SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
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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)
STATE STREET BANK AND TRUST COMPANY OF MISSOURI, N.A.
(Exact name of trustee as specified in its charter)
U.S. National Bank 43-1745664
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification No.)
127 West 10th Street, Kansas City, Missouri 64105
(Address of principal executive offices) (Zip Code)
Susan R. James, Vice President
211 North Broadway, Suite 3900, St. Louis, Missouri 63102
(314) 206-3024
(Name, address and telephone number of agent for service)
LACLEDE GAS COMPANY
(Exact name of obligor as specified in its charter)
MISSOURI 43-0368139
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
720 Olive Street, St. Louis, Missouri 63101
(314) 342-0500
(Address of principal executive offices) (Zip Code)
FIRST MORTGAGE BONDS
(Title of indenture securities)
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GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority
to which it is subject.
Comptroller of the Currency of the United Sates,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust
powers.
Trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor.
If the Obligor is an affiliate of the trustee, describe each such
affiliation.
The obligor is not an affiliate of the trustee or of its parent, State
Street Bank and Trust Company
(See note on page 2.)
Item 3. through Item 15. Not applicable.
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of
eligibility.
1. A copy of the articles of association of the trustee as now
in effect.
A copy of the articles of association of the trustee, a
now in effect, is attached hereto as Exhibit 1 and made a
part hereof.
2. A copy of the certificate of authority of the trustee to
commence business, if not contained in the articles of
association.
A copy of the certificate of the Comptroller of the
Currency authorizing the trustee to commence the
business of banking as a national banking association is
attached hereto as Exhibit 2 and made a part hereof.
3. A copy of the authorization of the trustee to exercise
corporate trust powers, if such authorization is not
contained in the documents specified in paragraph (1) or
(2), above.
A copy of the certificate of the Comptroller of the
Currency dated September 15, 1995 authorizing the
trustee to exercise corporate trust powers is attached
hereto as Exhibit 3 and made a part hereof.
4. A copy of the existing by-laws of the trustee, or
instruments corresponding thereto.
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A copy of the existing amended and restated by-laws of the
trustee is attached hereto as Exhibit 4 and made a part
hereof.
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5. A copy of each indenture referred to in Item 4. if the
obligor is in default.
Not applicable.
6. The consents of United States institutional trustees
required by Section 321(b) of the Act.
The consent of the trustee required by Section 321(b) of
the Act is annexed hereto as Exhibit 6 and made a part
hereof.
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.
A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of
its supervising or examining authority is annexed hereto
as Exhibit 7 and made a part hereof.
NOTES
In answering any item of this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor or any underwriter
for the obligor, the trustee has relied upon information furnished to it by
the obligor and the underwriters, and the trustee disclaims responsibility
for the accuracy or completeness of such information.
The answer furnished to Item 2. of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which
would have been required to be stated if known at the date hereof.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company of Missouri, N.A.,
a national banking association existing under the laws of the United States
of America, has duly caused this statement of eligibility to be signed on
its behalf by the undersigned, thereunto duly authorized, all in the City of
St. Louis and the State of Missouri, on the 13th day of June, 2000.
STATE STREET BANK AND TRUST COMPANY
OF MISSOURI, N.A.
By: /s/ ROBERT A. CLASQUIN
NAME: Robert A. Clasquin
TITLE: Assistant Vice President
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EXHIBIT 1
ARTICLES OF ASSOCIATION
OF
STATE STREET BANK AND TRUST COMPANY OF MISSOURI,
NATIONAL ASSOCIATION
For the purpose of organizing an Association to carry on the business
of a limited purpose trust company under the laws of the United States, the
undersigned do enter into the following Articles of Association:
FIRST. The title of this Association shall be State Street Bank and
Trust Company of Missouri, National Association.
SECOND. The Main Office of the Association shall be in the City of
Kansas City, County of Jackson, State of Missouri. The business of the
Association will be limited to the operations of a national trust company
and to support activities incidental thereto. The Association will not
expand or alter its business beyond that stated in this Article Second
without the prior approval of the Comptroller of the Currency.
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 or her 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; 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 the number was 15 or less; and (2) exceeds by more than
four the number of Directors last elected by shareholders where the number
was 16 or more, but in no event shall the number of directors exceed 25.
