April 30, 2003 - FORM T-1 - S-3: Registration statement for specified transactions by certain issuers | Deluxe Corporation (DLX)

Exhibit 25.1

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

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[ ] CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(b) (2)

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A U.S. NATIONAL BANKING ASSOCIATION 41-1592157
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)

SIXTH STREET AND MARQUETTE AVENUE
Minneapolis, Minnesota 55479
(Address of principal executive offices) (Zip code)

Stanley S. Stroup, General Counsel
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(612) 667-1234
(Name, address and telephone number of agent for service)

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DELUXE CORPORATION
(Exact name of obligor as specified in its charter)

MINNESOTA 41-0216800
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

3680 Victoria Street North, Shoreview, MN 55126-2966
(Address of principal executive offices) (Zip code)

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$500 MILLION DEBT SECURITIES
(Title of the indenture securities)

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Item 1. General Information. Furnish the following information as to the
trustee:

(a) Name and address of each examining or supervising
authority to which it is subject.

Comptroller of the Currency
Treasury Department
Washington, D.C.

Federal Deposit Insurance Corporation
Washington, D.C.

The Board of Governors of the Federal Reserve System
Washington, D.C.

(b) Whether it is authorized to exercise corporate trust
powers.

The trustee is authorized to exercise corporate trust
powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this
Statement of Eligibility. Wells Fargo Bank
incorporates by reference into this Form T-1 the
exhibits attached hereto.

Exhibit 1. a. A copy of the Articles of Association of the
trustee now in effect.**

Exhibit 2. a. A copy of the certificate of authority of the
trustee to commence business issued June 28,
1872, by the Comptroller of the Currency to The
Northwestern National Bank of Minneapolis.*

b. A copy of the certificate of the Comptroller of
the Currency dated January 2, 1934, approving
the consolidation of The Northwestern National
Bank of Minneapolis and The Minnesota Loan and
Trust Company of Minneapolis, with the surviving
entity being titled Northwestern National Bank
and Trust Company of Minneapolis.*

c. A copy of the certificate of the Acting
Comptroller of the Currency dated January 12,
1943, as to change of corporate title of
Northwestern National Bank and Trust Company of
Minneapolis to Northwestern National Bank of
Minneapolis.*

d. A copy of the letter dated May 12, 1983 from the
Regional Counsel, Comptroller of the Currency,
acknowledging receipt of notice of name change
effective May 1, 1983 from Northwestern National
Bank of Minneapolis to Norwest Bank Minneapolis,
National Association.*

e. A copy of the letter dated January 4, 1988 from
the Administrator of National Banks for the
Comptroller of the Currency certifying approval
of consolidation and merger effective January 1,
1988 of Norwest Bank Minneapolis, National
Association with various other banks under the
title of "Norwest Bank Minnesota, National
Association."*

f. A copy of the letter dated July 10, 2000 from
the Administrator of National Banks for the
Comptroller of the Currency certifying approval
of consolidation effective July 8, 2000 of
Norwest Bank Minnesota, National Association
with various other banks under the title of
"Wells Fargo Bank Minnesota, National
Association."***

Exhibit 3. A copy of the authorization of the trustee to exercise
corporate trust powers issued January 2, 1934, by the
Federal Reserve Board.*

Exhibit 4. Copy of By-laws of the trustee as now in effect.**

Exhibit 5. Not applicable.

Exhibit 6. The consent of the trustee required by Section 321(b) of
the Act.

Exhibit 7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority is attached hereto.

Exhibit 8. Not applicable.

Exhibit 9. Not applicable.

* Incorporated by reference to exhibit number 25 filed with
registration statement number 33-66026.

** Incorporated by reference to the exhibit of the same number to
the trustee's Form T-1 filed as exhibit 99.T3G to the Form T-3
dated July 13, 2000 of GB Property Funding Corp. file number
022-22473.

*** Incorporated by reference to exhibit number 2f to the trustee's
Form T-1 filed as exhibit 25.1 to the Current Report Form 8-K
dated September 8, 2000 of NRG Energy Inc. file number
001-15891.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wells Fargo Bank Minnesota, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Minneapolis and State of Minnesota on the 29th day of April, 2003.

WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION

/s/ Michael G. Slade
---------------------------
Michael G. Slade
Corporate Trust Officer

EXHIBIT 6

April 29, 2003

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION

/s/ Michael G. Slade
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Michael G. Slade
Corporate Trust Officer

Exhibit 7

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Wells Fargo Bank Minnesota, National Association FFIEC 031
SIXTH STREET AND MARQUETTE AVENUE Consolidated Report of
MINNEAPOLIS, MN 55479 Condition for December
FDIC Certificate Number: 5208 31, 2002
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Web Address as of: 2/21/2003 http://www.wellsfargo.com
The web address is as provided by the institution.
Please contact the institution directly with any questions regarding the data or
the web address.
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CONSOLIDATED REPORT OF INCOME
FOR THE PERIOD JANUARY 1, 2002- DECEMBER 31, 2002

ALL REPORT OF INCOME SCHEDULES ARE TO BE REPORTED ON A CALENDAR YEAR-TO-DATE
BASIS IN THOUSANDS OF DOLLARS.

SCHEDULE RI - INCOME STATEMENT

e. RIAD
Interest income from trading assets 4069 249
f.
Interest income on federal funds sold and securities purchased under RIAD
agreements to resell 4020 225,939
g. RIAD
Other interest income 4518 14,556
h. RIAD
Total interest income (sum of items 1.a.(3) through 1.g) 4107 2,780,550
2.Interest expense:
a.Interest on deposits:
(1)Interest on deposits in domestic offices:
(a)Transaction accounts (NOW accounts, ATS accounts, and telephone and preauthorized RIAD
transfer accounts) 4508 3,011
(b)Nontransaction accounts:
RIAD
(1) Savings deposits (includes MMDAs) 0093 85,530
RIAD
(2) Time deposits of $100,000 or more A517 8,921
RIAD
(3) Time deposits of less than $100,000 A518 69,647
(2) RIAD
Interest on deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs 4172 200,546
b. RIAD
Expense of federal funds purchased and securities sold under agreements to repurchase 4180 93,934
c. RIAD
Interest on trading liabilities and other borrowed money 4185 167,593
d. RIAD
Interest on subordinated notes and debentures 4200 1
e. RIAD
Total interest expense (sum of items 2.a through 2.d) 4073 629,183
3. RIAD
Net interest income (item 1.h minus 2.e) 4074 2,151,367
4. RIAD
Provision for loan and lease losses 4230 94,753
5.Noninterest income:
a. RIAD
Income from fiduciary activities/3/ 4070 242,679
b. RIAD
Service charges on deposit accounts in domestic offices 4080 174,964
c. RAID
Trading revenue4 A220 -1,072
d. RIAD
Investment banking, advisory, brokerage, and underwriting fees and commissions B490 123,924
e. RIAD
Venture capital revenue B491 0
f. RIAD
Net servicing fees B492 0
g. RIAD
Net securitization income B493 0
h. RIAD
Insurance commissions and fees B494 90,713
i. RIAD
Net gains (losses) on sales of loans and leases 5416 862
j. RIAD
Net gains (losses) on sales of other real estate owned 5415 743
k. RIAD
Net gains (losses) on sales of other assets (excluding securities) B496 -232,200
l. RAID
Other noninterest income2 B497 464,899
m. RIAD
Total noninterest income (sum of items 5.a through 5.l) 4079 865,512

6.
a. RIAD
Realized gains (losses) on held-to-maturity securities 3521 0
b. RIAD
Realized gains (losses) on available-for-sale securities 3196 13,940
7.Noninterest expense:
a. RIAD
Salaries and employee benefits 4135 575,180
b.Expenses of premises and fixed assets (net of rental income) (excluding salaries and RIAD
employee benefits and mortgage interest) 4217 132,681
c. RIAD
(1) Goodwill impairment losses C216 0
RIAD
(2) Amortization expense and impairment losses for other intangible assets C232 1,566
d. RIAD
Other noninterest expense/2/ 4092 757,259
e. RIAD
Total noninterest expense (sum of items 7.a through 7.d) 4093 1,466,686
8.Income (loss) before income taxes and extraordinary items and other adjustments (item 3 RIAD
plus or minus items 4, 5.m, 6.a, 6.b, and 7.e) 4301 1,469,380
9. RIAD
Applicable income taxes (on item 8) 4302 525,875
10. RIAD
Income (loss) before extraordinary items and other adjustments (item 8 minus item 9) 4300 943,505
11. RIAD
Extraordinary items and other adjustments, net of income taxes/2/ 4320 0
12. RIAD
Net income (loss) (sum of items 10 and 11) 4340 943,505

Memoranda Year-to-date
Dollar Amounts in Thousands
1.Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after RIAD
August 7, 1986, that is not deductible for federal income tax purposes 4513 287
2.Income from the sale and servicing of mutual funds and annuities in domestic offices RIAD
(included in Schedule RI, item 8) 8431 100,434
3.Income on tax-exempt loans and leases to states and political subdivisions in the U.S. RIAD
(included in Schedule RI, items 1.a and 1.b) 4313 2,469
4.Income on tax-exempt securities issued by states and political subdivisions in the U.S. RIAD
(included in Schedule RI, item 1.d.(3)) 4507 16,350
5.Number of full-time equivalent employees at end of current period (round to nearest whole RIAD Number
number) 4150 7,514
6.Not applicable
7.If the reporting bank has restated its balance sheet as a result of applying CC/YY/M
push down accounting this calendar year, report the date of the bank's RIAD M/DD
acquisition/5/ 9106 0
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. RIAD
Interest rate exposures 8757 -1,072
b. RIAD
Foreign exchange exposures 8758 0
c. RIAD
Equity security and index exposures 8759 0
d. RIAD
Commodity and other exposures 8760 0

9.Impact on income of derivatives held for purposes other than trading:
a. RIAD
Net increase (decrease) to interest income 8761 0
b. RIAD
Net (increase) decrease to interest expense 8762 2,878
c. RIAD
Other (noninterest) allocations 8763 0
10. RIAD
Credit losses on derivatives (see instructions) A251 0
11.Does the reporting bank have a Subchapter S election in effect for federal income tax RIAD Yes/No
purposes for the current tax year? A530 No

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/1/Includes interest income on time certificates of deposit not held for
trading.
/2/Describe on Schedule RI-E--Explanations.
/3/For banks required to complete Schedule RC-T, items 12 through 19, income
from fiduciary activities reported in Schedule RI, item 5.a, must equal the
amount reported in Schedule RC-T, item 19.
/4/For banks required to complete Schedule RI, Memorandum item 8, trading
revenue report in Schedule RI, item 5.c, must equal the sum of Memorandum
item 8.a through 8.d).
/5/For example, a bank acquired on June 1, 2001, would report 20010601.

SCHEDULE RI-A--CHANGES IN EQUITY CAPITAL
Indicate decreases and losses in parentheses.

Dollar Amounts in Thousands

1.Total equity capital most recently reported for the December 31, 2001, Reports of Condition RIAD
and Income (i.e., after adjustments from amended Reports of Income) 3217 3,191,226
2.Restatements due to corrections of material accounting errors and changes in accounting RIAD
principles* B507 0
3. RIAD
Balance end of previous calendar year as restated (sum of items 1 and 2) B508 3,191,226
4. RIAD
Net income (loss) (must equal Schedule RI, item 12) 4340 943,505
5.Sale, conversion, acquisition, or retirement of capital stock, net (excluding treasury RIAD
stock transactions) B509 0
6. RIAD
Treasury stock transactions, net B510 0
7. RIAD
Changes incident to business combinations, net 4356 420,978
8. RIAD
LESS: Cash dividends declared on preferred stock 4470 0
9. RIAD
LESS: Cash dividends declared on common stock 4460 500,000
10. RIAD
Other comprehensive income/1/ B511 23,984
11. RIAD
Other transactions with parent holding company/1/ (not included in items 5, 6, 8, or 9 above) 4415 0
12.Total equity capital end of current period (sum of items 3 through 11) (must equal Schedule RIAD
RC, item 28) 3210 4,079,693

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*Describe on Schedule RI-E--Explanations.
/1/Includes changes in net unrealized holding gains (losses) on
available-for-sale securities, changes in accumulated net gains (losses) on
cash flow hedges, foreign currency translation adjustments, and changes in
minimum pension

liability adjustments.

