1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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) ____
FIRST UNION NATIONAL BANK
(Name of Trustee)
22-1147033
(I.R.S. Employer Identification No.)
101 NORTHSIDE PLAZA, ELKTON, MARYLAND
(Address of Principal Executive Offices)
21921
(Zip Code)
AIR PRODUCTS AND CHEMICALS, INC.
(Exact name of registrants as specified in their charters)
DELAWARE
(State of Incorporation)
23-1274455
(I.R.S. Employer Identification No.)
7201 HAMILTON BOULEVARD
ALLENTOWN, PA 18195-1501
(610) 481-7351
(Address of Principal Executive Offices)
DEBT SECURITIES
Application relates to all securities registered pursuant
to the delayed offering registration statement.
(Title of Indenture Securities)
2
1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO
WHICH IT IS SUBJECT:
Comptroller of the Currency
United States Department of the Treasury
Washington, D.C. 20219
Federal Reserve Bank (3rd District)
Philadelphia, Pennsylvania 19106
Federal Deposit Insurance Corporation
Washington, D.C. 20429
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING SECURITIES
OF THE TRUSTEE:
Not applicable - see answer to item 13.
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:
Not applicable - see answer to item 13.
2
3
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 THE NATURE OF EACH SUCH CONNECTION.
Not applicable - see answer to item 13.
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:
Not applicable - see answer to item 13.
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:
Not applicable - see answer to item 13.
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:
Not applicable - see answer to item 13.
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:
Not applicable - see answer to item 13.
3
4
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 STOCK 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:
Not applicable - see answer to item 13.
11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
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:
Not applicable - see answer to item 13.
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:
Not applicable - see answer to item 13.
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.
None.
(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.
None.
4
5
14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
Not applicable - see answer to item 13.
15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE TRUSTEE IS AUTHORIZED
TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED UNDER THE
ACT.
Not applicable - trustee is a national banking association organized
under the laws of the United States.
16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY.
X 1. Copy of Articles of Association of the trustee as now in
--- effect.
--- 2. Copy of the Certificate of the Comptroller of the Currency
dated January 11, 1994, evidencing the authority of the trustee
to transact business.*
--- 3. Copy of the authorization of the trustee to exercise fiduciary
powers.*
X 4. Copy of existing by-laws of the trustee.
---
--- 5. Copy of each indenture referred to in Item 4, if the obligor is
in default, not applicable.
X 6. Consent of the trustee required by Section 321(b) of the Act.
---
X 7. Copy of report of condition of the trustee at the close of
--- business on December 31, 1996, published pursuant to the
requirements of its supervising authority.
--- 8. Copy of any order 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.
5
6
9. Consent to service of process required of foreign trustees
- --- pursuant to Rule 10a-4 under the Act, not applicable.
- ---------------------
*Previously filed with the Securities and Exchange Commission on
February 11, 1994 as an exhibit to Form T-1 in connection with Registration
Statement No. 22-73340 and incorporated herein by reference.
NOTE
The trustee disclaims responsibility for the accuracy or completeness
of information contained in this Statement of Eligibility and Qualification not
known to the trustee and not obtainable by it through reasonable investigation
and as to which information it has obtained from the obligor and has had to rely
or will obtain from the principal underwriters and will have to rely.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, First Union National Bank, 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 Elkton and State of Maryland, on
the 11th day of April, 1996.
FIRST UNION NATIONAL BANK
By: /s/John H. Clapham
------------------
John H. Clapham
Vice President
6
7
EXHIBIT 1
FIRST UNION NATIONAL BANK (EFF. 1/1/96)
(formerly First Fidelity Bank, National Association)
BYLAWS
ADOPTED: JANUARY 10, 1994; AMENDED APRIL 19, 1994
------------------------------
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The regular annual meeting of the shareholders
for the election of directors and transaction of whatever other business may
properly come before the meeting, shall be held at the Main Office of the
Association, or such other place as the Board of Directors may designate, at
10:00 A.M., on the second Thursday of April of each year or such other time
within 90 days as may be set by the Board of Directors. If, from any cause, an
election of directors is not made on the said day, the Board of Directors shall
order the election to be held on some subsequent day, as soon thereafter as
practicable, according to the provisions of the law; and notice thereof shall be
given in the manner herein provided for the annual meeting.
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 any one or more shareholders owning, in
the aggregate, not less than twenty-five percent of the stock of the
Association.
Section 1.3. Notice of Meetings. Notice of Annual and Special meetings
shall be mailed, postage prepaid, at least ten days prior to the date thereof,
addressed to each shareholder at his address appearing on the books of the
Association; but any failure to mail such notice, or any irregularity therein,
shall not affect the validity of such meeting, or of any of the proceedings
thereat. A shareholder may waive any such notice.
Section 1.4. Organization of Meetings. The Chairman shall preside at all
meetings of shareholders. In his absence, the President, or a director
designated by the Chairman shall preside at such meeting.
8
Section 1.5. Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing. Proxies shall be valid only
for one meeting to be specified therein, and any adjournments of such meeting.
Proxies shall be dated and shall be filed with the records of the meeting.
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. 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.
