BLOUNT INC, POS AM, 1998-06-17

BLOUNT INC
POS AM, 1998-06-17
CUTLERY, HANDTOOLS & GENERAL HARDWARE

Previous: BECTON DICKINSON & CO, SC 13G, 1998-06-17

Next: BLOUNT INC, 424B4, 1998-06-17

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1998

REGISTRATION NO. 333-42481
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE

AMENDMENT NO. 2

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

BLOUNT, INC.

BLOUNT INTERNATIONAL, INC.
(EXACT NAME OF EACH REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
63-0593908
DELAWARE 63-0780521
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBERS)
</TABLE>

4520 EXECUTIVE PARK DRIVE
MONTGOMERY, AL 36116-1602
(334) 244-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
------------------------

HAROLD E. LAYMAN
BLOUNT INTERNATIONAL, INC.
4520 EXECUTIVE PARK DRIVE
MONTGOMERY, ALABAMA 36116-1602
(334) 244-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:

<TABLE>
<S> <C>
DAVID LOPEZ, ESQ. MARY A. BERNARD, ESQ.
CLEARY, GOTTLIEB, STEEN & HAMILTON KING & SPALDING
ONE LIBERTY PLAZA 1185 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10006 NEW YORK, NEW YORK 10036
(212) 225-2000 (212) 556-2100
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable following the effective date of this
Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE> 2

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*

<TABLE>
<S> <C>
Commission Registration Fee................................. $ 44,250
Accounting Fees and Expenses................................ $ 50,000
Trustees' Fees and Expenses................................. $ 2,000
Printing Fees............................................... $ 35,000
Rating Agency Fees.......................................... $ 82,500
Legal Fees and Expenses..................................... $170,000
Miscellaneous............................................... $ 10,000
--------
Total.................................................. $393,750
========
</TABLE>

- - ---------------
* All amounts are estimated except for the Commission registration fee.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware Corporation Law authorizes a court to award, or
a corporation to grant, indemnity to directors and officers in terms
sufficiently broad to permit indemnification under certain circumstances against
liabilities (including expenses incurred) arising under the securities laws.
Article VI of the By-laws of each of Blount and the Company provides for
indemnification of the respective company's directors and officers against
certain liabilities, including certain liabilities under the securities laws,
incurred in their capacity as such.

The Underwriting Agreement (Exhibit 1 hereto) provides for indemnification
by each Underwriter of the Company and Blount and, each of their directors, each
of their officers who signs this Registration Statement and each person who
controls the Company or Blount within the meaning of the Securities Act of 1933,
as amended, from certain liabilities under the securities laws.

In addition, the Company and Blount maintain officers' and directors'
liability insurance.

ITEM 16. EXHIBITS.

<TABLE>
<C> <S>
*1 Form of Underwriting Agreement.
2 Stock Purchase Agreement, dated November 4, 1997, by and
among Blount, Inc., Hoffman Enclosures Inc., Pentair, Inc.
and Federal-Hoffman, Inc., relating to the acquisition of
Federal Cartridge Company (filed by incorporation by
reference to Exhibit 2 to Form 8-K dated November 4, 1997,
file no. 001-11549).
*4(a) Form of Indenture relating to the Notes and Guarantee
between the Company, the Guarantor and LaSalle National
Bank, as Trustee.
4(b) Form of Note and Guarantee (included in Sections 202 and 203
of Exhibit 4(a) above).
*5 Opinion of Cleary, Gottlieb, Steen & Hamilton as to legality
of the Notes and Guarantee.
*12 Computation of ratio of earnings to fixed charges.
*23(a) Consent of Coopers & Lybrand L.L.P., Independent
Accountants.
*23(b) Consent of Deloitte & Touche LLP, Independent Auditors.
23(c) Consent of Cleary, Gottlieb, Steen & Hamilton (included in
their opinion filed as Exhibit 5).
</TABLE>

II-1
<PAGE> 3

<TABLE>
<C> <S>
*24 Powers of Attorney.
25 Form T-1 Statement of Eligibility and Qualification of
LaSalle National Bank under the Trust Indenture Act of 1939.
</TABLE>

- - ---------------
* Previously filed.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrants have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrants in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered hereby, the registrants will,
unless in the opinion of their counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by them is against public policy as
expressed in such Act and will be governed by the final adjudication of such
issue.

The undersigned registrants hereby undertake that:

For purposes of determining any liability under the Securities Act of
1933, as amended, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrants pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.

For the purpose of determining any liability under the Securities Act
of 1933, as amended, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

For purposes of determining any liability under the Securities Act of
1933, each filing of the registrants' annual reports pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

II-2
<PAGE> 4

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANTS
CERTIFY THAT THEY HAVE REASONABLE GROUNDS TO BELIEVE THAT THEY MEET ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAVE DULY CAUSED THIS REGISTRATION
STATEMENT OR AMENDMENT THERETO TO BE SIGNED ON THEIR BEHALF BY THE UNDERSIGNED
THEREUNTO DULY AUTHORIZED, IN THE CITY OF MONTGOMERY, STATE OF ALABAMA, ON THE
17TH DAY OF JUNE, 1998.

<TABLE>
<S> <C>
BLOUNT INTERNATIONAL, INC. BLOUNT, INC.

By: /s/ HAROLD E. LAYMAN By: /s/ HAROLD E. LAYMAN
------------------------------------------------- -------------------------------------------------
Name: Harold E. Layman Name: Harold E. Layman
Title: Executive Vice President -- Finance Title: Executive Vice President -- Finance Operations
Operations and Chief Financial Officer and Chief Financial Officer
</TABLE>

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE CAPACITIES (FOR BOTH REGISTRANTS) AND ON THE DATES
INDICATED.

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
* Chairman of the Board and June 17, 1998
- - ------------------------------------------------ Director
Winton M. Blount

* President and Chief Executive June 17, 1998
- - ------------------------------------------------ Officer and Director
John M. Panettiere

* Director June 17, 1998
- - ------------------------------------------------
Haley Barbour

Director June 17, 1998
- - ------------------------------------------------
Samuel R. Blount

* Director June 17, 1998
- - ------------------------------------------------
W. Houston Blount

* Director June 17, 1998
- - ------------------------------------------------
R. Eugene Cartledge

* Director June 17, 1998
- - ------------------------------------------------
C. Todd Conover
</TABLE>

II-3
<PAGE> 5

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
* Director June 17, 1998
- - ------------------------------------------------
H. Corbin Day

* Director June 17, 1998
- - ------------------------------------------------
Emory M. Folmar

* Director June 17, 1998
- - ------------------------------------------------
Mary D. Nelson

* Director June 17, 1998
- - ------------------------------------------------
Arthur P. Ronan

* Director June 17, 1998
- - ------------------------------------------------
Andrew A. Sorensen

/s/ HAROLD E. LAYMAN Executive Vice June 17, 1998
- - ------------------------------------------------ President -- Finance Operations
Harold E. Layman and Chief Financial Officer

/s/ RODNEY W. BLANKENSHIP Vice President and Controller June 17, 1998
- - ------------------------------------------------ (Chief Accounting Officer)
Rodney W. Blankenship

*By: /s/ RICHARD H. IRVING, III Attorney-in-fact June 17, 1998
------------------------------------------
Richard H. Irving, III
</TABLE>

II-4
<PAGE> 6

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
- - ------- ----------- ----
<C> <S> <C>
*1 Form of Underwriting Agreement..............................
2 Stock Purchase Agreement, dated November 4, 1997, by and
among Blount, Inc., Hoffman Enclosures Inc., Pentair, Inc.
and Federal-Hoffman, Inc., relating to the acquisition of
Federal Cartridge Company (filed by incorporation by
reference to Exhibit 2 to Form 8-K dated November 4, 1997,
file no. 001-11549).........................................
*4(a) Form of Indenture relating to the Notes and Guarantee
between the Company and LaSalle National Bank, as Trustee...
4(b) Form of Note and Guarantee (included in Sections 202 and 203
of Exhibit 4(a) above)......................................
*5 Opinion of Cleary, Gottlieb, Steen & Hamilton as to legality
of the Notes and Guarantee..................................
*12 Computation of ratio of earnings to fixed charges...........
*23(a) Consent of Coopers & Lybrand L.L.P., Independent
Accountants.................................................
*23(b) Consent of Deloitte & Touche LLP, Independent Auditors......
23(c) Consent of Cleary, Gottlieb, Steen & Hamilton (included in
their opinion filed as Exhibit 5)...........................
*24 Powers of Attorney..........................................
25 Form T-1 Statement of Eligibility and Qualification of
LaSalle National Bank under the Trust Indenture Act of
1939........................................................
</TABLE>

- - ---------------
* Previously filed.

<PAGE> 1
EXHIBIT 25

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------

FORM T-1

STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
-----------------------

LASALLE NATIONAL BANK
(Exact name of trustee as specified in its charter)

36-1521370
(I.R.S. Employer
Identification No.)

135 South LaSalle Street, Chicago, Illinois
60603 (Address of principal executive offices)
(Zip Code)

-----------------------

M. ROBERT K. QUINN
Senior Vice President and General Counsel
Telephone: (312) 904-2010
135 South LaSalle Street
Chicago, Illinois 60603
(Name, address and telephone number of agent for service)

-----------------------

BLOUNT, INC.
(Exact name of obligor as specified in its charter)

Delaware 63-0593908
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)

4520 Executive Park Drive
Montgomery, AL
(334) 244-4254 36116-1602

(Address of Principal Executive Offices) (Zip Code)

-----------------------
Senior Notes
(Title of the indenture securities)
<PAGE> 2

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.

