shareholder Servicing Agent. · Under normal conditions, the Funds will honor requests for same day payment if the request is received before 3:oo p.m. ET for the Treasury Oni7 Money Market Fund and 5:00 p.m. ET for the Institutional Prime and Government Money Market Funds. If redemption requests are received after those times, the Funds will make payment the next business day. What will my shares by wo~h? · The NAV of shares of the Funds is expected to remain constant at SLoo per share. although there is no assurance that this will always be the case. · You will receive the NAV calculated after your redemption request is received. Please read "How much do shares cost?," Can I redeem by telephone? Yes, Lfyou selected this option on your Account Application Form. · Contact your Shareholder Servicing Agent or call ~-877-69~-m8 to relay your redemption request. · Your redemption proceeds will be mailed or wired to the commercial bank account you designated on your Account Application Form. · One Group uses reasonable procedures to confirm that instructions given by telephone are genuine. These procedures include recording telephone instructions and asking for personal identification. If these procedures are followed, One Group will not be responsible for any loss, liability, cost or expense of acting upon unauthorized or fraudulent instructions; you bear the risk of loss. ADOITIONAL INFORMATION REGARDING REDEMPTIONS · Your shares may be automatically redeemed and your account closed if, due to redemptions. 7ou no longer meet the Fund's minimum balance requirement. For information on the minimum required balance, please read, "How do I open an account?." · One Group may suspend your ability to redeem when: ~. Trading on the NYSE is restricted. a. The NYSE is closed (other than weekend and holiday closings). ~3. The SEC has permitted a suspension. 4. An emergency exists. The Statement of Additional information offers more details about this process. 0 N E G R 0 U P ® Privacy Policy One Group Mutual Funds understands that protecting your financial privacy is just as important as protecting your financial assets. We are committed to the responsible use of information in order to provide you with the products and services you want. when and where you want them. This statement of our privacy policy is intended to help you understand the ways in which we gather, use and protect your financial information. Key Definitions This Privacy Policy describes the way we treat nonpublic personal information that we may obtain from our customers or from consumers generally. Key terms used throughout this policy are: · Consumer--anindividuaiwhoapp[iesfororobtainsafinancialproductor service from One Group Mutual Funds for personal, family or household purposes, including individuals who don't have a continuing relationship with One Group Mutual Funds. Consumers include individuals who provide nonpublic personal information to our shareholder servicing representatives. but do not invest in One Group Mutual Funds. · Customer--aconsumerwhohasacontinuingrelationshipwithOneGroup Mutual Funds through record ownership of fund shares. · Nonpublicpersonalinformation--anypersonallyidentifiablefinancial information about a consumer that is obtained by One Group Mutual Funds in connection with providing financial products and services to that consumer and which is not otherwise publicly available. A telephone directory listing is an example of public information. Collection of Nonpublic Personal Information We collect information to service your account, to protect you from fraud, and to make available products and services that may be of interest to you. We collect nonpublic personal information about you from the following sources: · Information we receive from you on applications or other forms, on our website or through other means; · Information we receive from you through transactions, correspondence and other communications with us; and · Information we otherwtse obtain from you in connection ,,vith providing, you a financial product or service. Information Sharing with NomAffiliated Third Par~ies We do not share any nonpublic personal information about our customers or former customers with anyone, except as required or permitted by law This means we may disclose all of the information we collect, as described above, to companies who help us maintain and service your account, For instance, we will share information with the transfer agent for One Group Mutual Funds. The transfer agent needs this information to process your purchase, redemption and exchange transactions and to update your account. In addition, we may share nonpublic personal information to protect against fraud, to respond to subpoenas, or as described in the following section. Information Sharing with Joint Marketers We also may share the information described above in Collection of Nonpublic Personal Information with broker-dealers and other financial intermediaries that perform marketing services on our behalf and with which we have joint marketing agreements. However, we only provide information about you to that broker-dealer or financial intermediary from whom you purchased your One Group shares. In addition, our joint marketing agreements prohibit recipients of this information from disclosing or using the information for any purpose other than the purposes for which it is provided to them. Children's Online Privacy Act Disclosure From our website, One Group Mutual Funds does not knowingly collect or use personal information from children under the age of [3 without obtaining verifiable consent from their parents. Should a child whom we know to be under 13 send personal information to us, we will only use that information to respond directly to that child, seek parental consent or provide parental notice. We are not responsible for the data collection and use practices of nonaffiliated third parties to which our website may link. Security For your protection, One Group Mutual Funds maintains security standards and procedures that we continually update to safeguard against unauthorized disclosure of information or access to information about you. We restrict access to nonpublic personal information about you to those individuals who need to know that information to provide products and services to you. We maintain physical, electronic and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. One Group Mutual Funds' Privacy Commitment One Group Mutual Funds is committed to protecting the privacy of our customers. but we understand that the best protection requires a partnership with you. We encourage you to find out how you can take steps to further protect your own privacy by visiting us online at www onegroup com. o N E c R 0 U P · Shareholder Information VOTING RIGHTS The Funds do not hold annual shareholder meetings, but may hold special meetings. The special meetings are held. for example, to elect or remove Trustees, change a Fund's fundamental investment objective, or approve an investment advisory contract. As a Fund shareholder, you have one vote for each share that you ow'a. Each Fund, and each class of shares within each Fund, vote separately on matters relating solely to that Fund or class, or which affect that Fund or class differently. However, all shareholders will have equal voting rights on matters that affect all shareholders equally. DIVIDEND POLICIES Dividends The Funds generally dec[are dividends on each business day. Dividends are distributed on the first business day of each mo nth. Capital gains, if any, for all Funds are distributed at least annually. Dividend Reinvestment You automatically will receive all income dividends and capital gain distributions in additional shares of the same Fund and class, unless you have elected to take such payments in cash. The price of the shares is the NAV determined immediately following the dividend record date. Reinvested dividends and distributions receive the same tax treatment as dividends and distributions paid in cash. If you elect to receive distributions in cash and the U.S. Postal So.rice twice returns your check to One Group as "undeliverable", your check will be credited back to your One Group account and all future distributions will be reinvested in One Group shares. If you want to change the way in which you receive dividends and distributions, you may write to State Street Bank & Trust Company at P.O. Box 8528, Boston. MA o2266-8528, at least t5 days prior to the distribution. The change is effective upon receipt by State Street. You also may change the way you receive dividends and distributions by calling ~-877-69~-m8. TAX TREATMENT OF SHAREHOLDERS Taxatian of Shareholder T~'ansactions A sale, exchange, or redemption of Fund shares generally may produce either a taxabIe gain or a loss. You are responsible for any tax liabilities generated by your transactions. For more information about your specific tax situation, please consult your tax advisor. Taxation of Distributions Each Fund will distribute substantially all of its net investment income. Dividends you receive from a Fund, whether reinvested or received in cash. will be taxable to you. Dividends from the Fund's net investment income (generally. all of the Fund's net investment income} will be taxable as ordinary income. Dividends paid in January, but declared in October. November or December of the previous year, will be considered to have been paid in the previous year. Tax Information The Fgrm lo99 that is mailed to eligible taxpayers in January details your dividends and their federal tax category. Even though the Funds provide this information, you are responsible for verifying your tax liability with your tax prcfessional. For additional tax information, see the Statement of Additional £nformation. Please note that this tax discussion is general in nature; no attempt has been made to present a complete explanation of the federal, state, local or foreign tax treatment of the Funds or their shareholders. SHAREHOLDER STATEMENTS AND REPORTS One Group or your Shareholder Servicing Agent will send you transaction confirmation statements and quari:erly account statements. Please review these statements carefully. One Group will correct errors if notified within one year of the date printed on the transaction confirmation or account statement. Your Shareholder Servicing Agent may have a different cut-off time. To reduce expenses and conserve natural resources, One Group will deliver a single copy of prospectuses and financial reports to individual investors