-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, rLBcHgH+hxt8XUyVKgSW0Od1Ts447+ALbmyoiIzqLxHjY7zRyB/yky1Ae/sgCXWE dwcODE/pEPnxYAUZeMZ02g== 0000950135-94-000127.txt : 19940310 0000950135-94-000127.hdr.sgml : 19940310 ACCESSION NUMBER: 0000950135-94-000127 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19940309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF BOSTON CORP CENTRAL INDEX KEY: 0000036672 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 042471221 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 33 SEC FILE NUMBER: 033-52571 FILM NUMBER: 94515047 BUSINESS ADDRESS: STREET 1: 100 FEDERAL ST CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6174342200 FORMER COMPANY: FORMER CONFORMED NAME: FIRST NATIONAL BOSTON CORP DATE OF NAME CHANGE: 19830414 S-3 1 BANK OF BOSTON S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 8, 1994 REGISTRATION NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BANK OF BOSTON CORPORATION (Exact name of Registrant as specified in its charter) ------------------------ MASSACHUSETTS 04-2471221 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
100 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110 (617) 434-2200 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ------------------------ GARY A. SPIESS, ESQ. JANICE B. LIVA, ESQ. General Counsel and Clerk Assistant General Counsel and Assistant Clerk BANK OF BOSTON CORPORATION BANK OF BOSTON CORPORATION 100 Federal Street 100 Federal Street Boston, Massachusetts 02110 Boston, Massachusetts 02110 (617) 434-2870 (617) 434-8630
(Names, addresses, including zip codes, and telephone numbers, including area codes, of agents for service) Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. ------------------------ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ ------------------------ CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Title of Each Class of to be Price Offering Registration Securities to be Registered Registered(1) Per Unit(1)(2) Price(1)(2) Fee - ------------------------------------------------------------------------------------------------- Debt Securities(3)(4)............ Preferred Stock(5)............... Depositary Shares(5)(6).......... Debt Warrants(7)................. Preferred Stock Warrants(7)...... $1,500,000,000 100% $1,500,000,000 $517,245 Common Stock Warrants(7)......... Common Stock, par value $2.25 per share(5)(8)(9).................. Capital Securities(10)........... - -------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------
(Footnotes on following page) THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 - --------------- (1) Not specified as to each class of securities to be registered pursuant to General Instruction II.D of Form S-3. In no event will the aggregate initial offering price of the Debt Securities, Preferred Stock, Depositary Shares, Debt Warrants, Preferred Stock Warrants, Common Stock and Common Stock Warrants issued under this registration statement exceed $1,500,000,000 or the equivalent thereof in one or more foreign currencies or composite currencies, including European currency units. Securities registered hereby may be sold separately, together or in units with other securities registered hereunder. (2) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o). The proposed maximum offering price per unit will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder. (3) If any Debt Securities are issued at an original issue discount, then such greater amount as may result in the initial offering prices for Debt Securities and Debt Warrants. (4) In addition to any Debt Securities that may be issued directly under the registration statement, there are being registered hereunder an indeterminate amount of Debt Securities as may be issued upon exchange of Preferred Stock, for which no separate consideration will be received. (5) In addition to any Preferred Stock, Depositary Shares or Common Stock that may be issued directly under this registration statement, there are being registered hereunder an indeterminate number of Preferred Stock, Depositary Shares or Common Stock as may be issued upon conversion or exchange of Debt Securities, Preferred Stock or Depositary Shares, as the case may be, for which no separate consideration will be received. (6) Such indeterminate number of Depositary Shares to be evidenced by Depositary Receipts issued pursuant to a Deposit Agreement. In the event the Registrant elects to offer to the public fractional interests in shares of the Preferred Stock registered hereunder, Depositary Receipts will be distributed to those persons purchasing such fractional interests and the shares of Preferred Stock will be issued to the Depositary under the Deposit Agreement. (7) Debt Warrants, Preferred Stock Warrants and Common Stock Warrants (collectively, "Securities Warrants") entitling the holder to purchase Debt Securities, Preferred Stock and Common Stock, respectively, may be sold separately or as units with Debt Securities, Preferred Stock or Common Stock. The Securities Warrants will represent rights to purchase only Debt Securities, Preferred Stock and Common Stock covered by this Registration Statement. (8) Includes Preferred Stock Purchase Rights. Prior to the occurrences of certain events, the Rights will not be exercisable or evidenced separately from the Common Stock. (9) The aggregate amount of Common Stock registered hereunder is limited to that which is permissible under Rule 415(a)(4) of the Securities Act of 1933, as amended. (10) Such indeterminate amount of Capital Securities, which may consist of common stock, perpetual preferred stock or other securities acceptable to the Registrant's primary federal banking regulator as may be issued in exchange for, or upon conversion of, Debt Securities or Preferred Stock issued under this Registration Statement. 3 Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. SUBJECT TO COMPLETION -- DATED MARCH 8, 1994 PROSPECTUS - ----------------- (INSERT EAGLE LOGO) BANK OF BOSTON CORPORATION DEBT SECURITIES PREFERRED STOCK COMMON STOCK WARRANTS ------------------------ Bank of Boston Corporation (the "Corporation") intends to issue from time to time in one or more series up to $1,500,000,000 in aggregate initial offering price of (i) debt securities, which may be either senior (the "Senior Securities") or subordinated (the "Subordinated Securities"; and collectively with the Senior Securities, the "Debt Securities") and warrants to purchase the Debt Securities (the "Debt Warrants"), (ii) shares of preferred stock (the "Preferred Stock"), which may be issued in the form of depositary shares evidenced by depositary receipts (the "Depositary Shares"), and warrants to purchase shares of the Preferred Stock (the "Preferred Stock Warrants"), and (iii) shares of common stock, par value $2.25 per share (the "Common Stock") and warrants to purchase shares of the Common Stock (the "Common Stock Warrants"). The Debt Securities, Preferred Stock, Depositary Shares, Common Stock, Debt Warrants, Preferred Stock Warrants and Common Stock Warrants (such Debt Warrants, Preferred Stock Warrants and Common Stock Warrants being referred to collectively as the "Securities Warrants") offered hereby (collectively, the "Securities") may be offered, separately or together, in separate series in amounts, at prices and on terms to be determined at the time of sale and to be set forth in a supplement to this Prospectus (a "Prospectus Supplement"). ------------------------ The Debt Securities of any series may be issued with Securities Warrants, and, in the case of the Subordinated Securities, may be convertible into or exchangeable for Capital Securities of the Corporation (as defined herein). The Senior Securities will rank equally with all other unsubordinated and unsecured indebtedness of the Corporation. The Subordinated Securities will be subordinate to all existing and future Senior Indebtedness of the Corporation (as defined herein). The holders of Subordinated Securities of any series may be obligated at any time or at maturity to exchange such Subordinated Securities for Capital Securities. Unless otherwise indicated in the applicable Prospectus Supplement, the maturity of the Subordinated Securities will be subject to acceleration only in the event of certain events of bankruptcy, insolvency or reorganization of the Corporation or the receivership of The First National Bank of Boston. The specific terms of the Securities in respect of which this Prospectus is being delivered, such as, where applicable, (i) in the case of Debt Securities, the specific designation, aggregate principal amount, currency, denomination, maturity, priority, rate of interest (which may be variable or fixed), time of payment of interest, terms for optional redemption or repayment by the Corporation or any holder or for sinking fund payments, terms for conversion or exchange into Capital Securities (in the case of Subordinated Securities), the initial public offering price, any stock exchange listings, any special provisions related to Debt Securities denominated in a foreign currency or issued as medium-term notes, original issue discount securities or other special terms, and the designation of the Trustee, Security Registrar and Paying Agent, (ii) in the case of Preferred Stock, the specific title and stated value, number of shares or fractional interests therein, any dividend, liquidation, redemption, voting and other rights, the terms for conversion into Capital Securities or other preferred stock or for exchange for Capital Securities or other debt securities, any stock exchange listings, and the initial public offering price, (iii) in the case of the common stock, the aggregate number of shares offered, and the initial public offering price and (iv) in the case of Securities Warrants, where applicable, the duration, offering price, exercise price and detachability, will be as set forth in the accompanying Prospectus Supplement. The Prospectus Supplement will also contain information, where applicable, about certain United States federal income tax considerations relating to the Securities covered by the Prospectus Supplement. ------------------------ The Securities may be sold to underwriters for public offering pursuant to terms of offering established at the time of sale. In addition, the Securities may be sold by the Corporation directly or through dealers or agents designated from time to time, which agents may be affiliates of the Corporation. The Prospectus Supplement will also set forth with respect to the sale of the Securities in respect of which this Prospectus is being delivered the names of the underwriters, dealers or agents, if any, any applicable commissions or discounts, the net proceeds to the Corporation from such sale and any other terms of the offering. Any underwriters, dealers or agents participating in the offering may be deemed "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus may not be used to consummate sales of Securities unless accompanied by a Prospectus Supplement. ------------------------ THE SECURITIES WILL BE UNSECURED OBLIGATIONS OF THE CORPORATION AND WILL NOT BE SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF THE CORPORATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, (THE "FDIC"), BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH CAROLINA (THE "COMMISSIONER") OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION, THE COMMISSIONER, OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ The date of this Prospectus is , 1994. 4 NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CORPORATION OR ANY UNDERWRITER OR AGENT. THE DELIVERY OF THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. UNLESS OTHERWISE INDICATED, CURRENCY AMOUNTS IN THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT ARE STATED IN U.S. DOLLARS ("$," "DOLLARS," "U.S. DOLLARS," OR "U.S. $"). AVAILABLE INFORMATION The Corporation is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and in accordance therewith files reports, proxy statements, and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information filed by the Corporation can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such material can be obtained by mail from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 at prescribed rates. Certain securities of the Corporation are listed on the New York Stock Exchange ("NYSE") and the Boston Stock Exchange ("BSE"), and such reports, proxy statements and other information concerning the Corporation also may be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, and the Boston Stock Exchange Incorporated, One Boston Place, Boston, Massachusetts 02108. This Prospectus does not contain all of the information set forth in the Registration Statement on Form S-3 (and exhibits thereto, as amended) which the Corporation has filed with the Commission under the Securities Act and to which reference is hereby made. The Registration Statement (and exhibits thereto) may be inspected at the Public Reference Section of the Commission, at the address noted above, and copies thereof may be obtained from the Commission at prescribed rates. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE There are hereby incorporated by reference in this Prospectus the following documents and information heretofore filed with the Commission pursuant to Sections 12 or 13 of the Exchange Act: 1. The Corporation's Annual Report on Form 10-K for the year ended December 31, 1993. 2. The description of the Corporation's Common Stock, Preferred Stock and Preferred Stock Purchase Rights contained in the Corporation's registration statements filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering of the Securities offered hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in the accompanying Prospectus Supplement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. 2 5 THE CORPORATION WILL PROVIDE UPON REQUEST AND WITHOUT CHARGE TO EACH PERSON TO WHOM THIS PROSPECTUS IS DELIVERED A COPY OF ANY OR ALL OF THE FOREGOING DOCUMENTS INCORPORATED HEREIN BY REFERENCE (OTHER THAN EXHIBITS TO SUCH DOCUMENTS WHICH ARE NOT SPECIFICALLY INCORPORATED THEREIN BY REFERENCE). WRITTEN REQUESTS SHOULD BE DIRECTED TO INVESTOR RELATIONS, THE FIRST NATIONAL BANK OF BOSTON, P.O. BOX 2016, 01-16-10, BOSTON, MASSACHUSETTS 02106-2016. TELEPHONE REQUESTS MAY BE DIRECTED TO INVESTOR RELATIONS AT (617) 434-7858. THE CORPORATION The Corporation is a registered bank holding company, organized in 1970 under Massachusetts law, which, through its subsidiaries, is engaged in providing a wide variety of financial services to individuals, corporate and institutional customers, governments, and other financial institutions. These services include retail banking, consumer finance, mortgage origination and servicing, domestic corporate and investment banking, leasing, international banking, commercial real estate lending, private banking, trust, correspondent banking, and securities and payments processing. The Corporation's principal subsidiary is The First National Bank of Boston (the "Bank"), a national banking association. Other major banking subsidiaries of the Corporation are Casco Northern Bank, N.A. ("Casco") in Maine, Bank of Boston Connecticut ("BKB Connecticut"), Rhode Island Hospital Trust National Bank ("Hospital Trust"), Bank of Vermont and, in Massachusetts, Multibank West, Mechanics Bank and South Shore Bank. As of December 31, 1993, approximately 78% of the Corporation's total loan volume consisted of domestic loans and leases, with the balance overseas. The Corporation's banking subsidiaries maintain approximately 320 branches in Massachusetts, Rhode Island, Connecticut, Maine and Vermont. The Corporation, through its subsidiaries, has a presence in approximately 33 states of the United States and in approximately 23 foreign countries. As of December 31, 1993, the Corporation's subsidiaries employed in the aggregate approximately 18,600 full-time equivalent employees in their domestic and foreign operations. The executive office of the Corporation and the head office of the Bank are located at 100 Federal Street, Boston, Massachusetts 02110 (Telephone 617-434-2200). ------------------------ The Corporation's business is generally focused in the areas of retail banking, corporate banking and international banking. In October of 1993, the Corporation announced certain organizational and management changes, including the creation of a new Chairman's Office and the establishment of a twenty-nine member Corporate Working Committee. The Chairman's Office consists of Chairman and Chief Executive Officer Ira Stepanian, President and Chief Operating Officer Charles K. Gifford, Vice Chairman, Chief Financial Officer and Treasurer William J. Shea and Vice Chairman Edward A. O'Neal. The Corporation's businesses were previously organized into five major groups and a number of other major centralized functions. This group structure was replaced by fifteen core business and ten corporate-wide support areas, each led by an executive with authority to operate and manage his or her respective area. These twenty-five executives and the members of the Chairman's Office comprise the Corporate Working Committee. These core business and corporate-wide support executives work closely with one another and each is linked to one of the members of the Chairman's Office. ------------------------ COMPETITION AND INDUSTRY CONSOLIDATION The Corporation's subsidiaries compete with other major financial institutions, including commercial banks, investment banks, mutual savings 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 in New England, throughout the United States, and internationally. One of the principal methods of competing effectively in the financial services industry is to improve customer service through the quality and range of services available, easing access to facilities and pricing. One outgrowth of the competitive environment discussed above has been a significant number of consolidations in the banking industry both on a national and regional level. The Corporation engages on an 3 6 ongoing basis in reviewing and discussing possible acquisitions of financial institutions, as well as banking and other assets in order to expand its business incident to the implementation of its business strategy. The Corporation intends to continue to explore acquisition opportunities as they arise in order to take advantage of the continuing consolidation in the banking industry. Banks and bank holding companies are extensively regulated under both federal and state law. Activities in which the Corporation and its subsidiaries are presently engaged or which they may undertake in the future are subject to certain statutory and regulatory restrictions. There are also various legal limitations upon the extent to which banking subsidiaries of the Corporation can finance or otherwise supply funds to the Corporation or certain of its affiliates. In addition, there are certain regulatory limitations on the payment of dividends to the Corporation by certain of its banking subsidiaries. See also "Supervision and Regulation." ------------------------ CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS The Corporation's ratio of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividend requirements are set forth below for the periods indicated:
YEARS ENDED DECEMBER 31, ------------------------------------------- 1993 1992 1991 1990 1989 ----- ----- ---- ---- ----- Earnings to Fixed Charges: Excluding Interest on Deposits.................. 1.28 x 1.34x .72x .60x 1.11x Including Interest on Deposits.................. 1.09 1.09 .95 .89 1.04 Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements: Excluding Interest on Deposits.................. 1.24 1.30 .71 .59 1.10 Including Interest on Deposits.................. 1.08 1.08 .94 .88 1.04
For the years ended December 31, 1991 and 1990, earnings were insufficient to cover both fixed charges and combined fixed charges and preferred stock dividend requirements, both excluding and including interest on deposits. Additional earnings necessary for the years ended December 31, 1991 and 1990 to bring the ratios of earnings to fixed charges to one-to-one on both an excluding and including interest on deposits basis are $178.9 million and $509.3 million, respectively. Additional earnings necessary for the years ended December 31, 1991 and 1990 to bring the ratios of earnings to combined fixed charges and preferred stock dividend requirements to one-to-one on both an excluding and including interest on deposits basis are $192.2 million and $523.1 million, respectively. For purposes of computing both the ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividend requirements, earnings represent net income (loss) before extraordinary items and cumulative effect of changes in accounting principles plus applicable income taxes and fixed charges. Fixed charges, excluding interest on deposits, include interest expense (other than on deposits) and the proportion deemed representative of the interest factor of rent expense, net of income from subleases. Fixed charges, including interest on deposits, include all interest expense and the proportion deemed representative of the interest factor of rent expense, net of income from subleases. Pretax earnings required for preferred stock dividends were computed using tax rates for the applicable year. No tax adjustments were made in loss years. SUPERVISION AND REGULATION The Corporation is subject to the supervision of, and to regular inspection by, the Federal Reserve Bank of Boston. The Corporation's banking subsidiaries that are organized as national banking associations, the Bank, Casco and Hospital Trust are subject to regulation by the Office of the Comptroller of the Currency (the "OCC") and the FDIC. The Corporation's state chartered banking subsidiaries, BKB Connecticut, Bank of Vermont, Multibank West, Mechanics Bank and South Shore Bank, are subject to regulation by the FDIC 4 7 as well as by their respective state regulators. A summary of certain of these regulatory provisions is set forth in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1993. In addition to extensive existing government regulation, federal and state statutes and regulations can change in unpredictable ways, often with significant effects on the way in which banks may conduct business. Legislation which has been enacted in recent years has substantially increased the level of competition among commercial banks, thrift institutions and non-banking institutions, including insurance companies, brokerage firms, mutual funds, investment banks and major retailers. The enactment of banking legislation such as the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 ("FIRREA") and the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") have affected the banking industry by, among other things, broadening the regulatory powers of the federal banking agencies in a number of areas. Under FIRREA, an FDIC-insured bank can be held liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC in connection with (i) the default of a commonly controlled FDIC-insured bank or (ii) any assistance provided by the FDIC to a commonly controlled FDIC-insured bank in danger of default. "Default" is defined generally as the appointment of a conservator or receiver and "in danger of default" is defined generally as the existence of certain conditions indicating that a "default" is likely to occur in the absence of regulatory assistance. In addition, FIRREA broadened the enforcement powers of the federal banking agencies, including the power to impose fines and penalties, over all financial institutions. Further, under FIRREA the failure to meet capital guidelines could subject a financial institution to a variety of regulatory actions, including the termination of deposit insurance by the FDIC. FDICIA also provides for expanded regulation of financial institutions. Among other things, FDICIA establishes five capital categories for insured depository institutions, which include "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized" and "critically undercapitalized," and imposes significant restrictions on the operations of a bank that is not adequately capitalized. Under FDICIA, an undercapitalized bank must submit a capital restoration plan guaranteed by its parent company. The liability of the parent company under any such guarantee is limited to the lesser of 5% of the bank's assets at the time it became undercapitalized, or the amount needed to comply with the plan. FDICIA imposes progressively more restrictive constraints on the operations, management and capital distributions of undercapitalized, significantly undercapitalized and critically undercapitalized institutions. In addition, a bank's primary federal banking agency is authorized to downgrade the bank's capital category to the next lower category upon a determination that the bank is in an unsafe or unsound condition or is engaged in an unsafe or unsound practice. An unsafe or unsound practice can include receipt by the institution of a rating on its most recent examination of three or worse (on a scale of 1 (best) to 5(worst)), with respect to its asset quality, management, earnings or liquidity. As required by FDICIA, the federal banking agencies have adopted regulations that set specific capital ratio levels for FDICIA's five capital categories. Pursuant to the regulations, an institution is well capitalized if it has a total risk-based capital ratio of at least 10%, a Tier 1 risk-based capital ratio of at least 6% and a leverage capital ratio of at least 5%. An institution is adequately capitalized if it has a total risk-based capital ratio of at least 8%, a Tier 1 risk-based capital ratio of at least 4% and a leverage capital ratio of at least 4%. Under the regulations, in order to qualify as well capitalized an institution also is required to be free from any agreement, order, capital directive or prompt corrective action directive that requires it to meet and maintain a higher level of capital. Under these regulations, at December 31, 1993, the Bank would be deemed to be well capitalized, and the Corporation's other banking subsidiaries would be deemed to be adequately capitalized or well capitalized. The capital categories of the Corporation's banking subsidiaries are determined solely for purposes of applying FDICIA's prompt corrective action provisions and, accordingly, such capital categories may not constitute an accurate representation of the overall financial condition or prospects of any of the Corporation's banking subsidiaries. FDICIA and the regulations issued thereunder also have (i) limited the use of brokered deposits to well capitalized banks, and adequately capitalized banks that have received waivers from the FDIC; (ii) established restrictions on the permissible investments and activities of FDIC-insured state chartered banks and their subsidiaries; (iii) implemented uniform real estate lending rules; (iv) prescribed standards to limit the risks posed by credit exposure between banks; (v) revised risk-based capital rules to include components 5 8 for measuring the risk posed by interest rate changes; (vi) amended various consumer banking laws; (vii) increased restrictions on loans to a bank's insiders; (viii) established standards in a number of areas to assure bank safety and soundness; (ix) implemented additional requirements for institutions that have $500 million or more in total assets with respect to annual independent audits, audit committees, and management reports related to financial statements, internal controls and compliance with designated laws and regulations; and (x) replaced the FDIC's flat-rate deposit insurance assessment system with a risk-based system under which a bank is placed in one of nine risk categories, principally on the basis of its capital level and an evaluation of the bank's risk to the Bank Insurance Fund, and its premiums are based on the probability of loss to the FDIC. The Corporation continues to analyze the effect of, and address its ongoing compliance with, the various regulations issued under FDICIA. It is anticipated that FDICIA, and the regulations enacted thereunder, will continue to result in more limitations on banking activities generally, and increased costs for the Corporation and the banking industry because of higher FDIC assessments and higher costs of compliance, documentation and record keeping. USE OF PROCEEDS The Corporation intends to use the net proceeds from the sale of the Securities for general corporate purposes which may include one or more of the following: investments in and advances to the Corporation's subsidiaries; financing future acquisitions of financial institutions, as well as banking and other assets; and the redemption of certain of the Corporation's outstanding debt securities. The precise amounts and timing of the application of proceeds used for such corporate purposes will depend upon funding requirements and the availability of other funds to the Corporation and its subsidiaries. DESCRIPTION OF DEBT SECURITIES GENERAL The following sets forth certain general terms and provisions of the Debt Securities to which any Prospectus Supplement may relate. The particular terms of any Debt Securities and the extent, if any, to which such general provisions may apply to such Debt Securities will be described in the Prospectus Supplement relating to such Debt Securities. The Senior Securities offered hereby are to be issued under an Indenture, dated as of June 15, 1992, between the Corporation and Norwest Bank Minnesota, National Association ("Norwest" or the "Trustee"), as Trustee (the "Senior Indenture") and the Subordinated Securities offered hereby are to be issued under an Indenture, dated as of June 15, 1992, between the Corporation and Norwest, as Trustee, as amended by the First Supplemental Indenture dated as of June 24, 1993 (the "Subordinated Indenture"; and collectively with the Senior Indenture, the "Indentures"), copies of which are filed as exhibits to the Registration Statement. The following summaries of certain provisions of the Indentures do not purport to be complete and such summaries are qualified in their entirety by reference to all of the provisions of the Indentures, including the definitions therein of certain terms. Whenever particular sections, articles or defined terms of the Indentures are referred to, such provisions or definitions are incorporated herein by reference. Because the Corporation is a holding company, its rights and the rights of its creditors, including the Holders of the Debt Securities, to participate in the assets of any subsidiary, including the Bank, upon the subsidiary's liquidation or reorganization or otherwise would be subject to the prior claims of the subsidiary's creditors, except to the extent that the Corporation may itself be a creditor with recognized claims against the subsidiary. There is no restriction in the Debt Securities or either Indenture against the incurring of indebtedness by the Corporation, the Bank or any other subsidiary of the Corporation. The Indentures do not limit the aggregate principal amount of Debt Securities which may be issued thereunder and Debt Securities may be issued thereunder in series up to the aggregate principal amount which may be authorized from time to time by the Corporation. The Debt Securities will be unsecured obligations of the Corporation. The Senior Securities will rank on a parity with all other unsecured and unsubordinated indebtedness of the Corporation. The Subordinated Securities will be subordinate in right of payment as 6 9 described below under "Subordination." Unless otherwise set forth in the Prospectus Supplement, neither the Indentures nor the Debt Securities contain provisions which would afford Holders of Debt Securities protection in the event of a takeover, recapitalization or similar restructuring of the Corporation, which could adversely affect the Debt Securities. The Debt Securities may be issued in one or more separate series of Senior Securities and/or one or more separate series of Subordinated Securities. Reference is made to the Prospectus Supplement relating to the particular series of Debt Securities offered thereby for the terms of such Debt Securities, including, where applicable: (1) the title of such Debt Securities (which shall distinguish such Debt Securities from all other series of Debt Securities), which may include medium-term notes; (2) any limit on the aggregate principal amount or aggregate initial offering price of the Debt Securities; (3) the date or dates, or the method by which such date or dates will be determined or extended, on which the principal of such Debt Securities will be payable; (4) the rate or rates at which the Debt Securities will bear interest, if any, which rate may be zero in the case of certain Debt Securities issued at an issue price representing a discount from the principal amount payable at maturity, or the method by which such rate or rates will be determined, and the date or dates from which such interest, if any, will accrue or the method by which such date or dates will be determined; (5) the date or dates on which such interest, if any, on the Debt Securities will be payable and the regular record date, if any, for such Interest Payment Dates or the method by which such date or dates will be determined; (6) the place or places where (i) the principal of and premium, if any, and any interest on the Debt Securities will be payable, (ii) Registered Debt Securities may be surrendered for registration of transfer, and (iii) Debt Securities may be surrendered for exchange; (7) any sinking fund or analogous provisions; (8) the period or periods within which, the price or prices at which and the Currency in which, the Debt Securities may, pursuant to any redemption provision, be redeemed, in whole or in part, and the other detailed terms and provisions of any such redemption provisions; (9) if other than denominations of $1,000 and any integral multiples thereof, the denominations in which any Registered Debt Securities will be issuable and, if other than a denomination of $5,000, the denominations in which any Bearer Debt Securities will be issuable; (10) if other than the Trustee, the identity of each Security Registrar and/or Paying Agent, and the designation of the initial Exchange Rate Agent, if any; (11) if other than the principal amount, the portion of the principal amount (or the method by which such portion will be determined) of Debt Securities that will be payable upon declaration of acceleration of the Maturity thereof; (12) if other than United States dollars, the currency of payment, including composite currencies, of principal and premium, if any, and interest, if any, on such Debt Securities, (which may be different for principal, premium, if any, and interest, if any); (13) any index, formula or other method used to determine the amount of payments of principal of and premium, if any, and interest, if any, on the Debt Securities; (14) whether the principal of and premium, if any, and interest, if any, on the Debt Securities are to be payable, at the election of the Corporation or the Holder, in a Currency other than the Currency in which the Debt Securities are denominated or stated to be payable and the period or periods within which 7 10 and the terms, conditions and manner of making such election and determining the applicable exchange rate; (15) any terms upon which any Subordinated Securities will be convertible into or exchangeable for Capital Securities of the Corporation; (16) whether such Debt Securities are Senior Securities or Subordinated Securities, or include both; (17) whether provisions relating to defeasance and covenant defeasance will be applicable to such series of Debt Securities; (18) any provisions granting special rights to Holders of Debt Securities upon the occurrence of specified events; (19) any modifications, deletions or additions to the Events of Default, Defaults (in the case of Subordinated Securities) or covenants of the Corporation with respect to the Debt Securities; (20) whether the Debt Securities are issuable as Registered Debt Securities, Bearer Debt Securities (with or without coupons) or both, any restrictions on the offer, sale or delivery of Bearer Debt Securities, and whether Bearer or Registered Debt Securities may be exchanged for Registered or Bearer Debt Securities, respectively, and the circumstances and place or places where such exchanges may be made; (21) whether any Debt Securities are issuable initially in temporary or permanent global form (with or without coupons) and, if so (i) whether (and the circumstances under which) beneficial owners of interests in permanent global Debt Securities may exchange their interests for Debt Securities of like tenor of any authorized form and denomination, and (ii) the identity of any initial depository for such global Debt Securities; (22) the date as of which any Bearer Debt Securities and any temporary global Debt Security will be dated if other than the original issuance date of the first Debt Security of that series to be issued; (23) the Person to whom any interest on any Registered Debt Securities will be payable, if other than the registered Holder, the Person to whom any interest on any Bearer Debt Securities will be payable if other than upon presentation and surrender of the coupons appertaining thereto, and the extent to which and manner that any interest payable on a temporary global Debt Security will be paid if other than as specified in the Indentures; (24) the form and/or terms of certificates, documents or conditions, if any, for Debt Securities to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Debt Security of such Series); (25) if Debt Securities are to be issued upon the exercise of warrants, the time, manner and place for such Debt Securities to be authenticated and delivered; (26) whether and under what circumstances the Corporation will pay Additional Amounts regarding any tax, assessment or government charge as contemplated by the applicable Indenture to any Holder who is not a United States person and, if so, whether and under what terms the Corporation will have the option to redeem such Debt Securities in lieu of paying such Additional Amounts (and the terms of such option); and (27) any other terms, conditions, rights and preferences (or limitations on such rights or preferences) relating to the Debt Securities (which terms shall not be inconsistent with the provisions of the applicable Indenture and the Trust Indenture Act). The Debt Securities may be issued as Original Issue Discount Debt Securities to be sold at a substantial discount below their principal amount. Special U.S. federal income tax and other considerations applicable thereto will be described in the Prospectus Supplement relating thereto. 8 11 The Debt Securities may also be issued under the Indentures upon exercise of Debt Warrants issued by the Corporation. See "Description of Securities Warrants." REGISTRATION AND TRANSFER Unless otherwise provided in the Prospectus Supplement, each series of Debt Securities will be issued only as Registered Securities. If so provided with respect to a series of Debt Securities, however, Debt Securities of such series will be issued only as Bearer Securities, or in a combination of both Registered Securities and Bearer Securities. Debt Securities issued as Bearer Securities shall have interest coupons attached unless issued as zero coupon securities. (Sections 201, 301. All Section references herein are to the applicable Indenture or Indentures.) If Bearer Securities are issued, the United States federal income tax consequences and other special considerations, procedures and limitations applicable to such Bearer Securities will be described in the Prospectus Supplement. Unless otherwise provided in the Prospectus Supplement, Registered Securities may be presented for transfer (duly endorsed or accompanied by a written instrument of transfer, if so required by the Corporation or the Security Registrar) or exchanged for other Debt Securities of the same series at the office of BancBoston Trust Company of New York in New York City or the principal office of the Bank in Boston. Such transfer or exchange shall be made without service charge, but the Corporation may require payment of any tax or other governmental charge as described in the applicable Indenture. Any provisions relating to the exchange of Bearer Securities for other Debt Securities of the same series (including, if applicable, Registered Securities) will be described in the Prospectus Supplement. Unless otherwise specified in the Prospectus Supplement, Registered Securities will not be exchangeable for Bearer Securities. (Sections 301, 305, 1002.) Unless otherwise indicated in the Prospectus Supplement, Registered Securities, other than Registered Securities issued in global form which may be of any denomination, will be issued without coupons and in denominations of $1,000 or integral multiples thereof, and Bearer Securities, other than Bearer Securities issued in global form which may be of any denomination, will be issued in a denomination of $5,000. (Sections 301, 302.) GLOBAL SECURITIES The Debt Securities of a series may be issued in whole or in part in the form of one or more global securities ("Global Securities") that will be deposited with, or on behalf of, a depositary or common depositary (the "Common Depositary") identified in the Prospectus Supplement. Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. Unless and until it is exchanged in whole or in part for the individual Debt Securities represented thereby, a Global Security may not be transferred except as a whole by the Common Depositary for such Global Security to its nominee or another nominee or by a nominee to the Common Depositary or another nominee or by the Common Depositary or any nominee to a successor Common Depositary or any nominee of such successor. (Sections 203, 303, 304.) The specific terms of the depository arrangement with respect to a series of Debt Securities and certain limitations and restrictions, including special U.S. federal income tax consequences, relating to a series of Bearer Securities in the form of one or more Global Securities, will be described in the Prospectus Supplement. Principal and interest payments on the Global Securities registered in the name of the Common Depositary or its nominee will be made to the Common Depositary or its nominee, as the case may be, as the registered owner of such Global Securities. Under the terms of the Indentures, the Corporation and the Paying Agents will treat the persons in whose names the Global Securities are registered as the owners of such Global Securities for the purpose of receiving payment of principal and interest on such Global Securities and for all other purposes whatsoever. Therefore, neither the Corporation nor the Paying Agents has any direct responsibility or liability for the payment of principal of or interest on the Global Securities to owners of beneficial interests in the Global Securities. 9 12 PAYMENT AND PAYING AGENTS Unless otherwise indicated in the Prospectus Supplement, payment of principal of and premium, if any, and interest, if any, on Registered Securities will be made at the office of BancBoston Trust Company of New York in New York City or at the principal office of the Bank in Boston, except that, at the option of the Corporation, interest may be paid by mailing a check to the address of the person entitled thereto as such address appears in the Security Register. (Sections 301, 307, 1002.) Unless otherwise indicated in the Prospectus Supplement, payment of principal of and premium, if any, and interest, if any, on Bearer Securities will be made, subject to any applicable laws and regulations, at such office outside the United States as specified in the Prospectus Supplement and as the Corporation may designate from time to time or by transfer to an account maintained by the payee with a bank located outside the United States. Unless otherwise indicated in the Prospectus Supplement, payment of interest on Bearer Securities will be made only against surrender of the coupon relating to such Interest Payment Date. No payment with respect to any Bearer Security will be made at any office or agency of the Corporation in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States. (Sections 301, 307.) RESTRICTION ON CERTAIN DISTRIBUTIONS The Corporation has agreed in the Senior Indenture that it will not make any payment or other distribution in shares of capital stock of the Bank or its successor, unless the Bank or its successor unconditionally guarantees payment when due of the principal of and premium, if any, and interest, if any, on the Senior Securities issued pursuant to the Senior Indenture. (Section 1008.) RESTRICTIONS ON LIENS The Senior Indenture also prohibits the Corporation from, directly or indirectly, creating, assuming, incurring or suffering to exist any Lien upon any shares of capital stock of the Bank (other than directors' qualifying shares) or any shares of capital stock of a Subsidiary which owns capital stock of the Bank, except liens for taxes, assessments, judgments or other governmental charges or levies that are not yet due or are payable without penalty or of which the amount, applicability or validity is being contested in good faith by appropriate proceedings and for which the Corporation shall set aside on its books adequate reserves with respect thereto. (Section 1009.) CONSOLIDATION, MERGER AND SALE OF ASSETS Under each Indenture, the Corporation, without the consent of the Holders of any of the Outstanding Debt Securities under the applicable Indenture, may consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person provided that: (i) the successor is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the successor corporation expressly assumes, by an indenture supplemental to the applicable Indenture, the Corporation's obligation for the due and punctual payment of the principal of and premium, if any, and interest, if any, on all of the Debt Securities under the applicable Indenture and the performance of every covenant of the applicable Indenture; (iii) after giving effect to the transaction, no Event of Default under the Senior Indenture and no Default under the Subordinated Indenture, and no event which, after notice or lapse of time, or both, would become an Event of Default or a Default, as the case may be, shall have happened and be continuing; and (iv) certain other conditions are met. (Section 801.) MODIFICATION AND WAIVER Each Indenture provides that modification or amendments of the Indentures may be made by the Corporation and the Trustee, with the consent of the Holders of 66 2/3 percent in principal amount of the Outstanding Debt Securities of each series affected by such modification or amendment; provided, however, that no such modification or amendment may, without the consent of the Holder of each Outstanding Debt Security affected thereby: (a) change the Stated Maturity of the principal of, or any installment of interest on, any Debt Security; (b) reduce the principal amount of, or rate of interest, if any, on, or any premium payable 10 13 upon the redemption or (in the case of Subordinated Securities) exchange of any Debt Security; (c) change any obligation of the Corporation to pay Additional Amounts; (d) reduce the amount of principal of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof or the amount provable in bankruptcy; (e) adversely affect any right of repayment at the option of any Holder of any Debt Security; (f) change the place or Currency of, or (in the case of Subordinated Securities) class of Capital Securities for, payment of principal of, or any premium or interest on, any Debt Security; (g) impair the right to institute suit for the enforcement of any payment on or with respect to any Debt Security on or after the Stated Maturity thereof (or, in the case of redemption, exchange (in the case of Subordinated Securities) or repayment at the option of the Holder, on or after the Redemption Date, Exchange Date (in the case of Subordinated Securities) or Repayment Date); (h) adversely affect the right to convert any Convertible Security (in the case of Subordinated Securities); (i) reduce the percentage of principal amount of Outstanding Debt Securities of any series, the consent of whose Holders is required for modification or amendment of the Indentures, or for waiver of compliance with certain provisions of the Indentures or for waiver of certain defaults and their consequences, or reduce the requirements for quorum or voting by the Holders; or (j) modify certain provisions of the Indentures except to increase the percentage of Holders required to consent thereon to amendment or modification thereof or to provide that certain other Indenture provisions cannot be modified or waived without the consent of the Holder of each Outstanding Debt Security affected thereby. (Section 902.) The Holders of 66 2/3 percent in principal amount of the Outstanding Debt Securities of each series may, on behalf of all Holders of Debt Securities of that series, waive, insofar as that series is concerned, compliance by the Corporation with certain terms, conditions, or provisions of the Indentures. (Section 1011.) The Holders of not less than a majority in principal amount of the Outstanding Debt Securities of any series may, on behalf of all Holders of Debt Securities of that series, waive any past default under the applicable Indentures with respect to Debt Securities of that series and its consequences, except a default in the payment of principal (including, in the case of Subordinated Securities, principal to be paid by delivery of Capital Securities) or premium, if any, or interest, if any, or in respect of a covenant or provision which under Article 9 of each Indenture cannot be modified or amended without the consent of the Holder of each Outstanding Debt Security of such series affected. (Section 513.) Each Indenture provides that, in determining whether the Holders of the requisite principal amount of the Outstanding Debt Securities have given any request, demand, authorization, direction, notice, consent or waiver thereunder or are present at a meeting of Holders for quorum purposes, and for making calculations required under Section 313 of the Trust Indenture Act: (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination or calculation and that shall be deemed to be Outstanding shall be the amount of principal thereof that would be due and payable as of the time of such determination upon acceleration of the Maturity thereof; (ii) the principal amount of any Debt Security denominated in a Foreign Currency that may be counted in making such determination or calculation and that shall be deemed to be Outstanding for such purpose shall be the Dollar equivalent, determined as of the date of original issuance of such Debt Security, of the principal amount of such Debt Security (or, in the case of an Original Issue Discount Security, the Dollar equivalent, determined as of the date of original issuance of such Debt Security, of the amount determined as provided in (i) above); and (iii) the principal amount of any Indexed Debt Security that may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the principal face amount of such Indexed Debt Security at original issuance, unless otherwise provided with respect to such Debt Security. (Section 101.) DEFEASANCE AND COVENANT DEFEASANCE The Indentures provide that the Corporation may elect (1) to defease and be discharged from its obligations with respect to any Debt Securities of or within a series and any related coupons (except the obligations to pay any Additional Amounts; to register the transfer of or exchange such Debt Securities and any related coupons; to replace temporary or mutilated, destroyed, lost or stolen Debt Securities and any related coupons; to maintain an office or agency in respect of such Debt Securities and any related coupons; and to hold moneys for payment in trust) ("defeasance") or (2) with respect to the Senior Indenture, to be 11 14 released from its obligations with respect to such Debt Securities and any related coupons under Section 1009 of the Senior Indenture (the restriction described above under "Restrictions on Liens") or, if provided pursuant to Section 301 of the applicable Indenture, its obligations with respect to any other covenant, and any omission to comply with such obligations shall not constitute a default or an Event of Default under the Senior Indenture or a Default under the Subordinated Indenture with respect to such Debt Securities and any related coupons ("covenant defeasance"), in either case by (a) depositing irrevocably with the Trustee as trust funds in trust (i) an amount in such Currency or, with respect to the Subordinated Securities, a sum (including Capital Securities, if any) in such Currency (or class of Capital Securities), in which such Debt Securities and any related coupons are payable at Stated Maturity, or (ii) Government Obligations (as defined below), in each case in an amount which through the scheduled payment of principal of and premium, if any, and interest, if any, in respect thereof in accordance with their terms will provide, not later than one business day before the due date of any payment, money in an amount or (iii) a combination of such Currency and Government Obligations, sufficient to pay the principal (including in the case of Subordinated Securities, principal to be paid by the delivery of Capital Securities) of and premium, if any, and interest, if any, on the Debt Securities of such series and any related coupons on the Stated Maturity of such principal or installment of principal or interest and any mandatory sinking fund or similar payments applicable to such Debt Securities and (b) satisfying certain other conditions precedent specified in the Indentures. Such deposit and termination is conditioned among other things upon the Corporation's delivery of an Opinion of Counsel that the Holders of the Debt Securities of such series and any related coupons will have no U.S. federal income tax consequences as a result of such deposit and termination. (Senior Indenture, Article 14; Subordinated Indenture, Article 15.) If the Corporation exercises its covenant defeasance option with respect to any series of Debt Securities and any related coupons and such Debt Securities and related coupons are declared due and payable because of the occurrence of any Event of Default other than with respect to a covenant as to which there has been covenant defeasance described above, the money and Government Obligations on deposit with the Trustee will be sufficient to pay amounts due on such Debt Securities at their Stated Maturity but may not be sufficient to pay amounts due on such Debt Securities and any related coupons at the time of acceleration relating to such Event of Default. However, the Corporation would remain liable to make payment of such amounts due at the time of acceleration. The Prospectus Supplement may further describe the provisions, if any, permitting such defeasance or covenant defeasance, including any modifications to the provisions described above, with respect to the Debt Securities of or within any particular series and any related coupons. Unless otherwise specified in the Prospectus Supplement, "Government Obligations" means securities that are (i) direct obligations of the government which issued the Currency in which the Debt Securities of a particular series are payable or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the government which issued the Currency in which the Debt Securities of a particular series are payable, the payment of which is unconditionally guaranteed by such government, which, in either case, are full faith and credit obligations of such government payable in such Currency and are not callable or redeemable at the option of the issuer thereof, and also includes a depositary receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of the holder of a depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest or principal of the Government Obligation evidenced by such depositary receipt. (Section 101.) REGARDING THE TRUSTEE Norwest, the Trustee under the Indentures, has its principal corporate trust office at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479. The Corporation and its banking subsidiaries maintain banking relationships with the Trustee. 12 15 SENIOR SECURITIES The Senior Securities will be direct unsecured obligations of the Corporation and will constitute Senior Indebtedness (as defined below under "Subordinated Securities -- Subordination") ranking on a parity with the other Senior Indebtedness of the Corporation. EVENTS OF DEFAULT The following will be Events of Default under the Senior Indenture with respect to Senior Securities of any series: (a) failure to pay principal or premium, if any, on any Senior Security of that series at Maturity; (b) failure to pay any interest on any Senior Security of that series when due and payable, continued for 30 days; (c) failure to deposit any sinking fund payment, when due, in respect of any Senior Security of that series; (d) failure to perform any covenant or warranty of the Corporation in the Senior Indenture (other than a covenant or warranty included in the Senior Indenture solely for the benefit of series of Senior Securities other than that series), continued for 60 days after written notice as provided in the Senior Indenture; (e) default under any bond, debenture, note, mortgage, indenture, other instrument or other evidence of Indebtedness for Money Borrowed in an aggregate principal amount exceeding $3,000,000 by the Corporation or the Bank or its successors (including a default with respect to Senior Securities of another series) under the terms of the instrument or instruments by or under which such indebtedness is evidenced, issued or secured, which default results in the acceleration of such indebtedness, if such acceleration is not rescinded or annulled, or such indebtedness is not discharged, within ten days after written notice as provided in the Senior Indenture; (f) certain events in bankruptcy, insolvency or reorganization of the Corporation or the Bank; and (g) any other Event of Default provided with respect to Senior Securities of that series. (Senior Indenture, Section 501.) If an Event of Default with respect to Senior Securities of any series at the time Outstanding occurs and is continuing, either the Trustee or the Holders of at least 25 percent in aggregate principal amount of the Outstanding Senior Securities of that series may declare the principal amount (or, if the Securities of that series are Original Issue Discount Senior Securities or Indexed Securities, such portion of the principal amount of such Senior Securities as may be specified in the terms thereof) of all the Senior Securities of that series to be due and payable immediately, by a written notice to the Corporation (and to the Trustee, if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. At any time after a declaration of acceleration with respect to Senior Securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained, the Holders of a majority in principal amount of Outstanding Senior Securities of that series may, under certain circumstances, rescind and annul such declaration and its consequences, if all Events of Default have been cured, or if permitted, waived, and all payments due (other than those due as a result of acceleration) have been made or provided for. (Senior Indenture, Section 502.) The Senior Indenture provides that, subject to the duty of the Trustee during default to act with the required standard of care, the Trustee will be under no obligation to exercise any of its rights or powers under the Senior Indenture at the request or direction of any of the Holders of Senior Debt Securities of any series or any related coupons, unless such Holders shall have offered to the Trustee reasonable indemnity or security against the costs, expenses and liabilities which may be incurred. (Senior Indenture, Section 602.) Subject to certain provisions, the Holders of a majority in aggregate principal amount of the Outstanding Senior Securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Senior Securities of that series. (Senior Indenture, Section 512.) The Corporation is required to deliver to the Trustee annually an Officers' Certificate as to its performance and observance of any of the terms, provisions and conditions with respect to certain provisions in the Senior Indenture and as to the absence of default. (Senior Indenture, Section 1010.) 13 16 SUBORDINATED SECURITIES The Subordinated Securities will be direct, unsecured obligations of the Corporation. The obligations of the Corporation pursuant to the Subordinated Securities will be subordinate in right of payment to all Senior Indebtedness as defined below under "Subordination." Unless otherwise indicated in the applicable Prospectus Supplement, the maturity of the Subordinated Securities will be subject to acceleration only in the event of certain events of bankruptcy, insolvency or reorganization of the Corporation or the receivership of the Bank. See "Events of Default; Defaults" below. SUBORDINATION The obligation of the Corporation to make any payment on account of the principal of or premium, if any, and interest, if any, on the Subordinated Securities will be subordinate and junior in right of payment to the Corporation's obligations to the Holders of Senior Indebtedness of the Corporation to the extent described in the next paragraph. (Subordinated Indenture, Section 1301.) "Senior Indebtedness" of the Corporation is defined in the Subordinated Indenture to mean Indebtedness for Money Borrowed of the Corporation and all Additional Senior Obligations, whether outstanding on the date of execution of the Subordinated Indenture or thereafter created, assumed or incurred, except "Indebtedness Ranking on a Parity with the Securities" or "Indebtedness Ranking Junior to the Securities" and any deferrals, renewals or extensions of such Senior Indebtedness. "Indebtedness for Money Borrowed" of the Corporation is defined in the Subordinated Indenture as any obligation of, or any obligation guaranteed by, the Corporation for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments, and any deferred obligations for the payment of the purchase price of property or assets, except Additional Senior Obligations. "Additional Senior Obligations" of the Corporation are defined in the Subordinated Indenture to mean, unless otherwise determined with respect to any series of Subordinated Securities, all obligations of the Corporation associated with derivative products such as interest rate and foreign exchange rate contracts, commodity contracts and similar arrangements, except Indebtedness for Money Borrowed. "Indebtedness Ranking on a Parity with the Securities" is defined in the Subordinated Indenture to mean Indebtedness for Money Borrowed of the Corporation, whether outstanding on the date of execution of the Subordinated Indenture or thereafter created, assumed or incurred, which specifically by its terms ranks equally with and not prior to the Subordinated Securities in the right of payment upon the happening of any event of the kind specified in the next paragraph. The indentures of the Corporation governing the subordinated indebtedness issued by the Corporation listed in items (i) through (v) in the immediately succeeding sentence do not include Additional Senior Obligations in the definition of Senior Indebtedness of the Corporation. Additional Senior Obligations was added to the definition of Senior Indebtedness of the Corporation in the Subordinated Indenture by the First Supplemental Indenture. Indebtedness Ranking on a parity with the Securities includes the Corporation's (i) 10.30% Subordinated Notes due September 1, 2000, issued under an indenture, dated as of July 15, 1988, between the Corporation and Chemical Bank as Trustee; (ii) Subordinated Floating Rate Notes Due 2001, issued under a Fiscal and Paying Agency Agreement, dated as of February 10, 1986, between the Corporation and Bankers Trust Company, as fiscal agent; (iii) 9 1/2% Subordinated Capital Notes Due 1997, issued under an indenture, dated as of June 15, 1987, between the Corporation and The Philadelphia National Bank, as Trustee; (iv) Floating Rate Subordinated Notes Due 1998, issued pursuant to a Fiscal and Paying Agency Agreement, dated as of August 26, 1986, between the Corporation and Morgan Guaranty Trust Company of New York, as fiscal agent; (v) 7 3/4% Convertible Subordinated Debentures Due 2011, issued pursuant to an indenture, dated as of January 15, 1986, between the Corporation and Manufacturers Hanover Trust Company, as successor Trustee; (vi) 6 7/8% Subordinated Notes Due 2003, issued under the Subordinated Indenture on June 30, 1993; (vii) 6 5/8% Subordinated Notes Due 2005, issued under the Subordinated Indenture on November 22, 1993; and (viii) 6 5/8% Subordinated Notes Due 2004, issued under the Subordinated Indenture on January 12, 1994. "Indebtedness Ranking Junior to the Securities" is defined in the Subordinated Indenture to mean any Indebtedness for Money Borrowed of the Corporation, whether outstanding on the date of execution of the Subordinated Indenture or thereafter created, assumed or incurred, which specifically by its terms ranks junior to and not equally with or prior to the Subordinated Securities (and any other Indebtedness Ranking on a Parity with the Subordinated Securities) in right of payment upon the happening of any event of the kind specified in the next paragraph. (Subordinated Indenture, Section 101.) 14 17 In the case of any bankruptcy, insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding up of or relating to the Corporation as a whole, whether voluntary or involuntary, all obligations of the Corporation to Holders of Senior Indebtedness of the Corporation (other than Additional Senior Obligations) shall be entitled to be paid in full before any payment shall be made on account of the principal (including principal to be paid by delivery of Capital Securities) of, or premium, if any, or interest, if any, on the Subordinated Securities of any series. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness of the Corporation (other than Additional Senior Obligations), the Holders of the Subordinated Securities of any series, together with the Holders of any Indebtedness Ranking on a Parity with the Subordinated Securities, shall be entitled, ratably, to be paid from the remaining assets of the Corporation the amounts at the time due and owing on account of unpaid principal (including principal to be paid by delivery of Capital Securities) of, and premium, if any, and interest, if any, on the Subordinated Securities of such series and on any indebtedness Ranking on a Parity with the Subordinated Securities before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any Indebtedness Ranking Junior to the Securities; provided, however, that if after payment in full of all sums owing with respect to Senior Indebtedness of the Corporation (other than Additional Senior Obligations) any amount of cash, property or securities remains available for payment or distribution in respect of the Subordinated Securities ("Excess Proceeds") and creditors in respect of Additional Senior Obligations have not received payment in full of amounts due or to become due thereon or payments of such amounts have not been provided for, then such Excess Proceeds shall be applied to payment in full of the Additional Senior Obligations before any payment is made on the Subordinated Securities. (Subordinated Indenture, Section 1301.) In the event and during the continuation of any default in the payment of principal (including principal to be paid by delivery of Capital Securities) of, or premium, if any, or interest, if any, on, any Senior Indebtedness (other than Additional Senior Obligations) beyond any applicable grace period, or in the event that any event of default with respect to any Senior Indebtedness (other than Additional Senior Obligations) shall have occurred and be continuing, or would occur as a result of certain payments, permitting the holders of such Senior Indebtedness (or a trustee on behalf of the holders thereof) to accelerate the maturity thereof, then, unless and until such default or event of default shall have been cured or waived or shall have ceased to exist, no payment of principal (including principal to be paid by delivery of Capital Securities) of, or premium, if any, or interest, if any, on the Subordinated Securities, or in respect of any redemption, exchange, retirement, purchase or other acquisition of any of the Subordinated Securities, shall be made by the Corporation. (Subordinated Indenture, Section 1303.) By reason of such subordination in favor of the Holders of Senior Indebtedness of the Corporation (including to the extent set forth above, Additional Senior Obligations), in the event of the insolvency of the Corporation, Holders of Senior Indebtedness of the Corporation may receive more, ratably, and Holders of the Subordinated Securities having a claim pursuant to the Subordinated Securities may receive less, ratably, than the other creditors of the Corporation. EVENTS OF DEFAULT; DEFAULTS The following will be Events of Default under the Subordinated Indenture with respect to Subordinated Securities of any series: (a) certain events in bankruptcy, insolvency or reorganization of the Corporation or the receivership of the Bank; and (b) any other Event of Default provided with respect to Subordinated Securities of that series. (Subordinated Indenture, Section 501.) If an Event of Default with respect to Subordinated Securities of any series at the time Outstanding occurs and is continuing, the Trustee or the Holders of at least 25 percent in aggregate principal amount of the Outstanding Subordinated Securities of that series may declare the principal amount (or, if any of the Subordinated Securities of that series are Original Issue Discount Subordinated Securities or Indexed Securities, such portion of the principal amount of such Subordinated Securities as may be specified in the terms thereof) of all the Subordinated Securities of that series to be due and payable immediately, by a written notice to the Corporation (and to the Trustee, if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. (Subordinated Indenture, Section 502.) The foregoing provision would, in the event of the bankruptcy or insolvency of the 15 18 Corporation, be subject as to enforcement to the broad equity powers of a Federal bankruptcy court and to the determination by that court of the nature and status of the payment claims of the Holders of the Subordinated Securities. At any time after a declaration of acceleration with respect to the Subordinated Securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained, the Holders of a majority in principal amount of Outstanding Subordinated Securities of that series may, under certain circumstances, rescind and annul such acceleration but only if all Defaults have been remedied, or if permitted, waived and if certain other conditions have been satisfied. (Subordinated Indenture, Section 502.) The following events will be Defaults under the Subordinated Indenture with respect to Subordinated Securities of any series: (a) an Event of Default with respect to such series of Subordinated Securities; (b) failure to pay principal (including the delivery of any Capital Securities in exchange for or upon the conversion of Subordinated Securities) or premium, if any, on any Subordinated Security of that series at Maturity; (c) failure to pay any interest, if any, on any Subordinated Security of that series when due and payable, continued for 30 days; (d) failure to deposit any sinking fund payment, when due, in respect of any Subordinated Security of that series; (e) failure to perform any covenant or warranty of the Corporation in the Subordinated Indenture (other than a covenant or warranty included in the Subordinated Indenture solely for the benefit of series of Subordinated Securities other than that series), continued for 60 days after written notice as provided in the Subordinated Indenture; (f) default under any bond, debenture, note, mortgage, indenture, other instruments or other evidence of Indebtedness for Money Borrowed (including a default with respect to Subordinated Securities of another series) in an aggregate principal amount exceeding $3,000,000 by the Corporation or the Bank or its successors under the terms of the instrument or instruments by or under which such indebtedness is evidenced, issued or secured, which default results in the acceleration of such indebtedness, if such acceleration is not rescinded or annulled, or such indebtedness is not discharged, within ten days after written notice as provided in the Subordinated Indenture; and (g) any other default provided with respect to Subordinated Securities of that series. (Subordinated Indenture, Section 507.) Unless otherwise provided in the terms of a series of Subordinated Securities, there will be no right of acceleration of the payment of principal of the Subordinated Securities of such series upon a default in the payment (including any obligation to exchange Capital Securities for Subordinated Securities of such series) of principal of or premium, if any, or interest, if any, or a default in the performance of any covenant or agreement in the Subordinated Securities or the Subordinated Indenture. If a Default with respect to the Subordinated Securities of any series occurs and is continuing, the Trustee may, subject to certain limitations and conditions, seek to enforce its rights and the rights of the Holders of Subordinated Securities of such series or the performance of any covenant or agreement in the Subordinated Indenture. (Subordinated Indenture, Section 503.) The Subordinated Indenture provides that, subject to the duty of the Trustee upon the occurrence of a Default to act with the required standard of care, the Trustee will be under no obligation to exercise any of its rights or powers under the Subordinated Indenture at the request or direction of any of the Holders of Subordinated Securities of any series or any related coupons unless such Holders shall have offered to the Trustee reasonable indemnity or security against the costs, expenses and liabilities which may be incurred. (Subordinated Indenture, Section 602.) Subject to certain provisions, the Holders of a majority in aggregate principal amount of the Outstanding Subordinated Securities of any series will have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, with respect to the Subordinated Securities of that series. (Subordinated Indenture, Section 512.) The Corporation is required to furnish to the Trustee annually an Officer's Certificate as to the performance and observance by the Corporation of certain of the terms, provisions and conditions under the Subordinated Indenture and as to the absence of default. (Subordinated Indenture, Section 1010.) CONVERSION The Holders of Subordinated Securities of a specified series that are convertible into Capital Securities ("Subordinated Convertible Securities") will be entitled at certain times specified in the Prospectus Supplement relating to such Subordinated Convertible Securities, subject to prior redemption, exchange, repayment or repurchase, to convert any Subordinated Convertible Securities of such series into Capital 16 19 Securities, at the conversion price set forth in such Prospectus Supplement, subject to adjustment and to such other terms as are set forth in such Prospectus Supplement. EXCHANGEABILITY The Holders of Subordinated Securities of any series may be obligated at any time or at Maturity to exchange them for Capital Securities of the Corporation. The terms of any such exchange and any such Capital Securities will be described in the Prospectus Supplement relating to such series of Subordinated Securities. The Common Stock, Preferred Stock, and Capital Securities of the Corporation are described below under "Description of Common Stock," "Description of Preferred Stock," and "Description of Capital Securities," respectively. DESCRIPTION OF PREFERRED STOCK The following summary contains a description of certain general terms of the Corporation's Preferred Stock to which any Prospectus Supplement may relate. Certain terms of any series of the Preferred Stock offered by any Prospectus Supplement will be described in the Prospectus Supplement relating thereto. If so indicated in the Prospectus Supplement, the terms of any series may differ from the terms set forth below. The description of certain provisions of the Preferred Stock does not purport to be complete and is subject to and qualified in its entirety by reference to the provisions of the Corporation's Restated Articles of Organization (the "Articles"), and the Certificate of Vote of Directors Establishing a Series of a Class of Stock (the "Certificate") relating to each particular series of the Preferred Stock, which will be filed with the Commission at or prior to the time of the sale of such Preferred Stock. GENERAL Under the Corporation's Articles, the Board of Directors of the Corporation is authorized, without further stockholder action, to provide for the issuance of up to 10,000,000 shares of preferred stock, without par value, in one or more series, with such designations or titles; dividend rates; special or relative rights in the event of liquidation, distribution or sale of assets or dissolution or winding up of the Corporation; any sinking fund provisions; any redemption or purchase account provisions; any conversion provisions; and any voting rights thereof, as shall be set forth as and when established by the Board of Directors of the Corporation. The shares of any series of Preferred Stock will be, when issued, fully paid and non-assessable and holders thereof shall have no preemptive rights in connection therewith. The liquidation preference of any series of the Preferred Stock is not necessarily indicative of the price at which shares of such series of Preferred Stock will actually trade at or after the time of their issuance. The market price of any series of Preferred Stock can be expected to fluctuate with changes in market and economic conditions, the financial condition and prospects of the Corporation and other factors that generally influence the market prices of securities. The shares of outstanding Preferred Stock are fully paid and non-assessable. Section 45 of Chapter 156B of the Massachusetts General Laws ("MGL") provides that stockholders to whom a corporation makes any distribution, whether by way of dividend, repurchase or redemption of stock or otherwise (other than a distribution of stock of the corporation) if the corporation is, or is thereby rendered, insolvent shall be liable to the corporation for the amount of such distribution made, or for the amount of such distribution which exceeds that which could have been made without rendering the corporation insolvent, but in either event, only to the extent of the amount paid or distributed to such stockholders, respectively. RANK Any series of the Preferred Stock will, with respect to dividend rights and rights on liquidation, winding up and dissolution, rank (i) senior to all classes of common stock and the Junior Participating Preferred Stock, Series D, of the Corporation and with all equity securities issued by the Corporation, the terms of which specifically provide that such equity securities will rank junior to the Preferred Stock (collectively referred to as the "Junior Securities"); (ii) on a parity with all equity securities issued by the Corporation, the terms of 17 20 which specifically provide that such equity securities will rank on a parity with the Preferred Stock, including the Corporation's five series outstanding: Adjustable Rate Cumulative Preferred Stock, Series A, B and C, 8.60% Cumulative Preferred Stock, Series E, and 7 7/8% Cumulative Preferred Stock, Series F (collectively referred to as the "Parity Securities"); and (iii) junior to all equity securities issued by the Corporation, the terms of which specifically provide that such equity securities will rank senior to the Preferred Stock (collectively referred to as the "Senior Securities"). As used in any Certificate for these purposes, the term "equity securities" will not include debt securities convertible into or exchangeable for equity securities. DIVIDENDS Holders of each series of Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation, out of funds legally available therefor, cash dividends at such rates and on such dates as are set forth in the Prospectus Supplement relating to such series of the Preferred Stock. Dividends will be payable to holders of record of the Preferred Stock as they appear on the books of the Corporation (or, if applicable, the records of the Depositary referred to below under "Depositary Shares") on such record dates, as shall be fixed by the Board of Directors. Dividends on any series of Preferred Stock may be cumulative or non-cumulative. No full dividends may be declared or paid or funds set apart for the payment of dividends on any Parity Securities unless dividends shall have been paid or set apart for such payment on the Preferred Stock. If full dividends are not so paid, the Preferred Stock shall share dividends pro rata with the Parity Securities. If dividends are cumulative, any accumulated unpaid dividends will not bear interest. CONVERSION The Prospectus Supplement for any series of the Preferred Stock will state the terms, if any, on which shares of that series are convertible into shares of another series of Preferred Stock or Capital Securities. For any series of Preferred Stock which is convertible, the Corporation shall at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Preferred Stock or Capital Securities or shares held in its treasury or both, for the purpose of effecting the conversion of the shares of such series of Preferred Stock, the full number of shares of Preferred Stock or Capital Securities then deliverable upon the conversion of all outstanding shares of such series. No fractional shares or scrip representing fractional shares of Preferred Stock or Capital Securities will be issued upon the conversion of shares of any series of convertible Preferred Stock. Each holder to whom fractional shares would otherwise be issued will instead be entitled to receive, at the Corporation's election, either (a) a cash payment equal to the current market price of such holder's fractional interest or (b) a cash payment equal to such holder's proportionate interest in the net proceeds (following the deduction of applicable transaction costs) from the sale promptly by an agent, on behalf of such holders, of shares of Preferred Stock or Capital Securities representing the aggregate of such fractional shares. The holders of any series of shares of Preferred Stock at the close of business on a dividend payment record date will be entitled to receive the dividend payable on such shares (except that holders of shares called for redemption on a redemption date occurring between such record date and the dividend payment date shall not be entitled to receive such dividend on such dividend payment date but instead will receive accrued and unpaid dividends to such redemption date) on the corresponding dividend payment date notwithstanding the conversion thereof or the Corporation's default in payment of the dividend due. Except as provided above, the Corporation will make no payment or allowance for unpaid dividends, whether or not in arrears, on converted shares or for dividends on the shares of Preferred Stock or Capital Securities issued upon conversion. EXCHANGEABILITY The holders of shares of Preferred Stock of any series may be obligated at any time or at maturity to exchange such shares for Capital Securities or other debt securities of the Corporation. The terms of any such exchange and any such Capital Securities or other debt securities will be described in the Prospectus 18 21 Supplement relating to such series of Preferred Stock. The Capital Securities of the Corporation are described below under "Description of Capital Securities." REDEMPTION A series of Preferred Stock may be redeemable at any time, in whole or in part, at the option of the Corporation or the holder thereof upon terms and at the redemption prices set forth in the Prospectus Supplement relating to such series. In the event of partial redemptions of Preferred Stock, whether by mandatory or optional redemption, the shares to be redeemed will be determined by lot or pro rata, as may be determined by the Board of Directors of the Corporation or by any other method determined to be equitable by the Board of Directors. On and after a redemption date, unless the Corporation defaults in the payment of the redemption price, dividends will cease to accrue on shares of Preferred Stock called for redemption and all rights of holders of such shares will terminate except for the right to receive the redemption price. Under current regulations, bank holding companies may not exercise any option to redeem shares of preferred stock without the prior approval of the Board of Governors. Ordinarily, the Board of Governors would not permit such a redemption unless (1) the shares are redeemed with the proceeds of a sale by the bank holding company of common stock or perpetual preferred stock or (2) the Board of Governors determines that a bank holding company's capital position after such redemption would clearly be adequate and that its condition and circumstances warrant the reduction of a source of permanent capital. LIQUIDATION PREFERENCE Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, holders of each series of Preferred Stock that ranks senior to the Junior Securities will be entitled to receive out of assets of the Corporation available for distribution to stockholders, before any distribution is made on any Junior Securities, including Common Stock, distributions upon liquidation in the amount set forth in the Prospectus Supplement relating to such series of Preferred Stock, plus an amount equal to any accrued and unpaid dividends. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to the Preferred Stock of any series and any other Parity Securities are not paid in full, the holders of the Preferred Stock of such series and the Parity Securities will share ratably in any such distribution of assets of the Corporation in proportion to the full liquidation preferences to which each is entitled. After payment of the full amount of the liquidation preference to which they are entitled, the holders of such series of Preferred Stock will not be entitled to any further participation in any distribution of assets of the Corporation. However, neither (i) the merger or consolidation of the Corporation with or into one or more corporations pursuant to any statute which provides in effect that the stockholders of the Corporation shall continue as stockholders of the continuing or combined corporation nor (ii) the acquisition by the Corporation of assets or stock of another corporation shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Corporation. VOTING RIGHTS Except as indicated below or in the Prospectus Supplement relating to a particular series of Preferred Stock, or except as expressly required by applicable law, the holders of the Preferred Stock will have no voting rights. Under Massachusetts law, a corporation may not amend its articles of organization so as to adversely affect the rights of any class or series of its stock without the affirmative vote of at least two-thirds (or a lesser proportion, but not less than a majority, if so provided in the corporation's articles of organization) of the shares of such class or series, with all series of a class of stock which are adversely affected in the same manner voting together as one class and any other series, which is adversely affected in a manner different from other series of the same class, voting as a separate class. 19 22 Under regulations adopted by the Board of Governors, if the holders of shares of any series of Preferred Stock of the Corporation became entitled to vote for the election of directors, such series may then be deemed a "class of voting securities" and a holder of 25% or more of such series (or a holder of 5% if it otherwise exercises a "controlling influence" over the Corporation) may then be subject to regulation as a bank holding company in accordance with the Bank Holding Company Act of 1956, as amended. In addition, at such time as such series is deemed a class of voting securities, (i) any other bank holding company may be required to obtain the approval of the Board of Governors to acquire or retain 5% or more of such series, and (ii) any person other than a bank holding company may be required to obtain the approval of the Board of Governors under the Change in Bank Control Act to acquire or retain 10% or more of such series. PREFERRED STOCK OUTSTANDING The Corporation has issued and outstanding five series of Preferred Stock: Adjustable Rate Cumulative Preferred Stock (Series A, Series B and Series C), 8.60% Cumulative Preferred Stock, Series E, and 7 7/8% Cumulative Preferred Stock, Series F. The Series A, B and C Preferred Stock are issued as whole shares, and the Series E and Series F Preferred Stock are issued as fractional shares represented by depositary shares ("Depositary Shares"). Each Depositary Share represents a one-tenth interest in a share of Series E or Series F Preferred Stock. The shares of Series E and Series F Preferred Stock underlying the Depositary Shares are deposited with the Bank, as Depositary (the "Depositary"), under Deposit Agreements (the "Deposit Agreement"), among the Corporation, the Depositary and the holders from time to time of the depositary receipts issued by the Depositary thereunder (the "Depositary Receipts"). The Depositary Receipts evidence the Depositary Shares. Subject to the terms of the Deposit Agreement, each owner of a Depositary Share is entitled through the Depositary, in proportion to the one-tenth interest in a share of Series E or Series F Preferred Stock underlying such Depositary Share, to all rights and preferences of a share of Series E or Series F Preferred Stock (including dividend, voting, redemption and liquidation rights). As of December 31, 1993, 4,593,941 shares of Preferred Stock were issued and outstanding with an aggregate liquidation preference of $508.4 million. Holders of the outstanding Preferred Stock (or, Depositary Shares, in the case of the Series E and Series F Preferred Stock) have no preemptive rights with respect to shares of any other series of Preferred Stock or with respect to shares of the Corporation's Common Stock. The outstanding Preferred Stock, and in the case of the Series E and Series F Preferred Stock, the Depositary Shares, are listed on the NYSE and BSE. The Bank is the registrar, transfer agent and dividend disbursing agent for the outstanding Preferred Stock and the Depositary Shares. The shares of outstanding Preferred Stock are fully paid and non-assessable, subject to the provisions of Section 45 of the MGL. See "DESCRIPTION OF PREFERRED STOCK -- General." DIVIDENDS. Holders of shares (or Depositary Shares, in the case of Series E and Series F Preferred Stock) of each series of outstanding Preferred Stock are entitled to cumulative dividends, when, as and if declared by the Corporation's Board of Directors. Dividends on the existing Preferred Stock must be paid or set apart for payment before any dividends can be paid to holders of equity securities which by their terms rank junior to the Preferred Stock, including the Corporation's Common Stock. Dividends on the outstanding Preferred Stock are payable in arrears on the 15th day of March, June, September and December in each year in which the Preferred Stock is outstanding. LIQUIDATION AND REDEMPTION. In the event of any voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding up of the Corporation, the holders of each share of outstanding Preferred Stock shall be entitled to receive, prior to any payment upon the Corporation's Common Stock, cash in the amount of $50 in the case of the Series A and Series B Preferred Stock, cash in the amount of $100 in the case of the Series C Preferred Stock and cash in the amount of $250 in the case of the Series E and Series F Preferred Stock (equivalent to $25 per Depositary Share). The outstanding Preferred Stock is subject to partial or complete redemption at the option of the Corporation, with the prior approval of the Federal Reserve Board (if such approval is required at the time of redemption), except that the Series E and Series F Preferred Stock are not redeemable prior to September 15, 1997 and July 15, 1998, respectively. 20 23 VOTING. Holders of outstanding Preferred Stock have no general voting rights. However, during any period in which dividends on a series of outstanding Preferred Stock are cumulatively in arrears in the amount of six or more full quarterly dividends, the holders of shares of such series, shall be entitled (by series, voting as a single class) to elect one director who shall serve until such time as the arrearage in the payment of dividends has been cured. DEPOSITARY SHARES GENERAL. The Corporation may, at its option, elect to offer fractional shares of Preferred Stock, rather than full shares of Preferred Stock. In the event such option is exercised, the Corporation will issue receipts for Depositary Shares, each of which will represent a fraction (to be set forth in the Prospectus Supplement relating to a particular series of Preferred Stock) of a share of a particular series of Preferred Stock as described below. The shares of any series of Preferred Stock represented by Depositary Shares will be deposited under a Deposit Agreement (the "Deposit Agreement") between the Corporation and a bank or trust company selected by the Corporation having its principal office in the United States and having a combined capital and surplus of at least $50,000,000 (the "Depositary"). Subject to the terms of the Deposit Agreement, each owner of a Depositary Share will be entitled, in proportion to the applicable fraction of a share of Preferred Stock represented by such Depositary Share, to all the rights and preferences of the Preferred Stock represented thereby (including dividend, voting, redemption, conversion and liquidation rights). The Depositary Shares will be evidenced by depositary receipts issued pursuant to the Deposit Agreement ("Depositary Receipts"). Depositary Receipts will be distributed to those persons purchasing the fractional shares of Preferred Stock in accordance with the terms of the offering. The forms of Deposit Agreement and Depositary Receipt are filed as exhibits to the Registration Statement, and the following summary is qualified in its entirety by reference to such exhibits. Pending the preparation of definitive Depositary Receipts, the Depositary may, upon the written order of the Corporation or any holder of Preferred Stock, execute and deliver temporary Depositary Receipts which are substantially identical to, and entitle the holders thereof to all the rights pertaining to, the definitive Depositary Receipts. Definitive Depositary Receipts will be prepared thereafter without unreasonable delay, and temporary Depositary Receipts will be exchangeable for definitive Depositary Receipts at the Corporation's expense. DIVIDENDS AND OTHER DISTRIBUTIONS. The Depositary will distribute cash dividends or other cash distributions received in respect of the Preferred Stock to the record holders of Depositary Shares relating to such Preferred Stock in proportion to the numbers of such Depositary Shares owned by such holders. In the event of a distribution other than in cash, the Depositary will distribute property received by it to the record holders of Depositary Shares entitled thereto. If the Depositary determines that it is not feasible to make such distribution, it may, with the approval of the Corporation, sell such property and distribute the net proceeds from such sale to such holders. REDEMPTION OR EXCHANGE OF STOCK. If a series of Preferred Stock represented by Depositary Shares is to be redeemed or exchanged, the Depositary Shares will be redeemed from the proceeds received by the Depositary resulting from the redemption, in whole or in part, of such series of Preferred Stock held by the Depositary, or exchanged for the Capital Securities or other debt securities to be issued in exchange for the Preferred Stock (as the case may be, in accordance with the terms of such series of Preferred Stock). The Depositary Shares will be redeemed or exchanged by the Depositary at a price per Depositary Share equal to the applicable fraction of the redemption price per share or market value of Capital Securities or other debt securities per Depositary Share paid in respect of the shares of Preferred Stock so redeemed or exchanged. Whenever the Corporation redeems or exchanges shares of Preferred Stock held by the Depositary, the Depositary will redeem or exchange as of the same date the number of Depositary Shares representing shares of Preferred Stock so redeemed or exchanged. If fewer than all the Depositary Shares are to be redeemed or 21 24 exchanged, the Depositary Shares to be redeemed or exchanged will be selected by the Depositary by lot or pro rata or by any other equitable method as may be determined by the Corporation. WITHDRAWAL OF STOCK. Any holder of Depositary Shares may, upon surrender of the Depositary Receipts therefor to the Depositary, receive the number of whole shares of the related series of Preferred Stock and any money or other property represented by such Depositary Receipts. Holders of Depositary Shares making such withdrawals will be entitled to receive whole shares of Preferred Stock on the basis set forth in the related Prospectus Supplement for such series of Preferred Stock, but holders of such whole shares of Preferred Stock will not thereafter be entitled to deposit such Preferred Stock under the Deposit Agreement or to receive Depositary Receipts therefor. If the Depositary Shares surrendered by the holder in connection with such withdrawal exceed the number of Depositary Shares that represent the number of whole shares of Preferred Stock to be withdrawn, the Depositary will deliver to such holder at the same time a new Depositary Receipt evidencing such excess number of Depositary Shares. VOTING THE PREFERRED STOCK. Upon receipt of notice of any meeting at which the holders of the Preferred Stock are entitled to vote, the Depositary will mail the information contained in such notice of meeting to the record holders of the Depositary Shares relating to such Preferred Stock. Each record holder of such Depositary Shares on the record date (which will be the same date as the record date of the Preferred Stock) will be entitled to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of the Preferred Stock represented by such holder's Depositary Shares. The Depositary will endeavor, insofar as practicable, to vote the amount of the Preferred Stock represented by such Depositary Shares in accordance with such instructions, and the Corporation will agree to take all reasonable actions which may be deemed necessary by the Depositary in order to enable the Depositary to do so. The Depositary will abstain from voting shares of the Preferred Stock to the extent it does not receive specific instructions from the holder of Depositary Shares representing such Preferred Stock. CONVERSION RIGHTS. Any holder of Depositary Shares, upon surrender of the Depositary Receipts therefor and delivery of instructions to the Depositary, may cause the Corporation to convert any specified number of whole or fractional shares of Preferred Stock represented by the Depositary Shares into the number of whole shares of Capital Securities or other preferred stock (as the case may be, in accordance with the terms of such series of the Preferred Stock) of the Corporation obtained by dividing the aggregate liquidation preference of such Depositary Shares by the Conversion Price (as such term is defined in the Certificate) then in effect, as such Conversion Price may be adjusted by the Corporation from time to time as provided in the Certificate. In the event that a holder delivers Depositary Receipts to the Depositary for conversion which in the aggregate are convertible either into less than one whole share of such Capital Securities or other preferred stock or into any number of whole shares of such Capital Securities or other preferred stock plus an excess constituting less than one whole share of such Capital Securities or other preferred stock, the holder shall receive payment in lieu of such fractional shares. AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT. The form of Depositary Receipt evidencing the Depositary Shares and any provision of the Deposit Agreement may at any time be amended by agreement between the Corporation and the Depositary. However, any amendment which materially and adversely alters the rights of the holders of Depositary Shares will not be effective unless such amendment has been approved by the holders of at least a majority of the Depositary Shares then outstanding. The Deposit Agreement automatically terminates if (i) all outstanding Depositary Shares have been redeemed; or (ii) each share of Preferred Stock has been converted into Capital Securities or other preferred stock or has been exchanged for Capital Securities or other debt securities; or (iii) there has been a final distribution in respect of the Preferred Stock in connection with any liquidation, dissolution or winding up of the Corporation and such distribution has been distributed to the holders of Depositary Shares. The Deposit Agreement also may be terminated by the Corporation at any time upon 60 days prior written notice to the Depositary, in which case the Depositary will deliver to the record holders, upon surrender of the Depositary Receipts, such number of whole or fractional shares of Preferred Stock represented by such Depositary Receipts. CHARGES OF DEPOSITARY. The Corporation will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Corporation will pay all charges of the 22 25 Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares, all withdrawals of shares of Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Preferred Stock. Holders of Depositary Shares will pay other transfer and other taxes and governmental charges and such other charges or expenses as are expressly provided in the Deposit Agreement to be for their accounts. MISCELLANEOUS. The Depositary will forward all reports and communications from the Corporation which are delivered to the Depositary and which the Corporation is required to furnish to the holders of the Preferred Stock. Neither the Depositary nor the Corporation will be liable if it is prevented or delayed by law or any circumstance beyond its control in performing its obligations under the Deposit Agreement. The obligations of the Corporation and the Depositary under the Deposit Agreement will be limited to performance in good faith of their duties thereunder and they will not be obligated to prosecute or defend any legal proceeding in respect of any Depositary Shares of Preferred Stock unless satisfactory indemnity is furnished. They may rely upon written advice of counsel or accountants, or upon information provided by persons presenting Preferred Stock for deposit, holders of Depositary Receipts or other persons believed to be competent and on documents believed to be genuine. RESIGNATION AND REMOVAL OF DEPOSITARY. The Depositary may resign at any time by delivering to the Corporation notice of its election to do so, and the Corporation may at any time remove the Depositary, any such resignation or removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment. Such successor Depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000. DESCRIPTION OF COMMON STOCK GENERAL The Corporation's Common Stock as of February 25, 1994 consisted of 200,000,000 authorized shares, par value $2.25 per share, of which there were 106,357,915 shares outstanding. The Common Stock is traded on the NYSE and the BSE. The transfer agent and registrar for the Common Stock is the Bank. Shares of Common Stock may be issued from time to time, in such amounts and proportion and for such consideration as may be fixed by the Board of Directors of the Corporation. No holder of Common Stock has any preemptive or preferential rights to purchase or to subscribe for any shares of capital stock or other securities which may be issued by the Corporation. The Common Stock has no redemption or sinking fund provisions applicable thereto. The Common Stock does not have any conversion rights. The Corporation issues authorized but unissued shares of its Common Stock in connection with several employee benefit and stock option and incentive plans maintained by the Corporation or its subsidiaries, and the Corporation's Automatic Dividend Reinvestment and Common Stock Purchase Plan. In addition, holders of the Corporation's 7 3/4% Convertible Subordinated Debentures Due 2011 (the "Debentures") are entitled to convert their Debentures into Common Stock at any time on or before June 15, 2011, unless previously redeemed, at a conversion price of $23.42 per share, subject to adjustment in certain events. As of February 25, 1994 $94,396,000 in principal amount of the Debentures was outstanding. The Debentures are redeemable at the option of the Corporation, in whole or in part, at prices ranging from 101.55% of the principal amount plus accrued interest in 1994 to 100% of the principal amount plus accrued interest in 1995. The shares of the Common Stock are fully paid and non-assessable. Section 45 of Chapter 156B of the MGL provides that stockholders to whom a corporation makes any distribution, whether by way of dividend, repurchase or redemption of stock or otherwise (other than a distribution of stock of the corporation) if the corporation is, or is thereby rendered, insolvent shall be liable to the corporation for the amount of such distribution made, or for the amount of such distribution which exceeds that which could have been made without rendering the corporation insolvent, but in either event, only to the extent of the amount paid or distributed to such stockholders, respectively. 23 26 LIQUIDATION In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the Common Stock are entitled to receive, on a share for share basis, any assets or funds of the Corporation which are distributable to its holders of Common Stock upon such events, subject to the prior rights of creditors of the Corporation and holders of the Corporation's outstanding Preferred Stock. VOTING Holders of Common Stock are entitled to one vote for each share on all matters voted upon by the stockholders. The shares of Common Stock have non-cumulative voting rights, which means that the holders of more than 50% of the shares voting for the election of directors can elect 100% of the directors if they choose to do so, and in such event, the holders of the remaining shares voting for the election of directors will not be able to elect any person or persons to the Board of Directors of the Corporation. DIVIDENDS When, as and if dividends, payable in cash, stock or other property, are declared by the Board of Directors of the Corporation out of funds legally available therefor, the holders of Common Stock are entitled to share equally, share for share, in such dividends. The payment of dividends on the Common Stock is subject to the prior payment of dividends on the Preferred Stock. STOCKHOLDER RIGHTS PLAN On June 28, 1990, the Board of Directors of the Corporation adopted a stockholder rights plan providing for a dividend of one Preferred Stock Purchase Right for each outstanding share of Common Stock of the Corporation (the "Rights"). The dividend was distributed on July 12, 1990 to stockholders of record on that date. Holders of shares of Common Stock issued subsequent to that date receive the Rights with their shares. The Rights trade automatically with shares of Common Stock and become exercisable only under certain circumstances as described below. The Rights are designed to protect the interests of the Corporation and its stockholders against coercive takeover tactics. The purpose of the Rights is to encourage potential acquirors to negotiate with the Corporation's Board of Directors prior to attempting a takeover and to provide the Board with leverage in negotiating on behalf of all stockholders the terms of any proposed takeover. The Rights may have certain anti-takeover effects. The Rights should not, however, interfere with any merger or other business combination approved by the Board of Directors. Until a Right is exercised, the holder of a Right, as such, will have no rights as a stockholder of the Corporation including, without limitation, the right to vote or receive dividends. Upon becoming exercisable, each Right will entitle the holder thereof to purchase from the Corporation a unit equal to one one-thousandth of a share of Junior Participating Preferred Stock, Series D at a purchase price of $50 per unit, subject to adjustment. In general, the Rights will become exercisable upon the earlier of (i) ten days following a public announcement by the Corporation that a person or group has acquired beneficial ownership of 15% or more of the Corporation's Common Stock or voting securities representing 15% or more of the total voting power of the Corporation (the "Stock Acquisition Date") or (ii) ten business days (or such later date as the Board of Directors may determine) after the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 15% or more of the Corporation's outstanding Common Stock or voting securities representing 15% or more of the total voting power of the Corporation. Generally, in the event that a person or group becomes the beneficial owner of 15% or more of the Corporation's outstanding Common Stock or voting securities representing 15% or more of the total voting power of the Corporation (other than pursuant to an offer for all outstanding shares of Common Stock and other voting securities which the Board of Directors determines to be fair to stockholders and otherwise in the best interests of the Corporation) (a "Flip-In Event"), each Right, other than Rights owned by the acquiror, will thereafter entitle the holder to receive, upon exercise of the Right, Common Stock having a value equal to two times the exercise price of the Right. In addition, at any time after a Flip-In Event, the Board of Directors may exchange the then exercisable Rights (other than Rights held by the acquiror) for Common Stock at an exchange ratio of one share of Common Stock for each Right. In the event that, at any time after the Stock 24 27 Acquisition Date, the Corporation is acquired in a merger or other business combination transaction or more than 50% of the Corporation's assets, cash flow or earning power is sold or transferred (a "Flip-Over Event"), each Right, other than Rights owned by the acquiror, will thereafter entitle the holder thereof to receive, upon the exercise of the Right, common stock of the acquiror having a value equal to two times the exercise price of the Right. The Rights are redeemable by the Corporation at $.01 per Right at any time prior to ten days after the Stock Acquisition Date (which period may be extended at any time while the Rights are still redeemable). The Rights will expire at the close of business on July 12, 2000, unless earlier redeemed or exchanged. The foregoing description of the Rights does not purport to be complete and is qualified in its entirety by the description of the Rights contained in the Rights Agreement, dated as of June 28, 1990, between the Corporation and the Bank, as Rights Agent, which is incorporated herein by reference to Exhibit 1 to the Corporation's Registration Statement on Form 8-A dated July 2, 1990. DESCRIPTION OF CAPITAL SECURITIES GENERAL A Prospectus Supplement may provide that Capital Securities will be issuable in exchange for or upon conversion of Subordinated Securities or Preferred Stock of any series. "Capital Securities" may consist of common stock, perpetual preferred stock or, if permitted by the Corporation's primary federal banking regulator (currently the Board of Governors), other securities of the Corporation. The Prospectus Supplement relating to a series of Subordinated Debt Securities or Preferred Stock which are exchangeable for or convertible into Capital Securities will contain a description of the Capital Securities. TENDER OFFER RULES Rules 13e-4 and 14e-1 of the Commission's rules and regulations relating to tender offers by issuers, as currently in effect and interpreted, may be applicable to exchanges or conversions such as that of Capital Securities for Subordinated Securities or Preferred Stock of any series. If, at the time of any such exchange or conversion, Rule 13e-4 or Rule 14e-1 (or any successor rule or rules) applies to such transactions, the Corporation will comply with such rule (or any successor rule or rules) and will afford holders of such Subordinated Securities or Preferred Stock all rights and will make all filings required by such rule (or successor rule or rules). DESCRIPTION OF SECURITIES WARRANTS The Corporation may issue, together with any Debt Securities or Preferred Stock or Common Stock offered by any Prospectus Supplement or separately, Securities Warrants for the purchase of other Debt Securities or Preferred Stock or Common Stock. The Securities Warrants are to be issued under warrant agreements (each a "Securities Warrant Agreement") to be entered into between the Corporation and a bank or trust company, as warrant agent ("Securities Warrant Agent"), all as set forth in the Prospectus Supplement relating to the particular issue of Securities Warrants. The form of Securities Warrant Agreement, including the form of certificates representing the Securities Warrants ("Securities Warrant Certificates"), reflecting the alternative provisions to be included in the Securities Warrant Agreements that will be entered into with respect to particular offerings of Securities Warrants, is filed as an exhibit to the Registration Statement. The following summaries of certain provisions of the Securities Warrant Agreement and the Securities Warrant Certificates do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provisions of the Securities Warrant Agreement and the Securities Warrant Certificates, respectively, including the definitions therein of certain terms. Wherever defined terms of the Securities Warrant Agreement are referred to, it is intended that such defined terms shall be incorporated herein by reference. 25 28 GENERAL The Prospectus Supplement relating to the particular issue of Securities Warrants offered thereby will describe the terms of the offered Securities Warrants, the Securities Warrant Agreement relating to the offered Securities Warrants and the Securities Warrant Certificates representing the offered Securities Warrants, including the following: (1) if the Securities Warrants are offered for separate consideration, the offering price and the Currency for which Securities Warrants may be purchased; (2) the designation, aggregate principal amount, Currency and terms of the series of Debt Securities purchasable upon exercise of the offered Securities Warrants; (3) the designation, number, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of the series of Preferred Stock purchasable upon exercise of Preferred Stock Warrants and the price at which such number of shares of Preferred Stock of such series may be purchased upon such exercise; (4) the number of shares of Common Stock purchasable upon exercise of Common Stock Warrants and the price at which such number of shares of Common Stock may be purchased upon such exercise; (5) the date, if any, on and after which the offered Securities Warrants and the related Debt Securities and/or Preferred Stock and/or Common Stock will be separately transferable; (6) the date on which the right to exercise the offered Securities Warrants shall commence and the date ("Expiration Date") on which such right shall expire; (7) a discussion of the specific U.S. federal income tax, accounting and other considerations applicable to the Securities Warrants; (8) whether the offered Securities Warrants represented by the Securities Warrant Certificates will be issued in registered or bearer form, and if registered, where they may be transferred and registered; and (9) any other terms of the offered Securities Warrants. Securities Warrant Certificates will be exchangeable on the terms specified in the Prospectus Supplement for new Securities Warrant Certificates of different denominations and Securities Warrants may be exercised at the corporate trust office of the Securities Warrant Agent or any other office indicated in the Prospectus Supplement relating thereto. Prior to the exercise of their Securities Warrants, holders of Securities Warrants will not have any of the rights of holders of the Debt Securities or Preferred Stock or Common Stock purchasable upon such exercise, including the right in the case of Debt Warrants to payments of principal of or any premium or interest, if any, on the Debt Securities purchasable upon such exercise, or to enforce covenants in the Indentures and in the case of Preferred Stock Warrants and Common Stock Warrants, the right to receive payments of dividends or distributions of any kind, if any, on the Preferred Stock and Common Stock, respectively, purchasable upon exercise or to exercise any applicable right to vote. EXERCISE OF WARRANTS Each Securities Warrant will entitle the holder to purchase such principal amount of Debt Securities or such number of shares of Preferred Stock or Common Stock, as the case may be, at such exercise price as shall in each case be set forth in, or be determinable from, the Prospectus Supplement relating to the Securities Warrants, by payment of such exercise price in full in the Currency and in the manner specified in the Prospectus Supplement. Securities Warrants may be exercised at any time up to the close of business on the Expiration Date (or such later date to which such Expiration Date may be extended by the Corporation); unexercised Securities Warrants will become void. Upon receipt at the corporate trust office of the Securities Warrant Agent or any other office indicated in the Prospectus Supplement of (i) payment of the exercise price and (ii) the Securities Warrant Certificate properly completed and duly executed, the Corporation will, as soon as practicable, forward the Debt Securities or Preferred Stock or Common Stock purchasable upon such exercise. If less than all of the Securities Warrants represented by such Warrant Certificate are exercised, a new Securities Warrant Certificate will be issued for the remaining number of Securities Warrants. PLAN OF DISTRIBUTION The Corporation may sell Securities to one or more underwriters for public offering and sale by them or may sell Securities to investors directly or through agents (which agents may be affiliates of the Corporation) that solicit or receive offers on behalf of the Corporation or through dealers or through a combination of any 26 29 such method of sale. Any such underwriter, dealer or agent involved in the offer and sale of the Securities is named in the Prospectus Supplement. The Securities may be distributed in one or more transactions from time to time at a fixed price or prices, which may be changed, from time to time at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Corporation also may, from time to time, authorize agents of the Corporation acting on a best efforts or other basis to solicit or receive offers to purchase the Securities upon the terms and conditions as are set forth in the Prospectus Supplement. In connection with the sale of Securities, underwriters may be deemed to have received compensation from the Corporation in the form of underwriting discounts or commissions and may also receive commissions from purchasers of Securities for whom they may act as agent. Underwriters may sell Securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agent. Any underwriting compensation paid by the Corporation to underwriters or agents in connection with the offering of the Securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers, will be set forth in the Prospectus Supplement. Underwriters, dealers and agents participating in the distribution of the Securities (including agents only soliciting or receiving offers to purchase Securities on behalf of the Corporation) may be deemed to be underwriters, and any discounts and commissions received by them and any profit realized by them on resale of the Securities may be deemed to be underwriting discounts and commissions, under the Securities Act. Underwriters, dealers and agents may be entitled, under agreements entered into with the Corporation, to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act. Certain of the underwriters and their associates may be customers of, engage in transactions with and perform services for the Corporation in the ordinary course of business. LEGAL OPINIONS The validity of the Securities offered hereby will be passed upon for the Corporation by Gary A. Spiess, General Counsel of the Corporation and for the Underwriters by Brown & Wood, New York, New York. Brown & Wood will rely as to all matters of Massachusetts law on the opinion of Mr. Spiess. As of March 7, 1994, Mr. Spiess had a direct or indirect interest in shares of the Corporation's Common Stock and had options to purchase an additional shares, of which options to purchase shares will be exercisable within 60 days after March 7, 1994. EXPERTS The financial statements contained in and incorporated by reference into the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, have been incorporated herein by reference in reliance upon the report, set forth therein of Coopers & Lybrand, independent accountants, and upon the authority of said firm as experts in accounting and auditing. The report, referred to above, includes an explanatory paragraph related to the Corporation's adoption of Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," and change in its method of accounting for purchased mortgage servicing rights, effective January 1, 1993; and its adoption of Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities," effective December 31, 1993. 27 30 such method of sale. Any such underwriter, dealer or agent involved in the offer and sale of the Securities is named in the Prospectus Supplement. The Securities may be distributed in one or more transactions from time to time at a fixed price or prices, which may be changed, from time to time at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Corporation also may, from time to time, authorize agents of the Corporation acting on a best efforts or other basis to solicit or receive offers to purchase the Securities upon the terms and conditions as are set forth in the Prospectus Supplement. In connection with the sale of Securities, underwriters may be deemed to have received compensation from the Corporation in the form of underwriting discounts or commissions and may also receive commissions from purchasers of Securities for whom they may act as agent. Underwriters may sell Securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agent. Any underwriting compensation paid by the Corporation to underwriters or agents in connection with the offering of the Securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers, will be set forth in the Prospectus Supplement. Underwriters, dealers and agents participating in the distribution of the Securities (including agents only soliciting or receiving offers to purchase Securities on behalf of the Corporation) may be deemed to be underwriters, and any discounts and commissions received by them and any profit realized by them on resale of the Securities may be deemed to be underwriting discounts and commissions, under the Securities Act. Underwriters, dealers and agents may be entitled, under agreements entered into with the Corporation, to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act. Certain of the underwriters and their associates may be customers of, engage in transactions with and perform services for the Corporation in the ordinary course of business. LEGAL OPINIONS The validity of the Securities offered hereby will be passed upon for the Corporation by Gary A. Spiess, General Counsel of the Corporation and for the Underwriters by Brown & Wood, New York, New York. Brown & Wood will rely as to all matters of Massachusetts law on the opinion of Mr. Spiess. As of March 7, 1994, Mr. Spiess had a direct or indirect interest in 22,254 shares of the Corporation's Common Stock and had options to purchase an additional 55,239 shares, of which options to purchase 50,239 shares will be exercisable within 60 days after March 7, 1994. EXPERTS The financial statements contained in and incorporated by reference into the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, have been incorporated herein by reference in reliance upon the report, set forth therein of Coopers & Lybrand, independent accountants, and upon the authority of said firm as experts in accounting and auditing. The report, referred to above, includes an explanatory paragraph related to the Corporation's adoption of Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," and change in its method of accounting for purchased mortgage servicing rights, effective January 1, 1993; and its adoption of Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities," effective December 31, 1993. 27 31 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Estimated expenses in connection with the issuance and distribution of the securities being registered other than underwriting compensation are as follows: SEC registration fee.............................................. $ 517,245 Rating agency fees................................................ 400,000 Printing and engraving expenses................................... 160,000 Accountants' fees and expenses.................................... 230,000 Trustees' fees and expenses....................................... 20,000 Blue sky fees and expenses........................................ 35,000 Listing fees...................................................... 100,000 Miscellaneous..................................................... 12,755 --------- Total................................................... $1,475,000 --------- ---------
- --------------- All the above amounts except the SEC registration fee are estimated. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 67 of Chapter 156B of the Massachusetts General Laws authorizes a corporation to indemnify any director, officer, employee or other agent of the corporation to whatever extent specified in or authorized by (i) the articles of organization, (ii) a by-law adopted by the stockholders or (iii) a vote adopted by the holders of a majority of the shares of stock entitled to vote on the election of directors. The Registrant's By-laws provide indemnity to the Registrant's Directors and Officers in such capacity or as directors or officers of a wholly-owned subsidiary of the Registrant for liability resulting from judgments, fines, expenses or settlement amounts incurred in connection with any action, including an action by or in the right of the Registrant, brought against such person in such capacity. Under Massachusetts law and the By-laws, no indemnification may be provided for any person with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Registrant. The By-laws also provide that, with respect to any matter disposed of by a compromise payment by such Director or Officer pursuant to a consent decree or otherwise, no indemnification shall be provided unless such compromise shall be ordered by a court or shall be approved as being in the best interest of the Registrant, after notice that it involves such indemnification: (a) by a disinterested majority of the Directors then in office or (b) by a majority of the disinterested Directors then in office, provided that there has been obtained an opinion in writing of independent counsel to the effect that such person does not appear not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Registrant or (c) by the holders of a majority of the outstanding stock at the time entitled to vote for Directors. Under Massachusetts law, a court may uphold indemnification in connection with a suit in which there is a recovery by or in the right of a corporation. The By-laws also provide for indemnification for all other directors and officers of the Registrant's wholly-owned subsidiaries to the extent authorized by the Board of Directors on the same statutory standard set forth in the preceding paragraph. Where such a person is wholly successful in defending the claim, he or she shall be entitled to indemnification. Directors and officers of other subsidiaries and employees and agents of the Registrant and any subsidiaries may be indemnified as determined by the Board from time to time. II-1 32 ITEM 16. EXHIBITS. (1)(a) -- Form of Underwriting Agreement relating to the Securities. (4)(a) -- Restated Articles of Organization of the Corporation, as amended through November 24, 1993, incorporated herein by reference to Exhibit 3(a) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-6522). (4)(b) -- By-Laws of the Corporation, as amended through October 28, 1993, incorporated herein by reference to Exhibit 3(b) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-6522). (4)(c) -- Senior Indenture, between the Corporation and Norwest Bank Minnesota, National Association ("Norwest"), as Trustee, dated as of June 15, 1992, incorporated herein by reference to Exhibit 4(c) to the Corporation's Registration Statement on Form S-3 (Registration Number 33-48418). (4)(d) -- Subordinated Indenture between the Corporation and Norwest, as Trustee, dated as of June 15, 1992, incorporated herein by reference to Exhibit 4(d) to the Corporation's Registration Statement on Form S-3 (Registration Number 33-48418). (4)(e) -- First Supplemental Indenture between the Corporation and Norwest, as Trustee dated as of June 24, 1993, incorporated herein by reference to Exhibit 4(e) to the Corporation's Current Report on Form 8-K dated June 24, 1993 (File No. 1-6522). (4)(f) -- Form of Securities Warrant Agreement. (4)(g) -- Form of Certificates representing the Debt Warrants, Preferred Stock Warrants and Common Stock Warrants (included in Exhibit (4)(f)). (4)(h) -- Form of Deposit Agreement. (4)(i) -- Form of Depositary Receipt (included in Exhibit (4)(h)). (4)(j) -- Rights Agreement, dated as of June 28, 1990, between the Corporation and the Bank, as Rights Agent, and the description of the Rights, incorporated herein by reference to the Corporation's registration statement on Form 8-A relating to the Rights and to Exhibit 1 of such registration statement (File No. 1-6522). (5) -- Opinion of Gary A. Spiess, Esq. (12)(a) -- Computation of the Corporation's Consolidated Ratio of Earnings to Fixed Charges (excluding interest on deposits), incorporated herein by reference to Exhibit 12(a) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-6522). (12)(b) -- Computation of the Corporation's Consolidated Ratio of Earnings to Fixed Charges (including interest on deposits). (12)(c) -- Computation of the Corporation's Consolidated Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements (excluding interest on deposits), incorporated herein by reference to Exhibit 12(c) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-6522). (12)(d) -- Computation of the Corporation's Consolidated Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements (including interest on deposits). (23)(a) -- Consent of Coopers & Lybrand. (23)(b) -- Consent of Gary A. Spiess, Esq. (included in Exhibit 5). (24) -- Power of Attorney of certain officers and directors (included on page II-4). (25) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Norwest, as Trustee.
