COMMUNITY REINVESTMENT ACT PERFORMANCE EVALUATION by wuzhenguang

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									                           PUBLIC DISCLOSURE

                                        May 3, 2004



                COMMUNITY REINVESTMENT ACT
                 PERFORMANCE EVALUATION

                                 Citicorp Trust Bank, FSB
                                   100 Commerce Drive
                                     Newark, DE 19713
                                      Docket #: 14470


                                Office of Thrift Supervision
                                     Southeast Region
                                1475 Peachtree Street, N.E.
                                    Atlanta, GA 30309



NOTE:   This evaluation is not, nor should it be construed as, an assessment of the financial
        condition of this institution. The rating assigned to this institution does not represent
        an analysis, conclusion or opinion of the federal financial supervisory agency
        concerning the safety and soundness of this financial institution.
                  Office of Thrift Supervision
                  Department of the Treasury                                                      Southeast Region

                  Atlanta Regional Office  (404) 888-0771  Fax: (404) 892-8128
                  1475 Peachtree Street, NE, Atlanta, GA 30309
                  P.O. Box 105217, Atlanta, GA 30348-9792




September 16, 2004

Board of Directors
Citicorp Trust Bank, fsb
100 Commerce Drive
Newark, DE 19713


Members of the Board:

Enclosed is your institution’s written Community Reinvestment Act (CRA) Performance Evaluation prepared
by the Office of Thrift Supervision as of May 3, 2004. Pursuant to the provisions of the CRA and OTS
regulations (12 C.F.R. 563e), this evaluation, and your institution’s CRA rating as contained therein, must be
made available to the public by your institution.

In accordance with 12 C.F.R. 563e, this written CRA Performance Evaluation must be made available to the
public within 30 business days of its receipt by your institution. The evaluation must be placed in your CRA
public file located at your home office and each branch within this 30 business day time frame. The evaluation
may not be altered or abridged in any manner. At your discretion, previous written CRA Performance
Evaluations(s) may be retained with the most recent evaluation in your CRA public file.

Your institution is invited to prepare a response to the evaluation. The response may be placed in each CRA
public file along with the evaluation. In the event your institution elects to prepare such a response, please
forward a copy of it to this office.

All appropriate personnel, particularly customer contact personnel, need to be aware of the responsibilities that
the institution has to the public with regard to making this evaluation available. Consequently, we suggest that
your institution review internal procedures for handling CRA inquiries, including those pertaining to the
evaluation and other contents of the CRA public file.

We strongly encourage the Board of Directors, senior management, and other appropriate personnel to review
this document and to take an active interest and role in the CRA activities of your institution. Please
acknowledge receipt of this evaluation on the form provided and retain a copy of the acknowledgment.




                                                                                                               ii
Sincerely,



J. Steven Day, FCR
Regional Compliance Examiner

Enclosure




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Office of Thrift Supervision                                                                                                    Evaluation Date:                       05/03/2004
Large Savings Association Performance Evaluation                                                                                Docket Number:                             14470



Table of Contents

GENERAL INFORMATION ............................................................................................................................................. 1
INSTITUTION ..................................................................................................................................................................... 2
        OVERALL RATING ......................................................................................................................................................... 2
        LENDING, INVESTMENT, SERVICE TEST TABLE ............................................................................................................. 4
        DESCRIPTION OF INSTITUTION ....................................................................................................................................... 4
        DESCRIPTION OF THE WILMINGTON-NEWARK, DE-MD MSA ASSESSMENT AREA ....................................................... 7
        CONCLUSIONS WITH RESPECT TO PERFORMANCE TESTS.............................................................................................. 9
        LENDING TEST: ........................................................................................................................................................... 10
        SUPPLEMENTAL EVALUATION AREAS ......................................................................................................................... 15
        DESCRIPTION OF LENDING ACTIVITY IN CHICAGO CMSA SUPPLEMENTAL EVALUATION AREA ................................ 16
        DESCRIPTION OF LENDING ACTIVITY IN DETROIT CMSA SUPPLEMENTAL EVALUATION AREA ................................. 17
        DESCRIPTION OF LENDING ACTIVITY IN LOS ANGELES CMSA SUPPLEMENTAL EVALUATION AREA ......................... 17
        DESCRIPTION OF LENDING ACTIVITY IN NEW YORK-NORTHERN NJ-LONG ISLAND CMSA SUPPLEMENTAL
        EVALUATION AREA ..................................................................................................................................................... 18
        DESCRIPTION OF LENDING ACTIVITY IN PHILADELPHIA CMSA SUPPLEMENTAL EVALUATION AREA ........................ 18
        DESCRIPTION OF LENDING ACTIVITY IN WASHINGTON DC CMSA SUPPLEMENTAL EVALUATION AREA ................... 19
        DESCRIPTION OF LENDING ACTIVITY IN KANSAS CITY MSA SUPPLEMENTAL EVALUATION AREA ............................ 19
        DESCRIPTION OF LENDING ACTIVITY IN MINNEAPOLIS MSA SUPPLEMENTAL............................................................ 20
        EVALUATION AREA ..................................................................................................................................................... 20
        DESCRIPTION OF LENDING ACTIVITY IN PHOENIX-MESA MSA SUPPLEMENTAL EVALUATION AREA ......................... 20
        INVESTMENT TEST: ..................................................................................................................................................... 21
        SERVICE TEST: ............................................................................................................................................................ 22
        COMPLIANCE WITH ANTIDISCRIMINATION LAWS ........................................................................................................ 23
APPENDIX ............................................................................................................................................................................ 24
        SCOPE OF EXAMINATION ............................................................................................................................................. 24
        SUMMARY OF STATE AND MULTI-STATE MSA RATINGS ............................................................................................ 48
        FFIEC AGGREGATE CORE TABLES ............................................................................................................................. 49
CRA RATING DEFINITIONS ................................................................................................................................................ 61




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Office of Thrift Supervision                                              Evaluation Date:       05/03/2004
Large Savings Association Performance Evaluation                          Docket Number:             14470



General Information


The Community Reinvestment Act (CRA) requires each federal financial supervisory agency to use
its authority when examining financial institutions subject to its supervision, to assess the institution's
record of meeting the credit needs of its entire community, including low- and moderate-income
neighborhoods, consistent with safe and sound operation of the institution. Upon conclusion of such
examination, the agency must prepare a written evaluation of the institution's record of meeting the
credit needs of its community.

This document is an evaluation of the Community Reinvestment Act CRA performance of Citicorp
Trust Bank, FSB (CTB) prepared by the Office of Thrift Supervision, the institution's supervisory
agency, as of May 3, 2004. The agency evaluates performance in assessment area(s), as they are
delineated by the institution, rather than individual branches. This assessment area evaluation may
include visits to some, but not necessarily all of the institution's branches. The agency rates the CRA
performance of an institution consistent with the provisions set forth in Appendix A to 12 CFR Part
563e.




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Office of Thrift Supervision                                          Evaluation Date:     05/03/2004
Large Savings Association Performance Evaluation                      Docket Number:           14470



Institution

Overall Rating


INSTITUTION'S CRA RATING: The institution is assigned a CRA rating of “Outstanding”.

Citicorp Trust Bank, FSB (CTB) granted only 0.7 percent of its mortgage loans, 1,039 for $121.9
million in the Wilmington-Newark DE-MD MSA during the three-year review period. A substantial
percentage of loans in the assessment area were in low- and moderate-income (LMI) geographies and
to LMI borrowers, significantly higher than the percentages of the aggregate HMDA reporters. The
institution had a substantial impact on the assessment area, many times in a leadership role, through
its community development lending activity.

This lending distribution record in the assessment area represented a response to community credit
needs that exceeded the standard for satisfactory performance, given the institution’s performance
context. Accordingly, favorable consideration was given to CTB’s record of serving LMI
communities and individuals nationwide in reaching an overall conclusion regarding the institution’s
performance under the Lending Test.

Nine Consolidated Metropolitan Statistical Areas and Metropolitan Statistical Areas nationwide were
chosen to compare CTB’s lending patterns with those of aggregate HMDA reporters, to determine
how CTB met credit needs on a national scale, consistent with its strategy to offer nationwide
lending. The institution consistently outperformed aggregate HMDA lenders in lending in LMI
geographies and to LMI borrowers in these supplemental evaluation areas, evidencing an excellent
response to community credit needs in these areas.

The institution had a substantial role in meeting the community development needs of the local
assessment area, a broader statewide or regional area, and national markets served through its
       qualified investment and grant activity. The performance was deemed outstanding. Qualified
investments and grants provided funding for single- and multi-family affordable housing, affordable
housing and neighborhood revitalization groups, community and outreach programs for low-income
residents including senior citizens, and housing and support services for special needs populations.

During the review period, CTB provided leadership on major community development and affordable
housing policy issues, including technical assistance to non-profit groups. CTB also worked regularly
with community organizations that provide financial education to LMI individuals and families. The
institution was a leader in providing a significant level of community development services in the
assessment area, a broader statewide or regional area, and at the national level in conjunction with
affiliated entities.



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Office of Thrift Supervision                                       Evaluation Date:     05/03/2004
Large Savings Association Performance Evaluation                   Docket Number:           14470



Institution (continued)

No violations of the substantive provisions of the antidiscrimination laws and regulations were
identified during the most recent examination at which we evaluated compliance with consumer laws
and regulations.




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Office of Thrift Supervision                                              Evaluation Date:     05/03/2004
Large Savings Association Performance Evaluation                          Docket Number:           14470



Institution


Lending, Investment, Service Test Table

The following table indicates the performance level of Citicorp Trust Bank, FSB, with respect to the
lending, investment, and service tests.

                                                    Citicorp Trust Bank
                                                          5/3/2004
             PERFORMANCE                           PERFORMANCE TESTS
                                        Lending       Investment            Service
                 LEVELS
                                          Test           Test                Test
               Outstanding                 X               X                   X
             High Satisfactory
             Low Satisfactory
             Needs to Improve
                Substantial
              Noncompliance



Description of Institution

Citicorp Trust Bank, FSB (“CTB” or “the institution”) is a BIF-insured federal stock savings bank
chartered by OTS in November 1997. The institution, headquartered in Newark, Delaware, is a
subsidiary of CitiFinancial Credit Company and a member of Citigroup Inc., which is headquartered
in New York, New York. Formerly known as Travelers Bank & Trust, FSB, the institution was
renamed Citicorp Trust Bank, FSB in August 2002. No other changes to the institution were made
during the review period.

Citigroup is the largest financial services company in the world, with some 200 million-customer
accounts in more than 100 countries. Citigroup provides consumers, corporations, governments and
institutions with a broad range of financial products and services, including consumer banking and
credit, corporate and investment banking, insurance, securities brokerage, and asset management.
Major affiliates under Citigroup’s trademark include Citibank, CitiFinancial, Primerica, Smith
Barney, Banamex, and Travelers Life and Annuity. As of December 31, 2003, Citigroup had assets
of $1.3 trillion.

CTB is a nationwide lender of first and second mortgage loans for the purpose of debt consolidation.
CTB does not depend on a traditional branch delivery system to originate loans. Loan applications
are generated by a network of independent representatives of an affiliated company, Primerica
Financial Services Home Mortgages, Inc. (PFS), located throughout the United States, who offer
loans as part of a financial services package that includes cross selling of insurance, annuity, and loan
products for individual families. PFS representatives do not have specific geographic territories, do
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Office of Thrift Supervision                                                  Evaluation Date:   05/03/2004
Large Savings Association Performance Evaluation                              Docket Number:         14470



Institution (continued)

not rely on clients visiting an office or responding to direct mail or newspaper advertising, rather they
identify clients through face-to-face presentations and referrals.

There are over 100 thousand PFS representatives nationwide. Currently only a relatively small
percentage of PFS representatives have the mortgage broker licensing required by many state laws to
offer mortgage loan products. PFS representatives forward completed loan applications to CTB for
review and approval. Nationally, there are nine loan processing offices, called $.M.A.R.T. (Save
Money and Reduce Taxes) Solution Centers, that accept and process the applications. In addition,
CTB has a facility in Hanover, Maryland that is responsible for the solicitation of the existing
customer base for refinancing. None of these is considered a retail banking office.

As of December 31, 2003, CTB’s total assets were $17.0 billion. Total assets for each review period
year-end were: $9.1 billion (2001); $14 billion (2002); and, $17 billion (2003). Loan portfolio growth
was substantial during the review period, with total outstanding loans of $8.7 billion and $13.7 billion
at December 31, 2001 and 2002, respectively. The portfolio mix was consistent with percentages in
Table 1. As of December 31, 2003, the total loan portfolio equaled $16.7 billion. Table 1 indicates
the dollar amount, percentage to total loans, and percentage to total assets of each loan category.

                               Table 1 - Citicorp Trust Bank’s Investment in Loans
                                        (12/31/2003 Thrift Financial Report)
                        Loan Category               Amount          Percent of   Percent of
                                                    ($000’s)       Total Loans  Total Assets
                   Residential Mortgage           $13,930,100          83.3%       81.9%
                   Nonresidential Mortgage                   0          0.0%         0.0%
                   Commercial Non- mortgage                  0          0.0%         0.0%
                   Consumer Loans                   2,799,865          16.7%       16.4%
                    Total                         $16,729,965         100.0%       98.3%


CTB originates first and second mortgage products primarily for debt consolidation purposes rather
than refinancing purposes. The institution did not report any home purchase mortgage originations
during the review period. First mortgage products, if they were replacing an existing mortgage, were
reported for HMDA purposes as refinances, as agreed upon with the OTS in the institution’s
November 1997 original charter application.

CTB purchased some loan portfolios during the review period from two large, super-regional banks,
which consisted of sub-prime non-conforming mortgages. These were first lien, fixed rate loans.
Since the end of 2002, CTB purchased loans through a “second look” program under which CTB
evaluates, on a daily basis, denied applicants from three large national banks. If these applicants pass
CTB’s credit criteria, the third party bank will originate the loan and sell it to CTB. In addition, CTB
acquired loans from nonaffiliated mortgage lenders with assistance from CitiFinancial Mortgage
Company (CFMC), an affiliated company.
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Office of Thrift Supervision                                            Evaluation Date:      05/03/2004
Large Savings Association Performance Evaluation                        Docket Number:            14470



Institution (continued)


On a combined basis, CTB purchased 1,359 HMDA reported home purchase loans for $159 million
during the review period. The home purchase loans represented less than one percent (0.9 percent) of
the 151,242 HMDA reported loans for $17.6 billion originated and purchased during the review
period, and were not considered statistically significant for comparison purposes. As such, the
HMDA lending data reported by the institution, and evaluated under the Lending Test, is compared to
the refinancing activity of aggregate HMDA reporters, as refinance loans were most closely aligned
with CTB lending activity.

CTB also operates a national private label credit card program (identified as consumer loans in Table
1 above) with retail merchants of large appliances and flooring, representing one-sixth of the total
loan portfolio as of December 31, 2003. The institution did not collect the optional consumer loan
data nor elect to have these loans considered by OTS for this CRA evaluation, nor did they represent
a significant majority of outstanding loan balances.

Community development lending and qualified investment activity is largely carried out by affiliated
Citibank, N.A. that maintains a specialized division, Citibank Community Development (formerly
known as the Center for Community Development Enterprise), for that purpose. Community
development grants are carried out by the Citigroup Foundation. Working with an internal CRA &
Fair Lending data analysis unit, Citibank Community Development and the affiliated financial
institutions including CTB, set goals for community development lending and investments that take
into account the institution’s asset size, local deposit base, available market opportunities, and local
employee base. The unit also helps develop qualified community development service programs, and
monitors delivery of credit, investments and services in CRA assessment areas, with particular focus
on LMI communities and borrowers. Each year, the unit also sets goals for Home Mortgage
Disclosure Act (HMDA) reportable lending for each affiliated financial institution.

The institution’s main office, located in a corporate park in a middle-income census tract in Newark,
Delaware, has a teller operation that accepts deposits. However, CTB does not offer direct consumer
deposit products or lending products from this office, so market share comparison to retail deposit
taking institution competitors within the assessment area would not be meaningful. CTB’s lending
activity is funded through affiliated company deposits.

There were no apparent financial or legal impediments precluding the institution from meeting
assessment area credit needs.




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Office of Thrift Supervision                                                  Evaluation Date:           05/03/2004
Large Savings Association Performance Evaluation                              Docket Number:                 14470



Institution (continued)


Description of the Wilmington-Newark, DE-MD MSA Assessment Area


CTB’s assessment area consists of New Castle County, Delaware, and Cecil County, Maryland.
These counties make up the entire Wilmington-Newark, DE-MD Metropolitan Statistical Area
(MSA) #9160, where the institution’s headquarters is located. Based on 1990 and 2000 census data,
this assessment area contains 135 and 143 geographies, respectively. Table 2 illustrates the
assessment area’s demographic data, which is compiled by the U.S. Department of Commerce, based
on 1990 and 2000 census data.

