EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
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Check if an application to determine eligibility of A trustee
pursuant to Section 305(b)(2) [X]
LASALLE BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
36-0884183
(I.R.S. Employer
Identification No.)
135 South LaSalle Street, Chicago, Illinois 60603
(Address of principal executive offices) (Zip Code)
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Willie J. Miller, Jr.
Group Senior Vice President
Chief Legal Officer and Secretary
Telephone: (312) 904-2018
135 South LaSalle Street, Suite 925
Chicago, Illinois 60603
(Name, address and telephone number of agent for service)
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MS Structured Asset Corp.
(Exact name of obligor as specified in its charter)
Delaware 13-2026700
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1585 Broadway
New York, NY 10036
(Address of principal executive offices) (Zip Code)
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Structured Asset Trust Unit Repackagings (SATURNS (SM)), Issuable in Series
(Title of the indenture securities)
ITEM 1. GENERAL INFORMATION*
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
1. Comptroller of the Currency, Washington D.C.
2. Federal Deposit Insurance Corporation, Washington, D.C.
3. The Board of Governors of the Federal Reserve Systems,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such affiliation.
Not Applicable
*Pursuant to General Instruction B, the trustee has responded only to items 1, 2
and 16 of this form since to the best knowledge of the trustee the obligor is
not in default under any indenture under which the trustee is a trustee.
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility and
qualification.
1. A copy of the Articles of Association of LaSalle Bank
National Association now in effect.
2. A copy of the certificate of authority to commence
business (incorporated herein by reference to Exhibit
2 filed with Form T-1 filed with the Current Report
on Form 8-K, dated June 29, 2000, in File No.
333-61691).
3. A copy of the authorization to exercise corporate
trust powers (incorporated herein by reference to
Exhibit 3 filed with Form T-1 filed with the Current
Report on Form 8-K, dated June 29, 2000, in File No.
333-61691).
4. A copy of the existing By-Laws of LaSalle Bank
National Association.
5. Not applicable.
6. The consent of the trustee required by Section 321(b)
of the Trust Indenture Act of 1939 (incorporated
herein by reference to Exhibit 6 filed with Form T-1
filed with the Current Report on Form 8-K, dated June
29, 2000, in File No. 333-61691).
7. A copy of the latest report of condition of the
trustee published pursuant to law or the requirements
of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
LaSalle Bank National Association, a corporation 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 Chicago, State of Illinois, on the 31st day of
January, 2003.
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Cynthia Reis
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Cynthia Reis
First Vice President
EXHIBIT 1
ARTICLES OF ASSOCIATION OF LASALLE BANK NATIONAL ASSOCIATION
ARTICLES OF ASSOCIATION
FIRST. The title of this association shall be LaSalle Bank National Association.
SECOND. The main office of the association shall be in Chicago, County of Cook,
State of Illinois. The general business of the association shall be conducted at
its main office and its branches.
THIRD. The board of directors of this association shall consist of not less than
five nor more than twenty-five persons, the exact number to be fixed and
determined from time to time by resolution of a majority of the full board of
directors or by resolution of a majority of the voting shareholders at any
annual or special meeting thereof. Each director, during the full term of his or
her directorship, shall own a minimum of $1,000 aggregate par value of stock of
this association or a minimum par, market value or equity interest of $1,000 of
stock in the bank holding company controlling this association.
Any vacancy in the board of directors may be filled by action of a majority of
the remaining directors between meetings of shareholders; provided, however,
that the board of directors may not increase the number of directors to a number
which: (1) exceeds by more than two the number of directors has elected by
voting shareholders where the number was 15 or less; and (2) exceeds by more
than four the number of directors last elected by voting shareholders where the
number was 16 or more, but in no event shall the number of directors exceed 25.
FOURTH. There shall be an annual meeting of the voting shareholders to elect
directors and transact whatever other business may be brought before the
meeting. It shall be held at the main office or any other convenient place the
board of directors may designate, on the day of each year specified therefor in
the bylaws, or if that day falls on a legal holiday in the state in which the
association is located, on the next following banking day. If no election is
held on that day, it may be held on any subsequent day according to such lawful
rules as may be prescribed by the board of directors.
Nominations for election to the board of directors may be made by the board of
directors or by any shareholder of any outstanding class of capital stock of the
bank entitled to vote for election of directors.
FIFTH. The authorized amount of capital stock of this association shall be eight
million (8,000,000) shares of common stock of the par value of ten dollars
($10.00) each, and one thousand (1,000) shares of Class A preferred stock of no
par value, and one billion (1,000,000,000) shares of Class B preferred stock of
no par value, but said capital stock may be increased or decreased from time to
time, according to the provisions of the laws of the United States.
No holder of shares of the capital stock of any class of the association shall
have any preemptive or preferential right of subscription to any shares of any
class of stock of the association, whether now or hereafter authorized, or to
any obligations convertible into stock of the association, issued, or sold, nor
any right of subscription to any thereof other than such, if any, as the board
of directors, in its discretion may from time to time determine and at such
price as the board of directors may from time to time fix.
The association, at any time and from time to time, may authorize and issue debt
obligations, whether or not subordinated, without the approval of the
shareholders.
SIXTH. The board of directors shall appoint one of its members president of this
association, who shall be chairperson of the board, unless the board appoints
another director to be the chairperson. The board of directors shall have the
power to appoint one or more vice presidents, a secretary who shall keep minutes
of the directors and shareholders meeting and be responsible for authenticating
the records of the association and such other officers and employees as may be
required to transact the business of this association. A duly appointed officer
may appoint one or more officers or assistant officers is authorized by the
board of directors in accordance with the bylaws.
The board of directors shall have the power to define the duties of the officers
and employees of the association; dismiss officers and employees; require bonds
from officers and employees and to fix the penalty thereof; regulate the manner
in which any increase of the capital of the association shall be made; manage
and administer the business and affairs of the association; make all bylaws that
it may be lawful for the board to make; and generally to perform all acts that
are legal for a board of directors to perform.
SEVENTH. The board of directors shall have the power to change the location of
the main office to any other place within the limits of Chicago, without the
approval of the shareholders, and shall have the power to establish or change
the location of any branch or branches of the association to any other location
permitted under applicable law, without the approval of the shareholders.
EIGHTH. The corporate existence of this association shall continue until
terminated according to the laws of the United States.
NINTH. The board of directors of this association, or any one or more
shareholders owning, in the aggregate, not less than fifty percent of the voting
stock of this association, may call a special meeting of voting shareholders at
any time. Unless otherwise provided by the laws of the United States, a notice
of the time, place, and purpose of every annual and special meeting of the
voting shareholders shall be given by first-class mail, postage prepaid, mailed
at least 10 days prior to the date of the meeting to each voting shareholder of
record at his/her address as shown upon the books of this association.
TENTH. To the full extent permitted by the General Corporation Law of the State
of Delaware or by any other applicable laws presently or hereafter in effect and
subject to the provisions of this article Tenth, the association may indemnify
any person who was or is a party or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the association) by reason of the fact that he or she is or was a
director, officer, employee or agent of the association, or is or was serving at
the request of the association as a director, officer, employee or agent of
another company, partnership, joint venture, trust or other enterprise, against
expenses, including attorney fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the Association, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful, provided no
director, officer, employee or agent of the association shall be indemnified
against any expenses, penalties or other payments incurred in an administrative
proceeding or action instituted by an appropriate bank regulatory agency
resulting in a final order assessing civil money penalties or requiring
affirmative action by an individual or individuals in the form of payments to
this association. The termination of any actions, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of no contest or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the association, and with respect to any
criminal action or proceeding, did not have reasonable cause to believe that his
or her conduct was unlawful.
To the full extent permitted by the General Corporation Law of the State of
Delaware or by any other applicable laws presently or hereafter in effect and
subject to the provisions of this article Tenth, the association shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
association to procure a judgment in its favor by reason of the fact that he or
she is or was a director, officer, employee or agent of the association, or is
or was serving at the request of the association as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suite if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
association and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of this duty to the
association unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper, provided no director, officer, employee or agent of the association
shall be indemnified against any expenses, penalties or other payments incurred
in an administrative proceeding or action instituted by an appropriate bank
regulatory agency resulting in a final order assessing civil money penalties or
requiring affirmative action by an individual or individuals in the form of
payments to this association, and under circumstances in which he or she would
be entitled to indemnification under this article Tenth, no director of the
association shall be personally liable to the association or its stockholders
for or with respect to any acts or omissions in the performance of his or her
duties as a director of the association.
Any indemnification under this article Tenth unless ordered by a court shall be
made by the association only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in this article Tenth. Such determination shall be made:
(a) by the board of directors by a majority vote of a quorum consisting of
Directors who were not parties to such action, suit or proceeding; (b) if such a
quorum is not obtainable, or even if obtainable, a quorum of disinterested
Directors so directs, by independent legal counsel in a written opinion; or (c)
by the voting shareholders.
Expenses, including attorneys' fees, incurred in defending a civil or criminal
action, suite or proceeding, shall be paid by the association in advance of the
final disposition of such action, suit or proceeding as authorized in the manner
provided in the third subparagraph of this article Tenth herein upon receipt of
an undertaking by or on behalf of the director, officer, employee or agent to
repay such amount unless it shall ultimately be determined that he or she is
entitled to be indemnified by the association as authorized in this article
Tenth.
The indemnification provided by this article Tenth shall not be deemed exclusive
of any other rights to which any person may be entitled under any bylaw,
agreement vote of shareholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
The association shall have power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
association, or is or was serving at the request of the association as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the association would have the power to indemnify him against
such liability under the provisions of this article Tenth, provided, the power
of the association to purchase and maintain insurance as herein provided shall
not include insurance with respect to expenses, penalties or other payments of a
director, officer, employee or agent of the association incurred in an
administrative proceeding or action instituted by an appropriate bank regulatory
agency resulting in a final order assessing civil money penalties or requiring
affirmative action by such individual or individuals in the form of payments to
this association.
For purposes of this article, references to "the association" shall include, in
addition to the surviving association or corporation, any merging or
consolidating association or corporation (including any association or
corporation having merged or consolidated with a merging or consolidating
association or corporation) absorbed in a merger or consolidation which, if its
separate existence had continued, would have had the power and authority to
indemnify its directors, officers, employees and agents, so that any person who
was a director, officer, employee or agent of such merging or consolidating
association or corporation, or was serving at the request of such merging or
consolidating association or corporation as a director, officer, employee or
agent of another association, corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the provisions of this
article with respect to the surviving association or corporation as such person
would have with respect to such merging association or corporation if its
separate existence had continued.
For purposes of this article, references to "other enterprises" shall include
employee benefit plans, references to "fines" shall include any excise taxes,
assessed on a person with respect to an employee benefit plan; and references to
"serving at the request of the association" shall include any service as a
director, officer, employee or agent of the association which imposes duties on,
or involves services by, such director, officer, employee, or agent with respect
to an employee benefit plan, its participants, or beneficiaries.
The invalidity or unenforceability of any provision of this article Tenth shall
not affect the validity or enforceability of the remaining provisions of this
article Tenth.
ELEVENTH. These articles of association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the voting stock of this association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.
May 1, 1999
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF ASSOCIATION
OF
LASALLE BANK NATIONAL ASSOCIATION
The undersigned, as representatives of LaSalle Bank National
Association (the "Bank" or "LaSalle") do hereby certify as follows:
1. The name of the Bank is LaSalle Bank National Association.
2. The Articles of Association of the Bank are hereby amended to effect
a change in the authorized capital of the Bank, creating a new class of
Preferred Stock (referred to herein as the "Class C Preferred Stock"), $1,000
par value, of the Bank consisting of five hundred thousand (500,000) shares. The
voting power, designation, preferences and any other rights of the Class C
Preferred Stock, and the qualifications, limitations or restrictions on such
class shall be as set forth below.
3. The Articles of Association of the Bank are also hereby amended to
include the designation, powers, preferences and rights of the duly authorized
and previously issued Class A Preferred Stock, Class B Preferred Stock, Series
1, and Class B Preferred Stock, Series 2.
