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                                                                    Exhibit 25.3

                       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) |X|

                        LASALLE BANK NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                   36-0884183
                                (I.R.S. Employer
                               Identification No.)

                135 South LaSalle Street, Chicago, Illinois 60603
               (Address of principal executive offices) (Zip Code)

                                   ----------

                              Willie J. Miller, Jr.
                           Group Senior Vice President
                        Chief Legal Officer and Secretary
                            Telephone: (312) 904-2018
                       135 South LaSalle Street, Suite 925
                             Chicago, Illinois 60603
            (Name, address and telephone number of agent for service)

                                   ----------

                         Affiliated Managers Group, Inc.
               (Exact name of obligor as specified in its charter)

                Delaware                                         04-3218510
    (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

             600 Hale Street
           Prides Crossing, MA                                      01965
(Address of principal executive offices)                          (Zip Code)

                                   ----------

Guarantee of 5.10% Convertible Trust Preferred Securities of AMG Capital Trust I
                            (Title of the securities)

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ITEM 1. GENERAL INFORMATION*

Furnish the following information as to the trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.

          1.   Comptroller of the Currency, Washington D.C.

          2.   Federal Deposit Insurance Corporation, Washington, D.C.

          3.   The Board of Governors of the Federal Reserve Systems,
               Washington, D.C.

     (b)  Whether it is authorized to exercise corporate trust powers.

               Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each such affiliation.

                                 Not Applicable

*Pursuant to General Instruction B, the trustee has responded only to items 1, 2
and 16 of this form since to the best knowledge of the trustee the obligor is
not in default under any indenture under which the trustee is a trustee.


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ITEM 16. LIST OF EXHIBITS.

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

          1.   A copy of the Articles of Association of LaSalle Bank National
               Association now in effect.

          2.   A copy of the certificate of authority to commence business
               (incorporated herein by reference to Exhibit 2 filed with Form
               T-1 filed with the Current Report on Form 8-K, dated June 29,
               2000, in File No. 333-61691).

          3.   A copy of the authorization to exercise corporate trust powers
               (incorporated herein by reference to Exhibit 3 filed with Form
               T-1 filed with the Current Report on Form 8-K, dated June 29,
               2000, in File No. 333-61691).

          4.   A copy of the existing By-Laws of LaSalle Bank National
               Association.

          5.   Not applicable.

          6.   The consent of the trustee required by Section 321(b) of the
               Trust Indenture Act of 1939 (incorporated herein by reference to
               Exhibit 6 filed with Form T-1 filed with the Current Report on
               Form 8-K, dated June 29, 2000, in File No. 333-61691).

          7.   A copy of the latest report of condition of the trustee published
               pursuant to law or the requirements of its supervising or
               examining authority.

          8.   Not applicable.

          9.   Not applicable.

                                    SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
LaSalle Bank National Association, a corporation organized and existing under
the laws of the United States of America, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Chicago, State of Illinois, on the 28th day of
June, 2006.

                                        LASALLE BANK NATIONAL ASSOCIATION


                                        By: /s/ Suzanne Smith
                                            ------------------------------------
                                            Suzanne Smith
                                            Vice President


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                                    EXHIBIT 1

                             ARTICLES OF ASSOCIATION
                                       OF
                        LASALLE BANK NATIONAL ASSOCIATION

                As amended and restated, effective June 30, 2004


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                             ARTICLES OF ASSOCIATION
                                       OF
                        LASALLE BANK NATIONAL ASSOCIATION

                AS AMENDED AND RESTATED, EFFECTIVE JUNE 30, 2004

FIRST. The title of this association shall be LaSalle Bank National Association.

SECOND. The main office of the association shall be in Chicago, County of Cook,
State of Illinois. The general business of the association shall be conducted at
its main office and its branches.

THIRD. The board of directors of this association shall consist of not less than
five nor more than twenty-five persons, the exact number to be fixed and
determined from time to time by resolution of a majority of the full board of
directors or by resolution of a majority of the voting shareholders at any
annual or special meeting thereof. Each director, during the full term of his or
her directorship, shall own a minimum of $1,000 aggregate par value of stock of
this association or a minimum par, market value or equity interest of $1,000 of
stock in the bank holding company controlling this association.

Any vacancy in the board of directors may be filled by action of a majority of
the remaining directors between meetings of shareholders; provided, however,
that the board of directors may not increase the number of directors to a number
which: (1) exceeds by more than two the number of directors last elected by
voting shareholders where the number was 15 or less; and (2) exceeds by more
than four the number of directors last elected by voting shareholders where the
number was 16 or more, but in no event shall the number of directors exceed 25.

FOURTH. There shall be an annual meeting of the voting shareholders to elect
directors and transact whatever other business may be brought before the
meeting. It shall be held at the main office or any other convenient place the
board of directors may designate, on the day of each year specified therefor in
the bylaws, or if that day falls on a legal holiday in the state in which the
association is located, on the next following banking day. If no election is
held on that day, it may be held on any subsequent day according to such lawful
rules as may be prescribed by the board of directors.

Nominations for election to the board of directors may be made by the board of
directors or by any shareholder of any outstanding class of capital stock of the
bank entitled to vote for election of directors.

FIFTH. The authorized amount of capital stock of this association shall be (i)
eight million (8,000,000) shares of common stock, par value $10 per share
("Common Stock"), and (ii) five hundred thousand (500,000) shares of Class C
preferred stock, par value $1,000 per share ("Class C Preferred Stock"). Said
capital stock may be increased or decreased from time to time, according to the
provisions of the laws of the United States.

No holders of shares of the capital stock of any class of the Association shall
have any preemptive or preferential right of subscription to any shares of any
class of stock, whether now or hereinafter authorized, or to any obligations
convertible into stock of the association, issued or sold, nor any right of
subscription to any thereof other than such, if any, as the Board of Directors,
in its discretion, may from time to time determine and at such prices as the
Board of Directors may from time to time fix.

The association, at any time and from time to time, may authorize and issue debt
obligations whether or not subordinated, without the approval of the
shareholders.

I.   The designations, powers, preferences and rights of the Class C Preferred
     Stock are as follows:

     (a)  Designation; Par Value; Number of Shares.

          (i) The designation of such series of Preferred Stock shall be "Class
C Preferred Stock (hereinafter referred to as the "Class C Preferred Stock") and
the number of authorized shares constituting the Class C Preferred Stock is Five
Hundred Thousand (500,000). No fractional shares of Class C Preferred Stock
shall be


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issued. The Class C Preferred Stock shall be deemed a separate class of
Preferred Stock apart from any other series of Preferred Stock.

          (ii) The Class C Preferred Stock shall have a par value of One
Thousand Dollars ($1,000.00) per share.

          (iii) Any shares of Class C Preferred Stock which at any time have
been redeemed by the Bank shall, after such redemption, have the status of
authorized but unissued shares of Preferred Stock, without designation as to
series until such shares are once more designated as part of a particular series
of Preferred Stock by the Board of Directors.

     (b)  Dividends.

          (i)

               1. Holders of shares of Class C Preferred Stock shall be entitled
     to receive noncumulative cash dividends, payable quarterly in arrears,
     when, as and if declared by the Board of Directors, or a duly authorized
     committee thereof, out of funds legally available therefor, from the date
     of original issuance of such shares to and including December 15, 2001 and
     for each dividend period commencing on December 15, 2001 and on each March
     15, June 15, September 15 and December 15 thereafter and ending on and
     including the day next preceding the first day of the next dividend period
     (being hereinafter referred to as a "Dividend Period") at a variable rate
     equal to 65% of Three-Month LIBOR plus 25 basis points (.25%) reset
     quarterly in perpetuity.

     "Three-Month LIBOR" for any Dividend Period means the rate for deposits in
     U.S. dollars having a term of three months, commencing on the first day of
     such Dividend Period (a "Reset Date"), which appears on Page 3750 on Bridge
     Telerate Inc. or any successor page (the "Telerate LIBOR Page") at
     approximately 11:00 a.m., London time, on the day that is two London
     banking days preceding such Reset Date. If such rate does not appear on the
     Telerate LIBOR Page, the rate for such Reset Date will mean the rate at
     which deposits in U.S. dollars are offered by four major banks in the
     London interbank market (the "Reference Banks") at approximately 11:00
     a.m., London time, on the day that is two London banking days preceding
     such Reset Date to prime banks in the London interbank market for a period
     of three months commencing from such Reset Date and in a representative
     amount. The Bank and its agents will request the principal London office of
     each of the Reference Banks to provide a quotation of such rate. If at
     least two such quotations are provided, the rate for such Reset Date will
     be the arithmetic mean of the quotations. If fewer than two quotations are
     provided as requested, the rate for such Reset Date will be the arithmetic
     mean of the rates quoted by three major banks in New York City, selected by
     the Bank or its agents, at approximately 11:00 a.m., New York City time, on
     such Reset Date for loans in U.S. dollars to leading European banks for a
     period of three months commencing on such Reset Date and in a
     representative amount.

               2. Dividends as provided for in this Section (b) shall accrue
     from the date of original issuance and shall be payable when, as and if
     declared by the Board of Directors, or a duly authorized committee thereof,
     out of funds legally available therefor, quarterly in arrears on each March
     15, June 15, September 15 and December 15 in each year, commencing December
     15, 2001 (each, a "Dividend Payment Date"), to the holders of record on
     such respective dates. No interest, or sum of money in lieu of interest,
     shall be payable in respect of any dividend that is not paid when it
     accrues.

          (ii) Dividends on shares of Class C Preferred Stock shall be
noncumulative so that if a dividend on the shares of Class C Preferred Stock
with respect to any Dividend Period is not declared by the Board of Directors,
or any duly authorized committee thereof, then the Bank shall have no obligation
at any time to pay a dividend on the shares of Class C Preferred Stock in
respect of such Dividend Period. Holders of the shares of Class C Preferred
Stock shall not be entitled to any dividends, whether payable in cash, property
or stock, in excess of the noncumulative dividends declared by the Board of
Directors, or a duly authorized committee thereof, as set forth herein.
Notwithstanding anything contained herein to the contrary, if a dividend on any
shares of Class C Preferred


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Stock is not declared by the Board of Directors, or any duly authorized
committee thereof, no adjustments thereon shall be payable for such Dividend
Period.

          (iii) No full dividends shall be declared or paid or set apart for
payment on any share of any series of Preferred Stock or any share of any other
class of stock, or series thereof, in any such case ranking on a parity with or
junior to the Class C Preferred Stock as to dividends, unless full dividends for
the then current Dividend Period on the Class C Preferred Stock have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for such payment. When dividends are not paid in full
upon the Class C Preferred Stock and any other series of Preferred Stock or any
other class of stock, or series thereof, in any such case ranking on a parity
with the Class C Preferred Stock as to dividends, in any such case all dividends
declared upon the Class C Preferred Stock and such other series or class of
stock shall be declared pro rata so that the amount of dividends declared per
share on the Class C Preferred Stock and such other series or class of stock
shall in all cases bear the same ratio that accrued dividends per share (which
in the case of the Class C Preferred Stock shall not include any accumulation in
respect of undeclared or unpaid dividends for prior Dividend Periods unless
previously declared and without interest) on the Class C Preferred Stock and on
such other series or class of stock bear to each other.

          (iv) So long as any shares of Class C Preferred Stock shall be
outstanding, unless full dividends on all outstanding shares of Class C
Preferred Stock shall have been declared and paid or set apart for payment for
the immediately preceding Dividend Period and except as provided in Section
(b)(iii), (i) no dividend (other than a dividend in Common Stock or in any other
stock of the Bank ranking junior to the Class C Preferred Stock as to dividends
and distribution of assets upon liquidation, dissolution or winding up) shall be
declared and paid or set aside for payment, or other distribution declared or
made, on the Common Stock or on any other stock ranking junior to or on a parity
with Class C Preferred Stock as to dividends or distribution of assets upon
liquidation, dissolution or winding up, and (ii) no shares of Common Stock or
shares of any other stock of the Bank ranking junior to or on a parity with
Class C Preferred Stock as to dividends or distribution of assets upon
liquidation, dissolution or winding up shall be redeemed, purchased or otherwise
acquired for any consideration by the Bank or any subsidiary of the Bank (nor
shall any moneys be paid to or made available for a sinking or other fund for
the redemption, purchase or other acquisition of any shares of any such stock),
other than by conversion into or exchange for Common Stock or any other stock of
the Bank ranking junior to Class C Preferred Stock as to dividends and
distribution of assets upon liquidation, dissolution or winding up.

     (c) Redemption.

          (i) Issued and outstanding shares of Class C Preferred Stock are not
redeemable prior to December 15, 2006. On and after such date, the shares of the
Class C Preferred Stock will be redeemable at the option of the Bank, in whole
or in part, at any time or from time to time on not more than 60 days' notice at
$1,000 per share plus an amount equal to accrued and unpaid dividends for the
then-current Dividend Period, if declared (without accumulation of any unpaid
dividends for prior Dividend Periods unless previously declared and without
interest) to the date fixed for redemption; provided, however, that in the case
of a redemption in part, no holder's shares shall be redeemed if after giving
effect to such redemption such holder would hold fewer than 250 shares of Class
C Preferred Stock. Redemptions of the Class C Preferred Stock shall be in
aggregate increments of $250,000.

          (ii)

               1. In the event the Bank shall redeem shares of Class C Preferred
     Stock, notice of such redemption shall be given by first-class mail,
     postage prepaid, mailed not more than 60 days prior to the date fixed for
     redemption, to each holder of record of the shares to be redeemed, at such
     holder's address as the same appears on the books of the Bank. Each such
     notice shall state: (A) the date fixed for redemption; (B) the number of
     shares of Class C Preferred Stock to be redeemed and, if less than all of
     the shares of Class C Preferred Stock held by such holder are to be
     redeemed, the number of such shares (and the certificate numbers of such
     shares) to be redeemed from such holder; (C) the redemption price
     (specifying the amount of accrued and unpaid dividends to be included
     therein) and the manner in which such redemption price is to be paid and
     delivered; (D) the place or places where certificates for such shares are
     to be surrendered for payment of the redemption price; (E) that dividends
     on the shares to be redeemed


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     will cease to accrue as of the date fixed for redemption; and (F) the
     provision hereunder pursuant to which such redemption is being made. No
     defect in the notice of redemption or in the mailing thereof shall affect
     the validity of the redemption proceedings, and the failure to give notice
     to any holder of shares of Class C Preferred Stock to be so redeemed shall
     not affect the validity of the notice given to the other holders of shares
     of Class C Preferred Stock to be so redeemed.

               2. Notice having been so mailed as aforesaid, from and after the
     date fixed for redemption (unless default shall be made by the Bank in
     providing funds for the payment of the redemption price), dividends shall
     cease to accumulate on the shares of Class C Preferred Stock (except the
     right to receive from the Bank the redemption price against delivery of
     such shares, but without interest), and such shares shall no longer be
     deemed to be outstanding. The Bank's obligation to provide funds in
     accordance with the preceding sentence shall be deemed fulfilled if, on or
     before 12:00 noon, Chicago time, on the date fixed for redemption, the Bank
     shall either set aside adequate funds to effect such redemption or deposit
     such funds with any bank or trust company organized and in good standing
     under the laws of the United States and the State of Delaware that was
     named in the notice of redemption, with instructions that such funds be
     distributed to the respective holders of shares of the Class C Preferred
     Stock to be redeemed on endorsement and surrender of their certificates.

               3. If such notice of redemption shall have been duly mailed and
     if on or before the redemption date specified therein the funds necessary
     for such redemption shall have been set aside or deposited by the Bank for
     the pro rata benefit of the holders of the shares of Class C Preferred
     Stock called for redemption, then, notwithstanding that any certificate for
     shares of Class C Preferred Stock so called for redemption shall not have
     been surrendered for cancellation, from and after the time of such deposit,
     all shares of Class C Preferred Stock so called for redemption shall no
     longer be deemed to be outstanding and all rights with respect to such
     shares of Class C Preferred Stock shall forthwith cease and terminate,
     except for the right of the holders thereof to receive the redemption price
     from the Bank at any time after the time the funds were deposited or set
     aside by the Bank, without any interest thereon.

               4. Any interest accrued on funds set aside or deposited by the
     Bank in connection with any redemption of shares of Class C Preferred Stock
     shall be paid to the Bank from time to time and the holders of any such
     shares to be redeemed with such money shall have no claim to any such
     interest. Any funds set aside or deposited by the Bank and unclaimed at the
     end of two years from any redemption date shall be repaid or released to
     the Bank, after which the holder or holders of shares of Class C Preferred
     Stock so called for redemption shall look only to the Bank for payment of
     the redemption price, without any interest thereon.

          (iii) Upon surrender in accordance with such notice of the certificate
for any shares to be redeemed (properly endorsed or assigned for transfer), such
shares shall be redeemed by the Bank at the applicable redemption price. If less
than all the outstanding shares of Class C Preferred Stock are to be redeemed,
such shares shall be redeemed on a pro rata basis (with adjustments to eliminate
fractions).

