Fillable Printable Connecticut Security Agreement Form Public Deposit

Connecticut Security Agreement Form Public Deposit

STATE OF CONNECTICUT

FFICE OF THE STATE TREASURER

SECURITY AGREEMENT

(FORM PUBLIC DEPOSIT)

This SECURITY AGREEMENT (the “Agreement”) dated as of ____________ , 200_, is

made between [Name of Bank] (the "Bank"), a ________________________ , having an

address at _________________________________________ , and the STATE OF

CONNECTICUT, acting through the Treasurer of the State of Connecticut pursuant to Sections

3-11a and 36a-333(b) of the Connecticut General Statutes, having an address at 55 Elm Street,

Hartford, Connecticut (the "Public Depositor").

WITNESSETH:

WHEREAS, the Bank is a qualified public depository as defined in the Protection of

Public Deposits Act, Conn. Gen. Stat. §§ 36a-330 et seq

. (the "Act"); and

WHEREAS, Public Depositor from time to time makes deposits, as said term is defined

in Conn. Gen. Stat. § 36a-330(4), in the Bank (its "Public Deposits"), which Public Deposits shall

from time to time aggregate in excess of One Hundred Thousand and No/100 Dollars

($100,000.00); and

WHEREAS, the Public Depositor desires to have its Public Deposits secured by

collateral in the amounts required by the Act; and

WHEREAS, the Bank has agreed to secure the Public Depositor's Public Deposits by

granting to the Commissioner of the Connecticut Department of Banking (the "Commissioner")

and the Public Depositor a security interest in certain collateral ("Eligible Collateral") owned by

the Bank, which collateral meets the requirements described in Conn. Gen. Stat. § 36a-330(1) ,

as permitted by 12 U.S.C. § 90 and the Act;

NOW THEREFORE, in consideration of the Public Depositor depositing its Public

Deposits as herein described, and for other good and valuable consideration, hereby

acknowledged as received, it is hereby agreed between the Public Depositor and the Bank as

follows:

1. Pursuant to Part III of Chapter 665a of the Connecticut General Statutes and in

order to secure the Public Depositor's Public Deposits, the Bank hereby pledges, assigns,

transfers and grants to the Commissioner and the Public Depositor a perfected first priority

security interest in such amounts of the Eligible Collateral described in the Custodial Trust

Agreement (the "Trust Agreement"), which Trust Agreement is attached hereto as Exhibit A

and

which the Bank hereby certifies has been executed by the parties thereto, as is necessary for

the Eligible Collateral pledged hereunder to have a minimum market value in relation to the

Public Depositor's Public Deposits, plus accrued interest, to meet the collateral ratios and other

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requirements described in Conn. Gen. Stat. § 36a-333(a). If at any time the ratio of the market

value of the Eligible Collateral to the Public Depositor's Public Deposits, plus accrued interest, is

less than required by Conn. Gen. Stat. § 36a-333(a), the Bank shall immediately make such

additions to the Eligible Collateral in such amounts such that the ratio of the market value of the

Eligible Collateral to the Public Depositor's Public Deposits, plus accrued interest, shall be at

least equal to that required by Conn. Gen. Stat. § 36a-333(a). Such additions to the Eligible

Collateral shall constitute an assignment, transfer, pledge and grant to the Commissioner and

the Public Depositor of a security interest in such additional Eligible Collateral pursuant to the

Act. The execution by the Bank of the Trust Agreement shall in no way relieve it of any of its

duties or obligations hereunder or under the Act.

2. The security interest granted herein (as described in Section 1 above) shall

secure not only such Public Deposits and accrued interest of the Public Depositor as are held

by the Bank at the time of this Agreement, but also any and all subsequent Public Deposits

made by the Public Depositor in the Bank regardless of the accounts in which such funds may

be held or identified by the Bank.

