Return of Organization Exempt From Income Tax (2010)

Download: PDF — Return of Organization Exempt From Income Tax (2010)

Not a Watch Tower publication

A U.S. tax return (Form 990) of an organisation connected with the Society, filed by its bank as trustee (2010).

Documents and Letters: Documents connected with the Society and its leaders that were never issued as publications: personal letters (Rutherford's letters from prison in 1918, C. J. Woodworth, Olin Moyle), corporate records (charters and amendments, the British companies, annual reports, tax returns, certificates of incorporation), government files (Australian files 1942–1976, U.S. Selective Service memoranda, a 1948 CIA report, the 1941 ACLU report), Richard Rawe's draft case papers and the Beth Sarim deed, and later correspondence between Witnesses and the Society or its legal department (1996–2008), with personal statements of former members. Letters of the Society to bodies of elders are in the Letters series with its other letters. Handwritten documents and forms are shown as images of the scanned pages.

About the Related Works section

Form 990

Department of the Treasury Internal Revenue Service

Under section 501(c),527,or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

The organization may have to use a copy of this return to satisfy state reporting requirements

Open to Public Inspection

<tr><th colspan="4">A For the 2009 calendar year, or tax year beginning MAY 1, 2009 and ending APR 30, 2010

B Check if applicable Address change Name change Initial return Terminated Amended return Application pending

C Name of organization H.M. RILEY TR FOR WATCH TOWER BIBLE COMERICA BANK, TRUSTEE

D Employer identification number

38-6043103

E Telephone number (269)966-6344

G Gross receipts $ 2,124,992.00

H(a) Is this a group return for affiliates? Yes No

H(b) Are all affiliates included? Yes No

F Name and address of principal officer.COMERICA BANK P.O. BOX 75000 M/C 3302, DETROIT, MI 48275-

I Tax-exempt status: X 501(c)(3) (insert no.) 4947(a)(1) or 527

J Website: ▶ NONE

K Form of organization: Corporation Trust Association Other L Year of formation: 1948 M State of legal domicile: MI

Part I Summary

Revenue

1 Briefly describe the organization's mission or most significant activities SUPPORT WATCH TOWER BIBLE & TRACT SOCIETY

2 Check this box ▶ if the organization discontinued its operations or disposed of more than 25% of its net assets

3 Number of voting members of the governing body (Part VI, line 1a)

3 1

4 Number of independent voting members of the governing body (Part VI, line 1b)

4 0

5 Total number of employees (Part V, line 2a)

5 0

6 Total number of volunteers (estimate if necessary)

6 0

7a Total gross unrelated business revenue from Part VIII, column (C), line 12

7a 0.00

b Net unrelated business taxable income from Form 990-T, line 34

7b 0.00

Expenses

8 Contributions and grants (Part VIII, line 1h)

9 Program service revenue (Part VIII, line 2g)

10 Investment income (Part VIII, column (A), lines 3, 4, and 7d)

33,870.00 54,534.00

11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)

2,448,595.00 949,652.00

12 Total revenue - add lines 8 through 11 (must equal Part VIII, column (A), line 12)

2,482,465.00 1,004,186.00

13 Grants and similar amounts paid (Part IX, column (A), lines 1-3)

2,847,995.00 1,125,342.00

14 Benefits paid to or for members (Part IX, column (A), line 4)

15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10)

16a Professional fundraising fees (Part IX, column (A), line 11e) b Total fundraising expenses (Part IX, column (D), line 25)

17 Other expenses (Part IX, column (A), lines 11a-11d, line 24)

3,881.00 2,792.00

18 Total expenses Add lines 13-17 (must equal Part IX, column (A), line 25)

2,851,876.00 1,128,134.00

19 Revenue less expenses Subtract line 18 from line 12

<369,411.00> <123,948.00>

Net Assets or Fund Balances

20 Total assets (Part X, line 16)

2,687,035.00 2,745,731.00

21 Total liabilities (Part X, line 26)

22 Net assets or fund balances Subtract line 21 from line 20

2,687,035.00 2,745,731.00

Part II Signature Block

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of regret or thinner than officer) is based on all information of which preparer has any knowledge

Sign Here Signature of officer COMERICA BANK, TRUSTEE Type or print name and title

Paid Preparer's Use Only Preparer's signature Date 6/21/10 Check if self-employed EIN

mine 12

JUL 06 2010

OGDEN, UT

May the IRS discuss this return with the preparer shown above? (see instructions)

932001 02-04-10 LHA For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions.

Form 990 (2009)

NE 2 Part III Statement of Program Service Accomplishments

1 Briefly describe the organization's mission SUPPORT WATCH TOWER BIBLE AND TRACT SOCIETY

Did the organization undertake any significant program services during the year which were not listed on the prior Form 990 or 990-EZ? If "Yes," describe these new services on Schedule O.

Yes X No

Did the organization cease conducting, or make significant changes in how it conducts, any program services? If "Yes," describe these changes on Schedule O

Yes X No

Describe the exempt purpose achievements for each of the organization's three largest program services by expenses Section 501(c)(3) and 501(c)(4) organizations and section 4947(a)(1) trusts are required to report the amount of grants and allocations to others,the total expenses,and revenue,if any,for each program service reported.

Form 990 (2009)

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1)(other than a private foundation)? If"Yes,"complete Schedule A

Is the organization required to complete Schedule B, Schedule of Contributors?

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If"Yes,"complete Schedule C, Part I

Section 501(c)(3) organizations. Did the organization engage in lobbying activities? If"Yes,"complete Schedule C, Part II

Section 501(c)(4), 501(c)(5), and 501(c)(6) organizations. Is the organization subject to the section 6033(e) notice and reporting requirement and proxy tax? If"Yes,"complete Schedule C, Part III

Did the organization maintain any donor advised funds or any similar funds or accounts where donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If"Yes,"complete Schedule D, Part I

Did the organization receive or hold a conservation easement, including easements to preserve open space, the environment, historic land areas, or historic structures? If"Yes,"complete Schedule D, Part II

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If"Yes,"complete Schedule D, Part III

Did the organization report an amount in Part X, line 21; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If"Yes,"complete Schedule D, Part IV

Did the organization, directly or through a related organization, hold assets in term, permanent, or quasi-endowments? If"Yes,"complete Schedule D, Part V

Is the organization's answer to any of the following questions"Yes"? If so, complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable

Did the organization report an amount for land, buildings, and equipment in Part X, line 10? If"Yes,"complete Schedule D, Part VI.

Did the organization report an amount for investments - other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If"Yes,"complete Schedule D, Part VII.

Did the organization report an amount for investments - program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If"Yes,"complete Schedule D, Part VIII.

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If"Yes,"complete Schedule D, Part IX.

Did the organization report an amount for other liabilities in Part X, line 25? If"Yes,"complete Schedule D, Part X.

Did the organization's separate or consolidated financial statements for the tax year include a footnote that addresses the organization's liability for uncertain tax positions under FIN 48? If"Yes,"complete Schedule D, Part X.

Did the organization obtain separate, independent audited financial statements for the tax year? If"Yes,"complete Schedule D, Parts XI, XII, and XIII.

12A

Was the organization included in consolidated, independent audited financial statements for the tax year? If"Yes," completing Schedule D, Parts XI, XII, and XIII is optional

Is the organization a school described in section 170(b)(1)(A)(ii)? If"Yes," complete Schedule E

14a

Did the organization maintain an office, employees, or agents outside of the United States?

