AMENDED AND RESTATED SUBACCOUNTING AGREEMENT
Exhibit 10.2
NOTE:
PORTIONS OF THIS EXHIBIT INDICATED BY “[***]” ARE SUBJECT TO A CONFIDENTIAL
TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED
COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT
REQUEST.
AMENDED
AND RESTATED
This
AMENDED AND RESTATED SUBACCOUNTING AGREEMENT (the “Agreement”) is made and
entered into by and among UNITED WESTERN BANK® (f/k/a Matrix Capital Bank), a
federal savings bank (“Bank”), EQUITY TRUST COMPANY, a South Dakota trust
company (“ETC”), EQUITY ADMINISTRATIVE SERVICES, INC., an Ohio corporation
(“EAS”), and STERLING ADMINISTRATIVE SERVICES, LLC, a Texas limited liability
company (“SAS” and, collectively with EAS, the “Companies”), as of this 27th day of
June, 2009 (the “Effective Date”) (the Companies, ETC and Bank referred to
herein each as a “Party” and collectively the “Parties”).
WHEREAS,
EAS and Bank previously entered into an Amended and Restated Subaccounting
Agreement effective as of March 1, 2009 (the “Current Subaccounting Agreement”)
wherein, among other things, EAS provides certain subaccounting services to Bank
and Bank pays fees to EAS for such services pursuant to the terms of the Current
Subaccounting Agreement; and
WHEREAS,
ETC, SAS, Sterling Trust Company, an affiliate of Bank (“Sterling”), and United
Western Bancorp, Inc., the parent corporation of Bank (“UWBK”), are parties to
an Asset Purchase Agreement, dated April 7, 2009 (the “Purchase Agreement”),
pursuant to which ETC and SAS have agreed to acquire from Sterling its
individual retirement and qualified plan business;
WHEREAS,
the Companies provide (or will provide) certain administrative management
services to ETC; and
WHEREAS,
ETC, as custodian, provides custodial and business services to individual
participants’ accounts in employee benefit plans, individual retirement plans
and other qualified plan accounts (hereinafter referred to as “Custodial
Accounts”) (and such individual participants of these Custodial Accounts are
hereinafter referred to as “Custodial Account Holders”); and
WHEREAS,
the Companies and ETC have opened and will open various accounts with Bank (the
“Bank Accounts”) for the benefit of Custodial Account Holders; and
WHEREAS,
the regulations of the FDIC provide that deposit account records of an insured
bank must disclose the existence of a relationship that provides the basis for
additional insurance, and the details of that relationship must be ascertainable
from the records of the insured bank or the records of the account customer;
and
WHEREAS,
the Companies and ETC desire that the funds maintained in the Bank Accounts be
insured to the fullest extent provided by law for each Custodial Account and
Custodial Account Holder, and consequently records and statements must be
prepared for each Custodial Account Holder regarding the status of each
Custodial Account which is within and a part of each Bank Account;
and
WHEREAS,
Bank could provide account holder record-keeping for the Custodial Accounts and
Custodial Account Holders or obtain such services from a third-party provider;
and
WHEREAS,
the Companies are willing to act as agent for Bank to provide Custodial Account
Holder record-keeping and certain other services with respect to the account
activity by Custodial Accounts and balances maintained in the Bank Accounts by
the individual Custodial Accounts; and
Page 1 of
8
WHEREAS,
Bank and the Companies believe it appropriate to enter into an agreement that
provides for the Companies to act as agent for Bank to provide account holder
record-keeping and certain other services for the Custodial Accounts and the
Custodial Account Holders, for which Bank will pay a fee to the Companies based
upon the number of Custodial Accounts at Bank and the aggregate monthly balance
of such Custodial Accounts, in light of the amount of record keeping services
and other associated services to be provided by the Companies with respect to
the Custodial Accounts.