                                 Table 2 - Demographic Data of the Assessment Area
                                     (Based on 1990 and 2000 U.S. Census Data)
                      Demographic Data            1990 Census        2000 Census      % Change
               Population                             513,293            586,216       14.2%
               Total Families                         134,726            151,347       12.3%
               1-4 Family Units                       156,530            186,583       19.2%
               Multi-family Units                      35,492             39,486       11.3%
               % Owner-Occupied Units                     65%                67%         3.1%
               % Rental-Occupied Units                    29%                27%        -6.9%
               %Vacant Housing Units                       6%                 6%         0.0%
               Avg. Median Housing Cost              $116,819           $136,637       17.0%


Table 3 indicates the number of geographies in each income level and compares it to the distribution
of families living in those geographies and to 1-4 family dwellings located within those geographies.
(The table illustrates demographic data based on both 1990 and 2000 census data within the same
delineated area.)

           Table 3 - Distribution of Geographies, Families and Housing Units in the Assessment Area
                                   (Based on 1990 and 2000 U.S. Census Data)
        Geog Inc Level          Geographies          Total Area Families          1-4 Family Dwellings
         1990 Census:         #           %             #             %            #                %
       Low                     9          6.7%         3,697          2.7%        5,070            3.2%
       Moderate               25         18.5%        20,833         15.5%       25,364           16.2%
       Middle                 73         54.1%        78,451         58.2%       90,250           57.7%
       Upper                  26         19.3%        31,745         23.6%       35,846           22.9%
       Income NA               2          1.4%             0          0.0%            0            0.0%
         Total               135        100.0%       134,726        100.0%      156,530          100.0%
         2000 Census:         #           %             #             %            #                %
       Low                    10          7.0%         4,190          2.8%        6,048            3.2%
       Moderate               25         17.5%        23,966         15.8%       31,925           17.1%
       Middle                 77         53.8%        87,151         57.6%      105,431           56.6%
       Upper                  30         21.0%        36,040         23.8%       43,179           23.1%
       Income NA               1          0.7%             0          0.0%            0            0.0%
         Total               143        100.0%       151,347        100.0%      186,583          100.0%

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Office of Thrift Supervision                                                Evaluation Date:       05/03/2004
Large Savings Association Performance Evaluation                            Docket Number:             14470



Institution (continued)


According to 1990 and 2000 census data, 36.0 percent and 36.9 percent, respectively, of the families
in the assessment area are classified as low- and moderate-income, and 5.1 percent and 5.6 percent of
the families, respectively, have incomes below the poverty level. The Department of Housing and
Urban Development (HUD) annually adjusts the 1990 and 2000 census data to update the income
levels. The adjusted figures are used in the Lending to Borrowers of Different Incomes section of
this Performance Evaluation.

Table 4(a) indicates the median family income ranges of each income category based on the 2002
HUD adjustment; table 4(b) reflects the updated HUD median family income for each year during the
review period; and table 4(c) shows the distribution of families (based on 1990 and 2000 census data)
in each income range of the assessment area.

                 Table 4(a) - Median Family Income Ranges (*)           Table 4(b) - Annual HUD
                Income Category              Income Ranges               Median Family Income
              (As % of MSA Median)        From           To               Year         Amount
             Low          (< 50%)               $1        $34,999         2001         $72,100
             Moderate (50% - 79%)          $35,000        $55,999         2002         $75,900
             Middle (80% - 119%)           $56,000        $83,999         2003         $70,000
             Upper     (>= 120%)           $84,000           +
             * Based on HUD 2002 Median Family Income of the MSA




                            Table 4(c) - Distribution of Families in Assessment Area
            Family Income Category             1990 Census Data              2000 Census Data
             (As a % of MSA Median)         Number           Percent        Number       Percent
            Low            (< 50%)            23,116           17.2%         28,534       18.9%
            Moderate (50% - 79%)              25,330           18.8%         27,352       18.1%
            Middle    (80% - 119%)            35,886           26.6%         36,599       24.2%
            Upper     (>= 120%)               50,394           37.4%         58,862       38.8%
              Total                         134,726          100.0%         151,347      100.0%


The total population in the assessment area reached nearly 600,000 people by 2000, a growth of more
than 14% versus 1990. New Castle County, the most densely populated county in Delaware, and
home to the cities of Wilmington and Newark, now has more than 500,000 residents. This is nearly
two-thirds of the population of the entire state of Delaware. Cecil County, a bedroom community for
Wilmington and Baltimore, has grown 17% over the past 10 years, bringing its total population to
nearly 86,000 residents.

Delaware’s economy has undergone significant changes over the past decade. Prior to the 1990s,
Dupont and other large chemical companies supported a significant workforce. In the early 1990s,
there was a shift in the employment base, with financial services and other service organizations
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Office of Thrift Supervision                                           Evaluation Date:     05/03/2004
Large Savings Association Performance Evaluation                       Docket Number:           14470



Institution (continued)

increasing their hiring while the traditional manufacturing organizations scaled down their
workforces. Although the State’s economy is still supported by the chemical and automotive
industries, the largest employers also now include financial services and medical services. The top
five employers in the state in 2004 were the State of Delaware, MBNA Corporation, the Dupont
Company, Christiana Health Care System, and Hercules, representing 70,000 jobs. In New Castle
County, employment is concentrated largely in the services sector (56.2% of total jobs) and the retail
sector (17.7% of total jobs).

Mirroring national trends, Delaware’s economy slowed during the review period. Total employment
in the State fell from 427,100 people in December 2000 to 411,500 people by December of 2002. In
2003, this number continued to drop. In March 2004, the unemployment rate was 3.9%. While the
unemployment rate remains relatively low, there was a distinct shift in employment. Many of the
middle-level managers or professionals who were laid off over the past few years reentered the
workforce at lower income levels and in jobs outside their fields. Dupont executives, banking middle
managers, IT professionals and others accepted different positions, primarily in the service sector,
after their jobs were eliminated.

Layoffs and reductions in income had a disproportionate effect on LMI families. In Wilmington, job
shifts from manufacturing to the service industry widened the gap between LMI and middle-income
families. Individuals previously employed in manufacturing are now forced to seek service jobs,
with much lower average pay. State safety net services continue to shrink as federal pass-through
dollars have been reduced, and the economic outlook for the state government has not been positive
since 2001. LMI families have been forced to rely more heavily on local social service providers and
other assessment area community organizations.

A Wilmington-based community contact was reviewed to help identify community credit needs and
determine to what extent financial institutions are meeting those needs. The organization focuses on
the economic development of downtown Wilmington, Delaware, and is working with the vast
majority of locally based banks on development in the south Market Street area known as Ships
Tavern. The contact indicated that the competition from local financial institutions, including a
number of credit card banks, has essentially covered all of the banking and credit needs of the
community.

Conclusions With Respect To Performance Tests


As part of the CRA review, an analysis of the institution’s performance under the lending test,
investment test and service test was conducted. In consideration of each test, various reviews were
performed to assess the institution’s level of performance.


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Office of Thrift Supervision                                                         Evaluation Date:      05/03/2004
Large Savings Association Performance Evaluation                                     Docket Number:            14470



Institution (continued)


      Lending Test:


Under the lending test, the areas reviewed consisted of the institution’s lending activity within its
assessment area, the geographic distribution of loans, the borrower’s profile and evidence that loans
were made to all income groups. Additional areas reviewed included the institution’s responsiveness
to the credit needs of highly economically disadvantaged geographies and individuals, community
development lending activities and the use of innovative and flexible loan products to serve the
assessment area credit needs.

Lending in the Assessment Area

Table 5 illustrates the total number and dollar amount of HMDA-reportable loans originated in and
outside the assessment area during the 36-month review period ending December 31, 2003. For
comparison purposes, the table reflects lending activity by each appropriate year during the review
period.

                                     Table 5 - Concentration of Residential Loans *
                                                 01/01/2001 – 12/31/2003
                                                  (Dollars in thousands)
                   Period                 In Assessment            Outside Assessment        Total HMDA
                   By Year                      Area                       Area                Loans
                                           #             %             #          %                #
                     2001                    220        0.6%           37,696    99.4%            37,916
                     2002                    276        0.5%           53,763    99.5%            54,039
                     2003                    543        0.9%           58,734    99.1%            59,277
                     Total                1,039         0.7%          150,193    99.3%           151,232
                                        $ Amt            %           $ Amt        %             $ Amt
                     2001              $21,813          0.5%       $4,147,005    99.5%        $4,168,818
                     2002               29,865          0.5%        6,337,534    99.5%         6,367,399
                     2003               70,177          1.0%        7,024,365    99.0%         7,094,542
                     Total            $121,855          0.7%      $17,508,904    99.3%       $17,630,759

             * Percents are based on total loans originated during applicable year


CTB’s volume of lending in the assessment area is considered adequate. During 2002 (the latest data
available), 447 lenders reported granting 44.7 thousand HMDA reportable loans for $9.5 billion in
the assessment area. CTB ranked 36th by number of loans, with 276 loans for $29.9 million. This
represented a 0.62 percent market share of the number of loans within the assessment area. Amongst
the lenders with higher assessment area lending volumes were national retail banking institutions,
local financial institutions with substantial retail branch networks, and large national and regional
mortgage bankers. Competition for assessment area loans is significant with national lenders that are

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  Office of Thrift Supervision                                                  Evaluation Date:           05/03/2004
  Large Savings Association Performance Evaluation                              Docket Number:                 14470



  Institution (continued)

  domiciled in Delaware, such as CTB, seeking to fulfill CRA commitments in a limited geographic
  market.

  At the February 25, 2001 CRA evaluation, when CTB was rated “Outstanding,” a total of 1,232
  assessment area loans were granted during the three year period from 1999 through 2001.

  Geographic Distribution of Loans

  Part of the lending test includes an analysis of CTB’s HMDA lending activity among geographic
  areas of different income levels within the assessment area. Table 6 provides an analysis of the
  institution’s HMDA-reportable lending activity for each year throughout the review period, and
  compares this activity to the 2002 aggregate HMDA reporters refinancing activity. (Note: Loans
  originated in 2003 are applied to the 2000 census data characteristics.)

                       Table 6 - Distribution of Citicorp Trust Bank’s HMDA-Reportable Loans
                                By Geography Income Level in the Assessment Area
                                                 (Dollars in thousands)
Geography                                                                             Review Period          Aggregate
Income               2001                    2002                    2003           1/1/01 – 12/31/03          2002
Level             #          %            #           %           #         %          #           %          % by #
Low                  11      5.0%             3       1.1%            7     1.3%            21      2.0%          0.8%
Moderate             55    25.0%             55      19.9%           95    17.5%           205    19.7%           8.4%
Middle              117    53.2%            172      62.3%          346    63.7%           635    61.1%          57.4%
Upper                37    16.8%             46      16.7%           95    17.5%           178    17.1%          33.4%
  Total             220   100.0%            276    100.0%           543   100.0%         1,039   100.0%         100.0%
                  $          %            $           %           $         %          $           %          % by $
Low                $611      2.8%          $169       0.6%         $434     0.6%       $1,214       1.0%          0.3%
Moderate          4,067    18.6%          4,432      14.8%        9,041    12.9%       17,540     14.4%           7.0%
Middle           11,801    54.1%         19,280      64.6%       44,271    63.1%       75,352     61.8%          48.6%
Upper             5,334    24.5%          5,984      20.0%       16,431    23.4%       27,749     22.8%          44.1%
  Total         $21,813   100.0%        $29,865    100.0%       $70,177     100.0    $121,855    100.0%         100.0%


  CTB’s percentage of both the number of loans and dollar volume in LMI geographies was more than
  twice the percentage of aggregate HMDA reporters, when comparing 2002 and the entire review
  period. This represented an excellent response to the credit needs of LMI communities and
  neighborhoods.

  Borrower Characteristics

  Part of the lending test includes an analysis of CTB’s lending activity among borrowers of different
  income levels within the assessment area. Table 7 provides an analysis of CTB’s HMDA-reportable


                                                                                                                  11
  Office of Thrift Supervision                                                  Evaluation Date:           05/03/2004
  Large Savings Association Performance Evaluation                              Docket Number:                 14470



  Institution (continued)

  lending activity for each year throughout the review period, and compares this activity to the 2002
  aggregate HMDA reporters refinancing activity.



                       Table 7 - Distribution of Citicorp Trust Bank’s HMDA-Reportable Loans
                                 By Borrower Income Level in the Assessment Area
                                                 (Dollars in thousands)
Borrower                                                                              Review Period          Aggregate
Income               2001                    2002                    2003           1/1/01 – 12/31/03          2002
Level             #          %            #           %           #         %          #           %          % by #
Low                  67    30.5%             67      24.3%           73    13.4%           207    19.9%           8.4%
Moderate             69    31.4%             86      31.2%          106    19.5%           261    25.1%          21.2%
Middle               52    23.6%             55      19.9%           70    12.9%           177    17.0%          25.1%
Upper                22    10.0%             16       5.8%           46     8.5%            84      8.1%         27.8%
Income NA            10      4.5%            52      18.8%          248    45.7%           310    29.8%          17.6%
  Total             220   100.0%            276    100.0%           543   100.0%         1,039   100.0%         100.0%
                  $          %            $           %           $         %          $           %          % by $
Low              $4,655    21.3%         $5,640      18.9%       $6,118     8.7%      $16,413     13.5%           3.4%
Moderate          7,043    32.3%          9,130      30.6%       12,449    17.7%       28,622     23.5%          11.2%
Middle            5,819    26.7%          7,747      25.9%       10,058    14.3%       23,624     19.4%          16.4%
Upper             3,633    16.7%          2,230       7.5%        7,966    11.4%       13,829     11.3%          56.6%
Income NA           663      3.0%         5,118      17.1%       33,586    47.9%       39,367     32.3%          12.4%
  Total          21,813   100.0%        $29,865    100.0%        70,177   100.0%     $121,855    100.0%         100.0%


  CTB’s percentage of both the number of loans and dollar volume to LMI borrowers was significantly
  higher than the percentages of the aggregate HMDA reporters, when comparing 2002 and the entire
  review period. This represented an excellent response to the credit needs of LMI borrowers.

  Community Development Lending

  The institution had a substantial impact on the assessment area, many times in a leadership role,
  through its community development lending activity.

  CTB requested consideration of affiliate community development lending activity. The institution,
  through the affiliated Citibank Community Development (CCD) division, forms partnerships with
  local and national community development organizations, providing a diverse mix of community
  development loan funding to support a broad range of community development activities, including
  small business and job creation, affordable housing, and financing for non-profit community
  facilities, such as child care centers.

  CCD also supports local community development organizations by participating in loan funds and
  pools from which end-user community development corporation loans are made. CCD’s community

                                                                                                                  12
Office of Thrift Supervision                                                  Evaluation Date:           05/03/2004
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Institution (continued)

development lending products include: construction financing; letters of credit; bridge loans;
permanent mortgages; warehouse lines of credit; and pre-development lines of credit.

During the review period, CTB committed over $2.4 million to The Delaware Community
Investment Corporation (DCIC) in the assessment area. DCIC, a multi-bank development corporation
formed in 1993, provides permanent financing for affordable low-income housing development and
makes equity investments in projects that qualify for federal low-income housing tax credits
throughout Delaware.

Between 2001 and 2003, the affiliated CCD committed $110.8 million in lines of credit and
warehouse facilities to nationwide intermediaries and tax credit syndicators on behalf of CTB. This
lending helped fund affordable housing and other community development efforts on a nationwide
scale, in keeping with CTB’s national lending presence, as well as a broader statewide or regional
lending area including the assessment area. Table 8 highlights the specific projects and programs

                                                    Table 8
                                          Community Development Loans

            Entity Name                 Location          $                         Description
  Community Development
  Organizations- Local


                                                                   Commitment to provide permanent loans for
                                                                   acquisition, post construction, and post
                                                                   rehabilitation of affordable housing in the
  DCIC Housing Fund III            MSA                 2,000,000   assessment area and throughout Delaware;
                                                                   two projects for $206 thousand (ADC 1 and
                                                                   Princeton Apartments) were funded under
                                                                   this commitment providing 71 units
                                                                   Committed and funded revitalization and
                                                                   construction of the Ships Tavern
  DCIC Urban Renewal Fund          MSA                  425,000
                                                                   development in a low-income downtown
                                                                   Wilmington geography
  Total Local Community
                                                       2,425,000
  Development Loans


  Community Development
  Organizations- National


                                                                   Warehouse lines of credit to the nation’s
                                                                   largest non-profit syndicator of low-income
                                                                   housing tax credits; allows NEF to acquire
  National Equity Fund and National
                                    Chicago, ILL      86,000,000   and hold interests in LIHTC projects before
  Equity Fund 2002
                                                                   commitment from investors; includes $30
                                                                   million line of credit granted July 2001 and
                                                                   renewed July 2002
                                                                   Warehouse line of credit to allow RCC to
  Related Capital Company          New York, NY       24,750,000   acquire low-income housing tax credit multi-
                                                                   family projects prior to funding by investors;
                                                                                                                    13
Office of Thrift Supervision                                               Evaluation Date:         05/03/2004
Large Savings Association Performance Evaluation                           Docket Number:               14470



Institution (continued)
                                                                 line of credit granted December 2001 and
                                                                 renewed December 2002
  Total National Community
                                                   110,750,000
  Development Loans


CTB has a $250 thousand commitment to the DCIC Community Investment Fund/HLF I, made prior
to the review period. Four loans were funded out of this commitment during the review period,
totaling $90 thousand. These included $21 thousand for rehabilitation of the Kingswood Community
Center, located in a low-income census tract in Wilmington and serving low-income families and
individuals, as well as the Southbridge Medical Center and Wilmington Headstart program.

