Federal Reserve Board releases orders related to the previously announced monetary sanctions against five banking organizations Release Date: February 13, 2012

8/3/2019 Federal Reserve Board releases orders related to the previously announced monetary sanctions against five bankin

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UNITED STATES OF AMERICABEFORE THE

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEMWASHINGTON, D.C.

In the Matter of

JPMORGAN CHASE & CO.New York, New York

and

EMC MORTGAGE CORPORATIONLewisville, Texas

FRB Docket No. 12-009-CMP-HC12-009-CMP-DEO

Order of Assessment of a Civil

Money Penalty Issued Upon ConsentPursuant to the Federal DepositInsurance Act, as Amended

WHEREAS, JPMorgan Chase & Co., New York, New York (JPMC), a registered bank

holding company, owns and controls JPMorgan Chase Bank, National Association, Columbus,

Ohio (the Bank), a national bank, and numerous direct and indirect nonbank subsidiaries,

including EMC Mortgage Corporation, Lewisville, Texas (EMC) and its direct and indirect

subsidiaries;

WHEREAS, JPMC has engaged in the business of servicing residential mortgage loans

through non-bank subsidiaries, including EMC and its subsidiaries (collectively, the Mortgage

Servicing Companies), as well as through the Bank. The Mortgage Servicing Companies have

serviced residential mortgage loans that are held in the portfolios of (a) EMC and its subsidiaries;

(b) the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation,

and the Government National Mortgage Association; and (c) various investors, including

securitization trusts pursuant to Pooling and Servicing Agreements and similar agreements


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(collectively, the Servicing Portfolio). The Mortgage Servicing Companies have had

substantial responsibilities with respect to the Servicing Portfolio for the initiation and handling

of foreclosure proceedings, and loss mitigation activities (Loss Mitigation or Loss Mitigation

Activities include activities related to special forbearances, repayment plans, modifications,

short refinances, short sales, cash-for-keys, and deeds-in-lieu of foreclosure);

WHEREAS, on or about April 1, 2011, JPMC transferred all of the residential mortgage

loan servicing rights and certain related assets and liabilities of the Mortgage Servicing

Companies to the Bank. Following consummation of that transfer, the Mortgage Servicing

Companies are no longer in the business of residential mortgage loan servicing, and only the

Bank is conducting residential mortgage loan servicing within the JPMC organization.

WHEREAS, JPMC, through the Bank and the Mortgage Servicing Companies,

collectively, is the third largest servicer of residential mortgages in the United States and services

a portfolio of 8.5 million residential mortgage loans. During the recent financial crisis, a

substantially larger number of residential mortgage loans became past due than in earlier years.

Many of the past due mortgages have resulted in foreclosure actions. From January 1, 2009, to

December 31, 2010, the Mortgage Servicing Companies initiated 256,179 foreclosure actions;

WHEREAS, the Mortgage Servicing Companies, in connection with the process leading

to certain foreclosures involving the Servicing Portfolio, allegedly:

(a) Filed or caused to be filed in state courts and in connection with bankruptcy

proceedings in federal courts numerous affidavits executed by employees of the

Mortgage Servicing Companies or employees of third-party providers making various

assertions, such as the ownership of the mortgage note and mortgage, the amount of

principal and interest due, and the fees and expenses chargeable to the borrower, in which


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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 knowledge or review;

(b) Filed or caused to be filed in state courts and in connection with bankruptcy

proceedings in federal courts or in the local land record offices, numerous affidavits and

other mortgage-related documents that were not properly notarized, including those not

signed or affirmed in the presence of a notary;

(c) Litigated foreclosure and bankruptcy proceedings and initiated non-judicial

foreclosures without always confirming that documentation of ownership was in order at

the appropriate time, including confirming that the promissory note and mortgage

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

appropriate party;

(d) Failed to respond in a sufficient and timely manner to the increased level of

foreclosures by increasing financial, staffing, and managerial resources to ensure that the

Mortgage Servicing Companies adequately handled the foreclosure process; failed to

respond in a sufficient and timely manner to the increased level of Loss Mitigation

Activities to ensure timely, effective and efficient communication with borrowers with

respect to Loss Mitigation Activities and foreclosure activities, and full exploration of

Loss Mitigation options or programs prior to completion of foreclosure activities; and

(e) Failed to have adequate internal controls, policies and procedures, compliance

risk management, internal audit, training, and oversight of the foreclosure process,

including sufficient oversight of outside counsel and other third-party providers handling

foreclosure-related services with respect to the Servicing Portfolio;


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WHEREAS, as part of a horizontal review of various major residential mortgage

servicers conducted by the Board of Governors of the Federal Reserve System (the Board of

Governors), the Federal Deposit Insurance Corporation (the FDIC), the Office of the

Comptroller of the Currency (the OCC), and the Office of Thrift Supervision, examiners from

the Federal Reserve Bank of New York (the Reserve Bank) reviewed certain residential

mortgage loan servicing and foreclosure-related processes at the Mortgage Servicing Companies,

and examiners from the OCC reviewed certain residential mortgage loan servicing and

foreclosure-related practices at the Bank;

WHEREAS, on April 13, 2011, the Bank and the OCC entered into a consent order to

address areas of alleged weakness identified by the OCC in loan servicing, Loss Mitigation,

foreclosure activities, and related functions (the OCC Consent Order);

WHEREAS, in the OCC Consent Order, the OCC made findings, which the Bank neither

admitted nor denied, that there were unsafe or unsound practices with respect to the manner in

which the Bank handled various foreclosure and related activities;

WHEREAS, the OCCs findings also raised concerns that JPMC did not adequately

assess the potential risks associated with these activities;

WHEREAS, as evidenced by the findings in the OCC Consent Order and the alleged

deficiencies at the Mortgage Servicing Companies, JPMC allegedly failed to provide effective

oversight with respect to the loan servicing, Loss Mitigation, foreclosure activities, and related

functions of the Mortgage Servicing Companies and the Bank, including the Mortgage Servicing

Companies and Banks risk management, audit, and compliance programs, vendor management,

document execution practices, and staffing and managerial resources as they pertain to those

activities and related functions;


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WHEREAS, on April 13, 2011, the Board of Governors, on the one hand, and JPMC and

EMC, on the other hand, entered into a Consent Order designed to correct the aforementioned

alleged conduct (the Board Consent Order);

WHEREAS, the conduct which was the subject of the Board Consent Order allegedly

constitutes unsafe or unsound practices in conducting the affairs of JPMC and the Mortgage

Servicing Companies within the meaning of section 8 of the Federal Deposit Insurance Act, as

amended (12 U.S.C. 1818) (the FDI Act);

