Exhibit 25-2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
WACHOVIA BANK, NATIONAL ASSOCIATION
(Exact Name of Trustee as Specified in its Charter)
22-1147033
(I.R.S. Employer Identification No.)
301 S. COLLEGE STREET, CHARLOTTE, NORTH CAROLINA
(Address of Principal Executive Offices)
28288-0630
(Zip Code)
WACHOVIA BANK, NATIONAL ASSOCIATION
123 SOUTH BROAD STREET
PHILADELPHIA, PA 19109
ATTENTION: CORPORATE TRUST ADMINISTRATION
(215) 670-6300
(Name, address and telephone number of Agent for Service)
PECO ENERGY COMPANY
(Exact Name of Obligor as Specified in its Charter)
PENNSYLVANIA
State or other jurisdiction of Incorporation or Organization)
23-0970240
(I.R.S. Employer Identification No.)
2301 MARKET STREET
P.O. BOX 8699
PHILADELPHIA, PA
(Address of Principal Executive Offices)
19101
(Zip Code)
% SUBORDINATED DEBT SECURITIES DUE
(Title of Indenture Securities)
1. General information.
Furnish the following information as to the trustee:
a) Name and address of each examining or supervisory authority to which it is
subject:
Comptroller of the Currency
United States Department of the Treasury
Washington, D.C. 20219
Federal Reserve Bank
Richmond, Virginia 23219
Federal Deposit Insurance Corporation
Washington, D.C. 20429
b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
3. Voting securities of the trustee.
Furnish the following information as to each class of voting securities of
the trustee:
Not applicable - see answer to Item 13.
4. Trusteeships under other indentures.
If the trustee is a trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the following information:
Not applicable - see answer to Item 13.
5. Interlocking directorates and similar relationships with the obligor or
underwriters.
If the trustee or any of the directors or executive officers of the trustee
is a director, officer, partner, employee, appointee, or representative of the
obligor or of any underwriter for the obligor, identify each such person having
any such connection and state the nature of each such connection.
Not applicable - see answer to Item 13.
6. Voting securities of the trustee owned by the obligor or its officials.
Furnish the following information as to the voting securities of the trustee
owned beneficially by the obligor and each director, partner, and executive
officer of the obligor:
Not applicable - see answer to Item 13.
7. Voting securities of the trustee owned by underwriters or their officials.
Furnish the following information as to the voting securities of the trustee
owned beneficially by each underwriter for the obligor and each director,
partner, and executive officer of each such underwriter:
Not applicable - see answer to Item 13.
8. Securities of the obligor owned or held by the trustee.
Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for obligations in default by the
trustee:
Not applicable - see answer to Item 13.
9. Securities of underwriters owned or held by the trustee.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor, furnish
the following information as to each class of securities of such underwriter any
of which are so owned or held by the trustee:
Not applicable - see answer to Item 13.
10. Ownership or holdings by the trustee of voting securities of certain
affiliates or security holders of the obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge of
the trustee (1) owns 10 percent or more of the voting stock of the obligor or
(2) is an affiliate, other than a subsidiary, of the obligor, furnish the
following information as to the voting securities of such person:
Not applicable - see answer to Item 13.
11. Ownership or holdings by the trustee of any securities of a person owning 50
percent or more of the voting securities of the obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of the
trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such person
any of which are so owned or held by the trustee:
Not applicable - see answer to Item 13.
12. Indebtedness of the obligor to the trustee.
Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information:
Not applicable - see answer to Item 13.
13. Defaults by the obligor.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.
None.
(b) If the trustee is a trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been a default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.
None
14. Affiliations with the underwriters.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not applicable - see answer to Item 13.
15. Foreign trustee.
Identify the order or rule pursuant to which the trustee is authorized to act
as sole trustee under indentures qualified or to be qualified under the Act.
Not applicable - trustee is a national banking association organized under
the laws of the United States.
16. List of Exhibits.
List below all exhibits filed as part of this statement of eligibility.
