<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
________________________________________
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
_____________________________________________
Household Automotive Trust VI
(Exact name of obligor as specified in its charter)
Delaware Not Applicable
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
111 Town Center Drive
Las Vegas, NE 89134
(Address of principal executive offices) (Zip Code)
___________________________________________
Series 2000-3
(Title of the indenture securities)
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.
New York State Banking Department, State House, Albany,
New York 12110.
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Board of Governors of the Federal Reserve System,
Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33
Liberty Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C.,
20429.
(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.
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, including the Organization Certificate and the
Certificates of Amendment dated February 17, 1969, August 31,
1977, December 31, 1980, September 9, 1982, February 28, 1985,
December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249,
which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee
to Commence Business (see Exhibit 2 to Form T-1 filed in
connection with Registration Statement No. 33-50010, which is
incorporated by reference. On July 14, 1996, in connection with
the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank.)
3. None, authorization to exercise corporate trust powers
being contained in the documents identified above as Exhibits 1
and 2.
4. A copy of the existing By-Laws of the Trustee (see
Exhibit 4) to Form T-1 filed in connection with Registration
Statement No 333-76439 (which is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b)
of the Act (see Exhibit 6 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by
reference. On July 14, 1996, in connection with the merger of
Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was
renamed The Chase Manhattan Bank.)
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. (On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the
surviving corporation, was renamed The Chase Manhattan Bank.)
8. Not applicable.
9. Not applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939 the Trustee, The Chase Manhattan Bank, a corporation
organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 23rd day of
August ,2000.
THE CHASE MANHATTAN BANK
By /s/ Aranka R. Paul
Aranka R. Paul
Assistant Vice President
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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, including the Organization Certificate and the
Certificates of Amendment dated February 17, 1969, August 31,
1977, December 31, 1980, September 9, 1982, February 28, 1985,
December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249,
which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection
with Registration Statement No. 33-50010, which is incorporated
by reference. On July 14, 1996, in connection with the merger of
Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was
renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit
4) to Form T-1 files in connection with Registration Statement No
333-76439 (which is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the
Act (see Exhibit 6 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by
reference. On July 14, 1996, in connection with the merger of
Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was
renamed The Chase Manhattan Bank).
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.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939 the Trustee, The Chase Manhattan Bank, a corporation
organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 23rd day of
August, 2000.
THE CHASE MANHATTAN BANK
By /s/ Aranka R. Paul
Aranka R. Paul
Assistant Vice President
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Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 2000, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin
........................................................ $
13,460
Interest-bearing balances
............................................3,696
Securities:
....................................................................
........
Held to maturity
securities.........................................................
671
Available for sale
securities.................................................
56,085
Federal funds sold and securities purchased under
agreements to resell
..................................................... 31,833
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,562
Less: Allowance for loan and lease losses 2,188
Less: Allocated transfer risk reserve .........
0
Loans and leases, net of unearned income,
allowance, and reserve
................................................. 130,374
Trading Assets
....................................................................
... 50,488
Premises and fixed assets (including capitalized
leases).............................................................
................. 3,391
Other real estate owned
.......................................................
32
Investments in unconsolidated subsidiaries and
associated
companies................................................... 231
Customers' liability to this bank on acceptances
outstanding
....................................................................
630
Intangible assets
....................................................................
3,891
Other assets
....................................................................
....... 17,423
TOTAL ASSETS
....................................................................
... $312,205
=========
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LIABILITIES
Deposits
In domestic offices
..................................................... $103,709
Noninterest-bearing ..................................... $41,611
Interest-bearing .........................................$62,098
In foreign offices, Edge and Agreement
subsidiaries and IBF's
....................................................................
... 80,379
Noninterest-bearing ........................................$
4,920
Interest-bearing ...................................... 75,459
Federal funds purchased and securities sold under agree-
ments to repurchase
...............................................................
54,265
Demand notes issued to the U.S. Treasury ........................
529
Trading liabilities
...................................................................