14a

b Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, and program service activities outside the United States? If"Yes," complete Schedule F, Part I

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If"Yes," complete Schedule F, Part II

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If"Yes," complete Schedule F, Part III

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If"Yes," complete Schedule G, Part I

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If"Yes," complete Schedule G, Part II

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If"Yes," complete Schedule G, Part III

Did the organization operate one or more hospitals? If"Yes," complete Schedule H

Form 990 (2009)

Yes

Did the organization report more than $5,000 of grants and other assistance to governments and organizations in the United States on Part IX, column (A), line 1? If "Yes," complete Schedule I, Parts I and II

Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If "Yes," complete Schedule I, Parts I and III

Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization's current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes" complete Schedule J

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If "Yes" answer lines 24b through 24d and complete Schedule K. If "No" go to line 25

24a

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year to defense any tax-exempt bonds?

24c

Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year?

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes" complete Schedule L, Part I

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization's prior Forms 990 or 990-EZ? If "Yes" complete Schedule L, Part I

25b

Was a loan to or by a current or former officer, director, trustee, key employee, highly compensated employee, or disqualified person outstanding as of the end of the organization's tax year? If "Yes" complete Schedule L, Part II

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor, or a grant selection committee member, or to a person related to such an individual? If "Yes" complete Schedule L, Part III

Was the organization a party to a business transaction with one of the following parties, (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

28a

A current or former officer, director, trustee, or key employee? If "Yes" complete Schedule L, Part IV

28b

A family member of a current or former officer, director, trustee, or key employee? If "Yes" complete Schedule L, Part IV

28c

An entity of which a current or former officer, director, trustee, or key employee of the organization (or a family member) was an officer, director, trustee, or direct or indirect owner? If "Yes" complete Schedule L, Part IV

Did the organization receive more than $25,000 in non-cash contributions? If "Yes" complete Schedule M

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes" complete Schedule M

Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes" complete Schedule N, Part I

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes" complete Schedule N, Part II

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If "Yes" complete Schedule R, Part I

Was the organization related to any tax-exempt or taxable entity? If "Yes" complete Schedule R, Parts II, III, IV, and V, line 1

Is any related organization a controlled entity within the meaning of section 512(b)(13)? If "Yes" complete Schedule R, Part V, line 2

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If "Yes" complete Schedule R, Part V, line 2

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes" complete Schedule R, Part VI

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11 and 19? Note. All Form 990 filers are required to complete Schedule O

Form 990 (2009) Form 990 (2009)

Part VI Governance, Management, and Disclosure For each "Yes" response to lines 2 through 7b below, and for a "No" response to line 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions

Section A. Governing Body and Management

Yes

1aEnter the number of voting members of the governing bodybEnter the number of voting members that are independent

2Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee?

3Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person?

4Did the organization make any significant changes to its organizational documents since the prior Form 990 was filed?

5Did the organization become aware during the year of a material diversion of the organization's assets?

6Does the organization have members or stockholders?

7aDoes the organization have members, stockholders, or other persons who may elect one or more members of the governing body?

bAre any decisions of the governing body subject to approval by members, stockholders, or other persons?

8Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

aThe governing body?

bEach committee with authority to act on behalf of the governing body?

9Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization's mailing address? If"Yes,"provide the names and addresses in Schedule O

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code)

Yes

10aDoes the organization have local chapters, branches, or affiliates?

bIf "Yes," does the organization have written policies and procedures governing the activities of such chapters, affiliates,and branches to ensure their operations are consistent with those of the organization?

11Has the organization provided a copy of this Form 990 to all members of its governing body before filing the form?

11ADescribe in Schedule O the process, if any, used by the organization to review this Form 990.

12aDoes the organization have a written conflict of interest policy? If "No," go to line 13

bAre officers, directors or trustees, and key employees required to disclose annually interests that could give rise to conflicts?

cDoes the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describein Schedule O how this is done

13Does the organization have a written whistleblower policy?

14Does the organization have a written document retention and destruction policy?

15Did the process for determining compensation of the following persons include a review and approval by independentpersons, comparability data,and contemporaneous substantiation of the deliberation and decision?

aThe organization's CEO, Executive Director,or top management official

bOther officers or key employees of the organizationIf"Yes"to line 15a or 15b,describe the process in Schedule O(See instructions.)

16aDid the organization invest in, contribute assets to,or participate in a joint venture or similar arrangementwith a taxable entity during the year?

bIf"Yes,"has the organization adopted a written policy or procedure requiring the organization to evaluate its participationin joint venture arrangements under applicable federal tax law,and taken steps to safeguard the organization'sexempt status with respect to such arrangements?

10a

10b

12a

12b

12c

15a

15b

16a

16b

Section C. Disclosure

List the states with which a copy of this Form 990 is required to be filed▶MI

Section 6104 requires an organization to make its Forms 1023 (or 1024 if applicable), 990, and 990-T(501(c)(3)s only) available for public inspection Indicate how you make these available Check all that applyOwn websiteAnother's websiteXUpon request

Describe in Schedule O whether (and if so, how), the organization makes its governing documents, conflict of interest policy,and financial statements available to the public.

State the name, physical address,and telephone number of the person who possesses the books and records of the organizationCOMERICA BANK-313-222-3304500 WOODWARD 21ST FLOOR,DETROIT,MI48226

Form 990 (2009) Part VII Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed Report compensation for the calendar year ending with or within the organization's tax year Use Schedule J-2 if additional space is needed.

List all of the organization's current officers, directors, trustees (whether individuals or organizations), regardless of amount of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid

List all of the organization's current key employees. See instructions for definition of "key employee."

List the organization's five current highest compensated employees (other than an officer, director, trustee, or key employee) who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the organization and any related organizations

List all of the organization's former officers, key employees, and highest compensated employees who received more than $100,000 of reportable compensation from the organization and any related organizations.

List all of the organization's former directors or trustees that received, in the capacity as a former director or trustee of the organization more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order. individual trustees or directors; institutional trustees; officers, key employees, highest compensated employees; and former such persons.

X Check this box if the organization did not compensate any current officer, director, or trustee.

(A)Name and Title

(B)Average hours per week

(C)Position(check all that apply)

(D)Reportable compensation from the organization(W-2/1099-MISC)

(E)Reportable compensation from related organizations(W-2/1099-MISC)

(F)Estimated amount of other compensation from the organizationand related organizations

Individual trustee or director

Institutional trustee

Officer

Key employee

Highest compensated employee

Former

COMERICA BANKTRUSTEE

1.50

0.00

932007 02-04-10

Form 990 (2009) Part VII Section A.

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A)Name and title

(B)Average hours per week

(C)Position(check all that apply)

(D)Reportable compensation from the organization(W-2/1099-MISC)

(E)Reportable compensation from related organizations(W-2/1099-MISC)

(F)Estimated amount of other compensation from the organizationand related organizations

Individual trustee or director

Institutional trustee

Officer

Key employee

Highest compensated employee

Former

1b Total

▶

0.00

2Total number of individuals (including but not limited to those listed above) who received more than $100,000 in reportable compensation from the organization ▶0

Yes

3Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If "Yes," complete Schedule J for such individual

4For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If "Yes," complete Schedule J for such individual

5Did any person listed on line 1a receive or accrue compensation from any unrelated organization for services rendered to the organization? If "Yes," complete Schedule J for such person

Section B. Independent Contractors

1 Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization NONE.

