HSBC USA Inc/MD – ‘10-K’ for 12/31/99

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                        342±  1.30M 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     2±     6K 

10-K   —   Annual Report
Document Table of Contents

Securities and Exchange Commission                                              
Washington, D.C. 20549                                                          

Form 10-K                                                                       

Annual Report Pursuant to Section 13 or 15(d) of the                            
Securities Exchange Act of 1934                                                 

For the fiscal year ended December 31, 1999  Commission file number 1-7436      

HSBC USA Inc.                                                                   
(Exact name of registrant as specified in its charter)                      
452 Fifth Avenue                                                                
New York, New York 10018                                                        
(Address of principal executive offices)                                    
Telephone (212) 525-6100                                                        

IRS Employer Identification No. 13-2764867.  State of Incorporation: Maryland   

Securities registered on the New York Stock Exchange pursuant to Section 12(b)  
of the Act:                                                                     

Depositary Shares, each representing a one-fourth interest in a share of        
Adjustable Rate Cumulative Preferred Stock, Series D                          
$1.8125 Cumulative Preferred Stock                                              
$2.8575 Cumulative Preferred Stock                                              
7% Subordinated Notes due 2006                                                  
8.375% Debentures due 2007                                                      

Securities registered pursuant to Section 12(g) of the Act: None                

Indicate by check mark whether the registrant (1) had filed all reports         
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of   
1934 during the preceding 12 months (or for such shorter period that the        
registrant was required to file such reports), and (2) has been subject to      
such filing requirements for the past 90 days.                                  

Yes   X             No                                                          

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405  
of Regulation S-K is not contained herein, and will not be contained, to the    
best of registrant's knowledge, in definitive proxy or information statements   
incorporated by reference in Part III of the Form 10-K or any amendment to      
this Form 10-K. [X]                                                             

All voting stock (704 shares of Common Stock $5 par value) is owned by HSBC     
North America Inc., an indirect wholly owned subsidiary of HSBC Holdings plc.   

Documents incorporated by reference: None                                       

1   

This page is intentionally left blank.      

2   

T A B L E  O F  C O N T E N T S                                                 

                            Page

Part I                                                                          

1.   Business                                        4                        
2.   Properties                                      6                        
3.   Legal Proceedings                               6                        
4.   Submission of Matters to a Vote of                                       
Security Holders                                6                   

Part II                                                                         

5.   Market for the Registrant's Common Equity                                
and Related Stockholder Matters                 6                   
6.   Selected Financial Data                         7                        
7.   Management's Discussion and Analysis                                     
of Financial Condition and                                          
Results of Operations                          10                   
7A.  Quantitative and Qualitative Disclosures                                 
About Market Risk                              32                   
8.   Financial Statements and                                                 
Supplementary Data                             35                   
9.   Changes in and Disagreements with                                        
Accountants on Accounting and                                       
Financial Disclosure                           77                   

Part III                                                                        

10.   Directors and Executive Officers                                          
of the Registrant                              77                   
11.   Executive Compensation                         81                         
12.   Security Ownership of Certain Beneficial                                  
Owners and Management                          82                   
13.   Certain Relationships and Related                                         
Transactions                                   83                   

Part IV                                                                         

14.   Exhibits, Financial Statement Schedules                                   
and Reports on Form 8-K                        83                   

3   

P A R T  I                                                                      

Item 1. Business                                                                

HSBC USA Inc. (the Company), formerly HSBC Americas, Inc., is a New York State  
based bank holding company registered under the Bank Holding Company Act of     
1956, as amended.  All of the Company's common stock is owned by HSBC North     
America Inc., an indirect wholly owned subsidiary of HSBC Holdings plc (HSBC).  
HSBC, the ultimate parent company of HSBC Bank plc, formerly Midland Bank plc,  
and The Hongkong and Shanghai Banking Corporation Limited (HongkongBank), is    
an international banking and financial services organization with major         
commercial and investment banking franchises operating in the Asia-Pacific      
region, Europe, the Americas, the Middle East and Africa.  The principal        
executive offices of HSBC are located in London, England.  HSBC, with assets    
of $569 billion at December 31, 1999, is one of the world's largest banking     
and financial services organizations.                                           

HSBC completed the purchase of Republic New York Corporation (Republic), a      
bank holding company with consolidated total assets of $46.9 billion, on        
December 31, 1999.  Also on December 31, 1999, following the purchase,          
Republic merged with the Company.  At December 31, 1999, the combined Company   
had assets of $90.2 billion and employed approximately 15,100 full and part     
time employees.                                                                 

The Company's principal subsidiary HSBC Bank USA (the Bank), formerly Marine    
Midland Bank, merged with Republic National Bank of New York (Republic Bank)    
on December 31, 1999.  After the merger, on a combined basis, the Bank had      
assets of $79.6 billion and deposits of $58.5 billion at December 31, 1999.     
The Company also is a participant in a joint venture, Wells Fargo HSBC Trade    
Bank.  The Company has a factoring and asset-based lending subsidiary and a     
commercial bank in California acquired with the Republic merger.                

The Bank's domestic operations encompass the entire State of New York as well   
as two branches in Pennsylvania and seven branches in Florida.  Selected        
commercial and consumer banking products are offered on a national basis.  The  
Bank is engaged in a general commercial banking business, offering a full       
range of banking products and services to individuals including high-net-worth  
individuals, corporations, institutions and governments.  Through its           
affiliation with HSBC, the Bank offers its customers access to global markets   
and services.  In turn, the Bank plays a role in the delivery and processing    
of other HSBC products.  As a result of the merger with Republic, in addition   
to its domestic offices, the Bank now maintains foreign branch offices,         
subsidiaries and/or representative offices in the Caribbean, Canada, Europe,    
Asia and Latin America.                                                         

As a result of the merger with Republic, the Bank has a 49% investment in HSBC  
Republic Holdings (Luxembourg) S.A. (HSBC Republic), formerly Safra Republic    
Holdings S.A., a holding company, principally engaged in international private  
banking and commercial banking with assets of $24.4 billion at December 31,     
1999.  HSBC, in a transaction separate from the acquisition of Republic, also   
acquired the remaining 51% ownership interest in HSBC Republic on December 31,  
1999.                                                                           

4   

P A R T  I  Continued                                                           

Item 1. Business  Continued                                                     

The Bank is supervised and routinely examined by the State of New York Banking  
Department and the Board of Governors of the Federal Reserve System (the        
Federal Reserve), and it is subject to banking laws and regulations which       
place various restrictions on and requirements regarding its operations and     
administration, including the establishment and maintenance of branch offices,  
capital and reserve requirements, deposits and borrowings, investment and       
lending activities, payment of dividends and numerous other matters.  The       
Federal Reserve Act restricts certain transactions between banks and their      
nonbank affiliates.  The deposits of the Bank are insured by the Federal        
Deposit Insurance Corporation (FDIC) and subject to relevant FDIC regulations.  
The Company has been prohibited, with certain exceptions, from engaging,        
directly or indirectly, in activities which are not closely related to          
banking.  The enactment of the Gramm-Leach-Bliley Act of 1999 (GLB Act),        
effective March 11, 2000, provides expanded opportunities for banks, other      
depository institutions, insurance companies and securities firms to enter      
into combinations that permit a single financial services organization to       
offer a more complete line of financial products and services.  Further         
competitive pressures are anticipated from industry consolidations in the wake  
of the passage of the GLB Act.                                                  

The Company and the Bank are subject to risk-based capital and leverage         
guidelines issued by the Federal Reserve.  The Federal Reserve is required by   
law to take specific prompt actions with respect to financial institutions      
that do not meet minimum capital standards.  Five capital standards have been   
identified, the highest of which is well-capitalized.  A well-capitalized bank  
must have a Tier 1 risk-based capital ratio of at least 6%, a total risk-based  
capital ratio of at least 10% and a leverage ratio of at least 5% and not be    
subject to a capital directive order.  The leverage ratio measures Tier 1       
capital against total non-risk weighted assets.  The Bank's ratios at           
December 31, 1999 exceeded all ratios required for the well-capitalized         
category.                                                                       

The Company and its subsidiaries face competition in all the markets they       
serve, competing with other financial institutions, including commercial        
banks, investment banks, savings and loan associations, credit unions,          
consumer finance companies, money market funds and other non-banking            
institutions such as insurance companies, major retailers, brokerage firms and  
investment companies.  Many of these institutions are not subject to the same   
laws and regulations imposed on the Company and its subsidiaries.               

5   

Item 2. Properties                                                              

The principal executive offices of the Company are located at 452 Fifth         
Avenue, New York, New York 10018, which is owned by the Bank.  The principal    
executive offices of the Bank are located at One HSBC Center, Buffalo, New      
York 14203, in a building under a long-term lease.  The Bank has more than 450  
other banking offices in New York State located in 49 counties, two branches    
in Pennsylvania and seven branches in Florida.  Approximately 38% of these      
offices are located in buildings owned by the Bank and the remaining are        
located in leased quarters.  In addition, there are branch offices and          
locations for other activities occupied under various types of ownership and    
leaseholds in states other than New York, none of which is materially           
important to the respective activities.  The Bank owns properties in: Miami,    
Florida; Buenos Aires, Argentina; Santiago, Chile; Montevideo, Uruguay; Mexico  
City, Mexico; Milan, Italy and London, England.                                 

Item 3. Legal Proceedings                                                       

The information contained in Note 27 to the Financial Statements on page 67 of  
this report is incorporated herein by reference.                                

Item 4. Submission of Matters to a Vote of Security Holders                     

Reference is made to Item 5.                                                    

P A R T  II                                                                     

Item 5. Market for the Registrant's Common Equity and Related Stockholder       
Matters                                                                         

Since all common stock of the Company is owned by HSBC North America Inc.,      
shares of the Company's common stock are not listed or traded on a securities   
exchange.                                                                       

6   

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Item 6. Selected Financial Data                                                                      
-----------------------------------------------------------------------------------------------------
HSBC acquired Republic New York Corporation (Republic) and merged it with the Company on December 31,
1999.  The acquisition was accounted for as a purchase by the Company so that the fair value of the  
assets and liabilities of Republic are included in balances at year end 1999, whereas results of     
operations for all periods presented  exclude those of Republic.                                     

Year Ended December 31,                           1999        1998      1997       1996       1995   
---------------------------------------------------------------------------------------------------- 
                                                                   in millions                       
                                                                                                     
Net interest income                           $1,225.9    $1,165.3  $1,173.4    $ 961.8    $ 892.2   
---------------------------------------------------------------------------------------------------- 
Securities transactions                           10.1        13.8      17.4        7.9       12.3   
Interest on Brazilian tax settlement              13.1        32.7         -          -          -   
Other operating income                           440.8       413.6     342.0      303.0      302.5   
---------------------------------------------------------------------------------------------------- 
Total other operating income                     464.0       460.1     359.4      310.9      314.8   
---------------------------------------------------------------------------------------------------- 
Other operating expenses                         827.9       780.2     781.4      656.8      695.8   
Provision for credit losses                       90.0        80.0      87.4       64.7      175.3   
---------------------------------------------------------------------------------------------------- 
Income before taxes                              772.0       765.2     664.0      551.2      335.9   
Applicable income tax expense                    308.3       238.1     193.0      171.0       52.3   
---------------------------------------------------------------------------------------------------- 
Net income                                    $  463.7    $  527.1   $ 471.0    $ 380.2    $ 283.6   
---------------------------------------------------------------------------------------------------- 

Balances at year end                                                                                 
Total assets                                  $ 90,240    $ 33,944   $31,518    $23,630    $20,553   
Goodwill and other acquisition intangibles       3,307         335       370        158         35   
Long-term debt                                   5,885       1,748     1,708      1,080        710   
Common shareholder's equity                      9,541       2,228     2,039      1,875      1,599   
Total shareholders' equity                      10,041       2,228     2,039      1,973      1,697   
Ratio of shareholders' equity to total assets    11.13%       6.56%     6.47%      8.35%      8.26%  
---------------------------------------------------------------------------------------------------- 

Selected financial data (1)                                                                          
Rate of return on                                                                                    
  Total assets                                    1.35%       1.60%     1.62%      1.83%      1.50%  
  Total common shareholder's equity              20.24       24.93     22.93      21.33      16.53   
Total shareholders' equity to total assets        6.70        6.44      7.14       8.90       9.37   
---------------------------------------------------------------------------------------------------- 


                                                        [Enlarge/Download Table]


Quarterly Results of Operations                                                                     
                                            1999                                1998                
----------------------------------------------------------------------------------------------------
                              4th Q    3rd Q    2nd Q    1st Q    4th Q    3rd Q    2nd Q     1stQ  
----------------------------------------------------------------------------------------------------
                                                            in millions                             
                                                                                                    
Net interest income          $302.2   $305.5   $306.9   $311.3   $295.3   $287.8   $293.8   $288.4  
----------------------------------------------------------------------------------------------------
Securities transactions         2.9     (0.1)     4.9      2.4      3.3      4.4      1.5      4.6  
Interest on Brazilian                                                                               
 tax settlement                13.1        -        -        -     32.7        -        -        -  
Other operating income        109.4    108.2    104.0    119.2     94.0     97.7    113.2    108.7  
----------------------------------------------------------------------------------------------------
Total other operating                                                                               
 income                       125.4    108.1    108.9    121.6    130.0    102.1    114.7    113.3  
----------------------------------------------------------------------------------------------------
Other operating expenses      217.2    200.3    203.8    206.6    200.2    192.7    194.6    192.7  
Provision for credit                                                                                
 losses                        22.5     22.5     22.5     22.5     21.0     20.0     19.5     19.5  
----------------------------------------------------------------------------------------------------
Income  before taxes          187.9    190.8    189.5    203.8    204.1    177.2    194.4    189.5  
Applicable income tax                                                                               
 expense                       74.0     75.9     76.0     82.4     45.5     58.1     68.2     66.3  
----------------------------------------------------------------------------------------------------
Net income                   $113.9   $114.9   $113.5   $121.4   $158.6   $119.1   $126.2   $123.2  
====================================================================================================

(1) Based on average daily balances.                                                                


                                   7

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CONSOLIDATED AVERAGE BALANCES AND INTEREST RATES - THREE YEARS                 

The following table shows the average balances of the principal components     
of assets, liabilities and shareholders' equity, together with their           
respective interest amounts and rates earned or paid on a taxable              
equivalent basis.                                                              
                                                               1999            
                                                   --------------------------- 
                                                   Balance   Interest    Rate  
------------------------------------------------------------------------------ 
                                                                               
Assets                                                                         
Interest bearing deposits with banks               $ 1,795   $   97.0    5.40% 
Federal funds sold and securities purchased                                    
 under resale agreements                             2,238      116.5    5.21  
Trading assets                                         919       50.8    5.52  
Securities                                           3,658      214.7    5.87  
Loans                                                                          
  Domestic                                                                     
    Commercial                                      10,500      825.3    7.86  
    Consumer                                                                   
         Residential mortgages                       9,388      656.9    7.00  
         Other consumer                              2,430      285.6   11.75  
------------------------------------------------------------------------------ 
      Total domestic                                22,318    1,767.8    7.92  
  International                                      1,066       75.4    7.07  
------------------------------------------------------------------------------ 
      Total loans                                   23,384    1,843.2    7.88  
------------------------------------------------------------------------------ 
Total earning assets                                31,994   $2,322.2    7.26% 
------------------------------------------------------------------------------ 
Allowance for credit losses                           (379)                    
Cash and due from banks                              1,046                     
Other assets                                         1,577                     
------------------------------------------------------------------------------ 
Total assets                                       $34,238                     
============================================================================== 
Liabilities and Shareholders' Equity                                           
Interest bearing demand deposits                   $ 2,236   $   20.3    0.91% 
Consumer savings deposits                            5,672      142.9    2.52  
Other consumer time deposits                         6,884      321.4    4.67  
Commercial, public savings and other time deposits   4,149      152.3    3.67  
Deposits in foreign offices, primarily banks         4,584      216.0    4.71  
------------------------------------------------------------------------------ 
Total interest bearing deposits                     23,525      852.9    3.63  
------------------------------------------------------------------------------ 
Federal funds purchased and securities sold                                    
 under repurchase agreements                           951       45.2    4.75  
Other short-term borrowings and trading liabilities  1,627       84.4    5.19  
Long-term debt                                       1,867      111.7    5.98  
------------------------------------------------------------------------------ 
Total interest bearing liabilities                  27,970   $1,094.2    3.91% 
------------------------------------------------------------------------------ 
Interest rate spread                                                     3.35% 
------------------------------------------------------------------------------ 
Noninterest bearing deposits                         3,112                     
Other liabilities                                      864                     
Total shareholders' equity                           2,292                     
------------------------------------------------------------------------------ 
Total liabilities and shareholders' equity         $34,238                     
============================================================================== 
Net yield on average earning assets                                      3.84% 
Net yield on average total assets                                        3.59  
============================================================================== 
Total weighted average rate earned on earning assets is interest and fee       
earnings divided by daily average amounts of total interest earning assets,    
including the daily average amount on nonperforming loans. Loan fees           
included were $36 million for 1999, $28 million for 1998, $20 million for 1997.


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              1998                                  1997              
------------------------------        ------------------------------  
Balance     Interest     Rate         Balance     Interest     Rate   
----------------------------------------------------------------------
            in millions                                               
                                                                      
$ 2,377     $  136.6     5.75%        $ 1,698     $   98.7     5.82%  

  2,299        128.0     5.57             977         51.8     5.30   
    851         51.0     5.99             980         58.9     6.01   
  3,930        232.6     5.92           3,567        219.2     6.14   

  8,569        738.3     8.62           7,457        666.9     8.94   

  9,531        684.7     7.18           8,829        652.8     7.39   
  2,652        319.8    12.06           3,083        369.8    12.00   
----------------------------------------------------------------------
 20,752      1,742.8     8.40          19,369      1,689.5     8.72   
    640         44.6     6.96             680         45.9     6.76   
----------------------------------------------------------------------
 21,392      1,787.4     8.36          20,049      1,735.4     8.66   
----------------------------------------------------------------------
 30,849     $2,335.6     7.57%         27,271     $2,164.0     7.94%  
----------------------------------------------------------------------
   (404)                                 (426)                        
  1,128                                 1,010                         
  1,274                                 1,171                         
----------------------------------------------------------------------
$32,847                               $29,026                         
======================================================================

$ 2,097     $   22.9     1.09%        $ 1,974     $   22.7     1.15%  
  5,527        148.3     2.68           5,369        156.9     2.92   
  6,452        352.2     5.46           5,971        317.4     5.32   
  3,132        133.0     4.25           2,105         86.9     4.13   
  4,074        211.0     5.18           1,846         95.2     5.15   
----------------------------------------------------------------------
 21,282        867.4     4.08          17,265        679.1     3.93   
----------------------------------------------------------------------

    917         48.1     5.24           1,977        108.3     5.48   
  2,717        156.1     5.74           1,588         88.4     5.57   
  1,469         96.1     6.54           1,755        111.8     6.37   
----------------------------------------------------------------------
 26,385     $1,167.7     4.45%         22,585     $  987.6     4.42%  
----------------------------------------------------------------------
                         3.11%                                 3.53%  
----------------------------------------------------------------------
  3,665                                 3,891                         
    683                                   478                         
  2,114                                 2,072                         
----------------------------------------------------------------------
$32,847                               $29,026                         
======================================================================
                         3.79%                                 4.31%  
                         3.56                                  4.05   
======================================================================


9   

Item 7. Management's Discussion and Analysis of Financial Condition and Results 
of Operations                                                                   

The Company reported pretax income of $772.0 million for 1999 compared with     
$765.2 million in 1998.  For the year 1999 net income was $463.7 million        
compared with $527.1 million in 1998.  Return on average common shareholder's   
equity was 20.24% in 1999 and 24.93% in 1998.  Business growth and expense      
discipline helped spur growth in income in 1999 as well as did certain one-     
time items.  Results for 1999 and 1998 included the settlement with the U.S.    
Internal Revenue Service on Brazilian tax credits disallowed in the 1980's.     
The settlement contributed $13.1 million of interest to pretax income in 1999   
and $32.7 million of interest to pretax income in 1998 and also reduced taxes   
by a net amount of $10.2 million in 1998.                                       

HSBC acquired Republic New York Corporation (Republic) and merged it with the   
Company on December 31, 1999.  The acquisition was accounted for as a purchase  
by the Company.  The fair value of the assets and liabilities of Republic are   
included in the financial statements of the Company as of December 31, 1999.    
The Company's 1999 results of operations were not affected by the Republic      
merger transaction.                                                             

Republic engaged in five principal lines of business: private banking;          
consumer financial services; lending; treasury; and markets.  Republic          
National Bank of New York (Republic Bank) had 83 branches in the greater New    
York metropolitan area, where it was the third-largest deposit taking           
institution, and 7 branches in Florida, as well as 36 branches, representative  
offices or wholly-owned subsidiaries in Latin America, the Caribbean, Europe    
and Asia.  Republic was a world leader in banknotes and bullion trading and     
provided the fifth-largest factoring service in the United States.  In          
addition, it had significant international private banking operations in New    
York, Miami, Los Angeles and in Asia.  At December 31, 1999 Republic had total  
assets of $46.9 billion, deposits of $29.9 billion and common shareholders'     
equity of $2.9 billion.  Republic's net income for 1999 was $418 million.  See  
page 30 for additional analysis of Republic.                                    

This report includes forward-looking statements that involve inherent risks     
and uncertainties.  Statements that are not historical facts, including         
statements about management's beliefs and expectations, are forward-looking     
statements.  A number of important factors could cause actual results to        
differ materially from those contained in any forward-looking statements.       
Such factors include, but are not limited to: sharp and/or rapid changes in     
interest rates; significant changes in the economic conditions which could      
materially change anticipated credit quality trends and the ability to          
generate loans; cost savings and revenue enhancements as well as the nature,    
costs and timing of integration of businesses relating to the acquisition;      
technology changes; significant changes in accounting, tax or regulatory        
requirements; and competition in the geographic and business areas in which     
the Company conducts its operations.                                            

A detailed review comparing 1999 operations with 1998 and 1997 follows.  It     
should be read in conjunction with the consolidated financial statements of     
the Company which begin on page 38.                                             

10  

E A R N I N G S   P E R F O R M A N C E   R E V I E W                           

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Net Interest Income                                                                             

Net interest income is the total interest income on earning assets less the                     
interest expense on deposits and borrowed funds.  In the discussion that                        
follows, interest income and rates are presented and analyzed on a taxable                      
equivalent basis, in order to permit comparisons of yields on tax-exempt and                    
taxable assets.                                                                                 

------------------------------------------------------------------------------------------------
                                    Increase(Decrease)      Increase(Decrease)                  
                                1999   Amount       %        1998   Amount        %        1997 
------------------------------------------------------------------------------------------------
                                                       in millions                              
                                                                                                
Interest income             $2,322.2   $(13.4)    (.6)   $2,335.6   $171.6      7.9    $2,164.0 
Interest expense             1,094.2    (73.5)   (6.3)    1,167.7    180.1     18.2       987.6 
------------------------------------------------------------------------------------------------
Net interest income -                                                                           
 taxable equivalent basis    1,228.0     60.1     5.1     1,167.9     (8.5)     (.7)    1,176.4 
Taxable equivalent                                                                              
 adjustment                      2.1      (.5)  (17.5)        2.6      (.4)   (15.1)        3.0 
------------------------------------------------------------------------------------------------
Net interest income         $1,225.9   $ 60.6     5.2    $1,165.3   $ (8.1)     (.7)   $1,173.4 
------------------------------------------------------------------------------------------------
Average earning assets      $ 31,994   $1,145     3.7    $ 30,849   $3,578     13.1    $ 27,271 
Average nonearning assets      2,244      246    12.3       1,998      243     13.8       1,755 
------------------------------------------------------------------------------------------------
Average total assets        $ 34,238   $1,391     4.2    $ 32,847   $3,821     13.2    $ 29,026 
------------------------------------------------------------------------------------------------
Net yield on:                                                                                   
 Average earning assets         3.84%     .05%    1.3        3.79%    (.52)%  (12.1)       4.31%
 Average total assets           3.59      .03      .8        3.56     (.49)   (12.1)       4.05 
================================================================================================


Net interest income was $1,228.0 million in 1999 compared with $1,167.9         
million in 1998.  The increase in net yield in 1999 from 1998 was primarily     
due to commercial loan growth and deposit repricing, partially offset by lower  
loan rates.                                                                     

The following table presents net interest income components on a taxable        
equivalent basis, using marginal tax rates of 35%, and quantifies the changes   
in the components according to "volume and rate".                               

11  

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Net Interest Income Components Including Volume/Rate Analysis                                                

-------------------------------------------------------------------------------------------------------------
                                                1999 Compared to 1998         1998 Compared to 1997          
                                                  Increase(Decrease)            Increase(Decrease)           
                                          1999    Volume       Rate       1998   Volume     Rate        1997 
-------------------------------------------------------------------------------------------------------------
                                                                     in millions                             
                                                                                                             
Interest income:                                                                                             
Interest bearing deposits with banks  $   97.0    $(31.8)   $  (7.8)   $ 136.6   $ 39.1   $ (1.2)   $   98.7 
Federal funds sold and securities                                                                            
 purchased under resale agreements       116.5      (3.3)      (8.2)     128.0     73.4      2.8        51.8 
Trading assets                            50.8       3.9       (4.1)      51.0     (7.7)     (.2)       58.9 
Securities                               214.7     (16.0)      (1.9)     232.6     21.6     (8.2)      219.2 
Loans:                                                                                                       
  Domestic:                                                                                                  
     Commercial                          825.3     155.9      (68.9)     738.3     96.5    (25.1)      666.9 
     Consumer                                                                                                
       Residential mortgages             656.9     (10.2)     (17.6)     684.7     50.8    (18.9)      652.8 
       Credit card receivables           186.9     (21.0)      (4.2)     212.1    (52.9)    10.8       254.2 
       Other consumer                     98.7      (6.8)      (2.2)     107.7     (6.8)    (1.1)      115.6 
  International                           75.4      30.1         .7       44.6     (2.7)     1.4        45.9 
-------------------------------------------------------------------------------------------------------------
Total interest income                  2,322.2     100.8     (114.2)   2,335.6    211.3    (39.7)    2,164.0 
-------------------------------------------------------------------------------------------------------------
Interest expense:                                                                                            
Interest bearing demand deposits          20.3       1.4       (4.0)      22.9      1.4     (1.2)       22.7 
Consumer savings and                                                                                         
 other time deposits                     464.3      23.3      (59.5)     500.5     26.7      (.5)      474.3 
Commercial and public savings                                                                                
 and other time deposits                 152.3      39.1      (19.8)     133.0     43.5      2.6        86.9 
Deposits in foreign offices              216.0      25.0      (20.0)     211.0    115.4       .4        95.2 
Short-term borrowings                    129.6     (54.8)     (19.8)     204.2      3.9      3.6       196.7 
Long-term debt                           111.7      24.3       (8.7)      96.1    (18.6)     2.9       111.8 
-------------------------------------------------------------------------------------------------------------
Total interest expense                 1,094.2      58.3     (131.8)   1,167.7    172.3      7.8       987.6 
-------------------------------------------------------------------------------------------------------------
Net interest income -                                                                                        
 taxable equivalent basis             $1,228.0    $ 42.5    $  17.6   $1,167.9   $ 39.0   $(47.5)   $1,176.4 
=============================================================================================================


The changes in interest income and interest expense due to both rate and        
volume have been allocated in proportion to the absolute amounts of the change  
in each.                                                                        

Average Balances and Interest Rates                                             

Average balances and interest rates earned or paid for the past three years     
are reported on pages 8 and 9.  Average earning assets increased to $31,994     
million in 1999 from $30,849 million in 1998 resulting in increased interest    
income even though rates earned declined to 7.26% in 1999 from 7.57% in 1998.   
The increase in net interest income is primarily attributable to commercial     
loan growth described in the following paragraph and deposit repricing          
partially offset by lower loan rates.                                           

Average commercial loans were $10,500 million in 1999, compared with $8,569     
million in 1998.  The growth in average commercial loans included the           
acquisition of commercial loans from the U.S. branches of The Hongkong and      
Shanghai Banking Corporation Limited (HongkongBank) in late 1998.  Yields on    
commercial loans were 7.86% in 1999 compared with 8.62% in 1998.  Average       
residential mortgages were $9,388 million in 1999 compared with $9,531 million  
in 1998.  The yield on residential mortgages was 7.00% in 1999 compared with    
7.18% in 1998.                                                                  

12  

Interest bearing deposits averaged $23,525 million during 1999 compared with    
$21,282 million in 1998.  A significant part of this increase was attributable  
to higher levels of deposits placed by institutional and public customers and   
other members of the HSBC Group.                                                

                                                        [Enlarge/Download Table]


Other Operating Income                                                                         

Other operating income was $464.0 million in 1999 compared with $460.1 million                 
in 1998 and $359.4 million in 1997.                                                            

-----------------------------------------------------------------------------------------------
                                      Increase(Decrease)           Increase(Decrease)          
                                  1999   Amount        %      1998   Amount        %      1997 
-----------------------------------------------------------------------------------------------
                                                         in millions                           
                                                                                               
Trust income                    $ 52.2   $  4.9     10.4    $ 47.3   $  4.3     10.0    $ 43.0 
Service charges                  128.6     13.2     11.5     115.4     11.4     11.0     104.0 
Mortgage servicing revenue        30.5    (12.6)   (29.4)     43.1     13.4     45.4      29.7 
Letter of credit fees             32.5      6.6     25.5      25.9      4.4     20.4      21.5 
Credit card fees                  44.5      3.0      7.4      41.5     (9.4)   (18.6)     50.9 
Other fee-based income            90.5     12.4     15.9      78.1     15.8     25.3      62.3 
Investment and insurance                                                                       
 product fees                     32.4      5.7     21.3      26.7      6.5     32.6      20.2 
Interest on Brazilian                                                                          
 tax settlement                   13.1    (19.6)   (59.8)     32.7     32.7        -         - 
Other income                      19.7    (12.2)   (38.4)     31.9     27.6    649.1       4.3 
-----------------------------------------------------------------------------------------------
Nontrading income                444.0      1.4       .3     442.6    106.7     31.8     335.9 
-----------------------------------------------------------------------------------------------
Trading asset revenue (loss)       3.9      5.6    320.8      (1.7)    (3.4)  (200.9)      1.7 
Foreign exchange revenue           6.0       .6     11.3       5.4      1.0     21.2       4.4 
-----------------------------------------------------------------------------------------------
Trading revenues                   9.9      6.2    170.6       3.7     (2.4)   (39.2)      6.1 
-----------------------------------------------------------------------------------------------
Securities transactions           10.1     (3.7)   (27.1)     13.8     (3.6)   (20.6)     17.4 
-----------------------------------------------------------------------------------------------
Total other operating income    $464.0   $  3.9       .8    $460.1   $100.7     28.0    $359.4 
===============================================================================================


Nontrading Income                                                           

Nontrading income was $444.0 million in 1999 compared with $442.6 million in    
1998.  The Company received interest of $13.1 million and $32.7 million in      
1999 and 1998, respectively, as a result of the settlement of previously        
disallowed income tax credits on Brazilian debt.  Other income in 1999          
included a gain on the sale of a student loan business of $15.0 million and in  
1998 included gains of $28.1 million on the sales of selected credit card       
portfolios.  Excluding these items, nontrading income was up from 1998 as a     
result of increases in deposit service charges, fees from the sale of           
investment and insurance products and commercial loan fees.  Partially          
offsetting these was a decrease in mortgage servicing revenue including lower   
gains on sales of residential mortgages compared with 1998.                     

13  

Trading Asset Revenues                                                      

Trading revenues include securities trading gains and losses, commissions       
earned from distributing municipal obligations, and foreign exchange revenue    
from transactions with corporate clients and correspondent banks.  It does not  
include interest income from these activities (included as a component of net   
interest income), which is usually substantial.  The following is an analysis   
of the average balance outstanding, interest income (on a taxable equivalent    
basis) and trading revenue related to trading assets.  This analysis excludes   
foreign exchange revenue which is separately disclosed in the table of other    
operating income.                                                               

                                                        [Enlarge/Download Table]


--------------------------------------------------------------------------------------------------------
                                                 Mortgage                                               
                                                and Other                                               
                                      U.S.   Asset-Backed        Other   Precious                       
                                Government     Securities   Securities     Metals   Derivatives   Total 
--------------------------------------------------------------------------------------------------------
                                                           in millions                                  
                                                                                                        
1999                                                                                                    
  Average balance                     $172          $ 729         $  8         $2         $   8   $ 919 
  Interest income                      8.7           41.7           .4          -             -    50.8 
  Trading asset revenue (loss)         2.9           (1.4)         1.6          -            .8     3.9 
1998                                                                                                    
  Average balance                        9            834            6          -             2     851 
  Interest income                       .5           50.0           .5          -             -    51.0 
  Trading asset revenue (loss)          .7           (2.6)         1.5          -          (1.3)   (1.7)
1997                                                                                                    
  Average balance                        2            972            5          -             1     980 
  Interest income                       .2           58.3           .4          -             -    58.9 
  Trading asset revenue (loss)          .3             .4          1.3          -           (.3)    1.7 
========================================================================================================

The balance in precious metals relates to the Republic acquisition at year end                          
which included a precious metal inventory of $567 million.                                              


Securities Transactions                                                     

Securities transactions during 1999 resulted in net gains of $10.1 million      
compared with net gains of $13.8 million in 1998.  These gains resulted from    
the sale of investments classified as available for sale, primarily highly      
leveraged partnership interests.                                                

                                                        [Enlarge/Download Table]


Other Operating Expenses                                                                       
-----------------------------------------------------------------------------------------------
                                        Increase(Decrease)         Increase(Decrease)          
                                    1999   Amount       %     1998   Amount        %      1997 
-----------------------------------------------------------------------------------------------
                                                         in millions                           
                                                                                               
Salaries and employee benefits    $421.3    $11.0     2.7   $410.3   $ 12.3      3.1    $398.0 
Net occupancy                       89.0      (.4)    (.5)    89.4     (1.6)    (1.7)     91.0 
Equipment                           53.7      2.3     4.4     51.4      6.3     13.9      45.1 
Amortization of intangibles         33.3     (4.4)  (11.7)    37.7      3.3      9.7      34.4 
FDIC assessment                      4.6       .1     2.5      4.5       .3      6.6       4.2 
Marketing                           24.4      3.0    13.7     21.4     (5.6)   (20.6)     27.0 
Outside services                    39.5      (.8)   (2.0)    40.3      1.4      3.7      38.9 
Professional fees                   22.1      2.4    12.5     19.7     (3.1)   (13.9)     22.8 
Other real estate and                                                                          
 owned asset expense               (13.9)     3.2    19.1    (17.1)   (19.6)  (775.3)      2.5 
Other                              153.9     31.3    25.5    122.6      5.1      4.3     117.5 
-----------------------------------------------------------------------------------------------
Total other operating expenses    $827.9    $47.7     6.1   $780.2   $ (1.2)     (.2)   $781.4 
-----------------------------------------------------------------------------------------------
Personnel - average number         8,906      (32)    (.4)   8,938      (72)     (.8)    9,010 
===============================================================================================


14  

Other operating expenses were $827.9 million in 1999 compared with $780.2       
million in 1998.  The increase over 1998 was due in part to restructuring       
charges included in other operating expenses of $26.7 million recognized in     
1999 for the estimated cost of severing employees and vacating space of the     
Company stemming from the Republic acquisition.  See Note 1, Acquisitions, to   
the financial statements for further discussion.  Without this expense, the     
cost:income ratio for 1999 was 47.4% compared with 48.0% in 1998.  Personnel    
expense increased to $421.3 million in 1999 from $410.3 million in 1998         
principally due to normal merit increases.  Average staffing levels (full time  
equivalents) were 8,906 in 1999 compared with 8,938 in 1998.  Other real        
estate and owned asset expense in 1999 and 1998 benefited from gains on         
disposals of properties.                                                        

Year 2000 Readiness Disclosure                                                  

The Company recognized that with the approach of the new millennium the         
inability of systems around the world to recognize the date change from         
December 31, 1999 to January 1, 2000 could pose significant issues.  The        
Company assessed the impact of Year 2000.  The relevant systems were            
remediated and tested and as a result the Company did not experience            
significant disruptions from its systems not being Year 2000 compliant.         

The Company estimated the total cost of the project to be $59.3 million         
including $10 million relating to other than information technology (IT)        
projects.  Approximately $57 million had been incurred as of December 31, 1999  
for the total project, including $13.4 million in 1999.  These costs include    
capitalizable costs of $15.2 million for upgrading personal computers and       
replacing software, of which $5.7 million was incurred in 1999.  No material    
incremental costs were incurred in any single period as generally the costs     
represented the redeployment of existing IT resources.  Although the            
redeployment has resulted in deferral of some IT projects and the acceleration  
of others, the Company does not expect the deferrals to have a material effect  
on its financial position or results of operations.                             

Provision for Credit Losses                                                     

Provision for credit losses was $90.0 million in 1999 compared with $80.0       
million in 1998.  Net charge offs in the credit card portfolio were $74.9       
million and $90.1 million in 1999 and 1998, respectively.  The delinquency      
rate for the credit card portfolio was 3.41% at December 31, 1999 compared      
with 3.91% at December 31, 1998.  Commercial loan credit quality resulted in    
net charge offs of $8.7 million in 1999 compared with $5.0 million in 1998.     

An analysis of the allowance for credit losses and the provision for credit     
losses begins on page 26.                                                       

15  

Income Taxes                                                                    

The Company recognized income tax expense of $308.3 million and $238.1 million  
in 1999 and 1998, respectively.  The 1998 amount includes a credit of $10.2     
million relating to the income tax refund received from the U.S. Internal       
Revenue Service on the Brazilian tax credits, net of additional taxes due on    
the interest income received on the tax settlement.                             

Deferred tax assets and liabilities are recognized for the future tax           
consequences attributable to differences between the financial statement        
carrying amounts of existing assets and liabilities and their respective        
tax bases and operating loss carryforwards.  The Company has a valuation        
allowance for the portion of the Company's net deductible temporary             
differences which are not expected to be realized.  Income tax expense was      
reduced in 1998 through reductions in the valuation allowance of $45.0          
million.  At December 31, 1999, the Company had a net deferred tax asset of     
$120.7 million, as compared with a net deferred tax asset of $59.3 million at   
December 31, 1998.                                                              

Business Segments                                                               

The Company has four distinct business segments for purposes of management      
reporting: commercial banking, mortgage banking, personal banking and           
treasury.  A description of each segment and the methodologies used to measure  
financial performance are included in Note 25, Business Segments, to the        
financial statements.  The following summarizes the results for each segment.   

                                                        [Enlarge/Download Table]


--------------------------------------------------------------------------------------------------------
                                                          Average Liabilities/                          
                                Average Assets                     Equity               Pretax Income   
                       ---------------------------     --------------------------     ------------------
                          1999      1998      1997        1999      1998     1997     1999   1998   1997
--------------------------------------------------------------------------------------------------------
                                                                in millions                             
                                                                                                        
Segments:                                                                                               
 Commercial Banking    $11,797   $ 9,202   $ 7,683     $ 7,033   $ 5,873   $5,272     $273   $235   $259
 Mortgage Banking        8,438     8,489     7,792         326       327      296       69     87     55
 Personal Banking        4,014     4,346     4,691      15,038    14,731   14,037      256    254    178
 Treasury                4,921     5,279     3,677       6,312     6,720    3,683       17     13      8
 Other                   5,068     5,531     5,183       5,529     5,196    5,738      157    176    164
--------------------------------------------------------------------------------------------------------
Total                  $34,238   $32,847   $29,026     $34,238   $32,847  $29,026     $772   $765   $664
--------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]


The following summarizes the results for the commercial banking segment.                                
--------------------------------------------------------------------------------------------------------
                              Average Assets               Average Liabilities          Pretax Income   
                       --------------------------      -------------------------     -------------------
                          1999     1998      1997        1999      1998     1997      1999   1998   1997
--------------------------------------------------------------------------------------------------------
                                                                in millions                             
                                                                                                        
Loans                  $10,162   $7,662    $6,258      $    7    $    4   $    4      $ 99   $ 92   $116
Deposits                   559      649       567       5,464     4,817    3,960       105     88     83
Payment processing         441      471       499       1,208       928    1,193        38     33     40
Other                      635      420       359         354       124      115        31     22     20
--------------------------------------------------------------------------------------------------------
Total                  $11,797   $9,202    $7,683      $7,033    $5,873   $5,272      $273   $235   $259
--------------------------------------------------------------------------------------------------------


Commercial banking segment's pretax income increased in 1999 from 1998.  A      
major factor contributing to the increased financial results in commercial      
banking over 1998 was the acquisition of commercial loans from HongkongBank     
late in 1998, partially offset by expenses to service the portfolio and higher  
credit quality expenses.  Deposits' pretax income increased in 1999 from 1998   

16  

due to growth in outstanding balances partially offset by the general           
tightening of spreads resulting from declining interest rates.  Payment         
processing pretax income increased in 1999 from 1998.  Other pretax income,     
which includes trade services, standby credit facilities and corporate trust    
activities, increased as a result of the Company's efforts to grow fee-based    
businesses.                                                                     

                                                        [Enlarge/Download Table]


The following summarizes the results for the mortgage banking segment.                        
----------------------------------------------------------------------------------------------
                              Average Assets        Average Liabilities        Pretax Income  
                        ------------------------    --------------------    ------------------
                          1999     1998     1997    1999    1998    1997    1999   1998   1997
----------------------------------------------------------------------------------------------
                                                       in millions                            
                                                                                              
Mortgages held          $7,885   $7,994   $7,535    $  -    $  -    $  -     $48    $55    $36
Mortgages serviced *       553      495      257     326     327     296      21     32     19
----------------------------------------------------------------------------------------------
Total                   $8,438   $8,489   $7,792    $326    $327    $296     $69    $87    $55
----------------------------------------------------------------------------------------------
* Represents on-balance sheet assets.  The principal amount of off-balance sheet mortgage     
  loans held by others and  serviced on their behalf was $13.1 billion (before Republic       
  acquisition at year end), $12.1 billion and $11.8 billion at year ends 1999, 1998 and 1997, 
  respectively.                                                                               


The mortgage banking segment's pretax income decreased in 1999 because of       
lower gains on the sales of residential mortgages compared with 1998.  Smaller  
portfolio sales occurred as a result of competitive pricing pressures.  Lower   
provisions for credit losses in 1998 also contributed to the reduced pretax     
income.                                                                         

                                                        [Enlarge/Download Table]


The following summarizes the results for the personal banking segment.                                

------------------------------------------------------------------------------------------------------
                              Average Assets             Average Liabilities         Pretax Income    
                        ------------------------       ------------------------    -------------------
                          1999     1998     1997       1999      1998      1997    1999   1998   1997 
------------------------------------------------------------------------------------------------------
                                                         in millions                                  
                                                                                                      
Revolving credit        $1,287   $1,410   $1,738    $     4   $     3   $     4    $ 18   $ 40   $(18)
Installment loans        2,329    2,500    2,543          4         4         4      55     44     36 
Deposits                   115      152      151     14,777    14,507    13,826     178    168    164 
Other                      283      284      259        253       217       203       5      2     (4)
------------------------------------------------------------------------------------------------------
Total                   $4,014   $4,346   $4,691    $15,038   $14,731   $14,037    $256   $254   $178 
------------------------------------------------------------------------------------------------------


During 1999, pretax income for the personal banking segment remained at the     
same level as 1998.  Pretax income on revolving credit products included gains  
of $28.1 million from the sale of certain credit card portfolios in 1998.       
Pretax income on installment loans included a gain of $15.0 million on the      
sale of a student loan business in 1999.  Pretax income on personal deposits    
increased as a result of an increase in deposit balances, partially offset by   
higher operating costs.                                                         

During 1999, pretax income in the treasury segment increased primarily as a     
result of more favorable trading conditions compared with 1998.  The treasury   
segment results do not significantly impact the financial results of the        
Company.  See Note 25 for further discussion.                                   

Pretax income in the other segment declined as 1998 reflected significantly     
higher one time gains, primarily in a $32.7 million Brazilian tax settlement.   

Changes are currently being considered to management reporting due to the       
Republic acquisition that could alter the business segments the Company uses    
to manage operations in the year 2000.                                          

17  

B A L A N C E   S H E E T   R E V I E W                                         

Risk Management                                                                 

The Company's organizational structure includes a Risk Management Committee     
comprised of senior officers to oversee the risk management process.  This      
committee is charged with the review of the internal control framework which    
identifies, measures, monitors and controls the risks undertaken by the         
various business and support units and the Company as a whole.  It is           
responsible for the review of all risks associated with significant new         
products and activities and their primary internal controls prior to            
implementation.  The spectrum of risks includes, but is not limited to,         
liquidity, market, credit, operational, legal and reputational risk.  The       
Asset and Liability Policy Committee manages the details of liquidity and       
interest rate risk.  The management of credit risk is further discussed on      
page 22.                                                                        

Asset/Liability Management                                                      

The principal objectives of asset/liability management are to ensure adequate   
liquidity and to manage exposure to interest rate, currency and other market    
risks.  In managing these risks, the Company seeks to protect both its income   
stream and the value of its assets.                                             

Liquidity management requires maintaining funds to meet customers' borrowing    
and deposit withdrawal requirements as well as funding anticipated growth.      
Interest rate exposure management seeks to control both the near term and       
longer term effects of interest rate movements on net interest income and       
other correlated income.                                                        

The Company has a variety of available techniques for implementing asset/       
liability management decisions.  Overall balance sheet strategy is centralized  
under the Asset and Liability Policy Committee, comprised of senior officers.   
Authority and responsibility for implementation of the Committee's broad        
strategy is controlled under a framework of defined balance sheet position      
limits.                                                                         

The Company employs a combination of interest rate risk assessment techniques,  
principally dynamic simulation modeling, capital at risk analysis and gap       
analysis to assess the sensitivity of its earnings and capital positions to     
changes in interest rates.  In addition, increasing reliance will be placed on  
Value at Risk (VaR) analysis prospectively as a result of the significant       
increase in the volume and scope of trading activities resulting from the       
Republic acquisition.  These techniques take into consideration all on-balance  
sheet and off-balance sheet items.  In dynamic simulation modeling, the         
primary technique currently used, reactions to a range of possible future       
positive and negative interest rate movements are projected with consideration  
given to known activities and to the behavioral patterns of specific pools of   
assets and liabilities in the corresponding rate environments.  The             
optionality of some instruments such as mortgage backed securities and the      
mortgage loan portfolio is taken into consideration.  In VaR, the potential     
dollar loss is calculated if historical movements repeat themselves.  VaR is    

18  

calculated for movements during a given time period (for example, ten days)     
that have occurred over a given historical period (usually two years).  A       
confidence level (99% of the time) is statistically established.                

The Company maintains a strong liquidity position which was further enhanced    
by the Republic acquisition.  The size and stability of the deposit base are    
complemented by the maintenance of a surplus borrowing capacity in the money    
markets, including the ability to issue additional commercial paper and access  
unused lines of credit of $600 million at December 31, 1999.  Wholesale         
liabilities increased to $26,857 million at December 31, 1999 from $7,960       
million a year ago.  The Company also has strong liquidity as a result of a     
high level of assets available for immediate sale or pledge including           
securities available for sale, trading assets, mortgages and other assets.      

Diversification is also a principle employed in asset/liability management.     
As a result of the Republic acquisition, the Company is now an active           
participant in international banking markets.  Managing this activity requires  
diversification of the risks among many countries and counterparties            
throughout the world.  Liabilities, which are primarily interest bearing        
deposits and other purchased funds, are obtained from both domestic and         
international sources.  These sources of funds represent a wide range of        
depositors, mostly individuals, and product types.  The stability of the        
funding base is enhanced by the diversification of the funding sources.         

The Company is subject to interest rate risk associated with the repricing      
characteristics of its balance sheet assets and liabilities.  Specifically,     
as interest rates change, interest earning assets reprice at intervals that     
do not correspond to the maturities or repricing patterns of interest bearing   
liabilities.  This mismatch between assets and liabilities in repricing         
sensitivity results in shifts in net interest income as interest rates move.    

To help manage the risks associated with changes in interest rates, and to      
optimize net interest income within the ranges of interest rate risk that       
management considers acceptable, the Company uses off-balance sheet derivative  
instruments such as interest rate swaps, caps, options and forwards as hedges   
to modify the repricing characteristics of specific on-balance sheet assets or  
liabilities.  Certain changes in authoritative accounting literature required   
to be adopted in 2001 may alter the Company's use of these instruments in the   
management of balance sheet risk.  For additional information, see discussion   
in Note 20 to the financial statements.                                         

19  

Interest Rate Sensitivity                                                       

The following table shows the repricing structure of assets and liabilities as  
of December 31, 1999.  For assets and liabilities whose cash flows are subject  
to change due to movements in interest rates, such as the sensitivity of        
mortgage loans to prepayments, data is reported based on the earlier of         
expected repricing or maturity.  The resulting "gaps" are reviewed to assess    
the potential sensitivity to earnings with respect to the direction, magnitude  
and timing of changes in market interest rates.  Data shown is as of one day,   
and one day figures can be distorted by temporary swings in assets or           
liabilities.                                                                    

                                                        [Enlarge/Download Table]


--------------------------------------------------------------------------------------------------
                                                        Interest Bearing Funds                    
                                 Noninterest    ---------------------------------------           
                                     Bearing       0-90    91-180    181-365     Over 1           
December 31, 1999                      Funds       Days      Days       Days       Year      Total
--------------------------------------------------------------------------------------------------
                                                              in millions                         
                                                                                                  
Assets                              $ 10,465    $39,394    $4,671    $ 4,324    $31,386    $90,240
Liabilities and shareholders'                                                                     
 equity                               29,079     35,306     4,399      5,500     15,956     90,240
--------------------------------------------------------------------------------------------------
                                     (18,614)     4,088       272     (1,176)    15,430           
Effect of derivative contracts             -      3,311     1,783     (2,544)    (2,550)          
--------------------------------------------------------------------------------------------------
Gap position                        $(18,614)   $ 7,399    $2,055    $(3,720)   $12,880           
==================================================================================================


Liabilities and shareholders' equity at year-end 1999 include time deposits of  
$100,000 or more with maturity dates as follows: $3,703 million, 0-90 days;     
$519 million, 91-180 days; $418 million, 181-365 days, and $192 million over 1  
year.                                                                           

The Company does not use the static "gap" measurement of interest rate risk     
reflected in the table above as a primary management tool.  See pages 32        
through 34 for further description of earnings at risk measurements and         
dynamic simulation modeling employed by the Company to manage interest rate     
risk.                                                                           

                                                                [Download Table]


Commercial Loan Maturities and Sensitivity to Changes in Interest Rates         

---------------------------------------------------------------------------  One
                                               One      Over One       Over     
                                              Year       Through       Five     
December 31, 1999                          or Less    Five Years      Years     
---------------------------------------------------------------------------     
                                                     in millions                
                                                                                
Domestic:                                                                       
  Construction and mortgage loans          $   904        $2,626     $2,118     
  Other business and financial               7,082         4,201        253     
International                                3,963           623        312     
---------------------------------------------------------------------------     
Total                                      $11,949        $7,450     $2,683     
===========================================================================     
Loans with fixed interest rates            $ 2,859        $2,691     $2,146     
Loans having variable interest rates         9,090         4,759        537     
---------------------------------------------------------------------------     
Total                                      $11,949        $7,450     $2,683     
===========================================================================     

The table presents the contractual maturity and interest sensitivity of         
domestic commercial and international loans at year-end 1999.                   


20  

Securities Portfolios                                                           

Debt securities that the Company has the ability and intent to hold to          
maturity are reported at amortized cost.  Securities acquired principally for   
the purpose of selling them in the near term are classified as trading          
securities and reported at fair value, with unrealized gains and losses         
included in earnings.  All other securities are classified as available for     
sale and carried at fair value, with unrealized gains and losses included in    
other comprehensive income and reported as a separate component of              
shareholders' equity.                                                           

                                                        [Enlarge/Download Table]


The following table is an analysis of the carrying values of the securities             
portfolios at the end of each of the last three years.  The Company did not             
hold any securities in the held to maturity category prior to December 31,              
1999.                                                                                   

----------------------------------------------------------------------------------------
                                                                                 Held to
                                                  Available for Sale            Maturity
                                              ---------------------------       --------
December 31,                                     1999      1998      1997           1999
----------------------------------------------------------------------------------------
                                                       in millions                      
                                                                                        
U.S. Treasury                                 $ 1,522    $1,580    $2,433         $    -
U.S. Government agency obligations             16,396     1,913     1,099          4,122
Obligations of U.S. states and                                                          
 political subdivisions                             8         -         -            678
Other domestic debt securities                  4,484       569       295             12
Foreign debt securities                         3,092         -         -              -
Equity securities                                 472       176       172              -
----------------------------------------------------------------------------------------
Total                                         $25,974    $4,238    $3,999         $4,812
========================================================================================


Equity securities in the table above include Federal Reserve Bank and Federal   
Home Loan Bank stock totaling $238 million at December 31, 1999, $156 million   
at December 31, 1998 and $147 million at December 31, 1997.                     

The following table reflects the distribution of maturities of debt securities  
held at year-end 1999 together with the approximate taxable equivalent yield    
of the portfolio.  The yields shown are calculated by dividing annual interest  
income, including the accretion of discounts and the amortization of premiums,  
by the fair value of securities outstanding at December 31, 1999.  Yields on    
tax-exempt obligations have been computed on a taxable equivalent basis using   
applicable statutory tax rates.                                                 

21  

                                                        [Enlarge/Download Table]


Securities - Contractual Final Maturities and Yield                                                    

-------------------------------------------------------------------------------------------------------
                                Within           After One            After Five           After       
Taxable                          One             but Within           but Within            Ten        
equivalent                       Year            Five Years           Ten Years            Years       
basis                      Amount    Yield     Amount    Yield     Amount    Yield     Amount    Yield 
-------------------------------------------------------------------------------------------------------
                                                           in millions                                 
                                                                                                       
Available for sale:                                                                                    
  U.S. Treasury            $   50     4.96%    $1,311     5.57%    $  160     3.83%   $     1     6.73%
  U.S. Gov't agency         6,727     5.53        543     7.02        475     7.01      8,651     6.73 
  Other debt securities     1,033    10.13      1,668     6.79      1,551     7.47      3,332     6.83 
-------------------------------------------------------------------------------------------------------
Total fair value           $7,810     6.13%    $3,522     6.37%    $2,186     7.11%   $11,984     6.76%
-------------------------------------------------------------------------------------------------------
Total amortized cost       $7,812              $3,564              $2,193             $12,016          
=======================================================================================================

Held to maturity:                                                                                      
  U.S. Gov't agency        $    - *   9.69%    $   51     7.62%    $  455     6.90%   $ 3,616     7.44%
  Other debt securities         2    13.28         48    10.24         98     8.75        542     7.27 
-------------------------------------------------------------------------------------------------------
Total amortized cost       $    2    13.09%    $   99     8.91%    $  553     7.21%   $ 4,158     7.42%
=======================================================================================================

* Less than $500,000                                                                                   


The maturity distribution of U.S. Government agency obligations and other       
securities which include asset-backed securities, primarily mortgages, are      
based on the contractual due date of the final payment.  These securities have  
an anticipated cash flow that includes contractual principal payments and       
estimated prepayments generally resulting in shorter average lives than those   
based on contractual maturities.                                                

Credit Risk Management                                                          

The credit approval and policy function is centralized under the control of     
the Chief Credit Officer.  The structure is designed to emphasize credit        
decision accountability, optimize credit quality, facilitate control of credit  
policies and procedures and encourage consistency in the approach to, and       
management of, the credit process throughout the Company.                       

The Risk Management Committee is responsible for oversight of credit policy     
and the credit risk profile of the loan portfolio.  The Chief Credit Officer    
is responsible for the design and management of the credit function including   
monitoring and making changes, where appropriate, to written credit policies.   

In addition to active supervision and evaluation by lending officers, periodic  
reviews of the loan portfolio are made by internal auditors, independent        
auditors, the Board of Directors and regulatory agency examiners.  These        
reviews cover selected borrowers' current financial position, past and          
prospective earnings and cash flow, and realizable value of collateral and      
guarantees.  These reviews also serve as an early identification of problem     
credits.                                                                        

22  

Loans Outstanding                                                               

As a result of the Republic acquisition, loans increased approximately $14      
billion at December 31, 1999 comprised of $6 billion commercial loans, $4       
billion residential mortgages and $4 billion international loans.  In 1998 the  
Company acquired $1.7 billion of commercial loans from the U.S. corporate       
banking unit of the HongkongBank completing the consolidation of HSBC's         
commercial banking activities in the U.S.  Credit card portfolios of            
approximately $370 million were sold in 1998.  Acquisitions in 1997 included a  
commercial mortgage portfolio of approximately $400 million and a residential   
mortgage portfolio of $5.1 billion.                                             

International loans to banks and other financial institutions included $107     
million and $609 million at year ends 1999 and 1998, respectively, to the HSBC  
Group.  With respect to other business and financial commercial loans, no       
single industry group's aggregate borrowings from the Company exceeded 10% of   
the total loan portfolio at December 31, 1999.  The following table provides a  
breakdown of major loan categories as of year end for the past five years.      

                                                        [Enlarge/Download Table]


----------------------------------------------------------------------------------------------
                                             1999        1998       1997       1996       1995
----------------------------------------------------------------------------------------------
                                                                in millions                   
                                                                                              
Domestic:                                                                                     
  Commercial:                                                                                 
    Construction and mortgage loans        $ 5,648    $ 3,096    $ 2,235    $ 2,085    $ 1,427
    Other business and financial            11,536      7,803      5,811      5,094      5,208
  Consumer:                                                                                   
    Residential mortgages                   13,241      9,467     10,008      3,632      3,080
    Credit card receivables                  1,290      1,291      1,780      1,939      1,844
    Other consumer loans                     1,231      1,319      1,179      1,433      1,472
----------------------------------------------------------------------------------------------
                                            32,946     22,976     21,013     14,183     13,031
----------------------------------------------------------------------------------------------
International:                                                                                
  Government and official institutions         444        331        345        359        373
  Banks and other financial institutions       727        622         65         95        284
  Commercial and industrial                  3,792        120        199         55         84
----------------------------------------------------------------------------------------------
                                             4,963      1,073        609        509        741
----------------------------------------------------------------------------------------------
Total loans                                $37,909    $24,049    $21,622    $14,692    $13,772
==============================================================================================


Problem Loan Management                                                         

Borrowers who experience difficulties in meeting the contractual payment terms  
of their loans receive special attention.  Depending on circumstances,          
decisions may be made to cease accruing interest on such loans.                 

The Company complies with regulatory requirements which mandate that interest   
not be accrued on commercial loans with principal or interest past due for a    
period of ninety days unless the loan is both adequately secured and in         
process of collection.  In addition, commercial loans are designated as         
nonaccruing when, in the opinion of management, reasonable doubt exists with    
respect to collectibility of all interest and principal based on certain        
factors, including adequacy of collateral.                                      

Interest that has been recorded but unpaid on loans placed on nonaccruing       
status generally is reversed and reduces current income at the time loans are   
so categorized.  Interest income on these loans may be recognized to the        
extent of cash payments received.  In those instances where there is doubt as   

23  

to collectibility of principal, any cash interest payments received are         
applied as principal reductions.  Loans are not reclassified as accruing until  
interest and principal payments are brought current and future payments are     
reasonably assured.                                                             

                                                                [Download Table]


Risk Elements in the Loan Portfolio at Year End                                    

-----------------------------------------------------------------------------------
                                          1999     1998     1997     1996     1995 
-----------------------------------------------------------------------------------
                                                       in millions                 
                                                                                   
Nonaccruing loans:                                                                 
  Domestic:                                                                        
    Construction and other commercial                                              
     real estate                          $ 83    $ 104    $ 129    $ 176    $ 170 
    Other domestic loans                   255      233      181      181      298 
-----------------------------------------------------------------------------------
      Subtotal                             338      337      310      357      468 
  International                              6        -        1        -        - 
-----------------------------------------------------------------------------------
Total nonaccruing loans                    344      337      311      357      468 
Other real estate and owned assets          14        9       12       14      110 
-----------------------------------------------------------------------------------
Total nonaccruing loans, other real estate                                         
 and owned assets                         $358    $ 346    $ 323    $ 371    $ 578 
===================================================================================
Ratios:                                                                            
  Nonaccruing loans to total loans         .91%    1.40%    1.44%    2.43%    3.40%
  Nonaccruing loans, other real estate                                             
   and owned assets to total assets        .40     1.02     1.02     1.57     2.81 
-----------------------------------------------------------------------------------
Accruing loans contractually past due                                              
 90 days or more as to principal or                                                
 interest (all domestic):                                                          
  Residential real estate mortgages       $ 13    $   2    $   1    $  12    $  15 
  Credit card receivables                    1        5       33       35       22 
  Other consumer loans                       3       10       10       12       14 
  All other                                 23       13       13       16        9 
-----------------------------------------------------------------------------------
Total accruing loans contractually past                                            
 due 90 days or more                      $ 40    $  30    $  57    $  75    $  60 
===================================================================================


In certain situations where the borrower is experiencing temporary cash flow    
problems, and after careful examination by management, the interest rate and    
payment terms may be adjusted from the original contractual agreement.  When    
this occurs and the revised terms at the time of renegotiation are less than    
the Company would be willing to accept for a new loan with comparable risk,     
the loan is separately identified as restructured.                              

Nonaccruing loans at December 31, 1999 totaled $344 million compared with $337  
million a year ago.  Nonaccruing loans that have been restructured but remain   
in nonaccruing status amounted to $32 million, $21 million and $34 million at   
December 31, 1999, 1998 and 1997, respectively.  Cash payments received on      
loans on nonaccruing status during 1999, or since loans were placed on          
nonaccruing status, whichever was later, totaled $53 million, $29 million of    
which was recorded as interest income and $24 million as reduction of loan      
principal.                                                                      

Residential mortgages are generally designated as nonaccruing when delinquent   
for more than ninety days.  Loans to credit card customers that are past due    
more than ninety days are designated as nonaccruing if the customer has agreed  
to credit counseling.  Other consumer loans are generally not designated as     
nonaccruing and are charged off against the allowance for credit losses         
according to an established delinquency schedule.                               

24  

The Company identified impaired loans totaling $216 million at December 31,     
1999 of which $110 million had an allocation from the allowance of $64          
million.  At December 31, 1998, identified impaired loans were $183 million,    
of which $81 million had an allocation from the allowance of $32 million.       

Cross-Border Net Outstandings                                                   

The following table presents total cross-border net outstandings in accordance  
with Federal Financial Institutions Examination Council (FFIEC) guidelines.     
Cross-border net outstandings are amounts payable to the Company by residents   
of foreign countries regardless of the currency of claim and local country      
claims in excess of local country obligations.  Excluded from cross-border      
outstandings are, among other things, the following: local country claims       
funded by non-local country obligations (U.S. dollar or other non-local         
currencies), principally certificates of deposits issued by a foreign branch,   
where the providers of funds agree that, in the event of the occurrence of a    
sovereign default or the imposition of currency exchange restrictions in a      
given country, they will not be paid until such default is cured or currency    
restrictions lifted or, in certain circumstances, they may accept payment in    
local currency or assets denominated in local currency (hereinafter referred    
to as constraint certificates of deposits); and cross-border claims that are    
guaranteed by cash or other external liquid collateral.  At December 31, 1999,  
the Company's cross-border net outstandings excluded $545 million of Brazilian  
assets funded by constraint certificates of deposits.                           

Cross-border net outstandings include deposits in other banks, loans,           
acceptances, securities available for sale, trading securities, revaluation     
gains on foreign exchange and derivative contracts and accrued interest         
receivable.                                                                     

                                                                [Download Table]


Cross-Border Net Outstandings Which Exceed .75% of Total Assets at Year End  

-----------------------------------------------------------------------------
                    Banks and Other   Government and   Commercial            
                          Financial         Official          and            
                       Institutions     Institutions   Industrial(1)    Total
-----------------------------------------------------------------------------
                                                in millions                  
                                                                             
December 31, 1999:                                                           
  Germany                      $888              $15       $  114      $1,017
  Luxembourg (2)                 18                2        2,595       2,615
  United Kingdom                523                1          265         789
December 31, 1998:                                                           
  France                        345                -            -         345
  United Kingdom                 52                -          641         693
December 31, 1997:                                                           
  Canada                        198                -           55         253
  France                        267                -            -         267
  Japan                         268                -            -         268
  Netherlands                   232                -           27         259
  United Kingdom                 57                -          183         240
=============================================================================

(1) Includes excess of local country claims over local country obligations.  
(2) Included in commercial and industrial in 1999 is $2,493 million which    
    represents the Company's investment in HSBC Republic, formerly Safra     
    Republic Holdings S.A.                                                   


25  

Allowance for Credit Losses and Charge Offs                                     

At year-end 1999, the allowance was $660 million, or 1.74% of total loans,      
compared with $380 million, or 1.58% of total loans, a year ago.  The Republic  
acquisition added $289 million to the allowance at December 31, 1999.  The      
ratio of the allowance to nonaccruing loans was 192.01% at December 31, 1999    
compared with 112.74% a year earlier.                                           

                                                        [Enlarge/Download Table]


--------------------------------------------------------------------------------------------
                                           1999       1998       1997       1996       1995 
--------------------------------------------------------------------------------------------
                                                             in millions                    
                                                                                            
Total loans at year end                 $37,909    $24,049    $21,622    $14,692    $13,772 
Average total loans                      23,384     21,392     20,049     13,905     13,200 

Allowance for credit losses:                                                                
 Balance at beginning of year           $ 379.7    $ 409.4    $ 418.2    $ 477.5    $ 531.5 
 Allowance related to acquired                                                              
  businesses                              290.2          -       40.3        3.4         .4 
Charge offs:                                                                                
 Commercial:                                                                                
   Construction and mortgage loans            -          -          -          -       44.9 
   Other business and financial            27.0       27.9       28.3       69.8      174.8 
 Consumer:                                                                                  
   Residential mortgages                   12.1       10.2        7.7        2.6        2.0 
   Credit card receivables                 86.5      105.0      137.2       97.9       57.8 
   Other consumer loans                     9.5        9.5       13.5       11.2        6.3 
--------------------------------------------------------------------------------------------
Total charge offs                         135.1      152.6      186.7      181.5      285.8 
--------------------------------------------------------------------------------------------
Recoveries on loans charged off:                                                            
 Commercial:                                                                                
   Construction and mortgage loans            -          -          -        1.1       11.9 
   Other business and financial            18.3       22.9       31.3       38.3       29.8 
 Consumer:                                                                                  
   Residential mortgages                    1.0         .8        1.0         .5          - 
   Credit card receivables                 11.6       14.9       14.1       10.2        9.2 
   Other consumer loans                     3.9        4.3        3.8        4.0        5.2 
--------------------------------------------------------------------------------------------
Total recoveries                           34.8       42.9       50.2       54.1       56.1 
--------------------------------------------------------------------------------------------
Total net charge offs                     100.3      109.7      136.5      127.4      229.7 
--------------------------------------------------------------------------------------------
Provision charged to income                90.0       80.0       87.4       64.7      175.3 
--------------------------------------------------------------------------------------------
Balance at end of year                  $ 659.6    $ 379.7    $ 409.4    $ 418.2    $ 477.5 
--------------------------------------------------------------------------------------------
Allowance ratios:                                                                           
 Total net charge offs to                                                                   
  average loans                             .43%       .51%       .68%       .92%      1.74%
 Year-end allowance to:                                                                     
   Year-end total loans                    1.74       1.58       1.89       2.85       3.47 
   Year-end total nonaccruing loans      192.01     112.74     131.62     116.98     101.95 
============================================================================================


Charge offs of individual commercial loans and residential mortgages reflect    
management's judgment with respect to the ultimate collectibility of all or     
part of the specific loan.  Charge offs of consumer loans, excluding            
residential mortgages, occur according to an established delinquency schedule.  

The allowance for credit losses is evaluated based on an assessment of the      
losses inherent in the loan portfolio.  This assessment results in an           
allowance consisting of allocated and unallocated components.                   

The allocated component of the allowance includes specific reserves resulting   
from the analysis of individual loans and formula-based reserves assigned to    
pools of similar loans based on historical loss experience for each loan        
category.  The specific reserves are based on a regular analysis of all         

26  

significant commercial credits where the internal credit rating is at or below  
a predetermined classification.  All other commercial loans are grouped into    
pools by credit facility grade.  Formula reserves are established based on      
historical one year default rates for each pool using data from the last eight  
quarters, adjusted for known changes in the economic environment and            
management judgment.  The allocated portion of the allowance also includes      
management's determination of the amounts necessary for loan concentrations.    

Residential mortgage loans which are more than 90 days past due are             
individually analyzed and appropriate specific reserves are assigned.  Other    
residential mortgages are grouped into pools based on delinquency status and    
formula reserves are established to cover, at a minimum, twelve months of       
historical net charge offs using data from the past twelve months' pool loss    
rates.                                                                          

Other consumer loans, including credit card receivables, are grouped into       
pools based on product and delinquency status.  Formula reserves are            
established to cover, at a minimum, six months of historical charge offs using  
data from the past twelve months' pool loss rates.                              

The unallocated portion of the allowance is determined based on management's    
assessment of general economic conditions as well as specific economic factors  
in the individual markets in which the Company operates.  This determination    
inherently involves a higher degree of uncertainty and considers current risk   
factors that may not have yet manifested themselves in the Company's            
historical loss factors used to determine the allocated component of the        
allowance, and it recognizes that knowledge of the portfolio may be             
incomplete.                                                                     

An allocation of the allowance by major loan categories follows.                

                                                        [Enlarge/Download Table]


Allocation of Allowance for Credit Losses                                                                                

-------------------------------------------------------------------------------------------------------------------------
                                        1999               1998                1997              1996               1995 
                             ------------------------------------------------------------------------------------------- 
                                        % of               % of                % of              % of               % of 
                                       Loans              Loans               Loans             Loans              Loans 
                                          to                 to                  to                to                 to 
                                       Total              Total               Total             Total              Total 
                              Amount   Loans     Amount   Loans     Amount    Loans    Amount   Loans     Amount   Loans 
------------------------------------------------------------------------------------------------------------------------ 
                                                                       in millions                                       
                                                                                                                         
Domestic:                                                                                                                
 Commercial:                                                                                                             
   Construction and                                                                                                      
    mortgage loans              $ 45    14.9       $ 23    12.8       $ 31     10.4       $ 21    14.2      $ 13    10.4 
   Other business                173    30.4         62    32.4         53     26.9         75    34.7       149    37.8 
 Consumer:                                                                                                               
   Residential mortgages          43    34.9         12    39.4         30     46.3          7    24.7         6    22.3 
   Credit card receivables        40     3.4         45     5.4         60      8.2         55    13.2        40    13.4 
   Other consumer                 17     3.3         12     5.5         17      5.4          9     9.8         8    10.7 
International                    128    13.1         31     4.5         26      2.8         26     3.4        28     5.4 
Unallocated                      214       -        195       -        192        -        225       -       234       - 
------------------------------------------------------------------------------------------------------------------------ 
Total                           $660   100.0       $380   100.0       $409    100.0       $418   100.0      $478   100.0 
======================================================================================================================== 


Changes in the allocated reserves from 1998 are due principally to the          
Republic acquisition.                                                           

27  

The allocations in the table are based on management's current allocation       
methodologies.  The use of other methods to allocate the allowance would        
change the assigned allocation.  For instance, increasing the loss coverage of  
consumer loans from six months of historical charge offs to twelve months,      
would increase the allocated allowance by $38 million at year-end 1999.         

Management concludes that the allowance for credit losses, including the        
unallocated component, is appropriately stated at December 31, 1999.  The U.S.  
banking industry continues to carefully assess credit risk considering, among   
other things, (1) credit issues still remaining in U.S. consumer banking        
businesses, (2) the effect that increasing energy prices will have on bank      
customers, and (3) the likelihood of continued economic expansion and the       
effect on loan portfolios.                                                      

Capital Resources                                                               

Total common shareholders' equity at year-end 1999 was $9,541 million,          
compared with $2,228 million at year-end 1998.  The equity base increased by    
$7,088 million in capital contributed by HSBC in connection with the Republic   
acquisition and $8 million relating to the merger of an affiliated company.     
See Note 1 to the financial statements for a description of these               
transactions.  The equity base was further increased by $464 million from net   
income and reduced by $155 million for common shareholder dividends paid to     
HSBC and $95 million from the change in net unrealized losses on securities     
available for sale.  The other capital contribution from the parent of $3       
million relates to an HSBC stock option plan in which almost all of the         
Company's employees are eligible to participate.                                

The ratio of common shareholders' equity to total year-end assets was 10.58%    
at December 31, 1999 compared with 6.56% at December 31, 1998.  Although        
the acquisition of Republic was effective December 31, 1999, payment to         
Republic shareholders of $7,091 million was delayed, as agreed by the parties   
to the transaction in advance, until January 7, 2000 in order to avoid          
settlement crossing Year 2000.  Had the payment been made at December 31,       
1999, the ratio of common shareholders' equity to total year-end assets would   
have been 11.48%.                                                               

Capital Adequacy                                                                

The Federal Reserve Board (FRB) has Risk-Based Capital Guidelines for           
assessing the capital adequacy of U.S. banking organizations.  The guidelines   
place balance sheet assets into four categories of risk weights, primarily      
based on the relative credit risk of the counterparty.  Some off-balance sheet  
items such as letters of credit and loan commitments are taken into account by  
applying different categories of "credit conversion factors" to arrive at       
credit-equivalent amounts, which are then weighted in the same manner as        
balance sheet assets involving similar counterparties.  For off-balance sheet   
items relating to interest rate and foreign exchange rate contracts, the        
credit-equivalent amounts are arrived at by estimating both the current         
exposure, mark to market value, and the potential exposure over the remaining   
life of each contract.  The credit-equivalent amount is similarly assigned to   
the risk weight category appropriate to the counterparty.                       

28  

The guidelines include a measure for market risk inherent in the trading        
portfolio.  Under the market risk requirements, capital is allocated to         
support the amount of market risk that relates to the Company's trading         
activities including off-balance sheet derivative contracts associated with     
trading activities.                                                             

The guidelines include the concept of Tier 1 capital and total capital.  The    
guidelines establish a minimum standard risk-based target ratio of 8%, of       
which at least 4% must be in the form of Tier 1 capital.  Effective with the    
acquisition of Republic at year-end 1999, the Company includes an adjustment    
for its investment in HSBC Republic in the calculation of its total capital     
ratio in accordance with requirements of the FRB specifically applied to the    
Company.  The following table shows the components of the Company's risk-based  
capital.                                                                        

                                                                [Download Table]


------------------------------------------------------------------------------
December 31,                                              1999           1998 
------------------------------------------------------------------------------
                                                              in millions     
                                                                              
Common shareholder's equity                            $ 9,541         $2,228 
Preferred stock                                            375              - 
Guaranteed mandatorily redeemable                                             
 preferred securities of subsidiaries                      710            400 
Less: Goodwill                                          (3,307)          (335)
      Other additions (deductions)*                         51            (45)
------------------------------------------------------------------------------
Tier 1 capital                                           7,370          2,248 
------------------------------------------------------------------------------
Long-term debt qualifying as risk-                                            
 based capital                                           2,605            562 
Qualifying aggregate allowance for                                            
 credit losses                                             660            327 
45% of unrealized gain on available                                           
 for sale equity securities                                  1              3 
------------------------------------------------------------------------------
Tier 2 capital                                           3,266            892 
Less: Investment in HSBC Republic                       (2,493)             - 
------------------------------------------------------------------------------
Total capital                                          $ 8,143         $3,140 
------------------------------------------------------------------------------

* Other additions (deductions) include the unrealized net (gain) loss on      
  available for sale securities carried at fair value.                        


The capital adequacy guidelines establish a limit on the amount of certain      
deferred tax assets that may be included in (that is, not deducted from) Tier   
1 capital for risk-based and leverage capital purposes.  The deferred tax       
asset recognized by the Company meets the criteria for capital recognition and  
has been included in the calculation of the Company's capital ratios.           

The Company's total risk adjusted assets and off-balance sheet items were       
approximately $54.9 billion and $26.1 billion at year ends 1999 and 1998,       
respectively.  Risk adjusted capital ratios were 13.42% at the Tier 1 level     
and 15.53% at the total capital level.  These ratios compared with 8.62% at     
the Tier 1 level and 12.04% at the total capital level at December 31, 1998.    

Banking industry regulators also have guidelines that set forth the leverage    
ratios to be applied to banking organizations in conjunction with the           
risk-based capital framework.  Under these guidelines, strong bank holding      
companies must maintain a minimum leverage ratio of Tier 1 capital to           
quarterly average total assets of 3%.  At December 31, 1999, the Company had a  
23.41% leverage ratio compared with 6.76% at December 31, 1998 based on         
quarterly averages.  Based on period end assets, the ratio was 8.48% at         
December 31, 1999.                                                              

29  

From time to time, the bank regulators propose amendments to or issue           
interpretations of risk-based capital guidelines.  Such proposals or            
interpretations could, upon implementation, affect reported capital ratios and  
net risk adjusted assets.                                                       

Republic Acquisition                                                            

As mentioned, the Company acquired Republic on December 31, 1999.  Republic's   
businesses are briefly described on page 10.  The following schedule reports    
the historical separate condensed balance sheets of the Company and Republic    
and the resulting combined condensed balance sheet at December 31, 1999, after  
purchase accounting entries including fair value adjustments.                   

                                                        [Enlarge/Download Table]


-------------------------------------------------------------------------------------------------  
                                              Historical                                           
                                        ---------------------                                      
                                        HSBC USA     Republic                                      
December 31, 1999                            Inc.     NY Corp.    Adjustments           Combined   
-------------------------------------------------------------------------------------------------  
                                                            in millions                            
                                                                                                   
Assets                                                                                             
Cash and due from banks                  $ 1,140      $   845         $    (7) (2)       $ 1,978   
Interest bearing deposits with banks       1,744        2,488               3  (1)(2)      4,235   
Federal funds sold and securities                                                                  
 purchased under resale agreements         2,658        1,660          (2,000) (3)         2,318   
Trading assets                             1,014        3,516              (3) (2)         4,527   
Securities                                 3,336       21,111           6,339  (1)        30,786   
Loans                                     23,472       14,471             (34) (2)        37,909   
Less - allowance for credit losses           371          289               -                660   
-------------------------------------------------------------------------------------------------  
    Loans, net                            23,101       14,182             (34)            37,249   
Goodwill and other acquisition                                                                     
 intangibles                                 325          236           2,746  (2)         3,307   
Equity investments                            29          884           1,628  (2)         2,541   
Other assets                               1,239        2,027              33  (2)         3,299   
-------------------------------------------------------------------------------------------------  
Total assets                             $34,586      $46,949         $ 8,705            $90,240   
=================================================================================================  

Liabilities                                                                                        
Deposits in domestic offices             $22,092      $13,331         $   (25) (2)       $35,398   
Deposits in foreign offices                5,218       16,576            (742) (2)        21,052   
Trading account liabilities                   57        2,390              (6) (2)         2,441   
Short-term borrowings                      2,207        5,065          (2,000) (3)         5,272   
Payable to shareholders of Republic            -            -           7,091  (2)         7,091   
Interest, taxes and other liabilities        822        1,955             283  (2)         3,060   
Long-term debt                             1,737        4,240             (92) (2)         5,885   
-------------------------------------------------------------------------------------------------  
Total liabilities                         32,133       43,557           4,509             80,199   
-------------------------------------------------------------------------------------------------  

Shareholders' equity                                                                               
Preferred stock                                -          500               -                500   
Common shareholders' equity                                                                        
 Common stock                                  -          524            (524) (2)             -   
 Capital surplus                           1,832           56           7,032  (1)(2)      8,920   
 Retained earnings                           672        2,657          (2,657) (2)           672   
 Accumulated other comprehensive loss        (51)        (345)            345  (2)           (51)  
-------------------------------------------------------------------------------------------------  
    Total common shareholders' equity      2,453        2,892           4,196              9,541   
-------------------------------------------------------------------------------------------------  
Total shareholders' equity                 2,453        3,392           4,196             10,041   
-------------------------------------------------------------------------------------------------  
Total liabilities and shareholders'                                                                
 equity                                  $34,586      $46,949         $ 8,705            $90,240   
===================================================================================================

(1) Contribution from HSBC.                                                                        
(2) Purchase of Republic less fair value adjustments including elimination of Republic's common    
    shareholders' equity.                                                                          
(3) Elimination of intercompany receivable/payable.                                                


30  

                                                                [Download Table]


The pro forma combined income statement for the year ended December 31, 1999       
reflects the combination of historical operating results of the Company and        
Republic and includes the amortization of necessary acquisition adjustments as     
if the combination had taken place at the beginning of 1999.                       
-----------------------------------------------------------------------------------
                                       Historical         Amortization             
                                   -------------------              of             
                                      HSBC    Republic     Acquisition    Pro Forma
Year Ended December 31, 1999       USA Inc.    NY Corp.    Adjustments     Combined
-----------------------------------------------------------------------------------
                                                     in millions                   
                                                                                   
Interest income                     $2,320      $2,793           $  30       $5,143
Interest expense                     1,094       1,749              46        2,889
-----------------------------------------------------------------------------------
Net interest income                  1,226       1,044             (16)       2,254
Provision for credit losses             90          12               -          102
-----------------------------------------------------------------------------------
Net interest income after                                                          
 provision for credit losses         1,136       1,032             (16)       2,152
Other operating income                 464         628             (84)       1,008
-----------------------------------------------------------------------------------
                                     1,600       1,660            (100)       3,160
Operating expenses                     828       1,086             131        2,045
-----------------------------------------------------------------------------------
Income before taxes                    772         574            (231)       1,115
Income tax expense (benefit)           308         156             (11)         453
-----------------------------------------------------------------------------------
Net income                          $  464      $  418           $(220)      $  662
===================================================================================


This pro forma information may not be indicative of the results that actually   
would have occurred if the purchase had been consummated on January 1, 1999 or  
which may be obtained in the future.  While the Company expects to achieve      
certain operating cost savings as a result of the combination, no adjustment    
has been included in the pro forma amounts for anticipated operating cost       
savings or revenue enhancements.  Operating results may also be impacted by     
the nature, costs and timing of the integration of businesses.  Certain         
foreign operations may be integrated into the respective foreign operations of  
other HSBC group entities.                                                      

The following table sets forth the projected effect of purchase accounting      
adjustments relating to the acquisition on the operating results of future      
periods.  The annual amortization of goodwill of $149 million (incremental      
$120 million) as well as the amortization of the premium associated with the    
equity investment in affiliate of $80 million, is not subject to deduction for  
Federal and state taxes.  The projected amortization and accretion is subject   
to change if such assets and liabilities are subsequently sold and variations   
between future prepayments assumed in the preparation of the table and those    
which may actually occur.                                                       

                                                                [Download Table]


-----------------------------------------------------------------------------------
                                          2000     2001     2002     2003     2004 
-----------------------------------------------------------------------------------
                                                        in millions                
                                                                                   
Amortization of premium/discount on:                                               
  Equity investment in affiliate         $ (80)   $ (80)   $ (80)   $ (80)   $ (80)
  Other fair value adjustments             (31)      16       42       42       42 
  Goodwill                                (120)    (120)    (120)    (120)    (120)
-----------------------------------------------------------------------------------
Charge to operations                     $(231)   $(184)   $(158)   $(158)   $(158)
===================================================================================


Further, both the Company and Republic recognized certain one-time items in     
their 1999 operating results.  Pre-tax results for the Company included         
settlement with the U.S. Internal Revenue Service on Brazilian tax credits of   
$13.1 million and a gain on the sale of a student loan business of $15.0        
million partially offset by an acquisition related restructuring charge of      

31  

$26.7 million.  Republic's 1999 pre-tax operating results included              
restructuring charges of $97.0 million (unrelated to the acquisition by the     
Company) partially offset by a gain of $69.8 million relating to a real estate  
investment.                                                                     

Item 7A. Quantitative and Qualitative Disclosures About Market Risk             

In consideration of the degree of interest rate risk inherent in the banking    
industry, the Company has interest rate risk management policies designed to    
meet performance objectives within defined risk/safety parameters.  In the      
course of managing interest rate risk, a combination of risk assessment         
techniques, including dynamic simulation modeling, gap analysis, and capital    
at risk analysis are employed.  The combination of these tools enables          
management to identify and assess the potential impact of interest rate         
movements and take appropriate action.                                          

Certain limits and benchmarks that serve as guidelines in determining the       
appropriate levels of interest rate risk for the institution have been          
established.  One such limit is expressed in terms of the Present Value of a    
Basis Point (PVBP), which reflects the change in value of the balance sheet     
for a one basis point movement in all interest rates.  The institutional PVBP   
limit is plus or minus $3.6 million, which includes distinct limits associated  
with trading portfolio activities and off-balance sheet instruments.  Thus,     
for a one basis point change in interest rates, the policy dictates that the    
value of the balance sheet shall not change by more than $3.6 million.  As of   
December 31, 1999, the Company had a position of $(3.5) million PVBP.           
Mortgage servicing rights are excluded from the PVBP determination as their     
interest rate risk is significantly different from other balance sheet items.   
The mortgage servicing rights risk is to lower interest rates, which is         
managed through the purchase of interest rate floors.                           

The Company also monitors changes in value of the balance sheet for large       
movements in interest rates with an overall limit of +/- 10%, after tax,        
change from the base case for a 200 basis point gradual rate movement.  As of   
December 31, 1999, for a gradual 200 basis point increase in rates, the value   
was projected to drop by 7% and for a 200 basis point gradual decrease in       
rates, value was projected to drop by 1% were no management actions ever taken  
to manage exposures to the changing environment.                                

In addition to the above mentioned limits, the Company's Asset and Liability    
Policy Committee monitors, on a monthly basis, the impact of a number of        
interest rate scenarios on net interest income.  These scenarios include both   
rate shock scenarios which assume immediate market rate movements of +/- 10%    
and 200 basis points, as well as rate change scenarios in which rates rise or   
fall by 200 basis points over a twelve month period.  The individual limit for  
such gradual 200 basis point movement is currently +/- 10%, pretax, of base     
case earnings over a twelve month period.  Simulations are also performed for   
other relevant interest rate scenarios including immediate rate movements and   
changes in the shape of the yield curve or in competitive pricing policies.     
Net interest income under the various scenarios is reviewed over a twelve       
month period, as well as over a three year period.  The simulations capture     
the effects of the timing of the repricing of all on-balance sheet assets and   
liabilities, as well as all off-balance sheet positions such as interest rate   

32  

swaps, futures and option contracts.  Additionally, the simulations             
incorporate any behavioral aspects such as prepayment sensitivity under         
various scenarios.                                                              

For purposes of simulation modeling, base case earnings reflect the existing    
balance sheet composition, with balances generally maintained at current        
levels by the anticipated reinvestment of expected runoff.  These balance       
sheet levels will however, factor in specific known or likely changes           
including material increases, decreases or anticipated shifts in balances due   
to management actions.  Current rates and spreads are then applied to produce   
base case earnings estimates on both a twelve month and three year time         
horizon.  Rate shocks are then modeled and compared to base earnings (earnings  
at risk), and include behavioral assumptions as dictated by specific scenarios  
relating to such factors as prepayment sensitivity and the tendency of          
balances to shift among various products in different rate environments.  It    
is assumed that no management actions are taken to manage exposures to the      
changing environment being simulated.                                           

Utilizing these modeling techniques, a gradual 200 basis point parallel rise    
and fall in the yield curve on January 1, 2000 would cause projected 2000 net   
interest income to decrease by $37 million and increase by $42 million,         
respectively.  This +/- 2% change is well within the Company's +/- 10% limit.   
An immediate 100 basis point parallel rise and fall in the yield curve on       
January 1, 2000, would cause projected 2000 net interest income to decrease by  
$43 million and increase by $43 million, respectively.  A 200 basis point       
parallel rise and fall would decrease projected net interest income by $80      
million and $52 million, respectively.                                          

The projections noted above do not take into consideration possible             
complicating factors such as the effect of changes in interest rates on the     
credit quality, size and composition of the balance sheet.  Therefore,          
although this provides a reasonable estimate of interest rate sensitivity,      
actual results will vary from these estimates, possibly by significant          
amounts.                                                                        

Management of Primary Market Risk Exposures                                     

The primary market risk to the Company's earnings associated with its           
investing, lending and borrowing activities historically lies in exposure to    
sudden and drastic shifts in interest rates.  Management of these risks is      
undertaken with the overall objective of meeting the Company's overall          
performance objectives within defined risk and safety parameters.  The          
strategies employed reflect the goal of minimizing exposure to sudden and       
drastic upward and downward movements in rates.  These strategies entail the    
use of both on- and off-balance sheet instruments to effectively mitigate the   
risk inherent in the balance sheet.                                             

In addition to interest rate risk, in conjunction with the Republic             
acquisition the Company has increased its exposure to certain other market      
risks including fluctuations in foreign currency exchange rates and changes in  
global commodity and precious metals prices.  Risk management policies and      
practices have been revised and expanded to accommodate changes in on- and      
off-balance sheet positions that the Company has assumed.                       

33  

Trading Activities                                                              

As a result of the Republic acquisition, the Company significantly increased    
its trading activities and exposure to the associated market risks.  The        
trading portfolios have distinct limits pertaining to items such as             
permissible investments, risk exposures, stop loss, balance sheet size and      
product concentrations.  "Stop loss" refers to the maximum amount of loss that  
may be incurred before sale of items causing the loss is required.              

The Company intends to increase reliance upon Value at Risk (VaR) analysis as   
a basis for quantifying and managing risks associated with the trading          
portfolio.  Such analysis is based upon the following two general principles:   

(i) VaR applies to all trading positions across all risk classes including      
interest rate, equity, optionality and global/foreign exchange risks            
associated with assets obtained in conjunction with the acquisition; and        

(ii) VaR is based on the concept of independent valuations, with all            
transactions being repriced by an independent risk management function using    
separate models prior to being stressed against VaR parameters.                 

VaR attempts to capture the potential loss resulting from unfavorable market    
developments within a given time horizon (typically ten days) and given a       
certain confidence level (99%).  It involves historical simulation of the       
changes in value of the portfolios based upon scenarios that reflect movements  
in various market variables covering each risk asset class dating back more     
than two years.  The correlation between different markets and risk factors is  
implicitly captured in historical scenarios.                                    

A VaR report broken down by trading business and on a consolidated basis is     
distributed daily to management.  To measure the accuracy of the VaR model      
output, the daily VaR will be compared to the actual result from trading        
activities.                                                                     

The VaR model incorporates estimates of the specific risk associated with       
certain securities traded by the Company.  This includes elements such as       
spread risk on sovereign or corporate debt attributable to instruments held in  
the trading portfolio acquired from Republic, which is modeled through          
historical simulation of the relevant portfolio to past changes on spreads of   
U.S. treasury securities.  Specific risk models are continually tested to       
alert risk management immediately to any shift in their relevance.              

As a result of the acquired global markets risk, a three, four and five         
standard deviation stress test with a one-day time horizon will be performed    
biweekly.  Each variable is to be stressed up and down, leaving the others      
unchanged.  A partial profit and loss resulting from the worst of two runs is   
generated for each variable.  The results are summed across all variables       
yielding the stress exposure.  The stressing process illustrates unusually      
large movements occurring simultaneously, without the benefit of combining the  
parameters.  The diversification of the Company's trading portfolios serves to  
reduce the impact, if any, of any such large market movements.                  

34  

Item 8. Financial Statements and Supplementary Data                             

                  Page

Report of Management                            36                              

Report of Independent Auditors                  37                              

HSBC USA Inc.:                                                                  
Consolidated Balance Sheet                    38                            
Consolidated Statement of Income              39                            
Consolidated Statement of Changes in                                        
Shareholders' Equity                         40                           
Consolidated Statement of Cash Flows          41                            

HSBC Bank USA:                                                                  
Consolidated Balance Sheet                    42                            

Summary of Significant Accounting Policies      43                              

Notes to Financial Statements                   47                              

35  

R E P O R T  O F  M A N A G E M E N T                                           

Management of HSBC USA Inc. is responsible for the integrity of the financial   
information presented in this annual report.  Management has prepared the       
financial statements in conformity with generally accepted accounting           
principles.  In preparing the financial statements, management makes judgments  
and estimates of the expected effect of unsettled transactions and events that  
are accounted for or disclosed.                                                 

The Company's systems of internal accounting control are designed to provide    
reasonable but not absolute assurance that assets are safeguarded against loss  
from unauthorized acquisition, use or disposition and that the financial        
records are reliable for preparing financial statements.  The selection and     
training of qualified personnel and the establishment and communication of      
accounting and administrative policies and procedures are elements of these     
control systems.  Management believes that the system of internal control,      
which is subject to close scrutiny by management and by internal auditors,      
supports the integrity and reliability of the financial statements.             

The Board of Directors or their committees meet regularly with management,      
internal auditors and the independent auditors to discuss internal control,     
internal auditing and financial reporting matters, and also the scope of the    
annual audit and interim reviews.  Both the internal auditors and the           
independent auditors have direct access to the Board of Directors.              

36  

R E P O R T  O F  I N D E P E N D E N T  A U D I T O R S                        

The Board of Directors and Shareholders of                                      
HSBC USA Inc.                                                                   

We have audited the accompanying consolidated balance sheets of HSBC USA Inc.   
and subsidiaries as of December 31, 1999 and 1998, and the related              
consolidated statements of income, changes in shareholders' equity, and cash    
flows for each of the years in the three year period ended December 31, 1999,   
and the accompanying consolidated balance sheets of HSBC Bank USA and           
subsidiaries as of December 31, 1999 and 1998.  These consolidated financial    
statements are the responsibility of the Company's management.  Our             
responsibility is to express an opinion on these consolidated financial         
statements based on our audits.                                                 

We conducted our audits in accordance with generally accepted auditing          
standards.  Those standards require that we plan and perform the audit to       
obtain reasonable assurance about whether the financial statements are free of  
material misstatement.  An audit includes examining, on a test basis, evidence  
supporting the amounts and disclosures in the financial statements.  An audit   
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation.  We believe that our audits provide a reasonable basis  
for our opinion.                                                                

In our opinion, the consolidated financial statements referred to above         
present fairly, in all material respects, the financial position of HSBC USA    
Inc. and subsidiaries as of December 31, 1999 and 1998, and the results of      
their operations and their cash flows for each of the years in the three year   
period ended December 31, 1999, and the financial position of HSBC Bank USA     
and subsidiaries as of December 31, 1999 and 1998, in conformity with           
generally accepted accounting principles.                                       

/s/ KPMG LLP                                                                    

Buffalo, New York                                                               
February 9, 2000, except                                                        
as to Note 27, which is                                                         
as of February 28, 2000                                                         

37  

                                                                [Download Table]


                                                                  HSBC USA Inc. 
--------------------------------------------------------------------------------
C O N S O L I D A T E D    B A L A N C E    S H E E T                           

December 31,                                               1999            1998 
--------------------------------------------------------------------------------
                                                               in thousands     
                                                                                
Assets                                                                          
Cash and due from banks                            $  1,977,756    $  1,262,423 
Interest bearing deposits with banks                  4,234,668       2,373,550 
Federal funds sold and securities                                               
 purchased under resale agreements                    2,318,361          86,919 
Trading assets                                        4,526,988         826,019 
Securities available for sale                        25,973,805       4,237,679 
Securities held to maturity                                                     
 (fair value $4,811,695 in 1999)                      4,811,695               - 
Loans                                                37,909,143      24,049,499 
Less - allowance for credit losses                      659,603         379,652 
--------------------------------------------------------------------------------
      Loans, net                                     37,249,540      23,669,847 
Premises and equipment                                  745,910         207,685 
Accrued interest receivable                             778,363         238,790 
Equity investments                                    2,540,927          25,261 
Goodwill and other acquisition intangibles            3,307,147         335,390 
Other assets                                          1,774,459         680,523 
--------------------------------------------------------------------------------
Total assets                                       $ 90,239,619    $ 33,944,086 
================================================================================
Liabilities                                                                     
Deposits in domestic offices                                                    
  Noninterest bearing                              $  6,003,813    $  3,552,303 
  Interest bearing                                   29,393,957      18,168,438 
Deposits in foreign offices                                                     
  Noninterest bearing                                   187,099               - 
  Interest bearing                                   20,865,022       4,545,069 
--------------------------------------------------------------------------------
      Total deposits                                 56,449,891      26,265,810 
Trading account liabilities                           2,440,729          76,766 
Short-term borrowings                                 5,271,597       2,886,009 
Interest, taxes and other liabilities                 3,059,993         739,557 
Payable to shareholders of acquired company           7,091,209               - 
Subordinated long-term debt and perpetual                                       
  capital notes                                       3,427,649         722,346 
Guaranteed mandatorily redeemable securities            710,259         400,000 
Other long-term debt                                  1,747,131         625,345 
--------------------------------------------------------------------------------
Total liabilities                                    80,198,458      31,715,833 
--------------------------------------------------------------------------------
Shareholders' equity                                                            
Preferred stock                                         500,000               - 
Common shareholder's equity                                                     
  Common stock, $5 par; Authorized -1,100 shares                                
                        Issued - 704 and 1,001 shares         4               5 
  Capital surplus                                     8,920,113       1,806,563 
  Retained earnings                                     671,578         377,179 
  Accumulated other comprehensive income (loss)         (50,534)         44,506 
--------------------------------------------------------------------------------
      Total common shareholder's equity               9,541,161       2,228,253 
--------------------------------------------------------------------------------
Total shareholders' equity                           10,041,161       2,228,253 
--------------------------------------------------------------------------------
Total liabilities and shareholders' equity         $ 90,239,619    $ 33,944,086 
================================================================================
The accompanying notes are an integral part of the consolidated financial       
statements.                                                                     


38    

                                                                [Download Table]


                                                            HSBC USA Inc. 1999  
--------------------------------------------------------------------------------
C O N S O L I D A T E D    S T A T E M E N T    O F    I N C O M E              

Year Ended December 31,                     1999           1998            1997 
--------------------------------------------------------------------------------
                                                     in thousands               
                                                                                
Interest income                                                                 
 Loans                               $ 1,841,396    $ 1,785,122     $ 1,732,705 
 Securities                              214,480        232,440         218,977 
 Trading assets                           50,627         50,843          58,796 
 Deposits with banks                      97,012        136,594          98,750 
 Federal funds sold and securities                                              
   purchased under resale agreements     116,524        127,982          51,786 
--------------------------------------------------------------------------------
Total interest income                  2,320,039      2,332,981       2,161,014 
--------------------------------------------------------------------------------
Interest expense                                                                
 Deposits                                                                       
  In domestic offices                    636,858        656,361         583,904 
  In foreign offices                     216,017        211,030          95,150 
 Short-term borrowings                   129,604        204,171         196,727 
 Long-term debt                          111,654         96,079         111,848 
--------------------------------------------------------------------------------
Total interest expense                 1,094,133      1,167,641         987,629 
--------------------------------------------------------------------------------
Net interest income                    1,225,906      1,165,340       1,173,385 
Provision for credit losses               90,000         80,000          87,400 
--------------------------------------------------------------------------------
Net interest income, after                                                      
  provision for credit losses          1,135,906      1,085,340       1,085,985 
--------------------------------------------------------------------------------
Other operating income                                                          
 Trust income                             52,212         47,290          42,995 
 Service charges                         128,598        115,382         103,975 
 Mortgage servicing revenue               30,455         43,153          29,671 
 Other fees and commissions              167,595        145,505         134,828 
 Trading revenues                         10,014          3,700           6,089 
 Interest on Brazilian tax                                                      
  settlement                              13,143         32,700               - 
 Other income                             61,952         72,367          41,867 
--------------------------------------------------------------------------------
Total other operating income             463,969        460,097         359,425 
--------------------------------------------------------------------------------
                                       1,599,875      1,545,437       1,445,410 
--------------------------------------------------------------------------------
Other operating expenses                                                        
 Salaries and employee benefits          421,334        410,323         397,966 
 Net occupancy expense                    88,950         89,423          90,989 
 Other expenses                          317,579        280,524         292,505 
--------------------------------------------------------------------------------
Total other operating expenses           827,863        780,270         781,460 
--------------------------------------------------------------------------------
Income  before taxes                     772,012        765,167         663,950 
Applicable income tax expense            308,300        238,100         193,000 
--------------------------------------------------------------------------------
Net income                           $   463,712    $   527,067     $   470,950 
================================================================================
The accompanying notes are an integral part of the consolidated financial       
statements.                                                                     


39  

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                                                                                       HSBC USA Inc. 1999
---------------------------------------------------------------------------------------------------------
C O N S O L I D A T E D    S T A T E M E N T    O F    C H A N G E S                                     
I N   S H A R E H O L D E R S'    E Q U I T Y                                                            

                                               1999                   1998                    1997       
---------------------------------------------------------------------------------------------------------
                                        Share-     Compre-       Share-    Compre-       Share-   Compre-
                                      holders'     hensive     holders'    hensive     holders'   hensive
                                        Equity      Income       Equity     Income      Equity     Income
---------------------------------------------------------------------------------------------------------
                                                                  in thousands                           
                                                                                                         
Preferred stock                                                                                          
Balance, January 1,                  $        - *            $        -              $   98,063          
Redemption of stock                           -                       -                 (98,063)         
Stock assumed in acquisition            500,000                       -                       -          
-----------------------------------   ---------               ---------               ---------          
Balance, December 31,                   500,000                       -                       -          
-----------------------------------   ---------               ---------               ---------          
Common stock                                                                                             
Balance, January 1,                           5                       5                       5          
Redemption of stock                          (1)                      -                       -          
-----------------------------------   ----------              ---------               ---------          
Balance, December 31,                         4                       5                       5          
-----------------------------------   ----------              ---------               ---------          
Capital surplus                                                                                          
Balance, January 1,                    1,806,563              1,804,527               1,803,427          
Capital contribution from                                                                                
 parent                                                                                                  
  Related to Republic acquisition      7,088,108                      -                       -          
  Related to other merger                 22,145                      -                       -          
  Other                                    3,297                  2,036                   1,100          
-----------------------------------   ----------              ---------              ----------          
Balance, December 31,                  8,920,113              1,806,563               1,804,527          
-----------------------------------   ----------              ---------              ----------          
Retained earnings                                                                                        
Balance, January 1,                      377,179                205,112                  60,630          
Net income                               463,712  $463,712      527,067   $527,067      470,950  $470,950
Accumulated deficit assumed in                                                                           
  other merger                           (14,313)                     -                       -          
Cash dividends declared:                                                                                 
  Preferred stock                              -                      -                  (1,468)         
  Common stock                          (155,000)              (355,000)               (325,000)         
-----------------------------------   ----------              ---------              ----------          
Balance, December 31,                    671,578                377,179                 205,112          
-----------------------------------   ----------              ---------              ----------          
Accumulated other comprehensive                                                                          
  income                                                                                                 
Net unrealized gains on securities                                                                       
  available for sale, net of taxes                                                                       
Balance, January 1,                       44,506                 29,309                  10,852          
Net unrealized gains (losses)                                                                            
  arising during the period less                                                                         
  taxes of ($48,012), $13,275 and                                                                        
  $16,289 in 1999, 1998 and 1997,                                                                        
  respectively                           (88,476)                24,203                  29,799          
Reclassification adjustment for                                                                          
  net gains included in net income,                                                                      
  less taxes of $3,534, $4,849 and                                                                       
  $6,107  in 1999, 1998 and 1997,                                                                        
  respectively                            (6,564)                (9,006)                (11,342)         
                                      ----------              ---------              ----------          
Change in net unrealized gains                                                                           
  (losses) on securities available                                                                       
  for sale, net of taxes                           (95,040)                 15,197                 18,457

                                      ----------              ---------                           -------
Comprehensive income                              $368,672                $542,264               $489,407
-----------------------------------   ----------   =======    ---------    =======   ----------   =======
Balance, December 31,                    (50,534)                44,506                  29,309          
-----------------------------------   ----------              ---------              ----------          
Total shareholders' equity,                                                                              
 December 31,                        $10,041,161             $2,228,253             $ 2,038,953          
===================================   ==========              =========              ==========          
The accompanying notes are an integral part of the consolidated financial statements.                    
* $100 aggregate par value.                                                                              


                                      40

                                                        [Enlarge/Download Table]


                                                                        HSBC USA Inc. 1999  
  ------------------------------------------------------------------------------------------
  C O N S O L I D A T E D   S T A T E M E N T   O F   C A S H   F L O W S                   

  Year Ended December 31,                                    1999         1998        1997  
  ------------------------------------------------------------------------------------------
                                                                    in thousands            
                                                                                            
  Cash flows from operating activities                                                      
    Net income                                        $   463,712  $   527,067 $   470,950  
    Adjustments to reconcile net income to net cash                                         
      provided (used) by operating activities                                               
        Depreciation, amortization and deferred taxes      68,063       85,752     109,988  
        Provision for credit losses                        90,000       80,000      87,400  
        Net change in other accrual accounts              118,406      (60,602)    124,273  
        Net change in loans originated for sale           698,978     (789,258)    (16,797) 
        Net change in trading assets and liabilities     (193,731)      10,663    (112,349) 
        Other, net                                        (95,990)    (109,811)    (45,028) 
  ------------------------------------------------------------------------------------------
   Net cash provided (used) by operating activities     1,149,438     (256,189)    618,437  
  ------------------------------------------------------------------------------------------
  Cash flows from investing activities                                                      
    Net change in interest bearing deposits with banks    653,135      269,460    (709,974) 
    Net change in short-term investments               (2,571,317)     411,073   1,371,872  
    Purchases of securities                            (2,437,512)  (2,423,032) (2,193,729) 
    Sales of securities                                 2,061,740    1,421,318   1,364,331  
    Maturities of securities                            1,160,406      803,463     579,710  
    Sales of credit card portfolios                             -      395,148           -  
    Other net change in credit card receivables           (25,200)      37,422    (101,372) 
    Net change in other short-term loans                  168,130     (212,732)    (51,067) 
    Net originations and maturities of long-term loans   (298,541)    (253,219)   (952,442) 
    Expenditures for premises and equipment               (30,898)     (21,255)    (40,400) 
    Net cash provided (used) in acquisitions, net                                           
     of cash acquired                                     829,257   (1,619,278)   (607,388) 
    Other, net                                            (53,579)     (35,359)     54,569  
  ------------------------------------------------------------------------------------------
   Net cash used by investing activities                 (544,379)  (1,226,991) (1,285,890) 
  ------------------------------------------------------------------------------------------
  Cash flows from financing activities                                                      
    Net change in deposits                                964,029    3,357,242     680,151  
    Net change in short-term borrowings                  (692,644)  (1,103,060)    575,686  
    Issuance of long-term debt                            400,407      500,000     200,000  
    Repayment of long-term debt                          (409,815)    (459,306)   (527,043) 
    Capital contributions                                   3,297        2,036       1,101  
    Redemption of preferred stock                               -            -     (98,063) 
    Dividends paid                                       (155,000)    (480,000)   (202,937) 
  ------------------------------------------------------------------------------------------
   Net cash provided by financing activities              110,274    1,816,912     628,895  
  ------------------------------------------------------------------------------------------
  Net change in cash and due from banks                   715,333      333,732     (38,558) 
  Cash and due from banks at beginning of year          1,262,423      928,691     967,249  
  ------------------------------------------------------------------------------------------
  Cash and due from banks at end of year              $ 1,977,756  $ 1,262,423 $   928,691  

==========================================================================================  
  Cash paid for:  Interest                            $ 1,115,201  $ 1,136,748 $   941,851  
                  Income taxes                            222,765      208,191     173,930  
  Non-cash activities :  Dividends declared but unpaid          -            -     125,000  
                         Fair value of assets                                               
                           acquired                    51,314,876    1,711,227   7,272,667  
                         Fair value of liabilities                                          
                           assumed                     44,207,048       91,949   6,665,279  
  ------------------------------------------------------------------------------------------
                                Net assets acquired     7,107,828    1,619,278     607,388  
  ------------------------------------------------------------------------------------------
  Note: Net assets were acquired in 1997 and 1998 for cash. Net assets acquired in 1999     
  relate principally to the Republic transaction. Republic shareholders were paid           
  $7,091,209 in cash in January 2000 which is reflected as a liability on the 1999 balance  
  sheet. Capital contributions from HSBC to fund the purchase of $7,088,108 were received   
  in 1999 in the form of treasury securities.                                               
  The accompanying notes are an integral part of the consolidated financial statements.     


