<PAGE>
purchase, lease or sale of real or personal property 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 below:
<TABLE>
<CAPTION>
Amount of Expenditure Title of Required
or Receipt of Consideration Signing Officer
--------------------------- ----------------
<S> <C>
$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;
</TABLE>
(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:
<TABLE>
<CAPTION>
Amount of Expenditure Title of Required
or Receipt of Consideration Signing Officer
--------------------------- ----------------
<S> <C>
$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;
</TABLE>
2. Regulatory Matters.
------------------
(a) 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
2