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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 15, 1999
ALLFIRST FINANCIAL INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
1-7273 52-0981378
(Commission File Number) (I.R.S. Employer Identification No.)
25 S. Charles Street
Baltimore, Maryland 21201
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(410) 244-4000
First Maryland Bancorp
(Former name or former address, if changed since last report)
______________________________
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Item 5. Other Events
On September 15, 1999, First Maryland Bancorp ("First Maryland") was merged
into Allfirst Financial Inc., a Delaware corporation ("Allfirst Financial"),
with Allfirst Financial as the surviving corporation (the "Merger"). The two
purposes of the Merger were to change the state of incorporation of First
Maryland from Maryland to Delaware and, as previously announced, to change the
name of First Maryland to "Allfirst Financial Inc." First Maryland formed
Allfirst Financial solely for the purpose of effecting the Merger. The Merger
was structured as an "F" reorganization under Section 368 of the Internal
Revenue Code of 1986, as amended, and Allfirst Financial did not engage in any
activities or business or issue any capital stock or other securities prior to
the Merger.
The capital structure, stockholders, assets and business of Allfirst
Financial are identical to those of First Maryland. Allied Irish Banks, p.l.c.,
continues to own all of the outstanding common stock, and control 99% of the
voting power of the outstanding capital stock, of Allfirst Financial. The 90,000
outstanding shares of 4.50% Redeemable Preferred Stock of First Maryland were
converted into 90,000 shares of an identical preferred stock of Allfirst
Financial. Allfirst Bank, the principal subsidiary, and all other direct and
indirect subsidiaries of First Maryland, are now direct and indirect
subsidiaries of Allfirst Financial. The individuals who served as directors,
officers and employees of First Maryland at the time of the Merger now hold the
same offices and positions with, and perform the same functions for, Allfirst
Financial.
Allfirst Financial succeeded to all of the assets, properties, rights,
privileges, powers and franchises, and became responsible for all of the debts,
liabilities and obligations, of First Maryland existing on the effective date of
the Merger without limitation or restriction, including First Maryland's
liabilities under the 8.375% Subordinated Notes due May 15, 2002, the 7.20%
Subordinated Notes due July 1, 2007, the 6.875% Subordinated Notes due June 1,
2009, the Floating Rate Junior Subordinated Debentures due 2027, the Floating
Rate Junior Subordinated Debentures due 2027, Series B, and the Floating Rate
Junior Subordinated Debentures due July 15, 2029, Series A.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2.1 Agreement of Merger, dated as of September 13, 1999, between First
Maryland and Allfirst Financial*
3.1 Restated Certificate of Incorporation of Allfirst Financial*
3.2 Bylaws of Allfirst Financial*
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4.1 Supplemental Indenture No.1, dated as of September 15, 1999, between
Bankers Trust Company and Allfirst Financial, to the Indenture, dated
as of May 15, 1992, between Bankers Trust Company and First Maryland*
4.2 Supplemental Indenture No.1, dated as of September 15, 1999, between
The Bank of New York and Allfirst Financial, to the Indenture, dated
as of December 30, 1996, between The Bank of New York and First
Maryland*
4.3 Supplemental Indenture No.1, dated as of September 15, 1999, between
The Bank of New York and Allfirst Financial, to the Indenture, dated
as of February 4, 1997, between The Bank of New York and First
Maryland*
__________
*filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: October 1, 1999 ALLFIRST FINANCIAL INC.
By: /s/ ROBERT L. CARPENTER, JR.
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Robert L. Carpenter, Jr.
Senior Vice President
and Controller
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EXHIBIT INDEX
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Exhibit Description Page
- ------- ----------- ----
2.1 Agreement of Merger, dated as of September 13, 1999, between First
Maryland and Allfirst Financial*
3.1 Restated Certificate of Incorporation of Allfirst Financial*
3.2 Bylaws of Allfirst Financial*
4.1 Supplemental Indenture No.1, dated as of September 15, 1999, between
Bankers Trust Company and Allfirst Financial, to the Indenture, dated
as of May 15, 1992, between Bankers Trust Company and First Maryland*
4.2 Supplemental Indenture No.1, dated as of September 15, 1999, between
The Bank of New York and Allfirst Financial, to the Indenture, dated
as of December 30, 1996, between The Bank of New York and First
Maryland*
4.3 Supplemental Indenture No.1, dated as of September 15, 1999, between
The Bank of New York and Allfirst Financial, to the Indenture, dated
as of February 4, 1997, between The Bank of New York and First
Maryland*
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EXHIBIT 2.1
AGREEMENT OF MERGER
BETWEEN
FIRST MARYLAND BANCORP
AND
ALLFIRST FINANCIAL INC.
NOW, THEREFORE, in consideration of the mutual agreements set forth herein,
and for other good and valuable consideration the validity and sufficiency of
which are hereby acknowledged, First Maryland Bancorp and Allfirst Financial
Inc. agree as follows:
FIRST: First Maryland Bancorp and Allfirst Financial Inc. shall merge (the
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"Merger") in the manner hereinafter set forth. Allfirst Financial Inc.
("Surviving Corporation") will survive the Merger as a Delaware corporation.
The sole purpose of the Merger is to allow First Maryland Bancorp to change the
state of its incorporation from Maryland to Delaware.
SECOND: The parties shall prepare and file with the Secretary of State of
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Delaware a certificate of merger, as permitted by Section 252 of the General
Corporation Law of the State of Delaware. The parties shall also prepare and
file with the State Department of Assessments and Taxation of Maryland articles
of merger, as required under the Maryland General Corporation Law.
THIRD: The principal office of Surviving Corporation shall be located at 25
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S. Charles Street, Baltimore City, Maryland 21201.
FOURTH: The certificate of incorporation of Surviving Corporation in effect
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immediately prior to the Merger will be the certificate of incorporation of
Surviving Corporation, and such certificate of incorporation will not be amended
as a result of the Merger.
FIFTH: (a)(i) The total number of shares of all classes of capital stock
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which Surviving Corporation is authorized to issue ("Surviving Corporation
Capital Stock") is 1,300,000 shares, divided into the following classes:
1,200,000 shares of common stock, without par value; 90,000 shares of 4.50%
Redeemable Preferred Stock, par value $5.00 per share; and 10,000 shares of
Preferred Stock, par value $1.00 per share.
(ii) The total number of shares of all classes of stock which Merging
Corporation is authorized to issue (collectively, "Merging Corporation Capital
Stock") is 1.209 billion shares, divided into the following classes:
1,200,000,000 shares of common stock, par value $1/7 per share ("Merging
Corporation
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Common Stock"); 90,000 shares of 4.50% Redeemable Preferred Stock,
par value $5.00 per share (the "4.50% Preferred Stock"); and 9,000,000 shares of
Preferred Stock, Series A, par value $5.00 per share ("Series A Preferred").
(b) The manner and basis of converting or exchanging issued stock of the
merging corporations and the treatment of any issued stock of the merging
corporations not to be converted or exchanged are as follows:
(i) Each share of Surviving Corporation Capital Stock, if any, which
is issued and outstanding at the effective time of the Merger (the "Effective
Time") shall remain issued and outstanding and shall be unaffected by the
Merger.
(ii) Each share of Merging Corporation Common Stock outstanding
immediately prior to the Effective Time shall be converted into the right to
receive 1/1000 of a share of the common stock of Surviving Corporation.
(iii) Each share of 4.50% Preferred Stock outstanding immediately
prior to the Effective Time shall be converted into the right to receive one
share of the 4.50% Redeemable Preferred Stock, par value $5.00 per share, of
Surviving Corporation.
(iv) Each share of Series A Preferred outstanding immediately prior to
the Effective Time shall be cancelled without consideration.
(c) All shares of Merging Corporation Common Stock that are owned by
Merging Corporation as treasury stock and all shares of Merging Corporation
Common Stock owned by Surviving Corporation or any of its affiliates immediately
prior to the Effective Time, other than any such shares held directly or
indirectly in trust accounts, managed accounts and similar accounts or otherwise
held in a fiduciary or custodial capacity that are beneficially owned by third
parties, and other than any shares of Merging Corporation Common Stock held by
Surviving Corporation or its affiliates in respect of debt previously
contracted, shall be cancelled and shall cease to exist and no consideration
shall be delivered in exchange therefor.
(d) After the Effective Time, each holder of a certificate for theretofore
outstanding shares of Merging Corporation Capital Stock, upon surrender to
Surviving Corporation of such certificate, shall be entitled to receive in
exchange therefor the shares of capital stock of Surviving Corporation into
which such Merging Corporation Capital Stock is converted, as provided in this
Article FIFTH. Until so surrendered, each outstanding certificate which, prior
to the Effective Time represented
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Merging Corporation Capital Stock will be deemed to evidence the right to
receive such shares of capital stock of Surviving Corporation. After the
Effective Time, there shall be no further registration or transfer on the
records of Merging Corporation Capital Stock. No interest shall accrue or be
payable on the shares of capital stock of Surviving Corporation to be delivered
in exchange for shares of Merging Corporation Capital Stock, regardless of when
any such amount is actually received by a holder of Merging Corporation Capital
Stock.
SIXTH: Surviving Corporation and Merging Corporation agree to take all
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such actions and do all such things as are necessary or advisable in order to
effect the Merger.
(signatures appear on next page)
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IN WITNESS WHEREOF, this Agreement of Merger has been duly executed by the
parties on September 13, 1999.
FIRST MARYLAND BANCORP
By: /s/ BRIAN L. KING
----------------------------
Brian L. King
Executive Vice President
ALLFIRST FINANCIAL INC.