__ 1. Copy of Articles of Association of the trustee as now in effect*
__ 2. Copy of the Certificate of the Comptroller of the Currency dated March 27,
2002, evidencing the authority of the trustee to transact business*
__ 3. Copy of the Certification of Fiduciary Powers of the trustee by the Office
of the Comptroller - of the Currency dated March 27,2002*
X 4. Copy of existing by-laws of the trustee
- --
__ 5. Copy of each indenture referred to in Item 4, if the obligor is in
default. -Not Applicable.
X 6. Consent of the trustee required by Section 321(b) of the Act.
- --
__ 7. Copy of report of condition of the trustee published pursuant to the
requirements of its supervising authority**
__ 8. Copy of any order pursuant to which the foreign trustee is authorized to
act as sole trustee under indentures qualified or to be qualified under
the Act. - Not Applicable
__ 9. Consent to service of process required of foreign trustees pursuant to
Rule 10a-4 under the Act. - Not Applicable
- ------------------------
*Previously filed with the Securities and Exchange Commission on April 11, 2002
as an Exhibit to Form T-1 in connection with Registration Statement Number
333-86036.
**This report is available over the Internet at the website of the Federal
Deposit Insurance Corporation and this report as therein contained is
incorporated herein by reference. This website is located at
http://www3.fdic.gov/idasp/main.asp. Once at that address, type in "Wachovia
Bank, National Association" at the field entitled "Institution Name" then click
on the "Find" field above where the name of the bank has been typed in then
click on the certificate number for Wachovia Corporation (33869) then click on
the "Generate Report" field.
NOTE
The trustee disclaims responsibility for the accuracy or completeness
of information contained in this Statement of Eligibility and Qualification not
known to the trustee and not obtainable by it through reasonable investigation
and as to which information it has obtained from the obligor and has had to rely
or will obtain from the principal underwriters and will have to rely.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939,the trustee,
Wachovia Bank, National Association, a national banking association organized
and existing under the laws of the United States of America, has duly caused
this Statement of Eligibility and Qualification to be signed on its behalf by
the undersigned, thereunto duly authorized, all in the City of Philadelphia and
the Commonwealth of Pennsylvania, on the 13th day of May, 2003.
Wachovia Bank, National Association
By:/s/George J. Rayzis
----------------------
George J. Rayzis
Vice President
Exhibit T-4
AMENDED AND RESTATED BY-LAWS OF
WACHOVIA BANK, NATIONAL ASSOCIATION
Charter No. 1
Effective October 15, 2002
2
BY-LAWS OF
WACHOVIA BANK, NATIONAL ASSOCIATION
ARTICLE I
Meetings of Shareholders
------------------------
Section 1.1 Annual Meeting. The annual meeting of the shareholders for
the election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held on the third Tuesday of April in
each year, commencing with the year 2002, except that the Board of Directors
may, from time to time and upon passage of a resolution specifically setting
forth its reasons, set such other date for such meeting during the month of
April as the Board of Directors may deem necessary or appropriate; provided,
however, that if an annual meeting would otherwise fall on a legal holiday, then
such annual meeting shall be held on the second business day following such
legal holiday. The holders of a majority of the outstanding shares entitled to
vote which are represented at any meeting of the shareholders may choose persons
to act as Chairman and as Secretary of the meeting.
Section 1.2 Special Meetings. Except as otherwise specifically provided
by statute, special meetings of the shareholders may be called for any purpose
at any time by the Board of Directors or by any three (3) or more shareholders
owning, in the aggregate, not less than ten percent (10%) of the stock of the
Association. Unless otherwise provided by the laws of the United States, a
notice of the time, place and purpose of every special meeting of the
shareholders shall be given by first-class mail, postage prepaid, mailed at
least ten (10) days prior to the date of such meeting to each shareholder of
record at his address as shown upon the books of this Association.