          (iv) In no event shall the Bank redeem less than all the outstanding
shares of Class C Preferred Stock unless dividends for the then-current Dividend
Period (without accumulation of any accrued and unpaid dividends for prior
Dividend Periods unless previously declared and without interest) to the date
fixed for redemption shall have been declared and paid or set apart for payment
on all outstanding shares of Class C Preferred Stock; provided, however, that
the foregoing shall not prevent, if otherwise permitted, the purchase or
acquisition by the Bank of shares of Class C Preferred Stock pursuant to a
tender or exchange offer made on the same terms to holders of all the
outstanding shares of Class C Preferred Stock and mailed to the holders of
record of all such outstanding shares at such holders' addresses as the same
appear on the books of the Bank; and provided further that if some, but less
than all, of the shares of Class C Preferred Stock are to be purchased or
otherwise acquired pursuant to such tender or exchange offer and the number of
shares so tendered exceeds the number of shares so to be purchased or otherwise
acquired by the Bank, the shares of Class C Preferred Stock so tendered shall be
purchased or otherwise acquired by the Bank on a pro rata basis (with
adjustments to eliminate fractions) according to the number of such shares duly
tendered by each holder so tendering shares of Class C Preferred Stock for such
purchase or exchange.


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          (v) Notwithstanding anything contained herein to the contrary, any
optional redemption of shares of Class C Preferred Stock will be subject to the
approval of the Office of the Comptroller of the Currency unless at such time
its approval is not required.

     (d) Liquidation Preference.

          (i) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Bank, the holders of shares of Class C
Preferred Stock shall be entitled to receive out of the assets of the Bank
available for distribution to stockholders, before any distribution of assets
shall be made to the holders of shares of Common Stock or of any other class or
series of stock ranking junior to the Class C Preferred Stock as to such a
distribution, an amount equal to $1,000.00 per share, plus an amount equal to
any accrued and unpaid dividends (whether or not declared) for the then-current
Dividend Period (without accumulation of any accrued and unpaid dividends for
prior Dividend Periods, unless previously declared and without interest) to the
date fixed for payment of such distribution.

          (ii) If upon any voluntary or involuntary liquidation, dissolution or
winding up of the Bank, the amounts payable with respect to shares of Class C
Preferred Stock and shares of any other class or series of stock of the Bank
ranking on a parity with the Class C Preferred Stock as to any such distribution
are not paid in full, the holders of shares of Class C Preferred Stock and the
holders of shares of such other class or series of stock shall share ratably in
any such distribution of assets of the Bank in proportion to the respective full
preferential amounts to which they are entitled.

          (iii) After payment to the holders of shares of Class C Preferred
Stock of the full preferential amounts provided for in this Section (d), the
holders of such shares shall not be entitled to any further participation in any
distribution of assets by the Bank.

          (iv) The consolidation or merger of the Bank with or into any other
corporation or corporations, or the sale, lease or conveyance of all or
substantially all the assets of the Bank, whether for cash, shares of stock,
securities or properties, shall not be regarded as a liquidation, dissolution or
winding up of the Bank within the meaning of this Section (d).

     (e) Conversion and Exchange. The holders of shares of Class C Preferred
Stock shall not have any rights to convert such shares into or to exchange such
shares for shares of Common Stock, any other class or classes of capital stock
(or any other security) or any other series of any class or classes of capital
stock (or any other security) of the Bank.

     (f) Voting Rights.

          (i) Holders of shares of Class C Preferred Stock shall have no voting
rights, either general or special, except as expressly provided by applicable
law or as specified in this Section (f).

          (ii) So long as any shares of Class C Preferred Stock remain
outstanding, without the consent of the holders of shares entitled to cast at
least a majority of the votes entitled to be cast by the holders of the total
number of shares of Class C Preferred Stock then outstanding, voting as a class,
with the holders of shares of Class C Preferred Stock being entitled to cast one
vote per share thereon (based on a liquidation preference of $1,000.00 per
share), the Bank may not alter or change the provisions of the Articles of
Association, as amended from time to time, or the By-laws of the Bank so as to
adversely affect the voting power, preferences or special rights of the holders
of shares of Class C Preferred Stock or such other series of Preferred Stock;
provided, however, that if any such alteration or change would adversely affect
the voting power, preferences or special rights of only the shares of Class C
Preferred Stock, then such alteration or change may be effected only with the
consent of at least two-thirds of the holders of shares of Class C Preferred
Stock then outstanding; and, provided, further, that an increase in the
authorized amount of Preferred Stock or the creation of any class or series of
stock ranking on parity with or junior to the shares of Class C Preferred Stock
as to dividends and/or distributions of assets upon liquidation, dissolution or
winding up shall not be deemed to adversely affect the voting power, preferences
or special rights of the holders of shares of Class C Preferred Stock. The
foregoing voting provisions shall not apply if, at or prior to the time when


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the act with respect to which such voting would otherwise be required occurs,
all outstanding shares of Class C Preferred Stock shall have been (x) redeemed
or called for redemption and sufficient funds shall have been set aside or
deposited by the Bank to effect such redemption in accordance with Section
(c)(ii)(2) or (c)(ii)(3) hereof, or (y) purchased or otherwise acquired and
canceled.

     (g) Priority as to Certain Distributions. As a series of Preferred Stock,
the shares of Class C Preferred Stock shall be entitled to such rights and
priorities, and subject to such limitations, as to dividends as are set forth in
these resolutions and in the Articles of Association.

     (h) Sinking Fund. No sinking fund shall be provided for the purchase or
redemption of shares of the Class C Preferred Stock.

     (i) Ranking. For purposes hereof, any class or series of stock of the Bank
shall be deemed to rank:

          (i) prior to the Class C Preferred Stock as to dividends or
     distribution of assets upon liquidation, dissolution or winding up, if the
     holders of such class or series shall be entitled to the receipt of
     dividends or of amounts distributable upon liquidation, dissolution or
     winding up, as the case may be, in preference or priority to the holders of
     Class C Preferred Stock;

          (ii) on a parity with the Class C Preferred Stock as to dividends or
     distribution of assets upon liquidation, dissolution or winding up, whether
     or not the dividend rates, Dividend Payment Dates, redemption prices or
     liquidation preferences per share thereof are different from those of the
     Class C Preferred Stock, if the holders of such class or series of stock
     and of the Class C Preferred Stock shall be entitled to the receipt of
     dividends or of amounts distributable upon liquidation, dissolution or
     winding up, as the case may be, in proportion to their respective dividend
     amounts or liquidation preferences, without preference or priority to the
     holders of Class C Preferred Stock; and

          (iii) junior to the Class C Preferred Stock as to dividends or
     distribution of assets upon liquidation, dissolution or winding up, if such
     stock shall be Common Stock or if the holders of the Class C Preferred
     Stock shall be entitled to the receipt of dividends or of amounts
     distributable upon liquidation, dissolution or winding up, as the case may
     be, in preference or priority to the holders of shares of such class or
     series.

     (j) Exclusion of Other Rights. Unless otherwise required by law, shares of
Class C Preferred Stock shall not have any rights, including preemptive rights,
or preferences other than those specifically set forth herein or as provided by
applicable law.

     (k) Notices. All notices or communications relative to the Class C
Preferred Stock, unless otherwise specified in the By-laws of the Bank, shall be
sufficiently given if in writing and delivered in person or mailed by
first-class mail, postage prepaid. Notice shall be deemed given on the earlier
of the date received or the date such notice is mailed.

     (l) Miscellaneous. The Board of Directors may interpret the provisions
hereof to resolve any inconsistency or ambiguity which may arise or be revealed
and if such inconsistency or ambiguity reflects an inaccurate provision hereof,
the Board of Directors may, in appropriate circumstances, authorize the filing
of a Certificate of Correction pursuant to applicable law.

     (m) Change in Number of Shares. Unless otherwise provided in the Articles
of Association and subject to applicable law, the Board of Directors may
increase or decrease the number of shares of this Series of Preferred Stock
subsequent to the issuance of shares of this series, but not below the number of
shares of Class C Preferred Stock then outstanding.

     (n) Unit Restrictions. The shares of Class C Preferred Stock shall be
offered in units consisting of at least 250 shares (minimum $250,000 aggregate
liquidation preference). In no event may fewer than all of a holder's shares be
transferred unless thereafter such holder retains, and each transferee holds, at
least 250 shares of Class C Preferred Stock.


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     (o) Captions. The captions and headings set forth in these designations,
powers, preferences and rights of the Class C Preferred Stock are for
convenience of reference only and are not a part of, nor shall they affect the
interpretation or construction of, these Articles.

SIXTH. The board of directors shall appoint one of its members president of this
association, who shall be chairperson of the board, unless the board appoints
another director to be the chairperson. The board of directors shall have the
power to appoint one or more vice presidents, a secretary who shall keep minutes
of the directors and shareholders meeting and be responsible for authenticating
the records of the association and such other officers and employees as may be
required to transact the business of this association. A duly appointed officer
may appoint one or more officers or assistant officers if authorized by the
board of directors in accordance with the bylaws.

The board of directors shall have the power to define the duties of the officers
and employees of the association; dismiss officers and employees; require bonds
from officers and employees and to fix the penalty thereof; regulate the manner
in which any increase of the capital of the association shall be made; manage
and administer the business and affairs of the association; make all bylaws that
it may be lawful for the board to make; and generally to perform all acts that
are legal for a board of directors to perform.

SEVENTH. The board of directors shall have the power to change the location of
the main office to any other place within the limits of Chicago, without the
approval of the shareholders, and shall have the power to establish or change
the location of any branch or branches of the association to any other location
permitted under applicable law, without the approval of the shareholders.

EIGHTH. The corporate existence of this association shall continue until
terminated according to the laws of the United States.

NINTH. The board of directors of this association, or any one or more
shareholders owning, in the aggregate, not less than fifty percent of the voting
stock of this association, may call a special meeting of voting shareholders at
any time. Unless otherwise provided by the laws of the United States, a notice
of the time, place, and purpose of every annual and special meeting of the
voting shareholders shall be given by first-class mail, postage prepaid, mailed
at least 10 days prior to the date of the meeting to each voting shareholder of
record at his/her address as shown upon the books of this association.

TENTH. To the full extent permitted by the General Corporation Law of the State
of Delaware or by any other applicable laws presently or hereafter in effect and
subject to the provisions of this article Tenth, the association may indemnify
any person who was or is a party or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the association) by reason of the fact that he or she is or was a
director, officer, employee or agent of the association, or is or was serving at
the request of the association as a director, officer, employee or agent of
another company, partnership, joint venture, trust or other enterprise, against
expenses, including attorney fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the Association, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful, provided no
director, officer, employee or agent of the association shall be indemnified
against any expenses, penalties or other payments incurred in an administrative
proceeding or action instituted by an appropriate bank regulatory agency
resulting in a final order assessing civil money penalties or requiring
affirmative action by an individual or individuals in the form of payments to
this association. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of no contest or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the association, and with respect to any
criminal action or proceeding, did not have reasonable cause to believe that his
or her conduct was unlawful.

To the full extent permitted by the General Corporation Law of the State of
Delaware or by any other applicable laws presently or hereafter in effect and
subject to the provisions of this article Tenth, the association shall indemnify
any


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person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
association to procure a judgment in its favor by reason of the fact that he or
she is or was a director, officer, employee or agent of the association, or is
or was serving at the request of the association as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
association and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of this duty to the
association unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper, provided no director, officer, employee or agent of the association
shall be indemnified against any expenses, penalties or other payments incurred
in an administrative proceeding or action instituted by an appropriate bank
regulatory agency resulting in a final order assessing civil money penalties or
requiring affirmative action by an individual or individuals in the form of
payments to this association, and under circumstances in which he or she would
be entitled to indemnification under this article Tenth, no director of the
association shall be personally liable to the association or its stockholders
for or with respect to any acts or omissions in the performance of his or her
duties as a director of the association.

Any indemnification under this article Tenth unless ordered by a court shall be
made by the association only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in this article Tenth. Such determination shall be made:
(a) by the board of directors by a majority vote of a quorum consisting of
Directors who were not parties to such action, suit or proceeding; (b) if such a
quorum is not obtainable, or even if obtainable, a quorum of disinterested
Directors so directs, by independent legal counsel in a written opinion; or (c)
by the voting shareholders.

Expenses, including attorneys' fees, incurred in defending a civil or criminal
action, suit or proceeding, shall be paid by the association in advance of the
final disposition of such action, suit or proceeding as authorized in the manner
provided in the third subparagraph of this article Tenth herein upon receipt of
an undertaking by or on behalf of the director, officer, employee or agent to
repay such amount unless it shall ultimately be determined that he or she is
entitled to be indemnified by the association as authorized in this article
Tenth.

The indemnification provided by this article Tenth shall not be deemed exclusive
of any other rights to which any person may be entitled under any bylaw,
agreement vote of shareholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

The association shall have power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
association, or is or was serving at the request of the association as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the association would have the power to indemnify him against
such liability under the provisions of this article Tenth, provided, the power
of the association to purchase and maintain insurance as herein provided shall
not include insurance with respect to expenses, penalties or other payments of a
director, officer, employee or agent of the association incurred in an
administrative proceeding or action instituted by an appropriate bank regulatory
agency resulting in a final order assessing civil money penalties or requiring
affirmative action by such individual or individuals in the form of payments to
this association.

For purposes of this article, references to "the association" shall include, in
addition to the surviving association or corporation, any merging or
consolidating association or corporation (including any association or
corporation having merged or consolidated with a merging or consolidating
association or corporation) absorbed in a merger or consolidation which, if its
separate existence had continued, would have had the power and authority to
indemnify its directors, officers, employees and agents, so that any person who
was a director, officer, employee or agent of such


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<Page>

merging or consolidating association or corporation, or was serving at the
request of such merging or consolidating association or corporation as a
director, officer, employee or agent of another association, corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this article with respect to the surviving
association or corporation as such person would have with respect to such
merging association or corporation if its separate existence had continued.

For purposes of this article, references to "other enterprises" shall include
employee benefit plans, references to "fines" shall include any excise taxes,
assessed on a person with respect to an employee benefit plan; and references to
"serving at the request of the association" shall include any service as a
director, officer, employee or agent of the association which imposes duties on,
or involves services by, such director, officer, employee, or agent with respect
to an employee benefit plan, its participants, or beneficiaries.

The invalidity or unenforceability of any provision of this article Tenth shall
not affect the validity or enforceability of the remaining provisions of this
article Tenth.

ELEVENTH. These articles of association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the voting stock of this association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.


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                        LASALLE BANK NATIONAL ASSOCIATION
                             SECRETARY'S CERTIFICATE

I, John W. Porter, do certify that I am the Assistant Secretary of LaSalle Bank
National Association (the "Bank") and that the attached Articles of Association
of LaSalle Bank National Association, as Amended and Restated, were duly
approved by the Board of Directors of the Bank on March 20, 2003, and by
unanimous written consent of the Stockholders of the Bank on March 20, 2003.

I further certify that said Articles of Association as Amended and Restated
became effective as of June 30, 2004.

IN WITNESS WHEREOF, I have hereunto set my hand and the corporate seal this
28th day of June, 2006.


/s/ John W. Porter
- -------------------------------------
John W. Porter, Assistant Secretary


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                                    EXHIBIT 4

                                     BYLAWS
                                       OF
                        LASALLE BANK NATIONAL ASSOCIATION

                    As amended and restated on July 21, 2005


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                                           As amended and restated July 21, 2005

                                     BYLAWS

                                       OF

                        LASALLE BANK NATIONAL ASSOCIATION

                (a National Banking Association which association
            is herein referred to as the "bank" or the "association")

                                    ARTICLE I

                          MEETINGS OF THE SHAREHOLDERS

     SECTION 1.1. ANNUAL MEETING. The regular annual meeting of the shareholders
to elect directors and transact whatever other business may properly come before
the meeting, shall be held at the main office of the association, 135 South
LaSalle Street, Chicago, Illinois, at 8:30 A.M. on the third Wednesday of May of
each year, or at such other place, within or without the state in which the
bank's main office is located, or time as the board of directors may designate.
Notice of the meeting shall be mailed, postage prepaid, or sent by confirmed
facsimile, at least 10 days and no more than 60 days prior to the date thereof,
addressed to each shareholder at the address, or facsimile number (as the case
may be), appearing on the books of the association. If, for any cause, an
election of directors is not made on that date, an election shall be held on
some subsequent day, as soon thereafter as practicable but within 60 days of the
date fixed, to be designated by the board of directors, or, if the directors
fail to fix the date, by shareholders representing two-thirds of the shares.