By: /s/ JEROME W. EVANS
----------------------------
Jerome W. Evans
Executive Vice President
The undersigned, being the duly appointed and acting Assistant Secretary of
Allfirst Financial Inc., a Delaware corporation (the "Corporation"), hereby
certifies that this Agreement of Merger has been duly adopted by the Board of
Directors of the Corporation pursuant to Section 251(f) of the General
Corporation Law of the State of Delaware and that as of the date of this
certificate, no shares of capital stock of the Corporation have been issued or
are outstanding.
Date: September 13, 1999 /s/ GREGORY K. THORESON
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Gregory K. Thoreson
Assistant Secretary
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EXHIBIT 3.1
CERTIFICATE OF RESTATEMENT
OF
CERTIFICATE OF INCORPORATION
OF
ALLFIRST FINANCIAL INC.
1. The original certificate of incorporation of Allfirst Financial Inc., a
Delaware corporation (the "Corporation"), was filed with the Secretary of State
on August 12, 1999. The Corporation, pursuant to Section 245 of the General
Corporation Law of the State of Delaware, hereby amends and restates its
original certificate of incorporation in its entirety as follows:
"FIRST: The name of the corporation (the "Corporation") is:
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Allfirst Financial Inc.
SECOND: The address of the Corporation's registered office in the State of
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Delaware is 1209 Orange Street, City of Wilmington, County of New Castle,
Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
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activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of stock of all classes which the
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Corporation has authority to issue is 1,300,000 shares of capital stock, divided
into the following classes: 1,200,000 shares of common stock, without par value
("Common Stock"); 90,000 shares of 4.50% Redeemable Preferred Stock, par value
$5.00 per share (the "4.50% Preferred Stock"); and 10,000 shares of Preferred
Stock, par value $1.00 per share (the "Preferred Stock").
(a) Common Stock. The following is a description of the preferences,
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conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption of the Common
Stock of the Corporation.
(i) Each share of Common Stock shall have one thousand (1,000) votes
and, except as otherwise expressly provided in respect of any class of preferred
stock of the Corporation, the
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exclusive voting power for all purposes shall be vested in the holders of the
Common Stock.
(ii) Subject to the provisions of law and any preferences of any class
of preferred stock of the Corporation, dividends may be paid on the Common Stock
at such time and in such amounts as the Board of Directors may deem advisable.
(b) 4.50% Preferred Stock. The following is a description of the
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preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption of the 4.50% Preferred Stock.
(i) Dividends. The holders of record of shares of 4.50% Preferred
---------
Stock shall be entitled to receive, when and as declared by the Board of
Directors out of funds legally available therefor, an initial cumulative
quarterly dividend which shall payable from and cumulative from and including
June 30, 1999, to and including September 29, 1999 (the "Initial Dividend
Period") and for each Dividend Period (as defined below) thereafter, quarterly
cumulative dividends, at the quarterly rate of $1.125 per share ($4.50 per
annum), calculated on the basis of a 360-day year of 12, 30-day months, accruing
on a daily basis, payable in arrears on December 31, March 31, June 30 and
September 30 (a "Dividend Payment Date"), in each year, commencing on September
30, 1999. The interval beginning on the most recent Dividend Payment Date and
ending on the day immediately prior to the next succeeding Dividend Payment Date
is referred to as the "Dividend Period." Dividends will be payable to the
holders of record on the 15th day (whether or not a business day in Baltimore,
Maryland) preceding the related Dividend Payment Date.
(ii) Rank, etc. (A) The 4.50% Preferred Stock shall rank on a parity,
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as to dividends and upon liquidation, with any other shares of the Preferred
Stock, if and when such Preferred Stock (or any other class or series of
preferred stock by its terms ranking on a parity with the 4.50% Preferred Stock
as to dividends and upon liquidation) is duly classified and so designated by
the Board of Directors (any such other Preferred Stock, "Parity Stock").
(B) So long as any shares of 4.50% Preferred Stock are
outstanding, the Corporation will not declare or pay any dividend on the Common
Stock of the Corporation or on any other class of stock ranking junior to the
4.50% Preferred Stock as to dividends and upon liquidation (the Common Stock and
any such junior class being referred to as the "Junior Stock") (other
2
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than in shares of Junior Stock or rights to purchase or acquire Junior Stock)
and neither the Company nor any of its subsidiaries will purchase or make any
payment on account of, or set apart money for, a sinking or other analogous fund
for the purchase, redemption or other retirement of, any Junior Stock or make
any distribution in respect thereof, in each case either directly or indirectly
and whether in cash or property or in obligations or shares of the Corporation,
unless and until such time as dividends on all outstanding shares of 4.50%
Preferred Stock have been declared and paid (or declared and a sum sufficient
for the payment thereof is set apart for such payment) for three consecutive
Dividend Periods (including the then-current Dividend Period) or, in the event
there have been fewer than three full Dividend Periods, for each Dividend Period
since the date of original issuance of the 4.50% Preferred Stock.
(C) So long as any shares of 4.50% Preferred Stock are
outstanding, the Corporation will not purchase or redeem any shares of 4.50%
Preferred Stock or Parity Stock (except by conversion into or exchange for
Junior Stock) unless and until such time as dividends on all outstanding shares
of 4.50% Preferred Stock have been declared and paid (or declared and a sum
sufficient for the payment thereof is set apart for such payment) for three
consecutive Dividend Periods (including the then-current Dividend Period) or, in
the event there have been fewer than three full Dividend Periods, for each
Dividend Period since the date of original issuance of the 4.50% Preferred
Stock, or unless all 4.50% Preferred Stock and Parity Stock then outstanding is
so purchased or redeemed; provided, however, that this provision shall not be
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deemed to prohibit the purchase or acquisition of 4.50% Preferred Stock or
Parity Stock pursuant to a purchase or exchange offer or offers made on
equivalent terms to all holders of the 4.50% Preferred Stock and any other class
or series of Parity Stock. For purposes hereof, the term "equivalent terms"
shall mean the same percentage of the per-share liquidation value, which
percentage may be lesser than, equal to, or greater than 100%; and liquidation
value may, but shall not be required to, include dividends (whether or not
declared) in the case of cumulative issues and declared but unpaid dividends in
the case of noncumulative issues.
(D) So long as any shares of 4.50% Preferred Stock are
outstanding and dividends on such shares of 4.50% Preferred Stock have not been
paid in full for three consecutive Dividend Periods (including the then-current
Dividend Period), no dividends shall be declared or paid by the Corporation upon
Parity Stock for such current Dividend Period; provided, that a
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3
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dividend may be declared and paid with respect to all 4.50% Preferred Stock and
Parity Stock then outstanding if the amounts of any dividends declared per share
on the 4.50% Preferred Stock and the Parity Stock will in all cases bear to each
other the same ratio that accrued dividends per share on the 4.50% Preferred
Stock and such Parity Stock bear to each other (without accumulation of any
unpaid dividends for any prior Dividend Period unless previously declared).
(iii) Liquidation. (A) Preference on Liquidation. In the event of
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any liquidation, dissolution or winding up of the affairs of the Corporation,
whether voluntary or involuntary, (any or all of such events, a "liquidation"),
the holders of shares of 4.50% Preferred Stock then outstanding shall be
entitled, pari passu as if members of a single class of securities with the
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holders of other Parity Stock, to be paid out of the assets of the Corporation,
before any payment shall be made to the holders of the Junior Stock, an amount
equal to $100 per share of such 4.50% Preferred Stock (the "Liquidation Value")
plus an amount equal to any cumulative dividends (whether or not earned or
declared) accrued and unpaid thereon through the date of final distribution.
(B) Insufficient Assets. If, upon any liquidation of the
-------------------
Corporation, the assets of the Corporation are insufficient to pay the holders
of shares of the 4.50% Preferred Stock and the Parity Stock then outstanding the
full amounts to which they shall be entitled, such assets shall be distributed
to the holders of the 4.50% Preferred Stock and the Parity Stock pro rata in
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proportion to the amounts to which they shall be entitled.
(C) Rights of Other Holders. In the event of any liquidation,
-----------------------
after payment shall have been made to the holders of the 4.50% Preferred Stock
and all Parity Stock of all preferential amounts to which they shall be
entitled, the holders of shares of Junior Stock of the Corporation shall receive
such amounts as to which they are entitled by the terms thereof.
(D) Consolidation, Merger or Sale of Assets. Neither a
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consolidation or merger of the Corporation with or into any other Corporation,
nor a sale or transfer of all or substantially all of the Corporation's assets
for cash or securities nor a statutory share exchange in which stockholders of
the Corporation may participate shall be considered a liquidation, dissolution
or winding-up of the Corporation within the meaning of this clause (b)(iii) of
Article FOURTH.
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(iv) Redemption. (A) Optional Redemption. Subject to the provisions
---------- -------------------
of clause (ii)(b) of this Article FOURTH, the 4.50% Preferred Stock shall be
subject to redemption, at the option of the Corporation or the holders thereof,
but subject to the approval of the Board of Governors of the Federal Reserve
System and the Central Bank of Ireland, each to the extent applicable, in whole
or from time to time in part during the period (the "Redemption Period")
commencing July 1, 2002 and ending June 30, 2003 at a per share redemption price
equal to the Liquidation Value plus accrued and unpaid cumulative dividends
(whether or not declared) through the redemption date. In the event that during
all or any part of the Redemption Period the Corporation is restricted in whole
or in part from repurchasing the 4.50% Preferred Stock because of the operation
of clause (b)(ii) of this Article FOURTH, any provision of the charter of the
Corporation at the time in effect, any agreement to which the Corporation is a
party, or any other legal restriction, including court order, or for any other
reason fails to effect the redemption, the Redemption Period shall automatically
be extended beyond June 30, 2003 for a number of days equal to the number of
days during which such restrictions were in effect in whole or in part and until
such time as the redemption shall be completed.