WHEREAS, the Board of Governors issues this Order of Assessment of a Civil Money

Penalty Issued Upon Consent (the Consent Assessment Order) against JPMC and the

Mortgage Servicing Companies in conjunction with the Board Consent Order;

WHEREAS, JPMC and the Mortgage Servicing Companies have taken steps to comply

with the Board Consent Order and continue to take additional steps;

WHEREAS, on February 9, 2012, JPMC, the Mortgage Servicing Companies, and/or

certain of their affiliates (the JPMC Parties) entered into an agreement with the United States,

acting through the United States Department of Justice, and with the Attorneys General of

various states to settle certain potential civil claims against the JPMC Parties for their conduct,

among other things, in connection with the servicing of mortgage loans by the Mortgage

Servicing Companies (the Settlement Agreement);

WHEREAS, as part of the Settlement Agreement, the JPMC Parties agreed to provide

consumer relief, which may include mortgage principal reductions or refinancing, and other

assistance to certain residential mortgage borrowers (the Borrower Assistance). As part of the

Settlement Agreement, the JPMC Parties also agreed that certain payments would be made to the

United States (the Hard Dollar Payments). Portions of those payments may go directly to


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judicial review of this Consent Assessment Order; (iv) contest the issuance of this Consent

Assessment Order by the Board of Governors; and (v) challenge or contest, in any manner, the

basis, issuance, validity, terms, effectiveness or enforceability of this Consent Assessment Order

or any provision hereof.

NOW, THEREFORE, before the filing of any notices, or taking of any testimony or

adjudication of or finding on any issues of fact or law herein, and without this Consent

Assessment Order constituting an admission by JPMC or the Mortgage Servicing Companies of

any allegation made or implied by the Board of Governors in connection with this matter, and

solely for the purpose of settling this matter without a formal proceeding being filed and without

the necessity for protracted or extended hearings or testimony, it is hereby ORDERED by the

Board of Governors, pursuant to sections 8(b)(3) and (i)(2)(B) of the FDI Act (12 U.S.C.

1818(b)(3) and 1818(i)(2)(B)), that:

1. JPMC and the Mortgage Servicing Companies are hereby jointly and severally

assessed a CMP in the amount of $275,000,000 to be paid as provided in this Consent

Assessment Order.

2. Pursuant to section 8(i)(2)(F) of the FDI Act (12 U.S.C. 1818(i)(2)(F)), the

Board of Governors shall remit up to $275,000,000 of the CMP by an amount equivalent to the

aggregate dollar value of the Borrower Assistance provided and Federal Payments made by the

JPMC Parties pursuant to the Settlement Agreement (with crediting to be determined pursuant to

the same mechanism used in the Settlement Agreement, provided that no amount shall be

remitted for bonuses or incentives received by or credited to the JPMC Parties), under the

following conditions:


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(i) The Borrower Assistance is provided for the remedial programs specified in the

Settlement Agreement in accordance with the terms and conditions specified in the Settlement

Agreement for such programs;

(ii) Any documents associated with the Borrower Assistance provided and Federal

Payments made by the JPMC Parties pursuant to the Settlement Agreement are made available to

the Reserve Bank upon request;

(iii) On a quarterly basis and until the earlier of the date on which the Settlement

Agreements requirements pertaining to the Borrower Assistance and Federal Payments are fully

satisfied or on which the CMP has been fully satisfied, JPMC and the Mortgage Servicing

Companies submit to the Reserve Bank a detailed report and accounting on the Borrower

Assistance provided by and Federal Payments made pursuant to the Settlement Agreement and a

certification by JPMC and the Mortgage Servicing Companies that any such Borrower

Assistance provided and Federal Payments made were provided and made in full compliance

with the terms and conditions of the Settlement Agreement; and

(iv) Within the earlier of 30 days of full satisfaction of the terms and conditions of the

Settlement Agreements requirements pertaining to Borrower Assistance and Federal Payments

or two years after the date of execution of this Consent Assessment Order, JPMC and the

Mortgage Servicing Companies submit to the Reserve Bank a certification that any Borrower

Assistance provided and Federal Payments made pursuant to the Settlement Agreement were

provided and made in full compliance with the terms and conditions of the Settlement

Agreement.


Board of Governors shall also remit up to $275,000,000 of the CMP, to the extent not remitted


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pursuant to paragraph 2, by an amount equivalent to the aggregate amount of funds expended by

JPMC and the Mortgage Servicing Companies on funding for nonprofit housing counseling

organizations, approved by the U.S. Department of Housing and Urban Development, to provide

counseling to borrowers who are at risk of or are in default or foreclosure, or to provide

assistance to borrowers in connection with the independent foreclosure reviews required by the

Board Consent Order, under the following conditions:

(i) Within 30 days prior to the making of any expenditures pursuant to this paragraph 3,

JPMC and the Mortgage Servicing Companies submit to the Reserve Bank an acceptable written

plan for making such expenditures, including the manner by which such expenditures shall be

credited to JPMC and the Mortgage Servicing Companies; and

(ii) JPMC and the Mortgage Servicing Companies fully comply with the accepted plan.

4. No later than two years after the date of execution of this Consent Assessment

Order, JPMC and the Mortgage Servicing Companies shall pay any portion of the CMP that has

not been remitted pursuant to paragraphs 2 or 3 of this Consent Assessment Order as of such

date, plus interest on such portion calculated from the date of execution of this Consent

Assessment Order at the rate set forth in 28 U.S. C. 1961.

5. Payment of the CMP pursuant to paragraph 4 of this Consent Assessment Order

shall be made by a Fedwire transfer to the Federal Reserve Bank of Richmond, ABA No. 05

1000033, to the order of the Board of Governors General Fund, FRB General Ledger Account

number 220 400 010, which penalties the Board of Governors shall deposit on behalf of the

Board of Governors to the United States Treasury as required by section 8(i)(2)(J) of the

FDI Act, (12 U.S.C. 1818(i)(2)(J)).


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Notices

6. All communications regarding this Order shall be sent to:

(a) Ms. Dianne K. Dobbeck

Senior Vice PresidentFederal Reserve Bank of New York33 Liberty StreetNew York, New York 10045

(b) Mr. Anthony J. HoranSecretaryJPMorgan Chase & Co.EMC Mortgage Corporation270 Park Avenue, 38th FloorNew York, New York 10017

Miscellaneous

7. The provisions of this Consent Assessment Order shall be binding on JPMC and

the Mortgage Servicing Companies, and each of their institution-affiliated parties in their

capacities as such, and their successors and assigns.

8. Each provision of this Consent Assessment Order shall remain effective and

enforceable until stayed, modified, terminated, or suspended in writing by the Reserve Bank.