Schedule RI-B--Charge-offs and Recoveries on Loans and Leases and Changes in
Allowance for Loan and Lease Losses

PART I. CHARGE-OFFS AND RECOVERIES ON LOANS AND LEASES

PART I EXCLUDES CHARGE-OFFS AND RECOVERIES THROUGH THE ALLOCATED TRANSFER RISK
RESERVE.

(COLUMN A) (COLUMN B)
CHARGE-OFFS1 RECOVERIES
Dollar Amounts in ThousandsCalendar-year-to-date

1.Loans secured by real estate:
a.Construction, land development, and other land loans in domestic RIAD RIAD
offices 3582 150 3583 24
b. RIAD RIAD
Secured by farmland in domestic offices 3584 105 3585 281
c.Secured by 1-4 family residential properties in domestic offices:
(1)Revolving, open-end loans secured by 1-4 family residential RIAD RIAD
properties and extended under lines of credit 5411 622 5412 302
(2)Closed-end loans secured by 1-4 family residential properties
(a) RIAD RIAD
Secured by first liens C234 1,908 C217 253
(b) RIAD RIAD
Secured by junior liens C235 167 C218 506
d.Secured by multifamily (5 or more) residential properties in domestic RIAD RIAD
offices 3588 0 3589 0
e.Secured by nonfarm nonresidential properties in domestic offices RIAD RIAD
3590 4,956 3591 271
f. RIAD RIAD
In foreign offices B512 0 B513 0
2.Loans to depository institutions and acceptances of other banks:
a. RIAD RIAD
To U.S. banks and other U.S. depository institutions 4653 0 4663 0
b. RIAD RIAD
To foreign banks 4654 0 4664 0
3. RIAD RIAD
Loans to finance agricultural production and other loans to farmers 4655 548 4665 739
4.Commercial and industrial loans:
a. RIAD RIAD
To U.S. addressees (domicile) 4645 66,890 4617 12,553
b. RIAD RIAD
To non-U.S. addressees (domicile) 4646 0 4618 0
5.Loans to individuals for household, family, and other personal
expenditures:
a. RIAD RIAD
Credit cards B514 19,536 B515 1,108
b.Other (includes single payment, installment, all student loans, and RIAD RIAD
revolving credit plans other than credit cards) B516 17,806 B517 7,827
6. RIAD RIAD
Loans to foreign governments and official institutions 4643 0 4627 0
7. RIAD RIAD
All other loans 4644 283 4628 38
8.Lease financing receivables:
a. RIAD RIAD
To U.S. addressees (domicile) 4658 2,275 4668 250

b. RIAD RIAD
To non-U.S. addressees (domicile) 4659 0 4669 0
9. RIAD RIAD
Total (sum of items 1 through 8) 4635 115,246 4605 24,152

(COLUMN A) (COLUMN B)
Memoranda CHARGE-OFFS/1/ RECOVERIES
Dollar Amounts in Thousands Calendar-year-to-date

1.Loans to finance commercial real estate, construction, and land
development activities (not secured by real estate) included in Schedule RIAD 5410
RI-B, part I, items 4 and 7, above 5409 0 RIAD 0
2.Loans secured by real estate to non-U.S. addressees (domicile) (included RIAD RIAD
in Schedule RI-B, part I, item 1, above) 4652 0 4662 0

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/1/Include write-downs arising from transfers of loans to a held-for-sale
account.

PART II. CHANGES IN ALLOWANCE FOR LOAN AND LEASE LOSSES

Dollar Amounts in Thousands

1.Balancemost recently reported for the December 31, 2001, Reports of Condition and Income RIAD
(i.e., after adjustments from amended Reports of Income) B522 281,751
2. RIAD
Recoveries (must equal part I, item 9, column B above) 4605 24,152
3.LESS: Charge-offs (must equal part I, item 9, column A above less Schedule RI-B, part II, RIAD
item 4 ) C079 115,246
4. RIAD
LESS: Write-downs arising from transfers of loans to a held-for-sale account 5523 0
5. RIAD
Provision for loan and lease losses (must equal Schedule RI, item 4) 4230 94,753
6.
IAD Adjustments* (see instructions for this schedule) C233 -1,147
7.Balance end of current period (sum of items 1, 2, 5, and 6, less items 3 and 4) (must equal RIAD
Schedule RC, item 4.c) 3123 284,263

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*Describe on Schedule RI-E---Explanations.

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.

Dollar Amounts in Thousands

1.Interest income and expense attributable to international operations:
a. RIAD
Gross interest income B523 0

b. RIAD
IAD Gross interest expense B524 0
2. RIAD
Net interest income attributable to international operations (item 1.a minus 1.b.) B525 0
3.Noninterest income and expense attributable to international operations:
a. RIAD
Noninterest income attributable to international operations 4097 0
b. RIAD
Provision for loan and lease losses attributable to international operations 4235 0
c. RIAD
Other noninterest expense attributable to international operations 4239 0
d.Net noninterest income (expense) attributable to international operations (item 3.a RIAD
minus 3.b and 3.c) 4843 0
4.Estimated pretax income attributable to international operations before capital allocation RIAD
adjustment (sum of items 2 and 3.d) 4844 0
5.Adjustment to pretax income for internal allocations to international operations to reflect RIAD
the effects of equity capital on overall bank funding costs 4845 0
6.Estimated pretax income attributable to international operations after capital allocation RIAD
adjustment (sum of items 4 and 5) 4846 0
7. RIAD
Income taxes attributable to income from international operations as estimated in item 6 4797 0
8. RIAD
Estimated net income attributable to international operations (item 6 minus 7) 4341 0

Schedule RI-E--Explanations

Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.

Detail all adjustments in Schedule 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.)

Dollar Amounts in Thousands Year-to-date

1.Other noninterest income (from Schedule RI, item 5.l)
Itemize and describe amounts that exceed 1% of the sum of Schedule RI, items 1.h and 5.m:
a. RIAD
Income and fees from the printing and sale of checks C013 0
b. RIAD
Earnings on/increase in value of cash surrender value of life insurance C014 0
c. RIAD
Income and fees from automated teller machines (ATMs) C016 0
d. RIAD
Rent and other income from other real estate owned 4042 0
e. RIAD
Safe deposit box rent C015 0
f. RIAD
(TEXT 4461) Intercompany allocations 4461 274,457
g. RIAD
(TEXT 4462) Credit card fees 4462 62,052
h. RIAD
(TEXT 4463) Loan origination fees 4463 40,003
2.Other noninterest expense (from Schedule RI, item 7.d)
Itemize and describe the amounts that exceed 1% of the sum of Schedule RI,
items 1.h and 5.m:

a. RIAD
Data processing expenses C017 44,129
b. RIAD
Advertising and marketing expenses 0497 0
c. RIAD
Directors' fees 4136 0
d. RIAD
Printing, stationery, and supplies C018 0
e. RIAD
Postage 8403 0
f. RIAD
Legal fees and expenses 4141 0
g. RIAD
FDIC deposit insurance assessments 4146 0
h. RIAD
(TEXT 4464) Intercompany allocations 4464 476,014
i. RIAD
(TEXT 4467) Other fees & service charges 4467 89,364
j. RIAD
(TEXT 4468) 4468 0
3.Extraordinary items and other adjustments and applicable income tax effect
(from Schedule RI, item 11) (itemize and describe all extraordinary items
and other adjustments)
a. RIAD
(1) Effect of adopting FAS 142, "Goodwill and Other Intangible Assets" C231 0
(2) RIAD
Applicable income tax effect 4486 0
b. RIAD
(1) (TEXT 4487 4487 0
(2) RIAD
Applicable income tax effect 4488 0
c. RIAD
(1) (TEXT 4489 4489 0
(2) RIAD
Applicable income tax effect 4491 0
4.Restatements due to corrections of material accounting errors and changes in
accounting principles (from Schedule RI-A, item 2) (itemize and describe all
restatements):
a. RIAD
(TEXT B526) B526 0
b. RIAD
(TEXT B527) B527 0
5.Other transactions with parent holding company (from Schedule RI-A, item 11)
(itemize and describe all such transactions)
a. RIAD
(TEXT 4498) 4498 0
b. RIAD
(TEXT 4499) 4499 0
6.Adjustments to allowance for loan and lease losses (from Schedule RI-B, part
II, item 6) (itemize and describe all adjustments):
a.(TEXT 4521) Write-downs arising from transfers of loans to the RIAD
held-for-sale account 4521 -29,483
b. RIAD
(TEXT 4522) Marquette merger 4522 28,336
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):

Schedule RC--Balance Sheet

Dollar Amounts in Thousands

ASSETS
1.Cash and balances due from depository institutions (from Schedule RC-A)
a. RCFD
Noninterest-bearing balances and currency and coin/1/ 0081 1,820,590
b. RCFD
Interest-bearing balances/2/ 0071 63,877
2.Securities:
a. RCFD
Held-to-maturity securities (from Schedule RC-B, column A) 1754 0
b. RCFD
Available-for-sale securities (from Schedule RC-B, column D) 1773 1,613,776
3.Federal funds sold and securities purchased under agreements to resell
a. RCON
Federal funds sold in domestic offices B987 8,118,713
b. RCFD
Securities purchased under agreements to resell/3/ B989 159,512
4.Loans and lease financing receivables (from Schedule RC-C):
a. RCFD
Loans and leases held for sale 5369 21,079,237
b. RCFD
Loans and leases, net of unearned income B528 18,011,762
c. RCFD
LESS: Allowance for loan and lease losses 3123 284,263
d. RCFD
Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) B529 17,727,499
5. RCFD
Trading assets (from Schedule RC-D) 3545 367,486
6. RCFD
Premises and fixed assets (including capitalized leases) 2145 157,682
7. RCFD
Other real estate owned (from Schedule RC-M) 2150 7,328
8. RCFD
Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 2130 0
9. RCFD
Customers' liability to this bank on acceptances outstanding 2155 23,492
10.Intangible assets:
a. RCFD
CFD Goodwill 3163 341,605
b. RCFD
Other intangible assets (from Schedule RC-M) 0426 7,596
11. RCFD
Other assets (from Schedule RC-F) 2160 1,354,807
12. RCFD
Total assets (sum of items 1 through 11) 2170 52,843,200
LIABILITIES
13.Deposits:
a. RCON
In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) 2200 32,863,493
(1) RCON
Noninterest-bearing/4/ 6631 20,656,572
(2) RCON
Interest-bearing 6636 12,206,921
b.In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part RCFN
II) 2200 5,802,375

(1) RCFN
Noninterest-bearing 6631 10,504
(2) RCFN
Interest-bearing 6636 5,791,871
14.Federal funds purchased and securities sold under agreements to repurchase
a. RCON
Federal funds purchased in domestic offices/5/ B993 1,685,713
b. RCFD
Securities sold under agreements to repurchase/6/ B995 459,274
15. RCFD
Trading liabilities (from Schedule RC-D) 3548 45,836
16.Other borrowed money (includes mortgage indebtedness and obligations under capitalized RCFD
leases) (from Schedule RC-M) 3190 7,081,695
17.Not applicable
18. RCFD
Bank's liability on acceptances executed and outstanding 2920 23,492
19. RCFD
Subordinated notes and debentures/7/ 3200 0
20. RCFD
Other liabilities (from Schedule RC-G) 2930 801,629
21. RCFD
Total liabilities (sum of items 13 through 20) 2948 48,763,507
22. RCFD
Minority interest in consolidated subsidiaries 3000 0
EQUITY CAPITAL
23. RCFD
Perpetual preferred stock and related surplus 3838 0
24. RCFD
Common stock 3230 100,000
25. RCFD
Surplus (exclude all surplus related to preferred stock) 3839 2,133,596
26. RCFD
a. Retained earnings 3632 1,793,289
b. RCFD
Accumulated other comprehensive income/8/ B530 52,808
27. RCFD
Other equity capital components/9/ A130 0
28. RCFD
Total equity capital (sum of items 23 through 27) 3210 4,079,693
29. RCFD
Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) 3300 52,843,200

Memorandum

TO BE REPORTED WITH THE MARCH REPORT OF CONDITION.
1.Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the
bank by independent external auditors as of any date during 2001 RCFD Number
6724 N/A

1 =Independent audit of the bank conducted in 4 =Directors' examination of the bank conducted in
accordance with generally accepted auditing accordance with generally accepted auditing
standards by a certified public accounting firm standards by a certified public accounting firm (may
which submits a report on the bank be required by state chartering authority)
2 =Independent audit of the bank's parent holding 5 =Directors' examination of the bank performed by
company conducted in accordance with generally other external auditors (may be required by state
accepted auditing standards by a certified public chartering authority)
accounting firm which submits a report on the

consolidated holding company (but not on the bank
separately)

6 =Review of the bank's financial statements by
external auditors
7 =Compilation of the bank's financial statements by
external auditors
3 =Attestation on bank management's assertion on the 8 =Other audit procedures (excluding tax preparation
effectiveness of the bank's internal control work)
over financial reporting by a certified public
accounting firm
9 =No external audit work

- ----------
/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.
/4/Includes total demand deposits and noninterest-bearing time and savings
deposits.
/5/Report overnight Ferderal Home Loan Bank advantages in Schedule RC, item
16,"other borrowed money."
/6/Includes all securities repurchase agreements in domestic and foreign
offices, regardless of maturity.
/7/Includes limited-life preferred stock and related surplus.
/8/Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges, cumulative
foreign currency translation adjustments, and minimum pension liability
adjustments.
/9/Includes treasury stock and unearned Employee Stock Ownership Plan shares.

