SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
-----------------------------
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) X
--------------------------------------------
NBD BANK
a Michigan Banking Corporation
(Exact name of Trustee as specified in its charter)
611 Woodward Avenue
Detroit, Michigan 48226 38-0864715
(Address of principal (Zip Code) (I.R.S.Employer
executive offices) Identification No.)
TOLL CORP.
(Exact name of obligor as specified in its charter)
Delaware 23-2485860
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3103 Philmont Avenue
Huntingdon Valley, Pennsylvania 19006
(Address of principal executive offices) (Zip Code)
TOLL BROTHERS, INC.
(Exact name of obligor-guarantor as specified in its charter)
Delaware 23-2416878
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3103 Philmont Avenue
Huntingdon Valley, Pennsylvania 19006
(Address of principal executive offices) (Zip Code)
$100,000,000 8 3/4% SENIOR SUBORDINATED NOTES DUE 2006
(Title of Indenture Securities)
<PAGE>
1. General Information
(a) The following are the names and addresses of each examining or
supervising authority to which the Trustee is subject:
State of Michigan Financial Institutions Bureau
Federal Reserve Bank of Chicago, Chicago, Illinois
Federal Deposit Insurance Corporation, Washington, D.C.
(b) The Trustee is authorized to exercise corporate trust
powers.
2. Affiliations with obligor.
The obligor is not an affiliate of the Trustee.
3. Voting Securities of the Trustee.
The following information is furnished as to each class of voting securities
of the Trustee:
As of November 6, 1996
Column A Column B
Title of Class Amount Outstanding
Common Stock, par value $12.50 per share 8,948,648 shares
4. Trusteeships under other indentures.
The Trustee is a Trustee under other indentures under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, viz:
10 1/2% Senior Subordinated Notes due 2002
9 1/2% Senior Subordinated Notes due 2003
5. Interlocking directorates and similar relationships with the
obligor or underwriters.
Neither the Trustee nor any of the directors nor executive officers of the
Trustee is a director, officer, partner, employee, appointee or
representative of the obligor or of any underwriter for the obligor.
<PAGE>
6. Voting securities of the Trustee owned by the obligor or its
officials.
Voting securities of the Trustee owned by the obligor and its directors,
partners and executive officers, taken as a group, do not exceed one percent
of the outstanding voting securities of the Trustee.
7. Voting securities of the Trustee owned by underwriters or their
officials.
Voting securities of the Trustee owned by any underwriter and its directors,
partners and executive officers, taken as a group, do not exceed one percent
of the outstanding voting securities of the Trustee.
8. Securities of obligor owned or held by the Trustee.
The amount of securities of the obligor which the Trustee owns beneficially
or holds as collateral security for obligations in default does not exceed
one percent of the outstanding securities of the obligor.
9. Securities of underwriters owned or held by the Trustee.
The Trustee does not own beneficially or hold as collateral security for
obligations in default any securities of an underwriter for the obligor.
10. Ownership or holdings by the Trustee of voting securities of
certain affiliates or security holders of the obligor.
The Trustee does not own beneficially or hold as collateral security for
obligations in default voting securities of a person who, to the knowledge
of the Trustee (1) owns 10% or more of the voting securities of the obligor,
or (2) is an affiliate, other than a subsidiary, of the obligor.
11. Ownership or holdings by the Trustee of any securities of a person owning 50
per cent or more of the voting securities of the obligor.
The Trustee does not own beneficially or hold as collateral security for
obligations in default any securities of a person who, to the knowledge of
the Trustee, owns 50 percent or more of the voting securities of the
obligor.
12. Indebtedness of the obligor to the Trustee.
The obligor is not indebted to the Trustee.
<PAGE>
14. Affiliations with the underwriters.
No underwriter is an affiliate of the Trustee.
15. Foreign trustee.
Not applicable.
16. List of Exhibits.
99.(1) Articles of Incorporation of the Trustee.