9. Notwithstanding any provision of this Consent Assessment Order, the Reserve

Bank may, in its sole discretion, grant written extensions of time to JPMC and the Mortgage

Servicing Companies to comply with any provision of this Consent Assessment Order.

10. Except as provided for in this Consent Assessment Order, the Board of Governors

hereby releases and discharges JPMC, the Mortgage Servicing Companies, and their affiliates,

successors, and assigns from all potential liability that has been or might have been asserted by

the Board of Governors based on the conduct that is the subject of this Consent Assessment

Order, to the extent known to the Board of Governors as of the effective date of this Consent

Assessment Order. The foregoing release and discharge shall not preclude or affect any right of


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the Board of Governors to determine and ensure compliance with the Board Consent Order or

this Consent Assessment Order, or any proceedings brought by the Board of Governors to

enforce the terms of the Board Consent Order or this Consent Assessment Order.

By Order of the Board of Governors effective this 9th day of February, 2012.

JPMORGAN CHASE & CO. BOARD OF GOVERNORS OF THEFEDERAL RESERVE SYSTEM

By: /s/ Stephen M. Cutler By: /s/ Jennifer J. JohnsonStephen M. Cutler Jennifer J. Johnson

General Counsel Secretary of the Board

EMC MORTGAGE CORPORATION

By: /s/ Stephen M. CutlerStephen M. CutlerGeneral Counsel


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In the Matter of

BANK OF AMERICA CORPORATIONCharlotte, North Carolina

Docket No. 12-007-CMP-HC

Order of Assessment of a CivilMoney Penalty Issued Upon ConsentPursuant to the Federal DepositInsurance Act, as Amended

WHEREAS, Bank of America Corporation, Charlotte, North Carolina (BAC), a

registered bank holding company, owns and controls Bank of America, N.A., Charlotte, North

Carolina (the Bank), a national bank;

WHEREAS, BAC, through the Bank, indirectly engages in the business of servicing

residential mortgage loans for the Bank, U.S. government-sponsored entities (the GSEs), and

various investors;

WHEREAS, with respect to the residential mortgage loans it services, the Bank initiates

and handles foreclosure proceedings and loss mitigation activities involving nonperforming

residential mortgage loans, including activities related to special forbearances, repayment plans,

modifications, short refinances, short sales, cash-for-keys, and deeds-in-lieu of foreclosure

(collectively, Loss Mitigation);



Governors), the Federal Deposit Insurance Corporation, the Office of the Comptroller of the


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Currency (the OCC), and the Office of Thrift Supervision, examiners from the Federal Reserve

Bank of Richmond (the Reserve Bank) and the OCC reviewed certain residential mortgage

loan servicing and foreclosure-related practices at the Bank;






which the Bank handled various foreclosure and related activities.

WHEREAS, the OCCs findings also raised concerns that BAC did not adequately assess

the potential risks associated with these activities;

WHEREAS, as evidenced by the findings in the OCC Consent Order, BAC allegedly

failed to provide effective oversight with respect to the loan servicing, Loss Mitigation,

foreclosure activities, and related functions of the Bank, including the Banks risk management,

audit, and compliance programs, vendor management, document execution practices, and

staffing and managerial resources as they pertain to those activities and related functions;

WHEREAS, on April 13, 2011, the Board of Governors and BAC entered into a Consent

Order to address the concerns raised by the OCC Consent Order and requiring BAC to take

specific measures to address those concerns (the Board Consent Order);


constitutes unsafe or unsound practices in conducting the affairs of BAC within the meaning of

section 8 of the Federal Deposit Insurance Act, as amended (12 U.S.C. 1818) (the FDI Act);


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Penalty Issued Upon Consent (the Consent Assessment Order) against BAC in conjunction

with the Board Consent Order;

WHEREAS, BAC has taken steps to comply with the Board Consent Order and continues

to take additional steps;

WHEREAS, on February 9, 2012, BAC and/or certain of its affiliates

(the BAC Parties) entered into an agreement with the United States, acting through the United

States Department of Justice, and with the Attorneys General of various states to settle certain

potential civil claims against the BAC Parties for their conduct, among other things, in

connection with the servicing of mortgage loans by the Bank (the Settlement Agreement);

WHEREAS, as part of the Settlement Agreement, the BAC Parties agreed to provide



Settlement Agreement, the BAC Parties also agreed that certain payments would be made to the


various agencies of the federal government (the Federal Payments). The amount of Borrower

Assistance provided by the BAC Parties, together with the Hard Dollar Payments made pursuant

to the Settlement Agreement, is expected to be equal to or greater than $10.5 billion;

WHEREAS, BAC has consented to the assessment of a civil money penalty in the

amount of $175,500,000 by the Board of Governors (the CMP) pursuant to section 8(b)(3) and

(i)(2)(B) of the FDI Act (12 U.S.C. 1818(i)(2)(B)) for allegedly unsafe or unsound practices

described above, which penalty shall be remitted by the Board of Governors to the extent, in

compliance with this Consent Assessment Order: (i) the BAC Parties provide the Borrower


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Assistance pursuant to the Settlement Agreement or make the Federal Payments pursuant to the

Settlement Agreement; or (ii) BAC provides funding for nonprofit housing counseling

organizations pursuant to a plan acceptable to the Reserve Bank;

WHEREAS, the board of directors of BAC, at a duly constituted meeting, adopted a

resolution authorizing and directing Edward OKeefe to enter into this Consent Assessment

Order on behalf of BAC, and consenting to compliance with each and every applicable provision

of this Consent Assessment Order by BAC and its institution-affiliated parties, as defined in

sections 3(u) and 8(b)(3) of the FDI Act (12 U.S.C. 1813(u) and 1818(b)(3)), and waiving any

and all rights that BAC may have pursuant to section 8 of the FDI Act (12 U.S.C. 1818),

including, but not limited to: (i) the issuance of a notice of assessment of civil money penalty;

(ii) a hearing for the purpose of taking evidence on any matters set forth in this Consent

Assessment Order; (iii) judicial review of this Consent Assessment Order; (iv) contest the

issuance of this Consent Assessment Order by the Board of Governors; and (v) challenge or

contest, in any manner, the basis, issuance, validity, terms, effectiveness or enforceability of this

Consent Assessment Order or any provision hereof.



Assessment Order constituting an admission by BAC of any allegation made or implied by the

Board of Governors in connection with this matter, and solely for the purpose of settling this

matter without a formal proceeding being filed and without the necessity for protracted or

extended hearings or testimony, it is hereby ORDERED by the Board of Governors, pursuant to

sections 8(b)(3) and (i)(2)(B) of the FDI Act (12 U.S.C. 1818(b)(3) and 1818(i)(2)(B)), that:


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1. BAC is hereby assessed a CMP in the amount of $175,500,000 to be paid as

provided in this Consent Assessment Order.




