MERRY LAND & INVESTMENT CO INC, S-3/A, 1995-02-10

MERRY LAND & INVESTMENT CO INC
S-3/A, 1995-02-10
REAL ESTATE INVESTMENT TRUSTS

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<PAGE>
As filed with the Securities and Exchange Commission on February 9, 1995
Registration No. 33-57453
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------

AMENDMENT NO. 2
TO

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

MERRY LAND & INVESTMENT COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)

Georgia 58-0961876
(State of Incorporation) (I.R.S. Employer Identification Number)

P.O. Box 1417
624 Ellis Street, Augusta, Georgia 30903
(706) 722-6756

(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

W. Hale Barrett Copy to:
Secretary R.W. Smith, Jr., Esquire
Hull, Towill, Norman & Barrett, P.C. Piper & Marbury
7th Floor, Trust Company Bank Building 36 South Charles Street
P. O. Box 1564 Baltimore, Maryland 21201-3010
Augusta, Georgia 30903-1564 (410) 539-2530
(706)722-4481

(Name, address, including zip code, and
telephone number, including area code,
of agent for service)

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

Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective as
determined by market conditions and other factors.

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

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. [X]

===========================================================================
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
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 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
===========================================================================

<PAGE>
PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following is an itemized statement of the estimated amounts of
expenses in connection with the issuance and distribution of the securities
to be registered hereby, other than underwriting discounts and commissions.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee . . $ 137,932
Blue Sky fees and expenses. . . . . . . . . . . . . . . $ 40,000
Accounting fees and expenses. . . . . . . . . . . . . . $ 205,000
Legal fees and expenses . . . . . . . . . . . . . . . . $ 150,000
Trustee's fees and expenses . . . . . . . . . . . . . . $ 30,000
Printing and engraving. . . . . . . . . . . . . . . . . $ 100,000
Transfer Agent Fees . . . . . . . . . . . . . . . . . . $ 10,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . $ 5,000
---------
Total $ 678,000
=========
</TABLE>

Item 15. Indemnification of Directors and Officers.

The Registrant's Articles of Incorporation contain the following
provisions:

(a) No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of his duty
of care or other duty as a director, provided that this provision shall
eliminate or limit the liability of a director only to the maximum extent
permitted by the Georgia Business Corporation Code or any successor law.

(b) Any repeal or modification of Section 11 by the shareholders of
the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or
modification.

The Registrant's By-laws include the following indemnification
provisions:

(a) The corporation shall indemnify any person who was or is
threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (by reason of the fact that he is or was a director of the
corporation (as used in this Article VII, "director" shall have the meaning
set forth in O.C.G.A. (S) 14-2-850(2)), against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.

The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.

No indemnification under this subsection (a) shall be made:

i) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or

ii) In connection with any other proceeding in which he was
adjudged liable on the basis that personal benefit was
improperly received by him.

(b) The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact he is or was a director, against
expenses, (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit, if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation; no indemnification
under this subsection (b) shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation, or is subjected to injunctive relief in favor of the
corporation:

i) For any appropriation, in violation of his duties, of any
business opportunity of the corporation;

ii) For acts or omissions which involve intentional misconduct or
a knowing violation of law;

iii) For the types of liability set forth in Code Section 14-2-832;
or

iv) For any transaction from which he received an improper
personal benefit, unless and only to the extent that the
court in which such action or suit was brought shall
determine upon application that, despite adjudication of
liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity
for such expenses which the court shall deem proper (see
amendment to articles of incorporation dated May 3, 1988).

(c) To the extent that a director of the corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in paragraphs (a) and (b) of this Article, or in
defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

(d) Any indemnification under paragraphs (a) and (b) of this Article,
unless ordered by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the director, is proper in the circumstances because he has met the
applicable standard of conduct set forth in paragraphs (a) and (b). Such
determination shall be made (1) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if a quorum cannot be obtained under
paragraph (1) of this subsection, by majority vote of a committee duly
designated by the board of directors (in which designation directors who
are parties may participate), consisting solely of two or more directors
not at the time parties to the proceeding; (3) by special legal counsel:
(a) selected by the board of directors of its committee in the manner
prescribed in paragraph (1) or (2) of this subsection; or (b) if a quorum
of the board of directors cannot be obtained under paragraph (1) of this
subsection and a committee cannot be designated under paragraph (2) of this
subsection, selected by majority vote of the full board of directors (in
which selection directors who are parties may participate); or (4) by the
shareholders, but shares owned by or voted under the control of directors
who are at the time parties to the proceeding may not be voted on the
determination; (5) authorization of indemnification or an obligation to
indemnify and evaluation as to reasonableness or expenses shall be made in
the same manner as the determination that indemnification is permissible;
except that if the determination is made by special legal counsel,
authorization or indemnification and evaluation as to reasonableness of
expenses shall be made by those entitled under paragraph (3) above to
select counsel.

(e) Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding only if:

(i) The director furnishes the corporation a written affirmation
of his good faith belief that his conduct does not constitute
behavior of the kind described in subsection (b) of this Code
section; and

(ii) The director furnishes the corporation a written undertaking,
executed personally or on his behalf, to repay any advances if
it is ultimately determined that he is not entitled to
indemnification under this Code section.

(f) If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or action by the
shareholders or by an insurance carrier pursuant to insurance maintained by
the corporation, the corporation shall, not later than the next annual
meeting of the shareholders, unless such meeting is held within three (3)
months from the date of such payment, and, in any event, within fifteen
(15) months from the date of such payment, send (by personal delivery or
first class mail, or such other means as is authorized by O.C.G.A. Section
14-2-113) to its shareholders of record at the time entitled to vote for
the election of directors, a statement specifying the persons paid, the
amounts paid, and the nature and status at the time of such payment of the
litigation or threatened litigation.

(g) For purposes of this Article, reference to "the corporation"
shall be as defined in Section 14-2-850 O.C.G.A.

(h) The indemnification and advancement of expenses provided by or
granted pursuant to this Article shall, unless otherwise provided when a
director's term is terminated, continue as to a person who has ceased to be
a director, and shall inure to the benefit of the heirs, executors and
administrator of such a person.

Item 16. Exhibits.

