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Series A Non-Cumulative Perpetual Preferred Stock
(Ten-Year Initial Fixed Rate Period)
(Liquidation Preference Equivalent to $100 Per
Share of Series A Preferred Stock)
Series B Non-Cumulative Perpetual Preferred Stock
(Thirty-Year Initial Fixed Rate Period)
(Liquidation Preference Equivalent to $25 Per
Share of Series A Preferred Stock)
CALCULATION AGENT AGREEMENT
THIS AGREEMENT dated as of June 17, . . .
1059200
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PFG
As referenced in this Calculation Agent Agreement:
PRINCIPAL FINANCIAL GROUP, INC –
EX-99.2
11
y09799exv99w2.txt
EX-99.2: FORM OF CALCULATION AGENT AGREEMENT
Exhibit 99.2
PRINCIPAL FINANCIAL GROUP, INC .
Series A Non-Cumulative Perpetual Preferred Stock
(Ten-Year Initial Fixed Rate Period)
(Liquidation Preference Equivalent to $100 Per
Share of Series A Preferred Stock)
Series B Non-Cumulative
_____________
Principal Financial
Group, Inc – Thirty-Year Initial Fixed Rate Period)
(Liquidation Preference Equivalent to $25 Per
Share of Series A Preferred Stock)
CALCULATION AGENT AGREEMENT
THIS AGREEMENT dated as of June 17, 2005, among Principal Financial
Group, Inc . (hereinafter called the "Company"), a Delaware corporation having
its principal office at 711 High Street, Des Moines, Iowa 50392, and
Computershare Trust Company, Inc. a Colorado corporation (hereinafter sometimes
_____________
PRINCIPAL FINANCIAL GROUP, INC – or enforceability of any other provision
of this Agreement.
-11-
IN WITNESS WHEREOF, this Agreement has been executed and delivered as of
the day and year first above written.
PRINCIPAL FINANCIAL GROUP, INC .
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
COMPUTERSHARE TRUST COMPANY, INC.
By: ___________________________________
Name:
Title:
By: ___________________________________
Name:
Title:
_____________
dt 1347285
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U.S. $5,074,816,000
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
Medium-Term Notes, Series C
CALCULATION AGENT AGREEMENT
This AGREEMENT dated October 29, 2003, between National
Rural Utilities Cooperative Finance Corporation, a District of
Columbia cooperative association (hereinafter called the
"Issuer"), whose principal office is at Woodland Park, 2201
Cooperative Way, Herndon, Virginia 20171, and U.S. Bank Trust
National Association (hereinafter sometimes called the
"Calculation Agent" which term shall, unless the context shall
otherwise require, include its successors and assignees),
whose principal office is at 100 Wall Street, New York, New
York 10005.
WHEREAS (A) The Issuer proposes to issue from time to time an
aggregate principal amount of up to $5,074,816,000 of Medium-Term Notes, Series
C (the "Notes") entitled to the benefits of the Indenture dated as of December
15, 1987 (as supplemented by the First Supplemental Indenture dated as of
October 1, 1990, and as it may be supplemented or amended from time to time, the
"Indenture"), between the Issuer and U.S. Bank Trust National Association, as
successor trustee;
(B) Each Note will bear interest at either (a) a fixed rate or (b) a
floating rate determined by reference to an interest rate formula (the "Floating
Rate Notes");
NOW IT IS HEREBY AGREED THAT,
1. Terms defined in the "Description of Debt Securities" and
"Description of the Medium-Term Notes" shall bear the same meanings herein
unless the context otherwise requires. The "Description of Debt Securities"
means the terms and conditions of the Notes as set forth in the Prospectus,
dated October 17, 2003, as supplemented by a Prospectus Supplement, dated
October 23, 2003, relating to the Notes. The "Description of the Medium-Term
Notes" means the terms and conditions of the Notes as set forth in the
Prospectus Supplement, dated October 23, 2003, relating to the Notes. Such
Prospectus Supplement will be supplemented or amended by one or more Pricing
Supplements (each a "Supplement") setting forth additional terms and conditions
of the Notes.
173003
| | National Rural Utilities Cooperative Finance Corp.
