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A Timefor<br />

Celebration<br />

W e a r e n o w o f f i c i a l l y<br />

<strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> Trust <strong>Company</strong><br />

<strong>Seaway</strong> Bancshares, Inc.<br />

2007 Annual Report


<strong>Seaway</strong> Bancshares, Inc.<br />

Financial highlights year ended: December 31, 2007 December 31, 2006 % Change<br />

Total Stockholders’ Equity $29,107,889 $26,477,122 9.94%<br />

Return on Average Equity 9.92% 9.23% 7.48%<br />

Total Assets $346,734,308 $358,591,450 (3.31)%<br />

<strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> Trust <strong>Company</strong><br />

Financial highlights year ended: December 31, 2007 December 31, 2006 % Change<br />

Net Income $3,201,531 $2,850,831 12.30%<br />

Total Deposits $301,033,769 $313,836,983 (4.08)%<br />

Total Loans $181,246,604 $174,421,621 3.91%<br />

A Time For Celebration...<br />

As of December 30, 2007 we are...<br />

Quality Service Statement<br />

<strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> Trust <strong>Company</strong> will develop <strong>and</strong> deliver products<br />

<strong>and</strong> services that satisfy the financial needs of our customers. Our goal<br />

is to be recognized as the premier quality bank in the community we<br />

serve. All marketing, products, systems, processes <strong>and</strong> training will be<br />

designed to prevent errors <strong>and</strong> to provide customers with consistently<br />

high levels of quality service, which will be monitored continuously.<br />

If service problems develop, emphasis will be placed on timely <strong>and</strong><br />

courteous resolution, including responsive communication with the<br />

customer. Success will be measured in terms of our ability to meet<br />

customers’ requirements, <strong>and</strong> employees will be rewarded for quality<br />

performance.<br />

Table of Contents<br />

Letter to Our Shareholders ..........................................................................1<br />

Consolidated Financial Statements <strong>Seaway</strong> Bancshares, Inc. <strong>and</strong> Subsidiary ..................................7<br />

Consolidated Financial Statements <strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> Trust <strong>Company</strong>. ...................................... 11<br />

Notes to Financial Statements ......................................................................15<br />

Independent Auditor’s Report ......................................................................23<br />

Board of Directors <strong>and</strong> Officers .....................................................................24<br />

Facilities ........................................................................................25<br />

©2008 <strong>Seaway</strong> Bancshares, Inc. Printed in USA


Letter to Our Shareholders<br />

A Time For Celebration...<br />

As we close the books on another<br />

year, we have cause for celebration.<br />

On December 30, 2007, <strong>Seaway</strong><br />

National <strong>Bank</strong> was granted state<br />

charter status. We are now officially<br />

a State bank — <strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong><br />

Trust <strong>Company</strong>!<br />

This exciting development<br />

caps another strong year for us at<br />

<strong>Seaway</strong>. Earnings were up in 2007,<br />

<strong>and</strong> growth was at 7 percent. At a<br />

glance, year-end highlights included<br />

the gr<strong>and</strong> opening of our newly<br />

constructed South Branch, remodeling<br />

our home office in Chatham,<br />

relocating our loan production center<br />

in Waukegan to a spacious new<br />

office, celebrating our President’s<br />

35 years of service, <strong>and</strong> exp<strong>and</strong>ing<br />

our ATM network to better serve<br />

our customers.<br />

The secret to <strong>Seaway</strong>’s success is<br />

really no secret at all. As shareholders,<br />

you know we simply never waiver<br />

from our mission, <strong>and</strong> we never<br />

lower our st<strong>and</strong>ards. Above all, in<br />

2007, we continued to provide the<br />

same common sense solutions to<br />

the members of this community<br />

that we’ve served for more than 40<br />

years.<br />

Still, turbulence in today’s financial<br />

markets does raise important<br />

questions. Is the worst of the fallout<br />

behind us? Does <strong>Seaway</strong> have what<br />

it takes to ride out whatever ups <strong>and</strong><br />

downs may come our way?<br />

<strong>Seaway</strong>’s response to these<br />

questions is rooted in the bank’s<br />

time-honored mission of serving<br />

the needs of the community. We expect<br />

uncertainty, <strong>and</strong> so we rely on<br />

strong fundamentals to weather any<br />

storm. We were especially proud of<br />

our strong commitment to our st<strong>and</strong>ards<br />

<strong>and</strong> to our customers in light<br />

of last year’s sub prime mortgage<br />

meltdown. While markets were<br />

teetering, we were introducing new<br />

products for our customers. While<br />

large financial institutions suffered<br />

great losses, we were remodeling a<br />

facility <strong>and</strong> opening others.<br />

Although our commitment<br />

to community service will never<br />

change, it wasn’t just business as<br />

usual in 2007. We broke new ground<br />

in our outreach efforts when we<br />

teamed up with Northeastern<br />

Illinois University in October to<br />

offer a financial literacy program<br />

that teaches parents of 8th <strong>and</strong> 9th<br />

Jacoby Dickens<br />

Chairman of the Board<br />

graders how to better manage their<br />

money. It’s a timely endeavor <strong>and</strong><br />

just one example of the types of initiatives<br />

<strong>Seaway</strong> routinely supports<br />

in the community.<br />

Also in 2007, our Board of<br />

Directors bid farewell to William H.<br />

Dunbar, Jr. Mr. Dunbar served on<br />

<strong>Seaway</strong>’s Board since 1990, <strong>and</strong> his<br />

experience <strong>and</strong> knowledge will be<br />

greatly missed.<br />

At the same time, we welcomed<br />

to our Board David A. Kelly. Mr.<br />

Kelly is a lawyer whose expertise in<br />

the fields of accounting <strong>and</strong> real estate<br />

will make him a valuable asset<br />

for the bank’s Board going forward.<br />

Our core philosophy for 2008<br />

will remain what it has always been<br />

— to make this year better than<br />

last, <strong>and</strong> to continue to introduce<br />

new <strong>and</strong> innovative ways to meet<br />

the financial needs of the community,<br />

for the ultimate benefit of our<br />

customers, our employees <strong>and</strong> our<br />

shareholders.<br />

As we look back over 2007, we<br />

feel the opening of a new South<br />

Facility, remodeling our Main Facility,<br />

exp<strong>and</strong>ing our loan production<br />

office, becoming a State chartered<br />

institution <strong>and</strong> commemorating our<br />

President’s 35 years of dedicated<br />

service are all worth celebrating!<br />

Walter E. Grady<br />

PResident <strong>and</strong><br />

Chief Executive officer<br />

<strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report | 1


<strong>Seaway</strong> Bancshares, Inc. 2 0 0 7 A n n u a l R e p o r t<br />

Celebrating<br />

Our New Name<br />

<strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> Trust <strong>Company</strong>!<br />

