SECTION ONE: IN-STATE OFFICES 1-1. Definitions.

(a) “Principal office” is that office in this state which is designated as the principal office of the association in its articles of incorporation or bylaws. Such office may be authorized to accept savings deposits.

(b) “Branch office” is an office as defined by C.R.S. 11-40-102(1). (d) “Loan office” is an office, other than a principal office or branch office, established for the primary purpose of originating loans. Activities incidental to the loan origination function may be carried out. Savings deposits may not be solicited or accepted at such an office. 1-2. Relocation of Principal Office.

Any relocation of a principal office shall be submitted to the Commissioner as an amendment to an association's articles of incorporation or bylaws.

1-3. Relocation of Branches.

No association may relocate a licensed branch office more than 2 miles from its approved location without applying for and obtaining the approval of the Commissioner for such relocation. If such relocation is not in excess of 2 miles, the association shall give the Commissioner 30 days prior written notice of the opening date and address of the relocated branch office. If such relocation is more than 2 miles, the Commissioner shall grant approval if the applicant association shows that such relocation would promote the public convenience and advantage and be in the interest of the association. 1-4. Other Actions Related to Offices.

An association that seeks to open, close, or relocate a loan office may do so without prior notification to or approval from the Commissioner, if the association deems such actions appropriate and consistent with safe and sound business practices. An association that seeks to close a branch office must comply with C.R.S. 11-25-107.

SECTION TWO: OUT-OF-STATE OFFICES AND FACILITIES 2-1. In accordance with the provisions of C.R.S. 11-41-116, an association may operate offices located outside of the State of Colorado which engage in the functions specified under Section 1-1(b) and (d) for branch and loan offices.

2-2. The Commissioner will require, to the extent deemed applicable, the same application content and the same procedure to be followed in the opening, relocation or closing of both in-state and out- of-state offices.

2-3. The association must comply with the applicable laws and regulations of the jurisdiction in which it is to operate. The Commissioner may require appropriate evidence of such compliance. 2-4. The Commissioner may, to the extent consistent with state law, enter into cooperative agreements with the appropriate supervisory authorities of other states regarding the examination and supervision of out-of-state offices.

SECTION FOUR: THE SAVINGS AND LOAN ASSOCIATION PUBLIC DEPOSIT PROTECTION ACT 4-1. Definitions.

(a) “Association” means any state or federally chartered savings and loan association having an office in the State of Colorado.

(b) “Custodian” means a state or national bank in Colorado, a savings and loan association in Colorado, a Federal Home Loan Bank or branch thereof, or a Federal Reserve Bank or branch thereof which holds eligible collateral in trust, escrow, or safekeeping pursuant to C.R.S. 11-47-109. (c) “Depository” means an association which has been designated an eligible public depository. (d) “Deposit pledge agreement” means a written agreement between the custodian and the depository wherein the depository transfers or delivers eligible collateral to a custodian in trust, escrow, or safekeeping pursuant to the Savings and Loan Association Public Deposit Protection Act for the purpose of securing 100% of the aggregate amount of public deposits accepted and held by the depository which exceed that amount insured by the Federal Deposit Insurance Corporation or its successor.

(e) “Segregation of collateral” means the transfer and delivery of eligible collateral by an association pursuant to a deposit pledge agreement.

4-2. Determination of Current Market Quotation of Eligible Collateral. The current market quotation of eligible collateral pledged by a depository under the Savings and Loan Association Public Deposit Protection Act shall be determined as follows: (a) Except as provided in subsection (d) hereof, if the eligible collateral is regularly traded and its value regularly quoted by the Federal Reserve Bank of New York or a securities dealer, the current market quotation shall be as reported by said Federal Reserve Bank of New York or securities dealer in its published quotation sheets.

(b) Except as provided in subsections (a) and (d) hereof, the current market quotation of eligible collateral shall be as determined by a licensed Colorado securities dealer. (c) If the current market quotation is determined by a licensed Colorado securities dealer pursuant to subsection (b), the reports submitted to the Commissioner by the depository shall include written confirmation of a current market quotation. Such written confirmation shall be signed by said securities dealer.