(A)Name and business address

(B)Description of services

(C)Compensation

Total number of independent contractors (including but not limited to those listed above) who received more than$100,000 in compensation from the organization 0

Form 990 (2009) H.

M. RILEY TR FOR WATCH TOWER BIBLE COMERICA BANK, TRUSTEE

Form 990 (2009)

<tr><th colspan="2">Part VIII

Statement of Revenue

(A) Total revenue

(B) Related or exempt function revenue

(D) Revenue excluded from tax under sections 512, 513, or 514

Program Service Revenue

1 a Federated campaigns

b Membership dues

c Fundraising events

d Related organizations

e Government grants (contributions)

f All other contributions, gifts, grants, and similar amounts not included above

g Noncash contributions included in lines 1a-1f $ ___

h Total. Add lines 1a-1f

Other Revenue

Business Code

2 a

f All other program service revenue

g Total. Add lines 2a-2f

Other Revenue

3 Investment income (including dividends, interest, and other similar amounts)

74,297.00

4 Income from investment of tax-exempt bond proceeds

5 Royalties

949,652.00

949652.00

(i) Real

(ii) Personal

6 a Gross Rents

b Less: rental expenses

c Rental income or (loss)

d Net rental income or (loss)

7 a Gross amount from sales of assets other than inventory

(i) Securities

(ii) Other

b Less: cost or other basis and sales expenses

1101043

c Gain or (loss)

1120806

d Net gain or (loss)

<19763>

8 a Gross income from fundraising events (not including $ ___ of contributions reported on line 1c). See Part IV, line 18

b Less. direct expenses

c Net income or (loss) from fundraising events

9 a Gross income from gaming activities. See Part IV, line 19

b Less: direct expenses

c Net income or (loss) from gaming activities

10 a Gross sales of inventory, less returns and allowances

b Less: cost of goods sold

c Net income or (loss) from sales of inventory

Miscellaneous Revenue

Business Code

11 a

d All other revenue

e Total. Add lines 11a-11d

12 Total revenue See instructions.

1004186.00

<19,763.00>

0.00

1023949

Form 990 (2009) Section 501(c)(3) and 501(c)(4) organizations must complete all columns.

All other organizations must complete column (A) but are not required to complete columns (B), (C), and (D).

Do not include amounts reported on lines 6b,7b,8b,9b,and 10b of Part VIII.

(A)Total expenses

(B)Program service expenses

(C)Management and general expenses

(D)Fundraising expenses

1 Grants and other assistance to governments and organizations in the U.S. See Part IV,line 21

1,125,342.00

2 Grants and other assistance to individuals in the U.S. See Part IV,line 22

3 Grants and other assistance to governments, organizations,and individuals outside the U.S. See Part IV,lines 15and16

4 Benefits paid to or for members

5 Compensation of current officers,directors, trustees,and key employees

6 Compensation not included above,to disqualified persons(as defined under section4958(f)(1))and persons described in section4958(c)(3)(B)

7 Other salaries and wages

8 Pension plan contributions(include section401(k)section403(b)employer contributions)

9 Other employee benefits

10 Payroll taxes

11 Fees for services(non-employees)

a Management

b Legal

770.00

c Accounting

225.00

d Lobbying

e Professional fundraising services.SeePartIV,line17

f Investment management fees

g Other

12 Advertising and promotion

13 Office expenses

14 Information technology

15 Royalties

16 Occupancy

17 Travel

18 Payments of travel or entertainment expensesfor any federal,state,or local public officials

19 Conferences,conventions,and meetings

20 Interest

21 Payments to affiliates

22 Depreciation,depletion,and amortization

23 Insurance

24 Otherexpenses.Itemizeexpensesnotcoveredabove.(Expensesgroupedtogetherandlabeledmiscellaneousmaynotexceed5%oftotalexpensesshownonline25below.)

a TRUSTEEFEE

1,777.00

b INVESTMENTEXPENSES

20.00

c TAXPREPARATIONFEE

0.00

f Allotherexpenses

25 Totalfunctionalexpenses.Addlines1through24f

1,128,134.00

1,125,342.00

2,792.00

0.00

26 Jointcosts.Checkhere▶iffollowingSOP98-2.Completethislineonlyiftheorganizationreportedincolumn(B)jointcostsfromacombinededucationalcampaignandfundraising solicitation

Form 990 (2009)

(A)Beginning of year

(B)End of year

Assets

1 Cash - non-interest-bearing

2 Savings and temporary cash investments

434,048.00

312,952.00

3 Pledges and grants receivable, net

4 Accounts receivable, net

5 Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L

6 Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of Schedule L

7 Notes and loans receivable, net

8 Inventories for sale or use

9 Prepaid expenses and deferred charges

10a Land, buildings, and equipment: cost or other basis Complete Part VI of Schedule D

b Less accumulated depreciation

10c

11 Investments - publicly traded securities

2,252,984.00

2,432,776.00

12 Investments - other securities. See Part IV, line 11

13 Investments - program-related. See Part IV, line 11

14 Intangible assets

15 Other assets. See Part IV, line 11

3.00

16 Total assets. Add lines 1 through 15 (must equal line 34)

2,687,035.00

2,745,731.00

Liabilities

17 Accounts payable and accrued expenses

18 Grants payable

19 Deferred revenue

20 Tax-exempt bond liabilities

21 Escrow or custodial account liability Complete Part IV of Schedule D

22 Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified persons Complete Part II of Schedule L

23 Secured mortgages and notes payable to unrelated third parties

24 Unsecured notes and loans payable to unrelated third parties

25 Other liabilities. Complete Part X of Schedule D

26 Total liabilities. Add lines 17 through 25

0.00

Net Assets or Fund Balances

Organizations that follow SFAS 117, check here ▶ and complete lines 27 through 29, and lines 33 and 34.

27 Unrestricted net assets

28 Temporarily restricted net assets

29 Permanently restricted net assets

Organizations that do not follow SFAS 117, check here ▶ and complete lines 30 through 34.

30 Capital stock or trust principal, or current funds

815,764.00

31 Paid-in or capital surplus, or land, building, or equipment fund

0.00

32 Retained earnings, endowment, accumulated income, or other funds

1,871,271.00

1,929,967.00

33 Total net assets or fund balances

2,687,035.00

2,745,731.00

34 Total liabilities and net assets/fund balances

2,687,035.00

2,745,731.00

Form 990 (2009)

Yes

1 Accounting method used to prepare the Form 990:X Cash Accrual Other If the organization changed its method of accounting from a prior year or checked Other explain in Schedule O.

2a Were the organization's financial statements compiled or reviewed by an independent accountant?

b Were the organization's financial statements audited by an independent accountant?

c If"Yes" to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit review, or compilation of its financial statements and selection of an independent accountant? If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

d If"Yes" to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued on a consolidated basis, separate basis, or both: Separate basis Consolidated basis Both consolidated and separate basis

3a As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?

b If"Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits

Form 990 (2009) Department of the Treasury Internal Revenue Service

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.

Attach to Form 990 or Form 990-EZ. See separate instructions.

Name of the organization

Open to Public Inspection

H.M. RILEY TR FOR WATCH TOWER BIBLE COMERICA BANK, TRUSTEE

Employer identification number38-6043103

Part I Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is. (For lines 1 through 11, check only one box.)