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CALCULATION AGENT AGREEMENT
THIS CALCULATION AGENT AGREEMENT dated as of March 6, 2002 between
Weyerhaeuser Company, a Washington corporation (hereinafter called the
"Issuer"), and JPMorgan Chase Bank, a New York banking corporation (hereinafter
sometimes called the "Calculation Agent" which term shall, unless the context
shall otherwise require, include its successors and assigns), having its
principal corporate trust office at 450 West 33rd Street, New York, New York
10001.
Recitals of the Issuer
The Issuer proposes to issue from time to time debt securities
("Securities") under an Indenture dated as of April 1, 1986, as amended and
supplemented by the First Supplemental Indenture dated as of February 15, 1991,
the Second Supplemental Indenture dated as of February 1, 1993, the Third
Supplemental Indenture dated as of October 22, 2001, and the Fourth Supplemental
Indenture to be dated as of March 12, 2002 (as so amended and supplemented and
as the same may be further amended or supplemented from time to time, the
"Indenture"), between the Issuer and JPMorgan Chase Bank (formerly known as The
Chase Manhattan Bank and Chemical Bank), as Trustee. Capitalized terms used in
this Agreement and not otherwise defined herein are used as defined in the
Indenture. Certain of the Securities may bear interest at one or more floating
rates determined by reference to an interest rate formula (the "Floating Rate
Securities") and the Issuer desires to engage the Calculation Agent to perform
certain services in connection therewith, including in connection with a series
of Floating Rate Securities designated as its "Floating Rate Notes due 2003"
(the "Floating Rate Notes due 2003") that the Issuer proposes to issue.
NOW IT IS HEREBY AGREED THAT:
1. The Issuer hereby appoints JPMorgan Chase Bank as
Calculation Agent for the Floating Rate Securities, upon the terms and
subject to the conditions herein mentioned, subject to the Issuer's
right to designate a different party as Calculation Agent for all or
any series of Floating Rate Securities, and JPMorgan Chase Bank hereby
accepts such appointment. This appointment shall apply only to the
Floating Rate Notes due 2003 and to any other series of Floating Rate
Securities for which no other Calculation Agent is designated in the
applicable prospectus, prospectus supplement, offering memorandum or
other similar offering document relating to the Floating Rate
Securities of such series and the term "Floating Rate Securities" in
this Agreement shall mean only the Floating Rate Notes due 2003 and any
other series of Floating Rate Securities as to which this appointment
applies. Subject to the foregoing, the Calculation Agent shall act as
an agent of the Issuer for the purpose of determining the interest rate
or rates on the Floating Rate Securities.
2. The Issuer agrees to deliver to the Calculation Agent,
prior to the earlier of (a) the date of original issuance of the
Floating Rate Securities of any series and (b) the first Interest
Determination Date (as hereinafter defined) with respect to the
Floating Rate Securities of such series, copies of the proposed form or
forms, as the case may be, of the Securities of such series, including
copies of the terms and conditions relating to the
{PAGE}
determination of the interest rate thereunder. As used in this
Agreement, the term "Interest Determination Date" shall mean, with
respect to the Floating Rate Securities of any series, any date as of
which the interest rate on the Floating Rate Securities is to be
determined in accordance with the terms of such Floating Rate
Securities and the Indenture. The Issuer shall not issue any Floating
Rate Security prior to the receipt of confirmation from the Calculation
Agent of its acceptance of the proposed form of such Security. The
Calculation Agent hereby acknowledges that it has received copies of
the proposed form of the Floating Rate Notes due 2003 and accepts such
proposed form. The Calculation Agent agrees that it will calculate the
interest rate on the Floating Rate Notes due 2003 on each Interest
Determination Date for such notes.
3. The Issuer shall notify the Calculation Agent of the
original issuance of the Floating Rate Securities of any series prior
to the date of original issuance thereof and, at the time of such
original issuance or, if earlier, prior to the first Interest
Determination Date with respect to the Floating Rate Securities of such
series, shall deliver to the Calculation Agent the information required
to be provided by the Issuer for the calculation of the applicable
interest rate or rates thereunder. The Calculation Agent acknowledges
that the Issuer has notified the Calculation Agent of the issuance of
the Floating Rate Notes due 2003 and has delivered to the Calculation
Agent the information required by the preceding sentence. The
Calculation Agent shall calculate the applicable interest rates for
Floating Rate Securities of each series in accordance with the terms of
such Securities, the Indenture and the provisions of this Agreement
and, without limitation to the foregoing, the Calculation Agent shall
calculate such interest rate on the respective "calculation dates" or
other similar dates, if any, specified by the terms of such Securities
and the Indenture.
4. Upon the determination of an interest rate applicable to a
Floating Rate Security, the Calculation Agent shall promptly notify the
Issuer, the Trustee and any paying agent of such interest rate. Upon
the request of the Holder of a Floating Rate Security, the Calculation
Agent shall advise such Holder of the interest rate then in effect and,
if then determined, the interest rate that will become effective as of
the next succeeding date on which the interest rate on such Floating
Rate Note is to be reset. The provisions of the immediately preceding
sentence shall inure to the benefit of the Holders of the Floating Rate
Securities from time to time, as third party beneficiaries, and may be
enforced by such Holders.
5. The Issuer will pay such compensation as shall be agreed
upon with the Calculation Agent and the out-of-pocket expenses,
including reasonable counsel fees, incurred by the Calculation Agent in
connection with its duties hereunder, upon receipt of such invoices as
the Issuer shall reasonably require.
6. Notwithstanding any satisfaction or discharge of the
Securities or the Indenture, the Issuer will indemnify the Calculation
Agent against any losses, liabilities, costs, claims, actions or
demands which it may incur or sustain or which may be made against it
in connection with its appointment or the exercise of its powers and
duties hereunder as well as the reasonable costs, including the
reasonable expenses and fees of counsel in defending any claim, action
or demand, except such as may result from the
351035
|
 Chase Manhattan
As referenced in this Calculation Agent Agreement:
Chase Manhattan Bank – amended and supplemented and
as the same may be further amended or supplemented from time to time, the
"Indenture"), between the Issuer and JPMorgan Chase Bank (formerly known as The
Chase Manhattan Bank and Chemical Bank), as Trustee. Capitalized terms used in
this Agreement and not otherwise defined herein are used as defined in the
Indenture. Certain of the Securities may bear interest
_____________
dt 742642
;
|
JPMorgan Chase
As referenced in this Calculation Agent Agreement:
JPMorgan Chase Bank, – 17
{TEXT}
{PAGE}
Exhibit 4.17
CALCULATION AGENT AGREEMENT
THIS CALCULATION AGENT AGREEMENT dated as of March 6, 2002 between
Weyerhaeuser Company, a Washington corporation (hereinafter called the
"Issuer"), and JPMorgan Chase Bank, a New York banking corporation (hereinafter
sometimes called the "Calculation Agent" which term shall, unless the context
shall otherwise require, include its successors and assigns), having its
principal corporate
_____________
JPMorgan Chase Bank – as of March 12, 2002 (as so amended and supplemented and
as the same may be further amended or supplemented from time to time, the
"Indenture"), between the Issuer and JPMorgan Chase Bank (formerly known as The
Chase Manhattan Bank and Chemical Bank), as Trustee. Capitalized terms used in
this Agreement and not otherwise defined herein are used as defined in the
_____________
JPMorgan Chase Bank – as its "Floating Rate Notes due 2003"
(the "Floating Rate Notes due 2003") that the Issuer proposes to issue.
NOW IT IS HEREBY AGREED THAT:
1. The Issuer hereby appoints JPMorgan Chase Bank as
Calculation Agent for the Floating Rate Securities, upon the terms and
subject to the conditions herein mentioned, subject to the Issuer's
right to designate a different party as
_____________
JPMorgan Chase Bank – subject to the conditions herein mentioned, subject to the Issuer's
right to designate a different party as Calculation Agent for all or
any series of Floating Rate Securities, and JPMorgan Chase Bank hereby
accepts such appointment. This appointment shall apply only to the
Floating Rate Notes due 2003 and to any other series of Floating Rate
Securities for which no other Calculation
_____________
JPMORGAN CHASE BANK
– PAGE}
IN WITNESS WHEREOF, this Agreement has been executed and delivered as
of the day and year first above written.