Schedule RC-A -- Cash and Balances Due From Depository Institutions
Exclude assets held for trading.

(COLUMN A) (COLUMN B)
CONSOLIDATED DOMESTIC OFFICES
Dollar Amounts in Thousands BANK

1. RCFD
Cash items in process of collection, unposted debits, and currency and coin 0022 1,616,545
a. RCON
Cash items in process of collection and unposted debits 0020 1,433,842
b. RCON
Currency and coin 0080 182,703
2. RCON
Balances due from depository institutions in the U.S. 0082 185,144
a. RCFD
U.S.branches and agencies of foreign banks (including their IBFs) 0083 0
b.Other commercial banks in the U.S. and other depository institutions RCFD
in the U.S. (including their IBFs) 0085 185,300
3. RCON
Balances due from banks in foreign countries and foreign central banks 0070 11,842
a. RCFD
Foreign branches of other U.S. banks 0073 11,622
b. RCFD
Other banks in foreign countries and foreign central banks 0074 220
4. RCFD RCON
Balances due from Federal Reserve Banks 0090 70,780 0090 70,698
5.Total (sum of items 1 through 4) (total of column A must equal Schedule RCFD RCON
RC, sum of items 1.a and 1.b) 0010 1,884,467 0010 1,884,229

Schedule RC-B--Securities
Exclude assets held for trading.

HELD-TO-MATURITY AVAILABLE-FOR-SALE
(COLUMN A) (COLUMN B) (COLUMN C) (COLUMN D)
Dollar Amounts in Thousands AMORTIZED COST FAIR VALUE AMORTIZED COST FAIR VALUEC

1. RCFD RCFD RCFD RCFD
U.S.Treasury securities 0211 0 0213 0 1286 183,519 1287 197,889
2.U.S.Government agency obligations
(exclude mortgage-backed securities):
a.Issued by U.S. Government RCFD RCFD RCFD RCFD
agencies/1/ 1289 0 1290 0 1291 6 1293 6
b.Issued by U.S. Government RCFD RCFD RCFD RCFD
sponsored agencies/2/ 1294 0 1295 0 1297 132,570 1298 137,863
3.Securities issued by states and RCFD RCFD RCFD RCFD
political subdivisions in the U.S. 8496 0 8497 0 8498 300,444 8499 321,839
4.Mortgage-backed securities (MBS):
a.Pass-through securities:
(1) RCFD RCFD RCFD RCFD
Guaranteed by GNMA 1698 0 1699 0 1701 231,831 1702 247,285
(2) RCFD RCFD RCFD RCFD
Issued by FNMA and FHLMC 1703 0 1705 0 1706 384,871 1707 413,362
(3) RCFD RCFD RCFD RCFD
Other passthrough securities 1709 0 1710 0 1711 0 1713 0
b.Other mortgage-backed securities
(include CMOs, REMICs, and stripped
MBS):
(1)Issued or guaranteed by FNMA, RCFD RCFD RCFD RCFD
FHLMC, or GNMA 1714 0 1715 0 1716 4,600 1717 4,629
(2)Collateralized by MBS issued RCFD RCFD RCFD
or guaranteed by FNMA, FHLMC, RCFD 1719 1731 1732
or GNMA 1718 0 0 3 4
(3)All other mortgage-backed RCFD RCFD RCFD RCFD
securities 1733 0 1734 0 1735 8,580 1736 8,650
5.Asset-backed securities (ABS):
a. RCFD RCFD RCFD RCFD
Credit card receivables B838 0 B839 0 B840 0 B841 0
b. RCFD RCFD RCFD RCFD
Home equity lines B842 0 B843 0 B844 0 B845 0
c. RCFD RCFD RCFD RCFD
Automobile loans B846 0 B847 0 B848 0 B849 0
d. RCFD RCFD RCFD RCFD
Other consumer loans B850 0 B851 0 B852 406 B853 409
e. RCFD RCFD RCFD RCFD
Commercial and industrial loans B854 0 B855 0 B856 2,547 B857 2,354
f. RCFD RCFD RCFD RCFD
Other B858 0 B859 0 B860 0 B861 0
6.Other debt securities:
a. RCFD RCFD RCFD RCFD
Other domestic debt securities 1737 0 1738 0 1739 110,773 1741 107,384
b. RCFD RCFD RCFD RCFD
Foreign debt securities 1742 0 1743 0 1744 47,319 1746 51,773
7.Investments in mutual funds and other
equity securities with readily RCFD RCFD
determinable fair values/3/ A510 119,617 A511 120,329
8.Total (sum of items 1 through 7) RCFD 0 RCFD 0 RCFD 1,527,086 RCFD 1,613,776

(total of column A must equal 1754 1771 1772 1773
Schedule RC, Item 2.a) (total of
column D must equal Schedule RC,
item 2.b)

Memoranda

Dollar Amounts in Thousands

1. Pledged securities/4/ RCFD
0416 260,266
2.Maturity and repricing data for debt securities/4/,/5/ (excluding those in nonaccrual
status)
a.Securities issued by the U.S. Treasury, U.S. Government agencies, and states and
political subdivisions in the U.S.; other non-mortgage debt securities;
and mortgage pass-through securities other than those backed by
closed-end first lien 1-4 family residential mortgages with a remaining
maturity or next repricing date of:/6/,/7/
(1) RCFD
Three months or less A549 165,915
(2) RCFD
Over three months through 12 months A550 72,374
(3) RCFD
Over one year through three years A551 74,600
(4) RCFD
Over three years through five years A552 134,421
(5) RCFD
Over five years through 15 years. A553 252,551
(6) RCFD
Over 15 years A554 119,656
b.Mortgage pass-through securities backed by closed-end first lien 1-4
family residential mortgages with a remaining maturity or next repricing
date of:/6/,/8/
(1) RCFD
Three months or less A555 3,872
(2) RCFD
Over three months through 12 months A556 6,437
(3) RCFD
Over one year through three years A557 742
(4) RCFD
Over three years through five years A558 1,331
(5) RCFD
Over five years through 15 years A559 38,211
(6) RCFD
Over 15 years A560 610,054
c.Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS;
exclude mortgage pass-through securities) with an expected average life
of:/9/
(1) RCFD
Three years or less A561 7,217
(2) RCFD
Over three years A562 6,066
d.Debt securities with a REMAINING MATURITY of one year or less (included in RCFD
Memorandum items 2.a through 2.c above) A248 166,083
3.Amortized cost of held-to-maturity securities sold or transferred to
available-for-sale or trading securities during the calendar year-to-date RCFD
amortized cost at date of sale or transfer)(report the 1778 0
4.Structured notes (included in the held-to-maturity and available-for-sale
accounts in Schedule RC-B, items 2, 3, 5, and 6):
a. RCFD
Amortized cost 8782 0

b. RCFD
Fair value 8783 0

- ----------
/1/Includes Small Business Administration "Guaranteed Loan Pool Certificates,"
U.S. Maritime Administration obligations, and Export-Import Bank
participation certificates.
/2/Includes obligations (other than mortgage-backed securities) issued by the
Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan
Mortgage Corporation, the Federal National Mortgage Association, the
Financing Corporation, Resolution Funding Corporation, the Student Loan
Marketing Association, and the Tennessee Valley Authority.
/3/Report Federal Reserve stock, Federal Home Loan Bank stock, and bankers' bank
stock in Schedule RC-F, item 4.
/4/Includes held-to-maturity securities at amortized cost and available-for-sale
securities at fair value.
/5/Exclude investments in mutual funds and other equity securities with readily
determinable fair values.
/6/Report fixed rate debt securities by remaining maturity and floating rate
debt securities by next repricing date.
/7/Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonaccrual debt
securities in the categories of debt securities reported in Memorandum item
2.a that are included in Schedule RC-N, item 9, column C, must equal Schedule
RC-B, sum of items 1, 2, 3, 5, and 6, columns A and D, plus mortgage
pass-through securities other than those backed by closed-end first lien 1-4
family residential mortgages included in Schedule RC-B, item 4.a, columns A
and D.
/8/Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual mortgage
pass-through securities backed by closed-end first lien 1-4 family
residential mortgages included in Schedule RC-N, item 9, column C, must equal
Schedule RC-B, item 4.a, sum of columns A and D, less the amount of mortgage
pass-through securities other than those backed by closed-end first lien 1-4
family residential mortgages included in Schedule RC-B, item 4.a, columns A
and D.
/9/Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual "Other
mortgage-backed securities" included in Schedule RC-N, item 9, column C, must
equal Schedule RC-B, item 4.b, sum of columns A and D.

Schedule RC-C--Loans and Lease Financing Receivables

Part I. Loans and Leases

Do not deduct the allowance for loan and lease losses from amounts reported in
this schedule. Report (1) loans and leases held for sale at the lower of cost or
market value and (2) other loans and leases, net of unearned income. Report
loans and leases net of any applicable allocated transfer risk reserve. Exclude
assets held for trading and commercial paper.

(COLUMN A) (COLUMN B)
CONSOLIDATED DOMESTIC OFFICES
Dollar Amounts in Thousands BANK

1. RCFD
Loans secured by real estate: 1410 26,873,038
a. RCON
Construction, land development, and other land loans 1415 212,279
b.Secured by farmland (including farm residential and other RCON
improvements) 1420 78,883
c.Secured by 1-4 family residential properties:
(1)Revolving, open-end loans secured by 1-4 family residential RCON
properties and extended under lines of credit 1797 981,424
(2)Closed-end loans secured by 1-4 family residential properties:
(a) RCON
Secured by first liens 5367 23,702,527

(b) RCON
Secured by junior liens 5368 1,078,833
d. RCON
Secured by multifamily (5 or more) residential properties 1460 55,776
e. RCON
Secured by nonfarm nonresidential properties 1480 763,316
2.Loans to depository institutions and acceptances of other banks:
a. RCON
To commercial banks in the U.S. B531 2,763,148
(1) RCFD
To U.S. branches and agencies of foreign banks B532 0
(2) RCFD
To other commercial banks in the U.S. B533 2,763,383
b. RCFD RCON
To other depository institutions in the U.S. B534 0 B534 0
c. RCON
To banks in foreign countries B535 235
(1) RCFD
To foreign branches of other U.S. banks B536 0
(2) RCFD
To other banks in foreign countries B537 238
3. RCFD RCON
Loans to finance agricultural production and other loans to farmers 1590 185,921 1590 185,921
4.Commercial and industrial loans:
a. RCFD RCON
To U.S. addressees (domicile) 1763 4,947,382 1763 4,947,382
b. RCFD RCON
To non-U.S. addressees (domicile) 1764 1,151 1764 0
5.Not applicable
6.Loans to individuals for household, family, and other personal
expenditures (i.e., consumer loans) (includes purchased paper):
a. RCFD RCON
Credit cards B538 384 B538 384
b. RCFD RCON
Other revolving credit plans B539 116,449 B539 116,449
c.Other consumer loans (includes single payment, installment, and all RCFD RCON
student loans) 2011 815,867 2011 815,867
7.Loans to foreign governments and official institutions (including foreign RCFD RCON
central banks) 2081 0 2081 0
8.Obligations (other than securities and leases) of states and political RCFD RCON
subdivisions in the U.S. 2107 28,443 2107 28,443
9. RCFD
Other loans 1563 389,515
a. RCON
Loans for purchasing or carrying securities (secured and unsecured) 1545 138,513
b. RCON
All other loans (exclude consumer loans) 1564 251,002
10. RCON
Lease financing receivables (net of unearned income) 2165 2,969,228
a. RCFD
Of U.S. addressees (domicile) 2182 2,969,228
b. RCFD
Of non-U.S. addressees (domicile) 2183 0
11. RCFD RCON
LESS: Any unearned income on loans reflected in items 1-9 above 2123 0 2123 0
12.Total loans and leases, net of unearned income (sum of items 1 through 10
minus item 11) (total of column A must equal Schedule RC, sum of items RCON RCON
4.a and 4.b) 2122 39,090,999 2122 39,089,610