1. Comptroller of the Currency, Washington D.C.

2. Federal Deposit Insurance Corporation, Washington, D.C.

3. The Board of Governors of the Federal Reserve Systems,
Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

ITEM 2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.

If the obligor or any underwriter for the obligor is an affiliate of the
trustee, describe each such affiliation.

Neither the obligor nor any underwriter for the obligor is an
affiliate of the trustee.

ITEM 3. VOTING SECURITIES OF THE TRUSTEE.

Furnish the following information as to each class of voting securities of the
trustee:

Not applicable

ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.

If the trustee is a trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the following information:

(a) Title of the securities outstanding under each other indenture.

Not applicable

(b) A brief statement of the facts relied upon as a basis for the claim
that no conflicting interest within the meaning of Section 310(b)(1)
of the Act arises as a result of the trusteeship under such other
indenture, including a statement as to how the indenture securities
will rank as compared with the securities issued under such other
indenture.

Not applicable
<PAGE> 3

ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.

If the trustee or any of the directors or executive officers of the trustee is a
director, officer, partner, employee, appointee, or representative of the
obligor or of any underwriter for the obligor, identify each such person having
any such connection and state the nature of each such connection.

Not applicable

ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.

Furnish the following information as to the voting securities of the trustee
owned beneficially by the obligor and each director, partner and executive
officer of the obligor.

Not applicable

ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.

Furnish the following information as to the voting securities of the trustee
owned beneficially by each underwriter for the obligor and each director,
partner, and executive officer of each such underwriter.

Not applicable

ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.

Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for obligations in default by the
trustee:

Not applicable

ITEM 9. SECURITIES OF THE UNDERWRITER OWNED OR HELD BY THE TRUSTEE.

If the trustee owns beneficially or holds as collateral security for obligations
in default any securities of an underwriter for the obligor, furnish the
following information as to each class of securities of such underwriter any of
which are so owned or held by the trustee.

Not applicable

ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.

If the trustee owns beneficially or holds as collateral security for obligations
in default voting securities of a person who, to the knowledge of the trustee
(1) owns 10 percent or more of the voting securities of the obligor or (2) is an
affiliate, other than a subsidiary, of the obligor, furnish the following
information as to the voting securities of such person.

Not applicable
<PAGE> 4

ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.

If the trustee owns beneficially or holds as collateral security for obligations
in default any securities of a person who, to the knowledge of the trustee, owns
50 percent or more of the voting securities of the obligor, furnish the
following information as to each class of securities of such person any of which
are so owned or held by the trustee.

Not applicable

ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.

If the obligor is indebted to the trustee, furnish the following information.

ABN AMRO Bank N.V., an affiliate of LaSalle National Bank, has a $32.5 million
participation in an unsecured revolving line of credit agented by Morgan
Guaranty. Additionally, there exists a $2.0 million unsecured line of credit, a
$5.0 million SWAP facility, a $4.0 million liquidity facility and a $15.0
million SWAP facility.

ITEM 13. DEFAULTS BY THE OBLIGOR.

a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such
default.

Not applicable

b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in
any other securities, of the obligor are outstanding, or is trustee
for more than one outstanding series of securities under the
indenture, state whether there has been a default under any such
indenture or series, identify the indenture or series affected, and
explain the nature of any such default.

Not applicable

ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.

If any underwriter is an affiliate of the trustee, describe each such
affiliation.

Not applicable

ITEM 15. FOREIGN TRUSTEE.

Identify the order or rule pursuant to which the foreign trustee is authorized
to act as sole trustee under indentures qualified or to be qualified.

Not applicable

ITEM 16. LIST OF EXHIBITS.

List below all exhibits filed as part of this statement of eligibility and
qualification.

1. A copy of the Articles of Association of LaSalle National Bank
now in effect.

2. A copy of the certificate of authority to commence business.

3. A copy of the authorization to exercise corporate trust
powers.
<PAGE> 5

4. A copy of the existing By-Laws of LaSalle National Bank.

5. Not applicable.

6. The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939.

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.
<PAGE> 6

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939,the trustee,
LaSalle National Bank, a corporation organized and existing under the laws of
the United States of America, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Chicago, State of Illinois, on the 17th day of
June 1998.

LASALLE NATIONAL BANK

By: /s/ Christopher S. Hillcoat
---------------------------
Christopher S. Hillcoat
Senior Vice President
<PAGE> 7

EXHIBIT 1

ARTICLES OF ASSOCIATION
<PAGE> 8

ARTICLES
OF
ASSOCIATION

LA SALLE NATIONAL BANK (LOGO)

LA SALLE NATIONAL BANK
CHICAGO, ILLINOIS
<PAGE> 9

(LOGO)
LaSalle National Bank

ARTICLES OF ASSOCIATION

FIRST. The title of this association, which shall carry on the business of
banking under the laws of the United States shall be "LaSalle National Bank."

SECOND. The place where the main banking house or office of this
association shall be located, its operations of discount and deposit carried on,
and its general business conducted, shall be Chicago, County of Cook, State of
Illinois.

THIRD. The Board of Directors of this association shall consist of such
number of its shareholders, not less than five nor more than twenty-five, as
from time to time shall be determined by a majority of the votes to which all of
its shareholders are at the time entitled. A majority of the Board of Directors
shall be necessary to constitute a quorum for the transaction of business. The
Board of Directors, by vote of a majority of the full board, may, between annual
meetings of shareholders increase the membership of the Board where the number
of directors last elected by shareholders was 15 or less, by not more than two
members, and where the number of directors last elected by shareholders was 16
or more, by not more than four members and by a like vote appoint qualified
persons to fill the vacancies created thereby; provided that the number of
Directors shall at no time exceed twenty-five.

FOURTH. The regular annual meeting of the shareholders of this association
shall be held at its main banking house, or other convenient place duly
authorized by the board of directors on such day of each year as is specified
therefor in the bylaws.

FIFTH. The amount of capital stock which this association is authorized to
issue shall be Twenty Million Dollars ($20,000,000.00) divided into 2,000,000
shares of common capital stock of the par value of $10.00 each; but said capital
stock may be increased or decreased from time to time, in accordance with the
provisions of the laws of the United States.

If the capital stock is increased by the sale of additional shares
thereof, other than to key officers and employees of the association upon the
exercise of options granted pursuant to the terms of a stock option plan then in
effect, as to which sales all pre-emptive rights are waived, each shareholder
shall be entitled to subscribe for such additional shares in proportion to the
number of shares of said capital stock owned by him at the time the increase is
authorized by the shareholders, unless another time subsequent to the date of
the shareholders' meeting is specified in a resolution adopted by the
shareholders at the time the increase is authorized. The board of directors
shall have the power to prescribe a reasonable period of time within which the
pre-emptive rights to subscribe to the new shares of capital stock may be
exercised.

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, who shall be chairman of the board, but the board of
directors may appoint a director in lieu of the president to be chairman of the
board, who shall perform such duties as may be designated by the board of
directors. The board of directors shall have the power to appoint one or more
vice presidents, a cashier and such other officers as may be required to
transact the business of this association; to fix the salaries to be paid to all
officers of this association; and to dismiss such officers, or any of them.
<PAGE> 10

The board of directors shall have the power to define the duties of
officers and employees of this association, to require bonds from them, and to
fix the penalty thereof; to regulate the manner in which directors shall be
elected or appointed, and to appoint judges of the election; to make all bylaws
that it may be lawful for them to make for the general regulation of the
business of this association and the management of its affairs; and generally to
do and perform all acts that it may be lawful for a board of directors to do and
perform.

SEVENTH. This association shall have succession from the date of its
organization certificate until such time as it be dissolved by act of its
shareholders in accordance with the provisions of the banking laws of the United
States, or until its franchise becomes forfeited by reason of violation of law,
or until terminated by either a general or a special act of Congress, or until
its affairs be placed in the hands of a receiver and finally wound up by him.

EIGHTH. The board of directors of this association, or any three or more
shareholders owning, in the aggregate, not less than ten per centum of the stock
of this association, may call a special meeting of shareholders at any time:
Provided, however, that, unless otherwise provided by law, not less than ten
days prior to the date fixed for any such meeting, a notice of the time, place,
and purpose of the meeting shall be given by first-class mail, postage prepaid,
to all shareholders of record of this association at their respective addresses
as shown upon the books of the association. These articles of association may be
amended at any regular or special meeting of the shareholders by the affirmative
vote of the shareholders owning at least a majority of the stock of this
association, subject to the provisions of the banking laws of the United States.
The notice of any shareholders' meeting, at which an amendment to the articles
of association of this association is to be considered, shall be given as
herein-above set forth.

