EXHIBIT 2
OLD KENT FINANCIAL CORPORATION
6-5/8% Subordinated Notes due November 15, 2005
TERMS AGREEMENT
Dated: November 8, 1995
To: Old Kent Financial Corporation
Xxx Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxx 00000
Re: Purchase Agreement dated November 8, 1995.
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.
PRINCIPAL
AMOUNT OF
UNDERWRITER OFFERED SECURITIES
CS First Boston Corporation ........ $ 33,333,334
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation ...... 33,333,333
Xxxxx, Xxxxxxxx & Xxxxx, Inc. ...... 33,333,333
Total $ 100,000,000
The Offered Securities shall have the following terms:
Title: 6-5/8% Subordinated Notes due November 15, 2005
Rank: Subordinated
Current ratings: S&P - A-; Xxxxx'x - Xxxx
Interest rate or formula: 6-5/8% per annum
Interest Payment Dates: May 15 and November 15, commencing May
15, 1996
Regular Record Dates: May 1 or November 1 immediately preceding
the applicable Interest Payment Date
Stated Maturity Date: November 15, 2005
Redemption/repayment provisions: N/A
Sinking fund requirements: N/A
Conversion provisions: N/A
Additional co-managers: N/A
Public offering price: 99.452%, plus accrued interest, if any, from
November 16, 1995
Purchase price: 98.802%, plus accrued interest, if any, from
November 16, 1995 (payable in same day funds)
Number of Option Securities: N/A
Other terms and conditions: N/A
Closing date and location: November 16, 1995
Xxxxx & Xxxx
Xxx Xxxxx xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Please accept this offer no later than on November 8, 1995 by signing
a copy of this Terms Agreement in the space set forth below and returning
the signed copy to us.
CS FIRST BOSTON CORPORATION
XXXXXXXXX, LUFKIN & XXXXXXXX
SECURITIES CORPORATION
XXXXX, XXXXXXXX & XXXXX, INC.
By: CS FIRST BOSTON CORPORATION
By:____________________________________
Authorized Signatory
Acting on behalf of themselves and
the other named Underwriters
Accepted:
OLD KENT FINANCIAL CORPORATION
By:_______________________________
Xxxxxxx X. Xxxxxx
Executive Vice President and
Chief Financial Officer
