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 OLD KENT
FINANCIAL CORPORATION, a Michigan corporation with its principal office in
Grand Rapids, Michigan (the "Company").
WHEREAS, the Company, the Trust, and ________________, as
representative[s] of the several underwriters named therein, have entered
into an Underwriting Agreement dated as of __________, _____ (the
"Underwriting Agreement"), relating to the purchase and sale of the Trust's
[____%] [Floating Rate] Subordinated Capital Income Securities, Series [II,
III or IV], liquidation amount $_____ per security (the "Capital
Securities" and together with the Guarantee (as defined in the Underwriting
Agreement), the "Securities"); and
WHEREAS, in connection with the purchase and sale of the
Securities, the Company, as sponsor of the Trust, desires to purchase from
the Trust, and the Trust desires to sell to the Company, [____%] [Floating
Rate] Common Securities, liquidation amount $1,000.00 per security (the
"Common Securities"), of the Trust.
NOW, THEREFORE, the parties hereto agree, intending to be legally
bound, as follows:
1. PURCHASE AND SALE. In reliance upon the representations and
warranties herein set forth, the Company and the Trust agree that the Trust
will sell to the Company, and the Company will purchase from the Trust,
_________ Common Securities at an aggregate purchase price of $_________.
2. DELIVERY AND PAYMENT. Delivery of and payment for the Common
Securities shall be made at 9:30 a.m. New York City time on the Closing
Date (as defined in the Underwriting Agreement), or at such other date and
time as may be agreed upon by the parties hereto. Delivery of the Common
Securities shall be made to the Company against payment by the Company of
the purchase price thereof to or upon the order of the Trust by wire
transfer of immediately available funds or such other manner of payment as
may be agreed upon by the parties hereto.
3. REPRESENTATIONS AND WARRANTIES.
(a) The Trust represents and warrants that the Common
Securities have been duly and validly authorized and, when
executed and authenticated against payment therefor in accordance
with the provisions of the Amended and Restated Declaration of
Trust of the Trust dated as of __________, ____ (the "Declaration
of Trust"), will be validly issued, fully paid, and
nonassessable.
(b) The Company represents and warrants that the Common
Securities are being acquired for investment and not with a view
to distribution or resale and, by its acceptance of the Common
Securities, agrees to be bound by the provisions of the
Declaration of Trust.
4. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.
The parties hereto have caused this Agreement to be duly executed
by their respective officers as of the date first written above.
OLD KENT CAPITAL TRUST [II, III or IV]
By _____________________________________
Name:
Title: Regular Trustee
OLD KENT FINANCIAL CORPORATION
By _____________________________________
Name:
Title:
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