THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS
NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITORY OR ITS NOMINEE, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the issuer or its agent for registration
of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN
OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING
AFFILIATE OF BANKAMERICA CORPORATION AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.
REGISTERED $__________
NUMBER FLR _______ CUSIP 06605F________
BANKAMERICA CORPORATION
MEDIUM-TERM SENIOR NOTE, SERIES H
(Indexed Note)
__ SEE THE ATTACHED PRINCIPAL REPAYMENT BASE RATE:
AMOUNT RIDER for a description of the (If applicable, check one)
PRINCIPAL REPAYMENT AMOUNT and its calculation. ___CD Rate
___Commercial Paper Rate
__ SEE THE ATTACHED INTEREST PAYMENT AMOUNT ___LIBOR_______
RIDER for a description of the INTEREST ___Federal Fund Rate
PAYMENT AMOUNT and its calculation ___Prime Rate
___Treasury Rate
___CMT Rate
ORIGINAL ISSUE DATE: CMT Telerate Page:____
STATED MATURITY DATE: CMT Maturity Index:___
FINAL MATURITY DATE: ___Eleventh District Cost
INITIAL INTEREST RATE: of Funds Rate
INDEX MATURITY FOR INITIAL ___Other:________________
INTEREST RATE (IF DIFFERENT): ________________
INDEX MATURITY: ________________
INDEX MATURITY FOR FINAL
INTEREST PAYMENT PERIOD
(IF DIFFERENT):
SPREAD:
SPREAD MULTIPLIER:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE: __ This Note is a Renewable
INTEREST PAYMENT DATES: Note.
INTEREST RESET DATES: See Attached Rider
INTEREST RESET PERIOD:
INITIAL REDEMPTION DATE: __ This Note is an
INITIAL REDEMPTION PERCENTAGE: Extendible Note.
ANNUAL REDEMPTION PERCENTAGE REDUCTION: See Attached Rider.
OPTIONAL REPAYMENT DATE(S):
CALCULATION AGENT:
ADDITIONAL TERMS:
BANKAMERICA CORPORATION, a corporation duly organized and
existing under the laws of the State of Delaware (herein called
the "Corporation," which term includes any successor corporation
under the Indenture referred to on the reverse hereof), for value
received, hereby promises to pay to CEDE & CO., or registered
assigns, that amount calculated according to the terms of the
attached Principal Repayment Amount Rider (the "Principal
Repayment Amount") on the Stated Maturity Date specified above
(except to the extent redeemed, repaid or converted prior to the
Stated Maturity Date), and to pay interest (i) on the face amount
at a rate per annum equal to the Initial Interest Rate specified
above until the initial Interest Reset Date as specified above
and thereafter at a rate determined in accordance with (A) the
provisions set forth in the attached Interest Payment Amount
Rider (the "Interest Payment Amount") and (B) to the extent
applicable, the provisions on the reverse hereof, and the Base
Rate and Index Maturity specified above, until the Principal
Repayment Amount is paid or duly made available for payment, or
(ii) as otherwise provided for on the Interest Payment Amount
Rider. The Corporation will pay interest on the Interest Payment
Dates specified above, commencing with the first Interest Payment
Date succeeding the Original Issue Date specified above, unless
the Original Issue Date occurs between a Regular Record Date, as
defined below, and the next Interest Payment Date, in which case
commencing on the Interest Payment Date following the next
Regular Record Date, and on the Stated Maturity Date or Final
Maturity Date shown above (or any Redemption Date as defined on
the reverse hereof or any Optional Repayment Date as specified
above with respect to which any such option has been exercised,
each such Stated Maturity Date, Final Maturity Date, Redemption
Date and Optional Repayment Date being herein referred to as a
"Maturity Date" with respect to the principal repayable on such
date). Interest on this Note will accrue from the Original Issue
Date specified above until the Principal Repayment Amount is paid
and will be computed as hereinafter described.
Interest payable on this Note on any Interest Payment Date
or the Maturity Date will include interest accrued from, and
including, the preceding Interest Payment Date in respect of
which interest has been paid or duly provided for (or from and
including the Original Issue Date specified above if no interest
has been paid or duly provided for) to but excluding such
Interest Payment Date or Maturity Date, as the case may be;
provided, however, that if the Interest Reset Period specified
above is daily or weekly, interest payable on any Interest
Payment Date or the Maturity Date will include interest accrued
from but excluding the Regular Record Date through which interest
has been paid or duly provided for (or from and including the
Original Issue Date specified above if no interest has been paid
or duly provided for) to and including the Regular Record Date
preceding such Interest Payment Date, except that interest
payable on any such Maturity Date will include interest accrued
to, but excluding, such Maturity Date. If any Interest Payment
Date falls on a day that is not a Business Day, as defined below,
such Interest Payment Date shall be the following day that is a
Business Day, except that if the Base Rate is LIBOR, if such next
Business Day falls in the next calendar month, such Interest
Payment Date will be the preceding day that is a Business Day;
and if the Maturity Date falls on a day that is not a Business
Day, the Principal Repayment Amount or interest payable with
respect to such Maturity Date will be paid on the next Business
Day with the same force and effect as if made on such Maturity
Date, and no additional interest shall accrue for the period from
and after such Maturity Date. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment
Date will be paid to the person in whose name this Note (or one
or more predecessor Notes evidencing all or a portion of the same
indebtedness as this Note) is registered at the close of business
on the date 15 calendar days prior to such Interest Payment Date,
whether or not a Business Day (the "Regular Record Date");
provided, however, that the first payment of interest on any Note
with an Original Issue Date, as specified above, between a
Regular Record Date and an Interest Payment Date or on an
Interest Payment Date will be made on the Interest Payment Date
following the next Regular Record Date to the person in whose
name this Note is registered at the close of business on such
next Regular Record Date; and provided, further, that interest
payable on the Maturity Date will be payable to the person to
whom the Principal Repayment Amount shall be payable. Any such
interest not punctually paid or duly provided for shall be
payable as provided in the Indenture. As used herein, except to
the extent otherwise provided under the Principal Repayment
Amount and Interest Payment Amount Riders "Business Day" means
any day, other than a Saturday or Sunday or a legal holiday in
New York, New York or Charlotte, North Carolina, that (i) is not
a day on which banks in New York, New York, or Charlotte, North
Carolina are authorized or required by law or regulation to be
closed and (ii) if the Base Rate is LIBOR, is a day on which
dealings in deposits in U.S. dollars are transacted in the London
interbank market.