                      41

                                                                [Download Table]


                                                             HSBC Bank USA 1999 
--------------------------------------------------------------------------------
C O N S O L I D A T E D    B A L A N C E    S H E E T                           

December 31,                                              1999             1998 
--------------------------------------------------------------------------------
                                                               in thousands     
                                                                                
Assets                                                                          
Cash and due from banks                            $ 1,927,492      $ 1,262,346 
Interest bearing deposits with banks                 3,997,445        2,301,100 
Federal funds sold and securities                                               
  purchased under resale agreements                  2,318,361           86,919 
Trading assets                                       4,204,059          826,019 
Securities available for sale                       18,309,649        4,213,348 
Securities held to maturity                                                     
  (fair value $4,535,288 in 1999)                    4,535,288                - 
Loans                                               36,623,321       24,009,332 
Less - allowance for credit losses                     622,000          377,667 
--------------------------------------------------------------------------------
      Loans, net                                    36,001,321       23,631,665 
Premises and equipment                                 727,649          207,597 
Accrued interest receivable                            764,783          237,527 
Equity investments                                   2,512,034                - 
Goodwill and other acquisition intangibles           2,761,339          335,389 
Other assets                                         1,559,959          674,035 
--------------------------------------------------------------------------------
Total assets                                       $79,619,379      $33,775,945 
================================================================================
Liabilities                                                                     
Deposits in domestic offices                                                    
  Noninterest bearing                              $ 5,742,781      $ 3,398,751 
  Interest bearing                                  29,152,730       18,168,438 
Deposits in foreign offices                                                     
  Noninterest bearing                                  187,099                - 
  Interest bearing                                  23,435,278        5,724,057 
--------------------------------------------------------------------------------
      Total deposits                                58,517,888       27,291,246 
--------------------------------------------------------------------------------
Trading account liabilities                          2,427,971           76,766 
Short-term borrowings                                4,136,364        1,976,747 
Interest, taxes and other liabilities                1,854,970          734,292 
Subordinated long-term debt and perpetual                                       
  capital notes                                      1,648,278          698,026 
Other long-term debt                                 1,642,063          625,212 
--------------------------------------------------------------------------------
Total liabilities                                   70,227,534       31,402,289 
--------------------------------------------------------------------------------
Shareholder's equity                                                            
Common shareholder's equity                                                     
  Common stock, $100 par;                                                       
         Authorized - 2,250,000 shares                                          
         Issued - 2,050,001 and 2,050,000 shares       205,000          205,000 
  Capital surplus                                    9,080,868        1,986,361 
  Retained earnings                                    158,870          141,699 
  Accumulated other comprehensive income (loss)        (52,893)          40,596 
--------------------------------------------------------------------------------
Total shareholder's equity                           9,391,845        2,373,656 
--------------------------------------------------------------------------------
Total liabilities and shareholder's equity         $79,619,379      $33,775,945 
================================================================================
The accompanying notes are an integral part of the consolidated financial       
statements.                                                                     


42  

S U M M A R Y  O F  S I G N I F I C A N T  A C C O U N T I N G                  
P O L I C I E S                                                                 

HSBC USA Inc. (the Company), formerly HSBC Americas, Inc., is a New York State  
based bank holding company.  All of the common stock of the Company is owned    
by HSBC North America Inc., an indirect wholly owned subsidiary of HSBC         
Holdings plc (HSBC).                                                            

The accounting and reporting policies of the Company and its subsidiaries,      
including its principal subsidiary, HSBC Bank USA (the Bank), formerly Marine   
Midland Bank, conform to generally accepted accounting principles and to        
predominant practice within the banking industry.  The preparation of           
financial statements in conformity with generally accepted accounting           
principles requires the use of estimates and assumptions relating principally   
to unsettled transactions and events as of the date of the financial            
statements.  Accordingly, upon settlement, actual results may differ from       
estimated amounts.  Prior years' financial statements have been reclassified    
to conform with the current financial statement presentation.                   

The following is a description of the significant policies and practices.       

Principles of Consolidation                                                     

The financial statements of the Company and the Bank are consolidated with      
those of their respective wholly owned subsidiaries.  All material              
intercompany transactions and balances have been eliminated.  Investments in    
companies in which the percentage of ownership is at least 20%, but not more    
than 50%, are accounted for under the equity method and reported as equity      
investments.                                                                    

Securities                                                                      

Debt securities that the Company has the ability and intent to hold to          
maturity are reported at cost, adjusted for amortization of premiums and        
accretion of discounts.  Securities acquired principally for the purpose of     
selling them in the near term are classified as trading assets and reported at  
fair value, with unrealized gains and losses included in earnings.  All other   
securities are classified as available for sale and carried at fair value,      
with unrealized gains and losses, net of related income taxes, included in      
other comprehensive income and reported as a separate component of              
shareholders' equity.                                                           

Realized gains and losses on sales of securities are computed on a specific     
identified cost basis and are reported within other income in the consolidated  
statement of income.  Adjustments of trading assets to fair value and gains     
and losses on the sale of such securities are recorded in trading revenues.     

Loans                                                                           

Loans are stated at their principal amount outstanding, net of unearned         
income, purchase premium, unamortized nonrefundable fees and related direct     
loan origination costs.  Loans held for sale are carried at the lower of        
aggregate cost or market value.  Interest income is recorded based on methods   
that result in level rates of return over the terms of the loans.               

43  

Commercial loans are categorized as nonaccruing when, in the opinion of         
management, reasonable doubt exists with respect to collectibility of interest  
or principal based on certain factors including period of time past due         
(principally ninety days) and adequacy of collateral.  At the time a loan is    
classified as nonaccruing, any accrued interest recorded on the loan is         
generally reversed and charged against income.  Interest income on these loans  
is recognized only to the extent of cash received.  In those instances where    
there is doubt as to collectibility of principal, any interest payments         
received are applied to principal.  Loans are not reclassified as accruing      
until interest and principal payments are brought current and future payments   
are reasonably assured.                                                         

Residential mortgages are generally designated as nonaccruing when delinquent   
for more than ninety days.  Loans to credit card customers that are past due    
more than ninety days are designated as nonaccruing if the customer has agreed  
to credit counseling.  Other consumer loans are generally not designated as     
nonaccruing and are charged off against the allowance for credit losses         
according to an established delinquency schedule.                               

A loan is considered impaired when, based on current information, it is         
probable that the Company will be unable to collect all amounts due according   
to the contractual terms of the loan agreement.  Impaired loans are valued at   
the present value of expected future cash flows, discounted at the loan's       
original effective interest rate or, as a practical expedient, at the loan's    
observable market price or the fair value of the collateral if the loan is      
collateral dependent.                                                           

Restructured loans are loans for which the original contractual terms have      
been modified to provide for terms that are less than the Company would be      
willing to accept for new loans with comparable risk because of a               
deterioration in the borrowers' financial condition.  Interest on these loans   
is accrued at the renegotiated rates.                                           

Loan Fees                                                                       

Nonrefundable fees and related direct costs associated with the origination or  
purchase of loans are deferred and netted against outstanding loan balances.    
The amortization of net deferred fees and costs are recognized in interest      
income, generally by the interest method, based on the estimated lives of the   
loans.  Nonrefundable fees related to lending activities other than direct      
loan origination are recognized as other income over the period the related     
service is provided.  This includes fees associated with the issuance of loan   
commitments where the likelihood of the commitment being exercised is           
considered remote.  In the event of the exercise of the commitment, the         
remaining unamortized fee is recognized in interest income over the loan term   
using the interest method.  Other credit-related fees, such as standby letter   
of credit fees, loan syndication and agency fees and annual credit card fees    
are recognized as other operating income over the period the related service    
is performed.                                                                   

44  

Allowance for Credit Losses                                                     

The allowance for credit losses is that amount believed adequate to absorb      
estimated credit losses in the loan portfolios based on management's            
evaluation of various factors including overall growth in the portfolios, an    
analysis of individual credits, adverse situations that could affect a          
borrower's ability to repay (including the timing of future payments), prior    
and current loss experience, and current economic conditions.  A provision for  
credit losses is charged to operations based on management's periodic           
evaluation of these and other pertinent factors.                                

Mortgage Servicing Rights                                                       

Mortgage servicing rights (MSRs) represent the right to service loans for       
others, whether acquired directly or in conjunction with the acquisition of     
mortgage loan assets.  As originated or purchased loans are sold or             
securitized, their total cost is allocated between MSRs and the loans, based    
on relative fair values.                                                        

MSRs are amortized over the expected life of the loans serviced, including      
expected prepayments, using a method that approximates the level yield method.  
The carrying value of the MSRs is periodically evaluated for impairment based   
on the difference between the carrying value of such rights and their current   
fair value.  For purposes of measuring impairment, which is recorded through    
the use of a valuation reserve, MSRs are stratified based upon interest rates   
and whether such rates are fixed or variable and other loan characteristics.    
The evaluation of future net servicing income is based on a discounted and      
disaggregated (individual portfolio) methodology.                               

Income Taxes                                                                    

Deferred tax assets and liabilities are recognized for the estimated future     
tax consequences attributable to differences between the financial statement    
carrying amounts of existing assets and liabilities and their respective tax    
bases, as well as the estimated future tax consequences attributable to net     
operating loss and tax credit carryforwards.  A valuation allowance is          
established if, based on available evidence, it is more likely than not that    
some portion or all of the deferred tax asset will not be realized.             

The Company and its subsidiaries file a consolidated federal income tax         
return.  Taxes of each subsidiary of the Company are generally determined on    
the basis of filing separate returns.                                           

Derivative Financial Instruments                                                

Derivatives used by the Company include futures, forwards, swaps, caps, floors  
and options in the interest rate, and foreign exchange markets and, as a        
result of the Republic acquisition, the precious metals markets. The Company    
uses these instruments for trading purposes and as part of its asset and        
liability management activities.                                                

Derivatives that are used for trading purposes or are linked to other trading   
instruments are carried on a mark to market basis with the resultant gains and  

45  

losses from trading and foreign exchange activities aggregated as trading       
revenue.  Unrealized gains and the balances of unamortized option premiums      
paid are included in trading account assets while unrealized losses and the     
unamortized balances of option premiums received are included in trading        
account liabilities.                                                            

Foreign exchange trading positions are revalued daily by pricing spot foreign   
exchange and forward contracts for foreign exchange at prevailing rates.        

In conjunction with the Republic acquisition, the Company is involved in        
various precious metals activities including arbitrage, purchases and sales of  
precious metals for forward delivery, options on precious metals and precious   
metals lending and borrowing.  Precious metals inventory, outstanding open      
positions in contracts for forward delivery, options contracts and precious     
metals loans and borrowings will be revalued monthly at prevailing market       
rates.  Precious metals interest arbitrage balances are recorded at cost, with  
the difference between the fixed forward contract price and cost to be          
accreted into trading revenue ratably over the life of the contracts.           

The Company uses a variety of derivative instruments to manage interest rate    
risk in conjunction with its asset and liability management process.  Risk is   
managed by achieving a mix of derivative instruments and balance sheet assets   
and liabilities deemed consistent with expectations of interest rate            
movements, balance sheet changes and risk management strategies.                

These instruments follow either the synthetic alteration or hedge model of      
accounting with cash flows recognized on an accrual basis as an adjustment to   
the interest income or interest expense associated with the balance sheet       
items being synthetically altered or hedged.  Under both the synthetic          
alteration and hedge accounting models, derivative instruments are linked to    
specific individual assets or liabilities or pools of similar assets or         
liabilities by the notional and interest rate characteristics of the            
associated instruments.                                                         

Under the hedge accounting model, it must be demonstrated that the hedged       
asset, liability or event being hedged exposes the enterprise to price or       
interest rate risk and that the related derivative reduces that risk.           
Accordingly there must be high correlation between changes in the market value  
of the derivative and the market value or cash flows associated with the        
hedged items so that it is probable that the results of the derivative will     
substantially offset the effects of price or interest rate movement on the      
hedged item.                                                                    

Derivatives that cease to qualify for synthetic alteration or hedge accounting  
are marked to market prospectively through current period earnings with any     
unrealized gains or losses at that time being deferred and amortized over the   
life of the original hedge.  When the altered or hedged position is             
liquidated, any deferred amounts are immediately recognized in earnings.        
Gains or losses realized on terminated derivatives that were used as hedges     
are deferred and amortized over the life of the hedged item.                    

46  

N O T E S  T O  F I N A N C I A L  S T A T E M E N T S                          

Note 1. Acquisitions                                                            

On December 31, 1999 HSBC acquired Republic New York Corporation (Republic).    
Also on December 31, 1999, following the acquisition, HSBC merged Republic      
with the Company.  The Bank and Republic National Bank of New York (Republic    
Bank), the principal operating subsidiaries of the Company and Republic,        
respectively, were also merged on December 31, 1999.  The purchase price of     
the transaction was approximately $7.1 billion and was paid to Republic's       
shareholders on January 7, 2000.  Republic had consolidated total assets of     
$46.9 billion, deposits of $29.9 billion and common shareholders' equity of     
$2.9 billion on December 31, 1999.                                              

The merger was accounted for as a purchase transaction.  Assets acquired and    
liabilities assumed have been recorded at their estimated fair values.  The     
estimated fair value of the assets and liabilities of Republic are included in  
the financial statements of the Company as of December 31, 1999.  The fair      
value of net identifiable assets acquired was estimated at $4.1 billion.  The   
purchase price allocation resulted in an excess of cost over acquired net       
identifiable assets (goodwill) of approximately $3.0 billion, which will be     
amortized on a straight-line basis over 20 years.  Liabilities assumed          
included employee termination costs of $133.9 million and other costs such as   
contract termination costs of $23.7 million associated with merging Republic's  
operations with those of the Company.                                           

The following pro forma financial information presents the combined results of  
the Company and Republic as if the acquisition had occurred as of the           
beginning of 1999 and 1998, after giving effect to certain adjustments,         
including accounting adjustments relating to fair value adjustments,            
amortization of goodwill and related income tax effect.  The pro forma          
financial information does not necessarily reflect the results of operations    
that would have occurred had the Company and Republic constituted a single      
entity during such periods.                                                     

                                                                [Download Table]


-------------------------------------------------------------------------------
                                                                  Pro forma    
Year Ended December 31,                                        1999        1998
-------------------------------------------------------------------------------
                                                                 (unaudited)   
                                                                 in millions   
                                                                               
Net interest income after provision for credit losses        $2,152      $2,095
Net income                                                      662         555
-------------------------------------------------------------------------------


In connection with the acquisition of Republic, restructuring costs relating    
to the planned severance of employees and exiting of businesses of the Company  
of $26.7 million were recognized in other operating expense in the fourth       
quarter of 1999.  Costs totalling $21.0 million were recognized relating to     
occupancy including cancellation of lease payments for specific lease premises  
that are to be vacated.  Employee termination costs of $5.7 million include     
severance payments, related benefits and out placement services for employees   
terminated in connection with the acquisition.  Additional integration costs    
will be expensed when incurred as systems and operations are combined.  The     
future cash flows relating to these costs are not expected to have a            
significant effect on the Company's liquidity, capital resources or results of  
operations.                                                                     

47  

On December 31, 1999 HSBC Asset Management Americas, Inc. (HAMI), an indirect   
wholly owned subsidiary of HSBC, was merged with the Company.  HAMI's           
outstanding stock was contributed to the Company.  HAMI, an SEC registered      
investment advisor, had assets of $11.8 million and shareholder's equity of     
$7.8 million at December 31, 1999.                                              

The Company purchased the $1.7 billion commercial loan portfolio and assumed    
$91 million of deposit liabilities of the U.S. corporate banking unit of The    
Hongkong and Shanghai Banking Corporation Limited (HongkongBank) in 1998.       
Both the Company and HongkongBank are wholly owned subsidiaries of HSBC.  The   
assets and liabilities acquired were recorded at the HongkongBank's carrying    
values, which approximated fair value.                                          

The Company acquired CTUS Inc. (CTUS), a unitary thrift holding company in      
1997.  CTUS owned First Federal Savings and Loan Association of Rochester       
(First Federal), which had $7.0 billion in assets and deposits of $4.3          
billion.  The transaction was accounted for as a purchase.  The excess fair     
value of net assets acquired was $238 million and is being amortized against    
income over 15 years.  See Note 16 for a description preferred stock issued in  
connection with the acquisition.                                                

Note 2. Cash and Due from Banks                                                 

The Bank is required to maintain noninterest bearing balances at Federal        
Reserve Banks as part of its membership requirements in the Federal Reserve     
System.  These balances averaged $128.0 million in 1999 and $182.8 million in   
1998.                                                                           

                                                                [Download Table]


Note 3. Trading Assets                                                       

An analysis of trading assets and liabilities follows.                       
-----------------------------------------------------------------------------
December 31,                                             1999           1998 
-----------------------------------------------------------------------------
                                                            in thousands     
                                                                             
Trading assets:                                                              
  U.S. Government                                  $  464,482       $  5,996 
  Mortgage and other asset backed securities          818,376        813,234 
  Other securities                                    921,288          5,072 
  Unrealized gains on derivatives                   1,773,350          1,717 
  Precious metals                                     566,977              - 
  Less: allowance for credit losses                   (17,485)             - 
-----------------------------------------------------------------------------
                                                   $4,526,988       $826,019 
-----------------------------------------------------------------------------
Trading liabilities:                                                         
  Securities sold, not yet purchased               $  213,809       $ 75,054 
  Payables for precious metals                        407,540              - 
  Unrealized losses on derivatives                  1,819,380          1,713 
-----------------------------------------------------------------------------
                                                   $2,440,729       $ 76,767 
=============================================================================


48  

                                                                [Download Table]


The net gains (losses) resulting from trading activities are summarized by   
categories of financial instruments in the following table.                  
-----------------------------------------------------------------------------
Year Ended December 31,                         1999         1998       1997 
-----------------------------------------------------------------------------
                                                     in thousands            
                                                                             
U.S. Government                              $ 2,951      $   720     $  342 
Mortgage and other asset backed securities    (1,433)      (2,627)       451 
Other securities                               1,570        1,430      1,272 
Derivatives                                      786       (1,278)      (327)
-----------------------------------------------------------------------------
Trading asset revenues (loss)                  3,874       (1,755)     1,738 
Foreign exchange revenue                       6,140        5,455      4,351 
-----------------------------------------------------------------------------
Trading revenues                             $10,014      $ 3,700     $6,089 
-----------------------------------------------------------------------------


Note 4. Securities                                                              

At December 31, 1999, the Company held no securities of any single issuer       
(excluding the U.S. Treasury and federal agencies) with a book value that       
exceeded 10% of shareholders' equity.                                           

                                                        [Enlarge/Download Table]


The amortized cost and fair value of securities available for sale follows.                                   
--------------------------------------------------------------------------------------------------------------
                                                     1999                                       1998          
----------------------------------------------------------------------------------    ------------------------
                                                Gross         Gross                                           
                              Amortized    Unrealized    Unrealized           Fair     Amortized          Fair
December 31,                       Cost         Gains        Losses          Value          Cost         Value
--------------------------------------------------------------------------------------------------------------
                                                               in thousands                                   
                                                                                                              
U.S. Treasury               $ 1,554,263        $1,661       $33,928    $ 1,521,996    $1,539,471    $1,580,394
U.S. Government agency       16,441,129           614        46,147     16,395,596     1,894,421     1,913,205
Domestic debt securities      4,496,765         1,428         6,149      4,492,044       565,670       568,331
Foreign debt securities       3,091,909             -             -      3,091,909             -             -
Equity securities               468,630         3,630             -        472,260       169,733       175,749
--------------------------------------------------------------------------------------------------------------
                            $26,052,696        $7,333       $86,224    $25,973,805    $4,169,295    $4,237,679
--------------------------------------------------------------------------------------------------------------


At December 31, 1998, with regard to securities available for sale, the         
Company had gross unrealized gains of $40.9 million, $20.9 million and $12.1    
million and gross unrealized losses of $.0 million, $2.1 million and $3.4       
million related to U.S. Treasury, U.S. Government agency and other securities,  
respectively.                                                                   

The Company sold securities available for sale resulting in gross realized      
gains of $19.5 million, $15.9 million and $19.7 million, and gross realized     
losses of $6.9 million, $1.7 million and $.4 million in the years 1999, 1998    
and 1997, respectively.  Substantially all interest income on securities is     
taxable.                                                                        

                                                                [Download Table]


The amortized cost and fair value of securities held to maturity follows.  The
Company did not hold any securities in this category at December 31, 1998.    
The securities were part of the assets acquired with Republic at December 31, 
1999 thus cost and fair value are the same on that date.                      
------------------------------------------------------------------------------
December 31,                                                             1999 
------------------------------------------------------------------------------
                                                                 in thousands 
                                                                              
U.S. Government agency obligations                                 $4,121,229 
Obligations of state and political                                            
 subdivisions                                                         678,212 
Other debt securities                                                  12,254 
------------------------------------------------------------------------------
                                                                   $4,811,695 
==============================================================================


49  

The amortized cost and fair values of debt securities at December 31, 1999, by  
contractual maturity are shown in the following table.  Expected maturities     
differ from contractual maturities because borrowers have the right to prepay   
obligations without prepayment penalties in certain cases.                      

                                                                [Download Table]


The following table presents the distribution of maturities of debt securities
held at year end December 31, 1999.  The amounts exclude $469 million         
amortized cost ($472 million fair value) of equity securities that do not have
fixed maturities.                                                             
------------------------------------------------------------------------------
                                                    Amortized            Fair 
December 31, 1999                                        Cost           Value 
------------------------------------------------------------------------------
                                                          in thousands        
                                                                              
Within one year                                   $ 7,814,323     $ 7,811,821 
After one but within five years                     3,663,051       3,621,663 
After five but within ten years                     2,745,406       2,739,138 
After ten years                                    16,172,981      16,140,618 
------------------------------------------------------------------------------
                                                  $30,395,761     $30,313,240 
------------------------------------------------------------------------------


                                                                [Download Table]


Note 5. Loans                                                                 

A distribution of the loan portfolio follows.                                 
------------------------------------------------------------------------------
December 31,                                             1999            1998 
------------------------------------------------------------------------------
                                                           in thousands       
                                                                              
Domestic:                                                                     
  Commercial:                                                                 
    Construction and mortgage loans               $ 5,647,703     $ 3,095,826 
    Other business and financial                   11,536,144       7,802,733 
  Consumer:                                                                   
    Residential mortgages                          13,240,843       9,466,912 
    Credit card receivables                         1,290,339       1,291,071 
    Other consumer loans                            1,231,443       1,319,519 
International                                       4,962,671       1,073,438 
------------------------------------------------------------------------------
                                                  $37,909,143     $24,049,499 
------------------------------------------------------------------------------


Residential mortgages include $504.4 million and $1,082.2 million of mortgages  
held for sale at December 31, 1999 and 1998, respectively.  Other consumer      
loans include $380.3 million and $432.4 million of higher education loans also  
held for sale at December 31, 1999 and 1998, respectively.                      

International loans include certain bonds issued by the governments of Mexico   
and Venezuela as part of debt renegotiations (Brady bonds).  These bonds had    
an aggregate carrying value of $355.8 million (face value $368.3 million) and   
an aggregate fair value of $271.7 million at year end 1999, similar to year     
end 1998 fair value.  The Company's intent is to hold these instruments until   
maturity.  The bonds are fully secured as to principal by zero-coupon U.S.      
Treasury securities with face value equal to that of the underlying bonds.      

At December 31, 1999 and 1998, the Company's nonaccruing loans were             
$343.5 million and $336.8 million, respectively.  At December 31, 1999 and      
1998, the Company had commitments to lend additional funds of $7.6 million and  
$24.9 million, respectively, to borrowers whose loans are classified as         
nonaccruing.  A significant portion of these commitments include clauses that   
provide for cancellation in the event of a material adverse change in the       
financial position of the borrower.                                             

50  

                                                                [Download Table]


------------------------------------------------------------------------------
Year Ended December 31,                               1999      1998      1997
------------------------------------------------------------------------------
                                                           in thousands       
                                                                              
Interest revenue on nonaccruing loans which                                   
 would have been recorded had they been                                       
 current in accordance with their original terms   $22,879   $19,802   $23,922
Interest revenue recorded on nonaccruing loans      29,084    34,824    42,287
------------------------------------------------------------------------------


Other real estate and owned assets included in other assets amounted to $14.0   
million and $8.8 million at December 31, 1999 and 1998, respectively.           

The Company identified impaired loans totaling $215.6 million at December 31,   
1999, of which $110.2 million had an allocation from the allowance of $64.5     
million.  At December 31, 1998, the Company had identified impaired loans of    
$182.6 million of which $81.3 million had an allocation from the allowance of   
$32.2 million.  The average recorded investment in such impaired loans was      
$184.9 million, $169.9 million and $183.5 million in 1999, 1998 and 1997,       
respectively.                                                                   

The Company has loans outstanding to certain executive officers and directors.  
The loans were made on substantially the same terms, including interest rates   
and collateral, as those prevailing at the same time for comparable             
transactions with other persons and do not involve more than normal risk of     
collectibility.  The aggregate amount of such loans did not exceed 5% of        
shareholders' equity at December 31, 1999 and 1998.                             

                                                                [Download Table]


Note 6. Allowance for Credit Losses                                           

An analysis of the allowance for credit losses follows.                       
------------------------------------------------------------------------------
                                               1999         1998         1997 
------------------------------------------------------------------------------
                                                   in thousands               
                                                                              
Balance at beginning of year              $ 379,652    $ 409,409    $ 418,159 
Allowance related to acquired businesses    290,225            -       40,294 
Provision charged to income                  90,000       80,000       87,400 
Recoveries on loans charged off              34,825       42,908       50,261 
Loans charged off                          (135,099)    (152,665)    (186,705)
------------------------------------------------------------------------------
Balance at end of year                    $ 659,603    $ 379,652    $ 409,409 
------------------------------------------------------------------------------


Note 5 provides information on impaired loans and the related specific credit   
loss allowance.                                                                 

                                                                [Download Table]


Note 7. Equity Investments                                                    

The assets of Republic acquired as of December 31, 1999 included the          
approximate 49% ownership interest in HSBC Republic Holdings (Luxembourg) S.A.
(HSBC Republic), a Luxembourg holding company.  The investment of $2,493      
million, which equals the fair value of the Company's ownership interest, is  
included in equity investments.  HSBC, in a transaction separate from the     
acquisition of Republic, also acquired the remaining 51% ownership interest in
HSBC Republic on December 31, 1999.  Summary financial information for HSBC   
Republic at December 31, 1999 follows:                                        

------------------------------------------------------------------------------
                                                                   in millions
                                                                              
Total assets                                                           $24,383
Total liabilities                                                       19,078
Preferred stock                                                            202
Common shareholders' equity                                              5,103
------------------------------------------------------------------------------


51  

Note 8. Mortgage Servicing Rights                                               

Mortgage loans serviced for others are not included in the accompanying         
consolidated balance sheets.  The unpaid principal balances of these loans      
were $19.31 billion and $12.06 billion at December 31, 1999 and 1998,           
respectively.  Custodial balances maintained in connection with the             
foregoing loan servicing, and included in noninterest bearing deposits in       
domestic offices were $282.3 million and $232.8 million at December 31, 1999    
and 1998, respectively.                                                         

                                                                [Download Table]


An analysis of MSRs, reported in other assets, follows.                       

------------------------------------------------------------------------------
                                              1999         1998          1997 
------------------------------------------------------------------------------
                                                   in thousands               
                                                                              
Balance at beginning of year              $133,804     $111,501      $ 33,897 
Additions                                  166,179       48,765       102,312 
Amortization                               (30,209)     (26,462)      (24,708)
------------------------------------------------------------------------------
Balance at end of year                    $269,774     $133,804      $111,501 
------------------------------------------------------------------------------

Additions to MSRs include $115.1 million and $83.2 million obtained in the      
acquisitions of Republic and First Federal in 1999 and 1997, respectively.  No  
valuation reserve has been established against MSRs.  The fair value of MSRs    
as of December 31, 1999 and 1998 was approximately $344.1 million and $198.5    
million, respectively.                                                          

Note 9. Goodwill and Other Acquisition Intangibles                              

See Note 1 to the financial statements where the acquisition of Republic is     
discussed including the preliminary allocation of the net asset value           
resulting in an increase in goodwill and other acquisition intangibles of $3.0  
billion.                                                                        

Goodwill and other acquisition intangibles are amortized over the estimated     
periods to be benefited, not exceeding 20 years.  Amortization totaled $33.3    
million, $37.7 million and $34.4 million during the years 1999, 1998, and       
1997, respectively.                                                             

                                                                [Download Table]


Note 10. Deposits                                                             

The aggregate amount of time deposit accounts (primarily certificates of      
deposits) each with a minimum of $100,000 included in domestic office deposits
were $4.83 billion and $2.99 billion at December 31, 1999 and 1998,           
respectively.  The scheduled maturities of all domestic time deposits at      
December 31, 1999 follows.                                                    
------------------------------------------------------------------------------
                                                                  in thousands
                                                                              
2000                                                               $12,655,330
2001                                                                   747,263
2002                                                                   107,349
2003                                                                    75,980
2004                                                                    27,297
Later years                                                             30,875
------------------------------------------------------------------------------
                                                                   $13,644,094
------------------------------------------------------------------------------


52  

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Note 11. Short-Term Borrowings                                                                         

The following table shows detail relating to short-term borrowings in 1999,                            
1998 and 1997.  Average interest rates during each year are computed by                                
dividing total interest expense by the average amount borrowed.                                        
-------------------------------------------------------------------------------------------------------
                                           1999                    1998                    1997        
                                   -------------------    --------------------    -------------------- 
                                               Average                 Average                 Average 
                                      Amount      Rate        Amount      Rate        Amount      Rate 
------------------------------------------------------------------------------------------------------ 
                                                                 in thousands                          
                                                                                                       
Federal funds purchased                                                                                
 (day to day):                                                                                         
     At December 31               $  368,089      5.08%   $  607,124      4.59%   $1,389,854      5.19%
     Average during year             502,595      4.87       617,542      5.20     1,266,663      5.50 
     Maximum month-end balance       840,849                 908,542               2,164,329           
Securities sold under                                                                                  
 repurchase agreements:                                                                                
     At December 31                1,046,984      6.23       206,048      4.41       617,628      4.34 
     Average during year             448,745      4.62       299,588      5.34       710,716      5.44 
     Maximum month-end balance     1,046,984                 832,312               2,680,576           
Commercial paper:                                                                                      
     At December 31                1,121,377      5.42       909,261      5.05       847,431      5.61 
     Average during year             838,739      5.18       826,650      5.49       721,995      5.53 
     Maximum month-end balance     1,121,377               1,002,479                 896,574           
Precious metals:                                                                                       
     At December 31                1,679,118      2.45             -         -             -         - 
     Average during year               4,600         -             -         -             -         - 
     Maximum month-end balance     1,679,118                       -                       -           
All other short-term borrowings:                                                                       
     At December 31                1,056,029      5.56     1,163,576      4.57     1,134,156      5.67 
     Average during year             718,736      5.29     1,726,174      5.86       633,446      5.52 
     Maximum month-end balance     1,225,000               2,826,177               1,406,915           
------------------------------------------------------------------------------------------------------ 


At December 31, 1999, the Company had unused lines of credit with HSBC          
aggregating $500 million and $100 million with unaffiliated banks.  These       
lines of credit do not require compensating balance arrangements and            
commitment fees are not significant.                                            

                                                                [Download Table]


Note 12. Income Taxes                                                              

Total income taxes were allocated as follows.                                      
-----------------------------------------------------------------------------------
Year Ended December 31,                                1999        1998        1997
-----------------------------------------------------------------------------------
                                                           in thousands            
                                                                                   
To income before income taxes                      $308,300    $238,100    $193,000
To shareholders' equity as tax charge (benefit)                                    
 relating to unrealized gains and losses on                                        
 securities available for sale                      (51,546)      8,426      10,182
-----------------------------------------------------------------------------------
                                                   $256,754    $246,526    $203,182
-----------------------------------------------------------------------------------


                                                                [Download Table]


The components of income tax expense follow.                                       
-----------------------------------------------------------------------------------
Year Ended December 31,                                1999        1998        1997
-----------------------------------------------------------------------------------
                                                           in thousands            
                                                                                   
Current:                                                                           
  Federal                                          $240,180    $209,729    $109,570
  State and local                                    59,017      56,487      67,117
-----------------------------------------------------------------------------------
Total current                                       299,197     266,216     176,687
Deferred, primarily federal                           9,103     (28,116)     16,313
-----------------------------------------------------------------------------------
Total income taxes                                 $308,300    $238,100    $193,000
-----------------------------------------------------------------------------------


53  

                                                                [Download Table]


The following table is an analysis of the difference between effective rates 
based on the total income tax provision attributable to pretax income and the
statutory U.S. Federal income tax rate.                                      
-----------------------------------------------------------------------------
Year Ended December 31,                      1999          1998         1997 
-----------------------------------------------------------------------------
                                                                             
Statutory rate                               35.0%         35.0%        35.0%
Increase (decrease) due to:                                                  
  State and local income taxes                4.7           4.8          6.5 
  Change in valuation allowance                                              
   for deferred tax assets                      -          (5.9)       (12.2)
  Tax exempt interest income                  (.2)          (.2)         (.3)
  Brazilian tax credit settlement               -          (3.1)           - 
  Other items                                  .4            .5           .1 
-----------------------------------------------------------------------------
Effective income tax rate                    39.9%         31.1%        29.1%
-----------------------------------------------------------------------------


                                                                [Download Table]


The components of the net deferred tax asset are summarized below.           
-----------------------------------------------------------------------------
December 31,                                               1999         1998 
-----------------------------------------------------------------------------
                                                             in thousands    
                                                                             
Deferred tax assets:                                                         
  Allowance for credit losses                          $219,557     $123,395 
  Deferred charge offs                                   11,305       11,305 
  Accrued expenses not currently deductible             145,799       55,559 
  Investment securities                                 201,315            - 
  Other                                                 105,826       82,699 
-----------------------------------------------------------------------------
                                                        683,802      272,958 
  Less valuation allowance                               28,329       28,329 
-----------------------------------------------------------------------------
    Total deferred tax assets                           655,473      244,629 
-----------------------------------------------------------------------------
Less deferred tax liabilities:                                               
  Lease financing income accrued                         35,800       30,881 
  Accrued pension cost                                   43,704       11,294 
  Accrued income on foreign bonds                        20,518       20,909 
  Deferred net operating loss recognition                90,018       90,018 
  Depreciation and amortization                          83,320      (16,346)
  Domestic tax on overseas income                       135,768            - 
  Securities available for sale                               -       23,934 
  Interest and discount income                           82,061            - 
  Other                                                  43,542       24,670 
-----------------------------------------------------------------------------
    Total deferred tax liabilities                      534,731      185,360 
-----------------------------------------------------------------------------
    Net deferred tax asset                             $120,742     $ 59,269 
-----------------------------------------------------------------------------


Realization of deferred tax assets is contingent upon the generation of future  
taxable income or the existence of sufficient taxable income within the         
carryback period.  A valuation allowance is provided when it is more likely     
than not that some portion of the deferred tax assets will not be realized.     
In assessing the need for a valuation allowance, management considers the       
scheduled reversal of the deferred tax liabilities, the level of historical     
taxable income, and projected future taxable income over the periods in which   
the temporary differences comprising the deferred tax assets will be            
deductible.  Based upon the level of historical taxable income and the          
scheduled reversal of the deferred tax liabilities over the periods which the   
deferred tax assets are deductible, management believes it is more likely than  
not the Company will realize the benefits of these deductible differences, net  
of the existing valuation allowance.                                            

54  

                                                        [Enlarge/Download Table]


Note 13.  Subordinated Long-Term Debt and Perpetual Capital Notes                                   

The following is a summary of subordinated long-term debt and perpetual                             
capital notes.  Interest rates shown are based on the face values of the                            
instruments.                                                                                        
----------------------------------------------------------------------------------------------------
                                                              Face Value             Book Value     
                                                              ----------     -----------------------
December 31,                                                        1999           1999         1998
----------------------------------------------------------------------------------------------------
                                                                           in thousands             
                                                                                                    
Floating rate subordinated capital notes due 1999             $        -     $        -     $100,000
9.50-9.75% Subordinated notes due 2000                           200,000        203,581            -
Floating rate subordinated notes due 2000 (6.25%)                200,000        200,000      200,000
7.875-8.875% Subordinated notes due 2001                         350,000        355,241            -
7.25-7.75% Subordinated notes due 2002                           400,000        399,866            -
Floating rate subordinated notes due 2002 (6.0844-6.1503%)       245,700        242,670            -
7% Subordinated notes due 2006                                   300,000        298,278      298,026
5.875% Subordinated notes due 2008                               250,000        219,252            -
6.625-9.70% Subordinated notes due 2009                          550,000        567,081            -
Floating rate subordinated notes due 2009 (6.375%)               124,320        124,320      124,320
7% Subordinated notes due 2011                                   100,000         93,451            -
9.50% Subordinated debentures due 2014                           150,000        167,921            -
9.125-9.30% Subordinated notes due 2021                          200,000        219,402            -
7.20% Subordinated debentures due 2097                           250,000        214,075            -
Perpetual Capital Notes (5.9375%)                                129,000        122,511            -
----------------------------------------------------------------------------------------------------
                                                              $3,449,020      $3,427,649    $722,346
----------------------------------------------------------------------------------------------------


The above table excludes $1,650 million of debt issued by the Bank or its       
subsidiaries payable to the Company.  Of this amount $100 million is due in     
2000 and the balance is due from 2006 through 2097.                             

Interest rates on floating rate notes are determined periodically by formulas   
based on certain money market rates or, in certain instances, by minimum        
interest rates as specified in the agreements governing the issues.  Interest   
rates on the floating rate notes in effect at December 31, 1999 are shown in    
parentheses.                                                                    

The Perpetual Capital Notes (PCNs) are a component of total qualifying capital  
under applicable risk-based capital rules.  The PCNs may be exchanged for       
securities that constitute permanent primary capital securities for regulatory  
purposes.  The principal amount of each PCN will be payable as follows: (1) at  
the option of the holder on the put date in each year commencing in 2012, (2)   
at the option of the Company on 90 days prior notice, the PCNs may be either    
(i) redeemed on the specified redemption date, in whole, for cash and at par,   
but only with the proceeds of a substantially concurrent sale of capital        
securities issued for the purpose of such redemption or (ii) exchanged, in      
whole, for capital securities having a market value equal to the principal      
amount of the PCNs, and, in each case, the payment of accrued interest in cash  
or (3) in the event that the sum of the Company's retained earnings and         
surplus accounts becomes less than zero, the PCNs will automatically be         
exchanged, in whole, for capital securities having a market value equal to the  
principal amount of the PCNs and the payment of accrued interest in cash.       

Contractual scheduled maturities for the subordinated debt over the next five   
years are as follows: 2000, $400 million; 2001, $350 million; 2002, $646        
million; and none in 2003 and 2004.                                             

55  

                                                                [Download Table]


Note 14. Guaranteed Mandatorily Redeemable Securities                          

The following table presents the guaranteed mandatorily redeemable securities  
outstanding.  Interest rates shown are based on the face values of the         
instruments.                                                                   
-------------------------------------------------------------------------------
                                          Face Value              Book Value   
                                          ----------      ---------------------
December 31,                                    1999          1999         1998
-------------------------------------------------------------------------------
                                                      in thousands             
                                                                               
7.808% Capital Securities due 2026          $200,000      $200,000     $200,000
8.38% Capital Securities due 2027            200,000       200,000      200,000
7.75% Capital Securities due 2026            150,000       135,239            -
7.53% Capital Securities due 2026            200,000       175,020            -
-------------------------------------------------------------------------------
                                            $750,000      $710,259     $400,000
-------------------------------------------------------------------------------


The guaranteed mandatorily redeemable securities (Capital Securities) are       
issued by trusts all of whose outstanding common securities are owned by the    
Company.  The Capital Securities represent preferred beneficial interests in    
the assets of the trusts and are guaranteed by the Company.  The sole assets    
of the trusts consist of junior subordinated debentures of the Company.  The    
Capital Securities qualify as Tier 1 capital under the risk-based capital       
guidelines of the Federal Reserve Board.                                        

The Capital Securities are redeemable at the option of the Company in the case  
of a tax event or regulatory capital event at the prepayment price equal to     
the greater of (i) 100% of the principal amount of the Capital Securities or    
(ii) the sum of the present values of the stated percentage of the principal    
amount of the Capital Securities plus the remaining scheduled payments of       
interest thereon from the prepayment date.  Tax event refers to notice that     
the interest payable on the Capital Securities would not be deductible.         
Regulatory capital event refers to notice that the Capital Securities would     
not qualify as Tier 1 capital.                                                  

In the absence of a tax or regulatory capital event, the Capital Securities     
are redeemable at the option of the Company.  The 7.808% Capital Securities     
are redeemable on December 15, 2006 at a premium of 3.904% in the first twelve  
months after December 15, 2006 and varying lesser amounts thereafter and        
without premium if redeemed after December 15, 2016.  The 8.38% Capital         
Securities are redeemable on May 15, 2007 at a premium of 4.19% in the first    
twelve months after May 15, 2007 and varying lesser amounts thereafter and      
without premium if redeemed after May 15, 2017.  The 7.75% Capital Securities   
are redeemable on November 15, 2006 at a premium of 3.66% in the first twelve   
months after November 15, 2006 and varying lesser amounts thereafter and        
without premium if redeemed after November 15, 2016.  The 7.53% Capital         
Securities are redeemable on December 4, 2006 at a premium of 3.765% in the     
first twelve months after December 4, 2006 and varying lesser amounts           
thereafter and without premium if redeemed after December 4, 2016.              

56  

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Note 15. Other Long-Term Debt                                                            

The following table reports other long-term debt.  Interest rates shown are              
based on the face values of the instruments.                                             
-----------------------------------------------------------------------------------------
                                                    Face Value              Book Value   
                                                    ----------      ---------------------
December 31,                                              1999          1999         1998
-----------------------------------------------------------------------------------------
                                                                in thousands             
                                                                                         
Issued or acquired by the Company or subsidiaries                                        
 other than the Bank:                                                                    
   8.375% Debentures due 2007                       $  100,000    $  104,963     $      -
   Other                                                   105           105          134
-----------------------------------------------------------------------------------------
                                                       100,105       105,068          134
-----------------------------------------------------------------------------------------
Issued or acquired by the Bank or its subsidiaries:                                      
   Fixed rate Federal Home Loan Bank of                                                  
    New York advances                                  482,779       482,779      590,877
   Collateralized mortgage obligations                   3,322         3,322        4,562
   Collateralized repurchase agreements                                                  
    (3.25-7.45%)                                     1,113,250     1,075,506            -
   Other                                                80,394        80,456       29,772
-----------------------------------------------------------------------------------------
                                                     1,679,745     1,642,063      625,211
-----------------------------------------------------------------------------------------
                                                    $1,779,850    $1,747,131     $625,345
-----------------------------------------------------------------------------------------


The fixed rate Federal Home Loan Bank of New York advances have interest rates  
ranging from 2.67% to 8.61%.  The mortgage bonds are collateralized by a        
pledge of FHLMC mortgage-backed securities.  All payments received on the       
pledged mortgage-backed securities, net of certain costs, must be applied to    
repay the bonds.  The stated maturity and stated rate for the three bonds are:  
January, 2000 at 7.33%; September, 2002 at 7.89%; and October, 2006 at 7.27%.   
It is expected that the actual life of the bonds will be less than their        
stated maturity.                                                                

Contractual scheduled maturities for the debt over the next five years are as   
follows: 2000, $429 million; 2001, $336 million; 2002, $387 million; 2003, $16  
million and $32 million in 2004.                                                

57  

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Note 16. Preferred Stock                                                                       

The following table presents information related to the issues of preferred                    
stock outstanding:                                                                             
---------------------------------------------------------------------------------------------- 
                                                                                   Amount      
                                                      Shares    Dividend         Outstanding   
                                                 Outstanding        Rate      ---------------- 
December 31,                                            1999        1999          1999    1998 
---------------------------------------------------------------------------------------------- 
                                                                                in thousands   
                                                                                               
$1.8125 Cumulative Preferred Stock                                                             
 ($25 stated value)                                3,000,000        7.25%     $ 75,000      $- 
6,000,000 Depositary shares each representing                                                  
 a one-fourth interest in a share of Adjustable                                                
 Rate Cumulative Preferred Stock, Series D                                                     
 ($100 stated value)                               1,500,000        4.92       150,000       - 
Dutch Auction Rate Transferable Securities (TM)                                                
 Preferred Stock (DARTS)                                                                       
   Series A ($100,000 stated value)                      625        5.00        62,500       - 
   Series B ($100,000 stated value)                      625       5.157        62,500       - 
$2.8575 Cumulative Preferred Stock                                                             
 ($50 stated value)                                3,000,000       5.715       150,000       - 
CTUS Inc. Preferred Stock                                100           -             -       - 
---------------------------------------------------------------------------------------------- 
                                                                              $500,000      $- 
===============================================================================================


The $1.8125 Cumulative Preferred Stock may be redeemed, at the option of the    
Company on or after July 1, 2000, at $25 per share plus dividends accrued and   
unpaid to the redemption date.                                                  

The dividend rate on the Adjustable Rate Cumulative Preferred Stock, Series D   
(Series D Stock) is determined quarterly, by reference to a formula based on    
certain benchmark market interest rates, but will not be less than 4-1/2% or    
more than 10-1/2% per annum for any applicable dividend period.  The Series D   
Stock is redeemable by the Company at $100 per share (or $25 per depositary     
share), plus accrued and unpaid dividends to the redemption date.               

DARTS of each series are redeemable at the option of the Company, at $100,000   
per share, plus accrued and unpaid dividends to the redemption date.  Dividend  
rates for each dividend period are set pursuant to an auction procedure.  The   
maximum applicable dividend rates on the shares of DARTS range from 110% to     
150% of the 60 day "AA" composite commercial paper rate.  DARTS are also        
redeemable, at the option of the Company, on any dividend payment date for      
such series, at a redemption price of $100,000 per share plus the payment of    
accrued and unpaid dividends, if the applicable rate for such series fixed      
with respect to the dividend period for such series ending on such dividend     
payment date equals or exceeds the 60 day "AA" composite commercial paper rate  
on the date of determination of such rate.                                      

The outstanding shares of $2.8575 Cumulative Preferred Stock (the Preferred     
Stock) have an aggregate stated value of $150 million.  The Preferred Stock     
may be redeemed at the option of the Company on or after October 1, 2007, at    
$50 per share, plus dividends accrued and unpaid to the redemption date.        

The 1997 CTUS Inc. acquisition agreement (see Note 1) provided that the         
Company issue preferred shares to CT Financial Services Inc. (the Seller).      
The preferred shares provide for, and only for, a contingent dividend or        
redemption equal to the amount of recovery, net of taxes and costs, if any,     

58  

by First Federal resulting from the pending action against the United States    
government alleging breaches by the government of contractual obligations to    
First Federal following passage of the Financial Institutions Reform, Recovery  
and Enforcement Act of 1989.  The Company issued 100 preferred shares at a par  
value of $1.00 per share in connection with the acquisition.                    

Note 17. Common Stock                                                           

All of the common stock of the Company is owned by HSBC North America Inc., an  
indirect wholly owned subsidiary of HSBC.  Common shares authorized are 1,100   
with a par value of $5.00.  Shares issued were 704 and 1,001 at December 31,    
1999 and 1998, respectively.                                                    

Note 18. Retained Earnings                                                      

Bank dividends are a major source of funds for payment by the Company of        
shareholder dividends and along with interest earned on investments, cover the  
Company's operating expenses which consist primarily of interest on             
outstanding debt.  The approval of the Federal Reserve Board is required if     
the total of all dividends declared by the Bank in any year exceed the net      
profits for that year, combined with the retained profits for the two           
preceding years.  Under a separate restriction, payment of dividends is         
prohibited in amounts greater than undivided profits then on hand, after        
deducting actual losses and bad debts.  Bad debts are debts due and unpaid for  
a period of six months unless well secured, as defined, and in the process of   
collection.                                                                     

Under these rules the Bank can pay dividends to the Company as of December 31,  
1999 of approximately $159 million, adjusted by the effect of its net income    
(loss) for 2000 up to the date of such dividend declaration.                    

Note 19. Comprehensive Income                                                   

Comprehensive income includes net income as well as certain items that are      
reported directly within a separate component of shareholders' equity.          
Comprehensive income, including its components, is reported in the              
consolidated statement of changes in shareholders' equity.                      

Note 20. Impact of Recently Issued Accounting Standards                         

In 1998, the FASB issued Statement of Financial Accounting Standards No. 133,   
Accounting for Derivative Instruments and Hedging Activities (FAS 133).  FAS    
133 establishes accounting and reporting standards for derivative instruments   
and for hedging activities.  It requires that all derivatives be recognized as  
either assets or liabilities in the balance sheet and that those instruments    
be measured at fair value.  The accounting for changes in the fair value of a   
derivative (that is, gains and losses) depends on the intended use of the       
derivative and the resulting designation as described.                          

59  

-  For a derivative designated as hedging the exposures to changes in the fair  
value of a recognized asset or liability or a firm commitment, the gain or      
loss is recognized in earnings in the period of change together with the        
offsetting loss or gain on the hedged item attributable to the risk being       
hedged.                                                                         

-  For a derivative designated as hedging the exposure to variable cash flows,  
the derivatives gain or loss associated with the effective portion of the       
hedge is initially reported as a component of other comprehensive income and    
subsequently reclassified into earnings when the forecasted transaction         
affects earnings.  The ineffective portion is reported in earnings              
immediately.                                                                    

-  For a derivative not designated as a hedging instrument, the gain or loss    
is recognized in earnings in the period of change in fair value.                

FAS 133, as amended, is effective beginning January 1, 2001.  The Company is    
in the process of evaluating the potential impact of FAS 133 including          
reconsidering the Company's risk management strategies.                         

Note 21. Regulatory Matters                                                     

The Company and the Bank are subject to various regulatory capital              
requirements administered by the federal banking agencies.  Failure to meet     
minimum capital requirements can initiate certain mandatory, and possibly       
additional discretionary actions by regulators that, if undertaken, could have  
a direct material effect on the financial statements.  Under capital adequacy   
guidelines and the regulatory framework for prompt corrective action, specific  
capital guidelines must be met that involve quantitative measures of assets,    
liabilities, and certain off-balance sheet items as calculated under            
regulatory accounting practices.  The capital amounts and classification are    
also subject to qualitative judgments by the regulators about components, risk  
weightings and other factors.                                                   

Quantitative measures established by regulation to ensure capital adequacy      
require the maintenance of minimum amounts and ratios of total and Tier 1       
capital (as defined in the regulations) to risk-weighted assets (as defined)    
of 8% and 4%, respectively.  Also required are ratios of Tier 1 capital (as     
defined) to average assets (as defined) of 4% at the Bank level and 3% at the   
Company level as long as the Company has a strong supervisory rating.           

As of December 31, 1999, the most recent notification from the Federal Reserve  
Board (FRB) categorized the Company and the Bank as well-capitalized under the  
regulatory framework for prompt corrective action.  To be categorized as well   
capitalized, a banking institution must have minimum total risk-based ratio of  
at least 10%, Tier 1 risk-based ratio of at least 6%, and Tier 1 leverage       
ratio of at least 5%.  There are no conditions or events since that             
notification that management believes have changed the categories.              

60  

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Effective with the acquisition of Republic at year end 1999, the Company       
includes an adjustment for its investment in HSBC Republic in the calculation  
of its total capital ratio in accordance with requirements of the FRB          
specifically applied to the Company.  The capital amounts and ratios are       
presented in the table.                                                        
-------------------------------------------------------------------------------
                                               1999                 1998       
                                              Actual               Actual      
December 31,                             Amount     Ratio     Amount     Ratio 
-------------------------------------------------------------------------------
                                                      in millions              
                                                                               
 Total capital                                                                 
  (to risk weighted assets)                                                    
    Company                              $8,143     15.53%    $3,140     12.04%
    Bank                                  6,361     13.00      2,941     11.33 
 Tier 1 capital                                                                
  (to risk weighted assets)                                                    
    Company                               7,370     13.42      2,248      8.62 
    Bank                                  6,683     13.00      1,998      7.70 
 Tier 1 capital                                                                
  (to average assets)                                                          
    Company                               7,370     23.41      2,248      6.76 
    Bank                                  6,683     21.08      1,998      6.04 
-------------------------------------------------------------------------------


Note 22. Transactions with Principal Shareholder and Related Parties            

The Company's common stock is owned by HSBC North America, Inc., an indirect    
wholly owned subsidiary of HSBC.  In the normal course of business, the         
Company conducts transactions with HSBC, including its 25% or more owned        
subsidiaries (HSBC Group).  These transactions occur at prevailing market       
rates and terms and include deposits taken and placed, short-term borrowings    
and interest rate contracts.                                                    

At December 31, 1999 and 1998 assets of $481.0 million and $631.2 million,      
respectively, and liabilities of $3,259.9 million and $3,066.8 million,         
respectively, related to such transactions with the HSBC Group were included    
in the Company's balance sheet.  Income and expense associated with such        
transactions was not material to the Company's financial results of operation.  

Interest rate forward and futures contracts and interest rate swap contracts    
entered into with the HSBC Group are used primarily as an asset and liability   
management tool to manage interest rate risk.  At December 31, 1999 and 1998,   
the notional amounts of these contracts with members of the HSBC Group were     
$10.45 billion and $9.85 billion, respectively.                                 

Legal restrictions on extensions of credit by the Bank to the HSBC Group        
require that such extensions be secured by eligible collateral.  At             
December 31, 1999 and 1998, outstanding extensions of credit secured by         
eligible collateral were $614.1 million and $852.3 million, respectively.       

See Note 1 for loans purchased and deposits assumed from HongkongBank during    
1998.                                                                           

61  

Note 23. Stock Option Plans                                                     

Options have been granted to employees of the Company under the HSBC Holdings   
Executive Share Option Scheme (the Executive Plan) and under the HSBC Savings   
Related Share Option Contribution Program (the Savings Plan).  Compensation     
expense associated with such options is recognized over the vesting period      
based on the estimated fair value of such options at grant date.                

Under the Executive Plan, options have been awarded to certain officers of the  
Company to acquire shares of HSBC.  The exercise price of each option is equal  
to the market price of the stock of HSBC on the date of grant.  The maximum     
term of the options is ten years and they vest at the end of three years.       
Additionally, the Company adopted the Savings Plan effective July 1, 1996       
whereby eligible employees can elect to participate in the Savings Plan         
through the Company's 401(k) plan and acquire contributions based on HSBC       
stock at 85% of market on date of grant.  An employee's agreement to            
participate is a five year commitment.  At the end of each five year period     
employees receive the appreciation of the HSBC stock over the initial exercise  
price in the form of stock of HSBC.                                             

Since the shares and contribution commitment have been granted directly by      
HSBC, the offset to compensation cost was a credit to capital surplus           
representing a contribution of capital from HSBC.  The options granted          
resulted in compensation cost of $3.3 million in 1999.                          

Republic had benefit plans including: (1) Long Term Incentive Stock Plan which  
provided for the award of incentive stock options, non-qualified stock          
options, stock appreciation rights, restricted stock and other stock-based      
awards; (2) the Restricted Stock Election Plan which allowed certain officers   
who had earned deferred compensation to elect to receive payment in the form    
of restricted stock; (3) the Performance Based Incentive Compensation Plan      
which was designed to provide an incentive to officers who served on the        
Management Executive Committee and were in a position to make a material        
contribution to Republic for which certain awards were paid out in the form of  
restricted stock under the Long Term Incentive Plan; and (4) the Long Term      
Incentive Compensation Plan which granted deferred restricted cash awards to    
certain employees.  Employees vested in the assets awarded under the Plans      
based on the terms of each Plan.  Employees will continue to vest in these      
plans under the original terms of the Plans unless they are terminated, at      
which time they will become fully vested.  As part of the acquisition,          
liabilities of $240.3 million were assumed in connection with the Plans.  As a  
result of the Company's purchase of 100% of Republic's outstanding common       
stock, amounts earned under these various plans will be satisfied through       
future payments of cash rather than the issuance of shares of Republic common   
stock.                                                                          

62  

Note 24. Postretirement Benefits                                                

The Company, the Bank and certain other subsidiaries maintain noncontributory   
pension plans covering substantially all of their employees hired prior to      
January 1, 1997 and those who joined the Company through acquisitions.          
Certain other HSBC subsidiaries participate in this plan.                       

The Company also maintains unfunded noncontributory health and life insurance   
coverage for all employees who retired from the Company and were eligible for   
immediate pension benefits from the Company's retirement plan.  Employees       
retiring after 1992 will absorb a portion of the cost of these benefits.        
Employees hired after that same date are not eligible for these benefits.  A    
premium cap has been established for the Company's share of retiree medical     
cost.                                                                           

                                                        [Enlarge/Download Table]


The following table provides data concerning the Company's benefit plans.                   
--------------------------------------------------------------------------------------------
                                                                             Other          
                                            Pension Benefits        Postretirement Benefits 
                                         ---------------------      ----------------------- 
                                              1999        1998            1999         1998 
--------------------------------------------------------------------------------------------
                                                             in thousands                   
                                                                     <c.                    
Change in benefit obligation                                                                
  Benefit obligation, January 1          $ 452,105    $420,600       $  77,970     $ 75,217 
  Service cost                              17,900      17,512           2,060        1,959 
  Interest cost                             31,080      29,014           5,479        5,064 
  Participant contributions                      -           -             234          279 
  Actuarial (gain) loss                    (62,079)       (482)          2,380        1,629 
  Republic acquisition                     263,400           -          26,800            - 
  Benefits paid                            (14,675)    (14,539)         (7,709)      (6,178)
--------------------------------------------------------------------------------------------
Benefit obligation, December 31          $ 687,731    $452,105       $ 107,214     $ 77,970 
============================================================================================

Change in plan assets                                                                       
  Fair value of plan assets, January 1   $ 520,389    $424,530       $       -     $      - 
  Actual return on plan assets              60,311      80,398               -            - 
  Company contribution                           -      30,000           7,475        5,899 
  Participant contributions                      -           -             234          279 
  Republic acquisition                     350,445           -               -            - 
  Benefits paid                            (14,675)    (14,539)         (7,709)      (6,178)
--------------------------------------------------------------------------------------------
Fair value of plan assets, December 31   $ 916,470    $520,389       $       -     $      - 
============================================================================================

Funded status of plan                                                                       
  Funded status, December 31             $ 228,739    $ 68,284       $(107,214)    $(77,970)
  Unrecognized actuarial gain             (116,161)    (42,519)         (3,587)      (5,967)
  Unrecognized prior service cost            5,947       6,906               -            - 
  Unrecognized net transition obligation         -           -          42,212       45,459 
--------------------------------------------------------------------------------------------
Recognized amount                        $ 118,525    $ 32,671       $ (68,589)    $(38,478)
============================================================================================

Amount recognized in the consolidated                                                       
 balance sheet                                                                              
  Prepaid benefit cost                   $ 118,525    $ 32,671       $       -     $      - 
  Accrued benefit liability                      -           -         (68,589)     (38,478)
--------------------------------------------------------------------------------------------
Recognized amount                        $ 118,525    $ 32,671       $ (68,589)    $(38,478)
============================================================================================


63  

                                                        [Enlarge/Download Table]


Operating expenses for 1999, 1998 and 1997 included the following components.                                      
-------------------------------------------------------------------------------------------------------------------
                                                                                             Other                 
                                                   Pension Benefits                  Postretirement Benefits       
                                         --------------------------------    --------------------------------------
                                             1999        1998        1997       1999          1998         1997    
-------------------------------------------------------------------------------------------------------------------
                                                                     in thousands                                  
                                                                                                                   
Net periodic benefit cost                                                                                          
  Service cost                           $ 17,900    $ 17,512    $ 17,220    $ 2,060       $ 1,959       $1,890    
  Interest cost                            31,080      29,014      27,751      5,479         5,064        4,871    
  Expected return on plan assets          (48,748)    (40,631)    (34,395)         -             -            -    
  Prior service cost amortization             959         961         954          -             -            -    
  Actuarial gain                                -           -           -          -             -         (486)   
  Transition amount amortization -         (1,340)     (1,341)      3,247      3,247         3,247                 
-------------------------------------------------------------------------------------------------------------------
Net periodic benefit cost                $  1,191    $  5,516    $ 10,189    $10,786       $10,270       $9,522    
===================================================================================================================

Weighted-average assumptions                                                                                       
 as of December 31                                                                                                 
  Discount rate                              8.00%       7.00%       7.25%      7.75%         6.25%        6.75%   
  Expected return on plan assets             9.50        9.50        9.50          -             -            -    
  Rate of compensation increase              5.15        4.65        4.90       5.15 (1)      4.65 (1)     4.90 (1)
-------------------------------------------------------------------------------------------------------------------

(1) Applicable to life insurance only.                                                                             


Net periodic pension cost includes $1.7 million, $1.9 million and $2.0 million  
for 1999, 1998 and 1997, respectively, recognized in the financial statements   
of other HSBC subsidiaries participating in the Company's pension plan.         

The Company has assumed a health care cost trend rate of 9% for 2000,           
decreasing 1% per year to an ultimate rate of 7% in the year 2002.  The         
assumed health care cost trend rate has an effect on the amounts reported.      
For example, increasing the assumed health care cost trend by 1% would          
increase the aggregate service and interest cost component by $.1 million and   
the accumulated postretirement benefit obligation by $1.2 million.  Decreasing  
the health care cost trend rate by 1% would decrease the aggregate service and  
interest cost components by $.1 million and the accumulated post retirement     
benefit obligation by $1.4 million.                                             

Employees hired after January 1, 1997 become participants in a defined          
contribution plan after one year of service.  The Company also maintains a      
401(k) plan covering substantially all employees.  Contributions to these       
defined contribution plans are based on a percentage of employees'              
compensation or their own contributions in the case of the 401(k) plan.         
Pension expenses recognized for defined contribution plans totaled $10.2        
million in 1999, $8.9 million in 1998 and $8.3 million in 1997.                 

64  

                                                        [Enlarge/Download Table]


Note 25. Business Segments                                                                             
-------------------------------------------------------------------------------------------------------
                                                     Segments                                          
                               --------------------------------------------------                      
                               Commercial      Mortgage     Personal                                   
                                  Banking       Banking      Banking     Treasury      Other      Total
-------------------------------------------------------------------------------------------------------
                                                         in millions                                   
                                                                                                       
1999                                                                                                   
----                                                                                                   
Net interest income (1)           $   412        $   87      $   556       $   23     $  148    $ 1,226
Other operating income                166            39          225            2         32        464
Total income                          578           126          781           25        180      1,690
Provision for credit losses (2)        57            (1)          78            -        (44)        90
Other expenses (3)                    248            58          447            8         67        828
Pretax income                         273            69          256           17        157        772
Average assets                     11,797         8,438        4,014        4,921      5,068     34,238
Average liabilities/equity (4)      7,033           326       15,038        6,312      5,529     34,238

1998                                                                                                   
----                                                                                                   
Net interest income (1)           $   352        $   76      $   567       $   22     $  148    $ 1,165
Other operating income                133            53          209            -         65        460
Total income                          485           129          776           22        213      1,625
Provision for credit losses (2)        30           (11)          79            -        (18)        80
Other expenses (3)                    220            53          443            9         55        780
Pretax income                         235            87          254           13        176        765
Average assets                      9,202         8,489        4,346        5,279      5,531     32,847
Average liabilities/equity (4)      5,873           327       14,731        6,720      5,196     32,847

1997                                                                                                   
----                                                                                                   
Net interest income (1)           $   365        $   83      $   578       $   14     $  134    $ 1,174
Other operating income                117            37          168            1         36        359
Total income                          482           120          746           15        170      1,533
Provision for credit losses (2)         8             6          144            -        (70)        88
Other expenses (3)                    215            59          424            7         76        781
Pretax income                         259            55          178            8        164        664
Average assets                      7,683         7,792        4,691        3,677      5,183     29,026
Average liabilities/equity (4)      5,272           296       14,037        3,683      5,738     29,026
-------------------------------------------------------------------------------------------------------

(1) Net interest income of each segment represents the difference between actual interest earned       
    on assets and interest paid on liabilities of the segment adjusted for a funding charge or         
    credit.  Segments are charged a cost to fund assets (e.g. customer loans) and receive a            
    funding credit for funds provided (e.g. customer deposits) based on equivalent market rates.       

(2) The provision apportioned to the segments is based on the segments net charge offs and the         
    change in allowance for credit losses.  Credit loss reserves are established at a level            
    sufficient to absorb the losses considered to be inherent in the portfolio. The difference         
    between segment provisions and the Company provision is included in other.                         

(3) Expenses for the segments include fully apportioned corporate overhead expenses with the           
    exception of non-recurring corporate expenses.                                                     

(4) Equity is not allocated to segments; it is included in other.                                      


The Company has four distinct segments that it utilizes for management          
reporting and analysis purposes.  These segments are based upon products and    
services offered and are identified in a manner consistent with the             
requirements outlined in Statement of Financial Accounting Standards No. 131,   
Disclosures about Segments of an Enterprise and Related Information.  The       
segment results show the financial performance of the major business units.     
These results are determined based on the Company's management accounting       
process, which assigns balance sheet, revenue and expense items to each         
reportable business unit on a systematic basis.  Management does not analyze    
depreciation and amortization expense or expenditures for additions to long-    
lived assets which are not considered significant.  As such, these amounts are  
included in other expenses and average assets, respectively, in the table.      
The following describes the four reportable segments.                           

65  

The Commercial Banking Segment provides a diversified range of wholesale        
financial products and services.  This segment provides loan and deposit        
products to small, middle market and large corporations including specialized   
products such as highly leveraged financings, equipment financing and real      
estate financing.  These products and services are offered through multiple     
delivery systems, including the branch banking network.  In addition various    
credit and trade related products are offered such as standby facilities,       
performance guarantees, acceptances and document handling.  U.S. dollar         
clearings services are offered for domestic and international wire transfer     
transactions.  Corporate trust provides various trustee, agency and custody     
products and services for both corporate and municipal customers.               

The Mortgage Banking Segment provides residential mortgage loan financing       
through direct retail and wholesale origination channels.  This segment         
originates loans through a network of brokers, wholesale agents and retail      
origination offices.  It also manages the held portfolio, consisting of         
investments in various mortgage loan products originated by the Bank.           
Originations provides services ranging from application taking to loan          
closing.  Servicing provides loan servicing functions on a contractual basis    
for mortgage loans owned by third parties.                                      

The Personal Banking Segment provides an extensive variety of products and      
services including various loans, deposits, mutual funds, sales, investment     
management services and estate planning in addition to a wide array of branch   
services.  This segment provides revolving cards and installment loan products  
marketed to individuals through the branch banking network.                     

The Treasury Segment maintains overall responsibility for the investment and    
borrowing of funds to ensure liquidity, maximize return and manage interest     
rate risk exposure.  This segment is primarily responsible for trading          
activities for the purpose of generating profits by selling securities in the   
near term and for various wholesale funding of assets and liabilities.          

Other consists primarily of available for sale securities, held for investment  
purposes and earnings on capital which are not allocated to the business        
segments.  Other also includes certain non-recurring expenses and the           
provision for credit losses not assigned to business units.                     

Note 26. Commitments and Contingent Liabilities                                 

At December 31, 1999 securities, loans and other assets carried in the          
consolidated balance sheet at $10.4 billion were pledged as collateral for      
borrowings, to secure governmental and trust deposits and for other purposes.   

The Company and its subsidiaries are obligated under a number of                
noncancellable leases for premises and equipment.  Certain leases contain       
renewal options and escalation clauses.  Rental expense under all operating     
leases, net of sublease rentals, was $43.5 million, $43.2 million and $42.1     
million in 1999, 1998 and 1997, respectively.  Minimum future rental            
commitments on operating leases in effect at December 3l, l999 were as          
follows: 2000, $72 million; 2001, $64 million; 2002, $53 million; 2003, $46     
million; 2004, $40 million and $128 million thereafter.                         

66  

Note 27. Litigation                                                             

The Company is named in and is defending legal actions in various               
jurisdictions arising from its normal business.  None of these proceedings is   
regarded as material litigation.  In addition, there are certain proceedings    
relating to the Princeton Note Matter that are described below.                 

On September 1, 1999, Republic announced that, as a result of an inquiry        
received from the Financial Supervisory Agency of Japan, it had commenced an    
internal investigation of the Futures Division of its wholly owned subsidiary,  
Republic New York Securities Corporation (RNYSC).  The investigation focused    
on the involvement of the Futures Division of RNYSC with its customers          
Princeton Global Management Ltd. and affiliated entities (Princeton) and their  
Chairman, Martin Armstrong (the Princeton Note Matter).                         

A number of regulatory and law enforcement agencies also have commenced         
investigations of Princeton and Mr. Armstrong.  Republic and RNYSC have been    
cooperating fully with those investigations, including by responding to         
various subpoenas and requests for information.  The Securities and Exchange    
Commission and the Commodity Futures Trading Commission have commenced civil    
actions against Princeton and Mr. Armstrong.  Additionally, Mr. Armstrong has   
been indicted by the U.S. Attorney for the Southern District of New York on     
charges of fraud and conspiracy.                                                

At the core of these proceedings against Princeton and Mr. Armstrong are        
allegations that Mr. Armstrong and Princeton perpetrated a fraud in selling $3  
billion (face value) of promissory notes to certain Japanese entities,          
approximately $1 billion (face value) of which allegedly remain outstanding.    
Since 1995, Princeton had maintained accounts at the Futures Division of RNYSC  
through which funds, allegedly including proceeds from the sale in Japan of     
such promissory notes, were invested and traded by Princeton.  Mr. Armstrong    
is alleged to have caused employees of the Futures Division of RNYSC to issue   
letters containing inflated balances of the net asset values in the accounts    
of Princeton, some of which letters allegedly were provided by Mr. Armstrong    
and Princeton to at least some of its noteholders.                              

RNYSC has terminated the employment of its president and the president of the   
Futures Division of RNYSC.                                                      

Eleven civil actions have been brought to date against RNYSC by Japanese        
entities in connection with the Princeton Note Matter; ten of the eleven        
actions also assert claims against RNYC and Republic National Bank or HSBC USA  
Inc. and HSBC Bank USA as their respective successors (together with RNYSC,     
the Republic Parties).  All eleven complaints are pending in the United States  
District Court for the Southern District of New York, and allege that           
Armstrong and Princeton perpetrated a fraud on the plaintiffs by selling them   
notes that remain unpaid.  The eleven complaints allege that employees of       
RNYSC issued letters concerning the Princeton accounts that contained material  
misstatements.                                                                  

The eleven civil proceedings commenced to date against one or more of the       
Republic Parties are Amada Co. v. Republic New York Securities Corporation,     
Gun-ei Chemical Industry Co., Ltd. v. Princeton Economics International Ltd.    

67  

et al., Chudenko Corp., v. Republic New York Securities Corporation, et al.,    
and Alps Electric Co., Ltd. v. Republic New York Securities Corporation,        
et al., filed November 29, 1999, December 22, 1999, January 20, 2000 and        
February 7, 2000, respectively, Itoki Crebio Corp. v. HSBC USA Inc., et al.,    
Kissei Pharmaceutical Co., Ltd. v. HSBC USA Inc., et al., Maruzen Company,      
Ltd., v. HSBC USA Inc., et al., SMC Corporation v. HSBC USA Inc., et al.,       
and Asatsu-DK Inc. v. HSBC USA Inc., filed on February 14, 2000, Starzen        
Co., Ltd. v. Republic New York Securities Corporation, et al., filed on         
February 23, 2000, and Yakult Honsha Co., Ltd. v. Republic New York Securities  
Corp., filed on February 25, 2000.  The Amada action alleges unpaid notes in    
the amount of Yen 12.5 billion (approximately $123 million), the Gun-ei action  
alleges unpaid notes in the amount of Yen 11.8 billion (approximately $114      
million), the Chudenko action, which is brought by 22 separate Japanese         
entities, alleges unpaid notes totalling approximately $360 million, the Alps   
action alleges unpaid notes in the amount of approximately $212 million, the    
Itoki action alleges unpaid notes in the amount of approximately $4.4 million,  
the Kissei action alleges unpaid notes of approximately $24.8 million, the      
Maruzen action alleges unpaid notes of approximately $50 million, the SMC       
action alleges unpaid notes of approximately $19.5 million, the Asatsu-DK       
action alleges unpaid notes of approximately $24.6 million, the Starzen action  
alleges an unpaid note of $28.6 million, and the Yakult action alleges an       
outstanding note of $120 million of which approximately $25 million remains     
unpaid, and an unpaid note of approximately $50 million.  All of the actions    
assert common law claims and claims under either the federal securities laws    
or the Racketeer Influenced and Corrupt Organization Act (RICO), or both.  All  
the actions seek punitive damages, and all but the Gun-ei and Amada actions     
seek treble damages under the RICO statute.  The Republic Parties filed a       
motion to dismiss the Amada complaint on February 4, 2000; their time to        
respond to the other actions has not yet occurred.  In February 2000, RNYSC     
received notice that World Nichei Securities Co., Ltd., the defendant in an     
action relating to the Princeton Note Matter brought in Japan by Hamaya-gurni   
Co., Ltd., will seek to hold RNYSC and its affiliates liable for any losses it  
incurs in that action.                                                          

In addition, on October 7, 1999, a purported class action entitled Ravens v.    
Republic New York Corporation, et al., was filed in the United States District  
Court for the Eastern District of Pennsylvania on behalf of investors who       
acquired common stock of Republic between May 14, 1999 and September 15, 1999.  
The complaint alleges that the defendants violated the federal securities laws  
in the merger transaction between Republic and HSBC by failing to disclose      
facts relating to potential liabilities with respect to the Princeton Note      
Matter.  The complaint seeks unspecified damages on behalf of the class.        

It is not possible to assess the outcome of these proceedings at present.  The  
Republic Parties intend to defend vigorously against the claims arising from    
the Princeton Note Matter.                                                      

68  

Note 28. Financial Instruments With Off-Balance Sheet Risk                      

The Company is party to financial instruments with off-balance sheet risk in    
the normal course of business to meet the financing needs of its customers, to  
reduce its own exposure to fluctuations in interest rates and to realize        
profits.  These financial instruments involve, to varying degrees, elements of  
credit and market risk in excess of the amount recognized in the consolidated   
balance sheet.  Credit risk represents the possibility of loss resulting from   
the failure of another party to perform in accordance with the terms of a       
contract.  The Company uses the same credit policies in making commitments and  
conditional obligations as it does for balance sheet instruments.               

Market risk represents the exposure to future loss resulting from the decrease  
in value of an on- or off-balance sheet financial instrument caused by changes  
in interest rates.  Market risk is a function of the type of financial          
instrument involved, transaction volume, tenor and terms of the agreement and   
the overall interest rate environment.  The Company controls market risk by     
managing the mix of the aggregate financial instrument portfolio and by         
entering into offsetting positions.                                             

                                                        [Enlarge/Download Table]


A summary of financial instruments with off-balance sheet risk follows.                             
----------------------------------------------------------------------------------------------------
December 31,                                                                         1999       1998
----------------------------------------------------------------------------------------------------
                                                                                      in millions   
                                                                                                    
Financial instruments whose contractual amounts represent the associated risk:                      
   Standby letters of credit and financial guarantees (net of risk                                  
    participations of $223 and $16)                                              $  3,477    $ 1,687
   Other letters of credit                                                            838        490
   Commitments to extend credit                                                    23,236     15,460
   Commitments to deliver mortgaged-backed securities                                 210        850
Financial instruments whose notional or contractual amounts do not represent                        
 the associated risk:                                                                               
   Interest rate contracts                                                        116,008     12,409
   Foreign exchange contracts                                                     103,071        159
   Commodity, equity and other contracts                                           42,025        272
----------------------------------------------------------------------------------------------------


For commitments to extend credit, standby letters of credit and guarantees,     
the Company's exposure to credit loss in the event of non-performance by the    
counterparty to the financial instrument, is represented by the contractual     
amount of those instruments.  Although management does not anticipate any       
significant loss as a result of these transactions, an allowance for credit     
loss related to these instruments of $19.7 million is included in interest,     
taxes and other liabilities on the consolidated balance sheet at December 31,   
1999.                                                                           

For those financial instruments whose contractual or notional amount does not   
represent the amount exposed to credit loss, risk at any point in time          
represents the cost, on a present value basis, of replacing these existing      
instruments at current interest and exchange rates.  Based on this              
measurement, $2,750 million was at risk at December 31, 1999.  See Note 29 for  
further discussion of activities in derivative financial instruments.  The      
Company controls the credit risk associated with off-balance sheet derivative   
financial instruments established for each counterparty through the normal      
credit approval process.  See Note 22 for contracts entered into with the HSBC  
Group.  Collateral is maintained on these positions, the amount of which is     
consistent with the measurement of exposure used in the risk-based capital      
ratio calculations under the banking regulators' guidelines.                    

69  

Foreign exchange contracts represent the gross amount of contracts to purchase  
and sell foreign currencies.  The extent to which offsets may exist are not     
considered.                                                                     

Note 29. Derivative Financial Instruments                                       

The Company is party to various derivative financial instruments as an end      
user to manage its overall interest rate risk within the context of a           
comprehensive asset and liability management strategy, to offset the risk       
associated with changes in value of various assets and liabilities accounted    
for on a mark to market basis including its trading account and available for   
sale investment securities portfolio, to protect against impairment in value    
of its mortgage servicing rights portfolio, and for trading in its own          
account. The Company is also an international dealer in derivative instruments  
denominated in U.S. dollars and other currencies which include futures,         
forwards, swaps and options related to interest rates, foreign exchange rates,  
equity indices and commodity prices, focusing on structuring of customized      
transactions to meet clients' needs. Counterparties generally include           
financial institutions including banks, central banks, other government         
agencies, both foreign and domestic, and insurance companies.                   

Derivative instruments are contracts whose value is derived from that of an     
underlying financial instrument, physical commodity or market index and         
generally do not involve the exchange of principal but may involve the payment  
of a fee or receipt of a premium at inception of a contract.  Certain           
instruments, such as futures and forward contracts, commit the Company to buy   
or sell a specified financial instrument, currency, precious metals or other    
commodities at a future date. Futures contracts are exchange traded             
instruments that settle through an independent clearing house and require       
daily cash settlement. Forward contracts are customized transactions that       
require no cash settlement until the end of the contract.                       

Other contracts, such as interest rate swaps involve commitments to make        
periodic cash settlements based upon the differentials between specified rates  
or indices applied to a stated notional amount. Purchased option contracts      
give the right, but do not obligate the holder, to acquire or sell for a        
limited time a financial instrument, precious metal or commodity at a           
designated price upon payment of an up front fee. The writer of an option       
receives an up front premium as payment for assuming the risk of unfavorable    
changes in the price of the underlying instrument, or index.                    

The derivative instrument portfolios are actively managed in response to        
changes in overall and specific balance sheet positions, cash requirements,     
and expectations of future interest rates, market environments and business     
strategies.  Market risk associated with derivatives arises principally from    
the potential for future changes in the prices of underlying securities,        
commodities or indices, or the volatility of such prices or rates.  The credit  
risk with derivatives arises principally from the potential of the              
counterparty to fail to meet its obligation to settle the contract on a timely  
basis.  The Company controls these risks through the establishment and          
monitoring of approved limits and by dealing with investment grade              
counterparties including other members of the HSBC Group, obtaining collateral  
where appropriate and by using master netting agreements where available.       

70  

Pursuant to an overall balance sheet risk management strategy, derivative       
instruments are used to alter the cash flows and maturity characteristics of    
certain of these assets and liabilities and hedge anticipated repricing in      
order to maintain net interest margin within a range that management considers  
acceptable given assumptions as to changes in interest rates.  In addition,     
the Company utilizes derivative instruments to mitigate the effects of changes  
in interest rates on the market valuation of its available for sale investment  
securities portfolio and to protect against the erosion in value of mortgage    
servicing rights in declining rate environments.  Derivatives used for these    
purposes are collectively referred to as asset and liability management         
positions.                                                                      

The Company deploys a portion of its excess liquidity by maintaining active     
positions in a variety of debt instruments in its trading portfolio.            
Derivative instruments are utilized to hedge market and interest rate risk      
associated with the on-balance sheet instruments held in this portfolio.  The   
Company also holds derivative instruments for speculative purposes, as hedges   
in conjunction with the acquired precious metals businesses, foreign exchange   
trading activities and to facilitate customer transactions.  Derivatives used   
for this purpose are collectively referred to as trading positions.             

The following table summarizes the notional or contractual amounts of           
derivative instruments used for both trading and asset and liability            
management purposes.  These amounts serve as volume indicators to denote the    
level of activity by instrument class and include contracts that have both      
favorable and unfavorable value to the Company.  These notional amounts do not  
represent the amounts to be exchanged by the Company, nor do they measure the   
exposure to credit or market risk.  Asset and liability management positions    
include intercompany transactions that are established between independent      
trading departments of the Company that act as counterparties.  The exposure    
may be limited by offsetting asset or liability positions held by the Company   
or by the use of master netting agreements.                                     

                                                        [Enlarge/Download Table]


-----------------------------------------------------------------------------------------------
                                                   Contractual/Notional Amounts                
                                              1999                            1998             
                                   ----------------------------     ---------------------------
                                                Asset/Liability                 Asset/Liability
December 31,                        Trading          Management     Trading          Management
-----------------------------------------------------------------------------------------------
                                                             in millions                       
                                                                                               
Interest rate:                                                                                 
  Futures and forwards             $ 27,545             $ 6,954        $300             $ 4,115
  Swaps                              38,220              20,291           -               5,671
  Options written                     7,232                 150           -                 150
  Options purchased                   6,564               8,182           -               2,173
  Other                                   -                 870           -                   -
-----------------------------------------------------------------------------------------------
                                   $ 79,561             $36,447        $300             $12,109
===============================================================================================
Foreign exchange:                                                                              
  Swaps, futures and forwards      $ 58,321             $ 1,957        $159             $     -
  Options written                    21,057                   -           -                   -
  Options purchased                  20,957                   -           -                   -
  Spot                                  772                   7           -                   -
-----------------------------------------------------------------------------------------------
                                   $101,107             $ 1,964        $159             $     -
===============================================================================================

Other:                                                                                         
  Swaps, futures and forwards      $ 27,527             $ 1,242        $  -             $     -
  Options written                     5,969                 682           -                   -
  Options purchased                   6,047                 537           -                 272
  Other                                  21                   -           -                   -
-----------------------------------------------------------------------------------------------
                                   $ 39,564             $ 2,461        $  -             $   272
===============================================================================================


71  

The fair value of derivative financial instruments held for asset and           
liability management purposes was $759 million and $165 million at              
December 31, 1999 and 1998, respectively.  The fair value of derivative         
financial instruments held for trading purposes was $182 million and $4         
million at December 31, 1999 and 1998, respectively.                            

Note 30. Concentrations of Credit Risk                                          

The Company enters into a variety of transactions in the normal course of       
business that involve both on- and off-balance sheet credit risk.  Principal    
among these activities is lending to various commercial, institutional,         
governmental and individual customers.  Prior to the Republic acquisition, the  
Company participated in lending activity throughout the United States and on a  
limited basis abroad with credit risk concentrated in the Northeastern United   
States.  The acquisition included a real estate portfolio, concentrated in the  
New York metropolitan area, secured by multi-family, commercial and             
residential properties.  The acquisition also included an international         
portfolio.  See Note 31 for a geographic distribution of year end assets.       

The ability of individual borrowers to repay is generally linked to the         
economic stability of the regions from where the loans originate, as well as    
the creditworthiness of the borrower.  With emphasis on the Western, Central    
and Metropolitan regions of New York State, the Company maintains a             
diversified portfolio of loan assets.  At December 31, 1999 58% of residential  
mortgages and 73% of commercial construction and mortgage loans were located    
within the Northeastern United States.                                          

In general, the Company controls the varying degrees of credit risk involved    
in on- and off-balance sheet transactions through specific credit policies.     
These policies and procedures provide for a strict approval, monitoring and     
reporting process.  It is the Company's policy to require collateral when it    
is deemed appropriate.  Varying degrees and types of collateral are secured     
depending upon management's credit evaluation.                                  

                                                                [Download Table]


Note 31. Geographic Distribution of Revenues and Assets                         

The following table summarizes the Company's activities by geographic areas.    
--------------------------------------------------------------------------------
                                        Period End                              
                                          Assets             Total Revenue (1)  
                                    -----------------   ------------------------
                                       1999      1998     1999     1998     1997
--------------------------------------------------------------------------------
                                                   in millions                  
                                                                                
United States                       $81,834   $32,207   $1,597   $1,553   $1,438
Europe/Middle East/Africa             5,299     1,367       35        8       38
Asia/Pacific                          1,249       278       42       46       36
Other Western Hemisphere              2,518       472       16       18       21
Less allowance for credit losses       (660)     (380)       -        -        -
--------------------------------------------------------------------------------
Total                               $90,240   $33,944   $1,690   $1,625   $1,533
--------------------------------------------------------------------------------

(1) Includes net interest income and other operating income.                    


Loans are distributed geographically primarily on the basis of the location of  
the head office or residence of the borrowers or, in the case of certain        
guaranteed loans, the guarantors.  Interest bearing deposits with banks are     
grouped by the location of the head office of the bank.  Investments and        
acceptances are distributed on the basis of the location of the issuers or      
borrowers.                                                                      

72  

Interest and fee related income is distributed geographically on the same       
basis as the related asset.  A charge or credit is made at market rates for     
use of funds after consideration has been given for the use of capital.  Other  
operating income is distributed to the geographic area where the service or     
operation is performed.                                                         

Note 32. Fair Value of Financial Instruments                                    

The following disclosures represent the Company's best estimate of the fair     
value of on- and off-balance sheet financial instruments.  The following        
methods and assumptions have been used to estimate the fair value of each       
class of financial instrument for which it is practicable to do so.             

Financial instruments with carrying value equal to fair value - The carrying    
value of certain financial assets including cash and due from banks, interest   
bearing deposits with banks, federal funds sold and securities purchased under  
resale agreements, accrued interest receivable, and customers' acceptance       
liability and certain financial liabilities including short-term borrowings,    
interest, taxes and other liabilities and acceptances outstanding, as a result  
of their short-term nature, are considered to be equal to fair value.           

Securities and trading assets and liabilities - Fair value has been based upon  
current market quotations, where available.  If quoted market prices are not    
available, fair value has been estimated based upon the quoted price of         
similar instruments.                                                            

Loans - The fair value of the performing loan portfolio has been determined     
principally based upon a discounted analysis of the anticipated cash flows,     
adjusted for expected credit losses.  The loans have been grouped to the        
extent possible, into homogeneous pools, segregated by maturity and the         
weighted average maturity and average coupon rate of the loans within each      
pool.  Depending upon the type of loan involved, maturity assumptions have      
been based on either contractual or expected maturity.                          

Credit risk has been factored into the present value analysis of cash flows     
associated with each loan type, by allocating the allowance for credit losses.  
The allocated portion of the allowance, adjusted by a present value factor      
based upon the timing of expected losses, has been deducted from the gross      
cash flows prior to calculating the present value.                              

As a result of the allocation of the allowance to adjust the anticipated cash   
flows for credit risk, a published interest rate that equates as closely as     
possible to a "risk-free" or "low-risk" loan has been selected for the purpose  
of discounting the commercial loan portfolio, adjusted for a liquidity factor   
where appropriate.                                                              

Consumer loans have been discounted at the estimated rate of return an          
investor would demand for the product, without regard to credit risk.  This     
rate has been formulated based upon reference to current market rates.  The     
fair value of the residential mortgage portfolio has been determined by         
reference to quoted market prices for loans with similar characteristics and    
maturities.                                                                     

Intangible assets - The Company has elected not to specifically disclose the    
fair value of certain intangible assets.  In addition, the Company has not      

73  

estimated the fair value of unrecorded intangible assets associated with its    
own portfolio such as core deposits.  The fair value of the Company's           
intangibles is believed to be significant.                                      

Deposits - The fair value of demand, savings and certain money market deposits  
is equal to the amount payable on demand at the reporting date.  For deposits   
with fixed maturities, fair value has been estimated based upon interest rates  
currently being offered on deposits with similar characteristics and            
maturities.                                                                     

Long-term debt - Fair value has been estimated based upon interest rates        
currently available to the Company for borrowings with similar characteristics  
and maturities.                                                                 

The following, which is provided for disclosure purposes only, provides a       
comparison of the carrying value and fair value of the Company's financial      
instruments.  Fair values have been determined based on applicable              
requirements and do not necessarily represent the amount that would be          
realized upon their liquidation.                                                

                                                                [Download Table]


----------------------------------------------------------------------------------  
                                               1999                     1998        
                                       -------------------      ------------------- 
                                       Carrying       Fair      Carrying       Fair 
December 31,                              Value      Value         Value      Value 
----------------------------------------------------------------------------------- 
                                                      in millions                   
                                                                                    
Financial assets:                                                                   
  Instruments with carrying value                                                   
   equal to fair value                  $ 9,873    $ 9,845       $ 4,223    $ 4,169 
    Related derivatives                      24         (4)           55          1 
  Trading assets                          4,527      4,527           826        826 
    Related derivatives                   1,773      1,773             -          - 
  Securities available for sale          25,974     25,974         4,238      4,238 
  Securities held to maturity             4,812      4,812             -          - 
  Loans, net of allowance                37,285     37,106        23,716     23,787 
    Related derivatives                      36          5            46         66 

Financial liabilities:                                                              
  Instruments with carrying value                                                   
   equal to fair value                   14,559     14,550         3,625      3,625 
    Related derivatives                       8         (1)            -          - 
  Deposits:                                                                         
   Without fixed maturities              45,629     45,629        18,211     18,211 
   Fixed maturities                      10,818     10,857         8,046      8,076 
    Related derivatives                      (3)         5            (8)        (1)
  Trading account liabilities             2,441      2,441            77         77 
    Related derivatives                   1,817      1,817             -          - 
  Long-term debt                          5,881      5,880         1,744      1,814 
    Related derivatives                      (4)        27            (4)       (68)
------------------------------------------------------------------------------------


Excluded from the above is the $169 million mark-to-market and the $175         
million of accrued receivables recorded on the December 31, 1999 balance sheet  
associated with derivative contracts acquired from Republic that are held for   
asset and liability management purposes.                                        

The fair value of commitments to extend credit, standby letters of credit and   
financial guarantees, is not included in the previous table.  These             
instruments generate fees which approximate those currently charged to          
originate similar commitments.  Further detail with respect to off-balance      
sheet financial instruments is provided in Note 28, Financial Instruments With  
Off-Balance Sheet Risk.                                                         

74  

                                                        [Enlarge/Download Table]


Note 33. Financial Statements of HSBC USA Inc. (parent)                               

Condensed parent company financial statements follow.                                 
--------------------------------------------------------------------------------------
Balance Sheet                                                                         
December 31,                                                       1999          1998 
--------------------------------------------------------------------------------------
                                                                   in thousands       
                                                                                      
Assets:                                                                               
Cash and due from banks                                     $       315    $        - 
Interest bearing deposits with banks (including                                       
 $2,306,481 and $1,012,800 in banking subsidiary)             2,371,481     1,077,800 
Trading assets                                                  213,398             - 
Securities available for sale                                 6,821,320        24,330 
Securities held to maturity (fair value $135,212                                      
 in 1999)                                                       135,212             - 
Loans (net of allowance for credit losses of                                          
 $13,208 and $1,284)                                             82,903        37,694 
Receivable from subsidiaries                                  1,852,461       702,759 
Investment in subsidiaries at amount of their                                         
 net assets                                                                           
    Banking                                                   9,391,845     2,373,656 
    Other                                                     1,276,828        23,892 
Goodwill and other acquisition intangibles                      545,808             - 
Other assets                                                    382,772        47,324 
--------------------------------------------------------------------------------------
Total assets                                                $23,074,343    $4,287,455 
--------------------------------------------------------------------------------------
Liabilities:                                                                          
Interest, taxes and other liabilities                       $ 7,589,186    $   14,027 
Short-term borrowings                                         1,135,821       910,457 
Long-term debt                                                3,552,261       722,346 
Long-term debt due to subsidiary                                755,914       412,372 
--------------------------------------------------------------------------------------
Total liabilities                                            13,033,182     2,059,202 
Shareholders' equity *                                       10,041,161     2,228,253 
--------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                  $23,074,343    $4,287,455 
--------------------------------------------------------------------------------------

* See Consolidated Statement of Shareholders' Equity, page 40.                        


                                                        [Enlarge/Download Table]


--------------------------------------------------------------------------------------
Statement of Income                                                                   
Year Ended December 31,                                1999         1998         1997 
--------------------------------------------------------------------------------------
                                                            in thousands              
                                                                                      
Income:                                                                               
  Dividends from banking subsidiaries              $450,000     $405,000     $275,000 
  Dividends from other subsidiaries                   1,001        7,001          804 
  Interest from banking subsidiaries                 96,836       91,405       84,599 
  Other interest income                              15,469        7,641       12,290 
  Securities transactions                             7,800        7,529       12,650 
  Other income                                        4,014        2,467        2,492 
--------------------------------------------------------------------------------------
Total income                                        575,120      521,043      387,835 
--------------------------------------------------------------------------------------
Expenses:                                                                             
  Interest (including $33,378, $33,382,                                               
   and $26,813 paid to subsidiaries)                123,920      123,053      114,294 
  Other expenses                                     13,831        6,504        7,535 
--------------------------------------------------------------------------------------
Total expenses                                      137,751      129,557      121,829 
--------------------------------------------------------------------------------------
Income before taxes and equity in undistributed                                       
 income of subsidiaries                             437,369      391,486      266,006 
Income tax benefit                                   (4,360)      (5,962)      (2,527)
--------------------------------------------------------------------------------------
Income before equity in undistributed income                                          
 of subsidiaries                                    441,729      397,448      268,533 
Equity in undistributed income of subsidiaries       21,983      129,619      202,417 
--------------------------------------------------------------------------------------
Net income                                         $463,712     $527,067     $470,950 
--------------------------------------------------------------------------------------


75  

                                                        [Enlarge/Download Table]


--------------------------------------------------------------------------------------
Statement of Cash Flows                                                               
Year Ended December 31,                                 1999         1998        1997 
--------------------------------------------------------------------------------------
                                                             in thousands             
                                                                                      
Cash flows from operating activities:                                                 
  Net income                                      $  463,712    $ 527,067   $ 470,950 
  Adjustments to reconcile net income                                                 
   to net cash provided by operating                                                  
   activities:                                                                        
    Depreciation and amortization                        853        3,128       3,693 
    Net change in other accrued accounts              33,788       (4,294)     49,380 
    Undistributed income of subsidiaries             (21,983)    (129,619)   (202,417)
    Other, net                                       (12,879)     116,636    (149,056)
--------------------------------------------------------------------------------------
      Net cash provided by operating                                                  
       activities                                    463,491      512,918     172,550 
--------------------------------------------------------------------------------------
Cash flows from investing activities:                                                 
  Net change in interest bearing                                                      
   deposits with banks                              (298,400)      57,600      81,700 
  Purchases of securities                                  -            -      (5,000)
  Sale of securities                                  13,198       12,366      20,785 
  Principal collected on long-term loans             (35,279)      19,934      55,658 
  Long-term loans advanced                            (3,633)    (200,000)   (100,000)
  Investment in banking subsidiary                         -            -     (95,298)
  Other, net                                         (19,937)      14,156         229 
--------------------------------------------------------------------------------------
      Net cash used by investing                                                      
       activities                                   (344,051)     (95,944)    (41,926)
--------------------------------------------------------------------------------------
Cash flows from financing activities:                                                 
  Net change in short-term borrowings                (64,125)      63,026      90,798 
  Issuance of long-term debt                         200,000            -     200,000 
  Repayment of long-term debt                       (100,000)           -    (125,000)
  Redemption of preferred stock                            -            -     (98,063)
  Dividends paid                                    (155,000)    (480,000)   (202,937)
--------------------------------------------------------------------------------------
      Net cash used by financing                                                      
       activities                                   (119,125)    (416,974)   (135,202)
--------------------------------------------------------------------------------------
Net change in cash and due from banks                    315            -      (4,578)
Cash and due from banks at beginning of year               -            -       4,578 
--------------------------------------------------------------------------------------
Cash and due from banks at end of year            $      315    $       -   $       - 
--------------------------------------------------------------------------------------
Cash paid for:                                                                        
  Interest paid                                   $  120,963    $ 121,889   $ 120,840 
Non-cash activities related to acquisitions:                                          
  Preferred stock assumed                            500,000            -           - 
  Capital contributed principally in the form                                         
   of treasury securities                          7,095,940            -           - 
--------------------------------------------------------------------------------------


The Bank is subject to legal restrictions on certain transactions with its      
nonbank affiliates in addition to the restrictions on the payment of dividends  
to the Company (see Note 18).                                                   

76  

Item 9.  Changes in and Disagreements with Accountants on Accounting and        
Financial Disclosure                                                            

There were no disagreements on accounting and financial disclosure matters      
between the Company and its independent accountants during 1999.                

P A R T  III                                                                    

Item 10. Directors and Executive Officers of the Registrant                     

Directors                                                                       
Set forth below is certain biographical information relating to the members of  
the Company's Board of Directors.  Each director is elected annually.  There    
are no family relationships among the directors.                                

Sal H. Alfiero, age 62, Founder, Chairman and Chief Executive Officer, Mark IV  
Industries, Inc.  Mr. Alfiero has been a director of the Bank since 1996.  He   
is also a director of Phoenix Home Life Mutual Insurance Company, Southwire     
Company, Niagara Mohawk Power Corp., National Health Care Affiliates, Inc.,     
Kaleida Health System and a trustee for the University of Buffalo Foundation.   
Elected January, 2000.                                                          

Sir John R. H. Bond, age 58, Chairman of the Company and the Bank since 1997    
and Group Chairman of HSBC since 1998.  Formerly President and Chief Executive  
Officer of the Company and the Bank from 1991 through 1992.  Previously         
Executive Director Banking, The Hongkong and Shanghai Banking Corporation       
Limited from 1990 to 1991 and Executive Director Americas from 1988 to 1990.    
Sir John is director and Chairman of HSBC Finance (Netherlands), Chairman of    
HSBC Bank plc, Chairman of HSBC Bank Middle East and a director of The          
Hongkong and Shanghai Banking Corporation Ltd. and Saudi British Bank. Elected  
in 1987.                                                                        

James H. Cleave, age 57, formerly President and Chief Executive Officer of      
the Company and the Bank from 1993 through 1997 and formerly Executive          
Director from June 1992 through December 1992.  Previously Director, President  
and Chief Executive Officer of HSBC Bank Canada since 1987.  Mr. Cleave is      
also Chairman of HSBC Bank Canada and a director of that Bank.  Elected in      
1991.                                                                           

Frances D. Fergusson, age 55, President, Vassar College since 1986.             
Formerly Provost and Vice President for Academic Affairs, Bucknell University.  
Dr. Fergusson is a member of the Board of Trustees of the Ford Foundation and   
Chair of the Board of the Mayo Foundation, and is a director of C H Energy      
Group.  She was a director of the Company from 1990 through 1994 and has been   
a director of the Bank since 1990.  Reelected January, 2000.                    

Douglas J. Flint, age 44, Group Finance Director, HSBC and an Executive         
Director of HSBC since 1995.  A director of HSBC Investment Bank Holdings plc,  
HSBC Bank Malaysia Berhad, HSBC Argentina Holdings S.A., and a director of the  
Bank since 1998.  Mr. Flint is a member of the Urgent Issues Task Force of the  
Accounting Standards Board and a former partner in KPMG.  Elected January,      
2000.                                                                           

77  

Martin J. G. Glynn, age 48, Director, President and Chief Executive Officer,    
HSBC Bank Canada.  He joined HSBC Bank Canada in 1982.  He is also a director   
of the Bank and First Vice Chair of the Canadian Chamber of Commerce.  Elected  
January, 2000.                                                                  

Stephen K. Green, age 51, Executive Director Investment Banking and Markets,    
HSBC and an Executive Director of HSBC since 1998.  Joined The Hongkong and     
Shanghai Banking Corporation Limited in 1982.  Group Treasurer from 1992 to     
February, 1998.  Mr. Green is Chairman of HSBC Investment Bank Holdings plc     
and a director of HSBC Bank plc and Guyerzeller Bank AG.  A director of the     
Bank and the Company since January, 2000.                                       

Ulric Haynes, Jr., age 68, Executive Dean for International Relations, Hofstra  
University.  Formerly Dean, School of Business, Hofstra University and a        
consultant on international business.  Mr. Haynes was American Ambassador to    
Algeria from 1977 to 1981 and is a director of Pall Corporation, Reliastar      
Life of New York and INNCOM International, Inc.  He was a director of the       
Company from 1981 through 1994 and has been a director of the Bank since 1981.  
Reelected January, 2000.                                                        

Richard A. Jalkut, age 55, President and Chief Executive of Pathnet.  Formerly  
President and Group Executive, NYNEX Telecommunications and Executive Vice      
President and Chief Operating Officer of New England Telephone and New York     
Telephone.  He was a director of the Company from 1992 through 1994 and has     
been a director of the Bank since 1992.  He is a director of Digex Corp. and    
IKON Office Solution.  Reelected January, 2000.                                 

Bernard J. Kennedy, age 68, Chairman and Chief Executive Officer of National    
Fuel Gas Company.  Also Chairman of National Fuel Gas Distribution              
Corporation, National Fuel Gas Supply Corporation and Seneca Resources          
Corporation.  He is a director of American Precision Industries, Merchants      
Mutual Insurance Co., AEGIS Insurance Services Inc., Niagara Independence       
Marketing Company and Seneca Independence Pipeline Company.  Mr. Kennedy was a  
director of the Company from 1991 through 1994 and has been a director of the   
Bank since 1991.  Reelected January, 2000.                                      

Peter Kimmelman, age 55, Private Investor.  Formerly a director of Republic     
and Republic Bank since 1979.  A director of the Bank and the Company since     
January, 2000.                                                                  

Charles G. Meyer, Jr., age 62, President of Cord Meyer Development Company.     
Formerly a director of Republic Bank.  A director of the Bank and the Company   
since January, 2000.                                                            

James L. Morice, age 62, Founding Partner of Mirtz Morice, Inc., a management   
consulting firm.  Formerly a director of Republic and Republic Bank since       
1987.  A director of the Bank and the Company since January, 2000.              

Youssef A. Nasr, age 45, President and Chief Executive Officer of the Company   
and the Bank since January, 2000 and a director of the Company and the Bank     
since 1998.  Mr. Nasr is a director of HSBC Bank Canada and was President and   
Chief Executive Officer of HSBC Bank Canada from 1998 through 1999.  He has     
been a member of the HSBC Group since 1976 and was appointed a Group General    
Manager in 1998.  Elected in 1998.                                              

78  

Jonathan Newcomb, age 53, Chairman & CEO, Simon & Schuster, Inc.  Prior to      
that he held the office of President and Chief Operating Officer.  He was       
previously President of McGraw Hill Financial & Economic Information Group      
which included the business units of Standard & Poor's and Data Resources Inc.  
He is a director of the Bank, Primark Corporation and LearnX.com.  He is        
also a member of the Board of Trustees of Dartmouth College and the Board of    
Overseers for Dartmouth's Amos Tuck School of Business Administration.          
Elected January, 2000.                                                          

Henry J. Nowak, age 64, Attorney, Consultant and a member of the U.S. House     
of Representatives from 1974 through 1992.  Mr. Nowak is a director of A&G      
Resources Corporation and Gulf Canada Resources, Ltd. and is a member of the    
New York State and Erie County Bar Associations.  He was a director of the      
Company from 1993 through 1994 and has been a director of the Bank since 1993.  
Reelected January, 2000.                                                        

Keith R. Whitson, age 56, Group Chief Executive Officer of HSBC since 1998      
and a director of HSBC since 1994.  Formerly Chief Executive Officer of HSBC    
Bank plc from 1992 through 1998.  Prior to that he was Executive Director of    
the Company from 1990 through 1992.  He has been with HSBC since 1961.          
Elected in 1998.                                                                

Directors' Compensation                                                         

For their services as directors of both the Company and the Bank, all           
nonemployee directors receive an annual retainer of $30,000, plus a fee of      
$1,000 for each Board meeting attended.  Directors who are employees of HSBC    
or other Group affiliates do not receive annual retainers or fees.  In          
addition, nonemployee directors who are members of any committee of the Board   
of Directors other than the Audit and Examining Committee also receive a fee    
of $1,000 for attendance at committee meetings except, when a meeting is held   
on the same day as a Board meeting or if participation is by conference         
telephone, the fee is $500.  Additionally, committee chairmen receive annual    
fees of $2,500 for acting in that capacity.  Members of the Audit and           
Examining Committee receive an annual fee which is $9,000 for the chairman and  
$6,000 for the other members and $500 per meeting for special meetings.         
Directors are reimbursed for their expenses incurred in attending meetings.     
The Company and the Bank have standard arrangements pursuant to which           
directors may defer all or part of their fees.                                  

The Directors' Retirement Plan covers nonemployee directors elected prior to    
1998 and excludes those serving as directors at the request of HSBC.  Eligible  
directors with at least five years of service will receive quarterly            
retirement benefit payments commencing at the later of age 65 or retirement     
from the Board, and continuing for ten years.  The annual amount of the         
retirement benefit is a percent of the annual retainer in effect at the time    
of the last Board meeting the director attended.  The percentage is 50 percent  
after five years of service and increases by five percent for each additional   
year of service to 100 percent upon completion of 15 years of service.  If a    
director who has at least five years of service dies before his retirement      
benefit has commenced, his beneficiary will receive a death benefit calculated  
as if the director had retired on the date of his death.  If a retired          
director dies before receiving retirement benefit payments for the ten year     

79  

period, the balance of the payments will be continued to his beneficiary.  The  
Plan is unfunded and payment will be made out of the general funds of the       
Company or the Bank.                                                            

                                                                [Download Table]


Executive Officers                                                                  

The table below shows the names and ages of all executive officers of the           
Company and the positions held by them as of March 1, 2000 and the dates when       
elected an executive officer of the Company or the Bank.                            
------------------------------------------------------------------------------------
                                Year                                                
Name                   Age   Elected     Present Position with the Company          
------------------------------------------------------------------------------------
                                                                                    
Youssef A. Nasr         45      2000     President and Chief Executive Officer      
Leslie E. Bains         56      2000     Senior Executive Vice President            
Robert M. Butcher       56      1988     Senior Executive Vice President            
                                          and Chief Financial Officer               
Alexander A. Flockhart  48      1999     Senior Executive Vice President            
Paul L. Lee             53      2000     Senior Executive Vice President            
                                          and General Counsel                       
Vincent J. Mancuso      53      1996     Senior Executive Vice President            
                                          and Group Audit Executive, USA            
Robert H. Muth          47      1993     Senior Executive Vice President            
Vito S. Portera         57      2000     Senior Executive Vice President            
Gerald A. Ronning       52      1991     Executive Vice President and Controller    
Elias Saal              47      2000     Senior Executive Vice President            
Iain A. Stewart         41      2000     Senior Executive Vice President            
Philip S. Toohey        56      1990     Senior Executive Vice President            
                                          and Secretary                             
George T. Wendler       55      2000     Senior Executive Vice President            
------------------------------------------------------------------------------------


Youssef A. Nasr had been a Director of the Company since 1998.  From 1998       
through 1999, he had been President and Chief Executive Officer of HSBC Bank    
Canada.  He has been a member of the HSBC Group since 1976.                     

Leslie E. Bains had headed domestic private banking and investments at          
Republic.  Ms. Baines joined Republic in 1993.                                  

Alexander A. Flockhart previously was HSBC's Managing Director of the Saudi     
British Bank.  From 1992 to 1994, he served as the Chief Executive Officer of   
HSBC Thailand.  He joined HSBC in 1974.                                         

Iain A. Stewart is an HSBC International officer who was Group Treasurer in     
London from 1994 to 1999 and formerly manager of Group Market Risk.  He joined  
HSBC in 1981 and was Treasurer USA from 1989 to 1993.                           

