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As filed with the Securities and Exchange Commission on May 2, 1997
Registration No. 333-[ ]
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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<TABLE>
<S> <C>
RIGGS NATIONAL CORPORATION RIGGS CAPITAL II
(Exact name of registrant as specified in its Charter) (Exact name of registrant as specified in its Trust Agreement)
Delaware Delaware
(State or other jurisdiction of incorporation or organization) (State or other jurisdiction of incorporation or organization)
52-1217953 To Be Applied For
(I.R.S. Employer Identification Number) (I.R.S. Employer Identification Number)
1503 Pennsylvania Avenue, N.W. c/o RIGGS NATIONAL CORPORATION
Washington, D.C. 20005 1503 Pennsylvania Avenue, N.W.
(301) 887-6000 Washington, D.C. 20005
(Address, including zip code, and telephone number, including (301) 887-6000
area code, of registrant's principal executive offices) (Address, including zip code,
and telephone number, including area code,
of registrant's principal executive offices)
</TABLE>
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Linda A. Madrid, Esq.
Riggs National Corporation
800 17th Street, N.W.
Washington, D.C. 20006
(301) 887-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
Robert H. Craft, Jr.
Sullivan & Cromwell
1701 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
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Approximate date of commencement of proposed sale of securities to the public:
As soon as practicable after the effective date of this registration statement.
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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]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] ___________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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The registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrants
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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Proposed
maximum maximum Amount of
Amount to be offering price aggregate offering registration
Title of each class of securities to be registered registered per unit(1) price(1) fee
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<S> <C> <C> <C> <C>
Junior Subordinated Deferrable Interest
Debentures of Riggs National Corporation (2)......................... 200,000 $1,000 $200,000,000 N/A
Series C Preferred Securities of Riggs Capital II.................... 200,000 $1,000 $200,000,000 $60,610
Riggs National Corporation Guarantee with
respect to Series C Securities (3)(4)................................ N/A N/A N/A N/A
Total................................................................ 200,000 (5) 100% $200,000,000 (5) $60,610
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</TABLE>
(1) Estimated solely for the purpose of computing the registration fee.
(2) The Junior Subordinated Deferrable Interest Debentures have been purchased
by Riggs Capital II with the proceeds of the sale of the Series C Preferred
Securities.
(3) No separate consideration will be received for the Riggs National
Corporation Guarantee.
(4) This Registration Statement is deemed to cover the Junior Subordinated
Deferrable Interest Debentures of Riggs National Corporation, the rights of
holders of Junior
<PAGE>
Subordinated Deferrable Interest Debentures of Riggs National Corporation
under the Indenture, the rights of holders of Series C Preferred Securities
under the Trust Agreement and the rights of holders of the Series C
Preferred Securities under the Guarantee, which taken together, fully,
irrevocably and unconditionally guarantee all of the respective obligations
of Riggs Capital II under the Series C Preferred Securities.
(5) Such amount represents the principal amount of Junior Subordinated
Deferrable Interest Debentures issued at their principal amount and the
issue price rather than the principal amount of Junior Subordinated
Deferrable Interest Debentures issued at an original issue discount. Such
amount also represents the initial public offering price of the Riggs
Capital II Series C Preferred Securities.
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<PAGE>
RIGGS CAPITAL II
CROSS REFERENCE SHEET
(Pursuant to Item 501(b) of Regulation S-K)
<TABLE>
<CAPTION>
Form S-3 Item Number and Captions Heading or Location in Prospectus
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<S> <C>
1. Forepart of the Registration Statement and Facing Page; Cross Reference Sheet; Outside
Outside Front Cover Page of Prospectus................ Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Inside Front and Outside Back Cover Pages of
Prospectus............................................ Prospectus; Available Information;
Incorporation of Certain Documents by
Reference
3. Summary Information, Risk Factors and Ratio of Prospectus Summary; Risk Factors; Ratio of
Earnings to Fixed Charges............................. Earnings to Fixed Charges and Ratio of
Earnings to Combined Fixed Charges and
Preferred Stock Dividend Requirements
4. Use of Proceeds....................................... Use of Proceeds
5. Determination of Offering Price....................... *
6. Dilution.............................................. *
7. Selling Security Holders.............................. Selling Securityholders
8. Plan of Distribution.................................. Plan of Distribution
9. Description of Securities to be Registered............ Description of Capital Stock
10. Interests of Named Experts and Counsel................ Validity of Securities
11. Material Changes...................................... Description of the Series C Preferred
Securities; Description of the Series C
Subordinated Debentures; Description of the
Series C Guarantee; Relationship Among the
Series C Preferred Securities, the Series C
Subordinated Debentures, the Expense
Agreement and the Series C Guarantee
12. Incorporation of Certain Information by Incorporation of Certain Documents
Reference............................................. by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities........ *
</TABLE>
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* Not applicable.
<PAGE>
SUBJECT TO COMPLETION, DATED MAY 2, 1997
$200,000,000
Riggs National Corporation
Junior Subordinated Deferrable
Interest Debentures
Riggs Capital II
8 7/8% Trust Preferred Securities, Series C
(Liquidation Amount $1,000 per Preferred Security)
200,000 Preferred Securities
Fully and Unconditionally Guaranteed by
Riggs National Corporation
The 8 7/8% Trust Preferred Securities, Series C (the "Series C Preferred
Securities"), offered hereby represent beneficial interests in Riggs Capital II,
a trust formed under the laws of the State of Delaware (the "Series C Issuer").
Riggs National Corporation, a Delaware corporation (the "Corporation"), is the
owner of all of the beneficial interests represented by common securities of the
Series C Issuer (the "Series C Common Securities" and, collectively with the
Series C Preferred Securities, the "Series C Securities"). The Bank of New York
is the Property Trustee of the (Continued on the following pages)
See "Risk Factors" beginning on page 17 hereof for certain information
relevant to an investment in the Series C Preferred Securities.
THESE SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS
OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE
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The Series C Preferred Securities offered hereby are being offered for sale
from time to time by the selling securityholders named herein (the "Selling
Securityholders"), and neither the Corporation nor the Series C Issuer will
receive any of the proceeds from such sales. The Series C Preferred Securities
may be sold in the over-the-counter market or on any national securities
exchange or automated quotation system on which the Series C Preferred
Securities may be listed or quoted in the future, in negotiated transactions,
through the writing of options on shares or a combination of such methods of
sale, at market prices prevailing at the time of sale, at prices related thereto
or at negotiated prices. Each Selling Securityholder may sell shares directly to
other purchasers, through agents or through broker-dealers, which may receive
compensation in the form of underwriting discounts, concessions or commissions
(and such compensation may be in excess of customary commissions). See "Plan of
Distribution".
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The date of this Prospectus is ________ __, 1997.
[Red Herring Rider -
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 State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the Securities Laws of any such State.]
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(continued from the previous page)
Series C Issuer. The Series C Issuer exists for the sole purpose of issuing the
Series C Securities and investing the proceeds from the sale thereof in
$206,186,000 aggregate principal amount of 8 7/8% Junior Subordinated Deferrable
Interest Debentures, Series C (the "Series C Subordinated Debentures"), to be
issued by the Corporation. The Series C Subordinated Debentures will mature on
March 15, 2027 (which date may be shortened to a date not earlier than March 12,
2012 in certain circumstances as described under "Description of Series C
Subordinated Debentures--Tax Event or Capital Treatment Event Redemption") ( the
"Stated Maturity"). The Series C Preferred Securities have a preference under
certain circumstances with respect to cash distributions and amounts payable on
liquidation, redemption or otherwise over the Series C Common Securities. See
"Description of the Series C Preferred Securities--Subordination of the Series C
Common Securities".
The Series C Preferred Securities were originally issued by the Series C
Issuer to Dillon, Read & Co. Inc. (the "Initial Purchaser") and were
subsequently resold by the Initial Purchaser to qualified institutional buyers
in reliance on Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act").
The Series C Preferred Securities are listed on the Private Offerings,
Resales and Trading through Automated Linkages ("PORTAL") market of the National
Association of Securities Dealers, Inc.
Holders of the Series C Preferred Securities are entitled to receive
preferential cumulative cash distributions accumulating from March 12, 1997 and
payable semi-annually in arrears on June 30 and December 31 of each year,
commencing June 30, 1997, at the annual rate of 8 7/8% of the Liquidation Amount
(as defined herein) of $1,000 per Series C Preferred Security ("Distributions").
Subject to certain exceptions, the Corporation has the right to defer payment of
interest on the Series C Subordinated Debentures at any time or from time to
time for a period not exceeding 10 consecutive semi-annual periods with respect
to each deferral period (each, an "Extension Period"), provided that no
Extension Period may extend beyond the Stated Maturity of the Series C
Subordinated Debentures. Upon the termination of any such Extension Period and
the payment of all interest then accrued and unpaid (together with interest
thereon at the rate of 8 7/8%, compounded semi-annually, to the extent permitted
by applicable law), the Corporation may elect to begin a new Extension Period
subject to the requirements set forth herein. If interest payments on the Series
C Subordinated Debentures are so deferred, Distributions on the Series C
Preferred Securities will also be deferred, and the Corporation will not be
permitted, subject to certain exceptions described herein, to declare or pay any
cash distributions with respect to the capital stock of the Corporation or debt
securities of the Corporation that rank pari passu with or junior to the Series
C Subordinated Debentures. During an Extension Period, interest on the Series C
Subordinated Debentures will continue to accrue (and the amount of Distributions
to which holders of the Series C Preferred Securities are entitled will
accumulate) at the rate of 8 7/8% per annum, compounded semi-annually, and
holders of the Series C Preferred Securities will be required to accrue interest
income for United States federal income tax purposes. See "Description of the
Series C Subordinated Debentures--Right to Defer Interest Payment Obligation",
"Certain Federal Income Tax Consequences--Original Issue Discount" and "Risk
Factors--Right to Defer Interest Payment Obligation; Tax Consequences; Market
Price Consequences".
The Corporation has, through the Series C Guarantee, the Trust Agreement,
the Series C Subordinated Debentures, the Indenture and the Expense Agreement
(each as defined herein), taken together, fully, irrevocably and unconditionally
guaranteed all of the Series C Issuer's obligations under the Series C Preferred
Securities. See "Relationship Among the Series C Preferred Securities, the
Series C Subordinated Debentures, the Expense Agreement and the Series C
Guarantee--Full and Unconditional Guarantee". The Series C Guarantee of the
Corporation (the "Series C Guarantee") guarantees the payment of Distributions
and payments on liquidation or redemption of the Series C Preferred Securities,
but only in each case to the extent of funds held by the Series C Issuer, as
described herein. See "Description of the Series C Guarantee". If the
Corporation does not make interest payments on the Series C Subordinated
Debentures held by the Series C Issuer, the Series C Issuer will have
insufficient funds to pay Distributions on the Series C Preferred Securities.
The Series C Guarantee does not cover payment of Distributions when the Series C
Issuer does not have sufficient funds to pay such Distributions. In such event,
a holder of the Series C Preferred Securities may institute a legal proceeding
directly against the Corporation to enforce payment of such Distributions to
such holder. See "Description of the Series C Subordinated
Debentures--Enforcement of Certain Rights by Holders of the Series C Preferred
Securities". The obligations of the Corporation under the Series C Guarantee and
the Series C Subordinated Debentures are subordinate and junior in right of
payment to all Senior Debt (as defined in "Description of the Series C
Subordinated Debentures--Subordination") of the Corporation.
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(continued from the previous page)
The Series C Preferred Securities are subject to mandatory redemption, in
whole or in part, upon repayment of the Series C Subordinated Debentures at
their Stated Maturity (as defined herein) or their earlier redemption. Subject
to the Corporation having received prior approval of the Board of Governors of
the Federal Reserve System (the "Federal Reserve") to do so if then required
under applicable capital guidelines or policies, the Series C Subordinated
Debentures are redeemable prior to their Stated Maturity at the option of the
Corporation (i) on or after March 15, 2007, in whole at any time or in part from
time to time at a redemption price (the "Optional Redemption Price") equal to
104.438% of the principal amount thereof on March 15, 2007, declining ratably on
each March 15 thereafter to 100% on or after March 15, 2017, plus accrued and
unpaid interest thereon to the date of redemption, or (ii) at any time whether
before or after March 15, 2007, in whole (but not in part), within 90 days
following the occurrence and continuation of a Tax Event (as defined herein) at
100% of the principal amount thereof plus accrued and unpaid interest thereon to
the date of Redemption (the "Tax Event Redemption Price"), subject to the
conditions described under "Description of Series C Subordinated Debentures--Tax
Event or Capital Treatment Event Redemption" or (iii) at any time prior to March
15, 2007, in whole but not in part, within 90 days following the occurrence and
continuation of a Capital Treatment Event (as defined herein), at a redemption
price equal to the Make-Whole Amount (as defined herein) plus accrued and unpaid
interest thereon to the date fixed for redemption (the "Capital Event Redemption
Price"). See "Description of the Series C Subordinated Debentures--Optional
Redemption" and "Description of the Series C Subordinated Debentures--Tax Event
or Capital Treatment Event Redemption".
The Corporation has the right at any time to terminate the Series C Issuer
and cause the Series C Subordinated Debentures to be distributed to the holders
of the Series C Preferred Securities in exchange therefor upon liquidation of
the Series C Issuer, subject to the Corporation having received prior approval
of the Federal Reserve to do so if then required under applicable capital
guidelines or policies. See "Description of the Series C Preferred
Securities--Liquidation of the Series C Issuer and Distribution of the Series C
Subordinated Debentures to Holders".
In the event of the termination of the Series C Issuer, after satisfaction
of liabilities to creditors of the Series C Issuer as required by applicable
law, the holders of the Series C Preferred Securities will be entitled to
receive a Liquidation Amount of $1,000 per Series C Preferred Security plus
accumulated and unpaid Distributions thereon to the date of payment, which will
be in the form of a distribution of such amount in Series C Subordinated
Debentures, subject to certain exceptions. See "Description of the Series C
Preferred Securities--Liquidation Distribution upon Termination".
The Series C Subordinated Debentures are unsecured and subordinated to all
Senior Debt of the Corporation. At September 30, 1996, the aggregate outstanding
Senior Debt of the Corporation was approximately $192 million. See "Description
of the Series C Subordinated Debentures--Subordination".
The Series C Preferred Securities will be represented by global
certificates registered in the name of The Depository Trust Company ("DTC") or
its nominee, except as set forth below. Beneficial interests in the Series C
Preferred Securities will be shown on, and transfers thereof will be effected
only through, records maintained by participants in DTC. Series C Preferred
Securities in certificated form will not be issued in exchange for the global
certificates. See "Book-Entry Issuance".
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SERIES C PREFERRED
SECURITIES, INCLUDING OVER-ALLOTMENT , STABILIZING AND SHORT-COVERING
TRANSACTIONS IN SUCH SECURITIES, AND THE IMPOSITION OF A PENALTY BID, IN
CONNECTION WITH THE OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN
OF DISTRIBUTION".
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<PAGE>
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER THIS CHAPTER WITH THE STATE OF NEW HAMPSHIRE NOR
THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN
THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT
ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY
WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO,
ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
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 can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the Commission located at
7 World Trade Center, 13th Floor, Suite 1300, New York, New York 10048 and Suite
1400, Citicorp Center, 14th Floor, 500 West Madison Street, Chicago, Illinois
60661. Copies of such material can also be obtained at prescribed rates by
writing to the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Such material may also be accessed electronically
by means of the Commission's home page on the Internet at http://www.sec.gov.
Such material can also be inspected and copied at the office of the Nasdaq
National Market, 1735 K Street, N.W., Washington, D.C. 20006.
The Corporation and the Series C Issuer have filed with the Commission a
Registration Statement on Form S-3 (together with all amendments and exhibits
thereto, the "Registration Statement") under the Securities Act with respect to
the securities offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement, certain portions of which
have been omitted as permitted by the rules and regulations of the Commission.
For further information with respect to the Corporation and the securities
offered hereby, reference is made to the Registration Statement and the exhibits
and the financial statements, notes and schedules filed as a part thereof or
incorporated by reference therein, which may be inspected at the public
reference facilities of the Commission at the addresses set forth above or
through the Commission's homepage on the Internet. Statements made in this
Prospectus concerning the contents of any documents referred to herein are not
necessarily complete, and in each instance are qualified in all respects by
reference to the copy of such document filed as an exhibit to the Registration
Statement.
No separate financial statements of the Series C Issuer have been included
herein. The Corporation and the Series C Issuer do not consider that such
financial statements would be material to holders of the Series C Preferred
Securities because the Series C Issuer is a newly-formed special purpose entity,
has no operating history or independent operations and is not engaged in and
does not propose to engage in any activity other than holding as trust assets
the Series C Subordinated Debentures and issuing the Series C Securities.
Furthermore, taken together, the Corporation's obligations under the Series C
Junior Subordinated Debentures, the Indenture, the Guarantee, the Expense
Agreement and the Trust Agreement (each as defined herein) provide, in the
aggregate, a full, irrevocable and unconditional guarantee of payments of
Distributions and other amounts due on the Series C Preferred Securities. See
"Description of the Series C Preferred Securities", "Description of the Series C
Subordinated Debentures" and "Description of the Series C Guarantee".
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the Commission are
incorporated into this Prospectus by reference:
1. The Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
2. The Corporation's Form 8-K, filed on December 13, 1996, March 6, 1997
and March 12, 1997.
3. The Corporation's Proxy Statement filed April 17, 1997.
All reports and proxy statements filed by the Corporation with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Prospectus and prior to the termination of this offering
shall likewise be deemed to be incorporated in this Prospectus and made a
constituent part hereof by reference from the respective dates of filing. Any
statement contained herein, or in a document all or a portion of which is
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of the Registration Statement and this Prospectus to the extent
that a statement contained herein 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 such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of the
Registration Statement or this Prospectus.
Any statements contained herein or in a document all or a portion of which
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of the Registration Statement to the
extent that a statement contained herein 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 such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement.
The Corporation will provide, without charge, to any person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated by reference herein (other
than exhibits not specifically incorporated by reference into the text of such
documents). Requests for such documents should be directed to Ms. Linda Madrid
at the corporate headquarters of the Corporation, 1503 Pennsylvania Avenue,
N.W., Washington, D.C. 20005 (telephone no. (301) 887-6000).
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<PAGE>
PROSPECTUS SUMMARY
This summary is qualified by the more detailed information and financial
statements in the Corporation's Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and Amended Quarterly Report on Form 10-QA, which are incorporated by
reference in this Prospectus. As used herein, (i) the "Indenture" means the
Series C Subordinated Indenture, as amended and supplemented from time to time,
between the Corporation and The Bank of New York, as trustee (the "Debenture
Trustee"), and (ii) the "Trust Agreement" means the Amended and Restated Trust
Agreement relating to the Series C Issuer among the Corporation, as depositor,
The Bank of New York, as property trustee (the "Property Trustee"), The Bank of
New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and the
Administrative Trustees named therein (collectively with the Property Trustee
and Delaware Trustee, the "Series C Issuer Trustees").
The Corporation
The Corporation is a Washington, D.C.-based bank holding company registered
under the Bank Holding Company Act of 1956, as amended (the "BHCA"), which
operates throughout the Washington, D.C. metropolitan area. The Corporation also
has banking operations or separate subsidiaries in Miami, Florida; London,
England; Paris, France; and Nassau, Bahamas.
The Corporation's principal subsidiary is Riggs Bank N.A. ("Riggs Bank"), a
national banking association founded in 1836 and incorporated under the national
banking laws of the United States in 1896. In early 1996, the Corporation
consolidated its three separate banking subsidiaries: The Riggs National Bank of
Washington, D.C., The Riggs National Bank of Maryland and The Riggs National
Bank of Virginia under the name Riggs Bank N.A. Riggs Bank operates 57 branches
and an investment advisory subsidiary in the Washington, D.C. metropolitan area,
a commercial bank in London, an Edge Act subsidiary in Miami, a branch office in
London, a bank in Paris, and a bank and trust company in the Bahamas.
Riggs Bank Europe Limited ("Riggs Europe"), formerly Riggs AP Bank Limited,
a merchant bank located in London, is a wholly-owned subsidiary of Riggs Bank
which provides traditional corporate banking services, commercial property
financing, private banking services and trade finance.
The Corporation is a Delaware corporation with its principal office at 1503
Pennsylvania Avenue, N.W., Washington, D.C. 20005. Its telephone number is (301)
887-6000.
The Series C Issuer
The Series C Issuer is a statutory business trust formed under Delaware law
pursuant to (i) the Trust Agreement executed by the Corporation, as depositor,
The Bank of New York, as Property Trustee, The Bank of New York (Delaware), as
Delaware Trustee, and the Administrative Trustees named therein and (ii) the
filing of a certificate of trust with the Delaware Secretary of State on March
4, 1997. Prior to the issuance of the Series C Preferred Securities, the trust
agreement was amended and restated in its entirety as described herein (as so
amended and restated, the "Trust Agreement"). All of the Series C Common
Securities are owned by the Corporation. The Corporation has acquired Series C
Common Securities in an aggregate Liquidation Amount equal to 3% of the total
capital of the Series C Issuer. The Series C Issuer exists for the exclusive
purposes of (i) issuing and selling the Series C Securities, (ii) using the
proceeds from the sale of the Series C Securities to acquire Series C
Subordinated Debentures issued by the Corporation and (iii) engaging in only
those other activities necessary or incidental thereto (such as registering the
transfer of the Series C Securities). Accordingly, the Series C Subordinated
Debentures are the sole assets of the Series C Issuer, and payments under the
Series C Subordinated Debentures are the sole revenues
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<PAGE>
of the Series C Issuer. The principal executive office of the Series C Issuer is
1503 Pennsylvania Avenue, N.W., Washington, D.C. 20005, and its telephone number
is (301) 887-6000.
The Offering
The Series C Issuer................... Riggs Capital II, a Delaware statutory
business trust (the "Series C Issuer").
The sole assets of the Series C Issuer
are the Series C Subordinated
Debentures.
Securities Offered.................... 8 7/8% Trust Preferred Securities,
Series C (the "Series C Preferred
Securities"), evidencing undivided
beneficial interests in the assets of
the Series C Issuer. The Series C
Preferred Securities offered hereby were
originally issued by the Series C Issuer
to the Initial Purchaser and were
subsequently resold by the Initial
Purchaser to qualified institutional
buyers in reliance on Rule 144A under
the Securities Act in March, 1997 (the
"March Securities Sale").
Distributions......................... Holders of the Series C Preferred
Securities are entitled to receive
cumulative cash Distributions at an
annual rate of 8 7/8% of the Liquidation
Amount of $1,000 per Series C Preferred
Security, accumulating from March 12,
1997 and payable semi-annually in
arrears on June 30 and December 31 of
each year, commencing on June 30, 1997.
The distribution rate and the
distribution and other payment dates for
the Series C Preferred Securities will
correspond to the interest rate and
interest and other payment dates on the
Series C Subordinated Debentures. See
"Description of the Series C Preferred
Securities".
Series C Subordinated Debentures...... The Series C Issuer has invested the
proceeds from the issuance of the Series
C Securities in an equivalent amount of
the Series C Subordinated Debentures.
The Series C Subordinated Debentures
will mature on March 15, 2027. The
Series C Subordinated Debentures rank
subordinate and junior in right of
payment to all Senior Debt of the
Corporation, which is generally defined
to include all other current and future
indebtedness of the Corporation (except
the Series A Subordinated Debentures and
trade and other liabilities arising in
the ordinary course of business), unless
such other indebtedness expressly
provides that it is not superior in
right of payment to the Series C
Debentures. On December 13, 1996, the
Corporation issued approximately $154.6
million in aggregate principal amount of
its Series A Subordinated Debentures,
which will rank pari passu with the
Series C Subordinated Debentures. (The
Corporation does
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<PAGE>
not have any Series B Subordinated
Debentures issued or outstanding.) In
addition, because the Corporation is a
holding company, the Corporation's
obligations under the Series C
Subordinated Debentures are effectively
subordinated to all existing and future
liabilities and obligations of its
subsidiaries. See "Risk Factors--Ranking
of Subordinated Obligations Under the
Series C Guarantee and the Series C
Subordinated Debentures" and "--Holding
Company Liquidity" and "Description of
the Series C Subordinated Debentures--
Subordination".
Series C Guarantee.................... Payments of Distributions out of moneys
held by the Series C Issuer, and
payments on liquidation of the Series C
Issuer or the redemption of the Series C
Preferred Securities, are guaranteed by
the Corporation to the extent the Series
C Issuer has funds available therefor.
The Corporation's obligations under the
Series C Guarantee, taken together with
its obligations under the Series C
Subordinated Debentures, the Indenture
and the Expense Agreement, constitute a
full and unconditional guarantee of all
of the Series C Issuer's obligations
under the Series C Preferred Securities.
See "Description of the Series C
Guarantee" and "Relationship Among the
Series C Preferred Securities, the
Series C Subordinated Debentures, the
Expense Agreement and the Series C
Guarantee". The obligations of the
Corporation under the Series C Guarantee
are subordinate and junior in right of
payment to all Senior Debt of the
Corporation. See "Risk Factors--Ranking
of Subordinated Obligations Under the
Series C Guarantee and the Series C
Subordinated Debentures" and
"Description of the Series C Guarantee".
Right to Defer Interest............... So long as no event of default under the
Indenture has occurred and is
continuing, the Corporation has the
right under the Indenture at any time
during the term of the Series C
Subordinated Debentures to defer the
payment of interest at any time or from
time to time for a period not exceeding
10 consecutive semi-annual periods with
respect to each Extension Period,
provided that no Extension Period may
extend beyond the Stated Maturity of the
Series C Subordinated Debentures. At the
end of such Extension Period, the
Corporation must pay all interest then
accrued and unpaid (together with
interest thereon at the annual rate of
8 7/8%, compounded semi-annually, to the
extent permitted by applicable law).
During an Extension Period, interest
will continue to accrue and
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<PAGE>
holders of the Series C Subordinated
Debentures (or holders of the Series C
Preferred Securities, while outstanding)
will be required to accrue interest
income for United States federal income
tax purposes.
During any such Extension Period, the
Corporation may not, and may not permit
any subsidiary of the Corporation to,
(i) declare or pay any dividends or
distributions on, or redeem, purchase,
acquire or make a liquidation payment
with respect to, any of the
Corporation's capital stock or (ii) make
any payment of principal, interest or
premium, if any, on or repay, repurchase
or redeem any debt securities of the
Corporation (including the Series A
Subordinated Debentures) that rank pari
passu with or junior in right of payment
to the Series C Subordinated Debentures
or make any guarantee payments with
respect to any guarantee by the
Corporation of the debt securities of
any subsidiary of the Corporation if
such guarantee ranks pari passu with or
junior in right of payment to the Series
C Subordinated Debentures (other than
(a) dividends or distributions in common
stock of the Corporation, (b) any
declaration of a dividend in connection
with the implementation of a
stockholders' rights plan, the issuance
of stock under any such plan in the
future or the redemption or repurchase
of any such rights pursuant thereto, (c)
payments under the Series C Guarantee
and (d) purchases of common stock
related to the issuance of common stock
or rights under any of the Corporation's
benefit plans for its directors,
officers or employees). Prior to the
termination of any such Extension
Period, the Corporation may further
defer the payment of interest on the
Series C Subordinated Debentures,
provided that no Extension Period may
exceed 10 consecutive semi-annual
periods or extend beyond the Stated
Maturity of the Series C Subordinated
Debentures. There is no limitation on
the number of times that the Corporation
may elect to begin an Extension Period.
See "Description of the Series C
Subordinated Debentures--Right to Defer
Interest Payment Obligation" and
"Certain Federal Income Tax
Consequences--Original Issue Discount".
Optional and Tax or Capital Treatment
Event Redemption...................... Subject to the Corporation having
received prior approval of the Federal
Reserve to do so if then required under
applicable capital guidelines or
policies, the Series C Subordinated
Debentures are subject to redemption
prior to their Stated Maturity at the
option of the Corporation (i) on or
after March 15,
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<PAGE>
2007, in whole at any time or in part
from time to time at the Optional
Redemption Price equal to 104.438% of
the principal amount thereof on March
15, 2007, declining ratably on each
March 15 thereafter to 100% on or after
March 5, 2017, plus accrued and unpaid
interest thereon to the date of
redemption, or (ii) at any time, whether
occurring before or after March 15,
2007, in whole but not in part,
following the occurrence and
continuation of a Tax Event (as defined
herein) as described under "Description
of Series C Subordinated Debentures--Tax
Event or Capital Treatment Event
Redemption", at a redemption price equal
to 100% of the principal amount thereof
plus accrued and unpaid interest thereon
to the date fixed for redemption or
(iii) at any time prior to March 15,
2007, in whole (but not in part), within
90 days following the occurrence and
continuation of a Capital Treatment
Event (as defined herein) at a
redemption price equal to the Make-Whole
Amount (as defined herein) plus accrued
and unpaid interest thereon to the date
fixed for redemption.
If the Series C Subordinated Debentures
are redeemed prior to their Stated
Maturity, the Series C Issuer must apply
the proceeds of such redemption to
redeem a Like Amount (as defined herein)
of the Series C Preferred Securities and
the Series C Common Securities. The
Series C Preferred Securities will be
redeemed upon repayment of the Series C
Subordinated Debentures at their Stated
Maturity. See "Description of the Series
C Preferred Securities--Redemption".
Distribution of the Series C
Subordinated Debentures upon
Liquidation of the Series C
Issuer................................ The Corporation has the right at any
time, subject to the prior approval of
the Federal Reserve if then required
under applicable capital guidelines or
policies, to terminate the Series C
Issuer and cause the Series C
Subordinated Debentures to be
distributed to the holders of the Series
C Preferred Securities and the Series C
Common Securities in exchange therefor
upon liquidation of the Series C Issuer.
In the event of the liquidation of the
Series C Issuer, after satisfaction of
the claims of creditors of the Series C
Issuer, if any, as provided by
applicable law, the holders of the
Series C Preferred Securities will be
entitled to receive a Liquidation Amount
of $1,000 per Series C Preferred
Security plus accumulated and unpaid
Distributions thereon to the date of
payment, which
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<PAGE>
may be in the form of a distribution of
a Like Amount (as defined herein) of the
Series C Subordinated Debentures,
subject to certain exceptions as
described herein. See "Description of
the Series C Preferred Securities--
Liquidation of the Series C Issuer and
Distribution of the Series C
Subordinated Debentures to Holders".
Use of Proceeds....................... The Corporation will not receive any
proceeds from the sale of the Series C
Preferred Securities offered hereby; all
such proceeds will be received by the
Selling Securityholders.
Shelf Registration Statement.......... Pursuant to a registration rights
agreement dated March 12, 1997 (the
"Registration Rights Agreement") between
the Corporation, the Series C Issuer and
the Initial Purchaser, the Corporation
and the Series C Issuer have agreed to
use their reasonable best efforts to
keep a shelf registration statement (the
"Shelf Registration Statement") with
respect to the Series C Preferred
Securities, the Series C Guarantee and
the Series C Subordinated Debentures
(together, the "Registrable Securities")
effective until two years after the date
it is declared effective or such earlier
date as all Registrable Securities shall
have been disposed of or on which all
Registrable Securities held by persons
that are not affiliates of the
Corporation or the Series C Issuer may
be resold without registration pursuant
to Rule 144(k) under the Securities Act
(the "Effectiveness Period"), subject to
certain exceptions. The Shelf
Registration Statement is generally
intended to permit the Selling
Securityholders to resell from time to
time the Registrable Securities that
they purchased in transactions which
were exempted from the registration
requirements of the Securities Act.
Purchasers of the Registrable Securities
offered pursuant to this Prospectus will
not have any rights under the
Registration Rights Agreement (although
all of the Registrable Securities sold
pursuant to this Registration Statement
will be freely tradeable except by
purchasers who are "affiliates" of the
Corporation or the Series C Issuer or
"underwriters" of the Registrable
Securities for purposes of the
Securities Act). The Registration
Statement, of which this Prospectus is a
part, has been filed by the Corporation
and the Series C Issuer with the
Commission in order to meet the
Corporation's and the Series C Issuer's
obligations under the Registration
Rights Agreement. See "Registration
Rights Agreement".
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<PAGE>
Risk Factors
An investment in the Series C Preferred Securities involves
substantial risks that should be considered by prospective purchasers. In
addition, because holders of the Series C Preferred Securities may receive
Series C Subordinated Debentures on termination of the Series C Issuer,
prospective purchasers of the Series C Preferred Securities are also making an
investment decision with regard to the Series C Subordinated Debentures and
should carefully review all of the information regarding the Series C
Subordinated Debentures contained herein. See "Description of the Series C
Subordinated Debentures" and "Risk Factors".
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<PAGE>
RISK FACTORS
Prospective purchasers of the Series C Preferred Securities
should carefully review the information contained elsewhere in this Prospectus
and should particularly consider the following matters. In addition, because
holders of the Series C Preferred Securities may receive Series C Subordinated
Debentures in exchange therefor on termination of the Series C Issuer,
prospective purchasers of the Series C Preferred Securities are also making an
investment decision with regard to the Series C Subordinated Debentures and
should carefully review all of the information regarding the Series C
Subordinated Debentures contained herein. See "Description of the Series C
Subordinated Debentures".
Ranking of Subordinated Obligations Under the Series C Guarantee and the Series
C Subordinated Debentures
The obligations of the Corporation under the Series C Guarantee
issued by the Corporation for the benefit of the holders of the Series C
Preferred Securities are unsecured and rank subordinate and junior in right of
payment to all Senior Debt of the Corporation, which is generally defined to
include all other current and future indebtedness of the Corporation (except the
Series A Subordinated Debentures and trade and other liabilities arising in the
ordinary course of business), unless such other indebtedness expressly provides
that it is not superior in right of payment to the Series C Subordinated
Debentures. The obligations of the Corporation under the Series C Subordinated
Debentures are subordinate and junior in right of payment to all such Senior
Debt of the Corporation. On December 13, 1996, the Corporation issued
approximately $154.6 million of its Series A Subordinated Debentures, which will
rank pari passu with the Series C Subordinated Debentures. Because the
Corporation is a holding company, the right of the Corporation to participate in
any distribution of assets of any subsidiary, including Riggs Bank, upon such
subsidiary's liquidation or reorganization or otherwise (and thus the ability of
holders of the Series C Preferred Securities to benefit indirectly from such
distribution), is subject to the prior claims of creditors of that subsidiary,
except to the extent that the Corporation may itself be recognized as a creditor
of that subsidiary. There are various legal limitations on the extent to which
certain of the Corporation's subsidiaries may extend credit, pay dividends or
otherwise supply funds to, or engage in transactions with, the Corporation or
certain of its other subsidiaries. Accordingly, the Series C Subordinated
Debentures and the Series C Guarantee are effectively subordinated to all
existing and future liabilities of the Corporation's subsidiaries, and holders
of the Series C Subordinated Debentures should look only to the assets of the
Corporation for payments on the Series C Subordinated Debentures. See "The
Corporation". None of the Indenture, the Series C Guarantee, the Expense
Agreement or the Trust Agreement places any limitation on the amount of secured
or unsecured debt, including Senior Debt, that may be incurred by the
Corporation. See "Description of the Series C Guarantee--Status of the Series C
Guarantee" and "Description of the Series C Subordinated
Debentures--Subordination".
The ability of the Series C Issuer to pay amounts due on the
Series C Preferred Securities is solely dependent upon the Corporation making
payments on the Series C Subordinated Debentures as and when required.
Holding Company Liquidity
As a holding company, the Corporation conducts its operations
principally through its subsidiaries and, therefore, its principal source of
cash, other than its investing and financing activities, is receipt of dividends
from Riggs Bank and the Corporation's other subsidiary banks. However, there are
legal limitations on the source and amount of dividends that a national bank
such as Riggs Bank is permitted to pay. A national bank may pay dividends only
to the extent that retained net profits (including the portion transferred to
surplus) exceed bad debts (as defined by regulation). Moreover, unless a
national bank's surplus fund equals its common capital, dividends may be paid
only after 10 percent of its net profits (as defined by regulation) for the
specified preceding period have been transferred
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<PAGE>
to the bank's surplus fund. In addition, prior approval of the Office of
Comptroller of the Currency (the "OCC") is required if the total of all
dividends declared by a national bank in any calendar year will exceed the sum
of that bank's net profits for that year and its retained net profits for the
preceding two calendar years, less any required transfers to either surplus or
any fund for retirement of any preferred stock. The payment of dividends by
Riggs Bank may also be affected by other factors, such as requirements for the
maintenance of adequate capital. In addition, the OCC is authorized to
determine, under certain circumstances relating to the financial condition of a
national bank, whether the payment of dividends would be an unsafe or unsound
banking practice and to prohibit payment thereof.
Right to Defer Interest Payment Obligation; Tax Consequences; Market Price
Consequences
So long as no event of default under the Indenture has occurred
or is continuing, the Corporation has the right under the Indenture to defer the
payment of interest on the Series C Subordinated Debentures, at any time or from
time to time, for a period not exceeding 10 consecutive semi-annual periods with
respect to each Extension Period, provided that no Extension Period may extend
beyond the Stated Maturity of the Series C Subordinated Debentures. As a
consequence of any such deferral, semi-annual Distributions on the Series C
Preferred Securities by the Series C Issuer will also be deferred (and the
amount of Distributions to which holders of the Series C Preferred Securities
are entitled will accumulate additional Distributions thereon at the rate of
8 7/8% per annum, compounded semi-annually from the relevant payment date for
such Distributions) during any such Extension Period. During any such Extension
Period, the Corporation may not, and may not permit any subsidiary of the
Corporation to, (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of the
Corporation's capital stock, (ii) make any payment of principal, interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Corporation that rank pari passu with or junior in interest to the Series C
Subordinated Debentures (including the Series A Subordinated Debentures) or
(iii) make any guarantee payments with respect to any guarantee by the
Corporation of the debt securities of any subsidiary of the Corporation if such
guarantee ranks pari passu with or junior in interest to the Series C
Subordinated Debentures (other than (a) dividends or distributions in common
stock of the Corporation, (b) any declaration of a dividend in connection with
the implementation of a stockholders' rights plan, or the issuance of stock
under any such plan in the future or the redemption or repurchase of any such
rights pursuant thereto, (c) payments under the Series C Guarantee and (d)
purchases of common stock related to the issuance of common stock or rights
under any of the Corporation's benefit plans for its directors, officers or
employees that was entered into prior to the commencement of such Extension
Period). Prior to the termination of any such Extension Period, the Corporation
may further defer the payment of interest, provided that no Extension Period may
exceed 10 consecutive semi-annual periods or extend beyond the Stated Maturity
of the Series C Subordinated Debentures. Upon the termination of any Extension
Period and the payment of all interest then accrued and unpaid on the Series C
Subordinated Debentures (together with interest thereon at the annual rate of
8 7/8%, compounded semi-annually from the relevant payment date for such
interest, to the extent permitted by applicable law), the Corporation may elect
to begin a new Extension Period subject to the above requirements. There is no
limitation on the number of times that the Corporation may elect to begin an
Extension Period. See "Description of the Series C Preferred
Securities--Distributions" and "Description of the Series C Subordinated
Debentures--Right to Defer Interest Payment Obligation".
The Corporation has the right under the indenture relating to its
Series A Subordinated Debentures to defer the payment of interest on the Series
A Subordinated Debentures. The Corporation is prohibited under the terms of such
Series A Subordinated Debentures from making payments of interest on the Series
C Subordinated Debentures during the period of any such deferral.
Should an Extension Period occur, a holder of the Series C
Preferred Securities will continue to accrue income (in the form of original
issue discount) for United States federal income tax purposes in respect of its
pro rata share of the Series C Subordinated Debentures held by the Series C
Issuer. As a result, a holder of the Series C Preferred Securities will be
required to include such income in gross income for United States federal income
tax purposes in advance of the receipt of cash and will not receive the cash
related to such income from the Series C Issuer if the holder disposes of the
Series C Preferred Securities prior to the record date for the payment of
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<PAGE>
Distributions. See "Certain Federal Income Tax Consequences--Original Issue
Discount" and "--Sales or Redemption of the Series C Preferred Securities".
The Corporation has no current intention of exercising its right
to defer payments of interest on the Series C Subordinated Debentures or the
Series A Subordinated Debentures. However, should the Corporation elect to
exercise such right in the future, the market price of the Series C Preferred
Securities is likely to be affected. A holder that disposes of its Series C
Preferred Securities during an Extension Period, therefore, might not receive
the same return on its investment as a holder that continues to hold its Series
C Preferred Securities. In addition, as a result of the existence of the
Corporation's right to defer interest payments, the market price of the Series C
Preferred Securities may be more volatile than the market prices of other
securities on which original issue discount accrues that are not subject to such
deferrals.
Tax Event or Capital Treatment Event--Redemption
Upon the occurrence and continuation of a Tax Event (whether
occurring before or after March 15, 2007), the Corporation has the right, if
certain conditions are met, (i) to terminate the Trust and cause the Series C
Subordinated Debentures to be distributed to the holders of the Series C
Preferred Securities in exchange therefor upon liquidation of the Series C
Issuer, (ii) to shorten the maturity of the Series C Subordinated Debentures to
a date not earlier than March 12, 2012 and thereby cause the Series C Preferred
Securities to be redeemed on such earlier date, (iii) if a Tax Event would
continue notwithstanding the taking of such actions, to redeem the Series C
Subordinated Debentures, in whole but not in part, within 90 days following the
occurrence of such Tax Event at 100% of the principal amount thereof plus
accrued and unpaid interest to, the date fixed for redemption. Upon the
occurrence and continuation of a Capital Treatment Event before March 15, 2007,
the Corporation has the right to redeem the Series C Subordinated Debentures, in
whole but not in part, within 90 days following the occurrence of such Capital
Treatment Event at a redemption price equal to the Make-Whole Amount (as defined
herein) plus accrued and unpaid interest thereon to the date fixed for
redemption. The exercise of such right is subject to the Corporation having
received prior approval of the Federal Reserve to do so if then required under
applicable guidelines or policies. See "Description of the Series C
Debentures--Tax Event or Capital Treatment Event Redemption".
A "Tax Event" means the receipt by the Series C Issuer of an
opinion of counsel experienced in such matters to the effect that, as a result
of any amendment to, or change (including any announced prospective change) in,
the laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
such pronouncement or decision is announced on or after the date of issuance of
the Series C Preferred Securities under the Trust Agreement, there is more than
an insubstantial risk that (i) the Series C Issuer is, or will be within 90 days
of the date of such opinion, subject to United States federal income tax with
respect to income received or accrued on the Series C Subordinated Debentures,
(ii) interest payable by the Corporation on the Series C Subordinated Debentures
is not, or within 90 days of such the date of opinion, will not be, deductible
by the Corporation, in whole or in part, for United States federal income tax
purposes or (iii) the Series C Issuer is, or will be within 90 days of the date
of the opinion, subject to more than a de minimis amount of other taxes, duties
or other governmental charges. See "Description of the Series C Subordinated
Debentures--Tax Event or Capital Treatment Event Redemption". With respect to
Series C Subordinated Debentures that are no longer held by the Series C Issuer
or another issuer, "Tax Event" means the receipt by the Corporation of an
opinion of counsel experienced in such matters to the effect that, as a result
of any amendment to, or change (including any announced proposed change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which proposed change, pronouncement or decision is announced on or after the
date of issuance, of the Series C Subordinated Debentures under the Indenture,
there is more than an insubstantial risk that interest payable by the
Corporation on the Series C Subordinated Debentures is not, or within 90 days of
the date of such opinion will not be, deductible by the Corporation, in a whole
or in part, for United States federal income tax purposes (each of the
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circumstances referred to in clauses (i), (ii) and (iii) of the preceding
sentence and the circumstances referred to in this sentence being referred to
herein as an "Adverse Tax Consequence").
See "Risk Factors--Possible Tax Law Changes Affecting the Series
C Preferred Securities" for a discussion of certain legislative proposals that,
if adopted, could give rise to a Tax Event, which may permit the Corporation to
shorten the maturity of the Series C Subordinated Debentures to a date not
earlier that March 12, 2012 or cause a redemption of the Series C Preferred
Securities prior to March 15, 2007.
"Capital Treatment Event" means the reasonable determination by
the Corporation that, as a result of the occurrence of any amendment to, or
change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision
thereof or therein, or as a result of any official or administrative
pronouncement or action or judicial decision interpreting or applying such laws
or regulations, which amendment or change is effective or such pronouncement,
action or decision is announced on or after the date of issuance of the Series C
Preferred Securities under the Trust Agreement, there is more than an
insubstantial risk that the Corporation will not be entitled, subsequent to the
effectiveness of such amendment or change or the announcement of such
pronouncement, action or decision, to treat as "Tier I Capital" (or the then
equivalent thereof) a portion of the Liquidation Amount of the Series C
Preferred Securities substantially equal to or greater than the portion thereof
it was entitled to treat as "Tier I Capital" (or the then equivalent thereof)
immediately prior to the effectiveness of such amendment or change or the
announcement of such pronouncement, action or decision for purposes of the
capital adequacy guidelines of the Federal Reserve, as then in effect and
applicable to the Corporation.
Liquidation of the Series C Issuer and Distribution of the Series C Subordinated
Debentures to Holders
The Corporation has the right at any time to terminate the Series
C Issuer and, after satisfaction of liabilities to creditors of the Series C
Issuer as required by applicable law, cause the Series C Subordinated Debentures
to be distributed to the holders of the Series C Preferred Securities in
exchange therefor in liquidation of the Series C Issuer. The exercise of such
right is subject to the Corporation having received prior approval of the
Federal Reserve if then required under applicable capital guidelines or
policies. See "Description of the Series C Preferred Securities--Liquidation of
the Series C Issuer and Distribution of the Series C Subordinated Debentures to
Holders".
In the event the Corporation distributes the Series C Subordinated
Debentures to the holders of the Series C Preferred Securities, the holders of
the Series C Subordinated Debentures will have the same registration rights as
they had as holders of the Series C Preferred Securities pursuant to the
Registration Rights Agreement. See "Registration Rights Agreement".
Shortening of Stated Maturity of Series C Subordinated Debentures
Upon the occurrence of a Tax Event, the Corporation in certain
circumstances will have the right to shorten the maturity of the Series C
Subordinated Debentures to a date not earlier than March 12, 2012 and thereby
cause the Series C Preferred Securities to be redeemed on such earlier date. See
"Description of Series C Subordinated Debentures--Tax Event or Capital Treatment
Event."
Rights under the Series C Guarantee
The Series C Guarantee guarantees to the holders of the Series C
Preferred Securities the following payments, to the extent not paid by the
Series C Issuer: (i) any accumulated and unpaid Distributions required to be
paid on the Series C Preferred Securities, to the extent that the Series C
Issuer has funds on hand available therefor at such time, (ii) the redemption
price with respect to any Series C Preferred Securities called for redemption,
to the extent that the Series C Issuer has funds on hand available therefor at
such time and (iii) upon a voluntary or involuntary dissolution, winding-up or
liquidation of the Series C Issuer (unless the Series C Subordinated Debentures
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are distributed to holders of the Series C Preferred Securities in exchange
therefor), the lesser of (a) the aggregate of the Liquidation Amount and all
accumulated and unpaid Distributions to the date of payment, to the extent that
the Series C Issuer has funds on hand available therefor at such time, and (b)
the amount of assets of the Series C Issuer remaining available for distribution
to holders of the Series C Preferred Securities after payment of creditors of
the Series C Issuer as required by applicable law.
If the Corporation were to default on its obligation to pay amounts
payable under the Series C Subordinated Debentures, the Series C Issuer would
lack funds for the payment of Distributions or amounts payable on redemption of
the Series C Preferred Securities or otherwise, and, in such event, holders of
the Series C Preferred Securities would not be able to rely upon the Series C
Guarantee for payment of such amounts. The holders of not less than a majority
in aggregate Liquidation Amount of the Series C Preferred Securities have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Guarantee Trustee in respect of the Series C Guarantee
or to direct the exercise of any trust power conferred upon the Guarantee
Trustee under the Series C Guarantee. Any holder of the Series C Preferred
Securities may institute a legal proceeding directly against the Corporation to
enforce its rights under the Series C Guarantee without first instituting a
legal proceeding against the Series C Issuer, the Guarantee Trustee or any other
person or entity. In addition, in the event an event of default under the
Indenture shall have occurred and be continuing and such event is attributable
to the failure of the Corporation to pay interest on or principal (or premium,
if any) of the Series C Subordinated Debentures on the applicable payment date,
a holder of the Series C Preferred Securities may institute a legal proceeding
directly against the Corporation for enforcement of payment to such holder of
the principal (or premium, if any) of or interest on such Series C Subordinated
Debentures having a principal amount equal to the aggregate Liquidation Amount
of the Series C Preferred Securities of such holder (a "Direct Action"). In
connection with such Direct Action, the Corporation has a right of set-off under
the Indenture to the extent of any payment made by the Corporation to such
holder of the Series C Preferred Securities in the Direct Action. Except as
described herein, holders of the Series C Preferred Securities will not be able
to exercise directly any other remedy available to the holders of the Series C
Subordinated Debentures or assert directly any other rights in respect of the
Series C Subordinated Debentures. The Bank of New York acts as the guarantee
trustee under the Series C Guarantee (the "Guarantee Trustee") and holds the
Series C Guarantee for the benefit of the holders of the Series C Preferred
Securities. The Bank of New York also acts as Debenture Trustee for the Series C
Subordinated Debentures and as Property Trustee, and The Bank of New York
(Delaware) acts as Delaware Trustee under the Trust Agreement. See "Description
of the Series C Subordinated Debentures--Enforcement of Certain Rights by
Holders of the Series C Preferred Securities", "Description of the Series C
Subordinated Debentures--Debenture Events of Default" and "Description of the
Series C Guarantee". The Trust Agreement provides that each holder of the Series
C Preferred Securities by acceptance thereof agrees to the provisions of the
Series C Guarantee and the Indenture.
Limited Voting Rights
Holders of the Series C Preferred Securities generally have limited
voting rights relating only to the modification of the Series C Preferred
Securities and the exercise of the Series C Issuer's rights as holder of the
Series C Subordinated Debentures and the Series C Guarantee. Holders of the
Series C Preferred Securities are not entitled to vote to appoint, remove or
replace the Property Trustee, the Delaware Trustee or the Administrative
Trustees, and such voting rights are vested exclusively in the holder of the
Series C Common Securities except, with respect to the Property Trustee and the
Delaware Trustee, upon the occurrence of certain events described herein. The
Property Trustee, the Administrative Trustees and the Corporation may amend the
Trust Agreement without the consent of holders of the Series C Preferred
Securities to ensure that the Series C Issuer will be classified for United
States federal income tax purposes as other than an association taxable as a
corporation unless such action materially and adversely affects the interests of
such holders. See "Description of the Series C Preferred Securities--Voting
Rights; Amendment of the Trust Agreement" and "--Removal of the Series C Issuer
Trustees".
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<PAGE>
No Prior Public Trading Market for Series C Preferred Securities
There currently is no public market for the Series C Preferred
Securities and there can be no assurance as to the liquidity of the market for
the Series C Preferred Securities, the ability of holders of the Series C
Preferred Securities to sell such Securities or the price at which holders would
be able to sell. Although the Corporation will use its reasonable best efforts
to maintain the effectiveness of a Shelf Registration Statement for resales
during the periods described herein, it will be entitled to restrict resales
thereunder for limited periods upon certain events. See "Registration Rights
Agreement". The Initial Purchaser has informed the Corporation that it intends
to make a market in the Series C Preferred Securities, to the extent permitted
by applicable law, but is under no obligation to do so. Any such market making
may be discontinued at any time without notice.
Market Prices
There can be no assurance as to the market prices for the Series C
Preferred Securities or Series C Subordinated Debentures that may be distributed
in exchange for Series C Preferred Securities if a liquidation of the Series C
Issuer occurs. Accordingly, the Series C Preferred Securities that an investor
may purchase, whether pursuant to the offer made hereby or in the secondary
market, or the Series C Subordinated Debentures that a holder of the Series C
Preferred Securities may receive on liquidation of the Series C Issuer, may
trade at a discount to the price that the investor paid to purchase the Series C
Preferred Securities offered hereby. In addition, the Series C Preferred
Securities may trade at prices that do not fully reflect the value of accrued
but unpaid interest with respect to the underlying Series C Subordinated
Debentures. A holder of Series C Preferred Securities that disposes of its
Series C Preferred Securities between record dates for payments of Distributions
(and consequently does not receive a Distribution from the Series C Issuer for
the period prior to such disposition) will nevertheless be required to include
accrued but unpaid interest on the Series C Subordinated Debentures through the
date of disposition in income as ordinary income and to add such amount to its
adjusted tax basis in the Series C Preferred Securities disposed of. Such holder
will recognize a capital loss to the extent the selling price (which may not
fully reflect the value of accrued but unpaid interest) is less than its
adjusted tax basis (which will include accrued but unpaid interest). Subject to
certain limited exceptions, capital losses cannot be applied to offset ordinary
income for United States federal income tax purposes. See "Certain Federal
Income Tax Consequences--Sales or Redemption of the Series C Preferred
Securities".
Possible Tax Law Changes Affecting the Series C Preferred Securities
On February 6, 1997, the revenue portion of President Clinton's
1997 budget proposal (the "Budget Proposal") was released. If enacted, the
Budget Proposal would generally deny interest deductions for interest on an
instrument issued by a corporation that has a maximum term of more than 15 years
and that is not shown as indebtedness on the separate balance sheet of the
issuer or, where the instrument is issued to a related party (other than a
corporation), where the holder or some other related party issues a related
instrument that is not shown as indebtedness on the issuer's consolidated
balance sheet. The above described provision of the Budget Proposal is proposed
to be effective generally for instruments issued on or after the date of first
Congressional committee action. If this provision were to apply to the Series C
Subordinated Debentures, the Corporation would be unable to deduct interest on
the Series C Subordinated Debentures. Under current law, the Corporation will be
able to deduct interest on the Series C Subordinated Debentures. There can be no
assurance, however, that current or future legislative proposals or final
legislation will not affect the ability of the Corporation to deduct interest on
the Series C Subordinated Debentures. Such a change could give rise to a Tax
Event, which may permit the Corporation, if certain conditions are met, to
shorten the maturity of the Series C Subordinated Debentures to a date not
earlier than March 12, 2012 or to cause a redemption of the Series C Preferred
Securities before March 15, 2007. See "Description of Series C Subordinated
Debentures--Tax Event or Capital Treatment Event Redemption" and "Description of
Series C Preferred Securities--Redemption." See also "Certain Federal Income Tax
Consequences--Possible Tax Law Changes."
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Residential and Commercial Real Estate Markets; Geographic Concentration
The Corporation has developed its lending business with a particular
emphasis on loans secured by residential real estate. The quality of the
Corporation's loan portfolio is dependent on the cash flow of borrowers,
regional economic conditions and residential and commercial real estate values.
Adverse changes affecting any of the above mentioned segments are likely to have
an adverse impact on the Corporation's loan portfolio and, as a result, the
Corporation's financial condition and results of operations may deteriorate.
Geographically, the Corporation's real estate loans are generally
concentrated in the Washington, D.C. metropolitan area. Geographic concentration
of loans may present risks in addition to those present with respect to loans
generally. A substantial deterioration in real estate values in the Washington,
D.C. metropolitan area could result in significant additional provisions to the
Corporation's reserve for loan losses.
Regulatory Capital Requirements
The Corporation and each of its banking subsidiaries are subject to
regulatory capital guidelines. Although the minimum leverage ratio requirement
is 3.00%, most bank holding companies, including the Corporation, are expected
to maintain an additional cushion of at least 100 to 200 basis points above the
minimum. However, the Federal Reserve may assign a specific capital ratio to an
individual bank holding company, including the Corporation, based on its
assessment of asset quality, earnings performance, interest-rate risk and
liquidity. As of the date of this Prospectus, the Federal Reserve has not
advised the Corporation of a specific leverage ratio requirement.
There can be no assurance that the Corporation or Riggs Bank will
continue to meet their respective minimum capital ratios. In the event that the
Corporation or any of its banking subsidiaries falls below the minimum capital
requirements described above, agencies may take regulatory action including, in
the case of subsidiary banks, "prompt corrective action". Such actions could
impair the Corporation's ability to make principal (or premium, if any) and
interest payments on the Series C Subordinated Debentures.
Competition
The Corporation competes with commercial banks, thrift institutions,
mortgage banks, credit unions and other institutions. Such competition is based
primarily on the scope and type of services offered, interest rates paid on
deposits, pricing of loans and the number and locations of branches. In
addition, competition has intensified in the Washington, D.C. metropolitan area.
During the past few years, significant consolidation among financial
institutions in the Washington, D.C. metropolitan area has occurred, including
significant acquisitions in this market by the Corporation's competitors, whose
headquarters are outside the Washington, D.C. metropolitan area. These
competitors also aggressively target many of the same customers as the
Corporation, including high net worth individuals and embassies and foreign
missions. These competitors and certain other competitors of the Corporation
have substantially greater resources than the Corporation. Although management
believes the Corporation has been able to compete effectively in its market
areas, there can be no assurance that it will be able to continue to do so.
THE SERIES C ISSUER
Riggs Capital II
Riggs Capital II is a statutory business trust formed under Delaware
law pursuant to (i) the Trust Agreement executed by the Corporation, as
depositor, The Bank of New York, as Property Trustee, The Bank of New York
(Delaware), as Delaware Trustee, and the Administrative Trustees named therein
and (ii) the filing of a certificate of trust with the Delaware Secretary of
State on March 4, 1997. Prior to the issuance of the Series C Preferred
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<PAGE>
Securities, the trust agreement was amended and restated in its entirety as
described herein (as so amended and restated, the "Trust Agreement"). The Series
C Issuer exists for the exclusive purposes of (i) issuing and selling the Series
C Securities, (ii) using the proceeds from the sale of the Series C Securities
to acquire Series C Subordinated Debentures issued by the Corporation and (iii)
engaging in only those other activities necessary or incidental thereto (such as
registering the transfer of the Series C Securities). Accordingly, the Series C
Subordinated Debentures are the sole assets of the Series C Issuer, and payments
under the Series C Subordinated Debentures are the sole revenue of the Series C
Issuer.
All of the Series C Common Securities are owned by the Corporation. The
Series C Common Securities rank pari passu, and payments will be made thereon
pro rata, with the Series C Preferred Securities, except that upon the
occurrence and continuance of an event of default under the Trust Agreement
resulting from an event of default under the Indenture, the rights of the
Corporation as holder of the Series C Common Securities to payment in respect of
Distributions and payments upon liquidation, redemption or otherwise will be
subordinated to the rights of the holders of the Series C Preferred Securities.
See "Description of the Series C Preferred Securities--Subordination of the
Series C Common Securities". The Corporation has acquired the Series C Common
Securities in an aggregate Liquidation Amount equal to at least 3% of the total
capital of the Series C Issuer. The Series C Issuer has a term of 55 years, but
may terminate earlier as provided in the Trust Agreement. The Series C Issuer's
business and affairs are conducted by its trustees, each appointed by the
Corporation as holder of the Series C Common Securities. The trustees for the
Series C Issuer are The Bank of New York, as the Property Trustee (the "Property
Trustee"), The Bank of New York (Delaware), as the Delaware Trustee (the
"Delaware Trustee"), and two individual trustees (the "Administrative Trustees")
who are employees or officers of or affiliated with the Corporation
(collectively, the "Series C Issuer Trustees"). The Bank of New York also acts
as guarantee trustee under the Series C Guarantee and the Indenture. See
"Description of the Series C Guarantee" and "Description of the Series C
Subordinated Debentures". The holder of the Series C Common Securities, or the
holders of a majority in Liquidation Amount of the Series C Preferred Securities
if an event of default under the Trust Agreement resulting from an event of
default under the Indenture has occurred and is continuing, will be entitled to
appoint, remove or replace the Property Trustee and/or the Delaware Trustee. In
no event will the holders of the Series C Preferred Securities have the right to
vote to appoint, remove or replace the Administrative Trustees; such voting
rights are vested exclusively in the holder of the Series C Common Securities.
The duties and obligations of the Series C Issuer Trustees are governed by the
Trust Agreement. The Corporation will pay all fees and expenses related to the
Series C Issuer and the offering of the Series C Preferred Securities and will
pay, directly or indirectly, all ongoing costs, expenses and liabilities of the
Series C Issuer pursuant to the Expense Agreement.
THE CORPORATION
Riggs National Corporation
The Corporation is a bank holding company registered under the BHCA.
The Corporation currently engages in a variety of banking-related activities
through its bank and non-bank subsidiaries. The Corporation currently has
banking operations or separate subsidiaries in the Washington, D.C. metropolitan
area; Miami, Florida; London, England; Paris, France; and Nassau, Bahamas.
However, the primary market for the Corporation is the Washington, D.C.
metropolitan area, which it serves through its primary banking subsidiary, Riggs
Bank.
Key elements of the Corporation's business strategy for its
subsidiaries are to continue to focus on growth opportunities through the
additional accumulation of assets under management in Riggs & Company, a
division of Riggs Bank, the orientation of its retail banking branches toward
money management relationships, the development and specialization of products
and services in specific growth industries in its markets and the continued
preeminence in the embassy banking operations coupled with growth in selected
international business lines. Such growth will entail internally developed
programs as well as possible alliances or acquisitions in these areas. The
Corporation will continue to serve the varied financial needs of the Washington,
D.C. metropolitan area and to meet its commitments under the Community
Reinvestment Act.
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<PAGE>
Riggs Bank
The Corporation's principal subsidiary is Riggs Bank, a national
banking association founded in 1836 and incorporated under the national banking
laws of the United States in 1896. In early 1996, the Corporation consolidated
its three separate banking subsidiaries: The Riggs National Bank of Washington,
D.C., The Riggs National Bank of Virginia and The Riggs National Bank of
Maryland under the name of Riggs Bank N.A.
Internally, Riggs Bank is organized into the following business lines:
Retail Banking Group; Corporate and Commercial Banking Group; Riggs & Company
and International Banking Group. Through these business lines Riggs Bank
provides a wide array of financial services to customers in the Washington, D.C.
metropolitan area, throughout the United States and internationally.
Riggs Bank's Retail Banking Group provides a variety of services
including checking, NOW, savings and money market accounts, loans and personal
lines of credit, certificates of deposit and individual retirement accounts.
Additionally, the Retail Banking Group provides 24-hour banking services through
its telebanking operations and a network of Riggs Bank automated teller machines
("ATMs") as well as national and regional ATM networks.
Riggs Bank's Corporate and Commercial Banking Groups provide services
to customers ranging from small regional businesses to major companies. These
services include lines of credit, secured and unsecured term loans, letters of
credit, credit support facilities, foreign currency transactions and cash
management.
Riggs & Company provides domestic trust, investment management
and private banking services. Fiduciary and administrative services provided
include financial management and tax planning for individuals, investment and
accounting services for corporations and non-profit organizations, estate
planning and trust administration, as well as bond trusteeship.
Riggs Bank provides investment advisory services through Riggs
Investment Management Corporation, a wholly owned subsidiary incorporated under
the laws of the State of Delaware and registered under the Investment Advisers
Act of 1940, as amended.
Riggs Bank's International Banking Group furnishes a variety of
financial services, including issuing letters of credit in connection with trade
and other transactions, taking deposits, foreign exchange, private banking, cash
management, letters of credit and credit assistance with U.S. Government
programs. Customers include embassies and foreign missions in Washington, D.C.,
foreign governments, central banks and over 200 correspondent banks around the
world. These services are provided through both domestic and international
offices. Riggs Bank has established an important relationship with the foreign
embassy and mission community operating within the nation's capital. Currently,
Riggs Bank is the primary service provider to this distinguished group of
clientele, banking with 160 of the 170 countries represented by embassies or
missions in Washington, D.C. The embassy and mission business is a natural
complement to the Riggs Bank international private banking, foreign
correspondent banking and international advisory services.
The Riggs Bank and Trust Company (Bahamas) Limited, in Nassau, provides
trust services for international private banking customers. Riggs Bank operates
a branch in the U.S. Embassy in London, which services that embassy, its
employees and official visitors. In 1991, Riggs Bank opened a banking subsidiary
under the laws of France. A full-service commercial bank, The Riggs National
Bank (Europe) S.A. ("Riggs-Paris") has one branch located in the U.S. Embassy in
Paris. In addition to serving that embassy, its employees and official visitors,
the Riggs-Paris office also assists the U.S. Government with disbursement
activities for the Department of Defense and the Department of State for all of
their facilities in Europe.
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<PAGE>
Riggs Bank Europe Limited
Riggs Bank Europe Limited, a merchant bank located in London, is a
wholly owned subsidiary of Riggs Bank. Riggs Bank Europe Limited provides
traditional corporate banking services, commercial property financing, private
banking services and trade finance.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES (EXCLUDING PREFERRED STOCK
DIVIDENDS) AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
The following are the consolidated ratio of earnings to fixed charges
(excluding preferred stock dividends) and ratio of earnings to combined fixed
charges and preferred stock dividend requirements for the Corporation for each
of the years in the five year period ended December 31, 1996:
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------
1996 1995 1994 1993 1992
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Earnings to Fixed Charges (Excluding
Preferred Stock Dividends):
Including Interest on Deposits 1.52 1.60 1.30 N/A N/A
Excluding Interest on Deposits 3.41 3.61 2.15 N/A N/A
Earnings to Combined Fixed Charges
and Preferred Stock Dividends:
Including Interest on Deposits 1.41 1.49 1.17 N/A N/A
Excluding Interest on Deposits 2.51 2.74 1.52 N/A N/A
</TABLE>
The ratio of earnings to fixed charges (excluding preferred stock
dividends) is computed by dividing (i) income before income taxes and fixed
charges less interest capitalized during such period, net of amortization of
previously capitalized interest, by (ii) fixed charges. The ratio of earnings to
combined fixed charges and preferred stock dividend requirements is computed by
dividing (i) income before income taxes and fixed charges less interest
capitalized during such period, net of amortization of previously capitalized
interest, by (ii) fixed charges and preferred stock dividend requirements. Fixed
charges consist of interest expense on borrowings, including capitalized
interest (including or excluding deposits, as the case may be), and the portion
of rental expense which is deemed representative of interest. The preferred
stock dividend requirements represent the pre-tax earnings which would be
required to cover such dividend requirements on the Corporation's preferred
stock outstanding.
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CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Corporation as of December 31, 1996 and as adjusted to give effect to the
consummation of the offering of the Series A Preferred Securities and Series C
Preferred Securities. The following data should be read in conjunction with the
consolidated financial statements and notes thereto of the Corporation
incorporated by reference herein and deemed to be a part of this Offering
Memorandum.
<TABLE>
<CAPTION>
December 31, 1996
---------------------------
Actual As Adjusted
---------------------------
(in thousands)
<S> <C> <C>
Long-term Debt
9.65% Subordinated Debentures due 2009............................................... $ 66,525 $ 66,525
8.50% Subordinated Debentures due 2006............................................... 125,000 125,000
-------- --------
Total long-term debt......................................................... 191,525 191,525
-------- --------
Guaranteed Preferred Beneficial Interests in 8 5/8% Junior
Subordinated Deferrable Interest Debentures, Series A (a)............................ 150,000 150,000
Guaranteed Preferred Beneficial Interests in 8 7/8% Junior
Subordinated Deferrable Interest Debentures, Series C (b)............................ -- 200,000
-------- --------
Total Guaranteed Preferred Beneficial Interests in Junior
Subordinated Deferrable Interest Debentures.............................. 150,000 350,000
-------- --------
Stockholders' Equity
Preferred Stock
$1.00 Par value, Shares authorized--25,000,000
Shares Issued--4,000,000 10.75% Noncumulative Perpetual Preferred Stock,
Series B (liquidation amount $25 per share)...................................... 4,000 4,000
Class B Common Stock
$2.50 Par value, Shares authorized--20,000,000
Shares Issued--none.................................................................. -- --
Common Stock
$2.50 Par value, Shares authorized--50,000,000
Shares Issued--31,273,344............................................................ 78,183 78,183
Surplus
Preferred Stock...................................................................... 91,192 91,192
Common Stock......................................................................... 157,060 157,060
Foreign Exchange Translation Adjustments..................................................... 1,111 1,111
Undivided Profits............................................................................ 118,682 118,682
Unrealized Gain (Loss) on Securities Available for Sale, Net................................. (729) (729)
Treasury Stock--900,798 Shares............................................................... (23,723) (23,723)
-------- ---------
Total Stockholders' Equity................................................... 425,776 425,776
-------- ---------
Total Long-Term Debt, Guaranteed Preferred Beneficial Interests in Junior Subordinated
Deferrable Interest Debentures and Stockholders' Equity.............................. $767,301 $967,301
======== ========
Certain Capital Ratios:
Tier I Capital-Risk-Weighted......................................................... 20.04% 20.04%
Combined Tier I & II Capital-Risk-Weighted........................................... 28.47% 35.60%
Leverage............................................................................. 11.84% 11.84%
</TABLE>
(a) On December 13, 1996, Riggs Capital issued $150 million of Series A
Preferred Securities. Riggs Capital invested the proceeds of such offering,
together with $4,640,000 paid by the Corporation in $154,640,000 aggregate
principal amount of the Series A Subordinated Debentures. The Series A
Subordinated Debentures
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mature on December 31, 2026. The Corporation owns all the Common Securities
of Riggs Capital and the sole assets of Riggs Capital are the Series A
Subordinated Debentures. It is anticipated that the Series A Issuer will
not be subject to the reporting requirements under the Exchange Act.
(b) As described herein, the sole assets of the Series C Issuer will be
$206,186,000 aggregate principal amount of the 8 7/8% Junior Subordinated
Deferrable Interest Debentures, Series C, issued by the Corporation to the
Series C Issuer. The Series C Subordinated Debentures mature on March 15,
2027. The Corporation owns all of the Series C Common Securities of the
Series C Issuer. It is anticipated that the Series C Issuer will not be
subject to the reporting requirements under the Exchange Act.
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<PAGE>
USE OF PROCEEDS
Neither the Corporation nor the Series C Issuer will receive any of the
proceeds from the sale of the Series C Preferred Securities offered hereby, all
of which will be received by the Selling Securityholders.
All of the proceeds from the March Securities Sale of the Series C
Preferred Securities were invested, together with the proceeds from the sale of
the Series C Common Securities, by the Series C Issuer in Series C Subordinated
Debentures. The Corporation intends to use the proceeds from the sale of the
Series C Subordinated Debentures for general corporate purposes.
FEDERAL RESERVE BOARD ACTIONS
On October 21, 1996 the Federal Reserve approved the use of certain
cumulative preferred stock instruments in Tier I capital for bank holding
companies. Such instruments are issued out of a special purpose subsidiary that
is wholly owned by the parent company and the proceeds are lent to the parent
company in the form of a very long-term, deeply subordinated note. Such
arrangement, which gives rise to minority interest upon consolidation of the
subsidiary with the parent holding company, normally will be accorded Tier I
capital status by the Federal Reserve. The Corporation believes that raising
capital in this form is the most efficient and cost effective method for it to
do so.
ACCOUNTING TREATMENT
For financial reporting purposes, the Series C Issuer will be treated
as a subsidiary of the Corporation and, accordingly, the Series C Issuer's
financial statements will be included in the consolidated financial statements
of the Corporation. In all future reports of the Corporation filed under the
Exchange Act, the Series C Preferred Securities will be presented as a separate
line item in the consolidated balance sheets of the Corporation, entitled
"Guaranteed Preferred Beneficial Interests in 8 7/8% Junior Subordinated
Deferrable Interest Debentures" and appropriate disclosures about the Series C
Preferred Securities, the Series C Guarantee, the Expense Agreement and the
Series C Subordinated Debentures will be included in the notes to the
consolidated financial statements. For financial reporting purposes, the
Corporation will record Distributions payable on the Series C Preferred
Securities as a deduction from income before taxes as a minority interest in a
consolidated subsidiary.
DESCRIPTION OF THE SERIES C PREFERRED SECURITIES
General
The following is a summary of certain terms and provisions of the
Series C Preferred Securities. This summary of certain terms and provisions of
the Series C Preferred Securities does not purport to be complete and is subject
to, and qualified in its entirety by reference to, the Trust Agreement,
including the definitions therein of certain terms, and the Trust Indenture Act.
All material terms of the Series C Preferred Securities are set forth in the
Prospectus. Wherever particular defined terms of the Trust Agreement (as amended
or supplemented from time to time) are referred to herein, such defined terms
are incorporated herein by reference. The Trust Agreement has been filed as an
exhibit to the Registration Statement of which this Prospectus forms a part.
Distributions
The Series C Preferred Securities represent beneficial interests
in the Series C Issuer. Distributions on such Series C Preferred Securities will
be payable at the annual rate of 8 7/8% of the stated Liquidation Amount of
$1,000, payable semi-annually in arrears on June 30 and December 31 of each
year, to the holders of the Series C Preferred Securities on the relevant record
dates. The record dates will be, for so long as the Series C Preferred
Securities
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remain in book-entry form, one Business Day (as defined below) prior to the
relevant Distribution payment date and, in the event the Series C Preferred
Securities are not in book-entry form, the 15th day of the month in which the
relevant Distribution payment date occurs. Subject to any applicable laws and
regulations and the provisions of the Trust Agreement, each such payment will be
made as described under "Book-Entry Issuance". Distributions will accumulate
from the date of original issuance of the Series C Preferred Securities. The
first Distribution payment date for the Series C Preferred Securities will be
June 30, 1997. The amount of Distributions payable for any period which is less
than a full Distribution Period will be computed on the basis of a 360-day year
of twelve 30-day months. In the event that any date on which Distributions are
payable on the Series C Preferred Securities is not a Business Day, then payment
of the Distributions payable on such date will be made on the next succeeding
day that is a Business Day (and without any additional Distributions or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on the date such payment was originally payable (each date on which
Distributions are payable in accordance with the foregoing, a "Distribution
Date"). A "Business Day" shall mean any day other than a Saturday or a Sunday,
or a day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed or a day on which the
corporate trust office of the Property Trustee or the Debenture Trustee is
closed for business.
So long as no event of default under the Indenture has occurred and is
continuing, the Corporation has the right under the Indenture to defer the
payment of interest on the Series C Subordinated Debentures at any time or from
time to time for a period not exceeding 10 consecutive semi-annual periods with
respect to each Extension Period, provided that no Extension Period may extend
beyond the Stated Maturity of the Series C Subordinated Debentures. As a
consequence of any such deferral of interest, semi-annual Distributions on the
Series C Preferred Securities by the Series C Issuer will also be deferred
during any such Extension Period. Distributions to which holders of the Series C
Preferred Securities are entitled will accumulate additional Distributions
thereon at the rate per annum of 8 7/8% thereof, compounded semi-annually from
the relevant payment date for such Distributions. The term "Distributions" as
used herein shall include any such additional Distributions. During any such
Extension Period, the Corporation may not, and may not permit any subsidiary of
the Corporation to, (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
the Corporation's capital stock, (ii) make any payment of principal, interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Corporation (including the Series A Junior Subordinated Debentures) that rank
pari passu with or junior in interest to the Series C Subordinated Debentures or
(iii) make any guarantee payments with respect to any guarantee by the
Corporation of the debt securities of any subsidiary of the Corporation if such
guarantee ranks pari passu with or junior in interest to the Series C
Subordinated Debentures (other than (a) dividends or distributions in common
stock of the Corporation, (b) any declaration of a dividend in connection with
the implementation of a stockholders' rights plan, or the issuance of stock
under any such plan in the future or the redemption or repurchase of any such
rights pursuant thereto, (c) payments under the Series C Guarantee and (d)
purchases of common stock related to the issuance of common stock or rights
under any of the Corporation's benefit plans for its directors, officers or
employees that was entered into prior to the commencement of such Extension
Period). Prior to the termination of any such Extension Period, the Corporation
may further defer the payment of interest on the Series C Subordinated
Debentures, provided that no Extension Period may exceed 10 consecutive semi-
annual periods or extend beyond the Stated Maturity of the Series C Subordinated
Debentures. Upon the termination of any such Extension Period and the payment of
all interest then accrued and unpaid (together with interest thereon at the rate
of 8 7/8%, compounded semi-annually, to the extent permitted by applicable law),
the Corporation may elect to begin a new Extension Period. There is no
limitation on the number of times that the Corporation may elect to begin an
Extension Period. See "Description of the Series C Subordinated Debentures--
Right to Defer Interest Payment Obligation" and "Certain Federal Income Tax
Consequences--Original Issue Discount".
