EXHIBIT 25A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
UMB BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
44-0201230
(I.R.S. Employer
Identification No.)
1010 Grand Blvd., Kansas City, Missouri.....................64106
(Address of principal executive offices) (Zip Code)
FARMLAND INDUSTRIES, INC.
(Exact name of obligor as specified in its charter)
KANSAS 42-0209330
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification No.)
12200 N. Ambassador Drive
Kansas City, Missouri 64163
(Address of principal executive offices) (Zip Code)
DEMAND LOAN CERTIFICATES
Dated: November 20, 1981
(Title of the indenture securities)
Item 1.General Information
(a) Name and address of each examining or supervising authority to which the
Trustee is subject is as follows:
The Comptroller of the Currency Mid-Western District 2345 Grand Avenue,
Suite 700 Kansas City, Missouri 64108
Federal Reserve Bank of Kansas City
Federal Reserve P.O. Station
Kansas City, Missouri 64198
Supervising Examiner
Federal Deposit Insurance Corporation
720 Olive Street, Suite 2909
St. Louis, Missouri 63101
(b) The Trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with obligor and underwriters. The Obligor is not
affiliated with the Trustee. No person, who is not an affiliate of
the Obligor, has served as an underwriter for the Obligor.
Item 3. Voting securities of the Trustee.
The following information as to each class of voting securities
of the Trustee is furnished as December 1999:
Column A Column B
Title of Amount
Class Outstanding
Common 660,000
Item 4. Trusteeships under other indentures. The Trustee is not a trustee
under another indenture under which any other securities, or
certificates of interest or participation in other securities, of the
Obligor are outstanding.
Item 5. Interlocking directorates and similar relationships with the
obligor or underwriters. Neither the Trustee nor any of its directors
or officers is a director, officer, partner, employee, appointee, or
representative of the Obligor. No person, who is not an affiliate of
the Obligor, has served as an underwriter for the Obligor.
Item 6. Voting securities of the trustee owned by the obligor or its
officials.
No voting securities of the Trustee are owned beneficially by the Obligor
or its directors and executive officers as of October 11, 2001.
Item 7. Voting securities of the trustee owned by underwriters or their
officials. Not applicable
Item 8. Securities of the obligor owned or held by the trustee. No
securities of Obligor are owned beneficially or held as collateral
security for obligations in default by the Trustee as of October 11,
2001.
Item 9. Securities of the underwriters owned or held by the trustee.
Not applicable
Item 10. Ownership or holdings by the trustee of voting
securities of certain affiliates or security holders of the
obligor.
The Trustee neither owns beneficially nor holds as collateral
security for obligations in default any voting securities of a
person who, to the knowledge of the Trustee, (1) owns 10 percent
or more of the voting securities of the Obligor, or (2) is an
affiliate, other than a subsidiary of Obligor, as October 11,
2001.
Item 11. Ownership or holdings by the trustee of any securities
of a person owning 50 percent or more of the voting
securities of the obligor.
The Trustee neither owns beneficially nor holds as collateral
security for obligations in default any securities of a person
who, to the knowledge of the Trustee, owns 50 percent or more of
the voting shares of the Obligor as of October 11, 2001.
Item 12. Indebtedness of the Obligor to the Trustee.
None
Item 13. Defaults of the Obligor.
There has been no default with respect to the securities under this
Indenture.
Item 14. Affiliations with the Underwriters.
Not Applicable
Item 15. Foreign Trustee.
Not Applicable
Item 16. List of exhibits.
Listed below are all exhibits filed as a part of this statement of
eligibility and qualification.
Exhibit No. Exhibit
1. Articles of Association of the Trustee, as now in effect.
2. Certificate of Authority from the Comptroller of the
Currency evidencing a change of the corporate title of the
Association. Incorporated by Reference - In the Statement of
Eligibility and Qualification of United Missouri Bank,
National Association, as Trustee, Form T-1 #22-21530, Filed
on FORM SE dated December 19, 1991.
3. Certificate from the Comptroller of the Currency evidencing
authority to exercise corporate trust powers and a letter
evidencing a change of the corporate title of the
Association. Incorporated by Reference - In the Statement of
Eligibility and Qualification of United Missouri Bank,
National Association, as Trustee, Form T-1 #22-21530, Filed
on FORM SE dated December 19, 1991.
4. Bylaws, as amended, of the Trustee.
5. N/A
6. Consent of the Trustee required by Section 321 (b) of the
Act.
7. Report of Condition of the Trustee as of June 30, 2001.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939,
the Trustee, UMB Bank, National Association, a national bank
organized and 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 Kansas City, and State of
Missouri, on the 11th day of October, 2001.
UMB BANK, NATIONAL ASSOCIATION
BY: ________________________________________
Frank C. Bramwell, Senior Vice President
T-1 Exhibit 6
Consent of Trustee
Pursuant to Section 321(B) of the Trust Indenture Act of 1939,
UMB Bank, National Association, a national bank organized under
the laws of the United States, hereby consents that reports of
examinations by the Comptroller of the Currency, of the Federal
Deposit Insurance Corporation, and any other federal, state,
territorial or district authorities may be furnished by such
authorities to the Securities and Exchange Commission upon
request therefor.
UMB BANK, NATIONAL ASSOCIATION
By:
Frank C. Bramwell, Senior Vice President
Date: October 11, 2001
UMB BANK, NATIONAL ASSOCIATION
RESTATED ARTICLES OF ASSOCIATION
FIRST: The title of this Association shall be "UMB Bank, National
Association" (amended as of October 1, 1994).