31,970
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 4,764
With a remaining maturity of more than one year
through three
years.......................................................... 0
With a remaining maturity of more than three
years......................... 99
Bank's liability on acceptances executed and outstanding 630
Subordinated notes and debentures
..................................... 5,430
Other liabilities
....................................................................
.... 11,663
TOTAL LIABILITIES
..................................................................
293,438
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock
....................................................................
.... 1,211
Surplus (exclude all surplus related to preferred stock)...
11,066
Undivided profits and capital reserves
................................. 7,698
Net unrealized holding gains (losses)
on available-for-sale securities
.................................................
(1,224)
Accumulated net gains (losses) on cash flow hedges...........
0
Cumulative foreign currency translation adjustments .........
16
TOTAL EQUITY CAPITAL
........................................................
18,767
______
TOTAL LIABILITIES AND EQUITY CAPITAL
...................................... $312,205
==========
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I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WILLIAM B. HARRISON, JR. )
HAROLD S. HOOK )DIRECTORS
MARINA v.N. WHITMAN )
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Exhibit #4
BY-LAWS
THE CHASE MANHATTAN BANK
As Amended by the Board of Directors effective June 1, 1999
Office of the Secretary
270 Park Avenue, 35th floor
New York, NY 10017
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CONTENTS
SUBJECT
Article
I Meetings of Stockholders
Section 1.01 Annual Meeting
Section 1.02 Special Meetings
Section 1.03 Quorum
II Board of Directors
Section 2.01 Number
Section 2.02 Vacancies
Section 2.03 Annual Meeting
Section 2.04 Regular Meetings
Section 2.05 Special Meetings
Section 2.06 Quorum
Section 2.07 Rules and Regulations
Section 2.08 Compensation
III Committees
Section 3.01 Executive Committee
Section 3.02 Examining Committee
Section 3.03 Other Committees
IV Officers and Agents
Section 4.01 Officers
Section 4.02 Clerks and Agents
Section 4.03 Term of Office
Section 4.04 Chairman of the Board
Section 4.05 Chief Executive Officer
Section 4.06 President
Section 4.07 Vice Chairman of the Board
Section 4.08 Chief Financial
Officer
Section 4.09 Controller
Section 4.10 Secretary
Section 4.11 General Auditor
Section 4.12
Powers and Duties of Other
Officers
Section 4.13 Fidelity Bonds
V Corporate Seal
VI Fiscal Year
VII Indemnification
Section 7.01 Right to Indemnification
Section 7.02 Contracts and Funding
Section 7.03 Employee Benefit Plans
Section 7.04
Indemnification Not Exclusive
Right
Section 7.05
Advancement of Expenses;
Procedures
VIII By-laws
Section 8.01 Inspection
Section 8.02 Amendments
Section 8.03 Construction
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BY-LAWS
OF
THE CHASE MANHATTAN BANK
ARTICLE I
Meetings of Stockholders
Section 1.01. Annual Meeting. The annual meeting of
stockholders of The Chase Manhattan Bank (herein called the
Bank), shall be held in the Borough of Manhattan, City of New
York, State of New York, within the first four months of each
calendar year, on such date and at such time and place as the
Board of Directors (herein called the Board), may determine,
for the election of directors and the transaction of such other
business as may properly come before the meeting. Notice of
such meeting, stating the purpose or purposes thereof and the
time when and the place where it is to be held and signed by
the Chairman of the Board (herein called the Chairman), the
Chief Executive Officer, the President, a Vice Chairman of the
Board or the Secretary or an Assistant Corporate Secretary of
the Bank, shall be served by personal delivery upon each
stockholder of record entitled to vote at such meeting not less
than 10 nor more than 50 days before said meeting.
Section 1.02. Special Meetings. A special meeting
of the stockholders may be called at any time by the Board, the
Chairman, the Chief Executive Officer, the President, or a Vice
Chairman of the Board, or upon the request in writing of the
holders of record of not less than 40% of the outstanding
capital stock. Notice of any special meeting, stating the
time, place and purpose or purposes thereof, shall be given by
personal delivery to the stockholders in the manner provided in
Section 1.01 for the giving of notice of annual meetings of
stockholders. In the case of any meeting of stockholders,
annual or special, called for a purpose requiring other or
further notice, such notice shall be given as required by law.