(2) Certificate of Authority of the Trustee to commence
business. Incorporated by reference to Exhibit (2)
filed with Amendment No. 1 to Form T-1 Statement, Registration
No. 22-4501.
(3) Authorization of the Trustee to exercise corporate trust
powers. Incorporated by reference to Exhibit (3)filed
with Amendment No. 1 to Form T-1 Statement, Registration
No. 22-4501.
99.(4) By-Laws of the Trustee.
(5) Not Applicable.
(6) Consent by the Trustee required by Section 321 (b) of the
Trust Indenture Act of 1939. Incorporated by reference to
Exhibit (6) filed with Amendment No. 1 to Form T-1
Statement, Registration No. 22-4501.
99.(7) Report of condition of Trustee.
(8) Not applicable.
(9) Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
Trustee, NBD BANK, a Michigan banking corporation organized and existing under
the laws of the State of Michigan, 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 Detroit, State of Michigan on the 6th day of
November, 1996.
NBD BANK (Trustee),
By: /s/ James D. Khami
--------------------------
James D. Khami
Trust Officer
<PAGE>
[GRAPHIC OMITTED]
[NBD logo]
=============================================
Articles of
Incorporation
and
Bylaws
<PAGE>
NBD BANK
DETROIT, MICHIGAN
Charter No. 970
-----------------------------------------------------------------
ARTICLES OF INCORPORATION
Effective January 1, 1995
-----------------------------------------------------------------
First.
The name of this Bank shall be NBD Bank.
Second.
The place where the principal office of this Bank is located is in the City of
Detroit, Wayne County, State of Michigan.
The Board of Directors shall have the power to change the location of the main
office anywhere within the City of Detroit without the approval of the
shareholders and shall have the power to establish or change the location of any
branch or branches of this Bank to any other location without the approval of
the shareholders.
Third.
The purpose of this Bank is to carry on the business of banking pursuant to the
Michigan Banking Code of 1969, as amended.
Fourth.
The authorized amount of the capital stock of this Bank shall be 10,000,000
shares of common stock of the par value of $12.50 each. The authorized amount of
the capital stock of this Bank may be increased or decreased from time to time
in accordance with provisions of the laws of the State of Michigan.
Fifth.
The period for which this Bank is organized is perpetual.
Sixth.
A Director of the Bank shall not be personally liable to the Bank or its
shareholders for monetary damages for a breach of fiduciary duty as a Director,
except for liability: (a) for any breach of the Director's duty of loyalty to
the Bank or its shareholders; (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (c)
resulting from a violation of Section 43 of the Michigan Banking Code, as
amended; (d) for any transaction from which the Director derived an improper
personal benefit; or (e) for any act or omission occurring prior to the date
upon which this Article is duly adopted and filed as required by law. If,
following approval of this Article by the shareholders, the Michigan Banking
Code is amended to authorize corporate action further eliminating or limiting
the personal liability of
1
<PAGE>
Directors, then the liability of a Director of the Bank shall be eliminated or
limited to the fullest extent permitted by the Michigan Banking Code, as
amended. Any repeal, modification or adoption of any provisions in these
Articles of Incorporation inconsistent with this Article shall not adversely
affect any right or protection of a Director of the Bank existing at the time of
such repeal, modification or adoption.
Seventh.
These Articles of Incorporation may be changed or amended at any time by a vote
of the shareholders owning a majority of the stock of this Bank in any manner
not inconsistent with the provisions of law.
2
<PAGE>
NBD BANK
DETROIT, MICHIGAN
BYLAWS
Effective January 1, 1995
ARTICLE I
Stockholders' Meetings
Section 1. Annual Meetings. The regular Annual Meeting of the stockholders of
this Bank for the election of directors and for the transaction of any other
business as may properly come before the meeting shall be held on the third
Monday in May of each year or at such other date as from time to time may be
designated by the Board of Directors. If the election of directors shall not be
held on the day designated for an annual meeting, or at any adjournment thereof,
the Board of Directors shall cause the election to be held at a meeting of the
stockholders as soon thereafter as convenient. Nominations for election to the
Board of Directors may be made by the Board of Directors or by any stockholders
entitled to vote for the election of directors.