Messrs. Lee, Portera, Saal and Wendler each served Republic or Republic Bank    
in executive capacities for more than five years.  Messrs. Butcher, Mancuso,    
Muth, Ronning and Toohey each served the Company or the Bank in executive       
capacities for more than five years.  There are no family relationships among   
the above officers.                                                             

80  

Item 11. Executive Compensation                                                 

The following table sets forth information as to the compensation earned        
through December 31, 1999 by the President and Chief Executive Officer and by   
the four most highly compensated officers of the Company and the Bank.          
Principal position indicates capacity served in 1999.                           

                                                        [Enlarge/Download Table]


Summary Compensation Table                                                            
--------------------------------------------------------------------------------------

                                         Annual Compensation                      All 
Name and                                                                        Other 
Principal Position               Year     Salary     Bonus       Other   Compensation 
--------------------------------------------------------------------------------------
                                                                                      
I. Malcolm Burnett               1999   $637,648   $117,945   $369,959       $      - 
 President and                   1998    618,736     55,500    393,025              - 
 Chief Executive Officer         1997    474,793     44,938    258,851              - 
John A. D. Hamilton              1999    583,052     74,795    210,793              - 
 Executive Vice President        1998    527,256     48,622    230,586              - 
 Information Technology          1997    452,932     41,312    275,198              - 
Robert H. Muth                   1999    296,596    275,000      1,469        110,175 
 Chief Administrative Officer    1998    299,593    211,825      5,093         10,400 
                                 1997    231,985    135,025      4,588          9,194 
Robert B. Engel                  1999    305,192    229,800      2,495         12,208 
 Chief Banking Officer           1998    300,565    211,825      7,475         12,223 
                                 1997    204,385    122,875      5,783          7,440 
Robert M. Butcher                1999    319,846    188,025      6,724          6,400 
 Executive Vice President and    1998    313,358    173,000     12,721          6,400 
 Chief Financial Officer         1997    307,015    184,250      9,315          6,844 
--------------------------------------------------------------------------------------


Mr. Burnett and Mr. Hamilton have been seconded to the Bank by HSBC which       
pays their salary and other benefits pursuant to arrangements applicable to     
international HSBC officers.  Other Annual Compensation for Mr. Burnett         
includes $282,446, $274,164 and $147,093 for 1999, 1998 and 1997,               
respectively, received for housing allowance.  Mr. Hamilton's Other Annual      
Compensation includes a housing allowance of $73,561, $70,562 and $69,768 for   
1999, 1998 and 1997, respectively.  It also includes an education allowance of  
$118,987, $105,860 and $81,987 for 1999, 1998 and 1997, respectively, and an    
executive travel allowance of $56,472 in 1999.  Other Annual Compensation for   
the other named executives includes health and insurance benefits.              

Amounts reported as All Other Compensation include the Company's contributions  
to its 401(k) plan and a four percent credit on salary deferred under the       
Company's deferred salary plan.  Since deferred salary is not eligible for the  
company matching contributions under the 401(k) plan, salary deferrals are      
increased by four percent, which is the maximum matching contribution           
available under the 401(k) plan.  HSBC secondees to the Company do not          
participate in these benefit plans.  All Other Compensation for Mr. Muth in     
1999 also includes reimbursement of moving expenses.                            

HSBC has granted options on HSBC common stock to the named executives.          
Options were granted on March 19, 1999, exercisable beginning March 29, 2002    
conditional upon the growth in earnings per share of HSBC over the three year   
period and expiring March 19, 2009.                                             

The following table shows the estimated annual retirement benefit payable upon  
normal retirement on a straight life annuity basis to participating employees,  
including officers, in the compensation and years of service classifications    
indicated under the Company's retirement plans which cover most officers and    

81  

employees on a non-contributory basis.  The amounts shown are before            
application of social security reductions.  Years of service credited for       
benefit purposes is limited to 30 years in the aggregate.                       

                                                                [Download Table]


-----------------------------------------------------------------------------
                              Estimated Annual Retirement Benefits for       
Five Year Average             Representative Years of Credited Service       
  Compensation             15          20          25          30          35
-----------------------------------------------------------------------------
                                                                             
    $125,000         $ 36,813    $ 49,313    $ 61,813    $ 74,313    $ 74,625
     150,000           44,175      59,175      74,175      89,175      89,550
     175,000           51,538      69,038      86,538     104,038     104,475
     200,000           58,900      78,900      98,900     118,900     119,400
     225,000           66,263      88,763     111,263     133,763     134,325
     250,000           73,625      98,625     123,625     148,625     149,250
     300,000           88,350     118,350     148,350     178,350     179,100
     350,000          103,075     138,075     173,075     208,075     208,950
     400,000          117,800     157,800     197,800     237,800     238,800
     450,000          132,525     177,525     222,525     267,525     268,650
-----------------------------------------------------------------------------


The Pension Plan is a non-contributory defined benefit pension plan under       
which the Bank and other participating subsidiaries of the Company make         
contributions in actuarially determined amounts.  Compensation covered by the   
Pension Plan includes regular basic earnings (including salary reduction        
contributions to the 401(k) plan), but not incentive awards, bonuses, special   
payments or deferred salary.  The Company maintains supplemental benefit plans  
which provide for the difference between the benefits actually payable under    
the Pension Plan and those that would have been payable if certain other        
awards, special payments and deferred salaries were taken into account and if   
compensation in excess of the limitations set by the Internal Revenue Code      
could be counted.  Payments under these plans are unfunded and will be made     
out of the general funds of the Bank or other participating subsidiaries.  The  
calculation of retirement benefits is based on the highest five-consecutive     
year compensation.                                                              

Members of the Senior Management Committee of the Bank receive two times their  
normal credited service for each year and fraction thereof served as a          
committee member in determining pension and severance benefits to a maximum of  
30 years of credited service in total.  This additional service accrual is      
unfunded and payments will be made from the general funds of the Bank or other  
subsidiaries.  As of December 31, 1999, the individuals listed in the Summary   
Compensation Table, have total years of credited service in determining         
benefits payable under the plans as follows:  Mr. Engel, 19.4; Mr. Muth, 13.5;  
and Mr. Butcher, 21.7.  HSBC secondees to the Company do not participate in     
the retirement plans.                                                           

Item 12. Security Ownership of Certain Beneficial Owners and Management         

Principal Holder of Securities                                                  
The Company is 100 percent owned by HSBC North America Inc.  HSBC North         
America Inc., is an indirect wholly owned subsidiary of HSBC Holdings plc.      

Messrs. Bond, Flint, Green and Whitson are officers and directors of HSBC.      

None of the directors or executive officers owned any of the Company's common   
stock at December 31, 1999.                                                     

82  

Item 13. Certain Relationships and Related Transactions                         

Directors and officers of the Company, members of their immediate families and  
HSBC and its affiliates were customers of, and had transactions with, the       
Company, the Bank and other subsidiaries of the Company in the ordinary course  
of business during 1999.  Similar transactions in the ordinary course of        
business may be expected to take place in the future.                           

All loans to executive officers and directors and members of their immediate    
families and to HSBC and its affiliates were made on substantially the same     
terms, including interest rates and collateral, as those prevailing at the      
time for comparable transactions with other persons and did not involve more    
than normal risk of collectibility or present other unfavorable features.       

During 1999, James H. Cleave, director, served as consultant in connection      
with the transaction between HSBC and Republic and the integration of the       
operations of Republic and the Company.  For these services he received         
compensation of approximately $619,000 from the Company in 1999.                

P A R T  I V                                                                    

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K        

A                                                                               

1. and 2. Financial Statements and Schedules                                    
The following financial statements and schedules of the Company and its 
subsidiaries are included in Item 8:                                    
Report of Independent Auditors                                        
HSBC USA Inc.:                                                        
Consolidated Balance Sheet                                        
Consolidated Statement of Income                                  
Consolidated Statement of Changes in Shareholders' Equity         
Consolidated Statement of Cash Flows                              
HSBC Bank USA:                                                        
Consolidated Balance Sheet                                        
Summary of Significant Accounting Policies                            
Notes to Financial Statements                                         

3. Exhibits                                                                     
 3  a  Registrant's Restated Certificate of Incorporation and Amendments
Thereto                                                 
b  Registrant's By-Laws, as Amended to Date                     
4  Instruments Defining the Rights of Security Holders, Including     
Indentures                                                      
  Registrant has previously filed with the Commission as Exhibits to
various registration statements and periodic reports Indentures 
and other Instruments Defining the Rights of Security Holders   

 12.01  Computation of Ratio of Earnings to Fixed Charges (filed herewith)
12.02  Computation of Ratio of Earnings to Combined Fixed Charges and   
Preferred Dividends (filed herewith)                      

22  Subsidiaries of the Registrant                                      
   The Company's only significant subsidiary, as defined, is HSBC Bank
USA, a state bank organized under the laws of New York State.   
23  Consent of independent accountants                                  

83  

B                                                                               

Reports on Form 8-K                                                             

1.       On October 1, 1999 a report on Form 8-K was filed submitting Republic's
        press release dated September 30, 1999 announcing the intended further
adjournment of the special meeting of shareholders.           

2.       On October 22, 1999 a report on Form 8-K was filed submitting          
         Republic's press release dated October 22, 1999 with attached financial
  statements announcing the results for the third quarter and nine
months ended September 30, 1999.                              

3.       On November 8, 1999 a report on Form 8-K was filed submitting          
       amendments to the Transaction Agreement between Republic and HSBC and
  the Republic press release dated November 8, 1999 announcing the
agreement to proceed with the acquisition of Republic by HSBC.

4.       On January 10, 2000 a report on Form 8-K was filed announcing the      
        completion of the transaction, the merger of the Company with Republic
and the change in name to HSBC USA Inc.                       

5.       On January 10, 2000 a report on Form 8-K was filed announcing that     
         holders of the Company's 7% Subordinated Notes due 2006 should refer to
        the periodic reports filed with the Securities and Exchange Commission
       by Republic New York Corporation (File No. 1-7436), which changed its
name to "HSBC USA Inc." effective on January 3, 2000.         

6.       On March 8, 2000 a report on Form 8-K was filed providing pro forma    
financial statements relating to the merger of the Company and
Republic.                                                     

84  

S I G N A T U R E S                                                             

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange  
Act of 1934, the Registrant has duly caused this report to be signed on its     
behalf by the undersigned, thereunto duly authorized.                           

HSBC USA Inc.                                                                   
Registrant                                                                      

/s/ Philip S. Toohey                                                            
Philip S. Toohey                                                                
Senior Executive Vice President                                                 
and Secretary                                                                   

Pursuant to the requirements of the Securities Exchange Act of 1934, this       
report has been signed on March 1, 2000 by the following persons on behalf of   
the Registrant and in the capacities indicated:                                 

/s/ Robert M. Butcher                                                           

Robert M. Butcher                                                               
Senior Executive Vice President                                                 
and Chief Financial Officer                                                     
(Principal Financial Officer)                                                   

/s/ Gerald A. Ronning                                                           

Gerald A. Ronning                                                               
Executive Vice President                                                        
and Controller                                                                  
(Principal Accounting Officer)                                                  

Sal H. Alfiero* Director                                                        
John R. H. Bond*                                                                
Chairman of the Board                                                         
James H. Cleave* Director                                                       
Frances D. Fergusson* Director                                                  
Douglas J. Flint* Director                                                      
Martin J. G. Glynn* Director                                                    
Stephen K. Green* Director                                                      
Ulric Haynes, Jr.* Director                                                     
Richard A. Jalkut* Director                                                     
Bernard J. Kennedy* Director                                                    
Peter Kimmelman* Director                                                       
Charles G. Meyer, Jr.* Director                                                 
James L. Morice* Director                                                       
Youssef A. Nasr*                                                                
Director, President                                                           
and Chief Executive Officer                                                   
Jonathan Newcomb* Director                                                      
Keith R. Whitson* Director                                                      

*                                                                               
/s/ Philip S. Toohey                                                            

Philip S. Toohey                                                                
Attorney-in-fact                                                                

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REPUBLIC NEW YORK CORPORATION 
ARTICLES OF INCORPORATION 

FIRST:  THE UNDERSIGNED, STEPHEN E. GILHULEY, whose post office address is 53   
Wall Street, New York, New York 10005, being at least eighteen years of age,    
does under and by virtue of the General Laws of the State of Maryland           
authorizing the formation of corporations, as an incorporator, hereby form a    
corporation.                                                                    

SECOND:  The name of the Corporation is:                                        

REPUBLIC NEW YORK CORPORATION 

THIRD:  The Corporation shall have the following purposes and powers:           

  (1)  To acquire by purchase, subscription or otherwise, and to
receive, hold, own, guarantee, sell, assign, exchange, transfer,    
    mortgage, pledge or otherwise dispose of or deal in and with any and all
 securities; as such term is hereinafter defined, issued or created by
    any corporation, firm, organization, association or other entity, public
or private, whether formed under the laws of the United States of   
America or of any state, commonwealth, territory, dependency or     
possession thereof, or of any foreign country or of any political   
   subdivision, territory, dependency, possession or municipality thereof,
or issued or created by the United States of America or any state or
commonwealth thereof or any foreign country, or by any agency,      
    subdivision, territory, dependency, possession or municipality of any of
the foregoing, and as owner thereof to possess and exercise all the 
rights, powers and privileges of ownership, including the right to  
    execute consents and vote thereon, and to do any and all acts and things
    necessary or advisable for the preservation, protection, improvement and
enhancement in value thereof.                                       

    The term "securities" as used in these Articles of Incorporation
shall mean any and all notes, stocks, treasury stocks, bonds,       
debentures, evidences of indebtedness, certificates of interest or  
participation in any profit-sharing agreement, collateral-trust     
certificates, preorganization certificates or subscriptions,        
 transferable shares, investment contracts, voting trust certificates,
  certificates of deposit for a security, fractional undivided interests
  in oil, gas, or other mineral rights, or, in general, any interests or
   instruments commonly known as "securities", or any and all certificates
   of interest or participation in, temporary or interim certificates for,
 receipts for, guaranties of, or warrants or rights to subscribe to or
purchase, any of the foregoing.                                     

        (2)  To make, establish and maintain investments in securities, real
  estate and other property, and to supervise, manage and do any and all
   other acts and things to enhance, protect or preserve such investments.

       (3)  To engage in and carry on the business of traders, brokers and
dealers in commodities (which term as used in these Articles of     
Incorporation includes contracts for the future delivery thereof) of
   every kind, character or description whatsoever, and, whether or not in
connection therewith, to purchase, borrow, acquire, hold, exchange, 
 sell, distribute, lend, mortgage, pledge, or otherwise dispose of, or
   import or export or turn to account in any manner and generally to deal
    in or otherwise effect any and all transactions of every kind, character
or description whatsoever in or with respect to commodities and     
products, merchandise, articles of commerce, materials, personal    
property, of every kind, character or description whatsoever and any
interest therein, and instruments evidencing rights to acquire such 
    interests, to guarantee any and all obligations relating to transactions
made on any board of trade, commodities exchange, or similar        
institution, and to do any and all things which may be useful in    
connection with or incidental to the conduct of such business.      

        (4)  To cause to be organized under the laws of the United States of
America or of any state, commonwealth, territory, dependency or     
possession thereof, or of any foreign country or of any political   
   subdivision, territory, dependency, possession or municipality thereof,
 one or more corporations, firms, organizations, associations or other
 entities and to cause the same to be dissolved, wound up, liquidated,
merged or consolidated.                                             

        (5)  To create, purchase or otherwise acquire (in whole or in part),
own, and in any manner sell, transfer or otherwise dispose of       
   businesses, corporations, enterprises and other entities, and to act as
a parent company or holding company in relation to such entities.   

    (6)  To acquire by purchase or exchange, or by transfer to or by
  merger or consolidation with the Corporation or any corporation, firm,
  organization, association or other entity directly or indirectly owned
or controlled by, or under common ownership or control with, the    
Corporation, or to otherwise acquire, the whole or any part of the  
  business, good will, rights, or other assets of any corporation, firm,
    organization, association or other entity, and to undertake or assume in
connection therewith the whole or any part of the liabilities and   
   obligations thereof, to effect any such acquisition in whole or in part
 by delivery of cash or other property, including securities issued by
the Corporation, or by any other lawful means.                      

        (7)  To make loans and give other forms of credit, with or without
security, and to negotiate and make contracts and agreements in     
connection therewith.                                               

        (8)  To aid by loan, subsidy, guaranty or in any other lawful manner
any corporation directly or indirectly owning or controlling the    
    Corporation or any corporation, firm, organization, association or other
   entity of which any securities are in any manner directly or indirectly
    held by the Corporation or by any such owning or controlling corporation
    or in which the Corporation, any such owning or controlling corporation,
or any such                                                         

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86                                                                              

CONFORMED COPY                                                        9.26.73   

   corporation, firm, organization, association or entity may be or become
otherwise interested;  to guarantee the payment of dividends on any 
  stock issued by any such owning or controlling corporation or any such
 corporation, firm, organization, association or entity;  to guarantee
or, with or without recourse against any such owning or controlling 
   corporation or any such corporation, firm, organization, association or
  entity, to assume the payment of the principal of, or the interest on,
any obligations issued or incurred by such owning or controlling    
corporation or such corporation, firm, organization, association or 
 entity;  to do any and all other acts and things for the enhancement,
 protection or preservation of any securities which are in any manner,
  directly or indirectly, held, guaranteed or assumed by the Corporation
   or by any such owning or controlling corporation, and to do any and all
acts and things designed to accomplish any such purpose.            

   (9)  To borrow money for any business, object or purpose of the
    Corporation from time to time, without limit as to amount;  to issue any
    kind of indebtedness, whether or not in connection with borrowing money,
including evidences of indebtedness convertible into stock of the   
    Corporation or of any other corporation directly or indirectly owning or
 controlling the Corporation, to secure the payment of any evidence of
  indebtedness by the creation of any interest in any of the property or
rights of the Corporation, whether at that time owned or thereafter 
acquired.                                                           

        (10)  To the extent permitted by law, to render service, assistance,
counsel and advice to, and to act as representative or agent in any 
  capacity (whether managing, operating, financial, purchasing, selling,
advertising or otherwise) of, any individual, corporation, firm,    
 organization, association or other entity;  as such representative or
   agent, to develop, exploit, promote, conduct, manage, operate, improve,
   extend or liquidate any business or property, real or personal;  and to
aid, conduct, manage or operate any lawful enterprise in connection 
therewith.                                                          

(11)  To engage in any commercial, financial, mercantile,   
 industrial, manufacturing, marine, exploration, mining, agricultural,
research, licensing, servicing, or agency business not prohibited by
law, and any, some or all of the foregoing.                         

The purposes and powers specified in the foregoing paragraphs shall,  
except where otherwise expressed, be in no wise limited or restricted by        
reference to , or inference from, the terms of any other paragraph of this or   
any other Article of these Articles of Incorporation, but the purposes and      
powers specified in each of the foregoing paragraphs of this Article shall be   
regarded as independent, and construed as powers as well as objects and         
purposes.                                                                       

The Corporation shall be authorized to exercise and enjoy all of the  
powers, rights and privileges granted to, or conferred upon, corporations of a  
similar character by the General Laws of the State of Maryland now or           
hereafter in force, and the enumeration herein of any specific purposes or      
powers shall not be held to limit or restrict in any manner the exercise by     
the Corporation of any powers, rights or privileges so granted or conferred     
and shall be in addition to the general powers of corporations under the        
General Laws of the State of Maryland.                                          

FOURTH:  The post office address of the principal office of the Corporation in  
Maryland is c/o The Corporation Trust Incorporated, First Maryland Building, 25 
South Charles Street, Baltimore, Maryland 21201.  The name of the registered    
agent of the Corporation in Maryland is The Corporation Trust Incorporated, a   
corporation of the State of Maryland, and the post office address of the        
resident agent is First Maryland Building, 25 South Charles Street, Baltimore,  
Maryland 21201.                                                                 

FIFTH:  The total number of shares of all classes of capital stock which the    
Corporation shall have authority to issue is TWO THOUSAND (2,000) shares, of    
which ONE THOUSAND (1,000) shares shall be shares of Preferred Stock without par
value (hereinafter called "Preferred Stock"), and ONE THOUSAND (1,000) shares   
shall be shares of Common Stock of the par value of FIVE DOLLARS ($5.00) per    
share (hereinafter called "Common Stock") having an aggregate par value of FIVE 
THOUSAND DOLLARS ($5,000).                                                      

  Each share of Common Stock shall be equal to every other share of Common
Stock in every respect.  Subject to any exclusive voting rights which may vest  
in holders of Preferred Stock under the provisions of any series of the         
Preferred Stock fixed by the Board of Directors pursuant to authority herein    
provided, the shares of Common Stock shall entitle the holders thereof to one   
vote for each share upon all matters upon which stockholders have the right     
to vote.                                                                        

   The following is a description of the preferences, rights, voting powers,
restrictions and qualifications of the Preferred Stock of the Corporation:      

    (1)  The Board of Directors shall have authority to classify and
reclassify any unissued shares of the Preferred Stock, by fixing or 
   altering in any one or more respects from time to time before issuance,
   the preferences, rights, voting powers, restrictions and qualifications
of, the dividends on, the times and prices of redemption of, and the
     conversion rights of, such shares;  provided, that the Board of Directors
  shall not classify or reclassify any of such shares into shares of the
Common Stock.                                                       

     Subject to the foregoing, the power of the Board of Directors to classify
      and reclassify any of the shares of Preferred Stock shall include, without
limitation, subject to the provisions of the charter, authority to  
    classify or reclassify any unissued shares of such stock into a class or
classes of preferred stock, preference stock, special stock or other
  stock, and to divide and classify shares of any class into one or more
   series of such class, by determining, fixing or altering one or more of
the following:                                                      

              (a)  The distinctive designation of such class or series and the
         number of shares to constitute such class or series; provided that,
         unless otherwise prohibited by the terms of such or any other class
   or series, the number of shares of any class or series may be
decreased by the Board of Directors in connection with any
          classification or reclassification of unissued shares and the number
of shares of such class or series                         

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87                                                                              

CONFORMED COPY                                                        9.26.73   

       may be increased by the Board of Directors in connection with any
          such classification or reclassification, and any shares of any class
          or series which have been redeemed, purchased, otherwise acquired or
        converted into shares of Common Stock or any other class or series
           shall remain part of the authorized Preferred Stock and be subject to
     classification and reclassification as provided in this Article
FIFTH;                                                    

               (b)  whether or not and, if so, the rates and times at which, and
         the conditions under which, dividends shall be payable on shares of
           such class or series, whether any such dividends shall rank senior or
      junior to or on a parity with the dividends payable on any other
    class or series of Preferred Stock, and the status of any such
       dividends as cumulative or non-cumulative and as participating or
non-participating;                                        

           (c)  whether or not shares of such class or series shall have
          voting rights, in addition to any voting rights provided by law and,
if so, the terms of such voting rights;                   

           (d)  whether or not shares of such class or series shall have
 conversion or exchange privileges and, if so, the terms and
   conditions thereof, including provision for adjustment of the
        conversion or exchange rate in such events or at such times as the
Board of Directors shall determine;                       

             (e)  whether or not the shares of such class or series shall be
        subject to redemption and, if so, the terms and conditions of such
      redemption, including the date or dates upon or after which they
     shall be redeemable and the amount per share payable in case of
         redemption, which amount may vary under different conditions and at
        different redemption dates;  and whether or not there shall be any
         sinking fund or purchase account in respect thereof, and if so, the
terms thereof;                                            

              (f)  the rights of the holders of shares of such class or series
           upon the liquidation, dissolution or winding up of the affairs of, or
           upon any distribution of the assets of, the Corporation, which rights
      may vary depending upon whether such liquidation, dissolution or
           winding up is voluntary or involuntary and, if voluntary, may vary at
          different dates, and whether such rights shall rank senior or junior
        to or on a parity with such rights of any other class or series of
Preferred Stock;                                          

            (g)  whether or not there shall be any limitations applicable,
    while shares of such class or series are outstanding, upon the
payment of dividends or making of distributions on, or the
         acquisition of, or the use of moneys for purchase or redemption of,
   any stock of the Corporation, or upon any other action of the
         Corporation, including action under this paragraph, and, if so, the
terms and conditions thereof;                             

  (h)  any other preferences, rights, restrictions and
        qualifications of shares of such class or series, not inconsistent
with law and these Articles of Incorporation.             

SIXTH.  The Board of Directors is hereby empowered to authorize the issuance    
from time to time of shares of the Corporation's stock of any class, whether    
now or hereafter authorized, and securities convertible into shares of its      
stock of any class or classes, whether now or hereafter authorized, for such    
considerations as the Board of Directors may deem advisable and without any     
action by the stockholders.                                                     

SEVENTH.   The number of Directors shall be four, which number may be increased 
or decreased pursuant to the By-Laws of the Corporation but shall never be less 
than three.  The names of the persons who are to serve as Directors until the   
first annual meeting of the stockholders or until their successors are duly     
chosen and qualify are as follows:  Rene Cohen, Ernest Ginsberg, John R. Lytle  
and Peter White.                                                                

EIGHTH.   The By-Laws of the Corporation may be made, altered, amended or       
repealed by the Board of Directors.  The books of the Corporation (subject to   
the provisions of the laws of the State of Maryland) may be kept outside of     
the State of Maryland at such places as from time to time may be designated by  
the Board of Directors.                                                         

NINTH.   (1)  The Corporation shall indemnify any person who was or is a        
party or is 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 Corporation)   
by reason of the fact that he is or was a director or officer of the            
Corporation, against expenses (including attorneys' fees), judgments, fines     
and amounts paid in settlement actually and reasonably incurred by him in       
connection with such action, suit or proceeding if he acted in good faith and   
in a manner he reasonably believed to be in or not opposed to the best          
interests of the Corporation, and, with respect to any criminal action or       
proceeding, had no reasonable cause to believe his conduct was unlawful.  The   
termination of any action, suit or 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 reasonably believed to be in or not opposed to the     
best interests of the Corporation, and, with respect to any criminal action     
or proceeding, had reasonable cause to believe that his conduct was unlawful.   

       (2)  The Corporation shall indemnify any 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 Corporation to procure a judgment in   
its favor by reason of the fact that he is or was a director or officer of      
the Corporation, 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 acted in good faith and in a manner he reasonably     
believed to be in or not opposed to the best interests of the Corporation;      
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 his duty to the Corporation,     
unless and only to the extent that the court in which such action or suit was   
brought, or a court of equity in the county in which the Corporation has its    
principal office, 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                                                                

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shall deem proper.                                                              

    (3)  The Corporation may indemnify any person who is or was an employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,  
joint venture, trust or other enterprise to the extent and under the            
circumstances provided by paragraphs 1 and 2 of this Article NINTH with respect 
to a person who is or was a director or officer of the Corporation.             

  (4)  Any indemnification under paragraph 1, 2 or 3 of this Article NINTH
(unless ordered by a court)  shall be made by the Corporation 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 has met the
applicable standard of conduct set forth therein.  Such determination shall be  
made  (a)  by the Board of Directors by a majority vote of a quorum  (as defined
in the by-laws of the Corporation)  consisting of directors who were not parties
to such action, suit or proceeding, or  (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 stockholders.   

   (5)  Expenses  (including attorneys' fees)  incurred in defending a civil
or criminal action, suit or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding if authorized in the
specific case by a preliminary determination following one of the procedures set
forth in the next preceding paragraph that there is a reasonable basis for a    
belief that the director, officer, employee or agent met the applicable standard
of conduct set forth in paragraph 1 or 2 of this Article NINTH upon receipt of  
an undertaking by or on behalf of the director, officer, employee or agent      
reasonably assuring that such amount will be repaid unless it shall             
ultimately be determined that he is entitled to be indemnified by the           
Corporation as authorized in this Article NINTH.                                

     (6)  The indemnification provided by this Article NINTH shall not be deemed
exlusive of any other rights to which those seeking indemnification may be      
entitled under any statute, by-law, agreement, vote of stockholders 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.                                                               

   (7)  By action of its Board of Directors, notwithstanding any interest of
the directors in the action, the Corporation may purchase and maintain          
insurance, in such amounts as the Board of Directors deems appropriate, on      
behalf of any person who is or was a director, officer, employee or agent of    
the Corporation, or of any corporation a majority of the voting stock of which  
is owned by the Corporation, or is or was serving at the request of the         
Corporation 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 Corporation would have the power or   
would be required to indemnify him against such liability under the provisions  
of this Article NINTH or of the General Corporation Law of the State of         
Maryland.                                                                       

TENTH.  No contract or transaction between the Corporation and one or more of   
its directors or officers, or between the Corporation and any other corporation,
partnership, association or other organization of which one or more of its      
directors or officers are directors, officers or employees or in which one or   
more of its directors or officers have a financial interest, as the holder of   
anyamount of its capital stock or otherwise, shall be void or voidable or       
otherwise affected for this reason or because the director or officer is        
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction or solely because his or   
their votes are counted for such purpose;  provided, however, that in any such  
case the facts as to his relationship or interest and as to the contract or     
transaction are disclosed or are known to the Board of Directors or the         
committee thereof and the Board of Directors or committee in good faith         
specifically authorizes the contract or transaction, or the facts as to his     
relationship or interest and as to the contract or transaction are disclosed    
or are known to the stockholders entitled to vote thereon and the contract      
or transaction is specifically approved in good faith by vote of the            
stockholders.                                                                   

ELEVENTH.  No holder of shares of stock of any class or any other securities,   
whether now or hereafter authorized, shall be entitled as a matter of right to  
subscribe for or purchase or receive any stock of any class or any securities   
convertible into shares of stock of any class, or to any right of subscription  
to, or to any warrant or option for the purchase of, any thereof other than such
(if any) as the Board of Directors, in its discretion, may determine from time  
to time;  and any stock or other securities which the Board of Directors may    
determine to offer for subscription may, as the Board of Directors in its sole  
discretion shall determine, be offered to the holders of any class, series or   
type of stock or other securities at the time outstanding to the exclusion of   
the holders of any or all other classes, series or types of stock or other      
securities at the time outstanding.                                             

TWELFTH.  Notwithstanding any provision of law requiring a greater proportion   
than a majority of the votes of all classes or of any class of stock entitled to
be cast to take or authorize any action, the Corporation may take or authorize  
such action upon the concurrence of a majority of the aggregate number of the   
votes entitled to be cast thereon.                                              

THIRTEENTH.  The Corporation reserves the right from time to time to amend,     
alter, change or repeal any provision contained in these Articles of            
Incorporation, including any provision setting forth the terms or rights of any 
of its capital stock, in the manner now or hereafter authorized by statute, and 
all rights conferred upon stockholders herein are granted subject to this       
reservation.                                                                    

IN WITNESS WHEREOF, the undersigned incorporator of REPUBLIC NEW YORK           
CORPORATION has signed these Articles of Incorporation this 20th day of         
September, 1973.                                                                

                                    /s/  Stephen E. Gilhuley

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ARTICLES OF MERGER        

MERGING       

KINGS LAFAYETTE CORPORATION     
(a Corporation of the State of New York)      

INTO      

REPUBLIC NEW YORK CORPORATION     
(a Corporation of the State  of Maryland)     

FIRST.   Kings Lafayette Corporation, a corporation organized and existing      
under the laws of the State of New York  ("KLC") , and Republic New York        
Corporation, a corporation organized and existing under the laws of the State   
of Maryland  ("RNYC") ,  agree that KLC shall be merged into RNYC.  The terms   
and conditions of the merger and the mode of carrying the same into effect are  
as herein set forth in these Articles of Merger.                                

SECOND.   RNYC, a corporation organized and existing under the laws of the      
State of Maryland, shall survive the merger and shall continue under the name   
Republic New York Corporation.                                                  

THIRD.   The parties to these Articles of Merger are RNYC, a corporation        
organized and existing under the laws of the State of Maryland, and KLC, a      
corporation incorporated on the 13th day of August, 1968, under the Business    
Corporation Law of the State of New York.                                       

FOURTH.   The Articles of Incorporation of RNYC as in effect immediately prior  
to the merger shall be the Articles of Incorporation of the surviving           
corporation.                                                                    

FIFTH.   The total number of shares of stock of all classes which KLC has       
authority to issue is Two Million  (2,000,000)  shares of common stock of the   
par value of $1.00 per share, of the aggregate par value of Two Million         
Dollars  ($2,000,000).                                                          

The total number of shares of stock of all classes which RNYC has     
authority to issue is Twelve Million  (12,000,000)  shares divided into Two     
Million  (2,000,000)  shares of preferred stock without par value and Ten       
Million  (10,000,000)  shares of common stock of the par value of $5.00 per     
share, of the aggregate par value of Fifty Million Dollars  ($50,000,000).      

SIXTH.   The manner and basis of converting and exchanging the issued stock of  
the merged corporations into stock of the surviving corporation shall be as     
follows:                                                                        

(a)   Each outstanding share of common stock of the par value of $5.00
per share of RNYC shall continue to be one (1) share of common stock of the     
surviving corporation.                                                          

(b)   Each outstanding share of common stock of the par value of $1.00
per share of KLC shall be converted into one and one-tenth  (1.1)  shares of    
common stock of the surviving corporation.                                      

(c)   After the effective date of the merger, outstanding certificates
evidencing shares of common stock of the par value of $1.00 per share of KLC    
(herein sometimes referred to as the "old certificates")  shall evidence only   
the right of the holder thereof either  (i)  to receive certificates for        
shares of common stock of the surviving corporation at the applicable rate      
aforesaid upon surrender of the old certificates as hereinafter provided, or    
(ii)  to pursue his remedies as a dissenting shareholder as provided in the     
Business Corporation Law of the State of New York.  Upon the merger becoming    
effective, the surviving corporation will deliver to Manufacturers Hanover      
Trust Company, as Exchange Agent, a certificate or certificates for the         
aggregate number of shares of common stock of the surviving corporation to      
which the shareholders of KLC shall be entitled determined as provided herein.  
Each shareholder of KLC, other than a dissenting shareholder who exercises his  
rights as such, upon surrender of his old certificates to, and acceptance       
thereof by, the Exchange Agent on behalf of the surviving corporation, will     
promptly receive in exchange therefor a certificate or certificates for the     
number of whole shares of common stock of the surviving corporation to which    
he is entitled pursuant hereto.  No fractional shares of common stock of the    
surviving corporation and no scrip or fractional share certificate therefor     
shall be required to be issued or delivered hereunder, and no right to vote or  
to receive any dividend or other distribution or any other right of a           
stockholder shall attach to any fractional interest in a share of common stock  
of the surviving corporation to which any shareholder of KLC is entitled        
hereunder.  In lieu thereof, there shall be paid to each shareholder of KLC     
who would otherwise be entitled to a fractional share of common stock of the    
surviving corporation, upon surrender and acceptance of his old certificates,   
a cash adjustment in respect of his fractional interest on the basis of the     
closing price regular way of common stock of the surviving corporation on the   
New York or American Stock Exchange on the first trading day on such exchange   
after the effective date of the merger.  Upon such surrender and acceptance,    
each shareholder of KLC will promptly receive payment of any cash dividend on,  
and delivery of a certificate or certificates evidencing any shares issuable    
as a result of any stock dividend or split in respect of, the common stock of   
the surviving corporation into which his KLC shares were converted by virtue    
of the merger to the extent that such dividend or stock split was payable or    
issuable to stockholders of record of the surviving corporation on a date on    
or after the merger became effective.  The Exchange Agent shall not be          
entitled to vote or exercise any other rights of ownership with respect to the  
shares of common stock of the surviving                                         

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corporation held by it from time to time, except that it shall receive and      
hold all dividends and other distributions paid or distributed with respect to  
such shares for the account of the persons entitled to receive the same.        

SEVENTH.   The principal office of RNYC in the State of Maryland is located in  
the city of Baltimore, State of Maryland.  KLC does not own property in any     
county of the State of Maryland title to which could be affected by the         
recording of an instrument among The Land Records.                              

EIGHTH.   These Articles of Merger were duly advised by the Board of Directors  
of RNYC by the adoption on October 16, 1973 of a resolution declaring that the  
merger herein proposed was advisable substantially on the terms and conditions  
set forth in these Articles of Merger subject to approval by the stockholders   
of RNYC and were duly approved by the holders of all the issued and             
outstanding shares of common stock of RNYC, the only class of stock of RNYC     
outstanding and entitled to vote thereon, in the manner and by the vote         
required by the Articles of Incorporation of RNYC by a written consent given    
in accordance with the provisions of Section 47 of Article 23 of the Annotated  
Code of Maryland, and filed with RNYC.                                          

NINTH.   The merger to be effected by these Articles of Merger was duly         
advised and authorized and approved by KLC in the manner and by the vote        
required by the laws of the State of New York and by the charter of KLC.        

TENTH.   The following other provisions are deemed necessary to effect the      
merger:                                                                         

   (a)   Upon the effective date of the merger, the By-Laws of the surviving
corporation shall be the By-Laws of RNYC as in effect on such date until the    
same shall thereafter be altered, amended or repealed in accordance with law,   
its Articles of Incorporation and such By-Laws.                                 

   (b)   The directors of the surviving corporation upon the merger becoming
effective shall be the following persons:                                       

Albert S. Corwen        Theodore W. Kheel             
John T. DePalma         William C. MacMillen, Jr.     
Cyril S. Dwek           Wilbur M. Rabinowitz          
Morris N. Hirsch        Albert Rubenstein             
Ronald O. Gilbert       Peter White                   

 (c)   All of the obligations of RNYC under these Articles of Merger are
subject to the fulfillment, prior to or on the effective date of the merger,    
of each of the conditions set forth in Section 12 of the Bank Merger Agreement  
dated as of October 16, 1973 between Republic National Bank of New York         
("RNB") , Kings Lafayette Bank and Republic Bank, National Association, joined  
in by KLC and RNYC  (the "Bank Merger Agreement").                              

(d)   All of the obligations of KLC under these Articles of Merger are
subject to the fulfillment, prior to or on the effective date of the merger,    
of each of the conditions set forth in Section 13 of the Bank Merger            
Agreement.                                                                      

 (e)   If the Agreement dated as of October 16, 1973 between RNB and KLC
(the "Agreement")  shall have been terminated pursuant to Section 7 thereof,    
these Articles of Merger may be terminated at any time before the merger        
becomes effective by written notice by RNYC or KLC to the other, authorized     
and approved by a resolution adopted by a majority of the entire Board of       
Directors of the party giving such notice.  Upon termination as provided in     
this Article, these Articles of Merger shall be void and of no further effect   
and there shall be no liability by reason of these Articles of Merger or the    
termination thereof on the part of either RNYC, KLC or the directors,           
officers, employees, agents or stockholders or shareholders of either of them,  
except as provided in Section 1(f) of the Agreement.                            

(f)   Prior to the effective date of the merger, KLC will arrange with
RNYC for an escrow account to be established with RNYC, such account to         
consist of cash or property of KLC and to be used by RNYC as escrow agent to    
pay dissenting shareholders of KLC and all other expenses and liabilities of    
KLC as of the effective date of the merger.  Any balance remaining in such      
account after payment of such expenses and payment to dissenting shareholders   
of KLC shall be paid to RNYC.                                                   

IN WITNESS WHEREOF, Republic New York Corporation and Kings Lafayette           
Corporation, the corporations parties to the merger, have caused these          
Articles of Merger to be signed in their respective corporate names and on      
their behalf by their respective Presidents and the respective corporate seals  
to be hereunto affixed and attested by their respective Secretaries as of 16th  
day of May, l974.                                                               

                               REPUBLIC NEW YORK CORPORATION

[CORPORATE SEAL]                         By:   /s/  Peter White                 
                               (President)

Attest:                                                                         

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/s/ Ernest Ginsberg                                                   
(Secretary)                                               
                              KINGS LAFAYETTE  CORPORATION

[CORPORATE SEAL]                         By:   /s/  John T. DePalma             
                                       (President)

Attest:                                                                         
/s/ Margaret B. Bowes                                                 
(Assistant Secretary)                                                 

THE UNDERSIGNED, President of Republic New York Corporation, who executed on    
behalf of said corporation the foregoing Articles of Merger, of which this      
Certificate is made a part, hereby acknowledges, in the name and on behalf of   
said corporation, the foregoing Articles of Merger to be the corporate act of   
said corporation and further certifies that, to the best of his knowledge,      
information and belief, the matters and facts set forth therein with respect    
to the approval thereof are true in all material respects, under the penalties  
of perjury.                                                                     

                 /s/ Peter White

THE UNDERSIGNED,President of Kings Lafayette Corporation, who executed on       
behalf of said corporation the foregoing Articles of Merger, of which this      
Certificate is made a part, hereby acknowledges, in the name and on behalf of   
said corporation, the foregoing Articles of Merger to be the corporate act of   
said corporation and further certifies that, to the best of his knowledge,      
information and belief, the matters and facts set forth therein with respect    
to the approval thereof are true in all material respects, under the penalties  
of perjury.                                                                     

                     /s/ John T. DePalma

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REPUBLIC NEW YORK CORPORATION   

ARTICLES OF AMENDMENT   

Republic New York Corporation, a Maryland corporation, having its principal     
office in the City of Baltimore, State of Maryland  (hereinafter called the     
"Corporation") , hereby certifies to the State Department of Assessments and    
Taxation of Maryland that:                                                      

FIRST:  The charter of the Corporation is hereby amended by striking out the    
first paragraph of Article FIFTH of the Articles of Incorporation and           
inserting in lieu thereof the following:                                        

"FIFTH.   The total number of shares of all classes of capital stock  
which the Corporation shall have authority to issue is TWELVE MILLION 
  (12,000,000)  shares, of which TWO MILLION  (2,000,000)  shares shall be
shares of Preferred Stock without par value  (hereinafter called      
"Preferred Stock") , and TEN MILLION  (10,000,000)  shares shall be   
shares of Common Stock of the par value of FIVE DOLLARS  ($5.00)  per 
   share  (hereinafter called "Common Stock")  having an aggregate par value
of FIFTY MILLION DOLLARS  ($50,000,000)."                             

SECOND:   By unanimous written consent pursuant to Section 58 of Article 23 of  
the Annotated Code of Maryland, the Board of Directors of the Corporation on    
April 2, 1974, duly adopted a resolution in which was set forth the foregoing   
amendment to the charter, declaring that said amendment of the charter as       
proposed was advisable and directing that it be submitted for action thereon    
by the Stockholders of the Corporation at a Special Meeting of Stockholders.    

THIRD:   Notice setting forth the said amendment of the charter and stating     
that a purpose of the meeting of the Stockholders would be to take action       
thereon, was duly waived pursuant to Section 46 of Article 23 of the Annotated  
Code of Maryland by all Stockholders entitled to vote thereon.  The amendment   
of the charter of the Corporation as hereinabove set forth was approved by the  
Stockholders of the Corporation at a Special Meeting held on April 4, 1974, by  
affirmative vote of two-thirds of all the votes entitled to be cast thereon.    

FOURTH:   The amendment of the charter of the Corporation as hereinabove set    
forth has been duly advised by the Board of Directors and approved by the       
Stockholders of the Corporation.                                                

FIFTH:   (a)   The total number of shares of all classes of stock which the     
Corporation was heretofore authorized to issue is Two Thousand  (2,000)         
shares, divided into One Thousand  (1,000)  shares of Preferred Stock without   
par value and One Thousand   (1,000)  shares of Common Stock with the par       
value of Five Dollars  ($5.00)  per share having an aggregate par value of      
Five Thousand Dollars ($5,000) .                                                
  (b)   The total number of shares of all classes of stock is increased by
this amendment to Twelve Million  (12,000,000)  shares, divided into Two        
Million  (2,000,000)  shares of Preferred Stock without par value and Ten       
Million  (10,000,000)  shares of Common Stock of the par value of Five Dollars  
($5.00)  per share having an aggregate par value of Fifty Million Dollars       
($50,000,000).                                                                  
(c)   A description of each class of stock of the Corporation with the
preferences, conversion and other rights, voting powers, restrictions,          
limitations as to dividends, and qualifications, of each class of the           
authorized capital stock as increased, is set forth in the charter of the       
Corporation.                                                                    

IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these presents to  
be signed in its name and on its behalf by its President and by its Secretary   
on April 4, 1974.                                                               

                                 REPUBLIC NEW YORK CORPORATION

                                     By:    /s/  Peter White
                                           (President)

Attest:                                                                         

/s/ Ernest Ginsberg                                           
(Secretary)                                   

THE UNDERSIGNED, President of REPUBLIC NEW YORK CORPORATION, who executed on    
behalf of said Corporation the foregoing Articles of Amendment, of which this   
certificate is made a part, hereby acknowledges, in the name and on behalf of   
said Corporation, the foregoing Articles of Amendment to be the corporate act   
of said Corporation and further certifies that, to the best of his knowledge,   
information and belief, the matters and facts set forth therein with respect    
to the approval thereof are true in all material respects, under the penalties  
of perjury.                                                                     

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                                           /s/ Peter White
                                           (President)

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REPUBLIC NEW YORK CORPORATION         

ARTICLES SUPPLEMENTARY        

REPUBLIC NEW YORK CORPORATION, a Maryland corporation having its principal      
Maryland office in the City of Baltimore, State of Maryland (hereinafter        
called the "Corporation"), hereby certifies to the State Department of          
Assessments and Taxation of Maryland that:                                      

FIRST:   Pursuant to authority expressly vested in the Board of Directors of    
the Corporation by Article FIFTH of the charter of the Corporation, the Board   
of Directors has duly divided and classified 2,000,000 shares of the Preferred  
Stock of the Corporation into a series designated $2.125 Cumulative Preferred   
Stock and has provided for the issuance of such series.                         

SECOND:  The terms of the $2.125 Cumulative Preferred Stock as set by the       
Board of Directors are as follows:                                              

1.  $2.125 Cumulative Preferred Stock:  2,000,000 shares of Preferred 
Stock of the Corporation, without par value, are hereby constituted as the      
original number of shares of a series of Preferred Stock designated as $2.125   
Cumulative Preferred Stock (hereinafter sometimes called the "Series A          
Stock").  The term "Articles of Incorporation" when used herein shall include   
all articles or certificates filed pursuant to law with respect to any series   
of the Preferred Stock.                                                         

 2.  Dividends:   The holders of the Series A Stock shall be entitled to
receive, but only when and as declared by the Board of Directors out of funds   
legally available for the purpose, cash dividends at the rate of $2.125 per     
share per annum, and no more, payable quarterly on the first day of January,    
April, July and October of each year.  Such dividends shall be payable from,    
and shall be cumulative from, the date of original issue of each share, so      
that if in any quarterly dividend period (being the period between such         
dividend payment dates) dividends at the rate of $2.125 per share per annum     
shall not have been declared and paid or set apart for payment on all           
outstanding shares of Series A Stock for such quarterly dividend period and     
all preceding quarterly dividend periods from and after the first day from      
which dividends are cumulative, then the aggregate deficiency shall be          
declared and fully paid or set apart for payment, but without interest, before  
(i)  any dividends or other distributions (excluding dividends paid in shares   
of, or options, warrants or rights to subscribe for or purchase shares of,      
Common Stock of the Corporation) shall be declared and paid or set apart for    
payment on the Common Stock or on any other capital stock of the Corporation    
ranking junior to the Series A Stock with respect to the payment of dividends,  
or (ii)  the Corporation shall purchase, redeem or otherwise acquire any        
shares of Preferred Stock or any shares of capital stock of the Corporation     
ranking on a parity with or junior to the Series A Stock with respect to the    
payment of dividends.                                                           

3.  Voting Rights:   (i)  The holders of the Series A Stock shall have
the voting power and rights set forth and referred to in this paragraph 3 and   
in paragraph 7, and shall have no other voting power or rights except as        
otherwise from time to time required by law.                                    

       (ii)  Whenever dividends on the Series A Stock shall be unpaid as a
whole or in part for six consecutive dividend periods, then at the annual       
meeting of stockholders next following omission of the sixth successive         
dividend or any part thereof and at any annual meeting thereafter and at any    
meeting called for the election of Directors, until all dividends accumulated   
on the Series A Stock have been paid or declared and a sum sufficient for       
payment has been set aside, the holders of the Series A Stock, either alone or  
together with the holders of one or more other cumulative series of the         
Preferred Stock at the time outstanding which are granted such voting right,    
voting as a class, shall be entitled, to the exclusion of the holders of one    
or more other series or classes of stock, to vote for and elect two members of  
the Board of Directors of the Corporation, and the holders of Common Stock      
together with the holders of any series or class or classes of stock of the     
Corporation having general voting rights and not then entitled to elect two     
members of the Board of Directors pursuant to this paragraph 3 to the           
exclusion of the holders of all series then so entitled, shall be entitled to   
vote and elect the balance of the Board of Directors.  In  such case the Board  
of Directors of  the Corporation shall, as of the date of the annual meeting    
of stockholders aforesaid, be increased by two Directors.  The rights of the    
Series A Stock to participate (either alone or together with the holders of     
one or more other cumulative series of Preferred Stock at the time outstanding  
which are granted such voting right) in the exclusive election of two members   
of the Board of Directors of the Corporation pursuant to this paragraph 3       
shall continue in effect until cumulative dividends have been paid in full or   
declared and set apart for payment on the Series A Stock.  At elections for     
such Directors, each holder of Series A Stock shall be entitled to one vote     
for each share held.  The holders of Series A Stock shall have no right to      
cumulate such shares  in voting for the election of Directors.  At the annual   
meeting of stockholders, next following the termination (by reason of the       
payment of all accumulated and defaulted dividends on such stock or provision   
for the payment thereof by declaration and setting apart thereof) of the        
exclusive voting power pursuant to this paragraph 3 of the holders of Series A  
Stock and the holders of all other cumulative series which shall have been      
entitled to vote for and elect such two members of the Board of Directors of    
the Corporation, the terms of office of all persons who may have been elected   
Directors of the Corporation by vote of such holders shall terminate and the    
two vacancies created pursuant to this paragraph 3 to accommodate the           
exclusive right of election conferred hereunder shall thereupon be eliminated   
and the Board of Directors shall be decreased by two Directors.                 

       (iii)  So long as any shares of Series A Stock remain  outstanding,
the consent of the holders of at least two-thirds of the shares of the Series   
A Stock outstanding at the time given in person or by proxy, either in writing  
or at any special or annual meeting called for the purpose, shall be necessary  
to permit, effect or validate any one or more of the following:                 

            (a)  The authorization, creation or issuance, or any
increase in the authorized or issued amount, of any class or series of stock    
(including any class or series of Preferred Stock) ranking prior (as that term  
is defined in paragraph 5) to the Series A Stock, or                            

                  (b)  The authorization , creation or issuance of any class
or series of stock (including any class or series of Preferred Stock) which     
ranks on a parity with the Series A Stock unless the Articles Supplementary or  
other provisions of the charter creating or authorizing such class or series    
shall provide that if in any case the stated dividends or amounts payable on    
liquidation are not paid in full on the Series A Stock and all outstanding      
shares of stock ranking on a parity (as that term is defined in paragraph 5)    
with the Series A Stock (the Series A Stock and all such other stock being      
herein called "Parity Stock"), the shares of all Parity Stock shall share       
ratably in the payment of dividends, including accumulations (if any) in        
accordance with the sums which would be payable on all Parity Stock if all      
dividends in respect of all shares of Parity Stock were paid in full, and on    
any distribution of assets upon liquidation ratably in accordance with the      
sums which would be payable in respect of all shares of Parity Stock if all     
sums payable were discharged in full, or                                        

            (c)  The amendment, alteration or repeal, whether by
merger, consolidation or otherwise, of any of the provisions of the charter of  
the Corporation including these Articles Supplementary which would materially   
and adversely affect any right, preference, privilege or voting power of the    
Series A Stock or of the holders thereof; provided, however, that any increase  
in the amount of authorized Preferred Stock or Series A Stock or the creation   
and issuance of other series of Preferred Stock, in each case ranking on a      
parity with or junior to the Series A Stock with respect to the payment of      
dividends and the distribution of assets upon liquidation, shall not be deemed  
to materially and adversely affect such rights, preferences, privileges or      
voting powers.                                                                  

                The foregoing voting provision shall not apply if, at or
prior to the time when the act with respect to which such vote would otherwise  
be required shall be effected, all outstanding shares of the Series A Stock     
shall have been redeemed or sufficient funds shall have been deposited in       
trust in accordance with paragraph 5 to effect such redemption.                 

   4.  Liquidation:   Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of the Series A      
Stock shall have preference and priority over the Common Stock for payment out  
of the assets of the Corporation or proceeds thereof, whether from capital or   
surplus, of $25 per share (the "liquidation value") together with the amount    
of any dividends accrued and unpaid thereon, and after such payment the holders 
of Series A Stock shall be entitled to no other payments. If, in such case, the 
assets of the Corporation or proceeds thereof shall                             

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be insufficient to make the full liquidating payment of $25 per share and       
accrued and unpaid dividends on the Series A Stock and liquidating payments on  
any other outstanding series of Parity Stock (including accrued and unpaid      
dividends, if any), then such assets and proceeds shall be distributed among    
the holders of the Series A Stock and any other outstanding series of Parity    
Stock ratably in accordance with the respective amounts which would be payable  
on all series of Parity Stock (including accrued and unpaid dividends,  if any) 
if all such liquidating amounts payable were paid in full.  A consolidation or  
merger of the Corporation with or into any other corporation or corporations    
or a sale, whether for cash, shares of stock, securities or properties, of all  
or substantially all or any part of the assets of the Corporation shall not be  
deemed or construed to be a liquidation, dissolution or winding up of the       
Corporation.                                                                    

5.   Redemption:   Subject to the restriction set forth in the next   
paragraph, the Series A Stock may be redeemed, at the option of the             
Corporation, as a whole or in part, at any time or from time to time, at the    
following optional redemption prices (but not less than $25 per share) during   
the 12 months' period ending September 30 of the years indicated below, in      
each case plus accrued and unpaid dividends to the date of redemption:          

                                                                [Download Table]


                                                                           
1978 .. $27.125     1983 .. $26.594     1988 .. $26.063     1993 .. $25.531
1979 ..  27.019     1984 ..  26.488     1989 ..  25.956     1994 ..  25.425
1980 ..  26.913     1985 ..  26.381     1990 ..  25.850     1995 ..  25.319
1981 ..  26.806     1986 ..  26.275     1991 ..  25.744     1996 ..  25.213
1982 ..  26.700     1987 ..  26.169     1992 ..  25.638     1997 ..  25.106
                                                            and thereafter 
                                                              at $25.00    


   The Corporation, however, shall not have the right under this paragraph 5
to redeem any of the Series A Stock as part of a refunding operation prior to   
October 1, 1982 by the application of moneys borrowed or from proceeds from     
the sale of stock ranking prior to or on a parity with, as to dividends or the  
distribution of assets upon liquidation, the Series A Stock, if such moneys     
borrowed have an annual interest cost to the Corporation (calculated without    
any consideration of income tax effect), or such stock has a dividend cost to   
the Corporation (so calculated), less than the annual dividend rate of the      
Series A Stock.  Any class or classes of stock of the Corporation shall be      
deemed to rank                                                                  

(i)  prior to the Series A Stock as to dividends or as to   
  distribution of assets if the holders of such class 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 the Series A Stock; and                             

      (ii)  on a parity with the Series A Stock as to dividends or as to
distribution of assets, whether or not the dividend rates, dividend   
 payment dates, or redemption or liquidation prices per share thereof be
  different from those of the Series A Stock, if the holders of such class
of stock and the Series A 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 rates or liquidation prices, without preference or priority one
over the other.                                                       

        The Series A Stock is also subject to redemption and may be redeemed
on and after October 1, 1988, through the operation of the Sinking Fund as      
hereinafter provided in paragraph 6.                                            

       At the option of the Corporation, shares of Series A Stock redeemed
or otherwise acquired (including sinking fund acquisitions) may be restored to  
the status of authorized but unissued shares of Preferred Stock.                

       In the case of any redemption, the Corporation shall give notice of
such redemption to the holders of the Series A Stock to be redeemed in the      
following manner:  a notice specifying the shares to be redeemed and the time   
and place of redemption (and, if less than the total outstanding shares are to  
be redeemed, specifying the certificate numbers and number of shares to be      
redeemed) shall be mailed by first class mail, addressed to the holders of      
record of the Series A Stock to be redeemed at their respective addresses as    
the same shall appear upon the books of the Corporation, not more than 60 days  
and not less than 30 days previous to the date fixed for redemption.  In the    
event such notice is not given to any stockholder such failure to give notice   
shall not affect the notice given to other stockholders.  If less than the      
whole amount of outstanding Series A Stock is to be redeemed, the shares to be  
redeemed shall be selected by lot or pro rata in any  manner determined by      
resolution of the Board of Directors to be fair and proper.  From and after     
the date fixed in any such notice as the date of redemption (unless default     
shall be made by the Corporation in providing moneys at the time and place of   
redemption for the payment of the redemption price) all dividends upon the      
Series A Stock so called for redemption shall cease to accrue, and all rights   
of the holders of said Series A Stock as stockholders in the Corporation,       
except the right to receive the redemption price plus dividends accrued and     
unpaid to the date of redemption (without interest) upon surrender of the       
certificate representing the Series A Stock so called for redemption, duly      
endorsed for transfer, if required, shall cease and terminate.  The             
Corporation's obligation to provide moneys in accordance with the preceding     
sentence shall be deemed fulfilled if, on or before the redemption date, the    
Corporation shall deposit with a bank or trust company (which may be an         
affiliate of the Corporation) having an office in the Borough of Manhattan,     
City of New York, having a capital and surplus of at least $50,000,000, funds   
necessary for such redemption, in trust, with irrevocable instructions that     
such funds be applied to the redemption of the shares of Series A Stock so      
called for redemption.  Any interest accrued on such funds shall be paid to     
the Corporation from time to time.  Any funds so deposited and unclaimed at     
the end of 6 years from such redemption date shall be released or repaid to     
the Corporation, after which the holders of such shares of Series A Stock so    
called for redemption shall look only to the Corporation for payment of the     
redemption price.                                                               

  6.   Sinking Fund:   As and for a sinking fund for the redemption of the
Series A Stock, the Corporation shall set aside in trust, when and as           
appropriated by the Board of Directors out of funds legally available for the   
purpose, on or before the next business day preceding October 1 in each of the  
years 1988 to 2007, inclusive, as a sinking fund payment, an amount in cash     
sufficient to redeem on each such October 1,  100,000 shares of Series A        
Stock; each such sinking fund payment shall (and, at the Corporation's option,  
each additional sinking fund payment provided for by the second succeeding      
sentence may) be applied on October 1 to the redemption of Series A Stock at    
the redemption price of $25 per share, plus an amount equal to the dividends    
accrued and unpaid on such shares to the date of redemption.  The sinking fund  
payments provided for in the preceding sentence shall be cumulative.            
Concurrently with the making of each annual sinking fund payment provided for   
in the next preceding  sentence, the Corporation may, at its option, make an    
additional payment in cash (the "Additional Payment") sufficient to redeem up   
to an additional 100,000 shares of Series A Stock at the redemption price of    
$25 per share plus accrued and unpaid dividends to the date of redemption; the  
right of the Corporation to make such an Additional Payment in each year shall  
be non-cumulative and to the extent not exercised in any year shall terminate.  
Any sinking fund payments required by the first sentence of this paragraph 6    
shall be subject to decrease, at the election of the Corporation, by the        
application in satisfaction of all or part of such sinking fund payment of      
shares of Series A Stock theretofore redeemed either pursuant to paragraph 5    
or pursuant to any Additional Payment or otherwise acquired by the              
Corporation, provided such shares have not been applied in reduction of any     
prior sinking fund payment.                                                     

Notice of redemption, the manner of selection of shares to be redeemed
and the effect of depositing in trust funds for the redemption of such shares   
shall be as set forth in paragraph 5.                                           
If the Board of Directors should for any reason fail to appropriate   
sinking fund payments for 100,000 shares in each year starting in 1988 (or      
otherwise redeem 100,000 shares annually by crediting shares voluntarily        
redeemed or otherwise acquired) then the Board of Directors may not thereafter  
(i)  pay any dividends or make any other distribution (excluding dividends      
paid in shares of, or options, warrants or rights to subscribe for or purchase  
shares of, Common Stock of the Corporation) on the Common Stock or any other    
capital stock of the Corporation ranking on a parity with or junior to the      
Series A Stock with respect to the payment of dividends or the distribution of  
assets on liquidation  or  (ii)  purchase, redeem or otherwise acquire any      
shares of capital stock of the Corporation ranking junior to the Series A       
Stock with respect to the payment of dividends or the distribution of assets    
on liquidation.                                                                 

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7.   Limitation on Merger and Sale of Assets and on Disposition of the
Voting Stock of the Bank:  So long as any shares of Series A Stock remain       
outstanding, the Corporation shall not, without the affirmative vote or         
consent of the holders of at least a majority of the votes of all Parity Stock  
entitled to vote outstanding at the time, given in person or by proxy, either   
in writing or by resolution adopted at a meeting at which the holders of        
Series A Stock (alone or together with the holders of one or more other series  
of Parity Stock at the time outstanding and entitled to vote) vote separately   
as a class,  (a)  directly or indirectly, sell, transfer or otherwise dispose   
of, or permit Republic National Bank of New York (the "Bank") or any other      
subsidiary of the Corporation, to issue, sell, transfer or otherwise dispose    
of any shares of voting stock of the Bank, or securities convertible into or    
options, warrants or rights to acquire voting stock of the Bank, unless after   
giving effect to any such transaction the Bank remains a Controlled Subsidiary  
(as hereinafter defined) of the Corporation or of a Qualified Successor         
Company (as hereinafter defined);  (b)  merge or consolidate with, or convey    
substantially all of its assets to any person or corporation unless the entity  
surviving such merger or consolidation is the Corporation or a Qualified        
Successor Company or the transferee of such assets is a Qualified Successor     
Company;  or  (c)  permit the Bank to merge, consolidate with, or convey        
substantially all of its assets to any person or corporation unless the entity  
surviving such merger or consolidation or the transferee of such assets is a    
Controlled Subsidiary of the Corporation or of a Qualified Successor Company,   
except in each case as may be required to comply with applicable law,           
including without limitation any court or regulatory order.  The term           
"Qualified Successor Company" shall mean a corporation (or other similar        
organization or entity whether organized under or pursuant to the laws of the   
United States or any state thereof or of another jurisdiction) which  (i)  is   
or is required to be a registered bank holding company under the United States  
Bank Holding Company Act of 1956, as amended, or any successor legislation,     
(ii)  issues to the holders of the Series A Stock in exchange for the Series A  
Stock shares of preferred stock having at least the same relative rights and    
preferences as the Series A Stock (the "Exchanged Stock"),  (iii)  immediately  
after such transaction has not outstanding or authorized any class of stock or  
equity securities ranking prior to the Exchanged Stock with respect to the      
payment of dividends or the distribution of assets upon liquidation, and  (iv)  
holds, as a Controlled Subsidiary or Subsidiaries either the Bank or one or     
more other banking corporations which, collectively, immediately after such     
transaction hold substantially all of the assets and liabilities which the      
Bank held immediately prior to such transaction (which may be in addition to    
other assets and liabilities acquired in such transaction).  "Controlled        
Subsidiary" shall mean any corporation at least 80% of the outstanding shares   
of voting stock of which shall at the time be owned directly or indirectly by   
the Corporation or a Qualified Successor Company.  In connection with the       
exercise of the voting rights contained in this paragraph 7, holders of all     
series of Parity Stock which are granted such voting rights (of which the       
Series A Stock is the initial series) shall vote as a class, and each holder    
of Series A Stock shall have one vote for each share of stock held and each     
other series shall have such number of votes, if any, for each share of stock   
held as may be granted to them.                                                 

   The foregoing voting provisions will not apply if, in connection with the
matter specified, provision is made for the redemption or retirement of all     
outstanding Series                                                              
A Stock.                                                                        

   8.   Parity Stock:   So long as any shares of Series A Stock shall remain
outstanding, in case the stated dividends or amounts payable on liquidation     
are not paid in full with respect to all outstanding shares of Parity Stock,    
all such shares shall share ratably in the payment of dividends, including      
accumulations (if any) in accordance with the sums which would be payable in    
respect of all outstanding shares of Parity Stock if all dividends were paid    
in  full, and in any distribution of assets upon liquidation, ratably in        
accordance with the sums which would be payable in respect of all outstanding   
Parity Stock if all sums payable were discharged in full.                       

9.   For the Purposes Hereof:                                         

 (i)  The term "outstanding", when used in reference to shares of stock,
shall mean issued shares, excluding shares held by the Corporation and shares   
called for redemption pursuant to either paragraph 5 or paragraph 6, funds for  
the redemption of which shall have been deposited in trust pursuant to either   
paragraph 5 or paragraph 6.                                                     

   (ii)  The amount of dividends "accrued" on any share of Series A Stock as
at any quarterly dividend payment date shall be deemed to be the amount of any  
unpaid  dividends accumulated thereon to and including the end of the day       
preceding such quarterly dividend date, whether or not earned or declared; and  
the amount of dividends "accrued" on any share of Series A Stock as at any      
date other than a quarterly dividend payment date shall be calculated as the    
amount of any unpaid dividends accumulated thereon to and including the end of  
the day preceding the last preceding quarterly dividend payment date, whether   
or not earned or declared, plus an amount equivalent to dividends on the        
liquidation value of such share at the annual dividend rate fixed for such      
share for the period after the end of the day preceding such last preceding     
quarterly dividend payment date to and including the date as of which the       
calculation is made.                                                            

IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these    
presents to be signed in its name and on its behalf by its President and its    
corporate seal to be hereunto affixed and attested by its Secretary, and the    
said officers of the Corporation further acknowledged said instrument to be     
the corporate act of the Corporation and stated under the penalties of perjury  
that to the best of their knowledge, information and belief the matters and     
facts therein set forth with respect to approval are true in all material       
respects, all on October 6, 1977.                                               

                                 REPUBLIC NEW YORK CORPORATION

                         By:   /s/ Peter White
Attest:                                           (President)                   

/s/ Ernest Ginsberg                                                   
(Secretary)                                                 

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REPUBLIC NEW YORK CORPORATION     

ARTICLES OF AMENDMENT     

Republic New York Corporation, a Maryland corporation, having its principal     
office in the City of Baltimore, State of Maryland (hereinafter called the      
"Corporation"), hereby certifies to the State Department of Assessments and     
Taxation of Maryland that:                                                      

FIRST:  The charter of the Corporation is hereby amended by striking out the    
first paragraph of Article FIFTH of the Articles of Incorporation and           
inserting in lieu there of the following:                                       

"FIFTH.   The total number of shares of all classes of capital stock  
  which the Corporation shall have authority to issue is SEVENTEEN MILLION
 (17,000,000) shares of which SEVEN MILLION  (7,000,000) shares shall be
shares of Preferred Stock without par value  (hereinafter called      
"Preferred Stock") , and TEN MILLION  (10,000,000)  shares shall be   
shares of Common Stock of the par value of FIVE DOLLARS  ($5.00)  per 
  share (hereinafter called "Common Stock")  having an aggregate par value
of FIFTY MILLION DOLLARS  ($50,000,000)."                             

SECOND:  The Board of Directors of the Corporation on January 17, 1978 at a     
duly convened meeting thereof duly adopted a resolution in which was set forth  
the foregoing amendment to the charter, declaring that said amendment of the    
charter as proposed was advisable and directing that it be submitted for        
action thereon by the Stockholders of the Corporation at the Annual Meeting     
thereof to be held on April 20, 1978.                                           

THIRD:  Notice setting forth the said amendment of the charter and stating      
that a purpose of the Annual Meeting of the Stockholders would be to take       
action thereon, was duly given pursuant to Section 2-504 of the Corporations    
and Associations Article of the Annotated Code of Maryland to all Stockholders  
entitled to vote thereon.  The amendment of the charter of the Corporation as   
hereinabove set forth was approved by the Stockholders of the Corporation at    
the Annual Meeting held on April 20, 1978, by affirmative vote of two-thirds    
of all the votes entitled to be cast thereon.                                   

FOURTH:  The amendment of the charter of the Corporation as hereinabove set     
forth has been duly advised by the Board of Directors and approved by the       
Stockholders of the Corporation.                                                

FIFTH:  (a)  As of immediately before this amendment, the total number of       
shares of all classes of stock which the Corporation was authorized to issue    
is Twelve Million (12,000,000) shares, divided into Two Million (2,000,000)     
shares of Preferred Stock without par value and Ten Million (10,000,000)        
shares of Common Stock with the par value of Five Dollars ($5.00) per share     
having an aggregate par value of Fifty Million Dollars ($50,000,000).           

(b)  As amended, the total number of shares of all classes of stock   
which the Corporation has authority to issue is Seventeen Million (17,000,000)  
shares, divided into Seven Million (7,000,000) shares of Preferred Stock        
without par value and Ten Million (10,000,000) shares of Common Stock of the    
par value of Five Dollars ($5.00) per share having an aggregate par value of    
Fifty Million Dollars ($50,000,000).                                            

(c)  A description of each class of stock of the Corporation with the 
preferences, conversion and other rights, voting powers, restrictions,          
limitations as to dividends, qualification and terms and conditions of          
redemption, of each class of the authorized capital stock as increased, is set  
forth in the charter of the Corporation, and such description has not been      
changed by the amendment of the charter of the Corporation herein set forth.    

IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these present to   
be signed in its name and on its behalf by its President and witnessed by its   
Secretary on April 20, 1978.                                                    

                                             REPUBLIC NEW YORK CORPORATION

                                      By:    /s/ Peter White
                                             (President)

Witnessed:                                                                      

/s/ Ernest Ginsberg                                 
(Secretary)                                         

THE UNDERSIGNED, President of REPUBLIC NEW YORK CORPORATION, who executed on    
behalf of said Corporation the foregoing Articles of Amendment, of which this   
certificate is made a part, hereby acknowledges, in the name and on behalf of   
said Corporation, the foregoing Articles of Amendment to be the corporate act   
of said Corporation and further certifies that, to the best of his knowledge,   
information and belief, the matters and facts set forth therein with respect    
to the approval thereof are true in all material respects, under the penalties  
of perjury.                                                                     

                                             /s/ Peter White
                                         (President)

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REPUBLIC NEW YORK CORPORATION     

ARTICLES OF AMENDMENT     

Republic New York Corporation, a Maryland corporation, having its principal     
office in the City of Baltimore, State of Maryland (hereinafter called the      
"Corporation"), hereby certifies to the State Department of Assessments and     
Taxation of Maryland that:                                                      

FIRST:  The charter of the Corporation is hereby amended by striking out the    
first paragraph of Article FIFTH of the Articles of Incorporation and           
inserting in lieu thereof the following                                         

   "FIFTH.  The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue is FIFTY-SEVEN MILLION  
 (57,000,000) shares, of which SEVEN MILLION (7,000,000) shares shall be
shares of Preferred Stock without par value  (hereinafter called      
"Preferred Stock") , and FIFTY MILLION (50,000,000) shares shall be   
   shares of Common Stock of the par value of FIVE DOLLARS ($5.00) per share
  (hereinafter called "Common Stock") having an aggregate par value of TWO
HUNDRED FIFTY MILLION DOLLARS ($250,000,000)".                        

SECOND:  The Board of Directors of the Corporation, by unanimous written        
consent dated July 10, 1980, duly adopted a resolution in which was set forth   
the foregoing amendment to the charter, declaring that said amendment of the    
charter as proposed was advisable and directing that it be submitted for        
action thereon by the Stockholders of the Corporation at a Special Meeting      
thereof to be held on August 1, 1980.                                           

THIRD:  Notice, setting forth the said amendment of the charter and stating     
that the purpose of the Special Meeting of the Stockholders, called thereby,    
would be to take action thereon, was duly given pursuant to Section 2-504 of    
the Corporation and Associations Articles of the Annotated Code of Maryland to  
all Stockholders entitled to vote thereon.  The amendment of the charter of     
the Corporation as hereinabove set forth was approved by the Stockholders of    
the Corporation at a Special Meeting held on August 1, 1980, by affirmative     
vote of a majority of all the votes entitled to be cast thereon as permitted    
by the charter of the Corporation.                                              

FOURTH:  (a)  As of immediately before this amendment, the total shares of all  
classes of stock which the Corporation was authorized to issue is Seventeen     
Million (17,000,000) shares, divided into Seven Million (7,000,000) shares of   
Preferred Stock without par value and Ten Million (10,000,000) shares of        
Common Stock with the par value of Five Dollars ($5.00) per share having an     
aggregate par value of Fifty Million Dollars ($50,000,000).                     

 (b)  As amended, the total number of shares of all classes of stock
which the Corporation has authority to issue is Fifty-seven Million             
(57,000,000) shares, divided into Seven Million (7,000,000) shares of           
Preferred Stock without par value and Fifty Million (50,000,000) shares of      
Common Stock of the par value of Five Dollars ($5.00) per share having an       
aggregate par value of Two Hundred Fifty Million Dollars ($250,000,000).        

   (c)  A description of each class of stock of the Corporation with the
preferences, conversion and other rights, voting powers, restrictions,          
limitations as to dividends, qualification and terms and conditions of          
redemption, of each class of the authorized capital stock as increased, is set  
forth in the charter of the Corporation, and such description has not been      
changed by the amendment of the charter of the Corporation herein set forth.    

IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these present to   
be signed in its name and on its behalf by a Senior Vice President and          
witnessed by an Assistant Secretary on August 1, 1980.                          

                                           REPUBLIC NEW YORK CORPORATION

                                       By:   /s/ Ernest Ginsberg
                                             (Senior Vice President)

Witnessed:                                                                      

/s/ William F. Rosenblum Jr.                                          
(Assistant Secretary)                                       

THE UNDERSIGNED, a Senior Vice President of REPUBLIC NEW YORK CORPORATION, who  
executed on behalf of said Corporation the foregoing Articles of Amendment, of  
which this certificate is made a part, hereby acknowledges, in the name and on  
behalf of said Corporation, the foregoing Articles of Amendment to be the       
corporate act of said Corporation and further certifies that, to the best of    
his knowledge, information and belief, the matters and facts set forth therein  
with respect to the approval thereof are true in all material respects, under   
the penalties of perjury.                                                       

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                                             /s/ Ernest Ginsberg
                                             (Senior Vice President)

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REPUBLIC NEW YORK CORPORATION     

ARTICLES SUPPLEMENTARY      

REPUBLIC NEW YORK CORPORATION, a Maryland corporation having its principal      
Maryland office in the City of Baltimore, State of Maryland (hereinafter        
called the "Corporation"), hereby certifies to the State Department of          
Assessments and Taxation of Maryland that:                                      

FIRST:  Pursuant to authority expressly vested in the Board of Directors of     
the Corporation by Article FIFTH of the charter of the Corporation, the Board   
of Directors has duly divided and classified 1,000,000 shares of the Preferred  
Stock of the Corporation into a series designated $3.125 Cumulative Preferred   
Stock and has provided for the issuance of such series.                         

SECOND:  The terms of the $3.125 Cumulative Preferred Stock as set by the       
Finance Committee of the Board of Directors pursuant to authority duly          
delegated by the Board of Directors are as follows:                             

1.  $3.125 Cumulative Preferred Stock:  1,000,000 shares of Preferred 
Stock of the Corporation, without par value, are hereby constituted as the      
original number of shares of a series of Preferred Stock designated as $3.125   
Cumulative Preferred Stock (hereinafter sometimes called the "Series B          
Stock").  The term "Articles of Incorporation" when used herein shall include   
all articles or certificates filed pursuant to law with respect to any series   
of the Preferred Stock.                                                         

 2.  Dividends:   The holders of the Series B Stock shall be entitled to
receive, but only when and as declared by the Board of Directors out of funds   
legally available for the purpose, cash dividends at the rate of $3.125 per     
share per annum, and no more, payable quarterly on the first day of January,    
April, July and October of each year, with the first such dividend being        
payable January 1, 1981.  Such dividends shall be payable from, and shall be    
cumulative from, the date of original issue of each share, so that if in any    
quarterly dividend period (being the period between such dividend payment       
dates or, in the case of the first such period, from the date of original       
issue to January 1, 1981) dividends at the rate of $3.125 per share per annum   
shall not have been paid or declared and set apart for payment on all           
outstanding shares of Series B Stock for such quarterly dividend period and     
all preceding quarterly dividend periods from and after the first day from      
which dividends are cumulative, then the aggregate deficiency shall be          
declared and fully paid or set apart for payment, but without interest, before  
(i)  any dividends or other distributions (excluding dividends paid in shares   
of, or options, warrants or rights to subscribe for or purchase shares of,      
Common Stock of the Corporation) shall be declared and paid or set apart for    
payment on the Common Stock or on any other capital stock of the Corporation    
ranking junior to the Series B Stock with respect to the payment of dividends,  
or (ii)  the Corporation shall purchase, redeem or otherwise acquire any        
shares of Preferred Stock or any shares of capital stock of the Corporation     
ranking on a parity with or junior to the Series B Stock with respect to the    
payment of dividends; provided , however, that any moneys set aside in trust    
as a sinking fund payment for any series of Preferred Stock pursuant to the     
resolutions providing for the issue of shares of such series may thereafter be  
applied to the purchase or redemption of Preferred Stock of such series         
whether or not at the time of such application full cumulative dividends upon   
the outstanding Series B Stock shall have been paid or declared and set apart   
for payment.                                                                    

3.  Voting Rights:   (i)  The holders of the Series B Stock shall have
the voting power and rights set forth and referred to in this paragraph 3 and   
in paragraph 6, and shall have no other voting power or rights except as        
otherwise from time to time required by law.                                    

       (ii)  Whenever dividends on the Series B Stock shall be unpaid as a
whole or in part for six consecutive quarterly dividend periods, then at the    
annual meeting of stockholders next following omission of the sixth successive  
quarterly dividend or any part thereof and at any annual meeting thereafter     
and at any meeting called for the election of Directors, until all dividends    
accumulated on the Series B Stock have been paid or declared and a sum          
sufficient for payment has been set aside, the holders of the Series B Stock,   
either alone or together with the holders of one or more other cumulative       
series of the Preferred Stock at the time outstanding which are granted such    
voting rights, voting as a class, shall be entitled, to the exclusion of the    
holders of one or more other series or classes of stock having general voting   
rights,  to vote for and elect two members of the Board of Directors of the     
Corporation, and the holders of Common Stock together with the holders of any   
series or class or classes of stock of the Corporation having general voting    
rights and not then entitled to elect two members of the Board of Directors     
pursuant to this paragraph 3 to the exclusion of the holders of all series      
then so entitled, shall be entitled to vote and elect the balance of the Board  
of Directors.  In  such case the Board of Directors of  the Corporation shall,  
as of the date of the annual meeting of stockholders aforesaid, be increased    
by two Directors.  The rights of the Series B Stock to participate (either      
alone or together with the holders of one or more other cumulative series of    
Preferred Stock at the time outstanding which are granted such voting rights)   
in the exclusive election of two members of the Board of Directors of the       
Corporation pursuant to this paragraph 3 shall continue in effect until         
cumulative dividends have been paid in full or declared and set apart for       
payment on the Series B Stock.  At elections for such Directors, each holder    
of Series B Stock shall be entitled to one vote for each share held.  The       
holders of Series B Stock shall have no right to cumulate such shares  in       
voting for the election of Directors.  At the annual meeting of stockholders,   
next following the termination (by reason of the payment of all accumulated     
and defaulted dividends on such stock or provision for the payment thereof by   
declaration and setting apart thereof) of the exclusive voting power pursuant   
to this paragraph 3 of the holders of Series B Stock and the holders of all     
other cumulative series which shall have been entitled to vote for and elect    
such two members of the Board of Directors of the Corporation, the terms of     
office of all persons who may have been elected Directors of the Corporation    
by vote of such holders shall terminate and the two vacancies created pursuant  
to this paragraph 3 to accommodate the exclusive right of election conferred    
hereunder shall thereupon be eliminated and the Board of Directors shall be     
decreased by two Directors.                                                     

      (iii)  So long as any shares of Series B Stock remain outstanding,
the affirmative vote or consent of the holders of at least two-thirds of the    
shares of the Series B Stock outstanding at the time given in person or by      
proxy, either in writing or at any special or annual meeting called for the     
purpose, shall be necessary to permit, effect or validate any one or more of    
the following:                                                                  

           (a)  The authorization, creation or issuance, or any increase
in the authorized or issued amount, of any class or series of stock (including  
any class or series of Preferred Stock) ranking prior (as that term is defined  
in paragraph 5) to the Series B Stock, or                                       

           (b)  The authorization , creation or issuance of any class or
series of stock (including any class or series of Preferred Stock) which ranks  
on a parity with the Series B Stock unless the Articles Supplementary or other  
provisions of the charter creating or authorizing such class or series shall    
provide that if in any case the stated dividends or amounts payable on          
liquidation are not paid in full on the Series B Stock and all outstanding      
shares of stock ranking on a parity (as that term is defined in paragraph 5)    
with the Series B Stock (the Series B Stock and all such other stock being      
herein called "Parity Stock"), the shares of all Parity Stock shall share       
ratably in the payment of dividends, including accumulations (if any) in        
accordance with the sums which would be payable on all Parity Stock if all      
dividends in respect of all shares of Parity Stock were paid in full, and on    
any distribution of assets upon liquidation ratably in accordance with the      
sums which would be payable in respect of all shares of Parity Stock if all     
sums payable were discharged in full, or                                        

          (c)  The amendment, alteration or repeal, whether by merger,
consolidation or otherwise, of any of the provisions of the charter of the      
Corporation including these Articles Supplementary which would materially and   
adversely affect any right, preference, privilege or voting power of the        
Series B Stock or of the holders thereof; provided, however, that any increase  
in the amount of authorized Preferred Stock, the Corporation's $2.125           
Cumulative Preferred Stock or the Series B Stock or the creation and issuance   
of other series of Preferred Stock, in each case ranking on a parity with or    
junior to the Series B Stock with respect to the payment of dividends and the   
distribution of assets upon liquidation, shall not be deemed to affect          
materially and adversely such rights, preferences, privileges or voting         
powers.                                                                         

             The foregoing voting provisions shall not apply if, at or prior
to the time when the act with respect to which such vote would otherwise be     
required shall be effected, all outstanding shares of the Series B Stock shall  
have been redeemed or sufficient funds shall have been deposited in trust in    
accordance with paragraph 5 to effect such redemption.                          

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  4.  Liquidation:  Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of the Series B      
Stock shall have preference and priority over the Common Stock for payment out  
of the assets of the Corporation or proceeds thereof, whether from capital or   
surplus, of $25 per share (the "liquidation value") together with the amount    
of any dividends accrued and unpaid thereon, and after such payment the         
holders of Series B Stock shall be entitled to no other payments.  If, in such  
case, the assets of the Corporation or proceeds thereof shall be insufficient   
to make the full liquidating payment of $25 per share and accrued and unpaid    
dividends on the Series B Stock and liquidating payments on any other           
outstanding series of Parity Stock (including accrued and unpaid dividends, if  
any), then such assets and proceeds shall be distributed among the holders of   
the Series B Stock and any other outstanding series of Parity Stock ratably in  
accordance with the respective amounts which would be payable on all series of  
Parity Stock (including accrued and unpaid dividends,  if any) if all such      
liquidating amounts payable were paid in full.  A consolidation or merger of    
the Corporation with or into any other corporation or corporations or a sale,   
whether for cash, shares of stock, securities or properties, of all or          
substantially all or any part of the assets of the Corporation shall not be     
deemed or construed to be a liquidation, dissolution or winding up of the       
Corporation.                                                                    

5.  Redemption:  Subject to the restriction set forth in the next     
paragraph, the Series B Stock may be redeemed, at the option of the             
Corporation, as a whole or in part, at any time or from time to time, at the    
following optional redemption prices (but not less than $25 per share) during   
the 12 month period ending September 30 in the years indicated below, in each   
case plus accrued and unpaid dividends to the date of redemption:               

                                                                [Download Table]


                                                                        
1981 .. $28.13     1986 .. $27.34     1991 .. $26.56      1996 .. $25.78
1982 ..  27.97     1987 ..  27.19     1992 ..  26.41      1997 ..  25.63
1983 ..  27.81     1988 ..  27.03     1993 ..  26.25      1998 ..  25.47
1984 ..  27.66     1989 ..  26.88     1994 ..  26.09      1999 ..  25.31
1985 ..  27.50     1990 ..  26.72     1995 ..  25.94      2000 ..  25.16
                                                          and thereafter
                                                          at $25.00     


 The Corporation, however, shall not have the right under this
paragraph 5 to redeem any of the Series B Stock as part of a refunding          
operation prior to October 1, 1985 by the application of moneys borrowed or     
from proceeds from the sale of stock ranking prior to or on a parity with, as   
to dividends or the distribution of assets upon liquidation, the Series B       
Stock, if such moneys borrowed have an annual interest cost to the Corporation  
(calculated without any consideration of income tax effect), or such stock has  
a dividend cost to the Corporation (so calculated), less than the annual        
dividend rate of the Series B Stock.  Any class or classes of stock of the      
Corporation shall be deemed to rank                                             

                 (i)  prior to the Series B Stock as to dividends or as to
   distribution of assets  if the holders of such class 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 the Series B Stock; and

                 (ii)  on a parity with the Series B Stock as to dividends
         or as to distribution of assets, whether or not the dividend rates,
     dividend payment dates, or redemption or liquidation prices per
         share thereof be different from those of the Series B Stock, if the
    holders of such class of stock and the Series B 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 rates or liquidation
prices, without preference or priority one over the other.

         At the option of the Corporation, shares of Series B Stock redeemed
or otherwise acquired may be restored to the status of authorized but unissued  
shares of Preferred Stock.                                                      

         In the case of any redemption, the Corporation shall give notice of
such redemption to the holders of Series B Stock to be redeemed in the          
following manner:  a notice specifying the shares to be redeemed and the time   
and place of redemption (and, if less than the total outstanding shares to be   
redeemed, specifying the certificate numbers and number of shares to be         
redeemed) shall be mailed by first class mail, addressed to the holders of      
record of the Series B Stock to be redeemed at their respective addresses as    
the same shall appear upon the books of the Corporation, not more than 60 days  
and not less than 30 days previous to the date fixed for redemption.  In the    
event such notice is not given to any stockholder such failure to give notice   
shall not affect the notice given to other stockholders.  If less than the      
whole amount of outstanding Series B Stock is to be redeemed, the shares to be  
redeemed shall be selected by lot or pro rata in any  manner determined by      
resolution of the Board of Directors to be fair and proper.  From and after     
the date fixed in any such notice as the date of redemption (unless default     
shall be made by the Corporation in providing moneys at the time and place of   
redemption for the payment of the redemption price), all dividends upon the     
Series B Stock so called for redemption shall cease to accrue, and all rights   
of the holders of said Series B Stock as stockholders in the Corporation,       
except the right to receive the redemption price plus dividends accrued and     
unpaid to the date of redemption (without interest) upon surrender of the       
certificate representing the Series B Stock so called for redemption, duly      
endorsed for transfer, if required, shall cease and terminate.  The             
Corporation's obligation to provide moneys in accordance with the preceding     
sentence shall be deemed fulfilled if, on or before the redemption date, the    
Corporation shall deposit with a bank or trust company (which may be an         
affiliate of the Corporation) having an office in the Borough of Manhattan,     
City of New York, having a capital and surplus of at least $50,000,000, funds   
necessary for such redemption, in trust, with irrevocable instructions that     
such funds be applied to the redemption of the shares of Series B Stock so      
called for redemption.  Any interest accrued on such funds shall be paid to     
the Corporation from time to time.  Any funds so deposited and unclaimed at     
the end of 6 years from such redemption date shall be released or repaid to     
the Corporation, after which the holders of such shares of Series B Stock so    
called for redemption shall look only to the Corporation for payment of the     
redemption price.                                                               

6.  Limitation on Merger and Sale of Assets and on Disposition of the 
Voting Stock of the Bank:  So long as any shares of Series B Stock remain       
outstanding, the Corporation shall not, without the affirmative vote or         
consent of the holders of at least a majority of the votes of all Parity Stock  
entitled to vote outstanding at the time, given in person or by proxy, either   
in writing or by resolution adopted at a meeting at which the holders of        
series B Stock (alone or together with the holders of one or more other series  
of Parity Stock at the time outstanding and entitled to vote) vote separately   
as a class,  (a)  directly or indirectly, sell, transfer or otherwise dispose   
of, or permit Republic National Bank of New York (the "Bank") or any other      
subsidiary of the Corporation, to issue, sell, transfer or otherwise dispose    
of any shares of voting stock of the Bank, or securities convertible into or    
options, warrants or rights to acquire voting stock of the Bank, unless after   
giving effect to any such transaction the Bank remains a Controlled Subsidiary  
(as hereinafter defined) of the Corporation or of a Qualified Successor         
Company (as hereinafter defined);  (b)  merge or consolidate with, or convey    
substantially all of its assets to any person or corporation unless the entity  
surviving such merger or consolidation is the Corporation or a Qualified        
Successor Company; or  (c)  permit the Bank to merge, consolidate with, or      
convey substantially all of its assets to any person or corporation unless the  
entity surviving such merger or consolidation or the transferee of such assets  
is a Controlled Subsidiary of the Corporation or of a Qualified Successor       
Company, except in any of the foregoing cases as required to comply with        
applicable law, including, without limitation, any court or regulatory order.   
The term "Qualified Successor Company" shall mean a corporation (or other       
similar organization or entity whether organized under or pursuant to the laws  
of the United States or any state thereof or of another jurisdiction) which     
(i)  is or is required to be a registered bank holding company under the        
United States Bank Holding Company Act of 1956, as amended, or any successor    
legislation,  (ii)  issues to the holders of the Series B Stock in exchange     
for the Series B Stock shares of preferred stock having at least the same       
relative rights and preferences as the Series B Stock (the "Exchanged Stock"),  
(iii)  immediately after such transaction has not outstanding or authorized     
any class of stock or equity securities ranking prior to the Exchanged Stock    
with respect to the payment of dividends or the distribution of assets upon     
liquidation, and  (iv)  holds, as a Controlled Subsidiary or Subsidiaries,      
either the Bank or one or more other banking corporations which, collectively,  
immediately after such transaction hold substantially all of the assets and     
liabilities which the Bank held immediately prior to such transaction (which    
may be in addition to other assets and liabilities acquired in such             
transaction).  "Controlled Subsidiary" shall mean any corporation at least 80%  
of the outstanding shares of voting stock of which shall at the time be owned   
directly or indirectly by the Corporation or a Qualified Successor Company.     
In connection with the exercise of the voting rights contained in this          
paragraph 6, holders of all series of Parity Stock which are granted such       
voting rights (of which the                                                     

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Series B Stock is the second series) shall vote as a class, and each holder     
of Series B Stock shall have one vote for each share of stock held and each     
other series shall have such number of votes, if any, for each share of stock   
held as may be granted them.                                                    

The foregoing voting provisions shall not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required   
shall be effected, all  outstanding shares of the Series B Stock shall have     
been redeemed or sufficient funds shall have been deposited in trust in         
accordance with paragraph 5 to effect such redemption.                          

 7.  Parity Stock:  So long as any shares of Series B Stock shall remain
outstanding, in case the stated dividends or amounts payable on liquidation     
are not paid in full with respect to all outstanding shares of Parity Stock,    
all such shares shall share ratably in the payment of dividends, including      
accumulations (if any) in accordance with the sums which would be payable in    
respect of all outstanding shares of Parity Stock if all dividends were paid    
in  full, and in any distribution of assets upon liquidation, ratably in        
accordance with the sums which would be payable in respect of all outstanding   
Parity Stock if all sums payable were discharged in full.                       

8.  For the Purposes Hereof:                                          

    (i)  The term "outstanding", when used in reference to shares of
stock, shall mean issued shares, excluding shares held by the Corporation and   
shares called for redemption pursuant to paragraph 5, funds for redemption of   
which shall have been deposited in trust pursuant to paragraph 5.               

    (ii)  The amount of dividends "accrued" on any share of Series B
Stock as at any quarterly dividend payment date shall be deemed to be the       
amount of any unpaid  dividends accumulated thereon to and including the end    
of the day preceding such quarterly dividend date, whether or not earned or     
declared; and the amount of dividends "accrued" on any share of Series B Stock  
as at any date other than a quarterly dividend payment date shall be            
calculated as the amount of any unpaid dividends accumulated thereon to and     
including the end of the day preceding the last preceding quarterly dividend    
payment date, whether or not earned or declared, plus an amount equivalent to   
dividends on the liquidation value of such share at the annual dividend rate    
fixed for such share for the period after the end of the day preceding such     
last preceding quarterly dividend payment date to and including the date as of  
which the calculation is made.                                                  

IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these    
presents to be signed in its name and on its behalf by its President and its    
corporate seal to be hereunto affixed and attested by its Secretary, and the    
said officers of the Corporation further acknowledge said instrument to be the  
corporate act of the Corporation and state under the penalties of perjury that  
to the best of their knowledge, information and belief the matters and facts    
therein set forth with respect to approval are true in all material respects,   
all on September 5,1980.                                                        

                                 REPUBLIC NEW YORK CORPORATION

                              By:   /s/ Walter H. Weiner
Attest:                                             (President)                 

/s/ Ernest Ginsberg                                                 
(Secretary)                                             

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REPUBLIC NEW YORK CORPORATION       

ARTICLES OF AMENDMENT       

Republic New York Corporation, a Maryland corporation, having its principal     
office in the City of Baltimore, State of Maryland (hereinafter called the      
"Corporation"), hereby certifies to the State Department of Assessments and     
Taxation of Maryland that:                                                      

FIRST:  The charter of the Corporation is hereby amended by striking out the    
first paragraph of Article FIFTH of the Articles of Incorporation and           
inserting in lieu thereof the following:                                        

   "FIFTH.  The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue is SIXTY-FIVE MILLION   
 (65,000,000) shares, of which FIFTEEN MILLION (15,000,000) shares shall
be shares of Preferred Stock without par value  (hereinafter called   
"Preferred Stock") , and FIFTY MILLION (50,000,000) shares shall be   
   shares of Common Stock of the par value of FIVE DOLLARS ($5.00) per share
  (hereinafter called "Common Stock") having an aggregate par value of TWO
HUNDRED FIFTY MILLION DOLLARS ($250,000,000)".                        

SECOND:  The Board of Directors of the Corporation, at a meeting held on        
January 21, 1981, duly adopted a resolution in which was set forth the          
foregoing amendment to the charter, declaring that said amendment of the        
charter as proposed was advisable and directing that it be submitted for        
action thereon by the Stockholders of the Corporation at the Annual Meeting     
thereof to be held on April 22, 1981.                                           

THIRD:  Notice, setting forth the said amendment of the charter and stating     
that the purpose of the Annual Meeting of the Stockholders, called thereby,     
would be to take action thereon, was duly given pursuant to Section 2-504 of    
the Corporation and Associations Articles of the Annotated Code of Maryland to  
all Stockholders entitled to vote thereon.  The amendment of the charter of     
the Corporation as hereinabove set forth was approved by the Stockholders of    
the Corporation at the Annual Meeting held on April 22, 1981, by affirmative    
vote of a majority of all the votes entitled to be cast thereon as permitted    
by the charter of the Corporation.                                              

FOURTH:  (a)  As of immediately before this amendment, the total shares of all  
classes of stock which the Corporation was authorized to issue is Fifty-Seven   
Million (57,000,000) shares, divided into Seven Million (7,000,000) shares of   
Preferred Stock without par value and Fifty Million (50,000,000) shares of      
Common Stock with the par value of Five Dollars ($5.00) per share having an     
aggregate par value of Two Hundred Fifty Million Dollars ($250,000,000).        

 (b)  As amended, the total number of shares of all classes of stock
which the Corporation has authority to issue is Sixty-Five Million              
(65,000,000) shares, divided into Fifteen Million (15,000,000) shares of        
Preferred Stock without par value and Fifty Million (50,000,000) shares of      
Common Stock of the par value of Five Dollars ($5.00) per share having an       
aggregate par value of Two Hundred Fifty Million Dollars ($250,000,000).        

   (c)  A description of each class of stock of the Corporation with the
preferences, conversion and other rights, voting powers, restrictions,          
limitations as to dividends, qualification and terms and conditions of          
redemption, of each class of the authorized capital stock as increased, is set  
forth in the charter of the Corporation, and such description has not been      
changed by the amendment of the charter of the Corporation herein set forth.    

IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these present to   
be signed in its name and on its behalf by a Senior Vice President and          
witnessed by an Assistant Secretary on April 22, 1981.                          

                                         REPUBLIC NEW YORK CORPORATION

                                     By:   /s/ Ernest Ginsberg
                                           (Senior Vice President)

Witnessed:                                                                      

/s/ Laurence R. Stern                                                   
(Assistant Secretary)                                                   

THE UNDERSIGNED, a Senior Vice President of REPUBLIC NEW YORK CORPORATION, who  
executed on behalf of said Corporation the foregoing Articles of Amendment, of  
which this certificate is made a part, hereby acknowledges, in the name and on  
behalf of said Corporation, the foregoing Articles of Amendment to be the       
corporate act of said Corporation and further certifies that, to the best of    
his knowledge, information and belief, the matters and facts set forth therein  
with respect to the approval thereof are true in all material respects, under   
the penalties of perjury.                                                       

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                                           /s/ Ernest Ginsberg
                                           (Senior Vice President)

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REPUBLIC NEW YORK CORPORATION   

ARTICLES SUPPLEMENTARY    

REPUBLIC NEW YORK CORPORATION, a Maryland corporation having its principal      
Maryland office in the City of Baltimore, State of Maryland (hereinafter        
called the "Corporation"), hereby certifies to the State Department of          
Assessments and Taxation of Maryland that:                                      

FIRST:  Pursuant to authority expressly vested in the Board of Directors of     
the Corporation by Article FIFTH of the charter of the Corporation, the Board   
of Directors has duly divided and classified 1,500,000 shares of the Preferred  
Stock of the Corporation into a series designated Cumulative Preferred Stock,   
Floating Rate Series A, and has provided for the issuance of such series.       

SECOND:  The terms of the Cumulative Preferred Stock, Floating Rate Series A,   
as set by the Finance Committee of the Board of Directors pursuant to           
authority duly delegated by the Board of Directors are as follows:              

  1.  Cumulative Preferred Stock Floating Rate Series A:  1,500,000 shares
of Preferred Stock of the Corporation, without par value, are hereby            
constituted as the original number of shares of a series of Preferred Stock     
designated as Cumulative Preferred Stock,Floating Rate Series A (hereinafter    
sometimes called the "Floating Rate Series A Stock"). The Floating Rate Series  
A Stock shall be of a stated value of $50 per share (the "stated value"). The   
term "Articles of Incorporation" when used herein shall include all articles    
or certificates filed pursuant to law with respect to any series of the         
Preferred Stock.                                                                

2.  Dividends:  Dividend rates on the shares of Floating Rate Series A
Stock shall be:  (i)  for the period (the "Initial Dividend Period") from the   
date of their original issue to and including June 30, 1982, at a rate per      
annum of the stated value thereof equal to 14 1/2%, and (ii)  for each          
quarterly dividend period (hereinafter referred to as a "Quarterly Dividend     
Period"; and the Initial Dividend Period or any Quarterly Dividend Period       
being hereinafter individually referred to as a "Dividend Period" and           
collectively referred to as "Dividend Periods") thereafter, which quarterly     
dividend periods shall commence on January 1, April 1, July 1 and October 1 in  
each year and shall end on and include the day next preceding the first day of  
the next quarterly dividend period, at a rate per annum of the stated value     
thereof equal to .75% above the Applicable Rate (as defined in paragraph 3) in  
respect of such quarterly dividend period; provided, however, that the          
dividend rate per annum on the shares of Floating Rate Series A Stock for any   
Quarterly Dividend Period shall in no event be less than 8% per annum or        
greater than 16 1/2% per annum.  Such dividends shall be cumulative from the    
date of original issue of such shares and shall be payable, when and as         
declared by the Board of Directors, on the first day of January, April, July    
and October of each year, commencing July 1, 1982.  If in any Dividend Period   
dividends shall not have been paid or declared and set apart for payment on     
all outstanding shares of Floating Rate Series A Stock for such Dividend        
Period and for all preceding Dividend Periods from and after the first day      
from which dividends are cumulative at the respective rates per annum           
specified for such Dividend Periods in the second preceding sentence, then the  
aggregate deficiency shall be declared and fully paid or set apart for          
payment, but without interest, before  (i)  any dividends or other              
distributions (excluding dividends paid in shares of, or options, warrants or   
rights to subscribe for or purchase shares of, Common Stock of the              
Corporation) shall be declared and paid or set apart for payment on the Common  
Stock or on any other capital stock of the Corporation ranking junior to the    
Floating Rate Series A Stock with respect to the payment of dividends, or (ii)  
the Corporation shall purchase, redeem or otherwise acquire any shares of       
Preferred Stock or any shares of capital stock of the Corporation ranking on a  
parity with or junior to the Floating Rate Series A Stock with respect to the   
payment of dividends; provided , however, that any moneys set aside in trust    
as a sinking fund payment for any series of Preferred Stock pursuant to the     
resolutions providing for the issue of shares of such series may thereafter be  
applied to the purchase or redemption of Preferred Stock of such series         
whether or not at the time of such application full cumulative dividends upon   
the outstanding Floating Rate Series A Stock shall have been paid or declared   
and set apart for payment.                                                      

 3.  Definition of Applicable Rate, etc.:  The "Applicable Rate" for any
Quarterly Dividend Period shall be the highest of the Treasury Bill Rate, the   
Ten Year Constant Maturity Rate or the Twenty Year Constant Maturity Rate       
(each as hereinafter defined) for such Dividend Period.  In the event that the  
Corporation determines in good faith that for any reason                        

 (i)  any one of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate or the Twenty Year Constant Maturity Rate cannot be determined    
for any Quarterly Dividend Period, then the Applicable Rate for such Dividend   
Period shall be the higher of whichever two of such Rates can be so             
determined;                                                                     

 (ii)  either only the Treasury Bill Rate or only the Ten Year
Constant Maturity Rate or only the Twenty Year Constant Maturity Rate can be    
determined for any Quarterly Dividend Period, then the Applicable Rate for      
such Dividend Period shall be whichever such Rate can be so determined; or      

   (iii)  neither the Treasury Bill Rate nor the Ten Year Constant
Maturity Rate nor the Twenty Year Constant Maturity Rate can be determined for  
any Quarterly Dividend Period, then the Applicable Rate in effect for the       
preceding Dividend Period shall be continued for such Dividend Period.          

        Except as provided below in this paragraph, the "Treasury Bill Rate"
for each Quarterly Dividend Period shall be the arithmetic average of the two   
most recent weekly per annum market discount rates (or the one weekly per       
annum market discount rate, if only one such rate shall be published during     
the relevant Calendar Period as defined below) for three-month U.S. Treasury    
bills, as published weekly by the Federal Reserve Board during the Calendar     
Period immediately prior to the last ten calendar days of March, June,          
September or December, as the case may be, prior to the Quarterly Dividend      
Period for which the dividend rate on the Floating Rate Series A Stock is       
being determined.  In the event that the Federal Reserve Board does not         
publish such a weekly per annum market discount rate during such Calendar       
Period, then the Treasury Bill Rate for such Dividend Period shall be the       
arithmetic average of the two most recent weekly per annum market discount      
rates (or the one weekly per annum market discount rate, if only one such rate  
shall be published during the relevant Calendar Period) for three-month U.S.    
Treasury bills, as published weekly during such Calendar Period by any Federal  
Reserve Bank or by any U.S. Government department or agency selected by the     
Corporation.  In the event that a per annum market discount rate for three-     
month U.S. Treasury bills shall not be published by the Federal Reserve Board   
or by any Federal Reserve Bank or by any U.S. Government department or agency   
during such Calendar Period, then the Treasury Bill Rate for such Dividend      
Period shall be the arithmetic average of the two most recent weekly per annum  
market discount rates (or the one weekly per annum market discount rate, if     
only one such rate shall be published during the relevant Calendar Period) for  
all of the U.S. Treasury bills then having maturities of not less that 80 nor   
more than 100 days, as published during such Calendar Period by the Federal     
Reserve Board or, if the Federal Reserve Board shall not publish such rates,    
by any Federal Reserve Bank or by any U.S. Government department or agency      
selected by the Corporation.  In the event that the Corporation determines in   
good faith that for any reason no such U.S. Treasury bill rates are published   
as provided above during such Calendar Period, then the Treasury Bill Rate for  
such Dividend Period shall be the arithmetic average of the per annum market    
discount rates based upon the closing bids during such Calendar Period for      
each of the issues of marketable non-interest bearing U.S. Treasury securities  
with a maturity of not less than 80 nor more than 100 days from the date of     
each such quotation, as quoted daily for each business day in New York City     
(or less frequently if daily quotations shall not be generally available) to    
the Corporation by at least three recognized U.S. Government securities         
dealers selected by the Corporation.  In the event that the Corporation         
determines in good faith that for any reason the Corporation cannot determine   
the Treasury Bill Rate for any Quarterly Dividend Period as provided above in   
this paragraph, the Treasury Bill Rate for such Dividend Period shall  be the   
arithmetic average of the per annum market discount rates based upon the        
closing bids during such Calendar Period for each of the issues of marketable   
interest-bearing U.S. Treasury securities with a maturity of not less than 80   
nor more than 100 days from the date of each such quotation, as quoted daily    
for each business day in New York City (or less frequently if daily quotations  
shall not be generally available) to the Corporation by at least three          
recognized U.S. Government securities dealers selected by the Corporation.      

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Except as provided below in this paragraph, the "Ten Year Constant    
Maturity Rate" for each Quarterly Dividend Period shall be the arithmetic       
average of the two most recent weekly per annum Ten Year Average Yields (or     
the one weekly per annum Ten Year Average Yield, if only one such Yield shall   
be published during the relevant Calendar Period), as published weekly by the   
Federal Reserve Board during the Calendar Period immediately prior to the last  
ten calendar days of March, June, September or December, as the case may be,    
prior to the Quarterly Dividend Period for which the dividend rate on the       
Floating rate Series A Stock is being determined.  In the event that the        
Federal Reserve Board does not publish such a weekly per annum Ten Year         
Average Yield during such Calendar Period, then the Ten Year Constant Maturity  
Rate for such Dividend period shall be the arithmetic average of the two most   
recent weekly per annum Ten Year Average Yields, (or the one weekly per annum   
Ten Year Average Yield, if only one such Yield shall be published during the    
relevant Calendar Period), as published weekly during such Calendar Period by   
any Federal Reserve Bank or by any U.S. Government department or agency         
selected by the Corporation.  In the event that a per annum Ten Year Average    
Yield shall not be published by the Federal Reserve Board or by any Federal     
Reserve Bank or by any U.S. Government department or agency during such         
Calendar Period, then the Ten Year Constant Maturity Rate for such Dividend     
Period shall be the arithmetic average of the two most recent weekly per annum  
average yields to maturity (or the one weekly average yield to maturity, if     
only one such yield shall be published during the relevant Calendar Period)     
for all of the actively traded marketable U.S. Treasury fixed interest rate     
securities (other than Special Securities (as defined below)) then having       
maturities of not less than eight nor more than twelve years, as published      
during such Calendar Period by the Federal Reserve Board or, if the Federal     
Reserve Board shall not publish such yields, by any Federal Reserve Bank or by  
any U.S. Government department or agency selected by the Corporation.  In the   
event that the Corporation determines in good faith that for any reason the     
Corporation cannot determine the Ten Year Constant Maturity Rate for any        
Quarterly Dividend Period as provided above in this paragraph, then the Ten     
Year Constant Maturity Rate for such Dividend Period shall be the arithmetic    
average of the per annum average yields to maturity based upon the closing      
bids during such Calendar Period for each of the issues of actively traded      
marketable U.S. Treasury fixed interest rate securities (other than Special     
Securities) with a final maturity date not less than eight nor more than        
twelve years from the date of each such quotation, as quoted daily for each     
business day in New York City (or less frequently if daily quotations shall     
not be generally available) to the Corporation by at least three recognized     
U.S. Government securities dealers selected by the Corporation.                 