(d) For eligible collateral consisting of obligations wholly or partially guaranteed or insured as to payment of principal by the United States or any agency thereof, or other obligations evidenced by notes secured by first lien mortgages or deeds of trust, the current market quotation shall be the unpaid principal balance of the obligation discounted, using the computation for a 30-year obligation prepaid in 12 years for conventional loans and 15 years for guaranteed and insured loans, to yield a rate equal to the current average yield quoted by the Federal National Mortgage Association.

4-3. Mandatory Segregation and Identification of Collateral. All eligible collateral required to be maintained or pledged under the Savings and Loan Association Public Deposit Protection Act shall be segregated from the other assets of the depository and held by a custodian in trust, escrow, or safekeeping, pursuant to a deposit pledge agreement. Each depository shall file a current executed copy of said deposit pledge agreement with the Commissioner. All collateral so held shall be clearly identified as being security maintained or pledged for the aggregate amount of uninsured public deposits accepted and held on deposit by the specific depository. 4-4. Provisions to be Included in Deposit Pledge Agreements. With respect to the segregation of collateral, each deposit pledge agreement between the custodian and the depository shall be in a form prescribed by the Commissioner and shall contain the following provisions:

(a) That upon receiving notice of default and seizure from the Commissioner, pursuant to C.R.S. 11-47- 113, or upon receiving notice pursuant to C.R.S. 11-47-115 (2), the custodian maintaining custody of eligible collateral for the depository shall immediately surrender title and possession of said collateral to the Commissioner.

(b) That for the purpose of transfer of collateral to the custodian, in the case of insured, guaranteed or conventional mortgage loans, the original note and deed of trust, at minimum, shall be transferred. For other types of collateral, the security instrument itself or the original safekeeping receipt for such security shall be transferred.

(c) That the agreement shall be terminated (1) if the Commissioner seizes all eligible collateral pledged, or (2) by either party to the agreement, if 10 days' prior written notice thereof is given to the other party and if such termination is approved by the Commissioner. Upon any such termination, any remaining eligible collateral pledged hereunder shall be returned to depository, and the custodian shall be relieved of all further responsibility under the agreement. (d) That if said custodian is a Federal Home Loan Bank or a Federal Reserve Bank, the custodian shall promptly, upon the request of the Commissioner and in a form prescribed by the Commissioner, provide a written inventory of pledged collateral signed by one of its officers. 4-5. Surrender of Files Relating to Mortgage Loan Collateral. Upon receiving notice of default and seizure of collateral from the Commissioner, pursuant to C.R.S. 11- 47-113, or upon receiving notice pursuant to C.R.S. 11-47-115 (2), the depository, in the case of insured, guaranteed or conventional mortgage loans pledged as collateral, shall immediately surrender to the Commissioner all loan document files relating to any eligible collateral pledged pursuant to C.R.S. 11-47- 108.

4-6. Release of Eligible Collateral.

Upon written notice to a particular depository and custodian, the Commissioner may require that all releases of collateral receive the Commissioner's prior written approval. From the date of receipt of such notice from the Commissioner, the custodian shall not effect any release of collateral to the depository or any other person or entity in the absence of the Commissioner's written approval. 4-7. Reports to the Commissioner.

The Commissioner may require reports from any depository covering the information specified in C.R.S. 11-47-112 (1) in such from and at such frequency as he deems necessary. Such reports may include financial statements of the depository. In order to accomplish the purpose of C.R.S. 11-47-112, the Commissioner or his designee may visit any office of a depository and shall have free access to the records of the depository relating to the Savings and Loan Association Public Deposit Protection Act. 4-8. Additional Collateral Requirements and Restrictions on Amounts of Public Deposits Held. (a) If the tangible capital of a depository does not meet the following requirements at the end of any calendar quarter, pursuant to C.R.S. 11-47-112 (6) (a), the depository shall pledge additional eligible collateral in the following manner:

(1) If the depository's tangible capital is less than 4% but greater than or equal to 3% of total assets, the depository shall pledge eligible collateral having a market value at all times no less than 125% of the aggregate of uninsured deposits held by it. (2) If the depository's tangible capital is less than 3% but greater than or equal to 2% of total assets, the depository shall pledge eligible collateral having a market value at all times no less than 200% of the aggregate of uninsured deposits held by it. (3) If the depository's tangible capital is less than 2% of total assets, the depository shall pledge eligible collateral having a market value at all times no less than 300% of the aggregate of uninsured deposits held by it.

