UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

Statement of Eligibility and Qualification Under the

Trust Indenture Act of 1939 of a Corporation

Designated to Act as Trustee

___ Check if an application to determine eligibility

of a trustee pursuant to section 305(b)(2)

DEUTSCHE BANK NATIONAL TRUST COMPANY

(Exact name of trustee as specified in its charter)

300 SOUTH GRAND AVENUE

LOS ANGELES, CALIFORNIA 90071			13-3347003
(Address of principal		(I.R.S. Employer
executive offices)	Identification No.)

IMH Assets Corp.

(Exact name of obligor as specified in its charter)

CALIFORNIA			33-0705391
(State or other jurisdiction of		(I.R.S. Employer
Incorporation or organization)	Identification No.)

1401 Dove Street

Newport Beach, California		92660
(Address of principal executive offices)	(Zip Code)

Collateralized Asset-Backed Bonds Series 2005-8

(Title of the Indenture Securities)

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.

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

Yes.

Item 2. Affiliations with Obligor

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Item 16. List of Exhibits

Exhibit 1 -

Articles of Association as amended on April 15, 2002.

Exhibit 2 -

Certificate of the Comptroller of the Currency dated October 19, 2005.

Exhibit 3 -

Certification of Fiduciary Powers dated October 19, 2005.

Exhibit 4 -

Existing By-Laws of Deutsche Bank National Trust Company as amended

dated May 21, 2003.

Exhibit 5 -

Not Applicable.

Exhibit 6 -

Consent of Deutsche Bank National Trust Company required by Section

321(b) of the Act.

Exhibit 7 -

Reports of Condition of Deutsche Bank National Trust Company, dated as of June 30, 2005.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the

trustee, Deutsche Bank National Trust Company, a national banking

association, organized and existing under the laws of the United States, has

duly caused this statement of eligibility to be signed on its behalf by the

undersigned, thereunto duly authorized, all in the city of Santa Ana, and State

of California, on the 29th day of November, 2005.

	Deutsche Bank National Trust Company
	By: /s/ Ronaldo Reyes
	Ronaldo Reyes
	Vice President

BANKERS TRUST COMPANY OF CALIFORNIA, N.A.

CERTIFICATE

I, Ronaldo Reyes, do hereby certify that:

1. I am the duly elected Asst. V.P. of Deutsche Bank National Trust Company, a national bank organized and existing under the laws of the United States of America (the “Association”).

2. The Articles of Association of the Association, under the name of BT Trust Company of California, National Association, were filed with the Comptroller of the Currency, Northeastern District office on February 13, 1986 (the “Original Articles”). A copy of said Original Articles, as amended from time to time and as certified by the Comptroller of the Currency on February 4, 2002, is attached hereto as Exhibit A.

3. A further amendment to the Articles of Association of the Association changing the title of the Association to “Deutsche Bank National Trust Company” effective April 15, 2002, was filed with the Comptroller of the Currency, Western District Office Licensing Unit on March 28, 2003 (the “Amended Articles”). A copy of that amendment is attached hereto as Exhibit B.

4. The Original Articles and the Amended Articles, taken together, constitute the entire Articles of Association of the Association, as in effect on the date hereof; such Articles of Association of the Association have not been further modified or rescinded.

IN WITNESS WHEREOF, I have set my hand and seal of Deutsche Bank National Trust Company this 24th day of November, 2004.

/s/ Ronaldo Reyes

Ronaldo Reyes

Assistant Vice President

Comptroller of the Currency

Administrator of National Banks

Washington, D.C. 20219

CERTIFICATE

I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that the document hereto attached is a true copy, as recorded in this Office, of the currently effective Articles of Association for “Bankers Trust Company of California, National Association,” Los Angeles, California, (Charter No. 18608)

IN TESTIMONY WHEREOF, I have hereunto

subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, the Monday, February 04, 2002

/s/ John D. Hawke, Jr.

Comptroller of the Currency

CERTIFICATE OF AMENDMENT

ARTICLES OF ASSOCIATION

BANKERS TRUST COMPANY OF CALIFORNIA, N.A.

I, David Abramson, certify that:

I am the duly elected Secretary of Bankers Trust Company of California, N.A.

2. On January 17, 1992, at a special meeting of the Shareholders of Bankers Trust Company of California, N.A., the following resolution and amendment to Article FIFTH of the Articles of Association of Bankers Trust Company of California, N.A. was adopted:

RESOLVED, that Bankers Trust Holdings, Inc. the sole shareholder of Bankers Trust Company of California, N.A. (“BTCal”), hereby approves of the amendment to the first paragraph of Articles FIFTH of the Articles of Association of BTCal, to read as follows:

The authorized amount of capital stock of this Association shall be 500,00 shares of common stock of the par value of One Hundred Dollars and no cents ($100.00) each; but said capital stock may be increased or decreased from time to time, in accordance with the provisions of the laws of the United states.

Article FIFTH of the Articles of Association of Bankers Trust Company of California, N.A. is restated in entirety, as follows:

The authorized amount of capital stock of this Association shall be 500,000 shares of common stock of the par value of One Hundred Dollars and no cents ($100.00) each; but said capital stock may be increased or decreased from time to time, in accordance with the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the Association shall have any pre-emptive or preferential right of subscription to any shares of any class of stock of the Association, whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued, or sold, nor any right of subscription thereto other than such, if any, as the Board of Directors, in its discretion may from time to time determine and at such price as the Board of Directors may from time to time fix.

If the capital stock is increased by a stock dividend, each shareholder shall be entitled to his/her proportionate amount of such increase in accordance with the number of shares of capital stock owned by him/her at the time the increase is authorized by the shareholders, unless another time subsequent to the date of the shareholders' meeting is specified in a resolution adopted by the shareholders at the time the increase is authorized.

The Association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders.

3. The foregoing amendment of the Articles of Association has been duly approved by the Board of Directors of Bankers Trust Company of California, N.A. on January 7, 1992.

4. The Resolution and Amendment set forth above has not been modified or rescinded and is in full force and effect.

IN WITNESS WHEREOF, I have set my hand and the seal of this Association this 22nd day of January, 1992.

/s/ David Abramson

David Abramson

Secretary

DATE ACCEPTED: February 10, 1992

BY:

/s/ John C. Beers

John C. Beers

Acting Director for Analysis

Western District

BT TRUST COMPANY OF CALIFORNIA,

NATIONAL ASSOCIATION

I, DAVID ABRAMSON, certify that: I am the duly constituted Secretary of BT Trust Company of California, National Association, and as such officer I am the official custodian of its records; and that the following is a true and correct copy of a resolution of the Association's Shareholders, and such resolution is now lawfully in force and effect:

RESOLVED, that the amendment of the First Article of Association is hereby approved, shall be effective immediately, and shall read as follows:

FIRST: The title of this Association shall be “Bankers Trust Company of California, National Association.

And that the following is a true and correct copy of a resolution of the Association's Board of Director's, and such resolution is now lawfully in force and effect:

RESOLVED, that the amendment of the title of the Association's By-Laws to read “Bankers Trust Company of California, National Association”, is hereby approved.

Dated: March 20, 1987

/s/David Abramson

Secretary

EXHIBIT A

Filed

Comptroller of The Currency

Northeastern District

Date FEB 13 1986

BT TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION

ARTICLES OF ASSOCIATION

For the purpose of organizing an association to carry on the business of a limited purpose trust company under the laws of the United States, the undersigned do enter into the following articles of association:

FIRST: The title of this Association shall be “BT Trust Company of California, National Association”.

SECOND: The main office of the Association shall be in the City of Los Angeles, County of Los Angeles, State of California. The general business of the Association shall be conducted at its main office and its branches.

THIRD: The Board of Directors of this Association shall consist of not less than five nor more than twenty- five shareholders, the exact number of Directors within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board of Directors or by resolution of the shareholders at any annual or special meeting thereof. Each director, during the full term of his or her directorship, shall own a minimum of $1,000 aggregate par value of stock of this association or a minimum par market value or equity interest of $1,000 of stock in the bank holding company controlling this association. Unless otherwise provided by the laws of the United States, any vacancy in the Board of Directors for may reason, including an increase in the number thereof, may be filled by action of the Board of Directors.

FOURTH: The annual meeting of the shareholders for the election of Directors and the transaction of whatever other business may be brought before said meeting shall be held at the main office or such other place as the Board of Directors may designate, on the day of each year specified therefor in the By-Laws, but if no election is held on that day, it may be held on any subsequent day according to the provisions of law; and all elections shall be held according to such lawful regulations as may be prescribed by the Board of Directors.

Nominations for election to the Board of Directors may be made by the Board of Directors or by any shareholder of any outstanding class of capital stock of the Association entitled to vote for election of directors. Nominations other than those made by or on behalf of the existing management of the Association, shall be made in writing and shall be delivered or mailed to the President of the Association and to the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days' notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the President of the Association and to the Comptroller of the Currency not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total number of shares of capital stock of the Association that will be voted for each proposed nominee; (d) the name and Residence address of the notifying shareholder; and (e) the number of shares of capital stock of the Association owned by the notifying shareholder. Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee.

FIFTH: The authorized amount of capital stock of this Association shall be 5,000 shares of common stock of the par value of One Hundred Dollars and no cents ($100.00) each; but said capital stock may be increased or decreased from time to time, in accordance with the provisions of the laws of the United States.

If the capital stock is increased by a stock dividend, each share holder shall be entitled to his/her proportionate amount of such increase in accordance with the number of shares of capital sock owned by him/her at the time the increase is authorized by the shareholders, unless another time subsequent to the date of the shareholders' meeting is specified in a resolution adopted by the shareholders at the time the increase is authorized.

The Association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders.

SIXTH: The Board of Directors (a majority of whom shall be a quorum to do business) shall appoint one of its members to be President of the Association who shall hold office (unless he shall become disqualified or be sooner removed by a two-thirds vote of the members of the Board) for the term for which he was elected a Director. The Board of Directors may appoint one of its members to be Chairperson of the Board, who shall perform such duties as may be designated by it. The Board of Directors shall have power to appoint one or more Vice-Presidents; and to appoint a Cashier and such other officers and employees as may be required to transact the business of the Association.

The Board of Directors shall have the power to define the duties of the officers and employees of the Association; to fix the salaries to be paid to them; to dismiss them; to require bonds from them and to fix the penalty thereof; to regulate the manner in which any increase of the capital of the Association shall be made; to manage and administer the business and affairs of the Association; to make all by-laws that it may be lawful for them to make and generally do and perform all acts that it may be legal for a board of directors to do and perform.

SEVENTH: The Board of Directors shall have the power to change the location of the main office of the Association to any other place within the limit of the City of Los Angeles, without the approval of the shareholders but subject to the approval of the Comptroller of the Currency; and shall have the power to establish or change the location of any branch or branches of the Association to any other location, without the approval of the shareholders but subject to the approval of the Comptroller of the Currency.

EIGHTH: The corporate existence of this Association shall continue until terminated in accordance with the laws of the United States.

NINTH: The Board of Directors of this Association, or any three or more shareholders owning, in the aggregate, not less than 25 percent of the stock of this Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the laws of the United States, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least ten days prior to the date of such meeting to each shareholder of record at her/her address as shown upon the books of the Association.

TENTH: Any person, his/her heirs, executors or administrators, may be indemnified or reimbursed by the Association for liability and reasonable expenses (including amounts paid in settlement or in satisfaction of judgments or as fines or penalties) actually incurred in connection with any claim, action, suit, or proceeding, civil or criminal, whether or not by or in the right of the Association, in which he/she or they shall be involved or threatened to be involved by reason of he/her being or having been a director, officer, or employee of the Association or of any firm, corporation, or organization which he/she serves or has served in any such capacity at the specific request of the Association (provided he/she so served at the specific request of the Association in writing signed by the Chairperson of the Board or the President and specifically referring to this Article Tenth); provided, however, that no person shall be so indemnified or reimbursed (1) in relation to any matter in an action, suit or proceeding as to which he/she shall finally be adjudged to have been guilty of, or liable for, willful misconduct, gross neglect of duty or criminal acts in the performance of his/her duties to the Association or such firm, corporation or organization; or (2) in relation to any matter in a claim, action, suit or proceeding which has been made the subject of a settlement except with the approval of (a) a court of competent jurisdiction, (b) the Board of Directors, acting by vote of Directors not parties to the same or

substantially the same action, suit or proceeding, constituting a majority of the whole number of the Directors, or (c) the shareholders, acting by vote of a majority of the outstanding shares of capital stock; and provided further that, in the case of persons serving another firm, corporation or organization at the request of the Association, the indemnity provided in this Article Tenth shall apply only if and to the extent that, after making such efforts as the Board of Directors or shareholders shall deem adequate under the circumstances, such person shall be unable to obtain indemnification from such firm, corporation or organization. The foregoing provisions for indemnification or reimbursement shall not be exclusive of other rights to which such person, his/her heirs, executors or administrators, may be entitled by contract or otherwise. Unless the context clearly requires otherwise, the term “the Association” as used in this Article shall include any predecessor corporation.

The Association may, upon the affirmative vote of a majority of its Board of Directors, purchase insurance for the purpose of indemnifying its directors, officers and other employees to the extent that such indemnification is allowed in the preceding paragraph. Such insurance may, but need not, be for the benefit of all directors, officers, or employees.

ELEVENTH: The powers of the Association shall be limited to conducting the business of a trust company under a national bank charter, and no amendment to such powers may be made without the prior approval of the Comptroller of the Currency.

TWELFTH: These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of the Association, voting in person or by proxy, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount.

IN WITNESS WHEREOF, we have hereunto set our hands on this the date appearing opposite our names.

	/s/ Peter E. Lengyel	10/7/85
	Peter E. Lengyel	date
	/s/ Harold K. Atkins	10/7/85
	Harold K. Atkins	date
	/s/ John L. Murphy	10/7/85
	John L. Murphy	date
	/s/ Allan C. Martin	10/7/85
	Allan C. Martin	date
	/s/ Rein Lumi	10/7/85
	Rein Lumi	date
	/s/ Gerard P. Hourihan	10/7/85
	Gerard P. Hourihan	date

State of New York

County of New York

Before the undersigned, a Notary Public of the State of New York personally appeared Peter E. Lengyel, to me known, who acknowledged that he executed the foregoing certificate for the purposes therein mentioned.

Witness my hand and seal of office this 7 day of October, 1985.

/s/ David Abramson

Notary Public

DAVID ABRAMSON

Notary Public, State of New York

No. 60-0007785

Commission Expires March 30, 1987

State of New York

County of New York

Before the undersigned, a Notary Public of the State of New York personally appeared John L. Murphy, to me known, who acknowledged that he executed the foregoing certificate for the purposes therein mentioned.

Witness my hand and seal of office this 7 day of October, 1985.

/s/ David Abramson

Notary Public

DAVID ABRAMSON

Notary Public, State of New York

No. 60-0007785

Commission Expires March 30, 1987

State of New York

County of New York

Before the undersigned, a Notary Public of the State of New York personally appeared Harold K. Atkins, to me known, who acknowledged that he executed the foregoing certificate for the purposes therein mentioned.

Witness my hand and seal of office this 7 day of October, 1985.

/s/ David Abramson

Notary Public

DAVID ABRAMSON

Notary Public, State of New York

No. 60-0007785

Commission Expires March 30, 1987

State of New York

County of New York

Before the undersigned, a Notary Public of the State of New York personally appeared Allan C. Martin, to me known, who acknowledged that he executed the foregoing certificate for the purposes therein mentioned.

Witness my hand and seal of office this 7 day of October, 1985.

/s/ David Abramson

Notary Public

DAVID ABRAMSON

Notary Public, State of New York

No. 60-0007785

Commission Expires March 30, 1987

State of New York

County of New York

Before the undersigned, a Notary Public of the State of New York personally appeared Rein Lumi, to me known, who acknowledged that he executed the foregoing certificate for the purposes therein mentioned.

Witness my hand and seal of office this 7 day of October, 1985.

/s/ David Abramson

Notary Public

DAVID ABRAMSON

Notary Public, State of New York

No. 60-0007785

Commission Expires March 30, 1987

State of New York

County of New York

Before the undersigned, a Notary Public of the State of New York personally appeared Gerard P. Hourihan, to me known, who acknowledged that he executed the foregoing certificate for the purposes therein mentioned.

Witness my hand and seal of office this 7 day of October, 1985.

/s/ David Abramson

Notary Public

DAVID ABRAMSON

Notary Public, State of New York

No. 60-0007785

Commission Expires March 30, 1987

EXHIBIT B

Comptroller of the Currency

Administrator of National Banks

Attn: Licensing Unit

50 Fremont Street, Suite 3900

San Francisco, CA 94105

(415) 545-5930, FAX (415) 442-5315

April 4, 2002

Sandra L. West

Assistant Secretary

C/o Deutsche Bank

31 West 52nd Street-M/S NYC09-0810

New York, NY 10019

Re:

Title Change

Bankers Trust Company of California, N.A.

Los Angeles, California

Charter No. 18608

Dear Ms. West:

The Office of the Comptroller of the Currency (OCC) has received your letter concerning the title change, appropriate amendment to the First Article of Association of Bankers Trust Company of California, National Association. The OCC will update their records to reflect that as of April 15, 2002, the Title of Bankers Trust Company of California, National Association, Charter Number 18608 will change to Deutsche Bank National Trust Company.

The original of the bank's respective Article has been forwarded to the bank's official file with our Office and an original is hereby returned for your records.

As a result of the Garn-St Germain Depository Institutions Act of 1982, the OCC is no longer responsible for the approval of national bank name changes nor does it maintain official record on the use of alternate titles. The use of other titles or the retention of the rights to any previously used title is the responsibility of the bank's board of directors. Legal counsel should be consulted to determine whether or not the new title, or any previously used title, could be challenged by competing institutions under the provisions of federal or state law.

Very truly yours,

/s/ James A. Bundy

James A. Bundy

Licensing Manager

Enclosure

BANKERS TRUST COMPANY OF CALIFORNIA,

NATIONAL ASSOCIATION

I, DAVID ABRAMSON, certify that:

1. I am the duly elected and acting Secretary of Bankers Trust Company of California, National Association (formerly, BT Trust Company of California), and as such officer, I am the official custodian of its records; that the following is a true and correct copy of resolutions adopted by the Association's shareholders; and that such resolutions are now lawfully in force and effect:

RESOLVED, that the Association is hereby authorized to amend the First Article of Association read as follows:

FIRST: The title of this Association shall be

“Deutsche Bank National Trust Company.”

FURTHER RESOLVED, that the effective date of the amendment of the

First Article of Association shall be April 15, 2002.