SECOND: The main office shall be in the City of Kansas City,
County of Jackson, State of Missouri. The general business of
this Association, and its operations of discount and deposit,
shall be conducted at its main office.
THIRD: The Board of Directors of this Association shall consist
of not less than five nor more than twenty-five shareholders, the
exact number of Directors within such minimum and maximum limits
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. Unless
otherwise provided by the laws of the United States, any vacancy
in the Board of Directors for any reason, including an increase
in the number thereof, may be filled by action of the Board of
Directors.
FOURTH: The regular annual meeting of the shareholders for the
election of directors and the transaction of whatever other
business which may be brought before said meeting shall be held
at the main office, or at such other place as the Board of
Directors may designate, on the day of each year specified
therefor in the By-Laws of the Association, but if no election be
held on that day it may be held on any subsequent day according
to the provisions of law.
FIFTH: The amount of authorized capital stock of this Association
shall be Sixteen Million Five Hundred Thousand Dollars
($16,500,000), divided into 660,000 shares of common stock of the
par value of Twenty-Five Dollars ($25) each; but said capital
stock may be increased or decreased from time to time in
accordance with the provisions of the laws of the United States.
If the capital stock is increased by the sale of additional
shares thereof, each shareholder shall be entitled to subscribe
for such additional shares in proportion to the number of shares
of said capital stock owned by him at the time the increase is
authorized by the shareholders, unless another time subsequent to
the date of the shareholders' meeting is specified in a
resolution adopted by the shareholders at the time the increase
is authorized. The Board of Directors shall have the power to
prescribe a reasonable period of time within which the
pre-emptive rights to subscribe to the new shares of capital
stock must be exercised.
If the capital stock is increased by a stock dividend, each
shareholder shall be entitled to his proportion of the amount of
such increase in accordance with the number of shares of capital
stock owned by him at the time the increase is authorized by the
shareholders, unless another time subsequent to the date of the
shareholders' meeting is specified in a resolution adopted by the
shareholders at the time the increase is authorized.
SIXTH: The Board of Directors shall appoint one of its members to
be President of this Association. The Board of Directors may
appoint one of its members to be Chairman of the Board, who shall
perform such duties as the Board of Directors may designate.
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 the Association.
The Board of Directors shall have the power to define the duties
of the officers and employees of the Association; to fix the
salaries to be paid to them; to dismiss them; to require bonds
from them and to fix the penalty thereof; to regulate the manner
in which any increase in the capital of the Association shall be
made; to manage and administer the business and affairs of the
Association; to make all By-Laws that it may be lawful for them
to make; and generally to do and perform all acts that it may be
legal for the Board of Directors to do and perform.
The Board of Directors, without the approval of the shareholders,
but subject to the approval of the Comptroller of the Currency,
shall have the power to change the location of the main office of
the Association to any other place within the limits of Kansas
City, Missouri and to establish or change the location of any
branch or branches to any other location permitted under
applicable law.
SEVENTH: The corporate existence of this Association shall
continue until terminated in accordance with the laws of the
United States.
EIGHTH: The Board of Directors of this Association, or any three
or more shareholders owning, in the aggregate, not less than ten
percentum (10%) of the stock of this Association, may call a
special meeting of the shareholders at any time; provided,
however, that unless otherwise provided by law, not less than ten
(10) days prior to the date fixed for any such meeting, a notice
of the time, place and purpose of the meeting shall be given by
first class mail, postage prepaid, to all shareholders of record
at their respective addresses as shown upon the books of the
Association.
Subject to the provisions of the laws of the United States, these
Articles of Association may be amended at any meeting of the
shareholders, for which adequate notice has been given, by the
affirmative vote of the owners of two-thirds of the stock of this
Association, voting in person or by proxy.
NINTH: Any person, his heirs, executors, or administrators, may
be indemnified or reimbursed by the Association for reasonable
expenses actually incurred in connection with any action, suit,
or proceeding, civil or criminal, to which he or they shall be
made a party by reason of his being or having been a director,
officer, or employee of the Association or any firm, corporation,
or organization which he served in any capacity at the request of
the Association; provided, however, that no person shall be so
indemnified or reimbursed in relation to any matter in such
action, suit, or proceeding as to which he shall finally be
adjudged to have been guilty of or liable for gross negligence or
willful misconduct or criminal acts in the performance of his
duties to the Association; and, provided further, that no person
shall be so indemnified or reimbursed in relation to any matter
in such action, suit, or proceeding which has been made the
subject of a compromise settlement except with the approval of a
court of competent jurisdiction, or the holders of record of a
majority of the outstanding shares of the Association, or the
Board of Directors, acting by vote of directors not parties to
the same or substantially the same action, suit, or proceeding,
constituting a majority of the whole number of the directors. The
foregoing right of indemnification or reimbursement shall not be
exclusive of other rights to which such person, his heirs,
executors, or administrators, may be entitled as a matter of law.
T-1 Exhibit 2
Certificate, dated January 10th, 1934, of the Office of
Comptroller of the Currency authorizing the City National Bank
and Trust Company of Kansas City to Commence the business of
Banking.