(b) In addition to the requirements of subsection (a), if a depository's tangible capital is less than 3% of total assets, said depository shall not accept any additional uninsured public deposits or renew any uninsured public deposits that mature.

(c) In addition to the requirements of subsections (a) and (b), if a depository's tangible capital is less than 2% of total assets, said depository shall eliminate its uninsured public deposit liability except its uninsured public deposit liability evidenced by a contract with a specific maturity. (d) Compliance with this regulation shall be the responsibility of each depository regardless of the frequency or form of the reports required by the Commissioner. (e) “Tangible capital” means the sum of perpetual preferred stock, common stock, paid-in capital in excess of par value, retained earnings, and unrealized gains or losses on available-for-sale securities.

4-9. Recordkeeping.

Each depository shall maintain sufficient records to evidence its compliance with C.R.S. 11-47-108 (1) and to support the required reports filed with the Commissioner. 4-10. Inclusion of Accrued and Credited Interest.

Public deposits, as defined in C.R.S. 11-47-103 (11), shall include all interest or dividends accrued and credited to the individual account of the governmental unit or to any other liability account on the books of the depository.

4-11. Verification of Collateral.

(a) In addition to other required reports and examination procedures, the Commissioner may, as he deems necessary, make a direct verification with the custodian of all collateral pledged and held by the custodian on behalf of the depository. All collateral so held by the custodian shall, at all times, be accessible for verification by the Commissioner without the prior approval or notification of the depository.

(b) After the effective date of this rule, the above subsection (a) shall be included as a provision in all future deposit pledge agreements executed between a depository and its custodian. 4-13. Minimum Amount of Eligible Collateral.

(a) In accordance with C.R.S. 11-47-112 (6) (a), the market value of the pledged eligible collateral of an eligible public depository shall, at all times, be no less than $250,000. (b) Compliance with this regulation shall be the responsibility of each depository regardless of the frequency or form of reports required by the Commissioner. SECTION FIVE: BRANCH APPLICATIONS 5-1. Although no specific format is required and this section is not intended to limit the information presented in a branch application, the following information is required and will be considered by the Commissioner in evaluating a branch application:

(a) An itemized statement of estimated receipts and expenditures for the proposed branch office during its first year of operation. Such itemized statement must be supported by estimates of the volumes of savings deposits or other sources of funds and loans to be generated by the branch office.

(b) Identification of either a specific site location or an approximate location identified by referring to an intersection of streets or highways.

(c) If a specific site has been selected, a description of proposed office facility arrangements, including the following factors: leased or owned office space, free-standing building or inline space, floor space, space to be leased to others, staffing, and an estimate of initial fixed asset investment.

(d) A description of the primary service area of the proposed branch office. (e) A showing that the public convenience and advantage will be promoted by the operation of the proposed branch office in the designated primary service area. (f) Other information deemed necessary by the Commissioner. 5-2. The standards for branch application content set forth in Section 5-1 apply regardless of the extent of services to be provided by the proposed branch office. 5-3. In addition to the information required under Section 5-1, the Commissioner will consider the applicant association's financial condition, the degree of compliance with applicable laws and regulations, and the existence of serious problems which have not been corrected by management or the board of directors. Specifically, the Commissioner may take into consideration certain factors, including but not limited to the following, in determining whether to approve or deny an application for the establishment of a branch office: (a) There are significant supervisory concerns with respect to the applicant or any affiliated organization; or (b) The applicant's record of helping to meet the credit needs of its entire community, including low- and moderate-income neighborhoods, consistent with the safe and sound operation of a financial institution, is less than satisfactory; or (c) Any financial or other business arrangement, direct or indirect, involving the principal office or branch office and insiders (directors, officers, employees, and shareholders owning or controlling, directly or indirectly, 10% or more of the outstanding voting stock thereof) involves terms and conditions more favorable to the insiders than would be available in a comparable transaction with unrelated parties.