Memoranda

Dollar Amounts in Thousands

1.Loans and leases restructured and in compliance with modified terms (included in Schedule
RC-C, part I, and not reported as past due or nonaccrual in Schedule RC-N, Memorandum item
1) (exclude loans secured by 1-4 family residential properties and loans to individuals for RCFD
household, family, and other personal expenditures) 1616 0
2.Maturity and repricing data for loans and leases (excluding those in
nonaccrual status):
a.Closed-end loans secured by first liens on 1-4 family residential properties in domestic
offices (reported in Schedule RC-C, part I, item 1.c.(2)(a), column B)
with a remaining maturity or next repricing date of:/1/,/2/
(1) RCON
Three months or less A564 20,804,158
(2) RCON
Over three months through 12 months A565 560,630
(3) RCON
Over one year through three years A566 35,357
(4) RCON
Over three years through five years A567 89,077
(5) RCON
Over five years through 15 years A568 1,638,299
(6) RCON
Over 15 years A569 555,531
b.All loans and leases (reported in Schedule RC-C, part I, items 1 through
10, column A) EXCLUDING closed-end loans secured by first liens on 1-4
family residential properties in domestic offices (reported in Schedule
RC-C, part I, item 1.c.(2)(a), column B) with a remaining maturity or
next repricing date of/1/,/3/
(1) RCFD
Three months or less A570 8,038,125
(2) RCFD
Over three months through 12 months A571 1,160,695
(3) RCFD
Over one year through three years A572 1,786,723
(4) CFD
Over three years through five years A573 1,488,936
(5) RCFD
Over five years through 15 years A574 1,762,590
(6) RCFD
Over 15 years A575 967,431
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 RCFD
those in nonaccrual status) A247 25,129,741
3.Loans to finance commercial real estate, construction, and land development
activities (not secured by real estate) included in Schedule RC-C, part RCFD
I, items 4 and 9, column A/4/ 2746 176,599
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 RCON
I, item 1.c.(2)(a), column B 5370 7,670,359
5.Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RC-C, RCFD
part I, item 1, column A) B837 0

- ----------
/1/Report fixed rate loans and leases by remaining maturity and floating rate
loans by next repricing date.
/2/Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual
closed-end loans secured by first liens on 1-4 family residential properties
in domestic offices included in Schedule RC-N, item 1.c.(2)(a), column C,
must equal total closed-end loans secured by first liens on 1-4 family
residential properties from Schedule RC-C, part I, item 1.c.(2)(a), column B.
/3/Sum of Memorandum items 2.b.(1) through 2.b.(6), plus total nonaccrual loans
and leases from Schedule RC-N, sum of items 1 through 8, column C, minus
nonaccrual closed-end loans

secured by first liens on 1-4 family residential properties in domestic
offices included in Schedule RC-N, item 1.c.(2)(a), column C, must equal
total loans and leases from Schedule RC-C, part I, sum of items 1 through
10, column A, minus total closed-end loans secured by first liens on 1-4
family residential properties in domestic offices from Schedule RC-C, part
I, item 1.c.(2)(a), column B.
/4/Exclude loans secured by real estate that are included in Schedule RC-C, part
I, item 1, column A.

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
calendar year.

Dollar Amounts in Thousands

ASSETS
1. RCON
U.S.Treasury securities in domestic offices 3531 0
2. RCON
U.S.Government agency obligations in domestic offices (exclude mortgage-backed securities) 3532 0
3. RCON
Securities issued by states and political subdivisions in the U.S. in domestic offices 3533 0
4.Mortgage-backed securities (MBS) in domestic offices:
a. RCON
Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA 3534 318,572
b.Other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA (include RCON
CMOs, REMICs, and stripped MBS) 3535 0
c. RCON
All other mortgage-backed securities 3536 0
5. RCON
Other debt securities in domestic offices 3537 0
6.-8.Not applicable
9. RCON
Other trading assets in domestic offices 3541 0
10. RCFN
Trading assets in foreign offices 3542 0
11.Revaluation gains on interest rate, foreign exchange rate, and other
commodity and equity contracts:
a. RCON
In domestic offices 3543 48,914
b. RCFN
In foreign offices 3543 0
12. RCFD
Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5) 3545 367,486
LIABILITIES
13. RCFD
Liability for short positions 3546 0
14.Revaluation losses on interest rate, foreign exchange rate, and other commodity and equity RCFD
contracts 3547 45,836
15. RCFD
Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15) 3548 45,836

Schedule RC-E--Deposit Liabilities

Part I. Deposits in Domestic Offices

NONTRANSACTION
TRANSACTION ACCOUNTS ACCOUNTS

(COLUMN A) (COLUMN C)
TOTAL TRANSACTION (COLUMN B) TOTAL
ACCOUNTS MEMO: TOTAL NONTRANSACTION
(INCLUDING TOTAL DEMAND DEPOSITS ACCOUNTS
DEMAND (INCLUDED IN (INCLUDING
Dollar Amounts in Thousands DEPOSITS) COLUMN A) MMDAs)

Deposits of:
1.Individuals, partnerships, and corporations (include RCON RCON
all certified and official checks) B549 2,544,833 B550 29,360,774
2. RCON RCON
U.S.Government 2202 7,000 2520 1,316
3. RCON RCON
States and political subdivisions in the U.S. 2203 47,974 2530 452,031
4.Commercial banks and other depository institutions in RCON RCON
the U.S. B551 449,565 B552 0
5. RCON RCON
Banks in foreign countries 2213 0 2236 0
6.Foreign governments and official institutions RCON RCON
(including foreign central banks) 2216 0 2377 0
7.Total (sum of items 1 through 6) (sum of columns A and RCON RCON RCON
C must equal Schedule RC, item 13.a) 2215 3,049,372 2210 2,728,465 2385 29,814,121

Memoranda

Dollar Amounts in Thousands

1.Selected components of total deposits (i.e., sum of item 7, columns A and C):
a. RCON
Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts 6835 496,658
b. RCON
Total brokered deposits 2365 42,472
c.Fully insured brokered deposits (included in Memorandum item 1.b above):
(1) RCON
Issued in denominations of less than $100,000 2343 0
(2)Issued either in denominations of $100,000 or in denominations greater than $100,000 RCON
and participated out by the broker in shares of $100,000 or less 2344 0
d.Maturity data for brokered deposits:
(1)Brokered deposits issued in denominations of less than $100,000 with a remaining RCON
maturity of one year or less (included in Memorandum item 1.c.(1) above) A243 0
(2)Brokered deposits issued in denominations of $100,000 or more with a remaining RCON
maturity of one year or less (included in Memorandum item 1.b above) A244 42,472
e.Preferred deposits (uninsured deposits of states and political subdivisions in the U.S.
reported in item 3 above which are secured or collateralized as required under state RCON
law) (to be completed for the December report only) 5590 416,547
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) RCON
Money market deposit accounts (MMDAs) 6810 7,260,270
(2) RCON
Other savings deposits (excludes MMDAs) 0352 20,621,096

b. RCON
Total time deposits of less than $100,000 6648 1,613,279
c. RCON
Total time deposits of $100,000 or more 2604 319,476
3.Maturity and repricing data for time deposits of less than $100,000:
a.Time deposits of less than $100,000 with a remaining maturity or next repricing date
of: /1/ , /2/
(1) RCON
Three months or less A579 278,563
(2) RCON
Over three months through 12 months A580 588,662
(3) RCON
Over one year through three years A581 544,402
(4) RCON
Over three years A582 201,652
b.Time deposits of less than $100,000 with a REMAINING MATURITY of one year or less RCON
(included in Memorandum items 3.a.(1) through 3.a.(4) above) /3/ A241 867,225
4.Maturity and repricing data for time deposits of $100,000 or more:
a.Time deposits of $100,000 or more with a remaining maturity or next repricing date of:
/1/ ,/4/
(1) RCON
Three months or less A584 49,794
(2) RCON
Over three months through 12 months A585 129,533
(3) RCON
Over one year through three years A586 72,798
(4) RCON
Over three years A587 67,351
b.Time deposits of $100,000 or more with a REMAINING MATURITY of one year or less RCON
(included in Memorandum items 4.a.(1) through 4.a.(4) above) /3/ A242 179,327

Part II. Deposits in Foreign Offices (including Edge and Agreement subsidiaries
and IBFs)

Dollar Amounts in Thousands

Deposits of:
1. RCFN
Individuals, partnerships, and corporations (include all certified and
official checks) B553 230,609
2. RCFN
U.S. banks (including IBFs and foreign branches of U.S. banks) and other
U.S. depository institutions B554 5,482,276
3. RCFN
Foreign banks (including U.S. branches and agencies of foreign banks,
including their IBFs) 2625 89,490
4. RCFN
Foreign governments and official institutions (including foreign central banks) 2650 0
5. RCFN
U.S. Government and states and political subdivisions in the U.S. B555 0
6. RCFN
Total (sum of items 1 through 5) (must equal Schedule RC, item 13.b) 2200 5,802,375

Memorandum

Dollar Amounts in Thousands

1. RCFN
Time deposits with a remaining maturity of one year or less (included in Part II, item 6
above) A245 5,792,704

- ----------
/1/Report fixed rate time deposits by remaining maturity and floating rate time
deposits by next repricing date.
/2/Sum of Memorandum items 3.a.(1) through 3.a.(4) must equal Schedule RC-E,
Memorandum item 2.b.
/3/Report both fixed and floating rate time deposits by remaining maturity.
Exclude floating rate time deposits with a next repricing date of one year or
less that have a remaining maturity of over one year.
/4/Sum of Memorandum items 4.a.(1) through 4.a.(4) must equal Schedule RC-E,
Memorandum item 2.c.

Schedule RC-F--Other Assets

Dollar Amounts in Thousands

1. RCFD
Accrued interest receivable/1/ B556 144,866
2. RCFD
Net deferred tax assets/2/ 2148 0
3.Interest-only strips receivable (not in the form of a security)/3/ on:
a. RCFD
Mortgage loans A519 0
b. RCFD
Other financial assets A520 0
4. RCFD
Equity securities that DO NOT have readily determinable fair values/4/ 1752 487,226
5. RCFD
Other (itemize and describe amounts greater than $25,000 that exceed 25% of this item) 2168 722,715
a. RCFD
Prepaid expenses 2166 0
b. RCFD
Cash surrender value of life insurance C009 354,845
c. RCFD
Repossessed personal property (including vehicles) 1578 0
d. RCFD
Derivatives with a positive fair value held for purposes other than trading C010 0
e. RCFD
(TEXT 3549) 3549 0
f. RCFD
(TEXT 3550) 3550 0
g. RCFD
(TEXT 3551) 3551 0
6. RCFD
Total (sum of items 1 through 5) (must equal Schedule RC, item 11) 2160 1,354,807

- ----------
/1/Include accrued interest receivable on loans, leases, debt securities, and
other interest-bearing assets.
/2/See discussion of deferred income taxes in Glossary entry on "income taxes."
/3/Report interest-only strips receivable in the form of a security as
available-for-sale securities in Schedule RC, item 2.b, or as trading assets
in Schedule RC, item 5, as appropriate.
/4/Include Federal Reserve stock, Federal Home Loan Bank stock, and bankers'
bank stock.