Section 1.3 Nominations for Directors. Nominations for election to the
Board of Directors may be made by the Board of Directors or by any shareholders
of any outstanding class of capital stock of the Association entitled to vote
for the election of Directors. Nominations, other than those made by or on
behalf of the existing management of the Association, shall be made in writing
and shall be delivered or mailed to the President of the Association and to the
Comptroller of the Currency, Washington, D. C., not fewer than fourteen (14)
days nor more than fifty (50) days prior to any meeting of shareholders called
for the election of Directors, provided, however, that if fewer than twenty-one
(21) days' notice of such meeting is given to shareholders, such nomination
shall be mailed or delivered to the President of the Association and to the
Comptroller of the Currency not later than the close of business on the seventh
day following the day on which the notice of meeting was mailed. Such
notification shall contain the following information to the extent known to the
notifying shareholder: (a) the name and address of each proposed nominee; (b)
the principal occupation of each proposed nominee; (c) the total number of
shares of capital stock of the
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Association that will be voted for each proposed nominee; (d) the name and
residence address of the notifying shareholder; and (e) the number of shares of
capital stock of the Association owned by the notifying shareholder. Nominations
not made in accordance herewith may, in his discretion, be disregarded by the
chairman of the meeting, and upon his instructions, the vote tellers may
disregard all votes cast for each such nominee.
Section 1.4 Judges of Election. The Board may at any time appoint from
among the shareholders three (3) or more persons to serve as Judges of Election
at any meeting of shareholders; to act as judges and tellers with respect to all
votes by ballot at such meeting and to file with the Secretary of the meeting a
Certificate under their hands, certifying the result thereof.
Section 1.5 Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of this Association shall act as proxy. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting. Proxies
shall be dated and shall be filed with the records of the meeting.
Section 1.6 Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.
ARTICLE II
Directors
---------
Section 2.1 Board of Directors. The Board of Directors (hereinafter
referred to as the "Board"), shall have power to manage and administer the
business and affairs of the Association. Except as expressly limited by law, all
corporate powers of the Association shall be vested in and may be exercised by
said Board.
Section 2.2 Number. The Board shall consist of not fewer than five (5)
nor more than twenty-five (25) Directors, the exact number within such minimum
and maximum limits to be fixed and determined from time to time by resolution of
a majority of the full Board or by resolution of the shareholders at any annual
or special meeting thereof; provided, however, that a majority of the full Board
of Directors may not increase the number of Directors to a number which, (1)
exceeds by more than two (2) the number of Directors last elected by
shareholders where such number was fifteen (15) or fewer, and (2) to a number
which exceeds by more than four (4) the number of Directors last elected by
shareholders where such number was sixteen (16) or more, but in no event shall
the number of Directors exceed twenty-five (25).
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Section 2.3 Organization Meeting. The Secretary of the meeting upon
receiving the Certificate of the Judges of Election, of the result of any
election, shall notify the Directors-elect of their election and of the time at
which they are required to meet at the Main Office of the Association for the
purpose of organizing the new Board and electing and appointing officers of the
Association for the succeeding year. Such meeting shall be held as soon
thereafter as practicable. If, at the time fixed for such meeting, there shall
not be a quorum present, the Directors present may adjourn the meeting from time
to time, until a quorum is obtained.
Section 2.4 Regular Meetings. Regular meetings of the Board of
Directors shall be held at such place and time as may be designated by
resolution of the Board of Directors. Upon adoption of such resolution, no
further notice of such meeting dates or the places or times thereof shall be
required. Upon the failure of the Board of Directors to adopt such a resolution,
regular meetings of the Board of Directors shall be held, without notice, on the
third Tuesday in February, April, June, August, October and December, commencing
with April 2002, at the Main Office or at such other place and time as may be
designated by the Board of Directors. When any regular meeting of the Board
would otherwise fall on a holiday, the meeting shall be held on the next
business day unless the Board shall designate some other day.
Section 2.5 Special Meetings. Special meetings of the Board of
Directors may be called by the President of the Association, or at the request
of three (3) or more Directors. Each member of the Board of Directors shall be
given notice stating the time and place, by telegram, letter, or in person, of
each such special meeting.
Section 2.6 Quorum. A majority of the Directors shall constitute a
quorum at any meeting, except when otherwise provided by law; but a lesser
number may adjourn any meeting, from time to time, and the meeting may be held,
as adjourned, without further notice.
Section 2.7 Vacancies. When any vacancy occurs among the Directors, the
remaining members of the Board, in accordance with the laws of the United
States, may appoint a Director to fill such vacancy at any regular meeting of
the Board, or at a special meeting called for that purpose.
