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EXHIBIT 25-1

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1

STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, OF A CORPORATION DESIGNATED
TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ___

____________________________

NBD BANK
(Exact name of Trustee as specified in its charter)

611 Woodward Avenue
Detroit, Michigan 48226 38-0864715
(Address of principal executive offices) (Zip Code) (I.R.S. Employer Identification No.)

NBD BANK
611 WOODWARD AVENUE
DETROIT, MICHIGAN 48226
CORPORATE TRUST DEPARTMENT
ATTN: JOSEPH L. WEIDENBACH (313) 225-2211
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

MCN INVESTMENT CORPORATION
(Exact name of obligor as specified in its charter)

Michigan 38-2663964
(State or jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

150 W. Jefferson Avenue, Suite 1800
Detroit, Michigan 48226
(Address of principal executive offices) (Zip Code)

% SENIOR DEBT SECURITIES
(Title of the indenture securities)

1. GENERAL INFORMATION

(a) The following are the names and addresses of each examining or
supervising authority to which the Trustee is subject:

State of Michigan Department of Commerce Financial Institutions
Bureau, Lansing, Michigan

Federal Reserve Bank of Chicago, Chicago, Illinois

Federal Deposit Insurance Corporation, Washington, D.C.

(b) The Trustee is authorized to exercise corporate trust powers.

2. AFFILIATIONS WITH OBLIGOR.

The obligor is not an affiliate of the Trustee.

3. VOTING SECURITIES OF THE TRUSTEE.

The following information is furnished as to each class of voting
securities of the Trustee:

AS OF FEBRUARY 28, 1996
_______________________________________________________________________

COLUMN A COLUMN B
_______________________________________________________________________

TITLE OF CLASS AMOUNT OUTSTANDING
_______________________________________________________________________

Common Stock, par value $12.50 per share 8,948,648 shares

4. TRUSTEESHIPS UNDER OTHER INDENTURES.

NBD Bank is Trustee under an Indenture, dated September 1, 1994, with
MCN Corporation ("MCN"), securing an issue of $101,100,000 9-3/8%
Series A Subordinated Deferrable Interest Debt Securities due
November 30, 2024. The Trustee is not aware of any default
under this Indenture.

NBD Bank is Trustee under an Indenture, dated September 1, 1995, with
MCN Investment Corporation ("MCN Investment"), a wholly owned
subsidiary of MCN Corporation ("MCN"), securing an issue of
Medium-Term Notes due February 1, 1999, February 1, 2001 and
February 1, 2003, respectively. The Trustee is not aware of any
default under this Indenture.

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

Neither the Trustee nor any of the directors nor executive officers of
the Trustee is a director, officer, partner, employee, appointee or
representative of the underwriter for the obligor.

Alfred R. Glancy III, Chairman, President and CEO of MCN, and Chairman
of MCN Investment, is a member of the Board of Directors of NBD Bank.

Thomas H. Jeffs II, President of NBD Bank, is a member of the Board of
Directors of MCN.
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6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.

Voting securities of the Trustee owned by the obligor and its
directors, partners and executive officers, taken as a group, do not
exceed one percent of the outstanding voting securities of the Trustee.

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

Voting securities of the Trustee owned by any underwriter and its
directors, partners and executive officers, taken as a group, do not
exceed one percent of the outstanding voting securities of the Trustee.

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

The amount of securities of the obligor which the Trustee owns
beneficially or holds as collateral security for obligations in default
does not exceed one percent of the outstanding securities of the
obligor.

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

The Trustee does not own beneficially or hold as collateral security
for obligations in default any securities of an underwriter for the
obligor.

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

The Trustee does not own beneficially or hold as collateral security
for obligations in default voting securities of a person who, to
the knowledge of the Trustee (1) owns 10% or more of the voting
securities of the obligor, or (2) is an affiliate, other than a
subsidiary, of the obligor.

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

The Trustee does not own beneficially or hold 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.

12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE AS OF FEBRUARY 27, 1996.