who share a residential address, provided they have the same last name or One Group reasonably believes they are members of the same family. If you would like to receive separate mailings, please call 1-877-69~-m8 and One Grouo will begin individual delivery within 3o days. ff you would like to receive th~se documents by e-mail, please visit www.onegroup.com and sign up for electronic delivery. £fyou are the record owner of your One Group shares (that is, you did not use a Shareholder Servicing Agent to buy your shares), you may access 7our account statements at www. onegroup.com. In March and September, you will receive a financial report from, One Group. In addition, One Group will periodically send you proxy statements and other repo~cs. If you have any questions or need additional information, please write to One Group Mutual Funds at mi Polaris Parkway, Columbus, OH 4327x4a35, call ~-877- 69~-m8 or visit www.onegroup.com. ONE GROUP, Management of One Group Mutual Funds THE AOVISOR Banc One Investment Advisors (in Polaris Parkway. P.O. Box 71o21~., Columbus, Ohio 4327~-o2rr) makes the day-to-day investment decisions for the Funds and continuously reviews, supervises and administers each Fund's investment program. Banc One Investment Advisors performs its responsibilities subject to the supervision of, and policies established by, the Trustees of One Group Mutual Funds. Banc One Investment Advisors has served as investment advisor to the Trust since its inception. In addition, Banc One Investment Advisors serves as investment advisor to other mutual funds and individual corporate, charitable and retirement accounts. As of June 30, 2002, Banc One Investment Advisors, an indirect wholly- owned subsidiary of Sank One Corporation, managed over $148 billion in assets. ADVISORY FEES Bane One Investment Advisors is paid a fee based on an annual percentage of the average daily net assets of each Fund. For the most recent fiscal 7ear, the Funds paid advisory fees at the following rates: One Group, Institutional Prime Money Market Fund .08% One Group. Treasury Only Money Market Fund .08% One Group. Government Money Market Fund .08% I 24. ONE GROUP~ Financial Highlights The Financial Highlights tables are intended to help you understand the Fund's performance for the last five years or the period of the Fund's operations, whichever is shorter. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information for the Fund has been audited by PricewatethouseCoopers LIP whose report, along with the Fund's financial statements, is incorporated by reference in the Statement of Additional Information, which is available upon request. INSTITUTIONAL PRIME MONEY MARKET FUND ADMINISTRATIVE CLASS NOVEMBER 2001 TO 200~ (A) Investment Activities: Net investment income 0.013 Distributions: Net investment income (o 013) TREASURY ONLY MONEY MARKET FUND ADMINISTRATIVE CLASS 2o01 To 2002 (^) Investment Activities: Net investment income O011 Distributions: Net investment income (0 011} Total Return 1.I1%l~) RATIOS/SUPPLEMENTARY DATA: Net assets, end of period (ooo's) S3L2:39 Ratio of expenses to average net assets 0.14%~c) Ratio of net investment income to average net assets t 59%~c) Ratio of expenses to average nor assets' o 24%(c) · DurlntJ the period, certain fees were reduced, if such fee reducUon5 had not occurred, the ratios would bare been a,; indicated. (A) Pertod j?orn cornrr:erlcement of operations, lB) Nor annualized. (¢) Annuahzed. GOVERNMENT MONEY MARKET FUND ADMINISTRATIVE CLASS 2001 TO JUNS 30, 2002 (A) investment Activities: Net investment income o.o12 Distributions: Net investment income (0.012) Total Return RATIO S/SU PPLEM~ENTARY DATA: Net assets, end of period (ooo's) $~1.?~9 Ratio of expenses to average net assets 0.24%(c) Ratio of net investment income to average net assets 1.72%{c) Ratio of expenses to average net assets' 0.24%(c) 'During the period, certain fees were reduced. If such fee reductions had not occurred, the ratios would have been as indicated, (A) Period from commencement of operations (B) Not annualized. (C) ~nnuubzed. ] 26 0 N £ G R O U P ,, Appendix A JNVESTMENT PRACTICES The Funds invest in a variety of securities and employ a nu tuber of investment techniques. Each security and technique involves certain risks. What follows is a list of some of the securities and techniques utilized by the Funds, as weI[ as the risks inherent in their use. Fixed income securities are primarily influenced by market, credit and prepayment risks, although certain securities may be subject to additional risks. For a more complete discussion, please see the Statement of Additional Information. Following the table is a more complete discussion of risk. FUND NAME FUND COOE One Group~ Institutional Prime Money Market Fund I One Group~ Treasury Only Money Market Fund ' 2 One Group~ Government Money Market Fund 3 Fund Risk Instrument Code Type U.S. Treasury Obliqati~ns: Bills. notes and bonds. ~'3 M. arket Treasury Receipts: TRs, TIGRS and CATS. 1 Market U.S. Government Agency Securities: Securities issued by t 3 Market agencies and instrumentalities of the U.S. government. These Credit include Fannie Mae and Freddie Mac obligations. Certificates of Deposit: Negotiable instruments with a stated 1 Market maturity. Credit Liquidity Time Deposits: Non-negotiable receipts issued by a bank in ~ Liquidity exchange for the deposit of funds. Credit Market Repurchase Agreements: The purchase of a security and the ~, 3 Credit simultaneous commitment to return the security to the seller Market at an agreed upon price on aa agreed upon date. This is Liquidity treated as a loan. I 2? Fund Risk Instrument Code Type Securities Lending: The lending of up to 33 ~'3% of the Fund's l-3 Credit total assets. In return, the Fund will receive cash, other Market securities and/or letters of credit. Leverage When-Issued Securities and Forward Commitments: 1-3 Market Purchase or contract to purchase securities at a fixed price Leverage for delivery at a future date. Liquidity Investment Company Securities: Shares of other money L3 Market market mutual funds, including One Group money market funds and shares of other money market mutual funds for which Banc One Investment Advisors or its affiliates serve as investment advisor or administrator. Banc One investment Advisors will waive certain fees when investing in funds for which it serves as investment advisor, to the extent required by law, Extendable Commercial Notes: Variable rate notes which ~ Market normally mature within a shape period of time (e.g., one Credit month) but which may be e:ctended by the issuer for a Liquidity maximum maturity of ~3 months. Bankers'Acceptances: Bills of exchange or time drafts ~ Credit drawn on and accepted by a commercial bank. Maturities Liquidity are generally six months or ~ess. Market Commercial £apen Secured and unsecured shorbterm ~ Credit promissory notes issued by corporations and other entities. Liquidity Maturities generally vary from a few days to nine months. Market Foreign Securities: Commercial paper of foreign issuers and ~ Market obligations of foreign banks, overseas branches of U.S, Political banks and supranational entities, Liquidity Foreign Investment Restricted Securities: Securities not registered under the t Liquidity Securities Act of 1933, such as privately placed commercial Market paper and Rule t44A securities. Variable and Floating Rate Instruments: Obligations with ~,3 Market interest rates which are reset dali7, weekl7. qua~erl7 or Credit some other period and which may be payable to the Fund Liquidity on demand. [ 28 Instrument Fund Risk Code Type Mortgage-Backed Securities: Debt obligations secured by real estate loans and pools of loans. These include collateralized mortgage obligations ("CMOs") and Real Estate Mortgage Investment Conduits ("REMICs"). Prepayment Market Credit Regulatory Demand Features: Securities that are sublect to puts and standby commitments to purchase the securities at a fLxed price (usually with accrued interest) within a fixed period of time following demand by a Fund. Market Liquidity Management Municipal Securities: Securities issued by a state or political subdivision to obtain funds for various public purposes. Municipal securities include private activity bonds and industrial development bonds, as well. as General Obligation Notes, Tax Anticipation Notes, Bond Anticipation Notes, Revenue Anticipation Notes, other short-term tax-exempt obligations, municipal leases, obligations of municipal housing authorities and single family revenue bonds. Market Credit Political Tax Regulatory Short-Term Funding Agreements: Agreements issued by banks and highly rated insurance companies such as Guaranteed Investment Contracts ("GICs") and Bank Investment Contracts ("BICs"). Market Credit Liquidity Participation Interests: interests in municipal securities, including municipal leases, from financial institutions such as commercial and investment banks, savings and loan associations and insurance companies. These interests may take the form of participations, beneficial interests in a trust, partnership interests or any other form of indirect ownership that allows the Funds to treat the income from the investment as exempt from federal income tax. Credit Tax Market Asset-Buc.