BAC Parties pursuant to the Settlement Agreement (with crediting to be determined pursuant to


remitted for bonuses or incentives received by or credited to the BAC Parties),under thefollowing conditions:





Payments made by the BAC Parties pursuant to the Settlement Agreement are made available to




satisfied or on which the CMP has been fully satisfied, BAC submits to the Reserve Bank a

detailed report and accounting on the Borrower Assistance provided and Federal Payments made

pursuant to the Settlement Agreement and a certification by BAC that any such Borrower




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or two years after the date of execution of this Consent Assessment Order, BAC submits to the

Reserve Bank a certification that any Borrower Assistance provided and Federal Payments made

pursuant to the Settlement Agreement were provided and made in full compliance with the terms

and conditions of the Settlement Agreement.




BAC on funding for nonprofit housing counseling organizations, approved by the U.S.

Department of Housing and Urban Development, to provide counseling to borrowers who are at

risk of or are in default or foreclosure or assistance to borrowers in connection with the

independent foreclosure reviews required by the Board Consent Order, under the following

conditions:


BAC submits to the Reserve Bank an acceptable written plan for making such expenditures,

including the manner by which such expenditures shall be credited to BAC; and

(ii) BAC fully complies with the accepted plan.


Order, BAC shall pay any portion of the CMP that has not been remitted pursuant to paragraphs

2 or 3 of this Consent Assessment Order as of such date, plus interest on such portion calculated

from the date of execution of this Consent Assessment Order at the rate set forth in 28 U.S.C.

1961.


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Board of Governors into the United States Treasury as required by section 8(i)(2)(J) of the

FDI Act (12 U.S.C. 1818(i)(2)(J)).

Notices


(a) Mr. John A. BeebeAssistant Vice PresidentFederal Reserve Bank of RichmondP.O. Box 27622Richmond, Virginia 23261-7622

(b) Mr. Edward OKeefeGeneral CounselBank of America Corporation100 N. Tryon StreetCharlotte, North Carolina 29255

Miscellaneous

7. The provisions of this Consent Assessment Order shall be binding on BAC and its

institution-affiliated parties in their capacities as such, and their successors and assigns.




Bank may, in its sole discretion, grant written extensions of time to BAC to comply with any

provision of this Consent Assessment Order.


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hereby releases and discharges BAC and its affiliates, successors, and assigns from all potential

liability that has been or might have been asserted by the Board of Governors based on the

conduct that is the subject of this Consent Assessment Order, to the extent known to the Board of

Governors as of the effective date of this Consent Assessment Order. The foregoing release and

discharge shall not preclude or affect any right of the Board of Governors to determine and

ensure compliance with the Board Consent Order or this Consent Assessment Order, or any

proceedings brought by the Board of Governors to enforce the terms of the Board Consent Order

or this Consent Assessment Order.


BANK OF AMERICA CORPORATION BOARD OF GOVERNORS OF THEFEDERAL RESERVE SYSTEM

By: /s/ Edward OKeefe By: /s/ Jennifer J. JohnsonEdward OKeefe Jennifer J. JohnsonGeneral Counsel Secretary of the Board


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BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

WASHINGTON, D.C.

In the Matter of

CITIGROUP INC.New York, New York



WHEREAS, Citigroup Inc., New York, New York (Citigroup), a registered bank

holding company, owns and controls Citibank, N.A., Las Vegas, Nevada (the Bank), a national

bank that owns CitiMortgage, Inc., OFallon, Missouri (CitiMortgage), an operating subsidiary

of the Bank; and Citigroup owns and controls CitiFinancial Credit Company, Baltimore,

Maryland (CitiFinancial), a nonbank subsidiary of the holding company;

WHEREAS, Citigroup, through CitiMortgage, indirectly engages in the business of

servicing residential mortgage loans for the Bank, U.S. government-sponsored entities

(the GSEs), and various investors;

WHEREAS, Citigroup, through CitiFinancial, indirectly engages in the business of

servicing residential mortgage loans that are made by CitiFinancial;

WHEREAS, with respect to the residential mortgage loans it services, CitiFinancial

initiates and handles loss mitigation activities involving nonperforming residential mortgage

loans, including activities related to special forbearances, repayment plans, modifications, short

refinances, short sales, cash-for-keys, and deeds-in-lieu of foreclosure (collectively, Loss

Mitigation or Loss Mitigation Activities);


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WHEREAS, CitiMortgage initiates and handles Loss Mitigation Activities and

foreclosure proceedings with respect to the residential mortgage loans it services; and

CitiMortgage also handles foreclosure proceedings for CitiFinancial;





Bank of New York (the Reserve Bank) and the OCC reviewed certain residential mortgage

loan servicing and foreclosure-related practices at CitiMortgage;







WHEREAS, the OCCs findings also raised concerns that Citigroup did not adequately

assess the potential risks associated with these activities;

WHEREAS, as evidenced by the findings in the OCC Consent Order, Citigroup allegedly


foreclosure activities, and related functions of CitiFinancial and the Bank, including the Banks

risk management, audit, and compliance programs, vendor management, document execution

practices, and staffing and managerial resources as they pertain to those activities and related

functions;


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WHEREAS, on April 13, 2011, the Board of Governors, on the one hand, and Citigroup

and CitiFinancial, on the other hand, entered into a Consent Order to address the concerns raised

by the OCC Consent Order and requiring Citigroup and CitiFinancial to take specific measures

to address those concerns (the Board Consent Order);


constitutes unsafe or unsound practices in conducting the affairs of Citigroup within the meaning

of section 8 of the Federal Deposit Insurance Act, as amended (12 U.S.C. 1818)

(the FDI Act);


Penalty Issued Upon Consent (the Consent Assessment Order) against Citigroup in

conjunction with the Board Consent Order;

WHEREAS, Citigroup has taken steps to comply with the Board Consent Order and

continues to take additional steps;

WHEREAS, on February 9, 2012, Citigroup and/or certain of its affiliates

(the Citi Parties) entered into an agreement in principle with the United States, acting through

the United States Department of Justice, and with the Attorneys General of various states to

settle certain potential civil claims against the Citi Parties for their conduct, among other things,

in connection with the servicing of mortgage loans by the Bank (the Settlement Agreement);

WHEREAS, as part of the Settlement Agreement, the Citi Parties agreed to provide



Settlement Agreement, the Citi Parties also agreed that certain payments would be made to the



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Assistance provided by the Citi Parties, together with the Hard Dollar Payments made pursuant

to the Settlement Agreement, is expected to be equal to or greater than $2.2 billion;

WHEREAS, Citigroup has consented to the assessment of a civil money penalty in the