Terms of Directors, including Directors selected to fill vacancies,
shall expire at the next regular meeting of shareholders at which Directors
are elected, unless the Directors resign or are removed from office. Despite
the expiration of a Director's term, the Director shall continue to serve
until his or her successor is elected and qualifies or until there is a
decrease in the number of Directors and his or her position is eliminated.
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 as the Board of Directors may designate, on the day of each year
specified therefore in the By-laws, 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.
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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 this Association entitled to vote for election of Directors.
Nominations other than those made by or on behalf of the existing management
shall be made in writing and be delivered or mailed to the president of this
Association and to the Comptroller of the Currency, Washington, D.C., not
less than 14 days nor more than 50 days prior to any meeting of shareholders
called for the election of Directors; provided, however, that if less than
21 days notice of the meeting is given to the shareholders, such nominations
shall be mailed or delivered to the president of this Association and to the
Comptroller of the Currency not later than the close of business on the
seventh day following the day on which the notice of meeting was mailed.
Such notification shall contain the following information to the extent
known to the notifying shareholder: the name and address of each proposed
nominee; the principal occupation of each proposed nominee; the total number
of shares of capital stock of this Association that will be voted for each
proposed nominee; the name and residence address of the notifying
shareholder; and the number of shares of capital stock of this Association
owned by the notifying shareholder. Nominations not made in accordance
herewith may, in his or her discretion, be disregarded by the chairperson of
the meeting, and upon his or her 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 1,000,000 shares of common stock of the par value of one dollar
($1) 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.
No holder of shares of the capital stock of any class of this
Association shall have any preemptive or preferential right of subscription
to any shares of any class of stock of this Association, whether now or
hereafter authorized, or to any obligations convertible into stock of this
Association, issued, or sold, nor any right of subscription to any thereof
other than such, if any, as the Board of Directors, in its discretion may
from time to time determine and at such price as the Board of Directors may
from time to time fix.
Transfers of the Association's capital stock are subject to the prior
approval of a federal depository institution regulatory agency. If no other
agency approval is required, the Comptroller of the Currency's approval
shall be obtained prior to the transfers. In such cases where the
Comptroller of the Currency approval is required, the Comptroller of the
Currency will apply the definitions and standards set forth in the Change in
Bank Control Act and the Comptroller of the Currency's implementing
regulation (12 U.S.C. 1817(j) and 12 C.F.R. 5.50) to ownership changes in
the Association.
This 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.
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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 define the duties of the
officers and employees of this Association; to fix the salaries to be paid
to the officers and employees; to dismiss officers and employees; to require
bonds from officers and employees and to fix the penalty thereof; to
regulate the manner in which any increase of the capital of this Association
shall be made; to manage and administer the business and affairs of this
Association; to make all By-laws that it may be lawful for the Board of
Directors to make; and generally to do and perform all acts that it may be
legal for a Board of Directors to do and 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 the City
of Kansas City, without the approval of the shareholders, and shall have the
power to establish or change the location of any branch or branches of this
Association to any other location, without the approval of the shareholders.
EIGHTH. The corporate existence of this Association shall continue
until terminated in accordance with the laws of the United States.
NINTH. The Board of Directors of this Association, or any
shareholder owning, in the aggregate, not less than ten 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 prepaid, mailed at
least ten days prior to the date of such meeting to each shareholder of
record at his address as shown upon the books of this Association.
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TENTH. This Association shall to the fullest extent legally
permissible indemnify each person who is or was a director, officer,
employee or other agent of this Association and each person who is or was
serving at the request of this Association as a director, trustee, officer,
employee or other agent of another organization or of any partnership, joint
venture, trust, employee benefit plan or other enterprise or organization
against all liabilities, costs and expenses, including but not limited to
amounts paid in satisfaction of judgments, in settlement or as fines and
penalties, and counsel fees and disbursements, reasonably incurred by him in
connection with the defense or disposition of or otherwise in connection
with or resulting from any action, suit or other proceeding, whether civil,
criminal, administrative or investigative, before any court or
administrative or legislative or investigative body, in which he may be or
may have been involved as a party or otherwise or with which he may be or
may have been threatened, while in office or thereafter, by reason of his
being or having been such a director, officer, employee, agent or trustee,
or by reason of any action taken or not taken in any such capacity, except
with respect to any matter as to which he shall have been finally
adjudicated by a court of competent jurisdiction not to have acted in good
faith in the reasonable belief that his action was in the best interests of
the corporation (any person serving another organization in one or more of
the indicated capacities at the request of this Association who shall not
have been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that his action was in the best interest of such other
organization shall be deemed so to have acted in good faith with respect to
the National Trust Company) or to the extent that such matter relates to
service with respect to an employee benefit plan, in the best interest of
the participants or beneficiaries of such employee benefit plan. Expenses,
including but not limited to counsel fees and disbursements, so incurred by
any such person in defending any such action, suit or proceeding, shall be
paid from time to time by this Association in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the person indemnified to repay the amounts
so paid if it shall ultimately be determined that indemnification of such
expenses is not authorized hereunder.
