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Exhibit 25.2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ___X___
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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
22-2382028
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
802 DELAWARE AVENUE
WILMINGTON, DE 19801
(Address of principal executive offices) (Zip Code)
ANDREW T. SEMMELMAN
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
COUNSEL
802 DELAWARE AVENUE
WILMINGTON, DELAWARE 19801
TEL: (302) 758-2660
(Name, address and telephone number of agent for service)
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UBS AMERICAS INC.
(Exact name of obligor as specified in its charter)
DELAWARE 06-1595848
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
677 WASHINGTON BOULEVARD
STAMFORD, CONNECTICUT 06901
(Address of principal executive offices) (Zip Code)
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(SEE ATTACHED SCHEDULE)
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SUBORDINATED DEBT SECURITIES
(Title of the indenture securities)
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GENERAL
ITEM 1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
Comptroller of the Currency, Washington, D.C.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
ITEM 16. LIST OF EXHIBITS
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect.
2. A copy of the Certificate of Authority of the Trustee to commence
business. Also included are letters dated August 16, 1996 from
the Comptroller of the Currency authorizing the exercise of
fiduciary powers by the Trustee.
3. The Authorization of the Trustee to exercise corporate trust
powers. As contained in Exhibit 2
4. A copy of the By-Laws of the Trustee as now in effect.
5. Not applicable
6. The Trustee's consent required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising
or examining authority.
8. Not applicable
9. Not applicable
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Chase Manhattan Bank USA, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 28th day of
December, 2000.
CHASE MANHATTAN USA,
NATIONAL ASSOCIATION
By /s/ John J. Cashin
----------------------------
Name: John J. Cashin
Title: Vice President
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EXHIBIT 1
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
CHARTER NO. 23160
ARTICLES OF ASSOCIATION
For the purpose of organizing an Association to perform any lawful activities of
national banks, the undersigned do enter into the following Articles of
Association:
FIRST. The title of this Association shall be Chase Manhattan Bank USA, National
Association (the "Association").
SECOND. The main office of the Association shall be in Newark, County of New
Castle, State of Delaware. The general business of the Association shall be
conducted at its main office and its branches.
THIRD. The board of directors of this Association shall consist of not less than
five nor more than twenty-five persons, the exact number to be fixed and
determined from time to time by resolution of a majority of the full board of
directors or by resolution of a majority of the shareholders at any annual or
special meeting thereof. Each director, during the full term of his
directorship, shall own common or preferred stock of the Association or of a
holding company owning the Association, with an aggregate par, fair market or
equity value of not less than $1,000. Any vacancy in the board of directors may
be filled by action of the shareholders or a majority of the remaining
directors.
Terms of directors, including directors selected to fill vacancies, shall expire
at the next regular meeting of shareholders at which directors are elected,
unless the directors resign or are removed from office.
Despite the expiration of a director's term, the director shall continue to
serve until his or her successor is elected and qualifies or until there is a
decrease in the number of directors and his or her position is eliminated.
Honorary or advisory members of the board of directors, without voting power or
power of final decision in matters concerning the business of the Association,
may be appointed by resolution of a majority of the full board of directors, or
by resolution of shareholders at any annual or special meeting. Honorary or
advisory directors shall not be counted to determine the number of directors of
the Association or the presence of a quorum in connection with any board action,
and shall not be required to own qualifying shares.
FOURTH. There shall be an annual meeting of the shareholders to elect directors
and transact whatever other business may be brought before the meeting. It shall
be held at the main office or any other convenient place the board of directors
may designate, on the day of each year specified therefore in the bylaws, or if
that day falls on a legal holiday in the state in which the Association is
located, on the next following banking day. If no election is held on the day
fixed or in event of a legal holiday, on the following banking day, an election
may be held on any subsequent day within 60 days of the day fixed, to be
designated by the board of directors, or, if the directors fail to fix the day,
by shareholders representing two-thirds of the shares issued and outstanding. In
all cases at least 10 days advance notice of the meeting shall be given to the
shareholders by first class mail.
In all elections of directors, the number of votes each common shareholder may
cast will be determined by multiplying the number of shares he or she owns by
the number of directors to be elected. Those votes may be cumulated and cast for
a single candidate or may be distributed among two or more candidates in the
manner selected by the shareholder. On all other questions, each common
shareholder shall be entitled to one vote for each share of stock held by him or
her.
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A director may resign at any time by delivering written notice to the board of
directors, its Chairperson, or to the Association, which resignation shall be
effective when the notice is delivered unless the notice specifies a later
effective date.
A director may be removed by shareholders at a meeting called to remove him or
her, when notice of the meeting stating that the purpose or one of the purposes
is to remove him or her is provided, if there is a failure to fulfill one of the
affirmative requirements for qualification, or for cause, provided, however,
that a director may not be removed if the number of votes sufficient to elect
him or her under cumulative voting is voted against his or her removal.
FIFTH. The authorized amount of capital stock of this Association shall be
417,000 shares of common stock of the par value of One Hundred dollars
($100.00) each; but said capital stock may be increased or decreased from time
to time, according to the provisions of the laws of the United States.
No holder of shares of the capital stock of any class of the Association shall
have any preemptive or preferential right of subscription to any shares of any
class of stock of the Association, whether now or hereafter authorized, or to
any obligations convertible into stock of the Association, issued, or sold, nor
any right of subscription to any thereof other than such, if any, as the board
of directors, in its discretion may from time to time determine and at such
price as the board of directors may from time to time fix.
