EXHIBIT 4.2
ASSIGNMENT AND ASSUMPTION OF
AND AMENDMENT #1 TO THE
DEPOSIT AGREEMENT
This Assignment and Assumption of and Amendment #1 to the Deposit
Agreement (this "Agreement") is made as of this 31st day of January, 1996, by
and among Boatmen's Bancshares, Inc., a corporation duly organized and existing
under the laws of the State of Missouri ("Boatmen's"), Acquisition Sub, Inc., a
corporation duly organized and existing under the laws of the State of Kansas
and wholly-owned subsidiary of Boatmen's ("Acquisition Sub"), Boatmen's Trust
Company, a corporation duly organized and existing under the laws of the State
of Missouri and wholly-owned subsidiary of Boatmen's (the "New Depositary") and
BANK IV, National Association, a national banking association and wholly-owned
subsidiary of Acquisition Sub (the "Old Depositary").
WITNESSETH:
WHEREAS, Fourth Financial Corporation, a corporation formerly duly
organized and existing under the laws of the State of Kansas ("Fourth"), the
Old Depositary and the holders of Receipts (as defined in the Deposit
Agreement) were the original parties to that certain Deposit Agreement, dated
February 24, 1992 (the "Deposit Agreement"), a copy of which is attached hereto
as Exhibit A, which provides for the deposit with the Old Depositary of shares
of Class A Cumulative Convertible Preferred Stock, $100 par value, of Fourth
and for the issuance of Receipts and under which the Old Depositary acts as
Registrar, Transfer Agent and Depositary (as such terms are defined in the
Deposit Agreement) with respect to said Receipts, all subject to the terms and
conditions set forth in the Deposit Agreement; and
WHEREAS, effective as of the date hereof, Fourth merged (the "Merger")
with and into Acquisition Sub pursuant to that certain Agreement and Plan of
Merger, dated August 25, 1995, by and among Boatmen's, Acquisition Sub and
Fourth (the "Merger Agreement"), under which Merger Acquisition Sub by
operation of law assumed the Deposit Agreement and pursuant to which Merger
Agreement the Class A Cumulative Convertible Preferred Stock, $100 par value,
of Fourth was converted into the right to a like number of shares of Cumulative
Convertible Preferred Stock, Series A, $100 stated value, of Boatmen's; and
WHEREAS, the parties hereto desire that Acquisition Sub assign and
Boatmen's assume the rights, privileges, duties and obligations that
Acquisition Sub acquired from Fourth under the Merger by operation of law which
arise or accrue after the date of this Agreement and which are set forth in the
Deposit Agreement, as amended herein; and
WHEREAS, the Old Depositary desires to resign as Registrar, Transfer
Agent and Depositary with respect to said Receipts and Boatmen's desires to
appoint the New Depositary as Registrar, Transfer Agent and Depositary with
respect to said Receipts, all subject to the terms and conditions set forth in
the Deposit Agreement; and
WHEREAS, the parties hereto desire to amend the Deposit Agreement as
set forth herein.
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
ASSIGNMENT, ASSUMPTION, RESIGNATION AND APPOINTMENT
Section 1.01. Assignment. Acquisition Sub hereby assigns to Boatmen's
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all of the rights, privileges, duties and obligations that Acquisition Sub
acquired from Fourth under the Merger by operation of law which arise or accrue
after the date of this Agreement and which are set forth in the Deposit
Agreement, as amended herein.
Section 1.02. Assumption. Boatmen's hereby assumes from Acquisition
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Sub all of the rights, privileges, duties and obligations that Acquisition Sub
acquired from Fourth under the Merger by operation of law which arise or accrue
after the date of this Agreement and which are set forth in the Deposit
Agreement, as amended herein.
Section 1.03. Resignation. Pursuant to Section 5.04 of the Deposit
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Agreement, the Old Depositary hereby resigns, effective immediately, as
Registrar, Transfer Agent and Depositary under the Deposit Agreement.