NOW,
THEREFORE, in consideration of the mutual promises herein contained, and for
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, it is mutually agreed as follows:
1. From the
Effective Date until termination hereof, the Companies and/or ETC shall maintain
various Bank Accounts on behalf of the Custodial Account Holders in accordance
with the terms and conditions hereof. Notwithstanding the obligations
regarding deposit requirements that are set forth in Section 10, the Companies
and ETC may withdraw from the Bank Accounts an aggregate amount not exceeding
$100 million in the event the Companies and/or ETC desire to move such amount to
a financial institution in which the following individuals either collectively
or individually have acquired “control” of such financial institution (“control”
shall have the meanings ascribed to it pursuant to 12 CFR 574.4): Xxxxxxx X.
Xxxxxx, Xxxxxxx Xxxxxx and Xxxxxxx X. Xxxxxx and/or any entities controlled by
or for the benefit of any of them (such institution, the “Desich Financial
Institution” and such parties, the “Desich Parties”). Any withdrawals
allowed in this Section 1 must not exceed $25 million in the aggregate during
any calendar quarter. Bank shall indicate in its records that the
Bank Accounts are maintained by the Companies in a fiduciary or custodial
capacity for the benefit of the individual Custodial Account Holders, and shall
further indicate that the delineation of Custodial Account Holders’ interests in
the Bank Accounts at any particular time is maintained by the
Companies. The aggregate balances in the Bank Accounts of the
Companies, ETC and their affiliates shall not exceed $1 billion without the
prior written approval of Bank.
2. Each
Company shall maintain separate accounting and record-keeping for each of its
Custodial Accounts which have balances in the Bank Accounts. Each Company shall
be responsible for providing such accounting and record-keeping services as
agent for Bank. The Companies and ETC, jointly and severally, represent and
warrant, covenant and agree that each of the Companies, ETC and each of the
Custodial Accounts is, and at all times will continue to be, in compliance with
the applicable provisions of 12 CFR Part 204 (Regulation D relating to
interest on deposits) and 12 CFR Part 230 (Regulation DD, Truth in Savings
Act). The Companies, on behalf of the Custodial Account Holders,
shall issue instructions to Bank, by wire transfer, check or other appropriate
means acceptable to the Companies and Bank, regarding transactions involving
funds in the Bank Accounts. Bank shall be entitled to rely upon such
instructions and Bank shall have no liability for any act or omission hereunder
while acting in good faith. Bank shall have no duty to act in regard to the Bank
Accounts in the absence of such instructions.
3. Bank
shall provide customary banking services to the Bank Accounts. It is understood
and agreed that Bank shall be responsible under this Agreement for the servicing
of the Bank Accounts and not for servicing the individual Custodial Accounts.
Bank shall furnish to each Company on a monthly basis a bank statement for each
Bank Account as requested by such Company. Such statements shall be mailed by
Bank or be made available to the applicable Company on the third business day
following the close of the period being reported.
4. The
Companies, as agents for Bank, shall provide account holder record-keeping and
certain other services for the Custodial Accounts and Custodial Account Holders
as follows:
a.
|
Deposits
to the Bank Accounts from all Custodial
Accounts;
|
Page
2 of 8
[* * *] —
CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
WITH RESPECT TO THE OMITTED PORTIONS.
b.
|
Withdrawals
from the Bank Accounts for all Custodial
Accounts;
|
c.
|
Accounting
services provided to all Custodial
Accounts;
|
d.
|
data
processing services required for sub-account administration of the Bank
Accounts; and
|
e.
|
Monthly
statements, notices and disclosures in compliance with all applicable
federal and state laws and
regulations.
|
5. The
Companies shall furnish to Bank by the fifteenth (15th) day of each month a
trial balance which reflects the account number, name, type of account and
account balance of existing Custodial Accounts (the “Active Accounts”) in the
Bank Accounts as of the last business day of the preceding month. Such report
shall be accompanied by a summary which is signed and certified as true and
accurate by the chief financial officer of the Companies or his/her
designate. This report shall be used to determine the fee Bank shall
pay to the Companies for the account holder record-keeping services the
Companies provide hereunder.
6. Within
ten (10) days after receipt of the monthly report referred to in Section 5
above, Bank shall pay to the Companies a monthly fee equal to $[***] multiplied
by the number of Active Accounts, as determined by the provisions of Section 5.
Notwithstanding anything to the contrary contained herein, in no event shall the
aggregate monthly fee exceed a percentage yield with respect to the Bank
Accounts equal to the applicable Contract Variable Rate as set forth in Exhibit
“A” attached hereto (the “Contract Variable Rate”). It is understood
and agreed that such fee is intended to compensate the Companies for their prior
month’s record-keeping services in connection with the Active Accounts. No other
fees of any nature shall be due to the Companies for services provided
hereunder.
7. Upon
reasonable written notice to the Companies, upon Bank’s request, Bank shall have
the right to make a physical audit at any time of Companies’ books and records
relevant to the matters covered by this Agreement to verify the accuracy of the
Companies’ monthly report of the number of Custodial Accounts within each Bank
Account and other matters deemed relevant by Bank. Bank shall not make more than
four (4) such audits in each calendar year.
8. Bank
personnel will be made available, as reasonably requested, to consult with the
Companies in coordinating its operations pursuant to this
Agreement.
9. Any
amendment to this Agreement shall be valid only if in writing and signed by all
of the Parties. The term of this Agreement shall be for a period beginning as of
the Effective Date and continuing until the later of (a) the fifth anniversary
of the Effective Date or (b) the date all amounts owing under the Seller
Financing (as defined in the Purchase Agreement) have been paid in full (the
“Term”). Upon the expiration of the Term or any renewal thereof (the
date of such expiration, the “Termination Date”), this Agreement shall
automatically renew for successive one-year periods unless sixty (60) days prior
to the applicable Termination Date (or the anniversary date of any subsequent
Termination Date) the Companies or Bank provide written notice of their intent
to terminate this Agreement. In the event the Companies terminate
this Agreement, as provided for in this Section 9, then for a period of six (6)
months following such Termination Date, the Companies and ETC may withdraw up to
one-sixth (1/6th) of the
aggregate balances in the Bank Accounts existing as of the Termination Date at
the end of each calendar month following the Termination Date. Any
balances remaining in the Bank Accounts after such six-month period may be
withdrawn at any time thereafter. Notwithstanding any termination of
this Agreement, all rights, obligations, terms and conditions of this Agreement
shall remain in effect with respect to any cash balances in the Bank Accounts
until such balances have been fully withdrawn or distributed.
10. During
the first three (3) years of the Term, the Companies and ETC agree that Bank
shall be the sole depository pursuant to this Agreement of cash balances for the
Custodial Accounts. During the
Page 3 of
8
[* * *] —
CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
WITH RESPECT TO THE OMITTED PORTIONS.
remaining
portion of the Term and during any renewal thereof, the Companies and ETC agree
that they shall deposit with Bank pursuant to this Agreement cash balances of
Custodial Accounts in an amount at least equal to (x) an amount equal to the
Final Deposit Amount (as defined by and finally determined in accordance with
the Purchase Agreement) or (y) the aggregate amount of all the cash balances of
the Custodial Accounts, whichever is lesser. If, however, the
Companies and/or ETC acquire Custodial Accounts with cash balances over $[***]
in connection with the acquisition of a custodial, trustee or similar business
or other bulk acquisition of Custodial Accounts, and the Companies and/or ETC
are required or otherwise obligated to maintain deposits relating to the
acquired business or accounts with another financial or depository institution
in connection with such transaction, then the Companies and/or ETC shall be
permitted to maintain such deposits with such other financial or depository
institution notwithstanding anything herein to the contrary.
Notwithstanding anything to the
contrary herein, written consent of the Bank is required prior to the Companies
and ETC participating out Bank Account deposits to any other federally insured
bank or saving and loan institution chartered by an agency of the federal
government or any state government (“Third Party Banks”). The Companies will
take all reasonable or necessary actions to open such accounts at Third Party
Banks, including, without limitation, the execution and delivery of new account
forms and other customary and reasonably necessary documents required by Bank or
any Third Party Bank, to allow the participation of Bank Account deposits as
provided for herein. Bank acknowledges that Custodial Account Holders have the
right, at their sole option, to direct the Companies and ETC to deposit their
respective funds with another depository institution; however, ETC and the
Companies will use commercially reasonable efforts to have cash balances
relating to Custodial Accounts retained at Bank (or a Third Party Bank if Bank
has consented to participate out any or all of the Custodial Deposits as
provided above). In the event that Bank consents to participate out the deposits
in the Bank Accounts with a Third Party Bank that pays a deposit rate that is in
excess of the applicable Contract Variable Rate as then in effect, the
Companies, on the one hand, and Bank, on the other hand, will split the benefit
of the difference between such higher rate and the applicable Contract Variable
Rate 50/50. In the event that the deposit rate being paid on the deposits being
participated by a Third Party Bank occurs at a rate that is less than the
applicable Contract Variable Rate, Bank shall be responsible for making the
Companies whole for the difference between such Contract Variable Rate and such
lower rate. The terms of this paragraph shall not adversely affect
any rights of the Custodial Account Holders.
