EXHIBIT 4Rights Agreement • January 22nd, 1997 • Old Kent Financial Corp /Mi/ • State commercial banks • Michigan
Title: 6-5/8% Subordinated Notes due November 15, 2005 Rank: Subordinated Current ratings: S&P - A-; Moody's - Baal Interest rate or formula: 6-5/8% per annum Interest Payment Dates: May 15 and November 15, commencing May 15, 1996 Regular Record...Terms Agreement • November 15th, 1995 • Old Kent Financial Corp /Mi/ • State commercial banks
We understand that Old Kent Financial Corporation (the "Company") proposes to issue and sell $100,000,000.00 aggregate principal amount of its 6-5/8% Subordinated Notes due November 15, 2005 (the "Offered Securities"). The Underwriters named below, severally and not jointly, offer to purchase, subject to the terms and provisions of the above referenced Purchase Agreement, which is incorporated herein in its entirety and made a part hereof, to purchase the principal amount of Offered Securities set forth opposite their respective names.
UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
EXHIBIT 1(a) $___________________________ OLD KENT CAPITAL TRUST [II, III, OR IV] [________%] [VARIABLE RATE] SUBORDINATED CAPITAL INCOME SECURITIES (LIQUIDATION AMOUNT $_________ PER SECURITY) UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
EXHIBIT 10.24Executive Severance Agreement • March 15th, 1999 • Old Kent Financial Corp /Mi/ • State commercial banks
EXHIBIT 4Rights Agreement • December 31st, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks • Michigan
Exhibit 2 Agreement and Power of Attorney OLD KENT FINANCIAL CORPORATION hereby appoints OLD KENT BANK as its ongoing attorney-in-fact for the purpose of executing and filing statements on Schedule 13G reports required by the Securities and Exchange...Power of Attorney • February 16th, 1999 • Old Kent Financial Corp /Mi/ • State commercial banks
OLD KENT FINANCIAL CORPORATION hereby appoints OLD KENT BANK as its ongoing attorney-in-fact for the purpose of executing and filing statements on Schedule 13G reports required by the Securities and Exchange Commission and agrees that one statement may be filed on behalf of Old Kent Financial Corporation and all its subsidiaries. Copies of this Agreement and Power of Attorney may be accepted as originals. This appointment shall be effective until terminated in writing by Old Kent Financial Corporation.
EXHIBIT 1.3 [Warrants Units] OLD KENT FINANCIAL CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
Execution Copy THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated as of November 20, 2000 (the "Agreement"), by and...Stock Option Agreement • November 21st, 2000 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
EXHIBIT 4.5Security Agreement • March 5th, 1997 • Old Kent Financial Corp /Mi/ • State commercial banks
EXHIBIT 2.2 STOCK OPTION AGREEMENTStock Option Agreement • February 26th, 1999 • Old Kent Financial Corp /Mi/ • State commercial banks • Michigan
DEPOSIT AGREEMENT _________________Deposit Agreement • August 14th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
GUARANTEE AGREEMENTGuarantee Agreement • July 20th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
EXHIBIT 1Debt Securities Purchase Agreement • November 15th, 1995 • Old Kent Financial Corp /Mi/ • State commercial banks • Michigan
EXHIBIT 2.1 CONFORMED COPY AGREEMENT AND PLAN OF MERGERMerger Agreement • February 26th, 1999 • Old Kent Financial Corp /Mi/ • State commercial banks • Michigan
EXHIBIT 4.7Capital Security Agreement • April 30th, 1997 • Old Kent Financial Corp /Mi/ • State commercial banks
This Capital Security is a Global Security within the meaning of the Declaration hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation ("DTC"), or a nominee of DTC. Notwithstanding the provisions of Section 7.8 of the Declaration, unless and until it is exchanged in whole or in part for Capital Securities in definitive registered form, a Global Security representing all or a part of the Capital Securities may not be transferred in the manner provided in Section 7.8 of the Declaration except as a whole by DTC to a nominee of DTC, or by a nominee of DTC to DTC or another nominee of DTC, or by DTC any such nominee to a successor Depositary or a nominee of such successor Depositary. Every Capital Security delivered upon registration or transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security subject to the foregoing, except in the limited circumstances described in the Declaration.
