Sun Valley JUNE 26-29, 2016 Register Today Because No Two Clients Are Ever the Same.TM

ISSUE 1 2016

OFFICIAL PUBLICATION OF THE UTAH BANKERS ASSOCIATION

108th Annual UBA Convention Sun Valley JUNE 26-29, 2016 Register Today www.uba.org/convention Because no two clients are ever the same.TM

Celebrating 25 Years of Service in Utah

Understanding what makes you unique.®

www.swlaw.com

SW_Spring_2016_UtahBanker.indd 1 4/4/2016 3:32:39 PM UBA Board of Directors 2015/2016

CHAIRMAN Jill M. Taylor Regional President, Consumer and Small Business KeyBank Salt Lake City, UT

VICE CHAIRMAN Craig A. White President & CEO Utah Independent Bank 6 12 Beaver, UT

2ND VICE CHAIRMAN Ron Ostler Chairman Comenity Capital Bank Salt Lake City, UT

IMMEDIATE PAST CHAIRMAN Kelvin L. Anderson President & CEO Optum Bank Salt Lake City, UT

COMMUNITY BANK ADVISORY CHAIR Brad R. Baldwin President & CEO First Utah Bank Salt Lake City, UT

REGIONAL BANK ADVISORY CHAIR Dee O'Donnell Utah Regional President 4 How Long Can Credit Unions 12 .“Section 4(a)(1½)” Exemption for Wells Fargo Salt Lake City, UT Stand By and Watch Resales of Restricted Securities

INDUSTRIAL BANK ADVISORY CHAIR By Howard Headlee, President Now Codified Donald Poulton President/CEO The .com world has become overcrowded, Medallion Bank Heart of Our Community making it difficult for banks to stand out. Salt Lake City, UT 5 PRESIDENT Spotlight Howard M. Headlee Bankers on the Move President 14 Utah Bankers Association 6 Washington Update: Help Us Salt Lake City, UT ‘Power Up’ BOARD MEMBERS ABA Online Training I think most bankers would agree that the 17 As your Local American Bankers Association Richard T. Beard policy environment today is not a heck of President and CEO, People’s Utah Bancorp Training Provider, purchasing ABA Training CEO, Bank of American Fork a lot better for our industry than it was in online through the Utah Bankers Assocaion American Fork, UT 2008. has never been easier! Michael A. Fosmark By Rob Nichols, President and CEO, American Bankers President, Leasing & Equipment Finance Celtic Bank Association Salt Lake City, UT 17 Train Your Cyber Brain with Robert Garinger Online Certifications from the President & CEO 2016 UBA Ag Outlook and American Express Centurion Bank 7 SBS Institute New York City, NY Conference The SBS Institute and the Utah Bankers Kay B. Hall More than 80 bankers and their Ag custom- Association is excited to announce a few EVP, CFO ers attended the Annual UBA Ag Outlook Zions Bank changes to the certification program. Salt Lake City, UT and Conference in St. George on January 28-29, 2016. By Josh Banta, VP Service and Technical Sales, Data Business K. John Jones Equipment, Inc. President & CEO First National Bank Layton, UT Crime-as-a-Service = Hackers 8 Bank Kudos Richard Lake for Hire 18 President Merrick Bank The Evolution of Cybercrime South Jordan, UT Close your eyes for one second and picture 24 UBA Associate Members Damon G. Miller in your mind a “hacker.” What does he or Utah Market President U.S. Bank she look like in your mind? Salt Lake City, UT By Jon Waldman, Partner, Senior Information Security

Mark W. Packard Consultant - Security Banking Solutions, LLC Senior Executive Vice President Central Bank Springville, UT 10 Compliance Corner: What We Erich Sontag Learned: Know Before You Owe President, Intermountain Banking AmericanWest Bank Mortgage Disclosure Rule – South Jordan, UT If you missed the CFPB’s TRID Construction Katie Spratling President Lending Webcast because you were too Holladay Bank & Trust busy slogging through work or just couldn’t Salt Lake City, UT motivate yourself to sit through another Frank K. Stepan drone-voiced slide-reading webcast, don’t Executive Director Morgan Stanley Bank worry, because we listened for you. Salt Lake City, UT By Jennifer Kirby M. Craig Zollinger Utah President & CEO JPMorgan Chase Salt Lake City, UT

©2016 Utah Bankers Association | The newsLINK Group, LLC. All rights reserved. Utah Banker is published quarterly each year by The newsLINK Group, LLC for the Utah Bankers Association and is the official publication for this association. The information contained in this publication is intended to provide general information for review and consideration. The contents do not constitute legal advice and such not be relied on as such. If you need legal advice or assistance, it is strongly recommended that you contact an attorney as to your specific circumstances. The statements and opinions expressed in this publication are those of the individual authors and do not necessarily represent the views of the Utah Bankers Association, its board of directors, or the publisher. Likewise, the appearance of advertisements within this publication does not constitute an endorsement or recommendation of any product or service advertised. Utah Banker is a collective work and as such some articles are submitted by authors that are independent of the Utah Bankers Association. While the Utah Bankers Association encourages a first print policy, in cases where this is not possible, every effort has been made to comply with any known reprint guidelines or restrictions. Content may not be reproduced or reprinted without prior permission. For further information, please contact the publisher at: 855.747.4003. Issue 1. 2016 3 The Bottom Line By Howard Headlee, President, Utah Bankers Association

How Long Can Credit Unions Stand By and Watch

The numbers are out, and 2015 marked the third year in a row that America First retained over $100 million in profits from its members. The top four tax-exempt financial institutions headquartered in Utah - America First, Mountain America, GoldenWest and Utah Community - together retained over $200 million in profits last year. And how much income tax did they contribute to Utah’s School Fund? Zip, Zero, Zilch!

e all just watched our state legislature scratch and claw over $5 billion in taxes, made more than $50 million in voluntary and fight to find enough money to fund a 3% increase charitable contributions, and invested more than $5 billion in our W in the Weighted Pupil Unit (WPU) for our children’s low to moderate income communities. Utah’s banks are proud to schools. Each 1% increase requires $26 million in tax revenues. play a central role in our state’s success. And somehow these four corporations retained over $200 million in profits last year and contributed nothing? They know we can’t But whether or not a $7 billion financial institution should be able pay teachers enough, they know we spend less per student than to retain $100 million in profit without paying income taxes to any other state, they know other taxpayers are making serious support our local schools is a debate that has nothing to do with sacrifices to do all they can to support our schools, and yet they banks. stand by and watch. These highly profitable corporations have historically dodged Is everyone OK with these incredibly profitable businesses taking their responsibilities by turning the focus of this debate on every- a pass when it comes to supporting our schools? (Every penny of one but themselves. But that strategy is getting tired, and with corporate income tax goes directly into Utah’s School Fund.) over $200 million in retained profits last year, it is getting much more difficult as well. I decided to take a look at their earnings after sitting through a Utah Jazz game with my son. I was bombarded during nearly The Utah Legislature has done their part. After studying this every time out with a promotion from one of these tax-exempt issue for two years, legislators adopted an innovative solution to financial service providers. “Things must be going very well for this problem and asked Congress to cooperate by addressing the them,” I thought to myself. I had no idea how well. If the fans outdated federal tax loophole. But Congress can’t seem to get understood the costs of these gimmicky promotions were coming anything done right now, so these massive corporations continue right out of their children’s classroom they would chide, not to dodge income taxes on their profits, and sales taxes on their cheer. purchases - they don’t even pay hotel or car rental taxes when Utahns are surprised when they find out that every time some- they travel on business. They maintain their status as instrumen- one takes their accounts or loans from a bank to one of these talities of the federal government, protected from federal, state subsidized businesses, our schools lose money. That’s messed and local taxes (except property taxes). up. People should be free to choose whatever financial institution they want without having to worry about the impact of their So while Congress sleeps, these tax-subsidized businesses grow, decision on school kids. and advertise like crazy! And as they grow, our tax base erodes. Perhaps we should at least require some truth-in-advertising so Listen, banks are doing fine. In fact, banks are competing Utahns are aware that every time they choose to do business with amazingly well against these subsidized competitors. And despite one of these highly profitable federal instrumentalities, funding charging comparable rates and fees, last year Utah’s banks paid for our schools drops. A little sunshine never hurts. n

4 www.uba.org HEART OF OUR COMMUNITY SPOTLIGHT Fourth Street Clinic – Where the Wait is Worth It! Natalie, Front Desk Team Lead

have some of the hardest and most difficult patients. But, for the most part, the people I serve really deserve the services they receive and they are just so grateful.