11. Notwithstanding
Sections 9 or 10 above, upon a breach by Companies or ETC of any covenant,
agreement, promise or representation or warranty contained herein, Bank may
terminate this Agreement upon ten (10) days prior written notice to the
Companies. Upon the breach by Bank of any covenant, agreement, promise or
representation or warranty contained herein, the Companies or ETC may terminate
this Agreement at any time upon ten (10) days prior written notice to Bank. In
addition, upon receipt by any Party of any written instruction, enforcement or
other action by any regulatory agency with enforcement authority over either
Bank, the Companies or ETC, indicating that this Agreement, in whole or in part,
violates any applicable regulation to which either Company, ETC or Bank is
subject, now or at any time during the term of this Agreement, this Agreement
shall terminate upon the expiration of ten (10) days after receipt of such
written instruction, order or notice by any Party. The Party receiving such
notice shall, within three (3) business days of receipt, provide such notice to
the other Parties. This Agreement may be terminated by the Companies or ETC upon
thirty (30) days prior written notice to Bank after receipt by the Companies or
ETC of a rating report published by IDC Financial Publishing, Inc. indicating a
composite rank for Bank of 74 or lower.
12. Bank
shall indemnify and hold harmless the Companies and ETC and each of their
respective agents, affiliates and employees from all suits, actions, costs,
expenses (including reasonable attorneys’ fees), judgments or claims of any
character, type or description brought, incurred or made arising from or
relating to the gross negligence or willful misconduct of Bank in the execution
of or performance of this Agreement; provided that Bank shall have no liability
to the Companies or ETC under this Section 12 for any acts or omissions taken or
not taken in good faith by Bank.
13. The
Companies and ETC shall jointly indemnify and hold harmless Bank and its agents,
affiliates and employees from all suits, actions, costs, expenses (including
reasonable attorneys’ fees),
Page 4 of
8
judgments
or claims of any character, type or description brought, incurred or made (“Bank
Costs”) arising from or relating to: (A) the gross negligence or willful
misconduct of the Companies or ETC, as agent for Bank, in the execution of or
performance of this Agreement; and (B) any claim or assertion by any
customer of the Companies or ETC, including but not limited to a Custodial
Account Holder, relating to any Custodial Account or any service provided by the
Companies or ETC to any customer of the Companies or ETC, including but not
limited to a Custodial Account Holder, provided that the foregoing
indemnification in subparagraph (B) shall not apply to the extent the Bank Costs
result directly from the gross negligence or willful misconduct of
Bank.
14. The
Companies or ETC and not Bank is the custodian to the Custodial Account Holders
who have interests in the Bank Accounts. Bank shall have no fiduciary or
custodial obligation to any Custodial Account Holders who have interests in a
Bank Account. In particular, Bank shall have no responsibility for any
bookkeeping or record-keeping functions of the Companies or ETC on behalf of any
Custodial Account Holder or for receipt or disposition of funds in the Bank
Accounts; provided, however, that Bank shall honor the Companies’ or ETC’s
written instructions regarding disposition of the Bank Accounts.
15. This
Agreement and the account documents entered into between the Parties relating to
the Bank Accounts (the “Account Documents”) contain the entire understanding of
the Parties with respect to the subject matter hereof, and supersede all prior
agreements and understandings relating to the subject matter hereof. References
herein to this Agreement shall include all schedules and exhibits hereto. In the
event of any conflict between the provisions hereof and the Account Documents,
the provisions of this Agreement shall control. Upon execution of this Agreement
and effective as of the Effective Date, the Current Subaccounting Agreement and
any prior subaccounting agreements between the Parties shall be null and void
and of no further force and effect; however, the indemnification provisions in
the Current Subaccounting Agreement with respect to matters occurring before the
Effective Date shall survive and inure to the benefit of the Parties and their
successors and assigns. Nothing in this Agreement shall limit or otherwise
impair any indemnification rights of any party under the Purchase Agreement,
notwithstanding anything herein to the contrary.
16. This
Agreement may be executed by the Parties in separate counterparts, each of which
when so executed and delivered shall be an original, but all such counterparts
shall together constitute but one and the same instrument. Any provision of this
Agreement that is invalid, illegal or unenforceable shall not affect in any way
the remaining provisions hereof.
17. This
Agreement shall be governed by the laws of the United States of America and the
applicable laws of the State of Colorado.
18. Any
notices provided for under this Agreement shall be in writing delivered by mail,
fax or overnight delivery to:
If
to: Equity Administrative Services,
Inc.
000 Xxxxx Xxxx
Xxxxxx, XX 00000
Phone: (000)
000-0000
Fax: (000) 000-0000
Contact: Xxxxxxx X.
Xxxxxx
If
to: Equity Trust Company
000 Xxxxx Xxxx
Xxxxxx, XX 00000
Phone: (000)
000-0000
Fax: (000) 000-0000
Contact: Xxxxxxx X. Xxxxxx
Page 5 of
8
If
to: United Western
Bank®
000 00xx Xxxxxx,
Xxxxx 0000
Xxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Contact: Xxxxxx X.
Xxxxxx
19. The
Parties acknowledge that the terms of this Agreement, including all of its
exhibits and other attachments, contain confidential commercial and financial
information of the Parties, the public disclosure of which would have a material
adverse effect on the Parties’ respective businesses. Accordingly,
without the prior written consent of the other Parties or except as may be
required by law (including without limitation applicable regulations of the
Securities and Exchange Commission (the “SEC”)) or legal proceeding, no Party
shall, nor shall any Party permit any of its respective officers, directors,
parent companies or other affiliates to, make any public announcement or
disclosure with respect to this Agreement, including any of its exhibits or
other attachments, or any of the terms hereof, or publicly disclose this
Agreement, including any of its exhibits or other attachments, or any of the
terms hereof, to any third party. If any such public announcement or
disclosure by a Party (the “Disclosing Party”), or by any of the Disclosing
Party’s officers, directors, parent companies or other affiliates, is required
by law or legal proceeding, then the Disclosing Party shall use its commercially
reasonable efforts to seek an appropriate protective order, confidential
treatment order or agreement, or other similar remedy with respect to the terms
of this Agreement (or such portions hereof as may reasonably be
protected pursuant to applicable regulations) and to maintain and/or renew any
such order, agreement or remedy so that it shall remain in effect through the
term of this Agreement and for a period of three years after the expiration or
other termination hereof. In connection with seeking, maintaining or
renewing any such order, agreement or remedy, unless prohibited by applicable law or
regulation, (i) the Parties shall cooperate with each other in connection
with any request, filing or other submission with the applicable governmental
entity, including the SEC, (ii) the Disclosing Party shall keep the other
Parties informed in all material respects of any material communication received
from, or given to, such governmental entity, and (iii) the Parties shall consult
with each other in advance of any meeting or conference with such governmental
entity. The rights and obligations of this section shall
survive the expiration or other termination of this Agreement.
[Signature
page follows.]
Page 6 of
8
The
foregoing Agreement has been executed as of the date and year first written
above.
EQUITY ADMINISTRATIVE SERVICES,
INC.
|
|
By: /s/
Xxxxxxx Xxxxxx
|
|
Name: Xxxxxxx
Xxxxxx
|
|
Title:
Chairman
|
|
STERLING ADMINISTRATIVE SERVICES,
LLC
|
|
By: /s/
Xxxxxxx Xxxxxx
|
|
Name: Xxxxxxx
Xxxxxx
|
|
Title:
Chairman
|
|
EQUITY TRUST
COMPANY
|
|
By: /s/ Xxxxxxx
Xxxxxx
|
|
Name: Xxxxxxx
Xxxxxx
|
|
Title: CEO
|
|
UNITED WESTERN
BANK
|
|
By: /s/
Xxxx X. Xxxxxx
|
|
Name: Xxxx X.
Xxxxxx
|
|
Title: President
&
CEO
|
Page 7 of
8
EXHIBIT
“A”
To the
Amended and Restated Subaccounting Agreement, effective as of March 1,
2009,
by and
among United Western Bank, Equity Trust Company, Equity Administrative Services,
Inc. and Sterling Administrative Services, LLC (the “Agreement”)
Definitions
Contract Variable Rate- The
maximum annual percentage rate to be paid by Bank on the Bank Accounts. The
Contract Variable Rate is
established by reference to the target rate for overnight federal funds as
announced from time to time and at any time by the Open Market Committee of the
Federal Reserve Board of Governors (the “Federal Target Rate”) as shown on the
attached table. The sum of the Earnings Credit Rate and the Pass
Though Rate equal the Contract Variable Rate as in effect from time to time. In
no event shall the aggregate monthly account fee as set forth in Section 6 of
the Agreement exceed a percentage yield with respect to the Bank Accounts equal
to the Contract Variable Rate as
in effect from time to time.
Pass Through Rate- The rate
of interest actually paid and credited to the Bank Accounts as adjusted from
time to time based on the then prevailing Federal Target Rate and passed though
and paid by ETC and/or the Companies on the Custodial Accounts for the benefit
of the Custodial Account Holders.
Earnings Credit Rate- An
annual percentage rate resulting from subtracting the Pass Through Rate from the
Contract Variable Rate and used to arrive at the monthly percentage
rate.
The
Contract Variable Rate, the Earnings Credit Rate and the Pass Through Rate
(subject to the limitation in Section 6 of the Agreement) shall be adjusted from
time to time in accordance with the schedule below based upon the then current
Federal Target Rate of interest as published in the Money Section of The Wall Street Journal on
the last business day of the month preceding the month during which the Contract Variable Rate will be
calculated.
102746984.4
Page 8
of 8
[* * *] — CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED
PORTIONS.
to the Amended and
Restated Subaccounting Agreement
effective 27th day of
June, 2009
Contract Variable Rate
Table
Federal Reserve Target Rate for
Overnight Federal
Funds*
|
Contract Variable
Rate
|
Earnings Credit
Rate
|
Pass-through
Rate
|
0.00%
|
[***]
|
[***]
|
[***]
|
0.25%
|
[***]
|
[***]
|
[***]
|
0.50%
|
[***]
|
[***]
|
[***]
|
0.75%
|
[***]
|
[***]
|
[***]
|
1.00%
|
[***]
|
[***]
|
[***]
|
1.25%
|
[***]
|
[***]
|
[***]
|
1.50%
|
[***]
|
[***]
|
[***]
|
1.75%
|
[***]
|
[***]
|
[***]
|
2.00%
|
[***]
|
[***]
|
[***]
|
2.25%
|
[***]
|
[***]
|
[***]
|
2.50%
|
[***]
|
[***]
|
[***]
|
2.75%
|
[***]
|
[***]
|
[***]
|
3.00%
|
[***]
|
[***]
|
[***]
|
3.25%
|
[***]
|
[***]
|
[***]
|
3.50%
|
[***]
|
[***]
|
[***]
|
3.75%
|
[***]
|
[***]
|