Section 2. Special Meetings. Except as otherwise specifically provided by
statute, special meetings of the stockholders may be called for any purpose at
any time by the Board of Directors or by the holders of at least ten per cent
(10%) of the then outstanding shares of stock.
Section 3. Place of Meetings. Annual meetings or special meetings of the stock-
holders shall be held at the main office of the Bank or at such other place
within or without the State of Michigan as is established by the Board of
Directors.
Section 4. Proxies. All proxies secured for any annual or special meeting of
stockholders shall be dated and filed by the Secretary with the records of the
meeting.
Section 5. Notice of Meetings. Written notice stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten days, before the
date of the meeting either personally or by mail, by or at the direction of the
President, or the Secretary, or the officer or persons calling the meeting to
each stockholder of record entitled to vote at such meeting. If mailed, such
notices shall be deemed to be delivered when deposited in the United States
mail, addressed to the stockholder at his address as it appears on the records
of the Bank with postage thereon prepaid. Such notice may be waived in writing.
Section 6. Fixing the Record Date. For the purpose of determining stockholders
entitled to
3
<PAGE>
notice of or to vote at any meeting of stockholders, annual or special, or
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the Board of Directors shall fix
in advance a record date and hour for any such determination of stockholders,
such date in any case to be not more than fifty (50) days and, in case of a
meeting of stockholders, not less than ten (10) days prior to the date on which
the particular action, requiring such determination of stockholders, is to be
taken. When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment thereof.
Section 7. Stockholders' Action Without A Meeting. Unless otherwise restricted
in the Articles of Incorporation or these Bylaws, any action which may be taken
at the annual or any special meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by all stockholders entitled
to vote with respect to the subject matter thereof.
ARTICLE II
Directors
Section 1. Size and Vacancies. The Board of Directors shall consist of such
number of persons, not less than five nor more than twenty-five, as from time to
time shall be determined by a majority of the votes to which all stockholders
are at the time entitled or by resolution adopted by the affirmative vote of a
majority of the Board of Directors. Any vacancies in the Board of Directors may
be filled by action of a majority of the remaining Directors between meetings of
stockholders. Subject to the limitation as to the number of Directors, the
stockholders may elect not to exceed two less than the full Board, and the
unfilled directorships shall be considered as vacancies and may be filled
thereafter by the Board of Directors.
Section 2. Powers. The Board of Directors, a majority of whom shall be a quorum
to transact business, shall have power to manage and administer the business and
affairs of the Bank and to prescribe Bylaws for the regulation of the business
of the Bank and the conduct of its affairs not inconsistent with law, the
Articles of Incorporation and these Bylaws. Except as expressly limited by law,
all corporate powers of the Bank shall be vested in and may be exercised by the
Board of Directors.
Section 3. Officers and Employees. The Board of Directors shall have power to
elect or appoint such officers and employees as may be required to transact the
business of the Bank, to define their duties, to require bonds from them and to
fix the penalty thereof, and to continue them in office or dismiss them.
Section 4. Meetings. The regular meetings of the Board of Directors shall be
held on such date and at such time each month, within or without the State of
Michigan as shall from time to time be determined by the Board of Directors by
resolution, except that in the month in which the regular annual meeting of the
stockholders is held, the regular meeting of the Board of Directors shall be
held following and on the same day as the regular meeting of the stockholders.
When any regular meeting of the Board of Directors falls upon a holiday, the
meeting shall be held on
4
<PAGE>
such other day as the Board of Directors may previously designate. Special
meetings of the Board of Directors may be called at any time by the Secretary or
by any officer of higher rank than Vice President, or any three Directors.