The revenue of the Series C Issuer available for distribution to
holders of its Series C Preferred Securities is limited to payments under the
Series C Subordinated Debentures in which the Series C Issuer has invested the
proceeds from the issuance and sale of its Series C Securities. See "Description
of the Series C Subordinated Debentures". If the Corporation does not make
interest payments on the Series C Subordinated Debentures, the Property Trustee
will not have funds available to pay Distributions on the Series C Preferred
Securities. The payment of Distributions (if and to the extent the Series C
Issuer has funds legally available for the payment of such
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Distributions and cash sufficient to make such payments) is guaranteed by the
Corporation on a limited basis as set forth herein under "Description of the
Series C Guarantee".
The Corporation has no current intention of exercising its right to
defer payments of interest on the Series C Subordinated Debentures.
Subordination of the Series C Common Securities
Payment of Distributions on, and the Redemption Price (as defined
herein) of, the Series C Preferred Securities and Series C Common Securities, as
applicable, shall be made pro rata based on the Liquidation Amount of the Series
C Preferred Securities and the Series C Common Securities; provided, however,
that if on any Distribution Date or Redemption Date an event of default under
the Indenture shall have occurred and be continuing, no payment of any
Distribution on, or Redemption Price of, any of the Series C Common Securities,
and no other payment on account of the redemption, liquidation or other
acquisition of such Common Securities, shall be made unless payment in full in
cash of all accumulated and unpaid Distributions on all of the outstanding
Series C Preferred Securities for all Distribution periods terminating on or
prior thereto, or, in the case of payment of the Redemption Price, the full
amount of such Redemption Price on all of the outstanding Series C Preferred
Securities then called for redemption, shall have been made or provided for, and
all funds available to the Property Trustee shall first be applied to the
payment in full in cash of all Distributions on, or Redemption Price of, the
Series C Preferred Securities then due and payable.
In the case of any event of default under the Trust Agreement
resulting from an event of default under the Indenture, the Corporation as
holder of the Series C Common Securities will be deemed to have waived any right
to act with respect to any such event of default under the Trust Agreement until
the effect of all such events of default with respect to the Series C Preferred
Securities shall have been cured, waived or otherwise eliminated. Until any such
events of default under the Trust Agreement shall have been so cured, waived or
otherwise eliminated, the Property Trustee shall act solely on behalf of the
holders of the Series C Preferred Securities and not on behalf of the
Corporation as holder of the Series C Common Securities, and only the holders of
the Series C Preferred Securities will have the right to direct the Property
Trustee to act on their behalf.
Redemption
The Series C Preferred Securities are subject to mandatory redemption,
in whole or in part, upon repayment of the Series C Subordinated Debentures at
their Stated Maturity (as defined herein) or earlier redemption as provided in
the Indenture. The proceeds from such repayment or redemption shall be applied
by the Property Trustee to redeem a Like Amount (as defined below) of the Series
C Preferred Securities, upon not less than 30 nor more than 60 days notice prior
to the date fixed for repayment or redemption, at a redemption price equal to
the aggregate Liquidation Amount of such Series C Preferred Securities plus
accumulated and unpaid Distributions thereon to the date of redemption (the
"Redemption Date") plus the related amount of the premium, if any, paid by the
Corporation upon the concurrent redemption of such Series C Subordinated
Debentures (the "Redemption Price"). For a description of the Stated Maturity
and redemption provisions of the Series C Subordinated Debentures, see
"Description of the Series C Subordinated Debentures--General", "--Optional
Redemption" and "--Tax Event or Capital Treatment Event Redemption".
Subject to the Corporation having received prior approval of the
Federal Reserve to do so if then required under applicable capital guidelines or
policies, the Corporation has the option to redeem the Series C Subordinated
Debentures prior to maturity on or after March 15, 2007, in whole at any time or
in part from time to time, at the Optional Redemption Price and thereby cause a
mandatory redemption of a Like Amount (as defined below) of the Series C
Preferred Securities. See "Description of the Series C Subordinated
Debentures--Optional Redemption".
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If, whether before or after March 15, 2007, a Tax Event shall
occur and be continuing, the Corporation has the right to redeem the Series C
Subordinated Debentures, in certain circumstances as described under
"Description of Series C Subordinated Debentures--Tax Event or Capital Treatment
Event Redemption," in whole (but not in part) within 90 days following the
occurrence of a Tax Event at a redemption price equal to 100% of the principal
amount thereof plus accrued and unpaid interest to the date fixed for
redemption. Upon the occurrence and continuation of a Capital Treatment Event
before March 15, 2007, the Corporation has the right to redeem the Series C
Subordinated Debentures, in whole but not in part, within 90 days following the
occurrence of such Capital Treatment Event at a redemption price equal to the
Make-Whole Amount (as defined herein) plus accrued and unpaid interest thereon
to the date fixed for redemption. The exercise of such rights of redemption upon
the occurrence of a Tax Event or a Capital Treatment Event is subject to the
Corporation having received prior approval of the Federal Reserve to do so if
then required under applicable capital guidelines or policies. See "Description
of the Series C Subordinated Debentures--Tax Event or Capital Treatment Event
Redemption." A redemption of the Series C Subordinated Debentures would cause a
mandatory redemption of Series C Preferred Securities and Series C Common
Securities.
Redemption Procedures
Series C Preferred Securities redeemed on each Redemption Date
shall be redeemed at the applicable Redemption Price with the applicable
proceeds from the contemporaneous redemption of a Like Amount of the Series C
Subordinated Debentures. Redemptions of the Series C Preferred Securities shall
be made and the Redemption Price shall be payable on each Redemption Date only
to the extent that the Series C Issuer has funds on hand available for the
payment of such Redemption Price. See also "--Subordination of the Series C
Common Securities".
If the Series C Issuer gives a notice of redemption in respect of
the Series C Preferred Securities, then, by 12:00 noon, New York City time, on
the Redemption Date, to the extent funds are available, the Property Trustee
will deposit irrevocably with DTC funds sufficient to pay the applicable
Redemption Price and will give DTC irrevocable instructions and authority to pay
the Redemption Price to the holders of such Series C Preferred Securities. See
"Book-Entry Issuance". If any Series C Preferred Securities are held in
certificated form, the Property Trustee, to the extent funds are available, will
irrevocably deposit with the paying agent for the Series C Preferred Securities
funds sufficient to pay the applicable Redemption Price and will give such
paying agent irrevocable instructions and authority to pay the Redemption Price
to the holders thereof upon surrender of their certificates evidencing such
Series C Preferred Securities. Notwithstanding the foregoing, Distributions
payable on or prior to the Redemption Date for the Series C Preferred Securities
called for redemption shall be payable to the holders of the Series C Preferred
Securities on the relevant record dates for the related Distribution Dates. If
notice of redemption shall have been given and funds deposited as required, then
upon the date of such deposit, all rights of the holders of such Series C
Preferred Securities so called for redemption will cease, except the right of
the holders of such Series C Preferred Securities to receive the Redemption
Price, but without interest on such Redemption Price, and such Series C
Preferred Securities will cease to be outstanding.
In the event that any date fixed for redemption of the Series C
Preferred Securities is not a Business Day, then payment of the Redemption Price
payable on such date will be made on the next succeeding day which is a Business
Day (and without any interest or other payment in respect of any such delay),
except that, if such Business Day falls in the next calendar year, such payment
will be made on the immediately preceding Business Day. In the event that
payment of the Redemption Price in respect of the Series C Preferred Securities
called for redemption is improperly withheld or refused and not paid either by
the Series C Issuer or by the Corporation pursuant to the Series C Guarantee as
described under "Description of the Series C Guarantee", Distributions on such
Series C Preferred Securities will continue to accrue at the then applicable
rate, from the Redemption Date originally established by the Series C Issuer for
such Series C Preferred Securities to the date such Redemption Price is actually
paid, in which case the actual payment date will be the date fixed for
redemption for purposes of calculating the Redemption Price.
Subject to applicable law (including, without limitation, United
States federal securities law), the Corporation or its subsidiaries may at any
time and from time to time purchase outstanding Series C Preferred Securities by
private agreement.
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Payment of the Redemption Price on the Series C Preferred
Securities and any distribution of the Series C Subordinated Debentures to
holders of the Series C Preferred Securities shall be made to the applicable
recordholders thereof as they appear on the register for the Series C Preferred
Securities on the relevant record date, which, for so long as the Series C
Preferred Securities are in book-entry form, shall be one Business Day prior to
the relevant Redemption Date or liquidation date, as applicable; provided,
however, that in the event that any Series C Preferred Securities are not in
book-entry form, the relevant record date for the Series C Preferred Securities
shall be a date at least 15 days prior to the Redemption Date or liquidation
date, as applicable.
If less than all of the Series C Preferred Securities and Series
C Common Securities issued by the Series C Issuer are to be redeemed on a
Redemption Date, then the aggregate Liquidation Amount of the Series C Preferred
Securities and Series C Common Securities to be redeemed shall be allocated pro
rata to the Series C Preferred Securities and the Series C Common Securities
based upon the relative Liquidation Amounts of such classes. The particular
Series C Preferred Securities to be redeemed shall be selected on a pro rata
basis not more than 60 days prior to the Redemption Date by the Property Trustee
from the outstanding Series C Preferred Securities not previously called for
redemption, by such method as the Property Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to $1,000 or an integral multiple of $1,000 in excess thereof) of the
Liquidation Amount of the Series C Preferred Securities of a denomination larger
than $1,000. The Property Trustee shall promptly notify the trust registrar in
writing of the Series C Preferred Securities selected for redemption and, in the
case of the Series C Preferred Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed. For all purposes of the Trust
Agreement, unless the context otherwise requires, all provisions relating to the
redemption of the Series C Preferred Securities shall relate, in the case of the
Series C Preferred Securities redeemed or to be redeemed only in part, to the
portion of the aggregate Liquidation Amount of the Series C Preferred Securities
which has been or is to be redeemed.
Liquidation of the Series C Issuer and Distribution of the Series C Subordinated
Debentures to Holders
Subject to the Corporation having received the prior approval of
the Federal Reserve to do so if then required under applicable capital
guidelines or policies, the Corporation has the right at any time to terminate
the Series C Issuer and, after satisfaction of the liabilities of creditors of
the Series C Issuer as provided by applicable law, cause Series C Subordinated
Debentures to be distributed to the holders of the Series C Preferred Securities
and Series C Common Securities in exchange therefor upon liquidation of the
Series C Issuer.
After the liquidation date fixed for any distribution of the
Series C Subordinated Debentures for Series C Preferred Securities (i) such
Series C Preferred Securities will no longer be deemed to be outstanding, (ii)
DTC or its nominee, as the record holder of the Series C Preferred Securities,
will receive a registered global certificate or certificates representing the
Series C Subordinated Debentures to be delivered upon such distribution and
(iii) any certificates representing such Series C Preferred Securities not held
by DTC or its nominee will be deemed to represent Series C Subordinated
Debentures having a principal amount equal to the stated Liquidation Amount of
such Series C Preferred Securities, and bearing accrued and unpaid interest in
an amount equal to the accumulated and unpaid Distributions on such series of
the Series C Preferred Securities until such certificates are presented to the
Administrative Trustees or their agent for transfer or reissuance.
Under current United States federal income tax law and
interpretations, a distribution of the Series C Subordinated Debentures should
not be a taxable event to holders of the Series C Preferred Securities. Should
there be a change in law, a change in legal interpretation, a Tax Event or other
circumstances, however, the distribution could be a taxable event to holders of
the Series C Preferred Securities. See "Certain Federal Income Tax
Consequences--Distribution of the Series C Subordinated Debentures to Holders of
Series C Preferred Securities".
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Liquidation Distribution upon Termination
Pursuant to the Trust Agreement, the Series C Issuer shall
automatically terminate upon expiration of its term and shall terminate on the
first to occur of: (i) certain events of bankruptcy, dissolution or liquidation
of the depositor; (ii) the distribution of a Like Amount of the Series C
Subordinated Debentures to the holders of the Series C Preferred Securities, if
the Corporation, as depositor, has given written direction to the Property
Trustee to terminate the Series C Issuer (which direction is optional and wholly
within the discretion of the Corporation, as depositor); (iii) redemption of all
of the Series C Preferred Securities as described under "Description of the
Series C Preferred Securities--Redemption"; and (iv) the entry of an order for
the dissolution of the Series C Issuer by a court of competent jurisdiction.
If an early termination occurs as described in clause (i), (ii)
or (iv) above, the Series C Issuer shall be liquidated by the Series C Issuer
Trustees as expeditiously as the Series C Issuer Trustees determine to be
possible by distributing, after satisfaction of liabilities to creditors of the
Series C Issuer as provided by applicable law, to the holders of the Series C
Preferred Securities a Like Amount of the Series C Subordinated Debentures,
unless such distribution is determined by the Property Trustee not to be
practical, in which event such holders will be entitled to receive out of the
assets of the Series C Issuer available for distribution to holders, after
satisfaction of liabilities to creditors of the Series C Issuer as provided by
applicable law, an amount equal to the aggregate of the Liquidation Amount plus
accrued and unpaid Distributions on the Series C Preferred Securities, to the
date of payment (such amount being the "Liquidation Distribution"). If such
Liquidation Distribution can be paid only in part because the Series C Issuer
has insufficient assets available to pay in full the aggregate Liquidation
Distribution, then the amounts payable directly by the Series C Issuer on Series
C Preferred Securities shall be paid on a pro rata basis. The holder(s) of the
Series C Common Securities will be entitled to receive distributions upon any
such liquidation pro rata with the holders of the Series C Preferred Securities,
except that if an event of default under the Indenture has occurred and is
continuing, the Series C Preferred Securities shall have a priority over the
Series C Common Securities with respect to any such distributions.
If the Corporation elects to liquidate the Series C Issuer and
thereby causes the Series C Subordinated Debentures to be distributed to holders
of the Series C Preferred Securities in exchange therefor upon liquidation of
the Series C Issuer, the Corporation shall continue to have the right to shorten
the maturity of or to redeem the Series C Subordinated Debentures in certain
circumstances upon the occurrence of a Tax Event or a Capital Treatment Event,
as described under "Description of Series C Subordinated Debentures--Tax Event
or Capital Treatment Event Redemption." After March 15, 2007, the Corporation
also may elect to redeem the Series C Subordinated Debentures at its option. See
"Description of Series C Subordinated Debentures--Optional Redemption."
Events of Default; Notice
Any one of the following events constitutes an "Event of Default"
under the Trust Agreement (an "Event of Default") with respect to the Series C
Preferred Securities issued thereunder (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):
(i) the occurrence of an event of default under the Indenture
(see "Description of the Series C Subordinated Debentures--Debenture Events of
Default"); or
(ii) default by the Property Trustee in the payment of any
Distribution when it becomes due and payable, and continuation of such default
for a period of 30 days; or
(iii) default by the Property Trustee in the payment of any
Redemption Price of any Series C Preferred Security when it becomes due and
payable; or
(iv) default in the performance, or breach, in any material
respect, of any covenant or warranty of the Series C Issuer Trustees in the
Trust Agreement (other than a covenant or warranty a default in the performance
of which
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or the breach of which is dealt with in clause (ii) or (iii) above), and
continuation of such default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the defaulting Series C Issuer
Trustee or Trustees by the holders of at least 25% in aggregate Liquidation
Amount of the outstanding Series C Preferred Securities, a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" under the Trust Agreement; or
(v) the occurrence of certain events of bankruptcy or insolvency
with respect to the Property Trustee and the failure by the Corporation to
appoint a successor Property Trustee within 60 days thereof.
Within five Business Days after the occurrence of any Event of
Default actually known to the Property Trustee, the Property Trustee shall
transmit notice of such Event of Default to the holders of the Series C
Preferred Securities, the Administrative Trustees and the Corporation, as
depositor, unless such Event of Default shall have been cured or waived. The
Corporation, as depositor, and the Administrative Trustees are required to file
annually with the Property Trustee a certificate as to whether or not they are
in compliance with all the conditions and covenants applicable to them under the
Trust Agreement.
If an event of default under the Indenture has occurred and is
continuing, the Series C Preferred Securities shall have a preference over the
Series C Common Securities as described above. See "--Subordination of the
Series C Common Securities" and "--Liquidation Distribution Upon Termination".
The existence of an event of default does not entitle the holders of the Series
C Preferred Securities to accelerate the maturity thereof.
Removal of the Series C Issuer Trustees
Unless an event of default under the Indenture shall have
occurred and be continuing, any Series C Issuer Trustee may be removed at any
time by the holder of the Series C Common Securities. If an event of default
under the Indenture has occurred and is continuing, the Property Trustee and the
Delaware Trustee may be removed at such time by the holders of a majority in
Liquidation Amount of the outstanding Series C Preferred Securities. In no event
will the holders of the Series C Preferred Securities have the right to vote to
appoint, remove or replace the Administrative Trustees, which voting rights are
vested exclusively in the Corporation as the holder of the Series C Common
Securities. No resignation or removal of any Series C Issuer Trustee and no
appointment of a successor trustee shall be effective until the acceptance of
appointment by the successor trustee in accordance with the provisions of the
Trust Agreement.
Co-trustees and Separate Property Trustee
Unless an Event of Default shall have occurred and be continuing,
at any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act, if applicable, or of any jurisdiction in which any part of
the Trust Property may at the time be located, the Corporation, as the holder of
the Series C Common Securities, and the Administrative Trustees shall have power
to appoint one or more persons either to act as a co-trustee, jointly with the
Property Trustee, of all or any part of such Trust Property, or to act as
separate trustee of any such property, in either case with such powers as may be
provided in the instrument of appointment, and to vest in such person or persons
in such capacity any property, title, right or power deemed necessary or
desirable, subject to the provisions of the Trust Agreement. In the event an
event of default under the Indenture has occurred and is continuing, the
Property Trustee alone shall have power to make such appointment.
Merger or Consolidation of the Series C Issuer Trustees
Any corporation into which the Property Trustee, the Delaware
Trustee or any Administrative Trustee that is not a natural person may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Trustee shall be a
party or any corporation succeeding
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to all or substantially all the corporate trust business of such Trustee, shall
be the successor of such Trustee under the Trust Agreement, provided such
corporation shall be otherwise qualified and eligible.
Mergers, Consolidations, Amalgamations or Replacements of the Series C Issuer
The Series C Issuer may not merge with or into, consolidate,
amalgamate, be replaced by, convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except as
described below. The Series C Issuer may, at the request of the Corporation,
with the consent of the Administrative Trustees and without the consent of the
holders of the Series C Preferred Securities or any other trustee merge with or
into, consolidate, amalgamate, be replaced by, convey, transfer or lease its
properties and assets substantially as an entirety to, a trust organized as such
under the laws of any State; provided that (i) such successor entity either (a)
expressly assumes all of the obligations of the Series C Issuer with respect to
the Series C Preferred Securities or (b) substitutes for the Series C Preferred
Securities other securities having substantially the same terms as the Series C
Preferred Securities (the "Successor Securities") so long as the Successor
Securities rank the same as the Series C Preferred Securities in priority with
respect to Distributions and payments upon liquidation, redemption and
otherwise, (ii) the Corporation expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of the Series C Subordinated Debentures, (iii) the Successor Securities
are registered or listed, or any Successor Securities will be registered or
listed upon notification of issuance, on any national securities exchange or
other organization on which the Series C Preferred Securities are then
registered or listed, if any, (iv) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not cause the Series C Preferred
Securities (including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization, (v) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the holders of the
Series C Preferred Securities (including any Successor Securities) in any
material respect, (vi) such successor entity has a purpose identical to that of
the Series C Issuer, (vii) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Corporation has received an
opinion from independent counsel to the Series C Issuer experienced in such
matters to the effect that (a) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the holders of the Series C Preferred Securities
(including any Successor Securities) in any material respect and (b) following
such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease, (1) neither the Series C Issuer nor such successor entity will be
required to register as an investment company under the Investment Company Act
of 1940, as amended (the "Investment Company Act"), and (2) the Series C Issuer
or the successor entity, as the case may be, will continue to be classified
other than as an association taxable as a corporation for United States federal
income tax purposes; and (viii) the Corporation or any permitted successor or
assignee owns all of the Series C Common Securities of such successor entity and
guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Series C Guarantee.
Notwithstanding the foregoing, the Series C Issuer shall not, except with the
consent of holders of 100% in Liquidation Amount of the Series C Preferred
Securities, consolidate, amalgamate, merge with or into or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to any other entity or permit any other entity to consolidate, amalgamate, merge
with or into, or replace it if such consolidation, amalgamation, merger,
replacement, conveyance, transfer or lease would cause the Series C Issuer or
the successor entity to be classified as an association taxable as a corporation
or as other than a grantor trust for United States federal income tax purposes.
Voting Rights; Amendment of the Trust Agreement
Except as provided below and under "Description of the Series C
Guarantee--Amendments and Assignment" and as otherwise required by law and the
Trust Agreement, the holders of the Series C Preferred Securities have no voting
rights.
The Trust Agreement may be amended from time to time by the
Corporation, the Property Trustee and the Administrative Trustees, without the
consent of the holders of the Series C Preferred Securities, to (i) cure any
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ambiguity, correct or supplement any provisions in the Trust Agreement that may
be inconsistent with any other provision or to make any other provisions with
respect to matters or questions arising under the Trust Agreement, which shall
not be inconsistent with the other provisions of the Trust Agreement or (ii)
modify, eliminate or add to any provisions of the Trust Agreement to such extent
as shall be necessary to ensure that the Series C Issuer will be classified for
United States federal income tax purposes as other than an association taxable
as a corporation at all times that the Series C Preferred Securities are
outstanding or to ensure that the Series C Issuer will not be required to
register as an "investment company" under the Investment Company Act; provided
that such action shall not adversely affect in any material respect the
interests of any holder of the Series C Preferred Securities, and any amendments
of the Trust Agreement shall become effective when notice thereof is given to
the holders of the Series C Preferred Securities. The Trust Agreement may be
amended by the Administrative Trustees and the Corporation with (i) the consent
of holders representing not less than a majority (based upon Liquidation
Amounts) of the outstanding Series C Preferred Securities and (ii) receipt by
the Series C Issuer Trustees of an opinion of counsel to the effect that such
amendment or the exercise of any power granted to the Series C Issuer Trustees
in accordance with such amendment will not affect the Series C Issuer's status
as a grantor trust for United States federal income tax purposes or the Series C
Issuer's exemption from status as an "investment company" under the Investment
Company Act, provided that without the consent of each holder of the Series C
Preferred Securities, the Trust Agreement may not be amended to (a) change the
amount or timing of any Distribution on the Series C Preferred Securities or
otherwise adversely affect the amount of any Distribution required to be made in
respect of the Series C Preferred Securities as of a specified date or (b)
restrict the right of a holder of the Series C Preferred Securities to institute
suit for the enforcement of any such payment on or after such date.
So long as the Series C Subordinated Debentures are held by the
Property Trustee, the Series C Issuer Trustees shall not (i) direct the time,
method and place of conducting any proceeding for any remedy available to the
Debenture Trustee or executing any trust or power conferred on the Property
Trustee with respect to the Series C Subordinated Debentures, (ii) waive any
past default that is available under the Indenture, (iii) exercise any right to
rescind or annul a declaration that the principal of all the Series C
Subordinated Debentures shall be due and payable or (iv) consent to any
amendment, modification or termination of the Indenture or the Series C
Subordinated Debentures, where such consent shall be required, without, in each
case, obtaining the prior approval of the holders of a majority in aggregate
Liquidation Amount of all outstanding Series C Preferred Securities; provided,
however, that where a consent under the Indenture would require the consent of
each holder of the Series A Subordinated Debentures affected thereby, no such
consent shall be given by the Property Trustee without the prior consent of each
holder of the Series A Preferred Securities. The Series C Issuer Trustees shall
not revoke any action previously authorized or approved by a vote of the holders
of the Series C Preferred Securities except by subsequent vote of the holders of
the Series C Preferred Securities. The Property Trustee shall notify each holder
of the Series C Preferred Securities of any notice of default which it receives
with respect to the Series C Subordinated Debentures. In addition to obtaining
the foregoing approvals of the holders of the Series C Preferred Securities,
prior to taking any of the foregoing actions, the Series C Issuer Trustees shall
obtain an opinion of counsel experienced in such matters to the effect that the
Series C Issuer will not be classified as an association taxable as a
corporation or as other than a grantor trust for United States federal income
tax purposes on account of such action.
Any required approval of holders of the Series C Preferred
Securities may be given at a meeting of holders of the Series C Preferred
Securities convened for such purpose or pursuant to written consent. The
Property Trustee will cause a notice of any meeting at which holders of the
Series C Preferred Securities are entitled to vote, or of any matter upon which
action by written consent of such holders is to be taken, to be given to each
holder of record of the Series C Preferred Securities in the manner as set forth
in the Trust Agreement.
No vote or consent of the holders of the Series C Preferred
Securities will be required for the Series C Issuer to redeem and cancel the
Series C Preferred Securities in accordance with the Trust Agreement.
Notwithstanding that holders of the Series C Preferred Securities
are entitled to vote or consent under any of the circumstances described above,
any of the Series C Preferred Securities that are owned by the Corporation, the
Series C Issuer Trustees or any affiliate of the Corporation or the Series C
Issuer Trustees shall, for purposes of such vote or consent, be treated as if
they were not outstanding.
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Liquidation Value
The amount payable on the Series C Preferred Securities in the
event of any liquidation of the Series C Issuer is $1,000 per Series C Preferred
Security plus accumulated and unpaid Distributions, which may be in the form of
a distribution of such amount in Series C Subordinated Debentures, subject to
certain exceptions. See "--Liquidation Distribution Upon Termination".
Payment and Paying Agency
Payments in respect of the Global Series C Preferred Securities
(as defined herein) shall be made to DTC, which shall credit the relevant
accounts at the Depositary on the applicable Distribution Dates. Payments in
respect of Series C Preferred Securities which are not held by DTC shall be made
by check mailed to the address of the holder entitled thereto as such address
shall appear on the register maintained by the Property Trustee. The paying
agent (the "Paying Agent") is the Property Trustee and any co-paying agent
chosen by the Property Trustee and acceptable to the Administrative Trustees and
the Corporation. The Paying Agent is permitted to resign as Paying Agent upon 30
days' written notice to the Property Trustee and the Corporation. In the event
that the Property Trustee shall no longer be the Paying Agent, the
Administrative Trustees shall appoint a successor (which shall be a bank or
trust company acceptable to the Administrative Trustees and the Corporation) to
act as Paying Agent.
Registrar and Transfer Agent
The Property Trustee acts as registrar and transfer agent for the
Series C Preferred Securities.
Registration of transfers of the Series C Preferred Securities
will be effected without charge by or on behalf of the Series C Issuer, but upon
payment of any tax or other governmental charges that may be imposed in
connection with any transfer or exchange. The Series C Issuer will not be
required (i) to register or cause to be registered the transfer or exchange of
the Series C Preferred Securities during a period beginning at the opening of
business 15 days before the day of the mailing of the relevant notice of
redemption and ending at the close of business on the day of mailing of such
notice of redemption or (ii) to register or cause to be registered the transfer
or exchange of any Series C Preferred Securities so selected for redemption,
except, in the case of any Series C Preferred Securities being redeemed in part,
any portion thereof not to be redeemed.
Information Concerning the Property Trustee
The Property Trustee, other than during the occurrence and
continuance of an Event of Default, undertakes to perform only such duties as
are specifically set forth in the Trust Agreement and, after such Event of
Default, must exercise the same degree of care and skill as a prudent person
would exercise or use in the conduct of his or her own affairs. Subject to this
provision, the Property Trustee is under no obligation to exercise any of the
powers vested in it by the Trust Agreement at the request of any holder of the
Series C Preferred Securities unless it is offered reasonable indemnity against
the costs, expenses and liabilities that might be incurred thereby. If no Event
of Default has occurred and is continuing and the Property Trustee is required
to decide between alternative causes of action, construe ambiguous provisions in
the Trust Agreement or is unsure of the application of any provision of the
Trust Agreement, and the matter is not one on which holders of the Series C
Preferred Securities are entitled under the Trust Agreement to vote, then the
Property Trustee shall take such action as is directed by the Corporation and if
not so directed, shall take such action as it deems advisable and in the best
interests of the holders of the Series C Securities and will have no liability
except for its own bad faith, negligence or willful misconduct.
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Miscellaneous
The Administrative Trustees are authorized and directed to
conduct the affairs of and to operate the Series C Issuer in such a way that the
Series C Issuer will not be deemed to be an "investment company" required to be
registered under the Investment Company Act or classified as an association
taxable as a corporation for United States federal income tax purposes and so
that the Series C Subordinated Debentures are treated as indebtedness of the
Corporation for United States federal income tax purposes. In this connection,
the Corporation and the Administrative Trustees are authorized to take any
action, not inconsistent with applicable law, the certificate of trust or the
Trust Agreement, that the Corporation and the Administrative Trustees determine
in their discretion to be necessary or desirable for such purposes, as long as
such action does not materially adversely affect the interests of the holders of
the Series C Preferred Securities.
Holders of the Series C Preferred Securities have no preemptive
or similar rights.
The Series C Issuer may not borrow money or issue debt or
mortgage or pledge any of its assets.
DESCRIPTION OF THE SERIES C SUBORDINATED DEBENTURES
The Series C Subordinated Debentures have been issued under an
Indenture (the "Indenture") between the Corporation and The Bank of New York, as
trustee (the "Debenture Trustee"). This summary of certain terms and provisions
of the Series C Subordinated Debentures and the Indenture does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
the Indenture, the form of which is available from the Corporation. All material
terms of the Series C Subordinated Debentures are set forth in this Prospectus.
General
Concurrently with the issuance of the Series C Preferred
Securities in the December Securities Sale, the Series C Issuer invested the
proceeds thereof, together with the consideration paid by the Corporation for
the Series C Common Securities, in the Series C Subordinated Debentures issued
by the Corporation. The Series C Subordinated Debentures bear interest at the
annual rate of 8 7/8% of the principal amount thereof, payable semi-annually in
arrears on June 30 and December 31 of each year (each, an "Interest Payment
Date"), commencing June 30, 1997, to the person in whose name each Series C
Subordinated Debenture is registered, subject to certain exceptions, at the
close of business on the Business Day next preceding such Interest Payment Date.
It is anticipated that, until the liquidation, if any, of the Series C Issuer,
the Series C Subordinated Debentures will be held in the name of the Property
Trustee in trust for the benefit of the holders of the Series C Preferred
Securities. The amount of interest payable for any period less than a full
interest period will be computed on the basis of a 360-day year of twelve 30-day
months. In the event that any date on which interest is payable on the Series C
Subordinated Debentures is not a Business Day, then payment of the interest
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the date such payment was
originally payable. Accrued interest that is not paid on the applicable Interest
Payment Date will bear additional interest on the amount thereof (to the extent
permitted by law) at the rate per annum of 8 7/8% thereof, compounded
semi-annually from the relevant Interest Payment Date. The term "interest" as
used herein shall include semi-annual interest payments, interest on semi-annual
interest payments not paid on the applicable Interest Payment Date and
Additional Sums, as applicable. See "--Additional Sums" below.
The Series C Subordinated Debentures will mature on March 15,
2027 (such date, as it may be shortened as hereinafter described, the "Stated
Maturity"). Such date may be shortened by the Corporation in certain
circumstances upon the occurrence of a Tax Event or a Capital Treatment Event as
described under "Tax Event or Capital Treatment Event Redemption" to any date
not earlier than March 12, 2012. The Corporation may not shorten
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the Stated Maturity without having received the prior approval of the Federal
Reserve to do so, if then required under applicable capital guidelines or
policies. In the event that the Corporation elects to shorten the maturity of
the Series C Subordinated Debentures, it shall give notice to the Debenture
Trustee, and the Debenture Trustee shall give notice of such shortening to the
holders of the Series C Subordinated Debentures no less than 30 and no more than
60 days prior to the effectiveness thereof.
The Series C Subordinated Debentures are unsecured and rank
junior and are subordinate in right of payment to all Senior Debt of the
Corporation. Because the Corporation is a holding company, the right of the
Corporation to participate in any distribution of assets of any subsidiary,
including Riggs Bank, upon such subsidiary's liquidation or reorganization or
otherwise, is subject to the prior claims of creditors of that subsidiary,
except to the extent that the Corporation may itself be recognized as a creditor
of that subsidiary. Accordingly, the Series C Subordinated Debentures are
effectively subordinated to all existing and future liabilities of the
Corporation's subsidiaries, and holders of the Series C Subordinated Debentures
should look only to the assets of the Corporation for payments on the Series C
Subordinated Debentures. The Indenture does not limit the incurrence or issuance
of other secured or unsecured debt of the Corporation, including Senior Debt,
whether under the Indenture or any existing or other indenture that the
Corporation may enter into in the future or otherwise.
The Corporation is a legal entity separate and distinct from its
banking and other subsidiaries. A major portion of the Corporation's revenues
results from amounts paid as dividends to the Corporation by its national bank
subsidiary, Riggs Bank. The prior approval of the OCC is required if the total
of all dividends declared by a national bank in any calendar year will exceed
the sum of such bank's net profits for that year and its retained net profits
for the preceding two calendar years, less any required transfers to surplus.
Federal law also prohibits any national bank from paying dividends which would
be greater than such bank's undivided profits after deducting statutory bad
debts in excess of such bank's allowance for loan losses.
In addition, the Corporation and its national bank subsidiary are
subject to various general regulatory policies and requirements relating to the
payment of dividends, including requirements to maintain adequate capital above
regulatory minimums. The appropriate federal regulatory authority is authorized
to determine under certain circumstances relating to the financial condition of
a national bank or bank holding company that the payment of dividends would be
an unsafe or unsound practice and to prohibit payment thereof. The OCC and the
Federal Deposit Insurance Corporation (the "FDIC") have indicated that paying
dividends that deplete a bank's capital base to an inadequate level would be an
unsound and unsafe banking practice. The OCC, the FDIC and the Federal Reserve
have each indicated that banking organizations should generally pay dividends
only out of current operating earnings.
Right to Defer Interest Payment Obligation
So long as no event of default under the Indenture has occurred
and is continuing, the Corporation has the right under the Indenture at any time
during the term of the Series C Subordinated Debentures to defer the payment of
interest on the Series C Subordinate Debentures for a period not exceeding 10
consecutive semi-annual periods with respect to each Extension Period, provided
that no Extension Period may extend beyond the Stated Maturity of the Series C
Subordinated Debentures. At the end of such Extension Period, the Corporation
must pay all interest then accrued and unpaid on the Series C Subordinate
Debentures (together with interest on such unpaid interest at the annual rate of
8 7/8%, compounded semi-annually from the relevant Interest Payment Date, to the
extent permitted by applicable law). During an Extension Period, interest will
continue to accrue and holders of the Series C Subordinated Debentures (or
holders of the Series C Preferred Securities while outstanding) will be required
to accrue interest income for United States federal income tax purposes. See
"Certain Federal Income Tax Consequences--Original Issue Discount".
During any such Extension Period, the Corporation may not, and
may not permit any subsidiary of the Corporation to, (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Corporation's capital stock or
(ii) make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Corporation (including the
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Series A Subordinated Debentures) that rank pari passu with or junior in
interest to the Series C Subordinated Debentures or make any guarantee payments
with respect to any guarantee by the Corporation of the debt securities of any
subsidiary of the Corporation if such guarantee ranks pari passu with or junior
in interest to the Series C Subordinated Debentures (other than (a) dividends or
distributions in common stock of the Corporation, (b) any declaration of a
dividend in connection with the implementation of a stockholders' rights plan,
the issuance of stock under any such plan in the future or the redemption or
repurchase of any such rights pursuant thereto, (c) payments under the Series C
Guarantee and (d) purchases of common stock related to the issuance of common
stock or rights under any of the Corporation's benefit plans for its directors,
officers or employees that was entered into prior to the commencement of such
Extension Period). Prior to the termination of any such Extension Period, the
Corporation may further defer the payment of interest, provided that no
Extension Period may exceed 10 consecutive semi-annual periods or extend beyond
the Stated Maturity of the Series C Subordinated Debentures. Upon the
termination of any such Extension Period and the payment of all interest then
accrued and unpaid (together with interest thereon at the annual rate of 8 7/8%,
compounded semi-annually, to the extent permitted by applicable law), the
Corporation may elect to begin a new Extension Period subject to the above
requirements. No interest shall be due and payable during an Extension Period,
except at the end thereof. The Corporation must give the Property Trustee, the
Administrative Trustees and the Debenture Trustee notice of its election of such
Extension Period at least one Business Day prior to the earlier of (i) the date
interest on the Series C Subordinated Debentures would have been payable except
for the election to begin such Extension Period or (ii) the date the
Administrative Trustees are required to give notice to DTC or to holders of the
Series C Preferred Securities of the record date for such Distribution or the
date such Distributions are payable, but in any event not less than one Business
Day prior to such record date. The Debenture Trustee shall give notice of the
Corporation's election to begin a new Extension Period to the holders of the
Series C Subordinated Debentures. There is no limitation on the number of times
that the Corporation may elect to begin an Extension Period.
Additional Sums
If the Series C Issuer is required to pay any additional taxes,
duties or other governmental charges as a result of a Tax Event, the Corporation
will pay as additional amounts on the Series C Subordinated Debentures such
amounts ("Additional Sums") as shall be required so that the Distributions
payable by the Series C Issuer shall not be reduced as a result of any such
additional taxes, duties or other governmental charges.
Optional Redemption
The Series C Subordinated Debentures are redeemable, in whole at
any time or in part from time to time, at the option of the Corporation on or
after December 31, 2006, subject to the Corporation having received prior
approval of the Federal Reserve if then required under applicable capital
guidelines or policies, at a redemption price (the "Optional Redemption Price")
equal to the percentage of the outstanding principal amount of the Series C
Subordinated Debentures specified below, plus, in each case, accrued interest
thereon to the date of redemption, if redeemed during the 12-month period
beginning December 31, in the year indicated:
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<TABLE>
<CAPTION>
Optional
--------
Date Redemption Price
---- ----------------
<S> <C>
2007................................. 104.438%
2008................................. 103.994%
2009................................. 103.550%
2010................................. 103.106%
2011................................. 102.663%
2012................................. 102.219%
2013................................. 101.775%
2014................................. 101.331%
2015................................. 100.888%
2016................................. 100.444%
2017 and thereafter.................. 100.000%
</TABLE>
Tax Event or Capital Treatment Event Redemption
If a Tax Event occurs and:
(i) in the opinion of counsel to the Corporation
experienced in such matters, there would in all cases, after
effecting the termination of the Series C Issuer and the
distribution of the Series C Subordinated Debentures to the
holders of the Series C Preferred Securities in exchange therefor
upon liquidation of the Series C Issuer, be more than an
insubstantial risk that an Adverse Tax Consequence (as defined in
"Risk Factors--Tax Event or Capital Treatment Event") would
continue to exist, or
(ii) the Series C Subordinated Debentures are not
held by the Property Trustee,
then the Corporation shall have the right (a) to shorten the Stated Maturity of
the Series C Subordinated Debentures to the minimum extent required, but in any
event to a date not earlier than March 12, 2012 (the action referred to in this
clause (a) being referred to herein as a "Maturity Advancement"), such that, in
the opinion of counsel to the Corporation experienced in such matters, after
advancing the Stated Maturity, interest paid on the Series C Subordinated
Debentures would be deductible for United States federal income tax purposes, or
(b) if in the opinion of counsel to the Corporation experienced in such matters,
there would in all cases, after effecting a Maturity Advancement be more than an
insubstantial risk that an Adverse Tax Consequence would continue to exist, to
redeem the Series C Subordinated Debentures, in whole but not in part, at any
time within 90 days following the occurrence of the Tax Event at a redemption
price equal to 100% of the principal amount thereof plus accrued and unpaid
interest thereon to the Redemption Date. See "Description of Series C Preferred
Securities--Liquidation of the Series C Issuer and Distribution of Series C
Subordinated Debentures."
If a Capital Treatment Event occurs and is continuing, then the
Corporation shall have the right to redeem the Series C Subordinated Debentures,
in whole but not in part, at any time within 90 days following the occurrence of
the Capital Treatment Event at a redemption price equal to the "Make-Whole
Amount" plus accrued and unpaid interest on the Series C Subordinated Debentures
to the date fixed for redemption.
"Tax Event" means the receipt by the Series C Issuer of an
opinion of counsel experienced in such matters to the effect that, as a result
of any amendment to, or change (including any announced prospective change) in,
the laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on
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or after the date of issuance of such Series C Preferred Securities under the
Trust Agreement, there is more than an insubstantial risk that (i) the Series C
Issuer is, or will be within 90 days of the date of such opinion, subject to
United States federal income tax with respect to income received or accrued on
the Series C Subordinated Debentures, (ii) interest payable by the Corporation
on the Series C Subordinated Debentures is not, or within 90 days of such the
date of opinion, will not be, deductible by the Corporation, in whole or in
part, for United States federal income tax purposes or (iii) the Series C Issuer
is, or will be within 90 days of the date of the opinion, subject to more than a
de minimis amount of other taxes, duties or other governmental charges. With
respect to Series C Subordinated Debentures that are no longer held by the
Series C Issuer or another issuer, "Tax Event" means the receipt by the
Corporation of an opinion of counsel experienced in such matters to the effect
that, as a result of any amendment to, or change (including any announced
proposed change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, or
as a result of any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or which proposed change, pronouncement or decision is announced on or
after the date of issuance of the Series C Subordinated Debentures under the
Indenture, there is more than an insubstantial risk that interest payable by the
Corporation on the Series C Subordinated Debentures is not, or within 90 days of
the date of such opinion will not be, deductible by the Corporation, in a whole
or in part, for United States federal income tax purposes (each of the
circumstances referred to in clauses (i), (ii) and (iii) of the preceding
sentence and the circumstances referred to in this sentence being referred to
herein as an "Adverse Tax Consequence").
"Capital Treatment Event" means the reasonable determination by
the Corporation that, as a result of the occurrence of any amendment to, or
change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision
thereof or therein, or as a result of any official or administrative
pronouncement or action or judicial decision interpreting or applying such laws
or regulations, which amendment or change is effective or such pronouncement,
action or decision is announced on or after the date of issuance of the Series C
Preferred Securities under the Trust Agreement, there is more than an
insubstantial risk that the Corporation will not be entitled, subsequent to the
effectiveness of such amendment or change or the announcement of such
pronouncement, action or decision to treat as "Tier I Capital" (or the then
equivalent thereof) a portion of the Liquidation Amount of the Series C
Preferred Securities substantially equal to or greater than the portion thereof
it was entitled to treat as "Tier I Capital" (or the then equivalent thereof)
immediately prior to the effectiveness of such amendment or change or the
announcement of such pronouncement, action or decision for purposes of the
capital adequacy guidelines of the Federal Reserve, as then in effect and
applicable to the Corporation.
"Adjusted Treasury Rate" means, with respect to any redemption
date, the Treasury Rate plus (i) 1.60% if such Redemption Date occurs on or
before March 15, 1998 or (ii) 0.80% if such Redemption Date occurs after March
15, 1997.
"Treasury Rate" means (i) the yield, under the heading which
represents the average for the immediately prior week, appearing in the most
recently published statistical release designated "H.15(519)" or any successor
publication which is published weekly by the Federal Reserve and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities", for the
maturity corresponding to the Remaining Life (if no maturity is within three
months before or after the Remaining Life, yields for the two published
maturities most closely corresponding to the Remaining Life shall be determined
and the Treasury Rate shall be interpolated or extrapolated from such yields on
a straight-line basis, rounding to the nearest month) or (ii) if such release
(or any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date. The Treasury Rate shall be calculated on the third
Business Day preceding the Redemption Date.
"Comparable Treasury Issue" means with respect to any Redemption
Date the United States Treasury security selected by the Quotation Agent as
having a maturity comparable to the Remaining Life that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
Remaining Life. If no United States Treasury security has a maturity which
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is within a period from three months before to three months after March 15,
2007, the two most closely corresponding United States Treasury securities shall
be used as the Comparable Treasury Issue, and the Treasury Rate shall be
interpolated or extrapolated on a straight-line basis, rounding to the nearest
month using such securities.
"Quotation Agent" means Dillon, Read & Co. Inc. and its
respective successors; provided, however, that if the foregoing shall cease to
be a primary U.S. Government securities dealer in New York City (a "Primary
Treasury Dealer"), the Corporation shall substitute therefor another Primary
Treasury Dealer. "Reference Treasury Dealer" means (i) the Quotation Agent and
(ii) any other Primary Treasury Dealer selected by the Debenture Trustee after
consultation with the Corporation.
"Comparable Treasury Price" means (A) the average of five
Reference Treasury Dealer Quotations for such Redemption Date, after excluding
the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the
Debenture Trustee obtains fewer than three such Reference Treasury Dealer
Quotations, the average of all such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Debenture Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Debenture Trustee by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day
preceding such Redemption Date.
"Like Amount" means (i) with respect to a redemption of the
Series C Preferred Securities, Series C Preferred Securities having a
Liquidation Amount equal to that portion of the principal amount of the Series C
Subordinated Debentures to be contemporaneously redeemed in accordance with the
Indenture, allocated to the Series C Common Securities and to the Series C
Preferred Securities pro rata based upon the relative Liquidation Amounts of
such Securities and the proceeds of which will be used to pay the Redemption
Price of such Series C Preferred Securities and (ii) with respect to a
distribution of the Series C Subordinated Debentures to holders of the Series C
Preferred Securities in exchange therefor in connection with a dissolution or
liquidation of the Series C Issuer, Series C Subordinated Debentures having a
principal amount equal to the Liquidation Amount of the Series C Preferred
Securities of the holder to whom such Series C Subordinated Debentures would be
distributed.
The "Make-Whole Amount" shall be equal to the greater of (i) 100%
of the principal amount of the Series C Subordinated Debentures or (ii) as
determined by a Quotation Agent (as defined below), the sum of the present
values of the principal amount and premium payable as part of the Optional
Redemption Price with respect to an optional redemption of such Series C
Subordinated Debentures on March 15, 2007, together with scheduled payments of
interest from the Redemption Date to March 15, 2007 (the "Remaining Life"), in
each case discounted to the Redemption Date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate.
Notice of any redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of the Series C
Subordinated Debentures to be redeemed at its registered address. Unless the
Corporation defaults in payment of the Redemption Price, on and after the
redemption date, interest shall cease to accrue on the Series C Subordinated
Debentures or portions thereof called for redemption.
Restrictions on Certain Payments
The Corporation has also covenanted, as to the Series C
Subordinated Debentures, that it will not, and will not permit any subsidiary of
the Corporation to, (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
the Corporation's capital stock, (ii) make any payment of principal, interest or
premium, if any, on or repay or repurchase or redeem any debt securities of the
Corporation (including the Series A Subordinated Debentures) that rank pari
passu with or junior in interest to the Series C Subordinated Debentures or
(iii) make any guarantee payments with respect to any guarantee by the
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Corporation of the debt securities of any subsidiary of the Corporation if such
guarantee ranks pari passu with or junior in interest to the Series C
Subordinated Debentures (other than (a) dividends or distributions in common
stock of the Corporation, (b) any declaration of a dividend in connection with
the implementation of a stockholders' rights plan, the issuance of stock under
any such plan in the future or the redemption or repurchase of any such rights
pursuant thereto, (c) payments under the Series C Guarantee and (d) purchases of
common stock related to the issuance of common stock or rights under any of the
Corporation's benefit plans for its directors, officers or employees that was
entered into prior to the commencement of such Extension Period), if at such
time (i) there shall have occurred any event of which the Corporation has actual
knowledge (a) that with the giving of notice or the lapse of time, or both,
would constitute an event of default under the Indenture with respect to the
Series C Subordinated Debentures and (b) in respect of which the Corporation
shall not have taken reasonable steps to cure, (ii) if the Series C Subordinated
Debentures are held by the Series C Issuer, the Corporation shall be in default
with respect to its payment of any obligations under the Series C Guarantee
relating to the Series C Preferred Securities or (iii) the Corporation shall
have given notice of its election of an Extension Period as provided in the
Indenture and shall not have rescinded such notice, or such Extension Period, or
any extension thereof, shall be continuing.
Modification of Indenture
From time to time the Corporation and the Debenture Trustee may,
without the consent of the holders of the Series C Subordinated Debentures,
amend, waive or supplement the Indenture for specified purposes, including,
among other things, curing ambiguities, defects or inconsistencies, provided
that any such action does not materially adversely affect the interest of the
holders of the Series C Subordinated Debentures, and qualifying, or maintaining
the qualification of, the Indenture under the Trust Indenture Act, if
applicable. The Indenture contains provisions permitting the Corporation and the
Debenture Trustee, with the consent of the holders of not less than a majority
in principal amount of the Series C Subordinated Debentures affected, to modify
the Indenture in a manner affecting the rights of the holders of the Series C
Subordinated Debentures; provided that no such modification may, without the
consent of the holder of each outstanding Series C Subordinated Debenture so
affected, (i) change the Stated Maturity of the Series C Subordinated
Debentures, (ii) reduce the principal amount thereof or reduce the rate or
extend the time of payment of interest thereon or (iii) reduce the percentage of
principal amount of the Series C Subordinated Debentures, the holders of which
are required to consent to any such modification of the Indenture.
Debenture Events of Default
The Indenture provides that any one or more of the following
described events with respect to the Series C Subordinated Debentures that has
occurred and is continuing constitutes a "Debenture Event of Default":
(i) failure for 30 days to pay interest on the Series C
Subordinated Debentures when due (subject to the deferral of any due date in the
case of an Extension Period); or
(ii) failure to pay any principal on the Series C Subordinated
Debentures when due, whether at maturity, upon redemption by declaration or
otherwise; or
(iii) failure to observe or perform in any material respect
certain other covenants contained in the Indenture for 90 days after written
notice to the Corporation from the Debenture Trustee or the holders of at least
25% in aggregate outstanding principal amount of the outstanding Series C
Subordinated Debentures; or
(iv) certain events of bankruptcy, insolvency or reorganization
of the Corporation.
The holders of a majority in aggregate outstanding principal
amount of the Series C Subordinated Debentures have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Debenture Trustee. The Debenture Trustee or the holders of not less than 25%
in aggregate outstanding principal amount of the Series C Subordinated
Debentures may declare the principal due and payable immediately upon a
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Debenture Event of Default, and, should the Debenture Trustee or such holders of
the Series C Subordinated Debentures fail to make such declaration, the holders
of at least 25% in aggregate Liquidation Amount of the Series C Preferred
Securities shall have such right. The holders of a majority in aggregate
outstanding principal amount of the Series C Subordinated Debentures may annul
such declaration and waive the default if the default (other than the
non-payment of the principal of the Series C Subordinated Debentures which has
become due solely by such acceleration) has been cured and a sum sufficient to
pay all matured installments of interest and principal due otherwise than by
acceleration has been deposited with the Debenture Trustee, and should the
holders of the Series C Subordinated Debentures fail to waive such default, the
holders of a majority in aggregate Liquidation Amount of the Series C Preferred
Securities shall have such right.
The holders of a majority in aggregate outstanding principal
amount of the Series C Subordinated Debentures affected thereby may, on behalf
of the holders of all the Series C Subordinated Debentures, waive any past
default, except a default in the payment of principal or interest (unless such
default has been cured and a sum sufficient to pay all matured installments of
interest and principal due otherwise than by acceleration has been deposited
with the Debenture Trustee) or a default in respect of a covenant or provision
which under the Indenture cannot be modified or amended without the consent of
the holder of each outstanding Series C Subordinated Debenture and should the
holders of the Series C Subordinated Debentures fail to waive such default, the
holders of a majority in aggregate Liquidation Amount of the Series C Preferred
Securities shall have such right. The Corporation is required to file annually
with the Debenture Trustee a certificate as to whether or not the Corporation is
in compliance with all the conditions and covenants applicable to it under the
Indenture.
Enforcement of Certain Rights by Holders of the Series C Preferred Securities
If a Debenture Event of Default has occurred and is continuing
and such event is attributable to the failure of the Corporation to pay interest
or principal on the Series C Subordinated Debentures on the date such interest
or principal is otherwise payable, a holder of the Series C Preferred Securities
may institute a legal proceeding directly against the Corporation for
enforcement of payment to such holder of the principal of or interest on the
Series C Subordinated Debentures having a principal amount equal to the
aggregate Liquidation Amount of the Series C Preferred Securities of such holder
(a "Direct Action"). The Corporation may not amend the Indenture to remove the
foregoing right to bring a Direct Action without the prior written consent of
the holders of all of the Series C Preferred Securities. If the right to bring a
Direct Action is removed, the Series C Issuer may become subject to the
reporting obligations under the Exchange Act. The Corporation shall have the
right under the Indenture to set off any payment made to such holder of the
Series C Preferred Securities by the Corporation in connection with a Direct
Action. For a description of circumstances in which a holder of beneficial
interests through DTC can become a registered holder see "Book-Entry Issuance".
The holders of the Series C Preferred Securities will not be able
to exercise directly any remedies other than those set forth in the preceding
paragraph available to the holders of the Series C Subordinated Debentures. See
"Description of the Series C Preferred Securities--Events of Default; Notice".
Consolidation, Merger, Sale of Assets and Other Transactions
The Indenture provides that the Corporation shall not consolidate
with or merge into any other Person or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, and no Person shall
consolidate with or merge into the Corporation or convey, transfer or lease its
properties and assets substantially as an entirety to the Corporation, unless:
(i) in the event the Corporation consolidates with or merges into another
Person, or conveys or transfers its properties and assets substantially as an
entirety to any Person, the successor Person is organized under the laws of the
United States or any state or the District of Columbia, and such successor
Person expressly assumes the Corporation's obligations on the Series C
Subordinated Debentures issued under the Indenture; (ii) immediately after
giving effect thereto, no Debenture Event of Default, and no event which, after
notice or lapse of time or both, would become a Debenture Event of Default,
shall have occurred and be continuing; (iii)
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if at the time any Series C Preferred Securities are outstanding, such
transaction is permitted under the Trust Agreement and Guarantee and does not
give rise to any breach or violation of the Trust Agreement or Guarantee; and
(iv) certain other conditions as prescribed by the Indenture are met.
The general provisions of the Indenture do not afford holders of
the Series C Subordinated Debentures protection in the event of a highly
leveraged or other transaction involving the Corporation that may adversely
affect holders of the Series C Subordinated Debentures.
Satisfaction and Discharge
The Indenture provides that when, among other things, all of the
Series C Subordinated Debentures not previously delivered to the Debenture
Trustee for cancellation (i) have become due and payable or (ii) will become due
and payable at their Stated Maturity within one year, and the Corporation
deposits or causes to be deposited with the Debenture Trustee funds, in trust,
for the purpose and in an amount in the currency or currencies in which the
Series C Subordinated Debentures are payable sufficient to pay and discharge the
entire indebtedness on the Series C Subordinated Debentures not previously
delivered to the Debenture Trustee for cancellation, for the principal and
interest to the date of the deposit or to the Stated Maturity, as the case may
be, then the Indenture will cease to be of further effect (except as to the
Corporation's obligations to pay all other sums due pursuant to the Indenture
and to provide the officers' certificates and opinions of counsel described
therein), and the Corporation will be deemed to have satisfied and discharged
the Indenture.
Subordination
In the Indenture, the Corporation has covenanted and agreed that
the Series C Subordinated Debentures issued thereunder are subordinate and
junior in right of payment to all Senior Debt (as defined below) to the extent
provided in the Indenture. Upon any payment or distribution of assets to
creditors upon any liquidation, dissolution, winding-up, reorganization,
assignment for the benefit of creditors, marshaling of assets or any bankruptcy,
insolvency, debt restructuring or similar proceedings in connection with any
insolvency or bankruptcy proceeding of the Corporation, the holders of Senior
Debt will first be entitled to receive payment in full of principal of (or
premium, if any) and interest, if any, on such Senior Debt before the holders of
the Series C Subordinated Debentures, or the Property Trustee on behalf of the
holders, will be entitled to receive or retain any payment in respect of the
principal of (or premium, if any) or interest, if any, on the Series C
Subordinated Debentures.
In the event of the acceleration of the maturity of any of the
Series C Subordinated Debentures, the holders of all Senior Debt outstanding at
the time of such acceleration will first be entitled to receive payment in full
of all amounts due thereon (including any amounts due upon acceleration) before
the holders of the Series C Subordinated Debentures will be entitled to receive
or retain any payment in respect of the principal of (or premium, if any) or
interest, if any, on the Series C Subordinated Debentures.
No payments on account of principal (or premium, if any) or
interest, if any, in respect of the Series C Subordinated Debentures may be made
if there shall have occurred and be continuing a default in any payment with
respect to Senior Debt or an event of default with respect to any Senior Debt
resulting in the acceleration of the maturity thereof, or if any judicial
proceeding shall be pending with respect to any such default.
"Debt" means with respect to any Person, whether recourse is to
all or a portion of the assets of such Person and whether or not contingent: (i)
every obligation of such Person for money borrowed; (ii) every obligation of
such Person evidenced by bonds, debentures, notes or other similar instruments
(including the Series A Subordinated Debentures), including obligations incurred
in connection with the acquisition of property, assets or businesses; (iii)
every reimbursement obligation of such Person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
Person; (iv) every obligation of such Person issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts payable or
accrued liabilities arising in the
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ordinary course of business); (v) every capital lease obligation of such Person;
(vi) all obligations of such Person for claims in respect of derivative
products, including interest rate, foreign exchange rate and commodity forward
contracts, options and swaps and similar arrangements; and (vii) every
obligation of the type referred to in clauses (i) through (vi) of another Person
and all dividends of another Person the payment of which, in either case, such
Person has guaranteed or is responsible or liable, directly or indirectly, as
obligor or otherwise.
"Senior Debt" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Corporation whether
or not such claim for post-petition interest is allowed in such proceeding), on
Debt, whether incurred on or prior to the date of the Indenture or thereafter
incurred, unless, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding, it is provided that such obligations are not
superior in right of payment to the Series C Subordinated Debentures or to other
Debt which is pari passu with, or subordinated to, the Series C Subordinated
Debentures; provided, however, that Senior Debt shall not be deemed to include:
(i) any Debt of the Corporation which when incurred and without respect to any
election under Section 1111(b) of the United States Bankruptcy Code of 1978, as
amended, was without recourse to the Corporation, (ii) any Debt of the
Corporation to any of its subsidiaries, (iii) Debt to any employee of the
Corporation and (iv) the Series A Subordinated Debentures.
The Indenture places no limitation on the amount of Senior Debt
or subordinated debt which is pari passu with the Series C Subordinated
Debentures, that may be incurred by the Corporation. The Corporation expects
from time to time to incur additional indebtedness constituting Senior Debt.
Governing Law
The Indenture and the Series C Subordinated Debentures are
governed by and construed in accordance with the laws of the State of New York.
Information Concerning the Debenture Trustee
The Debenture Trustee is subject to all the duties and
responsibilities specified with respect to an indenture trustee under the Trust
Indenture Act. Subject to such provisions, the Debenture Trustee is under no
obligation to exercise any of the powers vested in it by the Indenture at the
request of any holder of the Series C Subordinated Debentures, unless offered
reasonable indemnity by such holder against the costs, expenses and liabilities
which might be incurred thereby. The Debenture Trustee is not required to expend
or risk its own funds or otherwise incur personal financial liability in the
performance of its duties if the Debenture Trustee reasonably believes that
repayment or adequate indemnity is not reasonably assured to it.
Distribution of the Series C Subordinated Debentures
As described under "Description of the Series C Preferred
Securities--Liquidation of the Series C Issuer and Distribution of the Series C
Subordinated Debentures to Holders", under certain circumstances involving the
termination of the Series C Issuer, Series C Subordinated Debentures may be
distributed to the holders of the Series C Preferred Securities in exchange
therefor upon liquidation of the Series C Issuer, after satisfaction of
liabilities to creditors of the Series C Issuer as provided by applicable law.
If distributed to holders of the Series C Preferred Securities in liquidation,
the Series C Subordinated Debentures will initially be issued in the form of
global securities and, in the case of Series C Subordinated Debentures in
respect of Other Series C Preferred Securities, certificated securities. DTC, or
any successor depositary for the Series C Preferred Securities, will act as
depositary for the Series C Subordinated Debentures in global form. It is
anticipated that the depositary arrangements for the Series C Subordinated
Debentures in global form would be substantially identical to those in effect
for the Series C Preferred Securities. For a description of global securities
and certificated securities, see "Book-Entry Issuance."
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There can be no assurance as to the market price of any Series C
Subordinated Debentures that may be distributed to the holders of the Series C
Preferred Securities.
Payment and Paying Agents
Payment of principal (premium, if any) of any interest on the
Series C Subordinated Debentures will be made, the transfer of the Series C
Subordinated Debentures will be registrable, and Series C Subordinated
Debentures will be exchangeable for Series C Subordinated Debentures of other
denominations of a like aggregate principal amount, at the offices of the
Debenture Trustee in The City of New York or at the offices of such Paying Agent
or Paying Agents as the Corporation may designate from time to time, except that
at the option of the Corporation payment of any interest may be made (i) except
in the case of Series C Subordinated Debentures held in the name of the Property
Trustee, by check mailed to the address of the Person entitled thereto as such
address shall appear in the Securities Register or (ii) by transfer to an
account maintained by the Person entitled thereto as specified in the Securities
Register, provided that proper transfer instructions have been received by June
15th or December 15th preceding the date for the payment of interest (the
"Regular Record Date"). Payment of any interest on the Series C Subordinated
Debentures will be made to the Person in whose name the Series C Subordinated
Debenture is registered at the close of business on the Regular Record Date for
such interest, except in the case of Defaulted Interest. The Corporation may at
any time designate additional Paying Agents or rescind the designation of any
Paying Agent; however, the Corporation will at all times be required to maintain
a Paying Agent in each Place of Payment for the Series C Subordinated
Debentures. See "Book-Entry Issuance."
Any moneys deposited with the Debenture Trustee or any Paying
Agent, or then held by the Corporation in trust, for the payment of the
principal (or premium, if any) of or interest on the Series C Subordinated
Debentures and remaining unclaimed for two years after such principal (or
premium, if any) or interest has become due and payable shall, at the request of
the Corporation, be repaid to the Corporation and the holders of the Series C
Subordinated Debentures shall thereafter look, as general unsecured creditors,
only to the Corporation for payment thereof.
BOOK-ENTRY ISSUANCE
DTC acts as securities depositary for all of the Series C
Preferred Securities and the Series C Subordinated Debentures, except for Series
C Preferred Securities issued to certain institutional investors described
below. The Series C Preferred Securities and the Series C Subordinated
Debentures which were sold in the March Securities Sale in reliance on Rule 144A
have been issued in registered, global form registered in the name of Cede & Co.
(DTC's nominee). One or more global certificates have been issued for the Series
C Preferred Securities and the Series C Subordinated Debentures and have been
deposited with the Property Trustee as custodian for DTC.
DTC is a limited purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Exchange
Act. DTC holds securities that its Participants deposit with DTC. DTC also
facilitates the settlement among Participants of securities transactions, such
as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. "Direct Participants"
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. DTC is owned by a number of its
Direct Participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as securities brokers and
dealers, banks and trust companies that clear through or maintain custodial
relationships with Direct Participants, either directly or indirectly ("Indirect
Participants"). The rules applicable to DTC and its participants are on file
with the Commission.
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Purchases of Series C Preferred Securities or Series C
Subordinated Debentures within the DTC system must be made by or through Direct
Participants, which will receive a credit for the Series C Preferred Securities
or Series C Subordinated Debentures on DTC's records. The ownership interest of
each actual purchaser of each Series C Preferred Security and each Series C
Subordinated Debenture ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial owners will not receive
written confirmation from DTC of their purchases, but Beneficial owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings, from the Direct or Indirect
Participants through which the Beneficial Owners purchased Series C Preferred
Securities or Series C Subordinated Debentures. Transfers of ownership interests
in the Series C Preferred Securities or Series C Subordinated Debentures are to
be accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in Series C Preferred Securities or Series C
Subordinated Debentures held through DTC, except in the event that use of the
book-entry system for the Series A Preferred Securities or Series C Subordinated
Debentures is discontinued.
DTC has no knowledge of the actual Beneficial Owners of the
Series C Preferred Securities or Series C Subordinated Debentures; DTC's records
reflect only the identity of the Direct Participants to whose accounts such
Series C Preferred Securities or Series C Subordinated Debentures are credited,
which may or may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners and the voting
rights of Direct Participants, Indirect Participants and Beneficial Owners will
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Redemption notices with respect to Series C Preferred Securities
or Series C Subordinated Debentures will be sent to Cede & Co. as the registered
holder of the Series C Preferred Securities or Series C Subordinated Debentures.
If less than all of the Series C Preferred Securities or the Series C
Subordinated Debentures are being redeemed, DTC's current practice is to
determine by lot the amount of the interest of each Direct Participant to be
redeemed.
Although voting with respect to the Series C Preferred Securities
or the Series C Subordinated Debentures is limited to the holders of record of
the Series C Preferred Securities or Series C Subordinated Debentures, in those
instances in which a vote is required, neither DTC nor Cede & Co. will itself
consent or vote with respect to Series C Preferred Securities or Series C
Subordinated Debentures. Under its usual procedures, DTC would mail an omnibus
proxy (the "Omnibus Proxy") to the relevant Trustee as soon as possible after
the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts such Series C Preferred
Securities or Series C Subordinated Debentures are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Distribution payments on the Series C Preferred Securities or the
Series C Subordinated Debentures will be made by the relevant Trustee to DTC.
DTC's practice is to credit Direct Participants' accounts on the relevant
payment date in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payments on such
payment date. Payments by Participants to Beneficial Owners will be governed by
standing instructions and customary practices and will be the responsibility of
such statutory or regulatory requirements as may be in effect from time to time.
Payment of Distributions to DTC is the responsibility of the relevant Trustee,
disbursement of such payments to Direct Participants is the responsibility of
DTC, and disbursements of such payments to the Beneficial Owners is the
responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities
depositary with respect to any of the Series C Preferred Securities or the
Series C Subordinated Debentures at any time by giving reasonable notice to the
relevant Trustee and the Corporation. In the event that a successor securities
depositary is not obtained, definitive Series C Preferred Securities or Series C
Subordinated Debentures certificates representing such Series C Preferred
Securities
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or Series C Subordinated Debentures are required to be printed and delivered.
The Corporation, at its option, may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor depositary). After a Debenture
Event of Default, the holders of a majority in liquidation preference of Series
C Preferred Securities or aggregate principal amount of Series C Subordinated
Debentures may determine to discontinue the system of boon-entry transfers
through DTC. In any such event, definitive certificates for such Series C
Preferred Securities or Series C Subordinated Debentures will be printed and
delivered.
The information in this section concerning DTC and DTC's
book-entry system has been obtained from sources that the Series C Issuer and
the Corporation believe to be accurate, but the Series C Issuer and the
Corporation assume no responsibility for the accuracy thereof. Neither the
Series C Issuer nor the Corporation has any responsibility for the performance
by DTC or its Participants of their respective obligations as described herein
or under the rules and procedures governing their respective operations.
DESCRIPTION OF THE SERIES C GUARANTEE
A Guarantee was executed and delivered by the Corporation
concurrently with the issuance of the Series C Preferred Securities for the
benefit of the holders from time to time of such Series C Preferred Securities
(the "Series C Guarantee"). The Bank of New York acts as indenture trustee
("Guarantee Trustee") under the Series C Guarantee, and the Series C Guarantee
has been qualified as an indenture under the Trust Indenture Act. This summary
of certain provisions of the Series C Guarantee does not purport to be complete
and is subject to, and qualified in its entirety by reference to, all of the
provisions of the Series C Guarantee, including the definitions therein of
certain terms, and the Trust Indenture Act. All material terms of the Series C
Guarantee are set forth in this Prospectus. A copy of the Series C Guarantee may
be obtained from the Corporation. The Guarantee Trustee holds the Series C
Guarantee for the benefit of the holders of the Series C Preferred Securities.
General
The Corporation has irrevocably agreed to pay in full on a
subordinated basis, to the extent set forth herein, the Guarantee Payments (as
defined below) to the holders of the Series C Preferred Securities, as and when
due, regardless of any defense, right of set-off or counterclaim that the Issuer
may have or assert other than the defense of payment. The following payments
with respect to the Series C Preferred Securities, to the extent not paid by or
on behalf of the Series C Issuer (the "Guarantee Payments"), are subject to the
Series C Guarantee: (i) any accumulated and unpaid Distributions required to be
paid on the Series C Preferred Securities, to the extent that the Series C
Issuer has funds on hand available therefor at such time, (ii) the Redemption
Price with respect to the Series C Preferred Securities called for redemption,
to the extent that the Series C Issuer has funds on hand available therefor at
such time and (iii) upon a voluntary or involuntary dissolution, winding up or
liquidation of the Series C Issuer (unless the Series C Subordinated Debentures
are distributed to holders of the Series C Preferred Securities), the lesser of
(a) the Liquidation Distribution and (b) the amount of assets of the Series C
Issuer remaining available for distribution to holders of the Series C Preferred
Securities after satisfaction of liabilities to creditors of the Series A Issuer
as required by applicable law. The Corporation's obligation to make a Guarantee
Payment may be satisfied by direct payment of the required amounts by the
Corporation to the holders of the Series C Preferred Securities or by causing
the Series C Issuer to pay such amounts to such holders.
The Series C Guarantee is an irrevocable guarantee on a
subordinated basis of the Series C Issuer's obligations under the Series C
Preferred Securities, but applies only to the extent that the Series C Issuer
has funds sufficient to make such payments, and is not a guarantee of
collection.
If the Corporation does not make interest payments on the Series
C Subordinated Debentures held by the Series C Issuer, the Series C Issuer will
not be able to pay Distributions on the Series C Preferred Securities and will
not have funds legally available therefor. The Series C Guarantee ranks
subordinate and junior in right of payment to all Senior Debt of the
Corporation. See "--Status of the Series C Guarantee". Because the Corporation
is a holding
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company, the right of the Corporation to participate in any distribution of
assets of any subsidiary upon such subsidiary's liquidation or reorganization or
otherwise is subject to the prior claims of creditors of that subsidiary, except
to the extent the Corporation may itself be recognized as a creditor of that
subsidiary. Accordingly, the Corporation's obligations under the Guarantee are
effectively subordinated to all existing and future liabilities of the
Corporation's subsidiaries, and claimants should look only to the assets of the
Corporation for payments thereunder. See "The Corporation". The Series C
Guarantee does not limit the incurrence or issuance of other secured or
unsecured debt of the Corporation, including Senior Debt, whether under the
Indenture, any other indenture that the Corporation may enter into in the
future, or otherwise.
The Corporation has, through the Series C Guarantee, the Trust
Agreement, the Series C Subordinated Debentures, the Indenture and the Expense
Agreement, taken together, fully, irrevocably and unconditionally guaranteed all
of the Series C Issuer's obligations under the Series C Preferred Securities. No
single document standing alone or operating in conjunction with fewer than all
of the other documents constitutes such guarantee. It is only the combined
operation of these documents that has the effect of providing a full,
irrevocable and unconditional guarantee of the Series C Issuer's obligations
under the Series C Preferred Securities. See "Relationship Among the Series C
Preferred Securities, the Series C Subordinated Debentures, the Expense
Agreement and the Series C Guarantee".
Status of the Series C Guarantee
The Series C Guarantee constitutes an unsecured obligation of the
Corporation and ranks subordinate and junior in right of payment to all Senior
Debt of the Corporation in the same manner as the Series C Subordinated
Debentures.
The Series C Guarantee constitutes a guarantee of payment and not
of collection (i.e., the guaranteed party may institute a legal proceeding
directly against the Guarantor to enforce its rights under the Series C
Guarantee without first instituting a legal proceeding against any other person
or entity). The Series C Guarantee is held for the benefit of the holders of the
Series C Preferred Securities. The Series C Guarantee will not be discharged
except by payment of the Guarantee Payments in full to the extent not paid by
the Series C Issuer or upon distribution to the holders of the Series C
Preferred Securities of the Series C Subordinated Debentures. The Series C
Guarantee does not place a limitation on the amount of additional Senior Debt
that may be incurred by the Corporation. The Corporation expects from time to
time to incur additional indebtedness constituting Senior Debt.
Amendments and Assignment
Except with respect to any changes that do not materially
adversely affect the rights of holders of the Series C Preferred Securities (in
which case no vote will be required), the Series C Guarantee may not be amended
without the prior approval of the holders of not less than a majority of the
aggregate Liquidation Amount of such outstanding Series C Preferred Securities.
The manner of obtaining any such approval will be as set forth under
"Description of the Series C Preferred Securities--Voting Rights; Amendment of
the Trust Agreement". All guarantees and agreements contained in the Guarantee
shall bind the successors, assigns, receivers, trustees and representatives of
the Corporation and shall inure to the benefit of the holders of the Series C
Preferred Securities then outstanding.
Events of Default
An event of default under the Series C Guarantee will occur upon
the failure of the Corporation to perform any of its payments or other
obligations thereunder. The holders of not less than a majority in aggregate
Liquidation Amount of the Series C Preferred Securities have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Guarantee Trustee in respect of such Guarantee or to direct the exercise
of any trust or power conferred upon the Guarantee Trustee under such Guarantee.
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Any holder of the Series C Preferred Securities may institute a
legal proceeding directly against the Corporation to enforce its rights under
the Series C Guarantee without first instituting a legal proceeding against the
Series C Issuer, the Guarantee Trustee or any other person or entity.
The Corporation, as guarantor, is required to file annually with
the Guarantee Trustee a certificate as to whether or not the Corporation is in
compliance with all the conditions and covenants applicable to it under the
Series C Guarantee.
Information Concerning the Guarantee Trustee
The Guarantee Trustee, other than during the occurrence and
continuance of a default by the Corporation in the performance of the Series C
Guarantee, undertakes to perform only such duties as are specifically set forth
in the Series C Guarantee and, after default with respect to the Series C
Guarantee, must exercise the same degree of care and skill as a prudent person
would exercise or use in the conduct of his or her own affairs. Subject to this
provision, the Guarantee Trustee is under no obligation to exercise any of the
powers vested in it by the Series C Guarantee at the request of any holder of
the Series C Preferred Securities unless it is offered reasonable indemnity
against the costs, expenses and liabilities that might be incurred thereby.