Except to the extent otherwise provided under the Principal
Repayment Amount and Interest Payment Amount Riders, the
principal of and interest on this Note are payable in immediately
available funds in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of
public and private debts at the office or agency of the
Corporation designated as provided in the Indenture; provided,
however, that interest may be paid, at the option of the
Corporation, by check mailed to the person entitled thereto at
his address last appearing on the registry books of the
Corporation relating to the Notes. Notwithstanding the preceding
sentence, payments of principal of and interest payable on the
Maturity Date will be made by wire transfer of immediately
available funds to a designated account maintained in the United
States upon (i) receipt of written notice by the Issuing and
Paying Agent (as described on the reverse hereof) from the
registered holder hereof not less than one Business Day prior to
the due date of such principal and (ii) presentation of this Note
to The Bank of New York, as Issuing and Paying Agent, 101 Barclay
Street, New York, New York 10286 (the "Corporate Trust Office").
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof and on the attached Riders,
which shall have the same effect as though fully set forth at
this place.
Unless the Certificate of Authentication hereon has been
executed by the Trustee or an authenticating agent on behalf of
the Trustee by manual signature, this Note shall not be entitled
to any benefit under such Indenture or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, the Corporation has caused this
Instrument to be duly executed, by manual or facsimile signature,
under its corporate seal or a facsimile thereof.
BANKAMERICA CORPORATION
By:/s/ JOHN E. MACK
[SEAL] Title: Senior Vice President
ATTEST:
/S/ ALLISON L. GILLIAM
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated: ____________________________
U.S. BANK TRUST NATIONAL
ASSOCIATION,
as Trustee
By: The Bank of New York, as
Authenticating Agent
By:__________________________
Authorized Signatory
[Reverse of Note]
BANKAMERICA CORPORATION
MEDIUM-TERM SENIOR NOTE, SERIES H
(Indexed Note)
This Note is one of a duly authorized series of Securities of
the Corporation unlimited in aggregate principal amount (herein
called the "Notes") issued and to be issued under an Indenture
dated as of January 1, 1995 (herein called the "Indenture"),
between NationsBank Corporation (predecessor to the Corporation)
and U.S. Bank Trust National Association, as successor trustee to
BankAmerica National Trust Company (herein called the "Trustee,"
which term includes any successor trustee under the Indenture), as
supplemented by a First Supplemental Indenture dated as of
September 18, 1998 to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of
the respective rights thereunder of the Corporation, the Trustee
and the holders of the Notes, and the terms upon which the Notes
are, and are to be, authenticated and delivered. This Note is also
one of the Notes designated as the Corporation's Senior Medium-Term
Notes, Series H (herein called the "Notes"), limited in aggregate
principal amount to $5,000,000,000. The Bank of New York initially
has been appointed to serve as the Security Registrar and the
Issuing and Paying Agent in connection with the Notes.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the
registered holder only if the Optional Repayment Date(s) are
indicated on the face hereof. IF NO OPTIONAL REPAYMENT DATES OR
CONVERSION FEATURES ARE SET FORTH ON THE FACE HEREOF, THIS NOTE MAY
NOT BE SO REPAID OR CONVERTED AT THE OPTION OF THE HOLDER HEREOF
PRIOR TO THE STATED MATURITY DATE. On any Optional Repayment Date,
this Note shall be repayable in whole or in part in increments of
$1,000 at the option of the holder hereof at a repayment price
equal to 100% of the principal amount to be repaid, together with
interest thereon payable to the date of repayment. For this Note
to be repaid in whole or in part at the option of the holder
hereof, this Note must be received, with the form below entitled
"Option to Elect Repayment" duly completed, by the Issuing and
Paying Agent at the Corporate Trust Office, or such other address
of which the Corporation shall from time to time notify the holders
of the Notes, not more than 60 nor less than 30 days prior to an
Optional Repayment Date. Exercise of such repayment option by the
holder hereof shall be irrevocable.
This Note may be redeemed at the option of the Corporation on
any date on and after the Initial Redemption Date, if any,
specified on the face hereof (the "Redemption Date"). IF NO
INITIAL REDEMPTION DATE IS SET FORTH ON THE FACE HEREOF, THIS NOTE
MAY NOT BE REDEEMED AT THE OPTION OF THE CORPORATION PRIOR TO THE
STATED MATURITY DATE. On and after the Initial Redemption Date, if
any, this Note may be redeemed at any time in whole or from time to
time in part in increments of $1,000 at the option of the
Corporation at the applicable Redemption Price (as defined below)
together with interest thereon payable to the Redemption Date, on
notice given not more than 60 nor less than 30 days prior to the
Redemption Date. In the event of redemption of this Note in part
only, a new Note for the unredeemed portion hereof shall be issued
in the name of the registered holder hereof upon the surrender
hereof. If this Note is redeemable at the option of the
Corporation, the "Redemption Price" shall initially be the Initial
Redemption Percentage specified on the face hereof of the face
amount of this Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof of the
principal amount to be redeemed until the Redemption Price is 100%
of such principal amount.
To the extent not inconsistent with the provisions set forth
on the Interest Payment Amount Rider, accrued interest hereon shall
be calculated by multiplying the face amount hereof by an accrued
interest factor. Such accrued interest factor will be computed by
adding the interest factor calculated for each day from and
including the Original Issue Date, or from, but excluding, the last
date to which interest has been paid, as the case may be, to, and
including, the date for which accrued interest is being calculated.
The interest factor (expressed as a decimal) for each such day
shall be computed by dividing the interest rate in effect on such
day by (i) 360, or (ii) the actual number of days in the year, in
the case of Notes having the Treasury Rate or the CMT Rate as their
Base Rate as specified on the face hereof.
The Base Rate (as defined herein) with respect to this Note
may be (i) the CD Rate, (ii) the Commercial Paper Rate, (iii)
LIBOR, (iv) the Federal Funds Rate, (v) the Prime Rate, (vi) the
Treasury Rate, (vii) the CMT Rate, (viii) the Eleventh District
Cost of Funds Rate or (ix) such other rate as is described on the
face hereof and, if necessary, on a rider to this Note.
Except as described below and on the Interest Payment Amount
Rider, this Note will bear interest at the rate determined by
reference to the appropriate interest rate basis (the "Base Rate")
and Index Maturity, each as specified on the face hereof, (i) plus
or minus the Spread, if any, specified on the face hereof and/or
(ii) multiplied by the Spread Multiplier, if any, specified on the
face hereof. The interest rate in effect with respect hereto
during an Interest Reset Period will be the rate determined on the
Calculation Date (as hereinafter defined) by reference to the
Interest Determination Date (as hereinafter defined). The interest
rate in effect on each day shall be (a) if such day is an Interest
Reset Date, as specified on the face hereof, the interest rate
determined as of the Interest Determination Date pertaining to such
Interest Reset Date or (b) if such day is not an Interest Reset
Date, the interest rate determined as of the Interest Determination
Date pertaining to the immediately preceding Interest Reset Date,
provided that (i) the interest rate in effect from the Original
Issue Date to the initial Interest Reset Date shall be the Initial
Interest Rate specified on the face hereof, and (ii) the interest
rate in effect for the ten calendar days immediately prior to the
Maturity Date shall be the rate in effect on the tenth calendar day
preceding such Maturity Date. If any Interest Reset Date would
otherwise be a day that is not a Business Day, such Interest Reset
Date shall be postponed to the next day that is a Business Day,
except that if the Base Rate specified on the face hereof is LIBOR,
if such next Business Day is in the next succeeding calendar month,
such Interest Reset Date shall be the immediately preceding
Business Day. The term "Final Interest Payment Period" means the
period from the final Interest Reset Date to the Maturity Date.
The Interest Determination Date with respect to any Note that
has as its Base Rate the CD Rate, the Commercial Paper Rate, the
Federal Funds Rate, the Prime Rate or the CMT Rate will be the
second Business Day preceding the applicable Interest Reset Date.
The Interest Determination Date with respect to any Note that has
LIBOR as its Base Rate will be the second London Banking Day (as
defined below) preceding the applicable Interest Reset Date. The
Interest Determination Date with respect to any Note that has the
Eleventh District Cost of Funds Rate as its Base Rate will be the
last Business Day of the month immediately preceding the applicable
Interest Reset Date in which the Federal Home Loan Bank (the
AFHLB@) of San Francisco publishes the Index (as defined below).
The Interest Determination Date with respect to any Note that has
the Treasury Rate as its Base Rate will be the day of the week in
which the applicable Interest Reset Date falls on which Treasury
bills of the Index Maturity specified on the face hereof normally
would be auctioned; provided, however, that if as a result of a
legal holiday an auction is held on the Friday of the week
preceding the Interest Reset Date, the related Interest
Determination Date shall be such preceding Friday; and provided,
further, that if an auction shall fall on any Interest Reset Date
then the Interest Reset Date, shall instead be the first Business
Day following such auction. Otherwise, the Interest Determination
Date shall be determined in accordance with the provisions set
forth on the Interest Payment Amount Rider.
To the extent not inconsistent with the provisions set forth
on the Interest Payment Amount Rider, the "Calculation Date"
pertaining to any Interest Determination Date shall be the earlier
of (i) the tenth calendar day after such Interest Determination
Date or, if such day is not a Business Day, the next succeeding
Business Day, or (ii) the Business Day next preceding the
applicable Interest Payment Date or Maturity Date, as the case may
be.
All percentages resulting from any calculation on the Notes
will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths
of a percentage point rounded upward, and all dollar amounts used
in or resulting from such calculation on the Notes will be rounded
to the nearest cent (with one-half cent being rounded upward).
Determination of CD Rate. CD Rate means, with respect to an
Interest Determination Date (a "CD Rate Interest Determination
Date"), the rate on such CD Rate Interest Determination Date for
negotiable certificates of deposit having the Index Maturity
specified on the face hereof, as such rate is published by the
Board of Governors of the Federal Reserve System (the "Federal
Reserve Board") in "Statistical Release H.15(519), Selected
Interest Rates," or any successor publication of the Federal
Reserve Board ("H.15(519)"), under the heading "CDs (Secondary
Market)," or, if not so published by 3:00 P.M., New York City time,
on the Calculation Date pertaining to such CD Rate Interest
Determination Date, the CD Rate will be the rate on such CD Rate
Interest Determination Date for negotiable certificates of deposit
of the Index Maturity specified on the face hereof, as published by
the Federal Reserve Bank of New York in its daily statistical
release "Composite 3:30 P.M. Quotations for U.S. Government
Securities" ("Composite Quotations") under the heading
"Certificates of Deposit." If such rate is not published in either
H.15(519) or the Composite Quotations by 3:00 P.M., New York City
time, on such Calculation Date, then the CD Rate on such CD Rate
Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 A.M., New York City time, on such CD Rate
Interest Determination Date, of three leading nonbank dealers in
negotiable U.S. dollar certificates of deposit in The City of New
York selected by the Calculation Agent for negotiable certificates
of deposit in denominations of $5,000,000 of major United States
money center banks with a remaining maturity closest to the Index
Maturity specified on the face hereof; provided, however, that if
the dealers selected as aforesaid by the Calculation Agent are not
quoting as set forth above, the CD Rate for such CD Rate Interest
Determination Date will be the CD Rate then in effect on such CD
Rate Interest Determination Date.