2. The following is a true and correct copy of a resolution of the Association's Board of Directors, and such resolution is now lawfully in force and effect:

RESOLVED, that the amendment of the First Article of Association to change the title of the Association “Deutsche Bank National Trust Company” is hereby approved, effective April 15, 2002.

3. The foregoing amendment to the Articles of Association has been duly approved by the Board of Directors of Bankers Trust Company of California, National Association on March 21, 2002.

4. The Resolution and Amendment set forth above has not been modified or rescinded and is in full force and effect.

IN WITNESS HEREOF, I have set my hand and the seal of this Association this 27th day of March 2002.

/s/ David Abramson

Secretary

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On the 27th day of March in the year 2002 before me, the undersigned, a Notary Public in and for said state, personally appeared David Abramson, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument;

/s/ Sandra L. West

Notary Public

Sandra L. West

Notary Public, State of New York

No. 01WE4942401

Qualified in New York County

COMMISSION EXPIRES SEPTEMBER 19, 2002

Office of the Comptroller of the Currency

Accepted by: /s/ James A. Bundy

James A. Bundy, Licensing Manager

Date: 4/4/03

Comptroller of the Currency

Administrator of National Banks

Washington, D.C. 20219

CERTIFICATE

I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

1.	The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations.

2.	Effective April 15, 2002, the title of “Bankers Trust Company of California, National Association,” Los Angeles, California, (Charter No. 18608), was changed to “Deutsche Bank National Trust Company,” Los Angeles, California, (Charter No. 18608).

IN TESTIMONY WHEREOF, I have

hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department, in the City of Washington and District of Columbia, this 17th day of May, 2002.

/s/ John D. Hawke, Jr.

Comptroller of the Currency

Office of the Secretary

OCC

Deutsche Bank

Sandra L. West
Assistant Secretary

March 29 2002
Western District

Bankers Trust Corporation
31 West 52nd Street, NYC09-0810
New York, NY 10019
Tel 212 469-8174
Fax 646-324-9056

sandra.l.west@db.com

March 28, 2002

Mr. James A. Bundy, Licensing Manager

Office of the Comptroller of the Currency

Western District Office

50 Femont Street

Suite 3900

San Francisco, CA 94105-2292

Dear Mr. Bundy:

Re:	Bankers Trust Company of California, National Association (Charter No. 18608)

Please be advised that the Board of Directors and sole shareholder of Bankers Trust Company of California, National Association, have authorized a change of title for the Association, effective on April 15, 2002, as follows:

	From:	Bankers Trust Company of California, National Association
	To:	Deutsche Bank National Trust Company

Pursuant to 12 U.S.C. 21a, we are hereby requesting approval of the Office of the Comptroller of the Currency to amend the Articles of Association to reflect the name change and enclose two certified copies of the proposed amendment.

The Association, whose principal office is located at 300 South Grand Avenue, Los Angeles, CA 90071, was originally chartered in October 1985 under the name of BT Trust Company of California, National Association.

From its inception through June 4, 1999, the Association was an indirect wholly-owned subsidiary of Bankers Trust New York Corporation (now, Bankers Trust Corporation) (“Bankers Trust”). In June 1999, Bankers Trust, including its subsidiaries, was acquired by a subsidiary Deutsche Bank AG, a bank organized and existing under the laws of the Federal Republic of Germany. Deutsche Bank was recently listed on the New York Stock Exchange (“NYSE”) and its activities are reported daily in the U.S. media. Since its acquisition of Bankers Trust and subsequent listing on the New York Stock Exchange, awareness of the Deutsche Bank brand has increased significantly. Management now deems

Mr. James A. Bundy

March 28, 2002

Page 2

it in the best interests of the firm at this time to consolidate all of the U.S.-based businesses under the global Deutsche Bank brand.

Thank you for your consideration in this matter.

Please direct any questions or problems regarding this application to the undersigned, as follows:

c/o Deutsche Bank

31 West 52nd Street - M/S NYC09-0810

New York, NY 10019

Phone: (212) 469-8174

Fax: (646) 324-9056

Sincerely yours,

BANKERS TRUST CORPORATION

By: /s/ Sandra L. West

Sandra L. West

Assistant Secretary

enclosures

cc:

Joseph Marcy, OCC Lead Trust Examiner

Foy B. Hester, Vice President and Controller

Bankers Trust Company of California, N.A,

David Abramson, Secretary and Counsel

Bankers Trust Company of California, N.A.

Comptroller of the Currency

Administrator of National Banks

Washington, D.C. 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, Julie L. Williams, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations.

2. “Deutsche Bank National Trust Company,” Los Angeles, California, (Charter No. 18608) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this May 12, 2005.

/s/ Julie L. Williams

Acting Comptroller of the Currency

Comptroller of the Currency

Administrator of National Banks

Washington, D.C. 20219

Certificate of Fiduciary Powers

I, Julie L. Williams, Acting Comptroller of the Currency, do hereby certify that:

2. “Deutsche Bank National Trust Company,” Los Angeles, California, (Charter No. 18608), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a, and that the authority so granted remains in full force and effect on the date of this Certificate.

/s/ Julie L. Williams

Acting Comptroller of the Currency

BANKERS TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION

BY-LAWS

ARTICLE I

Meetings of Shareholders

Section 1.1. Annual Meeting. The regular annual meeting of the shareholders for the election of directors and the transaction of whatever other business may properly come before the meeting, shall be held at the Main Office of the Association, 400 South Hope Street, Los Angeles, California or such other places as the Board of Directors may designate, at 11 a.m. on the third Wednesday of March of each year. Notice of such meeting shall be mailed, postage prepaid, at least ten days prior to the date thereof, addressed to each shareholder at his address appearing on the books of the Association. If, for any cause, an election of directors is not made on the said day, the Board of Directors shall order the election to be held on some subsequent day, as soon thereafter as practicable, according to the provisions of law; and notice thereof shall be given in the manner herein provided for the annual meeting.

Section 1.2. Special Meetings. Except as otherwise specifically provided by statue, special meetings of the shareholders may be called for any purpose at any time by the Board of Directors or by any one or more shareholders owning, in the aggregate, not less than twenty five percent (25%) of the stock of the Association. Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than ten days prior to the date fixed for such meeting, to each shareholder at his address appearing on the books of the Association a notice stating the purpose of the meeting.

Section 1.3. Nominations for Director. Nominations for election to the Board of Directors may be made by the Board of Directors or by any stockholder of any outstanding class of capital stock of the Association entitled to vote for the election of directors.

Nominations, other than those made by or on behalf of the existing management of the Association, shall be made in writing and shall be delivered or mailed to the President of the Bank and to the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors, provided however, that if less than 21 days' notice of the meeting is given to shareholders, such

nomination shall be mailed or delivered to the President of the Bank and to the Comptroller of the Currency not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b)the principal occupation of each proposed nominee; (c) the total number of shares of capital stock of the Bank that will be voted for each proposed nominee; (d) the name and residence address of the notifying shareholder; and (e) the number of shares of capital stock of the Bank owned by the notifying shareholder. Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the Chairperson of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee.

Section 1.4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this Association shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and shall be filed with the records of the meeting.

Section 1.5 Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law; and less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.

ARTICLE II

DIRECTORS

Section 2.1. Board of Directors. The board of directors(hereinafter referred to as the “Board”), shall have power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by said Board.

Section 2.2. Number. The Board shall consist of not less than five nor more than twenty-five shareholders, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of the shareholders at any meeting thereof; provided, however, that a majority of the full Board of Directors may not increase the number of directors to a number which; (i) exceeds by more than two the number of directors last elected by shareholders where such number was fifteen or less; and (ii) to a number which exceeds by

more than four the number of directors last elected by shareholders where such number was sixteen or more, but in no event shall the number of directors exceed twenty-five.

Section 2.3 Organization Meeting. The Secretary, upon receiving the certificate of the judges, of the result of any election, shall notify the directors-elect of their election and of the time at which they are required to meet at the Main Office of the Association for the purpose of organizing the new Board and electing and appointing officers of the Association for the succeeding year. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within thirty days thereof. If, at any time fixed for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting, from time to time, until a quorum is obtained.

Section 2.4. Regular Meetings. Regular Meetings of the Board of Directors shall be held from time to time, at such time as may be designated from time to time by the Board of Directors and communicated to all directors. Such meetings shall be held in the Main Office of the Association, subject to the provisions of Section 2.6 below, and at least one such meeting shall be held during any two consecutive calendar months.

Section 2.5 Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson or President of the Association, or at the request of two or more directors. Each member of the Board of Directors shall be given notice stating the time and place, by telegram, letter, or in person, of each such special meeting.

Section 2.6 Quorum. A majority of the directors shall constitute a quorum at any meeting, except when otherwise provided by law; but a less number may adjourn any meeting, from time to time , and the meeting may be held, as adjourned, without further notice. Any one or more directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting. The vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board except as may be otherwise provided by statute or the By-Laws.

Section 2.7. Vacancies. When any vacancy occurs among the directors, the remaining members of the Board, in accordance with the laws of the United States, may appoint a director to fill such vacancy at any regular meeting of the Board, or at a special meeting called for the purpose.

ARTICLE III

COMMITTEES OF THE BOARD

Section 3.1. Examining Committee. There shall be an Examining Committee appointed annually by the Board which shall consist of two directors, who are not also officers of the Association, one of whom shall be designated by the Board as the Chairperson thereof. Such Committee shall conduct the annual directors' examination of the Association as required by the Comptroller of the Currency; shall review the reports of all examinations made of the Association by public authorities and report thereon to the Board; and shall report to the Board such other matters as it deems advisable with respect to the Association, its various departments and the conduct of its operations.

In the performance of its duties, the Examining Committee may employ or retain, from time to time, expert assistants, independent of the officers or personnel of the Association, to make such studies of the Association's assets and liabilities as the Committee may request and to make an examination of the accounting and auditing methods of the Association and its system of internal protective controls to the extent considered necessary or advisable in order to determine that the operations of the Association, including its fiduciary department, are being audited by the Auditor in such a manner as to provide prudent and adequate protection. The Committee also may direct the Auditor to make such investigation as it deems necessary or advisable with respect to the Association, its various departments and

the conduct of its operations. The Committee shall hold regular quarterly meetings and during the intervals thereof shall meet at other times on call of the Chairperson.

Section 3.2. Investment Committee. There shall be an investment committee composed of two directors, appointed by the board annually or more often. The investment committee shall have the power to insure adherence to the investment policy, to recommend amendments thereto, to purchase and sell securities, to exercise authority regarding investment and to exercise, when the board is not In session, all other powers of the Board regarding investment securities that may be lawfully delegated. The investment committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the Board of Directors at which a quorum is present, and any action taken by the board with respect thereto shall be entered in the minutes of the Board.

Section 3.3. Other Committees. The Board of Directors may appoint, from time to time, from its own members, other committees of one or more persons, for such purposes and with such powers as the Board may determine.

ARTICLE IV

OFFICERS AND EMPLOYEES

Section 4.1. Chairperson of the Board. The Board of Directors shall appoint one of its members to be Chairperson of the Board to serve at the pleasure of the Board. Such person shall preside at all meetings of the Board of Directors. The Chairperson of the Board shall supervise the carrying out of the policies adopted or approved by the Board; shall have general executive powers, as well as the specific powers conferred by these By-Laws; shall also have and may exercise such further powers and duties as from time to time may be conferred upon, or assigned by the Board of Directors.

Section 4.2. President. The Board of Directors shall appoint one of its members to be President of the Association. In the absence of the Chairperson, the President shall preside at any meeting of the Board. The President shall have general executive powers, and shall have and may exercise any and all other powers and duties pertaining by law, regulation, or practice, to the Office of the President, or imposed by these By-Laws. The President

shall also have and may exercise such further powers and duties as from time to time may be conferred, or assigned by the Board of Directors.

Section 4.3. Vice President. The Board of Directors shall appoint one or more Vice Presidents. Each Vice President shall have such powers and duties as may be assigned by the Board of Directors. One Vice President shall be designated by the Board of Directors, in the absence of the President, to perform all the duties of the President.

Section 4.4. Secretary. The Board of Directors shall appoint a Secretary or other designated officer who shall be Secretary of the Board and of the Association, and shall keep accurate minutes of all meetings. The Secretary shall attend to the giving of all notices required by these By-Laws to be given; shall be custodian of the corporate seal, records, documents and papers of the Association; shall provide for the keeping of proper records of all transactions of the Association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the office of the Secretary, or imposed by these By-Laws; and shall also perform such other duties as may be assigned from time to time, by the Board of Directors.

Section 4.5. Other Officers. The Board of Directors may appoint one or more assistant vice presidents, one or more trust officers, one or more assistant trust officers, one or more assistant secretaries, one or more assistant treasurers, and such other officers and attorneys-in-fact as from time to time may appear to the Board of Directors to be required or desirable to transact the business of the Association. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon, or assigned to, them by the Board of Directors, the Chairperson of the Board, or the President.

Section 4.6. Tenure of Office. The President and all other officers shall hold office for the current year for which the Board was elected, unless they shall resign, become disqualified, or be removed; and any vacancy occurring in the office of President shall be filled promptly by the Board of Directors.

ARTICLE V

TRUST DEPARTMENT

Section 5.1. Trust Department. There shall be a department of the Association known as the trust department which shall perform the fiduciary responsibilities of the Association.

Section 5.2. Trust Officer. There shall be a trust officer of this Association whose duties shall be to manage, supervise and direct all the activities of the trust department. Such person shall do or cause to be done all things necessary or proper in carrying on the business of the trust department according to provisions of law and applicable regulations; and shall act pursuant to opinion of counsel where such opinion is deemed necessary. Opinions of counsel shall be retained on file in connection with all important matters pertaining to fiduciary activities. The trust officer shall be responsible for all assets and documents held by the Association in connection with fiduciary matters. The Board of Directors may appoint other officers of the trust department as it may deem necessary, with such duties as may be assigned.

Section 5.3. Trust Investment Committee. There shall be a trust investment committee of this Association composed of two members, who shall be capable and experienced officers and directors of the Association. All investments of funds held in a fiduciary capacity shall be made, retained or disposed of only with the approval of the trust investment committee; and the committee shall keep minutes of all its meetings, showing the disposition of all matters considered and passed upon by it. The committee shall, promptly after the acceptance of an account for which the bank has investment responsibilities, review the assets thereof, to determine the advisability of retaining or disposing of such assets. The committee shall conduct a similar review at least once during each calendar year thereafter and within 15 months of the last review. A report of all such reviews, together with the action taken as a result thereof, shall be noted in the minutes of the committee.

Section 5.4. Trust Audit Committee. The Board of Directors shall appoint a committee of two Directors, exclusive of any active officer of the Association, which shall, at least once during each calendar year within fifteen months of the last such audit make suitable audits of the Trust Department or cause suitable audits to be made

by auditors responsible only to the Board of Directors, and at such time shall ascertain whether the department has been administered in accordance with law, 12 Code of Federal Regulations, Section 9, and sound fiduciary principles.

Section 5.5. Trust Department Files. There shall be maintained in the Trust Department files containing all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.

Section 5.6. Trust Investments. Funds held in a fiduciary capacity shall be invested in accordance with the instrument establishing the fiduciary relationship and appropriate local law. Where such instrument does not specify the character and class of investments to be made and does not vest in the bank a discretion In the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under appropriate local law.

ARTICLE VI

STOCK AND STOCK CERTIFICATE

Section 6.1. Transfers. Shares of stock shall be transferable on the books of the Association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to his shares, succeed to all rights of the prior holder of such shares.

Section 6.2. Stock Certificates. Certificates of stock shall bear the signature of the President (which may be engraved, printed or impressed), and shall be signed manually or by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant Cashier, or any other officer appointed by the Board of Directors for that purpose, to be known as an Authorized Officer, and the seal of the Association shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed.

ARTICLE VII

CORPORATE SEAL

The President, the Cashier, the Secretary or any Assistant Cashier or Assistant Secretary, or other officer thereunto designated by the Board of Directors, shall have authority to affix the corporate seal to any document requiring such seal, and to attest the same. Such seal shall be substantially in the following form:

(Impression)

( of )

( SEAL )

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.1. Fiscal Year. The Fiscal Year of the Association shall be the calendar year.

Section 8.2. Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Association by the Chairperson of the Board, or the President, or any Vice President, or the Secretary, or the Cashier, or, if in connection with exercise of fiduciary powers of the Association, by any of said officers or by any Trust Officer. Any such instruments may also be executed, acknowledged, verified, delivered or accepted in behalf of the Association in such other manner and by such other officers as the Board of Directors may from time to time direct. The provisions of this Section 8.2. are supplementary to any other provision of these By-Laws.

Section 8.3. Records. The Articles of Association, the By-Laws and the proceedings of all meetings of the shareholders, the Board of Directors, and standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary, or other officer appointed to act as Secretary of the meeting.

ARTICLE IX

BY-LAWS

Section 9.1. Inspection. A copy of the By-Laws, with all amendments thereto, shall at all times be kept in a convenient place at the Main Office of the Association, and shall be open for inspection to all shareholders, during banking hours.

Section 9.2. Amendments. The By-Laws may be amended, altered or repealed, at any regular meeting of the Board of Directors, by a vote of a majority of the total number of the Directors.

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939 in connection with the proposed issue by MortgageIT Trust 2005-5, Mortgage-Backed Notes, Series 2005-5, we hereby consent that reports of examination by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

November 29, 2005

Deutsche Bank National Trust Co.

By: /s/ Ronaldo Reyes

Ronaldo Reyes

Vice President

Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires March 31, 2007
- -------------------------------------------------------------------------------------------------------------------------
[GRAPHIC OMITTED]
Please refer to page i, Table of Contents,
for the required disclosure of estimated
burden.