Except as provided below in this paragraph, the "Twenty Year Constant 
Maturity Rate" for each Quarterly Dividend Period shall be the arithmetic       
average of the two most recent weekly per annum Twenty Year Average Yields (or  
the one weekly per annum Twenty Year Average Yield, if only one such Yield      
shall be published during the relevant Calendar Period), as published weekly    
by the Federal Reserve Board during the Calendar Period immediately prior to    
the last ten calendar days of March, June, September or December, as the case   
may be, prior to the Quarterly Dividend Period for which the dividend rate on   
the Floating Rate Series A Stock is being determined.  In the event that the    
Federal Reserve Board does not publish such a weekly per annum Twenty Year      
Average Yield during such Calendar Period, then the Twenty Year Constant        
Maturity Rate for such Dividend Period shall be the arithmetic average of the   
two most recent weekly per annum Twenty Year Average Yields (or the one weekly  
per annum Twenty Year Average Yield, if only one such Yield shall be published  
during the relevant Calendar Period), as published weekly during such Calendar  
Period by any Federal Reserve Bank or by any U.S. Government department or      
agency selected by the Corporation.  In the event that a per annum Twenty Year  
Average Yield shall not be published by the Federal Reserve Board or by any     
Federal Reserve Bank or by any U.S. Government department or agency during      
such Calendar Period, then the Twenty Year Constant Maturity Rate for such      
Dividend Period shall be the arithmetic average of the two most recent weekly   
per annum average yields to maturity (or the one weekly average yield to        
maturity, if only one such yield shall be published during the relevant         
Calendar Period) for all of the actively traded marketable U.S. Treasury fixed  
interest rate securities (other than Special Securities) then having            
maturities of not less than eighteen nor more than twenty-two years, as         
published during such Calendar Period by the Federal Reserve Board or, if the   
Federal Reserve Board shall not publish such yields, by any Federal Reserve     
Bank or by any U.S. Government department or agency selected by the             
Corporation.  In the event that the Corporation determines in good faith that   
for any reason the Corporation cannot determine the Twenty Year Constant        
Maturity Rate for any Quarterly Dividend Period as provided above in this       
paragraph, then the Twenty Year Constant Maturity Rate for such Dividend        
Period shall be the arithmetic average of the per annum average yields to       
maturity based upon the closing bids during such Calendar Period for each of    
the issues of actively traded marketable U.S. Treasury fixed interest rate      
securities (other than Special Securities) with a final maturity date not less  
than eighteen nor more than twenty-two years from the date of each such         
quotation, as quoted daily for each business day in New York City (or less      
frequently if daily quotations shall not be generally available) to the         
Corporation by at least three recognized U.S. Government securities dealers     
selected by the Corporation.                                                    

The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the   
Twenty Year Constant Maturity Rate shall each be rounded to the nearest five    
hundredths of a percentage point.                                               

  The amount of dividends payable for each Quarterly Dividend Period shall
be computed by annualizing the dividend rate for such Dividend Period and       
dividing by four.  The amount of dividends payable for the Initial Dividend     
Period or any Dividend Period shorter than a full Quarterly Dividend Period     
shall be computed on the basis of 30-day months, a 360-day year and the actual  
number of days elapsed in such Dividend Period.                                 

  The dividend rate with respect to each Quarterly Dividend Period will be
calculated as promptly as practicable by the Corporation according to the       
appropriate method described herein.  The mathematical accuracy of each such    
calculation will be confirmed in writing by independent accountants of          
recognized standing.  The Corporation will cause each dividend rate to be       
published in a newspaper of general circulation in New York City prior to the   
commencement of the new Quarterly Dividend Period to which it applies and will  
cause notice of such dividend rate to be enclosed with the dividend payment     
checks next mailed to the holders of the Floating Rate Series A Stock.          

For purposes of this Section, the term                                

(i)  "Calendar Period" shall mean 14 calendar days;         

      (ii)  "Special Securities" shall mean securities which can, at the
option of the holder, be surrendered at face value in payment of any  
Federal estate tax or which provide tax benefits to the holder and are
  priced to reflect such tax benefits or which were originally issued at a
deep or substantial discount;                                         

   (iii)  "Ten Year Average Yield" shall mean the average yield to
maturity for actively traded marketable U.S. Treasury fixed interest  
rate securities (adjusted to constant maturities of ten years); and   

     (iv)  "Twenty Year Average Yield" shall mean the average yield to
maturity for actively traded marketable U.S. Treasury fixed interest  
rate securities (adjusted to constant maturities of 20 years).        

  4.  Voting Rights:  (i)  The holders of the Floating Rate Series A Stock
shall have the voting power and rights set forth and referred to in this        
paragraph 4 and in paragraph 7, and shall have no other voting power or rights  
except as otherwise from time to time required by law.                          

      (ii)  Whenever dividends on the Floating Rate Series A Stock shall
be unpaid as a whole or in part for six consecutive Dividend periods, then at   
the annual meeting of stockholders next following omission of the sixth         
successive quarterly dividend or any part thereof and at any annual meeting     
thereafter and at any meeting called for the election of Directors, until all   
dividends accumulated on the Floating Rate Series A Stock have been paid or     
declared and a sum sufficient for payment has been set aside, the holders of    
the Floating Rate Series A Stock, either alone or together with the holders of  
one or more other cumulative series of the Preferred Stock at the time          
outstanding which are granted such voting rights, voting as a class, shall be   
entitled, to the exclusion of the holders of one or more other series or        
classes of stock having general voting rights,  to vote for and elect two       
members of the Board of Directors of the Corporation, and the holders of        
Common Stock together with the holders of any series or class or classes of     
stock of the Corporation having general voting rights and not then entitled to  
elect two members of the Board of Directors pursuant to this paragraph 4 to     
the exclusion of the holders of all series then so entitled, shall be entitled  
to vote and elect the balance of the Board of Directors.  In  such case the     
Board of Directors of  the Corporation shall, as of the date of the annual      
meeting of stockholders aforesaid, be increased by two Directors.  The rights   

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of holders of Floating Rate Series A Stock to participate (either alone or      
together with the holders of one or more other cumulative series of Preferred   
Stock at the time outstanding which are granted such voting rights) in the      
exclusive election of two members of the Board of Directors of the Corporation  
pursuant to this paragraph 4 shall continue in effect until cumulative          
dividends have been paid in full or declared and set apart for payment on the   
Floating Rate Series A Stock.  At elections for such Directors, each holder of  
the Floating Rate Series A Stock shall be entitled to one vote for each share   
held.  The holders of Floating Rate Series A Stock shall have no right to       
cumulate such shares  in voting for the election of Directors.  At the annual   
meeting of stockholders, next following the termination (by reason of the       
payment of all accumulated and defaulted dividends on such stock or provision   
for the payment thereof by declaration and setting apart thereof) of the        
exclusive voting power pursuant to this paragraph 4 of the holders of Floating  
Rate Series A Stock and the holders of all other cumulative series which shall  
have been entitled to vote for and elect such two members of the Board of       
Directors of the Corporation, the terms of office of all persons who may have   
been elected Directors of the Corporation by vote of such holders shall         
terminate and the two vacancies created pursuant to this paragraph 4 to         
accommodate the exclusive right of election conferred hereunder shall           
thereupon be eliminated and the Board of Directors shall be decreased by two    
Directors.                                                                      

       (iii)  So long as any shares of Floating Rate Series A Stock remain
outstanding, the affirmative vote or consent of the holders of at least two-    
thirds of the shares of Floating Rate Series A Stock outstanding at the time    
given in person or by proxy, either in writing or at any special or annual      
meeting called for the purpose, shall be necessary to permit, effect or         
validate any one or more of the following:                                      

           (a)  The authorization, creation or issuance, or any increase
in the authorized or issued amount, of any class or series of stock (including  
any class or series of Preferred Stock) ranking prior (as that term is defined  
below in this paragraph 4) to the Floating Rate Series A Stock, or              

           (b)  The authorization, creation or issuance, or any increase
in the authorized or issued amount, of any class or series of stock (including  
any class or series of Preferred Stock) which ranks on a parity with the        
Floating Rate Series A Stock unless the Articles Supplementary or other         
provisions of the charter creating or authorizing such class or series shall    
provide that if in any case the stated dividends or amounts payable on          
liquidation are not paid in full on the Floating Rate Series A Stock and all    
outstanding shares of stock ranking on a parity (as that term is defined below  
in this paragraph 4) with the Floating Rate Series A Stock (the Floating Rate   
Series A Stock and all such other stock being herein called "Parity Stock"),    
the shares of all Parity Stock shall share ratably in the payment of            
dividends, including accumulations (if any) in accordance with the sums which   
would be payable on all Parity Stock if all dividends in respect of all shares  
of Parity Stock were paid in full, and on any distribution of assets upon       
liquidation ratably in accordance with the sums which would be payable in       
respect of all shares of Parity Stock if all sums payable were discharged in    
full, or                                                                        

          (c)  The amendment, alteration or repeal, whether by merger,
consolidation or otherwise, of any of the provisions of the charter of the      
Corporation including these Articles Supplementary which would materially and   
adversely affect any right, preference, privilege or voting power of the        
Floating Rate Series A Stock or of the holders thereof; provided, however,      
that any increase in the amount of authorized Preferred Stock, the              
Corporation's $2.125 Cumulative Preferred Stock or $3.125 Cumulative Preferred  
Stock or the Floating Rate Series A Stock or the creation and issuance of       
other series of Preferred Stock, in each case ranking on a parity with or       
junior to the Floating Rate Series A Stock with respect to the payment of       
dividends and the distribution of assets upon liquidation, shall not be deemed  
to affect materially and adversely such rights, preferences, privileges or      
voting powers.                                                                  

The foregoing voting provisions shall not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required   
shall be effected, all outstanding shares of the Floating Rate Series A Stock   
shall have been redeemed or sufficient funds shall have been deposited in       
trust in accordance with paragraph 6 to effect such redemption.                 

  Any class or classes of stock of the Corporation shall be deemed to rank

            (i)  prior to the Floating Rate Series A Stock as to dividends
       or as to distribution of assets  if the holders of such class 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 Floating Rate Series A
Stock; and                                                  

           (ii)  on a parity with the Floating Rate Series A Stock as to
 dividends or as to distribution of assets, whether or not the
        dividend rates, dividend payment dates, or redemption or liquidation
    prices per share thereof be different from those of the Floating
      Rate Series A Stock, if the holders of such class of stock and the
    Floating Rate Series A 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 rates or liquidation prices, without preference or priority
one over the other.                                         

  5.  Liquidation:  Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of the Floating      
Rate Series A Stock shall have preference and priority over the Common Stock    
for payment out of the assets of the Corporation or proceeds thereof, whether   
from capital or surplus, of $50 per share together with the amount of any       
dividends accrued and unpaid thereon, and after such payment the holders of     
Floating Rate Series A Stock shall be entitled to no other payments.  If, in    
such case, the assets of the Corporation or proceeds thereof shall be           
insufficient to make the full liquidating payment of $50 per share and accrued  
and unpaid dividends on the Floating Rate Series A Stock and liquidating        
payments on any other outstanding series of Parity Stock (including accrued     
and unpaid dividends, if any), then such assets and proceeds shall be           
distributed among the holders of the Floating Rate Series A Stock and any       
other outstanding series of Parity Stock ratably in accordance with the         
respective amounts which would be payable on all series of Parity Stock         
(including accrued and unpaid dividends,  if any) if all such liquidating       
amounts payable were paid in full.  A consolidation or merger of the            
Corporation with or into any other corporation or corporations or a sale,       
whether for cash, shares of stock, securities or properties, of all or          
substantially all or any part of the assets of the Corporation shall not be     
deemed or construed to be a liquidation, dissolution or winding up of the       
Corporation.                                                                    

6.   Redemption:   The shares of Floating Rate Series A Stock may not 
be redeemed prior to May 1, 1987.  From May 1, 1987 through and including       
April 30, 1992, the Floating Rate Series A Stock may be redeemed, at the        
option of the Corporation, as a whole or in part, at any time or from time to   
time, at a redemption price equal to $51.50 per share plus accrued and unpaid   
dividends to the date of redemption.  After April 30, 1992, the Floating Rate   
Series A Stock may be redeemed, at the option of the Corporation, as a whole    
or in part, at any time or from time to time, at a redemption price equal to    
the stated value per share plus accrued and unpaid dividends to the date of     
redemption.                                                                     

  At the option of the Corporation, shares of Floating Rate Series A Stock
redeemed or otherwise acquired may be restored to the status of authorized but  
unissued shares of Preferred Stock.                                             

       In the case of any redemption, the Corporation shall give notice of
such redemption to the holders of Floating Rate Series A Stock to be redeemed   
in the following manner:  a notice specifying the shares to be redeemed and     
the time and place of redemption (and, if less than the total outstanding       
shares are to be redeemed, specifying the certificate numbers and number of     
shares to be redeemed) shall be mailed by first class mail, addressed to the    
holders of record of the Floating Rate Series A Stock to be redeemed at their   
respective addresses as the same shall appear upon the books of the             
Corporation, not more than 60 days and not less than 30 days previous to the    
date fixed for redemption.  In the event such notice is not given to any        
stockholder such failure to give notice shall not affect the notice given to    
other stockholders.  If less than the whole amount of outstanding Floating      
Rate Series A Stock is to be redeemed, the shares to be redeemed shall be       
selected by lot or pro rata in any  manner determined by resolution of the      
Board of Directors to be fair and proper.  From and after the date fixed in     
any such notice as the date of redemption (unless default shall be made by the  
Corporation in providing moneys at the time and place of redemption for the     
payment of the redemption price), all dividends upon the Floating Rate Series   
A Stock so called for redemption shall cease to accrue, and all rights of the   
holders of said Floating Rate Series A Stock as stockholders in the             
Corporation, except the right to receive the redemption price plus dividends    
accrued and unpaid to the date of redemption (without interest) upon            

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surrender of the certificate representing the Floating Rate Series A Stock so   
called for redemption, duly endorsed for transfer, if required, shall cease     
and terminate.  The Corporation's obligation to provide moneys in accordance    
with the preceding sentence shall be deemed fulfilled if, on or before the      
redemption date, the Corporation shall deposit with a bank or trust company     
(which may be an affiliate of the Corporation) having an office in the Borough  
of Manhattan, City of New York, having a capital and surplus of at least        
$50,000,000, funds necessary for such redemption, in trust, with irrevocable    
instructions that such funds be applied to the redemption of the shares of      
Floating Rate Series A Stock so called for redemption.  Any interest accrued    
on such funds shall be paid to the Corporation from time to time.  Any funds    
so deposited and unclaimed at the end of 6 years from such redemption date      
shall be released or repaid to the Corporation, after which the holders of      
such shares of Floating Rate Series A Stock so called for redemption shall      
look only to the Corporation for payment of the redemption price.               

7.  Limitation on Merger and Sale of Assets and on Disposition of the 
Voting Stock of the Bank:  So long as any shares of Floating Rate Series A      
Stock remain outstanding, the Corporation shall not, without the affirmative    
vote or consent of the holders of at least a majority of the votes of all       
Parity Stock entitled to vote outstanding at the time, given in person or by    
proxy, either in writing or by resolution adopted at a meeting at which the     
holders of Floating Rate Series A Stock (alone or together with the holders of  
one or more other series of Parity Stock at the time outstanding and entitled   
to vote) vote separately as a class,  (a)  directly or indirectly, sell,        
transfer or otherwise dispose of, or permit Republic National Bank of New York  
(the "Bank") or any other subsidiary of the Corporation, to issue, sell,        
transfer or otherwise dispose of any shares of voting stock of the Bank, or     
securities convertible into or options, warrants or rights to acquire voting    
stock of the Bank, unless after giving effect to any such transaction the Bank  
remains a Controlled Subsidiary (as hereinafter defined) of the Corporation or  
of a Qualified Successor Company (as hereinafter defined);  (b)  merge or       
consolidate with, or convey substantially all of its assets to any person or    
corporation unless the entity surviving such merger or consolidation or the     
transferee of such assets is the Corporation or a Qualified Successor Company;  
or  (c)  permit the Bank to merge, consolidate with, or convey substantially    
all of its assets to any person or corporation unless the entity surviving      
such merger or consolidation or the transferee of such assets is a Controlled   
Subsidiary of the Corporation or of a Qualified Successor Company, except in    
any of the foregoing cases as required to comply with applicable law,           
including, without limitation, any court or regulatory order.  The term         
"Qualified Successor Company" shall mean a corporation (or other similar        
organization or entity whether organized under or pursuant to the laws of the   
United States or any state thereof or of another jurisdiction) which  (i)  is   
or is required to be a registered bank holding company under the United States  
Bank Holding Company Act of 1956, as amended, or any successor legislation,     
(ii)  issues to the holders of the Floating Rate Series A Stock in exchange     
for the Floating Rate Series A Stock shares of preferred stock having at least  
the same relative rights and preferences as the Floating Rate Series A Stock    
(the "Exchanged Stock"),  (iii)  immediately after such transaction has not     
outstanding or authorized any class of stock or equity securities ranking       
prior to the Exchanged Stock with respect to the payment of dividends or the    
distribution of assets upon liquidation, and  (iv)  holds, as a Controlled      
Subsidiary or Subsidiaries, either the Bank or one or more other banking        
corporations which, collectively, immediately after such transaction hold       
substantially all of the assets and liabilities which the Bank held             
immediately prior to such transaction (which may be in addition to other        
assets and liabilities acquired in such transaction).  "Controlled Subsidiary"  
shall mean any corporation at least 80% of the outstanding shares of voting     
stock of which shall at the time be owned directly or indirectly by the         
Corporation or a Qualified Successor Company.  In connection with the exercise  
of the voting rights contained in this paragraph 7, holders of all series of    
Parity Stock which are granted such voting rights (of which the Floating Rate   
Series A Stock is the third series) shall vote as a class, and each holder of   
Floating Rate Series A Stock shall have one vote for each share of stock held   
and each other series shall have such number of votes, if any, for each share   
of stock held as may be granted them.                                           

The foregoing voting provisions shall not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required   
shall be effected, all  outstanding shares of the Floating Rate Series A Stock  
shall have been redeemed or sufficient funds shall have been deposited in       
trust in accordance with paragraph 6 to effect such redemption.                 

  8.  Parity Stock:  So long as any shares of Floating Rate Series A Stock
shall remain outstanding, in case the stated dividends or amounts payable on    
liquidation are not paid in full with respect to all outstanding shares of      
Parity Stock, all such shares shall share ratably in the payment of dividends,  
including accumulations (if any) in accordance with the sums which would be     
payable in respect of all outstanding shares of Parity Stock if all dividends   
in respect of all such shares of Parity Stock were paid in full, and on any     
distribution of assets upon liquidation, ratably in accordance with the sums    
which would be payable in respect of all outstanding Parity Stock if all sums   
payable were discharged in full.                                                

9.  For the Purposes Hereof:                                          

    (i)  The term "outstanding", when used in reference to shares of
stock, shall mean issued shares, excluding shares held by the Corporation and   
shares called for redemption pursuant to paragraph 6, funds for redemption of   
which shall have been deposited in trust pursuant to paragraph 6.               

    (ii)  The amount of dividends "accrued" on any share of Floating
Rate Series A Stock as at any quarterly dividend payment date shall be deemed   
to be the amount of any unpaid  dividends accumulated thereon to and including  
the end of the day preceding such quarterly dividend date, whether or not       
earned or declared; and the amount of dividends "accrued" on any share of       
Floating Rate Series A Stock as at any date other than a quarterly dividend     
payment date shall be calculated as the amount of any unpaid dividends          
accumulated thereon to and including the end of the day preceding the last      
preceding quarterly dividend payment date, whether or not earned or declared,   
plus an amount equivalent to dividends on the stated value of such share at     
the dividend rate fixed for such share for the period after the end of the day  
preceding such last preceding quarterly dividend payment date to and including  
the date as of which the calculation is made.                                   

IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these    
presents to be signed in its name and on its behalf by its President and its    
corporate seal to be hereunto affixed and attested by its Secretary, and the    
said officers of the Corporation further acknowledged said instrument to be     
the corporate act of the Corporation and stated under the penalties of perjury  
that to the best of their knowledge, information and belief the matters and     
facts therein set forth with respect to approval are true in all material       
respects, all on May 14, 1982.                                                  

                                 REPUBLIC NEW YORK CORPORATION

                              By:   /s/ Walter H. Weiner
Attest:                                             (President)                 

/s/ Ernest Ginsberg                                                 
(Secretary)                                               

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REPUBLIC NEW YORK CORPORATION       

ARTICLES OF AMENDMENT       

Republic New York Corporation, a Maryland corporation, having its principal     
office in the City of Baltimore, State of Maryland (hereinafter called the      
"Corporation"), hereby certifies to the State Department of Assessments and     
Taxation of Maryland that:                                                      

FIRST:  The charter of the Corporation is hereby amended by striking out in     
its entirety  Article NINTH of the Articles of Incorporation and inserting in   
lieu thereof the following:                                                     

   "NINTH:  The  Corporation shall indemnify  (a)  its directors to the full
extent provided by the general laws of the State of Maryland now or   
hereafter in force, including the advance of expenses under the       
 procedures provided by such laws;  (b)  its officers to the same extent
it shall indemnify its directors; and  (c)  its officers who are not  
 directors to such further extent as shall be authorized by the Board of
  Directors and be consistent with law.  The foregoing shall not limit the
authority of the corporation to indemnify other employees and agents  
consistent with law."                                                 

SECOND:  The Board of Directors of the Corporation, at a meeting held on        
January 19, 1983, duly adopted a resolution in which was set forth the          
foregoing amendment to the charter, declaring that said amendment of the        
charter as proposed was advisable and directing that it be submitted for        
action thereon by the Stockholders of the Corporation at the Annual Meeting     
thereof to be held on April 20, 1983.                                           

THIRD:  Notice, setting forth the said amendment of the charter and stating     
that the purpose of the Annual Meeting of the Stockholders, called thereby,     
would be to take action thereon, was duly given pursuant to Section 2-504 of    
the Corporation and Associations Articles of the Annotated Code of Maryland to  
all Stockholders entitled to vote thereon.  The amendment of the charter of     
the Corporation as hereinabove set forth was approved by the Stockholders of    
the Corporation at the Annual Meeting held on April 20, 1983, by affirmative    
vote of a majority of all the votes entitled to be cast thereon as permitted    
by the charter of the Corporation.                                              

FOURTH:  This amendment does not increase the authorized stock of the           
Corporation.                                                                    

IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these present to   
be signed in its name and on its behalf by a Senior Vice President and          
witnessed by an Assistant Secretary on April 20, 1983.                          

                                           REPUBLIC NEW YORK CORPORATION

                                       By:   /s/ Ernest Ginsberg
                                             (Senior Vice President)

Witnessed:                                                                      

/s/ William F. Rosenblum, Jr.                                       
(Assistant Secretary)                                         

THE UNDERSIGNED, a Senior Vice President of REPUBLIC NEW YORK CORPORATION, who  
executed on behalf of said Corporation the foregoing Articles of Amendment, of  
which this certificate is made a part, hereby acknowledges, in the name and on  
behalf of said Corporation, the foregoing Articles of Amendment to be the       
corporate act of said Corporation and further certifies that, to the best of    
his knowledge, information and belief, the matters and facts set forth therein  
with respect to the approval thereof are true in all material respects, under   
the penalties of perjury.                                                       

                                             /s/ Ernest Ginsberg
                                             (Senior Vice President)

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 REPUBLIC NEW YORK CORPORATION

ARTICLES SUPPLEMENTARY

REPUBLIC NEW YORK CORPORATION, a Maryland corporation having its principal      
Maryland office in the City of Baltimore, State of Maryland (hereinafter        
called the "Corporation"), hereby certifies to the State Department of          
Assessments and Taxation of Maryland that:                                      

FIRST:  Pursuant to authority expressly vested in the Board of Directors of     
the Corporation by Article FIFTH of the charter of the Corporation, the Board   
of Directors has duly divided and classified 1,000,000 shares of the Preferred  
Stock of the Corporation into a series designated Cumulative Preferred Stock,   
Floating Rate Series B, and has provided for the issuance of such series.       

SECOND:  The terms of the Cumulative Preferred Stock, Floating Rate Series B,   
as set by the Finance Committee of the Board of Directors pursuant to           
authority duly delegated by the Board of Directors are as follows:              

  1.  Cumulative Preferred Stock Floating Rate Series B:  1,000,000 shares
of Preferred Stock of the Corporation, without par value, are hereby            
constituted as the original number of shares of a series of Preferred Stock     
designated as Cumulative Preferred Stock,Floating Rate Series B (hereinafter    
sometimes called the "Floating Rate Series B Stock"). The Floating Rate Series  
B Stock shall be of a stated value of $50 per share (the "stated value"). The   
term "Articles of Incorporation" when used herein shall include all articles    
or certificates filed pursuant to law with respect to any series of the         
Preferred Stock.                                                                

2.  Dividends:  Dividend rates on the shares of Floating Rate Series B
Stock shall be:  (i)  for the period (the "Initial Dividend Period") from the   
date of their original issue to and including July 1, 1984, at a rate per       
annum of the stated value thereof equal to 10.68%, and  (ii)  for each          
quarterly dividend period (hereinafter referred to as a "Quarterly Dividend     
Period"; and the Initial Dividend Period or any Quarterly Dividend Period       
being hereinafter individually referred to as a "Dividend Period" and           
collectively referred to as "Dividend Periods") thereafter, which quarterly     
dividend periods shall commence on January 1, April 1, July 1 and October 1 in  
each year and shall end on and include the day next preceding the first day of  
the next quarterly dividend period, at a rate per annum of the stated value     
thereof equal to 1.60% below the Applicable Rate (as defined in paragraph 3)    
in respect of such quarterly dividend period; provided, however, that the       
dividend rate per annum on the shares of Floating Rate Series B Stock for any   
Quarterly Dividend Period shall in no event be less than 6.50% per annum or     
greater than 12.50% per annum.  Such dividends shall be cumulative from the     
date of original issue of such shares and shall be payable, when and as         
declared by the Board of Directors, on the first day of January, April, July    
and October of each year, commencing July 1, 1984.  If in any Dividend Period   
dividends shall not have been paid or declared and set apart for payment on     
all outstanding shares of Floating Rate Series B Stock for such Dividend        
Period and for all preceding Dividend Periods from and after the first day      
from which dividends are cumulative at the respective rates per annum           
specified for such Dividend Periods in the second preceding sentence, then the  
aggregate deficiency shall be declared and fully paid or set apart for          
payment, but without interest, before  (i)  any dividends or other              
distributions (excluding dividends paid in shares of, or options, warrants or   
rights to subscribe for or purchase shares of, Common Stock of the              
Corporation) shall be declared and paid or set apart for payment on the Common  
Stock or on any other capital stock of the Corporation ranking junior to the    
Floating Rate Series B Stock with respect to the payment of dividends, or       
(ii)  the Corporation shall purchase, redeem or otherwise acquire any shares    
of Preferred Stock or any shares of capital stock of the Corporation ranking    
on a parity with or junior to the Floating Rate Series B Stock with respect to  
the payment of dividends; provided , however, that any moneys set aside in      
trust as a sinking fund payment for any series of Preferred Stock pursuant to   
the resolutions providing for the issue of shares of such series may            
thereafter be applied to the purchase or redemption of Preferred Stock of such  
series whether or not at the time of such application full cumulative           
dividends upon the outstanding Floating Rate Series B Stock shall have been     
paid or declared and set apart for payment.                                     

 3.  Definition of Applicable Rate, etc.:  The "Applicable Rate" for any
Quarterly Dividend Period shall be the highest of the Treasury Bill Rate, the   
Ten Year Constant Maturity Rate or the Twenty Year Constant Maturity Rate       
(each as hereinafter defined) for such Dividend Period.  In the event that the  
Corporation determines in good faith that for any reason                        

 (i)  any one of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate or the Twenty Year Constant Maturity Rate cannot be determined    
for any Quarterly Dividend Period, then the Applicable Rate for such Dividend   
Period shall be the higher of whichever two of such Rates can be so             
determined;                                                                     

 (ii)  either only the Treasury Bill Rate or only the Ten Year
Constant Maturity Rate or only the Twenty Year Constant Maturity Rate can be    
determined for any Quarterly Dividend Period, then the Applicable Rate for      
such Dividend Period shall be whichever such Rate can be so determined; or      

   (iii)  neither the Treasury Bill Rate nor the Ten Year Constant
Maturity Rate nor the Twenty Year Constant Maturity Rate can be determined for  
any Quarterly Dividend Period, then the Applicable Rate in effect for the       
preceding Dividend Period shall be continued for such Dividend Period.          

        Except as provided below in this paragraph, the "Treasury Bill Rate"
for each Quarterly Dividend Period shall be the arithmetic average of the two   
most recent weekly per annum market discount rates (or the one weekly per       
annum market discount rate, if only one such rate shall be published during     
the relevant Calendar Period as defined below) for three-month U.S. Treasury    
bills, as published weekly by the Federal Reserve Board during the Calendar     
Period immediately prior to the last ten calendar days of March, June,          
September or December, as the case may be, prior to the Quarterly Dividend      
Period for which the dividend rate on the Floating Rate Series B Stock is       
being determined.  In the event that the Federal Reserve board does not         
publish such a weekly per annum market discount rate during such Calendar       
Period, then the Treasury Bill Rate for such Dividend Period shall be the       
arithmetic average of the two most recent weekly per annum market discount      
rates (or the one weekly per annum market discount rate, if only one such rate  
shall be published during the relevant Calendar Period) for three-month U.S.    
Treasury bills, as published weekly during such Calendar Period by any Federal  
Reserve Bank or by any U.S. Government department or agency selected by the     
Corporation.  In the event that a per annum market discount rate for three-     
month U.S. Treasury bills shall not be published by the Federal Reserve Board   
or by any Federal Reserve Bank or by any U.S. Government department or agency   
during such Calendar Period, then the Treasury Bill Rate for such Dividend      
Period shall be the arithmetic average of the two most recent weekly per annum  
market discount rates (or the one weekly per annum market discount rate, if     
only one such rate shall be published during the relevant Calendar Period) for  
all of the U.S. Treasury bills then having maturities of not less that 80 nor   
more than 100 days, as published during such Calendar Period by the Federal     
Reserve Board or, if the Federal Reserve Board shall not publish such rates,    
by any Federal Reserve Bank or by any U.S. Government department or agency      
selected by the Corporation.  In the event that the Corporation determines in   
good faith that for any reason no such U.S. Treasury bill rates are published   
as provided above during such Calendar Period, then the Treasury Bill Rate for  
such Dividend Period shall be the arithmetic average of the per annum market    
discount rates based upon the closing bids during such Calendar Period for      
each of the issues of marketable non-interest bearing U.S. Treasury securities  
with a maturity of not less than 80 nor more than 100 days from the date of     
each such quotation, as quoted daily for each business day in New York City     
(or less frequently if daily quotations shall not be generally available) to    
the Corporation by at least three recognized U.S. Government securities         
dealers selected by the Corporation.  In the event that the Corporation         
determines in good faith that for any reason the Corporation cannot determine   
the Treasury Bill Rate for any Quarterly Dividend Period as provided above in   
this paragraph, the Treasury Bill Rate for such Dividend Period shall  be the   
arithmetic average of the per annum market discount rates based upon the        
closing bids during such Calendar Period for each of the issues of marketable   
interest-bearing U.S. Treasury securities with a maturity of not less than 80   
nor more than 100 days from the date of each such quotation, as quoted daily    
for each business day in New York City (or less frequently if daily quotations  
shall not be generally available) to the Corporation by at least three          
recognized U.S. Government securities dealers selected by the Corporation.      

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Except as provided below in this paragraph, the "Ten Year Constant    
Maturity Rate" for each Quarterly Dividend Period shall be the arithmetic       
average of the two most recent weekly per annum Ten Year Average Yields (or     
the one weekly per annum Ten Year Average Yield, if only one such Yield shall   
be published during the relevant Calendar Period), as published weekly by the   
Federal Reserve Board during the Calendar Period immediately prior to the last  
ten calendar days of March, June, September or December, as the case may be,    
prior to the Quarterly Dividend Period for which the dividend rate on the       
Floating Rate Series B Stock is being determined.  In the event that the        
Federal Reserve Board does not publish such a weekly per annum Ten Year         
Average Yield during such Calendar Period, then the Ten Year Constant Maturity  
Rate for such Dividend Period shall be the arithmetic average of the two most   
recent weekly per annum Ten Year Average Yields (or the one weekly per annum    
Ten Year Average Yield, if only one such Yield shall be published during the    
relevant Calendar Period), as published weekly during such Calendar Period by   
any Federal Reserve Bank or by any U.S. Government department or agency         
selected by the Corporation.  In the event that a per annum Ten Year Average    
Yield shall not be published by the Federal Reserve Board or by any Federal     
Reserve Bank or by any U.S. Government department or agency during such         
Calendar Period, then the Ten Year Constant Maturity Rate for such Dividend     
Period shall be the arithmetic average of the two most recent weekly per annum  
average yields to maturity (or the one weekly average yield to maturity, if     
only one such yield shall be published during the relevant Calendar Period)     
for all of the actively traded marketable U.S. Treasury fixed interest rate     
securities (other than Special Securities (as defined below)) then having       
maturities of not less than eight nor more than twelve years, as published      
during such Calendar Period by the Federal Reserve Board or, if the Federal     
Reserve Board shall not publish such yields, by any Federal Reserve Bank or by  
any U.S. Government department or agency selected by the Corporation.  In the   
event that the Corporation determines in good faith that for any reason the     
Corporation cannot determine the Ten Year Constant Maturity Rate for any        
Quarterly Dividend Period as provided above in this paragraph, then the Ten     
Year constant Maturity Rate for such dividend Period shall be the arithmetic    
average of the per annum average yields to maturity based upon the closing      
bids during such Calendar Period for each of the issues of actively traded      
marketable U.S. Treasury fixed interest rate securities (other than Special     
Securities) with a final maturity date not less than eight nor more than        
twelve years from the date of each such quotation, as quoted daily for each     
business day in New York City (or less frequently if daily quotations shall     
not be generally available) to the Corporation by at least three recognized     
U.S. Government securities dealers selected by the Corporation.                 

Except as provided below in this paragraph, the "Twenty Year Constant 
Maturity Rate" for each Quarterly Dividend Period shall be the arithmetic       
average of the two most recent weekly per annum Twenty Year Average Yields (or  
the one weekly per annum Twenty Year Average Yield, if only one such Yield      
shall be published during the relevant Calendar Period), as published weekly    
by the Federal Reserve Board during the Calendar Period immediately prior to    
the last ten calendar days of March, June, September or December, as the case   
may be, prior to the Quarterly Dividend Period for which the dividend rate on   
the Floating Rate Series B Stock is being determined.  In the event that the    
Federal Reserve Board does not publish such a weekly per annum Twenty Year      
Average Yield during such Calendar Period, then the Twenty Year Constant        
Maturity Rate for such Dividend Period shall be the arithmetic average of the   
two most recent weekly per annum Twenty Year Average Yields (or the one weekly  
per annum Twenty Year Average Yield, if only one such Yield shall be published  
during the relevant Calendar Period), as published weekly during such Calendar  
Period by any Federal Reserve Bank or by any U.S. Government department or      
agency selected by the Corporation.  In the event that a per annum Twenty Year  
Average Yield shall not be published by the Federal Reserve Board or by any     
Federal Reserve Bank or by any U.S. Government department or agency during      
such Calendar Period, then the Twenty Year Constant Maturity Rate for such      
Dividend Period shall be the arithmetic average of the two most recent weekly   
per annum average yields to maturity (or the one weekly average yield to        
maturity, if only one such yield shall be published during the relevant         
Calendar Period) for all of the actively traded marketable U.S. Treasury fixed  
interest rate securities (other than Special Securities) then having            
maturities of not less than eighteen nor more than twenty-two years, as         
published during such Calendar Period by the Federal Reserve Board or, if the   
Federal Reserve Board shall not publish such yields, by any Federal Reserve     
Bank or by any U.S. Government department or agency selected by the             
Corporation.  In the event that the Corporation determines in good faith that   
for any reason the Corporation cannot determine the Twenty Year Constant        
Maturity Rate for any Quarterly Dividend Period as provided above in this       
paragraph, then the Twenty Year Constant Maturity Rate for such dividend        
Period shall be the arithmetic average of the per annum average yields to       
maturity based upon the closing bids during such Calendar Period for each of    
the issues of actively traded marketable U.S. Treasury fixed interest rate      
securities (other than Special Securities) with a final maturity date not less  
than eighteen nor more than twenty-two years from the date of each such         
quotation, as quoted daily for each business day in New York City (or less      
frequently if daily quotations shall not be generally available) to the         
Corporation by at least three recognized U.S. Government securities dealers     
selected by the Corporation.                                                    

The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the   
Twenty Year constant Maturity Rate shall each be rounded to the nearest five    
hundredths of a percentage point.                                               

  The amount of dividends payable for each Quarterly Dividend Period shall
be computed by annualizing the dividend rate for such Dividend Period and       
dividing by four.  The amount of dividends payable for the Initial Dividend     
Period or any Dividend Period shorter than a full Quarterly Dividend Period     
shall be computed on the basis of 30-day months, a 360-day year and the actual  
number of days elapsed in such Dividend Period.                                 

  The dividend rate with respect to each Quarterly Dividend Period will be
calculated as promptly as practicable by the Corporation according to the       
appropriate method described herein.  The mathematical accuracy of each such    
calculation will be confirmed in writing by independent accountants of          
recognized standing.  The Corporation will cause each dividend rate to be       
published in a newspaper of general circulation in New York City prior to the   
commencement of the new Quarterly Dividend Period to which it applies and will  
cause notice of such dividend rate to be enclosed with the dividend payment     
checks next mailed to the holders of the Floating Rate Series B Stock.          

For purposes of this Section, the term                                          

(i)  "Calendar Period" shall mean 14 calendar days;         

      (ii)  "Special Securities" shall mean securities which can, at the
option of the holder, be surrendered at face value in payment of any  
Federal estate tax or which provide tax benefits to the holder and are
  priced to reflect such tax benefits or which were originally issued at a
deep or substantial discount;                                         

   (iii)  "Ten Year Average Yield" shall mean the average yield to
   maturity for actively traded marketable U.S. Treasury fixed interest rate
securities (adjusted to constant maturities of ten years); and        

      (iv)   "Twenty Year Average Yield" shall mean the average yield to
   maturity for actively traded marketable U.S. Treasury fixed interest rate
securities (adjusted to constant maturities of 20 years).             

  4.  Voting Rights:  (i)  The holders of the Floating Rate Series B Stock
shall have the voting power and rights set forth and referred to in this        
paragraph 4 and in paragraph 7, and shall have no other voting power or rights  
except as otherwise from time to time required by law.                          

      (ii)  Whenever dividends on the Floating Rate Series B Stock shall
be unpaid as a whole or in part for six consecutive Dividend periods, then at   
the annual meeting of stockholders next following omission of the sixth         
successive quarterly dividend or any part thereof and at any annual meeting     
thereafter and at any meeting called for the election of Directors, until all   
dividends accumulated on the Floating Rate Series B Stock have been paid or     
declared and a sum sufficient for payment has been set aside, the holders of    
the Floating Rate Series B Stock, either alone or together with the holders of  
one or more other cumulative series of the Preferred Stock at the time          
outstanding which are granted such voting rights, voting as a class, shall be   
entitled, to the exclusion of the holders of one or more other series or        
classes of stock having general voting rights,  to vote for and elect two       
members of the Board of Directors of the Corporation, and the holders of        
Common Stock together with the holders of any series or class or classes of     
stock of the Corporation having general voting rights and not then entitled to  
elect two members of the Board of Directors pursuant to this paragraph 4 to     
the exclusion of the holders of all series then so entitled, shall be entitled  
to vote and elect the balance of the Board of Directors.  In  such case the     
Board of Directors of  the Corporation shall, as of the date of the annual      
meeting of stockholders aforesaid, be increased by two Directors.  The rights   

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of holders of Floating Rate Series B Stock to participate (either alone or      
together with the holders of one or more other cumulative series of Preferred   
Stock at the time outstanding which are granted such voting rights) in the      
exclusive election of two members of the Board of Directors of the Corporation  
pursuant to this paragraph 4 shall continue in effect until cumulative          
dividends have been paid in full or declared and set apart for payment on the   
Floating Rate Series B Stock.  At elections for such Directors, each holder of  
the Floating Rate Series B Stock shall be entitled to one vote for each share   
held.  The holders of Floating Rate Series B Stock shall have no right to       
cumulate such shares  in voting for the election of Directors.  At the annual   
meeting of stockholders, next following the termination (by reason of the       
payment of all accumulated and defaulted dividends on such stock or provision   
for the payment thereof by declaration and setting apart thereof) of the        
exclusive voting power pursuant to this paragraph 4 of the holders of Floating  
Rate Series B Stock and the holders of all other cumulative series which shall  
have been entitled to vote for and elect such two members of the Board of       
Directors of the Corporation, the terms of office of all persons who may have   
been elected Directors of the Corporation by vote of such holders shall         
terminate and the two vacancies created pursuant to this paragraph 4 to         
accommodate the exclusive right of election conferred hereunder shall           
thereupon be eliminated and the Board of Directors shall be decreased by two    
Directors.                                                                      

       (iii)  So long as any shares of Floating Rate Series B Stock remain
outstanding, the affirmative vote or consent of the holders of at least two-    
thirds of the shares of Floating Rate Series B Stock outstanding at the time    
given in person or by proxy, either in writing or at any special or annual      
meeting called for the purpose, shall be necessary to permit, effect or         
validate any one or more of the following:                                      

           (a)  The authorization, creation or issuance, or any increase
in the authorized or issued amount, of any class or series of stock (including  
any class or series of Preferred Stock) ranking prior (as that term is defined  
below in this paragraph 4) to the Floating Rate Series B Stock, or              

           (b)  The authorization, creation or issuance, or any increase
in the authorized or issued amount, of any class or series of stock (including  
any class or series of Preferred Stock) which ranks on a parity with the        
Floating Rate Series B Stock unless the Articles Supplementary or other         
provisions of the charter creating or authorizing such class or series shall    
provide that if in any case the stated dividends or amounts payable on          
liquidation are not paid in full on the Floating Rate Series B Stock and all    
outstanding shares of stock ranking on a parity (as that term is defined below  
in this paragraph 4) with the Floating Rate Series B Stock (the Floating Rate   
Series B Stock and all such other stock being herein called "Parity Stock"),    
the shares of all Parity Stock shall share ratably in the payment of            
dividends, including accumulations (if any) in accordance with the sums which   
would be payable on all Parity Stock if all dividends in respect of all shares  
of Parity Stock were paid in full, and on any distribution of assets upon       
liquidation ratably in accordance with the sums which would be payable in       
respect of all shares of Parity Stock if all sums payable were discharged in    
full, or                                                                        

          (c)  The amendment, alteration or repeal, whether by merger,
consolidation or otherwise, of any of the provisions of the charter of the      
Corporation including these Articles Supplementary which would materially and   
adversely affect any right, preference, privilege or voting power of the        
Floating Rate Series B Stock or of the holders thereof; provided, however,      
that any increase in the amount of authorized Preferred Stock, the              
Corporation's $2.125 Cumulative Preferred Stock or $3.125 Cumulative Preferred  
Stock or Cumulative Preferred Stock, Floating Rate Series A or the Floating     
Rate Series B Stock or the creation and issuance of other series of Preferred   
Stock, in each case ranking on a parity with or junior to the Floating Rate     
Series B Stock with respect to the payment of dividends and the distribution    
of assets upon liquidation, shall not be deemed to affect materially and        
adversely such rights, preferences, privileges or voting powers.                

The foregoing voting provisions shall not apply if, at or prior to the time 
when the act with respect to which such vote would otherwise be required shall  
be effected, all outstanding shares of the Floating Rate Series B Stock shall   
have been redeemed or sufficient funds shall have been deposited in trust in    
accordance with paragraph 6 to effect such redemption.                          

  Any class or classes of stock of the Corporation shall be deemed to rank

  (i)  prior to the Floating Rate Series B Stock as to dividends
 or as to distribution of assets  if the holders of such class 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 Floating Rate Series B   
Stock; and                                                        

 (ii)  on a parity with the Floating Rate Series B Stock as to
    dividends or as to distribution of assets, whether or not the dividend
    rates, dividend payment dates, or redemption or liquidation prices per
 share thereof be different from those of the Floating Rate Series B
Stock, if the holders of such class of stock and the Floating Rate
Series B 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 rates or
    liquidation prices, without preference or priority one over the other.

  5.  Liquidation:  Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of the Floating      
Rate Series B Stock shall have preference and priority over the Common Stock    
for payment out of the assets of the Corporation or proceeds thereof, whether   
from capital or surplus, of $50 per share together with the amount of any       
dividends accrued and unpaid thereon, and after such payment the holders of     
Floating Rate Series B Stock shall be entitled to no other payments.  If, in    
such case, the assets of the Corporation or proceeds thereof shall be           
insufficient to make the full liquidating payment of $50 per share and accrued  
and unpaid dividends on the Floating Rate Series B Stock and liquidating        
payments on any other outstanding series of Parity Stock (including accrued     
and unpaid dividends, if any), then such assets and proceeds shall be           
distributed among the holders of the Floating Rate Series B Stock and any       
other outstanding series of Parity Stock ratably in accordance with the         
respective amounts which would be payable on all series of Parity Stock         
(including accrued and unpaid dividends, if any) if all such liquidating        
amounts payable were paid in full.  A consolidation or merger of the            
Corporation with or into any other corporation or corporations or a sale,       
whether for cash, shares of stock, securities or properties, of all or          
substantially all or any part of the assets of the Corporation shall not be     
deemed or construed to be a liquidation, dissolution or winding up of the       
Corporation.                                                                    

6.  Redemption:  The shares of Floating Rate Series B Stock may not be
redeemed prior to April 1, 1989.  From April 1, 1989 through and including      
March 31, 1994, the Floating Rate Series B Stock may be redeemed, at the        
option of the Corporation, as a whole or in part, at any time or from time to   
time, at a redemption price equal to $51.50 per share plus accrued and unpaid   
dividends to the date of redemption.  After March 31, 1994, the Floating Rate   
Series B Stock may be redeemed, at the option of the Corporation, as a whole    
or in part, at any time or from time to time, at a redemption price equal to    
$51.50 per share plus accrued and unpaid dividends to the date of redemption.   

  At the option of the Corporation, shares of Floating Rate Series B Stock
redeemed or otherwise acquired may be restored to the status of authorized but  
unissued shares of Preferred Stock.                                             

     In the case of any redemption, the Corporation shall give notice of
such redemption to the holders of Floating Rate Series B Stock to be redeemed   
in the following manner: a notice specifying the shares to be redeemed and the  
time and place of redemption (and, if less than the total outstanding shares    
are to be redeemed, specifying the certificate numbers and number of shares to  
be redeemed) shall be mailed by first class mail, addressed to the holders of   
record of the Floating Rate Series B Stock to be redeemed at their respective   
addresses as the same shall appear upon the books of the Corporation, not more  
than 60 days and not less than 30 days previous to the date fixed for           
redemption.  In the event such notice is not given to any stockholder such      
failure to give notice shall not affect the notice given to other               
stockholders.  If less than the whole amount of outstanding Floating Rate       
Series B Stock is to be redeemed, the shares to be redeemed shall be selected   
by lot or pro rata in any  manner determined by resolution of the Board of      
Directors to be fair and proper.  From and after the date fixed in any such     
notice as the date of redemption (unless default shall be made by the           
Corporation in providing moneys at the time and place of redemption for the     
payment of the redemption price), all dividends upon the Floating Rate Series   
B Stock so called for redemption shall cease to accrue, and all rights of       
the holders of said Floating Rate Series B Stock as stockholders in             

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the Corporation, except the right to receive the redemption price plus          
dividends accrued and unpaid to the date of redemption (without interest) upon  
surrender of the certificate representing the Floating Rate Series B Stock so   
called for redemption, duly endorsed for transfer, if required, shall cease     
and terminate.  The Corporation's obligation to provide moneys in accordance    
with the preceding sentence shall be deemed fulfilled if, on or before the      
redemption date, the Corporation shall deposit with a bank or trust company     
(which may be an affiliate of the Corporation) having an office in the Borough  
of Manhattan, City of New York, having a capital and surplus of at least        
$50,000,000, funds necessary for such redemption, in trust, with irrevocable    
instructions that such funds be applied to the redemption of the shares of      
Floating Rate Series B Stock so called for redemption.  Any interest accrued    
on such funds shall be paid to the Corporation from time to time.  Any funds    
so deposited and unclaimed at the end of 6 years from such redemption date      
shall be released or repaid to the Corporation, after which the holders of      
such shares of Floating Rate Series B Stock so called for redemption shall      
look only to the Corporation for payment of the redemption price.               

7.  Limitation on Merger and Sale of Assets and on Disposition of the 
Voting Stock of the Bank:  So long as any shares of Floating Rate Series B      
Stock remain outstanding, the Corporation shall not, without the affirmative    
vote or consent of the holders of at least a majority of the votes of all       
Parity Stock entitled to vote outstanding at the time, given in person or by    
proxy, either in writing or by resolution adopted at a meeting at which the     
holders of Floating Rate Series B Stock (alone or together with the holders of  
one or more other series of Parity Stock at the time outstanding and entitled   
to vote) vote separately as a class,  (a)  directly or indirectly, sell,        
transfer or otherwise dispose of, or permit Republic National Bank of New York  
(the "Bank") or any other subsidiary of the Corporation, to issue, sell,        
transfer or otherwise dispose of any shares of voting stock of the Bank, or     
securities convertible into or options, warrants or rights to acquire voting    
stock of the Bank, unless after giving effect to any such transaction the Bank  
remains a Controlled Subsidiary (as hereinafter defined) of the Corporation or  
of a Qualified Successor Company (as hereinafter defined);  (b)  merge or       
consolidate with, or convey substantially all of its assets to any person or    
corporation unless the entity surviving such merger or consolidation or the     
transferee of such assets is the Corporation or a Qualified Successor Company;  
or  (c)  permit the Bank to merge, consolidate with, or convey substantially    
all of its assets to any person or corporation unless the entity surviving      
such merger or consolidation or the transferee of such assets is a Controlled   
Subsidiary of the Corporation or of a Qualified Successor Company, except in    
any of the foregoing cases as required to comply with applicable law,           
including, without limitation, any court or regulatory order.  The term         
"Qualified Successor Company" shall mean a corporation (or other similar        
organization or entity whether organized under or pursuant to the laws of the   
United States or any state thereof or of another jurisdiction) which  (i)  is   
or is required to be a registered bank holding company under the United States  
Bank Holding Company Act of 1956, as amended, or any successor legislation,     
(ii)  issues to the holders of the Floating Rate Series B Stock in exchange     
for the Floating Rate Series B Stock shares of preferred stock having at least  
the same relative rights and preferences as the Floating Rate Series B Stock    
(the "Exchanged Stock"),  (iii)  immediately after such transaction has not     
outstanding or authorized any class of stock or equity securities ranking       
prior to the Exchanged Stock with respect to the payment of dividends or the    
distribution of assets upon liquidation, and  (iv)  holds, as a Controlled      
Subsidiary or Subsidiaries, either the Bank or one or more other banking        
corporations which, collectively, immediately after such transaction hold       
substantially all of the assets and liabilities which the Bank held             
immediately prior to such transaction (which may be in addition to other        
assets and liabilities acquired in such transaction).  "Controlled Subsidiary"  
shall mean any corporation at least 80% of the outstanding shares of voting     
stock of which shall at the time be owned directly or indirectly by the         
Corporation or a Qualified Successor Company.  In connection with the exercise  
of the voting rights contained in this paragraph 7, holders of all series of    
Parity Stock which are granted such voting rights (of which the Floating Rate   
Series B Stock is the fourth series) shall vote as a class, and each holder of  
Floating Rate Series B Stock shall have one vote for each share of stock held   
and each other series shall have such number of votes, if any, for each share   
of stock held as may be granted them.                                           

The foregoing voting provisions shall not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required   
shall be effected, all  outstanding shares of the Floating Rate Series B Stock  
shall have been redeemed or sufficient funds shall have been deposited in       
trust in accordance with paragraph 6 to effect such redemption.                 

  8.  Parity Stock:  So long as any shares of Floating Rate Series B Stock
shall remain outstanding, in case the stated dividends or amounts payable on    
liquidation are not paid in full with respect to all outstanding shares of      
Parity Stock, all such shares shall share ratably in the payment of dividends,  
including accumulations (if any) in accordance with the sums which would be     
payable in respect of all outstanding shares of Parity Stock if all dividends   
in respect of all such shares of Parity Stock were paid in full, and on any     
distribution of assets upon liquidation, ratably in accordance with the sums    
which would be payable in respect of all outstanding Parity Stock if all sums   
payable were discharged in full.                                                

9.  For the Purposes Hereof:                                          

    (i)  The term "outstanding", when used in reference to shares of
stock, shall mean issued shares, excluding shares held by the Corporation and   
shares called for redemption pursuant to paragraph 6, funds for redemption of   
which shall have been deposited in trust pursuant to paragraph 6.               

    (ii)  The amount of dividends "accrued" on any share of Floating
Rate Series B Stock as at any quarterly dividend payment date shall be deemed   
to be the amount of any unpaid  dividends accumulated thereon to and including  
the end of the day preceding such quarterly dividend date, whether or not       
earned or declared; and the amount of dividends "accrued" on any share of       
Floating Rate Series B Stock as at any date other than a quarterly dividend     
payment date shall be calculated as the amount of any unpaid dividends          
accumulated thereon to and including the end of the day preceding the last      
preceding quarterly dividend payment date, whether or not earned or declared,   
plus an amount equivalent to dividends on the stated value of such share at     
the dividend rate fixed for such share for the period after the end of the day  
preceding such last preceding quarterly dividend payment date to and including  
the date as of which the calculation is made.                                   

IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these    
presents to be signed in its name and on its behalf by its President and its    
corporate seal to be hereunto affixed and attested by its Secretary, and the    
said officers of the Corporation further acknowledged said instrument to be     
the corporate act of the Corporation and stated under the penalties of perjury  
that to the best of their knowledge, information and belief the matters and     
facts therein set forth with respect to approval are true in all material       
respects, all on March 7, 1984.                                                 

                                 REPUBLIC NEW YORK CORPORATION

                             By:   /s/ Jeffrey C. Keil
Attest:                                               (President)               

/s/ Ernest Ginsberg                                           
(Secretary)                                       

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REPUBLIC NEW YORK CORPORATION 

Certificate of Correction 

Republic New York Corporation, a Maryland corporation having its principal      
office in Baltimore City, Maryland (which is hereinafter called the             
"Corporation"), hereby certifies to the State Department of Assessments and     
Taxation of Maryland that:                                                      

FIRST:  The first paragraph of Section 6 of Article Second of the Articles      
Supplementary of the Corporation which was executed on behalf of the            
Corporation by its President, Jeffrey C. Keil and witnessed by its Secretary,   
Ernest Ginsberg, and which was filed with the State Department of Assessments   
and Taxation of Maryland on March 9, 1984 at 11:51 a.m. is hereby corrected to  
read as follows:                                                                

             6.  Redemption:  The shares of Floating Rate Series B Stock may
   not be redeemed prior to April 1, 1989.  From April 1, 1989 through and
including March 31, 1994, the Floating Rate Series B Stock may be   
 redeemed, at the option of the Corporation, as a whole or in part, at
    any time or from time to time, at a redemption price equal to $51.50 per
share plus accrued and unpaid dividends to the date of redemption.  
   After March 31, 1994, the Floating Rate Series B Stock may be redeemed,
   at the option of the Corporation, as a whole or in part, at any time or
  from time to time, at a redemption price equal to the stated value per
share plus accrued and unpaid dividends to the date of redemption.  

            SECOND:  The first paragraph of Section 6 of Article Second of
the Articles Supplementary of the Corporation as filed with the State           
Department of Assessments and Taxation of Maryland prior to this Certificate    
of Correction read as follows:                                                  

             6.  Redemption:  The shares of Floating Rate Series B Stock may
   not be redeemed prior to April 1, 1989.  From April 1, 1989 through and
including March 31, 1994, the Floating Rate Series B Stock may be   
 redeemed, at the option of the Corporation, as a whole or in part, at
   any time or from time to time at a redemption price equal to $51.50 per
share plus accrued and unpaid dividends to the date of redemption.  
   After March 31, 1994, the Floating Rate Series B stock may be redeemed,
   at the option of the Corporation, as a whole or in part, at any time or
   from time to time, at a redemption price equal to $51.50 per share plus
accrued and unpaid dividends to the date of redemption.             

IN WITNESS WHEREOF, Republic New York Corporation, has caused these 
presents to be signed in its name and on its behalf by its Senior Vice          
President and witnessed by its Secretary on March 27, 1986.                     

WITNESS:                                       REPUBLIC NEW YORK CORPORATION    

/s/ William F. Rosenblum, Jr.                  /s/ Thomas F. Robards            
Secretary                                      Senior Vice President            

  THE UNDERSIGNED, Senior Vice President, Republic New York Corporation,
who executed on behalf of the Corporation the foregoing Certificate of          
Correction of which this Certificate is made a part, hereby acknowledges in     
the name and on behalf of said Corporation the foregoing Certificate of         
Correction to be the corporate act of said Corporation and hereby certifies to  
the best of his knowledge, information and belief the matters and facts set     
forth herein are true in all material respects under the penalties of perjury.  

                                           REPUBLIC NEW YORK CORPORATION

                                   /s/ Thomas F. Robards
                                   Senior Vice President
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REPUBLIC NEW YORK CORPORATION 

ARTICLES SUPPLEMENTARY  

REPUBLIC NEW YORK CORPORATION, a Maryland corporation having its principal      
Maryland office in the City of Baltimore, State of Maryland (hereinafter        
called the "Corporation"), hereby certifies to the State Department of          
Assessments and Taxation of Maryland that:                                      

FIRST:  Pursuant to authority expressly vested in the Board of Directors of     
the Corporation by Article FIFTH of the Charter of the Corporation, the Board   
of Directors has duly divided and classified 1,250 shares of the Preferred      
Stock of the Corporation into two series of designated Dutch Auction Rate       
Transferable SecuritiesTM Preferred Stock, Series A and B,  and has provided    
for the issuance of each such series.                                           

SECOND: The terms of the Dutch Auction Rate Transferable SecuritiesTM           
Preferred Stock, Series A and B, as set by the Finance Committee of the Board   
of Directors pursuant to authority duly delegated by the Board of Directors     
are as follows:                                                                 

 625 shares of Preferred Stock of the Corporation, without par
  value, shall constitute a series of Preferred Stock designated as "Dutch
Auction Rate Transferable Securities Preferred Stock, Series A",      
hereinafter referred to as the "Series A DARTS".  625 shares of       
   Preferred Stock of the Corporation, without par value, shall constitute a
  series of Preferred Stock designated as "Dutch Auction Rate Transferable
Securities Preferred Stock, Series B", hereinafter referred to as the 
 "Series B DARTS".  The Series A DARTS and the Series B DARTS are herein
referred to collectively as the "DARTS". All shares of each series of 
DARTS shall be identical with each other in all respects.  The DARTS  
shall be of a stated value of $100,000 per share (the "stated value").

    1.  Definitions.  Unless the context or use indicates another or
different meaning or intent, the following terms shall have the following       
meanings, whether used in the singular or plural:                               

    (a)  "60-day 'AA' Composite Commercial Paper Rate", on any date,
means  (i)  the interest equivalent of the 60-day rate on commercial  
   paper placed on behalf of issuers whose corporate bonds are rated "AA" by
 Standard & Poor's Corporation ("S&P"), or the equivalent of such rating
   by S&P or another rating agency, as such 60-day rate is made available on
   a discount basis or otherwise by the Federal Reserve Bank of New York for
  the Business Day immediately preceding such date, or  (ii)  in the event
  that the Federal Reserve Bank of New York does not make available such a
 rate, then the arithmetic average of the interest equivalent of the 60-
  day rate on commercial paper placed on behalf of such issuers, as quoted
 on a discount basis or otherwise by the Commercial Paper Dealers to the
 Trust Company for the close of business on the Business Day immediately
preceding such date.  If any Commercial Paper Dealer does not quote a 
rate required to determine the 60-day "AA" Composite Commercial Paper 
   Rate, the 60-day "AA" Composite Commercial Paper Rate shall be determined
on the basis of the quotation or quotations furnished by the remaining
Commercial Paper Dealer or Commercial Paper Dealers and any Substitute
 Commercial Paper Dealer or Substitute Commercial Paper Dealers selected
by the Corporation to provide such rate or rates not being supplied by
  any Commercial Paper Dealer or Commercial Paper Dealers, as the case may
   be, or, if the Corporation does not select any such Substitute Commercial
Paper Dealer or Substitute Commercial Paper Dealers, by the remaining 
Commercial Paper Dealer or Commercial Paper Dealers.  If the Board of 
   Directors of the Corporation shall make the adjustment referred to in the
third sentence of paragraph 2(b)(i), then  (i)  if the Dividend Period
Days shall be fewer than 70 days, such rate shall be the interest     
equivalent of the 60-day rate on such commercial paper;  (ii)  if the 
Dividend Period Days shall be 70 or more days but fewer than 85 days, 
 such rate shall be the arithmetic average of the interest equivalent of
  the 60-day and 90-day rates on such commercial paper; and  (iii)  if the
Dividend Period Days shall be 85 or more days but fewer than 98 days, 
such rate shall be the interest equivalent of the 90-day rate on such 
commercial paper.  For purposes of this definition, the "interest     
  equivalent" of a rate stated on a discount basis (a "discount rate") for
   commercial paper of a given day's maturity shall be equal to the quotient
 of (A) the discount rate divided by (B) the difference between (x) 1.00
and (y) a fraction the numerator of which shall be the product of the 
discount rate times the number of days in which such commercial paper 
  matures and the denominator of which shall be 360.  If the rate obtained
  by the Trust Company is quoted on another basis, the Trust Company shall
convert the quoted rate to its interest equivalent after consultation 
with the Corporation as to the method of such conversion.             

      (b)  "Applicable Rate" means the rate per annum at which dividends
are payable on the shares of a particular series of DARTS for any     
Dividend Period.                                                      

(c)  "Auction"  means each periodic operation of the Auction
Procedures.                                                           

 (d)  "Auction Procedures" means the procedures for conducting
Auctions set forth in paragraph 6 below.                              

        (e)  "Business Day" means a day on which the New York Stock Exchange
 is open for trading and which is not a Saturday, Sunday or other day on
which banks in The City of New York are authorized by law to close.   

    (f)  "Code" means the Internal Revenue Code of 1954, as amended.

       (g)  "Commercial Paper Dealers" means Salomon Brothers Inc, Merrill
 Lynch, Pierce, Fenner & Smith, Lehman Commercial Paper Incorporated and
Bear, Stearns & Co. Inc., or, in lieu of any thereof, their respective
affiliates or successors.                                             

(h)  "Date of Original Issue" means the date on which the   
   Corporation originally issues shares of Series A DARTS or Series B DARTS,
as the case may be.                                                   

      (i)  "Divided Payment Date" has the meaning set forth in paragraph
2(b)(i) below.                                                        

 (j)  "Dividend Period" has the meaning set forth in paragraph
2(c)(i) below.                                                        

      (k)  "Dividend Period Days" has the meaning set forth in paragraph
2(b)(i) below.                                                        

        (l)  "Holder" means the holder of shares of the Corporation's Series
A DARTS and Series B DARTS, as the case may be, as the same appears on
the Stock Books of the Corporation.                                   

     (m)  "Initial Dividend Payment Date" has the meaning set forth in
paragraph 2(b)(i) below.                                              

       (n)  "Initial Dividend Rate" has the meaning set forth in paragraph
2(c)(i) below.                                                        

(o)  "Initial Dividend Period" has the meaning set forth in 
paragraph 2(c)(i) below.                                              

        (p)  "Minimum Holding Period" has the meaning set forth in paragraph
2(b)(i) below.                                                        

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      (q)  "Notice of Redemption" has the meaning set forth in paragraph
4(c) below.                                                           

     (r)  "Parity Stock" has the meaning set forth in Section 5(c)(ii)
below.                                                                

        (s)  "Stock Books" means the stock transfer books of the Corporation
maintained by the Trust Company.                                      

  (t)  "Subsequent Dividend Period" has the meaning specified in
paragraph 2(c)(i) below.                                              

        (u)  "Substitute Commercial Paper Dealer" means Goldman, Sachs & Co.
   and Morgan Stanley & Co., Incorporated, or, in lieu of any thereof, their
respective affiliates or successors.                                  

  (v)  "Trust Company" means Manufacturers Hanover Trust Company
unless and until another bank or trust company shall have been so     
 appointed by a resolution of the Board of Directors of the Corporation.

        2.  Dividends.  (a)  The Holders shall be entitled to receive, when,
as and if declared by the Board of Directors of the Corporation, out of funds   
legally available therefor, cumulative cash dividends at the Applicable Rate    
per annum, determined as set forth below, and no more, payable on the           
respective dates set forth below.                                               

      (b)  (i)  Dividends on shares of DARTS, at the Applicable Rate per
annum, shall accrue from the Date of Original Issue and shall be payable        
commencing as follows:                                                          

Series A DARTS          May 28, 1986                        
Series B DARTS          June 3, 1986                        

and on each Tuesday that is the last day of successive 49-day periods           
thereafter; provided, however, that if any of such Tuesday, the Monday          
preceding such Tuesday or the Wednesday following such Tuesday is not a         
Business Day, then  (i)  the Dividend Payment Date will be the first Business   
Day after such Tuesday that is immediately followed by a Business Day and is    
preceded by a Business Day that is the preceding Monday or a day after such     
Monday, or  (ii)  if the Securities Depository shall make available to its      
participants and members in funds immediately available in The City of New      
York on Dividend Payment Dates, the amount due as dividends on such Dividend    
Payment Dates (and the Securities Depository shall have so advised the Trust    
Company), then the Dividend Payment Date will be the first Business Day on or   
after such Tuesday that is preceded by a Business Day that is the preceding     
Monday or a day after such Monday (each date of payment of dividends being      
herein referred to as a "Dividend Payment Date" and the first Dividend Payment  
Date for a particular series of DARTS being herein referred to as the "Initial  
Dividend Payment Date" for that series).  Although any particular Dividend      
Payment Date may not occur on the originally scheduled Tuesday because of the   
above-mentioned provisos, the next succeeding Dividend Payment Date shall be,   
subject to such provisos, the seventh Tuesday following the originally          
designated Tuesday for the prior Dividend Period.  Notwithstanding the          
foregoing, in the event of a change in law lengthening the minimum holding      
period (currently found in paragraph 246(c) of the Code) (the "Minimum Holding  
Period") required for taxpayers to be entitled to the dividends-received        
deduction on preferred stock held by non-affiliated corporations (currently     
found in paragraph 243 (a) of the Code), the Board of Directors of the          
Corporation or a duly designated Committee thereof shall adjust the period of   
time between Dividend Payment Dates so as to adjust uniformly the number of     
days (such number of days without giving effect to the provisos in the first    
sentence of this paragraph 2(b)(i) being hereinafter referred to as "Dividend   
Period Days") in Dividend Periods commencing after the date of such change in   
law to equal or exceed the then-current Minimum Holding Period; provided that   
the number of Dividend Period Days shall not exceed by more than nine days the  
length of such then-current Minimum Holding Period and shall be evenly          
divisible by seven, and the maximum number of Dividend Period Days in no event  
shall exceed 98 days.  Upon any such change in the number of Dividend Period    
Days as a result of a change in law, the Corporation shall mail notice of such  
change by first-class mail, postage prepaid, to the Trust Company and to each   
Holder at such Holder's address as the same appears on the Stock Books of the   
Corporation.                                                                    

          (ii)  Each dividend shall be paid to the Holder of shares of
DARTS as its name appears on the Stock Books of the Corporation at the opening  
of business on the Business Day next preceding the Dividend Payment Date        
thereof.  Dividends in arrears for any past Dividend Period may be declared     
and paid at any time, without reference to any regular Dividend Payment Date,   
in the manner specified above.  The persons entitled to such dividend payments  
shall be the Holders whose names appear on the Stock Books of the Corporation   
on a date, not exceeding 15 days preceding the payment date thereof, as may be  
fixed by the Board of Directors of the Corporation.                             

       (c)  (i)  The dividend rate (the "Initial Dividend Rate") on shares
of DARTS during the period from and after the Date of Original Issue to the     
Initial Dividend Payment Date (the "Initial Dividend Period") shall be 4-7/8%   
per annum.  Commencing on the Initial Dividend Payment Date, the dividend rate  
on shares of each series of DARTS for each subsequent dividend period           
(hereinafter referred to as a "Subsequent Dividend Period", the Initial         
Dividend Period or any Subsequent Dividend Period being hereinafter referred    
to as a "Dividend Period"), which Subsequent Dividend Period shall commence on  
the last day of the preceding dividend Period and shall end on the next         
Dividend Payment Date, shall be equal to the rate per annum that results from   
implementation of the Auction Procedures.                                       

          (ii)  The amount of dividends per share of a series of DARTS
payable for any Dividend Period or part thereof shall be computed by            
multiplying the Applicable Rate for such Dividend Period by a fraction the      
numerator of which shall be the number of days in such Dividend Period or part  
thereof (calculated by counting the first day thereof but excluding the last    
day thereof) such share was outstanding and the denominator of which shall be   
360 and multiplying the amount so obtained by $100,000.                         

   (d)  (i)  Except as hereinafter provided, no dividends shall be
declared or paid or set apart for payment on the shares of any series of DARTS  
for any period unless full cumulative dividends have been or contemporaneously  
are declared and paid on the shares of DARTS of all series through the most     
recent Dividend Payment Date.  Holders of shares of a series of DARTS shall     
not be entitled to any dividends, whether payable in cash, property or stock,   
in excess of full cumulative dividends, as herein provided, on the shares of    
that series of DARTS.  No interest, or sum of money in lieu of interest, shall  
be payable in respect of any dividend payment on the shares of DARTS that may   
be in arrears.                                                                  

             (ii)  If in any Dividend Period full cumulative dividends shall
not have been paid or declared and set apart for payment on all outstanding     
shares of DARTS for such Dividend Period and for all preceding Dividend         
Periods, then the aggregate deficiency shall be declared and fully paid or set  
apart for payment, but without interest, before  (i)  any dividends or other    
distributions (excluding dividends paid in shares of, or options, warrants or   
rights to subscribe for or purchase shares of, Common Stock of the              
Corporation) shall be declared and paid or set apart for payment on the Common  
Stock or on any other capital stock of the Corporation ranking junior to the    
DARTS with respect to the payment of dividends, or  (ii)  the Corporation       
shall purchase, redeem or otherwise acquire any shares of Preferred Stock or    
any shares of capital stock of the Corporation ranking on a parity with or      
junior to the DARTS with respect to the payment of dividends; provided,         
however, that any moneys set aside in trust as a sinking fund payment for any   
series of Preferred Stock pursuant to the Articles Supplementary providing for  
the issue of shares of such series may thereafter be applied to the purchase    
or redemption of Preferred Stock of such series whether or not at the time of   
such application full cumulative dividends upon the outstanding DARTS shall     
have been paid or declared and set apart for payment.                           

         (iii)  Any dividend payment made on shares of any Series of
DARTS shall first be credited against the earliest accrued but unpaid dividend  
due with respect to shares of DARTS of that series.                             

 3.  Liquidation Rights.  Upon any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, the            

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Holders of the DARTS shall have preference and priority over the Common Stock   
for payment out of the assets of the Corporation or proceeds thereof, whether   
from capital or surplus, of $100,000 per share together with the amount of any  
dividends accrued and unpaid thereon, and after such payment the Holders of     
DARTS shall be entitled to no other payments.  If, in such case, the assets of  
the Corporation or proceeds thereof shall be insufficient to make the full      
liquidating payment of $100,000 per share and accrued and unpaid dividends on   
the DARTS and liquidating payments on any other outstanding series of Parity    
Stock (including accrued and unpaid dividends, if any), then such assets and    
proceeds shall be distributed among the Holders of the DARTS and the holders    
of any other outstanding series of Parity Stock ratably in accordance with the  
respective amounts which would be payable on all series of Parity Stock         
(including accrued and unpaid dividends,  if any) if all such liquidating       
amounts payable were paid in full.  A consolidation or merger of the            
Corporation with or into any other corporation or corporations or a sale,       
whether for cash, shares of stock, securities or properties, of all or          
substantially all or any part of the assets of the Corporation shall not be     
deemed or construed to be a liquidation, dissolution or winding up of the       
Corporation.                                                                    

        4.  Redemption.  The DARTS shall be redeemable by the Corporation as
provided below:                                                                 

      (a)  (i)  At its option, the Board of Directors of the Corporation
or a duly designated Committee thereof may, out of funds legally available      
therefor, upon at least 30 days, but not more than 60 days, Notice of           
Redemption pursuant to clause (c) of this paragraph 4, redeem the shares of     
any series of DARTS or of all DARTS as a whole or from time to time in part on  
any Dividend Payment Date at a redemption price equal to                        

        (A)  $103,000 per share if redeemed on or before the first
anniversary of the Date of Original Issue;                

             (B)  $102,000 per share if redeemed thereafter and on or before
the second anniversary of the Date of Original Issue;     

             (C)  $101,000 per share if redeemed thereafter and on or before
the third anniversary of the Date of Original Issue; or   

(D)  $100,000 per share if redeemed thereafter;   

plus, in each case, an amount equal to accrued and unpaid dividends on such     
shares (whether or not earned or declared) to the redemption date               

        (ii)  The shares of any series of DARTS may also be redeemed, at the
option of the Board of Directors of the Corporation or a duly designated        
Committee thereof, as a whole but not in part, on any Dividend Payment Date,    
upon at least 30 days, but not more than 60 days, Notice of Redemption          
pursuant to clause (c) of this paragraph 4, at a redemption price of $100,000   
per share, plus an amount equal to accrued and unpaid dividends (whether or     
not earned or declared) on such shares to the redemption date, if the           
Applicable Rate fixed for the Dividend Period ending on such Dividend Payment   
Date shall equal or exceed the 60-day "AA" Composite Commercial Paper Rate on   
the date of determination of such Applicable Rate.                              

        (b)  Notwithstanding any other provision of this paragraph 4, shares
of a particular series of DARTS may not be redeemed, other than as a whole,     
unless all accrued and unpaid dividends on all outstanding shares of the        
series shall have been paid or are being contemporaneously paid or set apart    
for payment.  In the event that less than all the outstanding shares of a       
series of DARTS are to be redeemed, the shares to be redeemed shall be          
selected by lot or such other method as the Corporation shall deem fair and     
equitable.                                                                      

     (c)  Whenever shares of DARTS are to be redeemed, the Corporation
shall mail a notice ("Notice of Redemption") by first-class mail, postage       
prepaid, to each Holder of record of shares of DARTS to be redeemed and to the  
Trust Company.  A Notice of Redemption shall be addressed to the Holder at the  
address of the Holder appearing on the Stock Books of the Corporation           
maintained by the Trust Company.  The Notice of Redemption shall also be        
published in the Wall Street Journal.  The Notice of Redemption shall include   
a statement of  (i)  the redemption date,  (ii)  the redemption price,  (iii)   
the number of shares of each series of DARTS to be redeemed,  (iv)  the place   
or places where shares of DARTS are to be surrendered for payment of the        
redemption price,  (v)  that dividends on the shares to be redeemed will cease  
to accrue on such redemption date, and  (vi)  the provision under which         
redemption is made.  No defect in the Notice of Redemption or in the mailing    
or publication thereof shall affect the validity of the redemption              
proceedings, except as required by law.                                         

      If Notice of Redemption shall have been given as aforesaid and the
Corporation shall have deposited a sum sufficient to redeem the shares of       
DARTS as to which Notice of Redemption has been given with the Trust Company,   
with irrevocable instructions and authority to pay the redemption price to the  
Holders thereof, or if no such deposit is made, then upon such date fixed for   
redemption (unless the Corporation shall default in making payment of the       
redemption price), all rights of the Holders thereof as stockholders of the     
Corporation by reason of the ownership of such shares (except their right to    
receive the redemption price thereof, but without interest), shall terminate,   
and such shares shall no longer be deemed outstanding.  The Corporation shall   
be entitled to receive, from time to time, from the Trust Company the           
interest, if any, on such moneys deposited with it and the Holders of any       
shares so redeemed shall have no claim to any such interest.  In case the       
Holder of any shares so called for redemption shall not claim the redemption    
price for his shares within one year after the date of redemption, the Trust    
Company shall, upon demand, pay over to the Corporation such amount remaining   
on deposit and the Trust Company shall thereupon be relieved of all             
responsibility to the Holder of such shares and such Holder of the shares of    
DARTS so called for the redemption shall look only to the Corporation for the   
payment thereof.                                                                

        (d)  Except in an Auction and except as set forth above with respect
to redemptions, nothing contained in these Articles Supplementary shall limit   
any legal right of the Corporation to purchase or otherwise acquire any shares  
of DARTS in privately negotiated transactions or in the over-the-counter        
market or otherwise; provided that the Corporation is current in the payment    
of dividends on all of the outstanding series of DARTS.                         

        (e)  Shares of DARTS that have been redeemed, purchased or otherwise
acquired by the Corporation are not subject to reissuance and shall be          
cancelled.                                                                      

  5.  Voting Rights.  (a)  Holders of DARTS shall have no voting
rights, either general or special except as expressly required by applicable    
law, the Charter and as specified in this paragraph 5.                          

       (b)  Whenever dividends on any series of DARTS shall be unpaid as a
whole or in part for six consecutive dividend quarters, then at the annual      
meeting of stockholders next following omission of the last successive          
quarterly dividend or any part thereof in such period and at any annual         
meeting thereafter and at any meeting called for the election of Directors,     
until all dividends accumulated on the series of DARTS have been paid or        
declared and a sum sufficient for payment has been set aside, the Holders of    
the series of DARTS either alone or together with the Holders of one or more    
other series of DARTS or the holders of one or more other cumulative series of  
the Preferred Stock at the time outstanding which are granted such voting       
rights, voting as a class, shall be entitled, to the exclusion of the holders   
of one or more other series or classes of stock having general voting rights,   
to vote for and elect two members of the Board of Directors of the              
Corporation, and the holders of Common Stock together with the holders of any   
series or class or classes of stock of the Corporation having general voting    
rights and not then entitled to elect two members of the Board of Directors     
pursuant to this paragraph 5 to the exclusion of the holders of all series      
then so entitled, shall be entitled to vote and elect the balance of the Board  
of Directors.  In  such case the Board of Directors of  the Corporation shall,  
as of the date of the annual meeting of stockholders aforesaid, be increased    
by two Directors.  The rights of Holders of DARTS of any series to participate  
(either alone or together with the holders of one or more other cumulative      
series of Preferred Stock at the time outstanding which are granted such        
voting rights) in the exclusive election of two members of the Board of         
Directors of the Corporation pursuant to this paragraph 5 shall continue in     
effect until cumulative dividends have been paid in full or declared and set    
apart for payment on the series of DARTS.  At elections for such Directors,     
each Holder of DARTS shall be entitled to 2,000 votes for each share held.      
The Holders of DARTS shall have no right to cumulate such shares  in voting     
for the election of Directors.  At the annual meeting of stockholders next      
following the termination (by reason of the payment of all accumulated and      
defaulted dividends on such stock                                               

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or provision for the payment thereof by declaration and setting apart thereof)  
of the exclusive voting power pursuant to this paragraph 5 of the Holders of    
DARTS and the holders of all other cumulative series which shall have been      
entitled to vote for and elect such two members of the Board of Directors of    
the Corporation, the terms of office of all persons who may have been elected   
Directors of the Corporation by vote of such holders shall terminate and the    
two vacancies created pursuant to this paragraph 5 to accommodate the           
exclusive right of election conferred hereunder shall thereupon be eliminated,  
and the Board of Directors shall be decreased by two Directors.                 

(c)  So long as any shares of DARTS remain outstanding, the 
affirmative vote of the Holders of at least two-thirds of the votes of any      
series of DARTS outstanding at the time given in person or by proxy, at any     
special or annual meeting called for the purpose, shall be necessary to         
permit, effect or validate any one or more of the following:                    

            (i)  The authorization, creation or issuance, or any increase in
    the authorized or issued amount, of any class or series of stock
        (including any class or series of Preferred Stock) ranking prior (as
     that term is defined below in this paragraph 5) to such series of
DARTS, or                                                   

          (ii)  The authorization, creation or issuance, or any increase
       in the authorized or issued amount, of any class or series of stock
       (including any class or series of Preferred Stock) which ranks on a
      parity with such series of DARTS unless the Articles Supplementary
   or other provisions of the charter creating or authorizing such
class or series shall provide that if in any case the stated
       dividends or amounts payable on liquidation are not paid in full on
       such series of DARTS and all outstanding shares of stock ranking on
     a parity (as that term is defined below in this paragraph 5) with
       such series of DARTS (such series of DARTS and all such other stock
       being herein called "Parity Stock"), the shares of all Parity Stock
shall share ratably in the payment of dividends, including  
     accumulations (if any) in accordance with the sums which would be
  payable on all Parity Stock if all dividends in respect of all
        shares of Parity Stock were paid in full, and on any distribution of
     assets upon liquidation ratably in accordance with the sums which
    would be payable in respect of all shares of Parity Stock if all
sums payable were discharged in full, or                    

        (iii)  The amendment, alteration or repeal, whether by merger,
       consolidation or otherwise, of any of the provisions of the charter
   of the Corporation including these Articles Supplementary which
would materially and adversely affect any right, preference,
       privilege or voting power of such series of DARTS or of the Holders
  thereof; provided, however, that any increase in the amount of
      authorized Preferred Stock or Cumulative Preferred Stock, Floating
     Rate Series A or the Floating Rate Series B Stock or DARTS or the
      creation and issuance of other series of Preferred Stock including
  DARTS, in each case ranking on a parity with or junior to such
    series of DARTS with respect to the payment of dividends and the
   distribution of assets upon liquidation, shall not be deemed to
        affect materially and adversely such rights, preferences, privileges
or voting powers.                                           

       The foregoing voting provisions shall not apply as to any series of
DARTS if, at or prior to the time when the act with respect to which such vote  
would otherwise be required shall be effected, all outstanding shares of such   
series of DARTS shall have been redeemed or sufficient funds shall have been    
deposited in trust in accordance with paragraph 4 to effect such redemption.    

         Any class or classes of stock of the Corporation shall be deemed to
rank                                                      

           (A)  prior to any series of DARTS as to dividends  or as to
   distribution of assets  if the holders of such class 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 such series of DARTS; and

            (B)  on a parity with any series of DARTS as to dividends or
      as to distribution of assets, whether or not the dividend rates,
     dividend payment dates, or redemption or liquidation prices per
      share thereof be different from those of any series of DARTS, if
         the holders of such class of stock and any series of DARTS 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 rates or liquidation
prices, without preference or priority one over the other.

       In connection with the exercise of the voting rights contained in
this paragraph 5(c), each Holder of DARTS shall have 2,000 votes for each       
share of stock held.                                                            

  (d)   So long as any shares of DARTS remain outstanding, the
Corporation shall not, without the affirmative vote of the holders of at least  
a majority of the votes of all Parity Stock entitled to vote outstanding at     
the time, given in person or by proxy, by resolution adopted at a meeting at    
which the Holders of shares of DARTS (alone or together with the holders of     
one or more other series of Parity Stock at the time outstanding and entitled   
to vote) vote separately as a class,  (a)  directly or indirectly, sell,        
transfer or otherwise dispose of, or permit Republic National Bank of New York  
(the "Bank") or any other subsidiary of the Corporation, to issue, sell,        
transfer or otherwise dispose of any shares of voting stock of the Bank, or     
securities convertible into or options, warrants or rights to acquire voting    
stock of the Bank, unless after giving effect to any such transaction the Bank  
remains a Controlled Subsidiary (as hereinafter defined) of the Corporation or  
of a Qualified Successor Company (hereinafter defined);  (b)  merge or          
consolidate with, or convey substantially all of its assets to any person or    
corporation unless the entity surviving such merger or consolidation or the     
transferee of such assets is the Corporation or a Qualified Successor Company;  
or  (c)  permit the Bank to merge, consolidate with, or convey substantially    
all of its assets to any person or corporation unless the entity surviving      
such merger or consolidation or the transferee of such assets is a Controlled   
Subsidiary of the Corporation or of a Qualified Successor Company, except in    
any of the foregoing cases as required to comply with applicable law,           
including, without limitation, any court or regulatory order.  The term         
"Qualified Successor Company" shall mean a corporation (or other similar        
organization or entity whether organized under or pursuant to the laws of the   
United States or any state thereof or of another jurisdiction) which  (i)  is   
or is required to be a registered bank holding company under the United States  
Bank Holding Company Act of 1956, as amended, or any successor legislation,     
(ii)  issues to the holders of DARTS in exchange for the DARTS shares of        
preferred stock having at least the same relative rights and preferences as     
the DARTS (the "Exchanged Stock"),  (iii)  immediately after such transaction   
has not outstanding or authorized any class of stock or equity securities       
ranking prior to the Exchanged Stock with respect to the payment of dividends   
or the distribution of assets upon liquidation, and  (iv)  holds, as a          
Controlled Subsidiary or Subsidiaries, either the Bank or one or more other     
banking corporations which, collectively, immediately after such transaction    
hold substantially all of the assets and liabilities which the Bank held        
immediately prior to such transaction (which may be in addition to other        
assets and liabilities acquired in such transaction).  "Controlled Subsidiary"  
shall mean any corporation at least 80% of the outstanding shares of voting     
stock of which shall at the time be owned directly or indirectly by the         
Corporation or a Qualified Successor Company.  In connection with the exercise  
of the voting rights contained in this paragraph 5(d), holders of all series    
of Parity Stock which are granted such voting rights  shall vote as a class,    
and each Holder of DARTS shall have 2,000 votes for each share of stock held,   
and each other series shall have such number of votes, if any, for each share   
of stock held as may be granted them.                                           

      The foregoing voting provisions shall not apply if, at or prior to
the time when the act with respect to which such vote would otherwise be        
required shall be effected, all  outstanding shares of the DARTS shall have     
been redeemed or sufficient funds shall have been deposited in trust in         
accordance with paragraph 4 to effect such redemption.                          

   6.  Auction Procedures.  (a)  Certain definitions.  Capitalized
terms not defined in this paragraph 6 shall have the respective meanings        
specified in paragraphs 1 through 5 above.  As used in this paragraph 6, the    
following terms shall have the following meanings, unless the context           
otherwise requires:                                                             

   (i)  "Affiliate" shall mean any Person known to the Trust
  Company to be controlled by, in control of, or under common control with
the Corporation.                                                      

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      (ii)  "Agent Member" shall mean the member of the Securities
  Depository that will act on behalf of a Bidder and is identified as such
in such Bidder's Purchaser's Letter.                                  

(iii)  "Auction" shall mean the periodic operation of the     
procedures set forth in this paragraph 6.                             

   (iv)  "Auction Date" shall mean the Business Day next preceding a
Dividend Payment Date.                                                

(v)  "Available DARTS" shall have the meaning specified in    
paragraph 6(d)(i) below.                                              

   (vi)  "Bid" shall have the meaning specified in paragraph 6(b)(i)
below.                                                                

(vii)  "Bidder" shall have the meaning specified in paragraph 
6(b)(i) below.                                                        

(viii)  "Broker-Dealer" shall mean any broker-dealer, or other
entity permitted by law to perform the functions required of a        
Broker-Dealer in this paragraph 6, that has been selected by the      
Corporation and has entered into a Broker-Dealer Agreement with the   
Trust Company that remains effective.                                 

 (ix)  "Broker-Dealer Agreement" shall mean an agreement between
the Trust Company and a Broker-Dealer pursuant to which such Broker-  
Dealer agrees to follow the procedures specified in this paragraph 6. 

(x)  "DARTS" shall mean Series A and Series B DARTS being     
auctioned pursuant to this paragraph 6.                               

(xi)  "Existing Holder", when used with respect to shares of  
DARTS, shall mean a Person who has signed a Purchaser's Letter and is 
  listed as the beneficial owner of such shares of DARTS in the records of
the Trust Company.                                                    

  (xii) "Hold Order" shall have the meaning specified in paragraph
6(b)(i) below.                                                        

    (xiii)  "Maximum Applicable Rate", on any Auction Date, shall mean
the percentage of the 60-day "AA" Composite Commercial Paper Rate on  
such Auction Date, determined as set forth below based on the         
prevailing rating of shares of DARTS in effect at the close of        
business on such Auction Date:                                        

Prevailing Rating                                          Percentage 

AA/aa or Above...........................................     110%    

A/a......................................................     120%    

BBB/baa..................................................     130%    
Below BBB/baa............................................     150%    

        For purposes of this definition, the "prevailing rating" of shares
  of DARTS shall be  (i)  AA/aa or Above, if shares of DARTS have a rating
of AA- or better by Standard & Poor's Corporation or its successor    
("S&P") or aa3 or better by Moody's Investors Service, Inc., or its   
successor ("Moody's"), or the equivalent of either or both of such    
ratings by such agencies or a substitute rating agency or substitute  
   rating agencies selected as provided below,  (ii)  if not AA/aa or Above,
 then A/a if the shares of DARTS have a rating of A- or better and lower
than AA- by S&P or a3 or better and lower then aa3 by Moody's or the  
equivalent of either or both of such ratings by such agencies or a    
substitute rating agency or substitute rating agencies selected as    
provided below,  (iii)  if not AA/aa or Above or A/a, then BBB/baa, if
 the shares of DARTS have a rating of BBB- or better and lower than A-by
 S&P or baa3 or better and lower than a3 by Moody's or the equivalent of
either or both of such ratings by such agencies or a substitute rating
agency or substitute rating agencies selected as provided below, and  
(iv)  if not AA/aa or Above, A/a or BBB/baa, then Below BBB/baa.  The 
Company shall take all reasonable action necessary to enable S&P and  
Moody's to provide a rating for DARTS.  If either S&P or Moody's shall
 not make such a rating available, or neither S&P nor Moody's shall make
such a rating available, Salomon Brothers Inc, Merrill Lynch, Pierce, 
Fenner & Smith Incorporated, Shearson Lehman Brothers Incorporated and
    Bear, Stearns & Co. Inc. and/or their successors shall select a nationally
recognized securities rating agency or two nationally recognized      
securities rating agencies to act as substitute rating agency or      
substitute rating agencies, as the case may be.                       

(xiv)  "Order" shall have the meaning specified in paragraph
6(b)(i) below.                                                        

   (xv)  "Outstanding" shall mean, as of any date, shares of DARTS
theretofore issued by the Corporation except, without duplication,    
(A)  any shares of DARTS theretofore cancelled or delivered to the    
Trust Company for cancellation, or redeemed by the Corporation or as  
to which a notice of redemption shall have been given by the          
Corporation,  (B)  any shares of DARTS as to which the Corporation or 
any Affiliate thereof shall be an Existing Holder and  (C)  any       
shares of DARTS represented by any certificate in lieu of which a new 
certificate has been executed and delivered by the Corporation.       
(xvi)  "Person" shall mean and include an individual, a     
partnership, a corporation, a trust, an unincorporated association, a 
joint venture or other entity or a government or any agency or        
political subdivision thereof.                                        

   (xvii)  "Potential Holder" shall mean any Person, including any
Existing Holder,  (A)  who shall have executed a Purchaser's Letter   
and  (B)  who may be interested in acquiring shares of DARTS (or, in  
the case of an Existing Holder, additional shares of DARTS).          

      (xviii)  "Purchaser's Letter" shall mean a letter addressed to the
Corporation, the Trust Company and a Broker-Dealer in which a Person  
agrees, among other things, to offer to purchase, purchase, offer to  
sell and/or sell shares of DARTS as set forth in this paragraph 6.    

  (xix)  "Securities Depository" shall mean The Depository Trust
Company and its successors and assigns or any other securities        
depository selected by the Corporation which agrees to follow the     
procedures required to be followed by such securities depository in   
connection with shares of DARTS.                                      

    (xx)  "Sell Order" shall have the meaning specified in paragraph
6(b)(i) below.                                                        

     (xxi)  "Submission Deadline" shall mean 12:30 P.M., New York City
   time, on any Auction Date or such other time on any Auction Date by which
Broker-Dealers are required to submit Orders to the Trust Company as  
specified by the Trust Company from time to time.                     

         (xxii)  "Submitted Bid" shall have the meaning specified in paragraph
6(d)(i) below.                                                        

       (xxiii)  "Submitted Hold Order" shall have the meaning specified in
paragraph 6(d)(i) below.                                              

 (xxiv)  "Submitted Order" shall have the meaning specified in
paragraph 6(d)(i) below.                                              

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     (xxv)  "Submitted Sell Order" shall have the meaning specified in
paragraph 6(d)(i) below.                                              

          (xxvi)  "Sufficient Clearing Bids" shall have the meaning specified in
paragraph 6(d)(i) below.                                              

   (xxvii)  "Winning Bid Rate" shall have the meaning specified in
paragraph 6(d)(i) below.                                              

(b)  Orders by Existing Holders and Potential Holders.                
(i)  On or prior to each Auction Date:                      

   (A)  each Existing Holder may submit to a Broker-Dealer
information as to:                                          

       (1)  the number of Outstanding shares, if any, of
         DARTS held by such Existing Holder which such Existing Holder
             desires to continue to hold without regard to the Applicable Rate
for the next succeeding Dividend Period;            

       (2)  the number of Outstanding shares, if any, of
         DARTS held by such Existing Holder which such Existing Holder
          desires to continue to hold, provided that the Applicable Rate
          for the next succeeding Dividend Period shall not be less than
        the rate per annum specified by such Existing Holder; and/or

       (3)  the number of Outstanding shares, if any, of
         DARTS held by such Existing Holder which such Existing Holder
             offers to sell without regard to the Applicable Rate for the next
succeeding Dividend Period; and                     

(B)  each Broker-Dealer, using a list of Potential  
             Holders that shall be maintained in good faith for the purpose of
     conducting a competitive Auction, shall contact Potential
             Holders, including Persons that are not Existing Holders, on such
          list to determine the number of Outstanding shares, if any, of
      DARTS which each such Potential Holder offers to purchase,
              provided that the Applicable Rate for the next succeeding Dividend
         Period shall not be less than the rate per annum specified by
such Potential Holder.                              

For the purposes hereof, the communication to a Broker-Dealer of      
information referred to in clause (A) or (B) of this paragraph 6(b)(i) is       
hereinafter referred to as an "Order" and each Existing Holder and each         
Potential Holder placing an Order is hereinafter referred to as a "Bidder";     
an Order containing the information referred to in clause (A)(1) of this        
paragraph 6(b)(i) is hereinafter referred to as a "Hold Order"; an Order        
containing the information referred to in clause (A)(2) or (B) of this          
paragraph 6(b)(i) is hereinafter referred to as a "Bid"; and an Order           
containing the information referred to in clause (A)(3) of this paragraph       
6(b)(i) is hereinafter referred to as a "Sell Order."                           

         (ii) (A)  A Bid by an Existing Holder shall constitute an irrevocable
offer to sell:                                              

                     (l)  the number of Outstanding shares of DARTS specified in
             such Bid if the Applicable Rate determined on such Auction Date
   shall be less than the rate specified in such Bid; or

                   (2)  such number or a lesser number of Outstanding shares
               of DARTS to be determined as set forth in paragraph 6(e)(i)(D) if
          the Applicable Rate determined on such Auction Date shall be
equal to the rate specified therein; or           

                 (3)  a lesser number of Outstanding shares of DARTS to be
      determined as set forth in paragraph 6(e)(ii)(C) if such
        specified rate shall be higher than the Maximum Applicable
Rate and Sufficient Clearing Bids do not exist.   

         (B)  A Sell Order by an Existing Holder shall constitute an
irrevocable offer to sell:                        

                   (1)  the number of Outstanding shares of DARTS specified in
such Sell Order; or                               

                    (2)  such number or a lesser number of Outstanding shares of
             DARTS to be determined as set forth in paragraph 6(e)(ii)(C) if
Sufficient Clearing Bids do not exist.            

              (C)  A Bid by a Potential Holder shall constitute an irrevocable
offer to purchase:                                          

                   (1)  the number of Outstanding shares of DARTS specified in
             such Bid if the Applicable Rate determined on such Auction Date
     shall be higher than the rate specified in such Bid; or

                    (2)  such number or a lesser number of Outstanding shares of
            DARTS to be determined as set forth in paragraph 6(e)(i)(E) if
          the Applicable Rate determined on such Auction Date shall be
equal to the rate specified therein.              

(c)  Submission of Orders by Broker-Dealers to Trust Company. 
        (i)  Each Broker-Dealer shall submit in writing to the Trust
   Company prior to the Submission Deadline on each Auction Date all
      Orders obtained by such Broker-Dealer and specifying with respect to
each Order:                                                   

(A)  the name of the Bidder placing such Order;                       

(B)  the aggregate number of Outstanding shares of DARTS that are the 
subject of such Order;                                                          

(C)  to the extent that such Bidder is an Existing Holder:            

          (1)  the number of Outstanding shares, if any, of DARTS subject to any
Hold Order placed by such Existing Holder;                            

          (2)  the number of Outstanding shares, if any, of DARTS subject to any
    Bid placed by such Existing Holder and the rate specified in such Bid; and

          (3)  the number of Outstanding shares, if any, of DARTS subject to any
Sell Order placed by such Existing Holder.                            

     (D)  to the extent such Bidder is a Potential Holder, the rate specified in
such Potential Holder's Bid.                                                    

   (ii)  If any rate specified in any Bid contains more than three
  figures to the right of the decimal point, the Trust Company shall round
such rate up to the next highest one-thousandth (.001) of 1%.         

          (iii)  If an Order or Orders covering all of the Outstanding shares of
DARTS held by an Existing Holder is not submitted to the Trust Company
     prior to the Submission Deadline, the Trust Company shall deem a Hold Order
to have been submitted on behalf of such Existing Holder covering the 
    number of Outstanding shares of DARTS held by such Existing Holder and not
subject to Orders submitted to the Trust Company.                     

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   (iv)  If one or more Orders covering in the aggregate more than the
number of Outstanding shares of DARTS held by an Existing Holder are      
submitted to the Trust Company, such Orders shall be considered valid as  
follows and in the following order of priority:                           

             (A)  any Hold Order submitted on behalf of such Existing Holder
shall be considered valid up to and including the number of 
      Outstanding shares of DARTS held by such Existing Holder; provided
   that if more than one Hold Order is submitted on behalf of such
     Existing Holder and the number of shares of DARTS subject to such
      Hold Orders exceeds the number of Outstanding shares of DARTS held
     by such Existing Holder, the number of shares of DARTS subject to
       such Hold Orders shall be reduced pro rata so that such Hold Orders
      shall cover the number of Outstanding shares of DARTS held by such
Existing Holder;                                            

   (B)  (1)  any Bid shall be considered valid up to and
     including the excess of the number of Outstanding shares of DARTS
   held by such Existing Holder over the number of shares of DARTS
subject to Hold Orders referred to in paragraph 6(c)(iv)(A);

                   (2)  subject to clause (1) above, if more than one Bid with
        the same rate is submitted on behalf of such Existing Holder and the
 number of Outstanding shares of DARTS subject to such Bids is
       greater than such excess, the number of Outstanding shares of DARTS
    subject to such Bids shall be reduced pro rata so that such Bids
       shall cover the number of Outstanding shares of DARTS equal to such
excess; and                                                 

                   (3)  subject to clause (1) above, if more than one Bid with
        different rates is submitted on behalf of such Existing Holder, such
  Bids shall be considered valid in the ascending order of their
      respective rates and in any such event the number, if any, of such
      Outstanding shares subject to Bids not valid under this clause (B)
       shall be treated as the subject of a Bid by a Potential Holder; and

               (C)  any Sell Order shall be considered valid up to and including
        the excess of the number of Outstanding shares of DARTS held by such
          Existing Holder over the number of Outstanding shares of DARTS subject
         to Hold Orders referred to in paragraph 6(c)(iv)(A) and Bids referred
to in paragraph 6 (c)(iv)(B).                               

 (v)  If more than one Bid is submitted on behalf of any Potential
Holder, each Bid submitted shall be a separate Bid with the rate and      
shares of DARTS therein specified                                         

    (d)  Determination of Sufficient Clearing Bids, Winning Bid Rate and
Applicable Rate.  (i)  Not earlier than the Submission Deadline on each Auction 
Date, the Trust Company shall assemble all Orders submitted to it by the Broker-
Dealers (each such Order as submitted or deemed submitted by a Broker-Dealer    
being hereinafter referred to individually as a "Submitted Hold Order", a       
"Submitted Bid" or a "Submitted Sell Order", as the case may be, or as a        
"Submitted Order") and shall determine:                                         

     (A)  the excess of the total number of Outstanding shares of DARTS over
the number of Outstanding shares of DARTS that are the subject of         
Submitted Hold Orders (such excess being hereinafter referred to as the   
"Available DARTS");                                                       

(B)  from the Submitted Orders whether:                           

    (1)  the number of Outstanding shares of DARTS that are the subject of
Submitted Bids by Potential Holders specifying one or more rates equal
 to or lower than the Maximum Applicable Rate exceeds or is equal to the
sum of:                                                               

     (2) (a)  the number of Outstanding shares of DARTS that are the
  subject of Submitted Bids by Existing Holders specifying one or more
rates higher than the Maximum Applicable Rate, and                

             (b)  the number of Outstanding shares of DARTS that are subject
     to Submitted Sell Orders (if such excess or such equality exists (other
   than because the number of Outstanding shares of DARTS in clauses (a)
     and (b) above are each zero because all the Outstanding shares of DARTS
      are the subject of Submitted Hold Orders), such Submitted Bids in clause
 (1) above being hereinafter referred to collectively as "Sufficient
Clearing Bids"); and                                              

             (C)  if Sufficient Clearing Bids exist, the lowest rate specified
in the Submitted Bids (the "Winning Bid Rate") which if:          

          (1)  each Submitted Bid from Existing Holders specifying the Winning
    Bid Rate and all other Submitted Bids from Existing Holders specifying
lower rates were rejected, thus entitling such Existing Holders to
continue to hold the shares of DARTS that are the subject of such 
Submitted Bids, and                                               

           (2)  each Submitted Bid from Potential Holders specifying the Winning
     Bid Rate and all other Submitted Bids from Potential Holders specifying
lower rates were accepted, thus entitling the Potential Holders to
 purchase the shares of DARTS that are the subject of such Submitted
 Bids, would result in the number of shares subject to all Submitted
 Bids specifying the Winning Bid Rate or a lower rate being at least
equal to the Available DARTS.                                     

(ii)  Promptly after the Trust company has made the determinations
pursuant to paragraph 6(d)(i), the Trust Company shall advise the         
Corporation of the Maximum Applicable Rate and the Minimum Applicable     
Rate and, based on such determinations, the Applicable Rate for the next  
succeeding Dividend Period as follows:                                    

      (A)  if Sufficient Clearing Bids exist, that the Applicable Rate for the
next succeeding Dividend Period shall be equal to the Winning Bid Rate so 
determined;                                                               

   (B)  if Sufficient Clearing Bids do not exist (other than because all
of the Outstanding shares of  DARTS are the subject of Submitted Hold     
Orders), that the Applicable Rate for the next succeeding Dividend Period 
shall be equal to the Maximum Applicable Rate; or                         

(C)  if all of the Outstanding shares of DARTS are the subject of 
Submitted Hold Orders, that the Applicable Rate for the next succeeding   
Dividend Period shall be 59% of the 60-day "AA" Composite Commercial      
Paper Rate on the date of the Auction.                                    

   (e)  Acceptance and Rejection of Submitted Bids and Submitted Sell Orders
and Allocation of Shares.  Based on the determinations made pursuant to         
paragraph 6(d)(i), the Submitted Bids and Submitted Sell Orders shall be        
accepted or rejected and the Trust Company shall take such other action as set  
forth below:                                                                    

(i)  If  Sufficient Clearing Bids have been made, subject to the  
provisions of paragraph 6(e)(ii) and 6(e)(iv), Submitted Bids and         
Submitted Sell Orders shall be accepted or rejected in the following      
order of priority and all other Submitted Bids shall be rejected:         

          (A)  the Submitted Sell Orders of Existing Holders shall be accepted
     and the Submitted Bid of each of the Existing Holders specifying any rate
that is higher than the Winning Bid Rate shall be accepted, thus    
 requiring each such Existing Holder to sell the Outstanding shares of
DARTS that are the subject of such Submitted Bid;                   

       (B)  the Submitted Bid of each of the Existing Holders specifying
any rate that is lower than the Winning Bid Rate shall be rejected, 

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thus entitling each such Existing Holder to continue to hold the    
   Outstanding shares of DARTS that are the subject of such Submitted Bid;

        (C)  the Submitted Bid of each of the Potential Holders specifying
any rate that is lower than the Winning Bid Rate shall be accepted; 

         (D)  the Submitted Bid of each of the Existing Holders specifying a
rate that is equal to the Winning Bid Rate shall be rejected, thus  
   entitling each such Existing Holder to continue to hold the Outstanding
  shares of DARTS that are the subject of such Submitted Bid, unless the
    number of Outstanding shares of DARTS subject to all such Submitted Bids
shall be greater than the number of Outstanding shares of DARTS     
    ("remaining shares") equal to the excess of the Available DARTS over the
     number of Outstanding shares of DARTS subject to Submitted Bids described
 in paragraphs 6(e)(i)(B) and 6(e)(i)(C), in which event the Submitted
Bids of each such Existing Holder shall be accepted, and each such  
  Existing Holder shall be required to sell Outstanding shares of DARTS,
     but only in an amount equal to the difference between  (1)  the number of
    Outstanding shares of DARTS then held by such Existing Holder subject to
  such Submitted Bid and  (2)  the number of shares of DARTS obtained by
multiplying (x) the number of remaining shares by (y) a fraction the
 numerator of which shall be the number of Outstanding shares of DARTS
held by such Existing Holder subject to such Submitted Bid and the  
     denominator of which shall be the sum of the number of Outstanding shares
     of DARTS subject to such submitted Bids made by all such Existing Holders
that specified a rate equal to the Winning Bid Rate; and            

          (E)  the Submitted Bid of each of the Potential Holders specifying a
    rate that is equal to the Winning Bid Rate shall be accepted but only in
    an amount equal to the number of Outstanding shares of DARTS obtained by
     multiplying (x) the difference between the Available DARTS and the number
 of Outstanding shares of DARTS subject to Submitted Bids described in
  paragraphs 6(e)(i)(B), 6(e)(i)(C) and 6(e)(i)(D) by (y) a fraction the
 numerator of which shall be the number of Outstanding shares of DARTS
   subject to such Submitted Bid and the denominator of which shall be the
sum of the number of Outstanding shares of DARTS subject to such    
  Submitted Bids made by all such Potential Holders that specified rates
equal to the Winning Bid Rate.                                      

(ii)  If Sufficient Clearing Bids have not been made (other than    
because all of the Outstanding shares of DARTS are subject to Submitted   
Hold Orders), subject to the provisions of paragraphs 6(e)(iii) and       
6(e)(iv), Submitted Orders shall be accepted or rejected in the following 
order of priority and all other Submitted Bids shall be rejected:         

   (A)  the Submitted bid of each Existing Holder specifying any rate that
is equal to or lower than the Maximum Applicable Rate shall be      
 rejected, thus entitling such Existing Holder to continue to hold the
   Outstanding shares of DARTS that are the subject of such Submitted Bid;

(B)  the Submitted Bid of each Potential Holder specifying any rate 
that is equal to or lower than the Maximum Applicable Rate shall be 
accepted, thus requiring such Potential Holder to purchase the      
   Outstanding shares of DARTS that are the subject of such Submitted Bid;
and                                                                 

(C)  the Submitted Bids of each Existing Holder specifying any rate 
 that is higher than the Maximum Applicable Rate shall be accepted and
   the Submitted Sell Orders of each Existing Holder shall be accepted, in
  both cases only in an amount equal to the difference between  (1)  the
   number of Outstanding shares of DARTS then held by such Existing Holder
subject to such Submitted Bid or Submitted Sell Order and  (2)  the 
number of shares of DARTS obtained by multiplying (x) the difference
between the Available DARTS and the aggregate number of Outstanding 
shares of DARTS subject to Submitted Bids described in paragraphs   
6(e)(ii)(A) and 6(e)(ii)(B) by (y) a fraction the numerator of which
shall be the number of Outstanding shares of DARTS held by such     
 Existing holder subject to such Submitted Bid or Submitted Sell Order
  and the denominator of which shall be the number of Outstanding shares
  of DARTS subject to all such Submitted Bids and Submitted Sell Orders.

  (iii)  If, as a result of the procedures described in paragraph 6(e)(i),
any Potential Holder would be entitled or required to purchase less than a
whole share of DARTS on any Auction Date, the Trust Company shall, in such
manner as, in its sole discretion, it shall determine, allocate shares of 
DARTS for purchase among Potential Holders so that only whole shares of   
DARTS are purchased on such Auction Date by any Potential Holder, even if 
such allocation results in one or more of such Potential Holders not      
purchasing shares of DARTS on such Auction Date.                          

(iv)  If, as a result of the procedures described in paragraph 6(e)(i)
or 6(e)(ii), any Existing Holder would be entitled or required to sell,   
or any Potential Holder would be entitled or required to purchase, a      
fraction of a share of DARTS on any Auction Date, the Trust Company       
shall, in such manner as, in its sole discretion, it shall determine,     
round up or down the number of shares of DARTS to be purchased or sold by 
any Existing Holder or Potential Holder on such Auction Date so that the  
number of Outstanding shares purchased or sold by each Existing Holder or 
Potential Holder on such Auction Date shall be whole shares of DARTS.     

(v)  Based on the results of each Auction, the Trust Company shall    
determine the aggregate number of Outstanding shares of DARTS to be       
purchased and the aggregate number of Outstanding shares of DARTS to be   
sold by Potential Holders and Existing Holders on whose behalf each       
Broker-Dealer submitted Bids or Sell Orders, and, with respect to each    
Broker-Dealer, to the extent that such aggregate number of Outstanding    
shares to be purchased and such aggregate number of Outstanding shares to 
be sold differ, determine to which other Broker-Dealer or Broker-Dealers  
acting for one or more purchasers such Broker-Dealer shall deliver, or    
from which other Broker-Dealer or Broker-Dealers acting for one or more   
sellers such Broker-Dealer shall receive, as the case may be, Outstanding 
shares of DARTS.                                                          

     (f)  Miscellaneous.  The Board of Directors may interpret the provisions of
this paragraph 6 to resolve any inconsistency or ambiguity, remedy any formal   
defect or make any other change or modification which does not adversely affect 
the rights of Existing Holders of DARTS.  An Existing Holder  (A)  may sell,    
transfer or otherwise dispose of shares of DARTS only pursuant to a Bid or Sell 
Order in accordance with the procedures described in this paragraph 6 or to or  
through a Broker-Dealer or to a Person that has delivered a signed copy of a    
Purchaser's Letter to the Trust Company, provided that in the case of all       
transfers other than pursuant to Auctions such Existing Holder, its Broker-     
Dealer or its Agent Member advises the Trust Company of such transfer and       
(B)  except as otherwise provided by law, shall have the ownership of the       
shares of DARTS held by it maintained in book entry form by the Securities      
Depository in the account of its Agent Member, which in turn will maintain      
records of such Existing Holder's beneficial ownership.  Neither the            
Corporation nor any Affiliate shall submit an Order in any Auction.  All        
of the outstanding DARTS shall be represented by a certificate registered in    
the name of the nominee of the Securities Depository.                           

    (g)  Headings of Subdivisions.  The headings of the various subdivisions
of this paragraph 6 are for convenience of reference only and shall not affect  
the interpretation of any of the provisions hereof.                             

7.  Parity Stock.  So long as any shares of DARTS shall remain      
outstanding, in case the stated dividends or amounts payable on liquidation     
are not paid in full with respect to all outstanding shares of Parity Stock,    
all such shares shall share ratably in the payment of dividends, including      
accumulations (if any) in accordance with the sums which would be payable in    
respect of all outstanding shares of Parity Stock if all dividends in respect   
of all such shares of Parity Stock were paid in full, and on any distribution   
of assets upon liquidation, ratably in accordance with the sums which would     
be payable in respect of all outstanding Parity Stock if all sums payable       
were discharged in full.                                                        

IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these  
presents to be signed in its name and on its behalf by its Senior Vice President
and its corporate seal to be hereunto affixed and attested by its Corporate     
Secretary, and the said officers of the Corporation further acknowledged said   
instrument to be the corporate act of the Corporation and stated under the      
penalties of perjury that to the best of their knowledge, information and       
belief the matters and facts therein set forth with respect to approval are     
true in all material respects, all on March 27, 1986.                           

                                       REPUBLIC NEW YORK CORPORATION

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                                    By:  /s/ Thomas F. Robards
Attest:                                           (Senior Vice President)       

/s/ William F. Rosenblum, Jr.                                         
(Corporate Secretary)                                       

CONFORMED COPY                                                   7.22.87        

REPUBLIC NEW YORK CORPORATION       

ARTICLES SUPPLEMENTARY        

REPUBLIC NEW YORK CORPORATION, a Maryland corporation having its principal      
Maryland office in the City of Baltimore, State of Maryland (hereinafter        
called the "Corporation"), hereby certifies to the State Department of          
Assessments and Taxation of Maryland that:                                      

FIRST:  Pursuant to authority expressly vested in the Board of Directors of     
the Corporation by Article FIFTH of the Charter of the Corporation, the Board   
of Directors has duly divided and classified 500 shares of the Preferred Stock  
of the Corporation into a series designated Money Market Cumulative             
PreferredTM Stock and has provided for the issuance of such series.             

SECOND: The terms of the Money Market Cumulative PreferredTM Stock as set by    
the Finance Committee of the Board of Directors pursuant to authority duly      
delegated by the Board of Directors are as follows:                             

PART I        

   1.  Designation and Number of Shares.  (a)  500 shares of Preferred Stock
of the Corporation, without par value, shall constitute a series of Preferred   
Stock designated as "Preferred Stock," hereinafter referred to as the "MMP."    
All shares of the MMP shall be identical with each other in all respects.  The  
MMP shall be of a stated value of $100,000 per share (the "stated value").      

   (b)  All shares of MMP redeemed or purchased by the Corporation
shall be retired and cancelled and shall be restored to the status of           
authorized but unissued shares of Preferred Stock, without designation as to    
series, and may thereafter be issued, but not as shares of MMP.                 

   2.  Dividends.  (a)  The Holders (as defined in Section 7 of this Part I)
shall be entitled to receive, when, as and if declared by the Board of          
Directors of the Corporation (as defined in Section 7 of this Part I), out of   
funds legally available therefor, cumulative cash dividends at the Applicable   
Rate (as defined in subparagraph (c)(i) of this Section 2) per annum,           
determined as set forth in subparagraph (c)(i) of this Section 2, and no more,  
payable on the respective dates set forth in subparagraph (b)(i) of this        
Section 2.                                                                      

    (b)  (i)  Dividends on shares of MMP, at the Applicable Rate per
annum, shall accrue from the Date of Original Issue (as defined in Section 7    
of this Part I) and shall be payable commencing on Monday, September 14, 1987,  
and on each succeeding seventh Monday thereafter except that                    

             (1)  if the Monday that otherwise would be the Dividend Payment
     Date is not a Business Day, or the Monday that otherwise would be
     the Dividend Payment Date is succeeded by a Tuesday that is not a
  Business Day, then the dividend Payment Date shall be the next
       succeeding Business Day that is immediately succeeded by a Business
    Day, provided that  (2)  if the Securities Depositary shall make
   available to its participants and members, in funds immediately
    available in the City of New York on Dividend Payment Dates, the
   amount due as dividends on such Dividend Payment Dates (and the
       Securities Depositary shall have so advised the Trust Company), and
      if the Monday that otherwise would be the Dividend Payment Date is
        not a Business Day, then the Dividend Payment Date shall be the next
     succeeding Business Day, and provided, further, that  (3)  if the
      determination of the otherwise applicable Dividend Payment Date in
       the manner hereinabove provided would result in the Dividend Period
        commencing on said otherwise applicable Dividend Payment Date having
        less than the number of days constituting the minimum holding period
(currently found in Section 246(c) of the Code) required for
   taxpayers to be entitled to the dividends received deduction on
        preferred stock held by non-affiliated corporations (currently found
     in Section 243(a)  of the Code), then the Board of directors or a
       committee thereof shall make such adjustment to the next succeeding
 Dividend Payment Date as shall be necessary to result in such
      Dividend Period having the minimum number of days constituting the
     minimum holding period.  Although any particular Dividend Payment
        Date may not occur on the originally scheduled Monday because of the
    exceptions discussed above, the next succeeding Dividend Payment
 Date shall be, subject to such exceptions, the seventh Monday
       following the originally designated Monday that would have been the
Dividend Payment Date for the prior Dividend Period.        
  Notwithstanding the foregoing, in the event of a change in law
      lengthening the minimum holding period (currently found in Section
     246(c) of the Code)  required for taxpayers to be entitled to the
dividends received deduction on preferred stock held by non-
     affiliated corporations (currently found in Section 243(a) of the
   Code), the Board may adjust the period of time between Dividend
    Payment Dates so as to adjust uniformly the number of days (such
       number of days, without giving effect to the exceptions referred to
      above, being hereinafter referred to as "Dividend Period Days") in
       Dividend Periods commencing after the date of such change in law to
     equal or exceed the then current minimum holding period; provided
    that the number of Dividend Period Days shall not exceed by more
  than nine days the length of such then current minimum holding
        period and in no event shall exceed 98 days and that dividends shall
continue to be payable on Mondays, subject to the exceptions
       discussed above.  Each dividend payment date determined as provided
    above is herein referred to as a "Dividend Payment Date" and the
     first Dividend Payment Date is herein referred to as the "Initial
Dividend Payment Date."  If the Board of Directors of the   
       Corporation determines to adjust the number of Dividend Period Days
  in the Dividend Periods for the MMP, the Corporation will mail
      notice of such change to all holders of shares of MMP so affected.

             (ii)  So long as no Payment Default (as defined in Section 7 of
this Part I) shall have occurred, the Corporation shall pay to the Trust        
Company not later than 12:00 noon, New York City time, on the Business Day      
next preceding each Dividend Payment Date an aggregate amount of funds          
available on the next Business Day in The City of New York, equal to the        
dividends to be paid to all Holders on such Dividend Payment Date.  All such    
moneys shall be held in trust for the payment of such dividends by the Trust    
Company for the benefit of the Holders specified in subparagraph (b)(iii) of    
this Section 2.                                                                 

        (iii)  Each dividend shall be paid to the Holders as their
names appear on the records of the Corporation on the Business Day next         
preceding the Dividend Payment Date thereof; provided, however, that if a       
Payment Default shall have occurred, such dividend shall be paid to the         
Holders as their names appear on the records of the Corporation on such date,   
not exceeding 15 days preceding the payment date thereof, as may be fixed by    
the Board of Directors of the Corporation.  Dividends in arrears for any past   
Dividend Period may be declared and paid at any time, without reference to any  
regular Dividend Payment Date, to the Holders as their names appear on the      
records of the Corporation on such date, not exceeding 15 days preceding the    
payment date thereof, as may be fixed by the Board of Directors of the          
Corporation.                                                                    

       (c)  (i)  The dividend rate on shares of MMP during the period from
and after the Date of Original Issue to and including the Initial Dividend      
Payment Date (the "Initial Dividend Period") shall be 4.625% per annum.         
Commencing on the Initial Dividend Payment Date, the dividend rate on shares    
of MMP for each subsequent dividend period (herein referred to as a             
"Subsequent Dividend Period" and collectively as "Subsequent Dividend           
Periods"; and the Initial Dividend Period or any Subsequent Dividend Period     
being herein referred to as a "Dividend Period" and collectively as "Dividend   
Periods") thereafter, which Subsequent Dividend Periods shall commence on the   
day that is the last day of the preceding Dividend Period and shall end on and  
include the next succeeding Dividend Payment Date, shall be equal to the rate   
per annum that results from implementation of the Auction Procedures (as        
defined in Section 7 of this Part I); provided, however, that if an Auction     
with respect to any Dividend Period is not held for any reason, the dividend    
rate on the shares of MMP for such Dividend Period will be the Maximum Rate on  
the Auction Date with respect to such Dividend Period.  Notwithstanding the     
foregoing, if a Payment Default shall have occurred prior to the first day of   
such Subsequent Dividend Period, the dividend rate for such Subsequent          
Dividend Period shall be a rate per annum equal to 175% of the 60-day "AA"      
Composite Commercial Paper Rate (as defined in Section 7 of this Part I) (the   
rate per annum at which dividends are payable on shares of MMP for any          
Dividend Period being herein referred to as the "Applicable Rate").             

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          (ii)  The amount of dividends per share payable on shares of
MMP for any Dividend Period shall be computed by multiplying the Applicable     
Rate for such Dividend Period by a fraction the numerator of which shall be     
the number of days in such Dividend Period (calculated by counting the first    
day thereof but excluding the last day thereof) and the denominator of which    
shall be 360 and applying the rate obtained against $100,000 per share of MMP.  

      (d)  So long as any shares of MMP are outstanding, the Corporation
shall not  (a)  declare or pay or set apart for payment any dividend or other   
distribution (other than dividends or distributions payable in shares of stock  
of the Corporation ranking junior to the MMP as to dividends and upon           
liquidation) for any period upon any stock of the Corporation ranking on a      
parity with, or any stock of the Corporation ranking junior to, such MMP as to  
dividends or upon liquidation or (b) redeem, purchase or otherwise acquire for  
any consideration any stock of the Corporation ranking on a parity with, or     
any stock of the Corporation ranking junior to, such MMP as to dividends or     
upon liquidation, unless, in either case, all dividends payable to holders of   
shares of MMP and to holders of any other stock of the Corporation ranking on   
a parity therewith as to dividends for its current dividend period and all      
past dividend periods have been paid, are contemporaneously being paid or have  
been declared and a sum sufficient for the payment thereof set aside for such   
payment, except that notwithstanding clause (a) above the Corporation may pay   
dividends on the shares of MMP and shares of stock of the Corporation ranking   
on a parity therewith as to dividends ratably in accordance with the sums       
which would be payable on such shares if all dividends, including               
accumulations, if any, were declared and paid in full.  Holders of shares of    
MMP shall not be entitled to any dividends, whether payable in cash, property   
or stock, in excess of full cumulative dividends, as herein provided, on the    
MMP.  No interest, or sum of money in lieu of interest, shall be payable in     
respect of any dividend payment or payments on the MMP which may be in          
arrears.                                                                        

3.  Redemption.  (a)(i)(A)  The shares of MMP may be redeemed, at the 
option of the Corporation, as a whole or from time to time in part on the       
second Business Day next preceding any Dividend Payment Date at a redemption    
price of:                                                                       

            (i)    $103,000 per share of MMP if redeemed during the twelve
months ending on July 23, 1988;                                                 

            (ii)   $102,000 per share of MMP if redeemed during the twelve
months ending on July 23, 1989;                                                 

            (iii)  $101,000 per share of MMP if redeemed during the twelve
months ending on July 23, 1990; and                                             

    (iv)  $100,000 per share of MMP if redeemed thereafter

plus, in each case, an amount equal to accrued and unpaid dividends thereon     
(whether or not earned or declared) to the date fixed for redemption.           

                (B)  The shares of MMP are also redeemable at the option
of the Corporation, as a whole but not in part, on any Dividend Payment Date    
at $100,000 per share of MMP,  plus accrued and unpaid dividends thereon        
(whether or not earned or declared) to the date of redemption if the            
Applicable Rate for the Dividend Period ending on such Dividend Payment Date    
equals or exceeds the 60-day "AA" Composite Commercial Paper Rate on the date   
of determination of such Applicable Rate.                                       

             (ii)  If fewer than all of the outstanding shares of MMP are to
be redeemed, the number of shares to be redeemed shall be determined by the     
Board of Directors of the Corporation, and such shares shall be redeemed by     
lot or pro rata from the Holders in proportion to the number of such shares     
held by such Holders as may be determined by the Board of Directors of the      
Corporation or by any other method as may be determined by the Board of         
Directors of the Corporation in its sole discretion to be equitable.            

(b)  So long as no Payment Default shall have occurred, the 
Corporation shall pay the applicable Redemption-Deposit Amount (as defined in   
Section 7 of this Part I) to the Trust Company, in funds available on the next  
Business Day in The City of New York on the Business Day next preceding any     
redemption date for disbursement to Holders as appropriate.  All such moneys    
shall be held in trust by the Trust Company for the benefit of Holders of       
shares so to be redeemed.                                                       

        (c)  In the event the Corporation shall redeem shares of MMP, notice
of such redemption shall be given by first class mail, postage prepaid, mailed  
not less than 30 nor more than 60 days prior to the redemption date, to each    
Holder of record of the shares to be redeemed, at such Holder's address as the  
same appears on the stock register of the Corporation.  Each such notice shall  
state:  (i)  the redemption date;  (ii)  the number of shares of MMP to be      
redeemed and, if fewer than all the shares held by such Holder are to be        
redeemed, the number of such shares to be redeemed from such Holder;  (iii)     
the redemption price, plus the amount of accrued and unpaid dividends thereon   
(whether or not earned or declared) to the redemption date;  (iv)  the place    
or places where certificates for such shares are to be surrendered for payment  
of the redemption price plus such accrued and unpaid dividends; and  (v)  that  
dividends on the shares to be redeemed will cease to accrue on such redemption  
date.                                                                           

  d)  Notice having been mailed as aforesaid, from and after the
redemption date (unless default shall be made by the Corporation in providing   
money for the payment of the redemption price of the shares so called for       
redemption, plus an amount equal to accrued and unpaid dividends thereon        
(whether or not earned or declared) to the date fixed for redemption)           
dividends on the shares of MMP so called for redemption shall cease to accrue,  
and said shares shall no longer be deemed to be outstanding, and all rights of  
the Holders thereof as stockholders of the Corporation (except the right to     
receive from the Corporation the redemption price plus an amount equal to such  
accrued and unpaid dividends) shall cease.  Upon surrender in accordance with   
said notice of the certificates for any shares so redeemed (properly endorsed   
or assigned for transfer, if the Board of Directors of the Corporation shall    
so require and the notice shall so state), such shares shall be redeemed by     
the Corporation at the redemption price plus an amount equal to such accrued    
and unpaid dividends.  In case fewer than all the shares represented by any     
such certificate are redeemed, a new certificate shall be issued representing   
the unredeemed shares without cost to the holder thereof.                       

     (e)  Any shares of MMP which shall at any time have been redeemed
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 by the Board of         
Directors.                                                                      

       (f)  Notwithstanding the foregoing provisions of this Section 3, if
any dividends on MMP are in arrears, no shares of MMP shall be redeemed, and    
the Corporation shall not purchase or otherwise acquire any shares of MMP;      
provided, however, that the foregoing shall not prevent the purchase or         
acquisition of shares of MMP pursuant to a purchase or exchange offer made on   
the same terms to all holders of MMP and any other shares of stock of the       
Corporation ranking on a parity therewith as to dividends.                      

  4.  Conversion or Exchange.  The holders of shares of MMP shall not have
any rights herein to convert such shares into or exchange such shares for       
shares of any other class or classes or of any other series of any class or     
classes of capital stock of the Corporation.                                    

5.  Liquidation Rights.  (a)  Upon the dissolution, voluntary or      
involuntary liquidation or winding up of the Corporation, the Holders of the    
shares of MMP shall be entitled to receive out of the assets of the             
Corporation, available for distribution to stockholders before any payment or   
distribution of assets shall be made on the Common Stock or on any other class  
of stock of the Corporation ranking junior to the MMP upon liquidation, the     
amount of $100,000 per share plus a sum equal to all dividends (whether or not  
earned or declared) on such shares accrued and unpaid thereon to the date of    
final distribution.                                                             

       (b)  For the purposes of this Section 5, a voluntary or involuntary
liquidation, dissolution or winding up of the Corporation shall include         
neither the consolidation or merger of the Corporation with or into any other   
corporation, nor any sale, lease or conveyance of all or any part of the        
property or business of the Corporation.                                        

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     (c)  After the payment to the holders of the shares of MMP of the
full preferential amounts provided for in this Section 5, the Holders of MMP    
as such shall have no right or claim to any of the remaining assets of the      
Corporation.                                                                    

 (d)  In the event the assets of the Corporation available for
distribution to the holders of shares of MMP upon any dissolution, liquidation  
or winding up of the Corporation, whether voluntary or involuntary, shall be    
insufficient to pay in full all amounts to which such holders are entitled      
pursuant to paragraph (a) of this Section 5, no such distribution shall be      
made on account of any shares of stock of the Corporation ranking on a parity   
with the shares of MMP upon such dissolution, liquidation or winding up unless  
proportionate distributive amounts shall be paid on account of the shares of    
MMP, ratably, in proportion to the full distributable amounts for which         
holders of all such parity shares are respectively entitled upon such           
dissolution, liquidation or winding up.                                         

(e)  Upon the dissolution, liquidation or winding up of the 
Corporation, the holders of shares of MMP then outstanding shall be entitled    
to be paid out of the assets of the Corporation available for distribution to   
its stockholders all amounts to which such holders are entitled pursuant to     
paragraph (a) of this Section 5 before any payment shall be  made to the        
holders of any class of capital stock of the Corporation ranking junior upon    
liquidation to MMP.                                                             

6.  Voting Rights.  (a)  Holders of shares of MMP shall have no voting
rights, either general or special except as expressly required by applicable    
law, the Charter and as specified in this Section 6.                            

     (b)  Whenever dividends on any shares of MMP shall be unpaid as a
whole or in part for not less than 540 consecutive days, then at the annual     
meeting of stockholders next following omission of the last successive          
quarterly dividend or any part thereof in such period and at any annual         
meeting thereafter and at any meeting called for the election of Directors,     
until all dividends accumulated on the shares of MMP have been paid or          
declared and a sum sufficient for payment has been set aside, the Holders of    
the shares of MMP either alone or together with the holders of one or more      
other cumulative series of the Preferred Stock at the time outstanding which    
are granted such voting rights, voting as a class, shall be entitled, to the    
exclusion of the holders of one or more other series or classes of stock        
having general voting rights,  to vote for and elect two members of the Board   
of Directors of the Corporation, and the holders of Common Stock together with  
the holders of any series or class or classes of stock of the Corporation       
having general voting rights and not then entitled to elect two members of the  
Board of Directors pursuant to this Section 6 to the exclusion of the holders   
of all series then so entitled, shall be entitled to vote and elect the         
balance of the Board of Directors.  In  such case the Board of Directors of     
the Corporation shall, as of the date of the annual meeting of stockholders     
aforesaid, be increased by two Directors.  The rights of Holders of shares of   
MMP to participate (either alone or together with the holders of one or more    
other cumulative series of Preferred Stock at the time outstanding which are    
granted such voting rights) in the exclusive election of two members of the     
Board of Directors of the Corporation pursuant to this Section 6 shall          
continue in effect until cumulative dividends have been paid in full or         
declared and set apart for payment on the shares of MMP.  At elections for      
such Directors, each Holder of shares of MMP shall be entitled to 2,000 votes   
for each share held.  The Holders of shares of MMP shall have no right to       
cumulate such shares  in voting for the election of Directors.  At the annual   
meeting of stockholders next following the termination (by reason of the        
payment of all accumulated and defaulted dividends on such stock or provision   
for the payment thereof by declaration and setting apart thereof) of the        
exclusive voting power pursuant to this Section 6 of the Holders of shares of   
MMP and the holders of all other cumulative series which shall have been        
entitled to vote for and elect such two members of the Board of Directors of    
the Corporation, the terms of office of all persons who may have been elected   
Directors of the Corporation by vote of such holders shall terminate and the    
two vacancies created pursuant to this Section 6 to accommodate the exclusive   
right of election conferred hereunder shall thereupon be eliminated, and the    
Board of Directors shall be decreased by two Directors.                         

(c)  So long as any shares of MMP remain outstanding, the   
affirmative vote of the Holders of at least two-thirds of the votes of the      
shares of MMP outstanding at the time given in person or by proxy, at any       
special or annual meeting called for the purpose, shall be necessary to         
permit, effect or validate any one or more of the following:                    

        (i)  The authorization, creation or issuance, or any increase in the
authorized or issued amount, of any class or series of stock
        (including any class or series of Preferred Stock) ranking prior (as
        that term is defined below in this Section 6) to such shares of MMP,
or                                                          

     (ii)  The authorization, creation or issuance, or any increase in
    the authorized or issued amount, of any class or series of stock
       (including any class or series of Preferred Stock) which ranks on a
      parity with the shares of MMP unless the Articles Supplementary or
      other provisions of the charter creating or authorizing such class
       or series shall provide that if in any case the stated dividends or
      amounts payable on liquidation are not paid in full on such series
      of MMP and all outstanding shares of stock ranking on a parity (as
     that term is defined below in this Section 6) with such shares of
        MMP (such shares of MMP and all such other stock being herein called
       "Parity Stock"), the shares of all Parity Stock shall share ratably
    in the payment of dividends, including accumulations (if any) in
       accordance with the sums which would be payable on all Parity Stock
       if all dividends in respect of all shares of Parity Stock were paid
       in full, and on any distribution of assets upon liquidation ratably
        in accordance with the sums which would be payable in respect of all
       shares of Parity Stock if all sums payable were discharged in full,
or                                                          

  (iii)  The amendment, alteration or repeal, whether by merger,
       consolidation or otherwise, of any of the provisions of the charter
   of the Corporation including these Articles Supplementary which
would materially and adversely affect any right, preference,
     privilege or voting power of such shares of MMP or of the Holders
    thereof; provided, however, that any increase or decrease in the
       amount of authorized Preferred Stock or Cumulative Preferred Stock,
     the Floating Rate Series B Stock, the Series A and Series B Dutch
Auction Rate Transferable SecuritiesTM Preferred Stock, the 
      Remarketed Preferred Stock or the MMP or the creation and issuance
  of other series of Preferred Stock including MMP, in each case
        ranking on a parity with or junior to the shares of MMP with respect
   to the payment of dividends and the distribution of assets upon
       liquidation, shall not be deemed to affect materially and adversely
such rights, preferences, privileges or voting powers.      

       Any class or classes of stock of the Corporation shall be deemed to
rank                                                        

                (i)  prior to the shares of MMP as to dividends or as to
          distribution of assets if the holders of such class 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
the shares of MMP; and                            

                (ii)  on a parity with the shares of MMP as to dividends
          or as to distribution of assets, whether or not the dividend
         rates, dividend payment dates, or redemption or liquidation
           prices per share thereof be different from the shares of MMP,
         if the holders of such class of stock and the shares of MMP
         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
             rates or liquidation prices, without preference or priority one
over the other.                                   

     In connection with the exercise of the voting rights contained in
this Section 6(c), each Holder of shares of MMP shall have 2,000 votes for      
each share of stock held.                                                       

(d)  So long as any shares of MMP remain outstanding, the   
Corporation shall not, without the affirmative vote of the holders of at least  
a majority of the votes of all Parity Stock entitled to vote outstanding at     
the time, given in person or by proxy, by resolution adopted at a meeting at    
which the Holders of shares of MMP (alone or together with the holders of one   
or more other series of Parity Stock at the time outstanding and entitled to    
vote) vote separately as a class,  (a)  directly or indirectly, sell, transfer  
or otherwise dispose of, or permit Republic National Bank of New York (the      
"Bank") or any other subsidiary of the Corporation, to issue, sell, transfer    
or otherwise dispose of any shares of voting stock of the Bank, or securities   

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convertible into or options, warrants or rights to acquire voting stock of the  
Bank, unless after giving effect to any such transaction the Bank remains a     
Controlled Subsidiary (as hereinafter defined) of the Corporation or of a       
Qualified Successor Company (hereinafter defined);  (b)  merge or consolidate   
with, or convey substantially all of its assets to any person or corporation    
unless the entity surviving such merger or consolidation or the transferee of   
such assets is the Corporation or a Qualified Successor Company; or  (c)        
permit the Bank to merge, consolidate with, or convey substantially all of its  
assets to any person or corporation unless the entity surviving such merger or  
consolidation or the transferee of such assets is a Controlled Subsidiary of    
the Corporation or of a Qualified Successor Company, except in any of the       
foregoing cases as required to comply with applicable law, including, without   
limitation, any court or regulatory order.  The term "Qualified Successor       
Company" shall mean a corporation (or other similar organization or entity      
whether organized under or pursuant to the laws of the United States or any     
state thereof or of another jurisdiction) which  (i)  is or is required to be   
a registered bank holding company under the United States Bank Holding Company  
Act of 1956, as amended, or any successor legislation,  (ii)  issues to the     
holders of MMP in exchange for the MMP shares of preferred stock having at      
least the same relative rights and preferences as the MMP (the "Exchanged       
Stock"),  (iii)  immediately after such transaction has not outstanding or      
authorized any class of stock or equity securities ranking prior to the         
Exchanged Stock with respect to the payment of dividends or the distribution    
of assets upon liquidation, and  (iv)  holds, as a Controlled Subsidiary or     
Subsidiaries, either the Bank or one or more other banking corporations which,  
collectively, immediately after such transaction hold substantially all of the  
assets and liabilities which the Bank held immediately prior to such            
transaction (which may be in addition to other assets and liabilities acquired  
in such transaction).  "Controlled Subsidiary" shall mean any corporation at    
least 80% of the outstanding shares of voting stock of which shall at the time  
be owned directly or indirectly by the Corporation or a Qualified Successor     
Company.  In connection with the exercise of the voting rights contained in     
this Section 6(d), holders of all series of Parity Stock which are granted      
such voting rights shall vote as a class, and each Holder of MMP shall have     
2,000 votes for each share of stock held, and each other series shall have      
such number of votes, if any, for each share of stock held as may be granted    
them.                                                                           

      The foregoing voting provisions shall not apply if, at or prior to
the time when the act with respect to which such vote would otherwise be        
required shall be effected, all outstanding shares of the MMP shall have been   
redeemed or sufficient funds shall have been deposited in trust in accordance   
with Section 3 to effect such redemption.                                       

 7.  Definitions.  As used in Parts I and II hereof, the following terms
shall have the following meanings (with terms defined in the singular having    
comparable meanings when used in the plural and vice versa), unless the         
context otherwise requires:                                                     

(a)  "Applicable Rate" shall have the meaning specified in  
subparagraph (c)(i) of Section 2 of this Part I.                      

 (b)  "Auction" shall mean each periodic implementation of the
Auction Procedures.                                                   

      (c)  "Auction Procedures" shall mean the procedures for conducting
Auctions set forth in Part II hereof.                                 

        (d)  "Board of Directors of the Corporation" shall mean the Board of
Directors of the Corporation or any duly authorized committee thereof 
  except with respect to the declaration of dividends on the shares of MMP
  in which case the "Board of Directors" shall mean the Board of Directors
only.                                                                 

    (e)  "Business Day" shall mean a day on which the New York Stock
Exchange, Inc. is open for trading and which is neither a Saturday,   
   Sunday nor any other day on which banks or trust companies in the City of
New York, New York are authorized by law to close.                    

(f)  "Code" shall mean the Internal Revenue Code of 1986, as
amended.                                                              

   (g)  "Commercial Paper Dealers" shall mean Goldman Sachs & Co.,
Shearson Lehman Commercial Paper Incorporated, Merrill Lynch, Pierce, 
  Fenner & Smith Incorporated and Salomon Brothers Inc, or, in lieu of any
   thereof, their respective affiliates or successors provided that any such
entity is a commercial paper dealer.                                  

  (h)  "Date of Original Issue" shall mean the date on which the
Corporation originally issues shares of MMP.                          

   (i)  "Divided Payment Date" shall have the meaning specified in
subparagraph (b)(i) of Section 2 of this Part I.                      

(j)  "Dividend Period" and "Dividend Periods" shall have the
respective  meanings specified in subparagraph (c)(i) of Section 2 of 
this Part I.                                                          

   (k)  "Dividend Period Days" shall have the meaning specified in
subparagraph (b)(i) of Section 2 of this Part I.                      

      (l)  "Holder" shall mean the registered holder of shares of MMP as
the same appears on the stock books of the Corporation.               

(m)  "Initial Dividend Payment Date" shall have the meaning 
specified in subparagraph (b)(i) of Section 2 of this Part I.         

      (n)  "Initial Dividend Period" shall have the meaning specified in
subparagraph (c)(i) of Section 2 of this Part I.                      

(o)  "Moody's" shall mean Moody's Investors Service, Inc., a
Delaware corporation and its successors.                              

(p)  "Payment Default" shall mean the first failure by the  
 Corporation to pay to the Trust Company, not later than 12:00 noon, New
York City time,  (A)  on the Business Day next preceding any Dividend 
Payment Date, in funds available on such Dividend Payment Date in the 
 City of New York, New York, the full amount of any dividend (whether or
 not earned or declared) to be paid on such Dividend Payment Date on any
 share of MMP or  (B)  on the Business Day next preceding any redemption
  date in funds available on such redemption date in the City of New York,
 New York, the redemption price to be paid on such redemption date, plus
 an amount equal to accrued and unpaid dividends thereon (whether or not
   earned or declared) to the date fixed for redemption, of any share of MMP
after notice of redemption has been given pursuant to paragraph (c) of
Section 3 of this Part I.                                             

      (q)  "Redemption Deposit Amount" shall mean the product of (i) the
 number of outstanding shares of MMP to be redeemed times (ii) an amount
   equal to the applicable redemption price, plus an amount equal to accrued
and unpaid dividends (whether or not declared) to the date fixed for  
redemption.                                                           

     (r)  "Reference Banks" shall mean the principal London offices of
Bankers Trust Company, The Bank of Tokyo, Ltd., Barclays Bank PLC and 
National Westminster Bank PLC, or their respective successors.        

     (s)  "S&P" shall mean Standard and Poor's Corporation, a New York
corporation and its successors.                                       

       (t)  "Subsequent Dividend Period" and "Subsequent Dividend Periods"
shall have the respective meanings specified in subparagraph (c)(i) of
Section 2 of this Part I.                                             

  (u)  "Substitute Commercial Paper Dealer" shall mean The First
Boston Corporation or Morgan Stanley & Co. Incorporated, or their     
 respective affiliates or successors, if such dealer or its affiliate or
   successor is a commercial paper dealer; provided that neither such dealer
nor any of its affiliates or successors shall be a Commercial Paper   
Dealer.                                                               

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    (v)  "Substitute Reference Bank" shall mean the principal London
   offices of The Chase Manhattan Bank (National Association), Deutsche Bank
Aktiengesellschaft, Morgan Guaranty Trust Company of New York or Swiss
Bank Corporation, or their respective successors, or, if none of such 
Substitute Reference Banks are engaged in dealings in United States   
   dollars in the London interbank market, then a bank or banks, selected by
the Corporation, engaged in dealings in United States dollars in the  
London interbank market.                                              

      (w)  "Trust Company" shall mean the bank or trust company or other
   entity appointed as such by a resolution of the Board of Directors of the
Corporation.                                                          

PART II     

   1.  Certain Definitions.  Capitalized terms not defined in this Section 1
shall have the respective meanings specified in Part I hereof.  As used in      
this Part II, the following terms shall have the following meanings, unless     
the context otherwise requires:                                                 

        (a)  "'AA' Composite Commercial Paper Rate", on any date, shall mean
(i)  the interest equivalent of the 60-day rate on commercial paper 
placed on behalf of issuers whose corporate bonds are rated "AA" by 
    S & P, or the equivalent of such rating by S&P or another rating agency,
as made available on a discount basis or otherwise by the Federal   
Reserve Bank of New York for the immediately preceding Business Day 
    prior to such date; or  (ii)  in the event that the Federal Reserve Bank
of New York does not make available such a rate, then the arithmetic
average of the interest equivalent of the 60-day rate on commercial 
    paper placed on behalf of such issuers, as quoted on a discount basis or
  otherwise by the Commercial Paper Dealers to the Trust Company for the
close of business on the immediately preceding Business Day prior to
such date.  If any Commercial Paper Dealer does not quote a rate    
    required to determine the "AA" Composite Commercial Paper Rate, the "AA"
   Composite Commercial Paper Rate shall be determined on the basis of the
quotation or quotations furnished by the remaining Commercial Paper 
  Dealer or Commercial Paper Dealers and any Substitute Commercial Paper
Dealer or Substitute Commercial Paper Dealers selected by the       
Corporation to provide such rate or rates not being supplied by any 
    Commercial Paper Dealer or Commercial Paper Dealers, as the case may be,
 or, if the Corporation does not select any such Substitute Commercial
 Paper Dealer or Substitute Commercial Paper Dealers, by the remaining
  Commercial Paper Dealer or Commercial Paper Dealers, provided that, in
the event the Corporation is unable to cause such quotations to be  
furnished to the Trust Company by such sources, the Corporation may 
 cause the "AA" Composite Commercial Paper Rate to be furnished to the
  Trust Company by such alternative source or sources as the Corporation
 in good faith deems to be reliable.  If the Board of Directors of the
Corporation shall make the adjustment referred to in subparagraph   
(b)(i)(3) of Section 2 of Part I hereof, then  (i)  the number of   
   Dividend Period Days after such adjustment shall be fewer than 70 days,
 such rate shall be the interest equivalent of the 60-day rate on such
commercial paper,  (ii)  if the Dividend Period Days after such     
 adjustment shall be 70 or more days but fewer than 85 days, such rate
  shall be based on the arithmetic average of the interest equivalent of
   the 60-day and 90-day rates on such commercial paper, or  (iii)  if the
   Dividend Period Days after such adjustment shall be 85 or more days but
    98 or fewer days, such rate shall be based on the interest equivalent of
the 90-day rate on such commercial paper.  For purposes of this     
definition, the "interest equivalent" of a rate stated on a discount
    basis (a "discount rate") for commercial paper of a given days' maturity
   shall be equal to the quotient (rounded upwards to the next higher one-
thousandth (.001) of 1%) of (A) the discount rate divided by (B) the
 difference between (x) 1.00 and (y) a fraction the numerator of which
 shall be the product of the discount rate times the number of days in
  which such commercial paper matures and the denominator of which shall
be 360.                                                             

    (b)  "'AA' Rate Multiple", on any Auction Date, shall mean the
   percentage determined as set forth below based on the prevailing rating
of MMP in effect at the close of business on the Business Day       
immediately preceding such Auction Date:                            

                                                                [Download Table]


Prevailing Rating                                 Percentage
                                                            
AA/aa or Above................                       110%   
A/a...........................                       120%   
BBB/baa.......................                       130%   
Below BBB/baa (includes no rating)                   175%   


  For purposes of this definition, the "prevailing rating" of MMP shall be
 (i)  AA/aa or Above, if MMP has a rating of AA- or better by S&P or aa3
  or better by Moody's or the equivalent of either or both of such ratings
by such agencies or a substitute rating agency or substitute rating   
 agencies selected as provided below,  (ii)  if not AA/aa or Above, then
 A/a if MMP has a rating of A- or better and lower than AA- by S&P or a3
or better and lower then aa3 by Moody's or the equivalent of either or
both of such ratings by such agencies or a substitute rating agency or
substitute rating agencies selected as provided below,  (iii)  if not 
AA/aa or Above or A/a, then BBB/baa if MMP has a rating of BBB- or    
better and lower than A- by S&P or baa3 or better and lower than a3 by
Moody's or the equivalent of either or both of such ratings by such   
agencies or a substitute rating agency or substitute rating agencies  
selected as provided below, and  (iv)  if not AA/aa or Above, A/a or  
 BBB/baa, then Below BBB/baa.  The Corporation shall take all reasonable
 action necessary to enable S&P and Moody's to provide a rating for MMP.
If either S&P or Moody's shall not make such a rating available, or   
neither S&P nor Moody's shall make such a rating available, Shearson  
 Lehman Brothers Inc. and Salomon Brothers Inc or their successors shall
 select a nationally recognized statistical rating organization (as that
  term is used in the rules and regulations of the Securities and Exchange
  Commission under the Securities Exchange Act of 1934, as amended) or two
nationally recognized statistical rating organizations to act as      
 substitute rating agency or substitute rating agencies, as the case may
be, and the Corporation shall take all reasonable action necessary to 
enable such rating agency or rating agencies to provide a rating or   
ratings for the MMP.                                                  

       (c)  "Affiliate" shall mean any Person known to the Trust Company
to be controlled by, in control of or under common control with the 
Corporation.                                                        

      (d)  "Agent Member" shall mean the member of, or participant in,
the Securities Depository that will act on behalf of a Bidder and is
identified as such in such Bidder's Purchaser's Letter.             

        (e)  "Auction Date" shall mean the Business Day next preceding the
first day of a Dividend Period.                                     

        (f)  "Available MMP" shall have the meaning specified in paragraph
(a) of Section 4 of this Part II.                                   

        (g)  "Bid" and "Bids" shall have the respective meanings specified
in paragraph (a) of Section 2 of this Part II.                      

    (h)  "Bidder" and "Bidders" shall have the respective meanings
specified in paragraph (a) of Section 2 of this Part II.            

        (i)  "Broker-Dealer" shall mean any broker-dealer, or other entity
    permitted by law to perform the functions required of a Broker-Dealer in
  this Part II, that is a member of, or a participant in, the Securities
   Depository, has been selected by the Corporation and has entered into a
  Broker-Dealer Agreement with the Trust Company that remains effective.

        (j)  "Broker-Dealer Agreement" shall mean an agreement between the
  Trust Company and a Broker-Dealer pursuant to which such Broker-Dealer
agrees to follow the procedures specified in this Part II.          

      (k)  "Existing Holder," when used with respect to shares of MMP,
    shall mean a Person who has signed a Purchaser's Letter and is listed as
  the beneficial owner of such shares of MMP in the records of the Trust
Company.                                                            

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   (l)  "Hold Order" and "Hold Orders" shall have the respective
meanings specified in paragraph (a) of Section 2 of this Part II.   

         (m)  "Maximum Rate," on any Auction Date, shall mean the product of
  the "AA" Composite Commercial Paper Rate times the "AA" Rate Multiple.

  (n)  "Order" and "Orders" shall have the respective meanings
specified in paragraph (a) of Section 2 of this Part II.            

  (o)  "Outstanding" shall mean, as of any date, shares of MMP
   theretofore issued by the Corporation except, without duplication,  (i)
any shares of MMP theretofore cancelled or delivered to the Trust   
    Company for cancellation or redeemed by the Corporation or as to which a
notice of redemption shall have been given by the Corporation,  (ii)
  any shares of MMP as to which the Corporation or any Affiliate thereof
  (other than a Broker-Dealer Affiliate) shall be an Existing Holder and
    (iii)  any shares of MMP represented by any certificate in lieu of which
 a new certificate has been executed and delivered by the Corporation.

        (p)  "Person" shall mean and include an individual, a partnership,
  a corporation, a trust, an unincorporated association, a joint venture
  or other entity or a government or any agency or political subdivision
thereof.                                                            

  (q)  "Potential Holder" shall mean any Person, including any
   Existing Holder,  (i)  who shall have executed a Purchaser's Letter and
   (ii)  who may be interested in acquiring shares of MMP (or, in the case
of an Existing Holder, additional shares of MMP).                   

         (r)  "Purchaser's Letter" shall mean a letter, the form of which is
attached hereto, addressed to the Corporation, the Trust Company, a 
   Broker-Dealer and an Agent Member in which a Person agrees, among other
 things, to offer to purchase, to purchase, to offer to sell and/or to
sell shares of MMP as set forth in this Part II.                    

  (s)  "Securities Depository" shall mean The Depository Trust
Company and its successors and assigns or any other securities      
depository selected by the Corporation which agrees to follow the   
procedures required to be followed by such securities depository in 
connection with shares of MMP.                                      

   (t)  "Sell Order" and "Sell Orders" shall have the respective
meanings specified in paragraph (a) of Section 2 of this Part II.   

    (u)  "Submission Deadline" shall mean 1:00 P.M., New York City
time, on any Auction Date or such other time on any Auction Date by 
   which Broker-Dealers are required to submit Orders to the Trust Company
as specified by the Trust Company from time to time.                

         (v)  "Submitted Bid" and "Submitted Bids" shall have the respective
meanings specified in paragraph (a) of Section 4 of this Part II.   

        (w)  "Submitted Hold Order" and "Submitted Hold Orders" shall have
   the respective meanings specified in paragraph (a) of Section 4 of this
Part II.                                                            

  (x)  "Submitted Order" and "Submitted Orders" shall have the
    respective meanings specified in paragraph (a) of Section 4 of this Part
II.                                                                 

        (y)  "Submitted Sell Order" and "Submitted Sell Orders" shall have
   the respective meanings specified in paragraph (a) of Section 4 of this
Part II.                                                            

         (z)  "Sufficient Clearing Bids" shall have the meaning specified in
paragraph (a) of Section 4 of this Part II.                         

  (aa)  "Winning Bid Rate" shall have the meaning specified in
paragraph (a) of Section 4 of this Part II.                         

 2.  Orders by Existing Holders and Potential Holders.  (a)  On or prior
to the Submission Deadline on each Auction Date:                                

       (i)  each Existing Holder may submit to a Broker-Dealer information
as to:                                                      

      (A)  the number of Outstanding shares, if any, of MMP held by such
     Existing Holder which such Existing Holder desires to continue to
      hold without regard to the Applicable Rate for the next succeeding
Dividend Period;                                            

    (B)  the number of Outstanding shares, if any, of MMP which such
      Existing Holder desires to continue to hold if the Applicable Rate
      for the next succeeding Dividend Period shall not be less than the
rate per annum specified by such Existing Holder; and/or    

      (C)  the number of Outstanding shares, if any, of MMP held by such
     Existing Holder which such Existing Holder offers to sell without
  regard to the Applicable Rate for the next succeeding Dividend
Period; and                                                 

       (ii)  one or more Broker-Dealers, using lists of Potential Holders,
   shall in good faith for the purpose of conducting a competitive
  Auction in a commercially reasonable manner, contact Potential
     Holders, including Persons that are not Existing Holders, on such
      lists to determine the number of shares, if any, of MMP which each
       such Potential Holder offers to purchase if the Applicable Rate for
       the next succeeding Dividend Period shall not be less than the rate
per annum specified by such Potential Holder.               

For the purposes hereof, the communication to a Broker-Dealer of information    
referred to in clause (i)(A), (i)(B), (i)(C) or (ii) of this paragraph (a) is   
hereinafter referred to as an "Order" and collectively as "Orders" and each     
Existing Holder and each Potential Holder placing an Order is hereinafter       
referred to as a "Bidder" and collectively as "Bidders"; an Order containing    
the information referred to in clause (i)(A) of this paragraph (a) is           
hereinafter referred to as a "Hold Order" and collectively as "Hold Orders";    
an Order containing the information referred to in clause (i)(B) or (ii) of     
this paragraph (a) is hereinafter referred to as a "Bid" and collectively as    
"Bids"; and an Order containing the information referred to in clause (i)(C)    
of this paragraph (a) is hereinafter referred to as a "Sell Order" and          
collectively as "Sell Orders."                                                  

(b) (i)  A Bid by an Existing Holder shall constitute an    
irrevocable offer to sell:                          

          (A)  the number of Outstanding shares of MMP specified in such
            Bid if the Applicable Rate determined on such Auction Date shall
be less than the rate specified therein;            

            (B)  such number or a lesser number of Outstanding shares of MMP
            to be determined as set forth in clause (iv) of paragraph (a) of
          Section 5 of this Part II if the Applicable Rate determined on
           such Auction Date shall be equal to the rate specified therein;
or                                                  

   (C)  a lesser number of Outstanding shares of MMP to be
       determined as set forth in clause (iii) of paragraph (b) of
            Section 5 of this Part II if the rate specified therein shall be
            higher than the Maximum Rate and Sufficient Clearing Bids do not
exist.                                              

        (ii)  A Sell Order by an Existing Holder shall constitute an
irrevocable offer to sell:                          

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     (A)  the number of Outstanding shares of MMP specified in
such Sell Order; or                                 

            (B)  such number or a lesser number of Outstanding shares of MMP
         as set forth in clause (iii) of paragraph (b) of Section 5 of
  this Part II if Sufficient Clearing Bids do not exist.

            (iii)  A Bid by a Potential Holder shall constitute an
irrevocable offer to purchase:            

          (A)  the number of Outstanding shares of MMP specified in such
            Bid if the Applicable Rate determined on such Auction Date shall
be higher than the rate specified therein; or       

            (B)  such number or a lesser number of Outstanding shares of MMP
            as set forth in clause (v) of paragraph (a) of Section 5 of this
          Part II if the Applicable Rate determined on such Auction Date
shall be equal to the rate specified therein.       

3.  Submission of Orders by Broker-Dealers to Trust Company.  (a) Each
Broker-Dealer shall submit in writing to the Trust Company prior to the         
Submission Deadline on each Auction Date all Orders obtained by such Broker-    
Dealer and shall specify with respect to each Order:                            

(i)  the name of the Bidder placing such Order;     

            (ii)  the aggregate number of shares of MMP that are the subject
of such Order;                                      

        (iii)  to the extent that such Bidder is an Existing Holder:

              (A)  the number of shares, if any, of MMP subject to any
Hold Order placed by such Existing Holder;

        (B)  the number of shares, if any, of MMP subject to any Bid
         placed by such Existing Holder and the rate specified in such
Bid; and                                            

              (C)  the number of shares, if any, of MMP subject to any
    Sell Order placed by such Existing Holder; and

           (iv)  to the extent such Bidder is a Potential Holder, the rate
          and number of shares specified in such Potential Holder's Bid.

  (b)  If any rate specified in any Bid contains more than three
figures to the right of the decimal point, the Trust Company shall round such   
rate up to the next highest one-thousandth (.001) of 1%.                        

        (c)  If an Order or Orders covering all of the Outstanding shares of
MMP held by any Existing Holder is not submitted to the Trust Company prior to  
the Submission Deadline, the Trust Company shall deem a Hold Order to have      
been submitted on behalf of such Existing Holder covering the number of         
Outstanding shares of MMP held by such Existing Holder and not subject to       
Orders submitted to the Trust Company.                                          

        (d)  If any Existing Holder submits through a Broker-Dealer to the
Trust Company one or more Orders covering in the aggregate more than the        
number of Outstanding shares of MMP held by an Existing Holder, such Orders     
shall be considered valid as follows and in the following order of priority:    

        (i)  all Hold Orders shall be considered valid, but only up to and
        including in the aggregate the number of Outstanding shares of MMP
 held by such Existing Holder and, solely for the purpose of
      allocating compensation among the Broker-Dealers submitting Hold
        Orders, if the number of shares of MMP subject to such Hold Orders
  exceeds the number of Outstanding shares of MMP held by such
     Existing Holder, the number of shares subject to each such Hold
        Order shall be reduced pro rata to cover the number of Outstanding
shares of MMP held by such Existing Holder;               

      (ii)  (A)  any Bid shall be considered valid up to and including
        the excess of the number of Outstanding shares of MMP held by such
     Existing Holder over the number of shares of MMP subject to any
Hold Orders referred to in clause (i) above;              

       (B)  subject to subclause (A), if more than one Bid with the same
        rate is submitted on behalf of such Existing Holder and the number
       of Outstanding shares of MMP subject to such Bids is greater than
such excess, such Bids shall be considered valid up to and
         including the amount of such excess, and, solely for the purpose of
      allocating compensation among the Broker-Dealers submitting Bids
         with the same rate, the number of shares of MMP subject to each Bid
         with the same rate shall be reduced pro rata to cover the number of
shares of MMP equal to such excess;                       

        (C)  subject to subclause (A), if more than one Bid with different
     rates is submitted on behalf of such Existing Holder, such Bids
shall be considered valid in the ascending order of their 
         respective rates up to and including the amount of such excess; and

     (D)  in any such event, the number, if any, of such Outstanding
    shares of MMP subject to Bids not valid under this clause (ii)
       shall be treated as the subject of a Bid by a Potential Holder at
the rate therein specified; and                           

(iii)  all Sell Orders shall be considered valid up to and
     including the excess of the number of Outstanding shares of MMP
    held by such Existing Holder over the sum of the shares of MMP
      subject to valid Hold Orders referred to in clause (i) above and
   valid Bids by such Existing Holder referred to in clause (ii)
above.                                                    

       (e)  If more than one Bid is submitted on behalf of any Potential
Holder, each Bid submitted shall be a separate Bid with the rate and  
number of shares therein specified.                                   

4.  Determination of Sufficient Clearing Bids, Winning Bid Rate and   
Applicable Rate.  (a)  Not earlier than the Submission Deadline on each         
Auction Date, the Trust Company shall assemble all valid Orders submitted or    
deemed submitted to it by the Broker-Dealers (each such Order as submitted or   
deemed submitted by a Broker-Dealer being hereinafter referred to individually  
as a "Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as  
the case may be, or as a "Submitted Order" and collectively as "Submitted Hold  
Orders," "Submitted Bids" or "Submitted Sell Orders," as the case may be, or    
as "Submitted Orders") and shall determine:                                     

    (i)  the excess of the total number of Outstanding shares of MMP
        over the number of Outstanding shares of MMP that are the subject of
       Submitted Hold Orders (such excess being hereinafter referred to as
the "Available MMP");                                       

(ii)  from the Submitted Orders whether:          

        (A)  the number of Outstanding shares of MMP that are the subject of
    Submitted Bids by Potential Holders specifying one or more rates
equal to or lower than the Maximum Rate;                    

exceeds or is equal to the sum of:                          

        (B)  the number of Outstanding shares of MMP that are the subject of
   Submitted Bids by Existing Holders specifying one or more rates

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higher than the Maximum Rate; and                         

    (C)  the number of Outstanding shares of MMP that are subject to
       Submitted Sell Orders (in the event of such excess or such equality
     (other than because the number of shares of MMP in subclauses (B)
      and (C) above is zero because all of the Outstanding shares of MMP
     are the subject of Submitted Hold Orders), such Submitted Bids in
     subclause (A) above being hereinafter referred to collectively as
"Sufficient Clearing Bids"); and                            

       (iii)  if Sufficient Clearing Bids exist, the lowest rate
            specified in the Submitted Bids (the "Winning Bid Rate") which
if:                                               

    (A)(I)  each Submitted Bid from Existing Holders specifying such
 lowest rate and  (II)  all other Submitted Bids from Existing
     Holders specifying lower rates were rejected, thus entitling such
       Existing Holders to continue to hold the shares of MMP that are the
subject of such Submitted Bids; and                         

     (B)(I)  each Submitted Bid from Potential Holders specifying such
  lowest rate and  (II)  all other Submitted Bids from Potential
Holders specifying lower rates were accepted,               

    would result in such Existing Holders described in subclause (A)
      above continuing to hold an aggregate number of Outstanding shares
       of MMP which, when added to the number of Outstanding shares of MMP
        to be purchased by such Potential Holders described in subclause (B)
above, would equal not less than the Available MMP.         

     (b)  Promptly after the Trust Company has made the determinations
pursuant to paragraph (a) of this Section 4, the Trust Company shall  
advise the Corporation of the "AA" Composite Commercial Paper Rate and
 the Maximum Rate on the Auction Date and, based on such determinations,
 the Applicable Rate for the next succeeding Dividend Period as follows:

        (i)  if Sufficient Clearing Bids exist, that the Applicable Rate for
     the next succeeding Dividend Period shall be equal to the Winning
Bid Rate so determined;                                     

      (ii)  if Sufficient Clearing Bids do not exist (other than because
     all of the Outstanding shares of MMP are the subject of Submitted
  Hold Orders), that the Applicable Rate for the next succeeding
Dividend Period shall be equal to the Maximum Rate; or      

     (iii)  if all of the Outstanding shares of MMP are the subject of
Submitted Hold Orders, that the Applicable Rate for the next
succeeding Dividend Period shall be equal to 59% of the "AA"
Composite Commercial Paper Rate.                            

 5. Acceptance and Rejection of Submitted Bids and Submitted Sell Orders
and Allocation of Shares.  Existing Holders shall continue to hold the shares   
of MMP that are the subject of Submitted Hold Orders, and, based on the         
determinations made pursuant to paragraph (a) of Section 4 of this Part II,     
the Submitted Bids and Submitted Sell Orders shall be accepted or rejected and  
the Trust company shall take such other action as set forth below:              

       (a)  If Sufficient Clearing Bids have been made, all Submitted Sell
  Orders shall be accepted and, subject to the provisions of paragraph (d)
 and (e) of this Section 5, Submitted Bids shall be accepted or rejected
as follows in the following order of priority and all other Submitted 
Bids shall be rejected:                                               

        (i)  the Submitted Sell Orders of Existing Holders shall be accepted
    and Existing Holders' Submitted Bids specifying any rate that is
      higher than the Winning Bid Rate shall be accepted, thus requiring
    each such Existing Holder to sell the shares of MMP that are the
subject of such Submitted Sell Orders or Submitted Bids;    

      (ii)  Existing Holders' Submitted Bids specifying any rate that is
     lower than the Winning Bid Rate shall be rejected, thus entitling
        each such Existing Holder to continue to hold the shares of MMP that
are the subject of such Submitted Bids;                     

        (iii)  Potential Holders' Submitted Bids specifying any rate that is
lower than the Winning Bid Rate shall be accepted;          

        (iv)  each Existing Holders' Submitted Bid specifying a rate that is
        equal to the Winning Bid Rate shall be rejected, thus entitling such
      Existing Holder to continue to hold the shares of MMP that are the
   subject of such Submitted Bid, unless the number of Outstanding
     shares of MMP subject to all such Submitted Bids shall be greater
      than the number of shares of MMP ("remaining shares") equal to the
        excess of the Available MMP over the number of shares of MMP subject
 to Submitted Bids described in clauses (ii) and (iii) of this
     paragraph (a), in which event such Submitted Bid of such Existing
       Holder shall be accepted in part, and such Existing Holder shall be
     required to sell shares of MMP subject to such Submitted Bid, but
      only in an amount equal to the difference between  (A)  the number
  of Outstanding shares of MMP then held by such Existing Holder
       subject to such Submitted Bid and  (B)  the number of shares of MMP
        obtained by multiplying the number of remaining shares by a fraction
       the numerator of which shall be the number of Outstanding shares of
      MMP held by such Existing Holder subject to such Submitted Bid and
the denominator of which shall be the aggregate number of   
        Outstanding shares of MMP subject to such submitted Bids made by all
        such Existing Holders that specified a rate equal to the Winning Bid
Rate; and                                                   

        (v)  each Potential Holder's Submitted Bid specifying a rate that is
  equal to the Winning Bid Rate shall be accepted but only in an
       amount equal to the number of shares of MMP obtained by multiplying
        the difference between the Available MMP and the number of shares of
      MMP subject to Submitted Bids described in clauses (ii), (iii) and
   (iv) of this paragraph (a) by a fraction the numerator of which
    shall be the number of Outstanding shares of MMP subject to such
       Submitted Bid of such Potential Holder and the denominator of which
      shall be the aggregate number of Outstanding shares of MMP subject
  to such Submitted Bids made by all such Potential Holders that
specified a rate equal to the Winning Bid Rate.             

   (b)  If Sufficient Clearing Bids have not been made (other than
   because all of the Outstanding shares of MMP are the subject of Submitted
  Hold Orders), subject to the provisions of paragraph (d) of this Section
5, Submitted Orders shall be accepted or rejected as follows in the   
following order of priority and all other Submitted Bids shall be     
rejected:                                                             

     (i)  Existing Holders' Submitted Bids specifying any rate that is
   equal to or lower than the Maximum Rate shall be rejected, thus
     entitling such Existing Holders to continue to hold the shares of
MMP that are the subject of such Submitted Bids;            

       (ii)  Potential Holders' Submitted Bids specifying any rate that is
  equal to or lower than the Maximum Rate shall be accepted; and

        (iii)  each Existing Holder's Submitted Bid specifying any rate that
        is higher than the Maximum Rate and the Submitted Sell Order of each
   Existing Holder shall be accepted, but in both cases only in an
amount equal to the difference between  (A)  the number of  
       Outstanding shares of MMP then held by such Existing Holder subject
      to such Submitted Bid or Submitted Sell Order and  (B)  the number
       of shares of MMP obtained by multiplying the difference between the
      Available MMP and the aggregate number of shares of MMP subject to
      Submitted Bids described in clauses (i) and (ii) of this paragraph
   (b) by a fraction the numerator of which shall be the number of
     Outstanding shares of MMP held by such Existing Holder subject to
     such Submitted Bid or Submitted Sell Order and the denominator of
    which shall be the aggregate number of Outstanding shares of MMP
 subject to all such Submitted Bids and Submitted Sell Orders.

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   (c)  If all of the Outstanding shares of MMP are the subject of
Submitted Hold Orders, all Submitted Bids shall be rejected.          

        (d)  If, as a result of the procedures described in paragraph (a) or
  (b) of this Section 5, any Existing Holder would be entitled or required
to sell, or any Potential Holder would be entitled or required to     
purchase, a fraction of a share of MMP on any Auction Date, the Trust 
Company shall, in such manner as, in its sole discretion, it shall    
 determine, round up or down the number of shares of MMP to be purchased
 or sold by any Existing Holder or Potential Holder on such Auction Date
   so that the number of shares purchased or sold by each Existing Holder or
Potential Holder on such Auction Date shall be whole shares of MMP.   

        (e)  If, as a result of the procedures described in paragraph (a) of
this Section 5, any Potential Holder would be entitled or required to 
purchase less than a whole share of MMP on any Auction Date, the Trust
Company shall, in such manner as, in its sole discretion, it shall    
 determine, allocate shares for purchase among Potential Holders so that
only whole shares of MMP are purchased on such Auction Date by any    
  Potential Holder, even if such allocation results in one or more of such
Potential Holders not purchasing shares of MMP on such Auction Date.  

      (f)  Based on the results of each Auction, the Trust Company shall
 determine the aggregate number of shares of MMP to be purchased and the
aggregate number of shares of MMP to be sold by Potential Holders and 
Existing Holders on whose behalf each Broker-Dealer submitted Bids or 
 Sell Orders and, with respect to each Broker-Dealer, to the extent that
   such aggregate number of shares to be purchased and such aggregate number
of shares to be sold differ, determine to which other Broker-Dealer or
   Broker-Dealers acting for one or more purchasers such Broker-Dealer shall
 deliver, or from which other Broker-Dealer or Broker-Dealers acting for
   one or more sellers such Broker-Dealer shall receive, as the case may be,
shares of MMP.                                                        

6.  Miscellaneous.  (a)  The Board of Directors of the Corporation may
interpret the provisions of this Part II to resolve any inconsistency or        
ambiguity which may arise or be revealed in connection with the Auction         
Procedures provided for herein, and if such inconsistency or ambiguity          
reflects an inaccurate provision hereof, the Board of Directors of the          
Corporation may, in appropriate circumstances, authorize the filing of          
Articles of Amendment or a Certificate of Correction.                           

    (b)  As long as no Payment Default shall have occurred,  (i)  an
  Existing Holder may sell, transfer or otherwise dispose of shares of MMP
only pursuant to a Bid or Sell Order in accordance with the procedures
   described in this Part II or to or through a Broker-Dealer or to a Person
that has delivered a signed copy of a Purchaser's Letter to the Trust 
 Company, provided that in the case of all transfers other than pursuant
  to Auctions, such Existing Holder, its Broker-Dealer or its Agent Member
advises the Trust Company of such transfer, and  (ii)  such Existing  
Holder shall have the ownership of the shares of MMP held by it       
maintained in book entry form by the Securities Depository for the    
  account of its Agent Member, which in turn will maintain records of such
Existing Holder's beneficial ownership.                               

        (c)  Neither the Corporation nor any affiliate thereof may submit an
Order in any Auction except as set forth in the next sentence.  Any   
 Broker-Dealer that is an affiliate of the Corporation may submit Orders
 in Auctions but only if such Orders are not for its own account, except
that if such affiliated Broker-Dealer holds shares of MMP for its own 
  account, it must submit a Sell Order in the next Auction with respect to
such shares.                                                          

       (d)  Commencing with the first day of the first Dividend Period for
   which the Applicable Rate is determined by the Default Rate, as set forth
  in subparagraph (c)(i) of Section 2 of Part I hereof, the Corporation or
 an Affiliate thereof, at the option of the Corporation, may perform any
 of the functions to be performed by the Trust Company set forth herein.

IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these presents to  
be signed in its name and on its behalf by its President and its corporate      
seal to be hereunto affixed and attested by its Secretary, and the said         
officers of the Corporation further acknowledged said instrument to be the      
corporate act of the Corporation and stated under the penalties of perjury      
that to the best of their knowledge, information and belief the matters and     
facts therein set forth with respect to approval are true in all material       
respects, all on July 17, 1987.                                                 

                     REPUBLIC NEW YORK CORPORATION

                   By:     /s/ Jeffrey C. Keil
                               (President)
Attest:                                                                         

/s/ William Rosenblum                                                 
(Secretary)                                             

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REPUBLIC NEW YORK CORPORATION       

ARTICLES SUPPLEMENTARY        

REPUBLIC NEW YORK CORPORATION, a Maryland corporation having its principal      
Maryland office in the City of Baltimore, State of Maryland (hereinafter        
called the "Corporation"), hereby certifies to the State Department of          
Assessments and Taxation of Maryland that:                                      

FIRST:  Pursuant to authority expressly vested in the Board of Directors of     
the Corporation by Article FIFTH of the Charter of the Corporation, the Board   
of Directors has duly divided and classified 1,000 shares of the Preferred      
Stock of the Corporation as Republic New York Corporation Remarketed Preferred  
Stock, and has provided for the issuance of such shares.                        

SECOND: The terms of the Republic New York Corporation Remarketed Preferred     
Stock as set by the Board of Directors are as follows:                          

   1,000 shares of Preferred Stock of the Corporation, without par
value, shall constitute a series of Preferred Stock designated as   
 Republic New York Corporation Remarketed Preferred Stock, hereinafter
     referred to as the "RP"TM [TM Trademark of Merrill Lynch & Co., Inc].  At
   all times, other than during the Initial Dividend Period, all shares of
    RP within each Dividend Period shall be identical with each other in all
   respects.  The RP shall have no par value with a liquidation preference
of $100,000 per share, plus an amount equal to accrued and unpaid   
dividends.                                                          

PART I  

1.  Definitions.  Unless the context or use indicates another or      
different meaning or intent, the following terms shall have the following       
meanings, whether used in the singular or plural:                               

        "'AA' Composite Commercial Paper Rate", on any date, means  (i)  the
Interest Equivalent of the 5-day (in the case of a 7-day Dividend Period) or    
60-day (in the case of a 49-day Dividend Period) rate, as the case may be, on   
commercial paper placed on behalf of issuers whose corporate bonds are rated    
"AA" by S & P or "Aa" by Moody's, or the equivalent of such rating by another   
rating agency, as such rate is made available by the Federal Reserve Bank of    
New York on a discount basis or otherwise for the first Business Day before     
such date; or  (ii)  if the Federal Reserve Bank of New York does not make      
available such a rate, then the arithmetic average of the Interest Equivalent   
of the 5-day or 60-day rate, as the case may be, on commercial paper placed on  
behalf of such issuers, as quoted on a discount basis or otherwise by the       
Commercial Paper Dealer to the Remarketing Agent for the close of business on   
the first Business Day before such date.  If the Commercial Paper Dealer does   
not quote a rate required to determine the "AA" Composite Commercial Paper      
Rate, the "AA" Composite Commercial Paper Rate shall be determined on the       
basis of the quotations or quotation furnished by any Substitute Commercial     
Paper Dealers or Dealer selected by the Corporation to provide such rates or    
rate not being supplied by the Commercial Paper Dealer.  However, in respect    
of any Dividend Period of 98 Dividend Period Days or less  (i)  if the number   
of Dividend Period Days shall be 8 or more but less than 20, such rate shall    
be the Interest Equivalent of the 15-day rate on such commercial paper,  (ii)   
if the number of Dividend Period Days  shall be 20 or more but less than 49,    
such rate shall be the Interest Equivalent of the 30-day rate on such           
commercial paper,  (iii)  if the number of Dividend Period Days shall be 49 or  
more but less than 70, such rate shall be the Interest Equivalent of the 60-    
day rate on such commercial paper,  (iv)  if the number of Dividend Period      
Days shall be 70 or more but less than 85, such rate shall be the arithmetic    
average of the Interest Equivalent of the 60-day and 90-day rates on such       
commercial paper and  (v)  if the number of Dividend Period Days shall be 85    
or more but less than 99, such rate shall be the Interest Equivalent of the     
90-day rate on such commercial paper.                                           

"Agent Member" means a designated member of the Securities  
Depository which will maintain records for the Beneficial Owners of shares of   
RP that have identified such Agent Member in their Purchaser's Letters and      
which will be authorized and instructed to disclose information to the          
Remarketing Agent and the Paying Agent with respect to such Beneficial Owners.  

     "Applicable Dividend Rate" means, with respect to any share of RP
for the applicable Initial Dividend Period, the applicable initial dividend     
rate, and for any subsequent Dividend Period for such share the dividend rate,  
as determined by the Remarketing Agent, that will be in effect for such share   
for any subsequent Dividend Period.  In certain circumstances, the Applicable   
Dividend Rate may be the applicable Maximum Dividend Rate or the Penalty Rate.  

      "Authorized Newspaper" means a newspaper of general circulation in
the English language generally published on Business Days in The City of New    
York.                                                                           

       "Beneficial Owner" shall mean a person who has signed a Purchaser's
Letter and who is listed as the beneficial owner of shares of RP in the         
records of the Paying Agent provided that, as such term is used in paragraph 3  
of this Part I, "Beneficial Owner" shall mean, in respect of each share of RP,  
the registered holder of such share as its name appears on the stock transfer   
books of the Corporation at any time the Applicable Dividend Rate for such      
share shall be the Penalty Rate.                                                

      "Business Day" means a day on which the New York Stock Exchange is
open for trading, and is not a day on which banks in The city of New York are   
authorized by law to close.                                                     

        "Cede" means Cede & Co., the nominee of DTC in whose name the shares
of RP will be initially registered.                                             

"Code" means the Internal Revenue Code of 1986, as amended. 

   "Commercial Paper Dealer" means Merrill Lynch, Pierce, Fenner &
Smith Incorporated, or in lieu thereof its affiliates or successors.            

       "Common Stock" means the common stock of the Corporation, $5.00 par
value.                                                                          

 "Corporation" means Republic New York Corporation, a Maryland
corporation, that is the issuer of the shares of RP.                            

    "Date of Original Issue" means the date on which the Corporation
originally issues the shares of RP.                                             

    "Dividend Payment Date" means  (i)  with respect to any Optional
Dividend Period of more than 91 but fewer than 365 days, the 92nd day thereof,  
the 183rd day thereof, if any, the 274th day thereof, if any, and the day next  
succeeding the last day thereof;  (ii)  with respect to any Optional Dividend   
Period of 365 days or more, the second Wednesday of each January, April, July   
and October and the day next succeeding the last day thereof; and  (iii)  with  
respect to any other Dividend Period, the day next succeeding the last day      
thereof; provided, however, that if any such date would not be a Business Day,  
the Dividend Payment Date shall be the Business Day next succeeding such date,  
except for the purpose of determining the length of a Dividend Period.          

 "Dividend Period" means with respect to each share of RP, the
Initial Dividend Period for such share and thereafter any period                

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commencing on the Dividend Payment Date (which, if the Applicable Dividend      
Rate shall not be the Penalty Rate, shall  be the Settlement Date) for such     
share and ending on the day next preceding the next succeeding such Dividend    
Payment Date for such share, which day falls in the calendar  week in which     
the last Dividend Period Day in respect of such period falls (unless otherwise  
required by any adjustment of the remarketing schedule by the Remarketing       
Agent as provided herein), provided that if in respect of such Dividend         
Period, the Board of Directors of the Corporation adjusts the number of         
Dividend Period Days in the event of a change in the Minimum Holding Period,    
such day will be adjusted accordingly.                                          

      "Dividend Period Days" means in respect of any particular Dividend
Period applicable to a share of RP, such number of consecutive calendar days    
commencing on and including the first day of such period as is specified        
herein and ending with and including the day next preceding the first day of    
the next succeeding Dividend Period applicable to such share of RP.             

     "Dividend Reset Date" means the Business Day following the Tender
Date and the Business Day next preceding a Settlement Date (normally a          
Wednesday).                                                                     

 "Dividends-Received Deduction" means the deduction allowed to
corporate holders of preferred stock with respect to dividends received on      
such stock by Section 243 of the Code, or any successor to Section 243 of the   
Code.                                                                           

"DTC" means The Depository Trust Company.                   

    "Holder" shall mean, with respect to any share of RP, the person
whose name appears on the stock transfer books of the Corporation as the        
registered holder of such share.                                                

"Initial Dividend Period" means the period commencing on and
including the Date of Original Issue and ending on September 16, 1987 for 500   
shares of RP and October 14, 1987 for the remaining 500 shares of RP.           

       "Interest Equivalent" means the equivalent yield on a 360-day basis
of a discount basis security to an interest bearing security.                   

     "Maximum Dividend Rate" means with respect to any 7-day or 49-day
Dividend Period, the percentage set forth in the table below (the "Applicable   
Percentage") of the "AA" Composite Commercial Paper Rate applicable to such     
Dividend Period at the Dividend Reset Date.  "Maximum Dividend Rate" means      
with respect to any Optional Dividend Period at any Dividend Reset Date  (i)    
in the case of an Optional Dividend Period of more than 98 Dividend Period      
Days, the Maximum Dividend Rate (which may be a fixed rate or a variable rate   
determined from time to time by formula or other means) determined by the       
Board of Directors of the Corporation in respect of such period, as provided    
herein, and  (ii)  in the case of an Optional Dividend Period of 98 days or     
less, the Applicable Percentage of the applicable "AA" Composite Commercial     
Paper Rate.  The Remarketing Agent shall round each applicable Maximum          
Dividend Rate to the nearest one-thousandth (0.001) of one percent per annum,   
with any such number ending in five ten-thousandths of one percent being        
rounded upwards to the nearest one-thousandth (0.001) of one percent.  The      
Remarketing Agent shall not round the applicable "AA" Composite Commercial      
Paper Rate as part of its calculation of the applicable Maximum Dividend Rate.  
The Applicable Percentage varies with the higher of the credit rating or        
ratings assigned by Moody's and S&P (or if Moody's or S&P or both shall not     
make such rating available, the equivalent of either or both of such ratings    
by a Substitute Rating Agency or two Substitute Rating Agencies or, in the      
event that only one such rating shall be available, such rating) to the shares  
of RP on each Dividend Reset Date, as follows:                                  

                                                                [Download Table]


                                  Credit Ratings                            
                                                                  Applicable
    Moody's                            S&P                        Percentage
----------------                  -------------                   ----------
                                                                            
"aa3" or higher                   AA- or higher                       110%  
"a3" to "a1"                      A- to A+                            120%  
"baa3" to "baa1"                  BBB- to BBB+                        130%  
Below "baa3"                      Below BBB-                          175%  


        "Minimum Holding Period" means 46 days or such other minimum holding
period required for corporate taxpayers to be entitled to the Dividends-        
Received Deduction as provided in Section 246(c) of the Code or any successor   
thereto.                                                                        

"Moody's" means Moody's Investors Service.                  

       "Notice of Redemption" means the notice of a redemption relating to
a redemption in part, given to the Paying Agent, the Securities Depository      
(and any other registered holder) and the Remarketing Agent by the Corporation  
by telephone and confirmed in writing, not later than 3:00 p.m., New York City  
time, on the Settlement Date (or, if the Applicable Dividend Rate for any       
shares of RP shall be the Penalty Rate, the later of the Dividend Payment Date  
or the seventh day) prior to the earliest date on which any such redemption     
shall occur; and the notice of a redemption relating to a redemption in whole   
given to the Paying Agent, the Securities Depository (and any other registered  
holder) and the Remarketing Agent by the Corporation by telephone and in        
writing, not later than 3:00 p.m., New York City time, on the Tender Date (or,  
if the Applicable Dividend Rate for any share of RP shall be the Penalty Rate,  
the later of the Dividend Payment Date or the seventh day) prior to the         
earliest date on which any such redemption shall occur.                         

      "Optional Dividend Period" means any Dividend Period in respect of
which the Board of Directors of the Corporation designates the number of        
Dividend Period Days and, if such number is greater than 98, determines the     
Maximum Dividend Rate, and at least seven days prior to the day such Dividend   
Period is to commence, provides written notice of such designation and, if      
applicable, such Maximum Dividend Rate to the Remarketing Agent, the Paying     
Agent and the Securities Depository.                                            

   "Paying Agent" means Manufacturers Hanover Trust Company or any
successor company or entity, which has entered into a Paying Agent Agreement    
with the Corporation to act, among other things, as the transfer agent,         
registrar, dividend and redemption price disbursing agent, settlement agent     
and agent for certain notifications for the Corporation in connection with the  
shares of RP in accordance with such agreement.                                 

  "Paying Agent Agreement" means an agreement to be entered into
between the Corporation and the Paying Agent.                                   

"Penalty Rate" means 175% of the applicable "AA" Composite  
Commercial Rate.                                                                

        "Purchase Agreement" means the agreement between the Corporation and
the Underwriter pursuant to which the Underwriter has agreed to purchase all    
the shares of RP from the Corporation.                                          

    "Purchaser's Letter" means a letter substantially in the form of
Exhibit A hereto which is required to be executed by each purchaser of shares   
of RP or such other form as may be acceptable to the Paying Agent.              

  "Remarketing" means each periodic operation of the process for
remarketing as described in Part II of these Articles Supplementary.            

   "Remarketing Agent" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated, or any successor company or entity which has entered into an      
agreement with the Corporation to follow the remarketing procedures for the     
purposes of determining the Applicable Dividend Rate or Rates.                  

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"RP" means Remarketed Preferred Stock of the Corporation.   

"S&P" means Standard & Poor's Corporation.                  

 "Securities Depository" means DTC or any successor securities
depository selected by the Corporation that agrees to follow the procedures     
required to be followed by such securities depository in connection with the    
shares of RP.                                                                   

"Service" means the Internal Revenue Service.               

   "Settlement Date" means the first Business Day after a Dividend
Reset Date applicable to a share of RP (normally a Thursday).                   

        "Substitute Commercial Paper Dealers" means Salomon Brothers Inc and
Goldman, Sachs & Co. or, in lieu of either thereof, their respective            
affiliates or successors.                                                       

     "Substitute Rating Agency" and "Substitute Rating Agencies" shall
mean a nationally recognized securities rating agency or two nationally         
recognized securities rating agencies selected by the Corporation to act as     
the substitute rating agency or substitute rating agencies, as the case may     
be, to determine the credit ratings of the shares of RP.                        

   "Tender and Dividend Reset" means the process pursuant to which
shares of RP may be tendered in a Remarketing or held and become subject to     
the new Applicable Dividend Rate or Rates determined by the Remarketing Agent   
in the Remarketing.                                                             

     "Tender Date" means the Business Day preceding the Dividend Reset
Date (normally a Tuesday).                                                      

"Underwriter" means Merrill Lynch, Pierce, Fenner & Smith   
Incorporated.                                                                   

      "7-day Dividend Period" means a Dividend Period designated as such
by a holder of shares of RP in respect of which the number of Dividend Period   
Days is seven.                                                                  

    "49-day Dividend Period" means  (i)  an Initial Dividend Period,
(ii)  a Dividend Period designated as such by a holder of shares of RP or       
(iii)  the Dividend Period applicable to shares of RP with respect to which     
the Applicable Dividend Rate is the Penalty Rate, and, in all such cases,       
generally containing forty-nine days.                                           

2.  Fractional Shares.  No fractional shares of RP shall be issued.   

  3.  Dividends.  (a)  The Holders as of 12:00 noon, New York City time on
the Business Day preceding the applicable Dividend Payment Date shall be        
entitled to receive, when, as and if declared by the Board of Directors of the  
Corporation, out of funds legally available therefor, cumulative cash           
dividends, at the Applicable Dividend Rate per annum.                           

(b)  Dividends on shares of RP shall accrue from the Date of
Original Issue and will be payable when, as and if declared by the Board of     
Directors on each Dividend Payment Date applicable to each such share of RP.    

 (c)  Each declared dividend shall be payable to the Holder or
Holders of such shares on the applicable Dividend Payment Date with respect to  
such shares of RP.  Dividends in arrears for any past Dividend Payment Date     
may be declared and paid at any time, without reference to any regular          
Dividend Payment Date, to the Holder or Holders of such shares on a date not    
exceeding five Business Days preceding the payment date thereof, as may be      
fixed by the Board of Directors of the Corporation.  Any dividend payment made  
on shares of RP shall first be credited against the dividends accrued and       
unpaid with respect to the earliest Dividend Payment Date on which dividends    
were not paid.                                                                  

       (d)  If full cumulative dividends are not paid on the shares of RP,
all dividends declared on the shares of RP shall be paid pro rata to the        
Holders of outstanding shares of RP.  Holders of shares of RP shall not be      
entitled to any dividends, whether payable in cash, property or stock, in       
excess of full cumulative dividends, on the shares of RP.  Except as provided   
in paragraph 3(h) of this Part I, holders of shares of RP shall not be          
entitled to any interest, or sum of money in lieu of interest, on any dividend  
payment or payments on the shares of RP which may be in arrears.                

     (e)  The Applicable Dividend Rate for the Initial Dividend Period
shall be 4.65 percent per annum for 500 shares of RP and 4.75 percent per       
annum for the remaining 500 shares of RP.  Except as otherwise provided         
herein, the Applicable Dividend Rate on shares of RP for each subsequent        
Dividend Period shall be equal to the rate or rates per annum that result from  
implementation of the remarketing procedures described in Part II of these      
Articles Supplementary.  If no Applicable Dividend Rate shall have been set on  
a Dividend Reset Date in a Remarketing for a 7-day Dividend Period, a 49-day    
Dividend Period or any Optional Dividend Period or Periods or any or all of     
the foregoing for any reason (other than because there is no Remarketing Agent  
or because the Remarketing Agent is not required to conduct a Remarketing       
pursuant to the terms of the Remarketing Agreement), then, unless the           
Applicable Dividend Rate is the Penalty Rate pursuant to paragraph 3(h) of      
this Part I, the Remarketing Agent, in its sole discretion will, after taking   
into account market conditions as reflected in the prevailing yields on fixed   
and variable rate taxable and tax-exempt debt securities and the prevailing     
dividend yields of fixed and variable rate preferred stock, determine the       
Applicable Dividend Rate or Rates, as the case may be, that would be initial    
dividend rates in an offering on such Dividend Reset Date, assuming a           
comparable dividend period, issuer and security.  If there is no Remarketing    
Agent or the Remarketing Agent is not required to conduct a Remarketing         
pursuant to the terms of the Remarketing Agreement, then, unless the            
Applicable Dividend Rate is the Penalty Rate pursuant to paragraph 3(h) of      
this Part I of these Articles Supplementary, the Applicable Dividend Rate for   
each such subsequent Dividend Period for which no Remarketing takes place       
because of the foregoing shall be the Maximum Dividend Rate for a 7-day         
Dividend Period and the next succeeding Dividend Period shall be a 7-day        
Dividend Period.                                                                

(f)  The amount of dividends per share of RP payable on each
Dividend Payment Date shall be computed by the Corporation by multiplying the   
Applicable Dividend Rate in effect with respect to dividends payable on such    
share on such Dividend Payment Date by a fraction the numerator of which shall  
be the number of days such share was outstanding from and including the Date    
of Original Issue or preceding Dividend Payment Date, as the case may be, to    
and including the last day of such Dividend Period, and the denominator of      
which shall be 360, and then multiplying the rate obtained by $100,000 per      
share of RP.  In accordance with the remarketing procedures set forth in Part   
II of these Articles Supplementary, there may exist at any given time a number  
of Dividend Payment Dates for all outstanding shares of RP and dividends on     
any share shall be payable only on a Dividend Payment Date applicable to such   
share of RP.                                                                    

 (g)  No later than by 12:00 noon, New York City time on any
Dividend Payment Date, the Corporation shall deposit in same-day funds, with    
the Paying Agent the full amount of any dividend (whether or not earned or      
declared) payable on such Dividend Payment Date on any share of RP.             

 (h)  In the event of any failure by the Corporation to  (i)
declare, prior to 12:00 noon New York City time on any Dividend Payment Date,   
for payment on or within three Business Days after such Dividend Payment Date   
to the persons who held shares of RP as of 12:00 noon, New York City time on    
the Business Day preceding such Dividend Payment Date, the full amount of any   
dividend on any share of RP on such Dividend Payment Date or  (ii)  deposit,    
irrevocably in trust, in same-day funds, with the Paying Agent by 12:00 noon,   
New York City time,  (A)  on or within three Business Days after any Dividend   
Payment Date the full amount of any dividend (whether or not earned or          
declared) payable on such Dividend Payment Date or  (B)  on or within three     
Business Days after any redemption date, the redemption price to be paid on     
such redemption date of any share of RP plus an amount equal to dividends       
thereon (whether or not earned or declared) accrued to and unpaid through such  
redemption date after a Notice of Redemption has been given pursuant to         
paragraph 4(d) or 4(j) of this Part I of these Articles Supplementary, then     
the Applicable Dividend                                                         

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Rate for each Dividend Period in respect of each share of RP commencing on or   
after the Dividend Payment Date first referred to in this sentence shall be     
equal to the Penalty Rate (provided that any share of RP for which an Optional  
Dividend Period of more than 98 Dividend Period Days would otherwise be in      
effect for the Dividend Period commencing on the Dividend Payment Date first    
referred to in this sentence shall, instead, have a 7-day Dividend Period),     
and each Dividend Period for each share of RP commencing thereafter shall be a  
49-day Dividend Period.  Any amount of such dividend (if the Corporation has    
declared prior to 12:00 noon New York City time on any Dividend Payment Date,   
for payment on or within three Business Days after such Dividend Payment Date   
to the persons entitled to receive such dividends at the opening of business    
on such Dividend Payment Date, the full amount of all dividends due on all      
shares of RP on such Dividend Payment Date) or redemption price not paid when   
due but paid within three Business Days after such due date shall incur a late  
charge to be paid therewith and calculated for such period of non-payment at    
the Penalty Rate applied to the amount of such non-payment.                     

     (i)  So long as any shares of RP are outstanding, the Corporation
shall not  (a)  declare or pay or set apart for payment any dividend or other   
distribution (other than dividends or distributions payable in shares of stock  
of the Corporation ranking junior to the RP as to dividends and upon            
liquidation) for any period upon any stock of the Corporation ranking on a      
parity with, or any stock of the Corporation ranking junior to, such RP as to   
dividends or upon liquidation or  (b)  redeem, purchase or otherwise acquire    
for any consideration any stock of the Corporation ranking on a parity with,    
or any stock of the Corporation ranking junior to, such RP as to dividends or   
upon liquidation, unless, in either case, all dividends payable to holders of   
shares of RP and holders of any other stock of the Corporation ranking on a     
parity therewith as to dividends for its current dividend period and all past   
dividend periods have been paid, are contemporaneously being paid or have been  
declared and a sum sufficient for the payment thereof set aside for such        
payment, except that notwithstanding clause (a) above the Corporation may pay   
dividends on the shares of RP and shares of stock of the Corporation ranking    
on a parity therewith as to dividends ratably in accordance with the sums       
which would be payable on such shares if all dividends, including               
accumulations, if any, were declared and paid in full.  Holders of shares of    
RP shall not be entitled to any dividends, whether payable in cash, property    
or stock, in excess of full cumulative dividends, as herein provided, on the    
RP.  No interest, or sum of money in lieu of interest, shall be payable in      
respect of any dividend payment or payments on the RP which may be in arrears.  

 (j)  As long as no Applicable Dividend Rate applicable to any
outstanding share of RP shall be the Penalty Rate, at the end of the Initial    
Dividend Period and at the end of each subsequent Dividend Period applicable    
to each share of RP thereafter,  (i)  the Beneficial Owner of each share of RP  
who is not tendering such share of RP can elect either a 7-day Dividend         
Period, a 49-day Dividend Period or any available Optional Dividend Period,     
except that in the event that (x) such Beneficial Owner elects an available     
Optional Dividend Period of more than 98 days and (y) the Remarketing Agent is  
unable to remarket on the Dividend Reset Date following such Tender Date all    
shares of RP tendered to it at a price of $100,000 per share, the Dividend      
Period in respect of such share will be a 7-day Dividend Period and the         
Applicable Dividend Rate shall be the Maximum Dividend Rate for a 7-day         
Dividend Period;  (ii)  the Beneficial Owner of each share of RP who fails to   
tender or to make such election at the end of a Dividend Period other than an   
Initial Dividend Period shall continue to hold such share at the Applicable     
Dividend Rate for a Dividend Period of the same type as the prior Dividend      
Period of such share except as aforesaid in respect of an Optional Dividend     
Period of more than 98 days and except if the prior Dividend Period was an      
Initial Dividend Period then the Beneficial Owner shall continue to hold such   
shares for a 49-Day Dividend Period;  (iii)  the Beneficial Owner of each       
share of RP which is tendered but not sold in a Remarketing shall hold such     
share at the applicable Maximum Dividend Rate for a 7-day Dividend Period; and  
(iv)  the Beneficial Owner of each share of RP purchased in a Remarketing       
shall hold such share for a Dividend Period of the type elected by the          
purchaser of such share in such Remarketing at the Applicable Dividend Rate,    
except that under circumstances specified in (i) above with respect to a        
Dividend Period of more than 98 days no purchaser shall be permitted to         
acquire shares having such an Optional Dividend Period.                         

     (k)  In the event of a change in law altering the Minimum Holding
Period, the Board of Directors of the Corporation may adjust the period of      
time between Dividend Payment Dates so as to adjust uniformly the number of     
Dividend Period Days in any 49-day Dividend Period, Optional Dividend Period    
or Dividend Period for which the Applicable Dividend Rate for any outstanding   
share of RP shall be the Penalty Rate commencing after the date of such change  
in law to equal or exceed the then current Minimum Holding Period; provided     
that the number of Dividend Period Days for any Dividend Period so adjusted     
shall not exceed 98 and shall be evenly divisible by seven.  Upon any such      
adjustment in the number of Dividend Period Days, the Corporation will notify   
the Remarketing Agent and the Paying Agent, and the Paying Agent will in turn   
notify the Beneficial Owners of such adjustment, provided that, if the          
Dividend Period whose length is being adjusted hereby is a Dividend Period for  
which the Applicable Dividend Rate is the Penalty Rate, the Corporation will    
notify the Holders of shares of RP directly of such adjustment.                 

(l)  Unless the Applicable Dividend Rate applicable to any  
outstanding share of RP shall be the Penalty Rate, the Board of Directors of    
the Corporation may at any time and from time to time designate one or more     
Optional Dividend Periods with such number of Dividend Period Days in respect   
thereof as the Board of Directors of the Corporation shall determine; provided  
that, in respect of any Optional Dividend Period of more than 98 Dividend       
Period Days, the Board of Directors of the Corporation shall also determine a   
Maximum Dividend Rate, which may be a fixed rate or a variable rate determined  
from time to time by formula or other means, in respect of such period.  Once   
so designated, no Optional Dividend Period may be rescinded, and once so        
determined, no Maximum Dividend Rate may be changed.  After designation of any  
type of Optional Dividend Period by the Board of Directors of the Corporation   
shall have become effective, an Optional Dividend Period of such type shall     
commence on each Settlement Date.  Any designation of any type of Optional      
Dividend Period shall be effective after seven days' written notice thereof     
and, if applicable, of the Maximum Dividend Rate so determined in respect       
thereof shall have been given to the Remarketing Agent, the Paying Agent and    
the Securities Depository.  The Corporation also shall publish notice promptly  
of any such designation and Maximum Dividend Rate, if applicable, at least      
once in an Authorized Newspaper, but the failure so to publish shall not        
affect the validity or effectiveness of any such designation or determination.  

 4.  Redemption.  Shares of RP shall be redeemable by the Corporation as
provided below.                                                                 

        (a)  The Corporation at its option may redeem shares of RP, in whole
or in part, on the next succeeding scheduled Dividend Payment Dates applicable  
to the shares of RP called for redemption, out of funds legally available       
therefor, at a redemption price per share equal to $100,000 plus an amount      
equal to dividends thereon (whether or not earned or declared) accrued to and   
unpaid on the date fixed for redemption.  Shares of RP for which the            
Corporation shall have given Notice of Redemption shall not be considered in    
subsequent Remarketings and shares of RP the owners of which shall have been    
given notice of redemption as set forth below shall not be subject to transfer  
outside of a Remarketing.                                                       

   (b)  Subject to paragraph 4(c) of this Part I of these Articles
Supplementary, if fewer than all the outstanding shares of RP are to be         
redeemed pursuant to this paragraph 4 of these Articles Supplementary, the      
number of shares of RP to be so redeemed shall be determined (and, if the       
Applicable Dividend Rate for any outstanding shares of RP shall be the Penalty  
Rate, the shares to be redeemed shall be selected pro rata among types of       
Dividend Periods (except as hereinafter described) and by lot among shares of   
the same type of Dividend Period) by the Corporation, and the Corporation       
shall give a Notice of Redemption; provided that no share of RP shall be        
redeemed on any Dividend Payment Date from any Optional Dividend Period         
containing at least as many Dividend Period Days as the then Minimum Holding    
Period at the time such Optional Dividend Period was selected if a redemption   
at such time would have the effect that a Holder who purchased such share in    
the preceding Remarketing therefor would not satisfy the Minimum Holding        
Period with respect thereto solely by reason of such redemption. So long as     
the Applicable Dividend Rate for all outstanding shares of RP shall not be the  
Penalty Rate, the Paying Agent will first determine the number of shares to be  
redeemed pro rata from each current Dividend Period, but with such adjustments  
as the Paying Agent shall make in its sole discretion to allow for redemption   
of whole shares of RP only.  The Paying Agent shall give to the Securities      
Depository and the Remarketing Agent a redemption notice, which notice shall    
include the aggregate number of shares of RP to be redeemed and the number of   
shares of RP to be redeemed for each Dividend Period.  The Securities           
Depository will then determine by lot on a Dividend Period basis the number of  
shares of RP to be redeemed from the account of each Agent Member (which may    
include an Agent Member holding shares for its own account, including the       
Remarketing Agent) and will notify the Paying Agent and the Remarketing Agent   
of such determination by 10:00 a.m., New York City time, on the second          
Business Day following the date on which the Securities Depository receives     
the notice referred to in the immediately preceding sentence.  Upon receipt of  
such notice from the Securities Depository, the Paying Agent will in turn       
determine by lot the number of shares of RP from each Dividend Period to be     
redeemed from the accounts of the Beneficial Owners whose Agent Members have    
been selected.  The Paying Agent may determine that shares of RP will be        
redeemed from the accounts of some                                              

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Beneficial Owners without shares of RP being redeemed from the accounts of      
other Beneficial Owners and shall give prompt notice of such determination to   
the Remarketing Agent.                                                          

        (c)  Notwithstanding Paragraph 4(b) of this Part I of these Articles
Supplementary, if fewer than all the outstanding shares of RP are to be         
redeemed pursuant to this paragraph 4 of these Articles Supplementary and the   
Applicable Dividend Rate applicable to any outstanding share of RP shall be     
the Penalty Rate, the number of shares of RP to be redeemed shall be            
determined by the Corporation and the shares to be redeemed shall be selected   
pro rata from among types of Dividend Period (provided that no share of RP      
shall be redeemed on any Dividend Payment Date from any Optional Dividend       
Period containing at least as many Dividend Period Days as the then Minimum     
Holding Period at the time such Optional Dividend Period was selected if a      
redemption at such time would have the effect that a Beneficial Owner who       
purchased such share in the preceding Remarketing therefor would not satisfy    
the Minimum Holding Period with respect thereto solely by reason of such        
redemption) and by lot from among shares of the same type of Dividend Period    
by the Corporation.  The Corporation shall give a Notice of Redemption which    
shall include the aggregate number of shares to be redeemed and the specific    
shares selected to be redeemed.                                                 

       (d)  Any Notice of Redemption with respect to a redemption in whole
or in part, pursuant to this paragraph 4 shall be given by the Corporation to   
the Paying Agent, the Securities Depository (and any other registered holder    
of shares of RP) and the Remarketing Agent.  In the case of a partial           
redemption, the Remarketing Agent will, at the Corporation's expense, use       
reasonable efforts to provide telephonic notice to each Beneficial Owner of     
shares of RP called for redemption not later than the close of business on the  
Business Day on which the Remarketing Agent receives notice from the Paying     
Agent of its determination of the shares to be redeemed (as described above)    
(or if the Applicable Dividend Rate for all shares of RP shall be the Penalty   
Rate, the Paying Agent shall give such telephonic notice not later than the     
close of business on the Business Day immediately following the day on which    
the Paying Agent receives Notice of Redemption from the Corporation).  In the   
case of a redemption in whole, the Remarketing Agent (or the Paying Agent, if   
the Applicable Dividend Rate with respect to any outstanding share of RP shall  
be the Penalty Rate) will, at the Corporation's expense, use its reasonable     
efforts to provide telephonic notice to each Beneficial Owner, the Paying       
Agent and the Securities Depository not later than the close of business on     
the Business Day immediately following the day on which the Remarketing Agent   
receives a Notice of Redemption from the Corporation.  In any such case, such   
telephonic notice shall be confirmed promptly in writing not later than the     
close of business on the third Business Day preceding the redemption date by    
notice sent by the Remarketing Agent (or the Paying Agent, if the Applicable    
Dividend Rate with respect to any outstanding share of RP shall be the Penalty  
Rate) to each Beneficial Owner, the Paying Agent and the Securities Depository  
of shares of RP called for redemption.                                          

      Every Notice of Redemption or other redemption notice shall state:
(i)  the redemption date;  (ii)  the number of shares of RP to be redeemed;     
(iii)  the redemption price; and  (iv)  that dividends on the shares of RP to   
be redeemed will cease to accrue on such redemption date.  In addition, notice  
of redemption given to Beneficial Owners shall state the CUSIP number of the    
shares of RP to be redeemed and the manner in which owners of such shares may   
obtain payment of the redemption price.  No defect in the Notice of Redemption  
or other redemption notice or in the transmittal or the mailing thereof shall   
affect the validity of the redemption proceedings, except as required by        
applicable law.  The Remarketing Agent (or the Paying Agent, if the Applicable  
Dividend Rate with respect to any outstanding share of RP shall be the Penalty  
Rate), within two Business Days of the date of the Notice of Redemption, will   
use its reasonable efforts to cause the publication of a redemption notice in   
an Authorized Newspaper.  The Corporation shall pay the expenses incurred in    
providing the notices required by this paragraph 4(d).                          

(e)  On any redemption date, the Corporation shall deposit, 
irrevocably in trust, in same-day funds, with the Paying Agent, by 12:00 noon   
New York City time, the price to be paid on such redemption date of any share   
of RP plus an amount equal to dividends thereon (whether or not earned or       
declared) accrued to and unpaid through such redemption date.                   

       (f)  In connection with any redemption, upon the date of deposit of
the funds necessary for such redemption with the Paying Agent and the giving    
of notice of redemption to the Beneficial Owners of shares of RP so called for  
redemption, unless the Corporation shall default in making payment of such      
redemption price, all rights of the Holders of shares of RP so called for       
redemption by requisite notice shall cease and terminate, except the right of   
the Holders thereof to receive the redemption price thereof, inclusive of an    
amount equal to dividends (whether or not earned or declared) accrued to and    
unpaid through the redemption date but without any interest, and such shares    
shall no longer be deemed outstanding for any purposes.  The Corporation shall  
be entitled to receive, promptly after the date fixed for redemption, any cash  
held by the Paying Agent in excess of the aggregate redemption price of the     
shares of RP called for redemption on such date.  Any funds so deposited with   
the Paying Agent which are unclaimed at the end of ninety days from such        
redemption date shall, to the extent permitted by law, be repaid to the         
Corporation, after which time the Holders of shares of RP so called for         
redemption shall look only to the Corporation for payment thereof.  The         
Corporation shall be entitled to receive, from time to time after the date      
fixed for redemption, any interest on the funds so deposited.                   

(g)  To the extent that any redemption for which Notice of  
Redemption has been given is not made by reason of the absence of legally       
available funds, such redemption shall be made as soon as practicable to the    
extent such funds become available.  Failure to redeem shares of RP shall be    
deemed to exist at any time after the date specified for redemption in a        
Notice of Redemption when the Corporation shall have failed, for any reason     
whatsoever, to deposit funds with the Paying Agent pursuant to paragraph 4(e)   
with respect to any shares for which such Notice of Redemption has been given.  
Notwithstanding the fact that the Corporation may not have redeemed shares of   
RP for which Notice of Redemption has been given, dividends may be declared     
and paid on shares of RP and shall include those shares of RP for which Notice  
of Redemption has been given.                                                   

   (h)  Notwithstanding the foregoing,  (i)  no share of RP may be
redeemed unless the full amount of cumulative dividends to the date fixed for   
redemption for each such share of RP called for redemption shall have been      
declared, and  (ii)  no share of RP may be redeemed unless all outstanding      
shares of RP are simultaneously redeemed, nor may any shares of RP be           
purchased or otherwise acquired by the Corporation except in accordance with a  
purchase offer made by the Corporation for all outstanding shares of RP,        
unless in each such instance dividends on all outstanding shares of RP to the   
end of the Dividend Period immediately preceding such transaction (and, if      
such transaction is on a Dividend Payment Date, for the Dividend Period ending  
on such Dividend Payment Date) shall have been paid or declared and sufficient  
funds for the payment thereof shall have been deposited with the Paying Agent.  

(i)  Except as set forth in this paragraph 4 with respect to
redemptions and subject to paragraph 4(h), nothing contained herein shall       
limit any legal right of the Corporation or any affiliate to purchase or        
otherwise acquire any shares of RP at any price.  Any shares of RP which have   
been redeemed, purchased or otherwise acquired by the Corporation or any        
affiliate shall not be reissued and the Corporation shall effect a retirement   
of such shares; in no event shall such shares have any voting rights.           

(j)  Notwithstanding any of the foregoing provisions of this
paragraph 4, the Remarketing Agent may, in its sole discretion, after           
consultation with the Corporation, modify the procedures set forth above with   
respect to notification of redemption provided any such modification does not   
adversely affect the Holders of the shares of RP.                               

 5.  Liquidation.  (a)  Upon a liquidation, dissolution or winding up of
the affairs of the Corporation, whether voluntary or involuntary, the Holders   
shall be entitled, whether from capital or surplus, before any assets of the    
Corporation shall be distributed among or paid over to holders of Common Stock  
or any other class or series of stock of the Corporation junior to the RP as    
to liquidation payments, to be paid in the amount of $100,000 per share of RP,  
plus an amount equal to all accrued and unpaid dividends thereon (whether or    
not earned or declared) to and including the date of final distribution.        
After any such payment, the Holders shall not be entitled to any further        
participation in any distribution of assets of the Corporation.                 

       (b)  If upon any such liquidation, dissolution or winding up of the
Corporation the assets of the Corporation shall be insufficient to make such    
full payments to the Holders and the holders of any preferred stock ranking as  
to liquidation, dissolution or winding up, on a parity with the RP, then such   
assets shall be distributed among the Holders ratably in accordance with the    
respective amounts which would be payable on such shares of RP or               

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any other such preferred stock if all amounts thereon were paid in full.        

        (c)  Neither the sale, lease or exchange (for cash, shares of stock,
securities or other consideration) of all or substantially all of the property  
and assets of the Corporation nor the merger or consolidation of any other      
corporation into or with the Corporation nor a reorganization of the            
Corporation, shall be deemed to be a dissolution, liquidation or winding up of  
the Corporation.                                                                

6.  Voting Rights.  (a)  Holders of shares of RP shall have no voting 
rights, either general or special except as expressly required by applicable    
law, the Charter and as specified in this paragraph 6.                          

       (b)  Whenever dividends on any shares of RP shall be in arrears for
such number of Dividend Periods which shall in the aggregate contain not less   
than 540 days, then at the next annual meeting of stockholders and at any       
annual meeting thereafter and at any meeting called for the election of         
Directors, until all dividends accumulated on the shares of RP have been paid   
or declared and a sum sufficient for payment has been set aside, the Holders    
of the shares of RP either alone or together with the holders of one or more    
other cumulative series of the Preferred Stock at the time outstanding which    
are granted such voting rights, voting as a class, shall be entitled, to the    
exclusion of the holders of one or more other series or classes of stock        
having general voting rights, to vote for and elect two members of the Board    
of Directors of the Corporation, and the holders of Common Stock together with  
the holders of any series or class or classes of stock of the Corporation       
having general voting rights and not then entitled to elect two members of the  
Board of Directors pursuant to this paragraph 6 to the exclusion of the         
holders of all series then so entitled, shall be entitled to vote and elect     
the balance of the Board of Directors.  In such case the Board of Directors of  
the Corporation shall, as of the date of the annual meeting of stockholders     
aforesaid, be increased by two Directors.  The rights of Holders of shares of   
RP of any series to participate (either alone or together with the holders of   
one or more other cumulative series of Preferred Stock at the time outstanding  
which are granted such voting rights) in the exclusive election of two members  
of the Board of Directors of the Corporation pursuant to this paragraph 6       
shall continue in effect until cumulative dividends have been paid in full or   
declared and set apart for payment on the shares of RP.  At elections for such  
Directors, each Holder of shares of RP shall be entitled to 2,000 votes for     
each share held.  The Holders of shares of RP shall have no right to cumulate   
such shares in voting for the election of Directors.  At the annual meeting of  
stockholders next following the termination (by reason of the payment of all    
accumulated and defaulted dividends on such stock or provision for the payment  
thereof by declaration and setting apart thereof) of the exclusive voting       
power pursuant to this paragraph 6 of the Holders of shares of RP and the       
holders of all other cumulative series which shall have been entitled to vote   
for and elect such two members of the Board of Directors of the Corporation,    
the terms of office of all persons who may have been elected Directors of the   
Corporation by vote of such holders shall terminate and the two vacancies       
created pursuant to this Paragraph 6 to accommodate the exclusive right of      
election conferred hereunder shall thereupon be eliminated, and the Board of    
Directors shall be decreased by two Directors.                                  

        (c)  So long as any shares of RP remain outstanding, the affirmative
vote of the Holders of at least two-thirds of the votes of the shares of RP     
outstanding at the time given in person or by proxy, at any special or annual   
meeting called for the purpose, shall be necessary to permit, effect or         
validate any one or more of the following:                                      

        (i)  The authorization, creation or issuance, or any increase in the
authorized or issued amount, of any class or series of stock
        (including any class or series of Preferred Stock) ranking prior (as
     that term is defined below in this paragraph 6) to such shares of
RP, or                                                      

       (ii)  The authorization, creation or issuance, or any increase in the
authorized or issued amount, of any class or series of stock  
     (including any class or series of Preferred Stock) which ranks on a
   parity with the shares of RP unless the Articles Supplementary or
       other provisions of the charter creating or authorizing such class or
  series shall provide that if in any case the stated dividends or
       amounts payable on liquidation are not paid in full on such shares of
     RP and all outstanding shares of stock ranking on a parity (as that
   term is defined below in this paragraph 6) with such shares of RP
 (such shares of RP and all such other stock being herein called
     "Parity Stock"), the shares of all Parity Stock shall share ratably
  in the payment of dividends, including accumulations (if any) in
     accordance with the sums which would be payable on all Parity Stock
     if all dividends in respect of all shares of Parity Stock were paid
     in full, and on any distribution of assets upon liquidation ratably
      in accordance with the sums which would be payable in respect of all
     shares of Parity Stock if all sums payable were discharged in full,
or                                                            

(iii)  The amendment, alteration or repeal, whether by merger,
     consolidation or otherwise, of any of the provisions of the charter
       of the Corporation including these Articles Supplementary which would
     materially and adversely affect any right, preference, privilege or
voting power of such shares of RP or of the Holders thereof;  
  provided, however, that any increase in the amount of authorized
       Preferred Stock or Cumulative Preferred Stock, Floating Rate Series B
  Stock, the Series A and Series B Dutch Auction Rate Transferable
     SecuritiesTM Preferred Stock, the MMP or the RP or the creation and
   issuance of other series of Preferred Stock including RP, in each
  case ranking on a parity with or junior to the shares of RP with
    respect to the payment of dividends and the distribution of assets
upon liquidation, shall not be deemed to affect materially and
  adversely such rights, preferences, privileges or voting powers.

The foregoing voting provisions shall not apply as to any shares of RP
if, at or prior to the time when the act with respect to which such vote would  
otherwise be required shall be effected, all outstanding shares of RP shall     
have been redeemed or sufficient funds shall have been deposited in trust in    
accordance with Part I, paragraph 4 to effect such redemption.                  