~ed Securities: Securities secured by company receivables, home equity loans, truck and auto loans, leases, credit card receivables and other securities backed by other types of receivables or other assets. Prepayment Market Credit Regulatory INVESTMENT RISKS Below is a more complete discussion of the types of risks inherent in the securities and investment techniques listed above. Because of these risks, the value of the securities in the Funds may fluctuate. If these fluctuations are sufficiently strong (despite the fund's efforfs to control them) the value of your investment will be affected. Certain investments are more susceptible to these risks than others. · Credit£isk. The dskthattheissuerofasecurity, or thecounterpartytoacontract, will default or otherwise become unable to honor a financial obligation. Credit risk is generaliy higher for non-investment grade securities. The price and liquidity of a security can be adversely affected prior to actual default as its credit status deteriorates and the probability of default rises. · ForeignInvestment,~isk..Risksassociatedwithhighertransactioncosts, delayed settlements and adverse economic developments. · [.everage ,~isb. The risk associated with securities or practices that multiply small index or market movements into large changes in value. Leverage is often associated with investments in derivatives, but also may be embedded directly in the characteristics of other securities. · Liquidity£isle. Theriskthatcer~ainsecuritiesmaybedifficultorimpossibletosell at the time and the price that normally prevails in the market. The seller may have to lower the price, sell other securities instead or forego an inves'!ment opportunity, any of which could have a negative effect on fund management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments. · Management,~isk. ThedskthatastrategyusedbyaFund'smanagementmayfail to produce the intended result. This includes the risk that changes in the value of a hedging instrument will not match those of the asset being hedged. Incomplete matching can result in unanticipated risks. · Mar~etgisk, Theriskthatthemarketvalueofasecuritymaymoveupanddown, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. There also is the risk that the current interest rate may not accurately reflect existing market rates. For fixed income securities. market risk is largely, but not exclusively, influenced by changes in interest rates. A rise in interest rates typically causes a fall in values, while a fall in rates typically causes a rise in values. Finally, key information about a security or market may be inaccurate or unavailable. · Political~islc. Theriskoflossesattributabletounfavorablegovernmentalor political actions, seizure of foreign deposits, chart§es in tax or trade statutes and governmental collapse and war. · Prepaymentl~isk, Theriskthattheprincipairepaymentofasecuritywilloccurat an unexpected time, especially that the repayment of a mortgage- or asset- backed security occurs either signfficantly sooner or later than expected. Changes in prepayment rates can result in greater price and yidd volatility. Prepayments generally accelerate when interest rates decline. When mortgage and other obligations are pre-paid, a Fund may have to reinvest in securities with a lower yield. Further, with early repayment, a Fund may fail to recover additional amounts (i.e., premiums) paid for securities with higher interest rates, resulting in an unexpected capital loss. · ,~egulatory£isk. Theriskassociatedwithfederalandstatelawswhichmay restrict the remedies that a lender has when a borrower defaults on loans. These laws include restrictions on foreclosures, redemption rights after foreclosure, federal and state bankruptcy and debtor relief laws, restrictions on "due on sale" clauses and state usury laws. · TaxRisk. Theriskthattheissuerofthesecuritieswillfailtocomplywithcertain requirements of the Internal Revenue Code, which could cause adverse tax consequences Also, the risk that the tax treatment of municipal or other securities could be changed by Congress thereby affecting the value of outstanding securities. {Intentionally Left 8lank) (Intentionally Left Blank) If you want more information about the Funds, the following documents are free upon request: Annual/Semi-Annual Reports. Additional information about the Funds' investments is available in the Funds' annual and semi-annual reports to shareholders. In each Fund's annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund's performance during its last fiscal year. Statement of Additional Information ("SAI"). The SAI provides more detailed information about the Funds and is incorporated into this prospectus by reference. How Can I Get More Information? You can get a flee copy of the semi-annual/ annual reports or the SAI, request other information or discuss your questions about the Funds by calling ~-877-69~-m8, or by writing the Funds at: 11'il POLARIS PARKWAY COLUMeUS, OHiO 4327'1-1235 WWW.ON£GROUP.COM You can also review and copy the Funds' reports and the SA[ aL the Public Reference Room of the Securities and Exchange Commission ("SEC"). (For information about the SEC's Public Reference Room call v2o2-942-8o9o). You can also get reports and other information about the Funds from the EDGAR Database on the SEC's web site at http://www.sec.gov. Copies of this information may be obtained, after paying a copying charge, by electronic request at the following e-mail address: publicinfo@sec.§ov or by writing the Public Reference Section of the SEC, Washington, D.C. 2o549-olo2. (Investment Company Act File No. 8[v4236) TOG-F-:~4o (~.~./o2) ONE=GROUP. K BANK ONE, NA COLLATERAL EXHIBIT Bank One, NA intends to select securities from the Collateral Exhibit and the Federal Reserve Bank of Chicago will serve as custodian. The Public Fund may request to (a) pledge securities selected by Public Fund or (b) deposit securities with any custodian other than the Federal Reserve Bank of Chicago. Ail selections of securities or custodians are subject to the approval of Bank One, NA, which approval shall not be unreasonably withheld. In the event, Bank One, NA requests substitution of collateral, the Public Fund agrees to provide a written release on a form provided by Bank One, NA within 48 hours of request. U. S. Treasury Bills U. S. Treasury Notes U. S. Treasury Bonds Federal National Mortgage Association Agencies Federal Farm Credit Bank Agencies Federal Home Loan Bank Agencies Federal Home Loan Mortgage Corporation Pools Federal National Mortgage Association Pools Govemment National Mortgage Association Pools Federal National Mortgage Association REMIC CMO's (No variable rates or original maturities longer than 10 years will be pledged) Federal Home Loan Mortgage Corporation REMIC CMO'S (No variable rates or original maturities longer than 10 years will be pledged) Obligations of states, agencies, counties, cities, and other political subdivisions of any state rated not less than "A" or its equivalent Securities Safekeeping Manage your safekeeping account and investment portfolios more effectively and receive timely, accurate transaction reporting. Whether you are a financial or educational institution, corporation, government or public agency, insurance company or individual, you need timely, accurate transaction reporting to meet your safekeeping requirements. Designed to help you manage your safekeeping accounl and investment portfolios more effectively, our Securities Safekeeping services settle security trades directly with the Federal Reserve Bank and Depository Trust Clearing Corporation. Securities Safekeeping services are provided by Bank Oner NA, Corporate Banking Operations. We also offer other se~lement services, including notification of maturing and called securities. In addition, Securities Safekeeping provides you with timely nolification of corporate actions, such as induslry calls, acquisitions, tenders, puts and stock splits. You can can collateralize investments effectively and securely to meet regulatory requirements. Collateralization is a tri~party agreement in which the National Securities Safekeeping customer owns a security that is pledged to another entity. In addition, our Securities Safekeeping Online services allow our safekeeping and investment portfolio customers to view, print and download account documents and access forms online, 24 hours a day, seven days a week. We use a secure Internet connection and 128-bit encryption -- the industry standard for secure online transactions -- to help prevent unauthorized access and safeguard your data. Our National Securities Safekeeping team helps financial, public and private institutions manage their security portfolios. We also assist investment portfolio customers by answering queslions and resolving complex issues to provide you with the best solutions. · Access safekeeping and investment portfolio account documents via the Internet · Settle security trades directly through the Federal Reserve Bank and Depository Trust Clearing Corporation · Collateralize investments to meet regulatory requirements · Receive accurate and timely notification of industry calls, acquisitions, tenders, puts and stock splits Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, caJl us, or visit us at https://salekeepJng.bankone.com 1 Member FDIC Securities Safekeeping Securities Safekeeping Services Whether you purchase securities through a representative of our affiliate, Bane One Capital Markets, or an external broker, you can use Securities Safekeeping services to keep track of interest payments, dividends, maturities and corporate actions. We collect and distribute principal and interest from paying agents and depositories. Securities Safekeeping can also help when you must pledge a security as collateral against a loan, or keep a security on deposit with a state government agency. Securities Safekeeping pro~,ides investment portfolio services to track the amortization, accretion and accruals of your securities and special reporting when you need it for your board of directors and auditors. Dired Securities Settlement In addition to settling your trades directly with the Federal Reserve Bank and Depository Trust Clearing Corporation, we offer notification of maturing and called securities, daily collection and disbursement of income for held securities, asset pledging for collateral purposes and reporting of audit verifications of customer holdings. With Securities Safekeeping, each trade is settled on its actual settlement date so that you don't pay for a trade until il settles. Corporate Actions Securities Safekeeping provides you with accurate and timely notification of corporate actions, including industry calls, acquisitions, tenders, puts and stock splits. In every notification, we clearly outline the corporate actions that directly affect the assets you hold in your account and that require your approval before processing. Collateral Management When you need to collateralize investments to meet local, state or other government agencies' regulatory requirements, Securities Safekeeping provides that service efficiently and securely. You can keep track of the securities that you have pledged as collateral. Online Services If you are a Bank One safekeeping and investment portfolio customer, Securities Safekeeping Online services let you see, print and download account documents and access forms online around the clock. You are able to access current documents and up to two years of historical data. With Securities Safekeeping Online services, you receive timely delivery and retrieval of important account information al no additional cost. Security Advanced security features help prevent unauthorized access and safeguard your data against theft or manipulation. Additionally, your data is protected with 128- bit