1(a) Form of Underwriting Agreement for Debt Securities**
1(b) Form of Underwriting Agreement for Common Stock**
1(c) Form of Underwriting Agreement for Common Stock Warrants*
1(d) Form of Underwriting Agreement for Preferred Stock**
1(e) Form of Underwriting Agreement for Depositary Shares*
4(a) Articles of Incorporation (filed as Exhibit 3(i) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993
and incorporated by reference herein)
4(b) Articles of Amendment to Articles of Incorporation (filed as
Exhibit 1 to the Company's Current Report on Form 8-K/A filed
January 24, 1995 amending the Company's current report on Form 8-
K filed on November 3, 1994, and incorporated by reference
herein)
4(c) Bylaws (filed as Exhibit 3(ii) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993 and incorporated
by reference herein)
4(d) Form of Senior Indenture (Form of Senior Security included
therein)
4(e) Form of Subordinate Indenture (Form of Subordinate Security
included therein)**
4(f) Form of Common Stock Certificate**
4(g) Form of Preferred Stock Certificate*
4(h) Form of Common Stock Warrant Agreement**
4(i) Form of Deposit Agreement**
5 Opinion of Hull, Towill, Norman & Barrett, P.C. as to the
legality of the Offered Securities**
12(a) Compuation of Ratio of Earnings to Fixed Charges and Ratio of
Earnings to Combined Fixed Charges and Preferred Dividends**
23(a) Consent of Hull, Towill, Norman & Barrett, P.C. (included in
Exhibit 5)**
23(b) Consent of Arthur Andersen LLP**
25(a) Statement of Eligibility and Qualification of Senior Trustee on
Form T-1
25(b) Statement of Eligibility and Qualification of Subordinate Trustee
on Form T-1
- ---------
* To be incorporated by reference in connection with the offering of
Offered Securities.
** Previously Filed.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this
registration statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus
any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and (iii) to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement; provided, however, that
the undertakings set forth in subparagraphs (i) and (ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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;

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 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.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the provisions referred to under Item
15 hereof, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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 Registrant 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, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act of 1933, 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 Registrant 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.

(2) For the purpose of determining any liability under the Securities
Act of 1933, 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.

The undersigned registrant hereby undertakes to file an application
for purposes of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with
the rules and regulations prescribed by the Commission under Section
305(b)(2) of the Act.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Augusta, State of Georgia, on February 9, 1995.

Merry Land & Investment
Company, Inc.

By: /S/
-----------------------
As Its President

Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to the Registration Statement has been signed, by the
following persons in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

Chairman of the Board and
/S/ Chief Executive Officer February 9, 1995
- -------------------------
Peter S. Knox III

President and
/S/ Chief Financial Officer February 9, 1995
- -------------------------
W. Tennent Houston

/S/ Secretary and Director February 9, 1995
- -------------------------
W. Hale Barrett

/S/ Director February 9, 1995
- -------------------------
Pierce Merry, Jr.

/S/ Director February 9, 1995
- -------------------------
Hugh Calvin Long II

/S/ Controller February 9, 1995
- -------------------------
Ronald J. Benton

MERRY LAND & INVESTMENT COMPANY, INC.

[ ]

Trustee
Indenture
Dated as of February 1, 1995

Senior Debt Securities

<PAGE>
TABLE OF CONTENTS

Page
----
ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal, Premium or
Make Whole Amount, if any, Interest
and Additional Amounts. . . . . . . . . . . . . . . . . . 61
SECTION 1002. Maintenance of Office or Agency . . . . . . . . . . . . . 61
SECTION 1003. Money for Securities Payments to Be Held in Trust . . . . 63

SECTION 1004. {Omitted} . . . . . . . . . . . . . . . . . . . . . . . . 64

<PAGE>

SECTION 1004. {Omitted.}

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

FORM T-1
___________________

STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
___________________

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)___
___________________

FIRST UNION NATIONAL BANK OF GEORGIA
(Exact name of trustee as specified in its charter)

999 Peachtree Street, N.E.
Suite 1100
Atlanta, Georgia 30309 58-1079889
(Address of principal (Zip Code) (I.R.S. employer
executive offices) identification no.)
___________________

First Union National Bank of Georgia
Two First Union Center
Charlotte, North Carolina 28288
(704) 374-7053
(Name, address and telephone number of agent for service)
___________________

MERRY LAND & INVESTMENT COMPANY, INC.
(Exact name of obligor as specified in its charter)

Georgia 58-0961876
(State or other (IRS employer
jurisdiction of incorporation identification no.)
or organization)

624 Ellis Street
Augusta, Georgia 30901
(Address of principal executive offices) (Zip Code)
___________________

Senior Debt Securities
(Title of the indenture securities)

- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Registration No. 33-57453
<PAGE>
1. General information.
--------------------

Furnish the following information as to the trustee--

Name and address of each examining or supervising authority to
which it is subject.

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

Federal Reserve Bank of Atlanta
104 Marietta Street, N.W.
Atlanta, Georgia

Federal Deposit Insurance Corporation
Washington, D.C.

Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with obligor.
--------------------------

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

None.

16. List of Exhibits.
-----------------

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

(1) A copy of the Articles of Association of the trustee as now in
effect.

(2) A copy of the certificate of authority of the trustee to commence
business.

(3) A copy of the authorization of the trustee to exercise corporate
trust powers.

(4) A copy of the existing by-laws of the trustee, as amended to
date.

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

(6) A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or
examining authority.

<PAGE>
SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, First Union National Bank of Georgia, a national banking
association 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 Atlanta and the State of Georgia, on the ____ day of
_______________, 19___.

FIRST UNION NATIONAL BANK OF
GEORGIA

By: /s/ Susan L. Adams
------------------------------
Susan L. Adams
Vice President
<PAGE>
EXHIBIT 1 TO FORM T-1 Charter No. 21161

FIRST UNION NATIONAL BANK OF GEORGIA

ARTICLES OF ASSOCIATION
-----------------------

For the purpose of organizing an association to carry on the business
of banking under the laws of the United States, the undersigned do enter
into the following Articles of Association:

FIRST. The title of the association shall be FIRST UNION NATIONAL
BANK OF GEORGIA.

SECOND. The main office of the association shall be in Atlanta,
County of Fulton, State of Georgia. The general business of the
association shall be conducted at its main office and its branches.

THIRD. The Board of Directors of this association shall consist of
not less than five nor more than twenty-five shareholders, the exact number
to be fixed and determined from time to time by resolution of a majority of
the full Board of Directors or by resolution of the shareholders at any
annual or special meeting thereof. Each director, during the full term of
his directorship, shall own a minimum of $1,000 aggregate par value of
stock of this association or a minimum par market value or equity interest
of $1,000 of stock in the bank holding company controlling this
association. Any vacancy in the Board of Directors may be filled by action
of the Board of Directors.

FOURTH. There shall be an annual meeting of the shareholders to elect
directors and transact whatever other business may be brought before the
meeting. It shall be held at the main office or any other convenient place
the Board of Directors may designate, on the day of each year specified
thereby in the bylaws, but if no election is held on that day, it may be
held on any subsequent day according to such lawful rules as may be
prescribed by the Board of Directors.

Nominations for election to the Board of Directors may be made by the
Board of Directors or by any stockholder of any outstanding class of
capital stock of the bank entitled to vote for election of directors.
Nominations other than those made by or on behalf of the existing bank
management shall be made in writing and 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
stockholders called for the election of directors, provided, however, that
if less than 21 days notice of the meeting is given to shareholders, such
nomination shall be mailed or delivered to the president of the 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:

o The name and address of each proposed nominee.

o The principal occupation of each proposed nominee.

o The total number of shares of capital stock of the bank that
will be voted for each proposed nominee.

o The name and residence address of the notifying shareholder.

o 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 chairperson of the meeting, and upon his
instructions, the vote tellers may disregard all votes cast
for each such nominee.

FIFTH. The authorized amount of capital stock of this association
shall be 2,500,000 shares of common stock of the par value of Ten Dollars
($10.00) each; but said capital stock may be increased or decreased from
time to time, according to the provisions of the laws of the United States.

If the capital stock is increased by the sale of additional shares
thereof, 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 by the shareholders at
the time the increase is authorized. The Board of Directors will have the
power to prescribe a reasonable period of time within which the preemptive
rights to subscribe to the new shares of capital stock must 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 chairperson of the Board,
unless the Board appoints another director to be the chairperson. The
Board of Directors shall have the power to appoint one or more vice
presidents; and to appoint a cashier and such other officers and employees
as may be required to transact the business of this association.

The Board of Directors shall have the power to:

o Define the duties of the officers and employees of the
association.

o Fix the salaries to be paid to the officers and employees.

o Dismiss officers and employees.

o Require bonds from officers and employees and to fix the
penalty thereof.

o Regulate the manner in which any increase of the capital of
the association shall be made.

o Manage and administer the business and affairs of the
association.

o Make all bylaws that it may be lawful for the Board to make.

o Generally to perform all acts that are legal for a Board of
Directors to perform.

SEVENTH. The Board of Directors shall have the power to change the
location of the main office to any other place within the limits of
Atlanta, Georgia, without the approval of the shareholders, and shall have
the power to establish or change the shareholders, and shall have the power
to establish or change the location of any branch or branches of the
association to any other location, without the approval of the
shareholders.

EIGHTH. The corporate existence of this association shall continue
until terminated according to the laws of the United States.

NINTH. The Board of Directors of this association, or any three or
more shareholders owning, in the aggregate, not less than 10 percent of the
stock of this association, may call a special meeting of shareholders at
any time. Unless otherwise provided by the laws of the United States, a
notice of the time, place and purpose of every annual and special meeting
of the shareholders shall be given by first-class mail, postage pre-paid,
mailed at least 10 days prior to the date of the meeting to each
shareholder of record at his address as shown upon the books of this
association.

TENTH. Each director and executive officer of this association shall
be indemnified by the association against liability in any proceeding
(including without limitation a proceeding brought by or on behalf of the
association itself) arising out of his status as such or his activities in
either of the foregoing capacities, except for any liability incurred on
account of activities which were at the time taken known or believed by
such person to be clearly in conflict with the best interests of the
association. Liabilities incurred by a director or executive officer of
the association in defending a proceeding shall be paid by the association
in advance of the final disposition of such proceeding upon receipt of an
undertaking by the director or executive officer to repay such amount if it
shall be determined, as provided in the last paragraph of this Article
Tenth, that he is not entitled to be indemnified by the association against
such liabilities.

The indemnity against liability in the preceding paragraph of this
Article Tenth, including liabilities incurred in defending a proceeding,
shall be automatic and self-operative.

Any director, officer or employee of this association who serves at
the request of the association as a director, officer, employee or agent of
a charitable, not-for-profit, religious, educational or hospital
corporation, partnership, joint venture, trust or other enterprise, or a
trade association, or as a trustee or administrator under an employee
benefit plan, or who serves at the request of the association as a
director, officer or employee of a business corporation in connection with
the administration of an estate or trust by the association, shall have the
right to be indemnified by the association, subject to the provisions set
forth in the following paragraph of this Article Tenth, against liabilities
in any manner arising out of or attributable to such status or activities
in any such capacity, except for any liability incurred on account of
activities which were at the time taken known or believed by such person to
be clearly in conflict with the best interests of the association, or of
the corporation, partnership, joint venture, trust, enterprise, association
or plan being served by such person.

In the case of all persons except the directors and executive officers
of the association, the determination of whether a person is entitled to
indemnification under the preceding paragraph of this Article Tenth shall
be made by and in the sole discretion of the Chief Executive Officer of the
association. In the case of the directors and executive officers of the
association, the indemnity against liability in the preceding paragraph of
this Article Tenth shall be automatic and self-operative.

For purposes of this Article Tenth of these Articles of Association
only, the following terms shall have the meanings indicated:

(a) "Association" means First Union National Bank of Georgia and its
direct and indirect wholly-owned subsidiaries.

(b) "Director" means an individual who is or was a director of the
association.

(c) "Executive officer" means an officer of the association who by
resolution of the Board of Directors of the association has been
determined to be an executive officer of the association for
purposes of Regulation O of the Federal Reserve Board.

(d) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to
an employee benefit plan), or reasonable expenses, including
counsel fees and expenses, incurred with respect to a proceeding.

(e) "Party" includes an individual who was, is, or is threatened to
be made a named defendant or respondent in a proceeding.