  Any class or classes of stock of the Corporation shall be deemed to rank

        (i)  prior to the shares of RP as to dividends or as to distribution
   of assets if the holders of such class 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 the shares of RP; and            

    (ii)  on a parity with the shares of RP as to dividends or as to
       distribution of assets, whether or not the dividend rates, dividend
        payment dates, or redemption or liquidation prices per share thereof
       be different from the shares of RP, if the holders of such class of
  stock and the shares of RP 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 rates or liquidation prices, without preference or priority
one over the other.                                         

In connection with the exercise of the voting rights contained in this
paragraph 6(c), each Holder of the shares of RP shall have 2,000 votes for      
each share of stock held.                                                       

        (d)  So long as any shares of RP remain outstanding, the Corporation
shall not, without the affirmative vote of the holders of at least a majority   
of the votes of all Parity Stock entitled to vote outstanding at the time,      
given in person or by proxy, by resolution adopted at a meeting at which the    
Holders of shares of RP (alone or together with the holders of one or more      
other series of Parity Stock at the time outstanding and entitled to vote)      
vote separately as a class,  (a)  directly or indirectly, sell, transfer or     
otherwise dispose of, or permit Republic National Bank of New York (the         
"Bank") or any other subsidiary of the Corporation, to issue, sell, transfer    
or otherwise dispose of any shares of voting stock of the Bank, or securities   
convertible into or options, warrants or rights to acquire voting stock of the  
Bank, unless after giving effect to any such transaction the Bank remains a     
Controlled Subsidiary (as hereinafter defined) of the Corporation or of a       
Qualified Successor Company (hereinafter defined);  (b)  merge or consolidate   
with, or convey substantially all of its assets to any person or corporation    
unless the entity surviving such merger or consolidation or the transferee of   
such assets is the Corporation or a Qualified Successor Company; or  (c)        
permit the Bank to merge, consolidate with, or convey substantially all of its  
assets to any person or corporation unless the entity surviving such merger or  
consolidation or the transferee of such assets is a Controlled Subsidiary of    
the Corporation or of a Qualified Successor Company, except in any of the       
foregoing cases as required to comply with applicable law, including, without   
limitation, any court or regulatory order.  The term "Qualified Successor       
Company" shall mean a corporation (or other similar organization or             

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entity whether organized under or pursuant to the laws of the United States or  
any state thereof or of another jurisdiction) which  (i)  is or is required to  
be a registered bank holding company under the United States Bank Holding       
Company Act of 1956, as amended, or any successor legislation,  (ii)  issues    
to the holders of RP in exchange for the RP shares of preferred stock having    
at least the same relative rights and preferences as the RP (the "Exchanged     
Stock"),  (iii)  immediately after such transaction has not outstanding or      
authorized any class of stock or equity securities ranking prior to the         
Exchanged Stock with respect to the payment of dividends or the distribution    
of assets upon liquidation, and  (iv)  holds, as a Controlled Subsidiary or     
Subsidiaries, either the Bank or one or more other banking corporations which,  
collectively, immediately after such transaction hold substantially all of the  
assets and liabilities which the Bank held immediately prior to such            
transaction (which may be in addition to other assets and liabilities acquired  
in such transaction).  "Controlled Subsidiary" shall mean any corporation at    
least 80% of the outstanding shares of voting stock of which shall at the time  
be owned directly or indirectly by the Corporation or a Qualified Successor     
Company.  In connection with the exercise of the voting rights contained in     
this paragraph 6(d), holders of all series of Parity Stock which are granted    
such voting rights  shall vote as a class, and each Holder of RP shall have     
2,000 votes for each share of stock held, and each other series shall have      
such number of votes, if any, for each share of stock held as may be granted    
them.                                                                           

The foregoing voting provisions shall not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required   
shall be effected, all outstanding shares of the RP shall have been redeemed    
or sufficient funds shall have been deposited in trust in accordance with Part  
I, paragraph 4 to effect such redemption.                                       

  7.  Exclusion of Other Rights.  Unless otherwise required by law, shares
of RP shall not have any rights, including preemptive rights, or references     
other than those specifically set forth herein or as provided by applicable     
law.                                                                            

  8.  Notice.  All notices or communications unless otherwise specified in
the Bylaws of the Corporation or these Articles Supplementary 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.                            

PART II     

REMARKETING PROCEDURES    

1.  Remarketing Schedule.  A Remarketing with respect to shares of RP 
subject to Tender and Dividend Reset for each Dividend Period after the         
Initial Dividend Period shall be held over a three-day (in each case a "normal  
remarketing day") period consisting of the Tender Date (normally a Tuesday),    
the Dividend Reset Date (normally a Wednesday) and the Settlement Date          
(normally a Thursday) except that  (i)  if Tuesday is not a Business Day,       
Monday shall be the Tender Date, Wednesday shall be the Dividend Reset Date     
and Thursday shall be the Settlement Date;  (ii)  if Wednesday is not a         
Business Day, Monday shall be the Tender Date, Tuesday shall be the Dividend    
Reset Date and Thursday shall be the Settlement Date;  (iii)  if Thursday is    
not a Business Day, the preceding Friday shall be the Tender Date, the next     
following Monday shall be the Dividend Reset Date and the Tuesday following     
such Monday shall be the Settlement Date; and  (iv)  if Friday is not a         
Business Day, Monday shall be the Tender Date, Tuesday shall be the Dividend    
Reset Date and Wednesday shall be the Settlement Date.  If there are fewer      
than four Business Days in any seven-day period which commences on a Tender     
Date such that none of the foregoing clauses can be given effect such that      
Beneficial Owners of RP whose shares have been sold in a Remarketing will       
receive same-day funds for the purchase price thereof the day following the     
Settlement Date (because the Tender Date, the Dividend Reset Date or the        
Settlement Date would fall on a day which is not a Business Day), the           
Remarketing Agent shall in its sole discretion adjust the remarketing schedule  
as appropriate to complete such Remarketing.  Although any particular Tender    
Date, Dividend Reset Date and Settlement Date may not occur on the originally   
scheduled normal remarketing day because of the exceptions stated above, the    
next succeeding Tender Date, Dividend Reset Date and Settlement Date shall be,  
subject to the above listed exceptions, the originally designated normal        
remarketing day.                                                                

   2.  Procedure for Tendering.  (a)  A share of RP is subject to Tender and
Dividend Reset only at the end of the current Dividend Period applicable to     
such share and may be tendered in a Remarketing only on the Tender Date         
immediately prior to the end of such Dividend Period.  By 12:00 noon, New York  
City time, on the Tender Date, the Remarketing Agent shall, after canvassing    
the market and considering prevailing market conditions at the time for shares  
of RP and similar securities, provide Beneficial Owners, by telephone, telex,   
or otherwise, non-binding indications of Applicable Dividend Rates for the      
next succeeding 7-day Dividend Period, 49-day Dividend Period and any Optional  
Dividend Period or Periods.  The actual Applicable Dividend Rates for such      
Dividend Periods may be greater or less than the rates indicated in such non-   
binding indications (but not greater than the applicable Maximum Dividend       
Rate).  By 1:00 p.m., New York City time, on such Tender Date, each Beneficial  
Owner of shares of RP subject to Tender and Dividend Reset must notify the      
Remarketing Agent of its desire, on a share-by-share basis, to either tender    
such share of RP at a price of $100,000 per share or to continue to hold such   
share of RP and elect a 7-day Dividend Period, a 49-day Dividend Period or an   
Optional Dividend Period, if any, at the new Applicable Dividend Rate for the   
selected Dividend Period.  Any such notice shall be irrevocable, which          
irrevocability may not be waived by the Remarketing Agent except that prior to  
4:00 p.m., New York City time, on the Dividend Reset Date, the Remarketing      
Agent may, in its sole discretion  (i)  at the request of a Tendering           
Beneficial Owner waive any such Beneficial Owner's tender and thereby enable    
such Beneficial Owner to continue to hold the share or shares in question for   
a 7-day, 49-day or available Optional Dividend Period as agreed to by the       
Beneficial Owner and the Remarketing Agent so long as such tendering            
Beneficial Owner has indicated that it would accept the new Applicable          
Dividend Rate determined in the current Remarketing for such Dividend Period    
and  (ii)  at the request of a Beneficial Owner that has elected to hold its    
shares of RP, waive such Beneficial Owner's election, but only with respect to  
the type of the Dividend Period selected.                                       

     (b)  The right of each Beneficial Owner to tender shares of RP is
limited to the extent that  (i)  the Remarketing Agent conducts a Remarketing   
pursuant to the terms of the Remarketing Agreement,  (ii)  shares tendered      
have not been called for redemption, and (iii)  the Remarketing Agent is able   
to find a purchaser or purchasers on a share-by-share basis for tendered        
shares of RP at an Applicable Dividend Rate for the applicable Dividend Period  
or Periods that is not in excess of the applicable Maximum Dividend Rate or     
Rates.                                                                          

      (c)  Any share of RP which is not tendered by the Beneficial Owner
thereof for any reason (other than because there is no Remarketing Agent or     
because the Remarketing Agent is not required to conduct a Remarketing          
pursuant to the terms of the Remarketing Agreement) according to the            
Remarketing provisions provided for in this Part II and with respect to which   
no notice to hold pursuant to paragraph 2(a) of this Part II has been given     
will automatically accrue dividends at the new Applicable Dividend Rate for a   
Dividend Period of the same type as the prior Dividend Period for such share,   
except a 49-Day Dividend Period shall apply if the prior Dividend Period was    
the Initial Dividend Period and will be subject to Tender and Dividend Reset    
at the end of such new Dividend Period.  However, in the event that such prior  
Dividend Period was an Optional Dividend Period of more than 98 days and if     
the Remarketing Agent is unable to remarket on the applicable Dividend Reset    
Date all shares of RP tendered to it in the relevant Remarketing at a price of  
$100,000 per share, then such new Dividend Period for such holder's shares      
shall be a 7-day Dividend Period and such new Applicable Dividend Rate will be  
the applicable Maximum Dividend Rate for a 7-day Dividend Period.               

 3.  Determination of Applicable Dividend Rate.  (a)  Between 1:00 p.m.,
New York City time, on the Tender Date and 4:00 p.m., New York City time, on    
the Dividend Reset Date, the Remarketing Agent will determine  (i)  the         
allocation of tendered shares of RP among a 7-day Dividend Period, a 49-day     
Dividend Period and any available Optional Dividend Period (except as provided  
in paragraph 4(a) of this Part II), and  (ii)  the Applicable Dividend Rates    
to the nearest one-thousandth (0.001) of one percent per annum for the next 7-  
day Dividend Period, 49-day Dividend Period and available Optional Dividend     
Period, if any, respectively.  The Applicable Dividend Rate for each such       
Dividend Period will be the dividend rate which the Remarketing Agent           
determines, in its sole judgment, to be the lowest rate, giving effect to such  
allocation, that would enable it to remarket on behalf of the Beneficial        
Owners thereof all shares of RP tendered to it at a price of $100,000 per       
share.                                                                          

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  (b)  If no Applicable Dividend Rate shall have been set in any
Remarketing for a 7-day Dividend Period or 49-day Dividend Period, or any       
Optional Dividend Period or for any or all such periods, for any reason (other  
than because there is no Remarketing Agent or because the Remarketing Agent is  
not required to conduct a Remarketing pursuant to the terms of the Remarketing  
Agreement) the Remarketing Agent, in its sole discretion, will, after taking    
into account market conditions as reflected in the prevailing yields on fixed   
and variable rate taxable and tax exempt debt securities and the prevailing     
dividend yields of fixed and variable rate preferred stock, determine the       
Applicable Dividend Rate or Rates for such Dividend Period or Periods which     
would be an initial dividend rate fixed in an offering on such Dividend Reset   
Date, assuming a comparable dividend period, issuer and security.  If there is  
no Remarketing Agent or if the Remarketing Agent is not required to conduct a   
Remarketing pursuant to the Remarketing Agreement, the Applicable Dividend      
Rate for each subsequent Dividend Period for which no Remarketing takes place   
because of the foregoing will be the applicable Maximum Dividend Rate for a 7-  
day Dividend Period and the next succeeding Dividend Period will be a 7-day     
Dividend Period.                                                                

   (c)  In determining such Applicable Dividend Rate or Rates, and
making such allocation, the Remarketing Agent will, after taking into account   
market conditions as reflected in the prevailing yields on fixed and variable   
rate taxable and tax-exempt debt securities and the prevailing dividend yields  
on fixed and variable rate preferred stocks in providing non-binding            
indications of the Applicable Dividend Rates to Beneficial Owners and           
potential purchasers of shares of RP  (i)  consider the number of shares of RP  
tendered and the number of shares of RP potential purchasers are willing to     
purchase and  (ii)  contact directly by telephone or otherwise and ascertain    
from current and potential Beneficial Owners of shares of RP the dividend       
rates at which they would be willing to hold shares of RP.                      

    (d)  The Applicable Dividend Rates, as well as the allocation of
tendered shares of RP, shall be determined by the Remarketing Agent in its      
sole discretion (except as otherwise provided in these Articles Supplementary   
with respect to Applicable Dividend Rates that shall be the Penalty Rate and    
Maximum Dividend Rates) and shall be conclusive and binding on Beneficial       
Owners.                                                                         

    (e)  As a condition precedent to purchasing shares of RP, in any
Remarketing or outside of any Remarketing, each purchaser of shares of RP       
shall sign and deliver, as provided therein, a copy of a Purchaser's Letter;    
the sufficiency of such Purchaser's Letter shall be determined by the           
Remarketing Agent, in its sole discretion.                                      

       (f)  The Applicable Dividend Rate for any Dividend Period shall not
be more than the applicable Maximum Dividend Rate.                              

   4.  Allocation of Shares; Failure to Remarket at $100,000 Per Share.  (a)
If the Remarketing Agent is unable to remarket by 4:00 p.m., New York City      
time, on a Dividend Reset Date all shares of RP tendered to it in a             
Remarketing at a price of $100,000 per share, (i)  each Beneficial Owner that   
tendered shares of RP for sale shall sell a number of shares of RP on a pro     
rata basis, to the extent practicable, or by lot, as determined by the          
Remarketing Agent in its sole discretion based on the number of orders to       
purchase shares of RP in such Remarketing;  (ii)  the next Dividend Period for  
all tendered but unsold shares and for all other shares the Beneficial Owners   
of which shall have elected or been deemed to have elected to hold such shares  
for a Dividend Period of more than 98 days shall be a 7-day Dividend Period;    
and  (iii)  the Applicable Dividend Rates for the next 7-day Dividend Period    
(including the 7-day Dividend Period referred to in the preceding clause        
(ii)), next 49-day Dividend Period and, if applicable, next Optional Dividend   
Period or Periods of 98 days or fewer will be the applicable Maximum Dividend   
Rate for such Dividend Period.                                                  

     (b)  If the allocation procedures described above would result in
the sale of a faction of a share of RP, the Remarketing Agent shall, in its     
sole discretion, round up or down the number of shares of RP on such Dividend   
Reset Date so that each share sold by a Beneficial Owner shall be a whole       
share of RP and the total number of shares sold equals the total number of      
shares bought on such Dividend Reset Date.                                      

5.  Notification of Results; Settlement.  (a)  By approximately 4:30  
p.m., New York City time, on each Dividend Reset Date, by telephone, telex or   
otherwise, the Remarketing Agent will advise  (i)  each Beneficial Owner (or    
the Agent Member thereof who in turn will advise such Beneficial Owner) of      
shares of RP that submitted a notice of intent to tender shares of RP in the    
related Remarketing whether such tender was accepted in whole or in part and    
to give instructions to its Agent Member to deliver those shares of RP for      
which the tender was accepted, by book entry against payment therefor to the    
Paying Agent through the Securities Depository, by 8:30 a.m., New York City     
time on the related Settlement Date and  (ii)  each purchaser (or the Agent     
Member thereof who in turn will advise such purchaser) purchasing shares of RP  
as a result of the related Remarketing, to give instructions to its Agent       
Member to pay the purchase price to the Remarketing Agent, against delivery of  
such shares, by book entry through the Securities Depository, by 8:30 a.m.,     
New York City time on the related Settlement Date.  The Paying Agent may        
return any shares of RP delivered to the Paying Agent after 8:30 a.m. New York  
City time on the Settlement Date for redelivery to the extent practicable on    
the same or on the following day.  The Paying Agent shall deliver to the        
Remarketing Agent against receipt of payment, through the Securities            
Depository, all shares of RP received by the Paying Agent as provided herein.   

        (b)  The Remarketing Agent also will  (i)  advise each purchaser (or
its Agent Member) that is to purchase shares of RP as a result of the           
Remarketing of the amount that it will be required, by 8:30 a.m., New York      
City time, on the Settlement Date, to pay against delivery by book entry of     
the shares of RP to be purchased,  (ii)  advise each Beneficial Owner (or its   
Agent Member) that is to sell shares of RP as a result of the Remarketing of    
the number of shares of RP that it will be required to deliver by 8:30 a.m.,    
New York City time, on the Settlement Date by book entry against payment        
therefor,  (iii)  advise, upon request to the Remarketing Agent, each existing  
Beneficial Owner of shares of RP who will continue to hold shares of RP and     
each purchaser of shares of RP of the Applicable Dividend Rates for the next    
Dividend Periods,  (iv)  advise each existing Beneficial Owner (or its Agent    
Member) who has elected to hold shares and has elected to change the type of    
the Dividend Period with respect to such shares, to deliver by 8:30 a.m., New   
York City time, on the Settlement Date by book entry such shares "free" to the  
Paying Agent through the Securities Depository to effectuate such change,  (v)  
if the Remarketing Agent is unable to remarket by 4:00 p.m., New York City      
time, on a Dividend Reset Date all shares of RP tendered to it in a             
Remarketing at a price of $100,000 per share, advise the Beneficial Owners of   
all tendered but unsold shares and the Beneficial Owners which shall have       
elected, or been deemed to have elected, to hold shares for an Optional         
Dividend Period of more than 98 days, to deliver such shares by 8:30 a.m., New  
York City time, on the Settlement Date, by book entry "free" to the Paying      
Agent through the Securities Depository to effectuate a conversion to a 7-day   
Dividend Period, and  (vi)  advise the Paying Agent, by 4:30 p.m., New York     
City time, on each Dividend Reset Date, of the Applicable Dividend Rate or      
Rates determined in the related Remarketing, of the number of shares of RP to   
which such Applicable Dividend Rate or Rates apply, of the shares of RP sold    
and purchased in such Remarketing and of the selling and purchasing Beneficial  
Owners and the Beneficial Owners who have elected to change the length of the   
Dividend Period with respect to their shares of RP and of the number of shares  
affected thereby.                                                               

(c)  In accordance with the Securities Depository's normal  
procedures, on the Settlement Date, the transactions described above will be    
executed through the Securities Depository, as authorized in accordance with    
paragraph 5(b) of this Part II, and the accounts of the respective Agent        
Members at the Securities Depository will be debited and credited and shares    
delivered by book entry as necessary to effect the purchases and sales of       
shares of RP or the change in length of Dividend Period as determined in the    
Remarketing.  Purchasers of shares of RP will make payment through their Agent  
Members in New York Clearing House funds to the Securities Depository against   
delivery through their Agent Members.  The Securities Depository will make      
payment in accordance with its normal procedures, which now provide for         
payment in New York Clearing House funds, provided that if the procedures of    
the Securities Depository shall be changed to provide for payment in same-day   
funds, then purchasers will make payment in same-day funds.                     

      (d)  If any Beneficial Owner selling shares of RP in a Remarketing
fails to deliver such shares, the Agent Member of such selling Beneficial       
Owner and of any other person that was to have purchased shares of RP in such   
Remarketing may deliver to any such other person a number of whole shares of    
RP that is less than the number of shares that otherwise was to be purchased    
by such person.  In such event, the number of shares of RP to be so delivered   
shall be determined by such Agent Member who shall give the Remarketing Agent   
and the Paying Agent notice of such number. Delivery                            

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CONFORMED COPY                                                    7.29.87       

of such lesser number of shares of RP shall constitute good delivery.           

      (e)  The Remarketing Agent, Paying Agent and Securities Depository
will each use their reasonable commercial efforts to meet the timing            
requirements set forth in paragraphs (a) and (b) above; provided however, that  
in the event that there is a delay in the occurrence of any delivery or other   
event connected with a Remarketing, the Remarketing Agent, Paying Agent and     
Securities Depository will each use their reasonable commercial efforts to      
accommodate such delay in furtherance of the Remarketing.                       

(f)  Notwithstanding any of the foregoing provisions of this
paragraph 5, the Remarketing Agent may, in its sole discretion, after           
consultation with the Corporation, modify the procedures set forth above with   
respect to settlement, provided any such modification does not adversely        
affect the Holders of RP or the Corporation; provided further that any such     
modification shall not increase the obligations of the Paying Agent without     
the prior consent of the Paying Agent.                                          

   6.  Purchase of Shares of RP by Remarketing Agent.  The Remarketing Agent
may purchase for its own account shares of RP in a Remarketing, provided that   
it purchases all shares of RP not sold in a Remarketing to other purchasers     
and that the Applicable Dividend Rate or Rates set with respect to such shares  
in the Remarketing are no higher than the Applicable Dividend Rate or Rates     
that would have been set if the Remarketing Agent had not purchased such        
shares.  Notwithstanding the foregoing, the Remarketing Agent is not obligated  
to purchase any shares of RP that would otherwise remain unsold in a            
Remarketing.  If the Remarketing Agent owns any shares of RP immediately prior  
to a Remarketing and if all other shares tendered for sale by other Beneficial  
Owners of shares of RP have been sold in such Remarketing, then the             
Remarketing Agent may sell such number of its shares in such Remarketing as     
there are outstanding orders to purchase.  Neither the Corporation nor the      
Remarketing Agent is obligated in any case to provide funds to make payment to  
a Beneficial Owner upon such Beneficial Owner's tender of its shares of RP for  
Remarketing.                                                                    

7.  Applicable Dividend Rate as the Penalty Rate.  If the Applicable  
Dividend Rate with respect to any share of RP shall be the Penalty Rate,        
paragraphs 1, 2, 3, 4, 5 and 6 of this Part II shall no longer be applicable    
to any of the shares of RP and the shares of RP shall not be subject to Tender  
and Dividend Reset.                                                             

   8.  Transfers.  So long as the Applicable Dividend Rate applicable to any
share of RP is not the Penalty Rate, shares of RP may be sold, transferred or   
otherwise disposed of, either in a Remarketing or otherwise, only to a person   
that has delivered a signed copy of a Purchaser's Letter addressed to the       
Corporation, the Remarketing Agent, the Paying Agent and the Agent Member and   
to be delivered as provided in such Purchaser's Letter, provided that, in the   
case of all transfers other than pursuant to Remarketings, as a condition to    
such transfer, the Agent Member of the transferee and of the transferor advise  
the Paying Agent and the Remarketing Agent of such transfer.                    

9.  Miscellaneous.  The Board of Directors of the Corporation may     
interpret or adjust the provisions of these Articles Supplementary to resolve   
any inconsistency or ambiguity, remedy any formal defect or make any other      
change or modification which does not adversely affect the rights of            
Beneficial Owners of shares of RP and if such inconsistency or ambiguity        
reflects an incorrect provision hereof the Board of Directors may authorize     
the filing of a Certificate of Correction.                                      

10.  Securities Depository; Stock Certificates.  (a)  The Depository  
Trust Company will initially act as Securities Depository for the Agent         
Members with respect to shares of RP.  In accordance with applicable law, on    
the Date of Original Issue an appropriate number of certificates for all of     
the shares of RP will be registered in the name of Cede, as nominee of the      
Securities Depository.  Such certificates will bear a legend to the effect      
that such certificates are issued subject to the provisions contained in these  
Articles Supplementary and each Purchaser's Letter.  The Corporation will also  
issue stop-transfer instructions to the Paying Agent for the shares of RP.      
Except as provided in paragraphs (b) and (c) below, Cede will be the Holder,    
and no Beneficial Owner shall receive certificates representing its ownership   
interest in such shares.                                                        

       (b)  If DTC shall cease acting as Securities Depository, the Paying
Agent and the Corporation shall, at the Corporation's option, either  (i)       
arrange for another securities depository to maintain custody of the            
certificates evidencing the shares of RP or  (ii)  cause the Corporation to     
issue one or more new certificates registered in the names of the Beneficial    
Owners or their nominees.                                                       

       (c)  If the Applicable Dividend Rate applicable to all shares of RP
shall be the Penalty Rate, the Corporation shall issue one or more new          
certificates with respect to such shares (without the legend referred to in     
paragraph 10(a) of this Part II) registered in the names of the Beneficial      
Owners or their nominees and shall rescind the stop-transfer instruction        
referred to in paragraph 10(a) of this Part II with respect to such shares.     

IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these presents to  
be signed in its name and on its behalf by its President and its corporate      
seal to be hereunto affixed and attested by its Secretary, and the said         
officers of the Corporation further acknowledged said instrument to be the      
corporate act of the Corporation and stated under the penalties of perjury      
that to the best of their knowledge, information and belief the matters and     
facts therein set forth with respect to approval are true in all material       
respects, all on July 28, 1987.                                                 

                                 REPUBLIC NEW YORK CORPORATION

                             By:   /s/ Jeffrey C. Keil
Attest:                                             (President)                 

/s/ William F. Rosenblum, Jr.                                         
(Secretary)                                         

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                                                                 Exhibit A

TO BE SUBMITTED TO YOUR BROKER-DEALER WHO WILL THEN DELIVER COPIES ON 
   YOUR BEHALF TO THE RESPECTIVE TRUST COMPANY

   MASTER PURCHASER'S LETTER

  Relating to Securities Involving Rate Settings
    Through Auctions or Remarketings

THE COMPANY                                                                     
THE REMARKETING AGENT                                                           
THE TRUST COMPANY                                                               
A BROKER-DEALER                                                                 
AN AGENT MEMBER                                                                 
OTHER PERSONS                                                                   

Dear Sirs:                                                                      

1.  This letter is designed to apply to publicly or privately offered 
debt or equity securities ("Securities") of any issuer ("Company") which are    
described in any final prospectus or other offering materials relating to such  
Securities as the same may be amended or supplemented (collectively, with       
respect to the particular Securities concerned, the "Prospectus") and which     
involve periodic rate settings through auctions ("Auctions") or remarketing     
procedures ("Remarketings").  This letter shall be for the benefit of any       
Company and of any trust company, auction agent, paying agent, (collectively,   
"trust company"), remarketing agent, broker-dealer, agent member, securities    
depository or other interested person in connection with any Securities and     
related Auctions or Remarketings (it being understood that such persons may be  
required to execute specified agreements and nothing herein shall alter such    
requirements).  The terminology used herein is intended to be general in its    
application and not to exclude any Securities in respect of which (in the       
Prospectus or otherwise) alternative terminology is used.                       

 2.  We may from time to time offer to purchase, purchase, offer to sell
and/or sell Securities of any Company as described in the Prospectus relating   
thereto.  We agree that this letter shall apply to all such purchases, sales    
and offers and to Securities owned by us. We understand that the                
dividend/interest rate on Securities may be based from time to time on the      
results of Auctions or Remarketings as set forth in the Prospectus.             

 3.  We agree that any bid or sell order placed by us in an Auction or a
Remarketing shall constitute an irrevocable offer (except as otherwise          
described in the Prospectus) by us to purchase or sell the Securities subject   
to such bid or sell order, or such lesser amount of Securities as we shall be   
required to sell or purchase as a result of such Auction or Remarketing, at     
the applicable price, all as set forth in the Prospectus, and that if we fail   
to place a bid or sell order with respect to Securities owned by us with a      
broker-dealer on any Auction or Remarketing date, or a broker-dealer to which   
we communicate a bid or sell order fails to submit such bid or sell order to    
the trust company or remarketing agent concerned, we shall be deemed to have    
placed a hold order with respect to such Securities as described in the         
Prospectus.  We authorize any broker-dealer that submits a bid or sell order    
as our agent in Auctions or Remarketings to execute contracts for the sale of   
Securities covered by such bid or sell order.  We recognize that the payment    
by such broker-dealer for Securities purchased on our behalf shall not relieve  
us of any liability to such broker-dealer for payment for such Securities.      

   4.  We understand that in a Remarketing, the dividend or interest rate or
rates on the Securities and the allocation of Securities tendered for sale      
between dividend or interest periods of different lengths will be based from    
time to time on the determinations of one or more remarketing agents, and we    
agree to be conclusively bound by such determinations.  We further agree to     
the payment of different dividend or interest rates to different holders of     
Securities depending on the length of the dividend or interest period elected   
by such holders.  We agree that any notice given by us to a remarketing agent   
(or to a broker-dealer for transmission to a remarketing agent) of our desire   
to tender Securities in a Remarketing shall constitute an irrevocable (except   
to the limited extend set forth in the Prospectus) offer by us to sell the      
Securities specified in such notice, or such lesser number of Securities as we  
shall be required to sell as a result of such Remarketing, in accordance with   
the terms set forth in the Prospectus, and we authorize the remarketing agent   
to sell, transfer or otherwise dispose of such Securities as set forth in the   
Prospectus.                                                                     

5.  We agree that, during the applicable period as described in the   
Prospectus, dispositions of Securities can be made only in the denominations    
set forth in the Prospectus and we will sell, transfer or otherwise dispose of  
any Securities held by us from time to time only pursuant to a bid or sell      
order placed in an Auction, in a Remarketing, to or through a broker-dealer     
or, when permitted in the Prospectus, to a person that has signed and           
delivered to the applicable trust company or a remarketing agent a letter       
substantially in the form of this letter (or other applicable purchaser's       
letter), provided that in the case of all transfers other than pursuant to      
Auctions or Remarketings we or our broker-dealer or our agent member shall      
advise such trust company or a remarketing agent of such transfer.  We          
understand that a restrictive legend will be placed on certificates             
representing the Securities and stop-transfer instructions will be issued to    
the transfer agent and/or registrar, all as set forth in the Prospectus.        

6.  We agree that, during the applicable period as described in the   
Prospectus, ownership of Securities shall be represented by one or more global  
certificates registered in the name of the applicable securities depository or  
its nominee, that we will not be entitled to receive any certificate            
representing the Securities and that our ownership of any Securities will be    
maintained in book entry form by the securities depository for the account of   
our agent member, which in turn will maintain records of our beneficial         
ownership.  We authorize and instruct our agent member to disclose to the       
applicable trust company or remarketing agent such information concerning our   
beneficial ownership of Securities as such trust company or remarketing agent   
shall request.                                                                  

7.  We acknowledge that partial deliveries of Securities purchased in 
Auctions or Remarketings may be made to us and such deliveries shall            
constitute good delivery as set forth in the Prospectus.                        

8.  This letter is not a commitment by us to purchase any Securities. 

9.  This letter supersedes any prior-dated version of this master     
purchaser's letter, and supplements any prior- or post-dated purchaser's        
letter specific to particular Securities, and this letter may only be revoked   
by a signed writing delivered to the original recipients hereof.                

 10.  The descriptions of Auction or Remarketing procedures set forth in
each applicable Prospectus are incorporated by reference herein and in case of  
any conflict between this letter, any purchaser's letter specific to            
particular Securities and any such description, such description shall          
control.                                                                        

11.  Any xerographic or other copy of this letter shall be deemed of  
equal effect as a signed original.                                              

12.  Our agent member of the Depository Trust Company currently is    

   13.  Our personnel authorized to place orders with broker-dealers for the
purpose set forth in the Prospectus in Auctions or Remarketings currently       
is/are, telephone number (   )          .                                       

14.  Our taxpayer identification number is             .              

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142                                                                             

15.  In the case of each offer to purchase, purchase, offer to sell or
sale by us of Securities not registered under the Securities Act of 1933, as    
amended (the "Act"), we represent and agree as follows:                         

        A.  We understand and expressly acknowledge that the Securities have
  not been and will not be registered under the Act and, accordingly, that
the Securities may not be reoffered, resold or otherwise pledged,     
hypothecated or transferred unless an applicable exemption from the   
registration requirements of the Act is available.                    

    B.  We hereby confirm that any purchase of Securities made by us
will be for our own account, or for the account of one or more parties
for which we are acting as trustee or agent with complete investment  
 discretion and with authority to bind such parties, and not with a view
to any public resale or distribution thereof.  We and each other party
   for which we are acting which will acquire Securities will be "accredited
  investors" within the meaning of Regulation D under the Act with respect
to the Securities to be purchased by us or such party, as the case may
be, will have previously invested in similar types of instruments and 
 will be able and prepared to bear the economic risk of investing in and
holding such Securities.                                              

       C.  We acknowledge that prior to purchasing any Securities we shall
   have received a Prospectus (or private placement memorandum) with respect
thereto and acknowledge that we will have had access to such financial
   and other information, and have been afforded the opportunity to ask such
  questions of representatives of the Company and receive answers thereto,
as we deem necessary in connection with our decision to purchase      
Securities.                                                           

       D.  We recognize that the Company and broker-dealers will rely upon
the truth and accuracy of the foregoing investment representations and
  agreements, and we agree that each of our purchases of Securities now or
   in the future shall be deemed to constitute our concurrence in all of the
foregoing which shall be binding on us and each party for which we are
acting as set forth in Subparagraph B above.                          

Dated:__________________________      ___________________________________       
               (Name of Purchaser)
Mailing Address of Purchaser                                                    

________________________________      By:_____________________                  

________________________________      Printed Name:______________________       

________________________________      Title:__________________                  

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CONFORMED COPY                                                      5.14.91     

REPUBLIC NEW YORK CORPORATION   

ARTICLES SUPPLEMENTARY    

REPUBLIC NEW YORK CORPORATION, a Maryland corporation having its principal      
Maryland office in the City of Baltimore, State of Maryland (hereinafter        
called the "Corporation"), hereby certifies to the State Department of          
Assessments and Taxation of Maryland that:                                      

FIRST:  Pursuant to authority expressly vested in the Board of Directors of     
the Corporation by Article FIFTH of the Charter of the Corporation, the Board   
of Directors has authorized the classification of up to 4,000,000 of the        
15,000,000 shares of Preferred Stock (the "Preferred Stock") which the          
Corporation now has authority to issue into a series designated $3.375          
Cumulative Convertible Preferred Stock and has provided for the issuance of     
such series.                                                                    

SECOND:  The number of shares and terms of the $3.375 Cumulative Convertible    
Preferred Stock as set by the Finance Committee of the Board of Directors       
pursuant to authority duly delegated by the Board of Directors are as follows:  

 1.  $3.375 Cumulative Convertible Preferred Stock.  4,000,000 shares of
Preferred Stock of the Corporation, without par value, are hereby constituted   
as the original number of shares of a series of Preferred Stock designated as   
$3.375 Cumulative Convertible Preferred Stock (hereinafter sometimes called     
the "Convertible Preferred Stock").  The Convertible Preferred Stock is         
issuable in whole shares only.  The Convertible Preferred Stock shall be of a   
stated value of $50 per share (the "Stated Value").  The term "Charter" when    
used herein shall include all articles or certificates filed pursuant to law    
with respect to any series of the Preferred Stock.                              

 2.  Dividends.  The holders of the Convertible Preferred Stock shall be
entitled to receive, but only when and as declared by the Board of Directors    
out of funds legally available for the purpose, cash dividends at the rate of   
$3.375 per share per annum, and no more, payable quarterly on the first day of  
January, April, July and October of each year, with the first such dividend     
being payable July 1, 1991 (each a "dividend payment date"). Such dividends     
shall be payable from, and shall be cumulative from, the date of  original      
issue of each share.  Dividends will be payable, in arrears, to holders of      
record as they appear on the stock transfer records of the Corporation on such  
record dates, not more than 60 days nor less than 10 days preceding the         
payment dates thereof, as shall be fixed by the Board of Directors.  The        
amount of dividends payable per share for each full dividend period shall be    
computed by dividing by four the $3.375 annual rate.  The amount of dividends   
payable for the initial dividend period or any period shorter than a full       
dividend period shall be calculated on the basis of a 360-day year of twelve    
30-day months.  If in any quarterly dividend period (being the period between   
such dividend payment dates or, in the case of the first such period, from the  
date of original issue to July 1, 1991) dividends at the rate of $3.375 per     
share per annum shall not have been paid or declared and set apart for payment  
on all outstanding shares of Convertible Preferred Stock for such quarterly     
dividend period and all preceding quarterly dividend periods from and after     
the first day from which dividends are cumulative, then the aggregate           
deficiency shall be declared and fully paid or set apart for payment, but       
without interest, before (i) any dividends or other distributions (excluding    
dividends paid in shares of, or options, warrants or rights to subscribe for    
or purchase shares of, Common Stock of the Corporation or shares of any other   
capital stock of the Corporation ranking junior to the Convertible Preferred    
Stock with respect to the payment of dividends and distribution of assets upon  
liquidation, dissolution or winding up of the Corporation) shall be declared    
and paid or set apart for payment on the Common Stock or on any other capital   
stock of the Corporation ranking junior to the Convertible Preferred Stock      
with respect to the payment of dividends, or (ii) the Corporation shall         
purchase, redeem or otherwise acquire any shares of Preferred Stock or any      
shares of capital stock of the Corporation ranking on a parity with or junior   
to the Convertible Preferred Stock with respect to the payment of dividends,    
except by conversion into or exchange for capital stock of the Corporation      
ranking junior to the Convertible Preferred Stock with respect to the payment   
of dividends and distribution of assets upon liquidation, dissolution or        
winding up of the Corporation; provided, however, that any moneys set aside in  
trust as a sinking fund payment for any series of Preferred Stock pursuant to   
the resolutions providing for the issue of shares of such series may            
thereafter be applied to the purchase or redemption of Preferred Stock of such  
series whether or not at the time of such application full cumulative           
dividends upon the  outstanding Convertible Preferred Stock shall have been     
paid or declared and set apart for payment.                                     

  3.  Conversion.  (i)  Subject to and upon compliance with the provisions
of this paragraph 3, each holder of Convertible Preferred Stock shall have the  
right, at his option, at any time, to convert any or all of the shares of       
Convertible Preferred Stock held by such holder into the number of fully paid   
and nonassessable shares of Common Stock (calculated as to each conversion,     
for the purpose of determining the amount of any cash payments provided for     
under subparagraph (iii) of this paragraph 3, to the nearest 1/100 of a share   
of Common Stock, with 1/200 of a share of Common Stock being rounded upward)    
obtained by dividing the Stated Value of a share of Convertible Preferred       
Stock by the Conversion Price (as defined below) and multiplying such           
resulting number by the number of shares of Convertible Preferred Stock to be   
converted, and by surrendering such shares of Convertible Preferred Stock so    
to be converted, such surrender to be made in the manner provided in            
subparagraph (ii) of this paragraph 3; provided, however, that the right to     
convert shares called for redemption pursuant to paragraph 6 shall terminate    
at the close of business on the date fixed for such redemption unless the       
Corporation shall default in making payment of the amount payable upon such     
redemption. The term "Common Stock" shall mean the Common Stock, par value      
$5.00, of the Corporation as the same exists at the date of these Articles      
Supplementary or as such stock may be constituted from time to time, except     
that for the purpose of subparagraph (v) of this paragraph 3, the term "Common  
Stock" shall also mean and include stock of the Corporation of any class,       
whether now or hereafter authorized, which shall have the right to participate  
in the distribution of either earnings or assets of the Corporation without     
limit as to amount or percentage.                                               

  The term "Conversion Price" shall mean $72.50, as adjusted in accordance
with the provisions of this paragraph 3.                                        

      (ii)  In order to exercise the conversion privilege, the holder of
each share of Convertible Preferred Stock to be converted shall surrender the   
certificate representing such share at the office of the conversion agent for   
the Convertible Preferred Stock in the Borough of Manhattan, The City of New    
York, appointed for such purpose by the Corporation, which shall initially be   
the transfer agent for the Common Stock, with the Notice of Election to         
Convert on the back of said certificate completed and signed.  Unless  the      
shares issuable on conversion are to be issued in the same name as the name in  
which such share of Convertible Preferred Stock is registered, each share       
surrendered for conversion shall be accompanied by instruments of transfer, in  
form satisfactory to the Corporation, duly executed by the holder or his duly   
authorized attorney, and by an amount sufficient to pay any transfer or         
similar tax.                                                                    

The holders of shares of Convertible Preferred Stock at the close of  
business on a dividend payment record date shall be entitled to receive the     
dividend payable on such shares (except that holders of shares called for       
redemption on a redemption date between such record date and the dividend       
payment date shall not be entitled to receive such dividend on such dividend    
payment date) on the corresponding dividend payment date notwithstanding the    
conversion thereof or the Corporation's default in payment of the dividend due  
on such dividend payment date.  However, shares of Convertible Preferred Stock  
surrendered for conversion during the period between the close of business on   
any dividend payment record date and the opening of business on the             
corresponding dividend payment date (except shares called for redemption on a   
redemption date during such period) must be accompanied by payment of an        
amount equal to the dividend payable on such shares on such dividend payment    
date.  A holder of shares of Convertible Preferred Stock on a dividend payment  
record date who (or whose transferee) tenders any of such shares for            
conversion into shares of Common Stock on a dividend payment date will receive  
the dividend payable by the Corporation on such shares of Convertible           
Preferred Stock on such date, and the converting holder need not include        
payment in the amount of such dividend upon surrender of shares of Convertible  
Preferred Stock for conversion.  Except as provided above, the Corporation      
shall make no payment or allowance for unpaid dividends, whether or not in      
arrears, on converted shares or for dividends on the shares of Common Stock     
issued upon such conversion.                                                    

As promptly as practicable after the surrender of the certificates for
shares of Convertible Preferred Stock as aforesaid, the Corporation shall       
issue and shall deliver at the office of the conversion agent to such holder,   
or on his written order, a certificate or certificates for the number of full   
shares of Common Stock issuable upon the conversion of such shares in           
accordance with the provisions of this paragraph 3, and                         

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CONFORMED COPY                                                      5.14.91     

any fractional interest in respect of a share of Common Stock arising upon      
such conversion shall be settled as provided in subparagraph (iii) of this      
paragraph 3.                                                                    

 Each conversion shall be deemed to have been effected immediately prior
to the close of business on the date on which the certificates for shares of    
Convertible Preferred Stock shall have been surrendered, with the Notice of     
Election to Convert on the back of said certificates completed and signed       
(and, if applicable, payment of an amount equal to the dividend payable on      
such shares shall have been made), to the Corporation as aforesaid, and the     
person or persons in whose name or names any certificate or certificates for    
shares of Common Stock shall be issuable upon such conversion shall be deemed   
to have become the holder or holders of record of the shares represented        
thereby at such time on such date and such conversion shall be at the           
Conversion Price in effect at such time on such date, unless the stock          
transfer books of the Corporation shall be closed on such date, in which event  
such person or persons shall be deemed to have become such holder or holders    
of record at the close of business on the next succeeding day on which such     
stock transfer books are open, but such conversion shall be at the Conversion   
Price in effect on the date upon which such shares shall have been surrendered  
and such notice (and, if applicable, payment) received by the Corporation.      
All shares of Common Stock delivered upon conversion of the Convertible         
Preferred Stock will upon delivery be duly and validly issued and fully paid    
and nonassessable, free of all liens and charges and not subject to any         
preemptive rights.                                                              

(iii)  In connection with the conversion of any shares of   
Convertible Preferred Stock, no fractional shares or scrip representing         
fractions of shares of Common Stock shall be issued upon conversion of the      
Convertible Preferred Stock.  Instead of any fractional interest in a share of  
Common Stock which would otherwise be deliverable upon the conversion of a      
share of Convertible Preferred Stock or a fraction thereof, the Corporation     
shall pay to the holder of such share of Convertible Preferred Stock or         
fraction thereof an amount in cash (computed to the nearest cent, with          
one-half cent being rounded upward) equal to the reported last sales price (as  
defined in subparagraph (iv)(e) of this paragraph 3) of the Common Stock on     
the Trading Day (as defined in subparagraph (iv)(e) of this paragraph 3) next   
preceding the day of conversion multiplied by the fraction of a share of        
Common Stock represented by such fractional interest.  If more than one share   
of Convertible Preferred Stock shall be surrendered for conversion at one time  
by the same holder, the number of full shares of Common Stock issuable upon     
conversion thereof shall be computed on the basis of the aggregate Stated       
Value of the shares of Convertible Preferred Stock so surrendered.              

     (iv)  The Conversion Price shall be adjusted from time to time as
follows:                                                    

   (a)  In case the Corporation shall (x) pay a dividend or make a
   distribution on the Common Stock in shares of Common Stock, (y)
   subdivide the outstanding Common Stock into a greater number of
     shares or (z) combine the outstanding Common Stock into a smaller
        number of shares, the Conversion Price shall be adjusted so that the
  holder of any share of  Convertible Preferred Stock thereafter
      surrendered for conversion shall be entitled to receive the number
    of shares of Common Stock of the Corporation which he would have
        owned or have been entitled to receive after the happening of any of
      the events described above had such share of Convertible Preferred
    Stock been converted immediately prior to the record date in the
       case of a dividend or the effective date in the case of subdivision
     or combination.  An adjustment made pursuant to this subparagraph
       (a) shall become effective immediately after the record date in the
      case of a dividend, except as provided  in subparagraph (h) below,
      and shall become effective immediately after the effective date in
the case of a subdivision or combination.                   

      (b)  In case the Corporation shall issue rights or warrants to all
     holders of the Common Stock entitling them (for a period expiring
      within 45 days after the record date mentioned below) to subscribe
    for or purchase shares of Common Stock at a price per share less
       than the current market price per share of Common Stock (as defined
        for purposes of this subparagraph (b) in subparagraph (e) below), at
      the record date for the determination of  stockholders entitled to
   receive such rights or warrants, the Conversion Price in effect
      immediately prior thereto shall be adjusted so that the same shall
     equal the price determined by multiplying the Conversion Price in
      effect immediately prior to the date of issuance of such rights or
      warrants by a fraction, the numerator of which shall be the number
    of shares of Common Stock outstanding on the date of issuance of
     such rights or warrants plus the number of shares of Common Stock
       which the aggregate offering price of the total number of shares of
  Common Stock so offered would purchase at such current  market
        price, and the denominator of which shall be the number of shares of
      Common Stock outstanding on the date of issuance of such rights or
 warrants plus the number of additional shares of Common Stock
receivable upon exercise of such rights or warrants.  Such  
     adjustment shall be made successively whenever any such rights or
        warrants are issued, and shall become effective immediately,  except
      as provided in subparagraph (h) below, after such record date.  In
     determining whether any rights or warrants entitle the holders of
       the Convertible Preferred Stock to subscribe for or purchase shares
  of Common Stock at less than such current market price, and in
     determining the aggregate offering price of such shares of Common
        Stock, there shall be  taken into account any consideration received
    by the Corporation for such rights or warrants plus the exercise
      price thereof, the value of such  consideration or exercise price,
   as the case may be, if other than cash, to be determined by the
Board.                                                      

   (c)  In case the Corporation shall distribute to all holders of
      Common Stock any shares of capital stock of the Corporation (other
 than Common Stock) or evidences of its indebtedness or assets
 (excluding cash dividends or distributions paid from retained
       earnings of the Corporation) or rights or warrants to subscribe for
or purchase any of its securities (excluding those rights or
warrants referred to in subparagraph (b) above) (any of the 
   foregoing being hereinafter in this subparagraph (c) called the
  "Securities"), then, in each such case, unless the Corporation
        elects to reserve such Securities for distribution to the holders of
        the Convertible Preferred Stock upon the conversion of the shares of
  Convertible Preferred Stock so that any such holder converting
shares of Convertible Preferred Stock will receive upon such
      conversion, in addition to the shares of the Common Stock to which
   such holder is entitled, the amount and kind of such Securities
which such holder would have received if such holder had,   
    immediately prior to the record date for the distribution of the
        Securities, converted its shares of Convertible Preferred Stock into
    Common Stock, the Conversion Price shall be adjusted so that the
       same shall equal the price determined by multiplying the Conversion
      Price in effect immediately prior to the date of such distribution
    by a fraction the numerator of which shall be the current market
        price per share (as defined for purposes of this subparagraph (c) in
  subparagraph (e) below) of the Common Stock on the record date
     mentioned above less the then fair market value (as determined by
   the Board, whose determination shall, if made in good faith, be
conclusive) of the portion of the Securities so distributed 
   applicable to one share of Common Stock, and the denominator of
    which shall be the current market price per share (as defined in
        subparagraph (e) below) of the Common Stock; provided, however, that
     in the event the then fair market value (as so determined) of the
       portion of the Securities so distributed applicable to one share of
      Common Stock is equal to or  greater than the current market price
        per share (as defined in subparagraph (e) below) of the Common Stock
on the record date mentioned above, in lieu of the foregoing
       adjustment, adequate provision shall be made so that each holder of
 shares of Convertible Preferred Stock shall have the right to
    receive the amount and kind of Securities such holder would have
      received had he converted each such share of Convertible Preferred
      Stock immediately prior to the record date for the distribution of
        the Securities.  Such adjustment shall become effective immediately,
       except as provided in subparagraph (h) below, after the record date
  for the determination of stockholders entitled to receive such
distribution.                                               

     (d)  If, pursuant to subparagraph (b) or (c) above, the number of
      shares of Common Stock into which a share of Convertible Preferred
Stock is convertible shall have been adjusted because the   
       Corporation has declared a dividend, or made a distribution, on the
  outstanding shares of Common Stock in the form of any right or
warrant to purchase securities of the Corporation, or the   
    Corporation has issued any such right or warrant, then, upon the
        expiration of any such unexercised right or unexercised warrant, the
        Conversion Price shall forthwith be adjusted to equal the Conversion
      Price that would have applied had such right or warrant never been
declared, distributed or issued.                            

  (e)  For the purpose of any computation under subparagraph (b)
    above, the current market price per share of Common Stock on any
     date shall be deemed to be the average of the reported last sales
     prices for the thirty consecutive Trading Days (as defined below)
        commencing forty-five Trading Days before the date in question.  For
    the purpose of any computation under subparagraph (c) above, the
       current market price per share of Common Stock on any date shall be
      deemed to be the average of the reported last sales prices for the
ten consecutive                                             

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Trading Days before the date in question.  The              
   reported last sales price for each day (whether for purposes of
    subparagraph (b) or subparagraph (c)) shall be the reported last
     sales price, regular way, or, in case no sale takes place on such
  day, the average of the reported closing bid and asked prices,
 regular way, in either case as reported on the New York Stock
    Exchange Composite Tape or, if the Common Stock is not listed or
        admitted to trading on the New York Stock Exchange, on the principal
       national securities exchange on which the Common Stock is listed or
       admitted to trading or, if not listed or admitted to trading on any
      national securities exchange, on the National Market System of the
National Association of Securities Dealers, Inc. Automated  
      Quotations System ("NASDAQ") or, if the Common Stock is not quoted
      on such National Market System, the average of the closing bid and
       asked prices on such day in the over-the-counter market as reported
      by NASDAQ or, if bid and asked prices for the Common Stock on each
        such day shall not have been reported through NASDAQ, the average of
      the bid and asked prices for such day as furnished by any New York
      Stock Exchange member firm regularly making a market in the Common
       Stock selected for such purpose by the Board or a committee thereof
     or, if no such quotations are available, the fair market value of
      the Common Stock as determined by a New York Stock Exchange member
        firm regularly making a market in the Common Stock selected for such
     purpose by the Board or a committee thereof.  As used herein, the
    term "Trading Day" with respect to Common Stock means (x) if the
        Common Stock is listed or admitted for trading on the New York Stock
        Exchange or another national securities exchange, a day on which the
      New York Stock Exchange or such other national securities exchange
    is open for business or (y) if the Common Stock is quoted on the
      National Market System of the NASDAQ, a day on which trades may be
       made on such National Market System or (z) otherwise, any day other
       than a Saturday or Sunday or a day on which banking institutions in
the State of New York are authorized or obligated by law or 
executive order to close.                                   

       (f)  No adjustment in the Conversion Price shall be required unless
        such adjustment would require an increase or decrease of at least 1%
   in such price; provided, however, that any adjustments which by
      reason of this subsection (f) are not required to be made shall be
        carried forward and taken into account in any subsequent adjustment;
      and provided further that adjustment shall be required and made in
       accordance with the provisions of this paragraph 3 (other than this
    subparagraph (f)) not later than such time as may be required in
  order to preserve the tax free nature of a distribution to the
     holders of Common Stock.  All calculations under this paragraph 3
  shall be made to the nearest cent or to the nearest 1/100 of a
       share, as the case may be, with one-half cent and 1/200 of a share,
      respectively, being rounded upward.  Anything in this subparagraph
  (iv) to the contrary notwithstanding, the Corporation shall be
entitled to make such reductions in the Conversion Price, in
      addition to those required by this subparagraph (iv), as it in its
      discretion shall determine to be advisable in order that any stock
       dividend, subdivision of shares, distribution of rights or warrants
    to purchase stock or securities, or distribution of other assets
        (other than cash dividends) hereafter made by the Corporation to its
stockholders shall not be taxable.                          

      (g)  Whenever the Conversion Price is adjusted as herein provided,
    the Corporation shall promptly file with any conversion agent an
     officers' certificate, signed by the Chairman, the President, any
        Vice-Chairman or any Executive Vice President, and by the Treasurer,
      an Assistant Treasurer, the Secretary or an Assistant Secretary of
  the Corporation, setting forth the Conversion Price after such
adjustment and setting forth a brief statement of the facts 
    requiring such adjustment, which certificate shall be conclusive
   evidence of the correctness of such adjustment.  Promptly after
        delivery of such certificate, the Corporation shall prepare a notice
of such adjustment of the Conversion Price setting forth the
   adjusted Conversion Price and the date on which such adjustment
      becomes effective and shall mail such notice of such adjustment of
   the Conversion Price to the holder of each share of Convertible
      Preferred Stock at his last address as shown on the stock books of
the Corporation.                                            

     (h)  In any case in which this subparagraph (iv) provides that an
     adjustment shall become effective immediately after a record date
        for an event, the Corporation may defer until the occurrence of such
event (y) issuing to the holder of any share of Convertible 
   Preferred Stock converted after such record date and before the
  occurrence of such event the additional shares of Common Stock
      issuable upon such conversion by reason of the adjustment required
    by such event over and above the Common Stock issuable upon such
        conversion before giving effect to such adjustment and (z) paying to
     such holder any amount in cash in lieu of any fractional share of
    Common Stock pursuant to subparagraph (iii) of this paragraph 3.

(v)  If:                                                    

(a)  the Corporation shall declare a dividend (or any other 
distribution) on the Common Stock (other than in cash out of
retained earnings); or                                      

       (b)  the Corporation shall authorize the granting to the holders of
       Common Stock of rights or warrants to subscribe for or purchase any
        shares of any class of capital stock of the Corporation or any other
rights or warrants; or                                      

    (c)  there shall be any reclassification or change of the Common
     Stock (other than a subdivision or combination of the outstanding
      Common Stock and other than a change in the par value, or from par
     value to no par value, or from no par value to par value), or any
   consolidation, merger, or statutory share exchange to which the
        Corporation is a party and for which approval of any stockholders of
 the Corporation is required or any sale or transfer of all or
      substantially all the assets of the Corporation as an entirety; or

(d)  there shall be a voluntary or involuntary liquidation, 
dissolution or winding up of the Corporation;             

then the Corporation shall cause to be filed with the conversion agent, and     
shall cause to be mailed to the holders of shares of the Convertible Preferred  
Stock at their addresses as shown on the stock transfer records of the          
Corporation, at least 15 days prior to the applicable date hereinafter          
specified, a notice stating (y) the date on which a record is to be taken for   
the purpose of such dividend, distribution or granting of rights or warrants,   
or, if a record is not to be taken, the date as of which the holders of Common  
Stock of record to be entitled to such dividend, distribution or rights or      
warrants are to be determined or (z) the date on which such reclassification,   
change, consolidation, merger, statutory share exchange, sale, transfer,        
liquidation, dissolution or winding up is expected to become effective, and     
the date as of which it is expected that holders of Common Stock of record      
shall be entitled to exchange their shares of Common Stock for securities or    
other property deliverable upon such reclassification, consolidation, merger,   
statutory share exchange, sale, transfer, liquidation, dissolution or winding   
up.  Failure to give such notice or any defect therein shall not affect the     
legality or validity of the proceedings described in  subparagraph (viii) of    
this paragraph 3 or in subparagraph (v)(a), (v)(b), (v)(c) or (v)(d) of this    
paragraph 3.                                                                    

     (vi)  The Corporation covenants that it will at all times reserve
and keep available, free from preemptive rights, out of the aggregate of its    
authorized but unissued shares of Common Stock, for the purpose of effecting    
conversions of the Convertible Preferred Stock, the full number of shares of    
Common Stock deliverable upon the conversion of all outstanding shares of       
Convertible Preferred Stock not theretofore converted.  For purposes of this    
subparagraph (vi), the number of shares of Common Stock which shall be          
deliverable upon the conversion of all outstanding shares of Convertible        
Preferred Stock shall be computed as if at the time of computation all such     
outstanding shares were held by a single holder.                                

Before taking any action which would cause any adjustment reducing the
Conversion Price below the then par value (if any) of the shares of Common      
Stock deliverable upon conversion of the Convertible Preferred Stock, the       
Corporation will take any corporate action which may, in the opinion of its     
counsel, be necessary in order that the Corporation may validly and legally     
issue fully paid and nonassessable shares of Common Stock at such adjusted      
Conversion Price.                                                               

   The Corporation will endeavor to list the shares of Common Stock required
to be delivered upon conversion of the Convertible Preferred Stock prior to     
such delivery upon each national securities exchange, if any, upon which the    
outstanding Common Stock is listed at the time of such delivery.                

Prior to the delivery of any securities which the Corporation shall be
obligated to deliver upon conversion of the Convertible Preferred Stock, the    

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Corporation will endeavor to comply with all Federal and State laws and         
regulations thereunder requiring the registration of such securities with, or   
any approval of or consent to the delivery thereof by, any governmental         
authority.                                                                      

    (vii)  The Corporation will pay any and all documentary stamp or
similar issue or transfer taxes payable in respect of the issue or delivery of  
shares of Common Stock on conversions of the Convertible Preferred Stock        
pursuant hereto; provided, however, that the Corporation shall not be required  
to pay any tax which may be payable in respect of any transfer involved in the  
issue or delivery of shares of  Common Stock in a name other than that of the   
holder of the Convertible Preferred Stock to be converted and no such issue or  
delivery shall be made unless and until                                         
the person requesting such issue or delivery has paid to the Corporation the    
amount of any such tax or has established, to the satisfaction of the           
Corporation, that such tax has been paid.                                       

       (viii)  Notwithstanding any other provision herein to the contrary,
if any of the following events occur, namely (x) any reclassification or        
change of outstanding shares of Common Stock (other than a change in par        
value, or from par value to no par value, or from no par value to par value,    
or as a result of a subdivision of combination of the Common Stock), (y) any    
consolidation, merger or combination of the Corporation with or into another    
corporation as a result of which holders of Common Stock shall be entitled to   
receive stock, securities or other property or assets (including cash) with     
respect to or in exchange for such Common Stock or (z) any sale or conveyance   
of the properties and assets of the Corporation as, or substantially as, an     
entirety to any other entity as a result of which holders of Common Stock       
shall be entitled to receive stock, securities or other property or assets      
(including cash) with respect to or in exchange for such Common Stock, then     
appropriate provision shall be made so that the holder of each share of         
Convertible Preferred Stock then outstanding shall have the right to convert    
such share into the kind and amount of the shares of stock and other            
securities or property or assets (including cash) that would have been          
receivable upon such reclassification, change, consolidation, merger,           
combination, sale or conveyance by a holder of the number of shares of Common   
Stock issuable upon conversion of such share of Convertible Preferred Stock     
immediately prior to such reclassification, change, consolidation, merger,      
combination, sale or conveyance.  The adjustments described in this             
subparagraph (viii) shall be subject to further adjustments as appropriate      
that shall be as nearly equivalent as may be practicable to the relevant        
adjustments provided for in this paragraph 3.  If, in the case of any such      
consolidation, merger, combination, sale or conveyance, the stock or other      
securities and property receivable thereupon by a holder of shares of Common    
Stock includes shares of stock, securities or other property or assets          
(including cash) of an entity other than the successor or acquiring entity, as  
the case may be, in such consolidation, merger, combination, sale or            
conveyance, then the Corporation shall enter into an agreement with such other  
entity for the benefit of the holders of Convertible Preferred Stock that       
shall contain such provisions to protect the interests of such holders as the   
Board shall reasonably consider necessary by reason of the foregoing.           

    (ix)  Upon any conversion or redemption of shares of Convertible
Preferred Stock, the shares of Convertible Preferred Stock so converted or      
redeemed shall have the status of authorized and unissued shares of Preferred   
Stock, and the number of shares of Preferred Stock which the Corporation shall  
have authority to issue shall not be decreased by the conversion or redemption  
of shares of Convertible Preferred Stock.                                       

   4.  Voting Rights.  (i)  Holders of the Convertible Preferred Stock shall
have no voting rights, either general or special, except as expressly required  
by applicable law, the Charter and as specified in this paragraph 4.            

  (ii)  Whenever, at any time or times, dividends payable on the
shares of Convertible Preferred Stock shall be in arrears for six consecutive   
calendar quarters, then at the next annual meeting of stockholders and at any   
annual meeting thereafter and at any meeting called for the election of         
Directors, until all dividends accumulated on the Convertible Preferred Stock   
have been paid or declared and a sum sufficient for payment has been set        
aside, the holders of the Convertible Preferred Stock, either alone or          
together with the holders of one or more other cumulative series of the         
Preferred Stock at the time outstanding which are granted such voting rights,   
voting as a class, shall be entitled, to the exclusion of the holders of one    
or more other series or classes of stock having general voting rights, to vote  
for and elect two additional members of the Board of Directors of the           
Corporation, and the holders of Common Stock together with the holders of any   
series or class or classes of stock of the Corporation having general voting    
rights and not then entitled to elect two members of the Board of Directors     
pursuant to this paragraph 4 to the exclusion of the holders of all series      
then so entitled, shall be entitled to vote and elect the balance of the Board  
of Directors.  In such case the Board of Directors of the Corporation shall,    
as of the date of the annual meeting of stockholders or at any meeting called   
for the election of Directors aforesaid, be increased by two Directors.  The    
rights of the holders of the Convertible Preferred Stock to participate         
(either alone or together with the holders of one or more other cumulative      
series of Preferred Stock at the time outstanding which are granted such        
voting rights) in the exclusive election of two members of the Board of         
Directors of the Corporation pursuant to this paragraph 4 shall continue in     
effect until cumulative  dividends have been paid in full or declared and a     
sum sufficient has been set apart for payment on the Convertible Preferred      
Stock.  At elections for such Directors, each holder of Convertible Preferred   
Stock shall be entitled to one vote for each share of Convertible Preferred     
Stock held of record on the record date established for the meeting.  The       
holders of Convertible Preferred Stock shall have no right to cumulate such     
shares in voting for the election of Directors.  At the annual meeting of       
stockholders next following the termination (by reason of the payment of all    
accumulated and defaulted dividends on such stock or provision for the payment  
thereof by declaration and setting apart thereof) of the exclusive voting       
power pursuant to this paragraph 4 of the holders of Convertible Preferred      
Stock and the holders of all other cumulative series which shall have been      
entitled to vote for and elect such two members of the Board of Directors of    
the Corporation, the terms of office of all persons who may have been elected   
Directors of the Corporation by vote of such holders shall terminate and the    
two vacancies created pursuant to this paragraph 4 to accommodate the           
exclusive right of election conferred hereunder shall thereupon be eliminated   
and the Board of Directors shall be decreased by two Directors.                 

      (iii)  So long as any shares of Convertible Preferred Stock remain
outstanding, the affirmative vote of the holders of at least two-thirds of the  
shares of Convertible Preferred Stock outstanding at the time given in person   
or by proxy, at any special or annual meeting called for the purpose, shall be  
necessary to permit, effect or validate any one or more of the following:       

        (a)  The authorization, creation or issuance, or any increase in the
authorized or issued amount, of any class of series of stock
        (including any class or series of Preferred Stock) ranking prior (as
     that term is defined in paragraph 5) to the Convertible Preferred
Stock, or                                                   

        (b)  The authorization, creation or issuance, or any increase in the
authorized or issued amount, of any class or series of stock
       (including any class or series of Preferred Stock) which ranks on a
   parity with the Convertible Preferred Stock unless the Articles
Supplementary or other provisions of the Charter creating or
      authorizing such class or series shall provide that if in any case
       the stated dividends or amounts payable on liquidation, dissolution
or winding up of the Corporation are not paid in full on the
   Convertible Preferred Stock and all outstanding shares of stock
     ranking on a parity (as that term is defined in paragraph 5) with
        the Convertible Preferred Stock (the Convertible Preferred Stock and
        all such other stock being herein called "Parity Stock"), the shares
 of all Parity Stock shall share ratably (x) in the payment of
      dividends, including accumulations (if any) in accordance with the
       sums which would be payable on all Parity Stock if all dividends in
      respect of all shares of Parity Stock were paid in full and (y) on
       any distribution of assets upon liquidation, dissolution or winding
    up of the Corporation in accordance with the sums which would be
        payable in respect of all shares of Parity Stock if all sums payable
were discharged in full, or                                 

(c)  The amendment, alteration or repeal, whether by merger,
       consolidation or otherwise, of any of the provisions of the Charter
     of the Corporation, including these Articles Supplementary, which
would materially and adversely affect any right, preference,
      privilege or voting power of the Convertible Preferred Stock or of
    the holders thereof; provided, however, that any increase in the
        amount of authorized Preferred Stock or the Corporation's Cumulative
     Floating Rate Series B Preferred Stock, the Series A and Series B
   Dutch Auction Rate Transferable Securities Preferred Stock, the
     Money Market Cumulative Preferred Stock, the Remarketed Preferred
       Stock or the Convertible Preferred Stock or any other capital stock
       of the Corporation, or the creation and issuance of other series of
      Preferred Stock including convertible Preferred Stock or any other
      capital stock of the Corporation, in each case ranking on a parity
     with or junior to the Convertible Preferred Stock with respect to
the payment of dividends and the distribution of assets upon
        liquidation, dissolution or winding up of the Corporation, shall not
be deemed to affect materially and adversely such rights,   
preferences, privileges or voting powers.                   

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     (iv)  So long as any shares of Convertible Preferred Stock remain
outstanding and notwithstanding any provision of the Charter of the             
Corporation requiring a greater percentage, the Corporation shall not, without  
the affirmative vote of the holders of at least a majority of the votes of all  
Parity Stock entitled to vote outstanding at the time, given in person or by    
proxy, by resolution duly adopted at a meeting at which a quorum was present    
and acting and at which the holders of Convertible Preferred Stock (alone or    
together with the holders of one or more other series of Parity Stock at the    
time outstanding and entitled to vote)  vote separately as a class, (a)         
directly or indirectly, sell, transfer or otherwise dispose of, or permit       
Republic National Bank of New York (the "Bank") or any other subsidiary of the  
Corporation, to issue, sell, transfer or otherwise dispose of any shares of     
voting stock of the Bank, or securities convertible into or options, warrants   
or rights to acquire voting stock of the Bank, unless after giving effect to    
any such transaction the Bank remains a Controlled Subsidiary (as hereinafter   
defined) of the Corporation or of a Qualified Successor Company (as             
hereinafter defined); (b) merge or consolidate with, or convey substantially    
all of its assets to any person or corporation unless the entity surviving      
such merger or consolidation or the transferee of such assets is the            
Corporation or a Qualified Successor Company; or (c) permit the Bank to merge,  
consolidate with, or convey substantially all of its assets to any person or    
corporation unless the entity surviving such merger or consolidation or the     
transferee of such assets is a Controlled Subsidiary of the Corporation or of   
a Qualified Successor Company, except in any of the foregoing cases as          
required to comply with applicable law, including, without limitation, any      
court or regulatory order.  The term "Qualified Successor Company" shall mean   
a corporation (or other similar organization or entity whether organized under  
or pursuant to the laws of the United States or any state thereof or of         
another jurisdiction) which (a) is or is required to be a registered bank       
holding company under the United States Bank Holding Company Act of 1956, as    
amended, or any successor legislation, (b) issues to the holders of the         
Convertible Preferred Stock in exchange for the Convertible Preferred Stock     
shares of preferred stock having at least the same relative rights and          
preferences as the Convertible Preferred Stock (the "Exchanged Stock"), (c)     
immediately after such transaction has not outstanding or authorized any class  
of stock or equity securities ranking prior to the Exchanged Stock with         
respect to the payment of dividends or the distribution of assets upon          
liquidation, dissolution or winding up of the Corporation, and (d) holds, as a  
Controlled Subsidiary or Subsidiaries, either the Bank or one or more other     
banking corporations which, collectively, immediately after such transaction    
hold substantially all of the assets and liabilities which the Bank held        
immediately prior to such transaction (which may be in addition to other        
assets and liabilities acquired in such transaction).  "Controlled Subsidiary"  
shall mean any corporation at least 80% of the outstanding shares of voting     
stock of which shall at the time be owned directly or indirectly by the         
Corporation or a Qualified Successor Company.  In connection with the exercise  
of the voting rights contained in this paragraph 4(iv),  holders of all series  
of Parity Stock which are granted such voting rights shall vote as a class,     
and each holder of Convertible Preferred Stock shall have one vote for each     
share of stock held, and each other series shall have such number of votes, if  
any, for each share of stock held as may be granted them.                       

The foregoing voting provisions shall not apply as to any shares of   
Convertible Preferred Stock if, at or prior to the time when the act with       
respect to which such vote would otherwise be required shall be effected, all   
outstanding shares of Convertible Preferred Stock shall have been redeemed or   
sufficient funds shall have been deposited in trust in accordance with          
paragraph 6 to effect such redemption.                                          

  5. Rank.  For the purposes of these Articles Supplementary, any class or
classes of stock of the Corporation shall be deemed to rank:              

       (a)  prior to the Convertible Preferred Stock as to dividends or as
      to distribution of assets upon liquidation, dissolution or winding
        up of the Corporation if the holders of such class 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 the Convertible Preferred
Stock;                                                      

(b)  on a parity with the Convertible Preferred Stock as to 
dividends or as to distribution of assets upon liquidation, 
    dissolution or winding up of the Corporation, whether or not the
        dividend rates, dividend payment dates, or redemption or liquidation
preference per share thereof be different from those of the 
      Convertible Preferred Stock, if the holders of such class of stock
        and the Convertible 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 rates or liquidation preference, without
preference or priority one over the other; and              

       (c)  junior to shares of the Convertible Preferred Stock, either as
  to dividends or as to distribution of assets upon liquidation,
        dissolution or winding up of the Corporation, or both, if such class
        shall be Common Stock or if the holders of the Convertible Preferred
       Stock shall be entitled to the receipt of dividends or of   amounts
    distributable upon liquidation, dissolution or winding up of the
     Corporation, as the case may be, in preference or priority to the
holders of stock of such class or classes.                  

The Convertible Preferred Stock shall rank prior, as to dividends and 
upon liquidation, dissolution or winding up, to the Common Stock and on a       
parity with the Corporation's Cumulative Floating Rate Series B Preferred       
Stock, the Series A and Series B Dutch Auction Rate Transferable Securities     
Preferred Stock, the Money Market Cumulative Preferred Stock and the            
Remarketed Preferred Stock.                                                     

 6.  Optional Redemption.  The shares of the Convertible Preferred Stock
may be redeemed at the option of the Corporation, as a whole, or from time to   
time in part, at any time, upon not less than 30 nor more than 60 days' prior   
notice mailed to the holders of the shares to be redeemed at their addresses    
as shown on the stock books of the Corporation; provided, however, that shares  
of the Convertible Preferred Stock shall not be redeemable prior to May 15,     
1995.  Subject to the foregoing, shares of the Convertible Preferred Stock are  
redeemable at the following redemption prices per share if redeemed during the  
12-month period beginning May 15, in the year indicated:                        

                                                                [Download Table]


Year             Price          Year             Price

                                                      
1995          $52.0250          1998          $51.0125
1996           51.6875          1999           50.6750
1997           51.3500          2000           50.3375


and $50 if redeemed on or after May 15, 2001, in each case together with an     
amount equal to all dividends (whether or not earned or declared) accrued and   
accumulated and unpaid to, but excluding, the date fixed for redemption.        

  If full cumulative dividends on the Convertible Preferred Stock have not
been paid, the Convertible Preferred Stock may not be redeemed in part and the  
Corporation may not purchase or acquire any shares of the Convertible           
Preferred Stock otherwise than pursuant to a purchase or exchange offer made    
on the same terms to all holders of the Convertible Preferred Stock.  If fewer  
than all the outstanding shares of Convertible Preferred Stock are to be        
redeemed, the Corporation will select those to be redeemed by lot or a          
substantially equivalent method.                                                
   If a notice of redemption has been given pursuant to this paragraph 6 and
if, on or before the date fixed for redemption, the funds necessary for such    
redemption shall have been set aside by the Corporation, separate and apart     
from its other funds, in trust for the pro rata benefit of the holders of the   
shares of Convertible Preferred Stock so called for redemption, then,           
notwithstanding that any certificates for such shares have not been             
surrendered for cancellation, on the redemption date dividends shall cease to   
accrue on the shares to be redeemed, and at the close of business on the        
redemption date the holders of such shares shall cease to be stockholders with  
respect to such shares and shall have no interest in or claims against the      
Corporation by virtue thereof and shall have no voting or other rights with     
respect to such shares, except the right to receive the moneys payable upon     
surrender (and endorsement, if required by the Corporation) of their            
certificates, and the shares evidenced thereby shall no longer be outstanding.  
Notwithstanding the foregoing, if notice of redemption has been given pursuant  
to this paragraph 6 and any holder of shares of Convertible Preferred Stock     
shall, prior to the close of business on the redemption date, give written      
notice to the Corporation pursuant to paragraph 3 of the conversion of any or   
all of the shares to be redeemed held by such holder (accompanied by a          
certificate or certificates for such shares, duly endorsed or assigned to the   
Corporation), then the conversion of such shares to be redeemed shall become    
effective as provided in paragraph 3.  Subject to applicable escheat laws, any  
moneys so set aside by the Corporation and unclaimed at the end of ninety days  
from the redemption date shall revert to the general funds of the Corporation,  
after which reversion the holders of such shares so called for redemption       
shall look only to the general funds of the Corporation for the payment of the  
amounts payable upon such redemption.  Any interest accrued on funds so         
deposited shall be paid to the Corporation from time to time.  Any funds which  
have been deposited by the Corporation, or on its behalf, with a paying agent   
or segregated and held in trust by the Corporation                              

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for the redemption of shares converted into Common Stock on or prior to the     
date fixed for such redemption shall (subject to any right of the holder of     
such shares to receive the dividend payable thereon as provided in paragraph    
3) immediately upon such conversion be returned to the Corporation or, if then  
held in trust by the Corporation, shall be discharged from such trust.          

   7.  Liquidation.  (i)  Upon any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the holders of the           
Convertible Preferred Stock shall be entitled, whether from capital or          
surplus, before any assets of the Corporation shall be distributed among or     
paid over to holders of Common Stock or any other class or series of stock of   
the Corporation junior to the Convertible Preferred Stock as to liquidation     
preference, to be paid the amount of $50 per share (the "liquidation            
preference") of the Convertible Preferred Stock, plus an amount equal to all    
accrued and unpaid dividends thereon (whether or not earned or declared) to     
and including the date of final distribution.  The holders of the Convertible   
Preferred Stock will not be entitled to receive the liquidation preference      
until the liquidation preference of any other class of stock of the             
Corporation ranking senior to the Convertible Preferred Stock as to rights      
upon liquidation, dissolution or winding up shall have been paid (or a sum set  
aside therefor sufficient to provide for payment) in full.  After any such      
liquidation preference payment, the holders of the Convertible Preferred Stock  
shall not be entitled to any further participation in any distribution of       
assets of the Corporation.                                                      

        (ii)  If upon any such liquidation, dissolution or winding up of the
Corporation the assets of the Corporation shall be insufficient to make such    
full payments to the holders of the Convertible Preferred Stock and the         
holders of any Preferred Stock ranking as to liquidation, dissolution or        
winding up on a parity with the Convertible Preferred Stock, then such assets   
shall be distributed among the holders of the Convertible Preferred Stock       
ratably in accordance with the respective amounts which would be payable on     
such shares of Convertible Preferred Stock or any other such Preferred Stock    
if all amounts thereon were paid in full.                                       

   (iii)  Neither the sale, lease or exchange (for cash, shares of
stock, securities or other consideration) of all or substantially all of the    
property and assets of the Corporation nor the merger or consolidation of any   
other corporation into or with the Corporation nor a reorganization of the      
Corporation, shall be deemed to be a liquidation, dissolution or winding up of  
the Corporation.                                                                

 8.  Parity Stock.  So long as any shares of Convertible Preferred Stock
shall remain outstanding, in case the stated dividends or amounts payable on    
liquidation, dissolution or winding up of the Corporation are not paid in full  
with respect to all outstanding shares of Parity Stock, all such shares shall   
share ratably (x) in the payment of dividends, including accumulations (if      
any) in accordance with the sums which would be payable in respect of all       
outstanding shares of Parity Stock if all dividends were paid in full and (y)   
in any distribution of assets upon liquidation, dissolution or winding up of    
the Corporation, in accordance with the sums which would be payable in respect  
of all outstanding Parity Stock if all sums payable were discharged in full.    

9.  Certain Definitions.  (i)  The term "outstanding", when used in   
reference to shares of stock, shall mean issued shares, excluding shares        
reacquired by the Corporation.                                                  

(ii)  The amount of dividends "accrued" on any share of     
Convertible Preferred Stock as at any quarterly dividend payment date shall be  
deemed to be the amount of any unpaid dividends accumulated thereon to and      
including the end of the day preceding such quarterly dividend payment date,    
whether or not earned or declared; and the amount of dividends "accrued" on     
any share of Convertible Preferred Stock as at any date other than a quarterly  
dividend payment date shall be calculated as the amount of any unpaid           
dividends accumulated thereon to and including the end of the day preceding     
the last preceding quarterly dividend payment date, whether or not earned or    
declared, plus an amount equivalent to dividends on the liquidation preference  
of such share at the annual dividend rate fixed for such share for the period   
after the end of the day preceding such last preceding quarterly dividend       
payment date to and including the date as of which the calculation is made,     
calculated in accordance with the provisions of paragraph 2.                    

   10.  Exclusion of Other Rights.  Unless otherwise required by law, shares
of the Convertible Preferred Stock shall not have any rights, including         
preemptive rights, or preferences other than those specifically set forth       
herein, in the Charter or as provided by applicable law.                        

   11.  Notice.  All notices or communications unless otherwise specified in
the Bylaws of the Corporation or these Articles Supplementary 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.                 

12.  Interpretation or Adjustment By Board of Directors.  The Board of
Directors of the Corporation may, consistent with Maryland law, interpret or    
adjust the provisions of these Articles Supplementary to resolve any            
inconsistency or ambiguity, remedy any formal defect or make any other change   
or modification which does not adversely affect the rights of beneficial        
owners of the Convertible Preferred Stock and if such inconsistency or          
ambiguity reflects any typographical error, error in transcription or other     
error the Board of Directors may authorize the filing of a Certificate of       
Correction.                                                                     

IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these presents to  
be signed in its name and on its behalf by its President and its corporate      
seal to be hereunto affixed and attested by its Secretary, and the said         
officers of the Corporation further acknowledge said instrument to be the       
corporate act of the Corporation and state under the penalties of perjury that  
to the best of their knowledge, information and belief the matters and facts    
therein set forth with respect to approval are true in all material respects,   
all on May 14, 1991.                                                            

                     REPUBLIC NEW YORK CORPORATION

                By:   /s/ Dov C. Schlein
                     (Vice Chairman)
Attest:                                                                         

/s/ William F. Rosenblum, Jr.                                   
(Secretary)                                 

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REPUBLIC NEW YORK CORPORATION       

ARTICLES OF AMENDMENT         

Republic New York Corporation, a Maryland corporation, having its principal     
office in the City of Baltimore, State of Maryland (hereinafter called the      
"Corporation"), hereby certifies to the State Department of Assessments and     
Taxation of Maryland that:                                                      

FIRST:  The charter of the Corporation is hereby amended by striking out the    
first paragraph of Article FIFTH of the Articles of Incorporation and           
inserting in lieu thereof the following:                                        

"FIFTH:  The total number of shares of all classes of capital stock   
  which the Corporation shall have authority to issue is ONE HUNDRED SIXTY
  FIVE million (165,000,000) shares, of which FIFTEEN million (15,000,000)
  shares shall be shares of Preferred Stock without par value (hereinafter
called "Preferred Stock"), and ONE HUNDRED FIFTY million (150,000,000)
 shares shall be shares of Common Stock of the par value of FIVE DOLLARS
   ($5.00) per share (hereinafter called "Common Stock") having an aggregate
par value of SEVEN HUNDRED FIFTY million dollars ($750,000,000)."     

SECOND:  The Board of Directors of the Corporation, at a meeting held on        
July 17, 1991, duly adopted a resolution in which was set forth the foregoing   
amendment to the charter, declaring that said amendment of the charter as       
proposed was advisable and directing that it be submitted for action thereon    
by the Stockholders of the Corporation at a Special Meeting thereof to be held  
on September 4, 1991.                                                           

THIRD:  Notice, setting forth the said amendment of the charter and stating     
that the purpose of the Special Meeting of the Stockholders, called thereby,    
would be to take action thereon, was duly given pursuant to Section 2-504 of    
the Corporation and Associations Article of the Annotated Code of Maryland to   
all Stockholders entitled to vote thereon.  The amendment of the charter of     
the Corporation as hereinabove set forth was approved by the Stockholders of    
the Corporation at a Special Meeting held on September 4, 1991, by affirmative  
vote of a majority of all the votes entitled to be cast thereon as permitted    
by the charter of the Corporation.                                              

FOURTH:       (a) As of immediately before this amendment, the total shares of  
all classes of stock which the Corporation was  authorized to issue is          
Sixty-Five Million (65,000,000) shares, divided into Fifteen Million            
(15,000,000) shares of Preferred Stock without par value and Fifty Million      
(50,000,000) shares of Common Stock with the par value of Five Dollars ($5.00)  
per share having an aggregate par value of Two Hundred Fifty Million Dollars    
($250,000,000).                                                                 

      (b) As amended, the total number of shares of all classes of stock
which the Corporation has authority to issue is One Hundred Sixty-Five Million  
(165,000,000) shares, divided into Fifteen Million (15,000,000) shares of       
Preferred Stock without par value and One Hundred Fifty Million (150,000,000)   
shares of Common Stock of the par value of Five Dollars ($5.00) per share       
having an aggregate par value of Seven Hundred Fifty Million Dollars            
($750,000,000).                                                                 

        (c) A description of each class of stock of the Corporation with the
preferences, conversion and other rights, voting powers, restrictions,          
limitations as to dividends, qualification and terms and conditions of          
redemption, of each class of the authorized capital stock as increased, is set  
forth in the charter of the Corporation, and such description has not been      
changed by the amendment of the charter of the Corporation herein set forth.    

IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these present to   
be signed in its name and on its behalf by a Senior Vice President and          
witnessed by an Assistant Secretary on September 4, 1991.                       

                                 REPUBLIC NEW YORK CORPORATION

                                       By:   /s/ William F. Rosenblum, Jr.
                                               (Senior Vice President)

Witnessed:                                                                      

/s/ Steven J. Wright                                                  
(Assistant Secretary)                                                 

THE UNDERSIGNED, a Senior Vice President of REPUBLIC NEW YORK CORPORATION, who  
executed on behalf of said Corporation the foregoing Articles of Amendment, of  
which this certificate is made a part, hereby acknowledges, in the name and on  
behalf of said Corporation, the foregoing Articles of Amendment to be the       
corporate                                                                       

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act of said Corporation and further certifies that, to the best of              
his knowledge, information and belief, the matters and facts set forth therein  
with respect to the approval thereof are true in all material respects, under   
the penalties of perjury.                                                       

                                             /s/ William F. Rosenblum, Jr.
                                               (Senior Vice President)

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REPUBLIC NEW YORK CORPORATION       

ARTICLES SUPPLEMENTARY        

REPUBLIC NEW YORK CORPORATION, a Maryland corporation having its principal      
Maryland office in the City of Baltimore, State of Maryland (hereinafter        
called the "Corporation"), hereby certifies to the State Department of          
Assessments and Taxation of Maryland that:                                      

FIRST:  Pursuant to authority expressly vested in the Board of Directors of     
the Corporation by Article FIFTH of the Charter of the Corporation, the Board   
of Directors has authorized the classification of 4,000,000 of the 15,000,000   
shares of Preferred Stock (the "Preferred Stock") which the Corporation now     
has authority to issue into a series designated $1.9375 Cumulative Preferred    
Stock and has provided for the issuance of such series.                         

SECOND:  The number of shares and terms of the $1.9375 Cumulative Preferred     
Stock as set by the Finance Committee of the Board of Directors pursuant to     
authority duly delegated by the Board of Directors are as follows:              

1.  $1.9375 Cumulative Preferred Stock.  4,000,000 shares of Preferred
Stock of the Corporation, without par value, are hereby constituted as the      
original number of shares of a series of Preferred Stock designated as $1.9375  
Cumulative Preferred Stock (hereinafter sometimes called the "Cumulative        
Preferred Stock").  The Cumulative Preferred Stock is issuable in whole shares  
only.  The Cumulative Preferred Stock shall be of a stated value of $25 per     
share (the "Stated Value").  The term "Charter" when used herein shall include  
all articles or certificates filed pursuant to law with respect to any series   
of the Preferred Stock.                                                         

2.  Dividends.  The holders of the Cumulative Preferred Stock shall be
entitled to receive, but only when and as declared by the Board of Directors    
out of funds legally available for the purpose, cash dividends at the rate of   
$1.9375 per share per annum, and no more, payable quarterly on the first day    
of January, April, July and October of each year, with the first such dividend  
being payable July 1, 1992 (each a "dividend payment date").  Such dividends    
shall be payable from, and shall be cumulative from, the date of original       
issue of each share.  Dividends will be payable, in arrears, to holders of      
record as they  appear on the stock transfer records of the Corporation on      
such record dates, not more than 60 days nor less than 10 days preceding the    
payment dates thereof, as shall be fixed by the Board of Directors.  The        
amount of dividends payable per share for each full dividend period shall be    
computed by dividing by four the $1.9375 annual rate.  The amount of dividends  
payable for the initial dividend period or any period shorter than a full       
dividend period shall be calculated on the basis of a 360-day year of twelve    
30-day months.  If in any quarterly dividend period (being the period between   
such dividend payment dates or, in the case of the first such period, from the  
date of original issue to July 1, 1992) dividends at the rate of $1.9375 per    
share per annum shall not have been paid or declared and set apart for payment  
on all outstanding shares of Cumulative Preferred Stock for such quarterly      
dividend period and all preceding quarterly dividend periods from and after     
the first day from which dividends are cumulative, then the aggregate           
deficiency shall be declared and fully paid or set apart for payment, but       
without interest, before (i) any dividends or other distributions (excluding    
dividends paid in shares of, or options, warrants or rights to subscribe for    
or purchase shares of, Common Stock of the Corporation or shares of any other   
capital stock of the Corporation ranking junior to the Cumulative Preferred     
Stock with respect to the payment of dividends and distribution of assets upon  
liquidation, dissolution or winding up of the Corporation) shall be declared    
and paid or set apart for payment on the Common Stock or on any other capital   
stock of the Corporation ranking junior to the Cumulative Preferred Stock with  
respect to the payment of dividends, or (ii) the Corporation shall purchase,    
redeem or otherwise acquire any shares of Preferred Stock or any shares of      
capital stock of the Corporation ranking on a parity with or junior to the      
Cumulative Preferred Stock with respect to the payment of dividends, except by  
conversion into or exchange for capital stock of the Corporation ranking        
junior to the Cumulative Preferred Stock with respect to the payment of         
dividends and distribution of assets upon liquidation, dissolution or winding   
up of the Corporation; provided, however, that any moneys set aside in trust    
as a sinking fund payment for any series of Preferred Stock pursuant to the     
resolutions providing for the issue of shares of such series may thereafter be  
applied to the purchase or redemption of Preferred Stock of such series         
whether or not at the time of such application full cumulative dividends upon   
the outstanding Cumulative Preferred Stock shall have been paid or declared     
and set apart for payment.                                                      

  3.  Voting Rights.  (i)  Holders of the Cumulative Preferred Stock shall
have no voting rights, either general or special, except as expressly required  
by applicable law, the Charter and as specified in this paragraph 3.            

  (ii)  Whenever, at any time or times, dividends payable on the
shares of Cumulative Preferred Stock shall be in arrears for six consecutive    
calendar quarters, then at the next annual meeting of stockholders and at any   
annual meeting thereafter and at any meeting called for the election of         
Directors, until all dividends accumulated on the Cumulative Preferred Stock    
have been paid or declared and a sum sufficient for payment has been set        
aside, the holders of the Cumulative Preferred Stock, either alone or together  
with the holders of one or more other cumulative series of Preferred Stock at   
the time outstanding which are granted such voting rights, voting as a class,   
shall be entitled, to the exclusion of the holders of one or more other series  
or classes of stock having general voting rights, to vote for and elect two     
additional members of the Board of Directors of the Corporation, and the        
holders of Common Stock together with the holders of any series or class or     
classes of stock of the Corporation having general voting rights and not then   
entitled to elect two members of the Board of Directors pursuant to this        
paragraph 3 to the exclusion of the holders of all series then so entitled,     
shall be entitled to vote and elect the balance of the Board of Directors.  In  
such case the Board of Directors of the Corporation shall, as of the date of    
the annual meeting of stockholders or at any meeting called for the election    
of Directors aforesaid, be increased by two Directors.  The rights of the       
holders of the Cumulative Preferred Stock to participate (either alone or       
together with the holders of one or more other cumulative series of Preferred   
Stock at the time outstanding which are granted such voting rights) in the      
exclusive election of two members of the Board of Directors of the Corporation  
pursuant to this paragraph 3 shall continue in effect until cumulative          
dividends have been paid in full or declared and a sum sufficient has been set  
apart for payment on the Cumulative Preferred Stock.  At elections for such     
Directors, each holder of Cumulative Preferred Stock shall be entitled to       
one-half vote for each share of Cumulative Preferred Stock held of record on    
the record date established for the meeting.  The holders of Cumulative         
Preferred Stock shall have no right to cumulate such shares in voting for the   
election of Directors.  At the annual meeting of stockholders next following    
the termination (by reason of the payment of all accumulated and defaulted      
dividends on such stock or provision for the payment thereof by declaration     
and setting apart thereof) of the exclusive voting power pursuant to this       
paragraph 3 of the holders of Cumulative Preferred Stock and the holders of     
all other cumulative series which shall have been entitled to vote for and      
elect such two members of the Board of Directors of the Corporation, the terms  
of office of all persons who may have been elected Directors of the             
Corporation by vote of such holders shall terminate and the two vacancies       
created pursuant to this paragraph 3 to accommodate the exclusive right of      
election conferred hereunder shall thereupon be eliminated and the Board of     
Directors shall be decreased by two Directors.                                  

     (iii)  So long as any shares of Cumulative Preferred Stock remain
outstanding, the affirmative vote of the holders of at least two-thirds of the  
shares of Cumulative Preferred Stock outstanding at the time given in person    
or by proxy, at any special or annual meeting called for the purpose, shall be  
necessary to permit, effect or validate any one or more of the following:       

    (a)  The authorization, creation or issuance, or any increase in
    the authorized or issued amount, of any class or series of stock
        (including any class or series of Preferred Stock) ranking prior (as
      set forth in paragraph 4(a)) to the Cumulative Preferred Stock, or

        (b)  The authorization, creation or issuance, or any increase in the
authorized or issued amount, of any class or series of stock
       (including any class or series of Preferred Stock) which ranks on a
parity (as set forth in paragraph 4(b)) with the Cumulative 
Preferred Stock unless the Articles Supplementary or other  
   provisions of the Charter creating or authorizing such class or
    series shall provide that if in any case the stated dividends or
    amounts payable on liquidation, dissolution or winding up of the
      Corporation are not paid in full on the Cumulative Preferred Stock
    and all outstanding shares of stock ranking on a parity with the
      Cumulative Preferred Stock (the Cumulative Preferred Stock and all
       such other stock being herein called "Parity Stock"), the shares of
         all Parity Stock shall share ratably (x) in the payment of dividends,
     including accumulations (if any)in accordance with the sums which
    would be payable on all Parity Stock if all dividends in respect
  of all shares of Parity Stock were paid in full and (y) on any
distribution                                                
of assets upon liquidation, dissolution or winding up of the

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     Corporation in accordance with the sums which would be payable in
  respect of all shares of Parity Stock if all sums payable were
discharged in full, or                                      

(c)  The amendment, alteration or repeal, whether by merger,
          consolidation or otherwise, of any of the provisions of the Charter of
        the Corporation, including these Articles Supplementary, which would
       materially and adversely affect any right, preference, privilege or
    voting power of the Cumulative Preferred Stock or of the holders
  thereof; provided, however, that any increase in the amount of
       authorized Preferred Stock or the Corporation's Cumulative Floating
          Rate Series B Preferred Stock, the Series A and Series B Dutch Auction
  Rate Transferable Securities Preferred Stock, the Money Market
          Cumulative Preferred Stock, the Remarketed Preferred Stock, the $3.375
      Cumulative Convertible Preferred Stock or the Cumulative Preferred
        Stock or any other capital stock of the Corporation, or the creation
         and issuance of other series of Preferred Stock including convertible
     Preferred Stock or any other capital stock of the Corporation, in
  each case ranking on a parity with or junior to the Cumulative
    Preferred Stock with respect to the payment of dividends and the
         distribution of assets upon liquidation, dissolution or winding up of
 the Corporation, shall not be deemed to affect materially and
    adversely such rights, preferences, privileges or voting powers.

    (iv)  So long as any shares of Cumulative Preferred Stock remain
outstanding and not withstanding any provision of the Charter of the            
Corporation requiring a greater percentage, the Corporation shall not, without  
the affirmative vote of the holders of at least a majority of the votes of all  
Parity Stock entitled to vote outstanding at the time, given in person or by    
proxy, by resolution duly adopted at a meeting at which a quorum was present    
and acting and at which the holders of Cumulative Preferred Stock (alone or     
together with the holders of one or more other series of Parity Stock at the    
time outstanding and entitled to vote) vote separately as a class, (a)          
directly or indirectly, sell, transfer or otherwise dispose of, or permit       
Republic National Bank of New York (the "Bank") or any other subsidiary of the  
Corporation, to issue, sell, transfer or otherwise dispose of any shares of     
voting stock of the Bank, or securities convertible into or options, warrants   
or rights to acquire voting stock of the Bank, unless after giving effect to    
any such transaction the Bank remains a Controlled Subsidiary (as hereinafter   
defined) of the Corporation or of a Qualified Successor Company (as             
hereinafter defined); (b) merge or consolidate with, or convey substantially    
all of its assets to any person or corporation unless the entity surviving      
such merger or consolidation or the transferee of such assets is the            
Corporation or a Qualified Successor Company; or (c)  permit the Bank to        
merge, consolidate with, or convey substantially all of its assets to any       
person or corporation unless the entity surviving such merger or consolidation  
or the transferee of such assets is a Controlled Subsidiary of the Corporation  
or of a Qualified Successor Company, except in any of the foregoing cases as    
required to comply with applicable law, including, without limitation, any      
court or regulatory order.  The term "Qualified Successor Company" shall mean   
a corporation (or other similar organization or entity whether organized under  
or pursuant to the laws of the United States or any state thereof or of         
another jurisdiction) which (a) is or is required to be a registered bank       
holding company under the United States Bank Holding Company Act of 1956, as    
amended, or any successor legislation, (b) issues to the holders of the         
Cumulative Preferred Stock in exchange for the Cumulative Preferred Stock       
shares of preferred stock having at least the same relative rights and          
preferences as the Cumulative Preferred Stock (the "Exchanged Stock"), (c)      
immediately after such transaction has not outstanding or authorized any class  
of stock or equity securities ranking prior to the Exchanged Stock with         
respect to the payment of dividends or the distribution of assets upon          
liquidation, dissolution or winding up of the Corporation, and (d) holds, as a  
Controlled Subsidiary or Subsidiaries, either the Bank or one or more other     
banking corporations which, collectively, immediately after such transaction    
hold substantially all of the assets and liabilities which the Bank held        
immediately prior to such transaction (which may be in addition to other        
assets and liabilities acquired in such transaction).  "Controlled Subsidiary"  
shall mean any corporation at least 80% of the outstanding shares of voting     
stock of which shall at the time be owned directly or indirectly by the         
Corporation or a Qualified Successor Company.  In connection with the exercise  
of the voting rights contained in this paragraph 4(iv), holders of all series   
of Parity Stock which are granted such voting rights shall vote as a class,     
and each holder of Cumulative Preferred Stock shall have one-half vote for      
each share of stock held, and each other series shall have such number of       
votes, if any, for each share of stock held as may be granted them.             

The foregoing voting provisions shall not apply as to any shares of   
Cumulative Preferred Stock if, at or prior to the time when the act with        
respect to which such vote would otherwise be required shall be effected, all   
outstanding shares of Cumulative Preferred Stock shall have been redeemed or    
sufficient funds shall have been deposited in trust in accordance with          
paragraph 5 to effect such redemption.                                          

   4.  Rank.  For the purposes of these Articles Supplementary, any class or
classes of stock of the Corporation shall be deemed to rank:                    

      (a)  prior to the Cumulative Preferred Stock as to dividends or as
      to distribution of assets upon liquidation, dissolution or winding
        up of the Corporation if the holders of such class 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 the Cumulative Preferred
Stock;                                                      

        (b)  on a parity with the Cumulative Preferred Stock as to dividends
    or as to distribution of assets upon liquidation, dissolution or
     winding up of the Corporation, whether or not the dividend rates,
       dividend payment dates, or redemption or liquidation preference per
     share thereof be different from those of the Cumulative Preferred
   Stock, if the holders of such class of stock and the Cumulative
       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 rates
      or liquidation preference, without preference or priority one over
the other; and                                              

      (c)  junior to shares of the Cumulative Preferred Stock, either as
  to dividends or as to distribution of assets upon liquidation,
  dissolution or winding up of the Corporation, or both, if such
   class shall be Common Stock or if the holders of the Cumulative
    Preferred Stock shall be entitled to the receipt of dividends or
     of amounts distributable upon liquidation, dissolution or winding
        up of the Corporation, as the case may be, in preference or priority
to the holders of stock of such class or classes.           

   The Cumulative Preferred Stock shall rank prior, as to dividends and upon
liquidation, dissolution or winding up, to the Common Stock and on a parity     
with the Corporation's Cumulative Floating Rate Series B Preferred Stock, the   
Series A and Series B Dutch Auction Rate Transferable Securities Preferred      
Stock, the Money Market Cumulative Preferred Stock, the Remarketed Preferred    
Stock and the $3.375 Cumulative Convertible Preferred Stock.                    

5.  Optional Redemption.  The shares of the Cumulative Preferred Stock
may be redeemed at the option of the Corporation, as a whole, or from time to   
time in part, at  any time, upon not less than 30 nor more than 60 days' prior  
notice mailed to the holders of the shares to be redeemed at their addresses    
as shown on the stock books of the Corporation; provided, however, that shares  
of the Cumulative Preferred Stock shall not be redeemable prior to February     
27, 1997.  Subject to the foregoing, shares of the Cumulative Preferred Stock   
are redeemable at the following redemption price of $25 if redeemed on or       
after February 27, 1997, together with an amount equal to all dividends         
(whether or not earned or declared) accrued and accumulated and unpaid to, but  
excluding, the date fixed for redemption.                                       

 If full cumulative dividends on the Cumulative Preferred Stock have not
been paid, the Cumulative Preferred Stock may not be redeemed in part and the   
Corporation may not purchase or acquire any shares of the Cumulative Preferred  
Stock otherwise than pursuant to a purchase or exchange offer made on the same  
terms to all holders of the Cumulative Preferred Stock.  If fewer than all the  
outstanding shares of Cumulative Preferred Stock are to be redeemed, the        
Corporation will select those to be redeemed by lot or a substantially          
equivalent method.                                                              

   If a notice of redemption has been given pursuant to this paragraph 5 and
if, on or before the date fixed for redemption, the funds necessary for such    
redemption shall have been set aside by the Corporation, separate and apart     
from its other funds, in trust for the pro-rata benefit of the holders of the   
shares of Cumulative Preferred Stock so called for redemption, then,            
notwithstanding that any certificates for such shares have not been             
surrendered for cancellation, on the redemption date dividends shall cease to   
accrue on the shares to be redeemed, and at the close of business on the        
redemption date the holders of such shares shall cease to be stockholders with  
respect to such shares and shall have no interest in or claims against the      
Corporation by virtue thereof and shall have no voting or other rights with     
respect to such shares, except the right to receive the moneys payable upon     
surrender (and endorsement, if required by the Corporation) of their            
certificates, and the shares evidenced thereby shall no longer be outstanding.  

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Subject to applicable escheat laws, any moneys so set aside by the Corporation  
and unclaimed at the end of ninety days from the redemption date shall revert   
to the general funds of the Corporation, after which reversion the holders of   
such shares so called for redemption shall look only to the general funds of    
the Corporation for the payment of the amounts payable upon such redemption.    
Any interest accrued on funds so deposited shall be paid to the Corporation     
from time to time.                                                              

   6.  Liquidation.  (i)  Upon any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the holders of the           
Cumulative Preferred Stock shall be entitled, whether from capital or surplus,  
before any assets of the Corporation shall be distributed among or paid over    
to holders of Common Stock or any other class or series of stock of the         
Corporation junior to the Cumulative Preferred Stock as to liquidation          
preference, to be paid the amount of $25 per share (the "liquidation            
preference") of the Cumulative Preferred Stock, plus an amount equal to all     
accrued and unpaid dividends thereon (whether or not earned or declared) to     
and including the date of final distribution.  The holders of the Cumulative    
Preferred Stock will not be entitled to receive the liquidation preference      
until the liquidation preference of any other class of stock of the             
Corporation ranking senior to the Cumulative Preferred Stock as to rights upon  
liquidation, dissolution or winding up shall have been paid (or a sum set       
aside therefor sufficient to provide for payment) in full.  After any such      
liquidation preference payment, the holders of the Cumulative Preferred Stock   
shall not be entitled to any further participation in any distribution of       
assets of the Corporation.                                                      

        (ii)  If upon any such liquidation, dissolution or winding up of the
Corporation the assets of the Corporation shall be insufficient to make such    
full payments to the holders of the Cumulative Preferred Stock and the holders  
of any Preferred Stock ranking as to liquidation, dissolution or winding up on  
a parity with the Cumulative Preferred Stock, then such assets shall be         
distributed among the holders of the Cumulative Preferred Stock ratably in      
accordance with the respective amounts which would be payable on such shares    
of Cumulative Preferred Stock or any other such Preferred Stock if all amounts  
thereon were paid in full.                                                      

   (iii)  Neither the sale, lease or exchange (for cash, shares of
stock, securities or other consideration) of all or substantially all of the    
property and assets of the Corporation nor the merger or consolidation of any   
other corporation into or with theCorporation nor a reorganization of the       
Corporation, shall be deemed to be a liquidation, dissolution or winding up of  
the Corporation.                                                                

7.  Parity Stock.  So long as any shares of Cumulative Preferred Stock
shall remain outstanding, in case the stated dividends or amounts payable on    
liquidation, dissolution or winding up of the Corporation are not paid in       
full with respect to all outstanding shares of Parity Stock, all such shares    
shall share ratably (x) in the payment of dividends, including accumulations    
(if any) in accordance with the sums which would be payable in respect of all   
outstanding shares of Parity Stock if all dividends were paid in full and (y)   
in any distribution of assets upon liquidation, dissolution or winding up of    
the Corporation, in accordance with the sums which would be payable in respect  
of all outstanding Parity Stock if all sums payable were discharged in full.    

8.  Certain Definitions.  (i)  The term "outstanding", when used in   
reference to shares of stock, shall mean issued shares, excluding shares        
reacquired by the Corporation.                                                  

      (ii)  The amount of dividends "accrued" on any share of Cumulative
Preferred Stock as at any quarterly dividend payment date shall be deemed to    
be the amount of any unpaid dividends accumulated thereon to and including the  
end of the day preceding such quarterly dividend payment date, whether or not   
earned or declared; and the amount of dividends "accrued" on any share of       
Cumulative Preferred Stock as at any date other than a quarterly dividend       
payment date shall be calculated as the amount of any unpaid dividends          
accumulated thereon to and including the end of the day preceding the last      
preceding quarterly dividend payment date, whether or not earned or declared,   
plus an amount equivalent to dividends on the liquidation preference of such    
share at the annual dividend rate fixed for such share for the period after     
the end of the day preceding such last preceding quarterly dividend payment     
date to and including the date as of which the calculation is made, calculated  
in accordance with the provisions of paragraph 2.                               

  9.  Exclusion of Other Rights.  Unless otherwise required by law, shares
of the Cumulative Preferred Stock shall not have any rights, including          
preemptive rights, or preferences other than those specifically set forth       
herein, in the Charter or as provided by applicable law.                        

   10.  Notice.  All notices or communications unless otherwise specified in
the Bylaws of the Corporation or these Articles Supplementary 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.                 

11.  Interpretation or Adjustment By Board of Directors.  The Board of
Directors of the Corporation may, consistent with Maryland law, interpret or    
adjust the provisions of these Articles Supplementary to resolve any            
inconsistency or ambiguity, remedy any formal defect or make any other change   
or modification which does not adversely affect the rights of beneficial        
owners of the Cumulative Preferred Stock and if such inconsistency or           
ambiguity reflects any typographical error, error in transcription or other     
error the Board of Directors may authorize the filing of a Certificate of       
Correction.                                                                     

IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these presents to  
be signed in its name and on its behalf by its President and its corporate      
seal to be hereunto affixed and attested by its Secretary, and the said         
officers of the Corporation further acknowledge said instrument to be the       
corporate act of the Corporation and state under the penalties of perjury that  
to the best of their knowledge, information and belief the matters and facts    
therein set forth with respect to approval are true in all material respects,   
all on February 24, 1992.                                                       

                                 REPUBLIC NEW YORK CORPORATION

                             By:   /s/ Jeffrey C. Keil
                                   (President)

Attest:                                                                       

/s/ William F. Rosenblum, Jr                                
( Secretary)                    

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    REPUBLIC NEW  YORK CORPORATION

   ARTICLES OF AMENDMENT

Republic New York Corporation, a Maryland corporation, having its principal     
office in the City of Baltimore, State of Maryland (hereinafter called the      
"Corporation"), hereby certifies to the State Department of Assessments and     
Taxation of Maryland that:                                                      

FIRST:  The charter of the Corporation is hereby amended by striking out the    
first paragraph of Article FIFTH of the Articles of Incorporation and           
inserting in lieu thereof the following:                                        

   "FIFTH:  The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue is ONE HUNDRED SEVENTY  
   million (170,000,000) shares, of which TWENTY million (20,000,000) shares
  shall be shares of Preferred Stock without par value (hereinafter called
"Preferred Stock"), and ONE HUNDRED FIFTY million (150,000,000) shares
  shall be shares of Common Stock of the par value of FIVE DOLLARS ($5.00)
per share (hereinafter called "Common Stock") having an aggregate par 
value of SEVEN HUNDRED FIFTY million dollars ($750,000,000)."         

SECOND:  The Board of Directors of the Corporation, at a meeting held on        
January 20, 1993, duly adopted a resolution in which was set forth the          
foregoing amendment to the charter, declaring that said amendment of the        
charter as proposed was advisable and directing that it be submitted for        
action thereon by the Stockholders of the Corporation at the Annual Meeting     
thereof to be held on April 21, 1993.                                           

THIRD:  Notice, setting forth the said amendment of the charter and stating     
that one of the purposes of the Annual Meeting of the Stockholders, called      
thereby, would be to take action thereon, was duly given pursuant to Section    
2-504 of the Corporations and Associations Article of the Annotated Code of     
Maryland to all Stockholders entitled to vote thereon.  The amendment of the    
charter of the Corporation as hereinabove set forth was approved by the         
Stockholders of the Corporation at the Annual Meeting held on April 21, 1993,   
by the affirmative vote of a majority of all the votes entitled to be cast      
thereon as permitted by the charter of the Corporation.                         