This became <strong>Seaway</strong>’s new name<br />

on December 30, 2007, when our<br />

application to become a State<br />

chartered bank was approved by the<br />

Illinois Department of Financial<br />

<strong>and</strong> Professional Regulation.<br />

<strong>Seaway</strong> has always looked for ways<br />

to better serve its customers, <strong>and</strong><br />

this new charter will enable us to<br />

do just that. Now, more time can<br />

be spent on developing innovative<br />

products <strong>and</strong> services that will make<br />

banking more convenient for our<br />

customers. Additionally, our newly<br />

exp<strong>and</strong>ed powers will enable us to<br />

loan larger amounts to our borrowers.<br />

This is exciting news for us <strong>and</strong><br />

for our customers.<br />

friends nationwide trust to provide<br />

reliable service. At the same time,<br />

changing our name sparks an excitement<br />

that motivates us to consider<br />

greater possibilities. In 1965, when<br />

a visionary group of entrepreneurs<br />

pooled their resources,<br />

they formed <strong>Seaway</strong> <strong>and</strong><br />

fulfilled their dreams. Forty<br />

years later, not only are we<br />

keeping that dream alive, we<br />

are also helping others to<br />

pursue their dreams.<br />

Our new charter <strong>and</strong> our<br />

new name represent the<br />

latest chapter in this inspiring<br />

story. We are very happy<br />

to celebrate this episode.<br />

William Bates, Jr.,<br />

Executive Vice<br />

President <strong>and</strong> General<br />

Counsel, was pivotal<br />

in working to make<br />

<strong>Seaway</strong>’s state bank<br />

charter a reality.<br />

Our new name indicates that the<br />

fundamentals of our bank have not<br />

changed. We are still <strong>Seaway</strong>—the<br />

<strong>Seaway</strong> that our community <strong>and</strong><br />

<strong>Seaway</strong> has always looked<br />

for ways to better serve its<br />

customers, <strong>and</strong> this new charter<br />

will enable us to do just that.<br />

2 | <strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report


Celebrating<br />

Our Financial Strength<br />

More than 40 years of doing<br />

business has taught us this:<br />

The more the financial world<br />

changes, the more <strong>Seaway</strong> should<br />

stay the same. Why? Because <strong>Seaway</strong>’s<br />

values <strong>and</strong> commitment are so<br />

fundamental, they transcend time<br />

<strong>and</strong> keep us financially strong. Even<br />

in the midst of 2007’s sub prime<br />

meltdown, we stayed true to our<br />

mission. We balanced the pursuit<br />

of profitability with a keen sense of<br />

responsibility. We view every loan<br />

we make as a long-term investment<br />

in the community we serve.<br />

Opportunities to make fast money<br />

may be lost, but the interests of our<br />

customers <strong>and</strong> our relationship with<br />

them are protected.<br />

In 2007, <strong>Seaway</strong> received a grant<br />

from the Community Development<br />

Financial Institution (CDFI) for<br />

providing affordable housing<br />

mortgages, affordable housing<br />

development, <strong>and</strong> small business<br />

<strong>and</strong> commercial real estate to<br />

underserved areas in Illinois <strong>and</strong><br />

Indiana. CDFI funds exist to build<br />

healthy communities by helping low<br />

income families create wealth, <strong>and</strong><br />

<strong>Seaway</strong> is helping to lead the way.<br />

This award validates our<br />

underst<strong>and</strong>ing of the link between<br />

financial strength <strong>and</strong> social re-<br />

sponsibility. The award also<br />

acknowledges <strong>Seaway</strong>’s highly<br />

regarded track record of community<br />

involvement.<br />

<strong>Seaway</strong>’s strength is reflected in<br />

the communities it serves, as well.<br />

Since the bank’s founding, the economic<br />

strides made in the Chatham<br />

community are nothing short of<br />

remarkable. Homeownership has<br />

increased dramatically. Property<br />

values have risen steadily. National<br />

We view every loan we make<br />

as a long-term investment in the<br />

community we serve.<br />

retailers see this as a viable<br />

community, <strong>and</strong> so many have<br />

opened their stores here. To be<br />

sure, the rising tide of <strong>Seaway</strong>’s<br />

success has lifted the fortunes of<br />

the entire community. Chatham’s<br />

growth is a testament to the<br />

bank’s distinctive business model.<br />

It’s also one of our proudest<br />

accomplishments, <strong>and</strong> we<br />

celebrate this fact.<br />

<strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report | 3


<strong>Seaway</strong> Bancshares, Inc. 2 0 0 7 A n n u a l R e p o r t<br />

Celebrating<br />

Our New Facilities<br />

The new Rosel<strong>and</strong><br />

branch facility (left).<br />

Walter E. Grady,<br />

President <strong>and</strong> CEO,<br />

<strong>and</strong> Claudette Harris,<br />

AVP/Marketing Officer,<br />

On May 18, 2007, <strong>Seaway</strong><br />

celebrated the gr<strong>and</strong> opening<br />

of its new facility at 11116 South<br />

Michigan Avenue in Chicago. This<br />

new, state-of-the-art building is a<br />

symbol of <strong>Seaway</strong>’s genuine commitment<br />

to the revitalization of the<br />

Rosel<strong>and</strong> community. To mark this<br />

auspicious occasion, Cook County<br />

Board President Todd Stroger sent<br />

a proclamation that designated May<br />

18 as <strong>Seaway</strong> National <strong>Bank</strong> Day in<br />

Cook County.<br />

Also, in 2007 we completed the<br />

remodeling of the first floor of our<br />

home office in Chatham <strong>and</strong> relocated<br />

our loan center in Waukegan<br />

to a larger, higher profile location.<br />

The Chatham project represents<br />

our continued efforts to improve<br />

the quality of service we provide<br />

from our home office.<br />

Gr<strong>and</strong> openings were just one story<br />

in a year that was filled with noteworthy<br />

news. <strong>Seaway</strong> introduced a<br />

number of financial products <strong>and</strong><br />

services in 2007—our Platinum<br />

Money Market Account, our free<br />

student checking program, <strong>and</strong> a<br />

short-term money market product.<br />

At the same time, we made it easier<br />

than ever for <strong>Seaway</strong> customers to<br />

access their money by joining the<br />

AllPoint/STARsf Network, one of<br />

the country’s leading PIN-secured<br />

debit networks.<br />

at the May 18 ribboncutting<br />

celebration<br />

(above).<br />

This new, state-of-the-art<br />

building is a symbol of<br />

<strong>Seaway</strong>’s genuine<br />

commitment to the<br />

revitalization of<br />

the Rosel<strong>and</strong> community.<br />

4 | <strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report


<strong>Seaway</strong> has always worked hard to<br />

reinforce its culture of commitment.<br />

This culture enables us to<br />

make a difference to the people<br />

we serve. It also helps us to retain<br />

employees who value working for<br />

an institution that is committed to<br />

giving back. To demonstrate our<br />

appreciation for their length of service,<br />

<strong>Seaway</strong> hosted a Red Carpet<br />

Luncheon in November to honor 38<br />

bank employees who have worked at<br />

the bank for more than 15 years!<br />

The key to our culture of commitment<br />

is our independence. Of<br />

course, we’re in this business to<br />

make a profit. However, we strongly<br />

subscribe to the idea of “doing well<br />

by doing good.” This approach allows<br />

us to invest in groundbreaking<br />

programs like our 1% Down Mortgage<br />

<strong>and</strong> the <strong>Seaway</strong> Community<br />

Development Corporation. We’re<br />

also motivated to support local<br />

social services operations.<br />

Our young adults are one of the<br />

largest groups that has benefited<br />

from <strong>Seaway</strong>’s commitment through<br />

the years. <strong>Seaway</strong> has always had a<br />

special affinity for youth programs.<br />

Our Management Trainee Program,<br />

Celebrating<br />

A Culture of Commitment<br />

We strongly subscribe to the idea of<br />

“doing well by doing good.”<br />

Board of Education Work-Study<br />

<strong>and</strong> Intern Programs, <strong>and</strong> our <strong>Bank</strong>at-School<br />

Program are shining examples<br />

of initiatives we’ve launched<br />

on behalf of community youth. We<br />

look forward to continuing this<br />

proud tradition in the future.<br />

When it comes to corporate responsibility<br />

<strong>and</strong> community stewardship,<br />

we are an undeniable leader. Larger<br />

banks may have more resources, but<br />

<strong>Seaway</strong> has no equal when it comes<br />

to delivering quality care.<br />

Arlene Williams, Executive<br />

Vice President/Lending<br />

(left), demonstrates<br />

<strong>Seaway</strong>’s culture of<br />

commitment by protecting<br />

the interests <strong>and</strong> relationships<br />

with customers.<br />

<strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report | 5


<strong>Seaway</strong> Bancshares, Inc. 2 0 0 7 A n n u a l R e p o r t<br />

Celebrating<br />

35 Years at <strong>Seaway</strong><br />

Gail L. Bahar, Vice<br />

President/Human<br />

Resources, presents<br />

Mr. Grady with a plaque<br />

commemorating 35<br />

years of service.<br />

In October of 2007, Walter E. Grady,<br />

6 | <strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report<br />

President <strong>and</strong> Chief Executive Officer,<br />

celebrated his 35th year at <strong>Seaway</strong><br />

<strong>Bank</strong>. In many ways, Mr. Grady<br />

is the face of <strong>Seaway</strong>. His h<strong>and</strong>s-on<br />

style epitomizes the personal touch<br />

that defines <strong>Seaway</strong>’s approach to<br />

customer service. His leadership<br />

acumen has enabled the bank to<br />

enjoy a remarkably consistent rate<br />

of growth. His philosophy “to stay<br />

persistent <strong>and</strong> focused” has been a<br />

guiding principle for his employees.<br />

During Mr. Grady’s tenure, <strong>Seaway</strong><br />

has gone from being a $40 million<br />

bank to a $340 million bank. Today,<br />

<strong>Seaway</strong> is recognized as one of the<br />

largest Black-owned banks in the<br />

country, with 250 employees <strong>and</strong><br />

corporate trust assets exceeding $1<br />

billion. It’s also no small feat for a<br />

community bank in the country’s<br />

third largest metropolis! <strong>Seaway</strong>’s<br />

new state charter status is the latest<br />

chapter in the bank’s impressive<br />

success story.<br />

A number of successful programs<br />

have been launched on Mr. Grady’s<br />

watch. <strong>Seaway</strong>’s 1% Down Mortgage<br />

Program has enabled countless<br />

individuals to achieve the dream of<br />

homeownership. Twelve years ago<br />

<strong>Seaway</strong> looked at the issue of homeownership<br />

<strong>and</strong> realized that the biggest<br />

impediment to buying a home<br />

was the down payment. Under Mr.<br />

Grady’s direction, <strong>Seaway</strong> created a<br />

program to help people overcome<br />

that obstacle, <strong>and</strong> the program has<br />

been a tremendous success.<br />

<strong>Seaway</strong> has also worked hard under<br />

Mr. Grady’s supervision to be on<br />

the leading edge of technology.<br />

As a result, <strong>Seaway</strong> became the<br />

first Black-owned bank to be fully<br />

automated. It also became the first<br />

Black-owned bank to provide its<br />

customers with ATM service.<br />

The list of technological strides<br />

<strong>Seaway</strong> is making under Mr.<br />

Grady continues to grow.<br />

<strong>Seaway</strong>’s founding mission was<br />

to meet the needs of underserved<br />

communities. Mr. Grady<br />

has worked to uphold this<br />

mission, <strong>and</strong> his efforts have<br />

served the bank well. They<br />

have also created a sense of<br />

loyalty among the bank’s staff,<br />

many of whom have worked<br />

here for more than twenty<br />

years, <strong>and</strong> all of whom recognize<br />

Mr. Grady as the driving<br />

force behind <strong>Seaway</strong>’s continued<br />

growth, prosperity <strong>and</strong> commitment.<br />

Increased competition <strong>and</strong> regulations<br />

are making the banking<br />

industry more difficult than ever.<br />

And yet, motivated by past successes,<br />

inspired by its steadfast mission,<br />

Mr. Grady would be the first<br />

to say that <strong>Seaway</strong>’s future remains<br />

brighter than ever.


<strong>Seaway</strong> Bancshares, Inc. <strong>and</strong> Subsidiary<br />

Consolidated Statements of Condition<br />

for the years ended December 31, 2007 <strong>and</strong> 2006<br />

Assets<br />

2007 2006<br />

Cash <strong>and</strong> due from banks $ 9,652,122 $ 9,645,098<br />

Interest Bearing Balances 8,760,715 29,401,080<br />

Total Cash <strong>and</strong> cash equivalents 18,412,837 39,046,178<br />

Securities available-for-sale (Note 3) 132,414,918 130,686,653<br />

Securities held-to-maturity (Note 3) 654,172 660,197<br />

Loans, net of unearned discount (Note 4) 181,246,604 174,421,621<br />

Less-Allowance for possible loan losses (Note 5) (1,840,318) (1,734,781)<br />

Loans, net 179,406,286 172,686,840<br />

Premises <strong>and</strong> equipment, net (Note 6) 4,872,806 4,593,616<br />

Other real estate owned 231,532 70,881<br />

Intangible Assets (Note 18) 300,000 440,338<br />

Other assets (Note 8) 10,441,757 10,406,747<br />

Total Assets $ 346,734,308 $ 358,591,450<br />

Liabilities <strong>and</strong> Stockholders’ Equity<br />

Deposits (Note 7)<br />

Non-interest-bearing deposits $ 46,822,228 $ 70,202,716<br />

Interest-bearing deposits 253,326,079 242,844,840<br />

Total Deposits 300,148,307 313,047,556<br />

Federal funds purchased <strong>and</strong> other borrowed funds 6,125,000 9,048,205<br />

Long-term Debt Subordinated Debentures (Note 9) 6,186,000 6,186,000<br />

Other liabilities (Note 8 <strong>and</strong> 12) 5,167,112 3,832,567<br />

Total Liabilities 317,626,419 332,114,328<br />

Commitments <strong>and</strong> Contingencies (Note 7, 13 <strong>and</strong> 16)<br />

Stockholders’ Equity<br />

Common stock (Note 10) 301,513 301,513<br />

Surplus 3,915,994 3,915,994<br />

Undivided profits (Note 11) 24,875,756 24,530,248<br />

Accumulated Other Comprehensive Income 14,626 (2,270,633)<br />

Total Stockholders’ Equity 29,107,889 26,477,122<br />

Total Liabilities <strong>and</strong> Stockholders’ Equity $ 346,734,308 $ 358,591,450<br />

The accompanying Notes to Financial Statements are an integral part of these statements.<br />

<strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report | 7


<strong>Seaway</strong> Bancshares, Inc. 2 0 0 7 A n n u a l R e p o r t<br />

<strong>Seaway</strong> Bancshares, Inc. <strong>and</strong> Subsidiary<br />

Consolidated Statements of Income<br />

for the years ended December 31, 2007 <strong>and</strong> 2006<br />

Interest Income<br />

2007 2006<br />

Interest <strong>and</strong> fees on loans $ 11,929,081 $ 11,276,782<br />

Interest on investment securities<br />

US Government Obligations <strong>and</strong> Treasury Securities<br />

agency Obligations 5,649,897 5,486,656<br />

mortgage-Backed Securities 410,289 479,139<br />

Obligations of state <strong>and</strong> political subdivisions 65,748 86,204<br />

Other securities 130,814 150,961<br />

Interest on federal funds sold <strong>and</strong> other interest-bearing balances 463,127 643,133<br />

Total Interest Income $ 18,648,956 $ 18,122,875<br />

Interest Expense<br />

Interest on time deposits $100,000 or more 5,385,515 5,364,721<br />

Interest on other deposits 2,241,412 1,658,831<br />

Interest on Long-term Debenture 397,760 384,501<br />

Interest on federal funds purchased <strong>and</strong> other borrowed funds 353,081 359,416<br />

Total Interest Expense 8,377,768 7,767,469<br />

Net interest income 10,271,188 10,355,406<br />

Provision for possible loan losses (Note 5) (80,000) (134,000)<br />

Net interest income after provision for possible loan losses $ 10,191,188 $ 10,221,406<br />