(i)(2)(B) of the FDI Act (12 U.S.C. 1818(b)(3) and 1818(i)(2)(B)) for allegedly unsafe or

unsound practices described above, which penalty shall be remitted by the Board of Governors to

the extent, in compliance with this Consent Assessment Order: (i) the Citi Parties provide the

Borrower Assistance pursuant to the Settlement Agreement or make the Federal Payments

pursuant to the Settlement Agreement; or (ii) Citigroup provides funding for nonprofit housing

counseling organizations pursuant to a plan acceptable to the Reserve Bank;

WHEREAS, the board of directors of Citigroup, at a duly constituted meeting, adopted a

resolution authorizing and directing Michael S. Helfer to enter into this Consent Assessment

Order on behalf of Citigroup, and consenting to compliance with each and every applicable

provision of this Consent Assessment Order by Citigroup and its institution-affiliated parties, as

defined in sections 3(u) and 8(b)(3) of the FDI Act (12 U.S.C. 1813(u) and 1818(b)(3)), and

waiving any and all rights that Citigroup may have pursuant to section 8 of the FDI Act (12

U.S.C. 1818), including, but not limited to: (i) the issuance of a notice of assessment of civil

money penalty; (ii) a hearing for the purpose of taking evidence on any matters set forth in this

Consent Assessment Order; (iii) judicial review of this Consent Assessment Order; (iv) contest

the issuance of this Consent Assessment Order by the Board of Governors; and (v) challenge or




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Assessment Order constituting an admission by Citigroup of any allegation made or implied by

the Board of Governors in connection with this matter, and solely for the purpose of settling this




1. Citigroup is hereby assessed a CMP in the amount of $22,000,000 to be paid as





Citi Parties pursuant to the Settlement Agreement (with crediting to be determined pursuant to


remitted for bonuses or incentives received by or credited to the Citi Parties), under the following

conditions:





Payments made by the Citi Parties pursuant to the Settlement Agreement are made available to



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satisfied or on which the CMP has been fully satisfied, Citigroup submits to the Reserve Bank a


pursuant to the Settlement Agreement and a certification by Citigroup that any such Borrower





or two years after the date of execution of this Consent Assessment Order, Citigroup submits to

the Reserve Bank a certification that any Borrower Assistance provided and Federal Payments

made pursuant to the Settlement Agreement were provided and made in full compliance with the

terms and conditions of the Settlement Agreement.




Citigroup on funding for nonprofit housing counseling organizations, approved by the U.S.


risk of or are in default or foreclosure, or to provide assistance to borrowers in connection with

the independent foreclosure reviews required by the Board Consent Order, under the following

conditions:


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Citigroup submits to the Reserve Bank an acceptable written plan for making such expenditures,

including the manner by which such expenditures shall be credited to Citigroup; and

(ii) Citigroup fully complies with the accepted plan.


Order, Citigroup shall pay any portion of the CMP that has not been remitted pursuant to

paragraphs 2 or 3 of this Consent Assessment Order as of such date, plus interest on such portion

calculated from the date of execution of this Consent Assessment Order at the rate set forth in

28 U.S.C. 1961.






FDI Act, (12 U.S.C. 1818(i)(2)(J)).

Notices


(a) Jonathan I. PolkSenior Vice PresidentFederal Reserve Bank of New York33 Liberty StreetNew York, New York 10045

(b) Stephen E. SimcockDeputy General Counsel and Managing DirectorCitigroup Inc.399 Park AvenueNew York, New York 10022


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Miscellaneous

7. The provisions of this Consent Assessment Order shall be binding on Citigroup

and its institution-affiliated parties in their capacities as such, and their successors and assigns.




Bank may, in its sole discretion, grant written extensions of time to Citigroup to comply with any



hereby releases and discharges Citigroup and its affiliates, successors, and assigns from all

potential liability that has been or might have been asserted by the Board of Governors based on

the conduct that is the subject of this Consent Assessment Order, to the extent known to the

Board of Governors as of the effective date of this Consent Assessment Order. The foregoing

release and discharge shall not preclude or affect any right of the Board of Governors to

determine and ensure compliance with the Board Consent Order or this Consent Assessment

Order, or any proceedings brought by the Board of Governors to enforce the terms of the Board

Consent Order or this Consent Assessment Order.


CITIGROUP INC. BOARD OF GOVERNORS OF THEFEDERAL RESERVE SYSTEM

By: /s/ Michael S. Helfer By: /s/ Jennifer J. JohnsonMichael S. Helfer Jennifer J. JohnsonGeneral Counsel and Secretary Secretary of the Board


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In the Matter of

WELLS FARGO & COMPANYSan Francisco, California



WHEREAS, Wells Fargo & Company, San Francisco, California (WFC), a registered

bank holding company, owns and controls Well Fargo Bank, N.A., San Francisco, California

(the Bank), a national bank;

WHEREAS, WFC, through the Bank, indirectly engages in the business of servicing

residential mortgage loans for the Bank, WFCs nonbank subsidiaries, U.S. government-

sponsored entities (the GSEs), and various investors;

WHEREAS, with respect to the residential mortgage loans it services, the Bank initiates

and handles foreclosure proceedings and loss mitigation activities involving nonperforming

residential mortgage loans, including activities related to special forbearances, repayment plans,

modifications, short refinances, short sales, cash-for-keys, and deeds-in-lieu of foreclosure

(collectively, Loss Mitigation);





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Bank of San Francisco (the Reserve Bank) and the OCC reviewed certain residential mortgage

loan servicing and foreclosure-related practices at the Bank;







WHEREAS, the OCCs findings also raised concerns that WFC did not adequately assess

the potential risks associated with these activities;

WHEREAS, as evidenced by the findings in the OCC Consent Order, WFC allegedly


foreclosure activities, and related functions of the Bank, including the Banks risk management,

audit, and compliance programs, vendor management, document execution practices, and

staffing and managerial resources as they pertain to those activities and related functions;

WHEREAS, on April 13, 2011, the Board of Governors and WFC entered into a Consent

Order to address the concerns raised by the OCC Consent Order and requiring WFC to take

specific measures to address those concerns (the Board Consent Order);


constitutes unsafe or unsound practices in conducting the affairs of WFC within the meaning of

section 8 of the Federal Deposit Insurance Act, as amended (12 U.S.C. 1818) (the FDI Act);


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Penalty Issued Upon Consent (the Consent Assessment Order) against WFC in conjunction

with the Board Consent Order;

WHEREAS, WFC has taken steps to comply with the Board Consent Order and

continues to take additional steps;

WHEREAS, on February 9, 2012, WFC and/or certain of its affiliates (the WFC

Parties) entered into an agreement with the United States, acting through the United States