As to any matter disposed of by settlement by any such person, pursuant
to a consent decree or otherwise, no such indemnification either for the
amount of such settlement or for any other expenses shall be provided unless
such settlement shall be approved as in the best interests of the National
Trust Company, after notice that it involves such indemnification, (a) by a
vote of a majority of the disinterested directors then in office (even
though the disinterested directors be less than a quorum), or (b) by any
disinterested person or persons to whom the question may be referred by vote
of a majority of such disinterested directors, or (c) by vote of the holders
of a majority of the outstanding stock at the time entitled to vote for
directors, voting as a single class, exclusive of any stock owned by any
interested person, or
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(d) by any disinterested person or persons to whom the question may be
referred by vote of the holders of a majority of such stock. No such
approval shall prevent the recovery from any such director, officer,
employee, agent or trustee of any amounts paid to him or on his behalf as
indemnification in accordance with the preceding sentence if such person is
subsequently adjudicated by a court of competent jurisdiction not to have
acted in good faith in the reasonable belief that his action was in the best
interests of this Association. The right of indemnification hereby provided
shall not be exclusive of or affect any other rights to which any director,
officer, employee, agent or trustee may be entitled or which may lawfully be
granted to him. As used herein, the terms "director", "officer", "employee",
"agent", and "trustee", include their respective executors, administrators
and other legal representatives, an "interested" person is one against whom
the action, suit or other proceeding in question or another action, suit or
other proceeding on the same or similar grounds is then or had been pending
or threatened, and a "disinterested" person is a person against whom no such
action, suit or other proceeding is then or had been pending or threatened.
By action of the board of directors, notwithstanding any interest of the
directors in such action, this Association may purchase and maintain
insurance, in such amounts as the board of directors may from time to time
deem appropriate, on behalf of any person who is or was a director, officer,
employee or other agent of this Association, or is or was serving at the
request of this Association as a director, trustee, officer, employee or
other agent of another organization or of any partnership, joint venture,
trust, employee benefit plan or other enterprise or organization against any
liability incurred by him in any such capacity, or arising out of his status
as such, whether or not this Association would have the power to indemnify
him against such liability.
Nothing contained in this Article Tenth shall be construed to (i) allow
the indemnification of or insurance coverage for a director, trustee,
officer, employee or agent of this Association against expenses, penalties
or other payments incurred in an administrative action instituted by an
appropriate bank regulatory agency which results in a final order assessing
civil money penalties or requires the payments of money to the Association,
or (ii) exceed the provisions of Massachusetts General Laws, chapter 156B,
section 67, as in effect from time to time.
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 greater amount of stock is required by law, and in that
case by the vote of the holders of such greater amount.
TWELFTH. This Association may be a partner in any business or
enterprise which this Association would have power to conduct by itself.
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IN WITNESS WHEREOF, we have hereunto set our hands this 27th day of
April, 1995.
/s/ MARSHALL N. CARTER
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Marshall N. Carter
/s/ DAVID A. SPINA
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David A. Spina
/s/ A. EDWARD ALLINSON
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A. Edward Allinson
/s/ RONALD E. LOGUE
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Ronald E. Logue
/s/ JOHN R. TOWERS
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John R. Towers
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EXHIBIT 2
[COMPTROLLER OF THE CURRENCY TREASURY DEPARTMENT LOGO]
Washington, D.C.
WHEREAS, satisfactory evidence has been presented to the Comptroller of
the Currency that STATE STREET BANK AND TRUST COMPANY OF MISSOURI, NATIONAL
ASSOCIATION located in KANSAS CITY State of MISSOURI 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.
IN TESTIMONY WHEREOF, witness my signature and seal of
office this FIFTEENTH day of SEPTEMBER 1995.