C E R T I F I C A T E
For and on behalf of UMB Bank, National Association, a national
banking association organized under the laws of the United States
of America (formerly named The City National Bank and Trust
Company of Kansas City and the United Missouri Bank of Kansas
City, National Association and United Missouri Bank, National
Association), the undersigned, R. William Bloemker, Assistant
Secretary of said Association, hereby certifies that attached
hereto are the following:
1) A true and correct copy of the certificate of the
Comptroller of the Currency, dated December 19,
1972, evidencing a change in corporate title from
The City National Bank and Trust Company of Kansas
City to United Missouri Bank of Kansas City,
National Association;
2) A true and correct copy of the letter of
authorization from the Comptroller of the Currency,
dated April 9, 1991, authorizing the Association to
adopt the name United Missouri Bank, National
Association; and
3) Certified Resolution evidencing recordation of
change of the name of the Association to UMB Bank,
National Association.
Certified under the corporate seal of said Association this 11th day of
October, 2001.
Assistant Secretary
Certificate, dated December 19, 1972, of the Comptroller of the
Currency evidencing change in corporate title from the City National Bank
and Trust Company of Kansas City to United Missouri Bank of Kansas City,
National Association.
Letter, dated April 9, 1991, from the Comptroller of the currency,
authorizing the Association to adopt the name United Missouri Bank,
National Association.
CERTIFIED RESOLUTION
I hereby certify that the following is an excerpt from a letter dated
October 3, 1994 from the Office of the Comptroller of the Currency (OCC)
confirming the Bank's change of name:
The OCC has recorded that as of October 1, 1994, the title of United
Missouri Bank, National Association, Charter No. 13936, was changed to "UMB
Bank, National Association."
Assistant Secretary
[SEAL]
T-l Exhibit 3
C E R T I F I C A T E
For and on behalf of UMB Bank, National Association, a national
banking association under the laws of the United States of America, the
undersigned, R. William Bloemker, Assistant Secretary of said Association,
hereby certifies that the attached document is a true and correct copy of
the certificate issued by the Comptroller of the Currency of the United
States evidencing its authority to exercise fiduciary powers under the
statutes of the United States.
Certified under the corporate seal of said Association this 11th day
of October, 2001.
Assistant Secretary
Certificate, dated December 31, 1972, of the Comptroller of the
Currency evidencing the authority of the Association to exercise fiduciary
powers under the statutes of the United States.
T-l Exhibit No. 4
TO WHOM IT MAY CONCERN
The attached ByLaws are the ByLaws for the UMB Bank, National
Association and are current as of this date.
Assistant Secretary
October 11, 2001
[SEAL]
UMB BANK, NATIONAL ASSOCIATION BY-LAWS
ARTICLE I
Meetings of Shareholders
Section 1.1 - Where Held. All meetings of shareholders of this
Association shall be held at its main banking house in Kansas City, Jackson
County, Missouri, or at such other place as the Board of Directors may from
time to time designate.
Section 1.2 - Annual Meeting. The annual meeting of shareholders shall
be held at 11 o'clock in the forenoon, or at such other time as shall be
stated in the notice thereof, on the third Wednesday of January in each
year or, if that day be a legal holiday, on the next succeeding banking
day, for the purpose of electing a Board of Directors and transacting such
other business as may properly come before the meeting.
Section 1.3 - Special Meetings. Except as otherwise provided by law,
special meetings of 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 (10%) of the
outstanding stock in the Association.
Section 1.4 - Notice of Meetings. Written notice of the time, place,
and purpose of any meeting of shareholders shall be given to each
shareholder (a) by delivering a copy thereof in person to the shareholder,
or (b) by depositing a copy thereof in the U.S. mails, postage prepaid,
addressed to the shareholder at his address appearing on the books of the
Association, in either case at least ten (10) days prior to the date fixed
for the meeting.
Section 1.5 - Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum for the
transaction of business at any meeting or shareholders, unless otherwise
provided by law. 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.
Section 1.6 - Adjournment. Any meeting of shareholders may, by
majority vote of the shares represented at such meeting, in person or by
proxy, though less than a quorum, be adjourned from day to day or from time
to time, not exceeding, in the case of elections of directors, sixty (60)
days from such adjournment, without further notice, until a quorum shall
attend or the business thereof shall be completed. At any such adjourned
meeting, any business may be transacted which might have been transacted at
the meeting as originally called.
Section 1.7 - Voting. Each shareholder shall be entitled to one (1)
vote on each share of stock held, except that in the election of directors
each shareholder shall have the right to cast as many votes, in the
aggregate, as shall equal the number of shares owned by him, multiplied by
the number of directors to be elected, and said votes may be cast for one
director or distributed among two (2) or more candidates. Voting may be in
person or by proxy, but no officer or employee of this Association shall
act as proxy. Authority to vote by proxy shall be by written instrument,
dated and filed with the records of the meeting, and shall be valid only
for one meeting, to be specified therein, and any adjournments of such
meeting.
ARTICLE II
Directors
Section 2.1 - Number and Qualifications. The Board of Directors
(hereinafter sometimes referred to as the "Board") shall consist of not
less than five (5) nor more than twenty-five (25) shareholders, the exact
number, within such limits, 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 meeting thereof; provided, however, that a majority
of the full Board of Directors shall not increase the number of directors
to a number which: (a) exceeds by more than two (2) the number of directors
last elected by shareholders where such number was fifteen (15) or less; or
(b) exceeds by more than four (4) the number of directors last elected by
shareholders where such number was sixteen (16) or more. No person who has
attained the age of seventy (70) shall be eligible for election to the
Board of Directors unless such person is actively engaged in business at
the time of his election, but any person not so disqualified at the time of
his election as a director shall be entitled to serve until the end of his
term. All directors shall hold office for one (1) year and until their
successors are elected and qualified.