4. The Articles of Association of the Bank are hereby amended by
striking out Article FIFTH thereof and by substituting in lieu of said Article
FIFTH the following new Article:
FIFTH: The authorized amount of capital stock of this association shall
be (i) eight million (8,000,000) shares of common stock, par value $10 per share
("Common Stock"), (ii) one thousand (1,000) shares of Class A preferred stock,
no par value per share ("Class A Preferred Stock"), (iii) one billion
(1,000,000,000) shares of Class B preferred stock, no par value per share
("Class B Preferred Stock"), and (iv) five hundred thousand (500,000) shares of
Class C preferred stock, par value $1,000 per share ("Class C Preferred Stock").
Said capital stock may be increased or decreased from time to time, according to
the provisions of the laws of the United States.
No holders of shares of the capital stock of any class of the LaSalle
shall have any preemptive or preferential right of subscription to any shares of
any class of stock, whether now or hereinafter authorized, or to any obligations
convertible into stock of the association, issued or sold, nor any right of
subscription to any thereof other than such, if any, as the Board of Directors,
in its discretion, may from time to time determine and at such prices as the
Board of Directors may from time to time fix.
LaSalle, at any time and from time to time, may authorize and issue
debt obligations whether or not subordinated, without the approval of the
shareholders.
I. The designations, powers, preferences and rights of the Class A
Preferred Stock are as follows:
(a) Designation. The designation of the Class A Preferred Stock
shall be "Class A Preferred Stock."
(b) Ranking.
(i) The Class A Preferred Stock shall rank as to distributions
and upon liquidation, dissolution or winding-up of LaSalle (i) senior to any
class or series of capital stock (including but not limited to the Common Stock)
of LaSalle which by its express terms does not provide that it ranks senior or
pari passu to the Class A Preferred Stock, (ii) pari passu to any class or
series of preferred stock of LaSalle which by its express terms provides that it
ranks pari passu to the Class A Preferred Stock and (iii) junior to the Class B
Preferred Stock of LaSalle or any other class or series of preferred stock of
LaSalle which by its express terms provides that it ranks senior to the Class A
Preferred Stock (collectively, the "Class A Senior Stock").
(ii) In no event may LaSalle redeem, purchase or otherwise
acquire for value any other class or series of stock issued by LaSalle ranking
junior to the Class A preferred Stock (collectively, the "Class A Junior Stock")
or any class or series of stock issued by LaSalle ranking pari passu to the
Class A Preferred Stock (collectively, the "Class A Pari Passu Stock") unless,
prior to or contemporaneously with such redemption, purchase or acquisition the
Class A Preferred Stock is redeemed in full (in the case of redemption, purchase
or acquisition of Class A Junior Stock) or on a pro rata basis based on
liquidation preference (in the case of redemption, purchase or acquisition of
Class A Pari Passu Stock). Notwithstanding the foregoing, this Section (b)(ii)
shall not prohibit a redemption, purchase or acquisition of Class A Junior Stock
or Class A Pari Passu Stock with shares of Class A Junior Stock.
(c) Dividends. The holders of the Class A Preferred Stock shall not
be entitled to receive any dividends.
(d) Redemption. LaSalle shall have the right, in its sole
discretion, to redeem any or all of the Class A Preferred Stock at any time,
provided that (i) no Class B Preferred Stock or other Class B Senior Stock
issued by LaSalle is outstanding and (ii) LaSalle shall have obtained prior
approval from the Office of the Comptroller of the Currency ("OCC"), if
required.
(e) Preference on Liquidation. In the event of any voluntary or
involuntary liquidation, dissolution or winding-up of LaSalle, before any
payment or distribution of the assets of LaSalle (whether capital or surplus),
or proceeds thereof, shall be made to or set apart for the holders of shares of
any Class A Junior Stock, the holders of shares of Class A Preferred Stock shall
be entitled to receive payment of $1.00 per share held by them, subject to
appropriate adjustment in the event of any stock split, reverse stock split or
similar transaction. If, upon any voluntary or involuntary liquidation,
dissolution or winding-up of LaSalle, the assets of LaSalle, or proceeds
thereof, distributed among the holders of shares of Class A Preferred Stock and
any Class A Pari Passu Stock shall be insufficient to pay in full the respective
preferential amounts on shares of Class A Preferred Stock and such Class A Pari
Passu Stock, then such assets, or the proceeds thereof, shall be distributed
among the holders of all such stock ratably in accordance with the respective
amounts which would be payable on such shares if all amounts payable thereon
were paid in full. After payment of the full amount of the liquidation
preference to which the holders of Class A Preferred Stock are entitled, such
holders will not be entitled to any further participation in any distribution of
assets of LaSalle. For the purposes of this Section (e), neither the merger or
consolidation of LaSalle into or with another bank, nor the merger or
consolidation of any other corporation into or with LaSalle, nor the voluntary
sale, conveyance, exchange, transfer or other disposition (for cash, shares of
stock, securities or other consideration) of all or substantially all the
property or assets of LaSalle, shall be deemed to be a voluntary or involuntary
liquidation, dissolution or winding-up of LaSalle.
(f) Intentionally deleted.
(g) Voting.
(i) The holders of Class A Preferred Stock shall be entitled to
vote as a class with the holders of the Common Stock on all matters submitted to
a vote of the holders of Common Stock, including but not limited to the election
of directors (each a "Shareholder Vote"). The holders of the Class A Preferred
Stock shall be entitled to cast in such a Shareholder Vote an aggregate number
of votes (the "Aggregate Series A Preferred Votes") equal to the aggregate
number of votes which holders of Common Stock are entitled to vote. Each holder
of Class A Preferred Stock shall be entitled to cast in a Shareholder Vote such
number of votes of the Aggregate Class A Preferred Votes as represent the same
proportion of the Aggregate Class A Preferred Votes as the number of shares of
Class A Preferred Stock held of record by such holder represents of the total
number of shares of Class A Preferred Stock outstanding.
(ii) So long as any shares of the Class A Preferred Stock are
outstanding, LaSalle shall not authorize any new series or class of Class A Pari
Passu Stock without the affirmative vote or consent of holders of at least a
majority of the then outstanding shares of Class A Preferred Stock, voting or
consenting, as the case may be, as one class, given in person or by proxy,
either in writing or by resolution adopted at an annual or special meeting.
(iii) So long as any shares of the Class A Preferred Stock are
outstanding, LaSalle shall not amend the Articles of Association of LaSalle so
as to effect any change in rights, preferences or privileges of the Class A
Preferred Stock or to authorize the issuance of any additional shares of Class A
Preferred Stock without the affirmative vote or consent of holders of at least a
majority of the then outstanding shares of Class A Preferred Stock, voting or
consenting, as the case may be, as one class, given in person or by proxy,
either in writing or by resolution adopted at an annual or special meeting.
II. The designations, powers, preferences and rights of the Class B
Preferred Stock, Series 1, are as follows:
(a) Designation. 2,000,000 shares of the Class B Preferred Stock
shall be designated as "Class B Preferred Stock, Series 1". Said shares shall be
referred to herein as the "Series B-1 Preferred Stock."
(b) Ranking. The Series B-1 Preferred Stock shall rank as to
dividends and distributions and upon liquidation, dissolution or winding-up of
LaSalle (i) senior to any class or series of capital stock (including but not
limited to the Common Stock) of LaSalle, which by its express terms does not
provide that it ranks pari passu to the Series B-1 Preferred Stock and (ii) pari
passu to any class or series of Preferred Stock of LaSalle which by its express
terms provides that it ranks pari passu to the Series B-1 Preferred Stock.
(c) Dividends.
(i) The holders of the Series B-1 Preferred Stock shall be
entitled to receive cash dividends in Sterling at a rate of 4.4215% per annum
per share on the Series B-1 Liquidation Preference (as defined in Section (d))
of such shares from legally available surplus of LaSalle therefor. Such
dividends shall be payable, except as provided in Section (c)(ii) below,
quarterly on January 8, April 8, July 8 and October 8 of each year (unless such
day is not a Business Day, in which event on the next succeeding Business Day)
(each a "Series B-1 Dividend Payment Date"), commencing on the next Series B-1
Dividend Payment Date succeeding the date of original issue of such shares of
Series B-1 Preferred Stock, to holders of record as they appear on the register
of LaSalle for the Series B-1 Preferred Stock on March 20, June 20, September 20
and December 20 immediately preceding such Series B-1 Dividend Payment Date.
Dividends on shares of Series B-1 Preferred Stock shall accrue daily from the
date of original issue of such shares, and shall be computed on the basis of a
365-day year based on the actual number of days elapsed during any dividend
period. Dividends not paid on any Dividend Payment Date shall be non-cumulative.
(ii) Notwithstanding Section (c)(i), in the event that LaSalle
shall receive an Option Exercise Notice pursuant to the Put and Call Option
Agreement dated 6 April 1999 between ABN AMRO North America, Inc. ("AANA") and
ABN AMRO Investment Holdings Ltd. (the "Series B-1 Option Agreement"), the
holders of record of the Series B-1 Preferred Stock as they appear on the
register of LaSalle for the Series B-1 Preferred Stock at the close of business
on the day immediately preceding the date of the Closing (as defined in the
Series B-1 Option Agreement) shall be entitled to receive all accrued and unpaid
dividends on the Series B-1 Preferred Stock accruing since the most recent
Series B-1 Dividend Payment Date prior to the date of the Closing through the
date of the Closing (the "Series B-1 Special Dividend").
(iii) No dividend or distribution in cash, shares of capital
stock or other property shall be paid or declared and set apart for payment on
any date on or in respect of (i) the Common Stock or on any other series of
stock issued by LaSalle ranking junior to the Series B-1 Preferred Stock in
payment of dividends and distributions or upon liquidation, dissolution or
winding-up of LaSalle (collectively, the "Series B-1 Junior Stock") (any such
dividend or distribution hereinafter referred to as a "Series B-1 Junior Stock
Distribution"), or (ii) any series of stock issued by LaSalle ranking pari passu
to the Series B-1 Preferred Stock in payment of dividends and distributions or
upon liquidation, dissolution or winding-up of LaSalle (collectively, the
"Series B-1 Pari Passu Stock") (any such dividend or distribution hereinafter
referred to as a "Series B-1 Pari Passu Stock Distribution"), unless,
contemporaneously therewith or with respect to the immediately preceding Series
B-1 Dividend Payment Date for the Series B-1 Preferred Stock, a dividend or
distribution is or was paid or declared and set apart for payment on or in
respect of the Series B-1 Preferred Stock, payable at the rate set forth herein
and payable on a date no later than the payment date set forth for such Series
B-1 Junior Stock Distribution or Series B-1 Pari Passu Stock Distribution, as
the case may be.
(iv) In no event may LaSalle (i) make a Series B-1 Junior Stock
Distribution or a Series B-1 Pari Passu Stock Distribution while there are
dividends in arrears on the Series B-1 Preferred Stock or (ii) redeem, purchase
or otherwise acquire for value any Series B-1 Junior Stock or Series B-1 Pari
Passu Stock unless, prior to or contemporaneously with such redemption, purchase
or acquisition the Series B-1 Preferred Stock is redeemed in full (in the case
of redemption, purchase or acquisition of Series B-1 Junior Stock) or on a pro
rata basis based on liquidation preference (in the case of redemption, purchase
or acquisition of Series B-1 Pari Passu Stock). Notwithstanding the foregoing,
this Section (c) shall not prohibit (i) the payment or declaration and setting
aside of a dividend payable on shares of Series B-1 Junior S Stock or Series B-1
Pari Passu Stock in shares of Series B-1 Junior Stock, (ii) a redemption,
purchase or acquisition of Series B-1 Junior Stock or Series B-1 Pari Passu
Stock with shares of Series B-1 Junior Stock or (iii) a redemption of Series B-1
Pari Passu Stock pursuant to a provision in the terms of such stock
substantially similar to the provision set forth in Section (g)(i).