Section 2.8 Advisory Boards. The Board of Directors may appoint
Advisory Boards for each of the States in which the Association conducts
operations. Each such Advisory Board shall consist of as many persons as the
Board of Directors may determine. The duties of each Advisory Board shall be to
consult and advise with the Board of Directors and senior officers of the
Association in such State with regard to the best interests of the Association
and to perform such other duties as the Board of Directors may lawfully
delegate. The senior officer in such State, or such officers as directed by such
senior officer, may appoint advisory boards for geographic regions within such
State and may consult with the State Advisory Boards prior to such appointments.
ARTICLE III
Committees of the Board
-----------------------
5
Section 3.1 The Board of Directors, by resolution adopted by a majority
of the number of Directors fixed by these By-laws, may designate two (2) or more
Directors to constitute an Executive Committee and other committees, each of
which, to the extent authorized by law and provided in such resolution, shall
have and may exercise all of the authority of the Board of Directors and the
management of the Association. The designation of any committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility or liability imposed
upon it or any member of the Board of Directors by law. The Board of Directors
reserves to itself alone the power to act on (1) dissolution, merger or
consolidation, or disposition of substantially all corporate property, (2)
designation of committees or filling vacancies on the Board of Directors or on a
committee of the Board (except as hereinafter provided), (3) adoption, amendment
or repeal of these By-laws, (4) amendment or repeal of any resolution of the
Board which by its terms is not so amendable or repealable, and (5) declaration
of dividends, issuance of stock, or recommendations to shareholders of any
action requiring shareholder approval.
The Board of Directors or the Chairman of the Board of Directors of the
Association may change the membership of any committee at any time, fill
vacancies therein, discharge any committee or member thereof either with or
without cause at any time, and change at any time the authority and
responsibility of any such committee.
A majority of the members of any committee of the Board of Directors
may fix such committee's rules of procedure. All action by any committee shall
be reported to the Board of Directors at a meeting succeeding such action,
except such actions as the Board may not require to be reported to it in the
resolution creating any such committee. Any action by any committee shall be
subject to revision, alteration, and approval by the Board of Directors, except
to the extent otherwise provided in the resolution creating such committee;
provided, however, that no rights or acts of third parties shall be affected by
any such revision or alteration.
ARTICLE IV
Officers and Employees
----------------------
Section 4.1 Officers. The officers of the Association may be a Chairman
of the Board, a Vice Chairman of the Board, one or more Chairmen or Vice
Chairmen (who shall not be required to be Directors of the Association), a
President, one or more Vice Presidents, a Secretary, a Cashier or Treasurer, and
such other officers, including officers holding similar or equivalent titles to
the above in regions, divisions or functional units of the Association, as may
be appointed by the Board of Directors. The Chairman of the Board and the
President shall be members of the Board of Directors. Any two or more offices
may be held by one person, but no officer shall sign or execute any document in
more than one capacity.
6
Section 4.2 Election, Term of Office, and Qualification. Each officer
shall be chosen by the Board of Directors and shall hold office until the annual
meeting of the Board of Directors held next after his election or until his
successor shall have been duly chosen and qualified, or until his death, or
until he shall resign, or shall have been disqualified, or shall have been
removed from office.
Section 4.3 Officers Acting as Assistant Secretary. Notwithstanding
Section 4.1 of these By-laws, any officer holding the title of Assistant Vice
President or above shall have, by virtue of his office, and by authority of the
By-laws, the authority from time to time to act as an Assistant Secretary of the
Association, and to such extent, said officers are appointed to the office of
Assistant Secretary.
Section 4.4 Chief Executive Officer. The Board of Directors shall
designate one of its members to be the President of this Association, and the
officer so designated shall be an ex officio member of all committees of the
Association except the Examining Committee, and its Chief Executive Officer
unless some other officer is so designated by the Board of Directors.
Section 4.5 Duties of Officers. The duties of all officers shall be
prescribed by the Board of Directors. Nevertheless, the Board of Directors may
delegate to the Chief Executive Officer the authority to prescribe the duties of
other officers of the Association not inconsistent with law, the charter, and
these By-laws, and to appoint other employees, prescribe their duties, and to
dismiss them. Notwithstanding such delegation of authority, any officer or
employee also may be dismissed at any time by the Board of Directors.