WEYERHAEUSER COMPANY
By: _________________________________
Name: Jeffrey W. Nitta
Title: Treasurer
JPMORGAN CHASE BANK
By: _________________________________
Name:
Title:
7
{/TEXT}
{/DOCUMENT}
_____________
dt 756783
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CALCULATION AGENT AGREEMENT
THIS AGREEMENT dated as of ____________ between DOMINION RESOURCES,
INC. (hereinafter called the "Issuer"), having its principal office at 120
Tredegar Street, Richmond, Virginia 23219 and JPMORGAN CHASE BANK (formerly
known as THE CHASE MANHATTAN BANK), a New York banking corporation (hereinafter
sometimes called the "Calculation Agent" which term shall, unless the context
shall otherwise require, include its successors and assigns), having its
principal corporate trust office at 450 West 33rd Street, New York, . . .
421205
|
Dominion
As referenced in this Calculation Agent Agreement:
DOMINION RESOURCES,
INC. – {DOCUMENT}
{TYPE}EX-4.19
{SEQUENCE}6
{FILENAME}dex419.txt
{DESCRIPTION}CALCULATION AGENT AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.19
CALCULATION AGENT AGREEMENT
THIS AGREEMENT dated as of ____________ between DOMINION RESOURCES,
INC. (hereinafter called the "Issuer"), having its principal office at 120
Tredegar Street, Richmond, Virginia 23219 and JPMORGAN CHASE BANK (formerly
known as THE CHASE MANHATTAN BANK), a New York
_____________
DOMINION RESOURCES, INC. – the executed
counterparts shall together constitute a
single instrument.
-5-
{PAGE}
IN WITNESS WHEREOF, this Agreement has been executed and delivered as
of the day and year first above written.
DOMINION RESOURCES, INC.
By_______________________
Title:
JPMORGAN CHASE BANK
By_______________________
Title:
-6-
{/TEXT}
{/DOCUMENT}
_____________
dt 1546492
;
Chase Manhattan
As referenced in this Calculation Agent Agreement:
CHASE MANHATTAN BANK) – as of ____________ between DOMINION RESOURCES,
INC. (hereinafter called the "Issuer"), having its principal office at 120
Tredegar Street, Richmond, Virginia 23219 and JPMORGAN CHASE BANK (formerly
known as THE CHASE MANHATTAN BANK) , a New York banking corporation (hereinafter
sometimes called the "Calculation Agent" which term shall, unless the context
shall otherwise require, include its successors and assigns), having its
principal corporate
_____________
dt 1425650
;
|
Dominion
As referenced in this Calculation Agent Agreement:
DOMINION RESOURCES,
INC – {DOCUMENT}
{TYPE}EX-4.19
{SEQUENCE}6
{FILENAME}dex419.txt
{DESCRIPTION}CALCULATION AGENT AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.19
CALCULATION AGENT AGREEMENT
THIS AGREEMENT dated as of ____________ between DOMINION RESOURCES,
INC . (hereinafter called the "Issuer"), having its principal office at 120
Tredegar Street, Richmond, Virginia 23219 and JPMORGAN CHASE BANK (formerly
known as THE CHASE MANHATTAN BANK), a New York
_____________
DOMINION RESOURCES, INC – the executed
counterparts shall together constitute a
single instrument.
-5-
{PAGE}
IN WITNESS WHEREOF, this Agreement has been executed and delivered as
of the day and year first above written.
DOMINION RESOURCES, INC .
By_______________________
Title:
JPMORGAN CHASE BANK
By_______________________
Title:
-6-
{/TEXT}
{/DOCUMENT}
_____________
dt 1381811
;
JPMorgan Chase
As referenced in this Calculation Agent Agreement:
JPMORGAN CHASE BANK – 19
CALCULATION AGENT AGREEMENT
THIS AGREEMENT dated as of ____________ between DOMINION RESOURCES,
INC. (hereinafter called the "Issuer"), having its principal office at 120
Tredegar Street, Richmond, Virginia 23219 and JPMORGAN CHASE BANK (formerly
known as THE CHASE MANHATTAN BANK), a New York banking corporation (hereinafter
sometimes called the "Calculation Agent" which term shall, unless the context
shall otherwise require, include its
_____________
JPMorgan Chase
Bank, – time its medium-term notes
(the "Notes") under the Indenture dated as of June 1, 2000, as supplemented and
amended from time to time (the "Indenture"), among the Issuer and JPMorgan Chase
Bank, as Trustee. Capitalized terms used in this Agreement and not otherwise
defined herein are used as defined in the Indenture. Certain of the Notes may
bear interest at one
_____________
JPMorgan Chase Bank – Floating Rate Notes") and the Issuer desires to
engage the Calculation Agent to perform certain services in connection
therewith.