/s/ DAVID A. BOMGAARS
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District Administrator
Comptroller of the Currency
Charter No. 22874
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EXHIBIT 3
[LOGO]
Comptroller of the Currency
Administrator of National Banks
Northeastern District
1114 Avenue of the Americas, Suite 3900
New York, New York 10036
TRUST PERMIT
WHEREAS, STATE STREET BANK AND TRUST COMPANY OF MISSOURI, NATIONAL
ASSOCIATION, located in KANSAS CITY, state of MISSOURI, being a National
Banking Association, organized under the statutes of the United States,
has made application for authority to act as fiduciary;
AND WHEREAS, applicable provisions of the statutes of the United States
authorize the grant of such authority;
NOW THEREFORE, I hereby certify that the said association is authorized
to act in all fiduciary capacities permitted by such statutes.
IN TESTIMONY WHEREOF, witness my signature and seal of Office this 15TH
day of SEPTEMBER, 1995.
CHARTER NO. 22874
/s/ DAVID A. BOMGAARS
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David A. Bomgaars
District Administrator
**OCC SEAL**
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EXHIBIT 4
STATE STREET BANK AND TRUST COMPANY OF MISSOURI,
NATIONAL ASSOCIATION
AMENDED AND RESTATED
BY-LAWS
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The regular annual meeting of the
shareholders to elect directors and transact whatever other business may
properly come before the meeting, shall be held at the Main Office of the
National Trust Company, in the City of Kansas City, State of Missouri or
such other places as the Board of Directors may designate, at 10 o'clock, on
the fourth Wednesday of April 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/her address appearing on the books of
the National Trust Company. If for any cause, an election of directors is
not made on that 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 any time by the Board of Directors or by any shareholder
owning, in the aggregate, not less than 10 percent of the stock of the
National Trust Company. 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 National Trust Company 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 National Trust
Company entitled to vote for the election of directors. Nominations, other
than those made by or on behalf of the existing management of the National
Trust Company, shall be made in writing and shall be delivered or mailed to
the President of the National Trust Company and to the Comptroller of the
Currency, Washington, D.C., not less than 14 days nor more than 50 days
prior to any meeting of shareholders called for the election of directors,
provided however, that if less than 21 days' notice of the meeting is given
to shareholders, such nomination shall be mailed or delivered to the
President of the National Trust Company 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:
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(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 National Trust Company 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 National
Trust Company owned by the notifying shareholder. Nominations not made in
accordance herewith may, in his/her discretion, be disregarded by the
Chairperson of the meeting, and upon his/her instructions, the vote tellers
may disregard all votes cast for each
such nominee.
Section l.4. Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or
employee of this National Trust Company 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 1.5. Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting
of shareholders, unless otherwise provided by law; 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 shall have
the power to manage and administer the business and affairs of the National
Trust Company. Except as expressly limited by law, all corporate powers of
the National Trust Company shall be vested in and may be exercised by the
Board of Directors.
Section 2.2. Number. The Board of Directors shall consist of not less
than five nor 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.
Section 2.3. Organization Meeting. The Cashier, upon receiving the
results 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
National Trust Company to organize the new Board and elect and appoint
officers of the National Trust Company for the succeeding year. Such
meeting shall be held on the day of the election or as soon thereafter as
practicable, and, in any event, within 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.
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Section 2.4. Regular Meetings. Regular Meetings of the Board of
Directors shall be held, without notice, at least once in each quarter on
such days and at such hours as the Directors may from time to time
determine. 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. (Amended 1/1/97)
Section 2.5. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board of the National Trust
Company, or at the request of three 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 in
conformance with Section 2.2 of this Article.
Section 2.8. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Directors may be taken without a
meeting if all the Directors consent to the action in writing and the
written consents are filed with the records of the meetings of the
Directors. Such consents shall be treated for all purposes as a vote at a
meeting.
Section 2.9. Meeting by Telecommunications. Members of the Board of
Directors or any committee elected thereby may participate in a meeting of
such Board or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in a
meeting can hear each other at the time and participation by such means
shall constitute presence in person at the meeting.
ARTICLE III
Committees of the Board
Section 3.1. Investment Committee. There shall be an Investment
Committee composed of not less than two Directors, appointed by the Board
annually or more often. The Investment Committee shall have the power to
insure adherence to Investment Policy, to recommend amendments thereto, to
purchase and sell securities, to exercise authority regarding investments
and to exercise, when the Board is not in session, all other powers of the
Board regarding investment securities that may be lawfully delegated. The
Investment Committee shall keep minutes of its meetings, and such minutes
shall be submitted at the next regular meeting of the Board of Directors at
which a quorum is present, and any action taken by the Board with respect
thereto shall be entered in the minutes of the Board.