ARTICLE II
Directors
Section 2.1. Board of Directors. The Board of Directors (hereinafter
referred to as the "Board"), shall have 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 said 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; provided, however, that a majority of the full Board may not increase
the number of directors to a number which: (a) exceeds by more than two the
number of directors last elected by shareholders where such number was fifteen
or less; and (b) to a number which exceeds by more than four the number of
directors last elected by shareholders where such number was sixteen or more,
but in no event shall the number of directors exceed twenty-five.
8
9
Section 2.3. Organization Meeting. A meeting shall be held for the
purpose of organizing the new Board and electing and appointing officers of the
Association for the succeeding year on the day of the Annual Meeting of
Shareholders or as soon thereafter as practicable, and, in any event, within
thirty days thereof. If, at the time fixed for such meeting, there shall not be
a quorum present, 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 on such days and time as the directors may, by resolution, designate;
and written notice of any change thereof shall be sent to each member. When any
regular meeting of the Board falls upon a legal holiday, the meeting shall be
held on such other day as the Board may designate.
Section 2.5. Special Meetings. Special meetings of the Board may be
called by the Chairman of the Board, or President, or at the request of three
or more directors. Each director shall be given notice of each special meeting,
except the organization meeting, at least one day before it is to be held by
facsimile, telephone, telegram, letter or in person. Any director may waive any
such notice.
Section 2.6. Quorum. A majority of the directors shall constitute a
quorum at any meeting, except when otherwise provided by law; but a less number
may adjourn any meeting, from time to time, and the meeting may be held, as
adjourned without further notice.
Section 2.7. Term of Office and Vacancy. Directors shall hold office
for one year and until their successors are elected and have qualified. No
person shall stand for election as a director of this Association if at the
date of his election he will have passed his seventieth birthday; provided,
however, this prohibition shall not apply to persons who are active officers
of this Association, an affiliate bank, or its parent corporation, or a former
chief executive officer of the Association. No person, who is not an officer or
former officer of this Association, an affiliate bank, or its parent
corporation and who has discontinued the principal position or activity the
person held when
9
10
initially elected, shall be recommended to the shareholders for reelection;
provided, however, that exceptions may be made because of a change in principal
position or activity which would be compatible with continued service to this
Association. No person elected as a director may exercise any of the powers of
his office until he has taken the oath of office as prescribed by law. When any
vacancy occurs among the directors, the remaining members of the Board, in
accordance with 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.
Section 2.8. Nominations. Nominations for election to the Board may be
made by the Executive Committee or by any stockholder of any outstanding class
of capital stock of the Association entitled to vote for the election of
directors.
Section 2.9. Communications Equipment. Any or all directors may
participate in a meeting of the Board by means of conference telephone or any
means of communication by which all persons participating in the meeting are
able to hear each other.
Section 2.10. Action Without Meeting. Any action required or permitted
to be taken by the Board or committee thereof by law, the Association's Articles
of Association, or these Bylaws may be taken without a meeting, if, prior or
subsequent to the action, all members of the Board or committee shall
individually or collectively consent in writing to the action. Each written
consent or consents shall be filed with the minutes of the proceedings of the
Board or committee. Action by written consent shall have the same force and
effect as a unanimous vote of the directors, for all purposes. Any certificate
or other documents which relates to action so taken shall state that the action
was taken by unanimous written consent of the Board or committee without a
meeting.
ARTICLE III
Committees of the Board
Section 3.1. Executive Committee. The Board may by resolution
10
11
adopted by a majority of the entire Board designate an Executive Committee
consisting of the Chairman of the Board, the President, and not less than two
other directors. Subject to the national banking laws and the Association's
Articles of Association, the Executive Committee may exercise all the powers of
the Board of Directors with respect to the affairs of the Association, except
that the Executive Committee may not:
1. (a) exercise such powers while a quorum of the Board of Directors is
actually convened for the conduct of business,
(b) exercise any power specifically required to be exercised by at
least a majority of all the directors,
(c) act on matters committed by the Bylaws or resolution of the
Board of Directors to another committee of the board, or
(d) amend or repeal any resolution theretofore adopted by the Board
of Directors which by its terms is amendable or repealable only by the Board;
2. amend the Articles of Association or make, alter or repeal any Bylaw
of the Association;
3. elect or appoint any director, create or fill any vacancies in the
Board of Directors or remove any director, or authorize or approve any change
in the compensation of any officer of the Association who is also a director of
the Association;
4. authorize or approve issuance or sale or contract for sale of shares
of stock of the Association, or determine the designation and relative rights,
preferences and limitations of a class or series of shares;
5. adopt an agreement of merger or consolidation, or submit to
shareholders any action that requires shareholder approval, including any
recommendation to the shareholders concerning the sale, lease or exchange of
all or substantially all the Association's property and assets, a dissolution
of the Association or a revocation of a previously approved dissolution; or
6. authorize an expenditure by the Association in excess of $10 million
for any one item or group of related items.
11
12
The committee shall hold regular meetings at such times as the members shall
agree and whenever called by the chairman of the committee. A majority of the
committee shall constitute a quorum for the transaction of business. The
committee shall keep a record of its proceedings and shall report these
proceedings to the Board at the regular meetings thereof. The committee shall
serve as the nominating committee for nominations to the Board. The committee
shall provide oversight on all Community Reinvestment Act ("CRA") matters
pertaining to the Association. The committee shall also be responsible for
monitoring the CRA activities of the Association on an on-going basis and
making periodic reports on such CRA activity to the Board.