Other Income<br />

Service charges on deposit accounts 3,073,580 2,745,417<br />

Other operating income 5,946,556 5,136,708<br />

Gain on sale of investment securities — 101,651<br />

Total Other Income $ 9,020,136 $ 7,983,776<br />

Other Expenses<br />

Salaries <strong>and</strong> employee benefits (Note 14 <strong>and</strong> 15) 10,052,723 9,666,131<br />

Occupancy expense of <strong>Bank</strong> premises (Note 6) 2,396,680 2,194,550<br />

Other operating expenses 3,999,309 3,899,146<br />

Total Other Expenses 16,448,712 15,759,827<br />

Income before income taxes 2,762,612 2,445,355<br />

Applicable income taxes (Note 8) (5,000) (17,364)<br />

Net Income $ 2,757,612 $ 2,427,991<br />

Net Income Per Share (Note 10) $ 9.15 $ 8.05<br />

The accompanying Notes to Financial Statements are an integral part of these statements.<br />

8 | <strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report


<strong>Seaway</strong> Bancshares, Inc. <strong>and</strong> Subsidiary<br />

Consolidated Statements of Cash Flows<br />

for the years ended December 31, 2007 <strong>and</strong> 2006<br />

Operating Activities<br />

2007 2006<br />

Net Income $ 2,757,612 $ 2,427,991<br />

Adjustments to reconcile net income to net cash<br />

provided from (used by) operating activities:<br />

Provision for loan losses 80,000 134,000<br />

Provision for depreciation <strong>and</strong> amortization 567,843 529,308<br />

Amortization of investment security premiums 42,207 91,002<br />

Accretion of investment security discounts (47,462) (64,222)<br />

Net change in deferred income taxes (6,275) (51,072)<br />

Net decrease (increase) in interest receivable 176,975 (344,615)<br />

Net increase in interest payable 405,385 194,665<br />

Net increase in other assets (71,647) (355,768)<br />

Net increase in other Liabilities 935,435 703,857<br />

Net cash provided from operating activities $ 4,840,073 $ 3,265,146<br />

Investing Activities<br />

Proceeds from sales <strong>and</strong> maturities of investment securities available for sale 15,265,000 25,892,687<br />

Principal collected on investment securities available for sale 3,018,158 3,988,959<br />

Principal collected on investment securities held for maturity 119,957 135,624<br />

Purchases of investment securities available for sale (17,720,909) (12,880,009)<br />

Purchases of investment securities held to maturity (113,932) (225,603)<br />

Net increase in long-term loans (6,799,446) (11,256,092)<br />

Purchases of premises <strong>and</strong> equipment (net) (847,033) (2,156,520)<br />

Net increase in other real estate (160,651) (21,122)<br />

Net cash provided from (used by) investing activities $ (7,238,856) $ 3,477,924<br />

Financing Activities<br />

Net (decrease) increase in non-interest-bearing deposits (23,380,488) 31,173,502<br />

Net increase (decrease) in interest-bearing deposits 10,481,239 (12,574,206)<br />

Net (decrease) in federal funds purchased <strong>and</strong> other borrowed funds (2,923,205) (60,708)<br />

Net increase in Long-Term Debt Subordinated Debentures — 6,186,000<br />

Cash dividends paid (2,412,104) (2,638,239)<br />

Net cash (used by) provided from financing activities (18,234,558) 22,086,349<br />

Net increase (decrease) in Cash <strong>and</strong> Cash Equivalents (20,583,341) 28,829,419<br />

Cash And Cash Equivalents At Beginning of Year 39,046,178 10,216,759<br />

Cash And Cash Equivalents At Year-End $ 18,412,837 $ 39,046,178<br />

Interest Paid $ 8,377,768 $ 7,382,967<br />

Income Taxes Paid $ 5,000 $ 17,364<br />

The accompanying Notes to Financial Statements are an integral part of these statements.<br />

<strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report | 9


<strong>Seaway</strong> Bancshares, Inc. 2 0 0 7 A n n u a l R e p o r t<br />

<strong>Seaway</strong> Bancshares, Inc. <strong>and</strong> Subsidiary<br />

Consolidated Statements of Changes in Stockholders’ Equity<br />

for the years ended December 31, 2007 <strong>and</strong> 2006<br />

Accumulated<br />

Stockholders’<br />

Other<br />

Common undivided Comprehensive TotaL<br />

Stock Surplus Profits Income eQuity<br />

Balance December 31, 2005 $ 301,513 $ 3,915,994 $ 24,740,496 $ (2,798,944) $ 26,159,059<br />

Dividends - $8.75/ Share — — (2,638,239) — (2,638,239)<br />

Retirement of common stock<br />

Comprehensive Income<br />

Net Income — — 2,427,991 — 2,427,991<br />

Other Comprehensive Income<br />

Unrealized Gain on Available<br />

for Sale Securities, Net of Tax — — — 528,311 528,311<br />

Balance December 31, 2006 $ 301,513 $ 3,915,994 24,530,248 (2,270,633) $ 26,477,122<br />

Dividends $8.00/Share — — (2,412,104) — (2,412,104)<br />

Comprehensive Income<br />

Net Income — — 2,757,612 — 2,757,612<br />

Other Comprehensive Income<br />

Unrealized Gain on Available<br />

for Sale Securities, Net of Tax — — — 2,285,259 2,285,259<br />

Balance December 31, 2007 $ 301,513 3,915,994 24,875,756 14,626 29,107,889<br />

The accompanying Notes to Financial Statements are an integral part of these statements.<br />

10 | <strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report


<strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> Trust <strong>Company</strong><br />

Statements of Condition<br />

for the years ended December 31, 2007 <strong>and</strong> 2006<br />

Assets<br />

2007 2006<br />

Cash <strong>and</strong> due from banks $ 9,651,498 $ 9,644,723<br />

Interest Bearing Balances 8,760,715 29,401,080<br />

Total Cash <strong>and</strong> cash equivalents 18,412,213 39,045,803<br />

Securities available for sale (Note 3) 132,414,918 130,686,653<br />

Securities held-to-maturity (Note 3) 654,172 660,197<br />

Loans, net of unearned discount (Note 4) 181,246,604 174,421,621<br />

Less-Allowance for possible loan losses (Note 5) (1,840,318) (1,734,781)<br />

Loans, net 179,406,286 172,686,840<br />

Premises <strong>and</strong> equipment, net (Note 6) 5,014,663 4,735,473<br />

Other real estate owned 231,532 70,881<br />

Intangible assets (Note 18) 300,000 440,338<br />

Other assets (Note 8) 10,226,931 10,220,947<br />

Total Assets $ 346,660,715 $ 358,547,132<br />

Liabilities <strong>and</strong> Stockholders’ Equity<br />

Deposits (Note 7)<br />

Non-interest-bearing deposits $ 47,707,690 $ 70,992,143<br />

Interest-bearing deposits 253,326,079 242,844,840<br />

Total Deposits 301,033,769 313,836,983<br />

Federal funds purchased <strong>and</strong> other borrowed funds 6,125,000 9,048,205<br />

Other liabilities (Note 8) 4,313,960 3,162,602<br />

Total Liabilities 311,472,729 326,047,790<br />

Commitments & Contingencies (Note 7 <strong>and</strong> 16)<br />

Stockholders’ Equity<br />

Common stock (Note 10) 851,010 851,010<br />

Surplus 7,053,958 7,053,958<br />

Undivided profits (Note 10) 27,268,394 26,865,007<br />

Accumulated other comprehensive income 14,624 (2,270,633)<br />

Total Stockholders’ Equity 35,187,986 32,499,342<br />

Total Liabilities <strong>and</strong> Stockholders’ Equity $ 346,660,715 $ 358,547,132<br />

The accompanying Notes to Financial Statements are an integral part of these statements.<br />

<strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report | 11


<strong>Seaway</strong> Bancshares, Inc. 2 0 0 7 A n n u a l R e p o r t<br />

<strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> Trust <strong>Company</strong><br />

Statements of Income<br />

for the years ended December 31, 2007 <strong>and</strong> 2006<br />

Interest Income<br />

2007 2006<br />

Interest <strong>and</strong> fees on loans $ 11,929,081 $ 11,276,782<br />

Interest on investment securities<br />

United States Government Obligations:<br />

US Government <strong>and</strong> Treasuries 5,649,897 5,486,656<br />

mortgage-Backed Securities 410,289 479,139<br />

Obligations of state <strong>and</strong> political subdivisions 65,748 86,204<br />

Other securities 118,854 139,898<br />

Interest on federal funds sold <strong>and</strong> on other interest-bearing balances 463,127 643,133<br />

Total Interest Income $ 18,636,996 $ 18,111,812<br />

Interest Expense<br />

Interest on time deposits $100,000 or more 5,385,515 5,364,721<br />

Interest on other deposits 2,241,412 1,658,831<br />

Interest on federal funds purchased <strong>and</strong> other borrowed funds 353,081 359,416<br />

Total Interest Expense 7,980,008 7,382,968<br />

Net interest income 10,656,988 10,728,844<br />

Provision for possible loan losses (Note 5) (80,000) (134,000)<br />

Net interest income after provision for possible loan losses $ 10,576,988 $ 10,594,844<br />

Other Income<br />

Service charges on deposit accounts 3,073,580 2,745,417<br />

Other operating income 5,946,556 5,136,708<br />

Gain on sale of investment securities — 101,651<br />

Total Other Income $ 9,020,136 $ 7,983,776<br />

Other Expenses<br />

Salaries <strong>and</strong> employee benefits (Notes 14 <strong>and</strong> 15) 10,052,723 9,666,131<br />

Occupancy expense of <strong>Bank</strong> premises (Note 6) 2,396,680 2,194,300<br />

Other operating expenses 3,941,190 3,849,994<br />

Total Other Expenses 16,390,593 15,710,425<br />

Income before income taxes 3,206,531 2,868,195<br />

Applicable income taxes (Note 8) (5,000) (17,364)<br />

Net Income $ 3,201,531 $ 2,850,831<br />

Net Income Per Share (Note 9) $ 37.62 $ 33.50<br />

The accompanying Notes to Financial Statements are an integral part of these statements.<br />

12 | <strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report


<strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> Trust <strong>Company</strong><br />

Statements of Cash Flows<br />

for the years ended December 31, 2007 <strong>and</strong> 2006<br />

Operating Activities<br />

2007 2006<br />

Net Income $ 3,201,531 $ 2,850,831<br />

Adjustments to reconcile net income to net cash<br />

provided from (used by) operating activities:<br />

Provision for loan losses 80,000 134,000<br />

Provision for depreciation <strong>and</strong> amortization 567,843 529,308<br />

Amortization of investment security premiums 42,207 91,002<br />

Accretion of investment security discounts (47,462) (64,222)<br />

Net change in deferred income taxes (6,275) (51,072)<br />

Net decrease (increase) in interest receivable 176,975 (344,615)<br />

Net increase in interest payable 405,385 194,665<br />

Net increase in other assets (43,096) (355,768)<br />

Net increase in other liabilities 754,577 267,991<br />

Net cash provided from operating activities $ 5,131,685 $ 3,252,120<br />

Investing Activities<br />

Proceeds from sales <strong>and</strong> maturities of investment securities available for sale 15,265,000 25,892,687<br />

Principal collected on investment securities available for sale 3,018,158 3,988,959<br />

Principal collected on investment securities held for maturity 119,957 135,624<br />

Purchases of investment securities available for sale (17,720,909) (12,880,201)<br />

Purchases of investment securities held to maturity (113,932) (225,603)<br />

Net increase in long-term loans (6,799,446) (11,256,092)<br />

Purchases of premises <strong>and</strong> equipment (net) (847,033) (2,156,520)<br />