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Section 3.2. Examining Committee. There shall be an Examining
Committee composed of not less than two directors, exclusive of any active
officers, appointed by the Board annually or more often, whose duty it shall
be to make an examination at least once during each calendar year into the
affairs of the National Trust Company or cause suitable examinations to be
made by auditors responsible only to the Board of Directors and to report
the result of such examination in writing to the Board at the next regular
meeting thereafter. Such report shall state whether the National Trust
Company is in a sound condition, and whether adequate internal controls and
procedures are being maintained shall recommend to the Board of Directors
such changes in the manner of conducting the affairs of the National Trust
Company as shall be deemed advisable. (Amended 8/5/97)
Section 3.3. Other Committees. The Board of Directors 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.
However, a committee may not authorize distribution of assets or dividends;
approve action required to be approved by shareholders; fill vacancies on
the board of directors or any of its committees; amend articles of
association; adopt, amend or repeal by-laws; or authorize or approve
issuance or sale or contract for sale of shares, or determine the
designation and relative rights, preferences and limitations of a class or
series of shares.
ARTICLE IV
Officers and Employees
Section 4.1. Chairperson of the Board. The Board of Directors shall
appoint one of its members to be Chairperson of the Board to serve at its
pleasure. Such person shall preside at all meetings of the Board of
Directors. The Chairperson of the Board shall supervise the carrying out of
the policies adopted or approved by the Board; shall have general executive
powers, as well as the specific powers conferred by these Bylaws; and shall
also have and may exercise such further powers and duties as from time to
time may be conferred upon, or assigned by the Board of Directors.
Section 4.2. President. The Board of Directors shall appoint one of
its members to be President of the National Trust Company. In the absence
of the Chairperson, the President shall preside at any meeting of the Board.
The President shall have general executive powers, and shall have and may
exercise any and all other powers and duties pertaining by law, regulations,
or practice, to the Office of President, or imposed by these Bylaws. The
President shall also have and may exercise such further powers and duties as
from time to time may be conferred, or assigned by the Board of Directors.
Section 4.3. Vice President. The Board of Directors may appoint one
or more Vice Presidents. Each Vice President shall have such powers and
duties as may be assigned by the Board of Directors. One Vice President
shall be designated by the Board of Directors, in the absence of the
President, to perform all the duties of the President.
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Section 4.4. Secretary. The Board of Directors shall appoint a
Secretary, Cashier, or other designated officer who shall be Secretary of
the Board and of the National Trust Company, and shall keep accurate minutes
of all meetings. The Secretary shall attend to the giving of all notices
required by these Bylaws to be given; shall be custodian of the corporate
seal, records, documents and papers of the National Trust Company; shall
provide for the keeping of proper records of all transactions of the
National Trust Company; shall have and may exercise any and all other powers
and duties pertaining by law, regulation or practice, to the Office of
Cashier, or imposed by these Bylaws; and shall also perform such other
duties as may be assigned from time to time, by the Board of Directors.
Section 4.5. Other Officers. The Board of Directors may appoint one
or more Executive Vice Presidents, Senior Vice Presidents, Assistant Vice
Presidents, one or more Assistant Secretaries, one or more Assistant
Cashiers, one or more Managers and Assistant Managers of offices and such
other officers and attorneys in fact as from time to time may appear to the
Board of Directors to be required or desirable to transact the business of
the National Trust Company. Such officers shall respectively exercise such
powers and perform such duties as pertain to the several offices, or as may
be conferred upon, or assigned to, them by the Board of Directors, the
Chairperson of the Board, or the President. The Board of Directors may
authorize an officer to appoint one or more officers or assistant officers.
Section 4.6. Tenure of Office. The President and all other officers
shall hold office for the current year for which the Board was elected,
unless they shall resign, become disqualified, or be removed; and any
vacancy occurring in the Office of President shall be filled promptly by the
Board of Directors.
Section 4.7. Resignation. An officer may resign at any time by
delivering notice to the National Trust Company. A resignation is effective
when the notice is given unless the notice specifies a later effective date.
ARTICLE V
Fiduciary Activities
Section 5.1. Trust Department. There shall be a department of the
National Trust Company known as the Trust Department that shall perform the
fiduciary responsibilities of the National Trust Company.