Section 4.6 Other Employees. The Board of Directors may appoint from
time to time such tellers, vault custodians, bookkeepers, and other clerks,
agents, and employees as it may deem advisable for the prompt and orderly
transaction of the business of the Association, define their duties, fix the
salary to be paid them, and dismiss them. Subject to the authority of the Board
of Directors, the Chief Executive Officer or any other officer of the
Association authorized by him, may appoint and dismiss all such tellers, vault
custodians, bookkeepers and other clerks, agents, and employees, prescribe their
duties and the conditions of their employment, and from time to time fix their
compensation.
Section 4.7 Removal and Resignation. Any officer or employee of the
Association may be removed either with or without cause by the Board of
Directors. Any employee other than an officer elected by the Board of Directors
may be dismissed in accordance with the provisions of the preceding Section 4.6.
Any officer may resign at any time by giving written notice to the Board of
Directors or to the Chief Executive Officer of the Association. Any such
resignation shall become effective upon its being accepted by the Board of
Directors, or the Chief Executive Officer.
ARTICLE V
Fiduciary Powers
----------------
7
Section 5.1 Trust Services Division. There shall be divisions of this
Association known as the Capital Management Group and the Wealth Management
Group which shall be responsible for the exercise of the fiduciary activities of
this Association.
Section 5.2 Trust Officers. There shall be one or more Officers of this
Association whose duties shall be to manage, supervise and direct all the
fiduciary activities of the Capital Management and Wealth Management Groups.
Further, there shall be one or more Senior Trust Officers designated to assist
the Officers in the performance of their duties. They shall do or cause to be
done all things necessary or proper in carrying out the business of the Capital
Management and Wealth Management Groups in accordance with provisions of
applicable laws and regulations.
8
Section 5.3 General Trust Committee. There shall be a General Trust
Committee composed of not fewer than four (4) members of the Board of Directors
or officers of this Association who shall be appointed annually, or from time to
time, by the Board of Directors of this Association. Each member shall serve
until his successor is appointed. The Board of Directors or the Chairman of the
Board may change the membership of the General Trust Committee at any time, fill
any vacancies therein, or discharge any member thereof with or without cause at
any time. The General Trust Committee shall counsel and advise on all matters
relating to the fiduciary business or affairs of the Capital Management and
Wealth Management Groups and shall adopt overall policies for the conduct of the
fiduciary business of the Capital Management and Wealth Management Groups,
including, but not limited to: general administration, investment policies, new
business development, and review for approval of major assignments of functional
responsibilities. The General Trust Committee shall assign the administration
and performance of any of its fiduciary powers or duties to any subcommittee as
it may designate. The General Trust Committee shall appoint the members of any
such subcommittees and shall determine the number of members which constitutes a
quorum at meetings of such subcommittees. The General Trust Committee shall meet
at least quarterly or as called for by its Chairman or any three (3) members of
the Committee. A quorum shall consist of three (3) members. In carrying out its
responsibilities, the General Trust Committee shall review the actions of all
officers, employees and committees utilized by this Association in connection
with the fiduciary activities of the Capital Management and Wealth Management
Groups and may assign the administration and performance of any fiduciary powers
or duties to any officers or employees of the Capital Management Group or Wealth
Management Group or to any committee it may designate. One of the methods to be
used in the review process will be the scrutiny of the Reports of Examination by
the Office of the Comptroller of the Currency and the reports of the Audit
Division of Wachovia Corporation, as they relate to the activities of the
Capital Management and Wealth Management Groups. These reviews shall be in
addition to reviews of such reports by the Audit Committee of the Board of
Directors. The Chairman of the General Trust Committee shall be appointed by the
Board of Directors. The Chairman of the General Trust Committee shall cause to
be recorded in appropriate minutes all actions taken by the Committee. The
minutes shall be signed by its Secretary and approved by its Chairman. Further,
the General Trust Committee shall make its minutes available to the Board of
Directors at its next regularly scheduled meeting following a meeting of the
General Trust Committee. As required by Section 9.4 of Regulation 9 of the
Comptroller of the Currency, the Board of Directors retains responsibility for
the proper exercise of this Association's fiduciary powers.