Notice of each special meeting shall be given personally or by duly mailing,
telephoning, or telegraphing the same, at least twenty-four hours before the
meeting. Any or all Directors may waive notice of any meeting either before or
after the meeting.
Section 5. Participation In Meetings By Telephone. Unless otherwise restricted
by the Articles of Incorporation or these Bylaws, members of the Board of
Directors or any committee designated by the Board may participate in a meeting
of the Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.
Section 6. Directors' Action Without A Meeting. Unless otherwise restricted by
the Articles of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if a written consent thereto is signed by all
members of the Board or of such committee as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or committee.
ARTICLE III
Committees of the Board
Section 1. Executive Committee. There shall be a committee composed of not less
than four (4) members to be known as the Executive Committee which shall consist
of all the officer-directors of the Bank and two (2) other directors appointed
as shall be provided by the Board of Directors. Provision shall be made by the
Board of Directors for the appointment of alternates to act for members in the
event of their absence or disability.
1.1 Presiding Officer. The Chairman of the Board shall act as presiding officer
at any meeting of the Executive Committee. In the event of the absence or
disability of the Chairman of the Board, the President shall act as
presiding officer. In the event of the absence or disability of the Chairman
of the Board and President, another officer-director, if present, shall act
as presiding officer. If no officer-director member is present, an Executive
Vice President of the Bank may serve as the presiding officer or the other
members present at the meeting shall elect one of their members as presiding
officer.
1.2 Quorum. Any two (2) persons, each of whom is a member or alternate member of
the Executive Committee, of whom not less than one (1) shall be non-officer
directors, shall constitute a quorum for the transaction of business at any
meeting of the Executive Committee.
1.3 Duties. The Executive Committee shall function from day to day or such other
short intervals as shall be found requisite and expedient in the carrying on
of the business and affairs of the Bank, and between meetings of the Board
of Directors, said Committee,
5
<PAGE>
within the scope of the jurisdiction and functions assigned by the Board of
Directors to such Committee, shall have and may exercise, so far as may be
permitted by law, all power and authority of the Board of Directors
(including the right to authorize the seal of the Bank to be affixed to all
instruments on which the same may be required or appropriate) and shall have
power, but not by way of limitation of its general powers, to discount and
purchase bills, notes, and other evidences of debt, and to buy and sell
bills of exchange. A record of the meetings of the Committee shall be kept,
which shall be accessible to inspection by the Directors at all times, and
the Committee shall, at each regular meeting of the Board of Directors and
at such other times as the Board of Directors may request, submit in writing
a full report of its actions. The Board of Directors shall approve or
disapprove the report of the Executive Committee, such action to be recorded
in the minutes of the meeting; provided, however, that no rights of third
parties shall be affected by any action of the Board of Directors, if such
rights have attached by virtue of action of the Executive Committee within
the scope of the jurisdiction and functions assigned by the Board of
Directors to said Committee.
Section 2. Audit Committee. There shall be appointed annually by the Board of
Directors an Audit Committee composed of not less than three (3) Directors none
of whom shall be officers of the Bank.
2.1 Duties. The Audit Committee shall:
(i) Cause to be made by the Auditing Department of the Bank a
suitable examination of the financial records and operations
of the Bank through a program of continuous internal audits.
The Committee may employ independent certified public
accounting firms of recognized standing to make such
additional examinations and audits as it may deem advisable.
The examinations caused to be made by the Committee shall meet
any examination requirements prescribed from time to time by
the Michigan Financial Institutions Bureau or other regulatory
authorities having jurisdiction and may be made in conjunction
with examinations of the Michigan Financial Institutions
Bureau.
(ii) Report to the Board of Directors at least once in each
calendar year the results of the examinations made and such
conclusions and recommendations as the Committee deems
appropriate.