1 A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

2 A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

5 An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)(iv). (Complete Part II)

6 A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

7 An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

8 A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

9 An organization that normally receives. (1) more than 33 1/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions - subject to certain exceptions, and (2) no more than 33 1/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

11 X An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h.

a. Type I b. Type II c. Type III - Functionally integrated d. Type III - Other

e By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2)

f If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box

g Since August 17,2006,has the organization accepted any gift or contribution from any of the following persons?

(i) A person who directly or indirectly controls, either alone or together with persons described in (ii) and (iii) below, the governing body of the supported organization?

(ii) A family member of a person described in (i) above?

(iii) A 35% controlled entity of a person described in (i) or (ii) above?

Yes

11g(i)

11g(ii)

11g(iii)

h Provide the following information about the supported organization(s)

(i) Name of supported organization

(ii) EIN

(iii) Type of organization (described on lines 1-9 above or IRC section(see instructions))

(iv) Is the organization in col.(i) listed in your governing document?

(v) Did you notify the organization in col.(i) of your support?

(vi) Is the organization in col.(i) organized in the U.S.?

(vii) Amount of support

Yes

WATCH TOWER BIBLE & TRAC

11A

1125342.00

Total

1,125,342.00

LHA For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Schedule A (Form 990 or 990-EZ)2009 Part II Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I.)

Section A. Public Support

Calendar year (or fiscal year beginning in)

(a)2005

(b)2006

(d)2008

(e)2009

(f)Total

Gifts, grants, contributions, and membership fees received (Do not include any"unusual grants.")

Tax revenues levied for the organization's benefit and either paid to or expended on its behalf

The value of services or facilities furnished by a governmental unit to the organization without charge

Total. Add lines 1 through 3

The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column(f)

Public support

Section B. Total Support

Calendar year (or fiscal year beginning in)

(a)2005

(b)2006

(d)2008

(e)2009

(f)Total

7Amounts from line 4

8Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources

9Net income from unrelated business activities, whether or not the business is regularly carried on

10Other income.Do not include gain or loss from the sale of capital assets(Explain in Part IV.)

11Total support.Add lines 7 through 10

12Gross receipts from related activities,etc.(see instructions)

13First five years.If the Form 990 is for the organization's first,second,third,fourth,or fifth tax year as a section 501(c)(3) organization,check this box and stop here

Section C. Computation of Public Support Percentage

16a 33 1/3% support test-2009.If the organization did not check the box on line 13,and line 14 is 33 1/3% or more,check this box and stop here.The organization qualifies as a publicly supported organization▼

b 33 1/3% support test-2008.If the organization did not check a box on line 13 or 16a,and line 15 is 33 1/3% or more,check this box and stop here.The organization qualifies as a publicly supported organization▼

17a 10% -facts-and-circumstances test-2009.If the organization did not check a box on line 13,16a,or 16b,and line 14 is 10% or more,and if the organization meets the "facts-and-circumstances" test,check this box and stop here.Explain in Part IV how the organization meets the "facts-and-circumstances" test The organization qualifies as a publicly supported organization▼

b 10% -facts-and-circumstances test-2008.If the organization did not check a box on line 13,16a,16b,or 17a,and line 15 is 10% or more,and if the organization meets the "facts-and-circumstances" test,check this box and stop here.Explain in Part IV how the organization meets the "facts-and-circumstances" test The organization qualifies as a publicly supported organization▼

18 Private foundation.If the organization did not check a box on line 13,16a,16b,17a,or 17b,check this box and see instructions▼

Schedule A (Form 990 or 990-EZ) 2009 Schedule A (Form 990 or 990-EZ) 2009

Part III Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I.)

Section A. Public Support

Calendar year (or fiscal year beginning in)

(a)2005

(b)2006

(d)2008

(e)2009

(f)Total

Gifts, grants, contributions, and membership fees received.(Do not include any"unusual grants.")

Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose

Gross receipts from activities that are not an unrelated trade or business under section 513

Tax revenues levied for the organization's benefit and either paid to or expended on its behalf

The value of services or facilities furnished by a governmental unit to the organization without charge

Total.Add lines 1 through 5

7.a Amounts included on lines 1,2,and 3received from disqualified persons

b Amounts included on lines 2and 3received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year

c Add lines 7a and 7b

Public support(Subtract line 7c from line 6)

Calendar year (or fiscal year beginning in)

(a)2005

(b)2006

(d)2008

(e)2009

(f)Total

9Amounts from line 6

10aGross income from interest, dividends, payments received on securities loans,rents,royalties and income from similar sources

bUnrelated business taxable income(less section 511 taxes)from businesses acquired after June 30,1975

cAdd lines 10a and 10b

11Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on

12Other incomeDo not include gain or loss from the sale of capital assets(Explain in Part IV)

13Total support(Add lines 9,10c,11,and 12)

14First five years.If the Form 990 is for the organization's first,second,third,fourth,or fifth tax year as a section 501(c)(3)organization,

▶

Section C. Computation of Public Support Percentage

15 Public support percentage for 2009 (line8, column(f) divided by line13, column(f))

16 Public support percentage from 2008 Schedule A, Part III, line15

Section D. Computation of Investment Income Percentage

19a 33 1/3% support tests-2009.If the organization did not check the box on line 14,and line 15 is more than 33 1/3%,and line 17 is not more than 33 1/3%,check this box and stop here.The organization qualifies as a publicly supported organization▼

b 33 1/3% support tests-2008.If the organization did not check a box on line 14 or line 19a,and line 16 is more than 33 1/3%,and line 18 is not more than 33 1/3%,check this box and stop here.The organization qualifies as a publicly supported organization▼

20 Private foundation.If the organization did not check a box on line 14,19a,or 19b,check this box and see instructions▼

Schedule A (Form 990 or 990-EZ) 2009

<tr><th colspan="7">Name of the organization H.M. RILEY TR FOR WATCH TOWER BIBLE COMERICA BANK, TRUSTEE

Part I

General Information on Grants and Assistance

1 Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and the selection criteria used to award the grants or assistance? Yes No

2 Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 21, for any recipient that received more than 5,000 Check this box if no one recipient received more than5,000 Use Part IV and Schedule I-1 (Form 990) if additional space is needed

1(a) Name and address of organization or government

(b) EIN

(d) Amount of cash grant

(e) Amount of non-cash assistance

(f) Method of valuation (book, FMV, appraisal, other)

(g) Description of non-cash assistance

(h) Purpose of grant or assistance

WATCH TOWER BIBLE 124 COLUMBIA HEIGHTS BROOKLYN, NY 11201

501(c)(3)

1125342.00

0.00

SUPPORT OF WATCH TOWER BIBLE & TRACT SOCIETY

3 Enter total number of other organizations

LHA For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.

Schedule I (Form 990) 2009 Part III Grants and Other Assistance to Individuals in the United States.

Complete if the organization answered "Yes" to Form 990, Part IV, line 22 Use Part IV and Schedule I-1 (Form 990) if additional space is needed.

SCHEDULE O(Form 990)Department of the TreasuryInternal Revenue Service

Supplemental Information to Form 990Complete to provide information for responses to specific questions onForm 990 or to provide any additional information.▲Attach to Form 990.

OMB No 1545-00472009Open to PublicInspection

Name of the organization

H.M.RILEY TR FOR WATCH TOWER BIBLECOMERICA BANK, TRUSTEE

Employer identification number38-6043103

Form 990, Part VI, Section C, Line 18: RETURNS WILL BE MADE AVAILABE TO THE PUBLIC UPON REQUEST BY MAIL OR TELEPHONE

Form 990, Part VI, Section C, Line 19: THE FOUNDATION WILL MAKE THE TAX RETURNS AVAILABLE TO THE PUBLIC UPON REQUEST BY MAIL OR TELEPHONE.

