Exhibit 4 

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2011 CONSENT ORDER 

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UNITED STATES OF AMERICA 

DEPARTMENT OF THE TREASURY 

COMPTROLLER OF THE CURRENCY

) 

In the Matter of: ) 

) AA-EC-11-19 

Wells Fargo Bank, N.A. ) 

Sioux Falls, South Dakota ) 

) 

) 

CONSENT ORDER 

The Comptroller of the Currency of the United States of America ("Comptroller"), 

through his national bank examiners and other staff of the Office of the Comptroller of the 

Currency ("OCC"), as part of an interagency horizontal review of major residential mortgage 

servicers, has conducted an examination of the residential real estate mortgage foreclosure 

processes of Wells Fargo Bank, N.A., Sioux Falls, South Dakota ("Bank"). The OCC has 

identified certain deficiencies and unsafe or unsound practices in residential mortgage servicing 

and in the Bank’s initiation and handling of foreclosure proceedings. The OCC has informed the 

Bank of the findings resulting from the examination. 

The Bank, by and through its duly elected and acting Board of Directors ("Board"), has 

executed a "Stipulation and Consent to the Issuance of a Consent Order," dated April 13, 2011 

(“Stipulation and Consent”), that is accepted by the Comptroller. By this Stipulation and 

Consent, which is incorporated by reference, the Bank has consented to the issuance of this 

Consent Cease and Desist Order ("Order") by the Comptroller. The Bank has committed to 

taking all necessary and appropriate steps to remedy the deficiencies and unsafe or unsound 

practices identified by the OCC, and to enhance the Bank’s residential mortgage servicing and 

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foreclosure processes. The Bank has begun implementing procedures to remediate the practices 

addressed in this Order. 

ARTICLE I 

COMPTROLLER’S FINDINGS 

The Comptroller finds, and the Bank neither admits nor denies, the following: 

(1) The Bank is among the largest servicers of residential mortgages in the United States, 

and services a portfolio of 8,900,000 residential mortgage loans. During the recent housing 

crisis, a substantially large number of residential mortgage loans serviced by the Bank became 

delinquent and resulted in foreclosure actions. The Bank’s foreclosure inventory grew 

substantially from January 2009 through December 2010. 

(2) In connection with certain foreclosures of loans in its residential mortgage servicing 

portfolio, the Bank: 

(a) filed or caused to be filed in state and federal courts affidavits executed by its 

employees or employees of third-party service providers making various assertions, such as 

ownership of the mortgage note and mortgage, the amount of the principal and interest due, and 

the fees and expenses chargeable to the borrower, in which the affiant represented that the 

assertions in the affidavit were made based on personal knowledge or based on a review by the 

affiant of the relevant books and records, when, in many cases, they were not based on such 

personal knowledge or review of the relevant books and records; 

(b) filed or caused to be filed in state and federal courts, or in local land records 

offices, numerous affidavits or other mortgage-related documents that were not properly 

notarized, including those not signed or affirmed in the presence of a notary; 

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(c) litigated foreclosure proceedings and initiated non-judicial foreclosure 

proceedings without always ensuring that either the promissory note or the mortgage document 

were properly endorsed or assigned and, if necessary, in the possession of the appropriate party 

at the appropriate time; 

(d) failed to devote sufficient financial, staffing and managerial resources to 

ensure proper administration of its foreclosure processes; 

(e) failed to devote to its foreclosure processes adequate oversight, internal 

controls, policies, and procedures, compliance risk management, internal audit, third party 

management, and training; and 

(f) failed to sufficiently oversee outside counsel and other third-party providers 

handling foreclosure-related services. 

(3) By reason of the conduct set forth above, the Bank engaged in unsafe or unsound 

banking practices. 

Pursuant to the authority vested in him by the Federal Deposit Insurance Act, as 

amended, 12 U.S.C. §1818(b), the Comptroller hereby ORDERS that: 

ARTICLE II

COMPLIANCE COMMITTEE

(1) The Board shall maintain a Compliance Committee of at least three (3) directors, of 

which at least two (2) are outside directors who are not executive officers of the Bank or its 

holding company as defined in 12 C.F.R. § 215.2(e)(1) of Regulation O. In the event of a 

change of the membership, the name of any new member shall be submitted to the Examiner-inCharge for Large Bank Supervision at the Bank (“Examiner-in-Charge”). The Compliance 

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Committee shall be responsible for monitoring and coordinating the Bank’s compliance with the 

provisions of this Order. The Compliance Committee shall meet at least monthly and maintain 

minutes of its meetings. 

(2) Within ninety (90) days of this Order, and within thirty (30) days after the end of 

each quarter thereafter, the Compliance Committee shall submit a written progress report to the 

Board setting forth in detail actions taken to comply with each Article of this order, and the 

results and status of those actions. 

(3) The Board shall forward a copy of the Compliance Committee’s report, with any 

additional comments by the Board, to the Deputy Comptroller for Large Bank Supervision 

(“Deputy Comptroller”) and the Examiner-in-Charge within ten (10) days of receiving such 

report. 

ARTICLE III 

COMPREHENSIVE ACTION PLAN

(1) Within sixty (60) days of this Order, the Bank shall submit to the Deputy 

Comptroller and the Examiner-in-Charge an acceptable plan containing a complete description 

of the actions that are necessary and appropriate to achieve compliance with Articles IV through 

XII of this Order (“Action Plan”). In the event the Deputy Comptroller asks the Bank to revise 

the Action Plan, the Bank shall promptly make the requested revisions and resubmit the Action 

Plan to the Deputy Comptroller and the Examiner-in-Charge. Following acceptance of the 

Action Plan by the Deputy Comptroller, the Bank shall not take any action that would constitute 

a significant deviation from, or material change to, the requirements of the Action Plan or this 

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Order, unless and until the Bank has received a prior written determination of no supervisory 

objection from the Deputy Comptroller. 

(2) The Board shall ensure that the Bank achieves and thereafter maintains compliance 

with this Order, including, without limitation, successful implementation of the Action Plan. 

The Board shall further ensure that, upon implementation of the Action Plan, the Bank achieves 

and maintains effective mortgage servicing, foreclosure, and loss mitigation activities (as used 

herein, the phrase “loss mitigation” shall include, but not be limited to, activities related to 

special forbearances, modifications, short refinances, short sales, cash-for-keys, and deeds-inlieu of foreclosure and be referred to as either “Loss Mitigation” or “Loss Mitigation 

Activities”), as well as associated risk management, compliance, quality control, audit, training, 

staffing, and related functions. In order to comply with these requirements, the Board shall: 

(a) require the timely reporting by Bank management of such actions directed by 

the Board to be taken under this Order; 

(b) follow-up on any non-compliance with such actions in a timely and 

appropriate manner; and 

(c) require corrective action be taken in a timely manner for any non-compliance 

with such actions. 

(3) The Action Plan shall address, at a minimum: 

(a) financial resources to develop and implement an adequate infrastructure to 

support existing and/or future Loss Mitigation and foreclosure activities and ensure compliance 

with this Order; 

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(b) organizational structure, managerial resources, and staffing to support 

existing and/or future Loss Mitigation and foreclosure activities and ensure compliance with this 

Order; 

(c) metrics to measure and ensure the adequacy of staffing levels relative to 

existing and/or future Loss Mitigation and foreclosure activities, such as limits for the number of 

loans assigned to a Loss Mitigation employee, including the single point of contact as hereinafter 

defined, and deadlines to review loan modification documentation, make loan modification 

decisions, and provide responses to borrowers; 

(d) governance and controls to ensure compliance with all applicable federal and 

state laws (including the U.S. Bankruptcy Code and the Servicemembers Civil Relief Act 

(“SCRA”)), rules, regulations, and court orders and requirements, as well as the Membership 

Rules of MERSCORP, servicing guides of the Government Sponsored Enterprises (“GSEs”) or 

investors, including those with the Federal Housing Administration and those required by the 

Home Affordable Modification Program (“HAMP”), and loss share agreements with the Federal 

Deposit Insurance Corporation (collectively “Legal Requirements”), and the requirements of this 

Order. 

(4) The Action Plan shall specify timelines for completion of each of the requirements of 

Articles IV through XII of this Order. The timelines in the Action Plan shall be consistent with 

any deadlines set forth in this Order. 

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ARTICLE IV

COMPLIANCE PROGRAM

(1) Within sixty (60) days of this Order, the Bank shall submit to the Deputy 

Comptroller and the Examiner-in-Charge an acceptable compliance program to ensure that the 

mortgage servicing and foreclosure operations, including Loss Mitigation and loan modification, 

comply with all applicable Legal Requirements, OCC supervisory guidance, and the 

requirements of this Order and are conducted in a safe and sound manner (“Compliance 

Program”). The Compliance Program shall be implemented within one hundred twenty (120) 

days of this Order. Any corrective action timeframe in the Compliance Program that is in excess 

of one hundred twenty (120) days must be approved by the Examiner-in-Charge. The 

Compliance Program shall include, at a minimum: 

(a) appropriate written policies and procedures to conduct, oversee, and monitor 

mortgage servicing, Loss Mitigation, and foreclosure operations; 

(b) processes to ensure that all factual assertions made in pleadings, declarations, 

affidavits, or other sworn statements filed by or on behalf of the Bank are accurate, complete, 

and reliable; and that affidavits and declarations are based on personal knowledge or a review of 

the Bank's books and records when the affidavit or declaration so states; 

(c) processes to ensure that affidavits filed in foreclosure proceedings are 

executed and notarized in accordance with state legal requirements and applicable guidelines, 

including jurat requirements; 

(d) processes to review and approve standardized affidavits and declarations for 

each jurisdiction in which the Bank files foreclosure actions to ensure compliance with 

applicable laws, rules and court procedures; 

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(e) processes to ensure that the Bank has properly documented ownership of the 

promissory note and mortgage (or deed of trust) under applicable state law, or is otherwise a 

proper party to the action (as a result of agency or other similar status) at all stages of foreclosure 

and bankruptcy litigation, including appropriate transfer and delivery of endorsed notes and 

assigned mortgages or deeds of trust at the formation of a residential mortgage-backed security, 

and lawful and verifiable endorsement and successive assignment of the note and mortgage or 

deed of trust to reflect all changes of ownership; 

(f) processes to ensure that a clear and auditable trail exists for all factual 

information contained in each affidavit or declaration, in support of each of the charges that are 

listed, including whether the amount is chargeable to the borrower and/or claimable by the 

investor; 

(g) processes to ensure that foreclosure sales (including the calculation of the 

default period, the amounts due, and compliance with notice requirements) and post-sale 

confirmations are in accordance with the terms of the mortgage loan and applicable state and 

federal law requirements; 

(h) processes to ensure that all fees, expenses, and other charges imposed on the 

borrower are assessed in accordance with the terms of the underlying mortgage note, mortgage, 

or other customer authorization with respect to the imposition of fees, charges, and expenses, and 

in compliance with all applicable Legal Requirements and OCC supervisory guidance; 

(i) processes to ensure that the Bank has the ability to locate and secure all 

documents, including the original promissory notes if required, necessary to perform mortgage 

servicing, foreclosure and Loss Mitigation, or loan modification functions; 

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(j) ongoing testing for compliance with applicable Legal Requirements and OCC 

supervisory guidance that is completed by qualified persons with requisite knowledge and ability 

(which may include internal audit) who are independent of the Bank’s business lines; 

(k) measures to ensure that policies, procedures, and processes are updated on an 

ongoing basis as necessary to incorporate any changes in applicable Legal Requirements and 

OCC supervisory guidance; 

(l) processes to ensure the qualifications of current management and supervisory 

personnel responsible for mortgage servicing and foreclosure processes and operations, including 

collections, Loss Mitigation and loan modification, are appropriate and a determination of 

whether any staffing changes or additions are needed; 

(m) processes to ensure that staffing levels devoted to mortgage servicing and 

foreclosure processes and operations, including collections, Loss Mitigation, and loan 

modification, are adequate to meet current and expected workload demands; 

(n) processes to ensure that workloads of mortgage servicing, foreclosure and 

Loss Mitigation, and loan modification personnel, including single point of contact personnel as 

hereinafter defined, are reviewed and managed. Such processes, at a minimum, shall assess 

whether the workload levels are appropriate to ensure compliance with the requirements of 

Article IX of this Order, and necessary adjustments to workloads shall promptly follow the 

completion of the reviews. An initial review shall be completed within ninety (90) days of this 

Order, and subsequent reviews shall be conducted semi-annually; 

(o) processes to ensure that the risk management, quality control, audit, and 

compliance programs have the requisite authority and status within the organization so that 

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appropriate reviews of the Bank’s mortgage servicing, Loss Mitigation, and foreclosure activities 

and operations may occur and deficiencies are identified and promptly remedied; 

(p) appropriate training programs for personnel involved in mortgage servicing 

and foreclosure processes and operations, including collections, Loss Mitigation, and loan 

modification, to ensure compliance with applicable Legal Requirements and supervisory 

guidance; and 

(q) appropriate procedures for customers in bankruptcy, including a prohibition 

on collection of fees in violation of bankruptcy’s automatic stay (11 U.S.C. § 362), the discharge 

injunction (11 U.S.C. § 524), or any applicable court order. 

ARTICLE V 

THIRD PARTY MANAGEMENT

(1) Within sixty (60) days of this Order, the Bank shall submit to the Deputy 

Comptroller and the Examiner-in-Charge acceptable policies and procedures for outsourcing 

foreclosure or related functions, including Loss Mitigation and loan modification, and property 

management functions for residential real estate acquired through or in lieu of foreclosure, to any 

agent, independent contractor, consulting firm, law firm (including local counsel in foreclosure 

or bankruptcy proceedings retained to represent the interests of the owners of mortgages), 

property management firm, or other third-party (including any affiliate of the Bank) (“ThirdParty Providers”). Third-party management policies and procedures shall be implemented within 

one hundred twenty (120) days of this Order. Any corrective action timetable that is in excess of 

one hundred twenty (120) days must be approved by the Examiner-in-Charge. The policies and 

procedures shall include, at a minimum: 

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(a) appropriate oversight to ensure that Third-Party Providers comply with all 

applicable Legal Requirements, OCC supervisory guidance (including applicable portions of 

OCC Bulletin 2001-47), and the Bank’s policies and procedures; 

(b) measures to ensure that all original records transferred from the Bank to 

Third-Party Providers (including the originals of promissory notes and mortgage documents) 

remain within the custody and control of the Third-Party Provider (unless filed with the 

appropriate court or the loan is otherwise transferred to another party), and are returned to the 

Bank or designated custodians at the conclusion of the performed service, along with all other 

documents necessary for the Bank’s files, and that the Bank retains imaged copies of significant 

documents sent to Third-Party Providers; 

(c) measures to ensure the accuracy of all documents filed or otherwise utilized 

on behalf of the Bank or the owners of mortgages in any judicial or non-judicial foreclosure 

proceeding, related bankruptcy proceeding, or in other foreclosure-related litigation, including, 

but not limited to, documentation sufficient to establish ownership of the promissory note and/or 

right to foreclose at the time the foreclosure action is commenced; 

(d) processes to perform appropriate due diligence on potential and current ThirdParty Provider qualifications, expertise, capacity, reputation, complaints, information security, 

document custody practices, business continuity, and financial viability, and to ensure adequacy 

of Third-Party Provider staffing levels, training, work quality, and workload balance; 

(e) processes to ensure that contracts provide for adequate oversight, including 

requiring Third-Party Provider adherence to Bank foreclosure processing standards, measures to 

enforce Third-Party Provider contractual obligations, and processes to ensure timely action with 

respect to Third-Party Provider performance failures; 

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(f) processes to ensure periodic reviews of Third-Party Provider work for 

timeliness, competence, completeness, and compliance with all applicable Legal Requirements 

and supervisory guidance, and to ensure that foreclosures are conducted in a safe and sound 

manner; 

(g) processes to review customer complaints about Third-Party Provider services; 

(h) processes to prepare contingency and business continuity plans that ensure the 

continuing availability of critical third-party services and business continuity of the Bank, 

consistent with federal banking agency guidance, both to address short-term and long-term 

service disruptions and to ensure an orderly transition to new service providers should that 

become necessary; 

(i) a review of fee structures for Third-Party Providers to ensure that the method 

of compensation considers the accuracy, completeness, and legal compliance of foreclosure 

filings and is not based solely on increased foreclosure volume and/or meeting processing 

timelines; and 

(j) a certification process for law firms (and recertification of existing law firm 

providers) that provide residential mortgage foreclosure and bankruptcy services for the Bank, 

on a periodic basis, as qualified to serve as Third-Party Providers to the Bank including that 

attorneys are licensed to practice in the relevant jurisdiction and have the experience and 

competence necessary to perform the services requested. 

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ARTICLE VI 

MORTGAGE ELECTRONIC REGISTRATION SYSTEM

(1) Within sixty (60) days of this Order, the Bank shall submit to the Deputy 

Comptroller and the Examiner-in-Charge an acceptable plan to ensure appropriate controls and 

oversight of the Bank’s activities with respect to the Mortgage Electronic Registration System 

(“MERS”) and compliance with MERSCORPS’s membership rules, terms, and conditions 

(“MERS Requirements”) (“MERS Plan”). The MERS Plan shall be implemented within one 

hundred twenty (120) days of this Order. Any corrective action timetable that is in excess of one 

hundred twenty (120) days must be approved by the Examiner-in-Charge. The MERS Plan shall 

include, at a minimum: 

(a) processes to ensure that all mortgage assignments and endorsements with 

respect to mortgage loans serviced or owned by the Bank out of MERS’ name are executed only 

by a certifying officer authorized by MERS and approved by the Bank; 

(b) processes to ensure that all other actions that may be taken by MERS 

certifying officers (with respect to mortgage loans serviced or owned by the Bank) are executed 

by a certifying officer authorized by MERS and approved by the Bank; 

(c) processes to ensure that the Bank maintains up-to-date corporate resolutions 

from MERS for all Bank employees and third-parties who are certifying officers authorized by 

MERS, and up-to-date lists of MERS certifying officers; 

(d) processes to ensure compliance with all MERS Requirements and with the 

requirements of the MERS Corporate Resolution Management System (“CRMS”); 

(e) processes to ensure the accuracy and reliability of data reported to 

MERSCORP and MERS, including monthly system-to-system reconciliations for all MERS 

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mandatory reporting fields, and daily capture of all rejects/warnings reports associated with 

registrations, transfers, and status updates on open-item aging reports. Unresolved items must be 

maintained on open-item aging reports and tracked until resolution. The Bank shall determine 

and report whether the foreclosures for loans serviced by the Bank that are currently pending in 

MERS’ name are accurate and how many are listed in error, and describe how and by when the 

data on the MERSCORP system will be corrected; and 

(f) an appropriate MERS quality assurance workplan, which clearly describes all 

tests, test frequency, sampling methods, responsible parties, and the expected process for openitem follow-up, and includes an annual independent test of the control structure of the system-tosystem reconciliation process, the reject/warning error correction process, and adherence to the 

Bank’s MERS Plan. 

(2) The Bank shall include MERS and MERSCORP in its third-party vendor 

management process, which shall include a detailed analysis of potential vulnerabilities, 

including information security, business continuity, and vendor viability assessments. 

ARTICLE VII 

FORECLOSURE REVIEW

(1) Within forty-five (45) days of this Order, the Bank shall retain an independent 

consultant acceptable to the Deputy Comptroller and the Examiner-in-Charge to conduct an 

independent review of certain residential foreclosure actions regarding individual borrowers with 

respect to the Bank’s mortgage servicing portfolio. The review shall include residential 

foreclosure actions or proceedings (including foreclosures that were in process or completed) for 

loans serviced by the Bank, whether brought in the name of the Bank, the investor, the mortgage 

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note holder, or any agent for the mortgage note holder (including MERS), that have been 

pending at any time from January 1, 2009 to December 31, 2010, as well as residential 

foreclosure sales that occurred during this time period (“Foreclosure Review”). 

(2) Within fifteen (15) days of the engagement of the independent consultant described 

in this Article, but prior to the commencement of the Foreclosure Review, the Bank shall submit 

to the Deputy Comptroller and the Examiner-in-Charge for approval an engagement letter that 

sets forth: 

(a) the methodology for conducting the Foreclosure Review, including: (i) a 

description of the information systems and documents to be reviewed, including the selection of 

criteria for cases to be reviewed; (ii) the criteria for evaluating the reasonableness of fees and 

penalties; (iii) other procedures necessary to make the required determinations (such as through 

interviews of employees and third parties and a process for submission and review of borrower 

claims and complaints); and (iv) any proposed sampling techniques. In setting the scope and 

review methodology under clause (i) of this sub-paragraph, the independent consultant may 

consider any work already done by the Bank or other third-parties on behalf of the Bank. The 

engagement letter shall contain a full description of the statistical basis for the sampling methods 

chosen, as well as procedures to increase the size of the sample depending on results of the initial 

sampling; 

(b) expertise and resources to be dedicated to the Foreclosure Review; 

(c) completion of the Foreclosure Review within one hundred twenty (120) days 

from approval of the engagement letter; and 

(d) a written commitment that any workpapers associated with the Foreclosure 

Review shall be made available to the OCC immediately upon request. 

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(3) The purpose of the Foreclosure Review shall be to determine, at a minimum: 

(a) whether at the time the foreclosure action was initiated or the pleading or 

affidavit filed (including in bankruptcy proceedings and in defending suits brought by 

borrowers), the foreclosing party or agent of the party had properly documented ownership of the 

promissory note and mortgage (or deed of trust) under relevant state law, or was otherwise a 

proper party to the action as a result of agency or similar status; 

(b) whether the foreclosure was in accordance with applicable state and federal 

law, including but not limited to the SCRA and the U.S. Bankruptcy Code; 

(c) whether a foreclosure sale occurred when an application for a loan 

modification or other Loss Mitigation was under consideration; when the loan was performing in 

accordance with a trial or permanent loan modification; or when the loan had not been in default 

for a sufficient period of time to authorize foreclosure pursuant to the terms of the mortgage loan 

documents and related agreements; 

(d) whether, with respect to non-judicial foreclosures, the procedures followed 

with respect to the foreclosure sale (including the calculation of the default period, the amounts 

due, and compliance with notice periods) and post-sale confirmations were in accordance with 

the terms of the mortgage loan and state law requirements; 

(e) whether a delinquent borrower’s account was only charged fees and/or 

penalties that were permissible under the terms of the borrower’s loan documents, applicable 

state and federal law, and were reasonable and customary; 

(f) whether the frequency that fees were assessed to any delinquent borrower’s 

account (including broker price opinions) was excessive under the terms of the borrower’s loan 

documents, and applicable state and federal law; 

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(g) whether Loss Mitigation Activities with respect to foreclosed loans were 

handled in accordance with the requirements of the HAMP, and consistent with the policies and 

procedures applicable to the Bank’s proprietary loan modifications or other loss mitigation 

programs, such that each borrower had an adequate opportunity to apply for a Loss Mitigation 

option or program, any such application was handled properly, a final decision was made on a 

reasonable basis, and was communicated to the borrower before the foreclosure sale; and 

(h) whether any errors, misrepresentations, or other deficiencies identified in the 

Foreclosure Review resulted in financial injury to the borrower or the mortgagee. 

(4) The independent consultant shall prepare a written report detailing the findings of the 

Foreclosure Review (“Foreclosure Report”), which shall be completed within thirty (30) days of 

completion of the Foreclosure Review. Immediately upon completion, the Foreclosure Report 

shall be submitted to the Deputy Comptroller, Examiner-in-Charge, and the Board. 

(5) Within forty-five (45) days of submission of the Foreclosure Report to the Deputy 

Comptroller, Examiner-in-Charge, and the Board, the Bank shall submit to the Deputy 

Comptroller and the Examiner-in-Charge a plan, acceptable to the OCC, to remediate all 

financial injury to borrowers caused by any errors, misrepresentations, or other deficiencies 

identified in the Foreclosure Report, by: 

(a) reimbursing or otherwise appropriately remediating borrowers for 

impermissible or excessive penalties, fees, or expenses, or for other financial injury identified in 

accordance with this Article; and 

(b) taking appropriate steps to remediate any foreclosure sale where the 

foreclosure was not authorized as described in this Article. 

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(6) Within sixty (60) days after the OCC provides supervisory non-objection to the plan 

set forth in paragraph (5) above, the Bank shall make all reimbursement and remediation 

payments and provide all credits required by such plan, and provide the OCC with a report 

detailing such payments and credits. 

ARTICLE VIII 

MANAGEMENT INFORMATION SYSTEMS

(1) Within sixty (60) days of this Order, the Bank shall submit to the Deputy 

Comptroller and the Examiner-in-Charge an acceptable plan for operation of its management 

information systems (“MIS”) for foreclosure and Loss Mitigation or loan modification activities 

to ensure the timely delivery of complete and accurate information to permit effective decisionmaking. The MIS plan shall be implemented within one hundred twenty (120) days of this 

Order. Any corrective action timeframe that is in excess of one hundred twenty (120) days must 

be approved by the Examiner-in-Charge. The plan shall include, at a minimum: 

(a) a description of the various components of MIS used by the Bank for 

foreclosure and Loss Mitigation or loan modification activities; 

(b) a description of and timetable for any needed changes or upgrades to: 

(i) monitor compliance with all applicable Legal Requirements and 

supervisory guidance, and the requirements of this Order; 

(ii) ensure the ongoing accuracy of records for all serviced mortgages, 

including, but not limited to, records necessary to establish ownership and the right to foreclose 

by the appropriate party for all serviced mortgages, outstanding balances, and fees assessed to 

the borrower; and 

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(iii) measures to ensure that Loss Mitigation, loan foreclosure, and 

modification staffs have sufficient and timely access to information provided by the borrower 

regarding loan foreclosure and modification activities; 

(c) testing the integrity and accuracy of the new or enhanced MIS to ensure that 

reports generated by the system provide necessary information for adequate monitoring and 

quality controls. 

ARTICLE IX

MORTGAGE SERVICING

(1) Within sixty (60) days of this Order, the Bank shall submit to the Deputy 

Comptroller and the Examiner-in-Charge an acceptable plan, along with a timeline for ensuring 

effective coordination of communications with borrowers, both oral and written, related to Loss 

Mitigation or loan modification and foreclosure activities: (i) to ensure that communications are 

timely and effective and are designed to avoid confusion to borrowers; (ii) to ensure continuity in 

the handling of borrowers’ loan files during the Loss Mitigation, loan modification, and 

foreclosure process by personnel knowledgeable about a specific borrower’s situation; (iii) to 

ensure reasonable and good faith efforts, consistent with applicable Legal Requirements, are 

engaged in Loss Mitigation and foreclosure prevention for delinquent loans, where appropriate; 

and (iv) to ensure that decisions concerning Loss Mitigation or loan modifications continue to be 

made and communicated in a timely fashion. Prior to submitting the plan, the Bank shall 

conduct a review to determine whether processes involving past due mortgage loans or 

foreclosures overlap in such a way that they may impair or impede a borrower’s efforts to 

effectively pursue a loan modification, and whether Bank employee compensation practices 

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discourage Loss Mitigation or loan modifications. The plan shall be implemented within one 

hundred twenty (120) days of this Order. Any corrective action timeframe that is in excess of 

one hundred twenty (120) days must be approved by the Examiner-in-Charge. The plan shall 

include, at a minimum: 

(a) measures to ensure that staff handling Loss Mitigation and loan modification 

requests routinely communicate and coordinate with staff processing the foreclosure on the 

borrower’s property; 

(b) appropriate deadlines for responses to borrower communications and requests 

for consideration of Loss Mitigation, including deadlines for decision-making on Loss Mitigation 

Activities, with the metrics established not being less responsive than the timelines in the HAMP 

program; 

(c) establishment of an easily accessible and reliable single point of contact for 

each borrower so that the borrower has access to an employee of the Bank to obtain information 

throughout the Loss Mitigation, loan modification, and foreclosure processes; 

(d) a requirement that written communications with the borrower identify such 

single point of contact along with one or more direct means of communication with the contact; 

(e) measures to ensure that the single point of contact has access to current 

information and personnel (in-house or third-party) sufficient to timely, accurately, and 

adequately inform the borrower of the current status of the Loss Mitigation, loan modification, 

and foreclosure activities; 

(f) measures to ensure that staff are trained specifically in handling mortgage 

delinquencies, Loss Mitigation, and loan modifications; 

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(g) procedures and controls to ensure that a final decision regarding a borrower’s 

loan modification request (whether on a trial or permanent basis) is made and communicated to 

the borrower in writing, including the reason(s) why the borrower did not qualify for the trial or 

permanent modification (including the net present value calculations utilized by the Bank, if 

applicable) by the single point of contact within a reasonable period of time before any 

foreclosure sale occurs; 

(h) procedures and controls to ensure that when the borrower’s loan has been 

approved for modification on a trial or permanent basis that: (i) no foreclosure or further legal 

action predicate to foreclosure occurs, unless the borrower is deemed in default on the terms of 

the trial or permanent modification; and (ii) the single point of contact remains available to the 

borrower and continues to be referenced on all written communications with the borrower; 

(i) policies and procedures to enable borrowers to make complaints regarding the 

Loss Mitigation or modification process, denial of modification requests, the foreclosure process, 

or foreclosure activities which prevent a borrower from pursuing Loss Mitigation or modification 

options, and a process for making borrowers aware of the complaint procedures; 

(j) procedures for the prompt review, escalation, and resolution of borrower 

complaints, including a process to communicate the results of the review to the borrower on a 

timely basis; 

(k) policies and procedures to ensure that payments are credited in a prompt and 

timely manner; that payments, including partial payments to the extent permissible under the 

terms of applicable legal instruments, are applied to scheduled principal, interest, and/or escrow 

before fees, and that any misapplication of borrower funds is corrected in a prompt and timely 

manner; 

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(l) policies and procedures to ensure that timely information about Loss 

Mitigation options is sent to the borrower in the event of a delinquency or default, including 

plain language notices about loan modification and the pendency of foreclosure proceedings; 

(m) policies and procedures to ensure that foreclosure, Loss Mitigation, and loan 

modification documents provided to borrowers and third parties are appropriately maintained 

and tracked, and that borrowers generally will not be required to resubmit the same documented 

information that has already been provided, and that borrowers are notified promptly of the need 

for additional information; and 

(n) policies and procedures to consider loan modifications or other Loss 

Mitigation Activities with respect to junior lien loans owned by the Bank, and to factor the risks 

associated with such junior lien loans into loan loss reserving practices, where the Bank services 

the associated first lien mortgage and becomes aware that such first lien mortgage is delinquent 

or has been modified. Such policies and procedures shall require the ongoing maintenance of 

appropriate loss reserves for junior lien mortgages owned by the Bank and the charge-off of such 

junior lien loans in accordance with FFIEC retail credit classification guidelines. 