ITEM 17. UNDERTAKINGS. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section II-2 33 13(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The undersigned Registrant hereby undertakes that: (1) for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and (2) for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 34 SIGNATURES Pursuant to the requirements of Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and Commonwealth of Massachusetts, on the 8th day of March, 1994. BANK OF BOSTON CORPORATION /s/ IRA STEPANIAN By (IRA STEPANIAN) (CHIEF EXECUTIVE OFFICER) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. By so signing, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the Registrant, does hereby appoint Ira Stepanian, Charles K. Gifford, William J. Shea, Bradford H. Warner, Robert T. Jefferson, and Gary A. Spiess, and each of them severally, or if more than one acts, a majority of them, his or her true and lawful attorneys or attorney to execute in his or her name, place and stead, in his or her capacity as a director or officer or both, as the case may be, of the Registrant, any and all amendments to said Registration Statement and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of each of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises as fully and to all intents and purposes as each of the undersigned might or could do in person, hereby ratifying and approving the acts of said attorneys and each of them.
SIGNATURE TITLE DATE - ------------------------------------------ --------------------------------- ------------------ /s/ IRA STEPANIAN Chairman of the Board of March 8, 1994 ........................................ Directors and Chief Executive (IRA STEPANIAN) Officer and Director (Chief Executive Officer) /s/ CHARLES K. GIFFORD President, Chief Operating March 8, 1994 ........................................ Officer and Director (CHARLES K. GIFFORD) /s/ WILLIAM J. SHEA Vice Chairman, Chief Financial March 8, 1994 ........................................ Officer and Treasurer (WILLIAM J. SHEA) (Chief Financial Officer) /s/ ROBERT T. JEFFERSON Comptroller March 8, 1994 ........................................ (Chief Accounting Officer) (ROBERT T. JEFFERSON) /s/ WAYNE A. BUDD Director March 8, 1994 ........................................ (WAYNE A. BUDD) /s/ JOHN J. CAREY Director March 8, 1994 ........................................ (JOHN J. CAREY)
II-4 35
SIGNATURE TITLE DATE - ------------------------------------------ --------------------------------- ------------------ /s/ WILLIAM F. CONNELL Director March 8, 1994 ........................................ (WILLIAM F. CONNELL) /s/ GARY L. COUNTRYMAN Director March 8, 1994 ........................................ (GARY L. COUNTRYMAN) /s/ ALICE F. EMERSON Director March 8, 1994 ........................................ (ALICE F. EMERSON) /s/ DONALD F. MCHENRY Director March 8, 1994 ........................................ (DONALD F. MCHENRY) /s/ J. DONALD MONAN Director March 8, 1994 ........................................ (J. DONALD MONAN) /s/ PAUL C. O'BRIEN Director March 8, 1994 ........................................ (PAUL C. O'BRIEN) /s/ JOHN W. ROWE Director March 8, 1994 ........................................ (JOHN W. ROWE) Director , 1994 ........................................ (RICHARD A. SMITH) /s/ WILLIAM C. VAN FAASEN Director March 8, 1994 ........................................ (WILLIAM C. VAN FAASEN) /s/ THOMAS B. WHEELER Director March 8, 1994 ........................................ (THOMAS B. WHEELER) /s/ ALFRED M. ZEIEN Director March 8, 1994 ........................................ (ALFRED M. ZEIEN) /s/ CHARLES A. ZRAKET Director March 8, 1994 ........................................ (CHARLES A. ZRAKET)
II-5 EX-1.A 2 UNDERWRITING AGREEMENT 1 EXHIBIT 1.A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- BANK OF BOSTON CORPORATION (a Massachusetts corporation) Senior Debt Securities, Subordinated Debt Securities, Preferred Stock, Depositary Shares Representing Preferred Stock, Common Stock and Warrants to Purchase Debt Securities, Preferred Stock or Common Stock UNDERWRITING AGREEMENT Dated: ____________, 199_ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 2 BANK OF BOSTON CORPORATION (a Massachusetts corporation) Senior Debt Securities, Subordinated Debt Securities, Preferred Stock, Depositary Shares representing Preferred Stock, Common Stock and Warrants to Purchase Debt Securities, Preferred Stock or Common Stock UNDERWRITING AGREEMENT ---------------------- ___________, 199_ To the [Underwriter[s] named in Exhibit A] [Representative[s] named in Exhibit A of the Underwriters named in Exhibit A] Dear Sirs: Bank of Boston Corporation, a Massachusetts corporation (the "Company"), proposes to issue and sell from time to time, either together or separately, certain of its (i) senior debt securities (the "Senior Debt Securities") and/or (ii) subordinated debt securities (the "Subordinated Debt Securities", and together with the Senior Debt Securities, the "Debt Securities"), and/or (iii) preferred stock (the "Preferred Shares"), and/or (iv) depositary shares which represent fractional interests in the Preferred Shares (the "Depositary Shares") and/or (v) common stock, par value $2.25 per share ("Common Stock"), and/or (vi) warrants (the Warrants") to purchase Debt Securities, Preferred Shares or Common Stock in one or more offerings on terms determined at the time of sale and set forth in a terms agreement in the form of Exhibit A hereto (the "Terms Agreement"). The Subordinated Debt Securities may be convertible into or exchangeable for Capital Securities of the Company (as defined below) and the Preferred Shares may be convertible into Capital Securities or other preferred stock of the Company or exchangeable for Capital Securities or Debt Securities, in each case as set forth in the applicable Terms Agreement relating thereto. As used herein, "Capital Securities" means any securities issued by the Company which consist of (i) Common Stock, (ii) perpetual preferred stock or ( iii) other capital securities of the Company acceptable to the Company's primary federal regulation. Capital Securities may have such terms, rights and preferences as may be determined by the Company. 2 3 The Senior Debt Securities are to be issued under an Indenture dated as of June 15, 1992, as amended or supplemented (the "Senior Indenture"), between the Company and Norwest Bank Minnesota, National Association ("Norwest"), as trustee (the "Senior Trustee"). The Subordinated Debt Securities are to be issued under an Indenture dated as of June 15, 1992, as amended or supplemented (the "Subordinated Indenture"), between the Company and Norwest, as trustee (the "Subordinated Trustee", and together with the Senior Trustee, the "Trustees"). The Senior Indenture and the Subordinated Indenture are collectively referred to herein as the ("Indentures"). The Senior Debt Securities and the Subordinated Debt Securities may have varying designations, maturities, rates and times of payment of interest, if any, selling prices, redemption terms, if any, exchange terms, if any, conversion terms and other specific terms as set forth in the applicable Terms Agreement relating thereto. The warrants are to be issued under warrant agreements (each a "Warrant Agreement"), between the Company and a bank or trust company, as warrant agent (the "Warrant Agent"). The Warrants may have varying designations, expiration dates, selling prices, redemption terms, if any, exchange terms, if any, conversion terms and other specific terms as set forth in the applicable Terms Agreement relating thereto. Each issue of Preferred Shares may vary as to the specific number of shares, title, stated value and liquidation preference, issuance price, dividend rate or rates (or method of calculation), dividend payment dates redemption or sinking fund requirements, conversion and exchange provisions and any other variable terms as set forth in the applicable Terms Agreement relating to such Preferred Shares. If the Preferred Shares are to be offered in the form of Depositary Shares, the Preferred Shares will, when issued, be deposited by the Company against delivery of depositary receipts (the "Depositary Receipts") to be issued under a deposit agreement (the "Deposit Agreement"), to be entered into among the Company, a depositary institution (the "Depositary") and the holders from time to time of the Depositary Receipts issued thereunder. The Depositary Receipts will evidence the Depositary Shares and each Depositary Share will represent a fraction of a Preferred Share. The Preferred Shares, together, if applicable, with the Depositary Shares are hereinafter referred to as the "Shares". Each issue of Common Stock may vary as to the specific number of shares, the initial public offering price, the purchase price and other specific terms as set forth in the applicable Terms Agreement relating thereto. The Debt Securities, Warrants, Shares and Common Stock, to be issued and sold as specified in the applicable Terms Agreement, shall collectively be referred to herein as the "Offered Securities". As used herein, unless the context otherwise requires, the term "Underwriters" shall mean the firm or firms specified as Underwriter or Underwriters in the applicable Terms Agreement relating to the Offered Securities and the term "you" shall mean the Underwriter or Underwriters, if no underwriting syndicate is purchasing the Offered Securities, or the representative or representatives of the Underwriters, if an underwriting syndicate is purchasing the Offered Securities, as specified in the applicable Terms Agreement. Whenever the Company determines to make an offering of Offered Securities, the Company will enter into a Terms Agreement providing for the sale of the applicable Offered Securities to, and the purchase and offering thereof by, the Underwriters. The Terms Agreement relating to the Offered Securities shall specify the type of Offered Securities to be issued, the names of the 3 4 Underwriters participating in such offering (subject to substitution as provided in Section 10 hereof), the number of Offered Securities which each such Underwriter severally agrees to purchase, the price at which the Offered Securities are to be purchased by the Underwriters from the Company, the initial public offering price, the time and place of delivery and payment and other specific terms. In addition, each Terms Agreement shall specify whether the Company has agreed to grant to the Underwriters an option to purchase additional Offered Securities to cover over-allotments, if any, and the amount of Offered Securities subject to such option (the "Option Securities"). As used herein, the term "Offered Securities" shall include the Option Securities, if any. The Terms Agreement may take the form of an exchange of any standard form of written telecommunication between you and the Company. Each offering of Offered Securities will be governed by this Agreement, as supplemented by the applicable Terms Agreement, and this Agreement and such Terms Agreement shall inure to the benefit of and be binding upon the Company and each Underwriter participating in the offering of such Offered Securities. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (File No. 33- ), including a prospectus, relating to the Offered Securities and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "1933 Act"). Such registration statement has been declared effective by the Commission. As provided in Section 3(a), a prospectus supplement reflecting the terms of the Offered Securities, the terms of the offering thereof and the other matters set forth therein has been prepared and will be filed pursuant to Rule 424 under the 1933 Act. Such prospectus supplement, in the form first filed after the date of the applicable Terms Agreement pursuant to Rule 424, is herein referred to as the "Prospectus Supplement". Such registration statement, as amended at the date of the applicable Terms Agreement, including the exhibits thereto and the documents incorporated by reference therein, is herein called the "Registration Statement", and the basic prospectus included therein relating to all offerings of securities under the Registration Statement, as supplemented by the Prospectus Supplement, is herein called the "Prospectus", except that, if such basic prospectus is amended or supplemented on or prior to the date on which the Prospectus Supplement is first filed pursuant to Rule 424, the term "Prospectus" shall refer to the basic prospectus as so amended or supplemented and as supplemented by the Prospectus Supplement, in either case including the documents filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), that are incorporated by reference therein. Section 1. REPRESENTATIONS AND WARRANTIES. (a) The Company represents and warrants to and agrees with each of the Underwriters that: (i) The Company meets the requirements for use of Form S-3 under the 1933 Act and as of the applicable effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus Supplement and any amendment thereto, (A) the Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the "1933 Act Regulations"), the Trust Indenture Act of 1939, as amended (the "1939 Act"), and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"); (B) neither the Registration Statement nor any amendment or supplement thereto contained or will contain an untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein 4 5 not misleading; and (C) neither the Prospectus nor any amendment or supplement thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that this representation and warranty does not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through you expressly for use in the Registration Statement or the Prospectus. At the Closing Time, the Indentures will comply in all material respects with the requirements of the 1939 Act and the 1939 Act Regulations. (ii) The documents incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3 under the 1933 Act, at the time they were filed with the Commission, complied in all material respects with the requirements of the 1934 Act, and the rules and regulations of the Commission thereunder (the "1934 Act Regulations") and, when read together and with the other information in the Prospectus, as of the applicable effective date of the Registration Statement and any amendment thereto, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. (iii) This Agreement has been duly authorized, executed and delivered by the Company; and upon execution and delivery of each Terms Agreement by the Company, such Terms Agreement shall have been duly authorized, executed and delivered by the Company. (iv) The consolidated financial statements included or incorporated by reference in the Registration Statement present fairly the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as disclosed in the notes to such financial statements. The financial statement schedules, if any, included in the Registration Statement present fairly the information required to be stated therein. The selected financial data included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included or incorporated by reference in the Registration Statement. (v) The Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts with corporate power and authority under such laws to own, lease and operate its properties and conduct its business as described in the Prospectus; the Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended; each of The First National Bank of Boston, N.A. ("FNBB"), Casco Northern Bank, N.A. ("Casco"), and Rhode Island Hospital Trust National Bank ("Hospital Trust") is a duly organized and validly existing national banking association under the laws of the United States, continues to hold a valid certificate to do business as such and has full power and authority to 5 6 conduct its business as such; Bank of Boston Connecticut is a duly organized and validly existing state-chartered banking association under the laws of the State of Connecticut, continues to hold a valid certificate to do business as such and has full power and authority to conduct its business as such; Bank of Vermont is a duly organized and validly existing state-chartered banking association under the laws of the State of Vermont, continues to hold a valid certificate to do business as such and has full power and authority to conduct its business as such; each of Multibank West, Mechanics Bank and South Shore Bank is a duly organized and validly existing state-chartered banking association under the laws of the State of Massachusetts, continues to hold a valid certificate to do business as such and has full power and authority to conduct its business as such (FNBB, Casco, Hospital Trust, Bank of Boston Connecticut, Bank of Vermont, Multibank West, Mechanics Bank and South Shore Bank are referred to collectively as the "Significant Subsidiaries"); each Significant Subsidiary has the authority under its jurisdiction of organization to own, lease and operate its properties and to conduct its business. (vi) The Company is duly qualified as a foreign corporation, and each of the Significant Subsidiaries is duly authorized, to transact business and is in good standing in each jurisdiction in which it owns or leases property of a nature, or transacts business of a type, that would make such qualification necessary, except to the extent that the failure to so qualify or be in good standing would not have a material adverse effect on the Company and its subsidiaries, considered as one enterprise. (vii) The Company does not have any subsidiaries which are material to its business, except to the extent that one or more of the Significant Subsidiaries may be deemed to be so material. (viii) The Offered Securities conform in all material respects to the summary descriptions thereof contained or incorporated by reference in the Prospectus and such summary descriptions conform to the rights set forth in the instruments defining the same. (ix) If the Prospectus contains a description of the capitalization of the Company, (a) the Company had at the date indicated a duly authorized and outstanding capitalization as set forth in the Prospectus, (b) all of the outstanding shares of Capital Securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable, and (c) none of the outstanding shares of Capital Securities was issued in violation of the preemptive rights of any stockholder of the Company. (x) If the Offered Securities include Preferred Shares, such Preferred Shares shall, on the date of the Terms Agreement relating to such Offered Securities, be duly authorized and, when such Preferred Shares are duly executed and delivered and issued and paid for in accordance with this Agreement and the applicable Terms Agreement, such Preferred Shares will have been validly issued, fully paid and non-assessable; subject to the provisions of Massachusetts General Laws, Chapter 156B, Section 45, no holder thereof will be subject to personal liability by reason of being such a holder; such Preferred Shares will not be subject to the.preemptive rights of any stockholder of the Company; and all corporate action required to be taken for the authorization, issue and sale of such Preferred Shares has been, or at the Closing Time will be, validly and sufficiently taken; and, if the Offered Securities include Preferred Shares that are to be represented by Depositary Shares, then, upon deposit by the Company of such Preferred Shares with the Depositary pursuant to the Deposit Agreement and the execution by the Depositary of the 6 7 Depositary Receipts evidencing the Depositary Shares, such Depositary Shares shall represent legal and valid interests in such Preferred Shares; and, if the Offered Securities include Preferred Shares that are convertible into Capital Securities or other preferred stock or exchangeable for Capital Securities or Debt Securities, then such Preferred Shares shall be convertible into Capital Securities or other preferred stock or exchangeable for Capital Securities or Debt Securities in accordance with their terms and the terms of the Certificate of Vote of Directors establishing a Series of a Class of Stock relating to such Preferred Shares (the "Certificate of Vote"). (xi) If the Offered Securities include Common Stock, such Common Stock shall, on the date of the Terms Agreement relating to such Offered Securities, be duly authorized and, when such Common Stock is duly executed and delivered and issued and paid for in accordance with this Agreement and the applicable Terms Agreement, such Common Stock will have been validly issued, fully paid and non-assessable; subject to the provisions of Massachusetts General Laws, Chapter 156B, Section 45, no holder thereof will be subject to personal liability by reason of being such a holder; such Common Stock will not be subject to the preemptive rights of any stockholder of the Company; and all corporate action required to be taken for the authorization, issue and sale of such Common Stock has been, or at the Closing Time will be, validly and sufficiently taken. (xii) If the Offered Securities include Debt Securities, such Debt Securities shall, on the date of the Terms Agreement relating to such Offered Securities, be duly authorized and, when such Debt Securities are duly executed, authenticated and delivered in the manner provided for in the applicable Indenture and issued and paid for in accordance with this Agreement and the applicable Terms Agreement, such Debt Securities will constitute valid and binding obligations of the Company entitled to the benefits of the applicable Indenture and enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the availability of suitable remedies; and, if the Offered Securities include Subordinated Debt Securities that are convertible into or exchangeable for Capital Securities, then such Subordinated Debt Securities shall be convertible into or exchangeable for Capital Securities in accordance with their terms and the terms of the Subordinated Indenture. (xiii) If the Offered Securities include Warrants, such Warrants shall, on the date of the Terms Agreement relating to such Offered Securities, be duly authorized and, when such Warrants are duly executed, countersigned and delivered in the manner provided for in the Warrant Agreement and issued and paid for in accordance with this Agreement and the applicable Terms Agreement, such Warrants will constitute valid and binding obligations of the Company entitled to the benefits of the Warrant Agreement and enforceable against the Company in accordance with their terms, except as 7 8 enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the availability of equitable remedies; and the Warrants shall be exercisable for Debt Securities, Preferred Shares or Common Stock in accordance with their terms and the terms of the Warrant Agreement. (xiv) If the Offered Securities include Preferred Shares convertible into Capital Securities or other preferred stock or exchangeable for Capital Securities and/or Subordinated Debt Securities convertible into or exchangeable for Capital Securities, the Capital Securities or preferred stock issuable upon conversion or exchange, as the case may be, of the Preferred Shares pursuant to their terms and the terms of the Certificate of Vote and/or the Capital Securities issuable upon conversion or exchange of the Subordinated Debt Securities pursuant to their terms and the terms of the Subordinated Indenture, on the date of the Terms Agreement relating to such Offered Securities, shall be duly authorized and validly reserved for issuance upon such conversion or exchange by all necessary corporate action and such Capital Securities or other preferred stock, when issued upon such conversion or exchange, as the case may be, will be validly issued, fully paid and nonassessable; subject to the provisions of Massachusetts General Laws, Chapter 156B, Section 45, no holder thereof will be subject to personal liability by reason of being such a holder; and the issuance of such Capital Securities or other preferred stock upon such conversion or exchange, as the case may be, will not be subject to preemptive rights. (xv) If the Offered Securities include Debt Securities or Preferred Shares exchangeable for Debt Securities, the Indentures have been duly authorized by the Company, will be substantially in the forms filed as exhibits to the Registration Statement and, when duly executed and delivered by the Company and the Trustees, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the availability of equitable remedies; and the summary descriptions of the Indentures set forth in the Prospectus conform in all material respects to the provisions contained in the Indentures. (xvi) If the Offered Securities include Depositary Shares, the Deposit Agreement has been duly authorized by the Company, will be substantially in the form filed as an exhibit to the Registration Statement and, when duly executed and delivered by the Company and the Depositary, will constitute a valid and binding obligation of the Company enforceable in accordance with its terms, except as enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the availability of equitable remedies; and the 8 9 summary description of the Deposit Agreement set forth in the Prospectus conforms in all material respects to the provisions contained in the Deposit Agreement. (xvii) If the Offered Securities include Warrants, the Warrant Agreement has been duly authorized by the Company, will be substantially in the form filed as an exhibit to the Registration Statement and, when duly executed and delivered by the Company and the Warrant Agent, will constitute a valid and binding obligation of the Company enforceable in accordance with its terms, except as enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the availability of equitable remedies; and the summary description of the Warrant Agreement conforms in all material respects to the provisions contained in the Warrant Agreement. (xviii) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein or contemplated thereby and, except for normal recurring dividends on the Common Stock and the Preferred Shares of the Company, there has not been (A) any material adverse change in the condition (financial or otherwise), earnings, business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, (B) any transaction entered into by the Company or any subsidiary, other than in the ordinary course of business, that is material to the Company and its subsidiaries, considered as one enterprise, or (C) any dividend or distribution of any kind declared, paid or made by the Company on its capital stock. (xix) Neither the Company nor any Significant Subsidiary is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it may be bound or to which any of its properties may be subject, except for such defaults that would not have a material adverse effect on the condition (financial obligations), earnings, business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise. The execution and delivery of this Agreement, the applicable Terms Agreement, the Indentures, the Warrant Agreement, any Certificate of Vote and the Deposit Agreement by the Company, the issuance and delivery of the Offered Securities, the consummation by the Company of the transactions contemplated in this Agreement, the applicable Terms Agreement and in the Registration Statement, and compliance by the Company with the terms of this Agreement, the applicable Terms Agreement, the Indentures, the Warrant Agreement, any Certificate of Vote and the Deposit Agreement have been duly authorized by all necessary corporate action on the part of the Company and do not and will not result in any violation of the charter or by-laws of the Company of any Significant Subsidiary, and do not and will not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property of assets of the Company or any Significant Subsidiary under (A) any indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which the Company or any Significant Subsidiary is a party or by which it may be found or to which 9 10 any of its properties may be subject except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not have a material adverse effect on the condition (financial or otherwise), earnings, business affairs or business prospects of the Company and its subsidiaries, considered as one enterprises or (B) any existing applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court, domestic or foreign having jurisdiction over the Company or any Significant Subsidiary or any of its properties. (xx) Each authorization, approval, consent or license of any government, governmental instrumentality or court, domestic or foreign (other than under the 1933 Act, the 1939 Act and the securities or blue sky laws of the various states), which is required for (A) the valid authorization, issuance, sale and delivery of the Offered Securities or (B) the execution, delivery of performance of this Agreement, the applicable Terms Agreement, the Indentures, the Warrant Agreement, any Certificate of Vote or the Deposit Agreement by the Company has been received. (xxi) Except as disclosed in the Prospectus, there is no action, suit or proceeding before or by any government, governmental instrumentality or court, domestic or foreign, now pending or, to the knowledge of the Company, threatened against or affecting the Company or any Significant Subsidiary that is required to be disclosed in the Prospectus or that, in the final outcome, could, in the judgment of the Company, result in any material adverse change in the condition (financial or otherwise), earnings, business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise, or that could materially and adversely affect the properties or assets of the Company and its subsidiaries, considered as one enterprise, or that could adversely affect the consummation of the transactions contemplated in this Agreement; the aggregate liability or loss, if any, resulting from the final outcome of all pending legal or governmental proceedings to which the Company or any Significant Subsidiary is a party or which affect any of its properties that are not described in the Prospectus, including ordinary routine litigation incidental to its business, would not have a material adverse effect on the condition (financial or otherwise), earnings, business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise. (xxii) There are no contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described and filed as required. (xxiii) The Company and the Significant Subsidiaries each has good and marketable title to all properties and assets described in the Prospectus as owned by it, free and clear of all liens, charges, encumbrances or restrictions, except such as (A) are described in the Prospectus or (B) are neither material in amount nor materially significant in relation to the business of the Company and its subsidiaries, considered as one enterprise; all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any Significant Subsidiary holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any Significant Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Significant Subsidiary under any of the leases or subleases mentioned above, or affecting 10 11 or questioning the rights of such corporation to the continued possession of the leased or subleased premises under any such lease or sublease. (xxiv) The Company and the Significant Subsidiaries each owns, possesses or has obtained all material governmental licenses, permits, certificates, consents, orders, approvals and other authorizations necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as presently conducted, and neither the Company nor any Significant Subsidiary has received any notice of proceedings relating to revocation or modification of any such licenses, permits, certificates, consents, orders, approvals or authorizations that, in the aggregate, if the subject of an unfavorable decision, ruling or finding, could materially adversely affect the condition (financial or otherwise), earnings, business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise. (xxv) The Company and the Significant Subsidiaries each owns or possesses, or can acquire on reasonable terms, adequate patents, patent licenses, trademarks, service marks and trade names necessary to carry on their businesses as presently conducted, and neither the Company nor any of the Significant Subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any patents, patent licenses, trademarks, service marks or trade names that, in the aggregate, if the subject of an unfavorable decision, ruling or finding, could materially adversely affect the condition (financial or otherwise), earnings, business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise. (xxvi) To the best knowledge of the Company, no labor problem exists with its employees or with employees of the Significant Subsidiaries or is imminent that could adversely affect the Company and its subsidiaries, considered as one enterprise, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or the Significant Subsidiaries' principal suppliers, contractors or customers that could be expected to materially adversely affect the condition (financial or otherwise), earnings, business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise. (xxvii) The Company has not taken and will not take, directly or indirectly, any action designed to, or that might be reasonably expected to, cause or result in stabilization or manipulation of the price of the Offered Securities or the Capital Securities. (b) Any certificate signed by any duly authorized officer of the Company or any Significant Subsidiary and delivered to you or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby. Section 2. PURCHASE AND SALE. (a) The several commitments of the Underwriters to purchase Offered Securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions herein set forth. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company may grant, if so provided in 11 12 the Terms Agreement applicable to any Offered Securities, an option to the Underwriters named in such Terms Agreement, severally and not jointly, to purchase up to the amount of Option Securities set forth therein at the same price per security (less, in the case of Common Stock, an amount per share equal to any dividends declared by the Company and payable on the Offered Securities but not payable on the Option Securities) as is applicable to the Offered Securities. Such option, if granted, will expire 30 days after the date of the Terms Agreement applicable to the Offered Securities, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Offered Securities upon notice by you to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by you, but shall not be later than seven full business days and not earlier than two full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Offered Securities each such Underwriter has agreed to purchase, as set forth in the applicable Terms Agreement, bears to the total number of Offered Securities, subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional shares. (c) Payment of the purchase price for, and delivery of, any Offered Securities to be purchased by the Underwriters pursuant to the applicable Terms Agreement shall be made at the office of The First National Bank of Boston, 100 Federal Street, Boston, Massachusetts 02110 or at such other place as shall be agreed upon by you and the Company in the applicable Terms Agreement, at 10:00 A.M., New York City time, on the fifth business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates representing such Option Securities, shall be made at the above-mentioned offices of The First National Bank of Boston, or at such other place as shall be agreed upon by you and the Company, on each Date of Delivery as specified in the notice from you to the Company. Payment shall be made to the Company by certified or official bank check or checks in New York Clearing House or similar next day funds payable to the order of the Company against delivery to you for the respective accounts of the Underwriters of the Offered Securities to be purchased by them. Such Offered Securities, certificates for such Offered Securities or Depositary Receipts evidencing the Depositary Shares, as applicable, shall be in such denominations and registered in such names as you may request in writing at least two full business days prior to the applicable Closing Time or Date of Delivery, as the case may be. Such Offered Securities, certificates or Depositary Receipts, as applicable, will be made available for examination and packaging by you not later than 10:00 A.M. on the business day prior to Closing Time or Date of Delivery, as the case may be. Section 3. CERTAIN COVENANTS OF THE COMPANY. The Company covenants with each Underwriter as follows: 12 13 (a) (i) If reasonably requested by you in connection with the offering of the Offered Securities, the Company will prepare a preliminary prospectus supplement containing such information concerning the Offered Securities as you and the Company deem appropriate and (ii) immediately following the execution of each Terms Agreement, the Company will prepare a Prospectus Supplement that complies with the 1933 Act and the 1933 Act Regulations and that sets forth the number or principal amount of Offered Securities covered thereby, the names of the Underwriters participating in the offering and the number or principal amount of Offered Securities which each severally has agreed to purchase, the name of each Underwriter, if any, acting as representative in connection with the offering, the price at which the Offered Securities are to be purchased by the Underwriters from the Company, the initial public offering price, the selling concession and reallowance, if any, and such other information concerning the Offered Securities as you and the Company deem appropriate in connection with the offering of the Offered Securities. The Company will promptly transmit copies of the Prospectus Supplement to the Commission for filing pursuant to Rule 424 under the 1933 Act and will furnish to the Underwriters named therein as many copies of any preliminary prospectus supplement, the Prospectus and the Prospectus Supplement as you shall reasonably request. (b) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Offered Securities any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or counsel for the Company, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of either such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(d), such amendment or supplement as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus comply with such requirements. (c) During the period when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Offered Securities, the Company will, subject to Section 3(d), file promptly all documents required to be filed with the Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act. (d) During the period between the date of the applicable Terms Agreement and the Closing Time, the Company will inform you of its intention to file any amendment to the Registration Statement, any supplement to the Prospectus or any document that would as a result thereof be incorporated by reference in the Prospectus, will furnish you with copies of any such amendment, supplement or other document and will not file any such amendment, supplement or other document in a form to which you or your counsel shall reasonably object. (e) During the period when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Offered Securities, the Company will notify you immediately, and confirm the notice in writing, (i) of the effectiveness of any amendment to the Registration Statement, (ii) of the mailing or the delivery to the Commission for filing of any supplement to the Prospectus or any document that would as a result thereof be incorporated by reference in the 13 14 Prospectus, (iii) of the receipt of any comments from the Commission with respect to the Registration Statement, the Prospectus or the Prospectus Supplement, (iv) of any request by the Commission for any amendment to the Registration Statement or any supplement to the Prospectus or for additional information relating thereto or to any document incorporated by reference in the Prospectus and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, or of the institution or threatening of any proceeding for any of such purposes. The Company will use every reasonable effort to prevent the issuance of any such stop order or of any order suspending such qualification and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. (f) The Company has furnished or will furnish to you as many copies of the Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, copies of all exhibits and documents filed therewith (including documents incorporated by reference into the Prospectus pursuant to Item 12 of Form S-3 under the 1933 Act) and copies of all consents and certificates of experts as you may reasonably request, and has furnished or will furnish to you, for each other Underwriter, one copy of the Registration Statement as originally filed and of each amendment thereto (including documents incorporated by reference into the Prospectus but without exhibits). (g) The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Offered Securities and, if applicable, Capital Securities into or for which the Subordinated Debt Securities are convertible or exchangeable and the Capital Securities, other preferred stock or Debt Securities into which the Preferred Shares are convertible or exchangeable, as the case may be, for offering and sale under the applicable securities laws of such states and other jurisdictions as you may designate and to maintain such qualifications in effect for a period of not less than one year from the effective date of the Terms Agreement applicable to such Offered Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Offered Securities have been qualified as above provided. (h) The Company will make generally available to its security holders as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement of the Company (in form complying with the provisions of Rule 158 of the 1933 Act Regulations) covering (i) a period of 12 months beginning after the effective date of the Registration Statement but not later than the first day of the Company's fiscal quarter next following such effective date and (ii) a period of 12 months beginning after the date of the applicable Terms Agreement but not later than the first day of the Company's fiscal quarter next following the date of the applicable Terms Agreement. (i) If and to the extent specified in the applicable Terms Agreement, the Company will use its best efforts to effect the listing of the Offered Securities and, if applicable, the Capital Securities, other preferred stock or Debt Securities issuable upon conversion of or exchange for, as the case may be, Preferred Shares and/or Capital Securities issuable upon 14 15 conversion of or exchange for Subordinated Debt Securities, on the New York Stock Exchange and the Boston Stock Exchange by the Closing Time with respect to the applicable Terms Agreement. (j) For a period of five years after the Closing Time, the Company will furnish to you copies of all annual reports, quarterly reports and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to its stockholders generally. (k) Between the date of the applicable Terms Agreement and the Closing Time or such other date as is set forth in such Terms Agreement, the Company will not, without your prior written consent, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, the securities set forth in such Terms Agreement, other than as set forth in such Terms Agreement. Section 4. PAYMENT OF EXPENSES. The Company will pay and bear all costs and expenses incident to the performance of its obligations under this Agreement and any applicable Terms Agreement, including (a) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, any preliminary prospectus supplements and the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to the Underwriters, (b) the preparation, printing and distribution of this Agreement, each Terms Agreement, the Indentures, the Deposit Agreement, the Warrant Agreement, any Certificate of Vote, the Offered Securities, any certificates for the Offered Securities and Depositary Receipts, (c) the issuance and delivery of the Offered Securities to the Underwriters, (d) the fees and disbursements of the Company's counsel and accountants, (e) the qualification of the Offered Securities under the applicable securities laws in accordance with Section 3(g) and any filing for review of the offering with the National Association of Securities Dealers, Inc., including filing fees and fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the Blue Sky Survey and the Legal Investment Survey, (f) any fees charged by rating agencies for rating any of the Offered Securities and (g) the fees and expenses incurred in connection with the listing of the applicable Offered Securities and the Capital Securities, other preferred stock or Debt Securities issuable upon conversion or exchange thereof. If a Terms Agreement is terminated by you in accordance with the provisions of Section 5 or Section 9(i) hereof, the Company shall reimburse the Underwriters named in such Terms Agreement for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for such Underwriters. Section 5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. Except as otherwise provided in the applicable Terms Agreement, the obligations of the Underwriters to purchase and pay for the Offered Securities pursuant to any Terms Agreement are subject to the accuracy of the representations and warranties of the Company contained herein at and as of the date hereof, the date of any such Terms Agreement, and the Closing Time or contained in certificates of any officer of the Company or any Significant Subsidiary delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the following further conditions: 15 16 (a) At the Closing Time, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or shall be pending or, to your knowledge or the knowledge of the Company, shall be contemplated by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters. (b) At the applicable Closing Time, you shall have received a signed opinion of Gary A. Spiess, General Counsel for the Company, dated as of the Closing Time, together with signed or reproduced copies of such opinion for each of the other Underwriters, in form and substance satisfactory to you or your counsel, to the effect that: (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts with corporate power and authority under such laws to own, lease and operate its properties and conduct its business as described in the Prospectus. (ii) The Company is duly qualified to transact business as a foreign corporation and is in good standing in each other jurisdiction in which it owns or leases property of a nature, or transacts business of a type, that would make such qualification necessary, except to the extent that the failure to so qualify or be in good standing would not have a material adverse effect on the Company and its subsidiaries, considered as one enterprise. (iii) Each of FNBB, Casco and Hospital Trust is a duly organized and validly existing national banking association under the laws of the United States, continues to hold a valid certificate to do business as such and has full power and authority to conduct its business as such; Bank of Boston Connecticut is a duly organized and validly existing state-chartered banking association under the laws of the State of Connecticut, continues to hold a valid certificate to do business as such and has full power and authority to conduct its business as such; Bank of Vermont is a duly organized and validly existing state-chartered banking association under the laws of the State of Vermont, continues to hold a valid certificate to do business as such and has full power and authority to conduct its business as such; each of Multibank West, Mechanics Bank and South Shore Bank is a duly organized and validly existing state-chartered banking association under the laws of the State of Massachusetts, continues to hold a valid certificate to do business as such and has full power and authority to conduct its business as such; and each Significant Subsidiary has the authority under its jurisdiction of organization to own, lease and operate its properties and to conduct its business. (iv) Each Significant Subsidiary is duly authorized to transact business and is in good standing in each jurisdiction in which it owns or leases property of a nature, or transacts business of a type, that would make such qualification necessary, except to the extent that the failure to so qualify or be in good standing would not have a material adverse effect on the Company and its subsidiaries, considered as one enterprise. 16 17 (v) The Company is duly registered under the Bank Holding Company Act of l956, as amended; and each Significant Subsidiary is duly authorized to conduct such banking business in each jurisdiction in which its banking business is conducted. (vi) If the Prospectus contains a description of the capitalization of the Company, (a) the Company had at the date indicated a duly authorized and outstanding capitalization as set forth in the Prospectus, (b) all of the outstanding shares of Capital Securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable, and (c) none of the outstanding shares of Capital Securities was issued in violation of the preemptive rights of any stockholder of the Company. (vii) The Offered Securities conform in all material respects as to legal matters to the description thereof contained or incorporated by reference in the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same. (viii) All of the outstanding shares of capital stock of each Significant Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable; except for directors' qualifying shares, all of such shares are owned by the Company, directly or through one or more subsidiaries, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind; and none of such shares was issued in violation of the preemptive rights of any stockholder of the Significant Subsidiaries. (ix) If the Offered Securities include Preferred Shares, such Preferred Shares have been duly authorized and, when such Preferred Shares are duly executed and delivered and issued and paid for in accordance with this Agreement and the applicable Terms Agreement, such Preferred Shares will have been validly issued, fully paid and non- assessable; subject to the provisions of Massachusetts General Laws, Chapter 156B, Section 45, no holder thereof will be subject to personal liability by reason of being such a holder; such Preferred Shares will not be subject to the preemptive rights of any stockholder of the Company; and all corporate action required to be taken for the authorization, issue and sale of such Preferred Shares has been validly and sufficiently taken; and, if the Offered Securities include Preferred Shares that are to be represented by Depositary Shares, then, upon deposit by the Company of such Preferred Shares with the Depositary pursuant to the Deposit Agreement and the execution by the Depositary of the Depositary Receipts evidencing the Depositary Shares, such Depositary Shares shall represent legal and valid interests in such Preferred Shares; and, if the Offered Securities include Preferred Shares that are convertible into Capital Securities or other preferred stock or exchangeable for Capital Securities or Debt Securities, then such Preferred Shares are convertible into Capital Securities or other preferred stock or exchangeable for Capital Securities or Debt Securities in accordance with their terms and the terms of the Certificate of Vote. (x) If the Offered Securities include Common Stock, such Common Stock shall, on the date of the Terms Agreement relating to such Offered Securities, be duly authorized and, when such Common Stock is duly executed and delivered and issued and paid for in accordance with this Agreement and the applicable Terms Agreement, such Common Stock will 17 18 have been validly issued, fully paid and non-assessable; subject to the provisions of Massachusetts General Laws, Chapter 156B, Section 45, no holder thereof will be subject to personal liability by reason of being such a holder; such Common Stock will not be subject to the preemptive of any stockholder of the Company; and all corporate action rights required to be taken for the authorization, issue and sale of such Common Stock has been, or at the Closing Time will be, validly and sufficiently taken. (xi) If the Offered Securities include Debt Securities, such Debt Securities have been duly authorized and, when such Debt Securities are duly executed, authenticated and delivered in the manner provided for in the applicable Indenture and issued and paid for in accordance with this Agreement and the applicable Terms Agreement, such Debt Securities will constitute valid and binding obligations of the Company entitled to the benefits of the applicable Indenture and enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the availability of equitable remedies; and, if the Offered Securities include Subordinated Debt Securities that are convertible into of exchangeable for Capital Securities, then such Subordinated Debt Securities are convertible into or exchangeable for Capital Securities in accordance with their terms and the terms of the Subordinated Indenture. (xii) If the Offered Securities include Warrants, such Warrants have been duly authorized and, when such Warrants are duly executed, authenticated and delivered in the manner provided for in the Warrant Agreement and issued and paid for in accordance with this Agreement and the applicable Terms Agreement, such Warrants will constitute valid and binding obligations of the Company entitled to the benefits of the Warrant Agreement and enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the availability of equitable remedies; and the Warrants are exercisable for Debt Securities, Preferred Shares or Common Stock in accordance with their terms and the terms of the Warrant Agreement. (xiii) If the Offered Securities include Preferred Shares convertible into Capital Securities or other preferred stock or exchangeable for Capital Securities and/or Subordinated Debt Securities convertible into or exchangeable for Capital Securities, the Capital Securities or other 18 19 preferred stock issuable upon conversion or exchange, as the case may be, of the Preferred Shares pursuant to their terms and the terms of the Certificate of Vote and/or the Capital Securities issuable upon conversion of or exchange for the Subordinated Debt Securities pursuant to their terms and the terms of the Subordinated Indenture, have been duly authorized and validly reserved for issuance upon such conversion by all necessary corporate action and such Capital Securities or other preferred stock, when issued upon such conversion, will be validly issued, fully paid and nonassessable; subject to provisions of Massachusetts General Laws, Chapter 156B, Section 45, no holder thereof will be subject to personal liability by reason of being such a holder; and the issuance of such Capital Securities or other preferred stock upon such conversion or exchange, as the case may be, will not be subject to preemptive rights. (xiv) If the Offered Securities include Debt Securities or Preferred Shares exchangeable for Debt Securities, the applicable Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by the applicable Trustee, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the availability of equitable remedies; and the Indenture has been duly qualified under the 1939 Act. (xv) If the Offered Securities include Depositary Shares, the Deposit Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by the Depositary, constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, except as enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors' rights or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the availability of equitable remedies. (xvi) If the Offered Securities include Warrants, the Warrant Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by the Warrant Agent, constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, except as enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the availability of equitable remedies. (xvii) This Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Company. (xviii) Each authorization, approval, consent or license of any government, governmental instrumentality or court, domestic or foreign (other than under the 1933 Act, the 1939 Act and the securities or blue sky laws of the various states), which is required for (A) the valid authorization, issuance, sale and delivery of the Offered Securities or 19 20 (B) the execution, delivery or performance of this Agreement, the applicable Terms Agreement, the applicable Indenture, the Warrant Agreement, any Certificate of Vote or the Deposit Agreement, as applicable, by the Company has been received. (xix) Such counsel does not know of any statutes or regulations, or any pending or threatened legal or governmental proceedings, required to be described in the Prospectus that are not described as required, nor of any contracts or documents of a character required to be described or referred to in the Prospectus or to be filed as exhibits to the Registration Statement that are not described, referred to or filed as required. (xx) The descriptions in the Prospectus of the statutes, regulations, legal or governmental proceedings, contracts and other documents therein described are accurate and fairly discuss in all material respects the information required to be shown. (xxi) Except with respect to undertakings or agreements with bank regulatory authorities, the disclosure with respect to which is addressed in clause (xxv) below, to the knowledge of such counsel, no default exists in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, loan agreement, note, lease or other agreement or instrument that is described or referred to in the Prospectus or filed as an exhibit to the Registration Statement. (xxii) The execution and delivery of this Agreement, the applicable Terms Agreement, the applicable Indenture, the Warrant Agreement, any Certificate of Vote and the Deposit Agreement, as applicable, by the Company, the issuance and delivery of the Offered Securities and the consummation by the Company of the transactions contemplated in this Agreement, the applicable Terms Agreement and in the Registration Statement and compliance by the Company with the terms of this Agreement, the applicable Terms Agreement, the applicable Indenture, the Warrant Agreement, any Certificate of Vote and the Deposit Agreement, as applicable, do not and will not result in any violation of the charter or by-laws of the Company or any Significant Subsidiary, and do not and will not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Significant Subsidiary under (A) any indenture, mortgage or loan agreement, or any other agreement or instrument known to such counsel, to which the Company or any Significant Subsidiary is a party or by which it may be bound or to which any of its properties may be subject (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not have a material adverse effect on the condition (financial or otherwise), earnings, business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise), (B) any existing applicable law, rule or regulation (other than the securities or blue sky laws of the various states, as to which such counsel need express no opinion), or (C) any judgment, order or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Significant Subsidiary or any of its properties. (xxiii) The Registration Statement is effective under the 1933 Act, and to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the 20 21 Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated under the 1933 Act. (xxiv) The Registration Statement and the Prospectus, excluding the documents incorporated by reference therein, and each amendment or supplement thereto (except for the financial statements and other financial or statistical data included therein or omitted therefrom, as to which such counsel need express no opinion), as of their respective effective or issue dates and as of the date of the applicable Terms Agreement, appear on their face to have been appropriately responsive in all material respects to the requirements of the 1933 Act and the 1933 Act Regulations. (xxv) The documents incorporated by reference in the Prospectus (except for the financial statements and other financial or statistical data included therein or omitted therefrom, as to which such counsel need express no opinion, and except to the extent that any statement therein is modified or superseded in the Prospectus), as of the dates they were filed with the Commission and as of the date of the applicable Terms Agreement, appear on their face to have been appropriately responsive in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations. (xxvi) Such counsel has participated in the preparation of the Registration Statement and the Prospectus and is familiar with or has participated in the preparation of the documents incorporated by reference therein and no facts have come to the attention of such counsel to lead him to believe (A) that the Registration Statement or any amendment thereto (except for the financial statements and other financial or statistical data included therein or omitted therefrom, as to which such counsel need express no opinion), on the original effective date of the Registration Statement, on the effective date of the most recent post-effective amendment thereto, if any, on the date of the filing of any annual report on Form 10-K after the filing of the Registration Statement, on the date of this Agreement, on the date of the applicable Terms Agreement, on the date any such amendment became effective after the date of this Agreement or the date of the applicable Terms Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) that the Prospectus or any amendment or supplement thereto (except for the financial statements and other financial or statistical data included therein or omitted therefrom, as to which such counsel need express no opinion), at the time the Prospectus Supplement was issued, at the time any such amended or supplemented Prospectus was issued or at the Closing Time, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) that the documents incorporated by reference in the Prospectus (except for the financial statements and other financial or statistical data included therein or omitted therefrom, as to which such counsel need express no opinion, and except to the extent that any statement therein is modified or superseded in the Prospectus), as of the dates they were filed with the Commission, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading. 