EXHIBIT 4.14
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DEPOSIT AGREEMENT
among
BANK OF AMERICA CORPORATION,
_____________________________, As Depositary
AND
THE HOLDERS FROM TIME TO TIME OF
THE DEPOSITARY RECEIPTS DESCRIBED HEREIN
Dated as of __________, 19__
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TABLE OF CONTENTS
Page
PARTIES......................................................................1
RECITALS.....................................................................1
ARTICLE I
Definitions
ARTICLE II
Form of Receipts, Deposit of Shares, Execution and Delivery,
Transfer, Surrender and Redemption of Receipts
Section 2.1. FORM AND TRANSFER OF RECEIPTS..................................2
Section 2.2. DEPOSIT OF SHARES; EXECUTION AND DELIVERY OF RECEIPTS IN
RESPECT THEREOF................................................3
Section 2.3. REDEMPTION OF SHARES...........................................4
Section 2.4. REGISTRATION OF TRANSFER OF RECEIPTS...........................5
Section 2.5. SPLIT-UPS AND COMBINATIONS OF RECEIPTS; SURRENDER OF RECEIPTS
AND WITHDRAWAL OF SHARES.......................................5
Section 2.6. LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND
EXCHANGE OF RECEIPTS...........................................6
Section 2.7. LOST RECEIPTS, ETC.............................................6
Section 2.8. CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS...........6
ARTICLE III
Certain Obligations of the Holders
of Receipts and the Company
Section 3.1. FILING PROOFS, CERTIFICATES AND OTHER INFORMATION..............6
Section 3.2. PAYMENT OF TAXES OR OTHER GOVERNMENTAL CHARGES.................7
Section 3.3. WARRANTY AS TO SHARES..........................................7
ARTICLE IV
The Deposited Securities; Notices
Section 4.1. CASH DISTRIBUTIONS.............................................7
Section 4.2. DISTRIBUTIONS OTHER THAN CASH..................................7
Section 4.3. SUBSCRIPTION RIGHTS, PREFERENCES OR PRIVILEGES.................8
Section 4.4. NOTICE OF DIVIDENDS, ETC.; FIXING OF RECORD DATE FOR HOLDERS
OF RECEIPTS....................................................9
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Section 4.5. VOTING RIGHTS..................................................9
Section 4.6. CHANGES AFFECTING DEPOSITED SECURITIES AND RECLASSIFICATIONS,
RECAPITALIZATIONS, ETC.........................................9
Section 4.7. INSPECTION OF REPORTS.........................................10
Section 4.8. LISTS OF RECEIPT HOLDERS......................................10
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.........................................10
Section 5.2. PREVENTION OF OR DELAY IN PERFORMANCE BY THE DEPOSITARY, THE
DEPOSITARY'S AGENTS, THE REGISTRAR OR THE COMPANY.............11
Section 5.3. OBLIGATIONS OF THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE
REGISTRAR AND THE COMPANY.....................................11
Section 5.4. RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF
SUCCESSOR DEPOSITARY..........................................12
Section 5.5. CORPORATE NOTICES AND REPORTS.................................12
Section 5.6. INDEMNIFICATION BY THE COMPANY................................13
Section 5.7. CHARGES AND EXPENSES..........................................13
ARTICLE VI
Amendment and Termination
Section 6.1. AMENDMENT.....................................................13
Section 6.2. TERMINATION...................................................13
ARTICLE VII
Miscellaneous
Section 7.1. COUNTERPARTS..................................................14
Section 7.2. EXCLUSIVE BENEFIT OF PARTIES..................................14
Section 7.3. INVALIDITY OF PROVISIONS......................................14
Section 7.4. NOTICES.......................................................14
Section 7.5. DEPOSITARY'S AGENTS...........................................15
Section 7.6. HOLDERS OF RECEIPTS ARE PARTIES...............................15
Section 7.7. GOVERNING LAW.................................................15
Section 7.8. INSPECTION OF DEPOSIT AGREEMENT...............................15
Section 7.9. HEADINGS......................................................15
Testimonium.................................................................16
Signatures..................................................................17
Exhibit A: Depositary Receipt..............................................18
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DEPOSIT AGREEMENT
dated as of __________, 19__,
among
BANK OF AMERICA CORPORATION,
a Delaware corporation,
____________________, a __________ corporation,
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 [insert designation of preferred stock],
par value _____, of BANK OF AMERICA CORPORATION with the Depositary for the