Unless otherwise specified in the Articles of Association or required by law,
(1) all matters requiring shareholder action, including amendments to the
Articles of Association, must be approved by shareholders owning a majority
voting interest in the outstanding voting stock, and (2) each shareholder shall
be entitled to one vote per share.
The Association, at any time and from time to time, may authorize and issue
debt obligations, whether or not subordinated, without the approval of the
shareholders.
SIXTH. The board of directors shall appoint one of its members President of
this Association, and one of its members Chairperson of the board and shall have
the power to appoint one or more Vice Presidents, a Secretary who shall keep
minutes of the directors' and shareholders' meetings and be responsible for
authenticating the records of the Association, and such other officers and
employees as may be required to transact the business of this Association. A
duly appointed officer may appoint one or more officers or assistant officers if
authorized by the board of directors in accordance with the bylaws.
The board of directors shall have the power to:
(1) Define the duties of the officers, employees, and agents of the
Association.
(2) Delegate the performance of its duties, but not the responsibility for its
duties, to the officers, employees, and agents of the Association.
(3) Fix the compensation and enter into employment contracts with its officers
and employees upon reasonable terms and conditions consistent with
applicable law.
(4) Dismiss officers and employees.
(5) Require bonds from officers and employees and to fix the penalty thereof.
(6) Ratify written policies authorized by the Association's management or
committees of the board.
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(7) Regulate the manner in which any increase or decrease of the capital of the
Association shall be made, provided that nothing herein shall restrict the
power of shareholders to increase or decrease the capital of the
Association in accordance with law.
(8) Manage and administer the business and affairs of the Association.
(9) Adopt initial bylaws, not inconsistent with law or the Articles of
Association, for managing the business and regulating the affairs of the
Association.
(10) Amend or repeal bylaws, except to the extent that the Articles of
Association reserve this power in whole or in part to shareholders.
(11) Make contracts.
(12) Generally perform all acts that are legal for a board of directors to
perform.
SEVENTH. The board of directors shall have the power to change the location of
the main office to any other place within the limits of Newark, Delaware
without the approval of the shareholders, and shall have the power to establish
or change the location of any branch or branches of the Association to any
other location permitted under applicable law, without the approval of the
shareholders subject to approval by the Office of the Comptroller of the
Currency.
EIGHTH. The corporate existence of this Association shall continue to
termination according to the laws of the United States.
NINTH. These Articles of Association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the stock of this Association, unless the vote of the holders of a greater
amount of stock is required by law, and in the case by the vote of the holders
of such greater amount. The Association's board of directors may propose one or
more amendments to the Articles of Association for submission to the
shareholders.
In witness whereof, we have hereunto set our hands as of this ___ of August,
2000.
/s/ Michael Barrett /s/ Thomas Jacob
--------------------------------- ---------------------------------
/s/ Donald Boudreau /s/ John Nuzum
--------------------------------- ---------------------------------
/s/ Luke Hayden /s/ Peter Schleif
--------------------------------- ---------------------------------
/s/ William Hoefling /s/ Richard Srednicki
--------------------------------- ---------------------------------
/s/ Kevin Hurley
---------------------------------
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EXHIBIT 2
Comptroller of the Currency
Administrator of National Banks
Washington, D.C. 20219
CERTIFICATE
I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et
seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.
2. "Chase Manhattan Bank USA, National Association," Wilmington, Delaware,
(Charter No. 23160) is a National Banking Association formed under the laws of
the United States and is authorized thereunder to transact the business of
banking on the date of this Certificate.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my seal of
office to be affixed to these presents at the
Treasury Department in the City of
Washington and District of Columbia, this 22th
day of March, 2000.
(Seal) /s/ John D. Hawke, Jr.
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Comptroller of the Currency
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[Comptroller of the Currency Letterhead]
August 19, 1996
Mr. Michael J. Barrett
President
THE CHASE MANHATTAN BANK (USA)
1 Chase Manhattan Plaza
Wilmington, Delaware 19801
Re: Notice of intent to convert to a national bank with the title CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, Wilmington, Delaware. Charter
Number 23160 96 NE 01 014
Dear Board Members:
The Office of the Comptroller of the Currency has received, reviewed, and found
no exception to the documents submitted by your institution to complete the
conversion process.
Your charter certificate is enclosed. You are authorized to commerce business on
August 19, 1996. This authorization indicates approval of the proposed senior
executive officers and directors.
This letter also constitutes approval of your request for an excess investment
in fixed assets up to $152 million, consisting of $100 million in bank premises
and $52 million in furniture and fixtures.
This letter also hereby constitutes official authorization by the OCC to
exercise fiduciary powers. Your trust permit is enclosed.
If you have any questions, please contact Linda Leickel, Licensing Analyst at
(212) 790-4055.
Very truly yours,
/s/ Karen J. Wilson
KAREN J. WILSON
Deputy Comptroller
Enclosure
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COMPTROLLER OF THE CURRENCY
Treasury Department of the United States
Washington, D.C.,
Whereas, satisfactory evidence has been presented to the Comptroller of the
Currency that The Chase Manhattan Bank (USA) located in Wilmington, State of
Delaware has complied with all provisions of the statutes of the United States
required to be complied with before being authorized to commence the business
of banking as a National Banking Association:
Now, therefore, Hereby certify that the above-named association is authorized
to commence the business of banking as a National Banking Association under the
title Chase Manhattan Bank USA, National Association effective August 19, 1996.
In testimony whereof, witness my signature and seal of office this 19th day of
August 1996.