(B) Notice of Redemption by Corporation. The Corporation shall
-----------------------------------
give each holder of 4.50% Preferred Stock written notice of each redemption at
the Corporation's option pursuant to clause (b)(iv)(A) of this Article FOURTH
not less than 30 days nor more than 60 days prior to any redemption date. Each
notice of redemption shall state: (i) the redemption date; (ii) the number of
shares of 4.50% Preferred Stock to be redeemed and, if fewer than all the shares
of 4.50% Preferred Stock held by the holder are to be redeemed, the number of
shares of 4.50% Preferred Stock to be redeemed from such holder; (iii) the
redemption price; (iv) the place or places where certificates for the shares of
4.50% Preferred Stock are to be surrendered for payment of the redemption price;
and (v) that dividends on the shares of 4.50% Preferred Stock to be redeemed
will cease to accrue on the redemption date. Notice of redemption having been
given as aforesaid, the number of shares to be redeemed as specified in such
notice shall be so redeemed on the redemption date specified.
(C) Notice of Redemption by Holders. Any holder wishing to
-------------------------------
exercise its right of redemption shall give the Corporation written notice of
each redemption at the Holder's option pursuant to clause (b)(iv)(A) of this
Article FOURTH not
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less than 30 days nor more than 60 days prior to any redemption date. Each
notice of redemption shall state: (i) the redemption date, (ii) the number of
shares of 4.50% Preferred Stock to be redeemed and, if fewer than all the shares
of 4.50% Preferred Stock held by the holder are to be redeemed, the number of
shares of 4.50% Preferred Stock to be redeemed from such holder; and (iii) that
on or prior to the redemption date the holder will tender to the Corporation the
shares to be redeemed, duly endorsed for transfer or with stock powers attached;
and shall be deemed to constitute the holder's agreement that dividends on the
shares of 4.50% Preferred Stock to be redeemed will cease to accrue on the
redemption date. Notice of redemption having been given as aforesaid and subject
to the holder's compliance with the requirements of this clause (b)(iv)(C), the
number of shares to be redeemed as specified in such notice shall be so redeemed
on the redemption date specified.
(D) Effect of Redemption. On or after the date established for
--------------------
redemption, all rights in respect of the shares of 4.50% Preferred Stock to be
redeemed, except the right to receive the applicable redemption price, plus
declared but unpaid dividends, if any, to the date of redemption, shall (unless
default shall be made by the Corporation in the payment of the applicable
redemption price, plus declared but unpaid dividends, if any, in which event
such rights shall be exercisable until such default is cured) cease and
terminate, and such share shall no longer be deemed to be outstanding,
notwithstanding that any certificates representing such shares shall not have
been surrendered to the Corporation. Any shares of 4.50% Preferred Stock which
have been so redeemed shall have the status of authorized but unissued shares of
Preferred Stock, without designation, preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications, or
terms or conditions of redemption, until such shares are once more classified or
reclassified by the Board of Directors.
(v) Voting Rights. The holders of the 4.50% Preferred Stock shall
-------------
have only the voting rights specified in this clause (b)(v) and such other
voting rights, if any, as may be specified under the Delaware General
Corporation law. For purposes of this clause (b)(v) and in any case where the
holders of the 4.50% Preferred Stock are entitled to vote upon any matter
together with holders of Parity Stock or any other class of stock as a single
class, with the exception of matters to be voted on together with the holders of
the Common Stock, holders of 4.50% Preferred Stock shall have one vote per
share.
6
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(A) Voting Rights with holders of Common Stock. As to any matter
------------------------------------------
with respect to which the holders of the Common Stock shall have voting rights
under the General Corporation Law of the State of Delaware or the certificate of
incorporation of the Corporation (including without limitation election of
directors, charter amendments, mergers, consolidations, share exchanges, asset
transfers, and the like, and dissolution of the Corporation), the 4.50%
Preferred Stock and the Common Stock shall vote together as a single class on
any such matter. For these purposes, each share of 4.50% Preferred Stock shall
be entitled to one vote per share.
(B) Voting Rights in Other Circumstances. The Corporation shall
------------------------------------
not, without the affirmative consent or approval of the holders of shares
representing at least 66-2/3% of the voting power of the 4.50% Preferred Stock
(such consent or approval to be given by written consent in lieu of a meeting or
by vote at a meeting), take any action to cause any amendment, alteration or
repeal of any of the provisions of the certificate of incorporation of the
Corporation that would materially adversely affect the rights of holders of
4.50% Preferred Stock. Without prejudice to the generality of the foregoing, any
amendment, alteration or repeal of any of the provisions of the certificate of
incorporation that purports to: (i) reduce the redemption price or otherwise
alter or abolish any right with respect to redemption of the shares of 4.50%
Preferred Stock provided for herein; (ii) alter or abolish any right such shares
of 4.50% Preferred Stock may have to receive dividends when, as and if declared
by the Board of Directors out of funds legally available therefor; or (iii)
exclude or limit any voting rights of such shares of 4.50% Preferred Stock
provided for herein shall be deemed to be a material amendment, alteration or
repeal requiring the consent of the holders of 4.50% Preferred Stock.
(c) Preferred Stock. The Preferred Stock shall have such terms,
---------------
preferences, rights and qualifications as the Board of Directors may from time
to time determine in the exercise of its powers under this Section (c) of
Article FOURTH. The Board of Directors is expressly vested with the authority
------
to create one or more series of stock within any authorized but unissued shares
of Preferred Stock from time to time, to determine the rights, powers,
preferences, designations, qualifications, restrictions and other terms and
conditions of any such series, and to cause such series to be issued for such
consideration as the Board of Director determines, all in accordance with the
certificate of incorporation and the General Corporation Law of the State of
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Delaware. The creation and designations of any such series of stock shall be set
forth in a resolution or resolutions adopted by the Board of Directors. Without
limiting the foregoing provisions of this clause (c), the Board of Directors is
authorized to determine and fix: (i) the distinctive designation of such series
and the number of shares to constitute such series; (ii) the rate at which
dividends on the shares of such series shall be declared and paid, or set aside
for payment, whether dividends at the rate so determined shall be cumulative or
noncumulative, and whether the shares of such series shall be entitled to any
participating or other dividends in addition to dividends at the rate so
determined, and if so, on what terms; (iii) the right or obligation, if any, of
the Corporation to redeem shares of such series and, if redeemable, the price,
terms and manner of such redemption; (iv) the special and relative rights and
preferences, if any, and the amount or amounts per share, which the shares of
such series shall be entitled to receive upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation; (v) the terms and
conditions, if any, upon which shares of such series shall be convertible into,
or exchangeable for, shares of capital stock of any other class or series of the
Corporation, including the price or prices or the rate or rates of conversion or
exchange and the terms of adjustment, if any; (vi) the obligation, if any, of
the corporation to retire, redeem or purchase shares of such series pursuant to
a sinking fund or fund of a similar nature or otherwise, and the terms and
conditions of such obligation; (vii) voting rights, if any, with respect to
shares of such series; (viii) limitations, if any, on the issuance of additional
shares of such series or on any shares of any other class or series of capital
stock; and (ix) such other preferences, powers, qualifications, special or
relative rights and privileges thereof as the Board of Directors, acting in
accordance with this certificate of incorporation, may deem advisable and are
not inconsistent with law and the provisions of this certificate of
incorporation.
FIFTH: The number of directors of the Corporation shall be fixed by, or in
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the manner provided in, the bylaws of the Corporation. Elections of directors
need not be by written ballot unless the bylaws of the Corporation shall so
provide.
SIXTH: The Corporation reserves the right at any time, and from time to
-----
time, to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted, in the manner
now
8
<PAGE>
or hereafter prescribed by law; and all rights, preferences and privileges of
whatever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in this
article.
SEVENTH: The Corporation shall have perpetual existence.
-------
EIGHTH: (a) Limitation of Liability. To the fullest extent permitted by
------ -----------------------
the General Corporation Law of the State of Delaware as the same exists or as
may hereafter be amended, a director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.
(b) Indemnification. The Corporation shall, to the fullest extent
---------------
permitted by the General Corporation Law of the State of Delaware (including,
without limitation, Section 145 thereof), as the same may be amended and
supplemented, indemnify each director and officer of the Corporation from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section. The indemnification provided for herein shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any bylaws, agreement, vote of stockholders, vote of
disinterested directors or otherwise, and shall continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of the heirs,
executors and administrators of such persons, and the Corporation may purchase
and maintain insurance on behalf of any director or officer to the extent
permitted by the General Corporation Law of the State of Delaware.
(c) Amendments. Neither any amendment nor repeal of this Article EIGHTH,
----------
nor the adoption of any provision of the Corporation's Certificate of
Incorporation inconsistent with this Article EIGHTH, shall eliminate or reduce
the effect of this Article EIGHTH, in respect of any matter occurring, or any
action or proceeding accruing or arising or that, but for this Article EIGHTH,
would accrue or arise, prior to such amendment, repeal, or adoption of an
inconsistent provision.
NINTH: Holders of stock of any class or series of this corporation shall
-----
not be entitled to cumulate their votes for the election of directors or any
other matter submitted to a vote of the stockholders.
9
<PAGE>
TENTH: In furtherance and not in limitation of the powers conferred by
-----
statute, the Board of Directors is expressly authorized to make, alter, amend or
repeal the bylaws of the corporation.
ELEVENTH: Meetings of stockholders may be held within or without the State
--------
of Delaware, as the bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside of the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the bylaws of the Corporation."
10
<PAGE>
2. As of the date set forth below, the Corporation has not yet received
any payment for any of its stock. Accordingly, this Certificate of Restatement
was duly adopted by the Board of Directors of the Corporation under Section 241
of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, this Certificate of Restatement has been duly executed
and attested by the undersigned duly authorized officers of the Corporation on
September 10, 1999.
ATTEST: ALLFIRST FINANCIAL INC.
/s/ GREGORY K. THORESON By: /s/ JEROME W. EVANS
- ----------------------- --------------------------
Gregory K. Thoreson Jerome W. Evans
Assistant Secretary Executive Vice President
11
<PAGE>
Adopted: August 13, 1999
EXHIBIT 3.2
BYLAWS
OF
ALLFIRST FINANCIAL INC.
ARTICLE I: OFFICES
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1.1 Registered Office. The registered office of the Corporation shall be
-----------------
located in the City and State designated in the Certificate of Incorporation.
1.2 Offices Outside of Delaware. Except as otherwise required by the laws
---------------------------
of the State of Delaware, the Corporation may have an office or offices and keep
its books, documents and papers outside of the State of Delaware at such place
or places as from time to time may be determined by the Board of Directors or
the President.
ARTICLE II: STOCKHOLDERS
------------
2.1 Annual Meeting. The annual meeting of the stockholders of the
--------------
Corporation shall be held on the third Tuesday of April in each year, at 10:00
a.m., Eastern time, or on such date, at such time and at such place within or
without the State of Delaware as may be designated by the Board of Directors,
for the purpose of electing Directors and for the transaction of such other
business as may be properly brought before the meeting.
2.2 Special Meetings. Except as otherwise provided in the Certificate of
----------------
Incorporation, a special meeting of the stockholders of the Corporation may be
called at any time by the Board of Directors, the chief executive officer or the
President. Any special meeting of the stockholders shall be held on such date,
at such time and at such place within or without the State of Delaware as the
Board of Directors or the officer calling the meeting may designate. At a
special meeting of the stockholders, no business shall be transacted and no
corporate action shall be taken other than that stated in the notice of the
meeting unless all of the stockholders are present in person or by proxy, in
which case any and all business may be transacted at the meeting even though the
meeting is held without notice.
2.3 Notice of Meetings. Except as otherwise provided in these bylaws or
------------------
by law, a written notice of each meeting of the stockholders shall be given not
less than ten nor more than 60
<PAGE>
days before the date of the meeting to each stockholder of the Corporation
entitled to vote at such meeting at his or her address as it appears on the
records of the Corporation. The notice shall state 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.
2.4 Quorum. At any meeting of the stockholders, the holders of shares of
------
stock of the Corporation representing a majority in number of the total number
of votes entitled to be cast by all outstanding shares of stock of the
Corporation entitled to vote at such meeting, present in person or represented
by proxy, shall constitute a quorum of the stockholders for all purposes, unless
the representation of a larger number of shares shall be required by law, by the
Certificate of Incorporation or by these Bylaws, in which case the
representation of the number of shares so required shall constitute a quorum;
provided that at any meeting of the stockholders at which the holders of any
class of stock of the Corporation shall be entitled to vote separately as a
class, the holders of a majority in number of the total outstanding shares of
such class, present in person or represented by proxy, shall constitute a quorum
for purposes of such class vote unless the representation of a larger number of
shares of such class shall be required by law, by the Certificate of
Incorporation or by these Bylaws.
2.5 Adjourned Meetings. Whether or not a quorum shall be present in
------------------
person or represented at any meeting of the stockholders, the holders of a
majority in number of the shares of stock of the Corporation present in person
or represented by proxy and entitled to vote at such meeting may adjourn from
time to time; provided, however, that if the holders of any class of stock of
the Corporation are entitled to vote separately as a class upon any matter at
such meeting, any adjournment of the meeting in respect of action by such class
upon such matter shall be determined by the holders of a majority of the shares
of such class present in person or represented by proxy and entitled to vote at
such meeting. When a meeting is adjourned to another time or place, notice need
not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the stockholders, or the holder of any class of stock entitled to vote
separately as a class, as the case may be, may transact any business which might
have been transacted by them at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the
2
<PAGE>
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting.
2.6 List of Shareholders. It shall be the duty of the Secretary to prepare
--------------------
and make, at least ten days before every meeting of stockholders, a complete
list of stockholders entitled to vote at such 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, 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, for the ten days next preceding the meeting, to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, and shall be produced and kept at the time and
place of the meeting during the whole time thereof and subject to the inspection
of any stockholder who may be present.
2.7 Voting. Except as otherwise provided by law, each stockholder shall
------
be entitled to the number of votes for each share of the capital stock of the
Corporation registered in the name of such stockholder on the books of the
Corporation as is set forth in the Certificate of Incorporation. Each
stockholder entitled to vote at a meeting of stockholders or to express consent
to corporate action in writing without a meeting may authorize another person or
persons to act for him or her 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. When directed by the presiding officer or upon the demand of any
stockholder, the vote upon any matter before a meeting of stockholders shall be
by ballot. Except as otherwise provided by law or by the Certificate of
Incorporation, directors shall be elected by a plurality of the votes cast at a
meeting of stockholders by the stockholders entitled to vote in the election
and, whenever any corporate action, other than the election of directors is to
be taken, it shall be authorized by a majority of the votes cast at a meeting of
stockholders by the stockholders entitled to vote thereon. Shares of the
capital stock of the Corporation belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes.
3
<PAGE>
2.8 Inspectors. When required by law or directed by the presiding
----------
officer, but not otherwise, the polls shall be opened and closed, the proxies
and ballots shall be received and taken in charge, and all questions touching
the qualification of voters, the validity of proxies and the acceptance or
rejection of votes shall be decided at any meeting of the stockholders by two or
more inspectors who may be appointed by the Board of Directors before the
meeting, or if not so appointed, shall be appointed by the presiding officer at
the meeting. If any person so appointed fails to appear or act, the vacancy may
be filled by appointment in like manner.
2.9 Consent of Stockholders in Lieu of Meeting. Unless otherwise provided
------------------------------------------
in the Certificate of Incorporation, any action required to be taken or which
may be taken at any annual or special meeting of the stockholders of the
Corporation, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of any such corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
ARTICLE III: BOARD OF DIRECTORS
------------------
3.1 Number and Tenure. The powers of the Corporation shall be exercised
-----------------
by or under the authority of, and the business and affairs of the Corporation
shall be managed under the direction of, the Board of Directors. The Board of
Directors of the Corporation shall consist of at least three and not more than
thirty directors, the exact number to be set from time to time by resolution of
the Board of Directors. The initial Board of Directors shall consist of three
directors. Each director shall hold office until the expiration of the term for
which he or she was selected and until the director's successor has been
selected and qualified or until the director's earlier death, resignation or
removal. Except as provided in the Certificate of Incorporation, newly created
directorships resulting from any increase in the number of directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled by the affirmative vote
of a majority of the remaining directors then in office, even though less than a
quorum of the Board of Directors. Any director elected in accordance with the
preceding sentence
4
<PAGE>
shall hold office for the remainder of the full term of the director whom he
replaces and until such Director's successor shall have been elected and
qualified or until his earlier death, resignation or removal. A decrease in the
number of directors shall not have the effect of shortening the term of any
incumbent director.
3.2 Qualifications. Directors need not be residents of the State of
--------------
Delaware or stockholders of the Corporation. No person shall be eligible to
stand for election as a director after attaining 70 years of age.
3.3 Removal, Vacancies and Additional Directors. Except as otherwise
-------------------------------------------
provided in the Certificate of Incorporation, the stockholders may, at any
special meeting the notice of which shall state that it is called for that
purpose, remove, with or without cause, any director and fill the vacancy;
provided, that whenever any director shall have been elected by the holders of
- --------
any class of stock of the Corporation voting separately as a class under the
provisions of the Certificate of Incorporation, such director may be removed
without cause and the vacancy filled only by the holders of that class of stock
voting separately as a class. Except as otherwise provided in the Certificate
of Incorporation, vacancies caused by any such removal and not filled by the
stockholders at the meeting at which such removal shall have been made may be
filled by the affirmative vote of a majority of the directors then in office,
although less than a quorum, and any Director so elected to fill any such
vacancy or newly created directorship shall hold office until his or her
successor is elected and qualified or until his or her earlier resignation or
removal. When one or more directors shall resign effective at a future date, a
majority of the directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective, and each
Director so chosen shall hold office as herein provided in connection with the
filling of other vacancies.
3.4 Place of Meeting; Notice. The Board of Directors may hold its
------------------------
meetings in such place or places in the State of Delaware or outside the State
of Delaware as the Board from time to time shall determine. Except as provided
in Section 3.5, the Secretary shall give notice to each director of each regular
and special meeting of the Board of Directors. The notice shall state the time
and place of the meeting. Notice is given to a director when it is delivered
personally to him, left at his residence or usual place of business, or sent by
telegraph or telephone, at
5
<PAGE>
least 24 hours before the time of the meeting or, in the alternative by mail to
his address as it shall appear on the records of the Corporation, at least 72
hours before the time of the meeting. Unless these bylaws or a resolution of the
Board of Directors provides otherwise, the notice need not state the business to
be transacted at or the purposes of any regular or special meeting of the Board
of Directors. No notice of any meeting of the Board of Directors need be given
to any director who attends, or to any director who, in writing executed and
filed with the records of the meeting either before or after the holding
thereof, waives such notice. Any meeting of the Board of Directors, regular or
special, may adjourn from time to time to reconvene at the same or some other
place, and no notice need be given of any such adjourned meeting other than by
announcement.
3.5 Regular Meetings. After each meeting of stockholders at which a Board
----------------
of Directors shall have been elected, the Board of Directors so elected shall
meet as soon as practicable for the purpose of organization and the transaction
of other business; and in the event that no other time is designated by the
stockholders, the Board of Directors shall meet one-half hour after the time for
such stockholders' meeting or immediately following the close of such meeting,
whichever is later, on the day of such meeting. Such first regular meeting
shall be held at any place as may be designated by the Board of Directors for
such first regular meeting, or in default of such designation at the place of
the holding of the immediately preceding meeting of stockholders. No notice of
such first meeting shall be necessary if held as provided in this Section 3.5.