_______________________________________________________________________

COLUMN A COLUMN B COLUMN C
_______________________________________________________________________

NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE
_______________________________________________________________________

$30 million participation $0 July 30, 1998
in a $300 million
revolving credit facility

13. DEFAULTS BY THE OBLIGOR.

Not applicable.

14. AFFILIATIONS WITH THE UNDERWRITERS.

No underwriter is an affiliate of the Trustee.

15. FOREIGN TRUSTEE.

Not applicable.

16. LIST OF EXHIBITS.

(1) Articles of Association of the Trustee. Attached hereto as
Exhibit A.

(2) Certificate of Authority of the Trustee to commence business.
See Exhibit A.

(3) Authorization of the Trustee to exercise corporate trust
powers. Attached hereto as Exhibit B.

(4) By-Laws of the Trustee. Attached hereto as Exhibit C.

(5) Not Applicable.

(6) Consent by the Trustee required by Section 321 (b) of the
Trust Indenture Act of 1939. Incorporated by reference to
Exhibit (6) filed with Amendment No. 1 to Form T-1 Statement,
Registration No. 22-4501.

(7) Report of condition of Trustee. Attached hereto as Exhibit D.

(8) Not applicable.

(9) Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the Trustee, NBD Bank, a Michigan banking corporation, has duly caused this
statement of eligibility and qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Detroit, State of
Michigan on the 29th day of February 1996.

NBD BANK
(Trustee)

By:___________________________
Joseph L. Weidenbach
Trust Officer

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[NBD LOGO]

ARTICLES OF
INCORPORATION
AND
BYLAWS
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NBD BANK
DETROIT, MICHIGAN
Charter No. 970

ARTICLES OF INCORPORATION

EFFECTIVE JANUARY 1, 1995

FIRST.
The name of this Bank shall be NBD Bank.

SECOND.
The place where the principal office of this Bank is located is in the City of
Detroit, Wayne County, State of Michigan.

The Board of Directors shall have the power to change the location of the main
office anywhere within the City of Detroit without the approval of the
shareholders and shall have the power to establish or change the location of
any branch or branches of this Bank to any other location without the approval
of the shareholders.

THIRD.
The purpose of this Bank is to carry on the business of banking pursuant to the
Michigan Banking Code of 1969, as amended.

FOURTH.
The authorized amount of the capital stock of this Bank shall be 10,000,000
shares of common stock of the par value of $12.50 each. The authorized amount
of the capital stock of this Bank may be increased or decreased from time to
time in accordance with provisions of the laws of the State of Michigan.

FIFTH.
The period for which this Bank is organized is perpetual.

SIXTH.
A Director of the Bank shall not be personally liable to the Bank or its
shareholders for monetary damages for a breach of fiduciary duty as a Director,
except for liability: (a) for any breach of the Director's duty of loyalty to
the Bank or its shareholders; (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (c)
resulting from a violation of Section 43 of the Michigan Banking Code, as
amended; (d) for any transaction from which the Director derived an improper
personal benefit; or (e) for any act or omission occurring prior to the date
upon which this Article is duly adopted and filed as required by law. If,
following approval of this Article by the shareholders, the Michigan Banking
Code is amended to authorize corporate action further eliminating or limiting
the personal liability of
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Directors, then the liability of a Director of the Bank shall be eliminated or
limited to the fullest extent permitted by the Michigan Banking Code, as
amended. Any repeal, modification or adoption of any provisions in these
Articles of Incorporation inconsistent with this Article shall not adversely
affect any right or protection of a Director of the Bank existing at the time
of such repeal, modification or adoption.

SEVENTH.
These Articles of Incorporation may be changed or amended at any time by a vote
of the shareholders owning a majority of the stock of this Bank in any manner
not inconsistent with the provisions of law.
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STATE OF MICHIGAN
DEPARTMENT OF COMMERCE
FINANCIAL INSTITUTIONS BUREAU

[STATE EMBLEM]

OFFICE OF THE COMMISSIONER

I, Patrick M. McQueen, Commissioner, do hereby certify, that

NBD BANK

in the City of Detroit, County of Wayne, State of Michigan, a financial
institution existing and operating under the provisions of the banking code of
1969, having satisfactorily complied with all statutory requirements obtaining
in such matter, is hereby authorized to exercise FULL TRUST POWERS as provided
in sections 181 through 186 of the banking code of 1969, effective 11:59 p.m.
on December 31, 1994.