What do you like best about your job? I like how high-energy, crazy, funny and ever-changing it is. No other job in the world will ever be this zany. We have some pretty far-out patients that tend to present some outrageous — good and bad — situations. I also love seeing the progress our patients make — there are some really incredible people.

What do you like least about your job? The high-energy, ever-changing atmosphere — the same reasons why I love my job! What advice would you give to someone new joining the team? Always look for the good. The ugly can often be louder than the good, but it isn’t more prevail- ing. Our patients are brave, strong and kind. They change for the better every day and you will see miracles if you are looking for them.

What is your proudest accomplishment on the job? Any time a patient makes it out. When someone is excited to tell me that they got housing atient 16, please come to window pañol?” She guides the patient through the or overcame addiction — that is the best! That number 1.” check-in process, and he is visibly relieved makes me so proud! “P to know he will get help soon. He goes The phones are ringing, two patients are back to his seat in the waiting room and At the heart of our community are people discussing the pending weather, a woman Natalie calls the next patient. like Natalie and organizations like Fourth in the corner is struggling with her mental Street Clinic, which helps homeless Utah- health. The waiting room is full except for What is your day-to-day like? ans improve their health and quality of life a few empty seats. Coughing, sneezing, In a nutshell, I do intake and eligibility pro- by providing high-quality health care and snoring and wheezing are the background cessing. That includes registering new patients, support services. n noises on this Friday morning. It’s all just check-ins for appointments, scheduling, resched- a day in the life of the Fourth Street Clin- uling, and lots of paperwork and phone calls. ic’s front desk team. Plus, there is the occasional “babysitting” for For more good news stories follow Heart of Our Com- patients who are not very stable. munity on Facebook, Twitter and/or Instagram. Then be sure to like and share the stories that touch your heart with Natalie, the front desk team lead, sits at your peers, friends and family. This will drive attention and window 1, the first window patients see Why did you take this position? donations back to the highlighted organizations. Below when they come to the waiting room. … Every day I get to step outside of my normal are the links: Natalie is an intake and eligibility special- little bubble. I like the idea of working with Facebook - https://www.facebook.com/HeartOfOurCom- ist. Her desk is colored by inspiring quotes, people who are outside of that bubble. munity Post-it notes, pens, highlighters, papers Twitter - https://twitter.com/HeartOfOurComm #heartofourcommunity and, on her screen, a long list of names. What are your customers like? Oh wow, the spectrum is huge! We have some Instagram - http://instagram.com/heartofourcommunity Natalie waits for patient number 16 to of the absolute best patients in the world. They For more information contact us at ourcommunity@uba. org. come to the window. “English or Es- are kind, patient, grateful and nice. We also

Issue 1. 2016 5 can support it — if a senior executive at WASHINGTON UPDATE the bank provides prior approval.

It is critical that we obtain this prior approval as soon as possible. ABA is already Help Us ‘Power Up’ contacting those banks that have provided approval — particularly those whose leaders serve on ABA councils — about By Rob Nichols, President and CEO, American Bankers Association hosting in-bank campaigns for BankPac. A signed prior approval form will permit us to help banks implement a simple employee deduction plan which, when multiplied by thousands of banks, can yield big results. The BankPac prior approval form is available on aba.com/PowerUp; please fill it out.

3. Donate to the Fund for Economic think most bankers would agree that changes on our end, including using new Growth. The Fund is the new name for the policy environment today is not social and digital advocacy tools to better the 501c4 that several ABA banker leaders I a heck of a lot better for our industry communicate, mobilize and coordinate started in 2012. It helps demonstrate the than it was in 2008. Politicians continue our efforts. But we need bankers to make economic impact of U.S. banks and pro- to take cheap shots at banks, even going a shift as well. Specifically, we are asking growth policies by educating policymakers so far as to force the industry to pay for bankers to do three things that we think and the public, promoting legislation and the highway spending bill enacted last will help rebuild the banking industry’s bolstering political candidates. December. political clout. We are calling this initiative “Power Up,” and I am asking for your Unlike BankPac, the Fund can accept This is an untenable position. Banks are active participation. both personal and corporate contributions, far too important to hometowns across which are unlimited. The more contribu- America to unfairly remain a political Three Steps to ‘Power Up’ tions the Fund receives, the more we can punching bag. It’s not just that the contin- do to improve the policy environment ued sweeping, anti-bank rhetoric damages 1. Engage in grassroots leadership. You in Washington. More information and a our reputation, which could deter custom- are already community leaders, which donation form are available on aba.com/ ers from banking. That is a problem, to be makes you important to elected officials. PowerUp. sure -- and policymakers should see how We need to go the next level and become counterproductive it is to send consumers an invaluable resource to them. Host All of these steps are aimed at dramatical- away from the safety of regulated institu- lawmakers in your community and in your ly expanding bankers’ participation in the tions. bank. Introduce them to other community political process and thereby increasing VIPs, including your business customers. our political strength. But it is equally But the more damaging result is the pol- Help them with their campaigns either by important that we deploy our expanded re- icies -- particularly in the form of overly hosting a fundraiser or providing manpow- sources more deliberately and aggressively. prescriptive regulations — that follow the er. That means being more discerning in our rhetoric. Policies that do not recognize financial support to lawmakers and more how banks interact with their customers, As you do so, your member of Congress proactive in our use of media in political or how bank lending propels the growth will learn the valuable role your bank plays campaigns. Rest assured that the state and prosperity of their communities, do in the community, and how policy affects associations will remain critical partners in more far more harm than good. They deny your customers -- their constituents. That making these kinds of funding decisions. credit to creditworthy borrowers, make is the best way to ensure they will consider homeownership prohibitive and perversely your views when a banking issue comes up I firmly believe that the three components promote consolidation among smaller for a vote. of our Power Up initiative will set banking banks that are sometimes the only finan- on the path to becoming a more formida- cial services provider in town. If you have or are willing to build or ble political force. We won’t get there over- deepen a relationship with your lawmaker, night. In fact, I expect we will need a good This needs to change. please let ABA know by filling out our two years to fully “power up.” But with Lawmaker Relationship Form on aba. your support and leadership, I’m confident That’s why ABA spent the first few com/PowerUp. we will build banking’s clout and create a months of 2016 reviewing and revitalizing more positive policy environment for your the advocacy tools and programs bankers 2. Join BankPac — or your state’s Fed- customers and communities. n use to amplify their voice in Washing- eral Pac. BankPac and connected state ton. We found we do some things well, political action committees comprise a but also that there were other things we critical tool for advancing a pro-banking E-mail Rob Nichols at [email protected]. should be doing better, differently, new or agenda in Washington, but we can only on a grander scale. We’ll be implementing talk to bankers about it -- and how they

6 www.uba.org 2016 UBA Ag Outlook and Conference

More than 80 bankers and their Ag customers attended the Annual UBA Ag Outlook and Conference in St. George on January 28-29, 2016. The conference kicked off the afternoon of the 28th with three fascinating tours of innovated ag-related businesses in Southern Utah including Robert Holt Farms, Milgro Nursery and Mountain Sunrise Feed. The conference continued into the evening where attendees were entertained by guitarist Kevin Auernig during dinner and enjoyed in a lively discussion on the New Normal in Agricul- tural with consultant John Blanchfield (formerly with the ABA).