Determination of Commercial Paper Rate. The Commercial Paper
Rate means, with respect to an Interest Determination Date (a
"Commercial Paper Rate Interest Determination Date"), the Money
Market Yield (as defined below) of the rate on such Commercial
Paper Rate Interest Determination Date for commercial paper having
the Index Maturity specified on the face hereof as published in
H.15(519) under the heading "Commercial Paper-Non-financial." In
the event such rate is not published by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Commercial Paper
Rate Interest Determination Date, the Commercial Paper Rate shall
be the Money Market Yield on such Commercial Paper Rate Interest
Determination Date of the rate for commercial paper having the
Index Maturity specified on the face hereof as published in
Composite Quotations under the heading "Commercial Paper." If such
rate is not published in either H.15(519) or Composite Quotations
by 3:00 P.M., New York City time, on such Calculation Date, the
Commercial Paper Rate for such Commercial Paper Rate Interest
Determination Date shall be calculated by the Calculation Agent and
shall be the Money Market Yield of the arithmetic mean of the
offered rates as of 11:00 A.M., New York City time, on such
Commercial Paper Rate Interest Determination Date of three leading
dealers of commercial paper in The City of New York (which may
include the Calculation Agent or its affiliates) selected by the
Calculation Agent for commercial paper of the Index Maturity
specified on the face hereof placed for an industrial issuer whose
bond rating is "AA", or the equivalent, by a nationally recognized
securities rating agency; provided, however, that if such dealers
are not so quoting such rates, the Commercial Paper Rate with
respect to such Commercial Paper Rate Interest Determination Date
will be the Commercial Paper Rate then in effect on such Commercial
Paper Rate Interest Determination Date.
"Money Market Yield" shall be the yield calculated in
accordance with the following formula:
Money Market Yield = D x 360 x 100
360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal, and "M" refers
to the actual number of days in the interest period for which
interest is being calculated.
Determination of LIBOR. LIBOR means the rate determined by
the Calculation Agent in accordance with the following provisions:
(i) With respect to an Interest Determination Date (a
"LIBOR Interest Determination Date"), LIBOR will be "LIBOR
Telerate" unless "LIBOR Reuters" is specified on the face of
this Note. "LIBOR Telerate" is the rate for deposits in the
LIBOR Currency (as defined below) having the Index Maturity
specified on the face hereof that appears on the Designated
LIBOR Page (as defined below) specified on the face hereof as
of 11:00 A.M. London time, on that LIBOR Interest
Determination Date. "LIBOR Reuters" is that rate which is the
arithmetic mean of the offered rates (unless the specified
Designated LIBOR Page by its terms provides only for a single
rate, in which case such single rate shall be used) for
deposits in the LIBOR Currency having the Index Maturity
specified on the face hereof that appear on the Designated
LIBOR Page specified on the face hereof as of 11:00 A.M.
London time, on that LIBOR Interest Determination Date, if at
least two such offered rates appear (unless, as aforesaid,
only a single rate is required) on such Designated LIBOR Page.
If LIBOR cannot be determined under this clause (i), LIBOR in
respect of the related LIBOR Interest Determination Date will
be determined as if the parties had specified the rate
described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date
on which the applicable LIBOR rate cannot be determined under
clause (i) above, the Calculation Agent will request the
principal London offices of each of four major reference banks
in the London interbank market, as selected by the Calculation
Agent, to provide the Calculation Agent with its offered
quotation for deposits in the LIBOR Currency for the period of
the Index Maturity specified on the face hereof to prime banks
in the London interbank market commencing on the applicable
Interest Reset Date at approximately 11:00 A.M., London time,
on such LIBOR Interest Determination Date and in a principal
amount that is representative for a single transaction in such
LIBOR Currency in such market at such time. If at least two
such quotations are provided, LIBOR determined on such LIBOR
Interest Determination Date will be the arithmetic mean of
such quotations. If fewer than two such quotations are
provided, LIBOR for such LIBOR Interest Determination Date
will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M. in the applicable Principal Financial
Center (as defined below), on such LIBOR Interest
Determination Date by three major banks in such Principal
Financial Center selected by the Calculation Agent for loans
in the LIBOR Currency to leading European banks, having the
Index Maturity specified on the face hereof commencing on the
applicable Interest Reset Date and in a principal amount that
is representative for a single transaction in such LIBOR
Currency in such market at such time; provided, however, that
if the banks so selected by the Calculation Agent are not
quoting as mentioned in this sentence, LIBOR determined on
such LIBOR Interest determination Date will be LIBOR then in
effect on such LIBOR Interest Determination Date.
"LIBOR Currency" means the currency (including composite
currencies) specified on the face hereof for which LIBOR shall be
calculated. If no such currency is specified on the face hereof,
the LIBOR Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Telerate"
is specified on the face hereof, the display on the Dow Jones
Telerate Service for the purpose of displaying the London interbank
offered rates of major banks for the applicable LIBOR Currency, or
(b) if "LIBOR Reuters" is specified on the face hereof, the display
on the Reuters Monitor Money Rates Service for the purpose of
displaying the London interbank offered rates of major banks for
the applicable LIBOR Currency. If neither LIBOR Telerate nor LIBOR
Reuters is specified on the face hereof, LIBOR for the applicable
LIBOR Currency will be determined as if LIBOR Telerate (and, if the
U.S. dollar is the LIBOR Currency, Page 3750) had been specified.