21 22 Such opinion shall be to such further effect with respect to other legal matters relating to this Agreement, the Terms Agreement and the sale of the Offered Securities pursuant to this Agreement as counsel for the Underwriters may reasonably request. Such opinion shall be limited to Massachusetts and federal law. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the Commonwealth of Massachusetts and the federal law of the United States, upon opinions of other counsel, who shall be counsel satisfactory to counsel for the Underwriters, in which case the opinion shall state that such counsel is entitled to so rely. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and the Significant Subsidiaries and certificates of public officials. (c) At the applicable Closing Time, you shall have received the favorable opinion of Brown & Wood, counsel for the Underwriters, dated as of the Closing Time, together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect that the opinion delivered pursuant to Section 5(b) appears on its face to be appropriately responsive to the requirements of this Agreement and the applicable Terms Agreement except, specifying the same, to the extent waived by you, and with respect to the incorporation and legal existence of the Company, the Offered Securities, this Agreement, the Registration Statement, the Prospectus and such other related matters as you may require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to you. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and the Significant Subsidiaries and certificates of public officials. (d) At the applicable Closing Time there shall not have been, since the date of the applicable Terms Agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and you shall have received a certificate of the Chairman, the President or a Vice President, and the Treasurer, the Department Executive, Treasury or the Comptroller of the Company, dated as of such Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company contained in Section 1 hereof are true and correct with the same force and effect as though expressly made at and as of such Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be complied with or satisfied at or prior to such Closing Time, and (iv) to the best knowledge of such person, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the Commission. (e) Coopers & Lybrand shall have furnished to you a letter or letters (in each case in form and.substance satisfactory to you), together with signed or reproduced copies of such letter or letters for each of the other Underwriters, if any, making the statements contained in paragraphs (1) and (2) as follows: (1) At the date of the applicable Terms Agreement, a letter relating to the Company (the "Terms Agreement Letter"), to the effect that: 22 23 (a) They are independent public accountants with respect to the Company within the meaning of the 1933 Act and the applicable published 1933 Act Regulations. (b) In their opinion, the audited financial statements and the related financial statement schedules included or incorporated by reference in the Company's most recently filed annual report on Form 10-K comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1933 Act Regulations with respect to Registration Statements on Form S-3 and the 1934 Act and the 1934 Act Regulations with respect to annual reports on Form 10-K. (c) On the basis of procedures (but not an examination in accordance with generally accepted auditing standards) consisting of a reading of the minutes of all meetings of the stockholders and directors of the Company and of FNBB and the minutes of meetings of the Executive, Audit and Compensation and Nominating Committees of the Board of Directors of the Company from the date of the latest audited consolidated financial statements of the Company, a reading of the unaudited consolidated financial statements of the Company and its subsidiaries included or incorporated by reference in each of the Company's quarterly reports on Form 10-Q filed prior to the date of the applicable Terms Agreement and subsequent to the Form 10-K described in (b) above, a reading of the most recent consolidated financial statement of the Company, and inquiries of certain officials of the Company and its subsidiaries responsible for financial and accounting matters, all such inquiries and procedures being carried out to a specified date not more than five business days prior to the date of the Terms Agreement Letter, nothing came to their attention that caused them to believe that: (i) the unaudited consolidated financial statements included or incorporated by reference in each quarterly report on Form 10-Q do not comply as to form in all material respects with the applicable accounting requirements of the 1934 Act and the 1934 Act Regulations with respect to Form 10-Q; or (ii) such unaudited consolidated financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of audited consolidated financial statements referred to above, except as disclosed in the notes to such unaudited consolidated financial statements or as otherwise described in such Terms Agreement Letter; or (iii) there was any increase at the specified date in the consolidated notes payable of the Company and its consolidated subsidiaries or any increase in the number of shares of Capital Securities outstanding of the Company, or any decrease in the stockholder's equity of the Company, in each case as compared with the most recent balance sheet included; or 23 24 incorporated by reference in the Registration Statement, except in each case for changes, decreases or increases that the Registration Statement discloses have occurred or may occur, or which are disclosed in the Terms Agreement Letter; or (iv) for the period from the date of the latest consolidated balance sheet of the Company and its subsidiaries included or incorporated by reference in the Prospectus to such specified date, there was any decrease in the net interest revenue or net income, in each case as compared with the comparable period in the preceding year, except in each case for any decreases that the Registration Statement discloses have occurred or may occur, or which are disclosed in the Terms Agreement Letter. (d) Such letter shall further state that, in addition to their examinations, inspections, inquiries and other procedures referred to therein, they have performed such other procedures, specified by you, not constituting an audit, as they have agreed to perform and report on with respect to certain amounts, percentages, numerical data and other financial information in the most recently filed Form 10-K, each Form 10-Q incorporated by reference in the Registration Statement, the Registration Statement, the Prospectus and the exhibits to the Registration Statement or in other documents incorporated by reference in the Prospectus, and have compared certain of such amounts, percentages, numerical data and financial information with, and have found such items to be in agreement with or derived from, the detailed accounting and financial records of the Company and its subsidiaries. (2) At the Closing Time, a letter dated the Closing Time (the "Closing Letter"), to the effect that they reaffirm as of the date of the Closing Letter (and as though made on the date of the Closing Letter) all statements made in the Terms Agreement Letter, except that the inquiries and procedures specified therein shall have been carried out to a specified date not more than five days prior to the date of the Closing Letter. (e) Between the date of the applicable Terms Agreement and the Closing Time, (i) no downgrading shall have occurred in the rating accorded the Company's debt securities or preferred stock by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act and (ii) no such organization shall have given any notice of any intended or potential downgrading or of any surveillance or review, with possible negative implications, of its rating of any of the Company's debt securities or preferred stock. (f) On or prior to the Closing Time, the Offered Securities shall have been duly authorized for listing on such exchange, if any, as is specified in the applicable Terms Agreement. (g) At the Closing Time, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may require for the purpose of 24 25 enabling them to pass upon the issuance and sale of the Offered Securities as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company at or prior to the Closing Time in connection with the authorization, issuance and sale of the Offered Securities as herein contemplated shall be satisfactory in form and substance to you and counsel for the Underwriters. (h) In the event the Underwriters exercise their option provided in a Terms Agreement as set forth in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company hereunder shall be true and correct as of each Date of Delivery, and you shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman, the President or a Vice President, and the Treasurer, the Department Executive, Treasury or the Comptroller of the Company, in their capacities as such, confirming that the certificate delivered at Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of Gary A. Spiess, General Counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities and otherwise substantially to the same effect as the opinion required by; Section 5(b) hereof. (3) The favorable opinion of Brown & Wood, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) A letter from Coopers & Lybrand in form and substance satisfactory to you and dated such Date of Delivery, substantially the same in scope and substance as the Closing Letter furnished to you pursuant to Section 5(e)(2) hereof, except that the "specified date" in the letter shall be a date not more than five days prior to such Date of Delivery. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, the applicable Terms Agreement may be terminated by you by notice to the Company at any time at or prior to the applicable Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 hereof. Notwithstanding any such termination, the provisions of Sections 6, 7 and 8 shall remain in effect. Section 6. INDEMNIFICATION. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act as follows: 25 26 (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), and all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, or any preliminary prospectus supplement, or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including fees and disbursements of counsel chosen by you), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; PROVIDED, HOWEVER, that this indemnity agreement does not apply to any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through you expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus, or any preliminary prospectus supplement, or the Prospectus (or any amendment or supplement thereto). (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 6(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any preliminary prospectus, or any preliminary prospectus supplement or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through you expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus, or any preliminary prospectus supplement or the Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at 26 27 its own expense in the defense of such action. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. Section 7. CONTRIBUTION. In order to provide for just and equitable contribution in circumstances under which the indemnity provided for in Section 6 is for any reason held to be unenforceable by the indemnified parties although applicable in accordance with its terms, the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreement incurred by the Company and one or more of the Underwriters, as incurred, in such proportions that (a) the Underwriters are responsible for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the initial public offering price appearing thereon and (b) the Company is responsible for the balance; PROVIDED, HOWEVER, that (i) in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount applicable to the Offered Securities purchased by such Underwriter hereunder and under the applicable Terms Agreement and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as the Company. Section 8. REPRESENTATIONS WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY. The representations, warranties, indemnities, agreements and other statements of the Company or its officers set forth in or made pursuant to this Agreement and any Terms Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Company or any Underwriter or controlling person and shall survive delivery of and payment therefor for the Offered Securities. Section 9. TERMINATION OF AGREEMENT. (a) This Agreement may be terminated for any reason at any time by either the Company or you upon the giving of thirty days' written notice of such termination to the other party hereto. You may also terminate a Terms Agreement, immediately upon notice to the Company, at any time at or prior to the applicable Closing Time (i) if there shall have been, since the date of such Terms Agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition (financial or otherwise), earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business or (ii) if there shall have occurred any outbreak or escalation of existing hostilities or other national or international calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in your reasonable judgment, impracticable to market the Offered Securities or to enforce contracts for the sale of the Offered Securities or (iii) if trading in any securities of the Company has been suspended by the Commission or the National Association of Securities Dealers, Inc., or if trading generally on the New York Stock Exchange, the Boston 27 28 Stock Exchange or in the over-the-counter market has been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities have been required, by such exchanges or by order of the Commission, any exchange on which such securities are listed or any other governmental authority with appropriate jurisdiction over such matters or (iv) if a banking moratorium has been declared by either federal or New York authorities. (b) If this Agreement or any Terms Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party, except to the extent provided in Section 4. Notwithstanding any such termination (i) the covenants set forth in Section 3(b), (c) and (e) with respect to any offering of Offered Securities shall remain in effect so long as any Underwriter owns any such Offered Securities purchased from the Company pursuant to the applicable Terms Agreement and during the period when the Prospectus is required to be delivered in connection with sales of the Offered Securities and (ii) the - covenants set forth in Section 3(g), (h), (j) and, if applicable, (k), the provisions of Section 4, the indemnity agreement set forth in Section 6, the contribution provisions set forth in Section 7 and the provisions of Sections 8 and 13 shall remain in effect. Section 10. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS. If one or more of the Underwriters participating in an offering of Offered Securities shall fail at the applicable Closing Time to purchase the Offered Securities which it or they are obligated to purchase hereunder and under the applicable Terms Agreement (the "Defaulted Securities"), you shall have the right, within 36 hours thereafter, to make arrangements for one or more of the nondefaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, you have not completed such arrangements within such 36-hour period, then: (a) if the number of Defaulted Securities does not exceed 10% of the number of Offered Securities to be purchased pursuant to such Terms Agreement, the nondefaulting Underwriters named in such Terms Agreement shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations bear to the underwriting obligations of all nondefaulting Underwriters, or (b) if the number of Defaulted Securities exceeds 10% of the Offered Securities to be purchased pursuant to such Terms Agreement, the applicable Terms Agreement shall terminate without liability on the part of any nondefaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default under this Agreement and the applicable Terms Agreement. In the event of any such default that does not result in the termination of the applicable Terms Agreement, either you or the Company shall have the right to postpone the applicable Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section 10. Section 11. NOTICES. All notices and other communications under this Agreement and any Terms Agreement shall be in writing and shall be deemed to have been duly given if delivered, mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters 28 29 shall be directed to _______, or in respect of any Terms Agreement, to such other person and place as may be specified therein; notices to the Company shall be directed to it at Bank of Boston Corporation, 100 Federal Street, 01-24-07, Boston, Massachusetts 02110, attention of Gary A. Spiess, General Counsel. Section 12. PARTIES. This Agreement herein set forth and any Terms Agreement is made solely for the benefit of any Underwriter which becomes a party to a Terms Agreement, the Company and, to the extent expressed, any person controlling the Company or any such Underwriter, and the directors of the Company, its officers who have signed the Registration Statement, and their respective executors, administrators, successors and assigns and, subject to the provisions of Section 10, no other person shall acquire or have any right under or by virtue of this Agreement. The term "successors and assigns" shall not include any purchaser, as such purchaser, from any Underwriter of the Offered Securities. All of the obligations of any Underwriters hereunder and under any Terms Agreement are several and not joint. Section 13. GOVERNING LAW AND TIME. This Agreement and each Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. Section 14. COUNTERPARTS. This Agreement may be executed in one or more counterparts and when a counterpart has been executed by each party, all such counterparts taken together shall constitute one and the same agreement. ------------------------ 29 30 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument will become a binding agreement between the Company and each Underwriter in accordance with its terms. Very truly yours, BANK OF BOSTON CORPORATION By _____________________ Name and Title: Confirmed and accepted as of the date first above written: 30 31 EXHIBIT A BANK OF BOSTON CORPORATION [Title of Securities] TERMS AGREEMENT Dated: , 199_ To: Bank of Boston Corporation 100 Federal Street Boston, Massachusetts 02110 Re: Underwriting Agreement dated , 199_. Dear Sirs: We (the "Representative[s]") understand that Bank of Boston Corporation, a Massachusetts corporation (the "Company"), proposes to issue and sell [[$ aggregate principal amount] of its [senior debt securities] [and] [subordinated [convertible or exchangeable] debt securities] (the "Debt Securities")] [and] [_______ shares of its [convertible] [exchangeable] preferred stock (the "Preferred Shares")] [_____ depositary shares (the "Depositary Shares") each representing ____ of a share of ____ preferred stock] [and] [____ shares of its common stock, par value $2.25 per sahre ("Common Stock")]. This Agreement is the Terms Agreement referred to in the underwriting agreement dated ____________, 199_ (the "Underwriting Agreement"). Subject to the terms and conditions set forth herein or incorporated by reference herein, the Underwriters named below (the "Underwriters") offer to purchase, severally and not jointly, the respective [amounts of [Debt Securities] [and] [Preferred Shares] [Depositary Shares]] [numbers of shares of Common Stock] set forth below.
Principal Principal Principal Number Amount of Amount of Amount of of Shares Name of Debt Preferred Depositary of Common Underwriter Securities Shares Shares Stock ---------- --------- ---------- --------- __________ __________ _________ __________ Total $_________ $_________ $________ _________
32 Debt Securities --------------- Title of Debt Securities: Principal amount to be issued: $ Senior or Subordinated: Currency: Current ratings: Interest rate or formula: % Interest payment dates: Date of maturity: Redemption provisions: Sinking fund requirements: Initial public offering price: % of the principal amount, plus accrued interest, if any, [or amortized original issue discount, if any,] from , 19 . Purchase price: % of the principal amount, plus accrued interest, if any, [or amortized original issue discount, if any,] from , 19 (payable in next day funds). Listing requirement: [None] [NYSE] [BSE] Convertible: Conversion provisions: Exchangeable: Exchange provisions: Closing date and location: Additional representations, if any: Redemption provisions: Lock-up provisions: Sinking fund requirements: Number of Option Securities, if any: Other terms and conditions: 33 Preferred Shares ---------------- Title of Preferred Shares: Principal amount to be issued: $ Currency: Annual cash dividend rate: % Payable: Liquidation preference per Share: Initial public offering price: %, plus accrued interest or amortized original issue discount, if any, from __________, 19__ Purchase Price: %, plus accrued interest or amortized original issue discount, if any, from _____________, 19__ (payable in next day funds). Listing Requirement: [None] [NYSE] [BSE] Convertible: Initial Conversion price: $____ per share of [Common Stock] [Preferred Stock] [Capital Securities]. Other conversion provisions: Exchangeable: Exchange Provisions: Closing date and location: Additional representations, if any: Redemption provisions: Lock-up provisions: Sinking fund requirements: Number of Option Securities, if any: Other terms and conditions: Depositary Shares ----------------- Title of Depositary Shares: Principal amount to be issued: $ Currency: 34 Fractional amount of Preferred Shares represented by each Depositary Share: Initial public offering price per Depositary Share: % of the principal amount, plus accrued interest [or amortized original issue discount], if any, from ____________, 19__. Purchase price per Depository Share: (amount equal to the initial public offering price set forth above, less $________ per Depositary Share). Annual cash dividend amount: $ Payable: Closing date and location: Additional representations, if any: Redemption provisions: Lock-up provisions: Sinking fund requirements: Number of Option Securities, if any: Other terms and conditions: Common Stock ------------ Initial public offering price per share: Purchase Price per share: Listing Requirement: [NYSE] [BSE] Closing date and location: Additional representations, if any: Lock-up provisions: Number of Option Securities, if any: Purchase Price per Option Security: Other terms and conditions: Warrants -------- Title of Warrants: 35 Number to be issued: Currency: Initial public offering price per Warrant: $ Purchase price per Warrant: $ Listing requirement: [None] [NYSE] [BSE] Exercisable for: Exercise price: Exercise provisions: Closing date and location: Additional representations, if any: Redemption provisions: Lock-up provisions: Other terms and conditions: Each Underwriter severally agrees, subject to the terms and provisions of the above referenced Underwriting Agreement, which is incorporated herein in its entirety and made a part hereof, to purchase the [principal amount] [number of shares] of Offered Securities set forth opposite its name and a proportionate share of Option Securities to the extent any are purchased. This Agreement shall be governed by the laws of the State of New York applicable to agreements made and to be performed in said State. If the foregoing is in accordance with your understanding of the agreement between you and the Company, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts and together with the Underwriting Agreement, shall be a binding agreement between the Underwriters named herein and the Company in accordance with its terms and the terms of the Underwriting Agreement. Very truly yours, [Representatives[s]] By _________________________ Acting on behalf of themselves and the other named Underwriters Confirmed and accepted as of the date first above written: 36 BANK OF BOSTON CORPORATION By: ______________________ Name and Title: EX-4.F 3 WARRANT AGREEMENT 1 Exhibit 4.F __________________________________________________________ BANK OF BOSTON CORPORATION and ________________________________________________________ As Warrant Agent ________________________________________________________ Warrant Agreement Dated as of ____________, 199_ 1 2 Table of Contents* ------------------
PAGE ---- ARTICLE I. ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES............ 2 SECTION 1.01. Issuance of Warrants............................ 2 SECTION 1.02. Execution and Delivery of Warrant Certificates.. 2 SECTION 1.03. Issuance of Warrant Certificates................ 4 ARTICLE II. WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS.5 SECTION 2.01. Warrant Price................................... 5 SECTION 2.02. Duration of Warrants............................ 5 SECTION 2.03. Exercise of Warrants............................ 5 ARTICLE III. OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES................. 7 SECTION 3.01. No Rights as Warrant Securityholders Conferred by Warrants or Warrant Certificates............................... 7 SECTION 3.02. Lost, Stolen, Mutilated or Destroyed Warrant Certificates............................... 7 SECTION 3.03. Holder of Warrant Certificate May Enforce Rights..................................... 8 ARTICLE IV. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES... 8 SECTION 4.01. Exchange and Transfer of Warrant Certificates............................... 8 SECTION 4.02. Treatment of Holders of Warrant Certificates............................... 9 SECTION 4.03. Cancellation of Warrant Certificates............ 9 _______________________ * The Table of Contents is not part of the Warrant Agreement.
i 3
PAGE ---- ARTICLE V. CONCERNING THE WARRANT AGENT................... 10 SECTION 5.01. Warrant Agent.................................. 10 SECTION 5.02. Conditions of Warrant Agent's Obligations...... 10 SECTION 5.03. Resignation and Appointment of Successor....... 12 SECTION 5.04. Payment of Taxes............................... 13 ARTICLE VI. MISCELLANEOUS.................................. 14 SECTION 6.01. Amendment...................................... 14 SECTION 6.02. Notices and Demands to the Company and Warrant Agent......................... 14 SECTION 6.03. Addresses...................................... 14 SECTION 6.04. Applicable Law................................. 14 SECTION 6.05. Delivery of Prospectus......................... 14 SECTION 6.06. Obtaining of Governmental Approvals............ 14 SECTION 6.07. Persons Having Rights under Warrant Agreement................................. 15 SECTION 6.08. Headings....................................... 15 SECTION 6.09. Counterparts................................... 15 SECTION 6.10. Inspection of Agreement........................ 15 [SECTION 6.11. Adjustment of Number of [Preferred Shares] [Shares of Common Stock]; Notices......... 15 SECTION 6.12. Fractional Shares.............................. 22
ii 4 THIS WARRANT AGREEMENT dated as of _____________, 199_ between Bank of Boston Corporation, a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts (herein called the "Company") and _____________, a ______________ organized and existing under the laws of _________________, as Warrant Agent (hereinafter called the "Warrant Agent"). WHEREAS, the Company proposes to issue and sell from time to time, either jointly or separately, certain of its (i) senior debt securities (the "Senior Debt Securities"), and/or (ii) subordinated debt securities (the "Subordinated Debt Securities", and, together with the Senior Debt Securities, the "Debt Securities"), and/or (iii) preferred stock (the "Preferred Shares"), and/or (iv) depositary shares which represent fractional interest in the Preferred Shares (the "Depositary Shares"), and/or (v) common stock, par value $2.25 per share ("Common Stock"), and/or, (vi) warrants (the "Warrants") to purchase Debt Securities, Preferred Shares or Common Stock in one or more offerings on terms determined at the time of sale; and WHEREAS, the Company has prepared and filed with the Securities and Exchange Commission a registration statement on Form S-3 (File No. 33- ), including a prospectus, relating to the securities described above and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "1933 Act"); and [IF DEBT SECURITIES - WHEREAS, the Company has entered into an indenture dated as of June 15, 1992 (the "Indenture"), with Norwest Bank Minnesota, National Association, as trustee (such trustee, and any successor to such trustee, to be herein called the "Trustee"), providing for the issuance from time to time of its [Senior] [Subordinated] Debt Securities to be issued in one or more series as provided in the Indenture; and] [IF PREFERRED SHARES - WHEREAS, the Company has established a series of Preferred Shares in accordance with the terms of the Certificate of Vote of Directors Establishing a Series of a Class of Stock relating to such Preferred Shares (the "Certificate of Vote"); and] [IF WARRANTS ATTACHED - WHEREAS, the Company proposes to sell the [Debt Securities] [Preferred Shares] [Common Stock] now being offered (the "Offered Securities" ) with warrant certificates evidencing one or more warrants (the "Warrants" or, individually, a "Warrant") representing the right to purchase the [Debt Securities] [Preferred Shares] [Common Stock] purchasable through exercise of the Warrants (the "Warrant Securities"), such warrant certificates and other warrant certificates issued pursuant to this Agreement being herein called the "Warrant Certificates"; and] [IF WARRANTS ALONE - WHEREAS, the Company proposes to sell warrant certificates evidencing one or more warrants (the "Warrants" or, individually, a "Warrant") representing the right to purchase the [Debt Securities][Preferred Shares][Common Stock] purchasable through exercise of Warrants] (the "Warrant Securities"), such warrant certificates and other warrant certificates issued pursuant to this Agreement being herein called the "Warrant Certificates"; and] WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, exchange, exercise and replacement of the Warrant Certificates, and in this Warrant Agreement wishes to set forth, among other things, the form and provisions of the Warrant Certificates and the terms and conditions on which they may be issued, exchanged, exercised and replaced; 1 5 NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows: ARTICLE I. ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES. SECTION 1.01. ISSUANCE OF WARRANTS. [IF OFFERED SECURITIES WITH WARRANTS ATTACHED] - Warrants shall be [initially] issued in connection with the issuance of the Offered Securities [but shall be separately transferable on and after _____, 199_ (the "Detachable Date")][and shall not be separately transferable]. Warrant Certificates shall be [initially] issued in units with the Offered Securities and each Warrant Certificate included in such a unit shall evidence ________ Warrants for each [share of Offered Securities] [$________ principal amount of Offered Securities or its equivalent in a foreign currency or composite currency] included in such unit.] [IF WARRANTS ALONE - Upon issuance each Warrant Certificate shall evidence one or more Warrants.] Each Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase [________ shares of Warrant Securities] [a Warrant Security in the principal amount of $_________ or its equivalent in a foreign currency or composite currency]. SECTION 1.02. EXECUTION AND DELIVERY OF WARRANT CERTIFICATES. Each Warrant Certificate, whenever issued, shall be in [bearer] [registered] form substantially in the form set forth in Exhibit A hereto, shall be dated as of its issue date and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Warrant Certificates may be listed or authorized for trading, or to conform to usage. The Warrant Certificates shall be signed on behalf of the Company by its Chairman of the Board, President, Treasurer, Department Executive, Treasury or Comptroller, and attested by its Clerk or any of its Assistant Clerks, under its corporate seal. Such signatures may be manual or facsimile signatures of such authorized officers and may be imprinted or otherwise reproduced on the Warrant Certificates. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant Certificates. No Warrant Certificate shall be valid for any purpose, and no Warrant evidenced thereby shall be exercisable, until such Warrant Certificate has been countersigned by the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that the Warrant Certificate so countersigned has been duly issued hereunder. 2 6 In case any officer of the Company who shall have signed any of the Warrant Certificates either manually or by facsimile signature shall cease to be such officer before the Warrant Certificates so signed shall have been countersigned and delivered by the Warrant Agent, such Warrant Certificates nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificates had not ceased to be such officer of the Company, and any Warrant Certificate may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Warrant Certificate, shall be the proper officers of the Company, although at the date of the execution of this Agreement any such person was not such officer. Pending the preparation of definitive Warrant Certificates, the Company may execute, and upon the order of the Company the Warrant Agent shall authenticate and deliver, temporary Warrant Certificates which are printed, lithographed, typewritten, mimeographed or otherwise produced substantially of the tenor of the definitive Warrant Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Warrant Certificates may determine, as evidenced by their execution of such Warrant Certificates. If temporary Warrant Certificates are issued, the Company will cause definitive Warrant Certificates to be prepared without unreasonable delay. After the preparation of definitive Warrant Certificates, the temporary Warrant Certificates shall be exchangeable for definitive Warrant Certificates upon surrender of the temporary Warrant Certificates at the corporate trust office of the Warrant Agent [or _________], without charge to the holder. Upon surrender for cancellation of any one or more temporary Warrant Certificates, the Company shall execute and the Warrant Agent shall authenticate and deliver in exchange therefor definitive Warrant Certificates representing the same aggregate number of Warrants. Until so exchanged, the temporary Warrant Certificates shall in all respects be entitled to the same benefits under this Agreement as definitive Warrant Certificates. [IF BEARER WARRANTS - The term "holder" or "holder of a Warrant Certificate" as used herein shall mean [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE - , prior to the Detachable Date, the [bearer] [registered owner] of the Offered Security to which such Warrant Certificate was initially attached, and after such Detachable Date] the bearer of such Warrant Certificate.] [IF REGISTERED WARRANTS - The term "holder" or "holder of a Warrant Certificate" as used herein shall mean any person in whose name at the time any Warrant Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE - or upon the register of the Offered Securities prior to the Detachable Date.] The Company will, or will cause the registrar of the Offered Securities to, make available at all times to the Warrant Agent such information as to holders of the Offered Securities with Warrants as may be necessary to keep the Warrant Agent's records up to date.] SECTION 1.03. ISSUANCE OF WARRANT CERTIFICATES. Warrant Certificates evidencing the right to purchase [___ shares] [an aggregate principal amount not exceeding $_________] of Warrant Securities or its equivalent in a foreign currency or composite currency (except as provided in Sections 2.03(c), 3.02 and 4.01) may be executed by the Company and delivered to the Warrant Agent upon the execution of this 3 7 Warrant Agreement or from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates duly executed on behalf of the Company, countersign Warrant Certificates evidencing Warrants representing the right to purchase [____ shares] [up to $___________ aggregate principal amount] of Warrant Securities or its equivalent in a foreign currency or composite currency and shall deliver such Warrant Certificates to or upon the order of the Company. Subsequent to such original issuance of the Warrant Certificates, the Warrant Agent shall countersign a Warrant Certificate only if the Warrant Certificate is issued in exchange or substitution for one or more previously countersigned Warrant Certificates [IF REGISTERED WARRANTS - or in connection with their transfer], as hereinafter provided. ARTICLE II. WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS. SECTION 2.01. WARRANT PRICE. [On__________, 199_] the exercise price of each Warrant is [$]___________. [During the period from __________, 199_ through and including _________, 199_, the exercise price of each Warrant will be [$]________ plus [accreted original issue discount] [accrued interest] from ______, 199_. On _______, 199_ the exercise price of each Warrant will be [$]_________. During the period from ____________, 199_ through and including __________, 199_, the exercise price of each Warrant will be [$]_______________ plus [accreted original issue discount] [accrued interest] from ___________, 199_; [in each case the original issue discount will be accreted at a __% annual rate, computed on a [semiannual] [annual] basis using a 360-day year consisting of twelve 30-day months;] [in each case accrued interest will be computed at a rate equal to __%]]. Such purchase price of Warrant Securities may be denominated in U.S. dollars or its equivalent in a foreign currency or composite currency and may be determined in reference to an index and is referred to in this Agreement as the "Warrant Price." [The original issue discount for each $1,000 principal amount of Warrant Securities (or its equivalent thereof in a foreign currency or composite currency) is [$]_____________.] SECTION 2.02. DURATION OF WARRANTS. Each Warrant evidenced by a Warrant Certificate may be exercised in whole at any time, as specified herein, on or after [the date thereof] [_____________, 19__] and at or before the close of business on _____________, 19__ (the "Expiration Date"). Each Warrant not exercised at or before the close of business on the Expiration Date shall become void, and all rights of the holder of the Warrant Certificate evidencing such Warrant and under this Agreement shall cease. SECTION 2.03. EXERCISE OF WARRANTS. (a) During the period specified in Section 2.02, any whole number of Warrants, if the Warrant Certificate evidencing the same shall have been countersigned by the Warrant Agent, may be exercised by providing certain information set forth on the reverse side of the Warrant Certificate and by paying in full, [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, the 4 8 Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office, ____________________ [or at ________________________], provided that such exercise is subject to receipt within five Business Days (as defined in Section 6.11(f) hereof) of such [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with it for such purpose and shall advise the Company by telephone at the end of each day on which a [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and the Trustee under the Indenture] of (i) the number of Warrants exercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company [or the Trustee] shall reasonably require. (c) As soon as practicable after the exercise of any Warrant or Warrants, the Company shall issue[, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant or Warrants,] the Warrant Security or Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder; and, if fewer than all of the Warrants evidenced by such Warrant Certificate were exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver to or upon the order of such holder, a new Warrant Certificate evidencing the number of Warrants remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Securities until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due. 5 9 ARTICLE III. OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES. SECTION 3.01. NO RIGHTS AS WARRANT SECURITYHOLDERS CONFERRED BY WARRANTS OR WARRANT CERTIFICATES. No Warrant Certificate or Warrant evidenced thereby shall entitle the holder thereof to any of the rights of a holder of the Warrant Securities, including, without limitation, the right [to vote or] to receive payments of [dividends or distributions of any kind] [principal of (and premium, if any,) or interest, if any, on the Warrant Securities or to enforce any of the covenants in the Indenture]. SECTION 3.02. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT CERTIFICATES. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to them of the ownership of and the loss, theft, destruction or mutilation of any Warrant Certificate and of indemnity reasonably satisfactory to them and, in the case of mutilation, upon surrender thereof to the Warrant Agent for cancellation, then, in the absence of notice to the Company or the Warrant Agent that such Warrant Certificate has been acquired by a bona fide purchaser, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, in exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate of the same tenor and evidencing a like number of Warrants. Upon the issuance of any new Warrant Certificate under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Warrant Agent) in connection therewith. Every substitute Warrant Certificate executed and delivered pursuant to this Section in lieu of any lost, stolen or destroyed Warrant Certificate shall represent an additional contractual obligation of the Company, whether or not the lost, stolen or destroyed Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Warrant Agreement equally and proportionately with any and all other Warrant Certificates duly executed and delivered hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, lost, stolen or destroyed Warrant Certificates. SECTION 3.03. HOLDER OF WARRANT CERTIFICATE MAY ENFORCE RIGHTS. Notwithstanding any of the provisions of this Warrant Agreement, any holder of a Warrant Certificate, without the consent of the Warrant Agent, [the Trustee,] the holder of any Warrant Securities or the holder of any other Warrant Certificate, may, in his own behalf and for his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, his right to exercise the Warrant or Warrants evidenced by his Warrant Certificate in the manner provided in his Warrant Certificate and in this Warrant Agreement. 6 10 ARTICLE IV. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE - Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes of effecting or in conjunction with an exchange or transfer of such Offered Security. On or prior to the Detachable Date, each transfer of the Offered Security on the register of the Offered Securities shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent or [__________], Warrant Certificates may be exchanged for other Warrant Certificates in denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or may be transferred in whole or in part] [IF BEARER OR REGISTERED WARRANTS - provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] [IF REGISTERED WARRANTS - The Warrant Agent shall keep, at its corporate trust office [or at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ______] for transfer, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No service charge shall be made for any exchange or transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or transfer. Whenever any Warrant Certificates are so surrendered for exchange or transfer an authorized officer of the Warrant Agent shall countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange or transfer. SECTION 4.02. TREATMENT OF HOLDERS OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH BEARER WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE - Subject to Section 4.01, each] [IF OFFERED SECURITIES WITH BEARER WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR BEARER WARRANTS ALONE - Each] Warrant Certificate shall be transferable by delivery and shall be deemed negotiable and the bearer of each Warrant Certificate may be treated by the Company, the Warrant Agent and all other persons 7 11 dealing with such bearer as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced thereby, any notice to the contrary notwithstanding.] [IF REGISTERED WARRANTS ALONE OR REGISTERED WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE - Every holder of a Warrant Certificate, by accepting the same, consents and agrees with the Company, the Warrant Agent and with every subsequent holder of such Warrant Certificate that until the Warrant Certificate is transferred on the books of the Warrant Agent [or the register of the Offered Securities prior to the Detachable Date], the Company and the Warrant Agent may treat the registered holder as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced thereby, any notice to the contrary notwithstanding.] SECTION 4.03. CANCELLATION OF WARRANT CERTIFICATES. Any Warrant Certificate surrendered for exchange, transfer or exercise of the Warrants evidenced thereby shall, if surrendered to the Company, be delivered to the Warrant Agent, and all Warrant Certificates surrendered or so delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be reissued and, except as expressly permitted by this Warrant Agreement, no Warrant Certificate shall be issued hereunder in exchange or in lieu thereof. The Warrant Agent shall deliver to the Company from time to time or otherwise dispose of cancelled Warrant Certificates in a manner satisfactory to the Company. ARTICLE V. CONCERNING THE WARRANT AGENT. SECTION 5.01. WARRANT AGENT The Company hereby appoints ____________ as Warrant Agent of the Company in respect of the Warrants and the Warrant Certificates upon the terms and subject to the conditions herein set forth; and ____________ hereby accepts such appointment. The Warrant Agent shall have the powers and authority granted to and conferred upon it in the Warrant Certificates and hereby and such further powers and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Warrant Certificates are subject to and governed by the terms and provisions hereof. SECTION 5.02. CONDITIONS OF WARRANT AGENT'S OBLIGATIONS. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Company agrees and to all of which the rights hereunder of the holders from time to time of the Warrant Certificates shall be subject: (a) COMPENSATION AND INDEMNIFICATION. The Company agrees to pay the Warrant Agent promptly the compensation to be agreed upon with the Company for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability, or expense incurred without negligence or bad 8 12 faith on the part of the Warrant Agent, arising out of or in connection with its acting as such Warrant Agent hereunder, as well as the costs and expenses of defending against any claim or liability in the premises. (b) AGENT FOR THE COMPANY. In acting under this Warrant Agreement and in connection with the Warrants, the Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship of agency or trust with any of the owners or holders of the Warrants. (c) DOCUMENTS. The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in reliance upon any Warrant Certificates, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties. (d) CERTAIN TRANSACTIONS. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, any Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Warrant Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. [Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as Trustee under the Indenture.] (e) NO LIABILITY FOR INTEREST. The Warrant Agent shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Warrant Agreement or of the Warrants. (f) NO LIABILITY FOR INVALIDITY. The Warrant Agent shall not incur any liability with respect to the validity of any of the Warrants. (g) NO RESPONSIBILITY FOR REPRESENTATIONS. The Warrant Agent shall not be responsible for any of the recitals or representations herein or in the Warrant Certificates contained (except as to the Warrant Agent's countersignature thereon), all of which are made solely by the Company. (h) NO IMPLIED OBLIGATIONS. The Warrant Agent shall be obligated to perform such duties as are herein and in the Warrant Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a holder of a Warrant Certificate with respect to such default, including, without limiting the generality of the foregoing, any duty or 9 13 responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 6.02 hereof, to make any demand upon the Company. SECTION 5.03. RESIGNATION AND APPOINTMENT OF SUCCESSOR. (a) The Company agrees, for the benefit of the holders from time to time of the Warrant Certificates, that there shall at all times be a Warrant Agent hereunder until all the Warrant Certificates are no longer exercisable. (b) The Warrant Agent may at any time resign as such agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation will become effective; provided that such date shall not be less than three months after the date on which such notice is given unless the Company agrees to accept less notice. The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Warrant Agent (which shall be a bank or trust company authorized under the laws of the jurisdiction of its organization to exercise corporate trust powers) and the acceptance of such appointment by such successor Warrant Agent. The obligations of the Company under Section 5.02(a) shall continue to the extent set forth therein notwithstanding the resignation or removal of the Warrant Agent. (c) In case at any time the Warrant Agent shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or under any other applicable Federal or State bankruptcy law or similar law or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property or assets, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or of all or any substantial part of its property or assets shall be appointed, or if an order of any court shall be entered for relief against it under the provisions of Title 11 of the United States Code, as now constituted or hereafter amended, or under any other applicable Federal or State bankruptcy or similar law, or if any public officer shall have taken charge or control of the Warrant Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, it shall be disqualified from serving as Warrant Agent and a successor Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the successor Warrant Agent of such appointment, the Warrant Agent so disqualified shall cease to be Warrant Agent hereunder. (d) Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without further act, deed or conveyance, shall become vested with all authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other property on deposit with or held by such predecessor, as Warrant Agent hereunder. 10 14 (e) Any corporation into which the Warrant Agent hereunder may be merged or converted or any corporation with which the Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any corporation to which the Warrant Agent shall sell or otherwise transfer all or substantially all the assets and business of the Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Warrant Agent under this Warrant Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. SECTION 5.04. PAYMENT OF TAXES. The Company will pay all stamp and other duties, if any, to which, under the laws of the United States of America, this Warrant Agreement or the original issuance of the Warrant Certificates may be subject. ARTICLE VI. MISCELLANEOUS. SECTION 6.01. AMENDMENT. This Warrant Agreement may be amended by the parties hereto, without the consent of the holder of any Warrant Certificate, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein, or making any other provisions with respect to matters or questions arising under this Warrant Agreement as the Company and the Warrant Agent may deem necessary or desirable; provided that such action shall not adversely affect the interests of the holders of the Warrant Certificates. SECTION 6.02. NOTICES AND DEMANDS TO THE COMPANY AND WARRANT AGENT. If the Warrant Agent shall receive any notice or demand addressed to the Company by the holder of a Warrant Certificate pursuant to the provisions of the Warrant Certificates, the Warrant Agent shall promptly forward such notice of demand to the Company. SECTION 6.03. ADDRESSES. Any communications from the Company to the Warrant Agent with respect to this Warrant Agreement shall be addressed to _____________, Attention: ____________, and any communications from the Warrant Agent to the Company with respect to this Warrant Agreement shall be addressed to Bank of Boston Corporation, 100 Federal Street, 01-24-07, Boston, Massachusetts 02110, Attention: General Counsel (or such other address as shall be specified in writing by the Warrant Agent or by the Company). SECTION 6.04. APPLICABLE LAW The validity, interpretation and performance of this Warrant Agreement and each Warrant Certificate issued hereunder and of the respective terms and provisions thereof shall be governed by the laws of The Commonwealth of Massachusetts. 11 15 SECTION 6.05. DELIVERY OF PROSPECTUS.The Company will furnish to the Warrant Agent sufficient copies of a prospectus relating to the Warrant Securities deliverable upon exercise of Warrants (the "Prospectus"), and the Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent will deliver to the holder of the Warrant Certificate evidencing such Warrant, prior to or concurrently with the delivery of the Warrant Securities issued upon such exercise, a Prospectus. SECTION 6.06. OBTAINING OF GOVERNMENTAL APPROVALS. The Company will from time to time take all action which may be necessary to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and securities acts filings under United States Federal and State laws (including, without limitation, maintenance of the effectiveness of a registration statement in respect of the Warrants and Warrant Securities under the Securities Act of 1933), which may be or become requisite in connection with the issuance, sale, transfer, and delivery of the Warrant Certificates, the exercise of the Warrants, the issuance, sale, transfer and delivery of the Warrant Securities issued upon exercise of the Warrants or upon the expiration of the period during which the Warrants are exercisable. SECTION 6.07. PERSONS HAVING RIGHTS UNDER WARRANT AGREEMENT. Nothing in this Warrant Agreement expressed or implied and nothing that may be inferred from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise or agreement hereof; and all covenants, conditions, stipulations, promises and agreements in this Warrant Agreement contained shall be for the sole and exclusive benefit of the Company and the Warrant Agent and their successors and of the holders of the Warrant Certificates. SECTION 6.08. HEADINGS. The descriptive headings of the several Articles and Sections of this Warrant Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. SECTION 6.09. COUNTERPARTS. This Warrant Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original; but such counterparts shall together constitute but one and the same instrument. SECTION 6.10. INSPECTION OF AGREEMENT. A copy of this Warrant Agreement shall be available at all reasonable times at the principal corporate trust office of the Warrant Agent for inspection by the holder of any Warrant Certificate. The Warrant Agent may require such holder to submit his Warrant Certificate for inspection by it. [SECTION 6.11. ADJUSTMENT OF NUMBER OF [PREFERRED SHARES] [SHARES OF COMMON STOCK]; NOTICES. The number of [Preferred Shares] [shares of Common Stock] purchasable upon the exercise of each Warrant (the "Exercise Rate") is subject to adjustment from time to time as provided in this Section. 12 16 (a) DIVIDENDS OR DISTRIBUTIONS IN [PREFERRED SHARES] [SHARES OF COMMON STOCK]. In case the Company shall pay or make a dividend or other distribution on [any class or series of Preferred Shares for which Warrants may be exercised] [its Common Stock] in [such Preferred Shares] [shares of its Common Stock], the Exercise Rate in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be increased by dividing such Exercise Rate by a fraction of which the numerator shall be the number of shares of [such Preferred Shares] [Common Stock] outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (a), the number of shares of [Preferred Shares] [Common Stock] at any time outstanding shall not include shares held in the treasury of the Company. The Company will not pay any dividend or make any distribution on shares of [Preferred Shares] [Common Stock] held in the treasury of the Company. (b) RIGHTS OR WARRANTS. In case the Company shall issue rights or warrants to all holders of [a class or series of its Preferred Shares for which Warrants may be exercised] [shares of its Common Stock] entitling them to subscribe for or purchase shares of [such Preferred Shares] [Common Stock] at a price per share less than the current market price per share (determined as provided in paragraph (f) of this Section) of [such Preferred Shares] [Common Stock] on the date fixed for the determination of stockholders entitled to receive such rights or warrants, the Exercise Rate in effect at the opening of business on the day following the date fixed for such determination shall be increased by dividing such Exercise Rate by a fraction of which the numerator shall be the number of shares of [such Preferred Shares] [Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred Shares] [Common Stock] which the aggregate of the offering price of the total number of shares of [such Preferred Shares] [Common Stock] so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of [such Preferred Shares] [Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred Shares] [Common Stock] so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (b), the number of shares of [Preferred Shares] [Common Stock] at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of [Preferred Shares] [Common Stock]. The Company will not issue any rights or warrants in respect of shares of [Preferred Shares] [Common Stock] held in the treasury of the Company. (c) SUBDIVISION OR COMBINATION. In case outstanding shares of [a class or series of its Preferred Shares for which Warrants are exercisable] [Common Stock] shall be subdivided into a greater number of shares of [such Preferred Shares] [Common Stock], the Exercise Rate in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of [a class or series of its Preferred Shares for which Warrants are exercisable] [Common Stock] shall each be combined into a smaller number of shares of [such Preferred Shares] [Common Stock], the 13 17 Exercise Rate in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (d) DIVIDEND OR DISTRIBUTION OF ASSETS. In case the Company shall, by dividend or otherwise, distribute to all holders of [a class or series of its Preferred Shares for which Warrants are exercisable] [shares of its Common Stock] evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in paragraph (b) of this Section, any dividend or distribution paid in cash out of the retained earnings of the Company and any dividend or distribution referred to in paragraph (a) of this Section), the Exercise Rate shall be adjusted so that the same shall equal the price determined by dividing the Exercise Rate in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided in paragraph (f) of this Section) of [such Preferred Shares] [Common Stock] on the date fixed for such determination less the then fair-market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Warrant Agent and any other Registrar) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of [such Preferred Shares] [Common Stock] and the denominator shall be such current market price per share of [such Preferred Shares] [Common Stock], such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. (e) RECLASSIFICATION. The reclassification of [a class or series of its Preferred Shares for which Warrants are exercisable] [the Company's Common Stock] into securities other than such [Preferred Shares] [Common Stock] (other than any reclassification upon a consolidation or merger to which paragraph (1) of this Section applies) shall be deemed to involve (i) a distribution of such securities other than such [Preferred Shares] [Common Stock] to all holders of [such Preferred Shares] [Common Stock] (and the effective date of such reclassification shall be deemed to be "the date fixed for the determination of stockholders entitled to receive such distribution" and "the date fixed for such determination" within the meaning of paragraph (d) of this Section), and (ii) a subdivision or combination, as the case may be, of the number of shares of [such Preferred Shares] [Common Stock] outstanding immediately prior to such reclassification into the number of shares of [such Preferred Shares] [Common Stock] outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be "The day upon which such subdivision becomes effective" or "The day upon which such combination becomes effective", as the case may be, and "the day upon which such subdivision or combination becomes effective" within the meaning of paragraph (c) of this Section). (f) CURRENT MARKET PRICE. For the purpose of any computation under paragraphs (b) and (d) of this Section, the current market price per share of [Preferred Shares] [Common Stock] on any date shall be deemed to be the average of the daily closing prices for the 15 consecutive Business Days selected by the Company commencing not less than 20 nor more than 30 Business Days before the day in question. The closing price for each day shall be the last reported sales price regular way or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange or, if such [Preferred Shares are] [Common Stock is] not listed or admitted to trading on such 14 18 Exchange, on the principal national securities exchange on which such [Preferred Shares are] [Common Stock is] listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, on the National Association of Securities Dealers Automated Quotations National Market System or, if such [Preferred Shares are] [Common Stock is] not listed or admitted to trading on any national securities exchange or quoted on such National Market System, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for the purpose. In the event that no such market trading exists, the current market price will be determined by three independent nationally reorganized investment banking firms selected by the Company in such manner as the Board of Directors deems appropriate. "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions where Warrants may be surrendered for exercise are authorized or obligated by law or executive order to close. (g) ADJUSTMENTS FOR TAX PURPOSES. The Company may make such adjustments in the Exercise Rate, in addition to those required by paragraphs (a), (b), (c) and (d) of this Section, as it considers to be advisable in order that any event treated for federal income tax purposes as a dividend of stock or stock rights shall not be taxable to the recipients. (h) NO ADJUSTMENT BELOW PAR VALUE. Notwithstanding the provisions of this Section, the Exercise Rate shall not be increased such that the price paid per share would be less than the par value thereof as a result of any adjustment made hereunder unless, under applicable law then in effect, Warrants may be exercised, at such lower Exercise Rate, for legally issued, fully paid and nonassessable shares of [Preferred Shares] [Common Stock]. (i) PERMITTED DISTRIBUTIONS. The granting of the right to purchase shares of [Preferred Shares] [Common Stock] (whether from treasury shares or otherwise), pursuant to (i) any dividend or interest reinvestment plan or [Preferred Shares] [Common Stock] purchase plan providing for the reinvestment of dividends or interest payable on securities of the Company and/or the investment of periodic optional payments; and (ii) any stock option plans and/or employee benefit or similar plans shall not be deemed to constitute an issue of rights or warrants by the Company. (j) NO ADJUSTMENTS NECESSARY. No adjustment in the Exercise Rate shall be required unless such adjustment would require an increase or decrease of at least one percent in such Exercise Rate, PROVIDED, HOWEVER, that any adjustment which by reason of this paragraph (j) is not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section shall be made to the nearest cent or to the nearest 1/100 of a share, as the case may be. (k) NOTICE OF ADJUSTMENT. Whenever the Exercise Rate is adjusted as herein provided, the Company shall forthwith (i) compute the adjusted Exercise Rate in accordance herewith and prepare a certificate signed by an officer of the Company setting forth the adjusted Exercise Rate and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed with the Warrant Agent and any other Registrar and (ii) cause a notice stating that such adjustment has been effected and the adjusted Exercise Rate to be mailed to the holders of Warrants at their last addresses as they shall appear on the Warrant Register. 15 19 (l) SUCCESSOR COMPANY. In case of any reclassification or change of outstanding shares of [the class or series of Preferred Shares issuable upon exercise of the Warrants] [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 or combination), or in case of any merger or consolidation of the Company with one or more other corporations (other than a merger or consolidation in which the Company is the continuing corporation and which does not result in any reclassification or change of outstanding shares of [the class or series of Preferred Shares issuable upon exercise of the Warrants] [Common Stock]), or in case of the merger of the Company into another corporation, or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the holder of Warrants of each series then outstanding shall have the right to exercise such Warrant for the kind and amount of shares of capital stock or other securities and property, including cash, receivable upon reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of shares of [such class or series of Preferred Shares] [Common Stock] for which such Warrant might have been exercised immediately prior to such reclassification, change consolidation, merger, sale or conveyance. In any such case, the Company, or such successor or purchasing corporation, as the case may be, shall execute and deliver to the Warrant Agent a supplemental Warrant Agreement containing provisions to the effect set forth above and providing further for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions shall similarly apply to successive reclassifications, changes, consolidation, mergers, sales and conveyances. (m) COMPANY TO RESERVE CAPITAL SECURITIES. The Company shall at all times reserve and keep available out of the aggregate of its authorized but unissued shares or its issued shares held in its treasury, or both, for the purpose of effecting the exercise of the Warrants, such full number of its duly authorized shares of [Preferred Shares] [Common Stock] as shall from time to time be sufficient to effect the exercise of all outstanding Warrants. If any shares of [Preferred Shares] [Common Stock] reserved or to be reserved for the purpose of exercise of Warrants hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be validly delivered upon exercise, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure registration or approval, as the case may be. The Company covenants that all shares of [Preferred Shares] [Common Stock] which may be delivered upon exercise of Warrants shall upon delivery be fully paid and nonassessable by the Company, subject to Massachusetts General Laws Chapter 156B, Section 45, and, except for taxes in connection with the exercise of the Warrants, free from all taxes, liens and charges with respect to the issue or delivery thereof. (n) COMPANY TO GIVE NOTICE OF CERTAIN EVENTS. In the event (1) that the Company shall pay any dividend or make any distribution to the holders of shares of [Preferred Shares issuable upon exercise of the Warrants] [Common Stock] otherwise than in cash charged against consolidated net earnings or retained earnings of the Company and its consolidated subsidiaries or in [such Preferred Shares] [shares of Common Stock]; or 16 20 (2) that the Company shall offer for subscription or purchase, pro rata, to the holders of [Preferred Shares issuable upon exercise of the Warrants] [Common Stock] any additional shares of stock of any class or any securities exercisable for or exchangeable for stock of any class; or (3) of any reclassification or change of outstanding shares of [the class or series of Preferred Shares issuable upon the exercise of the Warrants] [Common Stock] (other than a change in par value, or from par value to no par value, or from no par combination), or of any merger of consolidation of the Company with, or merger of the Company into, another corporation (other than a merger or consolidation in which the Company is the continuing corporation and which does not result in reclassification or change of outstanding shares of [Preferred Shares issuable upon exercise of the Warrants] [Common Stock]), or of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety; or (4) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, and in any one or more of such events, the Company will file with the Warrant Agent and any other Registrar written notice thereof at least twenty days (or ten days in any case specified in clause (1) or (2) above) prior to (i) the record date fixed with respect to any of the events specified in (1) and (2) above and (ii) the effective date of any of the events specified in (3) above; and shall mail promptly after providing such notice to the Warrant Agent or such other Registrar a copy of such notice to the holders thereof at their last addresses as they shall appear upon the Warrant Register. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. (o) COMPANY DETERMINATION FINAL. Any determination that the Company or the Board of Directors must make pursuant to this Section is conclusive. (p) WARRANT AGENT'S ADJUSTMENT DISCLAIMER. The Warrant Agent has no duty to determine when an adjustment under this Section should be made, how it should be made or what it should be. The Warrant Agent has no duty to determine whether a supplemental warrant agreement under paragraph (l) need be entered into or whether any provisions of any supplemental warrant agreement are correct. The Warrant Agent shall not be accountable for and makes no representation as to the validity or value of any securities or assets issued upon exercise of Warrants. The Warrant Agent shall not be responsible for the Company's failure to comply with this Section. (q) ADJUSTMENTS AND WARRANT CERTIFICATES. Irrespective of any adjustments in the number or kind of shares purchasable upon the exercise of the Warrants, Warrant Certificates theretofore or thereafter issued may continue to express the same number and kind of shares per Warrant as are stated on the Warrant Certificates initially issuable pursuant to this Agreement. 17 21 (r) SUBSEQUENT EVENT. After an adjustment to the Exercise Rate under this Section, any subsequent event requiring an adjustment under this Section shall cause an adjustment to the Exercise Rate as so adjusted. SECTION 6.12. FRACTIONAL SHARES. The Company shall not be required to deliver fractions of shares of [Preferred Shares] [Common Stock] upon exercises of Warrants. If more than one Warrant shall be surrendered for exercise at one time by the same holder, the number of full shares which shall be deliverable upon exercise thereof shall be computed on the basis of the aggregate of the Warrants so surrendered instead of any fractional share of [Preferred Shares] [Common Stock] which would otherwise be issuable upon exercise of any Warrant or Warrants (or specified portions thereof). The Company shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction of the market price per share of [Preferred Shares] [Common Stock] (as determined in accordance with Section 6.11(f) or in any other manner prescribed by the Board of Directors) at the close of business on the last Business Day prior to the Date of Exercise.] 18 22 IN WITNESS WHEREOF, Bank of Boston Corporation has caused this Warrant Agreement to be signed by one of its duly authorized officers, and its corporate seal to be affixed hereunto, and the same to be attested by its Clerk or one of its Assistant Clerks; and ___________________ has caused this Warrant Agreement to be signed by one of its duly authorized officers, and its corporate seal to be affixed hereunto, and the same to be attested by its Secretary or one of its Assistant Secretaries, all as of the day and year first above written. BANK OF BOSTON CORPORATION By _______________________ Attest: _________________________ [Warrant Agent] By _______________________ Attest: _________________________ 19 23 EXHIBIT A (Form of Warrant Certificate) [Front Face of Warrant Certificate] [Form of Legend if Prior to ______ this Offered Securities Warrant cannot be with Warrants which transferred or exchanged are not immediately unless attached to a detachable: [Title of Offered Securities].] [Form of Legend if Prior to ________ this Warrants are not Warrant cannot be immediately exercised in whole or in exercisable: part.] EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN. BANK OF BOSTON CORPORATION PURCHASE WARRANT FOR [Title of Warrant Securities] VOID AFTER THE CLOSE OF BUSINESS IN BOSTON, MASSACHUSETTS ON ___________, 199_. [No.] Warrants This certifies that [the bearer is the] [__________ or registered assigns is the registered] owner of the above indicated number of Warrants, each Warrant entitling such [bearer] [owner] to purchase, at any time [after the close of business on ___________, 199_ and] on or before the close of business on ____________, 199_, [$]__________ [principal amount] [shares] of [Title of Warrant Securities] (the "Warrant Securities") of Bank of Boston Corporation (the "Company"), issued and to be issued [under the Indenture (as hereinafter defined)] [by the Company], on the following basis: [on __________, 199_,] the exercise price of each Warrant is [$]_______________, [during the period from _________, 199_, through and including ___________, 199_, the exercise price of each Warrant will be [$]___________ plus [accreted original issue discount] [accrued interest] from __________, 199_, on ______________, 199_, the exercise price of each Warrant will be [$]__________, during the period from __________, 199_, through and including _____________, 199_, the exercise price of each Warrant will be [$]________ plus [accreted original issue discount] [accrued interest] from __________, 199_, [in each case, the original issue discount will be accreted at a _ % annual rate, computed on a [semiannual] [annual] basis, using a 360-day year consisting of twelve 30-day months;] [in each case accrued interest will be computed at a rate equal to __%]] (the "Warrant Price")]. [The original issue discount for each [$]_________ principal amount of Warrant Securities is [$]__________]. The [bearer] [owner] may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of _______, [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant 24 Agent] or its successor as warrant agent (the "Warrant Agent"), currently at the address specified on the reverse hereof [or __________,] and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined). Any whole number of Warrants evidenced by this Warrant Certificate may be exercised to purchase Warrant Securities in registered form in [denominations of [$]___________ and any integral multiples thereof] [any number of whole shares]. Upon any exercise of fewer than all of the Warrants evidenced by this Warrant Certificate, there shall be issued to the [registered owner] [bearer] hereof a new Warrant Certificate evidencing the number of Warrants remaining unexercised. This Warrant Certificate is issued under and in accordance with the Warrant Agreement dated as of _____________, 19 _ (the "Warrant Agreement"), between the Company and the Warrant Agent and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions the [registered owner] [bearer] of this Warrant Certificate consents by acceptance hereof. Copies of the Warrant Agreement are on file at the above-mentioned office of the Warrant Agent [and at _________________]. [The Warrant Securities to be issued and delivered upon the exercise of the Warrants evidenced by this Warrant Certificate will be issued [by the Company pursuant to the Certificate of Vote applicable to such Warrant Securities] [under and in accordance with an Indenture dated as of June 15, 1992 (the "Indenture"), between the Company and Norwest Bank Minnesota, National Association, as trustee (such trustee, and any successor to such trustee, to be herein called the "Trustee") and will be subject to the terms and provisions contained in the Indenture. Copies of the Indenture, including the form of the Warrant Securities, are on file at the corporate trust office of the Trustee [and at ________________]].] [IF OFFERED SECURITIES WITH BEARER WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE - Prior to ________, 19__ this Warrant Certificate may be exchanged or transferred only together with the [Title of Offered Securities] ("Offered Securities") to which this Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Security. After such date, this Warrant Certificate, and all rights hereunder, may be transferred by delivery and the Company and the Warrant Agent may treat the bearer hereof as the owner for all purposes.] [IF OFFERED SECURITIES WITH BEARER WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR BEARER WARRANTS ALONE - This Warrant Certificate, and all rights hereunder, may be transferred by delivery and the Company and the Warrant Agent may treat the bearer hereof as the owner for all purposes. [IF OFFERED SECURITIES WITH REGISTERED WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE - Prior to __________, 19__ this Warrant Certificate may be exchanged or transferred only together with the [Title of Offered Securities] ("Offered Securities") to which this Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Security. After such date, this [IF OFFERED SECURITIES WITH REGISTERED WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR REGISTERED WARRANTS ALONE - This] Warrant Certificate may be transferred when surrendered at the corporate trust office of the Warrant Agent [or ____________] by the registered owner or his assigns, in person or by an attorney duly authorized in writing, in the manner and subject to the limitations provided in the Warrant Agreement.] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE - Except as provided in the immediately preceding paragraph, after] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - After] countersignature by the Warrant Agent 25 and prior to the expiration of this Warrant Certificate, this Warrant Certificate may be exchanged at the corporate trust office of the Warrant Agent for Warrant Certificates representing the same aggregate number of Warrants. This Warrant Certificate shall not entitle the [registered owner] [bearer] hereof to any of the rights of a registered owner of the Warrant Securities, including, without limitation, the right [to vote or] to receive payments of [dividends or distributions of any kind] [principal of (and premium, if any) or interest, if any, on the Warrant Securities or to enforce any of the covenants of the Indenture.] This Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent. Dated as of __________, 19__ BANK OF BOSTON CORPORATION By _______________________ Attest: __________________________ Countersigned: __________________________ As Warrant Agent: By _______________________ AUTHORIZED SIGNATURE -------------------- EX-4.H 4 DEPOSIT AGREEMENT 1 ================================================================================ BANK OF BOSTON CORPORATION, ________________________, As Depositary AND THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN _________________ DEPOSIT AGREEMENT Dated as of ____________ , ___199_ ================================================================================ 1 2 TABLE OF CONTENTS
Page ARTICLE I Definitions ..................................................... 1 ARTICLE II Form of Receipts, Deposit of Stock, Execution and Delivery, Transfer, Surrender and Redemption of Receipts SECTION 2.01. Form and Transfer of Receipts .................... 3 SECTION 2.02. Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof ................. 4 SECTION 2.03. Registration of Transfer of Receipts ............. 5 SECTION 2.04. Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Stock ........................ 5 SECTION 2.05. Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts ................................ 7 SECTION 2.06. Lost Receipts, etc .............................. 7 SECTION 2.07. Cancellation and Destruction of Surrendered Receipts ....................... 7 SECTION 2.08. Conversion Rights ................................. 7 SECTION 2.09. Redemption or Exchange of Stock .................. 10 ARTICLE III Certain Obligations of Holders of Receipts and the Company SECTION 3.01. Filing Proofs, Certificates and Other Information ................................. 12 SECTION 3.02. Payment of Taxes or Other Governmental Charges ..................................... 12 SECTION 3.03. Warranty as to Stock ............................. 13 SECTION 3.04. Warranty as to Receipts .......................... 13 SECTION 3.05. Warranty as to Capital Securities or Other Preferred Stock ....................... 13 SECTION 3.06. Warrant as to Debt Securities .................... 13
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Page ARTICLE IV The Deposited Securities; Notices SECTION 4.01. Cash Distributions ................................. 14 SECTION 4.02. Distributions Other than Cash, Rights, Preferences or Privileges ..................... 14 SECTION 4.03. Subscription Rights, Preferences or Privileges ................................. 15 SECTION 4.04. Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts ........... 16 SECTION 4.05. Voting Rights ...................................... 17 SECTION 4.06. Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc ........................ 17 SECTION 4.07. Delivery of Reports ................................ 18 SECTION 4.08. Lists of Receipt Holders ........................... 18 ARTICLE V The Depositary, the Depositary's Agents, the Registrar and the Company SECTION 5.01. Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar ..................................... 18 SECTION 5.02. Prevention of or Delay in Performance by the Depositary, the Depositary's Agents, the Registrar or the Company .......... 19 SECTION 5.03. Obligations of the Depositary, the Depositary's Agents, the Registrar and the Company ............................... 20 SECTION 5.04. Resignation and Removal of the Depositary; Appointment of Successor Depositary ........... 21 SECTION 5.05. Corporate Notices and Reports ...................... 22 SECTION 5.06. Indemnification by the Company ..................... 22 SECTION 5.07. Charges and Expenses ............................... 22 ARTICLE VI Amendment and Termination SECTION 6.01. Amendment .......................................... 23 SECTION 6.02. Termination ........................................ 23
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Page ARTICLE VII Miscellaneous SECTION 7.01. Counterparts ........................................ 24 SECTION 7.02. Exclusive Benefit of Parties ........................ 24 SECTION 7.03. Invalidity of Provisions ............................ 24 SECTION 7.04. Notices ............................................. 24 SECTION 7.05. Depositary's Agents ................................. 25 SECTION 7.06. Holders of Receipts Are Parties ..................... 25 SECTION 7.07. Governing Law ....................................... 25 SECTION 7.08. Inspection of Deposit Agreement ..................... 26 SECTION 7.09. Headings ............................................ 26 Form of Depositary Shares Form of Face of Receipt ............................................ A-1 Form of Reverse of Receipt.......................................... A-2
iii 5 DEPOSIT AGREEMENT dated as of ________________ ___, 199_, among BANK OF BOSTON CORPORATION, a Massachusetts corporation (the "Company"), _______________________, a _________________ _____________________, and the holders from time to time of the Receipts described herein. WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of [specify designation of series of preferred stock], of BANK OF BOSTON CORPORATION with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Receipts evidencing Depositary Shares in respect of the Stock so deposited; and WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement; NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows: ARTICLE I Definitions ----------- The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Deposit Agreement: "Capital Securities" means any securities issued by the Company which consist of any one of the following: (i) Common Stock, (ii) Perpetual Preferred Stock, or (iii) other capital securities of the Company acceptable to the Company's Primary Federal Regulator. Capital Securities may have such terms, rights and preferences as may be determined by the Company. "Certificate" shall mean the Certificate of Vote of Directors Establishing a Series of a Class of Stock filed with the Secretary of State of the Commonwealth of Massachusetts establishing the Stock as a series of preferred stock of the Company. "Common Stock" shall mean the common stock, par value $2.25 per share, of the Company or any security into which the Common Stock may have been changed. "Company" shall mean Bank of Boston Corporation, a Massachusetts corporation, and its successors. "Debt Securities" shall mean the senior or subordinated debt securities of the Company issued in one or more series pursuant to the Indentures. 1 6 "Deposit Agreement" shall mean this Deposit Agreement, as amended or supplemented from time to time. "Depositary" shall mean ______________________, and any successor as Depositary hereunder. "Depositary Shares" shall mean Depositary shares, each representing [specify fraction] of a share of Stock and evidenced by a Receipt. "Depositary's Agent" shall mean an agent appointed by the Depositary pursuant to Section 7.05. "Depositary's Office" shall mean the principal office of the Depositary, at which at any particular time its depositary receipt business shall be administered. "Indentures" shall mean the Indentures relating to the Debt Securities of the Company, each dated as of June 15, 1992 and each between the Company and Norwest Bank Minnesota, National Association, as trustee. "Perpetual Preferred Stock" means any stock of any class or series of the Company which has a preference over Common Stock in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and which is not mandatorily redeemable or repayable by the Company, or redeemable or repayable as the option of the holder of such stock, otherwise than in shares of Common Stock or Perpetual Preferred Stock of another class of series or with the proceeds of the sale of Common Stock or Perpetual Preferred Stock. "Primary Federal Regulator" means the Company's primary federal banking regulator (which at the date of this Agreement is the Board of Governors of the Federal Reserve System), or any successor body or institution performing substantially the same regulatory function with respect to the Company and the adequacy of its capital as said Board of Governors performs on the date hereof. "Receipt" shall mean one of the Depositary Receipts, substantially in the form set forth as Exhibit A hereto, issued hereunder, whether in definitive or temporary form and evidencing the number of Depositary Shares held of record by the record holder of such Depositary Shares. "record holder" or "holder" as applied to a Receipt shall mean the person in whose name a Receipt is registered on the books of the Depositary maintained for such purpose. "Registrar" shall mean the Depositary or such other bank or trust company which shall be appointed to register ownership and transfers of Receipts as herein provided. "Securities Act" shall mean the Securities Act of 1933, as amended. 2 7 "Stock" shall mean shares of the Company's __________ Preferred Stock, Series ____, $_______ liquidation preference per share. ARTICLE II Form of Receipts, Deposit of Stock, Execution and Delivery, Transfer, Surrender and Redemption of Receipts ------------------------------------ SECTION 2.01. FORM AND TRANSFER OF RECEIPTS. Definitive Receipts shall be engraved or printed or lithographed on steel-engraved borders, with appropriate insertions, modifications and omissions, as hereinafter provided. Pending the preparation of definitive Receipts, the Depositary, upon the written order of the Company or any holder of Stock, as the case may be, delivered in compliance with Section 2.02, shall execute and deliver temporary Receipts which are printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the persons executing such Receipts may determine, as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Company and the Depositary will cause definitive Receipts to be prepared without unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the temporary Receipts at an office described in the penultimate paragraph of Section 2.02, without charge to the holder. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary shall execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts. Such exchange shall be made at the Company's expense and without any charge therefor. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this Agreement, and with respect to the Stock, as definitive Receipts. Receipts shall be executed by the Depositary by the manual signature of a duly authorized officer of the Depositary; provided, that such signature may be a facsimile if a Registrar for the Receipts (other than the Depositary) shall have been appointed and such Receipts are countersigned by a duly authorized officer of the Registrar. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed manually by a duly authorized officer of the Depositary or, if a Registrar for the Receipts (other than the Depositary) shall have been appointed, by manual or facsimile signature of a duly authorized officer of the Depositary and countersigned by a duly authorized officer of such Registrar. The Depositary shall record on its books each Receipt so signed and delivered as hereinafter provided. 3 8 Receipts shall be in denominations of any number of whole Depositary Shares. Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange upon which the Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject. Title to Depositary Shares evidenced by a Receipt which is properly endorsed or accompanied by a properly executed instrument of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of a Receipt shall be registered on the books of the Depositary as provided in Section 2.03, the Depositary may, notwithstanding any notice to the contrary, treat the record holder thereof at such time as the absolute owner thereof for the purpose of determining the person entitled to distributions of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes. SECTION 2.02 DEPOSIT OF STOCK; EXECUTION AND DELIVERY OF RECEIPTS IN RESPECT THEREOF. Subject to the terms and conditions of this Deposit Agreement, the Company or any holder of Stock may from time to time deposit shares of the Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for the Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, and together with a written order of the Company or such holder, as the case may be, directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the number of Depositary Shares representing such deposited Stock. Deposited Stock shall be held by the Depositary at the Depositary's office or at such other place or places as the Depositary shall determine. Upon receipt by the Depositary of a certificate or certificates for Stock deposited in accordance with the provisions of this Section, together with the other documents required as above specified, and upon recordation of the Stock on the books of the Company in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver, to or upon the order of the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section, a Receipt or Receipts for the number of Depositary Shares representing the Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary's Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery. 4 9 SECTION 2.03. REGISTRATION OF TRANSFER OF RECEIPTS. Subject to the terms and conditions of this Deposit Agreement, the Depositary shall register on its books from time to time transfers of Receipts upon any surrender thereof by the holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the person entitled thereto. SECTION 2.04. SPLIT-UPS AND COMBINATIONS OF RECEIPTS; SURRENDER OF RECEIPTS AND WITHDRAWAL OF STOCK. Upon surrender of a Receipt or Receipts at the Depositary's Office or at such other offices as it may designate for the purpose of effecting a split-up or combination of such Receipt or Receipts, and subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute and deliver a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered. Any holder of a Receipt or Receipts representing any number of whole shares of Stock may withdraw the Stock and all money and other property, if any, represented thereby by surrendering such Receipt or Receipts, at the Depositary's Office or at such other offices as the Depositary may designate for such withdrawals. Thereafter, without unreasonable delay, the Depositary shall deliver to such holder or to the person or persons designated by such holder as hereinafter provided, the number of whole shares of Stock and all money and other property, if any, represented by the Receipt or Receipts so surrendered for withdrawal, but holders of such whole shares of Stock will not thereafter be entitled to deposit such Stock hereunder or to receive Depositary Shares therefor. If a Receipt delivered by the holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of Stock to be so withdrawn, the Depositary shall at the same time, in addition to such number of whole shares of Stock and such money and other property, if any, to be so withdrawn, deliver to such holder, or upon his order, a new Receipt evidencing such excess number of Depositary Shares. Delivery of the Stock and money and other property being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate. If the Stock and the money and other property being withdrawn are to be delivered to a person or persons other than the record holder of the Receipt or Receipts being surrendered for withdrawal of Stock, such holders shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered by such holder for withdrawal of such shares of Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer in blank. Delivery of the Stock and the money and other property, if any, represented by Receipts surrendered for withdrawal shall be made by the Depositary at the Depositary's Office, except that, at the request, risk and expense of the holder surrendering such Receipt or Receipts 5 10 and for the account of the holder thereof, such delivery may be made at such other place as may be designated by such holder. SECTION 2.05. LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND EXCHANGE OF RECEIPTS. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary's Agents or the Company may require payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any charges or expenses payable by the holder of a Receipt pursuant to Section 5.07, may require the production of evidence satisfactory to it as to the identity and genuineness of any signature and may also require compliance with such regulations, if any, as the Depositary or the Company may establish consistent with the provisions of this Deposit Agreement. The deposit of Stock may be refused, the delivery of Receipts against Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Company is closed or (ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary's Agents or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or under any provision of this Deposit Agreement. SECTION 2.06. LOST RECEIPTS, ETC. In case any receipt shall be mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute and deliver a Receipt of like form and tenor in exchange and substitution for such mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or stolen Receipt, upon (i) the filing by the holder thereof with the Depositary of evidence satisfactory to the Depositary of such destruction or loss or theft of such Receipt, of the authenticity thereof and of his or her ownership thereof and (ii) the furnishing of the Depositary with reasonable indemnification satisfactory to it. SECTION 2.07. CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS. All Receipts surrendered to the Depositary or any Depositary's Agent shall be cancelled by the Depositary. Except as prohibited by applicable law or regulation, the Depositary is authorized to destroy all Receipts so cancelled. SECTION 2.08. CONVERSION RIGHTS. Receipts may be surrendered with written instructions to the Depositary to instruct the Company to cause the conversion of any specified number of whole or fractional shares of Stock represented by the Depositary Shares evidenced by such Receipts into the number of whole shares of Capital Securities or other preferred stock obtained by dividing the aggregate liquidation preference of such Depositary Shares by the Conversion Price (as such term is defined in the Certificate) then in effect, as such Conversion Price may be adjusted by the Company from time to time as provided in the Certificate. Subject to the terms and conditions of this Deposit 6 11 Agreement and the fractional shares of Stock may surrender such Receipt or Receipts to the Depositary at the Depositary's Office or to such office or to such Depositary's Agents as the Depositary may designate for such purpose, together with (i) a notice of conversion thereof duly completed and executed (a "Notice of Conversion"), and (ii) any payment in respect of dividends required by the fourth paragraph of this Section 2.08, thereby directing the Depositary to instruct the Company to cause the conversion of the number of shares or fractions thereof of underlying Stock specified in such Notice of Conversion into whole shares of Capital Securities or other preferred stock. In the event that a holder delivers to the Depositary for conversion a Receipt or Receipts which in the aggregate are convertible into less than one whole share of Capital Securities or other preferred stock or any number of whole shares of Capital Securities or other preferred stock plus an excess constituting less than one whole share of Capital Securities or other preferred stock, the holder shall receive payment in lieu of such fractional shares of Capital Securities or other preferred stock otherwise issuable in accordance with the last paragraph of this Section 2.08. If more than one Receipt shall be delivered for conversion at one time by the same holder, the number of whole shares of Capital Securities or other preferred stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of Receipts so delivered. Upon receipt by the Depositary of a Receipt or Receipts, together with a Notice of Conversion, duly completed and executed, directing the Depositary to instruct the Company to cause the conversion of a specified number of shares or fractions thereof of Stock, the Depositary shall, on the date of receipt of such Notice of Conversion, instruct the Company (i) to cause the conversion of the Depositary Shares evidenced by the Receipts so surrendered for conversion as specified in the written Notice of Conversion to the Depositary and (ii) to cause the delivery to the holder or holders of such Receipts of a certificate or certificates evidencing the number of whole shares of Capital Securities or other preferred stock, and the amount of money, if any, to be delivered to the holders of Receipts surrendered for conversion in payment of any fractional shares of Capital Securities or other preferred stock otherwise issuable. The Company shall, as promptly as practicable after receipt thereof, cause the delivery to such holder or holders of (i) a certificate or certificates evidencing the number of whole shares of Capital Securities or other preferred stock into which the Stock represented by the Depositary Shares evidenced by such Receipt or Receipts has been converted, and (ii) any money or other property to which the holder or holders are entitled. The person or persons in whose name or names any certificate or certificates for shares of Capital Securities or other preferred 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 the close of business on the date such Receipt or Receipts shall have been surrendered to and a Notice of Conversion received by the Depositary, unless the stock transfer books of the Company shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record on the next succeeding day on which such stock transfer books are open. Upon such conversion, the Depositary (i) shall deliver to the holder a Receipt evidencing the number of Depositary Shares, if any, which such holder has elected not to convert in excess of the number of Depositary Shares representing Stock which has been so converted, (ii) shall cancel the Depositary Shares evidenced by Receipts surrendered for conversion and (iii) shall deliver for cancellation to the transfer 7 12 agent for the Stock the shares represented by the Depositary Shares evidenced by the Receipts so surrendered and so converted. If any Stock shall be called by the Company for redemption or exchange, the Depositary Shares representing such Stock may be converted into Capital Securities or other preferred stock as provided in this Deposit Agreement until and including, but not after, the close of business on the Redemption Date or the Exchange Date (each as defined below) unless the Company shall default in making payment of the amount payable upon such redemption. Upon receipt by the Depositary of a Receipt or Receipts representing any Stock called for redemption or exchange, together with a properly completed and executed Notice of Conversion, the shares of Stock held by the Depositary represented by such Depositary Shares for which conversion is requested shall be deemed to have been received by the Company for conversion. Upon any conversion of the Stock underlying the Depositary Shares, no allowance, adjustment or payment shall be made with respect to accrued dividends upon such Stock except that if any holder of a Receipt surrenders such Receipt with instructions to the Depositary for conversion of the underlying Stock evidenced thereby during the period between the opening of business on any dividend record date and the close of business on the corresponding dividend payment date (except shares called for redemption or exchange on a Redemption Date or Exchange Date during such period), such Receipt must be accompanied by a payment equal to the dividend thereon, if any, which the holder of record of such Receipt is entitled to receive on such dividend payment date in respect of the underlying Stock to be converted. Upon the conversion of any shares of Stock for which a Notice of Conversion has been received by the Depositary, all dividends in respect of such Depositary Shares shall cease to accrue, such Depositary Shares shall be deemed no longer outstanding, all rights of the holder of the Receipt with respect to such Depositary Shares (except the right to receive the Capital Securities or other preferred stock, any cash payable with respect to any fractional shares of Capital Securities or other preferred stock as provided herein and any cash payable on account of accrued dividends in respect of the Stock so converted and any Receipts evidencing Depositary Shares not so converted) shall terminate, and the Receipt evidencing such Depositary Shares shall be cancelled in accordance with Section 2.07 hereof. No fractional shares of Capital Securities or other preferred stock shall be issuable upon conversion of Stock underlying the Depositary Shares. If, except for the provisions of this Section 2.08 and the Certificate, any holder of Receipts surrendered with instructions to the Depositary for conversion of the underlying Stock would be entitled to a fractional share of Capital Securities or other preferred stock upon such conversion, the Company shall cause to be delivered to such holder an amount in cash for such fractional share determined in accordance with the Certificate.] SECTION 2.09. REDEMPTION OR EXCHANGE OF STOCK. Whenever the Company shall be permitted and shall elect to redeem or exchange shares of Stock in accordance with the provisions of the Certificate, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary not less than 10 days' and not more than 60 days' notice of the date of such proposed redemption 8 13 or exchange of Stock and of the number of such shares held by the Depositary to be so redeemed or exchanged and (i) the applicable redemption price or (ii) the class and stated value or tenor and aggregate principal amount of Capital Securities or Debt Securities to be issued in exchange, as set forth in the Certificate, which notice shall be accompanied by a certificate from the Company stating that such redemption or exchange of Stock is in accordance with the provisions of the Certificate. On the date of such redemption or exchange, provided that the Company shall then have paid or caused to be paid in full to the Depositary the redemption price of the Stock to be redeemed or the Capital Securities or Debt Securities to be issued in exchange for stock to be exchanged, plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for redemption or exchange, in accordance with the provisions of the Certificate, the Depositary shall redeem the number of Depositary Shares representing such Stock. The Depositary shall mail notice of the Company's redemption or exchange of Stock and the proposed simultaneous redemption or exchange of the number of Depositary Shares representing the Stock to be redeemed or exchanged by first-class mail, postage prepaid, not less than 10 and not more than 60 days prior to the date fixed for redemption or exchange of such Stock and Depositary Shares (the "Redemption Date" or the "Exchange Date", respectively), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed or exchanged, at the addresses of such holders as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption or exchange of Depositary Shares to one or more such holders nor any defect in any notice of redemption or exchange of Depositary Shares to one or more such holders shall affect the sufficiency of the proceedings for redemption or exchange as to the other holders. Each such notice shall state: (i) the Redemption Date or Exchange Date; (ii) the number of Depositary Shares to be redeemed or exchanged and, if less than all the Depositary Shares held by any such holder are to be redeemed or exchanged, the number of such Depositary Shares held by such holder to be so redeemed or exchanged; (iii) (a) the redemption price or (b) the class and stated value or tenor and aggregate principal amount of Capital Securities or Debt Securities to be issued in exchange; (iv) the place or places where Receipts evidencing Depositary Shares are to be surrendered for payment of the redemption price; (v) the then current conversion price; and (vi) that dividends in respect of the Stock represented by the Depositary Shares to be redeemed or exchanged will cease to accrue on such Redemption Date or Exchange Rate. In case less than all the outstanding Depositary Shares are to be redeemed or exchanged, the Depositary Shares to be so redeemed or exchanged shall be selected by the Depositary by lot or pro rata (as nearly as may be) or by any other method, in each case, as determined by the Company in its sole discretion to be equitable. Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to provide the funds or Capital Securities or Debt Securities necessary to redeem or exchange the Stock evidenced by the Depositary Shares called for redemption or exchange) (i) dividends on the shares of Stock so called for Redemption or exchange shall cease to accrue from and after such date, (ii) the Depositary Shares being redeemed or exchanged from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the Redemption Price) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption or exchange notice of the Receipts evidencing any such Depositary Shares called for redemption or exchange (properly endorsed or assigned for transfer, in the Depositary or applicable law shall so require), such Depositary 9 14 Shares shall be redeemed or exchanged by the Depositary at a redemption price per Depositary Share equal to [specify fraction] of the redemption price per share or market value of Capital Securities or Debt Securities per Depositary Share paid in respect of the shares of Stock so redeemed or exchanged plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Company in respect of dividends which on the Redemption Date or Exchange Date have accumulated on the shares of Stock to be so redeemed or exchanged and have not therefore been paid. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption or exchange, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the redemption payment or Capital Securities or Debt Securities issued upon exchange, a new Receipt evidencing the Depositary Shares evidenced by such prior receipt and not called for redemption or exchange. ARTICLE III Certain Obligations of Holders of Receipts and the Company ----------------------------------- SECTION 3.01. FILING PROOFS, CERTIFICATES AND OTHER INFORMATION. Any holder of a Receipt may be required from time to time to file such proof of residence, or other matters or other information, to execute such certificates and to make such representations and warranties as the Depositary or the Company may reasonably deem necessary or proper. The Depositary or the Company may withhold the delivery, or delay the registration of transfer, redemption or exchange, of any Receipt or the withdrawal or conversion of the Stock represented by the Depositary Shares evidenced by any Receipt or the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof or other information is filed or such certificates are executed or such representations and warranties are made. SECTION 3.02. PAYMENT OF TAXES OR OTHER GOVERNMENTAL CHARGES. Holders of Receipts shall be obligated to make payments to the Depositary of certain charges and expenses, as provided in Section 5.07. Registration of transfer of any Receipt or any withdrawal of Stock and all money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused until any such payment due is made, and any dividends, interest payments or other distributions may be withheld or any part of or all the Stock or other property represented by the Depositary Shares evidenced by such Receipt and not theretofore sold may be sold for the account of the holder thereof (after attempting by reasonable means to notify such holder prior to such sale), and such dividends, interest payments or other distributions or the proceeds of any such sale may be applied to any 10 15 payment of such charges or expenses, holder of such Receipt remaining liable for any deficiency. SECTION 3.03. WARRANTY AS TO STOCK. The Company hereby represents and warrants that the Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable, subject to Massachusetts General Laws, Chapter 156B, Section 45. Such representation and warranty shall survive the deposit of the Stock and the issuance of Receipts. SECTION 3.04. WARRANTY AS TO RECEIPTS. The Company hereby represents and warrants that the Receipts, when issued, will represent legal and valid interests in the Stock. Such representation and warranty shall survive the deposit of the Stock and the issuance of Receipts. SECTION 3.05. WARRANTY AS TO CAPITAL SECURITIES OR OTHER PREFERRED STOCK. The Company hereby represents and warrants that the Capital Securities or other preferred stock issued upon conversion of the Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable, subject to Massachusetts General Laws, Chapter 156B, Section 45. Such representation and warranty shall survive the conversion of the Stock into such Capital Securities or other preferred stock. SECTION 3.06. WARRANT AS TO DEBT SECURITIES. The Company hereby represents and warrants that (i) Debt Securities issued upon exchange of the Stock, when issued, will be duly authorized and, when such Debt Securities are duly executed, authenticated and delivered in the manner provided for in the applicable Indenture, such Debt Securities will constitute valid and binding obligations of the Company entitled to the benefits of the applicable Indenture and enforceable against the Company in accordance with their terms, and (ii) the applicable Indenture has been duly authorized by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except in each case as enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the availability of equitable remedies. Such representation and warranty shall survive the exchange of the Stock for such Debt Securities. ARTICLE IV The Deposited Securities; Notices --------------------------------- 11 16 SECTION 4.01. CASH DISTRIBUTIONS. Whenever the Depositary shall receive any cash dividend or other cash distribution on Stock, the Depositary shall, subject to Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; PROVIDED, HOWEVER, that in case the Company or the Depositary shall be required to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Stocks an amount on account of taxes, the amount made available for distribution or distributed in respect of Depositary Shares shall be reduced accordingly. The Depositary shall distribute or make available for distribution, as the case may be, only such amount, however, as can be distributed without attributing to any holder of Depositary Shares a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next sum received by the Depositary for distribution to record holders of Receipts then outstanding. SECTION 4.02. DISTRIBUTIONS OTHER THAN CASH, RIGHTS, PREFERENCES OR PRIVILEGES. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Stock, the Depositary shall, subject to Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions. SECTION 4.03. SUBSCRIPTION RIGHTS, PREFERENCES OR PRIVILEGES. If the Company shall at any time offer or cause to be offered to the persons in whose names Stock is recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holder of Receipts 12 17 in such manner as the Depositary may determine, either by the issue to such record holders of warrants representing such rights, preferences or privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Company; provided, however, that (i) if at the time of issue or offer of any such rights, preferences or privileges the Depositary determines that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to holders of Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Company, in any case where the Depositary has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges permit such transfer, sell such rights, preferences or privileges at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees with the Depositary that it will file promptly a registration statement pursuant to such Act with respect to such rights, preferences or privileges and securities and use its best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such registration statement shall have become effective, or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act, and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees with the Depositary that the Company will use its reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. SECTION 4.04. NOTICE OF DIVIDENDS, ETC.; FIXING RECORD DATE FOR HOLDERS OF RECEIPTS. Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time be offered, with respect to Stock, or whenever the Depositary shall receive notice of any meeting at which holders of Stock are entitled to vote or of which holders of Stock are entitled to notice, or whenever the Depositary and the Company shall decide it is appropriate, the Depositary shall in each such instance fix a record date (which shall be the same date as the 13 18 record date fixed by the Company with respect to or otherwise in accordance with the terms of the Stock) for the determination of the holders of Receipts who shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting, or who shall be entitled to notice of such meeting or for any other appropriate reasons. SECTION 4.05. VOTING RIGHTS. Upon receipt of notice of any meeting at which the holders of Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice which shall contain (i) such information as is contained in such notice of meeting and (ii) a statement that the holders may, subject to any applicable restrictions, instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Company) and a brief statement as to the manner in which such instructions may be given. Upon the written request of the holders of Receipts on the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of whole shares of Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions are received. The Company hereby agrees to take all reasonable action which may be deemed necessary by the Depositary in order to enable the Depositary to vote such Stock or cause such Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will not vote (but, at its discretion, may appear at any meeting with respect to such Stock unless directed to the contrary by the holders of all the Receipts) to the extent of the Stock represented by the Depositary Shares evidenced by such Receipt. SECTION 4.06. CHANGES AFFECTING DEPOSITED SECURITIES AND RECLASSIFICATIONS, RECAPITALIZATIONS, ETC. Upon any change in par or stated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Company in the fraction of an interest represented by one Depositary Share in one share of Stock as may be necessary fully to reflect the effects of such change in par or stated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par or stated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to 14 19 convert,exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts might have been converted or for which such Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction. SECTION 4.07. DELIVERY OF REPORTS. The Depositary shall furnish to holders of Receipts any reports and communications received from the Company which are received by the Depositary as the holder of Stock. SECTION 4.08. LISTS OF RECEIPT HOLDERS. Promptly upon request from time to time by the Company, the Depositary shall furnish to it a list, as of the most recent practicable date, of the names, addresses and holdings of Depositary Shares of all record holders of Receipts. ARTICLE V The Depositary, the Depositary's Agents, the Registrar and the Company ------------------------------------- SECTION 5.01. MAINTENANCE OF OFFICES, AGENCIES AND TRANSFER BOOKS BY THE DEPOSITARY; REGISTRAR. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books at all reasonable times shall be open for inspection by the record holders of Receipts; PROVIDED that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by the Receipts. The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national stock exchanges, the Depositary will appoint a Registrar 15 20 (acceptable to the Comapny) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such stock are listed on one or more other stock exchanges, the Depositary will, at the request of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such stock as may be required by law or applicable stock exchange regulation. SECTION 5.02. PREVENTION OF OR DELAY IN PERFORMANCE BY THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR OR THE COMPANY. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall incur any liability to any holder of any Receipt if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary's Agent or the Registrar, by reason of any provision, present or future, of the Company's Articles of Organization, as amended (including the Certificate) or by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, the Depositary's Agent, the Registrar or the Company shall be prevented or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing which the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary's Agent, any Registrar or the Company incur liability to any holder of a Receipt (i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement shall provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement except, in the case of any such exercise or failure to exercise discretion not caused as aforesaid, if caused by the negligence or willful misconduct of the party charged with such exercise or failure to exercise. SECTION 5.03. OBLIGATIONS OF THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement to holders of Receipts other than for its negligence, willful misconduct or bad faith. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be under, any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent 16 21 to give such information. The Depositary, any Depositary's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the shares of stock or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company and hold it harmless from any loss, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed or omitted by the Depositary or the Depositary's Agents in connection with this Agreement due to its or their negligence, willful misconduct or bad faith. The indemnification obligations of the Depositary set forth in this Section 5.03 shall survive any termination of this Agreement and any succession of any Depositary. The Depositary, the Depositary's Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. SECTION 5.04. RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR DEPOSITARY. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and 17 22 deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary. SECTION 5.05. CORPORATE NOTICES AND REPORTS. The Company agrees that it will transmit to the record holders of Receipts, in each case at the addresses furnished to it pursuant to Section 4.08, all notices and reports (including without limitation financial statements) required by law or by the rules of any national securities exchange upon which the Stock, the Depositary Shares or the Receipts are listed, to be furnished to the record holders of Receipts. Such transmission will be at the Company's expense. SECTION 5.06. INDEMNIFICATION BY THE COMPANY. The Company shall indemnify the Depositary, any Depositary's Agent and any Registrar against, and hold each of them harmless from, any loss, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed or omitted in connection with this Agreement and the Receipts by the Depositary, any Registrar or any of their respective agents (including any Depositary's Agent), except for any liability arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Company set forth in this Section 5.06 shall survive any succession of any Depositary, Registrar or Depositary's Agent. SECTION 5.07. CHARGES AND EXPENSES. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Company shall pay all charges of the Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares, all withdrawals of shares of the Stock by owners of Depositary Shares, and any redemption or exchange of the Stock at the option of the Company. All other transfer and other taxes and governmental charges shall be at the expense of holders of Depositary Shares. If, at the request of a holder of Receipts, the Depositary incurs charges or expenses for which it is not otherwise liable hereunder, such holder will be liable for such charges and expenses. All other charges and expenses of the Depositary and any Depositary's Agent hereunder and of any Registrar (including, in each case, reasonable fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be paid upon consultation and agreement between the Depositary and the Company as to the amount and nature of such charges and expenses. The Depositary shall present its statement for charges and expenses to the Company at such intervals as the Company and the Depositary may agree. 18 23 ARTICLE VI Amendment and Termination ------------------------- SECTION 6.01. AMENDMENT. The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary in any respect which they may deem necessary or desirable; provided, however, that no such amendment (other than any change in the fees of any Depositary, Registrar or Transfer Agent, which shall go into effect not sooner than three months after notice thereof to the holders of the Receipts) which shall materially and adversely alter the rights of the holders of Receipts shall be effective unless such amendment shall have been approved by the holders of at least a majority of the Depositary Shares then outstanding. Every holder of an outstanding Receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such receipt, to consent and agree to such amendment and to be bound by the Depositary Agreement as amended thereby. SECTION 6.02. TERMINATION. This Agreement may be terminated by the Company at any time upon not less than 60 days prior written notice to the Depositary, in which case, upon a day that is not later than 30 days after the date of such notice, the Depositary shall deliver or make available for delivery to such record holder, upon surrender of the Receipt or Receipts held by such record holder, such number of whole or fractional shares of stock represented by such Receipt or Receipts. If the record holder of any Receipt or Receipts shall not have so surrendered such Receipt or Receipts in exchange for whole or fractional shares of Stock on or prior to the effective date of termination of this Agreement, such record holder shall for all purposes, including the payment of dividends, be deemed to be a record holder of the appropriate number of whole or fractional shares of Stock previously represented by such Receipt or Receipts and shall thereafter surrender to the Company such Receipt or Receipts in exchange for whole or fractional shares of Stock. This Agreement shall automatically terminate after [(i) all outstanding Depositary Shares have been redeemed pursuant to Section 2.09, (ii) each share of Stock shall have been converted into or exchanged for, as the case may be, shares of Capital Securities, other preferred stock or Debt securities and (iii)] there shall have been made a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution shall have been distributed to the holders of Depositary Shares pursuant to Section 4.01 or 4.02, as applicable. Upon the termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.06 and 5.07. ARTICLE VII 19 24 Miscellaneous ------------- SECTION 7.01. COUNTERPARTS. This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. SECTION 7.02. EXCLUSIVE BENEFIT OF PARTIES. This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever. SECTION 7.03. INVALIDITY OF PROVISIONS. In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby. SECTION 7.04. NOTICES. Any and all notices to be given to the Company hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram or facsimile transmission confirmed by letter, addressed to the Company at Bank of Boston Corporation 100 Federal Street, Mail Stop 01-24-07 Boston, Massachusetts 02110 Attention: Clerk Facsimile No.: (617) 434-7980 or at any other address of which the Company shall have notified the Depositary in writing. Any and all notices to be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram or facsimile transmission confirmed by letter, addressed to the Depositary at the Depositary's Office, at_______________________, or at any other address of which the Depositary shall have notified the Company in writing. Any and all notices to be given to any record holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram or facsimile transmission confirmed by letter, addressed to such record holder at the address of such record holder as it appears on the books of the Depositary, or if such holder shall have filed with the Depositary a written request that 20 25 notices intended for such holder be mailed to some other address, at the address designated in such request. Delivery of a notice sent by mail or by telegram or facsimile transmission shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a telegram or facsimile transmission) is deposited, postage prepaid, in a post office letter box. The Depositary or the Company may, however, act upon any telegram or facsimile transmission received by it from the other or from any holder of a Receipt, notwithstanding that such telegram or facsimile transmission shall not subsequently be confirmed by letter or as aforesaid. SECTION 7.05. DEPOSITARY'S AGENTS. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action. The Company hereby also appoints the Depositary as Registrar and Transfer Agent in respect of the Receipts and the Depositary hereby accepts such appointments. SECTION 7.06. HOLDERS OF RECEIPTS ARE PARTIES. The holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. SECTION 7.07. GOVERNING LAW. This Deposit Agreement and the Receipts and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts. SECTION 7.08. INSPECTION OF DEPOSIT AGREEMENT. Copies of this Deposit Agreement shall be filed with the Depositary and the Depositary's Agents and shall be open to inspection during business hours at the Depositary's Office and the respective offices of the Depositary's Agents, if any, by any holder of a Receipt. SECTION 7.09. HEADINGS. The headings of articles and sections in this Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto have been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or the Receipts or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts. IN WITNESS WHEREOF, the Company and the Depositary have duly executed this Agreement as of the day and year first above set forth, and all holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof. 21 26 BANK OF BOSTON CORPORATION Attested by _____________________________ by______________________ [SEAL] Attested by[Name of Depositary] ______________________________ by______________________ [SEAL] 22 27 EXHIBIT A [FORM OF FACE OF RECEIPT] NUMBER DEPOSITARY SHARES CERTIFICATE FOR ____________ DEPOSITARY SHARES TDR DEPOSITORY RECEIPT FOR DEPOSITARY SHARES, REPRESENTING [TITLE OF] PREFERRED STOCK OF BANK OF BOSTON CORPORATION CUSIP _________ INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS SEE REVERSE FOR CERTAIN DEFINITIONS ______________________, as Depositary (the "Depositary"), hereby certifies that is the registered owner of DEPOSITARY SHARES ("Depositary Shares"), each Depositary Share representing [specify fraction] of one share of _______ Preferred Stock (the "Stock"), of Bank of Boston Corporation, a Massachusetts corporation (the "Corporation"), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of ______________, 199__ (the "Deposit Agreement"), between the Corporation and the Depositary. By accepting this Depositary Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by a duly authorized officer thereof. Dated: [Countersigned: _______________ ______________________ Depositary Registrar By By Authorized Officer Authorized Officer] A-1 28 [FORM OF REVERSE OF RECEIPT] BANK OF BOSTON CORPORATION BANK OF BOSTON CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING A SERIES OF A CLASS OF STOCK OF THE [TITLE OF] PREFERRED STOCK OF BANK OF BOSTON CORPORATION. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT. _____________________ For value received, ____________________ hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _________________________________________________________________ _________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE _________________________________________________________________ ________________________________________________Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint ______________________ Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated________________ __________________________________ NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatever. SIGNATURE GUARANTEED _____________________ Return this form and job to the Coordinator on duty. EX-5 5 OPINION OF GARY SPIESS 1 EXHIBIT 5 March 8, 1994 Bank of Boston Corporation 100 Federal Street Boston, Massachusetts 02110 Re: BANK OF BOSTON CORPORATION - REGISTRATION STATEMENT ON FORM S-3 RELATING TO $1,500,000,000 OF DEBT AND EQUITY SECURITIES, INCLUDING SENIOR AND SUBORDINATED DEBT SECURITIES, PREFERRED STOCK, COMMON STOCK, WARRANTS TO PURCHASE DEBT SECURITIES, PREFERRED STOCK AND COMMON STOCK, AND CAPITAL SECURITIES Ladies and Gentlemen: This opinion is rendered to you in connection with the filing today by Bank of Boston Corporation, a Massachusetts corporation, (the "Corporation") of its Registration Statement on Form S-3 (the "Registration Statement") with the Securities and Exchange Commission relating to the registration of $1,500,000,000 in the aggregate of debt and equity securities, including (i) debt securities which may be either senior (the "Senior Securities") or subordinated (the "Subordinated Securities"; and collectively with the Senior Securities, the "Debt Securities") and warrants to purchase the Debt Securities (the "Debt Warrants"); (ii) shares of preferred stock (the "Preferred Stock"), which may be issued in the form of depositary shares evidenced by depositary receipts (the "Depositary Shares"), and warrants to purchase shares of the Preferred Stock (the "Preferred Stock Warrants"); (iii) shares of common stock, par value $2.25 per share (the "Common Stock") and warrants to purchase the Common Stock (the "Common Stock Warrants") (the Debt Securities, Preferred Stock, Depositary Shares, Common Stock, Debt Warrants, Preferred Stock Warrants and Common Stock Warrants being collectively referred to herein as the "Securities"), and (iv) an indeterminate number of (a) shares of Preferred Stock (the "Additional Preferred Stock") as may be issuable upon conversion of the Preferred Stock, (b) shares of common stock, perpetual Preferred Stock or other capital securities of the Corporation acceptable to the Corporation's primary federal banking regualtor (collectively, the "Capital Securities") as may be issuable in exchange for or upon conversion of the Preferred Stock or the Subordinated Securities, (c) Debt Securities (the "Additional Debt Securities") as may be issuable in exchange for the Preferred Stock and (d) shares of Common Stock (the "Additional Common Stock") which may be issuable upon conversion or exchange of the Preferred Stock or Debt Securities, for one or more offerings to be made on a continuous or delayed basis pursuant to the provisions of Rule 415. In connection with the filing of such Registration Statement, I have been asked to give my opinion, in my capacity as General Counsel of the Corporation, as to the legality of the Securities, the Additional Preferred Stock, the Capital Securities, the Additional Debt Securities and the Additional Common Stock being registered (collectively, the "Registered Securities"). 2 Bank of Boston Corporation -2- March 8, 1994 100 Federal Street Boston, Massachusetts 02110 In rendering this opinion as General Counsel of the Corporation, I and attorneys in my office acting under my direction have participated with the Corporation and its officers in the preparation, review and filing of the Registration Statement and the related prospectus (the "Prospectus"), have examined the indenture dated as of June 15, 1992 between the Corporation and Norwest Bank Minnesota, National Association ("Norwest") relating to the Senior Securities (the "Senior Indenture") and the indenture dated as of June 15, 1992 between the Corporation and Norwest relating to the Subordinated Securities, as amended by the First Supplemental Indenture dated June 24, 1993 (together the "Subordinated Indenture"; and collectively with the Senior Indenture, the "Indentures"), have examined the other exhibits to the Reigistration Statement, have examined other corporate documents and records, have made such examination of law, and have discussed with the officers and directors of the Corporation, its subsidiaries and Norwest such questions of fact as we have deemed necessary or appropriate. We have also relied upon the certificates and statements of such officers and directors and of Norwest as to factual matters and have assumed the genuiness of all signatures not known to us as well as the authenticity of all documents submitted to us as copies. Based upon and subject to the foregoing and subject to certain proposed additional proceedings being taken as now contemplated prior to the issuance of the Registered Securities, and subject to the terms of the Registered Securities being otherwise in compliance with then applicable law, it is my opinion that: (i) The Preferred Stock, Depositary Shares and Common Stock to be issuable under the Registration Statement will have been duly authorized and reserved and upon their issuance and sale in the manner referred to in the Registration Statement will be duly issued, fully paid and non-assessable, except as provided by Section 45 of Chapter 156B of the Massachusetts General Laws ("MGL C.156B [par.] 45"); (ii) The Debt Securities, Debt Warrants, Preferred Stock Warrants and Common Stock Warrants, upon their issuance and sale in the manner referred to in the Registration Statement, will be duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Corporation enforceable in accordance with their terms, subject to bank regulatory, bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors rights or to general equity principles (regardless of whether such matters are considered in a proceeding in equity or at law) (collectively the "Limitations on Enforceability"); 3 Bank of Boston Corporation -3- March 8, 1994 100 Federal Street Boston, Massachusetts 02110 (iii) To the extent provided in the applicable Prospectus Supplement (the "Prospectus Supplement"), the Preferred Stock may be convertible into Additional Preferred Stock or exchangeable for Additional Debt Securities or Additional Common Stock, in accordance with the terms thereof and of the applicable Certificate of Vote of Directors Establishing a Series of a Class of Stock ("Certificate of Vote") and the Debt Securities may be convertible into or exchangeable for Additional Preferred Stock or Additional Common Stock; and (a) any Additional Preferred Stock or Additional Common Stock initially issuable upon conversion or exchange of the Preferred Stock or Debt Securities will have been duly authorized and reserved and when issued upon such conversion, will be duly issued, fully paid an non-assessable, except as provided by MGL C.156B [par.] 45; (b) any Additional Debt Securities initially issuable in exchange for the Preferred Stock, when issued upon such exchange, will be duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Corporation enforceable in accordance with their terms, subject to the Limitations on Enforceability; and (iv) To the extent provided in the applicable Prospectus Supplement, the Subordinated Securities and the Preferred Stock may be convertible into or exchangeable for Capital Securities, in accordance with the terms thereof, and the terms of the Subordinated Indenture or the Certificate of Vote, as applicable; and any Capital Securities initially issuable upon conversion of, or exchange for, the Subordinated Securities or the Preferred Stock, (a) to the extent such Capital Securities consist of common stock, perpetual preferred stock or other equity securities of the Corporation, will have been duly authorized and reserved and when issued upon such coversion or exchange, will be duly issued, fully paid and non-assessable, except as provided by MGL C. 156B 45; and (b) to the extent such Capital Securities consist of debt securties of the Corporation, will have been duly executed, authenticated, issued and delivered and, when issued upon such conversion or exchange, will constitute valid and legally binding obligations of the Corporation enforceable in accordance with their terms, subject to the Limitation on Enforceability. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the use of my name in the Registration Statement, the related Prospectus and any Prospectus Supplement relating thereto. Very truly yours, /s/ GARY A. SPIESS Gary A. Spiess General Counsel EX-12.B 6 COMPUTATION OF RATIO OF FIXED CHARGES 1 EXHIBIT 12(b) BANK OF BOSTON CORPORATION COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES (Including Interest on Deposits) The Corporation's ratios of earnings to fixed charges (including interest on deposits) for the five years ended December 31, 1993 were as follows:
Years Ended December 31, ---------------------------------------------------------------------------- (Dollars in thousands) 1993 1992 1991 1990 1989 ---------- ---------- ---------- ---------- ---------- Net income (loss) $ 299,026 $ 278,881 $ (113,155) $ (468,248) $ 138,114 Extraordinary items, net of tax (72,968) (7,758) (43,649) Cumulative effect of changes in accounting principles, net of tax (24,203) Income tax expense (benefit) 214,683 152,781 (57,990) 2,579 84,951 ---------- ---------- ---------- ---------- ---------- Pretax earnings (loss) 489,506 358,694 (178,903) (509,318) 223,065 ---------- ---------- ---------- ---------- ---------- Fixed charges: Portion of rental expense (net of sublease rental income) which approximates the interest factor 27,063 28,159 30,370 38,747 35,482 Interest on borrowed funds 1,719,111 1,029,054 608,552 1,229,816 1,953,723 Interest on deposits 3,586,025 2,771,873 2,731,559 3,236,691 3,357,336 ---------- ---------- ---------- ---------- ---------- Total fixed charges 5,332,199 3,829,086 3,370,481 4,505,254 5,346,541 ---------- ---------- ---------- ---------- ---------- Earnings (for ratio calculation) $ 5,821,705 $ 4,187,780 $ 3,191,578 $ 3,995,936 $ 5,569,606 ========== ========== ========== ========== ========== Total fixed charges $ 5,332,199 $ 3,829,086 $ 3,370,481 $ 4,505,254 $ 5,346,541 ========== ========== ========== ========== ========== Ratio of earnings to fixed charges 1.09 1.09 .95 .89 1.04 ========== ========== ========== ========== ==========
For purposes of computing the consolidated ratio of earnings to fixed charges "earnings" represent income (loss) before extraordinary items and cumulative effect of changes in accounting principles plus applicable income taxes and fixed charges. "Fixed charges" include gross interest expense (including interest on deposits) and the proportion deemed representative of the interest factor of rent expense, net of income from subleases. EX-12.D 7 COMPUTATION OF RATIO, PREFFERED STOCK 1 EXHIBIT 12(d) BANK OF BOSTON CORPORATION COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS (Including Interest on Deposits) The Corporation's ratios of earnings to combined fixed charges and preferred stock dividend requirements (including interest on deposits) for the five years ended December 31, 1993 were as follows:
Years Ended December 31, ---------------------------------------------------------------------------- (Dollars in thousands) 1993 1992 1991 1990 1989 ---------- ---------- ---------- ---------- ---------- Net income (loss) $ 299,026 $ 278,881 $ (113,155) $ (468,248) $ 138,114 Extraordinary items, net of tax (72,968) (7,758) (43,649) Cumulative effect of changes in accounting principles, net of tax (24,203) Income tax expense (benefit) 214,683 152,781 (57,990) 2,579 84,951 ---------- ---------- ---------- ---------- ---------- Pretax earnings (loss) $ 489,506 $ 358,694 $ (178,903) $ (509,318) $ 223,065 ========== ========== ========== ========== ========== Fixed charges: Portion of rental expense (net of sublease rental income) which approximates the interest factor $ 27,063 $ 28,159 $ 30,370 $ 38,747 $ 35,482 Interest on borrowed funds 1,719,111 1,029,054 608,552 1,229,816 1,953,723 Interest on deposits 3,586,025 2,771,873 2,731,559 3,236,691 3,357,336 ---------- ---------- ---------- ---------- ---------- Total fixed charges 5,332,199 3,829,086 3,370,481 4,505,254 5,346,541 Preferred stock dividend requirements 61,377 33,186 13,255 13,748 22,568 ---------- ---------- ---------- ---------- ---------- Total combined fixed charges and preferred stock dividend requirements $ 5,393,576 $ 3,862,272 $ 3,383,736 $ 4,519,002 $ 5,369,109 ========== ========== ========== ========== ========== Earnings (for ratio calculation) (Pretax earnings (loss) plus total fixed charges) $ 5,821,705 $ 4,187,780 $ 3,191,578 $ 3,995,936 $ 5,569,606 ========== ========== ========== ========== ========== Ratio of earnings to combined fixed charges and preferred stock dividend requirements 1.08 1.08 .94 .88 1.04 ========== ========== ========== ========== ==========
For purposes of computing the consolidated ratio of earnings to combined fixed charges and preferred stock dividend requirements "earnings" represent income (loss) before extraordinary items and cumulative effect of changes in accounting principles plus applicable income taxes and fixed charges. "Fixed charges" include gross interest expense (including interest on deposits) and the proportion deemed representative of the interest factor of rent expense, net of income from subleases. Pretax earnings required for preferred stock dividends were computed using tax rates for the applicable year. No tax adjustments were made in loss years. EX-23.A 8 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors Bank of Boston Corporation We consent to the incorporation, by reference, in the registration statement of Bank of Boston Corporation ("Corporation") on Form S-3, of our report, dated January 20, 1994, on our audits of the consolidated financial statements of Bank of Boston Corporation and Subsidiaries as of December 31, 1993, and 1992, and for each of the three years in the period ended December 31, 1993, included in the Corporation's 1993 Annual Report to Stockholders and in Exhibit 13 to the Corporation's Annual Report on Form 10-K. Our report, referred to above includes an explanatory paragraph related to the Corporation's adoption of Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," and change in its method of accounting for purchased mortgage servicing rights, effective January 1, 1993; and its adoption of Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities," effective December 31, 1993. We also consent to the reference to our firm under the caption "Experts." COOPERS & LYBRAND Boston, Massachusetts March 8, 1994 EX-25 9 FORM T-1 1 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------ ___CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A NATIONAL BANKING ASSOCIATION 41-1592157 (Jurisdiction of incorporation or (I.R.S. Employer organization if not a U.S. national Identification No.) bank) SIXTH STREET AND MARQUETTE AVENUE Minneapolis, Minnesota 55479 (Address of principal executive offices) (Zip code) ------------------------------ BANK OF BOSTON CORPORATION (Exact name of obligor as specified in its charter) MASSACHUSETTS 04-2471221 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 FEDERAL STREET BOSTON, MASSACHUSETTS 02110 (Zip code) ------------------------------ DEBT SECURITIES (Title of the indenture securities) =============================================================================== 2 Item 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency Treasury Department Washington, D.C. Federal Deposit Insurance Corporation Washington, D.C. The Board of Governors of the Federal Reserve System Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. The trustee is authorized to exercise corporate trust powers. Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the trustee, describe each such affiliation. None with respect to the trustee. No responses are included for Items 3-15 of this Form T-1 because the obligor is not in default as provided under Item 13. Item 16. LIST OF EXHIBITS. List below all exhibits filed as a part of this Statement of Eligibility. Norwest Bank incorporates by reference into this Form T-1 the exhibits attached hereto. Exhibit 1. a. A copy of Articles of Association of the trustee now in effect.* Exhibit 2. a. A copy of the certificate of authority of the trustee to commence business issued June 28, 1872, by the Comptroller of the Currency to The Northwestern National Bank of Minneapolis.* b. A copy of the certificate of the Comptroller of the Currency dated January 2, 1934, approving the consolidation of the Northwestern National Bank of Minneapolis and the Minnesota Loan and Trust Company of Minneapolis.* c. A copy of the certificate of the Acting Comptroller of the Currency dated January 12, 1943, as to change of corporate title of Northwestern National Bank and Trust Company of Minneapolis to Northwestern National Bank of Minneapolis.* d. A copy of the certificate of the Comptroller of the Currency dated May 1, 1983, authorizing Norwest Bank Minneapolis, National Association, to act as fiduciary.* 3 Exhibit 3. A copy of the authorization of the trustee to exercise corporate trust powers issued January 2, 1934, by the Federal Reserve Board.* Exhibit 4. Copy of By-laws of the trustee as now in effect.* Exhibit 5. Not applicable. Exhibit 6. The consent of the trustee required by Section 321(b) of the Act.* Exhibit 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. Exhibit 8. A copy of the certificate dated May 10, 1983 of name change from Northwestern National Bank Minneapolis to Norwest Bank Minneapolis, National Association.* Exhibit 9. A copy of the certificate dated January 11, 1988, of name change from Norwest Bank Minneapolis, National Association to Norwest Bank Minnesota, National Association.* * Incorporated by reference to the exhibit of the same number filed with the registration statement number 33-66086. 4 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Norwest Bank Minnesota, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 2nd day of February 1994. NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION /s/ RAYMOND S. HAVERSTOCK ___________________________ Raymond S. Haverstock Assistant Vice President 5 Board of Governors of the Federal Reserve System OMB Number: 7100-0036 Federal Deposit Insurance Corporation OMB Number: 3064-0052 Office of the Comptroller of the Currency OMB Number: 1557-0081 FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires February 28, 1995
- ------------------------------------------------------------------------------------------------------------------------------------ [LOGO] Please refer to page i, [ 1 ] Table of Contents, for the required disclosure of estimated burden. - ------------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR A BANK WITH DOMESTIC AND FOREIGN OFFICES--FFIEC 031 (931231) REPORT AT THE CLOSE OF BUSINESS DECEMBER 31, 1993 -------- (RCRI 9099) This report is required by law; 12 U.S.C. Section 324 (State This report form is to filed by banks with branches and member banks); 12 U.S.C. Section 1817 (State nonmember banks); consolidated subsidiaries in U.S. territories and possessions, and 12 U.S.C. Section 161 (National banks). Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities. - ------------------------------------------------------------------------------------------------------------------------------------ NOTE: The Reports of Condition and Income must be signed by The Reports of Condition and Income are to be prepared in an authorized officer and the Report of Condition must be accordance with Federal regulatory authority instructions. attested to by not less than two directors (trustees) for NOTE: These instructions may in some cases differ from State nonmember banks and three directors for State member and generally accepted accounting principles. National banks. We, the undersigned directors (trustees), attest to the I, /s/ Mark P. Wagener, Director, Bank & Service Accounting correctness of this Report of Condition (including the ---------------------------------------------------- supporting schedules) and declare that it has been examined by Name and Title of Officer Authorized to Sign Report us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the of the named bank do hereby declare that these Reports of appropriate Federal regulatory authority and is true and Condition and Income (including the supporting schedules) have correct. been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to /s/ the best of my knowledge and belief. -------------------------------------------------------------- Director (Trustee) /s/ Mark P. Wagener /s/ - ------------------------------------------------------- -------------------------------------------------------------- Signature of Officer Authorized to Sign Report Director (Trustee) /s/ 1/28/94 - ------------------------------------------------------- /s/ Date of Signature -------------------------------------------------------------- Director (Trustee) - ------------------------------------------------------------------------------------------------------------------------------------ FOR BANKS SUBMITTING HARD COPY REPORT FORMS: NATIONAL BANKS: Return the original only in the special STATE MEMBER BANKS: Return the original and one copy to the return address envelope provided. If express mail is used in appropriate Federal Reserve District Bank. lieu of the special return address envelope, return the original only to the FDIC, c/o Quality Data Systems, 2139 STATE NONMEMBER BANKS: Return the original only in the Espey Court, Crofton, MD 21114. special return address envelope provided. If express mail is used in lieu of the special return address envelope, return the original only to the FDIC, c/o Quality Data Systems, 2139 Espey Court, Crofton, MD 21114.
- ------------------------------------------------------------------------------------------------------------------------------------ FDIC Certificate Number 0 5 2 0 8 --------- (RCRI 9050) CALL NO. 166 31 12-31-93 CERT: 05208 00017 STBK 27-4095
NORWEST BANK MINNESOTA, NATIONAL ASS SIXTH STREET AND MARQUETTE AVENUE MINNEAPOLIS, MN 55479-0016 Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency 6 FFIEC 031 Page i [ 2 ] CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR A BANK WITH DOMESTIC AND FOREIGN OFFICES - ------------------------------------------------------------------------------------------------------------------------------------ TABLE OF CONTENTS SIGNATURE PAGE COVER REPORT OF CONDITION REPORT OF INCOME Schedule RC--Balance Sheet . . . . . . . . . . . . . RC-1, 2 Schedule RI--Income Statement . . . . . . . . . . . RI-1, 2, 3 Schedule RC-A--Cash and Balances Due From Depository Institutions . . . . . . . . . . RC-3 Schedule RI-A--Changes in Equity Capital . . . . . . . . RI-3 Schedule RC-B--Securities . . . . . . . . . . . . . . RC-4, 5 Schedule RI-B--Charge-offs and Recoveries and Changes in Allowances for Loan and Lease Schedule RC-C--Loans and Lease Financing Losses . . . . . . . . . . . . . . . . . . RI-4, 5 Receivables: Part I. Loans and Leases . . . . . . RC-6, 7 Schedule RI-C--Applicable Income Taxes by Part II. Loans to Small Businesses and Taxing Authority . . . . . . . . . . . . . . . . RI-5 Small Farms (included in the forms for June 30 only) . . . . . . . . . . RC-7a, 7b Schedule RI-D--Income from International Operations . . . . . . . . . . . . RI-6 Schedule RC-D--Assets Held in Trading Accounts in Domestic Offices Only (to be completed only Schedule RI-E--Explanations . . . . . . . . . . . . . RI-7, 8 by banks with $1 billion or more in total assets) RC-8 Schedule RC-E--Deposit Liabilities . . . . . . . . . RC-9, 10 Schedule RC-F--Other Assets . . . . . . . . . . . . . . RC-11 Schedule RC-G--Other Liabilities . . . . . . . . . . . RC-11 Schedule RC-H--Selected Balance Sheet Items for DISCLOSURE OF ESTIMATED BURDEN Domestic Offices . . . . . . . . . . . . . . . RC-12 THE ESTIMATED AVERAGE BURDEN ASSOCIATED WITH THIS INFORMATION Schedule RC-I--Selected Assets and Liabilities COLLECTION IS 29.2 HOURS PER RESPONDENT AND IS ESTIMATED TO of IBFs . . . . . . . . . . . . . . . . . . . RC-12 VARY FROM 14.6 TO 150 HOURS PER RESPONSE, DEPENDING ON INDIVIDUAL CIRCUMSTANCES. BURDEN ESTIMATES INCLUDES THE TIME Schedule RC-K--Quarterly Averages . . . . . . . . . . . RC-13 FOR REVIEWING INSTRUCTIONS, GATHERING AND MAINTAINING DATA IN THE REQUIRED FORM, AND COMPLETING THE INFORMATION COLLECTION, Schedule RC-L--Off-Balance Sheet Items . . . . . . RC-14, 15 BUT EXCLUDE THE TIME FOR COMPILING AND MAINTAINING BUSINESS RECORDS IN THE NORMAL COURSE OF A RESPONDENT'S ACTIVITIES. Schedule RC-M--Memoranda . . . . . . . . . . . . . RC-16, 17 COMMENTS CONCERNING THE ACCURACY OF THIS BURDEN ESTIMATE AND SUGGESTIONS FOR REDUCING THIS BURDEN SHOULD BE DIRECTED TO THE Schedule RC-N--Past Due and Nonaccrual Loans, OFFICE OF INFORMATION AND REGULATORY AFFAIRS, OFFICE OF Leases, and Other Assets . . . . . . . . . RC-18, 19 MANAGEMENT AND BUDGET, WASHINGTON, D.C. 20503, AND TO ONE OF THE FOLLOWING: Schedule RC-O--Other Data for Deposit Insurance Assessments . . . . . . . . . . RC-19, 20 SECRETARY BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM Schedule RC-R--Risk-Based Capital . . . . . . . . . RC-21, 22 WASHINGTON, D.C. 20551 Optional Narrative Statement Concerning the LEGISLATIVE AND REGULATORY ANALYSIS DIVISION Amounts Reported in the Reports of OFFICE OF THE COMPTROLLER OF THE CURRENCY Condition and Income . . . . . . . . . . . . . RC-23 WASHINGTON, D.C. 20219 Special Report (to be completed by all banks) ASSISTANT EXECUTIVE SECRETARY FEDERAL DEPOSIT INSURANCE CORPORATION Schedule RC-J--Repricing Opportunities (sent only to WASHINGTON, D.C. 20429 and to be completed only by savings banks)
For information or assistance, national and state nonmember banks should contact the FDIC's Call Reports Analysis Unit, 550 17th Street, NW, Washington, D.C. 20429, toll free on (800) 688-FDIC (3342), Monday through Friday between 8:00 a.m. and 5:00 p.m., Eastern time. State member banks should contact their Federal Reserve District Bank. 7 3 CONSOLIDATED REPORT OF INCOME FOR THE PERIOD JANUARY 1, 1993 - DECEMBER 31, 1993 ALL REPORT OF INCOME SCHEDULES ARE TO BE REPORTED ON A CALENDAR YEAR-TO-DATE BASIS IN THOUSANDS OF DOLLARS. SCHEDULE RI - INCOME STATEMENT
I480 <- Dollar Amounts in Thousands - ---------------------------------------------------------------------------------------------------------------------------------- 1. Interest income: a. Interest and fee income on loans: (1) In domestic offices: (a) Loans secured by real estate . . . . . . . . . . . . . . . . . . . . . . . . . 4011. . 427,147 1.a.1a (b) Loans to depository institutions . . . . . . . . . . . . . . . . . . . . . . . 4019. . 58 1.a.1b (c) Loans to finance agricultural production and other loans to farmers . . . . . 4024. . 315 1.a.1c (d) Commercial and industrial loans . . . . . . . . . . . . . . . . . . . . . . . 4012. . 179,309 1.a.1d (e) Acceptances of other banks . . . . . . . . . . . . . . . . . . . . . . . . . . 4026. . 309 1.a.1e (f) Loans to individuals for household, family, and other personal expenditures: (1) Credit cards and related plans . . . . . . . . . . . . . . . . . . . . . . 4054. . 14,887 1.a.1f1 (2) Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4055. . 52,406 1.a.1f2 (g) Loans to foreign governments and official institutions . . . . . . . . . . . . 4056. . 0 1.a.1g (h) Obligations (other than securities and leases) of states and political subdivisions in the U.S.: (1) Taxable obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . 4503. . 5 1.a.1h1 (2) Tax-exempt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . 4504. . 1,644 1.a.1h2 (i) All other loans in domestic offices . . . . . . . . . . . . . . . . . . . . . 4058. . 3,644 1.a.1i (2) In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . . . . 4059. . 4,290 1.a.2 b. Income from lease financing receivables: (1) Taxable leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4505. . 32,215 1.b.1 (2) Tax-exempt leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4307. . 0 1.b.2 c. Interest income on balances due from depository institutions:(1) (1) In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4105. . 41 1.c.1 (2) In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . . . . 4106. . 949 1.c.2 d. Interest and dividend income on securities: (1) U.S. Treasury securities and U.S. Government agency and corporation obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4027. . 89,653 1.d.1 (2) Securities issued by states and political subdivisions in the U.S.: (a) Taxable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4506. . 0 1.d.2a (b) Tax-exempt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4507. . 5,329 1.d.2b (3) Other domestic debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . 3657. . 8,945 1.d.3 (4) Foreign debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3658. . 0 1.d.4 (5) Equity securities (including investments in mutual funds) . . . . . . . . . . . . 3659. . 9,144 1.d.5 e. Interest income from assets held in trading accounts . . . . . . . . . . . . . . . . . 4069. . 3,907 1.e
- ------------------ (1) Includes interest income on time certificates of deposit not held in trading accounts. 8 4 SCHEDULE RI - CONTINUED
Dollar Amounts in Thousands - ----------------------------------------------------------------------------------------------------------------------------------- RIAD Year-to-date 1. Interest income (continued) ---- f. under agreements to resell in domestic offices of the bank. . . . . 4020. . 44,718 . . . . . . . . . . 1f. g. Total interest income (sum of items 1.a through 1.f) . . . . . . . 4107. . 878,915 . . . . . . . . . . 1.g 2. Interest expense: a. Interest on deposits: (1) Interest on depostis in domestic offices: (a) Transaction accounts (NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) . . . . . . 4508. . 12,242 . . . . . . . . . . 2.a1a (b) Nontransaction accounts: (1) Money market deposit accounts (MMDAs) . . . . . . . . 4509. . 38,738 . . . . . . . . . . 2.a1b (2) Other savings deposits . . . . . . . . . . . . . . . . 4511. . 8,342 . . . . . . . . . . 2.a1b (3) Time certificates of deposit of $100,000 or more . . . 4174. . 15,108 . . . . . . . . . . 2.a1b (4) All other time deposits . . . . . . . . . . . . . . . 4512. . 93,597 . . . . . . . . . . 2.a1b (2) Interest on deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . . . . . . . . . 4172. . 22,514 . . . . . . . . . . 2.a2 b. Expense of federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs . . . . . . . 4180. . 92,030 . . . . . . . . . . 2.b c. Interest on demand notes issued to the U.S. Treasury and on other borrowed money . . . . . . . . . . . . . . . . . . . . . . . 4185. . 64,684 . . . . . . . . . . 2.c d. Interest on mortgage indebtedness and obligations under capitalized leases . . . . . . . . . . . . . . . . . . . . . . . . 4072. . 122 . . . . . . . . . . 2.d e. Interest on subordinated notes and debentures . . . . . . . . . . 4200. . 6,469 . . . . . . . . . . 2.e f. Total interest expense (sum of items 2.a through 2.e) . . . . . . 4073. . 353,846 . . . . . . . . . . 2.f 3. Net interest income (item 1.g minus 2.f) . . . . . . . . . . . . . . . 4074. . 525,069 . . . . . . . . . . 3. 4. Provisions: a. Provision for loan and lease losses . . . . . . . . . . . . . . . 4230. . 16,480 . . . . . . . . . . 4.a b. Provision for allocated transfer risk . . . . . . . . . . . . . . 4243. . 0 . . . . . . . . . . 4.b 5. Noninterest income: a. Income from fiduciary activities . . . . . . . . . . . . . . . . . 4070. . 92,025 . . . . . . . . . . 5.a b. Service charges on deposit accounts in domestic offices . . . . . 4080. . 63,366 . . . . . . . . . . 5.b c. Trading gains (losses) and fees from foreign exchange transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . 4075. . 6,781 . . . . . . . . . . 5.c d. Other foreign transaction gains (losses) . . . . . . . . . . . . . 4076. . 2,403 . . . . . . . . . . 5.d e. Gains (losses) and fees from assets held in trading accounts . . . 4077. . 5,082 . . . . . . . . . . 5.e f. Other noninterest income: (1) Other fee income . . . . . . . . . . . . . . . . . . . . . . . 5407. . 134,840 . . . . . . . . . . 5.f.1 (2) All other noninterest income * . . . . . . . . . . . . . . . . 5408. . 74,300 . . . . . . . . . . 5.f.2 g. Total noninterest income (sum of items 5.a. through 5.f) . . . . . 4079. . 378,797 . . . . . . . . . . 5.g 6. Gains (losses) on securities not held in trading accounts . . . . . . 4091. . 24,577 . . . . . . . . . . 6. 7. Noninterest expenses: a. Salaries and employee benefits . . . . . . . . . . . . . . . . . . 4135. . 240,974 . . . . . . . . . . 7.a b. Expenses of premises and fixed assets (net of rental income) (excluding salaries and employee benefits and mortgage interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4217. . 67,796 . . . . . . . . . . 7.b c. Other noninterest expense * . . . . . . . . . . . . . . . . . . . 4092. . 190,469 . . . . . . . . . . 7.c d. Total noninterest expense (sum of items 7.a through 7.c) . . . . . 4093. . 499,239 . . . . . . . . . . 7.d 8. Income (loss) before income taxes and extraordinary items and other adjustments (item 3 plus or minus items 4.a, 4.b, 5.g, 6, and 7.d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4301. . 412,724 . . . . . . . . . . 8. 9. Applicable income taxes (on item 8) . . . . . . . . . . . . . . . . . 4302. . 150,783 . . . . . . . . . . 9. 10. Income (loss) before extraordinary items and other adjustments (item 8 minus 9) . . . . . . . . . . . . . . . . . . . . . . . . . . . 4300. . 261,941 . . . . . . . . . . 10.