Net increase in other real estate (160,651) (21,122)<br />

Net cash (used by) investing activities $ (7,238,856) $ 3,477,732<br />

Financing Activities<br />

Net (decrease) increase in non-interest-bearing deposits (23,284,453) 31,332,008<br />

Net increase (decrease) in interest-bearing deposits 10,481,239 (12,574,206)<br />

Net decrease in federal funds purchased <strong>and</strong> other borrowed funds (2,923,205) (60,708)<br />

Net increase in shareholder contribution — 6,000,000<br />

Cash Dividends paid (2,800,000) (2,597,179)<br />

Net cash (used by) provided from financing activities (18,526,419) 22,099,915<br />

Net (decrease) increase in Cash <strong>and</strong> Cash Equivalents (20,583,590) 28,829,767<br />

Cash And Cash Equivalents At Beginning of Year 39,045,803 10,216,036<br />

Cash And Cash Equivalents At Year-End $ 18,412,213 $ 39,045,803<br />

Interest Paid $ 7,980,008 $ 7,382,967<br />

The accompanying Notes to Financial Statements are an integral part of these statements.<br />

<strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report | 13


<strong>Seaway</strong> Bancshares, Inc. 2 0 0 7 A n n u a l R e p o r t<br />

<strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> Trust <strong>Company</strong><br />

Statements of Changes in Stockholders’ Equity<br />

for the years ended December 31, 2007 <strong>and</strong> 2006<br />

Accumulated<br />

Stockholders’<br />

Other<br />

Common undivided Comprehensive Total<br />

Stock Surplus Profits Income eQuity<br />

Balance December 31, 2005 $ 851,010 1,053,958 26,611,355 (2,798,944) $ 25,717,379<br />

Dividends - $30.52/Share — — (2,597,179) — (2,597,179)<br />

Investment by Parent 6,000,000 6,000,000<br />

Comprehensive Income<br />

Net Income — — 2,850,831 — 2,850,831<br />

Other Comprehensive Income<br />

Unrealized Gain on Available<br />

for Sale Securities, Net of Tax — — — 528,311 528,311<br />

Balance December 31, 2006 $ 851,010 7,053,958 26,865,007 (2,270,633) $ 32,499,342<br />

Dividends - $32.90 /Share — — (2,800,000) — (2,800,000)<br />

Comprehensive Income<br />

Net Income — — 3,201,531 — 3,201,531<br />

Other Comprehensive Income<br />

Unrealized Gain on Available<br />

for Sale Securities, Net of Tax — — — 2,285,259 2,285,259<br />

Balance December 31, 2007 $ 851,010 7,053,958 27,266,538 14,626 $ 35,186,132<br />

The accompanying Notes to Financial Statements are an integral part of these statements.<br />

14 | <strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report


Notes to Financial Statements<br />

for the years ended December 31, 2007 <strong>and</strong> 2006<br />

Note 1 - Summary of Significant Accounting <strong>and</strong> Reporting Policies<br />

The financial reporting <strong>and</strong> accounting policies of <strong>Seaway</strong> Bancshares, Inc. (the “Corporation”)<br />

<strong>and</strong> its subsidiary, <strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> Trust <strong>Company</strong> (the “<strong>Bank</strong>”), conform to<br />

accounting principles generally accepted in the United States <strong>and</strong> to general practices<br />

within the banking industry. The following is a summary of the significant accounting<br />

policies.<br />

Nature of Operations<br />

<strong>Seaway</strong> Bancshares, Inc. is a bank holding company whose principal activity is the ownership<br />

<strong>and</strong> management of its wholly-owned subsidiary <strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> Trust <strong>Company</strong>.<br />

The <strong>Bank</strong> generates commercial, mortgage <strong>and</strong> consumer loans <strong>and</strong> receives deposits<br />

from customers located primarily in Chicago, Illinois <strong>and</strong> the surrounding area. On<br />

December 30, 2007, the Illinois Department of Financial <strong>and</strong> Professional Regulation<br />

(IDFPR) approved the conversion of <strong>Seaway</strong> National <strong>Bank</strong> of Chicago to a bank<br />

chartered by the State of Illinois. IDFPR issued a charter to the converting bank under<br />

the name of <strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> Trust <strong>Company</strong>. The <strong>Bank</strong> is subject to regulation by the<br />

Federal Deposit Insurance Corporation.<br />

Principles of Consolidation<br />

The accompanying consolidated financial statements include the accounts of the Corporation<br />

<strong>and</strong> the <strong>Bank</strong>. All intercompany accounts <strong>and</strong> transactions have been eliminated in<br />

the consolidated financial statements.<br />

In accordance with Financial Accounting St<strong>and</strong>ards Board Interpretation No. 46,<br />

(R), “Consolidation of Variable Interest Entities” [“FIN 46 (R)”], The accompanying<br />

consolidated financial statements do not include the accounts of a wholly-owned<br />

financed subsidiary (the “Trust”). The Trust was formed for the sole purpose of issuing<br />

Trust Preferred securities <strong>and</strong>, in turn, purchasing subordinated debentures from the<br />

Corporation.<br />

Under the provisions of FIN 46 (R), the Trust is considered a “Variable Interest Entity”<br />

(“VIE”), which can only be consolidated if the Corporation is subject to a majority<br />

of the risk of loss from the VIE activity or is entitled to receive a majority of the entity’s<br />

residual returns. The design of the Trust, which is very common in the banking industry,<br />

is such that the Corporation is neither subject to the majority of risk of loss nor entitled<br />

to receive the majority of any residual returns. As a result, the Trust is not consolidated.<br />

The Corporation does, however, report the subordinated debentures sold to the<br />

Trust as a liability in the Consolidated Balance Sheets <strong>and</strong> associated interest expense in<br />

the Consolidated Statements of Income.<br />

Use of Estimates<br />

The preparation of financial statements in conformity with generally accepted accounting<br />

principles requires management to make estimates <strong>and</strong> assumptions that affect the<br />

reported amounts of assets <strong>and</strong> liabilities <strong>and</strong> disclosure of contingent assets <strong>and</strong> liabilities<br />

at the date of the financial statements <strong>and</strong> the reported amounts of revenue <strong>and</strong><br />

expenses during the reporting period. Actual results could differ from those estimates.<br />

Investment Securities<br />

Investment Securities are classified as follows:<br />

Classification<br />

Accounting Treatment<br />

Held-to-Maturity<br />

Carried at Amortized Cost<br />

Trading Securities<br />

Carried at fair value with unrealized holding gains<br />

<strong>and</strong> losses included in earnings.<br />

Available-For-Sale<br />

Carried at fair value with unrealized holding gains<br />

<strong>and</strong> losses excluded from earnings, <strong>and</strong> reported as<br />

a separate component of Shareholders’ equity, net<br />

of tax, as accumulated other comprehensive income<br />

The decision to purchase securities is based on a current assessment of expected<br />

economic conditions including the interest rate environment. The determination to sell<br />

such securities is based on management’s assessment of changes in economic or financial<br />

market conditions, interest rate risk <strong>and</strong> balance sheet <strong>and</strong> liquidity positions. The<br />

adjusted cost of the specific security sold is the basis for determining gains <strong>and</strong> losses.<br />

Loans<br />

The Corporation’s loan portfolio includes residential <strong>and</strong> commercial mortgages,<br />

commercial <strong>and</strong> consumer loan products. Loans are stated at unpaid principal balances,<br />

less the allowance for loan losses <strong>and</strong> net deferred loan fees <strong>and</strong> unearned discounts.<br />

Unearned discount is recognized as income over the terms of the loan by the sum-of-themonth<br />

digit method, the result of which is not materially different from that obtained<br />

by using the interest method. Interest on other loans is reported on the accrual basis<br />

throughout the terms of the loans.<br />

Loans are placed on a non-accrual (cash) basis for recognition of interest income<br />

when interest earned in excess of ninety days is delinquent or principal is delinquent in<br />

excess of ninety days <strong>and</strong> the loan is either not well collateralized or is in the process of<br />

collection. The non-recognition of interest does not constitute forgiveness of the interest.<br />

Allowance for Loan Losses<br />

The allowance for loan losses is maintained at a level that, in management’s judgment,<br />

is adequate to provide for estimated probable losses from loans. The amount of the allowance<br />

is based on management’s formal review <strong>and</strong> analysis of potential losses, as well<br />

as prevailing economic conditions. The allowance is increased by provisions for losses,<br />

which are charged to earnings <strong>and</strong> reduced by charge-offs, net of recoveries.<br />

The allowance consists of specific, general, <strong>and</strong> unallocated components. The specific<br />

component relates to loans that are classified as doubtful, subst<strong>and</strong>ard, or special<br />

mention. For such loans that are also classified as impaired, an allowance is established<br />

when the discounted cash flows (or collateral value or observable market price) of the<br />

impaired loan is lower than the carrying value of that loan. The general component covers<br />

non-classified loans <strong>and</strong> is based on historical loss experience adjusted for qualitative<br />

factors. An unallocated component is maintained to cover uncertainties that could affect<br />

management’s estimate of probable losses.<br />

While management uses available information to recognize losses on loans, further<br />

reduction in the carrying amounts of loans may be necessary based on changes in local<br />

economic conditions. It is reasonably possible that the estimated losses on loans may<br />

change materially in the near term. However, the amount of the change that is reasonably<br />

possible cannot be estimated.<br />

Impairment of Loans<br />

Loans are considered impaired when it is probable that the total amount due, including<br />

accrued interest, will not be collected according to the contracted terms <strong>and</strong> schedules<br />

of the Loan Agreement. Income related to impaired loans is recognized when earned,<br />

unless the loan has also been placed on a non-accrual (cash) basis, for the recognition of<br />

interest income.<br />

Fees Related to Lending Activities<br />

Loan origination fees <strong>and</strong> direct loan origination costs that are incurred on a specific<br />

loan are offset against each other <strong>and</strong> the net amount is deferred <strong>and</strong> recognized over<br />

the life of the loan as an adjustment of the loans’ yield. Commitment fees <strong>and</strong> direct loan<br />

origination costs that are incurred to make a commitment to originate a specific loan<br />

shall be offset against each other <strong>and</strong> only the net amount is deferred <strong>and</strong> recognized<br />

over the life of the loan as an adjustment of the loans’ yield.<br />

Premises <strong>and</strong> equipment<br />

Premises <strong>and</strong> equipment are stated at cost less accumulated depreciation. Depreciation<br />

is computed on the straight-line method over the estimated useful lives of the related<br />

assets, ranging from 3 to 40 years.<br />

Income Taxes<br />

Prior to 2001 the Corporation filed a consolidated Federal Income Tax return with<br />

<strong>Seaway</strong> National <strong>Bank</strong> (the “<strong>Bank</strong>”). Amounts provided for income taxes were based on<br />

income reported for financial statement purposes. Provisions for deferred income taxes<br />

were made as a result of timing differences between the period in which certain income<br />

<strong>and</strong> expenses are recognized for financial reporting purposes <strong>and</strong> the period in which<br />

they affect taxable income. The principal items causing these timing differences were<br />

the provision for possible loan losses <strong>and</strong> depreciation. Effective January 1, 2001, the<br />

Corporation <strong>and</strong> the <strong>Bank</strong> jointly elected to be treated as an S Corporation for federal<br />

income tax purposes. As an S Corporation, both the Corporation <strong>and</strong> the <strong>Bank</strong> are liable<br />

for federal corporate level income taxes on certain “built-in gains” existing at December<br />

