SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
_______________
SHAWMUT NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 06-1212629
(State of Incorporation (I.R.S. Employer
or organization) Identification No.)
777 Main Street One Federal Street
Hartford, Connecticut 06115 Boston, Massachusetts 02211
(Addresses of principal executive offices)
Securities to be registered pursuant
to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
Depositary Shares, each New York Stock Exchange,
representing a one-tenth Inc.
interest in a share of the
registrant's __%
Cumulative Preferred
Stock, $250 stated value
per share.
_______________
Securities to be registered pursuant to Section 12(g) of
the Act:
NONE
Item 1. Description of Registrant's Securities to be
Registered.
The information required by this item is
contained on the cover page and under the caption
"DESCRIPTION OF PREFERRED STOCK" in the Prospectus, dated
February 8, 1994, relating generally to the ____%
Cumulative Preferred Stock of Shawmut National
Corporation (the "Registrant") and on the cover page and
under the captions "DESCRIPTION OF OFFERED DEPOSITARY
SHARES" and "DESCRIPTION OF OFFERED PREFERRED STOCK" in a
Prospectus Supplement, to be dated January __, 1995
supplementing the Prospectus and relating specifically to
the Registrant's Depositary Shares (the securities being
registered hereunder). Such Prospectus and accompanying
Prospectus Supplement will be filed by the Registrant
with the Securities and Exchange Commission pursuant to
Rule 424(b) under the Securities Act of 1933, as amended,
and such information is incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are filed herewith as a
party of this registration statement:
1. Form of Certificate representing shares of
the Registrant's Depositary Shares.
2. Form of Deposit Agreement to be entered
into between the Registrant and Chemical
Bank, as depositary.
3. Form of Certificate representing shares of
the Registrant's __% Cumulative Preferred
Stock.
4. Form of Certificate of Designation,
Preferences and Rights of the Registrant's
% Cumulative Preferred Stock.
SIGNATURE
Pursuant to the requirements of Section 12 of
the Securities Exchange Act of 1934, the registrant has
duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
SHAWMUT NATIONAL CORPORATION
By:__________________________
Joel B. Alvord
Chairman and
Chief Executive Officer
Dated: January __, 1995
Exhibit Index
1. Form of Certificate representing shares of the
Registrant's Depositary Shares.
2. Form of Deposit Agreement to be entered into between
the Registrant and Chemical Bank, as depositary.
3. Form of Certificate representing shares of the
Registrant's ____% Cumulative Preferred Stock.
4. Form of Certificate of Designation, Preferences and
Rights of the Registrant's ___% Cumulative Preferred
Stock.
SEE REVERSE FOR
CERTAIN DEFINITIONS
DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, CERTIFICATE FOR
EACH DEPOSITARY SHARE REPRESENTING A ONE-TENTH ________________
INTEREST IN ONE SHARE OF ___% CUMULATIVE
PREFERRED STOCK ________________
SHAWMUT NATIONAL CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
DEPOSITARY SHARES
CHEMICAL BANK, as Depositary (the "Depositary) hereby
certifies that
Transferrable Depositary
Receipt
This Certificate is
transferable in
New York New York
CUSIP 820484509
Is the registered owner of
DEPOSITARY SHARES
("Depositary Shares"), each Depositary Share representing a one-tenth interest
in one share of ___% Cumulative Preferred Stock, without par value, $250
stated value per preferred share (the "Stock"), of Shawmut National Corporation,
a Delaware corporation (the "Corporation") on deposit with the Depositary,
subject to the terms and entitled to the benefits of the Deposit Agreement
dated as of January __, 1995 (the "Deposit Agreement"), between the Corporation
and the Depositary. By accepting this Depositary Receipt, the holder hereof
becomes a party to and agrees to be bound by all the terms and conditions
of the Deposit Agreement. This Depositary Receipt shall not be valid or
obligatory for any purpose or be entitled to any benefits under the Deposit
Agreement unless it shall have been executed by the Depositary by the manual
signature of a duly authorized officer or, if executed in facsimile by the
Depositary, countersigned by a Registrar in respect of the Depositary Receipts
by a duly authorized officer thereof.
Dated
Countersigned
CHEMICAL BANK
Depositary and Registrar
By
Authorized Officer
SHAWMUT NATIONAL CORPORATION
SHAWMUT NATIONAL CORPORATION WILL FURNISH WITHOUT CHARGE TO
EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT
AGREEMENT AND A STATEMENT OR SUMMARY OF THE CERTIFICATE OF
DESIGNATIONS OF DIRECTORS ESTABLISHING THE POWERS. DESIGNATIONS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
SPECIFIED RIGHTS OF THE ___% CUMULATIVE PREFERRED STOCK AND EACH
OTHER CLASS OF PREFERRED STOCK OR SERIES THEREOF WHICH THE
CORPORATION IS AUTHORIZED TO ISSUE AND OF THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCE AND/OR RIGHTS.
ANY SUCH REQUEST SHOULD BE ADDRESSED TO SHAWMUT NATIONAL
CORPORATION, SHAREHOLDER RELATIONS, DEPARTMENT MSN 335, 777 MAIN
STREET, HARTFORD, CT 06115.
____________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Depositary Receipt, shall be construed as though
they are written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ______Custodian______
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenant with right of under Uniform Gifts to
survivorship and not as tenants Minors Act ___________
in common (State)
UNIF TRAN MIN ACT - ____Custodian (until age__)
(Cust)
_________ under Uniform Transfers
(Minor)
Minors Act __________________
Additional abbreviations may also be used though not in the above
list.
For value received, _________________________hereby sell(s), assigns(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
_____________________________
_____________________________
_____________________________________________________________________________
_____________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE
_____________________________________________________________________________
_________________________________________________Depositary Shares
represented by the within Depositary Receipt, and doe(es) hereby
irrevocably constitute and appoint
______________________________________________ Attorney
transfer the said Depositary Shares on the books of the within
named Depositary with full power of substitution in the premises.
Dated _____________________________________ Signature:
_______________________________
NOTICE The signature to this
assignment must correspond with
the name as written upon the face
of this Depositary Receipt in
every particular, without
alteration or enlargement or any
change whatever
SIGNATURE GUARANTEED
____________________________________
DEPOSIT AGREEMENT, dated as of January __,
1995, among SHAWMUT NATIONAL CORPORATION, a Delaware
corporation, (the "Company"), CHEMICAL BANK, a Delaware
corporation (the Depositary"), and the holders from time
to time of the Receipts described herein.
WHEREAS, it is desired to provide, as
hereinafter set forth in this Deposit Agreement, for the
deposit of shares of ___% Cumulative Preferred Stock of
Shawmut National Corporation with the Depositary for the
purposes set forth in this Deposit Agreement and for the
issuance hereunder of Receipts evidencing Depositary
Shares in respect of the Stock so deposited; and
WHEREAS, the Receipts are to be substantially
in the form of Exhibit A annexed hereto, with appropriate
insertions, modifications and omissions, as hereinafter
provided in this Deposit Agreement;
NOW, THEREFORE, in consideration of the
promises contained herein, the parties hereto agree as
follows:
ARTICLE I
Definitions
The following definitions shall, for all
purposes, unless otherwise indicated, apply to the
respective terms used in this Deposit Agreement:
"Certificate" shall mean the Certificate of
Designation filed with the Secretary of State of the
State of Delaware establishing the Stock as a series of
preferred stock of the Company.
"Company" shall mean Shawmut National
Corporation, a Delaware corporation, and its successors.
"Deposit Agreement" shall mean this Deposit
Agreement, as amended or supplemented from time to time.
"Depositary" shall mean Chemical Bank, and any
successor as Depositary hereunder.
"Depositary Shares" shall mean Depositary
Shares, each representing one-tenth of a share of Stock
and evidenced by a Receipt.
"Depositary's Agent" shall mean an agent
appointed by the Depositary pursuant to Section 7.5.
"Depositary's Office" shall mean the principal
office of the Depositary, at which at any particular time
its depositary receipt business shall be administered.
"Preferred Stock" means any stock of any class
or series of the Company which has a preference over
Common Stock in respect of dividends or of amounts
payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company and
which is not mandatorily redeemable or repayable by the
Company, or redeemable or repayable at the option of the
holder of such stock.
"Receipt" shall mean one of the Depositary
Receipts, substantially in the form set forth as Exhibit
A hereto, issued hereunder, whether in definitive or
temporary form and evidencing the number of Depositary
Shares held of record by the record holder of such
Depositary Shares.
"record holder" or "holder" as applied to a
Receipt shall mean the person in whose name a Receipt is
registered on the books of the Depositary maintained for
such purpose.
"Registrar" shall mean the Depositary or such
other bank or trust company which shall be appointed to
register ownership and transfers of Receipts as herein
provided.
"Securities Act" shall mean the Securities Act
of 1933, as amended.
"Stock" shall mean shares of the Company's ___%
Cumulative Preferred Stock, $250 stated value per share.
ARTICLE II
Form of Receipts, Deposit of Stock,
Execution and Delivery, Transfer,
Surrender and Redemption of Receipts
SECTION 2.1. Form and Transfer of Receipts.