- ---------------- * Describe on Schedule RI-E - Explanations. w 9 5 SCHEDULE RI - CONTINUED
Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ 11. Extraordinary items and other adjustments: RIAD Year-to-date a. Extraordinary items and other adjustments, gross of income ---- taxes * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4310. . 0 . . . . . . . . . . 11.a b. Applicable income taxes (on item 11.a) * . . . . . . . . . . . . . 4315. . 0 . . . . . . . . . . 11.b c. Extraordinary items and other adjustments, net of income taxes (item 11.a minus 11.b) . . . . . . . . . . . . . . . 4320. . 0 . . . . . . . . . . 11.c 12. Net income (loss) (sum of items 10 and 11.c) . . . . . . . . . . . . . 4340. . 261,941 . . . . . . . . . . 12.
MEMORANDA
Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ 1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired RIAD Year-to-date after August 7, 1986, that is not deductible for federal income tax purposes . . . . . 4513. . 38 M.1 2. Not applicable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3. Estimated foreign tax credit included in applicable income taxes, items 9 and 11.b above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4309. . 0 M.3 4. To be completed only by banks with $1 billion or more in total assets: Taxable equivalent adjustment to "Income (loss) before income taxes and extraordinary items and other adjustments" (item 8 above) . . . . . . . . . . . . . . . . . . . . . 1244. . 6,276 M.4 5. Number of full-time equivalent employees on payroll at end of current period (round to Number ------ nearest whole number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4150. . 4,735 M.5
SCHEDULE RI-A - CHANGES IN EQUITY CAPITAL INDICATE DECREASES AND LOSSES IN PARENTHESES.
I483 <- Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ 1. Total equity capital originally reported in the December 31, 1992, Reports of RIAD Condition and Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3215. . 886,118 1. 2. Equity capital adjustments from amended Reports of Income, net * . . . . . . . . . . . 3216. . 0 2. 3. Amended balance end of previous calendar year (sum of items 1 and 2) . . . . . . . . . 3217. . 886,118 3. 4. Net income (loss) (must equal Schedule RI, item 12) . . . . . . . . . . . . . . . . . 4340. . 261,941 4. 5. Sale, conversion, acquisition, or retirement of capital stock, net . . . . . . . . . . 4346. . 0 5. 6. Changes incident to business combinations, net . . . . . . . . . . . . . . . . . . . . 4356. . 5,817 6. 7. LESS: Cash dividends declared on preferred stock . . . . . . . . . . . . . . . . . . 4470. . 0 7. 8. LESS: Cash dividends declared on common stock . . . . . . . . . . . . . . . . . . . . 4460. . 105,000 8. 9. Cumulative effect of changes in accounting principles from prior years * (see instructions for this schedule) . . . . . . . . . . . . . . . . . . . . . . . . . . . 4411. . 0 9. 10. Corrections of material accounting errors from prior years * (see instructions for this schedule) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4412. . 0 10. 11. Change in net unrealized loss on marketable equity securities . . . . . . . . . . . . 4413. . 12,007 11. 12. Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . 4414. . (111) 12. 13. Other transactions with parent holding company * (not included in items 5, 7, or 8 above) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4415. . 22,227 13. 14. Total equity capital end of current period (sum of items 3 through 13) (must equal Schedule RC, item 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3210. . 1,082,999 14.
- ----------------- * Describe on Schedule RI-E - Explanations. 10 6 SCHEDULE RI-B - CHARGE-OFFS AND RECOVERIES AND CHANGES IN ALLOWANCE FOR LOAN AND LEASE LOSSES Part I. Charge-offs and Recoveries on Loans and Leases PART I EXCLUDES CHARGE-OFFS AND RECOVERIES THROUGH THE ALLOCATED TRANSFER RISK RESERVE.
I486 <- Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ ----------------calendar year-to-date---------------- (Column A) (Column B) Charge-offs Recoveries ------------------------- ------------------------- 1. Loans secured by real estate: RIAD RIAD ---- ---- a. To U.S. addressees (domicile) . . . . . . . . . . . . . . 4651. . 11,825 4461. . 17,834 1.a b. To non-U.S. addressees (domicile) . . . . . . . . . . . . 4652. . 0 4662. . 0 1.b 2. Loans to depository institutions and acceptances of other banks: a. To U.S. banks and other U.S. depository institutions . . . . . . . . . . . . . . . . . . . . . . . 4653. . 0 4663. . 0 2.a b. To foreign banks . . . . . . . . . . . . . . . . . . . . . 4654. . 0 4664. . 0 2.b 3. Loans to finance agricultural production and other loans to farmers . . . . . . . . . . . . . . . . . . . . . . . 4655. . 0 4665. . 0 3. 4. Commercial and industrial loans: a. To U.S. addressees (domicile) . . . . . . . . . . . . . . 4645. . 12,927 4617. . 11,842 4.a b. To non-U.S. addressees (domicile) . . . . . . . . . . . . 4646. . 0 4618. . 248 4.b 5. Loans to individuals for household, family, and other personal expenditures: a. Credit cards and related plans . . . . . . . . . . . . . . 4656. . 2,256 4666. . 374 5.a b. Other (includes single payment, installment, and all student loans) . . . . . . . . . . . . . . . . . . . . 4657. . 6,386 4667. . 2,876 5.b 6. Loans to foreign governments and official institutions . . . . 4643. . 0 4627. . 867 6. 7. All other loans . . . . . . . . . . . . . . . . . . . . . . . 4644. . 2,394 4628. . 745 7. 8. Lease financing receivables: a. Of U.S. addressees (domicile) . . . . . . . . . . . . . . 4658. . 2,002 4668. . 184 8.a b. Of non-U.S. addressees (domicile) . . . . . . . . . . . . 4659. . 0 4669. . 0 8.b 9. Total (sum of items 1 through 8) . . . . . . . . . . . . . . . 4635. . 37,790 4605. . 34,970 9.
MEMORANDA Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ To be completed by national banks only. ----Cumulative Charge-offs---- ----Cumulative Recoveries---- 1. Charge-offs and recoveries of Special-Category Loans, Jan 1 1986 through Dec 31 1989 Jan 1 1986 through Report Date as defined for this Call Report by the Comptroller of RIAD RIAD ---- ---- the Currency ________________________________________ 4784. . 9,159 M.1
---------------calendar year-to-date----------------- MEMORANDUM ITEMS 2 AND 3 ARE TO BE COMPLETED (Column A) (Column B) BY ALL BANKS Charge-offs Recoveries ------------------------- ------------------------- 2. Loans to finance commercial real estate, construction, RIAD RIAD ---- ---- and land development activities (not secured by real estate) included in Schedule RI-B, part I, items 4 and 7, above . . . . . . . . . . . . . . . . . . . . . 5409. . 0 5410. . 0 M.2 3. Loans secured by real estate in domestic offices (included in Schedule RI-B, part I, item 1, above): a. Construction and land development . . . . . . . . . . . . 3582. . 0 3583. . 3,261 M.3.a b. Secured by farmland . . . . . . . . . . . . . . . . . . . 3584. . 0 3585. . 0 M.3.b c. Secured by 1-4 family residential properties: (1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit . . . . . . . . . . . . . . . . 5411. . 0 5412. . 0 M.3.c1 (2) All other loans secured by 1-4 family residential properties . . . . . . . . . . . . . . . . 5413. . 2,975 5414. . 262 M.3.c2 d. Secured by multifamily (5 or more) residential . . . . . . 3588. . 0 3589. . 0 M.3.d e. Secured by nonfarm nonresidential properties . . . . . . . 3590. . 8,850 3591. . 14,311 M.3.e
11 7 SCHEDULE RI-B - CONTINUED
PART II. Changes in Allowances for Loan and Lease Losses and in Allocated Transfer Risk Reserve Dollar Amounts in Thousands - ----------------------------------------------------------------------------------------------------------------------------------- (Column A) (Column B) Allowance for Loan and Lease Allocated Transfer Risk Losses Reserve ----------------------------- ------------------------------ RIAD RIAD 1. Balance originally reported in the December 31, 1992, ---- ---- Reports of Condition and Income . . . . . . . . . . . 3124. . 163,425 3131. . 0 1. 2. Recoveries (column A must equal part I, item 9, column B above) . . . . . . . . . . . . . . . . . . . 4605. . 34,970 3132. . 0 2. 3. LESS: Charge-offs (column A must equal part I, item 9, column A above) . . . . . . . . . . . . . . . . . . . 4635. . 37,790 3133. . 0 3. 4. Provisions (column A must equal Schedule RI, item 4.a; column B must equal schedule RI, item 4.b) . . . . . . 4230. . 16,480 4243. . 0 4. 5. Adjustments * (see instructions for this schedule) . . 4815. . 1,750 3134. . 0 5. 6. Balance end of current period (sum of items 1 through 5) (column A must equal Schedule RC, item 4.b; column B must equal Schedule RC, item 4.c . . . . . . . . . . . 3123. . 178,835 3128. . 0 6.
- ----------------- * Describe on Schedule RI-E - Explanations. SCHEDULE RI-C - APPLICABLE INCOME TAXES BY TAXING AUTHORITY
I489 <- Schedule RI-C is to be reported with the December Report of Income. Dollar Amounts in Thousands - ----------------------------------------------------------------------------------------------------------------------------------- RAID ---- 1. Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4780. . 134,970 1. 2. State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4790. . 15,262 2. 3. Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4795. . 551 3. 4. Total (sum of items 1 through 3) (must equal sum of Schedule RI, items 9 and 11.b) . . . . . 4770. . 150,783 4. RIAD ---- 5. Deferred portion of item 4 . . . . . . . . . . . 4772. . 17,093 . . . . . . 5.
12 8 SCHEDULE RI-D - INCOME FROM INTERNATIONAL OPERATIONS FOR ALL BANKS WITH FOREIGN OFFICES, EDGE OR AGREEMENT SUBSIDIARIES, OR IBFS WHERE INTERNATIONAL OPERATIONS ACCOUNT FOR MORE THAN 10 PERCENT OF TOTAL REVENUES, TOTAL ASSETS, OR NET INCOME. PART I. ESTIMATED INCOME FROM INTERNATIONAL OPERATIONS
I492 <- Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ 1. Interest income and expense booked at foreign offices, Edge and Agreement subsidiaries, and IBFs: RIAD Year-to-date ---- a. Interest income booked . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4837. . 8,339 1.a b. Interest expense booked. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4838. . 3,508 1.b c. Net interest income booked at foreign offices, Edge and Agreement subsidiaries, and IBFs (item 1.a minus 1.b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4839. . 4,831 1.c 2. Adjustments for booking location of international operations: a. Net interest income attributable to international operations booked at domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4840. . 2,340 2.a b. Net interest income attributable to domestic business booked at foreign offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4841. . N/A 2.b c. Net booking location adjustment (item 2.a minus 2.b) . . . . . . . . . . . . . . . . . 4842. . 2,340 2.c 3. Noninterest income and expense attributable to international operations: a. Noninterest income attributable to international operations . . . . . . . . . . . . . 4097. . 15,973 3.a b. Provision for loan and lease losses attributable to international operations . . . . . 4235. . (1,374) 3.b c. Other noninterest expense attributable to international operations . . . . . . . . . . 4239. . 23,798 3.c d. Net noninterest income (expense) attributable to international operations (item 3.a minus 3.b and 3.c . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4843. . (6,451) 3.d 4. Estimated pretax income attributable to international operations before capital allocation adjustment (sum of items 1.c, 2.c, and 3.d). . . . . . . . . . . . . . . . . . 4844. . 720 4. 5. Adjustment to pretax income for internal allocations to international operations to reflect the effects of equity capital on overall bank funding costs. . . . . . . . . . 4845. . N/A 5. 6. Estimated pretax income attributable to international operations after capital allocation adjustment (sum of items 4 and 5). . . . . . . . . . . . . . . . . . . . . . . 4846. . 720 6. 7. Income taxes attributable to income from international operations as estimated in item 6. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4797. . 213 7. 8. Estimated net income attributable to international operations (item 6 minus 7). . . . . . 4341. . 507 8.
MEMORANDA
Dollar Amounts in Thousands --------------------------- 1. Intracompany interest income included in item 1.a above . . . . . . . . . . . . . . . . . 4847. . 2,973 M.1 2. Intracompany interest expense included in item 1.b above. . . . . . . . . . . . . . . . . 4848. . 5 M.2
PART II. SUPPLEMENTARY DETAILS ON INCOME FROM INTERNATIONAL OPERATIONS REQUIRED BY THE DEPARTMENTS OF COMMERCE AND TREASURY FOR PURPOSES OF THE U.S. INTERNATIONAL ACCOUNTS AND THE U.S. NATIONAL INCOME AND PRODUCT ACCOUNTS
Dollar Amounts in Thousands --------------------------- RIAD Year-to-date ---- 1. Interest income booked at IBFs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4849. . 0 1. 2. Interest expense booked at IBFs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4850. . 0 2. 3. Noninterest income attributable to international operations booked at domestic offices (excluding IBFs): a. Gains (losses) and extraordinary items. . . . . . . . . . . . . . . . . . . . . . . . .5491. . 361 3.a b. Fees and other noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . . .5492. . 6,845 3.b 4. Provision for loan and lease losses attributable to international operations booked at domestic offices (excluding IBFs). . . . . . . . . . . . . . . . . . . . . . . . . . . . .4852. . (1,357) 4. 5. Other noninterest expense attributable to international operations booked at domestic offices (excluding IBFs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4853. . 12,231 5.
13 9 SCHEDULE RI-E - EXPLANATIONS SCHEDULE RI-E - IS TO BE COMPLETED EACH QUARTER ON A CALENDAR YEAR-TO-DATE BASIS. Detail all adjustments in Schedule RI-A and RI-B, all extraordinary items and other adjustments in Schedule RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.)
Dollar Amounts in Thousands - ----------------------------------------------------------------------------------------------------------------------------------- 1. All other noninterest income (from Schedule RI, item 5.f.(2)) RIAD Year-to-date Report amounts that exceed 10% of Schedule RI, item 5.f.(2): ---- a. Net gains on other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . 5415. . N/A 1.a b. Net gains on sales of loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5416. . N/A 1.b c. Net gains on sales of premises and fixed assets 5417. . N/A 1.c Itemize and describe the three largest other amounts that exceed 10% of Schedule RI, item 5.f.(2): TEXT RIAD ---- ---- d. 4461: PROCESSING FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4461. . 28,937 1.d e. 4462: UNREALIZED GAINS ON CAPS, FLOORS, SWAPS. . . . . . . . . . . . . . . . . . . . . 4462. . 13,714 1.e f. 4463: SECURITIZATION CLEAN-UP CALL GAIN. . . . . . . . . . . . . . . . . . . . . . . . 4463. . 9,626 1.f 2. Other nonintrest expense (from Schedule RI, item 7.c): a. Amortization expense of intangible assets. . . . . . . . . . . . . . . . . . . . . . . 4531. . 11,059 2.a Report amounts that exceed 10% of Schedule RI, item 7.c: b. Net losses on other real estate owned. . . . . . . . . . . . . . . . . . . . . . . . . 5418. . N/A 2.b c. Net losses on sales of loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5419. . N/A 2.c d. Net losses on sales of premises and fixed assets 5420. . N/A 2.d Itemize and describe the threee largest other amounts that exceed 10% of Schedule RI, item 7.c: TEXT RIAD ---- ---- e. 4464: PROCESSING EXPENSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4464. . 44,987 2.e f. 4467:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4467. . N/A 2.f g. 4468:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4468. . N/A 2.g 3. Extraordinary items and other adjustments (from Schedule RI, item 11.a) and applicable income tax effect (from Schedule RI, item 11.b) (itemize and describe all extraordinary items and other adjustments): TEXT RIAD ---- ---- a. (1) 6440: Effect of adopting FASB Statement No. 109, "Accounting for Income Taxes" . . 6440. . 0 3.a.1 (2) Applicable income tax effect 4486. . 0 . . . . . . . . 3.a.2 b. (1) 4487:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4487. . 0 3.b.1 (2) Applicable income tax effect 4488. . 0 . . . . . . . . 3.b.2 c. (1) 4489:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4489. . 0 3.c.1 (2) Applicable income tax effect 4491. . 0 . . . . . . . . 3.c.2 4. Equity capital adjustments from amended Reports of Income (from Schedule RI-A, item 2) (itemize and describe all adjustments): TEXT RIAD ---- ---- a. 4492:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4492. . N/A 4.a b. 4493:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4493. . N/A 4.b 5. Cumulative effect of changes in accounting principles from prior years (from Schedule RI-A, item 9) (itemize and describe all changes in accounting principles): TEXT RIAD ---- ---- a. 4494:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4494. . N/A 5.a b. 4495:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4495. . N/A 5.b 6. Corrections of material accounting errors from prior years (from Schedule RI-A, item 10) (itemize and describe all corrections): TEXT RIAD ---- ---- a. 4496:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4496. . N/A 6.a b. 4497:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4497. . N/A 6.b
14 10 SCHEDULE RI-E - CONTINUED
Dollar Amounts in Thousands - ----------------------------------------------------------------------------------------------------------------------------------- 7. Other transactions with parent holding company (from Schedule RI-A, item 13) (itemize and describe all such transactions): TEXT RIAD ---- ---- a. 4498: CAPITAL INFUSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4498. . 22,227 7.a b. 4499: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4499. . N/A 7.b 8. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II, item 5) (itemize and describe all adjustments): TEXT RIAD ---- ---- a. 4521: CREDIT CARD LN POOL PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . 4521. . 910 8.a b. 4522: PURCHASED ALLOWANCE (NET). . . . . . . . . . . . . . . . . . . . . . . . . . . . 4522. . 840 8.b I498 I499 <-
9. Other explanations (the space below is provided for the bank to briefly describe, at its option, any other significant items affecting the Report of Income): No comment: X (RIAD 4769) Other explanations (please type or print clearly): (TEXT 4769) 15 11 CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1993 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. SCHEDULE RC -- BALANCE SHEET
C400 <-- Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ ASSETS RCFD 1. Cash and balances due from depository institutions (from Schedule RC-A): ---- a. Noninterest-bearing balances and currency and coin (1) . . . . . . . . . . . . . . . 0081 . . 770,961 1.a b. Interest-bearing balances (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 0071 . . 37,486 1.b 2. Securities (from Schedule RC-B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0390 . . 1,823,588 2. 3. Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: a. Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0276 . . 1,402,112 3.a b. Securities purchased under agreements to resell . . . . . . . . . . . . . . . . . . 0277 . . 150,719 3.b 4. Loans and lease financing receivables: a. Loans and leases, net of unearned income . . . . . . . . . . . RCFD ---- (from Schedule RC-C) . . . . . . . . . . . . . . . . . . . . . 2122 . . 10,764,757 . . . . . . 4.a b. LESS: Allowance for loan and lease losses . . . . . . . . . . 3123 . . 178,835 . . . . . . 4.b c. LESS: Allocated transfer risk reserve . . . . . . . . . . . . 3128 . . 0 . . . . . . 4.c d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c) . . . . . . . . . . . . . . . . 2125 . . 10,585,922 4.d 5. Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2146 . . 109,922 5. 6. Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . . . . . 2145 . . 110,447 6. 7. Other real estate owned (from Schedule RC-M) . . . . . . . . . . . . . . . . . . . . . 2150 . . 17,938 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2130 . . 2,698 8. 9. Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . . 2155 . . 32,335 9. 10. Intangible assets (from Schedule RC-M) . . . . . . . . . . . . . . . . . . . . . . . . . 2143 . . 40,342 10. 11. Other assets (from Schedule RC-F) . . . . . . . . . . . . . . . . . . . . . . . . . . . 2160 . . 210,224 11. 12. Total assets (sum of items 1 through 11) . . . . . . . . . . . . . . . . . . . . . . . . 2170 . . 15,294,694 12.
______________ (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held in trading accounts. 16 12 SCHEDULE RC - CONTINUED
Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ LIABILITIES 13.Deposits RCON ---- a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, Part I) . . . . . . . . . . . . . . . . . 2200 . . . . . . . 7,923,922 13.a (1) Noninterest-bearing (1) . . . . . . . . . . . . . . . . . 6631 . . 2,469,017 . . . . . . 13.a.1 (2) Interest-bearing . . . . . . . . . . . . . . . . . . . . . 6636 . . 5,454,905 . . . . . . 13.a.2 b. In foreign offices, Edge and Agreement subsidiaries, and RCFN ---- IBFs (from Schedule RC-E, part II) . . . . . . . . . . . . . . 2200 . . . . . . 804,867 13.b (1) Noninterest-bearing . . . . . . . . . . . . . . . . . . . 6631 . . 738,551 . . . . . . 13.b.1 (2) Interest-bearing . . . . . . . . . . . . . . . . . . . . . 6636 . . 66,316 . . . . . . 13.b.2 14.Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: RCFD ---- a. Federal funds purchased . . . . . . . . . . . . . . . . . . . 0278 . . . . . . 1,711,846 14.a b. Securities sold under agreements to repurchase . . . . . . . . 0279 . . . . . . 863,941 14.b 15.Demand notes issued to the RCON ---- U.S. Treasury 2840 . . . . . . 199,558 15. 16.Other borrowed RCFD ---- money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2850 . . . . . . 2,206,217 16. 17.Mortgage indebtedness and obligations under capitalized leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2910 . . . . . . 1,335 17. 18.Bank's liability on acceptances executed and outstanding . . . . . 2920 . . . . . . 32,335 18. 19.Subordinated notes and debentures . . . . . . . . . . . . . . . . 3200 . . . . . . 161,718 19. 20.Other liabilities (from Schedule RC-G) . . . . . . . . . . . . . . 2930 . . . . . . 305,956 20. 21.Total liabilities (sum of items 13 through 20) . . . . . . . . . . 2948 . . . . . . 14,211,695 21. 22.Limited-life preferred stock and related surplus . . . . . . . . . 3282 . . . . . . 0 22. EQUITY CAPITAL 23.Perpetual preferred stock and related surplus . . . . . . . . . . 3838 . . . . . . 0 23. 24.Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . 3230 . . . . . . 100,000 24. 25.Surplus (exclude all surplus related to preferred stock) . . . . 3839 . . . . . . 537,762 25. 26.a. Undivided profits and capital reserves . . . . . . . . . . . . 3632 . . . . . . 433,341 26.a b. LESS: Net unrealized loss on marketable equity securities . . . 0297 . . . . . . ( 12,007) 26.b 27.Cumulative foreign currency translation adjustments . . . . . . . 3284 . . . . . . ( 111) 27. 28.Total equity capital (sum of items 23 through 27) . . . . . . . . 3210 . . . . . . 1,082,999 28. 29.Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, and 28) . . . . . . . . . . . . . . 3300 . . . . . . 15,294,694 29. MEMORANDUM TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank RCFD Number by independent external auditors as ---- ------ of any date during 1992 . . . . . . . . . . . . . . . . . . . . . 6724 . . . N/A . . . . . . M.1 1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 4 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 5 = Review of the bank's financial statements by external auditors 6 = Compilation of the bank's financial statements by external auditors 7 = Other audit procedures (excluding tax preparation work) 8 = No external audit work
____________ (1) Includes total demand deposits and noninterest-bearing time and savings deposits 17 13 SCHEDULE RC-A - CASH AND BALANCES DUE FROM DEPOSITORY INSTITUTIONS Exclude assets held in trading accounts.
C405 <- Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ (Column A) (Column B) Consolidated Bank Domestic Offices ------------------------ ----------------------- 1. Cash items in process of collection, unposted RCFD RCON ---- ---- debits, and currency and coin . . . . . . . . . . . . . . . . . . 0022. . 521,394 . . . . . . 1. a. Cash items in process of collection and unposted debits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0020. . 456,317 1.a b. Currency and coin . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0080. . 64,933 1.b 2. Balances due from depository institutions in the U.S. . . . . . . . . . . . . 0082. . 36,993 2. a. U.S. branches and agencies of foreign banks (including their IBFs) . . . . . . . . . . . . . . . . . . . . 0083. . 0 . . . . . . 2.a b. Other commercial banks in the U.S. and other depository institutions in the U.S. (including their IBFs) . . . . . . . . . . . . . . . . . . . . . . . . . 0085. . 40,064 . . . . . . 2.b 3. Balances due from banks in foreign countries and foreign central banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0070. . 4,807 3. a. Foreign branches of other U.S. banks . . . . . . . . . . . . . 0073. . 4,807 . . . . . . 3.a b. Other banks in foreign countries and foreign central banks . . . . . . . . . . . . . . . . . . . . . . . . 0074. . 36,057 . . . . . . 3.b 4. Balances due from Federal Reserve Banks . . . . . . . . . . . . . 0090. . 206,125 0090. . 205,290 4. 5. Total (sum of items 1 through 4) (total of column A must equal Schedule RC, item 1) . . . . . . . . . . . . . . . . . 0010. . 808,447 0010. . 768,340 5. MEMORANDUM Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ RCON 1. Noninterest-bearing balances due from commercial banks in the U.S. ---- (including in item 2, column 8 above) . . . . . . . . . . . . . . . . . . . . . . . 0050. . 36,048 M.1
18 14 SCHEDULE RC-B - SECURITIES
C410 <- Exclude assets held in trading accounts. Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ -------------Consolidated Bank-------------- --Domestic Offices-- (Column A) (Column B) (Column C) Book Value Market Value (1) Book Value -------------------- --------------------- -------------------- RCFD RCFD RCON ---- ---- ---- 1. U.S. Treasury securities . . . . . . . . . . . . . . 0400.. 56,109 0401.. 56,109 0400.. 56,109 1. 2. U.S. Government agency and corporation obligations: a. All holdings of U.S. Government-issued or guaranteed certificates of participation in pools of residential mortgages: (1) Issued by FNMA and FHLMC . . . . . . . . . . . 3760.. 1,327,924 3761.. 1,327,924 3760.. 1,327,924 2.a1 (2) Guaranteed by GNMA (exclude FNMA and FHLMC issues) . . . . . . . . . . . . . . 3762.. 129,521 3763.. 129,521 3762.. 129,521 2.a2 b. All other . . . . . . . . . . . . . . . . . . . . 0604.. 74,434 0605.. 74,434 . . . . . . 2.b (1) Collateralized mortgage obligations issued by FNMA and FHLMC (include REMICs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3764.. 66,039 2.b1 (2) All other U.S. Government-sponsored agency obligations (2) . . . . . . . . . . . . . . . . . . . . . . . . 3765.. 8,395 2.b2 (3) All other U.S. Government agency obligations (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . 3766.. 0 2.b3 3. Securities issued by states and political subdivisions in the U.S. . . . . . . . . . . . . . . 0402.. 69,969 0403.. 74,339 . . . . . . 3. a. General obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . 3767.. 21,530 3.a b. Revenue obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . 3768.. 48,389 3.b c. Industrial development and similar obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3769.. 50 3.c 4. Other domestic debt securities: a. All holdings of private (i.e., non- government-issued or -guaranteed) certificates of participation in pools of residential mortgages . . . . . . . . . . . . . 0408.. 467 0409.. 467 0408.. 467 4.a b. All other domestic debt securities: (1) Privately-issued collaterized mortgage obligations (include REMICs) . . . . . . . . . . . . . . . . . . . 5361.. 37,725 5362.. 37,725 5361.. 37,725 4.b1 (2) All other . . . . . . . . . . . . . . . . . . 5363.. 2,953 5364.. 2,953 5363.. 2,953 4.b2 5. Foreign debt securities . . . . . . . . . . . . . . . 3635.. 1,865 3636.. 1,865 3635.. 0 5. 6. Equity securities: a. Marketable equity securities: (1) Investments in mutual funds . . . . . . . . . 3637.. 0 3638.. 0 3637.. 0 6.a1 (2) Other marketable equity securities . . . . . . 3639.. 17 3640.. 17 3639.. 17 6.a2 (3) LESS: Net unrealized loss on marketable equity securities . . . . . . . . 3641.. 0 . . . . . . 3641.. 0 6.a3 b. Other equity securities (includes Federal Reserve stock) . . . . . . . . . . . . . . 3642.. 122,604 3643.. 122,604 3642.. 122,604 6.b 7. Total (sum of items 1 through 6) (total of column A must equal Schedule RC, item 2) . . . . . . 0390.. 1,823,588 0391.. 1,827,958 0390.. 1,821,723 7.
__________ (1) See discussion in Glossary entry for "market value of securities." (2) Includes obligations (other than certificates of participation in pools of residential mortgages, CMOs, and REMICs) issued by the Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Financing Corporation, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority. (3) Includes Small Business Administration "Guaranteed Loan Pool Certificates," U.S. Maritime Administration obligations, and Export-Import Bank participation certificates. 19 15 SCHEDULE RC-B - CONTINUED MEMORANDA
Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ ----- Consolidated Bank ----- Book Value ---------------------------- RCFD ---- 1. Pledged securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0416. . 1,684,807 M.1 2. Maturity and repricing data for debt securities (1,2) (excluding those in monaccural status): a. Fixed rate debt securities with a remaining maturity of: (1) Three months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . 0343. . 26,456 M.2.a1 (2) Over three months through 12 months . . . . . . . . . . . . . . . . . . . . 0344. . 34,096 M.2.a2 (3) Over one year through five years . . . . . . . . . . . . . . . . . . . . . 0345. . 47,531 M.2.a3 (4) Over five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0346. . 913,004 M.2.a4 (5) Total fixed rate debt securities (sum of Memorandum items 2.a.(1) through 2.a.(4)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0347. . 1,021,087 M.2.a5 b. Floating rate debt securities with a repricing frequency of: (1) Quarterly or more frequently . . . . . . . . . . . . . . . . . . . . . . . 4544. . 556,657 M.2.b1 (2) Annually or more frequently, but less frequently than quarterly . . . . . . 4545. . 122,534 M.2.b2 (3) Every five years or more frequently, but less frequently than annually . . 4551. . 222 M.2.b3 (4) Less frequently than every 5 years . . . . . . . . . . . . . . . . . . . . 4552. . 0 M.2.b4 (5) Total floating rate debt securities (sum of Memorandum items 2.b.(1) through 2.b.(4)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4553. . 679,413 M.2.b5 c. Total debt securities (sum of Memorandum items 2.a.(5) and 2.b.(5)) (must equal total debt securities from Schedule RC-B, sum of items 1 through 5, column A, minus nonaccural debt securities included in Schedule RC-N, item 9, column C) . 0393. . 1,700,500 M.2.c 3. Taxable securities issued by states and political subdivisions in the U.S. (included in Schedule RC-B, item 3, column A, above) . . . . . . . . . . . . . . . 0301. . 0 M.3 4. Debt securities restructured and in compliance with modified terms (included in Schedule RC-B, items 3 through 5, column A, above) . . . . . . . . . . . . . . . . 5365. . 0 M.4 5. Debt securities held for sale (included in Schedule RC-8, items 1 through 5, column A, above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5366. . 1,629,261 M.5 6. Floating rate debt securities with a remaining maturity of one year or less (included in Memorandum item 2.b.(5) above) . . . . . . . . . . . . . . . . . . . . . . . . . 5519. . 0 M.6
___________ (1) Exclude equity securities, e.g., investments in mutual funds, Federal Reserve stock, common stock, and preferred stock. (2) Memorandum item 2 is not applicable to savings banks that must complete supplemental Schedule RC-J. 20 16 SCHEDULE RC-C - LOANS AND LEASE FINANCING RECEIVABLES PART I. LOANS AND LEASES Do not deduct the allowance for loan and lease losses from amounts reported in this schedule. Report total loans and leases, net of unearned income. Exclude assets held in trading accounts.
C415 <- Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ (Column A) (Column B) RCFD Consolidated Bank RCON Domestic Offices ---- ----------------- ---- ---------------- 1. Loans secured by real estate . . . . . . . . . . . . . . . . 1410. . 6,445,216 . . . . . . 1. a. Construction and land development . . . . . . . . . . . . . . . . . . 1415. . 92,095 1.a b. Secured by farmland (including farm residential and other improvements) . . . . . . . . . . . . . . . . . . . . . . . . . 1420. . 3,237 1.b c. Secured by 1-4 family residential properties: (1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1797. . 101,713 1.c1 (2) All other loans secured by 1-4 family residential properties: (a) Secured by first liens . . . . . . . . . . . . . . . . . . . . 5367. . 5,455,047 1.c2a (b) Secured by junior lines . . . . . . . . . . . . . . . . . . . 5368. . 337,846 1.c2b d. Secured by multifamily (5 or more) residential properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1460. . 60,023 1.d e. Secured by nonfarm nonresidential properties . . . . . . . . . . . . . 1480. . 395,143 1.e 2. Loans to depository institutions: a. To commercial banks in the U.S. . . . . . . . . . . . . . . . . . . . 1505. . 28,563 2.a (1) To U.S. branches and agencies of foreign banks . . . . 1506. . 6,748 . . . . . . 2.a1 (2) To other commercial banks in the U.S. . . . . . . . . 1507. . 25,140 . . . . . . 2.a2 b. To other depository institutions in the U.S. . . . . . . . 1517. . 660 1517. . 660 2.b c. To banks in foreign countries . . . . . . . . . . . . . . . . . . . . 1510. . 530 2.c (1) To foreign branches of other U.S. banks . . . . . . . 1513. . 634 . . . . . . 2.c1 (2) To other banks in foreign countries . . . . . . . . . 1516. . 64,553 . . . . . . 2.c2 3. Loans to finance agricultural production and other loans to farmers . . . . . . . . . . . . . . . . . . . . . . 1590. . 3,628 1590. . 3,628 3. 4. Commercial and industrial loans: a. To U.S. addressees (domicile) . . . . . . . . . . . . . . 1763. . 2,365,754 1763. . 2,360,952 4.a b. To non-U.S. addressees (domicile) . . . . . . . . . . . . 1764. . 11,203 1764. . 10,715 4.b 5. Acceptance of other banks: a. Of U.S. banks . . . . . . . . . . . . . . . . . . . . . . 1756. . 0 1756. . 0 5.a b. Of foreign banks . . . . . . . . . . . . . . . . . . . . . 1757. . 0 1757. . 0 5.b 6. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1975. . 875,090 6. a. Credit cards and related plans (includes check credit and other revolving credit plans) . . . . . . . . . 2008. . 154,039 . . . . . . 6.a b. Other (includes single payment, installment, and all student loans) . . . . . . . . . . . . . . . . . . . . . . 2011. . 721,051 . . . . . . 6.b 7. Loans to foreign governments and official institutions (including foreign central banks) . . . . . . . . . . . . . . 2081. . 12,623 2081. . 4,250 7. 8. Obligations (other than securities and leases) of states and political subdivisions in the U.S. (includes nonrated industrial development obligations): a. Taxable obligations . . . . . . . . . . . . . . . . . . . 2033. . 248 2033. . 248 8.a b. Tax-exempt obligations . . . . . . . . . . . . . . . . . . 2079. . 22,323 2079. . 22,323 8.b 9. Other loans . . . . . . . . . . . . . . . . . . . . . . . . . 1563. . 433,611 . . . . . . 9. a. Loans for purchasing or carrying securities (secured and unsecured) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1545. . 30,001 9.a b. All other loans (exclude consumer loans) . . . . . . . . . . . . . . . 1564. . 398,806 9.b 10. Lease financing receivables (net of unearned income) . . . . . . . . . 2165. . 508,614 10. a. Of U.S. addressees (domicile) . . . . . . . . . . . . . . 2182. . 508,614 . . . . . . 10.a b. Of non-U.S. addressees (domicile) . . . . . . . . . . . . 2183. . 0 . . . . . . 10.b 11.LESS: Any unearned income on loans reflected in items 1-9 above . . . . . . . . . . . . . . . . . . . . . . . . . . 2123. . 11,288 2123. . 11,253 11. 12.Total loans and leases, net of unearned income (sum of items 1 through 10 minus item 11) (total of column A must equal Schedule RC, item 4.a) . . . . . . . . . . . . . . 2122. . 10,764,757 2122. . 10,678,231 12.
21 17 SCHEDULE RC-C - CONTINUED PART I CONTINUED
MEMORANDA Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ (Column A) (Column B) Consolidated Bank Domestic Offices ----------------------- -------------------- RCFD RCON ---- ---- 1. Commercial paper included in Schedule RC-C, part I, above . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1496. . 0 1496. . 0 M.1 2. Loans and leases restructured and in compliance with modified terms (included in Schedule RC-C, part I, above): a. Loans secured by real estate: (1) To U.S. addressees (domicile) . . . . . . . . . . . . 1687. . 0 M.2.a1 (2) To non-U.S. adressees (domicile) . . . . . . . . . . . 1689. . 0 M.2.a2 b. Loans to fiance agricultural production and other Loans to farmers . . . . . . . . . . . . . . . . . . . . . 1613. . 0 M.2.b c. Commercial and industrial loans: (1) of U.S. addressees (domicile) . . . . . . . . . . . . 1758. . 0 M.2.c1 (2) of non-U.S. adressees (domicile) . . . . . . . . . . . 1759. . 0 M.2.c2 d. All other loans (exclude loans to individuals for household, family, and other personal expenditures) . . . 1615. . 0 M.2.d e. Lease financing receivables: (1) To U.S. addressees (domicile) . . . . . . . . . . . . 1789. . 0 M.2.e1 (2) To non U.S. adressees (domicile) . . . . . . . . . . . 1790. . 0 M.2.e2 f. Total (sum of Memorandum items 2.a through 2.e . . . . . . 1616. . 0 M.2.f 3. Maturity and repricing data for loans and leases (1) (excluding those in nonaccrual status): a. Fixed rate loans and leases with a remaining maturity of: (1) Three months or less . . . . . . . . . . . . . . . . . 0348. . 5,096,437 M.3.a1 (2) Over three months through 12 months . . . . . . . . . 0349. . 413,619 M.3.a2 (3) Over one year through five years . . . . . . . . . . . 0356. . 1,899,402 M.3.a3 (4) Over five years . . . . . . . . . . . . . . . . . . . 0357. . 809,306 M.3.a4 (5) Total fixed rate loans (sum of Memorandum items 3.a.(1) through 3.a.(4)) . . . . . . . . . . . . 0358. . 8,218,764 m.3.a5 b. Floating rate loans with a repricing frequency of: (1) Quarterly or more frequently . . . . . . . . . . . . . 4554. . 2,422,031 M3.b1 (2) Annually or more frequently, but less frequently than quarterly . . . . . . . . . . . . . . . . . . . . 4555. . 74,235 M.3.b2 (3) Every five years or more frequently, but less frequently than annually . . . . . . . . . . . . . . . 4561. . 2,788 M.3.b3 (4) Less frequently than every five years . . . . . . . . 4564. . 0 M.3.b4 (5) Total floating rate loans (sum of Memorandum items 3.b.(1) through 3.b.(4)) . . . . . . . . . . . . 4567. . 2,499,054 M.3.b5 c. Total loans and leases (sum of Memorandum items 3.a.(5) and 3.b.(5)) (must equal the sum of total loans and leases; net, from Schedule RC-C, part I, item 12, plus unearned income from Schedule RC-C, part I, item 11, minus total nonaccrual loans and leases from Schedule RC-N, sum of items 1 though 8, column C) . . . . . . . . . . . . . . . . . . . . . . . . 1479. . 10,717,818 M.3.c 4. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC-C, part I, items 4 and 9, column A, page RC-6 (2) . . . . . . . . . . . . . . . . . 2746. . 0 M.4 5. Loans and leases held for sale (included in Schedule RC-C, part I, above) . . . . . . . . . . . . . . . . 5369. . 3,937,748 M.5 6. Adjustable rate closed-end loans secured by first liens on 1-4 family residential properties (included in Schedule RC-C, part I, item 1.c.(2)(a), column B, page RC-6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5370. . 924,596 M.6 - ------------
(1) Memorandum item 3 is not applicable to savings banks that must complete supplemental Schedule RC-J. (2) Exclude loans secured by real estate that are included in Schedule RC-C, part I, item 1, column A. 22 18 SCHEDULE RC-D IS TO BE COMPLETED ONLY BY BANKS WITH $1 BILLION OR MORE IN TOTAL ASSETS. SCHEDULE RC-D - ASSETS HELD IN TRADING ACCOUNTS IN DOMESTIC OFFICES ONLY
C420<- Dollar Amounts in Thousands - ----------------------------------------------------------------------------------------------------------------------------------- RCON ---- 1. U.S. Treasury securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1010. . N/A 1. 2. U.S. Government agency and corporation obligations . . . . . . . . . . . . . . . . . . . . 1020. . 109,922 2. 3. Securities issued by states and political subdivisions in the U.S. . . . . . . . . . . . . 1025. . N/A 3. 4. Other bonds, notes, and debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1045. . N/A 4. 5. Certificates of deposit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1026. . N/A 5. 6. Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1027. . N/A 6. 7. Bankers acceptance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1028. . N/A 7. 8. Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1029. . N/A 8. 9. Total (sum of items 1 through 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2146. . 109,922 9.
23 19 SCHEDULE RC-E - DEPOSIT LIABILITIES PART I. DEPOSITS IN DOMESTIC OFFICES
C425 <- Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ ----------------Transaction Accounts-------------- --Nontransaction Accounts-- (Column A) (Column B) (Column C) Total transaction Memo: Total demand accounts (including total deposits (included in Total nontransaction demand deposits) column A) accounts (including MMDAs) - ------------------------------------------------ ---------------------------------------------------------------------- Deposits of: RCON RCON RCON ---- ---- ---- 1. Individuals, partnerships and corporations . 2201. . 3,116,314 2240. . 2,061,496 2346. . 4,354,311 1. 2. U.S. Government . . . . . . . . . . . . . . 2202. . 45,106 2280. . 45,106 2520. . 0 2. 3. States and political subdivisions in the U.S. . . . . . . . . . . . . . . . . . . 2203. . 30,618 2290. . 23,556 2530. . 26,357 3. 4. Commercial banks in the U.S. . . . . . . . . 2206. . 288,406 2310. . 288,406 . . . . . . 4. a. U.S. branches and agencies of foreign banks . . . . . . . . . . . . . . . . . . . . . . . . . . . 2347. . 0 4a b. Other commercial banks in the U.S. . . . . . . . . . . . . . 2348. . 10,857 4b 5. Other depository institutions in the U.S. . 2207. . 9,502 2312. . 9,502 2349. . 0 5. 6. Banks in foreign countries . . . . . . . . . 2213. . 7,496 2320. . 7,496 . . . . . . 6. a. Foreign branches of other U.S. banks . . . . . . . . . . . . 2367. . 0 6a b. Other banks in foreign countries . . . . . . . . . . . . . . 2373. . 1,500 6b 7. Foreign governments and official institu- tions (including foreign central banks) . . 2216. . 0 2300. . 0 2377. . 0 7. 8. Certified and official checks . . . . . . . 2330. . 33,455 2330. . 33,455 . . . . . . 8. 9. Total (sum of items 1 through 8) (sum of columns A and C must equal Schedule RC, item 13.a) . . . . . . . . . . . . . . . . . 2215. . 3,530,897 2210. . 2,469,017 2385. . . . . . . . 9.
MEMORANDA
Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ 1. Selected components of total deposits (i.e., sum of item 9, columns A and C): a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts . . . . . . 6835. . 632,493 M.1.a b. Total brokered deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2365. . 1,000 M.1.b c. Fully insured brokered deposits (included in Memorandum item 1.b above): (1) Issued in denominations of less than $ 100,000 . . . . . . . . . . . . . . . 2343. . 0 M.1.c1 (2) Issued either in denominations of $ 100,000 or in denominations greater than $ 100,000 and participated out by the broker in shares of $ 100,000 or less 2344. . 0 M.1.c2 d. Total deposits denominated in foreign currencies . . . . . . . . . . . . . . . . 3776. . 5,494 M.1.d e. Preferred deposits (deposits of states and political subdivisions in the U.S. reported in item 3, above which are secured or collateralized) . . . . . . . . . 5590. . 56,975 M.1.e 2. Components of total nontransaction accounts (sum of Memoranda items 2.a through 2.d must equal item 9, column C above): a. Savings deposits: (1) Money market deposit accounts (MMDAs) . . . . . . . . . . . . . . . . . . . 6810. . 1,769,912 M.2.a1 (2) Other savings deposits (excludes MMDAs) . . . . . . . . . . . . . . . . . . 0352. . 437,229 M.2.a2 b. Total time deposts of less than $ 100,000 . . . . . . . . . . . . . . . . . . . 6648. . 1,828,058 M.2.b c. Time certificates of deposit of $ 100,000 or more . . . . . . . . . . . . . . . 6645. . 256,753 M.2.c d. Open-account time deposits of $ 100,000 or more . . . . . . . . . . . . . . . . 6646. . 101,073 M.2.d 3. All NOW accounts (included in column A above) . . . . . . . . . . . . . . . . . . . . 2398. . 1,061,880 M.3
24 20 SCHEDULE RC-E - CONTINUED PART I. CONTINUED MEMORANDA (CONTINUED) DEPOSIT TOTALS FOR FDIC INSURANCE ASSESSMENTS (1)
Dollar Amounts in Thousands - ----------------------------------------------------------------------------------------------------------------------------------- RCON 4. Total deposits in domestic offices (sum of item 9, column A and item 9, column C) ---- (must equal Schedule RC, item 13.a) . . . . . . . . . . . . . . . . . . . . . . . . 2200. . 7,923,922 M.4 a. Total demand deposits (must equal item 9, column B). . . . . . . . . . . . . . . 2210. . 2,469,017 M.4.a b. Total time and savings deposits (2) (must equal item 9, column A plus item 9, column C minus item 9, column B) . . . . . . . . . . . . . . . . . . . . . . . . 2350. . 5,454,905 M.4.b
(1) An amended Certified Statement should be submitted to the FDIC if the deposit totals reported in this item are amended after the semiannual Certified Statement originally covering this report date has been filed with the FDIC. (2) For FDIC insurance assessment purposes, "total time and savings deposits" consists of nontransaction accounts and all transaction accounts other than demand deposits.