Charter No. 23160 /s/ Karen J. Wilson
Deputy Comptroller
Comptroller of the Currency
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Comptroller of the Currency
Administrator of National Banks
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Northeastern District
1114 Avenue of the Americas, Suite 3900
New York, New York 10036
TRUST PERMIT
WHEREAS, Chase Manhattan Bank USA, National Association, located in
Wilmington, State of Delaware, being a National Banking Association, organized
under the statutes of the United States, has made application for authority to
act as fiduciary:
AND WHEREAS, applicable provisions of the statutes of the United States
authorize the grant of such authority;
NOW THEREFORE, I hereby certify that the said association is authorized to
act in all fiduciary capacities permitted by such statutes.
IN TESTIMONY WHEREOF, witness my signature and seal of Office this 19th
day of August, 1996.
CHARTER NO.: 23160
/s/ Karen J. Wilson
----------------------------
KAREN J. WILSON
Deputy Comptroller
***OCC SEAL***
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EXHIBIT 4
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
BY-LAWS
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The regular annual meeting of the shareholders to
elect directors and transact whatever other business may properly come before
the meeting, shall be held at the main office of the Association, or such other
place as the board may designate, at noon, on April 1st of each year, or if
that date falls on a legal holiday in the State in which the Association is
located, on the next following banking day. Notice of the meeting shall be
mailed, postage prepaid, at least 10 days and no more than 50 days prior to the
date thereof, addressed to each shareholder at his/her address appearing on the
books of the Association. If, for any cause, an election of directors is not
made on that date, or in the event of a legal holiday, on the next following
banking day, an election may be held on any subsequent day within 60 days of
the date fixed, to be designated by the board, or, if the directors fail to fix
the date, by shareholders representing two-thirds of the shares issued and
outstanding.
Section 1.2. Special Meetings. Except as otherwise specifically provided by
statute, special meetings of the shareholders may be called for any purpose at
any time by a majority of the board of directors or by any one or more
shareholders owning, in the aggregate, not less than twenty-five percent of the
stock of the Association or by the Chairperson of the board of directors or the
President. Every such special meeting, unless otherwise provided by law, shall
be called by mailing, postage prepaid, not less than 10 days nor more than 60
days prior to the date fixed for the meeting, to each shareholder at the
address appearing on the books of the Association a notice stating the purpose
of the meeting.
Section 1.3. Nominations of Directors. Nominations for election to the board of
directors may be made by the board of directors or by any stockholder of any
outstanding class of capital stock of the Association entitled to vote for the
election of directors. Nominations, other than those made by or on behalf of the
existing management of the Association, shall be made in writing and shall be
delivered or mailed to the President of the Association and to the Comptroller
of the Currency, Washington, D.C., not less than 14 days nor more than 50 days
prior to any meeting of shareholders called for the election of directors,
provided, however, that if less than 21 days notice of the meeting is given to
shareholders, such nomination shall be mailed or delivered to the President of
the Association and to the Comptroller of the Currency not later than the close
of business on the seventh day following the day on which the notice of meeting
was mailed. Such notification shall contain the following information to the
extent known to the notifying shareholder.
(1) The name and address of each proposed nominee.
(2) The principal occupation of each proposed nominee.
(3) The total number of shares of capital stock of the Association that will be
voted for each proposed nominee.
(4) The name and residence address of the notifying shareholder.
(5) The number of shares of capital stock of the Association owned by the
notifying shareholder.
Nominations not made in accordance herewith may, in his/her direction, be
disregarded by the Chairperson of the meeting, and upon his/her instructions,
the vote tellers may disregard all votes cast for each such nominee.
Section 1.4. Proxies. Shareholders may vote at any meeting of the shareholders
by proxies duly authorized in writing, but no officer or employee of this
Association shall act as proxy. Proxies shall be valid only for one
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meeting, to be specified therein, and any adjournments of such meeting. Proxies
shall be dated and filed with the records of the meeting. Proxies with rubber
stamped facsimile signatures may be used and unexecuted proxies may be counted
upon receipt of a confirming telegram from the shareholder. Proxies meeting the
above requirements submitted at any time during a meeting shall be accepted.
Section 1.5. Quorum. A majority of the outstanding capital stock, represented in
person or by proxy, shall constitute a quorum at any meeting of shareholders,
unless otherwise provided by law, or by the shareholders or directors pursuant
to Section 10.2, but less than a quorum may adjourn any meeting, from time to
time, and the meeting may be held, as adjourned, without further notice. A
majority of the votes cast shall decide every question or matter submitted to
the shareholders at any meeting, unless otherwise provided by law or by the
Articles of Association, or by the shareholders or directors pursuant to Section
10.2. Any action required or permitted to be taken by the shareholders may be
taken without a meeting by unanimous written consent of the shareholders to a
resolution authorizing the action. The resolution and the written consent shall
be filed with the minutes of the proceedings of the shareholders.
ARTICLE II
Directors
Section 2.1. Board of Directors. The board of directors ("board") shall have
the power to manage and administer the business and affairs of the Association.
Except as expressly limited by law, all corporate powers of the Association
shall be vested in and may be exercised by the board.
Section 2.2. Number. The board shall consist of not less than five nor more
than twenty-five persons, the exact number within such minimum and maximum
limits to be fixed and determined from time to time by resolution of a majority
of the full board or by resolution of a majority of the shareholders at any
meeting, thereof; provided, however, that a majority of the full board may not
increase the number of directors to a number which: (1) exceeds by more than
two the number of directors last elected by shareholders where such number was
15 or less; and (2) exceeds by more than four the number of directors last
elected by shareholders where such number was 16 or more, but in no event shall
the number of directors exceed 25.