Any other regular meeting of the Board of Directors shall be held on such date
and at any place as may be designated from time to time by the Board of
Directors..
3.6 Special Meetings. Special meetings of the Board of Directors shall be
----------------
held whenever called by direction of the chief executive officer, the President
or by a majority of directors then in office. Notice of each special meeting
shall be given as provided in Section 3.4. Unless otherwise indicated in the
notice thereof, any and all business other than an amendment of these bylaws may
be transacted at any special meeting, and an amendment of these bylaws may be
acted upon if the notice of the meeting shall have stated that the amendment of
these Bylaws is one of the purposes of the meeting. At any meeting at which
every Director shall be present, even though without any notice, any business
may be transacted, including the amendment of these Bylaws.
6
<PAGE>
3.7 Quorum. A majority of the members of the Board of directors in office
------
(but, unless the Board shall consist solely of one Director, in no case less
than one-third of the total number of Directors nor less than two directors)
shall constitute a quorum for the transaction of business and the vote of the
majority of the directors present at any meeting of the Board of Directors at
which a quorum is present shall be the act of the Board of Directors. If at any
meeting of the Board there is less than a quorum present, a majority of those
present may adjourn the meeting from time to time.
3.8 Conference Telephone Meetings. Unless otherwise restricted by the
-----------------------------
Certificate of Incorporation or by these Bylaws, the members of the Board of
Directors or any committee designated by the Board, may participate in a meeting
of the Board or such committee, as the case may be, 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 shall
constitute presence in person at such meeting.
3.9 Consent of Directors or Committee in Lieu of Meeting. Unless
----------------------------------------------------
otherwise restricted by the Certificate of Incorporation or by these Bylaws, any
action required or permitted to be taken at any meeting of the Board Directors,
or of any committee thereof, may be taken without a meeting if all members of
the Board or committee, as the case may be, consent thereto in writing and the
writing or writings are filed with the minutes of proceedings of the Board or
committee, as the case may be.
ARTICLE IV: COMMITTEES
----------
4.1 Committees. The Board of Directors may appoint from among its members
----------
an Executive Committee, an Audit Committee, a Management and Compensation
Committee and such other committees, composed of one or more directors and may
delegate to these committees any of the powers of the Board of Directors,
subject to any limitations imposed by the Certificate of Incorporation and by
applicable law.
4.2 Executive Committee. The Executive Committee shall be composed of not
-------------------
less than six directors, as the Board of Directors shall deem proper, of which
the Chairman of the Board and the President shall be members. The members of
the Executive Committee shall serve at the pleasure of the Board of Directors.
In the absence or disqualification of any member of the Executive Committee, the
member of members present at any meeting and not
7
<PAGE>
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place any such absent or disqualified member. The
Executive Committee shall have and may exercise all of the powers of the Board
of Directors during intervals between meetings thereof, except functions
reserved to the Board under Section 4.1 hereof.
Regular meetings of the Executive Committee shall be held, without notice,
at the main office of the Corporation on the schedule established by the Board
at the first regular meeting following the annual meeting of stockholders, or on
such other schedule or at such other place as the Board may from time to time
designate. Special meetings of the Executive Committee may be held at any time
and place upon call of the Chairman of the Board or the President or any two
other members of the Committee, and upon such notice as the Committee may
prescribe.
4.3 Audit Committee. The Audit Committee shall be composed of at least
---------------
three directors, none of whom may be an officer of the Corporation. The Audit
Committee at least once during each calendar year shall make an examination into
the affairs of the Corporation, or cause suitable examinations to be made by
auditors responsible only to the Board of Directors, and report the result of
such examination in writing to the Board at the next regular meeting thereafter.
Such report shall state whether the Corporation is in sound condition and
whether adequate internal controls and procedures are being maintained, and
shall recommend to the Board such changes in the manner of conducting the
affairs of the Corporation as shall be deemed advisable.
4.4 Management and Compensation Committee. The Management and
-------------------------------------
Compensation Committee shall be composed of at least three directors, none of
whom may be an officer of the Corporation. The Management and Compensation
Committee shall advise the chief executive officer on major policy decisions,
review and recommend appropriate compensation for executive officers, be
responsible for nominating the individuals to serve on the Board of Directors
and assume such other duties as may be assigned by the Board of Directors from
time to time.
4.5 Committee Procedure. Each committee may fix rules of procedure for
-------------------
its business. A majority of the members of a committee shall constitute a quorum
for the transaction of business and the act of a majority of those present at a
meeting at which a quorum is present shall be the act of the committee. The
members of a committee present at any meeting, whether or not
8
<PAGE>
they constitute a quorum, may appoint a director to act in the place of an
absent member. Any action required or permitted to be taken at a meeting of a
committee may be taken without a meeting, if an unanimous written consent which
sets forth the action is signed by each member of the committee and filed with
the minutes of the committee. The members of a committee may conduct any meeting
thereof by conference telephone in accordance with the provisions of Section
3.8.
4.6 Emergency. In the event of a state of disaster of sufficient severity
---------
to prevent the conduct and management of the affairs and business of the
Corporation by its directors and officers as contemplated by the Certificate of
Incorporation and the bylaws, any two or more available members of the then
incumbent Executive Committee shall constitute a quorum of that Committee for
the full conduct and management of the affairs and business of the Corporation
in accordance with the provisions of Section 3.1. In the event of the
unavailability, at such time, of a minimum of two members of the then incumbent
Executive Committee, the available directors shall elect an Executive Committee
consisting of any three members of the Board of Directors, whether or not they
be officers of the Corporation, which three members shall constitute the
Executive Committee for the full conduct and management of the affairs of the
Corporation in accordance with the provisions of this Section. This Section
shall be subject to implementation by resolution of the Board of Directors
passed from time to time for that purpose, and any provisions of the bylaws
(other than this Section) and any resolutions which are contrary to the
provisions of this Section or to the provisions of any such implementing
resolutions shall be suspended until it shall be determined by any interim
Executive Committee acting under this Section that it shall be to the advantage
of the Corporation to resume the conduct and management of its affairs and
business under all the other provisions of the bylaws.
ARTICLE V: OFFICERS
--------
5.1 Executive and Other Officers. The Corporation shall have a President
----------------------------
and one or more Executive Vice-Presidents who shall be the executive officers of
the Corporation. It may have a Chairman of the Board and a Vice Chairman of the
Board. The Chairman of the Board and the Vice Chairman of the Board shall be
executive officers if they are designated as the executive officers by the Board
of Directors. The Board of Directors may designate who shall serve as the chief
executive officer, having general supervision of the business and affairs of the
9
<PAGE>
Corporation, or as chief operating officer, having supervision of the operations
of the Corporation; in the absence of designation, the President shall serve as
chief executive officer and chief operating officer. It shall also have a
Secretary and a Treasurer and may also have a Comptroller and such Vice
Presidents, assistant officers, and subordinate officers as may be established
by the Board of Directors. A person may hold more than one office in the
Corporation but may not serve concurrently as both President and Vice-President
or as President and Secretary of the Corporation. The Chairman of the Board and
the President shall be directors; the other officers may be directors.
5.2 Chairman of the Board. The Chairman of the Board, if one be elected,
---------------------
shall preside at all meetings of the Board of Directors and of the stockholders
at which he shall be present; and, in general, he shall perform all duties as
are from time to time assigned to him by the Board of Directors.
5.3 Chairman of the Executive Committee. The Chairman of the Executive
-----------------------------------
Committee, if one be elected, shall preside at all meetings of the Executive
Committee at which he shall be present; and, in general, he shall perform all
duties as are from time to time assigned to him by the Board of Directors.
5.4 President. The President (who shall be a director), in the absence of
---------
the Chairman of the Board, shall preside at all meetings of the Board of
Directors and of the stockholders at which he shall be present; he may sign and
execute, in the name of the Corporation, all authorized deeds, mortgages, bonds,
contracts, or other instruments, except in cases in which the signing and
execution thereof shall have been expressly delegated to some other officer or
agent of the Corporation; and, in general, he shall perform all duties usually
performed by a president of a corporation and such other duties as are from time
to time assigned to him by the Board of Directors or the chief executive officer
of the Corporation.
5.5 Vice Presidents. The Vice President or Vice Presidents, at the
---------------
request of the chief executive officer or the President or in the President's
absence or during his inability to act, shall perform the duties and exercise
the functions of the President, and when so acting shall have the powers of the
President. If there be more than one Vice President, the Board of Directors may
determine which one or more of the Vice Presidents shall perform any of such
duties or exercise any of such functions, or if such determination is not made
by the Board of Directors, the chief executive officer or the President may make
10
<PAGE>
such determination; otherwise any of the Vice Presidents may perform any of such
duties or exercise any of such functions. The Vice President or Vice Presidents
shall have such other powers and perform such other duties, and have such
additional descriptive designations in their titles (if any), as may be assigned
by the Board of Directors, the chief executive officer, or the President.
5.6 Secretary. The Secretary shall keep the minutes of the meetings of
---------
the stockholders, of the Board of Directors and of any committees, in books
provided for the purpose; he shall see that notices are duly given in accordance
with the provisions of the bylaws or as required by law; he shall be custodian
of the records of the Corporation; he may witness all documents on behalf of the
Corporation, the execution of which is duly authorized, see that the corporate
seal is affixed where such document is required to be under its seal, and, when
so affixed, may attest the same; and, in general, he shall perform all duties
incident to the office of a secretary of a corporation, and such other duties as
may from time to time to be assigned to him by the Board of Directors, the chief
executive officer, or the President.
