EXHIBIT 2
Forms of Rights Certificate and of Election to Exercise, included in
Exhibit A to the Rights Agreement.
EXHIBIT A
[Form of Rights Certificate]
Certificate No. W- ------- Rights
THE RIGHTS ARE SUBJECT TO REDEMPTION OR
MANDATORY EXCHANGE, AT THE OPTION OF THE
COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT. TO THE EXTENT PERMITTED BY
APPLICABLE LAW RIGHTS BENEFICIALLY OWNED BY
ACQUIRING PERSONS OR AFFILIATES OR ASSOCIATES
THEREOF (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT) OR TRANSFEREES OF ANY OF
THE FOREGOING WILL BE VOID.
Rights Certificate
CULLEN/FROST BANKERS, INC.
This certifies that ____________________, or reg-
istered assigns, is the registered holder of the number of
Rights set forth above, each of which entitles the regis-
tered holder thereof, subject to the terms, provisions and
conditions of the Shareholder Protection Rights Agreement,
dated as of January 26, 1999 (as amended from time to time,
the "Rights Agreement"), between Cullen/Frost Bankers, Inc.,
a Texas corporation (the "Company"), and The Frost National
Bank, as Rights Agent (the "Rights Agent", which term shall
include any successor Rights Agent under the Rights
Agreement), to purchase from the Company at any time after
the Separation Time (as such term is defined in the Rights
Agreement) and prior to the close of business on February 8,
2009, one one-hundredth of a fully paid share of Junior
Participating Preferred Stock, par value $0.01 per share
(the "Preferred Stock"), of the Company (subject to
adjustment as provided in the Rights Agreement) at the
Exercise Price referred to below, upon presentation and
surrender of this Rights Certificate with the Form of Elec-
tion to Exercise duly executed at the principal office of
the Rights Agent in San Antonio, Texas. The Exercise Price
shall initially be $200 per Right and shall be subject to
adjustment in certain events as provided in the Rights
Agreement.
In certain circumstances described in the Rights
Agreement, the Rights evidenced hereby may entitle the reg-
istered holder thereof to purchase securities of an entity
other than the Company or securities of the Company other
than Preferred Stock or assets of the Company, all as
provided in the Rights Agreement.
This Rights Certificate is subject to all of the
terms, provisions and conditions of the Rights Agreement,
which terms, provisions and conditions are hereby incorpo-
rated herein by reference and made a part hereof and to
which Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights, obliga-
tions, duties and immunities hereunder of the Rights Agent,
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the Company and the holders of the Rights Certificates.
Copies of the Rights Agreement are on file at the principal
office of the Company and are available without cost upon
written request.
This Rights Certificate, with or without other
Rights Certificates, upon surrender at the office of the
Rights Agent designated for such purpose, may be exchanged
for another Rights Certificate or Rights Certificates of
like tenor evidencing an aggregate number of Rights equal to
the aggregate number of Rights evidenced by the Rights
Certificate or Rights Certificates surrendered. If this
Rights Certificate shall be exercised in part, the reg-
istered holder shall be entitled to receive, upon surrender
hereof, another Rights Certificate or Rights Certificates
for the number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement,
each Right evidenced by this Certificate may be (a) redeemed
by the Company under certain circumstances, at its option,
at a redemption price of $0.01 per Right or (b) exchanged by
the Company under certain circumstances, at its option, for
one share of Common Stock or one one-hundredth of a share of
Preferred Stock per Right (or, in certain cases, other
securities or assets of the Company), subject in each case
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to adjustment in certain events as provided in the Rights
Agreement.
No holder of this Rights Certificate, as such,
shall be entitled to vote or receive dividends or be deemed
for any purpose the holder of any securities which may at
any time be issuable on the exercise hereof, nor shall
anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of
the rights of a shareholder of the Company or any right to
vote for the election of directors or upon any matter
submitted to shareholders at any meeting thereof, or to give
or withhold consent to any corporate action, or to receive
notice of meetings or other actions affecting shareholders
(except as provided in the Rights Agreement), or to receive
dividends or subscription rights, or otherwise, until the
Rights evidenced by this Rights Certificate shall have been
exercised or exchanged as provided in the Rights Agreement.