(d) Preference on Liquidation. In the event of any voluntary or
involuntary liquidation, dissolution or winding-up of LaSalle, before any
payment or distribution of the assets of LaSalle (whether capital or surplus),
or proceeds thereof, shall be made to or set apart for the holders of shares of
any Series B-1 Junior Stock, the holders of shares of Series B-1 Preferred Stock
shall be entitled to receive payment of (pound)100 per share held by them,
subject to appropriate adjustment in the event of any stock split, reverse stock
split or similar transaction (the "Series B-1 Liquidation Preference") plus an
amount in cash equal to all accrued and unpaid dividends thereon, whether or not
declared to the date of such payment. If, upon any voluntary or involuntary
liquidation, dissolution or winding-up of LaSalle, the assets of LaSalle, or
proceeds thereof, distributed among the holders of shares of Series B-1
Preferred Stock and any Series B-1 Pari Passu Stock shall be insufficient to pay
in full the respective preferential amounts on shares of Series B-1 Preferred
Stock and such Series B-1 Pari Passu Stock, then such assets, or the proceeds
thereof, shall be distributed among the holders of all such stock pro-ratably in
accordance with the respective amounts which would be payable on such shares if
all amounts payable thereon were paid in full. After payment of the full amount
of the liquidation preference to which the holders of Series B-1 Preferred Stock
are entitled, such holders will not be entitled to any further participation in
any distribution of assets of LaSalle. For the purposes of this Section (d),
neither the merger or consolidation of LaSalle into or with another corporation,
nor the merger or consolidation of any other corporation into or with LaSalle,
nor the voluntary sale, conveyance, exchange, transfer or other disposition (for
cash, shares of stock, securities or other consideration) of all or
substantially all the property or assets of LaSalle, shall be deemed to be a
voluntary or involuntary liquidation, dissolution or winding-up of LaSalle.
(e) Cancellation of Shares. Shares of Series B-1 Preferred Stock
that have been issued and have been redeemed, repurchased or reacquired in any
manner by LaSalle shall be cancelled and not be reissued.
(f) Voting.
(i) So long as any shares of the Series B-1 Preferred Stock are
outstanding, LaSalle shall not authorize any new class of capital stock that
ranks senior to the Series B-1 Preferred Stock as to dividends and distributions
or upon liquidation, dissolution or winding-up of LaSalle or any additional
shares of the Series B-1 Preferred Stock without the affirmative vote or consent
of holders of at least a majority of the then outstanding shares of Series B-1
Preferred Stock, voting or consenting, as the case may be, as one class, given
in person or by proxy, either in writing or by resolution adopted at an annual
or special meeting.
(ii) So long as any shares on the Series B-1 Preferred Stock are
outstanding, LaSalle shall not amend the terms of the Series B-1 Preferred Stock
so as to effect any change in the rights, preferences or privileges of the
Series B-1 Preferred Stock without the affirmative vote or consent of holders of
at least a majority of the then outstanding shares of Series B-1 Preferred
Stock, voting or consenting, as the case may be, as one class, given in person
or by proxy, either in writing or by resolution adopted at an annual or special
meeting.
(iii) Except as set forth in Sections (f)(i)-(ii) and as required
by law, the holders of the Series B-1 Preferred Stock shall not have any voting
rights.
(g) Redemption of Series B-1 Preferred Stock.
(i) Optional Redemption. If AANA shall acquire all the then
outstanding shares of the Series B-1 Preferred Stock of LaSalle, LaSalle shall
have the option to redeem all but not less than all such outstanding shares of
Series B-1 Preferred Stock by giving written notice to the holders of the Series
B-1 Preferred Stock at the redemption price equal to the sum of the Liquidation
Preference per share plus an amount equal to all accrued and unpaid dividends
per share (the "Series B-1 Redemption Price"), such redemption to occur on such
date as stated in LaSalle's Redemption Notice (as hereinafter defined).
(ii) Redemption Procedure.
1. Not more than 60 days prior to the date fixed for any
redemption of the Series B-1 Preferred Stock, written notice (the
"Series B-1 Redemption Notice") shall be mailed, postage prepaid, to
each holder of record of the Series B-1 Preferred Stock at its post
office address last shown on the records of LaSalle. The Series B-1
Redemption Notice shall state:
2. the date fixed for redemption and the Series B-1
Redemption Price; and
3. that the holder is to surrender to LaSalle in the manner
and at the place designated, its certificate or certificates
representing the shares of the Series B-1 Preferred Stock to be
redeemed.
4. On or before the date of redemption (the "Series B-1
Redemption Date"), each holder of Series B-1 Preferred Stock shall
surrender the certificate or certificates representing such shares of
Series B-1 Preferred Stock to LaSalle, in the manner and at the place
designated in the Series B-1 Redemption Notice, and thereupon the
Series B-1 Redemption Price for such shares shall be payable in cash
on the redemption date to the person whose name appears on such
certificate or certificates as the owner thereof, and each surrendered
certificate shall be cancelled and retired.
5. Unless LaSalle defaults in the payment in full of the
Series B-1 Redemption Price, dividends on the Series B-1 Preferred
Stock called for redemption shall cease to accrue on the Series B-1
Redemption Date, and the holders of such shares redeemed shall cease
to have any further rights with respect thereto on the Series B-1
Redemption Date, other than to receive the Series B-1 Redemption Price
without interest.
(h) Certain Definitions. As used in herein:
(i) "(pound)" or "Sterling" means the lawful currency of the
United Kingdom; and
(ii) "Business Day" means a day on which clearing banks generally
are open for business in the City of London.
III. The designations, powers, preferences and rights of the Class B
Preferred Stock, Series 2, are as follows:
(a) Designation. 836,533.11 shares of the Class B Preferred Stock
shall be designated as "Class B Preferred Stock, Series 2". Said shares shall be
referred to herein as the "Series B-2 Preferred Stock."
(b) Ranking. The Series B-2 Preferred Stock shall rank as to
dividends and distributions and upon liquidation, dissolution or winding-up of
LaSalle (i) senior to any class or series of capital stock (including but not
limited to the Common Stock) of LaSalle, which by its express terms does not
provide that it ranks pari passu to the Series B-2 Preferred Stock and (ii) pari
passu to the Class B Preferred Stock, Series 1 of LaSalle and to any class or
series of Preferred Stock of LaSalle which by its express terms provides that it
ranks pari passu to the Series B-2 Preferred Stock.
(c) Dividends.
(i) The holders of the Series B-2 Preferred Stock shall be
entitled to receive cash dividends in Sterling at a rate of 5.3553% per annum
per share on the Series B-2 Liquidation Preference of such shares from legally
available surplus of LaSalle therefor. Such dividends shall be payable, except
as provided in Section (c)(ii) below, quarterly on March 8, June 8, September 8
and December 8 of each year (unless such day is not a Business Day, in which
event on the next succeeding Business Day) (each a "Series B-2 Dividend Payment
Date"), commencing on the next Series B-2 Dividend Payment Date succeeding the
date of original issue of such shares of Series B-2 Preferred Stock, to holders
of record as they appear on the register of LaSalle for the Series B-2 Preferred
Stock on February 18, May 20, August 20 and November 19 immediately preceding
such Series B-2 Dividend Payment Date. Dividends on shares of Series B-2
Preferred Stock shall accrue daily from the date of original issue of such
shares, and shall be computed on the basis of a 365-day year based on the actual
number of days elapsed. Dividends not paid on any Dividend Payment Date shall be
non-cumulative.
(ii) Notwithstanding Section (c)(i), in the event that LaSalle
shall receive an Option Exercise Notice pursuant to the Put and Call Option
Agreement dated 8 December 1999 between AANA and ABN AMRO Investments Holdings
Ltd. (the "Series B-2 Option Agreement"), the holders of record of the Series
B-2 Preferred Stock as they appear on the register of LaSalle for the Series B-2
Preferred Stock at the close of business on the day immediately preceding the
date of the Closing (as defined in the Series B-2 Option Agreement) shall be
entitled to receive all accrued and unpaid dividends on the Series B-2 Preferred
Stock accruing since the most recent Series B-2 Dividend Payment Date prior to
the date of the Closing through the date of the Closing (the "Series B-2 Special
Dividend").
(iii) No dividend or distribution in cash, shares of capital
stock or other property shall be paid or declared and set apart for payment on
any date on or in respect of (i) the Common Stock or on any other series of
stock issued by LaSalle ranking junior to the Series B-2 Preferred Stock in
payment of dividends and distributions or upon liquidation, dissolution or
winding-up of LaSalle (collectively, the "Series B-2 Junior Stock") (any such
dividend or distribution hereinafter referred to as a "Series B-2 Junior Stock
Distribution") or (ii) any series of stock issued by LaSalle ranking pari passu
to the Series B-2 Preferred Stock in payment of dividends and distributions or
upon liquidation, dissolution or winding-up of LaSalle (collectively, the
"Series B-2 Pari Passu Stock") (any such dividend or distribution hereinafter
referred to as a "Series B-2 Pari Passu Stock Distribution"), unless,
contemporaneously therewith or with respect to the immediately preceding Series
B-2 Dividend Payment Date for the Series B-2 Preferred Stock, a dividend or
distribution is or was paid or declared and set apart for payment on or in
respect of the Series B-2 Preferred Stock, payable at the rate set forth herein
and payable on a date no later than the payment date set forth for such Series
B-2 Junior Stock Distribution or Series B-2 Pari Passu Stock Distribution, as
the case may be.
(iv) In no event may LaSalle (i) make a Series B-2 Junior Stock
Distribution or a Series B-2 Pari Passu Stock Distribution while there are
dividends in arrears on the Series B-2 Preferred Stock or (ii) redeem, purchase
or otherwise acquire for value any Series B-2 Junior Stock or Series B-2 Pari
Passu Stock unless, prior to or contemporaneously with such redemption, purchase
or acquisition the Series B-2 Preferred Stock is redeemed in full (in the case
of Junior Stock) or on a pro rata basis based on redemption, purchase or
acquisition of Series B liquidation preference (in the case of redemption,
purchase or acquisition of Series B-2 Pari Passu Stock). Notwithstanding the
foregoing, this Section (c) shall not prohibit (i) the payment or declaration
and setting aside of a dividend payable on shares of Series B-2 Junior Stock or
Series B-2 Pari Passu Stock in shares of Series B-2 Junior Stock, (ii) a
redemption, purchase or acquisition of Series B-2 Junior Stock or Series B-2
Pari Passu Stock with shares of Series B-2 Junior Stock or (iii) a redemption of
Series B-2 Pari Passu Stock pursuant to a provision in the terms of such stock
substantially similar to the provision set forth in Section (g)(i).
(d) Preference on Liquidation. In the event of any voluntary or
involuntary liquidation, dissolution or winding-up of LaSalle, before any
payment or distribution of the assets of LaSalle (whether capital or surplus),
or proceeds thereof, shall be made to or set apart for the holders of shares of
any Series B-2 Junior Stock, the holders of shares of Series B-2 Preferred Stock
shall be entitled to receive payment in cash of (pound)100.00 per share held by
them, subject to appropriate adjustment in the event of any stock split, reverse
stock split or similar transaction (the "Series B-2 Liquidation Preference")
plus an amount in Sterling in cash equal to all accrued and unpaid dividends
thereon, whether or not declared to the date of such payment. If, upon any
voluntary or involuntary liquidation, dissolution or winding-up of LaSalle, the
assets of LaSalle, or proceeds thereof, distributed among the holders of shares
of Series B-2 Preferred Stock and any Series B-2 Pari Passu Stock shall be
insufficient to pay in full the respective preferential amounts on shares of
Series B-2 Preferred Stock and such Series B-2 Pari Passu Stock, then such
assets, or the proceeds thereof, shall be distributed among the holders of all
such stock pro-ratably in accordance with the respective amounts which would be
payable on such shares if all amounts payable thereon were paid in full. After
payment of the full amount of the liquidation preference to which the holders of
Series B-2 Preferred Stock are entitled, such holders will not be entitled to
any further participation in any distribution of assets of LaSalle. For the
purposes of this Section (d), neither the merger or consolidation of LaSalle
into or with another corporation, nor the merger or consolidation of any other
corporation into or with LaSalle, nor the voluntary sale, conveyance, exchange,
transfer or other disposition (for cash, shares of stock, securities or other
consideration) of all or substantially all the property or assets of LaSalle,
shall be deemed to be a voluntary or involuntary liquidation, dissolution or
winding-up of LaSalle.
(e) Cancellation of Shares. Shares of Series B-2 Preferred Stock
that have been issued and have been redeemed, repurchased or reacquired in any
manner by LaSalle shall be cancelled and not be reissued.