Section 1.03. Quorum. A majority of the
outstanding common stock, represented in person or by proxy,
shall constitute a quorum at any meeting of stockholders,
unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be
held as adjourned, without further notice.
ARTICLE II
Board of Directors
Section 2.01. Number. The business and affairs of
the Bank shall be managed by or under the direction of a Board
of Directors, of such number as may be fixed from time to time
by resolution adopted by the Board, but in no event less than 7
or more than 25, selected, organized and continued in
accordance with the provisions of the New York Banking Law.
Each director hereafter elected shall hold office until the
next annual meeting of the stockholders and until his successor
is elected and has qualified, or until his death or until he
shall resign or shall have been removed.
Section 2.02. Vacancies. In case of any increase in
the number of directors, the additional director or directors,
and in case of any vacancy in the board due to death,
resignation, removal, disqualification or any other cause, the
successors to fill the vacancies, not exceeding one-third of
the entire Board, shall be elected by a majority of the
directors then in office.
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Section 2.03. Annual Meeting. An annual meeting of
the directors shall be held each year, without notice,
immediately following the annual meeting of stockholders. The
time and place of such meeting shall be designated by the
Board. At such meeting, the directors shall, after qualifying,
elect from their own number a Chairman of the Board, a Chief
Executive Officer, a President and one or more Vice Chairmen of
the Board, and shall elect or appoint such other officers
authorized by these By-laws as they may deem desirable, and
appoint the Committees specified in Article III hereof. The
directors may also elect to serve at the pleasure of the Board,
one or more Honorary Directors, not members of the Board.
Honorary Directors of the Board shall be paid such compensation
or such fees for attendance at meetings of the Board, and
meetings of other committees of the Board, as the Board shall
determine from time to time.
Section 2.04. Regular Meetings. The Board shall hold
a regular meeting without notice at the principal office of the
Bank on the third Tuesday in each month, with such exceptions
as shall be determined by the Board, at such time as shall be
determined by the Board, unless another time or place, within
or without the State, shall be fixed by resolution of the
Board. Should the day appointed for a regular meeting fall on
a legal holiday, the meeting shall be held at the same time on
the preceding day or on such other day as the Board may order.
Section 2.05. Special Meetings. Special meetings of
the Board shall be held whenever called by the Chairman, the
Chief Executive Officer, the President, a Vice Chairman of the
Board, the Secretary or a majority of the directors at the time
in office. A notice shall be given as hereinafter in this
Section provided of each such special meeting, in which shall
be stated the time and place of such meeting, but, except as
otherwise expressly provided by law or by these By-laws, the
purposes thereof need not be stated in such notice. Except as
otherwise provided by law, notice of each such meeting shall be
mailed to each director, addressed to him at his residence or
usual place of business, at least two (2) days before the day
on which such meeting is to be held, or shall be sent addressed
to him at such place by telegraph, cable, wireless or other
form of recorded communication or be delivered personally or by
telephone not later than noon of the calendar day before the
day on which such meeting is to be held. At any regular or
special meeting of the Board, or any committee thereof, one or
more Board or committee members may participate in such meeting
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. This type of participation
shall constitute presence in person at the meeting. Notice of
any meeting of the Board shall not, however, be required to be
given to any director who submits a signed waiver of notice
whether before or after the meeting, or if he shall be present
at such meeting; and any meeting of the Board shall be a legal
meeting without any notice thereof having been given if all the
directors of the Bank then in office shall be present thereat.
Section 2.06. Quorum. One-third of the members of
the entire Board, or the next highest integer in the event of a
fraction, shall constitute a quorum, but if less than a quorum
be present, a majority of those present may adjourn any meeting
from time to time and the meeting may be held as adjourned
without further notice.