encryption -- the industry standard for secure online transactions. Internet Based Our Internet-based solution ellminales the need to download and maintain software, while increasing the availability of our service. This helps you reduce costs while providing around-the-clock access to the information you need. more intormalion, call us, or visil us c~l h~lps://safekeeping.bankone.com 2 Member FDIC Securities Sofekeeping Online View, print and download safekeeping and investment portfolio account documents and access forms online. If you need a better way to receive and access key account information quickly, cohsider our Securities Safekeeping Online services. Securities Safekeeping services are provided by Bank One NA, Corporate Banking Operations. These services let you conveniently view, print and download documents from your safekeeping and investment portfolio accounts as well as access forms anytime, an~,vhere, via the Internet-- at no additional cost. When you log onto Securities Safekeeping Online's secure Web site, you can access current and historical account documents. You are able to retrieve credit advices, maturity notices, call notices, custody receipts, monthly statements and investment portfolio reports. Securities Safekeeping Online allows you to create user IDs for each member of your staff, enabling employees to view information simultaneously. You determine whether your staff can access all or selected safekeeping and information reporting accounts. With Securities Safekeeping Online, you can also download your holdings text files into any spreadsheet or database application, 24 hours a day, seven days a week. To help provide securily and confidentiality of your account information as well as help prevent unauthorized access, we use a secure Internet conneclion and 128-bit encryption -- the industry standard for secure online transactions. In addition, c~ccess is controlled by the utilizafion of user IDs and passwords. · View, printand download important account information via the Internet · Retrieve up to two years of historical data · Establish multiple user IDs so your staff can view account information simultaneously · Help provide confidentiality of account information · Download your holdings' text files into spreadsheet or database applications Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visil us al https://safekeeping.bankane.com BANK---=ONE. National Securities Safekeeping Buy/Sell/Accept/Deliver Fee Through Banc One Capital Markets No Charge Through External Broker ~30.00 Monthly Receipt Holding Fee $2,75 Pledge/Release Fee $12.00 Maturity/Call Fee $15,00 Mortgage-backed Principal Paydown Fee $10.00 Investment Portfolio Service (Bond Accounting Reports) $100.00 Securities Safekeeping Online Services No Charge Buy Purchase of a security, payment of funds and receipt of securities on se[tie date Sell Sale of a security, receipt of funds and delivery of securities on seUde date Accept Receipt of securities, no payment of funds to delivering agent Deliver Delivery of securities, no receipt of funds Monthly Receipt Holding The holding fee is the charge to hold your security; collect: and distribute income Fee payments on your security; and produce and deliver (either by mail or by Securities Safekeeping Online Services) credit advices, account verification statements, maturity and/or call notices, and custody receipts. Pledge A pledge is a hold on a security used as collateral or as a surety bond Release A release removes the hold and releases the security held as collateral Maturity The receipt of funds and delivery of securities on a scheduled maturity date Call The receipt of funds and the delivery of securities on a date prior to scheduled maturity at the discretion of the issuer Mortgage-backed The payment of a portion of the principal balance of a security that is backed by a pool Principal Paydown of mortgages or assets Investment Portfolio Bond accounting reports that provide information for accounting, management, and call Service reporting purposes. This product is most often used by Correspondent Banks. Revised October 7, 2002 BANK ONE NATIONAL SECURITIES SAFEKEEPING DELTVERY I'NSTRUCTZONS DEPOSITORY CUT OFF TIME FEDERAL RESERVE EFFECTIVE: ABA # 071000013 2:00 CST BONE O/C1032 2:15 CST - REVERSALS SAFEKEEPING ACCT NUMBER AND NAME DTC: DTC #2613 2:00 CST AGENT ID #29315 I NST #29360 2:15 CST - REVERSALS SAFEKEEPING ACCT NUMBER AND NAME EUROCLEAR/CEDEL: EUROCLEAR # 23849 INFO RECEIVED BY NC CHASE LONDON 10:00A.M. CST TWO FFC BANK ONE 25030 DAYS PRIOR TO SETTLEMENT DATE CASH WIRES: ABA #103000648 SAFEKEEPING ACCT #662015101000702 REF: SAFEKEEPING ACCT NUMBER AND NAME PHYSICAL DELIVERY NEW YORK CLEARANCE BANK ONE 2613 CIO NY WINDOW 55 WATER STREET 1ST FLOOR, OLDSLIP ENTRANCE FAO NAT'L SAFEKEEPING NEW YORK, NY 10041 PHYSICAL DELIVERY (FREE) & CORRESPONDENCE BANK ONE OKLAHOMA ATTN: SAFEKEEPING DEPT 6TM FLOOR OK1-1075 100 N BROADWAY OKLAHOMA CITY, OK 73102 If you have any questions, call Safekeeping at 1-800-888-0241. Fax trades to 405-231-7389 and pledges to 405-231-6483. Modified 05~03 L City of Denton Implementation Plan Responsible Service Process Party Bank One Time Line Collateralization of 1. Execute Fed Agreement Customer 3 days balances 2. Implementation form to Bank One 1 day National Collateral Management 3. Copy of signed Fed Fed/Bank 5 days agreement to Customer One Setup 1. Execute agreement Customer I day Safekeeping/Securities Clearance Account 2. Process implementation Bank One 3 days forms and set up service Responsible Service Process Party Bank One Time Line Merchant 1. Identify Accounts needed Customer 1 day Services/Paymentech 2. Execute Agreement/other Customer 3 days required forms 3. Process implementation Bank One 5-10 business days forms and set up on Bank One data base; call to schedule testing City of Denton Implementation Plan Responsible Service Process Party Bank One Time Line All Services 1. Assign Accounts and Bank One 1 day Account Numbers - Signature Cards - Business Resolutions 2. Execute Signature Cards Customer 1 day - Treasury Management and Business Resolution Service Agreement 3. Execute Required Customer I day Agreements and Bank One Information Reporting 1. Complete Questionnaire Customer 1 day The One Net Information or One Connection for 2. Process implementation Bank One 5 business days after Windows Reporting forms and set up service step 1 is completed Questionnaire Full Account Reconciliation 1. Complete Transmission Customer 1 day with Positive Pay and CD Services Request Form Rom Imaging 2. Provide account and Customer 1 day contact information 3. Process Implementation Bank One 10 Business days after Forms and prepare steps 1 and 2 are database; contact Customer completed to schedule transmission testing 4. Conduct testing of incoming Customer and 10 to business days and outgoing files Bank One depending on success of testing 5. Notify ARP department of Bank One 1 day after successful successful testing and testing prepare to receive live transmission 6. Send issue file transmission Customer I day after Customer has to Bank One been notified of promotion to live production 7. Verify issue file and clean Bank One 3 days after issue file is up any "paid no issues"; received activate Positive Pay and all other reconciliation services City of Denton Implementation Plan Responsible Service Process Party Bank One Time Line ACH - Direct Transmission 1. Identify Accounts Customer I day 2. Complete Transmission Customer I day Service Request Form, VRU Access Form and ACH calendar 3. Process implementation Bank One 10 business days forms and set up on Bank One data base; call to schedule testing 4. Transmission testing Bank One and 10 business days Customer 5. Notify Bank One ACH of Bank One 3 business days successful testing and complete the setup on our database for receipt of first transmission from Customer. Wire Transfer 1. Complete and sign all set Customer 1 day up forms for wire transfer 2. Process forms and mail out Bank One 5 business days confirmation, PIN numbers and instructions M , Request For Proposal (RFP) PAYMENT PROCESSING SERVICES City of Denton Prepared on December 5, 2003 by: Brian W. Sklrbe Account Executive 1601 Elm St., Suite 700 Dallas, TX 75201 (214)849-3534 Brian.S kirbe(~,Paymentech.com · entech. DISCOUNT RATE DETAIL: Total Card Volume $7,300,000 # of locations 21 Average Ticket $156.00 Visa/MC Card Present (Qualified) 1.74% · Industry-wide chanties in MasterCard and Visa, Interchanqe or Dues/Assessments will be passed throuqh at cost with 30 days written notice. (attached pricin.q inc udes Visa interchanqe increase effective Auquat Other Fees Bankcard Transaction $0.00 American Express/Discover Authorization. Capture & Conveyance $0.10 Voice Authorization $0.65 Monthly Service Charge Waived Char~eback HandlincJ $10.00 Statement Fee (per location) Waived Annual Fee Waived Reprogram/Set-up Fee Waived Minimum Monthly Discount Fee Waived ACH Return Fee $25.00 Address Verification Service No Charge Batch Fee Waived Supplies (per location) No Charge ReSource Online {We,-based mportin.qI Waived Interest Transaction Fee (4 Intemet sites) $0.03 City of Denton -2- Pace:._ i Document Name: untitled LIST TRANSACTION HISTORY 201 ~ O1TE TEXAS -CCOUNT NDA ~ PAL 1~:52:08 BK 12/02 EATI~ST PG OP 12/02 MORE BAhqf ONE COM/MERCIAL LST STMT 11/28/2003 REFRESH~ID 12/01/2003 PW ENTER "I" TO INQUIRE ON A TRANSACTION T REJ MM/DD kMOkr~T Y CD T/C 12/01 43.97"A 176 MERCPD%NT BNKCD 11/28 89,30 A 176 MERCHANT RNKCD 11/28 70,35 A 176 MERCF. ANT BN~CD 11/26 74.96 A 176 MERCHANT BNKCD 11/25 130.20 A 176 MERCFUkNT BNHCD 11/25 77.39 A 176 FfERC~ BNKCD CoMMAND~ ENTER SER NUM DEPOSIT DEPOSIT DEPOSIT DEPOSIT DEPOSIT DEPOSIT REFERENCE DESCRIPTION 000261334680 ACH DEPOSIT 0000000003092 CCD 000267524759 ACH DEPOSIT 0000000003092 CCD 000268071114 ACH DEPOSIT 0000000003092 CCD 000265439594 ACH DEPOSIT 0000000003092 CCD 0002601~7507 ACH DEPOSIT 0000000003092 CCD 000260249583 ACH DEPOSIT 00000000q3092 CCD LAST REQUEST COMPLETED SUCCESSFULLY *** FI=HELP F2=BP. EAK F3=EX!T P7=BACKWk~ PS=PORW~Sl{D P15=EXITAPPL 1 the :hOr zon on I'm sure I don't need to remind you that this.time last year, the marketplace was very different. The economy was unbelievably strong and as it continued to gain momentum, businesses were scrambling just to service their expanding customer bases. Almost overnight, the economy has slowed. A marketplace that once ~eemed to offer limitless opportunity and growth potential is now moi'e competitive. While there's no waZ to predict, what will happen on the Dow today or tomorrow, one thing you can count on is Paymentech will continue to provide you the same reliable, quality electronic .payment solutions you've always been used to, A study by Jupiter Media Metrix, 70% of the consumers that responded stated they. would spend less money at a retailer's brick-and-mortar store if they were dissatisfied with the shopping experience at the retailer's website. Customers expect consistent service--whether it's online or in a store. So we'll help you ensure their shopping experiences are consistently positive at.both your physical and virtual locations by continuing to provide you innovative product tooJs like physical and virtual Gi~ Card, online reporting and eFraud in addition to our fast, dependable authorization and capture services. . :..As youq payment processor, we Will work toiearn your business 'e~;~r~~d~y.' Re~dless of the' e~omi~' ciimat~, we will , want to ensure .