<PAGE>

     by the Bank of an amount in excess of the respective amounts listed below
     or the receipt by the Bank of consideration with a value in excess of such
     amounts, at least one of the signing officers must hold the title listed
     opposite the respective dollar amount below:

      Amount of Expenditure                  Title of Required
     or Receipt of Consideration              Signing Officer
     ---------------------------        ---------------------------
     $  1,000,000 to 4,999,999          Senior Vice President or
                                         above
      5,000,000 to  24,999,999          Executive Vice President or
                                         above
      25,000,000 or more                Vice Chairman or above;

          (d)  General power to contract
               -------------------------

          to enter into other contracts of any kind or character, conveyances or
     leases of real or personal property, licensing agreements, contracts and
     agreements providing for services to be rendered by, to, or for the Bank,
     contracts and agreements providing for the purchase, sale or other
     disposition of assets by the Bank, and to execute and deliver instruments,
     documents, agreements, contracts, and other writings affecting in any way
     any real or personal property and interests therein and contract rights and
     obligations, now or hereafter owned by or standing in the name of the Bank;
     provided, however, that for any such contract, lease or agreement involving
     the expenditure by the Bank of an amount in excess of the respective
     amounts listed below or the receipt by the Bank of consideration with a
     value in excess of such amounts, at least one of the signing officers must
     hold the title listed opposite the respective dollar amount shown below:

      Amount of Expenditure                   Title of Required
     or Receipt of Consideration               Signing Officer
     ---------------------------        ----------------------------

      $1,000,000 to  4,999,999          Senior Vice President or
                                         above
      5,000,000 to 24,999,999           Executive Vice President or
                                         above
      25,000,000 or more                Vice Chairman or above

2.   Regulatory Matters.
     ------------------ 

     Any ONE of the officers of the Bank listed below under the designation
                                                                           
     Group III, or any member of the Legal or Tax Departments of the Bank
     ---------                                                           
     holding the title of counsel or a title senior thereto is authorized to
     sign registrations, reports, certificates, applications and other writings
     on behalf of the Bank for submission to or filing with any federal, state,
     local or foreign regulatory authorities, and any amendments, withdrawals,
     or terminations thereof, as are deemed appropriate by the officer or
     member.

                                       2