Termination of the Series C Guarantee
The Series C Guarantee will terminate and be of no further force
and effect upon full payment of the Redemption Price of the Series C Preferred
Securities, upon full payment of the amounts payable upon liquidation of the
Series C Issuer or upon distribution of the Series C Subordinated Debentures to
the holders of the Series C Preferred Securities in exchange therefor. The
Series C Guarantee will continue to be effective or will be reinstated, as the
case may be, if at any time any holder of the Series C Preferred Securities must
restore payment of any sums paid under the Series C Preferred Securities or the
Series C Guarantee.
Governing Law
The Series C Guarantee is governed by and construed in accordance
with the laws of the State of New York.
The Expense Agreement
Pursuant to the Expense Agreement entered into by the
Corporation, as holder of the Common Securities under the Trust Agreement (the
"Expense Agreement"), the Corporation has irrevocably and unconditionally
guaranteed to each person or entity to whom the Series C Issuer becomes indebted
or liable, the full payment of any costs, expenses or liabilities of the Series
C Issuer, other than obligations of the Series C Issuer to pay to the holders of
the Series C Securities the amounts due such holders pursuant to the terms of
the Series C Securities.
RELATIONSHIP AMONG THE SERIES C PREFERRED SECURITIES,
THE SERIES C SUBORDINATED DEBENTURES, THE EXPENSE
AGREEMENT AND THE SERIES C GUARANTEE
Full and Unconditional Guarantee
Payments of Distributions and other amounts due on the Series C
Preferred Securities (to the extent the Series C Issuer has funds available for
the payment of such Distributions) are irrevocably guaranteed by the Corporation
as and to the extent set forth under "Description of the Series C Guarantee".
Taken together, the Corporation's obligations under the Series C Subordinated
Debentures, the Indenture, the Trust Agreement, the Expense Agreement
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and the Series C Guarantee provide, in the aggregate, a full, irrevocable and
unconditional guarantee of payments of distributions and other amounts due on
the Series C Preferred Securities. No single document standing alone or
operating in conjunction with fewer than all of the other documents constitutes
such guarantee. It is only the combined operation of these documents that has
the effect of providing a full, irrevocable and unconditional guarantee of the
Series C Issuer's obligations under the Series C Preferred Securities. If and to
the extent that the Corporation does not make payments on the Series C
Subordinated Debentures, the Series C Issuer will not pay Distributions or other
amounts due on its Series C Preferred Securities. The Series C Guarantee does
not cover payment of Distributions when the Series C Issuer does not have
sufficient funds to pay such Distributions. In such event, the remedy of a
holder of the Series C Preferred Securities is to institute a Direct Action
against the Corporation pursuant to the Indenture for enforcement of payment of
such Distributions to such holder. The obligations of the Corporation under the
Series C Guarantee are subordinate and junior in right of payment to all Senior
Debt.
Sufficiency of Payments
As long as payments of interest and other payments are made when
due on the Series C Subordinated Debentures, such payments will be sufficient to
cover Distributions and other payments due on the Series C Preferred Securities,
primarily because: (i) the aggregate principal amount of the Series C
Subordinated Debentures is equal to the sum of the aggregate stated Liquidation
Amount of the Series C Preferred Securities and Series C Common Securities; (ii)
the interest rate and interest and other payment dates on the Series C
Subordinated Debentures match the Distribution rate and Distribution and other
payment dates for the Series C Securities; (iii) the Corporation shall pay for
all and any costs, expenses and liabilities of the Series C Issuer except the
Series C Issuer's obligations to holders of its Series C Securities; and (iv)
the Trust Agreement further provides that the Series C Issuer will not engage in
any activity that is not consistent with the limited purposes of the Series C
Issuer.
Notwithstanding anything to the contrary in the Indenture, the
Corporation has the right to set off any payment it is otherwise required to
make thereunder with and to the extent the Corporation has theretofore made, or
is concurrently on the date of such payment making, a payment under the Series C
Guarantee.
Enforcement Rights of Holders of the Series C Preferred Securities
A holder of a Series C Preferred Security may institute a legal
proceeding directly against the Corporation to enforce its rights under the
Series C Guarantee without first instituting a legal proceeding against the
Guarantee Trustee, the Series C Issuer or any other person or entity.
A default or event of default under any Senior Debt of the
Corporation would not constitute a default or Event of Default under the
Indenture. However, in the event of payment defaults under, or acceleration of,
Senior Debt of the Corporation, the subordination provisions of the Indenture
provide that no payments may be made in respect of the Series C Subordinated
Debentures until such Senior Debt has been paid in full or any payment default
thereunder has been cured or waived. Failure to make required payments on the
Series C Subordinated Debentures would constitute an event of default under the
Indenture.
Limited Purpose of the Series C Issuer
The Series C Preferred Securities evidence a beneficial interest
in the Series C Issuer, and the Series C Issuer exists for the sole purpose of
issuing its Series C Preferred Securities and Series C Common Securities and
investing the proceeds thereof in Series C Subordinated Debentures. A principal
difference between the rights of a holder of a Series C Preferred Security and a
holder of a Series C Subordinated Debenture is that a holder of a Series C
Subordinated Debenture is entitled to receive from the Corporation the principal
amount (or premium, if any) of and interest accrued on Series C Subordinated
Debentures held, while a holder of the Series C Preferred Securities is
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entitled to receive Distributions from the Series C Issuer (or from the
Corporation under the Series C Guarantee) if, and to the extent, the Series C
Issuer has funds available for the payment of such Distributions.
Rights Upon Termination
Upon any voluntary or involuntary termination, winding-up or
liquidation of the Series C Issuer involving the liquidation of the Series C
Subordinated Debentures, the holders of the Series C Preferred Securities will
be entitled to receive, out of assets held by the Series C Issuer, the
Liquidation Distribution in cash. See "Description of the Series C Preferred
Securities--Liquidation Distribution upon Termination". Upon any voluntary or
involuntary liquidation or bankruptcy of the Corporation, the Property Trustee,
as holder of the Series C Subordinated Debentures, would be a subordinated
creditor of the Corporation, subordinated in right of payment to all Senior Debt
as set forth in the Indenture, but entitled to receive payment in full of
principal, (or premium, if any) and interest, before any stockholders of the
Corporation receive payments or distributions. Since the Corporation is the
guarantor under the Series C Guarantee and has agreed to pay for all costs,
expenses and liabilities of the Series C Issuer (other than the Series C
Issuer's obligations to the holders of its Series C Preferred Securities), the
positions of a holder of such Preferred Securities and a holder of the Series C
Subordinated Debentures relative to other creditors and to stockholders of the
Corporation in the event of liquidation or bankruptcy of the Corporation are
expected to be substantially the same.
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the principal United States federal
income tax consequences of the purchase, ownership and disposition of the Series
C Preferred Securities. This summary addresses only the tax consequences to a
person that acquires Series C Preferred Securities on their original issue at
their original offering price and that is (i) an individual citizen or resident
of the United States, (ii) a corporation or partnership organized in or under
the laws of the United States or any state thereof or the District of Columbia
or (iii) an estate or trust the income of which subject to United States federal
income tax regardless of source (a "United States Person") and does not address
the tax consequences to persons that may be subject to special treatment under
United States federal income tax law, such as banks, insurance companies, thrift
institutions, regulated investment companies, real estate investment trusts,
tax-exempt organizations, dealers in securities or currencies, persons that will
hold Series C Preferred Securities as part of a position in a "straddle" or as
part of a "hedging", "conversion" or other integrated investment transaction for
federal income tax purposes, persons whose functional currency is not the United
States dollar or persons that do not hold Series C Preferred Securities as
capital assets.
The statements of law or legal conclusions set forth in this
summary constitute the opinion of Sullivan & Cromwell, counsel to the
Corporation and the Series C Issuer. This summary is based upon the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, Internal
Revenue Service rulings and pronouncements and judicial decisions now in effect,
all of which are subject to change at any time. Such changes may be applied
retroactively in a manner that could cause the tax consequences to vary
substantially from the consequences described below, possibly adversely
affecting a beneficial owner of the Series C Preferred Securities. In
particular, legislation has been proposed that could adversely affect the
Corporation's ability to deduct interest on the Series C Subordinated
Debentures, which may in turn permit the Corporation to cause a redemption of
the Series C Preferred Securities. See "--Possible Tax Law Changes". The
authorities on which this summary is based are subject to various
interpretations, and it is therefore possible that the federal income tax
treatment of the purchase, ownership and disposition of the Series C Preferred
Securities may differ from the treatment described below.
PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT WITH THEIR OWN TAX
ADVISORS IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES AS TO THE FEDERAL TAX
CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE SERIES C
PREFERRED SECURITIES, AS WELL AS THE EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX
LAWS.
Classification of the Series C Issuer
Under current law and assuming compliance with the terms of the
Trust Agreement, the Series C Issuer will not be classified as an association
taxable as a corporation for United States federal income tax purposes. As a
result, each beneficial owner of Series C Preferred Securities (a
"Securityholder") will be required to include in its gross income its pro rata
share of the original issue discount accrued with respect to the Series C
Subordinated Debentures whether or not cash is actually distributed to the
Securityholders. See "--Original Issue Discount". No amount included in income
with respect to the Series C Preferred Securities is eligible for the
dividends-received deduction.
Original Issue Discount
Under the Indenture, the Corporation has the right to defer the
payment of interest on the Series C Subordinated Debentures at any time or from
time to time for a period not exceeding 10 consecutive semi-annual periods with
respect to each Extension Period, provided that no Extension Period may extend
beyond the Stated Maturity of the Series C Subordinated Debentures. Because of
this option, all interest payable on the Series C Subordinated Debentures will
be treated as "original issue discount" ("OID") for federal income tax purposes.
Accordingly, a Securityholder will recognize income (in the form of OID) on a
daily basis under a constant yield method over the term of the Series C
Subordinated Debentures (including during any Extension Period), regardless
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of the receipt of cash with respect to the period to which such income is
attributable. (Subsequent uses of the term "interest" in this summary shall
include income in the form of OID.) The amount of OID that accrues in any
semi-annual period (other than during an Extension Period) will equal
approximately the amount of the interest that accrues on the Series C
Subordinated Debentures in that semi-annual period at the stated interest rate.
In the event that the interest payment period is extended,
Securityholders will include interest in gross income in advance of the receipt
of cash, and any Securityholders who dispose of the Series C Preferred
Securities prior to the record date for the payment of Distributions following
such Extension Period will include interest in gross income but will not receive
any cash related thereto from the Series C Issuer. Any amount of OID included in
a Securityholder's gross income (whether or not during an Extension Period) will
increase such Securityholder's tax basis in its Series C Preferred Securities,
and the amount of Distributions received by a Securityholder will reduce such
Securityholder's tax basis in its Series C Preferred Securities.
Distribution of the Series C Subordinated Debentures to Holders of Series C
Preferred Securities
Under current law, a distribution by the Series C Issuer of the
Series C Subordinated Debentures as described under the caption "Description of
the Series C Preferred Securities--Liquidation of the Series C Issuer and
Distribution of Series C Subordinated Debentures to Holders" will be non-taxable
and will result in the Securityholder receiving directly its pro rata share of
the Series C Subordinated Debentures previously held indirectly through the
Series C Issuer, with a holding period and aggregate tax basis equal to the
holding period and aggregate tax basis such Securityholder had in its Series C
Preferred Securities before such distribution. A Securityholder will accrue
interest in respect of the Series C Subordinated Debentures received from the
Series C Issuer in the manner described above under "--Original Issue Discount".
Sales or Redemption of the Series C Preferred Securities
Gain or loss will be recognized by a Securityholder on a sale of
the Series C Preferred Securities (including a redemption for cash) in an amount
equal to the difference between the amount realized and the Securityholder's
adjusted tax basis in the Series C Preferred Securities sold or so redeemed.
Gain or loss recognized by a Securityholder on the Series C Preferred Securities
held for more than one year will generally be taxable as long-term capital gain
or loss.
The Series C Preferred Securities may trade at a price that does
not fully reflect the value of accrued but unpaid interest with respect to the
underlying Series C Subordinated Debentures. A Securityholder that disposes of
its Series C Preferred Securities between record dates for payments of
Distributions (and consequently does not receive a Distribution from the Series
C Issuer for the period prior to such disposition) will nevertheless be required
to include in income as ordinary income accrued but unpaid interest on the
Series C Subordinated Debentures through the date of disposition and to add such
amount to its adjusted tax basis in its Series C Preferred Securities disposed
of. Such Securityholder will recognize a capital loss on the disposition of its
Series C Preferred Securities to the extent the selling price (which may not
fully reflect the value of accrued but unpaid interest) is less than the
Securityholder's adjusted tax basis in the Series C Preferred Securities (which
will include accrued but unpaid interest). Subject to certain limited
exceptions, capital losses cannot be applied to offset ordinary income for
federal income tax purposes.
Possible Tax Law Changes
On February 6, 1997, the Budget Proposal was released. If
enacted, the Budget Proposal would generally deny interest deductions for
interest on an instrument issued by a corporation that has a maximum term of
more than 15 years and that is not shown as indebtedness on the separate balance
sheet of the issuer or, where the instrument is issued to a related party (other
than a corporation), where the holder or some other related party issues a
related instrument that is not shown as indebtedness on the issuer's
consolidated balance sheet. The above-described provision
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of the Budget Proposal is proposed to be effective generally for instruments
issued on or after the date of first Congressional committee action. If this
provision were to apply to the Series C Subordinated Debentures, the Corporation
would be unable to deduct interest on the Series C Subordinated Debentures.
Under current law, the Corporation will be able to deduct interest on the Series
C Subordinated Debentures. There can be no assurance, however, that current or
future legislative proposals or final legislation will not affect the ability of
the Corporation to deduct interest on the Series C Subordinated Debentures. Such
a change could give rise to a Tax Event, which may permit the Corporation, if
certain conditions are met, to shorten the maturity of the Series C Subordinated
Debentures to a date not earlier than March 12, 2012 or to cause a redemption of
the Series C Preferred Securities before March 15, 2007. See "Description of the
Series C Subordinated Debentures--Tax Event or Capital Treatment Event
Redemption" and "Description of the Series C Preferred Securities--Redemption".
It is unclear whether an exercise by the Corporation of its right
to shorten the maturity of the Series C Subordinated Debentures following a Tax
Event would be a taxable event to holders of the Series C Preferred Securities.
Information Reporting to Securityholders
Generally, income on the Series C Preferred Securities will be
reported to Securityholders on Forms 1099, which forms should be mailed to
Securityholders by January 31 following each calendar year.
Backup Withholding
Payments made on, and proceeds from the sale of, the Series C
Preferred Securities may be subject to a "backup" withholding tax of 31% unless
the Securityholder complies with certain certification requirements. Any
withheld amounts will be allowed as a credit against the Securityholder's United
States federal income tax, provided the required information is provided to the
Internal Revenue Service on a timely basis.
ERISA CONSIDERATIONS
The Employee Retirement Income Security Act of 1974, as amended
("ERISA"), imposes certain requirements on those employee benefit plans to which
it applies ("Plans") and on those persons who are fiduciaries with respect to
such Plans. In accordance with ERISA's general fiduciary standards, before
purchasing the Series C Preferred Securities a Plan fiduciary should determine
whether such an investment is permitted under the governing Plan instruments and
is appropriate for the Plan in view of its overall investment policy and the
composition and diversification of its portfolio. Other provisions of ERISA and
the Code require that certain reporting and disclosure be made with respect to
plan assets and investments, and still other provisions of ERISA and the Code
prohibit certain transactions involving the assets of a Plan and persons who
have certain specified relationships to the Plan ("parties in interest" within
the meaning of ERISA or "disqualified persons" within the meaning of the Code).
Thus, a Plan fiduciary considering an investment in the Series C Preferred
Securities should consult with its legal counsel concerning the legal
implications of investing in the Series C Preferred Securities, especially in
light of the issues discussed in the immediately succeeding paragraphs.
An investment in Series C Preferred Securities by a Plan might
result in the Series C Subordinated Debentures and any other assets of the
Series C Issuer being deemed to constitute in whole or in part Plan assets,
which in turn would mean that such assets would be subject to the reporting and
disclosure rules of ERISA and the Code, might mean that the Plan fiduciary who
decided to invest in the Series C Preferred Securities had delegated asset
management responsibility and might mean that the purchase and certain
underlying aspects of such investment, including the operation of the Series C
Issuer, might be deemed prohibited transactions under ERISA and the Code.
Neither ERISA nor the Code defines "plan assets". The U.S. Department of Labor
has published regulations (the "Plan Asset Regulations") concerning whether or
not a Plan's assets would be deemed to include an interest in the underlying
assets of an entity (such as a trust) for purposes of ERISA and the Code, if the
Plan acquires an "equity interest" in
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such entity (such as by acquiring the Series C Preferred Securities). Under the
Plan Asset Regulations, the underlying assets of an entity will not be
considered "plan assets" if, immediately after the most recent acquisition of
any equity interest in the entity, whether or not from the issuer or an
underwriter, less than 25% of the value of each class of equity interest is held
by "benefit plan investors", which are defined as Plans, individual retirement
accounts and certain employee benefit plans not subject to ERISA (for example,
non-U.S. or governmental plans). Neither the initial sales of the Series C
Preferred Securities nor any subsequent transfers thereof will be monitored to
ensure that the investment by "benefit plan investors" is below the 25% limit
described above and, accordingly, an investing Plan's assets may be deemed to
include the assets of the Trust.
In light of the possibility of prohibited transactions, Plans
cannot purchase the Series C Preferred Securities unless (i) they are
represented in this regard by a "qualified professional asset manager" ("QPAM")
as that term is defined in U.S. Department of Labor Prohibited Transaction
Exemption ("PTE") 84-14, and other conditions to the applicability of PTE 84-14
to the purchase and holding of the Series C Preferred Securities are satisfied,
(ii) PTE 90-1 (for insurance company pooled separate accounts), (iii) PTE 91-38
(for bank collective funds), (iv) PTE 95-60 (for insurance company general
accounts) or (v) PTE 96-23 (for in-house asset managers) applies. By purchasing
the Series C Preferred Securities, the investing Plan is deemed to represent and
agree that it is so represented and that such conditions are satisfied. In
addition, if the Corporation was considered to be a fiduciary with respect to
the Series C Issuer as a result of certain powers it holds (such as the power to
remove and replace the property trustee and the administrative trustees), the
optional redemption or acceleration of the Series C Subordinated Debentures
could be considered prohibited transactions under Section 406(b) of ERISA and
Section 4975(c) (1)(E) of the Code. In order to avoid such prohibited
transactions, each investing Plan, by purchasing the Series C Preferred
Securities, will be deemed to have directed the Series C Issuer to invest in the
Subordinated Debentures and to have appointed the Property Trustee.
Employee benefit plans that are governmental plans (as defined in
Section 3(32) of ERISA) are not subject to ERISA requirements but may be subject
to somewhat similar provisions of other applicable federal or state law or legal
restrictions on their ability to invest in the Series C Preferred Securities.
Accordingly, governmental plans should consult with legal counsel prior to
making an investment.
THE SALE OF INVESTMENTS TO PLANS IS IN NO RESPECT A
REPRESENTATION BY THE SERIES C ISSUER, THE CORPORATION, THE PROPERTY TRUSTEE OR
ANY OTHER PERSON ASSOCIATED WITH THE SALE OF THE SERIES C PREFERRED SECURITIES
THAT SUCH INVESTMENTS MEET ALL RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO
INVESTMENTS BY PLANS GENERALLY OR ANY PARTICULAR PLAN, OR THAT SUCH INVESTMENTS
ARE OTHERWISE APPROPRIATE FOR PLANS GENERALLY OR ANY PARTICULAR PLAN.
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SELLING SECURITYHOLDERS
The Registration Statement has been filed pursuant to Rule 415
under the Securities Act to afford the holders of the Series C Preferred
Securities the opportunity to sell such securities in a public transaction
rather than pursuant to an exemption from the registration and prospectus
delivery requirements of the Securities Act. In order to avail itself of that
opportunity, a holder must notify the Corporation in writing of its intention to
sell Series C Preferred Securities and request the Corporation to file a
supplement to this Prospectus or an amendment to the Registration Statement
identifying such holder as a Selling Securityholder and disclosing such other
information concerning the Selling Securityholder and the Series C Preferred
Securities to be sold as may then be required by the Securities Act and the
rules and regulations thereunder, as applicable. No offer or sale pursuant to
this Prospectus may be made by any holder until such a request has been made and
until any such supplement has been filed or any such amendment has become
effective. The holders of Series C Preferred Securities who have made such a
request and as to whom any such supplement has been filed or any such amendment
has been filed or becomes effective are referred to herein as "Selling
Securityholders". Since the Series C Preferred Securities are currently listed
on PORTAL, the holder of the Series C Preferred Securities at the time such
request has been made may differ from the holders as of the date hereof.
As of the date of this Prospectus no holder of Series C Preferred
Securities has made such a request and, accordingly, no Selling Securityholders
are named herein.
The Corporation will from time to time supplement or amend this
Prospectus to reflect the required information concerning any Selling
Securityholders.
The Corporation has agreed to bear all expenses (other than
expenses incurred by any holder of Series C Preferred Securities, including fees
and expenses of counsel and other advisors retained by such holder), in
connection with the registration and sale of the Series C Preferred Securities
covered by this Prospectus.
The following table show the names of the Selling
Securityholders, the shares of Series A Preferred Securities owned beneficially
by each of them, as of [_____________, 1997] (unless otherwise noted), the
number of Series C Preferred Securities that may be offered by each of them
pursuant to this Prospectus and the number of Series C Preferred Securities to
be beneficially owned by each of them after completion of the offering pursuant
to this Prospectus, assuming all of the shares of Series C Preferred Securities
being offered hereby are sold in the offering.
<TABLE>
<CAPTION>
Number of Series
C Preferred
Securities
Beneficially Owned Number of Series Number of Series C
as of C Preferred Preferred Securities
Name of Selling -------------, Securities Offered Beneficially Owned
Securityholder 1997(1) Hereby After the Offering
- ------------------------------------------- ----------------- ------------------- ----------------------
<S> <C> <C> <C>
[ ]............................ [ ] [ ] 0
[ ]............................ [ ] [ ] 0
[ ]............................ [ ] [ ] 0
[ ]............................ [ ] [ ] 0
[ ]............................ [ ] [ ] 0
[ ]............................ [ ] [ ] 0
[ ]............................ [ ] [ ] 0
[ ]............................ [ ] [ ] 0
[ ]............................ [ ] [ ] 0
[ ]............................ [ ] [ ] 0
[ ]............................ [ ] [ ] 0
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
[ ]............................ [ ] [ ] 0
[ ]............................ [ ] [ ] 0
[ ]............................ [ ] [ ] 0
[ ]............................ [ ] [ ] 0
[ ]............................ [ ] [ ] 0
[ ]............................ [ ] [ ] 0
[ ]............................ [ ] [ ] 0
[ ]............................ [ ] [ ] 0
------------------
Total............................... [ ] 0
==================
</TABLE>
- ---------------
(1) For the purposes of this table, a person is deemed to have "beneficial
ownership" of securities over which such person, directly or indirectly
through any contract, arrangement, understanding, relationship or
otherwise, has or shares (x) voting power (which includes the power to vote
or to direct the voting of such securities) or (y) investment power (which
includes the power to dispose or direct the disposition of such
securities). A person is also deemed to be the beneficial owner of
securities: (i) the beneficial ownership of which such person has the
right, at any time within 60 days from _______, 1997 (or such later date as
noted in the above table), to acquire, including but not limited to any
right to acquire through the exercise of options, warrants or rights, the
conversion of a convertible security or the revocation or automatic
termination of a trust or discretionary account or similar arrangement;
(ii) the beneficial ownership of which such person has the right to acquire
(as specified in (i)) at any time, where such right is acquired for the
purpose, or with the effect, of changing or influencing control of the
Corporation, or in connection with or as a participant in any transaction
having such purpose or effect; or (iii) with respect to which such person,
directly or indirectly, through the creation or use of a trust, a proxy,
power of attorney, pooling arrangement or any other contract, arrangement
or device purports to have divested himself of beneficial ownership or to
have prevented the vesting of beneficial ownership as part of a scheme to
evade the reporting requirements of Section 13(d) or (g) of the Securities
Exchange Act of 1934. Beneficial ownership is given as of ___________, 1997
unless noted otherwise.
PLAN OF DISTRIBUTION
The Series C Preferred Securities are outstanding securities and are being
offered for sale from time to time pursuant to this Prospectus by the Selling
Securityholders. The Series C Preferred Securities also may be sold pursuant to
Rule 144 under the Securities Act.
The distribution of the Series C Preferred Securities pursuant to this
Prospectus may be effected from time to time in one or more transactions (which
may involve block transactions) in transactions on PORTAL or in the over-the-
counter market or on any national securities exchange or automated quotation
system on which Series C Preferred Securities may be listed or quoted in the
future, in negotiated transactions, through the writing of options on shares
(whether such options are listed on an options exchange or otherwise) or through
a combination of such methods of sale, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at negotiated
prices, in each case as determined by the relevant Selling Securityholder. Each
Selling Securityholder may effect such transactions by selling shares directly
to their purchasers, through agents or to or through broker-dealers, and any
such agents or broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from such Selling
Securityholder, from purchasers of shares for whom they may act as agents or
from both sources (and such compensation may be in excess of customary
commissions). The Selling Securityholders and any broker-dealers that
participate in the distribution may be deemed to be "underwriters" within the
meaning of Section 2(1) of the Securities Act, and any commissions, and any
profit on the resale of shares, received by the Selling Securityholders and any
such broker-dealers may be deemed to be underwriting compensation.
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To the extent required at the time a particular sale of Series C
Preferred Securities is made hereunder, the Corporation will make available to
the relevant Selling Securityholder for delivery to the purchaser a supplement
to this Prospectus that will include certain information about the sale, for
example, with respect to the number of shares sold, the sale price, any
participating broker-dealers and any discounts or commissions received thereby.
The Corporation will bear all costs and expenses incurred by it
in connection with the offering and sale of the Series C Preferred Securities
pursuant to this Prospectus, but will not be responsible for any commissions,
underwriting discounts or similar amounts payable in respect of any such sale,
or for any other expenses incurred by the Selling Securityholders or any
purchasers. Notwithstanding the foregoing, the Corporation and each Selling
Securityholder have agreed to indemnify each other from certain liabilities
relating to the offering made hereby, including liabilities under the Securities
Act.
In connection with a particular offering of Series C Preferred
Securities pursuant to this Prospectus, participating underwriters or
broker-dealers (if any), or their respective affiliates, may engage in passive
market-making transactions in the Series C Issuer's Series C Preferred
Securities on PORTAL in accordance with Rule 10b- 6A under the Exchange Act
during the two business day period before commencement of such offering. Passive
market-making transactions must comply with applicable volume and price limits
and must be identified as such. In general, a passive market-maker may display
its bid at a price not in excess of the highest independent bid for the
security; if all independent bids are lowered below the passive market-maker's
bid, however, such bid must then be lowered when certain purchase limits are
exceeded.
The Corporation has agreed with the Selling Securityholders to
keep a Shelf Registration Statement, under which the Selling Securityholders may
resell Series C Preferred Securities from time to time, effective until
____________, 1999 (or such earlier time as all Series C Preferred Securities
have been sold thereunder or pursuant to Rule 144 under the Securities Act),
except during certain limited circumstances. See "Registration Rights
Agreement".
Prior to the offering contemplated hereby, there has been no
public market for the Series C Preferred Securities. The Initial Purchasers have
advised the Corporation that they intend to make a market in the Series C
Preferred Securities, but they are not obligated to do so and may discontinue
any such market making at any time without notice. In addition, the market
making may be limited during the pendency of the Shelf Registration Statement.
Accordingly, there can be no assurance that an active market will develop for
the Series C Preferred Securities.
Dillon, Read & Co. Inc. serves as Quotation Agent with respect to the
Series C Preferred Securities and in certain instances will calculate the
Redemption Price thereof.
REGISTRATION RIGHTS AGREEMENT
On March 12, 1997, the Corporation and the Series C Issuer
entered into a registration rights agreement with the Initial Purchasers (the
"Registration Rights Agreement") pursuant to which the Corporation and the
Series C Issuer agreed, at the Corporation's expense, for the benefit of the
Initial Purchasers and the holders of the Series C Preferred Securities, the
Series C Guarantee and the Series C Subordinated Debentures (together, the
"Registrable Securities"), to file a registration statement (the "Shelf
Registration Statement") with respect to the Registrable Securities.
The Registration Rights Agreement provides that the Corporation
and the Series C Issuer will (i) file with the Commission within 60 days after
the date of issuance of the Registrable Securities the Shelf Registration
Statement covering resales of the Registrable Securities, (ii) use their
reasonable best efforts to cause the Shelf Registration Statement to be declared
effective under the Securities Act within 120 days after the date of the
issuance of the Registrable Securities and (iii) use their reasonable best
efforts to keep effective the Shelf Registration Statement until three years
after the date it is declared effective or such earlier date as all Registrable
Securities shall have been disposed of or on which all Registrable Securities
held by persons that are not affiliates of the Corporation or the
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Series C Issuer may be resold without registration pursuant to Rule 144(k) under
the Securities Act (the "Effectiveness Period"). The Corporation will provide to
each holder of Registrable Securities copies of the Prospectus, which is a part
of the Shelf Registration Statement, notify each holder when the Shelf
Registration Statement has become effective and take certain other actions as
are required to permit unrestricted resales of the Registrable Securities. A
holder of Registrable Securities that sells such Registrable Securities pursuant
to the Shelf Registration Statement has been required to be named as a selling
security holder in the related Prospectus and to deliver a Prospectus to
purchasers, is subject to certain of the civil liability provisions under the
Securities Act in connection with such sales and is bound by the provisions of
the Registration Rights Agreement, including certain indemnification
obligations.
In the event that the Shelf Registration Statement has not been
filed with the Commission within 60 days or, if so filed, has not been declared
effective within 120 days following the Issue Date (each a "Registration
Default"), a Registration Penalty (as defined herein) of 0.25% per annum of the
principal amount of the Series C Subordinated Debentures will accrue until such
Shelf Registration Statement is (i) filed with the Commission or (ii) declared
effective by the Commission. In the event that the Shelf Registration Statement
is not declared effective by the Commission 60 days following a Registration
Default, an additional Registration Penalty of 0.25% (together with the initial
Registration Penalty, not to exceed in the aggregate 0.50%) will accrue until
such Registration Statement is declared effective.
Also, in the event that the Shelf Registration Statement ceases
to be effective during the Effectiveness Period for more than 60 days, whether
or not consecutive, during any 12-month period, then a Registration Penalty will
accrue at a rate per annum equal to one-half of one percent (0.50%) of the
principal amount or Liquidation Amount, as applicable, from such 61st day until
such time as the Shelf Registration Statement again becomes effective. At no
time will a Registration Penalty in excess of 0.50% be payable pursuant to the
provisions of the Registration Rights Agreement.
The Corporation and the Series C Issuer have agreed in the
Registration Rights Agreement to use their reasonable best efforts to cause the
Series C Preferred Securities to be listed on the Nasdaq National Market or
other national securities exchange upon effectiveness of the Shelf Registration
Statement.
The summary herein of certain provisions of the Registration
Rights Agreement is subject to, and is qualified in its entirety by reference
to, all of the provisions of the Registration Rights Agreement, a copy of which
is available upon request from the Corporation.
-63-
<PAGE>
VALIDITY OF SECURITIES
Certain matters of Delaware law relating to the validity of the
Series C Preferred Securities, the enforceability of the Trust Agreement and the
formation of the Series C Issuer have been passed upon by Richards, Layton &
Finger, special Delaware Counsel to the Corporation and the Series C Issuer. The
validity of the Series C Guarantee and the Series C Subordinated Debentures have
been passed upon for the Corporation by Sullivan & Cromwell and for the
Underwriters by Simpson Thacher & Bartlett, (a partnership which includes
professional corporations). Sullivan & Cromwell and Simpson Thacher & Bartlett
have relied on the opinion of Richards, Layton & Finger as to certain matters of
Delaware law. Certain matters relating to United States federal income tax
considerations have been passed upon for the Corporation and the Series C
Issuers by Sullivan & Cromwell.
INDEPENDENT PUBLIC ACCOUNTANTS
The consolidated financial statements and schedules of the
Corporation and subsidiaries appearing in the Corporation's Annual Report (Form
10-K) for the year ended December 31, 1996 have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are included therein and have been incorporated by reference into
this Prospectus. Such consolidated financial statements are incorporated herein
by reference in reliance upon such report given upon the authority of such firm
as experts in giving said reports.
-64-
<PAGE>
No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained in this Prospectus
and, if given or made, such information or representation must not be relied
upon as having been authorized by the Corporation or the Series C Issuer.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication that the
information herein is correct as of any time subsequent to the date hereof
or that there has not been a change in the affairs of the Corporation or the
Series C Issuer since the date hereof.
-65-
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Notice to New Hampshire Residents................. 8
Available Information............................. 8
Incorporation of Certain Documents By
Reference....................................... 9
Prospectus Summary................................ 10
Risk Factors...................................... 17
The Series C Issuer............................... 23
The Corporation................................... 24
Consolidated Ratio of Earnings to Fixed
Charges (Excluding Preferred Stock
Dividends) and Ratio of Earnings to
Combined Fixed Charges and Preferred
Stock Dividend Requirements..................... 26
Capitalization.................................... 27
Use of Proceeds................................... 29
Federal Reserve Board Actions..................... 29
Accounting Treatment.............................. 29
Description of the Series C Preferred
Securities...................................... 29
Description of the Series C Subordinated
Debentures...................................... 39
Book-Entry Issuance............................... 49
Description of the Series C Guarantee............. 51
Relationship Among the Series C Preferred
Securities, the Series C Subordinated
Debentures, the Expense Agreement and
the Series C Guarantee.......................... 53
Certain Federal Income Tax Consequences........... 56
ERISA Considerations.............................. 58
Selling Securityholders........................... 60
Plan of Distribution.............................. 61
Registration Rights Agreement..................... 62
Validity of Securities............................ 64
Independent Public Accountants.................... 64
</TABLE>
-66-
<PAGE>
LOGO
Riggs Capital II
------------
$200,000,000
8 7/8% Trust Preferred Securities, Series C
200,000
Preferred Securities
(Liquidation Amount $1,000 per
Preferred Security)
Fully and Unconditionally
Guaranteed by
Riggs National Corporation
--------------------------
PROSPECTUS
--------------------------
-67-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses in connection with the issuance and distribution
of the securities being registered are:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee......................$60,610
Trustee's fee and expenses...............................................$46,000
Printing and engraving expenses.........................................$150,000
Legal fees and expenses of Registrant's Counsel.........................$250,000
Accounting fees and expenses.............................................$40,000
Blue Sky fees and expenses (including counsel fees).......................$4,000
Fees of rating agencies.................................................$130,000
Miscellaneous expenses...................................................$19,390
Total.................................................................$700,000
</TABLE>
Item 15. Indemnification of Directors and Officers
Section 15 of the General Corporation Law of the State of Delaware,
Article Eleventh of the Corporation's Certificate of Incorporation and Section
14.1 of the Corporation's Bylaws provide for indemnification of the
Corporation's directors and officers in a variety of circumstances which may
include liabilities under the Securities Act.
The general effect of the provisions in the Corporation's Certificate
of Incorporation and Delaware General Corporation Law is to provide that the
Corporation shall indemnify its directors and officers against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by them in connection with the defense or
settlement of any judicial or administrative proceedings in which they become
involved by reason of their status as directors or officers of the Corporation,
if they acted in good faith and in the reasonable belief that their conduct was
neither unlawful (in the case of criminal proceedings) nor inconsistent with the
best interests of the Corporation. With respect to legal proceedings by or in
the right of the Corporation in which a director or officer is adjudged liable
for improper performance of his duty to the Corporation or another enterprise
which he served in a similar capacity at the request of the Corporation,
indemnification is limited by such provisions to that amount which is permitted
by the court. In addition, the Corporation has purchased insurance as permitted
by Delaware law on behalf of directors, officers, employees or agents, which may
cover liabilities under the Securities Act.
In addition, Article Eleventh of the Corporation's Certificate of
Incorporation provides that no director of the Corporation will be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director. This provision does not eliminate or limit the
liability of a director for: (i) breach of the director's duty of loyalty to the
Corporation or its stockholders; (ii) acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law; (iii) willful
or negligent conduct in paying illegal dividends or improperly purchasing or
redeeming the Corporation's own stock; or (iv) any transaction in which the
director obtains an improper personal benefit.
-68-
<PAGE>
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit
- -------
<S> <C> <C>
1 -- Purchase Agreement
4(a) -- Certificate of Incorporation of the Corporation, as
amended
4(b) -- By-laws of the Corporation, as amended
4(c) -- Junior Subordinated Indenture between Riggs National
Corporation and The Bank of New
York, as Debenture Trustee
4(d) -- Certificate of Trust of Riggs Capital II
4(e) -- Trust Agreement of Riggs Capital II
4(f) -- Amended and Restated Trust Agreement of Riggs Capital II
4(g) -- Form of Series A Preferred Security Certificate for
Riggs Capital II (included in Exhibit 4(f))
4(h) -- Guarantee Agreement for Riggs Capital II
4(i) -- Form of Series C Subordinated Debenture
5(a) -- Opinion of Sullivan & Cromwell as to validity of the
Series C Subordinated Debentures and the Guarantee to be
issued by Riggs National Corporation
5(b) -- Opinion of Richards, Layton & Finger, special Delaware
counsel, as to validity of the Series A Preferred
Securities to be issued by Riggs Capital II
8 -- Opinion of Sullivan & Cromwell as to certain federal
income tax matters
12 -- Statement re: Computation of Consolidated Ratio of
Earnings to Fixed Charges (Excluding Preferred Stock
Dividends) and Ratio of Consolidated Earnings to Fixed
Charges and Preferred Stock Dividends
23(a) -- Consent of Arthur Andersen LLP
23(b) -- Consent of Richards, Layton & Finger
23(c) -- Consent of Sullivan & Cromwell
24 -- Powers of Attorney (included in signature page)
25(a) -- Form T-1 Statement of Eligibility of The Bank of New
York to act as trustee under the Junior Subordinated
Indenture
25(b) -- Form T-1 Statement of Eligibility of The Bank of New
York to act as trustee under the Amended and Restated
Trust Agreement of Riggs Capital II
25(c) -- Form T-1 Statement of Eligibility of The Bank of New
York to act as trustee under the Guarantee for the
benefit of the holders of Series A Capital
</TABLE>
Item 17. Undertakings
Each of the undersigned Registrants hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereto) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424 (b)
if, in the aggregate, the
-69-
<PAGE>
changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1) (i) and (1) (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by each of the Registrants pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, as amended, each filing of a Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at this time shall be deemed to be
the initial bona fide offering hereof.
(5) That, for purposes of determining any liability under the
Securities Act of 1933:
(i) The information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the Registrants pursuant to Rule 424 (b) (1) or (4)
or 487 (h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(ii) 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
each Registrant pursuant to the provisions described under 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 each
Registrant of expenses incurred or paid by a director, officer or controlling
person of each 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, each Registrant will, unless in
the opinion of its counsel the matter has been settled by the 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.
-70-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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 Washington, D.C. on May 2, 1997.
RIGGS NATIONAL CORPORATION
/s/ LINDA A. MADRID
---------------------------------
Name: Linda A. Madrid
Title: Managing Director of Legal Affairs
and Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Title Date
<S> <C> <C>
* CHAIRMAN OF THE BOARD May 2, 1997
- -------------------------------------- AND CHIEF EXECUTIVE
(Joe L. Allbritton) OFFICER
* PRESIDENT May 2, 1997
- --------------------------------------
(Timothy C. Coughlin)
/s/ JOHN L. DAVIS CHIEF FINANCIAL OFFICER May 2, 1997
- -------------------------------------- (PRINCIPAL FINANCIAL AND
(John L. Davis) ACCOUNTING OFFICER)
* DIRECTOR May 2, 1997
- --------------------------------------
(Barbara B. Allbritton)
* DIRECTOR May 2, 1997
- --------------------------------------
(Robert L. Allbritton)
* DIRECTOR May 2, 1997
- --------------------------------------
(Frederick L. Bollerer)
* DIRECTOR May 2, 1997
- --------------------------------------
(Calvin Cafritz)
* DIRECTOR May 2, 1997
- --------------------------------------
(Charles A. Camalier, III)
* DIRECTOR May 2, 1997
- --------------------------------------
(Ronald E. Cuneo)
* DIRECTOR May 2, 1997
- --------------------------------------
(Floyd E. Davis, III)
</TABLE>
-71-
<PAGE>
<TABLE>
<CAPTION>
Title Date
<S> <C> <C>
* DIRECTOR May 2, 1997
- --------------------------------------
(Jacqueline C. Duchange)
* DIRECTOR May 2, 1997
- --------------------------------------
(Michela A. English)
* DIRECTOR May 2, 1997
- --------------------------------------
(James E. Fitzgerald)
* DIRECTOR May 2, 1997
- --------------------------------------
(Heather S. Foley)
* DIRECTOR May 2, 1997
- --------------------------------------
(David J. Gladstone)
* DIRECTOR May 2, 1997
- --------------------------------------
(Lawrence I. Hebert)
DIRECTOR
- --------------------------------------
(Michael J. Jackson)
* DIRECTOR May 2, 1997
- --------------------------------------
(Timothy A. Lex)
* DIRECTOR May 2, 1997
- --------------------------------------
(Leo J. O'Donovan, S.J.)
* DIRECTOR May 2, 1997
- --------------------------------------
(Steven B. Pfeiffer)
* DIRECTOR May 2, 1997
- --------------------------------------
(John A. Sargent)
* DIRECTOR May 2, 1997
- --------------------------------------
(Robert L. Sloan)
* DIRECTOR May 2, 1997
- --------------------------------------
(James W. Symington)
* DIRECTOR May 2, 1997
- --------------------------------------
(Jack Valenti)
* DIRECTOR May 2, 1997
- --------------------------------------
(Eddie N. Williams)
</TABLE>
*Linda A. Madrid, by signing her name hereto, signs this document on behalf of
each of the persons indicated by an asterisk above pursuant to powers of
attorney duly executed by such persons and filed herewith with the Securities
and Exchange Commission.
By: /s/ LINDA A. MADRID
-------------------------------
Linda A. Madrid, Attorney-in-fact
-72-
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, Riggs
Capital II, certifies that it has reasonable grounds to believe that it meets
all 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 Washington, D.C. on May 2, 1997.
RIGGS CAPITAL II
By: RIGGS NATIONAL CORPORATION,
as Depositor
/s/ LINDA A. MADRID
-----------------------------------
Name: Linda A. Madrid
Title: Managing Director of Legal Affairs
and Corporate Secretary
-73-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
- -------
<S> <C> <C>
1 -- Purchase Agreement
4(a) -- Certificate of Incorporation of the Corporation, as
amended
4(b) -- By-laws of the Corporation, as amended
4(c) -- Junior Subordinated Indenture between Riggs National
Corporation and The Bank of New York, as Debenture
Trustee
4(d) -- Certificate of Trust of Riggs Capital II
4(e) -- Trust Agreement of Riggs Capital II
4(f) -- Amended and Restated Trust Agreement of Riggs Capital II
4(g) -- Form of Series C Preferred Security Certificate for
Riggs Capital II (included in Exhibit 4(f))
4(h) -- Guarantee Agreement for Riggs Capital II
4(i) -- Form of Series C Subordinated Debenture
5(a) -- Opinion of Sullivan & Cromwell as to validity of the
Series C Subordinated Debentures and the Guarantee to be
issued by Riggs National Corporation
5(b) -- Opinion of Richards, Layton & Finger, special Delaware
counsel, as to validity of the Series C Preferred
Securities to be issued by Riggs Capital II
8 -- Opinion of Sullivan & Cromwell as to certain federal
income tax matters
12 -- Statement re: Computation of Consolidated Ratio of
Earnings to Fixed Charges (Excluding Preferred Stock
Dividends) and Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends
23(a) -- Consent of Arthur Andersen LLP
23(b) -- Consent of Richards, Layton & Finger
23(c) -- Consent of Sullivan & Cromwell
24 -- Powers of Attorney (included in signature page)
25(a) -- Form T-1 Statement of Eligibility of The Bank of New
York to act as trustee under the Junior Subordinated
Indenture
25(b) -- Form T-1 Statement of Eligibility of The Bank of New
York to act as trustee under the Amended and Restated
Trust Agreement of Riggs Capital II
25(c) -- Form T-1 Statement of Eligibility of The Bank of New
York to act as trustee under the Guarantee for the
benefit of the holders of Series C Capital
</TABLE>
-74-
<PAGE>
================================================================================
RIGGS CAPITAL II
________________
8 7/8% Trust Preferred Securities, Series C
guaranteed by
RIGGS NATIONAL CORPORATION
PURCHASE AGREEMENT
------------------
March 7, 1997
________________________________________________________________________________
<PAGE>
RIGGS CAPITAL II
________________
8 7/8% Trust Preferred Securities, Series C
PURCHASE AGREEMENT
------------------
March 7, 1997
DILLON, READ & CO. INC.
535 Madison Avenue
New York, New York 10022
Ladies and Gentlemen:
Riggs Capital II (the "Issuer"), a statutory business trust formed
under the Business Trust Act (the "Delaware Act") of the State of Delaware
(Chapter 38, Title 12, of the Delaware Code, 12 Del. C. Section 3801 et seq.),
-- ---
proposes to issue and sell to Dillon, Read & Co. Inc. (the "Initial
Purchaser"), an aggregate of 200,000 8 7/8% Trust Preferred Securities, Series
C, Liquidation Amount $1,000 per Preferred Security (the "Preferred
Securities"). The Preferred Securities are more fully described in the Offering
Memorandum referred to below.
The Preferred Securities will be guaranteed by Riggs National
Corporation (the "Company"), to the extent set forth in the Offering Memorandum
(as defined below), with respect to distributions and amounts payable upon
liquidation or redemption (the "Guarantee"), pursuant to the Guarantee Agreement
(the "Guarantee Agreement"), to be dated as of the Closing Time (as defined
below), executed and delivered by the Company and The Bank of New York (the
"Guarantee Trustee"), a New York banking corporation, not in its individual
capacity but solely as trustee, for the benefit of the holders from time to time
of the Preferred Securities. The proceeds from the sale of the Preferred
Securities to the Initial Purchaser will be aggregated with the entire proceeds
from the sale by the Issuer to the Company of the common securities of the
Issuer (the "Common Securities") and will be used by the Issuer to purchase the
8 7/8% Junior Subordinated Deferrable Interest Debentures, Series C (the
"Debentures") to be issued by the Company. The Preferred Securities and the
Common Securities will be issued pursuant to the Amended and Restated Trust
Agreement of the Issuer, to be dated as of the Closing Time (the "Trust
Agreement"), among the Company, as Depositor, the trustees named therein (the
"Trustees") and the holders from time to time of the Preferred Securities and
the Common Securities, which represent undivided beneficial interests in the
assets of the Issuer. The Debentures will be issued pursuant to a Junior
<PAGE>
Subordinated Indenture, to be dated as of the Closing Time (the "Indenture"),
between the Company and The Bank of New York, as trustee (the "Indenture
Trustee"). All expenses of the Issuer will be paid by the Company as set forth
in the Expense Agreement, to be dated as of the Closing Time (the "Expense
Agreement"). The Preferred Securities, the Guarantee and the Debentures are
collectively referred to herein as the "Securities". This Agreement, the
Indenture, the Trust Agreement, the Guarantee Agreement, the Expense Agreement
and the Registration Rights Agreement (as defined below) are referred to
collectively as the "Operative Documents". Capitalized terms used herein without
definition have the respective meanings specified in the Offering Memorandum.
The Preferred Securities will be offered and sold to the Initial
Purchaser without registration under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance upon exemptions from the registration
requirements of the Securities Act. In connection with the sale of the
Preferred Securities, the Issuer and the Company have prepared an offering
memorandum dated the date hereof (such offering memorandum, in the form first
furnished to the Initial Purchaser for use in connection with the offering and
sale of the Preferred Securities, or if such form is not so used, in the form
subsequently furnished for such use, the "Offering Memorandum"), each setting
forth certain information concerning the Issuer, the Company, the Operative
Documents and the Securities. Subject to the provisions of Section 4(c) hereof,
the Issuer and the Company hereby confirm that they have authorized the use of
the Offering Memorandum in connection with the offer and resale of the Preferred
Securities by the Initial Purchaser. Unless stated to the contrary, all
references herein to the Offering Memorandum are to the Offering Memorandum at
the date hereof (the "Execution Time") and are not meant to include any
amendment or supplement thereto subsequent to the Execution Time.
The Issuer and the Company understand that the Initial Purchaser
proposes to make an offering of the Preferred Securities only on the terms,
subject to the conditions and in the manner set forth in the Offering Memorandum
and Section 3 hereof, as soon as the Initial Purchaser deems advisable after
this Agreement has been executed and delivered.
The Initial Purchaser and other holders of Securities (including
subsequent permitted transferees) will be entitled to the benefits of the
registration rights agreement, to be dated as of the Closing Time (the
"Registration Rights Agreement"), among the Issuer, the Company and the Initial
Purchaser, in the form attached hereto as Exhibit A. Pursuant to the
Registration Rights Agreement, the Issuer and the Company will agree to file
with the Securities and Exchange Commission (the "Commission") upon the terms
and conditions set forth therein a shelf registration statement pursuant to Rule
415 under the Securities Act in respect of (i) the Preferred Securities, (ii)
the Guarantee and (iii) the Debentures, and to use their reasonable best efforts
to cause such shelf registration statement to be declared effective.
All references in this Agreement to financial statements and schedules
and other information that is "contained", "included", "deemed included" or
"stated"
<PAGE>
3
in the Offering Memorandum (and all other references of like import) shall be
deemed to include all such financial statements and schedules and other
information that are, or are deemed to be, incorporated by reference in the
Offering Memorandum; and all references in this Agreement to amendments or
supplements to the Offering Memorandum shall be deemed to include the filing of
any document under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that is, or is deemed to be, incorporated by reference in the
Offering Memorandum.
Section 1. Representations and Warranties. The Issuer and the
------------------------------
Company, jointly and severally, represent and warrant to and agree with the
Initial Purchaser that:
(i) As of their respective dates, none of the Offering
Memorandum or any amendment or supplement thereto, and as of the Closing
Time, the Offering Memorandum, as amended or supplemented to such time,
contained or will contain 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; provided, however, that neither the Company nor the
-------- -------
Issuer makes any warranty or representation with respect to any statement
or omission made in the Offering Memorandum or any amendment or supplement
thereto in reliance upon and in conformity with information furnished in
writing by or on behalf of the Initial Purchaser to the Company expressly
for use therein. The documents incorporated by reference or deemed to be
incorporated by reference in the Offering Memorandum (the "Exchange Act
Reports"), when they became effective or were last amended or filed with
the Commission, as the case may be, conformed in all material respects to
the requirements of the Exchange Act as applicable, and the rules and
regulations (the "Rules and Regulations") of the Commission, and none of
such documents 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, in light of the circumstances under which they were
made, not misleading, and any further documents so filed and incorporated
by reference or deemed to be incorporated by reference in the Offering
Memorandum, when such documents become effective or are filed with the
Commission, as the case may be, will conform in all material respects to
the requirements of the Securities Act and the Exchange Act and the Rules
and Regulations, as applicable, and shall not contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(ii) Each of the Preferred Securities, the Guarantee and the
Debentures satisfy the eligibility requirements of Rule 144A(d)(3) of the
Rules and Regulations.
<PAGE>
4
(iii) None of the Issuer, the Company, any of their respective
affiliates (as such term is defined in Rule 501(b) of Regulation D of the
Rules and Regulations ("Regulation D")), or any person acting on behalf of
the foregoing (other than the Initial Purchaser) has, directly or
indirectly, made or will, directly or indirectly, make offers or sales of
any security, or solicited offers to buy any security, under circumstances
that would require the registration of the Securities under the Securities
Act.
(iv) None of the Issuer, the Company or any of their respective
affiliates (as such term is defined in Rule 501(b) of Regulation D) or any
person (other than the Initial Purchaser) acting on the behalf of the
foregoing has engaged or will engage, in connection with the offering of
the Securities or any security of the same class or series as the
Securities, in any form of general solicitation or general advertising
within the meaning of Rule 502(c) of Regulation D. The Company and the
Issuer have not entered and will not enter into any contractual arrangement
with respect to the distribution of the Securities except for this
Agreement and the Registration Rights Agreement.
(v) Assuming the accuracy of the representations and
warranties and compliance with the agreements of the Initial Purchaser in
Section 3 hereof, it is not necessary in connection with the offer, sale
and delivery of the Preferred Securities to the Initial Purchaser, or in
connection with the initial resale of the Preferred Securities by the
Initial Purchaser in accordance with this Agreement, to register the
Preferred Securities under the Securities Act or to qualify the Indenture,
the Guarantee or the Trust Agreement under the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act").
(vi) The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware with
the power and authority to own, lease and operate its properties, to
conduct its business and to execute, deliver and perform its obligations
under each of the Operative Documents. Each subsidiary of the Company that
is listed on Schedule A hereto (such subsidiaries collectively called the
"Material Subsidiaries") is a corporation or national banking association
duly incorporated or organized, validly existing and in good standing under
the laws of its jurisdiction of incorporation or organization with power
and authority to own, lease and operate its properties and conduct its
business as described in the Offering Memorandum.
(vii) The Issuer has been duly formed and is validly existing
in good standing as a business trust under the Delaware Act with the power
and authority to own property and to conduct its business as described in
the Offering Memorandum.
<PAGE>
5
(viii) The Company and the Material Subsidiaries are duly
qualified in or licensed to transact business by, and are in good standing
in, each jurisdiction in which they own or lease real property, maintain an
office or conduct their respective businesses and in which the failure,
individually or in the aggregate with all other failures, to be so licensed
or qualified or to be in good standing would reasonably be expected to have
a material adverse effect on the financial condition, properties, assets,
business, results of operations or prospects of the Company and its
subsidiaries taken as a whole (a "Material Adverse Effect").
(ix) All of the outstanding shares of capital stock of the
Company have been duly authorized and validly issued and are fully paid and
nonassessable. All of the outstanding shares of capital stock of each
Material Subsidiary have been duly authorized and validly issued and are
fully paid and nonassessable and are owned, directly or indirectly, by the
Company free and clear of any pledge, lien, security interest, charge,
claim, equity or encumbrance of any kind.
(x) The Company had, at the date indicated in the Offering
Memorandum, a duly authorized, issued and outstanding capitalization as set
forth in the Offering Memorandum under the caption "Capitalization".
(xi) This Agreement has been duly authorized, executed and
delivered by each of the Company and the Issuer and is a legal, valid and
binding agreement of each of the Company and the Issuer enforceable in
accordance with its terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or similar laws of general applicability relating to or
affecting creditors' rights and general equitable principles (the
"Enforceability Exceptions") and except to the extent that the
indemnification provisions of Section 7 hereof may be limited by federal or
state securities laws and public policy considerations in respect thereof.
(xii) The Registration Rights Agreement has been duly
authorized by each of the Company and the Issuer and, at the Closing Time,
will have been executed and delivered by each of the Issuer and the Company
and upon such execution by each of the Issuer and the Company (assuming the
due authorization, execution and delivery thereof by the other parties
thereto) the Registration Rights Agreement will constitute a valid and
legally binding obligation of each of the Issuer and the Company
enforceable against each of the Issuer and the Company in accordance with
the terms thereof, except as enforcement thereof may be limited by the
Enforceability Exceptions, and except as any rights to indemnity may be
limited by federal and state securities laws and public policy
considerations, and will conform in all
<PAGE>
6
material respects to all statements relating thereto in the Offering
Memorandum.
(xiii) The Trust Agreement has been duly authorized by the
Company and, at the Closing Time, will have been executed and delivered by
the Company and the Administrative Trustees (as defined in the Trust
Agreement), and assuming the due authorization, execution and delivery of
the Trust Agreement by the Delaware Trustee and the Property Trustee (each
as defined in the Trust Agreement), the Trust Agreement will, at the
Closing Time, constitute a valid and legally binding obligation of the
Company, enforceable against the Company in accordance with its terms,
except as enforcement thereof may be limited by the Enforceability
Exceptions, and will conform in all material respects to all statements
relating thereto in the Offering Memorandum.
(xiv) The Guarantee Agreement has been duly authorized by the
Company and when executed and delivered by the Company, and assuming due
authorization, execution and delivery thereof by The Bank of New York, not
in its individual capacity but solely as trustee, will constitute a valid
and legally binding obligation of the Company enforceable against the
Company in accordance with its terms, except as enforcement thereof may be
limited by the Enforceability Exceptions, and will conform in all material
respects to all statements relating thereto in the Offering Memorandum.
(xv) The Expense Agreement has been duly authorized by the
Company and when executed and delivered by the Company, and assuming due
authorization, execution and delivery thereof by the Issuer, will
constitute a valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as
enforcement thereof may be limited by the Enforceability Exceptions, and
will conform in all material respects to all statements relating thereto in
the Offering Memorandum.
(xvi) The Preferred Securities have been duly authorized by
the Issuer and, when executed and authenticated in the manner provided for
in the Trust Agreement and issued and delivered pursuant to this Agreement
against payment of the consideration set forth herein, will be validly
issued and (subject to the terms of the Trust Agreement) fully paid and
nonassessable undivided beneficial interests in the assets of the Issuer,
will be entitled to the benefits of the Trust Agreement (and to the extent
set forth therein the Indenture) and will conform in all material respects
to all statements relating thereto in the Offering Memorandum; the issuance
of the Preferred Securities is not subject to preemptive or other similar
rights; and holders of Preferred Securities will be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit incorporated under the General Corporation Law of
the State of Delaware.
<PAGE>
7
(xvii) The Common Securities have been duly authorized by the
Issuer and, when executed, issued and delivered by the Issuer to the
Company against payment therefor as described in the Offering Memorandum,
will be validly issued and (subject to the terms of the Trust Agreement)
fully paid and nonassessable undivided beneficial interests in the assets
of the Issuer, will be entitled to the benefits of the Trust Agreement and
will conform in all material respects to the description thereof in the
Offering Memorandum; the issuance of the Common Securities is not subject
to preemptive or other similar rights; and at the Closing Time, all of the
issued and outstanding Common Securities of the Issuer will be directly
owned by the Company free and clear of any security interest, mortgage,
pledge, lien, encumbrance, claim or equity.
(xviii) The Indenture has been duly authorized by the Company
and when executed and delivered by the Company, and assuming due
authorization, execution and delivery thereof by the Indenture Trustee,
will constitute a legal, 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 Enforceability Exceptions, and
will conform in all material respects to all statements relating thereto in
the Offering Memorandum.
(xix) The Debentures have been duly authorized by the Company
and, when executed, authenticated, issued and delivered in the manner
provided for in the Indenture, will constitute valid and legally binding
obligations of the Company entitled to the benefits of the Indenture and
enforceable against the Company in accordance with their terms, except as
enforcement thereof may be limited by the Enforceability Exceptions, and
will conform in all material respects to all statements relating thereto in
the Offering Memorandum.
(xx) Except as disclosed in the Offering Memorandum, upon
payment by the Issuer of the purchase price therefor, the Property Trustee
will, on the Closing Date, have good and valid title to all such
Debentures, free from liens, encumbrances and defects that would materially
affect the value thereof or materially interfere with the use made or to be
made thereof by the Issuer.
(xxi) Arthur Andersen LLP ("Arthur Andersen"), who is
reporting upon the financial statements incorporated or deemed incorporated
by reference in the Offering Memorandum, are and were independent public
accountants as required by the Securities Act and the Rules and Regulations
during the periods covered by the financial statements which are
incorporated in the Offering Memorandum.
<PAGE>
8
(xxii) The consolidated financial statements of the Company
incorporated or deemed incorporated by reference in the Offering Memorandum
present fairly the consolidated financial position of the Company as of the
dates indicated and the consolidated results of operations and changes in
stockholders' equity of the Company and its subsidiaries for the periods
specified. The consolidated financial statements of the Company
incorporated or deemed incorporated by reference in the Offering Memorandum
have been prepared in all material respects in conformity with generally
accepted accounting principles ("GAAP") applied on a consistent basis
throughout the periods involved (except as indicated in the notes thereto),
and the supporting schedules, if any, incorporated or deemed incorporated
by reference in the Offering Memorandum present fairly in accordance with
GAAP the information required to be stated therein. The selected
consolidated financial data and the summary financial information of the
Company included in the Offering Memorandum present fairly the information
shown therein and have been compiled on a basis consistent with that of the
consolidated audited financial statements of the Company (to the extent so
indicated) incorporated or deemed incorporated by reference in the Offering
Memorandum.
(xxiii) Since the respective dates as of which information is
given in the Offering Memorandum, except as may be otherwise stated
therein, there has not been (A) any material adverse change in the
financial condition, properties, assets, business, results of operations or
prospects of the Company and its subsidiaries taken as a whole, (B) any
transaction entered into by the Company or any of its subsidiaries, or into
which the Company or any of its subsidiaries intends to enter, which is
material to the Company and its subsidiaries taken as a whole, or (C) any
obligation, contingent or otherwise incurred, directly or indirectly, by
the Company or any of its subsidiaries which is material to the Company and
its subsidiaries taken as a whole.
(xxiv) None of the Company, any Material Subsidiary or the
Issuer (A) is in breach of, or in default in (nor has any event occurred
which with notice, lapse of time, or both, would constitute a breach of, or
default in) the performance or observance of any obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, deed
of trust, bank loan or credit 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 (collectively, the "Agreements and
Instruments"), except for any such breaches or defaults which, individually
or in the aggregate with all other breaches or defaults, would not have a
Material Adverse Effect or have an adverse effect on the legality, validity
or enforceability of any of the Operative Documents or (B) is in breach of,
or in default under (nor has any event occurred which with notice, lapse of
time, or both would constitute a breach of, or default under) its
respective charter or
<PAGE>
9
by-laws. The execution, delivery and performance of this Agreement and the
Registration Rights Agreement by the Company and the Issuer, the issuance,
sale and delivery of the Preferred Securities and the Common Securities by
the Issuer, the issuance, sale and delivery of the Debentures by the
Company, the execution, delivery and performance by the Company of this
Agreement, the Trust Agreement, the Indenture, the Guarantee Agreement, the
Expense Agreement and the Registration Rights Agreement, the consummation
by the Company and the Issuer of the transactions contemplated hereby and
thereby, compliance by the Company and the Issuer with the terms of the
foregoing and the application of the proceeds from the sale of the
Preferred Securities as contemplated by the Offering Memorandum (A) have
been duly authorized by all necessary action on the part of the Company and
the Issuer, (B) do not and will not conflict with or result in any breach
of or constitute a default under (nor constitute any event which with
notice, lapse of time, or both would constitute a breach of, or default
under) any provision of the charter or by-laws of the Company or any
Material Subsidiary or any provision of the Trust Agreement, (C) do not and
will not conflict with or result in any breach of or constitute a default
under (nor constitute any event which with notice, lapse of time, or both
would constitute a breach of, or default under) any of the terms or
provisions of, or give rise to any right to accelerate the maturity or
require the prepayment of any indebtedness under, or result in the creation
or imposition of any lien, charge or encumbrance upon any property or
assets of the Company, any Material Subsidiary or the Issuer under any such
Agreement or Instrument (except, with respect to this clause (C), for such
conflicts, breaches, defaults, accelerations, prepayments or liens, charges
or encumbrances which, individually or in the aggregate with all other
conflicts, breaches, defaults, accelerations, prepayments or liens, charges
or encumbrances, would not have a Material Adverse Effect or have an
adverse effect on the legality, validity or enforceability if any of the
Operative Documents) and (D) do not and will not conflict with, or result
in any breach of or constitute a default under (nor constitute any event
which with notice, lapse of time, or both would constitute a breach of, or
default under), any federal, state, local or English law, regulation or
rule or any decree, judgment or order applicable to the Company, any
Material Subsidiary or the Issuer.
(xxv) No approval, authorization, consent or order of or
filing with any national, state or local governmental or regulatory
commission, board, body, authority or agency is required in connection with
the initial offering, issuance or sale of the Securities by the Issuer, and
the Guarantee and the Debentures by the Company, or is required for the
valid authorization, execution, delivery and performance by the Company and
the Issuer of their respective obligations under the Operative Documents or
the consummation by the Company and the Issuer of the transactions
contemplated therein, except for such authorizations as may be required by
the securities or "blue sky" laws of the various states in connection with
the offer and sale of the
<PAGE>
10
Securities or by the federal and state securities laws in connection with
the registration obligations under the Registration Rights Agreement.
(xxvi) Except as disclosed in the Offering Memorandum, 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 the Company, its subsidiaries
or the Issuer that, individually or in the aggregate with all other
actions, suits or proceedings, is reasonably expected by the Company to
materially and adversely affect the consummation of the transactions
contemplated by this Agreement. The aggregate of all pending legal or
governmental proceedings to which any of the Company, its subsidiaries and
the Issuer are a party that are not described in the Offering Memorandum,
including ordinary routine litigation incidental to the business of any of
the Company, its subsidiaries and the Issuer, as the case may be, is not
reasonably expected by the Company to have a Material Adverse Effect.
(xxvii) Neither the Issuer nor the Company is, or after giving
effect to the consummation of the transactions contemplated herein, will
be, and neither the Company nor the Issuer is directly or indirectly
controlled by, or acting on behalf of any person which is, an "investment
company" within the meaning of the Investment Company Act of 1940, as
amended (the "1940 Act").
(xxviii) The Preferred Securities have been designated PORTAL
eligible securities in accordance with the rules and regulations of the
National Association of Securities Dealers, Inc. ("NASD").
(xxix) Other than pursuant to this Agreement or as disclosed
in the Offering Memorandum under the caption "Plan of Distribution", there
are no contracts, agreements or understandings between either the Issuer or
the Company and any person that give rise to a valid claim against the
Issuer, the Company or any Initial Purchaser for a brokerage commission,
finder's fee or other like payment.
(xxx) Except as set forth in the Registration Rights
Agreement or as described in the Offering Memorandum, there are no
contracts, agreements or understandings between the Company and any person
granting such person the right to require the Company to file a
registration statement under the Securities Act with respect to any
securities of the Company owned or to be owned by such person or to require
the Company to include such securities in the securities to be covered by
the shelf registration statement referred to in the Registration Rights
Agreement.
<PAGE>
11
(xxxi) The Company and each of its Material Subsidiaries has
all necessary licenses, authorizations, consents and approvals and has made
all necessary filings required under any federal, state, local or foreign
law, regulation or rule, and has obtained all necessary authorizations,
consents and approvals from other persons, in order to conduct its
respective business, except where any failures to obtain any such licenses,
authorizations, consents or approvals, or to make any such filings, would
not, individually or in the aggregate with all other such failures,
reasonably be expected to have a Material Adverse Effect; neither the
Company nor any of its Material Subsidiaries is in violation of, or in
default under, any such license, authorization, consent or approval or any
federal, state, local or foreign law, regulation or rule or any decree,
order or judgment applicable to the Company or any of its Material
Subsidiaries the effect of which, individually or in the aggregate with all
other violations and defaults, would reasonably be expected to have a
Material Adverse Effect.
(xxxii) The Company is duly registered as a bank holding
company under the Bank Holding Company Act of 1956, as amended; the deposit
accounts of each of the Company's domestic bank subsidiaries are insured by
the Bank Insurance Fund of the Federal Deposit Insurance Corporation
("FDIC") to the fullest extent permitted by law and the rules and
regulations of the FDIC, and no proceedings for the termination of such
insurance are pending or, to the best of the Company's knowledge,
threatened; and neither the Company nor any of its Material Subsidiaries is
party to or otherwise the subject of any consent decree, memorandum of
understanding, written commitment or other written supervisory agreement
with the Board of Governors of the Federal Reserve System (the "Federal
Reserve"), the Office of the Comptroller of the Currency (the "OCC") or any
other federal or state authority or agency charged with the supervision or
insurance of depositary institutions or their holding companies.
Section 2. Sale and Delivery to the Initial Purchaser; Closing.
---------------------------------------------------
(a) On the basis of the representations and warranties herein contained, and
subject to the terms and conditions herein set forth, the Issuer agrees to sell
to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the
Issuer, at the purchase price of $1,000 per Preferred Security, an aggregate of
200,000 Preferred Securities.
(b) As compensation to the Initial Purchaser for its commitments
hereunder and in view of the fact that the proceeds of the sale of the Preferred
Securities and the Common Securities will be used to purchase the Debentures,
the Company hereby agrees to pay at the Closing Time to the Initial Purchaser a
commission of $15.00 per Preferred Security purchased by the Initial Purchaser
by wire transfer of immediately available funds to a bank account designated by
the Initial Purchaser.
<PAGE>
12
(c) Payment of the purchase price for, and delivery of
certificates for, the Preferred Securities shall be made at the offices of
Sullivan & Cromwell, 1701 Pennsylvania Avenue, N.W. Washington, D.C. 20006, at
10:00 A.M., New York City time, on March 12, 1997 or such later date and time
not more than two full business days thereafter as you, the Company and the
Issuer shall mutually determine (such date and time of payment and delivery
being herein called the "Closing Time"). Payment shall be made to the Issuer by
wire transfer of immediately available funds to a bank account designated by the
Issuer against delivery by or on behalf of the Issuer to the Initial Purchaser
of the Preferred Securities.
(d) Certificates for the Preferred Securities shall be in such
denominations and registered in such names as you may request in writing at
least two full business days before the Closing Time. The certificates for the
Preferred Securities will be made available in New York City for examination and
packaging by you not later than 10:00 A.M. on the business day immediately prior
to the Closing Time.
Section 3. Resale of the Securities. The Initial Purchaser
------------------------
represents and warrants to, and agrees with, the Issuer and the Company that:
(a) it is a "Qualified Institutional Buyer" as defined in Rule
144A of the Rules and Regulations (a "Qualified institutional Buyer") and an
"accredited investor" within the meaning of Rule 501(a) of Regulation D (an
"Accredited Investor");
(b) it has not offered or sold, and will not offer or sell, any
Preferred Securities (which for purposes of this Section 3 includes the
Guarantee, unless the context requires otherwise) except to persons whom it
reasonably believes to be Qualified Institutional Buyers; and
(c) it has not made and will not make offers or sales of the
Preferred Securities by means of any form of general solicitation or general
advertising (within the meaning of Regulation D) or in any manner involving a
public offering (within the meaning of Section 4(2) under the Securities Act)
prior to the effectiveness of a registration statement with respect to the
Securities.
Section 4. Certain Covenants of the Issuer and the Company. The
-----------------------------------------------
Issuer and the Company covenant with the Initial Purchaser as follows:
(a) The Issuer and the Company will promptly deliver to the
Initial Purchaser and counsel for the Initial Purchaser, without charge, as many
copies of the Offering Memorandum, any amendments or supplements thereto, the
documents incorporated or deemed incorporated by reference in the Offering
Memorandum and
<PAGE>
13
the Operative Documents as the Initial Purchaser and its counsel may reasonably
request.
(b) The Company and the Issuer will give the Initial Purchaser
timely notice of their intention to prepare any amendment or supplement to the
Offering Memorandum or to file with the Commission any document incorporated by
reference in the Offering Memorandum, will furnish the Initial Purchaser and
counsel to the Initial Purchaser with copies of any such amendment, supplement
or document and will obtain the consent of the Initial Purchaser to any such
amendment or supplement or to any such filing (which consent shall not be
unreasonably withheld or delayed).
(c) If at any time prior to completion of the distribution of
the Preferred Securities (which for purposes of this Section 4 includes the
Guarantee, unless the context otherwise requires) by the Initial Purchaser to
purchasers who are not its affiliates (as determined by you) any event shall
occur or condition exist as a result of which it is necessary, in the reasonable
opinion of the Initial Purchaser, counsel for the Initial Purchaser or counsel
for the Company, to amend or supplement the Offering Memorandum in order that
the Offering Memorandum, as then amended or supplemented, 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, in the light of the circumstances
existing at the time it is delivered to a purchaser, not misleading or if, in
the reasonable opinion of the Initial Purchaser, counsel to the Initial
Purchaser or counsel to the Company, such amendment or supplement is necessary
to comply with applicable law, the Issuer and the Company will, subject to
paragraph (b) of this Section 4, promptly prepare such amendment or supplement
as may be necessary to correct such untrue statement or omission or to effect
such compliance (in form and substance reasonably agreed upon by counsel to the
Initial Purchaser), so that as so amended or supplemented, the statements in the
Offering Memorandum 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,
in the light of the circumstances existing at the time it is delivered to a
purchaser, not misleading or so that such Offering Memorandum as so amended or
supplemented will comply with applicable law, as the case may be, and furnish to
the Initial Purchaser such number of copies of such amendment or supplement as
the Initial Purchaser may reasonably request. The Issuer and the Company agree
to notify the Initial Purchaser in writing to suspend use of the Offering
Memorandum as promptly as practicable after the occurrence of an event specified
in this paragraph (c), and the Initial Purchaser hereby agrees upon receipt of
such notice from the Issuer and the Company to suspend use of the Offering
Memorandum until the Issuer and the Company have amended or supplemented the
Offering Memorandum to correct such misstatement or omission or to effect such
compliance.
(d) Notwithstanding any provision of paragraph (b) or (e) of
this Section 4 to the contrary, however, the Issuer's and the Company's
obligations under
<PAGE>
14
paragraphs (b) and (c) of this Section 4 and the Initial Purchaser's obligations
under paragraph (c) of this Section 4 shall terminate on the earlier to occur of
(i) the effective date of a shelf registration statement with respect to the
Securities filed pursuant to the Registration Rights Agreement and (ii) the date
upon which the Initial Purchaser and its affiliates cease to hold Securities
acquired as part of their initial distribution, but in any event (in the case of
this clause (ii)) not later than one year from the Closing Time.
(e) Neither the Company, the Issuer nor any of their respective
affiliates (as defined in Rule 501(b) of Regulation D), nor any person acting on
behalf of the foregoing, will engage in any form of general solicitation or
general advertising (within the meaning of Regulation D) in connection with any
offer or sale of the Securities prior to the effectiveness of a registration
statement with respect to the Securities. No covenant is made hereby with
respect to the conduct of the Initial Purchaser or its affiliates (as such term
is defined in Rule 501(b) of Regulation D).
(f) Neither the Company nor any of its affiliates (as defined in
Rule 501(b) of Regulation D), including without limitation the Issuer, will,
directly or indirectly, make offers or sales of any security, or solicit offers
to buy any security, under circumstances that would require the registration of
the Securities under the Securities Act.
(g) So long as any of the Securities are "restricted securities"
within the meaning of Rule 144(a)(3) of the Rules and Regulations, the Company
will, during any period in which it is not subject to and in compliance with
Section 13 or 15(d) of the Exchange Act, provide to each holder of such
restricted securities and to each prospective purchaser (as designated by such
holder) of such restricted securities, upon the request of such holder or
prospective purchaser, any information required to be provided by Rule
144A(d)(4) of the Rules and Regulations. This covenant is intended to be for
the benefit of the holders, and the prospective purchasers designated by such
holders, from time to time of such restricted securities.