The morning of the 29th began with a look at the Future of Technology in Agriculture presented by Duane Grant, Grant 4K Farms, followed by Celeste Malloy with Washington County, discussing Resource Management Plans. Businesswoman Dolores Wheeler, CEO, Gossner Foods from Logan rounded out the morning session by sharing her inspirational thoughts on how to build a Successful Business.

Dillon Feuz, Utah State University along with James Robb and Jessica Sampson both from the Livestock Marketing Information Cen- ter were the concluding speakers, each giving their much anticipated Annual Ag Outlook which always provides vital information for both the producers and bankers in attendance.

The Annual Ag Conference is UBA’s longest running conference. n

Issue 1. 2016 7 as a DDoS attack or sending out phishing emails, rather than having to do it yourself. This is what the industry refers to as “crime-as-a-service.”

What is Crime-as-a-Service? Have you ever wanted to perform a Distributed Denial of Service attack on another organization, but didn’t know where to start? Instead of spending your time learning the particulars of how a DDoS works, you can simply find a DDoS provider and pay them to perform the attack on your behalf! There are all kinds of ancillary benefits to using this type of service – from additional anonymity, to better attack-resources, to time-and-cost savings to you. What’s better than that?

Crime-as-a-service can be defined as the practice of facilitating illegal activities for cybercriminals through the provisioning of services. While crime-as-a-service has been around for a while, it has been gaining in popularity, as evidenced by a host of new “services” being made readily available for anyone with a malicious agenda to conduct quickly and easily.

New Types of Crime-as-a-Service Brian Krebs (www.krebsonsecurity.com) is a very well-known computer security blogger with deep ties to the underground cybercrime community. Krebs reports frequently on the newest and latest attacks and types of fraud hitting the internet, and Crime-as-a-Service = crime-as-a-service is no exception. Some of the most recent forms of cyber- Hackers for Hire crime to be turned into crime-as-a-service include online dating scams, ransomware, By Jon Waldman, Partner, Senior Information Security Consultant - Security Banking warranty fraud, reshipping, and call cen- Solutions, LLC ters.

Online dating is extremely popular, and others in order to make more money and The Evolution of Cybercrime nearly everyone knows or has heard a sto- grow their business. Close your eyes for one second and picture ry about someone being the victim of an in your mind a “hacker.” What does he or online dating scam. Online dating scams Not so long ago, cybercrime used to she look like in your mind? Most people statistically prey on lonely men via online require bad guys with great technical picture a 15-year old kid in his parent’s dating websites or spam email campaigns. knowledge in order to break into networks basement; it’s dark; he’s drinking a 2-liter Crime-as-a-service automates these attacks and steal data or money without getting of soda, eating a bowl of cheese puffs, and by giving the “customer” the option of dif- caught. However, times have changed, and he’s “hacking the planet.” Sound about ferent packages that include standard text, as the economy of cybercrime continues right? hundreds of email templates, and advice to grow, the majority of attacks have for tricking the victim into sending money become automated. Criminals are creating The scary truth is that this is very far from to the “customer” via wire transfer. The software that makes many of the attacks reality in today’s world. Most “hackers” vendor of this service advertises a response they perform as easy as simply clicking a are just like you and me. Hacking has rate of 1.2%, and that “customers” who few buttons, meaning that the technical evolved from kids trying to figure out how send at least 30 scams a day can make expertise once required to be a “hacker” the internet works to an everyday business. roughly $2000 per week. Cybercrime, as it’s referred to these days, is no longer a job-requirement. In a lot of cases, bad guys will even allow you to simply involves folks trying to obtain two Ransomware is another popular attack sign up for a “service” they provide, such (2) things – information or money – from that is becoming easier to automate

8 www.uba.org through crime-as-a-service. A software product called “Ran- Monitoring customer transactions is also extraordinarily im- som32” that allows anyone to kick off their own ransomware portant in order to combat identity theft. Setting transaction campaign by simply registering for a Bitcoin account. The limits, implementing two—factor authentication, and developing “customer” simply uses their Bitcoin credentials to sign up for the payment whitelists are very effective controls to mitigate the risk ransomware service, configure the style and type of attack they of customer fraud. wish to send out, and start sending out the malware. The last thing to keep in mind is that training and education Bad guys also set up call centers to support online dating scams reduces the risk for everyone involved. It is no longer acceptable (the call center makes calls to victims pretending to be the love to have employees watch a 60-minute video on phishing once a of their life), ransomware (helping victims purchase Bitcoins and year; financial institutions must provide ongoing, relevant, and decrypt files, ensuring that the victim recovers so that the fraud useful training and education to their employees on an ongoing continues to propagate), and reshipping scams (using stolen credit basis, and consider leveraging such training and education for cards to purchase expensive items online, shipping such items to customers as well. “mules” at other addresses, then reselling the merchandise). Call centers charge fees to assist in cybercrime activities, ranging from How can SBS help? $10 a phone call to ongoing fees for extended scams. Secure Banking Solutions offers numerous services and products to help you better protect your financial institutions, including How Does Crime-as-a-Service Affect My Institution? our popular Cybersecurity Retainer, which includes Incident Financial institutions have to look out for cybercrime from mul- Response consulting, digital forensics, temporary staffing, and se- tiple different angles, specifically being aware to potential attacks curity awareness training in the event of an attack or incident. For on both employees and customers. Institutions must be very more information, visit us at https://www.protectmybank.com. cognizant of and continuously monitoring their internal networks If you are looking for some additional details on cybercrime for unauthorized traffic and unknown files. Once in the network, and what you can do to protect yourself, the SBS Institute offers cyber-attacks attempt to remain undetected while gathering infor- financial-institution specific, role-based Cybersecurity Certifica- mation or gaining access to funds, but there are typically red flags tion Programs on numerous topics that will help you protect your if you’re paying close enough attention. It’s extremely important institution from attacks. Check out the SBS Institute certification to be able to detect an attack that is occurring, not just attempt to programs, including our Vulnerability Assessor or Ethical Hacker prevent or recover from an attack. Getting transferred funds back certifications, here: https://www.protectmybank.com/sbsinsti- is much more difficult than stopping an attack from leaving the tute/ n network.

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Issue 1. 2016 9 COMPLIANCE CORNER What We Learned: Know Before You Owe Mortgage Disclosure Rule By Jennifer Kirby

f you missed the CFPB’s TRID Construction Lending • Construction Webcast because you were too busy slogging through work • Home equity loan I or just couldn’t motivate yourself to sit through another drone-voiced slide-reading webcast, don’t worry, because we When determining which purpose to disclose, the creditor must listened for you. If you wish to check out the webcast yourself, look at the waterfall of four possible purposes in the order that it’s available at ConsumerComplianceOutlook.org. It’s long and they appear in section 1026.37(a)(9), and select the first one that doesn’t even touch on Closing Disclosures, but it is helpful in applies to the loan. To illustrate the use of the waterfall: that it answers a few tricky questions that probably keep some of you up at night. Here’s a little bit of what we learned. • If the loan meets the definition of Purchase because the consumer intends to use the loan to purchase the property Loan Purpose Waterfall Approach that will secure the loan, the creditor must disclose the Compliance Alliance has received a lot of questions about the purpose as Purchase, even if the loan also meets any other purpose disclosed on the Loan Estimate for construction loans. definitions appearing later in the waterfall. If loan proceeds primarily will be used to finance construction • If the loan does not meet the definition of Purchase, but costs, the loan purpose should always be Construction, right? meets the definition of Refinance because the consumer Not always. We learned from the webcast that the use of pro- intends to use the loan to satisfy an existing obligation ceeds to finance construction costs does not by itself impact the already secured by the real property, the creditor must dis- disclosure of the loan purpose on the Loan Estimate. close the purpose as Refinance, even if the loan also meets other definitions appearing later in the waterfall. Section 1026.37(a)(9) defines four possible loan purposes, in the • If the loan will be used to finance the initial construction following waterfall order: of a dwelling on the property and will not be used for any • Purchase purchase or refinance purposes, the creditor must disclose • Refinance the purpose as Construction.