Section 2.2 - Advisory Directors. The Board of Directors may appoint
Advisory Directors, chosen from former directors of the Association or such
other persons as the Board shall select. The Advisory Directors shall meet
with the Board at all regular and special meetings of the Board and may
participate in such meetings but shall have no vote. They shall perform
such other advisory functions and shall render such services as may from
time to time be directed by the Board.
Section 2.3 - Powers. The Board shall 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. It may not delegate responsibility for its duties
to others, but may assign the authority and responsibility for various
functions to such directors, committees and officers or other employees as
it shall see fit.
Section 2.4 - Vacancies. In case of vacancy occurring on the Board
through death, resignation, disqualification, disability or any other
cause, such vacancy may be filled at any regular or special meeting of the
Board by vote of a majority of the surviving or remaining directors then in
office. Any director elected to fill a vacancy shall hold office for the
unexpired term of the director whose place was vacated and until the
election and qualification of his successor.
Section 2.5 - Organization Meeting. Following the annual meeting
of shareholders, the Corporate Secretary shall notify the directors
elect of their election and of the time and place of the next regular
meeting of the Board, at which the new Board will be organized and the
members of the Board will take the oath required by law, after which
the Board will appoint committees and the executive officers of the
Association, and transact such other business as may properly come
before the meeting; provided, however, that if the organization
meeting of the Board shall be held immediately following the annual
meeting of shareholders, no notice thereof shall be required except an
announcement thereof at the meeting of directors.
Section 2.6 - Regular Meetings. The regular meetings of the Board
of Directors shall be held, without notice except as provided for the
organization meeting, on the third Wednesday of each month at the main
banking house in Kansas City, Jackson County, Missouri. When any
regular meeting of the Board falls upon a holiday, the meeting shall
be held on the next banking day, unless the Board shall designate some
other day. A regular monthly meeting of the Board may, by action of
the Board at its preceding meeting, be postponed to a later day in the
same month.
Section 2.7 - Special Meetings. Special meetings of the Board may
be called by the Corporate Secretary on direction of the President or
of the Chairman of the Board, or at the request of three (3) or more
directors. Each member of the Board shall be given notice, by
telegram, letter, or in person, stating the time, place and purpose of
such meeting.
Section 2.8 - Quorum. Except when otherwise provided by law, a
majority of the directors shall constitute a quorum for the
transaction of business at any meeting, but a lesser number may
adjourn any meeting, from time to time, and the meeting may be held,
as adjourned, without further notice.
Section 2.9 - Voting. A majority of the directors present and
voting at any meeting of the Board shall decide each matter
considered. A director may not vote by proxy.
Section 2.10 - Compensation of Directors. The compensation to be
paid the directors of the Association for their services shall be
determined from time to time by the Board.
ARTICLE III
Committees Appointed by the Board
Section 3.1 - Standing Committees. The standing committees of
this Association shall be the Management Committee, Executive
Committee, the Officers' Salary Committee, the Discount Committee, the
Bond Investment Committee, the Trust Policy Committee, the Bank
Examining Committee and the Trust Auditing Committee. The members of
the standing committees shall be appointed annually by the Board of
Directors at its organization meeting, or, on notice, at any
subsequent meeting of the Board, to serve until their respective
successors shall have been appointed. The President and the Chairman
of the Board shall be, ex officio, members of all standing committees
except the Bank Examining Committee and the Trust Auditing Committee.
Each standing committee shall keep minutes of its meetings, showing
the action taken on all matters considered. A report of all action so
taken shall be made to the Board, and a copy of such minutes shall be
available for examination by members of the Board.
Section 3.2 - Management Committee. The Management Committee
shall consist of such executive officers of the Association as shall
be designated by the Board. One of the members of the Committee shall
be designated by the Board as Chairman. The Committee may adopt
policies (not inconsistent with policies and delegations of authority
prescribed by these By-Laws or by the Board) with respect to the
executive and administrative functions of the Association, and in
general, it shall coordinate the performance of such functions in and
among the various departments of the Association, assisting and
advising the executive officers or department heads upon matters
referred to it by such officers or department heads. The Committee
shall make reports and recommendations to the Board upon such policies
or other matters as it deems advisable or as may be referred to it by
the Board, and shall have such other powers and duties as may be
delegated or assigned to it by the Board from time to time. The
secretary of the Committee may be designated by the Board, or, in
default thereof, by the Committee, and may but need not be a member
thereof.
Section 3.3 - Executive Committee. The Executive Committee shall
consist of such executive officers of the Association as shall be
designated by the Board. One of the members of the Committee shall be
designated by the Board as Chairman. The Committee shall carry out
such responsibilities and duties as the Management Committee shall
delegate to it, from time to time.
Section 3.4 - Officers' Salary Committee. The Officers' Salary
Committee shall consist of such directors and officers of the
Association as may be designated by the Board. It shall study and
consider the compensation to be paid to officers of the Association
and shall make recommendations to the Board with respect thereto and
with respect to such other matters as may be referred to it by the
Board.