NINTH. Any person, his heirs, executors, or administrators, may be
indemnified or reimbursed by the association for reasonable expenses actually
incurred in connection with any action, suit, or proceeding, civil or criminal,
to which he or they shall be made a party by reason of his being or having been
a director, officer, or employee of the association or of any firm, corporation,
or organization which he served in any such capacity at the request of the
association: Provided, however, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit, or proceeding as to
which he shall finally be adjudged to have been guilty of or liable for
negligence or wilful misconduct in the performance of his duties to the
association: And, provided further, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit, or proceeding which
has been made the subject of a compromise settlement except with the approval of
a court of competent jurisdiction, or the holders of record of a majority of the
outstanding shares of the association, or the board of directors, acting by vote
of directors not parties to the same or substantially the same action, suit, or
proceeding, constituting a majority of the whole number of the directors. The
foregoing right of indemnification or reimbursement shall not be exclusive of
other rights to which such person, his heirs, executors, or administrators, may
be entitled as a matter of law.

********

May 17, 1982
Form No. 181, Rev 5/17/82 GW
<PAGE> 11

EXHIBIT 2

CERTIFICATE OF AUTHORITY
TO COMMENCE BUSINESS
<PAGE> 12

STATE OF ILLINOIS

AUDITOR'S OFFICE

NO. 333 (LOGO)

NATIONAL BANK TRUST CERTIFICATE

Springfield, FEBRUARY 15th 1928

I, OSCAR NELSON, Auditor of Public Accounts of the State of Illinois, do
hereby certify that the NATIONAL BUILDERS BANK OF CHICAGO located at CHICAGO,
County of COOK and State of Illinois, a corporation organized under and by
authority of the statutes of the United States governing National Banks and
authority granted by the Federal Reserve Act for the purpose of accepting and
executing trusts, has this day deposited in this office, securities in the sum
of TWO HUNDRED THOUSAND Dollars, $200,000.00 of the character designated by
Section 6 of the Act of the Legislature of the State of Illinois entitled "An
Act to provide for and regulate the administration of trusts by trust
companies,"

The said deposit is made for the benefit of the creditors of said NATIONAL
BUILDERS BANK OF CHICAGO under and by virtue of the provisions of the Act above
referred to and the said securities are now held by me in this office in my
official capacity as such Auditor of Public Accounts, for the uses and purposes
aforesaid.

I further certify that by virtue of the Acts aforesaid, the NATIONAL
BUILDERS BANK OF CHICAGO is hereby authorized to accept and execute trusts and
receive deposits of trust funds under the provisions and limitations of "An Act
to provide for and regulate the administration of trusts in Illinois.

(SEAL) IN TESTIMONY WHEREOF, I hereunto subscribe my name and affix
the seal of my office, the day and year first above written.

/s/ Oscar Nelson
----------------
AUDITOR OF PUBLIC ACCOUNTS.
STATE OF ILLINOIS.
<PAGE> 13

NO. 13146.

TREASURY DEPARTMENT (LOGO)

OFFICE OF COMPTROLLER OF THE CURRENCY

Washington, D.C., NOVEMBER 29, 1927.

WHEREAS, by satisfactory evidence presented to the undersigned, it has
been made to appear that "NATIONAL BUILDERS BANK OF CHICAGO" in the CITY of
CHICAGO in the County of COOK and State of ILLINOIS has complied with all the
provisions of the Statutes of the United States, required to be complied with
before an association shall be authorized to commence the business of Banking;

NOW THEREFORE I, J.W. MCINTOSH, Comptroller of the Currency, do hereby
certify that "NATIONAL BUILDERS BANK OF CHICAGO" in the CITY of CHICAGO in the
County of COOK and State of ILLINOIS is authorized to commence the business of
Banking as provided in Section Fifty one hundred and sixty nine of the Revised
Statutes of the United States.

(SEAL) IN TESTIMONY WHEREOF witness my hand and Seal of (SEAL)
office this TWENTY-NINTH day of NOVEMBER, 1927.

/s/ J.W. McIntosh
-----------------
Comptroller of the Currency
<PAGE> 14

CERTIFICATE OF CHANGE OF CORPORATE TITLE

(LOGO)

NO. 13146.

TREASURY DEPARTMENT

OFFICE OF THE COMPTROLLER OF THE CURRENCY

WASHINGTON, D.C., MAY 1, 1940.

WHEREAS, by satisfactory evidence presented to me, it appears that under
authority of sections 2, 3, and 4, of the Act of Congress approved May 1, 1886,
entitled "An Act to enable national banking associations to increase their
capital stock and to change their names or location," shareholders owning
two-thirds of the stock of the national banking association heretofore known
as-- "NATIONAL BUILDERS BANK OF CHICAGO," located in CHICAGO, County of COOK,
State of ILLINOIS, have voted to change the name of said association to--
"LASALLE NATIONAL BANK," and have complied with all the provisions of the said
Act relative to national banking associations changing their name.

NOW, THEREFORE, IT IS HEREBY CERTIFIED, that the name of the said
association has been changed to-- "LASALLE NATIONAL BANK," and that such change
of name is hereby approved under authority conferred by said Act.

(SEAL) IN TESTIMONY WHEREOF, witness my hand and seal of office
this FIRST day of MAY, 1940.

/s/
-----------------------------------
ACTING Comptroller of the Currency.
<PAGE> 15

EXHIBIT 3

AUTHORIZATION TO EXERCISE
CORPORATE TRUST POWERS
<PAGE> 16

BOARD OF GOVERNORS
OF THE
FEDERAL RESERVE SYSTEM [LETTERHEAD]

WASHINGTON

May 9, 1940

LaSalle National Bank,
Chicago, Illinois.

Gentlemen:

The Board of Governors of the Federal Reserve System has been officially
advised by the Comptroller of the Currency that on May 1, 1940, National
Builders Bank of Chicago, Chicago, Illinois, changed its title to LaSalle
National Bank, and accordingly there is enclosed herewith a certificate showing
that LaSalle National Bank has authority to exercise the fiduciary powers
enumerated therein.

Kindly acknowledge receipt of this certificate.

Very truly yours,

S. R. Carpenter
---------------
S. R. Carpenter,
Assistant Secretary.

Enclosure
<PAGE> 17

BOARD OF GOVERNORS
OF THE
FEDERAL RESERVE SYSTEM
WASHINGTON

I, S. R. Carpenter, Assistant Secretary of the Board of Governors of the
Federal Reserve System (formerly known as the Federal Reserve Board), do hereby
certify that it appears from the records of the Board of Governors of the
Federal Reserve System that:

(1) Pursuant to the authority vested in the Federal Reserve Board by an
Act of Congress approved December 23, 1913, known as the Federal Reserve Act, as
amended, the Federal Reserve Board on December 8, 1927, granted to National
Builders Bank of Chicago, Chicago, Illinois, the right to act, when not in
contravention of State or local law, as trustee, executor, administrator,
registrar of stocks and bonds, guardian of estates, assignee, receiver,
committee of estates of lunatics, or in any other fiduciary capacity in which
State banks, trust companies or other corporations which come into competition
with national banks are permitted to act under the laws of the State of
Illinois;

(2) Under the provisions of an Act of Congress approved May 1, 1886,
National Builders Bank of Chicago, Chicago, Illinois, on May 1, 1940, changed
its title to LaSalle National Bank; and

(3) By virtue of the foregoing, LaSalle National Bank, Chicago, Illinois,
has authority to act, when not in contravention of State or local law, as
trustee, executor, administrator, registrar of stocks and bonds, guardian of
estates, assignee, receiver, committee of estates of lunatics, or in any other
fiduciary capacity in which State banks, trust companies or other corporations
which come into competition with national banks are permitted to act under the
laws of the State of Illinois, subject to regulations prescribed by the Board of
Governors of the Federal Reserve System.

IN WITNESS WHEREOF, I have hereunto subscribed my name and caused the seal
of the Board of Governors of the Federal Reserve System to be affixed at the
City of Washington in the District of Columbia.

/s/ S. R. Carpenter
-------------------
Assistant Secretary.

Dated May 9, 1940
<PAGE> 18

EXHIBIT 4

BY-LAWS OF LA SALLE NATIONAL BANK

<PAGE> 19

BYLAWS

LA SALLE NATIONAL BANK

CHICAGO, ILLINOIS

LA SALLE NATIONAL BANK (LOGO)

Organized Under the National Banking Laws
of the United States
<PAGE> 20

BYLAWS

of the

LA SALLE NATIONAL BANK

(a National Banking Association which association
is herein referred to as the "bank")

ARTICLE I

MEETINGS OF SHAREHOLDERS

SECTION 1.1. ANNUAL MEETING. The regular annual meeting of the
shareholders for the election of directors and the transaction of whatever other
business may properly come before the meeting, shall be held at the main office
of the Bank, 135 South LaSalle Street, Chicago, Illinois, or such other place as
the Board of Directors may designate, at 9:00 A.M., on the third Wednesday of
March of each year. Notice of such meeting shall be mailed, postage prepaid, at
least ten days prior to the date thereof, addressed to each shareholder at his
address appearing on the books of the Bank. If for any cause, an election of
directors is not made on the said day, the Board of Directors shall order the
election to be held on some subsequent day as soon thereafter as practicable,
according to the provisions of law; and notice thereof shall be given in the
manner herein provided for the annual meeting.

SECTION 1.2. SPECIAL MEETINGS. Except as otherwise specifically provided
by statute, special meetings of the shareholders may be called for any purpose
at anytime by the board of directors or by any three or more shareholders
owning, in the aggregate, not less than ten percent of the stock of the bank.
Every such special meeting, unless otherwise provided by law, shall be called by
mailing, postage pre-paid, not less than ten days prior to the date fixed for
such meeting, to each shareholder at his address appearing on the books of the
bank, a notice stating the purpose of the meeting.