10 www.uba.org The CFPB suggests that by factoring the construction holdback amount as one of the payments to third parties not otherwise disclosed in the Loan Estimate, there is an effect on the remainder of the cash to close table, which will result in an accurate disclosure.

Here are some common questions we have received and our into the Calculating Cash to Close table in accordance with analysis based on what we learned using the waterfall approach: 1026.37(h)(1)(ii). Let’s look at the commentary to 37(h)(1)(ii), which advises how to calculate “closing costs financed”: 1. What purpose is disclosed when a consumer finances the purchase of land and construction costs? If the loan will Comment 37(h)(1)(ii)-1 be used to both purchase the land and finance construction costs, the loan purpose must be disclosed as Purchase on 1. Calculating amount. The amount of closing costs financed disclosed the Loan Estimate. under §1026.37(h)(1)(ii) is determined by subtracting the estimated total 2. What purpose is disclosed when a consumer owns the amount of payments to third parties not otherwise disclosed pursuant land and finances only the construction costs? If the loan to §1026.37(f) and (g) from the total loan amount disclosed pursuant will be used to finance the initial construction of a dwell- to §1026.37(b)(1). If the result of the calculation is a positive number, ing and not for the purchase of land or the refinance of an that amount is disclosed as a negative number under §1026.37(h)(1)(ii), existing mortgage, the loan purpose must be disclosed as but only to the extent that it does not exceed the total amount of closing Construction on the Loan Estimate. costs disclosed under §1026.37(g)(6). If the result of the calculation is 3. When separate sets of disclosures are provided for the zero or negative, the amount of $0 is disclosed under §1026.37(h)(1)(ii).” construction phase and permanent phase, what purpose (Emphasis added.) is disclosed for the permanent phase? The creditor must disclose Refinance for the purpose of the permanent phase. The CFPB suggests that by factoring the construction holdback When each phase is disclosed and considered as a separate amount as one of the payments to third parties not otherwise transaction and the proceeds of the permanent transaction disclosed in the Loan Estimate, there is an effect on the remain- satisfy the outstanding balance due at the conclusion of der of the cash to close table, which will result in an accurate the construction phase, the credit meets the definition of a disclosure. The calculation of the closing costs to be financed Refinance purpose. affects the calculation of the “Funds for Borrower.” The end result, according to the CFPB, is that the Calculating Cash to How to Disclose Construction Holdbacks Close box will accurately reflect the amounts the parties are ac- Compliance Alliance has received multiple questions from tually responsible for at closing as a result of the loan agreement members asking us how construction holdbacks are handled and and the parties’ legal obligations. how they should be disclosed on the Loan Estimate. There is no direct guidance on this issue in the rule or any commentary, but If you have any questions about construction loans and TRID the CFPB provided an analysis during the webcast. disclosures, please don’t hesitate to contact us, and as mentioned above, if you wish to check out the webcast yourself, it is now A construction holdback is referred to in the webcast as a available at ConsumerComplianceOutlook.org. We strongly portion of the loan proceeds that is placed in or designated to a recommend reviewing the presentation slides for questions of reserve or other account at consummation. Based on the CFPB’s particular interest, and then fast-forwarding to that slide for analysis of the rule, a construction holdback amount can be further explanation. n separately itemized in Section H (“Other”) of the Loan Estimate and labeled “Construction Holdback” if that is what it is called Jennifer Kirby serves as a compliance specialist for Compliance Alliance. Jennifer has over 15 years’ experience in the financial services industry. She began her career with a national bank in under the terms of the legal obligation. If the amount to be dis- San Antonio, Texas while receiving her Bachelor of Business Administration degree in Finance. closed is not given a specific label in the legal obligation, it may She continued her interest in finance through law school and focused her course work on be labeled using some other term that clearly and conspicuously creditor and transactional issues. While in law school Jennifer worked at a commercial litigation reflects the purpose of the proceeds. law firm with a specific focus on creditors’ rights and collection litigation matters. Since 2011, Jennifer has been part of a leading team of attorneys and compliance experts who assist all Construction Holdbacks Can Also Be levels of bank personnel with a wide range of compliance issues.

Disclosed in Cash to Close as an Alternative To learn how to put Compliance Alliance to work for your bank, If the creditor does not disclose construction holdback amounts call (888) 353-3933, visit compliancealliance.com, or email in Section H (Other) of the Loan Estimate, the entire construc- [email protected]. tion cost--including the holdback amount--can be factored

Issue 1. 2016 11 “Section 4(a)(1½)” Exemption for Resales of Restricted Securities Now Codified

By Thomas R. Taylor, Esq.

relatively obscure new federal statute legal uncertainty that impedes employees that they comply with and rely on certain entitled the Fixing America’s Surface of private companies from selling their elements or principles required by Section ATransportation Act, or the “FAST” company issued securities . . ..” 4(a)(1) and Section 4(a)(2) of the Securi- Act, was signed into law on December 4, ties Act and provide for an amalgamation 2015. While primarily related to improv- THE SECTION 4(1½ ) of certain of the principles required by ing transportation, the FAST Act amends those two statutory provisions.) While Section 4 of the Securities Act of 1933 EXEMPTION not formally provided for by the Securities (the “Securities Act”) to provide for a New Section 4(a)(7) codifies the so called Act, the “Section 4(a)(1½)” exemption new limited resale exemption intended to “Section 4(1½)” exemption under the has been relied on and used by securities “enhance liquidity in the [private] market Securities Act. Section 4(a)(7) provides lawyers and has developed through case for company issued securities . . ..” The a statutory basis for resales of securities law and judicial interpretation, and been FAST Act amended the Securities Act and by persons other than the issuer, who recognized by the Securities and Exchange adopted a new statutory exemption codi- heretofore relied on the “Section 4(1½)” Commission (the “SEC”) for years. While fied as Section 4(a)(7), which provides for private placement exemption, which is new Section 4(a)(7) codifies the regis- private resales of restricted and control se- a case law developed exemption for the tration exemption colloquially referred curities. The House Report on the FAST resale of privately placed securities. (The to as “Section 4(a)(1½)”, the FAST Act Act notes that Section 4(a)(7) is intended so called “Section 4(1½)” exemption is not makes it clear that Section 4(a)(7) does not to “increase market liquidity and resolve provided for in the Securities Act, but rath- replace the “Section 4(a)(1½)” exemption. er refers to transactions structured such

12 www.uba.org • Bad Actor Prohibition — Neither the seller, nor any person receiving a commission for participating in the transaction, Under U.S. securities law, securities is disqualified as a “bad actor” under Rule 506(d)(1) of Regu- lation D or subject to disqualification under Section 3(a)(39) may be offered and sold only of the Securities Exchange Act; • Business Requirement — The issuer must be engaged in a pursuant to a registration statement business that is not in the organizational stage or in bank- ruptcy, and cannot be a blank check, blind pool or shell filed with the SEC under the company; • Underwriter Prohibition — The transaction cannot involve Securities Act or pursuant to an securities that are part of an unsold allotment to an underwriter; and exemption from registration. • Outstanding 90 days — The securities to be resold must have been authorized and outstanding for at least 90 days prior to their resale.