3. The pledge of Eligible Collateral by the Bank shall be in addition to, and shall in

no way eliminate or diminish any insurance coverage to which the Public Depositor may be

entitled under the rules and regulations of the Federal Deposit Insurance Corporation or any

private insurance carried by the Bank for the purpose of protecting the claims and rights of its

depositors.

4. The Public Depositor is under no obligation to maintain its deposits with the Bank

and may withdraw them at any time without notice. It is agreed that when the Bank shall have

paid out and accounted for all or any portion of the Public Depositor's Public Deposits, any

Eligible Collateral pledged under this Agreement to secure such paid out Public Deposits shall

be released from the security interest created hereunder, and the Bank and the Public

Depositor shall take whatever actions may be necessary to cause a transfer of such securities

to the Bank free and clear of any liens created hereunder. The Public Depositor agrees to sign

any reasonably required releases as expeditiously as possible, but in any event within five (5)

business days of receiving such releases.

5. The Bank hereby represents that (i) it is a [national banking association/state

chartered savings bank] duly organized and validly existing under the laws of the [United

States of America/State of Connecticut]; (ii) it is a qualified public depository as defined by

Conn. Gen. Stat. § 36a-330(5); (iii) it has, or will have as of the time of delivery of any securities

as Eligible Collateral under this Agreement, the right, power and authority to grant a security

interest therein with priority over any other rights or interests therein; (iv) the execution and

delivery of this Security Agreement and the pledge of securities as Eligible Collateral hereunder

have been approved by resolution of the Bank's Board of Directors and the approval of the

Board of Directors is reflected in the minutes of a meeting, copies of which resolution and

relevant portion of the minutes of said meeting are attached hereto as Exhibit B

and made a

part hereof; (v) the execution and delivery of this Agreement and the pledge of securities as

Eligible Collateral hereunder will not violate or be in conflict with the Articles of Association or

By-laws of the Bank, any agreement or instrument to which the Bank may be a party, any rule,

regulation or order of any banking regulator applicable to the Bank, or any internal policy of the

Bank adopted by its Board of Directors; and (vi) this Security Agreement shall be continuously

maintained, from the time of its execution, as an official record of the Bank.

6. Any additional pledge of Eligible Collateral hereunder, substitution of Eligible

Collateral or release of Eligible Collateral shall be approved by an officer of the Bank duly

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authorized by resolution of the Board of Directors to approve such additional pledges,

substitutions or releases of Eligible Collateral, under this Agreement.

7. All parties to this Agreement agree to execute any additional documents that may

be reasonably required to effectuate the terms, conditions and intent of this Agreement.

8. All of the terms and provisions of this Agreement shall be binding upon and shall

inure to the benefit of the parties hereto and their respective successors and assigns.

9. This Agreement may be executed in one or more counterparts, each of which

shall be deemed an original and all of which taken together shall constitute one and the same

instrument.

10. This Agreement shall be governed by and construed in accordance with the laws

of the State of Connecticut and the laws of the United States and it supersedes any and all prior

agreements, arrangements or understandings with respect to the subject matter hereof. In the

event that any conflict of law issue(s) should arise in the interpretation of this Agreement, the

parties agree that when Connecticut law is not pre-emptied by laws of the United States,

Connecticut law shall govern.

11. No provision of this Agreement may be waived except by a writing signed by the

party to be bound thereby and any waiver of any nature shall not be construed to act as a

waiver of subsequent acts.

12. In the event that any provision or clause of this Security Agreement conflicts with

applicable law, such conflict shall not affect other provisions of this Security Agreement, which

shall be given effect without the conflicting provision. To this end the provisions of this Security

Agreement are declared to be severable.

13. Unless applicable law requires a different method, any notice that must be given

under this Agreement shall be given in writing and sent by certified mail, return receipt

requested or third party overnight priority mail carrier to the address set forth herein or such

other place as may be designated by written notice in the same manner from one party to the

other.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto

as of the date first above written.