FOURTH:       (a)  As of immediately before this amendment, the total shares    
of all classes of stock which the Corporation was authorized to issue is One    
Hundred Sixty-Five Million (165,000,000) shares, divided into Fifteen Million   
(15,000,000) shares of Preferred Stock without par value and One Hundred Fifty  
Million (150,000,000) shares of Common Stock with the par value of Five         
Dollars ($5.00) per share having an aggregate par value of Seven Hundred Fifty  
Million Dollars ($750,000,000).                                                 

 (b)  As amended, the total number of shares of all classes of stock
which the Corporation has authority to issue is One Hundred Seventy Million     
(170,000,000) shares, divided into Twenty Million (20,000,000) shares of        
Preferred Stock without par value and One Hundred Fifty Million (150,000,000)   
shares of Common Stock of the par value of Five Dollars ($5.00) per share       
having an aggregate par value of Seven Hundred Fifty Million Dollars            
($750,000,000).                                                                 

   (c)  A description of each class of stock of the Corporation with the
preferences, conversion and other rights, voting powers, restrictions,          
limitations as to dividends, qualification and terms and conditions of          
redemption, of each class of the authorized capital stock as increased, is set  
forth in the charter of the Corporation, and such description has not been      
changed by the amendment of the charter of the Corporation herein set forth.    

IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these presents to  
be signed in its name and on its behalf by a Senior Vice President and          
witnessed by a Deputy Corporate Secretary on April 21, 1993.                    

                                 REPUBLIC NEW YORK CORPORATION

                                      By:  /s/ William F. Rosenblum, Jr.
                                             (Senior Vice President)

Witnessed:                                                                      

/s/ Patricia J. Howard                                                
(Deputy Corporate Secretary)                                  

THE UNDERSIGNED, a Senior Vice President of REPUBLIC NEW YORK CORPORATION, who  
executed on behalf of said Corporation the foregoing Articles of Amendment, of  
which this certificate is made a part, hereby acknowledges, in the name and on  
behalf of said Corporation, the foregoing Articles of Amendment to be the       
corporate                                                                       

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act of said Corporation and further certifies that, to the best of              
his knowledge, information and belief, the matters and facts set forth therein  
with respect to the approval thereof are true in all material respects, under   
the penalties of perjury.                                                       

                                           /s/ William F. Rosenblum, Jr.
                                             (Senior Vice President)

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REPUBLIC NEW YORK CORPORATION   

ARTICLES SUPPLEMENTARY    

REPUBLIC NEW YORK CORPORATION, a Maryland corporation having its principal      
Maryland office in the City of Baltimore, State of Maryland (hereinafter        
called the "Corporation"), hereby certifies to the State Department of          
Assessments and Taxation of Maryland that:                                      

FIRST:  Pursuant to authority expressly vested in the Board of Directors of     
the Corporation by Article FIFTH of the Charter of the Corporation, the Board   
of Directors has authorized the classification of 1,500,000 of the 11,869,000   
shares of Preferred Stock (the "Preferred Stock") which the Corporation now     
has authority to issue into a series designated the Adjustable Rate Cumulative  
Preferred Stock, Series D, and has provided for the issuance of such series.    

SECOND:  The number of shares and terms of the Adjustable Rate Cumulative       
Preferred Stock, Series D, as set by the Finance Committee of the Board of      
Directors pursuant to authority duly delegated by the Board of Directors are    
as follows:                                                                     

1.  Adjustable Rate Cumulative Preferred Stock, Series D.  1,500,000  
shares of Preferred Stock of the Corporation, without par value, are hereby     
constituted as the original number of shares of a series of Preferred Stock     
designated as Adjustable Rate Cumulative Preferred Stock, Series D (the         
"Adjustable Rate Cumulative Preferred Stock, Series D").  The Adjustable Rate   
Cumulative Preferred Stock, Series D, is issuable in whole or fractional        
shares.  The Adjustable Rate Cumulative Preferred Stock, Series D, shall be of  
a stated value of $100 per share (the "Stated Value").  The term "Charter"      
when used herein shall include all Articles of Incorporation and all            
amendments and supplements thereto.                                             

 2.  Dividends.  The holders of the Adjustable Rate Cumulative Preferred
Stock, Series D, will be entitled to receive, but only when and as declared by  
the Board of Directors out of funds legally available for the purpose,          
cumulative cash dividends.  The initial dividend for the dividend period        
commencing May 23, 1994, to June 30, 1994 (the "Initial Period"), will be       
payable at the Initial Period Rate (as defined below), and will be payable on   
July 1, 1994.  Thereafter, dividends on the Adjustable Rate Cumulative          
Preferred Stock, Series D, will be payable quarterly, as, if and when declared  
by the Board of Directors of the Corporation on January 1, April 1, July 1 and  
October 1 of each year at the Applicable Rate (as defined herein) from time to  
time in effect.  The Applicable Rate for any dividend period will be equal to   
81% of the highest of the Treasury Bill Rate, the Ten Year Constant Maturity    
Rate and the Thirty Year Constant Maturity Rate (each as defined herein), as    
determined in advance of such dividend period.  The Applicable Rate for any     
dividend period will not be less than 4.5% per annum nor greater than 10.5%     
per annum.                                                                      

The amount of dividends payable for the Initial Period or any period  
shorter than a full dividend period shall be calculated on the basis of a       
360-day year consisting of twelve 30-day months and the actual number of days   
elapsed in the dividend period for which dividends are payable, and by          
multiplying the Applicable Rate by $100.  If in any quarterly dividend period   
(being the period between such dividend payment dates or, in the case of the    
Initial Period, from the date of original issuance to and including June 30,    
1994) dividends at the Applicable Rate per share per annum shall not have been  
paid or declared and set apart for payment on all outstanding shares of         
Adjustable Rate Cumulative Preferred Stock, Series D, for such quarterly        
dividend period and all preceding quarterly dividend periods from and after     
the first day from which dividends are cumulative, then the aggregate           
deficiency shall be declared and fully paid or set apart for payment, but       
without interest, before (i) any dividends or other distributions (excluding    
dividends paid in shares of, or options, warrants or rights to subscribe for    
or purchase shares of, Common Stock of the Corporation or shares of any other   
capital stock of the Corporation ranking junior to the Adjustable Rate          
Cumulative Preferred Stock, Series D, with respect to the payment of dividends  
and distribution of assets upon liquidation, dissolution or winding up of the   
Corporation) shall be declared and paid or set apart for payment on the Common  
Stock or on any other capital stock of the Corporation ranking junior to the    
Adjustable Rate Cumulative Preferred Stock, Series D, with respect to the       
payment of dividends, or (ii) the Corporation shall purchase, redeem or         
otherwise acquire any shares of Preferred Stock or any shares of capital stock  
of the Corporation ranking on a parity with or junior to the Adjustable Rate    
Cumulative Preferred Stock, Series D, with respect to the payment of            
dividends, except by conversion into or exchange for capital stock of the       
Corporation ranking junior to the Adjustable Rate Cumulative Preferred Stock,   
Series D, with respect to the payment of dividends and distribution of assets   
upon liquidation, dissolution or winding up of the Corporation; provided,       
however, that any moneys set aside in trust as a sinking fund payment for any   
series of Preferred Stock pursuant to the resolutions providing for the issue   
of shares of such series may thereafter be applied to the purchase or           
redemption of Preferred Stock of such series whether or not at the time of      
such application full cumulative dividends upon the outstanding Adjustable      
Rate Cumulative Preferred Stock, Series D, shall have been paid or declared     
and set apart for payment.  If a dividend payment date is not a business day,   
dividends (if declared) on the Adjustable Rate Cumulative Preferred Stock,      
Series D, will be paid on the immediately succeeding business day, without      
interest.  Each such dividend will be payable to holders of record as they      
appear on the stock books of the Corporation on such record dates, not more     
than 30 nor less than 15 days preceding the payment dates thereof, as shall be  
fixed by the Board of Directors thereof.                                        

  3.  Adjustable Rate Dividends.  The Initial Period Rate will be equal to
6.05% per annum, equivalent to $0.64 per share of Adjustable Rate Cumulative    
Preferred Stock, Series D.  Except as provided below in this paragraph, the     
"Applicable Rate" for any dividend period (other than the Initial Period) will  
be equal to 81% of the Effective Rate (as defined below), but not less than     
4.5% per annum, nor more than 10.5% per annum.  The "Effective Rate" for any    
dividend period will be equal to the highest of the Treasury Bill Rate, the     
Ten Year Constant Maturity Rate and the Thirty Year Constant Maturity Rate      
(each as defined below), as determined in advance of such dividend period.  In  
the event that the Corporation determines in good faith that for any reason:    

(i)  any one of the Treasury Bill Rate, the Ten Year Constant Maturity
Rate and the Thirty Year Constant Maturity Rate cannot be determined for any    
dividend period, then the Effective Rate for such dividend period shall be      
equal to the higher of whichever two such rates can be so determined;           

    (ii)  only one of the Treasury Bill Rate, the Ten Year Constant Maturity
Rate and the Thirty Year Constant Maturity Rate can be determined for any       
dividend period, then the Effective Rate for such dividend period shall be      
equal to whichever such rate can be so determined; or                           

(iii)  none of the Treasury Bill Rate, the Ten Year Constant Maturity 
Rate and the Thirty Year Constant Maturity Rate can be determined for any       
dividend period, then the Effective Rate for the preceding dividend period      
shall be continued for such dividend period.                                    

 Except as described below in this paragraph, the "Treasury Bill Rate"
for each dividend period will be the arithmetic average of the two most recent  
weekly per annum market discount rates (or the one weekly per annum market      
discount rate, if only one such rate is published during the relevant Calendar  
Period (as defined below)) for three-month U.S. Treasury bills, as published    
weekly by the Federal Reserve Board (as defined below) during the Calendar      
Period immediately preceding the last ten calendar days preceding the dividend  
period for which the dividend rate on the Adjustable Rate Cumulative Preferred  
Stock, Series D, is being determined.  In the event that the Federal Reserve    
Board does not publish such a weekly per annum market discount rate during any  
such Calendar Period, then the Treasury Bill Rate for such dividend period      
will be the arithmetic average of the two most recent weekly per annum market   
discount rates (or the one weekly per annum market discount rate, if only one   
such rate is published during the relevant Calendar Period) for three-month     
U.S. Treasury bills, as published weekly during such Calendar Period by any     
Federal Reserve Bank or by any U.S. Government department or agency selected    
by the Corporation.  In the event that a per annum market discount rate for     
three-month U.S. Treasury bills is not published by the Federal Reserve Board   
or by any Federal Reserve Bank or by any U.S. Government department or agency   
during such Calendar Period, then the Treasury Bill Rate for such dividend      
period will be the arithmetic average of the two most recent weekly per annum   
market discount rates (or the one weekly per annum market discount rate, if     
only one such rate is published during the relevant Calendar Period) for all    
of the U.S. Treasury bills then having remaining maturities of not less than    
80 nor more than 100 days, as published during such Calendar Period by the      
Federal Reserve Board                                                           

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or, if the Federal Reserve Board does not publish such                          
rates, by any Federal Reserve Bank or by any U.S. Government department or      
agency selected by the Corporation.  In the event that the Corporation          
determines in good faith that for any reason no such U.S. Treasury bill rates   
are published as provided above during such Calendar Period, then the Treasury  
Bill Rate for such dividend period will be the arithmetic average of the per    
annum market discount rates based upon the closing bids during such Calendar    
Period for each of the issues of marketable non-interest-bearing U.S. Treasury  
securities with a remaining maturity of not less than 80 nor more than 100      
days from the date of each such quotation, as chosen and quoted daily for each  
business day in New York City (or less frequently if daily quotations are not   
generally available) to the Corporation by at least three recognized dealers    
in U.S. Government securities selected by the Corporation.  In the event that   
the Corporation determines in good faith that for any reason the Corporation    
cannot determine the Treasury Bill Rate for any dividend period as provided     
above in this paragraph, the Treasury Bill Rate for such dividend period will   
be the arithmetic average of the per annum market discount rates based upon     
the closing bids during such Calendar Period for each of the issues of          
marketable interest-bearing U.S. Treasury securities with a remaining maturity  
of not less than 80 nor more than 100 days, as chosen and quoted daily for      
each business day in New York City (or less frequently if daily quotations are  
not generally available) to the Corporation by at least three recognized        
dealers in U.S. Government securities selected by the Corporation.              

Except as described below in this paragraph, the "Ten Year Constant   
Maturity Rate" for each dividend period will be the arithmetic average of the   
two most recent weekly per annum Ten Year Average Yields (as defined below)     
(or the one weekly per annum Ten Year Average Yield, if only one such yield is  
published during the relevant Calendar Period), as published weekly by the      
Federal Reserve Board during the Calendar Period immediately preceding the      
last ten calendar days preceding the dividend period for which the dividend     
rate on the Adjustable Rate Cumulative Preferred Stock, Series D, is being      
determined.  In the event that the Federal Reserve Board does not publish such  
a weekly per annum Ten Year Average Yield during such Calendar Period, then     
the Ten Year Constant Maturity Rate for such dividend period will be the        
arithmetic average of the two most recent weekly per annum Ten Year Average     
Yields (or the one weekly per annum Ten Year Average Yield, if only one such    
yield is published during the relevant Calendar Period), as published weekly    
during such Calendar Period by any Federal Reserve Bank or by any U.S.          
Government department or agency selected by the Corporation.  In the event      
that a per annum Ten Year Average Yield is not published by the Federal         
Reserve Board or by any Federal Reserve Bank or by any U.S. Government          
department or agency during such Calendar Period, then the Ten Year Constant    
Maturity Rate for such dividend period will be the arithmetic average of the    
two most recent weekly per annum average yields to maturity (or the one weekly  
per annum average yield to maturity, if only one such yield is published        
during the relevant Calendar Period) for all of the actively traded             
marketable U.S. Treasury fixed interest rate securities (other than Special     
Securities (as defined below)) then having remaining maturities of not less     
than eight nor more than 12 years, as published during such Calendar Period by  
the Federal Reserve Board or, if the Federal Reserve Board does not publish     
such yields, by any Federal Reserve Bank or by any U.S. Government department   
or agency selected by the Corporation.  In the event that the Corporation       
determines in good faith that for any reason the Corporation cannot determine   
the Ten Year Constant Maturity Rate for any dividend period as provided above   
in this paragraph, then the Ten Year Constant Maturity Rate for such dividend   
period will be the arithmetic average of the per annum average yields to        
maturity based upon the closing bids during such Calendar Period for each of    
the issues of actively traded marketable U.S. Treasury fixed interest rate      
securities (other than Special Securities) with a final maturity date not less  
than eight nor more than 12 years from the date of each such quotation, as      
chosen and quoted daily for each business day in New York City (or less         
frequently if daily quotations are not generally available) to the Corporation  
by at least three recognized dealers in U.S. Government securities selected by  
the Corporation.                                                                

Except as described below in this paragraph, the "Thirty Year Constant
Maturity Rate" for each dividend period will be the arithmetic average of the   
two most recent weekly per annum Thirty Year Average Yields (as defined below)  
(or the one weekly per annum Thirty Year Average Yield, if only one such yield  
is published during the relevant Calendar Period), as published weekly by the   
Federal Reserve Board during the Calendar Period immediately preceding the      
last ten calendar days preceding the dividend period for which the dividend     
rate on the Adjustable Rate Cumulative Preferred Stock, Series D, is being      
determined.  In the event that the Federal Reserve Board does not publish such  
a weekly per annum Thirty Year Average Yield during such Calendar Period, then  
the Thirty Year Constant Maturity Rate for such dividend period will be the     
arithmetic average of the two most recent weekly per annum Thirty Year Average  
Yields (or the one weekly per annum Thirty Year Average Yield, if only one      
such yield is published during the relevant Calendar Period), as published      
weekly during such Calendar Period by any Federal Reserve Bank or by any U.S.   
Government department or agency selected by the Corporation.  In the event      
that a per annum Thirty Year Average Yield is not published by the Federal      
Reserve Board or by any Federal Reserve Bank or by any U.S. Government          
department or agency during such Calendar Period, then the Thirty Year          
Constant Maturity Rate for such dividend period will be the arithmetic average  
of the two most recent weekly per annum average yields to maturity (or the one  
weekly per annum average yield to maturity, if only one such yield is           
published during the relevant Calendar Period) for all of the actively traded   
marketable U.S. Treasury fixed interest rate securities (other than Special     
Securities) then having remaining maturities of not less than 28 nor more than  
30 years, as published during such Calendar Period by the Federal Reserve       
Board or, if the Federal Reserve Board does not publish such yields, by any     
Federal Reserve Bank or by any U.S. Government department or agency selected    
by the Corporation.  In the event that the Corporation determines in good       
faith that for any reason the Corporation cannot determine the Thirty Year      
Constant Maturity Rate for any dividend period as provided above in this        
paragraph, then the Thirty Year Constant Maturity Rate for such dividend        
period will be the arithmetic average of the per annum average yields to        
maturity based upon the closing bids during such Calendar Period for each of    
the issues of actively traded marketable U.S. Treasury fixed interest rate      
securities (other than Special Securities) with a final maturity date not less  
than 28 nor more than 30 years from the date of each such quotation, as chosen  
and quoted daily for each business day in New York City (or less frequently if  
daily quotations are not generally available) to the Corporation by at least    
three recognized dealers in U.S. Government securities selected by the          
Corporation.                                                                    

The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the   
Thirty Year Constant Maturity Rate will each be rounded to the nearest five     
one-hundredths of one percent.                                                  

  The Applicable Rate with respect to each dividend period (other than the
Initial Period) will be calculated as promptly as practicable by the            
Corporation according to the appropriate method described above.  The           
Corporation will cause notice of each Applicable Rate to be enclosed with the   
dividend payment checks next mailed to the holders of the Adjustable Rate       
Cumulative Preferred Stock, Series D.                                           

 As used above, the term "Calendar Period" means a period of 14 calendar
days; the term "Federal Reserve Board" means the Board of Governors of the      
Federal Reserve System; the term "Special Securities" means securities which    
can, at the option of the holder, be surrendered at face value in payment of    
any Federal estate tax or which provide tax benefits to the holder and are      
priced to reflect such tax benefits or which were originally issued at a deep   
or substantial discount; the term "Ten Year Average Yield" means the average    
yield to maturity for actively traded marketable U.S. Treasury fixed interest   
rate securities (adjusted to constant maturities of ten years); and the term    
"Thirty Year Average Yield" means the average yield to maturity for actively    
traded marketable U.S. Treasury fixed interest rate securities (adjusted to     
constant maturities of 30 years).                                               

4.  Voting Rights.  (i)  Holders of the Adjustable Rate Cumulative    
Preferred Stock, Series D, shall have no voting rights, either general or       
special, except as expressly required by applicable law, the Charter and as     
specified in this paragraph 4.                                                  

  (ii)  Whenever, at any time or times, dividends payable on the shares of
Adjustable Rate Cumulative Preferred Stock, Series D, shall be in arrears for   
six consecutive calendar quarters, then at the next annual meeting of           
stockholders and at any annual meeting thereafter and at any meeting called     
for the election of directors, until all dividends accumulated on the           
Adjustable Rate Cumulative Preferred Stock, Series D, have been paid or         
declared and a sum sufficient for payment has been set aside, the holders of    
the Adjustable Rate Cumulative Preferred Stock, Series D, either alone or       
together with the holders of one or more other cumulative series of Preferred   
Stock at the time outstanding which are granted such voting rights, voting as   
a class, shall be entitled, to the exclusion of the holders of one or more      
other series or classes of stock having general voting rights, to vote for and  
elect two additional members of the Board of Directors of the Corporation, and  
the holders of Common Stock together with the holders of any series or class    
or classes of stock of the Corporation having general voting rights and not     
then entitled to elect two members of the Board of Directors pursuant to this   
paragraph 4 to the exclusion of the holders of all series then so entitled,     
shall be entitled to vote and elect the balance of the Board of Directors.  In  
such case the Board of Directors of the Corporation shall, as of the date of    
the annual meeting of stockholders or at any meeting called for the election    
of directors aforesaid, be increased by two directors.  The rights of the       
holders of the Adjustable Rate Cumulative Preferred Stock, Series D, to         
participate (either alone or together with the holders of one or more other     
cumulative series of Preferred Stock at the time outstanding which are          

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granted such voting rights) in the exclusive election of two members of the     
Board of Directors of the Corporation pursuant to this paragraph 4 shall        
continue in effect until cumulative dividends have been paid in full or declared
and a sum sufficient has been set apart for payment on the Adjustable Rate      
Cumulative Preferred Stock, Series D.  At elections for such directors, each    
holder of Adjustable Rate Cumulative Preferred Stock, Series D, shall be        
entitled to two votes for each share of Adjustable Rate Cumulative Preferred    
Stock, Series D, held of record on the record date established for the meeting. 
The holders of Adjustable Rate Cumulative Preferred Stock, Series D, shall have 
no right to cumulate such shares in voting for the election of directors.  At   
the annual meeting of stockholders next following the termination (by reason    
of the payment of all accumulated and defaulted dividends on such stock or      
provision for the payment thereof by declaration and setting apart thereof)     
of the exclusive voting power pursuant to this paragraph 4 of the holders of    
Adjustable Rate Cumulative Preferred Stock, Series D, and the holders of all    
other cumulative series which shall have been entitled to vote for and elect    
such two members of the Board of Directors of the Corporation, the terms of     
office of all persons who may have been elected directors of the Corporation    
by vote of such holders shall terminate and the two vacancies created pursuant  
to this paragraph 4 to accommodate the exclusive right of election conferred    
hereunder shall thereupon be eliminated and the Board of Directors shall be     
decreased by two directors.                                                     

(iii)  So long as any shares of Adjustable Rate Cumulative Preferred  
Stock, Series D, remain outstanding, the affirmative vote of the holders of at  
least two-thirds of the shares of Adjustable Rate Cumulative Preferred Stock,   
Series D, outstanding at the time given in person or by proxy, at any special   
or annual meeting called for the purpose, shall be necessary to permit, effect  
or validate any one or more of the following:                                   

(a)  The authorization, creation or issuance, or any increase in the  
 authorized or issued amount, of any class or series of stock (including
any class or series of Preferred Stock) ranking prior (as set forth in
paragraph 5(a)) to the Adjustable Rate Cumulative Preferred Stock,    
Series D, or                                                          

(b)  The authorization, creation or issuance, or any increase in the  
 authorized or issued amount, of any class or series of stock (including
 any class or series of Preferred Stock) which ranks on a parity (as set
forth in paragraph 5(b)) with the Adjustable Rate Cumulative Preferred
Stock, Series D, unless the Articles Supplementary or other provisions
   of the Charter creating or authorizing such class or series shall provide
that if in any case the stated dividends or amounts payable on        
liquidation, dissolution or winding up of the Corporation are not paid
  in full on the Adjustable Rate Cumulative Preferred Stock, Series D, and
 all outstanding shares of stock ranking on a parity with the Adjustable
Rate Cumulative Preferred Stock, Series D, (the Adjustable Rate       
Cumulative Preferred Stock, Series D, and all such other stock being  
   herein called "Parity Stock"), the shares of all Parity Stock shall share
   ratably (x) in the payment of dividends, including accumulations (if any)
   in accordance with the sums which would be payable on all Parity Stock if
  all dividends in respect of all shares of Parity Stock were paid in full
and (y) on any distribution of assets upon liquidation, dissolution or
  winding up of the Corporation in accordance with the sums which would be
   payable in respect of all shares of Parity Stock if all sums payable were
discharged in full, or                                                

    (c)  The amendment, alteration or repeal, whether by merger, consolidation
   or otherwise, of any of the provisions of the Charter of the Corporation,
including these Articles Supplementary, which would materially and    
  adversely affect any right, preference, privilege or voting power of the
 Adjustable Rate Cumulative Preferred Stock, Series D, or of the holders
   thereof; provided, however, that any increase in the amount of authorized
Preferred Stock or the Corporation's Cumulative Floating Rate Series B
    Preferred Stock, the Series A and Series B Dutch Auction Rate Transferable
  Securities Preferred Stock, the Money Market Cumulative Preferred Stock,
the Remarketed Preferred Stock, the $3.375 Cumulative Convertible     
   Preferred Stock, the $1.9375 Cumulative Preferred Stock or the Adjustable
  Rate Cumulative Preferred Stock, Series D, or any other capital stock of
    the Corporation, or the creation and issuance of other series of Preferred
   Stock including convertible Preferred Stock or any other capital stock of
 the Corporation, in each case ranking on a parity with or junior to the
   Adjustable Rate Cumulative Preferred Stock, Series D, with respect to the
payment of dividends and the distribution of assets upon liquidation, 
     dissolution or winding up of the Corporation, shall not be deemed to affect
 materially and adversely such rights, preferences, privileges or voting
powers.                                                               

(iv)  So long as any shares of Adjustable Rate Cumulative Preferred   
Stock, Series D, remain outstanding and notwithstanding any provision of the    
Charter of the Corporation requiring a greater percentage, the Corporation      
shall not, without the affirmative vote of the holders of at least a majority   
of the votes of all Parity Stock entitled to vote outstanding at the time,      
given in person or by proxy, by resolution duly adopted at a meeting at which   
a quorum was present and acting and at which the holders of Adjustable Rate     
Cumulative Preferred Stock, Series D, (alone or together with the holders of    
one or more other series of Parity Stock at the time outstanding and entitled   
to vote) vote separately as a class, (a) directly or indirectly, sell,          
transfer or otherwise dispose of, or permit Republic National Bank of New York  
(the "Bank") or any other subsidiary of the Corporation, to issue, sell,        
transfer or otherwise dispose of any shares of voting stock of the Bank, or     
securities convertible into or options, warrants or rights to acquire voting    
stock of the Bank, unless after giving effect to any such transaction the Bank  
remains a Controlled Subsidiary (as hereinafter defined) of the Corporation or  
of a Qualified Successor Company (as hereinafter defined); (b) merge or         
consolidate with, or convey substantially all of its assets to any person or    
corporation unless the entity surviving such merger or consolidation or the     
transferee of such assets is the Corporation or a Qualified Successor Company;  
or (c) permit the Bank to merge, consolidate with, or convey substantially all  
of its assets to any person or corporation unless the entity surviving such     
merger or consolidation or the transferee of such assets is a Controlled        
Subsidiary of the Corporation or of a Qualified Successor Company, except in    
any of the foregoing cases as required to comply with applicable law,           
including, without limitation, any court or regulatory order.  The term         
"Qualified Successor Company" shall mean a corporation (or other similar        
organization or entity whether organized under or pursuant to the laws of the   
United States or any state thereof or of another jurisdiction) which (a) is or  
is required to be a registered bank holding company under the United States     
Bank Holding Company Act of 1956, as amended, or any successor legislation,     
(b) issues to the holders of the Adjustable Rate Cumulative Preferred Stock,    
Series D, in exchange for the Adjustable Rate Cumulative Preferred Stock,       
Series D, shares of preferred stock having at least the same relative rights    
and preferences as the Adjustable Rate Cumulative Preferred Stock, Series D,    
(the "Exchanged Stock"), (c) immediately after such transaction has not         
outstanding or authorized any class of stock or equity securities ranking       
prior to the Exchanged Stock with respect to the payment of dividends or the    
distribution of assets upon liquidation, dissolution or winding up of the       
Corporation, and (d) holds, as a Controlled Subsidiary or Subsidiaries, either  
the Bank or one or more other banking corporations which, collectively,         
immediately after such transaction hold substantially all of the assets and     
liabilities which the Bank held immediately prior to such transaction (which    
may be in addition to other assets and liabilities acquired in such             
transaction).  "Controlled Subsidiary" shall mean any corporation at least 80%  
of the outstanding shares of voting stock of which shall at the time be owned   
directly or indirectly by the Corporation or a Qualified Successor Company.     
In connection with the exercise of the voting rights contained in this          
paragraph 4(iv), holders of all series of Parity Stock which are granted such   
voting rights shall vote as a class, and each holder of Adjustable Rate         
Cumulative Preferred Stock, Series D, shall have two votes for each share of    
stock held, and each other series shall have such number of votes, if any, for  
each share of stock held as may be granted them.                                

The foregoing voting provisions shall not apply as to any shares of   
Adjustable Rate Cumulative Preferred Stock, Series D, if, at or prior to the    
time when the act with respect to which such vote would otherwise be required   
shall be effected, all outstanding shares of Adjustable Rate Cumulative         
Preferred Stock, Series D, shall have been redeemed or sufficient funds shall   
have been deposited in trust in accordance with paragraph 6 to effect such      
redemption.                                                                     

   5.  Rank.  For the purposes of these Articles Supplementary, any class or
classes of stock of the Corporation shall be deemed to rank:                    

        (a)  prior to the Adjustable Rate Cumulative Preferred Stock, Series
        D, as to dividends or as to distribution of assets upon liquidation,
       dissolution or winding up of the Corporation if the holders of such
     class 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 the
Adjustable Rate Cumulative Preferred Stock, Series D;       

         (b)  on a parity with the Adjustable Rate Cumulative Preferred Stock,
  Series D, as to dividends or as to distribution of assets upon
         liquidation, dissolution or winding up of the Corporation, whether or
    not the dividend rates, dividend payment dates, or redemption or

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       liquidation preference per share thereof be different from those of
    the Adjustable Rate Cumulative Preferred Stock, Series D, if the
     holders of such class of stock and the Adjustable Rate Cumulative
  Preferred Stock, Series D, 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 rates or liquidation preference, without preference or
priority one over the other; and                            

  (c)  junior to the Adjustable Rate Cumulative Preferred Stock,
    Series D, either as to dividends or as to distribution of assets
      upon liquidation, dissolution or winding up of the Corporation, or
      both, if such class shall be Common Stock or if the holders of the
  Adjustable Rate Cumulative Preferred Stock, Series D, shall be
    entitled to the receipt of dividends or of amounts distributable
      upon liquidation, dissolution or winding up of the Corporation, as
      the case may be, in preference or priority to the holders of stock
of such class or classes.                                   

The Adjustable Rate Cumulative Preferred Stock, Series D, shall rank  
prior, as to dividends and upon liquidation, dissolution or winding up, to the  
Common Stock and on a parity with the Corporation's Cumulative Floating Rate    
Series B Preferred Stock, the Series A and Series B Dutch Auction Rate          
Transferable Securities Preferred Stock, the Money Market Cumulative Preferred  
Stock, the Remarketed Preferred Stock, the $3.375 Cumulative Convertible        
Preferred Stock and the $1.9375 Cumulative Preferred Stock.                     

6.  Optional Redemption.  The shares of the Adjustable Rate Cumulative
Preferred Stock, Series D, may be redeemed on or after July 1, 1999, at the     
option of the Corporation, for cash, on at least 30 but not more than 60 days'  
notice at any time or from time to time, as a whole or in part, at $100 per     
share, plus, in each case, dividends accrued and accumulated but unpaid to the  
redemption date.  The Adjustable Rate Cumulative Preferred Stock, Series D,     
will not be subject to any sinking fund or other obligation of the Corporation  
to purchase or redeem the Adjustable Rate Cumulative Preferred Stock, Series    
D.                                                                              

 Any such redemption may be effected only with the prior approval of the
Federal Reserve Board (unless at such time it is determined that such approval  
is not required).                                                               

If fewer than all outstanding shares of the Adjustable Rate Cumulative
Preferred Stock, Series D, are to be redeemed, the number of shares to be       
redeemed will be determined by the Board of Directors of the Corporation and    
such shares will be redeemed pro rata from the holders of record of such        
shares in proportion to the number of such shares held by such holders (with    
adjustments to avoid the redemption of fractional shares) or by lot in a        
manner determined by the Board of Directors of the Corporation.                 
Notwithstanding the foregoing, if any dividends, including any        
accumulation on the Adjustable Rate Cumulative Preferred Stock, Series D, are   
in arrears, no Adjustable Rate Cumulative Preferred Stock, Series D, shall be   
redeemed unless all outstanding Adjustable Rate Cumulative Preferred Stock,     
Series D, is simultaneously redeemed, and the Corporation shall not purchase    
or otherwise acquire any Adjustable Rate Cumulative Preferred Stock, Series D;  
provided, however, that the foregoing shall not prevent the purchase or         
acquisition of Adjustable Rate Cumulative Preferred Stock, Series D, pursuant   
to a purchase or exchange offer provided that such offer is made on the same    
terms to all holders of the Adjustable Rate Cumulative Preferred Stock, Series  
D.                                                                              

Notice of redemption shall be given by mailing the same to each record
holder of the Adjustable Rate Cumulative Preferred Stock, Series D, not less    
than 30 nor more than 60 days prior to the date fixed for redemption thereof,   
at the address of such holder as the same shall appear on the stock books of    
the Corporation.  Each notice shall state:  (i) the redemption date; (ii) the   
number of shares of Adjustable Rate Cumulative Preferred Stock, Series D, to    
be redeemed; (iii) the redemption price; (iv) the place or places where         
certificates for such shares of Adjustable Rate Cumulative Preferred Stock,     
Series D, are to be surrendered for payment of the redemption price; (v) that   
dividends on the shares to be redeemed will cease to accrue on such redemption  
date; and (vi) the date upon which the holders' exchange rights, if any, as to  
such shares, shall terminate.  If fewer than all the shares of the Adjustable   
Rate Cumulative Preferred Stock, Series D, are to be redeemed, the notice       
mailed to each such holder thereof shall also specify the number of shares of   
Adjustable Rate Cumulative Preferred Stock, Series D, to be redeemed from each  
such holder.                                                                    

 If notice of redemption of any shares of the Adjustable Rate Cumulative
Preferred Stock, Series D, has been given and if the funds necessary for such   
redemption have been set aside by the Corporation, separate and apart from its  
other funds, in trust for the pro rata benefit of the holders of any shares of  
Adjustable Rate Cumulative Preferred Stock, Series D, so called for             
redemption, from and after the redemption date for such shares, dividends on    
such shares shall cease to accrue and such shares shall no longer be deemed to  
be outstanding, and all rights of the holders thereof as stockholders of the    
Corporation (except the right to receive the redemption price) shall cease.     
Upon surrender, in accordance with such notice, of the certificates             
representing any such shares (properly endorsed or assigned for transfer, if    
the Board of Directors of the Corporation shall so require and the notice       
shall so state), the redemption price set forth above shall be paid out of the  
funds provided by the Corporation.  If fewer than all shares represented by     
any such certificate are redeemed, a new certificate shall be issued            
representing the unredeemed shares without cost to the holder thereof.          
Subject to applicable escheat laws, any moneys so set aside by the Corporation  
and unclaimed at the end of 90 days from the redemption date shall revert to    
the general funds of the Corporation, after which reversion the holders of      
such shares so called for redemption shall look only to the general funds of    
the Corporation for the payment of the amounts payable upon such redemption.    
Any interest accrued on funds so deposited shall be paid to the Corporation     
from time to time.                                                              

   7.  Liquidation.  (i)  Upon any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the holders of the           
Adjustable Rate Cumulative Preferred Stock, Series D, shall be entitled,        
whether from capital or surplus, before any assets of the Corporation shall be  
distributed among or paid over to holders of Common Stock or any other class    
or series of stock of the Corporation junior to the Adjustable Rate Cumulative  
Preferred Stock, Series D, as to liquidation preference, to be paid the amount  
of $100 per share (the "liquidation preference") of the Adjustable Rate         
Cumulative Preferred Stock, Series D, plus an amount equal to all accrued and   
unpaid dividends thereon (whether or not earned or declared) to and including   
the date of final distribution.  The holders of the Adjustable Rate Cumulative  
Preferred Stock, Series D, will not be entitled to receive the liquidation      
preference until the liquidation preference of any other class of stock of the  
Corporation ranking senior to the Adjustable Rate Cumulative Preferred Stock,   
Series D, as to rights upon liquidation, dissolution or winding up shall have   
been paid (or a sum set aside therefor sufficient to provide for payment) in    
full.  After any such liquidation preference payment, the holders of the        
Adjustable Rate Cumulative Preferred Stock, Series D, shall not be entitled to  
any further participation in any distribution of assets of the Corporation.     

        (ii)  If upon any such liquidation, dissolution or winding up of the
Corporation the assets of the Corporation shall be insufficient to make such    
full payments to the holders of the Adjustable Rate Cumulative Preferred        
Stock, Series D, and the holders of any Preferred Stock ranking as to           
liquidation, dissolution or winding up on a parity with the Adjustable Rate     
Cumulative Preferred Stock, Series D, then such assets shall be distributed     
among the holders of the Adjustable Rate Cumulative Preferred Stock, Series D,  
ratably in accordance with the respective amounts which would be payable on     
such shares of Adjustable Rate Cumulative Preferred Stock, Series D, or any     
other such Preferred Stock if all amounts thereon were paid in full.            

   (iii)  Neither the sale, lease or exchange (for cash, shares of
stock, securities or other consideration) of all or substantially all of the    
property and assets of the Corporation nor the merger or consolidation of any   
other corporation into or with the Corporation nor a reorganization of the      
Corporation, shall be deemed to be a liquidation, dissolution or winding up of  
the Corporation.                                                                

8.  Parity Stock.  So long as any shares of Adjustable Rate Cumulative
Preferred Stock, Series D, shall remain outstanding, in case the stated         
dividends or amounts payable on liquidation, dissolution or winding up of the   
Corporation are not paid in full with respect to all outstanding shares of      
Parity Stock, all such shares shall share ratably (x) in the payment of         
dividends, including accumulations (if any) in accordance with the sums which   
would be payable in respect of all outstanding shares of Parity Stock if all    
dividends were paid in full and (y) in any distribution of assets upon          
liquidation, dissolution or winding up of the Corporation, in accordance with   
the sums which would be payable in respect of all outstanding Parity Stock if   
all sums payable were discharged in full.                                       

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9.  Certain Definitions.  (i)  The term "outstanding", when used in   
reference to shares of stock, shall mean issued shares, excluding shares        
reacquired by the Corporation.                                                  

      (ii)  The amount of dividends "accrued" on any share of Adjustable
Rate Cumulative Preferred Stock, Series D, as at any quarterly dividend         
payment date shall be deemed to be the amount of any unpaid dividends           
accumulated thereon to and including the end of the day preceding such          
quarterly dividend payment date, whether or not earned or declared; and the     
amount of dividends "accrued" on any share of Adjustable Rate Cumulative        
Preferred Stock, Series D, as at any date other than a quarterly dividend       
payment date shall be calculated as the amount of any unpaid dividends          
accumulated thereon to and including the end of the day preceding the last      
preceding quarterly dividend payment date, whether or not earned or declared,   
plus an amount equivalent to dividends on the liquidation preference of such    
share at the annual dividend rate fixed for such share for the period after     
the end of the day preceding such last preceding quarterly dividend payment     
date to and including the date as of which the calculation is made, calculated  
in accordance with the provisions of paragraph 2.                               

   10.  Exclusion of Other Rights.  Unless otherwise required by law, shares
of the Adjustable Rate Cumulative Preferred Stock, Series D, shall not have     
any rights, including preemptive rights, or preferences other than those        
specifically set forth herein, in the Charter or as provided by applicable      
law.                                                                            

   11.  Notice.  All notices or communications unless otherwise specified in
the Bylaws of the Corporation or these Articles Supplementary 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.                 

12.  Interpretation or Adjustment By Board of Directors.  The Board of
Directors of the Corporation may, consistent with Maryland law, interpret or    
adjust the provisions of these Articles Supplementary to resolve any            
inconsistency or ambiguity, remedy any formal defect or make any other change   
or modification which does not adversely affect the rights of beneficial        
owners of the Adjustable Rate Cumulative Preferred Stock, Series D, and if      
such inconsistency or ambiguity reflects any typographical error, error in      
transcription or other error the Board of Directors may authorize the filing    
of a Certificate of Correction.                                                 

IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these presents to  
be signed in its name and on its behalf by its Chairman and its corporate seal  
to be hereunto affixed and attested by its Secretary, and the said officers of  
the Corporation further acknowledge said instrument to be the corporate act of  
the Corporation and state under the penalties of perjury that to the best of    
their knowledge, information and belief the matters and facts therein set       
forth with respect to approval are true in all material respects, all on        
May 3, 1994.                                                                    

                                   REPUBLIC NEW YORK CORPORATION

                                By:  /s/  Walter H. Weiner
                                          (Chairman)

Attest:                                                                       

/s/  William F. Rosenblum, Jr.                                            
(Secretary)                                         

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REPUBLIC NEW YORK CORPORATION     

ARTICLES SUPPLEMENTARY      

REPUBLIC NEW YORK CORPORATION, a Maryland corporation having its principal      
Maryland office in the City of Baltimore, State of Maryland (hereinafter        
called the "Corporation"), hereby certifies to the State Department of          
Assessments and Taxation of Maryland that:                                      

FIRST:  Pursuant to authority expressly vested in the Board of Directors of     
the Corporation by Article FIFTH of the Charter of the Corporation, the Board   
of Directors has authorized the classification of 3,000,000  of the 8,047,500   
shares of Preferred Stock (the "Preferred Stock") which the Corporation now     
has authority to issue into a series designated the $1.8125 Cumulative          
Preferred Stock, and has provided for the issuance of such series.              

SECOND:  The number of shares and terms of the $1.8125 Cumulative Preferred     
Stock, as set by the Finance Committee of the Board of Directors pursuant to    
authority duly delegated by the Board of Directors are as follows:              

1.  $1.8125 Cumulative Preferred Stock.  3,000,000 shares of Preferred
Stock of the Corporation, without par value, are hereby constituted as the      
original number of shares of a series of Preferred Stock designated as $1.8125  
Cumulative Preferred Stock (the "$1.8125 Cumulative Preferred Stock").  The     
$1.8125 Cumulative Preferred Stock, is issuable in whole shares only.  The      
$1.8125 Cumulative Preferred Stock, shall be of a stated value of $25 per       
share (the "Stated Value").  The term "Charter" when used herein shall include  
all Articles of Incorporation and all amendments and supplements thereto.       

2.  Dividends.  The holders of the $1.8125 Cumulative Preferred Stock 
shall be entitled to receive, but only when and as declared by the Board of     
Directors out of funds legally available for the purpose, cash dividends at     
the rate of $1.8125 per share per annum, and no more, payable quarterly on the  
first day of January, April, July and October of each year, with the first      
such dividend being payable October 1, 1995 (each a "dividend payment date").   
Such dividends shall be payable from, and shall be cumulative from, the date    
of original issue of each share.  Dividends will be payable, in arrears, to     
holders of record as they  appear on the stock transfer records of the          
Corporation on such record dates, not more than 60 days nor less than 10 days   
preceding the payment dates thereof, as shall be fixed by the Board of          
Directors.  The amount of dividends payable per share for each full dividend    
period shall be computed by dividing by four the $1.8125 annual rate.  The      
amount of dividends payable for any dividend period or any period, either       
shorter or longer than a full dividend period shall be calculated on the basis  
of a 360-day year of twelve 30-day months and the actual number of days         
elapsed in the dividend period for which dividends are payable.  If in any      
quarterly dividend period (being the period between such dividend payment       
dates or, in the case of the first such period, from the date of original       
issue to October 1, 1995) dividends at the rate of $1.8125 per share per annum  
shall not have been paid or declared and set apart for payment on all           
outstanding shares of $1.8125 Cumulative Preferred Stock  for such quarterly    
dividend period and all preceding quarterly dividend periods from and after     
the first day from which dividends are cumulative, then the aggregate           
deficiency shall be declared and fully paid or set apart for payment, but       
without interest, before (i) any dividends or other distributions (excluding    
dividends paid in shares of, or options, warrants or rights to subscribe for    
or purchase shares of, Common Stock of the Corporation or shares of any other   
capital stock of the Corporation ranking junior to the $1.8125 Cumulative       
Preferred Stock with respect to the payment of dividends and distribution of    
assets upon liquidation, dissolution or winding up of the Corporation) shall    
be declared and paid or set apart for payment on the Common Stock or on any     
other capital stock of the Corporation ranking junior to the Cumulative         
Preferred Stock with respect to the payment of dividends, or (ii) the           
Corporation shall purchase, redeem or otherwise acquire any shares of           
Preferred Stock or any shares of capital stock of the Corporation ranking on a  
parity with or junior to the $1.8125 Cumulative Preferred Stock  with respect   
to the payment of dividends, except by conversion into or exchange for capital  
stock of the Corporation ranking junior to the $1.8125 Cumulative Preferred     
Stock  with respect to the payment of dividends and distribution of assets      
upon liquidation, dissolution or winding up of the Corporation; provided,       
however, that any moneys set aside in trust as a sinking fund payment for any   
series of Preferred Stock pursuant to the resolutions providing for the issue   
of shares of such series may thereafter be applied to the purchase or           
redemption of Preferred Stock of such series whether or not at the time of      
such application full cumulative dividends upon the outstanding Cumulative      
Preferred Stock shall have been paid or declared and set apart for payment.     

3.  Voting Rights.  (i)  Holders of the $1.8125 Cumulative Preferred  
Stock, shall have no voting rights, either general or special, except as        
expressly required by applicable law, the Charter and as specified in this      
paragraph 3.                                                                    

  (ii)  Whenever, at any time or times, dividends payable on the
shares of $1.8125 Cumulative Preferred Stock, shall be in arrears for six       
consecutive calendar quarters, then at the next annual meeting of stockholders  
and at any annual meeting thereafter and at any meeting called for the          
election of directors, until all dividends accumulated on the $1.8125           
Cumulative Preferred Stock, have been paid or declared and a sum sufficient     
for payment has been set aside, the holders of the $1.8125 Cumulative           
Preferred Stock, either alone or together with the holders of one or more       
other series of cumulative Preferred Stock at the time outstanding which are    
granted such voting rights, voting as a class, shall be entitled, to the        
exclusion of the holders of one or more other series or classes of stock        
having general voting rights, to vote for and elect two additional members of   
the Board of Directors of the Corporation, and the holders of Common Stock      
together with the holders of any series or class or classes of stock of the     
Corporation having general voting rights and not then entitled to elect two     
members of the Board of Directors pursuant to this paragraph 3 to the           
exclusion of the holders of all series then so entitled, shall be entitled to   
vote and elect the balance of the Board of Directors.  In such case, the Board  
of Directors of the Corporation shall, as of the date of the annual meeting of  
stockholders or at any meeting called for the election of directors aforesaid,  
be increased by two directors.  The rights of the holders of the $1.8125        
Cumulative Preferred Stock, to participate (either alone or together with the   
holders of one or more other cumulative series of Preferred Stock at the time   
outstanding which are granted such voting rights) in the exclusive election of  
two members of the Board of Directors of the Corporation pursuant to this       
paragraph 3 shall continue in effect until cumulative dividends have been paid  
in full or declared and a sum sufficient has been set apart for payment on the  
$1.8125 Cumulative Preferred Stock.  At elections for such directors, each      
holder of $1.8125 Cumulative Preferred Stock shall be entitled to one-half      
vote for each share of $1.8125 Cumulative Preferred Stock held of record on     
the record date established for the meeting.  The holders of $1.8125            
Cumulative Preferred Stock  shall have no right to cumulate such shares in      
voting for the election of directors.  At the annual meeting of stockholders    
next following the termination (by reason of the payment of all accumulated     
and defaulted dividends on such stock or provision for the payment thereof by   
declaration and setting apart thereof) of the exclusive voting power  of the    
holders of $1.8125 Cumulative Preferred Stock pursuant to this paragraph 3,     
and the holders of all other cumulative series which shall have been entitled   
to vote for and elect such two members of the Board of Directors of the         
Corporation, the terms of office of all persons who may have been elected       
directors of the Corporation by vote of such holders shall terminate and the    
two vacancies created pursuant to this paragraph 3 to accommodate the           
exclusive right of election conferred hereunder shall thereupon be eliminated   
and the Board of Directors shall be decreased by two directors.                 

        (iii)  So long as any shares of  $1.8125 Cumulative Preferred Stock,
remain outstanding, the affirmative vote of the holders of at least two-thirds  
of the shares of $1.8125 Cumulative Preferred Stock, outstanding at the time    
given in person or by proxy, at any special or annual meeting called for the    
purpose, shall be necessary to permit, effect or validate any one or more of    
the following:                                                                  

        (a)  The authorization, creation or issuance, or any increase in the
authorized or issued amount, of any class or series of stock
        (including any class or series of Preferred Stock) ranking prior (as
    set forth in paragraph 4(a)) to the $1.8125 Cumulative Preferred
Stock, or                                                   

    (b)  The authorization, creation or issuance, or any increase in
    the authorized or issued amount, of any class or series of stock
  (including any class or series of Preferred Stock) which ranks
 on a parity (as set forth in paragraph 4(b)) with the $1.8125
    Cumulative Preferred Stock, unless the Articles Supplementary or
other provisions of the Charter creating or authorizing such
class or series shall provide that if in any case the stated
dividends or amounts payable on liquidation, dissolution or 
winding up of the Corporation are not paid in full on the   

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  $1.8125 Cumulative Preferred Stock, and all outstanding shares
      of stock ranking on a parity with the $1.8125 Cumulative Preferred
       Stock, (the  $1.8125 Cumulative Preferred Stock, and all such other
       stock being herein called "Parity Stock"), the shares of all Parity
        Stock shall share ratably (x) in the payment of dividends, including
     accumulations (if any) in accordance with the sums which would be
  payable on all Parity Stock if all dividends in respect of all
        shares of Parity Stock were paid in full and (y) on any distribution
of assets upon liquidation, dissolution or winding up of the
     Corporation in accordance with the sums which would be payable in
  respect of all shares of Parity Stock if all sums payable were
discharged in full, or                                      

(c)  The amendment, alteration or repeal, whether by merger,  
     consolidation or otherwise, of any of the provisions of the Charter
   of the Corporation, including these Articles Supplementary, which
would materially and adversely affect any right, preference,  
      privilege or voting power of the $1.8125 Cumulative Preferred Stock,
    or of the holders thereof; provided, however, that any increase in
      the amount of authorized Preferred Stock or the Corporation's Series
     A and Series B Dutch Auction Rate Transferable Securities Preferred
    Stock, the Money Market Cumulative Preferred Stock, the Remarketed
     Preferred Stock, the $3.375 Cumulative Convertible Preferred Stock,
the $1.9375 Cumulative Preferred Stock, the Adjustable Rate   
 Cumulative Preferred Stock, Series D, or the $1.8125 Cumulative
    Preferred Stock, or any other capital stock of the Corporation, or
the creation and issuance of other series of Preferred Stock, 
      including convertible Preferred Stock, or any other capital stock of
     the Corporation, in each case ranking on a parity with or junior to
       the $1.8125 Cumulative Preferred Stock with respect to the payment of
dividends and the distribution of assets upon liquidation,    
      dissolution or winding up of the Corporation, shall not be deemed to
      affect materially and adversely such rights, preferences, privileges
or voting powers.                                             

    (iv)  So long as any shares of  $1.8125 Cumulative Preferred Stock
remain outstanding and notwithstanding any provision of the Charter of the      
Corporation requiring a greater percentage, the Corporation shall not, without  
the affirmative vote of the holders of at least a majority of the votes of all  
Parity Stock entitled to vote outstanding at the time, given in person or by    
proxy, by resolution duly adopted at a meeting at which a quorum was present    
and acting and at which the holders of $1.8125 Cumulative Preferred Stock       
(alone or together with the holders of one or more other series of Parity       
Stock at the time outstanding and entitled to vote) vote separately as a        
class, (a) directly or indirectly, sell, transfer or otherwise dispose of, or   
permit Republic National Bank of New York (the "Bank") or any other subsidiary  
of the Corporation, to issue, sell, transfer or otherwise dispose of any        
shares of voting stock of the Bank, or securities convertible into or options,  
warrants or rights to acquire voting stock of the Bank, unless after giving     
effect to any such transaction the Bank remains a Controlled Subsidiary (as     
hereinafter defined) of the Corporation or of a Qualified Successor Company     
(as hereinafter defined); (b) merge or consolidate with, or convey              
substantially all of its assets, to any person or corporation unless the        
entity surviving such merger or consolidation or the transferee of such assets  
is the Corporation or a Qualified Successor Company; or (c) permit the Bank to  
merge, consolidate with, or convey substantially all of its assets to, any      
person or corporation unless the entity surviving such merger or consolidation  
or the transferee of such assets is a Controlled Subsidiary of the Corporation  
or of a Qualified Successor Company, except in any of the foregoing cases as    
required to comply with applicable law, including, without limitation, any      
court or regulatory order.  The term "Qualified Successor Company" shall mean   
a corporation (or other similar organization or entity whether organized under  
or pursuant to the laws of the United States or any state thereof or of         
another jurisdiction) which (a) is or is required to be a registered bank       
holding company under the United States Bank Holding Company Act of 1956, as    
amended, or any successor legislation, (b) issues to the holders of the         
$1.8125 Cumulative Preferred Stock, in exchange for the $1.8125 Cumulative      
Preferred Stock, shares of preferred stock having at least the same relative    
rights and preferences as the $1.8125 Cumulative Preferred Stock, (the          
"Exchanged Stock"), (c) immediately after such transaction has not outstanding  
or authorized any class of stock or equity securities ranking prior to the      
Exchanged Stock with respect to the payment of dividends or the distribution    
of assets upon liquidation, dissolution or winding up of the Corporation, and   
(d) holds, as a Controlled Subsidiary or Subsidiaries, either the Bank or one   
or more other banking corporations which, collectively, immediately after such  
transaction hold substantially all of the assets and liabilities which the      
Bank held immediately prior to such transaction (which may be in addition to    
other assets and liabilities acquired in such transaction).  "Controlled        
Subsidiary" shall mean any corporation at least 80% of the outstanding shares   
of voting stock of which shall at the time be owned directly or indirectly by   
the Corporation or a Qualified Successor Company.  In connection with the       
exercise of the voting rights contained in this paragraph 3(iv), holders of     
all series of Parity Stock which are granted such voting rights shall vote as   
a class, and each holder of $1.8125 Cumulative Preferred Stock, shall have      
one-half  vote for each share of stock held, and each other series shall have   
such number of votes, if any, for each share of stock held as may be granted    
them.                                                                           

The foregoing voting provisions shall not apply as to any shares of   
$1.8125 Cumulative Preferred Stock if, at or prior to the time when the act     
with respect to which such vote would otherwise be required shall be effected,  
all outstanding shares of $1.8125 Cumulative Preferred Stock shall have been    
redeemed or sufficient funds shall have been deposited in trust in accordance   
with paragraph 5 to effect such redemption.                                     

 4.  Rank.  For the purposes of these Articles Supplementary, any class or
classes of stock of the Corporation shall be deemed to rank:                    

 (a)  prior to the $1.8125 Cumulative Preferred Stock, as to
 dividends or as to distribution of assets upon liquidation,
     dissolution or winding up of the Corporation, if the holders of
    such class 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 the
$1.8125 Cumulative Preferred Stock;                       

         (b)  on a parity with the $1.8125 Cumulative Preferred Stock, as to
 dividends or as to distribution of assets upon liquidation,
      dissolution or winding up of the Corporation, whether or not the
dividend rates, dividend payment dates, or redemption or  
         liquidation preference per share thereof be different from those of
    the $1.8125 Cumulative Preferred Stock, if the holders of such
        class of stock and the $1.8125 Cumulative 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 rates or liquidation
        preference, without preference or priority one over the other; and

         (c)  junior to the $1.8125 Cumulative Preferred Stock, either as to
 dividends or as to distribution of assets upon liquidation,
    dissolution or winding up of the Corporation, or both, if such
  class shall be Common Stock or if the holders of the $1.8125
    Cumulative Preferred Stock shall be entitled to the receipt of
         dividends or of amounts distributable upon liquidation, dissolution
         or winding up of the Corporation, as the case may be, in preference
   or priority to the holders of stock of such class or classes.

  The $1.8125 Cumulative Preferred Stock shall rank prior, as to dividends
and upon liquidation, dissolution or winding up, to the Common Stock and on a   
parity with the Corporation's Series A and Series B Dutch Auction Rate          
Transferable Securities Preferred Stock, the Money Market Cumulative Preferred  
Stock, the Remarketed Preferred Stock, the $3.375 Cumulative Convertible        
Preferred Stock, the $1.9375 Cumulative Preferred Stock and the Adjustable      
Rate Cumulative Preferred Stock, Series D.                                      

  5.  Optional Redemption.  The shares of the $1.8125 Cumulative Preferred
Stock, may be redeemed on or after July 1, 2000, at the option of the           
Corporation, for cash, on at least 30 but not more than 60 days' notice at any  
time or from time to time, as a whole or in part, at $25 per share, plus, in    
each case, dividends accrued and accumulated but unpaid to the redemption       
date.  The $1.8125 Cumulative Preferred Stock, will not be subject to any       
sinking fund or other obligation of the Corporation to purchase or redeem the   
$1.8125 Cumulative Preferred Stock.                                             

 Any such redemption may be effected only with the prior approval of the
Federal Reserve Board (unless at such time it is determined that such approval  
is not required).                                                               

  If fewer than all outstanding shares of the $1.8125 Cumulative Preferred
Stock, are to be redeemed, the number of shares to be redeemed will be          
determined by the Board of Directors of the Corporation and such shares will    
be redeemed pro rata from the holders of record of such shares in proportion    
to the number of such shares held by such holders (with adjustments to avoid    
the redemption of fractional shares) or by lot in a manner determined by the    
Board of Directors of the Corporation.                                          

Notwithstanding the foregoing, if any dividends, including any      
accumulation on the $1.8125 Cumulative Preferred Stock, are in arrears, no      

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$1.8125 Cumulative Preferred Stock shall be redeemed unless all outstanding     
$1.8125 Cumulative Preferred Stock is simultaneously redeemed, and the          
Corporation shall not purchase or otherwise acquire any $1.8125 Cumulative      
Preferred Stock; provided, however, that the foregoing shall not prevent the    
purchase or acquisition of $1.8125 Cumulative Preferred Stock pursuant to a     
purchase or exchange offer so long as such offer is made on the same terms to   
all holders of the $1.8125 Cumulative Preferred Stock.                          

Notice of redemption shall be given by mailing the same to each record
holder of the $1.8125 Cumulative Preferred Stock not less than 30 nor more      
than 60 days prior to the date fixed for redemption thereof, at the address of  
such holder as the same shall appear on the stock books of the Corporation.     
Each notice shall state:  (i) the redemption date; (ii) the number of shares    
of $1.8125 Cumulative Preferred Stock to be redeemed; (iii) the redemption      
price; (iv) the place or places where certificates for such shares of $1.8125   
Cumulative Preferred Stock are to be surrendered for payment of the redemption  
price; (v) that dividends on the shares to be redeemed will cease to accrue on  
such redemption date; and (vi) the date upon which the holders' exchange        
rights, if any, as to such shares, shall terminate.  If fewer than all the      
shares of the $1.8125 Cumulative Preferred Stock are to be redeemed, the        
notice mailed to each such holder thereof shall also specify the number of      
shares of $1.8125 Cumulative Preferred Stock to be redeemed from each such      
holder.                                                                         

   If notice of redemption of any shares of the $1.8125 Cumulative Preferred
Stock has been given and if the funds necessary for such redemption have been   
set aside by the Corporation separate and apart from its other funds, in trust  
for the pro rata benefit of the holders of any shares of $1.8125 Cumulative     
Preferred Stock so called for redemption, from and after the redemption date    
for such shares, dividends on such shares shall cease to accrue and such        
shares shall no longer be deemed to be outstanding, and all rights of the       
holders thereof as stockholders of the Corporation (except the right to         
receive the redemption price) shall cease.  Upon surrender, in accordance with  
such notice, of the certificates representing any such shares (properly         
endorsed or assigned for transfer, if the Board of Directors of the             
Corporation shall so require and the notice shall so state), the redemption     
price set forth above shall be paid out of the funds provided by the            
Corporation.  If fewer than all shares represented by any such certificate are  
redeemed, a new certificate shall be issued representing the unredeemed shares  
without cost to the holder thereof.  Subject to applicable escheat laws, any    
moneys so set aside by the Corporation and unclaimed at the end of 90 days      
from the redemption date shall revert to the general funds of the Corporation,  
after which reversion the holders of such shares so called for redemption       
shall look only to the general funds of the Corporation for the payment of the  
amounts payable upon such redemption.  Any interest accrued on funds so         
deposited shall be paid to the Corporation from time to time.                   

   6.  Liquidation.  (i)  Upon any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the holders of the $1.8125   
Cumulative Preferred Stock shall be entitled, whether from capital or surplus,  
before any assets of the Corporation shall be distributed among or paid over    
to holders of Common Stock or any other class or series of stock of the         
Corporation junior to the $1.8125 Cumulative Preferred Stock, as to preference  
in respect to liquidation, dissolution or winding up, to be paid the amount of  
$25 per share (the "liquidation preference") of the $1.8125 Cumulative          
Preferred Stock, plus an amount equal to all accrued and unpaid dividends       
thereon (whether or not earned or declared) to and including the date of final  
distribution.  The holders of the  $1.8125 Cumulative Preferred Stock will not  
be entitled to receive the liquidation preference until the liquidation         
preference of any other class of stock of the Corporation ranking senior to     
the  $1.8125 Cumulative Preferred Stock, as to rights upon liquidation,         
dissolution or winding up shall have been paid (or a sum set aside therefor     
sufficient to provide for payment) in full.  After any such liquidation         
preference payment, the holders of the $1.8125 Cumulative Preferred Stock       
shall not be entitled to any further participation in any distribution of       
assets of the Corporation.                                                      

     (ii)  If, upon any such liquidation, dissolution or winding up of
the Corporation, the assets of the Corporation shall be insufficient to make    
such full payments to the holders of the $1.8125 Cumulative Preferred Stock,    
and the holders of any Preferred Stock ranking as to liquidation, dissolution   
or winding up on a parity with the $1.8125 Cumulative Preferred Stock, then     
such assets shall be distributed among the holders of the $1.8125 Cumulative    
Preferred Stock, ratably in accordance with the respective amounts which would  
be payable on such shares of $1.8125 Cumulative Preferred Stock and any other   
such Preferred Stock if all amounts thereon were paid in full.                  

   (iii)  Neither the sale, lease or exchange (for cash, shares of
stock, securities or other consideration) of all or substantially all of the    
property and assets of the Corporation, nor the merger or consolidation of any  
other corporation into or with the Corporation nor a reorganization of the      
Corporation, shall be deemed to be a liquidation, dissolution or winding up of  
the Corporation.                                                                

    7.  Parity Stock.  So long as any shares of $1.8125 Cumulative Preferred
Stock shall remain outstanding, in case the stated dividends or amounts         
payable on liquidation, dissolution or winding up of the Corporation are not    
paid in full with respect to all outstanding shares of Parity Stock, all such   
shares shall share ratably (x) in the payment of dividends, including           
accumulations (if any) in accordance with the sums which would be payable in    
respect of all outstanding shares of Parity Stock if all dividends were paid    
in full and (y) in any distribution of assets upon liquidation, dissolution or  
winding up of the Corporation, in accordance with the sums which would be       
payable in respect of all outstanding Parity Stock if all sums payable were     
discharged in full.                                                             

8.  Certain Definitions.  (i)  The term "outstanding", when used in   
reference to shares of stock, shall mean issued shares, excluding shares        
reacquired by the Corporation.                                                  

   (ii)  The amount of dividends "accrued" on any share of $1.8125
Cumulative Preferred Stock, as at any quarterly dividend payment date, shall    
be deemed to be the amount of any unpaid dividends accumulated thereon to and   
including the end of the day preceding such quarterly dividend payment date,    
whether or not earned or declared; and the amount of dividends "accrued" on     
any share of $1.8125 Cumulative Preferred Stock, as at any date other than a    
quarterly dividend payment date, shall be calculated as the amount of any       
unpaid dividends accumulated thereon to and including the end of the day        
preceding the last preceding quarterly dividend payment date, whether or not    
earned or declared, plus an amount equivalent to dividends on the liquidation   
preference of such share at the annual dividend rate fixed for such share for   
the period after the end of the day preceding such last preceding quarterly     
dividend payment date to and including the date as of which the calculation is  
made, calculated in accordance with the provisions of paragraph 2.              

  9.  Exclusion of Other Rights.  Unless otherwise required by law, shares
of the $1.8125 Cumulative Preferred Stock shall not have any rights, including  
preemptive rights, or preferences other than those specifically set forth       
herein, in the Charter or as provided by applicable law.                        

   10.  Notice.  All notices or communications unless otherwise specified in
the Bylaws of the Corporation or these Articles Supplementary 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.                 

11.  Interpretation or Adjustment By Board of Directors.  The Board of
Directors of the Corporation may, consistent with Maryland law, interpret or    
adjust the provisions of these Articles Supplementary to resolve any            
inconsistency or ambiguity, remedy any formal defect or make any other change   
or modification which does not adversely affect the rights of beneficial        
owners of the $1.8125 Cumulative Preferred Stock, and if such inconsistency or  
ambiguity reflects any typographical error, error in transcription or other     
error, the Board of Directors may authorize the filing of a Certificate of      
Correction.                                                                     

IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these              
presents to be signed in its name and on its behalf by its Chairman and         
its corporate seal to be hereunto affixed and attested by its Secretary,        
and the said officers of the Corporation further acknowledge                    

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said instrument to be the corporate act of the Corporation and state under the  
penalties of perjury that to the best of their knowledge, information and       
belief the matters and facts therein set forth with respect to approval are     
true in all material respects, all on June 26, 1995.                            

                                         REPUBLIC NEW YORK CORPORATION

                                      By:  /s/  Walter H. Weiner
                                                (Chairman)

Attest:                                                                       

/s/  William F. Rosenblum, Jr.                                        
(Secretary)                                     

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DOMESTIC CORPORATION      

NOTICE OF CHANGE OF PRINCIPAL OFFICE AND RESIDENT AGENT     

State Department of Assessments                                                 
and Taxation                                                                
Baltimore, Maryland                                                             

Pursuant to the provisions of Section 2-108 of the Maryland General   
Corporation Law, the undersigned Maryland corporation hereby notifies the       
State Department of Assessments and Taxation of Maryland:                       

(1)  That under resolution adopted by the Board of Directors of the   
corporation on May 28, 1997, a certified copy of which is filed herewith, the   
resident agent of the corporation in the State of Maryland has been changed to  
CSC-Lawyers Incorporating Service Company whose post office address is 11 East  
Chase Street, Baltimore, Maryland 21202.  The resident agent so designated is   
a corporation of the State of Maryland.                                         

(2)  That under resolution adopted by the Board of Directors of the   
corporation on May 28, 1997, a certified copy of which is filed herewith, the   
principal office of the corporation in the State of Maryland has been changed   
from 32 SOUTH STREET, BALTIMORE, Maryland to 11 East Chase Street, c/o CSC-     
Lawyers Incorporating Service Company, Baltimore, Maryland 21202.               

                                       REPUBLIC NEW YORK CORPORATION

                                     By   /s/ Patricia J. Howard
                                            (Vice) President

Dated:  June 25, 1997                                                           

  The undersigned, being the duly elected and acting Secretary of REPUBLIC
NEW YORK CORPORATION, hereby certifies that at a meeting of the Board of        
Directors duly called and held on May 28, 1997, the following resolutions were  
duly adopted and are now in full force and effect:                              

  "RESOLVED, that CSC-Lawyers Incorporating Service Company, 11 East Chase
Street, Baltimore, Maryland 21202 be and it hereby is designated as   
Resident Agent of the corporation in lieu of THE CORPORATION TRUST    
   INCORPORATED and that the proper officer of the corporation is authorized
to file a Notice to that effect.                                      

FURTHER RESOLVED, that the principal office of the corporation in the 
State of Maryland be and it is hereby changed to 11 East Chase Street,
  c/o CSC-Lawyers Incorporating Service Company, Baltimore, Maryland 21202
and that the proper office of the corporation is authorized to file a 
Notice to that effect."                                               

Signed under the penalties of perjury this 25th day of June, 1997.    

                                               /s/ William F. Rosenblum, Jr.
                                                 Secretary

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REPUBLIC NEW YORK CORPORATION   

ARTICLES SUPPLEMENTARY    

REPUBLIC NEW YORK CORPORATION, a Maryland corporation having its principal      
Maryland office in the City of Baltimore, State of Maryland (hereinafter        
called the "Corporation"), hereby certifies to the State Department of          
Assessments and Taxation of Maryland that:                                      

FIRST:  Pursuant to authority expressly vested in the Board of Directors of     
the Corporation by Article FIFTH of the Charter of the Corporation, the Board   
of Directors has authorized the classification of 3,000,000 of the 15,497,250   
shares of Preferred Stock (the "Preferred Stock") which the Corporation now     
has authority to issue into a series designated the $2.8575 Cumulative          
Preferred Stock, and has provided for the issuance of such series.              

SECOND:  The number of shares and terms of the $2.8575 Cumulative Preferred     
Stock, as set by the Finance Committee of the Board of Directors pursuant to    
authority duly delegated by the Board of Directors are as follows:              

1.  $2.8575 Cumulative Preferred Stock.  3,000,000 shares of Preferred
Stock of the Corporation, without par value, are hereby constituted as the      
original number of shares of a series of Preferred Stock designated as $2.8575  
Cumulative Preferred Stock (the "$2.8575 Cumulative Preferred Stock").  The     
$2.8575 Cumulative Preferred Stock is issuable in whole shares only.  The       
$2.8575 Cumulative Preferred Stock shall be of a stated value of $50 per share  
(the "Stated Value").  The term "Charter" when used herein shall include the    
Articles of Incorporation, as amended, restated and supplemented.               

2.  Dividends.  The holders of the $2.8575 Cumulative Preferred Stock 
shall be entitled to receive, but only when and as declared by the Board of     
Directors out of funds legally available for the purpose, cash dividends at     
the rate of $2.8575 per share per annum, and no more, payable quarterly on the  
first day of January, April, July and October of each year, with the first      
such dividend being payable January 1, 1998 (each a "dividend payment date").   
Such dividends shall be payable from, and shall be cumulative from, the date    
of original issue of each share.  Dividends will be payable, in arrears, to     
holders of record as they appear on the stock transfer records of the           
Corporation on March 15, June 15, September 15 and December 15 immediately      
preceding the relevant dividend payment date or if such day is not a business   
day, the next preceding business day.  The amount of dividends payable per      
share for each full dividend period shall be computed by dividing by four the   
$2.8575 annual rate.  The amount of dividends payable for any dividend period   
or any period, either shorter or longer than a full dividend period shall be    
calculated on the basis of a 360-day year of twelve 30-day months and the       
actual number of days elapsed in the dividend period for which dividends are    
payable.                                                                        

The Corporation shall not declare or pay or set apart for payment and 
dividends on any series of its Preferred Stock ranking, as to dividends, on a   
parity with or junior to the$2.8575 Cumulative Preferred Stock unless full      
cumulative dividends have been or contemporaneously are declared and paid or    
declared and a sum sufficient for the payment thereof set apart for such        
payment on the $2.8575 Cumulative Preferred Stock for all dividend periods      
terminating on or prior to the date of payment of any such dividends on such    
other series of Preferred Stock of the Corporation.   When dividends are not    
paid in full upon the $2.8575 Cumulative Preferred Stock and any other shares   
of Preferred Stock of the Corporation ranking on parity as to dividends with    
the $2.8575 Cumulative Preferred Stock, all dividends declared upon the         
$2.8575 Cumulative Preferred Stock and any other Preferred Stock of the         
Corporation ranking on parity as to dividends with the $2.8575 Cumulative       
Preferred Stock shall be declared pro rata so that the amount of dividends      
declared per share on the $2.8575 Cumulative Preferred Stock and such other     
shares shall in all cases bear to each other the same ratio that the accrued    
dividends per share on the $2.8575 Cumulative Preferred Stock and such other    
Preferred Stock bear to each other.  Except as set forth in the preceding       
sentence, unless full dividends on the cumulative Preferred Stock of any        
series have been declared and paid or set apart for payment for all past        
dividend periods and full dividends for the then-current dividend period on     
any outstanding noncumulative Preferred Stock of any series have been declared  
and paid or declared and a sum sufficient for the payment thereof set apart     
for such payment, no dividends (other than in Common Stock of the Corporation   
or other shares of the Corporation ranking junior to the $2.8575 Cumulative     
Preferred Stock as to dividends and upon liquidation) shall be declared or      
paid or set aside for payment, nor shall any other distribution be made, on     
the Common Stock of the Corporation or any other shares of the Corporation      
ranking on a parity with or junior to the $2.8575 Cumulative Preferred Stock    
as to dividends or upon liquidation.  Unless full dividends on the cumulative   
Preferred Stock of any series have been declared and paid or set apart for      
payment for all past dividend periods and full dividends for the then-current   
dividend period on the noncumulative Preferred Stock of any series have been    
declared and a sum sufficient for the payment thereof set apart for such        
payment, no Common Stock or any other shares of the Corporation ranking on a    
parity with or junior to the $2.8575 Cumulative Preferred Stock as to           
dividends or upon liquidation, shall be redeemed, purchased or otherwise        
acquired for any consideration (or any moneys be paid or made available for a   
sinking fund for the redemption of any such shares) by the Corporation or any   
subsidiary of the Corporation   except by conversion into or exchange for       
shares of the Corporation ranking junior to the $2.8575 Cumulative Preferred    
Stock as to dividends and upon liquidation ; provided, however, that any        
moneys set aside in trust as a sinking fund payment for any series of           
Preferred Stock pursuant to the resolutions providing for the issue of shares   
of such series may thereafter be applied to the purchase or redemption of       
Preferred Stock of such series whether or not at the time of such application   
full cumulative dividends upon the outstanding $2.8575 Cumulative Preferred     
Stock shall have been paid or declared and set apart for payment.               

If, prior to 18 months after the date of the original issuance of     
the $2.8575 Cumulative Preferred Stock, one or more amendments to the           
Internal Revenue Code of 1986, as amended (the  Code ), are enacted that        
reduce the percentage of the dividends-received deduction (currently 70%)       
as specified in section 243(a)(1) of the Code or any                            

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successor provision (the  Dividends-Received Percentage ) with respect to       
dividends payable on the $2.8575 Cumulative Preferred Stock, certain            
adjustments may be made in respect of the dividends payable by the              
Corporation, and Post Declaration Date Dividends and Retroactive Dividends (as  
such terms are defined below) may become payable, as described below.           

The amount of each dividend payable (if declared) per share of $2.8575
Cumulative Preferred Stock for dividend payments made on or after the           
effective date of such change in the Code will be adjusted by multiplying the   
amount of the dividend payable described above (before adjustment) by the       
following fraction (the  DRD Formula ), and rounding the result to the nearest  
cent (with one-half cent rounded up):                                           

1 - .35 (1 - .70)     
1 - .35 (1 - DRP)     

 For the purposes of the DRD Formula,  DRP  means the Dividends-Received
Percentage (expressed as a decimal) applicable to the dividend in question;     
provided, however, that if the Dividends-Received Percentage applicable to the  
dividend in question shall be less than 50%, then the DRP shall equal .50.  No  
amendment to the Code, other than a change in the percentage of the dividends-  
received deduction set forth in section 243(a)(1) of the Code or any successor  
provision thereto, will give rise to an adjustment.  Notwithstanding the        
foregoing provisions, if, with respect to any such amendment, the Corporation   
receives either an unqualified opinion of nationally recognized independent     
tax counsel selected by the Corporation or a private letter ruling or similar   
form of authorization from the Internal Revenue Service ( IRS ) to the effect   
that such amendment does not apply to a dividend payable on the $2.8575         
Cumulative Preferred Stock, then such amendment will not result in the          
adjustment provided for pursuant to the DRD Formula with respect to such        
dividend.  The opinion referenced in the previous sentence shall be based upon  
the legislation amending or establishing the DRP or upon a published            
pronouncement of the IRS addressing such legislation.  Unless the context       
otherwise requires, references to dividends in these Articles Supplementary     
mean dividends as adjusted by the DRD Formula.  The Corporation's calculation   
of the dividends payable, as so adjusted and as certified accurate as to        
calculation and reasonable as to method by the independent certified public     
accountants then regularly engaged by the Corporation, shall be final and not   
subject to review absent manifest error.                                        

Notwithstanding the foregoing, if any such amendment to the Code is   
enacted after the dividend payable on a dividend payment date has been          
declared and such amendment is applicable to such dividend, the amount of the   
dividend payable on such dividend payment date will not be increased; instead,  
additional dividends  (the  Post Declaration Date Dividends ) equal to the      
amount, if any, by which (x) the product of the dividend paid by the            
Corporation on such dividend payment date and the DRD Formula (where the DRP    
used in the DRD Formula would be equal to the greater of the Dividend-Received  
Percentage applicable to the dividend in question and .50) is greater than (y)  
the dividend paid by the Corporation on such dividend payment date, will be     
payable (if declared) to holders of $2.8575 Cumulative Preferred Stock on the   
record date applicable to the next succeeding dividend payment date or, if the  
$2.8575 Cumulative Preferred Stock is called for redemption prior to such       
dividend payment date, to the holders of $2.28575 Cumulative Preferred Stock    
on the applicable redemption date, as the case may be, and will be paid on      
such dividend payment date or such redemption date, as the case may be, in      
addition to any other amounts payable on such date.                             

If any such amendment to the Code is enacted and the reduction in the 
Dividends-Received Percentage retroactively applies to a dividend payment date  
as to which the Corporation previously paid dividends on the $2.8575            
Cumulative Preferred Stock (each, an  Affected Dividend Payment Date ), the     
Corporation will pay (if declared) additional dividends (the  Retroactive       
Dividends ) to holders of $2.8575 Cumulative Preferred Stock on the record      
date applicable to the next succeeding dividend payment date (or, if such       
amendment is enacted after the dividend payable on such dividend payment date   
has been declared, to holders of $2.8575 Cumulative Preferred Stock on the      
record date following the date of enactment) or, if the $2.8575 Cumulative      
Preferred Stock is called for redemption prior to such record date, to holders  
of $2.8575 Cumulative Preferred Stock on the applicable redemption date, as     
the case may be, and will be paid on such dividend payment date or such         
redemption date, as the case may be, in an amount equal to the amount, if any   
by which (x) the product of the sum of the dividends paid by the Corporation    
on each Affected Dividend Payment Date and the DRD Formula (where the DRP used  
in the DRD Formula would be equal to the greater of the Dividends-Received      
Percentage and .50 applied to each Affected Dividend Payment Date) is greater   
than (y) the sum of the dividends paid by the Corporation on each Affected      
Dividend Payment Date.  The Corporation will only make one payment of           
Retroactive Dividends for any such amendment.  Notwithstanding the foregoing    
provisions, if, with respect to any such amendment, the Corporation receives    
either an unqualified opinion of nationally recognized independent tax counsel  
selected by the Corporation or a private letter ruling or similar form of       
authorization from the IRS to the effect that such amendment does not apply to  
a dividend payable on an Affected Dividend Payment Date for the $2.8575         
Cumulative Preferred Stock, then such amendment will not result in the payment  
of Retroactive Dividends with respect to such Affected Dividend Payment Date.   
The opinion referenced in the previous sentence shall be based upon the         
legislation amending or establishing the DRP or upon a published pronouncement  
of the IRS addressing such legislation.                                         

   Notwithstanding  the foregoing, no adjustment in the dividends payable by
the Corporation shall be made, and no Post Declaration Date Dividends or        
Retroactive Dividends shall be payable by the Corporation, in respect of the    
enactment of any amendment to the Code 18 months or more after the date of      
original issuance of the $2.8575 Cumulative Preferred Stock that reduces the    
Dividends-Received Percentage.                                                  

In the event that the amount of dividends payable per share of the    
$2.8575 Cumulative Preferred Stock is adjusted                                  

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pursuant to the DRD Formula and/or Post Declaration Date Dividends or           
Retroactive Dividends are to be paid, the Corporation will give notice of each  
such adjustment and, if applicable, any Post Declaration Date Dividends and     
Retroactive Dividends to the affected holders of $2.8575 Cumulative Preferred   
Stock.                                                                          

3.  Voting Rights.  (i)  Holders of the $2.8575 Cumulative Preferred  
Stock, shall have no voting rights, either general or special, except as        
expressly required by applicable law, the Charter and as specified in this      
paragraph 3.                                                                    

  (ii)  Whenever, at any time or times, dividends payable on the
shares of $2.8575 Cumulative Preferred Stock shall be in arrears for six        
consecutive calendar quarters, then at the next annual meeting of stockholders  
and at any annual meeting thereafter and at any meeting called for the          
election of directors, until all dividends accumulated on the $2.8575           
Cumulative Preferred Stock have been paid or declared and a sum sufficient for  
payment has been set aside, the holders of the $2.8575 Cumulative Preferred     
Stock, either alone or together with the holders of one or more other series    
of cumulative Preferred Stock at the time outstanding which are granted such    
voting rights, voting as a class, shall be entitled, to the exclusion of the    
holders of one or more other series or classes of stock having general voting   
rights, to vote for and elect two additional members of the Board of Directors  
of the Corporation, and the holders of Common Stock together with the holders   
of any series or class or classes of stock of the Corporation having general    
voting rights and not then entitled to elect two members of the Board of        
Directors pursuant to this paragraph 3 to the exclusion of the holders of all   
series then so entitled, shall be entitled to vote and elect the balance of     
the Board of Directors.  In such case, the Board of Directors of the            
Corporation shall, as of the date of the annual meeting of stockholders or at   
any meeting called for the election of directors aforesaid, be increased by     
two directors. The rights of the holders of the $2.8575 Cumulative Preferred    
Stock to participate (either alone or together with the holders of one or more  
other series of cumulative Preferred Stock at the time outstanding which are    
granted such voting rights) in the exclusive election of two members of the     
Board of Directors of the Corporation pursuant to this paragraph 3 shall        
continue in effect until cumulative dividends have been paid in full or         
declared and a sum sufficient has been set apart for payment on the $2.8575     
Cumulative Preferred Stock.  At elections for such directors, each holder of    
$2.8575 Cumulative Preferred Stock shall be entitled to one vote for each       
share of $2.8575 Cumulative Preferred Stock held of record on the record date   
established for the meeting.  The holders of $2.8575 Cumulative Preferred       
Stock shall have no right to cumulate such shares in voting for the election    
of directors.  At the annual meeting of stockholders next following the         
termination (by reason of the payment of all accumulated and defaulted          
dividends on such stock or provision for the payment thereof by declaration     
and setting apart thereof) of the exclusive voting power  of the holders of     
$2.8575 Cumulative Preferred Stock pursuant to this paragraph 3, and the        
holders of all other cumulative series which shall have been entitled to vote   
for and elect such two members of the Board of Directors of the Corporation,    
the terms of office of all persons who may have been elected directors of the   
Corporation by vote of such holders shall terminate and the two vacancies       
created pursuant to this paragraph 3 to accommodate the exclusive right of      
election conferred hereunder shall thereupon be eliminated and the Board of     
Directors shall be decreased by two directors.                                  

      (iii)  So long as any shares of $2.8575 Cumulative Preferred Stock
remain outstanding, the affirmative vote of the holders of at least two-thirds  
of the shares of all the series of cumulative Preferred Stock, outstanding at   
the time (voting separately as one class) given in person or by proxy, at any   
special or annual meeting called for the purpose, shall be necessary to         
permit, effect or validate any one or more of the following:                    

        (a)  The authorization, creation or issuance, or any increase in the
authorized or issued amount, of any class or series of stock
        (including any class or series of Preferred Stock) ranking prior (as
    set forth in paragraph 4(a)) to the $2.8575 Cumulative Preferred
Stock, or                                                   

        (b)  The authorization, creation or issuance, or any increase in the
authorized or issued amount, of any class or series of stock
       (including any class or series of Preferred Stock) which ranks on a
       parity (as set forth in paragraph 4(b)) with the $2.8575 Cumulative
Preferred Stock, unless the Articles Supplementary or other 
   provisions of the Charter creating or authorizing such class or
    series shall provide that if in any case the stated dividends or
    amounts payable on liquidation, dissolution or winding up of the
        Corporation are not paid in full on the $2.8575 Cumulative Preferred
      Stock and all outstanding shares of stock ranking on a parity with
   the $2.8575 Cumulative Preferred Stock, (the $2.8575 Cumulative
 Preferred Stock, and all such other stock being herein called
       "Parity Stock"), the shares of all Parity Stock shall share ratably
        (x) in the payment of dividends, including accumulations (if any) in
       accordance with the sums which would be payable on all Parity Stock
       if all dividends in respect of all shares of Parity Stock were paid
   in full and (y) on any distribution of assets upon liquidation,
       dissolution or winding up of the Corporation in accordance with the
        sums which would be payable in respect of all shares of Parity Stock
if all sums payable were discharged in full, or             

(c)  The amendment, alteration or repeal, whether by merger,
       consolidation or otherwise, of any of the provisions of the Charter
     of the Corporation, including these Articles Supplementary, which
would materially and adversely affect any right, preference,
        privilege or voting power of the $2.8575 Cumulative Preferred Stock,
      or of the holders thereof; provided, however, that any increase in
        the amount of authorized Preferred Stock or the Corporation's Series
       A and Series B Dutch Auction Rate Transferable Securities Preferred
      Stock, the Money Market Cumulative Preferred Stock, the Adjustable
     Rate Cumulative Preferred Stock, Series D, the $1.8125 Cumulative
   Preferred Stock, the $2.8575 Cumulative Preferred Stock, or any
        other capital stock of the Corporation, or the creation and issuance
       of other series of Preferred Stock, including convertible Preferred
      Stock, or any other capital stock of the Corporation, in each case
ranking on a parity with or junior to the $2.8575 Cumulative
    Preferred Stock with respect to the payment of dividends and the
      distribution of assets upon liquidation, dissolution or winding up
    of the Corporation, shall not be deemed to affect materially and
    adversely such rights, preferences, privileges or voting powers.

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      (iv)  So long as any shares of  $2.8575 Cumulative Preferred Stock
remain outstanding and notwithstanding any provision of the Charter of the      
Corporation requiring a greater percentage, the Corporation shall not, without  
the affirmative vote of the holders of at least a majority of the votes of all  
Parity Stock entitled to vote outstanding at the time, given in person or by    
proxy, by resolution duly adopted at a meeting at which a quorum was present    
and acting and at which the holders of $2.8575 Cumulative Preferred Stock       
(alone or together with the holders of one or more other series of Parity       
Stock at the time outstanding and entitled to vote) vote separately as a        
class, (a) directly or indirectly, sell, transfer or otherwise dispose of, or   
permit Republic National Bank of New York (the "Bank") or any other subsidiary  
of the Corporation, to issue, sell, transfer or otherwise dispose of any        
shares of voting stock of the Bank, or securities convertible into or options,  
warrants or rights to acquire voting stock of the Bank, unless after giving     
effect to any such transaction the Bank remains a Controlled Subsidiary (as     
hereinafter defined) of the Corporation or of a Qualified Successor Company     
(as hereinafter defined); (b) merge or consolidate with, or convey              
substantially all of its assets, to any person or corporation unless the        
entity surviving such merger or consolidation or the transferee of such assets  
is the Corporation or a Qualified Successor Company; or (c) permit the Bank to  
merge, consolidate with, or convey substantially all of its assets to, any      
person or corporation unless the entity surviving such merger or consolidation  
or the transferee of such assets is a Controlled Subsidiary of the Corporation  
or of a Qualified Successor Company, except in any of the foregoing cases as    
required to comply with applicable law, including, without limitation, any      
court or regulatory order.  The term "Qualified Successor Company" shall mean   
a corporation (or other similar organization or entity whether organized under  
or pursuant to the laws of the United States or any state thereof or of         
another jurisdiction) which (a) is or is required to be a registered bank       
holding company under the United States Bank Holding Company Act of 1956, as    
amended, or any successor legislation, (b) issues to the holders of the         
$2.8575 Cumulative Preferred Stock, in exchange for the $2.8575 Cumulative      
Preferred Stock, shares of preferred stock having at least the same relative    
rights and preferences as the $2.8575 Cumulative Preferred Stock, (the          
"Exchanged Stock"), (c) immediately after such transaction has not outstanding  
or authorized any class of stock or equity securities ranking prior to the      
Exchanged Stock with respect to the payment of dividends or the distribution    
of assets upon liquidation, dissolution or winding up of the Corporation, and   
(d) holds, as a Controlled Subsidiary or Subsidiaries, either the Bank or one   
or more other banking corporations which, collectively, immediately after such  
transaction hold substantially all of the assets and liabilities which the      
Bank held immediately prior to such transaction (which may be in addition to    
other assets and liabilities acquired in such transaction).  "Controlled        
Subsidiary" shall mean any corporation at least 80% of the outstanding shares   
of voting stock of which shall at the time be owned directly or indirectly by   
the Corporation or a Qualified Successor Company.  In connection with the       
exercise of the voting rights contained in this paragraph 3(iv), holders of     
all series of Parity Stock which are granted such voting rights shall vote as   
a class, and each holder of $2.8575 Cumulative Preferred Stock shall have one   
vote for each share of stock held, and each other series shall have such        
number of votes, if any, for each share of stock held as may be granted them.   

The foregoing voting provisions shall not apply as to any shares of   
$2.8575 Cumulative Preferred Stock if, at or prior to the time when the act     
with respect to which such vote would otherwise be required shall be effected,  
all outstanding shares of $2.8575 Cumulative Preferred Stock shall have been    
redeemed or sufficient funds shall have been deposited in trust in accordance   
with paragraph 5 to effect such redemption.                                     

   4.  Rank.  For the purposes of these Articles Supplementary, any class or
classes of stock of the Corporation shall be deemed to rank:                    

(a)  prior to the $2.8575 Cumulative Preferred Stock, as to 
dividends or as to distribution of assets upon liquidation, 
        dissolution or winding up of the Corporation, if the holders of such
     class 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 the $2.8575
Cumulative Preferred Stock;                                 

       (b)  on a parity with the $2.8575 Cumulative Preferred Stock, as to
dividends or as to distribution of assets upon liquidation, 
    dissolution or winding up of the Corporation, whether or not the
        dividend rates, dividend payment dates, or redemption or liquidation
       preference per share thereof be different from those of the $2.8575
     Cumulative Preferred Stock, if the holders of such class of stock
       and the $2.8575 Cumulative 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 rates                             

      or liquidation preference, without preference or priority one over
the other; and                                              

       (c)  junior to the $2.8575 Cumulative Preferred Stock, either as to
dividends or as to distribution of assets upon liquidation, 
        dissolution or winding up of the Corporation, or both, if such class
     shall be Common Stock or if the holders of the $2.8575 Cumulative
       Preferred Stock shall be entitled to the receipt of dividends or of
        amounts distributable upon liquidation, dissolution or winding up of
     the Corporation, as the case may be, in preference or priority to
the holders of stock of such class or classes.              

  The $2.8575 Cumulative Preferred Stock shall rank prior, as to dividends
and upon liquidation, dissolution or winding up, to the Common Stock and on a   
parity with the Corporation's Series A and Series B Dutch Auction Rate          
Transferable Securities Preferred Stock, the Money Market Cumulative Preferred  
Stock, the Adjustable Rate Cumulative Preferred Stock, Series D and the         
$1.8125 Cumulative Preferred Stock.                                             

  5.  Optional Redemption.  The shares of the $2.8575 Cumulative Preferred
Stock, may be redeemed on or after October 1, 2007, at the option of the        
Corporation, for cash, on at least 30 but not more than 60 days' notice at any  
time or from time to time, as a whole or in part, at $50 per share, plus, in    
each case, dividends accrued and accumulated but unpaid to the redemption       
date.  The $2.8575 Cumulative Preferred Stock, will not be subject to any       
sinking fund or other obligation of the Corporation to purchase or redeem the   
$2.8575 Cumulative Preferred Stock.                                             

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 Any such redemption may be effected only with the prior approval of the
Board of Governors of the Federal Reserve System (unless at such time it is     
determined that such approval is not required).                                 
  If fewer than all outstanding shares of the $2.8575 Cumulative Preferred
Stock, are to be redeemed, the number of shares to be redeemed will be          
determined by the Board of Directors of the Corporation and such shares will    
be redeemed pro rata from the holders of record of such shares in proportion    
to the number of such shares held by such holders (with adjustments to avoid    
the redemption of fractional shares) or by lot in a manner determined by the    
Board of Directors of the Corporation.                                          

Notwithstanding the foregoing, if any dividends, including any        
accumulation on the $2.8575 Cumulative Preferred Stock, are in arrears, no      
$2.8575 Cumulative Preferred Stock shall be redeemed unless all outstanding     
$2.8575 Cumulative Preferred Stock is simultaneously redeemed, and the          
Corporation shall not purchase or otherwise acquire any $2.8575 Cumulative      
Preferred Stock; provided, however, that the foregoing shall not prevent the    
purchase or acquisition of $2.8575 Cumulative Preferred Stock pursuant to a     
purchase or exchange offer so long as such offer is made on the same terms to   
all holders of the $2.8575 Cumulative Preferred Stock.                          

Notice of redemption shall be given by mailing the same to each record
holder of the $2.8575 Cumulative Preferred Stock not less than 30 nor more      
than 60 days prior to the date fixed for redemption thereof, at the address of  
such holder as the same shall appear on the stock books of the Corporation.     
Each notice shall state:  (i) the redemption date; (ii) the number of shares    
of $2.8575 Cumulative Preferred Stock to be redeemed; (iii) the redemption      
price; (iv) the place or places where certificates for such shares of $2.8575   
Cumulative Preferred Stock are to be surrendered for payment of the redemption  
price; (v) that dividends on the shares to be redeemed will cease to accrue on  
such redemption date; and (vi) the date upon which the holders' exchange        
rights, if any, as to such shares, shall terminate.  If fewer than all the      
shares of the $2.8575 Cumulative Preferred Stock are to be redeemed, the        
notice mailed to each such holder thereof shall also specify the number of      
shares of $2.8575 Cumulative Preferred Stock to be redeemed from each such      
holder.                                                                         

   If notice of redemption of any shares of the $2.8575 Cumulative Preferred
Stock has been given and if the funds necessary for such redemption have been   
set aside by the Corporation separate and apart from its other funds, in trust  
for the pro rata benefit of the holders of any shares of $2.8575 Cumulative     
Preferred Stock so called for redemption, from and after the redemption date    
for such shares, dividends on such shares shall cease to accrue and such        
shares shall no longer be deemed to be outstanding, and all rights of the       
holders thereof as stockholders of the Corporation (except the right to         
receive the redemption price) shall cease.  Upon surrender, in accordance with  
such notice, of the certificates representing any such shares (properly         
endorsed or assigned for transfer, if the Board of Directors of the             
Corporation shall so require and the notice shall so state), the redemption     
price set forth above shall be paid out of the funds provided by the            
Corporation.  If fewer than all shares represented by any such certificate are  
redeemed, a new certificate shall be issued representing the unredeemed shares  
without cost to the holder thereof.  Subject to applicable escheat laws, any    
moneys so set aside by the Corporation and unclaimed at the end of 90 days      
from the redemption date shall revert to the general funds of the Corporation,  
after which reversion the holders of such shares so called for redemption       
shall look only to the general funds of the Corporation for the payment of the  
amounts payable upon such redemption.  Any interest accrued on funds so         
deposited shall be paid to the Corporation from time to time.                   

   6.  Liquidation.  (i)  Upon any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the holders of the $2.8575   
Cumulative Preferred Stock shall be entitled, whether from capital or surplus,  
before any assets of the Corporation shall be distributed among or paid over    
to holders of Common Stock or any other class or series of stock of the         
Corporation junior to the $2.8575 Cumulative Preferred Stock, as to preference  
in respect to liquidation, dissolution or winding up, to be paid the amount of  
$50 per share (the "liquidation preference") of the $2.8575 Cumulative          
Preferred Stock, plus an amount equal to all accrued and                        

unpaid dividends thereon (whether or not earned or declared) to and including   
the date of final distribution.  The holders of the  $2.8575 Cumulative         
Preferred Stock will not be entitled to receive the liquidation preference      
until the liquidation preference of any other class of stock of the             
Corporation ranking senior to the  $2.8575 Cumulative Preferred Stock, as to    
rights upon liquidation, dissolution or winding up shall have been paid (or a   
sum set aside therefor sufficient to provide for payment) in full.  After any   
such liquidation preference payment, the holders of the $2.8575 Cumulative      
Preferred Stock shall not be entitled to any further participation in any       
distribution of assets of the Corporation.                                      

     (ii)  If, upon any such liquidation, dissolution or winding up of
the Corporation, the assets of the Corporation shall be insufficient to make    
such full payments to the holders of the $2.8575 Cumulative Preferred Stock     
and the holders of any Preferred Stock ranking as to liquidation, dissolution   
or winding up on a parity with the $2.8575 Cumulative Preferred Stock, then     
such assets shall be distributed among the holders of the $2.8575 Cumulative    
Preferred Stock and holders of such other Preferred Stock, ratably in           
accordance with the respective amounts which would be payable on such shares    
of $2.8575 Cumulative Preferred Stock and any other such Preferred Stock if     
all amounts thereon were paid in full.                                          

   (iii)  Neither the sale, lease or exchange (for cash, shares of
stock, securities or other consideration) of all or substantially all of the    
property and assets of the Corporation, nor the merger or consolidation of any  
other corporation into or with the Corporation nor a reorganization of the      
Corporation, shall be deemed to be a liquidation, dissolution or winding up of  
the Corporation.                                                                

7.  Parity Stock.  So long as any shares of $2.8575 Cumulative        
Preferred Stock shall remain outstanding, in case                               

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the stated dividends or amounts payable on liquidation, dissolution or winding  
up of the Corporation are not paid in full with respect to all outstanding      
shares of Parity Stock, all such shares shall share ratably (x) in the payment  
of dividends, including accumulations (if any) in accordance with the sums      
which would be payable in respect of all outstanding shares of Parity Stock if  
all dividends were paid in full and (y) in any distribution of assets upon      
liquidation, dissolution or winding up of the Corporation, in accordance with   
the sums which would be payable in respect of all outstanding Parity Stock if   
all sums payable were discharged in full.                                       

8.  Certain Definitions.  (i)  The term "outstanding", when used in   
reference to shares of stock, shall mean issued shares, excluding shares        
reacquired by the Corporation.                                                  

   (ii)  The amount of dividends "accrued" on any share of $2.8575
Cumulative Preferred Stock, as at any quarterly dividend payment date, shall    
be deemed to be the amount of any unpaid dividends accumulated thereon to and   
including the end of the day preceding such quarterly dividend payment date,    
whether or not earned or declared; and the amount of dividends "accrued" on     
any share of $2.8575 Cumulative Preferred Stock, as at any date other than a    
quarterly dividend payment date, shall be calculated as the amount of any       
unpaid dividends accumulated thereon to and including the end of the day        
preceding the last preceding quarterly dividend payment date, whether or not    
earned or declared, plus an amount equivalent to dividends on the liquidation   
preference of such share at the annual dividend rate fixed for such share for   
the period after the end of the day preceding such last preceding quarterly     
dividend payment date to and including the date as of which the calculation is  
made, calculated in accordance with the provisions of paragraph 2.              

  9.  Exclusion of Other Rights.  Unless otherwise required by law, shares
of the $2.8575 Cumulative Preferred Stock shall not have any rights, including  
preemptive rights, or preferences other than those specifically set forth       
herein, in the Charter or as provided by applicable law.                        

   10.  Notice.  All notices or communications unless otherwise specified in
the Bylaws of the Corporation or these Articles Supplementary 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.                 

11.  Interpretation or Adjustment By Board of Directors.  The Board of
Directors of the Corporation may, consistent with Maryland law, interpret or    
adjust the provisions of these Articles Supplementary to resolve any            
inconsistency or ambiguity, remedy any formal defect or make any other change   
or modification which does not adversely affect the rights of beneficial        
owners of the $2.8575 Cumulative Preferred Stock, and if such inconsistency or  
ambiguity reflects any typographical error, error in transcription or other     
error, the Board of Directors may authorize the filing of a Certificate of      
Correction.                                                                     

IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these presents to  
be signed in its name and on its behalf by its Senior Vice President and its    
corporate seal to be hereunto affixed and attested by its Assistant Secretary,  
and the said officers of the Corporation further acknowledge said instrument    
to be the corporate act of the Corporation and state under the penalties of     
perjury that to the best of their knowledge, information and belief the         
matters and facts therein set forth with respect to approval are true in all    
material respects, all on September 23, 1997.                                   

                       REPUBLIC NEW YORK CORPORATION

                   By:  /s/ Stephen J. Saali
                         (Senior Vice President)

Attest:                                                                         

/s/ Kathleen Johnson                                                  
(Assistant Secretary)                                                 

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REPUBLIC NEW YORK CORPORATION         

ARTICLES SUPPLEMENTARY          

REPUBLIC NEW YORK CORPORATION, a Maryland corporation having its      
principal Maryland office in the City of Baltimore, State of Maryland           
(hereinafter called the "Corporation"), hereby certifies to the State           
Department of Assessments and Taxation of Maryland (the "Department") that:     

FIRST:  The Board of Directors of the Corporation has redeemed 1,000
shares of the Republic New York Corporation Remarketed Preferred Stock, no par  
value, of the Corporation ("Remarketed Preferred"), which by the terms of the   
Company's Charter may not be reissued.  Currently, there are no outstanding     
shares of Remarketed Preferred.                                                 

SECOND:  The terms of the 2,000,000 shares $2.125 Cumulative Preferred
Stock, no par value, of the Company contained in Article SECOND, paragraph 5    
of the Articles Supplementary dated October 6, 1977 and filed with the          
Department on October 11, 1977, in part, are as follows:                        

           "At he option of the Corporation, shares of [$2.125
        Cumulative Preferred Stock] redeemed or otherwise acquired
          (including sinking fund acquisitions) may be restored to the
           status of authorized but unissued shares of Preferred Stock."

  All of the issued shares of the $2.125 Cumulative Preferred Stock having
been since redeemed, purchased or otherwise acquired by the Corporation, the    
Board of Directors has reclassified, and has approved the filing of these       
Articles Supplementary to confirm reclassification of, such shares (together    
with any unissued shares of the $2.125 Cumulative Preferred Stock) back into    
2,000,000 shares Preferred Stock, no par value.                                 

THIRD: The terms of the 1,000,000 shares $3.125 Cumulative Preferred  
Stock, no par value, of the Company contained in Article SECOND, paragraph 5    
of the Articles Supplementary dated September 5, 1980 and filed with the        
Department on September 9, 1980, in part, are as follows:                       

           "At he option of the Corporation, shares of [$3.125
            Cumulative Preferred Stock] redeemed or otherwise acquired may
            be restored to the status of authorized but unissued shares of
Preferred Stock."                                 

All of the issued shares of the $3.125 Cumulative Preferred Stock having been   
since redeemed, purchased or otherwise acquired by the Corporation, the Board   
of Directors has reclassified, and has approved the filing of these Articles    
Supplementary to confirm reclassification of, such shares (together with any    
unissued shares of the $3.125 Cumulative Preferred Stock) back into 1,000,000   
shares Preferred Stock, no par value.                                           

FOURTH: The terms of the 1,500,000 shares Cumulative Preferred Stock  
Floating Rate Series A, no par value, of the Company contained in Article       
SECOND, paragraph 6 of the Articles Supplementary dated May 14, 1982 and filed  
with the Department on May 14, 1982, in part, are as follows:                   

                 "At he option of the Corporation, shares of Floating Rate
            Series A Stock redeemed or otherwise acquired, may be restored
          to the status of authorized but unissued shares of Preferred
Stock."                                           

All of the issued shares of the Cumulative Preferred Stock, Floating Rate       
Series A having been since redeemed, purchased or otherwise acquired by the     
Corporation, the Board of Directors has reclassified, and has approved the      
filing of these Articles Supplementary to confirm reclassification of, such     
shares (together with any unissued shares of the Cumulative Preferred Stock     
Floating Rate Series A) back into 1,500,000 shares Preferred Stock, no par      
value.                                                                          

FIFTH: The terms of the 1,000,000 shares Cumulative Preferred Stock,  
Floating Rate Series B, no par value, of the Company contained in Article       
SECOND, paragraph 6 of the Articles Supplementary dated March 7, 1984 and       
filed with the Department on March 9, 1984, in part, are as follows:            

                 "At he option of the Corporation, shares of Floating Rate
            Series B Stock redeemed or otherwise acquired, may be restored
          to the status of authorized but unissued shares of Preferred
Stock."                                           

All of the issued shares of the Cumulative Preferred Stock, Floating Rate       
Series B having been since redeemed, purchased or otherwise acquired by the     
Corporation, the Board of Directors has reclassified, and has approved the      
filing of these Articles Supplementary to confirm reclassification of, such     
shares (together with any unissued shares of the Cumulative Preferred Stock,    
Floating Rate Series B) back into 1,000,000 shares Preferred Stock, no par      
value.                                                                          

SIXTH: The terms of the 4,000,000 shares $1.9375 Cumulative Preferred 
Stock, no par value, of the Company were established in the Articles            
Supplementary dated February 24, 1992 and filed with the Department on          
February 24, 1992.                                                              

All of the issued shares of the $1.9375 Cumulative Preferred Stock, no par      
value, of the Company having been since                                         

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converted, redeemed, purchased or otherwise acquired by the Corporation, the    
Board of Directors has reclassified, and has approved the filing of these       
Articles Supplementary to confirm reclassification of, such shares (together    
with any unissued shares of the $1.9375 Cumulative Preferred Stock) back into   
4,000,000 shares Preferred Stock, no par value.                                 

  SEVENTH: The terms of the 4,000,000 shares $3.375 Cumulative Convertible
Preferred Stock, no par value, of the Company contained in Article SECOND,      
paragraph 3(ix) of the Articles Supplementary dated May 14, 1991 and filed      
with the Department on May 14, 1991, in part as follows:                        

               "Upon any conversion or redemption of shares of [$3.375
            Cumulative].Convertible Preferred Stock, the shares of [$3.375
     Cumulative] Convertible Preferred Stock so converted or
       redeemed shall have the status of authorized and unissued
    shares of Preferred Stock, and the number of shares of
           Preferred Stock which the Corporation shall have authority to
             issue shall not be decreased by the conversion or redemption of
[$3.375 Cumulative] Convertible Preferred Stock." 

All of the issued shares of the $3.375 Cumulative Convertible Preferred Stock,  
no par value, of the Company having been since converted, redeemed, purchased   
or otherwise acquired by the Corporation, the Board of Directors has            
reclassified, and has approved the filing of these Articles Supplementary to    
confirm reclassification of, such shares (together with any unissued shares of  
the $3.375 Cumulative Preferred Stock) back into 4,000,000 shares Preferred     
Stock, no par value.                                                            

  EIGHTH: The terms of the 500 shares of Money Market Cumulative Preferred
Stock, no par value ("MMP"), of the Company contained in Article SECOND, Part   
I, paragraph 1(b) of the Articles Supplementary dated July 17, 1987 and filed   
with the Department on July 22, 1987, in part as follows:                       

       "All shares of MMP redeemed or purchased by the
     Corporation shall be retired and cancelled and shall be
         restored to the status of authorized but unissued shares of
        Preferred Stock, without designation as to series, and may
thereafter by issued, but not as shares of MMP."  

All of the issued shares of the Money Market Cumulative Preferred Stock, no     
par value, of the Company having been since redeemed, purchased or otherwise    
acquired by the Corporation, the Board of Directors has reclassified, and has   
approved the filing of these Articles Supplementary to confirm                  
reclassification of, such shares (together with any unissued shares of the      
Money Market Cumulative Preferred Stock) back into 500 shares Preferred Stock,  
no par value.                                                                   

   NINTH:  As a result of the redemption of the Remarketed Preferred and the
reclassifications described herein, the Corporation s authorized capital stock  
currently consists of the following:                                            

           150,000,000 shares of Common Stock, par value $5.00 per share

       12,497,750 shares of Preferred Stock, no par value (which
        shares of Preferred Stock are not classified as to series)

      625 shares of Dutch Auction Rate Transferable Securities
Preferred Stock, Series A, no pare value          

      625 shares of Dutch Auction Rate Transferable Securities
Preferred Stock, Series B, no pare value          

            1,500,00 shares of Adjustable Rate Cumulative Preferred Stock,
Series D, nor par value                           

            3,000,000 shares of $1.8125 Cumulative Preferred Stock, no par
value                                             

            3,000,000 shares of $2.8575 Cumulative Preferred Stock, no par
value                                             

TENTH:  No amendment to the Charter of the Corporation is effected by 
these Articles Supplementary, the purposes hereof being to record the           
reduction of authorized shares of the Preferred Stock resulting from the        
redemption by the Corporation of it Remarketed Preferred, which by the terms    
of the Company's Charter may not be reissued, and to reclassify or to confirm   
for the record the reclassification of the share of certain series of capital   
stock of the Corporation.                                                       

IN WITNESS WHEREOF, the Corporation has caused these presents to be   
signed in its name and on its behalf by its Executive Vice President and        
witnessed by its Secretary on January 21, 1998.                                 

WITNESS:                                   REPUBLIC NEW YORK CORPORATION        

/s/ William F. Rosenblum. Jr.              By:   /s/ Thomas F. Robards          

William F. Rosenblum, Jr.,                       Thomas F. Robards,             
Secretary                                        Executive Vice President       

THE UNDERSIGNED, Executive Vice President of Republic New York        
Corporation, who executed on behalf of the Corporation Articles Supplementary   
of which this Certificate is made a part, hereby acknowledges in the name and   

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on behalf of said Corporation the foregoing Articles Supplementary to be the    
corporate act of said Corporation and hereby certifies that the matters and     
facts set forth herein with respect to the authorization and approval thereof   
are true in all material respects under the penalties of perjury.               

           /s/ Thomas F. Robards
                                 Thomas F. Robards, Executive Vice President

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REPUBLIC NEW YORK CORPORATION 

ARTICLES SUPPLEMENTARY  

      REPUBLIC NEW YORK CORPORATION, a Maryland corporation (hereinafter
called the  Corporation ) hereby certifies to the State Department of           
Assessments and Taxation of the State of Maryland (the  Department ) that:      

      FIRST:  Pursuant to the authority expressly vested in the Board of
Directors in Article Fifth of the charter of the Corporation, as amended        
through the date hereof, the Board of Directors has classified one hundred      
(100) shares of Preferred Stock of the 12,497,750 shares of Preferred Stock     
without par value which the Corporation now has authority to issue into a       
series designated the Series X Preferred Stock, and has provided for the        
issuance of such series.                                                        

     SECOND:  A description of the Series X Preferred Stock, including
the preferences, conversion or other rights, voting powers, restrictions,       
limitations as to dividends, qualifications, or terms or conditions of          
redemption thereof, is as follows:                                              

      1.  Number of Shares and Designation.  One hundred (100) shares of
Preferred Stock are hereby designated as "Series X Preferred Stock."            

       2.  Definitions.  For purposes of the Series X Preferred Stock, the
following terms shall have the meanings indicated:                              

      "Applicable Taxes" shall mean in respect of any Cash Proceeds, any
Transferable Proceeds or any Non-Transferable Value arising as a result of the  
receipt of FIRREA Proceeds, an amount thereof agreed to in good faith between   
the Corporation and the holders of the Required Percentage of the Series X      
Preferred Stock as representing the Taxes payable by the FIRREA Plaintiff (or   
the consolidated return group of which it is a member) in respect of the        
receipt thereof or on the proceeds realized from the liquidation thereof;       
provided, that if no such agreement is reached by the fifth (5th) Business Day  
prior to the Dividend/Redemption Distribution Date on which the dividend or     
redemption distribution relating to such Cash Proceeds, Transferable Proceeds   
or Non-Transferable Value is required to be paid to the holders, Applicable     
Taxes shall in such case be an amount equal to the product of (i) the amount    
of the Cash Proceeds, Transferable Proceeds or Non-Transferable Value, as the   
case may be, determined by the Corporation in good faith; and (ii) the maximum  
applicable marginal statutory tax rate in effect at the time of receipt of      
such FIRREA Proceeds.                                                           

 "Board of Directors" shall mean the board of directors of the
Corporation or any committee authorized by such Board of Directors to perform   
any of its responsibilities with respect to the Series X Preferred Stock.       

      "Business Day" shall mean a day on which banks are not required or
authorized to be closed in New York or Toronto.                                 

      "Cash Amount" shall have the meaning set forth in Section 3(c)(i).

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         "Cash Distribution" shall have the meaning set forth in Section 5(b).

    "Cash Dividend" shall have the meaning given in Section 4(a)(i).

     "Cash Proceeds" shall have the meaning given in Section 3(a)(ii).

        "Closing Date" shall mean the day of the closing of the transactions
contemplated by the Stock Purchase Agreement.                                   

      "Common Stock" shall mean the common stock of the Corporation, par
value $5.00 per share, whether now or hereinafter authorized, issued and        
outstanding.                                                                    

      "Corporation" shall mean Republic New York Corporation, a Maryland
corporation, or any successor-in-interest thereto.                              

       "CTFS" shall mean CT Financial Services Inc., a federal corporation
organized under the laws of Canada.                                             

     "Distributable Cash and Non-Cash Proceeds" shall have the meaning
given in Section 3(d).                                                          

     "Distributable Non-Cash Proceeds" shall have the meaning given in
Section 3(c)(ii).                                                               

        "Dividend/Redemption Distribution Date" shall mean in respect of any
FIRREA Proceeds, (i) the date specified in the Proceeds Notice given by the     
Corporation in respect of such FIRREA Proceeds pursuant to Section 3(a) but in  
no event later than the first Business Day following the later of (x) thirty    
(30) days after the Receipt Date in respect of any FIRREA Proceeds and (y)      
ninety one (91) days after the last day of the taxation year of the FIRREA      
Plaintiff in which such FIRREA Proceeds are received or (ii) such later date,   
if any, as shall be specified in the Election Notice given by the holders of    
the Series X Preferred Stock in respect of such FIRREA Proceeds pursuant to     
Section 3(d).                                                                   

   "Election Notice" shall have the meaning given in Section 3(d).

  "Fair Value" shall have the meaning given in Section 3(b)(ii).

      "FIRREA Claim" shall mean the litigation filed by First Federal in
the United States Court of Federal Claims styled First Federal Savings and      
Loan Association of Rochester v. United States, No.95-517C (Ct. Fed. CL filed   
August 7, 1995), and any claim, right or administrative or judicial             
proceedings comprising, arising out of, or resulting from, such litigation.     

    "FIRREA Plaintiff" shall mean First Federal or any successor-in-
interest thereto at the time holding the FIRREA Claim.                          

   "FIRREA Proceeds" shall have the meaning given in Section 3(a).

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     "FIRREA Recovery" shall mean the aggregate amount received by the
FIRREA Plaintiff in the form of cash or non-cash property in respect of the     
FIRREA Claim whether by way of settlement before judgment or payment after      
judgment.                                                                       

         "First Federal" shall mean First Federal Savings and Loan Association
of Rochester, a federally chartered savings and loan association.               

         "Holder or holder" shall mean at any time each person included on the
Register of Holders and such holder shall (except in the case of manifest       
error) for all purposes be deemed to hold the number of shares of Series X      
Preferred Stock shown in the Register of Holder as held by such holder at such  
time.                                                                           

        "In-Kind Distribution" shall have the meaning given in Section 5(b).

        "In-Kind Dividend" shall have the meaning given in Section 4(a)(ii).

         "Non-Cash Proceeds" shall have the meaning given in Section 3(a)(ii).

     "Non-Transferable Amount" shall have the meaning given in Section
3(c)(iii).                                                                      

       "Non-Transferable Proceeds" shall have the meaning given in Section
3(a)(iv).                                                                       

         "Non-Transferable Proceeds Distribution" shall have the meaning given
in Section 5(b).                                                                

        "Non-Transferable Proceeds Dividend" shall have the meaning given in
Section 4(a)(iii).                                                              

    "Non-Transferable Value" shall have the meaning given in Section
3(b).                                                                           

   "Proceeds Notice" shall have the meaning given in Section 3(a).

"Receipt Date" shall have the meaning given in Section 3(a).

        "Register of Holders" shall mean a register of holders of the Series
X Preferred Stock maintained by the Corporation showing for each holder, its    
name, mailing address, voice and facsimile telephone numbers and the number of  
shares of Series X Preferred Stock held by such holder.                         

    "Required Percentage of the Series X Preferred Stock" shall mean
shares constituting seventy-five percent (75%) or more of the outstanding       
shares of Series X Preferred Stock.                                             

         "Retained Proceeds" shall have the meaning given in Section 3(c)(ii).

        "Stock Purchase Agreement" shall mean the Amended and Restated Stock
Purchase Agreement, dated as of August 21, 1996, by and between HSBC Americas,  
Inc., as purchaser, and CTFS, as seller.                                        

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         "Tax" or "Taxes" shall mean all taxes, however denominated, including
any interest or penalties that may become payable in respect thereof, imposed   
by any federal, state, local or foreign government or any agency or political   
subdivision of any such government, which taxes shall include, without          
limiting the generality of the foregoing, all net income, alternative or add-   
on minimum, gross income, gross receipts, sales, use, goods and services, ad    
valorem, earnings, franchise, profits, withholding, payroll, employment,        
excise, severance, stamp, occupation, premium, property, excess or windfall     
profit or value added tax.                                                      

   "Tax Portion" shall have the meaning given in Section 3(c)(ii).

   "Transferable Proceeds" shall have the meaning given in Section
3(b)(i).                                                                        

       3.  FIRREA Proceeds.  (a)  In the event that at any time the FIRREA
Plaintiff shall receive the whole or any part of the FIRREA Recovery ("FIRREA   
Proceeds"), the Corporation shall give written notice of such receipt to the    
holders of the Series X Preferred Stock (each such notice, a "Proceeds          
Notice") as soon as practical but in no event more than five (5) Business Days  
following the day such FIRREA Proceeds are received (the "Receipt Date").       
Each Proceeds Notice shall (i) state the Receipt Date, (ii) specify the         
aggregate amount of any cash included in the FIRREA Proceeds ("Cash             
Proceeds"), (iii) describe in reasonable detail any non-cash property included  
in the FIRREA Proceeds ("Non-Cash Proceeds") and (iv) specify the               
Dividend/Redemption Distribution Date for any dividend pursuant to Section 4    
or any redemption pursuant to Section 5 expected to result from receipt of      
such FIRREA Proceeds.  In addition, if in the reasonable belief of the          
Corporation any part of the Non-Cash Proceeds (x) cannot legally or             
practically be transferred to the holders of the Series X Preferred Stock or    
(y) if such Non-Cash Proceeds are legally and practically transferable, but     
such transfer cannot be effected without impairment of the value of such Non-   
Cash Proceeds, the Proceeds Notice shall so state and shall also describe such  
Non-Cash Proceeds in reasonable detail ("Non-Transferable Proceeds").           

(b)  To the extent such FIRREA Proceeds include:            

         (i)  Non-Cash Proceeds other than Non-Transferable Proceeds
(the "Transferable Proceeds"), the Corporation shall cause the FIRREA 
 Plaintiff to transfer such Transferable Proceeds to the Corporation, or

          (ii)  Non-Transferable Proceeds, the Corporation shall cause
the FIRREA Plaintiff, at the option of the FIRREA Plaintiff, either   
(x) to liquidate the Non-Transferable Proceeds in a commercially      
reasonable manner or (y) to retain the Non-Transferable Proceeds and  
determine in good faith the Fair Value of the Non-Transferable        
Proceeds.  The actual proceeds received by the FIRREA Plaintiff from  
liquidation of such Non-Transferable Proceeds pursuant to clause (x)  
of the preceding sentence (net of all costs reasonably incurred in    
such liquidation) or the Fair Value of such Non-Transferable Proceeds 
determined pursuant to clause (y) of the preceding sentence is        
hereinafter referred to as the "Non-Transferable Value."   As used    
in this clause (b)(ii), "Fair Value" of Non-Transferable Proceeds     
shall mean:  (A) the fair market value of such Non-Transferable       
Proceeds if such Non-Transferable Proceeds have a market value or     
(B) if in the reasonable judgment of the FIRREA Plaintiff there is no 

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readily ascertainable market value for such Non-Transferable Proceeds,
   the fair value of such Non-Transferable Proceeds to the FIRREA Plaintiff.

        (c)  Upon the actual receipt of any FIRREA Proceeds by the
FIRREA Plaintiff, the holders of the Series X Preferred Stock shall be          
entitled to receive the following either as a dividend pursuant to Section 4    
or as a distribution in redemption pursuant to Section 5:                       

                 (i)  To the extent that such FIRREA Proceeds include Cash
Proceeds, an amount in cash (the "Cash Amount") equal to the aggregate
amount of such Cash Proceeds less Applicable Taxes thereon;           

             (ii)  To the extent that such FIRREA Proceeds include
Transferable Proceeds, an in-kind distribution of a portion of the    
Transferable Proceeds (the "Distributable Non-Cash Proceeds") equal   
to the Transferable Proceeds less a portion thereof (the "Retained    
Proceeds") sufficient to pay (x) Applicable Taxes on the Transferable 
 Proceeds (the "Tax Portion") plus (y) if liquidation of the Tax Portion
   is necessary for the Corporation to recognize the economic benefit of the
 Tax Portion, the after-tax costs reasonably incurred by the Corporation
  in the liquidation of the Retained Proceeds in a commercially reasonable
manner; and                                                           

              (iii)  To the extent that such FIRREA Proceeds include
Non-Transferable Proceeds, an amount in cash (the "Non-Transferable   
Amount") equal to the Non-Transferable Value less Applicable Taxes.   

            (d)  Following the giving of each Proceeds Notice, the holders
of the Series X Preferred Stock may elect to receive the Cash Amount, if any,   
Distributable Non-Cash Proceeds, if any, and Non-Transferable Amount, if any    
(collectively, the "Distributable Cash and Non-Cash Proceeds") as (i) a         
dividend payable as provided in Section 4 or (ii) a distribution in redemption  
of all or a part of the outstanding Series X Preferred Stock payable as         
provided in Section 5.  Such election shall be made by written notice to the    
Corporation (an "Election Notice") signed on behalf of holders of the Required  
Percentage of the Series X Preferred Stock and given within the period of       
fifteen (15) Business Days following the date of the Proceeds Notice;           
provided, however, that if an Election Notice is not received by the            
Corporation within fifteen (15) Business Days of the date of the Proceeds       
Notice in respect of any FIRREA Proceeds, the holders of the Series X           
Preferred Stock shall be deemed to have elected that payment of the             
Distributable Cash and Non-Cash Proceeds shall be made by way of a dividend     
payable as provided in Section 4.  Any such election or deemed election shall   
be binding on each holder of Series X Preferred Stock whether or not such       
holder executed an Election Notice.  In any Election Notice given pursuant to   
this Section 3(d) the holders of the Series X Preferred Stock may specify a     
Business Day following the Dividend/Redemption Distribution Date specified in   
the related Proceeds Notice, but not later than 31 days after the end of the    
taxation year of the FIRREA Plaintiff in which such FIRREA Proceeds are         
received, to which such Dividend/Redemption Distribution Date is to be          
deferred whereupon such later date shall become the Dividend/Redemption         
Distribution Date in respect of the FIRREA Proceeds to which it relates.  In    
the event a later date is specified in any Election Notice, the dividend or     
redemption may be paid on such later date and no interest shall accrue on the   
amount of such dividend or                                                      

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redemption payment in respect of the period from the Dividend/Redemption        
Distribution Date originally specified in such Proceeds Notice to such later    
date.                                                                           

       (e)  The holders of the Series X Preferred Stock shall be
entitled to receive, either in cash or in kind, in one or more dividends        
pursuant to Section 4 or one or more distributions in redemption pursuant to    
Section 5, an aggregate amount equal to the whole of the FIRREA Recovery less   
Applicable Taxes.  The Series X Preferred Stock shall remain and continue to    
be outstanding (to the extent not previously redeemed) until the Corporation    
shall have paid such amount to the holders of the Series X Preferred Stock at   
which time any shares of Series X Preferred Stock remaining outstanding shall   
be cancelled, null and void and no further rights shall appertain thereto       
without any action by the Corporation or the holders thereof; provided,         
however, that if the holders elect pursuant to paragraph (d) above to receive   
the final or only installment of Distributable Cash and Non-Cash Proceeds as a  
dividend, then the Series X Preferred Stock shall remain and continue to be     
outstanding until the tenth (10th) Business Day after the last day of the       
taxation year of the Corporation in which such Dividend is paid to the          
holders, on which date the Series X Preferred Stock remaining outstanding       
shall be redeemed upon payment to the holders by the Corporation of the sum of  
$1.00 per share, and on such date the Series X Preferred Stock shall be         
cancelled, null and void and no further rights shall appertain thereto without  
any further action by the Corporation or the holders thereof.  The Corporation  
shall be entitled to withhold any final dividend or redemption payment          
otherwise payable to any holder of Series X Preferred Stock, without any        
obligation to pay interest thereon pursuant to paragraph (g), until such        
holder delivers to the Corporation any outstanding certificate formerly         
representing shares of Series X Preferred Stock held by such holder.            

       (f)  If the amount of any FIRREA Proceeds received by the
FIRREA Plaintiff has been reduced as a result of any set-off, counterclaim, or  
other reduction successfully asserted by the U.S. Government against the        
FIRREA Plaintiff arising out of a claim against the FIRREA Plaintiff or any of  
its affiliates unrelated to the FIRREA Claim (other than a set-off,             
counterclaim, or other reduction asserted against First Federal relating to a   
period or events prior to the Closing Date), the Distributable Cash and Non-    
Cash Proceeds in respect of such FIRREA Proceeds shall be determined and        
calculated as if no such reduction had been made.                               

            (g)  If any amount of Distributable Cash and Non-Cash Proceeds
payable to the holders of the Series X Preferred Stock is not paid in full, in  
cash or in kind, as provided herein, within three (3) Business Days of the      
date on which such cash or in-kind payment is due as provided herein, the       
amount of such payment that is not so paid in cash or in kind shall bear        
interest at the Citibank Prime Rate in effect from time to time during the      
period from the date such cash or in-kind payment is due until paid in full.    
As used in this Section 3(g), "Citibank Prime Rate" means for any date, the     
rate of interest publicly announced by Citibank N.A. as its prime rate or base  
lending rate as of 11:00 A.M., New York City time, on such date.                

           4.  Dividends.  (a)  If the holders of the Series X Preferred
Stock shall have elected (or be deemed to have elected) pursuant to paragraph   
(d) of Section 3 that payment of the Distributable Cash and Non-Cash Proceeds   
relating to any FIRREA Proceeds received by the FIRREA Plaintiff be made by     
way of a dividend:                                                              

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          (i)  to the extent that such Distributable Cash and Non-Cash
 Proceeds includes a Cash Amount, the Corporation shall pay an aggregate
 cash dividend (a "Cash Dividend") on the outstanding shares of Series X
Preferred Stock in an amount equal to the Cash Amount;                

          (ii)  to the extent that the Distributable Cash and Non-Cash
  Proceeds includes Distributable Non-Cash Proceeds, the Corporation shall
 make an in-kind distribution (an "In-Kind Dividend") on the outstanding
shares of Series X Preferred Stock of the Distributable Non-Cash      
Proceeds; and                                                         

           (iii)  to the extent that the Distributable Cash and Non-Cash
   Proceeds includes a Non-Transferable Amount, the Corporation shall pay an
 aggregate cash dividend (a "Non-Transferable Proceeds Dividend") on the
  outstanding shares of Series X Preferred Stock in an amount equal to the
Non-Transferable Amount.                                              

     (b)  Each holder of Series X Preferred Stock shall be entitled to
participate in such Cash Dividend, In-Kind Dividend and Non-Transferable        
Proceeds Dividend required to be paid or made by the Corporation as provided    
in paragraph (a) above pro rata in proportion to the number of shares of        
Series X Preferred Stock held by such holder.                                   

   (c)  The amount of each Cash Dividend and each Non-Transferable
Proceeds Dividend payable to a holder shall be paid on the Dividend/Redemption  
Distribution Date with respect to such FIRREA Proceeds by wire transfer to an   
account in the name of such holder specified in writing by such holder to the   
Corporation not less than two (2) Business Days prior to the                    
Dividend/Redemption Distribution Date on which such Cash Dividend or Non-       
Transferable Proceeds Dividend, as the case may be, is required to be paid as   
provided herein; provided, however, that if any holder shall fail to specify    
such an account, such amount shall be paid by check payable to such holder and  
mailed to such holder at its address as set out in the Register of Holders.     

    (d)  The portion of each In-Kind Dividend to be distributed to a
holder of Series X Preferred Stock shall be distributed in a commercially       
reasonable manner by the Corporation on the Dividend/Redemption Distribution    
Date or if on such Dividend/Redemption Distribution Date distribution of such   
In-Kind Distribution is not possible or practical for reasons beyond the        
control of the Corporation, such In-Kind Dividend shall be distributed as       
promptly as possible thereafter.                                                

        (e)  The payment to any holder of the portion of each Cash Dividend,
each In-Kind Dividend and each Non-Transferable Proceeds Dividend to which      
such holder is entitled pursuant to the terms hereof shall be subject to all    
applicable withholding Taxes imposed by the United States of America or any     
political subdivision thereof and the Corporation shall be entitled to          
withhold the same from the cash or non-cash property otherwise payable to such  
holder and pay the same to the appropriate taxing authority.                    

5.  Redemption.  (a)  If the holders of the Series X Preferred Stock  
shall have elected pursuant to paragraph (d) of Section 3 that payment of the   
Distributable Cash and Non-Cash                                                 

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Proceeds relating to any FIRREA Proceeds received by the FIRREA Plaintiff       
shall be made by way of a distribution in redemption of the Series X Preferred  
Stock:                                                                          

       (i)  if such FIRREA Proceeds constitute the entire FIRREA
Recovery, then the Corporation shall redeem all of the outstanding    
  shares of Series X Preferred Stock for redemption consideration equal to
 the Distributable Cash and Non-Cash Proceeds resulting from such FIRREA
Proceeds; and                                                         

           (ii)  if such FIRREA Proceeds constitute less than the entire
FIRREA Recovery, then the Corporation shall redeem for redemption     
consideration equal to the Distributable Cash and Non-Cash Proceeds   
   resulting from such FIRREA Proceeds a number of the outstanding shares of
Series X Preferred Stock (rounded down to the nearest whole number of 
shares) determined by multiplying (x) the number of shares of Series X
  Preferred Stock issued and outstanding before any redemption pursuant to
this Section 5 by (y) a fraction the numerator of which is the        
Distributable Cash and Non-Cash Proceeds resulting from such FIRREA   
  Proceeds and the denominator of which is the Distributable Cash and Non-
Cash Proceeds that would be payable to the holders of the Series X    
Preferred Stock in respect of the whole of the FIRREA Recovery as     
determined by the Corporation in good faith, based to the extent      
 necessary on estimates of the amount of the entire FIRREA Recovery made
in good faith by the Corporation.                                     

       (b)  The redemption consideration payable pursuant to paragraph (a)
shall consist of (x) a cash payment (the "Cash Distribution") in an amount      
equal to the Cash Amount, if any, included in the Distributable Cash and Non-   
Cash Proceeds, (y) an in-kind distribution (the "In-Kind Distribution") of the  
Distributable Non-Cash Proceeds, if any, included in the Distributable Cash     
and Non-Cash Proceeds and (z) a cash payment (the "Non-Transferable Proceeds    
Distribution") in an amount equal to the Non-Transferable Amount, if any,       
included in the Distributable Cash and Non-Cash Proceeds.                       

      (c)  In the event of any redemption required by paragraph (a), the
shares of Series X Preferred Stock held by each holder shall be redeemed pro    
rata in proportion to the number of shares of Series X Preferred Stock held by  
such holders.                                                                   

   (d)  The portion of the Cash Distribution, if any, and the Non-
Transferable Proceeds Distribution, if any, which is payable to a holder of     
Series X Preferred Stock as part of the redemption consideration for the        
shares of Series X Preferred Stock held by such holder to be redeemed in        
accordance with paragraph (b) shall be paid to such holder in the manner        
specified in Section 4(c).                                                      

      (e)  The In-Kind Distribution, if any, which is distributable to a
holder of Series X Preferred Stock as part of the redemption consideration for  
the shares of Series X Preferred Stock held by such holder to be redeemed in    
accordance with paragraph (b) shall be distributed to such holder in the        
manner specified in Section 4(d).                                               

(f)  The payment to any holder of the portion of the Cash   
Distribution, if any, the Non-Transferable Proceeds Distribution, if any, and   
the In-Kind Distribution to which a holder of Series X Preferred Stock is       
entitled as part of the redemption consideration for the shares of              

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Series X Preferred Stock of such holder to be redeemed in accordance with       
paragraph (a) shall be subject to all applicable withholding Taxes imposed by   
the United States of America or any political subdivision thereof and the       
Corporation shall be entitled to withhold the same from the cash or non-cash    
proceeds and pay the same to the appropriate taxing authority.                  

   6.  Right of the Holders to Receive the FIRREA Proceeds.  (a)  The rights
of the holders of the Series X Preferred Stock to receive the Distributable     
Cash and Non-Cash Proceeds resulting from the receipt of FIRREA Proceeds by     
the FIRREA Plaintiff, either as a dividend pursuant to Section 4 or as a        
distribution in redemption pursuant to Section 5, shall accrue immediately and  
only upon, and not prior to, actual receipt of such FIRREA Proceeds by the      
FIRREA Plaintiff, and shall not be conditioned upon any other occurrence        
including, but not limited to, the receipt of the FIRREA Proceeds by the        
Corporation.                                                                    

     (b)  In the event that the Corporation enters into, or intends to
enter into, any transaction or series of transactions a result of which is      
that the FIRREA Plaintiff will cease to be controlled by the Corporation, then  
the Corporation shall consult with the holders and advise them of the           
arrangements between the Corporation and the successor FIRREA Plaintiff to      
permit the Corporation to determine the Distributable Cash and Non-Cash         
Proceeds resulting from receipt of FIRREA Proceeds by the successor FIRREA      
Plaintiff following completion of such transactions, and, in the case of        
Distributable Non-Cash Proceeds, the arrangements made for the Corporation to   
receive such Distributable Non-Cash Proceeds from the successor FIRREA          
Plaintiff.                                                                      

7.  Liquidation Preference.  (a)  In the event of any liquidation,    
dissolution or winding up of the affairs of the Corporation, whether voluntary  
or involuntary, each holder of Series X Preferred Stock then outstanding shall  
be entitled to receive out of the assets of the Corporation available for       
distribution to its stockholders, whether such assets are capital, surplus or   
earnings, a liquidation payment of $120.00 per share plus accrued but unpaid    
dividends thereon which shall include a dividend per share, determined and      
payable as provided in Section 4, in an amount equal to the value of the total  
FIRREA Recovery less Applicable Taxes (as determined by the Corporation in      
good faith, based to the extent necessary on estimates of the value of the      
total FIRREA Recovery made in good faith by the Corporation), less the sum of   
(i) $120.00 and (ii) any amounts previously paid to the holders of the Series   
X Preferred Stock by the Corporation as provided herein in respect of the       
FIRREA Recovery.                                                                

       (b)  Neither the sale, conveyance, lease, exchange or transfer (for
cash, shares of stock, securities or other consideration) of all or             
substantially all of the property or assets of the Corporation nor the          
consolidation or merger of the Corporation with or into one or more             
corporations shall be deemed to be a liquidation, dissolution or winding-up of  
the Corporation.                                                                

   8.  Ranking.  (a) Except (i) as provided in paragraph (b) of this Section
8 and (ii) for any class or series of Preferred Stock ranking prior to the      
Series X Preferred Stock which was created with the prior affirmative vote or   
consent of the Required Percentage of the Series X Preferred Stock pursuant to  
paragraph (b) of Section 9, the Series X Preferred Stock shall rank on a        
parity with each other series of Preferred Stock of the Corporation whether     
now or hereafter issued.  The Series X Preferred Stock shall rank prior, both   
as to payment of dividends and as to distributions of assets upon liquidation,  
dissolution or winding up of the Corporation, whether                           

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voluntary or involuntary, to all of the Corporation s now or hereafter issued   
Common Stock with respect exclusively to an amount equal to the Distributable   
Cash and Non-Cash Proceeds resulting from receipt by the FIRREA Plaintiff of    
FIRREA Proceeds prior to the time of any such distribution of assets upon       
liquidation, dissolution or winding up of the Corporation, but only to the      
extent such Distributable Cash and Non-Cash Proceeds have not previously been   
distributed to the holders of the Series X Preferred Stock as a dividend        
pursuant to Section 4 or as a distribution in redemption pursuant to Section 5  
of any cash or in-kind proceeds of the FIRREA Claim; and the Corporation shall  
not pay any dividend on its Common Stock at any time at which interest is       
accruing pursuant to paragraph (g) of Section 3.                                

      (b)  The Corporation shall not issue any series of Preferred Stock
to be held exclusively by any one or more of (i) the holders of the             
Corporation s Common Stock and (ii) any company controlling, controlled by or   
under common control with the Corporation ("Parent Preferred Stock") unless     
the terms of such Parent Preferred Stock shall provide that the Series X        
Preferred Stock shall rank prior to the Parent Preferred Stock to the same      
extent as the Series X Preferred Stock ranks prior to the Corporation's Common  
Stock.                                                                          

      (c)  For the purposes of the Series X Preferred Stock, any series,
class or classes of stock of the Corporation shall be deemed to rank:           

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

        (ii)  on a parity with the Series X Preferred Stock, as to
dividends or as to distribution of assets upon liquidation, dissolution or      
winding up of the Corporation, whether or not the dividend rates, dividend      
payment dates, or redemption or liquidation preference amounts per share        
thereof be different from those of the Series X Preferred Stock, if the         
holders of such series, class or classes of stock and the Series X Preferred    
Stock shall be entitled to the receipt of dividends or amounts distributed      
upon liquidation, dissolution or winding up, as the case may be, in proportion  
to their respective dividend rates or liquidation preference, without           
preference or priority one over the other; and                                  

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

 9.  Voting.  (a)  The holders of the Series X Preferred Stock will have
no voting rights with respect to any matter coming before the shareholders of   
the Corporation except as provided by the terms of the Series X Preferred       
Stock or by law.  In connection with any right to vote, the holders of the      
Series X Preferred Stock shall have one vote for each share held of record.     

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        (b)  So long as any shares of the Series X Preferred Stock
shall be outstanding, the Corporation will not, and will not allow the FIRREA   
Plaintiff to, without the affirmative vote or consent, given in writing or by   
resolution adopted at a meeting duly called for that purpose, of the Required   
Percentage of the Series X Preferred Stock then outstanding, (i) amend, alter,  
repeal or waive compliance with (by merger, consolidation or otherwise) any     
provision of these Articles Supplementary, the charter or the by-laws of the    
Corporation as in effect as of the date hereof, so as to materially affect      
adversely the specified rights, preferences, privileges or voting rights of     
the Series X Preferred Stock, (ii) effect any reclassification of the Series X  
Preferred Stock, (iii) authorize the issuance of any additional shares of       
Series X Preferred Stock, or (iv) authorize, create or issue, or increase the   
authorized or issued amount of any class or series of stock (including any      
class of Preferred Stock) ranking prior (as set forth in Section 8(c) above)    
to the Series X Preferred Stock).                                               

 10.  Transferability.  No holders of shares of Series X Preferred Stock
may transfer or assign shares of Series X Preferred Stock held by such holder,  
in whole or in part, except to Imasco Limited or any direct or indirect         
subsidiary of Imasco Limited or CTFS.                                           

11.  The Obligations of the Corporation.  The obligations of the      
Corporation set forth herein shall be strictly construed in accordance with     
the terms set forth herein.                                                     

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      IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these
Articles Supplementary to be signed in its name and on its behalf by its        
President and its corporate seal to be hereunto affixed and attested by its     
Secretary, and the said officers of the Corporation further acknowledge said    
instrument to be the corporate act of the Corporation and state under the       
penalties of perjury that to the best of their knowledge, information and       
belief the matters and facts therein set forth with respect to approval are     
true in all material respects, all on December 16, 1999.                        

                                 REPUBLIC NEW YORK CORPORATION

                              By:   /s/ Stephen J. Saali
                                       President

Attest:                                                                         

/s/  William F. Rosenblum, Jr.                                        
Secretary                                     

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ARTICLES OF MERGER  

merging   

RNYC Merger Corporation 
(a Corporation of the State of Maryland)  
INTO    

Republic New York Corporation 
(a Corporation of the State of Maryland)  

  Republic New York Corporation, a corporation duly organized and existing
under the laws of the State of Maryland (the "Successor Corporation"), and      
RNYC Merger Corporation, a corporation duly organized and existing under the    
laws of the State of Maryland (the "Merged Corporation"), do hereby certify to  
the State Department of Assessments and Taxation of Maryland (the               
"Department") as follows:                                                       

 FIRST:  The parties to these Articles of Merger agree that, pursuant to
the terms and conditions set forth in the Transaction Agreement and Plan of     
Merger, dated as of May 10, 1999, among HSBC Holdings plc, the Successor        
Corporation and Safra Republic Holdings S.A.,  as amended by that certain       
Joinder Agreement, dated as of May 20, 1999, among HSBC Holdings plc, the       
Merged Corporation, the Successor Corporation and Safra Republic Holdings       
S.A., and as further amended by Amendment No. 1 to the Transaction Agreement    
and Plan of Merger, dated as of November 8, 1999, among HSBC Holdings plc, the  
Merged Corporation, the Successor Corporation and Safra Republic Holdings       
S.A., the Merged Corporation shall be merged with and into the Successor        
Corporation (the "Merger").                                                     

SECOND:  The Merger shall become effective at 12:00 noon New York City
time on December 31, 1999 (the "Effective Time").                               

 THIRD:  The Successor Corporation, a corporation organized and existing
under the laws of the State of Maryland, shall survive the Merger as successor  
corporation and shall continue its corporate existence pursuant to the          
provisions of the Maryland General Corporation Law and under its charter and    
bylaws under the name "Republic New York Corporation".                          

   FOURTH:  No amendments to the charter of the Successor Corporation are to
be effected as part of the Merger.                                              

FIFTH:  From and after the Effective Time, until successors are duly    
elected or appointed and qualified in accordance with applicable law, (a) the   
directors of the Merged Corporation immediately prior to the Effective Time     
shall be the directors of the Successor Corporation and (b) the officers of     
the Merged Corporation immediately prior to the Effective Time shall be the     
officers of the Successor Corporation, such directors and officers to hold      
office in accordance with the Successor Corporation's bylaws and applicable     
law.                                                                            

  SIXTH:  The total number of shares of all classes of capital stock which
the Successor Corporation has authority to issue is 169,999,000 shares          
consisting of 150,000,000 shares of                                             

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Common Stock, par value $5.00 per share ("Republic Common Stock") and           
19,999,000 shares of Preferred Stock, no par value ("Republic Preferred         
Stock"), consisting of (i) 12,497,650 shares of Preferred Stock which are not   
classified as to series, (ii) 625 shares of Dutch Auction Rate Transferable     
Securities Preferred Stock, Series A (the "Republic Series A DART Preferred     
Stock"), (iii) 625 shares of Dutch Auction Rate Transferable Securities         
Preferred Stock, Series B (the "Republic Series B DART Preferred Stock"), (iv)  
1,500,000 shares of Adjustable Rate Cumulative Preferred Stock, Series D (the   
"Republic Series D Preferred Stock"), (v) 3,000,000 shares of $1.8125           
Cumulative Preferred Stock (the "Republic $1.8125 Preferred Stock"), (vi)       
3,000,000 shares of $2.8575 Cumulative Preferred Stock (the "Republic $2.8575   
Preferred Stock") and (vii) 100 shares of Series X Preferred Stock ("Republic   
Series X Preferred Stock").  The aggregate par value of all classes of stock    
of the Successor Corporation having par value is $750,000,000.                  

 SEVENTH:  The total  number of shares of stock of all classes which the
Merged Corporation has authority to issue is 1,000 shares, all of which are     
shares of common stock, par value $0.01 per share, with an aggregate par value  
of  $10.00.                                                                     

   EIGHTH:  The manner and basis of converting or exchanging issued stock of
the Merged Corporation and the Successor Corporation into different stock or    
other consideration and the treatment of any issued stock of the Merged         
Corporation and the Successor Corporation not to be converted or exchanged      
shall be as follows:                                                            

  As of the Effective Time, by virtue of the Merger and without any action
on the part of any holder of any stock of either of the merging entities:       

(A)  Republic Common Stock                                            

Each share of Republic Common Stock issued and outstanding  
 immediately prior to the Effective Time (other than shares of
 Republic Common Stock held (i) in the Successor Corporation s
        treasury or  (ii) directly or indirectly by HSBC Holdings plc or the
 Successor Corporation or any of their respective wholly owned
   subsidiaries (except for shares held, directly or indirectly in
trust accounts, managed accounts and the                    

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        like or otherwise held in a fiduciary or custodial capacity that are
    beneficially owned by third parties and other than any shares of
    Republic Common Stock held by HSBC Holdings plc or the Successor
       Corporation or any of their respective subsidiaries in respect of a
       debt previously contracted)) shall become and be converted into the
        right to receive $72.00 in cash, without interest thereon; provided,
    that in no event shall any check be required to be mailed before
January 7, 2000.                                            

Shares of Republic Common Stock held (i) in the Successor   
  Corporation's treasury or  (ii) directly or indirectly by HSBC
        Holdings plc or the Successor Corporation or any of their respective
  wholly owned subsidiaries (except for shares held, directly or
  indirectly in trust accounts, managed accounts and the like or
otherwise held in a fiduciary or custodial capacity that are
    beneficially owned by third parties and other than any shares of
    Republic Common Stock held by HSBC Holdings plc or the Successor
       Corporation or any of their respective subsidiaries in respect of a
    debt previously contracted) shall be canceled and shall cease to
exist without any consideration therefor.                   

(B)  Republic Preferred Stock                                         

  Each share of Republic Series A DART Preferred Stock, Republic
     Series B DART Preferred Stock, Republic Series D Preferred Stock,
   Republic $1.8125 Preferred Stock and Republic $2.8575 Preferred
        Stock issued and outstanding immediately prior to the Effective Time
        (other than shares of Republic Preferred Stock held in the Successor
   Corporation s treasury) shall remain unchanged as an issued and
      outstanding share of Preferred Stock of the same respective series
of the Successor Corporation following the Effective Time.  

Shares of Republic Preferred Stock held in the Successor    
     Corporation s treasury shall be canceled and shall cease to exist
without any consideration therefor.                         

   No shares of Republic Series X Preferred Stock are outstanding.

(C)  Merged Corporation Stock                                         

   Each share of common stock of the Merged Corporation issued and
   outstanding prior to the Effective Time shall become a share of
common stock of the Successor Corporation.                  

  NINTH:  The principal office of the Successor Corporation in Maryland is
located in Baltimore City.                                                      

TENTH:  The principal office of the Merged Corporation in Maryland is 
located in Baltimore City.                                                      

 ELEVENTH:  The Merged Corporation owns no interest in land in the State
of Maryland.                                                                    

  TWELFTH:  The terms and conditions of the transaction set forth in these
articles were advised, authorized, and approved by the Successor Corporation    
in the manner and by the vote required by the laws of the State of Maryland     
and the charter and bylaws of the Successor Corporation as follows:             

 (a)  At meetings held on May 9, 1999 and November 5, 1999, the Board of
Directors of the Successor Corporation adopted resolutions approving the        
Merger and declaring the Merger advisable.                                      

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(b)  At a meeting of the stockholders of the Successor Corporation    
convened on September 9, 1999 and adjourned to October 12, 1999, to October     
29, 1999 and then to November 30, 1999, the Merger was approved by the          
affirmative vote of the stockholders entitled to vote thereon.                  

THIRTEENTH:  The terms and conditions of the transaction set forth in 
these articles were advised, authorized, and approved by the Merged             
Corporation in the manner and by the vote required by the laws of the State of  
Maryland and the charter and bylaws of the Merged Corporation as follows:       

  (a)  On May 20, 1999 and November 6, 1999, the Board of Directors of the
Merged Corporation adopted resolutions approving the Merger and declaring the   
Merger advisable.                                                               

   (b)  On November 8, 1999, the sole stockholder of the Merged Corporation,
by written consent, adopted a resolution approving the Merger.                  

FOURTEENTH:  Each undersigned officer acknowledges these Articles of  
Merger to be the corporate act of the respective corporate party on whose       
behalf he has signed, and further, as to all matters and facts required to be   
verified under oath, each undersigned officer acknowledges that to the best of  
his knowledge, information and belief, these matters and facts relating to the  
corporation on whose behalf he has signed are true in all material respects     
and that this statement is made under the penalties of perjury.                 

FIFTEENTH:  These Articles of Merger may be executed in multiple      
counterparts, with multiple signature pages each bearing one or more            
signatures, but all such counterparts and multiple signature pages shall        
constitute one and the same instrument.                                         

*     *     *           

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IN WITNESS WHEREOF, Republic New York Corporation and RNYC Merger     
Corporation, the corporations parties to the Merger, have caused these          
articles of Merger to be signed in their respective corporate names and on      
their behalf by their respective presidents and witnessed or attested by their  
respective secretaries all as of the 30th day of December, 1999.                

                                 REPUBLIC NEW YORK CORPORATION

                             By:  /s/ Stephen J. Saali
                               Stephen J. Saali, President
Attest:  (Witness)                                                              

/s/  William F. Rosenblum, Jr.                                                  
William F. Rosenblum, Jr., Secretary                                            

                           RNYC MERGER CORPORATION

                              By:  /s/ Gerald A. Ronning
                                Gerald A. Ronning, President

Attest:  (Witness)                                                              
/s/  Philip S. Toohey                                                           

Philip S. Toohey, Secretary                                                     

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ARTICLES OF MERGER  

BETWEEN   

HSBC USA INC.   

AND   

REPUBLIC NEW YORK CORPORATION   

         Republic New York Corporation, a corporation duly
organized and existing under the laws of the State of Maryland (the "Successor  
Corporation"), and HSBC USA Inc., a corporation duly organized and existing     
under the laws of the State of Delaware (the "Merged Corporation"), do hereby   
certify to the State Department of Assessments and Taxation of the State of     
Maryland (the "Department") as follows:                                         

  FIRST:   The parties to these Articles of Merger agree that, pursuant to
the terms and conditions set forth in the Plan and Agreement of Merger, dated   
as of December 29, 1999, between the Merged Corporation and the Successor       
Corporation, the Merged Corporation shall be merged with and into the           
Successor Corporation (the "Merger").  When the Merger becomes effective, the   
separate existence of the Merged Corporation shall cease and the Successor      
Corporation shall continue its corporate existence pursuant to the provisions   
of the Maryland General Corporation Law and under its charter and bylaws.       

SECOND:    The Merged Corporation is a corporation incorporated in the
State of Delaware, which was incorporated under the General Corporation Law of  
Delaware on September 23, 1929 under the name Marine Midland Corporation and    
the separate corporate existence of which will cease upon the effective date    
of the Merger in accordance with the provisions of the general laws of the      
State of Delaware.                                                              

  The Merged Corporation has no principal office in the State of Maryland.

   The Merged Corporation owns no interest in land in the State of Maryland.

 The Merged Corporation is not registered or qualified to do business in
the State of Maryland.                                                          

   THIRD:   The principal office of the Successor Corporation in Maryland is
located in Baltimore City.                                                      

FOURTH:   The merger shall become effective at the later of (a) 12:15 
p.m. New York City time on December 31, 1999 and (b) immediately following the  
effective time of the merger of RNYC Merger Corporation, a Maryland             
corporation ("RNYC") with and into the Successor Corporation as set forth in    
Articles of Merger between RNYC and the Successor Corporation filed with the    
Department on or about December 30, 1999 (the later of (a) and (b), the         
"Effective                                                                      

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Time"), which Effective Time shall in no event be later than thirty days after  
the date these Articles of Merger are accepted for record by the Department.    

FIFTH:   The total number of shares of all classes of stock which each
corporation party to these Articles of Merger has the authority to issue, and   
the number of shares of each class are as follows:                              

(A)   The Merged Corporation                                          

         The total number of shares of stock of all classes which the Merged
Corporation has authority to issue is 10,050,258 shares consisting of 49,158    
shares of cumulative preferred stock without par value; 10,000,000 shares of    
preferred stock of the par value of $1.00 each, of which 100 shares have been   
designated as Series X Preferred Stock ("HSBC USA Series X Preferred Stock");   
and 1,100 shares of common stock of the par value of $5.00 each ("HSBC USA      
Common Stock").  The aggregate par value of all classes of stock of the Merged  
Corporation having par value is $10,005,500.                                    

(B)   The Successor Corporation                                     

    The total number of shares of all classes of stock which the
Successor Corporation has authority to issue is 169,999,000 shares consisting   
of 150,000,000 shares of Common Stock, par value $5.00 per share ("Republic     
Common Stock") and 19,999,000 shares of Preferred Stock, no par value           
("Republic Preferred Stock"), consisting of (i) 12,497,650 shares of Preferred  
Stock which are not classified as to series, (ii) 625 shares of Dutch Auction   
Rate Transferable Securities Preferred Stock, Series A (the "Republic Series A  
DART Preferred Stock"), (iii) 625 shares of Dutch Auction Rate Transferable     
Securities Preferred Stock, Series B (the "Republic Series B DART Preferred     
Stock"), (iv) 1,500,000 shares of Adjustable Rate Cumulative Preferred Stock,   
Series D (the "Republic Series D Preferred Stock"), (v) 3,000,000 shares of     
$1.8125 Cumulative Preferred Stock (the "Republic $1.8125 Preferred Stock"),    
(vi) 3,000,000 shares of $2.8575 Cumulative Preferred Stock (the "Republic      
$2.8575 Preferred Stock") and (vii) 100 shares of Series X Preferred Stock      
("Republic Series X Preferred Stock").  The aggregate par value of all classes  
of stock of the Successor Corporation having par value is $750,000,000.         

   SIXTH:   The Merger does not change the authorized stock of the Successor
Corporation.                                                                    

  SEVENTH:   The manner and basis of converting or exchanging issued stock
of the Merged Corporation and the Successor Corporation into different stock    
or other consideration and the treatment of any issued stock of the Merged      
Corporation and the Successor Corporation not to be converted or exchanged      
shall be as follows:                                                            

    As of the Effective Time, by virtue of the Merger and without any action
on the part of any holder of any stock of either of the merging entities:       

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(A)   Republic Common Stock                                           

Each share of Republic Common Stock issued and outstanding
immediately prior to the Effective Time shall remain unchanged as an issued     
and outstanding share of Common Stock of the Successor Corporation following    
the Effective Time.                                                             

(B)   Republic Preferred Stock                                        

    Each share of Republic Series A DART Preferred Stock, Republic
Series B DART Preferred Stock, Republic Series D Preferred Stock, Republic      
$1.8125 Preferred Stock and Republic $2.8575 Preferred Stock issued and         
outstanding immediately prior to the Effective Time shall remain unchanged as   
an issued and outstanding share of Preferred Stock of the same respective       
series of the Successor Corporation following the Effective Time.               

(C)   HSBC USA Common Stock                                           

       All of the shares of HSBC USA Common Stock issued and outstanding
immediately prior to the Effective Time, all of which are owned of record by a  
sole stockholder, shall be converted into an aggregate of one share of Common   
Stock of the Successor Corporation (the "Common Consideration") as of the       
Effective Time. After the Effective Time, there shall be no transfers on the    
stock transfer books of HSBC USA or the Successor Corporation of shares of      
HSBC USA Common Stock. At any time following the Effective Time, the holder of  
the HSBC USA Common Stock may deliver such stockholder's certificates           
representing shares of HSBC USA Common Stock to the Successor Corporation in    
exchange for a certificate representing the Common Consideration.               

(D)   HSBC USA Preferred Stock                                        

Each share of HSBC USA Series X Preferred Stock issued and
outstanding immediately prior to the Effective Time shall be converted into     
one share of Republic Series X Preferred Stock as of the Effective Time.        
Until surrendered for cancellation or exchange, each certificate evidencing     
shares of HSBC USA Series X Preferred Stock outstanding following the           
Effective Time will represent an equal number of shares of Series X Preferred   
Stock of the Successor Corporation.                                             

EIGHTH:   The terms and conditions of the Merger were duly advised,   
authorized and approved by the Successor Corporation in the manner and by the   
vote required by the laws of the State of Maryland and the charter and bylaws   
of the Successor Corporation, as follows:                                       

       (a)   On November 30, 1999, the Board of Directors of the Successor
Corporation adopted a resolution approving the Merger and declaring the Merger  
advisable.                                                                      

    (b)   Pursuant to Section 3-105(a)(5)(i) of the Maryland General
Corporation Law and the charter of the Successor Corporation, no vote or        
consent of the stockholders of the Corporation is required in connection with   
the Merger.                                                                     

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NINTH:   The terms and conditions of the Merger were duly advised,    
authorized and approved, in respect of the Merged Corporation, in the manner    
and by the vote required by the Certificate of Incorporation of said            
corporation and by the laws of the State of Delaware, as follows:               

(a)   On July 22, 1999, the Board of Directors of the Merged
Corporation adopted resolutions approving the terms and conditions of the       
Merger, declaring the Merger advisable and directing that the proposed Merger   
be submitted for consideration by the sole holder of HSBC USA Common Stock.     

   (b)    The sole holder of the HSBC USA Common Stock, by written
consent, adopted a resolution approving the Merger, in all respects in the      
manner prescribed under the certificate of incorporation and bylaws of the      
Merged Corporation and the General Corporation Law of Delaware.                 

   TENTH:  Each undersigned officer acknowledges these Articles of Merger to
be the corporate act of the respective corporate party on whose behalf he has   
signed, and further, as to all matters and facts required to be verified under  
oath, each undersigned officer acknowledges that to the best of his knowledge,  
information and belief, these matters and facts relating to the corporation on  
whose behalf he has signed are true in all material respects and that this      
statement is made under the penalties of perjury.                               

ELEVENTH:  These Articles of Merger may be executed in multiple       
counterparts, with multiple signature pages each bearing one or more            
signatures, but all such counterparts and multiple signature pages shall        
constitute one and the same instrument.                                         

*     *     *           

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  IN WITNESS WHEREOF, Republic New York Corporation and HSBC USA Inc., the
parties to the Merger, have caused these Articles of Merger to be signed in     
their respective corporate names and on their behalf by their respective        
presidents or vice-presidents and witnessed by their respective secretaries     
all as of the 30th day of December, 1999.                                       

                                 REPUBLIC NEW YORK CORPORATION

                               By:   /s/  Stephen J. Saali

                               Stephen J. Saali, President
Witness:                                                                        

/s/  William F. Rosenblum, Jr.                                                  

William F. Rosenblum, Jr., Secretary                                            

                 HSBC USA INC.

                                 By:   /s/  L. Malcolm Burnett

                                 I. Malcolm Burnett, President
Witness:                                                                        

/s/ Philip S. Toohey                                                            

Philip S. Toohey, Secretary                                                     

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CERTIFICATE OF MERGER 

OF  

HSBC USA INC. 
(A Delaware Corporation)

INTO  

 REPUBLIC NEW YORK CORPORATION
  (A Maryland Corporation)

Pursuant to Section 252 of the General Corporation Law of the State of
Delaware                                                                        

It is hereby certified that:                                                    

1.  The constituent business corporations participating in the Merger 
herein certified are:                                                           

 (i)  HSBC USA INC. ("Old HSBC USA"), which is incorporated and existing
under the laws of the state of Delaware; and                                    

 (ii)  REPUBLIC NEW YORK CORPORATION ("Republic"), which is incorporated
and existing under the laws of the State of Maryland.                           

2.  A Plan and Agreement of Merger, including the Articles of Merger  
attached thereto (the "Plan of Merger") has been approved, adopted, certified,  
executed and acknowledged by each of the aforesaid constituent corporations in  
accordance with the provisions of subsection (c) of Section 252 of the General  
Corporation Law of the State of Delaware, to wit, by Old HSBC USA in the same   
manner as is provided in Section 251 of the General Corporation Law of the      
State of Delaware and by Republic in accordance with the laws of the State of   
Maryland.                                                                       

   3.  Republic, as the surviving corporation in the Merger herein certified
(the "Surviving Corporation"), will continue its existence upon the effective   
date of said Merger pursuant to the provisions of the laws of the State of      
Maryland.                                                                       

4.  The charter of the Surviving Corporation, as amended and          
supplemented, and as now in force and effect, shall continue to be the charter  
of the said Surviving Corporation.                                              

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5.  The executed Plan of Merger between the aforesaid constituent     
corporations is on file at the principal place of business of the Surviving     
Corporation, the address of which is as follows:                                

452 Fifth Avenue                                              
New York, NY 10018                                            

6.  A copy of the aforesaid Plan of Merger will be furnished by the   
Surviving Corporation, on request, and without cost, to any stockholder of      
each of the aforesaid constituent corporations.                                 

7.  The Surviving Corporation does hereby agree that it may be served 
with process in the State of Delaware in any proceeding for enforcement of any  
obligation of Old HSBC USA, as well as for enforcement of any obligation of     
the Surviving Corporation arising from the Merger herein certified, including   
any suit or other proceeding to enforce the right, if any, of any stockholder   
of Old HSBC USA as determined in appraisal proceedings pursuant to the          
provisions of Section 262 of the General Corporation Law of the State of        
Delaware; does hereby irrevocably appoint the Secretary of State of the State   
of Delaware as its agent to accept service of process in any such suit or       
other proceedings; and does hereby specify the following as the address to      
which a copy of such process shall be mailed by the Secretary of the State of   
Delaware:                                                                       

1 HSBC Center                                                 
Buffalo, NY 14203                                             

  8.  The merger herein certified shall become effective at 12:15 p.m. New
York City time on December 31, 1999.                                            

 IN WITNESS WHEREOF, the undersigned has duly caused this Certificate of
Merger to be executed by its duly authorized officer as of this 30th day of     
December, 1999.                                                                 

                                 REPUBLIC NEW YORK CORPORATION

                               By:   /s/ Gerald A. Ronning

                                        Gerald A. Ronning, President

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ARTICLES OF AMENDMENT     

OF      

REPUBLIC NEW YORK CORPORATION     

Republic New York Corporation, a Maryland corporation (the            

"Corporation"), certifies to the State Department of Assessments and Taxation   

of the State of Maryland as follows:                                            

FIRST:    The Charter of the Corporation is hereby amended by deleting

Article SECOND in its entirety and inserting in its place the following:        

"SECOND: The name of the Corporation (the       
"Corporation") is HSBC USA Inc."                

SECOND:   The amendment effected by these Articles was approved and   

advised by the Board of Directors by unanimous written action on December 31,   

1999, in accordance with the Maryland General Corporation Law (the "MGCL") and  

the Charter of the Corporation.  Pursuant to Section 2-605 of the MGCL, the     

amendment effected by these Articles does not require action by the             

stockholders of the Corporation.                                                

IN WITNESS WHEREOF, the Corporation has caused these Articles to be   

signed in its name and on its behalf this 3rd day of January, 2000 by its       

President who acknowledges that these Articles are the act of the Corporation   

and that, to the best of his knowledge, information and belief and under        

penalties for perjury, all matters and facts contained in these Articles are    

true in all material respects.                                                  

ATTEST:                                   REPUBLIC NEW YORK CORPORATION         

/s/  Philip S. Toohey                    By:  /s/ Youssef A. Nasr      (SEAL)   

Philip S. Toohey                              Youssef A. Nasr                   
Secretary                                     President                         

200                                                                             

HSBC USA INC.       

BY-LAWS       

(As Amended and Restated effective January 18, 2000)        

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BY-LAWS       
OF        
HSBC USA INC.       

ARTICLE I       
OFFICES       

Section 1.1     The principal office of HSBC USA Inc. (the "Corporation") in the
State of Maryland shall be in the City of Baltimore, State of Maryland.         

Section 1.2     The Corporation may also have offices at such other place or    
places, both within and without the State of Maryland, as the Board of          
Directors, or the President of the Corporation acting under delegated           
authority, may from time to time determine.                                     

            ARTICLE II
            STOCKHOLDERS

Section 2.1     Place of Stockholders' Meetings. Meetings of the Corporation's  
stockholders shall be held at such place in the United States as is set from    
time to time by the Corporation's Board of Directors.                           

Section 2.2     Annual Meetings of Stockholders.  An annual meeting of the      
Corporation's stockholders shall be held in April each year.  At each annual    
meeting, the Corporation's stockholders shall elect a Board of Directors and    
transact such other business as may properly be brought before the meeting in   
accordance with these By-Laws. Except as the Charter or statute provides        
otherwise, any business may be considered at an annual meeting without the      
purpose of the meeting having been specified in the notice.  Failure to hold    
an annual meeting does not invalidate the Corporation's corporate existence or  
affect any otherwise valid corporate acts of the Corporation.                   

Section 2.3     Special Meetings of Stockholders.  At any time in the interval  
between annual meetings, a special meeting of the Corporation's stockholders    
may be called by the Chairman of the Board or the President or by a majority    
of the Corporation's Board of Directors by vote at a meeting or in writing      
(addressed to the Corporate Secretary of the Corporation) with or without a     
meeting. Special meetings of the Corporation's stockholders shall be called by  
the Corporate Secretary on the written request of stockholders of the           
Corporation entitled to cast at least 25 percent of all the votes entitled to   
be cast at the meeting.  A stockholders  request for a special meeting shall    
state the purpose of the meeting and the matters proposed to be acted on at     
it.  The Corporate Secretary shall inform the stockholders who make the         
request of the reasonably estimated costs of preparing and mailing a notice of  
meeting and, on payment of these costs to the Corporation, notify each          
stockholder entitled to notice of the meeting.  Unless requested by             
stockholders entitled to cast a majority of all the votes entitled to be cast   
at the meeting, a special meeting need not be called to consider any matter     
which is substantially the same as a matter voted on at any special meeting of  
stockholders of the Corporation held in the preceding 12 months.  Business      
transacted at any special meeting of stockholders shall be limited to the       
purpose stated in the notice thereof.                                           

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Section 2.4     Notice of Stockholders' Meetings; Waiver of Notice.  Not less   
than 10 days nor more than 90 days before the date of every stockholders        
meeting, the Corporate Secretary shall give to each stockholder entitled to     
vote at such meeting written notice stating the time and place of the meeting   
and, in the case of a special meeting or if notice of the purpose is required   
by statute, the purpose or purposes for which the meeting is called, either by  
mail or by presenting it to him personally or by leaving it at his residence    
or usual place of business.  If mailed, such notice shall be deemed to be       
given when deposited in the United States mail addressed to the stockholder at  
his address as it appears on the records of the Corporation, with postage       
thereon prepaid. Notwithstanding the foregoing provisions, a waiver of notice   
in writing, signed by the person or persons entitled to such notice and filed   
with the records of the meeting, whether before or after the holding thereof,   
or actual attendance at the meeting in person or by proxy, shall be deemed      
equivalent to the giving of such notice to such persons.                        

Section 2.5     Quorum at Stockholders' Meetings; Voting; Adjournments.  Unless 
any statute or the Charter provides otherwise, at each meeting of the           
Corporation's stockholders, the presence in person or by proxy of stockholders  
entitled to cast a majority of all the votes entitled to be cast at the         
meeting constitutes a quorum, and a majority of all the votes cast at a         
meeting at which a quorum is present is sufficient to approve any matter which  
properly comes before the meeting, except that a plurality of all votes cast    
at a meeting at which a quorum is present is sufficient to elect a director.    
Whether or not a quorum is present, a meeting of stockholders convened on the   
date for which it was called may be adjourned from time to time without         
further notice by a majority vote of the stockholders present in person or by   
proxy to a date not more than 120 days after the original record date.  Any     
business which might have been transacted at the meeting as originally          
notified may be deferred and transacted at any such adjourned meeting at which  
a quorum is present.                                                            

Section 2.6     General Right to Vote; Proxies.  Unless the Charter provides for
a greater or lesser number of votes per share or limits or denies voting        
rights, each outstanding share of stock, regardless of class, is entitled to    
one vote on each matter submitted to a vote at a meeting of stockholders;       
however, a share is not entitled to be voted if any installment payable on it   
is overdue and unpaid.  In all elections of directors, each share of stock may  
be voted for as many persons as there are directors to be elected and for       
whose election the share is entitled to be voted.  A stockholder may vote the   
stock the stockholder owns of record either in person or by proxy.  A           
stockholder may sign a writing authorizing another person to act as proxy.      
Signing may be accomplished by the stockholder or the stockholder's authorized  
agent signing the writing or causing the stockholder's signature to be affixed  
to the writing by any reasonable means, including facsimile signature.  A       
stockholder may authorize another person to act as proxy by transmitting, or    
authorizing the transmission of, a telegram, cablegram, datagram, or other      
means of electronic transmission to the person authorized to act as proxy or    
to a proxy solicitation firm, proxy support service organization, or other      
person authorized by the person who will act as proxy to receive the            
transmission.  Unless a proxy provides for a longer period, it is not valid     
more than eleven months after its date.  A proxy is revocable by a stockholder  
at any time without condition or qualification unless the proxy states that it  
is irrevocable and the proxy is coupled with an interest.  The interest with    
which a proxy may be coupled includes an interest in the stock to be voted      
under the proxy or another general interest in the Corporation or its assets    
or liabilities.                                                                 

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Section 2.7     List of Stockholders.  At each meeting of stockholders, a full, 
true and complete list of all stockholders entitled to vote at such meeting,    
showing the number and class of shares held by each and certified by the        
transfer agent for such class or by the Corporate Secretary, shall be           
furnished by the Corporate Secretary.                                           

Section 2.8     Conduct of Voting.  At all meetings of stockholders, unless the 
voting is conducted by inspectors, the proxies and ballots shall be received,   
and all questions touching the qualification of voters and the validity of      
proxies, the acceptance or rejection of votes and procedures for the conduct    
of business not otherwise specified by these By-Laws, the Charter or law,       
shall be decided or determined by the chairman of the meeting.  If demanded by  
stockholders, present in person or by proxy, entitled to cast 10% in number of  
votes entitled to be cast, or if ordered by the chairman of the meeting, the    
vote upon any election or question shall be taken by ballot.  Before any        
meeting of the stockholders, the Board of Directors may appoint persons to act  
as inspectors of election at the meeting and any adjournment thereof.  If no    
inspectors of election are so appointed, the chairman of the meeting may, and   
on the request of stockholders, present in person or by proxy, entitled to      
cast 10% in number of votes entitled to be cast, shall, appoint inspectors of   
election at the meeting.  The number of inspectors shall be either one or       
more.  If inspectors are appointed at a meeting on the request of               
stockholders, the holders of a majority of shares present in person or by       
proxy shall determine whether one or more inspectors are to be appointed.  No   
candidate for election as a director at a meeting shall serve as an inspector   
thereat.  If any person appointed as inspector fails to appear or fails or      
refuses to act, the chairman of the meeting may, and upon the request of a      
stockholder shall, appoint a person to fill that vacancy.  The inspectors       
shall determine the number of shares outstanding and the voting power of each,  
the shares represented at the meeting, the existence of a quorum, and the       
authenticity, validity and effect of proxies; receive votes, ballots or         
consents; hear and determine all challenges and questions in any way arising    
in connection with the right to vote; count and tabulate all votes or           
consents; determine when polls shall close; determine the result; and do any    
other acts that may be proper to conduct the election or vote with fairness to  
all stockholders. Unless so demanded or ordered, no vote need be by ballot and  
voting need not be conducted by inspectors.                                     

Section 2.9.    Advance Notice Provisions for Election of Directors.            
Only persons who are nominated in accordance with the following procedures      
shall be eligible for election as directors of the Corporation.  Nominations    
of persons for election to the Board of Directors may be made at any annual     
meeting of stockholders, or at any special meeting of stockholders called for   
the purpose of electing directors, (a) by or at the direction of the Board of   
Directors (or any duly authorized committee thereof) or (b) by any stockholder  
of the Corporation (i) who is a stockholder of record on the date of the        
giving of the notice provided for in this Section 2.9 and on the record date    
for the determination of stockholders entitled to vote at such meeting and      
(ii) who complies with the notice procedures set forth in this Section 2.9.     

To be timely, a stockholder's notice must be delivered to or mailed and         
received by the Corporate Secretary at the principal executive offices of the   
Corporation (a) in the case of an annual meeting, not less than 120 days nor    
more than 150 days prior to the first anniversary of the preceding year's       
annual meeting; provided, however, that in the event that the date of the       
annual meeting is advanced by more than 30 days or delayed by more than 60      
days from such anniversary date, notice by the stockholder to be timely must    
be so delivered not earlier than the 150th day prior to such annual meeting     
and not later than the close of business on the later of the 120th day prior    
to such annual meeting or the 10th day following the day on which public        
announcement of the date of such meeting is first made; and (b) in the          
case of a special meeting of stockholders called for the purpose                

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of electing directors, not later than the close of business on the 10th day     
following the day on which notice of the date of the special meeting was        
mailed or public disclosure of the date of the special meeting was made,        
whichever first occurs.                                                         

To be in proper written form, a stockholder's notice to the Corporate           
Secretary must set forth (a) as to each person whom the stockholder proposes    
to nominate for election as a director, all information relating to such        
person that is required to be disclosed in connection with solicitations of     
proxies for election of directors pursuant to Regulation 14A of the Securities  
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and        
regulations promulgated thereunder; and (b) as to the stockholder giving the    
notice, (i) the name and address of such stockholder as they appear on the      
Corporation s books and of the beneficial owner, if any, on whose behalf the    
nomination is made, (ii) the class or series and number of shares of capital    
stock of the Corporation which are owned beneficially or of record by such      
stockholder and such beneficial owner, (iii) a description of all arrangements  
or understandings between such stockholder and each proposed nominee and any    
other person or persons (including their names) pursuant to which the           
nomination(s) are to be made by such stockholder, (iv) a representation that    
such stockholder intends to appear in person or by proxy at the meeting to      
nominate the persons named in its notice and (v) any other information          
relating to such stockholder that would be required to be disclosed in a proxy  
statement or other filings required to be made in connection with               
solicitations of proxies for election of directors pursuant to Regulation 14A   
of the Exchange Act and the rules and regulations promulgated thereunder.       
Such notice must be accompanied by a written consent of each proposed nominee   
to be named as a nominee and to serve as a director if elected.                 

No person shall be eligible for election as a director of the Corporation       
unless nominated in accordance with the procedures set forth in this Section    
2.9.  If the chairman of the meeting determines that nomination was not made    
in accordance with the foregoing procedures, the chairman shall declare to the  
meeting that the nomination was defective and such defective nomination shall   
be disregarded.  No adjournment or postponement of a meeting of stockholders    
shall commence a new period for the giving of notice of a stockholder proposal  
hereunder.                                                                      

Section 2.10.  Advance Notice Provisions for Business to be Transacted at       
Annual Meeting. No business may be transacted at an annual meeting of           
stockholders, other than business that is either (a) specified in the notice    
of meeting (or any supplement thereto) given by or at the direction of the      
Board of Directors (or any duly authorized committee thereof), (b) otherwise    
properly brought before the annual meeting by or at the direction of the Board  
of Directors (or any duly authorized committee thereof) or (c) otherwise        
properly brought before the annual meeting by any stockholder of the            
Corporation (i) who is a stockholder of record on the date of the giving of     
the notice provided for in this Section 2.10 and on the record date for the     
determination of stockholders entitled to vote at such annual meeting and (ii)  
who complies with the notice procedures set forth in this Section 2.10.         

To be timely, a stockholder's notice must be delivered to or mailed and         
received by the Corporate Secretary at the principal executive offices of the   
Corporation not less than 120 days nor more than 150 days prior to the first    
anniversary of the preceding year's annual meeting; provided, however, that in  
the event that the date of the annual meeting is advanced by more than 30 days  
or delayed by more than 60 days from such anniversary date, notice by the       
stockholder to be timely must be so delivered not earlier than the 150th day    
prior to such annual meeting and not later than the close of business on the    
later of the 120th day prior to such annual meeting or the 10th day following   
the day on which public announcement of the date of such meeting is first       
made.                                                                           

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205                                                                             

To be in proper written form, a stockholder's notice to the Corporate           
Secretary must set forth as to each matter such stockholder proposes to bring   
before the annual meeting (i) a brief description of the business desired to    
be brought before the annual meeting and the reasons for conducting such        
business at the annual meeting, (ii) the name and address of such stockholder   
as they appear on the Corporation s books and of the beneficial owner, if any,  
on whose behalf the proposal is made, (iii) the class or series and number of   
shares of capital stock of the Corporation which are owned beneficially or of   
record by such stockholder and such beneficial owner, (iv) a description of     
all arrangements or understandings between such stockholder and any other       
person or persons (including their names) in connection with the proposal of    
such business by such stockholder and any material interest of such             
stockholder in such business, and (v) a representation that such stockholder    
intends to appear in person or by proxy at the annual meeting to bring such     
business before the meeting.                                                    

No business shall be conducted at the annual meeting of stockholders except     
business brought before the annual meeting in accordance with the procedures    
set forth in Section 2.09 or in this Section 2.10, provided, however, that      
once business has been properly brought before the annual meeting in            
accordance with such procedures, nothing in Section 2.09 nor in this Section    
2.10 shall be deemed to preclude discussion by any stockholder of any such      
business.  If the chairman of an annual meeting determines that business was    
not properly brought before the annual meeting in accordance with the           
foregoing procedures, the chairman shall declare to the meeting that the        
business was not properly brought before the meeting and such business shall    
not be transacted.  No adjournment or postponement of a meeting of              
stockholders shall commence a new period for the giving of notice of a          
stockholder proposal hereunder.                                                 

 ARTICLE III
 DIRECTORS

Section 3.1     The number of directors of the Corporation which shall          
constitute the whole of the Corporation's Board of Directors (the "Board")      
shall not be less than three nor more than thirty. Within the limits above      
specified, the number of directors constituting the Board shall be determined   
by resolution of the Board or by the Corporation's stockholders at the Annual   
Meeting, but the tenure of office of a director shall not be affected by any    
decrease in the number of directors so made by the Board.  The directors shall  
be elected at the Annual Meeting of stockholders, except as provided in         
Section 3.2 of this Article, and each director elected shall hold office until  
the succeeding Annual Meeting of stockholders or until his successor is         
elected and qualified. Directors need not be stockholders.                      

Section 3.2     Vacancies and newly created directorships resulting from any    
increase in the authorized number of directors may be filled by a majority of   
the directors then in office, though less than a quorum, or by a sole           
remaining director, and the directors so chosen shall hold office until the     
next Annual Meeting and until their successors are duly elected and shall       
qualify, unless sooner displaced.                                               

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Section 3.3     The business of the Corporation shall be managed by its Board,  
which may exercise all such powers of the Corporation and do all such lawful    
acts and things as are not by statute or by the Articles of Incorporation or    
by these By-Laws directed or required to be exercised or done by the            
stockholders.  The directors shall choose from among their number a Chairman    
of the Board and a Vice Chairman of the Board.                                  

Section 3.4     At any meeting of stockholders, duly called and at which a      
quorum is present, the stockholders may, by the affirmative vote of the         
holders of a majority of the votes entitled to be cast on the election or       
removal of such director, remove any director or directors from office and may  
elect a successor or successors to fill any resulting vacancies for the         
unexpired terms of removed directors.  In case such a removal occurs but the    
stockholders entitled to vote thereon fail to fill any resulting vacancies,     
such vacancies may be filled by the Board of Directors pursuant to Section      
3.2.                                                                            

  MEETINGS OF THE BOARD OF DIRECTORS

Section 3.5     The Board may hold meetings, both regular and special, either   
within or without the State of Maryland.                                        

Section 3.6     After each meeting of stockholders at which a Board of Directors
shall have been elected, the Board of Directors so elected shall meet, as soon  
as practicable, for the purpose of organization and the transaction of other    
business; and, in the event that no other time is designated by the             
stockholders, the Board of Directors shall meet one hour after the time for     
such stockholders' meeting or immediately following the close of such meeting,  
whichever is later, on the day of such meeting.  No notice of such meeting      
shall be necessary if held as hereinabove provided.                             

Section 3.7     Regular meetings of the Board shall be held at such time and    
place as designated by the Board.  No notice of a Regular Meeting shall be      
required if the meeting is held according to a Schedule of Regular Meetings     
approved by the Board.                                                          

Section 3.8     Special Meetings of the Board may be called by the Chairman or  
the President upon notice to each director, either personally, by mail, by      
telex or by telegram.  Special Meetings shall be called by the President or     
Secretary in like manner and on like notice upon the written request of two or  
more directors.  Notice of the place, day and hour of every Special Meeting     
shall be given to each director at least twenty-four (24) hours before the      
time of the meeting, by delivering the same to him personally, by telephone,    
by telex, by telegraph, or by delivering the same at his residence or usual     
place of business, or, in the alternative, by mailing such notice at least      
seventy-two (72) hours before the time of the meeting, postage paid, and        
addressed to him at his last known post office address, according to the        
records of the Corporation.  Unless required by the By-Laws or by resolution    
of the Board of Directors, no notice of any meeting of the Board of Directors   
need state the business to be transacted thereat.  No notice of any meeting of  
the Board of Directors need be given to any director who attends, or to any     
director who, in writing executed and filed with the records of the meeting     
either before or after the holding thereof, waives such notice.  Any meeting    
of the Board of Directors, Annual or Special, may adjourn from time to time to  
reconvene at the same or some other place, and no notice need be given of any   
such adjourned meeting other than by announcement.                              

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Section 3.9     One third of the entire Board shall constitute a quorum at any  
meeting except as may be otherwise specifically provided by statute or by the   
Articles of Incorporation.  If a quorum shall not be present at any meeting of  
the Board, the directors present thereat may adjourn the meeting from time to   
time, without notice other than announcement at the meeting, until a quorum     
shall be present.  Members of the Board or any committee designated thereby     
may participate in a meeting of the Board or any such committee by means of a   
conference telephone or similar communications equipment by means of which all  
persons participating in the meeting can hear each other at the same time and   
participation by such means shall constitute presence in person at such         
meeting.                                                                        

Section 3.10    Unless otherwise restricted by the Articles of Incorporation or 
these By-Laws, any action required or permitted to be taken at any meeting of   
the Board or of any committee thereof may be taken without a meeting, if all    
members of the Board or committee, as the case may be, consent thereto, in      
writing or writings and the writing or writings are filed with the minutes of   
the proceedings of the Board or committee.                                      

Section 3.11    On any question on which the Board of Directors shall vote, the 
names of those voting and their votes shall be entered in the minutes of the    
meeting when any member of the Board so requests.                               

     COMMITTEES OF DIRECTORS

Section 3.12    Executive Committee.  The Board of Directors may appoint from   
among its members an Executive Committee of not less than five directors and    
one of which shall be appointed Chairman of the Executive Committee. When the   
Board of Directors is not in session, the Executive Committee shall have and    
may exercise, in the absence of or subject to any restrictions which the Board  
of Directors may from time to time impose, all of the powers of the Board of    
Directors in the management of the business and affairs of the Corporation,     
except the power to authorize dividends on stock, elect directors, issue stock  
other than as provided in the next sentence, recommend to the stockholders any  
action which requires stockholder approval, amend these By-Laws, or approve     
any merger or share exchange which does not require stockholder approval.  If   
the Board of Directors has given general authorization for the issuance of      
stock providing for or establishing a method or procedure for determining the   
number of shares to be issued, a committee of the Board, in accordance with     
that general authorization or any stock option or other plan or program         
adopted by the Board of Directors, may authorize or fix the terms of stock      
subject to classification or reclassification and the terms on which any stock  
may be issued, including all terms and conditions required or permitted to be   
established or authorized by the Board of Directors.                            

Section 3.13    Audit & Examining Committee.  The Board shall designate an Audit
& Examining Committee, which shall hold office until the next annual meeting    
of the Board following the annual meeting of stockholders, consisting of not    
less than three of its members, other than officers of the Corporation, and     
whose duty it shall be to make an examination at least once during each         
calendar year and within 15 months of the last such examination into the        
affairs of the Corporation including the administration of fiduciary powers,    
or cause suitable examinations to be made by auditors responsible only to the   
Board and to report the result of such examination in writing to the Board.     
Such report shall state whether the Corporation is in a sound condition,        
whether adequate internal controls and procedures are being maintained and      

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shall recommend to the Board such changes in the manner of conducting the       
affairs of the Corporation as shall be deemed advisable.                        

Section 3.14    Other Committees.  The Board of Directors may appoint any other 
committees, each of which shall be composed of one or more directors, as        
determined by the Board from time to time.  Such other committees shall have    
such powers, subject to the same limitations as are applicable to the           
Executive Committee under Section 3.12, as shall be designated by the Board     
from time to time.                                                              

Section 3.15    Committee Procedure.  Each committee shall keep minutes of its  
proceedings when exercising powers of the Board of Directors and may fix rules  
of procedure for its business. A majority of the members of a committee shall   
constitute a quorum for the transaction of business and the act of a majority   
of those present at a meeting at which a quorum is present shall be the act of  
the committee.  The members of a committee present at any meeting, whether or   
not they constitute a quorum, may appoint an eligible director to act in the    
place of an absent member.  Any action required or permitted to be taken at a   
meeting of a committee may be taken without a meeting, if an unanimous written  
consent which sets forth the action is signed by each member of the committee   
and filed with the minutes of the committee.  The members of a committee may    
conduct any meeting thereof by conference telephone in accordance with the      
provisions of Section 3.9.                                                      

COMPENSATION OF DIRECTORS 

Section 3.16    The Board shall fix the amounts to be paid directors for their  
services as directors and for their attendance at the meetings of the Board or  
of committees or otherwise.  No director who receives a salary from the         
Corporation shall receive any fee for attending meetings of the Board or of     
any of its committees.                                                          

RESIGNATION OF DIRECTORS

Section 3.17    Any director may resign at any time either by oral tender of    
such resignation at any meeting of the Board or to the Chairman or President    
or by giving written notice thereof to the Corporation.  Any resignation shall  
be effective immediately, unless a date certain is specified for it to take     
effect.                                                                         

ARTICLE IV  
OFFICERS  

Section 4.1     Executive and Other Officers.  The Corporation shall have a     
President, a Corporate Secretary and a Treasurer who shall be the Chief         
Financial Officer, and who need not be directors.  The Corporation shall also   
have a Chairman of the Board and a Chairman of the Executive Committee, and     
may have one or more Vice Chairmen, all of whom shall be directors. The Board   
shall designate who shall serve as chief executive officer, who shall have      
general supervision of the business and affairs of the Corporation.  In the     
absence of any designation, the Chairman of the Board, if there be one, shall   
serve as chief executive officer.  In the absence of the Chairman of the        
Board, or if there be none, the Chairman of the Executive Committee shall       
serve as the chief executive officer.  The Corporation may also have one or     
more Vice-Presidents, assistant and subordinate officers, other officers not    
designated by these By-Laws, and agents as it shall deem necessary, none of     
whom need be a director.  A person may hold more than one office in the         

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Corporation except that no person may serve concurrently as both President and  
Vice-President of the Corporation.                                              

Section 4.2     Chairman of the Board.  The Chairman of the Board shall be a    
director and shall preside at all meetings of the Board and of the              
Stockholders at which he shall be present.  Unless otherwise specified by the   
Board, he shall serve as the chief executive officer of the Corporation. In     
general, he shall perform such duties as are customarily performed by the       
chief executive officer of a corporation, and may also perform any duties of    
the President, and shall perform such other duties and may have such other      
powers as are, from time to time, assigned to him by the Board.                 

Section 4.3     Chairman of the Executive Committee.  The Chairman of the       
Executive Committee shall be a director and shall chair meetings of the         
Executive Committee, supervise and carry out policies adopted or approved by    
the Board and exercise such further powers and duties as are, from time to      
time, conferred upon or assigned to him by the Board.  Additionally, in the     
absence of the Chairman of the Board, the Chairman of the Executive Committee   
(a) shall serve as the Chief Executive Officer of the Corporation and (b)       
shall preside at all meetings of the Board and the Stockholders at which he     
shall be present.                                                               

Section 4.4     Vice Chairman.  Each Vice Chairman, if one or more be elected,  
shall be a director and shall perform such duties and may have such other       
powers as are, from time to time, assigned to him by the Board.                 

Section 4.5     President.  The President shall be a director.  The President   
may execute, in the name of the Corporation, all authorized deeds, mortgages,   
bonds, contracts or other instruments, except in cases in which the execution   
thereof shall have been expressly delegated to some other officer or agent of   
the Corporation.  In general, he shall perform such duties usually performed    
by a president of a corporation and shall perform such other duties and may     
have such other powers as are from time to time assigned to him by the Board.   

Section 4.6     Vice-Presidents.  The Vice-President or Vice-Presidents, at the 
request of the chief executive officer or the President, or in the absence of   
the President or during his inability or refusal to act, shall, in order of     
seniority of appointment, unless otherwise designated by the Board, the chief   
executive officer, or the President, perform the duties of the President, and   
when so acting, shall have all the powers of and be subject to all the          
restrictions upon the President.  Each Vice-President shall perform such other  
duties and have such other powers, and have such additional descriptive         
designations in their titles (if any), as are from time to time assigned to     
them by the Board, the chief executive officer, or the President.               

Section 4.7     Corporate Secretary.  The Corporate Secretary shall attend all  
meetings of the stockholders and all meetings of the Board and record, or       
cause to be recorded, all the procedures of the meetings of the stockholders    
and the Board in books to be kept for that purpose.  The Corporate Secretary    
may perform like duties for the standing committees when required.  He shall,   
as required, give, or cause to be given, notice of all meetings of the          
stockholders and meetings of the Board.  He shall have custody of the           
corporate seal of the Corporation and he, or a Deputy or Associate or           
Assistant Corporate Secretary, shall affix the same to any instrument which is  
required or desired to be under its seal and when so affixed, it may be         
attested by his signature or by the signature of such Deputy or Associate or    
Assistant Corporate Secretary.  The Board may give general authority to any     
other officer to affix the seal of the Corporation and to attest the affixing   
by his signature.  In general, the Corporate Secretary shall perform all        
duties incident to the office of a                                              

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secretary of a corporation, and shall perform such other duties and may have    
such other powers as are from time to time assigned to him by the Board, the    
chief executive officer or the President.                                       

Section 4.8     Deputy Corporate Secretary, Associate Corporate Secretary and   
Assistant Corporate Secretary.  The Deputy Corporate Secretary or the           
Associate Corporate Secretary or the Assistant Corporate Secretary, or if       
there be more than one, each of them, may, in the absence of the Corporate      
Secretary or during his inability or refusal to act, perform the duties and     
exercise the powers of the Corporate Secretary and shall perform such other     
duties and have such other powers as are from time to time assigned to each of  
them by the Board, the chief executive officer, the President or the Corporate  
Secretary.                                                                      

Section 4.9     Treasurer.  The Treasurer shall have charge of and be           
responsible for all corporate funds and securities and shall keep, or cause to  
be kept, full and accurate accounts of receipts and disbursements in books      
belonging to the Corporation and shall deposit, or cause to be deposited, all   
moneys and other valuable effects, in the name and to the credit of the         
Corporation, in such depositories as may from time to time be designated.  He   
shall render to the Board, the chief executive officer or the President, when   
so required, an account of the financial condition of the Corporation.  In      
general, the Treasurer shall perform all the duties incident to the office of   
a treasurer of a corporation, and shall perform such other duties and may have  
such other powers as are from time to time assigned to him by the Board, the    
chief executive officer or the President.                                       

Section 4.10    Assistant Treasurers.  The Assistant Treasurer, or if there     
shall be more than one, each of them, may, in the absence of the Treasurer or   
during his inability or refusal to act, perform the duties and exercise the     
powers of the Treasurer  and shall perform such other duties and have such      
other powers as are from time to time assigned to each of them by the Board,    
the chief executive officer, the President or the Treasurer.                    

Section 4.11    Assistant and Subordinate Officers, Other Officers and Agents.  
The assistant and subordinate officers of the Corporation are all officers      
below the office of Vice-President, Corporate Secretary or Treasurer.           
Assistant officers, subordinate officers, other officers not designated by      
these By-Laws, and agents shall perform such duties and have such powers as     
are from time to time assigned to them by the Board, the chief executive        
officer, the President, or any management committee or officer authorized by    
the Board or these By-Laws.                                                     

Section 4.12    Election, Tenure and Removal of Officers.  The Board shall elect
all officers but may authorize any management committee or officer to appoint   
any assistant or subordinate officer, other officer not designated by these     
By-Laws, or agent.  Election or appointment of any officer, employee or agent   
shall not of itself create contract rights.  All officers shall be appointed    
to hold their respective offices during the pleasure of the Board.  The Board   
may remove any officer at any time but may authorize any management committee   
or officer to remove any assistant or subordinate officer, other officer not    
designated by these By-Laws, or agent.  The removal of an officer does not      
prejudice any of his contract rights.  Any officer may resign at any time,      
either by oral tender of such resignation to the Chairman of the Board or the   
President or by giving written notice thereof to the Corporation.  Any          
resignation shall be effective immediately, unless a date certain is specified  
for it to take effect.  The Board may fill a vacancy which occurs in any        
office but may authorize any management committee or officer to fill any        
vacancy caused by the removal or resignation of any assistant or subordinate    
officer, other officer not designated by these By-Laws, or agent.               

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Section 4.13    Compensation.  The Board shall have power to fix the salaries   
and other compensation and remuneration, of whatever kind, of all officers of   
the Corporation.  No officer shall be prevented from receiving such salary by   
reason of the fact that he is also a director of the Corporation.  The Board    
may authorize any management committee or officer to fix the salaries,          
compensation and remuneration of any officers, employees and agents other than  
those who are members of the Management Executive Committee of the              
Corporation.                                                                    

ARTICLE V 
CERTIFICATES OF STOCK 

Section 5.1     Every holder of stock in the Corporation shall be entitled to   
have a certificate, signed by, or in the name of the Corporation by the         
Chairman of the Board or President or a Vice President and the Treasurer or an  
Assistant Treasurer, or the Secretary or a Deputy or Associate or Assistant     
Secretary of the Corporation, certifying the number of shares owned by him in   
the Corporation.                                                                

Section 5.2     Where a certificate is manually countersigned (1) by a transfer 
agent, other than the Corporation or its employee, or, (2) by a registrar,      
other than the Corporation or its employee, any other signature on the          
certificate may be facsimile.  In case any officer, transfer agent or           
registrar who has signed or whose facsimile signature has been placed upon a    
certificate shall have ceased to be such officer, transfer agent or registrar   
before such certificate is signed, it may be issued by the Corporation with     
the same effect as if he were such officer, transfer agent or registrar at the  
date of issue.                                                                  

   LOST CERTIFICATES

Section 5.3The Board may authorize a new certificate or certificates to be      
issued in place of any certificate or certificates theretofore issued by the    
Corporation alleged to have been lost, stolen or destroyed, upon the making of  
an affidavit of that fact by the person claiming the certificate of stock to    
be lost, stolen or destroyed.  When authorizing such issue of a new             
certificate or certificates, the Board may, in its discretion and as a          
condition precedent to the issuance thereof, require the owner of such lost,    
stolen or destroyed certificate or certificates, or his legal representative,   
to advertise the same in such manner as it shall require and/or to give the     
Corporation a bond in such sum as it may direct as indemnity against any claim  
that may be made against the Corporation with respect to the certificate        
alleged to have been lost, stolen or destroyed.                                 

TRANSFER OF STOCK   

Section 5.4     Upon surrender to the Corporation or the transfer agent of the  
Corporation of a certificate for shares duly endorsed or accompanied by proper  
evidence of succession, assignment or authority to transfer, it shall be the    
duty of the Corporation to issue a new certificate to the person entitled       
thereto, cancel the old certificate and record the transaction upon its books.  

Section 5.5     The Board may, at its discretion, appoint one or more banks or  
trust companies in New York City, and in such other city or cities as the       
Board may deem advisable, including any banking subsidiary of the Corporation,  
from time to time, to act as transfer agent(s) and registrar(s) of the stock    
of the Corporation.                                                             

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FIXING RECORD DATE

Section 5.6     The Board is hereby empowered to fix, in advance, a date as the 
record date for the purpose of determining stockholders, or stockholders        
entitled to receive payment of any dividend or the allotment of any rights, or  
in order to make determination of stockholders for any other proper purpose.    
Such date in any case shall be not more than ninety (90) days, and in case of   
a meeting of stockholders, not less than ten (10) days, prior to the date of    
which the particular action, requiring such determination of stockholders is    
to be taken.  In lieu of fixing a record date, the Board may provide that the   
stock transfer books shall be closed for a stated period but not to exceed, in  
any case, twenty (20) days.  If the stock transfer books are closed for the     
purpose of determining stockholders entitled to notice of or to vote at a       
meeting of stockholders, such books shall be closed for at least ten (10) days  
immediately preceding such meeting.                                             

STOCK LEDGER    

Section 5.7     Original or duplicate stock ledgers, containing the name and    
addresses of the stockholders of the Corporation and the number of shares of    
each class held by them respectively, shall be kept at the offices of a         
transfer agent for the particular class of stock, within or without the State   
of Maryland, or, if none, at a principal office or the principal executive      
offices of the Corporation.                                                     

REGISTERED STOCKHOLDERS   

Section 5.8     The Corporation shall be entitled to recognize the exclusive    
right of a person registered on its books as the owner of shares to receive     
dividends, and to vote as such owner, and to hold liable for calls and          
assessments a person registered on its books as the owner of shares, and shall  
not be bound to recognize any equitable or other claim to or interest in such   
share or shares on the part of any other person, whether or not it shall have   
express or other notice thereof, except as otherwise provided by the laws of    
Maryland.                                                                       

ARTICLE VI  
GENERAL PROVISIONS  

DIVIDENDS   

Section 6.1     Subject to the provisions of the Articles of Incorporation,     
dividends, if any, may be declared by the Board at any meeting, pursuant to     
the law.                                                                        

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EXECUTION OF INSTRUMENTS

Section 6.2     All agreements, indentures, mortgages, deeds, conveyances,      
transfers, certificates, declarations, receipts, discharges, releases,          
satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds,  
undertakings, proxies and other instruments or documents may be signed,         
executed, acknowledged, verified, delivered or accepted on behalf of the        
Corporation by the Chairman of the Board, or the President, or the Chief        
Executive Officer, or the Secretary, or any Vice President, or any other        
officer or employee designated by the Board or the Chief Executive Officer or   
his designee.  Any such instruments may also be executed, acknowledged,         
verified, delivered or accepted in behalf of the Corporation in such other      
manner and by such other officers as the Board may from time to time direct.    
The provisions of this Section 6.2 are supplementary to any other provisions    
of these By-Laws.  Each of the foregoing authorizations shall be at the         
pleasure of the Board, and each such authorization by the Chief Executive       
Officer or his designee also shall be at the pleasure of the Chief Executive    
Officer.                                                                        

FISCAL YEAR   

Section 6.3     The fiscal year of the Corporation shall be the calendar year.  

SEAL    

Section 6.4     The Corporation's seal shall have inscribed thereon the name of 
the Corporation and the words "Corporate Seal, Maryland".  The seal may be      
used by causing it or a facsimile thereof to be impressed or affixed or         
reproduced or otherwise.                                                        

SHARES OF OTHER CORPORATIONS  

Section 6.5     The Chairman of the Board, the President, any Vice President,   
and the Secretary is each authorized to vote, represent and exercise on behalf  
of the Corporation all rights incident to any and all shares of any other       
corporation or corporations standing in the name of the Corporation. The        
authority herein granted to said officer to vote or represent on behalf of the  
Corporation any and all shares held by the Corporation in any other             
corporation or corporations may be exercised either by said officer in person   
or by any other person authorized so to do by proxy or power of attorney duly   
executed by said officers.  Notwithstanding the above, however, the Board, in   
its discretion, may designate by resolution the person to vote or represent     
said shares of other corporations.                                              

RECORDS     

Section 6.6     The By-Laws and the proceedings of all meeting of the           
shareholders, the Board, and standing committees of the Board, shall be         
recorded in appropriate minute books provided for the purpose.  The minutes of  
each meeting shall be signed by the Secretary or other officer appointed to     
act as Secretary of the meeting.                                                

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214                                                                             

EMERGENCY OPERATIONS    

Section 6.7     In the event of war or warlike damage or disaster of sufficient 
severity to prevent the conduct and management of the affairs, business, and    
property of the Corporation by its directors and officers as contemplated by    
these By-Laws, any two or more available members of the then incumbent Board    
shall constitute a quorum for the full conduct and management of the affairs,   
business, and property of the Corporation.  This By-Law shall be subject to     
implementation by resolutions of the Board passed from time to time for that    
purpose, and any provisions of these By-Laws (other than this Section) and any  
resolutions which are contrary to the provisions of this Section or to the      
provisions of any such implementary resolutions shall be suspended until it     
shall be determined by any interim Board acting under this Section that it      
shall be to the advantage of the Corporation to resume the conduct and          
management of its affairs, business, and property under all of the other        
provisions of these By-Laws.                                                    

RIGHT TO INDEMNIFICATION  

Section 6.8  (a) .  Each person who was or is made a party or is threatened to  
be made a party to or is otherwise involved in any action, suit or proceeding,  
whether civil, criminal, administrative or investigative, by reason of the      
fact that he is or was a director or officer of the Corporation or, while a     
director or officer of the Corporation is or was serving at the request of the  
Corporation as a director, officer, employee or agent of another corporation    
or of a partnership, joint venture, trust or other enterprise, including        
service with respect to an employee benefit plan (an "Indemnitee"), whether     
the basis of such proceeding is alleged action in an official capacity as a     
director, officer, employee or agent or in any other capacity while serving as  
a director or officer, shall be indemnified and held harmless by the            
Corporation to the fullest extent authorized by the Annotated Code of           
Maryland, as the same exists or may hereafter be amended, against all expense,  
liability and loss (including attorneys' fees, judgments, fines, ERISA excise   
taxes or penalties and amounts paid in settlement) reasonably incurred or       
suffered by such Indemnitee in connection therewith and such indemnification    
shall continue as to an Indemnitee who has ceased to be a director or officer   
and shall inure to the benefit of the Indemnitee's heirs, executors and         
administrators; provided, however, that, except as provided in Section 6.8(b)   
hereof with respect to proceedings to enforce rights to indemnification, the    
Corporation shall indemnify any such Indemnitee in connection with a            
proceeding (or party thereof) initiated by such Indemnitee only if such         
proceeding (or part thereof) was authorized by the Board.  The right to         
indemnification conferred in this Section 6.8 shall be a contract right and     
shall include the right to be paid by the Corporation the expenses incurred in  
defending any such proceeding in advance of its final disposition; provided,    
however, that, if the Annotated Code of Maryland so requires, an advancement    
of expenses incurred by an Indemnitee shall be made only upon delivery to the   
Corporation of an undertaking, by or on behalf of such Indemnitee, to repay     
all amounts so advanced if it shall ultimately be determined by final judicial  
decision from which there is no further right to appeal that such Indemnitee    
is not entitled to be indemnified for such expenses under this Section or       
otherwise.                                                                      

(b)  Right of Indemnitee to Bring Suit.  If a claim under paragraph         
(a) of this Section 6.8 is not paid in full by the Corporation within sixty     
days after a written claim has been received by the Corporation, except in the  
case of a claim for an advancement of expenses, in which case the applicable    
period shall be twenty days, the Indemnitee may at any time thereafter bring    
suit against the Corporation to recover the unpaid amount of the claim.  If     
successful in whole or in part in any such suit, or in a suit brought by the    
Corporation to recover an advancement of expenses pursuant to the terms of      
such Indemnitee's undertaking the Indemnitee shall be entitled to be paid the   
expense of prosecuting or defending such suit.  In any suit brought by the      
Indemnitee to enforce a right to indemnification hereunder it shall be a        

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defense that, and in any suit by the Corporation to recover an advancement of   
expenses pursuant to the terms of an undertaking the Corporation shall be       
entitled to recover such expenses upon a final adjudication that, the           
Indemnitee has not met the applicable standard of conduct set forth in the      
Annotated Code of Maryland.  Neither the failure of the Corporation to have     
made a determination prior to the commencement of such suit that                
indemnification of the Indemnitee is proper in the circumstances because the    
Indemnitee has met the applicable standard of conduct set forth in the          
Annotated Code of Maryland, nor an actual determination by the Corporation      
that the Indemnitee has not met such applicable standard of conduct, shall      
create a presumption that the Indemnitee has not met the applicable standard    
of conduct or, in the case of such a suit brought by the Indemnitee, be a       
defense to such suit.  In any suit brought by the Indemnitee to enforce a       
right to indemnification or to an advancement of expenses hereunder, or by the  
Corporation to recover an advancement of expenses pursuant to the terms of an   
undertaking by the Indemnitee, the Corporation shall have the burden of         
proving that the Indemnitee is not entitled to be indemnified, or to such       
advancement of expenses, under this Section 6.8 or otherwise.                   

(c)  Non-Exclusivity of Rights.  The rights to indemnification and to the   
advancement of expenses conferred in this Section 6.8 shall not be exclusive    
of any other right which any person may have or hereafter acquire under any     
statute, the Corporation's Certificate of Incorporation, By-Law, agreement,     
vote of shareholders or disinterested directors or otherwise.                   

(d)  Indemnification of Employees and Agents of the Corporation.  The       
Corporation may, to the extent authorized from time to time by the Board,       
grant rights to indemnification, and to the advancement of expenses to any      
employee or agent of the Corporation to the fullest extent of the provisions    
of this Section 6.8 with respect to the indemnification and advancement of      
expenses of directors and officers of the Corporation.                          

(e)    Insurance.  The Corporation may maintain insurance, at its expense,  
to protect itself and any director, officer, employee or agent of the           
Corporation or another corporation, partnership, joint venture, trust or other  
enterprise against any expense, liability or loss, whether or not the           
Corporation would have the power to indemnify such person against such          
expense, liability or loss under the Delaware General Corporation Law, as the   
same exists or may hereafter be amended.                                        

ARTICLE VII 
AMENDMENTS  

Section 7.1     The By-Laws may be added to, amended, altered or repealed at any
regular meeting of the Board, by a vote of a majority of the total number of    
the directors, or at any meeting of shareholders, duly called and held, by a    
majority of the stock represented at such meeting.                              

ARTICLE VIII

Section 8.1     Notwithstanding any other provision of the charter of the       
Corporation or these By-Laws, Title 3, Subtitle 7 of the Corporations and       
Associations Article of the Annotated Code of Maryland (or any successor        
statute) shall not apply to the acquisition of all of the common stock, $5.00   
par value per share, of the Corporation by HSBC Holdings plc, an English        
public limited company, pursuant to that certain Transaction Agreement and      
Plan of Merger, dated May 10, 1999, as amended by Amendment No. 1, dated        
November 8, 1999, and as may be further amended from time to time, by and       
among HSBC Holdings Plc, the Corporation, Safra Republic Holdings S.A., a       
societe anonyme                                                                 

-16-  
216                                                                             

organized and existing under the laws of Luxembourg, and RNYC Merger            
Corporation, a Maryland corporation, and to the other transactions              
contemplated thereby.                                                           

Section 8.2     Notwithstanding any other provision of the charter of the       
Corporation or these By-Laws, Title 3, Subtitle 7 of the Corporations and       
Associations Article of the Annotated Code of Maryland (or any successor        
statute) shall not apply to the grant by the Corporation of the option to HSBC  
Holdings Plc, an English public limited company, pursuant to that certain       
Stock Option Agreement, dated May 10, 1999, between the Corporation and HSBC    
of shares of the Corporation s common stock pursuant thereto.                   

Section 8.3     Notwithstanding any other provision of the charter of the       
Corporation or these By-Laws, Title 3, Subtitle 7 of the Corporations and       
Associations Article of the Annotated Code of Maryland (or any successor        
statute) shall not apply to the Stockholders Agreement, dated May 10, 1999,     
as amended by Amendment No. 1 to the Stockholders Agreement, dated November 8,  
1999, and as may be further amended from time to time, among HSBC, an           
English public limited company, RNYC Holdings Limited, a Gibraltar              
corporation, Congregation Beit Yaakov, Saban S.A., a Panamanian corporation,    
Mr. Edmond J. Safra, HSBC North America Inc., a Delaware corporation, and in    
part, the Corporation, or the exercise by HSBC of its rights thereunder.        

-17-  
217                                                                             

                                                        [Enlarge/Download Table]


                                                                   Exhibit 12.01      

                                 HSBC USA Inc.                                        
                Computation of Ratio of Earnings to Fixed Charges                     
                         (in millions, except ratios)                                 
-----------------------------------------------------------------------------------   
                                                  Year Ended December 31,             
                                       1999      1998      1997      1996     1995    
-----------------------------------------------------------------------------------   
                                                                                      
Excluding interest on deposits                                                        

Net income                           $  464    $  527    $  471    $  380    $ 284    
Applicable income tax expense           308       238       193       171       52    
Less undistributed equity earnings        4         2         2         2            -
Fixed charges:                                                                        
  Interest on:                                                                        
   Borrowed funds                       130       204       197       121       81    
   Long-term debt                       112        96       112        48       50    
  One third of rents, net of                                                          
   income from subleases                 15        14        14        12       12    
-----------------------------------------------------------------------------------   
Total fixed charges                     257       314       323       181      143    
Earnings before taxes based                                                           
 on income and fixed charges         $1,025    $1,077    $  985    $  730    $ 479    
-----------------------------------------------------------------------------------   

Ratio of earnings to fixed charges     3.99      3.43      3.05      4.03     3.35    
-----------------------------------------------------------------------------------   

Including interest on deposits                                                        

Total fixed charges (as above)       $  257    $  314    $  323    $  181    $ 143    
Add: Interest on deposits               853       867       679       481      465    
-----------------------------------------------------------------------------------   
Total fixed charges and interest                                                      
 on deposits                         $1,110    $1,181    $1,002    $  662    $ 608    
-----------------------------------------------------------------------------------   

Earnings before taxes based on                                                        
income and fixed charges (as above)  $1,025    $1,077    $  985    $  730    $ 479    
Add: Interest on deposits               853       867       679       481      465    
-----------------------------------------------------------------------------------   
Total                                $1,878    $1,944    $1,664    $1,211    $ 944    
-----------------------------------------------------------------------------------   

Ratio of earnings to fixed charges     1.69      1.65      1.66      1.83     1.55    
-----------------------------------------------------------------------------------   


218                                                                             

                                                                [Download Table]


                                                                     Exhibit 12.02 

                              HSBC USA Inc.                                        
       Computation of Ratio of Earnings to Combined Fixed Charges                  
                         and Preferred Dividends                                   
                      (in millions, except ratios)                                 
-----------------------------------------------------------------------------------
                                                  Year Ended December 31,          
                                       1999      1998      1997      1996     1995 
-----------------------------------------------------------------------------------
                                                                                   
Excluding interest on deposits                                                     

Net income                           $  464    $  527    $  471    $  380    $ 284 
Applicable income tax expense           308       238       193       171       52 
Less undistributed equity earnings        4         2         2         2        - 
Fixed charges:                                                                     
  Interest on:                                                                     
   Borrowed funds                       130       204       197       121       81 
   Long-term debt                       112        96       112        48       50 
  One third of rents, net of                                                       
   income from subleases                 15        14        14        12       12 
-----------------------------------------------------------------------------------
Total fixed charges                     257       314       323       181      143 
Earnings before taxes based                                                        
 on income and fixed charges         $1,025    $1,077    $  985    $  730    $ 479 
-----------------------------------------------------------------------------------

Total fixed charges                  $  257    $  314    $  323    $  181    $ 143 
Preferred dividends                       -         -         1         6        6 
Ratio of pretax income to                                                          
 income after applicable income                                                    
 tax expense                           1.66      1.45      1.41      1.45     1.18 
-----------------------------------------------------------------------------------
Total preferred stock dividend                                                     
 factor                                   -         -         2         9        7 
Fixed charges, including preferred                                                 
 stock dividend factor               $  257    $  314    $  325    $  190    $ 150 
-----------------------------------------------------------------------------------

Ratio of earnings to combined                                                      
 fixed charges and preferred                                                       
 dividends                             3.99      3.43      3.03      3.84     3.19 
-----------------------------------------------------------------------------------

Including interest on deposits                                                     

Total fixed charges, including                                                     
 preferred stock dividend factor                                                   
 (as above)                          $  257    $  314    $  325    $  190    $ 150 
Add: Interest on deposits               853       867       679       481      465 
-----------------------------------------------------------------------------------
Fixed charges, including                                                           
 preferred stock dividend factor                                                   
 and interest on deposits            $1,110    $1,181    $1,004    $  671    $ 615 
-----------------------------------------------------------------------------------

Earnings before taxes based on                                                     
 income and fixed charges                                                          
 (as above)                          $1,025    $1,077    $  985    $  730    $ 479 
Add: Interest on deposits               853       867       679       481      465 
-----------------------------------------------------------------------------------
Total                                $1,878    $1,944    $1,664    $1,211    $ 944 
-----------------------------------------------------------------------------------

Ratio of earnings to combined                                                      
 fixed charges and preferred                                                       
 dividends                             1.69      1.65      1.66      1.80     1.53 
-----------------------------------------------------------------------------------


219                                                                             

                                                            Exhibit 23

Consent of Independent Accountants

The Board of Directors                                                          
HSBC USA Inc.:                                                                  

We consent to incorporation by reference in Registration Statements (No.        
333-42421, 333-53647, 333-42421-01, 333-42421-02) on Form S-3 of HSBC USA Inc.  
of our report dated February 9, 2000, except as to Note 27 which is as of       
February 28, 2000, relating to the consolidated balance sheets of HSBC USA      
Inc. and subsidiaries as of December 31, 1999 and 1998, and the related         
consolidated statements of income, changes in stockholders' equity, and cash    
flows for each of the years in the three-year period ended December 31, 1999,   
and the consolidated balance sheets of HSBC Bank USA and subsidiaries as of     
December 31, 1999 and 1998, which report appears in the 1999 HSBC USA Inc.      
Annual Report on Form 10-K.                                                     

/s/ KPMG LLP                                                                    

Buffalo, New York                                                               
March 28, 2000                                                                  

220                                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
		5/15/17
		12/15/16
		12/4/16
		11/15/16
		3/19/09		FWP
		10/1/07		424B2,  FWP
		5/15/07
		12/15/06
		12/4/06		FWP
		11/15/06
		3/29/02
		5/15/01
		1/1/01
		7/1/00
Filed as of:		3/30/00
Filed on:		3/29/00
		3/28/00
		3/11/00
		3/8/00		8-K
		3/1/00
		2/28/00
		2/25/00
		2/23/00
		2/14/00		SC 13G/A
		2/9/00
		2/7/00
		2/4/00
		1/20/00
		1/18/00
		1/10/00		15-12B,  8-K
		1/7/00
		1/3/00
		1/1/00
For Period End:		12/31/99		8-K
		12/30/99
		12/29/99
		12/22/99
		12/16/99
		11/30/99
		11/29/99
		11/8/99		8-K,  SC 13D/A
		11/6/99
		11/5/99
		10/29/99
		10/22/99		8-K
		10/12/99
		10/7/99
		10/1/99		8-K
		9/30/99		10-Q
		9/15/99
		9/9/99
		9/1/99
		7/22/99
		7/1/99
		5/20/99
		5/14/99		10-Q,  8-K/A
		5/10/99		3,  8-K
		5/9/99
		3/19/99		DEF 14A
		1/1/99
		12/31/98		10-K,  11-K
		1/21/98
		1/1/98
		12/31/97		10-K,  10-K/A,  11-K
		9/23/97
		6/25/97
		5/28/97		DEF 14A
		2/27/97
		1/1/97
		8/21/96
		7/1/96
		10/1/95
		8/7/95
		6/26/95		8-A12B/A,  8-K
		5/15/95		10-Q
		7/1/94
		6/30/94		10-Q
		5/23/94		8-A12B/A,  8-K
		5/3/94
		3/31/94		10-Q
		4/21/93
		1/20/93
		7/1/92
		4/30/92
		2/24/92
				List all Filings

16 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/30/24  HSBC USA Inc./MD                  10-Q        3/31/24  128:33M
 2/21/24  HSBC USA Inc./MD                  10-K       12/31/23  194:45M
10/30/23  HSBC USA Inc./MD                  10-Q        9/30/23  137:38M
 8/01/23  HSBC USA Inc./MD                  10-Q        6/30/23  136:37M
 5/02/23  HSBC USA Inc./MD                  10-Q        3/31/23  135:36M
 2/21/23  HSBC USA Inc./MD                  10-K       12/31/22  188:48M
10/25/22  HSBC USA Inc./MD                  10-Q        9/30/22  136:40M
 8/01/22  HSBC USA Inc./MD                  10-Q        6/30/22  134:40M
 4/26/22  HSBC USA Inc./MD                  10-Q        3/31/22  134:36M
 2/22/22  HSBC USA Inc./MD                  10-K       12/31/21  193:49M
10/25/21  HSBC USA Inc./MD                  10-Q        9/30/21  141:46M
 8/02/21  HSBC USA Inc./MD                  10-Q        6/30/21  141:46M
 4/27/21  HSBC USA Inc./MD                  10-Q        3/31/21  137:40M
 2/23/21  HSBC USA Inc./MD                  10-K       12/31/20  199:52M
10/27/20  HSBC USA Inc./MD                  10-Q        9/30/20  142:50M
 8/03/20  HSBC USA Inc./MD                  10-Q        6/30/20  140:43M