(f) Voting.
(i) So long as any shares of the Series B-2 Preferred Stock are
outstanding, LaSalle shall not authorize any new class of capital stock that
ranks senior to the Series B-2 Preferred Stock as to dividends and distributions
or upon liquidation, dissolution or winding-up of LaSalle or any additional
shares of the Series B-2 Preferred Stock without the affirmative vote or consent
of holders of at least a majority of the then outstanding shares of Series B-2
Preferred Stock, voting or consenting, as the case may be, as one class, given
in person or by proxy, either in writing or by resolution adopted at an annual
or special meeting.
(ii) So long as any shares on the Series B-2 Preferred Stock are
outstanding, LaSalle shall not amend the terms of the Series B-2 Preferred Stock
so as to effect any change in the rights, preferences or privileges of the
Series B-2 Preferred Stock without the affirmative vote or consent of holders of
at least a majority of the then outstanding shares of Series B-2 Preferred
Stock, voting or consenting, as the case may be, as one class, given in person
or by proxy, either in writing or by resolution adopted at an annual or special
meeting.
(iii) Except as set forth in Sections (f)(i)-(ii) and as required
by law, the holders of the Series B-2 Preferred Stock shall not have any voting
rights.
(g) Redemption of Series B-2 Preferred Stock.
(i) Optional Redemption. If AANA shall acquire all the then
outstanding shares of the Series B-2 Preferred Stock of LaSalle, LaSalle shall
have the option to redeem all but not less than all such outstanding shares of
Series B-2 Preferred Stock by giving written notice to the holders of the Series
B-2 Preferred Stock at a redemption price equal to the sum of the Liquidation
Preference therefor plus an amount equal to all accrued and unpaid dividends
thereon (the "Series B-2 Redemption Price"), such redemption to occur on such
date as stated in LaSalle's Redemption Notice (as hereinafter defined).
(ii) Redemption Procedure.
1. Not more than 60 days prior to the date fixed for any
redemption of the Series B-2 Preferred Stock, written notice (the
"Series B-2 Redemption Notice") shall be mailed, postage prepaid, to
each holder of record of the Series B-2 Preferred Stock at its post
office address last shown on the records of LaSalle. The Series B-2
Redemption Notice shall state:
a. the date fixed for redemption and the Series
B-2 Redemption Price; and
b. that the holder is to surrender to LaSalle in
the manner and at the place designated, its certificate or
certificates representing the shares of the Series B-2
Preferred Stock to be redeemed.
c. On or before the date of redemption (the
"Redemption Date"), each holder of Series B-2 Preferred
Stock shall surrender the certificate or certificates
representing such shares of Series B-2 Preferred Stock to
LaSalle, in the manner and at the place designated in the
Redemption Notice, and thereupon the Series B-2 Redemption
Price for such shares shall be payable in cash on the
redemption date to the person whose name appears on such
certificate or certificates as the owner thereof, and each
surrendered certificate shall be cancelled and retired.
d. Unless LaSalle defaults in the payment in full
of the Series B-2 Redemption Price, dividends on the Series
B-2 Preferred Stock called for redemption shall cease to
accrue on the Series B-2 Redemption Date, and the holders of
such shares redeemed shall cease to have any further rights
with respect thereto on the Series B-2 Redemption Date,
other than to receive the Series B-2 Redemption Price
without interest.
IV. The designations, powers, preferences and rights of the Class C
Preferred Stock are as follows:
(a) Designation; Par Value; Number of Shares.
(i) The designation of such series of Preferred Stock shall be
"Class C Preferred Stock (hereinafter referred to as the "Class C Preferred
Stock") and the number of authorized shares constituting the Class C Preferred
Stock is Five Hundred Thousand (500,000). No fractional shares of Class C
Preferred Stock shall be issued. The Class C Preferred Stock shall be deemed a
separate class of Preferred Stock apart from any other series of Preferred
Stock.
(ii) The Class C Preferred Stock shall have a par value of One
Thousand Dollars ($1,000.00) per share.
(iii) Any shares of Class C Preferred Stock which at any time
have been redeemed by the Bank shall, after such redemption, have the status of
authorized but unissued shares of Preferred Stock, without designation as to
series until such shares are once more designated as part of a particular series
of Preferred Stock by the Board of Directors.
(b) Dividends.
(i)
1. Holders of shares of Class C Preferred Stock shall be
entitled to receive noncumulative cash dividends, payable quarterly in
arrears, when, as and if declared by the Board of Directors, or a duly
authorized committee thereof, out of funds legally available therefor,
from the date of original issuance of such shares to and including
December 15, 2001 and for each dividend period commencing on December
15, 2001 and on each March 15, June 15, September 15 and December 15
thereafter and ending on and including the day next preceding the
first day of the next dividend period (being hereinafter referred to
as a "Dividend Period") at a variable rate equal to 65% of Three-Month
LIBOR plus 25 basis points (.25%) reset quarterly in perpetuity.
"Three-Month LIBOR" for any Dividend Period means the rate
for deposits in U.S. dollars having a term of three months, commencing
on the first day of such Dividend Period (a "Reset Date"), which
appears on Page 3750 on Bridge Telerate Inc. or any successor page
(the "Telerate LIBOR Page") at approximately 11:00 a.m., London time,
on the day that is two London banking days preceding such Reset Date.
If such rate does not appear on the Telerate LIBOR Page, the rate for
such Reset Date will mean the rate at which deposits in U.S. dollars
are offered by four major banks in the London interbank market (the
"Reference Banks") at approximately 11:00 a.m., London time, on the
day that is two London banking days preceding such Reset Date to prime
banks in the London interbank market for a period of three months
commencing from such Reset Date and in a representative amount. The
Bank and its agents will request the principal London office of each
of the Reference Banks to provide a quotation of such rate. If at
least two such quotations are provided, the rate for such Reset Date
will be the arithmetic mean of the quotations. If fewer than two
quotations are provided as requested, the rate for such Reset Date
will be the arithmetic mean of the rates quoted by three major banks
in New York City, selected by the Bank or its agents, at approximately
11:00 a.m., New York City time, on such Reset Date for loans in U.S.
dollars to leading European banks for a period of three months
commencing on such Reset Date and in a representative amount.
2. Dividends as provided for in this Section (b) shall
accrue from the date of original issuance and shall be payable when,
as and if declared by the Board of Directors, or a duly authorized
committee thereof, out of funds legally available therefor, quarterly
in arrears on each March 15, June 15, September 15 and December 15 in
each year, commencing December 15, 2001 (each, a "Dividend Payment
Date"), to the holders of record on such respective dates. No
interest, or sum of money in lieu of interest, shall be payable in
respect of any dividend that is not paid when it accrues.
(ii) Dividends on shares of Class C Preferred Stock shall be
noncumulative so that if a dividend on the shares of Class C Preferred Stock
with respect to any Dividend Period is not declared by the Board of Directors,
or any duly authorized committee thereof, then the Bank shall have no obligation
at any time to pay a dividend on the shares of Class C Preferred Stock in
respect of such Dividend Period. Holders of the shares of Class C Preferred
Stock shall not be entitled to any dividends, whether payable in cash, property
or stock, in excess of the noncumulative dividends declared by the Board of
Directors, or a duly authorized committee thereof, as set forth herein.
Notwithstanding anything contained herein to the contrary, if a dividend on any
shares of Class C Preferred Stock is not declared by the Board of Directors, or
any duly authorized committee thereof, no adjustments thereon shall be payable
for such Dividend Period.
(iii) No full dividends shall be declared or paid or set apart
for payment on any share of any series of Preferred Stock or any share of any
other class of stock, or series thereof, in any such case ranking on a parity
with or junior to the Class C Preferred Stock as to dividends, unless full
dividends for the then current Dividend Period on the Class C Preferred Stock
have been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for such payment. When dividends
are not paid in full upon the Class C Preferred Stock and any other series of
Preferred Stock or any other class of stock, or series thereof, in any such case
ranking on a parity with the Class C Preferred Stock as to dividends, in any
such case all dividends declared upon the Class C Preferred Stock and such other
series or class of stock shall be declared pro rata so that the amount of
dividends declared per share on the Class C Preferred Stock and such other
series or class of stock shall in all cases bear the same ratio that accrued
dividends per share (which in the case of the Class C Preferred Stock shall not
include any accumulation in respect of undeclared or unpaid dividends for prior
Dividend Periods unless previously declared and without interest) on the Class C
Preferred Stock and on such other series or class of stock bear to each other.
(iv) So long as any shares of Class C Preferred Stock shall be
outstanding, unless full dividends on all outstanding shares of Class C
Preferred Stock shall have been declared and paid or set apart for payment for
the immediately preceding Dividend Period and except as provided in Section
(b)(iii), (i) no dividend (other than a dividend in Common Stock or in any other
stock of the Bank ranking junior to the Class C Preferred Stock as to dividends
and distribution of assets upon liquidation, dissolution or winding up) shall be
declared and paid or set aside for payment, or other distribution declared or
made, on the Common Stock or on any other stock ranking junior to or on a parity
with Class C Preferred Stock as to dividends or distribution of assets upon
liquidation, dissolution or winding up, and (ii) no shares of Common Stock or
shares of any other stock of the Bank ranking junior to or on a parity with
Class C Preferred Stock as to dividends or distribution of assets upon
liquidation, dissolution or winding up shall be redeemed, purchased or otherwise
acquired for any consideration by the Bank or any subsidiary of the Bank (nor
shall any moneys be paid to or made available for a sinking or other fund for
the redemption, purchase or other acquisition of any shares of any such stock),
other than by conversion into or exchange for Common Stock or any other stock of
the Bank ranking junior to Class C Preferred Stock as to dividends and
distribution of assets upon liquidation, dissolution or winding up.
(c) Redemption.
(i) Issued and outstanding shares of Class C Preferred Stock are
not redeemable prior to December 15, 2006. On and after such date, the shares of
the Class C Preferred Stock will be redeemable at the option of the Bank, in
whole or in part, at any time or from time to time on not more than 60 days'
notice at $1,000 per share plus an amount equal to accrued and unpaid dividends
for the then-current Dividend Period, if declared (without accumulation of any
unpaid dividends for prior Dividend Periods unless previously declared and
without interest) to the date fixed for redemption; provided, however, that in
the case of a redemption in part, no holder's shares shall be redeemed if after
giving effect to such redemption such holder would hold fewer than 250 shares of
Class C Preferred Stock. Redemptions of the Class C Preferred Stock shall be in
aggregate increments of $250,000.
(ii)
1. In the event the Bank shall redeem shares of Class C
Preferred Stock, notice of such redemption shall be given by
first-class mail, postage prepaid, mailed not more than 60 days prior
to the date fixed for redemption, to each holder of record of the
shares to be redeemed, at such holder's address as the same appears on
the books of the Bank. Each such notice shall state: (A) the date
fixed for redemption; (B) the number of shares of Class C Preferred
Stock to be redeemed and, if less than all of the shares of Class C
Preferred Stock held by such holder are to be redeemed, the number of
such shares (and the certificate numbers of such shares) to be
redeemed from such holder; (C) the redemption price (specifying the
amount of accrued and unpaid dividends to be included therein) and the
manner in which such redemption price is to be paid and delivered; (D)
the place or places where certificates for such shares are to be
surrendered for payment of the redemption price; (E) that dividends on
the shares to be redeemed will cease to accrue as of the date fixed
for redemption; and (F) the provision hereunder pursuant to which such
redemption is being made. No defect in the notice of redemption or in
the mailing thereof shall affect the validity of the redemption
proceedings, and the failure to give notice to any holder of shares of
Class C Preferred Stock to be so redeemed shall not affect the
validity of the notice given to the other holders of shares of Class C
Preferred Stock to be so redeemed.