Members of the General Trust Committee will abide by the Association's Code of
Conduct as it applies to the Capital Management and Wealth Management Groups.
ARTICLE VI
Stock and Stock Certificates
----------------------------
Section 6.1 Transfers. Shares of stock shall be transferable on the
books of the Association, and a transfer book shall be kept in which all
transfers of stock shall be recorded. Every person becoming a shareholder by
such transfer shall, in proportion to his shares, succeed to all rights and
liabilities of the prior holder of such shares.
Section 6.2 Stock Certificates. Certificates of stock shall bear the
signature of the Chairman, the Vice Chairman, the President, or a Vice President
(which may be engraved, printed, or impressed), and shall be signed manually or
by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant
Cashier, or any other officer appointed by the Board of Directors for that
purpose, to be known as an Authorized
Officer, and the seal of the Association shall be engraved thereon. Each
certificate shall recite on its face that the stock represented thereby is
transferable only upon the books of the Association properly endorsed.
ARTICLE VII
Corporate Seal
--------------
Section 7.1 The President, the Cashier, the Secretary, or any Assistant
Cashier, or Assistant Secretary, or other officer thereunto designated by the
Board of Directors shall have authority to affix the corporate seal to any
document requiring such seal, and to attest the same. Such seal shall be in the
form adopted by the Board of Directors.
ARTICLE VIII
Miscellaneous Provisions
------------------------
Section 8.1 Fiscal Year. The fiscal year of the Association shall be
the calendar year.
Section 8.2 Execution of Instruments. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, notices,
applications, schedules, accounts, affidavits, bonds, undertakings, proxies, and
other instruments or documents may be signed, executed, acknowledged, verified,
delivered or accepted in behalf of the Association by the Chairman of the Board,
the Vice Chairman of the Board, any Chairman or Vice Chairman, the President,
any Senior Executive Vice President, Executive Vice President, Vice President or
Assistant Vice President, the Secretary, the Cashier or Treasurer, or any
officer holding similar or equivalent titles to the above in any regions,
divisions or functional units of the Association, or, if in connection with the
exercise of fiduciary powers of the Association, by any of said officers or by
any Trust Officer or Assistant Trust Officer (or equivalent titles), and if so
required by applicable law or regulation, attested or countersigned by the
Secretary or Assistant Secretary; provided, however, that where required, any
such instrument shall be attested by one of said officers other than the officer
executing such instrument. Any such instruments may also be executed,
acknowledged, verified, delivered or accepted in behalf of the Association in
such other manner and by such other officers as the Board of Directors may from
time to time direct. The provisions of this Section 8.2 are supplementary to any
other provision of these By-laws.
Section 8.3 Records. The Articles of Association, the By-laws, and the
proceedings of all meetings of the shareholders, the Board of Directors,
standing committees of the Board, shall be recorded in appropriate minute books
provided for the purpose. The minutes of each meeting shall be signed by the
Secretary, Cashier, or other officer appointed to act as Secretary of the
meeting.
ARTICLE IX
By-laws
-------
Section 9.1 Inspection. A copy of the By-laws, with all amendments
thereto, shall at all times be kept in a convenient place at the Main Office of
the Association, and shall be open for inspection to all shareholders, during
banking hours.
Section 9.2 Amendments. The By-laws may be amended, altered or
repealed, at any regular or special meeting of the Board of Directors, by a vote
of a majority of the whole number of Directors.
ARTICLE X
Emergency By-Laws
-----------------
Section 10.1. Emergency. In the event of an emergency declared by the
President of the United States or the person performing his functions, the
officers and employees of this Association will continue to conduct the affairs
of the Association under such guidance from the Directors or the Executive
Committee as may be available except as to matters which by statute require
specific approval of the Board of Directors and subject to conformance with any
applicable governmental directives during the emergency.
Section 10.2. Officers Pro Tempore. The surviving members of the Board
of Directors or the Executive Committee shall have the power, in the absence or
disability of any officer, or upon the refusal of any officer to act, to
delegate and prescribe such officer's powers and duties to any other officer, or
to any Director, for the time being.