31, 2000, which are recognized after that date <strong>and</strong> any applicable state corporate level<br />

income taxes, (including the Illinois Replacement Tax). As a further consequence of the<br />

S Corporation election, both the Corporation <strong>and</strong> the <strong>Bank</strong> were required to revalue<br />

deferred tax assets <strong>and</strong> liabilities at the lower statutory tax rates applicable to S Corporations.<br />

In June 2006, the Financial Accounting St<strong>and</strong>ards Board (“FASB”) issued FASB<br />

Interpretation No. 48, “Accounting for Uncertainty in Income Taxes -an interpretation<br />

of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold <strong>and</strong><br />

measurement process for recording in the financial statements uncertain tax positions<br />

taken or expected to be taken in a tax return in accordance with SFAS No. 109 “Accounting<br />

for Income Taxes.” Tax positions must meet a more-likely-than-not recognition<br />

threshold at the effective date to be recognized upon the adoption of FIN 48 <strong>and</strong> in<br />

subsequent periods. The accounting provision of FIN 48 was effective for the <strong>Company</strong><br />

beginning January 1, 2007. The impact of adoption on the <strong>Bank</strong>’s financial position <strong>and</strong><br />

results of its operations was not material.<br />

Earnings Per Share<br />

Earnings per share is computed by dividing income by the weighted average number of<br />

shares outst<strong>and</strong>ing during the period.<br />

Cash Flow Reporting<br />

The Corporation uses the indirect method to report cash flows from operating activities.<br />

Under this method, net income is adjusted to reconcile to net cash flow from operating<br />

activities. Net reporting cash transactions is used when the balance sheet items consist<br />

predominantly of maturities of three months or less, or where otherwise permitted. Other<br />

items are reported gross. Cash <strong>and</strong> cash equivalents consist of cash <strong>and</strong> due from banks.<br />

<strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report | 15


<strong>Seaway</strong> Bancshares, Inc. 2 0 0 7 A n n u a l R e p o r t<br />

Derivatives<br />

The Financial Accounting St<strong>and</strong>ard Board (FASB) Statement No. 133, Accounting for<br />

Derivative Instruments <strong>and</strong> Hedging Activities, as amended, established accounting <strong>and</strong><br />

reporting st<strong>and</strong>ards for derivatives. These st<strong>and</strong>ards require that all derivatives be recognized<br />

at their fair value as either assets or liabilities on the balance sheet <strong>and</strong> specify the<br />

accounting for changes in fair value depending upon the intended use of the derivative.<br />

FAS No. 133, as amended, in the year 2001. The Corporation’s utilization of derivative instruments<br />

for trading or non-trading is minimal, <strong>and</strong> the provisions of these st<strong>and</strong>ards are<br />

not applied because the impact on the Corporation’s financial statements is not material.<br />

Goodwill<br />

The Corporation adopted FAS 142 effective January 1, 2002. The Corporation periodically<br />

evaluates goodwill for impairment by comparing the carrying value to implied fair value.<br />

The fair value is determined using a reasonable estimate of future cash flows from the<br />

operations <strong>and</strong> a risk adjusted discount rate to compute a net present value of future cash<br />

flows. Information pertaining to the accounting for goodwill is presented in Note 18.<br />

Note 2 - Fair Value of Financial Instruments<br />

The following methods <strong>and</strong> assumptions were used to estimate the fair value of each<br />

class of financial instruments for which it is practicable to estimate such value:<br />

Cash <strong>and</strong> short-term investments<br />

For those short-term instruments, the carrying amount is a reasonable estimate of fair<br />

value.<br />

Investment securities<br />

Fair value equals the quoted market price, if available. If a quoted market price is not<br />

available, fair value is estimated using quoted market prices for similar investment<br />

securities.<br />

Loans<br />

The fair value is estimated by discounting future cash flows using the appropriate rate<br />

from the treasury yield curve, adjusted for credit risk <strong>and</strong> allocated expense.<br />

Deposit liabilities <strong>and</strong> short-term borrowings<br />

The fair value of dem<strong>and</strong> deposits, savings accounts, NOW <strong>and</strong> money market deposits<br />

is the amount payable on dem<strong>and</strong> at the reporting date. The fair value of fixed maturity<br />

certificates of deposit is estimated by discounting future cash flows using the appropriate<br />

rate from the treasury yield curve adjusted for allocated expense. For short-term<br />

borrowings the carrying amount is a reasonable estimate of fair value.<br />

Long-term debt <strong>and</strong> securities sold not owned<br />

The fair value of long-term debt <strong>and</strong> securities sold not owned are estimated by discounting<br />

future cash flows using an appropriate rate from the treasury yield curve adjusted for<br />

allocated expenses.<br />

Core Deposit Intangibles<br />

The fair value of core deposit intangibles is the present value of the projected cash<br />

flow of core deposits discounted at the appropriate rate from the treasury yield curve<br />

adjusted for allocated expenses <strong>and</strong> service charge income.<br />

December 31, 2007: cOnsolidated <strong>Bank</strong> Only<br />

estimated Fair Value approximate Carrying Value estimated Fair Value Approximate Carrying Value<br />

Financial Assets:<br />

Cash <strong>and</strong> Short-term Investments $ 18,463,000 $ 18,463,000 $ 18,462,000 $ 18,462,000<br />

Investment Securities 131,951,000 131,951,000 131,951,000 131,951,000<br />

Loans 177,571,000 181,246,000 177,571,000 181,246,000<br />

Unallocated Reserves for loan losses — (1,840,000) — (1,840,000)<br />

Loans, Net 177,571,000 179,406,000 177,571,000 179,406,000<br />

Total Financial Assets $ 327,985,000 $ 329,820,000 $ 327,984,000 $ 329,819,000<br />

Financial Liabilities<br />

Deposits 300,148,000 300,148,000 301,034,000 301,034,000<br />

Short-Term Borrowings 1,125,000 1,125,000 1,125,000 1,125,000<br />

Long-Term Debt 10,660,000 11,186,000 5,597,000 5,000,000<br />

Total Financial Liabilities 311,933,000 312,459,000 307,756,000 307,159,000<br />

Core Deposit Intangibles 12,631,000 0 12,691,000 0<br />

Fixed Assets <strong>and</strong> Net Other Assets <strong>and</strong> Liabilities 11,747,000 11,747,000 12,528,000 12,528,000<br />

Net Total Asset Value $ 40,430,000 $ 29,108,000 $ 45,447,000 $ 35,188,000<br />

December 31, 2006: cOnsolidated <strong>Bank</strong> Only<br />

estimated Fair Value approximate Carrying Value estimated Fair Value Approximate Carrying Value<br />

Financial Assets:<br />

Cash <strong>and</strong> Short-term Investments $ 39,046,000 $ 39,046,000 $ 39,046,000 $ 39,046,000<br />

Investment Securities 131,346,000 131,346,000 131,346,000 131,346,000<br />

Loans 169,138,000 174,422,000 169,138,000 174,422,000<br />

Unallocated Reserves for loan losses — (1,735,000) — (1,735,000)<br />

Loan, Net 169,138,000 172,687,000 169,138,000 172,687,000<br />

Total Financial Assets $ 339,530,000 $ 343,079,000 $ 339,530,000 $ 343,079,000<br />

Financial Liabilities<br />

Deposits 313,047,000 313,047,000 313,837,000 313,837,000<br />

Short-Term Borrowings 48,000 48,000 48,000 48,000<br />

Long-Term Debt 15,089,000 15,186,000 9,050,000 9,000,000<br />

Total Financial Liabilities 328,184,000 328,281,000 322,935,000 322,885,000<br />

Core Deposit Intangibles 19,513,000 0 19,612,000 0<br />

Fixed Assets <strong>and</strong> Net Other Assets <strong>and</strong> Liabilities 11,679,000 11,679,000 12,305,000 12,305,000<br />

Net Total Asset Value $ 42,538,000 $ 26,477,000 $ 48,512,000 $ 32,499,000<br />

16 | <strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report


Note 3 - Investment Securities<br />

The following is a summary of investment securities classified as available-for-sale, at December 31, 2007:<br />

amortized Cost Gross Unrealized Gross Unrealized F fair Value<br />

holding Gains H holding Losses<br />

Equity Securities $ 1,068,453 179,091 — $ 1,247,544<br />

United States Government Agencies 118,076,148 107,681 — 118,183,829<br />

Obligations of State <strong>and</strong> Political Subdivisions 914,853 26,536 — 941,389<br />

Mortgage-Backed Securities 11,110,933 — 124,067 10,986,866<br />

Other Investment Securities 1,150,000 — 94,710 1,055,290<br />

Total $ 132,320,387 313,308 218,777 $ 132,414,918<br />

The following is a summary of Investment securities classified as held-to-maturity, at December 31, 2007:<br />

amortized Cost Gross Unrealized Gross Unrealized F fair Value<br />

holding Gains H holding Losses<br />

Other Investment Securities $ 654,172 — — $ 654,172<br />

Total $ 654,172 — — $ 654,172<br />

At December 31, 2007, investments in debt securities with a fixed maturity, classified as available-for-sale, are scheduled to mature as follows: (based on amortized cost:)<br />

maturity<br />

Within One Year one Through Five Years five Through Ten Years A after Ten Years<br />

United States Government Agencies $ 6,999,591 31,164,469 43,687,968 $ 36,224,120<br />

Obligations of State <strong>and</strong> Political Subdivisions 190,000 724,853 — —<br />

Mortgage-Backed Securities 220,088 7,363,892 3,275,171 251,782<br />

Other Investment Securities 50,000 1,000,000 50,000 50,000<br />

Total $ 7,459,679 40,253,214 47,013,139 $ 36,525,902<br />

At December 31, 2007, investments in debt securities classified as held-to-maturity, are scheduled to mature as follows:<br />

maturity<br />

Within One Year one Through Five Years five Through Ten Years A after Ten Years<br />

Other Investment Securities $ — 14,251 35,980 $ 603,941<br />

Total $ — 14,251 35,980 $ 603,941<br />

The following is a summary of investment securities classified as available for sale, at December 31, 2006:<br />

amortized Cost Gross Unrealized Gross Unrealized F fair Value<br />

holding Gains H holding Losses<br />

Equity Securities $ 1,328,851 433,898 — $ 1,762,749<br />

United States Government Agencies 116,990,058 — 2,420,549 114,569,509<br />

Obligations of State <strong>and</strong> Political Subdivisions 1,276,053 44,464 1,320,517<br />

Mortgage-Backed Securities 12,126,145 — 192,957 11,933,188<br />

Other Investment Securities 1,150,000 — 49,310 1,100,690<br />

Total $ 132,871,107 478,362 2,662,816 $ 130,686,653<br />

The following is a summary of investment securities classified as held-to-maturity, as of December 31, 2006:<br />

amortized Cost Gross Unrealized Gross Unrealized F fair Value<br />

holding Gains H holding Losses<br />

Other Investment Securities $ 660,197 — — $ 660,197<br />

Total $ 660,197 — — $ 660,197<br />

At December 31, 2006, investments in debt securities with a fixed maturity, classified as available-for-sale, are scheduled to mature as follows: (based on amortized cost)<br />

maturity<br />

Within One Year one Through Five Years five Through Ten Years A after Ten Years<br />

United States Government Agencies $ 1,000,000 39,149,118 50,269,877 $ 26,571,063<br />

Obligations of State <strong>and</strong> Political Subdivisions 365,000 911,053 — —<br />