(f) "Proceeding" means any threatened, pending, or completed claim,
action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal.

The association shall have no obligation to indemnify any person for
an amount paid in settlement of a proceeding unless the association
consents in writing to such settlement.

The right to indemnification herein provided for shall apply to
persons who are directors, officers, or employees of banks or other
entities that are hereafter merged or otherwise combined with the
association only after the effective date of such merger or other
combination and only as to their status and activities after such date.

The right to indemnification herein provided for shall inure to the
benefit of the heirs and legal representatives of any person entitled to
such right.

No revocation of, change in, or adoption of any resolution or
provision in the Articles of Association or By-laws of the association
inconsistent with, this Article Tenth shall adversely affect the rights of
any director, officer, or employee of the association with respect to (i)
any proceeding commenced or threatened prior to such revocation, change, or
adoption, or (ii) any proceeding arising out of any act or omission
occurring prior to such revocation, change, or adoption, in either case,
without the written consent of such director, officer, or employee.

The rights hereunder shall be in addition to and not exclusive of any
other rights to which a director, officer, or employee of the association
may be entitled under any statute, agreement, insurance policy, or
otherwise.

The association shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, or
employee of the association, or is or was serving at the request of the
association as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, trade association, employee
benefit plan, or other enterprise, against any liability asserted against
such director, officer, or employee in any such capacity, or arising out of
their status as such, whether or not the association would have the power
to indemnify such director, officer, or employee against such liability,
excluding insurance coverage for a formal order assessing civil money
penalties against an association director or employee.

Notwithstanding anything to the contrary provided herein, no person
shall have a right to indemnification with respect to any liability (i)
incurred in an administrative proceeding or action instituted by an
appropriate bank regulatory agency which proceeding or action results in a
final order assessing civil money penalties or requiring affirmative action
by an individual or individuals in the form of payments to the association,
(ii) to the extent such person is entitled to receive payment therefor
under any insurance policy or from any corporation, partnership, joint
venture, trust, trade association, employee benefit plan, or other
enterprise other than the association, or (iii) to the extent that a court
of competent jurisdiction determines that such indemnification is void or
prohibited under state or federal law.

ELEVENTH. These Articles of Association may be amended at any regular
or special meeting of the shareholders by the affirmative vote of the
holders of a majority of the stock of this association, unless the vote of
the holders of a greatest amount of stock is required by law, and in that
case by the vote of the holders of such greater amount.

<PAGE>

EXHIBIT 2 TO FORM T-1

Comptroller of the Currency

TREASURY DEPARTMENT OF THE UNITED STATES

Washington, D.C.

WHEREAS, satisfactory evidence has been presented to the Comptroller
of the Currency that Citizens DeKalb Bank located in Clarkston, State of
Georgia, has complied with all provisions of the statutes of the United
States required to be complied with before being authorized to commence the
business of banking as a National Banking Association.

NOW, THEREFORE, I hereby certify that the above-named association is
authorized to commence the business of banking as a National Banking
Association under the title FIRST UNION NATIONAL BANK OF GEORGIA effective
April 1, 1986.

IN TESTIMONY WHEREOF, witness my signature and seal of office this 1st
day of April, 1986.
/s/ Robert R. Klinzing
[Deputy] Comptroller of the Currency

Charter No. 21161

<PAGE>
EXHIBIT 3 TO FORM T-1

Comptroller of the Currency

TREASURY DEPARTMENT OF THE UNITED STATES

Washington, D.C.

WHEREAS, FIRST UNION NATIONAL BANK OF GEORGIA, located in Atlanta,
State of Georgia, being a National Banking Association, organized under the
statutes of the United States, has made application for authority to act as
fiduciary;

AND WHEREAS, applicable provisions of the statutes of the United
States authorize the grant of such authority;

NOW THEREFORE, I hereby certify that the said association is
authorized to act in all fiduciary capacities permitted by such statutes.

IN TESTIMONY THEREOF, witness my signature and seal of Office this
Seventeenth day of February, 1987.

[SEAL] /s/ Robert L. Clarke
Comptroller of the Currency

Charter No. 21161

<PAGE>
EXHIBIT 4 TO FORM T-1

BY-LAWS OF

FIRST UNION NATIONAL BANK OF GEORGIA

ARTICLE I

Meetings of Shareholders
------------------------

SECTION 1.1 ANNUAL MEETING. The annual meeting of the shareholders
for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held on the third
Tuesday of April in each year, commencing with the year 1988, except that
the Board of Directors may, from time to time and upon passage of a
resolution specifically setting forth their reasons, set such other date
for such meeting during the month of April as the Board of Directors may
deem necessary or appropriate; provided, however, that if an annual meeting
shall fall on a legal holiday, then such annual meeting shall be held on
the second business day following such legal holiday. The holders of a
majority of those outstanding shares entitled to vote which are represented
at any meeting of the shareholders may choose persons to act as Chairman
and as Secretary of the 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 any time 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 Association. Every such special meeting, unless otherwise
provided by law, shall be called by mailing, postage prepaid, 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 Association, a notice stating the
purpose of the meeting.

SECTION 1.3 NOMINATIONS FOR DIRECTORS. Nominations for election to
the Board of Directors may be made by the Board of Directors or by any
stockholder of any outstanding class of capital stock of the 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 stockholders called for
the election of directors, provided how- ever, that if less than 21 days'
notice of such meeting is given to 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 the bank that will be voted for
each proposed nominee; (d) the name and residence 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. The Board may at any time appoint
from among the shareholders three or more persons to serve as Judges of
Election at any meeting of shareholders; to act as judges and tellers with
respect to all votes by ballot at such meeting and to file with the
Secretary of the meeting a Certificate under their hands, certifying 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 Association 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 and affairs of the Association. Except as expressly limited by
law, all corporate powers of the Association shall be vested in and may be
exercised by said Board.

SECTION 2.2 NUMBER. The Board shall consist of not less than five nor
more than twenty-five directors, 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 of
Directors may not increase the number of directors to a number which, (1)
exceeds by more than two the number of directors last elected by
shareholders where such number was fifteen or less, and (2) to a number
which exceeds by more than four the number of directors last elected by
shareholders where such number was sixteen or more, but in no event shall
the number of directors exceed twenty-five.

SECTION 2.3 ORGANIZATION MEETING. The Secretary of the meeting 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 Association for the
purpose of organizing the new Board and electing and appointing officers of
the Association for the succeeding year. Such meeting shall be held as
soon thereafter as practicable. 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.

SECTION 2.4 REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such place and time as may be designated by
resolution of the Board of Directors. Upon adoption of such resolution, no
further notice of such meeting dates or the place and time thereof shall be
required. Upon the failure of the Board of Directors to adopt such a
resolution, regular meetings of the Board of Directors shall be held,
without notice, on the Friday following the third Tuesday in February,
April, June, August, October and December beginning in 1988, at the main
office or at such other place and time as may be designated by the Board of
Directors. When any regular meeting of the Board falls upon a holiday,
whether such regular meeting is established by resolution or falls on the
Wednesday following the third Tuesday of the month as a result of the Board
not having established regular meeting dates by resolution, 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 of
Directors may be called by the President of the Association, or at the
request of three (3) or more directors. Each member of the Board of
Directors 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.

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 ADVISORY BOARDS. The Board of Directors may appoint an
Advisory Board or Boards in such place or places as the Board of Directors
may determine. Each such Advisory Board shall consist of as many persons
as the Board of Directors may determine. The duties of each Advisory Board
shall be to consult and advise with the Board of Directors and senior
officers of the Bank with regard to the best interests of the Association
and to perform such other duties as the Board of Directors may lawfully
delegate.

ARTICLE III

Committees of the Board
-----------------------

SECTION 3.1 The Board of Directors, by resolution adopted by a
majority of the number of directors fixed by these By-Laws, may designate
three or more directors to constitute an Executive Committee and other
committees, each of which, to the extent authorized by law and provided in
such resolution, shall have and may exercise all of the authority of the
Board of Directors and the management of the Association. The designation
of any committee and the delegation thereto of authority shall not operate
to relieve the Board of Directors, or any member thereof, of any
responsibility or liability imposed upon it or any member of the Board of
Directors by law. The Board of Directors reserves to itself alone the
power to act on (1) dissolution, merger or consolidation, or disposition of
substantially all corporate property, (2) designation of committees or
filling vacancies on the Board of Directors or on a committee of the Board
(except as hereinafter provided), (3) adoption, amendment or repeal of
By-laws, (4) amendment or repeal of any resolution of the Board which by
its terms is not so amendable or repealable, and (5) declaration of
dividends, issuance of stock, or recommendations to stockholders of any
action requiring stockholder approval.

The Board of Directors or the Chairman of the Board of Directors of
the Association may change the membership of any committee at any time,
fill vacancies therein, discharge any committee or member thereof either
with or without cause at any time, and change at any time the authority and
responsibility of any such committee.

A majority of the members of any committee of the Board of Directors
may fix such committee's rules of procedure. All action by any committee
shall be reported to the Board of Directors at a meeting succeeding such
action, except such actions as the Board may not require to be reported to
it in the resolution creating any such committee. Any action by any
committee shall be subject to revision, alteration, and approval by the
Board of Directors, except to the extent otherwise provided in the
resolution creating such committee; provided, however, that no rights or
acts of third parties shall be affected by any such revision or alteration.

ARTICLE IV

Officers and Employees
----------------------

SECTION 4.1 OFFICERS. The officers of this Association may be a
Chairman of the Board, one or more Vice Chairman (who shall not be required
to be a director of the Association), a President, one or more Vice
Presidents, a Secretary, and such other officers as may be appointed by the
Board of Directors. The Chairman of the Board and the President shall be a
member of the Board of Directors. Any two offices or more may be held by
one person, but no officer shall sign or execute any document in more than
one capacity.

SECTION 4.2 ELECTION, TERM OF OFFICE, AND QUALIFICATION. Each officer
shall be chosen by the Board of Directors and shall hold office until the
annual meeting of the Board of Directors held next after his election or
until his successor shall have been duly chosen and qualified, or until his
death, or until he shall resign, or shall have been disqualified, or shall
have been removed from office.

SECTION 4.2(A) OFFICERS ACTING AS ASSISTANT SECRETARY.
Notwithstanding Section 1 of these By-laws, any Senior Vice President, Vice
President, or Assistant Vice President shall have, by virtue of his office,
and by authority of the By-laws, the authority from time to time to act as
an Assistant Secretary of the Bank, and to such extent, said officers are
appointed to the office of Assistant Secretary.

SECTION 4.3 CHIEF EXECUTIVE OFFICER. The Board of Directors shall
designate one of its members to be the President of this Association, and
the officer so designated shall be an ex officio member of all committees
of the Association except the Examining Committee, and its Chief Executive
Officer unless some other officer is so designated by the Board of
Directors.

SECTION 4.4 DUTIES OF OFFICERS. The duties of all officers shall be
prescribed by the Board of Directors. Nevertheless, the Board of
Directors may delegate to the Chief Executive Officer the authority to
prescribe the duties of other officers of the corporation not inconsistent
with law, the charter, and these By-laws, and to appoint other employees,
prescribe their duties, and to dismiss them. Notwithstanding such
delegation of authority, any officer or employee also may be dismissed at
any time by the Board of Directors.

SECTION 4.5 OTHER EMPLOYEES. The Board of Directors may appoint from
time to time such tellers, vault custodians, bookkeepers, and other clerks,
agents, and employees as it may deem advisable for the prompt and orderly
transaction of the business of the Association, define their duties, fix
the salary to be paid them, and dismiss them. Subject to the authority of
the Board of Directors, the Chief Executive Officer or any other officer of
the Association authorized by him, may appoint and dismiss all such
tellers, vault custodians, bookkeepers and other clerks, agents, and
employees, prescribe their duties and the conditions of their employment,
and from time to time fix their compensation.

SECTION 4.6 REMOVAL AND RESIGNATION. Any officer or employee of the
Association may be removed either with or without cause by the Board of
Directors. Any employee other than an officer elected by the Board of
Directors may be dismissed in accordance with the provisions of the
preceding Section 4.5. Any officer may resign at any time by giving
written notice to the Board of Directors or to the Chief Executive Officer
of the Association. Any such resignation shall become effective upon its
being accepted by the Board of Directors, or the Chief Executive Officer.

