+------------------------------------------------+---------------------+
| **FEDERAL DEPOSIT INSURANCE CORPORATION**      | OMB APPROVAL        |
|                                                |                     |
| **WASHINGTON, D.C. 20429**                     |                     |
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|                                                | OMB NUMBER:         |
|                                                | 3064-0030           |
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|                                                | EXPIRES: 8-31-06    |
|                                                |                     |
|                                                | Estimated burden    |
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|                                                | hours per           |
|                                                | response...1.0      |
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# FORM 5

**ANNUAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES**

**FDIC FORM 6800/05 (5-04)**

**(12 C.F.R. 335.613)**

THE FDIC IS AUTHORIZED TO SOLICIT THE INFORMATION REQUIRED BY THIS FORM
PURSUANT TO SECTIONS 12(i), 16(a),

and 23(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AND THE RULES AND
REGULATIONS THEREUNDER.

SEC RULES REFERENCED IN THIS FORM APPEAR AT 17 C.F.R. §§240.16a-1
THROUGH 16e-1.

DISCLOSURE OF INFORMATION SPECIFIED ON THIS FORM IS MANDATORY. THE
INFORMATION WILL BE USED FOR THE PRIMARY PURPOSE OF DISCLOSING THE
TRANSACTIONS AND HOLDINGS OF DIRECTORS, OFFICERS, AND BENEFICIAL OWNERS
OF REGISTERED COMPANIES. INFORMATION DISCLOSED WILL BE A MATTER OF
PUBLIC RECORD AND AVAILABLE FOR INSPECTION BY MEMBERS OF THE PUBLIC. THE
FDIC CAN USE IT IN INVESTIGATIONS OR LITIGATION INVOLVING THE FEDERAL
SECURITIES LAWS OR OTHER CIVIL, CRIMINAL, OR REGULATORY STATUTES OR
PROVISIONS, AS WELL AS FOR REFERRAL TO OTHER GOVERNMENTAL AUTHORITIES
AND SELF-REGULATORY ORGANIZATIONS. FAILURE TO DISCLOSE REQUIRED
INFORMATION MAY RESULT IN CIVIL OR CRIMINAL ACTION AGAINST PERSONS
INVOLVED FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS AND RULES.

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENT, VALID OMB CONTROL NUMBER.

## GENERAL INSTRUCTIONS

**1. When Form Must Be Filed**

(a) This form must be filed on or before the 45th day after the end of
    the bank\'s fiscal year in accordance with SEC Rule 16a-3(f). This
    form and any amendment is deemed filed with the FDIC upon electronic
    receipt on business days during the hours of 8:00 a.m. until 10:00
    p.m. Eastern Standard Time or Eastern Daylight Saving Time,
    whichever is currently in effect. A form received after these
    business hours will be deemed filed at 8:00 a.m. on the following
    business day. If this form is submitted through FDICconnect on a
    non-business day, it will be deemed filed at 8:00 a.m. on the
    following business day. Business days include all weekdays that are
    not Federal holidays. A paper form submitted by a reporting person
    that has obtained a hardship exemption under applicable FDIC rules
    will be deemed filed with the FDIC on the date it is received by the
    FDIC. If this form is required to be filed on an exchange, this form
    and any amendment is deemed filed with the exchange on the date it
    is received by the exchange.

\(b\) A reporting person no longer subject to Section 16 of the
Securities Exchange Act of 1934 ("Exchange Act") must check the exit box
appearing on this form. Transactions and holdings previously reported
are not required to be included on this form. Form 4 and Form 5
obligations may continue to be applicable. *See* SEC Rule 16a-3(f);
*see* also SEC Rule 16a-2(b) (transactions after termination of insider
status).

\(c\) A separate form shall be filed to reflect the beneficial ownership
of securities of each bank.

\(d\) If a reporting person is not an officer, director, or 10 percent
holder, the person should check "other" in Item 6 (Relationship of
Reporting Person to Issuer) and describe the reason for reporting status
in the space provided.

2.  **Where Form Must Be Filed**

\(a\) A reporting person must file Form 5 in electronic format using the
secure, Internet based, FDICconnect Business Center to access the
interagency Beneficial Ownership Filings system, except that a filing
person that has obtained a hardship exemption under applicable FDIC
rules (see Section 335.801(b) may file the form in paper format. For
information and answers to questions regarding beneficial ownership and
the completion and filing of the forms, please contact the FDIC Division
of Supervision and Consumer Protection, Accounting and Securities
Disclosure Section, 550 17^th^ Street, N.W., Washington, D.C. 20429. For
technical questions or problems relating to the use of FDICconnect or
Designated Coordinator registration, contact FDICconnect toll-free at
877-275-3342 or via

E-mail at <FDICconnect@fdic.gov>.

\(b\) At the time this form or any amendment is filed with the FDIC,
file one copy with each Exchange on which any class of securities of the
bank is registered. If the bank has designated a single exchange to
receive Section 16 filings, the copy shall be filed with that Exchange
only.

\(c\) Any person required to file this form or amendment shall, no later
than at the time the form or amendment is transmitted for filing with
the FDIC, send or deliver a copy to the person designated by the bank to
receive the copy or, if no person is so designated, the bank's corporate
secretary (or person performing similar functions) in accordance with
SEC Rule 16a-3(e).

**Note**: If filing pursuant to a hardship exemption under FDIC rules,
file three copies of this form or any amendment, at least one of which
is signed, with the FDIC in accordance with applicable rules.
(Acknowledgement of receipt by the agency may be obtained by enclosing a
self-addressed stamped postcard or envelope identifying the form or
amendment filed.)

3.  **Class of Securities Reported**

\(a\) Persons reporting pursuant to Section 16(a) of the Exchange Act
shall include information as to transactions and holdings required to be
reported in any class of equity securities of the bank and the
beneficial ownership at the end of the year of that class of equity
securities, even though one or more of such classes may not be
registered pursuant to Section 12 of the Exchange Act.

\(b\) The title of the security should clearly identify the class, even
if the bank has only one class of securities outstanding; for example,
"Common Stock," "Class A Common Stock," "Class B Convertible Preferred
Stock," etc.

\(c\) The amount of securities beneficially owned should state the face
amount of debt securities (U.S. Dollars) or the number of equity
securities, whichever is appropriate.

4.  **Transactions and Holdings Required To Be Reported**

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(a) *General Requirements*

\(i\) Pursuant to SEC Rule 16a-3(f), if not previously reported, the
following transactions, and total beneficial ownership as of the end of
the bank's fiscal year (or the earlier date applicable to a person
ceasing to be an insider during the fiscal year) for any class of
securities in which a transaction is reported, shall be reported:

\(A\) any transaction during the issuer\'s most recent fiscal year that
was exempt from Section 16(b) of the Act, except: (1) any transaction
exempt from Section 16(b) pursuant to §240.16b-3(d), §240.16b-3(e), or
§240.16b-3(f) (these are required to be reported on Form 4); (2) any
exercise or conversion of derivative securities exempt under either
§240.16b-3 or §240.16b-6(b) (these are required to be reported on Form
4); (3) any transaction exempt from Section 16(b) of the Act pursuant to
§240.16b-3(c), which is exempt from Section 16(a) of the Act; and (4)
any transaction exempt from Section 16 of the Act pursuant to Section
16(a) rule;

\(B\) any small acquisition or series of acquisitions in a 6 month
period during the bank's fiscal year not exceeding \$10,000 in market
value (*See* SEC Rule 16a-6);

\(C\) any transactions or holdings that should have been reported during
the bank's fiscal year on a Form 3 or Form 4, but were not reported. The
first Form 5 filing obligation shall include all holdings and
transactions that should have been reported in each of the bank's last
two fiscal years but were not. *See* Instruction 8 for the code to
identify delinquent Form 3 holdings or Form 4 transactions reported on
this Form 5.

**Note**: A required Form 3 or Form 4 must be filed within the time
specified by this form. Form 3 holdings or Form 4 transactions reported
on Form 5 represent delinquent Form 3 and Form 4 filings.

\(ii\) Each transaction should be reported on a separate line.
Transaction codes specified in Instruction 8 should be used to identify
the nature of the transactions resulting in an acquisition or
disposition of a security. A deemed execution date must be reported in
Column 2A of Table I or Column 3A of Table II only if the execution date
for the transaction is calculated pursuant to §240.16a-3(g)(2) or
§240.16a-3(g)(3).

\(iii\) Every transaction shall be reported even though acquisitions and
dispositions with respect to a class of securities are equal. Report
total beneficial ownership as of the end of the bank's fiscal year for
all classes of securities in which a transaction was reported.

(b) *Beneficial Ownership Reported (Pecuniary Interest)*

\(i\) Although, for purposes of determining status as 10 percent holder,
a person is deemed to beneficially own securities over which that person
exercises voting or investment control (See SEC Rule 16a-1(a)(1)), for
reporting transactions and holdings, a person is deemed to be the
beneficial owner of securities if that person has or shares the
opportunity, directly or indirectly, to profit or share in any profit
derived from a transaction in the securities ("pecuniary interest").
*See* SEC Rule 16a-1(a)(2). *See* also SEC Rule 16a-8 for the
application of the beneficial ownership definition to trust holdings and
transactions.

\(ii\) Both direct and indirect beneficial ownership of securities shall
be reported. Securities beneficially owned directly are those held in
the reporting person's name or in the name of a bank, broker or nominee
for the account of the reporting person. In addition, securities held as
joint tenants, tenants in common, tenants by the entirety, or as
community property are to be reported as held directly. If a person has
a pecuniary interest, by reason of any contract, understanding, or
relationship (including a family relationship or arrangement) in
securities held in the name of another person, that person is an
indirect beneficial owner of the securities. *See* SEC Rule

16a-1(a)(2)(ii) for certain indirect beneficial ownerships.

\(iii\) Report transactions in securities beneficially owned directly on
a separate line from those beneficially owned indirectly. Report
different forms of indirect ownership on separate lines. The nature of
indirect ownership shall be stated as specifically as possible; for
example, "By Self as Trustee for X," "By Spouse," "By X Trust," "By Y
Corporation," etc.

\(iv\) In stating the amount of securities acquired, disposed of, or
beneficially owned indirectly through a partnership, corporation, trust,
or other entity, report the number of securities representing the
reporting person's proportionate interest in transactions conducted by
that entity or holdings of that entity. Alternatively, at the option of
the reporting person, the entire amount of the entity's interest may be
reported. *See* SEC Rule

16a-1(a)(2)(ii)(B) and SEC Rule 16a-1(a)(2)(iii).

\(v\) Where more than one beneficial owner of the same equity securities
must report transactions on Form 5, such owners may file Form 5
individually or jointly. Joint and group filings may be made by any
designated beneficial owner. Transactions with respect to securities
owned separately by any joint or group filer are permitted to be
included in the joint filing. Indicate the name and address of the
designated reporting person in Item 1 of Form 5 and attach a list of the
names and addresses of each other reporting person. Joint and group
filings must include all the required information for each beneficial
owner, and such filings must be signed by each beneficial owner, or on
behalf of such owner by an authorized person. Use the Filer Information
screen in the interagency Beneficial Ownership Filings system to submit
additional joint or group filers\' names and related filing information
required by this form.

If this form is being filed in paper format pursuant to a hardship
exemption and the space provided for signatures is insufficient, attach
a signature page. If this form is being filed in paper format , submit
any attached listing of names or signatures on another Form 5, copy of
Form 5 or separate page of 8 ½ by 11 inch white paper, indicate the
number of pages comprising the report (form plus attachments) at the
bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of 3), and include
the name of the designated filer and information required by Items 2 and
3 of the form on the attachment.

See SEC Rule 16a-3(i) regarding signatures.