2. Notice having been so mailed as aforesaid, from and after
the date fixed for redemption (unless default shall be made by the
Bank in providing funds for the payment of the redemption price),
dividends shall cease to accumulate on the shares of Class C Preferred
Stock (except the right to receive from the Bank the redemption price
against delivery of such shares, but without interest), and such
shares shall no longer be deemed to be outstanding. The Bank's
obligation to provide funds in accordance with the preceding sentence
shall be deemed fulfilled if, on or before 12:00 noon, Chicago time,
on the date fixed for redemption, the Bank shall either set aside
adequate funds to effect such redemption or deposit such funds with
any bank or trust company organized and in good standing under the
laws of the United States and the State of Delaware that was named in
the notice of redemption, with instructions that such funds be
distributed to the respective holders of shares of the Class C
Preferred Stock to be redeemed on endorsement and surrender of their
certificates.
3. If such notice of redemption shall have been duly mailed
and if on or before the redemption date specified therein the funds
necessary for such redemption shall have been set aside or deposited
by the Bank for the pro rata benefit of the holders of the shares of
Class C Preferred Stock called for redemption, then, notwithstanding
that any certificate for shares of Class C Preferred Stock so called
for redemption shall not have been surrendered for cancellation, from
and after the time of such deposit, all shares of Class C Preferred
Stock so called for redemption shall no longer be deemed to be
outstanding and all rights with respect to such shares of Class C
Preferred Stock shall forthwith cease and terminate, except for the
right of the holders thereof to receive the redemption price from the
Bank at any time after the time the funds were deposited or set aside
by the Bank, without any interest thereon.
4. Any interest accrued on funds set aside or deposited by
the Bank in connection with any redemption of shares of Class C
Preferred Stock shall be paid to the Bank from time to time and the
holders of any such shares to be redeemed with such money shall have
no claim to any such interest. Any funds set aside or deposited by the
Bank and unclaimed at the end of two years from any redemption date
shall be repaid or released to the Bank, after which the holder or
holders of shares of Class C Preferred Stock so called for redemption
shall look only to the Bank for payment of the redemption price,
without any interest thereon.
(iii) Upon surrender in accordance with such notice of the
certificate for any shares to be redeemed (properly endorsed or assigned for
transfer), such shares shall be redeemed by the Bank at the applicable
redemption price. If less than all the outstanding shares of Class C Preferred
Stock are to be redeemed, such shares shall be redeemed on a pro rata basis
(with adjustments to eliminate fractions).
(iv) In no event shall the Bank redeem less than all the
outstanding shares of Class C Preferred Stock unless dividends for the
then-current Dividend Period (without accumulation of any accrued and unpaid
dividends for prior Dividend Periods unless previously declared and without
interest) to the date fixed for redemption shall have been declared and paid or
set apart for payment on all outstanding shares of Class C Preferred Stock;
provided, however, that the foregoing shall not prevent, if otherwise permitted,
the purchase or acquisition by the Bank of shares of Class C Preferred Stock
pursuant to a tender or exchange offer made on the same terms to holders of all
the outstanding shares of Class C Preferred Stock and mailed to the holders of
record of all such outstanding shares at such holders' addresses as the same
appear on the books of the Bank; and provided further that if some, but less
than all, of the shares of Class C Preferred Stock are to be purchased or
otherwise acquired pursuant to such tender or exchange offer and the number of
shares so tendered exceeds the number of shares so to be purchased or otherwise
acquired by the Bank, the shares of Class C Preferred Stock so tendered shall be
purchased or otherwise acquired by the Bank on a pro rata basis (with
adjustments to eliminate fractions) according to the number of such shares duly
tendered by each holder so tendering shares of Class C Preferred Stock for such
purchase or exchange.
(v) Notwithstanding anything contained herein to the contrary,
any optional redemption of shares of Class C Preferred Stock will be subject to
the approval of the Office of the Comptroller of the Currency unless at such
time its approval is not required.
(d) Liquidation Preference.
(i) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Bank, the holders of shares of Class C
Preferred Stock shall be entitled to receive out of the assets of the Bank
available for distribution to stockholders, before any distribution of assets
shall be made to the holders of shares of Common Stock or of any other class or
series of stock ranking junior to the Class C Preferred Stock as to such a
distribution, an amount equal to $1,000.00 per share, plus an amount equal to
any accrued and unpaid dividends (whether or not declared) for the then-current
Dividend Period (without accumulation of any accrued and unpaid dividends for
prior Dividend Periods, unless previously declared and without interest) to the
date fixed for payment of such distribution.
(ii) If upon any voluntary or involuntary liquidation,
dissolution or winding up of the Bank, the amounts payable with respect to
shares of Class C Preferred Stock and shares of any other class or series of
stock of the Bank ranking on a parity with the Class C Preferred Stock as to any
such distribution are not paid in full, the holders of shares of Class C
Preferred Stock and the holders of shares of such other class or series of stock
shall share ratably in any such distribution of assets of the Bank in proportion
to the respective full preferential amounts to which they are entitled.
(iii) After payment to the holders of shares of Class C Preferred
Stock of the full preferential amounts provided for in this Section (d), the
holders of such shares shall not be entitled to any further participation in any
distribution of assets by the Bank.
(iv) The consolidation or merger of the Bank with or into any
other corporation or corporations, or the sale, lease or conveyance of all or
substantially all the assets of the Bank, whether for cash, shares of stock,
securities or properties, shall not be regarded as a liquidation, dissolution or
winding up of the Bank within the meaning of this Section (d).
(e) Conversion and Exchange. The holders of shares of Class C
Preferred Stock shall not have any rights to convert such shares into or to
exchange such shares for shares of Common Stock, any other class or classes of
capital stock (or any other security) or any other series of any class or
classes of capital stock (or any other security) of the Bank.
(f) Voting Rights.
(i) Holders of shares of Class C Preferred Stock shall have no
voting rights, either general or special, except as expressly provided by
applicable law or as specified in this Section (f).
(ii) So long as any shares of Class C Preferred Stock remain
outstanding, without the consent of the holders of shares entitled to cast at
least a majority of the votes entitled to be cast by the holders of the total
number of shares of Class C Preferred Stock then outstanding, voting as a class,
with the holders of shares of Class C Preferred Stock being entitled to cast one
vote per share thereon (based on a liquidation preference of $1,000.00 per
share), the Bank may not alter or change the provisions of the Articles of
Association, as amended from time to time, or the By-laws of the Bank so as to
adversely affect the voting power, preferences or special rights of the holders
of shares of Class C Preferred Stock or such other series of Preferred Stock;
provided, however, that if any such alteration or change would adversely affect
the voting power, preferences or special rights of only the shares of Class C
Preferred Stock, then such alteration or change may be effected only with the
consent of at least two-thirds of the holders of shares of Class C Preferred
Stock then outstanding; and, provided, further, that an increase in the
authorized amount of Preferred Stock or the creation of any class or series of
stock ranking on parity with or junior to the shares of Class C Preferred Stock
as to dividends and/or distributions of assets upon liquidation, dissolution or
winding up shall not be deemed to adversely affect the voting power, preferences
or special rights of the holders of shares of Class C Preferred Stock. The
foregoing voting provisions shall not apply if, at or prior to the time when the
act with respect to which such voting would otherwise be required occurs, all
outstanding shares of Class C Preferred Stock shall have been (x) redeemed or
called for redemption and sufficient funds shall have been set aside or
deposited by the Bank to effect such redemption in accordance with Section
(c)(ii)(2) or (c)(ii)(3) hereof, or (y) purchased or otherwise acquired and
canceled.
(g) Priority as to Certain Distributions. As a series of Preferred
Stock, the shares of Class C Preferred Stock shall be entitled to such rights
and priorities, and subject to such limitations, as to dividends as are set
forth in these resolutions and in the Articles of Association.
(h) Sinking Fund. No sinking fund shall be provided for the purchase
or redemption of shares of the Class C Preferred Stock.
(i) Ranking. Without limitation to any provision set forth herein or
in the Articles of Association, it is hereby confirmed and expressly declared
that the Class C Preferred Stock will rank pari passu to the Class A Preferred
Stock and will rank junior to the Series B-1 Preferred Stock and the Series B-2
Preferred Stock as to dividends or distributions of assets upon liquidation,
dissolution or winding up of the Bank.
For purposes hereof, any class or series of stock of the Bank shall be
deemed to rank:
(i) prior to the Class C Preferred Stock as to dividends or
distribution of assets upon liquidation, dissolution or winding up, if the
holders of such class or series shall be entitled to the receipt of dividends or
of amounts distributable upon liquidation, dissolution or winding up, as the
case may be, in preference or priority to the holders of Class C Preferred
Stock;
(ii) on a parity with the Class C Preferred Stock as to dividends
or distribution of assets upon liquidation, dissolution or winding up, whether
or not the dividend rates, Dividend Payment Dates, redemption prices or
liquidation preferences per share thereof are different from those of the Class
C Preferred Stock, if the holders of such class or series of stock and of the
Class C Preferred Stock shall be entitled to the receipt of dividends or of
amounts distributable upon liquidation, dissolution or winding up, as the case
may be, in proportion to their respective dividend amounts or liquidation
preferences, without preference or priority to the holders of Class C Preferred
Stock; and
(iii) junior to the Class C Preferred Stock as to dividends or
distribution of assets upon liquidation, dissolution or winding up, if such
stock shall be Common Stock or if the holders of the Class C Preferred Stock
shall be entitled to the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in preference or
priority to the holders of shares of such class or series.
(j) Exclusion of Other Rights. Unless otherwise required by law,
shares of Class C Preferred Stock shall not have any rights, including
preemptive rights, or preferences other than those specifically set forth herein
or as provided by applicable law.
(k) Notices. All notices or communications, unless otherwise
specified in the By-laws of the Bank, the Articles of Association or otherwise
in these resolutions, shall be sufficiently given if in writing and delivered in
person or mailed by first-class mail, postage prepaid. Notice shall be deemed
given on the earlier of the date received or the date such notice is mailed.
(l) Miscellaneous. The Board of Directors may interpret the
provisions hereof to resolve any inconsistency or ambiguity which may arise or
be revealed and if such inconsistency or ambiguity reflects an inaccurate
provision hereof, the Board of Directors may, in appropriate circumstances,
authorize the filing of a Certificate of Correction pursuant to Delaware law.
(m) Change in Number of Shares. As provided in the Articles of
Association but subject to applicable law, the Board of Directors may increase
or decrease the number of shares of this Series of Preferred Stock subsequent to
the issuance of shares of this series, but not below the number of shares of
Class C Preferred Stock then outstanding.
(n) Unit Restrictions. The shares of Class C Preferred Stock shall
be offered in units consisting of at least 250 shares (minimum $250,000
aggregate liquidation preference). In no event may fewer than all of a holder's
shares be transferred unless thereafter such holder retains, and each transferee
holds, at least 250 shares of Class C Preferred Stock.
(o) Captions. The captions and headings set forth in these
resolutions are for convenience of reference only and are not a part of, nor
shall they affect the interpretation or construction of, these resolutions.
The amendment of the Articles of Association herein certified has been duly
adopted in accordance with the laws of the United States.
IN WITNESS WHEREOF, the undersigned has made and subscribed this
Certificate of Amendment this 14th day of November, 2001.
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Carol L. Tenyak
--------------------
Name: Carol L. Tenyak
Title: Group Senior Vice President & Secretary
EXHIBIT 4
BYLAWS OF LASALLE BANK NATIONAL ASSOCIATION
As amended and restated January 22, 2003
BYLAWS
OF
LASALLE BANK NATIONAL ASSOCIATION
(a National Banking Association which association
is herein referred to as the "bank" or the "association")
ARTICLE I
MEETINGS OF THE SHAREHOLDERS
SECTION 1.1. ANNUAL MEETING. The regular annual meeting of the
shareholders to elect directors and transact whatever other business may
properly come before the meeting, shall be held at the main office of the
association, 135 South LaSalle Street, Chicago, Illinois, at 8:30 A.M. on the
third Wednesday of May of each year, or at such other place, within or without
the state in which the bank's main office is located, or time as the board of
directors may designate. Notice of the meeting shall be mailed, postage prepaid,
or sent by confirmed facsimile, at least 10 days and no more than 60 days prior
to the date thereof, addressed to each shareholder at the address, or facsimile
number (as the case may be), appearing on the books of the association. If, for
any cause, an election of directors is not made on that date, an election shall
be held on some subsequent day, as soon thereafter as practicable but within 60
days of the date fixed, to be designated by the board of directors, or, if the
directors fail to fix the date, by shareholders representing two-thirds of the
shares.