Section 3.2. Chairman of the Executive Committee. The Board may
designate one of its members to be Chairman of the Executive Committee who
shall preside at the meetings thereof and shall perform such duties as the
Board shall assign to him from time to time.
Section 3.3. Audit Committee. The Board shall appoint a committee of
three or more persons exclusive of the officers of this Association which
committee shall be known as the Audit Committee. It shall be the duty of his
committee at least once in every twelve months to examine the affairs of the
Association, and determine whether it is in a sound and solvent condition and
to recommend to the Board such changes in the manner of doing business, etc.,
as may seem to be desirable. The committee may cause such examination to be
made in its behalf and under its supervision by outside accountants and may
also use the services of any other persons either inside or outside the
Association to assist in its work. The results of such examination shall be
reported in writing to the Board.
Section 3.4. Audit of Trust Department. The Audit Committee shall, at
least once during each calendar year and within fifteen months of the last such
audit make suitable audits of the Trust Department or cause suitable audits to
be made by auditors responsible only to the Board, and at such time shall
ascertain whether the department has been administered in accordance with law,
Part 9 of the Regulations of the Comptroller of the Currency, and sound
fiduciary principles. In lieu of such periodic
12
13
audit the Audit Committee, at the election of the Board, may conduct or cause
to be conducted by auditors responsible only to the Board an adequate
continuous audit system adopted by the Board. A written report of such periodic
or continuous audit shall be made to the Board.
Section 3.5. Other Committees. The Board may appoint from time to time
other committees composed of one or more persons each, for such purposes and
with such powers as the Board may determine. The Chairman of the Board shall
have the power to designate another person to serve on any committee during the
absence or inability of any member thereof so to serve.
Section 3.6. Directors' Emeritus. The Board may designate one or more
persons to serve as Director Emeritus. Such Director Emeritus shall have the
right to attend any and all meetings of the Board, but shall have no vote at
such meetings. A person designated as Director Emeritus may serve in that
capacity for a period of three years.
Section 3.7. Alternate Committee Members. The Board may, from time to
time, appoint one or more, but no more than three persons to serve as alternate
members of a committee, each of whom shall be empowered to serve on that
committee in place of a regular committee member in the event of the absence or
disability of that committee member. An alternate committee member shall, when
serving on a committee, have all of the powers of a regular committee member.
Alternate committee members shall be notified of, and requested to serve at, a
particular meeting or meetings, or for particular periods of time, by or at the
direction of the chairman of the committee or the Chairman of the Board.
ARTICLE IV
Officers
Section 4.1a. Appointment. The senior officers of this Association
shall be chosen by the Board and shall be the Chairman of the Board, one
13
14
or more Vice Chairmen, the President, the Chief Financial Officer and such other
officers as in the judgment of the Board may be from time to time required. The
Chairman of the Board and the President shall be chosen from the Directors. The
Board may designate a person to serve as secretary of all meetings of the Board
and of the shareholders and the persons so designated shall keep accurate
minutes of such meetings.
Section 4.1b. Other Officers. The Chairman, the President, the Chief
Executive Officer, any Vice Chairman or any Senior Executive Vice President may
appoint such other officers with such titles and duties as he may designate.
Section 4.2. Term of Office. The officers who are required by the
articles of association or the bylaws to be members of the Board shall hold
their respective offices until the Organization meeting of the Board following
the annual meeting of shareholders or until their respective successors shall
have been elected, unless they shall resign, become disqualified or be removed
from office. Each other officer shall hold office at the pleasure of the Board.
Any officer may be removed at any time by the Board.
Section 4.3. Chairman of the Board. The chairman of the board shall be
designated as Chairman of the Board. He shall preside at all meetings of the
stockholders and directors and he shall be a member of all committees of the
Board except the Audit Committee. He shall have such other powers and perform
such other duties as may be prescribed from time to time by the Board. He shall
be subject only to the direction and control of the Board.
Section 4.4. President. The president shall be the chief executive
officer of the Association and he shall be designated as President and Chief
Executive Officer. In the absence of the Chairman the President shall preside at
all meetings of the Board. The President shall be a
14
15
member of each committee of the Board except the Audit Committee. He shall have
the powers and perform the duties conferred or imposed upon the President by
the national banking laws, and he shall have such other powers and perform such
other duties as may from time to time be imposed upon or assigned to him by the
Board.
Section 4.5. Chief Financial Officer. The Chief Financial Officer shall
have such title as may be designated by the Board and he shall be responsible
for all monies, funds and valuables of this Association, provide for the
keeping of proper records of all transactions of the Association, report to the
Board at each regular meeting the condition of the Association, submit to the
Board, when requested, a detailed statement of the income and expenses, be
responsible for the conduct and efficiency of all persons employed under him,
and perform such other duties as may be from time to time assigned to him by
the Board.
Section 4.6. Other Officers. All other officers shall respectively
exercise such powers and perform such duties as generally 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. Bond. Each officer and employee, if so required by the
Board, shall give bond with surety to be approved by the Board, conditioning
for the honest discharge of his duties as such officer or employee. In the
discretion of the Board, such bonds may be individual, schedule or blanket
form, and the premiums may be paid by the Association.