[STATE SEAL] SIGNED AND SEALED this 21st day of
DECEMBER 1994, at Lansing, Michigan.

/s/ Patrick M. McQueen
----------------------------
Patrick M. McQueen
Commissioner

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NBD BANK
DETROIT, MICHIGAN

________________________________

BYLAWS

EFFECTIVE JANUARY 1, 1995

________________________________

ARTICLE I
STOCKHOLDERS' MEETINGS

Section 1. Annual Meetings. The regular Annual Meeting of the stockholders of
this Bank for the election of directors and for the transaction of any other
business as may properly come before the meeting shall be held on the third
Monday in May of each year or at such other date as from time to time may be
designated by the Board of Directors. If the election of directors shall not
be held on the day designated for an annual meeting, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a
meeting of the stockholders as soon thereafter as convenient. Nominations for
election to the Board of Directors may be made by the Board of Directors or by
any stockholders entitled to vote for the election of directors.

Section 2. Special Meetings. Except as otherwise specifically provided by
statute, special meetings of the stockholders may be called for any purpose at
any time by the Board of Directors or by the holders of at least ten per cent
(10%) of the then outstanding shares of stock.

Section 3. Place of Meetings. Annual meetings or special meetings of the
stockholders shall be held at the main office of the Bank or at such other
place within or without the State of Michigan as is established by the
Board of Directors.

Section 4. Proxies. All proxies secured for any annual or special meeting of
stockholders shall be dated and filed by the Secretary with the records of the
meeting.

Section 5. Notice of Meetings. Written notice stating the place, day and hour
of the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten days, before
the date of the meeting either personally or by mail, by or at the direction of
the President, or the Secretary, or the officer or persons calling the meeting
to each stockholder of record entitled to vote at such meeting. If mailed,
such notices shall be deemed to be delivered when deposited in the United
States mail, addressed to the stockholder at his address as it appears on the
records of the Bank with postage thereon prepaid. Such notice may be waived in
writing.

Section 6. Fixing the Record Date. For the purpose of determining
stockholders entitled to
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notice of or to vote at any meeting of stockholders, annual or special, or
entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose, the Board of
Directors shall fix in advance a record date and hour for any such
determination of stockholders, such date in any case to be not more than fifty
(50) days and, in case of a meeting of stockholders, not less than ten (10)
days prior to the date on which the particular action, requiring such
determination of stockholders, is to be taken. When a determination of
stockholders entitled to vote at any meeting of stockholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.

Section 7. Stockholders' Action Without A Meeting. Unless otherwise
restricted in the Articles of Incorporation or these Bylaws, any action which
may be taken at the annual or any special meeting of stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by all stockholders
entitled to vote with respect to the subject matter thereof.

ARTICLE II
DIRECTORS

Section 1. Size and Vacancies. The Board of Directors shall consist of such
number of persons, not less than five nor more than twenty-five, as from time
to time shall be determined by a majority of the votes to which all
stockholders are at the time entitled or by resolution adopted by the
affirmative vote of a majority of the Board of Directors. Any vacancies in the
Board of Directors may be filled by action of a majority of the remaining
Directors between meetings of stockholders. Subject to the limitation as to
the number of Directors, the stockholders may elect not to exceed two less than
the full Board, and the unfilled directorships shall be considered as vacancies
and may be filled thereafter by the Board of Directors.

Section 2. Powers. The Board of Directors, a majority of whom shall be a
quorum to transact business, shall have power to manage and administer the
business and affairs of the Bank and to prescribe Bylaws for the regulation of
the business of the Bank and the conduct of its affairs not inconsistent with
law, the Articles of Incorporation and these Bylaws. Except as expressly
limited by law, all corporate powers of the Bank shall be vested in and may be
exercised by the Board of Directors.