     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 shareholders owning, in the aggregate,
not less than fifty percent of the stock of the association. Every such special
meeting, unless otherwise provided by law, shall be called by mailing, postage
prepaid, or sent by confirmed facsimile, not less than 10 days prior nor more
than 60 days prior to the date fixed for the meeting, to each shareholder at the
address, or facsimile number (as the case may be), appearing on the books of the
association, a notice stating the purpose of the meeting.

The board of directors may fix a record date for determining shareholders
entitled to notice and to vote at any meeting, in reasonable proximity to the
date of giving notice to the shareholders of such meeting. The record date for
determining shareholders entitled to demand a special meeting is the date the
first shareholder signs a demand for the meeting describing the purpose or
purposes for which it is to be held.

A special meeting may be called by shareholders or the board of directors to
amend the Articles of Association or Bylaws, whether or not such Bylaws may be
amended by the board in the absence of shareholder approval.


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If an annual or special shareholders' meeting is adjourned to a different date,
time or place, notice need not be given of the new date, time or place, if the
new date, time or place is announced at the meeting before adjournment, unless
any additional items of business are to be considered, or the association
becomes aware of an intervening event materially affecting any matter to be
voted on more than 10 days prior to the date to which the meeting is adjourned.
If a new record date for the adjourned meeting is fixed, however, notice of the
adjourned meeting must be given to persons who are shareholders as of the new
record date.

     SECTION 1.3 NOMINATIONS OF DIRECTORS. Nominations for election to the board
of directors may be made by the board of directors or by any stockholder 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 not less than 14 days
nor more than 50 days prior to any meeting of shareholders called for the
election of directors; provided, however, that if less than 21 days' notice of
the meeting is given to shareholders, such nomination shall be mailed or
delivered to the president of the association no 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:

     (1)  The name and address of each proposed nominee.

     (2)  The principal occupation of each proposed nominee.

     (3)  The total number of shares of capital stock of the association that
          will be voted for each proposed nominee.

     (4)  The name and residence address of the notifying shareholder.

     (5)  The number of share of capital stock of the association owned by the
          notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be
disregarded by the chairperson of the meeting, and upon his/her instructions,
the vote tellers may disregard all votes cast for each such nominee.

     SECTION 1.4. JUDGES OF ELECTION. Every election of directors shall be
managed by three judges who shall be appointed by the board of directors. The
judges of election shall hold and conduct the election at which they are
appointed to serve. After the election, they shall file with the Secretary a
certificate signed by them, certifying the result thereof and the names of the
directors elected. The judges of election, at the request of the chairperson of
the meeting, shall act as tellers of any other vote by ballot taken at such
meeting, and shall certify 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 filed with the records of the meeting. Proxies with facsimile
signatures may be used, and unexecuted proxies may be counted upon receipt of a


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written confirmation from the shareholder. Proxies meeting the above
requirements submitted at any time during a meeting shall be accepted.

     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, or by the shareholders or
directors pursuant to section 10.2; 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, or by the shareholders or directors
pursuant to section 9.2.

     SECTION 1.7. WRITTEN CONSENT OF SHAREHOLDERS IN LIEU OF MEETING. To the
extent permitted by law, any action that may be taken at any meeting of
shareholders may be taken without a meeting, without prior notice, if a consent
in writing, setting forth the action so taken, shall be signed by all the
holders of outstanding shares entitled to vote thereon.

                                   ARTICLE II

                                    DIRECTORS

     SECTION 2.1. BOARD OF DIRECTORS. The board of directors (board) shall have
the 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 the board.

     SECTION 2.2. NUMBER. The board shall consist of not less than five nor more
than twenty-five persons, the exact number within such minimum and maximum
limits to be fixed and determined from time to time by resolution of a majority
of the full board or by resolution of the shareholders at any meeting thereof,
or if such a resolution shall not be in effect, such number shall be five;
provided however, that a majority of the full board may not increase the number
of directors by more than two if the number of directors last elected by the
shareholders was fifteen or less and by not more than four where the number of
directors last elected by shareholders was sixteen or more, provided that in no
event shall the number of directors exceed twenty five.

     SECTION 2.3. ORGANIZATION MEETING. The Secretary, upon receiving the
certificate of the judges 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, or at such other place as the board
may designate, to organize the new board and elect and appoint officers of the
association for the succeeding year. Such meeting shall be held on the day of
the election or as soon thereafter as practicable, and, in any event, within 30
days thereof. If, at the time fixed for such meeting, there shall not be a
quorum the directors present may adjourn the meeting, from time to time, until a
quorum is obtained.

     SECTION 2.4. REGULAR MEETINGS. The regular meetings of the board shall be
held, without notice, on the such dates and at such times as shall be
established annually by the board at. Meetings shall be held at the main office
or at such other place, within or without the state in which the bank's main
office is located, as the board may designate. When any regular meeting of the
board falls upon a holiday, the meeting shall be held on the next banking
business day unless the board shall designate another day.


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     SECTION 2.5. SPECIAL MEETINGS. Special meetings of the board may be called
by the chairman of the board, the president of the association, or at the
request of three or more directors. Each member of the board shall be given
notice stating the time and place by telegram, first class mail, facsimile or
telephonic communications, or in person, of each special meeting.

     SECTION 2.6. QUORUM. A majority of the director positions shall constitute
a quorum at any meeting, except when otherwise provided by law, or the Bylaws,
but a lesser number may adjourn any meeting, from time to time, and the meeting
may reconvene (as adjourned) without further notice. If the number of directors
is reduced below the number that would constitute a quorum, no business may be
transacted, except selecting directors to fill vacancies in conformance with
section 2.7.

     SECTION 2.7. VACANCIES. When any vacancy occurs among the directors, a
majority of the remaining members of the board, according to 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 at which a
quorum is present, or if the directors remaining in office constitute fewer than
a quorum of the board, by the affirmative vote of a majority of all the
directors remaining in office, or by shareholders at a special meeting called
for that purpose, in conformance with section 1.2 of this article. At any such
shareholder meeting, each shareholder entitled to vote shall have the right to
multiply the number of votes he or she is entitled to cast by the number of
vacancies being filled and cast the product for a single candidate or distribute
the product among two or more candidates.

A vacancy that will occur at a specific later date (by reason of a resignation
effective at a later date) may be filled before the vacancy occurs, but the new
director may not take office until the vacancy occurs.

     SECTION 2.8. RETIREMENT POLICY. A Retirement policy adopted by the board
shall be applicable to directors who are not active officers of the association.

     SECTION 2.9. WRITTEN CONSENT OF DIRECTORS IN LIEU OF MEETING. To the extent
permitted by law, any action that may be taken at any meeting of the board or
any committee thereof may be taken without a meeting, without prior notice, if a
consent in writing, setting forth the action so taken, shall be signed by all
the members of the board or of such committee, as the case may be.

     SECTION 2.10. DIRECTOR QUALIFYING SHARES. Each director shall own a
qualifying equity interest in the association, as required by applicable law. In
the event that directors own common stock of the association, directors assign
and are deemed to have assigned the right to receive distributions (including
in-kind or non-cash distributions, and/or the cash equivalent thereof) on such
common stock; provided, however, that directors shall have the right to receive
quarterly cash distributions, if any, on the common stock of the association and
such other cash distributions as authorized by the board or an authorized
committee thereof.

                                   ARTICLE III

                             COMMITTEES OF THE BOARD


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<Page>

     SECTION 3.1. APPOINTMENT AND POWERS. The board of directors may, by
resolution passed by a majority of the number of directors, designate one or
more committees, by formal charter or otherwise. Each committee shall consist of
one or more of the directors of the association, and shall have and may exercise
such powers and authority of the board in the management of the business and
affairs of the association as shall be described in the resolution or charter
designating such committee. Any committee so designated may not:

     (1)  Authorize distributions of assets or dividends.

     (2)  Approve action required to be approved by shareholders.

     (3)  Fill vacancies on the board of directors or any of its committees.

     (4)  Amend the Articles of Association.

     (5)  Adopt, amend, or repeal the Bylaws.

     (6)  Authorize or approve the issuance or sale, or contract for sale, of
          shares, or determine the designation and relative rights, preferences,
          and limitations of a class or series of shares.

