Exhibit 25.A
SECURITIES AND EXCHANGE COMMISSION{PRIVATE }
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.)
928 Grand Avenue, 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.)
3315 North Oak Trafficway
Post Office Box 7305
Kansas City, Missouri 64116
(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 December 8, 1999.
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.
December 8, 1999.
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 December 8, 1999.
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 December 8, 1999.
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
September 30, 1999.
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 8th day of December, 1999.
UMB BANK, NATIONAL ASSOCIATION
BY: Frank C. Bramwell, Senior Vice President
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
Frank C. Bramwell, Senior Vice President
Date: December 8, 1999
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 8th day of December, 1999.
/s/ R. William Bloemker
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."
/s/ R. William Bloemker
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 8th day of December, 1999.
/s/ R. William Bleomker
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.
/s/ R. William Bloemker
Assistant Secretary
December 8, 1999
[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 aintained, 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
Frank C. Bramwell, Senior Vice
President
Date: December 8, 1999
T-1 Exhibit 7
Legal Title of Bank: UMB BANK, N.A. Call Date: 6/30/97
ST-BK: 29-2668 FFIEC 032
Address: P. O. Box 419226
Page RC-1
City, State Zip: KANSAS CITY, MO 64141-6226
FDIC Certificate No.: /1/3/6/0/1
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Bank for September 30, 1998
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 RCON Bil Mil Thou
1. Cash and balance due from depository institutions:
a. Noninterest-bearing balances and currency and coin 0081 572,869
b.Interest-bearing balances <F2> 0071 2,234
2. Securities /////////////////
a. Held-to-maturity securities (from Schedule RC-B, column A 1754 598,406
b. Available-for-sale securities (from Schedule RC-B, column D 1773 1,740,866
3. Federal funds sold and securities purchased under agreements to resell: 1350 201,874
4. Loans and lease financing receivables: /////////////////
a. Loans and leases, net of unearned income (from Schedule RC-C) RCON 2122 1,449,605 /////////////////
b. LESS: Allowance for loan and lease losses . . . . . . . . . . RCON 3123 17,722 /////////////////
c. LESS: Allocated transfer risk reserve . . . . . . . . . . . . RCON 3128 0 /////////////////
d. Loans and leases, net of unearned income, /////////////////
allowance, and reserve (item 4.a minus 4.b and 4.c) 2125 2,151,301
5. Trading assets (from Schedule RC-D) 3545 72,923
6. Premises and fixed assets (including capitalized leases) 2145 197,162
7. Other real estate owned (from Schedule RC-M) 2150 363
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 2130 0
9. Customers' liability to this bank on acceptances outstanding 2155 9,345
10. Intangible assets (from Schedule RC-M) 2143 24,963
11. Other assets (from Schedule RC-F) 2160 141,829
12. Total Assets (sum of items 1 through 11) 2170 5,714,135
LIABILITIES
13. Deposits /////////////////
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) 2200 4,118,147
(1) Noninterest-bearing <F1> . . . . . . . . . . RCON 6631 740,423 /////////////////
(2) Interest-bearing . . . . . . . . . . . . . RCON 6636 2,308,028 /////////////////
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs /////////////////
(1) Non-interest-bearing /////////////////
(2) Interest-bearing /////////////////
14. Federal Funds purchased and securities sold under agreements to repurchase: /////////////////
a. Federal funds purchased 2800 830,196
15. a. Demand notes issued to the U. S. Treasury 2840 1,106
b. Trading liabilities (from Schedule RC-D) 3548 48
16. Other borrowed money: /////////////////
a. With original maturity of one year or less 2332 150,000
b. With original maturity of more than one year 2333 0
17. Mortgage indebtedness and obligations under capitalized leases 2910 0
18. Bank's liability on acceptances executed and outstanding 2920 9,345
19. Subordinated notes and debentures 3200 0
20. Other liabilities (from Schedule RC-G) 2930 136,554
21. Total liabilities (sum of items 13 through 20) 2948 5,245,396
/////////////////
22. Limited-life preferred stock and related surplus 3282 0
EQUITY CAPITAL /////////////////
23. Perpetual preferred stock and related surplus 3838 0
24. Common stock 3230 16,500
25. Surplus (exclude all surplus related to preferred stock) 3839 124,322
26. a. Undivided profits and capital reserves 3632 331,805
b. Net unrealized holding gains (losses) on available-for-sale securities 8434 (3,888)
27. Cumulative foreign currency translation adjustments /////////////////
28. Total equity capital (sum of items 23 through 27) 3210 468,739
29. Total liabilities, limited-life preferred stock, and equity capital /////////////////
(sum of items 21, 22 and 28) 3300 5,714,135
<F1>
Includes cash items in process of collection and unposted debits.
<F2>
Includes time certificates of deposit not held for trading.
</F>