The adoption of new Section 4(a)(7) is significant because it provides a statutory basis for private resales of restricted and control Therefore, the “Section 4(a)(1½)”exemption can still be relied securities. Accordingly, Section 4(a)(7) provides a higher degree upon if wanted. of certainty that securities sold in private resale transactions will be exempt from the registration requirements of the Securities Under U.S. securities law, securities may be offered and sold only Act than has been provided historically under the “Section 4(a) pursuant to a registration statement filed with the SEC under the (1½)” exemption. Securities Act or pursuant to an exemption from registration. The Securities Act and various Regulations thereunder provide for several registration exemptions, most notably Section 4(a)(1) KEY TAKEAWAYS • The FAST Act adds a new exemption from SEC registration (which applies to transactions by a person other than an issuer, that is intended to facilitate resales of securities issued in the underwriter or dealer) and Section 4(a)(2) (which applies to trans- private market actions by an issuer not involving a public offering). However, • New Section 4(a)(7) exempts from registration private resales neither of those statutory provisions, nor the related safe harbors of securities by persons other than the issuer or a subsidiary, provided under Rule 144 and Regulation D, provide a specific provided that the resale process meets certain requirements exemption for the private resale of previously issued securities. • Section 4(a)(7) does not replace the “Section 4(a)(1½)” Instead, sellers have historically relied on the “Section 4(a)(1½)” exemption; therefore, the “Section 4(a)(1½)” exemption exemption. procedures continue to be available for sellers who either are unwilling or unable to comply with the requirements of new NEW SECTION 4(a)(7) EXEMPTION Section 4(a)(7) New Section 4(a)(7) of the Securities Act exempts from registra- • Securities acquired in reliance on Section 4(a)(7) will be tion a private resale of securities by persons other than the issuer deemed to be acquired in a transaction not involving a public who meet the following requirements: offering and not to be part of a distribution • Accredited Investors — Each purchaser must be an “accred- • Such securities will be deemed to be “restricted securities” ited investor” within the meaning of Regulation D; within the meaning of Rule 144 • No General Solicitation or Advertising — Neither the • Such securities will be “covered securities” within the seller, nor anyone acting on the seller’s behalf, can use any meaning of Section 18(b) of the Securities Act and, there- general solicitation or advertising in offering or selling the fore, exempt from state securities or “blue sky” registration securities; requirements • Non Reporting Company Information Requirement — Issuers who are not subject to SEC reporting requirements This article is intended for educational and informational purpos- or not exempt from reporting under Rule 12g3 2(b) of the es only and is not intended to, and should not be construed as, Securities Exchange Act of 1934 (the “Securities Exchange legal advice. Readers should consult their own lawyer regarding Act”) must provide the seller and prospective purchaser with the applicability of the information discussed in this article to certain information, including the following: (a) the name their particular situation and facts. n and address of the issuer and the nature of its business; (b) the title and class of the securities and the total number of shares outstanding; (c) the identity of the issuer’s officers and directors; (d) the issuer’s most recent balance sheet and profit Thomas R. Taylor is a corporate, corporate finance and M&A lawyer and a shareholder and loss statement and “similar financial statements” for the in the Salt Lake City office of Durham, Jones & Pinegar, P.C. Tom is listed as one of the two preceding fiscal years (each of which must be prepared leading corporate and M&A lawyers in the United States by both Chambers & Partners and Super Lawyers, as one of the Best Lawyers in American in Corporate Law and M&A in accordance with generally accepted accounting principles); Law by Best Lawyers, as a Top Attorney in Utah, Nevada, Montana, Idaho and Wyoming and, (e) if the seller is a control person of the issuer, a brief in Mergers & Acquisitions by American Registry, LLC, and as one of the leading M&A, corporate and transactional lawyers in the State of Utah by Utah Business magazine. He statement of the nature of the affiliation and a certified state- maintains an “AV” rating with Martindale Hubbell, which is the highest rating awarded to ment by the seller that such seller has no reasonable grounds attorneys for professional competence and ethics. Tom can be reached at (801) 297 1370 (o) to believe the issuer is in violation of any applicable securi- or (801) 891 6145 (c) or at [email protected]. ties laws or Regulations;

Issue 1. 2016 13 Bankers on the Move

Dale Buxton has been named the new president Jeremy Andrews was hired as a Vice President, Commercial of Lewiston State Bank. Buxton will be respon- Loan Officer at State Bank of Southern Utah. Jeremy has 10 sible for management oversight of the bank’s four years experience in banking and obtained his MBA from South- branches. He will continue to be a part of the exec- ern Utah University. He is located at the Cedar City Corporate utive committee and will represent Lewiston State Office. Bank on other committees within the bank. He will also be responsible for coordinating the Lewiston State Bank Trevor Andersen has been promoted to Executive Vice President Advisory Committee. of Commercial Loans for State Bank of Southern Utah. Trevor plays a vital role in our commercial lending team at the corporate Jonathan Polk has been named President & CEO for American office in Cedar City and has been with State Bank of Southern Express Bank, FSB. Utah for 18 years. Trevor has his Bachelor's degree in Business Finance from Southern Utah University and is a graduate of Curt Queyrouze has been appointed President of Pacific Coast Banker's School. TAB Bank. Most recently, Queyrouze served as TAB’s Chief Credit Officer for the past two years. Michael Anderson, 1031 Exchange Services Direc- He will be based out of TAB Bank’s corporate head- tor for Zions Bank, was elected as secretary of the quarters in Ogden, UT and will oversee all strategic, Board of Directors for the Federation of Exchange financial, and operational functions of the bank. Accommodators, a national trade organization that represents professionals who conduct like-kind ex- Mike Watson has been named President/CEO changes under Internal Revenue Code Section 1031. of Capital Community Bank. Previous to this position he was COO/CIO. Mike joined the Bank Catherine Arik has joined Town & Country Bank in 2007 and has played in integral role in expanding as Vice President and lending officer. Ms. Arik has technology and ensuring Capital Community Bank spent 16 years providing credit to businesses ranging is offering the best products and services available. from publicly traded companies to developing enter- He replaces Don Norton who joined the Bank in 2013 and was prises. She will focus on commercial lending in the instrumental in creating awareness of Capital Community Bank northern end of the Wasatch Front, and is assigned and the services offered. to Town & Country’s loan production office in Sandy.

Trent Akers has been named the new recruiting Bonnie Bowler has been promoted to Vice President with State manager for Wells Fargo in Utah. He joined Wells Bank of Southern Utah. Bonnie is the Accounts Payable Su- Fargo in 2005 as a credit manager. He was with pervisor in our Cedar City Corporate Office and has worked for Wells Fargo Financial in a leadership capacity until SBSU for 20+ years. he joined Regional Banking recruiting in 2010.

14 www.uba.org Steven Bradbury was hired as a Vice President, Mortgage Oper- Jalyne Purcell has been promoted to Vice President with State ations Manager at State Bank of Southern Utah. Steven has ten Bank of Southern Utah. Jalyne is the Assistant Branch Manager years of mortgage lending experience and is located at our Cedar and Brand/Marketing coordinator for Washington County. She City South Main branch. is located in our St. George Boulevard office and has been with SBSU for over 20 years. Timothy R. Danner has been named Credit Analyst for Brighton Bank at the Midtown Office in Salt Lake City, Utah. He has Tami Spencer has been promoted to Vice President with State been with Brighton Bank since 2015. Bank of Southern Utah. Tami is a valued Consumer Loan Offi- cer in our Cedar City Corporate Office with 16 years at SBSU. Kristin Dittmer has accepted the role of Execu- tive Vice President and Chief Financial Officer for Jason Stoddard has been named private bank EnerBank. market manager for KeyBank’s Utah market. In this role, he will be responsible for delivering Zach Dredge has been named the new Weber comprehensive, personalized advice to individuals District manager for Wells Fargo. Dredge started and families with substantial wealth to address their at Wells Fargo as a personal banker in the Draper sophisticated and diverse wealth planning needs. store before becoming a service manager in Amer- Stoddard is a native of Salt Lake City and most recently served ican Fork and a store manager in Park City. In his as senior vice president and director of sales and services for free time, he is an active scout leader, and he has KeyBank’s Retail Bank in Cleveland, Ohio. helped raised financial support for Friends of Scouting. Evan Thomas was hired as a Vice President, Commercial Loan Rebecca Hales has joined Capital Community Officer at State Bank of Southern Utah. Evan has 10 years Bank as Senior Vice President. Rebecca has over 20 experience in commercial lending and is working out of our St. years of experience in the banking industry. Prior George, River Road location. He earned his Bachelor’s degree to joining Capital Community Bank, Rebecca was from BYU and obtained his MBA from Utah State University. with UBS Bank USA and Merrill Lynch. Go Aggies!