ARTICLE V
Trust Department
Section 5.1. Trust Department. There shall be a department of the
Association known as the Trust Department which shall perform the fiduciary
responsibilities of the Association.
Section 5.2. Trust Officer. There shall be a Trust Officer of this
15
16
Association whose duties shall be to manage, supervise and direct all the
activities of the Trust Department. Such persons shall do or cause to be done
all things necessary or proper in carrying on the business of the Trust
Department in accordance with the 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 fidicuary matters. The Trust Officer shall perform such other duties and
possess such other powers as from time to time shall be delegated to him by the
Chief Executive Officer, the Board, the Executive Committee or these bylaws. The
President may appoint such other officers of the Trust Department as it may deem
necessary or advisable with such duties as may be assigned and with such titles
as may be designated.
Section 5.3. Trust Investment. Funds held in a fiduciary capacity
shall be invested in accordance with the instrument establishing the fidicuary
relationship and local law. Where such instrument does not specify the character
and class of the investments to be made and does not vest in the Association a
discretion in the matter, funds held pursuant to such investment shall be
invested in investments in which corporate fiduciaries may invest under local
law.
ARTICLE VI
STOCK CERTIFICATES AND TRANSFERS
Section 6.1. Stock Certificates. Ownership of capital stock of the
Association shall be evidenced by certificates of stock signed by the
Chairman or President, and the Secretary, or an Assistant Secretary. Each
certificate shall state upon its face that the stock is transferable only
upon the books of the Association by the holder thereof, or by duly authorized
attorney, upon the surrender of such certificate, and shall
16
17
meet the requirements of Section 5139, United States Revised Statutes, as
amended.
Section 6.2. Transfers. The stock of this Association shall be
assignable and transferable only on the books of this Association, subject to
the restrictions and provisions of the national banking laws; and a transfer
book shall be provided in which all assignments and transfers of stock shall be
made. When stock is transferred, the certificates thereof shall be returned to
the Association, canceled, preserved and new certificates issued.
Section 6.3. Dividends. Dividends shall be paid to the shareholders in
whose names the stock shall stand at the close of business on the day next
preceding the date when the dividends are payable, provided, however, that the
directors may fix another date as a record date for the determination of the
shareholders entitled to receive payment thereof.
ARTICLE VII
Increase of Stock
Section 7.1. Capital Stock. Shares of the capital stock of the
Association, which have been authorized but not issued, may be issued from time
to time for such consideration, not less than the par value thereof, as may be
determined by the Board.
ARTICLE VIII
Corporate Seal
Section 8.1. Seal. The seal, an impression of which appears below, is
the seal of the Association as adopted by the Board of Directors:
[SEAL]
17
18
The Chairman of the Board, the Vice Chairman, the President, Senior
Executive Vice President, Executive Vice President, Senior Vice President, Vice
President, each Assistant Vice President, the Chief Financial Officer, the
Secretary, each Assistant Secretary, each Trust Officer, each Assistant Trust
Officer or each Assistant Cashier, shall have the authority to affix the
corporate seal of this Association and to attest to the same.
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. All agreements, contracts,
indentures, mortgages, deeds, conveyances, transfers, certificates,
declarations, receipts, discharges, releases, satisfactions, settlements,
petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and
other instruments or documents may be signed, executed, acknowledged, verified,
delivered or accepted in behalf of the Association by the Chairman of the
Board, or any Vice Chairman, or the President, or Senior Executive Vice
President, or Executive Vice President, or Senior Vice President, or Vice
President, or Assistant Vice President, or Chief Financial Officer, or the
Secretary, or Assistant Secretary, or, if in connection with the exercise of
fiduciary powers of the Association, by any of said officers or by any Trust
Officer or Assistant Trust Officer, to the extent authorized by the corporate
policy of the Association, as adopted and modified from time to time. Any such
instruments may also be executed, acknowledged, verified, delivered, or
accepted in behalf of the Association in such other manner and by such other
officers as the Board may from time to time direct.
Section 9.3. Records. The organization papers of this Association,
18
19
the articles of association, the bylaws and any amendments thereto, the
proceedings of all regular and special meetings of the shareholders and of the
directors, the returns of the judges of elections, and the reports of the
committees of directors shall be recorded in an appropriate minute book, and the
minutes of each meeting shall be signed by the Secretary or any other officer
appointed to act as secretary of the meeting.
Section 9.4. Banking Hours. This Association and its branch offices
shall be open on such days and during such hours as shall be fixed from time to
time by the Board.
Section 9.5. Voting Shares of Other Corporations. The Chairman, any Vice
Chairman, the President, or any Vice President is authorized to vote, represent
and exercise on behalf of this Association all rights incident to any and all
shares of stock of any other corporation standing in the name of the
Association. The authority granted herein may be exercised by such officers in
person or by proxy or by power of attorney duly executed by said officer.
ARTICLE X
Bylaws
Section 10.1. Inspection. A copy of the Bylaws, with all amendments
thereto, shall at all times be kept in a convenient place at the Head Office of
the Association, and shall be open for inspection to all shareholders, during
banking hours.
Section 10.2. Amendments. These Bylaws may be changed or amended at any
regular or special meeting of the Board by the vote of a majority of the
Directors.