SECTION 1.3. NOMINATIONS FOR DIRECTOR. Nominations for election to the
board of directors may be made by the board of directors or by any shareholder
of any outstanding class of capital stock of the bank entitled to vote for the
election of directors. Nominations, other than those made by or on behalf of the
existing management of the bank, shall be made in writing and shall be delivered
or mailed to the president of the bank 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 the shareholders,
such nomination shall be mailed or delivered to the president of the bank 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: (a) the name and address of each proposed nominee; (b)
the principal occupation of each proposed nominee; (c) the total number of
shares of capital stock of each proposed nominee; (d) the name and address of
the notifying shareholder; and (e) the number of shares of capital stock of the
bank owned by the notifying shareholder. Nominations not made in accordance
herewith, may, in his discretion, be disregarded by the chairman of the meeting,
and upon his instructions, the vote tellers may disregard all votes cast for
each such nominee.

SECTION 1.4. JUDGES OF ELECTION. Every election of directors shall be
managed by three judges, who shall be appointed by the board of directors prior
lo the time of said election. The judges of election shall hold and conduct the
election at which they are appointed to serve; and after the election, they
shall file with the cashier a certificate under their hands, certifying the
result thereof and the names of the directors elected. The judges of

1
<PAGE> 21

election. at the request of the chairman of the meeting, shall act as tellers of
any other vote by ballot taken at such meeting, and shall certify the result
thereof.

SECTION 1.5. PROXIES. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of this bank shall act as proxy. Proxies shall be valid only for one meeting, to
be specified therein, and any adjournments of such meeting. Proxies shall be
dated and shall be filed with the records of the meeting.

SECTION 1.6. 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; 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.

ARTICLE II

DIRECTORS

SECTION 2.1. BOARD OF DIRECTORS. The board of directors (hereinafter
referred to as the "board"), shall have power to manage and administer the
business affairs of the bank. Except as expressly limited by law, all corporate
powers of the bank shall be vested in and may be exercised by said board.

SECTION 2.2. NUMBER. The board shall consist of not less than five or more
than twenty-five shareholders, 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 the shareholders at any meeting thereof;
provided, however, that a majority of the full board may not increase the number
of directors by more than two if the number of directors last elected by
shareholders was fifteen or less and by not more than four where the number of
directors last elected by shareholders was sixteen or more, provided that in no
event shall the number of directors exceed twenty-five.

SECTION 2.3. ORGANIZATION MEETING. The cashier, upon receiving the
certificate of the judges, of the result of any election, 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 bank for the purpose of organizing the new board
and electing and appointing officers of the bank for the succeeding year. Such
meeting shall be appointed to be held on the day of election or as soon
thereafter as practicable, and, in any event, within thirty days thereof. If, at
the time fixed for such meeting, there shall not be a quorum present the
directors present may adjourn the meeting, from time to time, until a quorum is
obtained.

SECTlON 2.4 REGULAR MEETINGS. The regular meetings of the board shall be
held, without notice, on the third Wednesday of each month at the main office.
When any regular meeting of the board falls upon a holiday, the meeting shall be
held on the next banking business day unless the board shall designate some
other day.

SECTION 2.5 SPECIAL MEETINGS. Special meetings of the board may be called
by the chairman of the board, the president, or at the request of three or more
directors. Each member of the board shall be given notice stating the time and
place, by telegram, letter or in person, of each such special meeting.

SECTION 2.6. QUORUM. A majority of the directors shall constitute a quorum
at any meeting, except when otherwise provided by law; but a less number may
adjourn any meeting from time to time, and the meeting may be held, as
adjourned, without further notice.

2
<PAGE> 22

SECTION 2.7. VACANCIES. When any vacancy occurs among the directors, the
remaining members of the board, in accordance with the laws of the United
States, may appoint a director to fill such vacancy at any regular meeting of
the board, or at a special meeting called for that purpose.

SECTION 2.8. RETIREMENT POLICY. A retirement policy adopted by the board
of directors shall be applicable to directors who are not active officers of the
bank.

ARTICLE III

COMMITTEES OF THE BOARD

SECTION 3.1. EXECUTIVE COMMITTEE. There shall be an executive committee of
the board. The members of the executive committee shall be chosen by the board
from time to time, shall hold office during its pleasure, and shall consist of
the chairman of the board, the chairman of the executive committee selected by
the board, who may but need not be the same person designated to be president,
and the president, ex officio, and not less than seven additional members of the
board who shall not be active officers of the bank. It shall be the duty of this
committee to exercise such powers and perform such duties in respect to the
making of loans and discounts as shall from time to time be specified by
resolution of the board. During such periods as the board shall not be in
session, the executive committee shall have and may exercise all the powers of
the board except such as are by law or by these bylaws required to be exercised
only by the board. The executive committee may make rules for holding and
conducting its meetings and keep in the minute book of the bank a report of all
action taken which shall be submitted for approval at each regular meeting of
the board and the action of the board shall be recorded in the minutes of that
meeting. A quorum of the executive committee shall consist of not less than five
of its members, at least three of whom shall not be active officers of the bank.
The chairman of the board, or in his absence in the order named if present, the
chairman of the executive committee or the president, may designate any director
who is not an active officer of the bank, or a designated member, to serve as a
member of the executive committee at any specified meeting. Vacancies in the
executive committee at any time existing may be filled by appointment by the
board. The board may at anytime revise or change the membership and chairmanship
of the executive committee and make new or additional appointments thereto. The
chairman of the executive committee shall be ex officio a member of all
committees except the examining committee and the trust audit committee, and
shall have such other duties as may from time to time be assigned him by the
board.

SECTION 3.2. OFFICERS' COMPENSATION COMMITTEE. There shall be an officers'
compensation committee of the board. The members of the officers' compensation
committee shall consist of the members ex officio provided for in other sections
of these bylaws and not less than three additional non-officer members of the
board who shall be appointed by the board each year at its first meeting after
the directors have been elected and qualified. It shall be the duty of this
committee to study the compensation of all officers of the bank and from time to
time report their recommendations to the board; and such other duties, if any,
as may from time to time be assigned to it by the board. A majority of the
committee, including at least two non-officer members, shall be necessary for
the committee to keep records of its action.

SECTION 3.3. EXAMINING COMMITTEE. There shall be an examining committee of
the board. The members of the examining committee shall consist of the members
ex officio provided for in other sections of these bylaws, but exclusive of any
active officer of the bank and not less than three additional non-officer
members of the board who shall be appointed by the board each year at its first
meeting after the directors have been elected and qualified. It shall be the
duty of this committee to make an examination at least twice each year into the
affairs of the bank or to cause the examinations to be made by accountants (who
may be the bank's own accountants) responsible only to the board in such
examinations, and to report the result of such examinations in writing to the
board at the next regular meeting thereafter, or it may, at its sole discretion,
submit the reports of the national bank examiner or of the Chicago Clearing
House Association examination, with or without additional comments by the
committee itself, for, and in lieu of its personal examinations. Such reports
shall state whether the bank is in sound

3
<PAGE> 23

condition, whether adequate internal audit controls and procedures are being
maintained and shall recommend to the board such changes in the manner of doing
business or conducting the affairs of the bank as shall be deemed advisable.

SECTION 3.4. OTHER COMMITTEES. The board may appoint, from time to time,
from its own members, other committees of one or more persons, for such purposes
and with such powers as the board may determine.

ARTICLE IV

OFFICERS AND EMPLOYEES

SECTION 4.1. CHAIRMAN OF THE BOARD. The board shall appoint one of its
members to be chairman of the board. The chairman of the board shall supervise
the carrying out of the policies adopted or approved by the board. He shall have
general executive powers, as well as the specific powers conferred by these
bylaws. He shall be ex officio a member of all committees, except the examining
committee and the trust audit committee. He shall have general supervision and
direction of the business, affairs and personnel of the bank. He shall also have
and may exercise such further powers and duties as from time to time may be
conferred upon, or assigned to him by the board.

SECTION 4. 2. VICE CHAIRMAN OF THE BOARD. The board may appoint one of its
members to be vice chairman of the board. He shall perform such duties as may
from time to time be assigned to him by the board.

SECTION 4.3. PRESIDENT. The board shall appoint one of its members to be
president of the bank. He shall be the chief executive officer and the chief
administrative officer of the bank and in the absence of the chairman of the
board, he shall preside at any meeting of the board at which he is present. 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 bylaws. He shall be ex officio a
member of all committees, except the examining committee and trust audit
committee. He shall have general supervision of the business, affairs and
personnel of the bank and in the absence of the chairman of the board, shall
exercise the powers and perform the duties of the chairman of the board. He
shall also have and may exercise such further powers and duties as from time to
time may be conferred upon or assigned to him by the board.

SECTION 4.4. SENIOR OFFICERS. The board may appoint one or more executive
vice presidents and one or more senior vice presidents. Each such senior officer
shall have such powers and duties as may be assigned to him by the board, the
chairman of the board, or the president.

SECTION 4.5. VICE PRESIDENT. The board may appoint one or more vice
presidents. Each vice president shall have such powers and duties as may be
assigned to him by the board, the chairman of the board, or the president.

SECTION 4.6. CASHIER. The board shall appoint a cashier who shall have
such powers and duties as may be assigned to him by the board, the chairman of
the board, or the president. The cashier shall be custodian of the corporate
seal, records, documents and papers of the bank. He shall provide for keeping of
proper records of all transactions of the bank.