Section 2.07. Rules and Regulations. The Board may
adopt such rules and regulations for the conduct of its
meetings and the management of the affairs of the Bank as it
may deem proper, not inconsistent with the laws of the State of
New York or these By-laws.
Section 2.08. Compensation. Directors shall be
entitled to receive from the Bank such fees for attendance at
meetings of the Board or of any committee, or both, as the
Board from time to time shall determine. The Board may also
likewise provide that the Bank shall reimburse each such
director or member of such committee for any expenses paid by
him on account of his attendance at any such meeting. Nothing
in this Section contained shall be construed to preclude any
director from serving the Bank in any other capacity and
receiving compensation therefor.
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ARTICLE III
Committees
Section 3.01. Executive Committee. The Board, by
resolution adopted by a majority of the entire Board, shall
appoint an Executive Committee which, when the Board is not in
session, shall have and may exercise all the powers of the
Board that lawfully may be delegated including, without
limitation, the power and authority to declare dividends. The
Executive Committee shall consist of such number of directors
as the Board shall from time to time determine, but not less
than five and one of whom shall be designated by the Board as
Chairman thereof, as follows: (a) the Chairman of the Board,
the Chief Executive Officer, the President, the Vice Chairmen
of the Board; and (b) such other directors, none of whom shall
be an officer of the Bank, as shall be appointed to serve at
the pleasure of the Board. The Board, by resolution adopted by
a majority of the entire Board, may designate one or more
directors as alternate members of the Executive Committee and
the manner and circumstances in which such alternate members
shall replace or act in the place of absent or disqualified
members of the Executive Committee. The attendance of one-
third of the members of the Committee or their substitutes, or
the next highest integer in the event of a fraction, at any
meeting shall constitute a quorum, and the act of a majority of
those present at a meeting thereof at which a quorum is present
shall be the act of the Committee. All acts done and powers
conferred by the Committee from time to time shall be deemed to
be, and may be certified as being done or conferred under
authority of the Board. The Committee shall fix its own rules
and procedures, and the minutes of the meetings of the
Committee shall be submitted at the next regular meeting of the
Board at which a quorum is present, or if impracticable at the
next such subsequent meeting. The Committee shall hold
meetings "On Call" and such meetings may be called by the
Chairman of the Executive Committee, the Chairman of the Board,
the Chief Executive Officer, the President, a Vice Chairman of
the Board, or the Secretary. Notice of each such meeting of
the Committee shall be given by mail, telegraph, cable,
wireless or other form of recorded communication or be
delivered personally or by telephone to each member of the
Committee not later than the day before the day on which such
meeting is to be held. Notice of any such meeting need not be
given to any member of the Committee who submits a signed
waiver of notice whether before or after the meeting, or if he
shall be present at such meeting; and any meeting of the
Committee shall be a legal meeting without any notice thereof
having been given, if all the members of the Committee shall be
present thereat. In the case of any meeting, in the absence of
the Chairman of the Executive Committee, such member as shall
be designated by the Chairman of the Executive Committee or the
Executive Committee shall act as Chairman of the meeting.
Section 3.02. Examining Committee. The Board, by
resolution adopted by a majority of the entire Board, shall
appoint an Examining Committee composed of not less than three
of its members, none of whom shall be an officer of the Bank,
to hold office at its pleasure and one of whom shall be
designated by the Board as chairman thereof. The Committee
shall make such examination into the affairs of the Bank and
its loans and discounts and make such reports in writing
thereof as may be directed by the Board or required by the
Banking Law. The attendance of one-third of the members of the
Committee, or the next highest integer in the event of a
fraction, at any meeting shall constitute a quorum, and the act
of a majority of those present at a meeting thereof at which a
quorum is present shall be the act of the Committee.
Section 3.03. Other Committees. The Board, by
resolution adopted by a majority of the entire Board, may
appoint, from time to time, such other committees composed of
not less than three of its members for such purposes and with
such duties and powers as the Board may determine. The
attendance of one-third of the members of such other
committees, or the next highest integer in the event of a
fraction, at any meeting shall constitute a quorum, and the act
of a majority of those present at a meeting thereof at which a
quorum is present shall be the act of such other committees.