Innovative and Flexible Lending Practices

In January 2003, CTB implemented the $.M.A.R.T. Step Feature program, which gives a sub-prime
rated borrower a reduction in the interest rate of up to one percentage point once the borrower
remains current on mortgage payments for twenty-four months. As of the CRA evaluation date, over
22 thousand loan customers, whose loans were originated between January 2003 and March 2004,
remain eligible for this rate reduction upon completion of 24 months of timely mortgage payments.

Measured solely by assessment area loan volume, which represented only 0.7 percent of overall
lending volume, CTB’s overall lending performance would be less than adequate for a retail lending
institution of its size. However, CTB’s business strategy is based on a non-traditional, non-branch
distribution channel designed to lend to consumers nationwide. Based on the performance context, as
defined in the CRA regulation, OTS considers lending outside the assessment area when an
institution with a nationwide business strategy performs in a satisfactory manner in its designated
assessment area.

Based on the substantial percentage of loans in assessment area LMI geographies and to LMI
borrowers, a leadership role in community development lending, and the reasonable volume of
assessment area lending, CTB exceeded the standard for satisfactory lending performance in the
assessment area. Therefore, this evaluation considered lending outside the assessment area in
reaching an overall conclusion regarding the institution’s performance under the Lending Test.




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Office of Thrift Supervision                                                   Evaluation Date:          05/03/2004
Large Savings Association Performance Evaluation                               Docket Number:                14470



Institution (continued)


Supplemental Evaluation Areas


CTB, as a nationwide lender of refinanced home mortgage loans for debt consolidation purposes,
originates 99% of its lending outside its assessment area. Therefore, the analysis includes lending in
the assessment area as well as lending in selected urban markets nationwide. For evaluation purposes,
these markets are identified as Supplemental Evaluation Areas.

Lending is disbursed throughout the United States, with no geographic concentrations noted. The
greater metropolitan areas of Los Angeles and New York provided the largest percentage
concentrations of loans, with 8.2 percent and 7.2 percent, respectively, of the number of total HMDA
loans reported during the review period.

Table 9 provides data for nine major metropolitan areas where CTB was an active lender during the
review period. The Philadelphia CMSA does not include the Wilmington-Newark DE-MD MSA
#9160 assessment area, already evaluated above.

The institution consistently outperformed aggregate HMDA lenders in lending in LMI geographies
and to LMI borrowers in the Supplemental Evaluation Areas, evidencing an excellent response to
community credit needs in these areas.

                              Table 9 - Distribution of Residential Mortgage Loans
                                  By Individual Supplemental Evaluation Area
                                              (Dollars in thousands)
                                                                                     Review       % of
            Supplemental Area            2001          2002          2003            Period       Total
                                                                                                  Loans
        By Number:
        Chicago CMSA                          914        1,456         1,721            4,091      2.7%
        Detroit CMSA                          815        1,065           957            2,837      1.9%
        Los Angeles CMSA                    2,554        4,465         5,313           12,332      8.2%
        NY-Northern NJ CMSA                 2,455        4,209         4,179           10,843      7.2%
        Philadelphia CMSA                     509          974         1,186            2,669      1.8%
        Washington DC CMSA                    478        1,462         1,596            3,536      2.3%
        Kansas City MSA                       947          970           936            2,853      1.9%
        Minneapolis MSA                       685        1,106         1,104            2,895      1.9%
        Phoenix-Mesa MSA                    1,295        1,351         1,111            3,757      2.5%
         Total Supplemental Areas          10,652       17,058        18,103           45,813     30.3%

        By $ Amount:
        Chicago CMSA                     106,772       177,255       226,997           511,024     2.9%
        Detroit CMSA                      92,053       122,439       107,972           322,464     1.8%
        Los Angeles CMSA                 389,922       731,272       906,319         2,027,513    11.5%
        NY-Northern NJ CMSA              373,796       674,265       699,414         1,747,475     9.9%

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Office of Thrift Supervision                                                Evaluation Date:       05/03/2004
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Institution (continued)
        Philadelphia CMSA                  52,929     101,234     121,222          275,385      1.6%
        Washington DC CMSA                 69,074     222,413     250,509          541,996      3.1%
        Kansas City MSA                    93,792      98,989     100,839          293,620      1.7%
        Minneapolis MSA                    89,318     147,109     164,107          400,534      2.3%
        Phoenix-Mesa MSA                  141,203     157,708     128,453          427,364      2.4%
         Total Supplemental Areas       1,408,859   2,432,684   2,705,832        6,547,375     37.1%


These supplemental evaluation areas, representing 30 percent of the number and 37 percent of the
dollar volume of review period nationwide lending, are evaluated to determine how CTB is meeting
credit needs on a national scale, consistent with its strategy to offer nationwide lending. Summaries
of the geographic and borrower distribution of loans are presented below, along with analysis of
aggregate HMDA reporters, and major LMI lenders refinancing activity, for 2002 (the latest data
available). Tables supporting the conclusions for individual areas are included in Appendix A.



Description of Lending Activity in Chicago CMSA Supplemental
Evaluation Area


CTB reported granting 1,446 refinancing loans for $176 million in 2002 (the latest data available),
ranking 63rd by number of loans in this area with a 0.25 percent market share. A total of 981 lenders
reported 590 thousand HMDA refinancing loans for $104.6 billion in 2002, including affiliated
entities Citimortgage, Inc., a prime rate lender, Citibank FSB, and Citifinancial Mortgage, a sub-
prime lender who combined for over 15 thousand refinancing loans in this area as well.

The aggregate HMDA lenders made 11.6 percent of their refinancing loans in LMI geographies in
2002. CTB granted 17.4 percent of its loans in LMI geographies, one and one-half times the rate of
the aggregate HMDA lenders. There were 18 lenders granting more than 1,200 loans that made a
higher percentage of their refinancing loans in LMI geographies, including both Citimortgage and
Citifinancial.

The aggregate HMDA lenders made 24.7 percent of their refinancing loans to LMI borrowers in
2002. CTB granted 49.6 percent of its loans to LMI borrowers, more than twice the rate of the
aggregate HMDA lenders. There were only six lenders granting more than 1,200 loans that made a
higher percentage of their refinancing loans to LMI borrowers. These included Option One Mortgage,
New Century Mortgage, Long Beach Mortgage, Fremont Investment and Loan, First Franklin
Financial, and Ameriquest Mortgage.




                                                                                                          16
Office of Thrift Supervision                                          Evaluation Date:     05/03/2004
Large Savings Association Performance Evaluation                      Docket Number:           14470



Institution (continued)


Description of Lending Activity in Detroit CMSA Supplemental
Evaluation Area


CTB reported granting 1,060 refinancing loans for $122 million in 2002 (the latest data available),
ranking 61st by number of loans in this area with a 0.25 percent market share. A total of 642 lenders
reported 429 thousand HMDA refinancing loans for $64.8 billion in that year, including affiliated
entities Citimortgage, Inc., Citibank FSB, and Citifinancial Mortgage who granted 4,307 refinancing
loans in this area as well.

The aggregate HMDA lenders made 12 percent of their refinancing loans in LMI geographies in
2002. CTB granted 19.1 percent of its loans in LMI geographies, more than one and one-half times
the rate of the aggregate HMDA lenders. There were 11 lenders granting more than 1,000 loans that
made a higher percentage of their refinancing loans in LMI geographies, including Citifinancial
Mortgage.

The aggregate HMDA lenders made 27.5 percent of their refinancing loans to LMI borrowers in
2002. CTB granted almost 46 percent of its loans to LMI borrowers, more than 1.6 times the rate of
the aggregate HMDA lenders. There were only six lenders granting more than 1,000 loans that made
a higher percentage of their refinancing loans to LMI borrowers. These included Option One
Mortgage, New Century Mortgage, Pavilion Mortgage, Michigan Fidelity Acceptance, First Franklin
Financial, and Ameriquest Mortgage.

Description of Lending Activity in Los Angeles CMSA Supplemental
Evaluation Area


CTB reported granting 4,436 refinancing loans for $726.6 million in 2002 (the latest data available),
ranking 35th by number of loans in this area with a 0.44 percent market share. A total of 863 lenders
reported 1.01 million HMDA refinancing loans for $230.6 billion in that year, including affiliated
entities Citimortgage, Inc and Citibank, FSB that granted almost 15.8 thousand refinancing loans in
this area as well.

The aggregate HMDA lenders made 11.8 percent of their refinancing loans in LMI geographies in
2002. CTB granted 24 percent of its loans in LMI geographies, more than twice the rate of the
aggregate HMDA lenders. The aggregate HMDA lenders made 12.7 percent of their refinancing
loans to LMI borrowers in 2002. CTB granted 31.4 percent of its loans to LMI borrowers, almost two
and one-half times the rate of the aggregate HMDA lenders.



                                                                                                   17
Office of Thrift Supervision                                          Evaluation Date:     05/03/2004
Large Savings Association Performance Evaluation                      Docket Number:           14470



Institution (continued)

There were no lenders granting more than 3,000 loans that made a higher percentage of their
refinancing loans in LMI geographies or to LMI borrowers than CTB.



Description of Lending Activity in New York-Northern NJ-Long Island CMSA
Supplemental Evaluation Area


CTB reported granting 4,175 refinancing loans for $672 million in 2002 (the latest data available),
ranking 35th by number of loans in this area with a 0.58 percent market share. A total of 988 lenders
reported 721 thousand HMDA refinancing loans for $168 billion in that year, including affiliated
entities Citibank NA, Citibank, FSB, Citifinancial Mortgage, and Citimortgage that made more than
27.4 thousand refinancing loans in this area as well.

The aggregate HMDA lenders made 10.7 percent of their refinancing loans in LMI geographies in
2002. CTB granted 18.3 percent of its loans in LMI geographies, more than 1.7 times the rate of the
aggregate HMDA lenders. There were only three lenders granting more than 3,000 loans that made a
higher percentage of their refinancing loans to LMI borrowers. These included Option One Mortgage,
New Century Mortgage, and Ameriquest Mortgage.

The aggregate HMDA lenders made 18.4 percent of their refinancing loans to LMI borrowers in
2002. CTB granted 37.2 percent of its loans to LMI borrowers, more than twice the rate of the
aggregate HMDA lenders. There were no lenders granting more than 3,000 loans that made a higher
percentage of their refinancing loans to LMI borrowers than CTB.

Description of Lending Activity in Philadelphia CMSA Supplemental
Evaluation Area

CTB reported granting 962 refinancing loans for $100 million in 2002 (the latest data available),
ranking 43rd by number of loans in this area with a 0.41 percent market share. A total of 689 lenders
reported almost 233 thousand HMDA refinancing loans for $56.7 billion in that year. Affiliated
entities Citimortgage, Inc., Citibank, FSB, and Citifinancial Mortgage granted 3,154 refinancing
loans combined in this area as well.

The aggregate HMDA lenders made just over 6.8 percent of their refinancing loans in LMI
geographies in 2002. CTB granted 18.9 percent of its loans in LMI geographies, almost 2.8 times the
rate of the aggregate HMDA lenders. There were only two lenders, mortgage bankers Equity One and
American Business Financial, that granted more than 800 loans and made a higher percentage of their
refinancing loans in LMI geographies.


                                                                                                  18
Office of Thrift Supervision                                          Evaluation Date:     05/03/2004
Large Savings Association Performance Evaluation                      Docket Number:           14470



Institution (continued)

The aggregate HMDA lenders made 16.8 percent of their refinancing loans to LMI borrowers in
2002. CTB granted more than one-third of its loans to LMI borrowers, twice the rate of the aggregate
HMDA lenders. There were only two lenders, Option One Mortgage and Ameriquest Mortgage, that
granted more than 800 loans and made a higher percentage of their refinancing loans to LMI
borrowers.

Description of Lending Activity in Washington DC CMSA Supplemental
Evaluation Area


CTB reported granting 1,450 refinancing loans for $221 million in 2002 (the latest data available),
ranking 58th by number of loans in this area with a 0.28 percent market share. A total of 815 lenders
reported 511 thousand HMDA refinancing loans for $101 billion in that year. Affiliated entities
Citimortgage, Inc., Citibank FSB, and Citifinancial Mortgage granted just over 10,400 refinancing
loans combined in this area as well.

The aggregate HMDA lenders made 9.3 percent of their refinancing loans in LMI geographies in
2002. CTB granted 17.1 percent of its loans in LMI geographies, just below two times the rate of the
aggregate HMDA lenders. There were only three lenders granting more than 1,000 loans that made a
higher percentage of their refinancing loans in LMI geographies. These included Citibank FSB,
Ameriquest Mortgage, and Mortgage Investors, Inc.

The aggregate HMDA lenders made 22.3 percent of their refinancing loans to LMI borrowers in
2002. CTB granted 44.4 percent of its loans to LMI borrowers, just under twice the rate of the
aggregate HMDA lenders. Amongst lenders granting more than 1,000 loans only one, Option One
Mortgage, made a higher percentage of their refinancing loans to LMI borrowers.

Description of Lending Activity in Kansas City MSA Supplemental Evaluation
Area


CTB reported granting 964 refinancing loans for $98 million in 2002 (the latest data available),
ranking 20th by number of loans in this area with a 0.84 percent market share. A total of 538 lenders
reported almost 115 thousand HMDA refinancing loans for $14.9 billion in that year.

The aggregate HMDA lenders made just over eight percent of their refinancing loans in LMI
geographies in 2002. CTB granted almost 11 percent of its loans in LMI geographies, more than 1.3
times the rate of the aggregate HMDA lenders. There were six lenders granting more than 800 loans
that made a higher percentage of their refinancing loans in LMI geographies.



                                                                                                   19
Office of Thrift Supervision                                          Evaluation Date:     05/03/2004
Large Savings Association Performance Evaluation                      Docket Number:           14470



Institution (continued)

The aggregate HMDA lenders made 24.4 percent of their refinancing loans to LMI borrowers in
2002. CTB granted 43.4 percent of its loans to LMI borrowers, more than 1.7 times the rate of the
aggregate HMDA lenders. Amongst lenders granting more than 800 loans only one, Ameriquest
Mortgage, made a higher percentage of their refinancing loans to LMI borrowers.



Description of Lending Activity in Minneapolis MSA Supplemental
Evaluation Area

CTB reported granting 1,092 refinancing loans for $145.7 million in 2002 (the latest data available),
ranking 30th by number of loans in this area with a 0.46 percent market share. A total of 569 lenders
reported over 237 thousand HMDA refinancing loans for $37.5 billion in that year. Affiliated entities
Citimortgage, Inc., and Citifinancial Mortgage, granted 1,663 refinancing loans combined in this area
as well.

The aggregate HMDA lenders made 10.4 percent of their refinancing loans in LMI geographies in
2002. CTB granted 14.2 percent of its loans in LMI geographies, almost 1.4 times the rate of the
aggregate HMDA lenders. There were eight lenders granting more than 1,000 loans that made a
higher percentage of their refinancing loans in LMI geographies.

The aggregate HMDA lenders made just over one-third of their refinancing loans to LMI borrowers
in 2002. CTB granted 55.9 percent of its loans to LMI borrowers, more than 1.6 times the rate of the
aggregate HMDA lenders. There were only two lenders, New Century Mortgage and Town and
Country Mortgage, that granted more than 1,000 loans and made a higher percentage of their
refinancing loans to LMI borrowers.

Description of Lending Activity in Phoenix-Mesa MSA Supplemental
Evaluation Area


CTB reported granting 1,348 refinancing loans for $157.6 million in 2002 (the latest data available),
ranking 35th by number of loans in this area with a 0.45 percent market share. A total of 639 lenders
reported almost 236 thousand HMDA refinancing loans for $35.1 billion in that year. Affiliated
entities Citimortgage, Inc., Citibank FSB, and Citifinancial Mortgage granted almost 2,500
refinancing loans combined in this area as well.

The aggregate HMDA lenders made just over 12 percent of their refinancing loans in LMI
geographies in 2002. CTB granted 23.5 percent of its loans in LMI geographies, almost twice the rate
of the aggregate HMDA lenders. The aggregate HMDA lenders made just over 20 percent of their


                                                                                                  20
Office of Thrift Supervision                                            Evaluation Date:      05/03/2004
Large Savings Association Performance Evaluation                        Docket Number:            14470



Institution (continued)

refinancing loans to LMI borrowers in 2002. CTB granted 45 percent of its loans to LMI borrowers,
more than twice the rate of the aggregate HMDA lenders.