[NAME OF BANK]

By:___________________________

Name:

Title:

Dated:_________________________

STATE OF CONNECTICUT

By:___________________________

Name: Denise L. Nappier

Title: Treasurer

Dated:________________________

EXHIBIT A

CUSTODIAL TRUST AGREEMENT

This Custodial Trust Agreement ("Agreement"), dated as of ______________, 2001, is

made between [name of financial institution acting as Custodian (whether or not the

institution is the same as the institution acting as public depository)], a [type of bank -

national or state, bank and trust, savings or savings and loan], as custodian (the

"Custodian"), for the Commissioner of Banking of the State of Connecticut, and [name of

financial institution acting as public depository], a [type of bank - national or state, bank

and trust, savings or savings and loan] (the "Public Depository").

WITNESSETH:

WHEREAS, the Public Depository receives or holds "public deposits", as said term is

defined by Connecticut General Statutes Section 36a-330(4) ("Public Deposits"); and

WHEREAS, the Public Depository is required by Connecticut General Statutes Section

36a-333 to grant a security interest in its public deposits to the Commissioner of Banking of the

State of Connecticut (the "Commissioner") for the benefit of public depositors by the segregation

of "eligible collateral,” as said term is defined by Connecticut General Statutes Section 36a-

330(1) ("Eligible Collateral"); and

WHEREAS, the Public Depository desires to appoint the Custodian and the Custodian

desires to act as custodian for the public depository in the conduct of its duties under Chapter

665a of the Connecticut General Statutes, all upon the terms and conditions and subject to the

limitations hereinafter set forth;

NOW THEREFORE, in consideration of the premises and of the mutual covenants

herein contained, the Custodian and the Public Depository hereby agree as follows:

1. Transfer of Collateral

a. Initial Transfer

. The Public Depository hereby transfers to the Custodian, on

behalf of the Commissioner, subject to the security interest granted to public depositors under

Chapter 665a of the Connecticut General Statutes, the collateral described in Schedule 1

attached hereto (the "Collateral"). The Public Depository certifies that the Collateral is Eligible

Collateral, subject to the requirements of Chapter 665a of the Connecticut General Statutes and

regulations adopted pursuant thereto (together, the "Public Deposits Act").

b. Additions and Substitutions of Collateral

. The Public Depository may, from time

to time, transfer to and deposit with the Custodian additional Eligible Collateral or moneys for

the purchase of additional Eligible Collateral, to be held by the Custodian pursuant to the terms

of this Agreement; provided, however, that if in its sole discretion the Custodian deems the

same necessary or convenient, the Public Depository and the Custodian shall first have entered

into an amendment to this Agreement describing additional or different terms subject to which

the Custodian will receive, hold and dispose of such additional Eligible Collateral. Except as

otherwise provided in an amendment to this Agreement, upon transfer or purchase thereof by

the Custodian, such additional Eligible Collateral shall be subject in all respects to the terms of

this Agreement, and the word "Collateral" as used in this Agreement shall include such

additional Eligible Collateral. If Collateral is purchased by the Custodian with moneys provided

by the Public Depository, including moneys designated for such purpose pursuant to Section 2

hereof, such purchase of Collateral shall be at the written direction of the Public Depository,

specifically identifying the Collateral to be purchased.

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c. Public Depository's Transfer Certificate. Each transfer of Collateral or money for

the purchase of Collateral, including the initial transfer of Collateral under this Agreement, shall

be accompanied by a certificate of the Public Depository stating, as applicable, the par value or

original face amount, current par value, interest rate, CUSIP number, maturity date, market

value and security rating of the Collateral transferred or to be purchased. The certificate shall

also contain a description of the Collateral and shall state that the Collateral is being transferred

to [name of financial institution acting as custodian], as Custodian, pursuant to this

Agreement.

2. Sale or Disposition of the Collateral; Recoveries of Moneys With Respect to the

Collateral

The Custodian shall not sell or otherwise dispose of the Collateral prior to its maturity.