Section 3. Officers and Employees. The Board of Directors shall have power to
elect or appoint such officers and employees as may be required to transact the
business of the Bank, to define their duties, to require bonds from them and to
fix the penalty thereof, and to continue them in office or dismiss them.

Section 4. Meetings. The regular meetings of the Board of Directors shall be
held on such date and at such time each month, within or without the State of
Michigan as shall from time to time be determined by the Board of Directors by
resolution, except that in the month in which the regular annual meeting of the
stockholders is held, the regular meeting of the Board of Directors shall be
held following and on the same day as the regular meeting of the stockholders.
When any regular meeting of the Board of Directors falls upon a holiday, the
meeting shall be held on
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such other day as the Board of Directors may previously designate. Special
meetings of the Board of Directors may be called at any time by the Secretary
or by any officer of higher rank than Vice President, or any three Directors.
Notice of each special meeting shall be given personally or by duly mailing,
telephoning, or telegraphing the same, at least twenty-four hours before the
meeting. Any or all Directors may waive notice of any meeting either before or
after the meeting.

Section 5. Participation In Meetings By Telephone. Unless otherwise
restricted by the Articles of Incorporation or these Bylaws, members of the
Board of Directors or any committee designated by the Board may participate in
a meeting of the Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

Section 6. Directors' Action Without A Meeting. Unless otherwise restricted
by the Articles of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written consent thereto
is signed by all members of the Board or of such committee as the case may be,
and such written consent is filed with the minutes of proceedings of the Board
or committee.

ARTICLE III
COMMITTEES OF THE BOARD

Section 1. Executive Committee. There shall be a committee composed of not
less than four (4) members to be known as the Executive Committee which shall
consist of all the officer-directors of the Bank and two (2) other directors
appointed as shall be provided by the Board of Directors. Provision shall be
made by the Board of Directors for the appointment of alternates to act for
members in the event of their absence or disability.

1.1 Presiding Officer. The Chairman of the Board shall act as presiding
officer at any meeting of the Executive Committee. In the event of the absence
or disability of the Chairman of the Board, the President shall act as
presiding officer. In the event of the absence or disability of the Chairman
of the Board and President, another officer-director, if present, shall act as
presiding officer. If no officer- director member is present, an Executive
Vice President of the Bank may serve as the presiding officer or the other
members present at the meeting shall elect one of their members as presiding
officer.

1.2 Quorum. Any two (2) persons, each of whom is a member or alternate
member of the Executive Committee, of whom not less than one (1) shall be
non-officer directors, shall constitute a quorum for the transaction of
business at any meeting of the Executive Committee.

1.3 Duties. The Executive Committee shall function from day to day or
such other short intervals as shall be found requisite and expedient in the
carrying on of the business and affairs of the Bank, and between meetings of
the Board of Directors, said Committee, within the scope of the jurisdiction
and functions assigned by the Board of Directors to such Committee, shall
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have and may exercise, so far as may be permitted by law, all power and
authority of the Board of Directors (including the right to authorize the seal
of the Bank to be affixed to all instruments on which the same may be required
or appropriate) and shall have power, but not by way of limitation of its
general powers, to discount and purchase bills, notes, and other evidences of
debt, and to buy and sell bills of exchange. A record of the meetings of the
Committee shall be kept, which shall be accessible to inspection by the
Directors at all times, and the Committee shall, at each regular meeting of the
Board of Directors and at such other times as the Board of Directors may
request, submit in writing a full report of its actions. The Board of
Directors shall approve or disapprove the report of the Executive Committee,
such action to be recorded in the minutes of the meeting; provided, however,
that no rights of third parties shall be affected by any action of the Board of
Directors, if such rights have attached by virtue of action of the Executive
Committee within the scope of the jurisdiction and functions assigned by the
Board of Directors to said Committee.

Section 2. Audit Committee. There shall be appointed annually by the Board of
Directors an Audit Committee composed of not less than three (3) Directors none
of whom shall be officers of the Bank.

2.1 Duties. The Audit Committee shall:

(i) Cause to be made by the Auditing Department of the Bank a
suitable examination of the financial records and operations of the Bank
through a program of continuous internal audits. The Committee may employ
independent certified public accounting firms of recognized standing to make
such additional examinations and audits as it may deem advisable. The
examinations caused to be made by the Committee shall meet any examination
requirements prescribed from time to time by the Michigan Financial
Institutions Bureau or other regulatory authorities having jurisdiction and may
be made in conjunction with examinations of the Michigan Financial Institutions
Bureau.

(ii) Report to the Board of Directors at least once in each
calendar year the results of the examinations made and such conclusions and
recommendations as the Committee deems appropriate.

Section 3. Other Committees. The Board of Directors may create and appoint
such other committees as it may, at any time or from time to time, find
necessary or desirable to facilitate and expedite the management and
administration of the affairs of the Bank. The Board of Directors shall have
power to specify the number of members of any such other committee, to
designate the powers and duties of any such other committee, and to provide for
the tenure in office of its members, its method of organization, and its
procedure for the transaction of business.

ARTICLE IV
OFFICERS
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Section 1. Appointment and Titles. The officers of this Bank shall include a
Chairman of the Board and a President and may include one or more Vice Chairman
of the Board, each of whom shall be a member of the Board of Directors, and
shall further include one or more Vice Presidents, a Secretary, one or more
Assistant Secretaries, and such other officers as may be from time to time
required for the prompt and orderly transaction of its business, to be elected
by the Board of Directors. The same person may hold any two or more offices,
and in any such case, these Bylaws shall be construed and understood
accordingly; provided that the same person may not hold the offices of Chairman
of the Board and Secretary or President and Secretary. The duties and
authorities of the officers of the Bank, other than those mentioned in these
Bylaws, shall be those usually pertaining to their respective offices, or as
may be designated by the Chairman of the Board, subject to the supervision and
direction of the Board of Directors.

Section 2. Term of Office of Officer-Directors. The Chairman of the Board,
the President and any Vice Chairman of the Board shall hold office for the
current year for which the Board of Directors of which they shall be members
was elected, unless they shall resign, become disqualified, or be removed; and
any vacancy occurring in any of such offices may be filled by the remaining
members of the Board of Directors.

Section 3. Chairman of the Board and President. The Chairman of the Board
shall be the chief executive officer of the Bank, shall preside at meetings of
stockholders and directors, shall have general supervision and direction of the
business of the Bank, and perform such other duties as may be designated by the
Board of Directors. The President shall perform such duties as may be
designated by the Board of Directors and, in the event of the absence or
disability of the Chairman of the Board, shall have his powers and duties. The
Vice Chairman of the Board shall perform such duties as may be designated by
the Board of Directors.

Section 4. Officers. All other officers shall be elected to hold their
respective offices at the pleasure of the Board of Directors of the Bank, and
shall have such duties, other than those mentioned herein, as shall be
prescribed by the Board of Directors.

Section 5. Secretary. The Secretary or Assistant Secretary or other officers
designated by the Board of Directors shall be responsible for stock books and
records, and other valuables of the Bank, and shall keep accurate minutes of
all meetings. The Secretary shall attend to the giving of all notices required
by these Bylaws to be given. He shall be custodian of the corporate seal,
records, documents and papers of the Bank. He shall provide for the keeping of
proper records of all transactions of the Bank. The Secretary, or Assistant
Secretary in his absence, shall have the power to sign indemnity agreements and
appoint agents by executing powers of attorney or such other similar documents
deemed necessary in the ordinary course of transacting the Bank's business. He
shall serve as Cashier, and he or his Deputy Cashiers shall have and may
exercise any and all other powers and duties pertaining by law, regulation or
practice, to the office of the Cashier, or imposed by these Bylaws. He shall
also perform such other duties as may be assigned to him, from time to time, by
the Board of Directors.

Section 6. Officers, Employees and Agents. All other officers, employees and
agents of this Bank shall be responsible for all such sums of money and
property of every kind as may be entrusted to their care or placed in their
hands by the Board of Directors, or otherwise come into
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their hands as officers, employees or agents; and shall qualify under the
bankers blanket bond covering the bank officers and employees, approved as to
type and amount from year to year by the Board of Directors, conditioned for
the honest and faithful discharge of their duties as such officers, employees
or agents, and that they will faithfully and honestly apply and account for all
sums of money and other property of this Bank that may come into their hands as
such officers, employees or agents and pay over and deliver the same to the
order of the Board of Directors, or to any other person or persons authorized
by the Board of Directors to receive the same.

ARTICLE V
SEAL

The Board may adopt a seal of the Bank in any form including a raised
impression or a stamp bearing the name of the Bank and the city and state of
its principal place of business. The Secretary shall be the official custodian
of the seal and shall be responsible for the safekeeping and proper use
thereof. The seal shall not be used or affixed to any paper or document
whatsoever except by the Secretary or any Assistant Secretary, or such other
officers or employees of the Bank as may be authorized by the Secretary or any
Assistant Secretary to affix the seal.

ARTICLE VI
EXECUTION OF INSTRUMENTS

Section 1. Conveyance of Real Estate. All transfers and conveyances of real
estate shall be made by the Bank, under seal, and shall be signed by the
President or any Vice President or any other officer, employee or agent of the
Bank as may be designated by the Secretary, and shall be attested by the
Secretary or any Assistant Secretary, or such other officer or employee of this
Bank as may be authorized by the Secretary to affix the seal.

Section 2. Contracts. All contracts, checks, drafts, etc., shall be signed by
the Secretary, or any officer of the rank of Vice President or higher rank, or
any other officer or employee designated by the Secretary.

Section 3. Absence of Resolution. No resolution of the Board of Directors
shall be necessary in order to authorize the execution, acknowledgement or
verification of any document by any officer who is authorized under these
Bylaws to do so, and he or she shall have full authority to act as if he or she
were duly authorized by resolution of the Board of Directors in each particular
case.
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ARTICLE VII
BANKING HOURS

The Bank shall be open for business upon such hours of each day of the
year as the Chief Executive Officer or his delegate shall from time to time
direct and the Chief Executive Officer or his delegate may, in his discretion,
prescribe different banking hours for different classes of business and
different banking hours for one or more branch offices, than prescribed for the
principal banking office.

ARTICLE VIII
MINUTE BOOK

The organization papers of this Bank, the returns of the judges of the
elections, the proceedings of all regular and special meetings of the Board of
Directors and of the stockholders, the Bylaws and any amendments thereto, and
reports of the committees of the Board of Directors shall be recorded in the
minute book and the minutes of each meeting shall be signed by the person
presiding at such meeting and attested by the Secretary.

ARTICLE IX
TRANSFERS OF STOCK

Section 1. Transfers. The stock of this Bank shall be assignable and
transferable only on the books of this Bank, subject to the restrictions and
provisions of the law; and a transfer book shall be provided in which all
assignments and transfers of stock shall be made.

Section 2. Record Date. The stock transfer books of the Bank shall not be
closed for the determination of stockholders entitled to dividends, but any
dividend can be made payable to stockholders of record on the date such
dividend is declared, or any subsequent date. The Bank shall be fully
protected in giving notices of meetings, paying dividends and doing such other
things as require a knowledge of the names of the stockholders of the Bank, in
relying upon the names of the stockholders as they appear upon the stock books
of the Bank.

Section 3. Form and Issuance. Certificates of stock, bearing the manual or
facsimile signature of the Chairman of the Board, President or any Vice
President, and the Secretary, or the manual or facsimile signature of any two
of such other employees of the Bank as may be designated for such purpose from
time to time by resolution of the Board of Directors, and bearing the impressed
or facsimile seal of the Bank, may be issued to stockholders. The death,
resignation, discharge or incapacity of any person whose manual or facsimile
signature appears on any certificate, shall not affect the validity of such
certificate of stock, whether such certificate has theretofore or is thereafter
issued. All certificates of stock shall state upon the face thereof that the
stock is transferable only upon the books of the Bank; and when stock is
transferred, the certificates therefore shall be returned to the Bank,
canceled, preserved and new certificates issued.
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ARTICLE X
PROXIES AND CONSENTS

Proxies to vote and written consent with respect to shares of stock of
other corporations owned by or standing in the name of the Bank may be executed
and delivered from time to time on behalf of the Bank by two officers, one of
whom shall be the Chairman, President, Executive Vice President, Senior Vice
President or a Vice President and the other of whom shall be the Secretary or
an Assistant Secretary of the Bank; or by any other person or persons duly
authorized by the Board of Directors.