SECTION 1.2. SPECIAL MEETINGS. Except as otherwise specifically
provided by statute, special meetings of the shareholders may be called for any
purpose at any time by the board of directors or by shareholders owning, in the
aggregate, not less than fifty percent of the stock of the association. Every
such special meeting, unless otherwise provided by law, shall be called by
mailing, postage prepaid, or sent by confirmed facsimile, not less than 10 days
prior nor more than 60 days prior to the date fixed for the meeting, to each
shareholder at the address, or facsimile number (as the case may be), appearing
on the books of the association, a notice stating the purpose of the meeting.
The board of directors may fix a record date for determining shareholders
entitled to notice and to vote at any meeting, in reasonable proximity to the
date of giving notice to the shareholders of such meeting. The record date for
determining shareholders entitled to demand a special meeting is the date the
first shareholder signs a demand for the meeting describing the purpose or
purposes for which it is to be held.
A special meeting may be called by shareholders or the board of directors to
amend the Articles of Association or Bylaws, whether or not such Bylaws may be
amended by the board in the absence of shareholder approval.
If an annual or special shareholders' meeting is adjourned to a different date,
time or place, notice need not be given of the new date, time or place, if the
new date, time or place is announced at the meeting before adjournment, unless
any additional items of business are to be considered, or the association
becomes aware of an intervening event materially affecting any matter to be
voted on more than 10 days prior to the date to which the meeting is adjourned.
If a new record date for the adjourned meeting is fixed, however, notice of the
adjourned meeting must be given to persons who are shareholders as of the new
record date.
SECTION 1.3 NOMINATIONS OF DIRECTORS. Nominations for election to the
board of directors may be made by the board of directors or by any stockholder
of any outstanding class of capital stock of the association entitled to vote
for the election of directors. Nominations, other than those made by or on
behalf of the existing management of the association, shall be made in writing
and shall be delivered or mailed to the president of the association not less
than 14 days nor more than 50 days prior to any meeting of shareholders called
for the election of directors; provided, however, that if less than 21 days'
notice of the meeting is given to shareholders, such nomination shall be mailed
or delivered to the president of the association no later than the close of
business on the seventh day following the day on which the notice of meeting was
mailed. Such notification shall contain the following information to the extent
known to the notifying shareholder:
(1) The name and address of each proposed nominee.
(2) The principal occupation of each proposed nominee.
(3) The total number of shares of capital stock of the association
that will be voted for each proposed nominee.
(4) The name and residence address of the notifying shareholder.
(5) The number of share of capital stock of the association owned by
the notifying shareholder.
Nominations not made in accordance herewith may, in his/her discretion, be
disregarded by the chairperson of the meeting, and upon his/her instructions,
the vote tellers may disregard all votes cast for each such nominee.
SECTION 1.4. JUDGES OF ELECTION. Every election of directors shall be
managed by three judges who shall be appointed by the board of directors. The
judges of election shall hold and conduct the election at which they are
appointed to serve. After the election, they shall file with the Secretary a
certificate signed by them, certifying the result thereof and the names of the
directors elected. The judges of election, at the request of the chairperson of
the meeting, shall act as tellers of any other vote by ballot taken at such
meeting, and shall certify the result thereof.
SECTION 1.5. PROXIES. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of this association shall act as proxy. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting. Proxies
shall be dated and filed with the records of the meeting. Proxies with facsimile
signatures may be used, and unexecuted proxies may be counted upon receipt of a
written confirmation from the shareholder. Proxies meeting the above
requirements submitted at any time during a meeting shall be accepted.
SECTION 1.6. QUORUM. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law, or by the shareholders or
directors pursuant to section 10.2; but less than a quorum may adjourn any
meeting, from time to time, and the meeting may be held, as adjourned, without
further notice. A majority of the votes cast shall decide every question or
matter submitted to the shareholders at any meeting, unless otherwise provided
by law or by the articles of association, or by the shareholders or directors
pursuant to section 9.2.
SECTION 1.7. WRITTEN CONSENT OF SHAREHOLDERS IN LIEU OF MEETING. To the
extent permitted by law, any action that may be taken at any meeting of
shareholders may be taken without a meeting, without prior notice, if a consent
in writing, setting forth the action so taken, shall be signed by all the
holders of outstanding shares entitled to vote thereon.
ARTICLE II
DIRECTORS
SECTION 2.1. BOARD OF DIRECTORS. The board of directors (board) shall
have the power to manage and administer the business and affairs of the
association. Except as expressly limited by law, all corporate powers of the
association shall be vested in and may be exercised by the board.
SECTION 2.2. NUMBER. The board shall consist of not less than five nor
more than twenty-five persons, the exact number within such minimum and maximum
limits to be fixed and determined from time to time by resolution of a majority
of the full board or by resolution of the shareholders at any meeting thereof,
or if such a resolution shall not be in effect, such number shall be five;
provided however, that a majority of the full board may not increase the number
of directors by more than two if the number of directors last elected by the
shareholders was fifteen or less and by not more than four where the number of
directors last elected by shareholders was sixteen or more, provided that in no
event shall the number of directors exceed twenty five.
SECTION 2.3. ORGANIZATION MEETING. The Secretary, upon receiving the
certificate of the judges of the result of any election, shall notify the
directors-elect of their election, and of the time at which they are required to
meet at the main office of the association, or at such other place as the board
may designate, to organize the new board and elect and appoint officers of the
association for the succeeding year. Such meeting shall be held on the day of
the election or as soon thereafter as practicable, and, in any event, within 30
days thereof. If, at the time fixed for such meeting, there shall not be a
quorum the directors present may adjourn the meeting, from time to time, until a
quorum is obtained.
SECTION 2.4. REGULAR MEETINGS. The regular meetings of the board shall
be held, without notice, on the such dates and at such times as shall be
established annually by the board at. Meetings shall be held at the main office
or at such other place, within or without the state in which the bank's main
office is located, as the board may designate. When any regular meeting of the
board falls upon a holiday, the meeting shall be held on the next banking
business day unless the board shall designate another day.
SECTION 2.5. SPECIAL MEETINGS. Special meetings of the board may be
called by the chairman of the board, the president of the association, or at the
request of three or more directors. Each member of the board shall be given
notice stating the time and place by telegram, first class mail, facsimile or
telephonic communications, or in person, of each special meeting.
SECTION 2.6. QUORUM. A majority of the director positions shall
constitute a quorum at any meeting, except when otherwise provided by law, or
the Bylaws, but a lesser number may adjourn any meeting, from time to time, and
the meeting may reconvene (as adjourned) without further notice. If the number
of directors is reduced below the number that would constitute a quorum, no
business may be transacted, except selecting directors to fill vacancies in
conformance with section 2.7.
SECTION 2.7. VACANCIES. When any vacancy occurs among the directors, a
majority of the remaining members of the board, according to the laws of the
United States, may appoint a director to fill such vacancy at any regular
meeting of the board or at a special meeting called for that purpose at which a
quorum is present, or if the directors remaining in office constitute fewer than
a quorum of the board, by the affirmative vote of a majority of all the
directors remaining in office, or by shareholders at a special meeting called
for that purpose, in conformance with section 1.2 of this article. At any such
shareholder meeting, each shareholder entitled to vote shall have the right to
multiply the number of votes he or she is entitled to cast by the number of
vacancies being filled and cast the product for a single candidate or distribute
the product among two or more candidates.
A vacancy that will occur at a specific later date (by reason of a resignation
effective at a later date) may be filled before the vacancy occurs, but the new
director may not take office until the vacancy occurs.
SECTION 2.8. RETIREMENT POLICY. A Retirement policy adopted by the
board shall be applicable to directors who are not active officers of the
association.
SECTION 2.9. WRITTEN CONSENT OF DIRECTORS IN LIEU OF MEETING. To the
extent permitted by law, any action that may be taken at any meeting of the
board or any committee thereof may be taken without a meeting, without prior
notice, if a consent in writing, setting forth the action so taken, shall be
signed by all the members of the board or of such committee, as the case may be.
SECTION 2.10. DIRECTOR QUALIFYING SHARES. Each director shall own a
qualifying equity interest in the association, as required by applicable law. In
the event that directors own common stock of the association, directors assign
and are deemed to have assigned the right to receive distributions (including
in-kind or non-cash distributions, and/or the cash equivalent thereof) on such
common stock; provided, however, that directors shall have the right to receive
quarterly cash distributions, if any, on the common stock of the association and
such other cash distributions as authorized by the board or an authorized
committee thereof.
ARTICLE III
COMMITTEES OF THE BOARD
SECTION 3.1. APPOINTMENT AND POWERS. The board of directors may, by
resolution passed by a majority of the number of directors, designate one or
more committees, by formal charter or otherwise. Each committee shall consist of
one or more of the directors of the association, and shall have and may exercise
such powers and authority of the board in the management of the business and
affairs of the association as shall be described in the resolution or charter
designating such committee. Any committee so designated may not:
(1) Authorize distributions of assets or dividends.
(2) Approve action required to be approved by shareholders.
(3) Fill vacancies on the board of directors or any of its
committees.
(4) Amend the Articles of Association.
(5) Adopt, amend, or repeal the Bylaws.
(6) Authorize or approve the issuance or sale, or contract for
sale, of shares, or determine the designation and relative
rights, preferences, and limitations of a class or series of
shares.
SECTION 3.2. HOLDING COMPANY COMMITTEES. Notwithstanding section 3.1 of
the bylaws, for so long as (a) the association is majority owned and controlled
by LaSalle Bank Corporation, and (b) the directors of LaSalle Bank Corporation
are also directors of the association, then the board of directors is authorized
to delegate, by resolution passed by a majority of the number of directors, to
duly empowered and authorized board committees of LaSalle Bank Corporation, such
powers and authorities as are described in the LaSalle Bank Corporation
resolutions or charters establishing such committees; provided, however, that
nothing in this section 3.2 shall be deemed to relieve the association's board
of directors from its responsibility to manage, supervise and administer the
business and affairs of the association
SECTION 3.3. AUDIT COMMITTEE. There shall be an audit committee of the
board composed of not less than three directors, exclusive of any active
officers of the association, appointed by the board annually or more often. The
duty of the audit committee shall be, at least once during each calendar year
and within 15 months of the last examination, to examine or cause suitable
examinations to be made by auditors responsible only to the board, of the
affairs of the association. The results of such examination shall be reported in
writing to the board at the next regular meeting thereafter. Such report shall
state whether the association is in a sound condition, and whether adequate
internal controls and procedures are being maintained and shall recommend to the
board such changes in the manner of conducting the affairs of the association as
shall be deemed advisable. The audit committee function may be delegated to a
committee of LaSalle Bank Corporation pursuant to section 3.2.
SECTION 3.4. TRUST COMMITTEES. There shall be such trust committee(s)
as may be described in Article V of these bylaws or as otherwise appointed by
the board in accordance with these bylaws and applicable law.
ARTICLE IV
OFFICERS AND EMPLOYEES
SECTION 4.1. CHAIRMAN OF THE BOARD. The board shall appoint one of its
members to be the chairman of the board to serve at its pleasure. The chairman
of the board shall preside at all meetings of the board. The chairman of the
board shall supervise the carrying out of the policies adopted or approved by
the board, and shall have general executive powers, as well as the specific
powers conferred by these bylaws. The chairman of the board shall also have and
may exercise such further powers and duties as from time to time may be
conferred, or assigned by the board. The chairman of the board shall be
ex-officio a member of all committees, except any audit committees.
SECTION 4.2. VICE CHAIRMAN OF THE BOARD. The board may appoint one or
more of its members to be vice chairman of the board. The vice-chairmen shall
perform such duties as may from time to time be assigned by the board.
SECTION 4.3. PRESIDENT. The board shall appoint one of its members to
be the president of the association. The president shall be the chief executive
officer of the association and, in the absence of the chairman, shall preside at
any meeting of the board. The president shall have general executive powers, and
shall have and may exercise any and all other powers and duties pertaining by
law, regulation, or practice, to the office of president, or imposed by these
bylaws. The president shall have general supervision of the business, affairs
and personnel of the association and in the absence of the chairman, shall
exercise the powers and perform the duties of the chairman of the board. The
president shall be ex officio a member of all committees, except the audit
committee and the trust audit committee. The president shall also have and may
exercise such further powers and duties as from time to time may be conferred,
or assigned by the board.