Section 2.3. Organization Meeting. The Secretary shall notify the
directors-elect of their election and of the time at which they are required to
meet at the main office of the Association to organize the new board and elect
and appoint officers of the Association for the succeeding year. Such meeting
shall be held on the day of the election or as soon thereafter as practicable,
and, in any event, within 30 days thereof. If, at the time fixed for such
meeting, there shall not be a quorum, the directors present may adjourn the
meeting, from time to time, until a quorum is obtained.
Section 2.4. Regular Meetings. The time and location of regular meetings of the
board shall be set by the board. Such meetings may be held without notice. Any
business may be transacted at any regular meeting. The board may adopt any
procedures for the notice and conduct of any meetings as are not prohibited by
law.
Section 2.5. Special Meetings. Special meetings of the board may be called at
the request of the Chairperson of the board, the President, or three or more
directors. Each member of the board shall be given notice stating the time and
place, by telegram, telephone, letter or in person, of each such special meeting
at least one day prior to such meeting. Any business may be transacted at any
special meeting.
Section 2.6. Action by the Board. Except as otherwise provided by law,
corporate action to be taken by the board shall mean such action at a meeting
of the board. Any action required or permitted to be taken by the board or any
committee of the board may be taken without a meeting if all members of the
board or the
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committee consent in writing to a resolution authorizing the action. The
resolution and the written consents thereto shall be filed with the minutes of
the proceedings of the board or committee. Any one or more members of the board
or any committee may participate in a meeting of the board or committee by
means of a conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at such meeting.
Section 2.7. Waiver of Notice. Notice of a special meeting need not be given to
any director who submits a signed waiver of notice, whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to him or her.
Section 2.8. Quorum and Manner of Acting. Except as otherwise required by law,
the Articles of Association or these by-laws, a majority of the directors shall
constitute a quorum for the transaction of any business at any meeting of the
board and the act of a majority of the directors present and voting at a
meeting at which a quorum is present shall be the act of the board. In the
absence of a quorum, a majority of the directors present may adjourn any
meeting, from time to time, until a quorum is present and no notice of any
adjourned meeting need be given. At any such adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called.
Section 2.9. Vacancies. In the event a majority of the full board increases the
number of directors to a number which exceeds the number of directors last
elected by shareholders, as permitted by Section 2.2, directors may be
appointed to fill the resulting vacancies by vote of such majority of the full
board. In the event of a vacancy in the board for any other cause, a director
may be appointed to fill such vacancy by vote of majority of the remaining
directors then in office.
Section 2.10. Removal of Directors. The vacancy created by the removal of a
director pursuant to this Section may be filled by the board in accordance with
Section 2.9 of these by-laws or by the shareholders.
ARTICLE III
Committees
Section 3.1. Executive Committee. There may be an executive committee consisting
of the Chairperson of the board and not less than two other directors appointed
by the board annually or more often. Subject to the limitations in Section
3.5(g) of these by-laws, the executive committee shall have the maximum
authority permitted by law.
Section 3.2. Audit Committee. There may be an audit committee composed of not
less than two directors, exclusive of any active officers, appointed by the
board annually or more often, whose duty it shall be to make an examination at
least once during each calendar year and within fifteen months of the last
examination into the affairs of the Association, or cause continuous suitable
examinations to be made, by auditors responsible only to the board, and to
report the results of any such examinations in writing to the board from time to
time. Such examinations shall include audits of the fiduciary business of the
Association as may be required by law or regulation.
Section 3.3. Trust Committee. There may be a trust committee consisting of at
least two directors, as appointed by the board, who shall serve on the trust
committee at the pleasure of the board. The trust committee shall have power to
review the general conduct of the fiduciary business of the Association and to
pass upon all such matters relating to the conduct of the fiduciary business of
the Association as may be submitted to the trust committee and shall, from time
to time, exercise such other powers as may be assigned to it by the board.
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Section 3.4. Other Committees. The board may appoint, from time to time,
other committees of one or more persons, for such purposes and with such powers
as the board may determine.
Section 3.5. General.
(a) Each committee shall elect a Chairperson from among the members
thereof and shall also designate a Secretary of the committee, who shall keep a
record of its proceedings.
(b) Vacancies occurring from time to time in the membership of any
committee shall be filled by the board for the unexpired term of the member
whose departure causes such vacancy. The board may designate one or more
alternate members of any committee, who may replace any absent member or
members at any meeting of such committee.
(c) Each committee shall adopt its own rules of procedure and shall meet
at such stated times as it may, by resolution, appoint. It shall also meet
whenever called together by its Chairperson or the Chairperson of the board.
(d) No notice of regular meetings of any committee need be given. Notice
of every special meeting shall be given either by mailing such notice to each
member of such committee at his or her address, as the same appears in the
records of the Association, at least two days before the day of such meeting,
or by notifying each member on or before the day of such meeting by telephone
or by personal notice, or by leaving a written notice at his or her residence
or place of business on or before the day of such meeting. Waiver of notice in
writing of any meeting, whether prior or subsequent to such meeting, or
attendance at such meeting, shall be equivalent to notice of such meeting.
Unless otherwise indicated in the notice thereof, any and all business may be
transacted at any special meeting.
(e) All committees shall, with respect to all matters, be subject to the
authority and direction of the board and shall report to it when required.