There were only three lenders granting more than 1,000 loans that made a higher percentage of their
refinancing loans in LMI geographies and to LMI borrowers. These included Ameriquest Mortgage,
Option One Mortgage, and New Century Mortgage.

      Investment Test:


Under the investment test, the areas reviewed consisted of the institution’s investment and grant
activity, the innovativeness or complexity of such activity, and its responsiveness to credit and
community development needs.

The institution had a substantial role in meeting the community development needs of the local
assessment area, a broader statewide or regional area, and national markets served through its
       qualified investment activity. The performance was deemed outstanding. Qualified
investments provided funding for single and multi-family affordable housing, affordable housing and
neighborhood revitalization groups, community and outreach programs for low-income residents
including senior citizens, and housing and support services for special needs populations.

CTB requested consideration of affiliate community development investment activity. Community
development investments are undertaken by Citibank’s Community Development group (CCD). The
investments are allocated to the institution based on the asset base, available market opportunities and
a comparison of peer investment activity. Specific assessment area qualified investments, those
reaching a broader statewide or regional area, and national community development investments are
detailed in Tables A19 through A21 in Appendix A.

CTB’s qualified community development grants provided significant resources for a broad range of
affordable housing, small business development, and other organizations providing important
services to LMI communities and populations. These grants reflected an outstanding response to the
needs of the assessment area, and a broader statewide or regional area.

The Citigroup Foundation, the philanthropic arm of Citigroup Inc., administers the grant program
based on local requests from the institution. The Foundation also made several large national
community development grants during the review period, which were allocated to the institution as
described above.

Qualified community development grants supported programs to provide food to needy populations
and organizations serving low-income communities, consumer credit counseling for LMI and first-

                                                                                                     21
Office of Thrift Supervision                                            Evaluation Date:      05/03/2004
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Institution (continued)

time homebuyers, financial counseling and training for other residents including students, job training
for low-income populations, and organizations that encourage small business development and
entrepreneurship amongst women and minorities.



      Service Test:

Under the service test, the areas reviewed consisted of the accessibility of delivery systems, changes
in branch locations, reasonableness of business hours, and the extent of community development
services.




Retail Services

CTB has one deposit-taking branch, located in a middle-income census tract in Newark, Delaware.
Although it offers teller services, CTB offers neither direct consumer deposit products nor lending
products from this office. There is also one loan office, located in a middle-income census tract in
Newark, Delaware, that is open to the general public to apply for loan products, and also has
available a library of free financial booklets for consumers.

CTB makes first and second mortgage loans to customers nationwide, with 85 percent of the portfolio
comprised of first mortgages. The majority of CTB’s lending on a nationwide basis is done through
the PFS network. The PFS network of representatives does not rely on clients visiting an office or
responding to direct mail or newspaper advertising. Instead, it sources its clients through face-to-face
presentations and referrals. The PFS network penetrates nationwide markets with products such as
term life insurance, investment products, and personal and real estate-secured loans, incorporating a
customer financial needs analysis in the sales process. CTB management believes this sales strategy
and delivery mechanism has no direct competitor in the assessment area.

Community Development Services

During the review period, CTB provided leadership on major community development and affordable
housing policy issues, including technical assistance to non-profit groups. CTB also worked regularly
with community organizations that provide financial education to LMI individuals and families. The
institution was a leader in providing a significant level of community development services in the
assessment area, a broader statewide or regional area, and at the national level in conjunction with
affiliated entities.


                                                                                                     22
Office of Thrift Supervision                                         Evaluation Date:      05/03/2004
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Institution (continued)

Community development services were designed to increase access to financial services, particularly
among LMI individuals and families that require assistance with financial and credit management,
along with helping non-profit groups and task forces determine community development needs and
how best to respond to them.

The institution developed several programs, offered through Citibank Community Development
Institute, that were designed to build capacity and leadership within the non-profit community
development sector. CTB employees served as board members for a number of assessment area-
based community development organizations, and employees actively volunteered for programs that
benefit LMI populations.

CTB also delivered national service programs during the assessment period. These initiatives were
focused on financial education and asset building, and provided important financial information to
individuals and families nationally.
Specific assessment area community development services, those reaching a broader statewide or
regional area, and national markets are detailed in Table A22 in Appendix A.

Compliance with Antidiscrimination Laws

No violations of the substantive provisions of the antidiscrimination laws and regulations were
identified during the most recent examination at which we evaluated compliance with consumer laws
and regulations. Should the next independent examination find violations of the substantive
provisions of the antidiscrimination laws and regulations, we will conduct a new evaluation taking
into consideration the evidence of discriminatory or other illegal practices and assign a new rating
accordingly.




                                                                                                  23
Office of Thrift Supervision                                                                        Evaluation Date:             05/03/2004
Large Savings Association Performance Evaluation                                                    Docket Number:                   14470



Appendix A

Scope of Examination



                                                        SCOPE OF EXAMINATION
                        Full Scope Large Bank CRA Evaluation
                          TIME PERIOD REVIEWED:                   January 1, 2001 through December 31, 2003
                           FINANCIAL INSTITUTION                                          PRODUCTS REVIEWED
                        Citicorp Trust Bank, FSB                                         HMDA mortgage loans
                                  AFFILIATE(S)                      AFFILIATE              PRODUCTS REVIEWED
                                                                 RELATIONSHIP
                        CitiFinancial Mortgage                   Affliated               Purchased HMDA
                        Company                                  mortgage                mortgage loans
                                                                 banker
                        Citibank, NA                             Affiliated              Community development
                                                                 national bank           loans and qualified
                                                                                         investments




                             LIST OF ASSESSMENT AREAS AND TYPE OF EXAMINATION
                                              TYPE OF       BRANCHES              OTHER
               ASSESSMENT AREA                                       i
                                          EXAMINATION        VISITED           INFORMATION
            Wilmington-Newark, DE-MD     Full Scope    100 Commerce Drive   NA
            MSA #9160                                  Newark, DE




Performance in the Supplemental Evaluation Areas

The following charts provide detailed data to support the conclusions regarding lending in each
supplemental evaluation area discussed in the Lending Test.




i
    There is a statutory requirement that the written evaluation of a multi-state institution’s performance must list the individual branches
     examined.
                                                                                                                                           24
  Office of Thrift Supervision                                                 Evaluation Date:           05/03/2004
  Large Savings Association Performance Evaluation                             Docket Number:                 14470



  Appendix A (continued)


  Lending in the Chicago CMSA

                      Table A1 - Distribution of Citicorp Trust Bank’s HMDA-Reportable Loans
                  By Geography Income Level in the Chicago CMSA Supplemental Evaluation Area
                                               (Dollars in thousands)
Geography                                                                            Review Period          Aggregate
Income               2001                   2002                    2003           1/1/01 – 12/31/03          2002
Level             #         %            #           %           #         %          #           %          % by #
Low                  26     2.8%            32       2.2%           62     3.6%           120      2.9%          2.6%
Moderate            167    18.3%           221      15.2%          420    24.4%           808    19.8%           9.0%
Middle              523    57.2%           830      57.0%          857    49.8%         2,210    54.0%          41.9%
Upper               198    21.7%           373      25.6%          382    22.2%           953    23.3%          46.5%
  Total             914   100.0%         1,456    100.0%         1,721   100.0%         4,091   100.0%         100.0%
                  $         %            $           %           $         %          $           %          % by $
Low              $2,213     2.1%        $3,025       1.7%       $5,588     2.5%      $10,826       2.1%          2.5%
Moderate         15,619    14.6%        19,976      11.3%       44,227    19.5%       79,822     15.6%           7.5%
Middle           59,990    56.2%        96,528      54.5%      113,849    50.2%      270,367     52.9%          33.8%
Upper            28,950    27.1%        57,726      32.5%       63,333    27.8%      150,009     29.4%          56.2%
  Total        $106,772   100.0%     $177,255     100.0%     $226,997    100.0%     $511,024    100.0%         100.0%




                       Table A2 - Distribution of Citicorp Trust Bank’s HMDA-Reportable Loans
                    By Borrower Income Level in the Chicago CMSA Supplemental Evaluation Area
                                                (Dollars in thousands)
Borrower                                                                              Review Period         Aggregate
Income                2001                   2002                    2003           1/1/01 – 12/31/03         2002
Level             #          %            #           %           #         %          #           %         % by #
Low                  146    16.0%           237      16.3%          242    14.1%           625    15.3%          6.4%
Moderate             362    39.6%           485      33.3%          564    32.8%         1,411    34.5%         18.3%
Middle               276    30.2%           293      20.1%          509    29.6%         1,078    26.4%         22.8%
Upper                115    12.6%           105       7.2%          199    11.5%           419    10.2%         31.8%
Income NA             15     1.6%           336      23.1%          207    12.0%           558    13.6%         20.7%
  Total              914   100.0%         1,456    100.0%         1,721   100.0%         4,091   100.0%        100.0%
                  $          %            $           %           $         %          $           %         % by $
Low             $11,688     10.9%       $20,405      11.5%      $22,552     9.9%      $54,645     10.7%          3.3%
Moderate         40,767     38.2%        56,884      32.1%       70,867    31.2%      168,518     33.0%         12.6%
Middle           35,118     32.9%        41,538      23.4%       75,050    33.1%      151,706     29.7%         19.5%
Upper            18,187     17.1%        17,172       9.7%       36,040    15.9%       71,399     14.0%         43.2%
Income NA         1,012      0.9%        41,256      23.3%       22,488     9.9%       64,756     12.6%         21.4%
  Total        $106,772    100.0%     $177,255     100.0%     $226,997    100.0%     $511,024    100.0%        100.0%




                                                                                                                 25
  Office of Thrift Supervision                                                  Evaluation Date:           05/03/2004
  Large Savings Association Performance Evaluation                              Docket Number:                 14470



  Appendix A (continued)


  Lending in the Detroit CMSA

                       Table A3 - Distribution of Citicorp Trust Bank’s HMDA-Reportable Loans
                    By Geography Income Level in the Detroit CMSA Supplemental Evaluation Area
                                                (Dollars in thousands)
Geography                                                                             Review Period          Aggregate
Income                2001                   2002                    2003           1/1/01 – 12/31/03          2002
Level             #          %            #           %           #         %          #           %          % by #
Low                   29     3.6%            34       3.2%           52     5.4%           115      4.1%          2.5%
Moderate             113    13.9%           169      15.9%          215    22.5%           497    17.5%           9.5%
Middle               495    60.7%           607      57.0%          503    52.6%         1,605    56.6%          46.9%
Upper                178    21.8%           255      23.9%          187    19.5%           620    21.8%          41.1%
  Total              815   100.0%         1,065    100.0%           957   100.0%         2,837   100.0%           0.0%
                  $          %            $           %           $         %          $           %          % by $
Low              $1,669      1.8%        $2,105       1.7%       $2,939     2.7%       $6,713       2.1%          1.1%
Moderate          8,768      9.5%        13,912      11.4%       16,583    15.4%       39,263     12.2%           5.8%
Middle           54,011     58.7%        66,973      54.7%       59,269    54.9%      180,253     55.9%          40.0%
Upper            27,605     30.0%        39,449      32.2%       29,181    27.0%       96,235     29.8%          53.1%
  Total         $92,053    100.0%     $122,439     100.0%     $107,972    100.0%     $322,464    100.0%         100.0%




                      Table A4 - Distribution of Citicorp Trust Bank’s HMDA-Reportable Loans
                    By Borrower Income Level in the Detroit CMSA Supplemental Evaluation Area
                                               (Dollars in thousands)
Borrower                                                                             Review Period           Aggregate
Income               2001                   2002                    2003           1/1/01 – 12/31/03           2002
Level             #         %            #           %           #         %          #           %           % by #
Low                 132    16.2%           150      14.1%          140    14.6%           422    14.9%            8.3%
Moderate            303    37.2%           338      31.7%          288    30.1%           929    32.7%           19.2%
Middle              241    29.6%           246      23.1%          241    25.2%           728    25.7%           24.3%
Upper               138    16.9%           139      13.1%          132    13.8%           409    14.4%           30.8%
Income NA             1     0.1%           192      18.0%          156    16.3%           349    12.3%           17.4%
  Total             815   100.0%         1,065    100.0%           957   100.0%         2,837   100.0%          100.0%
                  $         %            $           %           $         %          $           %           % by $
Low              $8,882     9.6%       $11,506       9.4%      $10,545     9.8%      $30,933       9.6%           4.2%
Moderate         30,043    32.6%        34,925      28.5%       31,716    29.4%       96,684     30.0%           13.4%
Middle           29,196    31.7%        32,692      26.7%       31,598    29.3%       93,486     29.0%           21.8%
Upper            23,708    25.8%        22,846      18.7%       22,322    20.7%       68,876     21.3%           42.1%
Income NA           224     0.3%        20,470      16.7%       11,791    10.8%       32,485     10.1%           18.5%
  Total         $92,053   100.0%     $122,439     100.0%     $107,972    100.0%     $322,464    100.0%          100.0%




                                                                                                                  26
  Office of Thrift Supervision                                                 Evaluation Date:           05/03/2004
  Large Savings Association Performance Evaluation                             Docket Number:                 14470



  Appendix A (continued)


  Lending in the Los Angeles CMSA

                      Table A5 - Distribution of Citicorp Trust Bank’s HMDA-Reportable Loans
                By Geography Income Level in the Los Angeles CMSA Supplemental Evaluation Area
                                               (Dollars in thousands)
Geography                                                                           Review Period           Aggregate
Income               2001                   2002                    2003           1/1/01 – 12/31/03          2002
Level             #         %            #           %           #         %          #           %          % by #
Low                  60     2.3%           119       2.7%          186     3.5%           365      3.0%          1.1%
Moderate            518    20.3%           949      21.3%        1,583    29.8%         3,050    24.7%          10.7%
Middle            1,266    49.6%         2,082      46.6%        2,343    44.1%         5,691    46.1%          36.7%
Upper               710    27.8%         1,315      29.4%        1,200    22.6%         3,225    26.2%          51.5%
Income NA             0     0.0%             0       0.0%            1     0.0%             1      0.0%          0.0%
  Total           2,554   100.0%         4,465    100.0%         5,313   100.0%       12,332    100.0%         100.0%
                  $         %            $           %           $         %          $           %          % by $
Low              $7,416     1.9%       $15,414       2.1%      $23,693     2.6%      $46,523       2.3%          0.7%
Moderate         68,528    17.6%       129,839      17.8%      234,827    25.9%      433,194     21.4%           7.4%
Middle          183,640    47.1%       322,134      44.1%      381,997    42.1%      887,771     43.8%          29.0%
Upper           130,338    33.4%       263,885      36.0%      265,596    29.4%      659,819     32.5%          62.9%
Income NA             0     0.0%             0       0.0%          206     0.0%           206      0.0%          0.0%
  Total        $389,922   100.0%     $731,272     100.0%     $906,319    100.0%   $2,027,513    100.0%         100.0%




                      Table A6 - Distribution of Citicorp Trust Bank’s HMDA-Reportable Loans
                 By Borrower Income Level in the Los Angeles CMSA Supplemental Evaluation Area
                                               (Dollars in thousands)
Borrower                                                                            Review Period           Aggregate
Income               2001                   2002                    2003           1/1/01 – 12/31/03          2002
Level             #         %            #           %           #         %          #           %          % by #
Low                 113     4.4%           243       5.4%          300     5.6%           656      5.3%          2.5%
Moderate            669    26.2%         1,163      26.0%        1,389    26.1%         3,221    26.1%          10.2%
Middle              950    37.2%         1,295      29.0%        1,867    35.1%         4,112    33.3%          19.8%
Upper               822    32.2%         1,137      25.5%        1,605    30.3%         3,564    28.9%          50.4%
Income NA             0     0.0%           627      14.1%          152     2.9%           779      6.4%         17.1%
  Total           2,554   100.0%         4,465    100.0%         5,313   100.0%       12,332    100.0%         100.0%
                  $         %            $           %           $         %          $           %          % by $
Low             $10,051     2.6%       $23,913       3.3%      $29,399     3.2%      $63,363       3.1%          1.2%
Moderate         83,756    21.5%       154,315      21.1%      192,159    21.2%      430,230     21.2%           6.3%
Middle          142,752    36.6%       206,496      28.2%      310,138    34.2%      659,386     32.5%          14.8%
Upper           153,363    39.3%       225,259      30.8%      333,335    36.8%      711,957     35.1%          60.7%
Income NA             0     0.0%       121,289      16.6%       41,288     4.6%      162,577       8.1%         17.0%
  Total        $389,922   100.0%     $731,272     100.0%     $906,319    100.0%   $2,027,513    100.0%         100.0%