     SECTION 3.2. HOLDING COMPANY COMMITTEES. Notwithstanding section 3.1 of the
bylaws, for so long as (a) the association is majority owned and controlled by
LaSalle Bank Corporation, and (b) the directors of LaSalle Bank Corporation are
also directors of the association, then the board of directors is authorized to
delegate, by resolution passed by a majority of the number of directors, to duly
empowered and authorized board committees of LaSalle Bank Corporation, such
powers and authorities as are described in the LaSalle Bank Corporation
resolutions or charters establishing such committees; provided, however, that
nothing in this section 3.2 shall be deemed to relieve the association's board
of directors from its responsibility to manage, supervise and administer the
business and affairs of the association

     SECTION 3.3. AUDIT COMMITTEE. There shall be an audit committee of the
board composed of not less than three directors, exclusive of any active
officers of the association, appointed by the board annually or more often. The
duty of the audit committee shall be, at least once during each calendar year
and within 15 months of the last examination, to examine or cause suitable
examinations to be made by auditors responsible only to the board, of the
affairs of the association. The results of such examination shall be reported in
writing to the board at the next regular meeting thereafter. Such report shall
state whether the association is in a sound condition, and whether adequate
internal controls and procedures are being maintained and shall recommend to the
board such changes in the manner of conducting the affairs of the association as
shall be deemed advisable. The audit committee function may be delegated to a
committee of LaSalle Bank Corporation pursuant to section 3.2.

     SECTION 3.4. TRUST COMMITTEES. There shall be such trust committee(s) as
may be described in Article V of these bylaws or as otherwise appointed by the
board in accordance with these bylaws and applicable law.

                                   ARTICLE IV


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<Page>

                             OFFICERS AND EMPLOYEES

     SECTION 4.1. CHAIRMAN OF THE BOARD. The board shall appoint one of its
members to be the chairman of the board to serve at its pleasure. The chairman
of the board shall preside at all meetings of the board. The chairman of the
board shall supervise the carrying out of the policies adopted or approved by
the board, and shall have general executive powers, as well as the specific
powers conferred by these bylaws. The chairman of the board shall also have and
may exercise such further powers and duties as from time to time may be
conferred, or assigned by the board. The chairman of the board shall be
ex-officio a member of all committees, except any audit committees.

     SECTION 4.2. VICE CHAIRMAN OF THE BOARD. The board may appoint one or more
of its members to be vice chairman of the board. The vice-chairmen shall perform
such duties as may from time to time be assigned by the board.

     SECTION 4.3. PRESIDENT. The board shall appoint one of its members to be
the president of the association. The president shall be the chief executive
officer of the association and, in the absence of the chairman, shall preside at
any meeting of the board. The president shall have general executive powers, and
shall have and may exercise any and all other powers and duties pertaining by
law, regulation, or practice, to the office of president, or imposed by these
bylaws. The president shall have general supervision of the business, affairs
and personnel of the association and in the absence of the chairman, shall
exercise the powers and perform the duties of the chairman of the board. The
president shall be ex officio a member of all committees, except the audit
committee and the trust audit committee. The president shall also have and may
exercise such further powers and duties as from time to time may be conferred,
or assigned by the board.

     SECTION 4.4. CHIEF OPERATING OFFICER. The board may appoint a chief
operating officer. The chief operating officer shall perform such duties as may
from time to time be assigned by the board, the chairman of the board or
president.

     SECTION 4.5. SENIOR OFFICERS. The board may appoint one or more executive
vice presidents, group senior vice presidents, and such other senior officers as
from time to time may appear to the board to be required or desirable to
transact the business of the association. Each senior officer shall have such
powers and duties as may be assigned to such person by the board, the chairman
of the board, or the president.

     SECTION 4.6. OTHER OFFICERS. The board, the chairman of the board, or the
president may appoint one or more senior vice presidents, group vice presidents,
first vice presidents, vice presidents, assistant vice presidents, trust
officers, assistant trust officers, assistant secretaries, branch managers and
assistant branch managers, and such other officers and attorneys in fact as from
time to time may appear to the board, the chairman of the board, or the
president, as the case may be, to be required or desirable to transact the
business of the association. Such officers, respectively, shall exercise such
powers and perform such duties as pertain to their several offices or as may be
conferred upon, or assigned to them by the board, the chairman of the board, or
the president.

     SECTION 4.7. SECRETARY. The board shall appoint a secretary who shall be
secretary of the board and of the association, and shall keep accurate minutes
of all meetings.


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The secretary shall attend to the giving of all notices required by these
Bylaws; shall be custodian of the corporate seal, records, documents, and papers
of the association; shall provide for the keeping of proper records of all
transactions of the association; shall have and may exercise any and all other
powers and duties pertaining by law, regulation, or practice, to the office of
secretary, or imposed by these Bylaws; and shall also perform such other duties
as may be assigned to such person from time to time, by the board, the chairman
of the board, or the president.

     SECTION 4.8. CLERKS, EMPLOYEES AND AGENTS. The chairman of the board, the
president, or any other active officer of the association authorized by the
chairman of the board, or the president, may appoint and dismiss any non-officer
employee as they may deem necessary or advisable for the prompt and orderly
transaction of business of the association, define their duties, fix the
salaries or compensation to be paid them and the conditions of their employment.

     SECTION 4.9. SURETY BONDS. All the active officers and employees of this
association may be covered by one of the blanket form bonds customarily written
by the surety companies, drawn for such an amount, and executed by such surety
company, as the board may from time to time require, and duly approve; or at the
discretion of the board, all such active officers and employees shall,
respectively, give such bond, with such security, and in such denominations as
the board may from time to time require and direct. All bonds approved by the
board shall assure the faithful and honest discharge of the respective duties of
such active officer or employee and shall provide that such active officer or
employee shall faithfully apply and account for all moneys, funds, valuables and
property of every kind and description that may from time to time come into such
person's hands or be entrusted to such person's care, and pay over and deliver
the same to the order of the board or to such other person or persons as may be
authorized to demand and receive the same.

     SECTION 4.10. TERM OF OFFICE. All officers shall hold their respective
offices at the pleasure of the board, for the current year for which the board
was elected and until their successors are appointed, unless they shall resign,
become disqualified, or be removed; and any vacancy shall, if required by these
bylaws, be filled promptly according to the provisions of these bylaws.

     SECTION 4.11. RESIGNATION. An officer may resign at any time by delivering
notice to the association. A resignation is effective when the notice is given
unless the notice specifies a later effective date.

                                    ARTICLE V

                               FIDUCIARY SERVICES

     SECTION 5.1. TRUST OFFICER. There shall be a trust officer of this
association whose duties shall be to manage, supervise and direct all the
fiduciary activities of the association. Such person shall do or cause to be
done all things necessary or proper in carrying on the fiduciary business of the
association according to provisions of law and applicable regulations; and shall
act pursuant to opinion of counsel where such opinion is deemed necessary.
Opinions of counsel shall be retained on file in connection with all-important
matters


                                       22

<Page>

pertaining to fiduciary activities. The trust officer shall be responsible for
all assets and documents held by the association in connection with fiduciary
matters.

     SECTION 5.2. TRUST AUDIT COMMITTEE. The board shall appoint a committee of
not less than two directors, including members ex-officio provided for in the
other sections of these bylaws, exclusive of any active officers of the
association, which shall at least once during each calendar year and within 15
months of the last such audit make suitable audits of the association's
fiduciary activities or cause suitable audits to be made by auditors responsible
only to the board, and at such time shall ascertain whether fiduciary powers
have been administered in accordance with law, Part 9 of the Regulations of the
Comptroller of the Currency, and sound fiduciary principles. Notwithstanding the
provisions of this Section, the board at any time may assign to the audit
committee, in addition to the duties of the audit committee set forth in Section
3.3 of these bylaws, all of the duties of the trust audit committee and during
such time as the audit committee is performing the duties of both committees,
the trust audit committee shall cease to function as a committee of the board.
The board at any time may reassign the duties provided for in this Section to
the trust audit committee. The trust audit committee function may be delegated
to a committee or committees of LaSalle Bank Corporation pursuant to section
3.2.

     SECTION 5.3. FIDUCIARY FILES. There shall be maintained in the association
files all fiduciary records necessary to assure that its fiduciary
responsibilities have been properly undertaken and discharged.

     SECTION 5.4. TRUST INVESTMENTS. Funds held in a fiduciary capacity shall be
invested according to the instrument establishing the fiduciary relationship and
local law. Where such instrument does not specify the character and class of
investments to be made and does not vest in the association a discretion in the
matter, funds held pursuant to such instrument shall be invested in investments
in which corporate fiduciaries may invest under local law.

                                   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 or her shares, succeed to all rights of the prior
holder of such shares, except in the case of director qualifying shares as
described in section 2.10. The board of directors may impose conditions upon the
transfer of the stock reasonably calculated to simplify the work of the
association for stock transfers, voting at shareholder meetings, and related
matters, and to protect it against fraudulent transfers.