NOW IT IS HEREBY AGREED THAT:
1. The Issuer hereby appoints JPMorgan Chase Bank as Calculation Agent
for the Floating Rate Notes, upon the terms and subject to the conditions herein
mentioned, and JPMorgan Chase Bank hereby accepts such appointment. The
Calculation Agent shall
_____________
JPMorgan Chase Bank – HEREBY AGREED THAT:
1. The Issuer hereby appoints JPMorgan Chase Bank as Calculation Agent
for the Floating Rate Notes, upon the terms and subject to the conditions herein
mentioned, and JPMorgan Chase Bank hereby accepts such appointment. The
Calculation Agent shall act as an agent of the Issuer for the purpose of
determining the interest rate or rates of the Floating Rate Notes.
_____________
JPMORGAN CHASE BANK
– constitute a
single instrument.
-5-
{PAGE}
IN WITNESS WHEREOF, this Agreement has been executed and delivered as
of the day and year first above written.
DOMINION RESOURCES, INC.
By_______________________
Title:
JPMORGAN CHASE BANK
By_______________________
Title:
-6-
{/TEXT}
{/DOCUMENT}
_____________
dt 1405168
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Calculation Agent Agreement
Calculation Agent Agreement (16K)
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THE NEW YORK TIMES
MEDIUM-TERM NOTES
CALCULATION AGENT AGREEMENT
---------------------------
THIS AGREEMENT dated as of September 17, 2002 between The New
York Times Company (hereinafter called the "Issuer"), having its principal
office at 229 West 43rd Street, New York, New York 10036 and JPMorgan Chase
Bank, a New York banking corporation (hereinafter sometimes called the
"Calculation Agent" which term shall, unless the context shall . . .
882828
|
JPMorgan Chase
As referenced in this Calculation Agent Agreement:
JPMorgan Chase
Bank, – as of September 17, 2002 between The New
York Times Company (hereinafter called the "Issuer"), having its principal
office at 229 West 43rd Street, New York, New York 10036 and JPMorgan Chase
Bank, a New York banking corporation (hereinafter sometimes called the
"Calculation Agent" which term shall, unless the context shall otherwise
require, include its successors and assigns), having its principal corporate
_____________
JPMorgan Chase Bank – 29,
1995, as supplemented by the First Supplemental Indenture dated as of August
21, 1998 and the Second Supplemental Indenture dated July 26, 2002 (the
"Indenture"), between the Issuer and JPMorgan Chase Bank (formerly known as
Chemical Bank), as Trustee. Capitalized terms used in this Agreement and not
otherwise defined herein are used as defined in the Indenture. Certain of the
Notes
_____________
JPMorgan Chase Bank – Floating Rate Notes") and the
Issuer desires to engage the Calculation Agent to perform certain services in
connection therewith.
NOW IT IS HEREBY AGREED THAT:
1. The Issuer hereby appoints JPMorgan Chase Bank as Calculation Agent for
the Floating Rate Notes, upon the terms and subject to the conditions herein
mentioned, and JPMorgan Chase Bank hereby accepts such appointment. The
Calculation Agent shall
_____________
JPMorgan Chase Bank – HEREBY AGREED THAT:
1. The Issuer hereby appoints JPMorgan Chase Bank as Calculation Agent for
the Floating Rate Notes, upon the terms and subject to the conditions herein
mentioned, and JPMorgan Chase Bank hereby accepts such appointment. The
Calculation Agent shall act as an
<Page>
agent of the Issuer for the purpose of determining the interest rate or rates
of the
_____________
JPMORGAN CHASE BANK
– been executed and
delivered as of the day and year first above written.
THE NEW YORK TIMES COMPANY
By /s/ Rhonda L. Brauer
-------------------------------
Name: Rhonda L. Brauer
Title: Assistant Secretary
JPMORGAN CHASE BANK
By /s/ R. Lorenzen
-------------------------------
Name: R. Lorenzen
Title: Assistant Vice President
9
</TEXT>
</DOCUMENT>
|