Department of Justice, and with the Attorneys General of various states to settle certain potential

civil claims against the WFC Parties for their conduct, among other things, in connection with

the servicing of mortgage loans by the Bank (the Settlement Agreement);

WHEREAS, as part of the Settlement Agreement, the WFC Parties agreed to provide



Settlement Agreement, the WFC Parties also agreed that certain payments would be made to the



Assistance provided by the WFC Parties, together with the Hard Dollar Payments made pursuant

to the Settlement Agreement, is expected to be equal to or greater than $5 billion;

WHEREAS, WFC has consented to the assessment of a civil money penalty in the


(i)(2)(B) of the FDI Act (12 U.S.C. 1818(b)(3) and 1818(i)(2)(B)) for alleged unsafe or

unsound practices described above, which penalty shall be remitted by the Board of Governors to

the extent, in compliance with this Consent Assessment Order: (i) the WFC Parties provide the


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Borrower Assistance pursuant to the Settlement Agreement or make the Federal Payments

pursuant to the Settlement Agreement; or (ii) WFC provides funding for nonprofit housing

counseling organizations pursuant to a plan acceptable to the Reserve Bank;

WHEREAS, the board of directors of WFC, at a duly constituted meeting, adopted a

resolution authorizing and directing James M. Strother to enter into this Consent Assessment

Order on behalf of WFC, and consenting to compliance with each and every applicable provision

of this Consent Assessment Order by WFC and its institution-affiliated parties, as defined in

sections 3(u) and 8(b)(3) of the FDI Act (12 U.S.C. 1813(u) and 1818(b)(3)), and waiving any

and all rights that WFC may have pursuant to section 8 of the FDI Act (12 U.S.C. 1818),

including, but not limited to: (i) the issuance of a notice of assessment of civil money penalty;

(ii) a hearing for the purpose of taking evidence on any matters set forth in this Consent

Assessment Order; (iii) judicial review of this Consent Assessment Order; (iv) contest the

issuance of this Consent Assessment Order by the Board of Governors; and (v) challenge or





Assessment Order constituting an admission by WFC of any allegation made or implied by the

Board of Governors in connection with this matter, and solely for the purpose of settling this





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1. WFC is hereby assessed a CMP in the amount of $87,000,000 to be paid as





WFC Parties pursuant to the Settlement Agreement (with crediting to be determined pursuant to


remitted for bonuses or incentives received by or credited to the WFC Parties), under the



Settlement Agreement that are designated by the Board of Governors in advance of provision of

such Borrower Assistance and is provided in accordance with the terms and conditions specified

in the Settlement Agreement for such programs;


Payments made by the WFC Parties pursuant to the Settlement Agreement are made available to




satisfied or on which the CMP has been fully satisfied, WFC submits to the Reserve Bank a


pursuant to the Settlement Agreement and a certification by WFC that any such Borrower




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6



or two years after the date of execution of this Consent Assessment Order, WFC submits to the

Reserve Bank a certification that any Borrower Assistance provided and Federal Payments made

pursuant to the Settlement Agreement were provided and made in full compliance with the terms

and conditions of the Settlement Agreement.




WFC on funding for nonprofit housing counseling organizations, approved by the U.S.


risk of or are in default or foreclosure, or to provide assistance to borrowers in connection with

the independent foreclosure reviews required by the Board Consent Order, under the following

conditions:


WFC submits to the Reserve Bank an acceptable written plan for making such expenditures,

including the manner by which such expenditures shall be credited to WFC; and

(ii) WFC fully complies with the accepted plan.


Order, WFC shall pay any portion of the CMP that has not been remitted pursuant to paragraphs

2 or 3 of this Consent Assessment Order as of such date, plus interest on such portion calculated

from the date of execution of this Consent Assessment Order at the rate set forth in 28 U.S.C.

1961.


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FDI Act, (12 U.S.C. 1818(i)(2)(J)).

Notices


(a) Mr. Patrick LoncarVice PresidentBanking Supervision & RegulationFederal Reserve Bank of San Francisco101 Market StreetSan Francisco, California 94105

(b) Mr. James M. StrotherSenior Executive Vice President and General CounselWells Fargo & Company45 Fremont StreetSan Francisco, California 94105

Miscellaneous

7. The provisions of this Consent Assessment Order shall be binding on WFC and

its institution-affiliated parties in their capacities as such, and their successors and assigns.




Bank may, in its sole discretion, grant written extensions of time to WFC to comply with any



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8


hereby releases and discharges WFC and its affiliates, successors, and assigns from all potential

liability that has been or might have been asserted by the Board of Governors based on the

conduct that is the subject of this Consent Assessment Order, to the extent known to the Board of

Governors as of the effective date of this Consent Assessment Order. The foregoing release and

discharge shall not preclude or affect any right of the Board of Governors to determine and

ensure compliance with the Board Consent Order or this Consent Assessment Order, or any

proceedings brought by the Board of Governors to enforce the terms of the Board Consent Order

or this Consent Assessment Order.


WELLS FARGO & COMPANY BOARD OF GOVERNORS OF THEFEDERAL RESERVE SYSTEM

By: /s/ James M. Strother By: /s/ Jennifer J. JohnsonJames M. Strother Jennifer J. JohnsonSenior Executive Vice President and Secretary of the BoardGeneral Counsel


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In the Matter of

ALLY FINANCIAL INC.Detroit, Michigan

RESIDENTIAL CAPITAL, LLC

Minneapolis, Minnesota

and

GMAC MORTGAGE, LLCFort Washington, Pennsylvania

Docket No. 12-006-CMP-HC12-006-CMP-DEO

Order of Assessment of a Civil

Money Penalty Issued Upon ConsentPursuant to the Federal DepositInsurance Act, as Amended

WHEREAS, Ally Financial Inc., Detroit, Michigan (Ally Financial), a registered bank

holding company, indirectly owns and controls Ally Bank (f/k/a GMAC Bank), Midvale, Utah, a

state nonmember bank, and numerous direct and indirect nonbank subsidiaries, including

Residential Capital, LLC, Minneapolis, Minnesota (ResCap), and its direct and indirect

subsidiaries, including GMAC Mortgage, LLC, Fort Washington, Pennsylvania

(GMAC Mortgage), and its subsidiaries. Ally Financial, f/k/a GMAC LLC, became a bank

holding company on December 24, 2008, following approval by the Board of Governors of the

Federal Reserve System (the Board of Governors) pursuant to section 3(a)(1) of the Bank

Holding Company Act (12 U.S.C. 1842(a)(1)), and conversion of Ally Bank from an industrial

loan company to a state-chartered insured nonmember bank;


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WHEREAS, Ally Financial engages in the business of servicing residential mortgage

loans through various indirect subsidiaries, including GMAC Mortgage and its subsidiaries