Section 3. Other Committees. The Board of Directors may create and appoint such
other committees as it may, at any time or from time to time, find necessary or
desirable to facilitate and expedite the management and administration of the
affairs of the Bank. The Board of Directors shall have power to specify the
number of members of any such other committee, to designate the powers and
duties of any such other committee, and to provide for the tenure in office of
its members, its method of organization, and its procedure for the transaction
of business.
ARTICLE IV
6
<PAGE>
Officers
Section 1. Appointment and Titles. The officers of this Bank shall include a
Chairman of the Board and a President and may include one or more Vice Chairman
of the Board, each of whom shall be a member of the Board of Directors, and
shall further include one or more Vice Presidents, a Secretary, one or more
Assistant Secretaries, and such other officers as may be from time to time
required for the prompt and orderly transaction of its business, to be elected
by the Board of Directors. The same person may hold any two or more offices, and
in any such case, these Bylaws shall be construed and understood accordingly;
provided that the same person may not hold the offices of Chairman of the Board
and Secretary or President and Secretary. The duties and authorities of the
officers of the Bank, other than those mentioned in these Bylaws, shall be those
usually pertaining to their respective offices, or as may be designated by the
Chairman of the Board, subject to the supervision and direction of the Board of
Directors.
Section 2. Term of Office of Officer-Directors. The Chairman of the Board, the
President and any Vice Chairman of the Board shall hold office for the current
year for which the Board of Directors of which they shall be members was
elected, unless they shall resign, become disqualified, or be removed; and any
vacancy occurring in any of such offices may be filled by the remaining members
of the Board of Directors.
Section 3. Chairman of the Board and President. The Chairman of the Board shall
be the chief executive officer of the Bank, shall preside at meetings of
stockholders and directors, shall have general supervision and direction of the
business of the Bank, and perform such other duties as may be designated by the
Board of Directors. The President shall perform such duties as may be designated
by the Board of Directors and, in the event of the absence or disability of the
Chairman of the Board, shall have his powers and duties. The Vice Chairman of
the Board shall perform such duties as may be designated by the Board of
Directors.
Section 4. Officers. All other officers shall be elected to hold their
respective offices at the pleasure of the Board of Directors of the Bank, and
shall have such duties, other than those mentioned herein, as shall be
prescribed by the Board of Directors.
Section 5. Secretary. The Secretary or Assistant Secretary or other officers
designated by the Board of Directors shall be responsible for stock books and
records, and other valuables of the Bank, 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. He shall be custodian of the corporate seal, records,
documents and papers of the Bank. He shall provide for the keeping of proper
records of all transactions of the Bank. The Secretary, or Assistant Secretary
in his absence, shall have the power to sign indemnity agreements and appoint
agents by executing powers of attorney or such other similar documents deemed
necessary in the ordinary course of transacting the Bank's business. He shall
serve as Cashier, and he or his Deputy Cashiers shall have and may exercise any
and all other powers and duties pertaining by law, regulation or practice, to
the office of the Cashier, or imposed by these Bylaws. He shall also perform
such other duties as may be assigned to him, from time to time, by the Board of
Directors.
Section 6. Officers, Employees and Agents. All other officers, employees and
agents of this
7
<PAGE>
Bank shall be responsible for all such sums of money and property of every kind
as may be entrusted to their care or placed in their hands by the Board of
Directors, or otherwise come into their hands as officers, employees or agents;
and shall qualify under the bankers blanket bond covering the bank officers and
employees, approved as to type and amount from year to year by the Board of
Directors, conditioned for the honest and faithful discharge of their duties as
such officers, employees or agents, and that they will faithfully and honestly
apply and account for all sums of money and other property of this Bank that may
come into their hands as such officers, employees or agents and pay over and
deliver the same to the order of the Board of Directors, or to any other person
or persons authorized by the Board of Directors to receive the same.
ARTICLE V
Seal
The Board may adopt a seal of the Bank in any form including a raised
impression or a stamp bearing the name of the Bank and the city and state of its
principal place of business. The Secretary shall be the official custodian of
the seal and shall be responsible for the safekeeping and proper use thereof.