Section 5.2. Trust Officer. There shall be a Trust Officer of this
National Trust Company whose duties shall be to manage, supervise and direct
all the activities of the Trust Department. Such persons shall do or cause
to be done all things necessary or proper in carrying on the business of the
Trust Department according to provisions of law and applicable regulations;
and 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 National Trust
Company in connection with fiduciary matters.
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The Board of Directors may appoint other trust officers of the Trust
Department, as it may deem necessary, with such duties as may be assigned.
Section 5.3. Trust Investment Committee. There shall be a Trust
Investment Committee of this National Trust Company composed of not less
than two members, who shall be capable and experienced officers or directors
of the National Trust Company. 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 National Trust Company 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
15 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.
Section 5.4. Trust Audit Committee. The Board of Directors shall
appoint a committee of not less than two directors, exclusive of any active
officer of the National Trust Company, which shall, at least once during
each calendar year make suitable audits of the Trust Department or cause
suitable audits to be made by auditors responsible only to the Board of
Directors, and at such time shall ascertain whether the Department has been
administered according to law, Part 9 of the Regulations of the Comptroller
of the Currency, and sound fiduciary principles. (Amended 8/5/97)
Section 5.5. Fiduciary Files. There shall be maintained in the Trust
Department files 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 according to the instrument establishing the fiduciary
relationship and local law. Where such instrument does not specify the
character and class of investments to be made and does not vest in the
National Trust Company a discretion in the matter, funds held 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 stock shall be transferable on the
books of the National Trust Company, 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 of the prior holder of such shares.
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Section 6.2. Stock Certificates. Certificates of stock shall bear the
signature of the President (which may be engraved, printed or impressed),
and shall be signed manually or by facsimile process by the Secretary,
Assistant Secretary, Cashier, Assistant Cashier, or any other officer
appointed by the Board of Directors for that purpose, to be known as an
Authorized Officer, and the seal of the National Trust Company shall be
engraved thereon. Each certificate shall recite on its face that the stock
represented thereby is transferable only upon the books of the National
Trust Company properly endorsed.
ARTICLE VII
Corporate Seal
The President, the Cashier, the Secretary or any Assistant Cashier or
Assistant Secretary, or other officer thereunto designated by the Board 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 National Trust
Company 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 National Trust Company by the
Chairperson of the Board, or the President, or any Executive Vice President,
or any Vice President, or the Secretary, or the Cashier. Any such
instruments may also be executed, acknowledged, verified, delivered or
accepted in behalf of the National Trust Company 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 Bylaws.
Section 8.3. Records. The Articles of Association, the By-laws and
the proceedings of all meetings of the shareholders, the Board of Directors,
and 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.
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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 Main Office
of the National Trust Company, 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 meeting of the Board of Directors, by a vote of a
majority of the total number of the Directors.
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EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust
Indenture Act of 1939, as amended, in connection with the proposed issuance
by LACLEDE GAS COMPANY, of its FIRST MORTGAGE BONDS, we hereby consent that
reports of examination by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.
STATE STREET BANK AND TRUST COMPANY
OF MISSOURI, N.A.
By: /s/ ROBERT A. CLASQUIN
NAME: Robert A. Clasquin
TITLE: Assistant Vice President
Dated: June 13, 2000
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EXHIBIT 7
<TABLE>
State Street Bank & Trust Company of Missouri, N.A.
Consolidated Statement of Condition
As of March 31
<CAPTION>
Assets 2000 1999
------ ------
<S> <C> <C>
Cash and Due from Bank $ 2,442,293 $ 1,648,037
Total Investment Securities 292,500 292,500
Total Premises and Equipment 144,353 189,591
Accrued Income Receivable 158,436 178,881
Other Assets 0 0
Goodwill Net 7,084,343 7,698,098
----------- -----------
Total Assets $10,121,926 $10,007,108
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Liabilities
Accrued Tax and Other 75,265 (89,045)
Unearned Revenue 167,067 186,723
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Total Liabilities $ 242,333 $ 97,678
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Stockholders Equity
Common Stock 500,000 500,000
Paid in Surplus 9,250,000 9,250,000
Retained Earnings 129,593 159,430
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Total Stockholders Equity $ 9,879,593 $ 9,909,430
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Total Liabilities and Stockholders Equity $10,121,926 $10,007,108
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</TABLE>