SECTION 4.7. SECRETARY. The board shall appoint a secretary who shall be
secretary of the bank. He shall also perform such duties as may be assigned to
him from time to time by the board. The board may appoint a secretary of the
board who shall keep accurate minutes of all meetings. He shall attend to the
giving of all notices; he shall also perform such other duties as may be
assigned to him from time to time by the board.

4
<PAGE> 24

SECTION 4.8. 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, 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 bank. Such officers, respectively, shall 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 chairman of the board
or the president.

SECTION 4.9. CLERKS AND AGENTS. The chairman of the board, the president,
or any other active officer of the bank authorized by the chairman of the board,
or the president, may appoint and dismiss all or any paying tellers receiving
tellers note tellers, vault custodians, bookkeepers and other clerks, agents and
employees as they may deem advisable for the prompt and orderly transaction of
the business of the bank, define their duties, fix the salaries to be paid them
and the conditions of their employment.

SECTION 4.10. RESPONSIBILITY FOR MONEYS, ETC. Each of the active officers
and clerks of this bank shall be responsible for all moneys, funds valuables and
property of every kind and description that may from time to time be entrusted
to his care or placed in his hands by the board or others, or that otherwise may
come into his possession as an active officer or clerk of this bank.

SECTION 4.11. SURETY BONDS. All the active officers and clerks of this
bank may be covered by one of the blanket form bonds customarily written by the
surety companies, drawn for such an amount, and executed by such surety company,
as the board may from time to time require, and duly approve; or at the
discretion of the board, all such active officers and clerks shall, each for
himself, give such bond, with such security, and in such denominations as the
board may from time to time require and direct. All bonds approved by the board
shall assure the faithful and honest discharge of the respective duties of such
active officer or clerk and shall provide that such active officer or clerk
shall faithfully apply and account for all moneys, funds, valuables and property
of every kind and description that may from time to time come into his hands or
be entrusted to his care, and pay over and deliver the same to the order of the
board or to such other person or persons as may be authorized to demand and
receive the same.

SECTION 4.12. TERM OF OFFICE - OFFICER DIRECTOR. The chairman of the
board, the vice chairman of the board and the president, together with any other
active officers who may be duly elected members of the board, shall hold their
respective offices for the current year for which the board (of which they shall
be members) was elected and until their successors are appointed, unless they
shall resign, be disqualified, or be removed; and any vacancy occurring in the
office of the chairman of the board, the vice chairman of the board, the
president, or in the board, shall, if required by these bylaws, be filled by the
remaining members.

SECTION 4.13. TERM OF OFFICE - OFFICER. The executive vice presidents, the
senior vice presidents, the vice presidents, the assistant vice presidents, the
cashier, the secretary, the trust officers and all other officers and
attorneys-in-fact who are not duly elected members of the board, shall be
appointed to hold their offices, respectively, during the pleasure of the board.

ARTICLE V

TRUST DEPARTMENT

SECTION 5.1. TRUST DEPARTMENT. There shall be a department of the bank
known as the trust department which shall perform the fiduciary responsibilities
of the bank.

SECTION 5.2. TRUST OFFICER. There shall be a senior vice president and
trust officer, or vice president and trust officer of this bank, who shall be
designated as the managing officer of the trust department and whose duties
shall be to manage, supervise and direct all the activities of the trust
department. He shall do, or cause

5
<PAGE> 25

to be done, all things necessary or proper in carrying on the business of the
trust department in accordance with provisions of law and regulations. He shall
act pursuant to opinion of counsel where such opinion is deemed necessary.
Opinions of counsel shall be retained on file in connection with all important
matters pertaining to fiduciary activities. The trust officer shall be
responsible for all assets and documents held by the bank in connection with
fiduciary matters.

The board may appoint such other officers of the trust department as it may deem
necessary, with such duties as may be assigned to them by the board, the
chairman of the board, or the president.

SECTION 5.3. TRUST INVESTMENT COMMITTEE. There shall be appointed by the
board a trust investment committee of this bank composed of not less than four
members, including members ex officio provided for in other sections of these
bylaws, who shall be capable and experienced officers or directors of the bank.
All investments of funds held in a fiduciary capacity shall be made, retained or
disposed of only with the approval of the trust investment committee; and the
committee shall keep minutes of all its meetings, showing the disposition of all
matters considered and passed upon by it. The committee shall, promptly after
the acceptance of an account for which the bank has investment responsibilities,
review the assets thereof, to determine the advisability of retaining or
disposing of such assets. The committee shall conduct a similar review at least
once during each calendar year thereafter and within fifteen months of the last
such review. A report of all such reviews, together with the action taken as a
result thereof, shall be noted in the minutes of the committee. Three members of
the trust investment committee shall constitute a quorum, and any action
approved by a majority of those present shall constitute the action of the
committee.

SECTION 5.4. TRUST AUDIT COMMITTEE. The board shall appoint a committee of
not less than three directors, including members ex officio provided for in
other sections of these bylaws, exclusive of any active officers of the bank,
which shall at least once during each calendar year and within fifteen months of
the last such audit make suitable audits of the trust department, or cause
suitable audits to be made, by auditors responsible only to the board, and at
such time shall ascertain whether the department has been administered in
accordance with law, Regulation 9, and sound fiduciary principles.
Notwithstanding the provisions of this Section, the board at any time may assign
to the Examining Committee, in addition to the duties of the Examining Committee
set forth in Section 3.3 of these bylaws, all of the duties of the Trust Audit
Committee and during such time as the Examining Committee is performing the
duties of both committees, the Trust Audit Committee shall cease to function as
a committee of this board. The board at any time may reassign the duties
provided for in this Section to the Trust Audit Committee.

SECTION 5.5. TRUST DEPARTMENT FILES. There shall be maintained in the
trust department, files containing all fiduciary records necessary to assure
that its fiduciary responsibilities have been properly undertaken and
discharged.

SECTION 5.6. TRUST INVESTMENTS. Funds held in a fiduciary capacity shall
be invested in accordance with 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 bank a discretion
in the matter, fund shield pursuant to such instrument shall be invested in
investments in which corporate fiduciaries may invest under local law.

ARTICLE VI

STOCK AND STOCK CERTIFICATES

SECTION 6.1. TRANSFERS. Shares of capital stock shall be transferable on
the books of the bank and a transfer book shall be kept in which all transfers
of stock shall be recorded. Every person becoming a shareholder

6
<PAGE> 26

be such transfer shall in proportion to his shares, succeed to all rights and
liabilities of the prior holder of such shares.

SECTION 6.2. STOCK CERTIFICATES. Certificates of capital stock shall bear
the signature of any one of, the chairman of the board, or 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 bank shall be engraven
thereon. Each certificate shall recite on its face that the stock represented
thereby is transferable, properly endorsed, only on the books of the bank.

ARTICLE VII

CORPORATE SEAL

SECTION 7.1. CORPORATE SEAL. The chairman of the board, 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 form set forth herein.

ARTICLE VIII

INDEMNIFYING OFFICERS AND DIRECTORS

SECTION 8.1. INDEMNIFYING OFFICERS AND DIRECTORS. Any person, his heirs,
executors or administrators, may be indemnified or reimbursed by the bank for
reasonable expenses actually incurred in connection with any action, suit or
proceeding, civil or criminal, to which he or they shall be made a party by
reason of his being or having been a director, officer or employee of the bank
or of any firm, corporation or organization which he served in any such capacity
at the request of the bank; provided, however, that no person shall be so
indemnified or reimbursed in relation to any matter in such action, suit or
proceeding as to which he shall finally be adjudged to have been guilty of or
liable for negligence or willful misconduct in the performance of his duties to
the bank; and, provided further, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit or proceeding which
has been made the subject of a compromise settlement except with the approval of
a court of competent jurisdiction, or the holders of record of a majority of the
outstanding shares of the bank, or the board, acting by vote of directors not
parties to the same or substantially the same action suit or proceeding,
constituting a majority of the whole number of the directors. The foregoing
right of indemnification or reimbursement shall not be exclusive of other rights
to which such person, his heirs, executors or administrators, may be entitled as
a matter of law.

ARTICLE IX

MISCELLANEOUS PROVISIONS

SECTION 9.1. FISCAL YEAR. The fiscal year of the bank shall be the
calendar year.

SECTION 9.2. 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
for the bank by the chairman of the board, or the vice chairman of the board, or
the president, or any executive vice president, or any senior vice president, or
any vice

7
<PAGE> 27

president, or the secretary or the cashier, or, if in connection with the
exercise of fiduciary powers of the bank by any of said officers or by any
officer in the trust department. Any such instruments may also be signed,
executed, acknowledged, verified, delivered or accepted for the bank in such
other manner and by such other officers as the board may from time to time
direct. The provisions of this Section 9.2 are supplementary to any other
provisions of these bylaws.

SECTION 9.3. RECORDS. The articles of association, the bylaws, and the
proceedings of all meetings of the shareholders and of the board shall be
recorded in appropriate minute books provided for the purpose; where these
bylaws so provide, the proceedings of standing committees of the board shall be
recorded in appropriate minute books provided for the purpose.