5-4. Upon notification by the Commissioner that the application does not conform to the requirements set forth in these regulations, the applicant shall complete the application within a reasonable time period. If this requirement is not met, the Commissioner may consider the application abandoned, which shall be grounds for denial.

5-8. In the case of a branch office pursuant to C.R.S. 11-25-103(7), approval to establish and operate such a branch office will expire if the branch office has not commenced business within six months after the date of approval. Extensions to this period generally are not granted; however, in the event of extraordinary circumstances, requests for an extension of not more than twelve months may be submitted for the Commissioner's approval. 5-9. When the applicant is ready in all respects to commence business at the branch office location previously approved by the Commissioner, the Commissioner shall issue a license upon written request of the applicant.

5-10. The date of receipt of a complete application by the Commissioner shall determine the priority of consideration of a branch application.

5-11. A primary service area shall not be considered pre empted for other associations, due to the presence of an existing savings and loan facility or a branch application either approved or under consideration.

5-12. An association may establish without prior approval a drive-in and/or pedestrian office opened in conjunction with an existing branch office or principal office authorized to accept savings deposits, located within 1,000 feet of a public entrance of that office and closer to that entrance than to a public entrance of any other federal or state savings and loan association, and the functions of which are limited to the ordinary functions performed at a teller window. SECTION SIX: NEW CHARTER APPLICATIONS 6-1. In addition to the items set forth in C.R.S. 11-41-107 (1) (c), as comprising an application for certificate of approval for a domestic savings and loan association to incorporate in this state, the following information is required and will be considered by the Commissioner: (a) A business plan pursuant to Section 14-1, including an itemized statement of estimated receipts and expenditures for the proposed association covering consecutive annual periods from the estimated opening date through the annual period in which the association is estimated to operate at a profit. Such itemized statement must be supported by estimates of the volumes of savings deposits or other sources of funds and loans to be generated by the association.

(b) A statement of initial capitalization, including a list by name and amount of written withdrawable savings pledges or, if applicable, written subscriptions for permanent stock. A certified statement of total funds on deposit from cash receipts for permanent stock or withdrawable savings must be submitted by the financial institution holding such funds in escrow.

(c) A description of proposed office facility arrangements, including the following factors: leased or owned office space, freestanding building or inline space, floor space, space to be leased to others, staffing, and an estimate of initial fixed asset investment. (d) Evidence of compliance with the applicable provisions of state securities laws. (e) Evidence that any solicitation of withdrawable savings pledges includes full disclosure of the status of the proposed association with regard to incorporation under state law and insurance of accounts by the Federal Deposit Insurance Corporation or its successor. (f) Other information deemed necessary by the Commissioner. SECTION SEVEN: MERGER APPLICATIONS 7-1. In addition to the agreement of merger, savings and loan associations proposing to merge shall submit to the Commissioner one copy of the application for merger filed with the Office of Thrift Supervision or the Federal Deposit Insurance Corporation or their successors. 7-2. The following factors will be considered by the Commissioner in acting on a merger application: (a) The soundness of financial condition of the merging associations, with particular emphasis on the financial condition of the surviving association. The following indicators of soundness of financial condition will be considered:

(1) Size of association and recent growth trends.

(2) Capital position.

(3) Recent trends in operating results.

(4) Amount and character of substandard and other classified assets. (b) The degree of compliance with applicable laws and regulations and the existence of serious problems which have not been corrected by management or the board of directors. 7-3. The procedures set forth in these regulations need not be followed if the merger is to be initiated by the Commissioner or a federal regulatory agency for supervisory reasons. 7-4. The application filed pursuant to C.R.S. 11-41-121 (1.5) (c) shall contain sufficient information to demonstrate compliance with C.R.S. 11-41-121 (1.5) (a). The Commissioner may also request additional information in order to make the determinations under C.R.S. 11-41-121 (1.5). In addition, a copy of the application filed with the Federal Deposit Insurance Corporation or the Office of Thrift Supervision or their successors shall be filed with the Commissioner. SECTION EIGHT: RECORDKEEPING FOR NONCONFORMING LOANS 8-1. Savings and loan associations must maintain a listing or other record which is sufficient, at all times, to verify compliance with the 3% of assets limitation set forth in C.R.S. 11-41-114(4). SECTION NINE: TRUST POWERS APPLICATIONS 9-1. Definition. “Trust powers” means the power to act in any fiduciary capacity authorized by C.R.S. 11- 41-112(1)(1) or by the general fiduciary laws of this state. 9-2. An association desiring to exercise trust powers shall file with the Commissioner an application indicating which trust services it wishes to offer and providing sufficient information to enable the Commissioner to make the evaluations under Section 9-3. 9-3. The following factors will be evaluated by the Commissioner in acting on a trust powers application: (a) The financial condition of the association.