~ your on Paymentech has a brand new look You may have noticed Paymentech has a new look. We've revised our logo design to create an even stronger brand image. We feel our new logo be~ter reflects who we are because it embodies our business strateg~, captures our enhanced a~itude and reinforces our distinctive brand. .great connechons for bus,ness Paymentech is a leader in the payment processing industry for one simple reason,We continually challenge ourselves to offer secure and reliable payment solutions. Instead of just processing credit card transactions, we focus on providing customized products, data and service solutions designed to enhance your business operations. By providing you with premier payment solutions, we're keeping you on the forefront of the digital econom)~ Here are just a few of the ways we're adding value to your business and leading you into the future of electronic payment processing. reporting mnovahons No mat~er what type of business you run, you have to stay on top of your back office operations and all of the data generated by transactions. That's why we have developed a variety of online reporting solutions that can help you manage your business. Our web-based applications like ReSource Online, Moneta and SE Workstation can provide you instant access to your credit card processing information, consolidated transaction reporting and reconciliation data. Applications are accessible from any location 24 hours a day/seven days a week and the data that's provided is password protected-and customizable. From defning date ranges and hier-~rchy le~ls to expodng dat~ our online reporting tools make it easy for you to streamline your operations. service support Our goal at Paymentech is to provide the most powerful, the most innovative and the most far-reaching electronic payment solutions. While technology can help us provide you new and better avenues to receive service and problem resolution, we do not minimize the importance of human interaction, People should do business with people, At Paymentech, we don't just service accounts. We build relationships. And because of our relationships with our customers, we're able to gather customer information and use it to maintain, improve and innovate our products and processes. We operate our business with the shared belief that the better the service we provide you, the better the service you'll be able to provide your customers. So our lines of communication are always open around the clock so we can provide you the responsive customer support your business deserves. industry partnerships One of the reasons we continually invest in our product development is because we closely monitor changes within the payment processing arena. From our representation on boards and committees governingVisa® and Maste~ard® associations to our partnerships with all entities that affect the merchant relationship from the Point Of Sale (POS) system to the data communication providers, we'll help you maintain a competitive edge within your industry. As your business grows, our goal is to remain your partner every step of the wa)~You can rely on Paymentech to provide you with comprehensive service and support, because we are the payment solutions company, For more information about any of our products and services, visit our website at ww~v. paymentech.com. Currently we are working with industry leading Value-Added Resellers (VARs) in many vertical markets, but we are especially concentrating on the restaurant vertical market to become the de facto Gift Card industry leader The certification process begins with our Product group in Tampa distributing Gift Card specifications to specific VARs. The VARs then code the sofbvare to the format as outlined in the specifications. Finally, the VARs and our Product group test to ensure all data is in the format required by our processing platform,To date,Atomic Software has certified with Paymentech for Gift Card while we have internally developed Gift Card "drivers" for the Micros 8700 and 3700 restaurant POS systems, POSitouch and Progressive Software are among others who are currently in the process of writing to our Gift Card specifications. keeping you on the forefront of payment mnovahon Paymentech is the payment solutions company for businesses of all sizes and industries. We are uniquely positioned to meet the needs of our clients through comprehensive retail point-of-sale and direct response payment processing services, as well as third party transaction authorization services, Paymentech's singular business focus on providing innovative payment solutions has resulted in an impressive 1 6-year track record of growth as a leading bankcard acquirer and transaction processor in a field marked by consolidation. Paymentech Statistics · Premier provider to the direct response industry for card-not-present transactions · Global provider of payment services for Internet retailers and online service providers, including processor for top five e-railers · Leading processor of restaurant, lodging, specialty retail and petroleum/c-store bankcard transactions · Major third-party processor for financial institutions and independent sales organizations · Proprietary point-of-sale (POS) network for processing credit and debit cards, and electronic check authorization and capture transactions with a wide base of terminal and integrated POS system support 414 Calendar Years Calends"Years tt menteeh. Corporate Headquarters 1601 Elm Street, Suite 900 Dallas. Texas 75201 (214) 849-3000 Corporate Headquarters (800) 934-1872 Retail Services (603) 896-6000 Direct Response Services (813) 354-4200 Third-Party Services Major offices in Dallas,Texas; Salem, New Hampshire;Tampa, Florida; Columbus, Ohio; Tempe. Arizona; Atlanta, Georgia; and New York, New York. Executive Management Team: Michael R Duffy, president and cffief executive o~cer Dan Charron, president Paymentech eg, usiness Scott Cruickshank, chief marketing off/cer Roger C. Hart. general counsel Keith Kennedy, chief strategist and general manager, Paymentech Direct Response Wayne LeRoux, general manager, Paymentech Ne/work Services Laura C. Rogers, cffiefadministratlve Kathryn J. Smith, chief financial o~cer George J.White, chief eperatJng o~cer www, paymefltech.com We have one oj~ the most extensive Group Banking programs in the country. Dedicated GToup Banking professionaJs bTing the package to youv employees. · Direct deposit participation is dramatically increased. · Employees see the program as an additional company benefit. · Execution is a turnkey proposition--minimal time and energy is expended by your staff. · Actual product package, Bank One at Work, is extremely valuable with: - Solid discounts - Spedal offers · We employ a unique, powerful system to make direct deposit sign-up "automatic" for your employees. · We can provide reports on the number of employees taking advantage of the program at the national, state, city, and even single location level. · All this at no cost to your company. We make sure that all employees have the opportunity to participate, both newly hired and current associates. We are available 24/7 for a vast variety of presentation types, from new employee orientations to cafeteria table discussions. For more specifics about this program, please contact your local Group Banking sales representative. " "EXHIBIT "C" DEPOSITORY AGREEMENT REQUEST FOR PROPOSAL CITY OF DENTON, TEXAS NOVEMBER 2003 BID OPENING DATE: November 17, 2003 NOTICE TO BIDDERS Sealed bid proposals will be received by the City of Denton, Texas at the office of the Purchasing Agent prior to 2:00 p.m., then publicly opened to purchase the following listed items as per bid instructions and specifications. BID # - REQUEST FOR APPLICATION FOR BANK DEPOSITORY SERVICES Qualified prospective bidders may obtain copies of the bid invitation with information to bidders, bid proposals, plans and/or specifications at the office of the Purchasing Agent, located at 901-B Texas Street, Denton, Texas in the Purchasing/Warehouse portion of the Service Center complex. The City of Denton, Texas reserves the right to reject any and all bids and to waive defects in bids. No officer or employee of the City of Denton shall have a financial interest, direct or indirect, in any contract with the City of Denton. Minority and small business vendors or contractors encouraged to bid on any and all City of Denton projects. CITY OF DENTON (940) 349-7100 TOM D. SHAW, C.P.M. PURCHASING AGENT This advertisement to nm 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-def'med limit. The City plans to manage its own investment portfolio. The contract period will be two (2) years beginning March 1, 2004 and ending February 28, 2006, with a provision for a one (1) year continuation up to three (3) additional years under the same terms and conditions of the contract, subject to the mutual agreement of both parties. The contract will also provide for an extension period not to exceed ninety (90) days for the transition to the new Bank depository. At the outset, the City wishes to communicate the primary objectives of the depository agreement, an important component of the overall treasury and debt management program of the City of Denton: · To seek a Bank that is both capable of providing comprehensive banking services, and willing to be attentive to the City's money matters. · To maximize the total dollars earned by the City on investment monies in order to be prudent and effective custodians of the taxpayers' fmancial resources; To maintain a good working relationship with the depository Bank; and To adequately compensate