- -------------------------------------------------------------------------------------------------------------------------

CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC OFFICES ONLY--FFIEC 041

(20050630)
-----------
REPORT AT THE CLOSE OF BUSINESS JUNE 30, 2005 (RCRI 9999)

This report is required by law: 12 U.S.C. ss.324 (State member This report form is to be filed by banks with domestic
banks); 12 U.S.C. ss.1817 (State nonmember banks); and 12 offices only. Banks with foreign offices (as defined in
U.S.C. ss.161 (National banks). the instructions) must file FFIEC 031.
- -------------------------------------------------------------------------------------------------------------------------

NOTE: The Reports of Condition and Income must be signed by The Reports of Condition and Income are to be prepared
an authorized officer and the Report of Condition must be in accordance with Federal regulatory authority
attested to by not less than two directors (trustees) for instructions.
State nonmember banks and three directors for State member
and National banks. We, the undersigned directors (trustees), attest to the
correctness of the Report of Condition (including the
supporting schedules) for this report date and declare
I, that it has been examined by us and to the best of our
--------------------------------------------------- knowledge and belief has been prepared in conformance
Name and Title of Officer Authorized to Sign Report with the instructions issued by the appropriate Federal
regulatory authority and is true and correct.

of the named bank do hereby declare that the Reports of
Condition and Income (including the supporting schedules) ----------------------------------------------
for this report date have been prepared in conformance with Director (Trustee)
the instructions issued by the appropriate Federal regulatory
authority and are true to the best of my knowledge and belief. ----------------------------------------------
Director (Trustee)

----------------------------------------------
Director (Trustee)
- ----------------------------------------------
Signature of Officer Authorized to Sign Report

- ----------------------------------------------
Date of Signature

- -------------------------------------------------------------------------------------------------------------------------
SUBMISSION OF REPORTS For electronic filing assistance, contact EDS Call
Report Services, 13890 Bishops Drive, Suite 110,
Each bank must prepare its Reports of Condition and Income Brookfield, WI 53005, telephone (800) 255-1571.
either:
To fulfill the signature and attestation
(a) in electronic form and then file the computer data file requirement for the Reports of Condition and
directly with the banking agencies' collection agent, Income for this report date, attach this
Electronic Data Systems Corporation (EDS), by modem or signature page (or a photocopy or a
on computer diskette; or computer-generated version of this page) to
the hard-copy record of the completed report
that the bank places in its files.
(b) in hard-copy (paper) form and arrange for another party
to convert the paper report to electronic form. That party
(if other than EDS) must transmit the bank's computer
data file to EDS.

- -------------------------------------------------------------------------------------------------------------------------

FDIC Certificate Number 26732 DEUTSCHE BANK NATIONAL TRUST COMPANY
----------- -------------------------------------------------------
(RCRI 9050) Legal Title of Bank (TEXT 9010)

LOS ANGELES
-------------------------------------------------------
City (TEXT 9130)

CA 90071 0000
-------------------------------------------------------
State Abbrev (TEXT 9200) ZIP Code (TEXT 9220)

Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency

Consolidated Reports of Condition and Income for
A Bank With Domestic Offices Only
- -------------------------------------------------------------------------------------------------------------------------

TABLE OF CONTENTS

SIGNATURE PAGE Cover

CONTACT INFORMATION......................................ii REPORT OF CONDITION

REPORT OF INCOME Schedule RC--Balance Sheet.......................RC-1,2

Schedule RI- Income Statement......................RI-1,2,3 Schedule RC-A--Cash and Balances Due
From Depository Institutions
Schedule RI-A - Changes in Equity Capital..............RI-4 (to be completed only by selected banks).........RC-3

Schedule RI-B - Charge-offs and Recoveries on Schedule RC-B--Securities......................RC-3,4,5
Loans and Leases and Changes in Allowance
for Loan and Lease Losses .......................RI-4,5,6 Schedule RC-C--Loans and Lease Financing
Receivables:
Schedule RI-E - Explanations........................RI-6, 7 Part I. Loans and Leases .....................RC-6, 7
Part II. Loans to Small Businesses and
Small Farms (to be completed for the
June report only; not included in the
forms for the September and
December reports)..........................RC-7a,7b

Schedule RC-D--Trading Assets and Liabilities
(to be completed only by selected banks).........RC-8

Schedule RC-E--Deposit Liabilities..............RC-9,10

Schedule RC-F--Other Assets.......................RC-11

Schedule RC-G--Other Liabilities..................RC-11

Schedule RC-K--Quarterly Averages.................RC-12

DISCLOSURE OF ESTIMATED BURDEN Schedule RC-L--Derivatives and
Off-Balance Sheet Items.....................RC-13, 14
The estimated average burden associated with this
information collection is 41.1 hours per respondent and Schedule RC-M--Memoranda..........................RC-15
is estimated to vary from 15 to 600 hours per response,
depending on individual circumstances, Burden estimates Schedule RC-N--Past Due and Nonaccrual
include the time for reviewing instructions, gathering Loans, Leases, and Other Assets.............RC-16, 17
and maintaining data in the required form, and
completing the information collection, but exclude the Schedule RC-O--Other Data for Deposit
time for compiling and maintaining business records in Insurance and FICO Assessments..............RC-18, 19
the normal course of a respondent's activities. A
Federal agency may not conduct or sponsor, and an Schedule RC-R--Regulatory Capital.....RC-20, 21, 22, 23
organization (or a person) is not required to respond
to a collection of information, unless it displays a Schedule RC-S--Servicing, Securitization,
currently valid OMB control number. Comments concerning and Asset Sale Activities...............RC-24, 25, 26
the accuracy of this burden estimate and suggestions
for reducing this burden should be directed to the Schedule RC-T--Fiduciary and
Office of Information and Regulatory Affairs, Office of Related Services........................RC-27, 28, 29
Management and Budget, Washington, D.C. 20503, and to
one of the following: Optional Narrative Statement Concerning
the Amounts Reported in the Reports
of Condition and Income.........................RC-30

Special Report (TO BE COMPLETED BY ALL BANKS)

Secretary
Board of Governors of the Federal Reserve System
Washington, D.C. 20551

Legislative and Regulatory Analysis Division
Office of the Comptroller of the Currency
Washington, D.C. 20219

Assistant Executive Secretary
Federal Deposit Insurance Corporation
Washington, D.C. 20429

For information or assistance, National and State nonmember banks should contact
the FDIC's Data Collection and Analysis Section, 550 17th Street, NW,
Washington, D.C. 20429, toll free on (800) 688-FDIC(3342), Monday through Friday
between 8:00 a.m. and 5:00 p.m., Eastern time. State member banks should contact
their Federal Reserve District Bank.

CONTACT INFORMATION FOR THE REPORTS OF CONDITION AND INCOME

To facilitate communication between the Agencies and the bank concerning the
Reports of Condition and Income, please provide contact information for (1) the
authorized officer of the bank signing the reports for this quarter and (2) the
person at the bank--other than the authorized officer--to whom questions about
the reports should be directed. If the authorized officer is the primary contact
for questions about the reports, please provide contact information for another
person at the bank who will serve as a secondary contact for communications
between the Agencies and the bank concerning the Reports of Condition and
Income. Enter "none" for the contact's e-mail address or fax number if not
available. Contact information for the Reports of Condition and Income is for
the confidential use of the Agencies and will not be released to the public.

AUTHORIZED OFFICER SIGNING THE REPORTS OTHER PERSON TO WHOM QUESTIONS ABOUT THE REPORTS SHOULD BE
DIRECTED

- ------------------------------------------------------------------ -------------------------------------------------------------
Name (TEXT C490) Name (TEXT C495)

- ------------------------------------------------------------------ -------------------------------------------------------------
Title (TEXT C491) Title (TEXT C496)

- ------------------------------------------------------------------ -------------------------------------------------------------
E-mail Address (TEXT C492) E-mail Address (TEXT 4086)

- ------------------------------------------------------------------ -------------------------------------------------------------
Telephone: Area code/phone number/extension (TEXT C493) Telephone: Area code/phone number/extension (TEXT 8902)

- ------------------------------------------------------------------ -------------------------------------------------------------
FAX: Area code/phone number (TEXT C494) FAX: Area code/phone number (TEXT 9116)

- --------------------------------------------------------------------------------
EMERGENCY CONTACT INFORMATION

This information is being requested so the Agencies can distribute critical,
time sensitive information to emergency contacts at banks. Please provide
primary contact information for a senior official of the bank who has
decision-making authority. Also provide information for a secondary contact if
available. Enter "none" for the contact's e-mail address or fax number if not
available. Emergency contact information is for the confidential use of the
Agencies and will not be released to the public.

PRIMARY CONTACT SECONDARY CONTACT

- ------------------------------------------------------------------ -------------------------------------------------------------
Name (TEXT C366) Name (TEXT C371)

- ------------------------------------------------------------------ -------------------------------------------------------------
Title (TEXT C367) Title (TEXT C372)

- ------------------------------------------------------------------ -------------------------------------------------------------
E-mail Address (TEXT C368) E-mail Address (TEXT C373)

- ------------------------------------------------------------------ -------------------------------------------------------------
Telephone: Area code/phone number/extension (TEXT C369) Telephone: Area code/phone number/extension (TEXT C374)

- --------------------------------------------------------------------------------
USA PATRIOT ACT SECTION 314(A) ANTI-MONEY LAUNDERING CONTACT INFORMATION

This information is being requested to identify points-of-contact who are in
charge of your depository institution's Section 314(a) searches and who could be
contacted by federal law enforcement officers for additional information related
to anti-terrorist financing and anti-money laundering. Please provide
information for a secondary contact if available. Information for a third and
fourth contact may be provided at the bank's option. Enter "none" for the
contact's e-mail address or fax number if not available. USA PATRIOT Act contact
information is for the confidential use of the Agencies and the Financial Crimes
Enforcement Network (FinCEN) and will not be released to the public.

PRIMARY CONTACT SECONDARY CONTACT

- ------------------------------------------------------------------ -------------------------------------------------------------
Name (Text C437) Name (Text C442)

- ------------------------------------------------------------------ -------------------------------------------------------------
Title (Text C438) Title (Text C443)

- ------------------------------------------------------------------ -------------------------------------------------------------
E-mail Address (Text C439) E-mail Address (Text C444)

- ------------------------------------------------------------------ -------------------------------------------------------------
Telephone: Area code/phone number/extension (Text C440) Telephone: Area code/phone number/extension (Text C445)

Consolidated Report of Income
for the period January 1, 2005-June 30, 2005

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

Schedule RI--Income Statement

Dollar Amounts in Thousands RIAD Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------------
1. Interest income:

a. ITEMS 1.A.(1) THROUGH (6) ARE TO BE COMPLETED BY ALL BANKS.
Interest and fee income on loans:
------------------
(1) Loans secured by real estate......................................... 4011 0 1.a.(1)
------------------
(2) Commercial and industrial loans...................................... 4012 0 1.a.(2)
------------------
(3) Loans to individuals for household, family, and
other personal expenditures:
------------------
(a) Credit cards..................................................... B485 0 1.a.(3)(a)
------------------
(b) Other (includes single payment, installment, all student
------------------
loans, and revolving credit plans other than credit cards)....... B486 0 1.a.(3)(b)
------------------
(4) Loans to foreign governments and official institutions............... 4056 0 1.a.(4)
------------------
(5) All other loans(1)................................................... 4058 0 1.a.(5)
--------------------------------------
(6) Total interest and fee income on loans (sum of items 1.a.(1) through 1.a.(5))........... 4010 0 1.a.(6)
-------------------
b. Income from lease financing receivables ................................................... 4065 0 1.b.
-------------------
c. Interest income on balances due from depository institutions(2)............................ 4115 376 1.c.
-------------------
d. Interest and dividend income on securities:
(1) U.S. Treasury securities and U.S. Government agency obligations (excluding
-------------------
mortgage-backed securities)............................................................. B488 1 011 1.d.(1)
-------------------
(2) Mortgage-backed securities ............................................................. B489 0 1.d.(2)
-------------------
(3) All other securities (includes securities issued by states and political
-------------------
subdivisions in the U.S.)............................................................... 4060 0 1.d.(3)
-------------------
e. Interest income from trading assets........................................................ 4069 0 1.e.
-------------------
f. Interest income on federal funds sold and securities
purchased under agreements to resell ...................................................... 4020 0 1.f.
-------------------
g. Other interest income ..................................................................... 4518 90 1.g.
-------------------
h. Total interest income (sum of items 1.a.(6) through 1.g) .................................. 4107 1 477 1.h.
-------------------

______________
(1) Includes interest and fee income on "Loans to depository institutions and
acceptances of other banks," "Loans to finance agricultural production and
other loans to farmers," "Obligations (other than securities and leases) of
states and political subdivisions in the U.S.," and "Other loans."
(2) Includes interest income on time certificates of deposit not held for
trading.

Schedule RI-Continued
------------------------
Year-to-date
------------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ---------------------------------------------------------------------------------------------------
2. Interest expense:

a. Interest on deposits:
(1) Transaction accounts (NOW accounts, ATS accounts, and
-----------------------
telephone and preauthorized transfer accounts).................... 4508 0 2.a.(1)
-----------------------
(2) Nontransaction accounts:
-----------------------
(a) Savings deposits (INCLUDES MMDAS)........................... 0093 0 2.a.(2)(a)
-----------------------
(b) Time deposits of $100,000 or more............................ A517 0 2.a.(2)(b)
-----------------------
(c) Time deposits of less than $100,000.......................... A518 0 2.a.(2)(c)
-----------------------
b. Expense of federal funds purchased and securities sold under
-----------------------
agreements to repurchase ............................................ 4180 0 2.b.
-----------------------
c. Interest on trading liabilities and other borrowed money............. 4185 0 2.c.
-----------------------
d. Interest on subordinated notes and debentures........................ 4200 0 2.d.
-----------------------
e. Total interest expense (sum of items 2.a through 2.d)................ 4073 0 2.e.
---------------------------------------------------
3. Net interest income (item 1.h minus 2.e) ............................... 4074 477 3.
----------------------------
4. Provision for loan and lease losses..................................... 4230 0 4.
----------------------------
5. Noninterest income:
-----------------------
a. Income from fiduciary activities(1)................................. 4070 48 258 5.a.
-----------------------
b. Service charges on deposit accounts................................. 4080 0 5.b.
-----------------------
c. Trading revenue(2).................................................. A220 0 5.c.
-----------------------
d. Investment banking, advisory, brokerage, and underwriting fees and
-----------------------
commissions......................................................... B490 0 5.d.
-----------------------
e. Venture capital revenue............................................. B491 0 5.e.
-----------------------
f. Net servicing fees.................................................. B492 0 5.f.
-----------------------
g. Net securitization income........................................... B493 0 5.g.
-----------------------
h. (1) Underwriting income from insurance and reinsurance
-----------------------
activities....................................................... C386 0 5.h.(1)
-----------------------
(2) Income from other insurance activities.......................... C387 0 5.h.(2)
-----------------------
i. Net gains (losses) on sales of loans and leases..................... 5416 0 5.i.
-----------------------
j. Net gains (losses) on sales of other real estate owned.............. 5415 0 5.j.
-----------------------
k. Net gains (losses) on sales of other assets (excluding securities) B496 0 5.k.
-----------------------
l. Other noninterest income(*)......................................... B497 0 5.l.
---------------------------------------------------
m. Total noninterest income (sum of items 5.a through 5.l)............. 4079 48 258 5.m.
----------------------------
6. a. Realized gains (losses) on held-to-maturity securities.............. 3521 0 6.a.
----------------------------
b. Realized gains (losses) on available-for-sale securities............ 3196 0 6.b.
----------------------------
7. Noninterest expense:
-----------------------
a. Salaries and employee benefits...................................... 4135 11 355 7.a.
-----------------------
b. Expenses of premises and fixed assets (net of rental income)
-----------------------
(excluding salaries and employee benefits and mortgage interest).... 4217 2 285 7.b.
-----------------------
c. (1) Goodwill impairment losses..................................... C216 0 7.c.(1)
-----------------------
(2) Amortization expense and impairment losses for other
-----------------------
intangible assets............................................... C232 0 7.c.(2)
-----------------------
d. Other noninterest expense(*)........................................ 4092 23 018 7.d.
---------------------------------------------------
e. Total noninterest expense (sum of items 7.a through 7.d)............ 4093 36 658 7.e

8. Income (loss) before income taxes and extraordinary items and
----------------------------
other adjustments (item 3 plus or minus items 4, 5.m, 6.a, 6.b, and

7.e).................................................................. 4301 13 077 8.
----------------------------
9. Applicable income taxes (on item 8).................................... 4302 5 559 9.
----------------------------
10. Income (loss) before extraordinary items and other adjustments
----------------------------
(item 8 minus item 9).................................................. 4300 7 518 10.
----------------------------
11. Extraordinary items and other adjustments, net of income taxes(*)...... 4320 0 11.
----------------------------
12. Net income (loss) (sum of items 10 and 11)............................. 4340 7 518 12.
---------------------------------------------------
- ----------------
(*) Describe on Schedule RI-E -- Explanations
(1) For banks required to complete Schedule RC-T, items 12 through 19, income
from fiduciary activities reported in Schedule RI, item 5.a, must equal the
amount reported in Schedule RC-T, item 19.
(2) For banks required to complete Schedule RI, Memorandum item 8, trading
revenue reported in Schedule RI, item 5.c, must equal the sum of Memorandum
items 8.a through 8.d.

Schedule RI--Continued
Year-to-date
-----------------------
Memoranda Dollar Amounts in Thousands RIAD Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------------------
1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired
-----------------------
after August 7, 1986, that is not deductible for federal income tax purposes.................... 4513 0 M.1.
-----------------------
2. Income from the sale and servicing of mutual funds and annuities (included in
-----------------------
Schedule RI,item 8)............................................................................. 8431 0 M.2.
-----------------------
3. Income on tax-exempt loans and leases to states and political subdivisions in
-----------------------
the U.S. (included in Schedule RI, items 1.a and 1.b............................................ 4313 0 M.3.
-----------------------
4. Income on tax-exempt securities issued by states and political subdivisions
-----------------------
in the U.S. (included in Schedule RI, item 1.d.(3))............................................. 4507 0 M.4.
-----------------------
5. Number of full-time equivalent employees at end of current period (round to nearest whole Number
-----------------------
number)......................................................................................... 4150 205 M.5.
-----------------------
6. MEMORANDUM ITEM 6 IS TO BE COMPLETED BY: (1)
o BANKS WITH $300 MILLION OR MORE IN TOTAL ASSETS, AND
o BANKS WITH LESS THAN $300 MILLION IN TOTAL ASSETS THAT HAVE LOANS TO
FINANCE AGRICULTURAL PRODUCTION AND OTHER LOANS TO FARMERS (SCHEDULE
RC-C, PART 1, ITEM 3) EXCEEDING FIVE PERCENT OF TOTAL LOANS.
Interest and fee income on loans to finance agricultural production and other
-----------------------
loans to farmers (included in Schedule RI, item 1.a.(5))........................................ 4024 0 M.6.
-----------------------------
7. If the reporting bank has restated its balance sheet as a result of applying push down CC YY MM DD
-----------------------------
accounting this calendar year, report the date of the bank's acquisition(2)............... 9106 0 M.7.
-----------------------------

8. Trading revenue (from cash instruments and derivative instruments) (sum of
Memorandum items 8.a through 8.d must equal Schedule RI, item 5.c) (TO BE
COMPLETED BY BANKS THAT REPORTED AVERAGE TRADING ASSETS (SCHEDULE RC-K, ITEM
7) OF $2 MILLION OR MORE FOR ANY QUARTER OF THE PRECEDING CALENDAR YEAR.):
----------------------
RIAD Bil Mil Thou
----------------------
a. Interest rate exposures....................................................................... 8757 0 M.8.a.
----------------------
b. Foreign exchange exposures.................................................................... 8758 0 M.8.b.
----------------------
c. Equity security and index exposures........................................................... 8759 0 M.8.c.
----------------------
d. Commodity and other exposures................................................................. 8760 0 M.8.d.
----------------------
9. TO BE COMPLETED BY BANKS WITH $100 MILLION OR MORE IN TOTAL ASSETS:(1)
----------------------
Impact on income of derivatives held for purposes other than trading: RIAD Bil Mil Thou
----------------------
a. Net increase (decrease) to interest income.................................................... 8761 0 M.9.a.
----------------------
b. Net (increase) decrease to interest expense................................................... 8762 0 M.9.b.
----------------------
c. Other (noninterest) allocations............................................................... 8763 0 M.9.c.
----------------------
10. TO BE COMPLETED BY BANKS WITH $300 MILLION OR MORE IN TOTAL ASSETS:(1)
----------------------
Credit losses on derivatives (see instructions)................................................. A251 N/A M.10.
----------------------

----------------------
11. Does the reporting bank have a Subchapter S election in effect for federal income tax purposes YES NO
----------------------
for the current year?........................................................................... A530 X M.11.
----------------------

____________
(1) The asset size tests and the five percent of total loans test are generally
based on the total assets and total loans reported on the JUNE 30, 2004,
Report of Condition.
(2) For example, a bank acquired on March 1, 2005, would report 20050301.