                                                                                                                 27
  Office of Thrift Supervision                                                 Evaluation Date:           05/03/2004
  Large Savings Association Performance Evaluation                             Docket Number:                 14470



  Appendix A (continued)


  Lending in the New York-Northern NJ-Long Island CMSA

                      Table A7 - Distribution of Citicorp Trust Bank’s HMDA-Reportable Loans
                                         By Geography Income Level in the
                      New York-Northern NJ-Long Island CMSA Supplemental Evaluation Area
                                               (Dollars in thousands)
Geography                                                                           Review Period           Aggregate
Income               2001                   2002                    2003           1/1/01 – 12/31/03          2002
Level             #         %            #           %           #         %          #           %          % by #
Low                  51     2.1%            79       1.9%          205     4.9%           335      3.1%          1.1%
Moderate            447    18.2%           690      16.4%          979    23.4%         2,116    19.5%           9.6%
Middle            1,367    55.7%         2,478      58.9%        2,143    51.3%         5,988    55.2%          48.8%
Upper               590    24.0%           962      22.8%          851    20.4%         2,403    22.2%          40.5%
Income NA             0     0.0%             0       0.0%            1     0.0%             1      0.0%          0.0%
  Total           2,455   100.0%         4,209    100.0%         4,179   100.0%       10,843    100.0%         100.0%
                  $         %            $           %           $         %          $           %          % by $
Low              $7,042     1.9%       $11,305       1.7%      $24,632     3.5%      $42,979       2.5%          0.9%
Moderate         57,703    15.4%        95,131      14.1%      149,364    21.4%      302,198     17.3%           7.1%
Middle          208,577    55.8%       389,744      57.8%      362,015    51.8%      960,336     55.0%          39.2%
Upper           100,474    26.9%       178,085      26.4%      163,310    23.3%      441,869     25.2%          52.8%
Income NA             0     0.0%             0       0.0%           93     0.0%            93      0.0%          0.0%
  Total        $373,796   100.0%     $674,265     100.0%     $699,414    100.0%   $1,747,475    100.0%         100.0%




                      Table A8 - Distribution of Citicorp Trust Bank’s HMDA-Reportable Loans
                                           By Borrower Income Level in the
                      New York-Northern NJ-Long Island CMSA Supplemental Evaluation Area
                                               (Dollars in thousands)
Borrower                                                                             Review Period          Aggregate
Income               2001                   2002                    2003           1/1/01 – 12/31/03          2002
Level             #         %            #           %           #         %          #           %          % by #
Low                 294    12.0%           385       9.1%          451    10.8%         1,130    10.4%           4.1%
Moderate            798    32.5%         1,181      28.1%        1,216    29.1%         3,195    29.5%          14.3%
Middle              804    32.7%         1,057      25.1%        1,166    27.9%         3,027    27.9%          22.9%
Upper               528    21.5%           604      14.4%          876    21.0%         2,008    18.5%          40.1%
Income NA            31     1.3%           982      23.3%          470    11.2%         1,483    13.7%          18.6%
  Total           2,455   100.0%         4,209    100.0%         4,179   100.0%       10,843    100.0%         100.0%
                  $         %            $           %           $         %          $           %          % by $
Low             $28,457     7.6%       $41,859       6.2%      $50,695     7.2%     $121,011       6.9%          1.8%
Moderate        111,027    29.7%       176,503      26.2%      183,012    26.2%      470,542     26.9%           8.3%
Middle          132,321    35.4%       188,611      28.0%      213,100    30.5%      534,032     30.6%          16.0%
Upper            98,411    26.3%       119,289      17.6%      187,508    26.8%      405,208     23.2%          56.3%
Income NA         3,580     1.0%       148,003      22.0%       65,099     9.3%      216,682     12.4%          17.6%
  Total        $373,796   100.0%     $674,265     100.0%     $699,414    100.0%   $1,747,475    100.0%         100.0%




                                                                                                                 28
  Office of Thrift Supervision                                                  Evaluation Date:           05/03/2004
  Large Savings Association Performance Evaluation                              Docket Number:                 14470



  Appendix A (continued)



  Lending in the Philadelphia CMSA

                      Table A9 - Distribution of Citicorp Trust Bank’s HMDA-Reportable Loans
                By Geography Income Level in the Philadelphia CMSA Supplemental Evaluation Area
                                               (Dollars in thousands)
Geography                                                                            Review Period           Aggregate
Income               2001                   2002                    2003           1/1/01 – 12/31/03           2002
Level             #         %            #           %           #         %          #           %           % by #
Low                  15     2.9%            40       4.1%           98     8.3%           153      5.7%           0.9%
Moderate             62    12.2%           144      14.8%          277    23.4%           483    18.1%            5.9%
Middle              301    59.1%           531      54.5%          534    45.0%         1,366    51.2%           46.5%
Upper               130    25.6%           259      26.6%          277    23.3%           666    25.0%           46.7%
Income NA             1     0.2%             0       0.0%            0     0.0%             1      0.0%           0.0%
  Total             509   100.0%           974    100.0%         1,186   100.0%         2,669   100.0%          100.0%
                  $         %            $           %           $         %          $           %           % by $
Low                $563     1.1%        $1,956       1.9%       $4,080     3.4%       $6,599       2.4%           0.8%
Moderate          3,760     7.1%         8,049       8.0%       17,754    14.6%       29,563     10.7%            3.6%
Middle           31,547    59.6%        52,997      52.4%       57,120    47.1%      141,664     51.4%           33.4%
Upper            17,001    32.1%        38,232      37.8%       42,268    34.9%       97,501     35.4%           62.3%
Income NA            58     0.1%             0       0.0%            0     0.0%            58      0.0%           0.0%
  Total         $52,929   100.0%     $101,234     100.0%     $121,222    100.0%     $275,385    100.0%          100.0%




                      Table A10 - Distribution of Citicorp Trust Bank’s HMDA-Reportable Loans
                 By Borrower Income Level in the Philadelphia CMSA Supplemental Evaluation Area
                                                (Dollars in thousands)
Borrower                                                                             Review Period           Aggregate
Income               2001                    2002                    2003           1/1/01 – 12/31/03          2002
Level             #          %           #           %            #         %         #            %          % by #
Low                  66     13.0%            90       9.2%          179    15.1%          335     12.6%           4.2%
Moderate            172     33.8%          230      23.6%           298    25.1%          700     26.2%          12.6%
Middle              146     28.7%          200      20.5%           253    21.3%          599     22.4%          20.5%
Upper               103     20.2%          129      13.2%           127    10.7%          359     13.5%          45.6%
Income NA            22      4.3%          325      33.5%           329    27.8%          676     25.3%          17.1%
  Total             509    100.0%          974     100.0%         1,186   100.0%        2,669    100.0%         100.0%
                  $          %           $           %            $         %         $            %          % by $
Low              $4,094      7.7%       $5,804        5.7%     $10,897      9.0%     $20,795        7.6%          1.1%
Moderate         15,185     28.7%       21,441      21.2%        29,303    24.2%       65,929     23.8%           4.6%
Middle           16,897     31.9%       24,680      24.4%        31,303    25.8%       72,880     26.5%           9.5%
Upper            15,209     28.8%       19,954      19.7%        20,095    16.6%       55,258     20.1%          71.6%
Income NA         1,544      2.9%       29,355      29.0%        29,624    24.4%       60,523     22.0%          13.2%
  Total         $52,929    100.0%    $101,234      100.0%     $121,222    100.0%    $275,385     100.0%         100.0%




                                                                                                                  29
  Office of Thrift Supervision                                                   Evaluation Date:            05/03/2004
  Large Savings Association Performance Evaluation                               Docket Number:                  14470



  Appendix A (continued)


  Lending in the Washington DC CMSA

                      Table A11 - Distribution of Citicorp Trust Bank’s HMDA-Reportable Loans
               By Geography Income Level in the Washington DC CMSA Supplemental Evaluation Area
                                                (Dollars in thousands)
Geography                                                                            Review Period             Aggregate
Income               2001                    2002                   2003            1/1/01 – 12/31/03            2002
Level             #          %           #           %           #         %          #            %            % by #
Low                   3      0.6%             8       0.5%          28     1.8%            39       1.1%            0.2%
Moderate             89     18.6%          243      16.6%          314    19.7%           646     18.3%             9.1%
Middle              301     63.0%          839      57.4%          947    59.3%         2,087     59.0%            47.8%
Upper                85     17.8%          372      25.5%          307    19.2%           764     21.6%            42.9%
  Total             478   100.0%         1,462   100.0%         1,596   100.0%          3,536       100.0%       100.0%
                  $          %           $            %         $         %             $             %          % by $
Low                $198      0.3%         $401        0.2%     $2,095     0.8%          $2,694        0.5%          0.1%
Moderate         10,246     14.8%       28,461       12.8%     35,725    14.3%          74,432       13.7%          6.4%
Middle           43,334     62.7%      122,261       55.0%    150,462    60.1%         316,057       58.3%         40.1%
Upper            15,296     22.2%       71,290       32.0%     62,227    24.8%         148,813       27.5%         53.4%
  Total        $69,074    100.0%     $222,413    100.0%      $250,509   100.0%      $541,996        100.0%       100.0%




                     Table A12 - Distribution of Citicorp Trust Bank’s HMDA-Reportable Loans
               By Borrower Income Level in the Washington DC CMSA Supplemental Evaluation Area
                                               (Dollars in thousands)
Borrower                                                                            Review Period              Aggregate
Income              2001                    2002                    2003           1/1/01 – 12/31/03             2002
Level            #          %           #           %            #         %         #            %             % by #
Low                 99     20.7%          302      20.7%           296    18.5%          697     19.7%              6.3%
Moderate           183     38.3%          346      23.7%           518    32.5%        1,047     29.6%             16.0%
Middle             127     26.6%          234      16.0%           327    20.5%          688     19.5%             21.6%
Upper               66     13.8%            98       6.6%          147     9.2%          311       8.8%            32.7%
Income NA            3      0.6%          482      33.0%           308    19.3%          793     22.4%             23.4%
  Total            478    100.0%        1,462     100.0%         1,596   100.0%        3,536    100.0%            100.0%
                 $          %           $           %            $         %         $            %             % by $
Low            $10,355     15.0%      $33,665      15.1%      $34,944     13.9%     $78,964      14.6%              3.5%
Moderate        24,761     35.8%       51,527      23.2%        79,946    31.9%     156,234      28.8%             11.4%
Middle          20,641     29.9%       41,262      18.6%        59,718    23.8%     121,621      22.4%             19.3%
Upper           13,161     19.1%       20,730        9.3%       32,294    12.9%       66,185     12.2%             42.5%
Income NA          156      0.2%       75,229      33.8%        43,607    17.5%     118,992      22.0%             23.3%
  Total        $69,074    100.0%    $222,413      100.0%     $250,509    100.0%    $541,996     100.0%            100.0%




                                                                                                                    30
  Office of Thrift Supervision                                                  Evaluation Date:           05/03/2004
  Large Savings Association Performance Evaluation                              Docket Number:                 14470



  Appendix A (continued)


  Lending in the Kansas City MSA



                      Table A13 - Distribution of Citicorp Trust Bank’s HMDA-Reportable Loans
                 By Geography Income Level in the Kansas City MSA Supplemental Evaluation Area
                                                (Dollars in thousands)
Geography                                                                            Review Period           Aggregate
Income               2001                    2002                    2003           1/1/01 – 12/31/03          2002
Level             #          %           #           %            #         %         #            %          % by #
Low                   8      0.8%             9       0.9%           28     3.0%           45       1.6%          0.9%
Moderate            101     10.7%            96       9.9%          154    16.5%          351     12.3%           7.4%
Middle              591     62.4%          577      59.5%           530    56.6%        1,698     59.5%          47.9%
Upper               247     26.1%          288      29.7%           224    23.9%          759     26.6%          43.8%
  Total             947    100.0%          970     100.0%           936   100.0%        2,853    100.0%         100.0%
                  $          %           $           %            $         %         $            %          % by $
Low                $401      0.4%         $447        0.5%       $1,609     1.6%       $2,457       0.8%          0.4%
Moderate          6,230      6.7%        6,675        6.7%       10,836    10.7%       23,741       8.2%          4.4%
Middle           56,175     59.9%       54,583      55.1%        56,981    56.5%     167,739      57.1%          40.1%
Upper            30,986     33.0%       37,284      37.7%        31,413    31.2%       99,683     33.9%          55.1%
  Total         $93,792    100.0%      $98,989     100.0%     $100,839    100.0%    $293,620     100.0%         100.0%




                      Table A14 - Distribution of Citicorp Trust Bank’s HMDA-Reportable Loans
                  By Borrower Income Level in the Kansas City MSA Supplemental Evaluation Area
                                                (Dollars in thousands)
Borrower                                                                             Review Period           Aggregate
Income               2001                    2002                    2003           1/1/01 – 12/31/03          2002
Level             #          %           #           %            #         %         #            %          % by #
Low                 116     12.2%          144      14.8%           144    15.4%          404     14.2%           7.5%
Moderate            294     31.0%          277      28.6%           282    30.1%          853     29.9%          16.9%
Middle              317     33.5%          235      24.2%           253    27.0%          805     28.2%          23.5%
Upper               219     23.2%          167      17.2%           129    13.8%          515     18.1%          33.3%
Income NA             1      0.1%          147      15.2%           128    13.7%          276       9.6%         18.8%
  Total             947    100.0%          970     100.0%           936   100.0%        2,853    100.0%         100.0%
                  $          %           $           %            $         %         $            %          % by $
Low              $7,546      8.0%      $10,168      10.3%      $10,198     10.1%     $27,912        9.5%          4.1%
Moderate         25,035     26.8%       25,469      25.7%        28,125    27.9%       78,629     26.8%          12.1%
Middle           32,188     34.3%       25,912      26.2%        28,974    28.7%       87,074     29.7%          20.9%
Upper            28,919     30.8%       22,651      22.9%        20,160    20.0%       71,730     24.4%          44.1%
Income NA           104      0.1%       14,789      14.9%        13,382    13.3%       28,275       9.6%         18.8%
  Total         $93,792    100.0%      $98,989     100.0%     $100,839    100.0%    $293,620     100.0%         100.0%




                                                                                                                  31
  Office of Thrift Supervision                                                  Evaluation Date:           05/03/2004
  Large Savings Association Performance Evaluation                              Docket Number:                 14470



  Appendix A (continued)


  Lending in the Minneapolis MSA

                      Table A15 - Distribution of Citicorp Trust Bank’s HMDA-Reportable Loans
                 By Geography Income Level in the Minneapolis MSA Supplemental Evaluation Area
                                                (Dollars in thousands)
Geography                                                                            Review Period           Aggregate
Income               2001                    2002                    2003           1/1/01 – 12/31/03          2002
Level             #          %           #           %            #         %         #            %          % by #
Low                  10      1.5%            17       1.5%           23     2.1%           50       1.7%          1.4%
Moderate             76     11.1%          140      12.7%           189    17.1%          405     14.0%           9.0%
Middle              514     75.0%          780      70.5%           691    62.6%        1,985     68.6%          62.5%
Upper                85     12.4%          169      15.3%           201    18.2%          455     15.7%          27.1%
  Total             685    100.0%        1,106     100.0%         1,104   100.0%        2,895    100.0%         100.0%
                  $          %           $           %            $         %         $            %          % by $
Low                $988      1.1%       $1,574        1.1%       $2,760     1.7%       $5,322       1.3%          1.0%
Moderate          8,092      9.1%       15,005      10.2%        23,174    14.1%       46,271     11.6%           6.7%
Middle           68,059     76.2%      104,105      70.7%      102,261     62.3%     274,425      68.5%          58.6%
Upper            12,179     13.6%       26,425      18.0%        35,912    21.9%       74,516     18.6%          33.7%
  Total         $89,318    100.0%    $147,109      100.0%     $164,107    100.0%    $400,534     100.0%         100.0%




                      Table A16 - Distribution of Citicorp Trust Bank’s HMDA-Reportable Loans
                  By Borrower Income Level in the Minneapolis MSA Supplemental Evaluation Area
                                                (Dollars in thousands)
Borrower                                                                             Review Period           Aggregate
Income               2001                    2002                    2003           1/1/01 – 12/31/03          2002
Level             #          %           #           %            #         %         #            %          % by #
Low                 114     16.6%          221      20.0%           215    19.5%          550     19.0%          10.3%
Moderate            264     38.5%          397      35.9%           369    33.4%        1,030     35.6%          23.5%
Middle              241     35.2%          238      21.5%           257    23.3%          736     25.4%          26.5%
Upper                63      9.3%            59       5.3%           75     6.8%          197       6.8%         24.9%
Income NA             3      0.4%          191      17.3%           188    17.0%          382     13.2%          14.8%
  Total             685    100.0%        1,106     100.0%         1,104   100.0%        2,895    100.0%         100.0%
                  $          %           $           %            $         %         $            %          % by $
Low             $11,870     13.3%      $21,783      14.8%      $23,514     14.3%     $57,167      14.3%           6.6%
Moderate         32,419     36.3%       51,651      35.1%        51,835    31.6%     135,905      33.9%          18.8%
Middle           34,331     38.4%       36,463      24.8%        42,191    25.7%     112,985      28.2%          24.8%
Upper            10,468     11.7%       10,596        7.2%       14,408     8.8%       35,472       8.9%         34.3%
Income NA           230      0.3%       26,616      18.1%        32,159    19.6%       59,005     14.7%          15.5%
  Total         $89,318    100.0%    $147,109      100.0%     $164,107    100.0%    $400,534     100.0%         100.0%