purposes set forth in this Deposit Agreement and for the issuance hereunder of
Receipts (as hereinafter defined) evidencing Depositary Shares (as hereinafter
defined), in respect of the Shares (as hereinafter defined) so deposited; and
WHEREAS, the Receipts are to be substantially in the form of Exhibit A
attached hereto, with appropriate insertions, modifications and omissions, as
hereinafter provided in this Deposit Agreement;
NOW, THEREFORE, in consideration of the premises, the parties hereto agree
as follows:
ARTICLE I
Definitions
The following definitions shall for all purposes, unless otherwise
indicated, apply to the respective terms used in this Deposit Agreement and the
Receipts:
"Certificate of Designation" shall mean the Certificate of Designation
filed with the Secretary of State of Delaware establishing the Shares as a
series of preferred stock of the Company.
"Company" shall mean Bank of America 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 __________, and any successor as Depositary
hereunder.
"Depositary Shares" shall mean depositary shares, each representing
[specify fraction] interest in a Share and evidenced by a Receipt.
"Depositary's Agent" shall mean an agent appointed by the Depositary
pursuant to Section 7.5.
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"Depositary's Office" shall mean the principal office of the Depositary in
[The City of New York], at which at any particular time its depositary receipt
business shall be administered.
"Receipt" shall mean one of the depositary receipts issued hereunder,
whether in definitive or temporary form.
"Record Holder" as applied with respect 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 any bank or trust company which shall be appointed
to register ownership and transfer of Receipts as herein provided.
"Shares" shall mean shares of the Company's [insert designation of
preferred stock], without par value.
ARTICLE II
Form of Receipts, Deposit of Shares, 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 and shall be
substantially in the form set forth in Exhibit A attached to this Deposit
Agreement and incorporated herein by reference, 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 Shares, as the case may be, delivered in compliance with Section
2.2, shall execute and deliver temporary Receipts which are printed,
lithographed, typewritten, photocopied 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 the office described in 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 Shares, as definitive Receipts.
Receipts shall be executed by the Depositary by the manual signature of a
duly authorized officer of the Depositary; PROVIDED, HOWEVER, 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 counter-signed by
manual signature of 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
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unless it shall have been executed manually by a duly authorized officer of the
Depositary or, if a Registrar for the Receipts shall have been appointed, by
manual or facsimile signature of a duly authorized officer of the Depositary and
countersigned manually 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 up to but not in excess of __________ Depositary Shares for any
particular Receipt.
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 Shares, 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 2.4, 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 dividends or other distributions or to any
notice provided for in this Deposit Agreement and for all other purposes.
Section 2.2. DEPOSIT OF SHARES; EXECUTION AND DELIVERY OF RECEIPTS IN
RESPECT THEREOF. Subject to the terms and conditions of this Deposit Agreement,
the Company may from time to time deposit Shares under this Deposit Agreement by
delivery to the Depositary of a certificate or certificates for the Shares 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 Depositary, 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 interests in such
deposited Shares.
Deposited Shares 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 Shares
deposited in accordance with the provisions of this Section, together with the
other documents required as above specified, and upon recordation of the Shares
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 for the number of Depositary Shares relating to the
Shares so deposited and registered in such name
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or names as may be requested by such person or persons. The Depositary shall
execute and deliver such Receipt 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.
Other than in the case of splits, combinations, or other reclassifications
affecting the Shares, or in the case of dividends or other distributions of
Shares, if any, there shall be deposited hereunder not more than __________
shares of Shares.