ARTICLE X 

RISK ASSESSMENT AND RISK MANAGEMENT PLAN

(1) Within ninety (90) days of this Order, the Bank shall conduct a written, 

comprehensive assessment of the Bank’s risks in mortgage servicing operations, particularly in 

the areas of Loss Mitigation, foreclosure, and the administration and disposition of other real 

estate owned, including, but not limited to, operational, compliance, transaction, legal, and 

reputational risks. 

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(2) The Bank shall develop an acceptable plan to effectively manage or mitigate 

identified risks on an ongoing basis, with oversight by the Bank’s senior risk managers, senior 

management, and the Board. The assessment and plan shall be provided to the Deputy 

Comptroller and the Examiner-in-Charge within one hundred twenty (120) days of this Order. 

ARTICLE XI 

APPROVAL, IMPLEMENTATION AND REPORTS

(1) The Bank shall submit the written plans, programs, policies, and procedures required 

by this Order for review and determination of no supervisory objection to the Deputy 

Comptroller and the Examiner-in-Charge within the applicable time periods set forth in Articles 

II through X. The Bank shall adopt the plans, programs, policies, and procedures required by 

this Order upon submission to the OCC, and shall immediately make any revisions requested by 

the Deputy Comptroller or the Examiner-in-Charge. Upon adoption, the Bank shall immediately 

implement the plans, programs, policies, and procedures required by this Order and thereafter 

fully comply with them. 

(2) During the term of this Order, the required plans, programs, policies, and procedures 

shall not be amended or rescinded in any material respect without the prior written approval of 

the Deputy Comptroller or the Examiner-in-Charge (except as otherwise provided in this Order). 

(3) During the term of this Order, the Bank shall revise the required plans, programs, 

policies, and procedures as necessary to incorporate new or changes to applicable Legal 

Requirements and supervisory guidelines. 

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(4) The Board shall ensure that the Bank has processes, personnel, and control systems 

to ensure implementation of and adherence to the plans, programs, policies, and procedures 

required by this Order. 

(5) Within thirty (30) days after the end of each calendar quarter following the date of 

this Order, the Bank shall submit to the OCC a written progress report detailing the form and 

manner of all actions taken to secure compliance with the provisions of this Order and the results 

thereof. The progress report shall include information sufficient to validate compliance with this 

Order, based on a testing program acceptable to the OCC that includes, if required by the OCC, 

validation by third-party independent consultants acceptable to the OCC. The OCC may, in 

writing, discontinue the requirement for progress reports or modify the reporting schedule. 

(6) All communication regarding this Order shall be sent to: 

(a) Vance S. Price 

 Deputy Comptroller 

Large Bank Supervision 

 Office of the Comptroller of the Currency 

250 E Street, SW

 Washington, DC 20219 

(b) Scott J. Wilson 

Examiner-in-Charge 

National Bank Examiners 

343 Sansome Street, Suite 1150 

MAC A0163-110 

San Francisco, CA, 94163-0101 

ARTICLE XII 

COMPLIANCE AND EXTENSIONS OF TIME

(1) If the Bank contends that compliance with any provision of this Order would not be 

feasible or legally permissible for the Bank, or requires an extension of any timeframe within this 

Order, the Board shall submit a written request to the Deputy Comptroller asking for relief. Any 

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written requests submitted pursuant to this Article shall include a statement setting forth in detail 

the special circumstances that prevent the Bank from complying with a provision, that require 

the Deputy Comptroller to exempt the Bank from a provision, or that require an extension of a 

timeframe within this Order. 

(2) All such requests shall be accompanied by relevant supporting documentation, and to 

the extent requested by the Deputy Comptroller, a sworn affidavit or affidavits setting forth any 

other facts upon which the Bank relies. The Deputy Comptroller's decision concerning a request 

is final and not subject to further review. 

ARTICLE XIII 

OTHER PROVISIONS

(1) Although this Order requires the Bank to submit certain actions, plans, programs, 

policies, and procedures for the review or prior written determination of no supervisory objection 

by the Deputy Comptroller or the Examiner-in-Charge, the Board has the ultimate responsibility 

for proper and sound management of the Bank. 

(2) In each instance in this Order in which the Board is required to ensure adherence to, 

and undertake to perform certain obligations of the Bank, it is intended to mean that the Board 

shall: 

(a) authorize and adopt such actions on behalf of the Bank as may be necessary 

for the Bank to perform its obligations and undertakings under the terms of this Order; 

(b) require the timely reporting by Bank management of such actions directed by 

the Board to be taken under the terms of this Order; 

(c) follow-up on any material non-compliance with such actions in a timely and 

appropriate manner; and 

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 (d) require corrective action be taken in a timely manner of any material noncompliance with such actions. 

(3) If, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities 

placed upon him by the several laws of the United States to undertake any action affecting the 

Bank, nothing in this Order shall in any way inhibit, estop, bar, or otherwise prevent the 

Comptroller from so doing. 

(4) This Order constitutes a settlement of the cease and desist proceeding against the 

Bank contemplated by the Comptroller, based on the unsafe or unsound practices described in 

the Comptroller’s Findings set forth in Article I of this Order. Provided, however, that nothing 

in this Order shall prevent the Comptroller from instituting other enforcement actions against the 

Bank or any of its institution-affiliated parties, including, without limitation, assessment of civil 

money penalties, based on the findings set forth in this Order, or any other findings. 

(5) This Order is and shall become effective upon its execution by the Comptroller, 

through his authorized representative whose hand appears below. The Order shall remain 

effective and enforceable, except to the extent that, and until such time as, any provision of this 

Order shall be amended, suspended, waived, or terminated in writing by the Comptroller. 

(6) Any time limitations imposed by this Order shall begin to run from the effective date 

of this Order, as shown below, unless the Order specifies otherwise. 

(7) The terms and provisions of this Order apply to the Bank and its subsidiaries, even 

though those subsidiaries are not named as parties to this Order. The Bank shall integrate any 

foreclosure or mortgage servicing activities done by a subsidiary into its plans, policies, 

programs, and processes required by this Order. The Bank shall ensure that its subsidiaries 

comply with all terms and provisions of this Order. 

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(8) This Order is intended to be, and shall be construed to be, a final order issued 

pursuant to 12 U.S.C. § 1818(b), and expressly does not form, and may not be construed to form, 

a contract binding the Comptroller or the United States. Nothing in this Order shall affect any 

action against the Bank or its institution-affiliated parties by a bank regulatory agency, the 

United States Department of Justice, or any other law enforcement agency, to the extent 

permitted under applicable law. 

(9) The terms of this Order, including this paragraph, are not subject to amendment or 

modification by any extraneous expression, prior agreements, or prior arrangements between the 

parties, whether oral or written. 

(10) Nothing in the Stipulation and Consent or this Order, express or implied, shall give 

to any person or entity, other than the parties hereto, and their successors hereunder, any benefit 

or any legal or equitable right, remedy or claim under the Stipulation and Consent or this Order. 

(11) The Bank consents to the issuance of this Order before the filing of any notices, or 

taking of any testimony or adjudication, and solely for the purpose of settling this matter without 

a formal proceeding being filed. 

IT IS SO ORDERED, this 13th day of April, 2011. 

__/s/________________ 

Vance S. Price 

Deputy Comptroller 

Large Bank Supervision 

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UNITED STATES OF AMERICA 

DEPARTMENT OF THE TREASURY 

COMPTROLLER OF THE CURRENCY 

) 

In the Matter of: ) 

Wells Fargo Bank, N.A. ) AA-EC-11-19 

Sioux Falls, South Dakota ) 

) 

STIPULATION AND CONSENT TO THE ISSUANCE 

OF A CONSENT ORDER 

The Comptroller of the Currency of the United States of America (“Comptroller”) 

intends to impose a cease and desist order on Wells Fargo Bank, N.A., Sioux Falls, South 

Dakota (“Bank”) pursuant to 12 U.S.C. § 1818(b), for unsafe or unsound banking 

practices relating to mortgage servicing and the initiation and handling of foreclosure 

proceedings. 

The Bank, in the interest of compliance and cooperation, enters into this 

Stipulation and Consent to the Issuance of a Consent Order (“Stipulation”) and consents 

to the issuance of a Consent Order, dated April 13, 2011 (“Consent Order”); 

In consideration of the above premises, the Comptroller, through his authorized 

representative, and the Bank, through its duly elected and acting Board of Directors, 

stipulate and agree to the following: 

ARTICLE I

JURISDICTION 

(1) The Bank is a national banking association chartered and examined by the 

Comptroller pursuant to the National Bank Act of 1864, as amended, 12 U.S.C. § 1 et

seq. 

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(2) The Comptroller is “the appropriate Federal banking agency” regarding 

the Bank pursuant to 12 U.S.C. §§ 1813(q) and 1818(b). 

(3) The Bank is an “insured depository institution” within the meaning of 

12 U.S.C. § 1818(b)(1). 

(4) For the purposes of, and within the meaning of 12 C.F.R. §§ 5.3(g)(4), 

5.51(c)(6), and 24.2(e)(4), this Consent Order shall not be construed to be a “cease and 

desist order” or “consent order”, unless the OCC informs the Bank otherwise. 

ARTICLE II

AGREEMENT 

(1) The Bank, without admitting or denying any wrongdoing, consents and 

agrees to issuance of the Consent Order by the Comptroller. 

(2) The Bank consents and agrees that the Consent Order shall (a) be deemed 

an “order issued with the consent of the depository institution” pursuant to 12 U.S.C. 

§ 1818(h)(2), (b) become effective upon its execution by the Comptroller through his 

authorized representative, and (c) be fully enforceable by the Comptroller pursuant to 

12 U.S.C. § 1818(i). 

(3) Notwithstanding the absence of mutuality of obligation, or of 

consideration, or of a contract, the Comptroller may enforce any of the commitments or 

obligations herein undertaken by the Bank under his supervisory powers, including 12 

U.S.C. § 1818(i), and not as a matter of contract law. The Bank expressly acknowledges 

that neither the Bank nor the Comptroller has any intention to enter into a contract. 

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(4) The Bank declares that no separate promise or inducement of any kind has 

been made by the Comptroller, or by his agents or employees, to cause or induce the 

Bank to consent to the issuance of the Consent Order and/or execute the Consent Order. 

(5) The Bank expressly acknowledges that no officer or employee of the 

Comptroller has statutory or other authority to bind the United States, the United States 

Treasury Department, the Comptroller, or any other federal bank regulatory agency or 

entity, or any officer or employee of any of those entities to a contract affecting the 

Comptroller’s exercise of his supervisory responsibilities. 

(6) The OCC releases and discharges the Bank from all potential liability for a 

cease and desist order that has been or might have been asserted by the OCC based on the 

banking practices described in the Comptroller’s Findings set forth in Article I of the 

Consent Order, to the extent known to the OCC as of the effective date of the Consent 

Order. However, the banking practices alleged in Article I of the Consent Order may be 

utilized by the OCC in other future enforcement actions against the Bank or its 

institution-affiliated parties, including, without limitation, to assess civil money penalties 

or to establish a pattern or practice of violations or the continuation of a pattern or 

practice of violations. This release shall not preclude or affect any right of the OCC to 

determine and ensure compliance with the terms and provisions of this Stipulation or the 

Consent Order. 

(7) The terms and provisions of the Stipulation and the Consent Order shall be 

binding upon, and inure to the benefit of, the parties hereto and their successors in 

interest. Nothing in this Stipulation or the Consent Order, express or implied, shall give 

to any person or entity, other than the parties hereto, and their successors hereunder, any 

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benefit or any legal or equitable right, remedy or claim under this Stipulation or the 

Consent Order. 

ARTICLE III 

WAIVERS 

(1) The Bank, by consenting to this Stipulation, waives: 

(a) the issuance of a Notice of Charges pursuant to 12 U.S.C. 

§ 1818(b); 

(b) any and all procedural rights available in connection with the 

issuance of the Consent Order; 

(c) all rights to a hearing and a final agency decision pursuant to 12 

U.S.C. §§ 1818(b) and (h), 12 C.F.R. Part 19; 

(d) all rights to seek any type of administrative or judicial review of 

the Consent Order; 

(e) any and all claims for fees, costs or expenses against the 

Comptroller, or any of his agents or employees, related in any way to this enforcement 

matter or this Consent Order, whether arising under common law or under the terms of 

any statute, including, but not limited to, the Equal Access to Justice Act, 5 U.S.C. § 504 

and 28 U.S.C. § 2412; and 

(f) any and all rights to challenge or contest the validity of the 

Consent Order. 

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ARTICLE IV

OTHER PROVISIONS

(1) The provisions of this Stipulation shall not inhibit, estop, bar, or otherwise 

prevent the Comptroller from taking any other action affecting the Bank if, at any time, it 

deems it appropriate to do so to fulfill the responsibilities placed upon it 

by the several laws of the United States of America. 

(2) Nothing in this Stipulation shall preclude any proceedings brought by the 

Comptroller to enforce the terms of this Consent Order, and nothing in this Stipulation 

constitutes, nor shall the Bank contend that it constitutes, a waiver of any right, power, or 

authority of any other representative of the United States or an agency thereof, including, 

without limitation, the United States Department of Justice, to bring other actions deemed 

appropriate. 

(3) The terms of the Stipulation and the Consent Order are not subject to 

amendment or modification by any extraneous expression, prior agreements or prior 

arrangements between the parties, whether oral or written. 

IN TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller as 

his representative, has hereunto set his hand on behalf of the Comptroller. 

/s/ April 13, 2011 

Vance S. Price Date 

Deputy Comptroller 

Large Bank Supervision 

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IN TESTIMONY WHEREOF, the undersigned, as the duly elected and acting 

Board of Directors of the Bank, have hereunto set their hands on behalf of the Bank. 

__/s/________________ __3.31.11____________ 

David A. Hoyt Date 

__/s/________________ __3.31.11____________ 

Michael J. Loughlin Date 

__/s/________________ __3/31/11____________ 

Mark C. Oman Date 

__/s/________________ ____________________ 

John G. Stumpf Date 

__/s/________________ __3.31.11____________ 

Carrie L. Tolstedt Date 

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Case: 1:20-cv-02402 Document #: 86-5 Filed: 05/12/22 Page 35 of 189 PageID #:960
2013 CONSENT ORDER 

Case: 1:20-cv-02402 Document #: 86-5 Filed: 05/12/22 Page 36 of 189 PageID #:961
#2013-132 

Amends #2011-051 

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The Comptroller of the Currency of the United States of America ("Comptroller") and 

Wells Fargo Bank, N.A., Sioux Falls, South Dakota ("Bank") hereby agree to the following 

modifications to Consent Order AA-EC-11-19 dated April 13, 2011 (“2011 Consent Order”). 

The Bank, by and through its duly elected and acting Board of Directors ("Board"), has executed 

a Stipulation and Consent to the Issuance of an Amendment to 2011 Consent Order 

(“Amendment to the Consent Order”), dated February 28, 2013 (“Stipulation”), which is 

accepted by the Comptroller and incorporated by reference herein. Article VII of the 2011 

Consent Order is hereby superseded by this Amendment to the Consent Order. This Amendment 

to the Consent Order, however, does not replace the other remaining Articles of the 2011 

Consent Order or the agreement by and between the Bank and the Office of the Comptroller of 

the Currency (“OCC”) dated February 27, 2012, both of which shall remain in effect without 

modification. 

WHEREAS, Article VII of the 2011 Consent Order required the Bank, among other 

things, to retain an independent consultant (the “IC”) to conduct an independent review of 

certain residential mortgage loan foreclosure actions or proceedings for borrowers who had a 

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pending or completed foreclosure on their primary residence any time from January 1, 2009 to 

December 31, 2010 (the “In-Scope Borrower Population”), the purposes of which were set forth 

in paragraph 3 of Article VII of the 2011 Consent Order (the “Independent Foreclosure 

Review”); 

WHEREAS, the Bank has taken steps to comply with its obligations under Article VII of 

the 2011 Consent Order; 

WHEREAS, in the interest of providing the greatest benefit to borrowers potentially 

affected by the practices at the Bank addressed in the 2011 Consent Order in a more timely 

manner than would have occurred under the Independent Foreclosure Review, the Office of the 

Comptroller of the Currency (the “OCC”), the Board of Governors of the Federal Reserve 

System (the “Board of Governors”), the Bank, and several other financial institutions with 

mortgage loan servicing operations (collectively referred to as the “Participating Servicers”) 

have agreed to amend their respective 2011 Consent Orders; 

WHEREAS, the OCC and the Bank intend that the Bank’s obligations under Article VII 

of the 2011 Consent Order be replaced with the obligations specified in this Amendment to the 

Consent Order, and ordered pursuant to 12 U.S.C. § 1818(b), which include the Bank: (i) making 

a cash payment in the amount specified herein to a Qualified Settlement Fund for distribution to 

the In-Scope Borrower Population in accordance with a distribution plan developed by the OCC 

and Board of Governors in their discretion; and (ii) taking other loss mitigation or other 

foreclosure prevention actions in the amount specified herein; 

WHEREAS, the amount of any payments to borrowers made pursuant to this 

Amendment to the Consent Order do not in any manner reflect specific financial injury or harm 

that may have been suffered by borrowers receiving payments, except as expressly provided for 

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in this Amendment to the Consent Order, nor do the payments constitute either an admission or a 

denial by the Bank of wrongdoing or a civil money penalty under 12 U.S.C. § 1818(i); 

Pursuant to the authority vested in him by the Federal Deposit Insurance Act, as 

amended, 12 U.S.C. §1818(b), the Comptroller hereb\ORDERS that: 

ARTICLE I 

QUALIFIED SETTLEMENT FUND AND PAYING AGENT 

(1) Within (15) days of this Amendment to the Consent Order, the Bank (and/or its 

parent, affiliate, or subsidiary subject to an Amendment to the April 13, 2011 Consent Order of 

the Board of Governors) will make a cash payment of $765,823,531.00 into a Qualified 

Settlement Fund (the “Fund”) from which payments to the In-Scope Borrower Population, which 

are borrowers who had a pending or completed foreclosure on their primary residence any time 

from January 1, 2009 to December 31, 2010, will be made pursuant to a distribution plan 

developed by the OCC and the Board of Governors (collectively the “Regulators”) in their 

discretion. 

(2) Prior to the Bank’s cash payment into the Fund required under Paragraph (1) 

above, the Bank, in coordination with the other Participating Servicers, shall ensure that the Fund 

is established. The Fund shall be established and is intended to be treated at all times as a 

Qualified Settlement Fund within the meaning of Treas. Reg. § 1.468B-1, 26 C.F.R. § 1.468B-1. 

Rust Consulting, Inc. (the “Paying Agent”) has been retained by the Participating Servicers for 

the purpose of distributing payments as directed by the Regulators from the Fund to the 

Participating Servicers’ In-Scope Borrower Population and shall serve as the “administrator” at 

the direction of the Regulators within the meaning of Treas. Reg. § 1.468B-2(k)(3), 26 C.F.R. § 

1.468B-2(k)(3). The agreements pursuant to which the Participating Servicers retain the Paying 

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Agent shall be subject to prior no objection from the Regulators, and the agreements shall not be 

amended or modified without obtaining a prior no objection from the Regulators. The Bank will 

be responsible for its proportionate share, amongst the Participating Servicers, of all 

administrative costs related to the Fund and the Paying Agent. The Bank may not use any funds 

from its payment into the Fund or interest accrued on amounts in the Fund for such costs. 

ARTICLE II 

BORROWER WATERFALL, REGULATOR VERIFICATION 

AND DISTRUBUTION PLAN 

(1) Pursuant to this Amendment to the Consent Order, the Bank shall promptly place 

the In-Scope Borrower Population into categories based upon loan file characteristics as 

determined by the Regulators (the “Borrower Waterfall”). 

(2) The OCC will review and validate the Bank’s placement of its In-Scope Borrower 

Population into the Borrower Waterfall. Upon verification by the OCC, the OCC will instruct 

the Bank to provide the Paying Agent with the Bank’s placement of its In-Scope Borrower 

Population within the Borrower Waterfall, and at that time the Bank’s placement of its In-Scope 

Borrower Population within the Borrower Waterfall shall be deemed final. 

(3) The Regulators will determine the specific payment amounts applicable to each 

category of borrower within the Borrower Waterfall in their sole discretion (the “Distribution 

Plan”) and will direct the Paying Agent to distribute payments from the Fund to the In-Scope 

Borrower Population in accordance with the Distribution Plan established by the Regulators. 

(4) With respect to reviews involving borrowers in the In-Scope Borrower Population 

who may have been entitled to protection under Sections 521 or 533 of the Servicemembers’ 

Civil Relief Act, (the “SCRA”), 50 U.S.C. App. §§ 521 or 533, and borrowers who may not have 

been in default during the foreclosure process, the Bank shall either: (a) place the borrower into 

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the applicable category within the Borrower Waterfall, which will result in the borrower 

automatically receiving payments made from the Fund in accordance with the Distribution Plan 

for such category; or (b) instruct the Bank’s IC to complete file reviews for such borrowers to 

determine financial injury related to Sections 521 or 533 or to not being in default. For files 

reviewed under (b), the borrower will receive payments from the Fund in amounts specified in 

the June 21, 2012 Financial Remediation Framework where the IC makes a determination of 

“harm.” For files reviewed under (b) where the IC makes a determination of “no harm,” the 

Bank will place the borrower into the next highest Borrower Waterfall category for which such 

borrower is eligible, which will result in the borrower receiving payment from the Fund in 

accordance with the Distribution Plan for such category. 

(5) With respect to the borrowers in the In-Scope Borrower Population who may have 

been subject to interest rate protections under Section 527 of the SCRA, 50 U.S.C. App. § 527, 

as part of the Borrower Waterfall placement, the Bank shall either: (a) place the borrower into 

the highest category within the Borrower Waterfall for which the borrower is eligible, which will 

result in the borrower automatically receiving payments made from the Fund in accordance with 

the Distribution Plan for such category; or (b) instruct the IC to complete file reviews for such 

borrowers to determine financial injury related Section 527. For files reviewed under (b), the 

borrower will receive payments from the Fund, as calculated pursuant to the methodology 

outlined in Department of Justice (“DOJ”)/Department of Housing and Urban Development 

(“HUD”) National Mortgage Settlement (“NMS”) Exhibit H (Consent Judgment entered April 4, 

2012), where the IC makes a determination of “harm.” For files reviewed under (b) where the IC 

makes a determination of “no harm,” the Bank will place the borrower into the next highest 

Borrower Waterfall category for which such borrower is eligible, which will result in the 

5 

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borrower receiving payment from the Fund in accordance with the Distribution Plan for such 

category. 

(6) If the Bank elects to have the IC continue file review work as described in 

Paragraphs (4) or (5) above, the IC review work for such files must be completed prior to the 

OCC’s verification of the Borrower Waterfall. If the IC review work is not complete by such 

time, the OCC may direct payments from the Fund to such borrowers in accordance with the 

Distribution Plan for the highest category for which such borrower is eligible. 

ARTICLE III 

IC REPORTS AND OCC ACCESS TO IFR INFORMATION 

(1) Within three (3) days of the effective date of this Amendment to the Consent 

Order, the Bank shall confirm that its IC has provided the OCC with the most recent data 

report(s) previously provided to the Bank’s board or appropriate board committee(s). Within 

three (3) days of the effective date of this Amendment to the Consent Order, the Bank shall 

confirm that its IC has completed and provided to the OCC the additional reporting as specified 

by the OCC with information as of December 31, 2012. The Bank shall also take all reasonable 

steps to cause its IC to provide any existing information, as requested by the OCC, to assist the 

OCC in its analysis and public reporting of Independent Foreclosure Review related activities. 

(2) Consistent with existing examination authority under 12 U.S.C. § 481, the OCC 

maintains the right to obtain and access all existing material, information, records and/or files 

used or generated by the Bank, the Bank’s IC, and Independent Counsel for the IC, in connection 

with the 2011 Consent Order Article VII work and this Amendment to the Consent Order. 

6 

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ARTICLE IV 

FORECLOSURE PREVENTION 

(1) By no later than January 7, 2015, the Bank shall provide loss mitigation or other 

foreclosure prevention actions (“Foreclosure Prevention”) in the amount of $1,225,317,650.00. 

The Bank’s Foreclosure Prevention actions shall be in addition to, and shall not be used to fulfill, 

the Bank’s consumer relief obligations under the NMS. 

(2) Well structured loss mitigation actions should focus on foreclosure prevention, 

which should typically result in benefitting the borrower. While the Bank’s actions may be 

affected by existing investor requirements, the Bank’s foreclosure prevention actions should 

reflect the following guiding principles: 

(a) preference should be given to activities designed to keep the borrower in 

the home; 

(b) foreclosure prevention actions should emphasize affordable, sustainable, 

and meaningful home preservation actions for qualified borrowers; 

(c) foreclosure prevention actions should otherwise provide significant and 

meaningful relief or assistance to qualified borrowers; and 

(d) foreclosure prevention actions should not disfavor a specific geography 

within or among states, nor disfavor low and/or moderate income borrowers, and 

not discriminate against any protected class of borrowers. 

(3) The Bank shall receive credit for the following Foreclosure Prevention actions set 

forth in the NMS: (a) first lien modifications; (b) second lien modifications; and (c) short 

sales/deeds-in-lieu of foreclosure, using the types of creditable activity set forth in the NMS, 

provided that crediting for purposes of this Amendment to the Consent Order will be based on 

7 

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the unpaid principal balance of the loan. For purposes of this Amendment to the Consent Order, 

there are no maximum or minimum restrictions on the amount of any particular activity that is 

creditable. 

(4) The Bank may also receive credit for other Foreclosure Prevention actions, 

subject to no objection from the OCC, including: 

(a) interest rate modifications; 

(b) deficiency waivers (measured by the amount of deficiency judgment 

credited at $.10 for every dollar); 

(c) other Foreclosure Prevention activities (measured by amounts incurred as 

owing to investors for such activities and including credit on the Bank’s or its 

affiliates’ loans held-for-investment calculated using the note rate methodology as 

used by the Government-Sponsored Enterprises); 

(d) additional Foreclosure Prevention actions that are not expressly specified 

in this Article; 

(e) the provision of additional cash payments to the Fund (measured as $7 to 

$10 of credit for each $1 cash commitment); and 

(f) the provision of cash or other resource commitments to borrower 

counseling or education (measured as $7 to $10 of credit for each $1 cash 

commitment). 

(5) To the extent practicable, and without prejudice to overall portfolio management, 

the Bank will attempt to prioritize Foreclosure Prevention actions for the benefit of the In-Scope 

Borrower Population. However, all creditable actions benefiting borrowers in the portfolio of 

the Bank or its affiliates, whether or not in the In-Scope Borrower Population and whether held8 

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for-investment or serviced-for-others, will be eligible for credit towards the Bank’s Foreclosure 

Prevention actions; provided, that the creditable activity occurs on or after January 7, 2013. 

Additionally, creditable Foreclosure Prevention actions undertaken by the Bank’s parent, 

affiliate, or subsidiary also subject to an Amendment to the April 13, 2011 Consent Order of the 

Board Governors shall operate to satisfy the requirements under this Article. 

(6) By May 15, 2013, the Bank shall submit to the OCC a report, in a form and 

manner acceptable to the OCC, that details the Foreclosure Prevention actions taken by the Bank 

through April 30, 2013 to fulfill its obligations under this Article and the amount of credit sought 

towards fulfilling those obligations. Thereafter, the Bank shall submit such report every fortyfive (45) days. Nothing herein shall require the Bank to report Foreclosure Prevention Actions 

taken during a particular prior period for which the Bank may in the future seek credit or prohibit 

the Bank from seeking credit for the Foreclosure Prevention actions taken by the bank during a 

later reporting period. Additionally, the Bank shall document its efforts to prioritize the InScope Borrower Population when considering creditable Foreclosure Prevention actions. 