Section 3.5 - Discount Committee. The Discount Committee shall
consist of such directors and officers as shall be designated by the
Board of Directors. It shall have the power to discount and purchase
bills, notes and other evidences of debt; to buy and sell bills of
exchange; to examine and approve loans and discounts; and to exercise
authority regarding loans and discounts held by the Association. At
each regular meeting of the Board, the Board shall approve or
disapprove the report filed with it by the Discount Committee and
record its actions in the minutes of its meeting. The powers and
authority conferred upon the Discount Committee by this Section may,
with the approval of the Board of Directors, be assigned or delegated
by it, to officers of the Association, subject to such limits and
controls as the Committee may deem advisable.
Section 3.6 - Bond Investment Committee. The Bond Investment
Committee shall consist of such directors and officers as shall be
designated by the Board of Directors. It shall have power to buy and
sell bonds, to examine and approve the purchase and sale of bonds, and
to exercise authority regarding bonds held by the Association. At each
regular meeting of the Board, the Board shall approve or disapprove
the report filed with it by the Bond Investment Committee and record
its action in the minutes of its meeting.
Section 3.7 - Trust Policy Committee. The Trust Policy Committee
shall consist of such directors and officers of the Association as
shall be designated by the Board of Directors. Such committee shall
have and exercise such of the Bank's fiduciary powers as may be
assigned to it by the Board, with power to further assign, subject to
its control, the exercise of such powers to other committees, officers
and employees. The action of the Trust Policy Committee shall, at all
times, be subject to control by the Board.
Section 3.8 - Bank Examining Committee. The Bank Examining
Committee shall consist of such directors of the Association as shall
be designated by the Board, none of whom shall be an active officer of
the Association. It shall make suitable examinations at least once
during each period of twelve (12) months of the affairs of the
Association or cause a suitable audit to be made by auditors
responsible only to the Board of Directors. The result of such
examinations shall be reported in writing, to the Board at the next
regular meeting thereafter and shall state whether the Association is
in a sound and solvent condition, whether adequate internal controls
and procedures are being maintained, and shall recommend to the Board
such changes as the Committee shall deem advisable. The Bank Examining
Committee, with the approval of the Board of Directors, may employ a
qualified firm of certified public accountants to make an examination
and audit of the Association. If such a procedure is followed, the
annual examination of directors, will be deemed sufficient to comply
with the requirements of this section of the By-Laws.
Section 3.9 - Trust Auditing Committee. The Trust Auditing
Committee shall consist of such directors of the Association as shall
be designated by the Board, none of whom shall be an active officer of
the Association. At least once during each calendar year, and within
fifteen (15) months of the last such audit, the Trust Auditing
Committee shall make suitable audits of the Trust Departments or cause
suitable audit to be made by auditors responsible only to the Board of
Directors, and t such time shall ascertain whether the Departments
have been administered in accordance with law, the Regulations of the
Comptroller and sound fiduciary practices. As an alternative, in lieu
of such periodic audits, the Board may elect to adopt an adequate
continuous audit system.
Section 3.10 - Other Committees. The Board may appoint, from time
to time, from its own members or from officers of the Association, or
both, other committees of one or more persons for such purposes and
with such powers as the Board may determine.
Section 3.11 - Compensation of Committee Members. The Board shall
determine the compensation to be paid to each member of any committee
appointed by it for services on such committee, but no such
compensation shall be paid to any committee member who shall at the
time be receiving a salary from the Association as an officer thereof.
ARTICLE IV
Officers and Employees
Section 4.1 - Chairman of the Board. The Board of Directors shall
appoint one of its members (who may, but need not, be President of the
Association) as Chairman of the Board. He shall preside at all meeting
of the Board of Directors and shall have general executive powers and
such further powers and duties as from time to time may be conferred
upon, or assigned to, him by the Board of Directors. He shall be, ex
officio, a member of all standing committees except the Bank Examining
Committee and the Trust Auditing Committee.
Section 4.2 - President. The Board of Directors shall appoint one
of its members to be the President of this Association. The President
shall be the chief executive officer of the Association, except as the
Board of Directors may otherwise provide, and shall have and may
exercise any and all other powers and duties pertaining to such
office. He shall also have and may exercise such further powers and
duties as from time to time may be conferred upon, or assigned to, him
by the Board of Directors. He shall be, ex officio, a member of all
standing committees except the Bank Examining Committee and the Trust
Auditing Committee.
Section 4.3 - Chairman of the Executive Committee. The Board of
Directors may appoint a Chairman of the Executive Committee, who shall
have general executive powers and shall have and may exercise such
further powers and duties as from time to time may be conferred upon,
or assigned to, him by the Board of Directors.
Section 4.4 - Vice Presidents. The Board of Directors shall
appoint one or more Vice Presidents. Each Vice President shall have
such powers and duties as may be assigned to him by the Board and may
be given such descriptive or functional titles as the Board may
designate.
Section 4.5 - Trust Officers. The Board of Directors shall
appoint one or more Trust Officers. Each Trust Officer shall have such
powers and duties as may be assigned to him by the Board of Directors
in accordance with the provisions of Article V. The Trust Officers may
be given such descriptive or functional titles as the Board may
designate.