Definitive Receipts shall be engraved or printed or
lithographed on steel-engraved borders, with appropriate
insertions, modifications and omissions, as hereinafter
provided. Pending the preparation of definitive
Receipts, the Depositary, upon the written order of the
Company or any holder of Stock, as the case may be,
delivered in compliance with Section 2.2, shall execute
and deliver temporary Receipts which are printed,
lithographed, typewritten, mimeographed or otherwise
substantially of the tenor of the definitive Receipts in
lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations
as the persons executing such Receipts may determine, as
evidenced by their execution of such Receipts. If
temporary Receipts are issued, the Company and the
Depositary will cause definitive Receipts to be prepared
without unreasonable delay. After the preparation of
definitive Receipts, the temporary Receipts shall be
exchangeable for definitive Receipts upon surrender of
the temporary Receipts at an office described in the
penultimate paragraph of Section 2.2, without charge to
the holder. Upon surrender for cancellation of any one
or more temporary Receipts, the Depositary shall execute
and deliver in exchange therefor definitive Receipts
representing the same number of Depositary Shares as
represented by the surrendered temporary Receipt or
Receipts. Such exchange shall be made at the Company's
expense and without any charge therefor. Until so
exchanged, the temporary Receipts shall in all respects
be entitled to the same benefits under this Agreement,
and with respect to the Stock, as definitive Receipts.
Receipts shall be executed by the Depositary by
the manual signature of a duly authorized officer of the
Depositary; provided, that such signature may be a
facsimile if a Registrar for the Receipts (other than the
Depositary) shall have been appointed and such Receipts
are countersigned by a duly authorized officer of the
Registrar. No Receipt shall be entitled to any benefits
under this Deposit Agreement or be valid or obligatory
for any purpose unless it shall have been executed
manually by a duly authorized officer of the Depositary
or, if a Registrar for the Receipts (other than the
Depositary) shall have been appointed, by manual or
facsimile signature of a duly authorized officer of the
Depositary and countersigned by a duly authorized officer
of such Registrar. The Depositary shall record on its
books each Receipt so signed and delivered as hereinafter
provided.
Receipts shall be in denominations of any
number of whole Depositary Shares.
Receipts may be endorsed with or have
incorporated in the text thereof such legends or recitals
or changes not inconsistent with the provisions of this
Deposit Agreement as may be required by the Depositary or
required to comply with any applicable law or any
regulation thereunder or with the rules and regulations
of any securities exchange upon which the Stock, the
Depositary Shares or the Receipts may be listed or to
conform with any usage with respect thereto, or to
indicate any special limitations or restrictions to which
any particular Receipts are subject.
Title to Depositary Shares evidenced by a
Receipt, which is properly endorsed or accompanied by a
properly executed instrument of transfer, shall be
transferable by delivery with the same effect as in the
case of a negotiable instrument; provided, however, that
until transfer of a Receipt shall be registered on the
books of the Depositary as provided in Section 2.3, the
Depositary may, notwithstanding any notice to the
contrary, treat the record holder thereof at such time as
the absolute owner thereof for the purpose of determining
the person entitled to distributions of dividends or
other distributions or to any notice provided for in this
Deposit Agreement and for all other purposes.
SECTION 2.2. Deposit of Stock; Execution and
Delivery of Receipts in Respect Thereof. Subject to the
terms and conditions of this Deposit Agreement, the
Company or any holder of Stock may from time to time
deposit shares of the Stock under this Deposit Agreement
by delivery to the Depositary of a certificate or
certificates for the Stock to be deposited, properly
endorsed or accompanied, if required by the Depositary,
by a duly executed instrument of transfer or endorsement,
in form satisfactory to the Depositary, together with all
such certifications as may be required by the Depositary
in accordance with the provisions of this Deposit
Agreement, and together with a written order of the
Company or such holder, as the case may be, directing the
Depositary to execute and deliver to, or upon the written
order of, the person or persons stated in such order a
Receipt or Receipts for the number of Depositary Shares
representing such deposited Stock.
Deposited Stock shall be held by the Depositary
at the Depositary's Office or at such other place or
places as the Depositary shall determine.
Upon receipt by the Depositary of a certificate
or certificates for Stock deposited in accordance with
the provisions of this Section, together with the other
documents required as above specified, and upon
recordation of the Stock on the books of the Company in
the name of the Depositary or its nominee, the
Depositary, subject to the terms and conditions of this
Deposit Agreement, shall execute and deliver, to or upon
the order of the person or persons named in the written
order delivered to the Depositary referred to in the
first paragraph of this Section, a Receipt or Receipts
for the number of Depositary Shares representing the
Stock so deposited and registered in such name or names
as may be requested by such person or persons. The
Depositary shall execute and deliver such Receipt or
Receipts at the Depositary's Office or such other
offices, if any, as the Depositary may designate.
Delivery at other offices shall be at the risk and
expense of the person requesting such delivery.
SECTION 2.3. Registration of Transfer of
Receipts. Subject to the terms and conditions of this
Deposit Agreement, the Depositary shall register on its
books from time to time transfers of Receipts upon any
surrender thereof by the holder in person or by duly
authorized attorney, properly endorsed or accompanied by
a properly executed instrument of transfer. Thereupon,
the Depositary shall execute a new Receipt or Receipts
evidencing the same aggregate number of Depositary Shares
as those evidenced by the Receipt or Receipts surrendered
and deliver such new Receipt or Receipts to or upon the
order of the person entitled thereto.
SECTION 2.4. Split-ups and Combinations of
Receipts; Surrender of Receipts and Withdrawal of Stock.
Upon surrender of a Receipt or Receipts at the
Depositary's Office or at such other offices as it may
designate for the purpose of effecting a split-up or
combination of such Receipt or Receipts, and subject to
the terms and conditions of this Deposit Agreement, the
Depositary shall execute and deliver a new Receipt or
Receipts in the authorized denomination or denominations
requested, evidencing the aggregate number of Depositary
Shares evidenced by the Receipt or Receipts surrendered.
Any holder of a Receipt or Receipts
representing any number of whole shares of Stock may
withdraw the Stock and all money and other property, if
any, represented thereby by surrendering such Receipt or
Receipts, at the Depositary's Office or at such other
offices as the Depositary may designate for such
withdrawals. Thereafter, without unreasonable delay, the
Depositary shall deliver to such holder or to the person
or persons designated by such holder as hereinafter
provided, the number of whole shares of Stock and all
money and other property, if any, represented by the
Receipt or Receipts so surrendered for withdrawal, but
holders of such whole shares of Stock will not thereafter
be entitled to deposit such Stock hereunder or to receive
Depositary Shares therefor. If a Receipt delivered by
the holder to the Depositary in connection with such
withdrawal shall evidence a number of Depositary Shares
in excess of the number of Depositary Shares representing
the number of whole shares of Stock to be so withdrawn,
the Depositary shall at the same time, in addition to
such number of whole shares of Stock and such money and
other property, if any, to be so withdrawn, deliver to
such holder, or upon his order, a new Receipt evidencing
such excess number of Depositary Shares. Delivery of the
Stock and money and other property being withdrawn may be
made by the delivery of such certificates, documents of
title and other instruments as the Depositary may deem
appropriate.
If the Stock and the money and other property
being withdrawn are to be delivered to a person or
persons other than the record holder of the Receipt or
Receipts being surrendered for withdrawal of Stock, such
holders shall execute and deliver to the Depositary a
written order so directing the Depositary and the
Depositary may require that the Receipt or Receipts
surrendered by such holder for withdrawal of such shares
of Stock be properly endorsed in blank or accompanied by
a properly executed instrument of transfer in blank.
Delivery of the Stock and the money and other
property, if any, represented by Receipts surrendered for
withdrawal shall be made by the Depositary at the
Depositary's Office, except that, at the request, risk
and expense of the holder surrendering such Receipt or
Receipts and for the account of the holder thereof, such
delivery may be made at such other place as may be
designated by such holder.
SECTION 2.5. Limitations on Execution and
Delivery, Transfer, Surrender and Exchange of Receipts.
As a condition precedent to the execution and delivery,
registration of transfer, split-up, combination,
surrender or exchange of any Receipt, the Depositary, any
of the Depositary's Agents or the Company may require
payment to it of a sum sufficient for the payment (or, in
the event that the Depositary or the Company shall have
made such payment, the reimbursement to it) of any
charges or expenses payable by the holder of a Receipt
pursuant to Section 5.7, may require the production of
evidence satisfactory to it as to the identity and
genuineness of any signature and may also require
compliance with such regulations, if any, as the
Depositary or the Company may establish consistent with
the provisions of this Deposit Agreement.
The deposit of Stock may be refused, the
delivery of Receipts against Stock may be suspended, the
registration of transfer of Receipts may be refused and
the registration of transfer, surrender or exchange of
outstanding Receipts may be suspended (i) during any
period when the register of stockholders of the Company
is closed or (ii) if any such action is deemed necessary
or advisable by the Depositary, any of the Depositary's
Agents or the Company at any time or from time to time
because of any requirement of law or of any government or
governmental body or commission or under any provision of
this Deposit Agreement.
SECTION 2.6. Lost Receipts, etc. In case any
receipt shall be mutilated, destroyed, lost or stolen,
the Depositary in its discretion may execute and deliver
a Receipt of like form and tenor in exchange and
substitution for such mutilated Receipt, or in lieu of
and in substitution for such destroyed, lost or stolen
Receipt, upon (i) the filing by the holder thereof with
the Depositary of evidence satisfactory to the Depositary
of such destruction or loss or theft of such Receipt, of
the authenticity thereof and of his or her ownership
thereof and (ii) the furnishing of the Depositary
indemnification (which may include posting an
indemnification bond) satisfactory to it.
SECTION 2.7. Cancellation and Destruction of
Surrendered Receipts. All Receipts surrendered to the
Depositary or any Depositary's Agent shall be cancelled
by the Depositary. Except as prohibited by applicable
law or regulation, the Depositary is authorized to
destroy all Receipts so cancelled.