the depository Bank for services provided to the City and to allow a reasonable profit to be earned, subject to competitive forces in the market place. · To fully comply with the requirements of Texas Local Government Code Chapter 105, as amended. This Request for Proposal (Bid) is intended to serve as the proposal form for the depository agreement. There are several blanks to fill in and questions to be answered. Any alterations, changes, or deletions to this Bid may be reason for the City to disregard and reject the proposal. Any terms in this Request for Proposal which are in conflict with Chapter 105, as amended, of the Texas Local Government Code shall be deemed superseded by such chapter. Conflicts discovered between this RFP and state law by a bidder should be notes in such bidder's proposal form. Bidders will be required, if awarded the depository agreement bid, to execute the documents attached as Exhibits A, B, and C, unless bidders note in their bid exceptions to the terminology in such exhibits. City will disregard any exceptions which conflict with Chapter 105 referenced above. All points outlined and materials requested will be incorporated into the bidder's reply to be considered for evaluation. Attachments will be appropriate in order to answer some of the enclosed questions. Questions regarding this Bid may be addressed to: Purchasing Agent, c/o City of Denton - Purchasing Department, 901-B Texas St., Denton, TX 76201; FAX 940-349-7302. II. CALENDAR OF EVENTS Target Date November 17, 2003 November 22- December 7, 2003 December 9, 2003 December 17, 2003 February 7, 2004 March 1, 2004 Description of Events Bid sent to all banks located in Denton and those outside the city limits that requested a copy Advertise Bank depository notice in local newspaper Receive proposals from interested banks Review recommendation with the Investment Committee City Council to award contract New Bank depository contract period begins IlL CRITERIA FOR EVALUATION Ao The City staff will review the submitted proposals carefully. The recommendations will be based on the proposal determined to be best on behalf of the City and the taxpayers. The following areas will be considered in the evaluation of the proposals: CRITERIA · Ability to perform the requested services · Lowest aggregate cost of banking services · Agreement to points outlined in this Bid and Contract · Financial condition & ability to meet collateral requirements · Safekeeping/collateral agreements accepted · Quality of all reports requested WEIGHTED PERCENTAGE 30% 20% 15% 15% 10% 10% In order to be considered, the depository must be a federal or Texas-chartered bank. Each proposal must provide the following information: 1. The mount of paid-up capital stock and permanent surplus for the depository. 2. Audited financial statements for the most recent reporting year. 3. A list of the depository officers. 4. A list of the depository directors. 5. Ratings on outstanding debt. 6. Proposed wire transfer agreement/contract. 7. Sample account analysis and monthly bank statement (must show city requirements IX.B & E). 8. Availability of funds schedule. 9. Proposed collateral agreement. 10. Proposed custody/security safekeeping agreement. 11. Any additional contracts or agreements requiting City approval (ACH, Credit Card Processing, Lockbox etc.) 12. RFP documents including fee schedule. 13. Daylight overdraft policy. 14. Reference list of agencies currently using your institution's lock-box services. 15. Sample daily lock-box transmission reports. 16. Sample monthly lock-box activity reports. All RFPs must include a completed fee schedule in the form provided. Only the charges listed in Section IV: B. Services and Fees will be acceptable in the monthly account analysis. Once selected as the City's Depository, no additional or increased fees for services in the fee schedule may be charged to the City during the initial two (2) year contract period. An account analysis must be forwarded to the City each month for review. Upon review and any necessary corrections, the City will authorize a debit to its General Account. Under most circumstances, the review should be completed in five (5) business days. No interest or other late charge payment shall ever be due. Services may be modified by mutual agreement. It is expected the range of services described in this RFP will be used for the length of the contract; however, the City may discontinue any service after sixty (60) days written notification to the depository. Services may also be added, with costs of new services to be negotiated at that time. IV. BANK QUESTIONNAIRE The Bank is requested to thoroughly answer the following questions. appended if space is inadequate. 1. How is the Bank chartered? 2. What percent of current loans are classified as non-performing? Additional pages may be 5. 6. 7. Does the Bank have any significant problems noted by regulatory agencies in the past twenty- four (24) months? If "yes", please explain. Indicate the Bank's capital to assets ratio for the last five (5) years. What was the Bank's 2003 return on assets (ROA)? Attach copies of the Bank's most recent FDIC (UPBR) call reports. Is the Bank a branch bank or will it soon become a branch bank? If so, please indicate which services will be provided fi.om the Bank's present location and which will be provided from the main Bank. Also, please indicate service location throughout the proposal where applicable. V. ACCOUNT DESCRIPTIONS A. General The City intends to establish the following Bank accounts: Account Name Type Employee Claims Account Operating Account Sinking Account Payroll Account Concentration Account CDBG Account Zero-Balance Account Zero-Balance Account Zero-Balance Account Zero-Balance Account Super Now Account Zero-Balance Account The City reserves the right to open or close any number or type of accounts throughout the period if necessary although no changes are anticipated. B. Services and Fees The service which should be made available to the City include but are not limited to the following: TOTAL FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 10 accounts 3. 900/month 4. 25,000/month 5. 3,500/month 6. 30/month 7. 50/month 8. 2/month 9. 5/month 550~month 10. 2/month 11. lO/month 12. 150 books/mo. 13. 1/box 10. 4 hrs./month 11. 1 account 12. 60/month Account Maintenance Cash Management System (computer reporting system which lists previous and current day balances, debits, credits, averages, and check presentments for all accounts) Deposit tickets (credit posting) Items deposited (encoding) Items paid (debit posting) Incoming wire transfer by computer Outgoing Wire by Cash Mgt System Outgoing Wire by Phone Outgoing Wire by ACH transfers Incoming Wire by ACH Transfers Stop Payment by phone Stop Payment by Cash Mgt System Deposit slips printed (serialized & coded by location) Safe deposit boxes (10xl0) Research hours Controlled disbursement service charge Return items 13. 14. 15. 16. 17. 18. FEE CHARGES/ PER UNIT ESTIMATED VOLUME TOTAL MONTHLY CHARGE DESCRIPTION OF SERVICE 120/month 1 account 13/month 12/month 1 O/month $320 million 13/month Bi-weekly Payroll Quarterly 3,500 3,500 3,500 5OO Rettu-n items recleared Securities clearing and safekeeping a) Maintenance charge b) Receipts deposited c) Receipts withdrawal d) Coupon collections e) Safekeeping of assets, per receipt f) Book-enh'y security transfers via Federal Reserve, per transaction Fees for direct deposit services for employees (1,260 employees, total payroll = $1,300,000) a) Tape charge b) Credit/debit posting c) Other (list each specific charge) Check Clearing Service a) Software charge b) Quarterly CD-ROM Charge c) Other (list each specific charge) Partial Account Reconciliation Full Account Reconciliation Postive Pay Processed Rejections FEE CHARGES/ PER UNIT ESTIMATED VOLUME TOTAL MONTHLY CHARGE DESCRIPTION OF SERVICE 19. 3,500 1 20. 2 Sites Check Imaging Monthly/Quarterly Disk Automated Teller Machines 21. List any other applicable Bank charges: NOTE: Under a straight fee arrangement with the Bank, analysis charges would be debited to the control concentration account and an analysis fee statement will be mailed to the City each month. Under a compensating balance method, all accounts would be fled to a main account and collected balances would be maintained to offset service charges. Also note, that estimated volume above are projections based on current annual volumes. C. Automatic Payroll Deposit is a service the City offers its 1,260 employees. The Bank would be required to produce bi-weekly payroll transfers furnished by the City in ACH format for the transfer of funds directly to the employee bank, savings and loan, or credit union account. Please state the Bank's procedure for this service and list appropriate cut-off times that would apply. The City's net payroll is approximately $1,300,000 each pay period. State whether the Bank would offer any type of special checking, money market, or loan account for the City employees. D. Does the Bank offer any type of sweep account where excess City funds could be invested at a higher rate overnight than in a Super Now account arrangement? Does the Bank have money market funds consisting of treasuries, agencies, prime commercial paper, prime domestic bankers acceptances and collateralized or insured certificates of deposit, that the City could utilize daily as an investment alternative? If so, please explain the fund's parameters and interest earnings history or attach a separate prospectus. E. Automated Teller Machines (ATM) The Bank will install and mainta'm ATM units at the following locations: · Denton Municipal Complex, 601 E. Hickory · Water Works Park, 2400 Long Road The City agrees to furnish a lighted, inside location and sufficient electrical power for each machine installation. Note: The City of Denton reserves the right to remove this section from consideration in the award process and to re-bid an award under a separate cover. F. Lockbox The City desires lock-box services for the purpose of collecting and processing the City's utility and property tax revenues. The City separates utility bill collections and tax collections into (2) divisions because of their unique needs and record keeping constra'mts. Services and Fees: FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 1. Lock-box Services 25,000 payments 100 payments 1,500 payments 1,500 payments 1,500 payments 2. List any other applicable Bank charges: Utility Payment Processing ( 12 months of service) Utility Payment -Rejection (Flag accounts for Payment Rejection-"Cash only" customers) Avg Tax Payments Processing (Oct thru March Only) Avg. Electronic Image of Tax Payments (Oct thru Mar) -Checks Only Avg Electronic Image of Tax Payments (Oct thru Mar) - Correspondence & Envelopes NOTE: The following requirements must be met for full consideration. · The provider must obtain two (2) post office boxes: one for utility payments and one for tax payments. · The provider must be capable of processing approximately 25,000 pieces of mail per month, with a seasonal increase at tax time, up to 33,000 pieces. Processing includes: retrieving mail from post office, opening all correspondence, balancing contents, direct deposits to the City's bank account, transmitted updates/posting to the City of Denton customer accounts. · The provider must notify the City of all miscellaneous correspondence received through lock- box (i.e, address changes, payment extension requests, etc). · The provider must submit daily and monthly reports, indicating the number of pieces received and the total revenue deposited for utilities and tax. · The provider must transmit data and images electronically, on a daily basis, by 1:00 p.m., in order to expedite cash flow and customer updates. · The provider must return the tax payment envelopes from January 31 st through March 31st. G. Credit Card Services - The City desires credit card services for the purpose of collecting credit card payments for 17 remote sites and 4 interact sites. The T7P Hypercom terminals are used in all seventeen remote sites. Skipjack operates as the interact gateway for the 4 interact sites. TOTAL FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 1. 21 Merchant accts Account Maintenance 2. 3,895 units/per month Total Volume or $608,708/per month 94 units/per month or $1,404/per month 3. Total Chargebacks The following requirements must be met for full consideration. · AAVS and CVVI verification is required. · Payment processing not to exceed forty-eight hours. H. Payment for Services The City intends to pay for all account services provided by the Bank as set forth in Section V. B. The method expected to be used for the payment of these services is the direct payment method. The Bank should debit the appropriate account on a monthly basis. The City will require an account analysis each month which will clearly show volume counts, fees charged, and total price for servicing the account. The account analysis should also show average ledger balances, average uncollected funds, and average collected balances, interest rates and the amount of interest paid or credited to the account. These fees are not subject to change for the length of this account. Please submit a sample of the monthly account analysis statement that will be provided and paid monthly. Please submit a sample of the safekeeping account analysis. I. Collected Funds Definition The City desires to receive same day credit for all funds deposited by 3:00 p.m. The funds should be investable for any investment transactions that can be executed. If not invested, the funds should earn interest at the rate being paid for Super NOW accounts. Please attach availability schedule. Use a separate attachment if necessary. J. Super NOW Rates Please provide a detailed explanation of the Bank's policy and methodology used in the setting of rates paid on Super NOW accounts. Also, provide a schedule of all rates paid on Super NOW accounts since January 1, 2003. Specifically indicate if the rates are applied to ledger balances or collected balances. Indicate when the rates change and if they are based on a market rate such as T-Bill discount or yield rate. If the Bank proposes to pay the City a different rate on its Super NOW accounts, indicate that proposal. K. Other Services Please specify any other services available to the City of Denton which may be thought to be beneficial or that may apply to the City. State all related fees. VI. SAFEKEEPING/COLLATERAL REQUIREMENTS A. Securities Pledged As security for the deposits of the City of Denton, the Bank shall pledge to the City securities equal to the largest total ledger balances the City of Denton maintains in the Bank. Certificates of deposit and other evidences of deposit shall be collateralized at 102% of market with/by U.S. Treasury Bills, Notes, and Bonds or any other securities approved by the Director of Fiscal Operations with a remaining maturity of five years or less. The securities so pledged, the amounts thereof and the time for pledging same must satisfy the requirements of Texas Local Government Code Chapter 105, as amended. Additionally, U.S. Treasury securities shall be the primary securities accepted as collateral. B. Collateral Substitutions Any substitutions of the securities or reductions in the total amount pledged may be made only by and with proper written authorization approved by the City Manager, the Assistant City Manager of Fiscal and Municipal Services, Director of Fiscal Operations, or his designated representative. In the case of reduction, the Bank must provide in writing that collateral will be available when needed to meet normal City balance increases throughout the year. The City must approve all securities pledged. Any state or local government bonds pledged must have a rating of at least A or A1 or better by Moody's Investor Services or Standard & Poors Corporation. C. Custodian of Collateral Securities pledged as collateral must be retained by a third party custodian, that is, a subscriber to the Fed Security Wire, and held in joint safekeeping for the Depository and the City. The custodian must be approved by the City and be: · a state or national bank domiciled in Texas, · a federal home loan bank, or · a Federal Reserve Bank or branch of a Federal Reserve Bank. The City shall be provided the original safekeeping receipt on each pledged security which will be filed with the Director of Fiscal Operations of the City of Denton. Written release by the City is required for all releases or substitutions of pledged accounts. D. Reporting Requirements The Bank shall provide the City a report of securities pledged on a monthly basis or at any time requested by the City Manager, Assistant City Manager of Fiscal and Municipal Services, Director of Fiscal Operations, or a designated representative. This report should reflect the following information as of the end of each month and be delivered to the City by the 5th of each month. Total pledged securities itemized by: · Nm-ne · Type/Description/Cusip Number · Par Value · Current Market Value · Maturity Date · Moody's or Standard & Poors Rating (both, if available) E. Eligible Securities The following investment securities are approved for collateral: 1. United States Treasury notes, bills or bonds or obligations fully and unconditionally guaranteed as to principal and interest by the full faith and credit of the United States; 2. Obligations of the Federal Home Loan Bank, Federal Home Loan Mortgage Corporation or Federal National Mortgage Association; and 3. FDIC coverage. The City will not allow Government National Mortgage Association securities or any other asset backed/pooled type securities as collateral. These items constitute the only acceptable means of collateralizing the City's deposits. The securities must be held in a safekeeping by a third party financial institution pursuant to a safekeeping agreement signed by the Depository Bank and the City. Repurchase agreements are not acceptable as collateral to the City of Denton. F. Safekeeping Requirements The securities pledged shall be held in safekeeping by a separate and different Bank other than the depository Bank. The original copy of all safekeeping receipts shall be filed with the Director of Fiscal Operations of the City of Denton. The City will reimburse the depository Bank for any safekeeping charges, if any. Specify the safekeeping charges that will apply: The City, Depository Bank, and the Safekeeping Bank shall operate in accordance with a master safekeeping agreement signed by all three parties. The safekeeping agreement must clearly state that the Safekeeping Bank is instructed to release the collateral securities to the City if the City has determined that the Depository Bank has failed to pay on any accounts, or is in default of this agreement, or the City has determined that the City's funds are in jeopardy for whatever reason including involuntary closure or change of ownership, and if the instructions for release have been formally requested by the City Council by ordinance or resolution. A copy of the safekeeping agreement and the name of the safekeeping Bank to be used in the event you are awarded the Bank Depository Agreement must be submitted with the proposal. G. Maximum Amount Offered Please state the maximum amount, if any, of pledged securities which the Bank is willing or able to commit for collateralized Super NOW accounts throughout the contract period above the $1,000,000 minimum requirement. $ H. City to Handle Investments The City of Denton will be responsible for handling the investment bidding process. The Depository Bank, along with any eligible financial institution shall be included in the bidding process as deemed appropriate and in accordance with the City's investment policies. I. Safekeeping/Wire Services The Depository may act as transfer agent for some or all security transactions undertaken by the City. All transfers made shall be executed delivery versus payment, (i.e. payment shall not be made until the security is received). The Depository must have the capability of executing on behalf of the City: physical; DTC; and Federal book entry security purchases and sales through the Federal Reserve Bank or a New York correspondent bank. The City requires that security purchase and sale instructions be transmitted to the Depository on-line. The City also requires the ability to review the status of security transactions on-line. Controls for securities clearance will be established by mutual agreement. Please enclose a proposed security clearance/custody agreement with your RFP. Safekeeping confh'mation of all City security transactions will be issued and mailed to the City within two business days of settlement. Written communication of all security call and put option notices will also be mailed to the City as soon as the Depository receives the notice. A monthly report listing all City securities held in safekeeping will be mailed to the City within seven working days of the end of each month. J. Interest Rates Paid - Certificates of Deposit The