Sarah Holmes has joined Town & Country Bank Deone Thornton has been promoted to First Vice President as Vice President and lending officer. Ms. Holmes with State Bank of Southern Utah. She currently serves as a has assisted Utah business owners and entrepre- Consumer Loan Officer in our River Road, St. George location. neurs obtain financing as a commercial lender for Deone has 25+ years experience in banking, eight with SBSU. the past 9 years. She will focus on commercial lending in Utah County and the southern end of Annette Wadsworth has been promoted to Vice President with Salt Lake County, and is assigned to Town & Country’s loan State Bank of Southern Utah. Annette supervises the Commer- production office in Sandy. cial Loan Processors and has 18 years with SBSU. She is an asset to us here at the Cedar City Corporate Office. Brett K. Jensen has joined Brighton Bank as a Vice President and Commercial Loan Officer at the South Salt Lake Office in Kelly West has joined Town & Country Bank as Salt Lake City, Utah. Vice president and lending officer. Mr. West has been a commercial loan officer for over 10 years in Wade Kleinman has been promoted to Senior Vice President of both St. George and Provo. He is assigned to Town Agricultural Lending at State Bank of Southern Utah. Wade & Country’s flagship office in St. George. has is Bachelor’s degree in Business and Marketing from South- ern Utah University and received an associates degree in Applied Zions Wealth Advisors at Zions Bank has hired Brandon Buck, Science in Agriculture and a certificate in Farm Livestock Man- Brent Craig, Doug Daniels, Jaden Gurney, Trevor Hanson, AJ agement. Wade has over 20 years experience with SBSU and is Kapinos, Paul Kunz, Dan Larsen, Blake Nelson, Craig Nelson, located at our Cedar City Corporate Office. Jonathan Spencer, Ryan Turner and Bryan “B.Y.” Wells. The new financial consultants will help Zions Wealth Advisors grow Staci Nay has been promoted to First Vice President with State and expand investment services while offering personalized, unbi- Bank of Southern Utah. She is the go to Construction Loan ased guidance to clients. n Officer in our River Road, St. George location. Staci has 17 years experience in banking, 10 with SBSU.

Clint Penrod has been promoted to Vice President with State Bank of Southern Utah. Clint is the Credit Services Manager at our Cedar City Corporate Office and has his MBA from Southern Utah University. He has been with SBSU for nearly eight years. Joseph W. Porter has joined Brighton Bank as a Vice President and Commercial Loan Officer at the Cottonwood Office in Cot- tonwood Heights, Utah.

Issue 1. 2016 15 Compliance is no longer just for Compliance Officers.

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And in these convenient formats: • Self-paced online courses offer the greatest flexibility in skill-building and practical application, as they are independent study and include real-life practice scenarios. • Facilitated online courses are delivered in an online class- s your Local American Bankers Association Training Pro- room environment where students are guided though the vider, purchasing ABA Training online through the Utah course together, but work independently on their own assign- Bankers Assocaion has never been easier! Newly developed ments. A • ABA Briefings are an efficient and cost-effective way to web pages have been implemented on our site that allow you to browse courses and briefings, add them to your cart, and check stay on top of current issues facing the banking industry. out. It’s easy as 1, 2, 3! You can access ABA Training from our Accessed by phone or over the Internet in 60-90 minute site, www.uba.org sessions, ABA Briefings keep you current without leaving your office. We offer a comprehensive list of ABA Training in the following areas: Questions? Contact Becky Wilkes at [email protected] or 801-214-7724.

Train Your Cyber Brain with Online Certifications from the SBS Institute

he SBS Institute and the Utah Bankers Association is excited to announce a few changes to the certification program. The T revamped program includes: five new certifications, better aligned certification titles, the implementation of clear learning paths, and the separation of core and specialized certifications. These changes are designed to provide more options and in- creased value to students by providing a clear learning path, designating where to start their cyber education journey and what to do next.

SBS Institute learning paths are broken into three groups: Exec- utive, Manager, and Technical. Each learning path contains a list of applicable job titles, making it very clear which courses are for each student based on their job. Each learning path also includes one core certification and a variety of specialized certifications. A core certification is not a pre-requisite of a specialized certification, but is rather a natural starting point within the learning path. We hope you take the time to learn more about the recent improvements to the SBS Institute. For additional information, email [email protected], call (801) 214-7724 or visit www.protectmybank.com/sbsinstitute for additional information. n

Issue 1. 2016 17 Bank Kudos AMERICAN FORK The building has remained standing, and since the original bank it housed closed in 1932, it has been the site of retail HISTORIC BUILDING AT 1 EAST MAIN STREET IN shops and offices. In 1993 it was added to the National AMERICAN FORK NAMED A UTAH DESIGN AND CON- Register of Historic Places, and a plaque on the exterior STRUCTION 2015 “MOST OUTSTANDING PROJECT” notes the history and style of the building. Historic restoration was honored alongside the LDS Pro- vo City Center Temple this week “Neo-classical in style, the construction is of iron oxide bricks with wood columns, ionic and composite capitals, arches with limestone keystones, entablature sills, brackets and extensive ornamental pressed metal trim. The original Bank of American Fork building here has retained most of its original fabric and is a significant example of historic commercial architecture. Its presence along Main Street recalls the economic vitality of the early twentieth centu- r y.”

People’s Utah Bancorp, the parent company of current Bank of American Fork, purchased the building in 2014 The front of the newly-restored The original ceiling was uncovered and spent much of 2014 and 2015 restoring the building. 1 historic building at 1 East Main during demolition and later, careful- East Main Street is the new headquarters of People’s Utah Street in American Fork. The ly hand painted. Bancorp and a grand opening was held for the community original clock was also restored in July 2015. to working order. “We wanted to restore it to recall that economic vitality of The restoration of the historic building at 1 East Main American Fork Main Street,” said Richard Beard, presi- Street in American Fork has been named “Most Outstand- dent and CEO of People’s Utah Bancorp. “It’s a beautiful ing Project” in the small renovation/restoration category building and example of the history of the economic infra- for 2015 by Utah Design and Construction. The resto- structure of American Fork. The original bank it housed ration was completed by People’s Utah Bancorp, with was committed to the community and we are committed CRSA as the architectural firm and Big-D Construction as to the community and to the economy of American Fork’s the demolition and construction team. Main Street.”