ARTICLE V

Fiduciary Powers
----------------

SECTION 5.1 CAPITAL MANAGEMENT GROUP. There shall be an area of this
Association known as the Capital Management Group which shall be
responsible for the exercise of the fiduciary powers of this Association.
The Capital Management Group shall consist of four service areas: Fiduciary
Services, Retail Services, Investments and Marketing. The Fiduciary
Services unit shall consist of personal trust, employee benefits, corporate
trust and operations. The General Office for the Fiduciary Services unit
shall be located in Atlanta, Georgia, with City Trust Offices located in
such cities within the State of Georgia as designated by the Board of
Directors.

SECTION 5.2 TRUST OFFICERS. There shall be a General Trust Officer of
this Association whose duties shall be to manage, supervise and direct all
the activities of the Capital Management Group. Further, there shall be
one or more Senior Trust Officers designated to assist the General Trust
Officer in the performance of his duties. They shall do or cause to be
done all things necessary or proper in carrying out the business of the
Capital Management Group in accordance with provisions of applicable law
and regulation.

SECTION 5.3 CAPITAL MANAGEMENT/GENERAL TRUST COMMITTEE. There shall be
a Capital Management/General Trust Committee composed of not less than four
(4) members of the Board of Directors of this Association who shall be
appointed annually or from time to time by its membership. The General
Trust Officer shall serve as an ex-officio member of the Committee. Each
member shall serve until his successor is appointed. The Board of Directors
or the Chairman of the Board may change the membership of the Capital
Management/General Trust Committee at any time, fill vacancies therein, or
discharge any member thereof with or without cause at any time. The
Committee shall counsel and advise on all matters relating to the business
or affairs of the Capital Management Group and shall adopt overall policies
for the conduct of the business of the Capital Management Group including
but not limited to: general administration, investment policies, new
business development, and review for approval of major assignments of
functional responsibilities. The Committee shall meet at least quarterly
or as called for by its Chairman or any three (3) members of the Committee.
A quorum shall consist of three (3) members. In carrying out its
responsibilities, the Capital Management/General Trust Committee shall
review the actions of all officers, employees and committees utilized by
this Association in connection with the activities of the Capital
Management Group and may assign the administration and performance of any
fiduciary powers or duties to any of such officers or employees or to the
Investment Policy Committee, Personal Trust Administration Committee,
Account Review Committee, Corporate and Institutional Accounts Committee,
or any other committees it shall designate. One of the methods to be used
in the review process will be the thorough scrutiny of the Report of
Examination by the Office of the Comptroller of the Currency and the
reports of the Audit Division of First Union Corporation of Georgia, as
they relate to the activities of the Capital Management Group. These
reviews shall be in addition to reviews of such reports by the Audit
Committee of the Board of Directors. The Chairman of the Capital
Management/General Trust Committee shall be appointed by the Chairman of
the Board of Directors. He shall cause to be recorded in appropriate
minutes all actions taken by the Committee. The minutes shall be signed by
its Secretary and approved by its Chairman. Further, the Committee shall
summarize all actions taken by it and shall submit a report of its
proceedings to the Board of Directors at its next regularly scheduled
meeting following a meeting of the Capital Management/General Trust
Committee. As required by Section 9.7 of Regulation 9 of the Comptroller
of the Currency, the Board of Directors retains responsibility for the
proper exercise of the fiduciary powers of this Association.

The Fiduciary Services unit of the Capital Management Group will
maintain a list of securities approved for investment in fiduciary accounts
and will from time to time provide the Capital Management/General Trust
Committee with current information relative to such list and also with
respect to transactions in other securities not on such list. It is the
policy of this Association that members of the Capital Management/General
Trust Committee should not buy, sell or trade in securities which are on
such approved list or in any other securities in which the Fiduciary
Services unit has taken, or intends to take, a position in fiduciary
accounts in any circumstances in which any such transaction could be viewed
as a possible conflict of interest or could constitute a violation of
applicable law or regulation. Accordingly, if any such securities are
owned by any member of the Capital Management/General Trust Committee at
the time of appointment to such Committee, the Capital Management Group
shall be promptly so informed in writing. If any member of the Capital
Management/General Trust Committee intends to buy, sell, or trade in any
such securities while serving as a member of the Committee, he should first
notify the Capital Management Group in order to make certain that any
proposed transaction will not constitute a violation of this policy or of
applicable law or regulation.

SECTION 5.4 INVESTMENT POLICY COMMITTEE. There shall be an Investment
Policy Committee composed of not less than seven (7) officers and/or
employees of this Association who shall be appointed annually or from time
to time by the Board of Directors. Each member shall serve until his
successor is appointed. Meetings shall be called by the Chairman or any
two (2) members of the Committee. A quorum shall consist of five (5)
members. The Investment Policy Committee shall exercise such fiduciary
powers and perform such duties as may be assigned to it by the Capital
Management/General Trust Committee. All actions taken by the Investment
Policy Committee shall be recorded in appropriate minutes, signed by the
Secretary thereof, approved by its Chairman and submitted to the Capital
Management/General Trust Committee at its next ensuing regular meeting for
its review and approval.

SECTION 5.5 PERSONAL TRUST ADMINISTRATION COMMITTEE. There shall be a
Personal Trust Administration Committee composed of not less than five (5)
officers, who shall be appointed annually or from time to time by the Board
of Directors. Each member shall serve until his successor is appointed.
Meetings shall be called by the Chairman or any three (3) members of the
Committee. A quorum shall consist of three (3) members. The Personal
Trust Administration Committee shall exercise such fiduciary powers and
perform such duties as may be assigned to it by the Capital
Management/General Trust Committee. All action taken by the Personal Trust
Administration Committee shall be recorded in appropriate minutes signed by
the Secretary thereof, approved by its Chairman, and submitted to the
Capital Management/General Trust Committee at its next ensuing regular
meeting for its review and approval.