Schedule RI-A--Changes in Equity Capital

Indicate decreases and losses in parentheses.
----------------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ----------------------------------------------------------------------------------- ----------------------------
1. Total equity capital most recently reported for the December 31, 2004,
Reports of Condition and Income (i.e., after adjustments from amended ----------------------------
Reports of Income)...................................................... 3217 115 056 1.
----------------------------

2 Restatements due to corrections of material accounting ----------------------------
errors and changes in accounting principles(*).......................... B507 0 2.
----------------------------
3. Balance end of previous calendar year as restated (sum of items 1 and 2). B508 115 056 3.
----------------------------
4. Net income (loss) (must equal Schedule RI, item 12)...................... 4340 7 518 4.
----------------------------

5. Sale, conversion, acquisition, or retirement of capital stock, net ----------------------------
(excluding treasury stock transactions)................................. B509 0 5.
----------------------------
6. Treasury stock transactions, net......................................... B510 0 6.
----------------------------
7. Changes incident to business combinations, net........................... 4356 0 7.
----------------------------
8. LESS: Cash dividends declared on preferred stock......................... 4470 0 8.
----------------------------
9. LESS: Cash dividends declared on common stock............................ 4460 0 9.
----------------------------
10. Other comprehensive income(1)............................................ B511 11 10.
----------------------------
11. Other transactions with parent holding company(*) (not included in 4415 0 11.
items 5, 6, 8, or 9 above)............................................... ----------------------------

12. Total equity capital end of current period (sum of items 3 through 11)
(must equal Schedule RC, item 28)........................................ ----------------------------
3210 122 585 12.
----------------------------

_________________
(*) 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, 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

------------------------------------------------
(Column A) (Column B)
Charge-offs(1) Recoveries
------------------------------------------------
PART I INCLUDES CHARGE-OFFS AND RECOVERIES THROUGH THE ALLOCATED Calendar year-to-date
TRANSFER RISK RESERVE. ------------------------------------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou
- ---------------------------------------------------------------------- ------------------------------------------------
1. Loans secured by real estate:
------------------------------------------------
a. Construction, land development, and other land loans........... 3582 0 3583 0 1.a.
------------------------------------------------
b. Secured by farmland............................................. 3584 0 3585 0 1.b.
------------------------------------------------
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family residential
------------------------------------------------
properties and extended under lines of credit.............. 5411 0 5412 0 1.c.(1)
------------------------------------------------
(2) Closed-end loans secured by 1-4 family residential properties:
------------------------------------------------
(a) Secured by first liens................................. C234 0 C217 0 1.c.(2)(a)
------------------------------------------------
(b) Secured by junior liens................................ C235 0 C218 0 1.c.(2)(b)
------------------------------------------------
d. Secured by multifamily (5 or more) residential properties...... 3588 0 3589 0 1.d.
------------------------------------------------
e. Secured by nonfarm nonresidential properties................... 3590 0 3591 0 1.e.
------------------------------------------------
2. Loans to depository institutions and acceptances of other banks 4481 0 4482 0 2.
------------------------------------------------
3. Not applicable
------------------------------------------------
4. Commercial and industrial loans.................................. 4638 0 4608 0 4.
------------------------------------------------
5. Loans to individuals for household, family, and other
personal expenditures:
------------------------------------------------
a. Credit cards.................................................... B514 0 B515 0 5.a.
------------------------------------------------
b. Other (includes single payment, installment, all student loans,
------------------------------------------------
and revolving credit plans other than credit cards) B516 0 B517 0 5.b.
------------------------------------------------
6. Loans to foreign governments and official institutions.......... 4643 0 4627 0 6.
------------------------------------------------
7. All other loans(2).............................................. 4644 0 4628 0 7.
------------------------------------------------
8. Lease financing receivables..................................... 4266 0 4267 0 8.
------------------------------------------------
9. Total (sum of items 1 through 8)................................ 4635 0 4605 0 9.
------------------------------------------------
______________
(1) Include write-downs arising from transfers of loans to a held-for-sale
account.
(2) Includes charge-offs and recoveries on "Loans to finance agricultural
production and other loans to farmers," "Obligations (other than securities
and leases) of states and political subdivisions in the U.S.," and "Other
loans."

Schedule RI-B--Continued

Part I. Continued
-----------------------------------------------------
(Column A) (Column B)
Charge-offs(1) Recoveries
-----------------------------------------------------
Calendar year-to-date
-----------------------------------------------
Memoranda Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou
- -------------------------------------------------------------------------- -----------------------------------------------
1. Loans to finance commercial real estate, construction, and land
development activities (NOT SECURED BY REAL ESTATE) included in -----------------------------------------------
Schedule RI-B, part I, items 4 and 7, above.......................... 5409 0 5410 0 M.1.
-----------------------------------------------

2. MEMORANDUM ITEMS 2.A THROUGH 2.D ARE TO BE COMPLETED BY BANKS
WITH $300 MILLION OR MORE IN TOTAL ASSETS:(2)

a. Loans secured by real estate to non-U.S. addressees -----------------------------------------------
(domicile) (included in Schedule RI-B, part I, item 1, above)..... 4652 N/A 4662 N/A M.2.a.
-----------------------------------------------

b. Loans to and acceptances of foreign banks (included in -----------------------------------------------
Schedule RI-B, part I, item 2, above)............................. 4654 N/A 4664 N/A M.2.b.
-----------------------------------------------

c. Commercial and industrial loans to non-U.S. addressees -----------------------------------------------
(domicile) (included in Schedule RI-B, part I, item 4, above)..... 4646 N/A 4618 N/A M.2.c.
-----------------------------------------------

d. Lease financing receivables of non-U.S. addressees -----------------------------------------------
(domicile) (included in Schedule RI-B, part I, item 8, above)..... 4659 N/A 4669 N/A M.2.d.
-----------------------------------------------

3. MEMORANDUM ITEM 3 IS TO BE COMPLETED BY:(2)
o BANKS WITH $300 MILLION OR MORE IN TOTAL ASSETS, AND
o BANKS WITH LESS THAN $300 MILLION IN TOTAL ASSETS THAT
HAVE LOANS TO FINANCE AGRICULTURAL PRODUCTION AND OTHER LOANS TO
FARMERS (SCHEDULE RC-C, PART I, ITEM 3) EXCEEDING FIVE
PERCENT OF TOTAL LOANS:

Loans to finance agricultural production and other loans to -----------------------------------------------
farmers (included in Schedule RI-B, part I, item 7, above............ 4655 0 4665 0 M.3.
-----------------------------------------------

MEMORANDUM ITEM 4 IS TO BE COMPLETED BY BANKS THAT (1) TOGETHER WITH AFFILIATED
INSTITUTIONS, HAVE OUTSTANDING CREDIT CARD RECEIVABLES (AS DEFINED IN THE ----------------------
INSTRUCTIONS) THAT EXCEED $500 MILLION AS OF THE REPORT DATE OR (2) ARE CREDIT Calendar year-to-date
CARD SPECIALTY BANKS AS DEFINED FOR UNIFORM BANK PERFORMANCE REPORT PURPOSES. ----------------------
RIAD Bil Mil Thou
----------------------

4. Uncollectible retail credit card fees and finance charges reversed against income ----------------------
(i.e., not included in charge-offs against the allowance for loan and lease losses).......... C388 0 M.4.
----------------------

________
(1) Include write-downs arising from transfers of loans to a held-for-sale
account.
(2) The $300 million asset size test and the five percent of total loans test
are generally based on the total assets and total loans reported on the
JUNE 30, 2004, Report of Condition.

Part II. Changes in Allowance for Loan and Lease Losses
-------------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
-------------------------
1. Balance most recently reported for the December 31, 2004, Reports of Condition and Income -------------------------
(i.e., after adjustments from amended Reports of Income).................................... B522 0 1.
-------------------------
2. Recoveries (must equal part I, item 9, column B, above)..................................... 4605 0 2.
-------------------------

3. LESS: Charge-offs (must equal part I, item 9, column A, above less Schedule RI-B, -------------------------
part II, item 4)............................................................................ C079 0 3.
-------------------------
4. LESS: Write-downs arising from transfers of loans to a held-for-sale account................ 5523 0 4.
-------------------------
5. Provision for loan and lease losses (must equal Schedule RI, item 4)........................ 4230 0 5.
-------------------------
6. Adjustments(*) (see instructions for this schedule)......................................... C233 0 6.
-------------------------

7. Balance end of current period (sum of items 1, 2, 5, and 6, less items 3 and -------------------------
4) (must equal Schedule RC, item 4.c)....................................................... 3123 0 7.
-------------------------

__________
(*) Describe on Schedule RI-E--Explanations.

Part II. Continued
-------------------------
Memoranda Dollar Amounts in Thousands RIAD Bil Mil Thou
- -------------------------------------------------------------------------------------------------- -------------------------
1. Allocated transfer risk reserve included in Schedule RI-B, part II, item 7, above............ C435 0 M.1.
-------------------------
MEMORANDUM ITEMS 2 AND 3 ARE TO BE COMPLETED BY BANKS THAT (1) TOGETHER WITH AFFILIATED
INSTITUTIONS, HAVE OUTSTANDING CREDIT CARD RECEIVABLES (AS DEFINED IN THE INSTRUCTIONS)
THAT EXCEED $500 MILLION AS OF THE REPORT DATE OR (2) ARE CREDIT CARD SPECIALTY BANKS
AS DEFINED FOR UNIFORM BANK PERFORMANCE REPORT PURPOSES.

2. Separate valuation allowance for uncollectible retail credit card fees and -------------------------
finance charges.............................................................................. C389 0 M.2.
-------------------------
3. Amount of allowance for loan and lease losses attributable to retail credit card
fees and finance charges..................................................................... C390 0 M.3.
-------------------------

MEMORANDUM ITEM 4 IS TO BE COMPLETED BY ALL BANKS.

4. Amount of allowance for post-acquisition losses on purchased impaired loans accounted for
in accordance with AICPA Statement of Position 03-3 (included in Schedule R1-B, part II,
item 7, above)............................................................................... C781 0 M.4.
-------------------------

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.)

------------------------
Year-to-date
------------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------------------
1. Other noninterest income (from Schedule RI, item 5.I)
Itemize and describe amounts that exceed 1% of the sum of
Schedule RI, items 1.h and 5.m:
------------------------
a.Income and fees from the printing and sale of checks C013 0 1.a.
- -------------------------------------------------------------------------------------------------------------------------
b.Earnings on/increase in value of cash surrender value of life insurance C014 0 1.b.
- -------------------------------------------------------------------------------------------------------------------------
c.Income and fees from automated teller machines (ATMs) C016 0 1.c.
- -------------------------------------------------------------------------------------------------------------------------
d.Rent and other income from other real estate owned 4042 0 1.d.
- -------------------------------------------------------------------------------------------------------------------------
e.Safe deposit box rent C015 0 1.e.
- -------------------------------------------------------------------------------------------------------------------------
f.TEXT
4461 4461 0 1.f.
- -------------------------------------------------------------------------------------------------------------------------
g.TEXT
4462 4462 0 1.g.
- -------------------------------------------------------------------------------------------------------------------------
h.TEXT
4463 4463 0 1.h.
- -------------------------------------------------------------------------------------------------------------------------
2. Other noninterest expense (from Schedule RI, item 7.d)
Itemize and describe amounts that exceed 1% of the sum of
Schedule RI, items 1.h and 5.m:
------------------------
a.Data processing expenses C017 0 2.a.
- -------------------------------------------------------------------------------------------------------------------------
b.Advertising and marketing expenses 0497 0 2.b.
- -------------------------------------------------------------------------------------------------------------------------
c.Directors' fees 4136 0 2.c.
- -------------------------------------------------------------------------------------------------------------------------
d.Printing, stationery, and supplies C018 0 2.d.
- -------------------------------------------------------------------------------------------------------------------------
e.Postage 8403 0 2.e.
- -------------------------------------------------------------------------------------------------------------------------
f.Legal fees and expenses 4141 0 2.f.
- -------------------------------------------------------------------------------------------------------------------------
g.FDIC deposit insurance assessments 4146 0 2.g.
- -------------------------------------------------------------------------------------------------------------------------
h.TEXT
4464 INTERDEPARTMENTAL EXPENSES 4464 11 705 2.h.
- -------------------------------------------------------------------------------------------------------------------------
i.TEXT
4467 AGENCY PROFESSIONAL EXPENSES 4467 5 613 2.i.
- -------------------------------------------------------------------------------------------------------------------------
j.TEXT
4468 SERVICE BUREAU AND DEAL FRANCHISE TAXES 4468 3 821 2.j.
- -------------------------------------------------------------------------------------------------------------------------
3. Extraordinary items and other adjustments and applicable income tax (from
Schedule RI, item 11) (itemize and describe all extraordinary items and other adjustments):
-----------------------
a. (1) TEXT
4469 4469 0 3.a.(1)
- -------------------------------------------------------------------------------------------------------------------------
(2) Applicable income tax effect 4486 0 3.a.(2)
- -------------------------------------------------------------------------------------------------------------------------
b. (1) TEXT
4487 4487 0 3.b.(1)
- -------------------------------------------------------------------------------------------------------------------------
(2) Applicable income tax effect 4488 0 3.b.(2)
- -------------------------------------------------------------------------------------------------------------------------
c. (1) TEXT
4489 4489 0 3.c.(1)
- -------------------------------------------------------------------------------------------------------------------------
(2) Applicable income tax effect 4491 0 3.c.(2)
- -------------------------------------------------------------------------------------------------------------------------

Schedule RI-E--Continued
-----------------------
Year-to-date
-----------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------------------
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. TEXT
B526 B526 0 4.a.
- -------------------------------------------------------------------------------------------------------------------------
b. TEXT
B527 B527 0 4.b.
- -------------------------------------------------------------------------------------------------------------------------
5. Other transactions with parent holding company (from Schedule RI-A, item 11)
(itemize and describe all such transactions):
-----------------------
a. TEXT
4498 4498 0 5.a.
- -------------------------------------------------------------------------------------------------------------------------
b. TEXT
4499 4499 0 5.b.
- -------------------------------------------------------------------------------------------------------------------------
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 4521 0 6.a.
- -------------------------------------------------------------------------------------------------------------------------
b. TEXT
4522 4522 0 6.b.
- -------------------------------------------------------------------------------------------------------------------------
7. Other explanations (the space below is provided for the bank to briefly
describe, at its option, any other significant items affecting the Report
of Income):

No comment [ ] (RIAD 4769)
Other explanations (please type or print clearly):
(TEXT 4769)

Consolidated Report of Condition for Insured Commercial and State-Chartered
Savings Banks for June 30, 2005

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC -- Balance Sheet

Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------
ASSETS
1. Cash and balances due from depository institutions
(from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1) 0081 5 1.a.
b. Interest-bearing balances(2) 0071 30 720 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 82 156 2.b.
3. Federal funds sold and securities purchased under
agreements to resell:
a. Federal funds sold B987 0 3.a.
b. Securities purchased under agreements to resell(3) B989 0 3.b.
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale 5369 0 4.a.
b. Loans and leases, net of unearned income B528 0 4.b.
c. LESS: Allowance for loan and lease losses 3123 0 4.c.
d. Loans and leases, net of unearned income and allowance
(item 4.b minus 4.c) B529 0 4.d.
5. Trading assets (from Schedule RC-D) 3545 0 5.
6. Premises and fixed assets (including capitalized leases) 2145 5 487 6.
7. Other real estate owned (from Schedule RC-M) 2150 0 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding 2155 0 9.
10. Intangible assets:
a. Goodwill 3163 0 10.a.
b. Other intangible assets (from Schedule RC-M) 0426 0 10.b.
11. Other assets (from Schedule RC-F) 2160 28 900 11.
12. Total assets (sum of items 1 through 11) 2170 147 268 12.

- ---------------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
(3) Includes all securities resale agreements, regardless of maturity.

Schedule RC--Continued
- --------------------------------------------------------------------------------
LIABILITIES

13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E) 2200 0 13.a.
(1) Noninterest-bearing(1) 6631 0 13.a.(1)
(2) Interest-bearing 6636 0 13.a.(2)
b. Not applicable
14. Federal funds purchased and securities sold under
agreements to repurchase:
a. Federal funds purchased(2) B993 0 14.a.
b. Securities sold under agreements to repurchase(3) B995 0 14.b.
15. Trading liabilities (from Schedule RC-D) 3548 0 15.
16. Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases) (from Schedule RC-M) 3190 0 16.
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 2920 0 18.
19. Subordinated notes and debentures(4) 3200 0 19.
20. Other liabilities (from Schedule RC-G) 2930 24 683 20.
21. Total liabilities (sum of items 13 through 20) 2948 24 683 21.
22. Minority interest in consolidated subsidiaries 3000 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 3838 0 23.
24. Common stock 3230 50 000 24.
25. Surplus (exclude all surplus related to preferred stock) 3839 50 000 25.
26. a. Retained earnings 3632 22 596 26.a.
b. Accumulated other comprehensive income(5) B530 -11 26.b.
27. Other equity capital components(6) A130 0 27.
28. Total equity capital (sum of items 23 through 27) 3210 122 585 28.
29. Total liabilities, minority interest, and equity capital
(sum of items 21, 22, and 28) 3300 147 268 29.