                                                                                                                  32
  Office of Thrift Supervision                                                  Evaluation Date:           05/03/2004
  Large Savings Association Performance Evaluation                              Docket Number:                 14470



  Appendix A (continued)


  Lending in the Phoenix-Mesa MSA

                      Table A17 - Distribution of Citicorp Trust Bank’s HMDA-Reportable Loans
                By Geography Income Level in the Phoenix-Mesa MSA Supplemental Evaluation Area
                                                (Dollars in thousands)
Geography                                                                            Review Period           Aggregate
Income               2001                    2002                    2003           1/1/01 – 12/31/03          2002
Level             #          %           #           %            #         %         #            %          % by #
Low                  24      1.9%            30       2.2%           17     1.5%           71       1.9%          0.9%
Moderate            294     22.7%          288      21.3%           344    31.0%          926     24.6%          11.4%
Middle              651     50.2%          647      47.9%           473    42.6%        1,771     47.2%          41.2%
Upper               325     25.1%          386      28.6%           277    24.9%          988     26.3%          46.5%
Income NA             1      0.1%             0       0.0%            0     0.0%            1       0.0%          0.0%
  Total           1,295    100.0%        1,351     100.0%         1,111   100.0%        3,757    100.0%         100.0%
                  $          %           $           %            $         %         $            %          % by $
Low              $1,539      1.1%       $2,090        1.3%       $1,046     0.8%       $4,675       1.1%          0.5%
Moderate         25,300     17.9%       24,673      15.6%        30,216    23.5%       80,189     18.8%           7.2%
Middle           70,477     49.9%       72,593      46.1%        54,226    42.3%     197,296      46.2%          34.2%
Upper            43,705     31.0%       58,352      37.0%        42,965    33.4%     145,022      33.9%          58.1%
Income NA           182      0.1%             0       0.0%            0     0.0%          182       0.0%          0.0%
  Total        $141,203    100.0%    $157,708      100.0%     $128,453    100.0%    $427,364     100.0%         100.0%




                      Table A18 - Distribution of Citicorp Trust Bank’s HMDA-Reportable Loans
                 By Borrower Income Level in the Phoenix-Mesa MSA Supplemental Evaluation Area
                                                (Dollars in thousands)
Borrower                                                                             Review Period           Aggregate
Income               2001                    2002                    2003           1/1/01 – 12/31/03          2002
Level             #          %           #           %            #         %         #            %          % by #
Low                 143     11.0%          180      13.3%           152    13.7%          475     12.6%           5.1%
Moderate            381     29.4%          428      31.7%           323    29.1%        1,132     30.1%          15.0%
Middle              462     35.7%          344      25.5%           299    26.9%        1,105     29.4%          19.4%
Upper               308     23.8%          221      16.3%           198    17.8%          727     19.4%          38.4%
Income NA             1      0.1%          178      13.2%           139    12.5%          318       8.5%         22.1%
  Total           1,295    100.0%        1,351     100.0%         1,111   100.0%        3,757    100.0%         100.0%
                  $          %           $           %            $         %         $            %          % by $
Low              $9,639      6.8%      $13,408        8.5%     $11,034      8.6%     $34,081        8.0%          2.7%
Moderate         35,011     24.8%       42,514      27.0%        32,429    25.2%     109,954      25.7%           9.7%
Middle           52,620     37.3%       41,246      26.2%        37,455    29.2%     131,321      30.7%          15.4%
Upper            43,910     31.1%       33,180      21.0%        29,563    23.0%     106,653      25.0%          50.6%
Income NA            23      0.0%       27,360      17.3%        17,972    14.0%       45,355     10.6%          21.6%
  Total        $141,203    100.0%    $157,708      100.0%     $128,453    100.0%    $427,364     100.0%         100.0%




                                                                                                                  33
Office of Thrift Supervision                                                   Evaluation Date:           05/03/2004
Large Savings Association Performance Evaluation                               Docket Number:                 14470



Appendix A (continued)


                                                   Table A19
                                      Community Development Investments
      Investment Type and Entity
                Name                   Location          $                           Service

    Targeted Securities



                                                                  Includes two purchases of shares in a
                                                                  mutual fund of assessment area mortgages
    CRA Qualified Investment Fund   MSA              $3,400,000
                                                                  that were securitized by loans to LMI
                                                                  borrowers.
                                                                  Includes three purchases of bonds secured
                                                                  by mortgages to first time LMI borrowers.
    Delaware State Housing Authority
                                     MSA              1,800,000   The agency, among other functions, funds
    Bonds
                                                                  housing rehabilitation and construction
                                                                  projects
                                                                  Investments are targeted for LMI borrowers
    Mortgage Backed Securities      MSA, non-MSA     14,900,000   in the assessment area and non-MSA areas
                                                                  to reflect CTB’s nationwide lending efforts.


    Low-Income Housing Tax
    Credits


                                                                  Investments in construction, rehabilitation
                                                                  and revitalization projects primarily for LMI
                                                                  families, including Farand Village
    Delaware Equity Fund            MSA              $8,000,000
                                                                  Apartments (165 units) in Wilmington,
                                                                  Delaware; and, Harbour Town Apartments
                                                                  (40 units) in Lewes, Delaware
                                                                  Investments in construction and
                                                                  rehabilitation projects for LMI borrowers
                                                                  including: Compton Towne Apartments (75
    MMA Financial                   MSA               6,600,000
                                                                  units) and Village of Eastlake (70 units) in
                                                                  Wilmington, Delaware; and, Clearfield
                                                                  Apartments (96 units) in Dover, Delaware
                                                                  Investment in the rehabilitation of Rodney
                                                                  Court, a 50 unit senior housing complex
    The Richman Group               MSA               3,800,000
                                                                  designed for LMI households located in
                                                                  Wilmington, Delaware.
                                                                  Investments in the construction and
                                                                  rehabilitation of projects primarily for senior
                                                                  LMI households including Victoria Park (50
                                                                  units) in Cecil County, Maryland; Clayton
                                                                  Providence House (102 units) in Clayton,
    Related Corporate Partners      MSA, non-MSA     14,600,000
                                                                  New Jersey; Flag House Courts (124 units)
                                                                  in Baltimore, Maryland; Oak Crest (28 units)
                                                                  in Poughkeepsie, New York; and, Liberty
                                                                  Plaza (120 units) in Mount Vernon, New
                                                                  York




                                                                                                                    34
Office of Thrift Supervision                                                      Evaluation Date:           05/03/2004
Large Savings Association Performance Evaluation                                  Docket Number:                 14470



Appendix A (continued)


                                                       Table A19
                                    Community Development Investments (Continued)
      Investment Type and Entity
                Name                      Location           $                           Service
                                                                      Investment in new housing development
    National Equity Fund 2003           Non-MSA           4,000,000   complex containing 32 units for low-income
                                                                      households in Philadelphia, Pennsylvania.
                                                                      Investment in the low-income housing
    Enterprise Housing Partners         Non-MSA           1,800,000   development of Mt. Village West (30 units) in
                                                                      McHenry, Maryland.
                                                                      Investment for the construction of 169 unit
    Boston Capital XIX                  Non-MSA           1,000,000   complex for LMI households in Elizabeth,
                                                                      New Jersey.


    Private Equity Funds


                                                                      A small business investment company that
                                                                      provides financing for fledgling IT and
    Inflection Point Ventures, LP       MSA, Non-MSA      3,000,000
                                                                      telecommunications companies in the
                                                                      Delaware region
                                                                      Invests in companies that develop products
                                                                      to provide enhanced educational
    Quad Ventures SBIC                  MSA, Non-MSA       500,000
                                                                      opportunities including teacher development
                                                                      for underserved LMI communities.
                                                                      Invests in the acquisition, rehabilitation and
                                                                      construction of urban real estate to provide
    Canyon Johnson Urban Fund           Non-MSA           3,000,000
                                                                      economic opportunities in underserved
                                                                      neighborhoods.
                                                                      Makes investments in “old economy”
    Main Street Resources               Non-MSA            500,000
                                                                      businesses in the northeast.


    Other


                                                                      Deposit in assessment area credit union
    United Communities FCU              MSA                 50,000
                                                                      serving LMI community and individuals


    Total                                               $66,950,000




                                                                                                                       35
Office of Thrift Supervision                                                      Evaluation Date:           05/03/2004
Large Savings Association Performance Evaluation                                  Docket Number:                 14470



Appendix A (continued)


                                                   Table A20
                                          Community Development Grants

            Entity Name                Location                    $                      Service
  Community Service
  Organizations


                                                                       Offers shelter and programs for at-risk
  Aid in Dover                      MSA                  $19,000
                                                                       children in Dover Public Housing.
                                                                       Targeted for the Clarence Fraim Center that
  Boys and Girls Club of Delaware MSA                     30,000       offer programs primarily for LMI children in
                                                                       Wilmington, De. .
  Cecil County Men’s Shelter        MSA                    6,500       Homeless Shelter for men.
                                                                       The Center is home to more than 30
  Claymont Community Center         MSA                    7,500       agencies that provide programs and services
                                                                       to moderate-income area residents.
                                                                       Housing Development in LMI census tracts in
  Community Housing Inc.            MSA                    7,500
                                                                       the City of Wilmington
                                                                       The agency is chartered to serve low-income
  Community Legal Aid               MSA                   25,000
                                                                       populations.
                                                                       Housing Development in Wilmington, DE
  Cornerstone West Community
                                    MSA                   30,000       census tracts 14, 15, 23 and 22. All
  Development Corporation
                                                                       purchasers were LMI families.
                                                                       Affordable housing advocate for public
                                                                       housing tenant rights; funds also used to
  Delaware Housing Coalition        MSA                   35,000
                                                                       help provide assistance to LMI manufactured
                                                                       housing developments.
                                                                       Offers an array of programs and services
  Delmarva Clergy United in Social                                     that range from GED classes, parenting
                                   MSA                     1,000
  Action                                                               classes, providing meals and transportation
                                                                       to employment for LMI clients
                                                                       A private non-profit organization serving
                                                                       farm workers and other underserved
  Delmarva Rural Ministries         MSA                    1,500       populations on the Delmarva Peninsula
                                                                       by providing health care, housing and
                                                                       comprehensive social services
  Family Services of Cecil                                             Programs for low-income Cecil County
                                    MSA                    8,500
  County                                                               MD residents
                                                                       A non-profit faith-based corporation assisting
  Friendship House                  MSA                    1,500       homeless people in New Castle County
                                                                       through the ministries
                                                                       Affordable housing developer serving first
  Habitat for Humanity of New
                                    MSA                   39,000       time homebuyers earning 30% to 60% of
  Castle County, Inc.
                                                                       median family income
  Habitat for Humanity - Sussex                                        Affordable housing developer for low- income
                                    MSA                   10,000
  County                                                               families of Georgetown, Delaware.
  Habitat for Humanity - National                                      Monies have been allocated to various
                                    MSA                   56,250
  Grant assigned to Delaware                                           chapters.
                                                                       Summer program for low- income, at-risk
  Inner County Outreach             MSA                    1,500
                                                                       children.
                                                                       A community service center for working poor
  La Esperanzo                      MSA                   10,000
                                                                       Hispanic immigrants in Sussex County, DE.

                                                                                                                        36
Office of Thrift Supervision                                                      Evaluation Date:            05/03/2004
Large Savings Association Performance Evaluation                                  Docket Number:                  14470



Appendix A (continued)


                                                   Table A20
                                   Community Development Grants (Continued)

            Entity Name                Location                    $                      Service
                                                                       Community center in Wilmington, De. offers
  Latin American Community
                                   MSA                   15,000        a full array of social services in Wilmington,
  Center
                                                                       De.
                                                                       Revitalizing and expanding the existing
                                                                       community economic base to meet new
  Main Street/Delaware City        MSA                    9,500
                                                                       opportunities and challenges from outlying
                                                                       development.
  Meeting Ground, Inc.             MSA                   36,500        Provides homeless shelter services
                                                                       Provides services to people in immediate
  Methodist Action Program         MSA                   27,000        financial need in New Castle county,
                                                                       including emergency clothing & food.
                                                                      A non-profit, ecumenical organization
                                                                      serving low-income and homeless
  Ministry of Caring               MSA                          2,000
                                                                      people in and around Wilmington,
                                                                      Delaware.
                                                                      Advocate for affordable housing in a
  Quaker Hill Historic Preservation MSA                         3,500 low- income geography of Wilmington,
                                                                      DE.
                                                                      Renovations and repairs of low -
  Rebuilding Together/Christmas in
                                   MSA                         10,000 income senior residences in
  April
                                                                      Wilmington, DE.
                                                                      Provides social services for low-
  Seaford Revival Center           MSA                          1,500
                                                                      income individuals.
                                                                      Revitalization of the downtown
  Shipley Village                  MSA                         10,000
                                                                      Wilmington business district.
                                                                      Transitional housing program for
  West End Neighborhood House,
                                   MSA                         42,500 young adults leaving the foster care
  Inc.
                                                                      system without money.
                                                                      Community Health Center serving two
  Westside Health, Inc.            MSA                          4,500 primarily low and moderate income
                                                                      census tracts in Wilmington, DE.
                                                                      Provides downpayment and settlement
  Wilmington Housing Partnership   MSA                          2,500 assistance for affordable housing
                                                                      buyers
                                                                      Revitalization and development of the
  Wilmington Renaissance
                                   MSA                         45,000 downtown Wilmington area in a low-
  Corporation
                                                                      income census tract.
  The Salvation Army               MSA                          5,000 Programs for low income citizens.
                                                                      Various programs for community
  United Way of Delaware           MSA                         25,000
                                                                      development projects.

  Subtotal- Community Service
                                                          $529,250
  Organizations


                                                                                                                        37
Office of Thrift Supervision                                       Evaluation Date:      05/03/2004
Large Savings Association Performance Evaluation                   Docket Number:            14470



Appendix A (continued)

  Financial Education


  Center for Economic Education                            Programs to support teacher training
                                   MSA             $18,000
  and Entrepreneurship                                     in financial education.
                                                           Financial education programs for high
  Center for Financial Education   MSA              25,000
                                                           school students.




                                                                                                   38
Office of Thrift Supervision                                                      Evaluation Date:       05/03/2004
Large Savings Association Performance Evaluation                                  Docket Number:             14470



Appendix A (continued)


                                                    Table A20
                                     Community Development Grants (Continued)

            Entity Name                  Location                    $                   Service
                                                                       Grant funds for training managers of
                                                                       public housing and affordable rental
                                                                       properties; grant for an intern to study
  Delaware Community
                                                                       manufactured housing opportunities in
  Foundation/Housing Capacity        MSA                        70,000
  Building Program                                                     Delaware; support for pre-
                                                                       development and legal fees for
                                                                       manufactured housing cooperatives
                                                                       for LMI residents
  Delaware Community                                                   Financial education (English and
                                    MSA                         21,750
  Reinvestment Action Council, Inc.                                    Spanish) to LMI individuals statewide.
  Delaware Financial Literacy                                          Financial education and sponsorships
  Institute/State Treasurer of       MSA                        32,500 of asset building programs and training
  Delaware                                                             for LMI adults.
                                                                       Advocates for fair housing that provide
  Housing Opportunities of Northern
                                    MSA                          1,500 counseling for LMI first time
  Delaware
                                                                       homebuyers.
                                                                       Advocates for fair housing that provide
  Interfaith Housing                 MSA                        57,500
                                                                       counseling for LMI individuals.
  Maryland Rural Development                                           Housing counseling for LMI first time
                                     MSA                         5,000
  Corporation                                                          homebuyers.
  National Council on Agricultural
                                                                         Housing counseling for LMI first time
  Life and Labor Research Fund,      MSA                        10,000
  Inc.                                                                   homebuyers.
                                                                       Housing counseling for LMI first time
  Neighborhood House, Inc.           MSA                        12,500
                                                                       homebuyers
                                                                       Financial education for Women’s
  YWCA of New Castle County          MSA                        50,000 Center for Economic Options serving
                                                                       LMI women and families.
  Borrow Smart Public Education                                        Financial education concerning
                                     MSA                        12,500
  Foundation                                                           predatory lending.