Section 4.6 - Corporate Secretary. The Board of Directors shall
appoint a Corporate Secretary. The Corporate Secretary shall be
responsible for the minutes book of the Association, in which he shall
maintain and preserve the organization papers of the Association, the
Articles of Association, the By-Laws, minutes of regular and special
meetings of the shareholders and of the Board of Directors, and
reports by officers and committees of the Association to the
shareholders and to the Board of Directors. He shall attend all
meetings of the shareholders and of the Board of Directors and shall
act as the clerk of such meetings and shall prepare and sign the
minutes of such meetings. He shall have custody of the corporate seal
of the Association and of the stock transfer books, except as given to
the Comptroller's Department or the Corporate Trust Department to act
as transfer agent and registrar of the Association's capital stock,
and of such other documents and records as the Board of Directors
shall entrust to him. The Secretary shall give such notice of meetings
of the shareholders and of the Board of Directors as is required by
law, the Articles of the Association and the By-Laws. In addition, he
shall perform such other duties as may be assigned to him from time to
time by the Board of Directors. The Assistant Secretaries shall render
the Corporate Secretary such assistance as he shall require in the
performance of his office. During his absence or inability to act, the
Assistant Secretaries shall be vested with the powers and perform the
duties of the Corporate Secretary.
Section 4.7 - Cashier. The Board of Directors may appoint a
Cashier. He shall have such powers and shall perform such duties as
may be assigned to him by resolution of the Board of Directors.
Section 4.8 - Comptroller. The Board of Directors shall appoint a
Comptroller. The Comptroller shall institute and maintain the
accounting policies and practices established by the Board of
Directors. He shall maintain, or cause to be maintained, adequate
records of all transactions of the Association. He shall be
responsible for the preparation of reports and returns to taxing and
regulatory authorities, and at meetings of the Board of Directors
shall furnish true and correct statements of condition and statements
of operations of the Association and such further information and
data, and analyses thereof, as the Board of Directors may require. He
shall have custody of the Association's insurance policies. In
addition, the Comptroller shall perform such other duties as may be
assigned to him, from time to time by the Board of Directors. The
Assistant Comptroller(s) shall render the Comptroller such assistance
as he shall require in the performance of the duties of his office
and, during his absence or inability to act, the Assistant
Comptroller(s), in the order designated by the Board of Directors,
shall be vested with the powers and perform the duties of the
Comptroller.
Section 4.9 - Auditor. The Board of Directors shall appoint an
Auditor of the Association. He shall see that adequate audits of the
Association are currently and regularly made and that adequate audit
systems and controls are established and maintained. He shall examine
each department and activity of the Association and may inquire into
transactions affecting the Association involving any officer or
employee thereof. The Board, however, may, in lieu of appointing an
Auditor, assign the duties thereof to the Auditor of the parent
company of the Association.
Section 4.10 - Other Officers. The Board of Directors may appoint
one or more Assistant Vice Presidents, one or more Assistan Trust
Officers, one or more Assistant Secretaries, one or more Assistant
Cashiers, and such other officers and Attorneys-In-Fact as from time
to time may appear to the Board of Directors to be required or
desirable to transact the business of the Association. The power to
appoint such assistant or the additional officers may be delegated to
the Chairman of the Board or the President, or to such other executive
officer or officers as the Board may designate, but the power to
appoint any officer of the Audit Department or any Assistant Secretary
may not be so delegated. Any officer and Attorney-In-Fact appointed as
herein provided shall exercise such powers and perform such duties as
pertain to his office or as may be conferred upon or assigned to him
by the Board of Directors of by the officer authorized to make such
appointment.
Section 4.11 - Tenure of Office. The Chairman of the Board and
the President shall hold office for the current year for which Board
of Directors of which they are members was elected, unless either of
them shall resign, become disqualified or be removed, and any vacancy
occurring in either of such offices shall be filled promptly by the
Board of Directors. All other officers of the Association shall serve
at the pleasure of the Board of Directors.
Section 4.12 - Compensation of Officers. The compensation of the
officers of the Association shall be fixed and may be altered, from
time to time, by the Board of Directors or, in the case of officers
appointed by another officer, as authorized by Section 4.10 of this
Article, by the officer or officers making such appointment, subject
to the supervisory control of, and in accordance with the policies
established by, the Board.
Section 4.13 - Combining Offices. The Board of Directors, in its
discretion, may combine two or more offices and direct that they be
filled by the same individual, except that (a) the office of Corporate
Secretary shall not be combined with that of the Chairman of the Board
or of the President and (b) the office of Auditor shall not
be combined with any other office.
Section 4.14 - Succession. During the absence of the Chairman of
the Board, or such other officer designated as Chief Executive
Officer, all of the duties pertaining to his office under these
By-Laws and the resolutions of the Board of Directors shall, subject
to the supervisory control of the Board, devolve upon, and be
performed by, the officers, successively, who are next in the order of
authority as established by the Board of Directors from time to time,
or, in the absence of an order of authority so established, in the
order of Chairman of the Board, President and Chairman of the
Executive Committee as may be applicable in the particular case.
Section 4.15 - Clerks and Agents. Any one of the Chairman of the
Board, President or Chairman of the Executive Committee, or any
officer of the Association authorized by them, may appoint and dismiss
all or any clerks, agents and employees and prescribe their duties and
the conditions of their employment, and from time to time fix their
compensation.
Section 4.16 - Requiring Bond. The Board of Directors shall
require such officers and employees of the Association as it shall
designate to give bond, of suitable amount, with security to be
approved by the Board, conditioned for the honest and faithful
discharge by each such officer or employee of his respective duties.
In the discretion of the Board, such bonds may be in blanket form and
the premiums may be paid by the Association. The amount of such bonds,
form of coverage, and the company acting as surety therefor, shall be
reviewed by the Board of Directors each year.