Notwithstanding the foregoing, the Custodian shall, if and as directed in writing by the Public

Depository, transfer to the Public Depository, sell or otherwise dispose of any or all of the

Collateral. The Custodian shall pay to the Public Depository the proceeds, if any, of any such

sale or other disposition of the Collateral. The Custodian shall promptly pay to the Public

Depository all other moneys, other than interest (which is to be paid to the Public Depository

pursuant to the terms of Section 3 hereof), received by the Custodian with respect to the

Collateral. Notwithstanding the foregoing, the Public Depository may provide to the Custodian

written instructions to apply all or any part of such proceeds or moneys to the purchase of

additional Collateral, provided that such purchase of additional Collateral shall be subject to the

terms of Section 1 hereof.

3. Interest Fund

An Interest Fund (the "Interest Fund") is hereby established with the Custodian, into

which Interest Fund the Custodian shall deposit any interest or other amounts (excluding

amounts subject to the terms of Section 2 hereof) received by the Custodian on the Collateral.

(It is understood that the Custodian shall not receive any interest on any mortgage loans held as

Collateral hereunder.) By the fifteenth day of April, July, October, and January of each year

during the term of this Agreement, the Custodian shall pay to the Public Depository any

amounts then held in the Interest Fund, subject, however, to the Custodian's lien or right of set

off pursuant to Section 5(d) hereof.

4. Custodian's Certificate; Notice of Noncompliance

Prior to or upon execution of this Agreement, the Custodian will deliver to the Public

Depository a certificate in substantially the form attached hereto as Schedule 2

, stating that the

Custodian: (a) is authorized under law to exercise fiduciary powers in the State of Connecticut;

(b) has its main office and principal place of business in Connecticut; complies with all

applicable capital guidelines and requirements as described in the Public Deposits Act; has

assets which exceed its liabilities; and that the Custodian's execution and performance of this

Agreement is legal, valid, binding, and enforceable in accordance with the terms of this

Agreement; and (c) is either federally insured or has the approval of the Commissioner to act as

custodian hereunder despite not being federally insured. The Custodian agrees to notify the

Commissioner and the Public Depository immediately in writing if at any time (a), (b), or (c)

ceases to be true of the Custodian.

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5. Concerning the Custodian.

a. Custodian's Duties and Responsibilities

. The Custodian may act upon any

instrument or other writing believed by it in good faith to be genuine and to have been signed or

presented by the proper person and shall not be liable to any party hereto or to the

Commissioner in connection with the performance of its duties hereunder, except for its own

[gross] negligence or willful misconduct. The Custodian's duties shall be determined only with

reference to this Agreement and the Public Deposits Act (as it relates specifically to the

qualifications or duties of the Custodian) and the Custodian is not charged with knowledge of or

any duties or responsibilities in connection with any other document or agreement. [If in doubt

as to its duties and responsibilities hereunder, the Custodian may consult with counsel

of its choice and shall be protected in any action taken or omitted upon the advice of

such counsel.]

b. Liability of the Custodian

. The Custodian shall maintain and segregate all

Collateral which at any time comes into its possession in accordance with the customary

standards in the industry for such possession. The Custodian shall not be liable for any loss

resulting from the investment of any moneys held by it hereunder. The Custodian shall in no

event be liable for any violation by the Public Depository of, or be responsible to ensure the

Public Depository's compliance with, the Public Deposits Act. In addition, the Custodian makes

no representations concerning Connecticut law as it relates to the Public Depository's holding

and securing of Public Deposits under the requirements of the Public Deposits Act applicable to

the Public Depository. The Collateral is subject to the requirements of the Public Deposits Act;

provided, however, that the Custodian shall have no liability to ensure the Public Depository's

compliance with such requirements.

c. Indemnification; Fees and Expenses

. In consideration of the Custodian's

acceptance of its appointment as the Custodian, the Public Depository agrees to indemnify and

hold the Custodian harmless as to any liability incurred by the Custodian to any person, firm or

corporation, including, without limitation, to the Commissioner or other authority of the State of