19
20
EXHIBIT 4
FIRST UNION NATIONAL BANK
ARTICLES OF ASSOCIATION
(EFFECTIVE JANUARY 1, 1996)
For purposes of organizing an Association to carry on the business of
banking under the laws of the United States, the undersigned do enter into the
following Articles of Association:
FIRST. The title of this Association shall be First Union National Bank.
SECOND. The Main Office of the Association shall be in Elkton, County
of Cecil, State of Maryland. 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 the shareholders at any annual or special
meeting thereof. Each Director, during the full term of his directorship, shall
own a minimum of (a) $1,000 par value of stock of this Association or (b)
preferred or common stock of First Fidelity Bancorporation having (i) aggregate
par value equal to or greater than $1,000, (ii) aggregate shareholders' equity
equal to or greater than $1,000 or (iii) aggregate fair market value equal to
or greater than $1,000. Any vacancy in the Board of Directors may be filled by
action of the Board of Directors.
FOURTH. There shall be an annual meeting of the shareholders the
purpose of which shall be the election of Directors and the transaction of
whatever other business may be brought before said meeting. It shall be held at
the main office or other convenient place as the Board of Directors may
designate, on the day of each year specified therefor in the By-laws, but if no
election is held on that day, it may be held on any subsequent day according to
such lawful rules as may be presented by the
20
21
Board of Directors.
FIFTH. (A) General. The amount of capital stock of this Association
shall be (i) 25,000,000 shares of common stock of the par value of twenty
dollars ($20.00) each (the "Common Stock") and (ii) 160,540 shares of preferred
stock of the par value of one dollar ($1.00) each (the "Non-Cumulative
Preferred Stock"), having the rights, privileges and preferences set forth
below, but said capital stock may be increased or decreased from time to time
in accordance with the provisions of the laws of the United States.
(B) Terms of the Non-Cumulative Preferred Stock.
1. General. Each share of Non-Cumulative Preferred Stock shall be
identical in all respects with the other shares of Non-Cumulative Preferred
Stock. The authorized number of shares of Non-Cumulative Preferred Stock may
from time to time be increased or decreased (but not below the number then
outstanding) by the Board of Directors. Shares of Non-Cumulative Preferred
Stock redeemed by the Association shall be canceled and shall revert to
authorized but unissued shares of Non-Cumulative Preferred Stock.
2. Dividends.
(a) General. The holders of Non-Cumulative Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors, but
only out of funds legally available therefor, non-cumulative cash dividends at
the annual rate of $83.75 per share, and no more, payable quarterly on the
first days of December, March, June and September, respectively, in each year
with respect to the quarterly dividend period (or portion thereof) ending on
the day preceding such respective dividend payment date, to shareholders of
record on the respective date, not exceeding fifty days preceding such dividend
payment date, fixed for that purpose by the Board of Directors in advance of
payment of each particular
21
22
dividend. Notwithstanding the foregoing, the cash dividend to be paid on the
first dividend payment date after the initial issuance of Non-Cumulative
Preferred Stock and on any dividend payment date with respect to a partial
dividend period shall be $83.75 per share multiplied by the fraction produced by
dividing the number of days since such initial issuance or in such partial
dividend period, as the case may be, by 360.
(b) Non-Cumulative Dividends. Dividends on the shares of Non-Cumulative
Stock shall not be cumulative and no rights shall accrue to the holders of
shares of Non-Cumulative Preferred Stock by reason of the fact that the
Association may fail to declare or pay dividends on the shares of Non-Cumulative
Preferred Stock in any amount in any quarterly dividend period, whether or not
the earnings of the Association in any quarterly dividend period were sufficient
to pay such dividends in whole or in part, and the Association shall have no
obligation at any time to pay any such dividend.
(c) Payment of Dividends. So long as any share of Non-Cumulative
Preferred Stock remains outstanding, no dividend whatsoever shall be paid or
declared and no distribution made on any junior stock other than a dividend
payable in junior stock, and no shares of junior stock shall be purchased,
redeemed or otherwise acquired for consideration by the Association, directly or
indirectly (other than as a result of a reclassification of junior stock, or the
exchange or conversion of one junior stock for or into another junior stock, or
other than through the use of the proceeds of a substantially contemporaneous
sale of other junior stock), unless all dividends on all shares of
Non-Cumulative Preferred Stock and non-cumulative Preferred Stock ranking on a
parity as to dividends with the shares of Non-Cumulative Preferred Stock for the
most recent dividend period ended prior to the date of such payment or
declaration shall have been paid in full and all dividends on all shares of
cumulative Preferred Stock ranking on a parity as to dividends with the
22
23
shares of Non-Cumulative Preferred Stock for the most recent dividend period
ended prior to the date of such payment or declaration shall have been paid in
full and all dividends on all shares of Non-Cumulative Stock (not withstanding
that dividends on such stock are cumulative) for all past dividend periods
shall have been paid in full. Subject, to the foregoing, and not otherwise,
such dividends (payable in cash, stock or otherwise) as may be determined by
the Board of Directors may be declared and paid on any junior stock from time
to time out of any funds legally available therefor, and the Non-Cumulative
Stock shall not be entitled to participate in any such dividends, whether
payable in cash, stock or otherwise. No dividends shall be paid or declared upon
any shares of any class or series of stock of the Association ranking on a
parity (whether dividends on such stock are cumulative or non-cumulative) with
the Non-Cumulative Preferred Stock in the payment of dividends for any period
unless at or prior to the time of such payment or declaration all dividends
payable on the Non-Cumulative Preferred Stock for the most recent dividend
period ended prior to the date of such payment or declaration shall have
been paid in full. When dividends are not paid in full, as aforesaid, upon the
Non-Cumulative Preferred Stock and any other series of Preferred Stock ranking
on a parity as to dividends (whether dividends on such stock are cumulative or
non-cumulative) with the Non-Cumulative Preferred Stock, all dividends declared
upon the Non-Cumulative Preferred Stock and any other series of Preferred Stock
ranking on a parity as to dividends with the Non-Cumulative Preferred Stock
shall be declared pro rata so that the amount of dividends declared per share
on the Non-Cumulative Preferred Stock and such other Preferred Stock shall in
all cases bear to each other the same ratio that accrued dividends per share
on the Non-Cumulative Preferred Stock (but without any accumulation in respect
of any unpaid dividends for prior dividend periods on the shares of
Non-Cumulative Stock) and such other Preferred Stock bear to
23
24
each other. No interest, or sum of money in lieu of interest, shall be payable
in respect of any dividend payment or payments on the Non-Cumulative Preferred
Stock which may be in arrears.