"Principal Financial Center" shall generally be the capital
city of the country of the specified LIBOR Currency, except that
with respect to U.S. dollars, Australian dollars, Canadian dollars,
Deutsche marks, Italian lire, Swiss Francs and ECUs, the Principal
Financial Center shall be The City of New York, Sydney, Toronto,
Frankfurt, Milan, Zurich and Luxembourg, respectively.
Determination of Federal Funds Rate. The Federal Funds Rate
means, with respect to an Interest Determination Date (a "Federal
Funds Rate Interest Determination Date"), the rate on such date for
Federal Funds as published in H.15(519) under the heading "Federal
Funds (Effective)." If H.15(519) is not so published by 3:00 P.M.,
New York City time, on the Calculation Date pertaining to such
Federal Funds Rate Interest Determination Date, the Federal Funds
Rate will be the rate on such Federal Funds Rate Interest
Determination Date for Federal Funds as published in Composite
Quotations under the heading "Federal Funds/Effective Rate." If
such rate is not yet published in either H.15(519) or Composite
Quotations by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Federal Funds Rate Interest Determination
Date, the Federal Funds Rate for such Federal Funds Rate Interest
Determination Date will be calculated by the Calculation Agent and
will be the arithmetic mean of the rates for the last transaction
in overnight Federal Funds as of 9:00 A.M., New York City time, on
such Federal Funds Rate Interest Determination Date quoted by each
of three leading brokers of Federal Funds transactions in The City
of New York selected by the Calculation Agent; provided, however,
that if fewer than three such brokers are so quoting such rates,
the Federal Funds Rate for such Federal Funds Rate Interest
Determination Date will be the Federal Funds Rate then in effect on
such Federal Funds Rate Interest Determination Date.
Determination of Prime Rate. Prime Rate means, with respect
to an Interest Determination Date (a "Prime Rate Interest
Determination Date"), the rate set forth on such date in H.15(519)
under the heading "Bank Prime Loan," or if not so published prior
to 9:00 A.M. New York City time, on the Calculation Date pertaining
to such Prime Rate Interest Determination Date, then the Prime Rate
will be determined by the Calculation Agent and will be the
arithmetic mean of the rates of interest publicly announced by each
bank that appears on the Reuters Screen US PRIME 1 (as defined
below) as such bank's prime rate or base lending rates as in effect
for that Prime Rate Interest Determination Date. If fewer than
four such rates but more than one such rate appear on the Reuters
Screen US PRIME 1 for the Prime Rate Interest Determination Date,
the Prime Rate will be determined by the Calculation Agent and will
be the arithmetic mean of the prime rates, quoted on the basis of
the actual number of days in the year divided by a 360-day year, as
of the close of business on such Prime Rate Interest Determination
Date by four major money center banks in The City of New York as
selected by the Calculation Agent. If fewer than two such rates
appear on the Reuters Screen US PRIME 1, the Prime Rate will be
determined by the Calculation Agent as of the close of business on
the Prime Rate Interest Determination Date, on the basis of the
prime rates, as of the close of business on the Prime Rate Interest
Determination Date, furnished in The City of New York by the
appropriate number of substitute banks or trust companies organized
and doing business under the laws of the United States, or any
State thereof, having total equity capital of at least $500 million
and being subject to supervision or examination by federal or state
authority, selected by the Calculation Agent; provided, however,
that if the banks so selected are not quoting prime rates, the
Prime Rate for such Prime Rate Interest Determination Date will be
the Prime Rate then in effect on such Prime Rate Interest
Determination Date.
"Reuters Screen US PRIME 1" means the display designated as
page "US PRIME 1" on the Reuters Monitor Money Rates Service (or
such other page as may replace the US PRIME 1 page on that service
for the purpose of displaying prime rates or base lending rates of
major United States banks).
Determination of Treasury Rate. Treasury Rate means, with
respect to an Interest Determination Date (a "Treasury Rate
Interest Determination Date"), the rate for the auction held on
such Treasury Rate Interest Determination Date of direct
obligations of the United States ("Treasury Bills") having the
Index Maturity specified on the face hereof, as published in
H.15(519) under the heading "U.S. Government Securities -- Treasury
Bills -- auction average (investment)." If such rate is not
published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Treasury Rate Interest Determination Date, the
Treasury Rate will be the auction average rate (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) on such Treasury Rate
Interest Determination Date as otherwise announced by the United
States Department of the Treasury. In the event that the results
of the auction of Treasury bills having the Index Maturity
specified on the face hereof are not reported as provided by 3:00
P.M., New York City time, on such Calculation Date, or if no such
auction is held on such Treasury Rate Interest Determination Date,
then the Treasury Rate for such Treasury Rate Interest
Determination Date shall be a yield to maturity (expressed as a
bond equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of
the secondary market bid rates, as of approximately 3:30 P.M., New
York City time, on such Treasury Rate Interest Determination Date,
of three leading primary United States government securities
dealers, selected by the Calculation Agent, for the issue of
Treasury bills with a remaining maturity closest to the Index
Maturity specified on the face hereof; provided, however, that if
the dealers selected as aforesaid by the Calculation Agent are not
so quoting such rates, the Treasury Rate with respect to such
Treasury Rate Interest Determination Date will be the Treasury Rate
then in effect on such Treasury Rate Interest Determination Date.