(f) Unless otherwise required by law, the Articles of Association or
these by-laws, a quorum at any meeting of any committee shall be one-third of
the full membership and the act of a majority of members present and voting at
a meeting at which a quorum is present shall be the act of the committee.
(g) No committee shall have authority to take any action which is
expressly required by law or regulation to be taken at a meeting of the board
or by a specified proportion of directors.
Article IV
Officers and Employees
Section 4.1. Chairperson of the Board. The board shall appoint one of its
members to be the Chairperson of the board to serve at its pleasure. Such
person shall preside at all meetings of the board. The Chairperson of the board
shall supervise the carrying out of the policies adopted or approved by the
board; shall have general executive powers, as well as the specific powers
conferred by these by-laws; and shall also have and may exercise such further
powers and duties as from time to time may be conferred upon, or assigned by
the board.
Section 4.2. President. The board shall appoint one of its members to be the
President of the Association. In the absence of the Chairperson, the President
shall preside at any meeting of the board. The President shall have general
executive powers, and shall have and may exercise any and all other powers and
duties pertaining by law, regulation, or practice to the office of President,
or imposed by these by-laws. The
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President shall also have and may exercise such further powers and duties as
from time to time may be conferred, or assigned by the board.
Section 4.3. Vice President. The board may appoint one or more Vice
Presidents. Each Vice President shall have such powers and duties as may be
assigned by the board.
Section 4.4. Secretary. The board shall appoint a Secretary, Cashier, or
other designated officer who shall be Secretary of the board and of the
Association, and shall keep accurate minutes of all meetings. The Secretary
shall attend to the giving of all notices required by these by-laws; shall be
custodian of the corporate seal, records, documents and papers of the
Association; shall provide for the keeping of proper records of all transactions
of the Association; shall have and may exercise any and all other powers and
duties pertaining by law, regulation or practice, to the office of Cashier, or
imposed by these by-laws; and shall perform such other duties as may be assigned
from time to time, by the board.
Section 4.5. Other Officers. The board may appoint one or more Assistant
Vice Presidents, one or more Trust Officers, one or more Assistant Secretaries,
one or more Assistant Cashiers, one or more Managers and Assistant Managers of
branches and such other officers and attorneys in fact as from time to time may
appear to the board to be required or desirable to transact the business of the
Association. Such officers shall respectively exercise such powers and perform
such duties as pertain to their several offices, or as may be conferred upon, or
assigned to, them by the board, the Chairperson of the board, or the President.
The board may authorize an officer to appoint one or more officers or assistant
officers.
Section 4.6. Tenure and Compensation. The Chairperson of the board and the
President shall be appointed by the board to hold office until the next annual
organization meeting of the board and until their successors are appointed and
qualified. The term of office of all other officers shall be at the pleasure of
the board. The compensation of all officers shall be fixed by resolution of the
board, except that the board may authorize the Chairperson of the board and the
President each to fix and to delegate to such other officers as the board may
designate authority to fix any compensation of any person in any official
position level not above a level specified by the board. Any officer may be
dismissed at the pleasure of the board.
Section 4.7. Resignation. An officer may resign at any time by delivering
notice to the Association. A resignation is effective when the notice is given
unless the notice specifies a later effective date.
ARTICLE V
FIDUCIARY ACTIVITIES
Section 5.1. Trust Investments. Funds held in a fiduciary capacity shall be
invested according to the instrument establishing the fiduciary relationship and
local law. Where such instrument does not specify the character and class of
investments to be made and does not vest in the Association a discretion in the
matter, funds held pursuant to such instrument shall be invested in investments
in which corporate fiduciaries may invest under applicable law.
ARTICLE VI
STOCK AND STOCK CERTIFICATES
Section 6.1. Transfers. Shares of stock shall be transferable on the books of
the Association, and a transfer book shall be kept in which all transfers of
stock shall be recorded. Every person becoming a shareholder by such transfer
shall, in proportion to his or her shares, succeed to all rights of the prior
holder of such shares.
5
<PAGE> 16
The board may impose conditions upon the transfer of the stock reasonably
calculated to simplify the work of the Association with respect to stock
transfers, voting at shareholder meetings, and related matters and to protect
it against fraudulent transfers.
Section 6.2 Stock Certificates. Certificates of stock shall bear the signature
of the President (which may be engraved, printed or impressed), and shall be
signed manually or by facsimile process by the Secretary, Assistant Secretary,
Cashier, Assistant Cashier, or any other officer appointed by the board for that
purpose, to be known as an authorized officer, and the seal of the Association
shall be engraved thereon. Each certificate shall recite on its face that the
stock represented thereby is transferable only upon the books of the Association
properly endorsed. In case any such officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
before such certificate is issued, it may be issued by the Association with the
same effect as if such officer had not ceased to be such at the time of its
issue. The corporate seal may be a facsimile, engraved or printed.
ARTICLE VII
Corporate Seal
The President, the Cashier, the Secretary or any Assistant Cashier or Assistant
Secretary, or other officer thereunto designated by the board, shall have
authority to affix the corporate seal to any document requiring such seal, and
to attest the same. Such seal shall be substantially in the following form: A
circle, with the words "Chase Manhattan Bank USA, National Association" within
such circle.
ARTICLE VIII
Miscellaneous Provisions
Section 8.1. Fiscal Year. The fiscal year of the Association shall be the
calendar year.
