Exhibit B 

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2011 CONSENT ORDER 

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#2011-051

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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2013 AMENDMENT TO 

2011 CONSENT ORDER 

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#2013-132 

Amends #2011-051 

UNITED STATES OF AMERICA 

DEPARTMENT OF THE TREASURY 

COMPTROLLER OF THE CURRENCY
 

) 

In the Matter of: ) 

) AMENDS AA-EC-11-19 

Wells Fargo Bank, N.A. ) #2011-051 

Sioux Falls, South Dakota ) 

) 

) 

AMENDMENT TO APRIL 13, 2011 CONSENT ORDER 

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 hereby 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 

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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 

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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 

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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 

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UNITED STATES OF AMERICA 

DEPARTMENT OF THE TREASURY 

COMPTROLLER OF THE CURRENCY 

) 

In the Matter of: ) 

) AMENDS AA-EC-11-19 

Wells Fargo Bank, N.A. ) #2011-051 

Sioux Falls, South Dakota ) 

) 

) 

STIPULATION AND CONSENT TO THE ISSUANCE OF AN 

AMENDMENT TO APRIL 13, 2011 CONSENT ORDER 

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 

7 

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2015 CONSENT ORDER 

AMENDING 2011 

CONSENT ORDER TO 

2013 AMENDMENT 

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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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(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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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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