  Subtotal- Financial Education                            $316,250


  Education/Job Training


  Center for Community
                                                                         Technical assistance for Community
  Development/University of          MSA                        22,500
  Delaware                                                               Development Practitioners.
                                                                         Serves minority students eligible for
  College Resource Center            MSA                         5,000 college; over 51 percent are LMI
                                                                       individuals.
  Goldey-Beacon College              MSA                        20,000 Scholarships for LMI individuals from
                                                                                                                  39
Office of Thrift Supervision                                       Evaluation Date:       05/03/2004
Large Savings Association Performance Evaluation                   Docket Number:             14470



Appendix A (continued)
                                                         Delaware.
                                                         Future Stars education program
  McLaughlin Fund                  MSA             10,000 serves primarily (60 percent) children
                                                          from LMI families.
  Wilmington Employment                                   Provides job skills for hard to employ
                                   MSA              2,500
  Corporation                                             adults.




                                                                                                   40
Office of Thrift Supervision                                                     Evaluation Date:       05/03/2004
Large Savings Association Performance Evaluation                                 Docket Number:             14470



Appendix A (continued)


                                                   Table A20
                                  Community Development Grants (Continued)

             Entity Name               Location                    $                      Service
                                                                     Funding for an internship at this
  Inter-Neighborhood
                                                                     housing development organization in a
  Foundation/Brandywine Gateway MSA                            5,000
  Neighbors                                                          Wilmington moderate- income census
                                                                     tract.
                                                                     Funding for an internship at the
  YWCA                             MSA                         7,500 Economic Options Center for LMI
                                                                     women.
                                                                     Funding for an internship at this
                                                                     advocacy agency for affordable
  Delaware Housing Coalition       MSA                         5,000
                                                                     housing; funds “Realities of Poverty”
                                                                     publication bi-annually.
                                                                     Funding for an internship for this
  Meeting Ground, Inc.             MSA                         7,500 organization that provides shelter services
                                                                       to the homeless.
                                                                     Funding for an internship to assist in
  United Way of Delaware           MSA                         2,500
                                                                     LMI community needs assessment.
  LACCDC (Latin American                                             Funding for an internship at this
  Community Center Development MSA                             5,000 affordable housing development
  Corporation)                                                       organization.
  Delaware Financial Literacy                                        Funding for an internship for this
  Institute (Delaware Money        MSA                         2,500 organization that prepares booklets on
  School)                                                            financial education topics.
                                                                     Funding for an internship for this
  Habitat for Humanity             MSA                         2,500
                                                                     affordable housing developer.
                                                                     Community Summer Intern Program
  Nehemiah Gateway CDC             MSA                         2,500
                                                                     funding for this child care provider.
                                                                     Community Summer Intern Program
  Main Street/Delaware City        MSA                         2,500 funding for this community
                                                                     revitalization organization.
                                                                     Community Summer Intern Program
  Interfaith Housing Inc.          MSA                         2,500 funding for this affordable housing
                                                                     developer.

  Subtotal – Education/Job
                                                          $105,000
  Training


  Enterprise Development


                                                                   Community needs assessment and
  Corporation for Enterprise                                       asset building strategies primarily for
                                   MSA                     $37,500
  Development                                                      LMI individuals at the state level in
                                                                   Delaware

                                                                                                                   41
Office of Thrift Supervision                                                      Evaluation Date:        05/03/2004
Large Savings Association Performance Evaluation                                  Docket Number:              14470



Appendix A (continued)


                                                   Table A20
                                  Community Development Grants (Continued)

            Entity Name                Location                     $                    Service
                                                                        CDFI loan fund supporting small
  First State Community Loan Fund MSA                      117,500 businesses, micro-enterprises, industrial
                                                                   development and affordable housing in the
                                                                   State of Delaware.
  Inter-Neighborhood
  Foundation/Brandywine Gateway MSA                             5,000 Affordable housing developer.
  Neighbors
  Latin American Community
                                 MSA                       108,000 Affordable housing developer.
  Center Development Corporation
                                                                        Advocacy programs to support
  Metropolitan Wilmington Urban
                                   MSA                          9,000 minority small businesses and
  league, Inc.
                                                                        economic development.
                                                                      Supports programs and projects that build
  Nehemiah Gateway Community                                          assets, workforce capacity, and business
                                   MSA                         82,000
  Development Corporation                                             opportunities in moderate- income
                                                                      communities
                                                                        Provides small business consulting
  S.C.O.R.E.                       MSA                            500
                                                                        services.
  Small Business Development                                            Provides management assistance to current
                                   MSA                          8,500
  Center                                                                and prospective small business owners.


  Subtotal – Enterprise
                                                          $368,000
  Development


  Total Local Grants                                    $1,318,500




                                                                                                                    42
Office of Thrift Supervision                                                     Evaluation Date:          05/03/2004
Large Savings Association Performance Evaluation                                 Docket Number:                14470



Appendix A (continued)


                                                     Table A21
                                                   National Grants

               Entity Name               Location           $                           Service
                                                                     Included three grants during the review period
                                                                     to establish and improve loan originations,
                                                                     servicing and processing for this nonprofit
  Accion International & USA            Nationwide       $700,000
                                                                     organization that originates micro-loans to
                                                                     enterprises too small to utilize conventional
                                                                     lending channels.
                                                                     Targeted for the Teachers are Heroes
                                                                     program. The Consortium's mission is to
                                                                     provide a forum for the exchange of
  Consortium of Florida Education
                                        Florida            125,000   information and development of resources for
  Foundation (CFEF)
                                                                     Florida education foundations to advance
                                                                     their capacity to enhance public education at
                                                                     the local level.
                                                                     Included four grants to purchase housing
                                                                     construction supplies and to encourage
  Habitat for Humanity                  Nationwide       3,887,500
                                                                     Citigroup employees at the local level to form
                                                                     volunteer teams and build homes.
                                                                     Included two grants to be used to train and
                                                                     certify 150 community based organizations in
  National Community Reinvestment
                                        Nationwide       1,000,000   select Citigroup markets to offer financial
  Coalition
                                                                     education programs to low and moderate
                                                                     income populations
                                                                     Included four grants to strengthen Hispanic
                                                                     community-based organizations. The
                                                                     services, especially designed for low-income
                                                                     populations, include charter schools, after-
  National Council of La Raza           Nationwide       3,000,000
                                                                     school programs, job readiness and training,
                                                                     English language preparation,
                                                                     homeownership counseling, health centers,
                                                                     and community activities centers.
                                                                     The Enterprise Foundation helps rebuild
                                                                     communities by providing low-income people
                                                                     with affordable housing, safer streets and
                                                                     access to jobs and child care. This grant will
  Enterprise Foundation                 New York           500,000
                                                                     support work in establishing a Risk Capital
                                                                     Fund and building on its housing initiatives
                                                                     and child care lending, principally in markets
                                                                     of common interest.
                                                                     Included two grants to establish and fund the
                                                                     Citigroup Community Fund (CCF) which will
                                                                     provide funds to financial education programs
                                                                     in Dallas with a Citigroup employee
                                                                     committee convened to review the proposals
  United Way of Metropolitan Dallas     TX                 325,000
                                                                     and make funding decisions. UW will
                                                                     distribute our grant based on the committee's
                                                                     decision. UW will also train the employee
                                                                     committee in community needs assessment
                                                                     and fund distribution.
  Total National Grants                                 $9,537,500




                                                                                                                      43
Office of Thrift Supervision                                                     Evaluation Date:            05/03/2004
Large Savings Association Performance Evaluation                                 Docket Number:                  14470



Appendix A (continued)


                                                   Table A22
                               Community Development Services (Continued)

               Entity Name                    Location                             Service

Community Development Organizations
Local Service Initiatives
                                                           Technical assistance to non-profit groups to help low-
Delaware Governor’s Task Force for
                                           MSA             income families wealth building efforts through
Financial Independence
                                                           financial education and incentives
                                                           Chaired the council to implement a corporate tax
Delaware Governor’s Neighborhood                           credit program to encourage for- profit companies to
                                           MSA
Assistance Act Advisory Council                            work with non-profit organizations in low-income
                                                           areas
                                                           Assisted in securing a $242 thousand FHLB of
                                                           Pittsburgh affordable housing grant for a 24-unit
                                                           senior rental housing project; loaned executive to
Latin American Community Center
                                           MSA             work with community outreach efforts and marketing
Development Corporation
                                                           properties to prospective homeowners; organized
                                                           housing counselor fund raising event for local non-
                                                           profit housing developers
Delaware Community Reinvestment Action                     Provided financial education training on the
                                       MSA
Council                                                    responsible use of credit
                                                           Partnership to assist in organization goals of
Interfaith Housing Delaware                MSA             affordable housing development, financial education
                                                           and homeownership counseling
                                                           Board member of organization that is working with
                                                           troubled low-income youth to resolve life crisis issues;
Methodist Action Program                   MSA             provides technical assistance to group that operates
                                                           senior citizen center in LMI West Side of Wilmington
                                                           neighborhood
(Community Development Services- cont’d)
                                                           Loaned executive to manage the Earned Income Tax
Nehemiah Gateway Community                                 Credit campaign for low-income workers in the West
                                           MSA
Development Corporation                                    Side of Wilmington neighborhood; donated office
                                                           supplies to statewide EITC Campaign effort
                                                           Provide policy guidance, organizational and other
                                                           technical assistance to develop Morris Mill Pond
                                                           Cooperative, Delaware’s first cooperative
Delaware Housing Coalition and the
                                           MSA             manufactured housing development; promoted
Delaware State Housing Authority
                                                           statewide conferences and chaired subcommittees to
                                                           promote manufactured housing as an affordable
                                                           housing option in Delaware
                                                           Member of steering committee to study rural areas in
Delaware Economic Development Office       MSA
                                                           Delaware to create a new economic strategy
                                                           Sponsored “Realities of Poverty”; provided in-kind
                                                           contributions to have copies distributed to all of the
Delaware Housing Coalition                 MSA             state’s cabinet secretaries and state legislators; CRA
                                                           Officer authored article with recommendations to
                                                           reduce and eliminate poverty in Delaware




                                                                                                                      44
Office of Thrift Supervision                                                   Evaluation Date:         05/03/2004
Large Savings Association Performance Evaluation                               Docket Number:               14470



Appendix A (continued)


                                                   Table A22
                                  Community Development Services (Continued)

             Entity Name                           Location                            Service

                                                                       Board member for Cecil County,
                                                                       Maryland based non-profit provider of
                                                                       emergency and transitional housing for
Meeting Ground, Inc                     MSA                            homeless populations; the group also
                                                                       manages a community kitchen that
                                                                       provides food for low-income
                                                                       populations
                                                                       Organized the Interfaith Community
                                                                       Development Symposium to provide
Center for Community Research and
                                        MSA                            technical assistance and financial
Service
                                                                       training to faith-based community
                                                                       revitalization organizations
                                                                       Serves on Board of medical/dental
                                                                       clinic that provides services based on
West Side Health Services               MSA                            ability to pay in LMI neighborhood;
                                                                       trained LMI employees to encourage
                                                                       IDA savings program
                                                                       Provides technical assistance to West
                                                                       Side neighborhood housing developer
Cornerstone West CDC                    MSA
                                                                       providing homebuyer assistance to
                                                                       local employees
                                                                       Member of Policy Committee for
                                                                       statewide Individual Development
                                                                       Accounts (IDA) which manages a
Delawareans Save                        MSA
                                                                       matching pool of $1 million; provides
                                                                       financial education and outreach
                                                                       oversight
                                                                       Advisory Committee member for
                                                                       organization providing financial
                                                                       education and counseling for LMI
                                                                       individuals; disseminated a financial
Delaware Financial Literacy Institute
                                        MSA                            topics brochure regarding IDA
(Delaware Money School)
                                                                       accounts, housing counseling, and
                                                                       financial education opportunities;
                                                                       produced and distributed booklets
                                                                       regarding avoiding predatory lenders
                                                                       Advisory Committee Member for
YWCA of New Castle County               MSA                            organization’s financial education
                                                                       programs
(Community Development Services-
cont’d)
                                                                       Produced program on financial
Public Access Cable Television          MSA
                                                                       education topics
                                                                       Wrote, produced, and distributed over
Local housing counseling agencies
                                        MSA                            1,200 booklets on first time homebuyer
and HUD
                                                                       resources
                                                                       Provided technical assistance to create
                                                                       and develop assisted savings accounts
Corporation for Enterprise
                                        MSA                            for youngsters to accumulate assets;
Development
                                                                       assisted Clarence Fraim Center (Boys
                                                                       and Girls Club of Delaware) to secure

                                                                                                                 45
Office of Thrift Supervision                              Evaluation Date:                05/03/2004
Large Savings Association Performance Evaluation          Docket Number:                      14470



Appendix A (continued)
                                                   designation as a pilot test site for
                                                   national program


National Service Initiatives
                                                   Wrote and produced a financial
                                                   education video (in both English and
                                                   Spanish) regarding basic budgeting,
                                                   savings habits, and maintaining a good
Community Action Agency (CAA)       Nationwide     credit history; distributed over 1,000
                                                   copies at the annual EITC conference,
                                                   through CAA network, and through
                                                   Internal Revenue Service to non-profits
                                                   nationwide




                                                                                                 46
Office of Thrift Supervision                                                  Evaluation Date:           05/03/2004
Large Savings Association Performance Evaluation                              Docket Number:                 14470



Appendix A (continued)


                                                   Table A22
                                     Community Development Services

                 Entity Name                        Location                      Service

                                                               Board member for educational initiative to
                                                               provide housing and credit counselors with
Borrow Smart Public Education Foundation       Nationwide
                                                               materials regarding lending and avoiding
                                                               predatory lenders
                                                               Sponsored national convention in
Manufactured Housing Homeowners Associations MSA               Wilmington, DE to promote manufactured
                                                               housing as an affordable housing option




                                                                                                                47
Office of Thrift Supervision                                         Evaluation Date:           05/03/2004
Large Savings Association Performance Evaluation                     Docket Number:                 14470



Appendix B

Summary of State and Multi-state MSA Ratings


            State                     Lending       Investment      Service                 Overall
        or Multi-state                  Test           Test          Test                    State
         MSA Name                      Rating         Rating        Rating                  Rating
 Wilmington-Newark, DE-MD          Outstanding     Outstanding   Outstanding            Outstanding
 MSA #9160




                                                                                                       48
         Office of Thrift Supervision                                                                       Evaluation Date:               05/03/2004
         Large Savings Association Performance Evaluation                                                   Docket Number:                     14470



         Appendix C

         FFIEC Aggregate Core Tables


                                                                                                                   Institution ID: 40000014470          CITICORP TRUST BANK, FSB

         Table 1. Lending Volume
LENDING VOLUME                                               Geography: WILMINGTON MSA                       Evaluation Period: JANUARY 1, 2001 TO DECEMBER 31, 2002
                               % of Rated                                                                                           Community Development                              % of Rated Area
                               Area Loans         Home Mortgage               Small Loans to          Small Loans to Farms                Loans**             Total Reported Loans    Deposits in MA/AA***
                                  (#) in                                       Businesses
MA/Assessment Area (2002):       MA/AA*
                                                  #         $ (000’s)        #         $ (000’s)        #           $ (000’s)          #         $ (000’s)      #         $(000’s)
Full Review:
Wilmgtn-Newark, DE-MD MSA           100.00            496      51,678             0            0               0                0           3           632         499      52,310                  100.00




         *
           Loan Data as of December 31, 2002. Rated area refers to either the state or multi-state MA rating area.
         **
            The evaluation period for Community Development Loans is From January 01, 2001 to December 31, 2002.
         ***
             Deposit Data as of December 31, 2003. Rated Area refers to either the state, multi-state MA, or institution, as appropriate.

                                                                                                                                                                                                     49
      Office of Thrift Supervision                                                                Evaluation Date:            05/03/2004
      Large Savings Association Performance Evaluation                                            Docket Number:                  14470



      Appendix C (continued)


                                                                                                          Institution ID: 40000014470       CITICORP TRUST BANK, FSB

      Table2a. Geographic Distribution of Home Purchase Loans

Geographic Distribution: HOME PURCHASE                             Geography: WILMINGTON MSA                   Evaluation Period: JANUARY 1, 2001 TO DECEMBER 31, 2002
                               Total Home Purchase          Low-Income             Moderate-Income             Middle-Income            Upper-Income           Aggregate HMDA Lending (%) by Tract
                                      Loans                 Geographies               Geographies               Geographies              Geographies                        Income*
MA/Assessment Area:               #          % of      % Owner      % BANK       % Owner      % BANK       % Owner       % BANK     % Owner      % BANK
                                            Total**      Occ         Loans         Occ         Loans         Occ          Loans       Occ         Loans       Low        Mod        Mid        Upp
                                                        Units***                 Units***                  Units***                 Units***
Full Review:
Wilmgtn-Newark, DE-MD MSA             0         0.00        1.51         0.00        13.84         0.00       59.30         0.00        25.35        0.00       1.20      12.73     61.56        24.50




      *
        Based on 2002 Peer Mortgage Data: US & PR.
      **
         Home purchase loans originated and purchased in the MA/AA as a percentage of all home purchase loans originated and purchased in the rated area.
      ***
          Percentage of Owner Occupied Units is the number of owner occupied housing units in a particular geography divided by the number of owner occupied housing units in the area based
        on 1990 Census information.