Mortgage-Backed Securities 197,553 7,565,323 2,867,733 1,495,536<br />

Other investment Securities — 1,100,000 50,000 $ —<br />

Total $ 1,562,553 $ 48,725,494 $ 53,187,610 $ 28,066,599<br />

At December 31, 2006, investments in debt securities classified as held-to-maturity, are scheduled to mature as follows:<br />

maturity<br />

Within One Year one Through Five Years five Through Ten Years A after Ten Years<br />

Other Investment Securities $ — 18,875 50,713 $ 590,609<br />

Total $ — 18,875 50,713 $ 590,609<br />

<strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report | 17


<strong>Seaway</strong> Bancshares, Inc. 2 0 0 7 A n n u a l R e p o r t<br />

During 2007, sales proceeds <strong>and</strong> gross realized gains <strong>and</strong> losses on investment securities classified as available-for-sale <strong>and</strong> held to maturity were:<br />

available for Sale<br />

held to Maturity<br />

Sales Proceeds $ 15,265,000 $ —<br />

Gross Realized (Losses) — —<br />

Realized Gains $ — $ —<br />

During 2006, sales proceeds <strong>and</strong> gross realized gains <strong>and</strong> losses on investment securities classified as available-for-sale <strong>and</strong> held to maturity were:<br />

available for Sale<br />

held to Maturity<br />

Sales Proceeds $ 25,892,687 $ —<br />

Gross Realized (Losses) — —<br />

Realized Gains $ 101,651 $ —<br />

Investment securities carried at approximately $102,986,212 <strong>and</strong> $105,523,978 at December 31, 2007 <strong>and</strong> 2006 respectively, were pledged to secure public deposits <strong>and</strong> for other purposes<br />

required by law.<br />

Note 4 - Loans<br />

Major classifications of loans included in the accompanying Statements of Condition at December 2007 <strong>and</strong> 2006 are as follows:<br />

2007 2006<br />

Consumer Loans $4,130,092 $4,528,892<br />

Commercial <strong>and</strong> Industrial Loans 22,555,480 24,229,351<br />

Real Estate Loans 125,209,853 126,037,111<br />

Real Estate Construction Loans 29,351,302 19,626,741<br />

Gross Loans 181,246,727 174,422,095<br />

Less-Unearned Discount (123) (474)<br />

Loans, Net of Unearned Discount $181,246,604 $174,421,621<br />

At December 31, 2007 <strong>and</strong> 2006, loans aggregating $2,144,347 <strong>and</strong> $4,143,519 respectively, were outst<strong>and</strong>ing to Officers, Directors <strong>and</strong> principal shareholders of the <strong>Bank</strong> or to corporations<br />

in which such officers or directors had a beneficial interest. These loans were all made with substantially the same interest rates <strong>and</strong> collateral requirements as comparable loans to<br />

non-related borrowers. During 2007, <strong>and</strong> 2006, new loans to such related parties amounted to $65,482 <strong>and</strong> $681,035 respectively. Loan repayments during the year amounted to $754,752<br />

<strong>and</strong> $500,420 respectively. Non-accrual loans at December 31, 2007 <strong>and</strong> 2006 approximated $1,868,085 <strong>and</strong> $2,781,173 respectively. The amount of interest income, which would have<br />

been recorded if the loans were on an accrual basis, would have approximated $111,357 during 2007, <strong>and</strong> $242,948 during 2006. Commercial <strong>and</strong> multi-family real estate loans aggregated<br />

approximately $25,000,200 <strong>and</strong> $26,920,143 at December 31, 2007 <strong>and</strong> December 31, 2006 respectively. A majority of these properties are located in the Chicago metropolitan area.<br />

These loans are collateralized by the related properties <strong>and</strong> the loan-to-value ratios generally do not exceed 75 percent.<br />

Note 5 - Allowance for Possible Loan Losses <strong>and</strong> Impaired Loans<br />

As of December 31, 2007 <strong>and</strong> December 31, 2006, the total recorded investment in impaired loans was $2,576,824 <strong>and</strong> $4,278,568, respectively. Of these amounts, in 2007 <strong>and</strong> 2006,<br />

$936,201 <strong>and</strong> $1,534,780 were subject to an allowance for possible loan losses of $72,823 <strong>and</strong> $85,960, respectively. During 2007, the average recorded investment in impaired loans was<br />

$2,939,857 <strong>and</strong> $4,844,238 in 2006. Interest income recognized in 2007 <strong>and</strong> 2006 during the period in which the loans were impaired was $140,588 <strong>and</strong> $152,573. The amount of income<br />

that would have been recorded on a cash basis during 2007 <strong>and</strong> 2006 would have been $154,180 <strong>and</strong> $143,458.<br />

Following is a summary of the activity in the Allowance for Possible Loan Losses:<br />

2007 2006<br />

Balance at Beginning of Year $ 1,734,781 $ 2,131,380<br />

Recoveries credited to the allowance 335,431 43,034<br />

Provision for possible loan losses 80,000 134,000<br />

Loans charged-off (309,894) (573,633)<br />

Balance at End of Year $ 1,840,318 $ 1,734,781<br />

18 | <strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report


Note 6 - Premises <strong>and</strong> Equipment<br />

A summary of premises <strong>and</strong> equipment at December 31, 2007 <strong>and</strong> 2006 is a follows:<br />

C o cOnsolidated <strong>Bank</strong> Only<br />

2007 2006 2007 2006<br />

Premises $ 7,033,362 6,832,250 7,175,219 $ 6,974,107<br />

Equipment 4,872,710 4,184,106 4,872,710 4,184,106<br />

11,906,072 11,016,356 12,047,929 11,158,213<br />

Less-Accumulated Depreciation (7,033,266) (6,422,740) (7,033,266) (6,422,740)<br />

Net Book Value $ 4,872,806 4,593,616 5,014,663 $ 4,735,473<br />

Depreciation charged to consolidated operating expenses amounted to $567,843 <strong>and</strong> $529,308 for 2007 <strong>and</strong> 2006 respectively. Equipment rental expense for 2007 <strong>and</strong> 2006 was $13,816<br />

<strong>and</strong> $13,846 respectively.<br />

Note 7 - Deposits<br />

C o cOnsolidated <strong>Bank</strong> Only<br />

2007 2006 2007 2006<br />

Non-Interest-Bearing Deposits<br />

Deposits of individuals, partnerships <strong>and</strong> corporations $ 10,786,500 37,606,235 11,671,962 $ 38,395,662<br />

Deposits of the United States Government 136 745 136 745<br />

Deposits of state <strong>and</strong> political subdivisions 34,177,972 27,271,120 34,177,972 27,271,120<br />

Certified <strong>and</strong> official checks 1,857,620 5,324,616 1,857,620 5,324,616<br />

Total non-interest-bearing deposits 46,822,228 70,202,716 47,707,690 70,992,143<br />

Interest-Bearing Deposits:<br />

Deposits of individuals, partnerships <strong>and</strong> corporations 187,580,551 176,929,243 187,580,551 176,929,243<br />

Deposits of the United States Government 8,513,676 11,311,702 8,513,676 11,311,702<br />

Deposits of state <strong>and</strong> political subdivisions 53,527,751 53,152,334 53,527,751 53,152,334<br />

Other Depository Institutions in US 3,704,101 1,451,561 3,704,101 1,451,561<br />

Total Interest-Bearing Subdivisions 253,326,079 242,844,840 253,326,079 242,844,840<br />

Total Deposits $ 300,148,307 313,047,556 301,033,769 $ 313,836,983<br />

Certificates of deposit of $100,000 or more included in the balance of interest-bearing deposits amounted to $99,172,123 <strong>and</strong> $99,818,269 at December 31, 2007 <strong>and</strong> 2006 respectively.<br />

Certificates of deposits maturing in years ending December 31, at December 31, 2007:<br />

2008 $ 96,425,514<br />

2009 10,954,786<br />

20010 2,342,128<br />

20011 560,247<br />

20102 <strong>and</strong> thereafter 23,896,427<br />

$ 134,179,102<br />

At December 31, 2007, deposits of executive officers, directors, <strong>and</strong> principal shareholders of the <strong>Bank</strong> <strong>and</strong> corporations in which such officers or directors had a beneficial interest total<br />

approximately $9,556,601.<br />

<strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report | 19


<strong>Seaway</strong> Bancshares, Inc. 2 0 0 7 A n n u a l R e p o r t<br />

Note 8 - Income Taxes<br />

Effective January 1, 2001, the Corporation <strong>and</strong> the <strong>Bank</strong> jointly elected to be treated as an S Corporation for federal income tax purposes. As an S Corporation, the Corporation <strong>and</strong> the<br />

<strong>Bank</strong> are generally only currently liable for federal corporate level income taxes on certain “built-in gains” existing at December 31, 2000 which are recognized after that date <strong>and</strong> any<br />

applicable state corporate level income taxes (including the Illinois Replacement Tax). As a further consequence of the S Corporation election, the Corporation <strong>and</strong> the <strong>Bank</strong> have been<br />

required to revalue certain deferred tax assets <strong>and</strong> liabilities at the lower statutory tax rates applicable to S Corporations.<br />

The current <strong>and</strong> deferred components of income tax expenses are as follows:<br />

C o cOnsolidated <strong>Bank</strong> Only<br />

2007 2006 2007 2006<br />

Current Federal $ 16,827 $ $ 16,827<br />

State 14,169 (1,878) 12,064 (1,878)<br />

Deferred (9,169) 2,415 (7,064) 2,415<br />

Total $ 5,000 17,364 $ 5,000 $ 17,364<br />

The sources of timing differences resulting in deferred income taxes <strong>and</strong> the tax effects for the years ended December 31, 2007 <strong>and</strong> 2006, on a consolidated <strong>and</strong> bank basis are as follows:<br />

C o cOnsolidated <strong>Bank</strong> Only<br />

2007 2006 2007 2006<br />

Loan loss deduction charged to operating expenses<br />

less than (in excess of) that for income tax purposes $ (1,583) 5,949 (1,583) $ 5,949<br />

Depreciation expense for income tax purposes in excess<br />

of the amount charged to operating expense (1,729) 688 376 688<br />

State Income Tax — —<br />

Accretion of bond discount, Net 446 (292) 446 (292)<br />

Other (6,303) (3,930) (6,303) (3,930)<br />

$ (9,169) $ 2,415 (7,064) $ 2,415<br />

As a result of FAS 115, which relates to the recording of unrealized security gains <strong>and</strong> losses, the following deferred tax items are not included in the above tables <strong>and</strong> are charged or credited<br />

directly to shareholders’ equity: at December 31, 2007, <strong>and</strong> 2006, $86,549 <strong>and</strong> $92,824 of tax liabilities, respectively, were recorded for unrealized security gains relating to securities<br />

classified as available for sale.<br />

The effective tax rates for both the Corporation <strong>and</strong> the <strong>Bank</strong> are less than the statutory Federal Income Tax rates. The reasons for the difference between such rates <strong>and</strong> the Federal<br />

Income Tax statutory rates for 2007 <strong>and</strong> 2006 are as follows:<br />

