EXHIBIT 99(E)
December 30, 1996
Fleet National Bank
Corporate Trust Operations
One Talcott Plaza, 5th Floor
Hartford, CT 06106
Attn: Ms. Rosemarie Pavao
Re: Fleet Financial Group, Inc. ("Fleet") and Fleet Capital Trust I
(the "Trust" and, together with Fleet, the "Offerors")
Ladies and Gentlemen:
Pursuant to "The Offer" section of the Prospectus dated December 30, 1996
(the "Prospectus"), we appoint you as Exchange Agent subject to the terms
hereof. Capitalized terms used herein without definition shall have the meanings
ascribed thereto in the Prospectus.
The Offerors have delivered to you or will deliver to you (i) a copy of the
Letter of Transmittal, (ii) copies of all other documents or materials to be
forwarded to the Holders and (iii) a copy of the resolutions adopted by the
Board of Directors of Fleet or a duly constituted committee thereof authorizing
the Offer and your appointment as Exchange Agent. Fleet has delivered or will
deliver to you (i) a list showing the names and addresses of the Holders as of
the close of business on December 30, 1996, and the number of Depositary Shares
held by each such Holder as of such date and (ii) a list of certificates (giving
the certificate number), stating which Depositary Shares have been or are, as of
such date, lost, stolen, destroyed or replaced or restricted as to transfer
(noting the text of the restrictive legends applicable thereto) or with respect
to which a stop transfer order has been noted.
1. APPOINTMENT OF THE EXCHANGE AGENT.
This will confirm the Offerors' appointment of Fleet National Bank as the
Exchange Agent provided for in the Prospectus and, in that capacity,
authorization to act solely as agent for the Offerors hereunder for the purpose
of receiving from the Holders the Depositary Shares tendered in exchange for
Preferred Securities of the Trust upon satisfaction of the conditions set forth
herein and in the Prospectus. You will not owe fiduciary duties to any other
person by reason of this appointment.
2. DUTIES AND OBLIGATIONS OF THE EXCHANGE AGENT.
As Exchange Agent, you are hereby instructed to perform the specific
exchange agency duties set forth in "The Offer" section of the Prospectus and in
the related Letter of Transmittal and to perform such duties as are specifically
set forth herein, and no implied covenants or obligations should be read into
your appointment as Exchange Agent against you. Without limiting and in
furtherance of the foregoing, you shall not be liable or responsible for any of
the provisions of the Prospectus except for those expressly referred to herein
above. Further, as Exchange Agent you:
(i) will, at the request of Fleet, orally advise the Dealer Managers by
5:00 p.m. on each Business Day during the term of the Offer as of 4:00 p.m.
on such day with respect to the Depositary Shares tendered as follows: (a)
the number of Depositary Shares validly tendered represented by certificates
physically held by you (or for which you have received confirmation of
receipt of book-entry transfer into your account at The Depository Trust
Company pursuant to the procedures set forth in "The Offer" section of the
Prospectus) on such day; (b) the number of Depositary Shares represented by
Notices of Guaranteed Delivery on such day; (c) the number of Depositary
Shares properly withdrawn on such day; and (d) the cumulative number of
Depositary Shares in categories (a) through (c) above;
(ii) will, by 5:00 p.m. on the Business Day following such oral
communication, furnish to the Dealer Managers a written report confirming
the above information and furnish to the Dealer Managers such reasonable
information on the tendering holders of Depositary Shares as may be
requested from time to time;
(iii) will be regarded as making no representations or warranties and
having no responsibilities regarding the validity or adequacy of the
Offerors' power to make this appointment or the Offer;
(iv) will not be responsible in any manner whatsoever for the
correctness of the statements made in the Prospectus, the Letter of
Transmittal or in any document furnished to you by the Offerors;
(v) shall not be liable for any action taken, suffered or omitted or
for any error of judgment made by you in the performance of your duties
hereunder, in the absence of willful misconduct or negligence on your part,
nor shall you be liable for any error of judgment made in good faith unless
you shall have been negligent in ascertaining the pertinent facts;
(vi) will, within one week following the consummation of the Offer and
upon receipt of sufficient funds therefor from Fleet, pay or arrange for
payment of the fees due and owing to the Soliciting Dealers as described in
the Prospectus.
(vii) may rely and shall be protected in acting or refraining from
acting upon any communication authorized hereby and upon any oral or written
instruction, notice, request, direction, consent, report, certificate, form
of bond certificate or other instrument, paper or document in good faith
reasonably believed by you to be genuine;
(viii) may consult with counsel of your choice, and the advice of such
counsel shall be full and complete authorization and protection in respect
of any action taken, suffered or omitted by you hereunder in good faith and
in reasonable reliance thereon; and
(ix) may perform your duties and exercise your rights hereunder
directly or by or through agents or attorneys.
3. MAINTENANCE OF RECORDS.
You will keep and maintain complete and accurate records and ledgers showing
all Depositary Shares exchanged by you and payments made by you. Letters of
Transmittal, Notices of Guaranteed Delivery and telegrams, telexes, facsimile
transmissions and other materials submitted to you shall be preserved by you
until delivered to, or otherwise disposed of in accordance with the instructions
of, the Offerors.
4. INDEMNIFICATION, COMPENSATION AND EXPENSES.
(a) In consideration of your acceptance of the foregoing appointment by
the Offerors, Fleet hereby agrees:
(i) to indemnify you for, and to hold you harmless against, any loss,
liability or expense incurred without negligence or willful misconduct on
your part, arising out of or in connection with the acceptance or
administration of the agency created under the foregoing appointment,
including the costs and expenses (including the reasonable fees and expenses
of your counsel) of defending yourself against any claim or liability in
connection with the exercise or performance of any of your duties thereunder
and of enforcing this indemnification provision;
(ii) to pay to you a fee for all services rendered by you under the
foregoing appointment as agreed between Fleet and you; and
(iii) to reimburse you upon your request for all reasonable expenses,
disbursements and advances incurred or made by you in accordance with any of
your agency duties (including the reasonable compensation and the reasonable
expenses and disbursements of your agents and counsel), except any such
expenses, disbursements or advances as may be attributable to your
negligence or willful misconduct.
(b) You shall not be required to advance, expend or risk your own funds
or otherwise incur or become exposed to financial liability in the
performance of your duties hereunder.
5. INTERNAL REVENUE SERVICE FILINGS.
You shall arrange to comply with all requirements under the tax laws of the
United States, including those relating to missing Taxpayer Identification
Numbers, and shall file any appropriate reports with the Internal Revenue
Service (e.g., 1099, 1099B, etc.).
6. COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.
7. GOVERNING LAW.
This agreement shall be construed and enforced in accordance with the laws
of the State of Rhode Island.
Please confirm your acceptance of your appointment as Exchange Agent and the
arrangements herein provided by signing and returning to us the enclosed
duplicate of this letter.
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Sincerely,
FLEET FINANCIAL GROUP, INC.
By: ___________________________
Name:
Title:
FLEET CAPITAL TRUST I
By: ___________________________
Name:
Title:
ACCEPTED:
FLEET NATIONAL BANK
By: ____________________________________
Name:
Title: