BENEFITS SCHEDULES

SERP III



|                  |  |            |    |  |  |  |    |  
|----------------- |  | ---------- | -- |  |  |  | -- | -
|Attained Age Upon
|Termination       |  | Percentage
|                  |  |           
|Less than         |  |            | 55 |  |  |  | 0  | %
|                 
|                 
|                 
|                 
|                  |  |            | 55 |  |  |  | 20 | %
|                 
|                 
|                 
|                 
|                  |  |            | 56 |  |  |  | 24 | %
|                 
|                 
|                 
|                 
|                  |  |            | 57 |  |  |  | 28 | %
|                 
|                 
|                 
|                 
|                  |  |            | 58 |  |  |  | 32 | %
|                 
|                 
|                 
|                 
|                  |  |            | 59 |  |  |  | 36 | %
|                 
|                 
|                 
|                 
|                  |  |            | 60 |  |  |  | 40 | %
|                 
|                 
|                 
|                 
|                  |  |            | 61 |  |  |  | 44 | %
|                 
|                 
|                 
|                 
|                  |  |            | 62 |  |  |  | 48 | %
|                 
|                 
|                 
|                 
|                  |  |            | 63 |  |  |  | 52 | %
|                 
|                 
|                 
|                 
|                  |  |            | 64 |  |  |  | 56 | %
|                 
|                 
|                 
|                 
|                  |  |            | 65 |  |  |  | 60 | %
|                 
|                 
|                 
|                 
|More than         |  |            | 65 |  |  |  | 60 | %

The annual salary of a Member for purposes of determining the Members benefits
under SERP III, including retirement, disability and survivor benefits, shall
not exceed $300,000. This limitation will be reviewed periodically by the Board
of Directors.





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EXHIBIT 12

EXHIBIT 12: COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS
(dollars in thousands)

|                                                                                                                      |  |                                 |           |      |  |      |           |      |  |      |           |   |  |   |           |   |  |   |           |  
|--------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | --------- | ---- |  | ---- | --------- | ---- |  | ---- | --------- | - |  | - | --------- | - |  | - | --------- | -
|                                                                                                                      |  | For the Year Ended December 31,
|                                                                                                                      |  |                                
|                                                                                                                      |  | 2000                            |           | 1999 |  | 1998 |           | 1997 |  | 1996
|                                                                                                                      |  |                                
|INCLUDING INTEREST ON DEPOSITS                                                                                       
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Earnings:                                                                                                            
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Income before income taxes                                                                                            |  | $                               | 2,120,407 |      |  | $    | 1,654,964 |      |  | $    | 1,254,065 |   |  | $ | 1,022,108 |   |  | $ | 731,294   |  
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Fixed charges                                                                                                         |  |                                 | 1,702,953 |      |  |      | 1,341,993 |      |  |      | 1,238,596 |   |  |   | 1,035,069 |   |  |   | 755,884   |  
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Interest capitalized during period, net of
amortization of previously capitalized interest                            |  |                                 | (3,490    | )    |  |      | (2,949    | )    |  |      | (5,400    | ) |  |   | (4,967    | ) |  |   | (2,370    | )
|                                                                                                                      |  |                                
|Earnings, for computation purposes                                                                                    |  | $                               | 3,819,870 |      |  | $    | 2,994,008 |      |  | $    | 2,487,261 |   |  | $ | 2,052,210 |   |  | $ | 1,484,808 |  
|                                                                                                                      |  |                                
|Fixed Charges and Preferred Stock Dividend Requirements:                                                             
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Interest on deposits, short-term borrowings,
and long-term debt and bank notes,
expensed or capitalized               |  | $                               | 1,695,735 |      |  | $    | 1,331,860 |      |  | $    | 1,229,503 |   |  | $ | 1,023,765 |   |  | $ | 746,008   |  
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Portion of rents representative of the interest factor                                                                |  |                                 | 7,218     |      |  |      | 10,133    |      |  |      | 9,093     |   |  |   | 11,304    |   |  |   | 9,876     |  
|                                                                                                                      |  |                                
|Fixed charges                                                                                                         |  |                                 | 1,702,953 |      |  |      | 1,341,993 |      |  |      | 1,238,596 |   |  |   | 1,035,069 |   |  |   | 755,884   |  
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Preferred stock dividend requirements                                                                                 |  |                                 | 23,706    |      |  |      | 23,123    |      |  |      | 23,089    |   |  |   | 32,065    |   |  |   | 23,269    |  
|                                                                                                                      |  |                                
|Fixed charges and preferred stock dividend requirements,
including interest on deposits, for computation purposes     |  | $                               | 1,726,659 |      |  | $    | 1,365,116 |      |  | $    | 1,261,685 |   |  | $ | 1,067,134 |   |  | $ | 779,153   |  
|                                                                                                                      |  |                                
|Ratio of earnings to combined fixed charges and preferred stock dividend
requirements, including interest on deposits |  |                                 | 2.21      |      |  |      | 2.19      |      |  |      | 1.97      |   |  |   | 1.92      |   |  |   | 1.91      |  
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|EXCLUDING INTEREST ON DEPOSITS                                                                                       
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Earnings:                                                                                                            
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Income before income taxes                                                                                            |  | $                               | 2,120,407 |      |  | $    | 1,654,964 |      |  | $    | 1,254,065 |   |  | $ | 1,022,108 |   |  | $ | 731,294   |  
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Fixed charges                                                                                                         |  |                                 | 442,378   |      |  |      | 422,567   |      |  |      | 422,492   |   |  |   | 341,149   |   |  |   | 227,999   |  
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Interest capitalized during period, net of amortization of previously
capitalized interest                            |  |                                 | (3,511    | )    |  |      | (2,970    | )    |  |      | (5,421    | ) |  |   | (4,988    | ) |  |   | (2,391    | )
|                                                                                                                      |  |                                
|Earnings, for computation purposes                                                                                    |  | $                               | 2,559,274 |      |  | $    | 2,074,561 |      |  | $    | 1,671,136 |   |  | $ | 1,358,269 |   |  | $ | 956,902   |  
|                                                                                                                      |  |                                
|Fixed Charges and Preferred Stock Dividend Requirements:                                                             
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Interest on short-term borrowings, and long-term debt and bank notes,
expensed or capitalized                         |  | $                               | 435,160   |      |  | $    | 412,434   |      |  | $    | 413,399   |   |  | $ | 329,845   |   |  | $ | 218,123   |  
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Portion of rents representative of the interest factor                                                                |  |                                 | 7,218     |      |  |      | 10,133    |      |  |      | 9,093     |   |  |   | 11,304    |   |  |   | 9,876     |  
|                                                                                                                      |  |                                
|Fixed charges                                                                                                         |  |                                 | 442,378   |      |  |      | 422,567   |      |  |      | 422,492   |   |  |   | 341,149   |   |  |   | 227,999   |  
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Preferred stock dividend requirements                                                                                 |  |                                 | 23,706    |      |  |      | 23,123    |      |  |      | 23,089    |   |  |   | 32,065    |   |  |   | 23,269    |  
|                                                                                                                      |  |                                
|Fixed charges and preferred stock dividend requirements,
excluding interest on deposits, for computation purposes     |  | $                               | 466,084   |      |  | $    | 445,690   |      |  | $    | 445,581   |   |  | $ | 373,214   |   |  | $ | 251,268   |  
|                                                                                                                      |  |                                
|Ratio of earnings to combined fixed charges and preferred stock dividend
requirements, excluding interest on deposits |  |                                 | 5.49      |      |  |      | 4.65      |      |  |      | 3.75      |   |  |   | 3.64      |   |  |   | 3.81      |  

The ratio of earnings to combined fixed charges and preferred stock dividend requirements is computed by dividing (i) income before income taxes
and fixed charges less interest capitalized during such period, net of amortization of previously capitalized interest, by (ii) fixed charges and preferred
stock dividend requirements. Fixed charges consist of interest, expensed or capitalized, on borrowings (including or excluding deposits, as
applicable), and the portion of rental expense which is deemed representative of interest. The preferred stock dividend requirements represent the
pretax earnings which would have been required to cover such dividend requirements on the Corporations preferred stock outstanding.