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 RCON Number
the bank by independent external auditors as of any date during 2004 6724 N/A M.1.

1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank conducted in
with generally accepted auditing standards by a accordance with generally accepted auditing standards
certified public accounting firm which submits a report by a certified public accounting firm (may be required
on the bank by state chartering authority)

2 = Independent audit of the bank's parent holding company 5 = Directors' examination of the bank performed by other
conducted in accordance with generally accepted external auditors (may be required by state chartering
auditing standards by a certified public accounting authority)
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
3 = Attestation on bank management's assertion on the auditors
effectiveness of the bank's internal control over
financial reporting by a certified public accounting 7 = Compilation of the bank's financial statements by
firm external auditors

8 = Other audit procedures (excluding tax preparation work)

9 = No external audit work

- ---------------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item
16,"Other borrowed money."
(3) Includes all securities repurchase agreements, regardless of maturity.
(4) Includes limited-life preferred stock and related surplus.
(5) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges, and minimum
pension liability adjustments.
(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.

Schedule RC-A -- Cash and Balances Due From Depository Institutions

SCHEDULE RC-A IS TO BE COMPLETED ONLY BY BANKS WITH $300 MILLION OR MORE IN
TOTAL ASSETS. Exclude assets held for trading.

Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------
1. Cash items in process of collection, unposted debits, and currency and coin:
a. Cash items in process of collection and unposted debits 0020 N/A 1.a.
b. Currency and coin 0080 N/A 1.b.
2. Balances due from depository institutions in the U.S:
a. U.S. branches and agencies of foreign banks 0083 N/A 2.a.
b. Other commercial banks in the U.S. and other depository institutions
in the U.S. 0085 N/A 2.b.
3. Balances due from banks in foreign countries and foreign central banks:
a. Foreign branches of other U.S. banks 0073 N/A 3.a.
b. Other banks in foreign countries and foreign central banks 0074 N/A 3.b.
4. Balances due from Federal Reserve Banks 0090 N/A 4.
5. Total (sum of items 1 through 4) (must equal Schedule RC, sum of items
1.a and 1.b) 0010 N/A 5.

Schedule RC-B--Securities

Exclude assets held for trading.

Held-to-maturity Available-for-sale
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------------------

1. U.S.Treasury securities 0211 0 0213 0 1286 74 962 1287 74 949 1.

2. U.S.Government agency
obligations (exclude
mortgage-backed
securities):

a. Issued by U.S.
Government agencies(1) 1289 0 1290 0 1291 0 1293 0 2.a.

b. Issued by U.S.
Government-
sponsored agencies(2) 1294 0 1295 0 1297 7 148 1298 7 148 2.b.

3. Securities issued by
states and political
subdivisions in the U.S. 8496 0 8497 0 8498 0 8499 0 3.

- ---------------------
(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.

4. Mortgage-backed
securities (MBS):
a. Pass-through
securities:

(1) Guaranteed by
GNMA 1698 0 1699 0 1701 0 1702 0 4.a.(1)
(2) Issued by FNMA and
FHLMC 1703 0 1705 0 1706 0 1707 0 4.a.(2)
(3) Other pass-
through securities 1709 0 1710 0 1711 0 1713 0 4.a.(3)
b. Other mortgage-
backed securities
(include CMOs,
REMICs, and stripped
MBS):
(1) Issued or guar-
anteed by FNMA,
FHLMC, or GNMA 1714 0 1715 0 1716 0 1717 0 4.b.(1)
(2) Collateralized by
MBS issued or
guaranteed by
FNMA, FHLMC,
or GNMA 1718 0 1719 0 1731 0 1732 0 4.b.(2)
(3) All other
mortgage-backed
securities 1733 0 1734 0 1735 0 1736 0 4.b.(3)
5. Asset-backed securities
(ABS):
a. Credit card
receivables B838 0 B839 0 B840 0 B841 0 5.a.
b. Home equity lines B842 0 B843 0 B844 0 B845 0 5.b.
c. Automobile loans B846 0 B847 0 B848 0 B849 0 5.c.
d. Other consumer
loans B850 0 B851 0 B852 0 B853 0 5.d.
e. Commercial and
industrial loans B854 0 B855 0 B856 0 B857 0 5.e.
f. Other B858 0 B859 0 B860 0 B861 0 5.f.
6. Other debt securities:
a. Other domestic debt
securities 1737 0 1738 0 1739 0 1741 0 6.a.
b. Foreign debt
securities 1742 0 1743 0 1744 0 1746 0 6.b.
7. Investments in mutual
funds and other equity
securities with readily
determinable fair values(1) A510 59 A511 59 7.
8. Total (sum of items 1
through 7) (total of
column A must equal
Schedule RC, item 2.a)
(total of column D must
equal Schedule RC,
item 2.b) 1754 0 1771 0 1772 82 169 1773 82 156 8.
- -----------
(1) Report Federal Reserve stock, Federal Home Loan Bank stock, and bankers'
bank stock in Schedule RC-F, item 4.

Schedule RC-B--Continued

2. Maturity and repricing data for debt securities (1),(2)
(excluding those in nonaccrual status):

a. Securities issued by the U.S. Treasury, U.S.
Government agencies, and states and political
subdivisions in the U.S.; other non-mortgage debt
securities; and mortgage pass-through securities
other than those backed by closed-end first lien
1-4 family residential mortgages with a remaining
maturity or next repricing date of:(3),(4)

(1) Three months or less A549 36 401 M.2.a.(1)

(2) Over three months through 12 months A550 46 696 M.2.a.(2)

(3) Over one year through three years A551 0 M.2.a.(3)

(4) Over three years through five years A552 0 M.2.a.(4)

(5) Over five years through 15 years. A553 0 M.2.a.(5)

(6) Over 15 years A554 0 M.2.a.(6)

b. Mortgage pass-through securities backed by
closed-end first lien 1-4 family residential
mortgages with a remaining maturity or next
repricing date of:(3),(5)

(1) Three months or less A555 0 M.2.b.(1)

(2) Over three months through 12 months A556 0 M.2.b.(2)

(3) Over one year through three years A557 0 M.2.b.(3)

(4) Over three years through five years A558 0 M.2.b.(4)

(5) Over five years through 15 years A559 0 M.2.b.(5)

(6) Over 15 years A560 0 M.2.b.(6)

c. Other mortgage-backed securities (include CMOs,
REMICs, and stripped MBS; exclude mortgage
pass-through securities) with an expected average
life of:(6)

(1) Three years or less A561 0 M.2.c.(1)

(2) Over three years A562 0 M.2.c.(2)

d. Debt securities with a REMAINING MATURITY of one
year or less (included in Memorandum items
2.a through 2.c above) A248 82 097 M.2.d.

3. Amortized cost of held-to-maturity securities sold or
transferred to available-for-sale or trading
securities during the calendar year-to-date (report the
amortized cost at date of sale or transfer) 1778 0 M.3.

4. Structured notes (included in the held-to-maturity and
available-for-sale accounts in Schedule
RC-B, items 2, 3, 5, and 6):

a. Amortized cost 8782 0 M.4.a.

b. Fair value 8783 0 M.4.b.

- ---------------------
(1) Includes held-to-maturity securities at amortized cost and
available-for-sale securities at fair value.
(2) Exclude investments in mutual funds and other equity securities with
readily determinable fair values.
(3) Report fixed rate debt securities by remaining maturity and floating rate
debt securities by next repricing date.
(4) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonaccrual debt
securities in the categories of debt securities reported in Memorandum item
2.a that are included in Schedule RC-N, 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.
(5) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual
mortgage pass-through securities backed by closed-end first lien 1-4 family
residential mortgages included in Schedule RC-N, item 9, column C, must
equal Schedule RC-B, item 4.a, sum of columns A and D, less the amount of
mortgage pass-through securities other than those backed by closed-end
first lien 1-4 family residential mortgages included in Schedule RC-B, item
4.a, columns A and D.
(6) Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual "Other
mortgage-backed securities" included in Schedule RC-N, item 9, column C,
must equal Schedule RC-B, item 4.b, sum of columns A and D.

Schedule RC-C--Loans and Lease Financing Receivables

Part I. Loans and Leases

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

(Column A)
To Be Completed by
Banks with $300 (Column B)
Million or More in To Be Completed by All
Total Assets(1) Banks

Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------------------
1. Loans secured by real estate:

a. Construction, land development, and other land loans 1415 0 1.a.

b. Secured by farmland (including farm residential and other
improvements) 1420 0 1.b.

c. Secured by 1-4 family residential properties:

(1) Revolving, open-end loans secured by 1-4 family
residential properties and extended under lines of credit 1797 0 1.c.(1)

(2) Closed-end loans secured by 1-4 family residential properties:

(a) Secured by first liens 5367 0 1.c.(2)(a)

(b) Secured by junior liens 5368 0 1.c.(2)(b)

d. Secured by multifamily (5 or more) residential properties 1460 0 1.d.

e. Secured by nonfarm nonresidential properties 1480 0 1.e.

2. Loans to depository institutions and acceptances of other banks 1288 0 2.

a. To commercial banks in the U.S.:

(1) To U.S. branches and agencies of foreign banks B532 N/A 2.a.(1)

(2) To other commercial banks in the U.S. B533 N/A 2.a.(2)

b. To other depository institutions in the U.S. B534 N/A 2.b.

c. To banks in foreign countries:

(1) To foreign branches of other U.S. banks B536 N/A 2.c.(1)

(2) To other banks in foreign countries B537 N/A 2.c.(2)

3. Loans to finance agricultural production and other loans to farmers 1590 0 3.

4. Commercial and industrial loans 1766 0 4.

a. To U.S. addressees (domicile) 1763 N/A 4.a.

b. To non-U.S. addressees (domicile) 1764 N/A 4.b.

5. Not applicable

6. Loans to individuals for household, family, and other personal
expenditures (i.e., consumer loans) (includes
purchased paper):

a. Credit cards B538 0 6.a.

b. Other revolving credit plans B539 0 6.b.

c. Other consumer loans (includes single payment, installment,
and all student loans) 2011 0 6.c.

7. Loans to foreign governments and official institutions (including
foreign central banks) 2081 0 7.

8. Obligations (other than securities and leases) of states and
political subdivisions in the U.S. 2107 0 8.

9. Other loans 1563 0 9.

a. Loans for purchasing or carrying securities
(secured and unsecured) 1545 N/A 9.a.

b. All other loans (exclude consumer loans) 1564 N/A 9.b.

10. Lease financing receivables (net of unearned income) 2165 0 10.

a. Of U.S. addressees (domicile) 2182 N/A 10.a.

b. Of non-U.S. addressees (domicile) 2183 N/A 10.b.

11. LESS: Any unearned income on loans reflected in items 1-9 above 2123 0 11.

12. Total loans and leases, net of unearned income (sum of items 1
through 10 minus item 11) (must equal Schedule RC, sum of items
4.a and 4.b) 2122 0 12.

- ---------------
1 The $300 million asset size test is generally based on the total assets
reported on the JUNE 30, 2004, Report of Condition.

Schedule RC-C--Continued
Part I. Continued
Memoranda
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------------
1. Loans and leases restructured and in compliance with modified terms
(included in Schedule RC-C, part I, and not reported as past due or
nonaccrual in Schedule RC-N, Memorandum item 1) (exclude loans secured by
1-4 family residential properties and loans to individuals for household,
family, and other personal expenditures) 1616 0 M.1.

2. Maturity and repricing data for loans and leases
(excluding those in nonaccrual status):
a. Closed-end loans secured by first liens on 1-4 family residential
properties (reported in Schedule RC-C, part I, item 1.c.(2)(a), column B,
above) with a remaining maturity or next repricing date of: (1),(2)

(1) Three months or less A564 0 M.2.a.(1)

(2) Over three months through 12 months A565 0 M.2.a.(2)

(3) Over one year through three years A566 0 M.2.a.(3)

(4) Over three years through five years A567 0 M.2.a.(4)

(5) Over five years through 15 years A568 0 M.2.a.(5)

(6) Over 15 years A569 0 M.2.a.(6)

b. All loans and leases (reported in Schedule RC-C,
part I, items 1 through 10, column B, above)
EXCLUDING closed-end loans secured by first liens
on 1-4 family residential properties (reported in
Schedule RC-C, part I, item 1.c.(2)(a), column B,
above) with a remaining maturity or next repricing
date of: (1),(3)

(1) Three months or less A570 0 M.2.b.(1)

(2) Over three months through 12 months A571 0 M.2.b.(2)

(3) Over one year through three years A572 0 M.2.b.(3)

(4) Over three years through five years A573 0 M.2.b.(4)

(5) Over five years through 15 years A574 0 M.2.b.(5)

(6) Over 15 years A575 0 M.2.b.(6)

c. Loans and leases (reported in Schedule RC-C, part
I, items 1 through 10, column B, above) with
a REMAINING MATURITY of one year or less (excluding
those in nonaccrual status) A247 0 M.2.c.

3. Loans to finance commercial real estate, construction, and land development
activities (NOT SECURED BY REAL ESTATE) included in Schedule RC-C, part I,
items 4 and 9, column B(4) 2746 0 M.3.

4. Adjustable rate closed-end loans secured by first liens on 1-4 family
residential properties (included in Schedule RC-C, part I, item 1.c.(2)(a),
column B) 5370 0 M.4.

5. TO BE COMPLETED BY BANKS WITH $300 MILLION OR MORE IN TOTAL ASSETS:(5) Loans
secured by real estate to non-U.S. addressees (domicile) (included in
Schedule RC-C, part I, items 1.a through 1.e, column B) B837 N/A M.5.

MEMORANDUM ITEM 6 IS TO BE COMPLETED BY BANKS THAT (1) TOGETHER WITH AFFILIATED
INSTITUTIONS, HAVE OUTSTANDING CREDIT CARD RECEIVABLES (AS DEFINED IN THE
INSTRUCTIONS) THAT EXCEED $500 MILLION AS OF THE REPORT DATE OR (2) ARE CREDIT
CARD SPECIALTY BANKS AS DEFINED FOR UNIFORM BANK PERFORMANCE REPORT PURPOSES.

6. Outstanding credit card fees and finance charges
included in Schedule RC-C, part I, item 6.a C391 0 M.6.

- --------------------
1 Report fixed rate loans and leases by remaining maturity and floating rate
loans by next repricing date.
2 Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual
closed-end loans secured by first liens on 1-4 family residential
properties 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 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 B, minus 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.
4 Exclude loans secured by real estate that are included in Schedule RC-C,
part I, item 1.a through 1.e, column B.
5 The $300 million asset size test is generally based on the total assets
reported on the JUNE 30, 2004, Report of Condition.

Schedule RC-C-Continued

Part 11. Loans to Small Businesses and Small Farms

Schedule RC-C, Part II is to be reported only with the June Report of Condition.

Report the number and amount currently outstanding as of June 30 of business
loans with "original amounts" of $1,000,000 or less and farm loans with
"original amounts" of $500,000 or less. The following guidelines should be used
to determine the "original amount" of a loan: (1) For loans drawn down under
lines of credit or loan commitments, the "original amount" of the loan is the
size of the line of credit or loan commitment when the line of credit or loan
commitment was MOST RECENTLY approved, extended, or renewed prior to the report
date. However, if the amount currently outstanding as of the report date exceeds
this size, the "original amount" is the amount currently outstanding on the
report date. (2) For loan participations and syndications, the "original amount"
of the loan participation or syndication is the entire amount of the credit
originated by the lead lender. (3) For all other loans, the "original amount" is
the total amount of the loan at origination or the amount currently outstanding
as of the report date, whichever is larger.

LOANS TO SMALL BUSINESSES
1. Indicate in the appropriate box at the right whether all or
substantially all of the dollar volume of your bank's "Loans
secured by nonfarm nonresidential properties" reported in Schedule
RC-C, part I, item 1.e, AND all or substantially all of the dollar
volume of your bank's "Commercial and industrial loans" reported in
Schedule RC-C, part I, item 4,1 have ORIGINAL AMOUNTS of $100,000
or less (If your bank has no loans
outstanding in BOTH of these two loan categories, place an "X" in the box RCON YES NO
marked "NO.").............................................................. 6999 0

If YES, complete items 2.a and 2.b below, skip items 3 and 4, and go to item 5.
If NO and your bank has loans outstanding in either loan category, skip items
2.a and 2.b, complete items 3 and 4 below, and go to item 5.
if NO and your bank has no loans outstanding in both loan categories, skip items
2 through 4, and go to item 5.

2. Number of Loans
Report the total NUMBER of loans CURRENTLY OUTSTANDING for each of the
following Schedule RC-C, part I, loan categories:
a. "Loans secured by nonfarm nonresidential properties" reported in
Schedule RC-C, part I, item 1.e (Note: Item 1.e divided by the number RCON
of loans should NOT exceed $100,000.).................................. 5562 0 2.A.
b. "Commercial and industrial loans" reported in Schedule RC-C,
part I,
item 4.1 (Note: Item 4,1 divided by the number of loans should NOT
exceed $100,000.)...................................................... 5563 0 2.B.

(Column A) (Column B)
Amount
Currently
Dollar Amounts in Thousands Number of Loans Outstanding

3. Number and amount CURRENTLY OUTSTANDING of "Loans secured by nonfarm RCON RCON Bil Mil Thou
nonresidential properties" reported in Schedule RC-C, part I, item 1.e (sum
of items 3.a through 3.c must be less than or equal to Schedule RC-C, part
I, item 1.e):
a. With ORIGINAL AMOUNTS of $100,000 or less.......................... 5564 0 5565 0 3.a.
b. With ORIGINAL AMOUNTS of more than $100,000 through $250,000....... 5566 0 5567 0 3.b.
c. With ORIGINAL AMOUNTS of more than $250,000 through $1,000,000..... 5568 0 5569 0 3.c.

4. Number and amount CURRENTLY OUTSTANDING of "Commercial and industrial loans" RCON RCON Bil Mil Thou
reported in Schedule RC-C, part I, item 41 (sum of items 4.a through 4.c
must be less than or equal to Schedule RC-C, part I, item 41):
a. With ORIGINAL AMOUNTS of $100,000 or less.......................... 5570 0 5571 0 4.a.
b. With ORIGINAL AMOUNTS of more than $100,000 through $250,000....... 5572 0 5573 0 4.b.
c. With ORIGINAL AMOUNTS of more than $250,000 through $1,000,000..... 5574 0 5575 0 4.c.

- ------------
1 Banks with $300 million or more in total assets should provide the requested
information for "Commercial and industrial loans" based on the loans reported in
Schedule RC-C, part I, item 4.a, column A, "Commercial and industrial loans to
U.S. addressees.