SECTION 4.4. CHIEF OPERATING OFFICER. The board may appoint a chief
operating officer. The chief operating officer shall perform such duties as may
from time to time be assigned by the board, the chairman of the board or
president.
SECTION 4.5. SENIOR OFFICERS. The board may appoint one or more
executive vice presidents, group senior vice presidents, and such other senior
officers as from time to time may appear to the board to be required or
desirable to transact the business of the association. Each senior officer shall
have such powers and duties as may be assigned to such person by the board, the
chairman of the board, or the president.
SECTION 4.6. OTHER OFFICERS. The board, the chairman of the board, or
the president may appoint one or more senior vice presidents, group vice
presidents, first vice presidents, vice presidents, assistant vice presidents,
trust officers, assistant trust officers, assistant secretaries, branch managers
and assistant branch managers, and such other officers and attorneys in fact as
from time to time may appear to the board, the chairman of the board, or the
president, as the case may be, to be required or desirable to transact the
business of the association. Such officers, respectively, shall exercise such
powers and perform such duties as pertain to their several offices or as may be
conferred upon, or assigned to them by the board, the chairman of the board, or
the president.
SECTION 4.7. SECRETARY. The board shall appoint a secretary who shall
be secretary of the board and of the association, and shall keep accurate
minutes of all meetings. The secretary shall attend to the giving of all notices
required by these Bylaws; shall be custodian of the corporate seal, records,
documents, and papers of the association; shall provide for the keeping of
proper records of all transactions of the association; shall have and may
exercise any and all other powers and duties pertaining by law, regulation, or
practice, to the office of secretary, or imposed by these Bylaws; and shall also
perform such other duties as may be assigned to such person from time to time,
by the board, the chairman of the board, or the president.
SECTION 4.8. CLERKS, EMPLOYEES AND AGENTS. The chairman of the board,
the president, or any other active officer of the association authorized by the
chairman of the board, or the president, may appoint and dismiss any non-officer
employee as they may deem necessary or advisable for the prompt and orderly
transaction of business of the association, define their duties, fix the
salaries or compensation to be paid them and the conditions of their employment.
SECTION 4.9. SURETY BONDS. All the active officers and employees of
this association may be covered by one of the blanket form bonds customarily
written by the surety companies, drawn for such an amount, and executed by such
surety company, as the board may from time to time require, and duly approve; or
at the discretion of the board, all such active officers and employees shall,
respectively, give such bond, with such security, and in such denominations as
the board may from time to time require and direct. All bonds approved by the
board shall assure the faithful and honest discharge of the respective duties of
such active officer or employee and shall provide that such active officer or
employee shall faithfully apply and account for all moneys, funds, valuables and
property of every kind and description that may from time to time come into such
person's hands or be entrusted to such person's care, and pay over and deliver
the same to the order of the board or to such other person or persons as may be
authorized to demand and receive the same.
SECTION 4.10. TERM OF OFFICE. All officers shall hold their respective
offices at the pleasure of the board, for the current year for which the board
was elected and until their successors are appointed, unless they shall resign,
become disqualified, or be removed; and any vacancy shall, if required by these
bylaws, be filled promptly according to the provisions of these bylaws.
SECTION 4.11. RESIGNATION. An officer may resign at any time by
delivering notice to the association. A resignation is effective when the notice
is given unless the notice specifies a later effective date.
ARTICLE V
FIDUCIARY SERVICES
SECTION 5.1. TRUST OFFICER. There shall be a trust officer of this
association whose duties shall be to manage, supervise and direct all the
fiduciary activities of the association. Such person shall do or cause to be
done all things necessary or proper in carrying on the fiduciary business of the
association according to provisions of law and applicable regulations; and shall
act pursuant to opinion of counsel where such opinion is deemed necessary.
Opinions of counsel shall be retained on file in connection with all-important
matters pertaining to fiduciary activities. The trust officer shall be
responsible for all assets and documents held by the association in connection
with fiduciary matters.
SECTION 5.2. TRUST AUDIT COMMITTEE. The board shall appoint a committee
of not less than two directors, including members ex-officio provided for in the
other sections of these bylaws, exclusive of any active officers of the
association, which shall at least once during each calendar year and within 15
months of the last such audit make suitable audits of the association's
fiduciary activities or cause suitable audits to be made by auditors responsible
only to the board, and at such time shall ascertain whether fiduciary powers
have been administered in accordance with law, Part 9 of the Regulations of the
Comptroller of the Currency, and sound fiduciary principles. Notwithstanding the
provisions of this Section, the board at any time may assign to the audit
committee, in addition to the duties of the audit committee set forth in Section
3.3 of these bylaws, all of the duties of the trust audit committee and during
such time as the audit committee is performing the duties of both committees,
the trust audit committee shall cease to function as a committee of the board.
The board at any time may reassign the duties provided for in this Section to
the trust audit committee. The trust audit committee function may be delegated
to a committee or committees of LaSalle Bank Corporation pursuant to section
3.2.
SECTION 5.3. FIDUCIARY FILES. There shall be maintained in the
association files all fiduciary records necessary to assure that its fiduciary
responsibilities have been properly undertaken and discharged.
SECTION 5.4. TRUST INVESTMENTS. Funds held in a fiduciary capacity
shall be invested according to the instrument establishing the fiduciary
relationship and local law. Where such instrument does not specify the character
and class of investments to be made and does not vest in the association a
discretion in the matter, funds held pursuant to such instrument shall be
invested in investments in which corporate fiduciaries may invest under local
law.
ARTICLE VI
STOCK AND STOCK CERTIFICATES
SECTION 6.1. TRANSFERS. Shares of stock shall be transferable on the
books of the association, and a transfer book shall be kept in which all
transfers of stock shall be recorded. Every person becoming a shareholder by
such transfer shall, in proportion to his or her shares, succeed to all rights
of the prior holder of such shares, except in the case of director qualifying
shares as described in section 2.10. The board of directors may impose
conditions upon the transfer of the stock reasonably calculated to simplify the
work of the association for stock transfers, voting at shareholder meetings, and
related matters, and to protect it against fraudulent transfers.
SECTION 6.2. STOCK CERTIFICATES. Certificates of stock shall bear the
signature of the president (which may be engraved, printed or impressed), and
shall be signed manually or by facsimile process by the secretary or an
assistant secretary, or any other officer appointed by the board for that
purpose, to be known as an authorized officer, and the seal of the association
shall be engraved thereon. Each certificate shall recite on its face that the
stock represented thereby is transferable only upon the books of the association
properly endorsed. The board of directors may adopt or use procedures for
replacing lost, stolen, or destroyed stock certificates as permitted by law.
The association may establish a procedure through which the beneficial owner of
shares that are registered in the name of a nominee may be recognized by the
association as the shareholder. The procedure may set forth:
(1) The types of nominees to which it applies.
(2) The rights or privileges that the association recognizes in a
beneficial owner.
(3) How the nominee may request the association to recognize the
beneficial owner as the shareholder.
(4) The information that must be provided when the procedure is
selected.
(5) The period over which the association will continue to recognize
the beneficial owner as the shareholder.
(6) Other aspects of the rights and duties created.
ARTICLE VII
CORPORATE SEAL
The president, the cashier, the secretary or any assistant cashier or
assistant secretary, trust officer or other officer thereunto designated by the
board, shall have authority to affix the corporate seal to any document
requiring such seal, and to attest the same. Such seal shall be substantially in
the form set forth herein.
( Impression )
( of )
( Seal )
ARTICLE VIII
INDEMNIFICATION
SECTION 8.1. DEFINITIONS. For purposes of this Article, the following
definitions will apply:
(1) Expenses include, without limitation, attorney fees and any
expenses of establishing a right to indemnification under this Article.
(2) Losses means the total amount, which the person becomes legally
obligated to pay in connection with any proceeding, including judgments, fines,
amounts paid in settlement, and expenses.
(3) Person means any director, officer, employee or agent of the bank..
(4) Proceeding means any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative, or investigative, and
whether internal or external to the bank.
SECTION 8.2. THIRD PARTY ACTIONS. The bank shall, to the fullest extent
allowed by applicable law and public policy, indemnify any person who was or is
a party or is threatened to be made a party to any proceeding (other than an
action by or in the right of the bank) by reason of the fact that he or she is
or was a director, officer, employee or agent of the bank, or is or was serving
at the request of the bank as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
losses actually and reasonably incurred by him or her in connection with such
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the bank, and, with
respect to any criminal action or proceeding had no reasonable cause to believe
his or her conduct was unlawful. The termination of any proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the bank, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
SECTION 8.3. ACTIONS BY OR IN THE RIGHT OF THE BANK. The bank shall, to
the fullest extent allowed by applicable law and public policy, indemnify any
person who was or is a party or otherwise becomes involved in any proceeding by
or in the right of the bank to procure a judgment in its favor by reason of the
fact that he or she is or was a director, officer, employee or agent of the
bank, or is or was serving at the request of the bank as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses actually and reasonably incurred by him or her
in connection with the defense or settlement of such action or suit if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the bank and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the bank unless and only to the extent
that the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
SECTION 8.4. SUCCESSFUL DEFENSE. To the extent that a director,
officer, employee or agent of the bank substantially prevails on the merits or
otherwise in defense of any proceeding referred to in Sections 8.2 or 8.3, or in
defense of any claim, issue or matter therein, he or she shall be indemnified
against expenses actually and reasonably incurred by him in connection
therewith.
SECTION 8.5 DETERMINATION OF CONDUCT. Any indemnification under
Sections 8.2 and 8.3 (unless ordered by a court) shall be made by the bank only
as authorized in the specific case upon a determination that indemnification of
the present or former director, officer, employee or agent is proper in the
circumstances because he or she has met the applicable standard of conduct set
forth in Sections 8.2 and 8.3. Such determination shall be made, with respect to
a person who is a director or officer at the time of such determination, (1) by
the board of directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2) by a committee
of such directors designated by majority vote of such directors, even though
less than a quorum, or (3) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (4) by the
stockholders.
SECTION 8.6. ADVANCE PAYMENT. Expenses incurred by a person in
defending a proceeding shall be paid by the bank in advance of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such person to repay such amount if it shall ultimately be determined that he or
she is not entitled to be indemnified by the bank as authorized in this Article.
Such expenses incurred by former directors, officers or other employees and
agents may be so paid upon such terms and conditions, if any, as the association
deems appropriate.
SECTION 8.7. ARTICLE NOT EXCLUSIVE. The indemnification and advancement
of expenses provided by, or granted pursuant to, this Article shall not be
deemed exclusive of any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under any statue, by-law, agreement,
vote of shareholders or disinterested directors or otherwise, both as to action
in his or her official capacity and as to action in another capacity while
holding office.
SECTION 8.8. INSURANCE. The bank shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the bank, or is or was serving at the request of the bank
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
him or her and incurred by him or her in any such capacity, or arising out of
his or her status as such, whether or not the bank would have the power to
indemnify him or her against such liability under the provisions of this
Article. To the extent such insurance is commercially available, the bank shall
maintain insurance designed to cover expenses associated with administrative or
civil enforcement actions which may be commenced by any federal or state banking
or administrative agency. This provision does not, however, authorize the bank
to purchase insurance covering civil money penalties or judgments assessed
against any person pursuant to final order by or settlement with an appropriate
bank regulatory agency.
SECTION 8.10. MERGED AND REORGANIZED ASSOCIATIONS. For purposes of this
Article, references to "the bank" or the "association" shall include, in
addition to the surviving association or corporation, any merging or
consolidating association or corporation (including any association or
corporation having merged or consolidated with a merging or consolidating
association or corporation) absorbed in a merger or consolidation which, if its
separate existence had continued, would have had the power and authority to
indemnify its directors, officers, employees and agents, so that any person who
was a director, officer, employee or agent of such merging or consolidating
association or corporation as a director, officer, employee or agent of another
association, corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article with
respect to the surviving association or corporation as such person would have
with respect to such merging association or corporation if its separate
existence had continued.