SECTION 2.8. Redemption of Stock. Whenever
the Company shall be permitted and shall elect to redeem
shares of Stock in accordance with the provisions of the
Certificate, it shall (unless otherwise agreed to in
writing with the Depositary) give or cause to be given to
the Depositary not less than 30 days' and not more than
60 days' notice of the date of such proposed redemption
or exchange of Stock and of the number of such shares
held by the Depositary to be so redeemed and the
applicable redemption price, as set forth in the
Certificate, which notice shall be accompanied by a
certificate from the Company stating that such redemption
of Stock is in accordance with the provisions of the
Certificate. On the date of such redemption, provided
that the Company shall then have paid or caused to be
paid in full to the Depositary the redemption price of
the Stock to be redeemed, plus an amount equal to any
accrued and unpaid dividends thereon to the date fixed
for redemption, in accordance with the provisions of the
Certificate, the Depositary shall redeem the number of
Depositary Shares representing such Stock. The
Depositary shall mail notice of the Company's redemption
of Stock and the proposed simultaneous redemption of the
number of Depositary Shares representing the Stock to be
redeemed by first-class mail, postage prepaid, not less
than 10 and not more than 60 days prior to the date fixed
for redemption of such Stock and Depositary Shares (the
"Redemption Date") to the record holders of the Receipts
evidencing the Depositary Shares to be so redeemed, at
the address of such holders as they appear on the records
of the Depositary; but neither failure to mail any such
notice of redemption of Depositary Shares to one or more
such holders nor any defect in any notice of redemption
of Depositary Shares to one or more such holders shall
affect the sufficiency of the proceedings for redemption
as to the other holders. Each such notice shall state:
(i) the Redemption Date; (ii) the number of Depositary
Shares to be redeemed and, if less than all the
Depositary Shares held by any such holder are to be
redeemed, the number of such Depositary Shares held by
such holder to be so redeemed; (iii) the redemption
price; (iv) the place or places where Receipts evidencing
Depositary Shares are to be surrendered for payment of
the redemption price; and (v) that dividends in respect
of the Stock represented by the Depositary Shares to be
redeemed will cease to accrue on such Redemption Date.
In case less than all the outstanding Depositary Shares
are to be redeemed, the Depositary Shares to be so
redeemed shall be selected by the Depositary by lot or
pro rata (as nearly as may be) or by any other method, in
each case, as determined by the Depositary in its sole
discretion to be equitable.
Notice having been mailed by the Depositary as
aforesaid, from and after the Redemption Date (unless the
Company shall have failed to provide the funds necessary
to redeem the Stock evidenced by the Depositary Shares
called for redemption) (i) dividends on the shares of
Stock so called for redemption shall cease to accrue from
and after such date, (ii) the Depositary Shares being
redeemed from such proceeds shall be deemed no longer to
be outstanding, (iii) all rights of the holders of
Receipts evidencing such Depositary Shares (except the
right to receive the redemption price) shall, to the
extent of such Depositary Shares, cease and terminate,
and (iv) upon surrender in accordance with such
redemption notice of the Receipts evidencing any such
Depositary Shares called for redemption (properly
endorsed or assigned for transfer, if the Depositary or
applicable law shall so require), such Depositary Shares
shall be redeemed by the Depositary at a redemption price
per Depositary Share equal to one-tenth of the redemption
price per share plus all money and other property, if
any, represented by such Depositary Shares, including all
amounts paid by the Company in respect of dividends which
on the Redemption Date have accumulated on the shares of
Stock to be so redeemed and have not theretofore been
paid.
If fewer than all of the Depositary Shares
evidenced by a Receipt are called for redemption, the
Depositary will deliver to the holder of such Receipt
upon its surrender to the Depositary, together with the
redemption payment, a new Receipt evidencing the
Depositary Shares evidenced by such prior Receipt and not
called for redemption.
ARTICLE III
Certain Obligations of
Holders of Receipts and the Company
SECTION 3.1. Filing Proofs, Certificates and
Other Information. Any holder of a Receipt may be
required from time to time to file such proof of
residence, or other matters or other information, to
execute such certificates and to make such
representations and warranties as the Depositary or the
Company may reasonably deem necessary or proper. The
Depositary or the Company may withhold the delivery, or
delay the registration of transfer, redemption or
exchange, of any Receipt or the withdrawal or conversion
of the Stock represented by the Depositary Shares
evidenced by any Receipt or the distribution of any
dividend or other distribution or the sale of any rights
or of the proceeds thereof until such proof or other
information is filed or such certificates are executed or
such representations and warranties are made.
SECTION 3.2. Payment of Taxes or Other
Governmental Charges. Holders of Receipts shall be
obligated to make payments to the Depositary of certain
charges and expenses, as provided in Section 5.7.
Registration of transfer of any Receipt or any withdrawal
of Stock and all money or other property, if any,
represented by the Depositary Shares evidenced by such
Receipt may be refused until any such payment due is
made, and any dividends, interest payments or other
distributions may be withheld or any part of or all the
Stock or other property represented by the Depositary
Shares evidenced by such Receipt and not theretofore sold
may be sold for the account of the holder thereof (after
attempting by reasonable means to notify such holder
prior to such sale), and such dividends, interest
payments or other distributions or the proceeds of any
such sale may be applied to any payment of such charges
or expenses, the holder of such Receipt remaining liable
for any deficiency.
SECTION 3.3. Warranty as to Stock. The
Company hereby represents and warrants that the Stock,
when issued, will be duly authorized, validly issued,
fully paid and nonassessable, subject to Delaware General
Laws. Such representation and warranty shall survive the
deposit of the Stock and the issuance of Receipts.
SECTION 3.4. Warranty as to Receipts. The
Company hereby represents and warrants that the Receipts,
when issued, will represent legal and valid interests in
the Stock. Such representation and warranty shall
survive the deposit of the Stock and the issuance of
Receipts.
ARTICLE IV
The Deposited Securities; Notices
SECTION 4.1. Cash Distributions. Whenever the
Depositary shall receive any cash dividend or other cash
distribution on Stock, the Depositary shall, subject to
Section 3.1 and 3.2, distribute to record holders of
Receipts on the record date fixed pursuant to Section 4.4
such amounts of such dividend or distribution as are, as
nearly as practicable, in proportion to the respective
numbers of Depositary Shares evidenced by the Receipts
held by such holders; provided, however, that in case the
Company or the Depositary shall be required to withhold
and shall withhold from any cash dividend or other cash
distribution in respect of the Stock an amount on account
of taxes, the amount made available for distribution or
distributed in respect of Depositary Shares shall be
reduced accordingly. The Depositary shall distribute or
make available for distribution, as the case may be, only
such amount, however, as can be distributed without
attributing to any holder of Depositary Shares a fraction
of one cent. Any balance not so distributable shall be
returned by the Depositary to the Company and shall be
added to and be treated as part of the next sum received
by the Depositary for distribution to record holders of
Receipts then outstanding.
SECTION 4.2. Distributions Other than Cash,
Rights, Preferences or Privileges. Whenever the
Depositary shall receive any distribution other than
cash, rights, preferences or privileges upon Stock, the
Depositary shall, subject to Sections 3.1 and 3.2,
distribute to record holders of Receipts on the record
date fixed pursuant to Section 4.4 such amounts of the
securities or property received by it as are, as nearly
as practicable, in proportion to the respective numbers
of Depositary Shares evidenced by the Receipts held by
such holders, in any manner that the Depositary may deem
equitable and practicable for accomplishing such
distribution. If in the opinion of the Depositary such
distribution cannot be made proportionately among such
record holders, or if for any other reason (including any
requirement that the Company or the Depositary withhold
an amount on account of taxes) the Depositary deems,
after consultation with the Company, such distribution
not to be feasible, the Depositary may, with the approval
of the Company, adopt such method as it deems equitable
and practicable for the purpose of effecting such
distribution, including the sale (at public or private
sale) of the securities or property thus received, or any
part thereof, at such place or places and upon such terms
as it may deem proper. The net proceeds of any such sale
shall, subject to Sections 3.1 and 3.2, be distributed or
made available for distribution, as the case may be, by
the Depositary to record holders of Receipts as provided
by Section 4.1 in the case of a distribution received in
cash. The Company shall not make any distribution of
such securities or property to the Depositary and the
Depositary shall not make any distribution of such
securities or property to the holders of Receipts unless
the Company shall have provided an opinion of counsel
stating that such securities or property have been
registered under the Securities Act or do not need to be
registered in connection with such distributions.
SECTION 4.3. Subscription Rights, Preferences
or Privileges. If the Company shall at any time offer or
cause to be offered to the persons in whose names Stock
is recorded on the books of the Company any rights,
preferences or privileges to subscribe for or to purchase
any securities or any rights, preferences or privileges
of any other nature, such rights, preferences or
privileges shall in each such instance be made available
by the Depositary to the record holders of Receipts in
such manner as the Depositary may determine, either by
the issue to such record holders of warrants representing
such rights, preferences or privileges or by such other
method as may be approved by the Depositary in its
discretion with the approval of the Company; provided,
however, that (i) if at the time of issue or offer of any
such rights, preferences or privileges the Depositary
determines that it is not lawful or (after consultation
with the Company) not feasible to make such rights,
preferences or privileges available to holders of
Receipts by the issue of warrants or otherwise, or (ii)
if and to the extent so instructed by holders of Receipts
who do not desire to exercise such rights, preferences or
privileges, then the Depositary, in its discretion (with
approval of the Company, in any case where the Depositary
has determined that it is not feasible to make such
rights, preferences or privileges available), may, if
applicable laws or the terms of such rights, preferences
or privileges permit such transfer, sell such rights,
preferences or privileges at public or private sale, at
such place or places and upon such terms as it may deem
proper. The net proceeds of any such sale shall, subject
to Sections 3.1 and 3.2, be distributed by the Depositary
to the record holders of Receipts entitled thereto as
provided by Section 4.1 in the case of a distribution
received in cash.