Determination of CMT Rate. CMT Rate means with respect to an
Interest Determination Date relating to a CMT Rate Note or any
Floating Rate Note for which the interest rate is determined by
reference to the CMT Rate (a "CMT Rate Interest Determination
Date"), the rate displayed on the designated CMT Telerate Page
under the caption "Treasury Constant Maturities . . . Federal
Reserve Board Release H.15 . . . Mondays approximately 3:45 p.m.,"
under the column for the Designated CMT Maturity Index for (i) if
the Designated CMT Telerate Page is 7055, the rate on such CMT Rate
Interest Determination Date and (ii) if the Designated CMT Telerate
Page is 7052, the week or the month, as applicable, as specified on
the face hereof, ended immediately preceding the week in which the
related CMT Rate Interest Determination Date occurs. If such rate
is no longer displayed on the relevant page, or if not displayed by
3:00 p.m., New York City time, on such Calculation Date, then the
CMT Rate for such CMT Rate Interest Determination Date will be such
Treasury Constant Maturity Rate for the Designated CMT Maturity
Index as published in the relevant H.15(519). If such rate is no
longer published, or if not published by 3:00 p.m. New York City
time, on such Calculation Date, then the CMT Rate for such CMT Rate
Interest Determination Date will be such Treasury Constant Maturity
Rate for the Designated CMT Maturity Index (or other United States
Treasury rate for the Designated CMT Maturity Index) for the CMT
Rate Interest Determination Date with respect to such Interest
Reset Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States
Department of the Treasury that the Calculation Agent determines to
be comparable to the rate formerly displayed on the Designated CMT
Telerate Page and published in the relevant H.15(519). If such
information is not provided by 3:00 p.m., New York City time, on
such Calculation Date, then the CMT Rate for the CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and
will be a yield to maturity, based on the arithmetic mean of the
secondary market closing offer side prices as of approximately 3:30
p.m., New York City time, on the CMT Interest Determination Date
reported, according to their written records, by three leading
primary United States government securities dealers (each a
"Referenced Dealer") in The City of New Yrk selected by the
Calculation Agent (from five such Referenced Dealers selected by
the Calculation Agent and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest quotation
(or, in the event of equality, one of the lowest)), for the most
recently issued direct, non-callable fixed rate obligations of the
United States ("Treasury Note") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining
term to maturity of not less than such Designated CMT Maturity
Index minus one year. If the Calculation Agent cannot obtain three
such Treasury Note quotations, the CMT Rate for such CMT Rate
Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity based on the arithmetic mean
of the secondary market side offer prices as of approximately 3:30
p.m. New York City time, on the CMT Rate Interest Determination
Date of three Referenced Dealers in The City of New York (from five
such Referenced Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the even of equality, one
of the highest) and lowest quotation (or, in the event of equality,
one of the lowest)), for Treasury Notes with original maturity of
the number of years that is the next highest to the Designated CMT
Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in an amount of at least
$100,000,000. If three or four (and not five) of such Referenced
Dealers are quoting as described above, then the CMT Rate will be
based on the arithmetic mean of the offer prices obtained and
neither the highest nor lowest of such quotes will be eliminated;
provided, however, that if fewer than three Referenced Dealers
selected by the Calculation Agent are quoting as described herein,
the CMT Rate will be the CMT Rate then in effect on such CMT Rate
Interest Determination Date. If two Treasury Notes with an
original maturity as described in the third preceding sentence have
remaining terms to maturity equally close to the Designated CMT
Maturity Index, the quotes for the Treasury Rate Note with the
shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service on the page designated on the face hereof
(or any other page as may replace such page on that service for the
purpose of displaying Treasury Constant Maturities as reported in
H.15(519)), for the purpose of displaying Treasury Constant
Maturity as reported in H.15(519). If no such page is specified,
the Designated CMT Telerate Page shall be 7052, for the most recent
week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury Securities (either 1, 2, 3, 5, 7, 10,
20 or 30 years) specified on the face hereof with respect to which
the CMT Rate will be calculated. If no such maturity is specified
on the face hereof, the Designated CMT Maturity Index shall be two
years.
Determination of Eleventh District Cost of Funds Rate.
Eleventh District Cost of Funds Rate means, with respect to an
Interest Determination Date relating to an Eleventh District Cost
of Funds Rate (an "Eleventh District Cost of Funds Rate Interest
Determination Date"), the rate equal to the monthly weighted
average cost of funds for the calendar month preceding such
Eleventh District Cost of Funds Rate Interest Determination Date as
set forth under the caption "Eleventh District" on Telerate page
7058 as of 11:00 a.m., San Francisco time, on such Eleventh
District Cost of Funds Rate Interest Determination Date. If such
rate does not appear on Telerate page 7058 on any related Eleventh
District Cost of Funds Rate Interest Determination Date, the
Eleventh District Cost of Funds Rate for such Eleventh District
Cost of Funds Rate Interest Determination Date shall be the monthly
weighted average cost of funds paid by member institutions of the
Eleventh Federal Home Loan Bank District that was most recently
announced (the "Index") by the FHLB of San Francisco as such cost
of funds for the calendar month preceding the date of such
announcement. If the FHLB of San Francisco fails to announce such
rate for the calendar month next preceding such Eleventh District
Cost of Funds Rate Interest Determination Date, then the Eleventh
District Cost of Funds Rate for such Eleventh District Cost of
Funds Rate Interest Determination Date will be the Eleventh
District Cost of Funds Rate then in effect on such Eleventh
District Cost of Funds Rate Interest Determination Date. "Telerate
Page 7058" means the display on the Dow Jones Telerate Service on
such page (or such other page as may replace such page on the
service for the purpose of displaying the Eleventh District Cost of
Funds Rate) for the purpose of displaying the monthly average cost
of the funds paid by member institutions of the Eleventh Federal
Home Loan Bank District.
Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than
the Minimum Interest Rate, if any, specified on the face hereof,
and the interest rate on this Note will in no event be higher than
the maximum rate permitted by New York law, as the same may be
modified by United States law of general application.
The Calculation Agent shall calculate the interest rate hereon
in accordance with the foregoing on or before each Calculation
Date. At the request of the registered holder hereof, the
Calculation Agent will provide to such holder hereof the interest
rate hereon then in effect and, if determined, the interest rate
which will become effective as of the next Interest Reset Date.
The provisions of Article Fourteen of the Indenture do not
apply to Securities of this Series.
If an Event of Default (defined in the Indenture as (i) the
Corporation's failure to pay principal of (or premium, if any, on)
the Notes when due, or to pay interest on the Notes within 30 days
after the same becomes due, (ii) the Corporation's breach of its
other covenants contained in this Note or the Indenture, which
breach is not cured within 90 days after written notice by the
Trustee or the holders of at least 25% in outstanding principal
amount of all Securities issued under the Indenture and affected
thereby, and (iii) certain events involving the bankruptcy,
insolvency or liquidation of the Corporation) shall occur with
respect to the Notes, the Principal Repayment Amount of all the
Notes may be declared due and payable in the manner and with the
effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Corporation and the rights of the holders of
the Notes under the Indenture at any time by the Corporation with
the consent of the holders of not less than 66 2/3% in aggregate
principal amount of the Notes then outstanding and all other
Securities then outstanding under the Indenture and affected by
such amendment and modification. The Indenture also contains
provisions permitting the holders of a majority in aggregate
principal amount of the Notes then outstanding and all other
Securities then outstanding under the Indenture and affected
thereby, on behalf of the holders of all Securities, to waive
compliance by the Corporation with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the holder of this
Note shall be conclusive and binding upon such holder and upon all
future holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made
upon this Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of
the Corporation, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and
rate, and in the coin or currency, herein prescribed.
No recourse shall be had for the payment of the Principal
Repayment Amount or the interest on this Note, or for any claim
based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture or any indenture supplemental thereto,
against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Corporation or any
predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by
the acceptance hereof and as part of the consideration for issue
hereof, expressly waived and released.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the registry books of the Corporation relating to the
Notes, upon surrender of this Note for registration of transfer at
the office or agency of the Corporation designated by it pursuant
to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Corporation and
the Trustee or Security Registrar duly executed by, the registered
holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes, of authorized denominations and
for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes are issuable only as registered Notes without
coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture, and subject to certain
limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of different authorized
denominations, as requested by the holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Corporation may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment for registration of transfer of this
Note, the Corporation, the Trustee, the Issuing and Paying Agent
and any agent of the Corporation, the Trustee or any Issuing and
Paying Agent may treat the entity in whose name this Note is
registered as the absolute owner hereof for the purpose of
receiving payment as herein provided and for all other purposes,
whether or not this Note be overdue, and neither the Corporation,
the Trustee, the Issuing and Paying Agent nor any such agent shall
be affected by notice to the contrary.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
The Notes are being issued by means of a book-entry system
with no physical distribution of certificates to be made except as
provided in the Indenture. The book-entry system maintained by The
Depository Trust Company ("DTC") will evidence ownership of the
Notes, with transfers of ownership effected on the records of DTC
and its participants pursuant to rules and procedures established
by DTC and its participants. The Corporation will recognize Cede
& Co., as nominee of DTC, while the registered holder of the Notes,
as the owner of the Notes for all purposes, including payment of
the Principal Repayment Amount and interest, notices and voting.
Transfer of the Principal Repayment Amount and interest to
participants of DTC will be the responsibility of DTC, and transfer
of the Principal Repayment Amount and interest to beneficial owners
of the Notes by participants of DTC will be the responsibility of
such participants and other nominees of such beneficial owners. So
long as the book-entry system is in effect, the selection of any
Notes to be redeemed will be determined by DTC pursuant to rules
and procedures established by DTC and its participants. The
Corporation will not be responsible or liable for such transfers or
payments or for maintaining, supervising or reviewing the records
maintained by DTC, its participants or persons acting through such
participants.
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of the within Note, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT-- as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--.............Custodian..........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
Additional abbreviations may also be used though not in the
above list.
_____________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE OF ASSIGNEE]
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
Please Insert Social Security or Other
Identifying Number of Assignee: ____________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing __________________________________
Attorney to transfer said Note on the books of the Corporation,
with full power of substitution in the premises.
Dated:_________________________ _________________________
NOTICE: The signature to this assignment must correspond with the
name as it appears upon the face of the within Note in every
particular, without alteration or enlargement or any change
whatever and must be guaranteed.
[OPTION TO ELECT REPAYMENT]
The undersigned hereby irrevocably request(s) and instruct(s)
the Corporation to repay this Note (or portion hereof specified
below) pursuant to its terms at a price equal to the Principal
Repayment Amount hereof together with interest to the repayment
date, to the undersigned, at ______________________________________
________________________________________________________________.
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee (or any duly appointed
paying agent) must receive at __________________, or at such other
place or places of which the Corporation shall from time to time
notify the registered holder of this Note, not more than 60 nor
less than 30 days prior to an Optional Repayment Date, if any,
shown on the face hereof, this Note with this "Option to Elect
Repayment" form duly completed.
If less than the entire Principal Repayment Amount of this
Note is to be repaid, specify the portion hereof (which shall be in
increments of $1,000) which the Holder elects to have repaid and
specify the denomination or denominations (which shall be
$__________ or an integral multiple of $1,000 in excess of
$__________) of the Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not
being repaid).
$___________________ ________________________________________
NOTICE: The signature on this
Option to Elect Repayment must
Date _______________ correspond with the name as written
upon the face of this Note in every
particular, without alteration or
enlargement or any change whatever.