Section 2.3. REDEMPTION OF SHARES. Whenever the Company shall elect to
redeem Shares, it shall (unless otherwise agreed in writing with the Depositary)
give the Depositary not less than 40 nor more than 60 days' notice of the date
of such proposed redemption of Shares. On the date of such redemption, provided
that the Company shall then have paid in full to the Depositary the redemption
price of the Shares to be redeemed, the Depositary shall redeem the Depositary
Shares relating to such Shares. The Depositary shall mail notice of such
redemption and the proposed simultaneous redemption of the number of Depositary
Shares representing the Shares to be redeemed, first-class postage prepaid, not
less than 30 and not more than 45 days prior to the date fixed for redemption of
such Shares and Depositary Shares (the "Redemption Date"), to the Record Holders
of the Receipts evidencing the Depositary Shares to be so redeemed, at the
addresses of such holders as they appear on the records of the Depositary; but
neither failure to mail any such notice to one or more such holders nor any
defect in any notice to one or more such holders shall affect the sufficiency of
the proceedings for redemption as to 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 Shares underlying the Depositary
Shares to be redeemed will cease to accumulate at the close of business on the
business day next preceding 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 lot or pro rata as may be determined by the
Depositary.
Notice having been mailed by the Depositary as aforesaid, from and after
the Redemption Date (unless the Company shall have failed to redeem the Shares
to be redeemed by it as set forth in the Company's notice provided for in the
preceding paragraph), all dividends in respect of the Shares so called for
redemption shall cease to accumulate, the Depositary Shares being redeemed from
such proceeds shall be deemed no longer to be outstanding, 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, upon surrender in accordance with such notice of the
Receipts evidencing any such Depositary Shares (properly endorsed or assigned
for transfer, if the Depositary shall so require), such Depositary Shares shall
be redeemed by the Depositary at a redemption price per Depositary Share equal
to [specify fraction] of the redemption price per share paid in respect of the
Shares plus all money and other property, if any, underlying such Depositary
Shares, including all amounts paid by the Company in respect of dividends which
on the Redemption Date have accumulated on the Shares to be so redeemed and have
not therefore been paid.
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If less than all 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.
Section 2.4. 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 2.5. SPLIT-UPS AND COMBINATIONS OF RECEIPTS; SURRENDER OF RECEIPTS
AND WITHDRAWAL OF SHARES. 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 may withdraw such Shares 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 and all money and other
property, if any, represented by the Receipt or Receipts so surrendered for
withdrawal, but holders of such whole Shares will not thereafter be entitled to
deposit such Shares 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 to be so withdrawn,
the Depositary shall at the same time, in addition to such number of whole
Shares and such money and other property, if any, to be so withdrawn, deliver to
such holder, or (subject to Section 2.3) upon such holder's order, a new Receipt
evidencing such excess number of Depositary Shares. Delivery of the Shares and
money and other property, if any, 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 Shares and the money and other property, if any, 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 Shares, such holder
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 be properly endorsed in
blank or accompanied by a properly executed instrument of transfer in blank
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Delivery of the Shares 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 2.6. 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 delivery of Receipts against Shares 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 shareholders 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 2.7. LOST RECEIPTS, ETC. In case any Receipt shall be mutilated,
destroyed, lost or stolen, the Depositary in its discretion may execute and
deliver a Receipt of like form and tenor in exchange and substitution for such
mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or
stolen Receipt, upon (i) the filing by the holder thereof with the Depositary of
evidence satisfactory to the Depositary of such destruction or loss or theft of
such Receipt, of the authenticity thereof and of his or her ownership thereof
and (ii) the furnishing of the Depositary with reasonable indemnification
satisfactory to it.
Section 2.8. 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, any cancelled receipts held by the Depositary shall be delivered to
the Company or disposed of as directed by the Company.