Schedule RC-C-Continued

Part II. Continued

AGRICULTURAL LOANS TO SMALL FARMS
5. Indicate in the appropriate box at the right whether all or
substantially all of the dollar volume of your bank's "Loans
secured by farmland (including farm residential and other
improvements)" reported in Schedule RC-C, part I, item 1.b, AND all
or substantially all of the dollar volume of your bank's "Loans to
finance agricultural production and other loans to farmers"
reported in Schedule RC-C, part I, item 3, have ORIGINAL
AMOUNTS of $100,000 or less (If your bank has no loans outstanding in BOTH RCON YES NO
of these two loan categories, place an "X" in the box marked "NO.")...... 6860 0 5.

If YES, complete items 6.a and 6.b below, and do not complete items 7 and 8.
If NO and your bank has loans outstanding in either loan category, skip items
6.a and 6.b and complete items 7 and 8 below.
If NO and your bank has no loans outstanding in both loan categories, do not
complete items 6 through 8.

6. Report the total NUMBER of loans CURRENTLY OUTSTANDING for each of Number of Loans
the following Schedule RC-C, part I, loan
categories:

a. "Loans secured by farmland (including farm residential and other
improvements)" reported in Schedule RC-C, part 1, item 1.b, (Note: RCON
Item 1.b divided by the number of loans should NOT exceed $100,000.)... 5576 0 6.A.
b. "Loans to finance agricultural production and other loans
to farmers" reported in Schedule RC-C, part I, item 3
(Note: Item 3 divided by the
number of loans should NOT exceed $100,000.) 5577 0 6.B.

(Column A) (Column B)
Amount
Currently
Dollar Amounts in Thousands Number of Loans Outstanding

7. Number and amount CURRENTLY OUTSTANDING of "Loans secured by farmland RCON RCON Bil Mil Thou
(including farm residential and other improvements)" reported in Schedule
RC-C, part I, item 1.b (sum of items 7.a through 7.c must be less than or
equal to Schedule RC-C, part I, item 1.b):
a. With ORIGINAL AMOUNTS of $100,000 or less.......................... 5578 0 5579 0 7.a.
b. With ORIGINAL AMOUNTS of more than $100,000 through $250,000....... 5580 0 5581 0 7.b.
c. With ORIGINAL AMOUNTS of more than $250,000 through $500,000....... 5582 0 5583 0 7.c.

8. Number and amount CURRENTLY OUTSTANDING of "Loans to finance agricultural RCON RCON Bil Mil Thou
production and other loans to farmers" reported in Schedule RC-C, part I,
item 3 (sum of items 8.a through 8.c must be less than or equal to Schedule
RC-C, part I, item 3):
a. With ORIGINAL AMOUNTS of $100,000 or less.......................... 5584 0 5585 0 8.a.
b. With ORIGINAL AMOUNTS of more than $100,000 through $250,000....... 5586 0 5587 0 8.b.
c. With ORIGINAL AMOUNTS of more than $250,000 through $500,000....... 5588 0 5589 0 8.c.

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 RCON Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------------------
ASSETS

1. U.S.Treasury securities 3531 0 1.

2. U.S.Government agency obligations (exclude mortgage-backed securities) 3532 0 2.

3. Securities issued by states and political subdivisions in the U.S. 3533 0 3.

4. Mortgage-backed securities (MBS):

a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA 3534 0 4.a.

b. Other mortgage-backed securities issued or guaranteed by FNMA, FHLMC,
or GNMA (include CMOs, REMICs, and stripped MBS) 3535 0 4.b.

c. All other mortgage-backed securities 3536 0 4.c.

5. Other debt securities 3537 0 5.

6.-8. Not applicable

9. Other trading assets 3541 0 9.

10. Not applicable

11. Derivatives with a positive fair value 3543 0 11.

12. Total trading assets (sum of items 1 through 11) (must equal
Schedule RC, item 5) 3545 0 12.

LIABILITIES RCON Bil Mil Thou
- ----------- -----------------------------

13. Liability for short positions 3546 0 13.

14. Derivatives with a negative fair value 3547 0 14.

15. Total trading liabilities (sum of items 13 and 14) (must equal
Schedule RC, item 15) 3548 0 15.

Schedule RC-E--Deposit Liabilities

Transaction Nontransaction
Accounts Accounts
----------------------------------------------------------------------------
(Column A) (Column B) (Column C)
Total transaction Memo: Total demand Total nontransaction
accounts (including total deposits (included accounts (including
demand deposits) in column A) MMDAs)

Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------------
Deposits of:
1. Individuals, partnerships, and corporations
(include all certified and official checks) B549 0 B550 0 1.

2. U.S.Government 2202 0 2520 0 2.

3. States and political subdivisions in the U.S. 2203 0 2530 0 3.

4. Commercial banks and other depository
institutions in the U.S. B551 0 B552 0 4.

5. Banks in foreign countries 2213 0 2236 0 5.

6. Foreign governments and official institutions
(including foreign central banks) 2216 0 2377 0 6.

7. Total (sum of items 1 through 6) (sum of
columns A and C must equal Schedule RC,
item 13.a) 2215 0 2210 0 2385 0 7.

a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts 6835 0 M.1.a.

b. Total brokered deposits 2365 0 M.1.b.

c. Fully insured brokered deposits (included in Memorandum item 1.b above):

(1) Issued in denominations of less than $100,000 2343 0 M.1.c.(1)

(2) Issued EITHER in denominations of $100,000 OR in denominations
greater than $100,000 and participated out by the broker in shares
of $100,000 or less 2344 0 M.1.c.(2)

d. Maturity data for brokered deposits:

(1) Brokered deposits issued in denominations of
less than $100,000 with a remaining maturity
of one year or less (included in Memorandum item 1.c.(1) above) A243 0 M.1.d.(1)

(2) Brokered deposits issued in denominations of $100,000 or more with
a remaining maturity of one year or less (included in
Memorandum item 1.b above) A244 0 M.1.d.(2)

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 law) (TO
BE COMPLETED FOR THE DECEMBER REPORT ONLY) 5590 N/A M.1.e.

2. Components of total nontransaction accounts (sum of Memorandum items
2.a through 2.c must equal item 7, column C above):

a. Savings deposits:

(1) Money market deposit accounts (MMDAs) 6810 0 M.2.a.(1)

(2) Other savings deposits (excludes MMDAs) 0352 0 M.2.a.(2)

b. Total time deposits of less than $100,000 6648 0 M.2.b.

c. Total time deposits of $100,000 or more 2604 0 M.2.c.

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) Three months or less A579 0 M.3.a.(1)

(2) Over three months through 12 months A580 0 M.3.a.(2)

(3) Over one year through three years A581 0 M.3.a.(3)

(4) Over three years A582 0 M.3.a.(4)

b. Time deposits of less than $100,000 with a
REMAINING MATURITY of one year or less (included in
Memorandum items 3.a.(1) and 3.a.(2) above)(3) A241 0 M.3.b.

4. Maturity and repricing data for time deposits of $100,000 or more:

a. Time deposits of $100,000 or more with a remaining
maturity or next repricing date of: (1), (4)

(1) Three months or less A584 0 M.4.a.(1)

(2) Over three months through 12 months A585 0 M.4.a.(2)

(3) Over one year through three years A586 0 M.4.a.(3)

(4) Over three years A587 0 M.4.a.(4)

b. Time deposits of $100,000 or more with a REMAINING
MATURITY of one year or less (included in
Memorandum items 4.a.(1) and 4.a.(2) above)(3) A242 0 M.4.b.

- -------------------
(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

2. Net deferred tax assets(2) 2148 2 745 2.

3. Interest-only strips receivable (not in the form of a security)(3) on:

a. Mortgage loans A519 0 3.a.

b. Other financial assets A520 0 3.b.

4. Equity securities that DO NOT have readily determinable fair values(4) 1752 3 000 4.

5. All other assets (itemize and describe amounts greater than $25,000 that
exceed 25% of this item) 2168 23 116 5.

a. Prepaid expenses 2166 0 5.a.

b. Cash surrender value of life insurance C009 0 5.b.

c. Repossessed personal property (including vehicles) 1578 0 5.c.

d. Derivatives with a positive fair value held for purposes other than trading C010 0 5.d.

e. Retained interests in accrued interest receivable related to
securitized credit cards C436 0 5.e.

f. (TEXT 3549) ACCOUNTS RECEIVABLE 3549 7 315 5.f.

g. (TEXT 3550) INTERCOMPANY ACCOUNTS RECEIVABLE 3550 15 801 5.g.

h. (TEXT 3551) 3551 0 5.h.

6. Total (sum of items 1 through 5) (must equal Schedule RC, item 11) 2160 28 900 6.

SCHEDULE RC-G--OTHER LIABILITIES

b. Other expenses accrued and unpaid (includes accrued income taxes payable) 3646 19 957 1.b.

2. Net deferred tax liabilities(2) 3049 0 2.

3. Allowance for credit losses on off-balance sheet credit exposures B557 0 3.

4. All other liabilities (itemize and describe amounts greater than
$25,000 that exceed 25% of this item) 2938 4 726 4.

a. Accounts payable 3066 0 4.a.

b. Deferred compensation liabilities C011 0 4.b.

c. Dividends declared but not yet payable 2932 0 4.c.

d. Derivatives with a negative fair value held for purposes other than trading C012 0 4.d.

e. (TEXT 3552) 3552 4 623 4.e.

f. (TEXT 3553) INTERCOMPANY ACCOUNTS PAYABLE 3553 0 4.f.

g. (TEXT 3554) 3554 0 4.g.

5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) 2930 24 683 5.

- ---------------------------
(1) Includes 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) Includes Federal Reserve stock, Federal Home Loan Bank stock, and bankers'
bank stock.
(5) For savings banks, include "dividends" accrued and unpaid on deposits.

SCHEDULE RC-K--QUARTERLY AVERAGES(1)

Dollar Amounts in Thousands RCON Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------------------
ASSETS

1. Interest-bearing balances due from depository institutions 3381 29 717 1.

2. U.S. Treasury securities and U.S. Government agency obligations(2)
(EXCLUDING MORTGAGE-BACKED SECURITIES) B558 81 879 2.

3. Mortgage-backed securities(2) B559 0 3.

4. All other securities (2), (3) (INCLUDES SECURITIES ISSUED BY STATES AND
POLITICAL SUBDIVISIONS IN THE U.S.) B560 79 4.

5. Federal funds sold and securities purchased under agreements to resell 3365 0 5.

6. ITEMS 6.A THROUGH 6.D.(2) ARE TO BE COMPLETED BY ALL BANKS.

Loans:

a. Total loans 3360 0 6.a.

b. Loans secured by real estate 3385 0 6.b.

c. Commercial and industrial loans 3387 0 6.c.

d. Loans to individuals for household, family, and other personal expenditures:

(1) Credit cards B561 0 6.d.(1)

(2) Other (includes single payment, installment, all student loans, and
revolving credit plans other than credit cards) B562 0 6.d.(2)

7. TO BE COMPLETED BY BANKS WITH $100 MILLION OR MORE IN TOTAL ASSETS:(4)

Trading assets 3401 0 7.

8. Lease financing receivables (net of unearned income) 3484 0 8.

9. Total assets(5) 3368 131 728 9.

LIABILITIES

10. Interest-bearing transaction accounts (NOW accounts, ATS accounts,
and telephone and preauthorized transfer accounts) (exclude demand deposits) 3485 0 10.

11. Nontransaction accounts:

a. Savings deposits (INCLUDES MMDAs) B563 0 11.a.

b. Time deposits of $100,000 or more A514 0 11.b.

c. Time deposits of less than $100,000 A529 0 11.c.

12. Federal funds purchased and securities sold under agreements to repurchase 3353 0 12.

13. TO BE COMPLETED BY BANKS WITH $100 MILLION OR MORE IN TOTAL ASSETS:(4)

Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases) 3355 0 13.

Memorandum
Dollar Amounts in Thousands RCON Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------------
1. MEMORANDUM ITEM 1 IS TO BE COMPLETED BY:(4)

o BANKS WITH $300 MILLION OR MORE IN TOTAL ASSETS, AND
o BANKS WITH LESS THAN $300 MILLION IN TOTAL ASSETS THAT HAVE LOANS TO
FINANCE AGRICULTURAL PRODUCTION AND OTHER LOANS TO FARMERS (SCHEDULE
RC-C, PART I, ITEM 3) EXCEEDING FIVE PERCENT OF TOTAL LOANS.

Loans to finance agricultural production and other loans to farmers 3386 0 M.1.

- ---------------------------
(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 asset size tests and the five percent of total loans test are generally
based on the total assets and total loans reported on the JUNE 30, 2004,
Report of Condition.
(5) 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.

a. Revolving, open-end lines secured by 1-4 family
residential properties, e.g., home equity
lines 3814 0 1.a.

b. Credit card lines 3815 0 1.b.

c. (1) Commitments to fund commercial real estate, construction,
and land development loans secured by real estate 3816 0 1.c.(1)

(2) Commitments to fund commercial real estate, construction, and
land development loans NOT secured by real estate 6550 0 1.c.(2)

d. Securities underwriting 3817 0 1.d.

e. Other unused commitments 3818 0 1.e.

2. Financial standby letters of credit 3819 0 2.

a. Amount of financial standby letters of credit conveyed to others 3820 0 2.a.

3. Performance standby letters of credit 3821 0 3.

a. Amount of performance standby letters of credit conveyed to others 3822 0 3.a.

4. Commercial and similar letters of credit 3411 0 4.

5. TO BE COMPLETED BY BANKS WITH $100 MILLION OR MORE IN TOTAL ASSETS:(1)
Participations in acceptances (as described in the instructions) conveyed
to others by the reporting bank 3428 0 5.

6. Securities lent (including customers' securities lent where the
customer is indemnified against loss by the reporting bank) 3433 0 6.

7. Credit derivatives:

a. Notional amount of credit derivatives on which the
reporting bank is the guarantor A534 0 7.a.

(1) Gross positive fair value C219 0 7.a.(1)

(2) Gross negative fair value C220 0 7.a.(2)

b. Notional amount of credit derivatives on which the
reporting bank is the beneficiary A535 0 7.b.

(1) Gross positive fair value C221 0 7.b.(1)

(2) Gross negative fair value C222 0 7.b.(2)

8. Spot foreign exchange contracts 8765 0 8.

9. All other off-balance sheet liabilities (exclude derivatives)
(itemize and describe each component of this item over 25%
of Schedule RC, item 28, "Total equity capital") 3430 0 9.

a. Securities borrowed 3432 0 9.a.

b. Commitments to purchase when-issued securities 3434 0 9.b.

c. (TEXT 3555) 3555 0 9.c.

d. (TEXT 3556) 3556 0 9.d.

e. (TEXT 3557) 3557 0 9.e.

10. All other off-balance sheet assets (exclude
derivatives) (itemize and describe each component of
this item over 25% of Schedule RC, item 28, "Total equity capital") 5591 0 10.

a. Commitments to sell when-issued securities 3435 0 10.a.

b. (TEXT 5592) 5592 0 10.b.

c. (TEXT 5593) 5593 0 10.c.

d. (TEXT 5594) 5594 0 10.d.

e. (TEXT 5595) 5595 0 10.e.

11. Year-to-date merchant credit card sales volume: RCON Bil Mil Thou
--------------------------
a. Sales for which the reporting bank is the acquiring bank C223 0 11.a.

b. Sales for which the reporting bank is the agent bank with risk C224 0 11.b.

Schedule RC-L--Continued

Dollar Amounts in Thousands (Column A) (Column B) (Column C)
--------------------------- Interest Rate Foreign Exchange Equity Derivative
Contracts Contracts Contracts
-----------------------------------------------------------------
Derivatives Position Indicators Tril Bil Mil Thou Tril Bil Mil Thou Tril Bil Mil Thou
--------------------------------------------------------------------------------------------------------------

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): RCON 8693 RCON 8694 RCON 8695

a. Futures contracts 0 0 0

RCON 8697 RCON 8698 RCON 8699

b. Forward contracts 0 0 0

c. Exchange-traded option contracts: RCON 8701 RCON 8702 RCON 8703

(1) Written options 0 0 0

RCON 8705 RCON 8706 RCON 8707

(2) Purchased options 0 0 0

d. Over-the-counter option contracts: RCON 8709 RCON 8710 RCON 8711

(1) Written options 0 0 0

RCON 8713 RCON 8714 RCON 8715

(2) Purchased options 0 0 0

RCON 3450 RCON 3826 RCON 8719

e. Swaps 0 0 0

13. Total gross notional amount of RCON A126 RCON A127 RCON 8723
derivative contracts held for trading 0 0 0

14. Total gross notional amount of
derivative contracts held for RCON 8725 RCON 8726 RCON 8727
purposes other than trading 0 0 0

a. Interest rate swaps where the
bank has agreed to pay a RCON A589
fixed rate 0

15. Gross fair values of derivative contracts

a. Contracts held for trading: RCON 8733 RCON 8734 RCON 8735

(1) Gross positive fair value 0 0 0

RCON 8737 RCON 8738 RCON 8739

(2) Gross negative fair value

b. Contracts held for purposes other 0 0 0
than trading: RCON 8741 RCON 8742 RCON 8743

(1) Gross positive fair value 0 0 0

RCON 8745 RCON 8746 RCON 8747

(2) Gross negative fair value 0 0 0

(Column D)
Commodity and
Dollar Amounts in Thousands Other Contracts
--------------------------- ---------------
Derivatives Position Indicators Tril Bil Mil Thou
-----------------------------------------------------------------

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): RCON 8696

a. Futures contracts 0 12.a.

RCON 8700

b. Forward contracts 0 12.b.

c. Exchange-traded option contracts: RCON 8704

(1) Written options 0 12.c.(1)

RCON 8708

(2) Purchased options 0 12.c.(2)

d. Over-the-counter option contracts: RCON 8712

(1) Written options 0 12.d.(1)

RCON 8716

(2) Purchased options 0 12.d.(2)

RCON 8720

e. Swaps 0 12.e.

13. Total gross notional amount of RCON 8724
derivative contracts held for trading 0 13.

14. Total gross notional amount of
derivative contracts held for RCON 8728
purposes other than trading 0 14.

a. Interest rate swaps where the
bank has agreed to pay a
fixed rate 14.a.

15. Gross fair values of derivative contracts

a. Contracts held for trading: RCON 8736

(1) Gross positive fair value 0 15.a.(1)

RCON 8740

(2) Gross negative fair value

b. Contracts held for purposes other 0 15.a(2)
than trading: RCON 8744

(1) Gross positive fair value 0 15.b.(1)

RCON 8748

(2) Gross negative fair value 0 15.b.(2)

- ---------------------
(1) The $100 million asset size test is generally based on the total assets
reported in the JUNE 30, 2004, Report of Condition.