EXHIBIT 1(c) [______%] [FLOATING RATE] JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES SERIES [II, III, OR IV] PURCHASE AGREEMENT THIS [_____%] [FLOATING RATE] JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES SERIES [II, III OR IV] PURCHASE...Purchase Agreement • July 20th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
EXHIBIT 4.7Guarantee Agreement • March 4th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
BETWEENMerger Agreement • March 22nd, 1999 • Old Kent Financial Corp /Mi/ • State commercial banks • Michigan
EXHIBIT 2.2 STOCK OPTION AGREEMENT This Stock Option Agreement (the "AGREEMENT") is made as of March 18, 1999, by and between Old Kent Financial Corporation, a Michigan corporation ("GRANTEE"), and Pinnacle Banc Group, Inc., an Illinois corporation...Stock Option Agreement • March 22nd, 1999 • Old Kent Financial Corp /Mi/ • State commercial banks • Michigan
EXHIBIT 10.21 EXECUTIVE SEVERANCE AGREEMENT As of February 28, 1998, each of the following officers have entered into an Executive Severance Agreement identical to the form of Executive Severance Agreement that is incorporated by reference from...Executive Severance Agreement • March 4th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks
As of February 28, 1998, each of the following officers have entered into an Executive Severance Agreement identical to the form of Executive Severance Agreement that is incorporated by reference from Exhibit 10.18 of the Company's Form 8-K filed March 5, 1997:
EXHIBIT 3 Old Kent Financial Corporation ISSUER to Bankers Trust Company TRUSTEE SUBORDINATED INDENTURE _________________ Dated as of November 1, 1995 Subordinated Debt Securities OLD KENT FINANCIAL CORPORATION Reconciliation and tie between Trust...Subordinated Indenture • November 15th, 1995 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
EXHIBIT 1(b) COMMON SECURITIES PURCHASE AGREEMENT THIS COMMON SECURITIES PURCHASE AGREEMENT ("Agreement"), dated as of __________, _____, is by and between OLD KENT CAPITAL TRUST [II, III, or IV], a Delaware statutory business trust (the "Trust"), and...Common Securities Purchase Agreement • July 20th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
Exhibit 2.2 to Form 8-K/9-10-99 EXHIBIT 2.2 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (the "Agreement") is made as of September 9, 1999, by and between OLD KENT FINANCIAL CORPORATION, a Michigan corporation ("Grantee"), and GRAND PREMIER...Stock Option Agreement • September 13th, 1999 • Old Kent Financial Corp /Mi/ • State commercial banks • Michigan
OFDeclaration of Trust • July 20th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks
EXHIBIT 99.3Exchange Agent Agreement • April 30th, 1997 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
andWarrant Agreement • August 14th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks
EXHIBIT 10.22 INDEMNITY AGREEMENT As of February 28, 1998, each of the following directors have entered into an Indemnity Agreement identical to the form of Indemnity Agreement that is incorporated by reference from Exhibit 10(c) of the Company's Form...Indemnity Agreement • March 4th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks
As of February 28, 1998, each of the following directors have entered into an Indemnity Agreement identical to the form of Indemnity Agreement that is incorporated by reference from Exhibit 10(c) of the Company's Form 10-Q Quarterly Report for the fiscal quarter ended June 30, 1997:
EXHIBIT 4.4Registration Rights Agreement • April 30th, 1997 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
EXHIBIT 10.25 INDEMNITY AGREEMENT As of February 28, 1999, each of the following directors have entered into an Indemnity Agreement identical to the form of Indemnity Agreement that is incorporated by reference from Exhibit 10(c) of the Company's Form...Indemnity Agreement • March 15th, 1999 • Old Kent Financial Corp /Mi/ • State commercial banks
As of February 28, 1999, each of the following directors have entered into an Indemnity Agreement identical to the form of Indemnity Agreement that is incorporated by reference from Exhibit 10(c) of the Company's Form 10-Q Quarterly Report for the fiscal quarter ended June 30, 1997:
andMerger Agreement • November 21st, 2000 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
OLD KENT, FIFTH THIRD SIGN AGREEMENTS FOR SIX BANKING CENTERSSale Agreement • March 23rd, 2001 • Old Kent Financial Corp /Mi/ • State commercial banks
Grand Rapids, Michigan -- Fifth Third Bancorp and Old Kent Financial Corporation have signed definitive agreements for the sale of six banking centers to Chemical Financial Corporation affiliates and 1st Source Bank. The divestitures of these banking centers is required as a condition to the regulatory approval of the Fifth Third/Old Kent merger.
EXHIBIT 10(q)Restricted Stock Agreement • February 23rd, 1996 • Old Kent Financial Corp /Mi/ • State commercial banks
OKFC Form 8-K 3-2-2000 Exhibit 10.25 EXHIBIT 10.25 EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • March 2nd, 2000 • Old Kent Financial Corp /Mi/ • State commercial banks
EXHIBIT 10(p) OLD KENT FINANCIAL CORPORATION RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement is made as of June 20, 1994, between OLD KENT FINANCIAL CORPORATION ("Old Kent") and ROBERT H. WARRINGTON ("Employee"). Old Kent has awarded...Restricted Stock Agreement • February 23rd, 1996 • Old Kent Financial Corp /Mi/ • State commercial banks