Form 990, Part VII Contact Addresses for Officers, Directors, Etc: COMERICA BANK - P.O. BOX 75000 M/C 3302, DETROIT, MI 48275

H.M. RILEY TR FOR WATCH TOWER BIBLE COME

38-6043103

Footnotes

Statement

NET ROYALTY INCOME

ROYALTY INCOME

1,217,626.00

EXPENSES：

DEPLETION

182,644.00

TRUSTEE FEE

29,114.00

PROPERTY TAX

56,060.00

ACCOUNTING

156.00

NET ROYALTY INCOME

949,652.00

ACCT 9046 1045001628

FROM 05/01/2009

TO 04/30/2010

COMERICA BANK STATEMENT OF CAPITAL GAINS AND LOSSES RILEY, HENRIETTA, TRUSTEE U/W

PAGE 54

RUN 05/17/2010

01:39:01 PM

TRUST YEAR ENDING 04/30/2010

TAX PREPARER 3791

TRUST ADMINISTRATOR· 591

INVESTMENT OFFICER: 5204

<tr><th>PROPERTY DESCRIPTION

DATE

SALES PRICE

COST BASIS

GAIN/LOSS

TERM

50.0000 AGCO CORP - 001084102 - MINOR = 3100

SOLD

06/02/2009

1533 46

ACQ

50 0000

04/24/2009

1533 46

1301 86

231.60

360 0000 AGCO CORP - 001084102 - MINOR = 3100

SOLD

11/23/2009

10586 54

ACQ

360 0000

04/24/2009

10586 54

9373 39

1213 15

100 0000 AGL RESOURCES - 001204106 - MINOR = 50

SOLD

06/02/2009

2989.92

ACQ

100 0000

03/21/2003

2989.92

2324.00

665 92

LT15

150 0000 AGL RESOURCES - 001204106 - MINOR = 50

SOLD

12/17/2009

5466 48

ACQ

150.0000

03/21/2003

5466 48

3486.00

1980.48

LT15

900 0000 AT&T INC - 00206R102 - MINOR = 3100

SOLD

07/14/2009

20978 46

ACQ

650 0000

05/30/2008

15151 11

26097 50

-10946.39

LT15

250 0000

06/02/2009

5827.35

6191 83

-364.48

50.0000 AUTOMATIC DATA PROCESSING INC - 053015103 - MINOR = 3100

SOLD

06/02/2009

1919.95

ACQ

50 0000

11/02/2007

1919.95

2408 00

-488.05

LT15

550 0000 AUTOMATIC DATA PROCESSING INC - 053015103 - MINOR = 3100

SOLD

07/14/2009

18623 90

ACQ

550 0000

11/02/2007

18623 90

26488 00

-7864 10

LT15

50000.0000 BARCLAYS BK PLC NT DTD

12/10/1999 - 06738CAD1 - MINOR = 47

SOLD

12/15/2009

50000 00

ACQ

50000 0000

08/10/2000

50000 00

49783 50

216 50

LT15

200 0000 BROADCOM CORP - 111320107 - MINOR = 50

SOLD

06/02/2009

5312 16

ACQ

200 0000

12/24/2008

5312 16

3382.00

1930 16

150 0000 BROADCOM CORP - 111320107 - MINOR = 50

SOLD

12/17/2009

4680 28

ACQ

150 0000

12/24/2008

4680 28

2536 50

2143 78

335 0000 BROADCOM CORP - 111320107 - MINOR = 50

SOLD

02/23/2010

10277.67

ACQ

335 0000

12/24/2008

10277.67

5664 85

4612 82

LT15

910.0000 CHESAPEAKE ENERGY CORP - 165167107 - MINOR = 3100

SOLD

07/14/2009

16616.53

ACQ

410.0000

06/16/2008

7486 57

25018.20

-17531 63

LT15

500.0000

06/02/2009

9129 96

12129.45

-2999 49

50 0000 COCA-COLA CO DELAWARE COMMON STOCK - 191216100 - MINOR = 3100

SOLD

06/02/2009

2486 93

ACQ

50 0000

11/02/2007

2486 93

3038.50

-551.57

LT15

50 0000 COCA-COLA CO DELAWARE COMMON STOCK - 191216100 - MINOR = 3100

SOLD

12/17/2009

2849 42

ACQ

50.0000

11/02/2007

2849.42

3038.50

-189.08

LT15

50 0000 CONOCOPHILLIPS COM - 20825C104 - MINOR = 50

SOLD

12/17/2009

2509.43

ACQ

50.0000

06/08/2004

2509.43

1908 25

601 18

LT15

400 0000 CUMMINS ENGINE INC - 231021106 - MINOR = 50

SOLD

05/20/2009

13478 89

ACQ

400 0000

11/29/2007

13478.89

23484 70

-10005 81

LT15

50 0000 DREAMWORKS ANIMATION SKG A - 26153C103 - MINOR = 3100

SOLD

06/02/2009

1464 46

ACQ

50 0000

05/20/2009

1464 46

1280 29

184 17

200 0000 DREAMWORKS ANIMATION SKG A - 26153C103 - MINOR = 3100

SOLD

12/17/2009

7861.79

ACQ

200 0000

05/20/2009

7861.79

5121 14

2740 65

120 0000 DUN & BRADSTREET CORP - 26483E100 - MINOR = 3100

SOLD

02/23/2010

8424 84

ACQ

120 0000

04/24/2009

8424 84

9637 03

-1212 19

250 0000 EBAY INC - 278642103 - MINOR = 50

SOLD

12/17/2009

5675 85

ACQ

200.0000

05/20/2009

4540.68

3581 52

959 16

50.0000

06/02/2009

1135 17

904 00

231 17

960 0000 EBAY INC - 278642103 - MINOR = 50

SOLD

02/23/2010

21849 32

ACQ

960 0000

05/20/2009

21849 32

17191.29

4658 03

50.0000 ELECTRONIC ARTS - 285512109 - MINOR = 50

SOLD

06/02/2009

1164 47

ACQ

50 0000

04/24/2009

1164 47

987 74

176.73

950 0000 ELECTRONIC ARTS - 285512109 - MINOR = 50

SOLD

08/26/2009

17952.16

ACQ

950 0000

04/24/2009

17952.16

18766 96

-814 80

100 0000 FEDERATED INVESTORS INC CL B - 314211103 - MINOR = 3505

SOLD

06/02/2009

2643.94

ACQ

100 0000

03/11/2009

2643.94

1839 98

803 96

875 0000 FEDERATED INVESTORS INC CL B - 314211103 - MINOR = 3505

SOLD

04/06/2010

23379 43

ACQ

540 0000

12/24/2008

14428 45

8968 70

5459 75

LT15

335 0000

03/11/2009

8950 98

6163 93

2787 05

LT15

230 0000 FLUOR CORP - 343412102 - MINOR = 50

SOLD

10/20/2009

11612 47

ACQ

130 0000

04/18/2006

6563 57

5787 60

775 97

LT15

100 0000

10/12/2007

5048 90

8006 50

-2957 60

LT15

ACCT 9046 1045001628

FROM 05/01/2009

TO 04/30/2010

PAGE 55

COMERICA BANK STATEMENT OF CAPITAL GAINS AND LOSSES RILEY, HENRIETTA, TRUSTEE U/W

TRUST YEAR ENDING 04/30/2010

RUN 05/17/2010

01 39.01 PM ACCT 9046 1045001628