December 31, 2007 cOnsolidated <strong>Bank</strong> Only<br />

amount percent of Pretax Income A amount percent of Pretax Income<br />

Tax expense at statutory rate $ 866,487 34.0% 1,088,521 34.0%<br />

Increase (reduction) in taxes resulting from:<br />

S Corporation Election (802,517) (31.5) (1,024,551) (32.0)<br />

Tax Exempt Interest (20,001) (0.8) (20,001) (0.8)<br />

Built-In Gains Tax<br />

State Replacement Tax 12,064 0.5 12,064 0.4<br />

Other (51,033) (2.0) (51,033) (1.6)<br />

Net Reduction (861,487) (33.8) (1,083,521) (33.8)<br />

$ 5,000 0.2% $ 5,000 0.2%<br />

December 31, 2007 cOnsolidated <strong>Bank</strong> Only<br />

amount percent of Pretax Income A amount percent of Pretax Income<br />

Tax expense at statutory rate $ 974,701 34.0% $ 974,701 34.0%<br />

Increase (reduction) in taxes resulting from:<br />

S Corporation Election (939,760) (32.8) (939,760) (32.8)<br />

Tax Exempt Interest (29,387) (1.0) (29,387) (1.0)<br />

Built-In Gains Tax 16,827 0.6 16,827 0.6<br />

State Replacement Tax (1,876) (0.1) (1,878) (0.1)<br />

Other (3,141) (0.1) (3,141) (0.1)<br />

Net Reduction (957,337) (33.4) (957,339) (33.4)<br />

$ 17,364 0.6% $ 17,362 0.6%<br />

Included in Other Liabilities in 2007 <strong>and</strong> Other Assets in 2006 of the Consolidated <strong>and</strong> <strong>Bank</strong>-Only Statements of Condition are deferred tax assets <strong>and</strong> liabilities as follows:<br />

C o cOnsolidated <strong>Bank</strong> Only<br />

2007 2006 2007 2006<br />

Deferred Tax Asset $ 54,944 $ 43,061 $ 54,944 $ 43,061<br />

Deferred Tax Liability (93,983) (99,434) (93,983) (99,434)<br />

Net Deferred Tax Assets/(Liabilities) $ (39,039) $ (56,373) $ (39,039) $ (56,373)<br />

20 | <strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report


Note 9 - Long-Term Debt-subordinated Debentures<br />

In 2006, the Corporation formed a wholly-owned unconsolidated finance subsidiary<br />

(“Trust”), for the sole purpose of issuing $6 million of Trust Preferred securities. The<br />

proceeds of the Trust Preferred securities, along with proceeds of $186,000 from the<br />

issuance of common securities by the Trust to the Corporation, were used to purchase<br />

$6.186 million of the Corporations fixed rate junior subordinated notes (“Debentures”).<br />

The Debentures mature 30 years from the issuance date, but are redeemable (at<br />

par) at the Corporation’s option at any time commencing on the fifth anniversary of the<br />

issuance (or upon the occurrence of certain other prescribed events). Interest payments<br />

on the debentures are payable quarterly. So long as an event of default has not occurred<br />

(described further below), the Corporation may defer interest payments for up to 20<br />

consecutive quarters. Events of default include failure to pay interest at maturity, or filing<br />

bankruptcy.<br />

If the Corporation were to elect to defer interest on the Debentures, the Corporation<br />

would generally be restricted from declaring or paying any dividends to common<br />

shareholders or repurchasing its common stock.<br />

Debentures outst<strong>and</strong>ing totaled $6.186 million at December 31, 2007. The scheduled<br />

maturity of the Debenture is $6.186 million in 2036. Interest <strong>and</strong> fees included in interest<br />

expense totaled $385,000 at December 31, 2007. The Debenture interest rate is fixed<br />

for 5 years at 6.43% <strong>and</strong> then after floating at the 6 month Libor rate plus 159 basis points.<br />

Note 10 - Common Stock<br />

The following schedule summarizes the information concerning the common stock of the Corporation <strong>and</strong> the <strong>Bank</strong> at December 31, 2007 <strong>and</strong> 2006.<br />

C o cOnsolidated <strong>Bank</strong> Only<br />

2007 2006 2007 2006<br />

Par Value $ 1 $ 1 $ 10 $ 10<br />

Shares Authorized 400,000 400,000 93,750 93,750<br />

Shares Outst<strong>and</strong>ing 301,513 301,513 85,101 85,101<br />

Weighted average number shares outst<strong>and</strong>ing 301,513 301,513 85,101 85,101<br />

Note 11 - Regulatory Matters<br />

The Corporation’s principal source of income is the payment of dividends on the stock<br />

of the banks owned by the Corporation. Illinois law restricts the <strong>Bank</strong>s’ ability to pay<br />

these dividends. Under the Illinois <strong>Bank</strong>ing Act, no dividend may be declared by an<br />

Illinois state-chartered bank (i) except out of the bank’s net profits <strong>and</strong> (ii) unless the<br />

bank has transferred to surplus at least one-tenth of its net profits since the date of the<br />

declaration of the last preceding dividend, until the amount of its surplus is at least equal<br />

to its capital. Net profits under the Illinois <strong>Bank</strong>ing Act must be adjusted for losses <strong>and</strong><br />

bad debts (i.e. debts owing to the bank on which interest is past due <strong>and</strong> unpaid for a<br />

period of six months or more unless such debts are well secured <strong>and</strong> in the process of<br />

collection).<br />

Under the Federal Deposit Insurance Corporation Improvement Act of 1991<br />

(“FDICIA”), no insured depository institution may declare any dividend if, following the<br />

payment of such dividend, the institution would be undercapitalized.<br />

The <strong>Bank</strong> is required to have minimum tier one <strong>and</strong> total risk based capital ratios of<br />

6% <strong>and</strong> 10% respectively. The <strong>Bank</strong>’s actual ratios as of December 31, 2007 <strong>and</strong> December<br />

31, 2006 were 17.73% <strong>and</strong> 18.71% <strong>and</strong> 17.53 % <strong>and</strong> 18.52% respectively. The <strong>Bank</strong>’s leverage<br />

ratio at December 31, 2007 <strong>and</strong> December 31, 2006 was 10.30 % <strong>and</strong> 10.05% respectively.<br />

Note 12 - Acquisition of <strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> Trust <strong>Company</strong><br />

Common Stock<br />

On September 29, 1987, the Corporation consummated a transaction in which it acquired<br />

the remaining 1,130 shares of bank common stock. Under the terms of this transaction,<br />

the <strong>Bank</strong> was merged with an interim bank. The bank resulting from the merger<br />

continued to conduct the business of the <strong>Bank</strong> with the same officers <strong>and</strong> directors, <strong>and</strong><br />

with all the same rights, duties, powers <strong>and</strong> obligations which the <strong>Bank</strong> held immediately<br />

prior to the merger. Upon consummation of the merger, the holders of the remaining<br />

1,130 shares of <strong>Bank</strong> common stock relinquished any ownership interest in the <strong>Bank</strong><br />

<strong>and</strong> became entitled to receive $145.00 cash for each of their shares. At September 29,<br />

1987, the Corporation owned 100% of outst<strong>and</strong>ing common stock of the <strong>Bank</strong>. Payment<br />

to the holders of the 1,130 shares of <strong>Bank</strong> common stock is made by the Corporation<br />

upon delivery of the certificates representing such shares. As of December 31, 2007 <strong>and</strong><br />

2006, 315 shares respectively, had not been delivered to the Corporation. The amount<br />

due to these shareholders was $45,675 at December 31, 2007 <strong>and</strong> December 31, 2006,<br />

respectively.<br />

Note 13 - <strong>Seaway</strong> Community Development Corporation<br />

On March 15, 1997 the Corporation guaranteed a $400,000 Line of Credit extended to<br />

<strong>Seaway</strong> Community Development Corporation (SCDC) by <strong>Bank</strong> of America, N.A. Effective<br />

November 30, 2007, the Corporation guaranteed the renewed Line of Credit Agreement,<br />

which expires on November 30, 2008. At December 31, 2007 <strong>and</strong> 2006, SCDC had<br />

outst<strong>and</strong>ing advances of $94,965 <strong>and</strong> $194,965 respectively.<br />

Note 14 - Profit Sharing Trust<br />

On January 1, 1977, the Board of Directors of the <strong>Bank</strong> adopted an Employee Profit Sharing<br />

Plan for those employees with a minimum of one year of service. Effective January 1,<br />

1989, the Board of Directors adopted the <strong>Seaway</strong> National <strong>Bank</strong> Employee Savings Plan.<br />

The two plans were merged as of March 31, 1990 to form the <strong>Seaway</strong> National <strong>Bank</strong> Profit<br />

Sharing Trust (the “Trust”). The Trust qualifies under Internal Revenue Code sections<br />

401 <strong>and</strong> 501.<br />

The <strong>Bank</strong> makes contributions to the Trust from its current or accumulated profits,<br />

as well as, a matching contribution on behalf of each qualified employee equal to 25%<br />

of the employee’s matchable salary reduction of up to 4%. Employees may elect to make<br />

a salary reduction contribution on an optional basis up to a maximum of 12% of their<br />

annual earnings. Contributions of the <strong>Bank</strong> <strong>and</strong> employees are subject to certain Internal<br />

Revenue Code limitations. Vesting in the Trust begins after two years of service <strong>and</strong><br />

employees are fully vested after seven years of service. The <strong>Bank</strong>’s contributions to the<br />

Trust were $178,560 <strong>and</strong> $100,000 in 2007 <strong>and</strong> 2006, respectively.<br />

<strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report | 21


<strong>Seaway</strong> Bancshares, Inc. 2 0 0 7 A n n u a l R e p o r t<br />

Note 15 - Stock Option Plan<br />

In December of 1998, The <strong>Seaway</strong> National <strong>Bank</strong> Incentive Stock Option Plan (ISO) was<br />

established. Participants in the Plan shall be selected by the Board of Directors from<br />

among the <strong>Bank</strong>’s executive officers <strong>and</strong> any other key employees of the <strong>Bank</strong> who have<br />

the capability of making a substantial contribution to the <strong>Bank</strong>. The aggregate number<br />

of shares, which may be issued under the options granted pursuant to the Plan shall be<br />

25,000 Common Shares. The grant of incentive stock options (ISO) will be considered<br />

annually at a regularly scheduled board meeting. The price per share of Common Stock<br />

payable upon exercise of an ISO shall be equal to 110% of the fair market value of a share<br />

of Common Stock on the date the ISO is granted. The <strong>Bank</strong> will engage the services<br />

of an independent business valuation company to determine the fair value of a share of<br />

Common Stock on the date the ISO is granted. Each ISO shall be fully exercisable upon<br />

issuance <strong>and</strong> may be exercised during a period of ten (10) years, commencing on the date<br />

of grant. The Plan was terminated effective October 1, 2003 by the Board of Directors in<br />

August 2003.<br />

In August 2003, The Board of Directors approved the Executive Incentive Plan<br />

(Phantom) <strong>and</strong> the Supplemental Executive Retirement Plan, (SERP). These plans were<br />

designed to replace the ISO Plan. The Board of Directors in December 2007 <strong>and</strong> 2006,<br />

respectively, awarded 550 <strong>and</strong> 500 Phantom Stock Units. The expense recorded in 2007<br />

<strong>and</strong> 2006 for the Phantom Plan was $63,703 <strong>and</strong> $26,313, respectively. The SERP Plan<br />

provides an incentive for continuing performance by key executives <strong>and</strong> provides for<br />

additional retirement benefits. During 2003, The <strong>Bank</strong> purchased a $4.3 million bankowned<br />

life insurance contract to fund the plan. The contract has been reported in the<br />

financial statement in other assets. At December 31, 2007 <strong>and</strong> 2006 cash surrender value<br />

was $5,061 <strong>and</strong> $4,871 million, respectively. The expense for the SERP recorded in 2007<br />

<strong>and</strong> 2006 was $293,421 <strong>and</strong> $239,777, respectively.<br />