Dollar Amounts in Thousands - ----------------------------------------------------------------------------------------------------------------------------------- 5. Time deposits of less than $ 100,000 and open-account time deposits of $ 100,000 or more (included in Memorandum items 2.b and 2.d above) with a remaining maturity or repricing frequency of: (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCON a. Three months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0359. . 430,022 M.5.a b. Over three months through 12 months (but not over 12 months) . . . . . . . . . . . . . 3644. . 732,117 M.5.b 6. Maturity and repricing data for time certificates of deposit of $ 100,000 or more: (1) a. Fixed rate time certificates of deposit of $ 100,000 or more with a remaining maturity of: (1) Three months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2761. . 75,413 M.6.a1 (2) Over three months through 12 months. . . . . . . . . . . . . . . . . . . . . . . . 2762. . 89,453 M.6.a2 (3) Over one year through five years . . . . . . . . . . . . . . . . . . . . . . . . . 2763. . 89,286 M.6.a3 (4) Over five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2765. . 2,601 M.6.a5 (5) Total fixed rate time certificates of deposit of $ 100,000 or more (sum of Memorandum items 6.a.(1) through 6.a.(4)). . . . . . . . . . . . . . . . . . . . . 2767. . 256,753 M.6.a5 b. Floating rate time certificates of deposit of $ 100,000 or more with a repricing frequency of: (1) Quarterly or more frequently . . . . . . . . . . . . . . . . . . . . . . . . . . . 4568. . 0 M.6.b1 (2) Annually or more frequently, but less frequently than quarterly. . . . . . . . . . 4569. . 0 M.6.b2 (3) Every five years or more frequently, but less frequently than annually . . . . . . 4571. . 0 M.6.b3 (4) Less frequently than every five years. . . . . . . . . . . . . . . . . . . . . . . 4572. . 0 M.6.b4 (5) Total floating rate time certificates of deposit of $ 100,000 or more (sum of Memorandum items 6.b.(1) through 6.b.(4)). . . . . . . . . . . . . . . . . . . . . 4573. . 0 M.6.b.5 c. Total time certificates of deposit of $ 100,000 or more (sum of Memorandum items 6.a.(5) and 6.b.(5)) (must equal Memorandum item 2.c above). . . . . . . . . . . . . . 6645. . 256,753 M.6.c
(1) Memorandum items 5 and 6 are not applicable to savings banks that must complete supplemental Schedule RC-J. 25 21 SCHEDULE RC-E - CONTINUED PART II. DEPOSITS IN FOREIGN OFICES (INCLUDING EDGE AND AGREEMENT SUBSIDIARIES AND IBFS)
Dollar Amounts is Thousands - ------------------------------------------------------------------------------------------------------------------------------------ Deposits of: RCFN ---- 1. Individuals, partnerships, and corporations . . . . . . . . . . . . . . . . . . . . . . . . . 2621 . 156,034 1. 2. U.S. banks (including IBFs and foreign branches of U.S. banks) . . . . . . . . . . . . . . . . 2623 . 603,346 2. 3. Foreign banks (including U.S. branchjes and agenciesof foreign banks, including their IBFs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2625 . 43,750 3. 4. Foreign governments and official institutions (including foreign central banks) . . . . . . . 2650 . 0 4. 5. Certified and official checks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2330 . 651 5. 6. Al other deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2668 . 1,086 6. 7. Total (sum of items 1 through 6) (must equal Schedule RC, item 13.b) . . . . . . . . . . . . . 2200 . 804,867 7.
SCHEDULE RC-F - OTHER ASSETS C430 <-
Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ RCFD ---- 1. Income earned, not collected on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2164 . 38,942 1. 2. Net deferred tax assets (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2148 . 0 2. 3. Excess residential mortgage servicing fees receivable . . . . . . . . . . . . . . . . . . . . 5371 . 0 3. 4. Other (itemize and describe amounts that exceed 25% of this item) . . . . . . . . . . . . . . 2168 . 171,282 4. TEXT RCFD ---- ---- a. 3549: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3549 N/A . . . . . 4.a b. 3550: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3550 N/A . . . . . 4.b c. 3551: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3551 N/A . . . . . 4.c 5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11) . . . . . . . . . . . . . . 2160 . 210,224 5.
MEMORANDUM
C430<- Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ RCFD ---- 1. Deferred tax assets disallowed for regulatory capital purposes . . . . . . . . . . . . . . . . 5610 . 0 M.1
SCHEDULE RC-G - OTHER LIABILITIES
C435 <- Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ RCON ---- 1. a. Interest accrued and unpaid on deposits in domestic offices (2) . . . . . . . . . . . . . 3665 . 31,204 1.a b. Other expenses accrued and unpaid (includes accrued income taxes payable) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3644 . 205,275 1.b 2. Net deferred tax liabilities (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3049 . 62,851 2. 3. Minority interest in consolidated subsidiares . . . . . . . . . . . . . . . . . . . . . . . . 3000 . 1,026 3. 4. Other (itemize and describe amounts that exceed 25% of this item) . . . . . . . . . . . . . . 2938 . 5,600 4. TEXT RCFD ---- ---- a. 3552: UNEARNED INCOME . . . . . . . . . . . . . . . . . . . . 3552 4,720 . . . . . 4.a b. 3553: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3553 N/A . . . . . 4.b c. 3554: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3554 N/A . . . . . 4.c 5. Total (sum of items 1 through 4) must equal Schedule RC, item 20) . . . . . . . . . . . . . . 2930 . 305,956 5.
- --------------- (1) See discussion of deferred income taxes in Glossary entry on "income taxes." (2) For savings banks, include "dividends" accrued and unpaid on deposits. 26 22 SCHEDULE RC-H - SELECTED BALANCE SHEET ITEMS FOR DOMESTIC OFFICES
C440 <- Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ Domestic Offices ---------------------------- RCON 1. Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . . . . . 2155. . 25,395 1. 2. Bank's liability on acceptances executed and outstanding. . . . . . . . . . . . . . . . . . . . 2920. . 25,395 2. 3. Federal funds sold and securities purchased under agreements to resell . . . . . . . . . . . . 1350. . 1,552,831 3. 4. Federal funds purchased and securities sold under agreements to repurchase . . . . . . . . . . 2800. . 2,575,787 4. 5. Other borrowed money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2850. . 2,206,217 5. EITHER 6. Net due from own foreign offices, Edge and Agreement subsdiaries, and IBFs . . . . . . . . . . 2163. . N/A 6. OR 7. Net due to own foreign offices, Edge and Agreement subsdiaries, and IBFs . . . . . . . . . . . 2941. . 676,617 7. 8. Total assets (excludes net due from foreign offices, Edge and Agreemnet subsidiaries, and IBFs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2192. . 15,153,221 8. 9. Total liabilities (excludes not due to foreign offices, Edge and Agreement subsidiaries, and IBFs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3129. . 13,393,605 9.
MEMORANDUM (to be completed only by banks with IBFs and other "foreign" offices)
Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ EITHER 1. Net due from the IBF of the domestic offices of the reporting bank . . . . . . . . . . . . . . 3051. . N/A M.1 OR 2. Net due to the IBF of the domestic offices of the reporting bank . . . . . . . . . . . . . . . 3059. . 0 M.2
SCHEDULE RC-I - SELECTED ASSETS AND LIABILITIES OF IBFS TO BE COMPLETED ONLY BY BANKS WITH IBFS AND OTHER "FOREIGN" OFFICES.
C445 <- Dollars Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ RCFN ---- 1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12) . . . . . . . . 2133. . N/A 1. 2. Total IBF loans and lease financing receivables (component of Schedule RC-C, part I, item 12, column A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2076. . N/A 2. 3. IBF commercial and industrial loans (component of Schedule RC-C, part I, item 4, column A) . . 2077. . N/A 3. 4. Total IBF liabilities (component of Schedule RC, item 21) . . . . . . . . . . . . . . . . . . 2898. . N/A 4. 5. IBF deposit liabilities due to banks, including other IBFs (component of Schedule RC-E, part II, item 2 and 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2379. . N/A 5. 6. Other IBF deposit liabilities (component of Schedule RC-E, part II, items 1, 4, 5, and 6) . . 2381. . N/A 6.
27 23 SCHEDULE RC-K - QUARTERLY AVERAGES (1)
C455 <- Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ ASSETS RDFD ---- 1. Interest-bearing balances due from depository institutions . . . . . . . . . . . . . . . . . . 3381 . 35,820 1. 2. U.S. Treasury securities and U.S. Governemnt agency and corporation obligations . . . . . . . 3382 . 1,472,512 2. 3. Securities issued by states and political subdivisions in the U.S. . . . . . . . . . . . . . . 3383 . 73,014 3. 4. a. Other debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3647 . 143,644 4.a b. Equity securities (includes investments in mutual funds and Federal Reserve stocks) . . . 3648 . 122,691 4.b 5. Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs . . . . . . . . . 3365 . 1,823,055 5. 6. Loans: a. Loans in domestic offices: RCON ---- (1) Total loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3360 . 10,737,582 6.a.1 (2) Loans secured by real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3385 . 6,606,729 6.a.2 (3) Loans to finance agricultural production and other loans to farmers . . . . . . . . . 3386 . 4,517 6.a.3 (4) Commercial and industrial loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 3387 . 2,744,516 6.a.4 (5) Loans to individuals for household, family, andother personal expenditures . . . . . 3388 . 889,259 6.a.5 (6) Obligations (other than securities and leases) of states and political subdivisions in the U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3389 . 23,536 6.a.6 b. Total loans in foreign offices, Edge and Agreement subsidiaries, RCFN ---- and IBFs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3360 . 101,726 6.b 7. Assets held in trading RCFN ---- accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3401 . 84,532 7. 8. Lease financing receivables (net of unearned income) . . . . . . . . . . . . . . . . . . . . . 3484 . 468,538 8. 9. Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3368 . 15,845,877 9. LIABILITIES 10. Interest-bearing transaction accounts in domestic offices (NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) (exclude demand RCON ---- deposits) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3485 . 977,714 10. 11. Nontransaction accounts in domestic offices: a. Money market deposit accoutns (MMDAs) . . . . . . . . . . . . . . . . . . . . . . . . . . 3486 . 1,750,021 11.a b. Other savings deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3487 . 425,202 11.b c. Time certificates of deposit of $ 100,000 or more . . . . . . . . . . . . . . . . . . . . 3345 . 288,950 11.c d. All other time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3469 . 1,936,196 11.d 12. Interest-bearing deposits in foreign offices, Edge and Agreement RCFN ---- subsidiaries, and IBFs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3404 . 1,430,020 12. 13. Federal funds pruchased and securities sold under agreements to repurchase in RCFD ---- domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs . . . . . 3353 . 2,503,604 13. 14. Other borrowed money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3355 . 2,460,743 14.
- ---------------- (1) For all items, banks have the option of reporting either (1) an average of daily figures for the quarter, or (2) an average of weekly figures (i.e., the Wednesday of each week of the quarter). 28 24 SCHEDULE RC-L - OFF-BALANCE SHEET ITEMS Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk.
C460 <- Dollar Amounts in Thousands - ----------------------------------------------------------------------------------------------------------------------------------- 1. Unused comitments: a. Revolving, open-end lines secured by 1-4 family residential properties, RCFD ---- e.g., home equity lines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3814 . 111,419 1.a b. Credit card lines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3815 . 0 1.b c. Commercial real estates, construction, and land development: (1) Commitments to fund loans secured by real estate . . . . . . . . . . . . . . . . . . . 3816 . 10,367 1.c.1 (2) Commitments to fund loans not secured by real estate . . . . . . . . . . . . . . . . . 6550 . 0 1.c.2 d. Securities underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3817 . 0 1.d e. Other unused commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3818 . 2,842,102 1.e 2. Financial standby letters of credit and foreign office guarantees . . . . . . . . . . . . . . 3819 . 666,193 2 a. Amount of performance standby letters of credit RCFD ---- conveyed to others . . . . . . . . . . . . . . . . . . . . . . 3820 . . 256,255 . . . . . 2.a 3. Performance standby letters of credit and foreign office guarantees . . . . . . . . . . . . . 3821 . 50,861 3. a. Amount of performance standby letters of credit RCFD ---- conveyed to others . . . . . . . . . . . . . . . . . . . . . . 3822 . . 13,653 . . . . . 3.a 4. Commercial and similar letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . 3411 . 387,297 4. 5. Participations in acceptances (as described in the instructions) conveyed to others by the reporting bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3428 . 0 5. 6. Participations in acceptances (as described in the instructions) acquired by the reporting (nonaccepting) bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3429 . 0 6. 7. Securities borrowed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3432 . 1,918,647 7. 8. Securities lent (including customers' securities lent where the customer is indemnified against loss by the reporting bank) . . . . . . . . . . . . . . . . . . . . . . . 3433 . 139,112 8. 9. Mortgages transferred (i.e., sold or swapped) with recourse that have been treated as sold for Call Report purposes: a. FNMA and FHLMC residential mortgage loan pools: (1) Outstnading principal balance of mortgages transferred as of the report date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3650 . 41,564 9.a.1 (2) Amount of resourse exposure on these mortgages as of the report date . . . . . . . . . 3651 . 41,564 9.a.2 b. Private (nongovernment-issued or-guaranteed) residential mortgage loan pools: (1) Outstanding principal balance of mortgages transferred as of the report date . . . . . 3652 . 0 9.b.1 (2) Amount of recourse exposure on these mortgages as of the report date . . . . . . . . . 3653 . 0 9.b.2 c. Farmer Mac agricultural mortgage loan pools: (1) Outstanding principal balance of mortgages transferred as of the report date . . . . . 3654 . 0 9.c.1 (2) Amount of recourse exposure on these mortgages as of the report date . . . . . . . . . 3655 . 0 9.c.2 10. When-issued securities: a. Gross commitments to purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3434 . 0 10.a b. Gross commitments to sell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3435 . 0 10.b 11. Interest rate contracts (exclude when-issued securities): a. National value of interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . 3450 . 2,091,207 11.a b. Futures and forward contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3823 . 0 11.b c. Option contracts (e.g., options on Treasuries): (1) Written option contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3824 . 552,027 11.c.1 (2) Purhcased option contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3825 . 8,846,593 11.c.2 12. Foreign exchange rate contracts: a. National value of exchange swaps (e.g., cross-currency swaps) . . . . . . . . . . . . . . 3826 . 0 12.a b. Commitments to purhcase foreign currencies and U.S. dollar exchange (spot, forward, and futures) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3415 . 742,340 12.b c. Option contracts (e.g., options on foreign currency): (1) Written option contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3827 . 8,945 12.c.1 (2) Purchased option contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3828 . 79,536 12.c.2
29 25 SCHEDULE RC-L - CONTINUED
C461 <- Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ 13. Contracts on other commodities and equities: RCFD ---- a. National value of other swaps (e.g., oil swaps) . . . . . . . . . . . . . . . . . . . . . 3829 . 0 13.a b. Futures and forward contracts (e.g., stock index commodity - precious metals, wheat, cotton, livestock - contracts) . . . . . . . . . . . . . . . . . . . . . . 3830 . 0 13.b c. Option contracts (e.g., options on commodities, individual stocks and stock indexes): (1) Written option contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3831 . 0 13.c1 (2) Purchased option contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3832 . 0 13.c2 14. All other off-balance sheet liabilities (itemize and describe each component of this item over 25% of Schedule RC, item 28, "Total equity capital") . . . . . . . . . . . . 3430 . 0 14. TEXT RCFD ---- ---- a. 3555: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3555 . . N/A . . . . . 14.a b. 3556: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3556 . . N/A . . . . . 14.b c. 3557: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3557 . . N/A . . . . . 14.c d. 3558: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3558 . . N/A . . . . . 14.d 15. All other off-balance sheet assets (itemize and describe each component of this item over 25% of Schedule RC, item 28, "Total equity capital") . . . . . . . . . . . . 5591 . 0 15. TEXT RCFD ---- ---- a. 5592: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5592 . . N/A . . . . . 15.a b. 5593: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5593 . . N/A . . . . . 15.b c. 5594: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5594 . . N/A . . . . . 15.c d. 5595: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5595 . . N/A . . . . . 15.d
MEMORANDA
Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ 1. Loans originated by the reporting bank that have been sold or participated to others RCFD during the calendar quarter ending with the report date (exclude the portions of such ---- loans retained by the reporting bank; see instructions for other exclusions) . . . . . . . . . 3431 . 22,509 M.1 2. Loans purchased by the reporting bank during the calendar quarter ending with the report date (see instructions for exclusions) . . . . . . . . . . . . . . . . . . . . . . . . 3488 . 11,321 M.2 3. Unused commitments with an original maturity exceeding one year that are reported in Schedule RC-L, items 1.a through i.e., above (report only the unused portions of commitments that are fee paid or otherwise legally binding) . . . . . . . . . . . . . . . . . . 3833 . 2,568,602 M.3 a. Participations in commitments with an original RCFD ---- maturity exceeding one year conveyed to other . . . . . . . . 3834 . . 112,947 . . . . . M.3a 4. To be completed only by banks iwth $1 billion or more in total assets: Standby letters of credit and foreign office guarantees (both financial and performance) issued to non-U.S. addressees (domicile) included in Schedule RC-L, items 2 and 3, above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3377 . 449 M.4 5. To be completed for the September report only: Installment loans to individuals for household, family and other personal expenditures that have been securitized and sold without recourse (with servicing retained, amount outstanding by type of loan: a. Loans to purchase private passenger automobiles . . . . . . . . . . . . . . . . . . . . . 2741 . N/A M.5.a b. Credit cards and related plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2742 . N/A M.5.b c. All other consumer installment credit (including mobile home loans) . . . . . . . . . . . 2743 . N/A M.5.c
30 26 SCHEDULE RC-M - MEMORANDA
C465 <- Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ 1. Extensions of credit by the reporting bank to its executive officers, directors, principal shareholders, and their related interests as of the report date: a. Aggregates amount of al extensions of credit to all executive officers, directors, RCFD principal shareholders, and their related interests . . . . . . . . . . . . . . . . . . . 6164. . 11,845 1.a b. Number of executive officers, directors, and principal shareholders to whom the amount of all extensions of credit by the reporting bank (including extensions of credit to related interests) equals or exceeds the lesser of $ 500,000 or 5 percent of total capital RCFD Number ---- ------ as defined for this purpose in agency regulations . . . . . . 6165 . . 5 . . . . . 1.b 2. Federal funds sold and securities purchased under agreements to resell with U.S. branches and agencies of foreign banks (1) (included in Schedule RC, items 3.a and 3.b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3405. . 0 2. 3. Not applicable. 4. Outstanding principal balance of 1-4 family residential mortgage loans serviced for others (include both retained servicing and purchased servicing): a. Mortgages serviced under a GNMA contract . . . . . . . . . . . . . . . . . . . . . . . . . 5500. . 0 4.a b. Mortgages serviced under a FHLMC contract: (1) Serviced with recourse to servicer . . . . . . . . . . . . . . . . . . . . . . . . . . 5501. . 0 4.b.1 (2) Serviced without recourse to servicer . . . . . . . . . . . . . . . . . . . . . . . . 5502. . 0 4.b.2 c. Mortgages serviced under a FNMA contract: (1) Serviced under a regular option contract . . . . . . . . . . . . . . . . . . . . . . . 5503. . 0 4.c.1 (2) Serviced under a special option contract . . . . . . . . . . . . . . . . . . . . . . . 5504. . 0 4.c.2 d. Mortgages serviced under other servicing contracts . . . . . . . . . . . . . . . . . . . . 5505. . 0 4.d 5. To be completed only by banks with $1 billion or more in total assets: Customers' liability to this bank on acceptances outstanding (sum of item 5.a and 5.b must equal Schedule RC, item 9): a. U.S. addresses (domicile) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2103. . 21,386 5.a b. Non-U.S. addressees (domicile) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2104. . 10,949 5.b 6. Intangible assets: a. Mortgage servicing rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3164. . 0 6.a b. Other identifiable intangible assets: (1) Purchased credit card relationship . . . . . . . . . . . . . . . . . . . . . . . . . . 5506. . 0 6.b.1 (2) All other identifiable intangible assets . . . . . . . . . . . . . . . . . . . . . . . 5507. . 613 6.b.2 c. Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3163. . 39,729 6.c d. Total (sum of items 6.a through 6.c) (must equal Schedule RC, item 10) . . . . . . . . . . 2143. . 40,342 6.d e. Intangible assets that have been grandfathered for regulatory capital purposes . . . . . . 6442. . 0 6.a YES NO 7. Does your bank have any mandatory convertible debt that is part of your primary or --- -- secondary capital? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6167. . X 7. If yes, complete items 7.a through 7.e: a. Total equity contract notes, gross . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3290. . N/A 7.a b. Common or perpetual preferred stock dedicated to redeem the above notes . . . . . . . . . 3291. . N/A 7.b c. Total equity commitment notes, gross . . . . . . . . . . . . . . . . . . . . . . . . . . . 3293. . N/A 7.c d. Common or perpetual preferred stock dedicated to redeem the above notes . . . . . . . . . 3294. . N/A 7.d e. Total (item 7.a minus 7.b plus 7.c minus 7.d) . . . . . . . . . . . . . . . . . . . . . . 3295. . N/A 7.e
- ---------- (1) Do not report federal funds sold and securities purchased under agreement to resell with other commercial banks in the U.S. in this item. 31 27 SCHEDULE RC-M - CONTINUED
Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ 8. a. Other real estate owned: RCFD ---- (1) Director and indirect investments in real estate ventures . . . . . . . . . . . . . . 5372. . 0 8.a.1 (2) All other real estate owned: RCON ---- (a) Construction and land development in domestic offices . . . . . . . . . . . . . . 5508. . 92 8.a.2a (b) Farmland in domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . 5509. . 0 8.a.2b (c) 1-4 family residential properties in domestic offices . . . . . . . . . . . . . . 5510 . . 3,893 8.a.2c (d) Multifamily (5 or more) residential properties in domestic offices . . . . . . . 5511 . . 0 8.a.2d (e) Nonfarm nonresidential properties in domestic offices . . . . . . . . . . . . . . 5512 . . 13,953 8.a.2e (f) In foreign RCFN ---- offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5513 . . 0 8.a.2f (3) Total (sum of items 8.a.(1) and 8.a.(2)) RCFD ---- (must equal Schedule RC, item 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . 2150 . . 17,938 8.a.3 b. Investment in unconsolidated subsidiaries and associated companies: (1) Direct and indirect investments in real estate ventures . . . . . . . . . . . . . . . 5374 . . 0 8.b.1 (2) All other investments in unconsolidated subsidiaries and associated companies. . . . . 5375 . . 2,698 8.b.2 (3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule RC, item 8). . . . . . . 2130 . . 2,698 8.b.3 c. Total assets of unconsolidated subsidiaries and associated companies . . . . . . . . . . . 5376 . . 2,934 8.c 9. Noncumulative perpetual preferred stock and related surplus included in Schedule RC, item 23, "Perpetual preferred stock and related surplus" . . . . . . . . . . . . . . . . . . . 3778 . . 0 9.
MEMORANDUM
Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ 1. Interbank holdings of capital instruments (to be completed for the December report only): a. Reciprocal holdings of banking organizations' capital instruments . . . . . . . . . . . . . 3836. . 0 M.1.a b. Nonreciprocal holdings of banking organizations' capital instruments . . . . . . . . . . . 3837. . 0 M.1.b
32 28 SCHEDULE RC-N - PAST DUE AND NONACCRUAL LOANS, LEASES, AND OTHER ASSETS THE FFIEC REGARDS THE INFORMATION IN ALL OF MEMORANDUM ITEM 1, IN ITEMS 1 THROUGH 10, COLUMN A, AND IN MEMORANDUM ITEMS 2 AND 3, COLUMN A, AS CONFIDENTIAL. C470 <-
Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ (Column A) (Column B) (Column C) Past due 30 through 89 Past due 90 days or more Nonaccrual Days and still accruing and still accruing ----------------------- ------------------------ ----------------------- 1. Loans secured by real estate: RCFD RCFD RCFD ---- ---- ---- a. To U.S. addressees (domicile) . . . . . . 1245 . . 32,267 1246 . . 2,466 1247 . . 24,195 1.a b. To non-U.S. addressees (domicile) . . . . . 1248 . . 0 1249 . . 0 1250 . . 0 1.b 2. Loans to go depository institutions and acceptances of other banks: a. To U.S. banks and other U.S. depository institutions . . . . . . . . . . 5377 . . 0 5378 . . 0 5379 . . 0 2.a b. To foreign banks . . . . . . . . . . . . . 5380 . . 0 5381 . . 0 5382 . . 0 2.b 3. Loans to finance agricultural production and other loans to farmers . . . . . . . . . . 1594 . . 0 1597 . . 0 1583 . . 0 3. 4. Commercial and industrial loans: a. To U.S. addressees (domicile) . . . . . . 1251 . . 36,401 1252 . . 27 1253 . . 20,996 4.a b. To non-U.S. addressees (domicile) . . . . . 1254 . . 0 1255 . . 0 1256 . . 0 4.b 5. Loans to individuals for household, family, and other personal expenditures: a. credit cards and related plans . . . . . . 5383 . . 224 5384 . . 480 5385 . . 0 5.a b. Other (includes single payment, installment, and all student loans) . . . . 5386 . . 5,214 5387 . . 1,065 5388 . . 4,159 5.b 6. Loans to foreign governments and official institutions . . . . . . . . . . . . 5389 . . 0 5390 . . 0 5391 . . 0 6. 7. All other loans . . . . . . . . . . . . . . . 5459 . . 6,350 5460 . . 157 5461 . . 0 7. 8. Lease financing receivables: a. Of U.S. addressees (domicile) . . . . . . 1257 . . 0 1258 . . 0 1259 . . 8,877 8.a b. Of non-U.S. addressees (domicile) . . . . 1271 . . 0 1272 . . 0 1791 . . 0 8.b 9. Debt securities and other assets (exclude other real estate owned and other repossessed assets) . . . . . . . . . . . . . 3505 . . 0 3506 . . 0 3507 . . 467 9.
================================================================================ Amounts reported in items 1 through 8 above include guaranteed and unguaranteed portions of past due and nonaccrual loans and leases. Report in item 10 below certain guaranteed loans and leases that have already been included in the amounts reported in items 1 through 8. 10. Loans and leases reported in items 1 through 8 above which are wholly or partially guaranteed by the U.S. RCFD RCFD RCFD ---- ---- ---- Government . . . . . . . . . . . . . . . . . . . . 5612 . . 1,109 5613 . . 237 5614 . . 242 10. a. Guaranteed portion of loans and leases included in item 10 above . . . . . . . . . . 5615 . . 830 5616 . . 123 5617 . . 181 10.a
33 29 SCHEDULE RC-N - CONTINUED MEMORANDA C473 <--
Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ 1. Restructured loans and leases included in RCFD RCFD RCFD ---- ---- ---- Schedule RC-N, items 1 through 8, above . . . . . 1658 . . 0 1659 . . 0 1661 . . 0 M.1 2. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC-N, items 4 and 7, above . . . . . . . . . . . . . . . . . . . . . 6558 . . 0 6559 . . 0 6560 . . 0 M.2 3. Loans secured by real estate in domestic offices (included in Schedule RC-N, item 1, above: RCON RCON RCON ---- ---- ---- a. Construction and land development . . . . . . 2759 . . 1,619 2769 . . 0 3492 . . 663 M.3a b. Secured by farmland . . . . . . . . . . . . . 3493 . . 29 3494 . . 0 3495 . . 0 M.3b c. Secured by 1-4 family residential properties: (1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit . . . . 5398 . . 78 5399 . . 8 5400 . . 0 M.3c1 family residential properties . . . . . . 5401 . . 16,503 5402 . . 2,428 5403 . . 7,022 M.3c2 d. Secured by multifamily (5 or more) residential properties . . . . . . . . . . . . 3499 . . 2,037 3500 . . 0 3501 . . 1,793 M.3d e. Secured by nonfarm nonresidential properties . . . . . . . . . . . . . . . . . . 3502 . . 12,001 3503 . . 30 3504 . . 14,717 M.3e
SCHEDULE RC-O - OTHER DATA FOR DEPOSIT INSURANCE ASSESSMENTS An amended Certified Statement should be submitted to the FDIC if the amounts reported in items 1 through 9 of this schedule are amended after the semiannual Certified Statement originally covering this report date has been filed with the FDIC. C475 <--
Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ 1. Unposted debits (see instructions): RCON ---- a. Actual amount of all unposted debits . . . . . . . . . . . . . . . . . . . . . . . . . . . 0030 . . N/A 1.a OR b. Separate amount of unposted debits: (1) Actual amount of unposted debits to demand deposits . . . . . . . . . . . . . . . . . 0031 . . 0 1.b1 (2) Actual amount of unposted debits to time and savings deposits (1) . . . . . . . . . . 0032 . . 0 1.b2 2. Unposted credits (see instructions): a. Actual amount of all unposted credits . . . . . . . . . . . . . . . . . . . . . . . . . . 3510 . . N/A 2.a OR b. Separate amount of unposted credits: (1) Actual amount of unposted credits to demand deposits . . . . . . . . . . . . . . . . . 3512 . . 0 2.b1 (2) Actual amount of unposted credits to time and savings deposits (1) . . . . . . . . . . 3514 . . 0 2.b2 3. Uninvested trust funds (cash) held in bank's own trust department (not included in total deposits in domestic offices) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3520 . . 0 3. 4. Deposits of consolidated subsidiaries in domestic offices and in insured branches in Puerto Rico and U.S. territories and possessions (not included in total deposits): a. Demand deposits of consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . 2211 . . 6,372 4.a b. Time and savings deposits (1) of consolidated subsidiaries . . . . . . . . . . . . . . . . 2351 . . 0 4.b c. Interest accrued and unpaid on deposits of consolidated subsidiaries . . . . . . . . . . . 5514 . . 0 4.c 5. Deposits of insured branches in Puerto Rico and U.S. territories and possessions: a. Demand deposits in insured branches (included in Schedule RC-E, Part II) . . . . . . . . . 2229 . . 0 5.a b. Time and savings deposits (1) in insured branches (included in Schedule RC-E, Part II) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2383 . . 0 5.b c. Interest accrued and unpaid on deposits in insured branches (included in Schedule RC-G, item 1.b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5515 . . 0 5.c
- ------------- (1) For FDIC insurance assessment purposes, "time and savings deposits" consists of nontransaction accounts and all transaction accounts other than demand deposits. 34 30 SCHEDULE RC-O - CONTINUED
Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ Item 6 is not applicable to state nonmember banks that have not been authorized by the Federal Reserve to act as pass-through correspondents. 6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on behalf of its respondent depository institutions that are also reflected as deposit liabilities of the reporting bank: RCON a. Amount reflected in demand deposits (included in Schedule RC-E, Part I, ---- memorandum item 4.a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2314 . . 631 6.a b. Amount reflected in time and savings deposits (1) (included in Schedule RC-E, Part I, Memorandum item 4.b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2315 . . 0 6.b 7. Unamortized premiums and discounts on time and savings deposits:(1) a. Unamortized premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5516 . . 1,869 7.a b. Unamortized discounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5517 . . 0 7.b 8. To be completed by banks with "Oakar deposits." Total "Adjusted Attributable Deposits" of all institutions acquired under Section 5(d)(3) of the Federal Deposit Insurance Act (from most recent FDIC Oakar Transaction Worksheet(s)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5518 . . 2,377,306 8. 9. Deposits in lifeline accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5596 . . . . . . . . 9.
- ------------------- (1) For FDIC insurance assessment purposes, "time and savings deposits" consists of nontransaction accounts and all transaction accounts other than demand deposits. MEMORANDA
(to be completed each quarter except as noted) Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ 1. Total deposits in domestic offices of the bank (sum of Memorandum items 1.a.(1) and 1.b.(1) must equal Schedule RC, item 13.a): RCON a. Deposit accounts of $ 100,000 or less: ---- (1) Amount of deposit accounts of $ 100,000 or less . . . . . . . . . . . . . . . . . . . 2702 . . 4,868,233 M.1a1 (2) Number of deposit accounts of $ 100,000 or less RCON Number ---- ------ (to be completed for the June report only) . . . .3779 . . N/A . . . . . . M.1a2 b. Deposit accounts of more than $ 100,000: (1) Amount of deposit accounts of more than $ 100,000 . . . . . . . . . . . . . . . . . . 2710 . . 3,055,689 M.1b1 (2) Number of deposit accounts of more than RCON Number ---- ------ $ 100,000 . . . . . . . . . . . . . . . . . . . 2722 . . 6,100 . . . . . . M.1b2 2. Estimated amount of uninsured deposits in domestic offices of the bank: a. An estimate of your bank's uninsured deposits can be determined by multiplying the number of deposit account of more than $ 100,000 reported in Memorandum item 1.b.(2) above by $ 100,000 and subtracting the result from the amount of deposit accounts of more than $ 100,000 reported in Memorandum item 1.b.(1) above. Indicate in the appropriate box at the right whether your bank has a method of procedure for determining a better estimate of uninsured deposits than the RCON YES NO ---- --- -- estimate described above . . . . . . . . . . . . . . . . . . . . . . . . . . 6861. . X M.2.a b. If the box marked YES has been checked, report the estimate of uninsured deposits determined by using your bank's method or procedure . . . . . . . . . . . . 5597. . N/A M.2.b
C477 <- ________________________________________________________________________________ Person to whom questions about the Reports of Condition and Income should be directed: 612 667 9895 BRIAN JARZYNSKI, SUPERVISOR REG REPORTING - -------------------------------------------------------------------------------- Person and Title (TEXT 8901) Area code and phone number (TEXT 8902) 35 31 SCHEDULE RC-R - RISK-BASED CAPITAL This schedule must be completed by all banks as follows: Banks that reported total assets of $1 billion or more in Schedule RC, item 12, for June, 30, 1992, must complete items 2 through 9 and Memorandum item 1. Banks with assets of less than $1 billion must complete items 1 through 3 below or Schedule RC-R in its entirety, depending on their response to item 1 below. C480<- 1. Test for determining the extent to which Schedule RC-R must be completed. To be completed only by banks with total assets of less than $1 billion. Indicate in the appropriate box at the right whether the bank has total capital greater than or equal RCFD YES NO to eight percent of adjusted total assets . . . . . . . . . . . . . . . . . . . . . . 6056 N/A 1.
For purposes of this test, adjusted total assets equals total assets less cash, U.S. Treasuries, U.S. Government agency obligations, and 80 percent of U.S. Government-sponsered agency obligations plus the allowance for loan and lease losses and selected off-balance sheet items as reported on Schedule RC-L (see instructions). If the box marked YES has been checked, then the bank only has to complete items 2 and 3 below. If the box marked NO has been checked, the bank must complete the remainder of this schedule. A NO response to item 1 does not necessarily mean that the bank's actual risk-based capital ratio is less than eight percent or that the bank is not in compliance with the risk-based capital guidelines.
Dollar Amounts in Thousands - --------------------------------------------------------------------------------------------------------------------------- (Column A) (Column B) Subordinated Debt (1) and Items 2 and 3 are to be completed by all banks. Intermediate Term Other Limited-Life Preferred Stock Capital Instruments ------------------------- ------------------- 2. Subordinated debt(1) and other limited-life capital instruments (original weighted average maturity of at least five years) with a remaining maturity of: . . . . RCFD RCFD a. One year or less . . . . . . . . . . . . . . . . . . . . 3780 . . 8 3786. . 0 2.a b. Over one year through two years . . . . . . . . . . . . 3781 . . 8 3787. . 0 2.b c. Over two years through three years . . . . . . . . . . . 3782 . . 8 3788. . 0 2.c d. Over three years through four years . . . . . . . . . . 3783 . . 1,508 3789. . 0 2.d e. Over four years through five years . . . . . . . . . . . 3784 . . 8 3790. . 0 2.e f. Over five years . . . . . . . . . . . . . . . . . . . . 3785 . . 160,178 3791. . 0 2.f 3. Total qualifying capital (i.e., Tier 1 and Tier 2 Capital) allowable under the RCFD risk-based capital guidelines . . . . . . . . . . . . . . . 3792 1,320,492 3.
Items 4-9 and Memorandum item 1 are to be completed by banks that answered NO to item 1 above and by banks with total assets of $1 billion or more.
(Column A) (Column B) Assets Recorded on the Credit Equivalent Amount Balance Sheet of Off-Balance Sheet Items (2) ---------------------- ------------------------------ 4. Assets and credit equivalent amounts of off-balance sheet items assigned to the Zero percent risk category: a. Assets recorded on the balance sheet: (1) Securities issued by, other claims on, and claims unconditionally guaranteed by, the U.S. Government and its agencies and other OECD . . . . . RCFD RCFD ---- ---- central governments . . . . . . . . . . . . . . . . 3794. . 185,630 . . . . . 4.a.1 (2) All other . . . . . . . . . . . . . . . . . . . . . 3795. . 289,471 . . . . . 4.a.2 b. Credit equivalent amount of off-balance sheet items . . . . . 3796. . 0 4.b - ------------------
(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.e, "Total." (2) Do not report in column B the risk-weighted amount of assets reported in column A. 36 32 SCHEDULE RC-R - CONTINUED
Dollar Amounts in Thousands - -------------------------------------------------------------------------------------------------------------------------------- (Column A) (Column B) Assets Recorded on the Credit Equivalent Amount Balance Sheet of Off-Balance Sheet Items (1) ---------------------- ------------------------------ 5. Assets and credit equivalent amounts of off-balance sheet items assigned to the 20 percent risk category: a. Assets recorded on the balance sheet: (1) Claims conditionally guaranteed by the U.S. Government and its agencies and other OECD RCFD RCFD ---- ---- central governments . . . . . . . . . . . . . . . . 3798. . 1,659,585 . . . . . 5.a.1 (2) Claims collateralized by securities issued by the U.S. Government and its agencies and other OECD central governments; by securities issued by U.S. Government-sponsored agencies; and by cash on deposit . . . . . . . . . . . . . . . . . . 3799. . 0 . . . . . 5.a.2 (3) All other . . . . . . . . . . . . . . . . . . . . . 3800. . 3,822,572 . . . . . 5.a.3 b. Credit equivalent amount of off-balance sheet items . . . . . . 3801. . 454,656 5.b 6. Assets and credit equivalent amounts of off-balance sheet items assigned to the 50 percent risk category: a. Assets recorded on the balance sheet . . . . . . . . . . 3802. . 3,938,001 . . . . . 6.a b. Credit equivalent amount of off-balance sheet items . . . . . . 3803. . 134,908 6.b 7. Assets and credit equivalent amounts of off-balance sheet items assigned to the 100 percent risk category: a. Assets recorded on the balance sheet . . . . . . . . . . 3804. . 5,558,297 . . . . . 7.a b. Credit equivalent amount of off-balance sheet items . . . . . . 3805. . 1,694,375 7.b 8. On-balance sheet values (or portions thereof) of interest rate, foreign exchange rate, and commodity contracts which have a capital assessment for their off-balance sheet exposure under the risk-based capital guidelines and those contracts (e.g., futures contracts) excluded from the calculation of the risk-based capital ratio (exclude margin accounts and accrued receivables from this item) . . . . . . . . . . . . . . . . . . . . . . 3806. . 19,973 . . . . . 8. 9. Total assets recorded on the balance sheet (sum of items 4.a, 5.a, 6.a, 7.a, and 8, column A) (must equal Schedule RC, item 12 plus items 4.b and 4.c, plus Schedule RC-B, item 6.a.(3), column A) . . . . . . . . . . 3807. . 15,473,529 . . . . . 9.
MEMORANDUM
Dollar Amounts in Thousands - -------------------------------------------------------------------------------------------------------------------------------- (Column A) (Column B) Notional Principal Replacement Cost Value (Market Value) ------------------ ---------------- 1. Notional principal value and replacement cost of interest rate and foreign exchange rate contracts (in column B, report only those contracts with a positive replacement cost): RCFD RCFD ---- ---- a. Interest rate contracts (exclude futures contracts) . . . . . . 3808. . 27,748 M.1.a (1) With a remaining maturity of one year or less . . . 3809. . 9,005,988 . . . . . M.1.a1 (2) With a remaining maturity of over one year . . . . 3810. . 1,831,812 . . . . . M.1.a2 b. Foreign exchange rate contracts (exclude contracts with an original maturity of 14 days or less and futures contracts) . . . . . . . . . . . . . . . . . . . . . . . . . 3811. . 5,875 M.1.b (1) With a remaining maturity of one year or less . . . 3812. . 631,953 . . . . . M.1.b1 (2) With a remaining maturity of over one year . . . . . 3813. . 15,558 . . . . . M.1.b2
- ------------------ (1) Do not report in column B the risk-weighted amount of assets reported in column A. 37 33 OPTIONAL NARRATIVE STATEMENT CONCERNING THE AMOUNTS REPORTED IN THE REPORTS OF CONDITION AND INCOME at close of business on December 31, 1993 Norwest Bank Minnesota, N.A. Minneapolis MN - ---------------------------- ----------- -------- Legal Title of Bank City State The management of the reporting bank may, if it wishes, submit a brief narrative statement on the amounts reported in the Reports of Condition and Income. This optional statement will be made available to the public, along with the publicly available data in the Reports of Condition and Income, in response to any request for individual bank report data. However, the information reported in column A and in all of Memorandum item 1 of Schedule RC-N is regarded as confidential and will not be released to the public. BANKS CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC-N, OR ANY OTHER INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a statement may check the "No comment" box below and should make no entries of any kind in the space provided for the narrative statement; i.e., DO NOT enter in this space such phrases as "No statement," "Not applicable," "N/A," "No comment," and "None." The optional statement must be entered on this sheet. The statement should not exceed 100 words. Further, regardless of the number of words, the statement must not exceed 750 characters, including punctuation, indentation, and standard spacing between words and sentences. If any submission should exceed 750 characters, as defined, it will be truncated at 750 characters with no notice to the submitting bank and the truncated statement will appear as the bank's statement both on agency computerized records and in computer- file releases to the public. All information furnished by the bank in the narrative statement must be accurate and not misleading. Appropriate efforts shall be taken by the submitting bank to ensure the statement's accuracy. The statement must be signed, in the space provided below, by a senior officer of the bank who therby attests to its accuracy. If, subsequent to the original submission, material changes are submitted for the data reported in the Reports of Conditions and Income, the existing narrative statement will be deleted from the files, and from disclosure; the bank, at its option, may replace it with a statement, under signature, appropriate to the amended data. The optional narrative statement will appear in agency records and in release to the public exactly as submitted (or amended as described in the preceding paragraph) by the management of the bank (except for the truncation of statements exceeding the 750- character limit described above). THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE REPORTING BANK. [C471 C472] No comment: X (RCON 6979) BANK MANAGEMENT STATEMENT (Please type or print clearly) (TEXT 6980): /s/ 1/28/94 ---------------------- ----------------- Signature of Executive Date of Signature Officer of Bank 38 34 THIS PAGE IS TO BE COMPLETED BY ALL BANKS OMB No. For OCC: 1557- 0081 OMB No. For FDIC: 3064- 0052 OMB No. For Federal Reserve: 7100- 0036 Expiration Date: 02/28/95 SPECIAL REPORT (Dollar Amounts in Thousands) CLOSE OF BUSINESS DATE: FDIC Certificate Number: December 31, 1993 05208 C700 <- - ------------------------------------------------------------------------------ LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date) - ------------------------------------------------------------------------------ The following information is required by Public Laws 90-94 and 102-242, but does not constitute a part of the Report of Condition. With each Report of Condition, these Laws require all banks to furnish a report of all loans or other extensions of credit to its executive officers made since the date of the previous Report of Conditions. Data regarding individual loans or other extensions of credit are not required. If no such loans or other extions of credit were made during the period, insert "none" against subitem (a). (Exclude the first $5,000 of indebtedness of each executive officer under bank credit card plan.) See Sections 215.2 and 215.3 of Title 12 of the Code of Federal Regulations (Federal Reserve Board Regulation O) for the definitions of "executive officer" and "extension of credit," respectively. Exclude loans and other extensions of credit to directors and principal shareholders who are not executive officers. a. Number of loans made to executive officers since the previous Call report date 3561 1 a. b. Total dollar amount of above loans (in thousands of dollars) 3562 530 b. c. Range of interest charged on above loans (example: 9-3/4% = 9.75) 7701/7702 4.00% to 4.00% c.
/s/ 1/28/94 - ------------------------------ --------------------- SIGNATURE AND TITLE OF OFFICER DATE(Month, Day, Year) AUTHORIZED TO SIGN REPORT - -------------------------------------- ---------------------------------- NAME AND TITLE OF PERSON TO WHOM AREA CODE/PHONE NUMBER (TEXT 8904) INQUIRIES MAY BE DIRECTED (TEXT 8903) 612 667 9895 BRIAN JARZYNSKI, SUPERVISOR REG REPORTING - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----