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ARTICLE IV
Officers and Agents
Section 4.01. Officers. The officers of the Bank
shall be (a) a Chairman of the Board, a Chief Executive
Officer, a President and one or more Vice Chairmen of the
Board, each of whom must be a director and shall be elected by
the Board; (b) a Chief Financial Officer, a Controller, a
Secretary and a General Auditor, each of whom shall be elected
by the Board; and (c) may include a Chief Credit Officer, a
Chief Administrative Officer, a Chief Technology Officer, one
or more Group Executives and such other officers as may from
time to time be elected by the Board or under its authority, or
appointed by the Chairman, the Chief Executive Officer, the
President or a Vice Chairman of the Board.
Section 4.02. Clerks and Agents. The Board may
elect and dismiss, or the Chairman, the Chief Executive
Officer, the President or a Vice Chairman of the Board may
appoint and dismiss and delegate to any other officers
authority to appoint and dismiss, such clerks, agents and
employees as may be deemed advisable for the prompt and orderly
transaction of the Bank's business, and may prescribe, or
authorize the appointing officers to prescribe, their
respective duties, subject to the provisions of these By-laws.
Section 4.03. Term of Office. The officers
designated in Section 4.01(a) shall be elected by the Board at
its annual meeting. The officers designated in Section 4.01(b)
may be elected at the annual or any other meeting of the Board.
The officers designated in Section 4.01(c) may be elected at
the annual or any other meeting of the Board or appointed at
any time by the designated proper officers. Any vacancy
occurring in any office designated in Section 4.01(a) may be
filled at any regular or special meeting of the Board. The
officers elected pursuant to Section 4.01(a) shall each hold
office for the term of one year and until their successors are
elected, unless sooner disqualified or removed by a vote of two-
thirds of the whole Board. The officers elected by the Board
pursuant to Section 4.01(b) of these By-laws shall hold office
at the pleasure of the Board. All other officers, clerks,
agents and employees elected by the Board, or appointed by the
Chairman, the Chief Executive Officer, the President or a Vice
Chairman of the Board, or under their authority, shall hold
their respective offices at the pleasure of the Board or
officers elected pursuant to Section 4.01(a).
Section 4.04. Chairman of the Board. The
Chairman shall preside at all meetings of the stockholders and
at all meetings of the Board. The Chairman of the Board shall
have the same power to perform any act on behalf of the Bank
and to sign for the Bank as is prescribed in these By-laws for
the Chief Executive Officer. He shall perform such other
duties as from time to time may be prescribed by the Board.
Section 4.05. Chief Executive Officer. The Chief
Executive Officer shall be the chief executive officer of the
Bank and shall have, subject to the control of the Board and
the Chairman, general supervision and direction of the policies
and operations of the Bank and of its several officers other
than the Chairman. In the absence of the Chairman, he shall
preside at all meetings of the stockholders and at all meetings
of the Board. He shall have the power to execute any document
or perform any act on behalf of the Bank, including without
limitation the power to sign checks, orders, contracts, leases,
notes, drafts and other documents and instruments in connection
with the business of the Bank, and together with the Secretary
or an Assistant Corporate Secretary execute conveyances of real
estate and other documents and instruments to which the seal of
the Bank may be affixed. He shall perform such other duties
as from time to time may be prescribed by the Board.
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Section 4.06. President. The President shall,
subject to the direction and control of the Board, the Chairman
and the Chief Executive Officer, participate in the supervision
of the policies and operations of the Bank. In general, the
President shall perform all duties incident to the office of
President, and such other duties as from time to time may be
prescribed by the Board, the Chairman, or the Chief Executive
Officer. In the absence of the Chairman or the Chief Executive
Officer, the President shall preside at meetings of
stockholders and of the Board. The President shall have the
same power to sign for the Bank as is prescribed in these By-
laws for the Chief Executive Officer.
