Exhibit 99.2
GLOBAL CERTIFICATE
THIS SECURITY IS NOT A SAVINGS ACCOUNT, DEPOSIT OR OTHER OBLIGATION
OF A BANK OR NONBANK SUBSIDIARY OF THE COMPANY AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY GOVERNMENTAL
AGENCY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO FIRSTAR
CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO 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.
FIRSTAR CORPORATION
6.50% Notes Due 2002
No. R-1 $200,000,000
CUSIP NO. 33761CAE3
Firstar Corporation, a corporation duly organized and existing under
the laws of Wisconsin (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., as nominee of The Depository
Trust Company, or registered assigns, the principal sum of TWO HUNDRED MILLION
DOLLARS ($200,000,000) on July 15, 2002, and to pay interest thereon from July
13, 1999 or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on January 15 and July 15 in each
year, commencing January 15, 2000, at the rate of 6.50% per annum, until the
principal hereof is paid or made available for payment, and (to the extent that
the payment of such interest shall be legally enforceable) at the rate of 6.50%
per annum on any overdue principal and premium and on any overdue installment of
interest. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the January 1 or July 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months. Any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the
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Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee (as defined below), notice whereof shall be
given to Holders of Debt Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Debt Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.
Payment of the principal of and interest on this Security will be
made at the offices or agencies maintained for that purpose, 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; provided, however, that at the
option of the Company payment of interest may be made by check drawn upon any
Paying Agent and mailed on or prior to an Interest Payment Date to the address
of the Person entitled thereto as such address shall appear in the Security
Register.
Notwithstanding the foregoing, while the Securities of this series
are represented by one or more Book-Entry Securities registered in the name of
the Depositary or its nominee, the Company will cause payments of principal of
and interest on such Book-Entry Securities to be made to the Depositary or its
nominee, as the case may be, by wire transfer, to the extent, in the funds and
in the manner required by agreements with, or regulations or procedures
prescribed from time to time by, the Depositary or its nominee, and otherwise in
accordance with such agreements, regulations and procedures.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, directly or through an
authenticating agent, by the manual signature of an authorized signer, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
FIRSTAR CORPORATION
By________________________________________
Name: Daryl N. Bible
Title: Senior Vice President and Treasurer
Attest:
By_______________________________
Name: Jennie P. Carlson
Title: Secretary
Dated: July 13, 1999
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities, of the series designated herein,
described in the within-mentioned Indenture.
CITIBANK, N.A.
As Trustee
By____________________________
Authorized Signatory
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This is one of the Debt Securities, of the series designated herein,
described in the within-mentioned Indenture.
CITIBANK, N.A.
As Trustee
By Firstar Bank, N.A.,
As Authenticating Agent for the Trustee
By___________________________________
Authorized Signatory
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FIRSTAR CORPORATION
6.50% Notes Due 2002
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Debt Securities"), issued under an Indenture, dated
as of June 22, 1999 (herein called the "Indenture"), between the Company and
Citibank, N.A., as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, limited in aggregate principal
amount to TWO HUNDRED MILLION DOLLARS ($200,000,000).
The Debt Securities of this series are not subject to redemption.
The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness evidenced by this Security and (b) certain restrictive
covenants, in each case, upon compliance by the Company with certain conditions
set forth therein, which provisions apply to this Security.
If an Event of Default with respect to Debt Securities of this
series shall occur and be continuing, the principal of the Debt Securities of
this series 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
Company and the rights of the Holders of the Debt Securities of each series to
be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Debt
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Debt Securities of each series at the time Outstanding,
on behalf of the Holders of all Debt Securities of such series, to rescind
certain past defaults under the Indenture and their consequences. Any such
rescission by the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of any Security
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
Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the
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principal of and any premium and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Debt Securities of this series are issuable only in registered
form 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, Debt Securities of this series are exchangeable for a like aggregate
principal amount of Debt Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Security shall be governed by and construed in accordance with
the laws of the State of New York, without regard to conflicts of laws
principles thereof.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
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ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the
face of this instrument, 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.
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FOR VALUE RECEIVED, ___________________________ hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
_______________________
__________________________________________________________________________
PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE, OF ASSIGNEE:
_________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing __ attorney to transfer said Security on the books of the
Company, with full power of substitution in the premises.
Dated:_____________ _________________________________
Signature
Sign exactly as name appears on the
front of this Security [SIGNATURE
MUST BE GUARANTEED by a member of a
recognized Medallion Guarantee Program]
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.