Connecticut, by reason of its having accepted the same or in carrying out any of the terms

hereof, and to reimburse the Custodian for all its expenses, including among other things,

counsel fees and court costs, incurred by reason of its position hereunder or actions taken

pursuant hereto, except in the event of the gross negligence or willful misconduct of the

Custodian. The Public Depository agrees that the Custodian shall not be liable to it for any

actions taken by the Custodian pursuant to the terms hereof. The Public Depository agrees to

pay the fees of the Custodian pursuant to the terms of a fee letter delivered by the Custodian to

the Public Depository and accepted by the Public Depository. The Public Depository also

agrees to pay on demand the Custodian's costs and expenses, including the fees and expenses

of counsel and independent appraisers used by the Custodian, reasonably incurred in

connection with its duties hereunder.

d. Custodian's Lien

. The Custodian shall have a lien or right of set off on all

moneys held in the Interest Fund to pay all fees, expenses and indemnities under this

Agreement, and on all moneys being returned to the Public Depository pursuant to Section 2

hereof.

e. Resignation

. The Custodian shall have the right at any time to resign hereunder

by giving written notice of its resignation to the Public Depository at the address set forth herein

or at such other address as the Public Depository shall provide, at least thirty (30) business

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days prior to the date specified for such resignation to take effect (the "Effective Date") and

upon the Effective Date all moneys, Collateral, and proceeds of Collateral then held by the

Custodian hereunder shall be delivered by it to the successor custodian designated in writing by

the Public Depository. Any such resignation shall not be effective until a successor custodian

has been appointed by the Public Depository. As used in this Agreement, the term "business

day" means any Monday through Friday, excluding any day on which the Public Depository is

authorized or required to be closed under Connecticut or federal law.

f. Delivery of Collateral to the Commissioner

. Promptly upon receipt of written

demand of the Commissioner, and without need of inquiry as to the reason or appropriateness

thereof, the Custodian shall transfer and surrender to the Commissioner all or any part of the

Collateral, as demanded by the Commissioner. If the Custodian transfers all of the Collateral

held by it hereunder to the Commissioner, the Custodian shall, concurrently therewith, transfer

to the Public Depository all moneys held by it hereunder, subject to the Custodian's lien

pursuant to Section 5(d) hereof, and this Agreement shall thereupon terminate in accordance

with the terms of Section 6 hereof.

g. Insurance

. The Custodian shall, at its own expense, maintain at all times during

the existence of this Agreement and keep in full force and effect (a) fidelity insurance, (b) theft

of documents insurance, (c) forgery insurance and (d) errors and omissions insurance. All such

insurance shall be in amounts, with standard coverage and subject to deductibles, as are

customary for insurance typically maintained by banks which act as Custodian in similar

transactions. A certificate of the respective insurer as to each such policy shall be furnished to

the Public Depository, upon request, containing the insurer's statement or endorsement that

such insurance shall not be materially altered or terminated prior to receipt by the Public

Depository, by registered mail, of 10 days notice thereof. [Notwithstanding the foregoing,

the Custodian may elect to self-insure in lieu of providing the insurance coverage

specified in items (b), (c) and (d) above. ]

h. Miscellaneous

. The Custodian may execute any of its powers or responsibilities

hereunder and exercise any rights hereunder either directly or by or through its agents or

attorneys. Nothing in this Agreement shall be deemed to impose upon the Custodian any duty

to qualify to do business or to act as fiduciary or otherwise in any jurisdiction other than in the

State of Connecticut. The Custodian shall not be responsible for and shall not be under a duty

to examine into or pass upon the validity, binding effect, execution or sufficiency of this

Agreement or any agreement amendatory or supplemental hereto with regard to the Public

Depository.

6. Termination

This Agreement shall terminate upon the Effective Date of the Custodian's resignation,

or at any time at the option of the Public Depository by written notice to the Custodian

terminating this Agreement and instructing the Custodian to transfer all moneys, Collateral, and

proceeds of Collateral then held by it hereunder to the Public Depository or to a successor

custodian, or upon transfer of all of the Collateral to the Commissioner and of other moneys to

the Public Depository pursuant to Section 5(g) hereof. The provisions of Subsections 5(c) and

(d) hereof shall survive termination of this Agreement.