3. Voting. The holders of Non-Cumulative Preferred Stock shall not have
any right to vote for the election of directors or for any other purpose.
4. Redemption.
(a) Optional Redemption. The Association, at the option of the Board of
Directors, may redeem the whole or any part of the shares of Non-Cumulative
Preferred Stock at the time outstanding, at any time or from time to time after
the fifth anniversary of the date of original issuance of the Non-Cumulative
Preferred Stock, upon notice given as hereinafter specified, at the redemption
price per share equal to $1,000 plus an amount equal to the amount of accrued
and unpaid dividends from the immediately preceding dividend payment date (but
without any accumulation for unpaid dividends for prior dividend periods on the
shares of Non-Cumulative Preferred Stock) to the redemption date.
(b) Procedures. Notice of every redemption of shares of Non-Cumulative
Preferred Stock shall be mailed by first class mail, postage prepaid, addressed
to the holders of record of the shares to be redeemed at their respective last
addresses as they shall appear on the books of the Association. Such mailing
shall be at least 10 days and not more than 60 days prior to the date fixed for
redemption. Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the shareholder
receives such notice, and failure duly to give such notice by mail, or any
defect in such notice, to any holder of shares of Non-Cumulative Preferred
Stock designated for redemption shall not affect the validity of the
proceedings for the redemption of any other shares of Non-Cumulative Preferred
Stock.
24
25
In case of redemption of a part only of the shares of Non-Cumulative
Preferred Stock at the time outstanding the redemption may be either pro rata
or by lot or by such other means as the Board of Directors of the Association
in its discretion shall determine. The Board of Directors shall have full
power and authority, subject to the provisions herein contained, to prescribe
the terms and conditions upon which shares of the Non-Cumulative Preferred
Stock shall be redeemed from time to time.
If notice of redemption shall have been duly given, and, if on or
before the redemption date specified therein, all funds necessary for such
redemption shall have been set aside by the Association, separate and apart
from its other funds, in trust for the pro rata benefit of the holders of the
shares called for redemption, so as to be and continue to be available
therefor, then, notwithstanding that any certificate for shares so called for
redemption shall not have been surrendered for cancellation, all shares so
called for redemption shall no longer be deemed outstanding on and after such
redemption date, and all rights with respect to such shares shall forthwith on
such redemption date cease and terminate, except only the right of the holders
thereof to receive the amount payable on redemption thereof, without interest.
If such notice of redemption shall have been duly given or if the
Association shall have given to the bank or trust company hereinafter referred
to irrevocable authorization promptly to give such notice, and, if on or before
the redemption date specified therein, the funds necessary for such redemption
shall have been deposited by the Association with such bank or trust company in
trust for the pro rata benefit of the holders of the shares called for
redemption, then, notwithstanding that any certificate for shares so called for
redemption shall not have been surrendered for cancellation, from and after
the time of such deposit, all shares so called for redemption shall no longer
be deemed to be
25
26
outstanding and all rights with respect to such shares shall forthwith cease
and terminate, except only the right of the holders thereof to receive from
such bank or trust company at any time after the time of such deposit the funds
so deposited, without interest. The aforesaid bank or trust company shall be
organized and in good standing under the laws of the United States of America
or any state thereof, shall have capital, surplus and undivided profits
aggregating at least $50,000,000 according to its last published statement of
condition, and shall be identified in the notice of redemption. Any interest
accrued on such funds shall be paid to the Association from time to time. In
case fewer than all the shares of Non-Cumulative Preferred Stock represented by
a stock certificate are redeemed, a new certificate shall be issued
representing the unredeemed shares without cost to the holder thereof.
Any funds so set aside or deposited, as the case may be, and unclaimed
at the end of the relevant escheat period under applicable state law from such
redemption date shall, to the extent permitted by law, be released or repaid
to the Association, after which repayment the holders of the shares so called
for redemption shall look only to the Association for payment thereof.