City may choose to invest in the certificates of deposit in the depository Bank or any other eligible financial institution. The depository Bank agrees to accept time deposits from the City for investment purposes in the form of certificates of deposits in varying amounts and maturities at rates determined by the depository's competitive bid as submitted in accordance with periodic competitive bid solicitations conducted by the City. K. Interest Rate Calculations Interest on all certificates of deposit shall be computed on an actual day basis (365), and the interest will be paid to the City on the maturity date. Interest calculations will include the frrst day in the investment period but will not include the day of maturity. Payment will be made by crediting the Bank account. VII. OVERDRAFTS A. Defimtion The City does not intend to have a net overdraft position throughout the course of the contract. An overdraft is defined as a negative demand balance in the City accounts collectively, not by individual account. B. Terms Should an overdraft occur in the aggregate, the following stipulation shall apply: 1. The maximum number of days the overdraft will be allowed is 2. The maximum amount of the net overdraft to be allowed will be $ 3. The interest rate charged for overdrafts will be actual day basis. per annum computed on the VIII. INFORMATION SERVICES A. Account Reconciliation The City will process its own reconciliation for its accounts but requires data as follows: Monthly statements on all accounts showing overall activity shall be mailed within five (5) working days after the close of the calendar month. Statements shall include deposits made on the last day of the period. The accompanying checks shall be arranged in ascending numerical order for the General Fund Account which will include operating checks and payroll checks. All other account statements should include debit/credit advices which the City will be responsible for placing in numerical order. The City requires a report reflecting all items paid in serial number sequence, which is balanced to the Bank statement (partial account reconciliation). (Please provide a sample monthly statement with your RFP). The Depository shall also provide the City with a magnetic computer file of the transactions for each account. The file is to be transmitted by modem, tape/disk, or e-mall. Requirements for the file will be provided at a later date. A computer printout of all activities should accompany the magnetic tape. Each debit or credit item, other than checks, deposits, or wire transfers, shall be supported by a written explanation identifying such item. B. Check Safekeeping Service All paid checks shall be returned to the City monthly along with the monthly statement. In addition to the remm of the checks, all checks shall be captured monthly on a compact disk (2 copies) and sent to the City. This process should allow the City to search for cleared checks and print the image of a cleared check. The checks returned in the monthly statement do not require sorting, as long as the compact disk images are available. Please include any software cost associated with this service in the fee schedule section. The City may require a demonstration by the Depository of this service. IX. OTHER STIPULATIONS A. Regulation Notices The Bank will notify the City in writing within ten (10) days of any changes in Federal or State regulations or laws that would thereafter affect the depository agreement. The Bank shall also notify the City of any new services that become available to the City throughout the contract period. B. Wire Transfers The City shall submit all outgoing wire transfers to the Depository according to its published cutoff times established for current customers. The Depository shall maintain wire transfer facilities to the Federal Reserve Bank for investment purchases or sales and other transactions with financial institutions. Written conf'n'mation of such transactions will be provided to the City and a duplicate copy of the debit or credit shall be furnished to the City within twenty-four (24) hours. Notification to the City of incoming wire transfers or problems with outgoing wire transfers shall be made within one (1) hour of the transaction. The City requires that all outgoing wire transfers be released within one hour. In addition, all wire transfers (both incoming and outgoing) must be properly noted on the bank statement. (i.e., Wire Transfer- State Comptroller). The Director of Fiscal Operations or the Treasury & Tax Manager will authorize all wire transfers on behalf of the City. In the event of computer problems or other unexpected difficulties, the Depository shall use whatever means necessary to ensure that the City's outgoing wire transfers are completed on the date specified through City initiated instructions. C. Debit and Credit Adjustments The City requires that a copy of all debit and credit adjustments be mailed to the Controller with supporting documentation, as the entries are made throughout each month. The City's monthly statement should also include a copy of all debit and credit adjustments. Adjustments should include descriptions, dates, and amounts in order for the City to properly adjust its books. The City shall not be responsible for the cost of credit and debit adjustments necessitated by Bank. D. Account Balances The Bank shall have a means of contacting the City prior to 9:00 a.m. each business day to give the ending ledger balances for all accounts from the previous working day. E. Bank Statements Bank statements or statement activity shall be rendered by the fifLh working day after the close of the calendar month. The statement must include deposits made on the last day of the month. The accompanying checks must be arranged in numerical order. In addition, the City requires that all transactions (customer deposits, credit card deposits, charge backs) must be noted with a location name or unique identifiable number on the bank statements. F. Right to Audit Records The Banks' records relating to the City of Denton accounts shall be open to review by either City staff members or City-appointed independent auditors during normal business hours. G. Financial Reports The Bank will submit a copy of the last audited annual financial statements and the subsequent quarterly supplements along with an annual year end uniform Bank Performance Report. H. Investment Extension Period The Bank agrees to honor and continue any investments made during the term of the depository contract that will mature after the expiration date of the depository agreement at the same rate established before the expiration of the contract. The investment extension period will not exceed ninety (90) days. I. Bank F~lure Should the Bank fail, close, or be forced into reorganization during the term of this contract, City reserves the right to cancel the contract and re-bid for City's depository services. J. Research Requests The City requests that all research requests be turned around within three (3) business days of the request. K. Returned Items All checks deposited by the City that do not clear the first time, should be submitted a second time before returning them to the City. Returned checks that do not clear on the second attempt shall be returned to the City within two (2) business days. The City shall receive same day telephone notification of all remm items in excess of $5,000. L. Transition Schedule Please provide a schedule documenting the transition of transferring the City's banking services from the current Depository to your institution. X. PROPOSAL INSTRUCTIONS A. Date, Time, Location Sealed proposals clearly marked "Proposal for Bank Depository Agreement" should be delivered to the Purchasing Division located at the City's Service Center, no later than 2:00 p.m., December 9, 2003 to the attention of: Tom Shaw Purchasing Agent 901-B Texas St. Denton, Texas 76201 NO PROPOSAL WILL BE RECEIVED AFTER 2:00 P.M. A. Response to the Bid The proposing Bank should use this Bid form to submit rates and to answer questions wherever possible. However, any point that the Bank cannot agree with should be clearly noted with attachments which explain this disagreement. Please reference the section and paragraph in these cases. Also, please clearly restate the question when supplying answers on any supplemental pages. B. Additional Information The City reserves the right to request additional information or to meet with representatives from proposing organizations to discuss points in the proposal before and at, er submission, any and all which may be used in forming a recommendation. C. Right to Reject Bids The City reserves the right to reject any and all proposals. XI. OTHER MISCELLANEOUS A. Periodic Review The City of Denton shall require a review meeting at least once every six months to evaluate the working relationship between the City and the depository Bank. The objective will be to address any problems and to seek a responsible solution. More frequent meetings may be called if necessary. B. City Council Action The final appointment ora depository Bank will be made by City Council of the City of Denton. C. Bid Advertisement This Bid will be duly advertised and is being offered for consideration to all financial institutions inside the corporate limits of the City of Denton, as permitted by state laws. D. Designation of Individuals Upon being awarded the contract, the depository Bank shall designate, in writing, an individual to be the official contact person for all correspondence. The City of Denton shall do the same. The Depository Bank shall be responsible for training and communicating the terms of this contract to Bank employees. XII. SUBMISSION CHECK A. "Bid" with fill-in-the-blank format. B. Sample bank statement (must show city requirements IX B & E). C. Availability of funds schedule. D. Money Market Fund prospectus if applicable. E. Sample monthly collateral report. F. Sample safekeeping agreement with the Federal Reserve Bank for collateral. G. Sample safekeeping agreement with Depository Bank for the City's investment securities. H. Sample controlled disbursement agreement. I. Sample wire agreement. J. Sample stop payment agreement. K. Sample account analysis statement. L. Annual financial statement of the Bank along with the last two quarterly FDIC call reports M. Reference list of agencies currently using your institutions lock-box services. N. Sample daily lock-box transmission reports. O. Sample monthly lock-box activity reports. P. Transition schedule.