FROM 05/01/2009

TO 04/30/2010

COMERICA BANK STATEMENT OF CAPITAL GAINS AND LOSSES RILEY, HENRIETTA, TRUSTEE U/W

PAGE 56

TRUST YEAR ENDING 04/30/2010

RUN 05/17/2010

01:39:01 PM

<tr><th>PROPERTY DESCRIPTION

DATE

SALES PRICE

COST BASIS

GAIN/LOSS

TERM

260 0000 MONSANTO CO - 61166W101 - MINOR = 50

11/23/2009

20801 38

SOLD

03/11/2009

16801.11

16440 02

361 09

ACQ

210 0000

06/02/2009

4000 27

4083.00

-82 73

50 0000

06/02/2009

760 0000 MYLAN LABS INC - 628530107 - MINOR = 3100

07/31/2009

10031 74

SOLD

02/12/2009

10031 74

8905.00

1126 74

ACQ

760 0000

02/12/2009

300 0000 MYLAN LABS INC - 628530107 - MINOR = 3100

12/17/2009

5517.63

SOLD

02/12/2009

5517 63

3515.13

2002 50

ACQ

300 0000

02/12/2009

200 0000 NYSE EURONEXT - 629491101 - MINOR = 50

06/02/2009

6100 58

SOLD

04/24/2009

6100 58

4696 00

1404.58

ACQ

200 0000

04/24/2009

300 0000 NETAPP INC - 64110D104 - MINOR = 50

12/17/2009

10134 54

SOLD

08/26/2009

10134 54

6657 33

3477.21

ACQ

300.0000

08/26/2009

660 0000 NICOR INC - 654086107 - MINOR = 50

10/21/2009

25305 20

SOLD

08/19/2008

21471 08

24880 36

-3409 28

LT15

100.0000

06/02/2009

3834 12

3278 21

555 91

150 0000 NIKE INC CL B - 654106103 - MINOR = 50

06/02/2009

8836 50

SOLD

08/29/2007

8836 50

8183.45

653.05

LT15

ACQ

150 0000

08/29/2007

50 0000 OCCIDENTAL PETROLEUM CORP - 674599105 - MINOR = 50

12/17/2009

3923 89

SOLD

06/16/2008

3923 89

4488 49

-564 60

LT15

ACQ

50.0000

06/16/2008

1150 0000 ORACLE CORPORATION - 68389X105 - MINOR = 50

06/02/2009

23265 97

SOLD

06/21/2001

20231 28

17980 00

2251 28

LT15

150 0000

04/17/2003

3034 69

1792 50

1242 19

LT15

585 0000 ORACLE CORPORATION - 68389X105 - MINOR = 50

10/21/2009

12986 66

SOLD

03/25/2003

6659 83

3471 00

3188 83

LT15

50 0000

04/17/2003

1109 97

597 50

512 47

LT15

235.0000

08/24/2004

5216 86

2434 60

2782 26

LT15

50 0000 ORACLE CORPORATION - 68389X105 - MINOR = 50

12/17/2009

1145 97

SOLD

08/24/2004

1145 97

518 00

627 97

LT15

ACQ

50 0000

08/24/2004

350 0000 PENNEY J C INC - 708160106 - MINOR = 3100

01/27/2010

8794 27

SOLD

07/31/2009

8794 27

10395 00

-1600 73

ACQ

350 0000

07/31/2009

50 0000 PROCTER & GAMBLE CO - 742718109 - MINOR = 50

06/02/2009

2687 43

SOLD

02/24/2005

2687 43

2694 50

-7 07

LT15

425 0000 PROCTER & GAMBLE CO - 742718109 - MINOR = 50

08/26/2009

22741 16

SOLD

02/24/2005

22741 16

22903 25

-162 09

LT15

50 0000 RAYTHEON COMPANY - 755111507 - MINOR = 3100

12/17/2009

2626 93

SOLD

11/29/2007

2626 93

3097 31

-470 38

LT15

50 0000 SCHLUMBERGER LTD - 806857108 - MINOR = 54

06/02/2009

2969 00

SOLD

04/24/2009

2969 00

2500.80

468 20

50 0000 SCHLUMBERGER LTD - 806857108 - MINOR = 54

12/17/2009

3145.00

SOLD

04/24/2009

3145.00

2500.81

644 19

250 0000 SEACOR HOLDINGS INC - 811904101 - MINOR = 50

01/27/2010

17739.74

SOLD

12/08/2006

10643.84

14502.35

-3858 51

LT15

100.0000

06/02/2009

7095.90

7914.40

-818 50

650.0000 SOUTHERN CO - 842587107 - MINOR = 50

05/20/2009

17885.33

SOLD

08/19/2008

17885.33

24447 87

-6562 54

150 0000 STRYKER CORP - 863667101 - MINOR = 3100

12/17/2009

7599 21

SOLD

06/02/2000

2533 07

947.19

1585 88

LT15

100.0000

08/09/2000

5066 14

2300.62

2765 52

LT15

50 0000 3M CO - 88579Y101 - MINOR = 3100

12/17/2009

4033 89

SOLD

07/31/2009

4033 89

3556 03

477 86

100 0000 TRAVELERS COS INC - 89417E109 - MINOR = 50

12/17/2009

4852 14

SOLD

04/24/2009

2426 07

1961 29

464 78

100.0000

06/02/2009

2426 07

2152 50

273.57

385 0000 US BANCORP - 902973304 - MINOR = 50

06/02/2009

6980.45

SOLD

06/02/2009

6980.45

9143 75

-2163 30

107.17/2009

4366.42

200 0000 US BANCORP - 902973304 - MINOR = 50

12/17/2009

4366.42

2409 70

1956 72

SOLD

03/11/2009

4366.42

50000 WAL-MART STORES INC NOTE 4% 01/15/2010 - 931142BX0 - MINOR = 45

01/15/2010

50000 00

SOLD

06/14/2005

50000.00

49361.00

639.00

LT15

ACCT 9046 1045001628

FROM 05/01/2009

TO 04/30/2010

PAGE 57

COMERICA BANK STATEMENT OF CAPITAL GAINS AND LOSSES RILEY, HENRIETTA, TRUSTEE U/W

TRUST YEAR ENDING 04/30/2010

RUN 05/17/2010

01:39:01 PM

<tr><th>PROPERTY DESCRIPTION

DATE

SALES PRICE

COST BASIS

GAIN/LOSS

TERM

625 0000 WATERS CORP - 941848103 - MINOR = 50

SOLD

05/20/2009

28394 83

ACQ

625.0000

08/03/2005

28394 83

28093 75

301 08

LT15

250 0000 XTO ENERGY INC - 98385X106 - MINOR = 50

12/23/2009

11737 22

SOLD

10/21/2009

11737 22

11326 75

410 47

ACQ

250.0000

10/21/2009

11737 22

50 0000 CHECK POINT SOFTWARE TECH - M22465104 - MINOR = 54

12/17/2009

1646 50

SOLD

08/26/2009

1646 50

1409.46

237 04

TOTALS

1100967 37

1120806.16

Account Number 1045001628

Statement Period May 01,2009 Through April 30,2010

Investment Portfolio Summary

Tax Cost

Market Value

Percent

CASH AND EQUIVALENTS

312,952 22

98%

EQUITIES

643,758 20