Schedule RC-M--Memoranda

Dollar Amounts in Thousands RCON Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------------
1. Extensions of credit by the reporting bank to its
executive officers, directors, principal shareholders,
and their related interests as of the report date:

a. Aggregate amount of all extensions of credit to all
executive officers, directors, principal
shareholders, and their related interests 6164 0 1.a.

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 Number
purpose in agency regulations 6165 0 1.b.

2. Intangible assets other than goodwill:

a. Mortgage servicing assets 3164 0 2.a.

(1) Estimated fair value of mortgage servicing assets A590 0 2.a.(1)

b. Purchased credit card relationships and nonmortgage servicing assets B026 0 2.b.

c. All other identifiable intangible assets 5507 0 2.c.

d. Total (sum of items 2.a, 2.b, and 2.c) (must equal Schedule RC, item 10.b) 0426 0 2.d.

3. Other real estate owned:

a. Direct and indirect investments in real estate ventures 5372 0 3.a.

b. All other real estate owned:

(1) Construction, land development, and other land 5508 0 3.b.(1)

(2) Farmland 5509 0 3.b.(2)

(3) 1-4 family residential properties 5510 0 3.b.(3)

(4) Multifamily (5 or more) residential properties 5511 0 3.b.(4)

(5) Nonfarm nonresidential properties 5512 0 3.b.(5)

c. Total (sum of items 3.a and 3.b) (must equal Schedule RC, item 7) 2150 0 3.c.

4. Investments in unconsolidated subsidiaries and associated companies:

a. Direct and indirect investments in real estate ventures 5374 0 4.a.

b. All other investments in unconsolidated subsidiaries and associated companies 5375 0 4.b.

c. Total (sum of items 4.a and 4.b) (must equal Schedule RC, item 8) 2130 0 4.c.

5. Other borrowed money:

a. Federal Home Loan Bank advances:

(1) With a remaining maturity of one year or less(1) 2651 0 5.a.(1)

(2) With a remaining maturity of more than one year through three years B565 0 5.a.(2)

(3) With a remaining maturity of more than three years B566 0 5.a.(3)

b. Other borrowings:

(1) With a remaining maturity of one year or less B571 0 5.b.(1)

(2) With a remaining maturity of more than one year through three years B567 0 5.b.(2)

(3) With a remaining maturity of more than three years B568 0 5.b.(3)

c. Total (sum of items 5.a.(1) through 5.b.(3))(must
equal Schedule RC, item 16) 3190 0 5.c.

Yes No
6. Does the reporting bank sell private label or third party mutual funds and annuities? B569 X 6.

RCON Bil Mil Thou
--------------------------
7. Assets under the reporting bank's management in proprietary mutual funds and annuities B570 0 7.

8. Primary Internet Web site address of the bank (home page), if any
(Example:www.examplebank.com)
(TEXT 4087) http://www.DEUTSCHE-BANK.COM 8.

9. Do any of the bank's Internet Web sites have transactional capability, i.e, allow the Yes No
bank's customers to execute transactions on their accounts through the Web site? 4088 X 9.

- --------------------
(1) Includes overnight Federal Home Loan Bank advances.

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

(Column A) (Column B) (Column C)
Past Due Past Due 90 Nonaccrual
30 through 89 days or more
days and still and still
accruing accruing
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------------------

1. Loans secured by real estate:

a. Construction, land development, and other
land loans 2759 0 2769 0 3492 0 1.a.

b. Secured by farmland 3493 0 3494 0 3495 0 1.b.

c. Secured by 1-4 family residential properties:

(1) Revolving, open-end loans secured by
1-4 family residential properties and
extended under lines of credit 5398 0 5399 0 5400 0 1.c.(1)

(2) Closed-end loans secured by 1-4 family
residential properties:
(a) Secured by first liens C236 0 C237 0 C229 0 1.c.(2)(a)
(b) Secured by junior liens C238 0 C239 0 C230 0 1.c.(2)(b)

d. Secured by multifamily (5 or more) residential
properties 3499 0 3500 0 3501 0 1.d.

e. Secured by nonfarm nonresidential
properties: 3502 0 3503 0 3504 0 1.e.

2. Loans to depository institutions and
acceptances of other banks B834 0 B835 0 B836 0 2.

3. Not applicable

4. Commercial and industrial loans 1606 0 1607 0 1608 0 4.

5. Loans to individuals for household, family, and
other personal expenditures:

a. Credit cards B575 0 B576 0 B577 0 5.a.

b. Other (includes single payment, installment,
all student loans, and revolving credit plans
other than credit cards) B578 0 B579 0 B580 0 5.b.

6. Loans to foreign governments and official
institutions 5389 0 5390 0 5391 0 6.

7. All other loans(1) 5459 0 5460 0 5461 0 7.

8. Lease financing receivables 1226 0 1227 0 1228 0 8.

9. Debt securities and other assets (exclude
other real estate owned and other repossessed assets) 3505 0 3506 0 3507 0 9.
- -----------------------------------------------------------------------------------------------------------------------------------

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.

RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
-----------------------------------------------------------------

10. Loans and leases reported in items 1 through 8
above which are wholly or partially guaranteed
by the U.S. Government 5612 0 5613 0 5614 0 10.

a. Guaranteed portion of loans and leases
included in item 10 above (exclude rebooked
"GNMA loans") 5615 0 5616 0 5617 0 10.a.

B. REBOOKED "GNMA LOANS THAT HAVE BEEN
REPURCHASED OR ARE ELIGIBLE FOR REPURCHASE
INCLUDED IN ITEM 10 ABOVE C866 0 C867 0 C868 0 10.b.

- ------------
1 Includes past due and nonaccrual "Loans to finance agricultural production
and other loans to farmers," "Obligations (other than securities and leases) of
states and political subdivisions in the U.S.," and "Other loans."

Schedule RC-N--Continued

(Column A) (Column B)
Past due 30 through Past due 90 days or
89 days and still more and still (Column C)
Memoranda accruing accruing Nonaccrual
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------------------------
1. Restructured loans and leases included in Schedule
RC-N, items 1 through 8, above (and not reported in
Schedule RC-C, Part I, Memorandum item 1) 1658 0 1659 0 1661 0 M.1.

2. Loans to finance commercial real estate, construction,
and land development activities (NOT SECURED BY REAL
ESTATE) included in Schedule RC-N, items 4 and 7, above 6558 0 6559 0 6560 0 M.2.

3. MEMORANDUM ITEMS 3.A THROUGH 3.D ARE TO BE COMPLETED BY
BANKS WITH $300 MILLION OR MORE IN TOTAL ASSETS:(1)

a. Loans secured by real estate to non-U.S. addressees
(domicile) (included in Schedule RC-N, item 1, above) 1248 N/A 1249 N/A 1250 N/A M.3.a

b. Loans to and acceptances of foreign banks (included
in Schedule RC-N, item 2, above) 5380 N/A 5381 N/A 5382 N/A M.3.b.

c. Commercial and industrial loans to non-U.S.
addressees (domicile) (included in Schedule RC-N,
item 4, above) 1254 N/A 1255 N/A 1256 N/A M.3.c.

d. Lease financing receivables of non-U.S. addressees
(domicile) (included in Schedule RC-N, item 8, above) 1271 N/A 1272 N/A 1791 N/A M.3.d.

4. MEMORANDUM ITEM 4 IS TO BE COMPLETED BY:(1)

O BANKS WITH $300 MILLION OR MORE IN TOTAL ASSETS

O BANKS WITH LESS THAN $300 MILLION IN TOTAL ASSETS THAT
HAVE LOANS TO FINANCE AGRICULTURAL PRODUCTION AND OTHER
LOANS TO FARMERS (SCHEDULE RC-C, PART I, ITEM 3)
EXCEEDING FIVE PERCENT OF TOTAL LOANS:

Loans to finance agricultural production and
other loans to farmers
(included in Schedule RC-N, item 7,
above) 1594 0 1597 0 1583 0 M.4.

5. Loans and leases held for sale (included in Schedule
RC-N, items 1 through 8, above) C240 0 C241 0 C226 0 M.5.

(Column A) (Column B)
Past due 30 through Past due 90 days or
89 days more
RCON Bil Mil Thou RCON Bil Mil Thou
------------------------------------------

MEMORANDUM ITEM 6 IS TO BE COMPLETED BY BANKS
WITH $300 MILLION OR MORE IN TOTAL ASSETS:(1)

6. Interest rate, foreign exchange rate, and other
commodity and equity contracts:
Fair value of amounts carried as assets 3529 N/A 3530 N/A M.6.

- -------------------
(1) The $300 million asset size test and the five percent of total loans test
are generally based on the total assets and total loans reported on the
JUNE 30, 2004, Report of Condition.

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

a. Actual amount of all unposted debits 0030 0 1.a.
OR

b. Separate amount of unposted debits:
(1) Actual amount of unposted debits to demand deposits 0031 0 1.b.(1)
(2) Actual amount of unposted debits to time and savings deposits(1) 0032 0 1.b.(2)

2. Unposted credits (see instructions):

a. Actual amount of all unposted credits 3510 0 2.a.
OR

b. Separate amount of unposted credits:
(1) Actual amount of unposted credits to demand deposits 3512 0 2.b.(1)
(2) Actual amount of unposted credits to time and savings deposits(1) 3514 0 2.b.(2)

3. Uninvested trust funds (cash) held in bank's own trust department
(not included in total deposits) 3520 0 3.

4. Deposits of consolidated subsidiaries (not included in total deposits):

a. Demand deposits of consolidated subsidiaries 2211 0 4.a.

b. Time and savings deposits(1) of consolidated subsidiaries 2351 0 4.b.

c. Interest accrued and unpaid on deposits of consolidated subsidiaries 5514 0 4.c.

5. Not applicable

6. Reserve balances actually passed through to the
Federal Reserve by the reporting bank on behalf of its
respondent depository institutions that are also
reflected as deposit liabilities of the reporting
bank:

a. Amount reflected in demand deposits (included in Schedule RC-E,
item 7, column B) 2314 0 6.a.

b. Amount reflected in time and savings deposits(1) (included in Schedule
RC-E, item 7, column A or C, but not column B) 2315 0 6.b.

7. Unamortized premiums and discounts on time and savings deposits:(1),(2)

a. Unamortized premiums 5516 0 7.a.

b. Unamortized discounts 5517 0 7.b.

8. TO BE COMPLETED BY BANKS WITH "OAKAR DEPOSITS."

a. Deposits purchased or acquired from other
FDIC-insured institutions during the quarter:
(1) Total deposits purchased or acquired from other
FDIC-insured institutions during the
quarter A531 0 8.a.(1)
(2) Amount of purchased or acquired deposits reported in
item 8.a.(1) above attributable to a
secondary fund (i.e., BIF members report deposits
attributable to SAIF; SAIF members report
deposits attributable to BIF) A532 0 8.a.(2)

b. Total deposits sold or transferred to other
FDIC-insured institutions during the quarter A533 0 8.b.

9. Deposits in lifeline accounts 5596 N/A 9.

10. Benefit-responsive "Depository Institution
Investment Contracts" (included in total deposits) 8432 0 10.

- ---------------------------
(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-O--Continued

a. Amount by which demand deposits would be reduced
if the reporting bank's reciprocal demand
balances with the domestic offices of U.S. banks and
savings associations and insured
branches in Puerto Rico and U.S. territories and
possessions that were reported on a gross
basis in Schedule RC-E had been reported on a net basis 8785 0 11.a.

b. Amount by which demand deposits would be
increased if the reporting bank's reciprocal
demand balances with foreign banks and foreign
offices of other U.S. banks (other than insured
branches in Puerto Rico and U.S. territories and
possessions) that were reported on a net basis in
Schedule RC-E had been reported on a gross basis A181 0 11.b.

c. Amount by which demand deposits would be reduced
if cash items in process of collection were
included in the calculation of the reporting
bank's net reciprocal demand balances with the
domestic offices of U.S. banks and savings
associations and insured branches in Puerto Rico
and U.S. territories and possessions in Schedule
RC-E A182 0 11.c.

12. Amount of assets netted against deposit
liabilities on the balance sheet (Schedule RC) in
accordance with generally accepted accounting
principles (exclude amounts related to reciprocal
demand balances):

a. Amount of assets netted against demand deposits A527 0 12.a.

b. Amount of assets netted against time and savings deposits A528 0 12.b.

Memoranda (TO BE COMPLETED EACH QUARTER EXCEPT AS NOTED)
Dollar Amounts in Thousands RCON Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------------
1. Total deposits of the bank (sum of Memorandum
items 1.a.(1) and 1.b.(1) must equal Schedule RC,
item 13.a):

a. Deposit accounts of $100,000 or less:(1)

(1) AMOUNT of deposit accounts of $100,000 or less 2702 0 M.1.a.(1)

(2) NUMBER of deposit accounts of $100,000 or less Number
(TO BE COMPLETED FOR THE JUNE REPORT ONLY) 3779 N/A M.1.a.(2)

b. Deposit accounts of more than $100,000:(1)

(1) AMOUNT of deposit accounts of more than $100,000 2710 0 M.1.b.(1)
Number
(2) NUMBER of deposit accounts of more than $100,000 2722 0 M.1.b.(2)

MEMORANDUM ITEM 2 IS TO BE COMPLETED BY ALL BANKS.
2. Estimated amount of uninsured deposits (see instructions) 5597 0 M.2.
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: RCON FDIC Cert No.
(TEXT A545) A545 0 M.3.

- ---------------
(1) The dollar amounts used as the basis for reporting in Memoranda items 1.a
and 1.b reflect the deposit insurance limits in effect on the report date.

Schedule RC-R--Regulatory Capital

Dollar Amounts in Thousands RCON Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------------------
TIER 1 CAPITAL

1. Total equity capital (from Schedule RC, item 28) 3210 122 585 1.

2. LESS: Net unrealized gains (losses) on available-for-sale securities(1)
(if a gain, report as a positive value; if a loss, report as a negative value) 8434 -11 2.

3. LESS: Net unrealized loss on available-for-sale EQUITY securities(1)
(report loss as a POSITIVE value) A221 0 3.

4. LESS: Accumulated net gains (losses) on cash flow hedges(1)
(if a gain, report as a positive value; if a loss, report as a negative value) 4336 0 4.

5. LESS: Nonqualifying perpetual preferred stock B588 0 5.

6. Qualifying minority interests in consolidated subsidiaries B589 0 6.

7. LESS: Disallowed goodwill and other disallowed intangible assets B590 0 7.

8. Subtotal (sum of items 1 and 6, less items 2, 3, 4, 5, and 7) C227 122 596 8.

9. a. LESS: Disallowed servicing assets and purchased credit card relationships B591 0 9.a.

b. LESS: Disallowed deferred tax assets 5610 0 9.b.

10. Other additions to (deductions from) Tier 1 capital B592 0 10.

11. Tier 1 capital (sum of items 8 and 10, less items 9.a and 9.b) 8274 122 596 11.

TIER 2 CAPITAL

12. Qualifying subordinated debt and redeemable preferred stock 5306 0 12.

13. Cumulative perpetual preferred stock includible in Tier 2 capital B593 0 13.

14. Allowance for loan and lease losses includible in Tier 2 capital 5310 0 14.

15. Unrealized gains on available-for-sale equity securities includible in Tier 2 capital 2221 0 15.

16. Other Tier 2 capital components B594 0 16.

17. Tier 2 capital (sum of items 12 through 16) 5311 0 17.

18. Allowable Tier 2 capital (lesser of item 11 or 17) 8275 0 18.

19. Tier 3 capital allocated for market risk 1395 0 19.

20. LESS: Deductions for total risk-based capital B595 0 20.

21. Total risk-based capital (sum of items 11, 18, and 19, less item 20) 3792 122 596 21.

TOTAL ASSETS FOR LEVERAGE RATIO

22. Average total assets (from Schedule RC-K, item 9) 3368 131 728 22.

23. LESS: Disallowed goodwill and other disallowed intangible assets (from item 7 above) B590 0 23.

24. LESS: Disallowed servicing assets and purchased credit card relationships
(from item 9.a above) B591 0 24.

25. LESS: Disallowed deferred tax assets (from item 9.b above) 5610 0 25.

26. LESS: Other deductions from assets for leverage capital purposes B596 0 26.

27. Average total assets for leverage capital purposes (item 22 less items 23 through 26) A224 131 728 27.

ADJUSTMENTS FOR FINANCIAL SUBSIDIARIES

28. a. Adjustment to Tier 1 capital reported in item 11 C228 0 28.a.

b. Adjustment to total risk-based capital reported in item 21 B503 0 28.b.

29. Adjustment to risk-weighted assets reported in item 62 B504 0 29.

30. Adjustment to average total assets reported in item 27 B505 0 30.

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

31. Tier 1 leverage ratio(2) 7273 0 . 0 0 7204 9 3 . 0 7 31.

32. Tier 1 risk-based capital ratio(3) 7274 0 . 0 0 7206 6 5 . 1 2 32.

33. Total risk-based capital ratio(4) 7275 0 . 0 0 7205 6 5 . 1 2 33.

- ----------------
(1) Report amount included in Schedule RC, item 26.b, "Accumulated other
compreensive income."
(2) The ratio for column B is item 11 divided by item 27. The ratio for column A
is item 11 minus item 28.a divided by (item 27 minus item 30).
(3) The ratio for column B is item 11 divided by item 62. The ratio for column A
is item 11 minus item 28.a divided by (item 62 minus item 29).
(4) The ratio for column B is item 21 divided by item 62. The ratio for column A
is item 21 minus item 28.b divided by (item 62 minus item 29).

Schedule RC-R--Continued

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
SCHEDULE to
RC) Risk- Allocation by Risk Weight Category
Weighting 0% 20% 50% 100%
Dollar Amounts in Thousands Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE SHEET ASSET CATEGORIES

34. Cash and balances due from
depository institutions
(Column A equals the sum of
Schedule RC items 1.a RCON 0010 RCON C869 RCON B600 RCON B601 RCON B602
and 1.b) 30 725 0 4 30 721 0 34.

RCON 1754 RCON B603 RCON B604 RCON B605 RCON B606 RCON B607
35. Held-to-maturity securities 0 0 0 0 0 0 35.

RCON 1773 RCON B608 RCON B609 RCON B610 RCON B611 RCON B612
36. Available-for-sale securities 82 156 -13 74 962 7 207 0 0 36.

37. Federal funds sold and
securities purchased under RCON C225 RCON C063 RCON C064 RCON B520
agreements to resell 0 0 0 0 37.

RCON 5369 RCON B617 RCON B618 RCON B619 RCON B620 RCON B621
38. Loans and leases held for sale 0 0 0 0 0 0 38.