     SECTION 6.2. STOCK CERTIFICATES. Certificates of stock shall bear the
signature of the president (which may be engraved, printed or impressed), and
shall be signed manually or by facsimile process by the secretary or an
assistant secretary, or any other officer appointed by the board 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. The board of


                                       23

<Page>

directors may adopt or use procedures for replacing lost, stolen, or destroyed
stock certificates as permitted by law.

The association may establish a procedure through which the beneficial owner of
shares that are registered in the name of a nominee may be recognized by the
association as the shareholder. The procedure may set forth:

     (1)  The types of nominees to which it applies.

     (2)  The rights or privileges that the association recognizes in a
          beneficial owner.

     (3)  How the nominee may request the association to recognize the
          beneficial owner as the shareholder.

     (4)  The information that must be provided when the procedure is selected.

     (5)  The period over which the association will continue to recognize the
          beneficial owner as the shareholder.

     (6)  Other aspects of the rights and duties created.

                                   ARTICLE VII

                                 CORPORATE SEAL

     The president, the cashier, the secretary or any assistant cashier or
assistant secretary, trust officer or other officer thereunto designated by the
board, shall have authority to affix the corporate seal to any document
requiring such seal, and to attest the same. Such seal shall be substantially in
the form set forth herein.

                                  (Impression)
                                      (of)
                                     (Seal)

                                  ARTICLE VIII

                                 INDEMNIFICATION

     SECTION 8.1. DEFINITIONS. For purposes of this Article, the following
definitions will apply:

     (1) EXPENSES include, without limitation, attorney fees and any expenses of
establishing a right to indemnification under this Article.

     (2) LOSSES means the total amount, which the person becomes legally
obligated to pay in connection with any proceeding, including judgments, fines,
amounts paid in settlement, and expenses.


                                       24

<Page>

     (3) PERSON means any director, officer, employee or agent of the bank.

     (4) PROCEEDING means any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative, or investigative, and
whether internal or external to the bank.

     SECTION 8.2. THIRD PARTY ACTIONS. The bank shall, to the fullest extent
allowed by applicable law, indemnify any person who was or is a party or is
threatened to be made a party to any proceeding (other than an action by or in
the right of the bank) by reason of the fact that he or she is or was a
director, officer, employee or agent of the bank, or is or was serving at the
request of the bank as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
losses actually and reasonably incurred by him or her in connection with such
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the bank, and, with
respect to any criminal action or proceeding had no reasonable cause to believe
his or her conduct was unlawful. The termination of any proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the bank, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

     SECTION 8.3. ACTIONS BY OR IN THE RIGHT OF THE BANK. The bank shall, to the
fullest extent allowed by applicable law, indemnify any person who was or is a
party or otherwise becomes involved in any proceeding by or in the right of the
bank to procure a judgment in its favor by reason of the fact that he or she is
or was a director, officer, employee or agent of the bank, or is or was serving
at the request of the bank as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the bank and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the bank unless and only to the extent that the court
in which such proceeding was brought or any other court of competent
jurisdiction shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.

     SECTION 8.4. SUCCESSFUL DEFENSE. To the extent that a present or former
director, officer, employee or agent of the bank substantially prevails on the
merits or otherwise in defense of any proceeding referred to in Sections 8.2 or
8.3, or in defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses actually and reasonably incurred by him in
connection therewith.

     SECTION 8.5 DETERMINATION OF CONDUCT. Any indemnification under Sections
8.2 and 8.3 (unless ordered by a court) shall be made by the bank only as
authorized in the specific case upon a determination that indemnification of the
present or former director, officer, employee or agent is proper in the
circumstances because he or she has met the applicable standard of conduct set
forth in Sections 8.2 and 8.3. Such determination shall be made, with respect to
a person who is a director or officer at the time of such determination, (1)


                                       25

<Page>

by a majority vote of the directors who were not parties to such proceeding,
even though less than a quorum, or (2) by a committee of such directors
designated by majority vote of such directors, even though less than a quorum,
or (3) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (4) by the stockholders.

     SECTION 8.6. INDEMNIFICATION OF CORPORATE ATTORNEY. The association shall,
to the fullest extent allowed by applicable law, indemnify any person who was or
is a party or is threatened to be made a party to any proceeding (other than an
action by or in the right of the association) by reason of the fact that he or
she is or was (i)(a) a director, officer, employee of the association or any
affiliate of the association, (b) an attorney licensed in any state, and (c)
renders legal advice or services to, or issues formal or informal legal opinions
for the benefit of or on behalf of, the association (a "Corporate Attorney"), or
(ii) is or was a Corporate Attorney serving at the request of the association as
a director, officer, employee, agent or legal counsel of another association,
corporation, partnership, joint venture, trust or other enterprise, against
losses actually and reasonably incurred by him or her in connection with such
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the association and in
a manner consistent with canons of ethics to which such Corporate Attorney is
subject and, with respect to any criminal action or proceeding had no reasonable
cause to believe his or her conduct was unlawful. The termination of any
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the association, and
with respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.

     SECTION 8.7. ADVANCE PAYMENT. Expenses incurred by a present or former
director, officer, employee or agent in defending a proceeding shall be paid by
the bank in advance of the final disposition of such proceeding upon receipt of
an undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
bank as authorized in this Article. Such expenses incurred may be so paid,
consistent with this Section 8.6, upon such further terms and conditions, if
any, as the association deems appropriate.

     SECTION 8.8. ARTICLE NOT EXCLUSIVE. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any statue, by-law, agreement,
vote of shareholders or disinterested directors or otherwise, both as to action
in his or her official capacity and as to action in another capacity while
holding office.

     SECTION 8.9. INSURANCE. The bank shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the bank, or is or was serving at the request of the bank as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the bank would have the power to indemnify
him or her against such liability under the provisions of this Article. To the
extent such insurance is commercially available, the bank shall maintain
insurance designed to cover expenses associated with administrative or civil
enforcement actions which may be commenced by any federal or state banking or
administrative agency. This provision does not, however, authorize the bank to


                                       26

<Page>

purchase insurance covering civil money penalties or judgments assessed against
any person pursuant to final order by or settlement with an appropriate bank
regulatory agency.

     SECTION 8.10. MERGED AND REORGANIZED ASSOCIATIONS. For purposes of this
Article, references to "the bank" or the "association" shall include, in
addition to the surviving association or corporation, any merging or
consolidating association or corporation (including any association or
corporation having merged or consolidated with a merging or consolidating
association or corporation) absorbed in a merger or consolidation which, if its
separate existence had continued, would have had the power and authority to
indemnify its directors, officers, employees and agents, so that any person who
was a director, officer, employee or agent of such merging or consolidating
association or corporation, or is or was serving at the request of such merging
or consolidating association or corporation as a director, officer, employee or
agent of another association, corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the provisions of this
Article with respect to the surviving association or corporation as such person
would have with respect to such merging association or corporation if its
separate existence had continued.

     SECTION 8.11. EMPLOYEE BENEFIT PLANS. For purposes of this Article,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes, assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the bank [or association]" shall include any service as a director, officer,
employee or agent of the association which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to an
employee benefit plan, its participants, or beneficiaries.

     SECTION 8.12. HEIRS, EXECUTORS AND ADMINISTRATORS. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of heirs, executors and administrators of such a person.

     SECTION 8.13. CHOICE OF LAW AND SEVERABILITY. The provisions of this
Article are intended to provide indemnification and advancement of expenses for
directors, officers employees and agents to the fullest extent that would be
permitted by the Delaware General Corporation Law, Del. Code Ann. Tit. 8 (as may
be amended from time to time) if the bank were a Delaware corporation, and shall
be interpreted accordingly. The invalidity or unenforceability of any provision
of this Article VIII shall not affect the validity or enforceability of the
remaining provisions.

                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

     SECTION 9.1. FISCAL YEAR. The fiscal year of the association shall be the
calendar year.

     SECTION 9.2. EXECUTION OF INSTRUMENTS. Without limitation, all agreements,
contracts, bills of sale, assignments, powers of attorney, or of substitution,
indentures, mortgages, deeds, conveyances, transfers, certificates,
declarations, receipts, discharges, releases,


                                       27

<Page>

satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds,
debentures, notes, undertakings, proxies and other instruments or documents
(including documents in connection with the purchase, sale, mortgage, exchange,
lease, assignment, transfer, management or handling in any way of any property,
real or personal, of any description, held or controlled by the bank, either in
its own right or in any fiduciary capacity) may be signed, executed,
acknowledged, verified, delivered or accepted on behalf of the association by
the chairman, the vice chairmen, the president, any executive vice president,
group senior vice president, senior vice president, group vice president, first
vice president, vice president or assistant vice president. Any such instruments
may also be executed, acknowledged, verified, delivered or accepted on behalf of
the association in such other manner and by such other officers, employees or
agents as the board, the chairman, the vice chairman, the president, or the
chief credit officer may from time to time direct. The provisions of this
article are supplementary to any other provision of these bylaws.