ARTICLE V 

RELEASES 

(1) In recognition of the Bank’s cash payments of $765,823,531.00 to the Fund and 

Foreclosure Prevention commitments made pursuant to this Amendment to the Consent Order, 

under 12 U.S.C. § 1818(b), the Comptroller will not assess a civil money penalty, under 12 

U.S.C. § 1818(i), or initiate any further enforcement actions against the Bank or its subsidiaries 

or affiliates, including for remedies available pursuant to 12 U.S.C. § 1818(b), with respect to: 

(a) the findings contained in Article I of the 2011 Consent Order; (b) the matters addressed in 

Article VII of the 2011 Consent Order (including matters relating to the work or findings of the 

9 

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IC or IC counsel under the IFR); and (c) any other past mortgage servicing and foreclosurerelated practices that are addressed by the 2011 Consent Order through the execution date of this 

Amendment to the Consent Order, provided that the terms of this Amendment to the Consent 

Order are satisfied. 

(2) Notwithstanding any other terms of this Amendment to the Consent Order, the 

Comptroller specifically reserves and does not release the following: 

(a) any right to institute an enforcement action for violations of the Articles 

contained in the 2011 Consent Order, outside of Article VII of the 2011 Consent 

Order; 

(b) any and all claims based upon acts or omissions subsequent to the 

effective date of this Amendment to the Consent Order; 

(c) any and all claims based upon the origination of a residential mortgage 

loan, or the sale or transfer of a mortgage, security, or whole loan, whether legal 

or equitable, to, into, or for the benefit of a mortgage-backed security, trust, or 

special interest entity, including but not limited to mortgage loan securitizations 

and whole loan sales to such entities, except for any and all claims addressed in 

Paragraph (1) above; 

(d) any liability arising under the Fair Housing Act, 42 U.S.C. §§ 3601, et 

seq., or any other statute or law that prohibits discrimination of persons based on 

race, color, national origin, gender, disability, or any other protected status, 

including the non-discrimination provisions of the Equal Credit Opportunity Act, 

15 U.S.C. §§ 1691, et seq., or under the Federal Trade Commission Act, 15 

10 

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U.S.C. §§ 41, et seq., or any other statute or law that prohibits unfair or deceptive 

practices; 

(e) any and all claims against individuals, including current and former 

employees, agents, officers, directors, or contractors of the Bank; and 

(f) any and all actions to enforce the terms and conditions of this Amendment 

to the Consent Order. 

(3) In no event shall the Bank request or require any borrower to execute a waiver of 

any claims against the Bank (including any agent of the Bank) in connection with any payment 

or Foreclosure Prevention assistance pursuant to this Amendment to the Consent Order. 

However, nothing herein shall operate to bar the Bank from asserting in the future in any 

separate litigation, or as part of a settlement related to the Bank’s foreclosure and servicing 

practices, any right that may exist under applicable law to offset the amounts received by a 

borrower through the distribution process set forth above. Nothing herein shall operate to amend 

or modify in any respect any preexisting settlement between the Bank or an affiliate thereof and 

a borrower in the In-Scope Borrower Population. 

ARTICLE VI 

EXTENSIONS AND COMMUNICATIONS 

(1) If the Bank contends that compliance with any provision of this Amendment to 

the Consent Order requires an exemption or any extension of any timeframe stated within this 

Amendment to the Consent Order, the Board shall submit a written request to the Deputy 

Comptroller asking for relief. Any written requests submitted pursuant to this Article shall 

include a statement setting forth in detail the special circumstances that prevent the Bank from 

complying with a provision of this Amendment to the Consent Order, that require the Deputy 

11 

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Comptroller to exempt the Bank from a provision of this Amendment to the Consent Order, or 

that require an extension of a timeframe within this Amendment to the Consent Order. The 

Deputy Comptroller's decision concerning a request is final and not subject to further review. 

(2) All communication regarding this Amendment to the Consent Order shall be sent 

to: 

(a) Deputy Comptroller for Large Bank Supervision 

Office of the Comptroller of the Currency 

400 7th Street, SW 

Washington, DC 20219 

(b) Examiner-in-Charge 

National Bank Examiners 

343 Sansome Street, Suite 1150 

 MAC A0163-110 

San Francisco, CA 94163-0101 

ARTICLE VII 

OTHER PROVISIONS 

(1) Notwithstanding the execution of this Amendment to the Consent Order, the 

remaining Articles of the 2011 Consent Order aside from Article VII of the 2011 Consent Order 

and the agreement by and between the Bank and the OCC dated February 27, 2012 remain in full 

force and effect. 

(2) If, at any time, the Comptroller deems it appropriate in fulfilling the 

responsibilities placed upon him by the several laws of the United States to undertake any action 

affecting the Bank, nothing in this Amendment to the Consent Order shall in any way inhibit, 

estop, bar, or otherwise prevent the Comptroller from so doing. 

(3) This Amendment to the Consent Order is and shall become effective upon its 

execution by the Comptroller, through his authorized representative whose hand appears below. 

This Amendment to the Consent Order shall remain effective and enforceable, except to the 

12 

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extent that, and until such time as, any provision of this Amendment to the Consent Order shall 

be amended, suspended, waived, or terminated in writing by the Comptroller. 

(4) Any time limitations imposed by this Amendment to the Consent Order shall 

begin to run from the effective date of this Amendment to the Consent Order, as shown below, 

unless the Amendment to the Consent Order specifies otherwise. 

(5) The terms and provisions of this Amendment to the Consent Order apply to the 

Bank and its subsidiaries, even though those subsidiaries are not named parties to this 

Amendment to the Consent Order. The Bank shall ensure that its subsidiaries comply with all 

terms and provisions of this Amendment to the Consent Order. 

(6) This Amendment to the Consent Order is intended to be, and shall be construed to 

be, a final order issued pursuant to 12 U.S.C. § 1818(b), and expressly does not form, and may 

not be construed to form, a contract binding the Comptroller or the United States. Nothing in 

this Amendment to the Consent Order shall affect any action against the Bank or its institutionaffiliated parties by another bank regulatory agency, the United States Department of Justice, or 

any other law enforcement agency, to the extent permitted under applicable law. 

(7) The terms of this Amendment to the Consent Order, including this paragraph, are 

not subject to amendment or modification by any extraneous expression, prior agreements, or 

prior arrangements between the parties, whether oral or written. 

(8) Nothing in the Stipulation or this Amendment to the Consent Order, express or 

implied, shall give to any person or entity, other than the parties hereto, and their successors 

hereunder, any benefit or any legal or equitable right, remedy or claim under the Stipulation or 

this Amendment to the Consent Order. 

13 

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____________________ 

IT IS SO ORDERED, this 28 day of February, 2013. 

/s/Morris R. Morgan 

Morris R. Morgan 

Deputy Comptroller 

Large Bank Supervision 

14 

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The Comptroller of the Currency of the United States of America (“Comptroller”) 

intends to amend the existing Consent Order, AA-EC-11-19, that was entered into 

between the Comptroller and Wells Fargo Bank, N.A., Sioux Falls, South Dakota 

("Bank") on April 13, 2011 (“2011 Consent Order”), pursuant to 12 U.S.C. § 1818(b). 

The Bank, in the interest of compliance and cooperation, enters into this 

Stipulation and Consent to the Issuance of an Amendment to the 2011 Consent Order 

(“Amendment to the Consent Order”), dated February 28, 2013 (“Stipulation”). 

In consideration of the above premises, the Comptroller, through his authorized 

representative, and the Bank, through its duly elected and acting Board of Directors, 

stipulate and agree to the following: 

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ARTICLE I 

JURISDICTION 

(1) The Bank is a national banking association chartered and examined by the 

Comptroller pursuant to the National Bank Act of 1864, as amended, 12 U.S.C. § 1 et 

seq. 

(2) The Comptroller is “the appropriate Federal banking agency” regarding 

the Bank pursuant to 12 U.S.C. §§ 1813(q) and 1818(b). 

(3) The Bank is an “insured depository institution” within the meaning of 

12 U.S.C. § 1818(b)(1). 

(4) For the purposes of, and within the meaning of 12 C.F.R. §§ 5.3(g)(4), 

5.51(c)(6), and 24.2(e)(4), the Amendment to the Consent Order shall not be construed to 

be a “cease and desist order” or “consent order,” unless the OCC informs the Bank 

otherwise. 

ARTICLE II 

AGREEMENT 

(1) The Bank, without admitting or denying any wrongdoing, consents and 

agrees to issuance of the Amendment to the Consent Order by the Comptroller. 

(2) The Bank consents and agrees that the Amendment to the Consent Order 

shall: (a) be deemed an “order issued with the consent of the depository institution” 

pursuant to 12 U.S.C. § 1818(h)(2); (b) become effective upon its execution by the 

Comptroller through his authorized representative; and (c) be fully enforceable by the 

Comptroller pursuant to 12 U.S.C. § 1818(i). 

2 

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(3) Notwithstanding the absence of mutuality of obligation, or of 

consideration, or of a contract, the Comptroller may enforce any of the commitments or 

obligations herein undertaken by the Bank under his supervisory powers, including 

12 U.S.C. § 1818(i), and not as a matter of contract law. The Bank expressly 

acknowledges that neither the Bank nor the Comptroller has any intention to enter into a 

contract. 

(4) The Bank declares that no separate promise or inducement of any kind has 

been made by the Comptroller, or by his agents or employees, to cause or induce the 

Bank to consent to the issuance of the Amendment to the Consent Order and/or execute 

the Amendment to the Consent Order. 

(5) The Bank expressly acknowledges that no officer or employee of the 

Comptroller has statutory or other authority to bind the United States, the United States 

Treasury Department, the Comptroller, or any other federal bank regulatory agency or 

entity, or any officer or employee of any of those entities to a contract affecting the 

Comptroller’s exercise of his supervisory responsibilities. 

(6) The terms and provisions of this Stipulation and the Amendment to the 

Consent Order shall be binding upon, and inure to the benefit of, the parties hereto and 

their successors in interest. Nothing in this Stipulation or the Amendment to the Consent 

Order, express or implied, shall give to any person or entity, other than the parties hereto, 

and their successors hereunder, any benefit or any legal or equitable right, remedy or 

claim under this Stipulation or the Amendment to the Consent Order. 

3 

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ARTICLE III 

WAIVERS 

(1) The Bank, by consenting to this Stipulation, waives: 

(a) any and all procedural rights available in connection with the 

issuance of the Amendment to the Consent Order; 

(b) all rights to a hearing and a final agency decision pursuant to 12 

U.S.C. §§ 1818(b) and (h), 12 C.F.R. Part 19; 

(c) all rights to seek any type of administrative or judicial review of 

the Amendment to the Consent Order; 

(d) any and all claims for fees, costs or expenses against the 

Comptroller, or any of his agents or employees, related in any way to this 

enforcement matter or the Amendment to the Consent Order, whether arising 

under common law or under the terms of any statute, including, but not limited to, 

the Equal Access to Justice Act, 5 U.S.C. § 504 and 28 U.S.C. § 2412; and 

(e) any and all rights to challenge or contest the validity of the 

Amendment to the Consent Order. 

ARTICLE IV 

OTHER PROVISIONS 

(1) The provisions of this Stipulation shall not inhibit, estop, bar, or otherwise 

prevent the Comptroller from taking any other action affecting the Bank if, at any time, it 

deems it appropriate to do so to fulfill the responsibilities placed upon it by the several 

laws of the United States of America. 

4 

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(2) Nothing in this Stipulation shall preclude any proceedings brought by the 

Comptroller to enforce the terms of the Amendment to the Consent Order, and nothing in 

this Stipulation constitutes, nor shall the Bank contend that it constitutes, a waiver of any 

right, power, or authority of any other representative of the United States or an agency 

thereof, including, without limitation, the United States Department of Justice, to bring 

other actions deemed appropriate. 

(3) The terms of this Stipulation and the Amendment to the Consent Order are 

not subject to amendment or modification by any extraneous expression, prior 

agreements or prior arrangements between the parties, whether oral or written. 

IN TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller as 

his representative, has hereunto set his hand on behalf of the Comptroller. 

/s/Morris R. Morgan February 28, 2013 

___________________ ___________ 

Morris R. Morgan Date 

Deputy Comptroller 

Large Bank Supervision 

5 

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__________________ _____________ 

__________________ _____________ 

__________________ _____________ 

__________________ _____________ 

__________________ _____________ 

__________________ _____________ 

__________________ _____________ 

IN TESTIMONY WHEREOF, the undersigned, as the duly elected and acting 

Board of Directors of the Bank, have hereunto set their hands on behalf of the Bank. 

/s/ 2/21/13 

__________________ _____________ 

Michael J. Heid Date 

/s/ 2/25/13 

David A. Hoyt Date 

/s/ 2/22/13 

Michael J. Loughlin Date 

/s/ 2/21/13 

Avid Modjtabai Date 

/s/ 2/21/13 

Timothy J. Sloan Date 

/s/ 2/20/13 

John G. Stumpf Date 

/s/ 2/21/13 

Carrie L. Tolstedt Date 

/s/ 2/20/13 

Nicholas G. Moore Date 

6 

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/s/ 2/25/13 

__________________ _____________ 

Philip J. Quigley Date 

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2015 CONSENT ORDER 

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1

#2015-067

Amends #2011-051 and #2013-132

UNITED STATES OF AMERICA 

DEPARTMENT OF THE TREASURY 

COMPTROLLER OF THE CURRENCY

In the Matter of: 

Wells Fargo Bank, N.A.

Sioux Falls, South Dakota 

)

)

)

)

)

 AMENDS AA-EC-11-19 

 and

 #2013-132

CONSENT ORDER AMENDING THE

2011 CONSENT ORDER and 2013 AMENDMENT TO THE 2011 CONSENT ORDER

The Comptroller of the Currency of the United States of America (“Comptroller”) and 

Wells Fargo Bank, National Association, Sioux Falls, South Dakota (“Bank”) hereby agree to 

amendments of Consent Order, AA-EC-11-19, dated April 13, 2011 (“2011 Consent Order”), 

and the Amendment to the 2011 Consent Order, dated February 28, 2013 (“2013 ACO”),

(collectively, the “Consent Order”).1

 The Bank, by and through its duly elected and acting 

Board of Directors (“Board”), has executed a Stipulation and Consent to the Issuance of an

Amendment to the Consent Order (“Amendment”), dated June 16, 2015 (“Stipulation”), which 

is accepted by the Comptroller and incorporated by reference herein. 

WHEREAS, the Bank has failed to comply with Articles II, III, IV, VIII and IX of the 

Consent Order. The fifteen (15) remaining actionable items of the ninety-eight (98) actionable 

items in the Consent Order are included in this Amendment; 

WHEREAS, the Bank is in continuing noncompliance with and in violation of the 

Consent Order, and continues to engage in unsafe and unsound practices;

1 The 2011 Consent Order remains in full force and effect, as amended herein.

 

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2

WHEREAS, upon execution of this Amendment, the OCC is placing the Bank under the 

following supervisory restrictions: (1) no execution of new contracts or the amendment or 

renewal of existing contracts beyond current loan volume specified in existing contracts for the 

acquisition, by the Bank, of residential mortgage servicing, residential mortgage servicing rights,

residential mortgage loans with servicing, or residential mortgage origination business entities

until termination of the Consent Order (this does not apply to originations or refinancings by the 

Bank, contracts for new residential mortgage loans through the Bank’s broker or correspondent 

channels, or other contractual relationships where the Bank does not ultimately service the loans,

and this is not intended to disrupt any of the Bank’s existing residential mortgage servicing

related contracts); (2) no execution of new contracts for the Bank to perform residential 

mortgage servicing for other parties until termination of the Consent Order; (3) no new 

residential mortgage servicing related activities may be outsourced or sub-serviced to other 

parties without prior OCC supervisory non-objection until termination of the Consent Order (this 

is not intended to disrupt any of the Bank’s existing residential mortgage servicing related 

contracts, outsourced activities, or obligations pursuant to legal settlement, nor prohibit new 

contracts to outsource activities that are currently outsourced); (4) no new off-shoring of 

residential mortgage servicing related activities until termination of the Consent Order; and (5) 

no new appointments of senior officers who have responsibility for residential mortgage 

servicing, residential mortgage servicing operations, residential mortgage servicing risk 

management, and residential mortgage servicing compliance without prior OCC supervisory 

non-objection until termination of the Consent Order;

WHEREAS, the OCC will also take additional supervisory and/or enforcement action, 

including possible civil money penalties, subject to all appropriate procedural processes, in 

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3

order to address the Bank’s overall noncompliance with the Consent Order, the nature and 

severity of which will reflect the nature, length and severity of the Bank’s continued 

noncompliance through final termination of the Consent Order;

WHEREAS, notwithstanding this Amendment, the OCC continues to retain oversight and 

jurisdiction of the Independent Foreclosure Review Qualified Settlement Fund 1 (“IFR QSF1”) 

established by the 2013 ACO for the administration of payments to borrowers of OCC regulated 

institutions until such time as the paying agent is directed to file a final return with the Internal 

Revenue Service (“IRS”) for IFR QSF1 and IFR QSF1 is thereafter terminated; and 

WHEREAS, the OCC has determined that uncashed payments to borrowers of OCC 

regulated institutions should remain available to such borrowers, or such borrowers’ rightful 

heirs, through the states’ escheatment processes, after IFR QSF1 is terminated. 

ARTICLE I

COMPTROLLER’S FINDINGS

(1) The Comptroller’s Findings under Article I of the Consent Order are hereby

incorporated in full. 

(2) The OCC has determined the Bank has failed to comply with Articles II, III, IV, 

VIII, and IX of the Consent Order. 

(3) The OCC has determined the Bank is in continuing noncompliance with and in 

violation of the Consent Order, and continues to engage in unsafe and unsound practices. 

(4) This Amendment includes the fifteen (15) remaining actionable items under the 

Consent Order and imposes business restrictions upon the Bank through termination of the 

Consent Order. 

Pursuant to the authority vested in him by the Federal Deposit Insurance Act, as 

amended, 12 U.S.C. §1818(b), the Comptroller hereby ORDERS that:

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4

ARTICLE II 

COMPLIANCE COMMITTEE

The provisions of Article II of the Consent Order are hereby revised as follows: 

(1) The Board shall continue to maintain a Compliance Committee of at least three 

(3) directors, of which at least two (2) are outside directors who are not executive officers of 

the Bank or its holding company as defined in 12 C.F.R. § 215.2(e)(1) of Regulation O. In 

the event of a change of the membership, the name of any new member shall be submitted to 

the Examiner-in-Charge for Large Bank Supervision at the Bank (“Examiner-in-Charge”).

The Compliance Committee shall be responsible for monitoring and coordinating the Bank’s

compliance with the provisions of this Amendment. The Compliance Committee shall meet at 

least monthly and maintain minutes of its meetings.

(2) Within thirty (30) days after the end of each quarter, the Compliance Committee 

shall submit a written progress report to the Board setting forth in detail actions taken to 

comply with each remaining article of the Consent Order, and the results and status of those 

actions.

(3) The Board shall forward a copy of the Compliance Committee’s report, with 

any additional comments by the Board, to the Examiner-in-Charge within ten (10) days of 

receiving such report.

ARTICLE III

COMPREHENSIVE ACTION PLAN

The provisions of Article III of the Consent Order are hereby revised as follows: 

(1) The Bank has submitted to the Examiner-in-Charge an update to its action plan 

containing a complete description of the actions that are necessary and appropriate to achieve

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5

compliance with Articles II, III, IV, VIII and IX of the Consent Order (the updated action plan 

and all previously accepted action plans and updates are collectively referred to as the 

“Revised Action Plan”). The Bank is required to execute all items contained within the 

Revised Action Plan. In the event the Deputy Comptroller of Large Bank Supervision 

(“Deputy Comptroller”) or the Examiner-in-Charge asks the Bank to further amend the 

Revised Action Plan, the Bank shall promptly make the requested revisions and resubmit the 

Revised Action Plan to the Examiner-in-Charge and the Bank shall not take any action that 

would constitute a significant deviation from, or material change to, the requirements of the 

Revised Action Plan, unless and until the Bank has received a prior written determination of no 

supervisory objection from the Deputy Comptroller or the Examiner-in-Charge.

(2) The Board shall ensure that the Bank achieves and thereafter maintains 

compliance with the Consent Order, including, without limitation, successful implementation 

of the Revised Action Plan. The Board shall further ensure that, upon implementation of the 

Revised Action Plan, the Bank achieves and maintains effective mortgage servicing, 

foreclosure, and Loss Mitigation activities (as defined in the 2011 Consent Order), as well as 

associated risk management, compliance, quality control, audit, training, staffing, and related 

functions. In order to comply with these requirements, the Board shall:

(a) require the timely reporting by Bank management of such actions directed 

by the Board to be taken under this Amendment;

(b) follow-up on any noncompliance with such actions in a timely and 

appropriate manner; and

(c) require corrective action be taken in a timely manner for any noncompliance 

with such actions.

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6

(3) The Revised Action Plan includes:

(a) all actions required to complete the remedial activities and validation of 

such actions to ensure compliance with the requirements of this Amendment;

(b) financial resources to develop and implement an adequate infrastructure to 

support and execute the Revised Action Plan;

(c) organizational structure, managerial resources, and staffing to support the 

remedial activities required by the Revised Action Plan; 

(d) metrics to measure and assess effectiveness of remedial action required by 

the Revised Action Plan; and

(e) governance and controls designed to comply with all Legal Requirements 

(as defined in the 2011 Consent Order), supervisory guidance, and the 

requirements of this Amendment.

(4) The Revised Action Plan specifies timelines for completion of each of the 

requirements of Articles II, III, IV, VIII, and IX of the Consent Order. The timelines in the 

Revised Action Plan shall be consistent with any deadlines set forth in this Amendment.

ARTICLE IV

COMPLIANCE PROGRAM

(1) The Bank has demonstrated compliance with all of the requirements of Article 

IV of the Consent Order except for the following provisions, which remain in noncompliance:

(a) the Bank shall implement its Revised Action Plan and ensure its 

compliance program, at a minimum, includes:

(i) processes to ensure that all factual assertions made in pleadings, 

declarations, affidavits, or other sworn statements filed by or on behalf 

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7

of the Bank are accurate, complete, timely, and reliable; and that 

affidavits and declarations are based on personal knowledge or a review 

of the Bank's books and records when the affidavit or declaration so 

states;

(ii) processes to ensure that a clear and auditable trail exists for all 

factual information contained in each affidavit or declaration, in support 

of each of the charges that are listed, including whether the amount is 

chargeable to the borrower and/or claimable by the investor;

(iii) processes to ensure that all fees, expenses, and other charges 

imposed on the borrower are assessed in accordance with the terms of 

the underlying mortgage note, mortgage, or other customer authorization 

with respect to the imposition of fees, charges, and expenses, and 

designed to comply with all applicable Legal Requirements and OCC 

supervisory guidance;

(iv) ongoing testing for compliance with applicable Legal Requirements 

and OCC supervisory guidance that is completed by qualified persons 

with requisite knowledge and ability (which may include internal audit) 

who are independent of the Bank’s business lines;

(v) measures to ensure that policies, procedures, and processes are 

updated on an ongoing basis as necessary to incorporate any changes in 

applicable Legal Requirements and OCC supervisory guidance;

(vi) processes to ensure that the risk management, quality control, audit, 

and compliance programs have the requisite authority and status within

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8

the organization so that appropriate reviews of the Bank’s mortgage 

servicing, Loss Mitigation, and foreclosure activities and operations may 

occur and deficiencies are identified and promptly remedied;

and

(vii) appropriate procedures for customers in bankruptcy, including a 

prohibition on collection of fees in violation of bankruptcy’s automatic 

stay (11 U.S.C. § 362), the discharge injunction (11 U.S.C. § 524), or 

any applicable court order.

ARTICLE V

THIRD PARTY MANAGEMENT

(1) The OCC has determined the Bank has demonstrated compliance with Article V 

of the Consent Order.

ARTICLE VI

MORTGAGE ELECTRONIC REGISTRATION SYSTEM

(1) The OCC has determined the Bank has demonstrated compliance with Article 

VI of the Consent Order.

ARTICLE VII

FORECLOSURE REVIEW

(1) Article VII of the 2011 Consent Order was superseded by the 2013 ACO. 

(2) The OCC has determined the Bank has demonstrated compliance with the 

requirements of the 2013 ACO.

ARTICLE VIII

MANAGEMENT INFORMATION SYSTEMS

(1) The Bank has demonstrated compliance with all of the requirements of Article 

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9

VIII of the Consent Order except for the following provisions, which remain in 

noncompliance:

(a) the Bank shall implement its Revised Action Plan and ensure its 

management information systems (“MIS”) for foreclosure and Loss Mitigation 

(as defined in the 2011 Consent Order) or loan modification activities provide 

timely delivery of complete and accurate information to permit effective 

decision-making, and include, at a minimum: testing the integrity and accuracy 

of the new or enhanced MIS to ensure that reports generated by the system

provide necessary information for adequate monitoring and quality controls.

ARTICLE IX

MORTGAGE SERVICING

(1) The Bank has demonstrated compliance with all of the requirements of Article 

IX of the Consent Order except for the following provisions, which remain in noncompliance:

(a) the Bank shall implement its Revised Action Plan and ensure effective 

coordination of communications with borrowers, both oral and written, related 

to Loss Mitigation or loan modification and foreclosure activities, including, at 

a minimum:

(i) reasonable and good faith efforts, consistent with applicable Legal 

Requirements, are engaged in Loss Mitigation and foreclosure 

prevention for delinquent loans, where appropriate;

(ii) expansion of the single point of contact program so that each 

borrower has access to an employee of the Bank to obtain information 

throughout the Loss Mitigation, loan modification, and foreclosure 

processes; and

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(iii) a requirement that written communications with the borrower 

identify such single point of contact along with one or more direct 

means of communication with the contact.

ARTICLE X

RISK ASSESSMENT AND RISK MANAGEMENT PLAN

(1) The OCC has determined the Bank has demonstrated compliance with Article X 

of the Consent Order.

ARTICLE XI

APPROVAL, IMPLEMENTATION AND REPORTS

The provisions of Article XI of the Consent Order are hereby revised as follows: 

(1) The Bank shall submit any revised plans required by this Amendment for 

review to the Examiner-in-Charge determination of no supervisory objection by the Deputy 

Comptroller or the Examiner-in-Charge. The Bank shall adopt and implement the revised 

plans upon submission to the OCC, and shall immediately modify its plans in accordance with 

any revisions directed by the Deputy Comptroller or the Examiner-in-Charge. 

(2) Any determination of no supervisory objection to the Revised Action Plan does 

not constitute an extension of the compliance deadlines for previously approved plans 

submitted pursuant to the Consent Order. 

(3) Following the issuance of this Amendment, the Bank shall not amend or deviate 

from the revised plans in any material respect without the prior written approval of the Deputy 

Comptroller or the Examiner-in-Charge (except as otherwise provided in this Amendment).

(4) Following the issuance of this Amendment, the Bank shall further revise the 

plans as necessary to incorporate new or changes to applicable Legal Requirements and 

supervisory guidelines.

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(5) The Board shall ensure that the Bank has processes, personnel, and control 

systems to ensure implementation of and adherence to the revised plans required by this 

Amendment.

(6) Within forty (40) days after the end of each calendar quarter following the 

issuance of this Amendment, the Bank shall submit to the OCC a written progress report 

detailing the form and manner of all actions taken to secure compliance with the provisions of

this Amendment and the results thereof. The progress report shall include information 

sufficient to validate compliance with the Consent Order, based on a testing program

acceptable to the OCC that includes, if required by the OCC, validation by third-party

independent consultants acceptable to the OCC. The OCC may, in writing, discontinue the 

requirement for progress reports or modify the reporting schedule.

(7) All communication regarding the Consent Order shall be sent to:

Bradley Linskens

Examiner-in-Charge 

National Bank Examiners

343 Sansome Street, Suite 1150

MAC A0163-110

San Francisco, CA, 94163-0101

ARTICLE XII

COMPLIANCE AND EXTENSIONS OF TIME

The provisions of Article XII of the Consent Order are hereby revised as follows:

(1) If the Bank contends that compliance with any provision of the Consent Order 

would not be feasible or legally permissible for the Bank, or requires an extension of any 

timeframe within this Amendment, the Board shall submit a written request to the Deputy 

Comptroller asking for relief. Any written requests submitted pursuant to this Article shall 

include a statement setting forth in detail the special circumstances that prevent the Bank from

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12

complying with a provision, that require the Deputy Comptroller to exempt the Bank from a 

provision, or that require an extension of a timeframe within this Amendment.

(2) All such requests shall be accompanied by relevant supporting documentation, 

and to the extent requested by the Deputy Comptroller, a sworn affidavit or affidavits setting 

forth any other facts upon which the Bank relies. The Deputy Comptroller's decision 

concerning a request is final and not subject to further review.

ARTICLE XIII

OTHER PROVISIONS

The provisions of Article XIII of the Consent Order are hereby revised as follows:

 (1) The Bank is in continuing noncompliance with and in violation of the Consent 

Order, and continues to engage in unsafe and unsound practices.

 (2) The OCC will take additional supervisory and/or enforcement action, including 

possible civil money penalties, subject to all appropriate procedural processes, in order to 

address the Bank’s overall noncompliance with the Consent Order, the nature and severity of 

which will reflect the nature, length and severity of the Bank’s continued noncompliance

through final termination of the Consent Order.

 (3) By stipulating to the issuance of this Amendment, the Bank has not consented to 

any enforcement actions beyond those enumerated in this Amendment, and fully retains its 

right to contest future action.

(4) Notwithstanding any other terms of this Amendment, the Comptroller 

specifically reserves and does not release the following:

(a) any right to institute an enforcement action for violations of the Articles 

contained in the Consent Order, outside of Article VII of the 2011 Consent 

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13

Order, including the assessment of civil money penalties; 

(b) any and all claims based upon acts or omissions subsequent to the effective 

date of the 2013 ACO;

(c) any and all claims based upon the origination of a residential mortgage loan, 

or the sale or transfer of a mortgage, security, or whole loan, whether legal or 

equitable, to, into, or for the benefit of a mortgage-backed security, trust, or 

special interest entity, including but not limited to mortgage loan securitizations 

and whole loan sales to such entities, except for any and all claims addressed in 

subparagraph (b) above;

(d) any liability arising under the Fair Housing Act, 42 U.S.C. §§ 3601, et seq., 

or any other statute or law that prohibits discrimination of persons based on 

race, color, national origin, gender, disability, or any other protected status, 

including the non-discrimination provisions of the Equal Credit Opportunity 

Act, 15 U.S.C. §§ 1691, et seq., or under the Federal Trade Commission Act, 

15 U.S.C. §§ 41, et seq., or any other statute or law that prohibits unfair or 

deceptive practices;

(e) any and all claims against individuals, including current and former 

employees, agents, officers, directors, or contractors of the Bank; and 

(f) any and all actions to enforce the terms and conditions of this Amendment. 

(5) Although this Amendment requires the Bank to submit certain action plans, 

programs, policies, and procedures for the review or prior written determination of no 

supervisory objection by the Deputy Comptroller or the Examiner-in-Charge, the Board has the 

ultimate responsibility for proper and sound management of the Bank. 

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(6) In each instance in the Consent Order in which the Board is required to ensure 

adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean 

that the Board shall:

(a) authorize and adopt such actions on behalf of the Bank as may be necessary 

for the Bank to perform its obligations and undertakings under the terms of the 

Consent Order;

(b) require the timely reporting by Bank management of such actions directed 

by the Board to be taken under the terms of the Consent Order;

(c) follow-up on any material non-compliance with such actions in a timely and 

appropriate manner; and

(d) require corrective action be taken in a timely manner of any material non 

compliance with such actions.

(7) If, at any time, the Comptroller deems it appropriate in fulfilling the 

responsibilities placed upon him by the several laws of the United States to undertake any 

action affecting the Bank, nothing in the Consent Order or Amendment shall in any way 

inhibit, estop, bar, or otherwise prevent the Comptroller from so doing.

(8) This Amendment is and shall become effective upon its execution by the 

Comptroller, through his authorized representative whose hand appears below. The Consent 

Order shall remain effective and enforceable, except to the extent that, and until such time as, 

any provision of the Consent Order shall be amended, suspended, waived, or terminated in 

writing by the Comptroller. 

(9) Any time limitations imposed by this Amendment shall begin to run from the 

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effective date of this Amendment, as shown below, unless the Amendment specifies otherwise. 

(10) The terms and provisions of the Consent Order and Amendment apply to the 

Bank and its subsidiaries, even though those subsidiaries are not named as parties to the 

Consent Order or Amendment. The Bank shall integrate any foreclosure or mortgage servicing 

activities done by a subsidiary into its plans, policies, programs, and processes required by the 

Consent Order and Amendment. The Bank shall ensure that its subsidiaries comply with all 

terms and provisions of the Consent Order and Amendment. 

(11) This Amendment is intended to be, and shall be construed to be, a final order 

issued pursuant to 12 U.S.C. § 1818(b), and expressly does not form, and may not be construed 

to form, a contract binding the Comptroller or the United States. Nothing in this Amendment

shall affect any action against the Bank or its institution-affiliated parties by a bank regulatory 

agency, the United States Department of Justice, or any other law enforcement agency, to the 

extent permitted under applicable law. 

(12) The terms of this Amendment, including this paragraph, are not subject to 

amendment or modification by any extraneous expression, prior agreements, or prior 

arrangements between the parties, whether oral or written.

(13) Nothing in the Stipulation to this Amendment, express or implied, shall give to 

any person or entity, other than the parties hereto, and their successors hereunder, any benefit 

or any legal or equitable right, remedy or claim under the Stipulation to this Amendment. 

(14) The Bank consents to the issuance of this Amendment before the filing of any 

notices, or taking of any testimony or adjudication, and solely for the purpose of settling this 

matter without a formal proceeding being filed.

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ARTICLE XIV

BUSINESS RESTRICTIONS

(1) The Bank shall not execute any new contracts or amend or renew existing 

contracts beyond current loan volume specified in existing contracts for the acquisition, by the 

Bank, of residential mortgage servicing, residential mortgage servicing rights, residential 

mortgage loans with servicing, or residential mortgage origination business entities until 

termination of the Consent Order. This does not apply to originations or refinancings by the 

Bank, contracts for new residential mortgage loans through the Bank’s broker or correspondent 

channels, or other contractual relationships where the Bank does not ultimately service the 

loans, and this is not intended to disrupt any of the Bank’s existing residential mortgage 

servicing related contracts.

(2) The Bank shall not execute any new contracts for the Bank to perform 

residential mortgage servicing for other parties until termination of the Consent Order.

(3) The Bank shall not outsource or sub-service any new residential mortgage 

servicing related activities to other parties without prior OCC supervisory non-objection until 

termination of the Consent Order. This is not intended to disrupt any of the Bank’s existing 

residential mortgage servicing related contracts, outsourced activities, or obligations pursuant 

to legal settlement, nor prohibit new contracts to outsource activities that are currently 

outsourced.

(4) The Bank shall not off-shore new residential mortgage servicing related 

activities until termination of the Consent Order.

(5) The Bank shall not appoint any new senior officers who have responsibility for 

residential mortgage servicing, residential mortgage servicing operations, residential mortgage 

servicing risk management, and residential mortgage servicing compliance without prior OCC 

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supervisory non-objection until termination of the Consent Order. Within twenty (20) days, 

the Bank shall submit a list of applicable employee titles subject to this restriction to the 

Examiner-In-Charge for OCC supervisory non-objection.

ARTICLE XV

ESCHEATMENT OF UNCASHED PAYMENTS 

(1) The OCC continues to retain oversight and jurisdiction of IFR QSF1 for the 

administration of payments to borrowers of OCC regulated institutions until such time as the 

paying agent is directed to file a final return with the IRS for IFR QSF1 and IFR QSF1 is 

thereafter terminated.

(2) The OCC directs that any uncashed checks that have passed their stale date issued 

from IFR QSF1 to borrowers of OCC regulated institutions shall be escheated to the state of the 

borrower’s last known domestic address so that such borrower, or their rightful heirs, will 

maintain their ability to claim such IFR QSF1 payment pursuant to that state’s processes for 

collecting unclaimed funds.

IT IS SO ORDERED, this 16th day of June, 2015.

 /s/ 

Morris R. Morgan

Deputy Comptroller

Large Bank Supervision 

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UNITED STATES OF AMERICA

DEPARTMENT OF THE TREASURY

COMPTROLLER OF THE CURRENCY

In the Matter of: 

Wells Fargo Bank, N.A.

Sioux Falls, South Dakota 

)

)

)

)

)

AMENDS AA-EC-11-19 

 and

 #2013-132

STIPULATION AND CONSENT TO THE ISSUANCE OF A

CONSENT ORDER AMENDING THE 2011 CONSENT ORDER and

2013 AMENDMENT TO THE 2011 CONSENT ORDER

The Comptroller of the Currency of the United States of America (“Comptroller”) intends 

to amend the April 13, 2011 Consent Order, AA-EC-11-19 (“2011 Consent Order”), and the 

Amendment to the 2011 Consent Order, dated February 28, 2013 (“2013 ACO”), entered into 

between the Comptroller and Wells Fargo Bank, N.A., Sioux Falls, South Dakota (“Bank”), 

(collectively, the “Consent Order”), pursuant to 12 U.S.C. § 1818(b).

The Bank, in the interest of compliance and cooperation, enters into this Stipulation and 

Consent to the Issuance of a Consent Order Amending the 2011 Consent Order and 2013 ACO 

(“Stipulation”). 

In consideration of the above premises, the Comptroller, through his authorized 

representative, and the Bank, through its duly elected and acting Board of Directors, stipulate 

and agree to the following:

1

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ARTICLE I

JURISDICTION

(1) The Bank is a national banking association chartered and examined by the 

Comptroller pursuant to the National Bank Act of 1864, as amended, 12 U.S.C. § 1 et seq.

(2) The Comptroller is “the appropriate Federal banking agency” regarding the Bank

pursuant to 12 U.S.C. §§ 1813(q) and 1818(b).

(3) The Bank is an “insured depository institution” within the meaning of 

12 U.S.C. § 1818(b)(1). 

(4) For the purposes of, and within the meaning of 12 C.F.R. §§ 5.3(g)(4), 5.51(c)(6), and 

24.2(e)(4), the Consent Order Amending the 2011 Consent Order and 2013 ACO 

(“Amendment”) shall not be construed to be a “cease and desist order” or “consent order,” unless 

the OCC informs the Bank otherwise.

ARTICLE II

AGREEMENT

(1) The Bank, without admitting or denying any wrongdoing, consents and agrees to 

issuance of the Amendment by the Comptroller. 

(2) The Bank consents and agrees that the Amendment shall: (a) be deemed an “order 

issued with the consent of the depository institution” pursuant to 12 U.S.C. § 1818(h)(2);

(b) become effective upon its execution by the Comptroller through his authorized 

representative; and (c) be fully enforceable by the Comptroller pursuant to 12 U.S.C. § 1818(i). 

(3) Notwithstanding the absence of mutuality of obligation, or of consideration, or of 

a contract, the Comptroller may enforce any of the commitments or obligations herein 

2

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undertaken by the Bank under his supervisory powers, including 12 U.S.C. § 1818(i), and not as 

a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the 

Comptroller has any intention to enter into a contract. 

(4) The Bank declares that no separate promise or inducement of any kind has been 

made by the Comptroller, or by his agents or employees, to cause or induce the Bank to consent 

to the issuance of the Amendment and/or execute the Amendment.

(5) The Bank expressly acknowledges that no officer or employee of the Comptroller 

has statutory or other authority to bind the United States, the United States Treasury Department, 

the Comptroller, or any other federal bank regulatory agency or entity, or any officer or 

employee of any of those entities to a contract affecting the Comptroller’s exercise of his 

supervisory responsibilities. 

(6) The terms and provisions of this Stipulation and the Amendment shall be binding 

upon, and inure to the benefit of, the parties hereto and their successors in interest. Nothing in 

this Stipulation or the Amendment, express or implied, shall give to any person or entity, other 

than the parties hereto, and their successors hereunder, any benefit or any legal or equitable right, 

remedy or claim under this Stipulation or the Amendment.

ARTICLE III

WAIVERS

(1) The Bank, by consenting to this Stipulation, waives:

(a) any and all procedural rights available in connection with the issuance of 

the Amendment;

3

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(b) all rights to a hearing and a final agency decision pursuant to 

12 U.S.C. §§ 1818(b) and (h), 12 C.F.R. Part 19;

(c) all rights to seek any type of administrative or judicial review of the 

Amendment;

(d) any and all claims for fees, costs or expenses against the Comptroller, or 

any of his agents or employees, related in any way to this enforcement matter or the

Amendment, whether arising under common law or under the terms of any statute, 

including, but not limited to, the Equal Access to Justice Act, 5 U.S.C. § 504 and 

28 U.S.C. § 2412; and

(e) any and all rights to challenge or contest the validity of the Amendment.

ARTICLE IV

OTHER PROVISIONS

(1) The provisions of this Stipulation shall not inhibit, estop, bar, or otherwise 

prevent the Comptroller from taking any other action affecting the Bank if, at any time, it deems 

it appropriate to do so to fulfill the responsibilities placed upon it by the several laws of the 

United States of America.

(2) Nothing in this Stipulation shall preclude any proceedings brought by the 

Comptroller to enforce the terms of the Amendment, and nothing in this Stipulation constitutes, 

nor shall the Bank contend that it constitutes, a waiver of any right, power, or authority of any 

other representative of the United States or an agency thereof, including, without limitation, the 

United States Department of Justice, to bring other actions deemed appropriate.

4

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(3) The terms of this Stipulation and the Amendment are not subject to amendment or 

modification by any extraneous expression, prior agreements or prior arrangements between the 

parties, whether oral or written.

IN TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller as his 

representative, has hereunto set his hand on behalf of the Comptroller.

 /s/ June 16, 2015 

Morris R. Morgan Date

Deputy Comptroller 

Large Bank Supervision 

5

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IN TESTIMONY WHEREOF, the undersigned, as the duly elected and acting Board of 

Directors of the Bank, have hereunto set their hands on behalf of the Bank.

 /s/ June 8, 2015 

John G. Stumpf (Chair) Date

 /s/ June 7, 2015 

Lloyd H. Dean Date

 /s/ June 9, 2015 

Enrique Hernandez, Jr. Date

 /s/ June 8, 2015 

Cynthia H. Milligan Date

 /s/ June 9, 2015 

James H. Quigley Date

 /s/ June 8, 2015 

Judith M. Runstad Date

 /s/ June 8, 2015 

Stephen W. Sanger Date

6

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2018 CONSENT ORDER 

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1

UNITED STATES OF AMERICA

BUREAU OF CONSUMER FINANCIAL PROTECTION

ADMINISTRATIVE PROCEEDING

File No. 2018-BCFP-0001

In the Matter of: CONSENT ORDER

WELLS FARGO BANK, N.A.

The Bureau of Consumer Financial Protection (Bureau) has reviewed aspects of 

the following conduct of Wells Fargo Bank, N.A. (Respondent, as defined below): (1) 

charging fees for rate-lock extensions in connection with residential-mortgage lending; 

and (2) force-placing collateral-protection insurance (Force-Placed Insurance, as 

defined below) on consumers’ vehicles for auto loans that it originated or acquired. The 

Bureau has identified the following violations of law: (1) Respondent unfairly failed to 

follow the mortgage-interest-rate-lock process it explained to some prospective 

borrowers; and (2) Respondent operated its Force-Placed Insurance program in an 

unfair manner. The Bureau issues this Consent Order (Consent Order) under authority 

granted by §§ 1053 and 1055 of the Consumer Financial Protection Act of 2010 (CFPA), 

12 U.S.C. §§ 5563, 5565.

Respondent has previously identified and reported to the Bureau certain 

information about the deficiencies described in this Consent Order. Respondent has 

discontinued the practices that led to the deficiencies, including, as of September 30, 

2016, the placement of Force-Placed Insurance, as defined below. Further, Respondent 

2018-BCFP-0001 Document 1 Filed 04/20/2018 Page 1 of 35

Exhibit 99.2

GARCIA 01196

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2

has begun voluntarily providing remediation to consumers to address certain of the 

deficiencies cited in this Consent Order.

I.

Jurisdiction

1. The Bureau has jurisdiction over this matter under §§ 1053 and 1055 of the 

CFPA, 12 U.S.C. §§ 5563, 5565.

II.

Stipulation

2. Respondent has executed a “Stipulation and Consent to the Issuance of a Consent

Order,” dated April 19, 2018 (Stipulation), which is incorporated by reference and 

is accepted by the Bureau. By this Stipulation, Respondent has consented to the 

issuance of this Consent Order by the Bureau under §§ 1053 and 1055 of the 

CFPA, 12 U.S.C. §§ 5563, 5565, without admitting or denying any of the findings 

of fact or conclusions of law, except that Respondent admits the facts necessary 

to establish the Bureau’s jurisdiction over Respondent and the subject matter of 

this action.

III.

Definitions

3. The following definitions apply to this Consent Order:

a. “Affected Consumers” means Rate-Lock Affected Consumers and ForcePlaced Insurance Affected Consumers.

b. “Board” means Respondent’s duly elected and acting Board of Directors.

c. “Effective Date” means the date on which this Consent Order is issued.

d. “Federal Consumer Financial Law” has the same meaning as in 12 U.S.C. 

2018-BCFP-0001 Document 1 Filed 04/20/2018 Page 2 of 35GARCIA 01197

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3

§ 5481(14).

e. “Force-Placed Insurance” means collateral-protection insurance 

purchased by Respondent for consumers’ vehicles serving as collateral for 

auto loans and financed by adding the cost of the collateral-protection 

insurance to the balances on consumers’ auto loans.

f. “Force-Placed Insurance Affected Consumers” means any consumer who 

was subjected to any of the Force-Placed Insurance Specified Acts and 

Practices during the Force-Placed Insurance Relevant Period.

g. “Force-Placed Insurance Relevant Period” means October 15, 2005, 

through September 30, 2016.

h. “Force-Placed Insurance Specified Acts and Practices” means charging 

borrowers for Force-Placed Insurance when Respondent knew or should 

have known that it had ineffective processes that were likely to result in 

Respondent’s unnecessarily placing or maintaining Force-Placed 

Insurance, either for the entire term of the policy or for a portion of the 

term of the policy. 

i. “Non-Objection” means written notification to Respondent that the 

Bureau does not object to a proposal by Respondent for a course of action.

With respect to any Non-Objection required by this Consent Order, the 

Regional Director’s Non-Objection will apply only to issues or actions 

related to compliance with Federal Consumer Financial Law. 

j. “OCC Order” means the Consent Order issued by the Office of the 

Comptroller of the Currency (OCC) in the administrative adjudication 

styled In the Matter of Wells Fargo Bank, N.A., No. AA-EC-2018-16, 

2018-BCFP-0001 Document 1 Filed 04/20/2018 Page 3 of 35GARCIA 01198

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4

issued on or about April 20, 2018.

k. “Plans” means the Compliance Risk Management Plan required under 

Paragraph 42, the Staffing Assessment and Program required under 

Paragraph 44, the Internal Audit’s Compliance Program required under 

Paragraph 45, the Remediation Program required under Paragraphs 49–

51, the Consumer Remediation Plans defined in Paragraph 51(a), the RateLock Remediation Plan required under Paragraph 55, and the ForcePlaced Insurance Remediation Plan required under Paragraph 56. 

l. “Rate-Lock Affected Consumers” means any prospective borrower who, 

during the Rate-Lock Relevant Period, was charged a fee for extending an 

interest-rate-lock period for a residential-mortgage loan when the fee 

should have been absorbed by Respondent under its established policy. 

m. “Rate-Lock Relevant Period” means September 16, 2013, through 

February 28, 2017.

n. “Rate-Lock Specified Acts and Practices” means charging prospective 

borrowers a fee for extending an interest-rate-lock period when the fee 

should have been absorbed by Respondent under its established policy and

in a manner inconsistent with how it explained the rate-lock process to 

prospective borrowers. 

o. “Regional Director” means the Regional Director for the West Region for 

the Office of Supervision for the Bureau of Consumer Financial Protection 

or his or her delegate.

p. “Related Consumer Action” means a private action by or on behalf of one 

or more consumers or an enforcement action by another governmental 

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agency brought against Respondent based on substantially the same facts 

as described in Section IV of this Consent Order.

q. “Respondent” means Wells Fargo Bank, N.A., its subsidiaries, and its

successors and assigns.

r. “Specified Acts and Practices” means any of the Rate-Lock Specified Acts

and Practices and Force-Placed Insurance Specified Acts and Practices, as

each is defined in this Consent Order.

IV.

Bureau Findings and Conclusions

The Bureau finds the following:

4. Respondent is a national bank headquartered in Sioux Falls, South Dakota.

5. Respondent is an insured depository institution with assets greater than $10

billion within the meaning of 12 U.S.C. § 5515(a).

6. Respondent is the largest originator of residential-mortgage loans in the United

States. Additionally, Respondent originates, purchases, and services consumer

loans secured by automobiles. Thus, Respondent is a “covered person” as that

term is defined by the CFPA, 12 U.S.C. § 5481(6).

A.

Mortgage-Interest-Rate-Lock Policies and Practices

7. During the Rate-Lock Relevant Period, it was Respondent’s policy that when a

mortgage loan did not close within its initial interest-rate-lock period and the

primary cause of the delay was attributable to Respondent, if the borrower chose

to extend the interest-rate-lock period, the extension fee was to be charged to

Respondent, and not the borrower. But, in certain instances, Respondent

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inappropriately charged borrowers rate-lock-extension fees that should have 

been absorbed by Respondent.

8. Respondent offers prospective borrowers the ability to “lock in” a fixed interest 

rate for a certain “rate-lock” period while their mortgage-loan application is 

pending. Rate locks allow consumers to avoid the effects of interest-rate 

fluctuations during their rate-lock period.

9. If an interest rate is not locked, a “floating” rate that fluctuates according to 

market conditions applies, and the interest rate is set before the loan is funded.

10. Respondent trains its loan officers to explain to prospective borrowers that if it 

appears that a loan cannot be processed and closed within the initial rate-lock 

period, then, for a fee (Extension Fee), the rate-lock-period may be extended (by, 

for example, an additional 15 or 30 days).

11. Respondent also offers borrowers the option to pay an up-front fee that will 

extend the standard rate-lock period to 90 days (Extended Rate Lock). At the 

time of submitting an application, consumers may choose this option to protect 

against delayed closings. The up-front Extended Rate Lock option is typically less 

expensive than paying multiple Extension Fees when the loan does not close in 

time and the borrower wishes to maintain the lock.

12. Mortgage loans may fail to close within the initial rate-lock period for many 

reasons, including delays caused by unforeseen property issues, delays in 

requesting or receiving necessary information, and delays caused by 

Respondent’s internal processing.

13. In May 2012, in response to processing delays, Respondent stopped charging any 

Extension Fees to borrowers. Instead, Respondent extended rate-lock periods 

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without charging borrowers a fee.

14. In September 2013, Respondent enacted a new nationwide policy under which

borrowers would pay the Extension Fee in certain circumstances.

15. Respondent’s September 2013 policy change provided that if a rate-lock

extension was made necessary by borrower-caused delays, or by certain delays

related to the property itself, the borrower could be charged an Extension Fee; if

there were lender-caused delays, however, Respondent would extend the ratelock period without charging borrowers a fee, as it had done since May 2012.

16. Rate-lock choices may materially affect how much it costs consumers to get a

loan. Respondent expected its loan officers to explain to prospective borrowers all

of the available rate-lock options, to help borrowers select the option best suited

to their needs, and to clearly explain its rate-lock process to prospective

borrowers.

17. During the Rate-Lock Relevant Period, Respondent trained its loan officers to

inform prospective borrowers that they would be responsible for paying

Extension Fees under circumstances where the delay was caused by the borrower

or related to the property itself, including when the borrower does not timely

return necessary documentation, the borrower disputes a low appraisal,

previously undisclosed liens are uncovered, sellers or builders delay the process,

the sale is not timely approved by a condo project or co-op board, or the

borrower’s credit score changes.

18. Within days of rolling out the new policy, Respondent acknowledged in internal

communications that its guidelines for its loan officers were inadequate.

Respondent instructed employees that Extension Fees would be charged based

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on the factor primarily responsible for the delay, without further guidance as to 

what that meant.

19. Almost three years after a 2013 internal audit first identified the risks for

consumer harm relating to improperly assessed Extension Fees, an October 2016

internal audit found that Respondent inconsistently applied its policy and

charged borrowers Extension Fees in situations where Respondent was

responsible for the delay in the loan’s closing.

20. Following an internal investigation and loan reviews, Respondent determined

that its Extension Fee policy was not consistently applied and that, during the

Rate-Lock Relevant Period, Respondent inappropriately charged certain

borrowers rate-lock-extension fees that should have been absorbed by

Respondent under its policy.

21. Effective March 1, 2017, Respondent substantially changed its Extension Fee

practices to address the inconsistent allocation of Extension Fees.

Unfair Acts and Practices Relating to

Interest-Rate Locks, in Violation of the CFPA

22. An unfair act or practice is one that causes or is likely to cause substantial injury

to consumers that is not reasonably avoidable and is not outweighed by

countervailing benefits to consumers or competition. 12 U.S.C. § 5531(c).

23. During the Rate-Lock Relevant Period, Respondent’s loan officers were

instructed to explain Respondent’s rate-lock process to borrowers. In fact,

Respondent sometimes charged borrowers Extension Fees in situations where

Respondent should have absorbed the fees.

24. Respondent’s conduct caused and was likely to cause substantial injury to

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consumers. 

25. This injury was not reasonably avoidable by consumers and was not outweighed 

by any countervailing benefits to consumers or competition.

26. Respondent engaged in unfair acts or practices during the Rate-Lock Relevant 

Period, in violation of §§ 1031(c) and 1036(a)(1)(B) of the CFPA. 12 U.S.C.

§§ 5531(c), 5536(a)(1)(B).

B.

Force-Placed Automobile Insurance Practices

27. Typically, when Respondent’s borrowers obtained an auto-secured loan, the 

borrower signed an agreement that required the borrower to maintain insurance 

that would cover physical damage to the vehicle, which served as collateral for the 

loan. Respondent used a vendor to monitor borrowers’ insurance coverage. If a 

borrower did not procure or maintain physical-damage insurance for the vehicle, 

Respondent could protect its interest in the collateral by acquiring Force-Placed 

Insurance on the borrower’s behalf and charging the borrower for the insurance 

premium paid, in whole or in part, by Respondent to the insurer, plus interest. 

28. If Respondent’s vendor was unable to verify that borrowers maintained the 

required insurance for their vehicles through policy information it obtained 

directly from insurance companies and from other data aggregators, the vendor 

was required to communicate with the borrower multiple times before ForcePlaced Insurance was acquired. Under Respondent’s contract with its vendor, the 

vendor was required to send written notices to the borrower, as well as attempt to 

call the borrower and the borrower’s previous insurance agent or insurance 

carrier to request evidence of insurance. If, following this outreach, the vendor 

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was unable to obtain evidence of the required insurance, Respondent caused 

Force-Placed Insurance to be issued to the borrowers.

29. Since 2005, Respondent forcibly placed insurance for the vehicles of about 2 

million borrowers who secured auto loans with the bank. According to 

Respondent’s own analyses, it forcibly placed duplicative or unnecessary 

insurance on hundreds of thousands of those borrowers’ vehicles. In addition, for 

some borrowers, after appropriately placing Force-Placed Insurance policies, 

Respondent improperly maintained Force-Placed Insurance policies on the 

borrowers’ accounts after the borrowers had obtained adequate insurance on 

their vehicles and after adequate proof of insurance had been provided. If 

borrowers failed to pay the amounts Respondent charged them for the ForcePlaced Insurance, they faced additional fees and, in some instances, experienced 

delinquency, loan default, and even repossession.

30. If the borrower provided evidence that insurance coverage had been in effect, 

Respondent had a process to cancel the Force-Placed Insurance and to refund 

premiums. But Respondent did not sufficiently monitor its vendor and internal 

processes, resulting in control and execution weaknesses, such as within the 

insurance-verification and cancellation processes and the protocols for 

processing refunds. Additionally, Respondent failed to provide data and 

information to its vendor that could have allowed its vendor to more effectively 

execute its obligations to Respondent and borrowers. Finally, Respondent did not 

maintain a process to evaluate whether fees should have been refunded and failed 

to appropriately address and assess customer complaints. 

31. Through quarterly reports from its vendor and its own daily reports, Respondent 

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was aware of high rates of Force-Placed Insurance cancellations, and Respondent 

received briefings on the root causes of the cancellations. The high rates of 

cancellation were also apparent within Respondent’s own system of record 

because it processed the refunds when a Force-Placed Insurance policy was 

canceled, and it reported that refund information back to the vendor. 

32. The vendor regularly presented to Respondent’s management on the ForcePlaced Insurance program’s performance. These presentations included 

cancellation rates of Force-Placed Insurance for borrowers who never had a lapse 

in required insurance coverage, known as “flat cancels,” and borrowers who had 

the required insurance for part of the Force-Placed Insurance policy term, known 

as “partial cancels.”

33. Respondent was informed by its vendor that, since 2005, roughly 28% of 

Respondent’s Force-Placed Insurance policies were canceled because they were 

duplicative of insurance maintained by borrowers for the entire term of the 

Force-Placed Insurance policy. The number of cancellations should have raised 

concerns that Respondent’s and its vendor’s processes for determining insurance 

coverage before and after placement of Force-Placed Insurance were insufficient. 

34. From 2011 to 2016, Respondent caused hundreds of thousands of consumers to 

be charged substantial premiums—typically just over $1,000 a policy—for 

unnecessary or duplicative Force-Placed Insurance. Although Respondent caused 

the premiums to be refunded after receiving proof of adequate insurance during 

the coverage period, the refunds covered all of the interest charged for only flat 

cancels. And, in many cases, Respondent did not refund other fees or related 

charges, such as repossession fees, late fees, deferral fees, and NSF fees.

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35. From 2011 to 2016, Respondent acknowledges that for at least 27,000 customers, 

the additional costs of the Force-Placed Insurance could have contributed to a 

default that resulted in the repossession of their vehicle.

Unfair Acts and Practices Relating to

Force-Placed Insurance, in Violation of the CFPA

36. An unfair act or practice is one that causes or is likely to cause substantial injury 

to consumers that is not reasonably avoidable and is not outweighed by 

countervailing benefits to consumers or competition. 12 U.S.C. § 5531(c).

37. Respondent’s conduct caused or was likely to cause substantial injuries to 

consumers because it required them to pay for Force-Placed Insurance premiums 

and interest that they should not have owed, to incur fees, and, in some instances, 

to be subject to defaults on their auto loans and repossession of their vehicles.

38. These injuries were not reasonably avoidable by consumers and were not 

outweighed by countervailing benefits to consumers or to competition.

39. From July 21, 2011, through September 30, 2016, Respondent engaged in unfair 

acts or practices, in violation of §§ 1031(c) and 1036(a)(1)(B) of the CFPA. 12

U.S.C. §§ 5531(c), 5536(a)(1)(B).

ORDER

V.

Conduct Provisions

IT IS ORDERED, under §§ 1053 and 1055 of the CFPA, that:

40. Respondent and its officers, agents, servants, employees, and attorneys who have 

actual notice of this Consent Order, whether acting directly or indirectly, may not

engage in any Specified Acts and Practices.

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VI.

Compliance Committee

IT IS FURTHER ORDERED that:

41. As set forth in Article II, ¶ 1, of the OCC Order, the Board shall appoint and 

maintain an active Compliance Committee of at least 3 members, of which a 

majority shall be directors who are not employees or officers of Respondent or 

any of its subsidiaries or affiliates. The Compliance Committee shall be 

responsible for monitoring and overseeing Respondent’s compliance with the 

provisions of this Consent Order. The Compliance Committee shall meet 

quarterly and maintain minutes of its meetings at which compliance with this 

Consent Order is discussed.

VII.

Compliance Risk Management and Internal Audit

IT IS FURTHER ORDERED that:

42. Consistent with the requirements of Article IV, ¶ 1, of the OCC Order, within 60 

days of the Effective Date, Respondent must submit to the Regional Director for 

review and determination of Non-Objection an acceptable enterprise-wide 

Compliance Risk Management Plan (Compliance Risk Management Plan) 

containing a complete description of the actions that are necessary and 

appropriate to achieve compliance with Article IV of the OCC Order. The 

Compliance Risk Management Plan should also be designed to ensure that 

Respondent’s acts and practices comply with Federal Consumer Financial Law 

and the terms of this Consent Order. In addition to the requirements set forth in 

Article IV, ¶ 2, of the OCC Order, the Compliance Risk Management Plan must be 

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commensurate with the size, complexity, and risks of Respondent’s operations 

and include, at a minimum:

a. detailed steps to develop, implement, and maintain policies and 

procedures that ensure oversight and commitment to an effective 

compliance management system;

b. detailed steps to develop, implement, and maintain policies and 

procedures that are designed to ensure comprehension, identification, and 

management of consumer-related risks arising from Respondent’s 

products, services, and activities;

c. detailed steps to develop, implement, and maintain policies and 

procedures that are designed to ensure self-identification and timely selfreporting to the Bureau of violations and potential violations of Federal 

Consumer Financial Law as Respondent identifies such issues and develop 

an appropriate Consumer Remediation Plan, as defined in Paragraph 

51(a);

d. detailed steps to develop, implement, and maintain policies and 

procedures designed to ensure effective third-party vendor oversight;

e. detailed steps to develop, implement, and maintain policies and 

procedures designed to ensure Respondent’s consumer complaint

resolution process is responsive and effective;

f. detailed steps to develop, implement, and maintain policies, procedures, 

and other applicable employee guidance to address the acts and practices 

that are the subject of this Consent Order;

g. detailed steps to develop, implement, and maintain employee training to 

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address the acts and practices that are the subject of this Consent Order;

h. detailed steps to develop, implement, and maintain monitoring, testing, 

and other compliance oversight controls to address the acts and practices 

that are the subject of this Consent Order; and

i. specific timeframes and deadlines for implementation of the steps 

described above or discussed in the Compliance Risk Management Plan, 

consistent with the deadlines set forth in this Consent Order.

43. After receiving notice that the Regional Director has made a determination of 

Non-Objection to the Compliance Risk Management Plan, Respondent must 

implement and adhere to the steps, recommendations, deadlines, and timeframes 

outlined in the Compliance Risk Management Plan.

44. Consistent with the requirements of Article V, ¶ 1, of the OCC Order, within 60 

days of the Effective Date, Respondent must submit to the Regional Director for 

review and determination of Non-Objection a Staffing Assessment and Program 

(Staffing Assessment) for Respondent’s Compliance Risk Management Program 

that will provide for the allocation of adequate resources. At a minimum, the 

Staffing Assessment must satisfy the requirements set forth in Article V, ¶ 1, of 

the OCC Order. As required by Article V, ¶¶ 2–3, of the OCC Order, the 

Compliance Committee must ensure that management corrects any deficiencies 

identified by the Staffing Assessment and implements any plans or 

recommendations resulting from the Staffing Assessment. Thereafter, the 

Compliance Committee must ensure that Respondent, at a minimum, annually 

evaluates the skills and expertise of the independent Compliance Risk 

Management Program’s staff to determine if there are any material deficiencies 

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in skills or expertise and develop a plan to address any identified gaps or 

deficiencies.

45. Consistent with the requirements of Article VI, ¶ 1, of the OCC Order, within 60 

days of the Effective Date, Respondent must submit to the Regional Director for 

review and determination of Non-Objection a plan to enhance Internal Audit’s 

program with respect to compliance (Internal Audit’s Compliance Program). The 

Regional Director’s Non-Objection will apply only to issues or actions related to 

compliance with Federal Consumer Financial Law. In addition to the 

requirements set forth in Article VI, ¶ 1, the Internal Audit’s Compliance Program 

must, at a minimum, provide for a compliance audit of Respondent’s acts and 

practices related to the Specified Acts and Practices to ensure compliance with 

Federal Consumer Financial Law and the terms of this Consent Order.

VIII. 

Role of the Board

IT IS FURTHER ORDERED that:

46. The Board (or a Committee of the Board, which may include the Compliance 

Committee) must review all submissions (including plans, reports, programs, 

policies, and procedures) required by this Consent Order before submission to 

the Bureau.

47. Although this Consent Order requires Respondent to submit certain documents 

for the review or determination of Non-Objection by the Regional Director, the 

Board will have the ultimate responsibility for proper and sound management of 

Respondent and for ensuring that Respondent complies with Federal Consumer 

Financial Law and this Consent Order, including successful execution of the 

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Plans. The Board shall ensure that Respondent has processes, personnel, and 

control systems to ensure implementation of and adherence to the plans, 

programs, policies, and procedures required by this Consent Order.

48. In each instance that this Consent Order requires the Board to ensure adherence 

to, or perform certain obligations of Respondent, the Board must:

a. authorize whatever actions are necessary for Respondent to fully comply 

with the Consent Order;

b. require timely reporting by management to the Board on the status of 

compliance obligations and actions directed by the Board to be taken 

under this Consent Order;

c. follow up on non-compliance with such actions in a timely and appropriate 

manner; and

d. require timely and appropriate corrective action to remedy any material 

non-compliance with any failures to comply with Board directives related 

to this section.

IX.

Remediation Program and Order to Pay Redress

IT IS FURTHER ORDERED that:

49. Consistent with the requirements of Article VII, ¶ 1, of the OCC Order, within 120 

days of the Effective Date, Respondent must submit to the Regional Director for 

review and determination of Non-Objection a comprehensive written plan to 

develop and implement a program for remediation activities conducted by 

Respondent (Remediation Program). The Regional Director’s Non-Objection will 

apply only to issues or actions related to compliance with Federal Consumer 

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Financial Law. 

50. After receiving notification that the Regional Director has made a determination 

of Non-Objection to the Remediation Program, Respondent must implement and 

adhere to the definitions, steps, recommendations, deadlines, and timeframes 

outlined in the Remediation Program.

51. In addition to the requirements set forth in Article VII, ¶ 2, of the OCC Order, the 

Remediation Program must include, at a minimum:

a. a requirement for the development of remediation plans (Consumer 

Remediation Plans) for consumers that Respondent identifies as incurring 

an economic or other cognizable harm based on (1) a violation of Federal 

Consumer Financial Law or (2) a potential violation that Respondent 

elects to include in the Remediation Program; Respondent’s development 

of a Consumer Remediation Plan will not be deemed an admission that a 

violation has occurred; 

b. a definition of Consumer Remediation Plans that may include minimum 

thresholds for the number of customers affected, amounts involved, or 

other factors before remediation of a violation or potential violation of 

Federal Consumer Financial Law is deemed to be a Consumer 

Remediation Plan subject to the processes set forth in this paragraph; with 

respect to litigated settlements, Respondent will independently evaluate 

whether a Consumer Remediation Plan is required;

c. policies and procedures for conducting a root-cause analysis of any 

violations of Federal Consumer Financial Law identified by Respondent or 

any acts or practices for which Respondent has developed a Consumer 

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Remediation Plan; 

d. policies and procedures for analyzing: (1) the severity of any economic or 

other cognizable harm to consumers resulting from any violations of 

Federal Consumer Financial Law or any acts or practices for which 

Respondent has developed a Consumer Remediation Plan; (2) the 

duration of time over which the violations of Federal Consumer Financial 

Law occurred or any acts or practices for which Respondent has developed 

a Consumer Remediation Plan; and (3) the pervasiveness of the violations 

of Federal Consumer Financial Law or any acts or practices for which 

Respondent has developed a Consumer Remediation Plan; 

e. no conditioning of the payment of any redress to any consumer on that 

consumer’s waiving any right, except that the Remediation Program may 

include procedures and standards for waivers in litigated settlements, 

settlements involving parties represented by counsel, settlements with any 

other governmental regulatory or enforcement agency, or in other 

circumstances acceptable to the Regional Director; and

f. reporting procedures for the monthly reporting of any anticipated or 

ongoing Consumer Remediation Plans developed by Respondent 

(Remediation Reports) that, at a minimum: (1) meet the requirements set 

forth in Article VII, ¶ 2(d); (2) identify the type and amount of consumer 

remediation and other relief provided to consumers; and (3) provide for 

the provision of each Remediation Report to the Compliance Committee 

and Regional Director within 10 days of its completion.

52. Consistent with Article VIII, ¶ 1, of the OCC Order, in connection with any 

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Consumer Remediation Plan that has been submitted to the Regional Director 

under Paragraphs 53, 55, or 56 and has received Non-Objection from the 

Regional Director, an independent unit, third party, or Internal Audit, shall 

prepare a report validating that Respondent’s implementation of the Consumer 

Remediation Plan complies with the requirements of Respondent’s Remediation 

Program (Remediation Review Report). Upon notification in writing by the 

Regional Director, the Bureau may require Respondent to engage an independent 

third party to validate that Respondent’s implementation of a Consumer 

Remediation Plan complies with the requirements of Respondent’s Remediation 

Program, and prepare a Remediation Review Report. Each Remediation Review 

Report should meet the requirements set forth in Article VIII, ¶ 2. Within 10 days 

of its completion, each Remediation Review Report shall be submitted to the 

Compliance Committee and the Regional Director.

53. Consistent with Article VIII, ¶ 4, of the OCC Order, the Regional Director may 

require submission for a determination of Non-Objection a validated Consumer 

Remediation Plan (as defined in Paragraph 51(a)) that meets the following 

criteria:

a. the number of customers or customer accounts likely to require 

remediation exceeds 50,000; or

b. the anticipated amount of the total remediation to be paid, refunded, or 

remitted to customers exceeds $10 million.

54. Consistent with Article VIII, ¶ 5, of the OCC Order, Respondent, at least 30 days 

(or as soon as practicable per the terms of the controlling legal document) before 

the implementation of any Consumer Remediation Plan pursuant to a legal 

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judgment, court order, or negotiated settlement of any legal proceeding as 

specified in the Remediation Program that relates to a violation or a potential 

violation of Federal Consumer Financial Law must provide the Regional Director 

the proposed Consumer Remediation Plan.

55. Consistent with the requirements of Article VIII, ¶ 6, of the OCC Order, within 60 

days of the Effective Date, Respondent must submit to the Regional Director for 

review and determination of Non-Objection a comprehensive remediation plan to 

address the findings set forth in this Consent Order with respect to Rate-Lock 

Specified Acts and Practices and to provide redress to all persons who paid ratelock-extension fees and who claim to be Rate-Lock Affected Consumers (RateLock Remediation Plan). The Rate-Lock Remediation Plan must, at a minimum:

a. provide for completion of such remediation, including internal audit 

validation, within 180 days of the Regional Director’s Non-Objection; and 

b. not condition the payment of any redress on the claimant’s waiving any 

right. 

56. Consistent with the requirements of Article VIII, ¶ 6, of the OCC Order, within 60 

days of the Effective Date, Respondent must submit to the Regional Director for 

review and determination of Non-Objection a comprehensive remediation plan to 

address the findings set forth in this Consent Order with respect to Force-Placed 

Insurance Specified Acts and Practices and to provide redress to Force-Placed 

Insurance Affected Consumers (Force-Placed Insurance Remediation Plan). The 

Force-Placed Insurance Remediation Plan must, at a minimum:

a. identify all Force-Placed Insurance Affected Consumers, as well as the 

types and amounts of economic or other cognizable harm suffered by 

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Force-Placed Insurance Affected Consumers as a result of the ForcePlaced Insurance Specified Acts and Practices, and state the means by 

which Force-Placed Insurance Affected Consumers have been identified;

b. describe the methodology for effectively identifying Force-Placed 

Insurance Affected Consumers;

c. describe the methodology for determining the appropriate type of redress 

for economic or other cognizable harm caused by the Force-Placed 

Insurance Specified Acts and Practices; 

d. describe the process for providing redress to Force-Placed Affected 

Consumers and identifying the dollar amount of redress for each category 

of Affected Consumers; 

e. describe procedures by which Respondent will notify Force-Placed 

Insurance Affected Consumers who were subject to any of the ForcePlaced Insurance Specified Acts and Practices described in Paragraph 3(h) 

of this Consent Order, including the form of the notification such 

consumers will receive;

f. describe how Respondent will locate Force-Placed Insurance Affected 

Consumers for the provision of all forms of redress, the steps Respondent 

will take with respect to Force-Placed Insurance Affected Consumers 

whose mail has been returned to Respondent as undeliverable, including 

the reasonable steps to obtain a current address using standard addresssearch methodologies, and the steps Respondent will take with respect to 

redress payments that are not cashed after a reasonable period of time;

g. provide the form of the letter or notice and the envelope that will be sent 

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to such Force-Placed Insurance Affected Consumers notifying them of the 

redress;

h. provide for completion of such remediation, including internal audit 

validation, within 180 days of the Regional Director’s Non-Objection; and

i. not condition the payment of any redress to any Force-Placed Insurance 

Affected Consumers under this Consent Order on Force-Placed Insurance 

Affected Consumers’ waiving any right.

57. In the interest of expediting relief to affected consumers, Respondent may 

proceed with providing remediation to consumers under any Consumer 

Remediation Plan, whether or not it has been submitted for, or received, a 

determination of Non-Objection. The Bureau, before providing Non-Objection 

for any Consumer Remediation Plan, may require Respondent to provide 

additional remediation to consumers and to remediate other consumers, 

consistent with requirements of Federal Consumer Financial Law. 

58. Respondent shall not be considered to be in compliance with Paragraphs 52–57, 

and Paragraphs 52–57 remain effective, until such time that the Regional

Director has determined that Respondent has complied with Section XII and 

Paragraphs 41–51. 

X.

Order to Pay Civil Money Penalty

IT IS FURTHER ORDERED that:

59. Under § 1055(c) of the CFPA, 12 U.S.C. § 5565(c), by reason of the violations of 

law described in Section IV of this Consent Order, and taking into account the 

factors in 12 U.S.C. § 5565(c)(3), Respondent must pay a civil money penalty of 

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$1 billion to the Bureau. Under 12 U.S.C. § 5565(c)(4), the amount Respondent 

must pay will be remitted by $500 million upon Respondent’s satisfaction of its 

obligation to pay that amount in penalties to the OCC for related conduct.

60. Within 10 days of the Effective Date, Respondent must pay the civil money 

penalty by wire transfer to the Bureau or to the Bureau’s agent in compliance 

with the Bureau’s wiring instructions.

61. The civil money penalty will be deposited in the Civil Penalty Fund of the Bureau 

as required by § 1017(d) of the CFPA, 12 U.S.C. § 5497(d).

62. Respondent must treat the civil money penalty as a penalty paid to the 

government for all purposes. Regardless of how the Bureau ultimately uses those 

funds, Respondent may not:

a. claim, assert, or apply for a tax deduction, tax credit, or any other tax 

benefit for any civil money penalty paid under this Consent Order; or

b. seek or accept, directly or indirectly, reimbursement or indemnification 

from any source, including but not limited to payment made under any 

insurance policy, with regard to any civil money penalty paid under this 

Consent Order.

63. To preserve the deterrent effect of the civil money penalty in any Related 

Consumer Action, Respondent may not argue that Respondent is entitled to, nor 

may Respondent benefit from, any offset or reduction of any compensatory 

monetary remedies imposed in the Related Consumer Action because of the civil 

money penalty paid in this action or because of any payment that the Bureau 

makes from the Civil Penalty Fund (Penalty Offset). If the court in any Related 

Consumer Action grants such a Penalty Offset, Respondent must, within 30 days 

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of entry of a final order granting the Penalty Offset, notify the Bureau and pay the 

amount of the Penalty Offset to the U.S. Treasury. Such a payment will not be 

considered an additional civil money penalty and will not change the amount of 

the civil money penalty imposed in this action.

XI.

Additional Monetary Provisions

IT IS FURTHER ORDERED that:

64. In the event of any default on Respondent’s obligations to make payment under 

this Consent Order, interest, computed under 28 U.S.C. § 1961, as amended, will 

accrue on any outstanding amounts not paid from the date of default to the date 

of payment and will immediately become due and payable.

65. Respondent must relinquish all dominion, control, and title to the funds paid to 

the fullest extent permitted by law, and no part of the funds may be returned to 

Respondent.

66. Under 31 U.S.C. § 7701, Respondent, unless it already has done so, must furnish 

to the Bureau its taxpayer-identifying numbers, which may be used for purposes 

of collecting and reporting on any delinquent amount arising out of this Consent 

Order.

67. Within 30 days of the entry of a final judgment, consent order, or settlement in a 

Related Consumer Action, Respondent must notify the Regional Director of the 

final judgment, consent order, or settlement in writing. That notification must 

indicate the amount of redress, if any, that Respondent paid or is required to pay 

to consumers and describe the consumers or classes of consumers to whom that 

redress has been or will be paid.

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XII. 

Reporting Requirements

IT IS FURTHER ORDERED that:

68. Respondent must notify the Bureau of any development that may affect 

compliance obligations arising under this Consent Order, including but not 

limited to a dissolution, assignment, sale, merger, or other action that would 

result in the emergence of a successor company; the creation or dissolution of a 

subsidiary, parent, or affiliate that engages in any acts or practices subject to this 

Consent Order; the filing of any bankruptcy or insolvency proceeding by or 

against Respondent; or a change in Respondent’s name or address. Respondent 

must provide this notice, if practicable, at least 30 days before the development, 

but in any case no later than 14 days of the development.

69. Within 120 days of the Effective Date, and thereafter within 45 days of the end of 

each calendar quarter, the Compliance Committee shall submit a written 

progress report (Compliance Report) to the Board that, at a minimum:

a. lists each applicable paragraph and subparagraph of the Consent Order 

and describes in detail the manner and form in which Respondent has 

complied with each such paragraph and subparagraph of the Consent 

Order and the results and status of those actions;

b. describes in detail the manner and form in which Respondent has 

complied with the Plans; and

c. attaches a copy of each Order Acknowledgment obtained under Section 

XIII, unless previously submitted to the Bureau.

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70. The Board shall approve and forward a copy of the Compliance Report, with any 

additional comments by the Board, to the Regional Director within 15 days of the 

first Board meeting following receipt of such report, unless additional time is 

granted by the Regional Director through a determination of Non-Objection. 

71. Consistent with the requirements of Article III, ¶ 5, of the OCC Order, within 120 

days of receipt of the Regional Director’s determination of Non-Objection to the 

Plans, Respondent’s Internal Audit department shall complete an assessment of 

Respondent’s progress toward implementing the Plans (other than Consumer 

Remediation Plans, as defined in Paragraph 51(a)). In addition, upon the 

Regional Director’s written request, Respondent’s Internal Audit will complete 

the same such assessment within 45 days of the end of every calendar quarter 

thereafter until the completion of the Plans. The findings shall be memorialized 

in writing and, within 30 days of completing the assessment, Internal Audit shall 

provide its written findings to the Compliance Committee and the Regional 

Director. Upon notification inwriting by the Regional Director, the Bureau may 

require Respondent to engage an independent third party to reassess 

Respondent’s progress toward implementing the Plans (other than Consumer 

Remediation Plans, as defined in Paragraph 51(a)). The independent third party’s 

findings must be memorialized in writing and, within 30 days of completing the 

assessment, the independent third party must provide its written findings to the 

Compliance Committee and the Regional Director.

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XIII.

Order Distribution and Acknowledgment

IT IS FURTHER ORDERED that:

72. Within 7 days of the Effective Date, Respondent must submit to the Regional 

Director an acknowledgment of receipt of this Consent Order, sworn under 

penalty of perjury.

73. Within 60 days of the Effective Date, Respondent must deliver a copy of this 

Consent Order to each of its board members and executive officers, as well as to 

any managers, employees, or other agents and representatives who have 

responsibilities related to the subject matter of this Consent Order.

74. Respondent must deliver a copy of this Consent Order and accompanying 

Compliance and Redress plans to any business entity resulting from any change 

in structure referred to in Section XII, any future board members and executive 

officers, as well as to any managers, employees, or other agents and 

representatives who will have responsibilities related to the subject matter of the 

Consent Order before they assume their responsibilities.

75. Respondent must secure a signed and dated statement acknowledging receipt of a 

copy of this Consent Order, ensuring that any electronic signatures comply with 

the requirements of the E-Sign Act, 15 U.S.C. §§ 7001–7006, within 30 days of 

delivery, from all persons receiving a copy of this Consent Order under this 

section. 

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XIV.

Recordkeeping

IT IS FURTHER ORDERED that:

76. Respondent must create, or if already created, must retain for the duration of this 

Consent Order, the following business records:

a. all documents and records necessary to demonstrate full compliance with 

each provision of this Consent Order, including all submissions to the 

Bureau;

b. all documents and records pertaining to the Plans required in this Consent 

Order; and

c. to the extent they are relevant to this Consent Order, copies of all sales 

scripts, training materials, advertisements, websites, and other marketing 

materials, including any such materials used by a third party on behalf of 

Respondent.

77. Respondent must retain the documents identified in Paragraph 76 for the 

duration of the Consent Order.

78. Respondent must make the documents identified in Paragraph 76 available to the 

Bureau upon the Bureau’s request.

XV.

Notices

IT IS FURTHER ORDERED that:

79. Unless otherwise directed in writing by the Bureau, Respondent must provide all 

submissions, requests, communications, or other documents relating to this 

Consent Order in writing, with the subject line, “In re Wells Fargo Bank, N.A., 

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File No. 2018-BCFP-0001,” and send them by overnight courier or first-class mail 

to the below addresses and contemporaneously by email to 

Enforcement_Compliance@cfpb.gov:

Regional Director

Bureau of Consumer Financial Protection

West Region

301 Howard Street, Suite 1200

San Francisco, CA 94105

Assistant Director for Enforcement

Bureau of Consumer Financial Protection

ATTENTION: Office of Enforcement

1700 G Street, NW

Washington DC 20552.

XVI. 

Cooperation with the Bureau

IT IS FURTHER ORDERED that:

80. Respondent must cooperate fully to help the Bureau determine the identity and

location of, and the amount of injury sustained by, each Affected Consumer.

Respondent must provide such information in its or its agents’ possession or

control within 14 days of receiving a written request from the Bureau.

81. Respondent must cooperate fully with the Bureau in this matter and in any

investigation related to or associated with the conduct described in Section IV.

Respondent must provide truthful and complete information, evidence, and

testimony. Respondent must cause Respondent’s officers, employees,

representatives, and agents to appear for interviews, discovery, hearings, trials,

and any other proceedings that the Bureau may reasonably request upon 10 days’

written notice, or other reasonable notice, at such places and times as the Bureau

may designate, without the service of compulsory process.

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XVII.

Compliance Monitoring

IT IS FURTHER ORDERED that:

82. Within 14 days of receipt of a written request from the Bureau, Respondent must 

submit additional Compliance Reports or other requested information, which 

must be made under penalty of perjury; provide sworn testimony; or produce 

documents.

83. Respondent must permit Bureau representatives to interview any employee or 

other person affiliated with Respondent who has agreed to such an interview. The 

person interviewed may have counsel present.

84. Nothing in this Consent Order will limit the Bureau’s lawful use of civil 

investigative demands under 12 C.F.R. § 1080.6 or other compulsory process.

XVIII.

Modifications to Non-Material Requirements

IT IS FURTHER ORDERED that:

85. Respondent may seek a modification to non-material requirements of this 

Consent Order (e.g., reasonable extensions of time and changes to reporting 

requirements) by submitting a written request to the Regional Director.

86. The Regional Director may, in his or her discretion, modify any non-material 

requirements of this Consent Order (e.g., reasonable extensions of time and 

changes to reporting requirements) if he or she determines that good cause 

justifies the modification. Any such modification by the Regional Director must 

be in writing.

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XIX.

Administrative and Other Provisions

87. With respect to any determination of Non-Objection required in this Consent 

Order, if the Regional Director objects to any proposed, or lack of proposed, 

action by Respondent, the Regional Director shall direct Respondent to make 

such revisions, and Respondent shall make the revisions and resubmit the 

proposed action within 14 days. Upon notification to Respondent of any 

determination of Non-Objection required by this Consent Order, Respondent 

must implement the course of action within 30 days unless otherwise specified, 

and the Board shall ensure that Respondent executes and thereafter adheres to 

the course of action. During the term of this Consent Order, Respondent shall 

revise the required plans, programs, policies, and procedures as necessary to 

incorporate new, or changes to, applicable legal requirements and supervisory 

guidelines. Respondent cannot make any changes to the course of action without 

obtaining a determination of Non-Objection from the Regional Director.

88. The Plans required under this Consent Order must contain a complete 

description of the actions necessary to achieve compliance with their stated 

requirements in this Consent Order and the components of each Plan shall be 

completed within the timeframes set forth in this Consent Order.

89. The provisions of this Consent Order do not bar, estop, or otherwise prevent the 

Bureau, or any other governmental agency, from taking any other action against 

Respondent, except as described in Paragraph 90. 

90. The Bureau releases and discharges Respondent from all potential liability for 

law violations that the Bureau has or might have asserted based on the acts and 

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practices described in Section IV of this Consent Order, to the extent such acts 

and practices occurred before the Effective Date and the Bureau knows about 

them as of the Effective Date. The Bureau expressly reserves its right to take 

future supervisory and enforcement actions, in it is discretion and as appropriate, 

and to assess a civil money penalty (bound by statutory maximum penalty 

amounts) in the future based on other violations of law and practices even though 

they may be addressed by required remedial actions in this Consent Order. The 

Bureau may use the practices described in this Consent Order in future 

enforcement actions against Respondent and its affiliates, including, without 

limitation, to establish a pattern or practice of violations or the continuation of a 

pattern or practice of violations or to calculate the amount of any penalty. This 

release does not preclude or affect any right of the Bureau to determine and 

ensure compliance with the Consent Order or to seek penalties for any violations 

of the Consent Order.

91. This Consent Order is intended to be, and will be construed as, a final Consent 

Order issued under § 1053 of the CFPA, 12 U.S.C. § 5563, and expressly does not 

form, and may not be construed to form, a contract binding the Bureau or the 

United States.

92. The Consent Order will remain effective and enforceable, except to the extent 

that any provisions of this Consent Order have been amended, suspended, 

waived, or terminated in writing by the Bureau or its designated agent.

93. Calculation of time limitations will run from the Effective Date and be based on 

calendar days, unless otherwise noted.

94. Should Respondent seek to transfer or assign all or part of its operations that are 

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subject to this Consent Order, Respondent must, as a condition of sale, obtain the 

written agreement of the transferee or assignee to comply with all applicable 

provisions of this Consent Order.

95. The provisions of this Consent Order will be enforceable by the Bureau. For any 

violation of this Consent Order, the Bureau may impose the maximum amount of 

civil money penalties allowed under § 1055(c) of the CFPA, 12 U.S.C. § 5565(c). In 

connection with any attempt by the Bureau to enforce this Consent Order in 

federal district court, the Bureau may serve Respondent wherever Respondent 

may be found, and Respondent may not contest that court’s personal jurisdiction 

over Respondent.

96. This Consent Order and the accompanying Stipulation contain the complete 

agreement between the parties. The parties have made no promises, 

representations, or warranties other than what is contained in this Consent Order 

and the accompanying Stipulation. This Consent Order and the accompanying 

Stipulation supersede any prior oral or written communications, discussions, or 

understandings.

97. Nothing in this Consent Order or the accompanying Stipulation may be 

construed as allowing Respondent, its Board, officers, or employees to violate any 

law, rule, or regulation.

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Mick Mui aney, Acting Director 

Bureau o Consumer Financial Protection 

35 

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#2018-025 

UNITED STATES OF AMERICA

DEPARTMENT OF THE TREASURY

COMPTROLLER OF THE CURRENCY

In the Matter of: 

Wells Fargo Bank, N.A. 

Sioux Falls, South Dakota 

)

)

)

)

)

)

AA-EC-2018-15

CONSENT ORDER

The Comptroller of the Currency of the United States of America (“Comptroller”), 

through his national bank examiners and other staff of the Office of the Comptroller of the 

Currency (“OCC”), has conducted examinations of Wells Fargo Bank, N.A., Sioux Falls, South 

Dakota (“Bank”). The OCC has identified deficiencies in the Bank’s enterprise-wide compliance 

risk management program that constituted reckless unsafe or unsound practices and resulted in 

violations of the unfair acts or practices provision of Section 5 of the Federal Trade Commission 

Act, 15 U.S.C. § 45(a)(1). The OCC has informed the Bank of the findings resulting from the 

examinations.

The Bank, by and through its duly elected and acting Board of Directors (“Board”), has 

executed a Stipulation and Consent to the Issuance of a Consent Order, dated April 20, 2018, that 

is accepted by the Comptroller (“Stipulation”). By the Stipulation, which is incorporated herein 

by reference, the Bank has consented to the issuance of this Consent Cease and Desist Order 

(“Order”) by the Comptroller.

Exhibit 99.3

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ARTICLE I 

COMPTROLLER’S FINDINGS

The Comptroller finds, and the Bank neither admits nor denies, the following: 

(1) Since at least 2011, the Bank has failed to implement and maintain a compliance 

risk management program commensurate with the Bank’s size, complexity and risk profile. The 

Bank’s failure to implement and maintain a satisfactory compliance risk management program 

has caused the Bank to engage in reckless unsafe or unsound practices and violations of law. 

(2) In the course of its ongoing supervision of the Bank, the OCC has identified the 

following deficiencies and reckless unsafe or unsound practices with respect to the Bank’s 

compliance risk management program: 

(a) Failure to establish effective first and second lines of defense as required 

by 12 C.F.R. Part 30, Appendix D and insufficient compliance audit; 

(b) Inability to execute on a comprehensive plan to address compliance risk 

management deficiencies;

(c) Failure to fill mission-critical staffing positions for Wells Fargo 

Compliance, formerly known as the Regulatory Compliance Risk Management 

unit, with individuals who possess the requisite knowledge, skills, and abilities to 

perform assigned duties;

(d) Failure to implement a reliable compliance risk assessment and testing 

program; 

(e) Inadequate reporting to the Board regarding compliance concerns, the 

regulatory landscape, and the Bank’s efforts to correct its compliance problems 

and address regulatory changes; and 

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(f) Failure to adequately develop and implement key elements of its 

compliance risk management program designed to ensure that the Bank addressed 

risks related to potential unfair or deceptive acts or practices since 2014. 

(3) With respect to its enterprise-wide compliance risk management program, the 

Bank has previously identified and reported to the OCC certain of the deficiencies that are 

described in this Order. The Bank has begun corrective action, and has committed to taking all 

necessary and appropriate steps to remedy the deficiencies identified by the OCC and to establish 

an effective compliance risk management program.

(4) In addition to the reckless unsafe or unsound compliance risk management 

practices outlined in Paragraph (2) above, prior to June 2012, and continuing through October 

2016, the Bank’s Dealer Services unit, and its vendor, caused the improper placement and/or 

maintenance of collateral protection insurance (“CPI”) policies on automobile loan accounts, and 

charged premiums, interest, and other fees on borrowers’ accounts where the borrowers had 

demonstrated adequate insurance under the terms of their automobile loan note/contract. The 

Bank, after appropriately placing CPI policies on some borrowers’ accounts, improperly 

maintained CPI policies on borrowers’ accounts after the borrowers had demonstrated that they 

had obtained adequate insurance on their vehicles.

(5) As a result of the Bank’s improper CPI placement practices, borrowers were 

improperly charged CPI premiums, interest, and fees, and suffered loan delinquencies due to 

increased loan payment amounts. In some cases, the Bank improperly repossessed vehicles from 

borrowers who had defaulted on their loans due to improperly placed or maintained CPI policies. 

(6) The Bank’s aforementioned practices with respect to CPI constituted unfair acts 

or practices in or affecting commerce in violation of the unfair acts or practices provision of 

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Section 5 of the Federal Trade Commission Act, 15 U.S.C. § 45(a)(1), and were unsafe or 

unsound. 

(7) Beginning in at least September 2013 and continuing through March 2017, it was 

the Bank’s policy that if (a) a mortgage loan application did not close within its initial interest 

rate lock period in circumstances where the Bank was responsible for the failure of the loan to 

close and (b) the customer chose to extend the interest rate lock period, the extension fee was to 

be charged to the Bank, and not the customer. However, in a number of instances, the Bank 

charged customers mortgage interest rate lock extension fees even though the Bank had caused 

the loan closing to fail to occur within the mortgage interest rate lock period.

(8) As a result of the Bank’s mortgage interest rate lock extension fee practices, 

customers were improperly charged mortgage interest rate extension fees when the Bank should 

have borne those costs. The Bank’s mortgage interest rate lock extension fee practices 

constituted unfair acts or practices in or affecting commerce in violation of the unfair acts or 

practices provision of Section 5 of the Federal Trade Commission Act, 15 U.S.C. § 45(a)(1), and 

were unsafe or unsound. 

(9) By reason of the foregoing conduct, the Bank engaged in reckless unsafe or 

unsound practices and violations of law that were part of a pattern of misconduct, and was 

unjustly enriched.

Pursuant to the authority vested in him by the Federal Deposit Insurance Act, as 

amended, 12 U.S.C. § 1818, the Comptroller hereby ORDERS that: 

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ARTICLE II

COMPLIANCE COMMITTEE

(1) The Board shall appoint and maintain an active Compliance Committee of at least 

three (3) members, of which a majority shall be directors who are not employees or officers of 

the Bank or any of its subsidiaries or affiliates. The Compliance Committee shall be responsible 

for monitoring and overseeing the Bank’s compliance with the provisions of this Order. The 

Compliance Committee shall meet quarterly and maintain minutes of its meetings at which 

compliance with this is Order is discussed.

(2) Within one hundred twenty (120) days of the effective date of this Order, and 

thereafter within forty-five (45) days after the end of each calendar quarter, the Compliance 

Committee shall submit a written progress report to the Board setting forth in detail the actions 

taken to comply with each Article of this Order, and the results and status of those actions. 

(3) The Board shall forward a copy of the progress report, with any additional 

comments by the Board, to the Examiner-in-Charge within fifteen (15) days of the first Board 

meeting following receipt of such report, unless additional time is granted by the Examiner-inCharge through a written determination of no supervisory objection. 

ARTICLE III

ACTION PLANS

(1) Pursuant to the timeframe for completion and other requirements set forth in 

Article IV of this Order, the Bank shall develop a Compliance Risk Management Plan 

(“CRMP”) containing a complete description of the actions necessary to achieve compliance 

with Article IV of this Order. Separately, the Bank shall develop a Consent Order Action Plan 

(“COAP”) containing a complete description of the actions necessary to achieve compliance with 

Articles V through VIII of this Order. The components of the COAP shall be completed within 

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the timeframes set forth in Articles VI through VIII of this Order. Collectively, the CRMP and 

COAP are referred to collectively in this Order as the “Plans.”

(2) The Plans shall specify timelines for completion of the remedial actions required 

by the Articles of this Order. The timelines in the Plans shall be consistent with any deadlines set 

forth in this Order, unless modified by written agreement with the Examiner-in-Charge.

(3) Upon receiving a written determination of no supervisory objection from the 

Examiner-in-Charge, the Board shall ensure the Bank executes and thereafter adheres to the 

Plans. In the course of executing the Plans, the Bank shall not take any action that will cause a 

significant deviation from, or material change to, the Plans, unless and until the Bank has 

received a prior written determination of no supervisory objection from the Deputy Comptroller. 

(4) The Board shall ensure that the Bank achieves and thereafter maintains 

compliance with this Order, including, without limitation, successful execution of the Plans. In 

each instance in this Order in which the Board is required to ensure adherence to or perform 

certain obligations of the Bank, it is intended to mean that the Board shall: 

(a) Require timely reporting by Bank management of such actions directed by 

the Board to be taken under this Order; 

(b) Follow-up on noncompliance with such actions in a timely and appropriate 

manner; and

(c) Require corrective action be taken in a timely manner for any 

noncompliance with such actions. 

(5) Within one hundred twenty (120) days of receipt of a prior written determination 

of no supervisory objection to the Plans, the Bank’s Internal Audit department shall complete an 

assessment of the Bank’s progress towards implementing the Plans. The findings shall be 

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memorialized in writing and, within thirty (30) days of completing the assessment, Internal Audit 

shall provide its written findings to the Compliance Committee and the Examiner-in-Charge.

ARTICLE IV

ENTERPRISE-WIDE COMPLIANCE RISK MANAGEMENT PROGRAM

(1) Within sixty (60) days of the effective date of this Order, the Bank shall submit to 

the OCC, for review and prior written determination of no supervisory objection by the 

Examiner-in-Charge, an acceptable CRMP containing a complete description of the actions that 

are necessary and appropriate to achieve compliance with this Article. In the event the Examinerin-Charge directs the Bank to revise the CRMP, the Bank shall promptly make the necessary and 

appropriate revisions and submit the revised Action Plan to the Examiner-in- Charge for review 

and written determination of no supervisory objection. 

(2) The Compliance Risk Management Program, addressed through the CRMP, shall, 

at a minimum, include:

(a) An effective compliance risk framework that establishes the responsibility 

and accountability for respective front line units and independent compliance risk 

management;

(b) A program to measure, aggregate, and limit regulatory compliance 

exposures on an ongoing basis independent from front line units commensurate 

with the risk profile of the Bank; 

(c) Establishment of and adherence to procedures and processes that define 

clear roles and responsibilities for respective front line units and independent 

compliance risk management staff, and also ensures compliance with enterprisewide corporate policies, and laws and regulations (including, but not limited to, 

state consumer protection laws, “Federal consumer financial law” as defined at 12 

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U.S.C. § 5481, Section 5 of the Federal Trade Commission Act, 12 U.S.C. § 45, 

and the Servicemembers Civil Relief Act, 50 U.S.C. § 3901, et seq.); 

(d) A program to develop, attract, and retain talent and maintain appropriate 

staffing levels to fulfill respective roles in the Bank’s compliance risk 

management framework;

(e) An effective, independent monitoring and testing function that is 

sufficiently and competently staffed and provides risk-based scope and coverage 

to provide credible challenge and escalation of issues identified by front line 

units; 

(f) A program that establishes enterprise-wide policies and processes to 

ensure effective compliance governance and oversight for new products and 

services;

(g) Procedures for reporting and escalating significant compliance concerns to 

senior management and the Board; and

(h) A comprehensive training program for front line, independent compliance 

risk, and audit staff that addresses relevant state and federal laws and regulations 

and impending publicly-announced changes to state and federal laws and 

regulations. 

(3) Upon receipt of a written determination of no supervisory objection to the CRMP, 

the Board shall ensure that the Bank implements and adheres to the CRMP. 

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ARTICLE V 

STAFFING ASSESSMENT

(1) Within sixty (60) days of the effective date of this Order, the Bank shall develop 

and submit to the OCC, for review and prior written determination of no supervisory objection 

by the Examiner-in-Charge, a Staffing Assessment and Program (“Staffing Assessment”) for the 

Bank’s independent Compliance Risk Management Program that will provide for the allocation 

of adequate resources. At a minimum, the Staffing Assessment will:

(a) Identify the skills and expertise needed to execute and sustain a safe and 

sound system of internal controls and risk management for the independent 

Compliance Risk Management Program and identify any gaps in those skills 

and/or expertise within the Bank’s current staff; 

(b) Develop a plan detailing how the Bank will address any gaps or 

deficiencies identified pursuant to Subparagraph (1)(a) of this Article; and 

(c) Ensure a robust staffing model that provides for ongoing monitoring of the 

Bank’s independent Compliance Risk Management Program’s staffing, including 

addressing skill and expertise gaps as identified. 

(2) The Compliance Committee shall ensure that management corrects any 

deficiencies identified by the Staffing Assessment and implements any plans or 

recommendations resulting from the Staffing Assessment.

(3) Thereafter, the Compliance Committee will ensure that the Bank, at least as 

frequently as annually, evaluates the skills and expertise of the independent Compliance Risk 

Management Program’s staff to determine if there are any material deficiencies in skills or 

expertise and develop a plan to address any identified gaps or deficiencies. 

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ARTICLE VI

INTERNAL AUDIT

(1) Within sixty (60) days of the effective date of this Order, the Bank shall submit to 

the OCC, for review and prior written determination of no supervisory objection by the 

Examiner-in-Charge, a plan to enhance Internal Audit’s program with respect to compliance 

(“Internal Audit’s Compliance Program”). At a minimum, Internal Audit’s Compliance Program 

shall include: 

(a) An annual assessment conducted by Internal Audit of the Bank’s 

implementation and adherence to the Compliance Risk Management Program. 

The findings shall be memorialized in writing and, within thirty (30) days of 

completing the assessment, the findings shall be provided to the Compliance 

Committee and the Examiner-in-Charge;

(b) Policies and procedures for conducting audits of the Bank’s compliance 

with all relevant state and federal laws and regulations;

(c) Clearly defined roles and responsibilities of Internal Audit’s staff to ensure 

there is comprehensive coverage and coordination with the Bank’s Compliance 

Risk Management Program; 

(d) Procedures for expanding Internal Audit’s sampling when exceptions 

based on potential violations of laws and regulations are detected; and 

(e) An annual assessment of the effectiveness of Internal Audit’s Compliance 

Program’s staff to ensure the sufficiency of staffing levels and expertise for an 

effective and sustainable compliance audit function. 

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ARTICLE VII

REMEDIATION PROGRAM

(1) Within one hundred twenty (120) days of the effective date of this Order, the

Bank shall develop and submit to the OCC, for review and prior written determination of no 

supervisory objection by the Examiner-in-Charge, a plan to develop and implement a 

Remediation Program (“Remediation Program”) that is applicable to remediation activities 

conducted by the Bank, as defined in the Remediation Program.

(2) The Bank shall develop and implement a Remediation Program that, at a

minimum, shall include:

(a) Policies and procedures that define the Bank’s methodology for

identifying harmed or otherwise affected customers (“affected customers”), 

calculating the economic or other adverse impact on affected customers (which, 

for the purposes of this Order, does not include emotional harm or distress), 

communicating with affected customers, and providing remediation to affected 

customers. These policies and procedures shall ensure that, at a minimum, the 

Bank: 

i. Clearly defines the methodology for identifying affected customers

and calculating economic or other adverse impact, including but not 

limited to the parameters used in establishing the affected customer 

population, the type of economic or other adverse impact, and the 

appropriate form(s) of remediation;

ii. Engages in a holistic assessment of the economic or other adverse

impact on the affected customers when developing individual remediation 

plans required by the Remediation Program (each such plan, a 

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“Remediation Plan”). The factors to be considered include, but are not 

limited to, the total dollar amount of economic or other adverse impact on 

the affected population, the amount of additional fees or interest collected 

or charged in connection with the issue, any negative effects to a 

customer’s credit report, and the period of time during which customers 

were affected; 

iii. Establishes criteria and standards for Remediation Plans,

including: 

a. Evaluating the parameters used to determine the affected

customer population, the economic or other adverse impact, and 

the form of remediation; 

b. Locating and contacting affected customers;

c. Developing effective disclosures and communications used

to inform affected customers of any actual or potential harm and 

apprise customers of their remediation options; 

d. The issuance and tracking of remediation payments

disbursed to affected customers;

e. The crediting or adjustment of affected customers’

accounts;

f. Procedures to request amendments to affected customers’

credit reports from the credit reporting agencies;

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g. Procedures to validate that requested amendments to

affected customers’ credit reports have been accepted and applied 

by the credit reporting agencies; and

h. Ensuring effective oversight of independent consultants,

including criteria and standards around evaluation of the 

independent consultant’s work product associated with the 

implementation of a Remediation Plan.

(b) Governance processes that provide for:

i. Review and credible challenge of Remediation Plans by a senior

management risk committee, and approval by the Board or a Board 

committee; and

ii. A process for employees in the relevant business line or who are

responsible for developing, executing or validating Remediation Plans to 

escalate concerns about decisions with which they disagree to appropriate 

senior management.

(c) A mechanism through which directors on the Compliance Committee

receive sufficient information about Remediation Plans to assess whether the 

Remediation Program is being complied with, and to provide credible challenge.

(d) Reporting procedures that, at a minimum, require:

i. Monthly reporting of the status of any anticipated or ongoing

Remediation Plans developed by the Bank (“Remediation Report”); 

ii. The Remediation Report shall list all anticipated and ongoing

Remediation Plans, detailing, at a minimum:

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a. Issue(s) to be or being remediated;

b. Number of customers affected;

c. Anticipated amount of total reimbursement to be paid;

d. Period of time during which customers were affected; and

e. Current status of remediation.

iii. Within ten (10) days of its completion, the Remediation Report shall

be transmitted to the Compliance Committee and the Examiner-in-Charge.

(e) Processes that require the relevant line(s) of business or other unit of the

Bank to perform an analysis to diagnose the root cause(s) of the underlying 

issue(s) that led to the customer remediation, development of action plans to 

remediate the root cause(s), and implementation of internal controls and 

oversight, where necessary, to prevent further customer harm. 

ARTICLE VIII

ASSESSMENT OF REMEDIATION

(1) In connection with any Remediation Plan that has been submitted to the OCC

under the provisions of Paragraphs (4) or (6) of this Article and has received no supervisory 

objection, an independent unit, third party, or Internal Audit shall prepare a report validating that 

the Bank’s implementation of the Remediation Plan is in compliance with the requirements of 

the Bank’s Remediation Program (“Remediation Review Report”). Upon notification in writing 

by the Examiner-in-Charge, the OCC may require the Bank to engage an independent third party 

to validate that the Bank’s implementation of a Remediation Plan is in compliance with the 

requirements of the Bank’s Remediation Program, and prepare a Remediation Review Report.

(2) The Remediation Review Report shall include, at a minimum, an assessment of:

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(a) The effectiveness of the methodology and assumptions used to identify 

and determine the population of affected customers; 

(b) The rationale for any changes or adjustments to the underlying facts or 

assumptions relied upon in determining the population of affected customers, the 

amount of remediation, and the type of remediation; 

(c) The effectiveness of procedures used to locate and contact affected 

customers;

(d) The Bank’s success in contacting affected customers;

(e) The procedures to issue and track reimbursement payments and other 

forms of remediation; 

(f) The procedures used for requesting amendments to affected customers’ 

credit reports from the credit reporting agencies;

(g) Complaints received from affected customers receiving remediation or 

customers that believe they were affected but were not eligible for remediation 

under the Remediation Plan; and

(h) The work of any independent consultants that the Bank engaged to assist 

with the implementation or execution of the Remediation Plan.

(3) Within ten (10) days of its completion, the Remediation Review Report shall be 

submitted to the Compliance Committee and the Examiner-in-Charge.

(4) While this Order is effective, the Examiner-in-Charge may require submission of 

a validated Remediation Plan (as defined in Article VII of this Order) for a written determination 

of no supervisory objection if the related remediation meets the following criteria:

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(a) The number of customers or customer accounts likely to require 

remediation exceeds 50,000; 

(b) The anticipated amount of the total remediation to be paid, refunded, or 

remitted to customers exceeds $10 million; or

(c) The customer harm being remediated poses or has resulted in significant 

reputational risk to the Bank, or creates other supervisory concern. 

(5) The Bank, at least thirty (30) days (or as soon as practicable per the terms of the 

controlling legal document) prior to the implementation of any Remediation Plan pursuant to a 

legal judgment, court order, or negotiated settlement of any legal proceeding, as specified in the 

Remediation Program, which relates to a violation or a potential violation of a consumer 

compliance law including, but not limited to, state consumer protection laws, “Federal consumer 

financial law” as defined at 12 U.S.C. § 5481, and the Servicemembers Civil Relief Act, 50 

U.S.C. § 3901, et seq., must provide the Examiner-in-Charge with a copy of the proposed 

Remediation Plan.

(6) Within sixty (60) days of the effective date of this Order, the Bank shall submit to 

the OCC, for written determination of no supervisory objection by the Examiner-in-Charge, two 

comprehensive Remediation Plans, one covering CPI and the second addressing mortgage 

interest rate lock extension fees. Both Plans should address how the bank will remediate 

customers affected by the Bank’s unfair or unsafe or unsound practices. Within one hundred 

eighty (180) days from the determination of no supervisory objection, such remediation to 

affected customers shall be completed, including internal audit validation, and the Bank shall 

provide Remediation Review Reports (as defined in Paragraph (1) of this Article) pertaining to 

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CPI and mortgage interest rate lock extension fees Remediation Plans to the Examiner-inCharge.

(7) In the interest of expediting relief to affected consumers, the Bank may proceed 

with providing remediation to consumers under any Remediation Plan, whether or not it has been 

submitted for, or received, a written determination of no supervisory objection pursuant to 

Paragraphs (4) or (6) of this Article. However, the OCC, prior to providing no supervisory 

objection for any Remediation Plan, may require the Bank to provide additional remediation to 

consumers and/or remediate other consumers.

(8) The Bank shall not be considered to be in compliance with this Article, and this 

Article remains effective, until such time that the OCC has determined that the Bank is in 

compliance with Articles II through VII of this Order. 

ARTICLE IX

COMPENSATION MATTERS

(1) Upon execution of this Order, unless the OCC informs the Bank otherwise in 

writing, the Bank is not subject to the restrictions in 12 C.F.R. § 5.51 requiring prior notice to the 

OCC of changes in directors and senior executive officers or the limitation on golden parachute 

payments set forth in 12 C.F.R. Part 359. This provision informs the Bank in writing for 

purposes of 12 C.F.R. § 5.51(c)(7)(ii) and also applies to all other consent orders between the 

Bank and the OCC outstanding as of the effective date of this Order (see OCC Orders AA-EC2015- 06; AA-EC-2015-79; AA-EC-2016-68; and AA-EC-2016-66). 

(2) Notwithstanding Paragraph (1) of this Article, the Bank shall comply with the 

provisions of this Article for any “covered payment” to a “covered individual.” 

(3) For purposes of this Article, “covered payment” shall include any payment by the 

Bank, or its holding company (“Company”), to a covered individual that provides compensation 

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that is contingent on, or is payable on or after, a termination of employment that occurs on or 

after the effective date of this Order. Covered payment shall not include: 

(a) Any payment made pursuant to a pension or retirement plan, a health or

insurance benefit plan or payments made as a result of death or disability; 

(b) Any payment made pursuant to the Bank’s Salary Continuation Plan,

effective April 1, 2017; 

(c) Any severance payment required to be made pursuant to foreign law;

(d) Any payment made pursuant to a stock option or equity award that vested

prior to the termination of that person’s employment; or 

(e) Any payment or class of payments the OCC designates in writing as not

being a covered payment. 

(4) For purposes of this Article, “covered individual” shall include:

(a) Any current or former member of the Company’s Operating Committee

who occupied that position at any time between June 3, 2015, and the effective 

date of this Order; 

(b) Any current or former Bank employee who served as a member of the

Company’s Management Committee Review Group who occupied that position 

any time between June 3, 2015, and the effective date of this Order; 

(c) Any current or former Bank employee who served as a Regional Bank

President or in a more senior position in the Community Bank at any time 

between June 3, 2015, and the effective date of this Order; and 

(d) Any current or former Bank employee the OCC designates in writing as a

covered individual.

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(5) The Bank shall submit a request to the Deputy Comptroller for prior written 

determination of no supervisory objection to a covered payment to a covered individual before 

such covered payment is made. Such request shall include a certification, made after the Bank 

has conducted an appropriate payment review process, that the covered individual was not 

substantially responsible for conduct related to Article I of this Order or OCC Consent Order 

AA-EE-2016-66 dated September 6, 2016 (“Sales Practices Order”).

(6) Within thirty (30) days of the date of this Order, the Bank shall submit to the 

OCC, for prior written determination of no supervisory objection by the Examiner-In-Charge, a 

plan detailing a proposed payment review process. Once the Bank receives prior written 

determination of no supervisory objection from the OCC to the payment review process, the 

Bank shall adopt, implement, and thereafter adhere to the payment review process in submitting 

any request under Paragraph (5) of this Article. 

(7) After the Bank has submitted a request with respect to any covered payment, the 

covered payment may not be made until: 

(a) In the case of any current or former member of the Company’s Operating 

Committee or Management Committee Review Group who occupied that position 

at any time between June 3, 2015, and the effective date of this Order, the Bank 

receives prior written determination of no supervisory objection from the Deputy 

Comptroller; or

(b) In the case of any other covered individual, the earlier of: 

i. The date the Bank receives prior written determination of no 

supervisory objection from the OCC; or 

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ii. Thirty (30) days after the Bank submitted a request, unless the

OCC has objected to the proposed covered payment or the Deputy 

Comptroller advises the Bank that the OCC, at its sole discretion, is 

extending the review period. 

(8) Upon the effective date of this Order, the Bank shall have entered into a written

agreement with the Company, a copy of which shall be provided to the Examiner-in-Charge,

stating, among other things, that the Company will not make any covered payment unless: 

(a) The Bank has received a prior written determination of no supervisory

objection from the OCC with respect to the covered payment; or 

(b) The period within which the OCC may object to a covered payment has

elapsed (including any extension of the initial period) without the OCC’s 

objection to the payment. 

(9) The Bank shall ensure that any agreement not in existence as of the date of this

Order that may provide for a covered payment conditions the covered payment on the Bank’s 

compliance with the provisions of this Article.

(10) Upon a finding by the OCC that the Bank has failed to abide by the restrictions

contained in this Article or that the Bank or Company has violated the written agreement 

between the parties referenced in Paragraph (8) of this Article, the OCC may subject the Bank to 

the restrictions in 12 C.F.R. § 5.51 requiring prior notice to the OCC of changes in directors and 

senior executive officers and the limitation on golden parachute payments set forth in 

12 C.F.R. Part 359, or assess civil money penalties against the Bank pursuant to the provisions of 

12 U.S.C. § 1818(i) and\or take other enforcement and\or supervisory action. 

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(11) For purposes of this Article, the term “Bank Employee” shall include any 

institution-affiliated party as defined in 12 U.S.C. § 1813(u). 

ARTICLE X 

CHANGES IN DIRECTORS AND SENIOR EXECUTIVE OFFICERS

(1) The Bank shall obtain a prior written determination of no supervisory objection 

from the Deputy Comptroller with respect to the appointment of any individual to a position of 

“senior executive officer,” or to the appointment of Chairman of the Board or any other 

individual to the Board. In connection therewith, the Bank shall comply with the requirements of 

the “Changes in Directors and Senior Executive Officers” booklet of the Comptroller’s Licensing 

Manual (February 2017). The OCC may provide additional guidance with respect to such aspects 

of the process as it may deem appropriate. The OCC shall not be required to review or act upon 

any request within any specific time period.

(2) For purposes of this Article, “senior executive officer” shall have the meaning 

specified in 12 C.F.R. § 5.51(c)(4) and shall include the following individuals because they 

exercise significant influence over, or participate in, major policy making decisions of the Bank:

(a) Bank employees in all titled positions that presently comprise the 

Company’s Operating Committee, and their functional equivalents; and 

(b) Bank employees in all future titled positions that the Bank adds to the 

Company’s Operating Committee.

(3) For purposes of this Article, the term “Bank Employee” shall include any 

institution affiliated party as defined in 12 U.S.C. § 1813(u). 

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ARTICLE XI

APPROVAL, IMPLEMENTATION, AND REPORTS

(1) The Bank shall submit the written plans, programs, policies, and procedures 

required by this Order to the Examiner-in-Charge, or as otherwise specified by this Order, for 

review and prior written determination of no supervisory objection within the applicable time 

periods set forth in Articles III through X. The Board shall ensure that the Bank submits the 

plans, programs, policies, and procedures to the Examiner-in-Charge for prior written 

determination of no supervisory objection. In the event the Examiner-in-Charge asks the Bank to 

revise the plans, programs, policies, or procedures, the Bank shall promptly make the necessary 

and appropriate revisions and resubmit the materials to the Examiner-in-Charge for review and 

written determination of no supervisory objection. Unless otherwise specified, following 

implementation of the plans, programs, policies, and procedures, the Bank shall not take any 

action that will cause a significant deviation from, or material change to the plans, programs, 

policies, and procedures, unless and until the Bank has received prior written determination of no 

supervisory objection from the Deputy Comptroller. 

(2) During the term of this Order, the Bank shall revise the required plans, programs, 

policies, and procedures as necessary to incorporate new, or changes to, applicable legal 

requirements and supervisory guidelines. 

(3) The Board shall ensure that the Bank has processes, personnel, and control 

systems to ensure implementation of and adherence to the plans, programs, policies, and 

procedures required by this Order. 

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(4) All communication regarding this Order shall be sent to:

Tanya K. Smith

Examiner-in-Charge

Wells Fargo Bank, N.A. 

LB-OCC-National Bank Examiners

343 Sansome Street, Suite 1150 

San Francisco, CA 94163 

or such other individuals or addresses as directed by the OCC. 

ARTICLE XII

OTHER PROVISIONS

(1) Although this Order requires the Bank to submit certain actions, plans, programs, 

and policies for the review or prior written determination of no supervisory objection by the 

Examiner-in-Charge, the Board has the ultimate responsibility for proper and sound management 

of the Bank. 

(2) If, at any time, the Comptroller deems it appropriate in fulfilling the 

responsibilities placed upon him by the several laws of the United States to undertake any action 

affecting the Bank, nothing in this Order shall in any way inhibit, estop, bar, or otherwise prevent 

the Comptroller from so doing. 

(3) This Order constitutes a settlement of the cease and desist proceeding against the 

Bank contemplated by the Comptroller, based on the practices and violations of law described in 

the Comptroller’s Findings set forth in Article I of this Order. The Comptroller releases and 

discharges the Bank from all potential liability for a cease and desist order that has been or might 

have been asserted by the Comptroller based on the practices and violations described in 

Article I of this Order, to the extent known to the Comptroller as of the effective date of this 

Order. Notwithstanding this release, the OCC expects the Bank to expeditiously undertake all 

necessary and appropriate actions to achieve compliance with this Order and to avoid future 

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violations of law and harm to consumers. The OCC expressly reserves its right to assess future 

civil money penalties, or take other supervisory and/or enforcement actions, including in 

circumstances where the OCC determines that the Bank is not making sufficient and sustainable 

progress towards implementation of an effective and sustainable enterprise-wide compliance risk 

management program. Such actions could include issuing a cease and desist order pursuant to 

12 U.S.C. § 1818(b)(6) that imposes business restrictions and/or requires the Bank to make 

changes to its senior executive officers or any and/or all members of the Board. Moreover, 

nothing in the Stipulation or this Order shall prevent the Comptroller from: 

(a) Instituting enforcement actions other than a cease and desist order against 

the Bank based on the findings set forth in Article I of this Order;

(b) Instituting enforcement actions against the Bank based on any other 

findings; 

(c) Instituting enforcement actions against the Bank’s institution-affiliated 

parties based on the findings set forth in Article I of this Order, or any other 

findings; or 

(d) Utilizing the findings set forth in Article I of this Order in future 

enforcement actions against the Bank or its institution-affiliated parties to 

establish a pattern or the continuation of a pattern. 

Further, nothing in the Stipulation or this Order shall affect any right of the Comptroller to 

determine and ensure compliance with the terms and provisions of the Stipulation or this Order. 

 (4) This Order is and shall become effective upon its execution by the Comptroller, 

through his authorized representative whose hand appears below. This Order shall remain 

effective and enforceable, except to the extent that, and until such time as, any provision of this 

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Order shall be amended, suspended, waived, or terminated in writing by the Comptroller or his 

authorized representative. 

(5) Any time limitations imposed by this Order shall begin to run from the effective 

date of this Order, as shown below, unless this Order specifies otherwise. The time limitations 

may be extended in writing by the Deputy Comptroller for good cause upon written application 

by the Board. Any request to extend any time limitation shall include a statement setting forth in 

detail the special circumstances that prevent the Bank from complying with the time limitation, 

and shall be accompanied by relevant supporting documentation. The Deputy Comptroller’s 

decision regarding the request is final and not subject to further review. 

(6) The terms and provisions of this Order apply to the Bank and its subsidiaries, 

even though those subsidiaries are not named as parties to this Order. The Bank shall integrate 

any activities done by a subsidiary into its plans, policies, programs, and processes required by 

this Order. The Bank shall ensure that its subsidiaries comply with all terms and provisions of 

this Order.

(7) This Order is intended to be, and shall be construed to be, a final order issued 

pursuant to 12 U.S.C. § 1818(b), and expressly does not form, and may not be construed to form, 

a contract binding the Comptroller or the United States. Without limiting the foregoing, nothing 

in this Order shall affect any action against the Bank or its institution-affiliated parties by a bank 

regulatory agency, the United States Department of Justice, or any other law enforcement 

agency.

(8) The terms of this Order, including this Paragraph, are not subject to amendment 

or modification by any extraneous expression, prior agreements, or prior arrangements between 

the parties, whether oral or written.

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IT IS SO ORDERED, this 20th day of April, 2018. 

_/s/Greg J. Coleman_____ 

Greg J. Coleman

Deputy Comptroller 

Large Bank Supervision 

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 1 

UNITED STATES OF AMERICA

DEPARTMENT OF THE TREASURY

COMPTROLLER OF THE CURRENCY

In the Matter of: 

Wells Fargo Bank, N.A. 

Sioux Falls, South Dakota 

)

) 

) 

) 

) 

)

 

 

AA-EC-2018-15 

STIPULATION AND CONSENT TO THE ISSUANCE

OF A CONSENT ORDER

WHEREAS, the Comptroller of the Currency of the United States of America 

(“Comptroller”), based upon information derived from the exercise of his regulatory and 

supervisory responsibilities, intends to issue a cease and desist order to Wells Fargo Bank, N.A., 

Sioux Falls, South Dakota (“Bank”), pursuant to 12 U.S.C. § 1818(b), for deficiencies in the 

Bank’s enterprise-wide compliance risk management program that constituted reckless unsafe or 

unsound practices and resulted in violations of the unfair acts or practices provision of Section 5 

of the Federal Trade Commission Act, 15 U.S.C. § 45(a)(1); 

WHEREAS, in the interest of cooperation and to avoid additional costs associated with 

administrative and judicial proceedings with respect to the above matter, the Bank, through its 

duly elected and acting Board of Directors (“Board”), has agreed to execute this Stipulation and 

Consent to the Issuance of a Consent Order (“Stipulation”), that is accepted by the Comptroller, 

through his duly authorized representative; 

NOW, THEREFORE, in consideration of the above premises, it is stipulated by the 

Bank that: 

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 2 

ARTICLE I

JURISDICTION

(1) The Bank is a national banking association chartered and examined by the 

Comptroller pursuant to the National Bank Act of 1864, as amended, 12 U.S.C. § 1 et seq. 

(2) The Comptroller is “the appropriate Federal banking agency” regarding the Bank 

pursuant to 12 U.S.C. §§ 1813(q) and 1818(b). 

(3) The Bank is an “insured depository institution” within the meaning of 12 U.S.C. 

§ 1818(b)(1). 

ARTICLE II

CONSENT

(1) The Bank, without admitting or denying any wrongdoing, consents and agrees to 

issuance of the accompanying Consent Order by the Comptroller. 

(2) The terms and provisions of the Consent Order apply to the Bank and all of its

subsidiaries, even though those subsidiaries are not named as parties to the Consent Order.

(3) The Bank consents and agrees that the Consent Order shall be deemed an “order 

issued with the consent of the depository institution” pursuant to 12 U.S.C. § 1818(h)(2), and 

consents and agrees that the Consent Order shall become effective upon its execution by the 

Comptroller through his authorized representative, and shall be fully enforceable by the 

Comptroller pursuant to 12 U.S.C. § 1818(i). 

(4) Notwithstanding the absence of mutuality of obligation, or of consideration, or of 

a contract, the Comptroller may enforce any of the commitments or obligations herein 

undertaken by the Bank under his supervisory powers, including 12 U.S.C. § 1818(b), and not as 

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a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the 

Comptroller has any intention to enter into a contract. 

(5) The Bank declares that no separate promise or inducement of any kind has been 

made by the Comptroller, or by his agents or employees, to cause or induce the Bank to consent 

to the issuance of the Consent Order and/or execute this Stipulation.

(6) The Bank expressly acknowledges that no officer or employee of the Comptroller 

has statutory or other authority to bind the United States, the United States Treasury Department, 

the Comptroller, or any other federal bank regulatory agency or entity, or any officer or 

employee of any of those entities to a contract affecting the Comptroller’s exercise of his 

supervisory responsibilities. 

(7) The Consent Order constitutes a settlement of the cease and desist proceeding 

against the Bank contemplated by the Comptroller, based on the practices and violations of law 

described in the Comptroller’s Findings set forth in Article I of the Consent Order. The 

Comptroller releases and discharges the Bank from all potential liability for a cease and desist 

order that has been or might have been asserted by the Comptroller based on the practices and 

violations described in Article I of the Consent Order, to the extent known to the Comptroller as 

of the effective date of the Consent Order. Notwithstanding this release, the OCC expects the 

Bank to expeditiously undertake all necessary and appropriate actions to achieve compliance 

with the Consent Order and to avoid future violations of law and harm to consumers. The OCC 

expressly reserves its right to assess future civil money penalties, or take other supervisory 

and/or enforcement actions, including in circumstances where the OCC determines that the Bank 

is not making sufficient and sustainable progress towards implementation of an effective and 

sustainable enterprise-wide compliance risk management program. Such actions could include 

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issuing a cease and desist order pursuant to 12 U.S.C. § 1818(b)(6) that imposes business 

restrictions and/or requires the Bank to make changes to its senior executive officers or any 

and/or all members of the Board. Moreover, nothing in this Stipulation or the Consent Order 

shall prevent the Comptroller from: 

(a) Instituting enforcement actions other than a cease and desist order against

the Bank based on the findings set forth in Article I of the Consent Order; 

(b) Instituting enforcement actions against the Bank based on any other

findings; 

(c) Instituting enforcement actions against the Bank’s institution-affiliated

parties based on the findings set forth in Article I of the Consent Order, or any 

other findings; or 

(d) Utilizing the findings set forth in Article I of the Consent Order in future

enforcement actions against the Bank or its institution-affiliated parties to 

establish a pattern or the continuation of a pattern. 

Further, nothing in this Stipulation or the Consent Order shall affect any right of the Comptroller 

to determine and ensure compliance with the terms and provisions of this Stipulation or the 

Consent Order.

ARTICLE III

WAIVERS

(1) The Bank, by executing this Stipulation and consenting to the Consent Order,

waives:

(a) Any and all rights to the issuance of a Notice of Charges pursuant to 12

U.S.C. § 1818(b); 

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(b) Any and all procedural rights available in connection with the issuance of 

the Consent Order; 

(c) Any and all rights to a hearing and a final agency decision pursuant to 12 

U.S.C. § 1818(b) and (h), 12 C.F.R. Part 19; 

(d) Any and all rights to seek any type of administrative or judicial review of 

the Consent Order; 

(e) Any and all claims for fees, costs, or expenses against the Comptroller, or 

any of his agents or employees, related in any way to this enforcement matter or 

the Consent Order, whether arising under common law or under the terms of any 

statute, including, but not limited to, the Equal Access to Justice Act, 5 U.S.C. 

§ 504 and 28 U.S.C. § 2412; 

(f) Any and all rights to assert this proceeding, this Stipulation, consent to the 

issuance of the Consent Order, and/or the issuance of the Consent Order, as the 

basis for a claim of double jeopardy in any pending or future proceeding brought 

by the United States Department of Justice or any other governmental entity; and

(g) Any and all rights to challenge or contest the validity of the Consent 

Order. 

ARTICLE IV

OTHER PROVISIONS

(1) Regarding the effect of the Consent Order, and unless the OCC informs the Bank 

otherwise in writing with respect to any or all of the subparts below: 

(a) The Bank is treated as an “eligible bank” pursuant to 12 C.F.R. § 5.3(g)(5) 

for the purposes of 12 C.F.R. Part 5; 

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(b) The Bank is not subject to the restrictions in 12 C.F.R. § 5.51 requiring 

prior notice to the OCC of changes in directors and senior executive officers or 

the limitation on golden parachute payments set forth in 12 C.F.R. Part 359, but is 

subject to the restrictions of Articles IX and X of the Consent Order; and 

(c) The Bank is treated as an “eligible bank” pursuant to 12 C.F.R. 

§ 24.2(e)(4) for the purposes of 12 C.F.R. Part 24 regarding community and 

economic development. 

(2) Notwithstanding Paragraph (1) of this Article, the Bank’s status under 

12 C.F.R. §§ 5.3(g), 24.1(e), and 5.51(c)(7) is contingent upon the Bank’s satisfaction of the 

requirements of 12 C.F.R. §§ 5.3(g)(1)-(4), 24(e)(1)-(3), and 5.51(c)(7)(i), (iii). 

(3) The Stipulation supersedes all prior OCC communications informing the Bank 

whether it will be treated as an “eligible bank” for the purposes of 12 C.F.R. Parts 5 and 24 as a 

result of an enforcement action. 

ARTICLE V

CLOSING

(1) The provisions of this Stipulation and the Consent Order shall not inhibit, estop, 

bar, or otherwise prevent the Comptroller from taking any other action affecting the Bank if, at 

any time, he deems it appropriate to do so to fulfill the responsibilities placed upon him by the 

several laws of the United States of America.

(2) Nothing in this Stipulation or the Consent Order shall preclude any proceedings 

brought by the Comptroller to enforce the terms of the Consent Order, and nothing in this 

Stipulation or the Consent Order constitutes, nor shall the Bank contend that it constitutes, a 

release, discharge, compromise, settlement, dismissal, or resolution of any actions, or in any way 

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affects any actions that may be or have been brought by any other representative of the United 

States or an agency thereof, including, without limitation, the United States Department of 

Justice.

(3) The terms of this Stipulation, including this paragraph, and of the Consent Order

are not subject to amendment or modification by any extraneous expression, prior agreements or 

prior arrangements between the parties, whether oral or written.

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IN TESTIMONY WHEREOF, the undersigned, as the duly elected and acting Board of 

Directors of Wells Fargo Bank, N.A., Sioux Falls, South Dakota, have hereunto set their hands 

on behalf of the Bank. 

_/s/ Timothy J. Sloan_________________________ 

Timothy J. Sloan

_/s/ Theodore F. Craver, Jr.____________ ________ 

Theodore F. Craver, Jr. 

_/s/ Maria R. Morris_________________ ________ 

Maria R. Morris

_/s/ Karen B. Peetz ________________________ 

Karen B. Peetz

_/s/ James H. Quigley________________________ 

James H. Quigley 

__April 20, 2018__ 

Date 

__April 20, 2018__ 

Date 

__April 20, 2018__ 

Date 

__April 20, 2018__ 

Date 

__April 20, 2018__ 

Date 

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9 

Accepted by:

THE COMPTROLLER OF THE CURRENCY

By: __/s/Greg J. Coleman___ __April 20, 2018___ 

Greg J. Coleman Date

 Deputy Comptroller 

 Large Bank Supervision 

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1 

#2018-026 

UNITED STATES OF AMERICA

DEPARTMENT OF THE TREASURY

COMPTROLLER OF THE CURRENCY

In the Matter of: 

Wells Fargo Bank, N.A. 

Sioux Falls, South Dakota 

)

)

)

)

)

)

AA-EC-2018-16 

CONSENT ORDER FOR A CIVIL MONEY PENALTY

The Comptroller of the Currency of the United States of America (“Comptroller”), 

through his national bank examiners and other staff of the Office of the Comptroller of the 

Currency (“OCC”), has conducted examinations of Wells Fargo Bank, N.A., Sioux Falls, South 

Dakota (“Bank”). The OCC has identified deficiencies in the Bank’s enterprise-wide 

compliance risk management program that constituted reckless unsafe or unsound practices and 

resulted in violations of the unfair acts or practices provision of Section 5 of the Federal Trade 

Commission Act, 15 U.S.C. § 45(a)(1). The OCC has informed the Bank of the findings 

resulting from the examinations.

The Bank, by and through its duly elected and acting Board of Directors (“Board”), has 

executed a Stipulation and Consent to the Issuance of an Order for a Civil Money Penalty, dated

April 20, 2018, that is accepted by the Comptroller (“Stipulation”). By this Stipulation, which is 

incorporated herein by reference, the Bank has consented to the issuance of this Consent Order 

for a Civil Money Penalty (“Order”) by the Comptroller. 

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ARTICLE I

COMPTROLLER’S FINDINGS

The Comptroller finds, and the Bank neither admits nor denies, the following: 

(1) Since at least 2011, the Bank has failed to implement and maintain a compliance 

risk management program commensurate with the Bank’s size, complexity and risk profile. The 

Bank’s failure to implement and maintain a satisfactory compliance risk management program 

has caused the Bank to engage in reckless unsafe or unsound practices and violations of law. 

(2) In the course of its ongoing supervision of the Bank, the OCC has identified the 

following deficiencies and reckless unsafe or unsound practices with respect to the Bank’s 

compliance risk management program: 

(a) Failure to establish effective first and second lines of defense as required 

by 12 C.F.R. Part 30, Appendix D and insufficient compliance audit; 

(b) Inability to execute on a comprehensive plan to address compliance risk 

management deficiencies;

(c) Failure to fill mission-critical staffing positions for Wells Fargo 

Compliance, formerly known as the Regulatory Compliance Risk Management 

unit, with individuals who possess the requisite knowledge, skills, and abilities to 

perform assigned duties; 

(d) Failure to implement a reliable compliance risk assessment and testing 

program; 

(e) Inadequate reporting to the Board regarding compliance concerns, the 

regulatory landscape, and the Bank’s efforts to correct its compliance problems 

and address regulatory changes; and

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(f) Failure to adequately develop and implement key elements of its 

compliance risk management program designed to ensure that the Bank addressed 

risks related to potential unfair or deceptive acts or practices since 2014. 

(3) With respect to its enterprise-wide compliance risk management program, the 

Bank has previously identified and reported to the OCC certain of the deficiencies that are 

described in this Order. The Bank has begun corrective action, and has committed to taking all 

necessary and appropriate steps to remedy the deficiencies identified by the OCC and to establish 

an effective compliance risk management program.

(4) In addition to the reckless unsafe or unsound compliance risk management 

practices outlined in Paragraph (2) above, prior to June 2012, and continuing through October 

2016, the Bank’s Dealer Services unit, and its vendor, caused the improper placement and/or 

maintenance of collateral protection insurance (“CPI”) policies on automobile loan accounts, and 

charged premiums, interest, and other fees on borrowers’ accounts where the borrowers had 

demonstrated adequate insurance under the terms of their automobile loan note/contract. The 

Bank, after appropriately placing CPI policies on some borrowers’ accounts, improperly 

maintained CPI policies on borrowers’ accounts after the borrowers had demonstrated that they 

had obtained adequate insurance on their vehicles.

(5) As a result of the Bank’s improper CPI placement practices, borrowers were 

improperly charged CPI premiums, interest, and fees, and suffered loan delinquencies due to 

increased loan payment amounts. In some cases, the Bank improperly repossessed vehicles from 

borrowers who had defaulted on their loans due to improperly placed or maintained CPI policies.

(6) The Bank’s aforementioned practices with respect to CPI constituted unfair acts 

or practices in or affecting commerce in violation of the unfair acts or practices provision of 

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Section 5 of the Federal Trade Commission Act, 15 U.S.C. § 45(a)(1), and were unsafe or 

unsound. 

(7) Beginning in at least September 2013 and continuing through March 2017, it was 

the Bank’s policy that if (a) a mortgage loan application did not close within its initial interest 

rate lock period in circumstances where the Bank was responsible for the failure of the loan to 

close and (b) the customer chose to extend the interest rate lock period, the extension fee was to 

be charged to the Bank, and not the customer. However, in a number of instances, the Bank 

charged customers mortgage interest rate lock extension fees even though the Bank had caused 

the loan closing to fail to occur within the mortgage interest rate lock period. 

(8) As a result of the Bank’s mortgage interest rate lock extension fee practices, 

customers were improperly charged mortgage interest rate extension fees when the Bank should 

have borne those costs. The Bank’s mortgage interest rate lock extension fee practices 

constituted unfair acts or practices in or affecting commerce in violation of the unfair acts or 

practices provision of Section 5 of the Federal Trade Commission Act, 15 U.S.C. § 45(a)(1), and 

were unsafe or unsound. 

(9) By reason of the foregoing conduct, the Bank engaged in reckless unsafe or 

unsound practices and violations of law that were part of a pattern of misconduct, and was 

unjustly enriched.

Pursuant to the authority vested in him by the Federal Deposit Insurance Act, as 

amended, 12 U.S.C. § 1818, the Comptroller hereby ORDERS that: 

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ARTICLE II

ORDER FOR A CIVIL MONEY PENALTY

Pursuant to the authority vested in him by the Federal Deposit Insurance Act, 

12 U.S.C. § 1818(i), the Comptroller orders, and the Bank consents to the following: 

(1) The Bank shall make payment of a civil money penalty in the total amount of 

$500,000,000, which shall be paid upon the execution of this Order: 

(a) If a check is the selected method of payment, the check shall be made 

payable to the Treasurer of the United States and shall be delivered to: 

Comptroller of the Currency, P.O. Box 979012, St. Louis, Missouri 63197-9000. 

(b) If a wire transfer is the selected method of payment, it shall be sent in 

accordance with instructions provided by the Comptroller. 

(c) The docket number of this case (AA-EC-2018-16) shall be entered on the 

payment document or wire confirmation and a photocopy of the payment 

document or confirmation of the wire transfer shall be sent immediately, by 

overnight delivery, to the Director of Enforcement and Compliance, Office of the 

Comptroller of the Currency, 400 7th Street, S.W., Washington, D.C. 20219. 

(2) This Order shall be enforceable to the same extent and in the same manner as an 

effective and outstanding order that has been issued and has become final pursuant to 

12 U.S.C. § 1818(h) and (i).

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ARTICLE III

OTHER PROVISIONS

(1) This Order is intended to be, and shall be construed to be, a final order issued 

pursuant to 12 U.S.C. § 1818(i)(2), and expressly does not form, and may not be construed to 

form, a contract binding on the Comptroller or the United States.

(2) This Order constitutes a settlement of the civil money penalty proceeding against 

the Bank contemplated by the Comptroller, based on the practices and violations of law 

described in the Comptroller’s Findings set forth in Article I of this Order. The Comptroller 

releases and discharges the Bank from all potential liability for a civil money penalty that has 

been or might have been asserted by the Comptroller based on the practices and violations 

described in Article I of this Order, to the extent known to the Comptroller as of the effective 

date of this Order. Notwithstanding this release, the OCC expects the Bank to expeditiously 

undertake all necessary and appropriate actions to achieve compliance with the Consent Order 

issued by the OCC pursuant to 12 U.S.C. § 1818(b) (OCC Order AA-EC-2018-15), and to avoid 

future violations of law and harm to consumers. The OCC expressly reserves its right to assess 

future civil money penalties, or take other supervisory and/or enforcement actions, including in 

circumstances where the OCC determines that the Bank is not making sufficient and sustainable 

progress towards implementation of an effective and sustainable enterprise-wide compliance risk 

management program. Such actions could include issuing a cease and desist order pursuant to 

12 U.S.C. § 1818(b)(6) that imposes business restrictions and/or requires the Bank to make 

changes to its senior executive officers or any and/or all members of the Board. Moreover, 

nothing in this Order shall prevent the Comptroller from: 

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(a) Instituting enforcement actions, other than a civil money penalty, against 

the Bank based on the findings set forth in Article I of this Order; 

(b) Instituting enforcement actions against the Bank based on any other 

findings; 

(c) Instituting enforcement actions against the Bank’s institution-affiliated 

parties based on the findings set forth in Article I of this Order, or any other 

findings; or 

(d) Utilizing the findings set forth in Article I of this Order in future 

enforcement actions against the Bank or its institution-affiliated parties to 

establish a pattern or the continuation of a pattern. 

Further, nothing in this Order shall affect any right of the Comptroller to determine and ensure 

compliance with the terms and provisions of this Order. 

(3) The terms of this Order, including this paragraph, are not subject to amendment or 

modification by any extraneous expression, prior agreements, or prior arrangements between the 

parties, whether oral or written. 

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IT IS SO ORDERED, this 20th day of April, 2018. 

/s/Greg J. Coleman_______ 

Greg J. Coleman

Deputy Comptroller 

Large Bank Supervision 

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1 

UNITED STATES OF AMERICA

DEPARTMENT OF THE TREASURY

COMPTROLLER OF THE CURRENCY

In the Matter of: 

Wells Fargo Bank, N.A. 

Sioux Falls, South Dakota 

)

) 

) 

) 

) 

)

AA-EC-2018-16 

STIPULATION AND CONSENT TO THE ISSUANCE 

OF AN ORDER FOR A CIVIL MONEY PENALTY

WHEREAS, the Comptroller of the Currency of the United States of America 

(“Comptroller”), based upon information derived from the exercise of his regulatory and 

supervisory responsibilities, intends to initiate a civil money penalty proceeding against 

Wells Fargo Bank, N.A., Sioux Falls, South Dakota (“Bank”), pursuant to 12 U.S.C. § 1818(i), 

for deficiencies in the Bank’s enterprise-wide compliance risk management program that 

constituted reckless unsafe or unsound practices and resulted in violations of the unfair acts or 

practices provision of Section 5 of the Federal Trade Commission Act, 15 U.S.C. § 45(a)(1); 

WHEREAS, in the interest of cooperation and to avoid additional costs associated with 

administrative and judicial proceedings with respect to the above matter, the Bank, through its 

duly elected and acting Board of Directors (“Board”), has agreed to execute this Stipulation and 

Consent to the Issuance of a Civil Money Penalty (“Stipulation”), that is accepted by the 

Comptroller, through his duly authorized representative; 

NOW, THEREFORE, in consideration of the above premises, it is stipulated by the 

Bank that: 

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ARTICLE I

JURISDICTION

(1) The Bank is a national banking association chartered and examined by the 

Comptroller pursuant to the National Bank Act of 1864, as amended, 12 U.S.C. § 1 et seq. 

(2) The Comptroller is “the appropriate Federal banking agency” regarding the Bank 

pursuant to 12 U.S.C. §§ 1813(q) and 1818(i).

(3) The Bank is an “insured depository institution” within the meaning of 

12 U.S.C. § 1818(i).

ARTICLE II

CONSENT

(1) The Bank, without admitting or denying any wrongdoing, consents and agrees to 

issuance of the accompanying Consent Order for a Civil Money Penalty (“Order”) by the 

Comptroller. 

(2) The terms and provisions of the Order apply to the Bank and all of its

subsidiaries, even though those subsidiaries are not named as parties to the Order.

(3) The Bank consents and agrees that the Order shall be deemed an “order issued 

with the consent of the depository institution” pursuant to 12 U.S.C. § 1818(h)(2), and consents 

and agrees that the Order shall become effective upon its execution by the Comptroller through 

his authorized representative, and shall be fully enforceable by the Comptroller pursuant to 

12 U.S.C. § 1818(i). 

(4) Notwithstanding the absence of mutuality of obligation, or of consideration, or of 

a contract, the Comptroller may enforce any of the commitments or obligations herein 

undertaken by the Bank under his supervisory powers, including 12 U.S.C. § 1818(i), and not as 

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a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the 

Comptroller has any intention to enter into a contract. 

(5) The Bank declares that no separate promise or inducement of any kind has been 

made by the Comptroller, or by his agents or employees, to cause or induce the Bank to consent 

to the issuance of the Order and/or execute this Stipulation. 

(6) The Bank expressly acknowledges that no officer or employee of the Comptroller 

has statutory or other authority to bind the United States, the United States Treasury Department, 

the Comptroller, or any other federal bank regulatory agency or entity, or any officer or 

employee of any of those entities to a contract affecting the Comptroller’s exercise of his 

supervisory responsibilities. 

(7) The Order constitutes a settlement of the civil money penalty proceeding against 

the Bank contemplated by the Comptroller, based on the practices and violations of law 

described in the Comptroller’s Findings set forth in Article I of the Order. The Comptroller 

releases and discharges the Bank from all potential liability for a civil money penalty that has 

been or might have been asserted by the Comptroller based on the practices and violations 

described in Article I of the Order, to the extent known to the Comptroller as of the effective date 

of the Order. Notwithstanding this release, the OCC expects the Bank to expeditiously undertake 

all necessary and appropriate actions to achieve compliance with the Consent Order issued by the 

OCC pursuant to 12 U.S.C. § 1818(b) (OCC Order AA-EC-2018-15), and to avoid future 

violations of law and harm to consumers. The OCC expressly reserves its right to assess future 

civil money penalties, or take other supervisory and/or enforcement actions, including in 

circumstances where the OCC determines that the Bank is not making sufficient and sustainable 

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progress towards implementation of an effective and sustainable enterprise-wide compliance risk 

management program. Such actions could include issuing a cease and desist order pursuant to 

12 U.S.C. § 1818(b)(6) that imposes business restrictions and/or requires the Bank to make 

changes to its senior executive officers or any and/or all members of the Board. Moreover, 

nothing in this Stipulation or the Order shall prevent the Comptroller from: 

(a) Instituting enforcement actions, other than a civil money penalty, against 

the Bank based on the findings set forth in Article I of the Order; 

(b) Instituting enforcement actions against the Bank based on any other 

findings; 

(c) Instituting enforcement actions against the Bank’s institution-affiliated 

parties based on the findings set forth in Article I of the Order, or any other 

findings; or 

(d) Utilizing the findings set forth in Article I of the Order in future 

enforcement actions against the Bank or its institution-affiliated parties to 

establish a pattern or the continuation of a pattern. 

Further, nothing in this Stipulation or the Order shall affect any right of the Comptroller to 

determine and ensure compliance with the terms and provisions of this Stipulation or the Order. 

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ARTICLE III

WAIVERS

(1) The Bank, by executing this Stipulation and consenting to the Order, waives: 

(a) Any and all rights to the issuance of a Notice of Charges pursuant to 

12 U.S.C. § 1818(i);

(b) Any and all procedural rights available in connection with the issuance of 

the Order;

(c) Any and all rights to a hearing and a final agency decision pursuant to 

12 U.S.C. § 1818(i), 12 C.F.R. Part 19; 

(d) Any and all rights to seek any type of administrative or judicial review of 

the Order;

(e) Any and all claims for fees, costs or expenses against the Comptroller, or 

any of his agents or employees, related in any way to this enforcement matter or 

the Order, whether arising under common law or under the terms of any statute, 

including, but not limited to, the Equal Access to Justice Act, 5 U.S.C. § 504 and 

28 U.S.C. § 2412; 

(f) Any and all rights to assert this proceeding, this Stipulation, consent to the 

issuance of the Order, and/or the issuance of the Order, as the basis for a claim of 

double jeopardy in any pending or future proceeding brought by the United States 

Department of Justice or any other governmental entity; and 

 (g) Any and all rights to challenge or contest the validity of the Order. 

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ARTICLE IV

CLOSING

(1) The provisions of this Stipulation and the Order shall not inhibit, estop, bar, or 

otherwise prevent the Comptroller from taking any other action affecting the Bank if, at any 

time, he deems it appropriate to do so to fulfill the responsibilities placed upon him by the 

several laws of the United States of America. 

(2) Nothing in this Stipulation or the Order shall preclude any proceedings brought by 

the Comptroller to enforce the terms of the Order, and nothing in this Stipulation or the Order 

constitutes, nor shall the Bank contend that it constitutes, a release, discharge, compromise, 

settlement, dismissal, or resolution of any actions, or in any way affects any actions that may be 

or have been brought by any other representative of the United States or an agency thereof, 

including, without limitation, the United States Department of Justice.

 (3) The terms of this Stipulation, including this paragraph, and of the Order are not 

subject to amendment or modification by any extraneous expression, prior agreements or prior 

arrangements between the parties, whether oral or written.

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7 

IN TESTIMONY WHEREOF, the undersigned, as the duly elected and acting Board of 

Directors of Wells Fargo Bank, N.A., Sioux Falls, South Dakota, have hereunto set their hands 

on behalf of the Bank. 

_/s/Timothy J. Sloan _____________________ 

Timothy J. Sloan

_/s/Theodore F. Craver, Jr. _________________ 

Theodore F. Craver, Jr.

_/s/Karen B. Peetz___________________________ 

Karen B. Peetz

_/s/Maria R. Morris _________________________ 

Maria R. Morris

_/s/James H. Quigley________________________ 

James H. Quigley 

__April 20, 2018_ 

Date 

__April 20, 2018_ 

Date 

__April 20, 2018_ 

Date 

__April 20, 2018_ 

Date 

__April 20, 2018_ 

Date 

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8 

Accepted by:

THE COMPTROLLER OF THE CURRENCY

By: __/s/Greg J. Coleman________________ __April 20, 2018__ 

 Greg J. Coleman Date

 Deputy Comptroller

 Large Bank Supervision 

GARCIA 01281

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2021 CONSENT ORDER 

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#2021-035

UNITED STATES OF AMERICA

DEPARTMENT OF THE TREASURY

OFFICE OF THE COMPTROLLER OF THE CURRENCY

In the Matter of:

Wells Fargo Bank, N.A.

Sioux Falls, South Dakota

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AA-ENF-2021-29

CONSENT ORDER

WHEREAS, the Office of the Comptroller of the Currency (“OCC”) has supervisory 

authority over Wells Fargo Bank, N.A., Sioux Falls, South Dakota (“Bank”);

WHEREAS, the OCC intends to initiate cease and desist proceedings against the Bank

pursuant to 12 U.S.C. § 1818(b), through the issuance of a Notice of Charges, for engaging in 

unsafe or unsound practice(s) related to material deficiencies regarding the Bank’s loss 

mitigation activities, including loan modification decisions and operational practices, and 

inadequate Independent Risk Management and Internal Audit of the Bank’s loss mitigation 

activities.

WHEREAS, in the interest of cooperation and to avoid additional costs associated with 

administrative and judicial proceedings with respect to the above matter, the Bank, by and 

through its duly elected and acting Board of Directors (“Board”), consents to the issuance of this 

Consent Order (“Order”), by the OCC through the duly authorized representative of the 

Comptroller of the Currency (“Comptroller”); and

NOW, THEREFORE, pursuant to the authority vested in the OCC by Section 8(b) of 

the Federal Deposit Insurance Act, as amended, 12 U.S.C. § 1818(b), the OCC hereby orders 

that:

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ARTICLE I

JURISDICTION

(1) The Bank is an “insured depository institution” as that term is defined in 

12 U.S.C. § 1813(c)(2).

(2) The Bank is a national banking association within the meaning of 

12 U.S.C. § 1813(q)(1)(A), and is chartered and examined by the OCC. 

See 12 U.S.C. § 1 et seq.

(3) The OCC is the “appropriate Federal banking agency” as that term is defined in 

12 U.S.C. § 1813(q) and is therefore authorized to initiate and maintain this cease and desist

action against the Bank pursuant to 12 U.S.C. § 1818(b).

ARTICLE II

COMPTROLLER’S FINDINGS

The Comptroller finds, and the Bank neither admits nor denies, the following:

(1) The Bank has significant deficiencies related to its loss mitigation activities.

(2) The OCC has identified and previously communicated to the Bank the following 

deficiencies and unsafe or unsound practices with respect to loss mitigation: 

(a) The Bank has failed to fully implement and maintain adequate loss mitigation 

practices and related Independent Risk Management practices commensurate 

with the Bank’s size, complexity, and risk profile.

(b) The Bank’s loss mitigation decisioning tools (applications and end-user 

computing tools) and operational deficiencies have caused errors in the 

Bank’s loss mitigation processes and controls that negatively affected 

borrowers. 

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(c) The Bank’s inadequate controls, insufficient independent oversight, and 

ineffective governance related to loss mitigation activities have caused the 

Bank’s failure to timely detect, prevent, and quantify inaccurate loan 

modification decisions and impaired the Bank’s ability to fully and timely 

remediate harmed customers.

(d) The Bank’s Internal Audit coverage of loss mitigation activities are deficient

and have failed to include all aspects of previously identified loan 

modification decision issues.

(3) By reason of the foregoing conduct, the Bank has engaged in unsafe or unsound 

practices with respect to its loss mitigation activities, along with inadequate Independent Risk 

Management and Internal Audit coverage of its loss mitigation program.

ARTICLE III

COMPLIANCE COMMITTEE

(1) The Board shall appoint and maintain an active Compliance Committee of at least 

three (3) members, of which a majority shall be directors who are not employees or officers of 

the Bank or any of its subsidiaries or affiliates. The Compliance Committee shall be responsible 

for approving the action plan required under Article IV of this Order, along with monitoring and 

overseeing the Bank’s compliance with the provisions of this Order. The Compliance Committee 

shall meet quarterly and maintain minutes of its meetings at which compliance with this Order is 

discussed.

(2) Within forty-five (45) days after the end of the first full quarter after the effective 

date of this Order, and within forty-five (45) days after the end of each subsequent calendar 

quarter, the Compliance Committee shall submit a written progress report to the Board setting 

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forth in detail the actions taken to comply with each Article of this Order, and the results and 

status of those actions. 

(3) The Board shall forward a copy of the progress report, with any additional 

comments by the Board, to the Examiner-in-Charge within fifteen (15) days of the first Board 

meeting following receipt of such report or within such time period as required by the OCC in 

writing by communication from the Examiner-in-Charge, unless additional time is granted by the 

Examiner-in-Charge through a prior written determination of no supervisory objection. 

ARTICLE IV

ACTION PLAN

(1) Within one hundred fifty (150) days of the effective date of this Order, the Bank 

shall submit to the Examiner-in-Charge for review and prior written determination of no 

supervisory objection an acceptable written action plan containing a complete description of the 

remedial actions required by this Order and the specific actions necessary to achieve compliance 

with Articles V through VIII of this Order (“Action Plan”), timelines for completion of those 

actions, and timelines for Internal Audit validation. 

(2) Upon receiving a prior written determination of no supervisory objection from the 

Examiner-in-Charge, the Board shall ensure the Bank executes and thereafter adheres to the 

Action Plan, including the timelines included therein. In the course of executing the Action Plan, 

the Bank shall not take any action that will cause a significant deviation from, or material change 

to, the Action Plan and the timelines included therein, unless and until the Bank has received a 

prior written determination of no supervisory objection from the Examiner-in-Charge. 

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(3) Within one hundred twenty (120) days of receipt of a prior written determination 

of no supervisory objection to the Action Plan, the Bank’s Internal Audit department shall 

complete an assessment of the Bank’s progress towards implementing the Action Plan. On a 

quarterly basis, Internal Audit should review and communicate that Bank management’s Action 

Plan progress report is accurate, including the assessment if any material changes have occurred 

that require no supervisory objection. The findings shall be memorialized in writing and, within 

thirty (30) days of completing the assessment, Internal Audit shall provide its written findings to 

the Compliance Committee and the Examiner-in-Charge.

ARTICLE V

LOSS MITIGATION PROGRAM

(1) Within the timeframes set forth in the Action Plan to which the Examiner-inCharge has provided prior written determination of no supervisory objection, the Bank shall 

implement and thereafter maintain an effective Loss Mitigation Program with respect to loss 

mitigation activities in the Bank’s Home Lending business. 

(2) The Bank’s Loss Mitigation Program shall, at a minimum, include:

(a) policies, procedures, and processes that:

(i) ensure the Bank conducts loss mitigation activities in accordance with 

applicable state and federal laws and regulations, and investor 

requirements;

(ii) ensure the Bank conducts effective and sustainable loss mitigation 

activities, including loan modification decisions; 

(iii) ensure the Bank performs quarterly evaluation of the effectiveness of 

loss mitigation systems and tools with a focus on manual processes 

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and controls;

(iv) ensure the Bank adheres to its Complaints Management Policy and 

implementing procedures, including standards for resolution, 

reporting, aggregation, and analysis of customer complaints 

specifically related to the Bank’s Loss Mitigation Program; and

(v) ensure the Bank clearly delineates roles, responsibilities, and decisionmaking authorities with respect to its Loss Mitigation Program.

(b) requirements that accurate books and systems of record are maintained to 

ensure all loss mitigation activities and loan modification decisions are 

identified and documented, including customer communications;

(c) adequate staffing and training of staff responsible for loss mitigation

activities, including loan modification decisions; and

(d) disaster playbooks that clarify delegated authorities and escalation protocols, 

anticipate a variety of scenarios that could cause customers to experience 

financial stress or hardship, and account for the size and complexity of the 

Bank’s mortgage servicing portfolio, including providing for appropriate 

levels of trained staff to address the unanticipated event or scenario.

(3) The Bank’s Loss Mitigation Program shall also, at a minimum, include:

(a) Line of Business reviews of all loss mitigation activities;

(b) identification of areas that need improvement based on the results of all loss 

mitigation decision reviews, which are then incorporated into and addressed 

by the Bank’s Loss Mitigation Program;

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(c) measures to verify that loss mitigation decisioning assumptions and inputs are 

updated on an ongoing and timely manner and incorporate applicable changes 

in state and federal laws and regulations, and investor requirements;

(d) analysis of potential risks of error arising from pre-implementation changes to 

loss mitigation tools; and

(e) post-implementation testing and review processes to ensure that loss 

mitigation tool changes have been made as intended.

(4) In connection with the Bank’s Loss Mitigation Program, the Bank shall develop 

and produce timely, complete, and accurate reporting metrics that provide Bank management and 

the Board committee required by Article III of this Order an aggregated view of risk arising from 

loss mitigation change management activities, including metrics demonstrating the effectiveness 

of a loss mitigation tool’s ability to produce correct loss mitigation or loan modification 

decisions, in accordance with applicable state and federal laws and regulations, and investor 

requirements.

(5) The Board shall ensure that the Bank implements and adheres to the Loss 

Mitigation Program required by this Article.

ARTICLE VI

CUSTOMER IMPACT ASSESSMENTS AND PORTFOLIO GOVERNANCE

(1) The Bank must ensure that any remediation due to customers as a result of errors, 

deficiencies, or omissions in the Bank’s Loss Mitigation Program, including any loan 

modification decisions that resulted in borrower impact or financial harm, is processed in 

accordance with Consent Order, AA-EC-2018-15, issued by the OCC against the Bank on April 

20, 2018 (the “2018 Order”).

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(2) In addition to complying with the requirements of the 2018 Order, the Bank shall 

ensure that:

(a) Bank management determines potential borrower impact, which includes but 

is not limited to potential financial harm from errors related to loss mitigation 

activities as well as potential borrower impact resulting from the aggregation 

of multiple errors related to loss mitigation, and determines whether there is a 

need to establish and maintain foreclosure holds for impacted borrowers until 

remediation is provided;

 (b) Bank management provides independent oversight of the individuals and 

teams responsible for the determination of borrower impact from identified

errors relating to loss mitigation activities; 

(c) Bank management establishes effective controls to ensure loans to borrowers 

impacted by identified errors related to loss mitigation activities are not 

transferred out of the Bank’s loan servicing portfolio until remediation is 

provided, except as required by an investor pursuant to a contractual right; 

(d) the Bank remains responsible for the remediation of any errors related to the 

Bank’s loss mitigation activities while the loan was serviced by the Bank 

notwithstanding the transfer of the loan out of the Bank’s loan servicing 

portfolio; and 

(e) the Bank shall not acquire bulk residential mortgage servicing, residential 

mortgage servicing rights, and residential mortgage business entities. This 

restriction does not apply to retail or other Bank origination channels, 

refinancings by the Bank, contracts for new residential mortgage loans though 

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the Bank’s broker or correspondent channels, or contractual relationships 

where the Bank does not ultimately service the loans. The restrictions of this 

sub-paragraph are not intended to disrupt the Bank’s existing residential 

mortgage servicing contracts. 

(3) The restrictions set forth in Paragraph (2)(e) of this Article remain in effect until 

the termination of this Order, unless otherwise modified or terminated upon written 

communication to the Bank by the Deputy Comptroller.

ARTICLE VII

INDEPENDENT RISK MANAGEMENT – LOSS MITIGATION PROGRAM

(1) Within the timeframes set forth in the Action Plan to which the Examiner-inCharge has provided prior written determination of no supervisory objection, the Bank shall 

ensure that it has an acceptable Loss Mitigation Independent Risk Management Program 

designed to ensure that the Bank has effective and independent monitoring and testing of its Loss 

Mitigation Program.

(2) The Bank’s Loss Mitigation Independent Risk Management Program shall, at a 

minimum, provide adequate scope and coverage to provide credible challenge and escalation of 

loss mitigation decisioning issues, and include:

(a) policies, procedures, and processes that:

(i) ensure the Bank is able to measure, aggregate, and limit exposures related 

to all loss mitigation and loan modification decision practices;

(ii) define clear and delineated roles and responsibilities for Independent Risk 

Management oversight of loss mitigation activities; including independent 

model and loss mitigation tool governance oversight;

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(iii) ensure compliance with the Bank’s Loss Mitigation Program policies, 

procedures, and processes, and applicable laws and regulations and 

investor requirements; 

(iv) ensure effective Loss Mitigation Program change management 

governance and oversight of all loss mitigation tool development and

implementation; and

(v) delineate clear steps for reporting and escalating significant Loss 

Mitigation Program governance concerns to senior management and the 

Board Risk Committee. 

(b) an effective risk framework that establishes the responsibility and 

accountability for respective front-line units and loss mitigation Independent 

Risk Management; 

(c)maintenance of appropriate staffing levels and sufficiently experienced and 

trained staff to fulfill their roles in the Loss Mitigation Independent Risk 

Management Program, along with quarterly reviews of staffing adequacy; and

(d) appropriate risk-based independent testing of loss mitigation and loan 

modification decisioning accuracy and the effectiveness and sustainability of

loss mitigation and loan modification decision validation practices.

(3) The Board shall ensure that the Bank implements and adheres to the Loss 

Mitigation Independent Risk Management Program required by this Article.

ARTICLE VIII

INTERNAL AUDIT – LOSS MITIGATION PROGRAM

(1) Within the timeframes set forth in the Action Plan to which the Examiner-inCharge has provided prior written determination of no supervisory objection, the Bank shall 

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update and the Board shall adopt a comprehensive, written internal audit program that adequately 

assesses controls and operations with respect to the Bank’s loss mitigation activities to allow the 

Board and management to understand the sufficiency of the Bank’s internal controls system 

(“Loss Mitigation Internal Audit Program”). Upon adoption, Bank management, subject to Board 

review and ongoing monitoring, shall promptly implement and adhere to the Loss Mitigation 

Internal Audit Program and any amendments or revisions thereto. 

(2) Management shall ensure the Bank’s Loss Mitigation Internal Audit Program’s 

compliance with the standards for internal audit systems set forth in Section II.B of the 

Interagency Guidelines Establishing Standards for Safety and Soundness, Appendix A to 

12 C.F.R. Part 30. Refer to the “Internal and External Audits” booklet of the Comptroller’s 

Handbook for related safety and soundness principles. The Loss Mitigation Internal Audit 

Program shall incorporate standards of safety and soundness that are commensurate with the 

Bank’s size, complexity, scope of activities, and risk profile and shall, at a minimum: 

(a) require Internal Audit plan(s) that are risk-based and provide adequate audit 

scope, coverage, and frequency and effectively and holistically cover all areas 

of loss mitigation activities of the Bank, including change delivery function,

and change management activities, with annual documented Audit Committee

approval of the plan(s) and Audit Committee notification of any material 

variance from the plan(s);

(b) evaluate the reliability, adequacy, and effectiveness of the Bank’s internal 

controls system, including whether the Bank has implemented sustainable 

controls for all loss mitigation and loan modification decision processes,

including incorporation of change management process practices;

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(c) evaluate whether the Bank’s internal controls system results in prompt,

accurate, and transparent documentation of all loss mitigation activities;

(d) evaluate whether the Bank’s loss mitigation compliance controls are 

sufficient with respect to applicable laws and regulations and investor 

requirements and otherwise adhere to established policies, procedures, and 

processes with respect to all loss mitigation activities; 

(e) determine whether management is taking appropriate and timely steps to 

address control deficiencies and audit report recommendations, that the 

progress of such steps is adequately validated, documented, and tracked, and 

that such progress is reported to the Audit Committee on at least a quarterly

basis; and

(f) require audit work papers and documentation that provides a meaningful audit 

trail and validation for audit findings, conclusions, and recommendations. 

(3) The Bank’s Loss Mitigation Internal Audit Program shall also, at a minimum, 

include:

(a) adequate staffing and training for the Bank’s Loss Mitigation Internal Audit 

Program; and

(b) review of processes for the resolution, reporting, aggregation, and analysis of 

customer complaints related to loss mitigation activities, including trends and 

root cause of those trends raised in such complaints.

(4) The Board shall review the effectiveness of the Loss Mitigation Internal Audit 

Program at least annually, and more frequently if necessary or if required by the OCC in writing, 

and amend the Loss Mitigation Internal Audit Program as needed or directed by the OCC. Any 

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material amendment to the Loss Mitigation Internal Audit Program must be submitted to the 

Examiner-In-Charge for review and prior written determination of no supervisory objection.

ARTICLE IX

GENERAL BOARD RESPONSIBILITIES 

(1) The Board shall ensure that the Bank has timely adopted and implemented all 

corrective actions required by this Order, and shall verify that the Bank adheres to the corrective 

actions and they are effective in addressing the Bank’s deficiencies that resulted in this Order.

(2) In each instance in which this Order imposes responsibilities upon the Board, it is 

intended to mean that the Board shall:

(a) authorize, direct, and adopt corrective actions on behalf of the Bank as may 

be necessary to perform the obligations and undertakings imposed on the 

Board by this Order and the Action Plan required by Article IV;

(b) ensure the Bank has sufficient processes, management, personnel, control 

systems, and corporate and risk governance to implement and adhere to all 

provisions of this Order and the Action Plan required by Article IV;

(c) require that Bank management and personnel have sufficient training and 

authority to execute their duties and responsibilities pertaining to or resulting 

from this Order and the Action Plan required by Article IV;

(d) hold Bank management and personnel accountable for executing their duties 

and responsibilities pertaining to or resulting from this Order and the Action 

Plan required by Article IV;

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(e) require appropriate, adequate, and timely reporting to the Board by Bank 

management of corrective actions directed by the Board to be taken under the 

terms of this Order and the Action Plan required by Article IV; and

(f) address any noncompliance with corrective actions directed by the Board to 

be taken under the terms of this Order and by the Action Plan required by 

Article IV in a timely and appropriate manner.

ARTICLE X

WAIVERS

(1) The Bank, by executing and consenting to this Order, waives:

(a) any and all rights to the issuance of a Notice of Charges pursuant to 

12 U.S.C. § 1818;

(b) any and all procedural rights available in connection with the issuance of this

Order;

(c) any and all rights to a hearing and a final agency decision pursuant to 

12 U.S.C. § 1818 and 12 C.F.R. Part 19;

(d) any and all rights to seek any type of administrative or judicial review of this

Order;

(e) any and all claims for fees, costs, or expenses against the OCC, or any of its 

officers, employees, or agents related in any way to this enforcement matter or 

this Order, whether arising under common law or under the terms of any 

statute, including, but not limited to, the Equal Access to Justice Act, 

5 U.S.C. § 504 and 28 U.S.C. § 2412;

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(f) any and all rights to assert these proceedings, the consent to and/or the 

issuance of this Order, as the basis for a claim of double jeopardy in any 

pending or future proceedings brought by the United States Department of 

Justice or any other governmental entity; and

(g) any and all rights to challenge or contest the validity of this Order.

ARTICLE XI

OTHER PROVISIONS

(1) As a result of this Order, the Bank is not:

(a) precluded from being treated as an “eligible bank” for the purposes of 

12 C.F.R. Part 5, unless the Bank fails to meet any of the requirements 

contained in subparagraphs (1) – (4) of 12 C.F.R. § 5.3, Definitions, Eligible 

bank or eligible savings association, or is otherwise informed in writing by 

the OCC;

(b) subject to the restrictions in 12 C.F.R. § 5.51 requiring prior notice to the 

OCC of changes in directors and senior executive officers or the limitations on 

golden parachute payments set forth in 12 C.F.R. Part 359, unless the Bank is 

otherwise subject to such requirements pursuant to 

12 C.F.R. § 5.51(c)(7)(i), (iii); and

(c) precluded from being treated as an “eligible bank” for the purposes of 

12 C.F.R. Part 24, unless the Bank fails to meet any of the requirements 

contained in 12 C.F.R. § 24.2(e)(1)-(3) or is otherwise informed in writing by 

the OCC.

(2) This Order supersedes all prior OCC communications issued pursuant to

12 C.F.R. §§ 5.3, 5.51(c)(7)(ii), and 24.2(e)(4).

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ARTICLE XII

CLOSING

(1) This Order is a settlement of the cease and desist proceedings against the Bank 

contemplated by the OCC, based on the unsafe or unsound practices described in the 

Comptroller’s Findings set forth in Article II of this Order. The OCC releases and discharges the 

Bank from all potential liability for a cease and desist order that has been or might have been 

asserted by the OCC based on the practices described in Article II of this Order, to the extent 

known to the OCC as of the effective date of this Order. Nothing in this Order, however, shall 

prevent the OCC from:

(a) instituting enforcement actions other than a cease and desist order against the 

Bank based on the Comptroller’s Findings set forth in Article II of this Order;

(b) instituting enforcement actions against the Bank based on any other findings;

(c) instituting enforcement actions against institution-affiliated parties (as defined 

by 12 U.S.C. § 1813(u)) based on the Comptroller’s Findings set forth in 

Article II of this Order, or any other findings; or

(d) utilizing the Comptroller’s Findings set forth in Article II of this Order in 

future enforcement actions against the Bank or its institution-affiliated parties 

to establish a pattern or the continuation of a pattern.

(2) Nothing in this Order is a release, discharge, compromise, settlement, dismissal, 

or resolution of any actions, or in any way affects any actions that may be or have been brought 

by any other representative of the United States or an agency thereof, including, without 

limitation, the United States Department of Justice. This Order is:

(a) a “cease-and-desist order issued upon consent” within the meaning of 

12 U.S.C. § 1818(b);

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(b) a “cease-and-desist order which has become final” within the meaning of 

12 U.S.C. § 1818(e);

(c) an “order issued with the consent of the depository institution” within the 

meaning of 12 U.S.C. § 1818(h)(2);

(d) an “effective and outstanding . . . order” within the meaning of 

12 U.S.C. § 1818(i)(1); and

(e) a “final order” within the meaning of 12 U.S.C. § 1818(i)(2) and (u).

(3) This Order is effective upon its issuance by the OCC, through the Comptroller’s 

duly authorized representative. Except as otherwise expressly provided herein, all references to 

“days” in this Order shall mean calendar days and the computation of any period of time 

imposed by this Order shall not include the date of the act or event that commences the period of 

time.

(4) The provisions of this Order shall remain effective except to the extent that, and 

until such time as, such provisions are amended, suspended, waived, or terminated in writing by 

the OCC, through the Comptroller’s duly authorized representative. If the Bank seeks an 

extension, amendment, suspension, waiver, or termination of any provision of this Order, the 

Board or a Board-designee shall submit a written request to the Deputy Comptroller asking for 

the desired relief. Any request submitted pursuant to this paragraph shall include a statement 

setting forth in detail the circumstances that warrant the desired relief or prevent the Bank from 

complying with the relevant provision(s) of the Order and shall be accompanied by relevant

supporting documentation. The OCC’s decision concerning a request submitted pursuant to this 

paragraph, which will be communicated to the Board in writing, is final and not subject to further 

review.

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(5) The Bank will not be deemed to be in compliance with this Order until it has 

adopted, implemented, and adhered to all of the corrective actions set forth in each Article of this 

Order; the corrective actions are effective in addressing the Bank’s deficiencies; and the OCC 

has verified and validated the corrective actions. An assessment of the effectiveness of the 

corrective actions requires sufficient passage of time for the Bank to demonstrate the sustained 

effectiveness of the corrective actions.

(6) This Order is not a contract binding on the United States, the United States 

Treasury Department, the OCC, or any officer, employee, or agent of the OCC and neither the 

Bank nor the OCC intends this Order to be a contract.

(7) Each citation, issuance, or guidance referenced in this Order includes any 

subsequent citation, issuance, or guidance that replaces, supersedes, amends, or revises the 

referenced cited citation, issuance, or guidance.

(8) This Order applies to the Bank and all its subsidiaries, even though those 

subsidiaries are not named as parties to this Order. The Bank shall integrate any activities done 

by a subsidiary into its plans, policies, programs, and processes required by this Order. The Bank 

shall ensure that its subsidiaries comply with all terms and provisions of this Order.

(9) No separate promise or inducement of any kind has been made by the OCC, or by 

its officers, employees, or agents, to cause or induce the Bank to consent to the issuance of this 

Order.

(10) All reports, plans, or programs submitted to the OCC pursuant to this Order shall 

be forwarded, by overnight mail or via email, to Jennifer Crosthwaite, Examiner-in-Charge.

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(11) The terms of this Order, including this paragraph, are not subject to amendment or 

modification by any extraneous expression, prior agreements, or prior arrangements between the 

parties, whether oral or written.

IN TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller as his duly 

authorized representative, has hereunto set his signature on behalf of the Comptroller.

/s/ September 9, 2021

________________________________________

Mark D. Richardson

Deputy Comptroller 

Large Bank Supervision

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IN TESTIMONY WHEREOF, the undersigned, as the duly elected and acting Board of 

Directors of Wells Fargo Bank, N.A., Sioux Falls, South Dakota, have hereunto set their 

signatures on behalf of the Bank.

/s/ September 7, 2021

________________________________________ _______________________ 

Mark A. Chancy Date

/s/ September 7, 2021

_______________________________________ _______________________

Theodore F. Craver, Jr. Date

/s/ September 7, 2021

______________________________________ _______________________

Maria R. Morris Date

/s/ September 7, 2021

_______________________________________ _______________________

Richard B. Payne, Jr. Date

/s/ September 7, 2021

_______________________________________ _______________________

Juan A. Pujadas Date

/s/ September 7, 2021

_______________________________________ _______________________

Charles W. Scharf Date

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