5.7 Comptroller. The Comptroller shall be responsible for the general
-----------
accounting, costs, budgeting, and forecasting of operations, establishment of
accounting systems and procedures, reporting to supervisory authorities and
management on the Corporation's condition and operating results, control of
expenditures, establishment of standards and measurement of the performance of
systems, procedures and employees; and, in general, he shall perform all the
duties incident to the office of a comptroller of a corporation, and such other
duties as may be assigned to him by the Board of Directors, the chief executive
officer, or the President.
5.8 Treasurer. The Treasurer shall have charge of and be responsible for
---------
all funds, securities, receipts and disbursements of the Corporation, and shall
deposit, or cause to be deposited, in the name of the Corporation, all moneys or
other valuable effects in such banks, trust companies or other depositories as
shall, from time to time, be selected by the Board of Directors; he shall render
to the chief executive officer, to the President and to the Board of Directors,
whenever requested, an account of the financial condition of the Corporation;
and, in general, he shall perform all the duties incident to the office of a
treasurer of a corporation, and such other duties as may from time to time be
assigned to him by the Board of Directors, the chief executive officer, or the
President.
11
<PAGE>
5.9 Assistant and Subordinate Officers. The assistant and subordinate
----------------------------------
officers of the Corporation are all officers below the office of Vice-President,
Secretary, Comptroller, or Treasurer. The assistant or subordinate officers
shall have such duties as are from time to time assigned to them by the Board of
Directors, the chief executive officer, or the President, or the officer in
charge of the department of the Corporation to which the assistant or
subordinate officer is assigned.
5.10 Election, Appointment, Tenure and Removal of Officers. The Board of
-----------------------------------------------------
Directors shall elect the officers. The Board of Directors may from time to
time authorize any committee or officer to appoint assistant and subordinate
officers. The Chairman of the Board and the President serve for one year. All
other officers shall be elected or appointed to hold their offices,
respectively, during the pleasure of the Board. The Board of Directors (or, as
to any assistant or subordinate officer, any committee or officer authorized by
the Board) may remove an officer at any time. The removal of an officer does
not prejudice any of his contract rights. The Board of Directors (or, as to any
assistant or subordinate officer, any committee or officer authorized by the
Board) may fill a vacancy which occurs in any office for the unexpired portion
of the term.
5.11 Compensation. The Board of Directors shall have power to fix the
------------
salaries and other compensation and remuneration, of whatever kind, of all
officers of the Corporation. It may authorize any committee or officer of the
Corporation to fix the salaries, compensation and remuneration.
12
<PAGE>
ARTICLE VI: INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
6.1 Nature of Indemnity. The Corporation shall indemnify any person who
-------------------
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he or she is or was or has agreed
to become a director or officer of the Corporation, or is or was serving or has
agreed to serve at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise, or
by reason of any action alleged to have been taken or omitted in such capacity,
and may indemnify any person who was or is a party or is threatened to be made a
party to such an action, suit or proceeding by reason of the fact that he or she
is or was or has agreed to become an employee or agent of the Corporation, or is
or was serving or has agreed to serve at the request of the Corporation as an
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
or on his or her behalf in connection with such action, suit or proceeding and
any appeal therefrom, if the person acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful; except that in the
case of an action or suit by or in the right of the Corporation to procure a
judgment in its favor (1) such indemnification shall be limited to expenses
(including attorneys' fees) actually and reasonably incurred by such person in
the defense or settlement of such action or suit, and (2) no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Corporation unless and only to the
extent that the Delaware Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Delaware
Court of Chancery or such other court shall deem proper. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or
13
<PAGE>
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.
6.2 Successful Defense. To the extent that a director or officer of the
------------------
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 6.1 or in defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith.
6.3 Determination that Indemnification is Proper. Any indemnification of
--------------------------------------------
a director or officer of the Corporation under Section 6.1 (unless ordered by a
court) shall be made by the Corporation unless a determination is made that
indemnification of the Director or officer is not proper in the circumstances
because he or she has not met the applicable standard of conduct set forth in
Section 6.1. Any indemnification of an employee or agent of the Corporation
under Section 6.1 (unless ordered by a court) may be made by the Corporation
upon a determination that indemnification of the employee or agent is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in Section 6.1. Any such determination shall be made: (a) by a
majority vote of the directors who were not parties to such action, suit or
proceeding, even though less than a quorum; or (b) by a committee of the
directors described in clause (a), designated by majority vote of such
directors, even though less than a quorum; or (c) if there are no directors
described in clause (a), or if such directors so direct, by independent legal
counsel in a written opinion; or (d) by the stockholders.
6.4 Advance Payment of Expenses. The Corporation shall pay the expenses
---------------------------
incurred by a director or officer in defending a civil or criminal action, suit
or proceeding in advance of the final disposition of such action, suit or
proceeding upon receipt by the Corporation of an undertaking by or on behalf of
the director or officer to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the Corporation
as authorized in this Article VI. Such expenses incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the Board of
Directors deems appropriate. The Board of Directors may authorize the
Corporation's legal counsel to represent such director, officer, employee or
agent in any action, suit or proceeding, whether or not the Corporation is a
party to such action, suit or proceeding.
14
<PAGE>
6.5 Survival; Preservation of Other Rights. The foregoing indemnification
--------------------------------------
provisions shall be deemed to be a contract between the Corporation and each
director, officer, employee and agent who serves in any such capacity at any
time while these provisions as well as the relevant provisions of the Delaware
General Corporation Law are in effect and any repeal or modification thereof
shall not affect any right or obligation then existing with respect to any state
of facts then or previously existing or any action, suit, or proceeding
previously or thereafter brought or threatened based in whole or in part upon
any such state of facts. Such a contract right may not be modified
retroactively without the consent of such Director, officer, employee or agent.
The indemnification provided by this Article VI shall not be deemed exclusive of
any other rights to which a person indemnified may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person. The Corporation may enter
into an agreement with any of its directors, officers, employees or agents
providing for indemnification and advancement of expenses, including attorneys
fees, that may change, enhance, qualify or limit any right to indemnification or
advancement of expenses created by this Article VI.
6.6 Severability. If this Article VI or any portion hereof shall be
------------
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director or officer and may
indemnify each employee or agent of the Corporation as to costs, charges and
expenses (including attorneys' fees), judgment, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article VI that shall not have been invalidated and to the
fullest extent permitted by applicable law.
6.7 Subrogation. In the event of payment of indemnification to a person
-----------
described in Section 6.1, the Corporation shall be subrogated to the extent of
such payment to any right of recovery such person may have and such person, as a
condition of receiving indemnification from the Corporation,
15
<PAGE>
shall execute all documents and do all things that the Corporation may deem
necessary or desirable to perfect such right of recovery, including the
execution of such documents necessary to enable the Corporation effectively to
enforce any such recovery.
6.8 No Duplication of Payments. The Corporation shall not be liable under
--------------------------
this Article VI to make any payment in connection with any claim made against a
person described in Section 6.1 to the extent such person has otherwise received
payment (under any insurance policy, bylaw or otherwise) of the amounts
otherwise payable as indemnity hereunder.
ARTICLE VII: STOCK-SEAL-FISCAL YEAR
----------------------
7.1 Certificates For Shares of Stock. The certificates for shares of
--------------------------------
stock of the Corporation shall be in such form, not inconsistent with the
Certificate of Incorporation, as shall be approved by the Board of Directors.
All certificates shall be signed by the Chairman of the Board, the President or
a Vice President and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer, and shall not be valid unless so signed. In case any
officer or officers who shall have signed any such certificate or certificates
shall cease to be such officer or officers of the Corporation, whether because
of death, resignation or otherwise, before such certificate or certificates
shall have been delivered by the Corporation, such certificate or certificates
may nevertheless be issued and delivered as though the person or persons who
signed such certificate or certificates had not ceased to be such officer or
officers of the Corporation. All certificates for shares of stock shall be
consecutively numbered as the same are issued. The name of the person owning the
shares represented thereby with the number of such shares and the date of issue
thereof shall be entered on the books of the Corporation. Except as hereinafter
provided, all certificates surrendered to the Corporation for transfer shall be
cancelled, and no new certificates shall be issued until former certificates for
the same number of shares have been surrendered and cancelled.
7.2 Lost, Stolen or Destroyed Certificates. Whenever a person owning a
--------------------------------------
certificate for shares of stock of the Corporation alleges that it has been
lost, stolen or destroyed, he or she shall file in the office of the Corporation
an affidavit setting forth, to the best of his or her knowledge and belief, the
time, place and circumstances of the loss, theft or destruction, and, if
required by the Board of Directors, a bond
16
<PAGE>
of indemnity or other indemnification sufficient in the opinion of the Board of
Directors to indemnify the Corporation and its agents against any claim that may
be made against it or them on account of the alleged loss, theft or destruction
of any such certificate or the issuance of a new certificate in replacement
therefor. Thereupon the Corporation may cause to be issued to such person a new
certificate in replacement for the certificate alleged to have been lost, stolen
or destroyed. Upon the stub of every new certificate so issued shall be noted
the fact of such issue and the number, date and the name of the registered owner
of the lost, stolen or destroyed certificate in lieu of which the new
certificate is issued.
7.3 Transfer of Shares. Shares of stock of the Corporation shall be
------------------
transferred on the books of the Corporation by the holder thereof, in person or
by his or her attorney duly authorized in writing, upon surrender and
cancellation of certificates for the number of shares of stock to be
transferred, except as provided in Section 7.2.
7.4 Regulations. The Board of Directors shall have power and authority to
-----------
make such rules and regulations as it may deem expedient concerning the issue,
transfer and registration of certificates for shares of stock of the
Corporation.