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7. Notices.

All notices, requests, consents, instructions, demands and other communications

required under this Agreement shall be in writing and, unless otherwise specifically provided,

may be delivered personally, by telegram, telex, facsimile, or by first class mail, postage

prepaid, or by express delivery service, at the addresses set forth below, or such other

addresses as may hereafter be furnished to the other parties by like notice. Any such demand,

notice or communication hereunder shall be deemed to have been received on the date

delivered to or received at the premises of the addressee at:

If to the Custodian:

If to the Public Depository:

8. Amendments

No modification or amendment of or supplement to this Agreement shall be valid or

effective unless the same is in writing and signed by all the parties hereto.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the

State of Connecticut.

10. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an

original, but all of which shall constitute but one and the same instrument.

11. Quarterly Notices

By the fifteenth day of April, July, October and January of each year during the term of

this Agreement, the Custodian shall provide to the Public Depository a statement: (1) listing the

Collateral held by the Custodian; (2) stating the aggregate Value (as defined below) of the

Collateral; and (3) itemizing the interest and other amounts received on the Collateral and

deposited into the Interest Fund pursuant to Section 3 hereof. The Value of Collateral shall be

its market value, if the same is readily determinable. If the market value of Collateral is not

readily determinable from sources available to the Custodian in the ordinary course of its

corporate trust business, which includes all Collateral consisting of mortgage loans, then the

Custodian shall have no obligation to determine the value of such Collateral.

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12. Successors and Assigns.

This Agreement shall be binding upon the parties hereto and their respective heirs, legal

representatives, executors, administrators, successors and assigns.

13. Severability

If any of the provisions of this Agreement shall be held invalid, then such provisions shall

be deemed severable from the remaining provisions of this Agreement and shall in no way

affect the validity or enforceability of the other provisions of this Agreement.

14. Further Assurances

Upon demand, the Public Depository will execute and deliver to the Custodian such

instruments and documents as the Custodian may reasonably deem necessary or advisable to

confirm the Custodian's interest in the Collateral or to further define the Custodian's obligations

hereunder.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto

as of the date first above written.

[Name of Custodian], as Custodian

By:_________________________

Name:

Title:

Dated:______________________

[Name of Public Depository], as

Public Depository

By:___________________________________

Name:

Title:

Dated:_________________________________

SCHEDULE 1

[DESCRIPTION OF COLLATERAL]

SCHEDULE 2

CUSTODIAN'S CERTIFICATE OF ELIGIBILITY

The undersigned, being a duly authorized officer of

______________________________, as custodian (in such capacity, the "Custodian") under

the Custodial Trust Agreement (the "Agreement") dated as of _____________, 2001, between

the Custodian and _____________________, (the "Public Depository") hereby certifies as

follows:

1. The Custodian is authorized under the laws of the United States of America to

exercise trust and fiduciary powers in the State of Connecticut;

2. The Custodian has its main office and principal place of business in

___________, Connecticut;

3. The Custodian complies with all applicable capital guidelines and requirements

applicable to it, adopted by the Federal Deposit Insurance Corporation, the Office

of the Comptroller of the Currency, the Office of Thrift Supervision and the Board

of Governors of the Federal Reserve System as from time to time amended;

4. Deposits of the Custodian are insured by the Federal Deposit Insurance

Corporation;

5. The Custodian has assets that exceed its liabilities; and

6. The Agreement is a legal, valid, and binding obligation of the Custodian,

enforceable in accordance with its terms.

The Custodian agrees to notify the Commissioner of Banking of the State of Connecticut

and the Public Depository immediately in writing if at any time any of the above conditions

ceases to be true and accurate

Certified this ________ day of ____________________, 2001.

[Name of Custodian],

as Custodian

By:_________________________________

Name:

Title: