Exhibit 25.1
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FORM T-l
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |_|
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THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
-------------------------
FLUOR CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 33-0927079
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Enterprise Drive
Aliso Viejo, California 92656
(Address of principal executive offices) (Zip code)
-------------------------
Senior Debt Securities
(Title of the indenture securities)
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1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
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Name Address
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Superintendent of Banks of the State of 2 Rector Street, New York, N.Y.
New York 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y.
10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(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.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(D).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and lb to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
1 to Form T-1 filed with Registration Statement No. 33-29637.) All
amendments to such Organization Certificate not incorporated by
reference are attached hereto.
4. A copy of the existing By-laws of the Trustee.
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-l filed with Registration Statement No.
33-44051.)
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7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.
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SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 9th day of December, 2004.
THE BANK OF NEW YORK
By: /S/ ROBERT A. MASSIMILLO
-------------------------
Name: ROBERT A. MASSIMILLO
Title: VICE PRESIDENT
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EXHIBIT 1 TO FORM T-1
ADDITIONAL CERTIFICATES OF AMENDMENT
TO THE ORGANIZATION CERTIFICATE
(ATTACHED)
State of New York
Banking Department
I, CARMINE M. TENGA, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF THE BANK OF NEW YORK, Under section
8005 of the Banking Law," dated December 27, 1991, providing for an increase in
capital stock from $402,867,788 consisting of a) 11,666,671 shares of common
stock of the par value of twenty-eight dollars ($28) per share; b) 1,500,000
shares of preferred stock of the par value of fifty dollars ($50) per share; and
c) 1,201,000 shares of preferred stock of the par value of one dollar ($1) per
share to $951,201,325 consisting of a) 11,666,671 shares of common stock of the
par value of seventy-five dollars ($75) per share; b) 1,500,000 shares of
preferred stock of the par value of fifty dollars ($50) per share; and c)
1,201,000 shares of preferred stock of the par value of one dollar ($1) per
share.
Witness, my hand and official seal of the Banking Department at the City of New
York, this 30th day of December in the Year of our Lord one thousand nine
hundred and ninety-one
/s/ CARMINE M. TENGA
CERTIFICATE OF AMENDMENT
OF
THE ORGANIZATION CERTIFICATE
OF
THE BANK OF NEW YORK
UNDER SECTION 8005 OF THE BANKING LAW
Legal Department
The Bank of New York
One Wall Street
New York, NY 10286
CERTIFICATE OF AMENDMENT
OF
THE ORGANIZATION CERTIFICATE
OF
THE BANK OF NEW YORK
Under section 8005 of the Banking Law
We, the undersigned, Deno D. Papageorge, Senior Executive Vice President,
and Jacqueline R. McSwiggan, Vice President and Secretary, respectively, of The
Bank of New York, do hereby certify and state as follows:
1. The name of the Corporation is The Bank of New York; the name under
which it was originally incorporated is the Mutual Benefit Life Policy, Loan and
Trust Company of New York.
2. The corporation was created by a special law. The chapter number and
year of passage at such law are Chapter 616 of the laws passed in 1871.
3. Organization Certificate of the Corporation, as heretofore amended by
certificates filed pursuant to law, is hereby further amended, to revise
Section A, which relates to the Corporation's capital structure, to read as set
forth below:
"A. The Aggregate number of shares which the Corporation shall have
authority to issue is fourteen million three hundred sixty-seven thousand six
hundred seventy-one (14,367,671), consisting of:
(a) Eleven million six hundred sixty-six thousand six hundred
seventy-one (11,666,671) shares of common stock of the par value of
seventy-five dollars ($75) per share:
(b) One million five hundred thousand (1,500,000) shares of
preferred stock of the par value of fifty dollars ($50) per share;
and
(c) One million two hundred one thousand (1,201,000) shares of
preferred stock of the par value of one dollar ($1) par share."
Page 2
4. This amendment was authorized by resolution of the board of directors
of the Corporation and by written consent of its sole shareholder.
IN WITNESS WHEREOF, we subscribe this Certificate and affirm that the
statements contained herein are true under the penalties of perjury, this 27th
day of December, 1991.
/s/ Deno D. Papageorge
/s/ Jacqueline R. McSwiggan
[ILLEGIBLE STAMP]
CERTIFICATE OF AMENDMENT
OF
THE ORGANIZATION CERTIFICATE
OF
THE BANK OF NEW YORK
UNDER SECTION 8005 OF THE BANKING LAW
Legal Department
The Bank of New York
One Wall Street
New York, NY 10286
STATE OF NEW YORK,
BANKING DEPARTMENT
I, CARMINE M. TENGA, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF THE BANK OF NEW YORK, under Section
8005 of the Banking Law," dated December 30, 1992, providing for an increase in
capital stock from $951,201,325 consisting of a) 11,666,671 shares of common
stock of the par value of seventy-five dollars ($75) per share; b) 1,500,000
shares of preferred stock of the par value of fifty dollars ($50) per share; and
c) 1,201,000 shares of preferred stock of the par value of one dollar ($1) per
share to $1,576,201,000 consisting of a) 20,000,000 shares of common stock of
the par value of seventy-five dollars ($75) per share; b) 1,500,000 shares of
preferred stock of the par value of fifty dollars ($50) per share; and c)
1,201,000 shares of preferred stock of the par value of one dollar ($1) per
share.
WITNESS, my hand and official seal of the Banking Department at the City of New
York, this 31st day of December in the Year of our Lord one thousand nine
hundred and ninety-two
/s/ CARMINE M. TENGA
-------------------------------
Deputy Superintendent of Banks.
CERTIFICATE OF AMENDMENT
OF
THE ORGANIZATION CERTIFICATE
OF
THE BANK OF NEW YORK
Under Section 8005 of the Banking law
We, the undersigned, Deno D. Papageorge, Senior Executive Vice President,
and Jacqueline R. McSwiggan, Vice President and Secretary, respectively, of The
Bank of New York, do hereby certify and state as follows:
1. The name of the Corporation is The Bank of New York; the name under
which it was originally incorporated is the Mutual Benefit Life Policy, Loan and
Trust Company of New York.
2. The Corporation was created by a special law. The chapter number and
year of passage of such law are Chapter 616 of the laws passed in 1871.
3. Organization Certificate of the Corporation, as heretofore amended by
certificates filed pursuant to law, is hereby further amended, to revise
Section A, which relates to the Corporation's capital structure, to read as set
forth below:
"A. The Aggregate number of shares which the Corporation shall have
authority to issue is twenty-two million seven hundred one thousand
(22,701,000), consisting of:
(a) Twenty million (20,000,000) shares of common stock of the
par value of seventy-five dollars ($75) per share;
(b) One million five hundred thousand (1,500,000) shares of
preferred stock of the par value of fifty dollars ($50) per share;
and
(c) One million two hundred one thousand (1,201,000) shares of
preferred stock of the par value of one dollar ($1) par share."
4. This amendment was authorized by resolution of the board of directors
of the Corporation and by written consent of its sole shareholder.
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IN WITNESS WHEREOF, this Certificate has been signed this 30th day of
December, 1992.
/s/ Deno D. Papageorge
-------------------------------------
Deno D. Papageorge
Senior Executive Vice President
/s/ Jacqueline R. McSwiggan
-------------------------------------
Jacqueline R. McSwiggan
Vice President and Secretary
STATE OF NEW YORK )
): ss.:
COUNTY OF NEW YORK )
On this 30th day of December, 1992 before me personally appeared Deno D.
Papageorge and Jacqueline R. McSwiggan who to me known did depose and say that
they are the persons described in and who executed the foregoing instrument;
that they read the contents thereof and they know them to be true.
/s/ Deno D. Papageorge
-------------------------------------
Deno D. Papageorge
Senior Executive Vice President
/s/ Jacqueline R. McSwiggan
-------------------------------------
Jacqueline R. McSwiggan
Vice President and Secretary
Sworn to before me this 30th
day of December, 1992.
/s/ Patricia K. Dolan
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Notary Public Counterparty Filed in the
Patricia K. Dolan Office of the Superintendent of
Notary Public State of New York Banks, State of New York,
[ILLEGIBLE] this 31st day of December 1992
Qualified in New York County
Commission Expires January 8, 1994
STATE OF NEW YORK
BANKING DEPARTMENT
I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New York,
DO HEREBY APPROVE the annexed certificate entitled "CERTIFICATE OF AMENDMENT OF
THE ORGANIZATION CERTIFICATE OF THE BANK OF NEW YORK, under Section 8005 of the
Banking Law", dated November 19, 1996, providing for an increase in capital
stock from $1,576,201,000 consisting of a) 20,000,000 shares of common stock of
the par value of seventy-five dollars ($75) per share; b) 1,500,000 shares of
preferred stock of the par value of fifty dollars ($50) per share; and c)
1,201,000 shares of preferred stock of the par value of one dollar ($1) per
share to $2,276,201,000 consisting of a) 20,000,000 shares of common stock of
the par value of seventy-five dollars ($75) per share; b) 1,500,000 shares of
preferred stock of the par value of fifty dollars ($50) per share; and c)
701,201,000 shares of preferred stock of the par value of one dollar ($1) per
share.
WITNESS, my hand and official seal of the Banking Department at the City of
New York, this 20th day of November in the Year of our Lord one thousand
nine hundred and ninety-six.
/s/ Manuel Kursky
Deputy Superintendent of Banks.
CERTIFICATE OF AMENDMENT
OF
THE ORGANIZATION CERTIFICATE
OF
THE BANK OF NEW YORK
UNDER SECTION 8005 OF THE BANKING LAW
Legal Department
The Bank of New York
One Wall Street
New York, New York 10286
CERTIFICATE OF AMENDMENT
OF
THE ORGANIZATION CERTIFICATE
OF
THE BANK OF NEW YORK
Under Section 8005 of the Banking Law
We, the undersigned, Deno Papageorge, Senior Executive Vice President, and
Jacqueline R. McSwiggan, Vice President and Secretary, respectively, of The Bank
of New York, do hereby certify and state as follows;
1. The name of the Corporation is The Bank of New York; the name under
which it was originally incorporated is the Mutual Benefit Life Policy, Loan and
Trust Company of New York.
2. The Corporation was created by a special law. The chapter number and
year of passage of such law are chapter 616 of the laws passed in 1871.
3. The Organization Certificate of the Corporation, as heretofore amended
by certificates filed pursuant to law, is hereby further amended, to revise
Section A, which relates to the Corporation's capital structure and which
currently provides authorization for the issuance of twenty million (20,000,000)
shares of common stock of the par value of seventy-five dollars ($75) per share,
one million five hundred thousand (1,500,000) shares of preferred stock of the
par value of fifty dollars ($50) par share and one million two hundred one
thousand (1,201,000) shares of preferred stock of the par value of one dollar
($1) par share, to read in its entirety as follows:
"A. The Aggregate number of shares which the corporation shall have
authority to issue is 723,701,000 consisting of:
(a) Twenty million (20,000,000) shares of common stock of
the par value of seventy-five dollars. ($75) per share;
(b) One million five hundred thousand (1,500,000) shares of
preferred stock of the par value of fifty dollars ($50)
per share; and
(c) Seven hundred one million two hundred thousand
(701,201,000) shares of preferred stock of the par
value of one dollar ($1) per share."
-2-
4. The Corporation's organization certificate, as heretofore amended by
certificates filed pursuant to law is hereby amended by the addition of Section
E stating the number, designation, relative rights, preferences and limitations
of the 7 1/2% Noncumulative Preferred Stock to read as below set forth:
"E." (a) Number of Shares; Designation of Series.
There shall be a series of the class of Preferred Stock
consisting of seven hundred million (700,000,000) shares of the par
value of one dollar ($1) per share designated "7 1/2% Noncumulative
Preferred Stock" (hereinafter called this "Series").
(b) Dividends.
(1) Dividend Rate. Subject to Section (b)(3), dividends on the
shares of this Series shall be at a percentage rate par annum equal
to 7.50% of the amount of the Liquidation Preference (as defined
below) per share, for the actual number of days elapsed during the
relevant Dividend Period (as defined below). No interest will be
paid on or in respect of any dividend on this Series. For purposes
of this Series, "Dividend Period" shall mean the period from and
including any Dividend Payment Date (as defined below) to but
excluding the next Dividend payment Date; provided, that the initial
Dividend Period shall be the period from and including the date of
original issuance of shares of the Series to but excluding the
initial Dividend Payment Date.
(2) Dividend Payment Dates. Dividends on the shares of this
Series shall be payable, from funds legally available therefor, when
and as declared in the discretion of the Board of Directors, on the
15th day of February, May, August and November in each year
commencing on February 15, 1997, unless any such date is not a
Business Day, in which event dividends on this Series shall be
payable on the next succeeding Business Day (each date on which
dividends on this Series are payable, a "Dividend Payment Date").
For purposes of this Series, "Business Day" shall mean a day on
which the New York Stock Exchange is open for trading and which is
not a day on which banks in New York City are generally authorized
by law to close.
(3) Dividends Noncumulative. Dividends on the shares of this
Series are noncumulative. If the Board of Directors fails to declare
a dividend for any Dividend Period in respect of this Series, the
right of
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holders of shares of this Series to receive a dividend in respect of
such Dividend Period shall be lost, and the Corporation shall have
no obligation to pay the dividend accrued for such dividend period
or to pay any interest thereon, whether or not dividends on this
series are declared for any further Dividend Period.
(4) Limitation of Dividends on Junior Banking Stock. If at
any time the dividend stated to be payable on this Series for the
most recently completed Dividend Period was not declared and paid in
full, or if a sum has not been set aside to provide for such payment
in full, an amount equal to the full dividend stated to be
payable for this Series for the then-current Dividend Period will
be set aside to provide for the payment in full of such dividend on
the Dividend Payment Date with respect to such current Dividend
Period before any dividend or other distribution, whether in cash or
property, will be paid on or declared or set apart for any shares of
Common Stock of the Corporation or any other shares of capital stock
of the Corporation which rank junior to this Series as to dividends,
whether now or hereafter authorized, and before any moneys will be
set aside for or applied to any redemption, retirement, purchase or
other acquisition (either pursuant to any applicable purchase or
sinking fund provisions or otherwise) of any shares of Common Stock
of the Corporation or any other shares of capital stock of the
Corporation that are junior to this Series as to dividends, whether
now or hereafter authorized; provided, however, that any moneys
deposited in any purchase or sinking fund provided for any shares of
capital stock of the Corporation in compliance with the provisions
of such fund and in compliance at the time of such deposit with the
provisions of this Section (b) (4) may thereafter be applied to the
purchase or redemption of such shares in accordance with the terms
of such purchase or sinking fund. If at any time there shall be
outstanding any shares of any other class or series of stock ranking
on a parity as to dividends with this Series, no dividends will be
declared on this Series or any other such parity stock in respect of
any dividend payable during the same period unless there shall be
declared on all shares of this Series and other such parity stock
dividends payable in proportion to their respective dividend periods
and dividend rates per annum. Holders of shares of this Series shall
not be entitled to any dividend, whether payable in cash, property
or stock, in excess of full dividends, as herein provided, on this
Series. The foregoing provisions of this Section
-4-
(b)(4) shall not apply to or prevent a dividend or distribution
payable in shares of stock which are junior to this Series as to
dividends and upon liquidation, or apply to or prevent the
acquisition of shares of stock upon conversion thereof into or in
exchange solely for shares of such junior stock.
(c) Redemption. The shares of this Series shall not be
redeemable by the Corporation, and no holder thereof shall have the
right to require the Corporation to redeem any such shares.
(d) Conversion or Exchange. The holders of shares of this
Series shall not have any rights to convert such shares into, or
exchange such shares for, shares of any other class or classes or of
any other series of any class or classes of capital stock of the
Corporation.
(e) Voting. Except as required from time to time by law, the
shares of this Series shall not have any voting powers, either
general or special.
(f) Liquidation.
(1) Upon the dissolution, liquidation or winding up of the
Corporation, the holders of the shares of this Series shall be
entitled to receive out of the assets of the Corporation, before any
payment or distribution shall be made on the Common Stock or on any
other class of stock ranking junior to the Preferred Stock upon
liquidation, the amount of $1 per share, plus a sum equal to all
dividends (whether or not earned or declared) on such shares accrued
and unpaid thereon to the date of final distribution (the
"Liquidation Preference"),
(2) Neither the consolidation nor merger of the Corporation
into or with any corporation, nor the sale, transfer or lease by the
Corporation of all or any part of its property will be deemed to be
a liquidation, dissolution or winding up of the Corporation within
the meaning of this Section (f).
(3) After the payment to the holders of the shares of this
Series of the full preferential amounts provided for in this
Section (f), the holders of this Series as such shall have no right
or claim to any of the remaining assets of the Corporation.
(4) If the assets of the Corporation available for
distribution to the holders of shares of this
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Series upon any dissolution, liquidation or winding up of the
corporation, whether voluntary or involuntary, shall be insufficient
to pay in full all amounts to which such holders are entitled
pursuant to Section (f)(1), no such distribution shall be made on
account of any shares of any other series of Preferred Stock or of
any other class ranking on a parity with the shares of this Series
upon such dissolution, liquidation or winding up unless
proportionate distributive amounts shall be paid on account of the
shares of this Series, ratably in accordance with the sums which
would be payable in such distribution if all sums payable, in
respect of the shares of all series of Preferred Stock and any such
other class as aforesaid were discharged in full.
(g) For purposes of this Section E, any stock of any class or
series of the Corporation shall be deemed to rank:
(1) Prior to the shares of this Series, either as to dividends
or upon liquidation, if the holders of such class or series shall be
entitled to the receipt of dividends or of amounts distributable
upon dissolution, liquidation or winding up of the Corporation, as
the case may be, in preference or priority to the holders of shares
of this Series;
(2) On a parity with shares of this Series, either as to
dividends or upon liquidation, whether or not the dividend rates,
dividend payment dates or redemption or liquidation prices per share
or sinking fund provisions, if any, be different from those of this
Series, if the holders of such class or series shall be entitled to
the receipt of dividends or of amounts distributable upon
dissolution, liquidation or winding up of the Corporation, as the
case may be, in proportion to their respective dividend rates or
liquidation prices, without preference or priority, one over the
other, as between the holders of such stock and the holders of
shares of this Series; and
(3) Junior to shares of this Series, either as to dividends or
upon liquidation, if such class or series shall be Common Stock or
if the holders of shares of this Series shall be entitled to receipt
of dividends or of amounts distributable upon dissolution,
liquidation or winding up of the Corporation, as the case may be, in
preference or priority to the holders of shares of such class or
series.
-6-
5. This amendment was authorized by resolution of the board of
directors of the Corporation and by written consent of its sole
shareholder.
IN WITNESS WHEREOF, this Certificate has been signed this
19th day of November, 1996.
/s/ Deno D. Papageorge
----------------------------------
Deno D. Papageorge
Senior Executive Vice President
/s/ Jacqueline R. McSwiggan
----------------------------------
Jacqueline R. McSwiggan
Vice President and Secretary
STATE OF NEW YORK )
): ss.:
COUNTY OF NEW YORK )
On this 19th day of November, 1996 before me personally
appeared Deno D. Papageorge and Jacqueline R. McSwiggan who to me
known did depose and say that they are the persons described in and
who executed the foregoing instrument; that they read the contents
thereof and they know them to be true.
/s/ Deno D. Papageorge
----------------------------------
Deno D. Papageorge
Senior Executive Vice President
/s/ Jacqueline R. McSwiggan
----------------------------------
Jacqueline R. McSwiggan
Vice President and Secretary
Sworn to before me this 19th
day of November, 1996
/s/ Sylvia Cohen
--------------------------------
NOTARY PUBLIC
SYLVIA COHEN
Notary Public, State of New York
No. 31-5747980
Qualified in New York County
Commission Expires July 31, 1998
EXHIBIT 4 TO FORM T-1
BYLAWS
(ATTACHED)
BY-LAWS
OF
THE BANK OF NEW YORK
As amended through May 13, 2003
TABLE OF CONTENTS
Page No.
ARTICLE I Stockholders........................................................4
SECTION 1.1. Annual Meeting..................................................4
SECTION 1.2. Special Meetings................................................4
SECTION 1.3. Notice of Meetings..............................................4
SECTION 1.4. Quorum of Stockholders..........................................4
ARTICLE II Board of Directors.................................................5
SECTION 2.1. Number of Directors.............................................5
SECTION 2.2. Eligibility.....................................................5
SECTION 2.3. Meetings of the Board...........................................5
SECTION 2.4. Quorum of Directors and Action by the Board ....................6
SECTION 2.5. Removal of Directors ...........................................6
SECTION 2.6. Vacancies.......................................................6
SECTION 2.7. Compensation ...................................................6
SECTION 2.8. Minutes.........................................................6
SECTION 2.9. Reports.........................................................6
SECTION 2.10 Action Without a Meeting........................................6
ARTICLE III Executive Committee ..............................................6
SECTION 3.1. Membership......................................................6
SECTION 3.2. Time and Place of Meetings......................................7
SECTION 3.3. Special Meetings................................................7
SECTION 3.4. Quorum..........................................................7
SECTION 3.5. Compensation....................................................7
SECTION 3.6. Minutes.........................................................7
SECTION 3.7. Reports.........................................................7
ARTICLE IV Other Committees...................................................7
SECTION 4.1. Examining Committee.............................................7
SECTION 4.2. Other Committees of Directors Officers and/or Other Persons.....7
SECTION 4.3. Compensation ...................................................8
SECTION 4.4. Manner of Acting................................................8
ARTICLE V Officers............................................................8
SECTION 5.1. Principal Executive Officers....................................8
SECTION 5.2. Senior Executive Officers.......................................8
SECTION 5.3. Other Senior Officers...........................................8
SECTION 5.4. Appointed Officers..............................................9
SECTION 5.5. Bonds...........................................................9
SECTION 5.6. General Supervisory Powers......................................9
SECTION 5.7. Executive Officers..............................................9
SECTION 5.8. Senior Vice Presidents and Vice Presidents......................9
SECTION 5.9. Secretary.......................................................9
SECTION 5.10.Treasurer.......................................................9
8
SECTION 5.11. Comptroller....................................................9
SECTION 5.12. Auditor.......................................................10
SECTION 5.13. Other Officers................................................10
ARTICLE VI Signing Authorities ..............................................10
SECTION 6.1. Real Property..................................................10
SECTION 6.2. Senior Signing Powers..........................................10
SECTION 6.3. Limited Signing Powers.........................................10
SECTION 6.4. Powers of Attorney.............................................10
SECTION 6.5. Auditor........................................................11
ARTICLE VII. Indemnification.................................................11
SECTION 7.1. Indemnification................................................11
SECTION 7.2. Other Indemnification..........................................11
ARTICLE VIII Capital Stock...................................................11
SECTION 8.1. Certificates of Stock..........................................11
SECTION 8.2. Transfer of Certificates.......................................11
SECTION 8.3. New Certificates...............................................11
ARTICLE IX Corporate Seal....................................................12
SECTION 9.1. The Seal.......................................................12
ARTICLE X Amendment of By-Laws ..............................................12
SECTION 10.1. Procedure for Amendments......................................12
9
BY-LAWS
of
The Bank of New York
As amended through May 13, 2003
ARTICLE I
STOCKHOLDERS
SECTION 1.1. Annual Meeting. The annual meeting of stockholders of The
Bank of New York (hereinafter called the Bank) for the election of directors and
the transaction of such other business as properly may be brought before such
meeting shall be held within each calendar year at the principal office of the
Bank, or such other place as shall be specified in the notice of such meeting,
on such day and at such hour as may be fixed by the Board of Directors
(hereinafter called the Board).
SECTION 1.2. Special Meetings. Special meetings of the stockholders of the
Bank (hereinafter called the stockholders) may be called by the Board, the
Chairman of the Board or the President and shall be called upon the written
request of the holders of record of a majority of the outstanding shares of
stock of the Bank entitled to vote at the meeting requested to be called. Such
meetings of stockholders shall be held on such day and at such hour and at such
place, within or without the State of New York, as may be fixed by the Board.
SECTION 1.3. Notice of Meetings. Notice of each meeting of stockholders
shall be given in writing, not less than ten nor more than fifty days before the
date of the meeting, to each stockholder entitled to vote at such meeting, and
shall state the place, date and hour of the meeting and the purpose or purposes
for which the meeting is called. If mailed, such notice shall be deemed to have
been given when deposited in the United States mail, with postage thereon
prepaid, directed to the stockholder at his address as it appears on the record
of stockholders.
Notwithstanding the foregoing, notice of meeting need not be given to any
stockholder who submits a signed waiver of notice, in person or by proxy,
whether before or after the meeting. The attendance of any stockholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by him.
SECTION 1.4. Quorum of Stockholders. The holders of a majority of the
shares entitled to vote thereat shall constitute a quorum at a meeting of
stockholders for the transaction of any business. At all meetings of
stockholders, a quorum being present, all matters, except as otherwise provided
by law or the Organization Certificate of the Bank, shall be authorized by a
majority of the votes cast at the meeting by the stockholders present in person
or by proxy and entitled to vote thereon, the stockholders present may adjourn
the meeting despite the absence of a quorum.
10
ARTICLE II
BOARD OF DIRECTORS
SECTION 2.1. Number of Directors. The business of the Bank shall be
managed by the Board which shall consist of such number of directors, within the
minimum and maximum limits prescribed in the Organization Certificate of the
Bank, as from time-to-time shall be determined by the vote of a majority of the
directors then in office or by the stockholders. In the event of any increase in
the number of directors, additional directors shall be elected in the manner
herein prescribed for the filling of vacancies. No decrease in the number of
directors shall shorten the term of any incumbent director. All directors must
possess such qualifications as to stock ownership, citizenship, residence and
age as are prescribed by the Banking Law. Directors shall hold office until the
next annual meeting of the stockholders and until their successors are elected
and have qualified.
SECTION 2.2. Eligibility. No person shall be eligible for election or
reelection as a member of the Board who shall have attained the age of seventy
years.
SECTION 2.3. Meetings of the Board. An annual meeting of the Board shall
be held in each year within fifteen days after the annual meeting of
stockholders. Regular meetings of the Board shall be held on such day and at
such hour as the directors may fix from time-to-time, and no notice thereof need
be given. In case any date for a meeting shall fall on a public holiday, such
meeting shall be held on the next succeeding business day. Special meetings of
the Board may be held at any time upon the call of the Chief Executive Officer
or, in his absence, a principal executive officer and shall be called upon the
written request of any two directors.
Meetings of the Board shall be held at such places within or without the
State of New York as may be fixed by the Board. If no place is so fixed,
meetings of the Board shall be held at the principal office of the Bank in the
City of New York.
Notices of the annual and special meetings of the Board shall be given by
delivery, mail, telegraph, facsimile, e-mail, radio or cable to each director at
his usual place of business or residence address not later than noon, New York
time, on the third day prior to the day on which the meeting is to be held or,
if given personally or by telephone, not later than noon, New York time, on the
day before the day on which the meeting is to be held.
Notice of a meeting of the Board need not be given to any director who
submits a signed waiver of notice whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to him.
A majority of the directors present, whether or not a quorum is present,
may adjourn any meeting to another time and place. Except for announcement at
the meeting, notice of the time and place of any adjourned meeting need not be
given.
11
Members of the Board may participate in a meeting of the Board by means of
a conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.
SECTION 2.4. Quorum of Directors and Action by the Board. One-third of the
entire Board, but in no case less than five directors, shall constitute a quorum
for the transaction of business. Except as otherwise required by law, the
Organization Certificate of the Bank or these By-laws, the vote of a majority of
the directors present at a meeting at the time of such vote, if a quorum is then
present, shall be the act of the Board.
SECTION 2.5. Removal of Directors. Any one or more of the directors may be
removed for cause by action of the Board. Any or all of the directors may be
removed with or without cause by vote of the stockholders.
SECTION 2.6. Vacancies. All vacancies in the office of director shall be
filled by election by the stockholders, except that vacancies not exceeding
one-third of the entire Board may be filled by the affirmative vote of a
majority of the directors in office and the directors so elected shall hold
office for the balance of the unexpired term.
SECTION 2.7. Compensation. Members of the Board, except members who are
officers of The Bank of New York Company, Inc. or any of its subsidiaries, shall
be entitled to receive such compensation and such fees for attendance as the
Board shall fix from time-to-time.
SECTION 2.8. Minutes. Regular minutes of the proceedings of the Board
shall be kept in books to be provided for that purpose which shall always be
open for the inspection of any director.
SECTION 2.9. Reports. At each regular meeting of the Board there shall be
submitted a report of the concerns and business of the Bank, including such
reports as shall be required by law or by regulation of the authorities having
jurisdiction over the Bank.
SECTION 2.10. Action without a Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof, to the extent permitted by law and regulation, may be taken without a
meeting if all members of the Board or of such committee, as the case may be,
consent thereto in writing and such consent is filed with the minutes of the
proceedings of the Board or such committee.
ARTICLE III
EXECUTIVE COMMITTEE
SECTION 3.1. Membership. The Board, by resolution adopted by a majority of
the entire Board at its annual meeting, shall designate from among its members
an Executive Committee, consisting of not less than five directors,
12
which shall have all the authority of the Board, except as may be otherwise
provided by law.
Vacancies in the Executive Committee shall be filled by the Board. The
Board may designate one or more directors as alternate members of the Executive
Committee who may replace any absent member or members at any meeting of such
committee.
SECTION 3.2. Time and Place of Meetings. There shall be meetings of the
Executive Committee at the principal office of the Bank, on such day, at such
hour and at such place as the Committee may fix from time-to-time, and no notice
thereof need be given.
SECTION 3.3. Special Meetings. Special meetings of the Executive Committee
may be called at any time by the Chief Executive Officer or, in his absence, a
principal executive officer and shall be called upon the written request of any
two members of the Committee. Notice of such meetings shall be given or waived
as provided in Article II for special meetings of the Board.
SECTION 3.4. Quorum. A majority of the members of the Executive Committee
shall constitute a quorum for the transaction of business. Members of the
Executive Committee may participate in a meeting of the Executive Committee by
means of a conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
SECTION 3.5. Compensation. The members of the Executive Committee, other
than officers of The Bank of New York Company, Inc. or any of its subsidiaries,
shall receive such compensation and fees as the Board may determine from
time-to-time.
SECTION 3.6. Minutes. Regular minutes of the proceedings of the Executive
Committee shall be kept in books to be provided for that purpose which shall
always be open for the inspection of any director. Minutes of the meetings of
the Executive Committee since the previous meeting of the Board shall be
submitted at the next regular monthly meeting of the Board.
SECTION 3.7. Reports. At each meeting of the Executive Committee there
shall be submitted a report of the concerns and business of the Bank, including
such reports as shall be required by law or by regulation of the authorities
having jurisdiction over the Bank.
ARTICLE IV
OTHER COMMITTEES
SECTION 4.1. Examining Committee. The Board shall appoint an Examining
Committee of not less than three of its members, none of whom shall be an
officer of The Bank of New York Company, Inc. or any of its subsidiaries, who
shall hold office at the pleasure of the Board. The Committee shall conduct
examinations of the affairs of the Bank as required by the Banking Law or as
directed by the Board and shall have supervision over the activities of the
13
Auditor. The Committee also shall review the examinations of the Bank made by
the regulatory authorities and report to the Board its recommendations with
respect thereto.
SECTION 4.2. Other Committees of Directors, Officers and\or Other Persons.
The Board may appoint, or authorize the Chief Executive Officer or, in his
absence, a principal executive officer to appoint, from time-to-time, such other
committees consisting of directors, officers and/or other persons and having
such powers, duties and functions in or relating to the business and affairs of
the Bank as the Board may determine. Each such committee and each member thereof
shall serve at the pleasure of the Board and, in the case of any committee
appointed by the Chief Executive Officer or a principal executive officer, at
the pleasure of the Chief Executive Officer or, in his absence, of a principal
executive officer. A majority of all members of any such committee may determine
the rules of order and procedure of such committee and the time and place of its
meetings, unless the Board, or, in the case of any committee appointed by the
Chief Executive Officer or a principal executive officer, the Chief Executive
Officer or, in his absence, a principal executive officer, shall otherwise
provide.
SECTION 4.3. Compensation. Members of committees, other than officers of
The Bank of New York Company, Inc. or any of its subsidiaries, shall be paid
such compensation and such other fees for attendance at meetings as the Board
shall determine from time-to-time.
SECTION 4.4. Manner of Acting. Members of the Examining Committee or other
committees of directors, officers and/or other persons appointed by the Board
may participate in a meeting of such committee by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.
ARTICLE V
OFFICERS
SECTION 5.1. Principal Executive Officers. The Board at its annual meeting
shall elect from its number a Chairman of the Board (hereinafter called the
Chairman), who shall serve also as Chairman of the Executive Committee, and a
President, one of whom shall be designated to act as and to carry the additional
title of Chief Executive Officer; provided that any two or more offices may be
held by the same person. The Board may designate the President or Chairman, or
one of the persons holding titles provided in Section 5.2, to act as and carry
the additional title of Chief Operating Officer. Officers elected pursuant to
this Section 5.1 shall hold office during the pleasure of the Board, which may
fill any vacancy and change the designation of the Chief Executive Officer or
Chief Operating Officer at any regular or special meeting. Officers elected
under this section may be removed with or without cause by the Board.
SECTION 5.2. Senior Executive Officers. The Board or the Executive
Committee shall elect one or more senior executive officers, any of whom may be
designated Vice Chairman of the Board, or Senior Executive Vice President and
may elect such other officers with such titles as may be specified upon
election. The order of seniority shall be determined by the Chief Executive
Officer with the approval of the Board or the Executive Committee. Senior
14
executive officers elected under this section may be removed with or without
cause by the Board.
SECTION 5.3. Other Senior Officers. The Board or the Executive Committee
shall elect a Secretary; a Treasurer; a Comptroller; an Auditor; and such other
officers with such titles as may be specified upon election. The order of
seniority shall be determined by the Chief Executive Officer with the approval
of the Board or the Executive Committee. The Chief Executive Officer or, in his
absence, a principal executive officer, may remove any of the officers elected
under this section with or without cause with the approval of the Board or the
Executive Committee.
SECTION 5.4. Appointed Officers. Officers of the Bank carrying titles set
forth in this section may be appointed and removed with or without cause by the
Chief Executive Officer or, in his absence, by a principal executive officer.
Such officers may include one or more Executive Vice Presidents; one or more
Managing Directors; one or more Senior Vice Presidents; one or more Vice
Presidents; one or more Assistant Vice Presidents; and such other officers with
such titles as may be specified upon appointment.
SECTION 5.5. Bonds. The Board may require any or all officers or employees
to give bonds from time-to-time.
SECTION 5.6. General Supervisory Powers. The Chief Executive Officer or,
in his absence, a principal executive officer, shall have general supervision of
the policies and operations of the Bank which shall in every case be subject to
the direction and control of the Board.
SECTION 5.7. Executive Officers. The principal executive officers, the
senior executive officers and Executive Vice Presidents shall participate in the
supervision of the policies and operations of the Bank as directed by the Chief
Executive Officer. In his absence a principal executive officer, or a senior
executive officer in the order of seniority determined by the Chief Executive
Officer as provided in Section 5.2, shall have general supervision of such
policies and operations.
SECTION 5.8. Senior Vice Presidents and Vice Presidents. Senior Vice
Presidents and Vice Presidents shall participate in the supervision of
operations of the Bank as directed by the Chief Executive Officer. They shall
perform such other duties as shall be assigned to them by the Board, the Chief
Executive Officer or an executive officer.
SECTION 5.9. Secretary. The Secretary shall keep the minutes of all
meetings of the Board and of the Executive Committee; shall attend to the giving
of such notices of meetings as may be required by these By-laws and shall
perform all the duties assigned to him by the Board or the Chief Executive
Officer and in general those duties incident to the office of Secretary. He
shall have custody of the corporate seal and shall have authority to affix the
same to any documents requiring such seal and to attest the same. In the absence
of the Secretary, an Assistant Secretary shall act in his stead.
15
SECTION 5.10. Treasurer. The Treasurer shall have the care and custody of
all moneys, funds and other property of the Bank which may come into his hands
and shall perform such other duties as may be assigned to him from time-to-time
by the Board or the Chief Executive Officer.
SECTION 5.11. Comptroller. The Comptroller shall exercise general
supervision over, and be responsible for, all matters pertaining to the
accounting and bookkeeping of the Bank. He shall keep the permanent records of
property and indebtedness and of all transactions bearing on the financial
affairs of the Bank. The Comptroller shall perform such additional duties as
shall be assigned to him by the Board or the Chief Executive Officer. He shall
at any time on the request of any three directors report to the Board or the
Executive Committee such matters concerning the affairs of the Bank as, in his
or their judgment, should be brought to the attention of the directors.
SECTION 5.12. Auditor. The Auditor shall report directly to the Chief
Executive Officer and, through the Examining Committee, to the Board. He shall
be responsible for the planning and direction of the internal auditing function
and the evaluation of the internal control safeguards of the Bank. He shall
perform such additional duties as shall be assigned by the Board, the Examining
Committee or the Chief Executive Officer.
SECTION 5.13. Other Officers. All officers whose duties are not described
by these By-laws shall perform such duties as may be designated by the Chief
Executive Officer or any officer authorized by him to do so.
ARTICLE VI
SIGNING AUTHORITIES
SECTION 6.1. Real Property. Real property owned by the Bank in its own
right shall not be deeded, conveyed, mortgaged, assigned or transferred except
when duly authorized by a resolution of the Board. The Board may from
time-to-time authorize officers to deed, convey, mortgage, assign or transfer
real property owned by the Bank in its own right with such maximum values as the
Board may fix in its authorizing resolution.
SECTION 6.2. Senior Signing Powers. Subject to the exception provided in
Section 6.1, the Chairman, the President, any Vice Chairman of the Board, any
Senior Executive Vice President and any Executive Vice President is authorized
to accept, endorse, execute or sign any document, instrument or paper in the
name of, or on behalf of, the Bank in all transactions arising out of, or in
connection with, the normal course of the Bank's business or in any fiduciary,
representative or agency capacity and, when required, to affix the seal of the
Bank thereto. In such instances as in the judgment of the Chairman, the
President, any Vice Chairman of the Board, any Senior Executive Vice President
or any Executive Vice President may be proper and desirable, any one of said
officers may authorize in writing from time-to-time any other officer to have
the powers set forth in this section applicable only to the performance or
discharge of the duties of such officer within his or her particular division or
function. Any officer of the Bank authorized in or pursuant to Section 6.3 to
have any of the powers set forth therein, other than the officer signing
pursuant to this Section 6.2, is authorized to attest to the seal of the Bank on
any documents requiring such seal.
16
SECTION 6.3. Limited Signing Powers. Subject to the exception provided in
Section 6.1, in such instances as in the judgment of the Chairman, the
President, any Vice Chairman of the Board, any Senior Executive Vice President,
or any Executive Vice President may be proper and desirable, any one of said
officers may authorize in writing from time to time any other officer, employee
or individual to have the limited signing powers or limited power to affix the
seal of the Bank to specified classes of documents set forth in a resolution of
the Board applicable only to the performance or discharge of the duties of such
officer, employee or individual within his or her division or function.
SECTION 6.4 Powers of Attorney. All powers of attorney on behalf of the
Bank shall be executed by any officer of the Bank jointly with the Chairman of
the Board, the President, any Vice Chairman, any Senior Executive Vice
President, any Executive Vice President, any Senior Vice President or any
Managing Director, provided that the execution by such Senior Vice President or
Managing Director of said Power of Attorney shall be applicable only to the
performance or discharge of the duties of such officer within his or her
particular division or function. Any such power of attorney may, however, be
executed by any officer or officers or person or persons who may be specifically
authorized to execute the same by the Board of Directors and, at foreign
branches only, by any two officers provided one of such officers is the Branch
Manager.
SECTION 6.5. Auditor. The Auditor or any officer designated by the Auditor
is authorized to certify in the name of, or on behalf of the Bank, in its own
right or in a fiduciary or representative capacity, as to the accuracy and
completeness of any account, schedule of assets, or other document, instrument
or paper requiring such certification.
ARTICLE VII
INDEMNIFICATION
SECTION 7.1. Indemnification. Any person made, or threatened to be made, a
party to any action or proceeding, whether civil or criminal, by reason of the
fact that he, his testator or intestate, is or was a director, trustee, officer
or employee of the Bank or serves or served any other corporation in any
capacity, at the request of the Bank, shall be indemnified by the Bank and the
Bank may advance his related expenses, to the full extent permitted by law. For
purposes of this Article VII, the Bank may consider the term "Bank" to include
any corporation which has been merged or consolidated into the Bank or of which
the Bank has acquired all or substantially all the assets in a transaction
requiring authorization by the shareholders of the corporation whose assets were
acquired.
SECTION 7.2. Other Indemnification. The foregoing provisions of this
Article VII shall apply in respect of all alleged or actual causes of action
accrued before, on or after September 1, 1964, except that, as to any such cause
of action which accrued before such date, the Bank may provide, and any person
concerned shall be entitled to, indemnification under and pursuant to any
statutory provision or principle of common law in effect prior to such date, all
to the extent permitted by law.
17
ARTICLE VIII
CAPITAL STOCK
SECTION 8.1. Certificates of Stock. Certificates of stock shall be signed
by the Chairman, the President or a Vice President and the Secretary or an
Assistant Secretary and may bear the seal of the Bank. The signatures and the
seal may be facsimile to the extent permitted by law. In case any officer who
has signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the Bank with the same effect as if he were such officer at the date
of issue.
SECTION 8.2. Transfer of Certificates. Separate books of transfer shall be
kept in which transfers of shares of stock shall be entered by the person
entitled to make such transfer or his attorney-in-fact, upon surrender of the
certificate for the shares to be transferred in proper form for such transfer.
SECTION 8.3. New Certificates. No new certificate shall be issued until
the former certificate is cancelled except when a certificate is lost or
destroyed a new certificate may be issued on such terms as the Board may
prescribe.
ARTICLE IX
CORPORATE SEAL
SECTION 9.1. The Seal. The Board shall provide a corporate seal for the
Bank which may be affixed to any document, certificate or paper and attested by
such individuals as provided by these By-laws or as the Board may from
time-to-time determine.
ARTICLE X
AMENDMENT OF BY-LAWS
SECTION 10.1. Procedure for Amendments. By-laws of the Bank may be
adopted, amended or repealed by vote of the stockholders entitled to vote in any
election of directors. By-laws may also be adopted, amended or repealed by a
majority of all the directors then in office. Any By-law adopted by the Board
may be amended or repealed by the stockholders entitled to vote thereon as
hereinabove provided. If any By-law regulating an impending election of
directors is adopted, amended or repealed by the Board, there shall be set forth
in the notice of the next meeting of stockholders for the election of directors
the By-law so adopted, amended or repealed, together with a concise statement of
the changes made.
18
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
2004, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency
and coin ...................................... $ 3,036,306
Interest-bearing balances ....................... 9,034,655
Securities:
Held-to-maturity securities ..................... 1,693,598
Available-for-sale securities ................... 20,325,634
Federal funds sold and securities purchased
under agreements to resell ......................
Federal funds sold in domestic offices .......... 19,100
Securities purchased under agreements to
resell .......................................... 4,324,992
Loans and lease financing receivables:
Loans and leases held for sale .................. 6,685
Loans and leases, net of unearned
income ........................................ 37,402,355
LESS: Allowance for loan and
lease losses .................................. 594,211
Loans and leases, net of unearned
income and allowance .......................... 36,808,144
Trading Assets .................................... 3,420,107
Premises and fixed assets (including
capitalized leases) ............................. 969,419
Other real estate owned ........................... 1,253
Investments in unconsolidated subsidiaries
and associated companies ........................ 253,729
Customers' liability to this bank on
acceptances outstanding ......................... 166,157
Intangible assets .................................
Goodwill ........................................ 2,708,882
Other intangible assets ......................... 748,171
Other assets ...................................... 6,998,625
-----------
Total assets ...................................... $90,515,457
===========
LIABILITIES
Deposits:
In domestic offices ............................. $40,236,165
Noninterest-bearing ............................. 15,201,748
Interest-bearing ................................ 25,034,417
In foreign offices, Edge and Agreement
subsidiaries, and IBFs ........................ 24,110,224
Noninterest-bearing ............................. 300,559
Interest-bearing ................................ 23,809,665
Federal funds purchased and securities sold
under agreements to repurchase.................
Federal funds purchased in domestic
offices ....................................... 717,565
Securities sold under agreements to
repurchase .................................... 812,853
Trading liabilities ............................... 2,598,442
Other borrowed money:
(includes mortgage indebtedness and
obligations under capitalized leases) ........... 4,158,526
Not applicable
Bank's liability on acceptances executed and
outstanding ..................................... 167,267
Subordinated notes and debentures ................. 2,389,088
Other liabilities ................................. 6,730,454
-----------
Total liabilities ................................. $81,920,584
===========
Minority interest in consolidated
subsidiaries .................................... 142,058
EQUITY CAPITAL
Perpetual preferred stock and related
surplus ......................................... 0
Common stock ...................................... 1,135,284
Surplus ........................................... 2,087,205
Retained earnings ................................. 5,213,125
Accumulated other comprehensive income ............ 17,201
Other equity capital components ................... 0
- ----------------------------------------------------------------------
Total equity capital .............................. 8,452,815
-----------
Total liabilities, minority interest, and equity
capital ......................................... $90,515,457
===========
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.
Thomas J. Mastro,
Senior Vice President and Comptroller
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 in
conformance with the instructions and is true and correct.
Thomas A. Renyi |
Gerald L. Hassell | Directors
Alan R. Griffith |