The seal shall not be used or affixed to any paper or document whatsoever except
by the Secretary or any Assistant Secretary, or such other officers or employees
of the Bank as may be authorized by the Secretary or any Assistant Secretary to
affix the seal.
ARTICLE VI
Execution of Instruments
Section 1. Conveyance of Real Estate. All transfers and conveyances of real
estate shall be made by the Bank, under seal, and shall be signed by the
President or any Vice President or any other officer, employee or agent of the
Bank as may be designated by the Secretary, and shall be attested by the
Secretary or any Assistant Secretary, or such other officer or employee of this
Bank as may be authorized by the Secretary to affix the seal.
Section 2. Contracts. All contracts, checks, drafts, etc., shall be signed by
the Secretary, or any officer of the rank of Vice President or higher rank, or
any other officer or employee designated by the Secretary.
Section 3. Absence of Resolution. No resolution of the Board of Directors shall
be necessary in order to authorize the execution, acknowledgement or
verification of any document by any officer who is authorized under these Bylaws
to do so, and he or she shall have full authority to act as if he or she were
duly authorized by resolution of the Board of Directors in each particular case.
8
<PAGE>
ARTICLE VII
Banking Hours
The Bank shall be open for business upon such hours of each day of the
year as the Chief Executive Officer or his delegate shall from time to time
direct and the Chief Executive Officer or his delegate may, in his discretion,
prescribe different banking hours for different classes of business and
different banking hours for one or more branch offices, than prescribed for the
principal banking office.
ARTICLE VIII
Minute Book
The organization papers of this Bank, the returns of the judges of the
elections, the proceedings of all regular and special meetings of the Board of
Directors and of the stockholders, the Bylaws and any amendments thereto, and
reports of the committees of the Board of Directors shall be recorded in the
minute book and the minutes of each meeting shall be signed by the person
presiding at such meeting and attested by the Secretary.
ARTICLE IX
Transfers of Stock
Section 1. Transfers. The stock of this Bank shall be assignable and
transferable only on the books of this Bank, subject to the restrictions and
provisions of the law; and a transfer book shall be provided in which all
assignments and transfers of stock shall be made.
Section 2. Record Date. The stock transfer books of the Bank shall not be closed
for the determination of stockholders entitled to dividends, but any dividend
can be made payable to stockholders of record on the date such dividend is
declared, or any subsequent date. The Bank shall be fully protected in giving
notices of meetings, paying dividends and doing such other things as require a
knowledge of the names of the stockholders of the Bank, in relying upon the
names of the stockholders as they appear upon the stock books of the Bank.
Section 3. Form and Issuance. Certificates of stock, bearing the manual or
facsimile signature of the Chairman of the Board, President or any Vice
President, and the Secretary, or the manual or facsimile signature of any two of
such other employees of the Bank as may be designated for such purpose from time
to time by resolution of the Board of Directors, and bearing the impressed or
facsimile seal of the Bank, may be issued to stockholders. The death,
resignation, discharge or incapacity of any person whose manual or facsimile
signature appears on any certificate, shall not affect the validity of such
certificate of stock, whether such certificate has theretofore or is thereafter
issued. All certificates of stock shall state upon the face thereof that the
stock is transferable only upon the books of the Bank; and when stock is
transferred, the certificates therefore shall be returned to the Bank, canceled,
preserved and new certificates issued.
9
<PAGE>
ARTICLE X
Proxies and Consents
Proxies to vote and written consent with respect to shares of stock of
other corporations owned by or standing in the name of the Bank may be executed
and delivered from time to time on behalf of the Bank by two officers, one of
whom shall be the Chairman, President, Executive Vice President, Senior Vice
President or a Vice President and the other of whom shall be the Secretary or an
Assistant Secretary of the Bank; or by any other person or persons duly
authorized by the Board of Directors.