(collectively, the Mortgage Servicing Companies). The Mortgage Servicing Companies

service residential mortgage loans that are held in the portfolios of (a) Ally Bank and GMAC

Mortgage; (b) the Federal National Mortgage Association, the Federal Home Loan Mortgage

Corporation, and the Government National Mortgage Association; and (c) various investors,

including securitization trusts pursuant to Pooling and Servicing Agreements and similar

agreements (collectively, the Servicing Portfolio). The Mortgage Servicing Companies have

substantial responsibilities with respect to the Servicing Portfolio for the initiation and handling

of foreclosure proceedings, and loss mitigation activities (Loss Mitigation or Loss Mitigation

Activities include activities related to special forbearances, repayment plans, modifications,

short refinances, short sales, cash-for-keys, and deeds-in-lieu of foreclosure);

WHEREAS, the Mortgage Servicing Companies collectively are the fifth largest servicer

of residential mortgages in the United States and service a portfolio of 2.5 million residential

mortgage loans. During the recent financial crisis, a substantially larger number of residential

mortgage loans became past due than in earlier years. Many of the past due mortgages have

resulted in foreclosure actions. From January 1, 2009 to December 31, 2010, the Mortgage

Servicing Companies completed 89,998 foreclosure actions, representing approximately 4

percent of the Servicing Portfolio over such time period;

WHEREAS, the Mortgage Servicing Companies, in connection with the process leading

to certain foreclosures involving the Servicing Portfolio, allegedly:

(a) Filed or caused to be filed in state courts and in connection with bankruptcy

proceedings in federal courts numerous affidavits executed by employees of the


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3

Mortgage Servicing Companies or employees of third-party providers making various

assertions, such as the ownership of the mortgage note and mortgage, the amount of

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 knowledge or review;

(b) Filed or caused to be filed in courts in various states and in connection with

bankruptcy proceedings in federal courts or in the local land record offices, numerous

affidavits and other mortgage-related documents that were not properly notarized,

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

(c) Litigated foreclosure and bankruptcy proceedings and initiated non-judicial

foreclosures without always confirming that documentation of ownership was in order at

the appropriate time, including confirming that the promissory note and mortgage

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

appropriate party;

(d) Failed to respond in a sufficient and timely manner to the increased level of

foreclosures by increasing financial, staffing, and managerial resources to ensure that the

Mortgage Servicing Companies adequately handled the foreclosure process; and

failed to respond in a sufficient and timely manner to the increased level of Loss

Mitigation Activities to ensure timely, effective and efficient communication with

borrowers with respect to Loss Mitigation Activities and foreclosure activities; and

(e) Failed to have adequate internal controls, policies and procedures, compliance

risk management, internal audit, training, and oversight of the foreclosure process,


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4

including sufficient oversight of outside counsel and other third-party providers handling

foreclosure-related services with respect to the Servicing Portfolio;

WHEREAS, as evidenced by these alleged deficiencies at the Mortgage Servicing

Companies, Ally Financial allegedly failed to provide effective oversight with respect to the loan

servicing, Loss Mitigation, foreclosure activities, and related functions of the Mortgage

Servicing Companies, including the Mortgage Servicing Companies risk management, audit,

and compliance programs, vendor management, document execution practices, and staffing and

managerial resources as they pertain to those activities and related functions;

WHEREAS, on April 13, 2011, the Board of Governors and the Federal Deposit

Insurance Corporation, on the one hand, and Ally Financial, ResCap, the Mortgage Servicing

Companies, and Ally Bank, on the other hand, entered into a Consent Order designed to correct

the aforementioned alleged conduct (the Consent Order);

WHEREAS, the conduct which was the subject of the Consent Order allegedly

constitutes unsafe or unsound practices in conducting the affairs of Ally Financial, ResCap and

the Mortgage Servicing Companies within the meaning of section 8 of the Federal Deposit

Insurance Act, as amended (12 U.S.C. 1818) (the FDI Act);


Penalty Issued Upon Consent (the Consent Assessment Order) against Ally Financial, ResCap,

and the Mortgage Servicing Companies in conjunction with the Consent Order;

WHEREAS, Ally Financial, ResCap, and the Mortgage Servicing Companies have taken

steps to comply with the Consent Order and continue to take additional steps;

WHEREAS, on February 9, 2012, Ally Financial, ResCap, and/or the Mortgage

Servicing Companies (the Ally Parties) entered into an agreement with the United States,


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5

acting through the United States Department of Justice, and with the Attorneys General of

various states to settle certain potential civil claims against the Ally Parties for their conduct,

among other things, in connection with the servicing of mortgage loans by the Mortgage

Servicing Companies (the Settlement Agreement);

WHEREAS, as part of the Settlement Agreement the Ally Parties agreed to provide



Settlement Agreement, the Ally Parties also agreed that certain payments would be made to the



Assistance provided by the Ally Parties, together with the Hard Dollar Payments made pursuant

to the Settlement Agreement, is expected to be equal to or greater than $310,000,000;

WHEREAS, Ally Financial, ResCap, and the Mortgage Servicing Companies have

consented to the assessment of a civil money penalty in the amount of $207,000,000 by the

Board of Governors (the CMP) pursuant to section 8(b)(3) and (i)(2)(B) of the FDI Act

(12 U.S.C. 1818(b)(3) and 1818(i)(2)(B)) for allegedly unsafe or unsound practices described

above, which penalty shall be remitted by the Board of Governors to the extent, in compliance

with this Consent Assessment Order: (i) the Ally Parties provide the Borrower Assistance

pursuant to the Settlement Agreement or make the Federal Payments pursuant to the Settlement

Agreement; or (ii) Ally Financial, ResCap, and the Mortgage Servicing Companies provide

funding for nonprofit housing counseling organizations pursuant to a plan acceptable to the

Federal Reserve Bank of Chicago (the Reserve Bank);


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6

WHEREAS, the boards of directors of Ally Financial, ResCap, and the Mortgage

Servicing Companies, at duly constituted meetings, adopted resolutions authorizing and directing

Michael A. Carpenter, Thomas F. Marano and Steven M. Abreu to enter into this Consent

Assessment Order on behalf of Ally Financial, ResCap, and the Mortgage Servicing Companies,

respectively, and consenting to compliance with each and every applicable provision of this

Consent Assessment Order by Ally Financial, ResCap, and the Mortgage Servicing Companies,

and their institution-affiliated parties, as defined in sections 3(u) and 8(b)(3) of the FDI Act

(12 U.S.C. 1813(u) and 1818(b)(3)), and waiving any and all rights that Ally Financial,

ResCap, and the Mortgage Servicing Companies may have pursuant to section 8 of the FDI Act

(12 U.S.C. 1818), including, but not limited to: (i) the issuance of a notice of assessment of

civil money penalty; (ii) a hearing for the purpose of taking evidence on any matters set forth in

this Consent Assessment Order; (iii) judicial review of this Consent Assessment Order; (iv)

contest the issuance of this Consent Assessment Order by the Board of Governors; and (v)

challenge or contest, in any manner, the basis, issuance, validity, terms, effectiveness or

enforceability of this Consent Assessment Order or any provision hereof.