Note 16 - Commitments <strong>and</strong> Contingencies<br />

The <strong>Bank</strong>’s financial statements do not reflect various commitments <strong>and</strong> contingent liabilities which arise in the normal course of business <strong>and</strong> which involve elements of credit risk,<br />

interest rate risk <strong>and</strong> liquidity risk. These commitments <strong>and</strong> contingent liabilities are commitments to extend credit <strong>and</strong> st<strong>and</strong>by letters of credit. A summary of the <strong>Bank</strong>’s commitments<br />

<strong>and</strong> contingent liabilities at December 31, 2007 <strong>and</strong> 2006 are as follows:<br />

aPProximate Amount<br />

2007 2006<br />

Commitments to Extend Credit $ 53,657,751 $ 62,370,402<br />

Home Equity Loans $ 462,667 $ 504,267<br />

St<strong>and</strong>by Letters of Credit $ 341,870 $ 929,100<br />

Commitments to extend credit, home equity lines of credit <strong>and</strong> st<strong>and</strong>by letters of credit all include exposure to some credit loss in the event of non-performance by the customer. The<br />

<strong>Bank</strong>’s credit policies <strong>and</strong> procedures for credit commitments <strong>and</strong> financial guarantees are the same as those for the extension of credit that are recorded on the Statement of Condition.<br />

Because these instruments have fixed maturity dates <strong>and</strong> because many of them expire without being drawn upon, they do not generally present any significant liquidity risk to the <strong>Bank</strong>.<br />

Generally, home equity lines are secured by real property <strong>and</strong> st<strong>and</strong>by letters of credit are secured by deposits or other acceptable collateral. The <strong>Bank</strong> does not anticipate any losses<br />

as a result of these commitments.<br />

The <strong>Bank</strong> is a defendant in legal actions arising from normal business activities. Management believes that those actions are without merit or that the ultimate liability, if any, resulting<br />

from them will not materially affect the <strong>Bank</strong>’s financial position.<br />

Note 17 - Retirement of Certain <strong>Seaway</strong> Bancshares, Inc.<br />

Common Stock<br />

On September 27, 2000, <strong>Seaway</strong> Bancshares, Inc. made an offer of $80.00 a share to any<br />

stockholder who owned 500 or fewer shares of common stock. This offer expired on<br />

October 27, 2000. Related to this offer 1,171 shares valued at $93,680 were tendered.<br />

On October 19, 2000 the Board of Directors of <strong>Seaway</strong> Bancshares, Inc. approved<br />

a resolution to effectuate a reverse stock split on a 101 to 1 basis on all of the issued<br />

<strong>and</strong> outst<strong>and</strong>ing shares of record on the close of business on November 14, 2000, <strong>and</strong><br />

to retire fractional shares at a price of $77.00 per share. The Corporation retired 479<br />

shares valued at $36,883 under this resolution. The Corporation upon completion of the<br />

stock split, acquired from shareholders who owned fewer than 100 shares of the common<br />

stock, 316 shares that were not tendered at December 31, 2000 under the November 14,<br />

2000 offer. The value of these shares acquired, but not tendered, was $2,695 at December<br />

31, 2007 <strong>and</strong> 2006, respectively, <strong>and</strong> is included in Other Liabilities on the <strong>Seaway</strong><br />

Bancshares, Inc. financial statements. The Corporation authorized a 100 to 1 stock split<br />

effective as of 12:00 a.m. on November 15, 2000.<br />

Note 18 - Intangible Assets<br />

In late December, 2000, certain assets of the banking operations of Highl<strong>and</strong> Community<br />

<strong>Bank</strong> were acquired. The excess of the cost of this acquisition over the fair value<br />

of the acquired net assets at the date of acquisition is reported as intangible assets. The<br />

Corporation adopted FAS 142 effective January 1, 2002, <strong>and</strong> accordingly, has ceased<br />

amortizing amounts related to goodwill starting from that date.<br />

As required by FAS 142, goodwill is subject to an annual impairment test. The test<br />

consists of a two-step process whereby a determination is made as to whether impairment<br />

exists, <strong>and</strong> then whether an adjustment is required. Impairment losses were<br />

recognized in 2007 in the amount of $140,338. The aforementioned banking operations<br />

have been submitted to bid by the City of Chicago. A number of local <strong>Bank</strong>s <strong>and</strong> Financial<br />

Service Companies, along with <strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> Trust <strong>Company</strong> have submitted<br />

bids. Currently, it is impossible to predict the outcome of the bidding process. We are<br />

confident that we have submitted a highly competitive bid. However, our analysis indicates<br />

that it would be prudent to recognize an impairment loss to accurately report the<br />

current fair value of the goodwill.<br />

22 | <strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report


Independent Auditor’s Report<br />

To the board of directors <strong>and</strong> stockholders of seaway bancshares, inc. <strong>and</strong> subsidiary<br />

We have audited the accompanying consolidated statements of financial condition of <strong>Seaway</strong> Bancshares, Inc. (a<br />

Delaware Corporation) <strong>and</strong> Subsidiary as of December 31, 2007 <strong>and</strong> 2006, <strong>and</strong> the related consolidated statements<br />

of income, changes in stockholders’ equity, <strong>and</strong> cash flows for the years then ended <strong>and</strong> the accompanying<br />

statements of financial condition of <strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> Trust <strong>Company</strong> as of December 31, 2007 <strong>and</strong> 2006, <strong>and</strong> the<br />

related statements of income, changes in stockholders’ equity, <strong>and</strong> cash flows for the years then ended. These<br />

financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an<br />

opinion on these financial statements based upon our audits.<br />

We conducted our audits in accordance with auditing st<strong>and</strong>ards generally accepted in the United States of America.<br />

Those st<strong>and</strong>ards require that we plan <strong>and</strong> perform the audits to obtain reasonable assurance about whether<br />

the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence<br />

supporting the amounts <strong>and</strong> disclosures in the financial statements. An audit also includes assessing the accounting<br />

principles used <strong>and</strong> significant estimates made by management, as well as evaluating the overall financial statement<br />

presentation. We believe that our audits provide a reasonable basis for our opinion.<br />

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial<br />

position of <strong>Seaway</strong> Bancshares, Inc. <strong>and</strong> Subsidiary <strong>and</strong> <strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> Trust <strong>Company</strong> as of December 31, 2007<br />

<strong>and</strong> 2006, <strong>and</strong> the results of operations <strong>and</strong> cash flows for the years then ended in conformity with accounting<br />

principles generally accepted in the United States of America.<br />

Washington, Pittman & McKeever, LLC<br />

Chicago, Illinois<br />

March 7, 2008<br />

<strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report | 23


<strong>Seaway</strong> Bancshares, Inc. 2 0 0 7 A n n u a l R e p o r t<br />

Board of Directors <strong>and</strong> Officers<br />

<strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> trust company<br />

Board of Directors<br />

Jacoby Dickens<br />

Chairman of the Board<br />

Walter E. Grady<br />

President & Chief Executive<br />

Officer<br />

Richard S. Abrams<br />

Executive Vice President &<br />

Chief Operating Officer<br />

William Bates, Jr.<br />

Executive Vice President &<br />

General Counsel<br />

Joseph Caldwell<br />

President<br />

Tailo-Rite Clothing Care<br />

James Compton<br />

President & Chief Executive<br />

Officer - Retired<br />

Chicago Urban League<br />

Dr. Elnora Daniel<br />

President<br />

Chicago State University<br />

Phyllis Davis<br />

President<br />

Phyllis Davis Real Estate<br />

David A. Kelly<br />

Vice President - Retired<br />

NiSource, Inc.<br />

Jory Luster<br />

President<br />

Luster Products<br />

officers<br />

S<strong>and</strong>ra Alfonso<br />

Airport Operations Officer<br />

Gail L. Bahar<br />

VP/Human Resources Officer<br />

David Becerra<br />

Retail Loan Officer —<br />

Waukegan LPO<br />

Virgil Booker<br />

VP/Retail Loan Officer<br />

Ronald Branch<br />

Commercial Loan Officer<br />

Terrence Chambers<br />

Business Development Officer<br />

Danny Davis<br />

Commercial Loan Officer —<br />

Waukegan LPO<br />

Terrence Grady<br />

Commercial Loan Officer<br />

Claudette Harris<br />

AVP/Marketing Officer<br />

Daren Hobbs<br />

AVP/Commercial Loan Officer<br />

David Hollins<br />

AVP/Operations Officer<br />

TyAnna Holmes<br />

Bookkeeping Officer<br />

Kathleen Martin<br />

Teller Operations Officer<br />

Patricia McCreary<br />

SVP/Cashier<br />

Jacqueline McCune<br />

Trust Officer<br />

Tracy Meeks<br />

VP/Commercial Loan Officer<br />

Musibau Oriola<br />

VP/Airport Operations Officer<br />

Trina E. Phelps<br />

VP/Internal Auditor/Loan Review<br />

Officer<br />

Morris Simpson<br />

Assistant Comptroller<br />

Alice Stewart<br />

Business Development Officer<br />

Daniel Taylor<br />

Interim SCDC Director<br />

Brenda Terrell<br />

Administrative Services/Security<br />

Officer<br />

Denise Weaver<br />

VP/BSA/Compliance Officer<br />

Arlene Williams<br />

EVP/Lending<br />

Addie Collins<br />

AVP/Retail Loan Officer<br />

Lois B. Jenkins<br />

VP/Trust Officer<br />

Dwayne Shipp<br />

VP/Comptroller<br />

April Wright<br />

AVP/Loan Operations/<br />

Credit Administration Officer<br />

24 | <strong>Seaway</strong> Bancshares, Inc. 2007 Annual Report


<strong>Bank</strong>ing Facilities<br />

Design: Stephen B. Starr Design, Inc. Editorial: Kevin Cranfill Principal Photography: Jim Morris Photography Printing: Elk Grove Graphics<br />

Main <strong>Bank</strong><br />

645 East 87th Street<br />

Chicago, IL 60619<br />

West Facility<br />

Chatham Ridge Shopping Center<br />

8652 South Lafayette Avenue<br />

Chicago, IL 60620<br />

South Facility<br />

11116 South Michigan Avenue<br />

Chicago, IL 60628<br />

East Facility<br />

825 East 87th Street<br />

Chicago, IL 60619<br />

Loan Production Office<br />

1334 North Lewis Avenue<br />

Waukegan, IL 60085<br />

Airport Facilities<br />

O’Hare International Airport<br />

Foreign Currency Exchange<br />

Terminals 1, 2, 3 <strong>and</strong> 5<br />

Depository, Terminals 2 <strong>and</strong> 5<br />

Chicago, IL 60666<br />

Midway International Airport<br />

Foreign Currency Exchange<br />

Concourse A<br />

5700 South Cicero Avenue<br />

Chicago, IL 60638<br />

Additional ATM Facilities<br />

City Colleges of Chicago<br />

City of Chicago Revenue Office<br />

2006 East 95th Street<br />

Chicago, IL 60617<br />

2550 West Addison<br />

Chicago, IL 60618<br />

Kimbark Liquors<br />

1214 East 53rd Street<br />

Chicago, IL 60615<br />

McCormick Place<br />

2301 South Lake Shore Drive<br />

Chicago, IL 60615<br />

Skyway Bowl<br />

9915 South Torrence Avenue<br />

Chicago, IL 60617<br />

YMCA<br />

6330 Stony Isl<strong>and</strong><br />

Chicago, IL 60637


<strong>Seaway</strong> Bancshares, Inc.<br />

645 East 87th Street<br />

Chicago, Illinois 60619<br />

773. 487. 4800<br />

www.seawaybank.us

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