ARTICLE X

EMERGENCIES

SECTION 10.1. CONTINUATION OF BUSINESS. In the event of a state of
emergency of sufficient severity to interfere with the conduct and management of
the affairs of this bank, the officers and employees will continue to conduct
the affairs of the bank under such guidance from the directors as may be
available except as to matters which by statute require specific approval of the
board of directors and subject to conformance with any governmental directives
during the emergency.

SECTION 10.2. DESIGNATION OF PLACE OF BUSINESS. The offices of the bank at
which its business shall be conducted shall be the main office thereof located
at 135 South LaSalle Street, Chicago, Illinois, and any other legally authorized
location which may be leased or acquired by this bank to carry on its business.
During an emergency resulting in any authorized place of business of this bank
being unable to function, the business ordinarily conducted at such location
shall be relocated elsewhere in suitable quarters, in addition to or in lieu of
the locations heretofore mentioned, as may be designated by the board of
directors or by the executive committee or by such persons as are then, in
accordance with resolutions adopted from time to time by the board of directors
dealing with the exercise of authority in the time of such emergency, conducting
the affairs of this bank. Any temporarily relocated place of business of this
bank shall be returned to its legally authorized location as soon as practicable
and such temporary place of business shall then be discontinued.

ARTICLE XI

BYLAWS

SECTION 11.1 INSPECTION. A copy of the bylaws with all amendments thereto,
shall at all times be kept in a convenient place at the main office of the bank
and shall be open for inspection to all shareholders, during banking hours.

SECTION 11.2 AMENDMENTS. The bylaws may be amended, altered or repealed,
at any regular meeting of the board, by a vote of a majority of the whole number
of the directors.

***

I______________________________________hereby certify that I am
the________________________Cashier/Secretary of LaSalle National Bank, Chicago,
Illinois and that the foregoing is a true and correct copy of the bylaws of this
bank as amended and that the same are in full force and effect ____________ day
of__________________ 19________

8
<PAGE> 28
______________________
Cashier/Secretary.

December 15, 1982

(SEAL)

9
<PAGE> 29

EXHIBIT 5

NOT APPLICABLE
<PAGE> 30

EXHIBIT 6

LaSalle National Bank hereby consents in accordance with the provisions of
Section 321(b) of the Trust Indenture Act of 1939, that reports of examinations
by Federal, State, Territorial and District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon its request therefor.

LA SALLE NATIONAL BANK

By: /s/ Sarah H. Webb
-------------------
Sarah H. Webb
First Vice President
<PAGE> 31

EXHIBIT 7

Latest Report of Condition of
Trustee published pursuant to
law or the requirement of its
surviving or examining authority.
<PAGE> 32

EXHIBIT 8

NOT APPLICABLE
<PAGE> 33

EXHIBIT 9

NOT APPLICABLE

<PAGE> 34

LaSalle National Bank Call Date: 9/30/97 ST-BK 17-1620 FFIEC 031
135 South LaSalle Street Page RC-1
Chicago, IL 60603 Vendor ID: D CERT: 15407 11

Transit Number: 71000505

Consolidated Report of Condition for Insured Commercial and
State-Chartered Savings Banks for December 31, 1997

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>

<S> <C> <C> <C> <C> <C> <C>
Dollar Amounts
in thousands
ASSETS
1 Cash and balances due from depository
institutions (from Schedule RC - A) RCFD
a. Noninterest bearing balances and currency and ----
coin (1) 0081 804,023 1.a
b. Interest bearing balances (2) 0071 634 1.b
2. Securities:
a. Held to maturity securities (from Schedule RC-B
column A) 1754 962,382 2.a
b. Available for sale securities (from schedule RC-B
column D) 1773 3,453,261 2.b
3. Federal funds sold and securities purchased under
agreements to resell 1350 86,026 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCFD
----
(from Schedule RC-C) 2122 10,093,581 4.a
b. LESS: Allowances for loan and lease losses 3123 191,670 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) 2125 9,901,911 4.d
5. Trading assets (from Schedule RC-D) 3545 153,060 5.
6. Premises and fixed assets (including capitalized
leases) 2145 50,587 6.
7. Other real estate owned (from Schedules RC-M ) 2150 3,148 7.
8. Investments in unconsolidated subsidiaries and
associated companies (from Schedule RC - M) 2130 0 8.
9. Customers liability to this bank on acceptance
outstanding 2155 10,581 9.
10. Intangible assets (from Schedule RC - M) 2143 20,508 10.
11. Other assets (from Schedule RC -F) 2160 265,509 11.
12. Total assets (sum of items 1 through 11) 2170 15,721,630 12. 15,721,630

</TABLE>

(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.
<PAGE> 35

LaSalle National Bank Call Date: 9/30/97 ST-BK 17-1620 FFIEC 031
135 South LaSalle Street Page RC-2
Chicago, IL 60603 Vendor ID: D CERT: 15407 12

Transit Number: 71000505

Schedule RC - Continued

<TABLE>

<S> <C> <C> <C> <C> <C> <C>
Dollar Amounts
in Thousands
LIABILITIES
13. Deposits: RCON
a. In domestic offices (sum of totals of columns A ----
and C from Schedule RC-E. part I) 2200 7,963,782 13.a.
RCON
----
(1) Noninterest-bearing (1) 6631 1,938,868 13.a.1
(2) Interest bearing 6636 6,024,916 13.a.2 7,963,782
RCFN
b. In foreign offices, Edge and Agreement ----
subsidiaries, and IBFs (from Schedule
RC-E, part II) 2200 2,064,214 13.b
RCFN
----
(1) Noninterest bearing 6631 0 13.b.1
(2) Interest bearing 6636 2,064,214 13.b.2
RCFD
14. Federal funds purchased and securities sold under ----
agreements to repurchase 2800 1,629,735 14
RCON
----
15.a. Demand notes issued to the U.S. Treasury 2640 639,397 15.a.
RCFD
----
b. Trading liabilities (from Schedule RC-D) 3548 58,051 15.b.
16. Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
a. With a remaining maturity of one year or less 2332 1,562,441 16.a.
b. With a remaining maturity of more than one year
through three years A547 12,481 16.b.
c. With a remaining maturity of more than three years A548 15,687 16.c.
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 2920 10,561 18.
19. Subordinated notes and debentures (2) 3200 396,250 19.
20. Other liabilities (from Schedule RC-G) 2930 333,248 20.
21. Total liabilities (sum of items 13 through 20) 2948 14,685,347 21. 14,685,347
22. Not applicable

EQUITY CAPITAL
RCFD
----
23. Perpetual preferred stock and related surplus 3838 0 23.
24. Common stock 3230 18,417 24.
25. Surplus (exclude all surplus related to preferred
stock) 3839 275,636 25.
26.a. Undivided profits and capital reserves 3632 705,611 26.a.
b. Net unrealized holding gains (losses) on available
for sale securities 8434 36,119 26.b.
27. Cumulative foreign currency translation adjustments 3264 0 27.
28. Total equity capital (sum of items 23 through 27) 3210 1,035,783 28. 1,035,783
29. Total liabilities and equity capital (sum of items
21 and 28) 3300 15,721,630 29.

Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at right the number of the
statement below that best describes the most
comprehensive level of auditing work performed RCFD Number
for the bank by independent external auditors ---- ------
as of any date during 1996 6724 N/A M 1
</TABLE>

1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank

2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated holding
company (but not on the bank separately)

3 = Directors' examination of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting
firm (may be required by state chartering authority)

4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)

5 = Review of the bank's financial statements by external auditors

6 = Completion of the bank's financial statements by external auditors

7 = Other audit procedures (excluding tax preparation work)

8 = No external audit work

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits

(2) Includes limited-life preferred stock and related surplus.

<PAGE> 36

LaSalle National Bank Call Date: 12/31/97 ST-BK 17-1620 FFIEC 031
135 South LaSalle Street Page RC-1
Chicago, IL 60603 Vendor ID: D CERT: 15407 11

Transit Number: 71000505

Consolidated Report of Condition for Insured Commercial and
State-Chartered Savings Banks for December 31, 1997

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>

<S> <C> <C> <C> <C> <C> <C>
Dollar Amounts
in thousands
ASSETS
1 Cash and balances due from depository
institutions (from Schedule RC - A) RCFD
a. Noninterest bearing balances and currency and ----
coin (1) 0061 951,473 1.a
b. Interest bearing balances (2) 0071 607 1.b
2. Securities:
a. Held to maturity securities (from Schedule RC-B
column A) 1754 925,051 2.a
b. Available for sale securities (from schedule RC-B
column D) 1773 3,845,262 2.b
3. Federal funds sold and securities purchased under
agreements to resell 1350 49,683 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCFD
----
(from Schedule RC-C) 2122 10,899,748 4.a
b. LESS: Allowances for loan and lease losses 3123 200,986 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) 2125 10,698,760 4.d
5. Trading assets (from Schedule RC-D) 3545 59,618 5.
6. Premises and fixed assets (including capitalized
leases) 2145 55,032 6.
7. Other real estate owned (from Schedules RC-M ) 2150 2,273 7.
8. Investments in unconsolidated subsidiaries and
associated companies (from Schedule RC - M) 2130 0 8.
9. Customers liability to this bank on acceptance
outstanding 2155 13,630 9.
10. Intangible assets (from Schedule RC - M) 2143 20,083 10.
11. Other assets (from Schedule RC -F) 2160 218,814 11.
12. Total assets (sum of items 1 through 11) 2170 16,841,266 12. 16,841,266