Utah Construction and Design honors projects completed CRSA was the architectural firm used to restore the during 2015, which are selected by a panel of industry building and Big-D Construction did the demolition and professionals in the architectural, engineering and con- construction. Restoring a historical building has unique struction industry. Other projects honored alongside the challenges compared to a new building. historic restoration in American Fork on December 8 include the LDS Provo City Center Temple and University of Utah Student Life Center. “The biggest challenge with a restoration is that you need to maintain the look of the building while bringing it up to current code,” said Geoff Bird, project manager at Big-D The building in American Fork was originally built in Construction. “There were a lot of existing conditions that 1905, to house a bank established in 1891, the original we couldn’t really see until during the demolition process. Bank of American Fork. Thus, the building housed Amer- Everybody is aware of how to deal with today’s construc- ican Fork’s first full-service professional bank. That bank tion materials, but trying to harmonize the old and the was dissolved in the 1930’s. The current Bank of Amer- new is always a challenge.” ican Fork was originally called People’s State Bank of American Fork and was housed down the street. People’s State Bank of American Fork changed its name to Bank of Bird worked with People’s Utah Bancorp’s project team, American Fork in the 1960’s. Brian Thompson and Dale Gunther, as they slowly uncovered bits of history inside the building. Bird mentioned

18 www.uba.org that one of his favorite parts of the project was work- “Hoops for Hope is one of our favorite community ef- ing with the ownership team—everyone from the bank, forts,” said Douglas L. DeFries, Bank of Utah president. construction company and architectural firm was excited “It was our honor to provide financial support for these about the project. three great non-profits that provide invaluable services in our bank communities, and it was our pleasure to sponsor “The ceiling was certainly the fun find of the project and the USU, UVU and WSU basketball teams who bring our ended up being the focal point of the remodel, in my opin- communities together in an uplifting way.” ion,” Bird said. “We didn’t even know the original ceiling was there so it was exciting to uncover it.” BRIGHTON BANK Cottonwood Heights Recreation Center & Brighton Bank Once uncovered, many hours of labor went in to restor- Celebrate “Skating is a Blast” Event ing the ceiling alone. Workers hand painted parts of the ceiling to restore the look of the original building. The fin- ished look is impressive—community members who visited the building during the grand opening were in awe of the hand-painted details and loyalty to the original look.

BANK OF UTAH Bank of Utah Donated $7,500 to Three Charities in Cache, Weber and Utah Counties Based on USU, UVU and WSU Basketball Teams’ Home Game Point Totals

The 13th Annual FREE SKATE DAY CLINIC “Skating is a Blast” event was held on Saturday, January 2, 2016. It Bank of Utah recently presented checks for $2,500 each, was hosted by the Cottonwood Heights Recreation Center to three Utah charities based on every home game point and sponsored by Brighton Bank. made by Utah State University, Weber State University and Utah Valley University basketball teams this year. Bank of Utah made “Hoops for Hope” donation presentations at The event was once again a huge success with over 500 the last home games benefiting The Family Place in Cache people in attendance this year. There were participants County, the Weber-Morgan Children’s Justice Center in ranging in age from preschoolers to seniors taking part in Ogden and Habitat for Humanity of Utah County in Utah the two-hour free learn-to-skate clinic and public skate ses- County. sion celebrating U.S. National Figure Skating’s “National Skating Month”. Members of the Cottonwood Heights Figure Skating Club were on hand helping with skate Bank of Utah started its “Hoops for Hope” program in lacing, on-ice assistance and answering questions about the 2010 at its Logan and Providence branches in cooperation sport of figure skating. They distributed over 400 goodies with USU Athletic. They have since expanded the chari- bags to participants containing US Figure Skating promo- table effort by partnering with WSU Athletics during the tional materials. 2014-2015 basketball season, and with UVU Athletics in 2016. To date, Bank of Utah has donated more than $17,500 to charities since the program’s inception.  Bank Kudos — continued on page 20

Issue 1. 2016 19 n Bank Kudos — continued from page 19 At the conclusion of this year’s event, Kathy Valburg, Cottonwood Heights Skating Coordinator stated, “The continued sponsorship by Brighton Bank of the US Figure Skating’s National Skating Month events have made it possible for the Cottonwood Heights Recreation Center’s ice skating staff to introduce the sport of ice skating to the community for generations, as this event has become an annual tradition for many local families.”

5-Star Superior Rating Brighton Bank has been recognized by BauerFinancial, Inc., an indepen- scholarships to 21 Utah high school students to celebrate dent financial rating company, with their participation in the Utah Senate Visual Arts Scholar- their highest 5-STAR SUPERIOR ship Competition on the floor of the Senate on February 9. RATING, awarded January 2016. A The presentation was made in conjunction with Arts Day 5-Star rating signifies that Brighton on the Hill. Bank is one of the strongest banks in the nation. This represents the 105th KeyBank was one of the major sponsors of the compe- consecutive month the Bank has carried this recognition. tition, through which students were invited to submit artwork with images of the architectural features of the CAPITAL COMMUNITY BANK Utah State Capitol in celebration of the 100th anniversary of the Capitol Rotunda building and in salute to the Utah Legislature working on behalf of Utah citizens.

Scholarships ranging from $300 - $5000 were presented to students by their state senator. The winning art work will be exhibited on the third floor corridor of the Capitol near the Senate Chamber through the 2016 Utah Legislative Session. The first place art work, Different Eye, Different Steve Carlston, Sr. Vice President of Steve Carlston, Sr. Vice Pres- Minds, by Christopher Gustman of Timpanogos High CCBank presenting check to Scott ident of CCBank presenting School will remain permanently in the Utah Senate suite. Stevens of the Bateman Horne Center check to Encarni Gallardo of Children’s Service Society Ryan Martin, KeyBank vice president and Utah area retail leader, and Dixie Smith, KeyBank Utah community rela- tions manager, were on hand for the presentation.

KeyBank Sponsors Westminster College Opportunity Quest Entrepreneur Competition

Further demonstrating its commitment to thriving students and thriving workplaces, KeyBank is a proud sponsor of the Westminster College Opportunity Quest, a business plan competition designed to encourage students to ven- ture into the world of entrepreneurship.

Steve Carlston, Sr. Vice President of CCBank presenting check to Encarni Participants work with a team of experienced entrepre- Gallardo of Children’s Service Society neurial leaders who mentor them through the process of writing a formal executive summary and business plan. In December, CCBank (Capital Community Bank) had a The competition give teams an opportunity to pitch their social media focus on giving to the community. Social business plans to a panel of judges consisting of local en- Media followers were asked to nominate their favorite trepreneurs and business leaders. charity to receive one of three $2000 donations from the Bank. There were many nominations and those chosen This year's three top Opportunity Quest teams were an- were; Acacia Shade, Bateman Horne Center and The Chil- nounced at a banquet on February 12, which included a drens Service Society of Utah. presentation from KeyBank Utah market president Terry Grant about the role of small business and entrepreneur- KEY BANK ship in the State of Utah. KeyBank Helps Provide Scholarships to Art Competition Winners KeyBank's Irena Edwards Appointed Chair of CREW Network Finance Com- KeyBank teamed up with Utah Senate President Wayne mittee Niederhauser and other Utah State Senators to award