7.6 Record Date. In order that the Corporation may determine the
-----------
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting or to receive payment of any dividend or other distribution or
allotment of any rights, or to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
as the case may be, the Board of Directors may fix, in advance, a record date,
which shall not be (i) more than 60 nor less than ten days before the date of
such meeting, or (ii) in the case of corporate action to be taken by consent in
writing without a meeting, prior to, or more than ten days after, the date upon
which the resolution fixing the record date is adopted by the Board of
Directors, or (iii) more than 60 days prior to any other action. If no record
date is fixed, the record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given or, if notice is waived,
at the close of business on the day next preceding the day on which the meeting
is held; the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no
17
<PAGE>
prior action by the Board of Directors is necessary, shall be the day on which
the first written consent is delivered to the Corporation; and the record date
for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto. 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.
7.6 Dividends. Subject to the provisions of the Certificate of
---------
Incorporation, the Board of Directors shall have power to declare and pay
dividends upon shares of stock of the Corporation, but only out of funds
available for the payment of dividends as provided by law. Subject to the
provisions of the Certificate of Incorporation, any dividends declared upon the
stock of the Corporation shall be payable on such date or dates as the Board of
Directors shall determine. If the date fixed for the payment of any dividend
shall in any year fall upon a legal holiday, then the dividend payable on such
date shall be paid on the next day not a legal holiday.
7.7 Corporate Seal. The Board of Directors shall provide a suitable seal,
--------------
containing the name of the Corporation, which seal shall be kept in the custody
of the Secretary. A duplicate of the seal may be kept and be used by any
officer of the Corporation designated by the Board of Directors or the
President.
7.8 Fiscal Year. The fiscal year of the Corporation shall be the twelve
-----------
calendar months ending on December 31 in each year, unless the Board of
Directors from time to time by resolution shall determine otherwise.
ARTICLE VIII: MISCELLANEOUS PROVISIONS
------------------------
8.1 Checks, Notes, Etc. All checks, drafts and orders for the payment of
-------------------
money, notes and other evidences of indebtedness, issued in the name of the
Corporation, shall, unless otherwise provided by resolution of the Board of
Directors, be signed by the chief executive officer, any Vice Chairman, the
President or a Vice President and countersigned by the Comptroller, an Assistant
Comptroller, the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary.
8.2 Voting Upon Shares in Other Corporations. Stock of other corporations
----------------------------------------
or associations, registered in the name of the
18
<PAGE>
Corporation, may be voted by the chief executive officer, any Vice Chairman, the
President, a Vice President, or a proxy appointed by either of them. The Board
of Directors, however, may by resolution appoint some other person to vote such
shares, in which case such person shall be entitled to vote such shares upon the
production of a certified copy of such resolution.
8.3 Contracts. Except as otherwise provided in these Bylaws or by law or
---------
as otherwise directed by the Board of Directors, the chief executive officer,
any Vice Chairman, the President or any Vice President shall be authorized to
execute and deliver, in the name and on behalf of the Corporation, all
agreements, bonds, contracts, deeds, mortgages, and other instruments, either
for the Corporation's own account or in a fiduciary or other capacity, and the
seal of the Corporation, if appropriate, shall be affixed thereto by any of such
officers or the Secretary or an Assistant Secretary. The Board of Directors,
the chief executive officer, any Vice Chairman, the President or any Vice
President designated by the Board of Directors may authorize any other officer,
employee or agent to execute and deliver, in the name and on behalf of the
Corporation, agreements, bonds, contracts, deeds, mortgages, and other
instruments, either for the Corporation's own account or in a fiduciary or other
capacity, and, if appropriate, to affix the seal of the Corporation thereto.
The grant of such authority by the Board or any such officer may be general or
confined to specific instances.
8.4 Waivers of Notice; Mailing. Whenever any notice whatever is required
--------------------------
to be given by law, by the Certificate of Incorporation or by these Bylaws to
any person or persons, a waiver thereof in writing, signed by the person or
persons entitled to the notice, whether before or after the time stated therein,
shall be deemed equivalent thereto. Any notice or other document which is
required by these Bylaws to be mailed shall be deposited in the United States
first class mail, postage prepaid.
ARTICLE IX: AMENDMENTS
----------
These Bylaws and any amendment thereof may be altered, amended or repealed,
or new Bylaws may be adopted, by the Board of Directors at any regular or
special meeting by the affirmative vote of a majority of all of the members of
the Board, provided in the case of any special meeting at which all of the
members of the Board are not present, that the notice of such meeting shall have
stated that the amendment of these Bylaws was one of the purposes of the
meeting; but these Bylaws and any amendment
19
<PAGE>
thereof may be altered, amended or repealed or new Bylaws may be adopted by the
holders of a majority of the total outstanding stock of the Corporation entitled
to vote at any annual meeting or at any special meeting, provided, in the case
of any special meeting, that notice of such proposed alteration, amendment,
repeal or adoption is included in the notice of the meeting.
___________________
Date: August 13, 1999 /s/ RALPH V. PARTLOW III
------------------------
Ralph V. Partlow III
Sole Incorporator
20
<PAGE>
EXHIBIT 4.1
SUPPLEMENTAL INDENTURE NO. 1
SUPPLEMENTAL INDENTURE NO. 1, dated as of September 15, 1999 (this "First
Supplemental Indenture"), by and between Allfirst Financial Inc., a Delaware
corporation (the "Company") and successor by merger to First Maryland Bancorp,
and Bankers Trust Company, a New York banking corporation, as trustee (the
"Trustee").
RECITALS
--------
1. The Trustee is the trustee under that certain Indenture, dated as of
May 15, 1992 (the "Indenture"), between Trustee and First Maryland Bancorp
("First Maryland"), as issuer from time to time of subordinated debt securities.
Under the Indenture, First Maryland issued $100,000,000 aggregate principal
amount of 8.375% Subordinated Notes due May 15, 2002, $200,000,000 aggregate
principal amount of 7.20% Subordinated Notes due July 1, 2007 and $100,000,000
aggregate principal amount of 6.875% Subordinated Notes due June 1, 2009
(collectively, the "Outstanding Notes").
2. On September 15, 1999, First Maryland, a Maryland corporation, merged
with and into the Company for the sole purpose of changing the state of
incorporation of First Maryland from the State of Maryland to the State of
Delaware.
3. Pursuant to Section 8.1 of the Indenture, the Company now wishes
expressly to assume all of First Maryland's obligations under the Indenture and
the Outstanding Notes.
NOW, THEREFORE, in consideration of the premises, the agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. Certain Definitions; Interpretation; Recitals. A capitalized term used
---------------------------------------------
in this First Supplemental Indenture (including the above Recitals) without
definition and defined in the Indenture shall have the meaning given it in the
Indenture. All references in the Indenture to "this Indenture" or words of
similar import, and the terms "hereby", "hereof", "hereunder", "herein" and any
similar terms, as used in the Indenture, shall be deemed to refer to the
Indenture as supplemented by this First Supplemental Indenture. The above
Recitals are an integral part of this First Supplemental Indenture.
2. Assumption. Pursuant to Section 8.1 of the Indenture, the Company
----------
hereby expressly assumes the due and punctual payment of the principal of,
premium, if any, and interest on all the Securities (which consist of the
Outstanding Notes), and the
<PAGE>
exercise of every right and power under and the performance of every covenant of
the Indenture on the part of First Maryland to be performed or observed, as
fully and completely as if the Company had originally executed and delivered the
Indenture to the Trustee and issued the Outstanding Notes.
3. Amendments. From and after the date of this First Supplemental
----------
Indenture, all references in the Indenture and in the Outstanding Notes to
"First Maryland Bancorp" or to "the Company" shall be references to Allfirst
Financial Inc., a Delaware corporation and the successor by merger to First
Maryland.
4. Representations, Warranties, Etc. The Company represents and warrants
--------------------------------
to and covenants with the Trustee as follows:
(a) The Company is a corporation duly formed, validly existing and in good
standing under the laws of the State of Delaware, with the power and authority
to own its assets and conduct its business as currently conducted, to enter into
this First Supplemental Indenture and to perform every covenant and obligation
to be performed by it under the Indenture and the Outstanding Notes.
(b) First Maryland has been duly and validly merged into the Company, and
the Company has succeeded to all of the rights, privileges, duties and
responsibilities of First Maryland, under the laws of the States of Maryland and
Delaware.
(c) The execution, delivery and performance of this First Supplemental
Indenture have been duly authorized by all necessary action on the part of the
Company, and this First Supplemental Indenture represents the valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms.
(d) No Event of Default, and no event which with notice or lapse of time
or both would constitute an event of Default, has happened and is continuing as
a result of the merger of First Maryland into the Company or otherwise.
5. Other Agreements. (a) Except as expressly supplemented or amended
----------------
hereby, all of the terms, provisions and conditions of the Indenture and the
Outstanding Notes are ratified and confirmed and shall remain in full force and
effect. This First Supplemental Indenture shall in no way operate as a novation,
release or discharge of any of the obligations the Company under, or of any of
the provisions of, the Indenture and the Outstanding Notes.
2
<PAGE>
(b) This Agreement does not, and shall not be deemed to, constitute a
waiver of any past, present or future defaults by the Company under the
Indenture or the Outstanding Notes, and the Trustee expressly reserves all
rights and remedies available to it under the Indenture, the Outstanding Notes
and under applicable law for the benefit of Holders from time to time.
(c) This First Supplemental Indenture shall be governed by and construed
in accordance with the laws of the State of New York.
(d) Provided that each party executes a copy hereof, this Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
but all of which when taken together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the date first written above.
ATTEST: ALLFIRST FINANCIAL INC.