ARTICLE XI
Trust Division
Section 1. Exercise of Fiduciary Powers. All fiduciary powers of the Bank shall
be exercised through the Trust Division under the supervision of the Trust
Committee, subject to the Michigan Banking Code and subject to such regulations
as the Michigan Financial Institutions Bureau shall from time to time establish.
All books and records relating to fiduciary activities shall be kept separate
and distinct from the other books and records of the Bank.
Section 2. Officer in Charge. The Trust Division shall be placed under the
management and immediate supervision of an officer in charge appointed by the
Board of Directors. The duties of such officer shall be to cause the policies
and instructions of the Board of Directors, the chief executive officer and the
Trust Committee, with respect to the fiduciary accounts entrusted to the Bank,
to be carried out, and to supervise the due performance of such accounts in
accordance with law and their terms.
Section 3. Other Officers. Any other officer specifically appointed for the
performance of fiduciary activities shall exercise such powers and perform such
duties as are prescribed by these Bylaws, or as may be assigned to them by the
Board of Directors, the chief executive officer or the officer in charge of
fiduciary activities.
Section 4. Signature and Authentication of Instruments. All instruments in which
the Bank is named as Trustee or in any other fiduciary capacity and all
authentications or certificates by the Bank as Trustee under any mortgage, deed
of trust or other instrument securing bonds, debentures, notes or other
obligations of any individual, association or corporation, and all certificates
as Registrar or Transfer Agent and all certificates of deposit for stocks and
bonds, interim certificates, trust certificates and any other certificates,
document or instrument requiring execution may be signed or countersigned in
behalf of the Bank by any Trust Officer or officer of equal or higher rank
specifically elected or appointed for the performance of fiduciary duties or the
Secretary or any officer of the rank of Vice President or higher rank or by any
other person appointed for that purpose by the Board of Directors.
10
<PAGE>
Section 5. Custody of Investments. The investments of each fiduciary account
shall be kept separate from the assets of the Bank, and shall be placed in the
joint custody or control of not less than two of the officers or employees of
the Bank designated for that purpose by the Board of Directors. All such
officers and employees shall be adequately bonded. The investments of each such
fiduciary account shall be either: kept separate from those of all other
accounts, except as provided under the regulations of the Michigan Financial
Institutions Bureau for collective investment, or adequately identified as the
property of the relevant account.
Section 6. Trust Committee. There shall be a Trust Committee which shall be
composed of not less than five (5) members of the Board of Directors, at least
three (3) of whom shall be non-officer directors, and may include one or more
officers of the Bank who are not directors, appointed by the Board of Directors
to serve during its pleasure. The Trust Committee shall have general supervision
of and shall determine the policies relating to the administration of fiduciary
relationships. It shall have general supervision of the Trust Division, the
other committees to which the exercise of fiduciary powers of the Bank are
assigned, and the investment of funds and disposition of investments held by the
Bank in a fiduciary capacity. It shall have such other powers and duties
relating to the administration of fiduciary accounts entrusted to the Bank as
may be conferred upon it from time to time by the Board of Directors. The Trust
Committee shall meet at least once a month and shall keep minutes of its
meetings showing the disposition of all matters considered and passed upon, and
shall make monthly reports to the Board of Directors. Any three (3) persons,
each of whom is a member of the Trust Committee, of whom not less than two (2)
shall be nonofficer directors, shall constitute a quorum for the transaction of
business at any meeting of the Trust Committee.
ARTICLE XII
Quorum
Except as otherwise provided by statute or in the Articles of
Incorporation or these Bylaws, a majority of all the stockholders or Directors,
as the case may be, shall be required to constitute a quorum to do business.
Should there be no quorum at any regular or special meeting of stockholders or
Directors, the stockholders or Directors present may adjourn from day to day
until a quorum is in attendance.
ARTICLE XIII
Indemnification and Insurance
The Bank shall indemnify and reimburse any director, officer, employee, or
agent to the fullest extent permitted by the laws of the State of Michigan, as
amended from time to time.