> \(c\) *Non-Derivative and Derivative Securities*

\(i\) Report acquisitions or dispositions and holdings of non-derivative
securities in Table I. Report acquisitions or dispositions and holdings
of derivative securities (e.g., puts, calls, options, warrants,
convertible securities, or other rights or obligations to buy or sell
securities) in Table II. Report the exercise or conversion of a
derivative security in Table II (as a disposition of the derivative
security) and report in Table I the holdings of the underlying security.
Report acquisitions or dispositions and holdings of derivative
securities that are both equity securities and convertible or
exchangeable for other equity securities (*e.g.*, convertible preferred
securities) only in Table II.

\(ii\) The title of a derivative security and the title of the equity
security underlying the derivative security should be shown separately
in the appropriate columns in Table II. The "puts" and "calls" reported
in Table II include, in addition to separate puts and calls, any
combination of the two, such as spreads and straddles. In reporting an
option in Table II, state whether it represents a right to buy, a right
to sell, an obligation to buy, or an obligation to sell the equity
securities subject to the option.

\(iii\) Describe in the appropriate columns in Table II characteristics
of derivative securities, including title, exercise or conversion price,
date exercisable, expiration date, and the title and amount of
securities underlying the derivative security. If the transaction
reported is a purchase or sale of a derivative security, the purchase or
sale price of that derivative security shall be reported in column 8. If
the transaction is the exercise or conversion of a derivative security,
leave column 8 blank and report the exercise or conversion price of the
derivative security in column 2.

\(iv\) Securities constituting components of a unit shall be reported
separately on the applicable table (e.g., if a unit has a non-derivative
security component and a derivative security component, the
non-derivative security component shall be reported in Table I and the
derivative security component shall be reported in Table II). The
relationship between individual securities comprising the unit shall be
indicated in the space provided for explanation of responses. When
securities are purchased or sold as a unit, state the purchase or sale
price per unit and other required information regarding the unit
securities.

5.  **Price of Securities**

\(a\) Prices of securities shall be reported in U.S. Dollars and on a
per share basis, not an aggregate basis, except that the aggregate price
of debt shall be stated. Amounts reported shall exclude brokerage
commissions and other costs of execution.

\(b\) If consideration other than cash was paid for the security,
describe the consideration, including the value of the consideration, in
the space provided for explanation of responses.

6.  **Additional Information**

\(a\) If space provided in the line items on Form 5 is insufficient,
identify and enter additional information under Explanation of
Responses.

\(b\) If the space provided in the line items on the paper Form 5 or
space provided for additional comments is insufficient, attach another
Form 5, copy of Form 5 or separate 8 ½ by 11 inch white paper to Form 5,
completed as appropriate to include the additional comments. Each
attached page must include information required in Items 1, 2 and 3 of
the form. The number of pages comprising the report (form plus
attachments) shall be indicated at the bottom of each report page (e.g.,
1 of 3, 2 of 3, 3 of 3).

\(c\) If one or more exhibits are included with the form, provide a
reference to such exhibit(s) under Explanation of Responses. If the
exhibit is being filed in paper format pursuant to a hardship exemption
under applicable FDIC rules, place the designation "P" (paper) next to
the name of the exhibit in the exhibit reference.

\(d\) If additional information is not reported in this manner, it will
be assumed that no additional information was provided.

7.  **Signature**

\(a\) If the form is filed for an individual, it shall be signed by that
person or specifically on behalf of the individual by a person
authorized to sign for the individual. If signed on behalf of the
individual by another person, the authority of such person to sign the
form shall be confirmed to the FDIC in writing in an attachment to the
form or as soon as practicable in an amendment by the individual for
whom the form is filed, unless such a confirmation still in effect is on
file with the FDIC. The confirming statement need only indicate that the
reporting person authorizes and designates the named person or persons
to file the form on the reporting person's behalf, and state the
duration of the authorization.

\(b\) If the form is filed for a corporation, partnership, trust, or
other entity, the capacity in which the individual signed shall be set
forth (*e.g.*, John Smith, Secretary, on behalf of X Corporation).

**8. Transaction Codes**

Use the codes listed below to indicate in Table I, column 3 and Table
II, column 4 the character of the transaction reported. Use the code
that most appropriately describes the transaction. If the transaction is
not specifically listed, use transaction Code "J" and describe the
nature of the transaction in the space for Explanation of Responses. If
a transaction involves an equity swap or instrument with similar
characteristics use transaction Code "K" in addition to the code(s) that
most appropriately describes the transaction (*e.g.*, "S/K" or "P/K").

### General Transaction Codes

> P -- Open market or private purchase of non-derivative or derivative
> security
>
> S - Open market or private sale of non-derivative or derivative
> security

### Rule 16b-3 Transaction Codes

A -- Grant, award, or other acquisition pursuant to SEC Rule 16b-3(d)

> D -- Disposition to the issuer of bank equity securities pursuant to
> SEC Rule 16b-3(e)
>
> F -- Payment of exercise price or tax liability by delivering or
> withholding securities incident to the receipt, exercise or vesting of
> a security issued in accordance with SEC Rule 16b-3
>
> I -- Discretionary transaction in accordance with SEC Rule 16b-3(f)
> resulting in acquisition or disposition of issuer securities
>
> M -- Exercise or conversion of derivative security exempted pursuant
> to SEC Rule 16b-3
>
> *Derivative Securities Codes (Except for transactions exempted
> pursuant to SEC Rule 16b-3)*
>
> C -- Conversion of derivative security
>
> E -- Expiration of short derivative position
>
> H -- Expiration (or cancellation) of long derivative position with
> value received
>
> O -- Exercise of out-of-the-money derivative security
>
> X -- Exercise of in-the-money or at-the-money derivative security
>
> *Other Section 16(b) Exempt Transaction and Small Acquisition Codes
> (except for SEC Rule 16b-3 codes above)*
>
> G -- Bona fide gift
>
> L -- Small acquisition under SEC Rule 16a-6
>
> W -- Acquisition or disposition by will or laws of descent and
> distribution
>
> Z -- Deposit into or withdrawal from voting trust

###### Other Transaction Codes

> J -- Other acquisition or disposition (describe transaction)
>
> K -- Transaction in equity swap or instrument with similar
> characteristics
>
> U -- Disposition pursuant to a tender of shares in a change of control
> transaction

##### Form 3, Form 4, or Form 5 Holdings or Transactions Not Previously Reported

To indicate that a holding should have been reported previously on Form
3, place a "3" in Table I, Column 3 or Table II, Column 4, as
appropriate. Indicate in the space provided for explanation of responses
the event triggering the Form 3 filing obligation. To indicate that a
transaction should have been reported previously on Form 4, place a "4"
next to the transaction code reported in Table I, Column 3 or Table II,
Column 4 (e.g., an open market purchase of a non-derivative security
that should have been reported previously on Form 4 should be designated
as "P4"). To indicate that a transaction should have been reported on a
previous Form 5, place a "5" in Table I, Column 3 or Table II, Column 4,
as appropriate. In addition, the appropriate box on the front page of
the form should be checked.

**9. Amendments**

\(a\) If this form is filed as an amendment in order to add one or more
lines of ownership information to Table I or Table II of the form being
amended, provide each line being added, together with one or more
footnotes under Explanation of Responses, as necessary, to explain the
addition of the line or lines. Do **not** repeat lines of ownership
information that were disclosed in the original form and are not being
amended.

\(b\) If this form is filed as an amendment in order to amend one or
more lines of ownership information that already were disclosed in Table
I or Table II of the form being amended, provide the complete line or
lines being amended, as amended, together with notes under Explanation
of Responses as necessary to explain the amendment of the line or lines.
Do **not** repeat lines of ownership information that were disclosed in
the original form and are not being amended.

\(c\) If this form is filed as an amendment for any other purpose other
than or in addition to the purpose described in items (a) or (b) of this
General Instruction 9, provide one or more notes under Explanation of
Responses, as necessary, to explain the amendment.