(b) The degree of compliance with applicable laws and regulations and the existence of serious problems which have not been corrected by management or the board of directors. (c) The organizational and operational plan for providing trust services, including the availability of legal counsel and the qualifications, experience and character of the proposed officer or officers supervising the trust function.

9-4. Failure of an association to exercise trust powers in a lawful and sound manner shall be grounds for the suspension or revocation of its authority to engage in trust services. SECTION TEN: APPLICATIONS FOR ACQUISITION OF MAJORITY CONTROL OVER AN ASSOCIATION 10-1. The application filed pursuant to C.R.S. 11-41-133 (2) (a) shall contain sufficient information to demonstrate compliance with C.R.S. 11-41-133 (3). In addition, a copy of the application filed with the Federal Deposit Insurance Corporation or the Office of Thrift Supervision or their successors shall be filed with the Commissioner.

10-2. The application filed pursuant to C.R.S. 11-41-133 (6) (c) shall contain sufficient information to demonstrate compliance with C.R.S. 11-41-133 (6) (a). The Commissioner may also request additional information in order to make the determinations under C.R.S. 11-41-133 (6). In addition, a copy of the application filed with the Federal Deposit Insurance Corporation or the Office of Thrift Supervision or their successors shall be filed with the Commissioner. SECTION ELEVEN: LETTERS OF CREDIT 11-1. An association may issue commercial and standby letters of credit in conformance with the Uniform Commercial Code and may pledge collateral to secure its obligations thereunder, subject to the following requirements:

(a) Each letter of credit must conspicuously state that it is a letter of credit. (b) The issuer's undertaking must contain a specified expiration date or be for a definite term and must be limited in amount.

(c) The issuer's obligation to pay must be solely dependent upon the presentation of conforming documents as specified in the letter of credit, and not upon the factual performance or nonperformance by the parties to the underlying transaction. (d) The account party must have an unqualified obligation to reimburse the issuer for payments made under the letter of credit.

11-2. To the extent funds are advanced under a letter of credit without compensation from the account party, the amount shall be treated as an extension of credit subject to percentage-of-assets limits and other requirements under applicable provisions of state law. SECTION TWELVE: CONVERSION PROCEDURES 12-1. For the purpose of conversion from a federal to a state savings and loan association pursuant to C.R.S. 11-45-103, in the case of a permanent stock association, the requirement of subsection (1) of the above noted section for a majority vote of members shall be satisfied by a majority vote of the holders of permanent stock, who possess exclusive voting rights in accordance with C.R.S. 11-42-107 (6).

12-2. The following items shall be submitted by the converting federal association to the Commissioner for approval:

(a) A copy of the minutes of the proceedings of the meeting of members as required by C.R.S. 11-45-103 (1).

(b) Two copies of the certificate of incorporation as required by C.R.S. 11-45-103 (2), which shall comply with the content requirements of C.R.S. 11-41-104. (c) One copy of the bylaws as required by C.R.S. 11-45-103 (2), which shall comply with the content requirements of C.R.S. 11-41-112 (1)(g).

12-3. If the Commissioner's review of the items submitted pursuant to Section 12-2 indicates compliance with state law, the Commissioner shall issue a certificate of approval to the converting federal association.

12-4. The converting federal association shall file its certificate of incorporation, accompanied by the Commissioner's certificate of approval, with the Secretary of State in accordance with C.R.S. 11- 41-109 (2).

12-5. Upon the filing pursuant to Section 12-4 and the payment of required fees to the Secretary of State, the conversion of the federal savings and loan association into a state association shall be deemed completed.