SECTION 5.6 ACCOUNT REVIEW COMMITTEE. There shall be an Account
Review Committee composed of not less than four (4) officers and/or
employees of this Association, who shall be appointed annually or from time
to time by the Board of Directors. Each member shall serve until his
successor is appointed. Meetings shall be called by the Chairman or any
two (2) members of the Committee. A quorum shall consist of three (3)
members. The Account Review Committee shall exercise such fiduciary powers
and perform such duties as may be assigned to it by the Capital
Management/General Trust Committee. All actions taken by the Account
Review Committee shall be recorded in appropriate minutes, signed by the
Secretary thereof, approved by its Chairman and submitted to the Capital
Management/General Trust Committee at its next ensuing regular meeting for
its review and approval.

SECTION 5.7 CORPORATE AND INSTITUTIONAL ACCOUNTS COMMITTEE. There
shall be a Corporate and Institutional Accounts Committee composed of not
less than five (5) officers and/or employees of this Association, who shall
be appointed annually, or from time to time, by the Capital
Management/General Trust Committee and approved by the Board of Directors.
Meetings may be called by the Chairman or any two (2) members of the
Committee. A quorum shall consist of three (3) members. The Corporate and
Institutional Accounts Committee shall exercise such fiduciary powers and
duties as may be assigned to it by the Capital Management/General Trust
Committee. All actions taken by the Corporate and Institutional Accounts
Committee shall be recorded in appropriate minutes, signed by the Secretary
thereof, approved by its Chairman and made available to the General Trust
Committee at its next ensuing regular meeting for its review and approval.

ARTICLE VI

Stock and Stock Certificates
----------------------------

SECTION 6.1 TRANSFERS. Shares of stock shall be transferable on the
books of the Association, and a transfer book shall be kept in which all
transfers of stock shall be recorded. Every person becoming a shareholder
by such transfer shall, in proportion to his shares, succeed to all rights
and liabilities of the prior holder of such shares.

SECTION 6.2 STOCK CERTIFICATES. Certificates of stock shall bear the
signature of the Chairman, the Vice Chairman, the President, or a Vice
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 of Directors for that purpose, to be known as an Authorized
Officer, and the seal of the Association shall be engraved thereon. Each
certificate shall recite on its face that the stock represented thereby is
transferable only upon the books of the Association properly endorsed.

ARTICLE VII

Corporate Seal
--------------

SECTION 7.1 The President, the Cashier, the Secretary, or any
Assistant Cashier, or Assistant Secretary, or other officer thereunto
designated by the Board of Directors shall have authority to affix the
corporate seal to any document requiring such seal, and to attest the same.
Such seal shall be substantially in the following form.

ARTICLE VIII

Miscellaneous Provisions
------------------------

SECTION 8.1 FISCAL YEAR. The fiscal year of the Association shall be
the calendar year.

SECTION 8.2 EXECUTION OF INSTRUMENTS. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations,
receipts, discharges, releases, satisfactions, settlements, petitions,
schedules, accounts, affidavits, bonds, undertakings, proxies, and other
instruments or documents may be signed, executed, acknowledged, verified,
delivered or accepted in behalf of the Association by the Chairman of the
Board, or the President, or any Vice Chairman of the Board, any Vice
President or Assistant Vice President, or the Secretary or Assistant
Secretary, Cashier, or Assistant Cashier, or, if in connection with the
exercise of fiduciary powers of the Association, by any of said officers or
by any Trust Officer or Assistant Trust Officer; provided, however, that
where required, any such instrument shall be attested by one of said
officers other than the officer executing such instrument. Any such
instruments may also be executed, acknowledged, verified, delivered, or
accepted in behalf of the Association in such other manner and by such
other officers as the Board of Directors may from time to time direct. The
provisions of this Section 8.2 are supplementary to any other provision of
these By-laws.

SECTION 8.3 RECORDS. The Articles of Association, the By-laws, and
the proceedings of all meetings of the shareholders, the Board of
Directors, standing committees of the Board, shall be recorded in
appropriate minute books provided for the purpose. The minutes of each
meeting shall be signed by the Secretary, Cashier, or other officer
appointed to act as Secretary of the meeting.

ARTICLE IX

By-laws
-------

SECTION 9.1 INSPECTION. A copy of the By-laws, with all amendments
thereto, shall at all times be kept in a convenient place at the Head
Office of the Association, and shall be open for inspection to all
shareholders, during banking hours.

SECTION 9.2 AMENDMENTS. The By-laws may be amended, altered or
repealed, at any regular or special meeting of the Board of Directors, by a
vote of a majority of the whole number of Directors.

<PAGE>

2614C

Exhibit A
---------

First Union National Bank of Georgia
Article X
Emergency By-laws

In the event of an emergency declared by the President of the United
States or the person performing his functions, the officers and employees
of this Association will continue to conduct the affairs of the Association
under such guidance from the directors or the Executive Committee 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 applicable
governmental directives during the emergency.

OFFICERS PRO TEMPORE AND DISASTER

Section 1. The surviving members of the Board of Directors or the
Executive Committee shall have the power, in the absence or disability of
any officer, or upon the refusal of any officer to act, to delegate and
prescribe such officer's powers and duties to any other officer, or to any
director, for the time being.

Section 2. In the event of a state of disaster of sufficient severity
to prevent the conduct and management of the affairs and business of this
Association by its directors and officers as contemplated by these By-laws,
any two or more available members of the then incumbent Executive Committee
shall constitute a quorum of that Committee for the full conduct and
management of the affairs and business of the Association in accordance
with the provisions of Article II of these By-laws; and in addition, such
Committee shall be empowered to exercise all of the powers reserved to the
General Trust Committee under Section 5.3 of Article V hereof. In the
event of the unavailability, at such time, of a minimum of two members of
the then incumbent Executive Committee, any three available directors shall
constitute the Executive Committee for the full conduct and management of
the affairs and business of the Association in accordance with the
foregoing provisions of this section. This By-law shall be subject to
implementation by resolutions of the Board of Directors passed from time to
time for that purpose, and any provisions of these By-laws (other than this
section) and any resolutions which are contrary to the provisions of this
section or to the provisions of any such implementary resolutions shall be
suspended until it shall be determined by an interim Executive Committee
acting under this section that it shall be to the advantage of this
Association to resume the conduct and management of its affairs and
business under all of the other provisions of these By-laws.