ARTICLE XI
TRUST DIVISION

Section 1. Exercise of Fiduciary Powers. All fiduciary powers of the Bank
shall be exercised through the Trust Division under the supervision of the
Trust Committee, subject to the Michigan Banking Code and subject to such
regulations as the Michigan Financial Institutions Bureau shall from time to
time establish. All books and records relating to fiduciary activities shall
be kept separate and distinct from the other books and records of the Bank.

Section 2. Officer in Charge. The Trust Division shall be placed under the
management and immediate supervision of an officer in charge appointed by the
Board of Directors. The duties of such officer shall be to cause the policies
and instructions of the Board of Directors, the chief executive officer and the
Trust Committee, with respect to the fiduciary accounts entrusted to the Bank,
to be carried out, and to supervise the due performance of such accounts in
accordance with law and their terms.

Section 3. Other Officers. Any other officer specifically appointed for the
performance of fiduciary activities shall exercise such powers and perform such
duties as are prescribed by these Bylaws, or as may be assigned to them by the
Board of Directors, the chief executive officer or the officer in charge of
fiduciary activities.

Section 4. Signature and Authentication of Instruments. All instruments in
which the Bank is named as Trustee or in any other fiduciary capacity and all
authentications or certificates by the Bank as Trustee under any mortgage, deed
of trust or other instrument securing bonds, debentures, notes or other
obligations of any individual, association or corporation, and all certificates
as Registrar or Transfer Agent and all certificates of deposit for stocks and
bonds, interim certificates, trust certificates and any other certificates,
document or instrument requiring execution may be signed or countersigned in
behalf of the Bank by any Trust Officer or officer of equal or higher rank
specifically elected or appointed for the performance of fiduciary duties or
the Secretary or any officer of the rank of Vice President or higher rank or by
any other person appointed for that purpose by the Board of Directors.
17

Section 5. Custody of Investments. The investments of each fiduciary account
shall be kept separate from the assets of the Bank, and shall be placed in the
joint custody or control of not less than two of the officers or employees of
the Bank designated for that purpose by the Board of Directors. All such
officers and employees shall be adequately bonded. The investments of each
such fiduciary account shall be either: kept separate from those of all other
accounts, except as provided under the regulations of the Michigan Financial
Institutions Bureau for collective investment, or adequately identified as the
property of the relevant account.

Section 6. Trust Committee. There shall be a Trust Committee which shall be
composed of not less than five (5) members of the Board of Directors, at least
three (3) of whom shall be non-officer directors, and may include one or more
officers of the Bank who are not directors, appointed by the Board of Directors
to serve during its pleasure. The Trust Committee shall have general
supervision of and shall determine the policies relating to the administration
of fiduciary relationships. It shall have general supervision of the Trust
Division, the other committees to which the exercise of fiduciary powers of the
Bank are assigned, and the investment of funds and disposition of investments
held by the Bank in a fiduciary capacity. It shall have such other powers and
duties relating to the administration of fiduciary accounts entrusted to the
Bank as may be conferred upon it from time to time by the Board of Directors.
The Trust Committee shall meet at least once a month and shall keep minutes of
its meetings showing the disposition of all matters considered and passed upon,
and shall make monthly reports to the Board of Directors. Any three (3)
persons, each of whom is a member of the Trust Committee, of whom not less than
two (2) shall be nonofficer directors, shall constitute a quorum for the
transaction of business at any meeting of the Trust Committee.

ARTICLE XII
QUORUM

Except as otherwise provided by statute or in the Articles of Incorporation
or these Bylaws, a majority of all the stockholders or Directors, as the case
may be, shall be required to constitute a quorum to do business. Should there
be no quorum at any regular or special meeting of stockholders or Directors,
the stockholders or Directors present may adjourn from day to day until a
quorum is in attendance.