</TABLE>

(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.
<PAGE> 37

LaSalle National Bank Call Date: 12/31/97 ST-BK 17-1620 FFIEC 031
135 South LaSalle Street Page RC-2
Chicago, IL 60603 Vendor ID: D CERT: 15407 12

Transit Number: 71000505

Schedule RC - Continued

<TABLE>

<S> <C> <C> <C> <C> <C> <C>
Dollar Amounts
in Thousands
LIABILITIES
13. Deposits: RCON
a. In domestic offices (sum of totals of columns A ----
and C from Schedule RC-E. part I) 2200 8,623,777 13.a.
RCON
----
(1) Noninterest-bearing (1) 6631 2,317,951 13.a.1
(2) Interest bearing 6636 6,305,825 13.a.2 8,623,777
RCFN
b. In foreign offices, Edge and Agreement ----
subsidiaries, and IBFs (from Schedule
RC-E, part II) 2200 2,149,327 13.b
RCFN
----
(1) Noninterest bearing 6631 0 13.b.1
(2) Interest bearing 6636 2,149,237 13.b.2
RCFD
14. Federal funds purchased and securities sold under ----
agreements to repurchase 2800 1,913,845 14
RCON
----
15.a. Demand notes issued to the U.S. Treasury 2640 380,144 15.a.
RCFD
----
b. Trading liabilities (from Schedule RC-D) 3548 30,006 15.b.
16. Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
a. With a remaining maturity of one year or less 2332 1,936,739 16.a.
b. With a remaining maturity of more than one year
through three years A547 28,833 16.b.
c. With a remaining maturity of more than three years A548 28,143 16.c.
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 2920 13,630 18
19. Subordinated notes and debentures (2) 3200 396,250 19
20. Other liabilities (from Schedule RC-G) 2930 257,013 20.
21. Total liabilities (sum of items 13 through 20) 2948 15,757,617 21 15,757,617
22. Not applicable

EQUITY CAPITAL
RCFD
----
23. Perpetual preferred stock and related surplus 3838 0 23.
24. Common stock 3230 18,417 24
25. Surplus (exclude all surplus related to preferred
stock) 3839 284,111 25
26.a. Undivided profits and capital reserves 3632 737,758 26.a.
b. Net unrealized holding gains (losses) on available
for sale securities 8434 39,363 26.b.
27. Cumulative foreign currency translation adjustments 3264 0 27
28. Total equity capital (sum of items 23 through 27) 3210 1,083,649 28. 1,083,649
29. Total liabilities and equity capital (sum of items
21 and 28) 3300 16,841,269 29

</TABLE>

1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank

3 = Directors' examination of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting
firm (may be required by state chartering authority)

4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)

5 = Review of the bank's financial statements by external auditors

6 = Completion of the bank's financial statements by external auditors

7 = Other audit procedures (excluding tax preparation work)

8 = No external audit work

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits

(2) Includes limited-life preferred stock and related surplus.
<PAGE> 38

LaSalle National Bank Call Date: 1 6/30/97 ST-BK: 17-1520 FFIEC 031
135 South LaSalle Street Page RC-1
Chicago, IL 60603 Vendor ID: D CERT: 15407 11

Transit Number: 7 1000505 Consolidated Report of Condition for Insured
Commercial and State-Chartered Savings Banks for June 30, 1997

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>

<S> <C> <C> <C> <C> <C> <C>
Dollar Amount
ASSETS in Thousands
1. Cash and balances due
from depository
institutions (from
Schedule RC-A): RCFD
----
a. Noninterest-bearing
balances and currency and
coin (1) 0081 744,692 1.a
b. Interest-bearing
balances (2) 0071 513 1.b
2. Securities:
a. Held-to-maturity
securities (from Schedule
RC-B, column A) 1754 996,943 2.a
b. Available-for-sale
securities (from Schedule
RC-B, column D) 1773 3,495,646 2.b
3. Federal funds sold and
securities purchased under
agreements to resell 1350 232,387 3.
4. Loans and lease financing
receivables:
a. Loans and leases, net
of unearned income RCFD
----
(from Schedule RC-C) 2122 9,602,698 4.a
b. LESS: Allowance for
loan and lease losses 3123 189,763 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) 2125 9,412,935 4.d
5. Trading assets (from
Schedule RC-D) 3545 112,347 5.
6. Premises and fixed assets
(including capitalized
leases) 2145 44,456 6.
7. Other real estate owned
(from Schedule RC-M) 2150 3,141 7.
8. Investments in
unconsolidated
subsidiaries and
associated companies (from
Schedule RC-M) 2130 0 8.
9. Customers' liability to
this bank on acceptances
outstanding 2155 11,097 9.
10. Intangible assets (from
Schedule RC-M) 2143 20,933 10.
11. Other assets (from
Schedule RC-F) 2160 308,830 11.
12. Total assets (sum of
items 1 through 11) 2170 15,383,920 12. 15,383,920

</TABLE>

(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.
<PAGE> 39

LaSalle National Bank Call Date: 1 6/30/97 ST-BK: 17-1520 FFIEC 031
135 South LaSalle Street Page RC-2
Chicago, IL 60603 Vendor ID: D CERT: 15407 12

Transit Number: 7 1000505

Schedule RC-Continued

<TABLE>

<S> <C> <C> <C> <C> <C> <C> <C>
Dollar Amount
LIABILITIES in Thousands
13. Deposits:
a. In domestic offices
(sum of totals of RCON
----
columns A and C from
Schedule RC-E, part I) 2200 8,057,102 13.a
RCON
----
(1) Noninterest-bearing 6631 2,057,727 13.a.1
(2) Interest-bearing 6636 5,999,375 13.a.2 8,057,102
RCFN
----
b. In foreign offices.
Edge and Agreement
subsidiaries, and IBF's
(from Schedule RC-E, part
II) 2200 2,006,523 13.b
RCFN
----
(1) Noninterest-bearing 6631 0 13.b.1
(2) Interest-bearing 6636 2,006,523 13.b.2
RCFD
----
14. Federal funds purchased
and securities sold under
agreements to repurchase 2800 1,556,756 14.
RCON
----
15a. Demand notes issued to
the U.S. Treasury 2840 692,219 15a
RCFD
----
b. Trading liabilities
(from Schedule RC-D) 3548 58,221 15.b
16. Other borrowed money
(includes mortgage
indebtedness and
obligations under
capitalized leases):
a. With a remaining
maturity of one year or
less 2332 1,379,144 16.a
b. With a remaining
maturity of more than one
year through three years A547 15,762 16.b
c. With a remaining
maturity of more than
three years A548 16,512 16.c
17. Not applicable
18. Bank's liability on
acceptances executed and
outstanding 2920 11,097 18.
19. Subordinated notes and
debentures (2) 3200 396,250 19.
20. Other liabilities (from
Schedule RC-G) 2930 212,679 20.
21. Total liabilities (sum of
Items 13 through 20) 2948 14,402,265 21. 14,402,265
22. Not applicable

EQUITY CAPITAL
RCFD
----
23. Perpetual preferred stock
and related surplus 3838 0 23.
24. Common stock 3230 18,417 24.
25. Surplus (exclude all
surplus related to
preferred stock) 3839 275,636 25.
26a. Undivided profits and
capital reserves 3632 670,189 26.a
b. Net unrealized holding
gains (losses) on
available-for-sale
securities 8434 17,413 26.b
27. Cumulative foreign
currency translation
adjustments 3284 0 27.
28. Total equity capital (sum
of Items 23 through 27) 3210 981,655 28. 981,655
29. Total liabilities and
equity capital (sum of
items 21 and 28) 3300 15,383,920 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 RCFD Number
the most comprehensible ----
level of auditing work
performed for the bank by
independent external
auditors as of any date
during 1996 6724 N/A M-1

</TABLE>

1= Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank

2= Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated holding
company (but not on the bank separately)

3= Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)

4= Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)

5= Review of the bank's financial statements by external auditors

6= Compilation of the bank's financial statements by external auditors

7= Other audit procedures (excluding tax preparation work)

8= No external audit work

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.

(2) Includes limited-life preferred stock and related surplus.