Section 8.2 Execution of Instruments. All agreements, indentures, mortgages,
deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified, delivered or
accepted on behalf of the Association by the Chairperson of the board, or the
President, or any Vice President, or the Secretary, or the Cashier, or, if in
connection with exercise of fiduciary powers of the Association, by any of
those officers or by any Trust Officer. Any such instruments may also be
executed, acknowledged, verified, delivered or accepted on behalf of the
Association in such other manner and by such other officers as the board may
from time to time direct. The provisions of this Section 8.2 are supplementary
to any other provision of these by-laws.
Section 8.3 Records. The Articles of Association, the by-laws and the
proceedings of all meetings of the shareholders, the board, and standing
committees of the board, shall be recorded in appropriate minute books provided
for that purpose. The minutes of each meeting shall be signed by the Secretary,
Cashier or other officer appointed to act as Secretary of the meeting.
Section 8.4 Corporate Governance Procedures. To the extent not inconsistent
with applicable Federal banking law, bank safety and soundness or these
by-laws, the corporate governance procedures found in the Delaware General
Corporation Law shall be followed by the Association.
6
<PAGE> 17
ARTICLE IX
Indemnification
Section 9.1. Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director or an officer of the Association or is or was serving at the request of
the Association as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (hereinafter an "indemnitee"), whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Association to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Association to provide broader indemnification rights than such law permitted
the Association to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided, however, that,
except as provided in Section 9.3 of these by-laws with respect to proceedings
to enforce rights to indemnification, the Association shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the
board.
Section 9.2. Right to Advancement of Expenses. The right to indemnification
conferred in Section 9.1 of these by-laws shall include the right to be paid by
the Association the expenses (including attorney's fees) incurred in defending
any such proceeding in advance of its final disposition (hereinafter an
"advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Association of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section 9.2 or otherwise. The rights to indemnification and to the advancement
of expenses conferred in Sections 9.1 and 9.2 of these by-laws shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.
Section 9.3. Right of Indemnitee to Bring Suit. If a claim under Section 9.1 or
9.2 of these by-laws is not paid in full by the Association within sixty (60)
days after a written claim has been received by the Association, except in the
case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty (20) days, the indemnitee may at any time thereafter
bring suit against the Association to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by the
Association to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (1) any suit brought by the indemnitee to
enforce a right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (2) in any suit brought by the Association to recover an
advancement of expenses pursuant to the terms of an undertaking, the Association
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the Association
(including the board, the Association's independent legal counsel, or its
shareholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Association (including the board,
7
<PAGE> 18
the Association's independent legal counsel, or its shareholders) that the
indemnitee has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the indemnitee, be a defense to such
suit. In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or brought by the
Association to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this Article IX or
otherwise shall be on the Association.
Section 9.4. Non-Exclusivity of Rights. The rights to indemnification and to the
advancement of expenses conferred in this Article IX shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, the Association's Articles of Association, by-laws, agreement, vote of
shareholders or disinterested directors or otherwise.
Section 9.5. Insurance. The Association may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
Association or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Association would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
Section 9.8. Indemnification of Employees and Agents of the Association. The
Association may, to the extent authorized from time to time by the board, grant
rights to indemnification and to the advancement of expenses to any employee or
agent of the Association to the fullest extent of the provisions of this Article
IX with respect to the indemnification and advancement of expenses of directors
and officers of the Association.
ARTICLE X
By-laws
Section 10.1. Inspection. A copy of the by-laws, with all amendments, shall at
all times be kept in a convenient place at the main office of the Association,
and shall be open for inspection to all shareholders during banking hours.
Section 10.2. Amendments. The by-laws may be amended, altered or repealed, at
any regular meeting of the board, by a vote of a majority of the total number of
the directors except as provided below. The Association's shareholders may amend
or repeal the by-laws even though the by-laws also may be amended or repealed by
its board.
<PAGE> 19
The Chairman advised the Board that in light of the recent revision of
Officer titles within the Bank and in light of the corporate reorganization
involving the Bank's national consumer businesses, it would be in order to
revise the Bank's standing resolution authorizing the proper officers of this
Bank to represent and/or commit this Bank in all transactions arising out of
the normal course of business. After discussion, on motion duly made and
seconded the following resolutions were adopted:
RESOLVED, that, unless otherwise ordered by this Board, the
Chairman, any Vice Chairman, any Director, the President, the
Secretary, the Controller, the Treasurer, and any other officer of
the Bank, (including any Vice President, any Assistant Vice
President, and any Assistant Manager) be, and they hereby are,
authorized to sign for, represent, and/or commit this Bank in all
transactions arising out of, or in connection with, the normal
course of business of this Bank, and to use and attach the corporate
seal of this Bank;
RESOLVED, that, unless otherwise ordered by this Board,
authority be, and hereby is, granted to each of the Chairman,
any Vice Chairman, any Director, the President, the Secretary,
the Controller, the Treasurer, or any other Vice President of
the Bank, to designate proxies and individuals to serve as
attorneys-in-fact of the Bank in any matter arising out of, or
in connection with, the Bank's normal course of business,
whenever such officer determines that the designation of
such proxy or attorney is in the best interest of the bank;
RESOLVED, that any action taken by any of the officers,
attorneys-in-fact, or agents of the Bank in any matter arising
out of, or in connection with, the Bank's normal course of
business, which precedes the date of these Resolutions, in
hereby ratified, confirmed and approved in all respects.