39. Loans and leases, net of RCON B528 RCON B622 RCON B623 RCON B624 RCON B625 RCON B626
unearned income 0 0 0 0 0 0 39.

40. LESS: Allowance for loan RCON 3123 RCON 3123
and lease losses 0 0 40.

RCON 3545 RCON B627 RCON B628 RCON B629 RCON B630 RCON B631
41. Trading assets 0 0 0 0 0 0 41.

RCON B639 RCON B640 RCON B641 RCON B642 RCON B643 RCON 5339
42. All other assets(1) 34 387 0 3 000 15 768 0 15 619 42.

43. Total assets (sum of items RCON 2170 RCON B644 RCON 5320 RCON 5327 RCON 5334 RCON 5340
34 through 42) 147 268 -13 77 966 53 696 0 15 619 43.

- -----------------
(1) Includes premises and fixed assets, other real estate owned, investments in
unconsolidated subsidiaries and associated companies, customers' liability
on acceptance outstanding, intangible assets, and other assets.

Schedule RC-R--Continued

(Column A) Credit (Column B) (Column C) (Column D) (Column E) (Column F)
Face Value Conversion Credit
Dollar or Factor Equivalent Allocation by Risk Weight Category
Amounts Notional Amount(1) ----------------------------------
in Amount 0% 20% 50% 100%
Thousands Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------------------
DERIVATIVES AND OFF-BALANCE
SHEET ITEMS
44. Financial standby RCON B546 RCON B547 RCON B548 RCON B581 RCON B582 RCON B583
letters of credit 0 1.00 or 12.5(2) 0 0 0 0 0 44.

45. Performance standby RCON 3821 RCON B650 RCON B651 RCON B652 RCON B653 RCON B654
letters of credit 0 0.50 0 0 0 0 0 45.

46. Commercial and similar RCON 3411 RCON B655 RCON B656 RCON B657 RCON B658 RCON B659
letters of credit 0 0.20 0 0 0 0 0 46.

47. Risk participations
in bankers acceptances
acquired by the
reporting RCON 3429 RCON B660 RCON B661 RCON B662 RCON B663
institution 0 1.00 0 0 0 0 47.

RCON 3433 RCON B664 RCON B665 RCON B666 RCON B667 RCON B668
48. Securities lent 0 1.00 0 0 0 0 0 48.

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

50. Recourse and direct credit
substitutes (other than
financial standby letters
of credit) subject to the
low-level exposure rule
and residual interests
subject to a dollar-
for-dollar RCON B541 RCON B542 RCON B543
capital requirement 0 12.5(3) 0 0 50.

51. All other financial RCON B675 RCON B676 RCON B677 RCON B678 RCON B679 RCON B680
assets sold with recourse 0 1.00 0 0 0 0 0 51.

52. All other off-balance RCON B681 RCON B682 RCON B683 RCON B684 RCON B685 RCON B686
sheet liabilities 0 1.00 0 0 0 0 0 52.

53. Unused commitments with an
original maturity RCON 3833 RCON B687 RCON B688 RCON B689 RCON B690 RCON B691
exceeding one year 0 0.50 0 0 0 0 0 53.

RCON A167 RCON B693 RCON B694 RCON B695
54. Derivative contracts 0 0 0 0 54.

- -------------------
(1) Column A multiplied by credit conversion factor.
(2) For financial standby letters of credit to which the low-level exposure rule
applies, use a credit conversion factor of 12.5 or an institution-specific
factor. For other financial standby letters of credit, use a credit
conversion factor of 1.00. See instructions for further information.
(3) Or institution-specific factor.

Schedule RC-R--Continued

(Column C) (Column D) (Column E) (Column F)
Allocation by Risk Weight Category
----------------------------------
0% 20% 50% 100%
Dollar Amounts in Thousands Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------------------
TOTALS
55. Total assets, derivatives, and
off-balance sheet items by risk RCON B696 RCON B697 RCON B698 RCON B699
weight category (for each column, 77 966 53 696 0 15 619 55.
sum of items 43 through 54) x 0% x 20% x 50% x 100% 56.

56. Risk weight factor

57. Risk-weighted assets by risk
weight category (for each column, RCON B700 RCON B701 RCON B702 RCON B703
item 55 multiplied by item 56) 0 0 10 739 0 15 619 57.

RCON 1651
58. Market risk equivalent assets 0 58.

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 RCON B704
F, and item 58) 26 358 59.

60. LESS: Excess allowance for loan
and lease losses RCON A222
0 60.

RCON 3128
61. LESS: Allocated transfer risk reserve 0 61.

62. Total risk-weighted assets (item RCON A223
59 minus items 60 and 61) 22 043 62.

Memoranda
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------------------
1. Current credit exposure across all derivative contracts
covered by the risk-based capital standards. 8764 0 M.1.

With a remaining maturity of
--------------------------------------------------------------------------------
(Column B)
(Column A) Over one year (Column C)
One year or less through five years Over five years
RCON Tril Bil Mil Thou RCON Tril Bil Mil Thou RCON Tril Bil Mil Thou
2. Notional principal amounts of
derivative contracts:(1)

a. Interest rate contracts 3809 0 8766 0 8767 0 M.2.a.
b. Foreign exchange contracts 3812 0 8769 0 8770 0 M.2.b.
c. Gold contracts 8771 0 8772 0 8773 0 M.2.c.
d. Other precious metals contracts 8774 0 8775 0 8776 0 M.2.d.
e. Other commodity contracts 8777 0 8778 0 8779 0 M.2.e.
f. Equity derivative contracts A000 0 A001 0 A002 0 M.2.f.

- ------------
(1) 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 Card Auto Other Commercial and All Other
Residential Equity Receivables Loans Consumer Industrial Loans and
Loans Lines Loans Loans All Leases
Dollar Amounts in Thousands Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------------------------
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 RCON B705 RCON B706 RCON B707 RCON B708 RCON B709 RCON B710 RCON B711
enhancements 0 0 0 0 0 0 0 1.

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. Credit-enhancing interest-only
strips (included in Schedules
RC-B or RC-F or in RCON B712 RCON B713 RCON B714 RCON B715 RCON B716 RCON B717 RCON B718
Schedule RC, item 5) 0 0 0 0 0 0 0 2.a.

b. Subordinated securities, and
other residual RCON C393 RCON C394 RCON C395 RCON C396 RCON C397 RCON C398 RCON C399
interests 0 0 0 0 0 0 0 2.b.

c. Standby letters of credit RCON C400 RCON C401 RCON C402 RCON C403 RCON C404 RCON C405 RCON C406
and other enhancements 0 0 0 0 0 0 0 2.c.

3. Reporting bank's unused
commitments to provide
liquidity to structures RCON B726 RCON B727 RCON B728 RCON B729 RCON B730 RCON B731 RCON B732
reported in item 1 0 0 0 0 0 0 0 3.

4. Past due loan amounts included
in item 1: RCON B733 RCON B734 RCON B735 RCON B736 RCON B737 RCON B738 RCON B739
a. 30-89 days past due 0 0 0 0 0 0 0 4.a.
RCON B740 RCON B741 RCON B742 RCON B743 RCON B744 RCON B745 RCON B746

b. 90 days or more past due 0 0 0 0 0 0 0 4.b.

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): RIAD B747 RIAD B748 RIAD B749 RIAD B750 RIAD B751 RIAD B752 RIAD B753
a. Charge-offs 0 0 0 0 0 0 0 5.a.

RIAD B754 RIAD B755 RIAD B756 RIAD B757 RIAD B758 RIAD B759 RIAD B760
b. Recoveries 0 0 0 0 0 0 0 5.b.

6. Amount of ownership (or
seller's) interests carried as:

a. Securities (included in
Schedule RC-B or in RCON B761 RCON B762 RCON B763
Schedule RC, item 5) 0 0 0 6.a.
RCON B500 RCON B501 RCON B502
b. Loans (included in Schedule RC-C) 0 0 0 6.b.

7. Past due loan amounts included in
interests reported in item 6.a: RCON B764 RCON B765 RCON B766

a. 30-89 days past due 0 0 0 7.a.

RCON B767 RCON B768 RCON B769
b. 90 days or more past due 0 0 0 7.b.

8. Charge-offs and recoveries on
loan amounts included in
interests reported in item 6.a
(calendar year-to-date): RIAD B770 RIAD B771 RIAD B772

a. Charge-offs 0 0 0 8.a.

RIAD B773 RIAD B774 RIAD B775
b. Recoveries 0 0 0 8.b.

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 RCON B776 RCON B777 CON B778 RCON B779 RCON B780 RCON B781 RCON B782
other enhancements 0 0 0 0 0 0 0 9.

10. Reporting bank's unused
commitments to provide liquidity
to other institutions' RCON B783 RCON B784 RCON B785 RCON B786 RCON B787 RCON B788 RCON B789
securitization structures 0 0 0 0 0 0 0 10.

BANK ASSET SALES
11. Assets sold with recourse or
other seller-provided
credit enhancements and not
securitized by the RCON B790 RCON B791 RCON B792 RCON B793 RCON B794 RCON B795 RCON B796
reporting bank 0 0 0 0 0 0 0 11.

12. Maximum amount of credit
exposure arising from
recourse or other seller-
provided credit enhancements
provided to assets reported in RCON B797 RCON B798 RCON B799 RCON B800 RCON B801 RCON B802 RCON B803
item 11 0 0 0 0 0 0 0 12.

Memoranda
Dollar Amounts in Thousands RCON Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------------------
1. Small business obligations transferred with recourse
under Section 208 of the Riegle Community Development
and Regulatory Improvement Act of 1994:
a. Outstanding principal balance A249 0 M.1.a.
b. Amount of retained recourse on these obligations as of the report date A250 0 M.1.b.

2. Outstanding principal balance of assets serviced for others:
a. 1-4 family residential mortgages serviced with
recourse or other servicer-provided credit
enhancements B804 0 M.2.a.
b. 1-4 family residential mortgages serviced with no
recourse or other servicer-provided credit
enhancements B805 0 M.2.b.
c. Other financial assets(1) A591 0 M.2.c.

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) Conduits sponsored by the bank, a bank affiliate, or the bank's holding company B806 0 M.3.a.(1)
(2) Conduits sponsored by other unrelated institutions B807 0 M.3.a.(2)
b. Unused commitments to provide liquidity to conduit
structures:
(1) Conduits sponsored by the bank, a bank affiliate, or the bank's holding company B808 0 M.3.b.(1)
(2) Conduits sponsored by other unrelated institutions B809 0 M.3.b.(2)

4. Outstanding credit card fees and finance charges
included in Schedule RC-S, item 1, column C(2) C407 0 M.4.
- -----------------------
(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.
(2) Memorandum item 4 is to be completed by banks that (1) together with
affiliated institutions, have outstanding credit card receivables (as
defined in the instructions) that exceed $500 million as of the report
date or (2) are credit card specialty banks as defined for Uniform Bank
Performance Report purposes.

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.

RCON YES NO
1. Does the institution have fiduciary powers? (If "NO," do not complete Schedule RC-T) A345 X 1.

RCON YES NO
2. Does the institution exercise the fiduciary powers it has been granted? A346 X 2.

3. Does the institution have any fiduciary or related
activity (in the form of assets or accounts) to
report in this schedule? (If "NO," do not complete the RCON YES NO
rest of Schedule RC-T.) B867 X 3.

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 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 10 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 of Number of
Managed Non-Managed Managed Non-Managed
Assets Assets Accounts Accounts
Dollar Amounts in Thousands Tril Bil Mil Thou Tril Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------------------
FIDUCIARY AND RELATED ASSETS RCON B868 RCON B869 RCON B870 RCON B871
4. Personal trust and agency accounts 251 310 12 546 117 2 4.

5. Retirement related trust and agency accounts:
RCON B872 RCON B873 RCON B874 RCON B875

a. Employee benefit--defined contribution 0 0 0 0 5.a.
RCON B876 RCON B877 RCON B878 RCON B879

b. Employee benefit--defined benefit 0 0 0 0 5.b.
RCON B880 RCON B881 RCON B882 RCON B883

c. Other retirement accounts 3 734 0 10 0 5.c.
RCON B884 RCON B885 RCON C001 RCON C002

6. Corporate trust and agency accounts 0 18 232 122 0 4,242 6.
RCON B886 RCON B888

7. Investment management agency accounts 273 470 78 7.
RCON B890 RCON B891 RCON B892 RCON B893

8. Other fiduciary accounts 0 0 0 0 8.
RCON B894 RCON B895 RCON B896 RCON B897

9. Total fiduciary accounts (sum of items 4 through 8) 528 514 18 244 668 205 4,244 9.

RCON B898 RCON B899
10. Custody and safekeeping accounts 0 0 10.

11. Not Applicable

Schedule RC-T--Continued

Dollar Amounts in Thousands RIAD Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------------------
FIDUCIARY AND RELATED SERVICES INCOME

12. Personal trust and agency accounts B904 12.

12. Retirement related trust and agency accounts:

a. Employee benefit--defined contribution B905 13.a.

b. Employee benefit--defined benefit B906 13.b.

c. Other retiremenet accounts B907 13.c.

14. Corporate trust and agency accounts A479 14.

15. Investment management agency accounts B908 15.

16. Other fiduciary accounts A480 16.

17. Custody and safekeeping accounts B909 17.

18. Other fiduciary and related services income B910 18.

19. Total gross fiduciary and related services income
(sum of items 12 through 18) (must equal
Schedule RI, item 5.a) 4070 19.

20. Less: Expenses C058 20.

21. Less: Net losses from fiduciary and related services A488 21.

22. Plus: Intracompany income credits for fiduciary
and related services B911 22.

23. Net fiduciary and related services income A491 23.

Memoranda Managed Assets
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------------------
1. Managed assets held in personal trust and agency accounts:

a. Non-interest bearing deposits B913 N/A M.1.a.

b. Interest-bearing deposits B914 N/A M.1.b.

c. U.S. Treasury and U.S. Government agency obligations B915 N/A M.1.c.

d. State, county and municipal obligations B916 N/A M.1.d.

e. Money market mutual funds B917 N/A M.1.e.

f. Other short-term obligations B918 N/A M.1.f.

g. Other notes and bonds B919 N/A M.1.g.

h. Common and preferred stocks B920 N/A M.1.h.

i. Real estate mortgages B921 N/A M.1.i.

j. Real estate B922 N/A M.1.j.

k. Miscellaneous assets B923 N/A M.1.k.

l. Total managed assets held in personal trust
and agency accounts (sum of
Memorandum items 1.a through 1.k)
(must equal Schedule RC-T, item 4,
column A) B868 M.1.l.

(Column A) (Column B)
Number of Principal
Issues Amount Outstanding
Dollar Amounts in Thousands RCON Tril Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------------------
2. Corporate trust and agency accounts: RCON B928

a. Corporate and municipal trusteeships B927 N/A N/A M.2.a.

b. Transfer agent, registrar, paying
agent, and other corporate agency B929 N/A M.2.b

Schedule RC-T--Continued

(Column A) (Column B)
Number of Market
Memoranda--Continued Funds Value of Fund Assets
Dollar Amounts in Thousands RCON RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------------------

3. Collective investment funds and common trust funds:

a. Domestic equity B931 N/A B932 N/A M.3.a.
b. International/Global equity B933 N/A B934 N/A M.3.b.
c. Stock/Bond blend B935 N/A B936 N/A M.3.c.
d. Taxable bond B937 N/A B938 N/A M.3.d.
e. Municipal bond B939 N/A B940 N/A M.3.e.
f. Short term investments/Money market B941 N/A B942 N/A M.3.f.
g. Specialty/Other B943 N/A B944 N/A M.3.g.
h. Total collective investment funds (sum of
Memorandum items 3.a through 3.g) B945 N/A B946 N/A M.3.h.

(Column A) (Column B) (Column C)
Gross Losses Gross Losses Recoveries
Managed Non-Managed
Accounts Accounts
Dollar Amounts in Thousands RIAD Mil Thou RIAD Mil Thou RIAD Mil Thou
- ----------------------------------------------------------------------------------------------------------------------------------
4. Fiduciary settlements, surcharges, and other losses:

a. Personal trust and agency accounts B947 B948 B949 M.4.a.
b. Retirement related trust and agency accounts B950 B951 B952 M.4.b.
c. Investment management agency accounts B953 B954 B955 M.4.c.
d. Other fiduciary accounts and related services B956 B957 B958 M.4.d.
e. Total fiduciary settlements, surcharges, and
other losses (sum of Memorandum items 4.a
through 4.d) (sum of columns A and B minus
column C must equal Schedule RC-T, item 21) B959 B960 B961 M.4.e.

Person to whom questions about Schedule RC-T--Fiduciary and Related Services
should be directed:

_______________________________________________________________________________
Name and Title (TEXT B962)

_______________________________________________________________________________
E-mail Address (TEXT B926)

___________________________________ _______________________________________
Telephone: Area code/phone number/ FAX: Area code/phone number (TEXT B964)
extension (TEXT B963)

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.

No comment [ ] (RCON 6979)

BANK MANAGEMENT STATEMENT (PLEASE TYPE OR PRINT CLEARLY):
(TEXT 6980)

THIS PAGE IS TO BE COMPLETED BY ALL BANKS
- --------------------------------------------------------------------------------
NAME AND ADDRESS OF BANK |
| OMB No. for OCC: 1557-0081
| OMB No. for FDIC: 3064-0052
| OMB No. for Federal Reserve: 7100-0036
| Expiration Date: 3/31/2007
|
| SPECIAL REPORT
| (Dollar Amounts in Thousands)
|
|
|
|----------------------------------------
|CLOSE OF BUSINESS| FDIC Certificate Number
|DATE | | | | | |
| | | | | | |
- --------------------------------------------------------------------------------
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 RCON
since the previous Call Report date 3561 0 a.

b. Total dollar amount of above loans RCON
(in thousands of dollars) 3562 0 b.

c. Range of interest charged on above loans
-----------------------------------------
RCON | | RCON |
(example: 9 3/4% = 9.75) 7701 0 . 0 0 |% to| 7702 0 . 0 0 |% c.
- --------------------------------------------------------------------------------
SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO | DATE (Month, Day, Year)
SIGN REPORT |
|
|
- --------------------------------------------------------------------------------


CALIFORNIA	333-126443	33-0705301
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1401 Dove Street Newport Beach, California		92660
(Address of Principal Executive Offices)		(Zip Code)

IMH ASSETS CORP.


By:	/s/ Richard J. Johnson
Name:		Richard J. Johnson
Title:		CFO

(a)	Not applicable
(b)	Not applicable
(c)	Exhibits:
	25.1	Statement of Eligibility of Deutsche Bank National Trust Company on Form T-1 under the Trust Indenture Act of 1939 of a corporation designated to act as Trustee.

Office of the Comptroller

1114 Avenue of the

of the Currency

Americas, Suite 3900

New York, New York 10036