Section 4.07. Vice Chairman of the Board. The Vice
Chairman of the Board, or if there be more than one, then each
of them, shall, subject to the direction and control of the
Board, the Chairman and the Chief Executive Officer,
participate in the supervision of the policies and operations
of the Bank, and shall have such other duties as may be
prescribed from time to time by the Board, the Chairman or the
Chief Executive Officer. In the absence of the Chairman, the
Chief Executive Officer and the President, a Vice Chairman, as
designated by the Chairman or the Board, shall preside at
meetings of the stockholders and of the Board. Each Vice
Chairman shall have the same power to sign for the Bank as is
prescribed in these By-laws for the Chief Executive Officer.
Section 4.08. Chief Financial Officer. The Chief
Financial Officer shall have such powers and perform such
duties as the Board, the Chairman, the Chief Executive Officer,
the President, or a Vice Chairman of the Board may from time to
time prescribe, which duties may include, without limitation,
responsibility for strategic planning, corporate finance,
control, tax and auditing activities, and shall perform such
other duties as may be prescribed by these By-laws.
Section 4.09. Controller. The Controller shall
exercise general supervision of the accounting departments of
the Bank. He shall be responsible to the Chief Financial
Officer and shall render reports from time to time relating to
the general financial condition of the Bank. He shall render
such other reports and perform such other duties as from time
to time may be prescribed by the Chief Financial Officer, a
Vice Chairman of the Board, the President, the Chief Executive
Officer or the Chairman.
Section 4.10. Secretary. The Secretary shall:
(a) record all the proceedings of the meetings of the
stockholders, the Board and the Executive Committee in one or
more books kept for that purpose;
(b) see that all notices are duly given in accordance
with the provisions of these By-laws or as required by law;
(c) be custodian of the seal of the Bank; and he may see
that such seal or a facsimile thereof is affixed to any
documents the execution of which on behalf of the Bank is duly
authorized and may attest such seal when so affixed; and
(d) in general, perform all duties incident to the
office of Secretary and such other duties as from time to time
may be prescribed by the Board, the Chairman, the Chief
Executive Officer, the President, or a Vice Chairman of the
Board.
Section 4.11. General Auditor. The General Auditor
shall exercise general supervision of the Auditing Division. He
shall audit the affairs of the Bank and its subsidiaries,
including appraisal of the soundness and adequacy of internal
controls and operating procedures and shall ascertain the
extent of compliance with policies and procedures of the Bank.
He shall be responsible to the Board and shall make such audits
and prepare such regular reports as the Board, its Examining
Committee, the Chairman or the Chief Executive Officer may,
from time to time, require or as in his judgment are necessary
in the performance of his duties.
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Section 4.12. Powers and Duties of Other Officers.
The powers and duties of all other officers of the Bank shall
be those usually pertaining to their respective offices,
subject to the direction and control of the Board and as
otherwise provided in these By-laws.
Section 4.13. Fidelity Bonds. The Board, in its
discretion, may require any or all officers, agents, clerks and
employees of the Bank to give bonds covering the faithful
performance of their duties or may obtain insurance covering
the same, in either case in form and amount approved by the
Board, the premiums thereon to be paid by the Bank.
ARTICLE V
Corporate Seal
The corporate seal of the Bank shall be in the form of a
circle and shall bear the full name of the Bank and the words
"Corporate Seal New York" together with the logo of The Chase
Manhattan Corporation.
ARTICLE VI
Fiscal Year
The fiscal year of the Bank shall be the calendar year.
ARTICLE VII
Indemnification
Section 7.01. Right to Indemnification. The Bank shall to
the fullest extent permitted by applicable law as then in
effect indemnify any person (the "Indemnitee") who was or is
involved in any manner (including, without limitation, as a
party or a witness), or is threatened to be made so involved,
in any threatened, pending or completed investigation, claim,
action, suit or proceeding, whether civil, administrative or
investigative (including, without limitation, any action, suit
or proceeding by or in the right of the Bank to procure a
judgment in its favor) (a "Proceeding") by reason of the fact
that he is or was a director, officer, employee or agent of the
Bank, or is or was serving at the request of the Bank as a
director, officer or employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
all expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with such Proceeding. Such indemnification
shall be a contract right and shall include the right to
receive payment in advance of any expenses incurred by the
Indemnitee in connection with such Proceeding, consistent with
the provisions of applicable law as then in effect.