Assessment Order constituting an admission by Ally Financial, ResCap, or the Mortgage

Servicing Companies of any allegation made or implied by the Board of Governors in connection

with this matter, and solely for the purpose of settling this matter without a formal proceeding

being filed and without the necessity for protracted or extended hearings or testimony, it is

hereby ORDERED by the Board of Governors, pursuant to sections 8(b)(3) and (i)(2)(B) of the

FDI Act (12 U.S.C. 1818(b)(3) and 1818(i)(2)(B)), that:


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7

1. Ally Financial, ResCap, and the Mortgage Servicing Companies are hereby

jointly and severally assessed a CMP in the amount of $207,000,000 to be paid as provided in

this Consent Assessment Order.




Ally Parties pursuant to the Settlement Agreement (with crediting to be determined pursuant to


remitted for bonuses or incentives received by or credited to the Ally Parties), under the






Payments made by the Ally Parties pursuant to the Settlement Agreement are made available to




satisfied or on which the CMP has been fully satisfied, Ally Financial, ResCap, and the

Mortgage Servicing Companies submit to the Reserve Bank a detailed report and accounting on

the Borrower Assistance provided and Federal Payments made pursuant to the Settlement

Agreement and a certification by Ally Financial, ResCap, and the Mortgage Servicing

Companies that any such Borrower Assistance provided and Federal Payments made were


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8

provided and made in full compliance with the terms and conditions of the Settlement

Agreement; and



or two years after the date of execution of this Consent Assessment Order, Ally Financial,

ResCap, and the Mortgage Servicing Companies submit to the Reserve Bank a certification that

any Borrower Assistance provided and Federal Payments made pursuant to the Settlement

Agreement were provided and made in full compliance with the terms and conditions of the

Settlement Agreement.



pursuant to paragraph 2, by an amount equivalent to the aggregate amount funds expended by

Ally Financial, ResCap, and the Mortgage Servicing Companies on funding for nonprofit

housing counseling organizations, approved by the U.S. Department of Housing and Urban

Development, to provide counseling to borrowers who are at risk of or are in default or

foreclosure, or to provide assistance to borrowers in connection with the independent foreclosure

reviews required by the Consent Order, under the following conditions:


Ally Financial, ResCap, and the Mortgage Servicing Companies submit to the Reserve Bank an

acceptable written plan for making such expenditures, including the manner by which such

expenditures shall be credited to Ally Financial, ResCap, and the Mortgage Servicing

Companies; and


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9

(ii) Ally Financial, ResCap, and the Mortgage Servicing Companies fully comply with

the accepted plan.


Order, Ally Financial, ResCap, and the Mortgage Servicing Companies shall pay any portion of

the CMP that has not been remitted pursuant to paragraphs 2 or 3 of this Consent Assessment

Order as of such date, plus interest on such portion calculated from the date of execution of this

Consent Assessment Order at the rate set forth in 28 U.S. C. 1961.





Board of Governors into the United States Treasury as required by section 8(i)(2)(J) of the

FDI Act (12 U.S.C. 1818(i)(2)(J)).

Notices


(a) Mr. James W. NelsonSenior Vice PresidentSupervision and Regulation DepartmentFederal Reserve Bank of Chicago230 South LaSalle StreetChicago, Illinois 60604-1413


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(b) Ms. Barbara YastineChief Administrative OfficerAlly Financial Inc.1177 Avenue of the AmericasNew York, NY 10036

with copies to:

Mr. Daniel SotoChief Compliance OfficerAlly Financial Inc.440 South Church StreetCharlotte, NC 28202

William B. Solomon, Jr., Esq.General Counsel

Ally Financial Inc.200 Renaissance Center9th FloorDetroit, MI 48265

Mark H. WeintraubExecutive Vice President Mortgage Servicing Remediation OversightAlly Financial Inc.440 South Church StreetCharlotte, NC 28202

(c) Mr. Thomas F. MaranoChairman & Chief Executive Officer - ResCapResidential Capital, LLC1177 Avenue of the AmericasNew York, NY 10036

with copies to:

Tammy P. Hamzehpour, Esq.General Counsel - ResCap1100 Virginia DriveFort Washington, PA 19034

(d) GMAC Mortgage, Inc.c/o Mr. Thomas F. MaranoChairman & Chief Executive Officer - ResCapResidential Capital, LLC1177 Avenue of the AmericasNew York, NY 10036


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11

with copies to:

Tammy P. Hamzehpour, Esq.General Counsel - ResCap

1100 Virginia DriveFort Washington, PA 19034

Miscellaneous

7. The provisions of this Consent Assessment Order shall be binding on Ally

Financial, ResCap, the Mortgage Servicing Companies, and each of their institution-affiliated

parties in their capacities as such, and their successors and assigns.




Bank may, in its sole discretion, grant written extensions of time to Ally Financial, ResCap, and

the Mortgage Servicing Companies to comply with any provision of this Consent Assessment

Order.


hereby releases and discharges Ally Financial, ResCap, the Mortgage Servicing Companies, and

their affiliates, successors, and assigns from all potential liability that has been or might have

been asserted by the Board of Governors based on the conduct that is the subject of this Consent

Assessment Order, to the extent known to the Board of Governors as of the effective date of this

Consent Assessment Order. The foregoing release and discharge shall not preclude or affect any

right of the Board of Governors to determine and ensure compliance with the Consent Order or

this Consent Assessment Order, or any proceedings brought by the Board of Governors to

enforce the terms of the Consent Order or this Consent Assessment Order.


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By Order of the Board of Governors effective this 10th

day of February, 2012.

ALLY FINANCIAL INC. BOARD OF GOVERNORS OF THEFEDERAL RESERVE SYSTEM

By: /s/ Michael A. Carpenter By: /s/ Jennifer J. JohnsonMichael A. Carpenter Jennifer J. JohnsonChief Executive Officer Secretary of the Board

RESIDENTIAL CAPITAL, LLC

By: /s/ Thomas F. MaranoThomas F. MaranoChairman & Chief Executive Officer

GMAC MORTGAGE, LLC

By: /s/ Steven M. AbreuSteven M. AbreuPresident

Documents

Federal Reserve Board releases orders related to the previously announced monetary sanctions against five banking organizations Release Date: February 13, 2012