Section 10.3. Executive Committee Powers. In the event of a state of
disaster of sufficient severity to prevent the conduct and management of the
affairs and business of this Association by its Directors and officers as
contemplated by these By-laws, any two (2) or more available members of the
Board of Directors shall constitute the Executive Committee and shall constitute
a quorum of that Committee for the full conduct and management of the affairs
and business of the Association in accordance with the provisions of Article II
of these By-laws; and in addition, the Executive Committee shall be empowered to
exercise all of the powers reserved to the General Trust Committee under Section
5.3 of Article V hereof. In the event of the unavailability, at such time, of a
minimum of two (2) members of the then incumbent Executive Committee, any three
(3) available Directors shall constitute the Executive Committee for the full
conduct and management of the affairs and business of the Association in
accordance with the foregoing provisions of this section. This By-law shall be
subject to implementation by resolutions of the Board of Directors passed from
time to time for that purpose. Any provisions of these By-laws (other than this
section) and any resolutions which are contrary to the provisions of this
section or to the provisions of any such implementary resolutions shall be
suspended until it shall be determined by an interim Executive Committee acting
under this section that it shall be to the advantage of this Association to
resume the conduct and management of its affairs and business under all of the
other provisions of these By-laws.
Section 10.4. Officer Succession. If consequent upon war or warlike
damage or disaster, the Chief Executive Officer of this Association cannot be
located or is unable to assume or to continue normal executive duties, then the
authority and duties of the Chief Executive Officer shall, without further
action of the Board of Directors, be automatically assumed by one of the
following persons in the order designated:
Chairman
President
Head of the General Bank
Division Head/Area Administrator - Within this officer class, officers
shall take seniority on the basis of length of service in such office
or, in the event of equality, length of service as an officer of the
Association.
Any one of the above persons who in accordance with this Section 10.4
assumes the authority and duties of the Chief Executive Officer shall continue
to serve until he
resigns or until five-sixths of the other officers who are attached to the then
acting Main Office decide in writing he is unable to perform said duties or
until the elected Chief Executive Officer of this Association, or a person
higher on the above list, shall become available to perform the duties of Chief
Executive Officer of the Association.
Section 10.5. Certification. Anyone dealing with this Association may
accept a certification by any three (3) officers that a specified individual is
acting as Chief Executive Officer in accordance with this By-law; and that
anyone accepting such certification may continue to consider it in force until
notified in writing of a change, said notice of change to carry the signatures
of three (3) officers of the Association.
Section 10.6. Alternate Locations. The offices of the Association at
which its business shall be conducted shall be the Main Office thereof and each
of its branches, and any other legally authorized location which may be leased
or acquired by this Association to carry on its business. During an emergency
resulting in any authorized place of business of this Association being unable
to function, the business ordinarily conducted at such location shall be
relocated elsewhere in suitable quarters, in addition to or in lieu of the
locations heretofore mentioned, as may be designated by the Board of Directors
or by the Executive Committee or by such persons as are then, in accordance with
resolutions adopted from time to time by the Board of Directors dealing with the
exercise of authority in the time of such emergency, conducting the affairs of
this Association. Any temporarily relocated place of business of this
Association shall be returned to its legally authorized location as soon as
practicable and such temporary place of business shall then be discontinued.
Section 10.7. Acting Main Offices. In case of war or warlike damage or
disaster, the Main Office of this Association, located in Charlotte, North
Carolina, is unable temporarily to continue its functions, the Business
Continuity Plan, as approved by the Board of Directors from time to time, shall
automatically and without further action of this Board of Directors become
effective.
Section 10.8. Resumption of Main Office. The Main Office shall resume
its functions at its legally authorized location as soon as practicable as
determined by the Executive Committee pursuant to Section 10.3 of these By-laws.
Exhibit T-6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, and in connection with the proposed issue of PECO Energy Company
Subordinated Debt Securities, Wachovia Bank, National Association, hereby
consents that reports of examinations by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon request therefore.
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ George J. Rayzis
------------------------
George J. Rayzis
Vice President
Philadelphia, Pennsylvania
May 13, 2003