Section 7.02. Contracts and Funding. The Bank may enter
into contracts with any director, officer, employee or agent of
the Bank in furtherance of the provisions of this Article VII
and may create a trust fund, grant a security interest or use
other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to
effect indemnification as provided in this Article VII.
Section 7.03. Employee Benefit Plans. For purposes of this
Article VII, references to "other enterprises" shall include
employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the
Bank" shall include any service as a director, officer,
employee, or agent of the Bank which imposes duties on, or
involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner not
opposed to the best interests of a corporation.
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Section 7.04. Indemnification Not Exclusive Right. The
right of indemnification and advancement of expenses provided
in this Article VII shall not be exclusive of any other rights
to which a person seeking indemnification may otherwise be
entitled, under any statute, by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another
capacity while holding such office. The provisions of this
Article VII shall inure to the benefit of the heirs and legal
representatives of any person entitled to indemnity under this
Article VII and shall be applicable to Proceedings commenced or
continuing after the adoption of this Article VII whether
arising from acts or omissions occurring before or after such
adoption.
Section 7.05. Advancement of Expenses; Procedures. In
furtherance, but not in limitation, of the foregoing
provisions, the following procedures and remedies shall apply
with respect to advancement of expenses and the right to
indemnification under this Article VII:
(a) Advancement of Expenses. All reasonable expenses
incurred by or on behalf of the Indemnitee in connection with
any Proceeding shall be advanced to the Indemnitee by the Bank
within twenty (20) days after the receipt by the Bank of a
statement or statements from the Indemnitee requesting such
advance or advances from time to time, whether prior to or
after final disposition of such Proceeding. Such statement or
statements shall reasonably evidence the expenses incurred by
the Indemnitee and, if required by law at the time of such
advance, shall include or be accompanied by an undertaking by
or on behalf of the Indemnitee to repay the amounts advanced
if, and to the extent, it should ultimately be determined that
the Indemnitee is not entitled to be indemnified against such
expenses.
(b) Written Request for Indemnification. To obtain
indemnification under this Article VII, an Indemnitee shall
submit to the Secretary of the Bank a written request,
including such documentation and information as is reasonably
available to the Indemnitee and reasonably necessary to
determine whether and to what extent the Indemnitee is entitled
to indemnification (the "Supporting Documentation"). The
determination of the Indemnitee's entitlement to
indemnification shall be made within a reasonable time after
receipt by the Bank of the written request for indemnification
together with the Supporting Documentation. The Secretary of
the Bank shall, promptly upon receipt of such a request for
indemnification, advise the Board in writing that the
Indemnitee has requested indemnification.
(c) Procedure for Determination. The Indemnitee's
entitlement to indemnification under this Article VII shall be
determined (i) by the Board by a majority vote of a quorum (as
defined in Article II of these By-laws) consisting of directors
who were not parties to such action, suit or proceeding, or
(ii) if such quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the
stockholders, but only if a majority of the disinterested
directors, if they constitute a quorum of the Board, presents
the issue of entitlement to indemnification to the stockholders
for their determination.
ARTICLE VIII
By-laws
Section 8.01. Inspection. A copy of the By-laws
shall at all times be kept in a convenient place at the
principal office of the Bank, and shall be open for inspection
by stockholders during banking hours.
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Section 8.02. Amendments. Except as otherwise
specifically provided by statute, these By-laws may be added
to, amended, altered or repealed at any meeting of the Board by
vote of a majority of the entire Board, provided that written
notice of any such proposed action shall be given to each
director prior to such meeting, or that notice of such
addition, amendment, alteration or repeal shall have been given
at the preceding meeting of the Board.
Section 8.03. Construction. The masculine gender,
where appearing in these By-laws, shall be deemed to include
the feminine gender.