Schedule RC-G--Other Liabilities

Dollar Amounts in Thousands

1. RCON
a. Interest accrued and unpaid on deposits in domestic offices/1/ 3645 24,179
b. RCFD
Other expenses accrued and unpaid (includes accrued income taxes payable) 3646 147,510
2. RCFD
Net deferred tax liabilities/2/ 3049 521,051
3. RCFD
Allowance for credit losses on off-balance sheet credit exposures B557 0
4. RCFD
Other (itemize and describe amounts greater than $25,000 that exceed 25% of this item) 2938 108,889
a. RCFD
Accounts payable 3066 71,275
b. RCFD
Deferred compensation liabilities C011 0
c. RCFD
Dividends declared but not yet payable 2932 0
d. RCFD
Derivatives with a negative fair value held for purposes other than trading C012 0
e. RCFD
(TEXT 3552) 3552 0
f. RCFD
(TEXT 3553) 3553 0
g. RCFD
(TEXT 3554) 3554 0
5. RCFD
Total (sum of items 1 through 4) (must equal Schedule RC, item 20) 2930 801,629

- ----------
/1/For savings banks, include "dividends" accrued and unpaid on deposits.
/2/See discussion of deferred income taxes in Glossary entry on "income taxes."

Schedule RC-H--Selected Balance Sheet Items for Domestic Offices

Dollar Amounts in Thousands

1. RCON
Customers' liability to this bank on acceptances outstanding 2155 2,420
2. RCON
Bank's liability on acceptances executed and outstanding 2920 2,420
3. RCON
Securities purchased under agreements to resell B989 159,512
4. RCON
Securities sold under agreements to repurchase B995 459,274
5. RCON
Other borrowed money 3190 7,081,695
EITHER
6. RCON
Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs 2163 0
OR
7. RCON
Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs 2941 5,726,406
8.Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and RCON
IBFs) 2192 52,707,193

9.Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries, RCON
and IBFs) 3129 42,901,094

In items 10-17, report the amortized (historical) cost of both held-to-maturity
and available-for-sale securities in domestic offices.
10. RCON
U.S. Treasury securities 1039 183,519
11. RCON
U.S. Government agency obligations (exclude mortgage-backed securities) 1041 132,576
12. RCON
Securities issued by states and political subdivisions in the U.S. 1042 300,444
13.Mortgage-backed securities (MBS):
a.Pass-through securities:
(1) RCON
Issued or guaranteed by FNMA, FHLMC, or GNMA 1043 616,702
(2) RCON
Other pass-through securities. 1044 0
b.Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS):
(1) RCON
Issued or guaranteed by FNMA, FHLMC, or GNMA 1209 4,600
(2) RCON
All other mortgage-backed securities 1280 8,583
14. RCON
Other domestic debt securities (include domestic asset-backed securities) 1281 113,726
15. RCON
Foreign debt securities (include foreign asset-backed securities) 1282 47,319
16.
Investments in mutual funds and other equity securities with readily determinable fair RCON
values A510 119,617
17.Total amortized (historical) cost of both held-to-maturity and available-for-sale RCON
securities (sum of items 10 through 16) 1374 1,527,086
18. RCON
Equity securities that do not have readily determinable fair values 1752 487,226

Schedule RC-I--Assets and Liabilities of IBFs

To be completed only by banks with IBFs and other "foreign" offices.

Dollar Amounts in Thousands

1. RCFN
Total IBF assets of the consolidated bank (component of Schedule RC, item 12) 2133 N/A
2. RCFD
Total IBF liabilities (component of Schedule RC, item 21) 2898 N/A

Schedule RC-K--Quarterly Averages/1/

Dollar Amounts in Thousands

ASSETS
1. RCFD
Interest-bearing balances due from depository institutions 3381 53,190
2.U.S. Treasury securities and U.S. Government agency obligations/2/ (excluding mortgage- RCFD
backed securities) B558 317,381

3. RCFD
Mortgage-backed securities/2/ B559 862,649

4.All other securities/2/,/3/ (includes securities issued by states and political subdivisions in RCFD
the U.S.) B560 590,945
5. RCFD
Federal funds sold and securities purchased under agreements to resell 3365 10,591,657
6.Loans:
a.Loans in domestic offices:
(1) RCON
Total loans 3360 37,200,268
(2) RCON
Loans secured by real estate 3385 27,637,357
(3) RCON
Loans to finance agricultural production and other loans to farmers 3386 192,473
(4) RCON
Commercial and industrial loans 3387 4,873,399
(5)Loans to individuals for household, family, and other personal expenditures:
(a) RCON
Credit cards B561 187
(b)Other (includes single payment, installment, all student loans, and revolving RCON
credit plans other than credit cards) B562 1,133,115
b. RCFN
Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs 3360 1,507
7. RCFD
Trading assets 3401 51,120
8. RCFD
Lease financing receivables (net of unearned income) 3484 2,907,647
9. RCFD
Total assets/4/ 3368 55,610,248
LIABILITIES
10.Interest-bearing transaction accounts in domestic offices (NOW accounts, ATS accounts, and RCON
telephone and preauthorized transfer accounts) (exclude demand deposits) 3485 310,095
11.Nontransaction accounts in domestic offices:
a. RCON
Savings deposits (includes MMDAs) B563 29,066,619
b. RCON
Time deposits of $100,000 or more A514 322,212
c. RCON
Time deposits of less than $100,000 A529 1,645,070
12. RCFN
Interest-bearing deposits in foreign offices, EDGE and Agreement subsidiaries, and IBFs 3404 6,092,613
13. RCFD
Federal funds purchased and securities sold under agreements to repurchase 3353 2,844,693
14.Other borrowed money (includes mortgage indebtedness and obligations under capitalized RCFD
leases) 3355 7,835,286

- ----------
/1/For all items, banks have the option of reporting either (1) an average of
DAILY figures for the quarter, or (2) an average of WEEKLY figures (i.e., the
Wednesday of each week of the quarter).
/2/Quarterly averages for all debt securities should be based on amortized cost.
/3/Quarterly averages for all equity securities should be based on historical
cost.
/4/The quarterly average for total assets should reflect all debt securities
(not held for trading) at amortized cost, equity securities with readily
determinable fair values at the lower of cost or fair value, and equity
securities without readily determinable fair values at historical cost.

Schedule RC-L-- Derivatives and Off-Balance Sheet Items

Please read carefully the instructions for the preparation of Schedule RC-L.
Some of the amounts reported in Schedule RC-L are regarded as volume indicators
and not necessarily as measures of risk.

Dollar Amounts in Thousands

1.Unused commitments:
a.Revolving, open-end lines secured by 1-4 family residential properties, e.g., home RCFD
equity lines 3814 1,784,749
b. RCFD
Credit card lines 3815 0
c.Commercial real estate, construction, and land development:
(1) RCFD
Commitments to fund loans secured by real estate 3816 97,507
(2) RCFD
Commitments to fund loans not secured by real estate 6550 118,936
d. RCFD
Securities underwriting 3817 0
e. RCFD
Other unused commitments 3818 1,522,122
2. RCFD
Financial standby letters of credit and foreign office guarantees 3819 50,523
a. RCFD
Amount of financial standby letters of credit conveyed to others 3820 746
3. RCFD
Performance standby letters of credit and foreign office guarantees 3821 205,649
a. RCFD
Amount of performance standby letters of credit conveyed to others 3822 5,987
4. RCFD
Commercial and similar letters of credit 3411 22,007
5.Participations in acceptances (as described in the instructions) conveyed to others by the RCFD
reporting bank 3428 0
6.Securities lent (including customers' securities lent where the customer is indemnified RCFD
against loss by the reporting bank) 3433 425,872
7.Credit derivatives:
a. RCFD
Notional amount of credit derivatives on which the reporting bank is the guarantor A534 0
(1) RCFD
Gross positive fair value C219 0
(2) RCFD
Gross negative fair value C220 0
b. RCFD
Notional amount of credit derivatives on which the reporting bank is the beneficiary A535 0
(1) RCFD
Gross positive fair value C221 0
(2) RCFD
Gross negative fair value C222 0
8. RCFD
Spot foreign exchange contracts 8765 0
9.All other off-balance sheet liabilities (exclude derivatives) (itemize and describe each RCFD
component of this item over 25% of Schedule RC, item 28, "Total equity capital") 3430 3,867,132

a. RCFD
Securities borrowed 3432 3,867,132
b. RCFD
Commitments to purchase when-issued securities 3434 0
c. RCFD
(TEXT 3555) 3555 0
d. RCFD
(TEXT 3556) 3556 0

e. RCFD
(TEXT 3557) 3557 0
10.All other off-balance sheet assets (exclude derivatives) (itemize and describe each RCFD
component of this item over 25% of Schedule RC, item 28, "Total equity capital") 5591 0
a. RCFD
Commitments to sell when-issued securities 3435 0
b. RCFD
(TEXT 5592) 5592 0
c. RCFD
(TEXT 5593) 5593 0
d. RCFD
(TEXT 5594) 5594 0
e. RCFD
(TEXT 5595) 5595 0
11.Year-to-date merchant credit card sales volume:
a. RCFD
Sales for which the reporting bank is the acquiring bank C223 0
b. RCFD
Sales for which the reporting bank is the agent bank with risk C224 0

(COLUMN A) (COLUMN B) (COLUMN C) (COLUMN D)
INTEREST RATE FOREIGN EXCHANGE EQUITY DERIVATIVE COMMODITY AND
Dollar Amounts in Thousands CONTRACTS CONTRACTS CONTRACTS OTHER CONTRACTS

12.Gross amounts (e.g., notional
amounts) (for each column, sum of
items 12.a through 12.e must equal
sum of items 13 and 14):
a. RCFD RCFD RCFD RCFD
Futures contracts 8693 0 8694 0 8695 0 8696 0
b. RCFD RCFD RCFD RCFD
Forward contracts 8697 0 8698 0 8699 0 8700 0
c.Exchange-traded option contracts:
(1) RCFD RCFD RCFD RCFD
Written options 8701 0 8702 0 8703 0 8704 0
(2) RCFD RCFD RCFD RCFD
Purchased options 8705 0 8706 0 8707 0 8708 0
d.Over-the-counter option contracts:
(1) RCFD RCFD RCFD RCFD
Written options 8709 173,385 8710 0 8711 0 8712 82
(2) RCFD RCFD RCFD RCFD
Purchased options 8713 165,334 8714 0 8715 0 8716 82
e. RCFD RCFD RCFD RCFD
Swaps 3450 1,546,396 3826 0 8719 0 8720 13,974
13.Total gross notional amount of RCFD RCFD RCFD RCFD
derivative contracts held for trading A126 1,685,115 A127 0 8723 0 8724 14,138
14.Total gross notional amount of RCFD RCFD RCFD
derivative contracts held for RCFD
purposes other than trading 8725 200,000 8726 0 8727 0 8728 0
a.Interest rate swaps where the bank RCFD
has agreed to pay a fixed rate A589 0
15.Gross fair values of derivative
contracts:
a.Contracts held for trading:
(1) RCFD RCFD RCFD RCFD
Gross positive fair value 8733 46,253 8734 0 8735 0 8736 2,680
(2) RCFD RCFD RCFD RCFD
Gross negative fair value 8737 43,070 8738 0 8739 0 8740 2,609

b.Contracts held for purposes other than trading:

(1) RCFD RCFD RCFD RCFD
Gross positive fair value 8741 16,417 8742 0 8743 0 8744 0
(2) RCFD RCFD RCFD RCFD
Gross negative fair value 8745 0 8746 0 8747 0 8748 0