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This Rights Certificate shall not be valid or
obligatory for any purpose until it shall have been counter-
signed by the Rights Agent.
WITNESS the facsimile signature of the proper
officers of the Company and its corporate seal.
Date: ____________
ATTEST: CULLEN/FROST BANKERS, INC.
- ------------------- By--------------------------
Secretary
Countersigned:
THE FROST NATIONAL BANK
By
-----------------------
Authorized Signature
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[Form of Reverse Side of Rights Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer this Rights Certificate.)
FOR VALUE RECEIVED ________________________ hereby
sells, assigns and transfers unto ___________________
(Please print name
_____________________________________________________
and address of transferee)
this Rights Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and
appoint _______________ Attorney, to transfer the within
Rights Certificate on the books of the within-named Company,
with full power of substitution.
Dated: _______________, ____
Signature Guaranteed: -------------------------
Signature
(Signature must correspond
to name as written upon the
face of this Rights
Certificate in every
particular, without
alteration or enlargement or
any change whatsoever)
Signatures must be guaranteed by an eligible
guarantor institution (banks, stockbrokers, savings and loan
associations and credit unions with membership in an
approved signature guarantee Medallion program), pursuant to
SEC Rule 17Ad-15.
- ------------------------------------------------------------
(To be completed if true)
The undersigned hereby represents, for the benefit of all
holders of Rights and shares of Common Stock, that the
Rights evidenced by this Rights Certificate are not, and, to
the knowledge of the undersigned, have never been, Bene-
ficially Owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).
_________________________
Signature
- ------------------------------------------------------------
NOTICE
In the event the certification set forth above is
not completed in connection with a purported assignment, the
Company will deem the Beneficial Owner of the Rights
evidenced by the enclosed Rights Certificate to be an
Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement) or a transferee of any of
the foregoing and accordingly will deem the Rights evidenced
by such Rights Certificate to be void and not transferable
or exercisable.
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07 89-5P [To be attached to each Rights Certificate]
FORM OF ELECTION TO EXERCISE
-----------------------------
(To be executed if holder desires to
exercise the Rights Certificate.)
TO: CULLEN/FROST BANKERS, INC.
The undersigned hereby irrevocably elects to exer-
cise _______________________ whole Rights represented by the
attached Rights Certificate to purchase the shares of
Participating Preferred Stock issuable upon the exercise of
such Rights and requests that certificates for such shares
be issued in the name of:
___________________________________
Address:
-----------------------------------
___________________________________
Social Security or Other Taxpayer
Identification Number:
-----------------------------------
If such number of Rights shall not be all the Rights evi-
denced by this Rights Certificate, a new Rights Certificate
for the balance of such Rights shall be registered in the
name of and delivered to:
___________________________________
Address:
-----------------------------------
___________________________________
Social Security or Other Taxpayer
Identification Number:
-----------------------------------
Dated: _______________, ____
Signature Guaranteed: _________________________
Signature
(Signature must correspond
to name as written upon the
face of the
attached Rights Certificate
in every particular, without
alteration or enlargement or
any change whatsoever)
Signatures must be guaranteed by an eligible
guarantor institution (banks, stockbrokers, savings and loan
associations and credit unions with membership in an
approved signature guarantee Medallion program), pursuant to
SEC Rule 17Ad-15.
- ------------------------------------------------------------
(To be completed if true)
The undersigned hereby represents, for the benefit
of all holders of Rights and shares of Common Stock, that
the Rights evidenced by the attached Rights Certificate are
not, and, to the knowledge of the undersigned, have never
been, Beneficially Owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights
Agreement).
_________________________
Signature
- ------------------------------------------------------------
NOTICE
------
In the event the certification set forth above is
not completed in connection with a purported exercise, the
Company will deem the Beneficial Owner of the Rights
evidenced by the attached Rights Certificate to be an
Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement) or a transferee of any of
the foregoing and accordingly will deem the Rights evidenced
by such Rights Certificate to be void and not transferable
or exercisable.