(h) Each Preferred Security (and each Debenture distributed to
holders of Preferred Securities pursuant to the terms of the Trust Agreement)
will bear a legend (and with respect to the Debentures a similar legend)
substantially in the following form until such legend shall no longer be
necessary or advisable because the Preferred Securities (and the Debentures) are
no longer subject to the restrictions on transfer described herein:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY AGREES FOR THE BENEFIT OF THE SERIES C ISSUER THAT THIS SECURITY MAY
NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE
<PAGE>
15
SECOND ANNIVERSARY OF THE LATER OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR
SECURITY HERETO) AND THE LAST DATE ON WHICH THE SERIES C ISSUER OR ANY AFFILIATE
OF THE SERIES C ISSUER WAS THE OWNER HEREOF (OR ANY PREDECESSOR OF THIS
SECURITY) OR (Y) THEREAFTER, BY ANY HOLDER THAT WAS AN AFFILIATE OF THE SERIES C
ISSUER AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER,
IN EITHER CASE OTHER THAN (1) TO THE SERIES C ISSUER OR ANY SUBSIDIARY THEREOF,
(2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A, PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE
CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF
APPLICABLE) UNDER THE SECURITIES ACT OR (4) PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER, BY
PURCHASING THIS SECURITY, IS DEEMED TO REPRESENT THAT IT (X) IS NOT ITSELF, AND
IS NOT ACQUIRING THE SECURITY WITH ASSETS OF, (i) AN "EMPLOYEE BENEFIT PLAN"
(WITHIN THE MEANING OF SECTION 3(3) OF ERISA), A "PLAN" (WITHIN THE MEANING OF
SECTION 4975(E)(I) OF THE INTERNAL REVENUE CODE), OR AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH AN
"EMPLOYEE BENEFIT PLAN" OR "PLAN" AND THE APPLICATION OF THE PLAN ASSET
REGULATION OR (ii) A "GOVERNMENTAL PLAN" (WITHIN THE MEANING OF SECTION 3(32) OF
ERISA) OR (Y) (i) IS ITSELF, OR IS ACQUIRING THIS SECURITY WITH ASSETS OF, AN
"INVESTMENT FUND" (WITHIN THE MEANING OF PART V(b) OF THE U.S. DEPARTMENT OF
LABOR PTE 84-14) MANAGED BY A "QUALIFIED PROFESSIONAL ASSET MANGER" (WITHIN THE
MEANING OF PART V(a) OF PTE 84-14) WHICH IS MADE OR PROPERLY AUTHORIZED THE
DECISION FOR SUCH FUND TO PURCHASE THE SECURITIES, UNDER CIRCUMSTANCES SUCH THAT
PTE 84-14 IS APPLICABLE TO THE PURCHASE AND HOLDING OF SUCH SECURITIES (II) IS
AN INSURANCE COMPANY POOLED SEPARATE ACCOUNT PURCHASING SECURITIES PURSUANT TO
PART I OF THE U.S. DEPARTMENT OF LABOR PTE 90-1 OR A BANK COLLECTIVE INVESTMENT
FUND PURCHASING PURSUANT TO PART I OF THE U.S. DEPARTMENT OF LABOR PTE 91-38,
AND IN EITHER CASE, NO "PLAN" OR "EMPLOYEE BENEFIT PLAN" NOT PURCHASING PURSUANT
TO PTE 84-14
<PAGE>
16
OWNS MORE THAN 10% OF THE ASSETS OF SUCH ACCOUNT OR COLLECTIVE FUND (WHEN
AGGREGATED WITH OTHER PLANS OF THE SAME EMPLOYER OR EMPLOYEE ORGANIZATION),
(III) IS AN INSURANCE COMPANY USING THE ASSETS OF THE GENERAL ASSET ACCOUNT OF
THE INSURANCE COMPANY TO PURCHASE THE SECURITIES PURSUANT TO PART I OF THE U.S.
DEPARTMENT OF LABOR PTE 95-60, IN WHICH CASE THE RESERVES AND LIABILITIES FOR
THE GENERAL ACCOUNT CONTRACTS HELD BY OR ON BEHALF OF ANY PLAN, TOGETHER WITH
ANY OTHER PLANS MAINTAINED BY THE SAME EMPLOYER OR EMPLOYEE ORGANIZATION, DO NOT
EXCEED 10% OF THE TOTAL RESERVE AND LIABILITIES OF THE INSURANCE COMPANY GENERAL
ACCOUNT (EXCLUSIVE OF SEPARATE ACCOUNT LIABILITIES), PLUS SURPLUS AS SET FORTH
IN THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS ANNUAL STATEMENT FILED
WITH THE STATE OF DOMICILE OF THE INSURER OR (IV) IS A PLAN ACQUIRING THE SERIES
C PREFERRED SECURITY WITH ASSETS OVER WHICH AN IN-HOUSE ASSET MANAGER (WITHIN
THE MEANING OF PART IV(A) OF PTE 96-23) HAS DISCRETIONARY AUTHORITY, UNDER
CIRCUMSTANCES SUCH THAT PTE 96-23 IS APPLICABLE TO THE PURCHASE AND HOLDING OF
SUCH SECURITIES. THE HOLDER HEREOF FURTHER AGREES FOR THE BENEFIT OF THE SERIES
C ISSUER THAT IT WILL NOTIFY ANY PURCHASER HEREOF OF THE RESALE RESTRICTIONS
REFERRED TO ABOVE. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS
AND AGREES FOR THE BENEFIT OF THE SERIES C ISSUER THAT IT IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A. THE SERIES C PREFERRED
SECURITIES WILL BE ISSUED, AND MAY BE TRANSFERRED, ONLY IN BLOCKS HAVING A
LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. ANY TRANSFER, SALE OR OTHER
DISPOSITION OF SERIES C PREFERRED SECURITIES IN A BLOCK HAVING A LIQUIDATION
AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
WHATSOEVER. ANY SUCH TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH
SERIES C PREFERRED SECURITIES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO THE
RECEIPT OF DISTRIBUTIONS ON SUCH SERIES C PREFERRED SECURITIES, AND SUCH
TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH SERIES C
PREFERRED SECURITIES."
(i) The Company will, or will cause the Issuer to, arrange for the
registration and qualification of the Preferred Securities for offering and sale
under the applicable securities or "blue sky" laws of such states and other U.S.
jurisdictions as the Initial Purchaser may reasonably designate in connection
with the resale of Preferred Securities as contemplated by this Agreement and
the Offering Memorandum and will continue such qualifications in effect for as
long as may be reasonably required to complete the distribution of the Preferred
Securities; provided
--------
<PAGE>
17
that the Company shall not be required to (i) qualify as a foreign corporation,
(ii) consent to the service of process under the laws of any such state (except
service of process with respect to the offering and sale of the Preferred
Securities), (iii) subject itself to taxation in any such jurisdiction or (iv)
make any change to its certificate of incorporation or by-laws in connection
with such qualification. The Company shall, or shall cause the Issuer to,
promptly advise the Initial Purchaser of the receipt by the Company or the
Issuer, as the case may be, of any notification with respect to the suspension
of the qualification or exemption from qualification of the Preferred Securities
for offering or sale in any jurisdiction or the institution of any proceeding
for such purpose.
(j) The Issuer will use the proceeds received from the sale of the
Preferred Securities and the Company will use the proceeds received from the
issue and sale of the Debentures in the manner specified in the Offering
Memorandum under the caption "Use of Proceeds".
(k) Neither the Issuer nor the Company shall, directly or indirectly,
for a period commencing on the date hereof and ending on the earlier of (1) the
completion of the distribution of the Preferred Securities (as notified by the
Initial Purchaser) and (2) 30th day after the Closing Time, except with the
prior written consent of the Initial Purchaser, offer to sell, pledge, sell,
grant any option, warrant or other right to purchase, or otherwise transfer or
dispose of (or agree to do any of the foregoing) (a) any trust certificates or
other securities of the Issuer, (b) any preferred stock or any other security of
the Company that is substantially similar to the Preferred Securities or (c) any
other securities which are convertible into, or exercisable or exchangeable for,
any of the securities described in (a) and (b) above. The foregoing sentence
shall not apply to (i) the issuance of the Common Securities to the Company by
the Issuer, (ii) the issuance of the Preferred Securities being sold hereunder
and the sale thereof pursuant hereto or (iii) the issuance of the Debentures to
the Issuer by the Company.
(l) The Company agrees that no future offer and sale of securities of
the Company of any class will be made if, as a result of the doctrine of
"integration" referred to in Rule 502 of Regulation D, such offer and sale could
reasonably have been expected, at the time of such sale, based upon public laws,
Commission releases and Commission no-action letters, to render invalid the
exemption from the registration requirements of the Securities Act relied upon
in connection with the transactions contemplated by this Agreement.
(m) In connection with the original distribution of the Preferred
Securities, the Company agrees that, prior to any offer or resale of the
Preferred Securities by the Initial Purchaser, the Initial Purchaser and counsel
for the Initial Purchaser shall have the right to make, and promptly receive
from the Company adequate information with respect to, reasonable inquiries into
the business of the Company and its subsidiaries.
<PAGE>
18
Section 5. Payment of Expenses. The Company will pay all costs and
-------------------
expenses incident to the performance of the obligations under this Agreement of
the Company and the Issuer, including (a) the preparation and printing of the
Offering Memorandum (including financial statements, exhibits and documents
incorporated by reference therein) and any amendments or supplements thereto,
and the cost of delivery thereto to the Initial Purchaser, (b) the preparation,
issuance, printing and distribution of the Preferred Securities and any survey
of state securities or "blue sky" laws or legal investment memoranda ("Blue Sky
Survey"), (c) the delivery of the Preferred Securities to the Initial Purchaser,
including any stock transfer taxes payable upon the sale of the Preferred
Securities to the Initial Purchaser, (d) the fees and disbursements of the
Company's and the Issuer's counsel and accountants, (e) the qualification of the
Preferred Securities under the applicable state securities or "blue sky" laws in
accordance with Section 4(i) hereof, including all filing fees and reasonable
fees and disbursements of counsel for the Initial Purchaser in connection
therewith and in connection with the Blue Sky Survey, (f) any filing fees in
connection with any filing for review of the offering with the NASD, (g) any
fees charged by rating agencies for rating the Preferred Securities, (h) the
fees and expenses of the Indenture Trustee, the Property Trustee, the Guarantee
Trustee and the Delaware Trustee, including the reasonable fees and
disbursements of counsel for such trustees, (i) all listing fees and reasonable
expenses in connection with the application for designation of the Preferred
Securities as PORTAL-eligible securities and (j) the cost of qualifying the
Preferred Securities with The Depository Trust Company; provided, however, that
-------- -------
it is understood that the Company will not be responsible for payment of the
Initial Purchaser's legal counsel fees and expenses, except as provided in
subsection (e) above and under the circumstances set forth in the last paragraph
of this section, and shall not be responsible for the travel and lodging
expenses related to the road show, except that the Company will pay the travel
and lodging expenses of its own employees.
If the sale of the Preferred Securities provided for herein is not
consummated because this Agreement is terminated pursuant to Section 8 hereof or
because any condition to the obligations of the Initial Purchaser set forth in
Section 6 hereof is not satisfied, other than by reason of a default by the
Initial Purchaser in payment for the Preferred Securities at the Closing Time,
the Company shall reimburse the Initial Purchaser promptly upon demand for all
reasonable out-of-pocket expenses (including reasonable fees and disbursements
of counsel to the Initial Purchaser) that shall have been incurred by the
Initial Purchaser in connection with the proposed purchase and sale of the
Preferred Securities.
Section 6. Conditions of Initial Purchaser's Obligation. The
--------------------------------------------
obligations of the Initial Purchaser to purchase and pay for the Preferred
Securities pursuant to this Agreement are subject to the following conditions:
(a) The Company shall furnish to the Initial Purchaser at the Closing
Time an opinion of Sullivan & Cromwell, special counsel for the
<PAGE>
19
Company, addressed to the Initial Purchaser and dated the day of the
Closing Time and in form reasonably satisfactory to Simpson Thacher &
Bartlett, counsel for the Initial Purchaser, to the effect that:
(i) Each of this Agreement and the Registration Rights
Agreement has been duly authorized, executed and delivered by the Company.
(ii) Each of the Trust Agreement, the Guarantee Agreement and
the Expense Agreement has been duly authorized, executed and delivered by
the Company, and each of the Guarantee Agreement and the Expense Agreement
constitutes a legal, valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles.
(iii) The Indenture has been duly authorized, executed and
delivered by the Company and, when duly authorized, executed and delivered
by the Indenture Trustee will constitute a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.
(iv) The Debentures have been duly authorized, executed, issued
and delivered by the Company and, when the Debentures have been duly
authenticated by the Indenture Trustee and paid for by the Issuer, will
constitute legal, valid and binding obligations of the Company, entitled to
the benefits of the Indenture and enforceable against the Company in
accordance with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles.
(v) The statements set forth in the Offering Memorandum or any
amendment or supplement thereto under the captions "Description of the
Series C Preferred Securities", "Description of the Series C Subordinated
Debentures", "Description of the Series C Guarantee", "Relationship Among
the Series C Preferred Securities, the Series C Subordinated Debentures,
the Expense Agreement and the Series C Guarantee" and "ERISA
Considerations" insofar as they purport to describe the provisions of the
law and documents referred to therein are accurate, complete and fair.
(vi) Assuming the accuracy of the representations and
warranties and compliance with the agreements of the Initial Purchaser in
Section 3 hereof, the offer, sale and delivery of the Preferred Securities
to the Initial
<PAGE>
20
Purchaser in the manner contemplated by this Agreement and the Offering
Memorandum and the initial resale of the Preferred Securities by the
Initial Purchaser in the manner contemplated in the Offering Memorandum and
this Agreement do not require registration under the Securities Act, and,
on or before the date hereof, none of the Indenture, the Trust Agreement or
the Guarantee Agreement is required to be qualified under the Trust
Indenture Act, it being understood that such counsel need express no
opinion as to any subsequent resale of any Preferred Securities.
(vii) Neither the Trust nor the Company is required to be
registered as an "investment company" under the 1940 Act.
(viii) The execution and delivery by the Company of, and the
performance by the Company under, this Agreement, the Trust Agreement, the
Indenture, the Guarantee, the Expense Agreement and the Registration Rights
Agreement, the consummation by the Company of the transactions contemplated
hereby and thereby, the filing of the certificate of trust of the Issuer
with the Secretary of State of the State of Delaware, compliance by the
Company with the terms of the foregoing and the application of the proceeds
from the sale of the Preferred Securities as contemplated by the Offering
Memorandum do not and will not (A) violate the charter or by-laws of the
Company or any Material Subsidiary or (B) violate any federal law of the
United States or law of the State of New York applicable to the Company or
its Material Subsidiaries or the General Corporation Law of the State of
Delaware; provided that, insofar as the performance by the Company of its
--------
obligations under the Indenture and the Debentures is concerned, such
counsel need express no opinion as to bankruptcy, insolvency,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights.
In addition, such counsel shall state that, as special counsel
for the Company, they reviewed the Offering Memorandum and the documents
incorporated or deemed incorporated by reference therein (the "Exchange Act
Documents"), participated in the preparation of the Offering Memorandum and
in discussions with the Initial Purchaser and representatives of the
Company and its independent public accountants and advised the Company as
to the requirements of the Securities Act and the applicable rules and
regulations thereunder. Such counsel shall also state that they reviewed
certificates of certain officers of the Company, the opinion of the
Company's General Counsel and the letter from the Company's independent
accountants. Such counsel shall state that nothing that came to their
attention that has caused them to believe that any part of the Offering
Memorandum (including the Exchange Act Documents) contained any untrue
statement of a material fact or omitted to state any material fact
necessary in order to make the
<PAGE>
21
statements therein, in the light of the circumstances under which they were
made, not misleading.
Such counsel may also state that the limitations inherent in the
independent verification of factual matters are such, however, that they do
not assume any responsibility for the accuracy, completeness or fairness of
the statements contained in the Offering Memorandum or any amendment or
supplement thereto, except for those made under the caption "Description of
the Series C Preferred Securities", Description of the Series C
Subordinated Debentures", "Description of the Series C Guarantee",
"Relationship Among the Series C Preferred Securities, the Series C
Subordinated Debentures, the Expense Agreement and the Series C Guarantee"
and "ERISA Considerations", and any comparable provisions in any amendment
or supplement to the Offering Memorandum insofar as they relate to
provisions of documents therein described. Also, such counsel may state
that they do not express any opinion or belief as to the financial
statement and schedules or other financial and statistical data contained
in the Offering Memorandum.
The foregoing opinion of such counsel may be limited to the federal
laws of the United States and the laws of the State of New York and of the
State of Delaware, and may state that such counsel express no opinion as to
the effect of the laws of any other jurisdiction.
Such counsel may rely as to certain matters on information obtained
from public officials, officers of the Company and other sources believed
by such counsel to be responsible, and shall assume that the Indenture has
been duly authorized, executed and delivered by the Trustee, that the
Trustee's certificates of authentication of the Debentures have been duly
manually signed by one of the Trustee's authorized officers, and that the
signatures on all documents examined by such counsel are genuine,
assumptions which they will not have independently verified.
Such counsel may state that their opinion is delivered to the Initial
Purchaser by them as special counsel for the Company and is solely for the
Initial Purchaser's benefit.
(b) The Company shall furnish to the Initial Purchaser at the Closing
Time an opinion of Ms. Linda Madrid, Esq., Managing Director of Legal
Affairs for the Company, addressed to the Initial Purchaser and dated the
day of the Closing Time and in form reasonably satisfactory to Simpson
Thacher & Bartlett, counsel for the Initial Purchaser, to the effect that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
<PAGE>
22
Delaware, with full corporate power and authority to own its properties and
conduct its business as described in the Offering Memorandum.
(ii) Riggs Bank N.A. is a national banking association duly
organized under the laws of the United States, holds a valid certificate of
authority from the OCC and is authorized to do business as a national
banking association under the laws of the United States, and has all
corporate power and authority to own its properties and conduct its
business as presently conducted, except where the failure to have such
corporate power and authority would not, individually or in the aggregate
with all other failures, have a Material Adverse Effect.
(iii) The Company and Riggs Bank N.A. are duly qualified or
licensed and in good standing as a foreign corporation in each jurisdiction
in which the ownership or leasing of its properties or character of its
operations makes such qualification necessary, except where failure to
obtain such qualification, license or good standing would not, individually
or in the aggregate with all other failures, have a Material Adverse
Effect.
(iv) All of the issued shares of capital stock of the Company
have been duly and validly authorized and issued, are fully paid and non-
assessable and were not issued in violation of the preemptive rights of any
other stockholder of the Company; and all of the issued and outstanding
shares of capital stock of each of the Company's Material Subsidiaries are
owned of record by the Company or one or more of its subsidiaries, and all
shares of such capital stock are duly and validly issued, fully paid and
non-assessable (except to the extent provided in 12 U.S.C. (S) 55 or any
comparable provision of state law).
(v) The Company has an authorized capitalization as set forth
in the Offering Memorandum.
(vi) No approval, authorization, consent or order of or filing
with any federal or District of Columbia governmental or regulatory
commission, board, body, authority or agency is required in connection with
the offering, issuance or sale of the Guarantee and the Debentures by the
Company or is required for the valid authorization, execution, delivery and
performance by the Company of the Operative Documents or the consummation
by the Company of the transactions contemplated therein, other than (i)
prior written notice to the Federal Reserve, which notice has been duly
given and (ii) such authorizations as may be required by the securities or
"blue sky" laws of the various states in connection with the offer and sale
of the Guarantee and the Debentures or by the federal and state securities
laws in connection with the registration obligations under the Registration
Rights Agreement.
<PAGE>
23
(vii) The execution and delivery by the Company of, and the
performance by the Company under, this Agreement, the Trust Agreement, the
Indenture, the Debentures, the Guarantee, the Expense Agreement and the
Registration Rights Agreement, the consummation by the Company of the
transactions contemplated hereby and thereby, the filing of the certificate
of trust of the Issuer with the Secretary of State of the State of
Delaware, compliance by the Company with the terms of the foregoing and the
application of the proceeds from the sale of the Preferred Securities as
contemplated by the Offering Memorandum do not and will not (A) conflict
with, or result in any breach of, or constitute a default under (nor
constitute any event which with notice, lapse of time, or both would
constitute a breach of or default under), (1) any provision of any
Agreement or Instrument known to such counsel to which the Company or any
of its subsidiaries is a party or by which any of them or their respective
properties may be bound or affected, except any such breaches or defaults
as would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect or (2) any federal or District of Columbia
law, regulation or rule or the General Corporation Law of the State of
Delaware or any decree, judgment or order of any federal or state
governmental authority known to such counsel applicable to the Company or
any of its Material Subsidiaries; (B) to the best of such counsel's
knowledge result in, or require the creation or imposition of, any material
lien upon or with respect to any of the properties now owned or hereafter
acquired by the Company or any of its Material Subsidiaries.
(viii) To the best of such counsel's knowledge, neither the
Company nor any of its Material Subsidiaries is in breach of, or in default
under (nor has any event occurred which with notice, lapse of time, or both
would constitute a breach of, or default under), (A) any Agreement or
Instrument to which the Company or any of its subsidiaries is a party or by
which any of them or their respective properties may be bound or affected
or (B) any law, regulation or rule or any decree, judgment or order
applicable to the Company or any of its subsidiaries, except any such
breaches or defaults of a type referred to in (A) or (B) above which would
not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect or a material adverse effect on the ability of the
Company to consummate the transactions contemplated by this Agreement, the
Trust Agreement, the Indenture, the Debentures, the Guarantee, the Expense
Agreement and the Registration Rights Agreement.
(ix) To the best of such counsel's knowledge, there are no
actions, suits or proceedings pending or threatened against the Company or
any of its subsidiaries or any of their respective properties, at law or in
equity or before or by any court, governmental authority or administrative
or regulatory authority which are likely to have a Material Adverse Effect.
<PAGE>
24
(x) The Company is duly registered as a bank holding company
under the Bank Holding Company Act of 1956, as amended; the deposit
accounts of each of the Company's domestic bank subsidiaries are insured by
the Bank Insurance Fund of the FDIC to the fullest extent permitted by law
and the rules and regulations of the FDIC, and no proceedings for the
termination of such insurance are pending or, to the best of such counsel's
knowledge, threatened; and neither the Company nor any of its Material
Subsidiaries is party to or otherwise the subject of any consent decree,
memorandum of understanding, or written agreement as defined in the
Financial Institutions Reform, Recovery and Enforcement Act of 1989 (12
U.S.C. 1818(e)(1)(A)(i)), nor to the best of such counsel's knowledge is
the Company or any of its Material Subsidiaries a party to any written
agreement with the Bank of England.
In addition, such counsel shall state that, as Managing Director of
Legal Affairs of the Company, she reviewed the Offering Memorandum,
participated in the preparation of the Offering Memorandum and the Exchange
Act Documents and in discussions with the Initial Purchaser and
representatives of the Company, its outside counsel and its independent
public accountants and advised the Company as to the requirements of the
Securities Act and the applicable rules and regulations thereunder. Such
counsel shall also state that she reviewed certificates of certain officers
of the Company and the letter from the Company's independent accountants.
Such counsel shall state that nothing that came to her attention that has
caused her to believe that any part of the Offering Memorandum (including
the Exchange Act Documents) contained any untrue statement of a material
fact or omitted to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
Such counsel may also state that the limitations inherent in the
independent verification of factual matters are such, however, that she
does not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in Offering Memorandum or any
amendment or supplement thereto, except for those made under the caption
"The Corporation" in the Offering Memorandum, and any comparable provisions
in any amendment or supplement to the Offering Memorandum insofar as they
relate to provisions of documents or legal matters therein described.
Also, such counsel may state that she does not express any opinion or
belief as to the financial statements and schedules or other financial and
statistical data contained in the Offering Memorandum.
Such counsel may rely as to certain matters on information obtained
from public officials, officers of the Company and other sources believed
by such counsel to be responsible, and shall assume that the Indenture has
been duly authorized, executed and delivered by the Trustee, that the
Trustee's
<PAGE>
25
certificates of authentication of the Debentures have been duly manually
signed by one of the Trustee's authorized officers, and that the signatures
on all documents examined by such counsel are genuine, assumptions which he
will not have independently verified.
The foregoing opinion of such counsel may be limited to the federal
laws of the United States, the laws of the District of Columbia and the
General Corporation Law of the State of Delaware, and may state that such
counsel expresses no opinion as to the effect of the laws of any other
jurisdiction.
Such counsel may state that his opinion is delivered to the Initial
Purchaser as Managing Director of Legal Affairs of the Company and is
solely for the Initial Purchaser's benefit.
Such opinion shall be to such further effect with respect to other
legal matters relating to this Agreement and the Securities as counsel for
the Initial Purchaser may reasonably request. In giving such opinion, such
counsel may rely, as to all matters governed by the laws of the State of
Delaware, on the opinion delivered pursuant to Section 6(f) hereof by
Richards, Layton & Finger, P.A. In addition, in giving such opinion, such
counsel may 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 its subsidiaries, certificates of trustees of
the Issuer and certificates of public officials, provided that such
--------
certificates have been delivered to the Initial Purchaser.
(c) At the Closing Time, you shall have received a signed opinion of
Richards, Layton & Finger, P.A. counsel to the Delaware Trustee, dated as of the
Closing Time, addressed to the Initial Purchaser, in form and substance
reasonably satisfactory to Simpson Thacher & Bartlett, to the effect that:
(i) The Bank of New York (Delaware), a Delaware banking
corporation, has been duly incorporated and is validly existing in good
standing as a banking corporation under the laws of the State of Delaware
and has the corporate power to act as Trustee of a Delaware business trust
under the laws of the State of Delaware, 12 Del. (S) 3801 et seq.
---- -- ---
(d) At the Closing Time, you shall have received a signed opinion of
Emmet, Marvin & Martin LLP, counsel to The Bank of New York, dated as of the
Closing Time, addressed to the Initial Purchaser, in form and substance
reasonably satisfactory to Simpson Thacher & Bartlett, to the effect that:
(i) The Trustee is a banking corporation duly incorporated and
validly existing under the laws of the State of New York.
<PAGE>
26
(ii) The execution, delivery and performance by The Bank of New
York, as property trustee (the "Property Trustee") of the Trust Agreement,
the execution, delivery and performance by The Bank of New York, as
Guarantee Trustee, of the Guarantee Agreement and the execution, delivery
and performance by The Bank of New York, as the Indenture Trustee, of the
Indenture have been duly authorized by all necessary corporate action on
the part of the Property Trustee, the Guarantee Trustee and the Indenture
Trustee, respectively. The Trust Agreement, the Guarantee Agreement and
the Indenture have been duly executed and delivered by the Property
Trustee, the Guarantee Trustee and the Indenture Trustee, respectively, and
constitute the legal, valid and binding obligations of the Property
Trustee, the Guarantee Trustee and the Indenture Trustee, respectively,
enforceable against the Property Trustee, the Guarantee Trustee and the
Indenture Trustee, respectively, in accordance with their terms, except as
enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation, receivership or similar laws
relating to the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
(iii) The execution, delivery and performance of the Trust
Agreement, the Guarantee Agreement and the Indenture by the Property
Trustee, the Guarantee Trustee and the Indenture Trustee, respectively, do
not conflict with or constitute a breach of the applicable organizational
documents or by-laws of the Property Trustee, the Guarantee Trustee or the
Indenture Trustee, respectively, or the terms of any indenture or other
agreement or instrument known to such counsel and to which the Property
Trustee, the Guarantee Trustee or the Indenture Trustee, respectively, is a
party or is bound or any judgment, order or decree known to such counsel to
be applicable to the Property Trustee, the Guarantee Trustee or the
Indenture Trustee, respectively, of any court, regulatory body,
administrative agency, governmental body or arbitrator having jurisdiction
over the Property Trustee, the Guarantee Trustee or the Indenture Trustee,
respectively.
(iv) No consent, approval or authorization of, or registration
with or notice to, any federal or New York State banking authority is
required for the execution, delivery or performance by the Property
Trustee, the Guarantee Trustee or the Indenture Trustee of the Trust
Agreement, the Guarantee Agreement or the Indenture, respectively.
Such opinion shall be to such further effect with respect to other
legal matters relating to this Agreement and the Securities as counsel for the
Initial Purchaser may reasonably request. 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 Delaware, the law of the State of New York and the federal
law of the United States,
<PAGE>
27
upon the opinions of counsel satisfactory to counsel for the Initial Purchaser.
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 its subsidiaries, certificates of trustees of the
Issuer and certificates of public officials; provided that such certificates
--------
have been delivered to the Initial Purchasers.
(e) At the Closing Time, you shall have received a signed opinion of
Sullivan & Cromwell, special United States tax counsel to the Company and the
Issuer, dated as of the Closing Time, addressed to the Initial Purchaser, in
form and substance reasonably satisfactory to counsel for the Initial Purchaser,
to the effect that:
(i) Subject to the qualifications set forth therein, the statements
made in the Offering Memorandum under the caption "Certain United States
Federal Income Tax Consequences" fairly present in all material respects
the principal United States federal income tax consequences of an
investment in the Preferred Securities.
(f) At the Closing Time, you shall have received a signed opinion of
Richards, Layton & Finger, P.A., special counsel to the Initial Purchaser and
special counsel to the Issuer, dated as of the Closing Time, in form and
substance reasonably satisfactory to counsel for the Initial Purchaser, to the
effect set forth below.
(i) The Issuer has been duly created and is validly existing
in good standing as a business trust under the Delaware Act, and all
filings required under the laws of the State of Delaware with respect to
the creation and valid existence of the Issuer as a business trust have
been made.
(ii) Under the Delaware Act and the Trust Agreement, the Issuer
has the trust power and authority to own its property and conduct its
business, all as described in the Offering Memorandum.
(iii) The Trust Agreement constitutes a valid and binding
obligation of the Company and the Trustees, and is enforceable against the
Company and the Trustees in accordance with its terms, subject, as to
enforcement, to the effect upon the Trust Agreement of (i) bankruptcy,
insolvency, moratorium, receivership, reorganization, liquidation,
fraudulent transfer and other similar laws relating to the rights and
remedies of creditors generally, (ii) principles of equity, including
applicable law relating to fiduciary duties (regardless of whether
considered and applied in a proceeding in equity or at law), and (iii) the
effect of applicable public policy on the enforceability of provisions
relating to indemnification or contribution.
<PAGE>
28
(iv) Under the Delaware Act and the Trust Agreement, the Issuer
has the trust power and authority (i) to execute and deliver, and to
perform its obligations under, this Agreement and the Registration Rights
Agreement and (ii) to issue and perform its obligations under the Preferred
Securities and the Common Securities.
(v) Under the Delaware Act and the Trust Agreement, the
execution and delivery by the Issuer of this Agreement and the Registration
Rights Agreement, and the performance by the Issuer of its obligations
hereunder and thereunder, have been duly authorized by all necessary trust
action on the part of the Issuer.
(vi) The Preferred Securities have been duly authorized by the
Trust Agreement and are duly and validly issued and, subject to the
qualifications set forth herein, fully paid and nonassessable undivided
beneficial interests in the assets of the Issuer and are entitled to the
benefits of the Trust Agreement. The holders of the Preferred Securities,
as beneficial owners of the Trust, will be entitled to the same limitation
of personal liability extended to stockholders of private corporations for
profit organized under the General Corporation Law of the State of
Delaware. Such counsel may note that the holders of Preferred Securities
may be obligated, pursuant to the Trust Agreement, (i) to provide indemnity
and/or security in connection with and pay taxes or governmental charges
arising from transfers or exchanges of certificates for Preferred
Securities and the issuance of replacement certificates for Preferred
Securities, and (ii) to provide security or indemnity in connection with
requests of or directions to the Property Trustee to exercise its rights
and powers under the Trust Agreement.
(vii) Under the Delaware Act and the Trust Agreement, the
issuance of the Preferred Securities is not subject to preemptive rights.
(viii) The issuance and sale by the Issuer of the Preferred
Securities, the execution, delivery and performance by the Issuer of this
Agreement and the Registration Rights Agreement, the consummation by the
Issuer of the transactions contemplated hereby and thereby and compliance
by the Issuer with its obligations hereunder and thereunder, and the
performance by the Company, as sponsor, of its obligations under the Trust
Agreement (A) do not violate (i) any of the provisions of the certificate
of trust of the Issuer or the Trust Agreement or (ii) any applicable
Delaware law or administrative regulation (except that such counsel need
express no opinion with respect to the securities laws of the State of
Delaware) and (B) do not require any consent, approval, license,
authorization or validation of, or filing or registration with, any
Delaware legislative, administrative or regulatory body under the laws or
administrative regulations of the State of Delaware (except
<PAGE>
29
that such counsel need express no opinion with respect to the securities
laws of the state of Delaware).
(ix) Assuming that the Issuer derives no income from or in
connection with sources within the State of Delaware and has no assets,
activities (other than maintaining the Delaware Trustee and the filing of
documents with the Secretary of State of the State of Delaware) or
employees in the State of Delaware, the holders of the Preferred Securities
(other than those holders of Preferred Securities who reside or are
domiciled in the State of Delaware) will have no liability for income taxes
imposed by the State of Delaware solely as a result of their participation
in the Issuer, and the Issuer will not be liable for any income tax imposed
by the State of Delaware.
Such opinion shall be to such further effect with respect to other legal
matters relating to this Agreement and the Securities as counsel for the Initial
Purchaser may reasonably request. In giving such opinion, such counsel may
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
its subsidiaries, certificates of trustees of the Issuer and certificates of
public officials; provided that such certificates have been delivered to the
--------
Initial Purchaser.
(g) At the Closing Time, you shall have received the favorable
opinion of Simpson Thacher & Bartlett, counsel for the Initial Purchaser, dated
as of the Closing Time, addressed to the Initial Purchaser, to the effect that
the opinions delivered pursuant to Sections 6(a), 6(b), 6(c), 6(d) 6(e) and 6(f)
appear on their face to be appropriately responsive to the requirements of this
Agreement, and with respect to the Securities, this Agreement and such other
related matters as you may reasonably 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, the federal law of the United States and
the General Corporation Law of the State of Delaware, upon the opinions of
counsel satisfactory to you. Such counsel may also state that they have relied,
to the extent they deem proper, upon certificates of officers of the Company and
certificates of public officials.
(h) At the Closing Time, (i) the Offering Memorandum, as it may then
be amended or supplemented, shall not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, (ii) except as may be disclosed in the Offering
Memorandum, there shall not have been, since the respective dates as of which
information is given in the Offering Memorandum, any material adverse change in
the financial condition, properties, assets, business, results of operations or
prospects of the Company and its subsidiaries and the Issuer taken as a whole,
(iii) each of the Company and the Issuer shall have complied in all material
respects with all agreements and satisfied in all material respects all
conditions on its part to be performed or satisfied at or prior to the Closing
Time and (iv) the representations and warranties of the Company and the
<PAGE>
30
Issuer set forth in Section 1(a) shall be accurate in all material respects as
though expressly made at and as of the Closing Time. At the Closing Time, you
shall have received a certificate of (x) the Chief Executive Officer or an
Executive Vice President of the Company and (y) the Vice President-Finance of
the Company, dated as of the Closing Time, to such effect. At the Closing Time,
you shall also have received a certificate signed by an Administrative Trustee,
dated as of the Closing Time, to such effect.
(i) At the time that this Agreement is executed by the Company, you
shall have received from Arthur Andersen a letter, dated such date, in form and
substance reasonably satisfactory to you confirming that they are independent
public accountants with respect to the Company within the meaning of the
Securities Act and the applicable published rules and regulations thereunder,
and otherwise satisfactory to you.
(j) At the Closing Time, you shall have received from Arthur Andersen
a letter, in form and substance reasonably satisfactory to you and dated as of
the Closing Time, to the effect that they reaffirm the statements made in the
letters furnished pursuant to Section 6(i) hereof, except that the specified
date referred to shall be a date not more than five days prior to the Closing
Time.
(k) At the Closing Time, counsel for the Initial Purchaser shall have
been furnished with all such documents, certificates and opinions as they may
reasonably request for the purpose of enabling them to pass upon the issuance
and sale of the Securities as contemplated in this Agreement and in order to
evidence the accuracy and completeness of any of representations, warranties or
statements of the Company and the Issuer, the performance of any of the
covenants of the Company and the Issuer, or the fulfillment of any of the
conditions herein contained; and all proceedings by the Company and the Issuer
at or prior to the Closing Time in connection with the authorization, issuance
and the of the Securities as contemplated in this Agreement shall be reasonably
satisfactory in form and substance to you and to counsel for the Initial
Purchaser.
(l) At the Closing Time, the Issuer and the Company shall have
executed and delivered the Registration Rights Agreement, and the Registration
Rights Agreement shall be in full force and effect.
(m) At the Closing Time, there shall not be any pending or threatened
legal or governmental proceedings against the Company or the Issuer with respect
to any of the transactions contemplated in this Agreement.
(n) The Preferred Securities shall have been approved by the NASD as
being eligible for trading in the PORTAL market.
<PAGE>
31
If any of the conditions specified in this Section 6 shall not have
been fulfilled when and as required by this Agreement, this Agreement may be
terminated by you on notice to the Company and the Issuer at any time at or
prior to the Closing Time, and such termination shall be without liability of
any party to any other party, except as provided in Section 5 hereof.
Notwithstanding any such termination, the provisions of Section 7 hereof shall
remain in effect. The Initial Purchaser may in its sole discretion waive
compliance with any conditions to its obligations hereunder.
Section 7. Indemnification
---------------
(a) The Company and the Issuer, jointly and severally (solely from
the assets of the Issuer), agree to indemnify, defend and hold harmless the
Initial Purchaser, and any person who controls the Initial Purchaser within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and
against any loss, expense, liability or claim (including the reasonable cost of
investigation) which, jointly or severally, the Initial Purchaser or controlling
person may incur arising out of or is based upon any untrue statement or alleged
untrue statement of a material fact contained in the Offering Memorandum (or any
amendment or supplement thereto or any Exchange Act Document) or, arises out of
or is based upon any omission or alleged omission to state a material fact
necessary to make the statements made in such Offering Memorandum (or any
amendment or supplement thereto or any Exchange Act Document) not misleading,
except insofar as any such loss, expense, liability or claim arises out of or is
based upon any untrue statement or alleged untrue statement of a material fact
contained in and in conformity with information furnished in writing by or on
behalf of the Initial Purchaser to the Company expressly for use with reference
to the Initial Purchaser in such Offering Memorandum (or any amendment or
supplement thereto) or arises out of or is based upon any omission or alleged
omission to state a material fact in connection with such information necessary
to make such information not misleading. For purposes of the last proviso to
the immediately preceding sentence, the term "Offering Memorandum" shall not be
deemed to include the documents incorporated therein by reference, and the
Initial Purchaser shall not be obligated to send or give any supplement or
amendment to any document incorporated by reference in the Offering Memorandum
to any person.
If any action is brought against the Initial Purchaser or controlling
person in respect of which indemnity may be sought against the Company or the
Issuer pursuant to the foregoing paragraph, the Initial Purchaser shall promptly
notify the Company in writing of the institution of such action and the Company
shall assume the defense of such action, including the employment of counsel and
payment of expenses. The Initial Purchaser or controlling person shall have the
right to employ its or their own counsel in any such case, but the fees and
expenses of such counsel shall be at the expense of the Initial Purchaser or
such controlling person unless the employment of such counsel shall have been
authorized in writing by the Company
<PAGE>
32
in connection with the defense of such action or the Company shall not have
employed counsel to have charge of the defense of such action or such
indemnified party or parties shall have reasonably concluded that there may be
defenses available to it or them which are different from or additional to those
available to the Company (in which case the Company shall not have the right to
direct the defense of such action on behalf of the indemnified party or
parties), in any of which events such fees and expenses shall be borne by the
Company and paid as incurred (it being understood, however, that the Company
shall not be liable for the expenses of more than one separate counsel in any
one action or series of related actions in the same jurisdiction representing
the indemnified parties who are parties to such action). Anything in this
paragraph to the contrary notwithstanding, the Company shall not be liable for
any settlement of any such claim or action effected without its written consent.
(b) The Initial Purchaser agrees to indemnify, defend and hold
harmless the Company and the Issuer, their respective directors and officers and
any person who controls the Company within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act from and against any loss, expense, liability
or claim (including the reasonable cost of investigation) which, jointly or
severally, the Company or any such person arises out of or is based upon any
untrue statement or alleged untrue statement of a material fact contained in and
in conformity with information furnished in writing by or on behalf of the
Initial Purchaser to the Company expressly for use with reference to the Initial
Purchaser in the Offering Memorandum (or in the Offering Memorandum as amended
or supplemented), or arises out of or is based upon any omission or alleged
omission to state a material fact in connection with such information necessary
to make such information not misleading.
If any action is brought against the Company, the Issuer or any such
person in respect of which indemnity may be sought against the Initial Purchaser
pursuant to the foregoing paragraph, the Company, the Issuer or such person
shall promptly notify the Initial Purchaser in writing of the institution of
such action and the Initial Purchaser shall assume the defense of such action,
including the employ ment of counsel and payment of expenses. The Company, the
Issuer or such person shall have the right to employ its own counsel in any such
case, but the fees and expenses of such counsel shall be at the expense of the
Company, the Issuer or such person unless the employment of such counsel shall
have been authorized in writing by the Initial Purchaser in connection with the
defense of such action or the Initial Purchaser shall not have employed counsel
to have charge of the defense of such action or such indemnified party or
parties shall have reasonably concluded that there may be defenses available to
it or them which are different from or additional to those available to the
Initial Purchaser (in which case the Initial Purchaser shall not have the right
to direct the defense of such action on behalf of the indemnified party or
parties), in any of which events such fees and expenses shall be borne by the
Initial Purchaser and paid as incurred (it being understood, however, that the
Initial
<PAGE>
33
Purchaser shall not be liable for the expenses of more than one separate counsel
in any one action or series of related actions in the same jurisdiction
representing the indemnified parties who are parties to such action). Anything
in this paragraph to the contrary notwithstanding, the Initial Purchaser shall
not be liable for any settlement of any such claim or action affected without
the written consent of the Initial Purchaser.
(c) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under subsections (a) and (b) of this
Section 7 in respect of any losses, expenses, liabilities or claims referred to
therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, expenses, liabilities or claims
(i) in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Issuer on the one hand and the Initial Purchaser
on the other hand from the offering of the Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company and the Issuer
on the one hand and of the Initial Purchaser on the other in connection with the
statements or omissions which resulted in such losses, expenses, liabilities or
claims, as well as any other relevant equitable considerations. The relative
benefits received by the Company and the Issuer on the one hand and the Initial
Purchaser on the other shall be deemed to be in the same proportion as the total
proceeds from the offering of the Securities (net of underwriting discounts and
commissions but before deducting expenses) received by the Company and the
Issuer bear to the underwriting discounts and commissions received by the
Initial Purchaser. The relative fault of the Company and the Issuer on the one
hand and of the Initial Purchaser on the other shall be determined by reference
to, among other things, whether the untrue statement or alleged untrue statement
of a material fact or omission or alleged omission relates to information
supplied by the Company, the Issuer or by the Inial Purchasers and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The amount paid or payable by a party as a
result of the losses, claims, damages and liabilities referred to above shall be
deemed to include any legal or other fees or expenses reasonably incurred by
such party in connection with investigating or defending any claim or action.
(d) The Company, the Issuer and the Initial Purchaser agree that it
would not be just and equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in subsection
(c) above. Notwithstanding the provisions of this Section 7, the Initial
Purchaser shall not be required to contribute any amount in excess of the amount
by which the total price at which the Securities distributed by it exceeds the
amount of any damages which the Initial Purchaser has otherwise been required to
pay by reason of such untrue or
<PAGE>
34
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Initial Purchaser's
obligations to contribute pursuant to this Section 7 are several in proportion
to their respective underwriting commitments and not joint.
(e) The indemnity and contribution agreements contained in this
Section 7, and the covenants, warranties and representations of the Company and
the Issuer contained in this Agreement, shall remain in full force and effect
regardless of any investigation made by or on behalf of the Initial Purchaser,
or any person who controls the Initial Purchaser within the meaning of Section
15 of the Act or Section 20 of the Exchange Act, or by or on behalf of the
Company, its directors and officers or any person who controls the Company
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act,
and shall survive any termination of this Agreement or the issuance and delivery
of the Securities. The Company and the Initial Purchaser agree promptly to
notify the others of the commencement of any litigation or proceeding against it
and, in the case of the Company, against any of the Company's officers and
directors, in connection with the issuance and sale of the Securities, or in
connection with the Offering Memorandum.
Section 8. Termination of Agreement. The obligations of the Initial
------------------------
Purchaser hereunder shall be subject to termination in the absolute discretion
of the Initial Purchaser if, at any time prior to the time of purchase, trading
in securities on the New York Stock Exchange shall have been suspended or
minimum prices shall have been established on the New York Stock Exchange, or if
a banking moratorium shall have been declared either by the United States or New
York State authorities, or if the United States shall have declared war in
accordance with its constitutional processes or there shall have occurred any
material outbreak or escalation of hostili ties or other national or
international calamity or crisis of such magnitude in its effect on the
financial markets of the United States as, in the reasonable judgment of the
Initial Purchaser, to make it impracticable to market the Securities.
If the Initial Purchaser elects to terminate this agreement as
provided in this Section 8, the Company shall be notified promptly in writing
delivered by facsimile or telegram.
If the sale to the Initial Purchaser of the Securities, as
contemplated by this Agreement, is not carried out by the Initial Purchaser for
any reason permitted under this Agreement or if such sale is not carried out
because the Company shall be unable to comply with any of the terms of this
Agreement, the Company shall not be under any obligation or liability hereunder
or thereunder (except to the extent provided in Sections 5 and 7 hereof), and
the Initial Purchaser shall be under no obligation or liability to the Company
under this Agreement (except to the extent provided in Section 7 hereof) or to
one another hereunder.
<PAGE>
35
This Agreement may also terminate pursuant to the provisions of
Section 6 with the effect stated in such Section.
Section 9. Notices. All notices and other communications under the
-------
Agreement shall be in writing and shall be deemed to have been duly given, upon
receipt, if delivered, mailed or transmitted by any standard form of
telecommunication. Notices to the Initial Purchaser shall be directed to
Dillon, Read, 535 Madison Avenue
New York, New York 10022 (telecopier no.: (212) 593-0164), attention of Aaron C.
Hill, with a copy to Simpson Thacher & Bartlett, 425 Lexington Avenue, New York,
New York 10017 (telecopier no.: (212) 455-2502), attention of Lee Meyerson,
Esq.; and notices to the Company shall be directed to Riggs National
Corporation, 800 17th Street, NW, Washington, D.C., 20074 (telecopier no.: (202)
835-5346), attention of Linda A. Madrid, Senior Vice President and Managing
Director of Legal Affairs, with a copy to Sullivan & Cromwell, 1701
Pennsylvania Avenue, Washington, D.C. (telecopier no.: (202) 293-6330),
attention: Robert H. Craft, Jr.
Section 10. Parties. This Agreement is made solely for the benefit
-------
of the Initial Purchaser, the Company and the Issuer and, to the extent
expressed, any person who controls the Company, the Issuer or the Initial
Purchaser within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, and the directors of the Company and the Issuer, their
officers, employees and trustees, and their respective executors,
administrators, successors and assigns and 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 the Initial
Purchaser of the Securities.
Section 11. Governing Law and Time. This Agreement shall be governed
----------------------
by the laws of the State of New York, without giving effect to the provisions
thereof relating to conflicts of law. Specified times of the day refer to New
York City time.
Section 12. 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.
<PAGE>
36
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 among the Company, the Issuer and the
Initial Purchaser in accordance with its terms.
Very truly yours,
RIGGS CAPITAL II
By Riggs National Corporation,
as Depositor
By /s/ Linda A. Madrid
----------------------------------
Name: Linda A. Madrid
Title: Senior Vice President
RIGGS NATIONAL CORPORATION
By /s/ Linda A. Madrid
----------------------------------
Name: Linda A. Madrid
Title: Senior Vice President
Confirmed and accepted as of
the date first above written:
DILLON, READ & CO. INC.
By /s/ Aaron C. Hill
-----------------------------------
Name: Aaron C. Hill
Title: Senior Vice President
<PAGE>
SCHEDULE A
Material Subsidiaries
---------------------
Riggs Bank N.A.
Riggs Bank Europe
<PAGE>
PAGE 1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
_______________________________
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "RIGGS NATIONAL CORPORATION", FILED IN THIS OFFICE ON THE
TWENTY-SEVENTH DAY OF OCTOBER, A.D. 1980, AT 10 O'CLOCK A.M.
[SECRETARY OFFICE SEAL] /s/ Edward J. Freel
--------------------------------------
Edward J. Freel, Secretary of State
0901688 8100 AUTHENTICATION: 8359004
971072177 DATE: 03-05-97
<PAGE>
CERTIFICATE OF INCORPORATION
OF
RIGGS NATIONAL CORPORATION
FIRST: The name of the Corporation is:
RIGGS NATIONAL CORPORATION
SECOND: The address of its registered office in the State of Delaware is
No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or
promoted by the Corporation is:
(a) To act as a holding company and to acquire and own shares and other
interests in, and securities of, other corporations, associations, partnerships
or individuals; and as such shareholder or as owner of such other interests and
securities, to exercise all rights incident thereto.
(b) To acquire by purchase, subscription, contract or otherwise, and to
receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage,
pledge or otherwise dispose of or deal in and with any of the shares of the
capital stock, or any voting trust certificates in respect of the shares of the
capital stock, scrip, warrants, rights, bonds, debentures, notes, trust
receipts, and other securities, obligations, choses in action and evidences of
indebtedness or interest issued or created by any corporations, joint stock
companies, syndicates, associations, firms, trusts or persons, public or
private, or by the government of the United States of America, or by any foreign
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
<PAGE>
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things to execute
consents and vote thereon, and to do any and all acts necessary or advisable for
the preservation, protection, improvement and enhancement in value thereof.
(c) To acquire, and pay for in cash, stock or bonds of this Corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.
(d) To borrow or raise monies for any of the purposes of the Corporation
and, from time to time without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the Corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the Corporation for its corporate
purposes.
(e) To purchase, receive, lease, or otherwise acquire, own, hold, improve,
employ, use and otherwise deal in and with real or personal property, or any
interest therein, wherever situated, and to sell, convey, lease, exchange,
transfer or otherwise dispose of, or mortgage or pledge, all or any of the
Corporation's property and assets, or any interest therein, wherever situated.
(f) To engage in any lawful act or activity for which Corporations may be
organized under the General Corporation Law of Delaware.
<PAGE>
(g) In general, to possess and exercise all the powers and privileges
granted by the General Corporation Law of Delaware or by any other law of
Delaware or by this Certificate of Incorporation together with any powers
incidental thereto, so far as such powers and privileges are necessary or
convenient to the conduct, promotion or attainment of the business or purposes
of the Corporation.
Fourth: The total number of shares of stock which the Corporation shall
have authority to issue is Five Million (5,000,000) shares of Common Stock, of
the par value of Five Dollars ($5.00) each, amounting in the aggregate to
Twenty-five Million Dollars ($25,000,000).
FIFTH: The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
F.Elwood Davis 800 17th Street, N.W.
Washington, D. C. 20006
Fred M.Vinson, Jr. 800 17th Street, N.W.
Washington, D. C. 20006
John E. Boice, Jr. 800 17th Street, N.W.
Washington, D. C. 20006
SIXTH: The number of directors of the Corporation shall be fixed by, or
in the manner provided in, the By-laws and may be increased or decreased from
time to time as therein provided, but the number thereof shall not be less than
five.
SEVENTH: The powers of the incorporators shall terminate upon the filing
of this Certificate of Incorporation, and the names and mailing addresses of
the persons to serve as initial directors until the first annual meeting of
stockholders or until their successors are elected and qualify are:
Names of Directors Mailing Addresses
------------------ -----------------
Vincent C. Burke, Jr. 1503 Pennsyslvania Avenue, N.W.
Washington, D. C. 20074
Daniel J. Callahan. III 1503 Pennsyslvania Avenue, N.W.
Washington, D. C. 20074
<PAGE>
Francis J. Lyons 1503 Pennsylvania Avenue, N.W.
Washington, D.C. 20074
James D. M. McComas 1503 Pennsylvania Avenue, N.W.
Washington, D.C. 20074
William G. Tull 1503 Pennsylvania Avenue, N.W.
Washington, D.C. 20074
George O. Vass, Jr. 1503 Pennsylvania Avenue, N.W.
Washington, D.C. 20074
EIGHTH: The following provisions are adopted for the management of
the business and for the conduct of the affairs of the Corporation, and for
creating, defining, limiting and regulating the powers of the Corporation, the
directors, and the stockholders:
(a) The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever.
(b) The directors shall have power to adopt By-laws, and, from
time to time, to amend or repeal any By-law.
(c) The Directors may from time to time declare such dividends
as they shall deem advisable and proper, subject to such restrictions as may be
imposed by law, and pay the same to the stockholders at such times as they shall
fix.
(d) The Board of Directors shall have power to issue bonds,
debentures, or other obligations, either nonconvertible or convertible into the
Corporation's stock, upon such terms, in such manner and under such conditions
in conformity with law, as may be fixed by the Board of Directors prior to the
issue of such bonds, debentures or other obligations.
(e) The stockholders and directors shall have power to hold
their meetings and keep the books, documents and papers of the Corporation
outside of the state of Delaware, at
<PAGE>
such places as may be from time to time designated by the By-laws or by
resolution of the stockholders or directors, except as otherwise required by the
laws of Delaware.
(f) It is the intention that the objects, purposes and powers
specified in Article THIRD hereof shall, except where otherwise specified in
said Article, be nowise limited or restricted by reference to or inference from
the terms of any other article or paragraph in this Certificate of
Incorporation, but that the objects, purposes and powers specified in Article
THIRD and in each of the clauses or paragraphs of this charter shall be regarded
as independent objects, purposes and powers.
NINTH: No holder of any class of stock of the Corporation, whether now or
hereafter authorized, shall have any preemptive right, as such holder, to
purchase or subscribe for any stock of any class of the Corporation, whether now
or hereafter authorized, or to purchase or subscribe for any security or
obligation convertible into or exchangeable for or evidencing the right to
purchase stock of any class, which the Corporation may at times issue, but all
stock of any class and all securities or obligations of the Corporation whether
or not convertible, exchangeable or evidencing the right to purchase as
aforesaid, may be issued and disposed of by the Board of Directors on such terms
and for such consideration, so far as may be permitted by law, and to such
person or persons, as the Board of Directors in its absolute discretion may deem
advisable.
TENTH: At all meetings of stockholders held for the election of directors
or for any other corporate purpose, each holder of capital stock of the
Corporation, whether now or hereafter authorized; shall be entitled to one vote,
in person or by proxy, for each share of stock held by him. Cumulative
<PAGE>
voting for the election of directors shall not be permitted. Shares of its own
capital stock belonging to the Corporation or belonging to another corporation,
a majority of the voting stock of which is held directly or indirectly by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Nothing in this Article TENTH shall be construed as limiting the right
of any corporation to vote stock, including but not limited to its own stock,
held by it in a fiduciary capacity.
ELEVENTH: The Corporation shall indemnify its officers, directors,
employees, and agents and former officers, directors, employees and agents, and
any person serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorney's fees), judgments,
fines, and amounts paid in settlement in connection with any pending or
threatened action, suit or proceeding, whether civil, criminal, administrative
or investigative, with respect to which such officer, director, employee, agent
or other person is a party, or is threatened to be made a party, to the full
extent authorized or permitted by the General Corporation Law of the State of
Delaware. The indemnification provided herein shall not be deemed exclusive of
any other rights to which any person seeking indemnification may be entitled
under any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity, while holding any such office, and shall inure to the benefit
of the heirs, executors and administrators of any such person. The Corporation
shall have the power to purchaser and maintain
<PAGE>
insurance on behalf of any persons enumerated above against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of the Article
ELEVENTH.
TWELFTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statue, and all rights conferred upon
stockholders herein are granted subject to this reservation.
THIRTEENTH: The Corporation is to have perpetual existence.
We, the undersigned, being all of the incorporators hereinbefore named, for
the purpose of forming a corporation under the laws of the State of Delaware, do
make, file and record this Certificate, and do certify that the facts herein
stated are true; and we have accordingly hereunto set our respective hands and
seals.
Dated at Washington, D.C.
October 23, 1980
/s/ F. Elwood Davis(SEAL)
----------------------------
F. Elwood Davis
/s/ Fred M. Vinson(SEAL)
----------------------------
Fred M. Vinson, Jr.
/s/ John E. Boice, Jr.(SEAL)
----------------------------
John E. Boice, Jr.
<PAGE>
DISTRICT OF COLUMBIA) SS:
Be it remembered, That on this 23rd day of October personally appeared
---- -------
before me, HARRIET MORGAN, a Notary Public, F. ELWOOD DAVIS, FRED M. VINSON,
JR., and JOHN E. BOICE, JR., parties to the foregoing Certificate of
Incorporation, known to me personally to be such, and I having first made known
to them and each of them the contents of said certificate, they did each
severally acknowledge that they signed, sealed and delivered the same as their
voluntary act and deed, and each deposed that the facts therein stated were
truly set forth.
Given under my hand and seal of office the day and year aforesaid.
/s/ Harriet Morgan
--------------------------
Notary Public,
My Commission Expires November 30, 1982
<PAGE>
================================================================================
RIGGS NATIONAL CORPORATION
BY-LAWS
As Adopted January 7, 1981
With Amendments through April 10, 1996
================================================================================
<PAGE>
- --------------------------------------------------------------------------------
BY-LAWS OF
RIGGS NATIONAL CORPORATION
As Adopted January 7, 1981
(With Amendments through April 10, 1996)
TABLE OF CONTENTS
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<S> <C>
Article I--OFFICES
Section 1.1 Registered Office............................ 1
Section 1.2 Other Offices................................ 1
Article II--THE STOCKHOLDERS
Section 2.1 Place of Meetings............................ 2
Section 2.2 Annual Meeting............................... 2
Section 2.3 Special Meetings............................. 2
Section 2.4 Notice of Meetings........................... 2
Section 2.5 Voting Lists................................. 3
Section 2.6 Quorum....................................... 3
Section 2.7 Manner of Acting............................. 3
Section 2.8 Voting....................................... 4
Section 2.9 Inspectors of Election....................... 4
Article III--THE DIRECTORS
Section 3.1 General Powers............................... 5
Section 3.2 Number, Tenure and Qualifications............ 5
Section 3.3 Resignation, Filling Vacancies............... 6
Section 3.4 Place of Meetings............................ 6
Section 3.5 Annual Meeting............................... 6
Section 3.6 Notice of Meetings........................... 6
Section 3.7 Quorum....................................... 7
Section 3.8 Action Without a Meeting..................... 7
Section 3.9 Conference Call Meetings..................... 7
Section 3.10 Compensation of Directors.................... 7
Section 3.11 Removal of Directors......................... 8
Section 3.12 Committees of the Board...................... 8
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<S> <C>
Article IV--THE EXECUTIVE COMMITTEE
Section 4.1 Appointment, Tenure and Quorum.............. 9
Section 4.2 Powers of the Executive Committee........... 9
Section 4.3 Place and Time of Meetings.................. 9
Section 4.4 Minutes of Proceedings...................... 10
Article V--THE OFFICERS
Section 5.1 Number and Qualifications................... 11
Section 5.2 Term of Office.............................. 11
Section 5.3 Compensation................................ 11
Section 5.4 The Chairman of the Board................... 12
Section 5.5 The Senior Chairman and Vice Chairman....... 12
Section 5.6 The President............................... 12
Section 5.7 Executive Vice-Presidents................... 12
Section 5.8 Vice-Presidents............................. 12
Section 5.9 The Treasurer............................... 13
Section 5.10 Assistant Treasurer......................... 13
Section 5.11 The Secretary............................... 13
Section 5.12 Assistant Secretary......................... 14
Section 5.13 The Comptroller............................. 14
Section 5.14 Assistant Comptroller....................... 14
Article VI--NOTICES
Section 6.1 Manner of Giving............................ 15
Section 6.2 Waiver of Notice............................ 15
Article VII--CERTIFICATES OF STOCK
Section 7.1 Stock Certificates.......................... 16
Section 7.2 Facsimile Signatures........................ 16
Section 7.3 Designations, Preferences,
Participating and Optional Rights...... 16
Section 7.4 Lost Certificates........................... 17
Section 7.5 Transfer of Stock........................... 17
Section 7.6 Registered Stockholders..................... 17
Article VIII--FIXING RECORD DATE
Section 8.1 Record Date................................. 18
Article IX--INSPECTION OF BOOKS AND RECORDS
Section 9.1 Right and Conditions of Inspection.......... 19
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ii
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Page
<S> <C>
Article X--CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 10.1 Contracts............................................ 20
Section 10.2 Loans................................................ 20
Section 10.3 Checks, Drafts, etc.................................. 20
Section 10.4 Deposits............................................. 20
Section 10.5 Voting Stock and Other Corporations.................. 20
Article XI--FISCAL YEAR
Section 11.1 Fiscal Year.......................................... 21
Article XII--SEAL
Section 12.1 Seal................................................. 21
Article XIII--AMENDMENTS
Section 13.1 Amendments........................................... 21
Article XIV--ADVANCEMENT OF EXPENSES
SECTION 14.1 Advancement of Expenses.............................. 22
</TABLE>
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<PAGE>
iii
RIGGS NATIONAL CORPORATION
*****
B Y-L A W S
Adopted January 7, 1981
(With Amendments through April 10, 1996)
ARTICLE I
OFFICES
Section 1.1 Registered Office. The registered office of the Corporation
-----------------
shall be in the City of Wilmington, County of New Castle, State of Delaware.
Section 1.2 Other Offices. The Corporation may also have offices at such
-------------
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
<PAGE>
ARTICLE II
THE STOCKHOLDERS
Section 2.1 Place of Meetings. All meetings of the stockholders of the
-----------------
Corporation for the election of directors or for any other purpose shall be held
in the City of Washington, District of Columbia, at such place as may be fixed
from time to time by the Board of Directors, or at such other place either
within or without the State of Delaware as shall be designated from time to time
by the Board of Directors and stated in the notice of the meeting.
Section 2.2 Annual Meeting. The Annual Meeting of the stockholders shall be
--------------
held on the first business day in May of each year at 9:30 a.m., or at such
other date and time before the 30th day thereafter as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting,
for the election of directors and for the transaction of such other business as
may properly come before the meeting.
Section 2.3 Special Meetings. Special meetings of the stockholders, may be
----------------
called at any time by the Board of Directors, or the Chairman of the Board, and
shall be called upon the request in writing of the holders of at least one-fifth
of the shares of capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 2.4 Notice of Meetings. Written or printed notice stating the
------------------
place, date and hour of the meeting, and in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given to each
stockholder of record entitled to vote at such meeting not less than ten or more
than sixty days before the date of the meeting.
<PAGE>
Section 2.5 Voting Lists. The officer who has charge of the stock ledger
------------
of the Corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who
is present.
Section 2.6 Quorum. At all meetings of the stockholders the holders of a
------
majority of the stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represent any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 2.7 Manner of Acting. When a quorum is present at any meeting,
----------------
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question properly brought
before such meeting, unless the question is one upon which by express provision
of the statutes or of the Certificate of
<PAGE>
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question.
Section 2.8 Voting. Unless otherwise provided in the Certificate of
------
Incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote for each share of the capital stock having voting power
held by such stockholder. All elections of directors shall be by written ballot,
unless otherwise provided in the Certificate of Incorporation. Cumulative voting
for the election of directors shall not be permitted. Each stockholder entitled
to vote may authorize another person or persons to act for him by proxy, but no
such proxy shall be voted or acted upon after three years from its date, unless
the proxy provides for a longer period.
Section 2.9 Inspectors of Election. The Board of Directors shall appoint
----------------------
three or more inspectors of election, and three or more alternates, to serve at
any meeting of the stockholders at which a vote is to be taken, the inspectors
of election shall examine proxies, pass upon their regularity, receive the votes
and act as tellers, and perform any other duties which the chairman may require
of them at said meeting.
<PAGE>
ARTICLE III
THE DIRECTORS
Section 3.1 General Powers. The business of the Corporation shall be
--------------
managed by or under the direction of its Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these By-Laws
directed or required to be exercised or done by the stockholders.
Section 3.2 Number, Tenure and Qualifications. The number of directors
--------------------------------
which shall constitute the whole Board shall be not less than five nor more than
twenty-five. The initial Board shall consist of the six directors named in the
Certificate of Incorporation who shall serve until the first Annual Meeting of
the stockholders, unless earlier replaced. Thereafter, within the limits above
specified, the number of directors shall be fixed from time to time by
resolution of the Board of Directors. The directors shall be elected at the
Annual Meeting of the stockholders, except as provided in Section 3.3 of this
Article, and each director elected shall hold office until his successor is
elected and qualified or until his earlier resignation or removal. No reduction
in the number of directors shall have the effect of shortening the term of any
incumbent director, but any director affected thereby shall continue to hold
office until the next annual election. Each director shall, during the full term
of his directorship, own a minimum of $1,000 par value of stock of the
Corporation. No person shall be eligible to become a director after he has
attained age sixty-five; and, no person, who at the time he was first elected to
be a director was a principal officer or official of the organization with which
he is affiliated on a full-time basis, will be eligible to be re-elected after
he ceases to be a principal officer or official of such organization; provided,
however, that any person who was first elected or appointed to the Board at or
<PAGE>
prior to the April 15, 1987 meeting of stockholders shall be eligible to become
a director until he has attained the age of seventy-two; and provided further,
that the Chairman of the Board, at his discretion, may waive the foregoing age
or organization requirements. Notwithstanding the foregoing, there shall be no
age or organization requirements for the director serving as Chairman of the
Board.
Section 3.3 Resignation, Filling Vacancies. Any director may resign at any
------------------------------
time upon written notice to the Corporation. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, though less than a
quorum, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute.
Section 3.4 Place of Meetings. The Board of Directors of the Corporation
-----------------
may hold meetings, both regular and special, either within or without the State
of Delaware.
Section 3.5 Annual Meeting. The first meeting of each newly elected Board
--------------
of Directors shall be held immediately following the Annual Meeting of the
stockholders, for the purpose of electing officers and transaction of other
business and no notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a quorum shall be
present; or it may meet at such place and time as shall be fixed by the consent
in writing of all of the directors.
Section 3.6 Notice of Meetings. Regular meetings of the Board of Directors
------------------
may be held without notice at such time and at such place as shall from time to
time be determined by the Board. Special meetings of the Board may be called by
the Chairman of the Board, or by the President on two days' notice to each
director, either personally or by mail or by telegram; special meetings shall be
called by the Chairman of the Board or the Secretary in like manner and on like
notice on the written request of three directors.
<PAGE>
Section 3.7 Quorum. At all meetings of the Board a majority of the
------
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 3.8 Action Without a Meeting. Any action required or permitted to
------------------------
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.
Section 3.9 Conference Call Meetings. Members of the Board of Directors,
------------------------
or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or any committee, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.
Section 3.10 Compensation of Directors. The Board of Directors shall have
-------------------------
the authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated retainer or both as director. No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
<PAGE>
Section 3.11 Removal of Directors. Unless otherwise restricted by the
--------------------
Certificate of Incorporation or by law, any director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of directors.
Section 3.12 Committees of the Board. The Board of Directors may, by
-----------------------
resolution passed by a majority of the whole board, designate an Executive
Committee and one or more other committees and prescribe their powers and
authority. Each committee shall consist of one or more directors of the
Corporation as fixed by resolution of the Board. The Board may designate one or
more alternate members of any committee who may replace any absent or
disqualified member at any meeting of the committee.
<PAGE>
ARTICLE IV
THE EXECUTIVE COMMITTEE
Section 4.1 Appointment, Tenure and Quorum. The Board of Directors shall
------------------------------
appoint the Chairman of the Executive Committee who shall preside at all
meetings of the Committee. The Chairman of the Board of Directors shall, with
the advice, consent and approval of the Board, appoint the other members of the
Executive Committee. The Chairman of the Board, the Senior Chairman, if any, the
Vice Chairmen, if any, and the President shall be ex-officio members of the
Executive Committee. The members of the Executive Committee shall serve at the
pleasure of the Board of Directors. A majority of the members of the Executive
Committee shall constitute a quorum for the transaction of business.
Section 4.2 Powers of the Executive Committee. During the intervals between
---------------------------------
meetings of the Board of Directors, the Executive Committee shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation; except that the
Executive Committee shall not have the power or authority to amend the
Certificate of Incorporation, adopt an agreement of merger or consolidation,
recommend to the stockholders the sale, lease, or exchange of all or
substantially all of the Corporation's property and assets, recommend to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amend the By-Laws of the Corporation, or declare a dividend, or authorize the
issuance of stock, or take any other corporate action which under the General
Corporation Law of Delaware is specifically required to be taken by the Board of
Directors.
Section 4.3 Place and Time of Meetings. Meetings of the Executive Committee
--------------------------
may be held at the office of the Corporation, or elsewhere, and at such time as
they may appoint,
<PAGE>
but the Executive Committee shall at all times be subject to the call of the
Chairman of the Board or any two or more members of the committee.
Section 4.4 Minutes of Proceedings. The Executive Committee shall keep
----------------------
regular minutes of its proceedings and shall report the same to the Board of
Directors when requested.
<PAGE>
ARTICLE V
THE OFFICERS
Section 5.1 Number and Qualifications. The officers of the Corporation
-------------------------
shall consist of a Chairman of the Board, a President, one or more Executive
Vice-Presidents, one or more other Vice-Presidents, a Treasurer, a Secretary and
a Comptroller. The Corporation may also have a Senior Chairman of the Board, one
or more Vice Chairmen of the Board, and one or more Assistant Treasurers,
Assistant Secretaries and Assistant Comptrollers as determined by the Board of
Directors. None of the officers except the Chairman of the Board, the Senior
Chairman, if any, the Vice Chairmen, if any, and the President need be directors
of the Corporation. Any number of offices may be held by the same person
including that of Chairman of the Board and President.
Section 5.2 Term of Office. The officers of the Corporation shall be
--------------
elected annually at the first meeting of the Board of Directors after each
Annual Meeting of the stockholders and shall hold office until their respective
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may be removed at any time, with or without cause, by the
affirmative vote of a majority of the Board. Such removal shall be without
prejudice to the contract rights, if any, of the officer so removed. Any vacancy
occurring among the officers shall be filled by the Board of Directors, but the
person so elected to fill the vacancy shall hold office only until the first
meeting of the Board of Directors after the next Annual Meeting of the
stockholders.
Section 5.3 Compensation. The compensation of the Chairman of the Board,
------------
the Senior Chairman, if any, the Vice Chairmen, if any, and the President shall
be fixed by the Board of Directors. The Board of Directors may delegate to the
Chairman of the Board, or the President the authority to fix the compensation of
the other officers and agents of the Corporation.
<PAGE>
Section 5.4 The Chairman of the Board. The Chairman of the Board shall be
-------------------------
the Chief Executive Officer of the Corporation. He shall preside at all meetings
of the stockholders and of the Board of Directors, and shall have, subject to
the supervision and direction of the Board of Directors and the Executive
Committee, general charge of the business, property and affairs of the
Corporation and may exercise the powers vested in him by the Board of Directors,
by law or these By-Laws, or which usually attach or pertain to such office.
Section 5.5 The Senior Chairman and Vice Chairmen. The Senior Chairman and
-------------------------------------
Vice Chairmen shall perform such duties as the Board of Directors, the Executive
Committee or the Chairman of the Board may prescribe. In the absence or
inability of the Chairman of the Board to act, the Senior Chairman or the Vice
Chairman designated by the Board shall preside at meetings of the stockholders
and of the Board of Directors.
Section 5.6 The President. The President shall be the Chief Administrative
-------------
Officer of the Corporation. He shall have, under the direction of the Chairman
of the Board, general supervision and care of the affairs of the Corporation
and, in general perform all acts incident to the office of President as
prescribed by law, by these By-Laws, or by the Board of Directors. In the
absence or inability of the Chairman of the Board, the Senior Chairman, or a
Vice Chairman to act, he shall preside at the meetings of the stockholders and
of the Board of Directors.
Section 5.7 Executive Vice-Presidents. An Executive Vice-President shall
-------------------------
perform such duties as the Board of Directors, the Executive Committee, the
Chairman of the Board, or the President may prescribe, and in the absence or
disability of the President, the Executive Vice-President, or if there be more
than one Executive Vice-President, the Executive Vice-President designated by
the Board, shall perform the duties and exercise the powers of the President.
Section 5.8 Vice-Presidents. A Vice-President shall perform such duties as
---------------
shall be assigned to him by the Board of Directors, the Executive Committee,
the Chairman of the
<PAGE>
Board, the President or by an Executive Vice-President.
Section 5.9 The Treasurer. The Treasurer shall have the custody of the
-------------
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuables in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
He shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the Board of Directors or the Executive Committee at regular meetings, or
whenever they may request it, an account of all his transactions as Treasurer
and of the financial condition of the Corporation. If required by the Board of
Directors, he shall give the Corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.
Section 5.10 Assistant Treasurer. An Assistant Treasurer shall perform
--------------------
such duties as may be assigned to him by the Board of Directors, the Executive
Committee, the Chairman of the Board, the President or the Treasurer. In the
absence or disability of the Treasurer, his duties may be performed by any
Assistant Treasurer.
Section 5.11 The Secretary. The Secretary shall attend all meetings of
-------------
the Board of Directors and of the stockholders, and shall record all votes and
the minutes of all proceedings in a book to be kept for that purpose, and shall
perform like duties for any standing committees when required. He shall give or
cause to be given notice of all meetings of the stockholders and of the Board of
Directors, and shall keep the seal of the Corporation in safe custody. He shall
perform such other duties as may be prescribed by the Board of Directors, or the
Executive Committee, or the Chairman of the Board under whose supervision he
shall be.
<PAGE>
Section 5.12 Assistant Secretary. An Assistant Secretary shall perform
-------------------
such duties as may be assigned to him by the Board of Directors, the Executive
Committee, the Chairman of the Board, the President or the Secretary. In the
absence or disability of the Secretary, his duties may be performed by any
Assistant Secretary.
Section 5.13 The Comptroller. The Comptroller shall be the chief
---------------
accounting officer of the Corporation, and shall have the general supervision
and control of all accounting matters, including the books of account of the
Corporation. He shall also perform such other duties and services as may from
time to time be prescribed by the Board of Directors, the Executive Committee,
the Chairman of the Board, the President, or an Executive Vice-President.
Section 5.14 Assistant Comptroller. An Assistant Comptroller shall
---------------------
perform such duties as may be assigned to him by the Board of Directors, the
Executive Committee, the Chairman of the Board, the President or the
Comptroller. In the absence or disability of the Comptroller, his duties may be
performed by any Assistant Comptroller.
<PAGE>
ARTICLE VI
NOTICES
Section 6.1 Manner of Giving. Whenever notice is required to be given to
----------------
any director or stockholder under the provisions of the General Corporation Law
of Delaware or under the Certificate of Incorporation or under these By-Laws, it
shall not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or stockholder, at his address as
it appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram.
Section 6.2 Waiver of Notice. Whenever any notice is required to be given
----------------
under the General Corporation Law of Delaware or under the Certificate of
Incorporation or under these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
<PAGE>
ARTICLE VII
CERTIFICATES OF STOCK
Section 7.1 Stock Certificates. Every holder of stock in the Corporation
------------------
shall be entitled to have a certificate, signed by, or in the name of the
Corporation by, the Chairman of the Board of Directors, or the President or a
Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary of the Corporation, certifying the number of shares owned
by him in the Corporation.
Section 7.2 Facsimile Signatures. Any of or all the signatures on the
--------------------
certificate may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.
Section 7.3 Designations, Preferences, Participating and Optional Rights.
------------------------------------------------------------
If the Corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualification, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided in
Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock, a
statement that the Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
<PAGE>
Section 7.4 Lost Certificates. The Board of Directors may direct a new
-----------------
certificate of stock to be issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. The Board of
Directors may, in its discretion and as a condition precedent to the issuance of
a new certificate, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.