                                                                                                                                                                                            50
      Office of Thrift Supervision                                                                  Evaluation Date:          05/03/2004
      Large Savings Association Performance Evaluation                                              Docket Number:                14470



      Appendix C (continued)


                                                                                                         Institution ID: 40000014470       CITICORP TRUST BANK, FSB

      Table 3a. Geographic Distribution of Home Improvement Loans

Geographic Distribution: HOME IMPROVEMENT                            Geography: WILMINGTON MSA                    Evaluation Period: JANUARY 1, 2001 TO DECEMBER 31, 2002
                                Total Home              Low-Income           Moderate-Income              Middle-Income           Upper-Income          Aggregate HMDA Lending (%) by Tract Income*
                            Improvement Loans          Geographies              Geographies                Geographies             Geographies
MA/Assessment Area:            #         % of     % Owner       % BANK     % Owner      % BANK        % Owner      % BANK     % Owner     % BANK
                                        Total**     Occ          Loans       Occ         Loans          Occ        Loans        Occ       Loans           Low        Mod          Mid          Upp
                                                   Units***                Units***                   Units***                Units***
Full Review:
Wilmgtn-Newark, DE-MD              0      0.00        1.51         0.00        13.84         0.00         59.30        0.00       25.35         0.00        0.88       10.34       64.72           24.07
MSA




      *
        Based on 2002 Peer Mortgage Data: US & PR.
      **
         Home improvement loans originated and purchased in the MA/AA as a percentage of all home improvement loans originated and purchased in the rated area.
      ***
          Percentage of Owner Occupied Units is the number of owner occupied housing units in a particular geography divided by number of owner occupied housing units in the area based on
        1990 Census information.

                                                                                                                                                                                              51
      Office of Thrift Supervision                                                                Evaluation Date:                05/03/2004
      Large Savings Association Performance Evaluation                                            Docket Number:                      14470



      Appendix C (continued)


                                                                                                       Institution ID: 40000014470              CITICORP TRUST BANK, FSB

      Table 4a. Geographic Distribution of Home Mortgage Refinance Loans

Geographic Distribution: HOME MORTGAGE REFINANCE                           Geography: WILMINGTON MSA                  Evaluation Period: JANUARY 1, 2001 TO DECEMBER 31, 2002
                               Total Home        Low-Income Geographies       Moderate-Income             Middle-Income                 Upper-Income            Aggregate HMDA Lending (%) by Tract
                                 Mortgage                                      Geographies                Geographies                   Geographies                          Income*
MA/Assessment Area:          Refinance Loans
                               #        % of      % Owner       % BANK      % Owner     % BANK        % Owner     % BANK            % Owner      % BANK
                                       Total**   Occ Units***   Loans         Occ       Loans           Occ       Loans               Occ        Loans         Low       Mod         Mid        Upp
                                                                            Units***                  Units***                      Units***
Full Review:
Wilmgtn-Newark, DE-MD           496     100.00          1.51        2.82        13.84        22.18        59.30           58.27         25.35          16.73    0.83        8.43      57.38        33.37
MSA




      *
        Based on 2002 Peer Mortgage Data: US & PR.
      **
         Home mortgage refinance loans originated and purchased in the MA/AA as a percentage of all home mortgage refinance loans originated and purchased in the rated area.
      ***
          Percentage of Owner Occupied Units is the number of owner occupied housing units in a particular geography divided by number of owner occupied housing units in the area based on
        1990 Census information.

                                                                                                                                                                                              52
      Office of Thrift Supervision                                                                 Evaluation Date:               05/03/2004
      Large Savings Association Performance Evaluation                                             Docket Number:                     14470



      Appendix C (continued)


                                                                                                         Institution ID: 40000014470           CITICORP TRUST BANK, FSB

      Table 5a. Geographic Distribution of Multifamily Loans

Geographic Distribution: MULTIFAMILY                             Geography: WILMINGTON MSA                   Evaluation Period: JANUARY 1, 2001 TO DECEMBER 31, 2002
                             Total Multifamily    Low-Income Geographies       Moderate-Income              Middle-Income               Upper-Income            Aggregate HMDA Lending (%) by Tract
                                  Loans                                           Geographies                Geographies                 Geographies                         Income*
MA/Assessment Area:           #          % of      % of MF     % BANK         % MF      % BANK           % MF        % BANK          % MF       % BANK
                                        Total**    Units***    Loans         Units***   Loans           Units***     Loans          Units***    Loans          Low        Mod         Mid         Upp

Full Review:
Wilmgtn-Newark, DE-MD             0        0.00         3.65         0.00        18.47          0.00        61.52          0.00        16.36         0.00       13.79      34.48      48.28           3.45
MSA




      *
        Based on 2002 Peer Mortgage Data: US & PR.
      **
         Multifamily loans originated and purchased in the MA/AA as a percentage of all multifamily loans originated and purchased in the rated area.
      ***
          Percentage of multifamily units is the number of multifamily housing units in a particular geography divided by number of multifamily housing units in the area based on 1990 Census
        information.

                                                                                                                                                                                                 53
      Office of Thrift Supervision                                                                  Evaluation Date:            05/03/2004
      Large Savings Association Performance Evaluation                                              Docket Number:                  14470



      Appendix C (continued)


                                                                                                         Institution ID: 40000014470           CITICORP TRUST BANK, FSB

      Table 8a. Borrower Distribution of Home Purchase Loans

Borrower Distribution: HOME PURCHASE                              Geography: WILMINGTON MSA                     Evaluation Period: JANUARY 1, 2001 TO DECEMBER 31, 2002
                             Total Home        Low-Income Borrowers         Moderate-Income           Middle-Income Borrowers    Upper-Income Borrowers             Aggregate Lending Data*
                           Purchase Loans                                        Borrowers
MA/Assessment Area:          #       % of        %          % BANK          %            % BANK          %          % BANK          %           % BANK
                                    Total**   Families***   Loans****    Families***    Loans****     Families***   Loans****    Families***    Loans****   Low        Mod         Mid         Upp

Full Review:
Wilmgtn-Newark, DE-MD           0      0.00        17.16          0.00        18.80          0.00          26.64         0.00         37.40          0.00   16.38         29.81     28.44          25.38
MSA




      *
        Based on 2002 Peer Mortgage Data: US & PR.
      **
         As a percentage of loans with borrower income information available. No information was available for ******% of loans originated and purchased by BANK.
      ***
          Percentage of Families is based on the 1990 Census information.
      ****
           Home purchase loans originated and purchased in the MA/AA as a percentage of all home purchase loans originated and purchased in the rated area.

                                                                                                                                                                                              54
      Office of Thrift Supervision                                                                       Evaluation Date:              05/03/2004
      Large Savings Association Performance Evaluation                                                   Docket Number:                    14470



      Appendix C (continued)


                                                                                                              Institution ID: 40000014470             CITICORP TRUST BANK, FSB

      Table 9a. Borrower Distribution of Home Improvement Loans

Borrower Distribution: HOME IMPROVEMENT                               Geography: WILMINGTON MSA                          Evaluation Period: JANUARY 1, 2001 TO DECEMBER 31, 2002
                               Total Home         Low-Income Borrowers          Moderate-Income            Middle-Income Borrowers      Upper-Income Borrowers             Aggregate Lending Data*
                              Improvement                                         Borrowers
MA/Assessment Area:              Loans
                             #         % of         %          % BANK          %          % BANK              %            % BANK          %           % BANK
                                      Total**    Families***   Loans****    Families***   Loans****        Families***     Loans****    Families***    Loans****   Low        Mod         Mid         Upp

Full Review:
Wilmgtn-Newark, DE-MD         0           0.00        17.16          0.00        18.80            0.00          26.64           0.00         37.40          0.00   17.34       29.38       29.71          23.57
MSA




      *
        Based on 2002 Peer Mortgage Data: US & PR.
      **
         As a percentage of loans with borrower income information available. No information was available for ******% of loans originated and purchased by BANK.
      ***
          Percentage of Families is based on the 1990 Census information.
      ****
           Home improvement loans originated and purchased in the MA/AA as a percentage of all home improvement loans originated and purchased in the rated area.

                                                                                                                                                                                                     55
      Office of Thrift Supervision                                                                   Evaluation Date:             05/03/2004
      Large Savings Association Performance Evaluation                                               Docket Number:                   14470



      Appendix C (continued)


                                                                                                          Institution ID: 40000014470            CITICORP TRUST BANK, FSB

      Table 10a. Borrower Distribution of Home Mortgage Refinance Loans

Borrower Distribution: HOME MORTGAGE REFINANCE                            Geography: WILMINGTON MSA                     Evaluation Period: JANUARY 1, 2001 TO DECEMBER 31, 2002
                              Total Home         Low-Income Borrowers         Moderate-Income          Middle-Income Borrowers     Upper-Income Borrowers             Aggregate Lending Data*
                               Mortgage                                         Borrowers
MA/Assessment Area:         Refinance Loans
                             #        % of         %          % BANK         %          % BANK            %          % BANK           %           % BANK
                                     Total**    Families***   Loans****   Families***   Loans****      Families***   Loans****     Families***    Loans****   Low        Mod         Mid         Upp

Full Review:
Wilmgtn-Newark, DE-MD         496     100.00         17.16        30.88        18.80         35.71          26.64         24.65         37.40          8.76   10.17       25.67       30.46          33.71
MSA




      *
        Based on 2002 Peer Mortgage Data: US & PR.
      **
         As a percentage of loans with borrower income information available. No information was available for 12.50% of loans originated and purchased by BANK.
      ***
          Percentage of Families is based on the 1990 Census information.
      ****
           Home mortgage refinance loans originated and purchased in the MA/AA as a percentage of all home mortgage refinance loans originated and purchased in the rated area.

                                                                                                                                                                                                56
      Office of Thrift Supervision                                                                      Evaluation Date:         05/03/2004
      Large Savings Association Performance Evaluation                                                  Docket Number:               14470



      Appendix C (continued)


                                                                                                             Institution ID: 40000014470          CITICORP TRUST BANK, FSB

      Table 14. Qualified Investments

QUALIFIED INVESTMENTS                                               Geography: WILMINGTON MSA                  Evaluation Period: JANUARY 1, 2001 TO DECEMBER 31, 2002
                                     Prior Period   Investments*           Current Period Investments                            Total Investments                       Unfunded Commitments**

MA/Assessment Area:                  #                   $(000’s)            #               $(000’s)                #                 $(000’s)            % of Total     #             $(000’s)

Full Review:
Wilmgtn-Newark, DE-MD                      0                        0               7               27,919                  7                     27,919        100.00          1              1,793
MSA




      *
          'Prior Period Investments' means investments made in a previous evaluation period that are outstanding as of the examination date.
      **
           'Unfunded Commitments' means legally binding investment commitments that are tracked and recorded by the institution's financial reporting system.

                                                                                                                                                                                          57
      Office of Thrift Supervision                                                             Evaluation Date:           05/03/2004
      Large Savings Association Performance Evaluation                                         Docket Number:                 14470



      Appendix C (continued)


                                                                                                    Institution ID: 40000014470         CITICORP TRUST BANK, FSB

      Table 15. Distribution of Branch Delivery System and Branch Openings/Closings

DISTRIBUTION OF BRANCH DELIVERY SYSTEM AND BRANCH OPENINGS/CLOSINGS                       Geography: WILMINGTON MSA             Evaluation Period: JANUARY 1, 2001 TO DECEMBER 31, 2002

                         Deposits                        Branches                                               Branch Openings/Closings                                      Population
                           % of       # of      % of          Location of Branches by                                  Net change in Location of Branches       % of Population within Each Geography
MA/Assessment Area:       Rated      BANK      Rated        Income of Geographies (%)            # of      # of                      (+ or - )
                           Area     Branche    Area                                            Branch    Branch
                         Deposits      s      Branche    Low     Mod       Mid          Upp    Opening   Closings     Low       Mod           Mid     Upp       Low        Mod        Mid       Upp
                          in AA               s in AA                                             s
Full Review:
Wilmgtn-Newark, DE-MD     100.00          1       100    0.00      0.00   100.00        0.00         0            0       0         0          0            0     3.32     16.50      57.59        22.59
MSA




                                                                                                                                                                                              58
      Office of Thrift Supervision                                                             Evaluation Date:            05/03/2004
      Large Savings Association Performance Evaluation                                         Docket Number:                  14470



      Appendix C (continued)


                                                                                                    Institution ID: 40000014470           CITICORP TRUST BANK, FSB

      Distribution of Branch and ATM Delivery System

DISTRIBUTION OF BRANCH AND ATM DELIVERY SYSTEM                              Geography: WILMINGTON MSA                      Evaluation Period: JANUARY 1, 2001 TO DECEMBER 31, 2002

                         Deposits                        Branches                                                      ATMs                                                  Population
                           % of       # of      % of          Location of Branches by                                  Location of ATMs by Income of           % of Population within Each Geography
MA/Assessment Area:       Rated      BANK      Rated        Income of Geographies (%)            # of       % of                Geographies
                           Area     Branche    Area                                             ATMs        Total
                         Deposits      s      Branche    Low     Mod       Mid          Upp                 Bank     Low        Mod        Mid       Upp       Low        Mod        Mid       Upp
                          in AA               s in AA                                                       ATMs
Full Review:
Wilmgtn-Newark, DE-MD     100.00          1       100    0.00      0.00   100.00        0.00            0     0.00         0          0          0         0     0.00      0.00       0.00        0.00
MSA




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Office of Thrift Supervision                                                                      Evaluation Date:        05/03/2004
Large Savings Association Performance Evaluation                                                  Docket Number:              14470



Appendix C (continued)



                                               Institution ID: 40000014470            CITICORP TRUST BANK, FSB

                   Wilmgtn-Newark, DE-MD MSA

                     Demographic Information for Full Scope Area: Wilmgtn-Newark, DE-MD MSA
                                                                                          Low            Moderate       Middle          Upper        NA*
                     Demographic Characteristics                            #            % of #           % of #        % of #          % of #      % of #

                     Geographies (Census Tracts/BNAs)                           135          6.67               18.52        54.07          19.26            1.48
                     Population by Geography                               513,293           3.32               16.50        57.59          22.59            0.00
                     Owner-Occupied Housing by Geography                   130,574           1.51               13.84        59.30          25.35            0.00
                     Business by Geography                                  29,800          10.81               16.30        50.68          22.07            0.14
                     Farms by Geography                                         751          0.93               11.98        67.51          19.57            0.00
                     Family Distribution by Income Level                   134,726          17.16               18.80        26.64          37.40            0.00
                     Distribution of Low and Moderate Income    48,446                       6.17               24.45        59.21          10.17            0.00
                     Families throughout AA Geographies
                     Median Family Income                                                 44,332     Median Housing Value            116,819
                     HUD Adjusted Median Family Income for 2002                           75,900     Unemployment Rate (1990 US       2.11%
                     Households Below Poverty Level                                       7.62%       Census)
                   (*) The NA category consists of geographies that have not been assigned an income classification.
                   Source: 1990 US Census and 2002 HUD updated MFI




                                                                                                                                                                    60
Office of Thrift Supervision                                                           Evaluation Date:           05/03/2004
Large Institution Performance Evaluation                                               Docket Number:                 14470



CRA Rating Definitions
There are four separate and distinct CRA assessment methods set forth in the CRA: the lending, investment, and service
tests for large, retail institutions; the streamlined examination method for small institutions; the community development
test for wholesale and limited purpose institutions; and the strategic plan option for all institutions. OTS will assign an
institution one of the four assigned ratings required by Section 807 of the CRA:

1.   “Outstanding record of meeting community credit needs.”
2.   “Satisfactory record of meeting community credit needs.”
3.   “Needs to improve record of meeting community credit needs.”
4.   “Substantial noncompliance in meeting community credit needs.”

OTS judges an institution’s performance under the test and standards in the rule in the context of information about the
institution, its community, its competitors, and its peers. Among the factors to evaluate in an examination are the economic
and demographic characteristics of the assessment area(s); the lending, investment, and service opportunities in the
assessment area(s); the institution’s product offerings and business strategy; the institution’s capacity and constraints; the
prior performance of the institution; in appropriate circumstances, the performance of a similarly situated institution; and
other relevant information. An institution’s performance need not fit each aspect of a particular rating profile in order to
receive that rating, and exceptionally strong performance with respect to some aspects may compensate for weak
performance in others. The institution’s overall performance, however, must be consistent with safe and sound banking
practices and generally with the appropriate rating profile. In addition, OTS adjusts the evaluation of an institution’s
performance under the applicable assessment method in accordance with §563e.21 and §563e.28, which provide for
adjustments on the basis of evidence of discriminatory or other illegal credit practices.




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