5. Liquidation.
(a) Liquidation Preference. In the event of any voluntary
liquidation, dissolution or winding up of the affairs of the Association,
the holders of Non-Cumulative Preferred Stock shall be entitled, before
any distribution or payment is made to the holders of any junior stock,
to be paid in full an amount per share equal to an amount equal to $1,000
plus an amount equal to the amount of accrued and unpaid dividends per share
from the immediately preceding dividend payment date (but without any
accumulation for unpaid dividends for prior dividend periods on the shares
of Non-Cumulative Preferred Stock) per share to such distribution or payment
date (the "liquidation amount").
26
27
In the event of any involuntary liquidation, dissolution or winding up
of the affairs of the Association, then, before any distribution or payment
shall be made to the holders of any junior stock, the holders of Non-Cumulative
Preferred Stock shall be entitled to be paid in full an amount per share equal
to the liquidation amount.
If such payment shall have been made in full to all holders of shares of
Non-Cumulative Preferred Stock, the remaining assets of the Association shall be
distributed among the holders of junior stock, according to their respective
rights and preferences and in each case according to their respective numbers of
shares.
(b) Insufficient Assets. In the event that, upon any such voluntary or
involuntary liquidation, dissolution or winding up, the available assets of the
Association are insufficient to pay such liquidation amount on all outstanding
shares of Non-Cumulative Preferred Stock, then the holders of Non-Cumulative
Preferred Stock shall share ratably in any distribution of assets in proportion
to the full amounts to which they would otherwise be respectively entitled.
(c) Interpretation. For the purposes of this paragraph 5, the
consolidation or merger of the Association with any other corporation or
association shall not be deemed to constitute a liquidation, dissolution or
winding up of the Association.
6. Preemptive Rights. The Non-Cumulative Preferred Stock is not entitled
to any preemptive, subscription, conversion or exchange rights in respect of any
securities of the Association.
7. Definitions. As used herein with respect to the Non-Cumulative
Preferred Stock, the following terms shall have the following meanings:
(a) The term "junior stock" shall mean the Common Stock and any other
class or series of shares of the Association hereafter authorized over which the
Non-Cumulative Preferred Stock has preference or priority in the
27
28
payment of dividends or in the distribution of assets on any liquidation,
dissolution or winding up of the Association.
(b) The term "accrued dividends", with respect to any share of any
class or series, shall mean an amount computed at the annual dividend rate for
the class or series of which the particular share is a part, from, if such
share is cumulative, the date on which dividends on such share became
cumulative to and including the date to which such dividends are to be accrued,
less the aggregate amount of all dividends theretofore paid thereon and, if
such share is non-cumulative, the relevant date designated to and including the
date to which such dividends are accrued, less the aggregate amount of all
dividends theretofore paid with respect to such period.
(c) The term "Preferred Stock" shall mean all outstanding shares of all
series of preferred stock of the Association as defined in this Article Fifth
of the Articles of Association, as amended, of the Association.
8. Restriction on Transfer. No shares of Non-Cumulative Preferred Stock,
or any interest therein, may be sold, pledged, transferred or otherwise
disposed of without the prior written consent of the Association. The foregoing
restriction shall be stated on any certificate for any shares of Non-Cumulative
Preferred Stock.
9. Additional Rights. The shares of Non-Cumulative Preferred Stock
shall not have any relative, participating, optional or other special rights
and powers other than as set forth herein.
SIXTH. The Board of Directors shall appoint one of its members
President and 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 Chairman and Vice
Presidents and such other officers and employees as may
28
29
be required to transact the business of this Association.
The Board of Directors shall have the power to define the duties of the
officers and employees of the Association; to fix the salaries to be paid to
them; to dismiss them; to require bonds from them and to fix the penalty
thereof; to regulate the manner in which any increase of the capital of the
Association shall be made; to manage and administer the business and affairs
of the Association; to make all By-laws that it may be lawful for them to
make; and generally to do and perform all acts that it may be legal for a Board
of Directors to do and perform.
SEVENTH. The Board of Directors shall have the power to change the
location of the main office to any other place permitted by law, but subject to
the approval of the Comptroller of the Currency; and shall have the power to
establish or change the location of any branch or branches of the Association
to any other location, without the approval of the shareholders, but subject to
the approval of the Comptroller of the Currency.
EIGHTH. The corporate existence of this Association shall continue until
terminated in accordance with 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 25 percent of the stock of
this Association, may call a special meeting of 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
shareholders shall be given by first-class mail, postage prepaid, mailed at
least ten days prior to the date of such meeting, to each shareholder of record
at his address as shown upon the books of this Association.
TENTH. (A) Indemnification of Directors.
The Association shall, to the fullest extent permitted by applicable
banking, corporate and other law and regulation, indemnify any person who
29
30
is or was a director of the Association from and against any and all expenses,
liabilities or other losses arising in connection with any action, suit, appeal
or other proceeding, by reason of the fact that such person is or was serving
as a director of the Association and may, to the fullest extent permitted by
applicable banking, corporate and other law and regulation, advance monies to
such persons for expenses incurred in defending any such action, suit, appeal
or other proceeding on such terms as the Association's Board of Directors shall
determine and as are required by applicable banking, corporate and other law or
regulation or interpretation by the applicable banking regulators. The
Association may purchase insurance for the purpose of indemnifying such persons
and/or reimbursing the Association upon payment of indemnification to such
persons to the extent that indemnification is authorized by the preceding
sentences, except that insurance coverage and corporate indemnification shall
not be available in connection with a formal order by a court or judicial or
governmental body assessing civil money penalties against such person or in the
event that such coverage or indemnification would be prohibited by applicable
banking, corporate and other law or regulation.