ARTICLE V
Administration of Trust Powers
Section 5.1 - Trust Department. Organization. There shall be one
or more departments of the Association which shall perform the
fiduciary responsibilities of the Association.
Section 5.2 - Management of Department. The Board of Directors
shall be responsible for the management and administration of the
Trust Department or Departments, but is may assign or delegate such of
its powers and authority to the Trust Policy Committee and to such
other committees and officers of the Association as it may deem
advisable.
Section 5.3 - Department Heads. The Board of Directors shall
designate one of the Trust Officers as the chief executive of each
Trust Department. His duties shall be to manage, supervise and direct
all activities of such Department, subject to such supervision as may
be vested in the Trust Policy and other committees. He shall do, or
cause to be done, all things necessary or proper in carrying on the
business of such Department in accordance with provisions of law,
applicable regulations and policies established by authority of the
Board. He shall act pursuant to opinions of counsel where such opinion
is deemed necessary. He shall be responsible for all assets and
documents held by the Association in connection with fiduciary
matters, in such Department, except as otherwise provided in this
Article V.
Section 5.4 - Custody of Securities. The Board of Directors shall
designate two or more officers or employees of the Association to have
joint custody of the investments of each trust account administered by
the Trust Department or Departments.
Section 5.5 - Trust Department Files. There shall be maintained
in each Trust Department files containing all fiduciary records
necessary to assure that it fiduciary responsibilities have been
properly undertaken and discharged.
Section 5.6 - Trust Investments. Funds held in a fiduciary
capacity shall be invested in accordance with the instrument
establishing the fiduciary relationship and governing law. Where such
instrument does not specify the character and class of investments to
be made and does not vest in the Association a discretion in the
matter, funds held pursuant to such instrument shall be invested in
investments in which corporate fiduciaries may invest under the laws
of the State of Missouri and the decisions of its courts.
ARTICLE VI
Stock and Stock Certificates
Section 6.1 - Transfers. Shares of the capital stock of the
Association shall be transferable only on the books of the
Association, and a transfer book shall be kept in which all transfers
of stock shall be recorded.
Section 6.2 - Stock Certificates. Certificates of stock shall
bear the signatures of (i) the Chairman of the Board, the President or
any Vice President, and (ii) the Secretary, Cashier, any Assistant
Secretary, or any other officer appointed by the Board of Directors
for that purpose; and the seal of the Association shall be impressed,
engraved, or printed thereon. Such signatures may be manual or
engraved, printed or otherwise impressed by facsimile process; but if
both of the required signatures are by facsimile then such
certificates shall be manually countersigned by the person or persons
thereunto authorized by the Board of Directors. Certificates bearing
the facsimile signature of an authorized officer may be validly issued
even though the person so named shall have ceased to hold such office
at the time of issuance. Each certificate shall recite on its face
that the stock represented thereby is transferable only upon the books
of the Association upon the surrender of such certificate properly
endorsed.
Section 6.3 - Closing Transfer Books or Fixing Record Date. The
Board of Directors shall have power to close the transfer books of the
Association for a period not exceeding thirty (30) days preceding the
date of any meeting of shareholders, or the date of payment of any
dividend, or the date of allotment of rights, or the date when any
change or conversion of exchange of shares shall go into effect;
provided, however, that in lieu of closing the said transfer books,
the Board of Directors may fix, in advance, a date, not exceeding
thirty (30) days preceding the date of any such event, as record date
for the determination of the shareholders entitled to notice of, and
to vote at, any such meeting (and any adjournment thereof), or
entitled to receive payment of any such dividend or allotment of such
rights, or to exercise rights in respect of any such change,
conversion or exchange of shares, and in such case, only such
shareholders as shall be shareholders of record at the close of
business on the date of closing the transfer books or on the record
date so fixed shall be entitled to notice of, and to vote at, such
meeting (and any adjournment thereof), or to receive payment of such
dividend or allotment of such rights, or to exercise such rights, as
the case may be.
ARTICLE VII
Corporate Seal
Section 7.1 - Authority to Affix. The President, the Corporate
Secretary, the Cashier, and any Assistant Secretary or other officer
designated by the Board of Directors, shall have authority to affix
the corporate seal on any document requiring such seal, and to attest
the same. The 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 on
behalf of the Association by the Chairman of the Board, the President,
any Vice President, or the Cashier; and, if in connection with the
exercise of fiduciary owers of the Association, by any of said
officers or by any authorized officer of the Trust Department or
Departments. Any such instruments may also be executed, acknowledged,
verified, delivered, or accepted on 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 are
supplementary to any other provisions of these By-Laws.
Section 8.3 - Banking Hours. The Association shall be open for
business on such days and during such hours as may be prescribed by
resolution of the Board of Directors. Unless and until the Directors
shall prescribe other and different banking hours, this Association's
main office shall be open for business from 9:30 o'clock a.m. to 2:00
o'clock p.m. of each day, except Fridays when the hours shall be from
9:30 o'clock a.m. to 6:00 o'clock p.m., and except that the
Association shall be closed on Saturdays and Sundays, and, with the
approval of the Board on days recognized by the laws of the State of
Missouri as public holiday.
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 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 by vote of a majority of the entire Board of Directors at any
meeting of the Board, provided that ten (10) days' written notice of
the proposed change has been given to each Director. No amendment may
be made unless the By-Laws, as amended, is consistent with the
requirements of the laws of the United States and with the provisions
of the Articles of the Association. A certified copy of all amendments
to the By-Laws shall be forwarded to the Comptroller of the Currency
immediately after adoption.