ARTICLE XIII
INDEMNIFICATION AND INSURANCE

The Bank shall indemnify and reimburse any director, officer, employee, or
agent to the fullest extent permitted by the laws of the State of Michigan, as
amended from time to time.
18

ARTICLE XIV
AMENDMENTS TO BYLAWS

These Bylaws may be repealed, altered, or amended, in whole or in part, by
the vote of a majority of the Directors, at any regular or special meeting of
the Board of Directors.

CERTIFICATION

I, _________________________________, ________________________________ of NBD
Bank of Detroit, Michigan, certify that the foregoing is a true and exact copy
of the Articles of Incorporation and Bylaws of NBD Bank effective January 1,
1995.

IN WITNESS WHEREOF, I have executed this certification and caused the corporate
seal of the Bank to be affixed on _______________________, 19___ .

_____________________
19
Charter No. 13671 Comptroller of the Currency District
REPORT OF CONDITION CONSOLIDATING
DOMESTIC AND FOREIGN SUBSIDIARIES OF THE
NBD BANK

in the State of Michigan, 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.

ASSETS
Thousands
of dollars

Cash and balances due from depository institutions
Noninterest-bearing balances and currency
and coin............................................. 1,551,031
Interest-bearing balances............................ 628,810
Securities:
Held-to-maturity securities.......................... 0
Available-for-sale securities........................ 5,018,302
Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds sold............................... 595,150
Securities purchased under agreements to resell.. 146,401
Loans and lease financing receivables:
Loans and leases, net of unearned income ............ 20,460,785
LESS: Allowance for loan and lease losses ........... 267,382
Loans and leases, net of unearned income and
allowance............................................ 20,193,403
Assets held in trading accounts.......................... 154,747
Premises and fixed assets (including
capitalized leases).................................. 348,959
Other real estate owned.................................. 16,176
Investments in unconsolidated subsidiaries and
associated companies................................. -
Customers' liability to this bank on acceptances
outstanding.......................................... 164,133
Intangible assets........................................ 38,024
Other assets............................................. 606,503
-----------
Total assets............................................. 29,461,639
===========

LIABILITIES

Deposits:
In domestic offices.................................. 16,450,184
Noninterest-bearing.............................. 4,799,681
Interest-bearing................................. 11,650,503
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................... 2,910,868
Noninterest-bearing.............................. 67,313
Interest-bearing................................. 2,843,555
Federal funds purchased and securities sold
under agreements to repurchase in domestic
offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds purchased.......................... 1,958,326

Securities sold under agreements to repurchase... 243,869
Demand notes issued to the U.S. Treasury................. 162,376
Trading liabilities...................................... 75,745
Other borrowed money:
With original maturity of one year or less....... 2,377,209
With original maturity of more than one year..... 1,564,618
Mortgage indebtedness and obligations
under capitalized leases............................. 14,262
Bank's liability on acceptances executed and
outstanding.......................................... 164,133
Notes and debentures subordinated to
deposits............................................. 700,000
Other liabilities........................................ 566,318
-----------
Total liabilities........................................ 27,187,908
-----------

EQUITY CAPITAL

Common stock............................................. 111,858
Surplus.................................................. 631,981
Undivided profits and capital reserves................... 1,448,664
Net unrealized holding gains (losses) on available-for- 72,912
Cumulative foreign currency translation
adjustments.......................................... 8,316
-----------
Total equity capital..................................... 2,273,731
-----------
Total liabilities and equity capital..................... 29,461,639
===========

I, Jason N. Hansen, Vice President of the above-named bank do hereby
declare that this Report of Condition is true and correct to the best of
knowledge and belief.

JASON N. HANSEN
January 25, 1996

We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declare that it has been
examined by us, and to the best of our knowledge and belief has been
prepared conformance with the instructions and is true and correct.

THOMAS H. JEFFS II
JOHN E. LOBBIA
ALFRED R. GLANCY III
Directors