     SECTION 9.3. RECORDS. The articles of association, the bylaws and the
proceedings of all meetings of the shareholders, the board, and standing
committees of the board, shall be recorded in appropriate minute books provided
for that purpose. The minutes of each meeting shall be signed by the secretary,
or other officer appointed to act as secretary of the meeting.

     SECTION 9.4 CORPORATE GOVERNANCE PROCEDURES. To the extent not inconsistent
with applicable federal banking statutes, the corporate governance procedures of
the Delaware General Corporation Law, Del. Code Ann. Tit. 8 (as may be amended
from time to time) will be followed.

                                    ARTICLE X

                                     BYLAWS

     SECTION 10.1. INSPECTION. A copy of the bylaws, with all amendments, 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 10.2. AMENDMENTS. Except as provided by law, the bylaws may be
amended, altered or repealed, at any regular or special meeting of the board, by
a vote of a majority of the total number of the directors, or by consent
pursuant to section 2.9.


                                       28

<Page>

                                    EXHIBIT 7

                               REPORT OF CONDITION
                                 OF THE TRUSTEE


                                       29

<Page>

LaSalle Bank N.A.          Call Date: 3/31/2006   ST-BK: 17-1520   FFIEC     031
135 South LaSalle Street                                           Page    RC-1
Chicago, IL 60603          Vendor ID: D           CERT: 15407         11

Transit Number:  71000505

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND
STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 2006

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

SCHEDULE RC - BALANCE SHEET

<Table>
<Caption>
                                                                                                         Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
ASSETS
   1.  Cash and balances due from depository institutions (from Schedule
       RC-A):                                                                                   RCFD
       a. Noninterest-bearing balances and currency and coin (1)                                0081   1,685,659  1.a
       b. Interest-bearing balances (2)                                                         0071      12,748  1.b
   2.  Securities:
       a. Held-to-maturity securities (from Schedule RC-B, column A)                            1754      60,372  2.a
       b. Available-for-sale securities (from Schedule RC-B, column D)                          1773  23,826,491  2.b
   3.  Federal funds sold and securities purchased under agreements to
       resell
       a. Federal funds sold in domestic offices                                                B987     971,270  3.a
       b. Securities purchased under agreements to resell (3)                                   B989     249,394  3.b
   4.  Loans and lease financing receivables (from schedule RC-C)
       a. Loans and leases held for sale                                                        5369   2,667,799  4.a
       b. Loans and leases, net of unearned income                            B528  40,611,135
       c. LESS: Allowance for loan and lease losses                           3123     649,081                    4.c
       d. Loans and leases, net of unearned income,
           allowance, and reserve (item 4.a minus 4.b and 4.c)                                  B529  39,962,054  4.d
   5.  Trading assets (from Schedule RC-D)                                                      3545     960,731  5.
   6.  Premises and fixed assets (including capitalized leases)                                 2145     257,602  6.
   7.  Other real estate owned (from Schedule RC-M)                                             2150       9,038  7.
   8.  Investments in unconsolidated subsidiaries and associated companies
       (from Schedule RC-M)                                                   2130                             0  8.
   9.  Not applicable
   10. Intangible assets (from Schedule RC-M)
       a. Goodwill                                                                              3163     165,599  10.a
       b. Other Intangible assets                                                               0426           0  10.b
   11. Other assets (from Schedule RC-F)                                                        2160   4,365,253  11.
   12. Total assets (sum of items 1 through 11)                                                 2170  75,194,010  12.     75,194,010
</Table>

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

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

(3)  Includes all securities resale agreements in domestic and foreign offices,
     regardless of maturity.


                                       30

<Page>

<Table>
                                                                         
LaSalle Bank N.A.          Call Date: 12/31/96  3/31/2006   ST-BK: 17-1520   FFIEC    031
135 South LaSalle Street                                                     Page    RC-2
Chicago, IL 60603          Vendor ID: D                     CERT: 15407         12
</Table>

Transit Number: 71000505

SCHEDULE RC - CONTINUED

<Table>
<Caption>
                                                                                                         Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
LIABILITIES
   13. Deposits:
       a. In domestic offices (sum of totals of                               RCON
          columns A and C from Schedule RC-E, part I)                         2200                    36,135,083  13.a
                                                                              RCON
          (1) Noninterest-bearing (1)                                         6631   6,516,160                    13.a.1
          (2) Interest-bearing                                                6636  29,618,923                    13.a.2  36,135,083
       b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
          (from Schedule RC-E, part II)                                                         RCFN
                                                                                                2200   9,045,111  13.b
                                                                              RCFN
          (1) Noninterest-bearing                                             6631           0                    13.b.1
          (2) Interest-bearing                                                6636   9,045,111                    13.b.2
                                                                                                RCON
   14. Federal funds purchased and securities sold under agreements to
       repurchase:
       a. Federal funds purchased in domestic offices (2)                                       B993   2,317,300  14.a
                                                                                                RCFD
       b. Securities sold under agreements to repurchase (3)                                    B995   7,484,310  14.b
   15. Trading liabilities (from Schedule RC-D)                                                 3548     438,673  15
   16. Other borrowed money (includes mortgage indebtedness and                                 3190   9,668,985  16
       obligations under capitalized leases): From schedule RC-M
   17. Not applicable
   18. Not applicable
   19. Subordinated notes and debentures (4)                                                    3200     540,000  19.
   20. Other liabilities (from Schedule RC-G)                                                   2930   3,507,827  20.
   21. Total liabilities (sum of items 13 through 20)                                           2948  69,137,289  21.     69,137,289
   22. Minority Interest in consolidated subsidiaries                                           3000      66,825  22.

EQUITY CAPITAL
                                                                                                RCFD
   23. Perpetual preferred stock and related surplus                                            3838     500,000  23.
   24. Common stock                                                                             3230      41,234  24.
   25. Surplus (exclude all surplus related to preferred stock)                                 3839   2,010,375  25.
   26. a. Retained Earnings                                                                     3632   3,426,863  26.a
       b. Accumulated Other Comprehensive income.(5)                                            B530      11,424  26.b
   27. Other Equity capital components (6)                                                      3284           0  27.
   28. Total equity capital (sum of items 23 through 27)                                        3210   5,989,896  28.      5,989,896
   29. Total liabilities, minority interest, and equity capital
       (sum of items 21, 22, and 28)                                                            3300  75,194,010  29.
</Table>


                                       31

<Page>

<Table>
                                                                                                         
MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
   1.  Indicate in the box at the right the number of the statement below
       that best describes the most comprehensive level of auditing work                        RCFD    Number
       performed for the bank by independent external                                           ----    ------
       auditors as of any date during 2001                                                      6724      2       M.1
</Table>

1 =  Independent audit of the bank conducted in accordance with generally
     accepted auditing standards by a certified public accounting firm which
     submits a report on the bank

2 =  Independent audit of the bank's parent holding company conducted in
     accordance with generally accepted auditing standards by a certified public
     accounting firm which submits a report on the consolidated holding company
     (but not on the bank separately)

3 =  Attestation on bank managements assertion on the effectiveness of the
     banks internal control over financial reporting by a certified public
     accounting firm.

     with generally accepted auditing standards by a certified public accounting
     firm.

4=   Directors' examination of the bank conducted in accordance with generally
     accepted auditing standards by a certified accounting firm. (may be
     required by state chartering authority)

5 =  Directors' examination of the bank performed by other external auditors
     (may be required by state chartering authority)

6 =  Review of the bank's financial statements by external auditors

7 =  Compilation of the bank's financial statements by external auditors

8 =  Other audit procedures (excluding tax preparation work)

9 =  No external audit work

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

(2)  Report overnight Federal Home Loan Bank advances in Schedule RC, item 16
     "other borrowed money."

(3)  Includes all securities repurchased agreements in domestic and foreign
     offices, regardless of maturity.

(4)  Includes limited-life preferred stock and related surplus.

(5)  Includes net unrealized holding gains (losses) on available for sale
     securities, accumulated net gains (losses) on cash flow hedges, cumulative
     foreign currency translation adjustments, and minimum pension liability
     adjustments.

(6)  Includes treasury stock and unearned Employee Stock Ownership plan shares.


                                       32