If registration under the Securities Act of the
securities to which any rights, preferences or privileges
relate is required in order for holders of Receipts to be
offered or sold the securities to which such rights,
preferences or privileges relate, the Company agrees with
the Depositary that it will file promptly a registration
statement pursuant to such Act with respect to such
rights, preferences or privileges and securities and use
its best efforts and take all steps available to it to
cause such registration statement to become effective
sufficiently in advance of the expiration of such rights,
preferences or privileges to enable such holders to
exercise such rights, preferences or privileges. In no
event shall the Depositary make available to the holders
of Receipts any right, preference or privilege to
subscribe for or to purchase any securities unless and
until such registration statement shall have become
effective, or unless the offering and sale of such
securities to such holders are exempt from registration
under the provisions of the Securities Act, and the
Company shall have provided to the Depositary an opinion
of counsel to such effect.
If any other action under the laws of any
jurisdiction or any governmental or administrative
authorization, consent or permit is required in order for
such rights, preferences or privileges to be made
available to holders of Receipts, the Company agrees with
the Depositary that the Company will use its reasonable
best efforts to take such action or obtain such
authorization, consent or permit sufficiently in advance
of the expiration of such rights, preferences or
privileges to enable such holders to exercise such
rights, preferences or privileges.
SECTION 4.4. Notice of Dividends, etc.; Fixing
Record Date for Holders of Receipts. Whenever any cash
dividend or other cash distribution shall become payable
or any distribution other than cash shall be made, or if
rights, preferences or privileges shall at any time be
offered, with respect to Stock, or whenever the
Depositary shall receive notice of any meeting at which
holders of Stock are entitled to vote or of which holders
of Stock are entitled to notice, or whenever the
Depositary and the Company shall decide it is
appropriate, the Company shall in each such instance fix
a record date for the determination of the holders of
Receipts who shall be entitled to receive such dividend,
distribution, rights, preferences or privileges or the
net proceeds of the sale thereof, or to give instructions
for the exercise of voting rights at any such meeting, or
who shall be entitled to notice of such meeting or for
any other appropriate reasons.
SECTION 4.5. Voting Rights. Upon receipt of
notice of any meeting at which the holders of Stock are
entitled to vote, the Depositary shall, as soon as
practicable thereafter, mail to the record holders of
Receipts a notice which shall contain (i) such
information as is contained in such notice of meeting and
(ii) a statement that the holders may, subject to any
applicable restrictions, instruct the Depositary as to
the exercise of the voting rights pertaining to the
amount of Stock represented by their respective
Depositary Shares (including an express indication that
instructions may be given to the Depositary to give a
discretionary proxy to a person designated by the
Company) and a brief statement as to the manner in which
such instructions may be given. Upon the written request
of the holders of Receipts on the relevant record date,
the Depositary shall endeavor insofar as practicable to
vote or cause to be voted, in accordance with the
instructions set forth in such requests, the maximum
number of whole shares of Stock represented by the
Depositary Shares evidenced by all Receipts as to which
any particular voting instructions are received. The
Company hereby agrees to take all reasonable action which
may be deemed necessary by the Depositary in order to
enable the Depositary to vote such Stock or cause such
Stock to be voted. In the absence of specific
instructions from the holder of a Receipt, the Depositary
will not vote (but, at its discretion, may appear at any
meeting with respect to such Stock unless directed to the
contrary by the holders of all the Receipts) to the
extent of the Stock represented by the Depositary Shares
evidenced by such Receipt.
SECTION 4.6. Changes Affecting Deposited
Securities and Reclassifications, Recapitalizations, etc.
Upon any change in par or stated value, split-up,
combination or any other reclassification of the Stock,
or upon any recapitalization, reorganization, merger or
consolidation affecting the Company or to which it is a
party, the Depositary may in its discretion with the
approval of, and shall upon the instructions of, the
Company, and (in either case) in such manner as the
Depositary may deem equitable, (i) make such adjustments
as are certified by the Company in the fraction of an
interest represented by one Depositary Share in one share
of Stock as may be necessary fully to reflect the effects
of such change in par or stated value, split-up,
combination or other reclassification of Stock, or of
such recapitalization, reorganization, merger or
consolidation and (ii) treat any securities which shall
be received by the Depositary in exchange for or upon
conversion of or in respect of the Stock as new deposited
securities so received in exchange for or upon conversion
or in respect of such Stock. In any such case the
Depositary may in its discretion, with the approval of
the Company, execute and deliver additional Receipts or
may call for the surrender of all outstanding Receipts to
be exchanged for new Receipts specifically describing
such new deposited securities. Anything to the contrary
herein notwithstanding, holders of Receipts shall have
the right from and after the effective date of any such
change in par or stated value, split-up, combination or
other reclassification of the Stock or any such
recapitalization, reorganization, merger or consolidation
to surrender such Receipts to the Depositary with
instructions to convert, exchange or surrender the Stock
represented thereby only into or for, as the case may be,
the kind and amount of shares of stock and other
securities and property and cash into which the Stock
represented by such Receipts might have been converted or
for which such Stock might have been exchanged or
surrendered immediately prior to the effective date of
such transaction.
SECTION 4.7. Delivery of Reports. The
Depositary shall furnish to holders of Receipts any
reports and communications received from the Company
which are received by the Depositary as the holder of
Stock.
SECTION 4.8. List of Receipt Holders.
Promptly upon request from time to time by the Company,
the Depositary shall furnish to it a list, as of the most
recent practicable date, of the names, addresses and
holdings of Depositary Shares of all record holders of
Receipts.
ARTICLE V
The Depositary, the Depositary's
Agents, the Registrar and the Company
SECTION 5.1. Maintenance of Offices, Agencies
and Transfer Books by the Depositary; Registrar. Upon
execution of this Deposit Agreement, the Depositary shall
maintain at the Depositary's office, facilities for the
execution and delivery, registration and registration of
transfer, surrender and exchange of Receipts, and at the
offices of the Depositary's Agents, if any, facilities
for the delivery, registration of transfer, surrender and
exchange of Receipts, all in accordance with the
provisions of this Deposit Agreement.
The Depositary shall keep books at the
Depositary's Office for the registration and registration
of transfer of Receipts, which books at all reasonable
times shall be open for inspection by the record holders
of Receipts; provided that any such holder requesting to
exercise such right shall certify to the Depositary that
such inspection shall be for a proper purpose reasonably
related to such person's interest as an owner of
Depositary Shares evidenced by the Receipts.
The Depositary may close such books, at any
time or from time to time, when deemed expedient by it in
connection with the performance of its duties hereunder.
The Depositary may, with the approval of the
Company, appoint a Registrar for registration of the
Receipts or the Depositary Shares evidenced thereby. If
the Receipts or the Depositary Shares evidenced thereby
or the Stock represented by such Depositary Shares shall
be listed on one or more national stock exchanges, the
Depositary will appoint a Registrar (acceptable to the
Company) for registration of such Receipts or Depositary
Shares in accordance with any requirements of such
exchange. Such Registrar may be the Depositary if so
permitted by the requirements of any such exchange. Such
Registrar may be removed and a substitute registrar
appointed by the Depositary upon the request or with the
approval of the Company. If the Receipts, such
Depositary Shares or such stock are listed on one or more
other stock exchanges, the Depositary will, at the
request of the Company, arrange such facilities for the
delivery, registration, registration of transfer,
surrender and exchange of such Receipts, such Depositary
Shares or such stock as may be required by law or
applicable stock exchange regulation.
SECTION 5.2. Prevention of or Delay in
Performance by the Depositary, the Depositary's Agents,
the Registrar or the Company. Neither the Depositary nor
any Depositary's Agent nor any Registrar nor the Company
shall incur any liability to any holder of any Receipt if
by reason of any provision of any present or future law,
or regulation thereunder, of the United States of America
or of any other governmental authority or, in the case of
the Depositary, the Depositary's Agent or the Registrar,
by reason of any provision, present or future, of the
Company's Restated Certificate of Incorporation, as
amended (including the Certificate) or by reason of any
act of God or war or other circumstance beyond the
control of the relevant party, the Depositary, the
Depositary's Agent, the Registrar or the Company shall be
prevented, delayed or forbidden from, or subjected to any
penalty on account of, doing or performing any act or
thing which the terms of this Deposit Agreement provide
shall be done or performed; nor shall the Depositary, any
Depositary's Agent, any Registrar or the Company incur
liability to any holder of a Receipt (i) by reason of any
nonperformance or delay, caused as aforesaid, in the
performance of any act or thing which the terms of this
Deposit Agreement shall provide shall or may be done or
performed, or (ii) by reason of any exercise of, or
failure to exercise, any discretion provided for in this
Deposit Agreement except, in the case of any such
exercise or failure to exercise discretion not caused as
aforesaid, if caused by the negligence or willful
misconduct of the party charged with such exercise or
failure to exercise.
SECTION 5.3. Obligation of the Depositary, the
Depositary's Agents, the Registrar and the Company.