ARTICLE III
Certain Obligations of the 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
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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 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 Shares 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 all or any part of the Shares 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 SHARES. The Company hereby represents and
warrants that the Shares, when issued, will be validly issued, fully paid and
nonassessable. Such representation and warranty shall survive the deposit of the
Shares 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 with respect to Shares, 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 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 Shares an amount on account of taxes, and the
amount made available for distribution or distributed in respect of Depositary
Shares shall be reduced accordingly. The Depositary shall distribute or make
available for distribution, as the case may be, only such amount, however, as
can be distributed without attributing to any holder of Depositary Shares a
fraction of one cent, and any balance not so distributable shall be held by the
Depositary (without liability for interest thereon) and shall be added to and be
treated as part of the next sum received by the Depositary for distribution to
record holders of Receipts then outstanding.
Section 4.2. DISTRIBUTIONS OTHER THAN CASH. Whenever the Depositary shall
receive any distribution other than cash with respect to Shares, 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
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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.
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 Shares are 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 the 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, subject to Sections 3.1 and 3.2, shall 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 1933, as amended, 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 a 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
such Act.
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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 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 OF 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 Shares are entitled to vote or of which holders of Shares are entitled to
notice or whenever the Depositary and the Company shall decide it is
appropriate, the Depositary shall in each such instance fix a record date (which
shall be the same date as the record date fixed by the Company with respect to
the Shares) for the determination of holders of Receipts who shall be entitled
hereunder 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 Shares 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 instruct the Depositary as to the exercise
of the voting rights pertaining to the amount of Shares underlying 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 Record Holders of
Receipts as of such 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 underlying the
Depositary Shares evidenced by all Receipts as to which any particular voting
instructions are received. The Company hereby agrees to take all action which
may be deemed necessary by the Depositary in order to enable the Depositary to
vote such Shares or cause such Shares to be voted. In the absence of specific
instructions from a Record Holder of a Receipt, the Depositary will abstain from
voting (but, at its discretion, not from appearing at any meeting with respect
to such Shares unless directed to the contrary by the holders of all the
Receipts) to the extent of the Shares representing 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 Shares, or upon any
recapitalization, reorganization, merger or consolidation or similar transaction
or the sale of all or substantially all the Company's assets 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 (a) the fraction of an interest
in one Share underlying one Depositary Share and (b) the ratio of the redemption
price per
9
Depositary Share to the redemption price of a Share, in each case as may be
necessary fully to reflect the effects of such change in par or stated value,
split-up, combination or other reclassification of Shares, or of such
recapitalization, reorganization, merger, or consolidation or sale and (ii)
treat any securities which shall be received by the Depositary in exchange for
or upon conversion of or in respect of the Shares as new deposited securities so
received in exchange for or upon conversion or in respect of such Shares. 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.
Section 4.7. INSPECTION OF REPORTS. The Depositary shall make available
for inspection by holders of Receipts at the Depositary's Office, and at such
other places as it may from time to time deem advisable, any reports and
communications received from the Company which are received by the Depositary as
the holder of Stock.
Section 4.8. LISTS OF RECEIPT HOLDERS. Promptly upon request from time to
time by the Company, the Depositary shall furnish to it a list, as of a recent
date, of the names, addresses and holdings of Depositary Shares of all persons
in whose names Receipts are registered on the books of the Depositary or
Registrar, as the case may be.
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, however, 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.
10
If the Receipts or the Depositary Shares evidenced thereby or the Shares
underlying such Depositary Shares shall be listed on the New York Stock
Exchange, Inc., the Depositary shall, with the approval of the Company, 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 (which may be the Depositary if so permitted by the requirements of
such Exchange) may be removed and a substitute registrar appointed by the
Depositary upon the request or with the approval of the Company. If the
Receipts, such Depositary Shares or such Shares 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 Shares
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 Articles of Incorporation (including the
Articles of Amendment) or by reason of any act of God or war or other
circumstance beyond the control of the relevant party, the Depositary, the
Depositary's Agent, the Registrar or the Company shall be prevented or forbidden
from, or subjected to any penalty on account of, doing or performing any act or
thing which the terms of this Deposit Agreement provide shall be done or
performed; nor shall the Depositary, any Depositary's Agent, any Registrar or
the Company incur any 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 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 case of any such
exercise or failure to exercise discretion not caused as aforesaid, if caused by
the gross negligence or willful misconduct of the party charged with such
exercise or failure to exercise.
Section 5.3. OBLIGATIONS OF THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE
REGISTRAR AND THE COMPANY. Neither the Depositary nor any Depositary's Agent nor
any Registrar nor the Company assumes any obligation or shall be subject to any
liability under this Deposit Agreement to holders of Receipts other than for its
gross negligence or willful misconduct.
Neither the Depositary nor any Depositary's Agent nor any Registrar nor
the Company shall be under any obligation to appear in, prosecute or defend any
action, suit or other proceeding in respect of the Shares, 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 Shares 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
11
Depositary, any Depositary's Agent, any Registrar and the Company may each rely
and shall each be protected in acting upon any written notice, request,
direction or other document believed by it to be genuine and to have been signed
or presented by the proper party or parties.
The Depositary shall not be responsible for any failure to carry out any
instruction to vote any of the Shares or for the manner or effect of any such
vote, as long as any such action or nonaction 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
against any liability which may arise out of acts performed or omitted by the
Depositary or its agents due to its or their negligence or bad faith. The
Depositary, the Depositary's Agents, any Registrar and the Company 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 or 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 notice of its election so to be delivered 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 only upon the
appointment of a successor Depositary and its acceptance of such appointment as
hereinafter provided.
In case the Depositary acting hereunder shall at any time 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
$5,000,000. 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 sum 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 Shares 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. 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
12
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 address
furnished to it pursuant to Section 4.8, all notices and reports (including
without limitation financial statements) required by law, the rules of any
national securities exchange upon which the Shares, the Depositary Shares or the
Receipts are listed or by the Company's Restated Articles of Incorporation
(including the Articles of Amendment) to be furnished by the Company to holders
of Shares. 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 costs and
expenses of defending itself) which may arise out of (i) acts performed or
omitted in connection with this Agreement and the Receipts (a) by the
Depositary, any Registrar or any of their respective agents (including any
Depositary's Agent), except for any liability arising out of negligence or bad
faith on the respective parts of any such person or persons, or (b) by the
Company or any of its agents, or (ii) the offer, sale or registration of the
Receipts or the Shares pursuant to the provisions hereof.
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 Shares and the initial issuance of
the Depositary Shares, and redemption of the Shares 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, 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
once every three months or at such other 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 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
13
consent and agree to such amendment and to be bound by the Deposit Agreement as
amended thereby.
Section 6.2. TERMINATION. This Agreement may be terminated by the Company
or the Depositary only after (i) all outstanding Depositary Shares shall have
been redeemed pursuant to Section 2.3 or (ii) there shall have been made a final
distribution in respect of the Shares in connection with any liquidation,
dissolution or winding up of the Company.
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 telegram or telex
confirmed by letter, addressed to the Company at Bank of America βββββββββ
ββββββ, βββββββββ, βββββ ββββββββ βββββ, Attention:____________________, 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 telex confirmed by
letter, addressed to the Depositary at the Depositary's Office, at
________________________________- , or at any other address of which the
Depositary shall have notified the Company in writing.
Any and all notices to be given to any record holder of a Receipt
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail or by telegram or telex
confirmed by letter, addressed to such record holder at the address
14
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 telex 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 telex message) is deposited,
postage prepaid, in a post office letter box. The Depositary or the Company may,
however, act upon any telegram or telex message received by it from the other or
from any holder of a Receipt, notwithstanding that such telegram or telex
message 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.
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 Agents and
shall be open to inspection during business hours at the Depositary's Office and
the respective offices of the Depositary's Agents, if any, by any holder of a
Receipt.
Section 7.9. 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.