20 www.uba.org Irena Edwards, senior banker on Key’s Community Devel- Haven, Conn. The acquisition is expected to be completed opment Lending & Investment (CDLI) team, was selected in Q3 2016. to serve as Chair of CREW Network’s Finance Committee. “We look forward to working with mortgage clients and The CREW Network is dedicated to advancing the com- potential mortgage clients in Utah, in the West, and mercial real estate industry by supporting and highlighting throughout KeyBank’s growing footprint,” said Mark Da- the successes of its women professionals. As Chair of the nahy, head of KeyBank Mortgage. Finance Committee, Edwards works to ensure that CREW Network's finances are accurately reported and appropri- TOWN & COUNTRY BANK ately monitored. She monitors fiscal benchmarks, reviews initial drafts of monthly finances and budgets ahead of Town & Country Bank Adds “Best of State” to Long distribution and presents outcome measures to the CREW List of Recent Awards Network Board. St. George-based Town & Country Bank was selected as “Best of State” for 2016 in Edwards has more than 15 years in commercial real estate the banking category. The Best of State experience on both the banking and development side, and Awards recognize outstanding individu- has closed more than $1.5 billion in commercial real estate als, organizations and businesses in Utah. loans over the course of her career. She holds an MBA Judging criteria is based on exceptional from the University of Utah and an Executive Leadership achievement, innovation and contribution Certificate from Cornell University. In addition to her to a better quality of life in Utah. Best of State recogni- work at the CREW Network, Edwards serves on Salt Lake tion for Town & Country is particularly noteworthy, as City's Housing Trust Fund Advisory Board. past winners in the banking category have typically been the two largest banks in Utah. KeyBank to Open New Mortgage Operations Center in Salt Lake City Town & Country has accumulated many other major Center expected to employ up to 40 local mortgage lend- awards over the past 12 months, including top Utah SBA ing experts by 2018 7(a) Lender in the small bank category, Utah Business 2015 CEO of the Year, Western Independent Bankers As- sociation’s 2015 Community Banker of the Year, Indepen- KeyBank is locating part of its growing mortgage opera- dent Community Bankers of America’s 2015 Community tions in the heart of Salt Lake City’s business district. The Banker of the Year-Western Region and Utah Nonprofits bank’s new mortgage operations center, expected to open Association’s Outstanding Community Partner. this summer, will be staffed near term by as many as 25 local mortgage professionals, with plans to hire an additional 15 over the next two years. The Web Marketing Association also recently named Town & Country Bank as recipient of its 2016 Internet Adver- tising Competition “Best Online Newsletter” award. The The KeyBank Salt Lake mortgage operations center will be bank was among 14 international winners for outstand- located Gateway Tower West where the bank has signed a ing achievement in various aspects of online advertising. 10-year agreement to lease 9,000 square feet on the eighth Other 2016 winners included Toyota, USA Network and floor. The bank expects to employ 25 people by October Western Union, to name a few. 2016, and will add as many as 15 staff by the end of 2018. WELLS FARGO “We are thrilled to add a presence in the West to Key- Wells Fargo Makes a ‘Small is Huge’ Impact at the YCC Bank’s growing mortgage operations,” said Utah Market Family Crisis Center in Ogden President Terry Grant. “In addition to providing timely service for mortgage customers in the Mountain, Pacific, After 30 years, the stove at the Your Community Connec- and Alaska time zones, our center reinforces KeyBank’s tion Family Crisis Center was on its last legs. Even the lo- commitment to downtown Salt Lake City and to Utah.” cal fire department was aware of the issue after responding to incidents with the old appliance several times. That’s Malinda Howard, who brings 16 years of experience in when the Wells Fargo Weber District team stepped in with mortgage and retail banking, is relocating from KeyBank’s a small action to make a huge impact. Cleveland headquarters to manage the Salt Lake City center. She will reside in Sandy, where she and her husband “The Weber Team was honored to present a check from have found a family-friendly environment for their two Wells Fargo to the YCC Family Crisis Center,” wrote children. “We know we’re here to stay” she said. Wells Fargo Ogden Store Manager Pamela Hayes. “The check was to purchase a new commercial stove for the Howard is building a local team of experienced mortgage center.” underwriters, processors and closers. Here is a list of open positions. The new stove is now in operation creating tasty meals for the clients and children at the center. They even held a The center will complement in-house mortgage fulfilment celebration for the donation of the stove with hand painted and servicing operations that are part of Key’s proposed signs thanking Wells Fargo for the huge difference. “They acquisition of First Niagara Financial Group, which has were thrilled for the new stove,” wrote Hayes. mortgage fulfillment centers in Buffalo, N.Y. and New  Bank Kudos — continued on page 22

Issue 1. 2016 21  Bank Kudos — continued from page 21 Volunteering For the Dream of Ending Hunger in Utah Zions Bank also continues to be a leader in marketing SBA on Martin Luther King Day loans to women- and minority-owned businesses, which accounted for 30 percent of the loans approved by Zions Bank during fiscal year 2015.

The SBA’s 7(a) program offers up to 25-year, fully amor- tized loans that may be used for most business purposes, including the purchase of real estate for business operations, acquisition of equipment, and working capital.

Zions Bank, SUU Launched New English Language Pro- gram

Zions Bank announced a partnership with Southern Utah University’s new English Language Program, which sup- ports non-native speakers in achieving English language proficiency. The first cohort was comprised of 10 primarily Wells Fargo team member Gary Rosenthal cleans barrels at the food bank Latino students who completed the GED program through A group of excited Wells Fargo team members, family and the SUU Hispanic Center. They were each awarded a friends spent their Martin Luther King Day off making a $1,000 scholarship to attend the new English Language difference at the Utah Food Bank. Program that started in October 2015.

The event started with a sit-down presentation with lots “By removing the financial burden through a scholarship, of media present. Salt Lake City Mayor Jackie Biskupski we hope students can be rewarded with advanced language spoke briefly before we disbursed for our projects. skills that improve not only their lives, but the entire community,” said Scott Anderson, president and CEO of Zions Bank. This year, Wells Fargo volunteers swapped roles with kids from Youth City, so that they could have a chance to pack food boxes and work side-by-side with the mayor. Wells The English Language Program is a 14-week iTEP prepa- Fargo volunteers helped clean and store all of the food ration class held Monday through Friday for two hours bank bins that are used for holiday food drive collections. in the evenings. The class prepares students for the iTEP This was our fourth year participating in the holiday event. exam, which when passed with a requisite score of 4.1 or higher, provides them with a certificate that can be used to apply for college admission or present for greater employ- ZIONS BANK ment opportunities. Zions Bank Named Utah’s Top Small Business Lender for 22nd Year SUU partnered with Zions Bank to fulfill the need for intermediate- and advanced-level English language training in the community.

Utah Student Named National Finalist in ABA’s Video Contest

A video created by a Manti student was announced as a top three finalist and competed for a $5,000 grand prize in the American Bankers Association’s Lights, Camera, Save! Zions Bank is celebrating its 22nd consecutive year as the video contest. top provider of Small Business Administration 7(a) loans in Utah. “Saving Sounds Great,” by Jared Christensen, 18, a senior at Manti High School, was selected by sponsor Zions Bank During the fiscal year that ended Sept. 30, 2015, Zions for inclusion in the national competition. Christensen’s Bank approved 344 loans in Utah, totaling more than $72.1 video featured the actual sounds of money made to illus- million in 2015. These loans represented 28 percent of the trate the importance of saving in order to purchase items 1,188 SBA-backed loans approved in the Utah District. like a home or a car, or to save for a vacation or to start a family. The capital provided through Zions Bank’s loans to Utah businesses allowed them to grow so that they could hire To participate in Lights, Camera, Save!, students created a 1,333 new employees and maintain 2,439 positions, ac- short video to educate their peers about the value of saving cording to SBA data. The average loan size was less than and using money wisely. Participating banks including Zi- $203,000, a strong indicator of the bank’s support for ons Bank judged the entries and selected one winner each small businesses in Utah. for consideration at the national level. n

22 www.uba.org INFORMATION = POWER Get in shape for your next exam!

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Issue 1. 2016 25 Hello challenge, meet insight.

Richard Meene, Director

Whatever your challenge is, and wherever it is, you’ll find PwC providing insight, perspective and solutions. PwC assists financial institutions like yours, throughout the state of Utah and globally, with their most challenging issues, from regulatory reform, stringent capital requirements, and risk management, to disruptive technologies and others. For more information, contact: Ryan Dent, Utah Banking and Capital Markets Partner, at [email protected] / (801) 534 3883 or visit www.pwc.com/banking.

© 2015 PwC. All rights reserved. PwC refers to the PwC network and/or one or more of its member firms, each of which is a separate legal entity. Please see www.pwc.com/structure for further details. This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors.

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