Neither the Depositary nor any Depositary's Agent nor any
Registrar nor the Company assumes any obligation or shall
be subject to any liability under this Deposit Agreement
to holders of Receipts other than for its negligence,
willful misconduct or bad faith.
Neither the Depositary nor any Depositary's
Agent nor any Registrar nor the Company shall be under
any obligation to appear in, prosecute or defend any
action, suit or other preceding in respect of the Stock,
the Depositary Shares or the Receipts which in its
opinion may involve it in expense or liability unless
indemnity satisfactory to it against all expense and
liability be furnished as often as may be required.
Neither the Depositary nor any Depositary's
Agent nor any Registrar nor the Company shall be liable
for any action or any failure to act by it in reliance
upon the written advice of legal counsel or accountants,
or information from any person presenting Stock for
deposit, any holder of a Receipt or any other person
believed by it in good faith to be competent to give such
information. The Depositary, any Depositary's Agent, any
Registrar and the Company may each rely and shall each be
protected in acting upon any written notice, request,
direction or other document believed by it to be genuine
and to have been signed or presented by the proper party
or parties.
The Depositary shall not be responsible for any
failure to carry out any instruction to vote and of the
shares of stock or for the manner or effect of any such
vote made, as long as any such action or non-action is in
good faith. The Depositary undertakes, and any Registrar
shall be required to undertake, to perform such duties
and only such duties as are specifically set forth in
this Agreement, and no implied covenants or obligations
shall be read into this Agreement against the Depositary
or any Registrar. The Depositary will indemnify the
Company and hold it harmless from any loss, liability or
expense (including the reasonable costs and expenses of
defending itself) which may arise out of acts performed
or omitted by the Depositary or the Depositary's Agents
in connection with this Agreement due to its or their
negligence, willful misconduct or bad faith. The
indemnification obligations of the Depositary set forth
in this Section 5.3 shall survive any termination of this
Agreement and any succession of any Depositary. The
Depositary, the Depositary's Agents, and any Registrar
may own and deal in any class of securities of the
Company and its affiliates and in Receipts. The
Depositary may also act as transfer agent or registrar of
any of the securities of the Company and its affiliates.
SECTION 5.4. Resignation and Removal of the
Depositary; Appointment of Successor Depositary. The
Depositary may at any time resign as Depositary hereunder
by delivering notice of its election to do so to the
Company, such resignation to take effect upon the
appointment of a successor Depositary and its acceptance
of such appointment as hereinafter provided.
The Depositary may at any time be removed by
the Company by notice of such removal delivered to the
Depositary, such removal to take effect upon the
appointment of a successor Depositary and its acceptance
of such appointment as hereinafter provided.
In case at any time the Depositary acting
hereunder shall resign or be removed, the Company shall,
within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a
successor Depositary, which shall be a bank or trust
company having its principal office in the United States
of America and having a combined capital and surplus of
at least $50,000,000. If no successor Depositary shall
have been so appointed and have accepted appointment
within 60 days after delivery of such notice, the
resigning or removed Depositary may petition any court of
competent jurisdiction for the appointment of a successor
Depositary. Every successor Depositary shall execute and
deliver to its predecessor and to the Company an
instrument in writing accepting its appointment
hereunder, and thereupon such successor Depositary,
without any further act or deed, shall become fully
vested with all the rights, powers, duties and
obligations of its predecessor and for all purposes shall
be the Depositary under this Deposit Agreement, and such
predecessor, upon payment of all sums due it and on the
written request of the Company, shall execute and deliver
an instrument transferring to such successor all rights
and powers of such predecessor hereunder, shall duly
assign, transfer and deliver all right, title and
interest in the Stock and any moneys or property held
hereunder to such successor, and shall deliver to such
successor a list of the record holders of all outstanding
Receipts and such records, books and other information in
its possession relating thereto. Any successor
Depositary shall promptly mail notice of its appointment
to the record holders of Receipts.
Any corporation into or with which the
Depositary may be merged, consolidated or converted shall
be the successor of such Depositary without the execution
or filing of any document or any further act, and notice
thereof shall not be required hereunder. Such successor
Depositary may authenticate the Receipts in the name of
the predecessor Depositary or in the name of the
successor Depositary.
SECTION 5.5. Corporate Notices and Reports.
The Company agrees that it will transmit to the record
holders of Receipts, in each case at the addresses
furnished to it pursuant to Section 4.8, all notices and
reports (including without limitation financial
statements) required by law or by the rules of any
national securities exchange upon which the Stock, the
Depositary Shares or the Receipts are listed, to be
furnished to the record holders of Receipts or otherwise
determine to furnish. Such transmission will be at the
Company's expense.
SECTION 5.6. Indemnification by the Company.
The Company shall indemnify the Depositary, any
Depositary's Agent and any Registrar against, and hold
each of them harmless from, any loss, liability or
expense (including the reasonable costs and expenses of
defending itself) which may arise out of acts performed
or omitted in connection with this Agreement and the
Receipts by the Depositary, any Registrar or any of their
respective agents (including any Depositary's Agent),
except for any liability arising out of negligence,
willful misconduct or bad faith on the respective parts
of any such person or persons. The obligations of the
Company set forth in this Section 5.6 shall survive any
succession of any Depositary, Registrar or Depositary's
Agent.
SECTION 5.7. Charges and Expenses. The
Company shall pay all transfer and other taxes and
governmental charges arising solely from the existence of
the depositary arrangements. The Company shall pay all
charges of the Depositary in connection with the initial
deposit of the Stock and the initial issuance of the
Depositary Shares, all withdrawals of shares of the Stock
by owners of Depositary Shares, and any redemption or
exchange of the Stock at the option of the Company. All
other transfer and other taxes and governmental charges
shall be at the expense of holders of Depositary Shares.
If, at the request of a holder of Receipts, the
Depositary incurs charges or expenses for which it is not
otherwise liable hereunder, such holder will be liable
for such charges and expenses. All other charges and
expenses of the Depositary and any Depositary's Agent
hereunder and of any Registrar (including, in each case,
reasonable fees and expenses of counsel) incident to the
performance of their respective obligations hereunder
will be paid upon consultation and agreement between the
Depositary and the Company as to the amount and nature of
such charges and expenses. The Depositary shall present
its statement for charges and expenses to the Company at
such intervals as the Company and the Depositary may
agree.
ARTICLE VI
Amendment and Termination
SECTION 6.1. Amendment. The form of the
Receipts and any provisions of this Deposit Agreement may
at any time and from time to time be amended by agreement
between the Company and the Depositary in any respect
which they may deem necessary or desirable; provided,
however, that no such amendment (other than any change in
the fees of any Depositary or Registrar, which shall go
into effect not sooner than three months after notice
thereof to the holders of the Receipts) which shall
materially and adversely alter the rights of the holders
of Receipts shall be effective unless such amendment
shall have been approved by the holders of at least a
majority of the Depositary Shares then outstanding.
Every holder of an outstanding Receipt at the time any
such amendment becomes effective shall be deemed, by
continuing to hold such Receipt, to consent and agree to
such amendment and to be bound by the Deposit Agreement
as amended thereby.
SECTION 6.2. This Agreement may be terminated
by the Company or the Depositary only after (i) all
outstanding Depositary Shares have been redeemed pursuant
to Section 2.8 or (ii) there shall have been made a final
distribution in respect of the Stock in connection with
any liquidation, dissolution or winding up of the Company
and such distribution shall have been distributed to the
holders of Depositary Shares pursuant to Section 4.1 or
4.2, as applicable.
Upon the termination of this Deposit Agreement,
the Company shall be discharged from all obligations
under this Deposit Agreement except for its obligations
to the Depositary, any Depositary's Agent and any
Registrar under Sections 5.6 and 5.7.
ARTICLE VII
Miscellaneous
SECTION 7.1. Counterparts. This Deposit
Agreement may be executed in any number of counterparts,
and by each of the parties hereto on separate
counterparts, each of which counterparts, when so
executed and delivered, shall be deemed an original, but
all such counterparts taken together shall constitute one
and the same instrument.
SECTION 7.2. Exclusive Benefit of Parties.
This Deposit Agreement is for the exclusive benefit of
the parties hereto, and their respective successors
hereunder, and shall not be deemed to give any legal or
equitable right, remedy or claim to any other person
whatsoever.
SECTION 7.3. Invalidity of Provisions. In
case any one or more of the provisions contained in this
Deposit Agreement or in the Receipts should be or become
invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining
provisions contained herein or therein shall in no way be
affected, prejudiced or disturbed thereby.
SECTION 7.4. Notices. Any and all notices to
be given to the Company hereunder or under the Receipts
shall be in writing and shall be deemed to have been duly
given if personally delivered or sent by mail, or by
telegram or facsimile transmission confirmed by letter,
addressed to the Company at:
Shawmut National Corporation
777 Main Street
Hartford, CT 06115
Attention: Secretary
Facsimile No.: (203) 986-4205
or at any other address of which the Company shall have
notified the Depositary in writing.
Any and all notices to be given to the
Depositary hereunder or under the Receipts shall be in
writing and shall be deemed to have been duly given if
personally delivered or sent by mail, or by telegram or
facsimile transmission confirmed by letter, addressed to
the Depositary at the Depositary's Office, at:
Chemical Bank
450 West 33rd Street
New York, NY 10001
Attention: Vice President,
Stock Transfer Administration
15th Floor
Facsimile No.: 212-613-7217
or at any other address of which the Depositary shall
have notified the Company in writing.