Officer Succession

BE IT RESOLVED, that if consequent upon war or warlike damage or
disaster, the Chief Executive Officer of this Association cannot be located
by the then acting Head Officer or is unable to assume or to continue
normal executive duties, then the authority and duties of the Chief
Executive Officer shall, without further action of the Board of Directors,
be automatically assumed by one of the following persons in the order
designated:

Chairman
President
Division Head/Area Administrator - Within this officer class, officers
shall take seniority on the basis of length of service in such
office or, in the event of equality, length of service as an
officer of the Association.

Any one of the above persons who in accordance with this resolution
assumes the authority and duties of the Chief Executive Officer shall
continue to serve until he resigns or until five-sixths of the other
officers who are attached to the then acting Head Office decide in writing
he is unable to perform said duties or until the elected Chief Executive
Officer of this Association, or a person higher on the above list, shall
become available to perform the duties of Chief Executive Officer of the
Association.

BE IT FURTHER RESOLVED, that anyone dealing with this Association may
accept a certification by any three officers that a specified individual is
acting as Chief Executive Officer in accordance with this resolution; and
that anyone accepting such certification may continue to consider it in
force until notified in writing of a change, said notice of change to carry
the signatures of three officers of the Association.

Alternate Locations

The offices of the Association at which its business shall be
conducted shall be the main office thereof in each city which is designated
as a City Office (and branches, if any), and any other legally authorized
location which may be leased or acquired by this Association to carry on
its business. During an emergency resulting in any authorized place of
business of this Association 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 Association. Any temporarily relocated place of
business of this Association shall be returned to its legally authorized
location as soon as practicable and such temporary place of business shall
then be discontinued.

Acting Head Offices

BE IT RESOLVED, that in case of and provided because of war or warlike
damage or disaster, the General Office of this Association, located in
Atlanta, Georgia, is unable temporarily to continue its functions, the
office, located in , Georgia, shall
automatically and without further action of this Board of Directors, become
the "Acting Head Office of this Association";

BE IT FURTHER RESOLVED, that if by reason of said war or warlike
damage or disaster, both the General Office of this Association and the
said Raleigh Office of this Association are unable to carry on their
functions, then and in such case, the Office of this
Association, located in , Georgia, shall, without further
action of this Board of Directors, become the "Acting Head Office of this
Association"; and if neither the Office nor the
Office can carry on their functions, then the
Office of this Association, located in , Georgia,
shall, without further action of this Board of Directors, become the
"Acting Head Office of this Association"; and if neither the
Office, the Office, nor the Office can carry
on their functions, then the Office of this Association,
located in , Georgia, shall, without further action of this
Board of Directors, become the "Acting Head Office of this Association".
The Head Office shall resume its functions at its legally authorized
location as soon as practicable.

<PAGE>
EXHIBIT 6 TO FORM T-1

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939 in connection with the proposed issuance of Senior Debt
Securities of Merry Land & Investment Company, Inc., First Union National
Bank of Georgia hereby consents that reports of examinations by Federal,
State, Territorial or District Authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request
therefor.

FIRST UNION NATIONAL BANK OF
GEORGIA

By: /s/ Susan L. Adams
----------------------------
Susan L. Adams
Vice President
<PAGE>
<PAGE>

EXHIBIT 7 TO FORM T-1

This form is for use by National Banks only. It should
be used for publication purposes only, and should not
be returned to the FDIC.

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

Comptroller of the Currency
Administrator of National Banks

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

REPORT OF CONDITION

Consolidating domestic subsidiaries of the

First Union National Bank of Georgia of Atlanta
------------------------------------------------
Name of Bank City

in the state of Georgia, at the close of business on September 30, 1994,
published in response to call made by Comptroller of the Currency,
under Title 12, United States Code, Section 161.

Charter Number 21161 Comptroller of the Currency Southeastern District<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Statement of Resources and Liabilities

ASSETS
Thousands of dollars
<S> <C> <C>
Cash and balances due from depository institutions
Noninterest-bearing balances and currency and coin 1,040,491
Interest-bearing balances 0
Held-to-maturity securities 334,119
Available-for-sale securities 747,931
Federal funds sold 52,959
Securities purchased under agreements to resell 0
Loans and lease financing receivables:
Loans and leases, net of unearned income 6,380,154
LESS: Allowance for loan and lease losses 150,095
LESS: Allocated transfer risk reserve 0
Loans and leases, net of unearned income, allowance, and reserve 6,230,059
Assets held in trading accounts 0
Premises and fixed assets (including capitalized leases) 149,131
Other real estate owned 35,637
Investments in unconsolidated subsidiaries and associated companies 0
Customers' liability to this bank on acceptance outstanding 1,064
Intangible assets 76,683
Other assets 156,379
Total assets 8,824,453

<PAGE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits:
In domestic offices 7,122,244
Noninterest-bearing 986,688
Interest-bearing 6,135,556
Federal funds purchased 16,900
Securities sold under agreements to repurchase 367,041
Demand notes issued to the U.S. Treasury 5,607
Trading liabilities 0
Other borrowed money
With original maturity of one year or less 494,134
With original maturity of more than one year 66,573
Mortgage indebtedness and obligations under capitalized leases 2,922
Bank's liability on acceptance executed and outstanding 1,064
Subordinated notes and debentures 120,625
Other liabilities 98,823
Total liabilities 8,295,933
Limited-life preferred stock and related surplus 0
<CAPTION>
EQUITY CAPITAL
<S> <C>
Perpetual preferred stock and related surplus 0
Common stock 14,626
Surplus 374,800
Undivided profits and capital reserves 165,752
Net unrealized holding gains (losses) on available-for-sale securities (26,658)
Total equity capital 528,520
Total liabilities, limited-life preferred stock, and equity capital 8,824,453
</TABLE>
<PAGE>

We, the undersigned directors, attest I, Gary R. Sessions
to the correctness of this statement -----------------------------------
of resources and liabilities. We Name
declare that it has been examined by
us, and to the best of our knowledge Vice President
and belief has been prepared in -----------------------------------
conformance with the instructions and Title
is true and correct.

Directors of the above-named bank do hereby
declare that this Report of
Carl E. Sanders Condition is true and correct to
- ----------------------------------- the best of my knowledge and
belief.

Harald R. Hansen /s/ Gary R. Sessions
- ----------------------------------- -----------------------------------
Signature
David M. Carroll
- ----------------------------------- October 27, 1994
-----------------------------------
Date