/s/ GREGORY K. THORESON By: /s/ JEROME W. EVANS (SEAL)
- ----------------------- ------------------------
Gregory K. Thoreson Jerome W. Evans
Assistant Secretary Executive Vice President
BANKERS TRUST COMPANY
By: SUSAN JOHNSON (SEAL)
- ----------------------- ------------------------
Name: Name: Susan Johnson
Title: Title: Assistant Vice President
3
<PAGE>
STATE OF MARYLAND)
CITY OF BALTIMORE)
On September 14, 1999, before me personally appeared Jerome W. Evans, to me
known or satisfactorily proven, who, being by me duly sworn, did depose and say:
that he is an Executive Vice President of Allfirst Financial Inc., one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
____________________________________
Notary Public
State of Maryland
My Commission Expires: _____________.
STATE OF NEW YORK)
COUNTY OF NEWS YORK)
On September ___, 1999, before me personally appeared ________________, to
me known or satisfactorily proven, who, being by me duly sworn, did depose and
say: that he is a ___________ of Bankers Trust Company, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.
____________________________________
Notary Public
State of New York
My Commission Expires: _____________
4
<PAGE>
EXHIBIT 4.2
SUPPLEMENTAL INDENTURE NO. 1
(First Maryland Capital I)
SUPPLEMENTAL INDENTURE NO. 1, dated as of September 15, 1999 (this "First
Supplemental Indenture"), by and between Allfirst Financial Inc., a Delaware
corporation (the "Company") and successor by merger to First Maryland Bancorp,
and The Bank of New York (the "Trustee").
RECITALS
--------
1. The Trustee is the trustee under that certain Indenture, dated as of
December 30, 1996 (the "Indenture"), between the Trustee and First Maryland
Bancorp ("First Maryland"), Under the Indenture, First Maryland issued
$154,640,000 aggregate principal amount of Floating Rate Junior Subordinated
Debentures due 2027 (the "Outstanding Debt").
2. On September 15, 1999, First Maryland, a Maryland corporation, merged
with and into the Company for the sole purpose of changing the state of
incorporation of First Maryland from the State of Maryland to the State of
Delaware.
3. The Company now wishes, pursuant to Section 801 of the Indenture,
expressly to assume all of First Maryland's obligations under the Indenture and
the Outstanding Debt.
NOW, THEREFORE, in consideration of the premises, the agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. Certain Definitions; Interpretation; Recitals. A capitalized term
---------------------------------------------
used in this First Supplemental Indenture (including the above Recitals) without
definition and defined in the Indenture shall have the meaning given it in the
Indenture. All references in the Indenture to "this Indenture" or words of
similar import, and the terms "hereby", "hereof", "hereunder", "herein" and any
similar terms, as used in the Indenture, shall be deemed to refer to the
Indenture as supplemented by this First Supplemental Indenture. The above
Recitals are an integral part of this First Supplemental Indenture.
2. Assumption. Pursuant to Section 801 of the Indenture, the Company
----------
hereby expressly assumes the due and punctual payment of the principal of,
premium, if any, and interest (including any additional interest) on all the
Securities (which consist of the Outstanding Debt) and the performance of every
covenant of the Indenture on the part of First Maryland to be performed or
observed, as fully and completely as if the Company had originally
<PAGE>
executed and delivered the Indenture to the Trustee and had issued the
Outstanding Debt.
3. Amendments. From and after the date of this First Supplemental
----------
Indenture, all references in the Indenture and in the Outstanding Debt to "First
Maryland Bancorp" or to "the Company" shall be references to Allfirst Financial
Inc., a Delaware corporation and the successor by merger to First Maryland.
4. Representations, Warranties, Etc. The Company represents and warrants
--------------------------------
to and covenants with the Trustee as follows:
(a) The Company is a corporation duly formed, validly existing and in good
standing under the laws of the State of Delaware, with the power and authority
to own its assets and conduct its business as currently conducted, to enter into
this First Supplemental Indenture and to perform its obligations under the
Indenture and the Outstanding Debt.
(b) First Maryland has been duly and validly merged into the Company, and
the Company has succeeded to all of the rights, privileges, duties and
responsibilities of First Maryland, under the laws of the States of Maryland and
Delaware.
(c) The execution, delivery and performance of this First Supplemental
Indenture have been duly authorized by all necessary action on the part of the
Company, and this First Supplemental Indenture represents the valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms.
(d) No Event of Default, and no event which with notice or lapse of time
or both would constitute an event of Default, has happened and is continuing as
a result of the merger of First Maryland into the Company or otherwise.
5. Other Agreements. (a) Except as expressly supplemented or amended
----------------
hereby, all of the terms, provisions and conditions of the Indenture and the
Outstanding Debt are ratified and confirmed and shall remain in full force and
effect. This First Supplemental Indenture shall in no way operate as a novation,
release or discharge of any of the obligations the Company under, or of any of
the provisions of, the Indenture and the Outstanding Debt.
(b) This Agreement does not, and shall not be deemed to, constitute a
waiver of any past, present or future defaults by the Company under the
Indenture or the Outstanding Debt, and the Trustee expressly reserves all rights
and remedies available to it
2
<PAGE>
under the Indenture, the Outstanding Debt and under applicable law for the
benefit of Holders from time to time.
(c) This First Supplemental Indenture shall be governed by and construed
in accordance with the laws of the State of New York.
(d) Provided that each party executes a copy hereof, this Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
but all of which when taken together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed as of the date first written above.
ALLFIRST FINANCIAL INC.
By: /s/ JEROME W. EVANS
--------------------------
Jerome W. Evans
Executive Vice President
THE BANK OF NEW YORK
By: MARYBETH LEWICKI
--------------------------
Name: Marybeth Lewicki
Title: Vice President
3
<PAGE>
EXHIBIT 4.3
SUPPLEMENTAL INDENTURE NO. 1
(First Maryland Capital II)
SUPPLEMENTAL INDENTURE NO. 1, dated as of September 15, 1999 (this "First
Supplemental Indenture"), by and between Allfirst Financial Inc., a Delaware
corporation (the "Company") and successor by merger to First Maryland Bancorp,
and The Bank of New York (the "Trustee").
RECITALS
--------
1. The Trustee is the trustee under that certain Indenture, dated as of
February 4, 1997 (the "Indenture"), between the Trustee and First Maryland
Bancorp ("First Maryland"), Under the Indenture, First Maryland issued
$154,640,000 aggregate principal amount of Floating Rate Junior Subordinated
Debentures due 2027, Series B (the "Outstanding Debt").
2. On September 15, 1999, First Maryland, a Maryland corporation, merged
with and into the Company for the sole purpose of changing the state of
incorporation of First Maryland from the State of Maryland to the State of
Delaware.
3. The Company now wishes, pursuant to Section 801 of the Indenture,
expressly to assume all of First Maryland's obligations under the Indenture and
the Outstanding Debt.
NOW, THEREFORE, in consideration of the premises, the agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. Certain Definitions; Interpretation; Recitals. A capitalized term used
---------------------------------------------
in this First Supplemental Indenture (including the above Recitals) without
definition and defined in the Indenture shall have the meaning given it in the
Indenture. All references in the Indenture to "this Indenture" or words of
similar import, and the terms "hereby", "hereof", "hereunder", "herein" and any
similar terms, as used in the Indenture, shall be deemed to refer to the
Indenture as supplemented by this First Supplemental Indenture. The above
Recitals are an integral part of this First Supplemental Indenture.
2. Assumption. Pursuant to Section 801 of the Indenture, the Company
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hereby expressly assumes the due and punctual payment of the principal of,
premium, if any, and interest (including any additional interest) on all the
Securities (which consist of the Outstanding Debt) and the performance of every
covenant of the Indenture on the part of First Maryland to be performed or
observed, as fully and completely as if the Company had originally
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executed and delivered the Indenture to the Trustee and had issued the
Outstanding Debt.
3. Amendments. From and after the date of this First Supplemental
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Indenture, all references in the Indenture and in the Outstanding Debt to "First
Maryland Bancorp" or to "the Company" shall be references to Allfirst Financial
Inc., a Delaware corporation and the successor by merger to First Maryland.
4. Representations, Warranties, Etc. The Company represents and warrants
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to and covenants with the Trustee as follows:
(a) The Company is a corporation duly formed, validly existing and in good
standing under the laws of the State of Delaware, with the power and authority
to own its assets and conduct its business as currently conducted, to enter into
this First Supplemental Indenture and to perform its obligations under the
Indenture and the Outstanding Debt.
(b) First Maryland has been duly and validly merged into the Company, and
the Company has succeeded to all of the rights, privileges, duties and
responsibilities of First Maryland, under the laws of the States of Maryland and
Delaware.
(c) The execution, delivery and performance of this First Supplemental
Indenture have been duly authorized by all necessary action on the part of the
Company, and this First Supplemental Indenture represents the valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms.
(d) No Event of Default, and no event which with notice or lapse of time
or both would constitute an event of Default, has happened and is continuing as
a result of the merger of First Maryland into the Company or otherwise.
5. Other Agreements. (a) Except as expressly supplemented or amended
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hereby, all of the terms, provisions and conditions of the Indenture and the
Outstanding Debt are ratified and confirmed and shall remain in full force and
effect. This First Supplemental Indenture shall in no way operate as a novation,
release or discharge of any of the obligations the Company under, or of any of
the provisions of, the Indenture and the Outstanding Debt.
(b) This Agreement does not, and shall not be deemed to, constitute a
waiver of any past, present or future defaults by the Company under the
Indenture or the Outstanding Debt, and the Trustee expressly reserves all rights
and remedies available to it
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under the Indenture, the Outstanding Debt and under applicable law for the
benefit of Holders from time to time.
(c) This First Supplemental Indenture shall be governed by and construed
in accordance with the laws of the State of New York.
(d) Provided that each party executes a copy hereof, this Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
but all of which when taken together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed as of the date first written above.
ALLFIRST FINANCIAL INC.
By: /s/ JEROME W. EVANS
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Jerome W. Evans
Executive Vice President
THE BANK OF NEW YORK
By: MARYBETH LEWICKI
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Name: Marybeth Lewicki
Title: Vice President
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