Any and all notices to be given to any record
holder of a Receipt hereunder or under the Receipts shall
be in writing and shall be deemed to have been duly given
if personally delivered or sent by mail, or by telegram
or facsimile transmission confirmed by letter, addressed
to such record holder at the address of such record
holder as it appears on the books of the Depositary, or
if such holder shall have filed with the Depositary a
written request that notices intended for such holder be
mailed to some other address, at the address designated
in such request.
Delivery of a notice sent by mail or by
telegram or facsimile transmission shall be deemed to be
effected at the time when a duly addressed letter
containing the same (or a confirmation thereof in the
case of a telegram or facsimile transmission) is
deposited, postage prepaid, in a post office letter box.
The Depositary or the Company may, however, act upon any
telegram or facsimile transmission received by it from
the other or from any holder of a Receipt,
notwithstanding that such telegram or facsimile
transmission shall not subsequently be confirmed by
letter or as aforesaid.
SECTION 7.5. Depositary's Agents. The
Depositary may from time to time appoint Depositary's
Agents to act in any respect for the Depositary for the
purposes of this Deposit Agreement and may at any time
appoint additional Depositary's Agents and vary or
terminate the appointment of such Depositary's Agents.
The Depositary will notify the Company of any such
action.
The Company hereby also appoints the Depositary
as Registrar in respect of the Receipts and the
Depositary hereby accepts such appointments.
SECTION 7.6. Holders of Receipts Are Parties.
The holders of Receipts from time to time shall be
parties to this Deposit Agreement and shall be bound by
all of the terms and conditions hereof and of the
Receipts by acceptance of delivery thereof.
SECTION 7.7. GOVERNING LAW. THIS DEPOSIT
AGREEMENT AND THE RECEIPTS AND ALL RIGHTS HEREUNDER AND
THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.
SECTION 7.8. Inspection of Deposit Agreement.
Copies of this Deposit Agreement shall be filed with the
Depositary and the Depositary's Agent and shall be open
to inspection during business hours at the Depositary's
Office and respective offices of the Depositary's Agent,
if any, by any holder of a Receipt.
SECTION 7.9. Headings. The headings of
articles and sections in this Deposit Agreement and in
the form of the Receipt set forth in Exhibit A hereto
have been inserted for convenience only and are not to be
regarded as a part of this Deposit Agreement or the
Receipts or to have any bearing upon the meaning or
interpretation of any provision contained herein or in
the Receipts.
IN WITNESS WHEREOF, the Company and the
Depositary have duly executed this Agreement as of the
day and year first above set forth, and all holders of
Receipts shall become parties hereto by and upon
acceptance by them of delivery of Receipts issued in
accordance with the terms hereof.
SHAWMUT NATIONAL CORPORATION
Attested by
_______________________ By:__________________________
[SEAL]
Attested by CHEMICAL BANK
_______________________ By:_________________________
[SEAL]
SHAWMUT NATIONAL CORPORATION,
CHEMICAL BANK, As Depositary
AND
THE HOLDERS FROM TIME TO TIME OF
THE DEPOSITARY RECEIPTS DESCRIBED HEREIN
_________________
DEPOSIT AGREEMENT
_________________
Dated as of January __, 1995
TABLE OF CONTENTS
PAGE
ARTICLE I
Definitions . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
Form of Receipts, Deposit of Stock,
Execution and Delivery, Transfer,
Surrender and Redemption of Receipts
SECTION 2.1. Form and Transfer of Receipts . . . . 3
SECTION 2.2. Deposit of Stock; Execution and Delivery
of Receipts in Respect Thereof . . . 4
SECTION 2.3. Registration of Transfer of Receipts . 5
SECTION 2.4. Split-ups and Combinations of Receipts;
Surrender of Receipts and Withdrawal
of Stock . . . . . . . . . . . . . . 6
SECTION 2.5. Limitations on Execution and Delivery,
Transfer, Surrender and Exchange of
Receipts . . . . . . . . . . . . . . 7
SECTION 2.6. Lost Receipts, etc. . . . . . . . . . 7
SECTION 2.7. Cancellation and Destruction of
Surrendered Receipts . . . . . . . . 8
SECTION 2.8. Redemption of Stock . . . . . . . . . 8
ARTICLE III
Certain Obligations of
Holders of Receipts and the Company
SECTION 3.1. Filing Proofs, Certificates and Other
Information . . . . . . . . . . . . 10
SECTION 3.2. Payment of Taxes or Other Governmental
Charges . . . . . . . . . . . . . . 10
SECTION 3.3. Warranty as to Stock . . . . . . . . . 11
SECTION 3.4. Warranty as to Receipts . . . . . . . 11
ARTICLE IV
The Deposited Securities; Notices
SECTION 4.1. Cash Distributions . . . . . . . . . . 11
SECTION 4.2. Distributions Other than Cash, Rights,
Preferences or Privileges . . . . . 12
SECTION 4.3. Subscription Rights, Preferences or
Privileges . . . . . . . . . . . . . 12
SECTION 4.4. Notice of Dividends, etc.; Fixing Record
Date for Holders of Receipts . . . . 14
SECTION 4.5. Voting Rights . . . . . . . . . . . . 14
SECTION 4.6. Changes Affecting Deposited Securities
and Reclassifications,
Recapitalizations, etc. . . . . . . 15
SECTION 4.7. Delivery of Reports . . . . . . . . . 16
SECTION 4.8. List of Receipt Holders . . . . . . . 16
ARTICLE V
The Depositary, the Depositary's
Agents, the Registrar and the Company
SECTION 5.1. Maintenance of Offices, Agencies and
Transfer Books by the Depositary;
Registrar . . . . . . . . . . . . . 16
SECTION 5.2. Prevention of or Delay in Performance
by the Depositary, the Depositary's
Agents, the Registrar or the Company 17
SECTION 5.3. Obligation of the Depositary, the
Depositary's Agents, the Registrar
and the Company . . . . . . . . . . 18
SECTION 5.4. Resignation and Removal of the
Depositary; Appointment of
Successor Depositary . . . . . . . . 19
SECTION 5.5. Corporate Notices and Reports . . . . 20
SECTION 5.6. Indemnification by the Company . . . . 20
SECTION 5.7. Charges and Expenses . . . . . . . . . 21
ARTICLE VI
Amendment and Termination
SECTION 6.1. Amendment . . . . . . . . . . . . . . 21
SECTION 6.2. Termination . . . . . . . . . . . . . 22
ARTICLE VII
Miscellaneous
SECTION 7.1. Counterparts . . . . . . . . . . . . . 22
SECTION 7.2. Exclusive Benefit of Parties . . . . . 23
SECTION 7.3. Invalidity of Provisions . . . . . . . 23
SECTION 7.4. Notices . . . . . . . . . . . . . . . 23
SECTION 7.5. Depositary's Agents . . . . . . . . . 24
SECTION 7.6. Holders of Receipts Are Parties . . . 24
SECTION 7.7. GOVERNING LAW . . . . . . . . . . . . 24
SECTION 7.8. Inspection of Deposit Agreement . . . 25
SECTION 7.9. Headings . . . . . . . . . . . . . . . 25
Form of Depositary Shares
Form of Face of Receipt . . . . . . . . . . . . . . . A-1
Form of Reverse of Receipt . . . . . . . . . . . . . A-2
CUSIP 820484608
Number SHARES
*_______*
Incorporated Under the Laws of the State of Delaware
SHAWMUT NATIONAL CORPORATION
____% CUMULATIVE PREFERRED STOCK NO PAR VALUE $250 STATED VALUE
This Certifies that _____________________________________ is the
registered holder of *__________________________________* Shares of the
Preferred Stock of SHAWMUT NATIONAL CORPORATION Fully Paid and Non-
Assessable transferable only on the books of the Corporation by the holder
hereof in person or by Attorney upon surrender of this Certificate
properly endorsed.
In Witness Whereof, the said Corporation has caused this
Certificate to be signed by its duly authorized officers and its Corporate
Seal to be hereunto affixed this __th day of ________ A.D. 199_
__________________________________ _______________________________
CHAIRMAN & CHIEF EXECUTIVE OFFICER SECRETARY
[SEAL]
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER
SHAWMUT NATIONAL CORPORATION
The Corporation is authorized to issue Preferred
Stock and Common Stock. The Preferred Stock may be
divided into and issued in one or more series, having
such designations, preferences, voting powers,
qualifications and special and relative rights as may
be established by the Board of Directors from time to
time. The Corporation will furnish to the holder
hereof upon written request and without charge a copy
of the full text, as set forth the Corporation's
Articles of Incorporation, of the designations,
preferences, voting powers and relative, participating,
optional or other specified rights of each class (and
each series of a class, if any) of its Preferred Stock
authorized to be issued as of the date of such request
and of the qualifications, limitations or restrictions
of such preferences and/or rights. Requests for such
copies should be directed to Shawmut National
Corporation, Shareholder Relations, Department MSN 335,
777 Main Street, Hartford, CT 06115.
The following abbreviations, when used in the
inscription on the face of this certificate, shall be
construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -as tenants in common UNIF GIFT MIN ACT- ........ Custodian .......
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act..........................
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
For value received _____________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
_______________________________________________________________________________
_______________________________________________________________________________
Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint ________________________________ Attorney to transfer
the said shares on the books of the within-named Corporation with full
power of substitution in the premises.