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, RCFD
principal shareholders, and their related interests 6164 3,217
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 of total capital as defined for
this purpose in agency regulations RCFD Number
6165 3
2.Intangible assets other than goodwill:
a. RCFD
Mortgage servicing assets 3164 124
(1) RCFD
Estimated fair value of mortgage servicing assets A590 124
b. RCFD
Purchased credit card relationships and nonmortgage servicing assets B026 2,211
c. RCFD
All other identifiable intangible assets 5507 5,261
d. RCFD
Total (sum of items 2.a, 2.b, and 2.c) (must equal Schedule RC, item 10.b) 0426 7,596
3.Other real estate owned:
a. RCFD
Direct and indirect investments in real estate ventures 5372 0
b.All other real estate owned:
(1) RCON
Construction, land development, and other land in domestic offices 5508 0
(2) RCON
Farmland in domestic offices 5509 466
(3) RCON
1-4 family residential properties in domestic offices 5510 5,058
(4) RCON
Multifamily (5 or more) residential properties in domestic offices 5511 0
(5) RCON
Nonfarm nonresidential properties in domestic offices 5512 1,804
(6) RCFN
In foreign offices 5513 0
c. RCFD
Total (sum of items 3.a and 3.b) (must equal Schedule RC, item 7) 2150 7,328
4.Investments in unconsolidated subsidiaries and associated companies:
a. RCFD
Direct and indirect investments in real estate ventures 5374 0
b. RCFD
All other investments in unconsolidated subsidiaries and associated companies 5375 0
c. RCFD
Total (sum of items 4.a and 4.b) (must equal Schedule RC, item 8) 2130 0

5.Other borrowed money:
a.Federal Home Loan Bank advances:
(1) RCFD
With a remaining maturity of one year or less/1/ 2651 3,472,207
(2) RCFD
With a remaining maturity of more than one year through three years B565 1,335,199
(3) RCFD
With a remaining maturity of more than three years B566 1,950,000
b.Other borrowings:
(1) RCFD
With a remaining maturity of one year or less B571 312,355
(2) RCFD
With a remaining maturity of more than one year through three years B567 10,639
(3) RCFD
With a remaining maturity of more than three years B568 1,295
c. RCFD
Total (sum of items 5.a.(1) through 5.b.(3) must equal Schedule RC, item 16) 3190 7,081,695
6.Does the reporting bank sell private label or third party mutual funds and annuities? RCFD YES/NO
B569 Yes
7. RCFD
Assets under the reporting bank's management in proprietary mutual funds and annuities B570 0

- ----------
/1/ Includes overnight Federal Home Loan Bank advances.

Schedule RC-N--Past Due and Nonaccrual Loans, Leases, and Other Assets

(COLUMN A) (COLUMN B)
PAST DUE 30 PAST DUE 90 DAYS
THROUGH 89 DAYS OR MORE AND STILL (COLUMN C)
Dollar Amounts in thousands AND STILL ACCRUING ACCRUING NONACCRUAL

1.Loans secured by real estate:
a.Construction, land development, and other land loans RCON RCON RCON
in domestic offices 2759 856 2769 0 3492 729
b. RCON RCON RCON
Secured by farmland in domestic offices 3493 1,078 3494 0 3495 972
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 RCON RCON RCON
of credit 5398 2,403 5399 191 5400 3,175
(2)Closed-end loans secured by 1-4 family
residential properties
RCON RCON RCON
(a) Secured by first liens C236 131,366 C237 7,019 C229 19,475
RCON RCON RCON
(b) Secured by junior liens C238 9,649 C239 1,426 C230 67
d.Secured by multifamily (5 or more) residential RCON RCON RCON
properties in domestic offices 3499 84 3500 0 3501 323
e.Secured by nonfarm nonresidential properties in RCON RCON RCON
domestic offices 3502 3,549 3503 32 3504 10,291
f.In foreign offices RCFN 0 RCFN 0 RCFN 0

B572 B573 B574
2.Loans to depository institutions and acceptances of
other banks:
a. RCFD RCFD RCFD
To U.S. banks and other U.S. depository institutions 5377 0 5378 0 5379 0
b. RCFD RCFD RCFD
To foreign banks 5380 0 5381 0 5382 0
3.Loans to finance agricultural production and other RCFD RCFD RCFD
loans to farmers 1594 1,817 1597 0 1583 2,104
4.Commercial and industrial loans:
a. RCFD RCFD RCFD
To U.S. addressees (domicile) 1251 32,193 1252 802 1253 97,400
b. RCFD RCFD RCFD
To non-U.S. addressees (domicile) 1254 0 1255 0 1256 0
5.Loans to individuals for household, family, and other
personal expenditures:
a. RCFD RCFD RCFD
Credit cards B575 0 B576 0 B577 0
b.Other (includes single payment, installment, all
student loans, and revolving credit plans other than RCFD RCFD RCFD
credit cards) B578 12,877 B579 8,972 B580 777
6. RCFD RCFD RCFD
Loans to foreign governments and official institutions 5389 0 5390 0 5391 0
7. RCFD RCFD RCFD
All other loans 5459 703 5460 105 5461 318
8.Lease financing receivables:
a. RCFD RCFD RCFD
Of U.S. addressees (domicile) 1257 32,924 1258 0 1259 67,816
b. RCFD RCFD RCFD
Of non-U.S. addressees (domicile) 1271 0 1272 0 1791 0
9.Debt securities and other assets (exclude other real RCFD RCFD RCFD
estate owned and other repossessed assets) 3505 0 3506 0 3507 0
Amounts reported in Schedule RC-N, items 1 through 8, above include guaranteed
and unguaranteed portions of past due and nonaccrual loans and leases. Report in
item 10 below certain guaranteed loans and leases that have already been
included in the amounts reported in items 1 through 8.
10.Loans and leases reported in items 1 through 8 above
which are wholly or partially guaranteed by the U.S. RCFD RCFD RCFD
Government 5612 6,239 5613 6,642 5614 222
a.Guaranteed portion of loans and leases included in RCFD RCFD RCFD
item 10 above 5615 6,162 5616 6,598 5617 113

Memoranda

(COLUMN A) (COLUMN B)
PAST DUE 30 PAST DUE 90 DAYS
THROUGH 89 DAYS OR MORE AND STILL (COLUMN C)
Dollar Amounts in thousands AND STILL ACCRUING ACCRUING NONACCRUAL

1.Restructured loans and leases included in Schedule
RC-N, items 1 through 8, above (and not reported in RCFD RCFD RCFD
Schedule RC-C, Part I, Memorandum item 1) 1658 0 1659 0 1661 0
2.Loans to finance commercial real estate, construction,
and land development activities (not secured by real RCFD RCFD RCFD
estate) included in Schedule RC-N, items 4 and 7, above 6558 1,316 6559 0 6560 982
3.Loans secured by real estate to non-U.S. addressees RCFD RCFD RCFD
(domicile) (included in Schedule RC-N, item 1, above) 1248 0 1249 0 1250 0
4.Not applicable
5.Loans and leases held for sale (included in Schedule RCFD RCFD RCFD
RC-N, items 1 through 8,above) C240 92,158 C241 9,584 C226 1,565

(COLUMN A) (COLUMN B)
PAST DUE 30 PAST DUE 90 DAYS
THROUGH 89 OR MORE
Dollar Amounts in thousands

6.Interest rate, foreign exchange rate, and other commodity and equity RCFD RCFD
contracts: Fair value of amounts carried as assets 3529 0 3530 0

Schedule RC-O - Other Data for Deposit Insurance and FICO Assessments

Dollar Amounts in Thousands

1.Unposted debits (see instructions):
a. RCON
Actual amount of all unposted debits 0030 0
OR
b.Separate amount of unposted debits:
(1) RCON
Actual amount of unposted debits to demand deposits 0031 0
(2) RCON
Actual amount of unposted debits to time and savings deposits /1/ 0032 0
2.Unposted credits (see instructions):
a. RCON
Actual amount of all unposted credits 3510 0
OR
b.Separate amount of unposted credits:
(1) RCON
Actual amount of unposted credits to demand deposits 3512 0
(2) RCON
Actual amount of unposted credits to time and savings deposits /1/ 3514 0
3.Uninvested trust funds (cash) held in bank's own trust department (not included in total RCON
deposits in domestic offices) 3520 0
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. RCON
Demand deposits of consolidated subsidiaries 2211 1,381,756
b. RCON
Time and savings deposits/1/ of consolidated subsidiaries 2351 0
c. RCON
Interest accrued and unpaid on deposits of consolidated subsidiaries 5514 0
5.Deposits in insured branches in Puerto Rico and U.S. territories and possessions:
a. RCON
Demand deposits in insured branches (included in Schedules RC-E, Part II) 2229 0
b. RCON
Time and savings deposits1 in insured branches (included in Schedule RC-E, Part II) 2383 0
c.Interest accrued and unpaid on deposits in insured branches (included in Schedule RC-G, RCON
item 1.b.) 5515 0
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. RCON
Amount reflected in demand deposits (included in Schedule RC-E, Part I, item 7, column B 2314 0
b.Amount reflected in time and savings deposits1 (included in Schedule RC-E, Part I, item RCON
7, column A or C, but not column B) 2315 0
7.Unamortized premiums and discounts on time and savings deposits: /1/, /2/

a. RCON
Unamortized premiums 5516 0
b. RCON
Unamortized discounts 5517 109
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 Rico and U.S. territories
and possessions):
(1)Total deposits purchased or acquired from other FDIC-insured institutions during the RCON
quarter A531 0
(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 RCON
members report deposits attributable to BIF) A532 0
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 RCON
than insured branches in Puerto Rico and U.S. territories and possessions) A533 0
9. RCON
Deposits in lifeline accounts 5596 N/A
10.Benefit-responsive "Depository Institution Investment Contracts" (included in total RCON
deposits in domestic offices) 8432 0
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 RCON
on a gross basis in Schedule RC-E had been reported on a net basis 8785 0
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 RCON
on a net basis in Schedule RC-E had been reported on a gross basis A181 0
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 RCON
Puerto Rico and U.S. territories and possessions in Schedule RC-E A182 0
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. RCON
Amount of assets netted against demand deposits A527 0
b. RCON
Amount of assets netted against time and savings deposits A528 0
Memoranda (to be completed each quarter except as noted)
1.Total deposits in domestic offices of the bank and in insured branches in
Puerto Rico and U.S. territories and possessions (sum of Memorandum items
1.a.(1) and 1.b.(1) must equal the sum of Schedule RC, item 13.a, and
Schedule RC-O, items 5.a and 5.b):
a.Deposit account of $100,000 or less:
(1) RCON
Amount of deposit accounts of $100,000 or less 2702 9,248,415
(2)Number of deposit accounts of $100,000 or less (to be completed for the June report RCON
only) 3779 Number
N/A
b.Deposit accounts of more than $100,000:
(1) RCON
Amount of deposit accounts of more than $100,000 2710 23,615,078

2710
(2)Number of deposit accounts of more than $100,000 RCON Number
2722 18,448

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 RCON
branches in Puerto Rico and U.S. territories and possessions (see instructions) 5597 21,770,278
3.Has the reporting institution been consolidated with a parent bank or
savings association in that parent bank's or parent saving 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: FDIC Cert No.
RCON
(TEXT A545) A545 0

- ----------
/1/For FDIC insurance and FICO assessment purposes, "time and savings deposits"
consists of nontransaction accounts and all transaction accounts other than
demand deposits
/2/Exclude core deposit intangibles.