[***]
|
4.00%
|
[***]
|
[***]
|
[***]
|
4.25%
|
[***]
|
[***]
|
[***]
|
4.50%
|
[***]
|
[***]
|
[***]
|
4.75%
|
[***]
|
[***]
|
[***]
|
5.00%
|
[***]
|
[***]
|
[***]
|
5.25%
|
[***]
|
[***]
|
[***]
|
5.50%
|
[***]
|
[***]
|
[***]
|
5.75%
|
[***]
|
[***]
|
[***]
|
6.00%
|
[***]
|
[***]
|
[***]
|
6.25%
|
[***]
|
[***]
|
[***]
|
6.50%
|
[***]
|
[***]
|
[***]
|
6.75%
|
[***]
|
[***]
|
[***]
|
7.00%
|
[***]
|
[***]
|
[***]
|
7.25%
|
[***]
|
[***]
|
[***]
|
7.50%
|
[***]
|
[***]
|
[***]
|
7.75%
|
[***]
|
[***]
|
[***]
|
8.00%
|
[***]
|
[***]
|
[***]
|
8.25%
|
[***]
|
[***]
|
[***]
|
8.50%
|
[***]
|
[***]
|
[***]
|
8.75%
|
[***]
|
[***]
|
[***]
|
9.00%
|
[***]
|
[***]
|
[***]
|
9.25%
|
[***]
|
[***]
|
[***]
|
9.50%
|
[***]
|
[***]
|
[***]
|
9.75%
|
[***]
|
[***]
|
[***]
|
10.00%
|
[***]
|
[***]
|
[***]
|
10.25%
|
[***]
|
[***]
|
[***]
|
10.50%
|
[***]
|
[***]
|
[***]
|
10.75%
|
[***]
|
[***]
|
[***]
|
11.00%
|
[***]
|
[***]
|
[***]
|
11.25%
|
[***]
|
[***]
|
[***]
|
11.50%
|
[***]
|
[***]
|
[***]
|
11.75%
|
[***]
|
[***]
|
[***]
|
Continued...
[* * *] —
CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
WITH RESPECT TO THE OMITTED PORTIONS.
Contract Variable Rate
Table, Continued
Federal Reserve Target Rate for
Overnight Federal
Funds*
|
Contract Variable
Rate
|
Earnings
Credit
Rate
|
Pass-through
Rate
|
12.00%
|
[***]
|
[***]
|
[***]
|
12.25%
|
[***]
|
[***]
|
[***]
|
12.50%
|
[***]
|
[***]
|
[***]
|
12.75%
|
[***]
|
[***]
|
[***]
|
13.00%
|
[***]
|
[***]
|
[***]
|
13.25%
|
[***]
|
[***]
|
[***]
|
13.50%
|
[***]
|
[***]
|
[***]
|
13.75%
|
[***]
|
[***]
|
[***]
|
14.00%
|
[***]
|
[***]
|
[***]
|
14.25%
|
[***]
|
[***]
|
[***]
|
14.50%
|
[***]
|
[***]
|
[***]
|
14.75%
|
[***]
|
[***]
|
[***]
|
15.00%
|
[***]
|
[***]
|
[***]
|
15.25%
|
[***]
|
[***]
|
[***]
|
15.50%
|
[***]
|
[***]
|
[***]
|
15.75%
|
[***]
|
[***]
|
[***]
|
16.00%
|
[***]
|
[***]
|
[***]
|
16.25%
|
[***]
|
[***]
|
[***]
|
16.50%
|
[***]
|
[***]
|
[***]
|
16.75%
|
[***]
|
[***]
|
[***]
|
17.00%
|
[***]
|
[***]
|
[***]
|
17.25%
|
[***]
|
[***]
|
[***]
|
17.50%
|
[***]
|
[***]
|
[***]
|
17.75%
|
[***]
|
[***]
|
[***]
|
18.00%
|
[***]
|
[***]
|
[***]
|
18.25%
|
[***]
|
[***]
|
[***]
|
18.50%
|
[***]
|
[***]
|
[***]
|
18.75%
|
[***]
|
[***]
|
[***]
|
19.00%
|
[***]
|
[***]
|
[***]
|
19.25%
|
[***]
|
[***]
|
[***]
|
19.50%
|
[***]
|
[***]
|
[***]
|
19.75%
|
[***]
|
[***]
|
[***]
|
20.00%
|
[***]
|
[***]
|
[***]
|
*In the event that the target rate
for overnight federal funds as announced by the Open Market Committee of
the Federal Reserve of Governors is a range of values and not a specific
Federal Target Rate as shown in the attached table, United Western Bank is
to use the lower Federal Target Rate within the announced range to
establish the Contract Variable Rate, Earnings Credit Rate and Pass
Through Rate.
|