November 20, 1996
<PAGE> 20
EXHIBIT 6
Consent for Records of Governmental Agencies
to be Made Available to the Commission
--------------------------------------
The undersigned, Chase Manhattan Bank USA, National Association, pursuant
to Section 321(b) of The Trust Indenture Act of 1939, hereby authorizes the
Board of Governors of the Federal Reserve System, the Federal Reserve Banks, the
Treasury Department, the Comptroller of the Currency and the Federal Deposit
Insurance Corporation, under such conditions as they may prescribe, to make
available to the Commission such reports, records or other information as they
may have available with respect to the undersigned as a prospective trustee
under an indenture to be qualified under the aforesaid Trustee Indenture Act of
1939 and to make through their examiners or other employees for the use of the
Commission, examinations of the undersigned prospective Trustee.
The undersigned also, pursuant to Section 321(b) of said Trust Indenture
Act of 1939, consents that reports of examination by the Federal, State,
Territorial or District authorities may be furnished by such authorities to the
Commission upon request therefor.
Dated this December 27, 2000.
Chase Manhattan Bank USA,
National Association
By: /s/ J.J. Cashin
__________________
J.J. Cashin
Vice President
<PAGE> 21
EXHIBIT 7
CHASE MANHATTAN BANK USA, NA CALL DATE: 09/30/2000 STATUS : 10-0332 FAEC-031
802 DELAWARE AVE VENDOR ID: 0 CERT #: 23702 RC-1
WILMINGTON, DE 19201 TRANSIT #: 03110014 11
TRANSMITTED IN EDS AS 0099292 ON 10/30/00 AT 13:01:32 CST
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED
SAVINGS BANKS FOR SEPTEMBER 30, 2000
ALL SCHEDULES ARE TO BE REPORTED IN THOUSANDS OF DOLLARS. UNLESS OTHERWISE
INDICATED. REPORT THE AMOUNT OUTSTANDING AS OF THE LAST BUSINESS DAY OF THE
QUARTER.
SCHEDULE RC -- BALANCE SHEET
<TABLE>
<CAPTION>
C400
DOLLAR AMOUNTS IN THOUSANDS
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD
a. Noninterest-bearing balances and currency and coin (1) 0081 503,504 1.a
b. Interest-bearing balances (2) 0071 12,361 1.b
2. Securities
a. Held-to-maturity securities (from schedule RC-B, column A) 1754 2,622 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 1,292,640 2.b
3. Federal funds sold and securities purchased under agreements to resell 1350 2,700 3
4. Loans and lease financing receivables: RCFD
a. Loans and leases, net of unearned income (from schedule RC-C) 3122 26,701,273 4.a
b. LESS: Allowance for loan and lease losses 3123 995,825 4.b
c. LESS: Allocated transfer risk reserve 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b and 4.c) 2124 25,705,448 4.d
5. Trading assets (from Schedule RC-D) 3645 28,730 6.
6. Premises and fixed assets (including capitalized leases) 2145 312,189 8.
7. Other real estate owned (from Schedule RC-M) 2160 16,269 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) 2130 3,070 8.
9. Customers' liability to this bank on acceptances outstanding 2155 116 9.
10. Intangible assets (from Schedule RC-M) 2143 3,892,178 10.
11. Other assets (from Schedule RC-F) 2160 3,099,741 11.
12. Total Assets (sum of items 1 through 11) 2170 34,871,568 12.
--------------------
</TABLE>
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposits not held for trading.
<PAGE> 22
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Chase Manhattan Bank USA, NA
802 Delaware Ave Vendor ID: D Cert#: 23702 RC-2
Wilmington, DE 1 Transit #: 03110014 12
Transmitted to EDS as 0099292 on 10/30/00 at 12:01:32 CST
13. Deposits:
a. In domestic offices (sum of totals of columns A and C RCON
from Schedule RC-E, part I) RCON 2200 7,074,525 13.a
(1) Noninterest-bearing (1) 8031 773,199 13.a.1
(2) Interest-bearing 8836 6,301,326 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries RCFN
and IBFs (from Schedule RC-E, part II) RCFN 2200 8,765,895 13.b
(1) Noninterest-bearing 8031 0 13.b.1
(2) Interest-bearing 8836 8,765,895 13.b.2
14. Federal funds purchased and securities sold under RCFD
agreements to repurchase 2500 8,771,438 14
RCON
15. a. Demand notes issued to the U.S. Treasury 2840 0 15.a
RCFD
b. Trading liabilities (from Schedule RC-D) 3545 33,929 15.b
16. Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
a. With a remaining maturity of one year or less 2352 3,728,897 16.a
b. With a remaining maturity of more than one year through three years A547 602,030 16.b
c. With a remaining maturity of more than three years A548 35,925 16.c
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 2820 116 18
19. Subordinated notes and debentures (2) 3200 750,000 19
20. Other liabilities (from Schedule RC-G) 2930 1,592,000 20
21. Total liabilities (sum of items 13 through 20) 2948 31,353,885 21
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 3838 0 23
24. Common stock 3230 49,000 24
25. Surplus (exclude all surplus related to preferred stock) 3839 1,312,779 25
26. a. Undivided profits and capital reserves 3652 2,142,992 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities 5434 12,942 26.b
c. Accumulated net gains (losses) on cash flow hedges 4336 0 26.c
27. Cumulative foreign currency translation adjustments 3284 0 27
28. Total equity capital (sum of items 23 through 27) 3210 3,517,713 28
29. Total liabilities and equity capital (sum of items 21 and 28) 3300 34,571,568 29
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below
that best describes the most comprehensive level of auditing work
performed for the bank by independent external auditors as of any
date during 1999
RCFD Number