811,618 69

255%

EQUITIES-OTHER

477,013 78

673,093 18

212%

FIXED INCOME

1,262,004 25

1,329,567 00

419%

FIXED INCOME-OTHER

50,000 00

52,182 93

16%

OTHER ASSETS

00%

Total

2,745,731 45

3,179,417 02

1000%

Investment Detail

Description

Total Market/Total Cost

Market Price/Cost Price

Est Annual Inc./Unreal Gain/Loss

Current Yield

Income Cash And EquivalentsCash

0.00

INCOME CASH

0.00

**Total Cash

Sub-Total

0.00

Short Term InvestmentsGOLDMAN SACHS FS MMF AD SH

3,507 233,507 23

1 001 00

0 35

0 01

**Total Short Term Investments

Sub-Total

3,507.233,507.23

0.350.00

0.01

3,507.233,507.23

0.350.00

0.01

*Total Income Cash And Equivalents

3,507.233,507.23

0.350.00

0.01

Principal Cash And EquivalentsCash

0.00

PRINCIPAL CASH

0.00

**Total Cash

Sub-Total

0.00

Short Term InvestmentsGOLDMAN SACHS FS MMF AD SH

309,444 99309,444 99

1 001 00

30 94

0 01

**Total Short Term Investments

Sub-Total

309,444.99309,444.99

30.940.00

0.01

309,444.99309,444.99

30.940.00

0.01

*Total Principal Cash And Equivalents

309,444.99309,444.99

30.940.00

0.01

Account Statement

Account Number 1045001628

Statement Period May 01,2009 Through April 30,2010

Investment Detail (Continued)

Equity Diversification Summary

Industry Sector

Market Value

Percent

CONSUMER DISCRETIONARY

86,581.00

107%

CONSUMER STAPLES

92,980.35

115%

ENERGY

87,415.15

108%

FINANCIALS

113,880.70

140%

HEALTHCARE

126,546.75

156%

INDUSTRIALS

67,806.75

83%

INFORMATION TECHNOLOGY

182,985.54

225%

MATERIALS

10,655.20

13%

TELECOMMUNICATION SERVICES

20,049.00

25%

UTILITIES

22,718.25

28%

Total

811,618.69

1000%

Description

Ticker

Total Market/Total Cost

Market Price/Cost Price

Est Annual Inc/Unreal Gain/Loss

Current Yield

Equities

Consumer Discretionary

AUTOZONE INC

AZO

135 000

24,976 35

185 01

20,784 16

153 96

4,192 19

DREAMWORKS ANIMATION SKG A

DWA

565 000

22,436 15

39 71

14,467 22

25 61

7,968 93

NIKE INC CL B

NKE

350 000

26,568 50

75 91

378 00

1 42

19,094 70

54 56

7,473 80

ROSS STORES INC

ROST

225 000

12,600 00

56 00

144 00

1 14

10,230 25

45 47

2,369 75

**Total Consumer Discretionary

Sub-Total

86,581.00

522.00

0 60

64,576.33

22,004.67

Consumer Staples

COCA COLA CO

375 000

20,043 75

53 45

660 00

3 29

22,788 75

60 77

2,745 00-

COLGATE PALMOLIVE CO

135 000

11,353 50

84 10

286 20

2 52

9,885 60

73 23

1,467 90

GENERAL MILLS INC

GIS

330 000

23,482 80

71 16

646 80

2 75

19,256 62

58 35

4,226 18

PHILIP MORRIS INTL INC

445 000

21,840 60

49 08

1,032 40

4 73

20,813 05

46 77

1,027 55

TYSON FOODS INC CLASS A

TSN

830 000

16,259 70

19 59

132 80

0 82

10,037 10

12 09

6,222 60

**Total Consumer Staples

Sub-Total

92,980.35

2,758.20

2.97

82,781.12

10,199.23

Account Number 1045001628 Statement Period May 01, 2009 Through April 30, 2010

Investment Detail (Continued)

Description

Ticker

Total Market/Total Cost

Market Price/Cost Price

Est Annual Inc/Unreal Gain/Loss

Current Yield

Energy

ANADARKO PETE CORP

APC

335 000

20,823 60

62 16

120 60

0.58

21,836 69

65 18

1,013 09-

CONOCOPHILLIPS

COP

425 000

25,155 75

59 19

935 00

3.72

17,769 97

41 81

7,385 78

DIAMOND OFFSHORE DRILLING INC

210 000

16,611 00

79 10

105 00

0.63

19,973 48

95 11

3,362 48-

OCCIDENTAL PETROLEUM CORP

OXY

280 000

24,824 80

88 66

369 60

1.49

24,132 58

86 19

692 22

** Total Energy

Sub-Total

87,415.16

1,630 20

1.75

83,712.72

3,702.43

Financials

FRANKLIN RES INC

BEN

95 000

10,985 80

115 64

83 60

0.76

10,777 75

113 45

208 05

HARTFORD FINL SVCS GROUP INC

HIG

370 000

10,570 90

28 57

74 00

0.70

10,649 31

28 78

78 41-

ITT EDUCATIONAL SERVICES INC

ESI

205 000

20,731 65

101 13

18,518 30

90 33

2,213 35

NYSE EURONEXT

NYX

705 000

23,004 15

32 63

846 00

3.68

14,317 39

20 31

8,686 76

TRAVELERS COS INC

TRV

430 000

21,818 20

50 74

619 20

2.84

16,867 05

39 23

4,951 15

US BANCORP

USB

1,000 000

26,770 00

26 77

200 00

0.75

12,048 50

12 05

14,721 50

** Total Financials

Sub-Total

113,880.70

1,822.80

1.60

83,178.30

30,702.40

Healthcare

CVS/CAREMARK CORP

CVS

590 000

21,782 80

36 92

206 50

0.95

19,970 03

33 85

1,812 77

GILEAD SCIENCES INC

GILD

500 000

19,855 00

39 71

12,400 00

24 80

7,455 00

JOHNSON & JOHNSON

JNJ

300 000

19,290 00

64 30

648 00

3.36

12,845 62

42 82

6,444 38

LABORATORY CORP OF AMER HLDGS

250 000

19,642 50

78 57

6,971 05

27 88

12,671 45

MYLAN LABS INC

MYL

1,045 000

23,000 45

22 01

250 80

1.09

16,923 41

16 19

6,077 04

STRYKER CORP

SYK

400 000

22,976 00

57 44

240 00

1.04

8,630 31

21 58

14,345 69

** Total Healthcare

Sub-Total

126,546.75

1,345.30

1.06

Account Statement

Account Number 1045001628

Statement Period May 01,2009 Through April 30,2010

Investment Detail (Continued)