RENEWABLE NOTE RIDER
The Corporation and the purchaser of this Note have agreed
that this Note is a Renewable Note which initially matures on the
Stated Maturity Date shown on the face hereof. At each Renewal
Date, as specified below, the maturity of this Note will be
automatically extended to the corresponding New Maturity Date, as
specified below, unless the registered holder of this Note elects
to terminate the automatic extension of the maturity of this Note
or any portion hereof and delivers a completed Extension
Termination Notice to the Trustee (or any duly appointed paying
agent) not less than 15 nor more than 30 days prior to the
applicable Renewal Date. The Extension Termination Notice may
specify all or a portion of the outstanding principal amount of the
Note so long as the principal amount of the Note remaining
outstanding after repayment is an integral multiple of $1,000.
Upon timely delivery of such Extension Termination Notice, the term
of the principal amount of this Note subject to such notice will be
deemed automatically to mature on the Stated Maturity Date or the
then applicable New Maturity Date, as the case may be. The
remaining principal balance of such Note, if any, will be deemed to
automatically be extended to the corresponding New Maturity Date
but in no circumstances may such maturity be extended beyond the
Final Maturity Date set forth below. An election to terminate the
automatic extension of the maturity hereof shall be irrevocable and
binding on each holder hereof. Notwithstanding any such extension,
the interest rate applicable to this Note will continue to be
calculated as set forth in this Note.
STATED MATURITY DATE:_________________________________
FINAL MATURITY DATE:__________________________________
Renewal Date (s) New Maturity Date(s)
EXTENDIBLE NOTE RIDER
The Corporation and the purchaser of this Note have agreed
that this Note is an Extendible Note, whereby the Corporation has
the option to extend the maturity of this Note for one or more
whole year periods, as set forth below (each, an AExtension
Period@), up to but not beyond the Final Maturity Date set forth
below, under the terms of this Note as supplemented by this
Extendible Note Rider.
Stated Maturity Date:
Final Maturity Date:
Extension Notice Extended
Due Date Maturity Date
The Corporation may exercise its option with respect hereto
by delivery to the Trustee (or any duly appointed paying agent) of
such exercise at least 45 but not more than 60 days prior to the
Stated Maturity Date originally in effect with respect hereto or,
if the Stated Maturity Date has already been extended, prior to the
maturity date then in effect (an AExtended Maturity Date@). After
such receipt and not later than 40 days prior to the Stated
Maturity Date or an Extended Maturity Date, as the case may be
(each, a "Maturity Date"), the Trustee (or any duly appointed
Paying Agent) will mail first class mail, postage prepaid, to the
registered holder hereof a notice (the "Extension Notice")
relating to such extension period (the "Extension Period") setting
forth (i) the election of the Corporation to extend the maturity
hereof, (ii) the new Extended Maturity Date, (iii) the Spread
and/or Spread Multiplier applicable to the Extension Period, and
(iv) the provisions, if any, for redemption during the Extension
Period, including the date or dates on which, the period or periods
during which and the price or prices at which such redemption may
occur during the Extension Period. Upon the mailing by the Trustee
(or any duly appointed paying agent) of an Extension Notice to the
registered holder hereof, the maturity hereof shall be extended
automatically as set forth in such Extension Notice, and, except as
modified by the Extension Notice and as described in the next
paragraph, this Note will have the same terms as prior to the
mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 20 days prior to
the Maturity Date hereof (or, if such date is not a Business Day,
on the immediately succeeding Business Day), the Corporation may,
at its option, revoke the Spread and/or Spread Multiplier provided
for in the Extension Notice and establish a higher Spread and/or
Spread Multiplier for the Extension Period by mailing or causing
the Trustee (or any duly appointed Paying Agent) to mail notice of
such higher Spread and/or Spread Multiplier, first class mail,
postage prepaid, to the registered holder of such Note. Such
notice shall be irrevocable. Thereafter this Note will bear such
higher Spread and/or Spread Multiplier for the Extension Period.
If the Corporation elects to extend the maturity hereof, the
registered holder hereof will have the option to elect repayment
hereof by the Corporation on the Maturity Date then in effect at a
price equal to the Principal Repayment Amount hereof plus any
accrued and unpaid interest to such date. In order for this Note
to be so repaid on the Maturity Date, the Corporation must receive,
at least 15 days but not more than 30 days prior to the Maturity
Date then in effect with respect hereto, (i) this Note with the
form "Option to Elect Repayment" on the reverse hereof duly
completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange, or the
National Association of Securities Dealers, Inc. or a commercial
bank or trust company in the United States setting forth the name
of the registered holder hereof, the Principal Repayment Amount
hereof, the Principal Repayment Amount to be repaid, the
certificate number or a description of the tenor and terms hereof,
a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note to be repaid, together with
the duly completed form entitled "Option to Elect Repayment"
attached hereto, will be received by the Trustee (or any duly
appointed Paying Agent) not later than the fifth Business Day after
the date of such telegram, telex, facsimile transmission or letter,
provided, however, that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note and
duly completed form are received by the Trustee (or any duly
appointed Paying Agent) by such fifth Business Day. Such option
may be exercised by the registered holder hereof for less than the
aggregate Principal Repayment Amount hereof then outstanding,
provided that the Principal Repayment Amount of the Note remaining
outstanding after repayment is an integral multiple of $1,000.
PRINCIPAL REPAYMENT AMOUNT
[formula]
[supplemental amount]
[indexed item]
[valuation date]
[event of default]
[market disruption]
[conversion features and mechanics]
[ability to settle in stock or other non-cash property]
[other]
INTEREST PAYMENT AMOUNT RIDER
[formula]
[interest determination date]
[indexed item]
[delivery of securities or other non-cash property]
[other]