SECTION THIRTEEN: INVESTMENTS PURSUANT TO C.R.S. 11-41-114(5) 13-1. Definition. The term “amount invested by the association in real estate through service corporations” means the association's investment in capital stock in any service corporation as well as any loans (including guarantees of loans and letters of credit) made by the association to the service corporation or to a joint venture in which the service corporation is a partner, shareholder or investor.

13-2. For the purpose of determining the amount defined in Section 13-1, in the case of a service corporation involved in real estate investments as well as other permitted activities, an association shall maintain sufficient records to document a fair allocation of its investments between the real estate investments and non-real estate activities of the service corporation. In the absence of sufficient records to document the allocation, the Commissioner shall consider the entire service corporation investment to be an investment in real estate through service corporations.

SECTION FOURTEEN: BUSINESS PLANS AND DIRECTORS' POLICIES 14-1. Business Plans. Each savings and loan association shall prepare a written business plan that specifies the association's operating goals and details the strategies to achieve the association's goals. The plan shall consist of a narrative and proforma financial statements. 14-2. Each association's business plan and any amendments thereto shall be approved by the association's board of directors, at which time such plan or amendments shall become effective. Such approval shall be recorded in the minutes of the board of directors. 14-3. Upon the request of the Commissioner, an association shall submit its business plan and any amendments thereto to the Commissioner.

14-3. Directors' Policies. The board of directors of each savings and loan association shall establish sufficient written policies to guide the association's operations. The directors shall annually review and revise, as necessary, all policies previously established. 14-5. Each association's loan underwriting standards and any amendments thereto shall be approved by the association's board of directors or by a committee of the board of directors, unless the board formally delegates the approval responsibility to senior management. Such approval or delegation shall be recorded in the minutes of the board of directors or appropriate committee. 14-6. Upon the request of the Commissioner, an association shall submit its loan underwriting standards and any amendments thereto to the Commissioner.

SECTION FIFTEEN: BRANCHING PRACTICES 15-1. Reports of Loans and Flow of Capital.

Reports required by C.R.S. 11-25-107 shall be completed and filed in the same manner as reports required by C.R.S. 11-41-119.5.

15-2. Notification of Conversion of an Acquisition to a Branch. Notice of intent to convert an acquisition to a branch shall be filed in a manner acceptable to the Division of Financial Services.

15-3. Meaning of Control and Controlling.

For the purpose of C.R.S. 11-25-102 (1) a financial institution shall be deemed to control an affiliate institution if the financial institution:

(a) Directly or indirectly owns, controls, holds with power to vote, or holds proxies representing more than 25% of the outstanding voting stock thereof; or (b) Controls in any manner the election of a majority of the directors thereof; or (c) Exercises a controlling influence over the management or policies thereof. 15-4. Contractual Acceptance of Deposits.

(a) The board of directors of a financial institution shall fully review all relevant issues involved in a contract pursuant to C.R.S. 11-25-105 (“deposit contract”). Review and approval shall be noted in the minutes.

(b) A financial institution which enters into a deposit contract must file with the Commissioner a copy of the deposit contract within 30 days after its effective date. (c) In addition to the terms that would be found in any contract, including, but not limited to, the names of the parties, purpose of the contract, place of performance, consideration, and term, the following provisions are required in a deposit contract:

(1) The contract shall provide that notice be given to the Commissioner within 30 days after any extension or amendment to the contract.

(2) The contract shall provide that notice be given to the Commissioner within 30 days after the termination of the contract and shall provide for reasonable disclosure to the customer prior to termination.

SECTION SIXTEEN: LOAN AND DEPOSIT ACTIVITY REPORTING REQUIREMENTS PURSUANT TO C.R.S. 11-25-107 16-1 Definitions.

For the purpose of this section:

1. Annual Report of Colorado Deposits and Loan Activity (“Annual Report”) shall refer to the annual report required to be filed pursuant to Section 11j-25-107 (1) and (2), C.R.S. 2. Savings institutions(s) shall refer to state chartered savings and loan associations, federally chartered savings and loan associations, federally chartered savings banks and thrift holding companies.

3. Special Report shall refer to a report prepared by an independent public accountant engaged by the reporting entity to verify the accuracy of the Annual Report. The Special Report shall be prepared based upon the performance of procedures specified in this Rule. 4. Colorado deposits shall mean deposits received by a savings institution doing business in Colorado.