Description

Ticker

Total Market/Total Cost

Market Price/Cost Price

Est Annual Inc/Unreal Gain/Loss

Current Yield

Industrials

CATERPILLAR INC

CAT

165 000

11,234 85

68 09

277 20

10,757 57

65 20

477 28

GRAINGER W.W INC

GWW

210 000

23,213 40

110 54

453 60

20,662 85

98 39

2,550 55

STERICYCLE INC

SRCL

190 000

11,191 00

58 90

10,288 29

54 15

902 71

3M CO

MMM

250 000

22,167 50

88 67

525 00

17,780.15

71 12

4,387 35

** Total Industrials

Sub-Total

67,806.75

1,255.80

1.85

59,488.86

8,317.89

Information Technology

BROADCOM CORP CL A

BRCM

340 000

11,730 00

34 50

108 80

0.93

5,749 40

16 91

5,980 60

EMC CORP

EMC

650 000

12,356 50

19 01

11,633 31

17 90

723 19

INTEL CORP

INTC

975 000

22,269 00

22 84

614 25

22,465 55

23 04

196 55-

IBM CORP

IBM

160 000

20,640 00

129 00

416 00

18,318 40

114 49

2,321 60

INTUIT INC

INTU

705 000

25,513 95

36 19

18,390 49

26 09

7,123 46

MICROSOFT CORP

MSFT

740 000

22,595 90

30 54

384 80

21,075 20

28 48

1,520 70

NETAPP INC

NTAP

640 000

22,188 80

34 67

14,202 31

22 19

7,986 49

ORACLE CORPORATION

ORCL

865 000

22,375 39

25 87

173 00

14,319 33

16 55

8,056 06

RAYTHEON COMPANY

RTN

400 000

23,316 00

58 29

600 00

23,096 68

57 74

219 32

** Total Information Technology

Sub-Total

182,985.64

2,296.85

1.26

149,250.67

33,734.87

Materials

NEWMONT MNG CORP

NEM

190 000

10,655 20

56 08

76 00

10,138 48

53 36

516 72

** Total Materials

Sub-Total

10,655.20

76.00

0.71

10,138.48

516.72

Telecommunication Services

CHINA MOBILE HONG KONG LTD SPONSORED ADR

CHL

410 000

20,049 00

48 90

667 07

19,528 30

47 63

520 70

** Total Telecommunication Services

Sub-Total

20,049.00

667.07

3.33

19,528.30

520.70

Account Statement

Account Number 1045001628

Statement Period May 01,2009 Through April 30,2010

Investment Detail (Continued)

Description

Ticker

Total Market/Total Cost

Market Price/Cost Price

Est Annual Inc / Unreal Gain/Loss

Current Yield

Utilities

AGL RESOURCES

AGL

575 000

22,718 2513,363.00

39 5123 24

1,012 009,355 25

4 45

** Total Utilities

Sub-Total

22,718.2513,363.00

1,012.009,355.25

4 45

Total Equities

811,618.69643,758.20

13,286 22167,860.49

1.64

Equities - Other Foreign Stock

SCHLUMBERGER LTD

SLB

320 000

22,854 4016,005 15

71 4250 02

268 806,849 25

1 18

CHECK POINT SOFTWARE TECH ADR

CHKP

320 000

11,398 409,020 54

35 6228 19

</2,377 86

** Total Foreign Stock

Sub-Total

34,252.8025,025.69

268.809,227.11

0.78

Mutual Funds

ISHARES MSCI EMERGING MKT INDEX

EEM

1,650 000

69,382 5056,774.68

42 0534 41

960 3012,607 82

1 38

ISHARES MSCI EAFE INDEX FD

EFA

2,475 000

134,664 75118,395 25

54 4147 84

3,566 4816,269 50

2 65

ISHARES S&P SM CAP 600 INDEX FD

IJR

1,275 000

80,210 2541,345 36

62 9132 43

684 6838,864 89

0 85

ISHARES S&P SM CAP 600 VALUE

IJS

1,200 000

82,056 0058,974 00

68 3849 15

979 2023,082 00

1 19

ISHARES S&P GLOBAL MATERIALS

MXI

170 000

10,516 1810,403 51

61 8661 20

77 52112 67

0 74

SPDR KBW BANK ETF

KBE

900 000

24,894 0020,781 69

27 6623 09

222 304,112 31

0 89

SPDR S&P MIDCAP 400 ETF TR UNIT SER 1 STANDARD & POORS DEP RCPT

MDY

1,590 000

237,116 70145,313 60

149 1391 39

2,650 5391,803 10

1 12

** Total Mutual Funds

Sub-Total

638,840.38451,988.09

9,141.01186,852.29

1.43

Total Equities - Other

673,093.18477,013.78

9,409.81196,079.40

1.40

Account Statement

Statement Period May 01, 2009 Through April 30, 2010

Investment Detail (Continued)

Bond Quality Summary

S&P Quality Rating

Market Value

Percent

AAA

213,243.50

16.0%

53,798.00

4.0%

AA-

157,542.00

11.9%

A+

318,474.50

24.0%

530,062.00

39.9%

A-

56,447.00

4.2%

Total

1,329,567.00

100.0%

Bond Maturity Summary

Years To Maturity

Par Value

Percent

LESS THAN 5 YEARS

950,000.00

76.0%

5-10 YEARS

300,000.00

24.0%

Total

1,250,000.00

100.0%

Average Time To Maturity: 3.8 Years

Current Yield: 4.19%

Description

Rating

Par Value

Total Market/Total Cost

Market Price/Cost Price

Est Annual Inc/Unreal Gain/Loss

Yield Current/Maturity

Fixed Income

U S Federal Agencies

FEDERAL HOME LN BKS 7%08/15/2014

AAA

50,000 000

59,453 0050,087 50

118 91100 18

3,500 009,365 50

5 892 06

**Total U S Federal Agencies

Sub-Total

59,453.0050,087.50

3,500.009,365.50

5.89

Corporate Bonds

AT&T INC 495%01/15/2013

50,000 000

53,932 5050,636 50

107 87101 27

2,475 003,296 00

4 591 73

Investment Detail (Continued)

<tr><th>Description

Rating

Par Value

Total Market/ Total Cost

Market Price/ Cost Price

Est Annual Inc / Unreal Gain / Loss

Yield Current/ Maturity

Corporate Bonds

CISCO SYS INC 2 9% 11/17/2014

A+

100,000 000

101,962 00

101 96

2,900 00

2 84

101,740 00

101 74

222 00

2 25

CITIGROUP INC 5 125% 02/14/2011

50,000 000

51,230 50

102 46

2,562 50

5 00

49,447 00

98 89

1,783 50

2 16

GOLDMAN SACHS GROUP INC 5 7% 09/01/2012

50,000 000

53,136 50

106 27

2,850 00

5 36

50,712 50

101 43

2,424 00

3 61

HEWLETT PACKARD CO 5 25% 03/01/2012

50,000 000

53,633 50

107 27

2,625 00

4 89

50,122 00

100 24

3,511 50

1 15

IBM CORP NT 2 1% 05/06/2013

A+

50,000 000

50,540 00

101 08

1,050 00

2 08

50,380 50

100 76

159 50

1 52

JPMORGAN CHASE & CO FDIC GTD TLG 2 125% 06/22/2012

AAA

50,000 000

51,042 50

102 09

1,062 50

2 08

50,128 75

100 26

913 75

1 08

LOWES COS INC 5% 10/15/2015

50,000 000

55,181 50

110 36

2,500 00

4 53

50,545 00

101 09

4,636 50

2 68

MERCK & CO INC 4% 06/30/2015

AA-

100,000 000

105,743 00

105 74

4,000 00

3 78

105,044 00

105 04

699 00

2 59

MICROSOFT CORP 2 95% 06/01/2014

AAA

100,000 000

102,748 00

102 75

2,950 00

2 87

101,758 00

101 76

990 00

1 94

MORGAN STANLEY 5 05% 01/21/2011

50,000 000

51,275 50

102 55

2,525 00

4 92

49,750 00

99 50

1,525 50

1 79

NATIONSBANK CORP SUB NTS 7 75% 08/15/2015

A-

50,000 000

56,447 00

…

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