Attested by: BANK OF AMERICA CORPORATION
By
--------------------------------- ---------------------------------------
Secretary Vice President
----------- -----------
15
[Seal]
Attested-by:
-------------------------------------------
[DEPOSITARY]
By
---------------------------------- ----------------------------------------
Secretary Authorized Officer
------------
Title:
------------------------------------
[Seal]
EXHIBIT A
BANK OF AMERICA CORPORATION
(FORM OF FACE OF RECEIPT)
NEITHER THE DEPOSITARY SHARES NOR THE SHARES (EACH AS DEFINED BELOW) ARE
DEPOSITS OF BANK OF AMERICA CORPORATION OR ANY BANKING SUBSIDIARY THEREOF AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.
[TEMPORARY RECEIPT - Exchangeable for Definitive Engraved Receipt When Ready
for Delivery]
NUMBER _____ DEPOSITARY SHARES
CERTIFICATE FOR (NOT MORE THAN) __________ DEPOSITARY SHARES
TDR- ____
DEPOSITARY RECEIPT FOR DEPOSITARY SHARES,
REPRESENTING PREFERRED STOCK, SERIES ___ OF
BANK OF AMERICA CORPORATION
[CUSIP __________]
INCORPORATED UNDER THE LAWS OF SEE REVERSE FOR
THE STATE OF DELAWARE CERTAIN DEFINITIONS
_____________________, as Depositary (the "Depositary"), hereby certifies
that ______________ is the registered owner of _________ DEPOSITARY SHARES
("Depository Shares"), each Depositary Share representing [specify fraction]
of one share of Preferred Stock, Series ___, par value _______ (the "Shares"),
of Bank of America Corporation, a Delaware corporation (the "Corporation"), on
deposit with the Depositary, subject to the terms and entitled to
16
the benefits of the Deposit Agreement dated as of ________, 19___ (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. [The Shares and
Depositary Shares are redeemable on and after _________, 19___, at the option
of the Corporation.] This Depositary Receipt shall not be valid or obligatory
for any purpose or entitled to any benefits under the Deposit Agreement unless
it shall have been executed by the Depositary by the manual signature of a
duly authorized officer or, if executed in facsimile by the Depositary,
countersigned by a Registrar in respect of the Depositary Receipts by the
manual signature of a duly authorized officer thereof.
17
Dated: Countersigned:
------------------- -------------------- --------------------
Depositary Registrar Transfer Agent
By: By: [By: ]
Authorized Officer Authorized Officer Authorized Officer
18
[FORM OF REVERSE OF RECEIPT]
BANK OF AMERICA CORPORATION
BANK OF AMERICA CORPORATION WILL, UPON REQUEST, FURNISH ANY HOLDER OF A
RECEIPT WITHOUT CHARGE A COPY OF THE DEPOSIT AGREEMENT AND A COPY OF THE
PORTIONS OF THE CERTIFICATE OF DESIGNATION OR RESOLUTIONS CONTAINING THE
DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ALL SHARES AND ANY
CLASS OR SERIES THEREOF. [ANY SUCH REQUEST IS TO BE ADDRESSED TO THE TRANSFER
AGENT NAMED ON THE FACE OF THIS RECEIPT.]
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED,
THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE
OF A REPLACEMENT CERTIFICATE.
The following abbreviations, when used in the inscription on the face of
this Receipt, 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 _______
(Cust) (Minor)
TEN ENT -- as tenants by the Under Uniform Gifts to Minors
entireties Act ______________________
(State)
JT TEN -- as joint tenants with
right of survivorship
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
For value received, the undersigned hereby sells, assigns and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
--------------------------------------------------------------------------------
(Please print or typewrite name and address; including postal zip code of
Assignee)
______________________________________________________________ Depositary Shares
represented by the within receipt, and do hereby irrevocably constitute and
appoint ____________________________________________ Attorney to transfer the
said Depositary Shares on the books of the within-named Depositary with
full power of substitution in the premises.
19
Dated:
------------ ----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Receipt in every
particular, without alteration or
enlargement or any change whatever
Signature Guaranteed:
-------------------------
-------------------------
20