5. Colorado loans shall mean loans to borrowers who reside in Colorado or whose principal place of business is in Colorado. This definition shall exclude amounts outstanding on credit or debit cards.

16-2 General Requirements.

On or before April 30 of each calendar year, an Annual Report shall be filed with the Colorado Division of Financial Services by each savings institution that accepted deposits in the state during the preceding calendar year. Such Annual Report must provide the information specified in this Rule, be accompanied by a certification by management as to the accuracy of the information reported, and be prepared in accordance with the instructions and on forms provided by the Colorado Division of Financial Services. 16-3 Loan and Deposit Information to be Provided.

1. The outstanding dollar amount of Colorado loans as of December 31 of the year preceding the April 30 filing date shall be reported for each of the following categories. a. Colorado 1–4 family residential real estate loans b. Other Colorado loans c. Total Colorado loans 2. The dollar balance of all Colorado Deposits as of December 31 of the year preceding the April 30 filing date shall be reported.

3. A. copy of the reporting entity's complete Thrift Financial Report as of the proceeding December 31 shall be filed with the Annual Report, if not already provided to this office. 4. A copy of the public portion of the reporting entity's most recent Community Reinvestment Act Performance Evaluation shall be filed with the Annual Report. 16-4 Allocation of Loan and Deposit Information by Office Location. 1. A savings institution which accepts deposits in this state and has no branches may satisfy the reporting requirements of Section 11-25-107, C.R.S., by filing an Annual Report, with the information specified in section 16-3 of this Rule, for the institution in the aggregate. 2. A savings institution which operates one or more branches and accepts deposits in this state through one or more of theses branches may satisfy the reporting requirements of Section 11-25-107, C.R.S., and this Rule by providing:

a. The loan and deposit category information specified in section 16-3 of this Rule, aggregated for all branches located within each Metropolitan Statistical Area (“MSA”)in the state and aggregated for the remaining branches in the state that are not located within MSA on the form provided by the Division of Financial Services.

b. The loan and deposit category information specified in section 16-3 of this Rule fore each Colorado branch location on the form provided by the Division of Financial Services. 16-5 Verification of Accuraev of Reports.

Colorado Division of Financial Services examiners will perform such procedures as necessary during the course of on site examinations to verify the accuracy of Annual Reports filed by state chartered savings institutions, and federally chartered savings institutions that elect to have the Division perform this verification. Federally chartered savings institutions required to file an Annual Report pursuant to Section 11-25-107, C.R.S. that do not elect to have the Division of Financial Services verify the accuracy of their annual report shall file with the Financial Services Board a certification prepared by the institution's primary federal regulator, or a Special Report.

(a) A certification prepared by the institution's primary federal regulator must: (1) Be based upon an on site safety and soundness examination conducted by the primary federal regulator subsequent to the December 31 report date of the Annual Report. (2) Be signed by the examiner in charge of the aforementioned examination. (3) Represent that the federal examiners reviewed the accuracy of the information reported on the Annual Report and found no material errors.

(b) A Special Report prepared and signed by an independent public accountant shall contain an attestation as to management's assertions in the Annual Report based on agreed upon procedures. The procedures will test the material accuracy of the institution's Annual Report as reported by branch or MSA, considering the institution's source documents and their internal systems and procedures for coding and collecting information for the Annual Report. The Special Report shall attest to the independent public accountant having: (1) Read the laws codified at Section 11-25-107, C.R.S., and rules 16-1 through 16-5. (2) Obtained from management the Annual Report being submitted to the Financial Services Board.

(3) Compared the aggregate amounts reported as “Colorado loans or deposits” to internal management information system reports.

(4) Compared the Colorado loan and deposit amounts reported by branch or MSA to internal management information system reports.

(5) Compared the amounts in the Annual Report to the institution's Thrift Financial Report as of the same year end.

SECTION SEVENTEEN: CONFIDENTIALITY OF EXAMINATIONS 17-1. The Commissioner's report of examination is the property of the Division of Financial Services and is furnished to the savings and loan association for its confidential use. Under no circumstances shall any of a savings and loan association's directors, officers or employees disclose or make public in any manner the report or any portion thereof.