Section 7.5 Transfer of Stock. The shares of stock shall be transferable
-----------------
on the books of the Corporation by the registered owner or owners thereof or by
attorney, lawfully constituted in writing, and upon surrender of the certificate
therefor duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, the Corporation or its transfer agent
shall issue a new certificate to the person or persons entitled thereto.
Section 7.6 Registered Stockholders. The Corporation shall be entitled to
-----------------------
treat the registered holder of any share or shares of its stock as the actual
owner thereof and as such the person possessing the exclusive right to receive
dividends and to vote such stock, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Delaware.
<PAGE>
ARTICLE VIII
FIXING RECORD DATE
Section 8.1 Record Date. The Board of Directors may fix, in advance, a
-----------
date, not more than sixty nor less than ten days before the date of any
stockholders meeting nor more than sixty days prior to any dividend payment date
or other date for the distribution or allotment of any rights, as a record date
for the determination of the stockholders entitled to notice of and to vote at
such meeting, or entitled to receive such dividends or rights, as the case may
be; and only stockholders of record on such date shall be entitled to notice of
and to vote at such meeting or to receive such dividends or rights. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
<PAGE>
ARTICLE IX
INSPECTION OF BOOKS AND RECORDS
Section 9.1 Right and Conditions of Inspection. Any stockholder of
----------------------------------
record, in person or by attorney or other agent, shall, upon written demand
under oath stating the purpose thereof, have the right during the usual hours
for business to inspect for any proper purpose the Corporation's stock ledger, a
list of its shareholders, and its other books and records, and to make copies or
extracts therefrom. A proper purpose shall mean a purpose reasonably related to
such person's interest as a stockholder. In every instance where an attorney or
other agent shall be the person who seeks the right to inspection, the demand
under oath shall be accompanied by a power of attorney or such other writing
which authorizes the attorney or other agent to so act on behalf of the
stockholder. The demand under oath shall be directed to the Corporation at its
registered office in the State of Delaware or at its principal place of
business.
<PAGE>
ARTICLE X
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 10.1 Contracts. The Board of Directors may authorize any officer
---------
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 10.2 Loans. No loans shall be contracted on behalf of the
-----
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 10.3 Checks, Drafts, etc. All checks, drafts or other orders for
--------------------
the payment of money, notes, or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in the manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 10.4 Deposits. All funds of the Corporation shall be deposited in
--------
such banks, trust companies or other depositaries as the Board of Directors may
select.
Section 10.5 Voting Stock and Other Corporations. The Chairman of the
-----------------------------------
Board, the President or any Executive Vice-President may execute proxies on
behalf of the Corporation for the purpose of voting any shares of stock of any
other corporation owned by the Corporation.
<PAGE>
ARTICLE XI
FISCAL YEAR
Section 11.1 Fiscal Year. The fiscal year of the Corporation shall begin
-----------
on the first day of January in each year and end on the last day of December in
each year.
ARTICLE XII
SEAL
Section 12.1 Seal. The corporate seal shall have inscribed thereon the
----
name of the Corporation, the year of its organization and the words "Corporate
Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE XIII
AMENDMENTS
Section 13.1 Amendments. These By-Laws may be altered, amended or
----------
repealed or new by-laws may be adopted by the Board of Directors at any regular
or special meeting of the Board provided notice of such alteration, amendment,
repeal or adoption of new by-laws be contained in the notice of such meeting.
Nothing herein shall be construed so as to divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
<PAGE>
ARTICLE XIV
ADVANCEMENT OF EXPENSES
Section 14.1 Advancement of Expenses. In connection with the provisions
-----------------------
of Article ELEVENTH of the Corporation's Certificate of Incorporation, the
Corporation shall pay or reimburse expenses incurred by any person entitled to
indemnification under such Article in defending any pending or threatened
action, suit or proceeding, whether civil, criminal, administrative or
investigative, with respect to which such person is a party or is threatened to
be made a party. Such payment or reimbursement shall be made promptly upon
receipt by the Corporation of an undertaking of such person to repay such
expenses if it shall ultimately be determined that such person is not entitled
to be indemnified by the Corporation.
<PAGE>
EXHIBIT 4(c)
- --------------------------------------------------------------------------------
RIGGS NATIONAL CORPORATION
to
THE BANK OF NEW YORK
Trustee
____________________
JUNIOR SUBORDINATED INDENTURE
Series C
Dated as of March 12, 1997
____________________
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S>
ARTICLE I <C>
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.1. Definitions..................................................................... 1
Section 1.2. Compliance Certificate and Opinions............................................. 12
Section 1.3. Forms of Documents Delivered to Trustee......................................... 13
Section 1.4. Acts of Holders................................................................. 13
Section 1.5. Notices, Etc. to Trustee and Corporation........................................ 15
Section 1.6. Notice to Holders; Waiver....................................................... 16
Section 1.7. Conflict with Trust Indenture Act............................................... 16
Section 1.8. Effect of Headings and Table of Contents........................................ 16
Section 1.9. Successors and Assigns.......................................................... 17
Section 1.10. Separability Clause............................................................ 17
Section 1.11 Benefits of Indenture.......................................................... 17
Section 1.12. Governing Law.................................................................. 17
Section 1.13. Non-Business Days.............................................................. 17
ARTICLE II
SECURITY FORMS
Section 2.1. Forms Generally................................................................. 18
Section 2.2. Form of Face of Security........................................................ 18
Section 2.3. Form of Reverse of Security..................................................... 23
Section 2.4. Additional Provisions Required in Global Security............................... 27
Section 2.5. Form of Trustee's Certificate of Authentication................................. 27
ARTICLE III
THE SECURITIES
Section 3.1. Title and Terms................................................................. 28
Section 3.2. Denominations................................................................... 28
Section 3.3. Execution, Authentication, Delivery and Dating.................................. 29
Section 3.4. Global Securities............................................................... 29
Section 3.5. Registration and Registration of Transfer and Exchange Generally;
Certain Transfers and Exchanges; Securities Act Legends.................... 31
Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities................................ 33
Section 3.7. Payment of Interest; Interest Rights Preserved.................................. 34
Section 3.8. Persons Deemed Owners........................................................... 35
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Section 3.9. Cancellation.................................................................... 35
Section 3.10. Computation of Interest......................................................... 36
Section 3.11. Deferrals of Interest Payment Dates............................................. 36
Section 3.12. Right of Set-Off................................................................ 37
Section 3.13. Agreed Tax Treatment............................................................ 37
Section 3.14. CUSIP Numbers................................................................... 37
ARTICLE IV
SATISFACTION AND DISCHARGE
Section 4.1. Satisfaction and Discharge of Indenture......................................... 38
Section 4.2. Application of Trust Money...................................................... 39
ARTICLE V
REMEDIES
Section 5.1. Events of Default............................................................... 39
Section 5.2. Acceleration of Maturity; Rescission and Annulment.............................. 40
Section 5.3. Collection of Debt and Suits for Enforcement by Trustee......................... 41
Section 5.4. Trustee May File Proofs of Claim................................................ 42
Section 5.5. Trustee May Enforce Claims Without Possession of Securities..................... 43
Section 5.6. Application of Money Collected.................................................. 43
Section 5.7. Limitation on Suits............................................................. 44
Section 5.8. Unconditional Right of Holders to Receive Principal, Premium and Interest;
Direct Action by Holders of Preferred Securities........................... 44
Section 5.9. Restoration of Rights and Remedies.............................................. 45
Section 5.10. Rights and Remedies Cumulative.................................................. 45
Section 5.11. Delay or Omission Not Waiver.................................................... 45
Section 5.12. Control by Holders.............................................................. 46
Section 5.13. Waiver of Past Defaults......................................................... 46
Section 5.14. Undertaking for Costs........................................................... 47
Section 5.15. Waiver of Usury, Stay or Extension Laws......................................... 47
ARTICLE VI
THE TRUSTEE
Section 6.1. Certain Duties and Responsibilities............................................. 47
Section 6.2. Notice of Defaults.............................................................. 48
Section 6.3. Certain Rights of Trustee....................................................... 49
Section 6.4. Not Responsible for Recitals or Issuance of Securities.......................... 50
Section 6.5. May Hold Securities............................................................. 50
Section 6.6. Money Held in Trust............................................................. 51
</TABLE>
ii
<PAGE>
<TABLE>
<S> <C>
Section 6.7. Compensation and Reimbursement.................................................. 51
Section 6.8. Disqualification; Conflicting Interests......................................... 52
Section 6.9. Corporate Trustee Required; Eligibility......................................... 52
Section 6.10. Resignation and Removal; Appointment of Successor............................... 52
Section 6.11. Acceptance of Appointment by Successor.......................................... 54
Section 6.12. Merger, Conversion, Consolidation or Succession to Business..................... 55
Section 6.13. Preferential Collection of Claims Against Corporation........................... 55
Section 6.14. Appointment of Authenticating Agent............................................. 55
ARTICLE VII
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND CORPORATION
Section 7.1. Corporation to Furnish Trustee Names and Addresses of Holders................... 58
Section 7.2. Preservation of Information, Communications to Holders.......................... 58
Section 7.3. Reports by Trustee.............................................................. 58
Section 7.4. Reports by Corporation.......................................................... 59
ARTICLE VIII
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
Section 8.1. Corporation May Consolidate, Etc., Only on Certain Terms........................ 59
Section 8.2. Successor Corporation Substituted............................................... 60
ARTICLE IX
SUPPLEMENTAL INDENTURES
Section 9.1. Supplemental Indentures without Consent of Holders.............................. 61
Section 9.2. Supplemental Indentures with Consent of Holders................................. 62
Section 9.3. Execution of Supplemental Indentures............................................ 63
Section 9.4. Effect of Supplemental Indentures............................................... 63
Section 9.5. Conformity with Trust Indenture Act............................................. 63
Section 9.6. Reference in Securities to Supplemental Indentures.............................. 64
ARTICLE X
COVENANTS
Section 10.1. Payment of Principal, Premium and Interest...................................... 64
Section 10.2. Maintenance of Office or Agency................................................. 64
Section 10.3. Money for Security Payments to be Held in Trust................................. 65
Section 10.4. Statement as to Compliance...................................................... 66
Section 10.5. Waiver of Certain Covenants..................................................... 66
</TABLE>
iii
<PAGE>
<TABLE>
<S> <C>
Section 10.6. Additional Sums................................................................. 66
Section 10.7. Additional Covenants............................................................ 67
ARTICLE XI
REDEMPTION OF SECURITIES
Section 11.1. Right of Redemption............................................................. 68
Section 11.2. Election to Redeem; Notice to Trustee........................................... 68
Section 11.3. Selection of Securities to be Redeemed.......................................... 69
Section 11.4. Notice of Redemption............................................................ 69
Section 11.5. Deposit of Redemption Price..................................................... 70
Section 11.6. Payment of Securities Called for Redemption..................................... 70
ARTICLE XII
SUBORDINATION OF SECURITIES
Section 12.1. Securities Subordinate to Senior Debt........................................... 71
Section 12.2. Payment Over of Proceeds Upon Dissolution, Etc.................................. 71
Section 12.3. Prior Payment to Senior Debt Upon Acceleration of Securities.................... 72
Section 12.4. No Payment When Senior Debt in Default.......................................... 73
Section 12.5. Payment Permitted If No Default................................................. 73
Section 12.7. Provisions Solely to Define Relative Rights..................................... 74
Section 12.8. Trustee to Effectuate Subordination............................................. 75
Section 12.9. No Waiver of Subordination Provisions........................................... 75
Section 12.10. Notice to Trustee............................................................... 75
Section 12.11. Reliance on Judicial Order or Certificate of Liquidating Agent.................. 76
Section 12.12. Trustee Not Fiduciary for Holders of Senior Debt................................ 76
Section 12.13. Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights.... 77
Section 12.14. Article Applicable to Paying Agents............................................. 77
Annex A TRUST AGREEMENT
Annex B AMENDED AND RESTATED TRUST AGREEMENT
Annex C GUARANTEE AGREEMENT
</TABLE>
iv
<PAGE>
RIGGS NATIONAL CORPORATION
Reconciliation and tie between the Trust Indenture Act of 1939 (including
cross-references to provisions of Sections 310 to and including 317 which,
pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended by the
Trust Reform Act of 1990, are a part of and govern the Indenture whether or not
physically contained therein) and the Junior Subordinated Indenture, dated March
12, 1997.
<TABLE>
<CAPTION>
Trust Indenture Indenture
Act Section Section
- ----------- ---------
<S> <C>
(S) 310 (a)(1), (2) and (5).................................. 6.9
(a)(3)............................................... Not Applicable
(a)(4)............................................... Not Applicable
(b).................................................. 6.8
..................................................... 6.10
(c).................................................. Not Applicable
(S) 311 (a).................................................. 6.13
(b).................................................. 6.13
(b)(2)............................................... 7.3
(c).................................................. Not Applicable
(S) 312 (a).................................................. 7.1
..................................................... 7.2
(b).................................................. 7.2
(c).................................................. 7.2
(S) 313 (a).................................................. 7.3
(b).................................................. 7.3
(c).................................................. 7.3
(d).................................................. 7.3
(S) 314 (a)(1), (2) and (3).................................. 7.4
(a)(4)............................................... 10.4
(b).................................................. Not Applicable
(c)(1)............................................... 1.2
(c)(2)............................................... 1.2
(c)(3)............................................... Not Applicable
(d).................................................. Not Applicable
(e).................................................. 1.2
(f).................................................. Not Applicable
(S) 315 (a).................................................. 6.1(a), 6.1(b)
(b).................................................. 6.2
..................................................... 7.3
(c).................................................. 6.1(b)
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
Trust Indenture Indenture
Act Section Section
- --------------- ---------
<S> <C>
(d).................................................. 6.1(b)
(d)(1)............................................... 6.1(b)
(d)(2)............................................... 6.1(b)(2)
(d)(3)............................................... 6.1(b)(3)
(e).................................................. 5.14
(S) 316 (a).................................................. 5.12
(a)(1)(A)............................................ 5.12
(a)(1)(B)............................................ 5.13
(a)(2)............................................... Not Applicable
(b).................................................. 5.8
(c).................................................. 1.4(f)
(S) 317 (a)(1)............................................... 5.3
(a)(2)............................................... 5.4
(b).................................................. 10.3
(S) 318 (a).................................................. 1.7
</TABLE>
________________
Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Junior Subordinated Indenture.
ii
<PAGE>
JUNIOR SUBORDINATED INDENTURE, Series C, dated as of March 12, 1997,
between RIGGS NATIONAL CORPORATION, a Delaware corporation (hereinafter called
the "Corporation") having its principal office at 1503 Pennsylvania Avenue,
N.W., Washington, D.C. 20005 and THE BANK OF NEW YORK, a New York banking
corporation, as Trustee (hereinafter called the "Trustee").
RECITALS OF THE CORPORATION
The Corporation has duly authorized the execution and delivery of this
Indenture to provide for the issuance of its 8 7/8% Junior Subordinated
Deferrable Interest Debentures, Series C, Due March 15, 2027 (hereinafter called
the "Securities") of substantially the tenor and amount hereinafter provided,
which are to be issued to evidence loans made to the Corporation of the proceeds
from the issuance by a business trust ("Riggs Capital II") of preferred trust
interests in Riggs Capital II (the "Preferred Securities") and common interests
in Riggs Capital II (the "Common Securities" and, collectively with the
Preferred Securities, the "Trust Securities"), and to provide the terms and
conditions upon which the Securities are to be authenticated, issued and
delivered.
All things necessary to make the Securities, when executed by the
Corporation and authenticated and delivered hereunder and duly issued by the
Corporation, the valid obligations of the Corporation, and to make this
Indenture a valid agreement of the Corporation, in accordance with their and its
terms, have been done.
NOW THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the
premises and the purchase of the Securities by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities, as follows:
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.1. Definitions.
For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:
(1) The terms defined in this Article have the meanings assigned to them
in this Article, and include the plural as well as the singular;
(2) All other terms used herein which are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;
1
<PAGE>
(3) All accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles,
and the term "generally accepted accounting principles" with respect to any
computation required or permitted hereunder shall mean such accounting
principles that are generally accepted at the date or time of such computation;
provided, that when two or more principles are so generally accepted, it shall
mean that set of principles consistent with those in use by the Corporation; and
(4) The words "herein," "hereof" and "hereunder" and other words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision.
"Act" when used with respect to any Holder has the meaning specified in
Section 1.4.
"Additional Interest" has the meaning specified in Section 2.2.
"Additional Sums" has the meaning specified in Section 10.6.
"Additional Taxes" means the sum of any additional taxes, duties and other
governmental charges to which Riggs Capital II has become subject from time to
time as a result of a Tax Event.
"Adjusted Treasury Rate" means, with respect to any redemption date, the
Treasury Rate plus (i) 1.60% if such redemption date occurs on or before March
15, 1998 or (ii) .80% if such redemption date occurs after March 15, 1998.
"Administrative Trustee" means, in respect of Riggs Capital II, each Person
identified as an "Administrative Trustee" in the Trust Agreement, solely in such
Person's capacity as Administrative Trustee of Riggs Capital II under the Trust
Agreement and not in such Person's individual capacity, or any successor
Administrative Trustee appointed as therein provided.
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, that Riggs Capital II
shall not be deemed to be an Affiliate of the Corporation. For the purposes of
this definition, "control" when used with respect to any specified Person means
the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
"Agent Member" means any member of, or participant in, the Depository.
"Applicable Procedures" means, with respect to any transfer or transaction
involving a Global Security or beneficial interest therein, the rules and
procedures of the Depository for such Security, in each case to the extent
applicable to such transaction and as in effect from time to time.
2
<PAGE>
"Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 6.14 to act on behalf of the Trustee to authenticate the Securities.
"Board of Directors" means either the board of directors of the Corporation
or any executive committee or other committee of that board duly authorized to
act hereunder.
"Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Corporation to have been duly adopted by the
Board of Directors, or officers of the Corporation to which authority to act on
behalf of the Board of Directors has been delegated, and to be in full force and
effect on the date of such certification, and delivered to the Trustee.
"Business Day" means any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed or (iii) a day on which the
Corporate Trust Office of the Trustee, or, with respect to the Securities
initially issued in the name of the Property Trustee, the principal office of
the Property Trustee under the related Trust Agreement, is closed for business.
"Capital Treatment Event" means, with respect to the Preferred Securities
under the related Trust Agreement, the reasonable determination by the
Corporation (as evidenced by an Officers' Certificate delivered to the Trustee)
that, as a result of the occurrence of any amendment to, or change (including
any announced prospective change) in, the laws (or any regulations thereunder)
of the United States or any political subdivision thereof or therein, or as a
result of any official or administrative pronouncement or action or judicial
decision interpreting or applying such laws or regulations, which amendment or
change is effective or such pronouncement, action or decision is announced on or
after the date of issuance of such Preferred Securities under the Trust
Agreement, there is more than an insubstantial risk that the Corporation will
not be entitled, subsequent to the to the effectiveness of such amendment or
change or the announcement of such pronouncement, action or decision, to treat
as "Tier I Capital" (or the equivalent thereof) a portion of the Liquidation
Amount of such Preferred Securities substantially equal to or greater than the
portion thereof it was entitled to treat as "Tier I Capital" (or the then
equivalent thereof) immediately prior to the effectiveness of such amendment or
change or the announcement of such pronouncement, action or decision for
purposes of the capital adequacy guidelines of the Federal Reserve, as then in
effect and applicable to the Corporation.
"Commission" means the United States Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or if at any time
after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.
"Common Securities" has the meaning specified in the first recital of this
Indenture.
"Common Stock" means the common stock, par value $2.50 per share, of the
Corporation.
3
<PAGE>
"Comparable Treasury Issue" means with respect to any Redemption Date the
United States Treasury security selected by the Quotation Agent as having a
maturity comparable to the Remaining Life that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the Remaining
Life. If no United States Treasury security has a maturity which is within a
period from three months before to three months after March 15, 2007, the two
most closely corresponding United States Treasury securities shall be used as
the Comparable Treasury Issue, and the Treasury Rate shall be interpolated or
extrapolated on a straight-line basis, rounding to the nearest month using such
securities.
"Comparable Treasury Price" means (A) the average of five Reference Dealer
Treasury Quotations for such Redemption Date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains
fewer than three such Reference Treasury Dealer Quotations, the average of all
such Quotations.
"Corporation" means the Person named as the "Corporation" in the first
paragraph of this Indenture until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Corporation" shall mean such successor Person. "Corporation" includes a
corporation, association, company, joint-stock company or business trust.
"Corporation Request" and "Corporation Order" mean, respectively, the
written request or order signed in the name of the Corporation by the Chairman
of the Board of Directors, the Chairman of the Executive Committee of the Board
of Directors, a Vice Chairman of the Board of Directors, the Chief Executive
Officer, the President, the Chief Operating Officer, a Vice Chairman or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the Corporation, and delivered to the Trustee.
"Corporate Trust Office" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office as of the date of this Indenture is located at 101 Barclay Street, 21W,
New York, New York 10286, Attention: Corporate Trust and Agency Group--Corporate
Market Services.
"Debt" means with respect to any Person, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent: (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
(including the Series A Subordinated Debentures) including obligations incurred
in connection with the acquisition of property, assets or businesses; (iii)
every reimbursement obligation of such Person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
Person; (iv) every obligation of such Person issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business); (v) every
capital lease obligation of such Person; (vi) all obligations of such Person
whether incurred on or prior to the
4
<PAGE>
date of the Indenture or thereafter incurred, for claims in respect of
derivative products, including interest rate, currency and foreign exchange rate
and commodity forward contracts, options and swaps and similar arrangements; and
(vii) every obligation of the type referred to in clauses (i) through (vi) of
another Person and all dividends of another Person the payment of which, in
either case, such Person has guaranteed or is responsible or liable, directly or
indirectly, as obligor or otherwise.
"Defaulted Interest" has the meaning specified in Section 3.7.
"Depositary" means the Person designated as Depositary pursuant to Section
3.4.
"Definitive Security" shall have the meaning ascribed to "Definitive
Preferred Security" in the Trust Agreement.
"Distributions", with respect to the Trust Securities issued by Riggs
Capital II, means amounts payable in respect of such Trust Securities as
provided in the Trust Agreement and referred to therein as "Distributions".
"Dollar" means the currency of the United States of America that, as at the
time of payment, is legal tender for the payment of public and private
indebtedness.
"DTC" means The Depository Trust Corporation.
"Event of Default" has the meaning specified in Article V.
"Exchange Act" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.
"Expiration Date" has the meaning specified in Section 1.4(f).
"Extension Period" has the meaning specified in Section 3.11.
"Federal Reserve" means the Board of Governors of the Federal Reserve
System, as from time to time constituted, or if at any time after the execution
of this Indenture the Federal Reserve is not existing and performing the duties
now assigned to it, then the Body performing such duties at such time.
"Global Security" means a Security in the form prescribed in Section 2.4
evidencing all or part of the Securities, issued to the Depositary or its
nominee for the Securities, and registered in the name of such Depositary or its
nominee.
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"Global Preferred Security" means a Preferred Security, the ownership and
transfers of which shall be made through book entries by a clearing agency, as
described in the Trust Agreement.
"Guarantee Agreement" means the Guarantee Agreement substantially in the
form attached hereto as Annex C as amended from time to time.
"Holder" means a Person in whose name a Security is registered in the
Securities Register.
"Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof.
"Interest Payment Date" means as to the Securities the Stated Maturity of
an installment of interest on the Securities.
"Like Amount" means (i) with respect to a redemption of the Trust
Securities, Trust Securities having a Liquidation Amount equal to that portion
of the principal amount of the Securities to be contemporaneously redeemed in
accordance with this Indenture, allocated to the Trust Securities pro rata based
upon the relative Liquidation Amounts of such Trust Securities and the proceeds
of which will be used to pay the Redemption Price of such Trust Securities and
(ii) with respect to a distribution of the Securities to holders of the Trust
Securities in exchange therefor in connection with a dissolution or liquidation
of Riggs Capital II, Securities having a principal amount equal to the
Liquidation Amount of the Trust Securities of the holder to whom such Securities
would be distributed.
"Make-Whole Amount" means an amount equal to the greater of (i) 100% of the
principal amount of the Securities or (ii) as determined by a Quotation Agent,
the sum of the present values of the principal amount and premium payable as
part of the Optional Redemption Price with respect to an optional redemption of
such Securities on March 15, 2007, together with scheduled payments of interest
from the Redemption Date to March 15, 2007 (the "Remaining Life"), in each case
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate.
"Maturity" when used with respect to any Security means the date on which
the principal of such Security becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise.
"Moody's" means Moody's Investors Service, Inc.
"Notice of Default" means a written notice of the kind specified in Section
5.1(3).
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"Officers' Certificate" means a certificate signed by the Chairman of the
Board of Directors, a Vice Chairman of the Board of Directors, the President or
a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary of the Corporation, and delivered to the Trustee.
"Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Corporation, and who shall be acceptable to the Trustee.
"Original Issue Date" means the date of issuance of the Securities.
"Outstanding" means, when used in reference to any Securities, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:
(i) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;
(ii) Securities for whose payment money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent in trust for the
Holders of such Securities; and
(iii) Securities in substitution for or in lieu of which other Securities
have been authenticated and delivered or which have been paid pursuant to
Section 3.5, unless proof satisfactory to the Trustee is presented that any such
Securities are held by Holders in whose hands such Securities are valid, binding
and legal obligations of the Corporation; provided, however, that in
determining whether the Holders of the requisite principal amount of Outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, Securities owned by the Corporation or any other
obligor upon the Securities or any Affiliate of the Corporation or such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Corporation or any other obligor upon
the Securities or any Affiliate of the Corporation or such other obligor. Upon
the written request of the Trustee, the Corporation shall furnish to the Trustee
promptly an Officers' Certificate listing and identifying all Securities, if
any, known by the Corporation to be owned or held by or for the account of the
Corporation, or any other obligor on the Securities or any Affiliate of the
Corporation or such obligor, and, subject to the provisions of Section 6.1, the
Trustee shall be entitled to accept such Officers' Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Securities not
listed therein are Outstanding for the purpose of any such determination.
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"Paying Agent" means the Trustee or any Person authorized by the
Corporation to pay the principal of (and premium, if any) or interest on the
Securities on behalf of the Corporation.
"Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.
"Place of Payment" means, with respect to the Securities, the place or
places where the principal of (and premium, if any) and interest on the
Securities are payable pursuant to Section 3.7.
"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same indebtedness as that evidenced
by such particular Security; and for the purposes of this definition, any
security authenticated and delivered under Section 3.6 in lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same indebtedness
as the lost, destroyed or stolen Security.
"Preferred Securities" has the meaning specified in the first recital of
this Indenture.
"Proceeding" has the meaning specified in Section 12.2.
"Property Trustee" means, in respect of Riggs Capital II, the commercial
bank or trust company identified as the "Property Trustee" in the related Trust
Agreement, solely in its capacity as Property Trustee of Riggs Capital II under
the Trust Agreement and not in its individual capacity, or its successor in
interest in such capacity, or any successor property trustee appointed as
therein provided. Where appropriate, the term "Property Trustee" shall include
any nominee thereof.
"Quotation Agent" means Dillon, Read & Co. Inc. and its respective
successors; provided, however, that if the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Corporation shall substitute therefor another Primary Treasury
Dealer. "Reference Treasury Dealer" means (i) the Quotation Agent and (ii) any
other Primary Treasury Dealer selected by the Trustee after consultation with
the Corporation.
"Redemption Date", when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.
"Redemption Price", when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.
"Reference Treasury Dealer" means (i) the Quotation Agent and (ii) any
other Primary Treasury Dealer selected by the Trustee after consultation with
the Corporation.
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"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.
"Regular Record Date" for the interest payable on any Interest Payment Date
with respect to the Securities means the June 15 or December 15 next preceding
such Interest Payment Date (whether or not a Business Day), or in the case of
Securities held in book-entry form only, the Business Day immediately preceding
such Interest Payment Date.
"Responsible Officer" means when used with respect to the Trustee, any
officer assigned to the Corporate Trust Office, including any vice president,
assistant vice president, assistant treasurer or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers.
"Riggs Capital II" has the meaning specified in the first recital of this
Indenture.
"Riggs Capital II Guarantee" means the guarantee by the Corporation of
distributions on the Preferred Securities of Riggs Capital II to the extent
provided in the Guarantee Agreement.
"Rights Plan" means a plan of the Corporation providing for the issuance by
the Corporation to all holders of its Common Stock of rights entitling the
holders thereof to subscribe for or purchase shares of Common Stock or any class
or series of preferred stock, which rights (i) are deemed to be transferred with
such shares of Common Stock, (ii) are not exercisable and (iii) are also issued
in respect of future issuances of Common Stock, in each case until the
occurrence of a specified event or events.
"S&P" means Standard & Poor's Ratings Services.
"Securities" or "Security" means any indebtedness securities or
indebtedness security, as the case may be, authenticated and delivered under
this Indenture.
"Securities Act" means the Securities Act of 1933 (or any successor
statute), as it may be amended from time to time.
"Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 3.5.
"Senior Debt" means the principal of (and premium, if any) and interest, if
any (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Corporation whether or not such
claim for post-petition interest is allowed in such
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proceeding), on Debt, whether incurred on or prior to the date of the Indenture
or thereafter incurred, unless, in the instrument creating or evidencing the
same or pursuant to which the same is outstanding, it is provided that such
obligations are not superior in right of payment to the Securities or to other
Debt which is pari passu with, or subordinated to, the Securities; provided,
however, that Senior Debt shall not be deemed to include: (i) any Debt of the
Corporation which when incurred and without respect to any election under
Section 1111(b) of the United States Bankruptcy Code of 1978, as amended, was
without recourse to the Corporation, (ii) any Debt of the Corporation to any of
its subsidiaries, (iii) Debt to any employee of the Corporation and (iv) the
Series A Subordinated Debentures.
"Series A Subordinated Debentures" means the 8 5/8% Junior Subordinated
Deferrable Interest Debentures, Series A, due 2026, issued by the Corporation.
"Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.7.
"Stated Maturity" means March 15, 2027, which date may be shortened to a
date not earlier than March 12, 2012 in certain circumstances as specified in
the Security.
"Subsidiary" means a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by the Corporation or by one or
more other Subsidiaries, or by the Corporation and one or more other
Subsidiaries. For purposes of this definition, "voting stock" means stock which
ordinarily has voting power for the election of directors, whether at all times
or only so long as no senior class of stock has such voting power by reason of
any contingency.
"Successor Security" of any particular Security means every Security issued
after, and evidencing all or a portion of the same indebtedness as that
evidenced by, such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 3.5 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall
be deemed to evidence the same indebtedness as the mutilated, destroyed, lost or
stolen Security.
"Tax Event" means the receipt by Riggs Capital II of an Opinion of Counsel
(as defined in the Trust Agreement) experienced in such matters to the effect
that, as a result of any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, or
as a result of any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or which pronouncement or decision is announced on or after the date
of issuance of the Preferred Securities of Riggs Capital II, there is more than
an insubstantial risk that (i) Riggs Capital II is, or will be within 90 days of
the date of such Opinion of Counsel, subject
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to United States federal income tax with respect to income received or accrued
on the corresponding Securities issued by the Corporation to Riggs Capital II,
(ii) interest payable by the Corporation on the Securities is not, or within 90
days of the date of such Opinion of Counsel, will not be, deductible by the
Corporation, in whole or in part, for United States federal income tax purposes
or (iii) Riggs Capital II is, or will be within 90 days of the date of such
Opinion of Counsel, subject to more than a de minimis amount of other taxes,
duties or other governmental charges. With respect to Securities that are no
longer held by the Property Trustee, "Tax Event" means the receipt by the
Corporation of an opinion of counsel experienced in such matters to the effect
that, as a result of any amendment to, or change (including any announced
proposed change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, or
as a result of any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or which proposed change, pronouncement or decision is announced on or
after the date of issuance of the Securities hereunder, there is more than an
insubstantial risk that interest payable by the Corporation on the Securities is
not, or within 90 days of the date of such opinion will not be, deductible by
the Corporation, in a whole or in part, for United States federal income tax
purposes (each of the circumstances referred to in clauses (i), (ii) and (iii)
of the preceding sentence and circumstances refereed to in this sentence being
referred to herein as an "Adverse Tax Consequence").
"Treasury Rate" means (i) the yield, under the heading which represents the
average for the immediately prior week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication which is
published weekly by the Federal Reserve and which establishes yields on actively
traded United States Treasury securities adjusted to constant maturity under the
caption "Treasury Constant Maturities", for the maturity corresponding to the
Remaining Life (if no maturity is within three months before or after the
Remaining Life, yields for the two published maturities most closely
corresponding to the Remaining Life shall be determined and the Treasury Rate
shall be interpolated or extrapolated from such yields on a straight-line basis,
rounding to the nearest month) or (ii) if such release (or any successor
release) is not published during the week preceding the calculation date or does
not contain such yields, the rate per annum equal to the semi-annually
equivalent yield to maturity of the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption
Date. The Treasury Rate shall be calculated on the third Business Day preceding
the Redemption Date.
"Trust Agreement" means the Trust Agreement substantially in the form
attached hereto as Annex A, as amended by the form of Amended and Restated Trust
Agreement substantially in the form attached hereto as Annex B in each case as
amended from time to time.
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"Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder and, if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities
shall mean the Trustee with respect to the Securities.
"Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C.
(S)(S) 77aaa-77bbb), as amended and as in effect on the date as of this
Indenture, except as provided in Section 9.5.
"Trust Securities" has the meaning specified in the first recital of this
Indenture.
"Vice President" when used with respect to the Corporation, means any duly
appointed vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."
Section 1.2. Compliance Certificate and Opinions.
Upon any application or request by the Corporation to the Trustee to take
any action under any provision of this Indenture, the Corporation shall furnish
to the Trustee an Officers' Certificate stating that all conditions precedent
(including covenants, compliance with which constitutes a condition precedent),
if any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent (including covenants compliance with which
constitute a condition precedent), if any, have been complied with, except that
in the case of any such application or request as to which the furnishing of
such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.
Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than the certificates provided
pursuant to Section 10.4) shall include:
(1) a statement that each individual signing such certificate or opinion
has read such covenant or condition and the definitions herein relating thereto;
(2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;
(3) a statement that, in the opinion of each such individual, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and
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(4) a statement as to whether, in the opinion of each such individual, such
condition or covenant has been complied with.
Section 1.3. Forms of Documents Delivered to Trustee.
In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.
Any certificate or opinion of an officer of the Corporation may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Corporation stating that the
information with respect to such factual matters is in the possession of the
Corporation, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.
Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions, or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.
Section 1.4. Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given to or taken by Holders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments is or are delivered to the
Trustee, and, where it is hereby expressly required, to the Corporation. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and
the Corporation, if made in the manner provided in this Section.
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(b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by
the certificate of any notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a Person acting in other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority.
(c) The fact and date of the execution by any Person of any such instrument
or writing, or the authority of the Person executing the same, may also be
proved in any other manner which the Trustee deems sufficient and in accordance
with such reasonable rules as the Trustee may determine.
(d) The ownership of Securities shall be proved by the Securities Register.
(e) Any request, demand, authorization, direction, notice, consent, waiver
or other action by any Holder of the Securities shall bind every future Holder
of the same Securities and the Holder of Securities issued upon the transfer
thereof or in exchange therefor or in lieu thereof in respect of anything done
or suffered to be done by the Trustee or the Corporation in reliance thereon,
whether or not notation of such action is made upon such Securities.
(f) The Corporation may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders of the Securities, provided that the Corporation may not set a record
date for, and the provisions of this paragraph shall not apply with respect to,
the giving or making of any notice, declaration, request or direction referred
to in the next paragraph. If any record date is set pursuant to this paragraph,
the Holders of the Outstanding Securities on such record date, and no other
Holders, shall be entitled to take the relevant action, whether or not such
Holders remain Holders after such record date, provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date (as hereinafter in this Section 1.4(f) provided) by Holders of
the requisite principal amount of Outstanding Securities on such record date.
Nothing in this paragraph shall be construed to prevent the Corporation from
setting a new record date for any action for which a record date has previously
been set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be canceled and of no
effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding
Securities on the date such action is taken. Promptly after any record date is
set pursuant to this paragraph, the Corporation, at its own expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of
Securities in the manner set forth in Section 1.6.
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The Trustee may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities entitled to join in the giving or making
of (i) any Notice of Default, (ii) any declaration of acceleration referred to
in Section 5.2, (iii) any request to institute proceedings referred to in
Section 5.7(2) or (iv) any direction referred to in Section 5.12, in each case
with respect to the Securities. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date,
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities on such record date. Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities on the date such
action is taken. Promptly after any record date is set pursuant to this
paragraph, the Trustee, at the Corporation's expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Corporation in writing and to each Holder of Securities in
the manner set forth in Section 1.6.
With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day, provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities in the manner set forth in Section 1.6, on or prior
to the existing Expiration Date. If an Expiration Date is not designated with
respect to any record date set pursuant to this Section, the party hereto which
set such record date shall be deemed to have initially designated the 180th day
after such record date as the Expiration Date with respect thereto, subject to
its right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to the Securities may do so with regard to all or
any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.
Section 1.5. Notices, Etc. to Trustee and Corporation.
Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,
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(1) the Trustee by any Holder, any holder of Preferred Securities or the
Corporation shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at its Corporate Trust
Office, or
(2) the Corporation by the Trustee, any Holder or any holder of Preferred
Securities shall be sufficient for every purpose (except as otherwise provided
in Section 5.1) hereunder if in writing and mailed, first class, postage
prepaid, to the Corporation addressed to it at the address of its principal
office specified in the first paragraph of this instrument or at any other
address previously furnished in writing to the Trustee by the Corporation.
Section 1.6. Notice to Holders; Waiver.
Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first class postage prepaid, to each Holder affected
by such event, at the address of such Holder as it appears in the Securities
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. In case, by reason of
the suspension of or irregularities in regular mail service or for any other
reason, it shall be impossible or impracticable to mail notice of any event to
Holders when said notice is required to be given pursuant to any provision of
this Indenture or of the relevant Securities, then any manner of giving such
notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice. Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.
Section 1.7. Conflict with Trust Indenture Act.
If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture
Act through operation of Section 318(c) thereof, such imposed duties shall
control. This Indenture, the Corporation and the Trustee shall be deemed for all
purposes hereof to be subject to and governed by the Trust Indenture Act to the
same extent as would be the case if this Indenture were so qualified on the date
hereof.
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Section 1.8. Effect of Headings and Table of Contents.
The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.
Section 1.9. Successors and Assigns.
All covenants and agreements in this Indenture by the Corporation shall
bind its successors and assigns, whether so expressed or not.
Section 1.10. Separability Clause.
In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
Section 1.11 Benefits of Indenture.
Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors and
assigns, the holders of Senior Debt, the Holders of the Securities and, to the
extent expressly provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.1 and 9.2,
the holders of Preferred Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.
Section 1.12. Governing Law.
THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF
LAW PRINCIPLES THEREOF.
Section 1.13. Non-Business Days.
In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or the Securities) payment of interest or
principal (and premium, if any) need not be made on such date, but may be made
on the next succeeding Business Day (and no interest shall accrue for the period
from and after such Interest Payment Date, Redemption Date or Stated Maturity,
as the case may be, until such next succeeding Business Day) except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day (in each case with the same force
and effect as if made on the Interest Payment Date or Redemption Date or at the
Stated Maturity).
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<PAGE>
ARTICLE II
SECURITY FORMS
Section 2.1. Forms Generally.
The Securities and the Trustee's certificate of authentication shall be in
substantially the forms set forth in this Article, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with applicable tax laws or the rules of any securities
exchange or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution of the Securities.
The Trustee's certificate of authentication shall be substantially in the
form set forth in this Article.
The definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these methods, if required by any securities
exchange on which the Securities may be listed, on a steel engraved border or
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such securities.
Securities distributed to holders of beneficial interests in a Global
Preferred Security upon the dissolution of Riggs Capital II shall be distributed
in the form of one or more Global Securities registered in the name of a
Depository or its nominee, and deposited with the Securities Registrar, as
custodian for such Depository, or held by such Depository, for credit by the
Depository to the respective accounts of the beneficial owners of the Securities
represented thereby (or such other accounts as they may direct).
Section 2.2. Form of Face of Security.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF RIGGS CAPITAL II THAT (A) THIS SECURITY MAY
NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO RIGGS CAPITAL
II OR ANY AFFILIATE THEREOF, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
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<PAGE>
WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (4) PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, OR ANY
APPLICABLE JURISDICTION, AND (B) IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
TO, NOTIFY ANY PURCHASER FROM IT OF THIS SECURITY OF THE RESALE RESTRICTIONS SET
FORTH IN (A) ABOVE. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS
AND AGREES FOR THE BENEFIT OF RIGGS CAPITAL II THAT IT IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT.
THIS SECURITY WILL BE ISSUED, AND MAY BE TRANSFERRED, ONLY IN BLOCKS HAVING A
LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS SECURITY IN A BLOCK HAVING A LIQUIDATION AMOUNT OF LESS THAN
$100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH
TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH SECURITIES FOR ANY
PURPOSE, INCLUDING BUT NOT LIMITED TO THE RECEIPT OF INTEREST ON SUCH
SECURITIES, AND SUCH TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER
IN SUCH SECURITIES.
THE HOLDER, BY PURCHASING THIS SECURITY, IS DEEMED TO REPRESENT THAT IT (X)
IS NOT ITSELF, AND IS NOT ACQUIRING THE SECURITY WITH THE ASSETS OF, (i) AN
"EMPLOYEE BENEFIT PLAN" (WITHIN THE MEANING OF SECTION 3(3) OF ERISA), A "PLAN"
(WITHIN THE MEANING OF SECTION 4975(e)(i) OF THE INTERNAL REVENUE CODE), OR AN
ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN
THE ENTITY BY SUCH AN "EMPLOYEE BENEFIT PLAN" OR "PLAN" AND THE APPLICATION OF
THE PLAN ASSET REGULATION OR (ii) A "GOVERNMENTAL PLAN" (WITHIN THE MEANING OF
SECTION 3(32) OF ERISA) OR (Y)(i) IS ITSELF, OR IS ACQUIRING THE SECURITY WITH
THE ASSETS OF, AN "INVESTMENT FUND" (WITHIN THE MEANING OF PART V(b) OF U.S.
DEPARTMENT OF LABOR PTE 84-14) MANAGED BY A "QUALIFIED PROFESSIONAL ASSET
MANAGER" (WITHIN THE MEANING OF PART V (a) OF PTE 84-14) WHICH HAS MADE OR
PROPERLY AUTHORIZED THE DECISION FOR SUCH FUND TO PURCHASE THE SECURITY, UNDER
CIRCUMSTANCES SUCH THAT PTE 84-14 IS APPLICABLE TO THE PURCHASE AND HOLDING OF
THE SECURITY, (ii) IS AN INSURANCE COMPANY POOLED SEPARATE ACCOUNT PURCHASING
SECURITIES PURSUANT TO PART I OF U.S.
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<PAGE>
DEPARTMENT OF LABOR PTE 90-1 OR A BANK COLLECTIVE INVESTMENT FUND PURCHASING
PURSUANT TO PART I OF U.S. DEPARTMENT OF LABOR PTE 91-38, AND IN EITHER CASE, NO
"PLAN" OR "EMPLOYEE BENEFIT PLAN" NOT PURCHASING PURSUANT TO PTE 84-14 OWNS MORE
THAN 10% OF THE ASSETS OF SUCH ACCOUNT OR COLLECTIVE FUND (WHEN AGGREGATED WITH
OTHER PLANS OF THE SAME EMPLOYER OR EMPLOYEE ORGANIZATION, (iii) IS AN INSURANCE
COMPANY USING THE ASSETS OF THE GENERAL ASSET ACCOUNT OF THE INSURANCE COMPANY
TO PURCHASE THE SECURITY PURSUANT TO PART I OF THE U.S. DEPARTMENT OF LABOR PTE
95-60, IN WHICH CASE THE RESERVES AND LIABILITIES FOR THE GENERAL ACCOUNT
CONTRACTS HELD BY OR ON BEHALF OF ANY PLAN, TOGETHER WITH ANY OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER OR EMPLOYEE ORGANIZATION, DO NOT EXCEED 10% OF
THE TOTAL RESERVES AND LIABILITIES OF THE INSURANCE COMPANY GENERAL ACCOUNT
(EXCLUSIVE OF SEPARATE ACCOUNT LIABILITIES), PLUS SURPLUS AS SET FORTH IN THE
NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS ANNUAL STATEMENT FILED WITH THE
STATE OF DOMICILE OF THE INSURER OR (iv) IS A PLAN ACQUIRING THE SECURITY WITH
ASSETS OVER WHICH AN IN-HOUSE ASSET MANAGER (WITHIN THE MEANING OF PART IV(a) OF
PTE 96-23) HAS DISCRETIONARY AUTHORITY, UNDER CIRCUMSTANCES SUCH THAT PTE 96-23
IS APPLICABLE TO THE PURCHASE AND HOLDING OF THE SECURITY.
RIGGS NATIONAL CORPORATION
8 7/8% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES,
SERIES C, DUE MARCH 15, 2027
CUSIP________
No. $[_]
RIGGS NATIONAL CORPORATION, a corporation organized and existing under the
laws of Delaware (hereinafter called the "Corporation", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _____________________ or registered assigns,
the principal sum of _________________ or such other principal amount as may be
set forth in the records of the Securities Registrar hereinafter referred to in
accordance with the Indenture, plus accrued interest on March 15, 2027 subject
to a Maturity Advancement, as defined herein. The Corporation further promises
to pay interest on said principal sum from March 12, 1997 or from the most
recent date (each such date, an "Interest Payment Date") to which interest has
been paid or duly provided for, semi-annually (subject to deferral as set forth
herein) in arrears on June 30 and December 31 of each year, commencing on June
30, 1997 at the rate of 87/8% per annum, until the principal hereof shall have
become due and payable, plus Additional Interest, if any, until the principal
hereof is paid or duly provided for or made available for payment and on any
overdue principal and (without duplication and to the
20
<PAGE>
extent that payment of such interest is enforceable under applicable law) on any
overdue installment of interest at the rate of 8 7/8% per annum, compounded
semi-annually. The amount of interest payable for any period less than a full
interest period shall be computed on the basis of twelve 30-day months and a
360-day year. In the event that any date on which interest is payable on this
Security is not a Business Day, then a payment of the interest payable on such
date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on the date the payment was originally payable.
A "Business Day" shall have the meaning assigned thereto in the Indenture. The
interest installment so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities is
registered at the close of business on the Regular Record Date for such interest
installment. Any such interest installment not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
So long as no Event of Default has occurred and is continuing, the
Corporation shall have the right at any time during the term of this Security to
defer payment of interest on this Security, at any time or from time to time,
for a period not exceeding 10 consecutive semi-annual interest payment periods
with respect to each deferral period (each an "Extension Period"), and at the
end of which the Corporation shall pay all interest then accrued and unpaid plus
interest thereon at the rate of 8 7/8% per annum, compounded semi-annually, to
the extent permitted by applicable law ("Additional Interest"); provided,
however, that no Extension Period shall extend beyond the Stated Maturity of the
principal of this Security; provided, further, that during any such Extension
Period, the Corporation shall not, and shall not permit any Subsidiary of the
Corporation to, (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of the
Corporation's capital stock or (ii) make any payment of principal, interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Corporation (including the Series A Subordinated Debentures) that rank pari
passu with or junior in right of payment to this Security or (iii) make any
guarantee payments with respect to any guarantee by the Corporation of the debt
securities of any Subsidiary of the Corporation if such guarantee ranks pari
passu with or junior in right of payment to this Security (other than (a)
dividends or distributions in Common Stock, (b) any declaration of a dividend in
connection with the implementation of a Rights Plan, the issuance of any Common
Stock or any class or series of preferred stock of the Corporation under any
Rights Plan in the future or the
21
<PAGE>
redemption or repurchase of any rights distributed pursuant thereto, (c)
payments under the Riggs Capital II Guarantee, and (d) purchases of Common Stock
related to the issuance of Common Stock or rights under any of the Corporation's
benefit plans for its directors, officers or employees that were entered into
prior to the commencement of such Extension Period). Prior to the termination of
any such Extension Period, the Corporation may further defer the payment of
interest on the Securities, provided that no Extension Period shall exceed 10
consecutive semi-annual periods or extend beyond the Stated Maturity of the
principal of this Security. Upon the termination of any such Extension Period
and upon the payment of all interest then accrued and unpaid (together with any
Additional Interest) on any Interest Payment Date, the Corporation may elect to
begin a new Extension Period, subject to the above requirements. No interest
shall be due and payable during an Extension Period except at the end thereof.
The Corporation shall give the Property Trustee, the Administrative Trustee and
the Trustee notice of its election to begin any Extension Period at least one
Business Day prior to the earlier of (i) the date interest on the Securities
would have been payable except for the election to begin such Extension Period
or (ii) the date the Administrative Trustees are required to give notice to DTC
or an applicable self-regulatory organization or to holders of the Preferred
Securities as of the record date or the date Distributions on the Preferred
Securities are payable, but in any event not less than one Business Day prior to
such record date. Subject to the above requirements, there is no limitation on
the number of times the Corporation may elect to begin an Extension Period.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Trustee in The City of New
York or at the offices of such Paying Agents or Agents as the Corporation may
designate from time to time outside the United States, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private indebtedness; provided, however, that at the
option of the Corporation payment of interest may be made (i) except in the
event that this Security is held in the name of the Property Trustee, by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Securities Register or (ii) by wire transfer in immediately
available funds at such place and to such account as may be designated in
writing at least 15 days prior to the relevant Interest Payment Date by the
Person entitled thereto as specified in the Securities Register.
The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, subordinate and junior in right of payment to the prior payment
in full of all Senior Debt, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder hereof by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such actions as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, waives all notice of the acceptance of
the subordination provisions contained herein and in the Indenture by each
holder of Senior Debt, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.
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<PAGE>
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly
executed under its corporate seal.
RIGGS NATIONAL CORPORATION
By:_________________________________________
[President, Vice President, Treasurer or
Assistant Treasurer]
Attest:
Section 2.3. Form of Reverse of Security.
This Security is one of a duly authorized issue of securities of the
Corporation designated as its 8 7/8% Junior Subordinated Deferrable Interest
Debentures, Series C, Due March 15, 2027 (herein called the "Securities"),
limited in aggregate principal amount to $206,186,000 issued and to be issued
under a Junior Subordinated Indenture, dated as of March 12, 1997 (herein called
the "Indenture"), between the Corporation and The Bank of New York, as Trustee
(herein called the "Trustee"), which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Trustee, the Corporation and
the Holders of the Securities, and of the terms upon which the Securities are,
and are to be, authenticated and delivered.
All terms used in this Security that are defined in the Indenture or in the
Amended and Restated Trust Agreement, dated as of March 12, 1997, as amended
(the "Trust Agreement"), for Riggs Capital II, entered into among Riggs National
Corporation, as Depositor, and the Trustees named therein and the Holders from
time to time thereunder, shall have the meanings assigned to them in the
Indenture or the Trust Agreement, as the case may be. In the case of conflict
23
<PAGE>
between the Indenture and the Trust Agreement, the meanings assigned in the
Indenture shall apply.
The Corporation may, at its option, on or after March 15, 2007, subject to
the Corporation having received prior approval of the Federal Reserve if then
required under applicable capital guidelines or policies and subject to the
terms and conditions of Article XI of the Indenture, redeem this Security in
whole at any time or in part from time to time, at the following Redemption
Prices (expressed as percentages of the principal amount), plus, in each case,
accrued interest thereon to the date of redemption. If redeemed during the
twelve-month period beginning March 15 in the year indicated,
<TABLE>
<CAPTION>
Date Redemption Price
---- ----------------
<S> <C>
2007 104.438%
2008 103.994%
2009 103.550%
2010 103.106%
2011 102.663%
2012 102.219%
2013 101.775%
2014 101.331%
2015 100.888%
2016 100.444%
2017 and thereafter 100.000%
</TABLE>
If a Tax Event occurs and is continuing and (i) in the opinion of counsel
to the Corporation experienced in such matters, there would in all cases, after
effecting the termination of Riggs Capital II and the distribution of the
Securities to the holders of the Preferred Securities in exchange therefor upon
liquidation of Riggs Capital II, as contemplated by Section 9.2 of the Trust
Agreement, be more than an insubstantial risk that an Adverse Tax Consequence
would continue to exist, or; (ii) the Securities are not held by the Property
Trustee, then the Corporation shall have the right (a) to shorten the Stated
Maturity of the Securities to the minimum extent required, but in any event to a
date not earlier than March 12, 2012 (the action referred to in this clause (a)
being referred to herein as a "Maturity Advancement"), such that, in the opinion
of counsel to the Corporation experienced in such matters, after effecting an
Maturity Advancement, interest paid on the Securities would be deductible for
United States federal income tax purposes, or (b) if in the opinion of counsel
to the Corporation experienced in such matters, there would in all cases, after
effecting a Maturity Advancement be more than an insubstantial risk that an
Adverse Tax Consequence would continue to exist, to redeem the Securities, in
whole but not in part, at any time within 90 days following the occurrence of
the Tax Event at a redemption price equal to 100% of the principal amount
thereof plus accrued and unpaid interest thereon to the Redemption Date.
24
<PAGE>
If a Capital Treatment Event occurs and is continuing, the Corporation
shall have the right to redeem the Securities, in whole but not in part, at any
time within 90 days following the occurrence of the Capital Treatment Event at a
redemption price equal to the Make-Whole Amount plus accrued and unpaid interest
on the Securities to the date fixed for redemption.
In the event of redemption of this Security in part only, a new Security or
Securities for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.
This Security and the obligations represented hereby are not senior or
superior in right of payment to the Series A Subordinated Debentures but rank
pari passu therewith.
The Indenture contains provisions for satisfaction and discharge of the
entire indebtedness of this Security upon compliance by the Corporation with
certain conditions set forth in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
Corporation and the Trustee at any time to enter into a supplemental indenture
or indentures for the purpose of modifying in any manner the rights and
obligations of the Corporation and of the Holders of the Securities, with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities to be affected by such supplemental indenture. The
Indenture also contains provisions permitting Holders of specified percentages
in principal amount of the Securities at the time Outstanding, on behalf of the
Holders of all Securities, to waive compliance by the Corporation with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, if an Event
of Default with respect to the Securities at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Securities may declare the
principal amount of all the Securities to be due and payable immediately, by a
notice in writing to the Corporation (and to the Trustee if given by Holders),
provided that, so long as the Securities are held by the Property Trustee, if
upon an Event of Default, the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities fails to declare the principal of
all the Securities to be immediately due and payable, the holders of at least
25% in aggregate Liquidation Amount of the Preferred Securities of Riggs Capital
II then outstanding shall have such right by a notice in writing to the
Corporation and the Trustee; and upon any such declaration the principal amount
of and the accrued interest (including any Additional Interest) on all the
Securities shall become immediately due and payable, provided
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<PAGE>
that the payment of principal and interest (including any Additional Interest)
on such Securities shall remain subordinated to the extent provided in Article
XII of the Indenture.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Corporation, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to the limitations therein set
forth, the transfer of this Security is registrable in the Securities Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Corporation maintained under Section 10.2 of the Indenture duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Corporation and the Securities Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees. No
service charge shall be made for any such registration of transfer or exchange,
but the Corporation may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Corporation, the Trustee and any agent of the Corporation or the Trustee shall
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue, and neither the
Corporation, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Securities are issuable only in registered form without coupons in
minimum denominations of $100,000 and any integral multiples of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities are exchangeable for a like aggregate principal amount of
Securities of a different authorized denomination, as requested by the Holder
surrendering the same.
The Corporation and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for United States federal, state and local
tax purposes it is intended that this Security constitute indebtedness.
THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT
OF LAW PRINCIPLES THEREOF.
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<PAGE>
Section 2.4. Additional Provisions Required in Global Security.
Any Global Security issued hereunder shall, in addition to the provisions
contained in Sections 2.2 and 2.3, bear a legend in substantially the following
form:
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY.
Section 2.5. Form of Trustee's Certificate of Authentication.
This is one of the Securities referred to in the within mentioned
Indenture.
Dated:
The Bank of New York
as Trustee
By:________________________________
Authorized Signatory
ARTICLE III
THE SECURITIES
Section 3.1. Title and Terms.
The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is limited to $206,186,000 except for Securities
authenticated and delivered upon registration of, transfer of, or in exchange
for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 9.6 or
11.6.
The Securities shall be known and designated as the 8 7/8 Junior
Subordinated Deferrable Interest Debentures, Series C, due 2027, of the
Corporation. Their Stated Maturity shall be March 15, 2027, and they shall bear
interest at the rate of 8 7/8% per annum, from March 12, 1997 or from the most
recent Interest Payment Due to which interest has been paid or duly provided
for,
27
<PAGE>
as the case may be, payable semi-annually in arrears on June 30 and December 31,
commencing June 30, 1997, until the principal thereof is paid or made available
for payment.
The principal of (and premium, if any) and interest on the Securities shall
be payable at the office or agency of the Corporation in New York, New York
maintained for such purpose and at any other office or agency maintained by the
Corporation for such purpose; provided, however, that at the option of the
Corporation payment of interest may be made (i) by check mailed to the address
of the Person entitled thereto as such address shall appear in the Securities
Register or (ii) by wire transfer in immediately available funds at such place
and to such account as may be designated in writing at least 15 days prior to
the relevant Interest Payment Date by the person entitled thereto as specified
in the Securities Register.
The Securities shall be redeemable as provided in Article XI.
The Securities shall be subordinated in right of payment to Senior Debt as
provided in Article XII.
All Securities shall be substantially identical except as to denomination
and except as may otherwise be provided herein.
Section 3.2. Denominations.
The Securities shall be in registered form without coupons and shall be
issuable in denominations of $100,000 and any integral multiple of $1,000 in
excess thereof.
Section 3.3. Execution, Authentication, Delivery and Dating.
The Securities shall be executed on behalf of the Corporation by its
President, one of its Vice Presidents, its Treasurer or an Assistant Treasurer
under its corporate seal reproduced or impressed thereon and attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.
Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Corporation shall bind the
Corporation, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities. At any time and from
time to time after the execution and delivery of this Indenture, the Corporation
may deliver the Securities executed by the Corporation to the Trustee for
authentication, together with a Corporation Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Corporation
Order shall authenticate and deliver such Securities as in this Indenture
provided and not otherwise.
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Each Security shall be dated the date of its authentication.
No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
signatories, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the
Corporation, and the Corporation shall deliver such Security to the Trustee for
cancellation as provided in Section 3.9, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.
Section 3.4. Global Securities.
The Securities shall be delivered initially in the form of a Global
Security in the name of the Property Trustee (or its nominee on behalf of the
holders of the Trust Securities). Each Global Security issued under this
Indenture shall be registered in the name of the Property Trustee initially and
thereafter the Depositary designated for such Global Security or a nominee
thereof and delivered to such Depositary or a nominee thereof or custodian
therefor, and each such Global Security shall constitute a single Security for
all purposes of this Indenture.
Notwithstanding any other provision in this Indenture, a Global Security is
not exchangeable in whole or in part for Securities registered, and no transfer
of a Global Security in whole or in part may be registered, in the name of any
Person other than the Depositary for such Global Security or a nominee thereof
unless (A) such Depositary (i) has notified the Corporation that it is unwilling
or unable to continue as Depositary for such Global Security or (ii) has ceased
to be a clearing agency registered under the Exchange Act at a time when the
Depositary is required to be so registered to act as Depositary, in either case
unless the Corporation has approved a successor Depositary within 90 days, (B)
there shall have occurred and be continuing an Event of Default with respect to
such Global Security or, (C) the Corporation executes and delivers to the
Trustee a Corporation Order stating that the Corporation elects to terminate the
book-entry system through the Depositary.
If any Global Security is to be exchanged for other Securities or canceled
in whole, it shall be surrendered by or on behalf of the Depositary or its
nominee to the Trustee, as Securities Registrar, for exchange or cancellation as
provided in this Article III. If any Global Security is to be exchanged for
other Securities or canceled in part, or if another Security is to be exchanged
in whole or in part for a beneficial interest in any Global Security, then
either (i) such Global Security shall be so surrendered for exchange or
cancellation as provided in this Article III or (ii) the principal amount
thereof shall be reduced or increased by an amount equal to the portion
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thereof to be so exchanged or canceled, or equal to the principal amount of such
other Security to be so exchanged for a beneficial interest therein, as the case
may be, by means of an appropriate adjustment made on the records of the
Securities Registrar, whereupon the Trustee, in accordance with the Applicable
Procedures, shall instruct the Depositary or its authorized representative to
make a corresponding adjustment to its records. Upon any such surrender or
adjustment of a Global Security, the Trustee shall, subject to Section 3.5(b)
and as otherwise provided in this Article III, authenticate and deliver any
Securities issuable in exchange for such Global Security (or any portion
thereof) to or upon the order of, and registered in such names as may be
directed by, the Depositary or its authorized representative. Upon the request
of the Trustee in connection with the occurrence of any of the events specified
in Section 3.5(b), the Company shall promptly make available to the Trustee a
reasonable supply of Securities that are not in the form of Global Securities.
The Trustee shall be entitled to rely upon any order, direction or request of
the Depositary or its authorized representative which is given or made pursuant
to this Article III if such order, direction or request is given or made in
accordance with the Applicable Procedures.
Every Security authenticated and delivered upon registration of transfer
of, or in exchange for or in lieu of, a Global Security or any portion thereof,
whether pursuant to this Section, Section 3.6, 9.6 or 11.6 or otherwise, shall
be authenticated and delivered in the form of, and shall be, a Global Security,
unless such Security will be upon such issuance registered in the name of a
Person other than the Depositary for such Global Security or a nominee thereof
in accordance with the preceeding paragraph. In the event of a distribution of
the Securities in connection with the termination or liquidation of Riggs
Capital II as contemplated by Section 9.2 of the Trust Agreement, the Depositary
shall be as designated in writing from time to time by the Corporation to the
Trustee.
Section 3.5. Registration and Registration of Transfer and Exchange
Generally; Certain Transfers and Exchanges; Securities Act Legends.
(a) Registration and Registration of Transfer and Exchange Generally. The
----------------------------------------------------------------
Corporation shall cause to be kept at the Corporate Trust Office of the Trustee
a register in which, subject to such reasonable regulations as it may prescribe,
the Corporation shall provide for the registration of Securities and of
transfers of Securities. Such register is herein sometimes referred to as the
"Securities Register". The Trustee is hereby appointed "Securities Registrar"
for the purpose of registering Securities and transfers of Securities as herein
provided.
Subject to the limitations in Section 3.4, upon surrender for registration
of transfer of any Security at the office or agency of the Corporation
designated for that purpose, the Corporation shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of any authorized denominations, of a
like
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aggregate principal amount, of the same Original Issue Date and Stated Maturity
and having the same terms and bearing such restrictive legends as may be
required by this Indenture.
At the option of the Holder and subject to Section 3.4, Securities may be
exchanged for other Securities of any authorized denominations, of a like
aggregate principal amount, of the same Original Issue Date and Stated Maturity
and having the same terms and bearing such restrictive legends as may be
required by this Indenture, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any securities are so surrendered for exchange,
the Corporation shall execute, and the Trustee shall authenticate and deliver,
the Securities which the Holder making the exchange is entitled to receive.
All Securities issued upon any transfer or exchange of Securities shall be
the valid obligations of the Corporation, evidencing the same indebtedness, and
entitled to the same benefits under this Indenture, as the Securities
surrendered upon such transfer or exchange.
Every Security presented or surrendered for transfer or exchange shall (if
so required by the Corporation or the Securities Registrar) be duly endorsed, or
be accompanied by a written instrument of transfer in form satisfactory to the
Corporation and the Securities Registrar, duly executed by the Holder thereof or
his attorney duly authorized in writing.
No service charge shall be made to a Holder for any transfer or exchange of
Securities, but the Corporation may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Securities.
Neither the Corporation nor the Trustee shall be required, pursuant to the
provisions of this Section, (a) to issue, transfer or exchange any Security
during a period beginning at the opening of business 15 days before the day of
mailing of a notice of for redemption of Securities pursuant to Article XI and
ending at the close of business on the day of mailing of such notice of
redemption or (b) to transfer or exchange any Security so selected for
redemption in whole or in part, except, in the case of any Security to be
redeemed in part, any portion thereof not to be redeemed.
(b) Certain Transfers and Exchanges. In the event Securities are
-------------------------------
distributed to Holders of Preferred Securities other than the Property Trustee
in exchange therefor in connection with a termination or liquidation of Riggs
Capital II, as contemplated by Section 9.2 of the Trust Agreement, the
restrictions upon transfer and exchange of Preferred Securities set forth in
Section 5.5(b) and (c) of the Trust Agreement shall apply to transfers and
exchanges of the Securities, mutatis mutandis, unless the Corporation determines
that any such restrictions are not required.
(c) Securities Act Legends. In the event Securities are distributed to
----------------------
Holders of Preferred Securities other than the Property Trustee in exchange
therefor, as contemplated by Section 9.2
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of the Trust Agreement, the requirements for the Securities Act Legends provided
for in Section 5.5(c) of the Trust Agreement shall apply to the Securities,
mutatis mutandis, unless the Corporation determines that any such Securities Act
Legends are not required.
The Trustee shall not be required to insure or verify compliance with
securities laws, including the Securities Act, Exchange Act and 1940 Act, in
connection with transfers and exchanges of the Securities.
(d) No Obligation of the Trustee.
-----------------------------
(i) The Trustee shall have no responsibility or obligation to any owner of
beneficial interest in a Global Security, a Participant in the Depositary
or other Person with respect to the accuracy of the records of the
Depositary or its nominee or of any Participant thereof, with respect to
any ownership interest in the Securities or with respect to the delivery to
any Participant, beneficial owner or other Person (other than the
Depositary) of any notice (including any notice of redemption) or the
payment of any amount, under or with respect to such Securities. All
notices and communications to be given to the Holders and all payments to
be made to Holders under the Securities shall be given or made only to or
upon the order of the registered Holders (which shall be the Depositary or
its nominee in the case of a Global Security). The rights of beneficial
owners in any Global Security shall be exercised only through the
Depositary subject to the applicable rules and procedures of the
Depositary. The Trustee may conclusively rely and shall be exercised only
through the Depositary subject to the applicable rules and procedures of
the Depositary. The Trustee may conclusively rely and shall be fully
protected in relying upon information furnished by the Depositary or any
agent thereof with respect to its Participants and any beneficial owners.
(ii) The Trustee and Registrar shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any
transfer of any interest in any Security (including any transfers between
or among Depositary Participants or owners of beneficial interests in any
Global Security) other than to require delivery of such certificates and
other documentation or evidence as are expressly required by, and to do so
if and when expressly required by, the terms of this Indenture, and to
examine the same to determine substantial compliance as to form with the
express requirements hereof.
Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities.
If any mutilated Security is surrendered to the Trustee together with such
security or indemnity as may be required by the Corporation or the Trustee to
save each of them harmless, the Corporation shall execute and the Trustee shall
authenticate and deliver in exchange therefor
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a new Security of the same issue of like tenor and principal amount, having the
same Original Issue Date and Stated Maturity, and bearing a number not
contemporaneously outstanding.
If there shall be delivered to the Corporation and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security, and (ii) such security or indemnity as may be required by them to save
each of them harmless, then, in the absence of notice to the Corporation or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Corporation shall execute and upon its request the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and principal amount, having the same Original Issue Date
and Stated Maturity as such destroyed, lost or stolen Security, and bearing a
number not contemporaneously outstanding.
In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Corporation in its discretion may,
instead of issuing a new Security, pay such Security.
Upon the issuance of any new Security under this Section, the Corporation
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 Trustee) connected therewith.
Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Corporation, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued 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 or
payment of mutilated, destroyed, lost or stolen Securities.
Section 3.7. Payment of Interest; Interest Rights Preserved.
Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date, shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest in respect of the
Securities, except that, interest payable on the Stated Maturity of the
principal of a Security shall be paid to the Person to whom principal is paid.
Any interest on any Security which is payable, but is not timely paid or
duly provided for, on any Interest Payment Date for the Securities (herein
called "Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on the relevant Regular Record Date by virtue of
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having been such Holder, and such Defaulted Interest may be paid by the
Corporation, at its election in each case, as provided in Clause (1) or (2)
below:
(1) The Corporation may elect to make payment of any Defaulted Interest to
the Persons in whose names the Securities in respect of which interest is in
default (or their respective Predecessor Securities) are registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. The Corporation shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Security and the date of the proposed payment, and at the same time the
Corporation shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Corporation of such Special Record Date and,
in the name and at the expense of the Corporation, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor
to be mailed, first class, postage prepaid, to each Holder of a Security at the
address of such Holder as it appears in the Securities Register not less than 10
days prior to such Special Record Date. The Trustee may, in its discretion, in
the name and at the expense of the Corporation, cause a similar notice to be
published at least once in a newspaper, customarily published in the English
language on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, but such publication shall not be a condition
precedent to the establishment of such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor
having been mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names the Securities (or their respective Predecessor
Securities) are registered on such Special Record Date and shall no longer be
payable pursuant to the following Clause (2).
(2) The Corporation may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities in respect of which interest is in default may be listed
and, upon such notice as may be required by such exchange (or by the Trustee if
the Securities are not listed), if, after notice given by the Corporation to the
Trustee of the proposed payment pursuant to this Clause, such payment shall be
deemed practicable by the Trustee. Any interest on any Security which is
deferred or extended pursuant to Section 3.11 shall not be Defaulted Interest
for the purposes of this Section 3.7.
Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.
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Section 3.8. Persons Deemed Owners.
The Corporation, the Trustee and any agent of the Corporation or the
Trustee may treat the Person in whose name any Security is registered as the
owner of such Security for the purpose of receiving payment of principal of
(premium, if any) and (subject to Section 3.7) any interest on such Security and
for all other purposes whatsoever, whether or not such Security be overdue, and
neither the Corporation, the Trustee nor any agent of the Corporation or the
Trustee shall be affected by notice to the contrary.
No holder of any beneficial interest in any Global Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such Global Security, and such Depository may be treated by the Corporation,
the Trustee and any agent of the Corporation or the Trustee as the owner of such
Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Corporation, the Trustee or any agent of the
Corporation or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by a Depository or impair, as between a
Depository and such holders of beneficial interests, the operation of customary
practices governing the exercise of the rights of the Depository (or its
nominee) as Holder of any Security.
Section 3.9. Cancellation.
All Securities surrendered for payment, redemption, transfer or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee, and any such Securities and Securities surrendered directly to the
Trustee for any such purpose shall be promptly canceled by it. The Corporation
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Corporation may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture.
Section 3.10. Computation of Interest.
Interest on the Securities for any period less than a full interest period
shall be computed on the basis of a 360-day year of twelve 30-day months. The
amount of Distributions for any partial period shall be computed on the basis of
the number of days elapsed in a 360-day year of twelve 30-day months.
Section 3.11. Deferrals of Interest Payment Dates.
So long as no Event of Default has occurred and is continuing, the
Corporation shall have the right, at any time during the term of the Securities,
from time to time to defer the payment of interest on the Securities for a
period not exceeding 10 consecutive semi-annual periods (each, an
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"Extension Period") during which Extension Periods the Corporation shall have
the right to make partial payments of interest on any Interest Payment Date. No
Extension Period shall end on a date other than an Interest Payment Date. At the
end of any such Extension Period the Corporation shall pay all interest then
accrued and unpaid on the Securities (together with Additional Interest, if
any); provided, however, that no Extension Period shall extend beyond the Stated
Maturity of the principal of the Securities; provided, further, that during any
such Extension Period, the Corporation shall not, and shall not permit any
Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of the
Corporation's capital stock, or (ii) make any payment of principal, interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Corporation (including Series A Subordinated Debentures) that rank pari passu in
all respects with or junior in interest to the Securities or make any guarantee
payments with respect to any guarantee by the Corporation of the debt securities
of any Subsidiary of the Corporation if such guarantee ranks pari passu with or
junior in right of payment to the securities (other than (a) dividends or
distributions in Common Stock, (b) any declaration of a dividend in connection
with the implementation of a Rights Plan, or the issuance of any Common Stock of
any class or series of preferred stock of the Corporation under any Rights Plan
in the future or the redemption or repurchase of any rights pursuant thereto,
(c) payments under the Riggs Capital II Guarantee, and (d) purchases of Common
Stock related to the issuance of Common Stock or rights under any of the
Corporation's benefit plans for its directors, officers or employees that was
entered into prior to the commencement of such Extension Period). Prior to the
termination of any such Extension Period, the Corporation may further defer the
payment of interest on the Securities, provided that no Extension Period shall
exceed 10 consecutive semi-annual periods or extend beyond the Stated Maturity
of the principal of such Securities. Upon the termination of any Extension
Period and upon the payment of all amounts then due on any Interest Payment
Date, the Corporation may elect to begin a new Extension Period, subject to the
above requirements. No interest shall be due and payable during an Extension
Period, except at the end thereof. The Corporation shall give the Property
Trustee, the Administrative Trustee and the Trustee written notice of its
election to begin any such Extension Period at least one Business Day prior to
the earlier of (i) the date interest on the Securities would have been payable
except for the election to begin such Extension Period or (ii) the date the
Administrative Trustees are required to give notice to DTC or applicable self-
regulatory organization or to holders of the Preferred Securities as of the
record date or the date such Distributions on the Preferred Securities are
payable, but in any event not less than one Business Day prior to such record
date.
The Trustee, in the name of and at the expense of the Corporation, shall
promptly give notice of the Corporation's election to begin any such Extension
Period to the Holders of the Outstanding Securities. Payments of any amounts of
deferred interest and Additional Interest accrued during an Extension Period
shall be made to the Holder of the Securities on the next Record Date for the
Interest Payment Date following the termination of such Extension Period.
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Section 3.12. Right of Set-Off.
So long as the Securities are held by the Property Trustee, notwithstanding
anything to the contrary herein, the Corporation shall have the right to set-off
any payment it is otherwise required to make thereunder in respect of any such
Security to the extent the Corporation has theretofore made, or is concurrently
on the date of such payment making, a payment under the Riggs Capital II
Guarantee relating to such Security or under Section 5.8 hereof or, to the
extent not otherwise accounted for, any payment to holders of Preferred
Securities as contemplated by Section 5.8.
Section 3.13. Agreed Tax Treatment.
Each Security issued hereunder shall provide that the Corporation and, by
its acceptance of a Security or a beneficial interest therein, the Holder of,
and any Person that acquires a beneficial interest in, such Security agree that
for United States federal, state and local tax purposes it is intended that such
Security constitutes indebtedness.
Section 3.14. CUSIP Numbers.
The Corporation in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption or other related material as a convenience to Holders; provided
that any such notice or other related material may state that no representation
is made as to the correctness of such numbers either as printed on the
Securities or as contained in any notice of redemption or other related material
and that reliance may be placed only on the other identification numbers printed
on the Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers. The Corporation will promptly notify the Trustee
of any changes in the CUSIP numbers.
ARTICLE IV
SATISFACTION AND DISCHARGE
Section 4.1. Satisfaction and Discharge of Indenture.
This Indenture shall, upon Corporation Request, cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for and as otherwise provided
in this Section 4.1) and the Trustee, on demand of and at the expense of the
Corporation, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when
(1) either
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(A) all Securities theretofore authenticated and delivered (other than (i)
Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 3.6 and (ii) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Corporation and thereafter repaid to the Corporation or discharged
from such trust, as provided in Section 10.3) have been delivered to the Trustee
for cancellation; or
(B) all such Securities not theretofore delivered to the Trustee for
cancellation
(i) have become due and payable, or
(ii) will become due and payable at their Stated Maturity within one
year of the date of deposit, or
(iii) are to be called for redemption within one year by the Trustee
in the name, and at the expense, of the Corporation,
and the Corporation, in the case of Clause (B) (i), (ii) or (iii)
above, has deposited or caused to be deposited with the Trustee as
trust funds in trust for such purpose an amount in the currency or
currencies in which the Securities are payable sufficient to pay and
discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal (and premium,
if any) and interest (including any Additional Interest) to the date
of such deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may
be;
(2) the Corporation has paid or caused to be paid all other sums payable
hereunder by the Corporation; and
(3) the Corporation has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have
been complied with.
Notwithstanding the satisfaction and discharge or termination of this Indenture,
or the earlier resignation or removal of the Trustee or any Authenticating
Agent, the obligations of the Corporation to the Trustee under Section 6.7, the
obligations of the Corporation to any Authenticating Agent under Section 6.14
and, if money shall have been deposited with the Trustee pursuant to subclause
(B) of clause (1) of this Section, the obligations of the Trustee under Section
4.2 and the last paragraph of Section 10.3 shall survive.
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Section 4.2. Application of Trust Money.
Subject to the provisions of the last paragraph of Section 10.3, all money
deposited with the Trustee pursuant to Section 4.1 shall be held in trust and
applied by the Trustee, in accordance with the provisions of the Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Corporation acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for the payment of which such money or obligations have been
deposited with or received by the Trustee.
ARTICLE V
REMEDIES
Section 5.1. Events of Default.
"Event of Default", wherever used herein with respect to the Securities,
means any one of the following events that has occurred and is continuing
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(1) failure to pay any interest upon any Security, including any Additional
Interest in respect thereof, when it becomes due and payable, and continuance of
such default for a period of 30 days (subject to the deferral of any Interest
Payment Date in the case of an Extension Period); or
(2) failure to pay the principal of (or premium, if any, on) any Security
when due, whether at maturity, upon redemption by declaration or otherwise; or
(3) failure to observe or perform, in any material respect, any covenant of
the Corporation in this Indenture (other than a covenant a default in the
performance of which or the breach of which is elsewhere in this Section
specifically dealt with), and continuance of such default or breach for a period
of 90 days after there has been given, by registered or certified mail, to the
Corporation by the Trustee or to the Corporation and the Trustee by the Holders
of at least 25% in principal amount of the Outstanding Securities a written
notice specifying such failure to observe or perform and requiring it to be
remedied; or
(4) the entry of a decree or order for relief in respect of the Corporation
by a court having jurisdiction in the premises in an involuntary case under
federal or state bankruptcy laws, as now or hereafter constituted, and the
continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days; or
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(5) the commencement by the Corporation of a voluntary case under federal
or state bankruptcy laws, as now or hereafter constituted, or the consent by the
Corporation to the entry of a decree or order for relief in an involuntary case
under any such laws.
Section 5.2. Acceleration of Maturity; Rescission and Annulment.
If an Event of Default (other than an Event of Default specified in Section
5.1(4) or 5.1(5)) with respect to the Securities at the time Outstanding occurs
and is continuing, then and in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities may immediately
declare the principal amount of all the Securities to be due and payable
immediately, by a notice in writing to the Corporation (and to the Trustee if
given by Holders), provided that, so long as the Securities are held by the
Property Trustee if, upon an Event of Default, the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities fail to declare
the principal of all the Securities to be immediately due and payable, the
holders of at least 25% in aggregate Liquidation Amount (as defined in the
related Trust Agreement) of the corresponding Preferred Securities then
outstanding shall have such right by a notice in writing to the Corporation and
the Trustee; and upon any such declaration such principal amount (or specified
portion thereof) of and the accrued interest (including any Additional Interest)
on all the Securities shall become immediately due and payable. Payment of
principal (premium, if any) and interest (including any Additional Interest) on
such Securities shall remain subordinated to the extent provided in Article XII
notwithstanding that such amount shall become immediately due and payable as
herein provided. If an Event of Default specified in Section 5.1(4) or 5.1(5)
with respect to the Securities at the time Outstanding occurs, the principal
amount of all the Securities shall automatically, and without any declaration or
other action on the part of the Trustee or any Holder, become immediately due
and payable.
At any time after such a declaration of acceleration with respect to the
Securities has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in principal amount of the Outstanding
Securities, by written notice to the Corporation and the Trustee, may rescind
and annul such declaration and its consequences if:
(1) the Corporation has paid or deposited with the Trustee a sum
sufficient to pay:
(A) all overdue installments of interest (including any Additional
Interest) on all the Securities,
(B) the principal of (and premium, if any, on) any Securities which
have become due otherwise than by such declaration of acceleration and interest
thereon at the rate borne by the Securities, and
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(C) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, fees, disbursements and advances of the Trustee, its
agents and counsel; and
(2) all Events of Default with respect to the Securities, other than the non-
payment of the principal of the Securities which has become due solely by such
acceleration, have been cured or waived as provided in Section 5.13.
In the case of Securities held by the Property Trustee, the holders of a
majority in aggregate Liquidation Amount (as defined in the related Trust
Agreement) of the related Preferred Securities issued by Riggs Capital II shall
also have the right to rescind and annul such declaration and its consequences
by written notice to the Corporation and the Trustee, subject to the
satisfaction of the conditions set forth in Clauses (1) and (2) above of this
Section 5.2.
No such rescission shall affect any subsequent default or impair any right
consequent thereon
Section 5.3. Collection of Debt and Suits for Enforcement by Trustee.
The Corporation covenants that if:
(1) default is made in the payment of any installment of interest (including
any Additional Interest) on any Security when such interest becomes due and
payable and such default continues for a period of 30 days, or
(2) default is made in the payment of the principal of (and premium, if any,
on) any Security at the Maturity thereof,
the Corporation will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal, (and premium, if any) and interest (including
any Additional Interest); and, in addition thereto, all amounts owing the
Trustee under Section 6.7.
If the Corporation fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Corporation or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Corporation or any other obligor upon the Securities,
wherever situated.
If an Event of Default with respect to the Securities occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this
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Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.
Section 5.4. Trustee May File Proofs of Claim.
In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Corporation or any other obligor upon the
Securities or the property of the Corporation or of such other obligor or their
creditors,
(a) the Trustee (irrespective of whether the principal of the Securities shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the
Corporation for the payment of overdue principal (and premium, if any) or
interest (including any Additional Interest)) shall be entitled and empowered,
by intervention in such proceeding or otherwise,
(i) to file and prove a claim for the whole amount of principal (and
premium, if any) and interest (including any Additional Interest) owing and
unpaid in respect to the Securities and to file such other papers or documents
as may be necessary or advisable and to take any and all actions as are
authorized under the Trust Indenture Act in order to have the claims of the
Holders and any predecessor to the Trustee under Section 6.7 allowed in any such
judicial proceedings; and
(ii) in particular, the Trustee shall be authorized to collect and receive
any moneys or other property payable or deliverable on any such claims and to
distribute the same in accordance with Section 5.6; and
(b) any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee for distribution in accordance
with Section 5.6, and in the event that the Trustee shall consent to the making
of such payments directly to the Holders, to pay to the Trustee any amount due
to it and any predecessor Trustee under Section 6.7.
Nothing herein contained shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.
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Section 5.5. Trustee May Enforce Claims Without Possession of Securities.
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of all the amounts owing the Trustee and any predecessor Trustee
under Section 6.7, its agents and counsel, be for the ratable benefit of the
Holders of the Securities in respect of which such judgment has been recovered.
Section 5.6. Application of Money Collected.
Any money or property collected or to be applied by the Trustee with respect
to the Securities pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money or property on account of principal (or premium, if
any) or interest (including any Additional Interest), upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:
FIRST: To the payment of all amounts due the Trustee and any predecessor
Trustee;
SECOND: Subject to Article XII, to the payment of the amounts then due and
unpaid upon the Securities for principal (and premium, if any) and interest
(including any Additional Interest), in respect of which or for the benefit of
which such money has been collected, ratably, without preference or priority of
any kind, according to the amounts due and payable on the Securities for
principal (and premium, if any) and interest (including any Additional
Interest), respectively; and
THIRD: The balance, if any, to the Person or Persons entitled thereto.
Section 5.7. Limitation on Suits.
No Holder of Securities shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture or for the appointment of
a receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) or for any other remedy hereunder, unless:
(1) such Holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the Securities;
(2) the Holders of not less than 25% in principal amount of the Outstanding
Securities shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;
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(3) such Holder or Holders have offered to the Trustee reasonable indemnity
against the costs, expenses and liabilities to be incurred in compliance with
such request;
(4) the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute any such proceeding; and
(5) no direction inconsistent with such written request has been given to the
Trustee during such 60-day period by the Holders of a majority in principal
amount of the Outstanding Securities;
it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing itself of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Securities, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.
Section 5.8. Unconditional Right of Holders to Receive Principal, Premium
and Interest; Direct Action by Holders of Preferred Securities.
Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right which is absolute and unconditional to receive
payment of the principal of (and premium, if any) and (subject to Section 3.7)
interest (including any Additional Interest) on such Security on the Stated
Maturity date (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder. So long as the Securities are
held by the Property Trustee, any registered holder of the corresponding
Preferred Securities issued by Riggs Capital II shall have the right, upon the
occurrence of an Event of Default described in Section 5.1(1) or 5.1(2), to
institute a legal proceeding directly against the Corporation for enforcement of
payment to such holder of principal of (and premium, if any) and (subject to
Section 3.7) interest (including any Additional Interest) on the Securities
having a principal amount equal to the aggregate Liquidation Amount (as defined
in the Trust Agreement) of such Preferred Securities held by such holder.
Section 5.9. Restoration of Rights and Remedies.
If the Trustee, any Holder or any registered holder of Preferred Securities
has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee, such Holder or such holder of
Preferred Securities, then and in every such case the Corporation, the Trustee,
the Holders and such holder of Preferred Securities shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee, the Holders and the holders of Preferred Securities shall continue as
though no such proceeding had been instituted.
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Section 5.10. Rights and Remedies Cumulative.
Except as otherwise provided in the last paragraph of Section 3.5, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.
Section 5.11. Delay or Omission Not Waiver.
No delay or omission of the Trustee, any Holder of any Security or any holder
of any Preferred Security to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or constitute a waiver of
any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to
the Holders and the right and remedy given to the holders of Preferred
Securities by Section 5.8 may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee, the Holders or the holders of Preferred
Securities, as the case may be.
Section 5.12. Control by Holders.
The Holders of a majority in principal amount of the Outstanding Securities
shall 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 Securities, provided that:
(1) such direction shall not be in conflict with any rule of law or with this
Indenture,
(2) the Trustee may take any other action deemed proper by the Trustee which
is not inconsistent with such direction, and
(3) subject to the provisions of Section 6.1, the Trustee shall have the right
to decline to follow such direction if a Responsible Officer or Officers of the
Trustee shall, in good faith, determine that the proceeding so directed would be
unjustly prejudicial to the Holders not joining in any such direction or would
involve the Trustee in personal liability.
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Section 5.13. Waiver of Past Defaults.
The Holders of not less than a majority in principal amount of the Outstanding
Securities and, in the case of any Securities held by the Property Trustee, the
holders of majority in aggregate Liquidation Amount (as defined in the related
Trust Agreement) of Preferred Securities issued by Riggs Capital II, to the
extent the Holders of Outstanding Securities have failed to do so may waive any
past default hereunder and its consequences with respect to the Securities
except a default:
(1) in the payment of the principal of (or premium, if any) or interest
(including any Additional Interest) on any Security, or
(2) in respect of a covenant or provision hereof which under Article IX cannot
be modified or amended without the consent of the Holder of each Outstanding
Security of affected.
Any such waiver shall be deemed to be on behalf of the Holders of all the
Securities or, in the case of a waiver by holders of Preferred Securities issued
Riggs Capital II by all holders of Preferred Securities issued by Riggs Capital
II.
Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.
Section 5.14. Undertaking for Costs.
All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium, if any) or interest (including any Additional
Interest) on any Security on or after the respective Stated Maturities expressed
in such Security.
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Section 5.15. Waiver of Usury, Stay or Extension Laws.
The Corporation covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Corporation (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.
ARTICLE VI
THE TRUSTEE
Section 6.1. Certain Duties and Responsibilities.
Except during the continuance of an Event of Default,
(a) the Trustee undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and
(b) in the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but in the case of any such
certificates or opinions which by any provisions hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Indenture.
In case an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his own affairs.
No provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or its
own willful misconduct except that:
(1) this Subsection shall not be construed to limit the effect of
Subsection (a) of this Section;
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(2) the Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of
Holders pursuant to Section 5.12 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture with respect
to the Securities.
No provision of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of any of its rights or powers, if
there shall be reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.
Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.
Section 6.2. Notice of Defaults.
Within 90 days after actual knowledge by a Responsible Officer of the Trustee
of the occurrence of any default hereunder with respect to the Securities, the
Trustee shall transmit by mail to all Holders of Securities, as their names and
addresses appear in the Securities Register, notice of such default, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal of (or premium, if any) or
interest (including any Additional Interest) on any Security, the Trustee shall
be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of Securities; and
provided, further, that, in the case of any default of the character specified
in Section 5.1(3), no such notice to Holders of Securities shall be given until
at least 30 days after the occurrence thereof. For the purpose of this Section,
the term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to the Securities.
Section 6.3. Certain Rights of Trustee.
Subject to the provisions of Section 6.1:
(a) the Trustee may rely conclusively and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction,
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consent, order, bond, debenture, Security or other paper or document believed by
it to be genuine and to have been signed or presented by the proper party or
parties;
(b) any request or direction of the Corporation mentioned herein shall be
sufficiently evidenced by a Corporation Request or Corporation Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;
(c) whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or
omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely
conclusively upon an Officers' Certificate;
(d) the Trustee may consult with counsel of its choice and the advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;
(e) the Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the
Holders pursuant to this Indenture, unless such Holders shall have offered to
the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;
(f) the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, indenture, Security or
other paper or document, but the Trustee in its discretion may make such inquiry
or investigation into such facts or matters as it may see fit, and, if the
Trustee shall determine to make such inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Corporation,
personally or by agent or attorney;
(g) the Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents or attorneys and
the Trustee shall not be responsible for any misconduct or negligence on the
part of any agent or attorney appointed with due care by it hereunder;
(h) the Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Indenture;
(i) the Trustee shall not be charged with knowledge of any Event of Default
unless either (i) a Responsible Officer of the Trustee shall have actual
knowledge thereof or (2) the Trustee shall have received notice thereof in
accordance with Section 1.5(1) hereof from the Corporation or a Holder; and
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(j) no permissive power or authority available to the Trustee shall be
construed as a duty.
(k) the Trustee shall not be liable for any action taken, suffered or omitted
to be taken by it in good faith and reasonably believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this
Indenture.
Section 6.4. Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the
Corporation, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Corporation of the Securities or the proceeds thereof.
Section 6.5. May Hold Securities.
The Trustee, any Authenticating Agent, any Paying Agent, any Securities
Registrar or any other agent of the Corporation, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
6.8 and 6.13, may otherwise deal with the Corporation with the same rights it
would have if it were not Trustee, Authenticating Agent, Paying Agent,
Securities Registrar or such other agent.
Section 6.6. Money Held in Trust.
Money held by the Trustee in trust hereunder need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed in writing with the Corporation.
Section 6.7. Compensation and Reimbursement.
The Corporation agrees:
(1) to pay to the Trustee from time to time such compensation as shall be
agreed to in writing between the Corporation and the Trustee for all services
rendered by it hereunder in such amounts as the Corporation and the Trustee
shall agree from time to time (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);
(2) to reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and
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counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and
(3) to indemnify each of the Trustee and any predecessor Trustee for, and to
hold it harmless against, any and all loss, liability, damage, claim or expense
(including the reasonable compensation and the expenses and disbursements of its
agents and counsel) incurred without negligence or bad faith, arising out of or
in connection with the acceptance or administration of this trust or the
performance of its duties hereunder, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder.
The obligations of the Corporation under this Section 6.7 shall survive the
termination of the Indenture or the earlier resignation or removal of the
Trustee.
To secure the Corporation's payment obligations in this Section, the
Corporation and the Holders agree that the Trustee shall have a lien prior to
the Securities on all money or property held or collected by the Trustee. Such
lien shall survive the satisfaction and discharge of this Indenture.
When the Trustee incurs expenses or renders services after an Event of Default
specified in Section 5.1(4) or (5) occurs, the expenses and the compensation for
the services are intended to constitute expenses of administration under the
Bankruptcy Reform Act of 1978 or any successor statute.
Section 6.8. Disqualification; Conflicting Interests.
The Trustee for the Securities issued hereunder shall be subject to the
provisions of Section 310(b) of the Trust Indenture Act. Nothing herein shall
prevent the Trustee from filing with the Commission the application referred to
in the second to last paragraph of said Section 310(b).
Section 6.9. Corporate Trustee Required; Eligibility.
There shall at all times be a Trustee hereunder which shall be:
(a) a corporation organized and doing business under the laws of the United
States of America or of any State or Territory or the District of Columbia,
authorized under such laws to exercise corporate trust powers and subject to
supervision or examination by federal, state, territorial or District of
Columbia authority, or
(b) a corporation or other Person organized and doing business under the laws
of a foreign government that is permitted to act as Trustee pursuant to a rule,
regulation or order of the Commission, authorized under such laws to exercise
corporate trust powers, and subject to
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supervision or examination by authority of such foreign government or a
political subdivision thereof substantially equivalent to supervision or
examination applicable to United States institutional trustees, in either case
having a combined capital and surplus of at least $50,000,000, subject to
supervision or examination by Federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then, for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article. Neither the Corporation nor any Person directly or indirectly
controlling, controlled by or under common control with the Corporation shall
serve as Trustee for the Securities issued hereunder.
Section 6.10. Resignation and Removal; Appointment of Successor.
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 6.11.
The Trustee may resign at any time with respect to the Securities by giving
written notice thereof to the Corporation. If an instrument of acceptance by a
successor Trustee shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities.
The Trustee may be removed at any time with respect to the Securities by Act
of the Holders of a majority in principal amount of the Outstanding Securities,
delivered to the Trustee and to the Corporation. If an instrument of acceptance
by a successor Trustee shall not have been delivered to the Trustee within 30
days after such removal, the Trustee being removed may petition any court of
competent jurisdiction for appointment of a successor Trustee with respect to
the Securities.
If at any time:
(1) the Trustee shall fail to comply with Section 6.8 after written request
therefor by the Corporation or by any Holder who has been a bona fide Holder of
a Security for at least six months, or
(2) the Trustee shall cease to be eligible under Section 6.9 and shall fail to
resign after written request therefor by the Corporation or by any such Holder,
or
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(3) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (i) the Corporation, acting pursuant to the
authority of a Board Resolution, may remove the Trustee with respect to the
Securities, or (ii) subject to Section 5.14, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to the Securities and the appointment of a
successor Trustee or Trustees.
If the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause with respect to the
Securities, the Corporation, by a Board Resolution, shall promptly appoint a
successor Trustee with respect to the Securities. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities shall be appointed by Act of
the Holders of a majority in principal amount of the Outstanding Securities
delivered to the Corporation and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee with respect to the Securities and supersede the successor
Trustee appointed by the Corporation. If no successor Trustee with respect to
the Securities shall have been so appointed by the Corporation or the Holders
and accepted appointment in the manner hereinafter provided, any Holder who has
been a bona fide Holder of a Security for at least six months may, subject to
Section 5.14, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities.
The Corporation shall give notice of each resignation and each removal of the
Trustee with respect to the Securities and each appointment of a successor
Trustee with respect to the Securities by mailing written notice of such event
by first-class mail, postage prepaid, to the Holders of the Securities as their
names and addresses appear in the Securities Register. Each notice shall include
the name of the successor Trustee with respect to the Securities and the address
of its Corporate Trust Office.
Section 6.11. Acceptance of Appointment by Successor.
In case of the appointment hereunder of a successor Trustee with respect to
the Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Corporation and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Corporation or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring
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Trustee and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder.
In case of the appointment hereunder of a successor Trustee with respect to
the Securities, the Corporation, the retiring Trustee and each successor Trustee
with respect to the Securities shall execute and deliver an instrument in
writing or an indenture supplemental hereto wherein each successor Trustee shall
accept such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities, (2) if the retiring Trustee is not
retiring with respect to all Securities, shall contain such provisions as shall
be deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities as to which
the retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (3) shall add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of the
trust hereunder by more than one Trustee, it being understood that nothing
herein or in such instrument in writing or supplemental indenture shall
constitute such Trustees co-trustees of the trust and that each such Trustee
shall be trustee of a trust hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee; and upon the execution
and delivery of such instrument in writing or supplemental indenture the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers,
trusts, and duties of the retiring Trustee with respect to the Securities; but,
on request of the Corporation or any successor Trustee, such retiring Trustee
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Securities
to which the appointment of such successor Trustee relates.
Upon request of any such successor Trustee, the Corporation shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all rights, powers and trusts referred to in paragraph
(a) or (b) of this Section, as the case may be.
No successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be eligible under this Article.
Section 6.12. Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
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conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated, and in case any
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee or in
the name of such successor Trustee, and in all cases the certificate of
authentication shall have the full force which it is provided anywhere in the
Securities or in this Indenture that the certificate of the Trustee shall have.
Section 6.13. Preferential Collection of Claims Against Corporation.
If and when the Trustee shall be or become a creditor of the Corporation (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Corporation (or any such other obligor).
Section 6.14. Appointment of Authenticating Agent.
The Trustee may appoint an Authenticating Agent or Agents with respect to the
Securities which shall be authorized to act on behalf of the Trustee to
authenticate the Securities issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
3.5, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Corporation and shall at
all times be a corporation organized and doing business under the laws of the
United States of America, or of any State or Territory or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section.
Any corporation into which an Authenticating Agent may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be
a party, or any corporation succeeding to all or substantially all of the
corporate trust business of an Authenticating Agent shall be the successor
Authenticating Agent hereunder, provided such corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.
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An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Corporation. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Corporation. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Corporation and shall give notice of such
appointment in the manner provided in Section 1.6 to all Holders of Securities
with respect to which such Authenticating Agent will serve. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provision of
this Section.
The Corporation agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.
If an appointment with respect to the Securities is made pursuant to this
Section, the Securities may have endorsed thereon, in addition to the Trustee's
certificate of authentication, an alternative certificate of authentication in
the following form:
This is one of the Securities referred to in the within mentioned Indenture.
Dated:
The Bank of New York
As Trustee
By:________________________________________
As Authenticating Agent
By:________________________________________
Authorized Signatory
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ARTICLE VII
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND CORPORATION
Section 7.1. Corporation to Furnish Trustee Names and Addresses of Holders.
The Corporation will furnish or cause to be furnished to the Trustee:
(a) semi-annually, not more than 15 days after each Regular Record Date in
each year, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of such Regular Record Date, and
(b) at such other times as the Trustee may request in writing, within 30 days
after the receipt by the Corporation of any such request, a list of similar form
and content as of a date not more than 15 days prior to the time such list is
furnished, excluding from any such list names and addresses received by the
Trustee in its capacity as Securities Registrar.
Section 7.2. Preservation of Information, Communications to Holders.
The Trustee shall preserve, in as current a form as is reasonably practicable,
the names and addresses of Holders contained in the most recent list furnished
to the Trustee as provided in Section 7.1 and the names and addresses of Holders
received by the Trustee in its capacity as Securities Registrar. The Trustee may
destroy any list furnished to it as provided in Section 7.1 upon receipt of a
new list so furnished.
The rights of Holders to communicate with other Holders with respect to their
rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided in the Trust
Indenture Act.
Every Holder of Securities, by receiving and holding the same, agrees with the
Corporation and the Trustee that neither the Corporation nor the Trustee nor any
agent of either of them shall be held accountable by reason of the disclosure of
information as to the names and addresses of the Holders made pursuant to the
Trust Indenture Act.
Section 7.3. Reports by Trustee.
The Trustee shall transmit to Holders such reports concerning the Trustee and
its actions under this Indenture as may be required pursuant to the Trust
Indenture Act, at the times and in the manner provided pursuant thereto.
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Reports so required to be transmitted at stated intervals of not more than 12
months shall be transmitted no later than 60 days after December 31 in each
calendar year, commencing 60 days after the first December 31 after the first
issuance of Securities under this Indenture.
A copy of each such report shall, at the time of such transmission to Holders,
be filed by the Trustee with each securities exchange upon which any Securities
are listed and also with the Commission. The Corporation will promptly notify
the Trustee when any Securities are listed on any securities exchange.
Section 7.4. Reports by Corporation.
The Corporation shall file with the Trustee and with the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided in the Trust Indenture Act; provided that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act shall be filed with
the Trustee within 15 days after the same is required to be filed with the
Commission. Notwithstanding that the Corporation may not be required to remain
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Corporation shall continue to file with the Commission and provide the
Trustee with the annual reports and the information, documents and other reports
which are specified in Sections 13 and 15(d) of the Exchange Act. The
Corporation also shall comply with the other provisions of Trust Indenture Act
Section 314(a).
ARTICLE VIII
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
Section 8.1. Corporation May Consolidate, Etc., Only on Certain Terms.
The Corporation shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and no Person shall consolidate with or merge into the
Corporation or convey, transfer or lease its properties and assets substantially
as an entirety to the Corporation, unless:
(1) in case the Corporation shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, the Person formed by such consolidation or into which
the Corporation is merged or the Person which acquires by conveyance, transfer
or lease the properties and assets of the Corporation substantially as an
entirety shall be organized and existing under the laws of the United States of
America or any State or the District of Columbia and shall expressly assume, by
an indenture supplemental
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hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of (and premium, if any)
and interest (including any Additional Interest) on all the Securities and the
performance of every covenant of this Indenture on the part of the Corporation
to be performed or observed;
(2) immediately after giving effect to such transaction, no Event of Default,
and no event which, after notice or lapse of time, or both, would become an
Event of Default, shall have occurred and be continuing;
(3) So long as the Securities are held by the Property Trustee, such
consolidation, merger, conveyance, transfer or lease is permitted under the
Trust Agreement and Riggs Capital II Guarantee and does not give rise to any
breach or violation of the Trust Agreement or Riggs Capital II Guarantee; and
(4) the Corporation has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that such consolidation, merger, conveyance,
transfer or lease and any such supplemental indenture comply with this Article
and that all conditions precedent herein provided for relating to such
transaction have been complied with; and the Trustee, subject to Section 6.1,
may rely upon such Officers' Certificate and Opinion of Counsel as conclusive
evidence that such transaction complies with this Section 8.1.
Section 8.2. Successor Corporation Substituted.
Upon any consolidation or merger by the Corporation with or into any other
Person, or any conveyance, transfer or lease by the Corporation of its
properties and assets substantially as an entirety to any Person in accordance
with Section 8.1, the successor corporation formed by such consolidation or into
which the Corporation is merged or to which such conveyance, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Corporation under this Indenture with the same effect as if
such successor Person had been named as the Corporation herein; and in the event
of any such conveyance, transfer or lease the Corporation shall be discharged
from all obligations and covenants under the Indenture and the Securities and
may be dissolved and liquidated.
Such successor Person may cause to be signed, and may issue either in its own
name or in the name of the Corporation, any or all of the Securities issuable
hereunder which theretofore shall not have been signed by the Corporation and
delivered to the Trustee; and, upon the written order of such successor Person
instead of the Corporation and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Corporation to the Trustee for authentication
pursuant to such provisions and any Securities which such successor Person
thereafter shall cause to be signed and delivered to the Trustee on its behalf
for the purpose pursuant to such provisions. All the Securities so issued shall
in all respects have the
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same legal rank and benefit under this Indenture as the Securities theretofore
or thereafter issued in accordance with the terms of this Indenture as though
all of such Securities had been issued at the date of the execution hereof.
In case of any such consolidation, merger, sale, conveyance or lease, such
changes in phraseology and form may be made in the Securities thereafter to be
issued as may be appropriate.
ARTICLE IX
SUPPLEMENTAL INDENTURES
Section 9.1. Supplemental Indentures without Consent of Holders.
Without the consent of any Holders, the Corporation, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more amendments, waivers or indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Corporation, and the
assumption by any such successor of the covenants of the Corporation herein and
in the Securities contained; or
(2) to convey, transfer, assign, mortgage or pledge any property to or with
the Trustee or to surrender any right or power herein conferred upon the
Corporation; or
(3) to add to the covenants of the Corporation for the benefit of the Holders
of the Securities or to surrender any right or power herein conferred upon the
Corporation; or
(4) to add any additional Events of Default for the benefit of the Holders of
the Securities; or
(5) to change or eliminate any of the provisions of this Indenture, provided
that any such change or elimination (a) shall become effective only when there
is no Security Outstanding created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provision or (b) shall not
apply to any Outstanding Securities; or
(6) to cure any ambiguity, to correct or supplement any provision herein which
may be defective or inconsistent with any other provision herein, or to make any
other provisions with respect to matters or questions arising under this
Indenture, provided that such action pursuant to this clause (6) shall not
adversely affect the interest of the Holders of the Securities in any material
respect or, for so long as the Preferred Securities shall remain outstanding,
the holders of such Preferred Securities; or
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(7) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Securities and to add to or change any
of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 6.11(b); or
(8) to comply with the requirements of the Commission in order to effect or
maintain the qualification of this Indenture under the Trust Indenture Act if
this Indenture is required to be so qualified.
Section 9.2. Supplemental Indentures with Consent of Holders.
With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities affected by such supplemental indenture, by
Act of said Holders delivered to the Corporation and the Trustee, the
Corporation, when authorized by a Board Resolution, and the Trustee may enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of
Securities under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,
(1) except to the extent permitted by Section 3.10 with respect to the
deferral of the payment of interest on the Securities, change the Stated
Maturity of the principal of, or any installment of interest (including any
Additional Interest) on, the Securities, or reduce the principal amount thereof
or the rate of interest thereon or reduce any premium payable upon the
redemption thereof, or change the place of payment where, or the coin or
currency in which, the Securities or interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities,
the consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or
(3) modify any of the provisions of this Section 9.2, Section 5.13 or Section
10.5, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Security affected thereby;
(4) modify the provisions of Article XII of this Indenture with respect to the
subordination of outstanding Securities in a manner adverse to the Holders
thereof;
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provided, further, that, so long as the Preferred Securities remain outstanding,
(i) no such amendment shall be made that adversely affects the holders of such
Preferred Securities in any material respect, and no termination of this
Indenture shall occur, and no waiver of any Event of Default or compliance with
any covenant under this Indenture shall be effective, without the prior consent
of the holders of at least a majority of the aggregate Liquidation Amount of
such Preferred Securities then outstanding unless and until the principal (and
premium, if any) of the Securities and all accrued and, subject to Section 3.7,
unpaid interest (including any Additional Interest) thereon have been paid in
full and (ii) no amendment shall be made to Section 5.8 of this Indenture that
would impair the rights of the holders of Preferred Securities provided therein
without the prior consent of the registered holders of each Preferred Security
then outstanding unless and until the principal (and premium, if any) of the
Securities and all accrued and (subject to Section 3.7) unpaid interest
(including any Additional Interest) thereon have been paid in full.
It shall not be necessary for any Act of Holders under this Section to approve
the particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.
Section 9.3. Execution of Supplemental Indentures.
In executing or accepting the modifications thereby of the trust created by
this Indenture, the Trustee shall be entitled to receive, and (subject to
Section 6.1) shall be fully protected in relying upon, an Officers' Certificate
and an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture, and that all conditions
precedent have been complied with. The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise or that may
subject it to any liability.
Section 9.4. Effect of Supplemental Indentures.
Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.
Section 9.5. Conformity with Trust Indenture Act.
Every supplemental indenture executed pursuant to this Article shall, to the
extent this Indenture is required to be qualified under the Trust Indenture Act,
conform to the requirements of the Trust Indenture Act as then in effect.
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Section 9.6. Reference in Securities to Supplemental Indentures.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the
Corporation, bear a notation in form approved by the Corporation as to any
matter provided for in such supplemental indenture. If the Corporation shall so
determine, new Securities so modified as to conform, in the opinion of the
Corporation, to any such supplemental indenture may be prepared and executed by
the Corporation and authenticated and delivered by the Trustee in exchange for
the Outstanding Securities.
ARTICLE X
COVENANTS
Section 10.1. Payment of Principal, Premium and Interest.
The Corporation covenants and agrees that it will duly and punctually pay the
principal of (and premium, if any) and interest (including any Additional
Interest) on the Securities in accordance with the terms of such Securities and
this Indenture.
Section 10.2. Maintenance of Office or Agency.
The Corporation will maintain in the Place of Payment for the Securities, an
office or agency where the Securities may be presented or surrendered for
payment and an office or agency where the Securities may be surrendered for
transfer or exchange and where notices and demands to or upon the Corporation in
respect of the Securities and this Indenture may be served. The Corporation
initially appoints the Trustee, acting through its Corporate Trust Office, as
its agent for said purposes. The Corporation will give prompt written notice to
the Trustee of any change in the location of any such office or agency. If at
any time the Corporation shall fail to maintain such office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Corporation hereby appoints the Trustee as its
agent to receive all such presentations, surrenders, notices and demands.
The Corporation may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
of such purposes, and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Corporation of its obligation to maintain an office or agency in the Place of
Payment for the Securities for such purposes. The Corporation will give prompt
written notice to the Trustee of any such designation and any change in the
location of any such office or agency.
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Section 10.3. Money for Security Payments to be Held in Trust.
If the Corporation shall at any time act as its own Paying Agent with respect
to the Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Securities, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal (and premium, if any) or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and
will promptly notify the Trustee of its failure so to act.
Whenever the Corporation shall have one or more Paying Agents, it will, prior
to 10:00 a.m. New York City time on each due date of the principal of and
premium if any or interest on any Securities, deposit with a Paying Agent a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal and premium (if any) or interest, and (unless such Paying Agent
is the Trustee) the Corporation will promptly notify the Trustee of its failure
so to act.
The Corporation will cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying
Agent will:
(1) hold all sums held by it for the payment of the principal of (and premium,
if any) or interest on Securities in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided;
(2) give the Trustee notice of any default by the Corporation (or any other
obligor upon the Securities) in the making of any payment of principal (and
premium, if any) or interest;
(3) at any time during the continuance of any such default, upon the written
request of the Trustee, forthwith pay to the Trustee all sums so held in trust
by such Paying Agent; and
(4) comply with the provisions of the Trust Indenture Act applicable to it as
a Paying Agent.
The Corporation may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Corporation
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Corporation or such Paying Agent, such sums to be held by the Trustee upon
the same trusts as those upon which such sums were held by the Corporation or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.
Any money deposited with the Trustee or any Paying Agent, or then held by the
Corporation, in trust for the payment of the principal of (and premium, if any)
or interest on any Security and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be
paid on Corporation Request to the Corporation, or (if then held
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by the Corporation) shall (unless otherwise required by mandatory provision of
applicable escheat or abandoned or unclaimed property law) be discharged from
such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Corporation for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Corporation as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Corporation cause to be
published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Corporation.
Section 10.4. Statement as to Compliance.
The Corporation shall deliver to the Trustee, within 120 days after the end of
each fiscal year of the Corporation ending after the date hereof, an Officers'
Certificate executed by the principal executive officer, principal financial
officer or principal accounting officer of the Corporation covering the
preceding calendar year, stating whether or not to the best knowledge of the
signers thereof the Corporation is in default in the performance, observance or
fulfillment of or compliance with any of the terms, provisions, covenants and
conditions of this Indenture, and if the Corporation shall be in default,
specifying all such defaults and the nature and status thereof of which they may
have knowledge. For the purpose of this Section 10.4, compliance shall be
determined without regard to any grace period (other than an Extension Period)
or requirement of notice provided pursuant to the terms of this Indenture.
Section 10.5. Waiver of Certain Covenants.
The Corporation may omit in any particular instance to comply with any
covenant or condition provided pursuant to Section 9.1(3) with respect to the
Securities, if before or after the time for such compliance the Holders of at
least a majority in principal amount of the Outstanding Securities shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such covenant or condition, but no such waiver shall
extend to or affect such covenant or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Corporation in respect of any such covenant or condition shall remain in full
force and effect.
Section 10.6. Additional Sums.
In the case of the Securities issued the Property Trustee, so long as no Event
of Default has occurred and is continuing, in the event that (i) the Property
Trustee is the Holder of all of the Outstanding Securities and (ii) a Tax Event
in respect of Riggs Capital II shall have occurred and
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be continuing and (iii) the Company shall not have (A) redeemed the Securities
pursuant to Section 10.7(b) or (B) terminated such Trust pursuant to Section
9.2(b) of the Trust Agreement, the Corporation shall pay to the Property Trustee
(and its permitted successors or assigns under the related Trust Agreement) as
Holder of the Securities for so long as the Property Trustee (or its nominee or
permitted successor or assignee) is the registered holder of any Securities,
such additional sums as may be necessary in order that the amount of
Distributions (including any Additional Amounts (as defined in such Trust
Agreement)) payable by Riggs Capital II on the related Preferred Securities and
Common Securities that at any time remain outstanding in accordance with the
terms thereof shall not be reduced as a result of any Additional Taxes (the
"Additional Sums"). Whenever in this Indenture or the Securities there is a
reference in any context to the payment of principal of (or premium, if any) or
interest on the Securities, such mention shall be deemed to include mention of
the payments of the Additional Sums provided for in this paragraph to the extent
that, in such context, Additional Sums are, were or would be payable in respect
thereof pursuant to the provisions of this paragraph and express mention of the
payment of Additional Sums (if applicable) in any provisions hereof shall not be
construed as excluding Additional Sums in those provisions hereof where such
express mention is not made.
Section 10.7. Additional Covenants.
The Corporation covenants and agrees with each Holder of Securities that it
shall not, and it shall not permit any Subsidiary of the Corporation to, (a)
declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of the Corporation's capital
stock, or (b) make any payment of principal of, or interest or premium, if any,
on or repay, repurchase or redeem any debt securities of the Corporation
(including the Series A Subordinated Debenture) that rank pari passu with or
junior in interest to the Securities or (c) make any guarantee payments with
respect to any guarantee by the Corporation of the debt securities of any
subsidiary of the Corporation if such guarantee ranks pari passu with or junior
in interest to the Securities (other than (a) dividends or distributions in
Common Stock of the Corporation, (b) any declaration of a dividend in connection
with the implementation of a Rights Plan, the issuance of any Common Stock of
any class or series of preferred stock of the Corporation under any Rights Plan
in the future or the redemption or repurchase of any such rights pursuant
thereto, (c) payments under the Riggs Capital II Guarantee, and (d) purchases of
Common Stock related to the issuance of Common Stock or rights under any of the
Corporation's benefit plans for its directors, officers or employees that was
entered into prior to the commencement of any of the events described in clauses
(i) through (iii) below) if at such time (i) there shall have occurred any event
of which the Corporation has actual knowledge that (A) with the giving of notice
or the lapse of time, or both, would constitute an Event of Default with respect
to the Securities and (B) in respect of which the Corporation shall not have
taken reasonable steps to cure, (ii) if the Securities are held the Property
Trustee, the Corporation shall be in default with respect to its payment of any
obligations under the Riggs Capital II Guarantee relating to the Preferred
Securities issued by Riggs Capital II or (iii) the Corporation shall have given
notice of its election to begin an Extension Period with respect to the
Securities
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as provided herein and shall not have rescinded such notice, or such Extension
Period, or any extension thereof, shall be continuing.
The Corporation also covenants with each Holder of the Securities issued to
the Property Trustee (i) to maintain directly or indirectly 100% ownership of
the Common Securities of Riggs Capital II; provided, however, that any permitted
successor of the Corporation hereunder may succeed to the Corporation's
ownership of such Common Securities, (ii) as holder of the Common Securities not
to voluntarily terminate, wind-up or liquidate Riggs Capital II, except (a) if
then required under applicable capital guidelines or policies, and (b) in
connection with a distribution of the Securities to the holders of Preferred
Securities in liquidation of Riggs Capital II or (c) in connection with certain
mergers, consolidations or amalgamations permitted by the related Trust
Agreement and (iii) to use its reasonable efforts, consistent with the terms and
provisions of such Trust Agreement, to cause Riggs Capital II to remain
classified as a grantor trust and not an association taxable as a corporation
for United States federal income tax purposes.
ARTICLE XI
REDEMPTION OF SECURITIES
Section 11.1. Right of Redemption.
Subject to the Corporation having received prior approval of the Federal
Reserve if then required under applicable capital guidelines or policies, the
Corporation, at its option, may redeem the Securities (i) on or after March 15,
2007 in whole at any time or in part from time to time, or (ii) upon the
occurrence and during the continuation of a Tax Event or Capital Treatment
Event, in whole (but not in part) at any time within 90 days following the
occurrence of such Tax Event or Capital Treatment Event in each case at a
Redemption Price specified in the form of Security set forth in Section 2.1.
Redemption of the Securities as permitted or required pursuant to this
Indenture shall be made in accordance with such form of Security and this
Article; provided, however, that if any provision of the form of Security shall
conflict with any provision of this Article, the provision of the form of
Security shall govern. Each Security shall be subject to partial redemption only
in the amount equal to $1,000 or integral multiples of $1,000 in excess thereof.
Section 11.2. Election to Redeem; Notice to Trustee.
The election of the Corporation to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution. In case of any redemption at the election of
the Corporation of any of the Securities, the Corporation shall, not less than
30 nor more than 60 days prior to the Redemption Date (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee and, in the
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case of Securities held by the Property Trustee, the Property Trustee of such
date and of the principal amount of the Securities to be redeemed and provide
the additional information required to be included in the notice or notices
contemplated by Section 11.4. In the case of any redemption of Securities prior
to the expiration of any restriction on such redemption provided in the terms of
such Securities, the Corporation shall furnish the Trustee with an Officers'
Certificate and an Opinion of Counsel evidencing compliance with such
restriction.
Section 11.3. Selection of Securities to be Redeemed.
If less than all the Securities are to be redeemed, the particular Securities
to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities not previously called for
redemption, by lot or such other method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Security, provided that the unredeemed portion of
the principal amount of any Security shall be in an authorized denomination
(which shall not be less than the minimum authorized denomination) for such
Security.
The Trustee shall promptly notify the Corporation in writing of the Securities
selected for partial redemption and the principal amount thereof to be redeemed.
For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security which has been or is to be redeemed. If the
Corporation shall so direct, Securities registered in the name of the
Corporation, any Affiliate or any Subsidiary thereof shall not be included in
the Securities selected for redemption.
Section 11.4. Notice of Redemption.
Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not later than the thirtieth day, and not earlier than the sixtieth day,
prior to the Redemption Date, to each Holder of Securities to be redeemed, at
the address of such Holder as it appears in the Securities Register.
With respect to Securities to be redeemed, each notice of redemption shall
state:
(a) the Redemption Date;
(b) the Redemption Price or if the Redemption Price cannot be calculated prior
to the time the notice is required to be sent, the estimate of the Redemption
Price provided pursuant to the Indenture together with a statement that it is an
estimate and that the actual Redemption Price will be calculated on the third
Business Day prior to the Redemption Date (if such an estimate of the Redemption
Price is given, a subsequent notice shall be given as set forth above setting
forth the Redemption Price promptly following the calculation thereof);
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(c) if less than all Outstanding Securities are to be redeemed, the
identification (and, in the case of partial redemption, the respective principal
amounts) of the particular Securities to be redeemed;
(d) that on the Redemption Date, the Redemption Price will become due and
payable upon each such Security or portion thereof, and that interest thereon,
if any, shall cease to accrue on and after said date;
(e) the place or places where such Securities are to be surrendered for
payment of the Redemption Price; and
(f) such other provisions as may be required in respect of the terms of the
Securities.
Notice of redemption of the Securities to be redeemed at the election of the
Corporation shall be given by the Corporation or, at the Corporation's request,
by the Trustee in the name and at the expense of the Corporation and shall not
be irrevocable. The notice if mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice. In any case, a failure to give such notice by mail or any
defect in the notice to the Holder of any Security designated for redemption as
a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security.
Section 11.5. Deposit of Redemption Price.
Prior to 10:00 a.m. New York City time on the Redemption Date specified in the
notice of redemption given as provided in Section 11.4, the Corporation will
deposit with the Trustee or with one or more Paying Agents (or if the
Corporation is acting as its own Paying Agent, the Corporation will segregate
and hold in trust as provided in Section 10.3) an amount of money sufficient to
pay the Redemption Price of, and any accrued interest (including Additional
Interest) on, all the Securities which are to be redeemed on that date.
Section 11.6. Payment of Securities Called for Redemption.
If any notice of redemption has been given as provided in Section 11.4, the
Securities or portion of Securities with respect to which such notice has been
given shall become due and payable on the date and at the place or places stated
in such notice at the applicable Redemption Price, together with accrued
interest (including any Additional Interest) to the Redemption Date. On
presentation and surrender of such Securities at a Place of Payment in said
notice specified, the said Securities or the specified portions thereof shall be
paid and redeemed by the Corporation at the applicable Redemption Price,
together with accrued interest (including any Additional Interest) to the
Redemption Date; provided, however, that, installments of interest whose Stated
Maturity is on or prior to the Redemption Date will be payable to the Holders of
such Securities,
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or one or more Predecessor Securities, registered as such at the close of
business on the relevant record dates according to their terms and the
provisions of Section 3.7.
Upon presentation of any Security redeemed in part only, the Corporation shall
execute and the Trustee shall authenticate and deliver to the Holder thereof, at
the expense of the Corporation, a new Security or Securities, of authorized
denominations, in aggregate principal amount equal to the unredeemed portion of
the Security so presented and having the same Original Issue Date, Stated
Maturity and terms. If a Global Security is so surrendered, such new Security
(subject to Section 3.4) will also be a new Global Security.
If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal of and premium, if any, on such Security
shall, until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.
ARTICLE XII
SUBORDINATION OF SECURITIES
Section 12.1. Securities Subordinate to Senior Debt.
The Corporation covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article, the payment of the principal
of (and premium, if any) and interest (including any Additional Interest) on
each and all of the Securities are hereby expressly made subordinate and subject
in right of payment to the prior payment in full of all Senior Debt.
Section 12.2. Payment Over of Proceeds Upon Dissolution, Etc.
In the event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization, debt restructuring or other similar
case or proceeding in connection therewith, relative to the Corporation or to
its creditors, as such, or to its assets, or (b) any liquidation, dissolution or
other winding up of the Corporation, whether voluntary or involuntary and
whether or not involving insolvency or bankruptcy, or (c) any assignment for the
benefit of creditors or any other marshaling of assets and liabilities of the
Company (each such event, if any, herein sometimes referred to as a
"Proceeding"), then and in any such event the holders of Senior Debt shall be
first entitled to receive payment in full of all amounts due or to become due on
or in respect of all Senior Debt, or provision shall be made for such payment in
cash or cash equivalents, before the Holders of the Securities are entitled to
receive or retain any payment on account of principal of (or premium, if any) or
interest on the Securities or on account of the purchase or other acquisition of
Securities, and to that end the holders of Senior Debt shall be entitled to
receive, for application to the payment thereof, any payment or distribution of
any kind
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or character, whether in cash, property or securities, which may be payable or
deliverable in respect of the Securities in any such case, proceeding,
dissolution, liquidation or other winding up or event.
In the event that, notwithstanding the foregoing provisions of this Section,
the Trustee or the Holder of any Security (or any Person on its behalf) shall
have received any payment or distribution of assets of the Corporation of any
kind or character, whether in cash, property or securities, before all Senior
Debt is paid in full or payment thereof provided for, and if such fact shall, at
or prior to the time of such payment or distribution have been made known to the
Trustee or, as the case may be, such Holder, then and in such event such payment
or distribution shall be paid over or delivered forthwith to the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
Person making payment or distribution of assets of the Corporation for
application to the payment of all Senior Debt remaining unpaid, to the extent
necessary to pay all Senior Debt in full, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Debt.
For purposes of this Article only, the words "cash property or securities"
shall not be deemed to include shares of stock of the Corporation as reorganized
or readjusted, or securities of the Corporation or any other corporation
provided for by a plan of reorganization or readjustment, in each case, which
are subordinated in right of payment to all Senior Debt which may at the time be
outstanding to the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article. The consolidation of the
Corporation with, or the merger of the Corporation into, another Person or the
liquidation or dissolution of the Corporation following the conveyance or
transfer of its properties and assets substantially as an entirety to another
Person upon the terms and conditions set forth in Article VIII shall not be
deemed a dissolution, winding up, liquidation, reorganization, assignment for
the benefit of creditors or marshaling of assets and liabilities of the
Corporation for the purposes of this Section if the Person formed by such
consolidation or into which the Corporation is merged or the Person which
acquires by conveyance, transfer or lease such properties and assets
substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger, conveyance, transfer or lease, comply with the conditions
set forth in Article VIII.
Section 12.3. Prior Payment to Senior Debt Upon Acceleration of Securities.
In the event that any Securities are declared due and payable before their
Stated Maturity, then and in such event the holders of Senior Debt shall be
entitled to receive payment in full of all amounts due or to become due on or in
respect of all Senior Debt (including any amounts due upon acceleration), or
provision shall be made for such payment in cash or cash equivalents, before the
Holders of the Securities are entitled to receive any payment of the principal
of, premium, if any, or interest on the Securities or on account of the purchase
or other acquisition of Securities.
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In the event that, notwithstanding the foregoing, the Corporation shall make
any payment to the Trustee or to or on behalf of the Holder of any Security
prohibited by the foregoing provisions of this Section, and if such fact shall,
at or prior to the time of such payment, have been made actually known to the
Trustee or, as the case may be, such Holder, then and in such event such payment
shall be paid over and delivered forthwith to the Corporation.
The provisions of this Section shall not apply to any payment with respect to
which Section 12.2 would be applicable.
Section 12.4. No Payment When Senior Debt in Default.
In the event and during the continuation of any default in the payment of
principal of (or premium, if any) or interest on any Senior Debt beyond any
applicable grace period with respect thereto, or in the event that any event of
default with respect to any Senior Debt shall have occurred and be continuing
and shall have resulted in such Senior Debt becoming or being declared due and
payable prior to the date on which it would otherwise have become due and
payable, unless and until such event of default shall have been cured or waived
or shall have ceased to exist and any such acceleration shall have been
rescinded or annulled or in the event any judicial proceeding shall be pending
with respect to any such default in payment, or event of default, then no
payment shall be made by the Corporation on account of principal of (or premium,
if any) or interest on the Securities or on account of the purchase or other
acquisition of Securities.
In the event that, notwithstanding the foregoing, the Corporation shall make
any payment to the Trustee or to or on behalf of the Holder of any Security
prohibited by the foregoing provisions of this Section, and if such fact shall,
at or prior to the time of such payment, have been made actually known to the
Trustee or, as the case may be, such Holder, then and in such event such payment
shall be paid over and delivered forthwith to the Corporation.
The provisions of this Section shall not apply to any payment with respect to
which Section 12.2 would be applicable.
Section 12.5. Payment Permitted If No Default.
Nothing contained in this Article or elsewhere in this Indenture or in any of
the Securities shall prevent (a) the Corporation, at any time except during the
pendency of any case, proceeding, dissolution, liquidation or other winding up,
assignment for the benefit of creditors or other marshaling of assets and
liabilities of the Corporation referred to in Section 12.2 or under the
conditions described in Section 12.3 or 12.4, from making payments at any time
of principal of (and premium, if any) or interest on the Securities, or (b) the
application by the Trustee of any money deposited with it hereunder to the
payment of or on account of the principal of (and premium, if any) or interest
on the Securities of any series or the retention of such payment by
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the Holder, if, at the time of such application by the Trustee, it did not have
actual knowledge that such payment would have been prohibited by the provisions
of this Article.
Section 12.6. Subrogation to Rights of Holders of Senior Debt.
Subject to the payment in full of all amounts due or to become due on all
Senior Debt, or the provision for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Debt, the Holders of
the Securities shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Debt pursuant to the provisions
of this Article (equally and ratably with the holders of all indebtedness of the
Corporation which by its express terms is subordinated to Senior Debt of the
Corporation to substantially the same extent as the Securities are subordinated
to the Senior Debt and is entitled to like rights of subrogation by reason of
any payments or distributions made to holders of such Senior Debt) to the rights
of the holders of such Senior Debt to receive payments and distributions of
cash, property and securities applicable to the Senior Debt until the principal
of (and premium, if any) and interest on the Securities shall be paid in full.
For purposes of such subrogation, no payments or distributions to the holders of
the Senior Debt of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to the
holders of Senior Debt by Holders of the Securities or the Trustee, shall, as
among the Corporation, its creditors other than holders of Senior Debt, and the
Holders of the Securities, be deemed to be a payment or distribution by the
Corporation to or on account of the Senior Debt.
Section 12.7. Provisions Solely to Define Relative Rights.
The provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders of the Securities on the one hand
and the holders of Senior Debt on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or
shall (a) impair, as between the Corporation and the Holders of the Securities,
the obligations of the Corporation, which are absolute and unconditional, to pay
to the Holders of the Securities the principal of (and premium, if any) and
interest (including any Additional Interest) on the Securities as and when the
same shall become due and payable in accordance with their terms; or (b) affect
the relative rights against the Corporation of the Holders of the Securities and
creditors of the Corporation other than their rights in relation to the holders
of Senior Debt; or (c) prevent the Trustee or any Holder of the Securities from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture including, without limitation, filing and voting claims in any
Proceeding, subject to the rights, if any, under this Article of the holders of
Senior Debt to receive cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder.
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Section 12.8. Trustee to Effectuate Subordination.
Each Holder of the Securities by his or her acceptance thereof authorizes and
directs the Trustee on his or her behalf to take such action as may be necessary
or appropriate to acknowledge or effectuate the subordination provided in this
Article and appoints the Trustee his or her attorney-in-fact for any and all
such purposes.
Section 12.9. No Waiver of Subordination Provisions.
No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Corporation or by any
act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Corporation with the terms, provisions and covenants of
this Indenture, regardless of any knowledge thereof that any such holder may
have or be otherwise charged with.
Without in any way limiting the generality of the immediately preceding
paragraph, the holders of Senior Debt may, at any time and from to time, without
the consent of or notice to the Trustee or the Holders of the Securities,
without incurring responsibility to the Holders of the Securities and without
impairing or releasing the subordination provided in this Article or the
obligations hereunder of the Holders of the Securities to the holders of Senior
Debt, do any one or more of the following: (i) change the manner, place or
terms of payment or extend the time of payment of, or renew or alter, Senior
Debt, or otherwise amend or supplement in any manner Senior Debt or any
instrument evidencing the same or any agreement under which Senior Debt is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Debt; (iii) release any Person
liable in any manner for the collection of Senior Debt; and (iv) exercise or
refrain from exercising any rights against the Corporation and any other Person.
Section 12.10. Notice to Trustee.
The Corporation shall give prompt written notice to the Trustee of any fact
known to the Corporation which would prohibit the making of any payment to or by
the Trustee in respect of the Securities. Notwithstanding the provisions of this
Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the
Corporation or a holder of Senior Debt or from any trustee, agent or
representative therefor; provided, however, that if the Trustee shall not have
received the notice provided for in this Section at least two Business Days
prior to the date upon which by the terms hereof any monies may become payable
for any purpose (including, without limitation, the payment of the principal of
(and premium, if any) or interest (including any Additional Interest) on any
Security), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such
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monies and to apply the same to the purpose for which they were received and
shall not be affected by any notice to the contrary which may be received by it
within two Business Days prior to such date.
Subject to the provisions of Section 6.1, the Trustee shall be entitled to
rely conclusively on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee or attorney-in-
fact therefor) to establish that such notice has been given by a holder of
Senior Debt (or a trustee or attorney-in-fact therefor). In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Senior Debt to participate in any
payment or distribution pursuant to this Article, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Debt held by such Person, the extent to which such Person
is entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.
Section 12.11. Reliance on Judicial Order or Certificate of Liquidating
Agent.
Upon any payment or distribution of assets of the Corporation referred to in
this Article, the Trustee, subject to the provisions of Section 6.1, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior Debt and
other indebtedness of the Corporation, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.
Section 12.12. Trustee Not Fiduciary for Holders of Senior Debt.
The Trustee, in its capacity as trustee under this Indenture, shall not be
deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be
liable to any such holders if it shall in good faith mistakenly pay over or
distribute to Holders of Securities or to the Corporation or to any other Person
cash, property or securities to which any holders of Senior Debt shall be
entitled by virtue of this Article or otherwise. With respect to the holders of
Senior Debt, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article, and no
implied covenants or obligations with respect to holders of Senior Debt shall be
read into this Indenture against the Trustee.
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Section 12.13. Rights of Trustee as Holder of Senior Debt; Preservation of
Trustee's Rights.
The Trustee in its individual capacity shall be entitled to all the rights set
forth in this Article with respect to any Senior Debt which may at any time be
held by it, to the same extent as any other holder of Senior Debt, and nothing
in this Indenture shall deprive the Trustee of any of its rights as such holder.
Nothing in this Article shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 6.7.
Section 12.14. Article Applicable to Paying Agents.
In case at any time any Paying Agent other than the Trustee shall have been
appointed by the Corporation and be then acting hereunder, the term "Trustee" as
used in this Article shall in such case (unless the context otherwise requires)
be construed as extending to and including such Paying Agent within its meaning
as fully for all intents and purposes as if such Paying Agent were named in this
Article in addition to or in place of the Trustee.
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* * * *
This instrument may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
RIGGS NATIONAL CORPORATION
By: /s/ Linda Madrid
------------------------------
Attest: __________________
THE BANK OF NEW YORK
as Trustee
By: /s/ Byron Merino
------------------------------
Assistant Treasurer
Notary: /s/ William J. Cassels
--------------------------
Notary Public,
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EXHIBIT 4 (D)
CERTIFICATE OF TRUST
OF
RIGGS CAPITAL
This Certificate of Trust of Riggs Capital II (the "Trust"), dated March 4,
1997, is being duly executed and filed by the undersigned, as trustee, to form a
business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 et
seq.).
1. Name. The name of the business trust being formed hereby is Riggs
Capital II.
2. Delaware Trustees. The name and business address of the trustee
of the Trust with a principal place of business in the State of Delaware is The
Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware,
19711.
3. Effective Date. This Certificate of Trust shall be effective as
of March 4, 1997.
IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust,
have executed this Certificate of Trust as of the date first above written.
THE BANK OF NEW YORK
(DELAWARE), as Trustee
By: /s/ Mary Jane Morrisey
------------------------
Name: Mary Jane Morrissey
Title:Authorized Signatory
/s/ Linda A. Madrid
-----------------------
Linda A. Madrid,
as Trustee
/s/ Timothy C. Coughlin
--------------------------
Timothy C. Coughlin
as Trustee
<PAGE>
EXHIBIT 4 (e)
TRUST AGREEMENT
OF
RIGGS CAPITAL II
This TRUST AGREEMENT, dated as of March 5, 1997, between Riggs
National Corporation, a Delaware corporation, as "Depositor" and Linda A. Madrid
and Timothy C. Coughlin as "Administrative Trustees" and The Bank of New York
(Delaware) as "Delaware Trustee" (the Delaware Trustee and the Administrative
Trustees together, the "Trustees"). The Depositor and the Trustee hereby agree
as follows:
1. The trust created hereby shall be known as Riggs Capital II, in
which name the Trustee, or the Depositor to the extent provided herein, may
engage in the transactions contemplated hereby, make and execute contracts, and
sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trustee the sum of $10. The Administrative Trustees hereby acknowledge
receipt of such amount in trust from the Depositor, which amount shall
constitute the initial trust estate. The Trustees hereby declare that they will
hold the trust estate in trust for the Depositor. It is the intention of the
parties hereto that the Trust created hereby constitute a business trust under
Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. (S) 3801 et seq. (the
------ -- ---
"Business Trust Act"), and that this document constitute the governing
instrument of the Trust. The Trustees are hereby authorized and directed to
execute and file a certificate of trust with the Delaware Secretary of State in
accordance with the provisions of the Business Trust Act.
3. The Depositor and the Trustees shall enter into an amended and
restated Trust Agreement, satisfactory to each such party, to provide for the
contemplated operation of the Trust created hereby and the issuance of the
Preferred Securities and Common Securities of the Trust. Prior to the execution
and delivery of such amended and restated Trust Agreement, the Trustee (or
Trustees, as may be applicable) shall not have any duty or obligation hereunder
or with respect to the trust estate, except as otherwise required by applicable
law or as may be necessary to obtain prior to such execution and delivery any
licenses, consents or approvals required by applicable law or otherwise.
4. The Depositor and the Administrative Trustees hereby authorize the
Depositor, as the sponsor of the Trust
<PAGE>
and at its sole discretion, (i) to take such actions as each may deem necessary
-
or appropriate to make the Preferred Securities eligible to be offered pursuant
to Rule 144A under the Securities Act of 1933, as amended; (ii) to file with The
--
Depositary Trust Company or with any other exchange or trading facility located
in the United States of America or abroad (each, an "Exchange") and execute on
behalf of the Trust a registration or listing application or applications and
all other applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the Preferred Securities
to be registered or listed on any Exchange or trading facility; (iii) to
---
file and execute on behalf of the Trust such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of process and
other papers and documents as the Depositor, on behalf of the Trust, may deem
necessary or desirable; (iv) to execute on behalf of the Trust such Purchase
--
Agreements with one or more underwriters relating to the offering of the
Preferred Securities as the Depositor, on behalf of the Trust, may deem
necessary or desirable; and (v) to take or cause to be taken any and all acts
-
that the Depositor, in its sole discretion, may deem necessary or advisable to
carry out the purpose of the Trust. In the event that any filing referred to in
clauses (ii) and (iii) above is required, by the rules and regulations of any
trading facility or Exchange, state securities or Blue Sky laws, or any
applicable federal or state laws or regulations, to be executed on behalf of the
Trust by a Trustee, any administrative Trustee is hereby authorized to join in
any such filing and to execute on behalf of the Trust any and all of the
foregoing.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of Trustees initially shall be three (3) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor which may increase or decrease
the number of Trustees; provided, however, that to the extent required by the
Business Trust Act, the Delaware Trustee shall either be a natural person who is
a resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any Trustee at any
time. The Trustee may resign upon thirty days' prior notice to the Depositor
provided, however, such notice shall not be required if it is waived by the
- -------- -------
Depositor.
-2-
<PAGE>
7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
[Remainder of Page Intentionally Blank]
-3-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.
RIGGS NATIONAL CORPORATION,
as Depositor
By: __________________________________________
Name:
Title:
THE BANK OF NEW YORK
(DELAWARE)
as Delaware Trustee
By:
___________________________________________
Name:
Title:
______________________________________________
Linda A. Madrid,
as Administrative
Trustee
/s/ Timothy C. Coughlin
-----------------------------------------------
Timothy C. Coughlin,
as Adminsitrative
Trustee
-4-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.
RIGGS NATIONAL CORPORATION,
as Depositor
By: /s/ Linda A. Madrid
------------------------------------------
Name: Linda A. Madrid
Title: Senior Vice President
THE BANK OF NEW YORK
(DELAWARE)
as Trustee
By: /s/ Melissa J. Beneduce
-------------------------------------------
Name: Melissa J. Beneduce
Title: Assistant Vice President
/s/ Linda A. Madrid,
----------------------------------------------
Linda A. Madrid,
as Administrative
Trustee
______________________________________________
Timothy C. Coughlin,
as Adminsitrative
Trustee
-4-
<PAGE>
EXHIBIT 4 (f)
====================================================================
AMENDED AND RESTATED
TRUST AGREEMENT
among
RIGGS NATIONAL CORPORATION,
as Depositor,
THE BANK OF NEW YORK,
as Property Trustee,
THE BANK OF NEW YORK (DELAWARE),
as Delaware Trustee,
and
THE ADMINISTRATIVE TRUSTEES NAMED HEREIN
AND THE HOLDERS OF TRUST SECURITIES
Dated as of March 12, 1997
Riggs Capital II
====================================================================
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
ARTICLE I
Defined Terms.................................... 2
Section 1.1. Definitions......................................................... 2
ARTICLE II.
Continuation of the Trust............................... 12
Section 2.1. Name................................................................ 12
Section 2.2. Office of the Delaware Trustee; Principal Place of Business......... 12
Section 2.3. Initial Contribution of Trust Property; Organizational
Expenses............................................................ 12
Section 2.4. Issuance of the Preferred Securities................................ 13
Section 2.5. Issuance of the Common Securities; Subscription and
Purchase of Debentures.............................................. 13
Section 2.6. Declaration of Trust................................................ 13
Section 2.7. Authorization to Enter into Certain Transactions.................... 14
Section 2.8. Assets of Trust..................................................... 18
Section 2.9. Title to Trust Property............................................. 18
ARTICLE III.
Payment Account...................................... 18
Section 3.1. Payment Account..................................................... 18
ARTICLE IV.
Distributions; Redemption................................ 19
SECTION 4.1. Distributions....................................................... 19
SECTION 4.2. Redemption.......................................................... 20
Section 4.3. Subordination of Common Securities.................................. 22
Section 4.4. Payment Procedures.................................................. 23
Section 4.5. Tax Returns and Reports............................................. 23
Section 4.6. Payment of Taxes, Duties, Etc. of the Trust......................... 23
Section 4.7. Payments under Indenture or Pursuant to Direct Actions.............. 24
</TABLE>
i
<PAGE>
<TABLE>
<S> <C>
ARTICLE V.
Trust Securities.................................................................. 24
Section 5.1. Initial Ownership.................................................... 24
Section 5.2. The Preferred Securities............................................. 24
Section 5.3. Execution and Delivery of Trust Securities........................... 25
Section 5.4. Global Preferred Securities.......................................... 25
Section 5.5. Registration, Registration of Transfer and
Exchange of Preferred Securities generally;
Certain Transfer and Exchanges; Securities
Act Legends.......................................................... 27
Section 5.6. Mutilated, Destroyed, Lost or Stolen Trust
Securities Certificates.............................................. 31
Section 5.7. Persons Deemed Securityholders....................................... 31
Section 5.8. Access to List of Securityholders' Names and Addresses............... 31
Section 5.9. Maintenance of Office or Agency...................................... 31
Section 5.10. Appointment of Paying Agent......................................... 32
Section 5.11. Ownership of Common Securities by Depositor......................... 32
Section 5.12. Notices to Clearing Agency.......................................... 33
Section 5.13. Temporary Preferred Securities...................................... 33
Section 5.14. Rights of Securityholders........................................... 33
ARTICLE VI.
Acts of Securityholders; Meetings; Voting......................................... 36
Section 6.1. Limitations on Voting Rights......................................... 36
Section 6.2. Notice of Meetings................................................... 37
Section 6.3. Meetings of Preferred Securityholders................................ 37
Section 6.4. Voting Rights........................................................ 37
Section 6.5. Proxies, etc......................................................... 38
Section 6.6. Securityholder Action by Written Consent............................. 38
Section 6.7. Record Date for Voting and Other Purposes............................ 38
Section 6.8. Acts of Securityholders.............................................. 38
Section 6.9. Inspection of Records................................................ 39
ARTICLE VIII.
The Trustees.................................... 43
Section 8.1. Certain Duties and Responsibilities.................................. 43
Section 8.2. Certain Notices...................................................... 44
Section 8.3. Certain Rights of Property Trustee................................... 45
Section 8.4. Not Responsible for Recitals or Issuance of Securities............... 47
Section 8.5. May Hold Securities.................................................. 47
</TABLE>
ii
<PAGE>
<TABLE>
<S> <C>
Section 8.6. Compensation; Indemnity; Fees....................................... 47
Section 8.7. Corporate Property Trustee Required; Eligibility of Trustees........ 48
Section 8.8. Conflicting Interests............................................... 49
Section 8.9. Co-Trustees and Separate Trustee.................................... 49
Section 8.10. Resignation and Removal; Appointment of Successor.................. 51
Section 8.11. Acceptance of Appointment by Successor............................. 52
Section 8.12. Merger, Conversion, Consolidation or Succession to Business........ 53
Section 8.13. Preferential Collection of Claims Against Depositor or Trust....... 53
Section 8.14. Reports by Property Trustee........................................ 54
Section 8.15. Reports to the Property Trustee.................................... 55
Section 8.16. Evidence of Compliance with Conditions Precedent................... 55
Section 8.17. Number of Trustees................................................. 55
Section 8.18. Delegation of Power................................................ 56
ARTICLE IX.
Termination, Liquidation and Merger............................ 56
Section 9.1. Termination Upon Expiration Date.................................... 56
Section 9.2. Early Termination................................................... 56
Section 9.3. Termination......................................................... 57
Section 9.4. Liquidation......................................................... 57
Section 9.5. Mergers, Consolidations, Amalgamations or Replacements of the Trust. 59
ARTICLE X.
Miscellaneous Provisions.............................. 60
Section 10.1. Limitation of Rights of Securityholders............................ 60
Section 10.2. Amendment.......................................................... 60
Section 10.3. Separability....................................................... 61
Section 10.5. Payments Due on Non-Business Day................................... 62
Section 10.6. Successors......................................................... 62
Section 10.7. Headings........................................................... 62
Section 10.8. Reports, Notices and Demands....................................... 62
Section 10.9. Agreement Not to Petition.......................................... 63
Section 10.10. Trust Indenture Act; Conflict with Trust Indenture Act............ 63
Section 10.11. Acceptance of Terms of Trust Agreement, Guarantee and Indenture... 64
SECTION 10.12. Counterparts...................................................... 64
</TABLE>
iii
<PAGE>
Riggs Capital II
Certain Sections of this Trust Agreement relating to
Sections 310 through 318 of the
Trust Indenture Act of 1939:
<TABLE>
<CAPTION>
Trust Indenture Trust Agreement
Act Section Section
- --------------- ---------------
<S> <C>
((S)) 310 (a)(1).............................. 8.7
(a)(2).............................. 8.7
(a)(3).............................. 8.9
(a)(4).............................. 2.7(a)(ii)
(b)................................. 8.8
((S)) 311 (a)................................. 8.13
(b)................................. 8.13
((S)) 312 (a)................................. 5.7
(b)................................. 5.7
(c)................................. 5.7
((S)) 313 (a)................................. 8.14(a)
(a)(4).............................. 8.14(b)
(b)................................. 8.14(b)
(c)................................. 10.8
(d)................................. 8.14(c)
((S)) 314 (a)................................. 8.15
(b)................................. Not Applicable
(c)(1).............................. 8.16
(c)(2).............................. 8.16
(c)(3).............................. Not Applicable
(d)................................. Not Applicable
(e)................................. 1.1, 8.16
((S)) 315 (a)................................. 8.1(a), 8.3(a)
(b)................................. 8.2, 10.8
(c)................................. 8.1(a)
(d)................................. 8.1, 8.3
(e)................................. Not Applicable
((S)) 316 (a)................................. Not Applicable
(a)(1)(A)........................... Not Applicable
(a)(1)(B)........................... Not Applicable
(a)(2).............................. Not Applicable
(b)................................. 5.14
(c)................................. 6.7
</TABLE>
-i-
<PAGE>
<TABLE>
<S> <C>
((S)) 317 (a)(1).............................. Not Applicable
(a)(2).............................. Not Applicable
(b)................................. 5.9
((S)) 318 (a)................................. 10.10
</TABLE>
___________
Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to
be a part of the Trust Agreement.
-ii-
<PAGE>
AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 12, 1997,
among (i) Riggs National Corporation, a Delaware corporation (including any
successors or assigns, the "Depositor"), (ii) The Bank of New York, a banking
corporation organized under the laws of the State of New York, as property
trustee (in each such capacity, the "Property Trustee" and, in its separate
corporate capacity and not in its capacity as Property Trustee, the "Bank"),
(iii) The Bank of New York (Delaware), a banking corporation organized under the
laws of the State of Delaware, as Delaware trustee (the "Delaware Trustee"),
(iv) Timothy C. Coughlin, an individual, and Linda A. Madrid, an individual,
each of whose address is c/o Riggs National Corporation, 1503 Pennsylvania
Avenue, N.W., Washington, D.C. 20005 (each an "Administrative Trustee" and
collectively, the "Administrative Trustees") (the Property Trustee, the Delaware
Trustee and the Administrative Trustees referred to collectively as the
"Trustees") and (v) the several Holders, as hereinafter defined.
WITNESSETH
WHEREAS, the Depositor and the Delaware Trustee have heretofore duly
declared and established a business trust, Riggs Capital II, pursuant to the
Delaware Business Trust Act by the entering into that certain Trust Agreement,
dated as of March 5, 1997 (the "Original Trust Agreement"), and by the execution
and filing by the Property Trustee and the Delaware Trustee with the Secretary
of State of the State of Delaware of the Certificate of Trust, filed on March 4,
1997, attached as Exhibit A; and
WHEREAS, the Depositor and the Trustees desire to amend and restate
the Original Trust Agreement in its entirety as set forth herein to provide for,
among other things, (i) the issuance of the Common Securities by the Trust to
the Depositor, (ii) the issuance and sale of the Preferred Securities by the
Trust pursuant to the Purchase Agreement, (iii) the acquisition by the Trust
from the Depositor of all of the right, title and interest in the Debentures and
(iv) the appointment of the Administrative Trustees;
NOW THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party, for the benefit of the other parties
and for the benefit of the Securityholders, as hereinafter defined, hereby
amends and restates the Original Trust Agreement in its entirety and agrees as
follows:
<PAGE>
ARTICLE I
Defined Terms
Section 1.1. Definitions.
For all purposes of this Trust Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
(a) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;
(b) all other terms used herein that are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;
(c) unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may be,
of this Trust Agreement; and
(d) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Trust Agreement as a whole and not to any
particular Article, Section or other subdivision.
"Act" has the meaning specified in Section 6.8.
"Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of Additional Interest (as
defined in the Indenture) paid by the Depositor on a Like Amount of Debentures
for such period.
"Additional Sums" has the meaning specified in Section 10.6 of the
Indenture.
"Administrative Trustee" means each of the Persons identified as an
"Administrative Trustee" in the preamble to this Trustee Agreement solely in
such Person's capacity as Administrative Trustee of the Trust formed and
continued hereunder and not in such Person's individual capacity, or such
Administrative Trustee's successor in interest in such capacity, or any
successor trustee appointed as herein provided.
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
-2-
<PAGE>
"Agent Member" means any member of, or participant in, the Depositary.
"Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Preferred Security, the rules and procedures of
the Clearing Agency for such Global Preferred Security, in each case to the
extent applicable to such transaction and as in effect from time to time.
"Bank" has the meaning specified in the preamble to this Trust
Agreement.
"Bankruptcy Event" means, with respect to any Person:
(a) the entry of a decree or order by a court having jurisdiction in
the premises judging such Person a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjudication or
composition of or in respect of such Person under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law, or appointing
a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of such Person or of any substantial part of its property or ordering
the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; or
(b) the institution by such Person of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or similar official) of
such Person or of any substantial part of its property, or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due and its willingness
to be adjudicated a bankrupt, or the taking of corporate action by such Person
in furtherance of any such action.
"Bankruptcy Laws" has the meaning specified in Section 10.9.