6724 N/A M.1
</TABLE>
1 = Independent audit of the bank conducted 4 = Directors' examination of the
in accordance with generally accepted bank performed by other
auditing standards by a certified public external auditors (may be
accounting firm which submits a report required by state chartering
report on the bank authority)
2 = Independent audit of the bank's parent 5 = Review of the bank's financial
holding company conducted in accordance statements by external auditors
with generally accepted auditing 6 = Compilation of the bank's
standards by a certified public account- financial statements by
ing firm which submits a report on the external auditors
consolidated holding company (but not 7 = Other audit procedures
on the bank separately) (excluding tax preparation work)
3 = Directors' examination of the bank con- 8 = No external audit work
ducted in accordance with generally
accepted auditing standards by a certified
public accounting firm (may be required by
state chartering authority)
--------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
<PAGE> 23
REPORT OF CONDITION
Consolidating domestic subsidiaries of the
Chase Manhattan Bank USA, NA
In the state of DE at the close of business on September 30, 2000
published in response to call made by (Enter additional information below)
4769
---------------------------------------------
4768
---------------------------------------------
<TABLE>
<CAPTION>
Statement of Resources and Liabilities
Dollar Amounts in Thousands
<S> <C> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin 503,504
Interest-bearing balances 12,361
SECURITIES
Held-to-maturity securities 2,622
Available-for-sale securities 1,292,640
Federal funds sold and securities purchased under agreements to resell 2,700
Loans and lease financing receivables:
Loans and leases, net of unearned income 26,701,273
LESS: Allowance for loan and lease losses 995,825
LESS: Allocated transfer risk reserves 0
Loans and leases, net of unearned income, allowance, and reserve 25,705,448
Trading Assets 28,730
Premises and fixed assets (including capitalized leases) 312,189
Other real estate owned 16,269
Investments in unconsolidated subsidiaries and associated companies 3,070
Customers' liability to this bank on acceptances outstanding 116
Intangible assets 3,892,178
Other assets 3,099,741
Total assets 34,871,568
</TABLE>
<PAGE> 24
<TABLE>
<CAPTION>
REPORT OF CONDITION
LIABILITIES
Dollar Amounts in Thousands
<S> <C> <C>
Deposits:
In domestic offices 7,074,525
Noninterest-bearing 773,199
Interest-bearing 6,301,326
In foreign offices, Edge and Agreement subsidiaries, and IBFs 8,765,895
Noninterest-bearing 0
Interest-bearing 8,765,895
Federal funds purchased and securities sold under agreements to repurchase 8,771,438
Demand notes issued to the U.S. Treasury 0
Trading liabilities 33,728
Other borrowed money:
With remaining maturity of one year or less 3,728,197
With a remaining maturity of more than one year through three years 602,030
With a remaining maturity of more than three years 35,925
Bank's liability on acceptances executed and outstanding 116
Subordinated notes and debentures 750,000
Other liabilities 1,592,000
Total liabilities 31,353,855
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 49,000
Surplus 1,312,779
Undivided profits and capital reserves 2,142,992
Net unrealized holding gains (losses) on available-for-sale securities 12,942
Accumulated net gains (losses) on cash flow hedges 0
Cumulative foreign currency translation adjustments 0
Total equity capital 3,517,713
Total liabilities and equity capital 34,871,568
</TABLE>
We, the undersigned directors, attest to 4769 Keith Schuck /s/ Keith Schuck
the correctness of this statement of -------------------------------
resources and liabilities. We declare that (Name, Title)
it has been examined by us, and to the best of the above named bank
of our knowledge and belief has been prepared do hereby declare that this
in conformance with the instructions and is Report of Condition is true
true and correct. and correct to the best of
my knowledge and belief.
Text
4769
Director#1 Michael J. Barrett /s/ Michael J. Barrett
------------------------- -----------------------------
Director#2 Kevin T. Hurley /s/ Kevin T. Hurley
------------------------- -----------------------------
Director#3 Peter R. Schleif /s/ Peter R. Schleif
------------------------- -----------------------------
FDIC 8040/54B (Page 2)
PRINTER COPY
<PAGE> 25
9.75% Medium-Term Subordinated Notes, Series D Due 8/22/01
9.75% Medium-Term Subordinated Notes, Series D Due 09/01/01
9.38% Medium-Term Subordinated Notes, Series D Due 11/26/01
9.25% Medium-Term Subordinated Notes, Series D Due 02/19/02
8.95% Medium-Term Subordinated Notes, Series D Due 05/22/02
8.39% Medium-Term Subordinated Notes, Series D Due 07/24/02
8.20% Medium-Term Subordinated Notes, Series D Due 08/07/02
8.07% Medium-Term Subordinated Notes, Series D Due 08/13/02
8.30% Medium-Term Subordinated Notes, Series D Due 01/24/03
8.04% Medium-Term Subordinated Notes, Series D Due 02/05/03
7.13% Medium-Term Subordinated Notes, Series D Due 07/01/03
6.93% Medium-Term Subordinated Notes, Series D Due 08/15/03
6.90% Medium-Term Subordinated Notes, Series D Due 08/15/03
6.90% Medium-Term Subordinated Notes, Series D Due 02/09/04
8.02% Medium-Term Subordinated Notes, Series D Due 08/19/04
8.06% Medium-Term Subordinated Notes, Series D Due 08/31/04
8.00% Medium-Term Subordinated Notes, Series D Due 09/08/04
$175,000,000 of 7 3/4% Subordinated Notes Due 2002