10-1-94
T-l Exhibit 6
Consent of Trustee
Pursuant to Section 32l(b) of the Trust Indenture Act of l939,
UMB Bank, National Association, a national bank organized under the
laws of the United States, hereby consents that reports of
examinations by the Comptroller of the Currency, of the Federal
Deposit Insurance Corporation, and any other federal, state,
territorial or district authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request
therefor.
UMB BANK, NATIONAL ASSOCIATION
BY:
Frank C. Bramwell, Senior Vice President
Date: October 11, 2001
T-1 Exhibit 7
Consolidated Report of Condition for Insured Commercial and State
- Chartered Savings Banks for June 30, 2001
All Schedules are to be reported in thousands of dollars. Unless
otherwise indicated, report the amount outstanding as of the last
business day of the quarter.
Schedule RC -- Balance Sheet
Dollar Amounts in Thousands
ASSETS
1.Cash and balances due from depository institutions (from Schedule RC-A)
a.Noninterest-bearing balances and currency and coin1 RCON 0081 528,042
b.Interest-bearing balances2 RCON 0071 2,234
2.Securities:
a.Held-to-maturity securities (from Schedule RC-B, column A) RCON 1754 498,337
b.Available-for-sale securities (from Schedule RC-B, column D) RCON 1773 2,126,274
3.Federal funds sold and securities purchased under agreements to resell RCON 1350 188,306
4.Loans and lease financing receivables (from Schedule RC-C):
a.Loans and leases held for sale RCON 5369 9,257
b.Loans and leases, net of unearned income RCON B528 2,452,256
c.LESS: Allowance for loan and lease losses RCON 3123 27,611
d.Loans and leases, net of unearned income and allowance (item 4.b minus
4.c) RCON B529 2,424,645
5.Trading assets (from Schedule RC-D) RCON 3545 74,597
6.Premises and fixed assets (including capitalized leases) RCON 2145 196,897
7.Other real estate owned (from Schedule RC-M) RCON 2150 6,578
8.Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M) RCON 2130 0
9.Customers' liability to this bank on acceptances outstanding RCON 2155 15,659
10.Intangible assets:
a.Goodwill RCON 3163 41,482
b.Other intangible assets (from Schedule RC-M) RCON 0426 1,500
11.Other assets (from Schedule RC-F) RCON 2160 140,983
12.Total assets (sum of items 1 through 11) RCON 2170 6,254,791
LIABILITIES
13.Deposits:
a.In domestic offices (sum of totals of columns A and C from Schedule
RC-E) RCON 2200 4,632,442
(1)Noninterest-bearing3 RCON 6631 1,571,061
(2)Interest-bearing RCON 6636 3,061,381
b.Not applicable
14.Federal funds purchased and securities sold under agreements to repurchase RCON 2800 805,520
15.Trading liabilities (from Schedule RC-D) RCON 3548 0
16.Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases) (from Schedule RC-M) RCON 3190 158,265
17.Not applicable
18.Bank's liability on acceptances executed and outstanding RCON 2920 15,659
19.Subordinated notes and debentures4 RCON 3200 0
20.Other liabilities (from Schedule RC-G) RCON 2930 92,383
21.Total liabilities (sum of items 13 through 20) RCON 2948 5,704,269
22.Minority interest in consolidated subsidiaries RCON 3000 0
EQUITY CAPITAL
23.Perpetual preferred stock and related surplus RCON 3838 0
24.Common stock RCON 3230 16,500
25.Surplus (exclude all surplus related to preferred stock) RCON 3839 148,041
26. a.Retained earnings RCON 3632 372,915
b.Accumulated other comprehensive income5 RCON B530 13,066
27.Other equity capital components6 RCON A130 0
28.Total equity capital (sum of items 23 through 27) RCON 3210 550,522
29.Total liabilities, minority interest, and equity capital (sum of items 21,
22, and 28) RCON 3300 6,254,791
Memorandum
To be reported with the March Report of Condition.
1.Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the
bank by independent external auditors as of any date during 2000 RCON 6724 N/A
1 = Independent audit of the bank conducted in 4 = Directors' examination of the bank conducted in
accordance with generally accepted auditing accordance with generally accepted auditing
standards by a certified public accounting firm standards by a certified public accounting firm (may
which submits a report on the bank be required by state chartering authority)
2 = Independent audit of the bank's parent holding 5 = Directors' examination of the bank performed by
company conducted in accordance with generally other external auditors (may be required by state
accepted auditing standards by a certified public chartering authority)
accounting firm which submits a report on the
consolidated holding company (but not on the bank
separately)
6 = Review of the bank's financial statements by
external auditors
7 = Compilation of the bank's financial statements by
external auditors
3 = Attestation on bank management's assertion on the 8 = Other audit procedures (excluding tax preparation
effectiveness of the bank's internal control over work)
financial reporting by a certified public accounting
firm
9 = No external audit work
- ---------------------------
1Includes cash items in process of collection and unposted debits.
2Includes time certificates of deposit not held for trading.
3Includes total demand deposits and noninterest-bearing time and savings deposits.
4Includes limited-life preferred stock and related surplus.
5Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses)
on cash flow hedges, and minimum pension liability adjustments.
6Includes treasury stock and unearned Employee Stock Ownership Plan shares.
