EXHIBIT 99(F)
December 2, 1996
Fleet Financial Group, Inc.
00 Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
LETTER OF AGREEMENT
This Letter of Agreement (the "Agreement") sets forth the terms and
conditions under which Xxxxxxxxx & Company Inc. ("Xxxxxxxxx") has been retained
by Fleet Financial Group, Inc. ("Fleet") as Information Agent for its exchange
offer for shares of Fleet's Series V 7.25% Perpetual Preferred Stock. The term
of the Agreement shall be the term of the Offer, including any extensions
thereof.
1. During the term of the Agreement, Xxxxxxxxx will: provide advice and
consultation with respect to the planning and execution of the Offer;
assist in the preparation and placement of newspaper ads; assist in the
distribution of Offer documents to brokers, banks, nominees,
institutional investors, and other shareholders and investment community
accounts; answer collect telephone inquiries from shareholders and their
representatives; and, if requested, call individuals who are registered
holders.
2. Fleet will pay Xxxxxxxxx a fee of $15,000.00, of which half is payable
in advance per the enclosed invoice and the balance at the expiration of
the Offer, plus an additional fee to be mutually agreed upon if the Offer
is extended more than thirty days beyond the initial expiration date. In
addition Xxxxxxxxx will charge a fee of $5.00 per call for each incoming
or outgoing telephone call made to or received from individual
shareholders of record or beneficial shareholders.
3. In connection with our services under this agreement, you agree to
reimburse us, or pay directly, or, where requested by us, advance
sufficient funds to us for payment for the following costs and expenses:
--expenses incidental to the Offer, including typesetting, printing,
distribution, mailing, postage and freight charges incurred by us on your
behalf;
--expenses we incur in working with your agents or other parties,
including bank threshold lists, data processing, charges for facsimile
transmissions or other forms of electronic communications, charges of
courier, and other such services authorized by you;
--expenses we incur at your request or for your convenience, including
printing additional and/or supplemental material, copying, and travel
expenses of our executives;
--fees and expenses authorized by you resulting from extraordinary
contingencies during the solicitation, including advertising, media
relations, stock watch and analytical services.
4. If requested, we will check, itemize and pay, on your behalf, from funds
provided by you, the charges of brokers and banks, with the exception of
ADP Proxy Services which will xxxx you directly, for forwarding Offer
material to beneficial owners. To ensure that we have sufficient funds in
your account to pay these bills promptly, you agree to provide us, at the
time we complete the initial delivery of this material, with a
preliminary payment equal to 75% of the anticipated broker and bank
charges for distributing this material. For this service, you will pay us
five dollars and fifty cents ($5.50) for each broker and bank invoice
paid by us. If you prefer to pay these bills directly, please strike out
and initial this clause before returning the Agreement to us.
5. Xxxxxxxxx hereby agrees not to make any representations not included in
the Offer documents.
6. Fleet agrees to indemnify and hold Xxxxxxxxx harmless against any loss,
damage, expense (including, without limitation, legal and other related
fees and expenses), liability or claim arising
out of Xxxxxxxxx'x fulfillment of the Agreement (except for any loss,
damage, expense, liability or claim arising out of Xxxxxxxxx'x own
negligence or misconduct). At its election, Fleet may assume the defense
of any such action. Xxxxxxxxx hereby agrees to advise Fleet of any such
liability or claim promptly after receipt of any notice thereof. The
indemnification contained in this paragraph will survive the term of the
Agreement.
7. Xxxxxxxxx agrees to preserve the confidentiality of all non-public
information provided by Fleet or its agents for our use in providing
services under this Agreement, or information developed by Xxxxxxxxx
based upon such non-public information.
If the above is agreed to by you, please sign and return the enclosed
duplicate of this Agreement to Xxxxxxxxx & Company Inc., Xxxx Xxxxxx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxx, Contract Administrator.
ACCEPTED: Sincerely,
FLEET FINANCIAL GROUP, INC. XXXXXXXXX & COMPANY INC.
By:
Xxx XxXxxxxxx
By: Senior Managing Director
Title:
Date:
