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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

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
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FIRST TRUST NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

36-4046888
(I.R.S. Employer
Identification No.)

400 NORTH MICHIGAN AVENUE, 60611
CHICAGO, ILLINOIS (Zip code)
(Address of principal
executive offices)

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G. M. CARROLL
FIRST TRUST NATIONAL ASSOCIATION
400 N. MICHIGAN AVENUE, FLOOR 2S
CHICAGO, ILLINOIS 60611
TELEPHONE (312) 836-6751

(Name, address, and telephone number of agent for service)

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BAXTER INTERNATIONAL INC.

(Exact name of obligor as specified in its charter)

DELAWARE 36-0781620
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

ONE BAXTER PARKWAY 60015
DEERFIELD, ILLINOIS (Zip code)
(Address of principal
executive offices)

DEBT SECURITIES
(Title of Indenture Securities)

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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.

Comptroller of the Currency, 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.

The obligor is not an affiliate of the trustee.

ITEM 3. VOTING SECURITIES OF THE TRUSTEE.

Furnish the following information as to each class of voting securities of
the Trustee:

AS OF JANUARY 9, 1997

COL. B
COL. A AMOUNT
TITLE OF CLASS OUTSTANDING
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Not applicable by virtue of response to Item 13.

ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.

If the Trustee is a Trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the following information:

(A) Title of the securities outstanding under each such other indenture.

Not applicable by virtue of response to Item 13.

(B) A brief statement of the facts relied upon as a basis for the claim
that no conflicting interest within the meaning of Section 310(b)(1) of the act
arises as a result of the Trusteeship under any such other indenture, including
a statement as to how the indenture securities will rank as compared with the
securities issued under such other indenture.

Not applicable by virtue of response to Item 13.

ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.

If the Trustee or any of the directors or executive officers of the Trustee
is a director, officer, partner, employee, appointee, or representative of the
obligor or of any underwriter for the obligor, identify each such person having
any such connection and state and nature of each such connection.

Not applicable by virtue of response to Item 13.

ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.

Furnish the following information as to the voting securities of the Trustee
owned beneficially by the obligor and each director, partner and executive
officer of the obligor.

AS OF JANUARY 9, 1997

COL. D
PERCENTAGE
OF VOTING
SECURITIES
REPRESENTED
COL. B COL. C BY AMOUNT
COL. A TITLE OF AMOUNT OWNED GIVEN IN
NAME OF OWNER CLASS BENEFICIALLY COL. C
- ----------------------------------------------------- --------- -------------- -----------

Not applicable by virtue of response to Item 13.

ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.

Furnish the following information as to the voting securities of the Trustee
owned beneficially by each underwriter for the obligor and each director,
partner, and executive officer of each such underwriter.

AS OF JANUARY 9, 1997

Not applicable by virtue of response to Item 13.

ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.

Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for obligations in default by the
Trustee:

AS OF JANUARY 9, 1997

COL. B COL. C
WHETHER THE AMOUNT OWNED COL. D
SECURITIES BENEFICIALLY OR HELD PERCENT OF
ARE VOTING AS COLLATERAL CLASS
OR SECURITY FOR REPRESENTED BY
COL. A NONVOTING OBLIGATIONS IN AMOUNT GIVEN IN
TITLE OF CLASS SECURITIES DEFAULT BY TRUSTEE COL. C
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Not applicable by virtue of response to Item 13.

ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.

If the Trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor, furnish
the following information as to each class of securities of such underwriter any
of which are so owned or held by the Trustee.

AS OF JANUARY 9, 1997

COL. C
AMOUNT OWNED COL. D
BENEFICIALLY OR HELD PERCENT OF
AS COLLATERAL CLASS
COL. B SECURITY FOR REPRESENTED BY
COL. A AMOUNT OBLIGATIONS IN AMOUNT GIVEN IN
NAME OF ISSUER AND TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
- ----------------------------------------- ----------- -------------------- ---------------

Not applicable by virtue of response to Item 13.

ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.

If the Trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge of
the Trustee (1) owns 10 percent or more of the voting securities of the obligor
or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the
following information as to the voting securities of such person.

AS OF JANUARY 9, 1997

Not applicable by virtue of response to Item 13.

ITEM 11. OWNERSHIP OF HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.

If the Trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of the
Trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such person
any of which are so owned or held by the Trustee.

AS OF JANUARY 9, 1997

Not applicable by virtue of response to Item 13.

ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.

Except as noted in the instructions, if the obligor is indebted to the
Trustee, furnish the following information:

AS OF JANUARY 9, 1997

COL. A COL. B COL. C
NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE
- ------------------------------------------------------------- ------------------- ----------

Not applicable by virtue of response to Item 13.

ITEM 13. DEFAULTS BY THE OBLIGOR.

(A) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.

There is not nor has there been a default with respect to the securities
under this indenture.

(B) If the Trustee is a Trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been a default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.

There is not nor has there been a default with respect to the securities
under this indenture. The trustee is not a trustee under another indenture under
which securities are outstanding.

ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.

If any underwriter is an affiliate of the Trustees, describe each such
affiliation.

Not applicable by virtue of response to Item 13.

ITEM 15. FOREIGN TRUSTEE.

Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be qualified
under the act.

Not applicable.

ITEM 16. LIST OF EXHIBITS.

List below all exhibits filed as a part of this statement of eligibility.

1. A copy of the Articles of Association of First Trust National
Association as now in effect, filed herewith.

2. A copy of the certificate of authority to commence business,
incorporated herein by reference to Exhibit 2 to T-1; Registration No. 33-64175.

3. A copy of the certificate of authority to exercise corporate trust
powers, incorporated herein by reference to Exhibit 3 to T-1; Registration No.
33-64175.

4. A copy of the existing By-Laws of First Trust National Association as
now in effect, incorporated herein by reference to Exhibit 4 to T-1;
Registration No. 33-64175.

5. Not applicable by virtue of response to Item 13.

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 to T-1;
Registration No. 33-64175.

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,
filed herewith.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, First Trust National Association, A National Banking Association
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, and State of
Illinois, as of the 9th day of January, 1997.

FIRST TRUST NATIONAL ASSOCIATION

By: /s/ G.M. CARROLL
-----------------------------------------
G.M. Carroll
VICE PRESIDENT AND
ASSISTANT SECRETARY

EXHIBIT 1

FIRST TRUST NATIONAL ASSOCIATION
AMENDED AND RESTATED ARTICLES OF ASSOCIATION

For the purpose of organizing an association to perform any lawful
activities of national banks, the undersigned do enter into the following
Amended and Restated Articles of Association:

FIRST. The title of this Association shall be "First Trust National
Association".

SECOND. The main office of this Association shall be in the City of Chicago,
County of Cook and State of Illinois. The business of this Association will be
limited to that of a national trust bank, and to support activities incidental
thereto. This Association will not amend these Articles of Association to expand
the scope of or alter its business beyond that stated in this Article Second
without the prior approval of the Comptroller of the Currency. Prior to the
transfer of any stock of the Association, the Association will seek the prior
approval of the appropriate federal depository institution regulatory agency.

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 shareholders at any annual or
special meeting thereof. Each director shall own common or preferred stock of
this Association with an aggregate par value of not less than $1,000, or common
or preferred stock of First Bank System, Inc. with an aggregate par, fair
market, or equity value of not less than $1,000, as of either (i) the date of
purchase, (ii) the date the person became a director or (iii) the date of that
person's most recent election to the board of directors, whichever is more
recent. Any combination of common or preferred stock of this Association or
First Bank System, Inc. may be used.

Any vacancy in the board of directors may be filled by action of a majority
of the remaining directors between meetings of shareholders. The board of
directors may not increase the number of directors between meetings of
shareholders to a number that (1) exceeds by more than two the number of
directors last elected by shareholders where the number was fifteen or less; and
(2) exceeds by more than four the number of directors last elected by
shareholders where the number was sixteen or more, but in no event shall the
number of directors exceed twenty-five.

Terms of directors, including directors selected to fill vacancies, shall
expire at the next regular meeting of shareholders at which directors are
elected, unless the directors resign or are removed from office.

Despite the expiration of a director's term, the director shall continue to
serve until his or her successor is elected and qualifies or until there is a
decrease in the number of directors and his or her position is eliminated.

Honorary or advisory members of the board of directors, without voting power
or power of final decision in matters concerning the business of this
Association, may be appointed by resolution of a majority of the full board of
directors, or by resolution of shareholders at any annual or special meeting.
Honorary or advisory directors shall not be counted for purposes of determining
the number of directors of this Association or the presence of a quorum in
connection with any board action, and shall not be required to own qualifying
shares.

FOURTH. There shall be an annual meeting of 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 therefore in the bylaws, or if
that day falls on a legal holiday in the State in which this Association is
located, on the next following banking day. If no election is held on the day
fixed, or in event of a legal holiday, an election may be held on any subsequent
day within sixty days of the day fixed, to be designated by the board of
directors,

or, if the directors fail to fix the day, by shareholders representing
two-thirds of the shares issued and outstanding. In all cases at least ten-days
advance notice of the meeting shall be given to the shareholders by first class
mail.

A director may resign at any time by delivering written or oral notice to
the board of directors, its chairperson, or to this Association, which
resignation shall be effective when the notice is delivered unless the notice
specifies a later effective date.

A director may be removed by shareholders at a meeting called to remove him
or her, when notice of the meeting stating that the purpose or one of the
purposes is to remove him or her is provided, if there is a failure to fulfill
one of the affirmative requirements for qualification, or for cause; PROVIDED,
HOWEVER, that a director may not be removed if the number of votes sufficient to
elect him or her under cumulative voting is voted against his or her removal.

FIFTH. The authorized amount of capital stock of this Association shall be
10,000 shares of common stock of the par value of one-hundred dollars ($100.00)
each; 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 this Association
shall have any preemptive or preferential right of subscription to any shares of
any class of stock of this Association, whether now or hereafter authorized, or
to any obligations convertible into stock of this Association, issued, or sold,
nor any right of subscription to any thereof other than such, if any, as the
board of directors, in its discretion may from time to time determine and at
such price as the board of directors may from time to time fix.

Unless otherwise specified in these Articles of Association or required by
law, (1) all matters requiring shareholder action, including amendments to the
articles of Association must be approved by shareholders owning a majority
voting interest in the outstanding voting stock, and (2) each shareholder shall
be entitled to one vote per share.

Unless otherwise provided in the bylaws, the record date for determining
shareholders entitled to notice of and to vote at any meeting is the close of
business on the day before the first notice is mailed or otherwise sent to the
shareholders, provided that in no event may a record date be more than seventy
days before the meeting.

SIXTH. The board of directors shall appoint one of its members president of
this Association and one of its members chairperson of the board. The board of
directors shall also have the power to appoint one or more vice presidents, a
secretary who shall keep minutes of the directors' and shareholders' meetings
and be responsible for authenticating the records of this 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 if authorized by the board of directors in accordance with
the bylaws.

The board of directors shall have the power to:

(1) Define the duties of the officers, employees, and agents of this
Association.

(2) Delegate the performance of its duties, but not the responsibility
for its duties, to the officers, employees, and agents of this Association.

(3) Fix the compensation and enter into employment contracts with its
officers and employees upon reasonable terms and conditions, consistent with
applicable law.

(4) Dismiss officers and employees.

(5) Require bonds from officers and employees and to fix the penalty
thereof.

(6) Ratify written policies authorized by this Association's management
or committees of the board.

(7) Regulate the manner in which any increase or decrease of the capital
of this Association shall be made; PROVIDED, HOWEVER, that nothing herein
shall restrict the power of shareholders to increase or decrease the capital
of this Association in accordance with law, and nothing shall raise or lower
from two-thirds the percentage required for shareholder approval to increase
or reduce the capital.

(8) Manage and administer the business and affairs of this Association.

(9) Adopt bylaws, not inconsistent with law or these Articles of
Association, for managing the business and regulating the affairs of this
Association.

(10) Amend or repeal bylaws, except to the extent that the articles of
Association reserve this power in whole or in part to shareholders.

(11) Make contracts.

(12) 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 the City 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 this Association to any
other location permitted under applicable law, without the approval of the
shareholders, subject to approval by the Comptroller of the Currency.

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 three (3) or more
shareholders owning, in the aggregate, not less than twenty-five percent (25%)
of the stock of this Association, may call a special meeting of shareholders at
any time. Unless otherwise provided by the bylaws or the laws of the United
States, or waived by shareholders, a notice of the time, place, and purpose of
every annual and special meeting of the shareholders shall be given by
first-class mail, postage prepaid, mailed at least ten, and no more than sixty,
days prior to the date of the meeting to each shareholder of record at his/her
address as shown upon the books of this Association. Unless otherwise provided
by these Articles of Association or the bylaws, any action requiring approval of
shareholders must be effected at a duly called annual or special meeting.

TENTH. Any action required to be taken at a meeting of the shareholders or
directors or any action that may be taken at a meeting of the shareholders or
directors may be taken without a meeting if consent in writing, setting forth
the action as taken shall be signed by all the shareholders or directors
entitled to vote with respect to the matter thereof. Such action shall be
effective on the date on which the last signature is placed on the writing, or
such earlier data as is set forth therein.

ELEVENTH. Meetings of the board of directors or shareholders, regular or
special, may be held by means of conference telephone or similar communication
equipment by means of which all persons participating in the meeting can
simultaneously hear each other, and participation in such meeting by such
aforementioned means shall constitute presence in person at such meeting.

TWELFTH. (a) Any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than any action
by or in the right of the Association) by reason of the fact that he 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,
shall be indemnified by the Association, unless similar indemnification is
provided by such other corporation, partnership, joint venture, trust or other
enterprise (any funds

received by any person as a result of the provisions of this Article being
deemed an advance against his receipt of any such other indemnification from any
such other corporation, partnership, joint venture, trust or other enterprise),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interest of the Association, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or 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 seeking indemnification did not act
in good faith and in a manner which he 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 reasonable cause to believe that his conduct
was unlawful.

(b) 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 such
person 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 corporation, partnership, joint venture, trust or other enterprise shall
be indemnified by the Association, unless similar indemnification is provided by
such other corporation, partnership, joint venture, trust or other enterprise
(any funds received by any person as a result of the provisions of this Article
being deemed an advance against his receipt of any such other indemnification
from any such other 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 suit if he acted in good faith and in a manner he 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 to the Association
unless and only to the extent that the Court of Chancery of the State of
Delaware 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
of the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

(c) To the extent that a director, officer, employee or agent of the
Association has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraphs (a) and (b), or in defense
of any claim, issue or matter therein, such person shall be indemnified by the
Association against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.

(d) Except as set forth in paragraph (c) of this Article, any
indemnification under paragraphs (a) and (b) of this Article (unless ordered by
the 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 such person has met the
applicable standard of conduct set forth in paragraphs (a) and (b) of this
Article. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.

(e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the Association in advance of the final disposition
of such action, suit or proceeding upon receipt of any undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Association. Such
expenses (including attorneys' fees) incurred by other

employees and agents may be so paid upon such terms and conditions, if any, as
the Board of Directors deems appropriate.

(f) The indemnification and advancement of expenses provided by this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification or seeking advancement of expenses may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in an official capacity and as to action in another capacity
while holding such office.

(g) By action of the Board of Directors, notwithstanding any interest of the
directors in the action, the Association may purchase and maintain insurance, in
such amounts as the Board of Directors deems appropriate, 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 shall have the power to indemnify him against such liability under
the provisions of this Article.

(h) For purpose of this Article, references to "the Association" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees or agents, so that any
person who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this Article with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.

(i) 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; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Association" as referred to in this
Article.

(j) The indemnification and advancement of expenses hereby provided 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 the heirs, executors and administrators of such person.

THIRTEENTH. These Articles of Association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount. This Association's board of directors may
propose one or more amendments to these Articles of Association for submission
to the shareholders.

IN WITNESS WHEREOF, we have hereunto set our hands as of the 10th day of
December, 1996, effective as of the acceptance thereof by the Comptroller of the
Currency.

EXHIBIT 7

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 1996

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
ASSETS

(LESS
RCON C200 THAN)
----------- --------- ----------
DOLLAR AMOUNTS IN
THOUSANDS

1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1)...................... 0081 75,779 1.a
b. Interest-bearing balances(2)............................................... 0071 0 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-8, column A)................. 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-8, column D)............... 1773 3,231 2.b
3. Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold......................................................... 0276 0 3.a
b. Securities purchased under agreements to resell............................ 0277 0 3.b
4. Loans and Lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C).............. 2122 0 4.a
b. LESS: Allowance for loan and lease losses.................................. 3123 0 4.b
c. LESS: Allocated transfer risk reserve...................................... 3128 0 4.c
d. Loans and leases, net of unearned income, allowances, and reserve (item 4.a
minus 4.b and 4.c)......................................................... 2125 0 4.d
5. Trading assets................................................................ 3545 0 5.
6. Premises and fixed assets (including capitalized leases)...................... 2145 112 6.
7. Other real estate owned (from Schedule RC-M).................................. 2150 0 7.
8. Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M)................................................................ 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding.................. 2155 0 9.
10. Intangible assets (from Schedule RC-M)........................................ 2143 26,407 10.
11. Other assets (from Schedule RC-F)............................................. 2160 2,692 11.
12. Total assets (sum of items 1 through 11)...................................... 2170 108,221 12.

- ------------------------

(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.

FIRST TRUST OF ILLINOIS, N.A.*
400 NORTH MICHIGAN AVENUE
CHICAGO, IL 60611

*Please note. As of midnight, December 31, 1996
First Trust of Illinois, N.A., changed its name to First Trust National
Association.

(LESS
RCON C200 THAN)
----------- --------- ----------
DOLLAR AMOUNTS IN
THOUSANDS

LIABILITIES
13. Deposits
a. In domestic offices (sum of totals of columns A and C from Schedule
RC-E)...................................................................... 2200 0 13.a
(1) Noninterest-bearing(1)................................................... 6631 0 13.a.1
(2) Interest-bearing......................................................... 6636 0 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs..............
(1) Noninterest-bearing......................................................
(2) Interest-bearing.........................................................
14. Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased.................................................... 0278 0 14.a
b. Securities sold under agreements to repurchase............................. 0279 0 14.b
15. a. Demand notes issued to the U.S. Treasury.................................. 2840 0 15.a
b. Trading liabilities........................................................ 3548 0 15.b
16. Other borrowed money:
a. With a remaining maturity of one year or less.............................. 2332 0 16.a
b. With a remaining maturity of more than one year............................ 2333 0 16.b
17. Mortgage indebtedness and obligations under capitalized leases................ 2910 0 17.
18. Bank's liability on acceptances executed and outstanding...................... 2920 0 18.
19. Subordinated notes and debentures............................................. 3200 0 19.
20. Other liabilities (from Schedule RC-G)........................................ 2930 1,730 20.
21. Total liabilities (sum of items 13 through 20)................................ 2948 1,730 21.
22. Limited-life preferred stock and related surplus.............................. 3282 0 22.

EQUITY CAPITAL
23. Perpetual preferred stock and related surplus................................. 3838 0 23.
24. Common stock.................................................................. 3230 1,000 24.
25. Surplus (exclude all surplus related to preferred stock)...................... 3839 106,712 25.
26. a. Undivided profits and capital reserves.................................... 3632 (1,221) 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities..... 8434 0 26.b
27. Cumulative foreign currency translation adjustments...........................
28. Total equity capital (sum of items 23 through 27)............................. 3210 106,491 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of
items 21, 22, and 28)......................................................... 3300 108,221 29.

MEMORANDUM
To be reported only with the March Report of Condition.

Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the bank
by independent external auditors as of any date during 1995.................... 6724 N/A M.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

/ / 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)

/ / Director's examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)

/ / Director's examination of the bank performed by other external auditors
(may be required by state chartering authority)

/ / Review of the bank's financial statements by external auditors

/ / Compilation of the bank's financial statements by external auditors

/ / Other audit procedures (excluding tax preparation work)

/ / No external audit work

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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.