(B) Indemnification of Officers, Employees and Agents.
The Association shall indemnify any person who is or was an officer,
employee or agent of the Association or who is or was a director, general
partner, trustee or principal of another entity serving as such at the request
of the Association from and against any and all expenses, liabilities or other
losses arising in connection with any action, suit, appeal or other proceeding,
by reason of the fact that such person is or was serving as an officer,
employee or agent of the Association or as a director of another entity at the
request of the Association, to the extent authorized by the corporate policy of
the Association, as adopted and modified from time to time by the shareholders
of the Association, except to extent that such indemnification would be
prohibited by
30
31
applicable banking, corporate and other law or regulation. The Association may
advance monies to such persons for expenses incurred in defending any such
action, suit, appeal or other proceeding in accordance with the corporate
policy of the Association, as adopted and modified from time to time by the
shareholders of the Association, under such terms and procedures as are
required by applicable banking, corporate and other law or regulation or
interpretation by the applicable banking regulators, except to the extent that
such advancement would be prohibited by applicable banking, corporate and other
law or regulation. The Association may purchase insurance for the purpose of
indemnifying such persons and/or reimbursing the Association upon payment of
indemnification to such person to the extent that indemnification is authorized
by the preceding sentence, except that insurance coverage and corporate
indemnification shall not be available in connection with a formal order by a
court or judicial or governmental body assessing civil money penalties against
such person or in the event that such coverage or indemnification would be
prohibited by applicable banking, corporate and other law or regulation.
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 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.
31
32
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, and in connection with the proposed issue of Air Products &
Chemicals, Inc. we hereby consent that reports of examinations by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefore.
FIRST UNION NATIONAL BANK
By: s/John H. Clapham
---------------------
John H. Clapham
Vice President
Elkton, Maryland
April 11, 1996
33
EXHIBIT 7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the First Fidelity Bank,
National Association (now First Union National Bank) of Elkton in the state of
Maryland, at the close of business on December 31, 1995, published in response
to call made by Comptroller of the Currency, under title 12, United States
Code, Section 161. Charter Number 33869 Comptroller of the Currency
Northeastern District.
STATEMENT OF RESOURCES AND LIABILITIES
Thousands of Dollars
--------------------
ASSETS
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin............. 1,876,439
Interest-bearing balances...................................... 35,650
Securities....................................................... //////////
Hold-to-maturity securities.................................... 672,202
Available-for-sale securities.................................. 4,786,380
Federal funds sold and securities purchased under agreements..... //////////
to resell in domestic offices of the bank and of it //////////
Edge and Agreement subsidiaries, and in IBFs: //////////
Federal funds sold............................................. 30,000
Securities purchased under agreements to resell................ 369,072
Loans and lease financing receivables:
Loan and leases, net of unearned income..............23,027,860
LESS: Allowance for loan and lease losses...............469,305
LESS: Allocated transfer risk reserve.........................0
Loans and leases, net of unearned income, allowance, and
reserve.......................................................... 22,558,555
Assets held in trading accounts.................................. 76,675
Premises and fixed assets (including capitalized leases)......... 374,903
Other real estate owned.......................................... 104,196
Investment in unconsolidated subsidiaries and associated //////////
companies........................................................ 19,166
Customer's liability to this bank on acceptances outstanding..... 134,499
Intangible assets................................................ 785,891
Other assets..................................................... 863,227
Total assets..................................................... 32,686,855
LIABILITIES
Deposits:
In domestic offices............................................ 24,886,995
Noninterest-bearing...............................4,687,403
Interest-bearing.................................20,199,592
In foreign offices, Edge and Agreement subsidiaries,
and IBFs....................................................... 1,304,436
Noninterest-bearing.....................................207
Interest-bearing....................................960,051
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of its
Edge and Agreement subsidiaries, and IBFs
Federal fund purchased......................................... 1,304,436
Securities sold under agreements to repurchase................. 882,846
Demand notes issued to the U.S. Treasury......................... 97,451
Trading liabilities.............................................. 0
Other borrowed money............................................. //////////
With original maturity of one year or less....................... 252,296
With original maturity of more than one year................... 1,602
Mortgage indebtedness and obligations under capitalized leases... 17,369
Bank's liability on acceptances executed and outstanding......... 134,499
Subordinated notes and debentures................................ 175,000
Other liabilities................................................ 934,256
Total liabilities................................................ 29,647,008
Limited-life preferred stock and related surplus................. 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus.................... 160,540
Common Stock..................................................... 452,156
Surplus.......................................................... 1,300,080
Undivided profits and capital reserves........................... 1,127,557
Net unrealized holding gains (losses) on available-for-sale //////////
securities....................................................... (486)
Cumulative foreign currency translation adjustments.............. 0
Total equity capital............................................. 3,039,847
Total liabilities, limited-life preferred stock and equity //////////
capital.......................................................... 32,686,855