Section 1.04. Appointment and Acceptance. Pursuant to Section 5.04
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of the Deposit Agreement, (i) Boatmen's hereby appoints the New Depositary,
effective immediately, as Registrar, Transfer Agent and Depositary under the
Deposit Agreement, (ii) the New Depositary hereby accepts such appointment, and
(iii) the Old Depositary hereby (a) transfers to the New Depositary all rights
and powers of the Old Depositary under the Deposit Agreement, as amended
herein, (b) delivers to the New Depositary a list of the record holders of all
outstanding Receipts, and (c) assigns, transfers and delivers all of its right,
title and interest in the Deposited Stock (as defined in the Deposit Agreement)
and any moneys or property held by the Old Depositary under the Depositary
Agreement.
AMENDMENT #1
The Deposit Agreement is hereby amended as follows:
Section 2.01. Amended Definitions. Article I of the Deposit
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Agreement is hereby amended as follows:
a. The definition of "Common Stock" is hereby amended to
read as follows:
"The term "Common Stock" shall mean the common stock,
par value $1.00 per share, of the Company or any
security into which the Common Stock may be
converted."
b. The definition of "Company" is hereby amended to read
as follows:
"The term "Company" shall mean Boatmen's Bancshares,
Inc., incorporated under the laws of the State of
Missouri and its successors."
c. The definition of "Depositary" is hereby amended to
read as follows:
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"The term "Depositary" shall mean Boatmen's Trust
Company, incorporated under the laws of the State of
Missouri, and any successor in its role as Depositary,
Registrar and Transfer Agent hereunder."
d. The definition of "Registrar" is hereby amended to
read as follows:
"The term "Registrar" shall mean Boatmen's Trust
Company, incorporated under the laws of the State of
Missouri, or any bank or trust company which shall be
appointed to register ownership and transfers of
Receipts as herein provided."
e. The definition of "Registration Statement" is hereby
amended to read as follows:
"The term "Registration Statement" shall mean the
Registration Statement on Form S-4 of the Company
(Registration No. 33-64087), declared effective on
November 9, 1995 relating to, among other things, the
offering of the Depositary Shares."
f. The definition of "Securities Division" is hereby
amended to read as follows:
"The term "Securities Division" shall mean the
principal office of the Depositary in St. Louis,
Missouri, at which at any particular time its
corporate trust business shall have the
responsibilities for the administration of this
Agreement and obligations hereunder."
g. The definition of "Stock" is hereby amended to read as
follows:
"The term "Stock" shall mean shares of the Company's
Cumulative Convertible Preferred Stock, Series A,
stated value $100 per share."
h. The definition of "Transfer Agent" is hereby amended
to read as follows:
"The term "Transfer Agent" shall mean Boatmen's Trust
Company, incorporated under the laws of the State of
Missouri, or any bank or trust company which shall be
appointed to transfer the Receipts as herein
provided."
Section 2.02. Amended Notice Provision. Article VII, Section 7.04,
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paragraph 1, of the Deposit Agreement is hereby amended to read as follows:
"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 telex confirmed by letter, addressed to the Company
at One Boatmen's Plaza, 800 Market Street, St. Louis,
Missouri 63101, attention Corporate Secretary,
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or at any other place of which the Company has
notified the Depositary in writing."
Section 2.03. Amended Form of Certificate of Designation. The
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Company's Form of Certificate of Designation, attached to the original Deposit
Agreement as Exhibit A, is hereby replaced as set forth in Exhibit B attached
hereto.
Section 2.04. Amended Form of Receipts. The Form of Receipts,
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attached to the original Deposit Agreement as Exhibit B, is hereby replaced as
set forth in Exhibit C attached hereto.
IN WITNESS WHEREOF, Boatmen's, Acquisition Sub, the New Depositary and
the Old Depositary have duly executed this Agreement as of the day and year
first set forth above.
BOATMEN'S BANCSHARES, INC.
By: /s/ Gregory L. Curl
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Name: Gregory L. Curl
Title: Vice Chairman
ACQUISITION SUB, INC.
By: /s/ Gregory L. Curl
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Name: Gregory L. Curl
Title: President
BOATMEN'S TRUST COMPANY
By: /s/ H. E. Bradford
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Name: H. Eugene Bradford
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Title: Senior Vice President
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BANK IV, NATIONAL ASSOCIATION
By: /s/ K. Gordon Greer
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Name: K. Gordon Greer
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Title: Chairman
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