11
<PAGE>
ARTICLE XIV
Amendments to Bylaws
These Bylaws may be repealed, altered, or amended, in whole or in part, by the
vote of a majority of the Directors, at any regular or special meeting of the
Board of Directors.
=================================================================
CERTIFICATION
I, James D. Khami, Trust Officer of NBD Bank of Detroit, Michigan, certify that
the foregoing is a true and exact copy of the Articles of Incorporation and
Bylaws of NBD Bank effective January 1, 1995.
IN WITNESS WHEREOF, I have executed this certification and caused the corporate
seal of the Bank to be affixed on November 6, 1996.
/s/ James D. Khami
12
Charter No. 13671 Comptroller of the Currency District
REPORT OF CONDITION CONSOLIDATING
DOMESTIC AND FOREIGN SUBSIDIARIES OF THE
NBD BANK
in the State of Michigan, at the close of business on June 30, 1996 published
in response to call made by Comptroller of the Currency, under title 12,
United States Code, Section 161.
ASSETS
Thousands
of dollars
Cash and balances due from depository institutions
Noninterest-bearing balances and currency
and coin....................................................... 1,678,479
Interest-bearing balances...................................... 0
Securities:
Held-to-maturity securities.................................... 0
Available-for-sale securities.................................. 3,365,826
Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds sold......................................... 93,950
Securities purchased under agreements to resell............ 0
Loans and lease financing receivables:
Loans and leases, net of unearned income............ 18,532,509
LESS: Allowance for loan and lease losses........... 268,800
Loans and leases, net of unearned income and
allowance...................................................... 18,263,709
Assets held in trading accounts.................................... 86,156
Premises and fixed assets (including
capitalized leases)............................................ 342,459
Other real estate owned............................................ 15,006
Investments in unconsolidated subsidiaries and
associated companies........................................... --
Customers' liability to this bank on acceptances
outstanding.................................................... 57,654
Intangible assets.................................................. 34,155
Other assets....................................................... 708,112
----------
Total assets....................................................... 24,645,506
==========
LIABILITIES
Deposits:
In domestic offices............................................ 16,525,074
Noninterest-bearing............................. 4,716,853
Interest-bearing................................ 11,808,221
In foreign offices, Edge and Agreement
subsidiaries, and IBFs......................................... 292,136
Noninterest-bearing............................. 0
Interest-bearing................................ 292,136
Federal funds purchased and securities sold
under agreements to repurchase in domestic
offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds purchased.................................... 885,023
Securities sold under agreements to repurchase............. 29,523
Demand notes issued to the U.S. Treasury........................... 308,535
Trading liabilities................................................ 44,815
Other borrowed money:
With remaining maturity of one year or less................ 2,611,165
With remaining maturity of more than one year.............. 402,706
Mortgage indebtedness and obligations
under capitalized leases....................................... 13,232
Bank's liability on acceptances executed and
outstanding.................................................... 57,654
Notes and debentures subordinated to
deposits....................................................... 700,000
Other liabilities.................................................. 414,800
----------
Total liabilities.................................................. 22,284,663
----------
EQUITY CAPITAL
Common stock....................................................... 111,858
Surplus............................................................ 639,526
Undivided profits and capital reserves............................. 1,596,953
Net unrealized holding gains (losses) on
available-for-sale securities.................................. 12,503
Cumulative foreign currency translation
adjustments.................................................... 3
----------
Total equity capital............................................... 2,360,843
----------
Total liabilities and equity capital............................... 24,645,506
==========
I, Jason N. Hansen, Vice President of the above-named bank do hereby declare
that this Report of Condition is true and correct to the best of my knowledge
and belief.
JASON N. HANSEN
July 25, 1996
We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
THOMAS H. JEFFS II
JOSEPH L. HUDSON, JR.
PETER W. STROH
Directors
<PAGE>