<PAGE> 40

LaSalle National Bank Call Date: 1 3/31/97 ST-BK: 17-1520 FFIEC 031
135 South LaSalle Street Page RC-1
Chicago, IL 60603 Vendor ID: D CERT: 15407 11

Transit Number: 7 1000505

Consolidated Report of Condition for Insured Commercial and State-Chartered
Savings Banks for March 31, 1997

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>

<S> <C> <C> <C> <C> <C> <C>
Dollar Amounts
ASSETS in Thousands
1. Cash and balances due
from depository
institutions (from
Schedule RC-A): RCFD
----
a. Noninterest-bearing
balances and currency and
coin (1) 0081 594,350 1.a
b. Interest-bearing
balances (2) 0071 392 1.b
2. Securities:
a. Held-to-maturity
securities (from Schedule
RC-B, column A) 1754 1,044,435 2.a
b. Available-for-sale
securities (from Schedule
RC-B, column D) 1773 3,505,040 2.b
3. Federal funds sold and
securities purchased under
agreements to resell 1350 144,843 3.
4. Loans and lease financing
receivables:
a. Loans and leases, net
of unearned income RCFD
----
(from Schedule RC-C) 2122 8,955,181 4.a
b. LESS: Allowance for
loan and lease losses 3123 175,944 4.b
c. LESS: Allocated
transfer risk reserve 3128 0 4.c
d. Loans and leases, net
of unearned income,
allowances, and reserve
(Item 4.a minus 4.b and
4.c) 2125 8,779,237 4.d
5. Trading assets (from
Schedule RC-D) 3545 190,980 5.
6. Premises and fixed assets
(including capitalized
leases) 2145 37,545 6.
7. Other real estate owned
(from Schedule RC-M) 2150 7123 7.
8. Investments in
unconsolidated
subsidiaries and
associated companies (from
Schedule RC-M) 2130 0 8.
9. Customers' liability to
this bank on acceptances
outstanding 2155 9,338 9.
10. Intangible assets (from
Schedule RC-M) 2143 21,357 10.
11. Other assets (from
Schedule RC-F) 2160 248,671 11.
12. Total assets (sum of
items 1 through 11) 2170 14,583,311 12. 14,583,311

</TABLE>

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE> 41

LaSalle National Bank Call Date: 1 3/31/97 ST-BK: 17-1520 FFIEC 031
135 South LaSalle Street Page RC-1
Chicago, IL 60603 Vendor ID: D CERT: 15407 11

Transit Number: 7 1000505

Schedule RC-Continued

<TABLE>

<S> <C> <C> <C> <C> <C> <C>
Dollar Amount
LIABILITIES in Thousands
13. Deposits:
a. In domestic offices
(sum of totals of RCON
columns A and C from ----
Schedule RC-E, part I) 2200 7,705,258 13.a
RCON
----
(1) Noninterest-bearing 6631 1,749,003 13.a.1
(2) Interest-bearing 6636 5,956,255 13.a.2 7,705,258
RCFN
----
b. In foreign offices,
Edge and Agreement
subsidiaries, and IBF's
(from Schedule RC-E, part
II) 2200 1,809,656 13.b
RCFN
----
(1) oninterest-bearing 6631 0 13.b.1
(2) Interest-bearing 6636 1,809,656 13.b.2
RCFD
----
14. Federal funds purchased
and securities sold under
agreements to repurchase 2800 1,605,695 14.
RCON
15. a. Demand notes issued to ----
the U.S. Treasury 2840 369,143 15a
RCFD
----
b. Trading liabilities
(from Schedule RC-D) 3548 102,955 15.b
16. Other borrowed money
(includes mortgage indebtedness
and obligations under
capitalized leases):
a. With a remaining maturity
of one year or less 2332 1,260,227 16.a
b. With a remaining
maturity of more than one
year 2333 37,663 16.b
17. Not applicable
18. Bank's liability on
acceptances executed and
outstanding 2920 9,338 18.
19. Subordinated notes and
debentures (2) 3200 396,250 19.
20. Other liabilities (from
Schedule RC-G) 2930 388,123 20.
21. Total liabilities (sum of
Items 13 through 20) 2948 13,685,308 21. 13,685,308
22. Not applicable

EQUITY CAPITAL
RCFD
----
23. Perpetual preferred stock
and related surplus 3838 0 23.
24. Common stock 3230 18,417 24.
25. Surplus (exclude all
surplus related to
preferred stock) 3839 245,636 25.
26. a. Undivided profits and
capital reserves 3632 637,471 26.a
b. Net unrealized holding
gains (losses) on
available-for-sale
securities 8434 (3,521) 26.b
27. Cumulative foreign
currency translation
adjustments 3284 0 27.
28. Total equity capital (sum
of Items 23 through 27) 3210 898,003 28. 898,003
29. Total liabilities,
limited-life preferred
stock, and equity capital
(sum of items 21 and 28) 3300 14,583,311 29. 14,583,311

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 RCFD Number
comprehensible level of ---- ------
auditing work performed for
the bank by independent
external auditors as of
any date during 1996 6724 N/A M-1

</TABLE>

1= Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank

2= Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated holding
company (but not on the bank separately)

3= Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)

4= Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)

5= Review of the bank's financial statements by external auditors

6= Compilation of the bank's financial statements by external auditors

7= Other audit procedures (excluding tax preparation work)

8= No external audit work

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.

(2) Includes limited-life preferred stock and related surplus.

<PAGE> 42

LaSalle National Bank Call Date: 12/31/96 ST-BK: 17-1520 FFIEC 031
135 South LaSalle Street Page RC-1
Chicago, IL 60603 Vendor ID: D CERT: 15407 11

Transit Number: 71000505

Consolidated Report of Condition for Insured Commercial and
State-Chartered Savings Banks for December 31, 1996

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>

<S> <C> <C> <C> <C> <C>
Dollar Amount
ASSETS in Thousands
1. Cash and balances due from depository institutions
(from Schedule RC-A): RCFD
----
a. Noninterest-bearing balances and currency and
coin (1) 0081 730,888 1.a
b. Interest-bearing balances (2) 0071 80 1.b

a. Held-to-maturity securties (from Schedule RC-B,
column A) 1754 1,061,617 2.a
b. Available-for-sale securities (from Schedule RC-B,
column D) 1773 2,769,745 2.b
2. Securities:
3. Federal funds sold and securities purchased under
agreements to resell in domestic offices of the bank
and of its Edge and Agreement subsidiaries, and
in IBFs:
a. Federal funds sold 0276 124,512 3.a
b. Securities purchased under agreements to resell 0277 0 3.b
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCFD
(from Schedule RC-C) ----
2122 8,440,058 4.a
b. LESS: Allowance for loan and lease losses 3123 163,897 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) 2125 8,276,161 4.d
5. Trading assets (from Schedule RC-D) 3545 123,887 5.
6. Premises and fixed assets (including capitalized
leases) 2145 32,748 6.
7. Other real estate owned (from Schedule RC-M) 2150 7,703 7.
8. Investments in unconsolidated subsidiaries and
associated companies (from Schedule RC-M) 2130 0 8.
9. Customers' liability to this bank on acceptances
outstanding 2155 19,642 9.
10. Intangible assets (from Schedule RC-M) 2143 21,782 10.
11. Other assets (from Schedule RC-F) 2160 218,191 11.
12. Total assets (sum of items 1 through 11) 2170 13,386,946 12.
</TABLE>

(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.
<PAGE> 43

LaSalle National Bank Call Date: 12/31/96 ST-BK: 17-1520 FFIEC 031
135 South LaSalle Street Page RC-2
Chicago, IL 60603 Vendor ID: D CERT: 15407 12

Transit Number: 71000505

Schedule RC-Continued

<TABLE>

<S> <C> <C> <C> <C> <C>
Dollar Amount
LIABILITIES in Thousands
13. Deposits:
RCON
a. In domestic offices (sum of totals of ----
columns A and C from Schedule RC-E, part I) 2200 6,975,484 13.a
RCON
----
(1) Noninterest-bearing 6631 1,713,529 13.a.1
(2) Interest-bearing 6636 5,261,955 13.a.2
RCFN
b. In foreign offices, Edge and Agreement ----
subsidiaries, and IBF's (from Schedule RC-E, part II) 2200 2,000,073 13.b
RCFN
----
(1) Noninterest-bearing 6631 0 13.b.1
(2) Interest-bearing 6636 2,000,073 13.b.2

14. Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the
bank and of its Edge and Agreement subsidiaries, and
in IBFs: RCFD
----
a. Federal funds purchased 0278 1,503,755 14.a
b. Securities sold under agreements to repurchase 0279 106,602 14.b
RCON
----
15 a. Demand notes issued to the U.S. Treasury 2840 257,425 15.a
RCFD
----
b. Trading liabilities (from Schedule RC-D) 3548 56,056 15.b
16. Other borrowed money:
a. With a remaining maturity of one year or less 2322 1,047,550 16.a
b. With a remaining maturity of more than one year 2333 42,370 16.b
17. Mortgage indebtedness and obligations under capitalized
leases 2910 0 17.
18. Bank's liability on acceptances executed and outstanding 2920 19,642 18.
19. Subordinated notes and debentures 3200 342,500 19.
20. Other liabilities (from Schedule RC-G) 2930 191,900 20.
21. Total liabilities (sum of Items 13 through 20) 2948 12,543,357 21.
22. Limited-life preferred stock and related surplus 3282 0 22.

EQUITY CAPITAL
RCFD
----
23. Perpetual preferred stock and related surplus 3838 0 23.
24. Common stock 3230 18,417 24.
25. Surplus (exclude all surplus related to preferred
stock) 3839 197,636 25.
26 a. Undivided profits and capital reserves 3632 619,216 26.a
b. Net unrealized holding gains (losses) on
available-for-sale securities 8434 8,320 26.b
27. Cumulative foreign currency translation adjustments 3284 0 27.
28. Total equity capital (sum of Items 23 through 27) 3210 843,589 28.
29. Total liabilities, limited-life preferred stock,
and equity capital (sum of items 21, 22 and 28) 3300 13,386,946 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 RCFD Number
for the bank by independent external auditors as ---- ------
of any date during 1995 6724 N/A M.1

</TABLE>

1= Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank

2= Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated holding
company (but not on the bank separately)

3= Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)

4= Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)

5= Review of the bank's financial statements by external auditors

6= Compilation of the bank's financial statements by external auditors

7= Other audit procedures (excluding tax preparation work)

8= No external audit work

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.