SECTION 8.11. EMPLOYEE BENEFIT PLANS. For purposes of this Article,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes, assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the bank [or association]" shall include any service as a director, officer,
employee or agent of the association which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to an
employee benefit plan, its participant, or beneficiaries.
SECTION 8.12. HEIRS, EXECUTORS AND ADMINISTRATORS. The indemnification
and advancement of expenses provided by, or granted pursuant to, this Article
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of heirs, executors and administrators of such a person.
SECTION 8.13. CHOICE OF LAW AND SEVERABILITY. The provisions of this
Article shall be interpreted in accordance with the Delaware General Corporation
Law, Del. Code Ann. Tit. 8 (as may be amended from time to time). The invalidity
or unenforceability of any provision of this Article VIII shall not affect the
validity or enforceability of the remaining provisions.
ARTICLE IX
MISCELLANEOUS PROVISIONS
SECTION 9.1. FISCAL YEAR. The fiscal year of the association shall be
the calendar year.
SECTION 9.2. EXECUTION OF INSTRUMENTS. Without limitation, all
agreements, contracts, bills of sale, assignments, powers of attorney, or of
substitution, indentures, mortgages, deeds, conveyances, transfers,
certificates, declarations, receipts, discharges, releases, satisfactions,
settlements, petitions, schedules, accounts, affidavits, bonds, debentures,
notes, undertakings, proxies and other instruments or documents (including
documents in connection with the purchase, sale, mortgage, exchange, lease,
assignment, transfer, management or handling in any way of any property, real or
personal, of any description, held or controlled by the bank, either in its own
right or in any fiduciary capacity) may be signed, executed, acknowledged,
verified, delivered or accepted on behalf of the association by the chairman,
the vice chairmen, the president, any executive vice president, group senior
vice president, senior vice president, group vice president, first vice
president, vice president or assistant vice president. 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, employees or agents
as the board, the chairman, the vice chairman, the president, or the chief
credit officer may from time to time direct. The provisions of this article are
supplementary to any other provision of these bylaws.
SECTION 9.3. RECORDS. The articles of association, the bylaws and the
proceedings of all meetings of the shareholders, the board, and standing
committees of the board, shall be recorded in appropriate minute books provided
for that purpose. The minutes of each meeting shall be signed by the secretary,
or other officer appointed to act as secretary of the meeting.
SECTION 9.4 CORPORATE GOVERNANCE PROCEDURES. To the extent not
inconsistent with applicable federal banking statutes, the corporate governance
procedures of the Delaware General Corporation Law, Del. Code Ann. Tit. 8 (as
may be amended from time to time).
ARTICLE X
BYLAWS
SECTION 10.1. INSPECTION. A copy of the bylaws, with all amendments,
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 10.2. AMENDMENTS. Except as provided by law, the bylaws may be
amended, altered or repealed, at any regular or special meeting of the board, by
a vote of a majority of the total number of the directors, or by consent
pursuant to section 2.9
EXHIBIT 7
COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE
LaSalle Bank N.A. Call Date: 9/30/2002 ST-BK: 17-1520 FFIEC 031
135 South LaSalle Street Page RC-1
Chicago, IL 60603 Vendor ID: D CERT: 15407 11
Transit Number: 71000505
Consolidated Report of Condition for Insured Commercial and
State-Chartered Savings Banks for September 30, 2002
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 RCFD
----
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1) 0081 1,782,351
b. Interest-bearing balances (2) 0071 85,432
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 310,429
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 19,539,500
3. Federal funds sold and securities purchased under agreements to resell
a. Federal funds sold in domestic offices B987 348,135
b. Securitites purchased under agreements to resell (3) B989 891,671
4. Loans and lease financing receivables (from schedule RC-C)
a. Loans and leases held for sale 5369 354,482
b. Loans and leases, net of unearned income B528 33,198,391
c. LESS: Allowance for loan and lease losses 3123 474,415
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c) B529 32,723,976
5. Trading assets (from Schedule RC-D) 3545 574,379
6. Premises and fixed assets (including capitalized leases) 2145 255,840
7. Other real estate owned (from Schedule RC-M) 2150 17,424
8. Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M) 2130 0
9. Customers' liability to this bank on acceptances outstanding 2155 22,391
10. Intangible assets (from Schedule RC-M)
a. Goodwill 3163 181,613
b. Other Intangible assets 0426 18,431
11. Other assets (from Schedule RC-F) 2160 2,162,467
12. Total assets (sum of items 1 through 11) 2170 92,941,327
- -------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
(3) Includes all securites resale agreements in domestic and foreign offies,
regardless of maturity.
LaSalle Bank N.A. Call Date: 9/30/2002 ST-BK: 17-1520 FFIEC 031
135 South LaSalle Street Page RC-2
Chicago, IL 60603 Vendor ID: D CERT: 15407 12
Transit Number: 71000505
Consolidated Report of Condition for Insured Commercial and
State-Chartered Savings Banks for September 30, 2002
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 - Continued
Dollar Amounts
in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of RCON
----
columns A and C from Schedule RC-E, part I) 2200 25,907,563
(1) Noninterest-bearing (1) 6631 5,131,890
(2) Interest-bearing 6636 20,775,673
RCFN
----
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from
Schedule RC-E, part II) 2200 5,168,939
(1) Noninterest-bearing 6631 0
(2) Interest-bearing 6636 5,168,939
RCON
----
14. Federal funds purchased and securities sold under agreements to
repurchase:
a. Federal funds purchased in domestic offices (2) B993 1,982,299
RCFD
----
b. Securities sold under agreements to repurchase (3) B995 3,266,533
15. Trading liabilities (from Schedule RC-D) 3548 210,786
16. Other borrowed money (includes mortgage indebtedness and obligations under 3190 13,042,661
capitalized leases): From schedule RC-M
17. Not applicable.
18. Bank's liability on acceptances executed and outstanding 2920 22,391
19. Subordinated notes and debentures (4) 3200 619,000
20. Other liabilities (from Schedule RC-G) 2930 4,576,936
21. Total liabilities (sum of items 13 through 20) 2948 85,873,610
22. Minority Interest in consolidated subsidiaries 3000 19,423
EQUITY CAPITAL
RCFD
----
23. Perpetual preferred stock and related surplus 3838 635,410
24. Common stock 3230 41,234
25. Surplus (exclude all surplus related to preferred stock) 3839 1,917,253
26. a.Retained Earnings 3632 1,796,532
b. Accumulated Other Comprehensive income.(5) B530 61,561
27. Other Equity capital components (6) 3284 0
28. Total equity capital (sum of items 23 through 27) 3210 4,451,990
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) 3300 90,345,023
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that RCFD Number
best describes the most comprehensive level of auditing work performed for the ----
bank by independent external auditors as of any date during 2001 6724 N/A
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Attestation on bank managements assertion on the effectiveness of the banks
internal control over financial reporting by a certified public accounting
firm. with generally accepted auditing standards by a certified public
accounting firm
4 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified accounting firm. (may be
required by state chartering authority)
5 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
6 = Review of the bank's financial statements by external auditors
7 = Compilation of the bank's financial statements by external auditors
8 = Other audit procedures (excluding tax preparation work)
9 = No external audit work
- -------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16
"other borrowed money."
(3) Includes all securities repurchased agreements in domestic and foreign
offices, regardless of maturity.
(4) Includes limited-life preferred stock and related surplus.
(5) Includes net unrealized holding gains(losses) on available for sale
securities, accumulated net gains (losses) on cash flow hedges,
cumulative foreign currency translation adjustments, and minimum pension
liability adjustments.
(6) Includes treasury stock and unearned Employee Stock Ownership plan
shares.
LaSalle Bank N.A. Call Date: 6/30/2002 ST-BK: 17-1520 FFIEC 031
135 South LaSalle Street Page RC-1
Chicago, IL 60603 Vendor ID: D CERT: 15407 11
Transit Number: 71000505
Consolidated Report of Condition for Insured Commercial and
State-Chartered Savings Banks for June 30, 2002
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): RCFD
----
a. Noninterest-bearing balances and currency and coin (1) 0081 1,564,884
b. Interest-bearing balances (2) 0071 50,107
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 347,045
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 19,501,708
3. Federal funds sold and securities purchased under agreements to resell
a. Federal funds sold in domestic offices B987 426,580
b. Securitites purchased under agreements to resell (3) B989 86,311
4. Loans and lease financing receivables (from schedule RC-C)
a. Loans and leases held for sale 5369 299,415
b. Loans and leases, net of unearned income B528 32,462,410
c. LESS: Allowance for loan and lease losses 3123 461,345
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c) B529 32,001,065
5. Trading assets (from Schedule RC-D) 3545 564,642
6. Premises and fixed assets (including capitalized leases) 2145 259,719
7. Other real estate owned (from Schedule RC-M) 2150 17,915
8. Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M) 2130 0
9. Customers' liability to this bank on acceptances outstanding 2155 17,856
10. Intangible assets (from Schedule RC-M)
a. Goodwill 3163 181,613
b. Other Intangible assets 0426 20,724
11. Other assets (from Schedule RC-F) 2160 3,061,195
12. Total assets (sum of items 1 through 11) 2170 91,324,534
- ---------------------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
(3) Includes all securites resale agreements in domestic and foreigh offies,
regardless of maturity.
LaSalle Bank N.A. Call Date: 6/30/2002 ST-BK: 17-1520 FFIEC 031
135 South LaSalle Street Page RC-2
Chicago, IL 60603 Vendor ID: D CERT: 15407 12
Transit Number: 71000505
Schedule RC - Continued
Dollar Amounts
in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
13. Deposits:
RCON
a. In domestic offices (sum of totals of ----
columns A and C from Schedule RC-E, part I) 2200 25,369,960
(1) Noninterest-bearing (1) 6631 4,665,014
(2) Interest-bearing 6636 20,704,946
RCFN
----
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from
Schedule RC-E, part II) 2200 5,279,486
(1) Noninterest-bearing 6631 0
(2) Interest-bearing 6636 5,279,486
RCON
----
14. Federal funds purchased and securities sold under agreements to
repurchase:
a. Federal funds purchased in domestic offices (2) B993 1,778,603
RCFD
----
b. Securities sold under agreements to repurchase (3) B995 3,223,442
15. Trading liabilities (from Schedule RC-D) 3548 210,229
16. Other borrowed money (includes mortgage indebtedness and obligations under 3190 12,764,731
capitalized leases): From schedule RC-M
17. Not applicable.
18. Bank's liability on acceptances executed and outstanding 2920 17,856
19. Subordinated notes and debentures (4) 3200 684,000
20. Other liabilities (from Schedule RC-G) 2930 4,671,726
21. Total liabilities (sum of items 13 through 20) 2948 84,649,479
22. Minority Interest in consolidated subsidiaries 3000 19,101
EQUITY CAPITAL
RCFD
----
23. Perpetual preferred stock and related surplus 3838 635,410
24. Common stock 3230 41,234
25. Surplus (exclude all surplus related to preferred stock) 3839 1,905,825
26. a.Retained Earnings 3632 1,732,491
b. Accumulated Other Comprehensive income.(5) B530 66,685
27. Other Equity capital components (6) 3284 0
28. Total equity capital (sum of items 23 through 27) 3210 4,381,645
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) 3300 89,050,225
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that RCFD Number
best describes the most comprehensive level of auditing work performed for the ----
bank by independent external auditors as of any date during 2001 6724 N/A
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Attestation on bank managements assertion on the effectiveness of the banks
internal control over financial reporting by a certified public accounting
firm. with generally accepted auditing standards by a certified public
accounting firm
4 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified accounting firm. (may be
required by state chartering authority)
5 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
6 = Review of the bank's financial statements by external auditors
7 = Compilation of the bank's financial statements by external auditors
8 = Other audit procedures (excluding tax preparation work)
9 = No external audit work
- -------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16
"other borrowed money."
(3) Includes all securities repurchased agreements in domestic and foreign
offices, regardless of maturity.
(4) Includes limited-life preferred stock and related surplus. (5) Includes
net unrealized holding gains(losses) on available for sale
securities, accumulated net gains (losses) on cash flow hedges,
cumulative foreign currency translation adjustments, and minimum pension
liability adjustments.
(6) Includes treasury stock and unearned Employee Stock Ownership plan
shares.