Schedule RC-R--Regulatory Capital

Dollar Amounts in Thousands

Tier 1 capital
1. RCFD
Total equity capital (from Schedule RC, item 28) 3210 4,079,693
2.LESS: Net unrealized gains (losses) on available-for-sale securities/1/ (if a gain, report as RCFD
a positive value; if a loss, report as a negative value) 8434 53,795
3.LESS: Net unrealized loss on available-for-sale EQUITY securities/1/ (report loss as a RCFD
positive value) A221 0
4.LESS: Accumulated net gains (losses) on cash flow hedges/1/ (if a gain, report as a positive RCFD
value; if a loss, report as a negative value) 4336 0
5. RCFD
LESS: Nonqualifying perpetual preferred stock B588 0
6. RCFD
Qualifying minority interests in consolidated subsidiaries B589 0
7. RCFD
LESS: Disallowed goodwill and other disallowed intangible assets B590 346,866
8. RCFD
Subtotal (sum of items 1 and 6, less items 2, 3, 4, 5, and 7) C227 3,679,032
9. RCFD
a. LESS: Disallowed servicing assets and purchased credit card relationships B591 12
RCFD
b. LESS: Disallowed deferred tax assets 5610 0
10. RCFD
Other additions to (deductions from) Tier 1 capital B592 0
11. RCFD
Tier 1 capital (sum of items 8,and 10, less items 9.a and 9.b) 8274 3,679,020
Tier 2 Capital
12. RCFD
Qualifying subordinated debt and redeemable preferred stock 5306 0
13. RCFD
Cumulative perpetual preferred stock includible in Tier 2 capital B593 0
14. RCFD
Allowance for loan and lease losses includible in Tier 2 capital 5310 284,263

15. RCFD
Unrealized gains on available-for-sale equity securities includible in Tier 2 capital 2221 320
16. RCFD
Other Tier 2 capital components B594 0
17. RCFD
Tier 2 capital (sum of items 12 through 16) 5311 284,583
18. RCFD
Allowable Tier 2 capital (lesser of item 11 or 17) 8275 284,583
19. RCFD
Tier 3 capital allocated for market risk 1395 0
20. RCFD
LESS: Deductions for total risk-based capital B595 0
21. RCFD
Total risk-based capital (sum of items 11, 18, and 19, less item 20) 3792 3,963,603
TOTAL ASSETS FOR LEVERAGE RATIO
22. RCFD
Average total assets (from Schedule RC-K, item 9) 3368 55,610,248
23. RCFD
LESS: Disallowed goodwill and other disallowed intangible assets (from item 7 above) B590 346,866
24.LESS: Disallowed servicing assets and purchased credit card relationships (from item 9.a RCFD
above) B591 12
25. RCFD
LESS: Disallowed deferred tax assets (from item 9.b above) 5610 0
26. RCFD
LESS: Other deductions from assets for leverage capital purposes B596 0
27. RCFD
Average total assets for leverage capital purposes (item 22 less items 23 through 26) A224 55,263,370
ADJUSTMENTS FOR FINANCIAL SUBSIDIARIES
28. RCFD
a. Adjustment to Tier 1 capital reported in item 11 C228 0
RCFD
b. Adjustment to total risk-based capital reported in item 21 B503 0
29. RCFD
Adjustment to risk-weighted assets reported in item 62 B504 0
30. RCFD
Adjustment to average total assets reported in item 27 B505 0

CAPITAL RATIOS
(Column B is to be completed by all banks. Column A is to be completed by (COLUMN A) (COLUMN B)
banks with financial subsidiaries.) PERCENTAGE PERCENTAGE

31. RCFD RCFD
Tier 1 leverage ratio/2/ 7273 0 7204 6.66
32. RCFD RCFD
Tier 1 risk-based capital ratio/3/ 7274 0 7206 12.53
33. RCFD RCFD
Total risk-based capital ratio/4/ 7275 0 7205 13.5

Banks are not required to risk-weight each on-balance sheet asset and the credit
equivalent amount of each off-balance sheet item that qualifies for a risk
weight of less than 100 percent (50 percent for derivatives) at its lower risk
weight. When completing items 34 through 54 of Schedule RC-R, each bank should
decide for itself how detailed a risk-weight analysis it wishes to perform. In
other words, a bank can choose from among its assets and off-balance sheet items
that have a risk weight of less than 100 percent which ones to risk-weight at an
appropriate lower risk weight, or it can simply risk-weight some or all of these
items at a 100 percent risk weight (50 percent for derivatives).

(COLUMN A) (COLUMN B) (COLUMN C) (COLUMN D) (COLUMN E) (COLUMN F)
TOTALS ITEMS NOT
(FROM SUBJECT TO ALLOCATION BY RISK WEIGHT CATEGORY
Dollar Amounts in Thousands SCHEDULE RISK- 0% 20% 50% 100%
RC) WEIGHTING

BALANCE SHEET ASSET CATEGORIES
34.Cash and balances due from
depository institutions (Column A
equals the sum of Schedule RC,
items 1.a and 1.b) RCFD 0010 RCFD B600 RCFD B601 RCFD B602
1,884,467 253,483 1,630,984 0
35.Held-to-maturity securities RCFD 1754 RCFD B603 RCFD B604 RCFD B605 RCFD B606 RCFD B607
0 0 0 0 0 0
36.Available-for-sale securities RCFD 1773 RCFD B608 RCFD B609 RCFD B610 RCFD B611 RCFD B612
1,613,776 86,370 415,356 709,232 104,557 298,261
37.Federal funds sold and securities
purchased under agreements to
resell RCFD C225 RCFD C063 RCFD C064 RCFD B520
8,278,225 0 8,278,225 0
38.Loans and leases held for sale RCFD 5369 RCFD B617 RCFD B618 RCFD B619 RCFD B620 RCFD B621
21,079,237 0 0 2,560,827 18,516,845 1,565
39.Loans and leases, net of unearned
income/5/ RCFD B528 RCFD B622 RCFD B623 RCFD B624 RCFD B625 RCFD B626
18,011,762 0 0 3,274,248 2,459,113 12,278,401
40.LESS: Allowance for loan and lease
losses RCFD 3123 RCFD 3123
284,263 284,263
41.Trading assets RCFD 3545 RCFD B627 RCFD B628 RCFD B629 RCFD B630 RCFD B631
367,486 48,914 0 318,572 0 0
42.All other assets/6/ RCFD B639 RCFD B640 RCFD B641 RCFD B642 RCFD B643 RCFD 5339
1,892,510 346,878 87,679 422,612 74,869 960,472
43.Total assets (sum of items 34
through 42) RCFD 2170 RCFD B644 RCFD 5320 RCFD 5327 RCFD 5334 RCFD 5340
52,843,200 197,899 756,518 17,194,700 21,155,384 13,538,699

(COLUMN A) CREDIT (COLUMN B) (COLUMN C) (COLUMN D) (COLUMN E) (COLUMN F)
FACE VALUE CONVERSION CREDIT ALLOCATION BY RISK WEIGHT CATEGORY
OR FACTOR EQUIVALENT 0% 20% 50% 100%
NOTIONAL AMOUNT/7/
Dollar Amounts in Thousands AMOUNT

DERIVATIVES AND OFF-BALANCE SHEET
ITEMS
44.Financial standby letters of
credit RCFD B546 RCFD B547 RCFD B548 RCFD B581 RCFD B582 RCFD B583
50,523 1.00 50,523 0 0 0 50,523
45.Performance standby letters of
credit RCFD 3821 RCFD B650 RCFD B651 RCFD B652 RCFD B653 RCFD B654
205,649 0.50 102,825 0 0 0 102,825
46.Commercial and similar letters
of credit RCFD 3411 RCFD B655 RCFD B656 RCFD B657 RCFD B658 RCFD B659
22,007 0.20 4,401 0 0 0 4,401
47.Risk participations in bankers
acceptances acquired by the
reporting institution RCFD 3429 RCFD B660 RCFD B661 RCFD B662 RCFD B663
0 1.00 0 0 0 0
48.Securities lent RCFD 3433 RCFD B664 RCFD B665 RCFD B666 RCFD B667 RCFD B668
425,872 1.00 425,872 0 425,872 0 0

49.Retained recourse on small RCFD A250 RCFD B669 RCFD B670 RCFD B671 RCFD B672 RCFD B673
business obligations sold with
recourse 0 1.00 0 0 0 0 0

50.Recourse and direct credit RCFD B541 RCFD B542 RCFD B543
substitutes (other than financial
standby letters of credit) subject
to the lowlevel exposure rule and
residual interests subject to a
dollar-for-dollar capital
requirement 0 12.5* 0 0

51.All other financial assets
sold with recourse RCFD B675 RCFD B676 RCFD B677 RCFD B678 RCFD B679 RCFD B680
0 1.00 0 0 0 0 0
52.All other off-balance sheet
liabilities RCFD B681 RCFD B682 RCFD B683 RCFD B684 RCFD B685 RCFD B686
0 1.00 0 0 0 0 0
53.Unused commitments with an
original maturity exceeding
one year RCFD 3833 RCFD B687 RCFD B688 RCFD B689 RCFD B690 RCFD B691
3,074,296 0.50 1,537,148 0 1,604 11,925 1,523,619
54.Derivative contracts RCFD A167 RCFD B693 RCFD B694 RCFD B695
77,408 0 34,743 42,665

(Column C) (Column D) (Column E) (Column F)
Allocation by Risk Weight Category
Dollar Amounts in Thousands 0% 20% 50% 100%

TOTALS
55.Total assets, derivatives, and off-balance sheet items by risk
weight category (for each column, sum of items 43 through 54) RCFD B696 RCFD B697 RCFD B698 RCFD B699
756,518 17,656,919 21,209,974 15,220,067
56.Risk weight factor x 0% x 20% x 50% x 100%
57.Risk-weighted assets by risk weight category (for each column,
item 55 multiplied by item 56) RCFD B700 RCFD B701 RCFD B702 RCFD B703
0 3,531,384 10,604,987 15,220,067
58.Market risk equivalent assets RCFD 1651
0
59.Risk-weighted assets before deductions for excess allowance for loan and
lease losses and allocated transfer risk reserve (sum of item 57,
columns C through F, and item 58) RCFD B704
29,356,438
60.LESS: Excess allowance for loan and lease losses RCFD A222
0
61.LESS: Allocated transfer risk reserve RCFD 3128
0
62.Total risk-weighted assets (item 59 minus items 60 and 61) RCFD A223
29,356,438

Memoranda

Dollar Amounts in Thousands

1.Current credit exposure across all derivative contracts covered by the risk-based capital RCFD
standards. 8764 65,350

(Column B) Over
(Column A) One one year through (Column C) Over
year or less five years five years

2.Notional principal amounts of derivative
contracts:/8/
a. RCFD RCFD RCFD
Interest rate contracts 3809 470,629 8766 817,678 8767 423,423
b. RCFD RCFD RCFD
Foreign exchange contracts 3812 0 8769 0 8770 0
c. RCFD RCFD RCFD
Gold contracts 8771 0 8772 0 8773 0
d. RCFD RCFD RCFD
Other precious metals contracts 8774 0 8775 0 8776 0
e. RCFD RCFD RCFD
Other commodity contracts 8777 3,404 8778 10,652 8779 0
f. RCFD RCFD RCFD
Equity derivative contracts A000 0 A001 0 A002 0

- ----------
*Or institution-specific factor.
/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 one half of item 28 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 one half of item 28 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 divided by (item 62 minus item 29).
/5/Include any allocated transfer risk reserve in column B
/6/Includes premises and fixed assets, other real estate owned, investments in
unconsolidated subsidiaries and associated companies, customers' liability on
acceptances outstanding, intangible assets, and other assets.
/7/Column A multiplied by credit conversion factor.
/8/Exclude foreign exchange contracts with an original maturity of 14 days or
less and all futures contracts.

Schedule RC-S--Servicing, Securitization and Asset Sale Activities

(Column A) (Column B) (Column C) (Column D) (Column E) (Column F) (Column G)
1-4 Family Home Credit Auto Loans Other Commercial All Other
Equity Lines Card Consumer and Loans and
Residentia Receivables Loans Industrial All Leases
Dollar Amounts in Thousands l Loans Loans

Bank Securitization Activities
1.Outstanding principal balance
of assets sold and securitized
by the reporting bank with
servicing retained or with
recourse or other
seller-provided credit
enhancements RCFD B705 RCFD B706 RCFD B707 RCFD B708 RCFD B709 RCFD B710 RCFD B711
0 0 0 2 0 0 0
2.Maximum amount of credit exposure
arising from recourse or other
seller-provided credit enhancements
provided to structures reported in
item 1 in the form of:

a.Retained interest-only
strips (included in
Schedules RC-B or RC-F or
in Schedule RC, item 5) RCFD B712 RCFD B713 RCFD B714 RCFD B715 RCFD B716 RCFD B717 RCFD B718
0 0 0 0 0 0 0
b.Standby letters of credit,
subordinated securities,
and other enhancements RCFD B719 RCFD B720 RCFD B721 RCFD B722 RCFD B723 RCFD B724 RCFD B725
0 0 0 0 0 0 0
3.Reporting bank's unused
commitments to provide
liquidity to structures
reported in item 1 RCFD B726 RCFD B727 RCFD B728 RCFD B729 RCFD B730 RCFD B731 RCFD B732
0 0 0 0 0 0 0
4.Past due loan amounts included
in item 1:
a.30-89 days past due RCFD B733 RCFD B734 RCFD B735 RCFD B736 RCFD B737 RCFD B738 RCFD B739
0 0 0 0 0 0 0
b.90 days or more past due RCFD B740 RCFD B741 RCFD B742 RCFD B743 RCFD B744 RCFD B745 RCFD B746
0 0 0 0 0 0 0
5.Charge-offs and recoveries on
assets sold and securitized with
servicing retained or with recourse
or other seller-provided credit
enhancements (calendar
year-to-date):
a.Charge-offs RIAD B747 RIAD B748 RIAD B749 RIAD B750 RIAD B751 RIAD B752 RIAD B753
0 0 0 0 0 0 0
b.Recoveries RIAD B754 RIAD B755 RIAD B756 RIAD B757 RIAD B758 RIAD B759 RIAD B760
0 0 0 0 0 0 0
6.Amount of ownership (or
seller's) interests carried as:
a.Securities (included in
Schedule RC-B or in
Schedule RC, item 5) RCFD B761 RCFD B762 RCFD B763
0 0 0
b.Loans (included in Schedule
RC-C) RCFD B500 RCFD B501 RCFD B502
0 0 0
7.Past due loan amounts included
in interests reported in item
6. a:
a.30-89 days past due RCFD B764 RCFD B765 RCFD B766
0 0 0
b.90 days or more past due RCFD B767 RCFD B768 RCFD B769
0 0 0
8.Charge-offs and recoveries on
loan amounts included in
interests reported in item 6.a
(calendar year-to-date):
a.Charge-offs RIAD B770 RIAD B771 RIAD B772
0 0 0
b.Recoveries RIAD B773 RIAD B774 RIAD B775
0 0 0
FOR SECURITIZATION FACILITIES

SPONSORED BY OR OTHERWISE
ESTABLISHED BY OTHER INSTITUTIONS

9.Maximum amount of credit exposure
arising from credit enhancements
provided by the reporting bank to
other institutions' securitization
structures in the form of standby
letters of credit, purchased
subordinated securities, and
other enhancements RCFD B776 RCFD B777 RCFD B778 RCFD B779 RCFD B780 RCFD B781 RCFD B782
0 0 0 0 0 0 0
10.Reporting bank's unused
commitments to provide
liquidity to other
institutions' securitization
structures RCFD B783 RCFD B784 RCFD B785 RCFD B786 RCFD B787 RCFD B788 RCFD B789
0 0 0 0 0 0 0
BANK ASSET SALES
11.Assets sold with recourse or
other seller-provided credit
enhancements and not
securitized RCFD B790 RCFD B791 RCFD B792 RCFD B793 RCFD B794 RCFD B795 RCFD B796
0 0 0 0 0 0 0
12.Maximum amount of credit
exposure arising from recourse
or other seller-provided
credit enhancements provided
to assets reported in item 11 RCFD B797 RCFD B798 RCFD B799 RCFD B800 RCFD B801 RCFD B802 RCFD B803
0 0 0 0 0 0 0

Memoranda

Dollar Amounts in Thousands

1.Small business obligations transferred with recourse under Section 208 of
the Riegle Community Development and Regulatory Improvement Act of 1994:
a. RCFD
Outstanding principal balance A249 0
b. RCFD
Amount of retained recourse on these obligations as of the report date A250 0
2.Outstanding principal balance of assets serviced for others:
a.1-4 family residential mortgages serviced with recourse or other servicer-provided RCFD
credit enhancements B804 0
b.1-4 family residential mortgages serviced with no recourse or other servicer- provided RCFD
credit enhancements B805 184
c. RCFD
Other financial assets/1/ A591 53,451
3.Asset-backed commercial paper conduits:
a.Maximum amount of credit exposure arising from credit enhancements
provided to conduit structures in the form of standby letters of credit,
subordinated securities, and other enhancements:
(1) RCFD
Conduits sponsored by the bank, a bank affiliate, or the bank's holding company B806 0

(2) RCFD
Conduits sponsored by other unrelated institutions B807 0
b.Unused commitments to provide liquidity to conduit structures:

(1) RCFD
Conduits sponsored by the bank, a bank affiliate, or the bank's holding company B808 0
(2) RCFD
Conduits sponsored by other unrelated institutions B809 0

- ----------
/1/ Memorandum item 2.c is to be completed , if the principal balance of other
financial assets serviced for others is more than $10 million.

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.

YES/NO

1.Does the institution have fiduciary powers? (If "NO," do not complete RCFD Yes
Schedule RC-T) A345
2. RCFD Yes
Does the institution exercise the fiduciary powers it has been granted? A346
3.Does the institution have any fiduciary or related activity (in the form of RCFD Yes
assets or accounts) to report in this schedule? (If "NO," do not complete B867
the rest of Schedule RC-T.)
If the answer to item 3 is "YES," complete the applicable items of Schedule
RC-T, as follows:
Institutions with total fiduciary assets (item 9, sum of columns A and B)
greater than $250 million (as of the preceding December 31) or with gross
fiduciary and related services income greater than 10% of revenue (net interest
income plus noninterest income) for the preceding calendar year must complete:
- - Items 4 through 19.a quarterly,
- - Items 20 through 23 annually with the December report, and
- - Memorandum items 1 through 4 annually with the December report.
Institutions with total fiduciary assets (item 9, sum of columns A and B)
greater than $100 million but less than or equal to $250 million (as of the
preceding December 31) that do not meet the fiduciary income test for quarterly
reporting must complete:
- - Items 4 through 23 annually with the December report, and
- - Memorandum items 1 through 4 annually with the December report.
Institutions with total fiduciary assets (item 9, sum of columns A and B) of
$100 million or less (as of the preceding December 31) that do not meet the
fiduciary income test for quarterly reporting must complete:
- - Items 4 through 11 annually with the December report, and
- - Memorandum items 1 through 3 annually with the December report.

(COLUMN C) (COLUMN D)
(COLUMN A) (COLUMN B) NUMBER NUMBER
MANAGED NON-MANAGED 0F OF
ASSETS ASSETS MANAGED NON-MANAGED
Dollar Amounts in Thousands ACCOUNTS ACCOUNTS

FIDUCIARY AND RELATED ASSETS
4.Personal trust and agency accounts RCFD B868 RCFD B869 RCFD B870 RCFD B871
6,034,866 632,889 7,519 172

5.Retirement related trust and agency accounts:
a.Employee benefit-defined contribution RCFD B872 RCFD B873 RCFD B874 RCFD B875
2,139,708 22,376,928 94 2,607
b.Employee benefit-defined benefit RCFD B876 RCFD B877 RCFD B878 RCFD B879
2,949,061 14,409,559 83 457
c.Other retirement accounts RCFD B880 RCFD B881 RCFD B882 RCFD B883
2,213,818 4,287,449 1,350 574
6.Corporate trust and agency accounts RCFD B884 RCFD B885 RCFD C001 RCFD C002
1,069,877 49,101,956 61 12,766
7.Investment management agency accounts RCFD B886 RCFD B888
264,214 281
8.Other fiduciary accounts RCFD B890 RCFD B891 RCFD B892 RCFD B893
358,950 2,632,971 105 392
9.Total fiduciary accounts (sum of items 4 through 8) RCFD B894 RCFD B895 RCFD B896 RCFD B897
15,030,494 93,441,752 9,493 16,968
10.Custody and safekeeping accounts RCFD B898 RCFD B899
168,972,172 3,540
11.Fiduciary accounts held in foreign offices (included in items 9 RCFN B900 RCFN B901 RCFN B902 RCFN B903
and 10) 0 0 0 0

Memoranda
1.Managed assets held in personal trust and agency accounts: Managed Assets
a. RCFD
Non-interest bearing deposits B913 454
b. RCFD
Interest-bearing deposits B914 5,333
c. RCFD
U.S. Treasury and U.S. Government agency obligations B915 485,909
d. RCFD
State, county and municipal obligations B916 760,766
e. RCFD
Money market mutual funds B917 84
f. CFD
Other short-term obligations B918 499
g. RCFD
Other notes and bonds B919 117,369
h. RCFD
Common and preferred stocks B920 4,472,264
i. RCFD
Real estate mortgages B921 4,279
j. RCFD
Real estate B922 100,419
k. RCFD
Miscellaneous assets B923 87,490
l.Total managed assets held in personal trust and agency accounts (sum of Memorandum RCFD
items 1.a through 1.k) (must equal Schedule RC-T, item 4, column A) B868 6,034,866

(COLUMN B)
(COLUMN A) PRINCIPAL
NUMBER AMOUNT
Dollar Amounts in Thousands OF ISSUES OUTSTANDING

2.Corporate trust and agency accounts:
a. RCFD RCFD 541,999,161
Corporate and municipal trusteeships B927 51,806 B928
b. RCFD
Transfer agent, registrar, paying agent, and other corporate agency B929 3,598

(COLUMN A) (COLUMN B)
NUMBER OF MARKET VALUE OF
Dollar Amounts in Thousands FUNDS FUND ASSET

3.Collective investment funds and common trust funds:
a. RCFD RCFD
Domestic equity B931 1 B932 342
b. RCFD RCFD
International/Global equity B933 0 B934 0
c. RCFD RCFD
Stock/Bond blend B935 2 B936 14,433
d. RCFD RCFD
Taxable bond B937 2 B938 858,415
e. RCFD RCFD
Municipal bond B939 0 B940 0
f. RCFD RCFD
Short term investments/Money market B941 0 B942 0
g. RCFD RCFD
Specialty/Other B943 0 B944 0
h.Total collective investment funds (sum of Memorandum items 3.a through RCFD RCFD
3.g) B945 5 B946 873,190

LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date)
The following information is required by Public Laws 90-44 and 102-242, but does
not constitute a part of the Report of Condition. With each Report of Condition,
these Laws require all banks to furnish a report of all loans or other
extensions of credit to their executive officers made since the date of the
previous Report of Condition. Data regarding individual loans or other
extensions of credit are not required. If no such loans or other extensions of
credit were made during the period, insert "none" against subitem (a). (Exclude
the first $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 RCFD 3561 0
b. Total dollar amount of above loans (in thousands of dollars) RCFD 3562 0

c. Range of interest charged on above loans (example: 9 3/4%
= 9.75) RCFD 7701 RCFD 7702

0.00 % 0.00 %

Optional Narrative Statement Concerning the Amounts

Reported in the Reports of Condition and Income

The management of the reporting bank may, if it wishes, submit a brief narrative
statement on the amounts reported in the Reports of Condition and Income. This
optional statement will be made available to the public, along with the publicly
available data in the Reports of Condition and Income, in response to any
request for individual bank report data. However, the information reported in
Schedule RC-T, items 12 through 23 and Memorandum item 4, is regarded as
confidential and will not be released to the public. BANKS CHOOSING TO SUBMIT
THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE
NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE
AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC-T, OR ANY OTHER
INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD
COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a
statement may check the "No comment" box below and should make no entries of any
kind in the space provided for the narrative statement; i.e., DO NOT enter in
this space such phrases as "No statement," "Not applicable," "N/A," "No
comment," and "None." The optional statement must be entered on this sheet. The
statement should not exceed 100 words. Further, regardless of the number of
words, the statement must not exceed 750 characters, including punctuation,
indentation, and standard spacing between words and sentences. If any submission
should exceed 750 characters, as defined, it will be truncated at 750 characters
with no notice to the submitting bank and the truncated statement will appear as
the bank's statement both on agency computerized records and in computer-file
releases to the public.

All information furnished by the bank in the narrative statement must be
accurate and not misleading. Appropriate efforts shall be taken by the
submitting bank to ensure the statement's accuracy. The statement must be
signed, in the space provided below, by a senior officer of the bank who thereby
attests to its accuracy.

If, subsequent to the original submission, material changes are submitted for
the data reported in the Reports of Condition and Income, the existing narrative
statement will be deleted from the files, and from disclosure; the bank, at its
option, may replace it with a statement, under signature, appropriate to the
amended data.

The optional narrative statement will appear in agency records and in release to
the public exactly as submitted (or amended as described in the preceding
paragraph) by the management of the bank (except for the truncation of
statements exceeding the 750-character limit described above). THE STATEMENT
WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR
ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY
FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE
INFORMATION CONTAINED THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY
PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE
REPORTING BANK.

BANK MANAGEMENT STATEMENT (please print or type clearly):

Form: S-3

Documents

FORM T-1