"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Depositor to have been duly adopted
by the Depositor's Board of Directors, or such committee of the Board of
Directors or officers of the Depositor to which authority to act on behalf of
the Board of Directors has been delegated, and to be in full force and effect on
the date of such certification, and delivered to the appropriate Trustee.
"Business Day" means a day other than (a) a Saturday or Sunday, (b) a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed, or (c) a day on which the
Property Trustee's Corporate Trust Office or the Corporate Trust Office of the
Debenture Trustee is closed for business.
-3-
<PAGE>
"Capital Treatment Event" means the reasonable determination by the
Depositor that, as a result of the occurrence of any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision thereof or
therein, or as a result of any official or administrative pronouncement or
action or judicial decision interpreting or applying such laws or regulations,
which amendment or change is effective or such pronouncement, action or decision
is announced on or after the date of issuance of the Preferred Securities
hereunder, there is more than an insubstantial risk that the Depositor will not
be entitled, subsequent to the effectiveness of such amendment or change or the
announcement of such pronouncement, action or decision, to treat as "Tier I
Capital" (or the then equivalent thereof) a portion of the Liquidation Amount of
the Preferred Securities substantially equal to or greater than the portion
thereof it was entitled to treat as "Tier I Capital" (or the then equivalent
thereof) immediately prior to the effectiveness of such amendment or change or
the announcement of such pronouncement, action or decision for purposes of the
capital adequacy guidelines of the Federal Reserve, as then in effect and
applicable to the Depositor.
"Certificate Depositary Agreement" means the agreement among the
Trust, the Depositor and The Depository Trust Company, as the initial Clearing
Agency, dated as of the Closing Date, relating to the Trust Securities
Certificates, substantially in the form attached as Exhibit B, as the same may
be amended and supplemented from time to time.
"Certificate of Trust" has the meaning specified in the recitals
hereof.
"Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The Depository Trust Company will be the initial Clearing Agency.
"Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.
"Closing Time" has the meaning specified in the Purchase Agreement.
"Code" means the Internal Revenue Code of 1986, as amended.
"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.
"Common Security" means an undivided beneficial interest in the assets
of the Trust, having a Liquidation Amount of $1,000 and having the rights
provided therefor in this
-4-
<PAGE>
Trust Agreement, including the right to receive Distributions and a Liquidation
Distribution as provided herein.
"Common Securities Certificate" means a certificate evidencing
ownership of Common Securities, substantially in the form attached as Exhibit B.
"Corporate Trust Office" means (i) when used with respect to the
Property Trustee, the principal corporate trust office of the Property Trustee
located in New York, New York, and (ii) when used with respect to the Debenture
Trustee, the principal corporate trust office of the Debenture Trustee located
in New York, New York.
"Debenture Event of Default" means an "Event of Default" as defined in
the Indenture.
"Debenture Redemption Date" means, with respect to any Debentures to
be redeemed under the Indenture, the date fixed for redemption under the
Indenture.
"Debenture Tax Event" means a "Tax Event" as defined in the Indenture.
"Debenture Trustee" means The Bank of New York, a banking corporation
organized under the laws of the State of New York, and any successor thereto, as
trustee under the indenture.
"Debentures" means the aggregate principal amount of the Depositor's
8% Junior Subordinated Deferrable Interest Debentures, Series C, issued
pursuant to the Indenture.
"Definitive Preferred Security" means a Preferred Security issued in
certificated, fully registered form (non-global) as provided in Section 5.2, 5.4
or 5.12, substantially in the form set forth in Exhibit C-2.
"Delaware Business Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. ((S)) 3801, et seq., as it may be amended from time to
time.
"Delaware Trustee" means the Person identified as the "Delaware
Trustee" in the preamble to this Trust Agreement solely in its capacity as
Delaware Trustee of the Trust formed and continued hereunder and not in its
individual capacity, or its successor in interest in such capacity, or any
successor trustee appointed as herein provided.
"Depositor" has the meaning specified in the preamble to this Trust
Agreement.
"Distribution Date" has the meaning specified in Section 4.1(a).
"Distributions" means amounts payable in respect of the Trust
Securities as provided in Section 4.1.
-5-
<PAGE>
"Early Termination Event" has the meaning specified in Section 9.2.
"DTC" means the Depository Trust Company (or any successor securities
clearing agency).
"Event of Default" means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(a) the occurrence of a Debenture Event of Default; or
(b) default by the Trust in the payment of any Distribution when it
becomes due and payable, and continuation of such default for a period of 30
days; or
(c) default by the Trust in the payment of any Redemption Price of any
Trust Security when it becomes due and payable; or
(d) default in the performance, or breach, in any material respect, of
any covenant or warranty of the Trustees in this Trust Agreement (other than a
covenant or warranty a default in the performance or breach of which is dealt
with in clause (b) or (c) above) and continuation of such default or breach for
a period of 60 days after there has been given, by registered or certified mail,
to the defaulting Trustee or Trustees by the Holders of at least 25% in
aggregate Liquidation Amount of the Outstanding Preferred Securities a written
notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; or
(e) the occurrence of a Bankruptcy Event with respect to the Property
Trustee and the failure by the Depositor to appoint a successor Property Trustee
within 60 days thereof.
"Expense Agreement" means the Agreement as to Expenses and Liabilities
between the Depositor and the Trust entered into on March 12, 1997.
"Expiration Date" has the meaning specified in Section 9.1.
"Federal Reserve" means the Board of Governors of the Federal Reserve
System, as from time to time constituted, or if at any time after the execution
of this agreement the Federal Reserve is not existing in performing the duties
now assigned to it, then the body performing such duties at such time.
"Global Preferred Security" means a Preferred Security, the ownership
and transfers of which shall be made through book entries by a Clearing Agency
as described in Section 5.4.
-6-
<PAGE>
"Guarantee" means the Guarantee Agreement executed and delivered by
the Depositor and The Bank of New York, as trustee, contemporaneously with the
execution and delivery of this Trust Agreement, for the benefit of the Holders
of the Preferred Securities, as amended from time to time.
"Holder" mean a Person in whose name a Trust Security or Trust
Securities are registered in the Securities Register; any such person shall be
deemed to be a beneficial owner within the meaning of the Delaware Business
Trust Act.
"Indenture" means the Junior Subordinated Indenture, dated as of March
12, 1997, between the Depositor and the Debenture Trustee, as trustee, as
amended or supplemented from time to time.
"Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.
"Like Amount" means (a) with respect to a redemption of Trust
Securities, Trust Securities having a Liquidation Amount equal to that portion
of the principal amount of Debentures to be contemporaneously redeemed in
accordance with the Indenture, allocated to the Trust Securities pro rata based
upon the relative Liquidation Amounts of such Trust Securities and the proceeds
of which will be used to pay the Redemption Price of such Trust Securities, and
(b) with respect to a distribution of Debentures to Holders of Trust Securities
in exchange therefor in connection with a dissolution or liquidation of the
Trust, Debentures having a principal amount equal to the Liquidation Amount of
the Trust Securities of the Holder to whom such Debentures would be distributed.
"Liquidation Amount" means the stated amount of $1,000 per Trust
Security.
"Liquidation Date" means the date on which Debentures are to be
distributed to Holders of Trust Securities in connection with a termination and
liquidation of the Trust pursuant to Section 9.4(a).
"Liquidation Distribution" has the meaning specified in Section
9.4(d).
"1940 Act" means the Investment Company Act of 1940, as amended.
"Officers' Certificate" means a certificate signed by the Chairman and
Chief Executive Officer, President or a Vice President, and by the Treasurer, an
Associate Treasurer, an Assistant Treasurer, the Controller, the Secretary or an
Assistant Secretary, of the Depositor, and delivered to the appropriate Trustee.
One of the officers signing an Officers' Certificate given pursuant to Section
8.16 shall be the principal executive, financial or accounting officer of the
Depositor. Any Officers' Certificate delivered with
-7-
<PAGE>
respect to compliance with a condition or covenant provided for in this Trust
Agreement shall include:
(a) a statement that each officer signing the Officers' Certificate
has read the covenant or condition and the definitions relating thereto;
(b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers' Certificate;
(c) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and
(d) a statement as to whether, in the opinion of each such officer,
such condition or covenant has been complied with.
"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Trust, the Property Trustee or the Depositor, but not an
employee of any thereof, and who shall be reasonably acceptable to the Property
Trustee.
"Original Preferred Securities" has the meaning specified in Section
2.4.
"Original Trust Agreement" has the meaning specified in the recitals
to this Trust Agreement.
"Outstanding", when used with respect to Trust Securities, means, as
of the date of determination, all Trust Securities theretofore executed and
delivered under this Trust Agreement, except:
(a) Trust Securities theretofore cancelled by the Property Trustee or
delivered to the Property Trustee for cancellation;
(b) Trust Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Property Trustee or any
Paying Agent for the Holders of such Trust Securities; provided that, if such
Trust Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Trust Agreement; and
(c) Trust Securities which have been paid or in exchange for or in
lieu of which other Preferred Securities have been executed and delivered
pursuant to Sections 5.4, 5.5, 5.11 and 5.13;
provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Preferred Securities have given any
request, demand,
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<PAGE>
authorization, direction, notice, consent or waiver hereunder, Preferred
Securities owned by the Depositor, any Trustee or any Affiliate of the Depositor
or any Trustee shall be disregarded and deemed not to be Outstanding, except
that (a) in determining whether any Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Preferred Securities that such Trustee knows to be so owned shall be so
disregarded and (b) the foregoing shall not apply at any time when all of the
outstanding Preferred Securities are owned by the Depositor, one or more of the
Trustees and/or any such Affiliate. Preferred Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Administrative Trustees the pledgee's
right so to act with respect to such Preferred Securities and that the pledgee
is not the Depositor or any Affiliate of the Depositor.
"Owner" means each Person who is the beneficial owner of a beneficial
interest in a Global Preferred Security as reflected in the records of the
Clearing Agency or, if a Clearing Agency Participant is not the beneficial
owner, then as reflected in the records of a Person maintaining an account with
such Clearing Agency (directly or indirectly, in accordance with the rules of
such Clearing Agency).
"Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.10 and shall initially be The Bank of New York.
"Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee at The Bank of New York in its
trust department for the benefit of the Securityholders in which all amounts
paid in respect of the Debentures will be held and from which the Property
Trustee, through the Paying Agent, shall make payments to the Securityholders in
accordance with Sections 4.1 and 4.2.
"Person" means any individual, corporation, partnership, joint
venture, trust, limited liability company or corporation, unincorporated
organization or government or any agency or political subdivision thereof.
"Preferred Security" means an undivided beneficial interest in the
assets of the Trust, having a Liquidation Amount of $1,000 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.
"Purchase Agreement" means the Purchase Agreement, dated as of March
7, 1997, among the Trust, the Depositor and the Initial Purchaser named therein.
"Property Trustee" means the Person identified as the "Property
Trustee" in the preamble to this Trust Agreement solely in its capacity as
Property Trustee of the Trust heretofore formed and continued hereunder and not
in its individual capacity, or its successor in interest in such capacity, or
any successor property trustee appointed as herein provided.
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<PAGE>
"Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement; provided that each Debenture Redemption Date and the stated maturity
of the Debentures shall be a Redemption Date for a Like Amount of Trust
Securities.
"Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, plus the related amount of the premium, if
any, paid by the Depositor upon the concurrent redemption of a Like Amount of
Debentures allocated on a pro rata basis (based on Liquidation Amounts) among
the Trust Securities.
"Relevant Trustee" shall have the meaning specified in Section 8.10.
"Responsible Officer" means, when used with respect to the Property
Trustee, any officer assigned to the Corporate Trust Office, including any vice
president, assistant vice president, assistant treasurer, or any other officer
of the Property Trustee assigned by the Property Trustee to administer its
corporate trust matters.
"Rule 144A" means Rule 144A under the Securities Act.
"Rule 144A Preferred Securities Legend" means a legend substantially
in the form of the legend required in Exhibit D to be placed upon the Preferred
Securities.
"Rule 144A Global Preferred Security" means a Global Preferred
Security that bears the Rule 144A Preferred Securities Legend.
"Securities Act" means the United States Securities Act of 1933, as
amended.
"Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.5.
"Securityholder" or "Holder" means a Person in whose name a Trust
Security or Trust Securities is registered in the Securities Register; any such
Person shall be deemed to be a beneficial owner within the meaning of the
Delaware Business Trust Act; provided, however, that in determining whether the
Holders of the requisite amount of Preferred Securities have voted on any matter
provided for in this Trust Agreement, then for the purpose of any such
determination, so long as Definitive Preferred Securities certificates have not
been issued, the term Securityholders or Holders as used herein shall refer to
the Owners.
"Tax Event" means the receipt by the Trust of an Opinion of Counsel
experienced in such matters to the effect that, as a result of any amendment to,
or change (including any announced proposed change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of
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<PAGE>
any official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after the date of issuance of
the Preferred Securities under this Trust Agreement, there is more than an
insubstantial risk that (i) the Trust is, or will be within 90 days after the
date of such Opinion of Counsel, subject to United States federal income tax
with respect to income received or accrued on the Debentures, (ii) interest
payable by the Depositor on the Debentures is not, or within 90 days after the
date of such Opinion of Counsel, will not be, deductible by the Depositor, in
whole or in part, for United States federal income tax purposes or (iii) the
Trust is, or will be within 90 days after the date of such Opinion of Counsel,
subject to more than a de minimis amount of other taxes, duties, assessments or
other governmental charges. With respect to Debentures that are no longer held
by the Trust or another issuer, "Tax Event" means the receipt by the Corporation
of an opinion of counsel experienced in such matters to the effect that, as a
result of any amendment to, or change (including any announced proposed change)
in, the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, or as a result of
any official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which proposed change, pronouncement or decision is announced on or after the
date of issuance of the Debentures under the Indenture, there is more than an
insubstantial risk that interest payable by the Depositor on the Debentures is
not, or within 90 days of the date of such opinion will not be, deductible by
the Depositor, in a whole or in part, for United States federal income tax
purposes (each of the circumstances referred to in clauses (i), (ii) and (iii)
of the preceding sentence being referred to herein as an "Adverse Tax
Consequence").
"Transfer Agent" means any agent appointed by the Depositor for the
purpose of effecting book-entry transfers through the Clearing Agency of
interests in a Rule 144A Global Preferred Security for interests in an
Unrestricted Global Preferred Security.
"Trust" means the Delaware business trust created and continued hereby
and identified on the cover page to this Trust Agreement.
"Trust Agreement" means this Amended and Restated Trust Agreement, as
the same may be modified, amended or supplemented in accordance with the
applicable provisions hereof, including (i) all exhibits hereto and (ii) for all
purposes of this Trust Agreement and any such modification, amendment or
supplement, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this Trust Agreement and any such modification, amendment or
supplement, respectively.
"Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.
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<PAGE>
"Trust Property" means (a) the Debentures, (b) any cash on deposit in,
or owing to, the Payment Account and (c) all proceeds and rights in respect of
the foregoing and any other property and assets for the time being held or
deemed to be held by the Property Trustee pursuant to the trusts of this Trust
Agreement.
"Trust Security" means any one of the Common Securities or the
Preferred Securities.
"Trust Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.
"Trustees" means, collectively, the Property Trustee, the Delaware
Trustee and the Administrative Trustees.
"Unrestricted Global Preferred Security" means a Global Preferred
Security representing registered Preferred Securities or other securities not
"restricted securities" as defined under Rule 144A of the Securities Act.
"Unrestricted Securities Certification" means a certificate
substantially in the form set forth in Exhibit E.
ARTICLE II.
Continuation of the Trust
Section 2.1. Name.
The Trust continued hereby shall be known as "Riggs Capital II", as
such name may be modified from time to time by the Administrative Trustees
following written notice to the Holders of Trust Securities and the other
Trustees, in which name the Trustees may engage in the transactions contemplated
hereby, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued.
Section 2.2. Office of the Delaware Trustee; Principal Place of
Business.
The address of the Delaware Trustee in the State of Delaware is c/o
The Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware
19711, Attention: Corporate Trust Administration, or such other address in the
State of Delaware as the Delaware Trustee may designate by written notice to the
Securityholders and the Depositor. The principal executive office of the Trust
is c/o Riggs National Corporation, 1503 Pennsylvania Avenue, N.W., Washington,
D.C. 20005.
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<PAGE>
Section 2.3. Initial Contribution of Trust Property; Organizational
Expenses.
The Property Trustee acknowledges receipt in trust from the Depositor
in connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of any Trustee,
promptly reimburse such Trustee for any such expenses paid by such Trustee. The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses.
Section 2.4. Issuance of the Preferred Securities.
On March 7, 1997 the Depositor, on behalf of the Trust and pursuant to
the Original Trust Agreement, executed and delivered the Purchase Agreement.
Contemporaneously with the execution and delivery of this Trust Agreement, an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with
Section 5.2 and deliver to the Initial Purchaser named in the Purchase
Agreement, Preferred Securities certificates, registered in the name of the
nominee of the initial Clearing Agency, in an aggregate amount of 200,000
Preferred Securities having an aggregate Liquidation Amount of $200,000,000,
against receipt of such aggregate purchase price of such Preferred Securities of
$200,000,000, which amount such Administrative Trustee shall promptly deliver to
the Property Trustee.
Section 2.5. Issuance of the Common Securities; Subscription and
Purchase of Debentures.
Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.2 and deliver to the Depositor Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount of
6,186 Common Securities having an aggregate Liquidation Amount of $6,186,000
against payment by the Depositor of such amount, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee.
Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust,
shall subscribe to and purchase from the Depositor Debentures, registered in the
name of the Property Trustee and having an aggregate principal amount equal to
$206,186,000, and, in satisfaction of the purchase price for such Debentures,
the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the
sum of $206,186,000 (being the sum of the amounts delivered to the Property
Trustee pursuant to (i) the second sentence of Section 2.4 and (ii) the first
sentence of this Section 2.5).
Section 2.6. Declaration of Trust.
The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Securities and use the proceeds from such sale to invest in the
Debentures and (b) to
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<PAGE>
engage in those activities necessary or incidental thereto. The Depositor hereby
appoints the Trustees as trustees of the Trust, to have all the rights, powers
and duties to the extent set forth herein, and the Trustees hereby accept such
appointment. The Property Trustee hereby declares that it will hold the Trust
Property in trust upon and subject to the conditions set forth herein for the
benefit of the Trust and the Securityholders. The Administrative Trustees shall
have all rights, powers and duties set forth herein and in accordance with
applicable law with respect to accomplishing the purposes of the Trust. The
Delaware Trustee shall not be entitled to exercise any powers, nor shall the
Delaware Trustee have any of the duties and responsibilities, of the Property
Trustee or the Administrative Trustees set forth herein. The Delaware Trustee
shall be one of the Trustees of the Trust for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.
Section 2.7. Authorization to Enter into Certain Transactions.
(a) The Trustees shall conduct the affairs of the Trust in accordance
with the terms of this Trust Agreement. Subject to the limitations set forth in
paragraph (b) of this Section, and in accordance with the following provisions
(i) and (ii), the Trustees shall have the authority to enter into all
transactions and agreements determined by the Trustees to be appropriate in
exercising the authority, express or implied, otherwise granted to the Trustees
under this Trust Agreement, and to perform all acts in furtherance thereof,
including without limitation, the following:
(i) As among the Trustees, each Administrative Trustee shall have
the power and authority to act on behalf of the Trust with respect to
the following matters:
(A) the issuance and sale of the Trust Securities;
(B) without the consent of any Person to cause the Trust to
enter into, and to execute, deliver and perform on behalf of the
Trust, the Expense Agreement, the Registration Rights Agreement
and the Certificate Depositary Agreement and such other agreements
as may be necessary or desirable in connection with the purposes
and function of the Trust;
(C) assisting, in connection with the Registration Rights
Agreement, in the registration of the Preferred Securities under
the Securities Act of 1933, as amended (including executing the
Registration Statement), and under state securities or blue sky
laws, and the qualification of this Trust Agreement as a trust
indenture under the Trust Indenture Act;
(D) assisting in the registration or listing, if any, of the
Preferred Securities on such national securities exchange or
exchanges or automated quotation system or systems as shall be
determined by the Depositor and the
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<PAGE>
registration of the Preferred Securities under the Securities
Exchange Act of 1934, as amended, and the preparation, executing
and filing of all periodic and other reports and other documents
pursuant to the foregoing;
(E) the sending of notices (other than notices of default)
and other information regarding the Trust Securities and the
Debentures to the Securityholders in accordance with this Trust
Agreement;
(F) the appointment of a Paying Agent, authenticating agent
and Securities Registrar in accordance with this Trust Agreement;
(G) registering transfer of the Trust Securities in
accordance with this Trust Agreement;
(H) to the extent provided in this Trust Agreement, the
winding up of the affairs of and liquidation of the Trust and the
preparation, execution and filing of the certificate of
cancellation with the Secretary of State of the State of Delaware;
(I) unless otherwise determined by the Depositor, the
Property Trustee or the Administrative Trustees, or as otherwise
required by the Delaware Business Trust Act or the Trust Indenture
Act, to execute on behalf of the Trust (either acting alone or
together with any or all of the Administrative Trustees) any
documents that the Administrative Trustees have the power to
execute pursuant to this Trust Agreement;
(J) assisting in the designation of the Preferred Securities
for trading in the Private Offering, Resales and Trading through
the Automatic Linkages (PORTAL) system; and
(K) the taking of any action incidental to the foregoing as
the Trustees may from time to time determine is necessary or
advisable to give effect to the terms of this Trust Agreement for
the benefit of the Securityholders (without consideration of the
effect of any such action on any particular Securityholder).
(ii) As among the Trustees, the Property Trustee shall have the
power, duty and authority to act on behalf of the Trust with respect
to the following matters:
(A) the establishment of the Payment Account;
(B) the receipt of the Debentures;
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<PAGE>
(C) the collection of interest, principal (and premium, if
any) and any other payments made in respect of the Debentures in
the Payment Account;
(D) the distribution through the Paying Agent of amounts
owed to the Securityholders in respect of the Trust Securities;
(E) the exercise of all of the rights, powers and privileges
of a holder of the Debentures;
(F) the sending of notices of default and other information
regarding the Trust Securities and the Debentures to the
Securityholders in accordance with this Trust Agreement;
(G) the distribution of the Trust Property in accordance
with the terms of this Trust Agreement;
(H) to the extent provided in this Trust Agreement, the
winding up of the affairs of and liquidation of the Trust and the
preparation, execution and filing of the certificate of
cancellation with the Secretary of State of the State of Delaware;
(I) after an Event of Default (other than under paragraph
(b), (c), (d) or (e) of the definition of such term if such Event
of Default is by or with respect to the Property Trustee) the
taking of any ministerial action incidental to the foregoing as
the Property Trustee may from time to time determine is necessary
or advisable to give effect to the terms of this Trust Agreement
and protect and conserve the Trust Property for the benefit of the
Securityholders (without consideration of the effect of any such
action on any particular Securityholder); and
(J) except as otherwise provided in this Section 2.7(a)(ii),
the Property Trustee shall have none of the duties, liabilities,
powers or the authority of the Administrative Trustees set forth
in Section 2.7(a)(i).
(b) So long as this Trust Agreement remains in effect, the Trust (or
the Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trustees shall not (i) acquire any investments or
engage in any activities not authorized by this Trust Agreement, (ii) sell,
assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of
any of the Trust Property or interests therein, including to Securityholders,
except as expressly provided herein, (iii) take any action that would cause the
Trust to fail or cease to qualify as a "grantor trust" or cause the Trust to be
classified as a corporation for United States federal income tax purposes, (iv)
incur any indebtedness for borrowed
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<PAGE>
money or issue any other debt or (v) take or consent to any action that would
result in the placement of a Lien on any of the Trust Property. The
Administrative Trustees shall defend all claims and demands of all Persons at
any time claiming any Lien on any of the Trust Property adverse to the interest
of the Trust or the Securityholders in their capacity as Securityholders.
(c) In connection with the issue and sale of the Preferred Securities,
the Depositor shall have the right and responsibility to assist the Trust with
respect to, or effect on behalf of the Trust, the following (and any actions
taken by the Depositor in furtherance of the following prior to the date of this
Trust Agreement are hereby ratified and confirmed in all respects):
(i) the preparation by the Trust of an Offering Memorandum
in relation to the Preferred Securities and the preparation and filing
by the Trust with the Commission and the execution on behalf of the
Trust of a registration statement on the appropriate form in relation
to the Preferred Securities, including any amendments thereto;
(ii) the determination of the states in which to take
appropriate action to qualify or register for sale all or part of the
Preferred Securities and the determination of any and all such acts,
other than actions which must be taken by or on behalf of the Trust,
and the advice to the Trustees of actions they must take on behalf of
the Trust, and the preparation for execution and filing of any
documents to be executed and filed by the Trust or on behalf of the
Trust, as the Depositor deems necessary or advisable in order to
comply with the applicable laws of any such states or other applicable
jurisdictions in connection with the sale of the Preferred Securities;
(iii) the preparation for filing by the Trust and execution
on behalf of the Trust of an application to The Depository Trust
Company or any trading facility or exchange for registration or
listing upon notice of issuance of any Preferred Securities and filing
with such exchange such notifications and documents as may be
necessary from time to time to maintain such listing;
(iv) the preparation for filing by the Trust with the
Commission and the execution on behalf of the Trust of a registration
statement on Form 8-A relating to the registration of the Preferred
Securities under Section 12(b) or 12(g) of the Exchange Act, including
any amendments thereto;
(v) the negotiation of the terms of, and the execution and
delivery of, the Registration Rights Agreement, the Purchase Agreement
providing for the sale of the Preferred Securities and the negotiation
of the terms of and execution and delivery of, on behalf of the Trust,
the Purchase Agreement and such other
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agreements as may be necessary or desirable in connection with the
consummation thereof; and
(vi) the taking of any other actions necessary or desirable
to carry out any of the foregoing activities.
(d) Notwithstanding anything herein to the contrary, the
Administrative Trustees are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that the Trust will not be deemed to be an
"investment company" required to be registered under the 1940 Act, and will not
be classified as other than a grantor trust or as an association taxable as a
corporation for United States federal income tax purposes and so that the
Debentures will be treated as indebtedness of the Depositor for United States
Federal income tax purposes. In this connection, the Depositor and the
Administrative Trustees are authorized to take any action, not inconsistent with
applicable law, the Certificate of Trust or this Trust Agreement, that each of
the Depositor and any Administrative Trustee determines in its discretion to be
necessary or desirable for such purposes, as long as such action does not
adversely affect in any material respect the interests of the holders of the
Preferred Securities.
SECTION 2.8. Assets of Trust.
The assets of the Trust shall consist of the Trust Property.
Section 2.9. Title to Trust Property.
Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee for the benefit of the Trust and the Securityholders in
accordance with this Trust Agreement.
ARTICLE III.
Payment Account
SECTION 3.1. Payment Account.
(a) On or prior to the Closing Time, the Property Trustee shall
establish the Payment Account. The Property Trustee and any agent of the
Property Trustee shall have exclusive control and sole right of withdrawal with
respect to the Payment Account for the purpose of making deposits in and
withdrawals from the Payment Account in accordance with this Trust Agreement.
All moneys and other property deposited or held from time to time in the Payment
Account shall be held by the Property Trustee in the Payment Account for the
exclusive benefit of the Securityholders and for distribution as herein
provided, including (and subject to) any priority of payments provided for
herein.
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(b) The Property Trustee shall deposit in the Payment Account,
promptly upon receipt, all payments of principal of, premium (if any) or
interest on, and any other payments or proceeds with respect to, the Debentures.
Amounts held in the Payment Account shall not be invested by the Property
Trustee pending distribution thereof.
ARTICLE IV.
Distributions; Redemption
Section 4.1. Distributions.
(a) The Trust Securities represent undivided beneficial interests in
the Trust Property, and Distributions (including Additional Amounts) will be
made on the Trust Securities at the rate and on the dates that payments of
interest (including of Additional Interest, as defined in the Indenture) are
made on the Debentures. Accordingly:
(i) Distributions on the Trust Securities shall be
cumulative, and will accumulate whether or not there are funds of the
Trust available for the payment of Distributions. Distributions shall
accrue from March 12, 1997 and, except in the event (and to the
extent) that the Depositor exercises its right to defer the payment of
interest on the Debentures pursuant to the Indenture, shall be payable
semi-annually in arrears on June 30 and December 31 of each year,
commencing on June 30, 1997. If any date on which a Distribution is
otherwise payable on the Trust Securities is not a Business Day, then
the payment of such Distribution shall be made on the next succeeding
day that is a Business Day (and without any interest or other payment
in respect of any such delay) except that, if such Business Day is in
the next succeeding calendar year, payment of such Distribution shall
be made on the immediately preceding Business Day, in each case with
the same force and effect as if made on such date (each date on which
distributions are payable in accordance with this Section 4.1(a), a
"Distribution Date").
(ii) Assuming payments of interest on the Debentures are
made when due (and before giving effect to Additional Amounts, if
applicable), the Trust Securities shall be entitled to Distributions
payable at a rate of 8% per annum of the Liquidation Amount of the
Trust Securities. The amount of Distributions payable for any full
semi-annual period shall be computed on the basis of a 360-day year of
twelve 30-day months. The amount of Distributions for any partial
period shall be computed on the basis of the number of days elapsed in
a 360-day year of twelve 30-day months. The amount of Distributions
payable for any period shall include the Additional Amounts, if any.
(iii) Distributions on the Trust Securities shall be made by
the Property Trustee from the Payment Account and shall be payable on
each Distribution Date
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only to the extent that the Trust has funds then on hand and
immediately available in the Payment Account for the payment of such
Distributions.
(b) Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities on the relevant record date, which
shall be, for so long as the Preferred Securities remain in book-entry-only
form, one Business Day prior to such Distribution Date; provided, however, that
in the event that the Preferred Securities are not in book-entry-only form, the
relevant record date shall be the June 15 and December 15 next preceding the
relevant Distribution Date.
Section 4.2. Redemption.
(a) On any Debenture Redemption Date and on the stated maturity of the
Debentures, the Trust will be required to redeem a Like Amount of Trust
Securities at the Redemption Price.
(b) Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date to each Holder of Trust Securities to be redeemed,
at such Holder's address appearing in the Security Register. All notices of
redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are
to be redeemed, the identification and the total Liquidation Amount of
the particular Trust Securities to be redeemed; and
(v) that on the Redemption Date the Redemption Price will
become due and payable upon each such Trust Security to be redeemed
and that Distributions thereon will cease to accrue on and after said
date.
(vi) the place or places where the Trust Securities are to
be surrendered for the payment of the Redemption Price.
The Trust in issuing the Trust Securities may use "CUSIP" or "private
placement" numbers (if then generally in use), and, if so, the Property Trustee
shall indicate the "CUSIP" or "private placement" numbers of the Trust
Securities in notices of redemption and related materials as a convenience to
Securityholders; provided that any such notice may state that no representation
is made as to the correctness of such numbers either as
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EXHIBIT 4 (H)
_________________________________________________________________
GUARANTEE AGREEMENT
Between
RIGGS NATIONAL CORPORATION
(as Guarantor)
and
THE BANK OF NEW YORK
(as Trustee)
dated as of
March 12, 1997
_________________________________________________________________
<PAGE>
CROSS-REFERENCE TABLE*
<TABLE>
<CAPTION>
Section of
Trust Indenture Act Section of
of 1939, as amended Guarantee
- ------------------- ---------
Agreement
- ---------
<S> <C>
310(a)....................................................... 4.1(a)
310(b)....................................................... 4.1(c), 2.8
310(c)....................................................... Inapplicable
311(a)....................................................... 2.2(b)
311(b)....................................................... 2.2(b)
311(c)....................................................... Inapplicable
312(a)....................................................... 2.2(a)
312(b)....................................................... 2.2(b)
313.......................................................... 2.3
314(a)....................................................... 2.4
314(b)....................................................... Inapplicable
314(c)....................................................... 2.5
314(d)....................................................... Inapplicable
314(e)....................................................... 1.1, 2.5, 3.2
314(f)....................................................... 2.1, 3.2
315(a)....................................................... 3.1(d)
315(b)....................................................... 2.7
315(c)....................................................... 3.1
315(d)....................................................... 3.1(d)
316(a)....................................................... 1.1, 2.6, 5.4
316(b)....................................................... 5.3
316(c)....................................................... 8.2
317(a)....................................................... Inapplicable
317(b)....................................................... Inapplicable
318(a)....................................................... 2.1(b)
318(b)....................................................... 2.1
318(c)....................................................... 2.1(a)
</TABLE>
____________
* This Cross-Reference Table does not constitute part of the Guarantee
Agreement and shall not affect the interpretation of any of its terms or
provisions.
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TABLE OF CONTENTS
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Page
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ARTICLE I. DEFINITIONS .................................................... 1
Section 1.1. Definitions ................................................. 1
ARTICLE II. TRUST INDENTURE ACT ............................................ 4
Section 2.1. Trust Indenture Act; Application ............................ 4
Section 2.2. List of Holders ............................................. 4
Section 2.3. Reports by the Guarantee Trustee ............................ 4
Section 2.4. Periodic Reports to Guarantee Trustee ....................... 4
Section 2.5. Evidence of Compliance with Conditions Precedent ............ 4
Section 2.6. Events of Default; Waiver ................................. 5
Section 2.7. Event of Default; Notice .................................. 5
Section 2.8. Conflicting Interests ..................................... 5
ARTICLE III. POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE ........... 5
Section 3.1. Powers and Duties of the Guarantee Trustee ................ 5
Section 3.2. Certain Rights of Guarantee Trustee ....................... 6
Section 3.3. Indemnity ................................................. 8
ARTICLE IV. GUARANTEE TRUSTEE ............................................ 8
Section 4.1. Guarantee Trustee; Eligibility ............................ 8
Section 4.2. Appointment, Removal and Resignation of the Guarantee
Trustee .................................................... 8
ARTICLE V. GUARANTEE .................................................... 9
Section 5.1. Guarantee ................................................. 9
Section 5.2. Waiver of Notice and Demand ............................... 9
Section 5.3. Obligations Not Affected .................................. 9
Section 5.4. Rights of Holders ......................................... 10
Section 5.5. Guarantee of Payment ...................................... 10
Section 5.6. Subrogation ............................................... 10
Section 5.7. Independent Obligations ................................... 10
ARTICLE VI. COVENANTS AND SUBORDINATION .................................. 11
Section 6.1. Subordination ............................................. 11
Section 6.2. Pari Passu Guarantees ..................................... 11
ARTICLE VII. TERMINATION .................................................. 11
Section 7.1. Termination ............................................... 11
</TABLE>
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<TABLE>
<S> <C>
ARTICLE VIII. MISCELLANEOUS ............................................. 11
Section 8.1. Successors and Assigns .................................... 11
Section 8.2. Amendments ................................................ 11
Section 8.3. Notices ................................................... 12
Section 8.4. Benefit ................................................... 12
Section 8.5. Interpretation ............................................ 13
Section 8.6. Governing Law ............................................. 13
</TABLE>
<PAGE>
GUARANTEE AGREEMENT
This GUARANTEE AGREEMENT, dated as of March 12, 1997, is executed and
delivered by RIGGS NATIONAL CORPORATION, a Delaware corporation (the
"Guarantor") having its principal office at 1503 Pennsylvania Avenue, N.W.,
Washington, D.C., and THE BANK OF NEW YORK, a New York state banking
corporation, as trustee (the "Guarantee Trustee"), for the benefit of the
Holders (as defined herein) from time to time of the Preferred Securities (as
defined herein) of Riggs Capital II, a Delaware statutory business trust (the
"Issuer").
WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated as
of March 12, 1997 (the "Trust Agreement"), among the Guarantor, as Depositor,
the Property Trustee and the Delaware Trustee named therein and the Holders from
time to time of undivided beneficial interests in the assets of the Issuer, the
Issuer is issuing $200,000,000 aggregate Liquidation Amount (as defined in the
Trust Agreement) of its 87/8% Trust Preferred Securities, Series C (Liquidation
Amount $1,000 per preferred security) (the "Preferred Securities") representing
preferred undivided beneficial interests in the assets of the Issuer and having
the terms set forth in the Trust Agreement;
WHEREAS, the Preferred Securities will be issued by the Issuer and the
proceeds thereof, together with the proceeds from the issuance of the Issuer's
Common Securities (as defined below), will be invested in the Subordinated
Debentures (as defined in the Trust Agreement) of the Guarantor which will be
deposited with THE BANK OF NEW YORK, as Property Trustee under the Trust
Agreement, as trust assets; and
WHEREAS, as incentive for the Holders to purchase Preferred
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth herein, to pay to the Holders of the Preferred Securities
the Guarantee Payments (as defined herein) and to make certain other payments on
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the purchase by each Holder of
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for
the benefit of the Holders from time to time of the Preferred Securities.
ARTICLE I. DEFINITIONS
Section 1.1. Definitions.
As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings. Capitalized
or otherwise defined terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Trust Agreement as in effect on the date
hereof.
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, that an Affiliate of the
Guarantor shall not be deemed to be an Affiliate of the Issuer. For the purposes
of this definition, "control" when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
<PAGE>
"Board of Directors" means either the board of directors of the
Guarantor or any committee of that board duly authorized to act hereunder.
"Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer.
"Debt" means with respect to any Person, whether recourse is to all
or a portion of the assets of such Person and whether or not contingent: (i)
every obligation of such Person for money borrowed; (ii) every obligation of
such Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such Person; (vi) all
indebtedness of such person whether incurred on or prior to the date of the
Indenture or thereafter incurred, for claims in respect of derivative products,
including interest rate, foreign exchange rate and commodity forward contracts,
options and swaps and similar arrangements; and (vii) every obligation of the
type referred to in clauses (i) through (vi) of another Person and all dividends
of another Person the payment of which, in either case, such Person has
guaranteed or is responsible or liable, directly or indirectly, as obligor or
otherwise.
"Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Guarantee Agreement; provided, however,
that, except with respect to a default in payment of any Guarantee Payments, the
Guarantor shall have received notice of default and shall not have cured such
default within 60 days after receipt of such notice.
"Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by or on behalf of the Issuer: (i) any accrued and unpaid
Distributions (as defined in the Trust Agreement) required to be paid on the
Preferred Securities, to the extent the Issuer shall have funds on hand
available therefor at such time, (ii) the redemption price, including all
accrued and unpaid Distributions to the date of redemption (the "Redemption
Price"), with respect to any Preferred Securities called for redemption by the
Issuer, to the extent the Issuer shall have funds on hand available therefor at
such time, or (iii) upon a voluntary or involuntary dissolution, winding-up or
liquidation of the Issuer, unless Subordinated Debentures are distributed to the
Holders, the lesser of (a) the aggregate of the Liquidation Amount of $1,000 per
Preferred Security plus accrued and unpaid Distributions on the Preferred
Securities to the date of payment and (b) the amount of assets of the Issuer
remaining available for distribution to Holders in liquidation of the Issuer
after distribution of liabilities of creditors of the Issuer as provided by
applicable law (in either case, the "Liquidation Distribution").
"Guarantee Trustee" means THE BANK OF NEW YORK, until a Successor
Guarantee Trustee has been appointed and has accepted such appointment pursuant
to the terms of this Guarantee Agreement, and thereafter means each such
Successor Guarantee Trustee.
"Holder" means any holder, as registered on the books and records of
the Issuer, of any Preferred Securities; provided, however, that in determining
whether the holders of the requisite percentage of Preferred Securities have
given any request, notice, consent or waiver hereunder, "Holder" shall not
include the Guarantor, the Guarantee Trustee, or any Affiliate of the Guarantor
or the Guarantee Trustee.
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"Indenture" means the Junior Subordinated Indenture dated as of March
12, 1997, as supplemented and amended between the Guarantor and THE BANK OF NEW
YORK, as trustee.
"List of Holders" has the meaning specified in Section 2.2(a).
"Majority in Liquidation Amount of the Preferred Securities" means,
except as provided by the Trust Indenture Act, a vote by the Holder(s), voting
separately as a class, of more than 50% of the Liquidation Amount of all then
outstanding Preferred Securities issued by the Issuer.
"Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chairman or a Vice Chairman of the Board of Directors
of such Person or the President or a Vice President of such Person, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
such Person, and delivered to the Guarantee Trustee. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Guarantee Agreement shall include:
(a) a statement that each officer signing the Officers' Certificate
has read the covenant or condition and the definitions relating thereto;
(b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers' Certificate;
(c) a statement that each officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and
(d) a statement as to whether, in the opinion of each officer, such
condition or covenant has been complied with.
"Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.
"Responsible Officer" means, with respect to the Guarantee Trustee,
any Senior Vice President, any Vice President, any Assistant Vice President, the
Treasurer, any Assistant Treasurer, any Trust Officer or Assistant Trust Officer
or any other officer of the Corporate Trust Department of the Guarantee Trustee
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer's knowledge of
and familiarity with the particular subject.
"Senior Debt" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Guarantor whether
or not such claim for post-petition interest is allowed in such proceeding), on
Debt, whether incurred on or prior to the date of the Indenture or thereafter
incurred, unless, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding, it is provided that such obligations are not
superior in right of payment to the Subordinated Debentures or to other Debt
which is pari passu with, or subordinated to, the Subordinated Debentures;
provided, however, that Senior Debt shall not be deemed to include: (i) any Debt
of the Guarantor which when incurred and without respect to any election 1111(b)
of the United States Bankruptcy Code of 1978, as amended, was without recourse
to the Guarantor, (ii) any Debt of the Guarantor to any of its subsidiaries,
(iii) Debt to any employee of the Guarantor and (iv) the Series A Subordinated
Debentures.
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<PAGE>
"Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.
"Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.
ARTICLE II. TRUST INDENTURE ACT
Section 2.1. Trust Indenture Act; Application.
(a) This Guarantee Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Guarantee Agreement and
shall, to the extent applicable, be governed by such provisions.
(b) If and to the extent that any provision of this Guarantee
Agreement limits, qualifies or conflicts with the duties imposed by Sections 310
to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control.
Section 2.2. List of Holders.
(a) The Guarantor shall furnish or cause to be furnished to the
Guarantee Trustee semi-annually, on or before June 15 and December 15 of each
year, a list, in such form as the Guarantee Trustee may reasonably require, of
the names and addresses of the Holders ("List of Holders") as of a date not more
than 15 days prior to the delivery thereof, and (b) at such other times as the
Guarantee Trustee may request in writing, within 30 days after the receipt by
the Guarantor of any such request, a List of Holders as of a date not more than
15 days prior to the time such list is furnished, in each case to the extent
such information is in the possession or control of the Guarantor and is not
identical to a previously supplied list of Holders or has not otherwise been
received by the Guarantee Trustee in its capacity as such. The Guarantee Trustee
may destroy any List of Holders previously given to it on receipt of a new List
of Holders.
(b) The Guarantee Trustee shall comply with its obligations under
Section 311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.
Section 2.3. Reports by the Guarantee Trustee.
No later than within sixty days after May 15 of each year, commencing
May 15, 1997, the Guarantee Trustee shall provide to the Holders such reports as
are required by Section 313 of the Trust Indenture Act, if any, in the form and
in the manner provided by Section 313 of the Trust Indenture Act. The Guarantee
Trustee shall also comply with the requirements of Section 313(d) of the Trust
Indenture Act.
Section 2.4. Periodic Reports to the Guarantee Trustee.
The Guarantor shall provide to the Guarantee Trustee, the Securities
and Exchange Commission and the Holders such documents, reports and information,
if any, as required by Section 314 of the Trust Indenture Act and the compliance
certificate required by Section 314 of the Trust Indenture Act, in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act.
Section 2.5. Evidence of Compliance with Conditions Precedent.
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The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of an
Officers' Certificate.
Section 2.6. Events of Default; Waiver.
The Holders of a Majority in Liquidation Amount of the Preferred
Securities may, by vote, on behalf of the Holders, waive any past Event of
Default and its consequences. Upon such waiver, any such Event of Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Guarantee Agreement, but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent therefrom.
Section 2.7. Event of Default; Notice.
(a) The Guarantee Trustee shall, within 90 days after the occurrence
of an Event of Default, transmit by mail, first class postage prepaid, to the
Holders, notices of all Events of Default actually known to the Guarantee
Trustee, unless such defaults have been cured before the giving of such notice,
provided, that, except in the case of a default in the payment of a Guarantee
Payment, the Guarantee Trustee shall be protected in withholding such notice if
and so long as the Board of Directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Guarantee Trustee in
good faith determines that the withholding of such notice is in the interests of
the Holders.
(b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Guarantee Trustee shall have received written
notice, or a Responsible Officer charged with the administration of this
Guarantee Agreement shall have obtained written notice, of such Event of
Default.
Section 2.8. Conflicting Interests.
The Trust Agreement shall be deemed to be specifically described in
this Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.
ARTICLE III. POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE
Section 3.1. Powers and Duties of the Guarantee Trustee.
(a) This Guarantee Agreement shall be held by the Guarantee Trustee
for the benefit of the Holders, and the Guarantee Trustee shall not transfer
this Guarantee Agreement to any Person except a Holder exercising his or her
rights pursuant to Section 5.4(iv) or to a Successor Guarantee Trustee on
acceptance by such Successor Guarantee Trustee of its appointment to act as
Successor Guarantee Trustee. The right, title and interest of the Guarantee
Trustee shall automatically vest in any Successor Guarantee Trustee, upon
acceptance by such Successor Guarantee Trustee of its appointment hereunder, and
such vesting and cessation of title shall be effective whether or not
conveyancing documents have been executed and delivered pursuant to the
appointment of such Successor Guarantee Trustee.
(b) If an Event of Default has occurred and is continuing, the
Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the
Holders.
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<PAGE>
(c) The Guarantee Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Guarantee Agreement, and no implied covenants shall be read into this
Guarantee Agreement against the Guarantee Trustee. In case an Event of Default
has occurred (that has not been cured or waived pursuant to Section 2.6), the
Guarantee Trustee shall exercise such of the rights and powers vested in it by
this Guarantee Agreement, and use the same degree of care and skill in its
exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.
(d) No provision of this Guarantee Agreement shall be construed to
relieve the Guarantee Trustee from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:
(i) prior to the occurrence of any Event of Default and after the
curing or waiving of all such Events of Default that may have
occurred:
(A) the duties and obligations of the Guarantee Trustee
shall be determined solely by the express provisions of this
Guarantee Agreement, and the Guarantee Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Guarantee Agreement; and
(B) in the absence of bad faith on the part of the Guarantee
Trustee, the Guarantee Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to
the Guarantee Trustee and conforming to the requirements of this
Guarantee Agreement; but in the case of any such certificates or
opinions that by any provision hereof or of the Trust Indenture
Act are specifically required to be furnished to the Guarantee
Trustee, the Guarantee Trustee shall be under a duty to examine
the same to determine whether or not they conform to the
requirements of this Guarantee Agreement;
(ii) the Guarantee Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer of the Guarantee
Trustee, unless it shall be proved that the Guarantee Trustee was
negligent in ascertaining the pertinent facts upon which such judgment
was made;
(iii) the Guarantee Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of not less than a
Majority in liquidation preference of the Preferred Securities
relating to the time, method and place of conducting any proceeding
for any remedy available to the Guarantee Trustee, or exercising any
trust or power conferred upon the Guarantee Trustee under this
Guarantee Agreement; and
(iv) no provision of this Guarantee Agreement shall require the
Guarantee Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties
or in the exercise of any of its rights or powers, if the Guarantee
Trustee shall have reasonable grounds for believing that the repayment
of such funds or liability is not reasonably assured to it under the
terms of this Guarantee Agreement or adequate indemnity against such
risk or liability is not reasonably assured to it.
Section 3.2. Certain Rights of Guarantee Trustee.
(a) Subject to the provisions of Section 3.1:
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(i) The Guarantee Trustee may rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
reasonably believed by it to be genuine and to have been signed, sent or
presented by the proper party or parties.
(ii) Any direction or act of the Guarantor contemplated by this Guarantee
Agreement shall be sufficiently evidenced by an Officers' Certificate unless
otherwise prescribed herein.
(iii) Whenever, in the administration of this Guarantee Agreement, the
Guarantee Trustee shall deem it desirable that a matter be proved or established
before taking, suffering or omitting to take any action hereunder, the Guarantee
Trustee (unless other evidence is herein specifically prescribed) may, in the
absence of bad faith on its part, request and rely upon an Officers' Certificate
which, upon receipt of such request from the Guarantee Trustee, shall be
promptly delivered by the Guarantor.
(iv) The Guarantee Trustee may consult with legal counsel, and the
written advice or opinion of such legal counsel with respect to legal matters
shall be full and complete authorization and protection in respect of any action
taken, suffered or omitted to be taken by it hereunder in good faith and in
accordance with such advice or opinion. Such legal counsel may be legal counsel
to the Guarantor or any of its Affiliates and may be one of its employees. The
Guarantee Trustee shall have the right at any time to seek instructions
concerning the administration of this Guarantee Agreement from any court of
competent jurisdiction.
(v) The Guarantee Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Guarantee Agreement at the request
or direction of any Holder, unless such Holder shall have provided to the
Guarantee Trustee such adequate security and indemnity as would satisfy a
reasonable person in the position of the Guarantee Trustee, against the costs,
expenses (including attorneys' fees and expenses) and liabilities that might be
incurred by it in complying with such request or direction, including such
reasonable advances as may be requested by the Guarantee Trustee; provided that,
nothing contained in this Section 3.2(a)(v) shall be taken to relieve the
Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation
to exercise the rights and powers vested in it by this Guarantee Agreement.
(vi) The Guarantee Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Guarantee Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit.
(vii) The Guarantee Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its
agents or attorneys, and the Guarantee Trustee shall not be responsible for any
misconduct or negligence on the part of any such agent or attorney appointed
with due care by it hereunder.
(viii) Whenever in the administration of this Guarantee Agreement the
Guarantee Trustee shall deem it desirable to receive instructions with respect
to enforcing any remedy or right or taking any other action hereunder, the
Guarantee Trustee (A) may request instructions from the Holders, (B) may refrain
from enforcing such remedy or right or taking such other action until such
instructions are received, and (C) shall be protected in acting in accordance
with such instructions.
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<PAGE>
(b) No provision of this Guarantee Agreement shall be deemed to impose any
duty or obligation on the Guarantee Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it in any
jurisdiction in which it shall be illegal, or in which the Guarantee Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Guarantee Trustee
shall be construed to be a duty to act in accordance with such power and
authority.
Section 3.3. Indemnity.
The Guarantor agrees to indemnify the Guarantee Trustee for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
bad faith on the part of the Guarantee Trustee, arising out of or in connection
with the acceptance or administration of this Guarantee Agreement, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The Guarantee Trustee will not claim or exact any lien or charge on
any Guarantee Payments as a result of any amount due to it under this Guarantee
Agreement.
ARTICLE IV. GUARANTEE TRUSTEE
Section 4.1. Guarantee Trustee: Eligibility.
(a) There shall at all times be a Guarantee Trustee which shall:
(i) not be an Affiliate of the Guarantor; and
(ii) be a Person that is eligible pursuant to the Trust Indenture Act
to act as such and has a combined capital and surplus of at least
$50,000,000, and shall be a corporation meeting the requirements of Section
310(a) of the Trust Indenture Act. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
supervising or examining authority, then, for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.
(b) If at any time the Guarantee Trustee shall cease to be eligible to so
act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 4.2(c).
(c) If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act.
Section 4.2. Appointment, Removal and Resignation of the Guarantee
Trustee.
(a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed or
removed without cause at any time by the Guarantor.
(b) The Guarantee Trustee shall not be removed until a Successor Guarantee
Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Guarantee Trustee and delivered to the
Guarantor.
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(c) The Guarantee Trustee appointed hereunder shall hold office until a
Successor Guarantee Trustee shall have been appointed or until its removal or
resignation. The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing executed by the
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by instrument in writing executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.
(d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of an instrument of resignation or removal, the
Guarantee Trustee may petition, at the expense of the Guarantor, any court of
competent jurisdiction for appointment of a Successor Guarantee Trustee. Such
court may thereupon, after prescribing such notice, if any, as it may deem
proper, appoint a Successor Guarantee Trustee.
ARTICLE V. GUARANTEE
Section 5.1. Guarantee.
The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid
by or on behalf of the Issuer), as and when due, regardless of any defense,
right of set-off or counterclaim which the Issuer may have or assert. The
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Issuer to pay such amounts to the Holders.
Section 5.2. Waiver of Notice and Demand.
The Guarantor hereby waives notice of acceptance of the Guarantee Agreement
and of any liability to which it applies or may apply, presentment, demand for
payment, any right to require a proceeding first against the Guarantee Trustee,
Issuer or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.
Section 5.3. Obligations Not Affected.
The obligations, covenants, agreements and duties of the Guarantor under
this Guarantee Agreement shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Preferred Securities to be performed
or observed by the Issuer;
(b) the extension of time for the payment by the Issuer of all or any
portion of the Distributions (other than an extension of time for payment of
Distributions that results from the extension of any interest payment period on
the Subordinated Debentures as provided in the Indenture), Redemption Price,
Liquidation Distribution or any other sums payable under the terms of the
Preferred Securities or the extension of time for the performance of any other
obligation under, arising out of, or in connection with, the Preferred
Securities;
-9-
<PAGE>
(c) any failure, omission, delay or lack of diligence on the part of the
Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Preferred Securities, or
any action on the part of the Issuer granting indulgence or extension of any
kind;
(d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer or any of the assets of the
Issuer;
(e) any invalidity of, or defect or deficiency in, the Preferred
Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or
(g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 5.3 that the obligations of the Guarantor hereunder shall be
absolute and unconditional under any and all circumstances.
There shall be no obligation of the Holders to give notice to, or obtain the
consent of, the Guarantor with respect to the happening of any of the foregoing.
Section 5.4. Rights of Holders.
The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee
Agreement on behalf of the Holders; (iii) the Holders of a Majority in
liquidation preference of the Preferred Securities have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Guarantee Trustee in respect of this Guarantee Agreement or exercising any
trust or power conferred upon the Guarantee Trustee under this Guarantee
Agreement; and (iv) any Holder may institute a legal proceeding directly against
the Guarantor to enforce its rights under this Guarantee Agreement, without
first instituting a legal proceeding against the Guarantee Trustee, the Issuer
or any other Person.
Section 5.5. Guarantee of Payment.
This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without duplication of amounts theretofore paid
by the Issuer) or upon distribution of Subordinated Debentures to Holders as
provided in the Trust Agreement.
Section 5.6. Subrogation.
The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Issuer in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement and shall have the right to waive
payment by the Issuer pursuant to Section 5.1; provided, however, that the
Guarantor shall not (except to the extent required by mandatory provisions of
law) be entitled to enforce or exercise any rights which it may acquire by way
of subrogation or any indemnity, reimbursement or other agreement, in all cases
as a result of payment under this Guarantee Agreement, if, at the time of any
such payment, any amounts are due and unpaid under this Guarantee Agreement. If
any amount shall be paid to the Guarantor in violation of the preceding
sentence, the Guarantor agrees to hold such amount in trust for the Holders and
to pay over such amount to the Holders.
-10-
<PAGE>
Section 5.7. Independent Obligations.
The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer with respect to the Preferred Securities and
that the Guarantor shall be liable as principal and as debtor hereunder to make
Guarantee Payments pursuant to the terms of this Guarantee Agreement
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 5.3 hereof.
ARTICLE VI. COVENANTS AND SUBORDINATION
Section 6.1. Subordination.
The obligations of the Guarantor under this Guarantee Agreement will
constitute unsecured obligations of the Guarantor and will rank subordinate and
junior in right of payment to all Senior Debt of the Guarantor except those made
pari passu or subordinate to such obligations expressly by their terms.
Section 6.2. Pari Passu Guarantees.
The obligations of the Guarantor under this Guarantee Agreement shall rank
pari passu with the obligations of the Guarantor under any similar Guarantee
Agreements issued by the Guarantor on behalf of the holders of preferred
securities issued by any Riggs Capital Trust (as defined in the Indenture).
ARTICLE VII. TERMINATION
Section 7.1. Termination.
This Guarantee Agreement shall terminate and be of no further force and
effect upon (i) full payment of the Redemption Price of all Preferred
Securities, (ii) full payment of the amounts payable in accordance with the
Trust Agreement upon liquidation of the Issuer or (iii) the distribution of
Subordinated Debentures to the Holders in exchange for all of the Preferred
Securities. Notwithstanding the foregoing, this Guarantee Agreement will
continue to be effective or will be reinstated, as the case may be, if at any
time any Holder must restore payment of any sums paid with respect to Preferred
Securities or this Guarantee Agreement.
ARTICLE VIII. MISCELLANEOUS
Section 8.1. Successors and Assigns.
All guarantees and agreements contained in this Guarantee Agreement shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders of the Preferred
Securities then outstanding. Except in connection with a consolidation, merger
or sale involving the Guarantor that is permitted under Article VIII of the
Indenture and pursuant to which the successor or assignee agrees in writing to
perform the Guarantor's obligations hereunder, the Guarantor shall not assign
its obligations hereunder.
Section 8.2. Amendments.
-11-
<PAGE>
Except with respect to any changes which do not adversely affect the rights
of the Holders in any material respect (in which case no consent of the Holders
will be required), this Guarantee Agreement may be amended only with the prior
approval of the Holders of not less than a Majority in Liquidation Amount of the
Preferred Securities. The provisions of Article VI of the Trust Agreement
concerning meetings of the Holders shall apply to the giving of such approval.
Section 8.3. Notices.
Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:
(a) if given to the Guarantor, to the address set forth below or such other
address, facsimile number or to the attention of such other Person as the
Guarantor may give notice to the Holders:
Riggs National Corporation
1503 Pennsylvania Avenue, N.W.
Washington, D.C. 20005
Facsimile No.: 202-835-5346
Attention: Treasurer
(b) if given to the Issuer, in care of the Guarantee Trustee, at the
Issuer's (and the Guarantee Trustee's) address set forth below or such other
address as the Guarantee Trustee on behalf of the Issuer may give notice to the
Holders:
Riggs Capital II
c/o Riggs National Corporation
1503 Pennsylvania Avenue, N.W.
Washington, D.C. 20005
Facsimile No.: 202-835-5346
Attention: Treasurer
with a copy to:
THE BANK OF NEW YORK
101 Barclay Street
21 West
New York, N.Y. 10286
Facsimile No.: 212-815-5915
Attention: Corporate Trust Administration
(c) if given to any Holder, at the address set forth on the books and
records of the Issuer.
All notices hereunder shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused
delivery or cannot be delivered because of a changed address of which no notice
was given, such
-12-
<PAGE>
notice or other document shall be deemed to have been delivered on the date of
such refusal or inability to deliver.
Section 8.4. Benefit.
This Guarantee Agreement is solely for the benefit of the Holders and is
not separately transferable from the Preferred Securities.
Section 8.5. Interpretation.
In this Guarantee Agreement, unless the context otherwise requires:
(a) capitalized terms used in this Guarantee Agreement but not defined in
the preamble hereto have the respective meanings assigned to them in Section
1.1;
(b) a term defined anywhere in this Guarantee Agreement has the same
meaning throughout;
(c) all references to "the Guarantee Agreement" or "this Guarantee
Agreement" are to this Guarantee Agreement as modified, supplemented or amended
from time to time;
(d) all references in this Guarantee Agreement to Articles and Sections are
to Articles and Sections of this Guarantee Agreement unless otherwise specified;
(e) a term defined in the Trust Indenture Act has the same meaning when
used in this Guarantee Agreement unless otherwise defined in this Guarantee
Agreement or unless the context otherwise requires;
(f) a reference to the singular includes the plural and vice versa; and
(g) the masculine, feminine or neuter genders used herein shall include the
masculine, feminine and neuter genders.
Section 8.6. Governing Law.
THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.
-13-
<PAGE>
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.
RIGGS NATIONAL CORPORATION
By: /s/ Linda A. Madrid
----------------------------------------------
Name: Linda A. Madrid
Title: Senior Vice President
THE BANK OF NEW YORK
as Guarantee Trustee
By: /s/ Byron Merino
----------------------------------------------
Name: Byron Merino
Title: Assistant Treasurer
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<PAGE>
EXHIBIT 4 (I)
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF RIGGS CAPITAL II THAT (A) THIS SECURITY MAY
NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO RIGGS CAPITAL
II OR ANY AFFILIATE THEREOF, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF
APPLICABLE) UNDER THE SECURITIES ACT OR (4) PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, OR ANY APPLICABLE
JURISDICTION, AND (B) IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
ANY PURCHASER FROM IT OF THIS SECURITY OF THE RESALE RESTRICTIONS SET FORTH IN
(A) ABOVE. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES
FOR THE BENEFIT OF RIGGS CAPITAL II THAT IT IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT. THIS SECURITY WILL BE
ISSUED, AND MAY BE TRANSFERRED, ONLY IN BLOCKS HAVING A LIQUIDATION AMOUNT OF
NOT LESS THAN $100,000. ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
SECURITY IN A BLOCK HAVING A LIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL BE
DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH TRANSFEREE SHALL
BE DEEMED NOT TO BE THE HOLDER OF SUCH SECURITIES FOR ANY PURPOSE, INCLUDING BUT
NOT LIMITED TO THE RECEIPT OF INTEREST ON SUCH SECURITIES, AND SUCH TRANSFEREE
SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH SECURITIES.
THE HOLDER, BY PURCHASING THIS SECURITY, IS DEEMED TO REPRESENT THAT IT (X)
IS NOT ITSELF, AND IS NOT ACQUIRING THE SECURITY WITH THE ASSETS OF, (i) AN
"EMPLOYEE BENEFIT PLAN" (WITHIN THE MEANING OF SECTION 3(3) OF ERISA), A "PLAN"
(WITHIN THE MEANING OF SECTION 4975(e)(i) OF THE INTERNAL REVENUE CODE), OR AN
ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN
THE ENTITY BY SUCH AN "EMPLOYEE BENEFIT PLAN" OR "PLAN" AND THE APPLICATION OF
THE PLAN ASSET REGULATION OR (ii) A "GOVERNMENTAL PLAN" (WITHIN THE MEANING OF
SECTION 3(32) OF ERISA) OR (Y)(i) IS ITSELF, OR IS ACQUIRING THE SECURITY WITH
THE ASSETS OF, AN "INVESTMENT FUND" (WITHIN THE MEANING OF PART V(b) OF U.S.
DEPARTMENT OF LABOR PTE 84-14) MANAGED BY A "QUALIFIED PROFESSIONAL ASSET
MANAGER" (WITHIN THE MEANING OF PART V (a) OF PTE 84-14) WHICH HAS MADE OR
<PAGE>
PROPERLY AUTHORIZED THE DECISION FOR SUCH FUND TO PURCHASE THE SECURITY, UNDER
CIRCUMSTANCES SUCH THAT PTE 84-14 IS APPLICABLE TO THE PURCHASE AND HOLDING OF
THE SECURITY, (ii) IS AN INSURANCE COMPANY POOLED SEPARATE ACCOUNT PURCHASING
SECURITIES PURSUANT TO PART I OF U.S. DEPARTMENT OF LABOR PTE 90-1 OR A BANK
COLLECTIVE INVESTMENT FUND PURCHASING PURSUANT TO PART I OF U.S. DEPARTMENT OF
LABOR PTE 91-38, AND IN EITHER CASE, NO "PLAN" OR "EMPLOYEE BENEFIT PLAN" NOT
PURCHASING PURSUANT TO PTE 84-14 OWNS MORE THAN 10% OF THE ASSETS OF SUCH
ACCOUNT OR COLLECTIVE FUND (WHEN AGGREGATED WITH OTHER PLANS OF THE SAME
EMPLOYER OR EMPLOYEE ORGANIZATION, (iii) IS AN INSURANCE COMPANY USING THE
ASSETS OF THE GENERAL ASSET ACCOUNT OF THE INSURANCE COMPANY TO PURCHASE THE
SECURITY PURSUANT TO PART I OF THE U.S. DEPARTMENT OF LABOR PTE 95-60, IN WHICH
CASE THE RESERVES AND LIABILITIES FOR THE GENERAL ACCOUNT CONTRACTS HELD BY OR
ON BEHALF OF ANY PLAN, TOGETHER WITH ANY OTHER PLANS MAINTAINED BY THE SAME
EMPLOYER OR EMPLOYEE ORGANIZATION, DO NOT EXCEED 10% OF THE TOTAL RESERVES AND
LIABILITIES OF THE INSURANCE COMPANY GENERAL ACCOUNT (EXCLUSIVE OF SEPARATE
ACCOUNT LIABILITIES), PLUS SURPLUS AS SET FORTH IN THE NATIONAL ASSOCIATION OF
INSURANCE COMMISSIONERS ANNUAL STATEMENT FILED WITH THE STATE OF DOMICILE OF THE
INSURER OR (iv) IS A PLAN ACQUIRING THE SECURITY WITH ASSETS OVER WHICH AN IN-
HOUSE ASSET MANAGER (WITHIN THE MEANING OF PART IV(a) OF PTE 96-23) HAS
DISCRETIONARY AUTHORITY, UNDER CIRCUMSTANCES SUCH THAT PTE 96-23 IS APPLICABLE
TO THE PURCHASE AND HOLDING OF THE SECURITY.
RIGGS NATIONAL CORPORATION
8 7/8% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES,
SERIES C, DUE MARCH 15, 2027
No. C-1 $206,186,000
RIGGS NATIONAL CORPORATION, a corporation organized and existing under the
laws of Delaware (hereinafter called the "Corporation", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to THE BANK OF NEW YORK as Property Trustee or
registered assigns, the principal sum of TWO HUNDRED AND SIX MILLION, ONE
HUNDRED AND EIGHTY SIX THOUSAND DOLLARS ($206,186,000) or such other principal
amount as may be set forth in the records of the Securities Registrar
hereinafter referred to in accordance with the Indenture, plus accrued interest
on March 15, 2027 subject to a Maturity Advancement, as defined herein. The
Corporation further promises to pay interest on said principal sum from March
12, 1997 or from the most recent date (each such date, an "Interest Payment
Date") to which interest has been paid or duly provided for, semi-annually
(subject to deferral as set forth herein) in arrears on June 30 and December 31
of each year, commencing on June 30, 1997 at the rate of 8 7/8% per annum, until
the principal hereof shall have become due and payable, plus Additional
Interest, if any, until
<PAGE>
the principal hereof is paid or duly provided for or made available for payment
and on any overdue principal and (without duplication and to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest at the rate of 8 7/8% per annum, compounded semi-
annually. The amount of interest payable for any period less than a full
interest period shall be computed on the basis of twelve 30-day months and a
360-day year. In the event that any date on which interest is payable on this
Security is not a Business Day, then a payment of the interest payable on such
date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on the date the payment was originally payable.
A "Business Day" shall have the meaning assigned thereto in the Indenture. The
interest installment so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities is
registered at the close of business on the Regular Record Date for such interest
installment. Any such interest installment not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
So long as no Event of Default has occurred and is continuing, the Corporation
shall have the right at any time during the term of this Security to defer
payment of interest on this Security, at any time or from time to time, for a
period not exceeding 10 consecutive semi-annual interest payment periods with
respect to each deferral period (each an "Extension Period"), and at the end of
which the Corporation shall pay all interest then accrued and unpaid plus
interest thereon at the rate of 8 7/8% per annum, compounded semi-annually, to
the extent permitted by applicable law ("Additional Interest"); provided,
however, that no Extension Period shall extend beyond the Stated Maturity of the
principal of this Security; provided, further, that during any such Extension
Period, the Corporation shall not, and shall not permit any Subsidiary of the
Corporation to, (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of the
Corporation's capital stock or (ii) make any payment of principal, interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Corporation (including the Series A Subordinated Debentures) that rank pari
passu with or junior in right of payment to this Security or (iii) make any
guarantee payments with respect to any guarantee by the Corporation of the debt
securities of any Subsidiary of the Corporation if such guarantee ranks pari
passu with or junior in right of payment to this Security (other than (a)
dividends or distributions in Common Stock, (b) any declaration of a dividend in
connection with the implementation of a Rights Plan, the issuance of any Common
Stock or any class or series of preferred stock of the Corporation under any
Rights Plan in the future or the redemption or repurchase of any rights
distributed pursuant thereto, (c) payments under the Riggs Capital II Guarantee,
and (d) purchases of Common Stock related to the issuance of Common Stock or
rights under any of the Corporation's benefit plans for its directors, officers
or employees
<PAGE>
that were entered into prior to the commencement of such Extension Period).
Prior to the termination of any such Extension Period, the Corporation may
further defer the payment of interest on the Securities, provided that no
Extension Period shall exceed 10 consecutive semi-annual periods or extend
beyond the Stated Maturity of the principal of this Security. Upon the
termination of any such Extension Period and upon the payment of all interest
then accrued and unpaid (together with any Additional Interest) on any Interest
Payment Date, the Corporation may elect to begin a new Extension Period, subject
to the above requirements. No interest shall be due and payable during an
Extension Period except at the end thereof. The Corporation shall give the
Property Trustee, the Administrative Trustee and the Trustee notice of its
election to begin any Extension Period at least one Business Day prior to the
earlier of (i) the date interest on the Securities would have been payable
except for the election to begin such Extension Period or (ii) the date the
Administrative Trustees are required to give notice to DTC or an applicable
self-regulatory organization or to holders of the Preferred Securities as of the
record date or the date Distributions on the Preferred Securities are payable,
but in any event not less than one Business Day prior to such record date.
Subject to the above requirements, there is no limitation on the number of times
the Corporation may elect to begin an Extension Period.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Trustee in The City of New
York or at the offices of such Paying Agents or Agents as the Corporation may
designate from time to time outside the United States, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private indebtedness; provided, however, that at the
option of the Corporation payment of interest may be made (i) except in the
event that this Security is held in the name of the Property Trustee, by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Securities Register or (ii) by wire transfer in immediately
available funds at such place and to such account as may be designated in
writing at least 15 days prior to the relevant Interest Payment Date by the
Person entitled thereto as specified in the Securities Register.
The indebtedness evidenced by this Security is, to the extent provided in the
Indenture, subordinate and junior in right of payment to the prior payment in
full of all Senior Debt, and this Security is issued subject to the provisions
of the Indenture with respect thereto. Each Holder hereof by accepting the same,
(a) agrees to and shall be bound by such provisions, (b) authorizes and directs
the Trustee on his behalf to take such actions as may be necessary or
appropriate to effectuate the subordination so provided and (c) appoints the
Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof,
by his acceptance hereof, waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of
Senior Debt, whether now outstanding or hereafter incurred, and waives reliance
by each such holder upon said provisions.
Reference is hereby made to the further provisions of this Security set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly
executed under its corporate seal.
RIGGS NATIONAL CORPORATION
By: /s/ Linda A. Madrid
---------------------------------
Linda A. Madrid
Attest: /s/ Timothy C. Coughlin
-----------------------------
Timothy C. Coughlin
This is one of the Securities referred to in the within mentioned
Indenture.
Dated: March 12, 1997
The Bank of New York
as Trustee
By: /s/ Byron Merino
-------------------------------------
Authorized Signatory
<PAGE>
This Security is one of a duly authorized issue of securities of the
Corporation designated as its 87/8% Junior Subordinated Deferrable Interest
Debentures, Series C, Due March 15, 2027 (herein called the "Securities"),
limited in aggregate principal amount to $206,186,000 issued and to be issued
under a Junior Subordinated Indenture, dated as of March 12, 1997 (herein called
the "Indenture"), between the Corporation and The Bank of New York, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Trustee, the Corporation and
the Holders of the Securities, and of the terms upon which the Securities are,
and are to be, authenticated and delivered.
All terms used in this Security that are defined in the Indenture or
in the Amended and Restated Trust Agreement, dated as of March 12, 1997, as
amended (the "Trust Agreement"), for Riggs Capital II, entered into among Riggs
National Corporation, as Depositor, and the Trustees named therein and the
Holders from time to time thereunder, shall have the meanings assigned to them
in the Indenture or the Trust Agreement, as the case may be. In the case of
conflict between the Indenture and the Trust Agreement, the meanings assigned in
the Indenture shall apply.
The Corporation may, at its option, on or after March 15, 2007,
subject to the Corporation having received prior approval of the Federal Reserve
if then required under applicable capital guidelines or policies and subject to
the terms and conditions of Article XI of the Indenture, redeem this Security in
whole at any time or in part from time to time, at the following Redemption
Prices (expressed as percentages of the principal amount), plus, in each case,
accrued interest thereon to the date of redemption. If redeemed during the
twelve-month period beginning March 15 in the year indicated,
Date Redemption Price
---- ----------------
2007 104.438%
2008 103.994%
2009 103.550%
2010 103.106%
2011 102.663%
2012 102.219%
2013 101.775%
2014 101.331%
2015 100.888%
2016 100.444%
2017 and thereafter 100.000%
If a Tax Event occurs and is continuing and (i) in the opinion of counsel to
the Corporation experienced in such matters, there would in all cases, after
effecting the termination of Riggs Capital II and the distribution of the
Securities to the holders of the Preferred Securities in exchange therefor upon
liquidation of Riggs Capital II, as contemplated by Section 9.2 of the Trust
Agreement, be more than an insubstantial risk that an Adverse Tax Consequence
would continue to exist, or (ii) the Securities are not held by the Property
Trustee, then the Corporation shall have
<PAGE>
the right (a) to shorten the Stated Maturity of the Securities to the minimum
extent required, but in any event to a date not earlier than March 12, 2012 (the
action referred to in this clause (a) being referred to herein as a "Maturity
Advancement"), such that, in the opinion of counsel to the Corporation
experienced in such matters, after effecting an Maturity Advancement, interest
paid on the Securities would be deductible for United States federal income tax
purposes, or (b) if in the opinion of counsel to the Corporation experienced in
such matters, there would in all cases, after effecting a Maturity Advancement
be more than an insubstantial risk that an Adverse Tax Consequence would
continue to exist, to redeem the Securities, in whole but not in part, at any
time within 90 days following the occurrence of the Tax Event at a redemption
price equal to 100% of the principal amount thereof plus accrued and unpaid
interest thereon to the Redemption Date.
If a Capital Treatment Event occurs and is continuing, the Corporation shall
have the right to redeem the Securities, in whole but not in part, at any time
within 90 days following the occurrence of the Capital Treatment Event at a
redemption price equal to the Make-Whole Amount plus accrued and unpaid interest
on the Securities to the date fixed for redemption.
In the event of redemption of this Security in part only, a new Security or
Securities for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.
This Security and the obligations represented hereby are not senior or
superior in right of payment to the Series A Subordinated Debentures but rank
pari passu therewith.
The Indenture contains provisions for satisfaction and discharge of the
entire indebtedness of this Security upon compliance by the Corporation with
certain conditions set forth in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
Corporation and the Trustee at any time to enter into a supplemental indenture
or indentures for the purpose of modifying in any manner the rights and
obligations of the Corporation and of the Holders of the Securities, with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities to be affected by such supplemental indenture. The
Indenture also contains provisions permitting Holders of specified percentages
in principal amount of the Securities at the time Outstanding, on behalf of the
Holders of all Securities, to waive compliance by the Corporation with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, if an Event of
Default with respect to the Securities at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Securities may declare the
principal amount of all the Securities to be due and payable immediately, by a
notice in writing to the Corporation (and to the Trustee if given by Holders),
<PAGE>
provided that, so long as the Securities are held by the Property Trustee, if
upon an Event of Default, the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities fails to declare the principal of
all the Securities to be immediately due and payable, the holders of at least
25% in aggregate Liquidation Amount of the Preferred Securities of Riggs Capital
II then outstanding shall have such right by a notice in writing to the
Corporation and the Trustee; and upon any such declaration the principal amount
of and the accrued interest (including any Additional Interest) on all the
Securities shall become immediately due and payable, provided that the payment
of principal and interest (including any Additional Interest) on such Securities
shall remain subordinated to the extent provided in Article XII of the
Indenture.
No reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the obligation of the Corporation, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to the limitations therein set
forth, the transfer of this Security is registrable in the Securities Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Corporation maintained under Section 10.2 of the Indenture duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Corporation and the Securities Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees. No
service charge shall be made for any such registration of transfer or exchange,
but the Corporation may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Corporation, the Trustee and any agent of the Corporation or the Trustee shall
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue, and neither the
Corporation, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Securities are issuable only in registered form without coupons in
minimum denominations of $100,000 and any integral multiples of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities are exchangeable for a like aggregate principal amount of
Securities of a different authorized denomination, as requested by the Holder
surrendering the same.
The Corporation and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for United States federal, state and local
tax purposes it is intended that this Security constitute indebtedness.
THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT
OF LAW PRINCIPLES THEREOF.
<PAGE>
EXHIBIT 5 (a)
[LETTERHEAD APPEARS HERE]
March 12, 1997
Dillon, Read & Co. Inc.,
535 Madison Avenue,
New York, NY 10022.
Ladies and Gentlemen:
In connection with the several purchases today by you pursuant to the
Purchase Agreement, dated as of March 7, 1997 (the "Purchase Agreement"), among
Riggs National Corporation, a Delaware corporation (the "Corporation"), Riggs
Capital II, a Delaware statutory business trust (the "Issuer Trust"), and you,
of 200,000 8 7/8% Trust Preferred Securities, Series C, Liquidation Amount
$1,000 per Preferred Security (the "Preferred Securities"), representing
preferred undivided beneficial interests in the assets of the Issuer Trust,
issued pursuant to the Amended and Restated Trust Agreement, dated as of March
12, 1997 (the "Trust Agreement"), among the Corporation, as
<PAGE>
Dillon, Read & Co. Inc. -2-
Depositor, The Bank of New York, as Property Trustee, The Bank of New York
(Delaware), as Delaware Trustee (the "Issuer Trust Trustees"), the
Administrative Trustees, as named therein and the holders of the Preferred
Securities and the Common Securities (as defined therein) from time to time, and
guaranteed by the Corporation pursuant to the Guarantee Agreement, dated as of
March 12, 1997 (the "Guarantee Agreement"), between the Corporation and The Bank
of New York, as Trustee (the "Guarantee Trustee"), for the benefit of the
holders of the Preferred Securities from time to time, we, as special counsel
for the Corporation, have examined such corporate and trust records,
certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion. Upon the
basis of such examination, it is our opinion that:
(1) The Purchase Agreement has been duly authorized, executed and
delivered by the Corporation.
(2) The Trust Agreement has been duly authorized, executed and
delivered by the Corporation.
(3) The Registration Rights Agreement, dated March 12, 1997, among
the Corporation, the Issuer Trust
<PAGE>
Dillon, Read & Co. Inc. -3-
and you, has been duly authorized, executed and delivered by the
Corporation.
(4) The Guarantee Agreement has been duly authorized, executed and
delivered by the Corporation and constitutes a valid and legally binding
obligation of the Corporation enforceable against the Corporation in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles.
(5) The Agreement as to Expenses and Liabilities, dated March 12,
1997, between the Corporation and the Issuer Trust (the "Expense
Agreement"), has been duly authorized, executed and delivered by the
Corporation and constitutes a valid and legally binding obligation of the
Corporation enforceable against the Corporation in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.
<PAGE>
Dillon, Read & Co. Inc. -4-
(6) The Junior Subordinated Indenture, dated as of March 12, 1997
(the "Indenture"), between the Corporation and The Bank of New York, as
Trustee (the "Debenture Trustee"), has been duly authorized, executed and
delivered by the Corporation and constitutes a valid and legally binding
obligation of the Corporation enforceable against the Corporation in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles.
(7) The 8 7/8% Junior Subordinated Deferrable Interest Debentures,
Series C, of the Corporation (the "Junior Subordinated Debentures"), issued
and sold to the Issuer Trust pursuant to the Indenture and the Trust
Agreement in an aggregate principal amount of $206,186,000, have been duly
authorized, executed and delivered by the Corporation and constitute valid
and legally binding obligations of the Corporation, entitled to the
benefits of the Indenture and enforceable against the Corporation in
accordance with
<PAGE>
Dillon, Read & Co. Inc. -5-
their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.
(8) The execution and delivery by the Corporation of, and the
performance by the Corporation under, the Purchase Agreement, the Trust
Agreement, the Indenture, the Guarantee Agreement, the Expense Agreement
and the Registration Rights Agreement, the consummation by the Corporation
of the transactions contemplated hereby and thereby, the filing of the
certificate of trust of the Issuer Trust with the Secretary of State of the
State of Delaware, compliance by the Corporation with the terms of the
foregoing and the application of the proceeds from the sale of the
Preferred Securities as contemplated by the Offering Memorandum do not and
will not (A) violate the charter or by-laws of the Corporation or its
subsidiary, Riggs Bank N.A. (the "Subsidiary") or (B) violate any federal
law of the United States or law of the State of New York or the General
Corporation Law of the State of Delaware
<PAGE>
Dillon, Read & Co. Inc. -6-
applicable to the Corporation or its subsidiary, Riggs Bank, N.A., provided
--------
that, insofar as the performance by the Corporation of its obligations
under the Indenture and the Debentures is concerned, we express no opinion
as to bankruptcy, insolvency, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors' rights.
(9) The Issuer Trust is not an "investment company" or an entity
"controlled" by an "investment company", as such terms are defined in the
Investment Company Act of 1940, as amended.
(10) The statements set forth in the Offering Memorandum, dated March
7, 1997, relating to the Preferred Securities (the "Offering Memorandum")
under the captions "Description of the Series C Preferred Securities",
"Description of the Series C Subordinated Debentures", "Description of the
Series C Guarantee", "Relationship Among the Series C Preferred Securities,
the Series C Subordinated Debentures, the Expense Agreement and the Series
C Guarantee", and "ERISA Considerations" insofar as they purport to
describe the
<PAGE>
Dillon, Read & Co. Inc. -7-
provisions of the laws and documents referred to therein, are accurate,
complete and fair.
(11) Assuming the accuracy of the representations and warranties and
compliance with the agreements of the Initial Purchasers in Section 3 of
the Purchase Agreement, neither registration of the Preferred Securities
under the Securities Act of 1933, as amended, nor qualification of the
Indenture, the Guarantee Agreement or the Trust Agreement under the Trust
Indenture Act of 1939, as amended, is required for the offer and sale of
the Preferred Securities by the Issuer Trust to you or the initial resale
of the Preferred Securities by you, in each case in accordance with the
Offering Memorandum and the Purchase Agreement. We express no opinion,
however, as to when or under what circumstances any Preferred Securities
sold by you may be reoffered or resold.
In connection with our opinion set forth in paragraph (11) above, we
have, with your approval, relied upon the representations, warranties and
agreements of the Corporation, the Issuer Trust and you in the Purchase
Agreement as to the absence of any general solicitation,
<PAGE>
Dillon, Read & Co. Inc. -8-
general advertising or directed selling efforts in connection with the offering
of the Preferred Securities, the character of the offerees and the purchasers of
the Preferred Securities and certain other matters.
The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of New York, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction. With respect to all
matters of Delaware law governing statutory business trusts, we have, with your
approval, relied upon the opinion, dated March 12, 1997, of Richards, Layton &
Finger, P.A., delivered to you pursuant to Section 6(f) of the Purchase
Agreement, and our opinion is subject to the same assumptions, qualifications
and limitations with respect to such matters as are contained in such opinion of
Richards, Layton & Finger, P.A. We believe you and we are justified in relying
on such opinion for such matters.
In connection with our opinion set forth in paragraphs (1) through (8)
above, we have relied, as to the due incorporation of the Company, upon the
opinion, dated the date hereof, of Linda A. Madrid, Esq., Managing Director
<PAGE>
Dillon, Read & Co. Inc. -9-
of Legal Affairs of the Company, delivered to you today pursuant to Section 6(b)
of the Purchase Agreement.
With your approval, we have relied as to certain matters on
information obtained from public officials, officers of the Corporation, the
Issuer Trust and you, and from other sources believed by us to be responsible,
and we have assumed that (i) the Indenture has been duly authorized, executed
and delivered by the Debenture Trustee, (ii) the Trust Agreement has been duly
authorized, executed and delivered by each of the Property Trustee and the
Delaware Trustee, (iii) the Guarantee Agreement has been duly authorized,
executed and delivered by the Guarantee Trustee, (iv) the Junior Subordinated
Debentures conform to the specimen thereof examined by us and (v) the signatures
on all documents examined by us are genuine, assumptions which we have not
independently verified.
Very truly yours,
SULLIVAN & CROMWELL
<PAGE>
EXHIBIT 5 (b)
[LETTERHEAD OF RICHARDS, LAYTON & FINGER]
March 12, 1997
To the Persons Listed on,
Schedule A attached hereto.
Re: Riggs Capital II
----------------
Dear Ladies & Gentlemen:
We have acted as counsel to The Bank of New York (Delaware), a
Delaware banking corporation ("BYN(DE)") in connection with this opinion, which
is being delivered to you at your request.
We have examined originals or copies of documents and such corporate
records, certificates and other statements of governmental officials and
corporate officers and other representatives of the corporations or entities
referred to herein as we have deemed necessary or appropriate for the purposes
of the opinions expressed herein. Moreover, as to certain facts material to the
opinions expressed herein, we have relied upon the representations and
warranties contained in the documents referred to in this paragraph.
Based upon the foregoing and upon an examination of such questions of
law as we have deemed necessary or appropriate, and subject to the assumptions,
exceptions and qualifications set forth below, we advise you that, in our
opinion:
<PAGE>
To the Persons Listed on
Schedule A Attached hereto
March 12, 1997
Page 2
BYN(DE) has been duly incorporated, and is validly existing in good
standing as a banking corporation under the laws of the State of Delaware and
has the corporate power to act as Trustee of a Delaware business trust under the
laws of the State of Delaware, 12 Del.C. (S)3801, et.seq.
------ -- ---
The foregoing opinions are subject to the following exceptions,
qualifications and assumptions:
We are admitted to practice law in the State of Delaware and we do not
hold ourselves out as being experts on the law of any other jurisdiction. The
foregoing opinions are limited to the laws of the State of Delaware and the
federal laws of the United States of America governing the banking and trust
powers of BYN(DE)(except that we express no opinion with respect to (i) state
securities or blue sky laws and (ii) federal securities laws, including, without
limitation, the Securities Act of 1993, as amended, the Securities Exchange Act
of 1934, as amended, the Trust Indenture Act of 1939, as amended, and the
Investment Company Act of 1940, as amended) and we have not considered and
express no opinion on the laws, rules and regulations of any other jurisdiction.
This opinion may be relied upon by you in connection with the matters
set forth herein. Otherwise, this opinion is not to be used, published,
circulated or relied upon by any other person for any purpose without prior
written consent.
Very truly yours,
RICHARDS, LAYTON & FINGER
EMA/lmh
<PAGE>
SCHEDULE A
----------
Dillon, Read & Co. Inc.
Riggs National Corporation
<PAGE>
EXHIBIT 8
[LETTERHEAD OF SULLIVAN & CROMWELL]
March 12, 1997
Dillon, Read & Co. Inc.,
535 Madison Avenue,
New York, New York 10022.
Ladies and Gentlemen:
We have acted as special tax counsel to Riggs National Corporation, a
Delaware corporation (the "Corporation"), with regard to certain Federal income
tax matters relating to the purchase, ownership and disposition of 200,000
8 7/8% Trust Preferred Securities, Series C (the "Securities") issued by Riggs
Capital II, a Delaware statutory business trust.
We hereby confirm to you that, in our opinion, based on the facts set out
in the Offering Memorandum dated March 7, 1997 (the "Offering Memorandum") and
in consideration of such other matters of fact and law as we have considered
appropriate, the principal tax consequences resulting from the purchase,
ownership and disposition of
<PAGE>
Dillon, Read & co. Inc. -2-
the Securities are described in the Offering Memorandum under the caption
"Certain United States Federal Income Tax Consequences".
We hereby consent to the reference to this firm in the Offering Memorandum
under the caption "Certain United States Federal Income Tax Consequences".
Very truly yours,
SULLIVAN & CROMWELL
<PAGE>
Exhibit 12
RIGGS NATIONAL CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
(Dollars in thousands)*
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------------------------------
1996 1995 1994 1993 1992
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Income (Loss) before income taxes $ 72,117 $ 88,148 $ 33,486 $(88,571) $(22,121)
Fixed charges
Interest expense 139,891 147,821 112,723 122,130 189,604
Estimated interest component
of net rental payments - - - - -
----------- ----------- ----------- ----------- -----------
Total fixed charges including
interest on deposits 139,891 147,821 112,723 122,130 189,604
Less: Interest on deposits 109,976 113,986 83,557 101,094 170,208
----------- ----------- ----------- ----------- -----------
Total fixed charges excluding
interest on deposits 29,915 33,835 29,166 21,036 19,396
Income before taxes and
fixed charges (including interest
on deposits) 212,008 235,969 146,209 33,559 167,483
Income before taxes and
fixed charges (excluding interest
on deposits) 102,032 121,983 62,652 (67,535) (2,725)
Preferred stock dividends 10,750 10,750 12,124 1,434 358
Ratio of earnings to fixed charges
Including Interest on Deposits 1.52 1.60 1.30 n/a n/a
Excluding Interest on Deposits 3.41 3.61 2.15 n/a n/a
Ratio of earnings to fixed charges &
Preferred Stock Dividends
Including Interest on Deposits 1.41 1.49 1.17 n/a n/a
Excluding Interest on Deposits 2.51 2.74 1.52 n/a n/a
</TABLE>
* Earnings include consolidated earnings of the Corporation's national banking
subsidiaries, which may not be available (due to legal limitations on the
sources and amounts of dividends national banks are permitted to pay their
parent companies) to cover fixed charges of the Corporation. Fixed charges
include interest on long-term debt and preferred stock dividends, which are
obligations of the Corporation. During the years ended December 31, 1993, 1992
and 1991, earnings were insufficient to cover fixed charges (including interest
on deposits) and preferred stock dividend requirements by $90.0 million, $22.5
million, and $72.1 million, respectively. On a pro forma basis, assuming the
sales of the Series A and C Preferred Securities were consummated as of the
beginning of the respective periods, earnings would have been sufficient to
cover fixed charges (including interest on deposits) and preferred stock
requirements by $55.1 million for the year ended December 31, 1996. The
proceeds from the sales of the Series A and C Preferred Securities
(approximately $350 million cumulative) are assumed to be invested in short-
term securities.
<PAGE>
Exhibit 23(a)
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the reference to our
firm under the caption "Independent Public Accountants" in the Registration
Statement Form S-3 and related Prospectus of Riggs National Corporation and
Riggs Capital II for the registration of Junior Subordinated Deferrable Interest
Debentures and Preferred Securities and to the incorporation by reference
therein of our report dated January 14, 1997 (except with respect to the matter
discussed in Note 17, as to which the date is March 12, 1997) with respect to
the consolidated financial statements of Riggs National Corporation in its
Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ ARTHUR ANDERSEN LLP
Washington, D.C.
May 2, 1997
<PAGE>
Exhibit 23(b)
[LETTERHEAD OF RICHARDS, LAYTON & FINGER APPEARS HERE]
April 30, 1997
Riggs National Corporation
1503 Pennsylvania Avenue, N.W.
Washington, D.C. 20005
Ladies and Gentlemen:
We hereby consent to the reference to us under the heading
"Validity of Securities" in the Prospectus included in this Registration
Statement and to the filing of our related opinion dated March 12, 1997 as an
exhibit to this Registration Statement on Form S-3 filed with the Securities and
Exchange Commission. In giving this consent, we do not hereby admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange commission thereunder.
Very truly yours,
/s/ RICHARDS, LAYTON & FINGER
<PAGE>
Exhibit 23(c)
[LETTERHEAD OF SULLIVAN & CROMWELL APPEARS HERE]
May 2, 1997
Riggs National Corporation
1503 Pennsylvania Avenue, N.W.
Washington, D.C. 20005.
Ladies and Gentlemen:
We hereby consent to the two references to us under the heading
"Validity of Securities" in the Prospectus included in this Registration
Statement and to the filing of both of our related opinions, each dated March
12, 1997, as exhibits to this Registration Statement on Form S-3 filed with the
Securities and Exchange Commission. In giving this consent, we do not hereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ SULLIVAN & CROMWELL
<PAGE>
EXHIBIT 24
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, John L. Davis and Linda A. Madrid, individually, as my true and lawful
attorney-in-fact and agent to do any and all acts and to execute any and all
instruments which said attorney-in-fact may deem necessary or advisable to
enable the Corporation to comply with the Securities Act of 1933, as amended,
and any regulations promulgated thereunder (the "Securities Act") by the
Securities and Exchange Commission (the "Commission"), in connection with the
registration, offering and sale under the Securities Act of up to 230,000 shares
of Trust Preferred Securities, Series C liquidation preference $1,000.00 per
share, by the Corporation's Delaware Business Trust, Riggs Capital II with an
aggregate initial offering price of up to $230,000,000 and the registration,
offer and sale of up to $230,000,000 aggregate initial offering price of the
Corporation's Junior Subordinated Debentures, Series C (together with the Trust
Preferred Securities the "Securities") or the offer and sale of such Securities
pursuant to an exemption under Rule 144A or such other exemption under the
Securities Act, if deemed necessary or advisable by said attorney-in-fact,
including without limitation thereof, the full power and authority to sign my
name as a director and/or officer of the Corporation to a Registration Statement
on Form S-3 (the "Registration Statement") or such other form for the
registration of the Securities as the Commission may require or said attorney-
in-fact deem necessary or advisable regarding such Securities and to any
amendment (including, without limitation, post-effective amendments) or
supplements or a related registration statement to said Registration Statement
or statements, to the prospectus or prospectuses or to the offering circular in
the event the Securities are not registered with the Commission, and I hereby
ratify and confirm all that said attorney-in-fact agents shall do or cause to be
done, including any and all acts and things and any and all other instruments,
documents or agreements, including but not limited to the Prospectus, the
Indenture, the Trust Agreement, the Guarantee, the Expense Agreement, the
Underwriting Agreement and any other letter, contract, document or agreement
relating hereto which said attorneys-in-fact may deem necessary or advisable to
enable the Corporation to accomplish and complete the transactions contemplated
in the resolution approved by the board of directors of the Corporation and to
withdraw any such filings or transactions if said attorney-in-fact deems such
withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ Frederick L. Bollerer
----------------------------------------
Frederick L. Bollerer
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, and John L. Davis, individually, as my true and
lawful attorney-in-fact and agent to do any and all acts and to execute any and
all instruments which said attorney-in-fact may deem necessary or advisable to
enable the Corporation to comply with the Securities Act of 1933, as amended,
and any regulations promulgated thereunder (the "Securities Act") by the
Securities and Exchange Commission (the "Commission"), in connection with the
registration, offering and sale under the Securities Act of up to 230,000 shares
of Trust Preferred Securities, Series C liquidation preference $1,000.00 per
share, by the Corporation's Delaware Business Trust, Riggs Capital II with an
aggregate initial offering price of up to $230,000,000 and the registration,
offer and sale of up to $230,000,000 aggregate initial offering price of the
Corporation's Junior Subordinated Debentures, Series C (together with the Trust
Preferred Securities the "Securities") or the offer and sale of such Securities
pursuant to an exemption under Rule 144A or such other exemption under the
Securities Act, including without limitation thereof, the full power and
authority to sign my name as a director and/or officer of the Corporation to a
Registration Statement on Form S-3 (the "Registration Statement") or such other
form for the registration of the Securities as the Commission may require or
said attorney-in-fact deem necessary or advisable regarding such Securities and
to any amendment (including, without limitation, post-effective amendments) or
supplements or a related registration statement to said Registration Statement
or statements, to the prospectus or prospectuses or to the offering circular in
the event the Securities are not registered with the Commission, and I hereby
ratify and confirm all that said attorney-in-fact agents shall do or cause to be
done, including any and all acts and things and any and all other instruments,
documents or agreements, including but not limited to the Prospectus, the
Indenture, the Trust Agreement, the Guarantee, the Expense Agreement, the
Underwriting Agreement and any other letter, contract, document or agreement
relating hereto which said attorneys-in-fact may deem necessary or advisable to
enable the Corporation to accomplish and complete the transactions contemplated
in the resolution approved by the board of directors of the Corporation and to
withdraw any such filings or transactions if said attorney-in-fact deems such
withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ Linda A. Madrid
----------------------------------------
Linda A. Madrid
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Frederick L.
Bollerer, John L. Davis and Linda A. Madrid, individually, as my true and lawful
attorney-in-fact and agent to do any and all acts and to execute any and all
instruments which said attorney-in-fact may deem necessary or advisable to
enable the Corporation to comply with the Securities Act of 1933, as amended,
and any regulations promulgated thereunder (the "Securities Act") by the
Securities and Exchange Commission (the "Commission"), in connection with the
registration, offering and sale under the Securities Act of up to 230,000 shares
of Trust Preferred Securities, Series C liquidation preference $1,000.00 per
share, by the Corporation's Delaware Business Trust, Riggs Capital II with an
aggregate initial offering price of up to $230,000,000 and the registration,
offer and sale of up to $230,000,000 aggregate initial offering price of the
Corporation's Junior Subordinated Debentures, Series C (together with the Trust
Preferred Securities the "Securities") or the offer and sale of such Securities
pursuant to an exemption under Rule 144A or such other exemption under the
Securities Act, including without limitation thereof, the full power and
authority to sign my name as a director and/or officer of the Corporation to a
Registration Statement on Form S-3 (the "Registration Statement") or such other
form for the registration of the Securities as the Commission may require or
said attorney-in-fact deem necessary or advisable regarding such Securities and
to any amendment (including, without limitation, post-effective amendments) or
supplements or a related registration statement to said Registration Statement
or statements, to the prospectus or prospectuses or to the offering circular in
the event the Securities are not registered with the Commission, and I hereby
ratify and confirm all that said attorney-in-fact agents shall do or cause to be
done, including any and all acts and things and any and all other instruments,
documents or agreements, including but not limited to the Prospectus, the
Indenture, the Trust Agreement, the Guarantee, the Expense Agreement, the
Underwriting Agreement and any other letter, contract, document or agreement
relating hereto which said attorneys-in-fact may deem necessary or advisable to
enable the Corporation to accomplish and complete the transactions contemplated
in the resolution approved by the board of directors of the Corporation and to
withdraw any such filings or transactions if said attorney-in-fact deems such
withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ Timothy C. Coughlin
---------------------------------------
Timothy C. Coughlin
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, and Linda A. Madrid, individually, as my true
and lawful attorney-in-fact and agent to do any and all acts and to execute any
and all instruments which said attorney-in-fact may deem necessary or advisable
to enable the Corporation to comply with the Securities Act of 1933, as amended,
and any regulations promulgated thereunder (the "Securities Act") by the
Securities and Exchange Commission (the "Commission"), in connection with the
registration, offering and sale under the Securities Act of up to 230,000 shares
of Trust Preferred Securities, Series C liquidation preference $1,000.00 per
share, by the Corporation's Delaware Business Trust, Riggs Capital II with an
aggregate initial offering price of up to $230,000,000 and the registration,
offer and sale of up to $230,000,000 aggregate initial offering price of the
Corporation's Junior Subordinated Debentures, Series C (together with the Trust
Preferred Securities the "Securities") or the offer and sale of such Securities
pursuant to an exemption under Rule 144A or such other exemption under the
Securities Act, including without limitation thereof, the full power and
authority to sign my name as a director and/or officer of the Corporation to a
Registration Statement on Form S-3 (the "Registration Statement") or such other
form for the registration of the Securities as the Commission may require or
said attorney-in-fact deem necessary or advisable regarding such Securities and
to any amendment (including, without limitation, post-effective amendments) or
supplements or a related registration statement to said Registration Statement
or statements, to the prospectus or prospectuses or to the offering circular in
the event the Securities are not registered with the Commission, and I hereby
ratify and confirm all that said attorney-in-fact agents shall do or cause to be
done, including any and all acts and things and any and all other instruments,
documents or agreements, including but not limited to the Prospectus, the
Indenture, the Trust Agreement, the Guarantee, the Expense Agreement, the
Underwriting Agreement and any other letter, contract, document or agreement
relating hereto which said attorneys-in-fact may deem necessary or advisable to
enable the Corporation to accomplish and complete the transactions contemplated
in the resolution approved by the board of directors of the Corporation and to
withdraw any such filings or transactions if said attorney-in-fact deems such
withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ John L. Davis
----------------------------------------
John L. Davis
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, John L. Davis and Linda A. Madrid,
individually, as my true and lawful attorney-in-fact and agent to do any and all
acts and to execute any and all instruments which said attorney-in-fact may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any regulations promulgated thereunder (the
"Securities Act") by the Securities and Exchange Commission (the "Commission"),
in connection with the registration, offering and sale under the Securities Act
of up to 230,000 shares of Trust Preferred Securities, Series C liquidation
preference $1,000.00 per share, by the Corporation's Delaware Business Trust,
Riggs Capital II with an aggregate initial offering price of up to $230,000,000
and the registration, offer and sale of up to $230,000,000 aggregate initial
offering price of the Corporation's Junior Subordinated Debentures, Series C
(together with the Trust Preferred Securities the "Securities") or the offer and
sale of such Securities pursuant to an exemption under Rule 144A or such other
exemption under the Securities Act, including without limitation thereof, the
full power and authority to sign my name as a director and/or officer of the
Corporation to a Registration Statement on Form S-3 (the "Registration
Statement") or such other form for the registration of the Securities as the
Commission may require or said attorney-in-fact deem necessary or advisable
regarding such Securities and to any amendment (including, without limitation,
post-effective amendments) or supplements or a related registration statement to
said Registration Statement or statements, to the prospectus or prospectuses or
to the offering circular in the event the Securities are not registered with the
Commission, and I hereby ratify and confirm all that said attorney-in-fact
agents shall do or cause to be done, including any and all acts and things and
any and all other instruments, documents or agreements, including but not
limited to the Prospectus, the Indenture, the Trust Agreement, the Guarantee,
the Expense Agreement, the Underwriting Agreement and any other letter,
contract, document or agreement relating hereto which said attorneys-in-fact may
deem necessary or advisable to enable the Corporation to accomplish and complete
the transactions contemplated in the resolution approved by the board of
directors of the Corporation and to withdraw any such filings or transactions if
said attorney-in-fact deems such withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ Joe L. Allbritton
---------------------------------------
Joe L. Allbritton
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, John L. Davis and Linda A. Madrid,
individually, as my true and lawful attorney-in-fact and agent to do any and all
acts and to execute any and all instruments which said attorney-in-fact may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any regulations promulgated thereunder (the
"Securities Act") by the Securities and Exchange Commission (the "Commission"),
in connection with the registration, offering and sale under the Securities Act
of up to 230,000 shares of Trust Preferred Securities, Series C liquidation
preference $1,000.00 per share, by the Corporation's Delaware Business Trust,
Riggs Capital II with an aggregate initial offering price of up to $230,000,000
and the registration, offer and sale of up to $230,000,000 aggregate initial
offering price of the Corporation's Junior Subordinated Debentures, Series C
(together with the Trust Preferred Securities the "Securities") or the offer and
sale of such Securities pursuant to an exemption under Rule 144A or such other
exemption under the Securities Act, including without limitation thereof, the
full power and authority to sign my name as a director and/or officer of the
Corporation to a Registration Statement on Form S-3 (the "Registration
Statement") or such other form for the registration of the Securities as the
Commission may require or said attorney-in-fact deem necessary or advisable
regarding such Securities and to any amendment (including, without limitation,
post-effective amendments) or supplements or a related registration statement to
said Registration Statement or statements, to the prospectus or prospectuses or
to the offering circular in the event the Securities are not registered with the
Commission, and I hereby ratify and confirm all that said attorney-in-fact
agents shall do or cause to be done, including any and all acts and things and
any and all other instruments, documents or agreements, including but not
limited to the Prospectus, the Indenture, the Trust Agreement, the Guarantee,
the Expense Agreement, the Underwriting Agreement and any other letter,
contract, document or agreement relating hereto which said attorneys-in-fact may
deem necessary or advisable to enable the Corporation to accomplish and complete
the transactions contemplated in the resolution approved by the board of
directors of the Corporation and to withdraw any such filings or transactions if
said attorney-in-fact deems such withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ Barbara B. Allbritton
----------------------------------------
Barbara B. Allbritton
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, John L. Davis and Linda A. Madrid,
individually, as my true and lawful attorney-in-fact and agent to do any and all
acts and to execute any and all instruments which said attorney-in-fact may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any regulations promulgated thereunder (the
"Securities Act") by the Securities and Exchange Commission (the "Commission"),
in connection with the registration, offering and sale under the Securities Act
of up to 230,000 shares of Trust Preferred Securities, Series C liquidation
preference $1,000.00 per share, by the Corporation's Delaware Business Trust,
Riggs Capital II with an aggregate initial offering price of up to $230,000,000
and the registration, offer and sale of up to $230,000,000 aggregate initial
offering price of the Corporation's Junior Subordinated Debentures, Series C
(together with the Trust Preferred Securities the "Securities") or the offer and
sale of such Securities pursuant to an exemption under Rule 144A or such other
exemption under the Securities Act, including without limitation thereof, the
full power and authority to sign my name as a director and/or officer of the
Corporation to a Registration Statement on Form S-3 (the "Registration
Statement") or such other form for the registration of the Securities as the
Commission may require or said attorney-in-fact deem necessary or advisable
regarding such Securities and to any amendment (including, without limitation,
post-effective amendments) or supplements or a related registration statement to
said Registration Statement or statements, to the prospectus or prospectuses or
to the offering circular in the event the Securities are not registered with the
Commission, and I hereby ratify and confirm all that said attorney-in-fact
agents shall do or cause to be done, including any and all acts and things and
any and all other instruments, documents or agreements, including but not
limited to the Prospectus, the Indenture, the Trust Agreement, the Guarantee,
the Expense Agreement, the Underwriting Agreement and any other letter,
contract, document or agreement relating hereto which said attorneys-in-fact may
deem necessary or advisable to enable the Corporation to accomplish and complete
the transactions contemplated in the resolution approved by the board of
directors of the Corporation and to withdraw any such filings or transactions if
said attorney-in-fact deems such withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ Robert L. Allbritton
----------------------------------------
Robert L. Allbritton
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, John L. Davis and Linda A. Madrid,
individually, as my true and lawful attorney-in-fact and agent to do any and all
acts and to execute any and all instruments which said attorney-in-fact may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any regulations promulgated thereunder (the
"Securities Act") by the Securities and Exchange Commission (the "Commission"),
in connection with the registration, offering and sale under the Securities Act
of up to 230,000 shares of Trust Preferred Securities, Series C liquidation
preference $1,000.00 per share, by the Corporation's Delaware Business Trust,
Riggs Capital II with an aggregate initial offering price of up to $230,000,000
and the registration, offer and sale of up to $230,000,000 aggregate initial
offering price of the Corporation's Junior Subordinated Debentures, Series C
(together with the Trust Preferred Securities the "Securities") or the offer and
sale of such Securities pursuant to an exemption under Rule 144A or such other
exemption under the Securities Act, including without limitation thereof, the
full power and authority to sign my name as a director and/or officer of the
Corporation to a Registration Statement on Form S-3 (the "Registration
Statement") or such other form for the registration of the Securities as the
Commission may require or said attorney-in-fact deem necessary or advisable
regarding such Securities and to any amendment (including, without limitation,
post-effective amendments) or supplements or a related registration statement to
said Registration Statement or statements, to the prospectus or prospectuses or
to the offering circular in the event the Securities are not registered with the
Commission, and I hereby ratify and confirm all that said attorney-in-fact
agents shall do or cause to be done, including any and all acts and things and
any and all other instruments, documents or agreements, including but not
limited to the Prospectus, the Indenture, the Trust Agreement, the Guarantee,
the Expense Agreement, the Underwriting Agreement and any other letter,
contract, document or agreement relating hereto which said attorneys-in-fact may
deem necessary or advisable to enable the Corporation to accomplish and complete
the transactions contemplated in the resolution approved by the board of
directors of the Corporation and to withdraw any such filings or transactions if
said attorney-in-fact deems such withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ Calvin Cafritz
----------------------------------------
Calvin Cafritz
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, John L. Davis and Linda A. Madrid,
individually, as my true and lawful attorney-in-fact and agent to do any and all
acts and to execute any and all instruments which said attorney-in-fact may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any regulations promulgated thereunder (the
"Securities Act") by the Securities and Exchange Commission (the "Commission"),
in connection with the registration, offering and sale under the Securities Act
of up to 230,000 shares of Trust Preferred Securities, Series C liquidation
preference $1,000.00 per share, by the Corporation's Delaware Business Trust,
Riggs Capital II with an aggregate initial offering price of up to $230,000,000
and the registration, offer and sale of up to $230,000,000 aggregate initial
offering price of the Corporation's Junior Subordinated Debentures, Series C
(together with the Trust Preferred Securities the "Securities") or the offer and
sale of such Securities pursuant to an exemption under Rule 144A or such other
exemption under the Securities Act, including without limitation thereof, the
full power and authority to sign my name as a director and/or officer of the
Corporation to a Registration Statement on Form S-3 (the "Registration
Statement") or such other form for the registration of the Securities as the
Commission may require or said attorney-in-fact deem necessary or advisable
regarding such Securities and to any amendment (including, without limitation,
post-effective amendments) or supplements or a related registration statement to
said Registration Statement or statements, to the prospectus or prospectuses or
to the offering circular in the event the Securities are not registered with the
Commission, and I hereby ratify and confirm all that said attorney-in-fact
agents shall do or cause to be done, including any and all acts and things and
any and all other instruments, documents or agreements, including but not
limited to the Prospectus, the Indenture, the Trust Agreement, the Guarantee,
the Expense Agreement, the Underwriting Agreement and any other letter,
contract, document or agreement relating hereto which said attorneys-in-fact may
deem necessary or advisable to enable the Corporation to accomplish and complete
the transactions contemplated in the resolution approved by the board of
directors of the Corporation and to withdraw any such filings or transactions if
said attorney-in-fact deems such withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ Charles A. Camalier, III
----------------------------------------
Charles A. Camalier, III
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, John L. Davis and Linda A. Madrid,
individually, as my true and lawful attorney-in-fact and agent to do any and all
acts and to execute any and all instruments which said attorney-in-fact may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any regulations promulgated thereunder (the
"Securities Act") by the Securities and Exchange Commission (the "Commission"),
in connection with the registration, offering and sale under the Securities Act
of up to 230,000 shares of Trust Preferred Securities, Series C liquidation
preference $1,000.00 per share, by the Corporation's Delaware Business Trust,
Riggs Capital II with an aggregate initial offering price of up to $230,000,000
and the registration, offer and sale of up to $230,000,000 aggregate initial
offering price of the Corporation's Junior Subordinated Debentures, Series C
(together with the Trust Preferred Securities the "Securities") or the offer and
sale of such Securities pursuant to an exemption under Rule 144A or such other
exemption under the Securities Act, including without limitation thereof, the
full power and authority to sign my name as a director and/or officer of the
Corporation to a Registration Statement on Form S-3 (the "Registration
Statement") or such other form for the registration of the Securities as the
Commission may require or said attorney-in-fact deem necessary or advisable
regarding such Securities and to any amendment (including, without limitation,
post-effective amendments) or supplements or a related registration statement to
said Registration Statement or statements, to the prospectus or prospectuses or
to the offering circular in the event the Securities are not registered with the
Commission, and I hereby ratify and confirm all that said attorney-in-fact
agents shall do or cause to be done, including any and all acts and things and
any and all other instruments, documents or agreements, including but not
limited to the Prospectus, the Indenture, the Trust Agreement, the Guarantee,
the Expense Agreement, the Underwriting Agreement and any other letter,
contract, document or agreement relating hereto which said attorneys-in-fact may
deem necessary or advisable to enable the Corporation to accomplish and complete
the transactions contemplated in the resolution approved by the board of
directors of the Corporation and to withdraw any such filings or transactions if
said attorney-in-fact deems such withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ Ronald E. Cuneo
----------------------------------------
Ronald E. Cuneo
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, John L. Davis and Linda A. Madrid,
individually, as my true and lawful attorney-in-fact and agent to do any and all
acts and to execute any and all instruments which said attorney-in-fact may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any regulations promulgated thereunder (the
"Securities Act") by the Securities and Exchange Commission (the "Commission"),
in connection with the registration, offering and sale under the Securities Act
of up to 230,000 shares of Trust Preferred Securities, Series C liquidation
preference $1,000.00 per share, by the Corporation's Delaware Business Trust,
Riggs Capital II with an aggregate initial offering price of up to $230,000,000
and the registration, offer and sale of up to $230,000,000 aggregate initial
offering price of the Corporation's Junior Subordinated Debentures, Series C
(together with the Trust Preferred Securities the "Securities") or the offer and
sale of such Securities pursuant to an exemption under Rule 144A or such other
exemption under the Securities Act, including without limitation thereof, the
full power and authority to sign my name as a director and/or officer of the
Corporation to a Registration Statement on Form S-3 (the "Registration
Statement") or such other form for the registration of the Securities as the
Commission may require or said attorney-in-fact deem necessary or advisable
regarding such Securities and to any amendment (including, without limitation,
post-effective amendments) or supplements or a related registration statement to
said Registration Statement or statements, to the prospectus or prospectuses or
to the offering circular in the event the Securities are not registered with the
Commission, and I hereby ratify and confirm all that said attorney-in-fact
agents shall do or cause to be done, including any and all acts and things and
any and all other instruments, documents or agreements, including but not
limited to the Prospectus, the Indenture, the Trust Agreement, the Guarantee,
the Expense Agreement, the Underwriting Agreement and any other letter,
contract, document or agreement relating hereto which said attorneys-in-fact may
deem necessary or advisable to enable the Corporation to accomplish and complete
the transactions contemplated in the resolution approved by the board of
directors of the Corporation and to withdraw any such filings or transactions if
said attorney-in-fact deems such withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ Floyd E. Davis, III
----------------------------------------
Floyd E. Davis, III
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, John L. Davis and Linda A. Madrid,
individually, as my true and lawful attorney-in-fact and agent to do any and all
acts and to execute any and all instruments which said attorney-in-fact may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any regulations promulgated thereunder (the
"Securities Act") by the Securities and Exchange Commission (the "Commission"),
in connection with the registration, offering and sale under the Securities Act
of up to 230,000 shares of Trust Preferred Securities, Series C liquidation
preference $1,000.00 per share, by the Corporation's Delaware Business Trust,
Riggs Capital II with an aggregate initial offering price of up to $230,000,000
and the registration, offer and sale of up to $230,000,000 aggregate initial
offering price of the Corporation's Junior Subordinated Debentures, Series C
(together with the Trust Preferred Securities the "Securities") or the offer and
sale of such Securities pursuant to an exemption under Rule 144A or such other
exemption under the Securities Act, including without limitation thereof, the
full power and authority to sign my name as a director and/or officer of the
Corporation to a Registration Statement on Form S-3 (the "Registration
Statement") or such other form for the registration of the Securities as the
Commission may require or said attorney-in-fact deem necessary or advisable
regarding such Securities and to any amendment (including, without limitation,
post-effective amendments) or supplements or a related registration statement to
said Registration Statement or statements, to the prospectus or prospectuses or
to the offering circular in the event the Securities are not registered with the
Commission, and I hereby ratify and confirm all that said attorney-in-fact
agents shall do or cause to be done, including any and all acts and things and
any and all other instruments, documents or agreements, including but not
limited to the Prospectus, the Indenture, the Trust Agreement, the Guarantee,
the Expense Agreement, the Underwriting Agreement and any other letter,
contract, document or agreement relating hereto which said attorneys-in-fact may
deem necessary or advisable to enable the Corporation to accomplish and complete
the transactions contemplated in the resolution approved by the board of
directors of the Corporation and to withdraw any such filings or transactions if
said attorney-in-fact deems such withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ Jacqueline C. Duchange
--------------------------------------
Jacqueline C. Duchange
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, John L. Davis and Linda A. Madrid,
individually, as my true and lawful attorney-in-fact and agent to do any and all
acts and to execute any and all instruments which said attorney-in-fact may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any regulations promulgated thereunder (the
"Securities Act") by the Securities and Exchange Commission (the "Commission"),
in connection with the registration, offering and sale under the Securities Act
of up to 230,000 shares of Trust Preferred Securities, Series C liquidation
preference $1,000.00 per share, by the Corporation's Delaware Business Trust,
Riggs Capital II with an aggregate initial offering price of up to $230,000,000
and the registration, offer and sale of up to $230,000,000 aggregate initial
offering price of the Corporation's Junior Subordinated Debentures, Series C
(together with the Trust Preferred Securities the "Securities") or the offer and
sale of such Securities pursuant to an exemption under Rule 144A or such other
exemption under the Securities Act, including without limitation thereof, the
full power and authority to sign my name as a director and/or officer of the
Corporation to a Registration Statement on Form S-3 (the "Registration
Statement") or such other form for the registration of the Securities as the
Commission may require or said attorney-in-fact deem necessary or advisable
regarding such Securities and to any amendment (including, without limitation,
post-effective amendments) or supplements or a related registration statement to
said Registration Statement or statements, to the prospectus or prospectuses or
to the offering circular in the event the Securities are not registered with the
Commission, and I hereby ratify and confirm all that said attorney-in-fact
agents shall do or cause to be done, including any and all acts and things and
any and all other instruments, documents or agreements, including but not
limited to the Prospectus, the Indenture, the Trust Agreement, the Guarantee,
the Expense Agreement, the Underwriting Agreement and any other letter,
contract, document or agreement relating hereto which said attorneys-in-fact may
deem necessary or advisable to enable the Corporation to accomplish and complete
the transactions contemplated in the resolution approved by the board of
directors of the Corporation and to withdraw any such filings or transactions if
said attorney-in-fact deems such withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ Michela A. English
--------------------------------------
Michela A. English
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, John L. Davis and Linda A. Madrid,
individually, as my true and lawful attorney-in-fact and agent to do any and all
acts and to execute any and all instruments which said attorney-in-fact may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any regulations promulgated thereunder (the
"Securities Act") by the Securities and Exchange Commission (the "Commission"),
in connection with the registration, offering and sale under the Securities Act
of up to 230,000 shares of Trust Preferred Securities, Series C liquidation
preference $1,000.00 per share, by the Corporation's Delaware Business Trust,
Riggs Capital II with an aggregate initial offering price of up to $230,000,000
and the registration, offer and sale of up to $230,000,000 aggregate initial
offering price of the Corporation's Junior Subordinated Debentures, Series C
(together with the Trust Preferred Securities the "Securities") or the offer and
sale of such Securities pursuant to an exemption under Rule 144A or such other
exemption under the Securities Act, including without limitation thereof, the
full power and authority to sign my name as a director and/or officer of the
Corporation to a Registration Statement on Form S-3 (the "Registration
Statement") or such other form for the registration of the Securities as the
Commission may require or said attorney-in-fact deem necessary or advisable
regarding such Securities and to any amendment (including, without limitation,
post-effective amendments) or supplements or a related registration statement to
said Registration Statement or statements, to the prospectus or prospectuses or
to the offering circular in the event the Securities are not registered with the
Commission, and I hereby ratify and confirm all that said attorney-in-fact
agents shall do or cause to be done, including any and all acts and things and
any and all other instruments, documents or agreements, including but not
limited to the Prospectus, the Indenture, the Trust Agreement, the Guarantee,
the Expense Agreement, the Underwriting Agreement and any other letter,
contract, document or agreement relating hereto which said attorneys-in-fact may
deem necessary or advisable to enable the Corporation to accomplish and complete
the transactions contemplated in the resolution approved by the board of
directors of the Corporation and to withdraw any such filings or transactions if
said attorney-in-fact deems such withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ James E. Fitzgerald
----------------------------------------
James E. Fitzgerald
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, John L. Davis and Linda A. Madrid,
individually, as my true and lawful attorney-in-fact and agent to do any and all
acts and to execute any and all instruments which said attorney-in-fact may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any regulations promulgated thereunder (the
"Securities Act") by the Securities and Exchange Commission (the "Commission"),
in connection with the registration, offering and sale under the Securities Act
of up to 230,000 shares of Trust Preferred Securities, Series C liquidation
preference $1,000.00 per share, by the Corporation's Delaware Business Trust,
Riggs Capital II with an aggregate initial offering price of up to $230,000,000
and the registration, offer and sale of up to $230,000,000 aggregate initial
offering price of the Corporation's Junior Subordinated Debentures, Series C
(together with the Trust Preferred Securities the "Securities") or the offer and
sale of such Securities pursuant to an exemption under Rule 144A or such other
exemption under the Securities Act, including without limitation thereof, the
full power and authority to sign my name as a director and/or officer of the
Corporation to a Registration Statement on Form S-3 (the "Registration
Statement") or such other form for the registration of the Securities as the
Commission may require or said attorney-in-fact deem necessary or advisable
regarding such Securities and to any amendment (including, without limitation,
post-effective amendments) or supplements or a related registration statement to
said Registration Statement or statements, to the prospectus or prospectuses or
to the offering circular in the event the Securities are not registered with the
Commission, and I hereby ratify and confirm all that said attorney-in-fact
agents shall do or cause to be done, including any and all acts and things and
any and all other instruments, documents or agreements, including but not
limited to the Prospectus, the Indenture, the Trust Agreement, the Guarantee,
the Expense Agreement, the Underwriting Agreement and any other letter,
contract, document or agreement relating hereto which said attorneys-in-fact may
deem necessary or advisable to enable the Corporation to accomplish and complete
the transactions contemplated in the resolution approved by the board of
directors of the Corporation and to withdraw any such filings or transactions if
said attorney-in-fact deems such withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ Heather S. Foley
----------------------------------------
Heather S. Foley
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, John L. Davis and Linda A. Madrid,
individually, as my true and lawful attorney-in-fact and agent to do any and all
acts and to execute any and all instruments which said attorney-in-fact may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any regulations promulgated thereunder (the
"Securities Act") by the Securities and Exchange Commission (the "Commission"),
in connection with the registration, offering and sale under the Securities Act
of up to 230,000 shares of Trust Preferred Securities, Series C liquidation
preference $1,000.00 per share, by the Corporation's Delaware Business Trust,
Riggs Capital II with an aggregate initial offering price of up to $230,000,000
and the registration, offer and sale of up to $230,000,000 aggregate initial
offering price of the Corporation's Junior Subordinated Debentures, Series C
(together with the Trust Preferred Securities the "Securities") or the offer and
sale of such Securities pursuant to an exemption under Rule 144A or such other
exemption under the Securities Act, including without limitation thereof, the
full power and authority to sign my name as a director and/or officer of the
Corporation to a Registration Statement on Form S-3 (the "Registration
Statement") or such other form for the registration of the Securities as the
Commission may require or said attorney-in-fact deem necessary or advisable
regarding such Securities and to any amendment (including, without limitation,
post-effective amendments) or supplements or a related registration statement to
said Registration Statement or statements, to the prospectus or prospectuses or
to the offering circular in the event the Securities are not registered with the
Commission, and I hereby ratify and confirm all that said attorney-in-fact
agents shall do or cause to be done, including any and all acts and things and
any and all other instruments, documents or agreements, including but not
limited to the Prospectus, the Indenture, the Trust Agreement, the Guarantee,
the Expense Agreement, the Underwriting Agreement and any other letter,
contract, document or agreement relating hereto which said attorneys-in-fact may
deem necessary or advisable to enable the Corporation to accomplish and complete
the transactions contemplated in the resolution approved by the board of
directors of the Corporation and to withdraw any such filings or transactions if
said attorney-in-fact deems such withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ David J. Gladstone
----------------------------------------
David J. Gladstone
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, John L. Davis and Linda A. Madrid,
individually, as my true and lawful attorney-in-fact and agent to do any and all
acts and to execute any and all instruments which said attorney-in-fact may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any regulations promulgated thereunder (the
"Securities Act") by the Securities and Exchange Commission (the "Commission"),
in connection with the registration, offering and sale under the Securities Act
of up to 230,000 shares of Trust Preferred Securities, Series C liquidation
preference $1,000.00 per share, by the Corporation's Delaware Business Trust,
Riggs Capital II with an aggregate initial offering price of up to $230,000,000
and the registration, offer and sale of up to $230,000,000 aggregate initial
offering price of the Corporation's Junior Subordinated Debentures, Series C
(together with the Trust Preferred Securities the "Securities") or the offer and
sale of such Securities pursuant to an exemption under Rule 144A or such other
exemption under the Securities Act, including without limitation thereof, the
full power and authority to sign my name as a director and/or officer of the
Corporation to a Registration Statement on Form S-3 (the "Registration
Statement") or such other form for the registration of the Securities as the
Commission may require or said attorney-in-fact deem necessary or advisable
regarding such Securities and to any amendment (including, without limitation,
post-effective amendments) or supplements or a related registration statement to
said Registration Statement or statements, to the prospectus or prospectuses or
to the offering circular in the event the Securities are not registered with the
Commission, and I hereby ratify and confirm all that said attorney-in-fact
agents shall do or cause to be done, including any and all acts and things and
any and all other instruments, documents or agreements, including but not
limited to the Prospectus, the Indenture, the Trust Agreement, the Guarantee,
the Expense Agreement, the Underwriting Agreement and any other letter,
contract, document or agreement relating hereto which said attorneys-in-fact may
deem necessary or advisable to enable the Corporation to accomplish and complete
the transactions contemplated in the resolution approved by the board of
directors of the Corporation and to withdraw any such filings or transactions if
said attorney-in-fact deems such withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ Lawrence I. Hebert
----------------------------------------
Lawrence I. Hebert
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, John L. Davis and Linda A. Madrid,
individually, as my true and lawful attorney-in-fact and agent to do any and all
acts and to execute any and all instruments which said attorney-in-fact may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any regulations promulgated thereunder (the
"Securities Act") by the Securities and Exchange Commission (the "Commission"),
in connection with the registration, offering and sale under the Securities Act
of up to 230,000 shares of Trust Preferred Securities, Series C liquidation
preference $1,000.00 per share, by the Corporation's Delaware Business Trust,
Riggs Capital II with an aggregate initial offering price of up to $230,000,000
and the registration, offer and sale of up to $230,000,000 aggregate initial
offering price of the Corporation's Junior Subordinated Debentures, Series C
(together with the Trust Preferred Securities the "Securities") or the offer and
sale of such Securities pursuant to an exemption under Rule 144A or such other
exemption under the Securities Act, including without limitation thereof, the
full power and authority to sign my name as a director and/or officer of the
Corporation to a Registration Statement on Form S-3 (the "Registration
Statement") or such other form for the registration of the Securities as the
Commission may require or said attorney-in-fact deem necessary or advisable
regarding such Securities and to any amendment (including, without limitation,
post-effective amendments) or supplements or a related registration statement to
said Registration Statement or statements, to the prospectus or prospectuses or
to the offering circular in the event the Securities are not registered with the
Commission, and I hereby ratify and confirm all that said attorney-in-fact
agents shall do or cause to be done, including any and all acts and things and
any and all other instruments, documents or agreements, including but not
limited to the Prospectus, the Indenture, the Trust Agreement, the Guarantee,
the Expense Agreement, the Underwriting Agreement and any other letter,
contract, document or agreement relating hereto which said attorneys-in-fact may
deem necessary or advisable to enable the Corporation to accomplish and complete
the transactions contemplated in the resolution approved by the board of
directors of the Corporation and to withdraw any such filings or transactions if
said attorney-in-fact deems such withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ Timothy A. Lex
----------------------------------------
Timothy A. Lex
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, John L. Davis and Linda A. Madrid,
individually, as my true and lawful attorney-in-fact and agent to do any and all
acts and to execute any and all instruments which said attorney-in-fact may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any regulations promulgated thereunder (the
"Securities Act") by the Securities and Exchange Commission (the "Commission"),
in connection with the registration, offering and sale under the Securities Act
of up to 230,000 shares of Trust Preferred Securities, Series C liquidation
preference $1,000.00 per share, by the Corporation's Delaware Business Trust,
Riggs Capital II with an aggregate initial offering price of up to $230,000,000
and the registration, offer and sale of up to $230,000,000 aggregate initial
offering price of the Corporation's Junior Subordinated Debentures, Series C
(together with the Trust Preferred Securities the "Securities") or the offer and
sale of such Securities pursuant to an exemption under Rule 144A or such other
exemption under the Securities Act, including without limitation thereof, the
full power and authority to sign my name as a director and/or officer of the
Corporation to a Registration Statement on Form S-3 (the "Registration
Statement") or such other form for the registration of the Securities as the
Commission may require or said attorney-in-fact deem necessary or advisable
regarding such Securities and to any amendment (including, without limitation,
post-effective amendments) or supplements or a related registration statement to
said Registration Statement or statements, to the prospectus or prospectuses or
to the offering circular in the event the Securities are not registered with the
Commission, and I hereby ratify and confirm all that said attorney-in-fact
agents shall do or cause to be done, including any and all acts and things and
any and all other instruments, documents or agreements, including but not
limited to the Prospectus, the Indenture, the Trust Agreement, the Guarantee,
the Expense Agreement, the Underwriting Agreement and any other letter,
contract, document or agreement relating hereto which said attorneys-in-fact may
deem necessary or advisable to enable the Corporation to accomplish and complete
the transactions contemplated in the resolution approved by the board of
directors of the Corporation and to withdraw any such filings or transactions if
said attorney-in-fact deems such withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ Leo J. O'Donovan, S.J.
----------------------------------------
Leo J. O'Donovan, S.J.
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, John L. Davis and Linda A. Madrid,
individually, as my true and lawful attorney-in-fact and agent to do any and all
acts and to execute any and all instruments which said attorney-in-fact may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any regulations promulgated thereunder (the
"Securities Act") by the Securities and Exchange Commission (the "Commission"),
in connection with the registration, offering and sale under the Securities Act
of up to 230,000 shares of Trust Preferred Securities, Series C liquidation
preference $1,000.00 per share, by the Corporation's Delaware Business Trust,
Riggs Capital II with an aggregate initial offering price of up to $230,000,000
and the registration, offer and sale of up to $230,000,000 aggregate initial
offering price of the Corporation's Junior Subordinated Debentures, Series C
(together with the Trust Preferred Securities the "Securities") or the offer and
sale of such Securities pursuant to an exemption under Rule 144A or such other
exemption under the Securities Act, including without limitation thereof, the
full power and authority to sign my name as a director and/or officer of the
Corporation to a Registration Statement on Form S-3 (the "Registration
Statement") or such other form for the registration of the Securities as the
Commission may require or said attorney-in-fact deem necessary or advisable
regarding such Securities and to any amendment (including, without limitation,
post-effective amendments) or supplements or a related registration statement to
said Registration Statement or statements, to the prospectus or prospectuses or
to the offering circular in the event the Securities are not registered with the
Commission, and I hereby ratify and confirm all that said attorney-in-fact
agents shall do or cause to be done, including any and all acts and things and
any and all other instruments, documents or agreements, including but not
limited to the Prospectus, the Indenture, the Trust Agreement, the Guarantee,
the Expense Agreement, the Underwriting Agreement and any other letter,
contract, document or agreement relating hereto which said attorneys-in-fact may
deem necessary or advisable to enable the Corporation to accomplish and complete
the transactions contemplated in the resolution approved by the board of
directors of the Corporation and to withdraw any such filings or transactions if
said attorney-in-fact deems such withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ Steven B. Pfeiffer
----------------------------------------
Steven B. Pfeiffer
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, John L. Davis and Linda A. Madrid,
individually, as my true and lawful attorney-in-fact and agent to do any and all
acts and to execute any and all instruments which said attorney-in-fact may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any regulations promulgated thereunder (the
"Securities Act") by the Securities and Exchange Commission (the "Commission"),
in connection with the registration, offering and sale under the Securities Act
of up to 230,000 shares of Trust Preferred Securities, Series C liquidation
preference $1,000.00 per share, by the Corporation's Delaware Business Trust,
Riggs Capital II with an aggregate initial offering price of up to $230,000,000
and the registration, offer and sale of up to $230,000,000 aggregate initial
offering price of the Corporation's Junior Subordinated Debentures, Series C
(together with the Trust Preferred Securities the "Securities") or the offer and
sale of such Securities pursuant to an exemption under Rule 144A or such other
exemption under the Securities Act, including without limitation thereof, the
full power and authority to sign my name as a director and/or officer of the
Corporation to a Registration Statement on Form S-3 (the "Registration
Statement") or such other form for the registration of the Securities as the
Commission may require or said attorney-in-fact deem necessary or advisable
regarding such Securities and to any amendment (including, without limitation,
post-effective amendments) or supplements or a related registration statement to
said Registration Statement or statements, to the prospectus or prospectuses or
to the offering circular in the event the Securities are not registered with the
Commission, and I hereby ratify and confirm all that said attorney-in-fact
agents shall do or cause to be done, including any and all acts and things and
any and all other instruments, documents or agreements, including but not
limited to the Prospectus, the Indenture, the Trust Agreement, the Guarantee,
the Expense Agreement, the Underwriting Agreement and any other letter,
contract, document or agreement relating hereto which said attorneys-in-fact may
deem necessary or advisable to enable the Corporation to accomplish and complete
the transactions contemplated in the resolution approved by the board of
directors of the Corporation and to withdraw any such filings or transactions if
said attorney-in-fact deems such withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ John A. Sargent
----------------------------------------
John A. Sargent
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, John L. Davis and Linda A. Madrid,
individually, as my true and lawful attorney-in-fact and agent to do any and all
acts and to execute any and all instruments which said attorney-in-fact may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any regulations promulgated thereunder (the
"Securities Act") by the Securities and Exchange Commission (the "Commission"),
in connection with the registration, offering and sale under the Securities Act
of up to 230,000 shares of Trust Preferred Securities, Series C liquidation
preference $1,000.00 per share, by the Corporation's Delaware Business Trust,
Riggs Capital II with an aggregate initial offering price of up to $230,000,000
and the registration, offer and sale of up to $230,000,000 aggregate initial
offering price of the Corporation's Junior Subordinated Debentures, Series C
(together with the Trust Preferred Securities the "Securities") or the offer and
sale of such Securities pursuant to an exemption under Rule 144A or such other
exemption under the Securities Act, including without limitation thereof, the
full power and authority to sign my name as a director and/or officer of the
Corporation to a Registration Statement on Form S-3 (the "Registration
Statement") or such other form for the registration of the Securities as the
Commission may require or said attorney-in-fact deem necessary or advisable
regarding such Securities and to any amendment (including, without limitation,
post-effective amendments) or supplements or a related registration statement to
said Registration Statement or statements, to the prospectus or prospectuses or
to the offering circular in the event the Securities are not registered with the
Commission, and I hereby ratify and confirm all that said attorney-in-fact
agents shall do or cause to be done, including any and all acts and things and
any and all other instruments, documents or agreements, including but not
limited to the Prospectus, the Indenture, the Trust Agreement, the Guarantee,
the Expense Agreement, the Underwriting Agreement and any other letter,
contract, document or agreement relating hereto which said attorneys-in-fact may
deem necessary or advisable to enable the Corporation to accomplish and complete
the transactions contemplated in the resolution approved by the board of
directors of the Corporation and to withdraw any such filings or transactions if
said attorney-in-fact deems such withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of March,
1997.
/s/ Robert L. Sloan
----------------------------------------
Robert L. Sloan
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, John L. Davis and Linda A. Madrid,
individually, as my true and lawful attorney-in-fact and agent to do any and all
acts and to execute any and all instruments which said attorney-in-fact may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any regulations promulgated thereunder (the
"Securities Act") by the Securities and Exchange Commission (the "Commission"),
in connection with the registration, offering and sale under the Securities Act
of up to 230,000 shares of Trust Preferred Securities, Series C liquidation
preference $1,000.00 per share, by the Corporation's Delaware Business Trust,
Riggs Capital II with an aggregate initial offering price of up to $230,000,000
and the registration, offer and sale of up to $230,000,000 aggregate initial
offering price of the Corporation's Junior Subordinated Debentures, Series C
(together with the Trust Preferred Securities the "Securities") or the offer and
sale of such Securities pursuant to an exemption under Rule 144A or such other
exemption under the Securities Act, including without limitation thereof, the
full power and authority to sign my name as a director and/or officer of the
Corporation to a Registration Statement on Form S-3 (the "Registration
Statement") or such other form for the registration of the Securities as the
Commission may require or said attorney-in-fact deem necessary or advisable
regarding such Securities and to any amendment (including, without limitation,
post-effective amendments) or supplements or a related registration statement to
said Registration Statement or statements, to the prospectus or prospectuses or
to the offering circular in the event the Securities are not registered with the
Commission, and I hereby ratify and confirm all that said attorney-in-fact
agents shall do or cause to be done, including any and all acts and things and
any and all other instruments, documents or agreements, including but not
limited to the Prospectus, the Indenture, the Trust Agreement, the Guarantee,
the Expense Agreement, the Underwriting Agreement and any other letter,
contract, document or agreement relating hereto which said attorneys-in-fact may
deem necessary or advisable to enable the Corporation to accomplish and complete
the transactions contemplated in the resolution approved by the board of
directors of the Corporation and to withdraw any such filings or transactions if
said attorney-in-fact deems such withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ James W. Symington
----------------------------------------
James W. Symington
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, John L. Davis and Linda A. Madrid,
individually, as my true and lawful attorney-in-fact and agent to do any and all
acts and to execute any and all instruments which said attorney-in-fact may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any regulations promulgated thereunder (the
"Securities Act") by the Securities and Exchange Commission (the "Commission"),
in connection with the registration, offering and sale under the Securities Act
of up to 230,000 shares of Trust Preferred Securities, Series C liquidation
preference $1,000.00 per share, by the Corporation's Delaware Business Trust,
Riggs Capital II with an aggregate initial offering price of up to $230,000,000
and the registration, offer and sale of up to $230,000,000 aggregate initial
offering price of the Corporation's Junior Subordinated Debentures, Series C
(together with the Trust Preferred Securities the "Securities") or the offer and
sale of such Securities pursuant to an exemption under Rule 144A or such other
exemption under the Securities Act, including without limitation thereof, the
full power and authority to sign my name as a director and/or officer of the
Corporation to a Registration Statement on Form S-3 (the "Registration
Statement") or such other form for the registration of the Securities as the
Commission may require or said attorney-in-fact deem necessary or advisable
regarding such Securities and to any amendment (including, without limitation,
post-effective amendments) or supplements or a related registration statement to
said Registration Statement or statements, to the prospectus or prospectuses or
to the offering circular in the event the Securities are not registered with the
Commission, and I hereby ratify and confirm all that said attorney-in-fact
agents shall do or cause to be done, including any and all acts and things and
any and all other instruments, documents or agreements, including but not
limited to the Prospectus, the Indenture, the Trust Agreement, the Guarantee,
the Expense Agreement, the Underwriting Agreement and any other letter,
contract, document or agreement relating hereto which said attorneys-in-fact may
deem necessary or advisable to enable the Corporation to accomplish and complete
the transactions contemplated in the resolution approved by the board of
directors of the Corporation and to withdraw any such filings or transactions if
said attorney-in-fact deems such withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of March,
1997.
/s/ Jack Valenti
----------------------------------------
Jack Valenti
<PAGE>
RIGGS NATIONAL CORPORATION
POWER OF ATTORNEY
___________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and/or officer of Riggs National Corporation, a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint each of Timothy C.
Coughlin, Frederick L. Bollerer, John L. Davis and Linda A. Madrid,
individually, as my true and lawful attorney-in-fact and agent to do any and all
acts and to execute any and all instruments which said attorney-in-fact may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any regulations promulgated thereunder (the
"Securities Act") by the Securities and Exchange Commission (the "Commission"),
in connection with the registration, offering and sale under the Securities Act
of up to 230,000 shares of Trust Preferred Securities, Series C liquidation
preference $1,000.00 per share, by the Corporation's Delaware Business Trust,
Riggs Capital II with an aggregate initial offering price of up to $230,000,000
and the registration, offer and sale of up to $230,000,000 aggregate initial
offering price of the Corporation's Junior Subordinated Debentures, Series C
(together with the Trust Preferred Securities the "Securities") or the offer and
sale of such Securities pursuant to an exemption under Rule 144A or such other
exemption under the Securities Act, including without limitation thereof, the
full power and authority to sign my name as a director and/or officer of the
Corporation to a Registration Statement on Form S-3 (the "Registration
Statement") or such other form for the registration of the Securities as the
Commission may require or said attorney-in-fact deem necessary or advisable
regarding such Securities and to any amendment (including, without limitation,
post-effective amendments) or supplements or a related registration statement to
said Registration Statement or statements, to the prospectus or prospectuses or
to the offering circular in the event the Securities are not registered with the
Commission, and I hereby ratify and confirm all that said attorney-in-fact
agents shall do or cause to be done, including any and all acts and things and
any and all other instruments, documents or agreements, including but not
limited to the Prospectus, the Indenture, the Trust Agreement, the Guarantee,
the Expense Agreement, the Underwriting Agreement and any other letter,
contract, document or agreement relating hereto which said attorneys-in-fact may
deem necessary or advisable to enable the Corporation to accomplish and complete
the transactions contemplated in the resolution approved by the board of
directors of the Corporation and to withdraw any such filings or transactions if
said attorney-in-fact deems such withdrawal appropriate.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
1997.
/s/ Eddie N. Williams
----------------------------------------
Eddie N. Williams
<PAGE>
Exhibit 25(a)
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) [_]
----------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
----------------------
RIGGS NATIONAL CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 52-1217953
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1503 Pennsylvania Avenue, N.W.
Washington, D.C. 20005
(Address of principal executive offices) (Zip code)
----------------------
Junior Subordinated Deferrable Interest Debentures
(Title of the indenture securities)
================================================================================
<PAGE>
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.
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y.
12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-
29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
229.10 (d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
-2-
<PAGE>
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-
44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-3-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 28th day of April, 1997.
THE BANK OF NEW YORK
By: /s/VIVIAN GEORGES
--------------------------
Name: VIVIAN GEORGES
Title: ASSISTANT VICE PRESIDENT
-4-
<PAGE>
-------------------------------------------------------- EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the
close of business September 30, 1996, published in
accordance with a call made by the Federal
Reserve Bank of this District pursuant to the provi-
ions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Thousands
<S> <C>
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin..................... $ 4,404,522
Interest-bearing balances............. 732,833
Securities:
Held-to-maturity securities........... 789,964
Available-for-sale securities......... 2,005,509
Federal funds sold in domestic offices
of the bank:
Federal funds sold...................... 3,364,838
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................28,728,602
LESS: Allowance for loan and
lease losses ..............584,525
LESS: Allocated transfer risk
reserve........................429
Loans and leases, net of unearned
income, allowance, and reserve 28,143,648
Assets held in trading accounts......... 1,004,242
Premises and fixed assets (including
capitalized leases)................... 605,668
Other real estate owned................. 41,238
Investments in unconsolidated
subsidiaries and associated
companies............................. 205,031
Customers' liability to this bank on
acceptances outstanding............... 949,154
Intangible assets....................... 490,524
Other assets............................ 1,305,839
-----------
Total assets............................ $44,043,010
===========
LIABILITIES
Deposits:
In domestic offices................... $20,441,318
Noninterest-bearing .......8,158,472
Interest-bearing .........12,282,846
In foreign offices, Edge and
Agreement subsidiaries, and IBFs...... 11,710,903
Noninterest-bearing ..........46,182
Interest-bearing .........11,664,721
Federal funds purchased in
domestic offices of the
bank:
Federal funds purchased............... 1,565,288
Demand notes issued to the U.S.
Treasury.............................. 293,186
Trading liabilities..................... 826,856
Other borrowed money:
With original maturity of one year
or less............................. 2,103,443
With original maturity of more than
one year............................ 20,766
Bank's liability on acceptances exe-
cuted and outstanding................. 951,116
Subordinated notes and debentures....... 1,020,400
Other liabilities....................... 1,522,884
-----------
Total liabilities....................... 40,456,160
-----------
EQUITY CAPITAL
Common stock............................ 942,284
Surplus................................. 525,666
Undivided profits and capital
reserves.............................. 2,129,376
Net unrealized holding gains
(losses) on available-for-sale
securities............................ ( 2,073)
Cumulative foreign currency transla-
tion adjustments...................... ( 8,403)
-----------
Total equity capital.................... 3,586,850
-----------
Total liabilities and equity
capital ........................... $44,043,010
===========
</TABLE>
I, Robert E. Keilman, Senior Vice President and
Comptroller of the above-named bank do hereby declare
that this Report of Condition has been prepared in
conformance with the instructions issued by the Board
of Governors of the Federal Reserve System and is true
to the best of my knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the
correctness of this Report of Condition and declare that
it has been examined by us and to the best of our knowledge
and belief has been prepared in conformance with the
instructions issued by the Board of Governors of the
Federal Reserve System and is true and correct.
J. Carter Bacot
Thomas A. Renyi Directors
Alan R. Griffith
--------------------------------------------------------
<PAGE>
Exhibit 25 (b)
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) |__|
----------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
----------------------
RIGGS CAPITAL II
(Exact name of obligor as specified in its charter)
Delaware 52-1217953
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
c/o Riggs National Corporation
1503 Pennsylvania Avenue, N.W.
Washington, D.C. 20005
(Address of principal executive offices) (Zip code)
______________________
Series C Preferred Securities
(Title of the indenture securities)
================================================================================
<PAGE>
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.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
<S> <C>
Superintendent of Banks of the State 2 Rector Street, New York,
of New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule
7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
-2-
<PAGE>
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-
44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-3-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 28th day of April, 1997.
THE BANK OF NEW YORK
By: /s/ VIVIAN GEORGES
---------------------------
Name: VIVIAN GEORGES
Title: ASSISTANT VICE PRESIDENT
-4-
<PAGE>
Exhibit 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
1996, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Thousands
<S> <C>
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin..................... $ 4,404,522
Interest-bearing balances............. 732,833
Securities:
Held-to-maturity securities........... 789,964
Available-for-sale securities......... 2,005,509
Federal funds sold in domestic offices
of the bank:
Federal funds sold...................... 3,364,838
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................28,728,602
LESS: Allowance for loan and
lease losses ..............584,525
LESS: Allocated transfer risk
reserve........................429
Loans and leases, net of unearned
income, allowance, and reserve 28,143,648
Assets held in trading accounts......... 1,004,242
Premises and fixed assets (including
capitalized leases)................... 605,668
Other real estate owned................. 41,238
Investments in unconsolidated
subsidiaries and associated
companies............................. 205,031
Customers' liability to this bank on
acceptances outstanding............... 949,154
Intangible assets....................... 490,524
Other assets............................ 1,305,839
-----------
Total assets............................ $44,043,010
===========
LIABILITIES
Deposits:
In domestic offices................... $20,441,318
Noninterest-bearing .......8,158,472
Interest-bearing .........12,282,846
In foreign offices, Edge and
Agreement subsidiaries, and IBFs...... 11,710,903
Noninterest-bearing ..........46,182
Interest-bearing .........11,664,721
Federal funds purchased in
domestic offices of the
bank:
Federal funds purchased............... 1,565,288
Demand notes issued to the U.S.
Treasury.............................. 293,186
Trading liabilities..................... 826,856
Other borrowed money:
With original maturity of one year
or less............................. 2,103,443
With original maturity of more than
one year............................ 20,766
Bank's liability on acceptances exe-
cuted and outstanding................. 951,116
Subordinated notes and debentures....... 1,020,400
Other liabilities....................... 1,522,884
-----------
Total liabilities....................... 40,456,160
-----------
EQUITY CAPITAL
Common stock............................ 942,284
Surplus................................. 525,666
Undivided profits and capital
reserves.............................. 2,129,376
Net unrealized holding gains
(losses) on available-for-sale
securities............................ ( 2,073)
Cumulative foreign currency transla-
tion adjustments...................... ( 8,403)
-----------
Total equity capital.................... 3,586,850
-----------
Total liabilities and equity
capital .............................. $44,043,010
===========
</TABLE>
I, Robert E. Keilman, Senior Vice President and Comptroller of the above-
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
J. Carter Bacot
Thomas A. Renyi Directors
Alan R. Griffith
- --------------------------------------------------------------------------------
<PAGE>
Exhibit 25(c)
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) |__|
----------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
----------------------
RIGGS NATIONAL CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 52-1217953
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1503 Pennsylvania Avenue, N.W.
Washington, D.C. 20005
(Address of principal executive offices) (Zip code)
----------------------
Guarantee of Series C Preferred Securities of
Riggs Capital II
(Title of the indenture securities)
================================================================================
<PAGE>
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.
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y.
12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-
29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
-2-
<PAGE>
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-
44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-3-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 28th day of April, 1997.
THE BANK OF NEW YORK
By: /S/VIVIAN GEORGES
-------------------------
Name: VIVIAN GEORGES
Title: ASSISTANT VICE PRESIDENT
-4-
<PAGE>
- --------------------------------------------------------------------------------
Consolidated Report of Condition of Exhibit 7
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
1996, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Thousands
<S> <C>
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin..................... $ 4,404,522
Interest-bearing balances............. 732,833
Securities:
Held-to-maturity securities........... 789,964
Available-for-sale securities......... 2,005,509
Federal funds sold in domestic offices
of the bank:
Federal funds sold...................... 3,364,838
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................28,728,602
LESS: Allowance for loan and
lease losses ..............584,525
LESS: Allocated transfer risk
reserve........................429
Loans and leases, net of unearned
income, allowance, and reserve 28,143,648
Assets held in trading accounts......... 1,004,242
Premises and fixed assets (including
capitalized leases)................... 605,668
Other real estate owned................. 41,238
Investments in unconsolidated
subsidiaries and associated
companies............................. 205,031
Customers' liability to this bank on
acceptances outstanding............... 949,154
Intangible assets....................... 490,524
Other assets............................ 1,305,839
-----------
Total assets............................ $44,043,010
===========
LIABILITIES
Deposits:
In domestic offices................... $20,441,318
Noninterest-bearing .......8,158,472
Interest-bearing .........12,282,846
In foreign offices, Edge and
Agreement subsidiaries, and IBFs...... 11,710,903
Noninterest-bearing ..........46,182
Interest-bearing .........11,664,721
Federal funds purchased in
domestic offices of the
bank:
Federal funds purchased............... 1,565,288
Demand notes issued to the U.S.
Treasury.............................. 293,186
Trading liabilities..................... 826,856
Other borrowed money:
With original maturity of one year
or less............................. 2,103,443
With original maturity of more than
one year............................ 20,766
Bank's liability on acceptances exe-
cuted and outstanding................. 951,116
Subordinated notes and debentures....... 1,020,400
Other liabilities....................... 1,522,884
-----------
Total liabilities....................... 40,456,160
-----------
EQUITY CAPITAL
Common stock............................ 942,284
Surplus................................. 525,666
Undivided profits and capital
reserves.............................. 2,129,376
Net unrealized holding gains
(losses) on available-for-sale
securities............................ ( 2,073)
Cumulative foreign currency transla-
tion adjustments...................... ( 8,403)
-----------
Total equity capital.................... 3,586,850
-----------
Total liabilities and equity
capital .............................. $44,043,010
===========
</TABLE>
I, Robert E. Keilman, Senior Vice President and Comptroller of the above-
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
J. Carter Bacot
Thomas A. Renyi Directors
Alan R. Griffith
- --------------------------------------------------------------------------------