Dated, ________________________
_____________________________
In the presence of
_________________________________
CERTIFICATE OF DESIGNATION
OF
____% CUMULATIVE PREFERRED STOCK
(Without Par Value,
$250 Stated Value)
OF
SHAWMUT NATIONAL CORPORATION
______________________
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
______________________
SHAWMUT NATIONAL CORPORATION, a corporation
organized and existing under the laws of the State of
Delaware (the "Corporation"), HEREBY CERTIFIES that the
following resolutions were duly adopted by the Board of
Directors of the Corporation and by the Preferred Stock
Committee of the Board of Directors, respectively, pursuant
to authority conferred upon the Board of Directors by the
provisions of the Certificate of Incorporation of the
Corporation which authorize the issuance of up to 10,000,000
shares of preferred stock, without par value ("Preferred
Stock") and which expressly grants to the Board of Directors
of the Corporation, subject to the limitations prescribed by
law and the provisions of the Certificate of Incorporation,
as amended, the authority to provide for the issuance from
time to time in one or more series of any number of
preferred shares and to establish the number of shares to be
included in each series, and to fix the designation,
relative rights, preferences, qualifications and limitations
of the shares, of each such series as shall be stated in the
Certificate of Incorporation or any amendment thereto or in
the resolutions providing for the issue of such stock
adopted by the Board of Directors, and pursuant to authority
conferred upon the Preferred Stock Committee of the Board of
Directors by Section 141(c) of the General Corporation Law
of the State of Delaware, by the By-Laws of the Corporation
and by the resolutions of the Board of Directors set forth
herein, at a meeting of the Board of Directors duly held on
December 15, 1994:
1. The Board of Directors on December 15, 1994
adopted the following resolutions designating a Preferred
Stock Committee of the Board of Directors and authorizing
such committee to act on behalf of the Board of Directors in
connection with the issuance from time to time of _______
shares of preferred stock, without par value, $250 stated
value, of the Corporation (the "Preferred Shares"):
"VOTE: That the Chairman and the President of the
Corporation, each in their capacities as members
of the Preferred Stock Committee (as defined
below), be, and each hereby is, authorized to
determine and set the terms of the Preferred Stock
and prepare (and each of the Chairman, any Vice
Chairman, the President, the Chief Financial
Officer and any Executive Vice President of the
Corporation (the "Authorized Officers"), and the
Secretary and any Assistant Secretary of the
Corporation be, and each hereby is, authorized to
execute and file with the proper state authority)
any one or more certificates of designation,
setting forth the following:
1. the title and stated value per share of the
Preferred Stock;
2. the number of shares of Preferred Stock
offered;
3. the dividend rate for method of calculation,
the dates on which dividends shall be
payable, whether such dividends shall
commence to cumulate;
4. any sinking fund or redemption provisions of
such Preferred Stock;
5. any conversion provisions;
6. any additional dividend, liquidation,
redemption, sinking fund and other rights,
preferences, privileges, limitations and
restrictions on such Preferred Stock;
7. the form of Preferred Stock and coupons, if
any;
8. any other terms of the Preferred Stock
provided for or permitted by the
Corporation's Certificate of Incorporation.
VOTE: That the Chairman and the President, in his
capacity as a Director, of the Corporation be, and
each hereby is, appointed to the Preferred Stock
Committee, which shall have not less than two
members of the Board of Directors (the "Preferred
Stock Committee") and which committee is
authorized, on behalf of the Corporation, to
determine the price or prices at which the
Preferred Stock which may be represented by
Depositary Shares shall be sold to the public, the
price or prices at which the Preferred Stock shall
be sold to the several underwriters, the date or
dates upon which such sales shall be concluded,
the names of the several underwriters to whom the
Preferred Stock shall be sold, that may include
Goldman, Sachs & Co. and other investment bankers,
and other matters necessary to complete the
certificate of designation or other determination
of the Preferred Stock Committee of the
Corporation to be evidenced by a certificate
executed by an Authorized Officer and the
Secretary or any Assistant Secretary of the
Corporation;"
2. The Preferred Stock Committee of the Board of
Directors, on January , 1995, adopted the following
resolutions:
"VOTED: That the Preferred Shares shall have the
designations, preferences, rights, qualifications and
limitations as follows:
(a) Designation. The Preferred Shares shall be
designated the "____% Cumulative Preferred Stock" and
the number of shares constituting this series shall be
460,000. Such Preferred Shares shall have a stated
value of $250 per share. The number of authorized
Preferred Shares may be reduced by further resolution
duly adopted by the Board and by the filing of a
certificate pursuant to the provisions of the General
Corporation Law of the State of Delaware stating that
such reduction has been so authorized, but the number
of authorized Preferred Shares shall not be increased.
(b) Dividends.
(1) Dividend periods ("Dividend Periods")
shall commence on ________, ________, ________ and
________ in each year and shall end on and include
the day next preceding the first day of the next
Dividend Period. The dividend rate on the
Preferred Shares from January __, 1995 to and
including , 1995 (the "Initial Dividend
Period") and for each Dividend Period thereafter
will be ____% per annum of the stated value
thereof. Such dividends shall be cumulative from
January __, 1995 and shall be payable when and as
declared by the Board, on , ,
and of each year, commencing
, 1995. Each such dividend shall be paid
to the holders of record of Preferred Shares as
they appear on the stock register of the
Corporation on such record date, not exceeding 30
days preceding the payment date thereof, as shall
be fixed by the Board. Dividends on account of
arrears for any past Dividend Periods may be
declared and paid at any time, without reference
to any regular dividend payment date, to holders
of record on such date, not exceeding 45 days
preceding the payment date thereof, as may be
fixed by the Board.
(2) No full dividends shall be declared or
paid or set apart for payment on Preferred Stock
of any series ranking, as to dividends, on a
parity with or junior to the Preferred Shares for
any period unless full cumulative dividends have
been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment
thereof set apart for such payment on the
Preferred Shares for all dividend payment periods
terminating on or prior to the date of payment of
such full cumulative dividends. When dividends
are not paid in full, as aforesaid, upon the
Preferred Shares and any other Preferred Stock
ranking on a parity as to dividends with the
Preferred Shares, all dividends declared upon
shares of the Preferred Shares and any other
Preferred Stock ranking on a parity as to
dividends with the Preferred Shares shall be
declared pro rata so that the amount of dividends
declared per share on the Preferred Shares and
such other Preferred Stock shall in all cases bear
to each other the same ratio that accrued
dividends per share on the Preferred Shares and
such other Preferred Stock bear to each other.
Holders of the Preferred Shares shall not be
entitled to any dividend, whether payable in cash,
property or stock, in excess of full cumulative
dividends, as herein provided, on the Preferred
Shares. No interest, or sum of money in lieu of
interest, shall be payable in respect of any
dividend payment or payments on the Preferred
Shares which may be in arrears.
(3) So long as any of the Preferred Shares
are outstanding, no dividend (other than a
dividend in Common Stock or in any other stock
ranking junior to the Preferred Shares as to
dividends and upon liquidation and other than as
provided in paragraph (2) of this Section (b))
shall be declared or paid or set aside for payment
or other distribution declared or made upon the
Common Stock or upon any other stock ranking
junior to or on a parity with the Preferred Shares
as to dividends or upon liquidation, nor shall any
Common Stock nor any other stock of the
Corporation ranking junior to or on a parity with
the Preferred Shares as to dividends or upon
liquidation be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be
paid to or made available for a sinking fund for
the redemption of any shares of any such stock) by
the Corporation (except by conversion into or
exchange for stock of the Corporation ranking
junior to the Preferred Shares as to dividends and
upon liquidation) unless, in each case, the full
cumulative dividends on all outstanding Preferred
Shares shall have been paid for all past dividend
payment periods.
(4) Dividends payable on each Preferred
Share for each Dividend Period shall be computed
by annualizing the applicable dividend rate and
dividing by four. Dividends payable on the
Preferred Shares for any period less than a full
Dividend Period shall be computed on the basis of
a 360-day year consisting of twelve 30-day months.
(c) Redemption.
(1) The Preferred Shares shall not be
redeemable prior to January __, 2000. On and
after January __, 2000, the Corporation, at its
option, may redeem the Preferred Shares, as a
whole or in part, at any time or from time to time
at a redemption price equal to $250 per share plus
accrued and unpaid dividends thereon to the date
fixed for redemption. Notwithstanding the
foregoing, the Preferred Shares may not be
redeemed by the Corporation without the prior
approval of the Board of Governors of the Federal
Reserve System.
(2) In the event that fewer than all the
outstanding Preferred Shares are to be redeemed,
the number of shares to be redeemed shall be
determined by the Board and the shares to be
redeemed shall be determined by lot or pro rata as
may be determined by the Board of Directors of the
Corporation or by any duly authorized committee
thereof or by any other method as may be
determined by the Board of Directors of the
Corporation or by any duly authorized committee
thereof in its sole discretion to be equitable,
provided that such method satisfies any applicable
requirements of any securities exchange on which
the Preferred Shares are listed.
(3) In the event the Corporation shall
redeem Preferred Shares, notice of such redemption
shall be given by first class mail, postage
prepaid, mailed not less than 30 nor more than 60
days prior to the redemption date, to each holder
of record of the shares to be redeemed, at such
holder's address as the same appears on the stock
register of the Corporation. Each such notice
shall state: (i) the redemption date; (ii) the
number of Preferred Shares to be redeemed and, if
fewer than all the shares held by such holder are
to be redeemed, the number of such shares to be
redeemed from such holder; (iii) the redemption
price; (iv) the place or places where certificates
for such shares are to be surrendered for payment
of the redemption price; and (v) that dividends on
the shares to be redeemed will cease to accrue on
such redemption date.
(4) Notice having been mailed as aforesaid,
from and after the redemption date (unless default
shall be made by the Corporation in providing
money for the payment of the redemption price)
dividends on the Preferred Shares so called for
redemption shall cease to accrue, and said shares
shall no longer be deemed to be outstanding, and
all rights of the holders thereof as stockholders
of the Corporation (except the right to receive
from the Corporation the redemption price) shall
cease. Upon surrender in accordance with said
notice of the certificates for any shares so
redeemed (properly endorsed or assigned for
transfer, if the Board of Directors of the
Corporation or any duly authorized committee
thereof shall so require and the notice shall so
state), such shares shall be redeemed by the
Corporation at the redemption price aforesaid. In
case fewer than all the shares represented by any
such certificate are redeemed, a new certificate
shall be issued representing the unredeemed shares
without cost to the holder thereof.
(5) Any of the Preferred Shares which shall
at any time have been redeemed shall, after such
redemption, have the status of authorized but
unissued shares of Preferred Stock, without
designation as to series until such shares are
once more designated as part of a particular
series by the Board of Directors of the
Corporation or any duly authorized committee
thereof.
(6) Notwithstanding the foregoing provisions
of this Section (c), if any dividends on the
Preferred Shares are in arrears, no Preferred
Shares shall be redeemed unless all outstanding
Preferred Shares of this Series are simultaneously
redeemed, and the Corporation shall not purchase
or otherwise acquire any Preferred Shares;
provided, however, that the foregoing shall not
prevent the purchase or acquisition of Preferred
Shares pursuant to a purchase or exchange offer
made on the same terms to holders of all
outstanding Preferred Shares.
(d) Conversion or Exchange. The holders of the
Preferred Shares shall not have any rights herein to
convert such shares into or exchange such shares for
shares of any other class or classes or of any other
series of any class or classes of capital stock of the
Corporation.
(e) Voting. The Preferred Shares shall not have
any voting powers, either general or special, except
that
(i) Unless the vote or consent of the
holders of a greater number of shares shall then
be required by law, the consent of the holders of
at least 66 2/3% of all of the Preferred Shares at
the time outstanding, given in person or by proxy,
either in writing or by a vote at a meeting called
for the purpose at which the holders of Preferred
Shares shall vote together as a separate class,
shall be necessary for authorizing, effecting or
validating the amendment, alteration or repeal of
any of the provisions of the Restated Certificate
of Incorporation or of any certificate amendatory
thereof or supplemental thereto (including any
Certificate of Designation, Preferences and Rights
or any similar document relating to any series of
Preferred Stock) which would adversely affect the
preferences, rights, powers or privileges of the
Preferred Shares;
(ii) Unless the vote or consent of the
holders of a greater number of shares shall then
be required by law, the consent of the holders of
at least 66 2/3% of all of the Preferred Shares
and all other series of Preferred Stock ranking on
a parity with the Preferred Shares, either as to
dividends or upon liquidation, at the time
outstanding, given in person or by proxy, either
in writing or by a vote at a meeting called for
the purpose at which the holders of Preferred
Shares and such other series of Preferred Stock
shall vote together as a single class without
regard to series, shall be necessary for
authorizing, effecting or validating the creation,
authorization or issue of any shares of any class
of stock of the Corporation ranking prior to the
Preferred Shares as to dividends or upon
liquidation, or the reclassification of any
authorized stock of the Corporation into any such
prior shares, or the creation, authorization or
issue of any obligation or security convertible
into or evidencing the right to purchase any such
prior shares;
(iii) If at the time of any annual meeting of
stockholders for the election of directors a
default in preference dividends (as defined below)
on the Preferred Stock shall exist, the number of
directors constituting the Board of Directors of
the Corporation shall be increased by two, and the
holders of the Preferred Stock of all series shall
have the right at such meeting, voting together as
a single class without regard to series, to the
exclusion of the holders of common stock, to elect
two directors of the Corporation to fill such
newly created directorships. Such right shall
continue until there are no dividends in arrears
upon the Preferred Stock. Each director elected
by the holders of shares of Preferred Stock
(herein called a "Preferred Director") shall
continue to serve as such director for the full
term for which he or she shall have been elected,
notwithstanding that prior to the end of such term
a default in preference dividends shall cease to
exist. Any Preferred Director may be removed by,
and shall not be removed except by, the vote of
the holders of record of the outstanding shares of
Preferred Stock, voting together as a single class
without regard to series, at a meeting of the
stockholders, or of the holders of shares of
Preferred Stock, called for the purpose. So long
as a default in any preference dividends on the
Preferred Stock shall exist, (a) any vacancy in
the office of a Preferred Director may be filled
(except as provided in the following clause (b))
by an instrument in writing signed by the
remaining Preferred Director and filed with the
Corporation and (b) in the case of the removal of
any Preferred Director, the vacancy may be filled
by the vote of the holders of the outstanding
shares of Preferred Stock, voting together as a
single class without regard to series, at the same
meeting at which such removal shall be voted.
Each director appointed as aforesaid by the
remaining Preferred Director shall be deemed, for
all purposes hereof, to be a Preferred Director.
Whenever the term of office of the Preferred
Directors shall end and a default in preference
dividends shall no longer exist, the number of
directors constituting the Board of Directors of
the Corporation shall be reduced by two. For the
purposes hereof, a "default in preference
dividends" on the Preferred Stock shall be deemed
to exist whenever the amount of accrued dividends
upon any series of Preferred Stock shall be
equivalent to six full quarter-yearly dividends or
more, and, having so occurred, such default shall
be deemed to exist thereafter until, but only
until, all accrued dividends on all shares of
Preferred Stock of each and every series then
outstanding shall have been paid to the end of the
last preceding quarterly dividend period.
(f) Liquidation Rights.
(1) Upon the voluntary or involuntary
dissolution, liquidation or winding up of the
Corporation, the holders of the Preferred Shares
shall be entitled to receive, before any payment
or distribution shall be made on the Common Stock
or on any other class of stock ranking junior to
the Preferred Shares upon liquidation, the amount
of $250 per share, plus a sum equal to all
dividends (whether or not earned or declared) on
such shares accrued and unpaid thereon to the date
of final distribution.
(2) Neither the sale of all or substantially
all of the property or business of the
Corporation, nor the merger or consolidation of
the Corporation into or with any other
corporation, nor the merger or consolidation of
any other corporation into or with the
Corporation, shall be deemed to be a dissolution,
liquidation or winding up, voluntary or
involuntary, for the purpose of this Section (f).
(3) After the payment to the holders of the
Preferred Shares of the full preferential amounts
provided for in this Section (f), the holders of
the Preferred Shares as such shall have no right
or claim to any of the remaining assets of the
Corporation.
(4) In the event the assets of the
Corporation available for distribution to the
holders of the Preferred Shares upon any
dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary,
shall be insufficient to pay in full all amounts
to which such holders are entitled pursuant to
paragraph (1) of this Section (f), no such
distribution shall be made on account of any
shares of any other class or series of Preferred
Stock ranking on a parity with the Preferred
Shares upon such dissolution, liquidation or
winding up unless proportionate distributive
amounts shall be paid on account of the Preferred
Shares, ratably, in proportion to the full
distributable amounts for which holders of all
such parity shares are respectively entitled upon
such dissolution, liquidation or winding up.
(5) Upon the voluntary or involuntary
dissolution, liquidation or winding up of the
Corporation, the holders of the Preferred Shares
then outstanding shall be entitled to be paid out
of the assets of the Corporation available for
distribution to its stockholders all amounts to
which such holders are entitled pursuant to
paragraph (1) of this Section (f) before any
payment shall be made to the holders of any class
of capital stock of the Corporation ranking junior
upon liquidation to the Preferred Shares.
(g) Ranking of Classes of Stock. For purposes of
this resolution, any stock of any class or classes of
the Corporation shall be deemed to rank:
(1) prior to the Preferred Shares, either as
to dividends or upon liquidation, if the holders
of such class or classes shall be entitled to the
receipt of dividends or of amounts distributable
upon voluntary or involuntary dissolution,
liquidation or winding up of the Corporation, as
the case may be, in preference or priority to the
holders of the Preferred Shares;
(2) on a parity with the Preferred Shares,
either as to dividends or upon liquidation,
whether or not the dividend rates, dividend
payment dates or redemption or liquidation prices
per share or sinking fund provisions, if any, be
different from those of the Preferred Shares, if
the holders of such stock shall be entitled to the
receipt of dividends or of amounts distributable
upon voluntary or involuntary dissolution,
liquidation or winding up of the Corporation, as
the case may be, in proportion to their respective
dividend rates or liquidation prices, without
preference or priority, one over the other, as
between the holders of such stock and the holders
of the Preferred Shares; and
(3) junior to the Preferred Shares, either
as to dividends or upon liquidation, if such class
shall be Common Stock or if the holders of the
Preferred Shares shall be entitled to receipt of
dividends or of amounts distributable upon
voluntary or involuntary dissolution, liquidation
or winding up of the Corporation, as the case may
be, in preference or priority to the holders of
shares of such class or classes."
IN WITNESS WHEREOF, Shawmut National Corporation
has caused its corporate seal to be hereunto affixed and
this Certificate to be signed by its __________,
_______________, and attested by its Secretary, J. Michael
Shepherd, this ____ day of January, 1995.
SHAWMUT NATIONAL CORPORATION
By:_________________________
Name:
Title:
[Corporate Seal]
Attest:
______________________
Secretary
