PNC Bancorp, Inc. Successor to First National Pennsylvania Corporation, et al. - Page 15

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          recognized as a reduction in the yield of the loan" except for              
          certain cases involving "troubled debt restructuring".  Paragraph           
          5 of SFAS 91 further provides that "Loan origination fees and               
          related direct loan origination costs for a given loan shall be             
          offset and only the net amount shall be deferred and amortized."            

               FNPC Costs at Issue                                                    

               FNPC adopted SFAS 91 on a prospective basis effective for              
          transactions entered into after December 31, 1987.  Prior to its            
          application of SFAS 91, FNPC, in accordance with its established            
          accounting practices, treated the costs described in SFAS 91 as             
          current expenses for financial accounting and reporting purposes.           
          In 1988, FNPC began to defer fees and costs described in SFAS 91            
          for financial accounting and reporting purposes.  For each of the           
          years in issue and, to the best knowledge of management, for all            
          prior years, FNBP currently deducted the costs described in SFAS            
          91 for Federal income tax purposes.  To apply SFAS 91, FNPC                 
          established separate ledger accounts in order to record fees and            
          costs subject to deferral, as well as to reflect the portion of             
          net deferred fees and costs recognized as an adjustment to                  
          interest yield in accordance with SFAS 91.  To comply with SFAS             
          91, FNPC deferred the net amount of the costs and fees in each of           
          the ledger accounts and recognized these net amounts as                     
          components of interest income over the estimated lives of the               
          loans.                                                                      





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